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: March 14, 2011

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):

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

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

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

o 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 March 14, 2011, Dole Food Company, Inc. issued a press release to report fiscal year 2010 results and related matters. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibit 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.

Section 7. Regulation FD

Item 7.01. Regulation FD Disclosure

On March 14, 2011, Dole will host a previously announced conference call/webcast and slide presentation at 4:45 p.m. EDT, in connection with Dole’s March 14, 2011 filing of its Annual Report on Form 10-K. As noted in the March 8, 2011 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 attached hereto as Exhibit 99.2 is the slide presentation available on such website and will be discussed on the conference call/webcast and slide presentation.

Section 8. Other Events

Item 8.01. Other Events

Dole’s Board of Directors set Dole’s annual meeting of stockholders for May 19, 2011, at 1:00 p.m., Pacific Time, at Dole’s World Headquarters, One Dole Drive, Westlake Village, California 91362, and has set March 25, 2011 as the record date for those eligible to receive notice of and to vote at such meeting.

Section 9. Financial Statement and Exhibits

2

Item 9.01. Financial Statements and Exhibits

(d)         Exhibits:

99.1*	Press Release dated March 14, 2011 re fiscal year 2010 results and related matters.
99.2*	Slide presentation to be discussed on publicly accessible March 14, 2011 conference call/webcast and slide presentation.

* Filed herewith

3

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.

	Dole Food Company, Inc.
March 14, 2011	Registrant
	By:	/s/ Joseph S. Tesoriero
		Joseph S. Tesoriero
		Executive Vice President and Chief Financial Officer

4

EXHIBIT INDEX

Exhibit
Number	Description
99.1*	Press Release dated March 14, 2011 re fiscal year 2010 results and related matters.
99.2*	Slide presentation to be discussed on publicly accessible March 14, 2011 conference call/webcast and slide presentation.

* Filed herewith

5

EX-99.1

Exhibit 99.1

One Dole Drive • Westlake Village, CA 91362 • 818-874-4000 • Fax 818-874-4625

NEWS RELEASE
Contact: Joseph Tesoriero
Phone: (818) 879-6900
Beth Potillo
Phone: (818) 879-6733

DOLE FOOD COMPANY, INC. ANNOUNCES FOURTH QUARTER
AND FULL YEAR RESULTS

     WESTLAKE VILLAGE, California — March 14, 2011 — Dole Food Company, Inc. today announced financial and operating results for the fourth quarter and full year ended January 1, 2011. For the fourth quarter, Dole reported Adjusted EBITDA of $21 million ($29 million, excluding charges for restructuring and long-term receivables) compared to $68 million for the fourth quarter of 2009. For the full year, Dole reported Adjusted EBITDA of $320 million ($353 million, excluding charges for restructuring and long-term receivables) compared to $417 million in 2009. Dole reported a GAAP loss from continuing operations for fiscal year 2010 of $34 million or ($0.39) per share. Comparable Income from continuing operations for fiscal year 2010 was $62 million, compared to $67 million in 2009 (see Exhibit 2).

     David A. DeLorenzo, Dole’s President and CEO said: “We are quite pleased with the performance of our fresh vegetables and packaged foods segments in 2010. Our North America fresh vegetables business performed strongly, more than doubling its EBITDA, driven by higher value-added pricing and volumes, and improved plant efficiencies. Our packaged foods division achieved another record year, while introducing successful new products, such as our new “no sugar added” FRUIT BOWLS^® in 100% juice and securing price increases to offset rising input costs. Of course, we were not immune to the challenges that confronted the entire banana industry last year, when extremely adverse weather conditions disrupted production, increasing fruit costs in Latin America. In addition, the temporary closure of the Iranian market drove down banana pricing in all Asian markets, including those in which Dole sells. With a difficult fourth quarter behind us, and with market prices improving, we are focused on a strong recovery in 2011.”

