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Dole Food Co Inc – ‘10-K405’ for 1/3/98

As of: Friday, 4/3/98 · For: 1/3/98 · Accession #: 1047469-98-13699 · File #: 1-04455

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/03/98  Dole Food Co Inc                  10-K405     1/03/98    8:142K                                   Merrill Corp/New/FA

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                22    126K 
 2: EX-11       Statement re: Computation of Earnings Per Share        2±     9K 
 3: EX-13       Annual or Quarterly Report to Security Holders        27±   116K 
 4: EX-21       Subsidiaries of the Registrant                         6     22K 
 5: EX-23       Consent of Experts or Counsel                          1      7K 
 6: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     10K 
 7: EX-27.2     Financial Data Schedule (Pre-XBRL)                     2     16K 
 8: EX-27.3     Financial Data Schedule (Pre-XBRL)                     2     11K

10-K405 — Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) (b) Reports on Form 8-K Business Certain Relationships and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Registrant Executive Compensation Executive Officers of the Registrant Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements and Supplementary Data Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for the Registrant's Common Equity and Related Stockholder Matters Properties Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Signatures Submission of Matters to A Vote of Security Holders 10.4 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455 10.6 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 10.9 The Company's 1995 Non-Employee Directors Stock Option Plan. Incorporated by reference to Exhibit 4.1 to the Company's Report on Form S-8 filed on June 28, 1995, Registration No. 33-60641 11 Computations of earnings per common share 21 Subsidiaries of Dole Food Company, Inc 23 Consent of Arthur Andersen LLP 27 Financial Data Schedules 3. Exhibits
1	1st Page - Filing Submission
3	Item 1. Business
8	Item 2. Properties
10	Item 3. Legal Proceedings
11	Item 4. Submission of Matters to A Vote of Security Holders
"	Executive Officers of the Registrant
13	Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
14	Item 10. Directors and Executive Officers of the Registrant
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions
"	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
15	3. Exhibits
"	10.4 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455
16	10.6 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
"	10.9 The Company's 1995 Non-Employee Directors Stock Option Plan. Incorporated by reference to Exhibit 4.1 to the Company's Report on Form S-8 filed on June 28, 1995, Registration No. 33-60641
"	11 Computations of earnings per common share
"	21 Subsidiaries of Dole Food Company, Inc
"	23 Consent of Arthur Andersen LLP
"	27 Financial Data Schedules
"	(b) Reports on Form 8-K
17	Signatures

10-K405 1st Page of 22 TOC ↑Top Previous Next ↓Bottom Just 1st
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
--------------------------

FORM 10-K

(MARK ONE)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED JANUARY 3, 1998
OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM ________________ TO ________________.

COMMISSION FILE NUMBER 1-4455
--------------------------

DOLE FOOD COMPANY, INC.

(Exact Name of Registrant as specified in its charter)

HAWAII 99-0035300
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

31365 OAK CREST DRIVE, WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices)

Registrant's telephone number, including area code: (818) 879-6600

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE
---------------------------------------- ON WHICH REGISTERED
---------------------------------
Common Stock, No Par Value New York Stock Exchange
Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE
--------------------------

Indicate by check mark whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. /X/

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 20, 1998 was approximately $2,317,603,107.

The number of shares of Common Stock outstanding as of March 20, 1998 was
60,354,537.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's 1998 Annual Report to Stockholders for the year
ended January 3, 1998 are incorporated by reference into Parts I, II and IV.

Portions of the registrant's definitive Proxy Statement for its 1998 Annual
Meeting of Stockholders are incorporated by reference into Part III.

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10-K405 2nd Page of 22 TOC 1st Previous Next ↓Bottom Just 2nd
DOLE FOOD COMPANY, INC.
FORM 10-K
FISCAL YEAR ENDED JANUARY 3, 1998
TABLE OF CONTENTS

[Enlarge/Download Table]

ITEM NUMBER
IN FORM 10-K PAGE
------------------------------------------------------------------------------------------------------ ----------

PART I

1. Business.................................................................................. 1

2. Properties................................................................................ 6

3. Legal Proceedings......................................................................... 8

4. Submission of Matters to a Vote of Security Holders; Executive Officers of the
Registrant................................................................................ 9

PART II

5. Market for the Registrant's Common Equity and Related Stockholder Matters................. 11

6. Selected Financial Data................................................................... 11

7. Management's Discussion and Analysis of Financial Condition and Results of Operations... 11

8. Financial Statements and Supplementary Data............................................... 11

9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.... 11

PART III

10. Directors and Executive Officers of the Registrant....................................... 12

11. Executive Compensation................................................................... 12

12. Security Ownership of Certain Beneficial Owners and Management........................... 12

13. Certain Relationships and Related Transactions........................................... 12

PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.......................... 12

(a) 1. Index to Financial Statements........................................................ 12

2. Index to Financial Statement Schedules................................................ 12

3. Exhibits.............................................................................. 13

(b) Reports on Form 8-K...................................................................... 14

Signatures............................................................................................ 15

Financial Statements and Financial Statement Schedules................................................ F-1-F-2

10-K405 3rd Page of 22 TOC 1st Previous Next ↓Bottom Just 3rd
PART I

ITEM 1. BUSINESS

Dole Food Company, Inc. was founded in Hawaii in 1851 and was incorporated
under the laws of Hawaii in 1894. Unless the context otherwise requires, Dole
Food Company, Inc. and its consolidated subsidiaries are referred to herein as
the "Company" and "Dole".

The Company's principal executive offices are located at 31365 Oak Crest
Drive, Westlake Village, California 91361, telephone (818) 879-6600. At January
3, 1998, the Company had approximately 44,000 full-time employees worldwide. The
Company is engaged in food production and distribution. Dole is one of the
largest companies engaged in the worldwide sourcing, growing, processing,
distributing and marketing of high quality, branded fresh produce.

The Company's operations are described below. For detailed financial
information with respect to the Company's business and its operations, see the
Company's Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements, which are included in its 1997 Annual Report
for the fiscal year ended January 3, 1998 (the "Dole Annual Report") and
incorporated by reference in Part II of this report.

