8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

November 19, 2013 (November 19, 2013)

Dean Foods Company

(Exact name of registrant as specified in charter)

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

2711 North Haskell Ave., Suite 3400

Dallas, TX 75204

(Address of principal executive offices) (Zip Code)

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

Not Applicable.

(Former name or former address, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425)

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

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

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

Item 2.02 Results of Operations and Financial Condition.

Exhibit 99.1 furnished pursuant to Item 7.01 is hereby incorporated by reference.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 and furnished for purposes of Regulation FD is a presentation to be given by Dean Foods Company on Tuesday, November 19, 2013 at the Morgan Stanley Global Consumer Conference.

The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished solely to satisfy the requirements of Regulation FD and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Slide presentation to be utilized for the Morgan Stanley Global Consumer Conference

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 hereunto duly authorized.

Date: November 19, 2013	DEAN FOODS COMPANY
	By:	/s/ Rachel A. Gonzalez
		Rachel A. Gonzalez Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide presentation to be utilized for the Morgan Stanley Global Consumer Conference

EX-99.1

FOCUS

November 2013

Exhibit 99.1

Forward-looking statements

The following statements made in this presentation are “forward-looking”

and are made pursuant to the safe harbor provision of

the Private Securities Litigation Reform Act of 1995: statements

relating to (1) projected sales (including specific product lines and

the company as a whole), profit margins, net income, volumes, short term incentive compensation costs, earnings per share, free

cash flow and debt covenant compliance, (2) our branding initiatives, (3) our innovation, and research and development plans, (4)

our cost-savings initiatives, including plant closures and route reductions, and our ability to accelerate any such initiatives, (5) our

plans related to our leverage, including our pending tender offer, (6) our plans to divest non-core operations, (7) our planned

capital expenditures, (8) the status of our litigation matters, (9) the impact of divestitures including the sale of Morningstar

and tax

payments related thereto and the divestiture and spin-off of our former subsidiary, The WhiteWave Foods Company, (10) our

planned dividend policy, (11) our pending tender offer, and (12)

any future repurchases of shares of our common stock. These

statements involve risks and uncertainties that may cause results to differ materially from those set forth in this presentation.

Financial projections are based on a number of assumptions.  Actual results could be materially different than projected if those

assumptions are erroneous.  Sales, operating income, net income,

debt covenant compliance, financial performance and

adjusted earnings per share can vary based on a variety of economic, governmental and competitive factors, which are identified

in our filings with the Securities and Exchange Commission, including our most recent Form 10-K (which can be accessed on our

website at www.deanfoods.com or on the website of the Securities

and Exchange Commission at www.sec.gov). Our ability to

profit from our branding initiatives depends on a number of factors including consumer acceptance of our products.  The

declaration and payment of cash dividends under our dividend policy remains at the sole discretion of the Board of Directors or a

committee thereof and will depend upon our financial results, cash requirements, future prospects, applicable law and other

factors that may be deemed relevant by the Board or such committee. All forward-looking statements in this presentation speak

only as of the date of this presentation.  We expressly disclaim

any obligation or undertaking to release publicly any updates or

revisions to any such statements to reflect any change in our expectations with regard thereto or any changes in the events,

conditions or circumstances on which any such statement is based.

Certain pro forma adjusted and historical non-GAAP financial

measures contained in this presentation, including adjusted diluted earnings per share, free cash flow, , adjusted free cash flow,

adjusted EBITDA, consolidated adjusted operating income and consolidated adjusted net income, are from continuing operations

and have been adjusted to eliminate the net expense or net gain related to certain items identified in our earnings press releases,

including the Morningstar divestiture.  A full reconciliation of

these measures calculated according to GAAP and on an adjusted

basis is contained in such press releases, which is publicly available on our website at www.deanfoods.com/investors and at the

end of this presentation.

