DEAN FOODS CO (Form: 10-Q, Received: 08/08/2008 06:01:52)

Fixed Interest Rates

Expiration Date

Notional Amounts

(In millions)

4.07% to 4.27%

December 2010

March 2009-2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


(Mark One)

þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2008

or

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from to

Commission File Number 001-12755

Dean Foods Company

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


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

2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201
(214) 303-3400
(Address, including zip code, and telephone number, including
area code, of the registrant’s principal executive offices)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No þ

As of August 1, 2008, the number of shares outstanding of each class of common stock was: 152,350,984

Common Stock, par value $.01

Table of Contents


	Page

Part I — Financial Information
Item 1 — Financial Statements (Unaudited)		3
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3 — Quantitative and Qualitative Disclosures About Market Risk		39
Item 4 — Controls and Procedures		39
Part II — Other Information
Item 1 — Legal Proceedings		40
Item 1A — Risk Factors		40
Item 4 — Submission of Matters to a Vote of Security Holders		42
Item 5 — Other Information		42
Item 6 — Exhibits		43
Signatures		44
First Amended Independent Contractor and Noncompetition Agreement
Agreement - Steven J. Kemps
Change in Control Agreement by and between Steven J. Kemps
Form of Director's Restricted Stock Unit Award Agreement
Form of Director's Master Restricted Stock Agreement
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906
Suplemental Financial Information

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Part I — Financial Information


Item 1.	Financial Statements

DEAN FOODS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)


	June 30,			December 31,
	2008			2007

Assets
Current assets:
Cash and cash equivalents	$	38,848		$	32,555
Receivables, net		835,228			913,074
Income tax receivable		12,991			17,885
Inventories		404,233			379,773
Deferred income taxes		112,714			128,841
Prepaid expenses and other current assets		64,139			59,856

Total current assets		1,468,153			1,531,984
Property, plant and equipment, net		1,810,726			1,798,378
Goodwill		3,050,141			3,017,746
Identifiable intangible and other assets		681,231			685,248

Total	$	7,010,251		$	7,033,356


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	942,279		$	907,270
Current portion of long-term debt		283,758			25,246

Total current liabilities		1,226,037			932,516
Long-term debt		4,440,702			5,247,105
Deferred income taxes		510,427			482,212
Other long-term liabilities		268,372			320,256
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, none issued		—			—
Common stock, 152,325,910 and 132,236,217 shares issued and outstanding, with a par value of $0.01 per share		1,523			1,322
Additional paid-in capital		502,740			70,214
Retained earnings		147,190			67,533
Accumulated other comprehensive loss		(86,740	)		(87,802	)

Total stockholders’ equity		564,713			51,267

Total	$	7,010,251		$	7,033,356

See Notes to Condensed Consolidated Financial Statements.

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DEAN FOODS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share data)


	Three Months Ended				Six Months Ended
	June 30				June 30
	2008		2007		2008		2007

Net sales	$	3,102,559	$	2,843,645	$	6,179,519	$	5,473,394
Cost of sales		2,363,239		2,155,595		4,751,625		4,098,070

Gross profit		739,320		688,050		1,427,894		1,375,324
Operating costs and expenses:
Selling and distribution		461,609		428,576		899,612		844,210
General and administrative		113,627		100,423		224,308		209,813
Amortization of intangibles		1,711		1,614		3,282		3,936
Facility closing and reorganization costs		5,195		2,458		7,410		8,233
Other operating loss		—		1,342		—		1,342

Total operating costs and expenses		582,142		534,413		1,134,612		1,067,534

Operating income		157,178		153,637		293,282		307,790
Other (income) expense:
Interest expense		76,485		102,486		160,317		154,727
Other (income) expense, net		138		4,546		757		4,846

Total other expense		76,623		107,032		161,074		159,573

Income from continuing operations before income taxes		80,555		46,605		132,208		148,217
Income taxes		31,670		18,428		52,551		56,837

Income from continuing operations		48,885		28,177		79,657		91,380
Income from discontinued operations, net of tax		—		239		—		856

Net income	$	48,885	$	28,416	$	79,657	$	92,236

Average common shares:
Basic		151,984,287		130,016,900		144,933,788		129,456,835
Diluted		156,351,881		138,384,896		149,921,932		136,562,233
Basic earnings per common share:
Income from continuing operations	$	0.32	$	0.22	$	0.55	$	0.70
Income from discontinued operations		—		—		—		0.01

Net income	$	0.32	$	0.22	$	0.55	$	0.71

Diluted earnings per common share:
Income from continuing operations	$	0.31	$	0.21	$	0.53	$	0.67
Income from discontinued operations		—		—		—		0.01

Net income	$	0.31	$	0.21	$	0.53	$	0.68

Cash dividend paid	$	—	$	15.00	$	—	$	15.00

See Notes to Condensed Consolidated Financial Statements.

