8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: July 25, 2013

DOLE FOOD COMPANY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-4455	99-0035300
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Dole Drive

Westlake Village, California 91362

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (818) 879-6600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2. Financial Information.

Item 2.02. Results of Operations and Financial Condition.

On July 25, 2013, Dole Food Company, Inc. issued a press release to report second quarter 2013 results. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Section 7. Regulation FD

Item 7.01. Regulation FD Disclosure

On July 25, 2013, Dole will host a previously announced conference call/webcast and slide presentation at 4:45 p.m. Eastern Time, in connection with Dole’s July 25, 2013 filing of its Quarterly Report on Form 10-Q. As noted in the July 19, 2013 press release announcing the conference call/webcast and slide presentation, any interested party can listen to the call using the telephone numbers and passcode provided in the press release, and the webcast and slide presentation are available to the public on the website provided in the press release. The slide presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K is the slide presentation available on such website and will be discussed on the conference call/webcast and slide presentation.

Section 9. Financial Statement and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1	Press Release dated July 25, 2013 re second quarter 2013 results.
99.2	Slide presentation to be discussed on publicly accessible July 25, 2013 conference call/webcast and slide presentation.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits and the information set forth therein and herein are furnished to the Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

2

SIGNATURES

Pursuant to the requirements 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.

Dated: July 25, 2013	DOLE FOOD COMPANY, INC. REGISTRANT
	By:	/s/ KEITH C. MITCHELL
		Keith C. Mitchell
		Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated July 25, 2013 re second quarter 2013 results.
99.2	Slide presentation to be discussed on publicly accessible July 25, 2013 conference call/webcast and slide presentation.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits and the information set forth therein and herein are furnished to the Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Beth Potillo

Phone: (818) 879-6733

DOLE FOOD COMPANY, INC. REPORTS

SECOND QUARTER 2013 RESULTS

Reiterates Guidance for Full Year 2013

WESTLAKE VILLAGE, California – July 25, 2013 – Dole Food Company, Inc. (NYSE:DOLE) today announced financial and operating results for the second quarter ended June 15, 2013, and reiterated guidance for full year 2013. In addition, Dole noted previously announced events during the quarter, namely, the April 1 completion of the sale of its former worldwide packaged foods and Asia fresh businesses, reported as discontinued operations, and the June 10 receipt of an unsolicited proposal from David H. Murdock to acquire all of the outstanding shares of common stock of Dole that he does not already own for $12 per share in cash. Dole also reported that during the second quarter, on May 10 and 13, it repurchased a total of 240,000 shares of its outstanding common stock at an average price per share of $11.26 (approximately $2.7 million) under the previously announced and now suspended share repurchase program.

For its continuing operations, Dole reported second quarter 2013 Adjusted EBITDA of $56 million compared to $81 million in the second quarter 2012. For the first half 2013, Adjusted EBITDA was $90 million compared to $125 million in the first half 2012. Adjusted EBITDA, GAAP income from continuing operations and Comparable Income from continuing operations for the first half 2013 reflected a charge of $34 million  for legal provisions related to the European General Court judgment, recorded in the first quarter of 2013.

GAAP income from continuing operations for the second quarter of 2013 was $2 million, or $0.01⁽¹⁾ per share, compared to $56 million, or $0.63⁽¹⁾ per share, in the second quarter 2012. GAAP income from continuing operations for the first half 2013 was $6 million, or $0.05⁽¹⁾ per share, compared to $82 million, or $0.91⁽¹⁾ in the first half 2012. GAAP income from continuing operations for the second quarter and first half 2013 included $22 million and $30 million of costs, respectively, related to the ITOCHU transaction, the associated refinancing and other restructuring activities (see Exhibit 3).

Comparable Income from continuing operations for the second quarter 2013 was $25 million, or $0.28 per share, compared to $61 million, or $0.69 per share, in the second quarter 2012. Comparable Income from continuing operations for the first half 2013 was $36 million, or $0.40 per share, compared to $83 million, or $0.93 per share, in the first half 2012 (see Exhibit 3).

