DOLE FOOD COMPANY INC - 10-K Annual Report

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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 1, 1994
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)

31355 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:

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) 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 registrants'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 asMarch 16, 1994 was approximately $1,608,744,271.

The number of shares of Common Stock outstanding as of March 16, 1994 was
59,466,535.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1993 Annual Report to Stockholders for the year
ended January 1, 1994 are incorporated by reference into Parts I, II and IV.

Portions of the registrant's definitive Proxy Statement for its 1994 Annual
Meeting of Stockholders are incorporated by reference into Part III.

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DOLE FOOD COMPANY, INC.
FORM 10-K
FISCAL YEAR ENDED JANUARY 1, 1994
TABLE OF CONTENTS

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

PART I
1. Business................................................... 1
2. Properties................................................. 9
3. Legal Proceedings.......................................... 12
4. Submission of Matters to a Vote of Security Holders........ 12
Executive Officers of the Registrant....................... 12
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters....................................... 13
6. Selected Financial Data.................................... 13
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 14
8. Financial Statements and Supplementary Data................ 14
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 14
PART III
10. Directors and Executive Officers of the Registrant......... 14
11. Executive Compensation..................................... 14
12. Security Ownership of Certain Beneficial Owners and
Management................................................ 14
13. Certain Relationships and Related Transactions............. 14
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form
8-K....................................................... 15
(a)1. Index to Financial Statements........................ 15
2. Index to Financial Statement Schedules.................. 15
3. Index to Exhibits....................................... 15
(b)Reports on Form 8-K..................................... 17
Signatures............................................................ 18
Financial Statements and Financial Statement Schedules................ F-1-F-7

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". The Company's principal executive offices are located at 31355
Oak Crest Drive, Westlake Village, California 91361, telephone (818) 879-6600.
At January 1, 1994, the Company had approximately 45,300 full-time employees
worldwide.

The Company is engaged in three principal businesses: food production and
distribution, real estate development and resorts. The Company is one of the
largest companies engaged in the worldwide sourcing, processing, distributing
and marketing of high quality, branded food products. The Company's food
operations are conducted through the Company's food group ("Dole"), which
procures, grows, processes and markets fruits, vegetables and nuts in the
following locations: North America; Latin America, principally Chile, Colombia,
Costa Rica, Ecuador, Honduras and Panama; Asia, principally Japan, the
Philippines and Thailand; and Europe, principally Germany, France and Italy.
The Company's food business includes beverage operations which produce and
distribute products in a number of markets throughout the world.

The Company's real estate operations are conducted under the "Castle & Cooke"
name through the Company's real estate group which develops residential,
commercial, industrial and retail properties in Hawaii, California and Arizona.
In March, 1993, the Company's homebuilding and residential development
subsidiary, Castle & Cooke Homes, Inc., completed the initial public offering
of 5,400,000 shares of its common stock. The Company retains an approximate 82%
interest in Castle & Cooke Homes, Inc., which is listed on the New York Stock
Exchange under the symbol "CKI".

The Company's resort operations are located on the Hawaiian Island of Lana'i
and include two luxury resorts: The Lodge at Koele and The Manele Bay Hotel.

The Company's food, real estate development and resort operations are
described below. For detailed financial information with respect to the
revenue, operating income and assets of the Company's food products, real
estate and resort segments, and its operations in various geographic areas, see
the Company's Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements, which are included in its 1993 Annual Report
for the fiscal year ended January 1, 1994 (the "Dole Annual Report") and
incorporated by reference in Part II of this report.

FOOD

General

Dole is engaged in the worldwide sourcing, processing, distributing and
marketing of high quality branded food products. Dole provides retail and
institutional customers and other food product companies with high quality
products bearing the DOLE(R) name which are produced and improved through
research, agricultural assistance and advanced harvesting, processing, packing,
cooling, shipping and marketing techniques.

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, to a lesser
extent, in carrots. Dole is the second largest processor of California raisins
and processes significant amounts of California's almond, pistachio and date
crops. It is a major participant in the chilled, shelf-stable and frozen juice
markets with DOLE(R) 100% pineapple juice and 100% blended juice varieties.

Dole's fresh food 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

1

through advances to growers of certain products. Fresh fruit and vegetable
products, dried fruit and nuts and processed pineapple products are, for the
most part, packed and/or processed directly by Dole. Other processed foods,
such as fruit juices, are obtained through co-production arrangements with
independent manufacturers. Co-producers manufacture these products pursuant to
strict specifications and under Company supervision designed to ensure
consistently high product quality.

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 DOLE(R) 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 fruits and nuts. 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
distribution companies, as well as a large number of smaller independent
distributors, including 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 produce market. However,
numerous smaller independent distributors also compete with Dole in the market
for fresh vegetables. With respect to packaged products, Dole competes against
a number of large U.S. companies, as well as a substantial number of smaller
independent canners; Dole's processed pineapple also competes against a
significant volume of product processed abroad by foreign competitors. Dole's
citrus and dried fruit and nut products compete primarily against large grower
cooperatives with strong brand recognition.

Dole's earnings from its fresh fruit, vegetable and dried fruit and nut
operations, and its packaged foods 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 (particularly
for dried fruit, nuts and citrus), total worldwide industry volumes, the
seasonality of consumer demand, foreign currency exchange fluctuations and
foreign political risks.

Products

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

Dole sources, harvests, cools, distributes and markets approximately 25
different types of fresh vegetable products, including iceberg lettuce, red and
green leaf lettuce, romaine lettuce, butter lettuce, celery, cauliflower, green
cauliflower, broccoli, carrots, brussels sprouts, spinach, red and green
onions, asparagus, cucumbers, snow peas, artichokes, strawberries and
raspberries. Dole also markets value-added products such as complete salad
packs, fresh-cut salad mix, red and green cabbage, carrots, iceberg lettuce,
coleslaw and broccoli and cauliflower florets.

Dole sources, processes and markets almonds, pistachios, dates, raisins,
prunes and trail mixes.

2

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

Dole produces and markets processed food products including sliced, chunk,
tidbit and crushed pineapple in cans, as well as tropical fruit salad, and
markets mandarin oranges. Dole also markets DOLE(R) juice drinks and
DOLEWHIP(R) soft-serve, non-dairy dessert.

Dole's products are marketed through 24 direct selling offices in North
America, nine in Europe, four in Japan, one in Hong Kong, one in Korea, one in
the Middle East, one in the Philippines, one in Singapore and one in Taiwan, as
well as through independent brokers.

In September 1993, Dole announced a new management initiative for its
worldwide food company operations. In each of Dole's major world markets --
North America, Latin America, Asia and Europe -- Dole's internal management
structure was reorganized to integrate responsibility for all food operations
and marketing in each region.

Dole North America

DOLE NORTH AMERICA sources, distributes and markets DOLE(R) fresh fruits and
vegetables, dried fruit and nuts and other processed food products, including
processed pineapple, juices and juice concentrates, in North America.

