DEBT



	December 31, 2014						December 31, 2013
	Amount Outstanding			Interest Rate			Amount Outstanding			Interest Rate
	(In thousands, except percentages)
Dean Foods Company debt obligations:
Senior secured credit facility	$	70,301		2.93	%	*	$	50,250		1.67	%	*
Senior notes due 2016	475,819			7.00			475,579			7.00
Senior notes due 2018	—			—			23,812			9.75
	546,120						549,641
Subsidiary debt obligations:
Senior notes due 2017	134,913			6.90			132,808			6.90
Receivables-backed facility	235,000			1.30			213,000			1.19
Capital lease and other	1,146			—			1,813			—
	371,059						347,621
	917,179						897,262
Less current portion	(698		)				(698		)
Total long-term portion	$	916,481					$	896,564


*	Represents a weighted average rate, including applicable interest rate margins.

The scheduled maturities of long-term debt at December 31, 2014, were as follows (in thousands):



	Total
2015	$	698
2016	476,636
2017	377,000
2018	70,301
Thereafter	—
Subtotal	924,635
Less discounts	(7,456		)
Total outstanding debt	$	917,179

Senior Secured Credit Facility — In July 2013, we executed a credit agreement pursuant to which the lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million. The credit agreement was amended in June 2014 and further amended in August 2014. Under the agreement, as amended, we have the right to request an increase of the aggregate commitment under the credit facility, and to request incremental term loans or increased revolver commitments of, up to $500 million without the consent of any lenders not participating in such increase, subject to specified conditions. The proceeds of the credit facility are used to finance our working capital needs and for general corporate purposes of us and our subsidiaries. The senior secured credit facility is available for the issuance of up to $200 million of letters of credit and up to $150 million of swing line loans. The facility will terminate on July 2, 2018.

In connection with the amendment entered into in August 2014, the Company paid certain consent and arrangement fees of approximately $1.0 million to lenders and other fees, which were capitalized and will be amortized to interest expense over the remaining term of the facility. During the third quarter of 2013, we incurred approximately $6 million of fees in connection with the execution of the new senior secured credit facility, which were capitalized and will be amortized to interest expense over the five-year term of the facility.

Loans outstanding under the senior secured credit facility bear interest, at our election, at either the Adjusted LIBO Rate (as defined in the credit agreement) plus a margin of between 1.25% and 2.75% (2.75% as of December 31, 2014) based on the leverage ratio (as defined in the credit agreement), or the Alternate Base Rate (as defined in the credit agreement) plus a margin of between 0.25% and 1.75% (1.75% as of December 31, 2014) based on the leverage ratio. We are permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than applicable LIBOR breakage costs). Subject to certain exceptions and conditions described in the credit agreement, we are obligated to prepay the credit facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty and insurance proceeds.

The senior secured credit facility is guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the credit agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The facility is secured by a first priority perfected security interest in substantially all of the personal property of us and our guarantors, whether consisting of tangible or intangible property, including a pledge of, and a perfected security interest in, (i) all of the shares of capital stock of the guarantors and (ii) 65% of our or any guarantor’s first-tier foreign subsidiaries which are material restricted subsidiaries, in each case subject to certain exceptions as set forth in the credit agreement. The collateral does not include any real property, the capital stock and any assets of any unrestricted subsidiary, or any capital stock of any direct or indirect subsidiary of our wholly-owned subsidiary Dean Holding Company ("Legacy Dean") which owns any real property.

Under the senior secured credit facility, as amended, we are required to comply with (a) a maximum consolidated net leverage ratio of 5.25x for each fiscal quarter ending on or prior to December 31, 2014; 5.00x for each fiscal quarter ending on or prior to March 31, 2015; 4.50x for each fiscal quarter ending on or prior to June 30, 2015; and 4.00x for each fiscal quarter ending thereafter; (b) a senior secured net leverage ratio not to exceed 2.50x; and (c) a minimum consolidated interest coverage ratio of 3.00x, in each case, as defined under and calculated in accordance with the terms of the agreements governing our senior secured credit facility and our receivables-backed facility.