Selected Financial Results from Continuing Operations:

	Quarter Ended						Fiscal Year
	January 1,			January 2,			January 1,		January 2,
	2011			2010			2011		2010
	(In millions)
Revenues, net	$	1,557		$	1,530		$	6,893	$	6,779
Operating income		(11	)		77			194		352
Adjusted EBITDA		21			68			320		417
Comparable income (loss)		(27	)		(19	)		62		67

Reconciliation of net income to EBIT and Adjusted EBITDA:

	Quarter Ended						Fiscal Year
	January 1,			January 2,			January 1,			January 2,
	2011			2010			2011			2010
	(In millions)
Net income (loss)	$	(37	)	$	16		$	(30	)	$	88
Discontinued operations, net		2			(1	)		(3	)		(3	)
Interest expense		37			48			164			206
Income taxes		(7	)		7			13			23
Earnings before interest and taxes (“EBIT”)		(5	)		70			144			314
Depreciation and amortization		26			28			114			120
Net unrealized (gain) loss on derivative instruments		6			(25	)		65			8
Foreign currency (gain) loss on vessel obligations		(2	)		—			(3	)		6
Net unrealized (gain) loss on foreign denominated instruments		(4	)		(7	)		3			—
Debt retirement costs in connection with initial public offering		—			30			—			30
Gain on asset sales		—			(28	)		(3	)		(61	)
Adjusted EBITDA	$	21		$	68		$	320		$	417

Included in Adjusted EBITDA are charges for restructuring and long-term receivables of $8 million and $33 million for the fourth quarter and fiscal year 2010, respectively.

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

Revenues

     For fiscal 2010, revenues increased 2% to $6.9 billion. The increase was primarily due to higher worldwide volumes in packaged foods and higher North America packaged salad sales in fresh vegetables. Fresh fruit sales increased slightly as higher sales in the European ripening and distribution business were partially offset by lower banana volumes in North America and Europe. In addition, revenues were impacted by divestitures of Latin America box plants in 2009.

Adjusted EBITDA

     For fiscal year 2010, Adjusted EBITDA of $320 million included $33 million of charges related to restructuring and long-term receivables. The decrease in Adjusted EBITDA was primarily due to lower fresh fruit earnings, which decreased as a result of lower banana and fresh pineapple earnings worldwide as well as lower earnings in the European ripening and distribution business. These factors were partially offset by a $27.3 million benefit from an arbitration settlement involving faulty manufactured containers sold to Dole. Fresh vegetables performance improved by $25 million due to better pricing, favorable product mix, and lower costs in packaged salads. Packaged salads earnings also benefited from a $5.3 million settlement with a fresh vegetables supplier, which was recorded during the fourth quarter. Packaged foods segment results were comparable to prior year as better earnings in the frozen fruit operations and Europe were offset by lower results in North America and Asia.

Cash and Debt

	January 1,			January 2,
	2011			2010
	(In millions)
Cash:
Cash and cash equivalents	$	180	*	$	120
Total Debt:
Revolving credit facility	$	—		$	—
Term loan facilities		830			739
Senior Notes and Debentures		697			767
Other debt, net of debt discount		76			92
Total Debt	$	1,603		$	1,598
Net Debt	$	1,423		$	1,478

* Includes $10 million of restricted cash

Segment Information

	Quarter Ended				Fiscal Year
	January 1,		January 2,		January 1,		January 2,
	2011		2010		2011		2010
	(In millions)
Revenues from external customers:
Fresh fruit	$	1,042	$	1,039	$	4,716	$	4,711
Fresh vegetables		230		235		1,055		1,025
Packaged foods		285		256		1,121		1,042
Corporate		—		—		1		1
	$	1,557	$	1,530	$	6,893	$	6,779

	Quarter Ended						Fiscal Year
	January 1,			January 2,			January 1,			January 2,
	2011			2010			2011			2010
	(In millions)
EBIT:
Fresh fruit	$	(25	)	$	65		$	122		$	305
Fresh vegetables		7			—			30			9
Packaged foods		29			30			107			106
Total operating segments		11			95			259			420
Corporate:
Unrealized gain (loss) on cross currency swap		(7	)		14			(67	)		(21	)
Net unrealized gain (loss) on foreign denominated instruments		3			7			(3	)		(1	)
Debt retirement costs in connection with initial public offering		—			(30	)		—			(30	)
Operating and other expenses		(12	)		(16	)		(45	)		(54	)
Corporate		(16	)		(25	)		(115	)		(106	)
Total EBIT	$	(5	)	$	70		$	144		$	314

See Exhibit 1 for further detailed information on segments.

Fourth Quarter 2010

     Earnings in the fourth quarter of 2010 were impacted by lower earnings in fresh fruit due to higher costs in Latin America and lower pricing in Asia bananas as compared to 2009. Fresh vegetables earnings in the fourth quarter of 2010 benefited from improved results in packaged salads, which were partially offset by lower earnings in fresh-packed vegetables, which had realized record prices in the fourth quarter of 2009. A favorable settlement with a fresh vegetables supplier also benefited the fourth quarter of 2010. Packaged foods’ earnings improved slightly compared to 2009, with improved performance in frozen fruit, offset by lower earnings in Asia and North America packaged fruit.