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

Fresh vegetables marketed by Dole are generally grown by independent growers
in California, Arizona, Colorado and northern and central 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, Asia and Western Europe.

Dole has an agreement with Nestle Dairy Systems, Inc., a subsidiary of Nestle
USA, Inc., in 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(R), SUNTOPS(TM),
FRESH LITES(R), FRUIT 'N YOGURT(TM) AND FRUIT 'N CREAM(TM) bars and, in the
premium novelty category, Fruit Sorbet.

Dried fruit and nut products are sourced from independent growers and, to a
lesser extent, produced by Dole North America. They are packaged for the retail
consumer and in bulk for cereal, confectionery and other food processors and
for food service use. Raisins are acquired from growers and dehydrators located
in the San Joaquin Valley of California. These products are marketed
domestically and overseas, primarily in Western Europe and Asia. Approximately
60% of all production is sold to other food processors for eventual use in
other food products. Raisins account for the largest portion of dried fruit and
nut sales.

Dole Latin America

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

3

Fresh pineapples destined for the North American and Western European markets
are grown by Dole Latin America on plantations in Honduras, the Dominican
Republic and Costa Rica.

Dole Latin America sources table grapes, apples, pears and other deciduous
and tropical fruit grown in Chile, melons grown in Ecuador and citrus fruit
grown in Honduras and Argentina for markets in North America, Western Europe
and Asia.

Dole operates a fleet of approximately 35 refrigerated vessels, of which 8
are Company-owned and the remainder are chartered. From time to time, excess
capacity may be chartered or subchartered to others.

Dole Latin America conducts other food and beverage operations in Honduras,
including an approximately 71% interest in a beer and soft drink bottling
operation, a bottle crown and carton facility for beverage-related products, a
plastic injection facility used primarily for the manufacture of beer and soft
drink plastic cases, a sugar mill, as well as a majority interest in an edible
oils refinery, a laundry soap factory and a palm oil plantation. The beer and
soft drink bottling operation, which sells its products primarily in Honduras,
competes against other local soft drink bottlers. Competition focuses on
product quality, consumer marketing programs and the effectiveness of the
distribution system.

Dole Asia

Bananas and pineapples grown in the Philippines are transported to markets
principally in Asia and the Middle East. DOLE ASIA also sources DOLE(R) and
Mountain(R) asparagus from the Philippines and distributes and markets these
products in Japan and other Asian countries.

Snow Dole Co., Ltd., a joint venture of Dole and Snow Brand Milk Products
Co., Ltd. of Japan, processes and distributes a full line of 100% fruit juices,
frozen desserts and canned pineapple in Japan. Pineapples used for processed
products are grown primarily in Thailand and the Philippines, and, to a lesser
extent, in the Dominican Republic and Honduras.

Dole Asia, with joint venture partners, is developing citrus orchards and
juice processing facilities on mainland China.

Dole Asia also produces leather-leaf ferns, anthuriums and other tropical
flowers in the Philippines for export to Japan. Dole recently announced its
intention to close its shrimp farming operation in the Philippines.

Dole Europe

In January 1993, DOLE EUROPE acquired a French dried fruit and nut business
which sources products from around the world for processing, packaging and
distribution in France and to other European markets. This business complements
the Company's current California operations by expanding the line of dried
fruit and nut products sold throughout Europe.

In early 1993, Dole Europe acquired three regional banana ripening and
distribution companies in France, which complement the Company's investment in
another French banana importer and ripening company. In 1993, the Company's
designer and builder of banana ripening facilities and equipment established a
European division.

At the end of 1993, the Company acquired affiliated fruit juice businesses
which produce and distribute juice products in Europe and the United States
under the Looza(R), Fruvita(R) and Juice Bowl(R) brands. Looza(R) is a leader
in shelf-stable juices and nectars in its market sector. Fruvita(R) is the
leader in the chilled fruit juice category in continental Europe. Juice Bowl(R)
brand juice products are distributed in the United States.

4

Research and Development

Dole's research and development programs concentrate on the development of
new value-added products and new uses for existing products, as well as
agricultural research and packaging design for improving product quality. New
product development and packaging research activities are conducted primarily
at Dole's research technical center in San Jose, California.

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. 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.

Foreign Operations

Dole has significant food sourcing and related operations in Chile, Colombia,
Costa Rica, the Dominican Republic, Ecuador, Honduras, Nicaragua, the
Philippines and Thailand. Dole also sources food products in Algeria,
Argentina, Australia, Cameroon, China, Greece, Italy, Ivory Coast, Mexico, New
Zealand, Panama, Peru, Spain, Syria, Tunisia, Turkey and Venezuela. Significant
volumes of Dole's fresh fruit and packaged products are marketed in Canada,
Western Europe and Japan, with lesser volumes marketed in New Zealand, Hong
Kong, South Korea, 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 Japan, South Korea and Taiwan, 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. Significant volumes of Dole's dried fruit and nut products
are marketed to Asia and Western Europe. The new European Community ("EC")
banana regulations which impose quotas on bananas exported from Latin America
were implemented on July 1, 1993. These regulations disrupted traditional
trading patterns causing banana volumes displaced by the EC restrictions to be
shipped into North America and non-EC European banana markets, resulting in
lower prices in the affected markets. Present and proposed agricultural
subsidies to Western European growers and processors, and phytosanitary
restrictions on imported products could also affect Dole's ability to market
its products in Western Europe. A small portion of Dole's vegetable products is
exported to markets outside the United States and Canada, primarily to Asia and
Western Europe.

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. Dole's international sales are usually transacted in U.S.
dollars and major European and Asian currencies, while many of its costs are
incurred in currencies different from those that are received from the sale of
the product. Results of operations may be significantly 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 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.

5

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. Among
other things, 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 performed by state, local and foreign
governmental entities with respect to food products produced or distributed in
their respective jurisdictions.

Several of Dole's products, including but not limited to dried fruit, nuts
and citrus fruit, are or in the future may be subject to, federal and state
marketing orders which may affect the quantities of such products that can be
sold at any one time, the amount of such products that must be held in reserve,
the manner in which such products can be processed, quality standards for such
products and various other matters relating to the marketing and sale of such
products.

Sources and Availability of Raw Materials

The major raw material and operating supplies used by Dole are seed and other
planting materials, fuels for transportation, agricultural chemicals, packaging
materials and tinplate. Generally, all of these items are readily available
from a number of sources; however, operations would be affected by any
substantial reductions in supply.

REAL ESTATE

The Company conducts real estate activities, including residential,
commercial and/or industrial real estate projects, in Hawaii, California,
Arizona, North Carolina, Georgia and Mississippi. The Company generally
competes against a number of large, well-capitalized real estate developers for
residential, commercial and industrial projects. The Company competes for
residential sales with other developers, homebuilders and individuals reselling
existing residential housing in the greater metropolitan areas in which it
conducts business. The Company competes primarily on the basis of location,
prices, quality and design. The Company also competes with other developers and
homebuilders for desirable properties, financing, raw materials and skilled
labor. The Company's real estate's operations are subject to a variety of risks
including increases in mortgage interest rates, shifts in population, real
estate market fluctuations, changes in the desirability and preferences for
residential, commercial and industrial areas, and the effects of changes in tax
laws. Land use planning, management and development are also subject to local
zoning, economic and political constraints.

