10.

DEBT


	December 31, 2013						December 31, 2012
	Amount Outstanding			Interest Rate			Amount Outstanding			Interest Rate
	(In thousands, except percentages)
Dean Foods Company debt obligations:
Senior secured credit facility	$	50,250			1.67	%*	$	—			—
Prior credit facility		—			—			1,292,197			4.82	%*
Senior notes due 2016		475,579			7.00			499,167			7.00
Senior notes due 2018		23,812			9.75			400,000			9.75

		549,641						2,191,364
Subsidiary debt obligations:
Senior notes due 2017		132,808			6.90			130,879			6.90
Receivables-backed facility		213,000			1.19			—			—
Capital lease and other		1,813			—			—			—

		347,621						130,879

		897,262						2,322,243
Less current portion		(698	)					(10,535	)

Total long-term portion	$	896,564					$	2,311,708

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

The scheduled maturities of long-term debt at December 31, 2013, were as follows (in thousands):


	Total
2014	$	698
2015		213,677
2016		476,627
2017		142,000
2018		74,062
Thereafter		—

Subtotal		907,064
Less discounts		(9,802	)

Total outstanding debt	$	897,262

New Senior Secured Credit Facility (Executed July 2, 2013) — As described in greater detail below under “Prior Amended & Restated Senior Secured Credit Facility (Terminated Effective July 2, 2013),” in July 2013, we terminated our prior senior secured credit facility, which we refer to as our prior credit facility, and entered into a new senior secured credit facility. Specifically, on July 2, 2013, we executed a credit agreement pursuant to which the lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million. Under the agreement, we also have the right to request an increase of the aggregate commitment under the credit facility by, and to request incremental term loans or increased revolver commitments of, up to $500 million without the consent of any lenders not participating in such increase, subject to specified conditions. The proceeds of the credit facility will be used to finance our working capital needs and for general corporate purposes of us and our subsidiaries. The senior secured credit facility is available for the issuance of up to $200 million of letters of credit and up to $150 million of swing line loans. The facility will terminate on July 2, 2018.

Loans outstanding under the new senior secured credit facility bear interest, at our election, at either the Adjusted LIBO Rate (as defined in the credit agreement) plus a margin of between 1.25% and 2.25% (which is currently 1.75%) based on the leverage ratio (as defined in the credit agreement), or the Alternate Base Rate (as defined in the credit agreement) plus a margin of between 0.25% and 1.25% (which is currently 0.75%) based on the leverage ratio. We are permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than applicable LIBOR breakage costs). Subject to certain exceptions and conditions described in the credit agreement, we are obligated to prepay the credit facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty and insurance proceeds.

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

The credit agreement governing the new senior secured credit facility contains customary representations, warranties and covenants, including, but not limited to specified restrictions on indebtedness, liens, guarantee obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale and leaseback transactions. There are no restrictions on the payment of dividends when our leverage ratio is below 3.25 times on a pro forma basis. The credit agreement also contains customary events of default and related cure provisions. We are required to comply with (a) a maximum consolidated net leverage ratio initially set at 4.00 to 1.00 and stepping down to 3.50 to 1.00 after the quarter ending September 30, 2013; and (b) a minimum consolidated interest coverage ratio set at 3.00 to 1.00.

On July 2, 2013, we drew approximately $132.3 million under the new senior secured credit facility and used the proceeds to, among other things, refinance amounts outstanding under the prior credit agreement discussed above. We incurred approximately $6 million of fees in connection with the execution of the new senior secured credit facility, which were capitalized during the third quarter of 2013 and will be amortized to interest expense over the five-year term of the facility.

At December 31, 2013, there were outstanding borrowings of $50.3 million under the senior secured revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the year ended December 31, 2013 was $15.5 million. Letters of credit in the aggregate amount of $0.8 million were issued under the senior secured revolving credit facility but undrawn as of December 31, 2013.