Conference Call

     Dole will hold a conference call for investors to discuss its results at 4:45 p.m. EST today. Access to a live audio webcast is available at http://investors.dole.com under “Webcasts.” Toll-free telephone access will be available by dialing 866-383-8009 in the United States and 617-597-5342 from international locations and providing the conference code 83828563. A replay of the call will be available until March 28, 2011. To access the telephone replay, dial 888-286-8010 from the United States and 617-801-6888 from international locations and enter the confirmation code 48623641. A replay of the webcast will be archived and available at www.dole.com.

Non-GAAP Measurements

     EBIT, Adjusted EBITDA and Comparable Income (loss) from continuing operations (total and per share) are measures commonly used by financial analysts in evaluating the performance of companies. EBIT is calculated from net income (loss) by adding loss or subtracting income from discontinued operations, net of income taxes, adding the loss or subtracting the gain on disposal of discontinued operations, net of income taxes, adding interest expense and adding income tax expense to net income. Adjusted EBITDA is calculated from EBIT by adding depreciation and amortization from continuing operations, adding the net unrealized loss or subtracting the net unrealized gain on certain derivative instruments (foreign currency and bunker fuel hedges and the cross currency swap), 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, and subtracting gain on asset sales. Comparable Income (loss) from continuing operations is calculated from income (loss) 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 certain derivative instruments (foreign currency and bunker fuel hedges and the cross currency swap), 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, and subtracting gain on asset sales, net of income taxes. These items have been adjusted because management excludes these amounts when evaluating the performance of Dole. For 2009, debt retirement costs in connection with Dole’s initial public offering are also added to EBIT in calculating Adjusted EBITDA. Net debt is calculated as total debt less cash and cash equivalents.

     EBIT, Adjusted EBITDA and Comparable Income (loss) from continuing operations (total and per share) are not calculated or presented in accordance with U.S. GAAP and EBIT and Adjusted EBITDA 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, Adjusted EBITDA and Comparable Income (loss) 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 EBIT, Adjusted EBITDA and Comparable Income (loss) from continuing operations (total and per share) herein because management believes that EBIT and Adjusted EBITDA are useful performance measures for Dole. In addition, EBIT, Adjusted EBITDA and Comparable Income (loss) from continuing operations (total and per share) are presented because Dole’s management believes that these measures are frequently used by securities analysts, investors and others in the evaluation of Dole.

     Dole, with 2010 net revenues of $6.9 billion, is the world’s largest producer and marketer of high-quality fresh fruit and fresh vegetables, and is the leading producer of organic bananas. Dole markets a growing line of packaged and frozen fruit and is a produce industry leader in nutrition education and research.

     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

     Segment EBIT was significantly impacted by unrealized non-cash foreign currency exchange gains and losses, and gains on assets sales, which are detailed in the tables below:

	Quarter Ended					Year Ended
	January 1,			January 2,		January 1,			January 2,
	2011			2010		2011			2010
	(In millions)
Fresh Fruit
Revenues	$	1,042		$	1,039	$	4,716		$	4,711
EBIT:
Fresh fruit products	$	(19	)	$	25	$	122		$	248
Charges for restructuring and long-term receivables		(8	)		—		(33	)		—
Gain on arbitration settlement, net		—			—		27			—
Unrealized gain on foreign currency and fuel hedges		—			11		—			12
Foreign currency exchange gain (loss) on vessel obligations		2			—		3			(6	)
Net unrealized gain on foreign denominated instruments		—			1		—			—
Gains on asset sales		—			28		3			51
Total Fresh fruit EBIT	$	(25	)	$	65	$	122		$	305

	Quarter Ended				Year Ended
	January 1,		January 2,		January 1,		January 2,
	2011		2010		2011		2010
	(In millions)
Fresh Vegetables
Revenues	$	230	$	234	$	1,055	$	1,025
EBIT:
Fresh vegetables products	$	2	$	—	$	25	$	—
Gain on legal settlement		5		—		5		—
Gains on asset sales		—		—		—		9
Total Fresh vegetables EBIT	$	7	$	—	$	30	$	9

