8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
August 7, 2007 (August 7, 2007)

Dean Foods Company

(Exact name of registrant as specified in its charter)

Delaware	1-12755	75-2559681
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:
(214) 303-3400

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

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

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

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

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

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition	2
Item 9.01 Financial Statements and Exhibits	2
SIGNATURES	3
EXHIBIT INDEX	3
Earnings Release

Item 2.02 Results of Operations and Financial Condition

Attached as Exhibit 99.1 is the registrant’s earnings release for the second quarter of 2007, issued August 7, 2007. This release shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, or the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings Release issued August 7, 2007

-2-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 7, 2007	DEAN FOODS COMPANY
	By:	/s/ Ronald L. McCrummen
		Ronald L. McCrummen
		Senior Vice President and Chief Accounting Officer

-3-

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
99.1	Earnings Release issued August 7, 2007

EX-99.1

Exhibit 99.1

	NEWS RELEASE
Contact:	Investors:
	Barry Sievert
	Media:
	Marguerite Copel
	Corporate Communications
	(214) 721-1273

DEAN FOODS COMPANY REPORTS SECOND QUARTER RESULTS

Steep and Sustained Increases in Dairy Commodity Costs Pressure Results

     DALLAS, August 7, 2007 — Dean Foods Company (NYSE: DF) today announced that the Company earned $0.21 per diluted share from continuing operations for the quarter ended June 30, 2007, compared with $0.53 per diluted share from continuing operations in the second quarter of 2006. Net income from continuing operations for the second quarter totaled $28.2 million, compared with $74.8 million in the prior year’s second quarter.

     On an adjusted basis (as defined below), diluted earnings per share were $0.30, compared to $0.55 in the prior year’s second quarter. Adjusted net income for the second quarter was $41.6 million, compared to adjusted net income of $76.6 million in the second quarter of 2006. The decrease in adjusted net income and earnings per share is primarily related to the increase in interest expense as a result of the recapitalization connected to the special cash dividend of $15 per share that was paid in early April and the decline in operating results in the quarter. Interest expense in the quarter totaled $88.9 million, compared to $48.8 million in the second quarter of 2006.

Summary of Dean Foods Second Quarter 2007 Segment and Operating Results

	% Growth Rate
Dairy Group:
Fluid Milk Volume		0.5	%
Operating Income		-8.8	%
WhiteWave Foods:
Net Sales		7.9	%
Operating Income		8.3	%
Consolidated Adjusted Operating Income		-9.6	%

     “Our results are reflective of the unusually volatile and difficult environment we are operating in this year,” said Gregg Engles, Chairman and Chief Executive Officer. “Raw milk prices have increased steadily through the first half of the year, and have recently hit all-time highs. At the same time, the ramp up of promotional pricing and additional investments behind the Horizon Organic brand during this time of significant raw organic milk oversupply has dampened WhiteWave Foods profit growth.”

     Net sales for the second quarter totaled $2.8 billion, an increase of 15% from net sales for the second quarter of 2006, due to the passthrough of higher commodity dairy costs and increased sales at WhiteWave Foods.

     Consolidated operating income in the second quarter totaled $153.6 million, a decrease of 10.0% from $171.3 million in the second quarter of 2006. Operating margin for the second quarter was 5.4%, as compared to 6.9% in the second quarter of the prior year. Adjusted second quarter consolidated operating income totaled $157.4 million, a decrease of 9.6% from $174.2 million in the second quarter of 2006. The adjusted second quarter operating margin was 5.5%, down 149 basis points from the second quarter of the prior year.

DAIRY GROUP

     Dairy Group net sales for the second quarter were $2.5 billion, a 16% increase from $2.2 billion in net sales for the second quarter of 2006. The sales increase was due primarily to the pass-through of higher overall dairy commodity costs to customers and increased volumes. The second quarter average Class I mover, which is an indicator of the Company’s raw milk costs, averaged $16.25 per hundred-weight, a 48% increase from the same period in 2006. Class II butterfat prices averaged $1.57 per pound in the second quarter, 26% higher than the second quarter of 2006.

     Dairy Group segment operating income in the second quarter was $165.3 million, compared to $181.2 million in the second quarter of 2006. Dairy Group operating margin decreased 177 basis points to 6.6% of sales, primarily due to increased costs related to higher dairy commodities and the passthrough of the higher raw dairy costs.