Prior Amended & Restated Senior Secured Credit Facility (Terminated Effective July 2, 2013) — As described above under “New Senior Secured Credit Facility (Executed July 2, 2013),” in July 2013, we terminated our prior credit facility and executed a new senior secured credit facility. Our prior credit facility consisted of an original combination of a $1.5 billion five-year revolving credit facility, a $1.5 billion five-year term loan A and a $1.8 billion seven-year term loan B. In 2010, we amended and restated the agreement governing the prior credit facility, which included extension of the maturity dates for certain principal amounts, amendment of the maximum permitted leverage ratio and minimum interest coverage ratio and the addition of a senior secured leverage ratio (each as defined in the credit agreement for the prior credit facility), and the amendment of certain other terms.

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

Effective April 2, 2012, pursuant to the terms of the credit agreement for the prior credit facility, the total commitment amount available to us under the prior revolving credit facility decreased from $1.5 billion to $1.275 billion, and any principal borrowings on a pro rata basis related to the $225 million of non-extended revolving credit facility commitments were reallocated to the remaining portion of the facility. Additionally, in connection with the WhiteWave IPO discussed in Note 2, effective October 31, 2012, we voluntarily reduced the total commitment amount available to us under the revolving credit facility from $1.275 billion to $1.0 billion. No principal payments were scheduled to be due on these prior revolving credit facility commitments until April 2, 2014.

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

On July 2, 2013, we terminated our prior credit agreement and executed the new credit agreement described above. During the third quarter of 2013, as a result of the termination of our prior credit agreement and the extinguishment of the related debt, we wrote off $5.4 million in previously deferred financing costs associated with the prior credit facility.

Short Term Credit Facility and Debt-for-Equity Exchange Agreement — As discussed in Note 2, on July 11, 2013, in connection with the anticipated monetization of our remaining shares of WhiteWave’s Class A common stock, we entered into a loan agreement with certain lenders, pursuant to which we were provided with two term loans in an aggregate principal amount of $626.75 million, consisting of a $545 million term loan required to be repaid no later than August 12, 2013, and an $81.75 million term loan required to be repaid no later than September 9, 2013. We used the proceeds from the credit facility for general corporate purposes. Loans outstanding under the short-term credit facility bore interest at the Adjusted LIBO Rate (as defined in the loan agreement) plus a margin of 2.50%. We were permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than any applicable LIBOR breakage costs).

The credit facility was unsecured and was guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the loan agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The loan agreement contained certain representations, warranties and covenants, including, but not limited to specified restrictions on acquisitions and payment of dividends, as well as maintenance of certain liquidity levels. The loan agreement also contained customary events of default and related cure provisions. We were required to comply with a maximum consolidated net leverage ratio initially set at 4.00 to 1.00 and a minimum consolidated interest coverage ratio set at 3.00 to 1.00.

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

Dean Foods Receivables-Backed Facility — We have a $550 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully reflected in our Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting purposes. The receivables-backed facility is available for the issuance of letters of credit of up to $300 million. In connection with the WhiteWave IPO described in Note 2, effective September 1, 2012, WWF Opco and its subsidiaries were no longer participants in the Dean Foods receivables securitization program. Additionally, our former Morningstar division and its subsidiaries ceased participation in the Dean Foods receivables securitization program effective November 1, 2012.

On March 8, 2013, we amended the agreement governing the receivables-backed facility. The terms of the agreement were modified to extend the liquidity termination date to March 6, 2015, to reduce the total commitment amount under the facility from $600 million to $550 million to reflect the sale of Morningstar and the WhiteWave IPO and spin-off, and to modify certain other terms. We incurred fees of $0.6 million in connection with the amendment, which were capitalized and will be amortized as a component of interest expense over the term of the receivables-backed facility.

Based on the monthly borrowing base formula, we had the ability to borrow the full commitment amount of $550 million under the receivables-backed facility as of December 31, 2013. The total amount of receivables sold to these entities as of December 31, 2013 was $690.8 million. During the year ended December 31, 2013 we borrowed $908 million and subsequently repaid $695 million under the facility with a remaining drawn balance of $213.0 million as of December 31, 2013, excluding letters of credit in the aggregate amount of $236.2 million that were issued under the facility but undrawn, resulting in remaining available borrowing capacity of $100.8 million at December 31, 2013. Our average daily balance under this facility during the year ended December 31, 2013 was $21.0 million. The receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBOR rates plus an applicable margin.