GENERAL

Dole is engaged in the worldwide sourcing, growing, processing, distributing
and marketing of high quality, branded fresh produce. Dole provides retail and
institutional customers and other food product companies with high quality
products which are produced and improved through research, agricultural
assistance and advanced harvesting, processing, packing, cooling, shipping and
marketing techniques and which bear the DOLE-Registered Trademark- trademarks.

Dole is one of the world's largest producers of bananas and pineapples. Dole
is also a major marketer of citrus and table grapes worldwide and an industry
leader in iceberg lettuce, celery, cauliflower and broccoli and in fresh-cut
salads and pre-cut vegetables. Dole also processes California almonds.

Dole's products are produced both directly on Company-owned or leased land
and through associated producer and independent grower arrangements pursuant to
which Dole provides varying degrees of farming, harvesting, packing, storing,
shipping, stevedoring and marketing services, as well as financing through
advances to growers of certain products. Fresh fruit and vegetable products,
almonds and processed pineapple products are, for the most part, packed and/or
processed directly by Dole.

Dole utilizes product quality, brand recognition, competitive pricing,
effective customer service and consumer marketing programs to enhance its
position within the highly competitive food industry. Consumer and institutional
recognition of the DOLE-Registered Trademark- trademarks and related brands and
the association of these brands with high quality food products contribute
significantly to Dole's ability to compete in the markets for fresh fruit and
vegetables, packaged foods and dried fruit, nuts and beverages. The Company owns
these trademarks in the United States, Canada and in other countries in which it
conducts business and regards them as important corporate assets with high
recognition and acceptance.

The markets for all of Dole's products are highly competitive. In order to
compete successfully, Dole sources products of high quality and seeks to
distribute them in worldwide markets on a timely basis. Dole's competitors in
the fresh fruit business include a limited number of large international food
companies, as well as a large number of smaller independent food companies,
grower cooperatives and foreign government-sponsored producers which have
intensified competition in recent years. With respect to vegetables, a limited
number of grower-shippers in the United States and Mexico supply a significant
portion of the domestic fresh vegetable market. However, numerous smaller
independent distributors also compete with Dole in the market for fresh
vegetables. With respect to processed pineapple, Dole competes against a limited
number of large U.S. companies, as well as a substantial number of foreign
competitors

10-K405 4th Page of 22 TOC 1st Previous Next ↓Bottom Just 4th
and independent canners. Dole's citrus and dried fruit and nut products compete
in North America primarily against large grower processing and marketing
cooperatives with strong brand recognition.

Dole's earnings from its fresh fruit, fresh vegetable, dried fruit and nut
and beverage operations are sensitive to fluctuations in the volatile market
prices for these products. Excess supplies often cause severe price competition.
Growing conditions in various parts of the world, particularly weather
conditions such as floods, droughts and freezes, and diseases and pests are
primary factors affecting market prices because of their influence on supply and
quality of product. Other factors affecting Dole's operations include the
seasonality of its supplies, the ability to process products during critical
harvest periods, the timing and effects of ripening, the degree of
perishability, the effectiveness of worldwide distribution systems, the terms of
various federal and state marketing orders, total worldwide industry volumes,
the seasonality of consumer demand, foreign currency exchange fluctuations,
foreign importation restrictions and foreign political risks.

PRODUCTS

Dole sources, distributes and markets fresh fruit products, including
bananas, pineapples, table grapes, apples, pears, plums, oranges, grapefruit,
lemons, mangoes, kiwi, tangelos, melons, cherries, strawberries, raspberries and
other deciduous, tropical and citrus fruits.

Dole sources, harvests, cools, distributes and markets more than 20
different types of fresh vegetable products, including iceberg lettuce, red and
green leaf lettuce, romaine lettuce, butter lettuce, celery, cauliflower,
broccoli, carrots, brussels sprouts, spinach, red and green onions, asparagus,
snow peas and artichokes. Dole also markets value-added products such as iceberg
lettuce based salad mixes, specialty lettuce salads, complete salad kits which
include dressing and condiments, blends of specialty lettuces, red cabbage,
peeled mini-carrots, shredded carrots, shredded red cabbage and coleslaw.

Dole sources, processes and markets almonds and markets raisins, prunes and
dates.

Dole's fresh fruit and vegetable products and its consumer dried fruit and
nut products are marketed under the DOLE-Registered Trademark- brand, under
other brand names owned by the Company, and, in some cases, under private
labels.

Dole produces and markets processed food products, including sliced, chunk,
tidbit and crushed pineapple and pineapple juice in cans, as well as tropical
fruit salad and mandarin oranges.

Dole's products are marketed through more than 50 direct selling offices in
North America, approximately 50 in Europe, five in Japan, one each in Hong Kong,
Korea, the Middle East and the Philippines, as well as through independent
brokers.

DOLE NORTH AMERICA

DOLE NORTH AMERICA distributes and markets DOLE-Registered Trademark- fresh
fruits and vegetables, and processed food products, including processed
pineapple, canned pineapple juices and pineapple juice blend beverages, almonds,
raisins, prunes and dates, in North America.

Dole markets bananas and pineapples grown in Latin America, table grapes,
apples and pears grown in the United States and Chile, melons grown in Brazil,
Costa Rica and Honduras and citrus fruit grown in the United States, as well as
other deciduous and tropical fruit grown in the United States, Latin America and
Mexico. Fresh pineapple destined for North America is grown by Dole in Hawaii
and in Honduras. These products are sold primarily to retail chains and
wholesalers, which in turn resell or distribute them to retail food stores.

Vegetables, sold as fresh and included in packaged salads and other
value-added products, marketed by Dole are generally grown by independent
growers in California and Arizona and northern and central

10-K405 5th Page of 22 TOC 1st Previous Next ↓Bottom Just 5th
Mexico. The vegetables are generally field packed and transported to Dole's
central cooling and distribution facilities. The products are sold to customers
in North America and, to a lesser extent, Asia and Western Europe.

Almonds are sourced from independent growers and, to a lesser extent,
produced by Dole North America. They are sold in bulk to cereal, confectionery
and other food processors and to a lesser extent, packaged for the retail
consumer. They are marketed overseas, primarily in Western Europe and Asia, and
domestically. Retail packs of raisins, prunes and dates are processed and packed
through co-production arrangements.

