10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the Quarterly Period Ended September 30, 2005
or
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from to
Commission File Number 001-12755

Dean Foods Company

(Exact name of the registrant as specified in its charter)

Delaware	75-2559681
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

2515 McKinney Avenue, Suite 1200

Dallas, Texas 75201

(214) 303-3400

(Address, including zip code, and telephone number, including

area code, of the registrant’s principal executive offices)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [X]     No [ ]

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes [X]     No [ ]

      Indicate by check mark whether the registrant is a Shell Company (as defined in Rule 12b-2 of the Exchange Act).     Yes [ ]     No [X]

      As of November 4, 2005 the number of shares outstanding of each class of common stock was: 140,307,229

      Common Stock, par value $.01

Table of Contents

		Page
Part I — Financial Information
	Item 1 — Financial Statements		3
	Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
	Item 3 — Quantitative and Qualitative Disclosures About Market Risk		40
	Item 4 — Controls and Procedures		41
Part II — Other Information
	Item 1 — Legal Proceedings		43
	Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds		43
	Item 5 — Other Information		43
	Item 6 — Exhibits		44
Employment Agreement - Alan Bernon
Stock Unit Award Agreement - Alan Bernon
Change in Control Agreement - Alan Bernon
Proprietary Information, Inventions and Non-Compete Agreement - Alan Bernon
Employment Agreement - Joseph E. Scalzo
Change in Control Agreement - Joseph E. Scalzo
Proprietary Information, Inventions and Non-Complete Agreement - Joseph E. Scalzo
Non-Qualified Stock Option Agreement - Joseph E. Scalzo
Employment and Release Agreement - Barry Fromberg
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

-2-

Part I — Financial Information

Item 1. Financial Statements

DEAN FOODS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

			September 30,			December 31,
			2005			2004
			(unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	32,381		$	27,407
	Receivables, net			816,093			828,754
	Inventories			383,753			365,403
	Deferred income taxes			138,328			143,079
	Prepaid expenses and other current assets			61,265			72,439
		Total current assets		1,431,820			1,437,082
Property, plant and equipment				1,846,764			1,813,284
Goodwill				3,083,248			3,100,446
Identifiable intangible and other assets				672,194			672,852
Assets of discontinued operations				—			732,704
		Total	$	7,034,026		$	7,756,368
Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable and accrued expenses		$	918,245		$	869,163
	Income taxes payable			74,693			40,000
	Current portion of long-term debt			66,849			141,012
		Total current liabilities		1,059,787			1,050,175
Long-term debt				3,025,944			3,110,716
Deferred income taxes				532,390			483,540
Other long-term liabilities				288,457			322,378
Liabilities of discontinued operations				—			125,960
Commitments and contingencies (Note 10)
Stockholders’ equity:
	Preferred stock, none issued			—			—
	Common stock, 142,536,545 and 149,222,997 shares issued and outstanding, with a par value of $0.01 per share			1,425			1,492
	Additional paid-in capital			1,023,501			1,308,172
	Retained earnings			1,123,992			1,359,632
	Accumulated other comprehensive income (loss)			(21,470	)		(5,697	)
		Total stockholders’ equity		2,127,448			2,663,599
		Total	$	7,034,026		$	7,756,368

See Notes to Condensed Consolidated Financial Statements.

-3-

DEAN FOODS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share data)

			Three Months Ended					Nine Months Ended
			September 30					September 30
			2005			2004		2005			2004
			(unaudited)
Net sales			$	2,646,613		$	2,583,578	$	7,810,916		$	7,447,075
Cost of sales				1,997,188			1,977,934		5,895,088			5,689,084
Gross profit				649,425			605,644		1,915,828			1,757,991
Operating costs and expenses:
	Selling and distribution			394,701			368,049		1,161,465			1,071,041
	General and administrative			89,555			85,031		275,813			254,089
	Amortization of intangibles			1,467			1,662		4,662			3,669
	Facility closing and reorganization costs			17,993			11,590		26,821			19,295
	Other operating income			—			—		—			(122	)
		Total operating costs and expenses		503,716			466,332		1,468,761			1,347,972
Operating income				145,709			139,312		447,067			410,019
Other (income) expense:
	Interest expense			40,163			74,393		121,912			158,068
	Other (income) expense, net			(197	)		415		(536	)		(1,244	)
		Total other expense		39,966			74,808		121,376			156,824
Income from continuing operations before income taxes				105,743			64,504		325,691			253,195
Income taxes				39,335			26,678		123,918			99,218
Income from continuing operations				66,408			37,826		201,773			153,977
Gain on sale of discontinued operations, net of tax				37,766			—		37,690			—
Income (loss) from discontinued operations, net of tax				(299	)		2,366		17,257			32,528
Net income			$	103,875		$	40,192	$	256,720		$	186,505
Basic earnings per common share:
	Income from continuing operations		$	0.45		$	0.24	$	1.35		$	0.98
	Gain on sale of discontinued operations			0.25			—		0.25			—
	Income from discontinued operations			—			0.02		0.12			0.21
Net income			$	0.70		$	0.26	$	1.72		$	1.19
Diluted earnings per common share:
	Income from continuing operations		$	0.43		$	0.24	$	1.29		$	0.95
	Gain on sale of discontinued operations			0.24			—		0.24			—
	Income from discontinued operations			—			0.01		0.11			0.20
Net income			$	0.67		$	0.25	$	1.64		$	1.15
Average common shares:
	Basic			148,098,362			155,920,588		149,578,334			156,450,474
	Diluted			155,536,494			162,100,926		156,137,091			162,793,019

See Notes to Condensed Consolidated Financial Statements.

-4-

DEAN FOODS COMPANY

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

														Accumulated
								Additional						Other			Total
		Common Stock						Paid-In			Retained			Comprehensive			Stockholders’			Comprehensive
		Shares			Amount			Capital			Earnings			Income (Loss)			Equity			Income
		(unaudited)
Balance, December 31, 2004			149,222,997		$	1,492		$	1,308,172		$	1,359,632		$	(5,697	)	$	2,663,599
	Issuance of common stock		3,249,548			32			76,494			—			—			76,526
	Share dividend of TreeHouse common stock		—			—			—			(492,360	)		—			(492,360	)
	Purchase and retirement of treasury stock		(9,926,000	)		(99	)		(361,165	)		—			—			(361,264	)
	Net income		—			—			—			256,720			—			256,720		$	256,720
	Other comprehensive income (Note 7):
	Change in fair value of derivative instruments		—			—			—			—			3,255			3,255			3,255
	Amounts reclassified to income statement related to hedging activities		—			—			—			—			7,305			7,305			7,305
	Cumulative translation adjustment		—			—			—			—			(24,541	)		(24,541	)		(24,541	)
	Minimum pension liability adjustment		—			—			—			—			(1,792	)		(1,792	)		(1,792	)
Comprehensive income																				$	240,947
Balance, September 30, 2005			142,546,545		$	1,425		$	1,023,501		$	1,123,992		$	(21,470	)	$	2,127,448

See Notes to Condensed Consolidated Financial Statements.

-5-

DEAN FOODS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

				Nine Months Ended
				September 30
				2005			2004
				(unaudited)
Cash flows from operating activities:
	Net income			$	256,720		$	186,505
	Income from discontinued operations				(17,257	)		(32,528	)
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			164,978			153,598
		Loss (gain) on disposition of assets			808			(979	)
		Gain on sale of discontinued operations			(37,690	)		—
		Costs related to early extinguishment of debt			—			32,613
		Write-down of impaired assets			9,051			6,346
		Deferred income taxes			48,028			122,897
		Tax savings on equity compensation			16,895			17,548
		Other			(3,055	)		(631	)
	Changes in operating assets and liabilities, net of acquisitions:
		Receivables			14,673			(43,091	)
		Inventories			(18,458	)		(87,159	)
		Prepaid expenses and other assets			26,784			(2,214	)
		Accounts payable and accrued expenses			9,921			(61,434	)
		Income taxes payable			(8,636	)		(86,747	)
			Net cash provided by continuing operations		462,762			204,724
			Net cash provided by discontinued operations		16,978			63,195
			Net cash provided by operating activities		479,740			267,919
Cash flows from investing activities:
	Additions to property, plant and equipment				(220,955	)		(248,285	)
	Cash outflows for acquisitions and investments				(767	)		(366,990	)
	Net proceeds from divestitures				189,862			—
	Proceeds from sale of fixed assets				7,586			9,451
			Net cash used in continuing operations		(24,274	)		(605,824	)
			Net cash used in discontinued operations		(7,875	)		(16,543	)
			Net cash used in investing activities		(32,149	)		(622,367	)
Cash flows from financing activities:
	Proceeds from issuance of debt				27,488			1,731,695
	Repayment of debt				(192,521	)		(1,204,314	)
	Payment of deferred financing costs				(3,281	)		(9,309	)
	Issuance of common stock, net of expenses				59,631			62,371
	Purchase of common stock				(345,087	)		(257,343	)
			Net cash provided by (used in) continuing operations		(453,770	)		323,100
			Net cash provided by (used in) discontinued operations		11,153			(3,615	)
			Net cash provided by (used in) financing activities		(442,617	)		319,485
Increase (decrease) in cash and cash equivalents					4,974			(34,963	)
Cash and cash equivalents, beginning of period					27,407			46,037
Cash and cash equivalents, end of period				$	32,381		$	11,074

See Notes to Condensed Consolidated Financial Statements.

-6-

DEAN FOODS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2005

(unaudited)

1. General

      Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2004. In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain reclassifications have been made to conform the prior year’s Consolidated Financial Statements to the current year’s classifications. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. Our results of operations for the period ended September 30, 2005 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our 2004 Consolidated Financial Statements contained in our Annual Report on Form 10-K (filed with the Securities and Exchange Commission on March 16, 2005).

      On June 27, 2005, we completed the spin-off (“Spin-off”) of our indirect majority owned subsidiary TreeHouse Foods, Inc. (“TreeHouse”). Immediately prior to the Spin-off, we transferred to TreeHouse (1) all of the businesses previously conducted by our Specialty Foods Group segment, (2) the Mocha Mix® non-dairy coffee creamer and Second Nature® liquid egg substitute businesses previously conducted by WhiteWave Foods Company, and (3) the foodservice salad dressings businesses, previously conducted by the Dairy Group and WhiteWave Foods Company. In August 2005, we completed the sale of our Marie’s® dips and dressings and Dean’s® dips businesses to Ventura Foods. Our Condensed Financial Statements as of December 31, 2004 and for the three-month and nine-month periods ended September 30, 2004 have been reclassified to give effect to the businesses transferred to TreeHouse and the Marie’s dips and dressings and Dean’s dips businesses as discontinued operations.

      Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Dean Foods Company and its subsidiaries, taken as a whole.

      Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs and product loading and handling costs. Our Dairy Group includes costs associated with transporting finished products from our manufacturing facilities to our own distribution warehouses within cost of sales while WhiteWave Foods Company includes these costs in selling and distribution expense. Shipping and handling costs included in selling and distribution expense consist primarily of route delivery costs for both company-owned delivery routes and independent distributor routes, to the extent that such independent distributors are paid a delivery fee, and the cost of shipping products to customers through third party carriers. Shipping and handling costs recorded as a component of selling and distribution expense were approximately $305.1 million and $280.6 million in the third quarter of 2005 and 2004, respectively, and $886.1 million and $805 million during the first nine months of 2005 and 2004, respectively.

      Stock-Based Compensation — We have elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for our stock options. All options granted to date have been to employees, officers and directors. No compensation expense has been recognized as the stock options were granted at exercise prices that were at or above market value at the grant date. Compensation expense for grants of stock units is recognized over the vesting period. See Note 6 for more information about our stock option and stock unit programs. Had compensation expense been determined for stock option grants using fair value methods provided for in

-7-

SFAS No. 123, “Accounting for Stock-Based Compensation,” our pro forma net income and net income per common share would have been the amounts indicated below:

		Three Months Ended						Nine Months Ended
		September 30						September 30
		2005			2004			2005			2004
		(In thousands, except share data)
Net income, as reported		$	103,875		$	40,192		$	256,720		$	186,505
Add: Stock-based compensation expense included in net income, net of tax(1)			4,073			943			10,495			2,760
Less: Stock-based employee compensation, determined under fair value-based methods for all awards, net of income tax benefit			(8,565	)		(8,704	)		(24,736	)		(26,584	)
Pro forma net income		$	99,383		$	32,431		$	242,479		$	162,681
Net income per share:
	Basic — as reported	$	0.70		$	0.26		$	1.72		$	1.19
	Basic — pro forma		0.67			0.21			1.62			1.04
	Diluted — as reported		0.67			0.25			1.64			1.15
	Diluted — pro forma		0.64			0.20			1.55			1.00
Stock option share data:
	Stock options granted during period		64,265			51,370			2,196,317			2,228,658
	Weighted-average option fair value	$	10.28		$	8.68		$	7.78		$	8.87

(1)  Included in the three-month and nine-month periods ended September 30, 2005 is $3.4 million and $6.7 million, respectively, of compensation expense, net of tax, resulting from the acceleration of vesting on certain stock units issued in January 2003. See further discussion in Note 6.

      The fair value of each stock option grant is calculated using the Black-Scholes option-pricing model, with the following assumptions:

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2005			2004			2005			2004
Expected volatility		25	%		25	%		25	%		25	%
Expected dividend yield		0	%		0	%		0	%		0	%
Expected option term		4.5 years			5  years			4.5 years			5 years
Risk-free rate of return		3.84 to 4.16	%		3.38	%		3.63 to 4.26	%		2.98 to 3.81	%

      Recently Issued Accounting Pronouncements — The Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. (“FIN”) 47, “Accounting for Conditional Asset Retirement Obligations” in March 2005. This Interpretation clarifies the term “conditional asset retirement obligation” as used in FASB Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations”, and also clarifies when an entity should have sufficient information to reasonably estimate the fair value of an asset retirement obligation. We are currently evaluating the impact of FIN No. 47, which will become effective for us in the fourth quarter of 2005, on our Consolidated Financial Statements.

      The FASB issued SFAS No. 123(R), “Share-Based Payment” in December 2004. It will require the cost of employee compensation paid with equity instruments to be measured based on grant-date fair values. That cost will be recognized over the vesting period. SFAS No. 123(R) will become effective for us in the first quarter of 2006. We are still evaluating the impact of SFAS No. 123(R) on our Consolidated Financial Statements and have not yet determined the transition method we will apply when we adopt the statement. Refer to the section titled “Stock-Based Compensation” in this Note for an illustration of the pro-forma impact of expensing our stock options in the historical periods.

-8-

      In November 2004, the FASB issued SFAS No. 151, “Inventory Costs — an Amendment of ARB No. 43, Chapter 4.” SFAS No. 151, which is effective for inventory costs incurred during years beginning after June 15, 2005, clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material, requiring that those items be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads be based on the normal capacity of the production facilities. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

      In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal years beginning after June 15, 2005. SFAS No. 153 eliminates the rule in APB No. 29 which excluded from fair value measurement exchanges of similar productive assets. Instead SFAS No. 153 excludes from fair value measurement exchanges of nonmonetary assets that do not have commercial substance. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

2. Discontinued Operations

      Sale of Marie’s Dips and Dressings and Dean’s Dips — On August 22, 2005, we completed the sale of tangible and intangible assets related to the production and distribution of Marie’s dips and dressings and Dean’s dips to Ventura Foods. We also agreed to license the Dean trademark to Ventura Foods for use on certain non-dairy dips. The sales price was approximately $194 million. The sale of these brands is part of our strategy to focus on our core dairy and branded businesses.

      Spin-off of TreeHouse — On January 25, 2005, we formed TreeHouse. At that time, TreeHouse sold shares of common stock to certain members of a newly retained management team, who purchased approximately 1.67% of the outstanding common stock of TreeHouse, for an aggregate purchase price of $10 million. The proceeds from this transaction were distributed to us as a dividend and are reflected within stockholders’ equity in our Condensed Consolidated Balance Sheet.

      On June 27, 2005, we completed the Spin-off. Immediately prior to the Spin-off we transferred to TreeHouse (1) all of the businesses previously conducted by our Specialty Foods Group segment, (2) the Mocha Mix non-dairy coffee creamer and Second Nature liquid egg substitute businesses previously conducted by WhiteWave Foods Company, and (3) the foodservice salad dressings businesses previously conducted by the Dairy Group and WhiteWave Foods Company. The Spin-off was effected by means of a share dividend of the TreeHouse common stock held by us to our stockholders of record on June 20, 2005 (the “Record Date”). In the distribution, our stockholders received one share of TreeHouse common stock for every five shares of our common stock held by them on the Record Date.

      Prior to the Spin-off, we entered into certain agreements with TreeHouse to define our ongoing relationship. These arrangements include agreements that define our respective responsibilities for taxes, employee matters and all other liabilities and obligations related to the transferred businesses. In addition, we entered into a co-pack agreement under which we will continue to manufacture certain products for TreeHouse and TreeHouse will continue to manufacture certain products for us. Our anticipated future sales to and purchases from TreeHouse are not expected to be significant. Following the Spin-off, we have no ownership interest in TreeHouse.

      Prior to the Spin-off, we transferred the obligation, net of estimated related plan assets, for pension and other postretirement benefit plans of transferred employees and retirees to TreeHouse. During the fourth quarter of 2005, we will finalize the preliminary computations and transfer the plan assets related to such obligations.

      Our financial statements have been reclassified to give effect to the businesses transferred to TreeHouse and the Marie’s dips and dressings and Dean’s dips businesses as discontinued operations.

-9-

      Net sales and income before taxes generated by discontinued operations were as follows:

	Three Months
	Ended				Nine Months Ended
	September 30				September 30
	2005		2004		2005		2004
	(In thousands)
Net sales	$	9,093	$	188,917	$	394,882	$	584,135
Income before taxes		727		2,664		32,019		50,370

      Major classes of assets and liabilities of discontinued operations included in our balance sheet at December 31, 2004 (in thousands) were as follows:

Current assets	$	159,341
Goodwill		389,683
Other non-current assets		183,680
Current liabilities		56,253
Non-current liabilities		69,707

3. Inventories

		September 30,		December 31,
		2005		2004
		(In thousands)
Raw materials and supplies		$	160,724	$	159,365
Finished goods			223,029		206,038
	Total	$	383,753	$	365,403

4. Intangible Assets

      Changes in the carrying amount of goodwill for the nine months ended September 30, 2005 are as follows:

				WhiteWave
				Foods
	Dairy Group			Company			Other			Total
	(In thousands)
Balance at December 31, 2004	$	2,442,968		$	551,472		$	106,006		$	3,100,446
Purchase accounting adjustments		(5,175	)		(802	)		—			(5,977	)
Acquisitions		1,263			—			—			1,263
Currency changes		—			—			(12,484	)		(12,484	)
Balance at September 30, 2005	$	2,439,056		$	550,670		$	93,522		$	3,083,248

-10-

      The gross carrying amount and accumulated amortization of our intangible assets (other than goodwill) as of September 30, 2005 and December 31, 2004 are as follows:

		September 30, 2005							December 31, 2004
		Gross					Net		Gross					Net
		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
		Amount		Amortization			Amount		Amount		Amortization			Amount
		(In thousands)
Intangible assets with indefinite lives:
	Trademarks	$	534,918	$	(6,649	)	$	528,269	$	537,636	$	(6,649	)	$	530,987
Intangible assets with finite lives:
	Customer-related		87,777		(20,122	)		67,655		85,167		(14,884	)		70,283
Total		$	622,695	$	(26,771	)	$	595,924	$	622,803	$	(21,533	)	$	601,270

      Amortization expense on intangible assets for the three months ended September 30, 2005 and 2004 was $1.7 million and $2 million, respectively, and $5.3 million and $3.8 million for the nine months ended September 30, 2005 and 2004, respectively. Estimated aggregate intangible asset amortization expense for the next five years is as follows:

2006	$	7.1  million
2007		7.1 million
2008		6.9 million
2009		6.8 million
2010		6.7 million

5. Long-Term Debt

				September 30, 2005						December 31, 2004
				Amount			Interest			Amount			Interest
				Outstanding			Rate			Outstanding			Rate
				(In thousands)
Senior credit facility				$	1,955,000			4.71	%	$	2,031,100			3.72	%
Line of credit					9,100			4.56			—			—
Subsidiary debt obligations:
	Senior notes				567,645			6.625-8.15			664,696			6.625-8.15
	Receivables-backed loan				494,100			4.18			500,000			2.83
	Other lines of credit				46,100			2.88			30,750			2.64
	Capital lease obligations and other				20,848						25,182
					3,092,793						3,251,728
		Less current portion			(66,849	)					(141,012	)
			Total	$	3,025,944					$	3,110,716

      Senior Credit Facility — Our senior credit facility provides for a $1.5 billion revolving credit facility and a $1.5 billion term loan. At September 30, 2005 there were outstanding term loan borrowings of $1.5 billion under the senior credit facility, and $455 million outstanding under the revolving line of credit. Letters of credit in the aggregate amount of $103.7 million were issued but undrawn. At September 30, 2005, approximately $941.3 million was available for future borrowings under the revolving credit facility, subject to satisfaction of certain ordinary course conditions contained in the credit agreement.

      In May 2005, we amended our senior credit facility to modify the interest rate on the revolving credit facility and term loan. With the amendment, both the revolving credit facility and term loan bear interest, at our election, at the base rate plus a margin that varies from zero to 25 basis points depending on our

-11-

credit ratings (as issued by Standard & Poor’s and Moody’s), or LIBOR plus a margin that varies from 50 to 150 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s). Prior to the amendment, the base rate margin was zero to 62.5 basis points and the LIBOR margin varied from 75 to 187.5 basis points based on our credit ratings. The blended interest rate in effect on borrowings under the senior credit facility, including the applicable interest rate margin, was 4.71% at September 30, 2005. However, we had interest rate swap agreements in place that hedged $775 million of our borrowings under the senior credit facility at an average rate of 4.96%, plus the applicable interest rate margin. Interest is payable quarterly or at the end of the applicable interest period.

      Principal payments are required on the term loan as follows:

•  $56.25 million quarterly beginning on December 31, 2006 through September 30, 2008;

•  $262.5 million quarterly beginning on December 31, 2008 through June 30, 2009; and

•  A final payment of $262.5 million on the maturity date of August 13, 2009.

      No principal payments are due on the $1.5 billion revolving credit facility until maturity on August 13, 2009.

      The credit agreement also requires mandatory principal prepayments upon the occurrence of certain asset dispositions or recovery events.

      In consideration for the revolving commitment, we pay a quarterly commitment fee on unused amounts of the revolving credit facility that ranges from 12.5 to 30 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s).

      The senior credit facility contains various financial and other restrictive covenants and requires that we maintain certain financial ratios, including a leverage and interest coverage ratio. We are currently in compliance with all covenants contained in our credit agreement.

      Our credit agreement permits us to complete acquisitions that meet the following conditions without obtaining prior approval: (1) the acquired company is involved in the manufacture, processing and distribution of food or packaging products or any other line of business in which we are currently engaged, (2) the net cash purchase price is not greater than $500 million, (3) we acquire at least 51% of the acquired entity, (4) the transaction is approved by the Board of Directors or shareholders, as appropriate, of the target and (5) after giving effect to such acquisition on a pro-forma basis, we are in compliance with all financial covenants. All other acquisitions must be approved in advance by the required lenders.

      The senior credit facility also contains limitations on liens, investments and the incurrence of additional indebtedness, and prohibits certain dispositions of property and restricts certain payments, including dividends. The senior credit facility is secured by liens on substantially all of our domestic assets including the assets of our subsidiaries, but excluding the capital stock of the former Dean Foods Company’s (“Legacy Dean’s”) subsidiaries, and the real property owned by Legacy Dean and its subsidiaries.

      The credit agreement contains 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 credit agreement does not contain any default triggers based on our credit rating.

      Uncommitted Line of Credit — We entered into a $30 million uncommitted and unsecured line of credit in August 2005. Each loan is payable according to a payment grid determined on the date of the loan or on demand, but no later that August 23, 2006. The interest rate is determined for each loan at the prime rate or a fixed rate calculated by the bank for the applicable interest period. At September 30, 2005, we had outstanding borrowings of $9.1 million at an interest rate of 4.56%.

-12-

      Senior Notes — Legacy Dean had certain senior notes outstanding at the time of the acquisition. One note ($100 million face value at 6.75% interest) matured and was repaid in June 2005. The outstanding notes carry the following interest rates and maturities:

•  $250.2 million ($250 million face value), at 8.15% interest, maturing in 2007;

•  $189.6 million ($200 million face value), at 6.625% interest, maturing in 2009; and

•  $127.8 million ($150 million face value), at 6.9% interest, maturing in 2017.

      The related indentures do not contain financial covenants but they do 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.

      Receivables-Backed Facility — We have entered into a $600 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to three wholly-owned special purpose entities intended to be bankruptcy-remote. The special purpose entities then transfer the receivables to third party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these three special purpose entities are fully reflected on our balance sheet, and the securitization is treated as a borrowing for accounting purposes. During the first nine months of 2005, we made net payments of $5.9 million on this facility leaving an outstanding balance of $494.1 million at September 30, 2005. The receivables-backed facility bears interest at a variable rate based on the commercial paper yield as defined in the agreement. The average interest rate on this facility was 4.18% at September 30, 2005. Our ability to re-borrow under this facility is subject to a standard “borrowing base” formula. At September 30, 2005 this facility was fully funded.

      Other Lines of Credit — Leche Celta, our Spanish subsidiary, has certain lines of credit separate from the senior credit facility described above. At September 30, 2005, $46.1 million was outstanding under these lines of credit at an average interest rate of 2.88%.

      Capital Lease Obligations and Other — Capital lease obligations and other subsidiary debt includes various promissory notes for the purchase of property, plant and equipment and capital lease obligations. The various promissory notes payable provide for interest at varying rates and are payable in monthly installments of principal and interest until maturity, when the remaining principal balances are due. Capital lease obligations represent machinery and equipment financing obligations, which are payable in monthly installments of principal and interest and are collateralized by the related assets financed.

      Interest Rate Agreements — We have interest rate swap agreements in place that have been designated as cash flow hedges against variable interest rate exposure on a portion of our debt, with the objective of minimizing our interest rate risk and stabilizing cash flows. These swap agreements provide hedges for loans under our senior credit facility by limiting or fixing the LIBOR interest rates specified in the senior credit facility at the interest rates noted below until the indicated expiration dates of these interest rate swap agreements.

      The following table summarizes our various interest rate agreements in effect at both September 30, 2005 and December 31, 2004:

Fixed Interest Rates	Expiration Date		Notional Amounts
			(In millions)
5.20% to 6.74%		December 2005	$	400
3.65% to 6.78%		December 2006		375

      During the second quarter of 2005, we entered into additional interest rate swap agreements that become effective for us in December 2005 and expire in December 2010. These swaps have a total notional amount of $500 million and fixed interest rates of 4.07% to 4.27%.

      These swaps are required to be recorded as an asset or liability on our consolidated balance sheet at fair value, with an offset to other comprehensive income to the extent the hedge is effective. Derivative

-13-

gains and losses included in other comprehensive income are reclassified into earnings as the underlying transaction occurs. Any ineffectiveness in our hedges is recorded as an adjustment to interest expense.