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

Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the amount of $80 million, representing the approximate subsequent payments due under the terms of the settlement agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four installment payments. We made the first installment payment in June 2013 and expect to make the second installment payment in June 2014. The amount of the letter of credit was reduced in June 2013, to $60.9 million, to reflect the first installment payment.

We are currently in compliance with all covenants under our credit agreements, and we expect to maintain such compliance for the foreseeable future.

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

Dean Foods Company Senior Notes due 2016 — On May 17, 2006, we issued $500 million aggregate principal amount of 7.0% senior unsecured notes. The senior unsecured notes mature on June 1, 2016, and interest is payable on June 1 and December 1 of each year. The indenture under which we issued the senior notes due 2016 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $23.8 million of principal amount of the senior notes due 2016 pursuant to the cash tender offer described more fully below. The carrying value of the remaining notes outstanding at December 31, 2013was $475.6 million.

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

Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series ($142 million aggregate principal amount) remains outstanding with a maturity date of October 15, 2017. The carrying value of these notes at December 31, 2013 was $132.8 million at 6.90% interest. The indenture governing the Legacy Dean senior notes does not contain financial covenants but does contain certain restrictions, including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries. The Legacy Dean senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s wholly-owned subsidiaries.

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

Capital Lease Obligations and Other — Capital lease obligations as of December 31, 2013 were comprised of a lease for land and building related to one of our production facilities. See Note 19.

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

Guarantor Information — The 2016 and 2018 senior notes described above are our unsecured obligations and, except as described below, are fully and unconditionally, jointly and severally guaranteed by substantially all of our 100%-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Dean Foods Company (“Parent”), the 100%-owned subsidiary guarantors of the senior notes and, separately, the combined results of the 100%-owned subsidiaries that are not a party to the guarantees. The 100%-owned non-guarantor subsidiaries reflect certain foreign and other operations, in addition to our receivables securitization subsidiaries.

Upon completion of the WhiteWave IPO discussed in Note 2, WhiteWave and its wholly-owned domestic subsidiaries were released from their obligations as guarantors for the 2016 and 2018 senior notes. Additionally, effective upon completion of the Morningstar sale on January 3, 2013, Morningstar and its subsidiaries were no longer parties to the guarantees. Therefore, the activity and balances allocated to discontinued operations related to WhiteWave and Morningstar have been recast in the tables below for all periods presented to include Morningstar and its subsidiaries and WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 or 2018 senior notes.


	Condensed Consolidating Balance Sheet as of December 31, 2013
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(12,289	)	$	17,433	$	11,618		$	—		$	16,762
Receivables, net		1,932			72,660		677,642			—			752,234
Income tax receivable		10,374			5,541		—			—			15,915
Inventories		—			262,858		—			—			262,858
Intercompany receivables		—			5,728,284		(1	)		(5,728,283	)		—
Other current assets		6,944			95,927		58			—			102,929

Total current assets		6,961			6,182,703		689,317			(5,728,283	)		1,150,698
Property, plant and equipment, net		—			1,215,888		159			—			1,216,047
Goodwill		—			86,841		—			—			86,841
Identifiable intangible and other assets, net		90,269			258,109		81			—			348,459
Investment in subsidiaries		6,633,000			72,345		—			(6,705,345	)		—

Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	47,284		$	713,625	$	554		$	(175	)	$	761,288
Intercompany payables		5,304,051			—		424,057			(5,728,108	)		—
Current portion of debt		—			698		—			—			698
Current portion of litigation settlements		19,101			—		—			—			19,101

Total current liabilities		5,370,436			714,323		424,611			(5,728,283	)		781,087
Long-term debt		549,641			133,923		213,000			—			896,564
Other long-term liabilities		59,764			314,149		92			—			374,005
Long-term litigation settlements		36,074			—		—			—			36,074
Dean Foods Company stockholders’ equity (deficit)		714,315			6,653,491		51,854			(6,705,345	)		714,315