Dole has an agreement with Nestle Frozen, Refrigerated & Ice Cream
Companies, Inc., a subsidiary of Nestle USA, Inc., pursuant to which Dole has
licensed to Nestle its rights to market and manufacture processed products in
key segments of the frozen novelty business in the United States and Canada,
including FRUIT 'N JUICE-Registered Trademark-, and SORBET 'N CREAM-TM- bars
and, in the premium novelty category, FRUIT SORBET. Certain pineapple and
pineapple blend fruit juices are obtained through co-production arrangements
with independent manufacturers. Dole also markets DOLE-Registered Trademark-
canned pineapple juice and pineapple juice blend beverages.
DOLEWHIP-Registered Trademark-, a soft-serve, non-dairy dessert, is manufactured
and marketed by Precision Food under license from Dole. In connection with the
sale of a portion of its juice business to Tropicana Products, Inc. in May of
1995, Dole granted to Tropicana a royalty-free license to use certain
trademarks, including DOLE-Registered Trademark-, in Tropicana's juice business.

DOLE LATIN AMERICA

DOLE LATIN AMERICA sources and transports bananas grown in Colombia, Costa
Rica, Ecuador, Guatemala, Honduras, Nicaragua, Panama and Venezuela for markets
principally in North America, Europe, Russia, the Mediterranean and selected
Asian markets.

Fresh pineapples destined for the North American and Western European
markets are grown by Dole Latin America on plantations in Honduras and sourced
from independent producers in Costa Rica.

Dole sources table grapes, apples, pears and other deciduous fruit grown in
Chile, melons grown in Brazil, Costa Rica and Honduras, citrus fruit grown in
Honduras, and mangoes from Brazil, Costa Rica, Ecuador, Guatemala, Honduras,
Mexico and Peru for markets in North America and Western Europe.

Dole conducts other food and beverage operations in Honduras. It owns an
approximately 81% interest in, and operates, a beer and soft drink bottling
operation, a bottle crown plant, a plastic injection molding facility used
primarily for the manufacture of beer and soft drink plastic cases, a sugar mill
and sugar cane plantations, as well as a majority interest in an edible oils
refinery, a laundry soap factory, a palm oil extraction operation and a palm oil
plantation. The soft drink bottling operation, which sells its products
primarily in Honduras, competes against other local bottlers.

DOLE ASIA

DOLE ASIA sources bananas and fresh pineapples grown in the Philippines and
transports them to markets principally in Asia and the Middle East. Pineapples
used for processed products distributed around the world are grown primarily in
the Philippines and Thailand. Dole Asia also sources DOLE-Registered Trademark-
and MOUNTAIN-Registered Trademark- asparagus from the Philippines and
distributes and markets these products in Japan and other Asian countries.

Dole distributes domestic and imported fruits and vegetables, including
asparagus, broccoli, tomatoes, cabbage, radishes, carrots, lettuce, cherry
tomatoes and melons, and pre-cut fruits, vegetables and salads,

10-K405 6th Page of 22 TOC 1st Previous Next ↓Bottom Just 6th
in Japan. Dole owns and operates six distribution centers in Japan through joint
ventures with local distributors.

Snow Dole Co., Ltd., a joint venture of Dole and Snow Brand Milk Products
Co., Ltd. of Japan, processes and distributes frozen desserts, canned pineapple
and other processed foods in Japan. Dole granted to Snow Brand Milk Products a
royalty-free license to use certain trademarks, including
DOLE-Registered Trademark-, in Snow's juice business.

Dole also produces anthuriums and other tropical flowers in the Philippines
for export to Japan.

DOLE EUROPE

DOLE EUROPE is a major importer of bananas and other fresh fruits, dried
fruits, nuts and canned fruits in Europe, the Ivory Coast and the Near East.

Dole operates regional banana ripening facilities in France and Spain. It is
a partner in the largest French banana and pineapple producer and is a minority
partner in a banana export company in Guadeloupe. The Company is a minority
partner with the Jamaican Producer Group (the largest banana producer in
Jamaica) in the Jamaican Producers Fruit Distributors Ltd. in the United
Kingdom. This banana ripening and fruit distribution company distributes fresh
fruits and bananas under the DOLE-Registered Trademark- brand, as well as
Jamaican bananas, fruits and vegetables direct to retail stores in the United
Kingdom.

Dole is the majority partner, with the Livorno Stevedore Company C.I.L.P.,
in a major port discharge and distribution facility in the Italian port of
Livorno. Dole operates three banana ripening facilities and fruit and vegetable
distribution facilities in Italy. Dole operates a major fresh fruit and
vegetable distributor and banana ripener in northern Germany. Dole Europe is a
partner in a Norwegian joint venture which owns and operates a cut-salad plant
which supplies the Norwegian market. Dole owns and operates a banana ripening
and fresh fruit distribution facility near Istanbul, Turkey.

Dole owns and operates Pascual Hermanos, a major Spanish citrus and
vegetable producer and exporter.

Dole owns and operates a European dried fruit and nut business which sources
products from around the world for processing and packaging in France and
distribution in France and to other European markets.

RESEARCH AND DEVELOPMENT

Dole's research and development programs concentrate on improvements in
productivity, food safety and product quality of existing products and the
development of new value-added products, as well as agricultural research and
packaging design. Agricultural research is directed toward improving product
yields and product quality by examining and improving agricultural practices in
all phases of production (such as development of specifically adapted plant
varieties, land preparation, fertilization, cultural practices, pest and disease
control, and post-harvesting, packing, and shipping procedures), and includes
on-site technical services and the implementation and monitoring of recommended
agricultural practices. Research efforts are also directed towards integrated
pest management and biological pest control. Specialized machinery is also
developed for various phases of agricultural production and packaging which
reduces labor, improves productivity and efficiency and increases product
quality. Agricultural research is conducted at field facilities primarily in
California, Hawaii, Latin America and Asia.

