Dole Food Company, Inc. Announces Fourth Quarter and Full Year Results

  Dole Food Company, Inc. Announces Fourth Quarter and Full Year Results

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

Business Wire

WESTLAKE VILLAGE, Calif. -- March 12, 2013

Dole Food Company, Inc. (NYSE: DOLE) today announced financial and operating
results for the fourth quarter and fiscal year ended December 29, 2012. The
consummation of the sale of Dole’s worldwide packaged foods and Asia fresh
businesses on April 1, 2013 to ITOCHU Corporation, for $1.685 billion in cash,
will result in a major portion of Dole’s operations being sold. The new Dole
will have a smaller footprint as a commodity produce company with two lines of
fresh produce businesses, which are classified as continuing operations: fresh
fruit and fresh vegetables; and will no longer include the worldwide packaged
foods and Asia fresh businesses as part of the Dole operations, which are
classified as discontinued operations.

Dole reported results from its continuing operations (the two lines of fresh
produce businesses remaining with the new Dole).

For the fourth quarter of 2012 Adjusted EBITDA from continuing operations was
$(12) million compared to $11 million in the fourth quarter of 2011. Income
(loss) from continuing operations for the fourth quarter of 2012 was $(88)
million, or $(0.99) per share, compared to $6 million, or $0.06 per share, in
the fourth quarter of 2011. Comparable income (loss) from continuing
operations for the fourth quarter of 2012 was a loss of $(52) million, or
$(0.59) per share, compared to $4 million, or $0.05 per share, in the fourth
quarter of 2011 (see Exhibit 3).

For the full year, Adjusted EBITDA from continuing operations was $146 million
compared to $196 million in 2011. Income from continuing operations for fiscal
2012 was $1 million, compared to $102 million, or $1.15 per share in 2011.
Comparable income from continuing operations for fiscal 2012 was $44 million,
or $0.49 per share, compared to $122 million, or $1.37 per share, in 2011 (see
Exhibit 3).

“Fiscal 2012 results for both Dole’s continuing operations and its
discontinued operations were lower compared to 2011 mainly due to banana
market conditions and non-recurring charges for ITOCHU transaction related
costs, provisions for certain previously-disclosed legal-related matters, and
charges related to Typhoon Bopha in Asia,” said C. Michael Carter, Dole’s
President and Chief Operating Officer. “The combined revenue of Dole’s
discontinued operations being sold represented approximately 38% of Dole’s
revenues, at $2.6 billion in 2012. The new Dole will continue as an
international commodity produce company with a smaller footprint, retaining
its entire North American fresh vegetables business as well as its fresh fruit
businesses in North America, Latin America, Europe and Africa, which together
generated $4.2 billion in revenues in fiscal 2012 and Adjusted EBITDA from
continuing operations of $146 million.”

“As announced on February 22, 2013, we expect fiscal 2013 Adjusted EBITDA for
the new Dole to be at the low end of the guidance range previously given, with
the continuing declining trend in fresh fruit performance principally due to
banana market conditions, assuming no major market changes,” continued Carter.
“While the current environment in the banana market remains challenging, we
are optimistic that this transformative sale transaction will leave the new
Dole with the financial and operational flexibility to grow in this
competitive environment.”

Selected Financial Data from Continuing Operations (the two lines of fresh
produce businesses remaining with the new Dole)

                   Quarter Ended                   Fiscal Year
                     December 29,     December 31,     December      December
                                                    29,         31,
                     2012             2011
                                                       2012          2011
                     (In millions)
Revenues             $   888          $   962          $  4,247      $  4,778
Operating income         (71   )          (8    )         17            101
(loss)
Adjusted EBITDA
from continuing          (12   )          11              146           196
operations
Comparable               (52   )          4               44            122
Income (loss)
                                                                        

See “Non-GAAP Measurements” below for discussion of EBIT before discontinued
operations and Adjusted EBITDA from continuing operations.