Residential Real Estate Operations

All of the Company's residential real estate activities, except on the Island
of Lana'i, are currently conducted through Castle & Cooke Homes, Inc. ("CKI").
In March 1993, the Company's homebuilding and residential development
subsidiary, CKI, completed the initial public offering of 5,400,000 shares of
its common stock. Dole retains approximately an 82% interest in CKI, which is
listed on the New York Stock Exchange under the symbol "CKI".

6

In connection with the initial public offering, the Company entered into an
Exclusive Residential Development Agreement with CKI, which provides, subject
to certain exceptions, that until March 4, 2043, the Company will conduct all
of its residential real estate development business in the United States
through CKI, other than such activities on the Island of Lana'i. The Company
also granted to CKI the right of first refusal to purchase up to 12,500 acres
in Hawaii, California and Arizona. The right of first refusal expires March 4,
2013.

In Hawaii, Mililani Town, located in central Oahu, is being developed as a
3,500-acre master-planned community, complete with homes, parks, recreation
centers, schools, shopping centers and a library. In Mililani Makai, the first
section of the community to be developed, approximately 9,300 units on
approximately 2,300 acres of land have been sold. Mililani Mauka is the
section of Mililani Town now undergoing development; current plans call for
the development of approximately 6,600 units on 1,200 acres over the next ten
years. The necessary land use and zoning approvals for the first phase of
4,500 units on approximately 790 acres in Mililani Mauka have been received,
and 1,496 units have been sold through January 1, 1994.

Other active Hawaii developments include Royal Kunia and The Crowne at
Wailuna. During 1993, the Company substantially completed Sunset Pointe at
Waikele, a residential development on approximately 35 acres in central Oahu.
This development consists of 251 single-family detached homes and two
homesites. Deliveries of finished homes began in May 1992 and as of January 1,
1994, only two homes remain to be sold.

Royal Kunia is a 270-acre master-planned community to be built on the Ewa
Plain in central Oahu. Royal Kunia is owned by a limited partnership in which
a wholly-owned subsidiary of CKI is the sole general partner and holds a 50%
interest. The development, when completed in accordance with the master plan,
will offer single-family and multi-family housing adjacent to commercial
properties, parks and recreational facilities. The master plan provides for
1,748 units, and the first homes are currently expected to be delivered in the
second half of 1994.

The Crowne at Wailuna is the fourth and final phase of a planned residential
community above Pearl City on the Island of Oahu. This 26-acre parcel was
purchased by the Company in 1993. It is planned to include 158 detached homes
developed under condominium ownership. The first homes are currently expected
to be delivered in late 1994.

Na Pu'u Nani at Waikoloa is a proposed 640 unit residential development on
approximately 255 acres of land in south Kohala on the Island of Hawaii. Site
development and construction of infrastructure have not yet begun. Na Pu'u
Nani is owned by a joint venture in which a subsidiary of CKI is the managing
general partner and holds a 30% interest. The joint venture has filed suit
against the third party which owned the property prior to the joint venture,
seeking various remedies, including recision of the purchase of the property.
If an adequate remedy is not granted, the project could be postponed or
cancelled.

In Bakersfield, California, planned residential communities are being
developed on approximately 5,070 acres. The property was in various stages of
development when acquired in late 1987. Approximately 1,535 acres are
currently zoned for development, portions of which have been master-planned
and subdivided, with roadways and utilities constructed to each subdivision.
In Bakersfield, lots are sold to independent builders for single family
projects, and in 1992, CKI began building homes.

Current residential development activities in Bakersfield include Silver
Creek, Seven Oaks and Brimhall. Silver Creek is a master-planned community
encompassing approximately 600 acres. Homes and homesites are offered at three
price levels. Approximately 1,350 homes and homesites remain to be developed
on approximately 430 acres.

Seven Oaks is a master-planned community on approximately 1,000 acres and is
designed to be the premier residential development in Bakersfield. Seven Oaks
surrounds an 18 hole golf course and country club developed by the Company,
which will be contributed to a nonprofit mutual benefit corporation. The
Company sells homesites in Seven Oaks and began building homes in 1993.
Approximately 1,320 home and homesites on approximately 510 acres remain to be
developed.

7

Brimhall is a 285-acre residential community designed to attract entry-level
and middle-market homebuyers. Development commenced in 1991. The Company sells
homesites to builders and builds its own homes in Brimhall. An additional 940
acres are currently being master-planned to complete the Brimhall community.
The Company currently plans to develop approximately 4,040 homes and homesites
on the approximately 1,195 remaining acres.

Other developments include Camarillo Springs and Sierra Vista. Construction
of the final phase of 57 townhomes at the Camarillo Springs project, located in
the City of Camarillo in Ventura County, California was completed in 1992 and
as of January 1, 1994, only nine units remain to be sold. The Sierra Vista,
Arizona project contains single-family and multi-family homesites for sale to
builders and individuals. Approximately 3,845 homesites remain to be developed
on approximately 1,390 acres.

The Company also operates a 320-unit apartment complex in Bakersfield.

Commercial, Industrial and Retail Real Estate Operations

The Company's commercial, industrial and retail real estate operations are
conducted through wholly-owned subsidiaries of the Company, and not through
CKI.

In Hawaii, the Company is constructing a shopping center in Mililani Town on
approximately 45 acres, of which approximately 180,000 square feet have been
completed. Construction has commenced on the next phase of the shopping center,
which includes approximately 70,000 square feet. In addition, the Company is
developing Mililani Technology Park, a 256-acre, campus-like business/research
office park currently zoned and designed primarily for high technology
companies and technology-related companies. The first phase of 35 acres is
complete and construction of the second phase of 38 acres is in progress.

The Company also operates a Company-owned mixed-use complex at Dole's former
cannery facility in Honolulu and a tourist attraction at Dole's pineapple
plantation in central Oahu.

In Bakersfield, California, the Company has three industrial parks in various
stages of development. The Company also owns two office buildings, a 150,000
square foot industrial warehouse and a 50% general partnership interest in a
partnership owning a shopping center.

The Company also owns and operates four office buildings located in North
Carolina and Georgia and four apartment complexes located in Arizona,
Mississippi and North Carolina.

The construction work conducted by the Company's residential, commercial,
industrial and retail real estate operations is largely performed by
independent contractors, subcontractors and suppliers, and the materials and
supplies are secured by these contractors, subcontractors and suppliers from
customary trade sources. Although certain products are subject to supply
limitations from time to time, such limitations have not significantly impaired
the Company's ability to conduct its business in the past.