¹  Earnings per share calculation excludes net income attributable to non-controlling interests

Compared to 2012, second quarter 2013 Adjusted EBITDA declined approximately $25 million to $56 million from $81 million. “Second quarter Adjusted EBITDA performances from our fresh vegetables line of business and our remaining fresh fruit lines of business were less than last year,” said C. Michael Carter, Dole’s President and Chief Operating Officer. “Fresh fruit was approximately $15 million lower mainly due to North America bananas, and fresh vegetables was approximately $14 million lower mainly due to berries, offset by approximately $4 million in lower corporate expenses.”

“The variance between second quarter performance and our second quarter guidance is mainly due to lower than expected banana cost of fruit and corporate overhead, higher than expected earnings in our Chilean business due to timing of operating expenses, and higher pineapple earnings, reduced by even lower than expected earnings from our fresh vegetables line of business, due to greater losses in berries,” said Mr. Carter. “The results this quarter are reflective of the inherent volatility and unpredictability of earnings from Dole’s smaller footprint as an international commodity produce company.”

Dole reiterated full year guidance at the low end of the $150 - $170 million range, assuming no major market changes. “This is due to the continued declining trend in fresh fruit performance principally due to banana market conditions and the full-year losses in our strawberry business, and reflects regular incentive accruals, which may vary based on Dole’s 2013 performance,” said Mr. Carter.

Dole also noted two additional events. On June 21, 2013, Dole paid approximately $64.7 million in full payment of the European General Court’s judgment affirming the European Commission’s decision finding violations of the European competition antitrust laws. “We strongly believe that the European competition laws were not violated, and on May 24, 2013, Dole appealed the judgment to the EU Court of Justice,” said Mr. Carter.

On July 9, 2013, Dole executed shipbuilding contracts with Hyundai Mipo Dockyard Co., Ltd. to construct three new specialty built refrigerated container ships, with a contractual price of $54.8 million per vessel ($164.4 million in total) and a total cost of approximately $168 million, for a phased delivery in the three successive quarters beginning the fourth quarter 2015. “Updating our West Coast shipping capabilities is very important strategically to Dole’s competitive differentiation and future growth prospects,” said Mr. Carter. “Our existing West Coast vessels will be approximately 27 years old at the time of replacement. The new ships will be more fuel efficient and will be built to Dole’s exacting specifications and design, with a higher capacity up to 788 FEU (compared to the current ships with 491 FEU) and equipped with gantry cranes.”

2

Selected Financial Data (Unaudited)

	Quarter Ended				Half Year Ended
	June 15, 2013		June 16, 2012		June 15, 2013		June 16, 2012
	(In millions)
Revenues	$	1,188.4	$	1,080.0	$	2,242.2	$	2,166.4
Operating income		22.6		54.8		22.4		83.2
Adjusted EBITDA		55.7		81.1		90.0		125.0
Comparable Income		25.4		61.0		35.9		82.5

See “Non-GAAP Measurements” below for discussion of EBIT and Adjusted EBITDA.

Revenues

Revenues increased 10% to $1.2 billion during the second quarter 2013 compared to second quarter 2012. Fresh fruit revenues increased 12% primarily due to higher volumes of North America bananas, higher volumes of diversified fruit in Europe, and higher sales of fruit sourced from Chile. Fresh vegetables revenues increased 4% mainly due to higher pricing for fresh packed vegetables and higher sales volumes of packaged salads.

Adjusted EBITDA

Adjusted EBITDA decreased 31% to $55.7 million in the second quarter 2013 compared to second quarter 2012. Fresh fruit Adjusted EBITDA decreased primarily due to lower pricing and higher fruit cost for bananas in North America. Fresh vegetables Adjusted EBITDA decreased as a result of significantly lower pricing and higher costs in the strawberry business mainly due to weather related issues, and higher product costs for packaged salads.