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DEAN FOODS COMPANY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except share data)


									Accumulated
					Additional				Other			Total
	Common Stock				Paid-In		Retained		Comprehensive			Stockholders’			Comprehensive
	Shares		Amount		Capital		Earnings		Income (Loss)			Equity			Income (Loss)

Balance, December 31, 2007		132,236,217	$	1,322	$	70,214	$	67,533	$	(87,802	)	$	51,267
Issuance of common stock		1,389,366		14		15,342		—		—			15,356
Share-based compensation expense		—		—		17,790		—		—			17,790
Public offering of equity securities		18,700,327		187		399,394		—		—			399,581
Net income		—		—		—		79,657		—			79,657		$	79,657
Other comprehensive income (loss):
Change in fair value of derivative instruments, net of tax benefit of $7,422		—		—		—		—		(10,208	)		(10,208	)		(10,208	)
Amounts reclassified to income statement related to hedging activities, net of tax of $(6,461)		—		—		—		—		10,769			10,769			10,769
Cumulative translation adjustment		—		—		—		—		501			501			501

Comprehensive income (loss)															$	80,719

Balance, June 30, 2008		152,325,910	$	1,523	$	502,740	$	147,190	$	(86,740	)	$	564,713

See Notes to Condensed Consolidated Financial Statements.

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DEAN FOODS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)


	Six Months Ended
	June 30
	2008			2007

Cash flows from operating activities:
Net income	$	79,657		$	92,236
Income from discontinued operations		—			(856	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		119,329			115,513
Share-based compensation expense		17,790			19,088
(Gain) loss on disposition of assets		(70	)		1,880
Write-down of impaired assets		3,181			4,746
Loss on divestitures of operations		—			1,342
Write-off of financing costs		—			13,545
Deferred income taxes		45,303			10,212
Other		448			383
Changes in operating assets and liabilities, net of acquisitions:
Receivables		84,809			(52,996	)
Inventories		(19,801	)		(42,969	)
Prepaid expenses and other assets		548			11,786
Accounts payable and accrued expenses		(20,784	)		38,813
Income taxes payable/receivable		4,894			(42,240	)

Net cash provided by operating activities		315,304			170,483
Cash flows from investing activities:
Payments for property, plant and equipment		(105,762	)		(103,092	)
Payments for acquisitions and investments, net of cash received		(60,889	)		(129,636	)
Net proceeds from divestitures		—			12,551
Proceeds from sale of fixed assets		5,594			3,228

Net cash used in investing activities		(161,057	)		(216,949	)
Cash flows from financing activities:
Proceeds from the issuance of debt		—			1,912,500
Repayment of debt		(16,791	)		(69,516	)
Net proceeds from (payments for) revolver and receivables-backed facility		(546,100	)		147,200
Payments of financing costs		—			(31,281	)
Issuance of common stock		413,892			26,501
Payment of special cash dividend		—			(1,942,738	)
Tax savings on share-based compensation		1,045			10,086

Net cash (used in) provided by financing activities		(147,954	)		52,752

Increase in cash and cash equivalents		6,293			6,286
Cash and cash equivalents, beginning of period		32,555			31,140

Cash and cash equivalents, end of period	$	38,848		$	37,426

See Notes to Condensed Consolidated Financial Statements.

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DEAN FOODS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Periods ended June 30, 2008 and 2007

(Unaudited)


1.	General

Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the Consolidated Financial Statements in our 2007 Annual Report on Form 10-K for the year ended December 31, 2007. In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. Our results of operations for the period ended June 30, 2008 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our Consolidated Financial Statements contained in our 2007 Annual Report on Form 10-K (filed with the Securities and Exchange Commission on February 28, 2008).