The credit agreement governing the senior secured credit facility contains customary representations, warranties and covenants, including but not limited to specified restrictions on indebtedness, liens, guarantee obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale and leaseback transactions, as well as the financial covenants described below. The credit agreement also contains customary events of default and related cure provisions. There are no restrictions on the payment of dividends when our leverage ratio is below 3.25x on a pro forma basis. The credit agreement also contains customary events of default and related cure provisions.

At December 31, 2014, there were outstanding borrowings of $70.3 million under the senior secured revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the year ended December 31, 2014 was $52.1 million. There were no letters of credit issued under the senior secured revolving credit facility as of December 31, 2014.

Prior Amended & Restated Senior Secured Credit Facility (Terminated Effective July 2, 2013) — In July 2013, we terminated our prior credit facility, as amended, and executed a new senior secured credit facility. Our prior credit facility consisted of an original combination of a $1.5 billion five-year revolving credit facility, a $1.5 billion five-year term loan A and a $1.8 billion seven-year term loan B.

In October 2012, we used the combined proceeds we received from the WhiteWave IPO and WhiteWave’s initial borrowings under its senior secured credit facilities described in Note 10 to the Consolidated Financial Statements included in our 2012 Annual Report on Form 10-K to repay in full the then-outstanding $480 million aggregate principal amount of our 2014 Tranche A term loan and the then-outstanding $675 million aggregate principal amount of our outstanding 2014 Tranche B term loan. Additionally, as discussed in Note 3, on January 3, 2013, we completed the sale of Morningstar and received net proceeds of approximately $1.45 billion, a portion of which was used for the full repayment of $480 million in outstanding 2016 Tranche B term loan borrowings, $547 million in outstanding 2017 Tranche B term loan borrowings and $265 million in revolver borrowings outstanding as of December 31, 2012. As a result of these principal repayments, we wrote off $1.5 million in previously deferred financing costs related to the prior credit facility during the first quarter of 2013.

The prior credit facility was available for the issuance of up to $350 million of letters of credit and up to $150 million of swing line loans. The prior credit facility was secured by liens on substantially all of our domestic assets, including the assets of our domestic subsidiaries, but excluding the capital stock of subsidiaries of Legacy Dean, the real property owned by Legacy Dean and its subsidiaries, and accounts receivable associated with the receivables-backed facility. The credit agreement governing our prior credit facility contained standard default triggers, including without limitation: failure to maintain compliance with the financial and other covenants contained in the credit agreement, default on certain of our other debt, a change in control and certain other material adverse changes in our business. The prior credit agreement did not contain any requirements to maintain specific credit rating levels.

During the third quarter of 2013, as a result of the termination of our prior credit agreement and the extinguishment of the related debt, we wrote off $5.4 million in previously deferred financing costs associated with the prior credit facility.

Short Term Credit Facility and Debt-for-Equity Exchange Agreement — As discussed in Note 2, on July 11, 2013, in connection with the anticipated monetization of our remaining shares of WhiteWave’s Class A common stock, we entered into a loan agreement with certain lenders, pursuant to which we were provided with two term loans in an aggregate principal amount of $626.8 million, consisting of a $545 million term loan required to be repaid no later than August 12, 2013, and an $81.8 million term loan required to be repaid no later than September 9, 2013. We used the proceeds from the credit facility for general corporate purposes. Loans outstanding under the short-term credit facility bore interest at the Adjusted LIBO Rate (as defined in the loan agreement) plus a margin of 2.50%. We were permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than any applicable LIBOR breakage costs).

The credit facility was unsecured and was guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the loan agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The loan agreement contained certain representations, warranties and covenants, including, but not limited to specified restrictions on acquisitions and payment of dividends, as well as maintenance of certain liquidity levels. The loan agreement also contained customary events of default and related cure provisions. We were required to comply with a maximum consolidated net leverage ratio initially set at 4.00x and a minimum consolidated interest coverage ratio set at 3.00x.