WORLDWIDE OPERATIONS

Dole has significant food sourcing and related operations in Chile,
Colombia, Costa Rica, Ecuador, Guatemala, Honduras, the Philippines, Thailand
and the United States. Dole also sources food products in Algeria, Argentina,
Australia, Brazil, Cameroon, Greece, Italy, Ivory Coast, Mexico, New Zealand,

10-K405 7th Page of 22 TOC 1st Previous Next ↓Bottom Just 7th
Nicaragua, Panama, Peru, Spain, Syria, Tunisia, Turkey and Venezuela.
Significant volumes of Dole's fresh fruit and packaged products are marketed in
Canada, Western Europe, Japan and the United States, with lesser volumes
marketed in New Zealand, Hong Kong, South Korea, Russia, Australia and certain
countries in Asia, Eastern Europe, Scandinavia, the Middle East and Central and
South America. Exports of Dole's products to these countries, particularly
China, Japan, Russia, South Korea, Taiwan and the Middle East, are subject to
various restrictions which may be increased or reduced in response to
international political pressures, thus affecting Dole's ability to compete in
these markets. Some of Dole's dried fruit and nut products are marketed to Asia
and Western Europe. The European Union ("EU") banana regulations which impose
quotas and tariffs on bananas remained in effect in 1997 and continue to be in
effect in 1998. The World Trade Organization upheld, in a report during 1997, a
complaint from the United States, Ecuador, Mexico, Honduras and Guatemala, that
the EU had installed a "protectionist and discriminatory" banana trade regime by
favoring imports from former European colonies in Africa and the Caribbean.
Trade negotiations and discussions continue between the EU, the United States
and the individual banana exporting countries. These trade negotiations could
lead to further changes in the regulations governing banana exports to the EU.
The net impact of these changing regulations on Dole's future results of
operations is not determinable at this time.

Dole's foreign operations are subject to risks of expropriation, civil
disturbances, political unrest, increases in taxes and other restrictive
governmental policies, such as import quotas. Loss of one or more of its foreign
operations could have a material adverse effect on Dole's operating results.
Dole attempts to maintain a cordial working relationship in each country where
it operates. Because Dole's operations are a significant factor in the economies
of certain countries, its activities are subject to intense public and
governmental scrutiny, and may be affected by changes in the status of the host
economies, the makeup of the government or even public opinion in a particular
country.

The Company distributes its products in more than 90 countries throughout
the world. Dole's international sales are usually transacted in U.S. dollars and
major European and Asian currencies, while certain costs are incurred in
currencies different from those that are received from the sale of the product.
Results of operations may be affected by fluctuations in currency exchange rates
in both the sourcing and selling locations.

ENVIRONMENTAL AND REGULATORY MATTERS

Dole's agricultural operations are subject to a broad range of evolving
environmental laws and regulations in each country in which it operates. In the
United States, these laws and regulations include the Food Quality Protection
Act of 1996, the Clean Air Act, the Clean Water Act, the Resource Conservation
and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the
Comprehensive Environmental Response, Compensation and Liability Act.

Compliance with these foreign and domestic laws and related regulations is
an ongoing process which is not currently expected to have a material effect on
Dole's capital expenditures, earnings or competitive position. Environmental
concerns are, however, inherent in most major agricultural operations, including
those conducted by Dole, and there can be no assurance that the cost of
compliance with environmental laws and regulations will not be material.
Moreover, it is possible that future developments, such as increasingly strict
environmental laws and enforcement policies thereunder, and further restrictions
on the use of agricultural chemicals could result in increased compliance costs.

Dole's food operations are also subject to regulations enforced by, among
others, the U.S. Food and Drug Administration and state, local and foreign
equivalents and to inspection by the U.S. Department of Agriculture and other
federal, state, local and foreign environmental and health authorities. The U.S.
Food and Drug Administration enforces statutory standards regarding the branding
and safety of food products, establishes ingredients and manufacturing
procedures for certain foods, establishes standards of identity for foods and
determines the safety of food substances in the United States. Similar functions
are

10-K405 8th Page of 22 TOC 1st Previous Next ↓Bottom Just 8th
performed by state, local and foreign governmental entities with respect to food
products produced or distributed in their respective jurisdictions.

ITEM 2. PROPERTIES

The Company maintains executive offices in Westlake Village, California and
auxiliary executive offices in Los Angeles, California, both of which are leased
from third parties. Dole's various divisions also maintain headquarters offices
in Westlake Village and Bakersfield, California, which are leased from third
parties, and in Orland and Salinas, California and Wenatchee, Washington, which
are owned by the Company. The Company owns its Latin American regional
headquarters building in Costa Rica, as well as offices in Colombia and
Honduras. Dole Europe maintains its European headquarters in Paris, France and
regional offices in Hamburg, Germany, Brussels, Belgium, Milan, Italy and
Valencia, Spain, which are leased from third parties. It owns its offices in
Aguilas and Alemenara, Spain. Dole Latin America maintains regional offices in
Chile and Ecuador which are leased from third parties. Dole Asia maintains
offices in Hong Kong, Manila, the Philippines and Tokyo, Japan, which are leased
from third parties. The inability to renew any of the above office leases by the
Company would not have a material adverse effect on the Company's operating
results. The Company and each of its subsidiaries believe that their property
and equipment are generally well maintained, in good operating condition and
adequate for their present needs.

The following is a description of the Company's significant properties.

DOLE NORTH AMERICA

Dole's Hawaii pineapple and papaya operations for the fresh produce market
are located on the island of Oahu and total approximately 8,000 acres, 6,500 of
which are owned by the Company and the remainder of which are leased.

Dole produces citrus on approximately 10,000 acres in the San Joaquin Valley
of California owned directly or through partially-owned agricultural
partnerships and on substantial additional acreage under management
arrangements, as well as through independent growing arrangements. Dole also
provides care and management services for approximately 10,000 citrus acres in
Florida. Citrus is packed in seven Company-owned packing houses--five in
California and two in Florida.

Domestic table grapes are sourced from approximately 3,500 acres on three
Company-owned vineyards in the San Joaquin Valley. Domestic table grapes are
cooled in two Company-owned facilities in the San Joaquin Valley. Dole produces
wine grapes on approximately 400 acres and stone fruit on approximately 800
acres of Company-owned property in the San Joaquin Valley. The Company owns a
cherry packing and processing facility in Victor, California.