3

Segment Information (Unaudited)

	Quarter Ended						Half Year Ended
	June 15, 2013			June 16, 2012			June 15, 2013			June 16, 2012
	(In millions)
Revenues from external customers:
Fresh fruit	$	878.9		$	782.7		$	1,642.7		$	1,630.3
Fresh vegetables		308.7			297.0			598.3			535.4
Corporate		0.8			0.3			1.2			0.7
	$	1,188.4		$	1,080.0		$	2,242.2		$	2,166.4
	Quarter Ended						Half Year Ended
	June 15, 2013			June 16, 2012			June 15, 2013			June 16, 2012
	(In millions)
EBIT:
Fresh fruit EBIT	$	51.3		$	63.2		$	62.8		$	98.9
Fresh vegetables EBIT		(3.5	)		10.3			13.5			17.3
Total operating segments		47.8			73.5			76.3			116.2
Corporate:
Unrealized gain (loss) on foreign denominated instruments		(3.9	)		(0.5	)		0.1			3.1
Share-based compensation		(2.2	)		(1.7	)		(8.3	)		(3.4	)
Share repurchase program costs		(0.1	)		—			(0.1	)		—
Shareholder proposal costs		(0.1	)		—			(0.1	)		—
ITOCHU transaction related costs		(12.6	)		(0.9	)		(19.7	)		(1.1	)
Refinancing charges		(10.7	)		—			(10.7	)		—
Operating expenses, net		(7.6	)		(11.4	)		(16.7	)		(23.0	)
Corporate		(37.2	)		(14.5	)		(55.5	)		(24.4	)
Total EBIT before disc. ops.	$	10.6		$	59.0		$	20.8		$	91.8

See Exhibit 2 for further detailed information on segments.

Cash and Debt (Unaudited)

	June 15, 2013		December 29, 2012
	(In millions)
Cash:
Cash and cash equivalents	$	424.9	$	91.6
Total Debt:
Revolving credit facility	$	—	$	119.2
Term loan facilities		675.0		867.7
Senior Notes and Debentures		—		644.9
Other debt, net of debt discount		8.0		62.4
Total Debt	$	683.0	$	1,694.2
Net Debt	$	258.1	$	1,602.6

4

Conference Call

Dole will hold a conference call 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 1-866-515-2912 in the United States and 1-617-399-5126 from international locations and providing the conference code 54511847. A replay of the call will be available until August 1, 2013. To access the telephone replay, dial 1-888-286-8010 from the United States and 617-801-6888 from international locations and enter the confirmation code 91675059. A replay of the webcast will be archived and available on www.dole.com.

Guidance

Dole has provided earnings guidance to give investors general information on the overall direction of its business. The guidance provided is subject to numerous uncertainties, including, among others, 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.

Non-GAAP Measurements

Earnings before interest, taxes and discontinued operations (“EBIT before discontinued operations”), Adjusted EBITDA 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 taxes, adding the loss or subtracting the income from discontinued operations, net of income taxes, and subtracting the gain on disposal of discontinued operations, net of income taxes. Adjusted EBITDA 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 derivative instruments 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 from continuing operations; adding charges for restructuring and long-term receivables from continuing operations; adding ITOCHU transaction related costs; subtracting the gain on asset sales from continuing operations; adding refinancing charges from continuing operations; adding shareholder proposal costs; and adding share repurchase program costs. 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 derivative instruments, 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, net of income taxes, adding refinancing charges, net of income taxes, adding shareholder proposal costs, net of income taxes, adding share repurchase program costs, 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 and cash equivalents.

5

EBIT before discontinued operations, Adjusted EBITDA 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 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.

About Dole Food Company, Inc.

Dole Food Company, Inc., with 2012 revenues from continuing operations of $4.2 billion, is one of the world’s largest producers and marketers 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.