Effective January 1, 2008, we changed our presentation of reportable segments to reflect changes in the way our chief operating decision maker evaluates the performance of our operations, develops strategy, and allocates capital resources. Our reporting segments now consist of our DSD Dairy and WhiteWave-Morningstar operations. Included in the WhiteWave-Morningstar segment are the operations previously included in our former WhiteWave reportable segment and our Morningstar operations that were previously included in our former Dairy Group segment. Our historical segment disclosures have been recast to be consistent with our current presentation.

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

Recently Issued Accounting Pronouncements — The Financial Accounting Standards Board (“FASB”) issued staff position No. 157-2 (“FSP FAS 157-2”), “Effective Date of FASB Statement No. 157”, in February 2008. FSP FAS 157-2 delays the effective date of Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (which we adopted effective January 1, 2008) one year for all non-financial assets and non-financial liabilities that are not measured at fair value on a recurring basis. We do not believe the adoption of this delayed provision will have a material impact on our Condensed Consolidated Financial Statements.

The FASB issued SFAS No. 141(R), “Significant Changes in Acquisition Accounting” in December 2007. SFAS No. 141(R) contains a number of major changes affecting the allocation of the value of acquired assets and liabilities, including requiring an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies and research and development. The provisions of SFAS No. 141(R) apply only to acquisition transactions completed in fiscal years beginning after December 15, 2008. We are currently evaluating what impact the adoption of this revised standard will have on our future Condensed Consolidated Financial Statements. This standard will become effective for us in the first quarter of 2009.

The FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” in December 2007. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the condensed consolidated financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both amounts on the condensed consolidated statement of income. The calculation of earnings per share will continue to be based on income

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amounts attributable to the parent. We do not believe the adoption of this standard will have a material impact on our Condensed Consolidated Financial Statements. This standard will become effective for us in the first quarter of 2009.

The FASB issued SFAS No. 161, “Disclosure About Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” in March 2008. SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. We do not believe the adoption of this standard will have a material impact on our Condensed Consolidated Financial Statements. This standard will become effective for us in the first quarter of 2009.

The FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” in May 2008. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, “The Meaning of ‘Present Fairly in Conformity With Generally Accepted Accounting Principles’ ”. We do not believe the adoption of this standard will have a material impact on our Condensed Consolidated Financial Statements.


2.	Acquisitions

On January 9, 2008, our DSD Dairy segment completed the acquisition of the milk, cottage cheese and sour cream products business of Wells Dairy, Inc. in Le Mars, Iowa. On February 21, 2008, our DSD Dairy segment completed the acquisition of a fluid dairy manufacturing facility in Richmond, Virginia. On April 7, 2008, our DSD Dairy segment acquired the customer relationships and distribution assets of a fluid dairy facility in Atlanta, Georgia. We paid an aggregate purchase price of approximately $61 million for these acquisitions, including transaction costs. These transactions were funded with borrowings under our senior credit facility. We have not completed a final allocation of the purchase price related to these transactions. The pro forma impact of these acquisitions on consolidated net earnings would not have materially changed reported net earnings.


3.	Inventories

Inventories at June 30, 2008 and December 31, 2007 consisted of the following:


	June 30,		December 31,
	2008		2007
	(In thousands)

Raw materials and supplies	$	177,042	$	172,099
Finished goods		227,191		207,674

Total	$	404,233	$	379,773


4.	Intangible Assets

Changes in the carrying amount of goodwill for the six months ended June 30, 2008 are as follows:


				WhiteWave-
	DSD Dairy			Morningstar		Total
	(In thousands)

Balance at December 31, 2007	$	2,149,233		$	868,513	$	3,017,746
Acquisitions(1)		31,883			514		32,397
Purchase accounting adjustments		(1,616	)		1,614		(2	)

Balance at June 30, 2008	$	2,179,500		$	870,641	$	3,050,141


(1)		We have not completed a final allocation of the purchase price to the fair value of assets and liabilities assumed, associated with the acquisitions completed during 2008.