As disclosed in Note 2, on July 25, 2013, we announced the closing of a secondary public offering of 34.4 million shares of Class A common stock of WhiteWave owned by us at a public offering price of $17.75 per share. Immediately prior to the closing of the offering, we exchanged our shares of WhiteWave Class A common stock for $589.2 million of the two term loans, which loans were held by two of the underwriters in the offering. Following the closing of the debt-for-equity exchange, we repaid the non-exchanged balance of the two term loans in full and terminated the loan agreement.

Dean Foods Receivables-Backed Facility — We have a $550 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully reflected in our Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting purposes. In June 2014, the receivables-backed facility was modified to, among other things, increase the amount available for the issuance of letters of credit from $300 million to $350 million and to extend the liquidity termination date from March 2015 to June 2017. The receivables-backed facility was further amended in August 2014 to be consistent with the amended financial covenants under the credit agreement governing the senior secured credit facility.

Based on the monthly borrowing base formula, we had the ability to borrow up to $550 million of the total commitment amount under the receivables-backed facility as of December 31, 2014. The total amount of receivables sold to these entities as of December 31, 2014 was $685.5 million. During the year ended December 31, 2014 we borrowed $2.7 billion and subsequently repaid $2.6 billion under the facility with a remaining drawn balance of $235.0 million as of December 31, 2014. Excluding letters of credit in the aggregate amount of $163.8 million, the remaining available borrowing capacity was $151.2 million at December 31, 2014. Our average daily balance under this facility during the year ended December 31, 2014 was $249.6 million. The receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBOR rates plus an applicable margin.

On July 2, 2013, we amended our receivables purchase agreement to implement certain modifications in connection with the senior secured credit facility described above. On October 7, 2013, we further amended our receivables purchase agreement to, among other things, conform the financial covenants and related definitions to those in our senior secured credit facility.

Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the amount of $80 million, representing the approximate subsequent payments due under the terms of the settlement agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four installment payments. We made installment payments in June of 2014 and 2013. As of December 31, 2014, the letter of credit had been reduced to $37.7 million.

We are currently in compliance with all covenants under our credit agreements.

Dean Foods Company Senior Notes due 2018 — On December 16, 2010, we issued $400 million aggregate principal amount of 9.75% senior unsecured notes in a private placement to qualified institutional buyers and in offshore transactions, and on August 3, 2011, we exchanged $400 million of the senior notes for new notes that are registered under the Securities Act and do not have restrictions on transfer, rights to special interest or registration rights. These notes are our senior unsecured obligations and mature on December 15, 2018 with interest payable on June 15 and December 15 of each year. The indenture under which we issued the senior notes due 2018 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $376.2 million principal amount of these notes pursuant to a cash redemption offer, described more fully below. During the fourth quarter of 2014, we retired the remaining $23.8 million of principal amount of the senior notes due 2018 pursuant to the cash redemption offer described more fully below. The carrying value of the remaining notes outstanding at December 31, 2014 was zero.

Dean Foods Company Senior Notes due 2016 — In 2006, we issued $500 million aggregate principal amount of 7.00% senior unsecured notes. The senior unsecured notes mature in June 2016, and interest is payable on June 1 and December 1 of each year. The indenture under which we issued the senior notes due 2016 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $23.8 million of principal amount of the senior notes due 2016 pursuant to a cash tender offer, described more fully below. The carrying value of the remaining notes outstanding at December 31, 2014 was $475.8 million.

Redemption of Dean Foods Company Senior Notes due 2018 — In December 2014, we completed the redemption of our remaining outstanding Senior Notes due 2018. We redeemed the entire $24 million outstanding principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of the notes redeemed, plus accrued and unpaid interest, or approximately $26.1 million in total. As a result of the redemption, we recorded a $1.4 million pre-tax loss on early extinguishment of debt in the fourth quarter of 2014, which consisted of debt redemption premiums of $1.2 million and a write-off of unamortized debt issue costs of $0.2 million. The loss was recorded in the loss on early retirement of debt line in our Consolidated Statements of Operations. The redemption was financed with borrowings under our senior secured credit facility.