      As of September 30, 2005 and December 31, 2004 our derivative asset and liability balances were:

		September 30,			December 31,
		2005			2004
		(In thousands)
Current derivative asset		$	2,177		$	—
Long-term derivative asset			684			—
	Total derivative asset	$	2,861		$	—
Current derivative liability		$	(3,382	)	$	(14,993	)
Long-term derivative liability			(393	)		(2,069	)
	Total derivative liability	$	(3,775	)	$	(17,062	)

      There was no hedge ineffectiveness for the three and nine months ended September 30, 2005, respectively. Approximately $1.9 million and $7.3 million of losses (net of tax) were reclassified to interest expense from other comprehensive income during the quarter and nine months ended September 30, 2005, respectively. We estimate that approximately $760,000 of net derivative losses (net of tax) included in other comprehensive income will be reclassified into earnings within the next 12 months. These losses will increase the interest expense recorded on our variable rate debt.

      We are exposed to market risk under these arrangements due to the possibility of interest rates on the credit facilities falling below the rates on our interest rate swap agreements. Credit risk under these arrangements is remote because the counterparties to our interest rate swap agreements are major financial institutions.

6. Stockholders’ Equity

      Stock Award Plans — The following table summarizes stock option activity during the first nine months of 2005 under our stock-based compensation programs:

					Weighted
					Average
		Options			Exercise Price
Outstanding at December 31, 2004			16,847,721		$	20.32
	Options granted during the first nine months(1)		2,196,317			27.81
	Adjustment to options outstanding at the time of the Spin-off(2)		2,002,634			18.14
	Options canceled or forfeited during the first nine months(3)		(292,977	)		28.05
	Options exercised during the first nine months		(2,566,541	)		18.24
Options outstanding at September 30, 2005			18,187,154			18.59

(1)	Employee options vest as follows: one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date. Options granted to non-employee directors vest upon grant. On June 30 of each year, each non-employee director receives an immediately vested option to purchase 7,500 shares of common stock.
(2)	The number and exercise prices of certain options outstanding at the time of the Spin-off were proportionately adjusted to maintain the aggregate fair value of the options before and after the Spin-off.
(3)	Pursuant to the terms of our stock award plans, options that are canceled or forfeited become available for future grants.

      We issued 22,192 shares of restricted stock during the first nine months of 2005 to non-employee directors as compensation for services rendered. Shares of restricted stock granted to non-employee

-14-

directors vest one-third on grant, one-third on the first anniversary of grant and one-third on the second anniversary of grant.

      In addition to stock options, we issue stock units to certain key employees and directors as part of our long-term incentive program. A stock unit represents the right to receive one share of common stock in the future. Stock units have no exercise price. Each employee’s stock unit grant vests ratably over five years, subject to certain accelerated vesting provisions based primarily on our stock price. Stock units granted to non-employee directors vest ratably over three years. The following table summarizes the status of our stock unit compensation program during the first nine months of 2005:

		Employees			Directors			Total
Stock units outstanding at December 31, 2004			950,500			50,150			1,000,650
	Stock units issued during the first nine months		417,550			25,500			443,050
	Shares issued during the first nine months upon vesting of stock units(1)		(454,567	)		(17,117	)		(471,684	)
	Adjustment to stock units outstanding at the time of the Spin-off(2)		199,335			9,241			208,576
	Stock units canceled or forfeited during the first nine months(3)		(263,898	)		—			(263,898	)
Outstanding at September 30, 2005			848,920			67,774			916,694
Weighted average fair value		$	26.98		$	32.26		$	27.31
Compensation expense for the nine months ended September 30, 2005 (in thousands)		$	13,037		$	543		$	13,580

(1)	During the second quarter of 2005, it became probable that the conditions required to accelerate the vesting of stock units granted in January 2003 would be achieved in the third quarter 2005 because our stock price had achieved the price target. Therefore, we reduced the remaining period over which we recognized the compensation expense associated with the stock units. We recognized $3.4 million and $6.7 million of compensation expense, net of tax, in the three months and nine months ended September 30, 2005, respectively, resulting from the acceleration of the vesting period.
(2)	Stock units outstanding at the time of the Spin-off were proportionately adjusted to maintain the aggregate fair value of the stock units before and after the Spin-off.
(3)	Pursuant to the terms of our plan, employees have the option of forfeiting units to cover their tax liability when shares are issued. Units that are canceled or forfeited become available for future grants.

-15-

      Earnings Per Share — Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period. The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share (“EPS”):

			Three Months Ended				Nine Months Ended
			September 30				September 30
			2005		2004		2005		2004
			(In thousands, except share data)
Basic EPS computation:
	Numerator:
		Income from continuing operations	$	66,408	$	37,826	$	201,773	$	153,977
	Denominator:
		Average common shares		148,098,362		155,920,588		149,578,334		156,450,474
		Basic EPS from continuing operations	$	0.45	$	0.24	$	1.35	$	0.98
Diluted EPS computation:
	Numerator:
		Income from continuing operations	$	66,408	$	37,826	$	201,773	$	153,977
	Denominator:
		Average common shares — basic		148,098,362		155,920,588		149,578,334		156,450,474
		Stock option conversion(1)		6,502,384		5,218,145		5,476,012		5,409,654
		Stock units		935,748		962,193		1,082,745		932,891
		Average common shares — diluted		155,536,494		162,100,926		156,137,091		162,793,019
		Diluted EPS from continuing operations	$	0.43	$	0.24	$	1.29	$	0.95

(1)  There were 24,783 and 117,412 anti-dilutive shares for the quarter and nine-months ended September 30, 2005 and 96,000 and 34,210 anti-dilutive shares for the quarter and nine months ended September 30, 2004, respectively.

      Stock Repurchases — During the first nine months of 2005 we incurred approximately $361.3 million, including commissions and fees, to repurchase 9.93 million shares of our common stock for an average price of $36.40 per share. The repurchases were funded using borrowings under our senior credit facility.

-16-

7. Comprehensive Income (Loss)

      Comprehensive income (loss) consists of net income plus all other changes in equity from non-owner sources. Consolidated comprehensive income was $106.6 million and $240.9 million for the three and nine months ended September 30, 2005, respectively. The amounts of income tax (expense) benefit allocated to each component of other comprehensive income during the nine months ended September 30, 2005 are included below.

		Pre-Tax			Tax Benefit			Net
		Income (Loss)			(Expense)			Amount
		(In thousands)
Accumulated other comprehensive income (loss), December 31, 2004		$	(33,482	)	$	27,785		$	(5,697	)
	Cumulative translation adjustment arising during period		(24,541	)		—			(24,541	)
	Net change in fair value of derivative instruments		4,908			(1,653	)		3,255
	Amounts reclassified to income statement related to hedging activities		11,239			(3,934	)		7,305
	Minimum pension liability adjustment		(2,310	)		518			(1,792	)
Accumulated other comprehensive income (loss), September 30, 2005		$	(44,186	)	$	22,716		$	(21,470	)

8. Employee Retirement and Postretirement Benefits

      Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation.

		Three Months						Nine Months
		Ended						Ended
		September 30						September 30
		2005			2004			2005			2004
		(In thousands)
Components of net period cost:
	Service cost	$	763		$	693		$	2,289		$	2,079
	Interest cost		3,952			3,973			11,856			11,919
	Expected return on plan assets		(3,358	)		(3,063	)		(10,074	)		(9,189	)
Amortizations:
	Unrecognized transition obligation		27			36			81			108
	Prior service cost		156			171			468			513
	Unrecognized net loss		413			423			1,239			1,269
	Effect of settlement		439			444			1,317			1,332
Net periodic benefit cost		$	2,392		$	2,677		$	7,176		$	8,031

      We expect to contribute $33.7 million to the pension plans during 2005.

-17-

      Postretirement Benefits — Certain of our subsidiaries provide healthcare benefits to certain retirees who are covered under specific group contracts.

		Three Months						Nine Months
		Ended						Ended
		September 30						September 30
		2005			2004			2005			2004
		(In thousands)
Components of net period cost:
	Service cost	$	229		$	211		$	687		$	633
	Interest cost		291			299			873			897
Amortizations:
	Prior service cost		(52	)		(17	)		(156	)		(51	)
	Unrecognized net loss		69			76			207			228
Net periodic benefit cost		$	537		$	569		$	1,611		$	1,707

      We expect to contribute $1.8 million to the postretirement health plans during 2005.

9. Facility Closing And Reorganization Costs

      Facility Closing and Reorganization Costs — We recorded net facility closing and reorganization costs of $18 million and $11.6 million during the third quarter of 2005 and 2004, respectively, and $26.8 million and $19.3 million during the first nine months of 2005 and 2004, respectively.

      The charges recorded during 2005 are primarily related to the following:

•  The closing of Dairy Group manufacturing facilities in Union, New Jersey and Albuquerque, New Mexico;

•  Previously announced plans including reorganizing WhiteWave Foods Company and closing Dairy Group manufacturing facilities in Madison, Wisconsin; and South Gate, California; and

•  Consolidation of certain administrative functions in the Midwest region of our Dairy Group.

      We expect to incur additional charges related to these restructuring plans of approximately $8 million, including approximately $797,000 in work force reduction costs and approximately $7.2 million in shutdown and other costs. Approximately $4.5 million and approximately $3.4 million of these additional charges are expected to be incurred by December 2005 and December 2006, respectively.

      The principal components of our continued reorganization and cost reduction efforts include the following:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions;

•  Shutdown costs, including those costs necessary to prepare abandoned facilities for closure;

•  Costs incurred after shutdown such as lease obligations or termination costs, utilities and property taxes;

•  Costs associated with the reorganization of WhiteWave Foods Company’s supply chain and distribution activities, including termination of certain contractual agreements; and

•  Write-downs of property, plant and equipment and other assets, primarily for asset impairments as a result of facilities that are no longer used in operations. The impairments relate primarily to owned buildings, land and equipment at the facilities, which are written down to their estimated fair value and held for sale. The effect of suspending depreciation on the buildings and equipment related to the closed facilities was not significant. The carrying value of closed facilities and related equipment at September 30, 2005 was approximately $15.9 million. We are marketing these assets for sale.

-18-

      We consider several factors when evaluating a potential facility closure, including, among other things, the impact of such a closure on our customers, the impact on production, distribution and overhead costs, the investment required to complete any such closure, and the impact on future investment decisions. Some facility closures are pursued to improve our operating cost structure, while others enable us to avoid unnecessary capital expenditures, allowing us to more prudently invest our capital expenditure dollars in our production facilities and better serve our customers.

      Activity for the first nine months of 2005 is summarized below:

		Accrued							Accrued
		Charges at							Charges at
		December 31,							September 30,
		2004		Charges		Payments			2005
		(In thousands)
Cash charges:
	Workforce reduction costs	$	5,175	$	12,604	$	(6,747	)	$	11,032
	Shutdown costs		—		560		(560	)		—
	Lease obligations after shutdown		74		374		(383	)		65
	Other		2		4,232		(3,219	)		1,015
Subtotal		$	5,251		17,770	$	(10,909	)	$	12,112
Noncash charges:
	Write-down of assets				9,051
Total charges				$	26,821

      Acquired Facility Closing and Other Exit Costs — As part of our purchase price allocations, we accrue costs from time to time pursuant to plans to exit certain facilities and activities of acquired businesses in order to rationalize production and reduce costs and inefficiencies. During 2004, we accrued costs to close two Dairy Group facilities acquired in 2003 and the Horizon Organic Farm and Education Center acquired in 2004, as well as to exit certain acquired contractual obligations.

      The principal components of the plans include the following:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions and offices;

•  Shutdown costs, including those costs necessary to clean and prepare abandoned facilities for closure; and

•  Costs incurred after shutdown such as lease or termination costs, utilities and property taxes after shutdown of the facility, as well as, costs to exit certain contractual obligations.

      Activity with respect to these acquisition liabilities during the first nine months of 2005 is summarized below:

	Accrued										Accrued
	Charges at										Charges at
	December 31,										September 30,
	2004		Accruals		Payments			Adjustments			2005
	(In thousands)
Workforce reduction costs	$	2,135	$	431	$	(816	)	$	(1,324	)	$	426
Shutdown and exit costs		81,766		—		(970	)		(1,583	)		79,213
Total	$	83,901	$	431	$	(1,786	)	$	(2,907	)	$	79,639

10. Commitments and Contingencies

      Contingent Obligations Related to Divested Operations — We have divested several businesses in recent years. In each case, we have retained certain known contingent obligations related to those

-19-

businesses and/or assumed an obligation to indemnify the purchasers of the businesses for certain unknown contingent liabilities, including environmental liabilities. We believe we have established adequate reserves for any potential liability related to our divested businesses. Moreover, we do not expect any liability that we may have for these retained liabilities, or any indemnification liability, to be material.

      Contingent Obligations Related to Milk Supply Arrangements — On December 21, 2001, in connection with our acquisition of the former Dean Foods Company, we purchased Dairy Farmers of America’s (“DFA”) 33.8% interest in our Dairy Group. In connection with that transaction, we entered into two agreements with DFA designed to ensure that DFA has the opportunity to continue to supply raw milk to certain of our facilities, or be paid for the loss of that business. One such agreement is a promissory note with a 20-year term that bears interest based on the consumer price index. Interest will not be paid in cash but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we ever materially breach or terminate one of our milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021, without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. The other agreement would require us to pay damages to DFA if we fail to offer DFA the right to supply milk to certain facilities that we acquired as part of the former Dean Foods after the pre-existing agreements with certain other suppliers or producers expire.

      Insurance — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverages. These deductibles range from $350,000 for medical claims to $2 million for casualty claims. We believe we have established adequate reserves to cover these claims.

      Leases and Purchase Obligations — We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Such leases, which are primarily for machinery, equipment and vehicles, have lease terms ranging from one to 20 years. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with additional rentals based on miles driven or units produced. Certain leases require us to guarantee a minimum value of the leased asset at the end of the lease. Our maximum exposure under those guarantees is not a material amount.

      We have entered into various contracts obligating us to purchase minimum quantities of raw materials used in our production processes, including organic soybeans and organic raw milk. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process.

      Litigation, Investigations and Audits — We are party from time to time to certain claims, litigation, audits and investigations. We believe that we have established adequate reserves to satisfy any probable liability we may have under all such claims, litigations, audits and investigations that are currently pending. In our opinion, the settlement of any such currently pending or threatened matter is not expected to have a material adverse impact on our financial position, results of operations or cash flows.

11. Business and Geographic Information and Major Customers

      We currently have two reportable segments: the Dairy Group and WhiteWave Foods Company.

      Our Dairy Group segment is our largest segment. It manufactures, markets and distributes a wide variety of branded and private label dairy case products, such as milk, cream, ice cream, cultured dairy products and juices, to retailers, distributors, foodservice outlets, schools and governmental entities across the United States.

      Our WhiteWave Foods Company segment manufactures, develops, markets and sells a variety of nationally branded soy, dairy and dairy-related products, such as Silk® soymilk and cultured soy products;

-20-

Horizon Organic® milk, juice and other products; International Delight® coffee creamers; and LAND O’LAKES® creamers and cultured products. WhiteWave Foods Company sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores and foodservice outlets. WhiteWave Foods Company’s operations have historically been conducted through three distinct operating units: White Wave, Inc., Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and expect the consolidation to be completed in 2006.

      The Dairy Group, which manufactures a portion of WhiteWave Foods Company’s products, transfers finished products to WhiteWave Foods Company at or near cost. A small percentage of WhiteWave Foods Company’s products (approximately $13.4 million and $12.4 million for the quarter ended September 30, 2005 and 2004, respectively and $39.5 million and $32.8 million for the nine months ended September 30, 2005 and 2004, respectively) are sold through the Dairy Group’s direct store delivery network. Those sales, together with their related costs, are included in WhiteWave Foods Company for segment reporting purposes. Fixed assets, capital expenditures and depreciation related to the Dairy Group facilities that manufacture a portion of WhiteWave Foods Company’s products are reported as part of the Dairy Group, while intangibles and any associated amortization related to WhiteWave Foods Company’s brands are reported as part of WhiteWave Foods Company.

      Our International Group, which does not qualify as a reportable segment, consists of our Leche Celta and Rachel’s Organic businesses. Leche Celta manufactures, markets and sells private label and branded milk, butter and cream through its internal sales force to retailers and distributors across Spain and Portugal. Rachel’s Organic markets and sells premium organic milk, yogurt and desserts in the United Kingdom. Effective January 1, 2005 the Rachel’s Organic business, which had historically been included with our WhiteWave Foods Company segment, was moved to our International Group. Segment results for 2004 have been restated to reflect the Rachel’s Organic business in Corporate/ Other. Net sales, income and assets of the International Group are reflected in the charts below on the Corporate/ Other lines.

      We evaluate the performance of our segments based on operating profit or loss before gains and losses on the sale of assets, facility closing and reorganization costs and foreign exchange gains and losses. Therefore, the measure of segment profit or loss presented below is before such items. The accounting policies of our segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to our 2004 Consolidated Financial Statements contained in our 2004 Annual Report on Form 10-K.

-21-

      The amounts in the following tables are obtained from reports used by our executive management team and do not include any allocated income taxes or management fees. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.

			Three Months Ended						Nine Months Ended
			September 30(1)						September 30(1)
			2005			2004			2005			2004
			(In thousands)
Net sales to external customers:
	Dairy Group		$	2,267,527		$	2,234,296		$	6,681,897		$	6,462,261
	WhiteWave Foods Company			284,860			259,920			827,157			722,962
	Corporate/ Other			94,226			89,362			301,862			261,852
		Total	$	2,646,613		$	2,583,578		$	7,810,916		$	7,447,075
Intersegment sales:
	Dairy Group		$	19,615		$	16,178		$	56,091		$	40,304
	WhiteWave Foods Company			13,548			1,667			40,834			4,626
		Total	$	33,163		$	17,845		$	96,925		$	44,930
Operating income:
	Dairy Group		$	156,223		$	149,069		$	475,804		$	442,168
	WhiteWave Foods Company			35,910			25,307			73,647			45,407
	Corporate/ Other			(28,431	)		(23,474	)		(75,563	)		(58,383	)
	Segment operating income			163,702			150,902			473,888			429,192
	Facility closing and reorganization costs			(17,993	)		(11,590	)		(26,821	)		(19,295	)
	Other operating income			—			—			—			122
		Total	$	145,709		$	139,312		$	447,067		$	410,019

			September 30,		December 31,
			2005		2004
			(In thousands)
Assets:
	Dairy Group		$	5,313,868	$	5,389,258
	WhiteWave Foods Company			1,158,380		1,086,078
	Corporate/ Other			561,778		548,328
	Discontinued operations			—		732,704
		Total	$	7,034,026	$	7,756,368

-22-

Geographic Information —

		Net Sales(1)
		Three Months Ended				Nine Months Ended
		September 30				September 30				Long-Lived Assets(1)
										September 30,		December 31,
		2005		2004		2005		2004		2005		2004
		(In thousands)								(In thousands)
United States		$	2,552,387	$	2,494,216	$	7,509,054	$	7,185,224	$	5,367,351	$	6,074,755
Europe			94,226		89,362		301,862		261,851		234,855		244,531
	Total	$	2,646,613	$	2,583,578	$	7,810,916	$	7,447,075	$	5,602,206	$	6,319,286

(1)  Balances have been reclassified to remove discontinued operations.

      Significant Customers — Our Dairy Group and WhiteWave Foods segments each had a single customer that represented greater than 10% of their sales in the first nine months of 2005. Approximately 13.8% of our consolidated sales in the first nine months of 2005 were to this same customer. In addition, our International Group had two customers that represented greater than 10% of their sales in the first nine months of 2005. These customers represented less than 1% of our consolidated sales during the first nine months of 2005.

12. Subsequent Events

      Stock Repurchase — Between October 1 and November 4, 2005 we spent approximately $88.3 million to repurchase 2.3 million shares of our common stock for an average price of $37.73 per share, excluding commissions and fees. On November 2, 2005, our Board authorized a $300 million increase in our stock repurchase program. At November 4, 2005, approximately $268.6 million remained available under our stock repurchase authorization.

-23-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

      We are a leading food and beverage company. Our Dairy Group is the largest processor and distributor of milk and various other dairy products in the United States. The Dairy Group manufactures and sells its products under a variety of local and regional brand names and under customer private labels. Our WhiteWave Foods Company segment manufactures, markets and sells a variety of well known soy, dairy and dairy-related nationally branded products including, for example: Silk® soymilk and cultured soy products; Horizon Organic® dairy products, juices and other products; International Delight® coffee creamers; and LAND O’LAKES® creamers and cultured products. We also own the fourth largest dairy processor in Spain and an organic dairy business in the United Kingdom.

      Dairy Group — Our Dairy Group segment is our largest segment, with approximately 86% of our consolidated sales in the nine months ended September 30, 2005. Our Dairy Group manufactures, markets and distributes a wide variety of branded and private label dairy case products, such as milk, cream, ice cream, cultured dairy products and juices to retailers, distributors, foodservice outlets, schools and governmental entities across the United States. The Dairy Group also manufactures a portion of the products marketed and sold by WhiteWave Foods Company. Due to the perishable nature of the Dairy Group’s products, our Dairy Group delivers the majority of its products directly to its customers’ stores in refrigerated trucks or trailers that we own or lease. This form of delivery is called a “direct store delivery” or “DSD” system and we believe we have one of the most extensive refrigerated DSD systems in the United States.

      WhiteWave Foods Company — WhiteWave Foods Company’s operations have historically been conducted through three distinct operating units: White Wave, Inc., Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and expect the consolidation to be completed in 2006. WhiteWave Foods Company manufactures, develops, markets and sells a variety of nationally-branded soy, dairy and dairy-related products, such as Silk soymilk and cultured soy products; Horizon Organic dairy products, juices and other products; International Delight coffee creamers; and LAND O’LAKES creamers and cultured products. WhiteWave Foods Company also sells Sun Soy® soymilk; The Organic Cow of Vermont® organic dairy products; White Wave® and Tofu Town® branded tofu; Hershey’s® milks and milkshakes;and Naturally Yours® sour cream. We license the LAND O’LAKES and Hershey’s names from third parties.

      International Group — Our International Group, which consists of our Leche Celta and Rachel’s Organic businesses, does not qualify as a reportable segment. Leche Celta manufactures, markets and sells private label and branded milk, butter and cream through its internal sales force to retailers and distributors across Spain and Portugal. Rachel’s Organic markets and sells premium organic milk, yogurt and desserts in the United Kingdom. Effective January 1, 2005, our Rachel’s Organic Dairy business, which has historically been part of our WhiteWave Foods Company segment’s operations, was transferred to the International Group. Our segment discussion for 2004 has been reclassified to reflect the results of Rachel’s Organic Dairy business in our Corporate/ Other segment.

Recent Developments

Sale of Marie’s® Dips and Dressings and Dean’s® Dips

      On August 22, 2005, we completed the sale of certain tangible and intangible assets related to the production and distribution of Marie’s dips and dressings and Dean’s dips. We also agreed to license the Dean trademark to Ventura Foods for use on certain non-dairy dips. The sales price was approximately $194 million. The sale of these brands is part of our strategy to focus on our core dairy and branded businesses.

-24-

Spin-Off of TreeHouse Foods, Inc.

      On June 27, 2005, we completed the spin-off (“Spin-off”) of our indirect majority owned subsidiary TreeHouse Foods, Inc. (“TreeHouse”). Immediately prior to the Spin-off, we transferred to TreeHouse (1) the businesses previously conducted by our Specialty Foods Group segment, (2) the Mocha Mix® and Second Nature® liquid egg substitute businesses previously conducted by WhiteWave Foods Company, and (3) the foodservice salad dressings businesses previously conducted by the Dairy Group and WhiteWave Foods Company. The Spin-off was effected by means of a share dividend of the TreeHouse common stock held by us to our stockholders of record on June 20, 2005 (the “Record Date”). In the distribution, our stockholders received one share of TreeHouse common stock for every five shares of our common stock held by them on the Record Date.

      Prior periods have been revised to remove the results of our former Specialty Foods Group segment and Mocha Mix, Second Nature and private label dressings businesses and the sale of our Marie’s dips and dressings and Dean’s dips businesses, which have been reclassified as discontinued operations.

Management Changes

      On August 25, 2005, we announced that we had selected Joseph E. Scalzo to serve as President of the new WhiteWave Foods. Mr. Scalzo, most recently Group President, Personal Care and Global Value Chain of the Gillette Company, joined WhiteWave Foods on October 11, 2005. As previously reported on a current report on Form 8-K, we entered into an employment agreement and certain ancillary agreements with Mr. Scalzo, age 47, all of which are filed as exhibits to this Quarterly Report on Form 10-Q.

      On September 7, 2005 we announced the succession plan for the President of our Dairy Group, Alan Bernon, currently Chief Operating Officer of the Northeast Region of our Dairy Group, will become President of our Dairy Group effective January 1, 2006. Pete Schenkel, current President of the Dairy Group, will resign from his position effective January 1, 2006. We expect Mr. Schenkel, age 70, to become Vice Chairman of our Board of Directors effective January 1, 2006, assisting in the transition of leadership of the Dairy Group through the end of 2007. As previously reported on a current report on Form 8-K, we entered into an employment agreement and certain ancillary agreements with Mr. Bernon, age 51, all of which are filed as exhibits to this Quarterly Report on Form 10-Q.

      On October 14, 2005, we announced that Barry Fromberg, Executive Vice President and Chief Financial Officer, will resign from his position on or around April 1, 2006. On November 7, we entered into a transition agreement with Mr. Fromberg, which is described in Part II, Item 5 of this Quarterly Report on Form 10-Q, and which is filed as an exhibit hereto. We are currently conducting a search for Mr. Fromberg’s successor, including both internal and external candidates.

Stock Repurchases

      Between July 1 and November 4, 2005 we spent approximately $449.4 million to repurchase 12.3 million shares of our common stock for an average price of $36.63 per share, excluding commissions and fees. On November 2, 2005 our Board authorized a $300 million increase in our stock repurchase program. At November 4, 2005, approximately $268.6 million remained available under our stock repurchase authorization.

Facility Closing and Reorganization Activities

      We recorded a total of approximately $26.8 million in facility closing and reorganization costs during the first nine months of 2005, of which $15.3 million related to the closing of a Dairy Group facility in Union, New Jersey and the remainder was primarily related to plans announced in 2004. We expect to incur additional charges related to these restructuring plans of approximately $8 million, primarily in 2005 and 2006. These charges include the following costs:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions;

-25-

•  Shutdown costs, including those costs necessary to prepare abandoned facilities for closure;

•  Costs incurred after shutdown such as lease obligations or termination costs, utilities and property taxes;

•  Costs associated with the reorganization of WhiteWave Foods Company’s supply chain and distribution activities, including termination of certain contractual agreements; and

•  Write-downs of property, plant and equipment and other assets, primarily for asset impairments as a result of facilities that are no longer used in operations. The impairments relate primarily to owned buildings, land and equipment at the facilities, which are written down to their estimated fair value and held for sale.

      See Note 9 to our Condensed Consolidated Financial Statements for more information regarding our facility closing and reorganization activities.

Results of Operations

      The following table presents certain information concerning our financial results, including information presented as a percentage of net sales.

