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Dole Receives Approval From China To Sell Worldwide Packaged Foods And Asia Fresh Produce Business

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.

Exhibit 1 - Reconciliation of income from continuing operations before income taxes and equity earnings* to EBIT before discontinued operations and Adjusted EBITDA
    Fiscal Year


December 29, 2012

December 31, 2011
(in millions)
Income from continuing operations before income taxes and equity earnings $ 5.9 $ 95.1
Interest expense ** 12.2 9.6
Equity earnings   6.1     4.6  
Earnings before interest, taxes and discontinued operations (“EBIT before discontinued ops”) 24.2 109.3
Depreciation and amortization 65.8 63.9
Net unrealized (gain) loss on derivative instruments 1.2 0.9
Foreign currency exchange (gain) loss on vessel obligations 2.4 (0.1 )
Net unrealized (gain) loss on foreign denominated instruments 0.8 1.9
Share-based compensation 10.8 7.9
Charges for restructuring and long-term receivables 5.1 16.4
ITOCHU transaction related costs 48.4 -
Gain on asset sales   (12.9 )   (4.5 )
Adjusted EBITDA $ 145.8   $ 195.7  

*Dole has reconciled EBIT before discontinued ops and Adjusted EBITDA to Income from continuing operations before income taxes and equity earnings, because the latter is the GAAP measure most directly comparable to EBIT before discontinued ops and Adjusted EBITDA that can be computed at this time. Dole has not yet completed the final calculation of its income tax provision, and will not be in a position to do so for several more weeks. In view, however, of the imminent closing of the transaction with ITOCHU, the results and prospects for the fresh produce businesses that will remain with Dole will be most directly relevant for investors. Therefore, Dole determined that it was advisable to disclose the 2012 results for such businesses as soon as possible, reconciling to the available GAAP measure most directly comparable to EBIT before discontinued ops and Adjusted EBITDA.

**Interest expense reflects only interest on debt not required to be repaid in connection with the ITOCHU sale transaction, as well as interest accrued on liabilities related to certain legal-related matters. Interest expense incurred on debt required to be repaid as part of the ITOCHU sale transaction is classified within discontinued operations.

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