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The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of June 30, 2008 and December 31, 2007 are as follows:


	June 30, 2008							December 31, 2007
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)

Intangible assets with indefinite lives:
Trademarks	$	517,756	$	—		$	517,756	$	517,756	$	—		$	517,756
Intangible assets with finite lives:
Customer-related and other		101,572		(31,479	)		70,093		98,273		(27,621	)		70,652

Total	$	619,328	$	(31,479	)	$	587,849	$	616,029	$	(27,621	)	$	588,408

Amortization expense on intangible assets for the three months ended June 30, 2008 and 2007 was $1.7 million and $1.6 million, respectively. Amortization expense on intangible assets for the six months ended June 30, 2008 and 2007 was $3.3 and $3.9 million, respectively. Estimated aggregate intangible asset amortization expense for the next five years is as follows:


2008	$	7.0 million
2009		7.7 million
2010		7.6 million
2011		5.8 million
2012		5.4 million


5.	Long-Term Debt


	June 30, 2008						December 31, 2007
	Amount			Interest			Amount			Interest
	Outstanding			Rate			Outstanding			Rate
	(In thousands)

Dean Foods Company debt obligations:
Senior credit facility	$	3,345,100			4.30	%	$	3,836,800			6.44	%
Senior notes		498,336			7.00			498,258			7.00

		3,843,436						4,335,058
Subsidiary debt obligations:
Senior notes		328,113			6.625-6.90			325,973			6.625-6.90
Receivables-backed facility		536,600			3.58			600,000			6.00
Capital lease obligations and other		16,311						11,320

		881,024						937,293

		4,724,460						5,272,351
Less current portion		(283,758	)					(25,246	)

Total long-term portion	$	4,440,702					$	5,247,105

Senior Credit Facility — During the six months ended June 30, 2008, our senior credit facility consisted 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. At June 30, 2008, there were outstanding borrowings of $1.5 billion under the senior secured term loan A, $1.78 billion under the senior secured term loan B, and $67.6 million outstanding under the senior secured revolving credit facility. Letters of credit in the aggregate amount of $159.5 million were issued but undrawn. At June 30, 2008, approximately $1.27 billion was available for future borrowings under the senior secured revolving credit facility, subject to

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the maximum leverage and minimum interest coverage ratios and the satisfaction of certain ordinary course conditions contained in the credit agreement.

The term loan A is payable in 12 consecutive quarterly installments of:


	•	$56.25 million in each of the first eight installments, beginning on June 30, 2009 and ending on March 31, 2011; and

	•	$262.5 million in each of the next four installments, beginning on June 30, 2011 and ending on April 2, 2012.

The term loan B will amortize 1% per year, or $4.5 million on a quarterly basis, with any remaining principal balance due at final maturity on April 2, 2014. The senior secured revolving credit facility will be available for the issuance of up to $350 million of letters of credit and up to $150 million for swing line loans. No principal payments are due on the $1.5 billion senior secured revolving credit facility until maturity on April 2, 2012. The credit agreement also requires mandatory principal prepayments upon the occurrence of certain asset dispositions, recovery events, or as a result of exceeding certain leverage limits.

Under the senior credit facility, we are required to maintain certain financial covenants, including, but not limited to, maximum leverage and minimum interest coverage ratios. As of June 30, 2008, we were in compliance with all covenants contained in this agreement.

Dean Foods Company Senior Notes — 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, beginning December 1, 2006. The indenture under which we issued the senior unsecured notes 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. The outstanding balance at June 30, 2008 was $498.3 million.

Subsidiary Senior Notes — The former Dean Foods Company (“Legacy Dean”) had certain senior notes outstanding at the time of its acquisition, of which two remain outstanding. The outstanding notes carry the following interest rates and maturities:


	•	$197.1 million ($200 million face value), at 6.625% interest, maturing May 15, 2009; and

	•	$131.0 million ($150 million face value), at 6.9% interest, maturing October 15, 2017.

The related indentures do not contain financial covenants but they do contain certain restrictions, including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries. The subsidiary senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s wholly owned subsidiaries.

Receivables-Backed Facility — We have a $600 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to three wholly-owned special purpose entities intended to be bankruptcy-remote. The special purpose entities then transfer the receivables to third party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these three special purpose entities are fully reflected on our Condensed Consolidated Balance Sheet, and the securitization is treated as a borrowing for accounting purposes. On April 30, 2008, we amended the facility to reflect the reallocation of commitments among the financial institutions following the assignment of the rights and obligations of one financial institution under the facility to an existing financial institution. The March 30, 2010 facility termination date remains unchanged. During the first six months of 2008, we made payments of $63.4 million on this facility leaving a drawn balance of $536.6 million at June 30, 2008. The receivables-backed facility bears interest at a variable rate based on the commercial paper yield plus an applicable margin as defined in the agreement. The average interest rate on this facility was 3.58% at June 30, 2008. Our ability to re-borrow under this facility is subject to a borrowing base formula. This facility had $63.4 million of availability at June 30, 2008.