			Three Months Ended September 30										Nine Months Ended September 30
			2005					2004					2005					2004
			Dollars		Percent			Dollars		Percent			Dollars		Percent			Dollars			Percent
			(Dollars in millions)
Net sales			$	2,646.6		100.0	%	$	2,583.6		100.0	%	$	7,810.9		100.0	%	$	7,447.1			100.0	%
Cost of sales				1,997.2		75.5			1,978.0		76.6			5,895.1		75.5			5,689.1			76.4
Gross profit				649.4		24.5			605.6		23.4			1,915.8		24.5			1,758.0			23.6
Operating costs and expenses:
	Selling and distribution			394.7		14.9			368.0		14.2			1,161.4		14.9			1,071.0			14.4
	General and administrative			89.5		3.4			85.0		3.3			275.8		3.5			254.1			3.4
	Amortization of intangibles			1.5		—			1.7		0.1			4.7		0.1			3.7			—
	Facility closing and reorganization costs			18.0		0.7			11.6		0.4			26.8		0.3			19.3			0.3
	Other operating income			—		—			—		—			—		—			(0.1	)		—
		Total operating costs and expenses		503.7		19.0			466.3		18.0			1,468.7		18.8			1,348.0			18.1
Total operating income			$	145.7		5.5	%	$	139.3		5.4	%	$	447.1		5.7	%	$	410.0			5.5	%

Quarter Ended September 30, 2005 Compared to Quarter Ended September 30, 2004 —

Consolidated Results

      Net Sales — Consolidated net sales increased to $2.65 billion during the third quarter of 2005 from $2.58 billion during the third quarter of 2004. Net sales by segment are shown in the table below.

		Quarter Ended September 30
		2005		2004		$ Increase		% Increase
		(Dollars in millions)
Dairy Group		$	2,267.5	$	2,234.3	$	33.2		1.5	%
WhiteWave Foods Company			284.9		259.9		25.0		9.6
Corporate/ Other			94.2		89.4		4.8		5.4
	Total	$	2,646.6	$	2,583.6	$	63.0		2.4	%

-26-

      The change in net sales was due to the following:

		Quarter Ended September 30, 2005 vs.
		Quarter Ended September 30, 2004
							Pricing, Volume
				Foreign			and Product		Total
		Acquisitions		Exchange			Mix Changes		Increase
		(Dollars in millions)
Dairy Group		$	12.9	$	—		$	20.3	$	33.2
WhiteWave Foods Company			—		—			25.0		25.0
Corporate/ Other			—		(0.5	)		5.3		4.8
	Total	$	12.9	$	(0.5	)	$	50.6	$	63.0

      Net sales increased by 2.4% in the third quarter of 2005 compared to the third quarter of 2004 due to higher pricing and increased volumes at WhiteWave Foods Company, combined with a decline in slotting, couponing and certain other promotional costs (required to be recorded as a reduction of sales) at WhiteWave Foods Company, and fluid dairy volume growth in our Dairy Group segment. In addition, sales increased due to the acquisition of a small dairy in late 2004 in our Dairy Group segment. These increases were partly offset by the effects of lower selling prices at the Dairy Group resulting from the pass-through of lower Class I raw skim milk costs. See “— Results by Segment” for more information on net sales.

      Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; and plant and equipment costs, including costs to operate and maintain our coolers and freezers. In addition, our Dairy Group includes costs associated with transporting finished products from our manufacturing facilities to our own distribution facilities. Our cost of sales ratio decreased to 75.5% in the third quarter of 2005 compared to 76.6% in the third quarter of 2004 primarily due to lower raw milk costs in our Dairy Group segment and the effect of higher selling prices and lower promotional costs at WhiteWave Foods Company in the third quarter of 2005.

      Operating Costs and Expenses — Our operating expenses increased approximately $37.4 million during the third quarter of 2005 as compared to the same period in the prior year. Our operating expense ratio was 19.0% in the third quarter of 2005 compared to 18.0% during the third quarter of 2004. Operating expenses increased primarily due to (1) an increase in distribution costs of $24.5 million resulting from higher fuel prices and increased sales volumes, (2) higher employee compensation costs of approximately $7.5 million, including a charge related to the accelerated vesting of certain stock units and higher incentive compensation due to improved performance, and (3) increased facility closing and reorganization costs of $6.4 million. See “— Results by Segment” for more information on operating costs.

      Operating Income — Operating income during the third quarter of 2005 was $145.7 million, an increase of $6.4 million from the third quarter of 2004 operating income of $139.3 million. Our operating margin in the third quarter of 2005 was 5.5% compared to 5.4% in the third quarter of 2004. Our operating margin increased primarily as a result of lower raw milk costs and improved results at WhiteWave Foods Company.

      Other (Income) Expense — Interest expense decreased to $40.2 million in the third quarter of 2005 from $74.4 million in the third quarter of 2004 primarily due to a charge of $32.6 million in the third quarter of 2004 to write-off deferred financing costs related to amending our senior credit facility in August 2004.

      Income Taxes — Income tax expense was recorded at an effective rate of 37.2% in the third quarter of 2005 compared to 41.4% in the prior year. In the third quarter of 2005, we recorded a change in the anticipated benefit related to net operating loss carry forwards that we had previously fully reserved. In the third quarter of 2004 our income tax rate was significantly impacted by the write-off of deferred financing

-27-

charges that were incurred in a business unit with a lower relative effective tax rate. Our tax rate varies as the mix of earnings contributed by our various business units changes.

Quarter Ended September 30, 2005 Compared to Quarter Ended September 30, 2004 — Results by Segment

Dairy Group —

      The key performance indicators of our Dairy Group are sales volumes, gross profit and operating income.

	Quarter Ended September 30
	2005					2004
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	2,267.5		100.0	%	$	2,234.3		100.0	%
Cost of sales		1,738.6		76.7			1,726.7		77.3
Gross profit		528.9		23.3			507.6		22.7
Operating costs and expenses		372.7		16.4			358.5		16.0
Total segment operating income	$	156.2		6.9	%	$	149.1		6.7	%

      The Dairy Group’s net sales increased approximately $33.2 million, or 1.5%, in the third quarter of 2005 versus the third quarter of 2004. The change in net sales from the third quarter of 2004 to the third quarter of 2005 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2004 Net sales		$	2,234.3
	Acquisitions		12.9			0.6	%
	Volume		75.3			3.4
	Pricing and product mix		(55.0	)		(2.5	)
2005 Net sales		$	2,267.5			1.5	%

      The Dairy Group’s net sales increased primarily due to a 3.4% increase in sales volume in the third quarter of 2005. We believe the increase in volumes is a result of the superior value and service that we are able to offer our customers as the largest dairy processor in the nation. The Dairy Group’s net sales also increased $12.9 million due to the acquisition of a small dairy in late 2004.

      These sales increases were partly offset by price decreases due to lower raw milk costs, the primary raw material used by our Dairy Group. In general, we change the prices that we charge our customers for fluid dairy products on a monthly basis, as the costs of our raw materials fluctuate. Class I raw skim milk prices were approximately 7% lower in the third quarter of 2005 compared to the third quarter of 2004. The following table sets forth the average monthly Class I “mover” and average monthly Class II minimum prices for raw skim milk and butterfat for the third quarter of 2005 compared to the third quarter of 2004:

	Quarter Ended September 30*
	2005			2004			% Change
Class I raw skim milk mover(3)	$	8.24	(1)	$	8.82	(1)		(7	)%
Class I butterfat mover(3)		1.73	(2)		2.00	(2)		(14	)
Class II raw skim milk minimum(4)		7.85	(1)		7.07	(1)		11
Class II butterfat minimum(4)		1.84	(2)		1.93	(2)		(5	)

-28-

* The prices noted in this table are not the prices that we actually pay. The federal order minimum prices at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover prices plus a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and vendor. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our Annual Report on Form 10-K for 2004, and “— Known Trends and Uncertainties — Prices of Raw Materials, Cream and Other Inputs” in this Quarterly Report for a more complete description of raw milk pricing.

(1)	Prices are per hundredweight.
(2)	Prices are per pound.
(3)	We process Class I raw skim milk and butterfat into fluid milk products.
(4)	We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

      Sales increases due to volume gains were also offset to some extent by the effects of Hurricane Katrina and Hurricane Rita. Our plant in New Orleans, Louisiana has been closed since immediately prior to Hurricane Katrina, and our Houston, Texas plant was closed for approximately three days around Hurricane Rita. Since Hurricane Katrina, there has been a national shortage of resin due to the impact of the hurricanes on facilities in the Gulf Coast area that produce petroleum and petroleum-based products. We ceased production of juice and water nationwide during part of September in an effort to conserve resin, the primary component used in our plastic packaging.

      The Dairy Group’s cost of sales ratio was 76.7% in the third quarter of 2005 compared to 77.3% in the third quarter of 2004, primarily due to the effect of increased volumes and the decrease in raw milk costs compared to the prior year. This decrease was partly offset by higher resin costs of approximately $3 million during the third quarter of 2005 compared to the third quarter of 2004 and certain operating inefficiencies resulting from the disruption to our manufacturing operations caused by recent hurricanes, such as costs of operating incremental shifts at regional facilities surrounding the New Orleans area to compensate for our temporarily closed facility.

      The Dairy Group’s operating expense ratio increased to 16.4% in the third quarter of 2005 compared to 16.0% in the third quarter of 2004. Operating expenses increased $14.2 million to $372.7 million during the third quarter of 2005 compared to $358.5 million in the third quarter of 2004, primarily due to a $14.8 million increase in distribution costs. Distribution costs increased as a result of higher fuel prices of approximately $10 million and the impact of transporting products from other regional facilities to certain customers previously served by our facility in New Orleans.

WhiteWave Foods Company —

      The key performance indicators of WhiteWave Foods Company are sales dollars, gross profit and operating income.

	Quarter Ended September 30
	2005					2004
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	284.9		100.0	%	$	259.9		100.0	%
Cost of sales		177.3		62.2			171.2		65.9
Gross profit		107.6		37.8			88.7		34.1
Operating costs and expenses		71.7		25.2			63.4		24.4
Total segment operating income	$	35.9		12.6	%	$	25.3		9.7	%

-29-

      WhiteWave Foods Company’s net sales increased by $25 million, or 9.6%, in the third quarter of 2005 versus the third quarter of 2004. The change in net sales from the third quarter of 2004 to the third quarter of 2005 was due to the following:

		Dollars		Percent
		(Dollars in millions)
2004 Net sales		$	259.9
	Volume		5.4		2.1	%
	Pricing and product mix		19.6		7.5
2005 Net sales		$	284.9		9.6	%

      The increase in net sales was primarily due to increased pricing of our branded products in response to increased commodity costs and a decline in slotting fees, couponing and certain other promotional costs that are required to be recorded as reductions of sales. In addition, volumes increased 2.1%. Double digit volume growth noted in our Silk and Horizon Organic brands during the third quarter of 2005 was offset by relatively slower growth in International Delight and rationalization of produce offerings.

      The cost of sales ratio for WhiteWave Foods Company decreased to 62.2% in the third quarter of 2005 from 65.9% in the third quarter of 2004 primarily due to increased operational efficiencies and supply chain integration, as a result of the consolidation of the legacy operating companies. Cost of goods sold dollars increased $6.1 million primarily due to higher commodity costs, particularly raw organic milk and soybeans.

      The operating expense ratio increased to 25.2% in the third quarter of 2005 compared to 24.4% in the third quarter of 2004. Operating expenses increased approximately $8.3 million in the third quarter of 2005 compared to the same period in the prior year primarily due to higher distribution costs. Distribution costs increased $9 million primarily due to higher fuel costs and increased volumes.

Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004 — Consolidated Results

      Net Sales — Consolidated net sales increased approximately 4.9% to $7.81 billion during the first nine months of 2005 from $7.45 billion during the first nine months of 2004. Net sales by segment are shown in the table below.

		Nine Months Ended September 30
		2005		2004		$ Increase		% Increase
		(Dollars in millions)
Dairy Group		$	6,681.9	$	6,462.3	$	219.6		3.4	%
WhiteWave Foods Company			827.1		722.9		104.2		14.4
Corporate/ Other			301.9		261.9		40.0		15.3
	Total	$	7,810.9	$	7,447.1	$	363.8		4.9	%

      The change in net sales was due to the following:

		Nine Months Ended September 30, 2005 vs.
		Nine Months Ended September 30, 2004
						Pricing, Volume
				Foreign		and Product		Total
		Acquisitions		Exchange		Mix Changes		Increase
		(Dollars in millions)
Dairy Group		$	35.4	$	—	$	184.2	$	219.6
WhiteWave Foods Company			9.2		—		95.0		104.2
Corporate/ Other			14.5		8.5		17.0		40.0
	Total	$	59.1	$	8.5	$	296.2	$	363.8

-30-

      Net sales increased approximately $363.8 million during the first nine months of 2005 compared to the same period in the prior year primarily due to increased volumes and the pass-through of increased commodity and production costs in the first nine months of 2005. In addition, we benefited from the acquisitions of a small dairy in our Dairy Group segment; LAND O’LAKES East in our WhiteWave Foods Company segment; and Tiger Foods in our Corporate/ Other segment. See “— Results by Segment” for more information on net sales.

      Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; and plant and equipment costs, including costs to operate and maintain our coolers and freezers. In addition, our Dairy Group includes costs associated with transporting finished products from our manufacturing facilities to our own distribution facilities. Our cost of sales ratio decreased to 75.5% in the first nine months of 2005 compared to 76.4% in the first nine months of 2004 due to the impact of higher volumes and the impact of the efficiencies gained through our facility rationalization activities.

      Operating Costs and Expenses — Our operating expenses increased $120.7 million during the first nine months of 2005 as compared to the same period in the prior year. Our operating expense ratio was 18.8% in the first nine months of 2005 compared to 18.1% during the first nine months of 2004. Operating expenses increased primarily due to (1) an increase in distribution costs of $81.1 million related to higher fuel costs and increased sales volumes, (2) increased employee compensation costs of approximately $23.2 million, including a charge related to the accelerated vesting of certain stock units and increased incentive compensation due to improved performance and (3) increased facility closing costs of $7.5 million. See “— Results by Segment” for more information on operating costs.

      Operating Income — Our operating margin in the first nine months of 2005 was 5.7% compared to 5.5% in the first nine months of 2004. Operating income during the first nine months of 2005 was $447.1 million, an increase of $37.1 million from the first nine months of 2004 operating income of $410 million. Operating income increased primarily due to higher sales volumes and the pass-through of higher raw material costs. See “— Results by Segment” for more information.

      Other (Income) Expense — Interest expense decreased to $121.9 million in the first nine months of 2005 from $158.1 million in the first nine months of 2004 primarily due to a charge of $32.6 million in the third quarter of 2004 to write-off deferred financing costs related to amending our senior credit facility in August 2004.

      Income Taxes — Income tax expense was recorded at an effective rate of 38% in the first nine months of 2005 and 39.2% in the first nine months of 2004 due to a change in the anticipated benefit related to net operating loss credits that were previously fully reserved. Our tax rate varies as the mix of earnings contributed by our various business units changes.

-31-

Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004 — Results by Segment

Dairy Group —

      The key performance indicators of our Dairy Group are sales volumes, gross profit and operating income.

	Nine Months Ended September 30
	2005					2004
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	6,681.9		100.0	%	$	6,462.3		100.0	%
Cost of sales		5,105.9		76.4			4,975.6		77.0
Gross profit		1,576.0		23.6			1,486.7		23.0
Operating costs and expenses		1,100.2		16.5			1,044.5		16.2
Total segment operating income	$	475.8		7.1	%	$	442.2		6.8	%

      The Dairy Group’s net sales increased by approximately $219.6 million, or 3.4%, in the first nine months of 2005 versus the first nine months of 2004. The change in net sales from the first nine months of 2004 to the first nine months of 2005 was due to the following:

		Dollars		Percent
		(Dollars in millions)
2004 Net sales		$	6,462.3
	Acquisitions		35.4		0.5	%
	Volume		134.6		2.1
	Pricing and product mix		49.6		0.8
2005 Net sales		$	6,681.9		3.4	%

      The Dairy Group’s sales volumes increased by 2.1% during the first nine months of 2005 compared to the first nine months of 2004. Fluid milk volumes (which represented approximately 68% of the Dairy Group’s sales volume during the first nine months of 2005) increased approximately 3% during the first nine months of 2005 compared to the same period in the prior year. We believe the increase in volumes is a result of the superior value and service that we are able to offer our customers as the largest dairy processor in the nation. The Dairy Group’s net sales also increased $35.4 million due to the acquisition of a small dairy in late 2004.

      In addition, the Dairy Group’s net sales increased due to increased pricing and product mix changes. In general, we change the prices that we charge our customers for fluid dairy products on a monthly basis, as the costs of our raw materials fluctuate. For the nine month period, the Class I raw milk mover was 2% higher in 2005 than in 2004. In addition, our selling prices increased slightly due to the pass through of increases in fuel and resin costs during the first nine months of 2005.

	Nine Months Ended
	September 30*
	2005			2004			% Change
Class I raw skim milk mover(3)	$	8.67	(1)	$	8.54	(1)		2	%
Class I butterfat mover(3)		1.75	(2)		1.97	(2)		(11	)
Class II raw skim milk minimum(4)		7.60	(1)		6.83	(1)		11
Class II butterfat minimum(4)		1.74	(2)		2.08	(2)		(16	)

* The prices noted in this table are not the prices that we actually pay. The federal order minimum prices at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover prices plus a location differential. Class II prices noted in the table are federal minimum

-32-

prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and vendor. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our Annual Report on Form 10-K for 2004, and “— Known Trends and Uncertainties — Prices of Raw Materials and Other Inputs” in this Quarterly Report for a more complete description of raw milk pricing.

(1)	Prices are per hundredweight.
(2)	Prices are per pound.
(3)	We process Class I raw skim milk and butterfat into fluid milk products.
(4)	We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

      The Dairy Group’s cost of sales ratio decreased to 76.4% in the first nine months of 2005 compared to 77% in the first nine months of 2004 primarily due to the impact of higher volumes and the impact of efficiencies gained through our facility rationalization activities. Cost of sales dollars increased $130.3 million primarily due to an increase in volumes and other production costs, including higher raw milk costs and increased resin costs, which negatively impacted cost of goods sold by approximately $24 million. Resin is the primary component used in our plastic bottles.

      The Dairy Group’s operating expense ratio increased to 16.5% in the first nine months of 2005 from 16.2% in the first nine months of 2004. Operating expense dollars increased approximately $55.7 million during the first nine months of 2005 compared to the first nine months of 2004, primarily due to an increase in distribution costs. Total distribution costs increased $45.8 million primarily as a result of (1) higher fuel prices which impacted distribution costs by approximately $22 million, (2) increased deliveries in our DSD system due to the addition of certain customers and (3) the integration of several distributors that were acquired in late 2004 and early 2005.

WhiteWave Foods Company —

      The key performance indicators of WhiteWave Foods Company are sales dollars, gross profit and operating income.

	Nine Months Ended September 30
	2005					2004
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	827.1		100.0	%	$	722.9		100.0	%
Cost of sales		533.4		64.5			488.7		67.6
Gross profit		293.7		35.5			234.2		32.4
Operating costs and expenses		220.1		26.6			188.8		26.1
Total segment operating income	$	73.6		8.9	%	$	45.4		6.3	%

      WhiteWave Foods Company’s net sales increased by $104.2 million, or 14.4%, in the first nine months of 2005 versus the first nine months of 2004. The change in net sales from the first nine months of 2004 to the first nine months of 2005 was due to the following:

		Dollars		Percent
		(Dollars in millions)
2004 Net sales		$	722.9
	Acquisitions		9.2		1.3	%
	Volume		45.8		6.3
	Pricing and product mix		49.2		6.8
2005 Net sales		$	827.1		14.4	%

-33-

      The increase in net sales was due to increased prices in response to higher raw material and distribution costs and to increased volumes related to the growth of our brands, particularly Silk and Horizon Organic.

      The cost of sales ratio for WhiteWave Foods Company decreased to 64.5% in the first nine months of 2005 from 67.6% in the first nine months of 2004, primarily due to the effect of increased volumes and to operational efficiencies resulting from the consolidation of the legacy operating companies. Cost of goods sold dollars increased $44.7 million primarily due to increased volumes and higher raw organic milk and soybean costs.

      The operating expense ratio increased to 26.6% in the first nine months of 2005 from 26.1% in the first nine months of 2004. Operating expenses increased approximately $31.3 million in the first nine months of 2005 compared to the same period in the prior year due to higher distribution costs. Distribution costs were primarily impacted by increased volumes and higher fuel costs.

Liquidity and Capital Resources

Historical Cash Flow

      During the first nine months of 2005, we met our working capital needs with cash flow from operations.

      Net cash provided by operating activities from continuing operations was $462.8 million for the first nine months of 2005 as contrasted to $204.7 million for the same period in 2004, an increase of $258.1 million. Net cash provided by operating activities was primarily impacted by changes in operating assets and liabilities, which improved by $304.9 million in the first nine months of 2005 compared to the first nine months of the prior year. The improvement in working capital reflects the benefit of lower raw milk costs during the first nine months of 2005 compared to a more volatile environment in the first nine months of 2004.

      Net cash used in investing activities from continuing operations was $24.3 million in the first nine months of 2005 compared to $605.8 million in the first nine months of 2004, a decrease of $581.5 million. We used approximately $767,000 for acquisitions in the first nine months of 2005 compared to $367 million in the first nine months of 2004. We received cash proceeds from the sale of operations of $189.9 million during the first nine months of 2005. Our capital expenditures totaled $221 million in the first nine months of 2005 compared to $248.3 in the first nine months of 2004.

      We repaid a net amount of $165 million of debt in the first nine months of 2005.

Current Debt Obligations

      At September 30, 2005, we had outstanding borrowings of $1.96 billion under our senior credit facility (compared to $2.03 billion at December 31, 2004), including $1.5 billion in term loan borrowings, and $455 million outstanding under the revolving credit facility. In addition, at September 30, 2005, there were $103.7 million of letters of credit under the revolver that were issued but undrawn. We are currently, and have always been, in compliance with all covenants contained in our credit agreement.

      In addition to our senior credit facility, we also have a $600 million receivables-backed credit facility, which had $494.1 million outstanding at September 30, 2005 (compared to $500 million at December 31, 2004) and $9.1 million under our uncommitted and unsecured line of credit.

      Other indebtedness outstanding at September 30, 2005 included $600 million face value of outstanding indebtedness under senior notes issued by a subsidiary, $46.1 million under lines of credit at our Spanish subsidiary and approximately $20.8 million of capital lease and other obligations.

      See Note 5 to our Condensed Consolidated Financial Statements.

-34-

      The table below summarizes our obligations for indebtedness and purchase and lease obligations at September 30, 2005.

		Payments Due by Period
Indebtedness, Purchase &				10/1/05-		10/1/06-		10/1/07-		10/1/08-		10/1/09-
Lease Obligations		Total		9/30/06		9/30/07		9/30/08		9/30/09		9/30/10		Thereafter
		(In millions)
Senior credit facility		$	1,955.0	$	—	$	225.0	$	225.0	$	1,505.0	$	—	$	—
Line of credit			9.1		9.1		—		—		—		—		—
Senior notes(1)			600.0		—		250.0		—		200.0		—		150.0
Receivables-backed facility			494.1		—		—		494.1		—		—		—
Foreign line of credit			46.1		45.3		0.5		0.3		—		—		—
Capital lease obligations and other			20.8		12.5		2.5		2.2		1.9		0.9		0.8
Purchasing obligations(2)			323.5		185.0		52.2		30.4		16.2		9.7		30.0
Operating leases			446.2		92.8		81.2		70.5		61.4		50.0		90.3
Interest payments(3)			248.4		74.0		47.9		23.6		19.2		10.4		73.3
	Total	$	4,143.2	$	418.7	$	659.3	$	846.1	$	1,803.7	$	71.0	$	344.4

(1)	Represents face value.
(2)	Primarily represents commitments to purchase minimum quantities of raw materials used in our production processes, including organic soybeans and organic raw milk. We enter into these contracts from time to time in an effort to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process.
(3)	Only includes our fixed rate interest obligations, which consist of our senior notes and our interest rate swap agreements.

Other Long-Term Liabilities

      We offer pension benefits through various defined benefit pension plans and also offer certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees. Reported costs of providing non-contributory defined pension benefits and other postretirement benefits are dependent upon numerous factors, assumptions and estimates.

      For example, these costs are impacted by actual employee demographics (including age, compensation levels and employment periods), the level of contributions made to the plan and earnings on plan assets. Our pension plan assets are primarily made up of equity and fixed income investments. Changes made to the provisions of the plan may impact current and future pension costs. Fluctuations in actual equity market returns, as well as changes in general interest rates may result in increased or decreased pension costs in future periods. Pension costs may be significantly affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in determining the projected benefit obligation and pension costs.

      We expect to contribute approximately $33.7 million to the pension plans and approximately $1.8 million to the postretirement health plans in 2005.

Other Commitments and Contingencies

      On December 21, 2001, in connection with our acquisition of Legacy Dean, we issued a contingent, subordinated promissory note to Dairy Farmers of America (“DFA”) in the original principal amount of $40 million. DFA is our primary supplier of raw milk, and the promissory note is designed to ensure that DFA has the opportunity to continue to supply raw milk to certain of our facilities until 2021, or be paid for the loss of that business. The promissory note has a 20-year term and bears interest based on the consumer price index. Interest will not be paid in cash, but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we ever materially breach or

-35-

terminate one of our milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire at the end of 20 years, without any obligation to pay any portion of the principal or interest. Payments we make under this note, if any, will be expensed as incurred.

      We also have the following commitments and contingent liabilities, in addition to contingent liabilities related to ordinary course litigation, investigations and audits:

•  certain indemnification obligations related to businesses that we have divested;

•  certain lease obligations, which require us to guarantee the minimum value of the leased asset at the end of the lease; and

•  selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses.

      See Note 10 to our Condensed Consolidated Financial Statements for more information about our commitments and contingent obligations.

Future Capital Requirements

      During 2005, we intend to invest a total of approximately $325 million, for capital expenditures, primarily for our existing manufacturing facilities and distribution capabilities. Through the first nine months of 2005 we have spent $221 million. We expect to spend approximately $260 million in capital expenditures in 2006. The lower amount reflects the completion of several major capital projects in 2005. We intend to fund these expenditures using cash flow from operations.

      In 2005, we expect cash interest to be approximately $160 million based on current debt levels and cash taxes to be approximately $200 million, including approximately $60 million in taxes related to the sale of Marie’s dips and dressings and Dean’s dips. We expect that cash flow from operations will be sufficient to meet our requirements for our existing businesses for the foreseeable future.

      In the future, we expect to make additional repurchases of our securities. We base our decision regarding when to repurchase shares on a variety of factors, including primarily an analysis of the optimal use of capital, taking into account the market value of our securities and the relative expected return on alternative investments. We expect to fund these repurchases with borrowings under our senior credit facility.

      As of November 4, 2005, approximately $916.3 million was available for future borrowings under our senior credit facility.