Dole produces apples and pears directly from four Company-owned orchards on
approximately 1,250 productive acres in Wenatchee and Chelan, Washington as well
as through independent growing arrangements. The Company also owns apple and
pear storage, processing and packing facilities in Wenatchee and Chelan.

The Company owns approximately 1,400 acres of farmland in California and
Arizona, and leases approximately 8,000 acres of farmland in California and
another 6,000 acres in Arizona in connection with Dole's vegetable operations.
The majority of this acreage is farmed under joint growing arrangements with
independent growers, while the remainder is farmed by Dole. The Company owns
cooling, packing and shipping facilities in Yuma, Arizona and the following
California cities: Marina, Holtville, Guadalupe, Gonzales and Huron.
Additionally, the Company has partnership interests in facilities in Yuma,
Arizona, Salinas, California and Mexico, and leases facilities in Oxnard,
California. The Company owns and operates state-of-the-art, value-added
processing plants in Yuma, Arizona, Soledad, California and Springfield, Ohio.

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Dole produces almonds from approximately 850 acres and pistachios from
approximately 3,000 acres of orchards in the San Joaquin Valley, owned or leased
by the Company, or by agricultural partnerships in which the Company has an
interest.

The Company owns and operates one almond processing and packing plant and
three almond receiving and storage facilities, all of which are located in the
San Joaquin and Sacramento Valleys.

The phase-out of the Company's Hawaii sugar operations was completed in
1996. The former sugar plantation consists of approximately 12,000 acres
(approximately 6,200 acres of which are owned and the remainder of which are
leased) which are partially used for diversified agricultural crops.

Portions of the Company's fresh fruit and vegetable farm properties are
irrigated by surface water supplied by local government agencies using
facilities financed by federal or state agencies, as well as from underground
sources. Water received through federal facilities is subject to acreage
limitations under the 1982 Reclamation Reform Act. The quantity and quality of
these water supplies varies depending on weather conditions and government
regulations. The Company believes that under normal conditions these water
supplies are adequate for current production needs.

DOLE LATIN AMERICA

Dole produces bananas directly from Company-owned plantations in Costa Rica,
Colombia, Honduras and Venezuela as well as through associated producers or
independent growing arrangements in those countries and in Ecuador, Guatemala,
Panama and Nicaragua. The Company owns approximately 18,420 acres in Honduras,
31,400 acres in Costa Rica, 3,000 acres in Colombia and 350 acres in Venezuela.
Dole owns a 50% interest in a Guatemala banana producer which owns or controls
approximately 9,600 acres in Guatemala.

Dole also grows pineapple on approximately 6,000 acres of owned land in
Honduras, primarily for the fresh produce market, and owns a juice concentrate
plant in Honduras for pineapple and citrus.

Dole produces citrus on approximately 600 acres of Company-owned land and
operates a grapefruit packing house in Honduras.

Dole grows grapes, stone fruit, kiwi and pears on approximately 2,400
Company-owned acres in Chile. Dole owns and operates 11 packing and cold storage
facilities, a corrugated box plant and a wooden grape box plant in Chile.

Dole operates Company-owned corrugated box plants in Chile, Colombia, Costa
Rica, Ecuador and Honduras.

The Company's operations in Honduras include an approximately 81% interest
in a beer and soft drink bottling operation, a bottle crown plant, a plastic
injection molding facility used primarily for the manufacture of beer and soft
drink plastic cases and a sugar mill, as well as a majority interest in an
edible oils refinery, a laundry soap factory, a palm oil extraction operation
and 3,800 acres of palm oil plantation.

Dole operates a fleet of 8 refrigerated containerships and 32 breakbulk
refrigerated ships, of which 20 are Company-owned or bareboat chartered and the
remainder are time chartered. The Company also owns or leases approximately
10,000 refrigerated containers and owns or leases approximately 9,400 chassis
and gensets. From time to time, excess capacity may be chartered to others or
may carry commercial cargo for third parties.

DOLE ASIA

Dole operates a pineapple plantation of approximately 24,000 acres in the
Philippines. Originally covered by a lease agreement between Dole and a
government-owned and controlled corporation, approximately 17,000 acres of the
plantation have been transferred to a cooperative of Dole employees

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that will acquire the land pursuant to agrarian reform law. The remaining
acreage in the Philippines is farmed pursuant to individual farm management
contracts. A cannery, freezer, juice concentrate plant, corrugated box plant and
can manufacturing plant, each owned by Dole, are located at or near the
plantation.

Dole owns and operates a cannery, can plant and juice concentrate plant
located in central Thailand and a second multi-fruit cannery in southern
Thailand. Through a subsidiary in Thailand controlled by Dole, Dole grows
pineapple on approximately 3,900 acres of leased land and purchases additional
supplies of pineapple in Thailand on the open market.

Dole operates six distribution facilities in Japan through joint ventures
with local distributors. Two of the distribution centers are located in Tokyo.
Through independent growing arrangements Dole sources product from over 1,200
Japanese farmers.

Dole also sources bananas through associated producers or independent
growing arrangements in the Philippines. A plastic extruding plant and a box
forming plant, both owned by Dole, are located near the plantations. With joint
venture partners, Dole Asia is developing approximately 7,500 acres of citrus
orchards in southwestern China.

DOLE EUROPE

Dole owns twelve banana ripening and fruit distribution facilities in
France, seven in Spain, three in Italy and one in Germany. The Company has a
minority interest in a French company which owns a majority interest in banana
and pineapple plantations in Cameroon and the Ivory Coast, and has banana
producing interests in the Ivory Coast. Dole owns a minority interest in a
banana ripening and fruit distribution company with five facilities in the
United Kingdom. Dole Europe is the majority owner in a port terminal and
distribution facility in Livorno, Italy. The Company owns a banana ripening and
fruit distribution facility near Istanbul, Turkey.

Dole owns and operates four citrus packing houses and three lettuce packing
houses in Spain. The Company also owns and operates approximately 360 acres of
greenhouses and grows lettuce, tomatoes and citrus fruit on approximately 3,500
acres in Spain. It owns its offices in Aguilas and Alemenara, Spain and leases
offices in Valencia, Spain.