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

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

The following table summarizes our various interest rate agreements in effect as of June 30, 2008:


(1)		The notional amount of the swap decreases by $500 million on March 31, 2009, $800 million on March 31, 2010, and $250 million on March 31, 2011, and the balance on March 30, 2012.

These swaps are required to be recorded as an asset or liability on our Condensed Consolidated Balance Sheet at fair value, with an offset to other comprehensive income to the extent the hedge is effective. Derivative gains and losses included in other comprehensive income are reclassified into earnings as the underlying transaction occurs. Any ineffectiveness in our hedges is recorded as an adjustment to interest expense. There was no hedge ineffectiveness for the three and six months ended June 30, 2008 and 2007.

As of June 30, 2008 and December 31, 2007, our derivative liability balances were:


	June 30,		December 31,
	2008		2007
	(In thousands)

Current derivative liability	$	54,418	$	24,750
Long-term derivative liability		27,983		57,278

Total derivative liability	$	82,401	$	82,028

Interest losses (net of taxes) of $10.9 and $10.8 were reclassified to interest expense from other comprehensive income during the three and six months ended June 30, 2008, respectively. We estimate that $34.0 million of net derivative losses (net of taxes) included in other comprehensive income will be reclassified into earnings within the next 12 months. These losses will increase the interest expense recorded on our variable rate debt.

We are exposed to market risk under these arrangements due to the possibility of interest rates on our senior credit facility rising above the rates on our interest rate swap agreements. Credit risk under these arrangements is believed to be remote as the counterparties to our interest rate swap agreements are major financial institutions.

Guarantor Information — On May 17, 2006, we issued $500 million aggregate principal amount of 7.0% senior notes. The senior notes are unsecured obligations and are fully and unconditionally, joint and severally guaranteed by substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries.

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The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Dean Foods Company (“Parent”), the wholly-owned subsidiary guarantors of the senior notes and separately the combined results of the wholly-owned subsidiaries that are not a party to the guarantees. The wholly-owned non-guarantor subsidiaries reflect certain foreign and other operations in addition to our three receivables securitization subsidiaries. We do not allocate interest expense from the receivables-backed facility to the three receivables securitization subsidiaries. Therefore, the interest costs related to this facility are reflected within the guarantor financial information presented.


	Condensed Consolidating Balance Sheet as of June 30, 2008
						Non-
				Guarantor		Guarantor					Consolidated
	Parent			Subsidiaries		Subsidiaries		Eliminations			Totals
	(In thousands)

ASSETS
Current assets:
Cash and cash equivalents	$	9,715		$	25,148	$	3,985	$	—		$	38,848
Receivables, net		440			948		833,840		—			835,228
Income tax receivable		10,733			2,258		—		—			12,991
Inventories		—			404,233		—		—			404,233
Intercompany receivables		1,659,522			5,090,601		289,714		(7,039,837	)		—
Other current assets		93,345			83,366		142		—			176,853

Total current assets		1,773,755			5,606,554		1,127,681		(7,039,837	)		1,468,153
Property, plant and equipment, net		744			1,796,975		13,007		—			1,810,726
Goodwill		—			3,050,141		—		—			3,050,141
Identifiable intangible and other assets		61,408			618,763		1,060		—			681,231
Investment in subsidiaries		7,713,459			—		—		(7,713,459	)		—

Total	$	9,549,366		$	11,072,433	$	1,141,748	$	(14,753,296	)	$	7,010,251


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	87,518		$	854,515	$	246	$	—		$	942,279
Other current liabilities		(242	)		53		189		—			—
Intercompany notes		4,560,336			1,952,084		527,417		(7,039,837	)		—
Current portion of long-term debt		74,250			209,508		—		—			283,758