6

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

	Quarter Ended						Half Year Ended
	June 15, 2013			June 16, 2012			June 15, 2013			June 16, 2012
	(In millions)
Net income	$	234.8		$	65.5		$	169.2		$	82.7
(Income) loss from discontinued operations, net of income taxes		11.6			(9.5	)		81.1			(1.1	)
Gain on disposal of discontinued operations, net of income taxes		(244.7	)		—			(244.7	)		—
Interest expense		7.5			2.4			17.7			4.5
Income taxes		1.4			0.6			(2.5	)		5.7
Earnings before interest, taxes and discontinued operations (“EBIT before disc. ops”)		10.6			59.0			20.8			91.8
Depreciation and amortization from continuing operations		14.8			15.8			29.9			31.0
Net unrealized (gain) loss on derivative instruments from continuing operations		(0.5	)		3.0			0.7			1.6
Foreign currency exchange (gain) loss on vessel obligations		0.5			(0.9	)		(2.6	)		0.5
Net unrealized (gain) loss on foreign denominated instruments from continuing operations		3.9			0.9			(0.2	)		(2.9	)
Share-based compensation from continuing operations		2.7			2.4			11.9			4.8
Charges for restructuring and long-term receivables from continuing operations		4.2			2.0			4.2			3.3
ITOCHU transaction related costs		12.6			0.9			19.7			1.1
Gain on asset sales from continuing operations		(4.0	)		(2.0	)		(5.3	)		(6.2	)
Refinancing charges from continuing operations		10.7			—			10.7			—
Shareholder proposal costs		0.1			—			0.1			—
Share repurchase program costs		0.1			—			0.1			—
Adjusted EBITDA	$	55.7		$	81.1		$	90.0		$	125.0

7

Exhibit 2 - Items eliminated to calculate Adjusted EBITDA (Unaudited)

Segment EBIT was impacted by charges for restructuring and long-term receivables, unrealized foreign currency exchange gains and losses, unrealized gains (losses) on derivative instruments, share-based compensation, ITOCHU transaction related costs, refinancing charges, share repurchase program costs, shareholder proposal costs, and gain on asset sales, which are detailed in the tables below. These items are eliminated for purposes of calculating Adjusted EBITDA for each of these segments.

	Quarter Ended						Half Year Ended
	June 15, 2013			June 16, 2012			June 15, 2013			June 16, 2012
	(In millions)
Fresh Fruit
Charges for restructuring and long-term receivables	$	(4.2	)	$	(2.0	)	$	(4.2	)	$	(3.3	)
Unrealized gains (losses) on derivative instruments		0.5			(3.0	)		(0.7	)		(1.6	)
Net unrealized gain (loss) on foreign denominated instruments		—			(0.4	)		0.1			(0.2	)
Foreign currency exchange gain (loss) on vessel obligations		(0.5	)		0.9			2.6			(0.5	)
Share-based compensation		(0.4	)		(0.5	)		(2.7	)		(1.0	)
Gain on asset sales		4.0			2.0			5.3			6.2
Total	$	(0.6	)	$	(3.0	)	$	0.4		$	(0.4	)
	Quarter Ended						Half Year Ended
	June 15, 2013			June 16, 2012			June 15, 2013			June 16, 2012
	(In millions)
Fresh Vegetables
Share-based compensation		(0.1	)		(0.2	)		(0.9	)		(0.4	)
Total	$	(0.1	)	$	(0.2	)	$	(0.9	)	$	(0.4	)
	Quarter Ended						Half Year Ended
	June 15, 2013			June 16, 2012			June 15, 2013			June 16, 2012
	(In millions)
Corporate
Net unrealized gain (loss) on foreign denominated instruments		(3.9	)		(0.5	)		0.1			3.1
Share-based compensation		(2.2	)		(1.7	)		(8.3	)		(3.4	)
ITOCHU transaction related costs		(12.6	)		(0.9	)		(19.7	)		(1.1	)
Refinancing charges		(10.7	)		—			(10.7	)		—
Share repurchase program costs		(0.1	)		—			(0.1	)		—
Shareholder proposal costs		(0.1	)		—			(0.1	)		—
Total	$	(29.6	)	$	(3.1	)	$	(38.8	)	$	(1.4	)