Cash Tender Offer on Dean Foods Company Senior Notes due 2018 and 2016 — On November 12, 2013, we announced that we had commenced a cash tender offer for up to $400 million combined aggregate principal amount of our Senior Notes due 2018 and Senior Notes due 2016, with priority given to the Senior Notes due 2018, and a consent solicitation to amend the indenture related to our Senior Notes due 2018. The transaction closed during the fourth quarter of 2013, and we purchased $376.2 million aggregate principal amount of the Senior Notes due 2018, which included a premium of approximately $54 million, and $23.8 million aggregate principal amount of the Senior Notes due 2016, which included a premium of approximately $3 million. The tender offer was financed with cash on hand and borrowings under our senior secured credit facility. As a result of the tender offer, we recorded a $63.3 million pre-tax loss on early extinguishment of debt ($38.7 million, net of tax) in the fourth quarter of 2013, which consisted of debt tender premiums of $57.2 million, a write-off of unamortized debt issue costs of $5.5 million, and other direct costs associated with the tender offer of $0.6 million. The loss was recorded in the loss on early retirement of debt line in our Consolidated Statements of Operations.

Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series ($142 million aggregate principal amount) remains outstanding with a maturity date of October 15, 2017. The carrying value of these notes at December 31, 2014 was $134.9 million at 6.90% interest. The indenture governing the Legacy Dean senior notes does not contain financial covenants but does contain certain restrictions, including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries. The Legacy Dean senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s wholly-owned subsidiaries.

See Note 11 for information regarding the fair value of the senior notes due 2016 and senior notes due 2018 and the subsidiary senior notes due 2017 as of December 31, 2014 and 2013.

With regard to our overall capital structure, during the first half of 2015, subject to market conditions and the receipt of appropriate approvals, we intend to optimize our liquidity and strengthen our financial position by opportunistically refinancing, or otherwise addressing, certain of our existing long-term debt, including our 7.0% senior notes due June 2016. We have initiated discussions with a number of our lenders with respect to the key terms and structure of new liquidity facilities, which may include providing additional collateral to lenders under our revolving credit facility. We would look to extend maturities on both our revolving and receivables facilities and also better align our covenants structure with our long-term strategic and operational goals. The specific timing, structure, and terms of such refinancing transactions have not yet been finalized. In addition, there is no guarantee that we will be able to refinance the facilities on the expected terms or at all.

Capital Lease Obligations and Other — Capital lease obligations as of December 31, 2014 were comprised of a lease for land and building related to one of our production facilities. See Note 19.

Interest Rate Agreements — As of December 31, 2014, there were no interest rate swap agreements in effect. See Note 11 for information related to interest rate swap arrangements associated with our debt obligations that existed prior to the extinguishment of such obligations during 2013.

Guarantor Information — The 2016 senior notes described above are our unsecured obligations and, except as described below, are fully and unconditionally, jointly and severally guaranteed by substantially all of our 100%-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Dean Foods Company (“Parent”), the 100%-owned subsidiary guarantors of the senior notes and, separately, the combined results of the 100%-owned subsidiaries that are not a party to the guarantees. The 100%-owned non-guarantor subsidiaries reflect certain foreign and other operations, in addition to our receivables securitization subsidiaries.

Upon completion of the WhiteWave IPO discussed in Note 2, WhiteWave and its wholly-owned domestic subsidiaries were released from their obligations as guarantors for the 2016 senior notes. Additionally, effective upon completion of the Morningstar sale on January 3, 2013, Morningstar and its subsidiaries were no longer parties to the guarantees. Therefore, the activity and balances allocated to discontinued operations related to WhiteWave and Morningstar have been recast in the tables below for all periods presented to include Morningstar and its subsidiaries and WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 senior notes.