Total stockholders’ equity (deficit)		714,315			6,653,491		51,854			(6,705,345	)		714,315

Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045


	Condensed Consolidating Balance Sheet as of December 31, 2012
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	15,242	$	—	$	9,415		$	—		$	24,657
Receivables, net		1,172		39,879		734,767			—			775,818
Income tax receivable		10,291		201		—			—			10,492
Inventories		—		261,265		—			—			261,265
Intercompany receivables		—		4,326,672		—			(4,326,672	)		—
Other current assets		6,464		108,426		4			—			114,894
Assets of discontinued operations		—		—		2,793,608			—			2,793,608

Total current assets		33,169		4,736,443		3,537,794			(4,326,672	)		3,980,734
Property, plant and equipment, net		4		1,244,616		4,017			—			1,248,637
Goodwill		—		86,841		—			—			86,841
Identifiable intangible and other assets, net		101,508		279,960		(97	)		—			381,371
Investment in subsidiaries		6,335,400		74,054		—			(6,409,454	)		—

Total	$	6,470,081	$	6,421,914	$	3,541,714		$	(10,736,126	)	$	5,697,583

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	144,181	$	769,646	$	(196	)	$	—		$	913,631
Intercompany payables		3,591,077		—		735,595			(4,326,672	)		—
Current portion of debt		10,534		1		—			—			10,535
Current portion of litigation settlements		20,000		—		—			—			20,000
Liabilities of discontinued operations		—		—		1,466,221			—			1,466,221

Total current liabilities		3,765,792		769,647		2,201,620			(4,326,672	)		2,410,387
Long-term debt		2,180,829		130,879		—			—			2,311,708
Other long-term liabilities		112,561		347,939		1,648			—			462,148
Long-term litigation settlements		53,712		—		—			—			53,712
Dean Foods Company stockholders’ equity (deficit)		357,187		5,173,449		1,236,005			(6,409,454	)		357,187
Non-controlling interest		—		—		102,441			—			102,441

Total stockholders’ equity (deficit)		357,187		5,173,449		1,338,446			(6,409,454	)		459,628

Total	$	6,470,081	$	6,421,914	$	3,541,714		$	(10,736,126	)	$	5,697,583


	Condensed Consolidating Statement of Comprehensive Income for the Year Ended December 31, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	9,002,872		$	13,449		$	—		$	9,016,321
Cost of sales		—			7,151,985			9,749			—			7,161,734

Gross profit		—			1,850,887			3,700			—			1,854,587
Selling and distribution		—			1,336,319			1,426			—			1,337,745
General and administrative		2,301			306,367			1,785			—			310,453
Amortization of intangibles		—			3,669			—			—			3,669
Facility closing and reorganization costs		—			27,008			—			—			27,008
Litigation settlement		(1,019	)		—			—			—			(1,019	)
Impairment of long-lived assets		—			40,027			3,414			—			43,441
Other operating loss		290			2,204			—			—			2,494
Interest expense		184,472			11,945			4,141			—			200,558
Gain on disposition of WhiteWave common stock		(415,783	)		—			—			—			(415,783	)
Loss on early retirement of debt		63,387			—			—			—			63,387
Other (income) expense, net		(2,300	)		3,269			(1,369	)		—			(400	)

Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries		168,652			120,079			(5,697	)		—			283,034
Income tax expense (benefit)		(99,908	)		61,829			(4,246	)		—			(42,325	)

Income (loss) before equity in earnings (loss) of subsidiaries		268,560			58,250			(1,451	)		—			325,359
Equity in earnings (loss) of consolidated subsidiaries		544,618			(2,035	)		—			(542,583	)		—

Income (loss) from continuing operations		813,178			56,215			(1,451	)		(542,583	)		325,359
Income from discontinued operations, net of tax		—			—			2,803			—			2,803
Gain (loss) on sale of discontinued operations, net of tax		—			491,200			(5	)		—			491,195