Known Trends and Uncertainties

Prices of Raw Materials and Other Inputs

      Dairy Group — The primary raw material used in our Dairy Group is raw milk (which contains both raw skim milk and butterfat). The federal government and certain state governments set minimum prices for raw milk, and those prices change on a monthly basis. The regulated minimum prices differ based on how the raw milk is utilized. Raw milk processed into fluid milk is priced at the Class I price, and raw milk processed into products such as cottage cheese, creams and creamers, ice cream and sour cream is priced at the Class II price. Generally, we pay the federal minimum prices for raw milk, plus certain producer premiums (or “over-order” premiums) and location differentials. We also incur other raw milk procurement costs in some locations (such as hauling, field personnel, etc.). A change in the federal minimum price does not necessarily mean an identical change in our total raw milk costs, as over-order premiums may increase or decrease. This relationship is different in every region of the country, and sometimes within a region based on supplier arrangements. However, in general, the overall change in our raw milk costs can be linked to the change in federal minimum prices. Because our Class II products typically have a higher fat content than that contained in raw milk, we also purchase bulk cream for use in

-36-

some of our Class II products. Bulk cream is typically purchased based on a multiple of the AA butter price on the Chicago Mercantile Exchange.

      Another significant raw material used by our Dairy Group is resin, which is used to make plastic bottles. Resin is a petroleum-based product and the price of resin generally has increased recently due to increases in crude oil prices. Finally, our Dairy Group purchases approximately four million gallons of diesel fuel per month to operate our extensive direct store delivery system. In general, our Dairy Group changes the prices that it charges for Class I dairy products on a monthly basis, as the costs of raw milk, packaging, fuel and other materials fluctuate. Prices for some Class II products are also changed monthly while others are changed from time to time as circumstances warrant. However, there can be a lag between the time of a raw material cost increase or decrease and the effectiveness of a corresponding price change to our customers, especially in the case of Class II butterfat because Class II butterfat prices for each month are not announced by the government until after the end of that month. Also, in some cases we are competitively or contractually constrained with the means and timing of implementing price changes. These factors can cause volatility in our earnings. Our sales and operating profit margin fluctuate with the price of our raw materials and other inputs.

      In 2004, our Dairy Group was adversely affected by extreme volatility in the prices of raw skim milk, butterfat and cream. In 2005, prices have been more stable. We expect raw milk, butterfat and cream prices to decrease slightly over the next two quarters. However, raw milk, butterfat and cream prices are difficult to predict and we change our forecasts frequently based on current market activity.

      Due to the disruption in production caused by Hurricanes Katrina and Rita, the prices of resin and fuel have increased dramatically and resin supplies have been insufficient to meet demand. We are undertaking all reasonable measures in an attempt to secure an adequate resin supply; however, there can be no assurance that we will be successful in our attempts. Although there can be no assurance, we expect the resin shortage to be resolved by early 2006. We expect prices of both resin and diesel fuel to remain high.

      WhiteWave Foods Company — A significant raw material used to manufacture products sold by WhiteWave Foods Company is organic soybeans. We have entered into supply agreements for organic soybeans, which we believe will meet our needs for 2005 and 2006. Generally, these agreements provide for pricing at fixed levels. However, should our need for organic soybeans exceed the quantity that we have under contract, or if the suppliers do not perform under the contracts, we may have difficulty obtaining sufficient supply, and the price we would be required to pay would likely be significantly higher. The increase in soymilk consumption combined with the increased demand for organic cattle feed has put pressure on the supply of organic soybeans and there is significant upward pressure on organic soybean prices. We believe prices for organic soybeans will remain high as the pressure on supply continues.

      Another significant raw material used in our organic products is organic raw milk. Organic raw milk is not readily available and the growth of our organic dairy business depends on us being able to procure sufficient quantities of organic raw milk in time to meet our needs. We obtain our supply of organic raw milk by entering into one to two year agreements with farmers pursuant to which the farmers agree to sell us specified quantities of organic raw milk for fixed prices for the duration of the agreement. At times in 2005, including now, the industry-wide demand for organic raw milk has exceeded supply, resulting in our inability to fully meet customer demand. During the first and fourth quarters of 2005 we have been forced to put our customers on allocation due to limited supply of raw organic milk. We expect these supply issues to continue through the first quarter of 2006. Our ability to grow organic milk sales will be constrained by the availability of organic raw milk supplies. Also, as our contracts with farmers expire, we are generally required to agree to higher prices to renew as a result of increased competition for organic raw milk supply. The increase in the demand for organic milk combined with competitive activity and a limited supply has put significant upward pressure on organic raw milk costs. For competitive reasons, WhiteWave Foods Company is not able to pass along price increases to customers as quickly as the Dairy Group.

-37-

Competitive Environment

      There has been significant consolidation in the retail grocery industry in recent years, and this trend is continuing. As our customer base consolidates, we expect competition to intensify as we compete for the business of fewer customers. There can be no assurance that we will be able to keep our existing customers, or gain new customers. There are several large regional grocery chains that have captive dairy operations. As the consolidation of the grocery industry continues, we could lose sales if any one or more of our existing customers were to be sold to a chain with captive dairy operations.

      Many of our retail customers have become increasingly price sensitive in the current intensely competitive environment. Over the past few years, we have been subject to a number of competitive bidding situations in our Dairy Group segment, which reduced our profitability on sales to several customers. We expect this trend to continue. In bidding situations we are subject to the risk of losing certain customers altogether. The loss of any of our largest customers could have a material adverse impact on our financial results. We do not have contracts with many of our largest customers, and most of the contracts that we do have are generally terminable at will by the customer.

      Both the difficult economic environment and the increased competitive environment at the retail level have caused competition to become increasingly intense at the processor level. We expect this trend to continue for the foreseeable future.

Tax Rate

      In the first nine months of 2005 and 2004 our tax rate on continuing operations was 38% and 39.2%, respectively. We estimate the effective tax for 2005 will be in the range of 38% to 38.5%. Changes in the relative profitability of our operating segments, as well as recent and proposed changes to federal and state tax codes may cause the rate to change from historical rates.

      See “— Risk Factors” for a description of various other risks and uncertainties concerning our business.

Risk Factors

      This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Statements that are not historical in nature are forward-looking statements about our future that are not statements of historical fact. Most of these statements are found in this report under the following subheadings: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk.” In some cases, you can identify these statements by terminology such as “may,” “should,” “could,” “expects,” “seek to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions, and in evaluating those statements, you should carefully consider the information above, including in “— Known Trends and Uncertainties,” as well as the risks outlined below. Actual performance or results may differ materially and adversely.

Reorganization of Our WhiteWave Foods Company Segment Could Temporarily Adversely Affect the Performance of the Segment

      In the third quarter of 2004, we began the process of consolidating the operations of the three operating units that comprise our WhiteWave Foods Company segment into a single business. We have substantially completed the consolidation of the sales, marketing and research and development organization for the three companies. We expect to move to a new headquarters located in Broomfield, Colorado in the fourth quarter of 2005. However, the full integration of these businesses will be a lengthy process involving all aspects of the three company’s operations, including purchasing, manufacturing, distribution and administration, and will include the selection and implementation of a new information technology platform. As part of our overall reorganization of WhiteWave Foods Company into a unified

-38-

branded consumer packaged goods company, we are also in the process of bringing in-house certain manufacturing activities that are currently being performed by third parties. We expect the consolidation to be completed in 2006. This process presents a number of challenges and requires a significant amount of management’s attention. Our failure to successfully manage this process could cause us to incur unexpected costs or to lose customers or sales, which could have a material adverse effect on our financial results.

Recent Successes of Our Products Could Attract Increased Competitive Activity, Which Could Impede Our Growth Rate and Cost Us Sales and, in the Case of Organic Products, Put Pressure on the Availability of Raw Materials

      Our Silk soymilk and Horizon Organic organic food and beverage products have leading market shares in their categories and have benefited in many cases from being the first to introduce products in their categories. As soy and organic products continue to gain in popularity with consumers, we expect our products in these categories to continue to attract competitors. Many large food and beverage companies have substantially more resources than we do and they may be able to market their soy and organic products more successfully than us, which could cause our growth rate in these categories to be slower than our forecast and could cause us to lose sales. The increase in popularity of soy and organic milks is also attracting private label competitors who sell their products at a lower price. The success of private label brands could adversely affect our sales and profitability. Finally, there is a limited supply of organic raw materials in the United States, especially organic soybeans and organic raw milk. New entrants into our markets can reduce available supply and drive up costs. Even without new entrants, our own rapid growth can put pressure on the availability and price of organic raw materials.

      Our International Delight coffee creamer competes intensely with Nestlé CoffeeMate business, and our Hershey’s milks and milkshakes compete intensely with Nestlé Nesquik. Nestle has significantly greater resources than we do, which allows them to promote their products more aggressively. Our failure to successfully compete with Nestle could have a material adverse effect on the sales and profitability of our International Delight and/or our Hershey’s businesses.

Loss of Rights to Any of Our Licensed Brands Could Adversely Affect Our Sales and Profits

      We sell certain of our products under licensed brand names such as Borden®, Hershey’s, LAND O’LAKES, Pet® and others. In some cases, we have invested significant capital in product development and marketing and advertising related to these licensed brands. Should our rights to manufacture and sell products under any of these names be terminated for any reason, our financial performance and results of operations could be materially and adversely affected.

We Have Substantial Debt and Other Financial Obligations and We May Incur Even More Debt

      We have substantial debt and other financial obligations and significant unused borrowing capacity. See “— Liquidity and Capital Resources.”

      We have pledged substantially all of our assets (including the assets of our subsidiaries) to secure our indebtedness. Our high debt level and related debt service obligations:

•  require us to dedicate significant cash flow to the payment of principal and interest on our debt which reduces the funds we have available for other purposes,

•  may limit our flexibility in planning for or reacting to changes in our business and market conditions,

•  impose on us additional financial and operational restrictions, and

•  expose us to interest rate risk since a portion of our debt obligations are at variable rates.

      The interest rate on our debt is based on our debt rating, as issued by Standard & Poor’s and Moody’s. We have no ability to control the ratings issued by Standard & Poor’s and Moody’s. A

-39-

downgrade in our debt rating could cause our interest rate to increase, which could adversely affect our ability to achieve our targeted profitability level, as well as our cash flow.

      Our ability to make scheduled payments on our debt and other financial obligations depends on our financial and operating performance. Our financial and operating performance is subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. A significant increase in interest rates could adversely impact our net income. If we do not comply with the financial and other restrictive covenants under our credit facilities, we may default under them. Upon default, our lenders could accelerate the indebtedness under the facilities, foreclose against their collateral or seek other remedies, which would jeopardize our ability to continue our current operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Fluctuations

      In order to reduce the volatility of earnings that arises from changes in interest rates, we manage interest rate risk through the use of interest rate swap agreements. These swap agreements provide hedges for loans under our senior credit facility by limiting or fixing the LIBOR interest rates specified in the senior credit facility at the interest rates noted below until the indicated expiration dates.

      The following table summarizes our various interest rate swap agreements at both September 30, 2005 and December 31, 2004:

Fixed Interest Rates	Expiration Date		Notional Amounts
			(In millions)
5.20% to 6.74%		December 2005	$	400
3.65% to 6.78%		December 2006		375

      During the second quarter of 2005, we entered into additional interest rate swap agreements that become effective for us in December 2005 and expire in December 2010. These swaps have a total notional amount of $500 million and fixed interest rates of 4.07% to 4.27%.

      We are exposed to market risk under these arrangements due to the possibility of interest rates on our credit facilities falling below the rates on our interest rate derivative agreements. We incurred $7.3 million of additional interest expense, net of taxes, during the first nine months of 2005 as a result of interest rates on our variable rate debt falling below the agreed-upon interest rate on our existing swap agreements. Credit risk under these arrangements is remote because the counter parties to our interest rate derivative agreements are major financial institutions.

      A majority of our debt obligations are currently at variable rates. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in interest rates. As of September 30, 2005, the analysis indicated that such interest rate movement would not have a material effect on our financial position, results of operations or cash flows. However, actual gains and losses in the future may differ materially from that analysis based on changes in the timing and amount of interest rate movement and our actual exposure and hedges.

Foreign Currency

      We are exposed to foreign currency risk due to operating cash flows and various financial instruments that are denominated in foreign currencies. Our most significant foreign currency exposures relate to the euro and the British pound. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign currency exchange rates. As of September 30, 2005 and December 31, 2004, the analysis indicated that such foreign currency exchange rate change would not have a material effect on our financial position, results of operations or cash flows.

-40-

Butterfat

      Our Dairy Group utilizes a significant amount of butterfat to produce Class II products. This butterfat is acquired through the purchase of raw milk and bulk cream. Butterfat acquired in raw milk is priced based on the Class II butterfat price in federal orders, which is announced near the end of the applicable month. The Class II butterfat price can generally be tied to the pricing of AA butter traded on the Chicago Mercantile Exchange (“CME”). The cost of butterfat acquired in bulk cream is typically based on a multiple of the AA butter price on the CME. From time to time, we purchase butter futures and butter inventory in an effort to better manage our butterfat cost in Class II products. Futures contracts are marked to market in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” and physical inventory is valued at the lower of cost or market. We are exposed to market risk under these arrangements if the cost of butter falls below the cost that we have agreed to pay in a futures contract or that we actually paid for the physical inventory and we are unable to pass on the difference to our customers. At this time we believe that potential losses due to butterfat hedging activities would not have a material impact on our consolidated financial position, results of operations or operating cash flow.

Item 4. Controls and Procedures

Controls Evaluation and Related CEO and CFO Certifications

      We conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (“Disclosure Controls”) as of the end of the period covered by this quarterly report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

      Attached as exhibits to this quarterly report are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

      Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed with the Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with US generally accepted accounting principles.

Limitations on the Effectiveness of Controls

      We do not expect that our Disclosure Controls or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,

-41-

controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation

      Our evaluations of our Disclosure Controls include reviews of the controls’ objectives and design, our implementation of the controls and the effect of the controls on the information generated for use in our SEC filings. In the course of our controls evaluations, we seek to identify data errors, controls problems or acts of fraud and confirm that appropriate corrective actions, including process improvements, are undertaken. Many of the components of our Disclosure Controls are evaluated on an ongoing basis by our Audit Services department. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.

Conclusions

      Based upon our most recent controls evaluation, our CEO and CFO have concluded that as of the end of the period covered by this quarterly report, our Disclosure Controls were effective at the reasonable assurance level. In the first nine months of 2005, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-42-

Part II — Other Information

Item 1. Legal Proceedings

      We are not party to, nor are our properties the subject of, any material pending legal proceedings. However, we are parties from time to time to certain claims, litigation, audits and investigations. We believe that we have established adequate reserves to satisfy any potential liability we may have under all such claims, litigations, audits and investigation that are currently pending. In our opinion, the settlement of any such currently pending or threatened matter is not expected to have a material adverse impact on our financial position, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      The following table summarizes the repurchase of our common stock during 2005:

							Maximum
							Number (or
					At End of Period,		Approximate
					Total Number of		Dollar Value) of
					Shares (or Units)		Shares (or Units)
					Purchased as Part		that May Yet be
	Total Number of		Average		of Publicly		Purchased Under
	Shares (or Units)		Price Paid		Announced Plans		the Plans or
Period(1)	Purchased		Per Share(2)		or Programs		Programs(3)
July 2005		1,907,100	$	36.09		53,008,566	$	49.2 million
August 2005		3,927,600		35.78		56,936,166		208.7 million
September 2005		4,091,300		37.08		61,027,466		57.0 million
October 2005		1,422,500		37.93		62,449,966		3.0 million
November 2005 (through November 4, 2005)		918,300		37.41		63,368,266		268.6 million
Total		12,266,800

(1)	Repurchases during 2005 were made only in the months listed.
(2)	Excludes fees and commissions paid on stock repurchases.
(3)	Amount represents maximum amount authorized for share repurchases. The amount can be increased by actions of our Board of Directors.

Item 5. Other Information

      On November 7, 2005, we entered into an Employment and Release Agreement with Barry Fromberg, our Chief Financial Officer. Mr. Fromberg has recently announced his intent to retire.

      Pursuant to the agreement, Mr. Fromberg has agreed to continue in his position until April 1, 2006 (the “Retirement Date”). Until the Retirement Date, we will continue to pay him his regular salary, at the rate of $435,000 per year, and he will continue to be eligible to participate in our benefit plans. He will also continue to be eligible to receive his 2005 bonus, in accordance with our Executive Incentive Compensation Plan. In addition, we will pay him a prorated bonus for the three months that he will be employed in 2006, but only to the extent that other senior corporate executives are eligible to receive a bonus, which will be determined after the end of 2006 in accordance with our Executive Incentive Compensation Plan. Stock awards previously granted to Mr. Fromberg that are scheduled to vest prior to the Retirement Date will vest in accordance with their terms. Mr. Fromberg will have 60 days after the Retirement Date to exercise his vested stock options.

      After the Retirement Date, Mr. Fromberg has agreed to make himself available to assist us with any transitional issues that may arise and/or to assist his successor with any issues that may arise.

-43-

      In consideration for his agreement to remain in his position until the Retirement Date, and to assist with transitional issues that may arise after the Retirement Date, and in exchange for the release contained in the agreement and Mr. Fromberg’s agreement to abide by the non-solicitation, non-compete and non-disclosure provisions contained in the agreement, we have agreed to make certain payments to Mr. Fromberg, and to provide him with certain other benefits. Specifically, we have agreed to provide him with the following cash amounts, all of which will be paid on October 15, 2006: (1) a payment in an amount equal to two times the sum of his base annual salary plus his target bonus, (2) a health benefit advance in the amount of $24,000, and (3) a payment in an amount equal to three times the amount of his 2005 401(k) match. In addition, on April 15, 2006, we will make a payment to Mr. Fromberg that is intended to compensate him for the value of his previously granted stock awards that would vest in 2007 and 2008 if he were still employed. For unvested options, the amount of such payment will be the difference between the Market Price (as defined below) of our stock and the strike price of the associated option, times the number of shares underlying such options. For unvested stock units, the amount of the payment will be equal to the Market Price of our stock times the number of unvested stock units. “Market Price” is defined in the agreement as the highest closing price of our stock during the 30 trading days ending on March 31, 2006. Finally, we will continue to provide Mr. Fromberg the annual physical benefit provided to other executives of the company.

      Pursuant to the agreement, Mr. Fromberg has agreed not to solicit any of our employees or customers for a period of 2 years after the Retirement Date, and he has agreed to maintain the confidentiality of our trade secrets and other confidential information. Finally, the agreement contains a mutual release pursuant to which Mr. Fromberg and the company have agreed to release one another from all claims that may arise out of or relate to his employment with the company.

      The agreement can be terminated for “cause,” as defined in the agreement.

Item 6. Exhibits

      (a) Exhibits

10	.1	Employment Agreement between the Company and Alan Bernon dated September 7, 2005
10	.2	Stock Unit Award Agreement between the Company and Alan Bernon
10	.3	Change in Control Agreement between the Company and Alan Bernon dated September 7, 2005
10	.4	Proprietary Information, Inventions and Non-Compete agreement with Alan Bernon dated September 7, 2005
10	.5	Employment agreement between the Company and Joseph E. Scalzo dated October 7, 2005
10	.6	Change in Control Agreement between the Company and Joseph E. Scalzo dated October 7, 2005
10	.7	Proprietary Information, Inventions and Non-Compete Agreement between the Company and Joseph E. Scalzo dated October 7, 2005
10	.8	Non-Qualified Stock Option Agreement between the Company and Joseph E. Scalzo
10	.9	Employment and Release Agreement between the Company and Barry Fromberg dated November 8, 2005
31	.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31	.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32	.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

-44-

SIGNATURES

      Pursuant to the requirement 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.

DEAN FOODS COMPANY

/s/ Ronald L. McCrummen

Ronald L. McCrummen

Senior Vice President and Chief Accounting Officer

November 9, 2005

-45- EX-10.1 2 d30047exv10w1.htm EMPLOYMENT AGREEMENT - ALAN BERNON

Exhibit 10.1

September 7, 2005

Mr. Alan Bernon
209 Cliff Road
Wellesley Hills MA 02481

Dear Alan:

I am pleased to offer you the position of President of Dean Foods Dairy Group (the “Dairy Group”), effective January 1, 2006. This position will report directly to me. We are delighted that you are willing to accept this new responsibility and I look forward to having you join our team in Dallas in September 2005.

Here are the specifics of your offer:

Term/Base Salary

We contemplate an initial term of employment through January 31, 2009. You will be paid an annual base salary at the rate of $600,000 for the last four months of 2005 and for all of 2006, $650,000 for 2007, and $700,000 for 2008.

Annual Bonus Opportunity

Effective September 1, 2005, your annual bonus target will be increased to 70% of your annualized salary, subject to the achievement of pre-established operating targets for the Northeast Region. Effective January 1, 2006, when you assume the role of President of the Dairy Group, you will be eligible to earn an annual bonus with a target amount equal to 80% of your annualized salary, subject to the achievement of certain operating targets for the group. You can earn up to 200% of your targeted bonus if operating targets are exceeded.

Stock Options and Restricted Stock

In September 2005, you will be granted 20,000 restricted stock units (RSUs) as a signing bonus. In January 2006, you will be granted (i) options to purchase 276,000 shares of Dean Foods common stock and (ii) 75,000 RSUs. This award reflects an “upfront” three-year grant. The exercise price of the options will be the closing price of a share of Dean Foods stock on the date preceding the date of grant. The options and RSUs will vest in equal installments over a period of three (3) years, beginning on the first anniversary date of the grant and fully vesting by the third anniversary of the date of grant. Any stock options which are or which become vested on or prior to your termination of employment shall remain exercisable for a period of no less than twelve (12) months following your termination of employment. Commencing January 2009, your eligibility to participate in the long term incentive program and the amount and nature of any future long term incentive awards will be determined by the Board of Directors.

Mr. Alan Bernon
September 7, 2005
Page 2 of 4

Management Deferred Compensation Plan

You will be eligible to participate in the Deferred Compensation Plan. The plan provides eligible executives with the opportunity to save on a tax-deferred basis.

Vacation Benefits

You will be granted five (5) weeks vacation. Unused vacation is not carried forward from year to year.

Relocation Benefits

We want your move to Texas to be a positive one. The relocation benefits provided to you include: household goods move; temporary housing; home visits; in-transit expenses; home sale assistance; duplicate housing costs; and, new home closing assistance. The policy describing these benefits is enclosed. In addition, you will be entitled to comparable relocation benefits on termination of your employment, at any time and for any reason, other than termination by the company for cause (as defined below).

Other Benefit Plans

You will also be eligible to participate in all employee benefit plans, programs, and arrangements made available to our senior-level executives or our employees generally on the same terms and conditions as other senior-level executives.

Severance

If your employment is terminated (whether during the initial term or any time thereafter) as a result of a “qualifying termination,” meaning any termination other than a termination (i) for cause (as defined below), or (ii) voluntarily by you without good reason (as defined below), you will receive a lump sum severance payment equivalent to two years of your base salary and target bonuses, less lawful deductions. If any such qualifying termination occurs prior to January 31, 2009, all unvested stock options, RSUs or other equity grants made to you will vest in full upon such qualifying termination. You will be required to execute a release of all claims and such other agreements as the company may deem necessary or appropriate in order to receive such severance pay and accelerated vesting.

For purposes of this letter agreement, the term “good reason” shall have the same meaning given such term under the Change in Control Agreement referenced below.

Termination for Cause

In the event that a termination of your employment with Dean Foods occurs for cause, no severance payment will be made. If your employment is terminated for cause, all unvested stock option and other equity grants made to you and your rights thereunder will be automatically terminated.

The term “cause” shall mean: (a) your conviction of any crime deemed by Dean Foods to make your continued employment untenable; (b) you commit an act of gross negligence or willful misconduct in connection with your employment with Dean Foods or any of its affiliates; (c) you

Mr. Alan Bernon
September 7, 2005
Page 3 of 4

commit any act of dishonesty relating to Dean Foods or any of its affiliates, its employees, agents or other representatives; or (d) you fail to comply with the Dean Foods Code of Ethics, or engage in any similar conduct which brings Dean Foods or any of its affiliates into disrepute. In each case, any termination for cause will not be effective unless the Board of Directors of Dean Foods has provided you with (i) written notice of the Board’s intention to terminate you for cause, and (ii) an opportunity for you to appear before the Board to discuss any such termination. No act or omission shall constitute the basis of a termination for cause if such act or omission is taken or omitted at the request of the Board or another senior officer of Dean Foods, or is based upon the advice of counsel to Dean Foods.

Change-In-Control Provisions

You will be provided a Change in Control agreement comparable to that currently provided to other Dean Foods executive officers. In general, this agreement provides benefits of three times your annual salary and target bonus, plus vesting of all equity awards and continued health coverage for a two-year period in certain circumstances following a Change in Control. Such benefits would be in lieu of, and not in addition to, any severance payments under this agreement. As stated in the Change in Control Agreement, in order to receive these benefits, your employment must be terminated, either by the company within two years after a Change in Control, or by you for good reason within such two-year period, or by you for any reason during the 13^th month after a Change in Control. The details of these provisions are set forth more fully in the enclosed Change of Control Agreement.

Other Matters

As you know, you are required to comply with the Dean Foods Code of Ethics as a condition of employment. You are required to sign the Compliance Certificate contained within the Code of Ethics at the time your employment in your new position begins and periodically thereafter.

Your new position also requires that you sign a Non-Competition Agreement. Enclosed are two copies.

The Compensation Committee will review your base salary, bonus opportunities, and other components of your compensation for possible upward adjustment if the Compensation Committee materially increases the compensation levels of other senior-level executives.

In light of your new role as President of the Dairy Group, I believe it is appropriate for you to continue to serve on the Board of Directors. Accordingly, I intend to recommend that the Governance Committee nominate you for reelection to the Board of Directors when your current term expires. However, all decisions as to nominations to the Board are and will continue to be made by the Governance Committee of the Board.

Mr. Alan Bernon
September 7, 2005
Page 4 of 4

Conclusion

Alan, I am very confident you will make lasting contributions to the company. I look forward to working with you as we continue to build for the future. We are delighted to have you join us in Dallas and look forward to your arrival.

Best regards,

/s/ Gregg L. Engles

Gregg L. Engles

Agreed and accepted:

/s/ Alan J. Bernon

Alan J. Bernon

/s/ September 7, 2005

Date

Enclosures

EX-10.1

exv10w1

EX-10.2

Exhibit 10.2

DEAN FOODS COMPANY
RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENT

     This AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of Grant of Award delivered herewith (the “Notice of Grant”), is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).

WITNESSETH:

     WHEREAS, the Board of Directors of the Company has adopted and approved the Dean Foods Company Third Amended and Restated 1989 Stock Awards Plan (the “Plan”), which Plan was approved as required by the Company’s stockholders and provides for the grant of Options, Restricted Stock and other stock-based Awards to certain selected Employees and Non-Employee Directors of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan; and

     WHEREAS, the Awards provided for under the Plan are intended to comply with the requirements of Rule 16b-3 under the Exchange Act; and

     WHEREAS, the Committee has selected you to participate in the Plan and has awarded the restricted stock units (“RSUs”) described in this Agreement to you.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to you to continue as an employee of the Company (or its Subsidiaries), you and the Company hereby agree as follows:

     1. Grant of Award. The Company hereby grants to you and you hereby accept, subject to the terms and conditions set forth in the Plan and in this Agreement, the number of RSUs shown on the Notice of Grant, effective as of the date indicated on the Notice of Grant (the “Date of Grant”). Each RSU represents the right to receive one share of the Company’s Common Stock, subject to the terms and conditions set forth in the Plan and in this Agreement. The shares of Common Stock that are issuable upon vesting of the RSUs granted to you pursuant to this Agreement are referred to in this Agreement as “the Shares.” Subject to the provisions of Sections 2(c), 3(b) and 7 hereof, this Award of RSUs is irrevocable and is intended to conform in all respects with the Plan.