Revenues from Continuing Operations (the two lines of fresh produce businesses
remaining with the new Dole)

Revenues decreased 11% to $4.2 billion for the year ended December 29, 2012,
primarily due to the divestitures of fresh fruit subsidiaries in Germany and
Spain, which represented $539 million of the sales decrease. Fresh fruit
revenues, excluding the impact of the divestitures, decreased 2% as a result
of lower pricing in North America bananas and unfavorable euro and Swedish
krona foreign currency movements in Europe. This was partially offset by
higher volumes of fresh pineapple sold and improved pricing for Chilean
deciduous fruit. Fresh vegetables revenues increased 8% primarily due to
improved pricing for packaged salads and sales from the October 2011 berry
acquisition, which contributed $68 million to sales in 2012. This was
partially offset by lower pricing for fresh-packed vegetables. Excluding the
sales from the berry business acquisition, fresh vegetables revenues improved
3%.

Adjusted EBITDA from Continuing Operations (the two lines of fresh produce
businesses remaining with the new Dole)

Adjusted EBITDA from continuing operations was $146 million for the year ended
December 29, 2012 compared to $196 million in the prior year. Fresh fruit
Adjusted EBITDA from continuing operations decreased primarily due to lower
pricing for bananas in North America as well as higher fruit costs in Europe,
partially offset by lower shipping costs in Europe. In addition, fresh fruit
earnings were impacted by provisions totaling $26 million recorded in the
fourth quarter of 2012 in connection with the possible resolution of certain
legal-related matters. Fresh vegetables Adjusted EBITDA from continuing
operations was comparable year over year. Higher earnings in the packaged
salads and fresh berries businesses were offset by lower pricing experienced
during the first half of 2012 across all major fresh-packed vegetable product
lines. Packaged salads earnings increased primarily due to improved pricing.
Fresh berries earnings increased as a result of the berry business
acquisition, partially offset by higher growing costs.

Segment Information from Continuing Operations (the two lines of fresh produce
businesses remaining with the new Dole)

                   Quarter Ended               Fiscal Year
                     December       December                        December
                    29,          31,            December 29,   31,
                                                   2012
                     2012           2011                            2011
Revenues:            (In millions)
Fresh fruit          $  653         $  743         $  3,141         $  3,757
Fresh vegetables        235            219            1,104            1,019
Corporate              -            -            2              2     
                     $  888        $  962        $  4,247        $  4,778 
                                                                             
                     Quarter Ended                 Fiscal Year
                     December       December                        December
                    29,            31,            December 29,     31,
                                                   2012
                     2012           2011                            2011
EBIT:                (In millions)
Fresh fruit EBIT     $  (20  )      $  1           $  103           $  139
Fresh vegetables       4            7            25             31    
EBIT
Total operating         (16  )         8              128              170
segments
Corporate:
Net unrealized
gain (loss) on
foreign                 -              3              (1     )         (2    )
denominated
instruments
Share-based             (2   )         (2   )         (7     )         (6    )
compensation
ITOCHU
transaction             (40  )         -              (49    )         -
related costs
Operating and          (12  )        (14  )        (47    )        (53   )
other expenses
Corporate              (54  )        (13  )        (104   )        (61   )
Total EBIT
before disc.         $  (70  )      $  (5   )      $  24           $  109   
ops.
                                                                             

See Exhibit 2 for further detailed information on segments.

Cash and Debt from Continuing Operations (the two lines of fresh produce
businesses remaining with the new Dole)

                                  December 29,   December 31,
                                     2012             2011
Cash:                                (In millions)
Cash and cash equivalents*           $    91          $    129
Total Debt:
Revolving credit facility            $    119         $    69
Term loan facilities                      868              896
Senior notes and debentures               645              645
Other debt, net of debt discount         62              70
Total Debt                           $    1,694       $    1,680
Net Debt                             $    1,603       $    1,551
                                                           

* includes $6 million of restricted cash at December 31, 2011.

Conference Call

The company will hold a conference call for investors to discuss its results
at 4:45 p.m. ET today. Access to a live audio webcast is available at
http://investors.dole.com. Toll-free telephone access will be available by
dialing 1-866-730-5771 in the United States and 1-857-350-1595 from
international locations and providing the conference code 49972438. A replay
of the call will be available until March 19, 2013. To access the telephone
replay, dial 1-888-286-8010 or 1-617-801-6888 and enter the confirmation code
65803809. A replay of the webcast will be archived and available on
http://investors.dole.com.