2

Today’s agenda

Who we are

Leadership team, vision and direction

Business strategy and company advantages

Financial performance

Conclusion

3

Who we are

Trusted regional brands: 50+

Manufacturing facilities: 70+

Total employees: 19,000

Nearly 3.0B gallons produced annually

Over 37,000 points of distribution

More than 2/3 of U.S. households

purchase a Dean Foods branded

product annually

1

NYSE: DF

Market cap: $1.7B

2

Revenues: $9.0+B

Headquarters: Dallas

4

1.

Source IRI

2.

As of 11/13/2013

Today’s agenda

Who we are

Leadership team, vision and direction

Business strategy and company advantages

Financial performance

Conclusion

5

Marty Devine

Chief Commercial Officer

Strong management team and vision

Gregg Tanner

Chief Executive Officer

Rachel Gonzalez

General Counsel

Kim Warmbier

Chief HR Officer

Shay Braun

Operations & Procurement

Chris Bellairs

Chief Financial Officer

Brian Murphy

Chief Information Officer

Tony Brooks

Logistics

To be the most admired and trusted

provider of wholesome, great-tasting

dairy products at every occasion

6

Operational imperatives

Never compromise on quality, safety or customer service

Volume

Performance

Cost

Productivity

Effective

Pricing

Drive volume growth

at appropriate

economic returns

Gain share through

low cost, high service,

valued brands model

Augment volumes 

with differentiated

products like TruMoo

®

Build on unique

opportunities to create

a cost-advantaged

position

Expedite closure of

under-utilized plants,

routes

Use cost savings to

enable future growth

Improve pricing tools

and protocols to

ensure pass-through

of commodity inflation

Reduce commodity-

driven volatility

Protect margins

7

Today’s agenda

Who we are

Leadership team, vision and direction

Business strategy and company advantages

Financial performance

Conclusion

8

Dean Foods at a glance

Largest U.S. processor and

distributor of fluid milk

Portfolio of trusted brands,

complementary products –

milk, ice cream, cultured

dairy products, creamers,

ice cream mix, and other

dairy

Best-in-class nationwide

distribution platform with

extensive refrigerated

“direct

store

delivery”

systems

Cost control is part of our

DNA

9

Distribution:

Broad nationwide distribution across channels

The country’s only coast-to-coast processor and distributor of fresh milk

Large Format 69%

Small Format 11%

Foodservice 13%

School/Govt 7%

10

Portfolio: Strength across the dairy case

Dean

Foods

-

fluid

milk

and

more

Dean Foods’

share of national

branded fluid milk has increased

over the past three years

Ice cream, cultured products,

creamers, juice, tea and water

fill out the Dean Foods portfolio

3%

FRESH

CREAM (1)

2%

ESL & ESL

CREAMERS (2)

4%

CULTURED

5%

OTHER

BEVERAGES (3)

9%

ICE CREAM (4)

2%

OTHER (5)

26%

DEAN BRANDED WHITE

40%

PL WHITE AND FLAVORED

74%

FLUID MILK

(1) Includes half-and-half and whipping cream

(2) Includes creamers and other ESL fluids

(3) Includes fruit juice, fruit-flavored drinks, iced tea and water

(4) Includes ice cream, ice cream mix and ice cream novelties

(5) Includes items for resale such as butter, cheese, eggs and milkshakes

8%

TRUMOO

11

2012 NET SALES BY PRODUCTS

White milk is a compelling, sustainable market opportunity

Ubiquitous:

in

90%

of

U.S.

homes,

over

$20B

of

annual

U.S.

retail

sales

One of the largest, most profitable categories for retailers

Strong health & wellness credentials

Industry remains fragmented, large sophisticated platform provides significant competitive

advantages

Relatively Stable Long-term

White Milk Consumption Trend

12

1.

Symphony IRI Group, “Refrigerated Conventional White Milk Overview: Category Decline Review”, July, 2010.

2.