	Condensed Consolidating Balance Sheet as of December 31, 2014
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(1,341	)	$	7,026	$	10,677	$	—		$	16,362
Receivables, net	1,484			76,446		669,700		—			747,630
Income tax receivable	57,105			7,338		—		—			64,443
Inventories	—			251,831		—		—			251,831
Intercompany receivables	—			5,819,460		—		(5,819,460		)	—
Other current assets	2,004			97,593		197		—			99,794
Total current assets	59,252			6,259,694		680,574		(5,819,460		)	1,180,060
Property, plant and equipment, net	—			1,172,575		21		—			1,172,596
Goodwill	—			86,841		—		—			86,841
Identifiable intangible and other assets, net	81,531			248,600		8		—			330,139
Investment in subsidiaries	6,637,085			51,977		—		(6,689,062		)	—
Total	$	6,777,868		$	7,819,687	$	680,603	$	(12,508,522	)	$	2,769,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	61,416		$	714,054	$	67	$	(637	)	$	774,900
Intercompany payables	5,425,360			—		393,463		(5,818,823		)	—
Current portion of debt	—			698		—		—			698
Current portion of litigation settlements	18,853			—		—		—			18,853
Total current liabilities	5,505,629			714,752		393,530		(5,819,460		)	794,451
Long-term debt	546,120			135,361		235,000		—			916,481
Other long-term liabilities	81,677			332,489		96		—			414,262
Long-term litigation settlements	17,124			—		—		—			17,124
Stockholders’ equity	627,318			6,637,085		51,977		(6,689,062		)	627,318
Total	$	6,777,868		$	7,819,687	$	680,603	$	(12,508,522	)	$	2,769,636



	Condensed Consolidating Balance Sheet as of December 31, 2013
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(12,289	)	$	17,433	$	11,618		$	—		$	16,762
Receivables, net	1,932			72,660		677,642			—			752,234
Income tax receivable	10,374			5,541		—			—			15,915
Inventories	—			262,858		—			—			262,858
Intercompany receivables	—			5,728,284		(1		)	(5,728,283		)	—
Other current assets	6,944			95,927		58			—			102,929
Total current assets	6,961			6,182,703		689,317			(5,728,283		)	1,150,698
Property, plant and equipment, net	—			1,215,888		159			—			1,216,047
Goodwill	—			86,841		—			—			86,841
Identifiable intangible and other assets, net	90,269			258,109		81			—			348,459
Investment in subsidiaries	6,633,000			72,345		—			(6,705,345		)	—
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	47,284		$	713,625	$	554		$	(175	)	$	761,288
Intercompany payables	5,304,051			—		424,057			(5,728,108		)	—
Current portion of debt	—			698		—			—			698
Current portion of litigation settlements	19,101			—		—			—			19,101
Total current liabilities	5,370,436			714,323		424,611			(5,728,283		)	781,087
Long-term debt	549,641			133,923		213,000			—			896,564
Other long-term liabilities	59,764			314,149		92			—			374,005
Long-term litigation settlements	36,074			—		—			—			36,074
Total stockholders’ equity	714,315			6,653,491		51,854			(6,705,345		)	714,315
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045



	Condensed Consolidating Statement of Comprehensive Income (Loss) for the Year Ended December 31, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	9,490,049		$	13,147		$	—		$	9,503,196
Cost of sales	—			7,819,276			10,457			—			7,829,733
Gross profit	—			1,670,773			2,690			—			1,673,463
Selling and distribution	—			1,353,810			1,243			—			1,355,053
General and administrative	2,383			284,434			1,927			—			288,744
Amortization of intangibles	—			2,889			—			—			2,889
Facility closing and reorganization costs	—			4,460			—			—			4,460
Litigation settlement	(2,521		)	—			—			—			(2,521		)
Impairment of long-lived assets	—			20,820			—			—			20,820
Other operating loss	—			(4,535		)	—			—			(4,535		)
Interest expense	43,333			11,855			5,831			—			61,019
Loss on early retirement of debt	1,437			—			—			—			1,437
Other (income) expense, net	(2,400		)	3,589			(2,809		)	—			(1,620		)
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(42,232		)	(6,549		)	(3,502		)	—			(52,283		)
Income tax expense benefit	(15,290		)	(15,166		)	(1,640		)	—			(32,096		)
Income (loss) before equity in earnings (loss) of subsidiaries	(26,942		)	8,617			(1,862		)	—			(20,187		)
Equity in earnings (loss) of consolidated subsidiaries	6,158			(1,953		)	—			(4,205		)	—
Income (loss) from continuing operations	(20,784		)	6,664			(1,862		)	(4,205		)	(20,187		)
Income (loss) from discontinued operations, net of tax	—			332			(984		)	—			(652		)
Gain on sale of discontinued operations, net of tax	488			—			55			—			543
Net income (loss)	(20,296		)	6,996			(2,791		)	(4,205		)	(20,296		)
Other comprehensive loss, net of tax, attributable to Dean Foods Company	(25,424		)	(1,567		)	(802		)	—			(27,793		)
Comprehensive income (loss) attributable to Dean Foods Company	$	(45,720	)	$	5,429		$	(3,593	)	$	(4,205	)	$	(48,089	)