Total current liabilities		4,721,862			3,016,160		527,852		(7,039,837	)		1,226,037
Long-term debt		3,769,186			134,916		536,600		—			4,440,702
Other long-term liabilities		493,605			285,044		150		—			778,799
Total stockholders’ equity		564,713			7,636,313		77,146		(7,713,459	)		564,713

Total	$	9,549,366		$	11,072,433	$	1,141,748	$	(14,753,296	)	$	7,010,251

-12-


	Condensed Consolidating Balance Sheet as of December 31, 2007
						Non-
				Guarantor		Guarantor						Consolidated
	Parent			Subsidiaries		Subsidiaries			Eliminations			Totals
	(In thousands)

ASSETS
Current assets:
Cash and cash equivalents	$	601		$	26,557	$	5,397		$	—		$	32,555
Receivables, net		162			14,723		898,189			—			913,074
Income tax receivable		15,504			2,381		—			—			17,885
Inventories		—			379,773		—			—			379,773
Intercompany receivables		1,312,750			4,247,006		357,341			(5,917,097	)		—
Other current assets		109,844			78,843		10			—			188,697

Total current assets		1,438,861			4,749,283		1,260,937			(5,917,097	)		1,531,984
Property, plant and equipment, net		197			1,786,063		12,118			—			1,798,378
Goodwill		—			3,017,746		—			—			3,017,746
Identifiable intangible and other assets		69,971			614,218		1,059			—			685,248
Investment in subsidiaries		7,103,613			—		—			(7,103,613	)		—

Total	$	8,612,642		$	10,167,310	$	1,274,114		$	(13,020,710	)	$	7,033,356


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	62,179		$	844,886	$	205		$	—		$	907,270
Other current liabilities		(232	)		441		(209	)		—			—
Intercompany notes		3,652,553			1,670,913		593,631			(5,917,097	)		—
Current portion of long-term debt		18,000			7,246		—			—			25,246

Total current liabilities		3,732,500			2,523,486		593,627			(5,917,097	)		932,516
Long-term debt		4,317,059			330,046		600,000			—			5,247,105
Other long-term liabilities		511,816			290,302		350			—			802,468
Total stockholders’ equity		51,267			7,023,476		80,137			(7,103,613	)		51,267

Total	$	8,612,642		$	10,167,310	$	1,274,114		$	(13,020,710	)	$	7,033,356

-13-


	Condensed Consolidating Statements of Income
	for the Three Months Ended June 30, 2008
							Non-
				Guarantor			Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Totals
	(In thousands)

Net sales	$	—		$	3,097,139		$	5,420		$	—		$	3,102,559
Cost of sales		—			2,358,889			4,350			—			2,363,239

Gross profit		—			738,250			1,070			—			739,320
Selling and distribution		—			461,339			270			—			461,609
General, administrative and other		971			113,771			596			—			115,338
Facility closing, reorganization and other costs		—			5,195			—			—			5,195
Interest (income) expense		65,261			11,184			40			—			76,485
Other (income) expense, net		—			(251	)		389			—			138
Income from subsidiaries		(146,787	)		—			—			146,787			—

Income (loss) before income taxes		80,555			147,012			(225	)		(146,787	)		80,555
Income taxes		31,670			56,667			(100	)		(56,567	)		31,670

Net income (loss)	$	48,885		$	90,345		$	(125	)	$	(90,220	)	$	48,885


	Condensed Consolidating Statements of Income
	for the Three Months Ended June 30, 2007
						Non-
				Guarantor		Guarantor						Consolidated
	Parent			Subsidiaries		Subsidiaries			Eliminations			Totals
	(In thousands)

Net sales	$	—		$	2,842,125	$	1,520		$	—		$	2,843,645
Cost of sales		—			2,154,447		1,148			—			2,155,595

Gross profit		—			687,678		372			—			688,050
Selling and distribution		—			428,438		138			—			428,576
General, administrative and other		1,457			99,682		898			—			102,037
Facility closing, reorganization and other costs		117			3,683		—			—			3,800
Interest (income) expense		84,089			18,241		156			—			102,486
Other (income) expense, net		4,518			375		(347	)		—			4,546
Income from subsidiaries		(136,786	)		—		—			136,786			—

Income (loss) from continuing operations before income taxes		46,605			137,259		(473	)		(136,786	)		46,605
Income taxes		18,428			52,409		(170	)		(52,239	)		18,428

