DOLE FOOD CO INC - FORM 8-K - EX-99.2 - SLIDE PRESENTATION

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8-K - FORM 8-K - DOLE FOOD CO INC	d411289d8k.htm
EX-99.1 - PRESS RELEASE - DOLE FOOD CO INC	d411289dex991.htm

Sale of Worldwide Packaged Foods

and

Asia Fresh Produce Businesses

September 18, 2012

Exhibit 99.2

Forward-Looking Statements

The information presented here 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.

Overview of Transaction

May 2012: announced strategic business review

As a result of this initiative, we have reached an agreement to sell our

Worldwide Packaged Food and Asia Fresh businesses (together “Dole Asia”)

to Itochu Corporation

Proceeds of $1.68 billion in cash will be used to pay down existing

indebtedness, pay deal-related expenses, for restructuring expenses

associated with the transaction and other corporate purposes

Dole Food Company (“Dole”) will remain an international company, focused on

the fresh fruit and vegetables business in North America, Latin America and

Europe

The transaction is subject to Dole stockholder approval and customary

regulatory approvals

We expect the transaction to close in late 2012

Transaction Rationale

Realizes a premium valuation for a Dole Asia

Enables significant de-leveraging and increases financial flexibility

Creates a transformed Dole platform that is able to pursue growth

opportunities within the sector

Retains industry-leading fresh fruit and vegetable business and

brand ownership beyond the scope of activities of Dole Asia

businesses

Continued targeted focus on the growing health/wellness trends and

leader in nutrition education in the fresh fruit and vegetable sectors

Retains significant operating asset base, as well as non-core assets,

including approximately 25,000 acres of Hawaiian land

Fresh Fruit

Sales:$4.5B (67% of total)

Notes: Figures based on 2011, excludes revenues and Adjusted EBITDA from divested European operations;

Adjusted EBITDA from operations excludes corporate overhead of $50 million

Dole Asia

Transaction includes the

sale of 100% of the

Worldwide Packaged

Foods business and 29%

of Dole’s existing Fresh

Fruit business

Worldwide Packaged Foods

Sales: $1.2B (18% of total)

Fresh Vegetables

Sales: $1.0B (15% of total)

Asia Fresh Produce

Sales: $1.3B

Adj EBITDA: $65 million

Worldwide Packaged Foods

Sales: $1.2B

Adj EBITDA: $123 million

Dole Asia

Sales: $2.5B (37% of total)

Adj EBITDA: $188 million

(43% of total)

Dole Food Company

Sales: $6.7B

Adj EBITDA from ops: $434 million

Dole Asia Business Profile

Core

products

Relevant market

positions

Financials

Geographic mix

(2011 revenue)

Worldwide Packaged

Asia Fresh

–

Canned fruit

juice

–

Fruit juice concentrate

–

Fruit in plastic cups, jars

and pouches

–

Fruit parfaits

–

Healthy snack foods

–

Frozen fruit

–

Fresh fruit

–

Fresh vegetables

–

#1 plastic fruit cups in US

–

#1 canned pineapple in US

–

#1canned pineapple juice in US

–

#1 frozen fruit in US

–

#1 bananas in Japan

–

#1 pineapples in Japan

–

#2 bananas in Korea

–

2011

revenue: $1.2B

–

2011 Adjusted EBITDA:

$123 million

–

2011 revenue: $1.3B

–

2011 Adjusted EBITDA: $65 million

Canned fruit

Dole Food Company

Pro forma Dole business

includes 100% of the

Fresh Vegetables

business and 71% of

Dole’s existing Fresh Fruit

business

Notes: Figures based on 2011, excludes revenues and Adjusted EBITDA from divested European operations;

Adjusted EBITDA from operations excludes corporate overhead of $50 million.

Worldwide Packaged Foods

Sales: $1.2B (18% of total)

Fresh Fruit

Sales:$4.5B (67% of total)

Fresh Vegetables

Sales: $1.0B (15% of total)

Dole Food Company

Sales: $6.7B

Adj EBITDA from ops: $434 million

Fresh Fruit

Sales: $3.2B

Adj EBITDA: $193 million

Fresh Vegetables

Sales: $1.0B

Adj EBITDA: $53 million

Dole Food Company

Sales: $4.2B (63% of total)

Adj EBITDA from ops: $246 million

(57% of total)

Cost Savings Initiative

In connection with the announced transaction, Dole will undertake

cost savings and right-sizing initiatives

Dole will realign and streamline its global personnel structure to

conform to the specific needs of the remaining fresh produce

businesses

Cost savings initiatives and corporate restructuring are expected to

result in aggregate savings of approximately $50 million annually

Full run-rate of these savings expected to be fully implemented by

the end of fiscal 2013

Dole Food Company Business Profile

North

America

58%

Europe

33%

Other

Business overview

Core

products

Financials

Geographic mix

(2011 revenue)