RESORTS

The Company owns and operates two luxury hotels on the Hawaiian island of
Lana'i. The Lodge at Koele is a two story 102-room luxury lodge set in the
wooded highlands of Koele, Lana'i. It includes an18-hole golf course called The
Experience at Koele. The Manele Bay Hotel is a luxury, oceanfront hotel with
245 guest rooms and suites. A conference center for The Manele Bay Hotel was
completed in 1992. The Challenge at Manele, an 18-hole golf course immediately
adjacent to The Manele Bay Hotel, was completed in 1993. The Company is also
planning to develop the property contiguous to the Lodge and golf course sites
on Lana'i as residential homesites. The Company anticipates marketing golf
course frontage townhomes and single family lots at Koele by mid 1994.
Development of homesites at Manele is awaiting final land use and zoning
approvals. The Company's resort operations are subject to the risks of changes
in the desirability and preference for resort areas and economic and local
political constraints.

8

Environmental and Regulatory Matters

The Company's real estate and resort operations are subject to a broad range
of evolving federal, state and local environmental laws and regulations.
Management is not currently aware of any environmental compliance issues that
are expected to have a material effect on the Company's capital expenditures,
earnings or competitive position.

ITEM 2. PROPERTIES

The Company maintains executive offices in Westlake Village, California and
auxiliary executive offices in Los Angeles, California and New York, New York,
each of which is leased from third parties. Dole's various divisions also
maintain headquarters offices in the following California cities: Westlake
Village, Salinas, and Fresno, which are leased from third parties, and in
Wahiawa, Hawaii, Wenatchee, Washington and on the Island of Lana'i, which are
owned by the Company. Dole has closed leased offices in San Francisco and
Ontario, California to consolidate these operations with other Company
operations. The Company owns the headquarters building of Dole Fresh Fruit
International, Limited in Costa Rica. In addition, the Company's Hawaii
commercial real estate operations and CKI's Hawaii real estate operations both
maintain offices in Honolulu, Hawaii in a building which is owned by the
Company. The Company's California commercial real estate operations, California
fresh fruit and citrus operations and CKI's California operations are
headquartered in Bakersfield, California in a building owned by the Company.
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 food and real estate operations'
significant properties.

DOLE

Dole North America

Dole's Hawaiian pineapple operations for the fresh produce market are located
on the Island of Oahu and total approximately 6,500 acres.

Dole produces citrus on approximately 9,500 acres in the San Joaquin and
Coachella Valleys of California owned directly or through agricultural
partnerships as well as through independent growing arrangements. Citrus is
packed in eight Company-owned or leased packing houses--five in California, two
in Florida and one in Arizona. Dole, through a joint venture, operates a
175,000 square foot packing house in southwest Florida with two multi-variety
production lines.

Domestic table grapes are sourced from approximately 6,000 acres on four
Company-owned vineyards, one located in the Coachella Valley and three located
in the San Joaquin Valley. Domestic table grapes are fumigated and cooled in
three Company-owned facilities, two are located in the San Joaquin Valley and
one is located in the Coachella Valley. Dole produces wine grapes on
approximately 2,000 acres of vineyards, and stone fruit on approximately 800
acres of Company-owned property in the San Joaquin Valley. Dole also produces
grapes on approximately 300 acres of Company-owned property in Chile. The
Company owns a cherry packing and processing facility in Victor, California.

Dole produces apples and pears directly from seven Company-owned orchards on
approximately 1,800 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 1,175 acres of farmland in California and
Arizona, and leases approximately 10,600 acres of farmland in California and
another 5,500 acres in Arizona in connection with Dole's vegetable operations.
The majority of this acreage is farmed under joint growing arrangements with

9

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 and Mexico, and leases facilities in Oxnard, California. The Company
owns a state-of-the-art, value-added processing plant in Yuma, Arizona. A
similar plant in Soledad, California is under construction and is currently
scheduled to open in April 1994.

Dole produces almonds from approximately 5,300 acres and pistachios from
approximately 2,900 acres of orchards in the San Joaquin Valley, owned directly
or through agricultural partnerships or leased. The Company leases
approximately 260 acres of date gardens in the Coachella Valley.

The Company owns and operates one almond and pistachio processing and packing
plant, three almond receiving and storage facilities, one pistachio processing
plant and two raisin and prune processing plants, all of which are located in
the San Joaquin and Sacramento Valleys. The Company owns and operates two date
processing plants in the Coachella Valley, and leases a prune processing
facility in Morgan Hill, California.

Hawaiian sugar operations include a mill which produces raw sugar and a
plantation on the Island of Oahu comprising approximately 12,100 acres
(approximately 6,100 acres of which are owned and the remainder of which are
leased). Dole recently announced its plan to close its Hawaiian sugar
operation. As previously announced, over the past few years Dole has phased out
its processed pineapple operations on the Island of Lana'i in Hawaii and its
cannery in Honolulu.

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 and Honduras as well as through associated producers or independent
growing arrangements in those countries and in Ecuador, Panama and Nicaragua.
The Company owns approximately 40,400 acres in Honduras, 32,400 acres in Costa
Rica and 3,600 acres in Colombia.

Dole also grows pineapple on approximately 6,000 acres of owned land in
Honduras, primarily for the fresh produce market, and operates a juice
concentrate plant in Honduras for pineapple and citrus. Dole grows pineapple on
approximately 11,000 acres of leased land in the Dominican Republic and owns
and operates a juice concentrate plant located adjacent to the leased acreage.

Dole produces citrus on approximately 650 acres of Company-owned land and 175
acres of leased land in Honduras. Dole also operates a grapefruit packing house
in Honduras.

Dole operates Company-owned corrugated box plants in Honduras, Costa Rica,
Colombia and Chile and participates in the operation of a 49% Company-owned
corrugated box plant in Ecuador.

The Company has an interest in the following properties in Honduras: an
approximately 71% interest in a beer and soft drink bottling operation, a
bottle crown and carton facility for beverage-related products, a plastic
injection 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 plantation and 3,000 acres of
coconut palm growing area.

10

Dole operates a fleet of approximately 35 refrigerated vessels, of which 8
are Company-owned and the remainder are chartered. From time to time, excess
capacity may be chartered or subchartered to others. Dole enters into spot
charters as necessary to supplement its transportation resources. Dole has
entered into an agreement with a Polish ship builder to construct refrigerated
vessels for Dole at an aggregate purchase price of approximately $120 million.
The first vessel is currently scheduled for delivery in the second quarter of
1994.

Dole Asia

Dole operates a pineapple plantation of approximately 30,200 acres in the
Philippines. Originally covered by a grower agreement between Dole and a
government-owned and controlled corporation, approximately 22,100 acres of the
plantation have been transferred to a cooperative of Dole employees that will
acquire the land pursuant to an agrarian reform law. The remaining acreage in
the Philippines is farmed pursuant to farm management contracts. A cannery,
chillroom, juice concentrate plant, corrugated box plant and can manufacturing
plant, each owned by Dole, are proximately located to the plantation.