In France, the Company owns a dried fruit and nut processing, packaging and
warehousing facility in Vitrolles, a date processing and packing plant in
Marseille and a prune processing and packaging plant in Agen.

ITEM 3. LEGAL PROCEEDINGS

In the Company's Form 10-Q for the quarter ended October 4, 1997, the
Company described certain lawsuits that had been filed in Texas against some of
the manufacturers of a formerly widely used agricultural chemical called DBCP,
the Company and several of its competitors. In these lawsuits, a large number of
foreign nationals allege personal injuries caused by contact with DBCP. The
plaintiffs claim that during the 1960's and 1970's they were employees of
Company subsidiaries, competitors and independent local growers. In October
1995, four of the six cases pending in Texas state courts were removed to Texas
federal court and dismissed by the Texas federal court on the grounds that the
plaintiffs' home countries are the more appropriate forums for the claims. This
dismissal involved approximately 75% of the Texas plaintiffs, many of whom have
now filed claims in their home countries of Costa Rica, Ecuador, Honduras,
Nicaragua and the Philippines. The two remaining Texas state court cases were
removed to Texas federal court, one of which has since been dismissed. Similar
DBCP actions were filed in Louisiana state court in

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June 1995 by plaintiffs from some of the same foreign countries. The Louisiana
cases were removed to federal court but were remanded in September 1996.
Additional DBCP actions were filed in the state courts of Mississippi, in May of
1996 and of Hawaii in October of 1997. These cases have been removed to federal
court. As to all such matters, the Company has denied liability and asserted
substantial defenses. In the opinion of management, after consultation with
outside counsel, the pending lawsuits are not expected to have a material
adverse effect on the Company's financial position or results of operations.

The Company is involved from time to time in various claims and legal
actions incident to its operations, both as plaintiff and defendant. In the
opinion of management, after consultation with outside counsel, none of the
claims or actions to which the Company is a party is expected to have a material
adverse effect on the Company's financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
quarter ended January 3, 1998.

EXECUTIVE OFFICERS OF THE REGISTRANT

Below is a list of the names and ages of all executive officers of the
Company as of March 20, 1998 indicating their positions with the Company and
their principal occupations during the past five years. The current terms of the
executive officers will expire at the next organizational meeting of the
Company's Board of Directors or at such time as their successors are elected.

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POSITIONS WITH THE COMPANY AND SUBSIDIARIES
NAME AND AGE AND FIVE-YEAR EMPLOYMENT HISTORY
------------------------------------------ --------- --------------------------------------------------------------

David H. Murdock.......................... (74) Chairman of the Board, Chief Executive Officer and Director of
the Company since July 1985. Chairman of the Board, Chief
Executive Officer and Director of Castle & Cooke, Inc. since
October 1995. Since June 1982, Chairman of the Board and
Chief Executive Officer of Flexi-Van Leasing, Inc., a
Delaware corporation wholly-owned by Mr. Murdock. Sole owner
and developer of the Sherwood Country Club in Ventura
County, California, and numerous other real estate
developments; also sole stockholder of numerous corporations
engaged in a variety of business ventures and in the
manufacture of textile-related products and industrial and
building products.

David A. DeLorenzo........................ (51) President and Chief Operating Officer of the Company since
March 1996. President of Dole Food Company-International
from September 1993 to March 1996. Executive Vice President
of the Company from July 1990 to March 1996. Director of the
Company since February 1991. President of Dole Fresh Fruit
Company from September 1986 to June 1992.

Gregory L. Costley........................ (44) President of Dole North America Fruit since March 1996.
President of Dole Bakersfield from April 1994 to March 1996.
President of Dole Citrus from February 1992 to April 1994.

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Lawrence A. Kern.......................... (50) President of Dole Fresh Vegetables, Inc. since January 1993.

Peter M. Nolan............................ (55) President of Dole Packaged Foods Company since February 1995.
Senior Vice President, Sales and Marketing of Dole Packaged
Foods from August 1994 to February 1995. Senior Vice
President, Sales and Marketing for Dole Fresh Fruit and
Vegetables, North America Division, from October 1992 to
August of 1994.

David A. Cohen............................ (34) Senior Vice President-Acquisitions and Investments of the
Company since October 1996. Director of Mergers and
Acquisitions of the Company from March 1991 to December
1996. Director of Investments of Pacific Holding Company (a
sole proprietorship of Mr. Murdock) since March 1991.

John W. Tate.............................. (47) Vice President and Chief Financial Officer of the Company
since October 1997. Senior Vice President and Chief
Financial Officer of Dole Europe from June 1996 to October
1997. Senior Vice President and Chief Financial Officer of
Dole Fresh Vegetables from November 1994 to June 1996. Vice
President, Finance and Administration of Dole Fresh
Vegetables from January 1993 to November 1994.

Harvey J. Heimbuch........................ (65) Vice President of the Company since December 1996. Chief
Accounting Officer and Controller of the Company from
December 1996 to October 1997. Vice President-Finance of
Dole Packaged Foods Company from May 1988 to December 1996.

George R. Horne........................... (61) Vice President-Human Resources of Dole since February 1986.
Vice President of the Company since October 1982.

Edward A. Lang, III....................... (42) Vice President-Treasurer of the Company since July 1996.
Assistant Treasurer from December 1993 to July 1996. Manager
of International Finance of the Company from June 1989 to
December 1993.

Patrick A. Nielson........................ (47) Vice President-International Legal and Regulatory Affairs of
the Company since October 1995. Vice President and General
Counsel-Food Operations of the Company from May 1994 to
October 1995. General Counsel-Food Operations of the Company
from July 1991 to May 1994.

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J. Brett Tibbitts......................... (42) Vice President, Corporate General Counsel and Corporate
Secretary of the Company since October 1995. Vice President
and Corporate General Counsel of the Company from May 1994
to October 1995. General Counsel--Corporate of the Company
from June 1992 to May 1994.

Roberta Wieman............................ (54) Vice President of the Company since February 1995. Executive
Assistant to the Chairman of the Board and Chief Executive
Officer from November 1991 to February 1995. Vice President
and Corporate Secretary of Castle & Cooke, Inc. since April
1996. Secretary of Pacific Holding Company (a sole
proprietorship of Mr. Murdock) since January 1992.