8

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

	Quarter Ended
	June 15, 2013						June 16, 2012
	(In millions, except per share data)
				Earnings per share						Earnings per share
Income from continuing operations, excluding non-controlling interests	$	1.0		$	0.01		$	55.3		$	0.63
Income attributable to non-controlling interests		0.8			0.01			0.7			0.00
Income from continuing operations		1.8			0.02			56.0			0.63
Net unrealized (gain) loss on derivative instruments, net of income taxes of $0 million and $(0.5) million		(0.5	)		(0.01	)		2.4			0.03
Charges for restructuring and long-term receivables, net of income taxes1		4.2			0.05			2.0			0.02
Foreign currency exchange (gain) loss on vessel obligations, net of income taxes of $(0.1) million and $0 million		0.4			—			(0.9	)		(0.01	)
Net unrealized loss on foreign denominated instruments, net of income taxes of $0 million and $(0.2) million		3.9			0.04			0.7			0.01
Share-based compensation, net of income taxes of $(0.9) million and $(0.7) million		1.8			0.02			1.7			0.02
Refinancing charges, net of income taxes of $(3.7) million		7.0			0.08			—			—
ITOCHU transaction related costs, net of income taxes of $(2.1) million and $0 million		10.6			0.12			0.9			0.01
Share repurchase program costs, net of income taxes1		0.1			—			—			—
Shareholder proposal costs, net of income taxes1		0.1			—			—			—
Gain on asset sales, net of income taxes of $0 million and $0.1 million		(4.0	)		(0.04	)		(1.8	)		(0.02	)
Comparable Income from continuing operations	$	25.4		$	0.28		$	61.0		$	0.69

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

9

	Half Year Ended
	June 15, 2013						June 16, 2012
	(In millions, except per share data)
				Earnings per share						Earnings per share
Income from continuing operations, excluding non-controlling interests	$	4.6		$	0.05		$	80.6		$	0.91
Income attributable to non-controlling interests		1.0			0.01			0.9			0.01
Income from continuing operations		5.6			0.06			81.5			0.92
Net unrealized loss on derivative instruments, net of income taxes of $(0.1) million and $0 million		0.5			0.01			1.5			0.01
Charges for restructuring and long-term receivables, net of income taxes1		4.2			0.05			3.3			0.04
Foreign currency exchange (gain) loss on vessel obligations, net of income taxes of $(0.1) million and $0 million		(2.6	)		(0.03	)		0.5			—
Net unrealized loss on foreign denominated instruments, net of income taxes of $0 million and $(0.1) million		(0.1	)		—			(3.0	)		(0.03	)
Share-based compensation, net of income taxes of $(3.8) million and $(1.6) million		8.1			0.09			3.3			0.04
Refinancing charges, net of income taxes of $(3.7) million		7.0			0.08			—			—
ITOCHU transaction related costs, net of income taxes of $(1.4) million and $0 million		18.3			0.20			1.1			0.01
Share repurchase program costs, net of income taxes1		0.1			—			—			—
Shareholder proposal costs, net of income taxes1		0.1			—			—			—
Gain on asset sales, net of income taxes of $0 million and $0.5 million		(5.3	)		(0.06	)		(5.7	)		(0.06	)
Comparable Income from continuing operations	$	35.9		$	0.40		$	82.5		$	0.93

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

10

EX-99.2

Exhibit 99.2

Dole

Dole Food Company, Inc.

Earnings Call and Webcast

Second Quarter 2013

July 25, 20131

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.

2

Segment Financial Information3

Q2 Revenues by Segment

Q2 2013 revenues increased 10% compared to Q2 2012

Fresh fruit revenues up 12%

Higher volumes in Chilean deciduous fruit business and diversified fruit business in Europe

Higher banana volumes in North America, with lower pricing

Fresh vegetable revenues increased 4%

Higher volumes of packaged salads

Higher pricing of fresh-packed vegetables

Partially offset by lower pricing for strawberries and blueberries

$1,188 $1,080

879

783

309 297

2013 2012

4

Fresh Vegetable Fresh Fruit 2013 2012

4

Financial information presented is for Continuing Operations only

YTD Revenues by Segment

YTD 2013 revenues increased 9% compared to 2012, excluding Q1 2012 sales of $115 million from divested German subsidiary

Fresh fruit revenues up 8%, excluding divestiture

Higher banana volumes in Europe

Higher volumes in Chilean deciduous fruit business

Fresh vegetable revenues increased 12%

Higher volumes of packaged salads

Higher pricing of fresh-packed vegetables

Lower pricing for strawberries

$2,242

$2,166

$2,242 $2,166

115

1,643

1,515

598 535

2013 2012

Fresh Vegetables Fresh Fruit Divested Business 2013 2012

Financial information presented is for Continuing Operations only

5

Q2 Adjusted EBITDA by Segment

Adjusted EBITDA decreased by $25 million to $56 million in Q2 2013

Fresh fruit

Higher fruit costs from Latin sourced bananas

Lower banana pricing in North America

Partially offset by higher pricing of bananas in Europe

Fresh vegetables

Lower pricing and higher growing and harvesting costs in strawberries as a result of poor product quality related to weather issues