     2. Vesting.

          (a) Regular Vesting. Except as otherwise provided in the Plan or in this Section 2, your RSUs will vest ratably in three equal annual increments commencing on the first anniversary of the Date of Grant.

2005 Grant
Dairy Group and Corporate

               (b) Accelerated Vesting. In addition to the vesting provisions contained in Sections 2(a) above, your RSUs will automatically and immediately vest in full upon a Change in Control.

               (c) Forfeiture of Unvested RSUs. Notwithstanding the provisions of Sections 2(a) and 2(b) above or any provisions of the Plan to the contrary, if your employment with the Company or any Subsidiary terminates for any reason (including, without limitation, by reason of your death, permanent or total disability, Qualifying Retirement or other retirement) before all or any portion of the RSUs subject to this Award have vested, the unvested RSUs will be immediately forfeited and neither you nor your estate will have any further rights to such unvested RSUs or the Shares represented by those forfeited RSUs.

     3. Distribution of Shares.

          (a) Distribution Upon Vesting. The Company will distribute to you (or to your estate in the event that your death occurs after a vesting date but before distribution of the corresponding Shares), as soon as administratively practicable after each vesting date, the Shares of Common Stock represented by the RSUs that vested on such vesting date.

     (b) Forfeiture of Shares. Notwithstanding any provision of this Agreement or the Plan to the contrary, if you are discharged from the employment of the Company or any of its Subsidiaries for Cause (as defined below), your rights in your RSUs whether vested or unvested and your right to receive any undistributed Shares will be immediately and permanently forfeited. For purposes of this Agreement, your discharge will be deemed to be “for Cause” only if you have (i) misappropriated funds or property of the Company or any Subsidiary to your personal use, or (ii) willfully and without authorization disclosed Confidential Information (as defined below) that resulted in or could reasonably result in material harm to the Company or any Subsidiary, or (iii) been convicted of a felony, or (iv) violated the Company’s Code of Ethics. The determination of whether you have been discharged for Cause will be determined by the Board or the Committee. For purposes of this Agreement, “Confidential Information” shall mean all business records, trade secrets, know-how, customer lists or compilations, terms of customer agreements, sources of supply, pricing or cost information, financial information or personnel data and other confidential or proprietary information used and/or obtained by you in the course of your employment with the Company or any Subsidiary; provided that the term “Confidential Information” will not include information which (i) is or becomes publicly available other than as a result of a disclosure by you which is prohibited by this agreement or by any other legal, contractual or fiduciary obligation that you may owe to the Company or any Subsidiary, or (ii) is widely known within one or more of the industries in which the Company or any Subsidiary operates, or you can demonstrate was otherwise known to you prior to becoming an employee of the Company or any Subsidiary, or (iii) is or becomes available to you on a nonconfidential basis from a source (other than the Company or any Subsidiary, including any employee thereof) that is not prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation to the Company or any Subsidiary.

2005 Grant
Dairy Group and Corporate

-2-

          (c) Compliance With Law. The Company shall not be obligated to issue your Shares upon the vesting of any RSU or otherwise unless the issuance and delivery of such Shares complies with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Company’s Common Stock may then be listed. As a condition to the distribution of your Shares, the Company may require you to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Company shall not be liable for refusing to issue your Shares if the Company cannot obtain authority from the appropriate regulatory bodies deemed by the Company to be necessary to lawfully distribute your Shares. In addition, the Company shall have no obligation to you, express or implied, to list, register or otherwise qualify any of your Shares of Common Stock.

     4. Shareholder Rights. Except as set forth in the Plan, neither you nor any person claiming under or through you shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of the Shares issuable pursuant to this Award unless and until your Shares shall have been issued.

     5. Tax Withholding. Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with vesting of any RSU or issuance of any of the Shares subject thereto.

     6. Transfer of RSUs. The RSUs granted herein are not transferable except in accordance with the provisions of the Plan.

     7. Covenant Not to Compete or Solicit. In consideration of this Award, you hereby agree that, during the term of your employment with the Company or any Subsidiary and for a period of two years thereafter, you will not, directly or indirectly, individually or on behalf of any person or entity other than the Company or any of its Subsidiaries:

          (a) Become associated with (as defined below) any company or business (other than the Company or any Subsidiary) engaged primarily in the manufacture, distribution, sale or marketing of any of the Relevant Products (as defined below) in any geographical area in which the Company or any of its Subsidiaries operates;

          (b) Approach, consult, solicit business from, or contact or otherwise communicate, directly or indirectly, in any way with any Customer (as defined below) in an attempt to (1) divert business from, or interfere with any business relationship of the Company or any of its Subsidiaries, or (2) convince any Customer to change or alter any of such Customer’s existing or prospective contractual terms and conditions with the Company or any Subsidiary; or

          (c) Solicit, induce, recruit or encourage, either directly or indirectly, any employee of the Company or any Subsidiary to leave his or her employment with the Company

2005 Grant
Dairy Group and Corporate

-3-

or any Subsidiary or employ or offer to employ any employee of the Company or any Subsidiary. For the purposes of this section, an employee of the Company or any Subsidiary shall be deemed to be an employee of the Company or any Subsidiary while employed by the Company and for a period of 60 days thereafter.

     For purposes of this Agreement, the following terms shall have the meanings indicated:

     “associated with” means to become involved or act as an owner, partner, stockholder, investor, joint venturer, lender, director, manager, officer, employee, consultant, independent contractor, representative or agent.

     “Customer” means all persons or entities who purchased any Relevant Product from the Company or any Subsidiary during the term of your employment with the Company or any Subsidiary.

     “Relevant Product(s)” means (i) milk and milk-based beverages, (ii) creams and creamers, (iii) ice cream and ice cream novelties, (iv) ice cream mix, and (v) cultured dairy products.

     Notwithstanding the foregoing, (1) the restrictions of this Section 7 shall terminate immediately if your employment with the Company or any Subsidiary is involuntarily terminated by the Company or such Subsidiary without Cause (as defined in Section 3(c) hereof), and (2) you are not prohibited from owning, either of record or beneficially, not more than five percent (5%) of the shares or other equity of any publicly traded company. Your obligation under this Section 7 shall survive the vesting or forfeiture of your RSUs and/or the distribution or forfeiture of the underlying Shares. The provisions of this Section 7 are not intended to override, supercede, reduce, modify or affect in any manner any other non-competition or non-solicitation agreement between you and the Company or any Subsidiary. Any such covenant or agreement shall remain in full force and effect in accordance with its terms. Any breach of any provision of this Section 7 will result in immediate and complete forfeiture of your unvested RSUs and your undistributed Shares. In addition, you hereby agree that if you violate any provision of this Section 7, you will return to the Company any Shares that were previously issued to you or, if you no longer own the Shares, an amount in cash equal to the fair market value of any such Shares on the date they were issued to you. In addition, the Company will be entitled to injunctive and other relief to prevent or enjoin any violation of the provisions of this Agreement.

     You acknowledge that you have given careful consideration to the restraints imposed by this Agreement, and you fully agree that they are necessary for the reasonable and proper protection of the business of the Company and its Subsidiaries. You agree that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period, and geographical area. Except as expressly set forth herein, the restraints imposed by this Agreement shall continue during their full time periods and throughout the geographical area set forth in this Agreement.

2005 Grant
Dairy Group and Corporate

-4-

     If you have violated any provision of this Section 7 and any of the provisions of subsections (a), (b) or (c) of this Section 7 are deemed to be unenforceable, then (1) your unvested RSUs and undistributed Shares shall be forfeited and (2) you hereby agree that you will return to the Company any Shares that were previously issued to you or, if you no longer own the Shares, an amount in cash equal to the fair market value of any such Shares on the date they were issued to you. In addition, if any of the restrictions of this Section 7 are deemed unenforceable as written, the parties expressly authorize the court to revise, delete, or add to the restrictions contained in this Section 7 to the extent necessary to enforce the intent of the parties and to provide the goodwill, confidential information, and other business interests of the Company and its Subsidiaries with effective protection.

     8. Plan Incorporated. You accept the RSUs hereby granted subject to all the provisions of the Plan, which, except as expressly contradicted by the terms hereof, are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby.

     9. Miscellaneous.

          (a) No Guaranteed Employment. Nothing contained in this Agreement shall affect the right of the Company to terminate your employment at any time, with or without Cause, or shall be deemed to create any rights to employment on your part. The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company and you, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Company and you. To the extent there is a conflict between this Agreement and such an employment contract, the employment contract shall govern and take priority.

          (b) Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company at its principal executive offices, and any notice to be given to you shall be addressed to you at the address set forth on the attached Notice of Grant, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.

          (c) Binding Agreement. Subject to the limitations in this Agreement on the transferability by you of the Award granted herein, this Agreement shall be binding upon and inure to the benefit of the representatives, executors, successors or beneficiaries of the parties hereto.

          (d) Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof.

2005 Grant
Dairy Group and Corporate

-5-

          (e) Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives.

          (f) Interpretation. All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

          (g) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

          (h) No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

          (i) Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

          (j) Relief. In addition to all other rights or remedies available at law or in equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin any violation of the provisions of this Agreement.

END OF AGREEMENT

2005 Grant
Dairy Group and Corporate

-6-

EX-10.3

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

     THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of September _7_, 2005, by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the “Company”), and Alan Bernon (the “Executive”).

RECITALS

     A. The Board of Directors of the Company (the “Board”) has determined that the interests of the Company will be advanced by providing the key executives of the Company with certain benefits in the event of the termination of employment of any such executive in connection with or following a Change in Control (as hereinafter defined).

     B. The Board believes that such benefits will enable the Company to continue to attract and retain competent and qualified executives, will assure continuity and cooperation of management and will encourage such executives to diligently perform their duties without personal financial concerns, thereby enhancing shareholder value and ensuring a smooth transition.

     C. The Executive is a key executive of the Company.

AGREEMENTS

     NOW, THEREFORE, for good and valuable consideration, including the mutual covenants set forth herein, the parties hereto agree as follows:

     1. Definitions. The following terms shall have the following meanings for purposes of this Agreement.

     “Affiliate” means any entity controlled by, controlling or under common control with, a person or entity.

     “Annual Pay” means the sum of (i) an amount equal to the annual base salary rate payable to the Executive by the Company at the time of termination of his or her employment plus (ii) an amount equal to the target bonus established for the Executive for the Company’s fiscal year in which his or her termination of employment occurs.

     “Cause” means the Executive’s (i) willful and intentional material breach of this Agreement, (ii) willful and intentional misconduct or gross negligence in the performance of, or willful neglect of, the Executive’s duties, which has caused material injury (monetary or otherwise) to the Company, or (iii) conviction of, or plea of nolo contendere to, a felony; provided, however, that no act or omission shall constitute “Cause” for purposes of this Agreement unless the Board or the Chairman of the Board provides to the Executive (a) written notice clearly and fully describing the particular acts or omissions which the Board or the

Chairman of the Board reasonably believes in good faith constitutes “Cause” and (b) an opportunity, within thirty (30) days following his or her receipt of such notice, to meet in person with the Board or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. Further, no act or omission shall be considered as “willful” or “intentional” if the Executive reasonably believed such acts or omissions were in the best interests of the Company.

     “Change in Control” means (1) any “person” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but specifically excluding the Company, any wholly-owned subsidiary of the Company and/or any employee benefit plan maintained by the Company or any wholly-owned subsidiary of the Company) becomes the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or (2) individuals who currently serve on the Board, or whose election to the Board or nomination for election to the Board was approved by a vote of at least two-thirds (2/3) of the directors who either currently serve on the Board, or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (3) the Company or any subsidiary of the Company shall merge with or consolidate into any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity (or its ultimate parent, if applicable) outstanding immediately after such merger or consolidation; or (4) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, or such a plan is commenced.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Confidential Information” means all information, whether oral or written, previously or hereafter developed, acquired or used by the Company or its subsidiaries and relating to the business of the Company and its subsidiaries that is not generally known to others in the Company’s area of business, including without limitation trade secrets, methods or practices developed by the Company or any of its subsidiaries, financial results or plans, customer or client lists, personnel information, information relating to negotiations with clients or prospective clients, proprietary software, databases, programming or data transmission methods, or copyrighted materials (including without limitation, brochures, layouts, letters, art work, copy, photographs or illustrations). It is expressly understood that the foregoing list shall be illustrative only and is not intended to be an exclusive or exhaustive list of “Confidential Information.”

     “Good Reason” means any of the following events occurring, without the Executive’s prior written consent specifically referring to this Agreement, within two (2) years following a Change in Control:

2

     (1) (A) Any reduction in the amount of the Executive’s Annual Pay, (B) any reduction in the amount of Executive’s other incentive compensation opportunities, or (C) any significant reduction in the aggregate value of the Executive’s benefits as in effect from time to time (unless in the case of either B or C, such reduction is pursuant to a general change in compensation or benefits applicable to all similarly situated employees of the Company and its Affiliates);

     (2) (A) the removal of the Executive from the Executive’s position as President of Dean Foods Dairy Group of the ultimate parent of the business of the Company or (B) any other significant reduction in the nature or status of the Executive’s duties or responsibilities;

     (3) transfer of the Executive’s principal place of employment to a metropolitan area other than that of the Executive’s place of employment immediately prior to the Change in Control; or

     (4) failure by the Company to obtain the assumption agreement referred to in Section 7 of this Agreement prior to the effectiveness of any succession referred to therein, unless the purchaser, successor or assignee referred to therein is bound to perform this Agreement by operation of law.

     “Termination Pay” means a payment made by the Company to the Executive pursuant to Section 2(a)(ii) or Section 2(b)(ii) hereof.

2. Benefits.

          (a) Involuntary or Constructive Termination. In the event that the Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause or by the Executive for Good Reason in connection with or within two years after a Change in Control, the Executive shall be entitled to the following payments and other benefits:

               (i) The Company shall pay to the Executive a cash payment in an amount equal to the sum of (A) the Executive’s accrued and unpaid salary as of his or her date of termination of employment, plus (B) his or her accrued and unpaid bonus, if any, for the Company’s prior fiscal year, plus (C) an amount equal to the greater of the following, paid on a pro rata basis for the portion of the year between January 1 and the date of the Executive’s termination of employment: (x) Executive’s target bonus for the year of termination, or (y) the actual bonus to which the Executive would be entitled in the year of termination, plus (D) reimbursement for all expenses reasonably and necessarily incurred by the Executive (in accordance with Company policy) prior to termination in connection with the business of the Company. This amount shall be paid on the date of the Executive’s termination of employment.

               (ii) The Company shall pay to the Executive a cash payment in an amount equal to three (3) times the Executive’s Annual Pay. This amount shall be paid by the Company in accordance with Section 2(e) hereof.

3

               (iii) The Company shall pay to the Executive a cash payment in an amount equal to the sum of (A) the Executive’s unvested account balance under the Company’s 401(k) plan, and (B) three (3) times the amount of the most recent matching contribution that the Company paid into the Executive’s 401(k) account. This amount shall be paid as soon as administratively practicable after the date of the Executive’s termination of employment.

               (iv) The Executive and his or her eligible dependents shall be entitled for a period of two (2) years following his or her date of termination of employment to continued coverage, on the same basis as similarly situated active employees, under the Company’s group health, dental, long-term disability and life insurance plans as in effect from time to time (but not any other welfare benefit plans or any retirement plans); provided that coverage under any particular benefit plan shall expire with respect to the period after the Executive becomes covered under another employer’s plan providing for a similar type of benefit. In the event the Company is unable to provide such coverage on account of any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, the Company shall pay the Executive an amount equal to the cost of such coverage.

               (v) The Company shall pay all costs and expenses, up to a maximum of $50,000, related to outplacement services for the Executive, the provider of which shall be selected by the Executive in his or her sole discretion. This amount shall be paid directly to the provider of such services.

          (b) Voluntary Termination. If, at any time during the 13^th month after a Change in Control, the Executive voluntarily terminates his or her employment with the Company for any reason, the Executive shall be entitled to receive the same payments and benefits as set forth in Sections 2(a)(i) through 2(a)(v) hereof.

          (c) Accelerated Vesting. All of the Executive’s unvested awards under the Company’s stock award plans shall automatically and immediately vest in full upon the occurrence of a Change in Control.

          (d) No Duplication; Other Severance Pay. There shall be no duplication of severance pay in any manner. In this regard, the Executive shall not be entitled to Termination Pay hereunder for more than one position with the Company and its Affiliates. If the Executive is entitled to any notice or payment in lieu of any notice of termination of employment required by Federal, state or local law, including but not limited to the Worker Adjustment and Retraining Notification Act, the severance compensation to which the Executive would otherwise be entitled under this Agreement shall be reduced by the amount of any such payment in lieu of notice. If Executive is entitled to any severance or termination payments under any employment or other agreement (other than stock award agreements) with the Company or any of its Affiliates, the severance compensation to which Executive would otherwise be entitled under this Agreement shall be reduced by the amount of such payment. Except as set forth above, the foregoing payments and benefits shall be in addition to and not in lieu of any payments or benefits to which the Executive and his or her dependents may otherwise be entitled to under the Company’s

4

compensation and employee benefit plans. Nothing herein shall be deemed to restrict the right of the Company from amending or terminating any such plan in a manner generally applicable to similarly situated active employees of the Company and its Affiliates, in which event the Executive shall be entitled to participate on the same basis (including payment of applicable contributions) as similarly situated active executives of the Company and its Affiliates.

          (e) Mutual Release. Termination Pay shall be conditioned upon the execution by the Executive and the Company of a valid mutual release to be prepared by the Company pursuant to which the Executive and the Company shall each mutually release each other, to the maximum extent permitted by law, from any and all claims either party may have against the other that relate to or arise out of the employment or termination of employment of the Executive, except such claims arising under this Agreement, any employee benefit plan, or any other written plan or agreement (a “Mutual Release”). The full amount of Termination Pay shall be paid in a lump sum in cash to the Executive within ten (10) days following receipt by the Company of a Mutual Release which is properly executed by the Executive; provided, however, that in the event applicable law allows the Executive to revoke the Mutual Release for a period of time, and the Mutual Release is not revoked during such period, the full amount of Termination Pay shall be paid to the Executive following the expiration of such period.

3. Excise Taxes.

          (a) Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution (a “Payment”) by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 3) including, without limitation, vesting of options, would be subject to the excise tax imposed by Section 4999 of the Code, or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount sufficient to pay all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment.

          (b) Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the “Accounting Firm”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).

5

All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

          (c) Contested Taxes. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

               (i) give the Company any information reasonably requested by the Company relating to such claim,

               (ii) take such action in connection with contesting such claims as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order to effectively contest such claim, and

               (iv) permit the Company to participate in any proceedings relating to such claim;

     provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph (c), the Company shall control all proceedings taken in connection

6

with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to the amount of the Gross-Up Payment, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) Refunds. If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Section 3, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

     4. Tax Withholding. All payments to the Executive under this Agreement will be subject to the withholding of all applicable employment and income taxes.

     5. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

     6. Successors. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company. The Company will require any successor to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place.

     7. Entire Agreement. By executing this Agreement, the Executive agrees that any and all agreements executed between the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary of the Company) and the Executive prior to the date hereof regarding benefits resulting from a Change in Control are hereby nullified and cancelled in their entirety, and this Agreement shall substitute for and fully replace any such prior agreements. This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be modified in any manner except by a written instrument signed by both the Company and the Executive.

7

     8. Notices. Any notice required under this Agreement shall be in writing and shall be delivered by certified mail return receipt requested to each of the parties at the following address, or at such other address as may be communicated to the other party in writing as follows:

To the Executive:

Alan Bernon
2515 Cedar Springs Road #1717
Dallas TX 75201

To the Company:

DEAN FOODS COMPANY
2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201
Attn.: General Counsel
Tel.: 214-303-3400
Fax: 214-303-3499

     9. Governing Law. The provisions of this Agreement shall be construed in accordance of the laws of the State of Delaware, except to the extent preempted by ERISA or other federal laws, as applicable, without reference to the conflicts of laws provisions thereof.

     IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date and year first above written.

DEAN FOODS COMPANY
/s/ Michelle P. Goolsby
Name:	Michelle P. Goolsby
Title:	EVP & General Counsel
/s/ Alan J. Bernon
Alan Bernon

8

EX-10.4

Exhibit 10.4

PROPRIETARY INFORMATION, INVENTIONS

AND NON-COMPETE AGREEMENT

     THIS PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETE AGREEMENT (this “Agreement”), dated as of the _7th___day of September, 2005, between Dean Foods Company, a Delaware corporation, having its principal place of business at 2515 McKinney Avenue, Suite 1200, Dallas TX 75201, and Alan Bernon (“Employee”).

     WHEREAS, the Dean Foods Company, or one or more of its affiliates or subsidiaries (the “Company”) has offered Employee employment as President of Dean Foods Dairy Group; a position which will result in Employee acquiring substantial knowledge of the operations and practices of the business of Company;

     WHEREAS, the Company desires to prevent any competitive business from securing or utilizing the services of Employee, to the extent and for the period of Employee’s employment and for a reasonable period thereafter; and

     WHEREAS, as a condition to the employment of Employee, the Company has required that Employee enter into this Agreement.

     NOW, THEREFORE, it is agreed as follows:

     1. Acknowledgments. Employee acknowledges that (i) Company is engaged in a continuous program of research, development, and production respecting its business throughout the United States (the foregoing, together with any other businesses in which Company engages, from the date hereof to the date of the termination of Employee’s employment with Company, is hereinafter referred to as the “Company Business”); (ii) Employee’s work for Company allows Employee access to trade secrets of, and confidential information concerning, Company; (iii) the Company Business is national and international in scope; (iv) Company would not have agreed to employ Employee but for the agreements and covenants contained in this Agreement; and (v) the agreements and covenants contained in this Agreement are necessary and essential to protect the business, goodwill, and customer relationships that Company has expended significant resources to develop.

     2. Inventions. If Employee individually or jointly makes, conceives of, or reduces to practice any invention, technique, recipe, process, improvement, modification, development, documentation, data, design, idea, discovery, trademark, trade secret, formula, process, or other know-how, whether patentable or not, in the course of performing services for Company, that directly relates to the Company Business (collectively, “Inventions”), Employee will and hereby does assign to Company Employee’s entire right, title and interest in and to such Inventions. Employee agrees that all Inventions shall be the sole property of Company and its assigns, and Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. Employee will disclose any such Inventions (to the extent Employee knows such inventions are “Inventions” as defined herein) to an officer of Company and will, upon request, promptly sign a specific assignment of title to Company and do anything else reasonably necessary without additional compensation to enable Company to secure patent, trade secret, or any other proprietary rights in the United States or foreign countries. Employee agrees to execute any documents deemed necessary or advisable by Company to effect the terms of this paragraph. Employee agrees that after

1

termination of employment with Company Employee shall not use any Inventions, except in furtherance of the Company Business and except to the extent such Inventions are in the public domain through no fault of Employee.

     3. Non-Disclosure. Employee recognizes that Company competes in a highly competitive field and that Company possesses and will continue to possess information of commercial value that relates to the Company Business, including but not limited to trade secrets, technical and scientific information, financial business information, processes, recipes, formulas, data, know-how, improvements, inventions, product concepts, discoveries, developments, designs, inventions, techniques, marketing plans, strategies, forecasts, new products, blueprints, specifications, programs, ideas, customer lists, vendor lists, pricing and other structures, marketing and business strategies, budgets, projections, licenses, costs, financial data, and plans, proposals and information about Company’s employees and/or consultants (collectively, “Proprietary Information”). Notwithstanding the foregoing, Proprietary Information shall not include information that is publicly available when received, or thereafter becomes publicly available through no fault of Employee or is otherwise disclosed by the Company to another party without obligation of confidentiality. Employee agrees that the Proprietary Information constitutes a unique and valuable asset which is essential to Company’s business success, and that any release of Proprietary Information would be harmful to Company and/or its customers. To protect Company’s Proprietary Information, Employee agrees that at all times, including during and after the term of Employee’s employment, Employee will not disclose to any person, firm, company, or corporation or use for Employee’s own benefit or for the benefit of any third party (except in furtherance of Company Business or affairs of Company) any and all Proprietary Information that Employee may have acquired in the course of or as an incident to Employee’s employment with Company. Employee further agrees to take all reasonable precautions to protect against the intentional, negligent, or inadvertent disclosure by Employee of Company’s Proprietary Information to any other person or business entity, except in furtherance of the Company Business.

     4. Non-Competition. Employee understands and agrees that during Employee’s employment with Company, Employee will be provided access to specialized information related to Company Business and trade secrets, as well as Company’s customers and their confidential information. Employee further agrees that if this information were used in competition against Company, Company would experience serious harm and the competitor would have a unique advantage against Company. Employee hereby covenants and agrees that (A) at no time during Employee’s employment with Company and (B) at no time until the two years from the date of Employee’s termination (the “Non-Compete Period”), will Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than five percent equity interest in a publicly traded company), or otherwise, any company or business engaged primarily, or as a substantial part of its business, in the manufacture, distribution, sale or marketing of any Relevant Products in any geographic territory (within or outside the United States) in which Company does business; or (ii) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, or good will of Company. Employee acknowledges that this covenant has a unique, substantial, and immeasurable value to Company.

2

As used herein, “Relevant Products” means (i) milk and milk based beverages, (ii) creams and creamers, (iii) ice cream and ice cream novelties, (iv) ice cream mix, and (v) cultured dairy products.

Notwithstanding the foregoing, the restrictions of this Section 4 shall terminate immediately if Employee’s employment with the Company is involuntarily terminated by the Company without “Cause.” “Cause” shall mean: (a) conviction of Employee of any crime deemed by the Company to make continued employment untenable; (b) any act of gross negligence or willful misconduct in connection with your employment with the Company; (c) any act of dishonesty on the part of Employee whether relating to the Company or any of its affiliates, employees, agents or representatives; (d) failure by Employee to comply with the Dean Foods Code of Ethics, or any similar conduct of Employee which brings the Company or any of its affiliates into disrepute. In each case, any termination for cause will not be effective unless the Board of Directors of the Company has provided you with (i) written notice of the Board’s intention to terminate you for cause, and (ii) an opportunity for you to appear before the Board to discuss any such termination. No act or omission shall constitute the basis of a termination for cause if such act or omission is taken or omitted at the request of the Board or another senior officer of the Company, or is based upon the advice of counsel to the Company.

