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Sale of Packaged Foods and Asia Fresh Produce Business
3 Months Ended
Mar. 23, 2013
Sale of Packaged Foods and Asia Fresh Produce Business

NOTE 2 — SALE OF PACKAGED FOODS AND ASIA FRESH PRODUCE BUSINESS

On April 1, 2013, the previously announced sale of Dole’s worldwide packaged foods and Asia fresh produce businesses (collectively, “Dole Asia”) for $1.685 billion in cash, subject to certain adjustments (“sale transaction”) to ITOCHU Corporation (“ITOCHU”) was completed. The operations of Dole Asia consist of Dole’s Packaged Foods reportable operating segment, and Dole’s Asia fresh produce business, which is a component of Dole’s Fresh Fruit reportable operating segment (“Asia Fresh”). ITOCHU will not assume certain U.S. pension and other liabilities of Dole Asia. The proceeds from the April 1 sale and Dole’s new capital structure were used to pay off Dole’s previous indebtedness of approximately $1.7 billion, including the settlement in full of capital lease obligations of approximately $50 million related to two vessels. During the first quarter of 2013, Dole recorded expenses of $7.1 million related to the transaction, of which $6.6 million were for compensation related arrangements not attributable to Dole Asia employees, which were unpaid as of March 23, 2013, and $0.5 million were for transaction related expenses. On February 22, 2013, ITOCHU paid Dole a non-refundable cash deposit of $200 million toward the purchase price. Dole used the $200 million in cash to repay revolver borrowings, pay certain transaction related expenses, and for general corporate purposes.

The preliminary estimate of the pre-tax gain on the sale of Dole Asia is in the range of $250 million to $300 million. This estimate could change based upon the final determination of the carrying values of assets and liabilities on the date of the sale transaction, which will occur during Dole’s second quarter. This gain is expected to use substantially all of Dole’s federal tax net operating loss carryforwards, and result in the payment of cash taxes of approximately $40 million.