WHITEWAVE FOODS

     WhiteWave Foods segment reported second quarter net sales of $325.6 million, compared to second quarter 2006 net sales of $301.8 million. Sales growth was strong across the branded portfolio with net sales of Horizon Organic milk, International Delight and Land O’Lakes brands increasing in the low double digits, while sales of Silk increased in the high single digits over the second quarter of 2006.

     Segment operating income in the second quarter for WhiteWave Foods was $31.7 million, compared to $29.3 million in the second quarter of 2006. Segment operating margins were essentially flat with year ago results at 9.7% of sales reflecting increased volume leverage and efficiencies offset by lower contribution from Horizon Organic due to increased brand spending and lower overall gross profit margins.

CORPORATE EXPENSE

     Corporate and other expenses totaled $39.5 million, compared to $36.2 million in the second quarter of 2006. The increase was largely driven by increased investments in support of the Company’s strategic initiatives.

RECAPITALIZATION

     During the quarter, the Company completed a recapitalization of its balance sheet through the placement of a new $4.8 billion senior credit facility and the return of $1.94 billion to shareholders through a $15 per share special cash dividend.

     The new facility consists of a combination of a $1.5 billion 5-year senior secured revolving credit facility, a $1.5 billion 5-year senior secured term loan A, and a $1.8 billion 7-year senior secured term loan B. The Company also replaced its receivables facility with a new three year, $600 million receivables facility.

     In connection with the recapitalization, the Company entered into approximately $3 billion of fixed rate interest hedges to take advantage of the inversion in the forward yield curve and mitigate interest rate risk for a significant portion of its debt going forward.

     Total debt, net of cash on hand, at June 30, 2007, was approximately $5.3 billion.

CASH FLOW

     Cash flow from continuing operations through the first six months of 2007 totaled $170.5 million, compared to $264.6 million in the first half of 2006. The decline in cash flow from operations is due in part to the increase in working capital needs and higher year over year interest expense.

     Capital expenditures through the first two quarters of 2007 totaled $103.1 million, compared to $113.6 million in capital expenditures in the first half of 2006.

OUTLOOK FOR THE REMAINDER OF 2007

     “Looking ahead to the third quarter, we expect rapidly rising and record high raw milk prices to pressure results,” said Jack Callahan, Chief Financial Officer. “The pass-through mechanisms are working reasonably well, but we are cautious about how consumers will react to these higher retail prices. We expect Dairy Group third quarter operating income to be below year ago levels, consistent with our experience in the second quarter. At WhiteWave, we expect the full quarter impact of the increased investment behind the Horizon brand to overshadow the solid performance across the balance of the portfolio, which will likely result in WhiteWave operating income below year ago results in the third quarter.

     Given this outlook, we expect the third quarter to be even more difficult and volatile than the second. Adjusted earnings could range between $0.24 and $0.28 per share for the third quarter. Assuming decreases in the Class I mover in the fourth quarter and some moderation in investment required for Horizon Organic, we may be able to hit the low end of our current 2007 guidance of $1.52 to $1.58.”

RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2007

     Net sales for the six months ended June 30, 2007 totaled $5.5 billion, an increase of 10% from net sales for the same period of last year, due to the passthrough of higher dairy commodity costs and increased sales at WhiteWave Foods. Net income from continuing operations for the first half of the year totaled $91.4 million, compared with $129.5 million in the first six months of 2006. Diluted earnings per share from continuing operations for the six months ended June 30, 2007 totaled $0.67, compared to $0.92 for the first six months of 2006.

     On an adjusted basis (as defined below), net income from continuing operations for the six months totaled $108.7 million, compared to $134.0 million in the same period of 2006. Adjusted diluted earnings per share from continuing operations for the first six months of 2007 totaled $0.80 compared to $0.95 in the first six months of 2006.