Through a subsidiary in Thailand controlled by Dole, Dole grows pineapple on
approximately 5,000 acres of leased land and purchases additional supplies of
pineapple in Thailand on the open market. Dole's Thailand subsidiary owns and
operates a cannery, can plant and juice concentrate plant located adjacent to
the leased acreage in central Thailand, and a second multi-fruit cannery in
southern Thailand.

Dole also produces bananas through associated producers or independent
growing arrangements in the Philippines, and, with a joint venture partner, is
developing approximately 6,400 acres of citrus orchards in China.

Dole Europe

At the end of 1993, Dole acquired two affiliated fruit juice companies which
have production facilities in Belgium, France and Florida.

In France, the Company owns a dried fruit and nut processing, packaging and
warehousing facility in Vitrolles and a date processing and packaging plant in
Marseille. The Company also owns banana ripening facilities in Lille, Rouen and
Bourges, France.

REAL ESTATE AND RESORTS

The Company owns an aggregate of approximately 128,900 acres of land in
Hawaii. Of that total, approximately 40,300 acres are located on the Island of
Oahu, of which approximately 13,100 acres currently are used for the
cultivation of pineapple and sugar, approximately 12,100 acres are leased or
rented to approximately 98 tenants and approximately 5,660 acres are owned by
CKI. Additionally, the Company has granted CKI a right of first refusal to
purchase approximately 5,300 acres of its 40,300 acres on Oahu. Approximately
88,600 acres are located on the Island of Lana'i, of which the Company uses
approximately 1,300 acres for resort and residential development. In addition,
approximately 15,100 acres on Lana'i are being used or are available for
diversified agricultural operations, including pasture land for livestock.

In California, the Company owns approximately 11,000 acres, including
approximately 3,200 acres near San Jose, 7,700 acres near Bakersfield (of which
5,070 acres are owned by CKI and 1,280 are subject to CKI's right of first
refusal) and 100 acres at the Mountaingate development in West Los Angeles. The
Company also owns approximately 7,300 acres in Cochise County, Arizona, of
which CKI owns approximately 1,390 acres and approximately 5,920 acres of which
are subject to CKI's right of first refusal.

The Company also owns and operates four office buildings located in North
Carolina and Georgia and four apartment complexes located in Arizona,
Mississippi and North Carolina.

11

ITEM 3. LEGAL PROCEEDINGS

Lawsuits have been filed in Texas against the manufacturers of a formerly
widely used agricultural chemical called DBCP and against the Company.
Plaintiffs are foreign nationals who claim they were employees of Company
subsidiaries during the 1970's. Damages are claimed for alleged personal
injuries caused by contact with DBCP approximately 15 to 20 years ago. The
Company has denied liability and asserted substantial defenses. In 1992,
similar lawsuits with a different group of plaintiffs were settled. The portion
paid by the Company was covered by insurance and immaterial to the Company. In
the opinion of management, after consultation with legal counsel, these pending
lawsuits are not expected to have a material adverse effect on the Company.

The Company is involved from time to time in other 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.

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 1, 1994.

EXECUTIVE OFFICERS OF THE REGISTRANT

Below is a list of the names and ages of all executive officers of the
Company as of March 10, 1994 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.

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

David H. Murdock (70)............... 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 Homes, Inc. since September 1992.
Since June 1982, Chairman of the Board
and Chief Executive Officer of Flexi-Van
Corporation, 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 textiles and industrial and building
products.
David A. DeLorenzo (47)............. President of Dole Food Company--
International since September 1993 and
Executive Vice President and Member of
the Office of the Chairman of the Company
since July 1990. Director of the Company
since February 1991. President of Dole
Fresh Fruit Company from September 1986
to June 1992.
Gerald W. LaFleur (61).............. Executive Vice President and Member of
the Office of the Chairman of the Company
since April 1992. Executive Vice
President of Pacific Holding Company (a
sole proprietorship of Mr. Murdock) since
July 1991. Prior to July 1991, partner in
Arthur Andersen & Co.

12

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

Alan B. Sellers (45)................ Executive Vice President and Member of
the Office of the Chairman of the Company
since January 1990. Chief Financial
Officer of the Company since March 1992
and Chief Administrative Officer of the
Company since July 1990. Senior Vice
President and General Counsel of the
Company from February 1988 to January
1990. Corporate Secretary of the Company
since February 1986. Vice President-Legal
Affairs of Flexi-Van Corporation (a
corporation wholly owned by Mr. Murdock)
from August 1987 to December 1993;
Corporate Secretary of Flexi-Van
Corporation and General Counsel of
Pacific Holding Company (a sole
proprietorship of Mr. Murdock) from
August 1986 to December 1992.
Ernest W. Townsend (48)............. Executive Vice President, Member of the
Office of the Chairman of the Company and
President of Dole Food Company--North
America since September 1993. President
of Dole Fresh Fruit and Vegetables (North
America) since June 1992. President and
Chief Executive Officer of the All-
American Gourmet division of
Kraft/General Foods from March 1989 to
May 1992. President of Frozen Food Group
of Kraft, Inc. from January 1988 to March
1989.
George R. Horne (57)................ Vice President of the Company since
October 1982. Vice President-Human
Resources of Dole since February 1986.
Michael S. Karsner (35)............. Vice President and Treasurer of the
Company since January 1994. Vice
President and Treasurer of The Black &
Decker Corporation from January 1990 to
January 1994. Vice President--Corporate
Development of The Black and Decker
Corporation from March 1989 to January
1990.
Thomas C. Leppert (39).............. Vice President of the Company and
President of Castle & Cooke Properties,
Inc. since March 1989. President--Hawaii
and Director of Castle & Cooke Homes,
Inc. since June 1992.
Patricia A. McKay (36).............. Vice President-Controller of the Company
since August 1991. Controller of Dole
Fresh Fruit Company since October 1988.

PART II

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

As of March 16, 1994, there were approximately 16,691 holders of record of
the Company's Common Stock. Additional information required by Item 5 is
contained on pages 26, 27, 30, 35 and 37 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 35 of the
Dole Annual Report.

13

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 32, 33 and 34 of the Dole Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

There is hereby incorporated by reference the information appearing on pages
19 through 31 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 auditors for the 1993
and 1992 fiscal years nor have there been any disagreements with the Company's
independent auditors on accounting principles or practices for financial
statement disclosures.

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 1994 Annual Meeting of
Stockholders (the "1994 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 1994 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 1994 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 1994 Proxy Statement.