Higher vegetable and production costs in packaged salads

Partially offset by higher pricing of fresh-packed vegetables

Corporate expenses improved by $4 million

corporate

Fresh Vegetables

Fresh Fruit

$81

$56

75

61

17 2 (7) (11)

2013 2012

6

YTD Adjusted EBITDA by Segment*

Excluding $34 million legal provision, Adjusted EBITDA slightly decreased to $124 million

Fresh fruit decreased $3 million, excluding legal provision

Higher fruit costs from Latin sourced bananas

Lower banana pricing in North America

Partially offset by higher pricing of bananas and pineapples in Europe

Fresh vegetablesdecreased $11 million

Lower pricing and higher growing and harvesting costs in strawberries as a result of poor product quality related to weather issues

Higher vegetable and production costs in packaged salads

Partially offset by higher pricing of fresh-packed vegetables

Corporate expenses improved by $6 million

*Adjusted exludes provisions for EU legal provision of $34 million in Q1 2013

Corporate

Fresh Vegetables

Fresh fruit

$124

113

26

(16)

2013

$125

117

30

(22)

2012

Financial information presented is for Continuing Operations only

7

Non-GAAP Financial Measures

Earnings before interest, taxes and discontinued operations (“EBIT before discontinued operations”), Adjusted EBITDA 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 taxes, adding the loss or subtracting the income from discontinued operations, net of income taxes, and subtracting the gain on disposal of discontinued operations, net of income taxes. Adjusted EBITDA 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 derivative instruments 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 from continuing operations; adding charges for restructuring and long-term receivables from continuing operations; adding ITOCHU transaction related costs; subtracting the gain on asset sales from continuing operations; adding refinancing charges from continuing operations; adding shareholder proposal costs; and adding share repurchase program costs. 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 derivative instruments, 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, net of income taxes, adding refinancing charges, net of income taxes, adding shareholder proposal costs, net of income taxes, adding share repurchase program costs, 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 and cash equivalents.

EBIT before discontinued operations, Adjusted EBITDA 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 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.

8

Comparable Income from Continuing Ops.

($ millions, except per share data)

The line items presented here have been adjusted consistent with the purpose of calculating Comparable Income from continuing operations, and thus are non-GAAP measures. (1) Income from cont. ops. per share excludes net income attributable to non-controlling interests.

Per 10-Q Comparable Per 10-Q Comparable Q2 2013 Adj Q2 2013 Q2 2012 Adj Q2 2012

Revenues, net $ 1,188.4 $ 1,188.4 $ 1,080.0 $ 1,080.0 Cost of products sold (1,087.7) (0.5) (1,088.2) (956.8) 3.0 (953.8)

Gross Margin 100.7 (0.5) 100.2 123.2 3.0 126.2

SMG&A expenses (65.3) 2.9 (62.4) (67.5) 2.9 (64.6) Charges for restructuring & long-term receivables (4.2) 4.2 - (2.0) 2.0 -ITOCHU transaction related costs (12.6) 12.6 - (0.9) 0.9 -Gain on asset sales 4.0 (4.0) - 2.0 (2.0) -

Operating Income/(loss) 22.6 15.2 37.8 54.8 6.8 61.6

Other, net (12.0) 15.2 3.2 4.1 (0.4) 3.7

EBIT before disc. ops. 10.6 30.4 41.0 58.9 6.4 65.3

Interest expense (7.5) - (7.5) (2.4) - (2.4)

Earnings before taxes 3.1 30.4 33.5 56.5 6.4 62.9

Income taxes (1.3) (6.8) (8.1) (0.5) (1.4) (1.9)

Income from cont. ops., net $ 1.8 $ 23.6 $ 25.4 $ 56.0 $ 5.0 $ 61.0

Income from cont. ops., net per share $ 0.01 (1) $ 0.28 $ 0.63 (1) $ 0.69

9

Comparable Income from Continuing Ops.