COMPARISON OF ADJUSTED INFORMATION TO GAAP INFORMATION

     The adjusted financial results contained in this press release are from continuing operations and are adjusted to eliminate the net expense or net gain related to the items identified below. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as company management. Because the Company cannot predict the timing and amount of charges associated with non-recurring items or facility closings and reorganizations, management does not consider these costs when evaluating the Company’s

performance, when making decisions regarding the allocation of resources, in determining incentive compensation for management, or in determining earnings estimates. These costs are not presented in any of the Company’s operating segments. This non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These non-GAAP numbers may be different than similar measures used by other companies. A full reconciliation table between earnings per share for the three and six month periods ended June 30, 2007 calculated according to GAAP and on an adjusted basis is attached.

     For the quarter ended June 30, 2007, the adjusted results reported above differ from the Company’s results under GAAP by excluding the following facility closing, reorganization, and other nonrecurring charges:

• a $2.5 million charge ($1.5 million net of income tax) related to the realignment of our Dairy Group’s finance and accounting organization, as well as previously announced facility closings;

• a $1.3 million charge ($0.8 million net of income tax) resulting from the sale of our tofu business;

• a $13.5 million write-off ($8.3 million net of income tax) of financing costs resulting from the completion of our new senior credit facility; and

• a $4.5 million charge ($2.8 million net of income tax) related to non-recurring special dividend costs.

     For the quarter ended June 30, 2006, the adjusted results reported above differ from the Company’s results under GAAP by excluding the following facility closing and reorganization charges:

• a $2.4 million charge ($1.4 million net of income tax) related to the Dairy Group’s facility closings and reorganizations, including the closing of our Union, NJ plant; and

• a $0.6 million charge ($0.4 million net of income tax) related to reorganization and consolidation activities at WhiteWave Foods.

     For the six months ended June 30, 2007, the adjusted results reported above differ from the Company’s results under GAAP by excluding the following facility closing, reorganization, and other nonrecurring charges:

• an $8.3 million charge ($5.1 million net of income tax) related to the realignment of our Dairy Group’s finance and accounting organization as well as previously announced facility closings;

• a $1.3 million charge ($0.8 million net of income tax) resulting from the sale of our tofu business;

• a $13.5 million write-off ($8.4 million net of income tax) of financing costs resulting from the completion of our new senior credit facility; and

• a $4.9 million charge ($3.0 million net of income tax) related to non-recurring special dividend costs.

     For the six months ended June 30, 2006, the adjusted results reported above differ from the Company’s results under GAAP by excluding the following facility closing and reorganization charges:

• a $5.1 million charge ($3.1 million net of income tax) related to the Dairy Group’s facility closings and reorganizations, including the closing of our Union, NJ plant; and

• a $2.3 million charge ($1.4 million net of income tax) related to reorganization and consolidation activities at WhiteWave Foods.

CONFERENCE CALL WEBCAST

     A webcast to discuss the Company’s financial results and outlook will be held at 9:00 a.m. ET today and may be heard live by visiting the “Webcast” section of the Company site at www.deanfoods.com.

ABOUT DEAN FOODS

     Dean Foods Company is one of the leading food and beverage companies in the United States. Its Dairy Group division is the largest processor and distributor of milk and other dairy products in the country, with products sold under more than 50 familiar local and regional brands and a wide array of private labels. The Company’s WhiteWave Foods subsidiary markets and sells a variety of well-known dairy and dairy-related products, such as Silk^® soymilk, Horizon Organic^® milk and other dairy products, International Delight^® coffee creamers, and Land O’Lakes^® creamers and other fluid dairy products. WhiteWave Foods’ Rachel’s Organic^® brand is the largest organic milk brand and third largest organic yogurt brand in the United Kingdom.

FORWARD-LOOKING STATEMENTS

     Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, projected sales, operating income, net income and earnings per share. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release. The Company’s ability to meet targeted financial and operating results, including targeted sales, operating income, net income and earnings per share depends on a variety of economic, competitive and governmental factors, including raw material availability and costs, the demand for the company’s products, many of which are beyond the Company’s control and which are described in the Company’s filings with the Securities and Exchange Commission. The Company’s ability to profit from its branding initiatives depends on a number of factors including consumer acceptance of the Company’s products. The forward-looking statements in this press release speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

(Tables to follow)
# # #

DEAN FOODS COMPANY
(Dollars in thousands, except per share data)