     5. Non-Solicitation. Employee hereby covenants and agrees that at no time during Employee’s employment with the Company and during the Non-Compete Period, will Employee (i) recruit, hire, assist or solicit, directly or indirectly, any of Company’s employees to leave the employ of Company or (ii) solicit any customer or prospective customer of Company for the purpose of (1) inducing or otherwise intending to cause such customer or prospective customer to alter or end its business relationship with Company or (2) interfering with Company’s business relationship with such customer or prospective customer or (3) causing such customer or prospective customer to purchase products and/or services competitive with those of Company. For the purposes of this Agreement, “customer” shall mean any company that was a customer of Company at any time during the term of Employee’s employment with Company, and “prospective customer” shall mean any company that, to Employee’s knowledge, was actively solicited by Company at any time during the term of Employee’s employment with Company.

     6. Remedies. Employee acknowledges, understands, and agrees that the restrictions contained in Paragraphs 2, 3, 4 and 5 of this Agreement are reasonable, fair, and equitable in scope, terms, geographic area and duration, are necessary to protect the legitimate business interests and good will of Company, and are a material inducement to Company to employ Employee and to enter into this Agreement, and that any breach or threatened breach of such restrictions would cause Company substantial and irreparable harm for which there is no adequate remedy at law. Therefore, Employee agrees that in the event of any such breach or threatened breach, any unvested stock options, restricted stock awards or other equity grants shall be immediately canceled and all of Employee’s rights thereunder shall be immediately terminated. In addition, if Company deems such action warranted by the particular circumstances, Company shall be entitled to equitable relief including, but not limited to, temporary, preliminary, and permanent injunctive relief, including the issuance of a temporary restraining order, in order to secure the specific performance of this Agreement without the necessity of posting bond or security, which Employee expressly waives. Employee agrees that

3

the rights of Company to obtain injunctive relief shall not be considered a waiver of Company’s rights to seek any other remedies it may have at law or in equity.

     The restrictions set forth herein shall be construed as a series of separate and severable covenants. Employee agrees that if in any proceeding, the tribunal refuses to enforce fully any covenants contained herein because such covenants cover too extensive a geographic area or too long a period of time or for any other reason whatsoever, any such covenant shall be considered divisible both as to duration and geographic area so that each month of a specified period shall be deemed a separate period of time and each county in each particular state (or such other geographic subdivision as the tribunal determines is reasonable) a separate geographic area, resulting in an intended requirement that the longest lesser period of time or the largest lesser geographic area found by such tribunal to be a reasonable restriction shall remain an effective restrictive covenant specifically enforceable against Employee. Further, the covenants contained in Paragraphs 2, 3, 4 and 5 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against Company or any of its employees, agents, shareholders, directors, or officers, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by Company of any of these covenants.

     7. Return of Records. Upon termination of employment, Employee agrees to return to Company all documents (whether electronic or written), notes, drawings, data, records, materials and other property of whatever nature received from or created for Company, and any and all copies thereof including, but not limited to, those documents, records, and materials containing or relating to Proprietary Information. Employee agrees that all such documents that are currently in Employee’s possession or control or which may come into Employee’s possession or control in the future shall be the property of Company.

     8. Miscellaneous.

          (a) Severability. Nothing in this Agreement shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any law, statute, ordinance, order or regulation, the latter shall prevail, but in the event of any conflict, any provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within applicable legal requirements. If any provision of this Agreement should be held invalid or unenforceable, the remaining provisions shall be unaffected by the holding.

          (b) Complete Agreement. This Agreement contains the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, relating to the subject matter hereof. It may not be modified, except in a written document executed by both parties to this Agreement.

          (c) Other Agreements. Employee represents and warrants that Employee is not a party to or bound by the provisions of any other agreement which would prevent or impair Employee’s ability to render services to Company and that Employee’s entering into this Agreement. The parties hereto each represent and warrant to the other party that the performance of any obligations hereunder by such party will not violate the provisions of, or cause such party

4

to be in default under, any other agreement or contract to which such party is a party or by which such party is bound.

          (d) Paragraph Headings. The paragraph headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

          (e) Governing Law. This Agreement shall be governed by and this Agreement and any disputes or controversies related hereto shall be construed in accordance with the laws of the State of Delaware, excluding any choice of law provisions that would apply the laws of any other jurisdiction.

          (f) Waiver. No delay on the part of either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of any right, power, or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

          (g) Assignment. This Agreement and Employee’s rights and obligations hereunder may not be assigned by Employee. Company may, without Employee’s consent, assign its rights, together with its obligations, under this Agreement.

          (h) Period of Employment. As used herein, the period of employment includes any time in which Employee is retained by Company as an employee, director, or consultant.

          (i) Counterparts. This Agreement may be entered into in two or more counterparts, each of which shall be deemed an original, and together shall be deemed to be one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed and delivered this Proprietary Information, Inventions and Non-Compete Agreement as of the date first set forth above.

DEAN FOODS COMPANY

/s/ Michelle P. Gooslby

Name:Michelle P. Gooslby

Title: EVP & General Counsel

/s/ Alan J. Bernon

Alan Bernon

5

EX-10.5

Exhibit 10.5

October 7, 2005

Mr. Joseph E. Scalzo
397 Fox Hill Road
Westwood, MA 02090

Dear Joe:

I am pleased to offer you the position of President and Chief Executive Officer of WhiteWave Foods. This position will report directly to me. We are delighted that you share our passion for this organization and its tremendous potential. I look forward to having you join our team as soon as possible after you complete your existing commitments.

Here are the specifics of your offer:

Base Salary

You will be paid $23,076.92 on a bi-weekly basis, which equates to an annual salary of $600,000. Your salary will be reviewed annually by our Compensation Committee.

Signing Bonus

You will receive a one-time signing bonus of $200,000.00, less payroll taxes, within 30 days of employment. Please note, should you voluntarily leave WhiteWave Foods without good reason during your first year of employment, you will be responsible for reimbursing WhiteWave Foods on a pro-rata gross share (n/12 based on number of months worked) of the one-time signing bonus you receive.

Annual Bonus Opportunity

As President of WhiteWave Foods, you will be eligible to earn an annual bonus with a target amount equal to 80% of your annualized salary, subject to the achievement of certain operating targets for the group. You can earn up to 200% of your targeted bonus if operating targets are exceeded. For 2005, this bonus will be paid on a pro-rata basis for the number of months employed.

Stock Options

At hire, you will be granted options to purchase 245,000 shares of Dean Foods common stock, subject to approval by the Compensation Committee of the Board of Directors. The exercise price of the options will be the closing price of a share of Dean Foods stock on the date preceding the date of grant. The options will vest in equal installments over a period of three (3) years, beginning on the first anniversary date of the grant. You will be eligible for future equity grants under the Dean Foods Long Term Incentive Program in the future, commencing in January 2007. The amount and nature of future long term incentive awards will be determined by the Board of Directors.

Mr. Joseph Scalzo
October 7, 2005
Page 2 of 4

Management Deferred Compensation Plan

You will be eligible to participate in the Deferred Compensation Plan. The plan provides eligible executives with the opportunity to save on a tax-deferred basis. You will receive general information and enrollment materials at your home address approximately 30 — 45 days after your start date.

Vacation Benefits

You will be granted five (5) weeks vacation. Unused vacation is not carried forward from year to year.

COBRA Support

Should you elect COBRA (health insurance) coverage from your previous employer, WhiteWave Foods will pay your COBRA premiums (minus your normal WhiteWave Foods contribution) until you become eligible for WhiteWave Foods benefits (approximately 60 days following hire).

Benefits Plan Reference

Attached to this letter is an overview of Dean Foods’ Health Benefits, savings and 401k programs, and all other benefits. If you have questions regarding these programs or eligibility, please call Robby Dunn at 214-303-3557.

Relocation Benefits

WhiteWave Foods wants your move to Colorado to be a positive one. The relocation benefits provided to you include: household goods move; temporary housing; home visits; in-transit expenses; home sale assistance; duplicate housing costs; and, new home closing assistance. The policy describing these benefits is enclosed. In addition, we will arrange for the purchase of your home through our relocation agency if your home is not sold within 6 months. The specifics of this arrangement are as follows:

If you select the Quantum Home Sale Program, you will need to choose two independent appraisers from a designated list that is provided to you by Quantum Relocation. The average of the two (2) appraisals will determine the appraised value of your home. If the two appraisals vary by more than 10%, a third appraisal will be required and all three appraisals will be averaged to determine the appraised value. Once the average has been determined, Quantum Relocation Services will present you with an offer. You may take up to 60 days to accept or reject the offer, while marketing the property for sale.

A general home inspection of your home is required. Should your home need repairs, it will be your responsibility to have all necessary repairs corrected before Quantum Relocation Services will acquire the home. If the necessary repairs are not corrected, the cost of the repairs will be deducted from your equity payment.

Once your home has passed necessary inspections and the appraised value offer has been accepted, your home will be placed into the Quantum Relocation Service inventory. Closing on your home buy-out will be agreed upon and your equity funded within 48 hours after closing.

Mr. Joseph Scalzo
October 7, 2005
Page 3 of 4

Insider Trading

As an executive officer, you will have access to sensitive business and financial information. Accordingly, you will be prohibited from trading Dean Foods securities (or, in some circumstances, the securities of companies doing business with Dean Foods) from time to time in accordance with the company’s Insider Trading Policy.

Severance

If your employment is terminated at any time as a result of a “qualifying termination,” meaning any termination as a result of death, disability, your voluntary termination for good reason, or your involuntary termination without cause (as defined below), you will receive payment of all base salary accrued through the date of termination, prior year’s bonus to the extent earned but not paid, target bonus through the date of termination and all unused vacation. In addition, you will receive a lump sum severance payment equivalent to two years of your base salary and target bonuses, less lawful deductions. You will be required to execute a release of all claims and such other agreements as the company may deem necessary or appropriate in order to receive such severance pay.

The term “cause” shall mean: (a) your conviction of any crime deemed by the company to make your continued employment untenable; (b) any act of gross negligence or willful misconduct in the conduct of your employment; (c) your committing any act of dishonesty whether relating to the company or any of its affiliates, its employees, agents or otherwise; or (d) your failure to comply with the Company’s Code of Ethics, or any conduct which brings the Company or any of its affiliates into disrepute, in each case as determined by the Board of Directors.

The term “good reason” shall have the meaning given such term under the Change in Control Agreement referenced below.

Non Qualifying Termination

In the event that your employment with WhiteWave Foods is terminated either for cause or by you voluntarily and without good reason, no severance payment will be made. If your employment is terminated either for cause or by you voluntarily and without good reason, all unvested stock option and other equity grants made to you and your rights thereunder will be automatically terminated.

Change-In-Control Provisions

You will be provided a Change in Control agreement comparable to that currently provided to other Dean Foods executive officers. In general, this agreement provides benefits of three times your annual salary and target bonus, plus vesting of all equity awards and continued health coverage for a two-year period in certain circumstances following a Change in Control. As stated in the Change in Control Agreement, in order to receive these benefits, your employment must be terminated, either by the company within two years after a Change in Control, or by you for good reason within such two-year period, or by you for any reason during the 13^th month after a Change in Control. The details of these provisions are set forth more fully in the enclosed Change of Control Agreement. Enclosed are two copies for your signature.

Mr. Joseph Scalzo
October 7, 2005
Page 4 of 4

In addition, if it is necessary for you to obtain legal representation or to bring any legal proceeding in order to enforce your rights under the Change in Control Agreement, the Company will pay all legal fees incurred by you in connection with such action.

New Hire Processes

You are required to comply with the Dean Foods Code of Ethics as a condition of employment. You are required to sign the Compliance Certificate contained within the Code of Ethics at the time your employment begins and periodically thereafter.

Your position also requires that you sign a Non-Competition Agreement. Enclosed are two copies for your signature.

Conclusion

Joe, I am delighted at the prospect of you joining WhiteWave Foods. I am confident that you share our vision and standards, embody our values and beliefs, and will make a profound contribution to our company. We are very eager for you to begin to exert your leadership.

Best regards,


Gregg L. Engles
 

Agreed and accepted:

/s/ Joseph E. Scalzo

Joseph E. Scalzo

/s/ October 7, 2005

Date

EX-10.6

Exhibit 10.6

CHANGE IN CONTROL AGREEMENT

     THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of October _7_, 2005, by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the “Company”), and Joseph E. Scalzo (the “Executive”).

RECITALS

     A. The Board of Directors of the Company (the “Board”) has determined that the interests of the Company will be advanced by providing the key executives of the Company with certain benefits in the event of the termination of employment of any such executive in connection with or following a Change in Control (as hereinafter defined).

     B. The Board believes that such benefits will enable the Company to continue to attract and retain competent and qualified executives, will assure continuity and cooperation of management and will encourage such executives to diligently perform their duties without personal financial concerns, thereby enhancing shareholder value and ensuring a smooth transition.

     C. The Executive is a key executive of the Company.

AGREEMENTS

     NOW, THEREFORE, for good and valuable consideration, including the mutual covenants set forth herein, the parties hereto agree as follows:

     1. Definitions. The following terms shall have the following meanings for purposes of this Agreement.

     “Affiliate” means any entity controlled by, controlling or under common control with, a person or entity.

     “Annual Pay” means the sum of (i) an amount equal to the annual base salary rate payable to the Executive by the Company at the time of termination of his or her employment plus (ii) an amount equal to the target bonus established for the Executive for the Company’s fiscal year in which his or her termination of employment occurs.

     “Cause” means the Executive’s (i) willful and intentional material breach of this Agreement, (ii) willful and intentional misconduct or gross negligence in the performance of, or willful neglect of, the Executive’s duties, which has caused material injury (monetary or otherwise) to the Company, or (iii) conviction of, or plea of nolo contendere to, a felony; provided, however, that no act or omission shall constitute “Cause” for purposes of this Agreement unless the Board or the Chairman of the Board provides to the Executive (a) written

notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes “Cause” and (b) an opportunity, within thirty (30) days following his or her receipt of such notice, to meet in person with the Board or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. Further, no act or omission shall be considered as “willful” or “intentional” if the Executive reasonably believed such acts or omissions were in the best interests of the Company.

     “Change in Control” means (1) any “person” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but specifically excluding the Company, any wholly-owned subsidiary of the Company and/or any employee benefit plan maintained by the Company or any wholly-owned subsidiary of the Company) becomes the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or (2) individuals who currently serve on the Board, or whose election to the Board or nomination for election to the Board was approved by a vote of at least two-thirds (2/3) of the directors who either currently serve on the Board, or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (3) the Company or any subsidiary of the Company shall merge with or consolidate into any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity (or its ultimate parent, if applicable) outstanding immediately after such merger or consolidation; or (4) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, or such a plan is commenced.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Confidential Information” means all information, whether oral or written, previously or hereafter developed, acquired or used by the Company or its subsidiaries and relating to the business of the Company and its subsidiaries that is not generally known to others in the Company’s area of business, including without limitation trade secrets, methods or practices developed by the Company or any of its subsidiaries, financial results or plans, customer or client lists, personnel information, information relating to negotiations with clients or prospective clients, proprietary software, databases, programming or data transmission methods, or copyrighted materials (including without limitation, brochures, layouts, letters, art work, copy, photographs or illustrations). It is expressly understood that the foregoing list shall be illustrative only and is not intended to be an exclusive or exhaustive list of “Confidential Information.”

     “Good Reason” means any of the following events occurring, without the Executive’s prior written consent specifically referring to this Agreement, in connection with or within two (2) years following a Change in Control:

2

     (1) (A) Any reduction in the amount of the Executive’s Annual Pay, (B) any reduction in the amount of Executive’s other incentive compensation opportunities, or (C) any significant reduction in the aggregate value of the Executive’s benefits as in effect from time to time (unless in the case of either B or C, such reduction is pursuant to a general change in compensation or benefits applicable to all similarly situated employees of the Company and its Affiliates);

     (2) (A) the removal of the Executive from the Executive’s position as «Position» of the ultimate parent of the business of the Company or (B) any other significant reduction in the nature or status of the Executive’s duties or responsibilities;

     (3) transfer of the Executive’s principal place of employment to a metropolitan area other than that of the Executive’s place of employment immediately prior to the Change in Control; or

     (4) failure by the Company to obtain the assumption agreement referred to in Section 7 of this Agreement prior to the effectiveness of any succession referred to therein, unless the purchaser, successor or assignee referred to therein is bound to perform this Agreement by operation of law.

     “Termination Pay” means a payment made by the Company to the Executive pursuant to Section 2(a)(ii) or Section 2(b)(ii) hereof.

     2. Benefits.

          (a) Involuntary or Constructive Termination. In the event that the Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause or by the Executive for Good Reason in connection with or within two years after a Change in Control, the Executive shall be entitled to the following payments and other benefits:

               (i) The Company shall pay to the Executive a cash payment in an amount equal to the sum of (A) the Executive’s accrued and unpaid salary as of his or her date of termination of employment, plus (B) his or her accrued and unpaid bonus, if any, for the Company’s prior fiscal year, plus (C) an amount equal to the greater of the following, paid on a pro rata basis for the portion of the year between January 1 and the date of the Executive’s termination of employment: (x) Executive’s target bonus for the year of termination, or (y) the actual bonus to which the Executive would be entitled in the year of termination, plus (D) reimbursement for all expenses reasonably and necessarily incurred by the Executive (in accordance with Company policy) prior to termination in connection with the business of the Company. This amount shall be paid on the date of the Executive’s termination of employment.

               (ii) The Company shall pay to the Executive a cash payment in an amount equal to three (3) times the Executive’s Annual Pay. This amount shall be paid by the Company in accordance with Section 2(e) hereof.

3

               (iii) The Company shall pay to the Executive a cash payment in an amount equal to the sum of (A) the Executive’s unvested account balance under the Company’s 401(k) plan, and (B) three (3) times the amount of the most recent matching contribution that the Company paid into the Executive’s 401(k) account. This amount shall be paid as soon as administratively practicable after the date of the Executive’s termination of employment.

               (iv) The Executive and his or her eligible dependents shall be entitled for a period of two (2) years following his or her date of termination of employment to continued coverage, on the same basis as similarly situated active employees, under the Company’s group health, dental, long-term disability and life insurance plans as in effect from time to time (but not any other welfare benefit plans or any retirement plans); provided that coverage under any particular benefit plan shall expire with respect to the period after the Executive becomes covered under another employer’s plan providing for a similar type of benefit. In the event the Company is unable to provide such coverage on account of any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, the Company shall pay the Executive an amount equal to the cost of such coverage.

               (v) The Company shall pay all costs and expenses, up to a maximum of $50,000, related to outplacement services for the Executive, the provider of which shall be selected by the Executive in his or her sole discretion. This amount shall be paid directly to the provider of such services.

          (b) Voluntary Termination. If, at any time during the 13^th month after a Change in Control, the Executive voluntarily terminates his or her employment with the Company for any reason, the Executive shall be entitled to receive the same payments and benefits as set forth in Sections 2(a)(i) through 2(a)(v) hereof.

          (c) Accelerated Vesting. All of the Executive’s unvested awards under the Company’s stock award plans shall automatically and immediately vest in full upon the occurrence of a Change in Control.

          (d) No Duplication; Other Severance Pay. There shall be no duplication of severance pay in any manner. In this regard, the Executive shall not be entitled to Termination Pay hereunder for more than one position with the Company and its Affiliates. If the Executive is entitled to any notice or payment in lieu of any notice of termination of employment required by Federal, state or local law, including but not limited to the Worker Adjustment and Retraining Notification Act, the severance compensation to which the Executive would otherwise be entitled under this Agreement shall be reduced by the amount of any such payment in lieu of notice. If Executive is entitled to any severance or termination payments under any employment or other agreement (other than stock award agreements) with the Company or any of its Affiliates, the severance compensation to which Executive would otherwise be entitled under this Agreement shall be reduced by the amount of such payment. Except as set forth above, the foregoing payments and benefits shall be in addition to and not in lieu of any payments or benefits to which the Executive and his or her dependents may otherwise be entitled to under the Company’s compensation and employee benefit plans. Nothing herein shall be deemed to restrict the right of

4

the Company from amending or terminating any such plan in a manner generally applicable to similarly situated active employees of the Company and its Affiliates, in which event the Executive shall be entitled to participate on the same basis (including payment of applicable contributions) as similarly situated active executives of the Company and its Affiliates.

          (e) Mutual Release. Termination Pay shall be conditioned upon the execution by the Executive and the Company of a valid mutual release to be prepared by the Company pursuant to which the Executive and the Company shall each mutually release each other, to the maximum extent permitted by law, from any and all claims either party may have against the other that relate to or arise out of the employment or termination of employment of the Executive, except such claims arising under this Agreement, any employee benefit plan, or any other written plan or agreement (a “Mutual Release”). The full amount of Termination Pay shall be paid in a lump sum in cash to the Executive within ten (10) days following receipt by the Company of a Mutual Release which is properly executed by the Executive; provided, however, that in the event applicable law allows the Executive to revoke the Mutual Release for a period of time, and the Mutual Release is not revoked during such period, the full amount of Termination Pay shall be paid to the Executive following the expiration of such period.

     3. Excise Taxes.

          (a) Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution (a “Payment”) by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 3) including, without limitation, vesting of options, would be subject to the excise tax imposed by Section 4999 of the Code, or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount sufficient to pay all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment.

          (b) Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the “Accounting Firm”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-

5

Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

          (c) Contested Taxes. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

               (i) give the Company any information reasonably requested by the Company relating to such claim,

               (ii) take such action in connection with contesting such claims as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order to effectively contest such claim, and

               (iv) permit the Company to participate in any proceedings relating to such claim;

     provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals,

6

proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to the amount of the Gross-Up Payment, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) Refunds. If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Section 3, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

     4. Certain Covenants by the Executive.

          (a) Protection of Confidential Information. The Executive agrees that he or she will not at any time during or following his or her employment by the Company, without the Company’s prior written consent, divulge any Confidential Information to any other person or entity or use any Confidential Information for his or her own benefit. Upon termination of employment, for any reason whatsoever, regardless of whether either party may be at fault, the Executive will return to the Company all physical Confidential Information in the Executive’s possession.

          (b) Nondisclosure of Agreement. The Executive agrees, at all times during his or her employment by the Company, not to disclose or discuss in any manner (whether to individuals inside or outside the Company), the existence or terms of, this Agreement without the prior written consent of the Company, except to the extent required by law.

          (c) Nondisparagement. The Executive and the Company agree that, for so long as the Executive remains employed by the Company, and for a period of two years following the termination of the Executive’s employment, neither the Executive nor the Company will make or authorize any public statement, whether orally or in writing, that disparages the other party hereto with respect to such other party’s business interests or practices; provided, that neither party shall be restricted in connection with statements made in context of any litigation, arbitration or similar proceeding involving the other party hereto.

7

          (d) Extent of Restrictions. The Executive acknowledges that he or she has given careful consideration to the restraints imposed by this Section 4 and he or she fully agrees that the restrictions contained in this Section 4 correctly set forth the understanding of the parties at the time this Agreement is entered into, are reasonable and necessary to protect the legitimate interests of the Company, and that any violation will cause substantial injury to the Company. In the event of any such violation, the Company shall be entitled, in addition to any other remedy, to preliminary or permanent injunctive relief. If any court having jurisdiction shall find that any part of the restrictions set forth in this Agreement are unreasonable in any respect, it is the intent of the parties that the restrictions set forth herein shall not be terminated, but that this Agreement shall remain in full force and effect to the extent (as to time periods and other relevant factors) that the court shall find reasonable.

     5. Tax Withholding. All payments to the Executive under this Agreement will be subject to the withholding of all applicable employment and income taxes.

     6. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

     7. Successors. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company. The Company will require any successor to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place.

     8. Entire Agreement. By executing this Agreement, the Executive agrees that any and all agreements executed between the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary of the Company) and the Executive prior to the date hereof regarding benefits resulting from a Change in Control are hereby nullified and cancelled in their entirety, and this Agreement shall substitute for and fully replace any such prior agreements. This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be modified in any manner except by a written instrument signed by both the Company and the Executive.

8

     9. Notices. Any notice required under this Agreement shall be in writing and shall be delivered by certified mail return receipt requested to each of the parties as follows:

To the Executive:

Joseph E. Scalzo

To the Company:

DEAN FOODS COMPANY

2515 McKinney Avenue, Suite 1200

Dallas, Texas 75201

Attn.: General Counsel

Tel.: 214-303-3400

Fax: 214-303-3499

     10. Governing Law. The provisions of this Agreement shall be construed in accordance of the laws of the State of Delaware, except to the extent preempted by ERISA or other federal laws, as applicable, without reference to the conflicts of laws provisions thereof.

     IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date and year first above written.

DEAN FOODS COMPANY
/s/ Michelle P. Goolsby
Name:	Michelle P. Goolsby
Title:	EVP & General Counsel
/s/ Joseph E. Scalzo
Joseph E. Scalzo

9

EX-10.7

Exhibit 10.7

PROPRIETARY INFORMATION, INVENTIONS
AND NON-COMPETE AGREEMENT

          THIS PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETE AGREEMENT (this “Agreement”), dated as of the _7th___day of October, 2005, between WhiteWave Foods Company a Delaware corporation (“the Company”), having its principal place of business at 1890 North 57^th Court, Boulder, Colorado 80301, and Joseph E. Scalzo (“Employee”).

          WHEREAS, the Company has offered Employee employment as President and Chief Executive Officer of the Company; a position which will result in Employee acquiring substantial knowledge of the operations and practices of the business of the Company;

          WHEREAS, the Company desires to prevent any competitive business from securing or utilizing the services of Employee, to the extent and for the period of Employee’s employment and for a reasonable period thereafter; and

          WHEREAS, as a condition to the employment of Employee, the Company has required that Employee enter into this Agreement.

          NOW, THEREFORE, it is agreed as follows:

          1. Acknowledgments. Employee acknowledges that (i) the Company is engaged in a continuous program of research, development, and production respecting its business throughout the United States and Canada (the foregoing, together with any other businesses in which the Company engages, from the date hereof to the date of the termination of Employee’s employment with the Company, is hereinafter referred to as the “Company Business”); (ii) Employee’s services to the Company will be unique and have significant value to the Company, and Employee may make new contributions and inventions of value to the Company; (iii) Employee’s work for the Company allows Employee access to trade secrets of, and confidential information concerning, Company; (iv) the Company Business is national and international in scope; (v) the Company would not have agreed to employ Employee but for the agreements and covenants contained in this Agreement; and (vi) the agreements and covenants contained in this Agreement are necessary and essential to protect the business, goodwill, and customer relationships that the Company has expended significant resources to develop.

          2. Ownership of Works. The Company shall own all rights, including all trade secrets and copyrights, in and to all discoveries, developments, designs, improvements, inventions, formulas, processes, techniques, know-how and data, whether patentable under patent or registerable under copyright or similar statutes or reduced to practice and all documentation thereof created by Employee, during the time Employee is employed by the Company, whether created during or outside normal business hours or on the Company premises or at some other location and that: (i) directly relate to or are derived from the Company Business; and (ii) result from or are derived from any task or work assigned to Employee or work performed by Employee for the Company (collectively, “Works”). To the extent that any Works do not qualify as works made for hire under U.S. copyright law, this

1

Agreement shall constitute an irrevocable assignment by Employee to the Company of the ownership of, and rights of copyright in, Works. Employee agrees to give the Company or its designees all assistance reasonably required to protect such rights.