IRI

Panel,

Total

All

Outlet,

Calendar

Year

2009

–

2012,

2006-2008

from

IRI

study

published

in

2011

Fluid Milk Category Dynamics

1

2

Scale: Dean Foods is the largest player in milk

We have the #1

or #2 position,

as measured by

sales of

branded white

milk, in 80% of

the IRI defined

geographies in

which we

operate

35%

34%

31%

-150 Players

averaging 0.2%

share each

13

Brands:

Growing TruMoo

1.SymphonyIRI MULO

14

Flavored milk is a $1B category, and

TruMoo is the largest flavored milk brand

TruMoo was recently ranked as the fourth

most successful consumer packaged

goods brand of 2012 by Information

Resources, Inc. (IRI)

TruMoo is Dean Foods’

largest national

brand at $636M of retail and school sales

in 2012

No high fructose corn syrup, lower total

sugar, low fat, all the great nutrition of

milk

Retail

volumes

up

8%

in

2012,

1%

YTD

2013

1

Portfolio:

Ice cream

Strong regional ice cream business

Over $800 million in annual sales

Mix of regional brands, foodservice, and private label

Company-owned frozen distribution network

15

Dean Foods:

Focused, disciplined, profitable

Extend our sustainable competitive advantages

Our relative size and capabilities afford us significant advantages versus our

competitive

set

–

we

plan

to

extend

those

advantages

Continued focus on cost, volume outperformance, effective pricing

Lay the foundation for longer-term growth

Focus on cash flow generation and total shareholder returns

16

Extend our sustainable competitive advantages:

Manufacturing and Procurement

Accelerating

cost

reduction

across

the

P&L

–

targeting

$120

million

in

2013

savings

Large

network

provides

opportunities

to

reduce

capacity

to

drive

efficiency

and

unit

costs

lower

–

in

the

process

of

closing

10-15%

of

production

facilities

Eight plant closures announced over the past twelve months

Seven closures completed this year

17

Leading network drives in-plant efficiency

through ongoing continuous improvement

program that works to alleviate efficiency

bottlenecks and spread best practices

through employee-led initiatives

Leveraging the volume of our overall

purchases to obtain favorable pricing across

non-dairy

commodities

–

typically

a

10-15%

cost advantage

Extend our sustainable competitive advantages:

Logistics

We have a significant opportunity to drive additional logistics savings

Leveraging technology 

XataNet GPS units provide detailed analysis of location, speed, stop length, etc. Also

eliminates roughly 45 min per day of driver paperwork

RoadNet enables significant improvements in routing efficiency

Large opportunity to reduce and

variablize our distribution assets

18

We

are

instituting

the

same

continuous

improvement

processes

in

distribution

that

have

been

delivering

manufacturing

savings

Extend our sustainable competitive advantages:

Pricing and Selling

Passthrough is an effective hedge against

most milk commodity volatility

Prices are reset monthly in concert with

changes in Class I mover

Customers expect and accept these changes

We have developed and are implementing

technology to increase precision of pricing

across all SKUs

Utilizing risk management capabilities to

offer customers innovative pricing solutions

Reducing overhead to drive competitiveness

19

Building long-term opportunities to grow

Investing in the R&D pipeline

Historical spending was skewed toward WhiteWave and Morningstar

We have the opportunity to utilize our broad manufacturing and distribution capabilities

for expansion into new value-added products and extensions

Expect to begin increasing the

innovation we bring to market

in 18-24 months

20

TruMoo

demonstrates

that

consumers

value

additional

benefits

in

fluid

dairy

Today’s agenda

Who we are

Leadership team, vision and direction

Business strategy and company advantages

Financial performance

Conclusion

21

Financial performance

Net Sales

$6.7B

$9.3B*

$181M**

$256M*

2.1B

3.0B

Operating Profit

9/30/13 Leverage Ratio

***

: 1.64x

Market Capitalization: $1.7B

22

Gallons

3Q13 YTD

2012

*On a rebased basis, excluding  among other items the results of Morningstar and WhiteWave, See Reconciliation of Non-GAAP Financial 

Measures in the appendix to this  presentation for computation and reconciliations