Net income (loss)		813,178			547,415			1,347			(542,583	)		819,357
Net income attributable to non-controlling interest		—			—			(6,179	)		—			(6,179	)

Net income (loss) attributable to Dean Foods Company		813,178			547,415			(4,832	)		(542,583	)		813,178
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company		100,488			4,204			(8,323	)		—			96,369

Comprehensive income (loss) attributable to Dean Foods Company	$	913,666		$	551,619		$	(13,155	)	$	(542,583	)	$	909,547


	Condensed Consolidating Statement of Comprehensive Income (Loss) for the Year Ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	9,262,725		$	11,937		$	—		$	9,274,662
Cost of sales		—			7,170,595			8,808			—			7,179,403

Gross profit		—			2,092,130			3,129			—			2,095,259
Selling and distribution		—			1,418,615			916			—			1,419,531
General and administrative		8,847			402,518			1,592			—			412,957
Amortization of intangibles		—			3,758			—			—			3,758
Facility closing and reorganization costs		—			55,787			—			—			55,787
Other operating (income) loss		574			—			(58,033	)		—			(57,459	)
Interest expense		131,714			11,744			7,131			—			150,589
Other (income) expense, net		(8,163	)		(44,551	)		51,050			—			(1,664	)

Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries		(132,972	)		244,259			473			—			111,760
Income tax expense (benefit)		(46,699	)		94,725			39,919			—			87,945

Income (loss) before equity in earnings (loss) of subsidiaries		(86,273	)		149,534			(39,446	)		—			23,815
Equity in earnings (loss) of consolidated subsidiaries		247,355			(1,759	)		—			(245,596	)		—

Income (loss) from continuing operations		161,082			147,775			(39,446	)		(245,596	)		23,815
Income from discontinued operations, net of tax		—			—			139,279			—			139,279
Gain (loss) on sale of discontinued operations, net of tax		(2,460	)		—			407			—			(2,053	)

Net income (loss)		158,622			147,775			100,240			(245,596	)		161,041
Net income attributable to non-controlling interest		—			—			(2,419	)		—			(2,419	)

Net income (loss) attributable to Dean Foods Company		158,622			147,775			97,821			(245,596	)		158,622
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company		2,002			(1,495	)		7,960			—			8,467

Comprehensive income (loss) attributable to Dean Foods Company	$	160,624		$	146,280		$	105,781		$	(245,596	)	$	167,089


	Condensed Consolidating Statement of Comprehensive Income for the Year Ended December 31, 2011
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Totals
	(In thousands)
Net sales	$	—		$	9,707,177		$	8,570		$	—	$	9,715,747
Cost of sales		—			7,612,241			6,072			—		7,618,313

Gross profit		—			2,094,936			2,498			—		2,097,434
Selling and distribution		—			1,455,036			985			—		1,456,021
General and administrative		9,279			462,657			1,866			—		473,802
Amortization of intangibles		—			4,997			—			—		4,997
Facility closing and reorganization costs		—			45,688			—			—		45,688
Litigation settlement		131,300			—			—			—		131,300
Goodwill impairment		—			2,075,836			—			—		2,075,836
Other operating income		(800	)		(12,985	)		—			—		(13,785	)
Interest expense		159,731			11,775			5,943			—		177,449
Other (income) expense, net		(10,664	)		(42,724	)		51,351			—		(2,037	)

Loss from continuing operations before income taxes and equity in loss of subsidiaries		(288,846	)		(1,905,344	)		(57,647	)		—		(2,251,837	)
Income tax benefit		(109,250	)		(389,379	)		(24,926	)		—		(523,555	)

Loss before equity in loss of subsidiaries		(179,596	)		(1,515,965	)		(32,721	)		—		(1,728,282	)
Equity in earnings (loss) of consolidated subsidiaries		(1,396,025	)		4,801			—			1,391,224		—

Income (loss) from continuing operations		(1,575,621	)		(1,511,164	)		(32,721	)		1,391,224		(1,728,282	)
Income from discontinued operations, net of tax		—			—			132,495			—		132,495
Gain on sale of discontinued operations, net of tax		—			—			3,616			—		3,616