($ millions, except per share data)

Per 10-Q Comparable Per 10-Q Comparable Q2 YTD 2013 Adj Q2 YTD 2013 Q2 YTD 2012 Adj Q2 YTD 2012

Revenues, net $ 2,242.2 $ 2,242.2 $ 2,166.4 $ 2,166.4 Cost of products sold (2,032.8) 0.8 (2,032.0) (1,952.2) 1.5 (1,950.7)

Gross Margin 209.4 0.8 210.2 214.2 1.5 215.7

SMG&A expenses (134.7) 11.9 (122.8) (132.8) 5.1 (127.7) Charges for restructuring & long-term receivables (4.2) 4.2 - (3.3) 3.3 -ITOCHU transaction related costs (19.7) 19.7 - (1.1) 1.1 -EU antitrust legal provision (33.7) - (33.7) - - -Gain on asset sales 5.3 (5.3) - 6.2 (6.2) -

Operating Income/(loss) 22.4 31.3 53.7 83.2 4.8 88.0

Other, net (1.6) 8.0 6.4 8.6 (2.6) 6.0

EBIT before disc. ops. 20.8 39.3 60.1 91.8 2.2 94.0

Interest expense (17.7) - (17.7) (4.5) - (4.5)

Earnings before taxes 3.1 39.3 42.4 87.3 2.2 89.5

Income taxes 2.5 (9.0) (6.5) (5.8) (1.2) (7.0)

Income from cont. ops., net $ 5.6 $ 30.3 $ 35.9 $ 81.5 $ 1.0 $ 82.5

Income from cont. ops., net per share $ 0.05 (1) $ 0.40 $ 0.91 (1) $ 0.93

The line items presented here have been adjusted consistent with the purpose of calculating Comparable Income from continuing operations, and thus are non-GAAP measures. (1) Income from cont. ops. per share excludes net income attributable to non-controlling interests.10

Reconciliation of Net Income (loss) to EBIT before Discontinued Operations and Adjusted EBITDA

($ millions)

Quarter Ended Half Year Ended June 15, June 16, June 15, June 16, 2013 2012 2013 2012 (In millions)

Net income $ 234.8 $ 65.5 $ 169.2 $ 82.7 (Income) loss from discontinued operations, net of income taxes 11.6 (9.5) 81.1 (1.1)

Gain on disposal of discontinued operations, net of income taxes (244.7) - (244.7) - Interest expense 7.5 2.4 17.7 4.5 Income taxes 1.4 0.6 (2.5) 5.7 Earnings before interest, taxes and discontinued operations (“EBIT before disc. ops”) 10.6 59.0 20.8 91.8 Depreciation and amortization from continuing operations 14.8 15.8 29.9 31.0 Net unrealized (gain) loss on derivative instruments from continuing operations (0.5) 3.0 0.7 1.6 Foreign currency exchange (gain) loss on vessel obligations 0.5 (0.9) (2.6) 0.5 Net unrealized (gain) loss on foreign denominated instruments from continuing operations 3.9 0.9 (0.2) (2.9) Share-based compensation from continuing operations 2.7 2.4 11.9 4.8 Charges for restructuring and long-term receivables from continuing operations 4.2 2.0 4.2 3.3 ITOCHU transaction related costs 12.6 0.9 19.7 1.1 Gain on asset sales from continuing operations (4.0) (2.0) (5.3) (6.2) Refinancing charges from continuing operations 10.7 - 10.7 - Shareholder proposal costs 0.1 - 0.1 - Share repurchase program costs 0.1 - 0.1 -

Adjusted EBITDA $ 55.7 $ 81.1 $ 90.0 $ 125.0

11

Q2 QTD Adjusted EBITDA by Segment

($ millions)

Fresh Fresh

Quarter Ended June 15, 2013 Fruit Vegetables Corporate Total EBIT before discontinued operations $ 51.3 $ (3.5) $ (37.2) $ 10.6 Net unrealized (gain) loss on derivative instruments from continuing operations (0.5) - - (0.5) Foreign currency exchange (gain) loss on vessel obligations 0.5 - - 0.5 Net unrealized (gain) loss on foreign denominated instruments from continuing

