Debt (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Debt Instruments

	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.

Schedule of Maturities of Long-Term Debt

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

Condensed Consolidating Balance Sheet

	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 Operations

	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

	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