Industry-leading fresh produce business, primarily focused on North America, Latin

America and Europe

Fresh fruit

Fresh vegetables

Fresh berries

Packaged salads

2011 revenue: $4.2B

2011 Adjusted EBITDA from ops: $246 million

Valuable Asset Base

Dole California docked at the Port of San Diego

Asset Type

Description

Farms and other

land holdings

113,000 owned acres, including ~25,000

non-core acres in Hawaii

Processing

facilities

5 salad manufacturing plants

Ships and

containers

11 owned and 6 chartered/leased vessels

13,300 refrigerated containers; 1,300 dry

containers; 5,300 chassis and 4,000

generator sets

Other

Port facilities in each country

Offices, housing compounds, schools and

hospitals

Research facilities

Bessemer City, NC packaged salad plant

Founded over 150 years ago, and built on a rich

tradition of industry leadership

State-of-the-art, vertically-integrated refrigerated

supply chain

Over $500 million FMV of non-core assets (e.g.

idle land)

Ecuador banana plantation

Strategy

Supply the finest, high

quality, healthy and nutritious

fresh fruits and vegetables

Lead the industry in nutrition

research and education

Leverage brand

strength

Expand value-added and

organic product offerings

Continue to drive supply

chain efficiencies throughout

our businesses

Financial Terms and Impact on Dole

(US$ in millions)

Pre-transaction

Adjustments

Post-transaction

2011 Revenue

$6,685

($2,485)

$4,200

2011 Adjusted EBITDA

Cost savings

$384

($188)

+$50

$246*

Debt (as of 6/16/12)

$1,656

$260**

Total debt / 2011 EBITDA

4.3x

1.0x

Net debt / 2011 EBITDA

4.0x

0.7x

2011 Capital expenditures

$74

$41

Net interest expense

$138

$16

Note: Excludes revenues and Adjusted EBITDA from divested European operations

*Shown pro forma net of anticipated $50 million cost savings.

**Post transaction debt takes into consideration ~$300 million cash costs associated with the transaction, including taxes, debt

breakage, restructuring costs, and deal related expenses

Appendix

Non-GAAP Financial Measures

Earnings before interest, taxes and discontinued operations (“EBIT before discontinued operations”), Adjusted EBITDA and Adjusted

EBITDA from operations 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 is calculated from EBIT before

discontinued operations by: (1) adding depreciation and amortization from continuing operations; (2) 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; (3) adding the net loss or subtracting the net gain on the

long-term Japanese yen hedges; (4) adding the foreign currency loss or subtracting the foreign currency gain on the vessel

obligations; (5) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated instruments; (6) adding

share-based compensation expense; (7) adding charges for restructuring and long-term receivables; (8) adding loss on early

retirement of debt; and (9) subtracting the gain on asset sales. Due to the fact that the long-term Japanese yen hedges had more

than an insignificant financing element at inception, the liability is treated similar to a debt instrument and the associated cash flows

are classified as a financing activity. As a result, both the realized and unrealized gains and losses related to these hedges are

subtracted from or added back to EBIT before discontinued operations when calculating Adjusted EBITDA. Adjusted EBITDA from

operations is calculated from Adjusted EBITDA by adding corporate overhead expense. 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 and Adjusted EBITDA from operations 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 and Adjusted EBITDA from operations 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.

Reconciliation of Net Income to EBIT before

Discontinued Operations and Adjusted EBITDA

2011

Net income (loss)

Discontinued operations, net

Income (loss) from continuing operations

Interest expense

142

Income taxes

EBIT before discontinued operations

191

Depreciation and amortization

104

Net unrealized (gain) loss - derivatives

Net loss on long-term Japanese yen hedges

Foreign currency (gain) loss - vessel obligations

Net unrealized (gain) loss - foreign instruments

Share-based compensation

Charges for restructuring and long-term receivables

Refinancing charges and loss on early retirement of

notes

Gain on asset sales

(5)

Adjusted EBITDA

386

Fiscal Year

($ millions)

Note: Includes divested European operations

Full Year 2011 Adjusted EBITDA by Segment

($ millions)

Note: Includes divested European operations

Year Ended December 31, 2011

EBIT before disc. ops.

172

(109)

191

Net unrealized (gain) loss -

derivatives

Net loss on long-term Japanese yen hedges

Net unrealized (gain) loss -

foreign instruments

Share-based compensation

Charges for restructuring and long-term receivables

Refinancing charges and loss early retirement notes

Gain on asset sales

(5)

Sub total

202

100

(52)

282

Depreciation and amortization

104

Adjusted EBITDA

260

123

(50)

386

Fresh

Fruit

Fresh

Vegetables

Packaged

Foods

Corporate/

Other

Total

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