- - 3.9 3.9 operations Share-based compensation from continuing operations 0.4 0.1 2.2 2.7 Charges for restructuring and long-term receivables from continuing operations 4.2 - - 4.2 ITOCHU transaction related costs - - 12.6 12.6 Gain on asset sales from continuing operations (4.0) - - (4.0) Refinancing charges from continuing operations - - 10.7 10.7 Shareholder proposal costs - - 0.1 0.1 Share repurchase program costs - - 0.1 0.1 Sub total 51.9 (3.4) (7.6) 40.9 Depreciation and amortization from continuing operations 8.5 5.9 0.4 14.8 Adjusted EBITDA $ 60.4 $ 2.5 $ (7.2) $ 55.7

Fresh Fresh

Quarter Ended June 16, 2012 Fruit Vegetables Corporate Total EBIT before discontinued operations $ 63.2 $ 10.3 $ (14.5) $ 59.0 Net unrealized (gain) loss on derivative instruments from continuing operations 3.0 - - 3.0 Foreign currency exchange (gain) loss on vessel obligations (0.9) - - (0.9) Net unrealized (gain) loss on foreign denominated instruments from continuing

0.4 - 0.5 0.9 operations Share-based compensation from continuing operations 0.5 0.2 1.7 2.4

Charge ges for restructur uring an nd d long ng-term receivables from continu nuing operations at 2.0 - - 2.0 ITOCHU transaction related costs - - 0.9 0.9 Gain on asset sales from continuing operations (2.0) - - (2.0)

Sub total 66.2 10.5 (11.4) 65.3 Depreciation and amortization from continuing operations 9.2 6.1 0.5 15.8 Adjusted EBITDA $ 75.4 $ 16.6 $ (10.9) $ 81.1 12

Q2 YTD Adjusted EBITDA by Segment

($ millions)

Fresh Fresh

Half Year Ended June 15, 2013 Fruit Vegetables Corporate Total EBIT before discontinued operations $ 62.8 $ 13.5 $ (55.5) $ 20.8 Net unrealized (gain) loss on derivative instruments from continuing operations 0.7 - - 0.7 Foreign currency exchange (gain) loss on vessel obligations (2.6) - - (2.6) Net unrealized (gain) loss on foreign denominated instruments from continuing

(0.1) - (0.1) (0.2) operations Share-based compensation from continuing operations 2.7 0.9 8.3 11.9 Charges for restructuring and long-term receivables from continuing operations 4.2 - - 4.2 ITOCHU transaction related costs - - 19.7 19.7 Gain on asset sales from continuing operations (5.3) - - (5.3) Refinancing charges from continuing operations - - 10.7 10.7 Shareholder proposal costs - - 0.1 0.1 Share repurchase program costs - - 0.1 0.1 Sub total 62.4 14.4 (16.7) 60.1 Depreciation and amortization from continuing operations 17.2 11.9 0.8 29.9 Adjusted EBITDA $ 79.6 $ 26.3 $ (15.9) $ 90.0

Fresh Fresh

Half Year ended June 16, 2012 Fruit Vegetables Corporate Total EBIT before discontinued operations $ 98.9 $ 17.3 $ (24.4) $ 91.8 Net unrealized (gain) loss on derivative instruments from continuing operations 1.6 - - 1.6 Foreign currency exchange (gain) loss on vessel obligations 0.5 - - 0.5 Net unrealized (gain) loss on foreign denominated instruments from continuing

0.2 - (3.1) (2.9) operations Share-based compensation from continuing operations 1.0 0.4 3.4 4.8 Charges for restructuring and long-term receivables from continuing operations 3.3 - - 3.3 ITOCHU transaction related costs - - 1.1 1.1 Gain on asset sales from continuing operations (6.2) - - (6.2)

Sub total 99.3 17.7 (23.0) 94.0 Depreciation and amortization from continuing operations 17.9 12.3 0.8 31.0 Adjusted EBITDA $ 117.2 $ 30.0 $ (22.2) $ 125.0 13

Dole

10