14

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:

ANNUAL
REPORT
PAGES
------

Consolidated Statement of Income--fiscal years ended January 1,
1994, January 2, 1993 and December 28, 1991..................... 19
Consolidated Balance Sheet--January 1, 1994 and January 2, 1993.. 20
Consolidated Statement of Cash Flow--fiscal years ended January
1, 1994, January 2, 1993, and December 28, 1991................. 21
Notes to Consolidated Financial Statements....................... 22-30
Independent Public Accountants' Report........................... 31

2. FINANCIAL STATEMENT SCHEDULES:

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

Independent Public Accountants' Report on Financial Statement
Schedules............................................................ F-1
Schedule II-Amounts receivable from related parties and underwriters,
promoters, and employees other than related parties.................. F-2
Schedule V-Property, plant and equipment.............................. F-3
Schedule VI-Accumulated depreciation and amortization of property,
plant and equipment.................................................. F-4
Schedule VIII-Valuation and qualifying accounts....................... F-5
Schedule IX-Short-term borrowings..................................... F-6
Schedule X-Supplementary income statement information................. F-7

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.

3. EXHIBITS:

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.
4.1 Credit Agreement dated as of November 15, 1993 among the Company,
Citicorp USA, Inc., as Agent and Lender and the financial
institutions which are Lenders thereunder, relating to the Company's
$400 million, 364-day revolving credit facility. Incorporated by
reference to Exhibit 4(d) to the Company's Quarterly Report on Form
10-Q for the quarter ended October 9, 1993, 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.

15

EXHIBIT
NO.
-------

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 Revolving Credit Agreement dated as of February 26, 1993 by and among
Castle & Cooke Homes, Inc. (a Hawaii corporation), Castle & Cooke
Residential, Inc., Castle & Cooke Development Corporation, Castle &
Cooke Kunia, Inc., Castle & Cooke Homes, Inc. (a California
corporation), Castle & Cooke Sierra Vista, Inc., Castle & Cooke
Silver Creek, Inc., and Prairie Vista, Inc. as Borrowers and Bank of
Hawaii as Agent and the financial institutions which are Lenders
thereunder. Incorporated by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the year ended January 2,
1993, File No. 1-4455.
4.5 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.
10.1 Intercompany Agreement dated as of March 4, 1993 between the Company
and Castle & Cooke Homes, Inc. Incorporated by reference to Exhibit
10(a) to the Company's Annual Report on Form 10-K for the year ended
January 2, 1993, File No. 1-4455.
10.2 Tax Sharing Agreement dated as of March 4, 1993 between the Company
and Castle & Cooke Homes, Inc. Incorporated by reference to Exhibit
10(b) to the Company's Annual Report on Form 10-K for the year ended
January 2, 1993, File No. 1-4455.
10.3 Right of First Refusal Agreement dated as of March 4, 1993 among the
Company, Castle & Cooke Homes, Inc., Castle & Cooke Arizona, Inc. and
Castle & Cooke Communities, Inc. Incorporated by reference to Exhibit
10(c) to the Company's Annual Report on Form 10-K for the year ended
January 2, 1993, File No. 1-4455.
10.4 Exclusive Residential Development Agreement dated as of March 4, 1993
between the Company and Castle & Cooke Homes, Inc. Incorporated by
reference to Exhibit 10(d) to the Company's Annual Report on Form 10-
K for the year ended January 2, 1993, File No. 1-4455.
10.5 Stock Option Agreement dated as of March 4, 1993 between the Company
and Castle & Cooke Homes, Inc. Incorporated by reference to Exhibit
10(e) to the Company's Annual Report on Form 10-K for the year ended
January 2, 1993, File No. 1-4455.

Executive Compensation Plans and Arrangements--Exhibits 10.6--10.16:

10.6 The Company's 1991 Stock Option and Award Plan, as amended through
July 7, 1993.
10.7 The Company's 1982 Stock Option and Award Plan, as amended.
Incorporated by reference to Exhibit 28(a) to the Company's Report on
Form S-8 filed on May 22, 1989,
Registration No. 33-28782.
10.8 Description of Executive Incentive Plan for key employees of the
Company and its subsidiaries. Incorporated by reference to Exhibit
10(q) to the Company's Annual Report on Form 10-K for the fiscal year
ended January 3, 1987, File No. 1-4455.
10.9 Dole Food Company, Inc. Executive Supplementary Retirement Plan
(effective January 1, 1989), First Restatement. Incorporated by
reference to Exhibit 10(c) to Company's Annual Report on Form 10-K
for the fiscal year ended December 29, 1990, File No. 1-4455.

16

EXHIBIT
NO.
-------

10.10 Bonus Agreement dated as of August 30, 1991 by and between the Company
and David A. DeLorenzo, with promissory note dated September 5, 1991
in the principal amount of $500,000 by David A. DeLorenzo in favor of
the Company. Incorporated by reference to Exhibit 10(e) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1991,
File No. 1-4455.
10.11 Employment Agreement between the Company and Gerald W. LaFleur.
Incorporated by reference to Exhibit 10(k) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 2, 1993, File
No. 1-4455.
10.12 Board of Directors Deferred Compensation Plan.
10.13 1993 Stock Option and Award Plan of Castle & Cooke Homes, Inc., as
amended through September 1, 1993.
10.14 Castle & Cooke Homes, Inc. Executive Incentive Plan.
10.15 Dole Food Company, Inc. Annual Incentive Plan.
10.16 Dole Food Company, Inc. Long-Term Incentive Plan.
11 Computations of earnings per common share.
13 Dole Food Company, Inc. 1993 Annual Report for the fiscal year ended
January 1, 1994. (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 & Co.

(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 1, 1994.

17

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.

DOLE FOOD COMPANY, INC.
Registrant

/s/ David H. Murdock
By: _________________________________
David H. Murdock Chairman of the
March 31, 1994 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.

NAME TITLE DATE
---- ----- ----

/s/ David H. Murdock Chairman of the Board and March 31, 1994
- ------------------------------------ Chief Executive Officer and
David H. Murdock Director

/s/ David A. DeLorenzo Executive Vice President and March 31, 1994
- ------------------------------------ Director
David A. DeLorenzo

/s/ Alan B. Sellers Executive Vice President-- March 31, 1994
- ------------------------------------ Chief Financial and
Alan B. Sellers Administrative Officer
(Principal Financial
Officer)

/s/ Patricia A. McKay Vice President--Controller March 31, 1994
- ------------------------------------ (Principal Accounting
Patricia A. McKay Officer)

/s/ Elaine L. Chao Director March 31, 1994
- ------------------------------------
Elaine L. Chao

/s/ Mike Curb Director March 31, 1994
- ------------------------------------
Mike Curb

/s/ Richard M. Ferry Director March 31, 1994
- ------------------------------------
Richard M. Ferry

/s/ James F. Gary Director March 31, 1994
- ------------------------------------
James F. Gary

/s/ Frank J. Hata Director March 31, 1994
- ------------------------------------
Frank J. Hata

18

INDEPENDENT PUBLIC ACCOUNTANT'S REPORT ON
FINANCIAL STATEMENT SCHEDULES

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 7, 1994. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the preceding index are the responsibility of the Company's
management and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements, and in our opinion, fairly state in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

Our report on the consolidated financial statements includes an explanatory
paragraph with respect to the change in the method of accounting for
postretirement benefits other than pensions, effective December 29, 1991.