          3. Inventions. If Employee individually or jointly makes, conceives of, or reduces to practice any invention, technique, recipe, process, improvement, modification, development, documentation, data, design, idea, discovery, trademark, trade secret, formula, process, or other know-how, whether patentable or not, in the course of performing services for the Company, that directly relates to the Company Business (collectively, “Inventions”), Employee will and hereby does assign to the Company Employee’s entire right, title and interest in and to such Inventions. Employee agrees that all Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. Employee will disclose any such Inventions (to the extent Employee knows such inventions are “Inventions” as defined herein) to an officer of the Company and will, upon request, promptly sign a specific assignment of title to the Company and do anything else reasonably necessary without additional compensation to enable the Company to secure patent, trade secret, or any other proprietary rights in the United States or foreign countries. Employee agrees to execute any documents deemed necessary or advisable by the Company to effect the terms of this paragraph. Employee agrees that after termination of employment with the Company Employee shall not use any Inventions, except in furtherance of the Company Business and except to the extent such Inventions are in the public domain through no fault of Employee.

          4. Non-Disclosure. Employee recognizes that the Company competes in a highly competitive field and that the Company possesses and will continue to possess information of commercial value that relates to the Company Business, including but not limited to trade secrets, technical and scientific information, financial business information, processes, recipes, formulas, data, know-how, improvements, inventions, product concepts, discoveries, developments, designs, inventions, techniques, marketing plans, strategies, forecasts, new products, blueprints, specifications, programs, ideas, customer lists, vendor lists, pricing and other structures, marketing and business strategies, budgets, projections, licenses, costs, financial data, and plans, proposals and information about the Company’s employees and/or consultants (collectively, “Proprietary Information”). Notwithstanding the foregoing, Proprietary Information shall not include information that is publicly available when received, or thereafter becomes publicly available through no fault of Employee or is otherwise disclosed by the Company to another party without obligation of confidentiality. Employee agrees that the Proprietary Information constitutes a unique and valuable asset which is essential to the Company’s business success, and that any release of Proprietary Information would be harmful to the Company and/or its customers. To protect the Company’s Proprietary Information, Employee agrees that at all times, including during and after the term of Employee’s employment, Employee will not disclose to any person, firm, company, or corporation or use for Employee’s own benefit or for the benefit of any third party (except in furtherance of Company Business or affairs of the Company) any and all Proprietary Information that Employee may have acquired in the course of or as an incident to Employee’s employment with the Company. Employee further agrees to take all reasonable precautions to protect against the intentional, negligent, or inadvertent disclosure by Employee of the Company’s Proprietary

2

Information to any other person or business entity, except in furtherance of the Company Business.

          5. Non-Competition. Employee understands and agrees that during Employee’s employment with the Company, Employee will be provided access to specialized information related to Company Business and trade secrets, as well as the Company’s customers and their confidential information. Employee further agrees that if this information were used in competition against the Company, the Company would experience serious harm and the competitor would have a unique advantage against the Company. Employee hereby covenants and agrees that (A) at no time during Employee’s employment with the Company and (B) at no time until the two years from the date of Employee’s termination (the “Non-Compete Period”), will Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder or otherwise, any Competing Business in any geographic territory (within or outside the United States) in which the Company does business; or (ii) act in any way, directly or indirectly, on behalf of any Competing Business, with the purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, or good will of the Company.

The foregoing provisions shall not restrict Employee from (i) owning up to a 2% interest in a publicly traded company which is or engages in a Competing Business or (ii) acting as an officer, employee, agent, independent contractor or consultant to any company or business which engages in multiple lines of business, one or more of which may be a Competing Business, if Employee has no direct or indirect involvement, oversight or responsibility with respect to the unit, division, group or other area of operations which cause such company or business to be a Competing Business.

A “Competing Business” shall mean a company or business which is engaged, or intends to engage in, the manufacture, distribution, sale or marketing of any products which compete directly with the Company’s products or the Company Business.

Employee acknowledges that this covenant has a unique, substantial, and immeasurable value to the Company.

Employee further acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes §8-2-113(2):

“Any covenant not to compete which restricts the right of any person to receive compensation for performance of skilled or unskilled labor for any employer shall be void, but this subsection (2) shall not apply to:

(a) Any contract for the purchase and sale of a business or the assets of a business;

(b) Any contract for the protection of trade secrets;

3

(c) Any contract provision providing for the recovery of the expense of educating and training an employee who has served an employer for a period of less than two years;

(d) Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel.”

Employee acknowledges that this Agreement is executed for the protection of trade secrets under §8-2-113(2)(b), and is intended to protect the confidential information and trade secrets of the Company. Employee also acknowledges that he or she is an executive or manager within the meaning of §8-2-113(2)(d).

Notwithstanding the foregoing, the restrictions of this Section 5 shall terminate immediately if your employment with the Company is involuntarily terminated by the Company without “Cause.” “Cause” shall mean: (a) conviction of Employee of any crime deemed by the Company to make continued employment untenable; (b) any act of gross negligence or willful misconduct in the conduct of your employment; (c) any act of dishonesty on the part of Employee whether relating to the Company or any of its subsidiaries, its affiliates, employees, agents or otherwise; (d) failure by Employee to comply with the Dean Foods Code of Ethics, or any conduct of Employee which brings the Company or any of its affiliates into disrepute, in each case as determined by the Board of Directors.

          6. Non-Solicitation. Employee hereby covenants and agrees that at no time during Employee’s employment with the Company and during the Non-Compete Period, will Employee (i) recruit, hire, assist or solicit, directly or indirectly, any of the Company’s employees to leave the employ of the Company or (ii) solicit any customer or prospective customer of the Company for the purpose of (1) inducing or otherwise intending to cause such customer or prospective customer to alter or end its business relationship with the Company or (2) interfering with the Company’s business relationship with such customer or prospective customer. For the purposes of this Agreement, “customer” shall mean any company that was a customer of the Company at any time during the term of Employee’s employment with the Company, and “prospective customer” shall mean any company that, to Employee’s knowledge, was actively solicited by the Company at any time during the term of Employee’s employment with the Company.

          7. Remedies. Employee acknowledges, understands, and agrees that the restrictions contained in Paragraphs 2, 3, 4, 5, and 6 of this Agreement are reasonable, fair, and equitable in scope, terms, geographic area and duration, are necessary to protect the legitimate business interests and good will of the Company, and are a material inducement to the Company to employ Employee and to enter into this Agreement, and that any breach or threatened breach of such restrictions would cause the Company substantial and irreparable harm for which there is no adequate remedy at law. Therefore, Employee agrees that in the event of any such breach, any unvested stock options, restricted stock awards or other equity grants shall be immediately canceled and all of Employee’s rights thereunder shall be immediately terminated. In addition, if the Company deems such action warranted by the particular circumstances, the Company shall be entitled to equitable relief including, but not

4

limited to, temporary, preliminary, and permanent injunctive relief, including the issuance of a temporary restraining order, in order to secure the specific performance of this Agreement without the necessity of posting bond or security, which Employee expressly waives. Employee agrees that the rights of the Company to obtain injunctive relief shall not be considered a waiver of the Company’s rights to seek any other remedies it may have at law or in equity.

          The restrictions set forth herein shall be construed as a series of separate and severable covenants. Employee agrees that if in any proceeding, the tribunal refuses to enforce fully any covenants contained herein because such covenants cover too extensive a geographic area or too long a period of time or for any other reason whatsoever, any such covenant shall be considered divisible both as to duration and geographic area so that each month of a specified period shall be deemed a separate period of time and each county in each particular state (or such other geographic subdivision as the tribunal determines is reasonable) a separate geographic area, resulting in an intended requirement that the longest lesser period of time or the largest lesser geographic area found by such tribunal to be a reasonable restriction shall remain an effective restrictive covenant specifically enforceable against Employee. Further, the covenants contained in Paragraphs 2, 3, 4, 5, and 6 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Company or any of its employees, agents, shareholders, directors, or officers, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by the Company of any of these covenants.

          8. Return of Records. Upon termination of employment, Employee agrees to return to the Company all documents (whether electronic or written), notes, drawings, data, records, materials and other property of whatever nature received from or created for the Company, and any and all copies thereof including, but not limited to, those documents, records, and materials containing or relating to Proprietary Information. Employee agrees that all such documents that are currently in Employee’s possession or control or which may come into Employee’s possession or control in the future shall be the property of the Company.

          9. Miscellaneous.

               (a) Severability. Nothing in this Agreement shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any law, statute, ordinance, order or regulation, the latter shall prevail, but in the event of any conflict, any provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within applicable legal requirements. If any provision of this Agreement should be held invalid or unenforceable, the remaining provisions shall be unaffected by the holding.

               (b) Complete Agreement. This Agreement contains the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, relating to the subject matter hereof. It may not be modified, except in a written document executed by both parties to this Agreement.

5

               (c) Other Agreements. Employee represents and warrants that Employee is not a party to or bound by the provisions of any other agreement which would prevent or impair Employee’s ability to render services to the Company and that Employee’s entering into this Agreement. The parties hereto each represent and warrant to the other party that the performance of any obligations hereunder by such party will not violate the provisions of, or cause such party to be in default under, any other agreement or contract to which such party is a party or by which such party is bound.

               (d) Paragraph Headings. The paragraph headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

               (e) Governing Law. This Agreement shall be governed by and this Agreement and any disputes or controversies related hereto shall be construed in accordance with the laws of the State of Colorado, excluding any choice of law provisions that would apply the laws of any other jurisdiction.

               (f) Waiver. No delay on the part of either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of any right, power, or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

               (g) Assignment. This Agreement and Employee’s rights and obligations hereunder may not be assigned by Employee. The Company may, without Employee’s consent, assign its rights, together with its obligations, under this Agreement.

               (h) Period of Employment. As used herein, the period of employment includes any time in which Employee is retained by the Company as an employee, director, or consultant.

               (i) Counterparts. This Agreement may be entered into in two or more counterparts, each of which shall be deemed an original, and together shall be deemed to be one and the same instrument.

          IN WITNESS WHEREOF, the parties have executed and delivered this Proprietary Information, Inventions and Non-Compete Agreement as of the date first set forth above.

EMPLOYEE	WHITEWAVE FOODS COMPANY
/s/ Joseph E. Scalzo	By: /s/Roger Theodoredis
JOSEPH E. SCALZO

6

EX-10.8

Exhibit 10.8

DEAN FOODS COMPANY

NONQUALIFIED STOCK OPTION AGREEMENT

SPECIAL INDUCEMENT GRANT

     THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo (the “Grantee”).

WITNESSETH:

     WHEREAS, the Company has engaged the Grantee to serve as President of WhiteWave Foods Company, a wholly-owned subsidiary of the Company (“WhiteWave”), and as an inducement, the Company agreed to grant certain stock options to the Grantee; and

     WHEREAS, the award hereby granted is intended to be an inducement grant, as defined by the New York Stock Exchange, which grant shall be a grant of unregistered stock options not under a shareholder-approved equity award plan.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to the Grantee to accept the position of President of WhiteWave, and to promote the success of the business of WhiteWave, the parties hereby agree as follows:

     1. Definitions. As used herein, the following definitions shall apply:

          “Cause” shall mean: (a) conviction of any crime deemed by the Company to make the Grantee’s continued employment untenable; (b) any act of gross negligence or willful misconduct in the conduct of the Grantee’s employment; (c) committing any act of dishonesty whether relating to the Company or any of its Subsidiaries, their respective employees, agents or otherwise; or (d) the Grantee’s failure to comply with the Company’s Code of Ethics, or any conduct which brings the Company or any of its affiliates into disrepute, in each case as determined by the Board of Directors of the Company.

          “Change in Control” means (1) any “person” (as such term is used in Section 13(d) of the Exchange Act, but specifically excluding the Company, any wholly-owned subsidiary of the Company, and/or any employee benefit plan maintained by the Company or any wholly-owned subsidiary of the Company) becomes the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or (2) during any period of two (2) consecutive years (not including any period prior to the effective date of this amendment and restatement), individuals who at the beginning of such period constitute the members of the Board of Directors and any new director, whose election to the Board of Directors or nomination for election to the Board of Directors by the Company’s stockholders was approved by a vote of at least two-thirds (?) of the directors then still in office who either were directors at the beginning of the period or

2005 Special Inducement Grant

whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; or (3) the Company or any Subsidiary shall merge with or consolidate into any other company, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity (or its ultimate parent, if applicable) outstanding immediately after such merger or consolidation; or (4) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets or such a plan is commenced.

          “Common Stock” means the common stock, $.01 par value per share, of the Company. Except as otherwise provided herein, all Common Stock issued pursuant to the exercise of this Option shall have the same rights as all other issued and outstanding shares of Common Stock, including but not limited to voting rights, the right to dividends, if declared and paid, and the right to pro rata distributions of the Company’s assets in the event of liquidation.

          “Company” means Dean Foods Company, a Delaware corporation, formerly known as Suiza Foods Corporation.

          “Date of Grant” shall have the meaning set forth in section 2 hereof.

          “Exercise Price” shall have the meaning set forth in section 2 hereof.

          “Grantee” shall mean Joseph E. Scalzo.

          “Immediate Family Members” shall have the meaning set forth in section 7 hereof.

          “Notice of Grant” shall have the meaning set forth in the preamble hereto.

          “Option” shall have the meaning set forth in section 2 hereof .

          “Qualifying Retirement” means retirement by Grantee from employment or other service to the Company or any Subsidiary after Grantee reaches the age of 65.

          “Subsidiary” means any now existing or hereinafter organized or acquired company of which more than fifty percent (50%) of the issued and outstanding voting interests are owned or controlled directly or indirectly by the Company or through one or more Subsidiaries of the Company.

          “WhiteWave” shall have the meaning set forth in the recitals herein.

     2. Grant of Option. The Company hereby grants to the Grantee, effective as of the date shown on the Notice of Grant (the “Date of Grant”), and on the terms and subject to the conditions, limitations and restrictions set forth in this Agreement, an option (the “Option”) to purchase all or any portion of the number of shares shown on the Notice of Grant for the per

2005 Special Inducement Grant

2

share price shown on the Notice of Grant (the “Exercise Price”). The Grantee hereby accepts the Option from the Company.

     3. Vesting. The shares of Common Stock subject to the Option shall vest ratably in three equal annual increments commencing on the first anniversary of the Date of Grant. In addition to the vesting provisions contained in the foregoing sentence, the shares of Common Stock subject to the Option shall also be subject to the following vesting provisions:

          (a) Each unvested share of Common Stock subject to the Option shall immediately vest in full upon the death of the Grantee;

          (b) Each share of Common Stock subject to the Option shall immediately vest in full upon a Change in Control;

          (c) Each unvested share subject to this Option shall immediately vest in full upon the permanent and total disability (as defined within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986) of the Grantee; and

          (d) In the event of the Qualifying Retirement of the Grantee, all unvested shares subject to this Option shall automatically vest in full as of the effective date of the Grantee’s Qualifying Retirement.

     4. Exercise. In order to exercise the Option with respect to any vested portion, the Grantee shall notify the Company in writing, either sent to the Corporate Secretary’s attention at the Company’s principal office or via the internet through E*Trade (the Company’s plan broker) at www.etrade.com. At the time of exercise, the Grantee shall pay to the Company the Exercise Price times the number of vested shares as to which the Option is being exercised. The Option will not be deemed to be exercised and shares will not be issued until the applicable Exercise Price is received by the Company. The Grantee shall make such payment in cash, check or wire transfer or, at the discretion of the Committee, in shares of Common Stock already owned by the Grantee.

          If the shares to be purchased are covered by an effective registration statement under the Securities Act of 1933, as amended, the Option may be exercised by a broker-dealer acting on behalf of the Grantee if (a) the broker-dealer has received from the Company confirmation of the existence and validity of the Option to be exercised, and the Company has received instructions from the Grantee requesting the Company to deliver the shares of Common Stock subject to such option to the broker-dealer on behalf of the Grantee and specifying the account into which such shares should be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Grantee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision, and any other applicable regulations.

     5. Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) 60 days after any termination of the Grantee’s employment with the Company or any Subsidiary for any reason other than death,

2005 Special Inducement Grant

3

Qualifying Retirement or permanent and total disability, or (c) 12 months following the date the Grantee ceases to be an employee of the Company or a Subsidiary, if such cessation of service is due to the death or permanent and total disability of the Grantee. Options held by Grantee upon his Qualifying Retirement will remain exercisable until the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of the Grantee’s death. Upon the death of Grantee, any vested Option exercisable on the date of death may be exercised by the Grantee’s estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of the death of Grantee, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of the Grantee’s death. Notwithstanding any provision of this Agreement to the contrary, Grantee may not, under any circumstances, exercise a vested Option following termination of employment if Grantee is discharged for Cause.

     6. Tax Withholding. Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with any of the shares of Common Stock subject hereto.

     7. Transfer of Option. The Option shall be transferable only by will or the laws of descent and distribution and the Option shall be exercisable during the Grantee’s lifetime only by such Grantee; provided, however, that the Grantee may transfer his Option without consideration, to (i) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts, or to a guardian under the Uniform Gift to Minors Act, for the exclusive benefit of such Immediate Family Members, or (iii) a partnership or other entity in which such Immediate Family Members are the only partners, provided that subsequent transfers of the transferred Option shall be prohibited except by will or the laws of descent and distribution. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that, for purposes of this Agreement and the vesting and expiration provisions hereof, the term “Grantee” shall be deemed to refer to the transferee (however, the events of termination of employment, if any, set forth in this Agreement and the obligation to pay withholding taxes shall continue to apply to the transferor).

     8. Certain Legal Restrictions. The Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Company of any additional shares of Common Stock to the Grantee, the Company may require the Grantee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Company shall not be liable for refusing to sell or issue any shares if the Company cannot obtain authority from the appropriate regulatory bodies deemed by the Company to be necessary to lawfully sell or issue such shares. In addition, the Company shall have no obligation to the Grantee, express or implied, to list, register or otherwise qualify any of the Grantee’s shares of Common Stock.

2005 Special Inducement Grant

4

     9. Modification of Award. At any time and from time to time, the Board of Directors or the Compensation Committee of the Board of Directors may execute an instrument providing for modification, extension or renewal of this award, provided that no such modification, extension or renewal shall (a) impair the award without the consent of the Grantee, or (b) decrease the Exercise Price without the consent of the stockholders of the Company. In the event that each of the outstanding shares of Common Stock (other than shares held by dissenting stockholders) shall be changed into or exchanged for a different number or kind of shares of stock of the Company or of another company (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares or otherwise), or in the event a stock split or stock dividend or similar transaction occurs, then there shall be substituted for each share of Common Stock then subject to this Option, the number and kind of shares of stock into which each outstanding share of Common Stock (other than shares held by dissenting stockholders) shall be so changed or exchanged, or the number of shares of Common Stock as is equitably required in the event of a stock split or stock dividend or similar transaction, together with an appropriate adjustment of the Exercise Price. The Board of Directors of the Company may, but shall not be required to, provide additional anti-dilution protection to the Grantee.

     10. Miscellaneous.

          (a) No ISO Treatment. The Option is intended to be a non-qualified stock option under applicable tax laws, and it is not to be characterized or treated as an incentive stock option under such laws.

          (b) No Guaranteed Employment. The granting of the Option shall impose no obligation upon the Grantee to exercise the Option or any part thereof. Nothing contained in this Agreement shall affect the right of the Company to terminate the Grantee at any time, with or without Cause, or shall be deemed to create any rights to employment on the part of the Grantee. The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company and the Grantee, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Company and the Grantee; to the extent there is a conflict between this Agreement and such an employment contract, the employment contract shall govern and take priority.

          (c) No Stockholder Rights. Neither the Grantee nor any person claiming under or through the Grantee shall be or shall have any of the rights or privileges of a stockholder of the Company in respect of any of the shares issuable upon the exercise of the Option herein unless and until certificates representing such shares shall have been issued and delivered to the Grantee or such Grantee’s agent.

          (d) Notices. Any notice to be given to the Company under the terms of this Agreement or any delivery of the Option to the Company shall be addressed to the Company at its principal executive offices, and any notice to be given to the Grantee shall be addressed to the Grantee at the address set forth on the attached Notice of Grant, or at such other address for a

2005 Special Inducement Grant

5

party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.

          (e) Binding Agreement. Subject to the limitations in this Agreement on the transferability by the Grantee of the Option and any shares of Common Stock, this Agreement shall be binding upon and inure to the benefit of the representatives, executors, successors or beneficiaries of the parties hereto.

          (f)Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof.

          (g) Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives.

          (h) Interpretation. All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

          (i) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

          (j) No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

          (k) Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

          (l) Relief. In addition to all other rights or remedies available at law or in equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin any violation of the provisions of this Agreement.

2005 Special Inducement Grant

6

EX-10.9

Exhibit 10.9

EMPLOYMENT AND RELEASE AGREEMENT

     Effective this 7^th day of November, 2005, (the “Effective Date”), Dean Foods Company, together with each of its subsidiaries and affiliates, (hereinafter collectively referred to as the “Company”) and Barry Fromberg (the “Executive”) agree and represent as follows:

     WHEREAS, the Executive has decided to retire, and the Executive and the Company desire a smooth transition;

     WHEREAS, the Company and the Executive have agreed on a transition plan to allow the Executive to complete certain projects and responsibilities for the Company and to allow the Company to begin searching for Executive’s replacement and the Executive has agreed to remain employed to facilitate this transition;

     WHEREAS, the Executive has agreed to remain in his position until his successor is selected and until the Company’s 2005 financial statements are finalized, but in no event later than April 1, 2006.

     WHEREAS, the parties agree and wish to ensure that they have amicably resolved and settled all possible differences, claims, or matters pertaining to, arising from, or associated with Executive’s employment with the Company and subsequent retirement;

     THEREFORE, the parties mutually agree to enter into this Employment and Release Agreement (the “Agreement”) and agree as follows:

     1. Employment

            (a) Employment Term. Subject to the terms and conditions of this Agreement, the Company agrees to continue to employ the Executive as its Chief Financial Officer, and the Executive agrees to continue to perform the duties associated with that position diligently and to the reasonable satisfaction of the Company’s Chief Executive Officer from the Effective Date until April 1, 2006 (the “Employment Term”). The Executive will devote his full business time, attention and energies to the business of the Company during the Employment Term. The Executive will report to the Chief Executive Officer of the Company and will comply with the policies and guidelines established by the Company from time to time.

            (b) Compensation. During the Employment Term, the Company will pay the Executive at his current base salary rate of $435,000 per year, payable biweekly or semi-monthly in accordance with the payroll practices of the Company in effect from time to time. The Executive shall also, during the Employment Term be eligible to participate in the bonus program the Company makes available to similarly situated executives from time to time. The Executive’s Target Bonus percentage under the program shall continue to be 65%. All of the Executive’s compensation under this Agreement will be subject to deduction and withholding authorized or required by applicable law. The Executive and the Company agree that, during the Employment

Term, the Executive will not be eligible for any further equity grants or other new incentive benefits other than those he currently has a right to receive.

            (c) Executive Benefits. Beginning on the Effective Date and thereafter during the Employment Term, the Company will provide to the Executive such fringe benefits, perquisites, paid time off and other benefits that the Company provides to its similarly situated executives. The Company will reimburse the Executive for reasonable out-of-pocket business expenses incurred and documented in accordance with the policies of the Company in effect from time to time.

            (d) Termination. During the Employment Term, the Company may terminate this Agreement only with Cause (as defined below) by giving 15 days written notice of termination to the Executive. If the Executive voluntarily terminates his employment before April 1, 2006, or the Company terminates the Executive’s employment with Cause, the Company will have no obligation to pay the Executive the compensation described in section 4 or any other compensation except as required by state or federal law.

            (e) “Cause.” “Cause” means the Executive’s (i) willful and intentional material breach of this Agreement, which results in material injury (monetary or otherwise) to the Company (ii) willful and intentional misconduct or gross negligence in the performance of, or willful neglect of, the Executive’s duties, which has caused material injury (monetary or otherwise) to the Company, (iii) material violation of the Company’s Code of Ethics, or (iv) conviction of, or plea of nolo contendere to, a felony; provided, however, that no act or omission shall be grounds for a determination of “Cause” for purposes of this Agreement unless the Board or the Chairman of the Board provides to the Executive (a) written notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes “Cause” and (b) an opportunity, within thirty (30) days following his or her receipt of such notice, to meet in person with the Board or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board prior to a final decision by the Board.

     2. Retirement. The parties acknowledge that the Executive will resign his employment and any officer or director position he holds with the Company or any of its affiliates, effective April 1, 2006 (the “Retirement Date”). After the Retirement Date, the Executive agrees to make himself available to assist the Company concerning any transition issues that may arise and/or to answer any questions his successor may have regarding the Company’s financial statements or financial accounting practices and procedures. As set forth more fully below and in consideration for the execution of this Agreement, including but not limited to the Executive’s agreement to continue in his position until the Retirement Date, the Executive’s agreement to assist with transitional issues after the Retirement Date, the mutual release and waiver of all claims described more fully in section 9 hereof and the Executive’s agreement to comply with the terms of sections 6 and 7 of this Agreement, the Executive shall receive payments and consideration described in section 4

     3. Final Paycheck and Paid Time Off and/or Vacation Pay. The Company and the Executive agree that the Executive shall receive all earned but unpaid salary and unused paid time off (which includes vacation pay) through the Retirement Date as required by state law.

2

     4. Payments and Other Consideration.

            (a) The Company shall pay and provide the Executive the following amounts and items:

                        (1) Cash Payments. Provided the Executive delivers to the Company a Release and Waiver in substantially the same form as section 9 below, this Agreement has not been terminated for Cause by the Company and the Executive has not revoked the Agreement, the Company agrees to pay and provide the following cash, less applicable taxes required to be withheld and any authorized deductions, and other consideration, which the Executive acknowledges he is not otherwise entitled to receive, as follows:

                                    a. October 15, 2006 (2 Years Base Salary) — $870,000

                                    b. October 15, 2006 (2 Years Target Bonus) — $565,500

                                    c. October 15, 2006 (Benefit Advance) — $24,000

                                    d. April 15, 2006 (Payment for Unvested Equity) — All options and stock units previously granted to the Executive and not yet vested as of April 1, 2006 will be cancelled on that date. On or before April 15, 2006, the Company will make a cash payment to the Executive that is intended to compensate the Executive for the value of the stock options and stock units (“SUs”) that were previously granted and were scheduled to vest at any time after April 1, 2006 through 2008 (“Unvested SUs”), all as summarized on Schedule A attached hereto. For unvested options, the amount of such payment will be calculated by multiplying the difference between the Market Price (as defined below) of the Company’s stock and the strike price of the associated option, times the number of shares underlying such options. If the strike price is above the Market Price, no payment will be made for those “under water” options. For the Unvested SUs scheduled to vest during the period after April 1, 2006 through 2008, the amount of such payment will be equal to the Market Price of the Company’s stock times the numbers of such Unvested SUs. For purposes of this Agreement, the Market Price will be the highest closing price of the Company’s common stock during the thirty (30) trading days through and including March 31, 2006. The parties hereby agree that for purposes of determining which SUs are scheduled to vest during the period after April 1, 2006 through 2008, in the event that on or before April 1, 2006, the Stock Performance Target is achieved under Section 2(b) of the Restricted Stock Unit Award Agreement for any SU grant, then such all SUs for such grant that are unvested shall be deemed to vest during the period after April 1, 2006 through 2008.