Non-GAAP Measurements

Earnings before interest, taxes and discontinued operations (“EBIT before
discontinued operations”), Adjusted EBITDA from continuing operations and
Comparable Income from continuing operations (total and per share) are
measures commonly used by financial analysts in evaluating the performance of
companies. EBIT before discontinued operations is calculated from net income
by adding interest expense and income tax expense, and adding the loss or
subtracting the income from discontinued operations, net of income taxes.
Adjusted EBITDA from continuing operations is calculated from EBIT before
discontinued operations by: adding depreciation and amortization from
continuing operations; adding the net unrealized loss or subtracting the net
unrealized gain on foreign currency and bunker fuel hedges from continuing
operations; adding the foreign currency loss or subtracting the foreign
currency gain on the vessel obligations; adding the net unrealized loss or
subtracting the net unrealized gain on foreign denominated instruments from
continuing operations; adding share-based compensation expense from continuing
operations; adding charges for restructuring and long-term receivables from
continuing operations; adding ITOCHU transaction related costs; and
subtracting the gain on asset sales. Comparable Income from continuing
operations is calculated from income from continuing operations by: adding
charges for restructuring and long-term receivables, net of income taxes;
adding the net unrealized loss or subtracting the net unrealized gain on
foreign currency and bunker fuel hedges, net of income taxes; adding the
foreign currency loss or subtracting the foreign currency gain on the vessel
obligations, net of income taxes; adding the net unrealized loss or
subtracting the net unrealized gain on foreign denominated instruments, net of
income taxes; adding share-based compensation expense, net of income taxes;
adding ITOCHU transaction related costs, net of income taxes; and subtracting
the gain on asset sales, net of income taxes. These items have been adjusted
because management excludes these amounts when evaluating the performance of
Dole. Net debt is calculated as total debt less cash.

EBIT before discontinued operations, Adjusted EBITDA from continuing
operations and Comparable Income from continuing operations (total and per
share) are not calculated or presented in accordance with U.S. GAAP and are
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, EBIT before
discontinued operations, Adjusted EBITDA from continuing operations and
Comparable Income from continuing operations (total and per share) as used
herein are not necessarily comparable to similarly titled measures of other
companies. However, Dole has included these three measures herein because
management believes that they are useful performance measures for Dole and for
securities analysts, investors and others in the evaluation of Dole.

Dole Food Company, with 2012 revenues of $4.2 billion, is one of the world’s
largest producers and marketer of high-quality fresh fruit and fresh
vegetables. Dole is an industry leader in many of the products it sells, as
well as in nutrition education and research. For more information, please
visit www.dole.com or http://investors.dole.com.

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 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 SEC filings,
including its Annual Report on Form 10-K.

Exhibit 1 - Reconciliation of Net income (loss) to EBIT before discontinued
operations and Adjusted EBITDA from continuing operations

                    Quarter Ended                Fiscal Year
                      December        December       December        December
                     29,           31,            29,           31,

                      2012            2011           2012            2011
                      (In millions)
Net income (loss)     $  (210  )      $  4           $  (142  )      $  42
Discontinued             123             2              143             60
operations, net
Interest expense
from continuing          5               2              12              9
ops.
Income taxes from       12            (13  )        11            (2   )
continuing ops.
Earnings before
interest, taxes
and discontinued
operations (“EBIT        (70   )         (5   )         24              109
before
discontinued
ops”)
Depreciation and
amortization from        15              15             66              64
continuing ops.
Net unrealized
(gain) loss on
derivative               -               (1   )         1               1
instruments from
continuing ops.
Foreign currency
exchange loss on         -               -              2               -
vessel
obligations
Net unrealized
(gain) loss on
foreign                  -               (3   )         1               2
denominated
instruments from
continuing ops.
Share-based
compensation from        3               2              11              8
continuing ops.
Charges for
restructuring and
long-term                1               4              5               16
receivables from
continuing ops.
ITOCHU
transaction              40              -              49              -
related costs
Gain on asset           (1    )        (1   )        (13   )        (4   )
sales
Adjusted EBITDA
from continuing       $  (12   )      $  11         $  146         $  196  
operations
                                                                             

Exhibit 2 - Items Eliminated to Calculate Adjusted EBITDA from Continuing
Operations

EBIT was impacted by charges for restructuring and long-term receivables,
unrealized foreign currency exchange gains and losses, share-based
compensation, ITOCHU transaction related costs, and gain on asset sales, which
are detailed in the tables below. These items are eliminated for purposes of
calculating Adjusted EBITDA from continuing operations.