Arthur Andersen & Co.

Los Angeles, California
February 7, 1994

F-1

SCHEDULE II

DOLE FOOD COMPANY, INC. AND SUBSIDIARIES

AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS AND
EMPLOYEES OTHER THAN RELATED PARTIES

BALANCE
DEDUCTIONS AT END OF YEAR
BALANCE AT --------------------- ---------------
BEGINNING AMOUNTS AMOUNTS NOT
NAME OF DEBTOR OF YEAR ADDITIONS COLLECTED WRITTEN OFF CURRENT CURRENT
-------------- ---------- --------- --------- ----------- ------- -------
(IN THOUSANDS)

Year Ended January 1,
1994
David A. DeLorenzo.... $400 $-- $100 $-- $100 $200
Glen T. Hierlmeier.... 317 2 100 3 212
Year Ended January 2,
1993
David A. DeLorenzo.... $500 $-- $100 $-- $100 $300
Glen T. Hierlmeier.... 318 -- 1 -- 317 --
Year Ended December 28,
1991
David A. DeLorenzo.... $-- $500 $-- $-- $100 $400
Glen T. Hierlmeier.... 321 -- 3 -- 1 317

- --------
Notes:

The note receivable from David A. DeLorenzo is non-interest bearing and is
payable in five annual installments commencing September 1992.

On July 9, 1993, in connection with Mr. Hierlmeier's resignation, the terms
of the above note receivable were amended. Principal was reduced by $100,000
and the interest rate was reduced from 10.25% to 7.34% per annum. The maturity
date, at which time all remaining principal and accrued interest are due and
payable, was extended to September 30, 1995. The note is secured by real
property located in Bakersfield, California.

F-2

SCHEDULE V

DOLE FOOD COMPANY, INC. AND SUBSIDIARIES

PROPERTY, PLANT AND EQUIPMENT

BALANCE AT
BEGINNING OF ADDITIONS AT OTHER CHANGES BALANCE AT
YEAR COST RETIREMENTS ADD (DEDUCT) END OF YEAR
------------ ------------ ----------- ------------- -----------
(IN THOUSANDS)

Year Ended January 1,
1994
Land and land
improvements......... $ 609,036 $ 7,325 $ 4,714 $ 69,706 $ 681,353
Buildings and
improvements......... 460,415 7,052 7,179 39,392 499,680
Machinery and
equipment............ 768,387 29,706 19,054 141,992 921,031
Construction in
progress............. 114,693 174,576 135 (135,200) 153,934
---------- -------- ------- --------- ----------
Total............... $1,952,531 $218,659 $31,082 $ 115,890(A) $2,255,998
========== ======== ======= ========= ==========
Year Ended January 2,
1993 (B)
Land and land
improvements......... $ 489,584 $ 3,594 $ 2,878 $ 118,736 $ 609,036
Buildings and
improvements......... 497,058 15,348 5,499 (46,492) 460,415
Machinery and
equipment............ 655,514 47,844 22,397 87,426 768,387
Construction in
progress............. 124,183 124,959 1,141 (133,308) 114,693
---------- -------- ------- --------- ----------
Total............... $1,766,339 $191,745 $31,915 $ 26,362 $1,952,531
========== ======== ======= ========= ==========
Year Ended December 28,
1991 (C)
Land and land
improvements......... $ 436,058 $ 40,540 $ 3,275 $ 16,261 $ 489,584
Buildings and
improvements......... 289,826 58,169 2,317 151,380 497,058
Machinery and
equipment............ 463,460 27,822 18,460 182,692 655,514
Construction in
progress............. 261,031 198,629 425 (335,052) 124,183
---------- -------- ------- --------- ----------
Total............... $1,450,375 $325,160 $24,477 $ 15,281 $1,766,339
========== ======== ======= ========= ==========

- --------
Notes:

(A) Additions for the year ended January 1, 1994 include property, plant and
equipment acquired in connection with the purchases of a dried fruit and
nut business and banana ripening and distribution companies in France, two
affiliated fruit juice businesses and five commercial real estate
properties, totaling approximately $111 million.

(B) Certain prior year amounts have been reclassified to conform to the 1993
presentation.

(C) During 1992, the Company implemented Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" by applying the provisions
of the standard retroactively to 1989. Accordingly, amounts for year ended
December 28, 1991 have been restated to reflect the adoption of the
accounting change.

Depreciation is computed principally by the straight-line method over the
estimated useful lives of the assets as follows:

Land improvements............................................. 5-55 years
Buildings and improvements.................................... 10-45 years
Machinery and equipment....................................... 2-25 years

F-3

SCHEDULE VI

DOLE FOOD COMPANY, INC. AND SUBSIDIARIES

ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT

ADDITIONS
BALANCE AT CHARGED TO
BEGINNING OF COSTS AND OTHER CHANGES BALANCE AT
YEAR EXPENSES RETIREMENTS ADD (DEDUCT) END OF YEAR
------------ ---------- ----------- ------------- -----------
(IN THOUSANDS)

Year Ended January 1,
1994
Land improvements..... $ 56,720 $ 19,754 $ 790 $ (171) $ 75,513
Buildings and
improvements......... 67,420 18,200 1,125 (8,887) 75,608
Machinery and
equipment............ 263,256 82,856 12,412 4,088 337,788
-------- -------- ------- ------- --------
Total............... $387,396 $120,810 $14,327 $(4,970) $488,909
======== ======== ======= ======= ========
Year Ended January 2,
1993
Land improvements..... $ 42,726 $ 12,803 $ 165 $ 1,356 $ 56,720
Buildings and
improvements......... 48,273 24,024 2,669 (2,208) 67,420
Machinery and
equipment............ 192,832 69,795 10,739 11,368 263,256
-------- -------- ------- ------- --------
Total............... $283,831 $106,622 $13,573 $10,516 $387,396
======== ======== ======= ======= ========
Year Ended December 28,
1991
Land improvements..... $ 31,048 $ 10,251 $ 2,632 $ 4,059 $ 42,726
Buildings and
improvements......... 33,287 17,172 1,533 (653) 48,273
Machinery and
equipment............ 154,436 55,700 15,585 (1,719) 192,832
-------- -------- ------- ------- --------
Total............... $218,771 $ 83,123 $19,750 $ 1,687 $283,831
======== ======== ======= ======= ========

F-4

SCHEDULE VIII

DOLE FOOD COMPANY, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

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

Year Ended January 1, 1994
Allowance for doubtful
accounts
Trade receivables.......... $15,203 $7,733 $ 4,540 $18,396
Notes and other current
receivables............... 9,706 1,083 1,636 9,153
Long-term receivables...... 27,838 4,572 13,026 19,384
Year Ended January 2, 1993
Allowance for doubtful
accounts
Trade receivables.......... $13,681 $3,148 $ 1,626 $15,203
Notes and other current
receivables............... 11,974 3,031 5,299 9,706
Long-term receivables...... 22,401 6,633 1,196 27,838
Year Ended December 28, 1991
Allowance for doubtful
accounts
Trade receivables.......... $12,663 $2,964 $ 1,946 $13,681
Notes and other current
receivables............... 8,398 5,028 1,452 11,974
Long-term receivables...... 20,451 4,444 2,494 22,401

- --------
Note:

(A) Write-off of uncollectible amounts.