	Quarter Ended					Year Ended
	January 1,		January 2,			January 1,		January 2,
	2011		2010			2011		2010
	(In millions)
Packaged Foods
Revenues	$	285	$	256		$	1,121	$	1,042
EBIT:
Packaged foods products	$	28	$	31		$	105	$	104
Unrealized gain (loss) on foreign currency hedges		1		(1	)		2		1
Gains on asset sales		—		—			—		1
Total Packaged Foods EBIT	$	29	$	30		$	107	$	106

Exhibit 2 — Reconciliation of Income from continuing operations to Comparable Income (loss) from continuing operations (Unaudited):

	Quarter Ended
							January 2,
	January 1, 2011						2010
	(In millions, except per share data)
Earnings per share
Income (loss) from continuing operations	$	(36	)	$	(0.41	)	$	15
Net unrealized (gain) loss on derivative instruments, net of income taxes		6			0.07			(19	)
Charges for restructuring and long-term receivables, net of income taxes		8			0.09			—
Foreign currency exchange gain on vessel obligations, net of income taxes		(2	)		(0.02	)		—
Net unrealized gain on foreign denominated instruments, net of income taxes		(3	)		(0.04	)		(7	)
Debt retirements costs in connection with initial public offering, net of income taxes		—			—			19
Gain on asset sales, net of income taxes		—			—			(27	)
Comparable Income (loss) from continuing operations	$	(27	)	$	(0.31	)	$	(19	)

	Fiscal Year
							January 2,
	January 1, 2011						2010
	(In millions, except per share data)
Earnings per share
Income (loss) from continuing operations	$	(34	)	$	(0.39	)	$	85
Net unrealized loss on derivative instruments, net of income taxes		65			0.75			12
Charges for restructuring and long-term receivables, net of income taxes		33			0.37			—
Foreign currency exchange (gain) loss on vessel obligations, net of income taxes		(2	)		(0.03	)		6
Net unrealized loss on foreign denominated instruments, net of income taxes		3			0.04			1
Debt retirements costs in connection with initial public offering, net of income taxes		—			—			19
Gain on asset sales, net of income taxes		(3	)		(0.03	)		(56	)
Comparable Income from continuing operations	$	62		$	0.71		$	67

EX-99.2

Exhibit 99.2
 

1 1 Dole Food Company, Inc. Earnings Call and Webcast Fiscal Year 2010 March 14, 2011

2 2 Beth PotilloTreasurer

3 3 Forward Looking Statements Some of the information presented contains forward-looking statements that involve a number of risks and uncertainties. Forward looking statements, which are based on management's assumptions and describe the company's future plans, strategies and expectations, are generally identifiable by the use of terms such as "anticipate," "will," "expect," "believe," "shall," or similar expressions. The potential risks and uncertainties that could cause the company's 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; electrical power supply and pricing; changes in interest and currency exchange rates; economic crises; quotas, tariffs and other governmental actions; and international conflict.

4 Non-GAAP Financial Measures EBIT, Adjusted EBITDA and Comparable income (loss) from continuing operations (total and per share) are measures commonly used by financial analysts in evaluating the performance of companies. EBIT is calculated by subtracting income from discontinued operations, net of incomes taxes, from net income (loss), by subtracting the gain on disposal of discontinued operations, net of income taxes, by adding interest expense and by adding income tax expenses to net income. Adjusted EBITDA is calculated from EBIT by adding depreciation and amortization from continuing operations, adding the net unrealized loss or subtracting the net unrealized gain on certain derivative instruments (foreign currency and bunker fuel hedges and the cross currency swap), 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, and by subtracting gains on asset sales. Comparable income (loss) from continuing operations is calculated from income from continuing operations by adding the net unrealized loss or subtracting the net unrealized gain on certain derivative instruments (foreign currency and bunker fuel hedges and the cross currency swap), 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, and subtracting gains 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, Adjusted EBITDA and Comparable income (loss) from continuing operations (total and per share) are not calculated or presented in accordance with U.S. GAAP and they 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, Adjusted EBITDA and Comparable income (loss) 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 EBIT, Adjusted EBITDA and Comparable income (loss) from continuing operations (total and per share) herein because management believes that they are useful performance measures for Dole. In addition, EBIT, Adjusted EBITDA and Comparable income (loss) from continuing operations (total and per share) are presented because management believes that these measures are frequently used by securities analysts, investors and others in the evaluation of Dole.