Net income (loss)		(1,575,621	)		(1,511,164	)		103,390			1,391,224		(1,592,171	)
Net loss attributable to non-controlling interest		—			—			16,550			—		16,550

Net income (loss) attributable to Dean Foods Company		(1,575,621	)		(1,511,164	)		119,940			1,391,224		(1,575,621	)
Other comprehensive loss, net of tax, attributable to Dean Foods Company		(38,659	)		(1,589	)		(12,619	)		—		(52,867	)

Comprehensive income (loss) attributable to Dean Foods Company	$	(1,614,280	)	$	(1,512,753	)	$	107,321		$	1,391,224	$	(1,628,488	)


	Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
				(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities — continuing operations	$	(550,566	)	$	161,706		$	58,133		$	(330,727	)
Net cash provided by operating activities — discontinued operations		—			—			14,086			14,086
Net cash provided by (used in) operating activities		(550,566	)		161,706			72,219			(316,641	)
Cash flows from investing activities:
Payments for property, plant and equipment		—			(175,163	)		—			(175,163	)
Proceeds from sale of fixed assets		—			9,940			—			9,940

Net cash used in investing activities — continuing operations		—			(165,223	)		—			(165,223	)
Net cash provided by (used in) investing activities — discontinued operations		1,441,322			—			(37,828	)		1,403,494

Net cash provided by (used in) investing activities		1,441,322			(165,223	)		(37,828	)		1,238,271
Cash flows from financing activities:
Repayments of debt		(1,027,198	)		(218	)		—			(1,027,416	)
Early retirement of debt		(400,000	)		—			—			(400,000	)
Premiums paid on early retirement of debt		(57,243	)		—			—			(57,243	)
Proceeds from senior secured revolver		1,043,700			—			—			1,043,700
Payments for senior secured revolver		(1,258,450	)		—			—			(1,258,450	)
Proceeds from receivables-backed facility		—			—			908,000			908,000
Payments for receivables-backed facility		—			—			(695,000	)		(695,000	)
Proceeds from short-term credit facility		626,750			—			—			626,750
Payments for short-term credit facility		(37,521	)		—			—			(37,521	)
Payment of financing costs		(6,197	)		—			—			(6,197	)
Issuance of common stock, net of share repurchases for withholding taxes		23,481			—			—			23,481
Tax savings on share-based compensation		1,954			—			—			1,954
Net change in intercompany balances		172,437			21,166			(193,603	)		—

Net cash provided by (used in) financing activities — continuing operations		(918,287	)		20,948			19,397			(877,942	)
Net cash used in financing activities — discontinued operations		—			—			(51,584	)		(51,584	)

Net cash provided by (used in) financing activities		(918,287	)		20,948			(32,187	)		(929,526	)
Effect of exchange rate changes on cash and cash equivalents		—			2			(1	)		1

Increase (decrease) in cash and cash equivalents		(27,531	)		17,433			2,203			(7,895	)
Cash and cash equivalents, beginning of period		15,242			—			9,415			24,657

Cash and cash equivalents, end of period	$	(12,289	)	$	17,433		$	11,618		$	16,762


	Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities — continuing operations	$	(88,002	)	$	304,686		$	(11,805	)	$	—		$	204,879
Net cash provided by operating activities — discontinued operations		—			—			277,539			—			277,539
Net cash provided by (used in) operating activities		(88,002	)		304,686			265,734			—			482,418
Cash flows from investing activities:											—
Payments for property, plant and equipment		(1,564	)		(122,328	)		—			—			(123,892	)
Proceeds from intercompany note		1,155,000			—			—			(1,155,000	)		—
Proceeds from insurance and other recoveries		3,075			—			—			—			3,075
Proceeds from dividend		—			—			70,000			(70,000	)		—
Proceeds from divestitures		—			58,034			—			—			58,034
Other, net		—			(253	)		—			—			(253	)
Proceeds from sale of fixed assets		—			12,962			—			—			12,962