	GAAP					ADJUSTED [A]
	Three Months Ended					Three Months Ended
	June 30,					June 30,
	2007		2006			2007		2006
Net sales	$	2,843,645	$	2,477,884		$	2,843,645	$	2,477,884
Cost of sales		2,155,595		1,794,037			2,155,595		1,794,037
Gross profit		688,050		683,847			688,050		683,847
Operating costs and expenses		530,613		509,608			530,613		509,608
Facility closings, reorganizations and other costs		3,800		2,950			—		—
Operating income		153,637		171,289			157,437		174,239
Interest expense		88,941		48,768			88,941		48,768
Debt refinancing and special dividend costs		18,068		—			—		—
Other (income) expense		23		(86	)		23		(86	)
Income from continuing operations before income taxes		46,605		122,607			68,473		125,557
Income taxes		18,428		47,812			26,848		48,973
Income from continuing operations		28,177		74,795			41,625		76,584
Income (loss) from discontinued operations, net of tax		239		(45,927	)		—		—
Net income	$	28,416	$	28,868		$	41,625	$	76,584
Basic earnings per share:
Income from continuing operations	$	0.22	$	0.55		$	0.32	$	0.57
Income (loss) from discontinued operations		—		(0.34	)		—		—
Net income	$	0.22	$	0.21		$	0.32	$	0.57
Basic average common shares (000’s)		130,017		135,037			130,017		135,037
Diluted earnings per share:
Income from continuing operations	$	0.21	$	0.53		$	0.30	$	0.55
Income (loss) from discontinued operations		—		(0.32	)		—		—
Net income	$	0.21	$	0.21		$	0.30	$	0.55
Diluted average common shares (000’s)		138,385		140,434			138,385		140,434

[A] Adjusted results differ from results reported under GAAP by excluding income and expense related to discontinued operations, facility closings, reorganizations, financing costs related to the recapitalization of the balance sheet, and other items. More information about these items is included in the earnings release under the heading “Comparison of Adjusted Information to GAAP Information.”

DEAN FOODS COMPANY
(Dollars in thousands, except per share data)

	GAAP						ADJUSTED [B]
	Six Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net sales	$	5,473,394		$	4,986,925		$	5,473,394		$	4,986,925
Cost of sales		4,098,070			3,651,732			4,098,070			3,651,732
Gross profit		1,375,324			1,335,193			1,375,324			1,335,193
Operating costs and expenses		1,057,959			1,018,455			1,057,959			1,018,455
Facility closings, reorganizations and other costs		9,575			7,352			—			—
Operating income		307,790			309,386			317,365			316,738
Interest expense		141,183			96,304			141,183			96,304
Debt refinancing and special dividend costs		18,446			—			—			—
Other (income) expense		(56	)		14			(56	)		14
Income from continuing operations before income taxes		148,217			213,068			176,238			220,420
Income taxes		56,837			83,579			67,583			86,463
Income from continuing operations		91,380			129,489			108,655			133,957
Income (loss) from discontinued operations, net of tax		856			(47,829	)		—			—
Net income	$	92,236		$	81,660		$	108,655		$	133,957
Basic earnings per share:
Income from continuing operations	$	0.70		$	0.96		$	0.84		$	0.99
Income (loss) from discontinued operations		0.01			(0.36	)		—			—
Net income	$	0.71		$	0.60		$	0.84		$	0.99
Basic average common shares (000’s)		129,457			135,103			129,457			135,103
Diluted earnings per share:
Income from continuing operations	$	0.67		$	0.92		$	0.80		$	0.95
Income (loss) from discontinued operations		0.01			(0.34	)		—			—
Net income	$	0.68		$	0.58		$	0.80		$	0.95
Diluted average common shares (000’s)		136,562			141,105			136,562			141,105

[B] Adjusted results differ from results reported under GAAP by excluding income and expense related to discontinued operations, facility closings, reorganizations, financing costs related to the recapitalization of the balance sheet, and other items. More information about these items is included in the earnings release under the heading “Comparison of Adjusted Information to GAAP Information.”