F-5

SCHEDULE IX

DOLE FOOD COMPANY, INC. AND SUBSIDIARIES

SHORT-TERM BORROWINGS

WEIGHTED MAXIMUM AVERAGE WEIGHTED
AVERAGE AMOUNT AMOUNT AVERAGE
BALANCE INTEREST OUTSTANDING OUTSTANDING INTEREST
CATEGORY OF AGGREGATE AT END RATE AT END DURING THE DURING THE RATE DURING
SHORT-TERM BORROWINGS OF YEAR OF YEAR YEAR YEAR(A) THE YEAR(B)
--------------------- ------- ----------- ----------- ----------- -----------
(DOLLAR AMOUNTS IN THOUSANDS)

January 1, 1994
Notes payable
Banks(C)........... $63,735 9.6% $93,370 $64,466 13.1%
Other.............. 315 7.0 603 443 7.0
January 2, 1993
Notes payable
Banks(C)........... $92,992 12.6% $92,992 $79,801 16.1%
Other.............. 521 7.5 1,316 818 8.9
December 28, 1991
Notes payable
Banks(C)........... $73,915 15.8% $92,013 $78,491 19.0%
Other.............. 1,118 9.8 2,006 1,043 9.9

- --------
Notes:

(A) Represents an average of the period-end balances.

(B) Computed by dividing the actual short-term interest expense for the year by
the Average Amount Outstanding During the Year.

(C) Notes payable to banks include borrowings by foreign subsidiaries in local
currencies.

F-6

SCHEDULE X

DOLE FOOD COMPANY, INC. AND SUBSIDIARIES

SUPPLEMENTARY INCOME STATEMENT INFORMATION

CHARGED TO COSTS AND EXPENSES
----------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED
JANUARY 1, JANUARY 2, DECEMBER 28,
1994 1993 1991
---------- ---------- ------------
(IN THOUSANDS)

Maintenance and repairs..................... $78,345 $94,213 $93,485
General excise taxes........................ 53,471 46,547 41,342
Taxes other than general excise, payroll and
income taxes............................... 42,459 47,721 46,016
Advertising................................. 57,058 51,419 54,615

- --------
Note:

Amounts not presented are less than 1% of revenue.

F-7

EXHIBIT INDEX

EXHIBIT
NO. 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.
4.1 Credit Agreement dated as of November 15, 1993 among the
Company, Citicorp USA, Inc., as Agent and Lender and the
financial institutions which are Lenders thereunder, relating
to the Company's $400 million, 364-day revolving credit
facility. Incorporated by reference to Exhibit 4(d) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
October 9, 1993, 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 Revolving Credit Agreement dated as of February 26, 1993 by and
among Castle & Cooke Homes, Inc. (a Hawaii corporation),
Castle & Cooke Residential, Inc., Castle & Cooke Development
Corporation, Castle & Cooke Kunia, Inc., Castle & Cooke Homes,
Inc. (a California corporation), Castle & Cooke Sierra Vista,
Inc., Castle & Cooke Silver Creek, Inc., and Prairie Vista,
Inc. as Borrowers and Bank of Hawaii as Agent and the
financial institutions which are Lenders thereunder.
Incorporated by reference to Exhibit 10(a) to the Company's
Annual Report on Form 10-K for the year ended January 2, 1993,
File No. 1-4455.
4.5 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.
10.1 Intercompany Agreement dated as of March 4, 1993 between the
Company and Castle & Cooke Homes, Inc. Incorporated by
reference to Exhibit 10(a) to the Company's Annual Report on
Form 10-K for the year ended January 2, 1993, File No. 1-4455.
10.2 Tax Sharing Agreement dated as of March 4, 1993 between the
Company and Castle & Cooke Homes, Inc. Incorporated by
reference to Exhibit 10(b) to the Company's Annual Report on
Form 10-K for the year ended January 2, 1993, File No. 1-4455.
10.3 Right of First Refusal Agreement dated as of March 4, 1993
among the Company, Castle & Cooke Homes, Inc., Castle & Cooke
Arizona, Inc. and Castle & Cooke Communities, Inc.
Incorporated by reference to Exhibit 10(c) to the Company's
Annual Report on Form 10-K for the year ended January 2, 1993,
File No. 1-4455.
10.4 Exclusive Residential Development Agreement dated as of March
4, 1993 between the Company and Castle & Cooke Homes, Inc.
Incorporated by reference to Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the year ended January 2, 1993,
File No. 1-4455.
10.5 Stock Option Agreement dated as of March 4, 1993 between the
Company and Castle & Cooke Homes, Inc. Incorporated by
reference to Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the year ended January 2, 1993, File No. 1-4455.

EXHIBIT
NO. PAGE
------- ----
Executive Compensation Plans and Arrangements--Exhibits 10.6--10.16:

10.6 The Company's 1991 Stock Option and Award Plan, as amended
through July 7, 1993.
10.7 The Company's 1982 Stock Option and Award Plan, as amended.
Incorporated by reference to Exhibit 28(a) to the Company's
Report on Form S-8 filed on May 22, 1989, Registration No. 33-
28782.
10.8 Description of Executive Incentive Plan for key employees of
the Company and its subsidiaries. Incorporated by reference to
Exhibit 10(q) to the Company's Annual Report on Form 10-K for
the fiscal year ended January 3, 1987, File No. 1-4455.
10.9 Dole Food Company, Inc. Executive Supplementary Retirement Plan
(effective January 1, 1989), First Restatement. Incorporated
by reference to Exhibit 10(c) to Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1990, File
No. 1-4455.
10.10 Bonus Agreement dated as of August 30, 1991 by and between the
Company and David A. DeLorenzo, with promissory note dated
September 5, 1991 in the principal amount of $500,000 by David
A. DeLorenzo in favor of the Company. Incorporated by
reference to Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1991, File
No. 1-4455.
10.11 Employment Agreement between the Company and Gerald W. LaFleur.
Incorporated by reference to Exhibit 10(k) to the Company's
Annual Report on Form 10-K for the fiscal year ended January
2, 1993, File No. 1-4455.
10.12 Board of Directors Deferred Compensation Plan.
10.13 1993 Stock Option and Award Plan of Castle & Cooke Homes, Inc.,
as amended through September 1, 1993.
10.14 Castle & Cooke Homes, Inc. Executive Incentive Plan.
10.15 Dole Food Company, Inc. Annual Incentive Plan.
10.16 Dole Food Company, Inc. Long-Term Incentive Plan.
11 Computations of earnings per common share.
13 Dole Food Company, Inc. 1993 Annual Report for the fiscal year
ended January 1, 1994. (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 & Co.