James A. Dykstra.......................... (36) Controller and Chief Accounting Officer of the Company since
October 1997. Chief Financial Officer of Dole Latin America
from October 1995 to October 1997. Controller of Dole Latin
America from August 1990 to October 1995.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

As of March 20, 1998, there were approximately 12,365 holders of record of
the Company's Common Stock. Additional information required by Item 5 is
contained on pages 33, 36, 41 and 43 of the Dole Annual Report. Such information
is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

There is hereby incorporated by reference the information appearing under
the caption "Results of Operations and Selected Financial Data" on page 41 of
the Dole Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

There is hereby incorporated by reference the information appearing under
the caption "Management's Discussion and Analysis of Results of Operations and
Financial Position" on pages 38, 39 and 40 of the Dole Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

There is hereby incorporated by reference the information appearing on pages
25 through 37 of the Dole Annual Report. See also Item 14 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no changes in the Company's independent public accountants
for the 1997 and 1996 fiscal years nor have there been any disagreements with
the Company's independent public accountants on accounting principles or
practices for financial statement disclosures.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There is hereby incorporated by reference the information regarding the
Company's directors to appear under the caption "Election of Directors" in the
Company's definitive proxy statement for its 1998 Annual Meeting of Stockholders
(the "1998 Proxy Statement"). See the list of the Company's executive officers
and related information under "Executive Officers of the Registrant", which is
set forth in Part I hereof.

ITEM 11. EXECUTIVE COMPENSATION

There is hereby incorporated by reference the information to appear under
the captions "Remuneration of Directors" and "Compensation of Executive
Officers" in the 1998 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There is hereby incorporated by reference the information with respect to
security ownership to appear under the captions "General Information",
"Beneficial Ownership of Certain Stockholders" and "Security Ownership of
Directors and Executive Officers" in the 1998 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is hereby incorporated by reference the information to appear under
the caption "Certain Transactions" in the 1998 Proxy Statement.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements:

The following consolidated financial statements are included in the Dole
Annual Report and are incorporated herein by reference:

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ANNUAL
REPORT
PAGES
-----------

Consolidated Statements of Income--fiscal years ended January 3, 1998, December 28,
1996 and December 30, 1995......................................................... 25
Consolidated Balance Sheets--January 3, 1998 and December 28, 1996................... 26
Consolidated Statements of Cash Flow--fiscal years ended January 3, 1998, December
28, 1996 and December 30, 1995..................................................... 27
Notes to Consolidated Financial Statements........................................... 28-36
Report of Independent Public Accountants............................................. 37

2. Financial Statement Schedules:

FORM 10-K
PAGES
-----------

Independent Public Accountants' Report on Financial Statement Schedule............... F-1
Schedule II--Valuation and Qualifying Accounts....................................... F-2

All other schedules are omitted because they are not applicable, not
required or the information is included elsewhere in the financial statements or
notes thereto.

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3. Exhibits:

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EXHIBIT
NO.
---------

3.1 The Restated Articles of Association of the Company, as amended through July 30, 1991. Incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1991, File No. 1-4455.

3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.

4.1 Credit Agreement dated as of July 29, 1996 among the Company, The Chase Manhattan Bank, as Administrative
Agent and Lender; Bank of America National Trust & Savings Association, as Syndication Agent and
Lender; Citibank, N.A., as Documentation Agent and Lender; and the financial institutions which are
Lenders thereunder, relating to the Company's $400 million revolving credit facility. Incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-QA for the quarter ended October
5, 1996, File No.1-4455.

4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust Company of California,
relating to $300 million of the Company's senior notes. Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, event date May 6, 1993, File No. 1-4455.

4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust Company of California,
relating to $400 million of the Company's senior notes. Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, event date July 15, 1993, File No. 1-4455.

4.4 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each
instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized
principal amount of which does not exceed 10% of the consolidated assets of the Company and its
subsidiaries.

Executive Compensation Plans and Arrangements--Exhibits 10.1-10.9:

10.1 The Company's 1991 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 4, 1997, File No. 1-4455.

10.2 The Company's 1982 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 4, 1997, File No. 1-4455.

10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989), First
Restatement. Incorporated by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 29, 1990, File No. 1-4455.

10.4 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.

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EXHIBIT
NO.
---------

10.6 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.

10.7 The Company's 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan, as amended effective
October 1, 1997. Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended October 4, 1997, File No. 1-4455.

10.8 The Company's Stock Ownership Enhancement Program, as effective July 31, 1997. Incorporated by reference
to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 4,
1997, File No. 1-4455.

10.9 The Company's 1995 Non-Employee Directors Stock Option Plan. Incorporated by reference to Exhibit 4.1 to
the Company's Report on Form S-8 filed on June 28, 1995, Registration No. 33-60641.

11 Computations of earnings per common share.

13 Dole Food Company, Inc. 1997 Annual Report for the fiscal year ended January 3, 1997. (This Report is
furnished for information of the Commission and, except for those portions thereof which are expressly
incorporated by reference herein, is not "filed" as a part of this Annual Report on Form 10-K.)

21 Subsidiaries of Dole Food Company, Inc.

23 Consent of Arthur Andersen LLP.

27 Financial Data Schedules.

(b) Reports on Form 8-K:

No current reports on Form 8-K were filed by the Company during the last
quarter of the year ended January 3, 1998.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

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DOLE FOOD COMPANY, INC.
REGISTRANT

March 27, 1998

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By: /s/ DAVID H. MURDOCK
-----------------------------------------
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/ DAVID H. MURDOCK Chairman of the Board and
------------------------------ Chief Executive Officer March 27, 1998
David H. Murdock and Director

/s/ DAVID A. DELORENZO
------------------------------ President, Chief Operating March 27, 1998
David A. DeLorenzo Officer and Director

/s/ JOHN W. TATE
------------------------------ Chief Financial Officer March 27, 1998
John W. Tate

Controller and Chief
/s/ JAMES A. DYKSTRA Accounting Officer
------------------------------ (Principal Accounting March 27, 1998
James A. Dykstra Officer)

/s/ ELAINE L. CHAO
------------------------------ Director March 27, 1998
Elaine L. Chao

/s/ MIKE CURB
------------------------------ Director March 27, 1998
Mike Curb

/s/ RICHARD M. FERRY
------------------------------ Director March 27, 1998
Richard M. Ferry

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/s/ JAMES F. GARY
------------------------------ Director March 27, 1998
James F. Gary

/s/ ZOLTAN MERSZEI
------------------------------ Director March 27, 1998
Zoltan Merszei

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EXHIBIT INDEX

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EXHIBITS PAGE
----------- ---------

3.1 The Restated Articles of Association of the Company, as amended through July 30, 1991.
Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991, File No. 1-4455..........................................