**See Reconciliation of Non-GAAP Financial Measures in the third quarter 2013 press release earnings tables for 

  computations and reconciliations 

*** Net Debt (Total long-term debt less all cash on hand) to EBITDA; Calculated per Dean Foods’ Credit Agreement would be 2.3x

Note: Market Capitalization as of November 13, 2013

Volume and operating profit performance

Adjusted Operating Income per Gallon ($)

*See Reconciliation of Non-GAAP Financial Measures in our earnings releases for

the relevant quarters and in the appendix to this presentation

for computations

and reconciliations

$66

$71

$62

$74

23

$65

$42

$57

Dramatic debt and leverage reduction

Ongoing Dean Foods

Net Debt

$ Millions

•

$1.6B of Dean Foods net

debt reduction this year

•

Q3 total net debt of $671

million

•

Q3 net debt to EBITDA ratio

of 1.64x**

•

Q3 includes the receipt of

$589 million of net proceeds

from July WWAV share

monetization

Overview

2011

2012

2013

**Net debt is total long term debt less all cash on hand. Calculated per Dean       

Foods credit agreement would be 2.3x

24

2010

Total Leverage Ratio               5.12x             4.62x            3.52x          2.12x        

2.67x         1.64x

Focus on cash flow generation & total shareholder returns

Immediate Shareholder Returns

Future Shareholder Returns

Mid-single Avg EBIT Growth

Liability Mgmt

Cap-Ex Reduction Over Time

25

We expect $100 million of normalized 2013 Free Cash Flow before one-time items

and litigation payments

Next 3-5 

Years

*Free cash flow is a non-GAAP measure and is defined as net

cash provided by continuing operations less capital expenditures

Free Cash Flow Growth

Productivity

Investment

Growth

Investment

Debt Paydown

Share

Repurchase and

Regular Dividend

26

Approval of dividend policy instituting regular quarterly dividends

•

Expected

initial

dividend

rate

of

$0.07

per

quarter

beginning

in

Q1

2014

•

Provides solid return for stockholders while maintaining flexibility

Increase in amount available for share repurchases to $300 million

•

Additional tool for shareholder value creation to be used opportunistically

Cash

tender

offer

for

$400

million

aggregate

principal

amount

of

9.75%

2018 bonds and 7.0% 2016 bonds

•

Preference given to the 2018 bonds

•

Funded with balance sheet cash and revolver borrowings

•

Expected to close late in Q4 2013

•

Significant interest savings going forward

2013 Expectations

27

*

See

Reconciliation

of

Non-GAAP

Financial

Measures

in

the

Q3

2013

earnings

release

earnings

tables

for computation

2014 Considerations:

Challenging volume overlaps through Q2

STI overlap headwind of approximately $30M

Q4 Adjusted Diluted EPS*

FY 13 Adjusted

Diluted EPS*

FY 13 Adjusted EBITDA*

FY 13 Capital

Expenditures

FY 13 Adjusted FCF

$0.85 -

$0.91 per share

Approximately

$391

–

400

million

Approximately

$160

–

170

million

$0.17 -

$0.23 per share

Approximately $100 million

Today’s agenda

28

Who we are

Leadership team, vision and direction

Business strategy and company advantages

Financial performance

Conclusion

Summary

We have built sustainable competitive advantages

through our scale and capabilities. We are working to

extend these advantages.

We are putting pieces in place to build for the future

through:

Reducing and variablizing our cost structure

Improving pricing tools and protocols to reduce volatility

Increasing R&D and innovation efforts

We believe profit growth, combined with a focus on

free cash flow generation and rewarding shareholders

will result in superior returns

We aim to be a sustainable creator of value for

shareholders

Thank you for your interest

29

Appendix:

Reconciliation of Non-GAAP Financial Measures (cont)

30

DEAN FOODS COMPANY

Reconciliation of GAAP to Adjusted Operating Income

(Unaudited)

(In thousands)