	Condensed Consolidating Statement of Comprehensive Income (Loss) for the Year Ended December 31, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	9,002,872		$	13,449		$	—		$	9,016,321
Cost of sales	—			7,151,985			9,749			—			7,161,734
Gross profit	—			1,850,887			3,700			—			1,854,587
Selling and distribution	—			1,336,319			1,426			—			1,337,745
General and administrative	2,301			306,367			1,785			—			310,453
Amortization of intangibles	—			3,669			—			—			3,669
Facility closing and reorganization costs	—			27,008			—			—			27,008
Litigation settlement	(1,019		)	—			—			—			(1,019		)
Impairment of long-lived assets	—			40,027			3,414			—			43,441
Other operating loss	290			2,204			—			—			2,494
Interest expense	184,472			11,945			4,141			—			200,558
Loss on early retirement of debt	63,387			—			—			—			63,387
Gain on disposition of WhiteWave common stock	(415,783		)	—			—			—			(415,783		)
Other (income) expense, net	(2,300		)	3,269			(1,369		)	—			(400		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	168,652			120,079			(5,697		)	—			283,034
Income tax expense (benefit)	(99,908		)	61,829			(4,246		)	—			(42,325		)
Income (loss) before equity in earnings (loss) of subsidiaries	268,560			58,250			(1,451		)	—			325,359
Equity in earnings (loss) of consolidated subsidiaries	544,618			(2,035		)	—			(542,583		)	—
Income (loss) from continuing operations	813,178			56,215			(1,451		)	(542,583		)	325,359
Income from discontinued operations, net of tax	—			—			2,803			—			2,803
Gain (loss) on sale of discontinued operations, net of tax	—			491,200			(5		)	—			491,195
Net income	813,178			547,415			1,347			(542,583		)	819,357
Net loss attributable to non-controlling interest	—			—			(6,179		)	—			(6,179		)
Net income (loss) attributable to Dean Foods Company	813,178			547,415			(4,832		)	(542,583		)	813,178
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company	100,488			4,204			(8,323		)	—			96,369
Comprehensive income (loss) attributable to Dean Foods Company	$	913,666		$	551,619		$	(13,155	)	$	(542,583	)	$	909,547