3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994,
File No. 1-4455...............................................................................

4.1 Credit Agreement dated as of July 29, 1996 among the Company, The Chase Manhattan Bank, as
Administrative Agent and Lender; Bank of America National Trust & Savings Association, as
Syndication Agent and Lender; Citibank, N.A., as Documentation Agent and Lender; and the
financial institutions which are Lenders thereunder, relating to the Company's $400 million
revolving credit facility. Incorporated by reference to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-QA for the quarter ended October 5, 1996, File No. 1-4455...................

4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust Company of
California, relating to $300 million of the Company's senior notes. Incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K, event date May 6, 1993, File No.
1-4455.

4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust Company of
California, relating to $400 million of the Company's senior notes. Incorporated by reference
to Exhibit 4 to the Company's Current Report on Form 8-K, event date July 15, 1993, File No.
1-4455........................................................................................

4.4 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of
each instrument with respect to issues of long-term debt of the Company and its subsidiaries,
the authorized principal amount of which does not exceed 10% of the consolidated assets of the
Company and its subsidiaries..................................................................

Executive Compensation Plans and Arrangements - Exhibits 10.1 - 10.9:

10.1 The Company's 1991 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated
by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 4, 1997, File No. 1-4455................................................

10.2 The Company's 1982 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 4, 1997, File No. 1-4455................................................

10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989),
First Restatement. Incorporated by reference to Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4455.....................

10.4 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No.
1-4455........................................................................................

10.5 Dole Food Company, Inc. Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.16 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No.
1-4455........................................................................................

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EXHIBITS PAGE
----------- ---------

10.6 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994......................................................................................

10.7 The Company's 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan, as amended
effective October 1, 1997. Incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended October 4, 1997, File No.
1-4455........................................................................................

10.8 The Company's Stock Ownership Enhancement Program, as effective July 31, 1997. Incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 4, 1997, File No. 1-4455................................................

10.9 The Company's 1995 Non-Employee Directors Stock Option Plan. Incorporated by reference to
Exhibit 4.1 to the Company's Report on Form S-8 filed on June 28, 1995, Registration No.
33-60641......................................................................................

11 Computations of earnings per common share.......................................................

13 Dole Food Company, Inc. 1997 Annual Report for the fiscal year ended January 3, 1997. (This
Report is furnished for information of the Commission and, except for those portions thereof
which are expressly incorporated by reference herein, is not "filed" as a part of this Annual
Report on Form 10-K.).........................................................................

21 Subsidiaries of Dole Food Company, Inc..........................................................

23 Consent of Arthur Andersen LLP..................................................................

27 Financial Data Schedules........................................................................

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Shareholders and Board of Directors
of Dole Food Company, Inc.;

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Dole Food Company, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 6, 1998. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the preceding index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

/s/ ARTHUR ANDERSEN LLP

Los Angeles, California
April 2, 1998

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DOLE FOOD COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS

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ADDITIONS
--------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COSTS AND OTHER BALANCE AT
OF YEAR EXPENSES ACCOUNTS(B) DEDUCTIONS(A) END OF YEAR
----------- ----------- ------------- ------------- -----------
(IN THOUSANDS)

Year Ended January 3, 1998
Allowance for doubtful accounts
Trade receivables $ 40,766 $ 4,932 -- $ 7,829 $ 37,869
Notes and other current receivables 20,988 4,994 -- 3,752 22,230
Long-term receivables 13,474 10,951 3,300 3,269 24,456

Year Ended December 28, 1996
Allowance for doubtful accounts
Trade receivables $ 32,329 $ 18,271 -- $ 9,834 $ 40,766
Notes and other current receivables 14,665 8,992 -- 2,669 20,988
Long-term receivables 10,399 5,311 -- 2,236 13,474

Year Ended December 30, 1995
Allowance for doubtful accounts
Trade receivables $ 25,034 $ 11,120 -- $ 3,825 $ 32,329
Notes and other current receivables 10,034 5,588 -- 957 14,665
Long-term receivables 13,895 2,584 -- 6,080 10,399

Note:

(A) Write-off of uncollectible amounts.

(B) Net reserve established in connection with asset purchase.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K405’ Filing	Date	First	Last	Other Filings

Filed on:	4/3/98			DEF 14A
	4/2/98	21
	3/27/98	17	18
	3/20/98	1	13
	2/6/98	21
For Period End:	1/3/98	1	22
	10/4/97	10	20
	10/1/97	16	20
	7/31/97	15	20
	1/3/97	16	20
	12/28/96	14	22
	10/5/96	15	19	10-Q, 10-Q/A
	7/29/96	15	19
	12/30/95	14	22	10-K
	6/28/95	16		S-8
	12/31/94	16		10-K405
	1/1/94	15	19	10-K
	7/15/93	15	19
	5/6/93	15	19
	4/15/93	15	19
	3/25/93	15	19
				List all Filings

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Filing Submission 0001047469-98-013699 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Dole Food Co Inc – ‘10-K405’ for 1/3/98

As of: Friday, 4/3/98 · For: 1/3/98 · Accession #: 1047469-98-13699 · File #: 1-04455

Previous ‘10-K405’: ‘10-K405’ on 3/30/95 for 12/31/94 · Next: ‘10-K405’ on 3/31/00 for 1/1/00 · Latest: ‘10-K405’ on 3/29/02 for 12/29/01

Annual Report — [x] Reg. S-K Item 405 — Form 10-KFiling Table of Contents

10-K405 — Annual Report — [x] Reg. S-K Item 405Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

10-K405 — Annual Report — [x] Reg. S-K Item 405
Document Table of Contents