DEAN FOODS COMPANY
Earnings Per Share Summary and Reconciliation

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2007		2006		2007		2006
GAAP diluted earnings per share from continuing operations	$	0.21	$	0.53	$	0.67	$	0.92
Adjustments:
Facility closings, reorganizations and other costs		0.01		0.02		0.04		0.03
Debt refinancing and special dividend costs		0.08		—		0.09		—
Adjusted diluted earnings per share	$	0.30	$	0.55	$	0.80	$	0.95

Segment Information
(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net sales
Dairy Group	$	2,518,078		$	2,176,058		$	4,825,140		$	4,383,718
WhiteWave Foods Company		325,567			301,826			648,254			603,207
Total	$	2,843,645		$	2,477,884		$	5,473,394		$	4,986,925
Segment operating income (loss)
Dairy Group	$	165,255		$	181,167		$	336,308		$	337,799
WhiteWave Foods Company		31,723			29,289			59,498			51,502
Corporate / Other		(39,541	)		(36,217	)		(78,441	)		(72,563	)
Subtotal		157,437			174,239			317,365			316,738
Facility closings, reorganizations and other costs		(3,800	)		(2,950	)		(9,575	)		(7,352	)
Total operating income	$	153,637		$	171,289		$	307,790		$	309,386

DEAN FOODS COMPANY
Condensed Balance Sheets
(Dollars in thousands)

	June 30,			December 31,
	2007			2006
ASSETS
Cash and cash equivalents	$	37,426		$	31,140
Other current assets		1,504,132			1,348,150
Total current assets		1,541,558			1,379,290
Property, plant & equipment		1,778,843			1,786,907
Intangibles & other assets		3,751,572			3,583,996
Assets of discontinued operations		—			19,980
Total Assets	$	7,071,973		$	6,770,173
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities, excluding debt	$	872,113		$	852,898
Total long-term debt, including current portion		5,357,390			3,355,851
Other long-term liabilities		807,733			743,234
Liabilities of discontinued operations		—			8,791
Stockholders’ equity:
Common stock		1,303			1,284
Additional paid-in capital		24,608			624,475
Retained earnings		28,416			1,229,427
Other comprehensive income (loss)		(19,590	)		(45,787	)
Total stockholders’ equity		34,737			1,809,399
Total Liabilities and Stockholders’ Equity	$	7,071,973		$	6,770,173

DEAN FOODS COMPANY

Condensed Statements of Cash Flows
(Dollars in thousands)

	Six Months Ended June 30,
Operating Activities	2007			2006
Net income	$	92,236		$	81,660
(Income) loss from discontinued operations		(856	)		47,829
Depreciation and amortization		115,513			111,875
Deferred income taxes		10,212			55,145
Share-based compensation		19,088			20,262
Write-off of deferred financing costs		13,545			—
Changes in current assets and liabilities		(87,606	)		(55,725	)
Other		8,351			3,526
Net cash provided by continuing operations		170,483			264,572
Net cash used in discontinued operations		—			(1,693	)
Net cash provided by operating activities		170,483			262,879
Investing Activities
Additions to property, plant and equipment		(103,092	)		(113,569	)
Cash outflows for acquisitions		(129,636	)		(10,960	)
Proceeds from divestitures		12,551			—
Proceeds from sale of fixed assets		3,228			3,404
Net cash used in continuing operations		(216,949	)		(121,125	)
Net cash used in discontinued operations		—			(9,505	)
Net cash used in investing activities		(216,949	)		(130,630	)
Financing Activities
Proceeds from the issuance of debt		2,003,450			498,020
Repayment of debt		(13,266	)		(524,058	)
Payment of deferred financing costs		(31,281	)		(6,561	)
Issuance of common stock, net		26,501			10,052
Payment of dividend		(1,942,738	)		—
Repurchase of common stock		—			(135,679	)
Tax savings on share-based compensation		10,086			24,044
Net cash provided (used) by continuing operations		52,752			(134,182	)
Net cash provided by discontinued operations		—			7,855
Net cash provided (used) by financing activities		52,752			(126,327	)
Increase in cash and cash equivalents		6,286			5,922
Beginning cash balance		31,140			24,456
Ending cash balance	$	37,426		$	30,378

Free Cash Flow Summary and Reconciliation
(Dollars in thousands)

	Six Months Ended June 30,
	2007			2006
Net cash provided by continuing operations	$	170,483		$	264,572
Additions to property, plant and equipment		(103,092	)		(113,569	)
Free cash flow provided by operations	$	67,391		$	151,003