Dole to Complete Sale of Worldwide Packaged Foods and Asia Fresh Businesses on April 1, 2013

  Dole to Complete Sale of Worldwide Packaged Foods and Asia Fresh Businesses
  on April 1, 2013

                    New Dole Financial and Business Update

Business Wire

WESTLAKE VILLAGE, Calif. -- February 22, 2013

Dole Food Company, Inc. (NYSE: DOLE) announced today that the previously
announced sale of its worldwide packaged foods and Asia fresh produce
businesses to ITOCHU Corporation for $1.685 billion in cash, will be completed
on April 1, 2013. Dole and ITOCHU have agreed to this firm fixed closing date
at ITOCHU’s request, and have extended the term of the definitive acquisition
agreement signed by the parties on September 17, 2012, to the April 1 date.
ITOCHU today paid Dole a non-refundable cash deposit of $200 million to be
applied toward the purchase price, and the parties agreed that, with limited
exceptions, the deposit will be forfeited and retained by Dole if the closing
does not occur by April 1, 2013. Dole intends to use the $200 million in cash
to temporarily repay revolver borrowings, certain transaction related
expenses, and general corporate purposes.

“The consummation of the sale on April 1^st will complete this transformative
transaction for Dole, resulting in a major percentage of Dole’s operations
being sold to ITOCHU. The new Dole will have a smaller footprint as a
commodity produce company with overall revenue in the $4.2 billion range with
two lines of business: fresh fruit and fresh vegetables,” said David H.
Murdock, Dole’s Chairman. “ITOCHU will have exclusive rights to the Dole®
trademark on packaged food products worldwide and on fresh produce in Asia,
Australia and New Zealand. We will remain an industry leader in the sourcing,
distribution and marketing of bananas, pineapples and other tropical fruits,
packaged salads, fresh-packed vegetables and fresh berries.”

As part of the extension agreement, David A. DeLorenzo, current President and
Chief Executive Officer of Dole, will immediately assume a full-time position
leading the management team of the businesses being acquired by ITOCHU through
the closing date, after which he will join ITOCHU as the senior management of
these businesses. Mr. DeLorenzo has stepped down from his roles as President
and Chief Executive Officer of Dole, but will remain on Dole’s Board of
Directors following completion of the sale transaction. In addition, as
previously announced, Joseph S. Tesoriero has stepped down from his position
as Executive Vice President and Chief Financial Officer. Mr. DeLorenzo and Mr.
Tesoriero will remain employees of Dole through the closing of the sale to

As part of the previously announced leadership changes in connection with the
sale transaction, Mr. Murdock has returned to the role of Chairman and Chief
Executive Officer, and C. Michael Carter has assumed the added role of
President and Chief Operating Officer, with all operating and corporate
functions reporting to him. In addition, Dole’s Board increased its size to
nine, and Mr. Carter and E. Rolland Dickson, M.D. have rejoined the board. Dr.
Dickson previously was a professor of medicine at the Mayo Medical School and
director of development at the Mayo Foundation for Medical Education and
Research. Dr. Dickson is internationally recognized for his leadership in the
fields of liver disease and liver transplantation, and has served as a
director of Poniard Pharmaceuticals, Axcan Pharma Inc., and Pathway Corp.

In addition, Keith C. Mitchell, current chief financial officer of Dole’s
North American Fresh Fruit business, has become Chief Financial Officer; A.
Charlene Mims, currently responsible for benefits and payroll, will lead Human
Resources; both Beth Potillo, current Treasurer, and Yoon J. Hugh, current
Controller and Chief Accounting Officer, have become Senior Vice Presidents
with added responsibilities; and Genevieve M. Kelly, current Vice President,
Associate General Counsel & Assistant Secretary, as well as division general
counsel for the fresh fruit business, has become Deputy General Counsel.

On January 24, 2013, Dole announced fiscal year 2012 results for the two lines
of fresh produce business that will remain with the new Dole following the
consummation of the sale transaction. Fresh fruit performance is continuing
its declining trend, principally due to banana market conditions, and Dole
expects that 2013 Adjusted EBITDA for these businesses will be at the low end
of the previously announced guidance range of $150 - $170 million, with income
from continuing operations, net of income taxes, in the $45 - $60 million
range, assuming no major market changes. Dole expects to timely file its
annual report on Form 10-K by March 14, 2013, if not sooner, including its
audited financial statements for fiscal year 2012. At that time, Dole expects
to issue an earnings release and will host a conference call with investors.