                                    e. On October 15, 2006, the Company will make a cash payment to the Executive in an amount equal to three (3) times the amount of the matching contribution that the Company paid or will pay into the Executive’s 401(k) account for calendar year 2005.

3

                                    f. March 15, 2007 (Pro-rated 2006 Bonus) — The Executive’s pro-rated target bonus for the 3 months of his employment in 2006 based on the Company’s existing incentive bonus program. The bonus will be calculated as follows: 2006 Base Salary x Target Bonus Percentage x Payout Factor x 3/12. The parties understand and acknowledge that the Executive’s pro-rated 2006 Bonus, if any, will be calculated and paid in the same manner and fashion as for other similarly situated executive vice presidents of the Company.

                                    g. The Executive will also be eligible to receive payments under the Company’s Supplemental Executive Retirement Plan for all compensation earned or paid through the Retirement Date, including all payments to be made in 2007 for compensation earned in 2006. The Executive will receive supplemental payments in the same manner, and amount and at the same time as other similarly situated executives.

                        (2) Equity. The Executive and the Company acknowledge that the options to purchase shares of common stock of the Company and SUs of the Company previously granted to Executive will continue to vest in accordance with their terms until April 1, 2006. All such options which are currently vested or which are scheduled to vest before April 1, 2006 may be exercised in accordance with their terms at any time after such vesting and on or before the sixtieth (60th) day following the April 1, 2006. The terms of the stock plans and award agreements will continue to be in effect and are incorporated into this Agreement by reference. The Company, on behalf of the Executive, will file a Form 4 — Statement of Changes in Beneficial Ownership of Securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) within two (2) business days of the cancellation of Executive’s stock options and SUs pursuant to this paragraph 4(a)(1)(d). The Company, on behalf of the Executive, will also file a Form 4 when appropriate to indicate that the Executive is no longer a reporting person or “insider” subject to the obligations of Section 16 of the Exchange Act.

                        (3) Employee Benefits.

                                    a. Health, Vision and Dental Benefits. The Executive’s current health, dental and vision coverage will terminate effective on the Retirement Date. The Executive may elect COBRA continuation coverage pursuant to the COBRA materials that have been or will be provided to Executive by the Company through a third-party service provider under separate cover.

                                    b. Other Welfare Benefits. The Executive may elect, at the Executive’s own expense, conversion of any other welfare benefits to the extent such conversion is available to similarly situated employees of the Company. Executive acknowledges that, following the Retirement Date, the Executive has no right to continued participation as an employee of the Company in any Company-sponsored benefit plans, other than as set forth in this Agreement.

4

                                    c. Retirement Plans. The Executive shall be deemed fully vested in all Company sponsored retirement plans as of the Retirement Date. The Executive may make any additional contributions into any Company-sponsored retirement plan, including any 401(k) plan, prior to April 1, 2006, and the Company will contribute to any Company-sponsored retirement plan on Executive’s behalf with respect to any amounts paid to Executive for services performed on or before the Retirement Date according to the terms of the applicable plan. Executive understands and agrees that Executive may not make any additional contributions into any Company-sponsored retirement plan, including any 401(k) plan, nor will the Company contribute to any Company-sponsored retirement plan on Executive’s behalf with respect to any amounts paid to Executive other than for services performed on or before the Retirement Date. Executive acknowledges that Executive’s rights to distributions of funds held on Executive’s behalf in any Company-sponsored retirement plan, including any non-qualified deferred compensation plan, will continue to be governed by such plan, with the terms of such plan or plans incorporated into this Agreement by reference.

                                    d. Executive Stock Purchase Participation. Prior to the Retirement Date, Executive will be eligible to purchase Company stock through the Company’s Employee Stock Purchase Plan (“ESPP”). The Executive shall be deemed fully vested in all shares purchased under the ESPP as of the Retirement Date, including the discounted portion of the purchase price. The Executive understands and agrees that after the Retirement Date, Executive will not be eligible to purchase Company stock through the Company’s Employee Stock Purchase Plan (“ESPP”). Executive acknowledges that Executive’s rights to distribution of any stock previously purchased under the ESPP will continue to be governed by such plan, with the terms of such plans incorporated into this Agreement by reference.

                                    e. Annual Physical. The Company will provide Executive with an annual physical conducted by the Cooper Clinic in 2006 and 2007, such physical to be of the same type and extent as for other similarly situated executive vice presidents of the Company and at the Company’s expense.

                                    f. Other Benefits. Executive acknowledges that Executive is waiving Executive’s rights, if any, to continued participation in any other Company-sponsored benefit plans, other than as stated in this Agreement. For the avoidance of doubt, through March 31, 2006, the Executive shall continue to participate in the Company’s Post-2004 Executive Deferred Compensation Plan and shall receive all contributions under such plan with respect to that period.

            (b) Executive acknowledges that the cash payments to be paid by the Company pursuant to subsections 4(a)(1) and 4(a)(2) will be reported to the Internal Revenue Service and other appropriate taxing authorities as income and will be subject to withholding to the extent required by law.

            (c) Executive hereby acknowledges that the payments under subsection 4(a)(1) and 4(a)(2) do not entitle Executive to, and Executive specifically

5

waives any rights to, any and all Company vacation, paid-time off, and bonuses including, but not limited to, holiday, merit, or performance bonuses after the Retirement Date, except as otherwise provided herein.

            (d) The Executive consents to and agrees that the Company may offset from the payments under subsections 4(a)(1) and 4(a)(2) any business expenses or other debts owed by the Executive to the Company that have not been reconciled to the Company’s satisfaction, and the cost of any Company property that has not been returned by Executive to the Company, as of the date of execution of this Agreement.

     5. Property of the Company. The Executive hereby agrees to return and will certify that he has returned any and all computer programs and/or data disks, files, records, or information of any sort with regard to such confidential information, trade secrets, or any other business of the Company. The Executive further agrees to return and will certify that Executive has returned all other property of the Company to the Company, including vehicles or all keys, security passes or other means of access to the Company’s plants or other facilities. Notwithstanding the foregoing, the Executive shall be entitled to retain his personal computer, cell phone, Blackberry wireless device and related equipment.

     6. Nondisparagement. The Company and the Executive agree that neither party will make or cause to be made any statements, observations or opinions, or communicate any information (whether oral or written) that disparages or is likely in any way to harm the reputation of the other party.

     7. Restrictive Covenants.

            (a) No solicitation of employees. The Executive agrees that during the term of this Agreement and for a period of twenty four (24) months following the Retirement Date, the Executive will not, either directly or indirectly, induce or encourage any employees of Company to terminate their relationship with Company in order to join any company or enterprise with which the Executive is affiliated, whether as an employee, consultant, stockholder, director or otherwise, without prior written consent of the Company’s Chief Executive Officer.

            (b) No solicitation of customers. The Executive agrees that during the term of this Agreement and for a period of twenty four (24) months following the Retirement Date, the Executive will not: approach, consult, solicit business from, or contact or otherwise communicate, directly or indirectly, in any way, with any customer or broker of the Company to convince such customer or broker to change or alter the customer’s or broker’s existing or prospective contractual terms and conditions with the Company. The Executive may request that the Company waive this restriction; however, the Company will have sole discretion as to whether this restrictive covenant will be waived.

            (c) Nondisclosure and Confidentiality. The Executive covenants not to use or impart to any other person, corporation, or entity any trade secrets or confidential information that he has acquired while an employee of the Company, except as may be required by law or judicial process. The Executive agrees and acknowledges that such matters include, but are not limited to certain personnel, business, financial, technical and other proprietary information and materials, as well as

6

any sales, marketing, financial data, or strategic planning information that relates to any business activities of the Company, its subsidiaries and affiliates. The Executive further agrees that, in the event it appears that he will be compelled by law or judicial process to disclose any such confidential information to avoid potential liability, he will notify the Company in writing immediately upon his receipt of a subpoena or other legal process.

     8. Remedies. The Executive acknowledges that the Company is engaged in a highly competitive business and that the trade secrets and confidential information referred to in section 7 above are of great significance in the various markets in which it is active. The Executive further agrees that the restrictions contained in section 7 above are reasonable and necessary in order to protect the good will and legitimate business interests of the Company and that any violation thereof would result in irreparable injury to the Company. The Executive further acknowledges and agrees that, in the event of any violation thereof, the Company shall be authorized and entitled to obtain from any court of competent jurisdiction temporary, preliminary, and/or permanent injunctive relief as well as an equitable accounting of all profits and benefits arising out of such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Additionally, in the event that the Executive breaches any of the covenants and restrictions contained in section 7 of this Agreement, the Company shall have the right to immediately cease making further payments provided for by this Agreement and shall have the right to collect the amounts previously paid to the Executive. The Executive agrees that the exercise of such rights by Company shall not make this Agreement or any release contained herein void or voidable. In any action to enforce this Agreement, the prevailing party shall be awarded all reasonable attorney’s fees and costs.

     9. Mutual Release and Waiver of All Claims. The Executive, and for his heirs, executors, and assigns, does hereby discharge and release the Company, its predecessors and affiliates, including but not limited to Dean Foods Company, its shareholders, representatives, agents, associates, servants, employees, attorneys, officers, directors, trustees, successors and assigns, from any and all liability or responsibility for all grievances, disputes, actions, and claims at law or equity, sounding in contract or tort, whether under any state or federal statutory or common law, arising out of or related in any way to the Executive’s employment with and termination from employment with the Company, including but not limited to claims for wrongful discharge, unlawful discrimination, retaliation, breach of contract (express or implied), intentional or negligent infliction of emotional distress, negligence, defamation, duress, fraud, or misrepresentation, any violation of the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the Americans with Disabilities Act, the National Labor Relations Act, the Texas Labor Code, any claim based upon the Dean Foods 401(k) Plan or deferred compensation plan maintained on behalf of the Company’s employees, the laws of any state, and all claims under related common law, statutes, and executive orders at the federal, state and local levels of government, and any claims to any benefits from employment with the Company, other than those benefits enumerated herein or those benefits to which Executive is entitled by law. In addition, the Executive represents that no incident has occurred during his employment with the Company that could form the basis for any claim by his against the Company for any work-related injury.

7

     The Company, for itself, its predecessors, successors and assigns, does hereby discharge and release the Executive from any and all liability or responsibility for all grievances, disputes, actions, and claims at law or equity, sounding in contract or tort, and whether under any state or federal statutory or common law, arising out of or related in any way to the Executive’s employment with and termination from employment with the Company, including but not limited to claims for breach of contract (express or implied), intentional or negligent infliction of emotional distress, negligence, defamation, duress, fraud, or misrepresentation, the laws of any state, and all claims under related common law, statutes, and executive orders at the federal, state and local levels of government.

     10. Effect of Release and Waiver. The effect of this Agreement is to waive and release any and all claims, demands, actions, or causes of action that the Executive and the Company may now or hereafter have against the other for any liability, whether known or unknown, vicarious, derivative, or direct. The Executive’s and the Company’s waivers and releases include but are not limited to any claims for damages (actual or punitive), back wages, future wages, commission payments, bonuses, reinstatement, accrued vacation leave benefits, past and future employee benefits (except to which there is vested entitlement or as provided for herein) including contributions to the Company’s employee benefit plans, compensatory damages, penalties, equitable relief, attorneys’ fees, costs of court, interest, and any and all other loss, expense, or detriment of whatever kind resulting from, growing out of, connected with, or related in any way to the Executive’s employment by the Company or the termination of such employment. This release does not apply to any claims that may arise after the date the Executive and the Company execute this Agreement.

     11. Agreement as to Section 409A. Although the Company and the Executive believe that the payments made and benefits provided pursuant to sections 4(a)(1) and 4(a)(2) of this Agreement will not be considered to be subject to Section 409A of the Internal Code of 1986, as amended (the “Code”), the parties agree to cooperate to revise and amend this Agreement in order to satisfy the Code in order to prevent the imposition of any excise taxes.

     12. No Duplication. There shall be no duplication of severance pay in any manner. In this regard, the Executive shall not be entitled to benefits or payments hereunder for more than one position with the Company. If the Executive is entitled to any benefit for termination under any other plan or policy of the Company or any notice or payment in lieu of any notice of termination of employment required by federal, state or local law, including but not limited to the Worker Adjustment and Retraining Notification Act, the severance compensation to which the Executive would otherwise be entitled under this Agreement shall be reduced by the amount of any such payment in lieu of notice and in lieu of any such payment due under any such plan or policy of the Company.

8

     13. Notice. The Executive understands and agrees that he:

            (a) Has had a full twenty-one (21) days within which to consider this Agreement before executing it.

            (b) Has carefully read and fully understands all of the provisions of this Agreement.

            (c) Is, through this Agreement, releasing the Company from any and all claims Executive may have against the Company, including claims under the Age Discrimination in Employment Act of 1967.

            (d) Knowingly and voluntarily agrees to all of the terms set forth in this Agreement.

            (e) Knowingly and voluntarily intends to be legally bound by the same.

            (f) Was advised and hereby is advised in writing to consider the terms of this Agreement and consult with an attorney of Executive’s choice prior to executing this Agreement.

            (g) Has a full seven (7) days following the execution of this Agreement to revoke this Agreement and has been and hereby is advised in writing that this Agreement shall not become effective or enforceable until the revocation period has expired.

            (h) Understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.) that may arise after the date this Agreement is executed are not waived.

     14. Notice. Company understands and agrees that it:

            (a) Has carefully read and fully understands all of the provisions of this Agreement.

            (b) Is, through this Agreement, releasing the Executive from any and all claims Company may have against the Executive;

            (c) Knowingly and voluntarily agrees to all of the terms set forth in this Agreement.

            (d) Knowingly and voluntarily intends to be legally bound by the same.

            (e) Has consulted with an attorney of Company’s choice prior to executing this Agreement.

     15. Miscellaneous.

            (a) This writing represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection therewith; it may not be altered or

9

amended except by mutual agreement evidenced by a writing signed by both parties and specifically identified as an amendment to this Agreement. The parties shall continue to be bound by the Indemnity Agreement, dated as of February 21, 2003, between them, which agreement is hereby ratified and confirmed.

            (b) Except as specifically provided above, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns [whether such succession is, in the case of the Company, direct or indirect by purchase, merger, consolidation, change in control or otherwise].

            (c) The parties, by signing this Agreement, acknowledge that they each have been afforded an opportunity to review this Agreement with an attorney or other advisers of their choice, that they have read and understand this Agreement, and that they have signed this Agreement knowingly, voluntarily, and without any form of duress or coercion.

            (d) By signing below, the parties acknowledge that they have the authority to do so, and such authority has not been delegated or assigned.

            (e) This Agreement is made pursuant to and shall be governed, construed, and enforced in all respects and for all purposes in accordance with the laws of the state of Texas without regard to the law of conflicts.

     16. Signatures and Counterparts. To signify their agreement to the terms of this Agreement, the parties have executed this Agreement on the dates set forth opposite their signatures. This Agreement may be executed in counterparts. A facsimile of this Agreement and signatures shall be as effective as an original.

Executive
/s/ Barry Fromberg
Barry Fromberg
Date:	November 7, 2005
Company
/s/ Robert Dunn
Title:	Senior Vice President-Human Resources
Date:	November 7, 2005

10

ACKNOWLEDGMENT

     I, Barry Fromberg, hereby acknowledge that on November 7, 2005, I received the Release Agreement (the “Agreement”) for my review and consideration.

     I also acknowledge that the Company has advised me to consult with an attorney before executing the Agreement, which is a legal document. I understand that I have twenty-one (21) days from the date above to execute the Agreement. Further, I understand that, should I decide to execute the Agreement, I may revoke my acceptance of this Agreement within seven (7) days following the execution and that the release provision and all other provisions of the Agreement will not become effective or enforceable until the revocation period has expired.

     Finally, I understand that I will be receiving from the Company a notice regarding the continuation of health, vision, and dental benefits (COBRA notice) and that I must elect continuation coverage and return my election form to the Company in order to continue such benefits.

/s/ Barry Fromberg	November 7, 2005
Barry Fromberg	Date

11

ACKNOWLEDGMENT AND WAIVER

     I, Barry Fromberg, as evidenced by my signature below, acknowledge and understand that by signing the Release Agreement (the “Agreement”) with the Company, sooner than twenty-one (21) days following my receipt of the Agreement, I am knowingly and voluntarily waiving my right to consider the Agreement for twenty-one (21) days and accept such lesser time as I utilized. I promise and guarantee that neither the Company, nor its parent corporation, nor any of its subsidiaries, affiliates, employees, agents or representatives, induced this waiver of the full twenty-one (21) day period by fraud, misrepresentation or a threat to withdraw or alter the Agreement before the expiration of the twenty-one (21) day period.

     I understand that I have until seven (7) days following the date of my signing of the Agreement to revoke the Agreement by delivering a signed, written revocation to a representative of the Company’s Human Resources Department.

/s/ Barry Fromberg	November 7, 2005
Barry Fromberg	Date

12

Unvested Options

		Shares Vesting
Grant Date	Type	2007		2008		Total		Strike Price
1/13/2004	ISO		1,069				1,069	$	26.3199
1/13/2004	NQ		15,597				15,597	$	26.3199
1/13/2004	NQ		2,874				2,874	$	26.3199
1/13/2004	ISO		197				197	$	26.3199
Sub-total 2004 Grant			19,737		—		19,737
1/7/2005	ISO		2,093		3,139		5,232	$	26.8941
1/7/2005	NQ		16,574		15,527		32,101	$	26.8941
1/7/2005	NQ		3,118		3,119		6,237	$	26.8941
1/7/2005	ISO		321		322		643	$	26.8941
Sub-total 2005 Grant			22,106		22,107		44,213
Total Unvested Options			41,843		22,107		63,950
Unvested SU’s
1/13/2004	SU		3,200		3,200		6,400	$	—
1/13/2004	SU		590		590		1,180	$	—
1/7/2005	SU		4,100		4,100		8,200	$	—
1/7/2005	SU		756		756		1,512	$	—
Total Unvested SU’s			8,646		8,646		17,292

SU’s Subject to Acceleration

		Accelerated Vesting
										Acceleration
Grant Date	Type	2006		2007		Total		Strike Price		Target Price
1/13/2004	SU		3,200				3,200	$	—	$	37.85
1/13/2004	SU		589				589	$	—	$	37.85
1/7/2005	SU				8,200		8,200	$	—	$	38.89
1/7/2005	SU				1,510		1,510	$	—	$	38.89
Total SU’s Subject to Acceleration			3,789		9,710		13,499

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Gregg L. Engles, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Dean Foods Company;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Dean Foods Company as of, and for, the periods presented in this quarterly report;

     4. Dean Foods Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Dean Foods Company and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Dean Foods Company and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of Dean Foods Company’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this quarterly report, based on such evaluation; and

     (c) Disclosed in this quarterly report any change in Dean Foods Company’s internal control over financial reporting that occurred during Dean Foods Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Dean Foods Company’s internal control over financial reporting.

     5. Dean Foods Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Dean Foods Company’s auditors and the audit committee of Dean Foods Company’s board of directors:

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Dean Foods Company’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Dean Foods Company’s internal control over financial reporting.

	/s/ GREGG L. ENGLES
	Gregg L. Engles Chairman of the Board and Chief Executive Officer
November 9, 2005

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Barry A. Fromberg, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Dean Foods Company;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Dean Foods Company as of, and for, the periods presented in this quarterly report;

     4. Dean Foods Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Dean Foods Company and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Dean Foods Company and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of Dean Foods Company’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this quarterly report, based on such evaluation;

     (c) Disclosed in this quarterly report any change in Dean Foods Company’s internal control over financial reporting that occurred during Dean Foods Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Dean Foods Company’s internal control over financial reporting.

     5. Dean Foods Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to Dean Foods Company’s auditors and the audit committee of Dean Foods Company’s board of directors:

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Dean Foods Company’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Dean Foods Company’s internal control over financial reporting.

	/s/ BARRY A. FROMBERG
	Barry A. Fromberg Executive Vice President and Chief Financial Officer
November 9, 2005

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of Dean Foods Company (the “Company”) for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg Engles, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

	/s/ GREGG L. ENGLES
	Gregg L. Engles
	Chairman of the Board and Chief Executive Officer
November 9, 2005

Note: This certification accompanies the Report pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed, except to the extent required by the Sarbanes-Oxley Act of 2002, by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2 14 d30047exv32w2.htm CERTIFICATION OF CFO PURSUANT TO SECTION 906

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of Dean Foods Company (the “Company”) for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barry A. Fromberg, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

	/s/ BARRY A. FROMBERG
	Barry A. Fromberg
	Executive Vice President and Chief Financial Officer
November 9, 2005

Note: This certification accompanies the Report pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed, except to the extent required by the Sarbanes-Oxley Act of 2002, by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

GRAPHIC 15 d30047d3004700.gif GRAPHIC begin 644 d30047d3004700.gif M1TE&.#EAA@".`.8``(:6P4EBHL/+X/'S^!LZBRI'D^'E\*2QT=+8Z#I5FF=\ MLK2^V7>)N96DR5AOJE&A(%NF+1!D45".?V:L._#U],#6T=#AW8>^9:#"NN#K MZ+#,Q3!Y:"!O7&"8BW&R28"MHD"#=)"WKI+$<]/GQWRX5_7Y\G"BE][MU:C0 MCZC0D/3Y\5RG+M3HR.GSXW*S2LCAN;W;J[[M/(B^9@!: M10PM@____P`````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````"'Y!``````` M+`````"&`(X```?_@$B"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI,E M,S4N#RY%,9^IJIT]*P^O$!`/$!XWJ[>XBRPI*3,L2#&QLL.Q#RLYN!$%"1HD1,A(*6*(#VLAKUFHP+-G!0N+2O"H,9$$BIDH1*"X M``.&#!$P1OP8`<^0@`,`&`38RC6``@`'!.2TM,&(V;-H-TCXH"'#(14[_X*\ MB$KCQ8@7=E&<.*&BT(`%#!(<&4RXL.$C"<9.HH"VL6,C'#IH,%1BQ(D6)RQG M;M&7D($&@@^+/JQ`L:0*CU.CC=#!+:$<0EI@[DSH@(/1N`\?,!WI@^K?9UL7 M4D%;T```!7(K+XR`-R00P*,;"9'(@`("R[,/=@XI@O3H'2CX5:"]?`#NCC)\ ME\Y!_*`!`#>(`@DI^!A!32X"(3115"!(0M@=V%A#FB8"&H<`B(.**/AW`0I/]J&U!GB`$)&.E?8D@2PMB2 MJNGW)`-2RE=:E8-H@*5J("`B0&@*[@:F(+Z-^9@$$WK6@&$6+M?7A:8*AC'^!8B`#Q%<9`G:/)N.9] MDYX5@9.'()#@8`G,F1N`>'80ZED#[XZHJ)#-!`EXR.EB&> M5[X:P08L'N(KISSJ*%J)>*+X*@<2?)C(`LP*``!NGH+9YK05*.H9MH8!(`!N M/:X)Y*M&5*N(BX(>82YNA"+AW;0A6&K(<R^6B/I="'F[&0"` MV80Q2#EA`8,I*9;4:L!Z(0<<`2GDI`G"[&!$XPEJD""`D.@B"'`(A'L;@ M_\Z&70RFUD%V\-,B7\M;]`(),/MEY"`3JBN'$8"P_KN"02JQ:`RBG6'H1B@; MY8\MC!B`8,"&A`,4Z3#5]< M4'46T*!Q,M4[K$Q/3<"[&J'694%$)4IW+0H-T1#0@`#@;()(6$!NT+:FVW5H M`QW`0`5PF,/!E,8``AC;`!DT@.D1!F]@&MAW"K:Z1G3/B47SG>,.PZJ/'09: M:TH<`T24@;%543H\(\[LC0(E']3G=:D`@`:ZUS?\1"$"3FG@XN+GABGZU M6QE]XL/!^CR&`WQ#(22L1H`>\1``=CO"G88',$($8)4+Q"1W+'"O"W(@!!\P MP0?"]8A0$@]72$``5KK"%37!AYK8#(#E!/%+)/R2`"\JG6DH\($.J,Z0&,B` M"O@U7!(&FUJ\J"K":@/_Q*9V&&;51*#2>:7:Z&@*VE5"Y-)]7@,JGU5.`(8:T@LQ M\!#&+5\#L]-306@6K(Z8ZF;],EKE//(0L97/;=\VLM8J!XN"&.UXKX6N)HZH M>H6@K7D0(=\C(*&[9&L1;JI[5=R\]JMRO%-S`6@(U3(@IIL:U"%R&0`A$N`K M62'L_T*U.QC0"B*YQ!5$\T1#`-XB`95<18(`._I.^-2V5)U2@#L)\471="N\ M@T'O(NJ+Q;MZ.)H<9MY@5IL("O>L-J-9`$D'@>%N?37$EAU-SS9\F/4*8C2! MY!)F#S0:^!+BND,F;Q[-.IJ%+H+":+TOE+TV5KUF>:ZBX:^8,90(&`M3Q.UU M!(:%R=2FDDX2&,YRG9%&L]&$EEZ/N*M]!0%F!9WY?5H140$8@`#Y$O!274[$ M:0GAYA\O(KI\%H2;+R15H!;@8J-!(Z7+?`BW$H:K];7RC"^K93M;>@#TZY9Y M8W2(K[)7-.;;;W%Q\V@D5#J;P-Z*^5I<&(\.EZRYK*I>1_]&(=P%_3"[=1E3U=7"="R5<.=0+Q M>ULFRW`2,+[VGIUZB#QSSL6$4.^7!7VW=\Z:M,W$5?L.4U`*7WO-`TS$L0D1 MYWTAU$Z'N"N2]X5+M&%ZNX5P\XWAC8BO$A',-(UI([4SY>$ZCZQ_T1%\W>S1 M8*6R@6JBL).1,.E6V[G8O2)X`7X)``7XL%8K$Q;:?)<;`#0@.:R:>*E]*P@` MPVC*S1[1CP%,@`#@5WQ5'S.1(FW7GQ/OQG`<44]=?M2RL]E/S.Z8V>^&=:D" M%]Q_RP[!!P.M;1`%P%X.KC@WGXDT7SXTUS MF"L.``O:(>$[H4<-$>0ZX\7L3=H#!%+D_VYR?:"8<@$\^T`R56RI'^MTS@+V M]KC/O>YWS_O>^_[WP-\/-3?/O-`4H/"(.$!H$H!\0W1%`;8WA*EV_'I58!JT M.HK2G1N1?1%57^[W7H0!L".8[\;C19)/_A$Z7+3X['S4NRV:8-X_B.8]43"B M;O/?#7#N3L0G`5L1?66'-=M"?]+S9@78".@G"$)D:8@P,0Y0=[=@&,0W"!F& M;4>0?H/P+QL47(P0'W?R(JJ65B(B@:E@.`Z89(^W?M_W+[C2/,^59(2&'=\G M8O*7@?(P0B%$_V`CGTG46`H3=$P`O0F[RP#N18'/'UTQU >$H6-0#D.(("MAD]@LD<5:"8"T(6:`$58R`B!```[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-32.2

exv32w2