Net cash provided by (used in) investing activities — continuing operations		1,156,511			(51,585	)		70,000			(1,225,000	)		(50,074	)
Net cash used in investing activities — discontinued operations		—			—			(124,104	)		—			(124,104	)

Net cash provided by (used in) investing activities		1,156,511			(51,585	)		(54,104	)		(1,225,000	)		(174,178	)
Cash flows from financing activities:
Repayments of debt		(1,350,263	)		(12	)		—			—			(1,350,275	)
Proceeds from senior secured revolver		2,481,800			—			—			—			2,481,800
Payments for senior secured revolver		(2,316,500	)		—			—			—			(2,316,500	)
Proceeds from receivables-backed facility		—			—			2,683,816			—			2,683,816
Payments for receivables-backed facility		—			—			(2,906,311	)		—			(2,906,311	)
Repayment of intercompany note		—			—			(1,155,000	)		1,155,000			—
Payment of intercompany dividend		—			—			(70,000	)		70,000			—
Issuance of common stock, net of share repurchases for withholding taxes		6,434			—			—			—			6,434
Tax savings on share-based compensation		571			—			—			—			571
Net change in intercompany balances		121,630			(259,797	)		138,167			—			—

Net cash provided by (used in) financing activities — continuing operations		(1,056,328	)		(259,809	)		(1,309,328	)		1,225,000			(1,400,465	)
Net cash provided by financing activities — discontinued operations		—			—			1,098,002			—			1,098,002

Net cash provided by (used in) financing activities		(1,056,328	)		(259,809	)		(211,326	)		1,225,000			(302,463	)
Effect of exchange rate changes on cash and cash equivalents		—			—			733			—			733

											—
Increase (decrease) in cash and cash equivalents		12,181			(6,708	)		1,037			—			6,510
Cash and cash equivalents, beginning of period		3,061			6,708			8,378			—			18,147

Cash and cash equivalents, end of period	$	15,242		$	—		$	9,415		$	—		$	24,657


	Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2011
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities — continuing operations	$	2,270		$	346,059		$	(118,812	)	$	229,517
Net cash provided by operating activities — discontinued operations		—			—			209,520			209,520

Net cash provided by operating activities		2,270			346,059			90,708			439,037
Cash flows from investing activities:
Payments for property, plant and equipment		—			(178,416	)		—			(178,416	)
Proceeds from insurance and other recoveries		—			786			—			786
Proceeds from divestitures		—			91,958			—			91,958
Proceeds from sale of fixed assets		—			6,650			—			6,650

Net cash used in investing activities — continuing operations		—			(79,022	)		—			(79,022	)
Net cash used in investing activities — discontinued operations		—			—			(49,238	)		(49,238	)

Net cash used in investing activities		—			(79,022	)		(49,238	)		(128,260	)
Cash flows from financing activities:
Repayments of debt		(203,070	)		(6,198	)		—			(209,268	)
Proceeds from senior secured revolver		3,274,390			—			—			3,274,390
Payments for senior secured revolver		(3,627,690	)		—			—			(3,627,690	)
Proceeds from receivables-backed facility		—			—			3,956,616			3,956,616
Payments for receivables-backed facility		—			—			(3,734,123	)		(3,734,123	)
Payment of financing costs		(600	)		—			—			(600	)
Issuance of common stock, net of share repurchases for withholding taxes		3,623			—			—			3,623
Tax savings on share-based compensation		33			—			—			33
Net change in intercompany balances		553,797			(248,404	)		(305,393	)		—

Net cash provided by (used in) financing activities — continuing operations		483			(254,602	)		(82,900	)		(337,019	)
Net cash provided by financing activities — discontinued operations		—			—			43,421			43,421

Net cash provided by (used in) financing activities		483			(254,602	)		(39,479	)		(293,598	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(1,097	)		(1,097	)

Increase in cash and cash equivalents		2,753			12,435			894			16,082
Cash and cash equivalents, beginning of period		308			(5,727	)		7,484			2,065

Cash and cash equivalents, end of period	$	3,061		$	6,708		$	8,378		$	18,147