In light of the current competitive fresh produce market conditions, Dole has
assessed its ongoing capital requirements and possible near-term funding
resources for the new Dole, including Dole’s Hawaii land holdings, and is
actively marketing the approximately 21,800 acres of land that it is not
currently farming in Hawaii on the Island of Oahu. Dole is seeking to sell as
much of this land as it possibly can each year, expecting that it will take a
few years to sell such a large quantity of farm land. Targeted proceeds are in
the $175 – $200 million range, which would exceed current book value.
Potential proceeds may be used to invest in both increasing the number of
fresh fruit farms owned and operated by the new Dole and in updating Dole’s
owned vessel fleet.

Dole has provided earnings guidance to give investors general information on
the overall direction of its remaining businesses following the sale
transaction. The guidance provided is subject to numerous uncertainties,
including, among others, the timing and ultimate consummation of the sale
transaction, overall economic and capital-market conditions and the markets
for fresh fruits and vegetables. Dole does not intend, and undertakes no
obligation, to update its forward-looking statements, including projections
and future prospects.

This release contains “forward-looking statements,” within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve a number of
risks and uncertainties. Forward-looking statements, which are based on
management’s current expectations, are generally identifiable by the use of
terms such as “may,” “will,” “expects,” “believes,” “intends,” “anticipates”
and similar expressions. The potential risks and uncertainties that could
cause actual results to differ materially from those expressed or implied
herein include the timing and whether the sale transaction is consummated,
weather-related phenomena; market responses to industry volume pressures;
product and raw materials supplies and pricing; energy supply and pricing;
changes in interest and currency exchange rates; economic crises and security
risks in developing countries; international conflict; and quotas, tariffs and
other governmental actions. Further information on the factors that could
affect Dole’s financial results is included in its filings with the SEC.

Non-GAAP Measurements

Adjusted EBITDA is a measure commonly used by financial analysts in evaluating
the performance of companies. EBITDA is calculated from net income by adding
interest expense and income tax expense, and adding depreciation and
amortization. Through Q3 of 2012, Dole calculated Adjusted EBITDA from EBITDA
by: (1) adding the net unrealized loss or subtracting the net unrealized gain
on foreign currency and bunker fuel hedges and the cross currency swap which
do not have a more than insignificant financing element present at contract
inception; (2) adding the net loss or subtracting the net gain on the
long-term Japanese yen hedges; (3) adding the foreign currency loss or
subtracting the foreign currency gain on the vessel obligations; (4) adding
the net unrealized loss or subtracting the net unrealized gain on foreign
denominated instruments; (5) adding share-based compensation expense; (6)
adding charges for restructuring and long-term receivables; (7) adding
strategic review transaction costs and expenses; (8) adding refinancing
charges and loss on early retirement of debt; and (9) subtracting the gain on
asset sales.

For Dole’s 2013 projected Adjusted EBITDA included in this release, only
share-based compensation expense has been added to EBITDA in calculating
Adjusted EBITDA. The other eight factors, above, are not expected to be
applicable to the new Dole or cannot now be estimated with reasonable
precision; therefore, they are not reflected in 2013 projected EBITDA, and
thus cannot be added or subtracted back in calculating 2013 Adjusted EBITDA.
Potential resolutions of the Honduras tax case, the European Union Antitrust
Inquiry and the DBCP cases have not been reflected in the 2013 Adjusted EBITDA

Adjusted EBITDA has limitations as an analytical tool. It is not calculated or
presented in accordance with U.S. GAAP and is not a substitute for net income
attributable to Dole Food Company, Inc., net income, income from continuing
operations, cash flows from operating activities or any other measure
prescribed by U.S. GAAP. Further, Adjusted EBITDA as used herein is not
necessarily comparable to similarly titled measures of other companies.
However, Dole has included this measure because management believes that they
are useful performance measures for Dole and for securities analysts,
investors and others in the evaluation of Dole. Dole compensates for these
limitations by relying primarily on U.S. GAAP results and using EBITDA only


Dole Food Company, Inc.
Beth Potillo, 818-879-6733
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