                        Quarter Ended              Fiscal Year
                          December       December      December       December
                         29,          31,           29,          31,

                          2012           2011          2012           2011
Fresh Fruit               (In millions)
Unrealized gain
(loss) on foreign         $  -           $  1          $  (1   )      $  (1  )
currency and fuel
hedges
Foreign currency
exchange loss on             -              -             (2   )         -
vessel obligations
Charges for
restructuring and            (1   )         (4  )         (5   )         (16 )
long-term receivables
Share-based                  (1   )         -             (3   )         (2  )
compensation
Gain on asset sales         1            1           13           4   
Total                     $  (1   )      $  (2  )      $  2          $  (15 )
                                                                             
                                                                             
                          Quarter Ended                Fiscal Year
                          December       December      December       December
                         29,            31,           29,            31,

                          2012           2011          2012           2011
Fresh Vegetables          (In millions)
Share-based               $  -          $  -         $  (1   )      $  -   
compensation
Total                     $  -          $  -         $  (1   )      $  -   

                                                                      
                         Quarter Ended                Fiscal Year
                          December       December      December       December
                         29,            31,           29,            31,

                          2012           2011          2012           2011
Corporate                 (In millions)
Net unrealized gain
(loss) on foreign         $  -           $  3          $  (1   )      $  (2  )
denominated
instruments
Share-based                  (2   )         (2  )         (7   )         (6  )
compensation
ITOCHU transaction          (40  )        -           (49  )        -   
related costs
Total                     $  (42  )      $  1         $  (57  )      $  (8  )
                                                                             

Exhibit 3 - Reconciliation of Income (loss) from continuing operations to
Comparable income (loss) from continuing operations (Unaudited):

                            Quarter Ended
                              December 29, 2012 December 31, 2011
                              (In millions, except per share data)
                                          Earnings             Earnings
                                            per share                per share
Income (loss) from            $  (88  )     $ (0.99 )     $ 6        $ 0.06
continuing operations
Net unrealized gain on                                                  
derivative instruments,
net of income taxes of $0        -          -               (1 )       (0.01 )
and $0.1 million
Charges for
restructuring, net of
income taxes of $(0.2)           1          0.01            3          0.04
million and $(0.3)
million
Net unrealized (gain)
loss on foreign                                                         
denominated instruments,
net of income taxes of           1          -               (3 )       (0.03 )
$0.1 million and $0
Share-based compensation,
net of income taxes of           3          0.03            (1 )       (0.01 )
$(0.2) million and $(3)
million
ITOCHU transaction
related costs, net of            32         0.37            -          -
income taxes of $(7.7)
million and $0
Gain on asset sales, net
of income taxes of $0 and       (1   )     (0.01   )      -        -     
$1.2 million
Comparable income (loss)
from continuing               $  (52  )     $ (0.59 )     $ 4       $ 0.05  
operations
                                                                             

                            Fiscal Year
                              December 29, 2012 December 31, 2011
                              (In millions, except per share data)
                                         Earnings              Earnings
                                           per share                 per share
Income from continuing        $  1         $ 0.00        $ 102       $ 1.15
operations
Net unrealized loss on
derivative instruments,                                             
net of income taxes of
$0.1 million and $(0.2)          1         0.01            -           -
million
Charges for
restructuring, net of
income taxes of $(0.3)           5         0.06            16          0.18
million and $(0.3)
million
Foreign currency exchange
loss on vessel                   2         0.03            -           -
obligations, net of
income taxes^1
Net unrealized loss on
foreign denominated                                                 
instruments, net of
income taxes of $0 and           1         0.01            2           0.02
$(0.2) million
Share-based compensation,
net of income taxes of           8         0.09            5           0.06
$(2.7) million and $(3)
million
ITOCHU transaction
related costs, net of            38        0.43            -           -
income taxes of $(10.4)
million and $0
Gain on asset sales, net
of income taxes of $0.5         (12 )     (0.14   )      (3  )      (0.04 )
million and $1.2 million
Comparable income from        $  44       $ 0.49       $ 122      $ 1.37  
continuing operations

^1There was no income tax impact for this reconciling item.

Contact:

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