Twelve months ended

December 31, 2012

Adjustments to GAAP

GAAP

Asset write-down

and (gain) loss on

sale of assets

Facility closing

and reorganization

costs

Deal, integration

and separation

costs

WhiteWave

separation and

discontinued

operations

Adjusted

Operating income (loss):

Ongoing Dean Foods

233,558

$           

5,983

$                

-

$                    

24,654

$              

(8,111)

$               

256,084

$           

WhiteWave

192,557

-

-

1,085

(193,642)

-

Facility closing and reorganization costs

(55,787)

-

55,787

-

-

-

Other operating income (expense)

57,459

(57,459)

-

-

-

-

Total operating income

427,787

$           

(51,476)

$             

55,787

$              

25,739

$              

(201,753)

$          

256,084

$           

Appendix:

Reconciliation of Non-GAAP Financial Measures (cont)

31

Three months ended

March 31, 2012

Adjustments to GAAP

GAAP

Asset write-down

and (gain) loss on

sale of assets

Facility closing

and reorganization

costs

Deal, integration

and separation

costs

WhiteWave

separation and

discontinued

operations

Adjusted

Operating income (loss):

Ongoing Dean Foods

68,079

$              

-

$                    

-

$                    

-

$                    

(2,234)

$               

65,845

$              

WhiteWave

46,995

-

-

-

(46,995)

-

Facility closing and reorganization costs

(25,435)

-

25,435

-

-

-

Other operating income (expense)

-

-

-

-

-

-

Total operating income

89,639

$              

-

$                    

25,435

$              

-

$                    

(49,229)

$             

65,845

$              

Three months ended

June 30, 2012

Adjustments to GAAP

GAAP

Asset write-down

and (gain) loss on

sale of assets

Facility closing

and reorganization

costs

Deal, integration

and separation

costs

WhiteWave

separation and

discontinued

operations

Adjusted

Operating income (loss):

Ongoing Dean Foods

69,001

$              

-

$                    

-

$                    

4,000

$                

(1,262)

$               

71,739

$              

WhiteWave

45,085

-

-

-

(45,085)

-

Facility closing and reorganization costs

(6,217)

-

6,217

-

-

-

Other operating income (expense)

-

-

-

-

-

-

Total operating income

107,869

$           

-

$                    

6,217

$                

4,000

$                

(46,347)

$             

71,739

$              

Appendix:

Reconciliation of Non-GAAP Financial Measures (cont)

32

Three months ended

September 30, 2012

Adjustments to GAAP

GAAP

Asset write-down

and (gain) loss on

sale of assets

Facility closing

and reorganization

costs

Deal, integration

and separation

costs

WhiteWave

separation and

discontinued

operations

Adjusted

Operating income (loss):

Ongoing Dean Foods

46,224

$              

5,983

$                

-

$                    

8,000

$                

(3,448)

$               

56,759

$              

WhiteWave

50,435

-

-

-

(50,435)

-

Facility closing and reorganization costs

(6,080)

-

6,080

-

-

-

Other operating income (expense)

56,339

(56,339)

-

-

-

-

Total operating income

146,918

$           

(50,356)

$             

6,080

$                

8,000

$                

(53,883)

$             

56,759

$              

Three months ended

December 31, 2012

Adjustments to GAAP

GAAP

Asset write-down

and (gain) loss on

sale of assets

Facility closing

and reorganization

costs

Deal, integration

and separation

costs

WhiteWave

separation and

discontinued

operations

Adjusted

Operating income (loss):

Ongoing Dean Foods

50,254

$              

-

$                    

-

$                    

12,654

$              

(1,167)

$               

61,741

$              

WhiteWave

50,042

-

-

1,085

(51,127)

-

Facility closing and reorganization costs

(18,055)

-

18,055

-

-

-

Other operating income (expense)

1,120

(1,120)

-

-

-

-

Total operating income

83,361

$              

(1,120)

$               

18,055

$              

13,739

$              

(52,294)

$             

61,741

$              

FOCUS

November 2013