5 5 David A. DeLorenzoChief Executive Officer

6 ($ millions) Packaged foodsFresh vegetablesFresh fruit Note: Graph does not include Corporate Fresh fruitHigher fruit costs in North America and Europe due to extremely poor weather conditionsLower prices in Asia due to market disruptions in the Middle EastVegetables improved $7 millionImproved results in packaged salads, offset by lower pricing for iceberg and romainePackaged foods comparableImproved results in frozen fruit, offset by increased product costs in packaged fruit Q4 Results $21 $68 Adjusted EBITDA for the quarter was $21 million ($29 million excluding charges for restructuring and long-term receivables)

AsiaPricing has started to improve in 2011, from disruptive market conditions experienced during the 3rd and 4th Quarters of 2010 when product backed up throughout the region with the temporary closure of IranTyphoon and flooding in Australia have impacted local marketEarthquake/tsunami in JapanLatin AmericaSevere weather conditions throughout Latin America have reduced industry supplyTight supply has continued through first quarter of 2011North AmericaContinued strong performance with #1 market shareForce Majeure of $1.43/box implemented in late JanuaryEuropeRestructuring on trackReduces 2011 volumes, eliminates lowest price and margin customers and markets, reconfigures shipping fleet and streamlines operationsAnnual cost savings estimated at $37 millionRecent European prices are the highest in the last 5 years Dole Fresh Fruit 7

Fresh Vegetables Finished 2010 with highest EBITDA ($51 million) since 2004 peakRetail packaged salads volume up 4% vs. prior year and gross margin improved by 4.0 pointsFresh packed vegetables performance similar to 2009, with berry profits recovering, and lettuce prices at more normal levels after record Q4 2009Dole investments in marketing, merchandising, infrastructure and process improvements are yielding substantial resultsIncreased volumesHigher pricing Favorable product mix Lower costs 8 = Higher Margins & Improved Profitability

Record Adjusted EBITDA of $127 million in 2010Continued dominant market shares in U.S.In addition to FRUIT BOWLS, we plan to introduce new innovative snack and frozen fruit items Dole Packaged Foods *Source: IRI Syndicated Data Total US for 52 weeks ended January 2, 2011 and January 3, 2010 Product 2010* 2009* Canned pineapple 58% (#1) 58% (#1) Canned pineapple juice 58% (#1) 55% (#1) Fruit Bowls 46% (#1) 48% (#1) Plastic jars 61% (#1) 66% (#1) 9 Successful launch of Fruit Bowls in 100% JuiceAll natural fruit in 100% juiceNo added sugars or sweeteners$10 million media campaign began in DecemberCoupled with NYSE opening bell ceremony and multiple media outreach in January

10 Summary While 2010 was a challenging year, the strong performance of Fresh Vegetables and Packaged Foods underscores the advantage of our diverse business portfolioWe will continue to improve our balance sheet, driving down interest expense, thereby improving net income

11 11 Joseph S. TesorieroChief Financial Officer

12 Segment Revenues Packaged foodsFresh vegetablesFresh fruit ($ millions) $1,557 $1,530 Full Year 4th Quarter $6,892 $6,778 Fresh fruit Excluding box plants, revenues were up $114.5 millionBetter volumes and prices in Europe R&D offset by loss of box plant sales and lower volumes in NA and Europe bananasVegetablesPackaged salads had higher volumes and better mixPackaged foodsHigher volumes and improved pricingIncreased revenues in secondary and emerging markets in Europe and Asia

13 Segment Adjusted EBITDA Packaged foodsFresh vegetablesFresh fruit ($ millions) $21 $68 Full Year 4th Quarter $320 $417 Fresh fruit Lower local banana pricing in Europe and Asia; higher costs in Europe and North AmericaIncludes $27 million container arbitration settlement and $33 million of restructuring costs and charges for long-term receivablesVegetablesPackaged salads benefitted from improved pricing, lower raw material costs, production efficiencies and favorable product mixFresh-packed vegetables performance was similar to 2009Packaged foodsImproved results in frozen fruit, offset by weaker results in Asia Note: Graph does not include Corporate

14 Capital Structure Reduced Net debt by $55 million during the yearInterest expense $42 million lower than 2009No borrowings under our revolverNon-core asset sales for the year totaled $46 million

15 15 Q&A

16 16 Appendix

17 Adjusted EBITDA ($ millions)

18 Adjusted Q4 EBITDA by Segment ($ millions)

19 Adjusted Year Ended EBITDA by Segment ($ millions)

20 Q4 and Year Ended Statement of Operations ($ thousands)

21 Non-GAAP Financial Measures ($ thousands)