	Condensed Consolidating Statement of Comprehensive Income for the Year Ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	9,262,725		$	11,937		$	—		$	9,274,662
Cost of sales	—			7,170,595			8,808			—			7,179,403
Gross profit	—			2,092,130			3,129			—			2,095,259
Selling and distribution	—			1,418,615			916			—			1,419,531
General and administrative	8,847			402,518			1,592			—			412,957
Amortization of intangibles	—			3,758			—			—			3,758
Facility closing and reorganization costs	—			55,787			—			—			55,787
Other operating (income) loss	574			—			(58,033		)	—			(57,459		)
Interest expense	131,714			11,744			7,131			—			150,589
Other (income) expense, net	(8,163		)	(44,551		)	51,050			—			(1,664		)
Income (loss) from continuing operations before income taxes and equity in loss of subsidiaries	(132,972		)	244,259			473			—			111,760
Income tax expense (benefit)	(46,699		)	94,725			39,919			—			87,945
Income (loss) before equity in earnings (loss) of subsidiaries	(86,273		)	149,534			(39,446		)	—			23,815
Equity in earnings (loss) of consolidated subsidiaries	247,355			(1,759		)	—			(245,596		)	—
Income (loss) from continuing operations	161,082			147,775			(39,446		)	(245,596		)	23,815
Income from discontinued operations, net of tax	—			—			139,279			—			139,279
Gain (loss) on sale of discontinued operations, net of tax	(2,460		)	—			407			—			(2,053		)
Net income	158,622			147,775			100,240			(245,596		)	161,041
Net loss attributable to non-controlling interest	—			—			(2,419		)	—			(2,419		)
Net income attributable to Dean Foods Company	158,622			147,775			97,821			(245,596		)	158,622
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company	2,002			(1,495		)	7,960			—			8,467
Comprehensive income attributable to Dean Foods Company	$	160,624		$	146,280		$	105,781		$	(245,596	)	$	167,089



	Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
				(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	(60,367		)	206,982			6,331			152,946
Cash flows from investing activities:
Payments for property, plant and equipment	—			(149,421		)	—			(149,421		)
Proceeds from sale of fixed assets	—			27,629			—			27,629
Net cash used in investing activities	—			(121,792		)	—			(121,792		)
Cash flows from financing activities:
Repayments of debt	—			(668		)	—			(668		)
Early retirement of debt	(23,812		)	—			—			(23,812		)
Premiums paid on early retirement of debt	(1,161		)	—			—			(1,161		)
Proceeds from senior secured revolver	2,277,297			—			—			2,277,297
Payments for senior secured revolver	(2,257,246		)	—			—			(2,257,246		)
Proceeds from receivables-backed facility	—			—			2,656,000			2,656,000
Payments for receivables-backed facility	—			—			(2,634,000		)	(2,634,000		)
Common stock repurchase	(25,000		)	—			—			(25,000		)
Cash dividend paid	(26,232		)	—			—			(26,232		)
Payment of financing costs	(1,552		)	—			(1,735		)	(3,287		)
Issuance of common stock, net of share repurchases for withholding taxes	7,861			—			—			7,861
Tax savings on share-based compensation	360			—			—			360
Net change in intercompany balances	120,800			(94,929		)	(25,871		)	—
Net cash provided by (used in) financing activities	71,315			(95,597		)	(5,606		)	(29,888		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,666		)	(1,666		)
Increase (decrease) in cash and cash equivalents	10,948			(10,407		)	(941		)	(400		)
Cash and cash equivalents, beginning of period	(12,289		)	17,433			11,618			16,762
Cash and cash equivalents, end of period	$	(1,341	)	$	7,026		$	10,677		$	16,362



	Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities — continuing operations	$	(550,566	)	$	161,706		$	58,133		$	(330,727	)
Net cash provided by operating activities — discontinued operations	—			—			14,086			14,086
Net cash provided by (used in) operating activities	(550,566		)	161,706			72,219			(316,641		)
Cash flows from investing activities:
Payments for property, plant and equipment	—			(175,163		)	—			(175,163		)
Proceeds from sale of fixed assets	—			9,940			—			9,940
Net cash used in investing activities — continuing operations	—			(165,223		)	—			(165,223		)
Net cash provided by (used in) investing activities — discontinued operations	1,441,322			—			(37,828		)	1,403,494
Net cash provided by (used in) investing activities	1,441,322			(165,223		)	(37,828		)	1,238,271
Cash flows from financing activities:
Repayments of debt	(1,027,198		)	(218		)	—			(1,027,416		)
Early retirement of debt	(400,000		)	—			—			(400,000		)
Premiums paid on early retirement of debt	(57,243		)	—			—			(57,243		)
Proceeds from senior secured revolver	1,043,700			—			—			1,043,700
Payments for senior secured revolver	(1,258,450		)	—			—			(1,258,450		)
Proceeds from receivables-backed facility	—			—			908,000			908,000
Payments for receivables-backed facility	—			—			(695,000		)	(695,000		)
Proceeds from short-term credit facility	626,750			—			—			626,750
Payments for short-term credit facility	(37,521		)	—			—			(37,521		)
Payment of financing costs	(6,197		)	—			—			(6,197		)
Issuance of common stock, net of share repurchases for withholding taxes	23,481			—			—			23,481
Tax savings on share-based compensation	1,954			—			—			1,954
Net change in intercompany balances	172,437			21,166			(193,603		)	—
Net cash provided by (used in) financing activities — continuing operations	(918,287		)	20,948			19,397			(877,942		)
Net cash used in financing activities — discontinued operations	—			—			(51,584		)	(51,584		)
Net cash provided by (used in) financing activities	(918,287		)	20,948			(32,187		)	(929,526		)
Effect of exchange rate changes on cash and cash equivalents	—			2			(1		)	1
Increase (decrease) in cash and cash equivalents	(27,531		)	17,433			2,203			(7,895		)
Cash and cash equivalents, beginning of period	15,242			—			9,415			24,657
Cash and cash equivalents, end of period	$	(12,289	)	$	17,433		$	11,618		$	16,762



	Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities — continuing operations	$	(88,002	)	$	304,686		$	(11,805	)	$	—		$	204,879
Net cash provided by operating activities — discontinued operations	—			—			277,539			—			277,539
Net cash provided by (used in) operating activities	(88,002		)	304,686			265,734			—			482,418
Cash flows from investing activities:
Payments for property, plant and equipment	(1,564		)	(122,328		)	—			—			(123,892		)
Proceeds from intercompany note	1,155,000			—			—			(1,155,000		)	—
Proceeds from insurance and other recoveries	3,075			—			—			—			3,075
Proceeds from dividend	—			—			70,000			(70,000		)	—
Proceeds from divestitures	—			58,034			—			—			58,034
Other, net	—			(253		)	—			—			(253		)
Proceeds from sale of fixed assets	—			12,962			—			—			12,962
Net cash provided by (used in) investing activities — continuing operations	1,156,511			(51,585		)	70,000			(1,225,000		)	(50,074		)
Net cash used in investing activities — discontinued operations	—			—			(124,104		)	—			(124,104		)
Net cash provided by (used in) investing activities	1,156,511			(51,585		)	(54,104		)	(1,225,000		)	(174,178		)
Cash flows from financing activities:
Repayments of debt	(1,350,263		)	(12		)	—			—			(1,350,275		)
Proceeds from senior secured revolver	2,481,800			—			—			—			2,481,800
Payments for senior secured revolver	(2,316,500		)	—			—			—			(2,316,500		)
Proceeds from receivables-backed facility	—			—			2,683,816			—			2,683,816
Payments for receivables-backed facility	—			—			(2,906,311		)	—			(2,906,311		)
Repayment of intercompany note	—			—			(1,155,000		)	1,155,000			—
Payment of intercompany dividend	—			—			(70,000		)	70,000			—
Issuance of common stock, net of share repurchases for withholding taxes	6,434			—			—			—			6,434
Tax savings on share-based compensation	571			—			—			—			571
Net change in intercompany balances	121,630			(259,797		)	138,167			—			—
Net cash used in financing activities — continuing operations	(1,056,328		)	(259,809		)	(1,309,328		)	1,225,000			(1,400,465		)
Net cash provided by financing activities — discontinued operations	—			—			1,098,002			—			1,098,002
Net cash used in financing activities	(1,056,328		)	(259,809		)	(211,326		)	1,225,000			(302,463		)
Effect of exchange rate changes on cash and cash equivalents	—			—			733			—			733
Increase (decrease) in cash and cash equivalents	12,181			(6,708		)	1,037			—			6,510
Cash and cash equivalents, beginning of period	3,061			6,708			8,378			—			18,147
Cash and cash equivalents, end of period	$	15,242		$	—		$	9,415		$	—		$	24,657