Income (loss) from continuing operations		28,177			84,850		(303	)		(84,547	)		28,177
Income from discontinued operations, net of tax		—			—		239			—			239

Net income (loss)	$	28,177		$	84,850	$	(64	)	$	(84,547	)	$	28,416

-14-


	Condensed Consolidating Statements of Income
	for the Six Months Ended June 30, 2008
							Non-
				Guarantor			Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Totals
	(In thousands)

Net sales	$	—		$	6,169,903		$	9,616		$	—		$	6,179,519
Cost of sales		—			4,743,952			7,673			—			4,751,625

Gross profit		—			1,425,951			1,943			—			1,427,894
Selling and distribution		—			899,131			481			—			899,612
General, administrative and other		1,142			225,272			1,176			—			227,590
Facility closing, reorganization and other costs		—			7,410			—			—			7,410
Interest (income) expense		135,653			24,719			(55	)		—			160,317
Other (income) expense, net		571			(715	)		901			—			757
Income from subsidiaries		(269,574	)		—			—			269,574			—

Income (loss) before income taxes		132,208			270,134			(560	)		(269,574	)		132,208
Income taxes		52,551			104,433			(242	)		(104,191	)		52,551

Net income (loss)	$	79,657		$	165,701		$	(318	)	$	(165,383	)	$	79,657


	Condensed Consolidating Statements of Income
	for the Six Months Ended June 30, 2007
						Non-
				Guarantor		Guarantor						Consolidated
	Parent			Subsidiaries		Subsidiaries			Eliminations			Totals
	(In thousands)

Net sales	$	—		$	5,470,581	$	2,813		$	—		$	5,473,394
Cost of sales		—			4,095,943		2,127			—			4,098,070

Gross profit		—			1,374,638		686			—			1,375,324
Selling and distribution		—			843,932		278			—			844,210
General, administrative and other		2,859			209,084		1,806			—			213,749
Facility closing, reorganization and other costs		117			9,458		—			—			9,575
Interest (income) expense		117,780			36,744		203			—			154,727
Other (income) expense, net		4,895			287		(336	)		—			4,846
Income from subsidiaries		(273,868	)		—		—			273,868			—

Income (loss) from continuing operations before income taxes		148,217			275,133		(1,265	)		(273,868	)		148,217
Income taxes		56,837			104,428		(476	)		(103,952	)		56,837

Income (loss) from continuing operations		91,380			170,705		(789	)		(169,916	)		91,380
Income from discontinued operations, net of tax		—			—		856			—			856

Net income (loss)	$	91,380		$	170,705	$	67		$	(169,916	)	$	92,236

-15-


	Condensed Consolidating Statement of Cash Flows
	for the Six Months Ended June 30, 2008
							Non-
				Guarantor			Guarantor			Consolidated
	Parent			Subsidiaries			Subsidiaries			Totals
	(In thousands)

Net cash provided by (used in) operating activities	$	(48,100	)	$	298,660		$	64,744		$	315,304
Additions to property, plant and equipment		(547	)		(103,729	)		(1,486	)		(105,762	)
Payments for acquisitions and investments, net of cash received		(60,889	)		—			—			(60,889	)
Proceeds from sale of fixed assets		—			5,594			—			5,594

Net cash used in investing activities		(61,436	)		(98,135	)		(1,486	)		(161,057	)
Net repayment of debt		(491,700	)		(7,791	)		(63,400	)		(562,891	)
Issuance of common stock		413,892			—			—			413,892
Tax savings on share-based compensation		1,045			—			—			1,045
Net change in intercompany balances		195,413			(194,143	)		(1,270	)		—

Net cash provided by (used in) financing activities		118,650			(201,934	)		(64,670	)		(147,954	)
Increase (decrease) in cash and cash equivalents		9,114			(1,409	)		(1,412	)		6,293
Cash and cash equivalents, beginning of period		601			26,557			5,397			32,555

Cash and cash equivalents, end of period	$	9,715		$	25,148		$	3,985		$	38,848


	Condensed Consolidating Statements of Cash Flows
	for the Six Months Ended June 30, 2007
							Non-
				Guarantor			Guarantor			Consolidated
	Parent			Subsidiaries			Subsidiaries			Totals
	(In thousands)

Net cash provided by (used in) operating activities	$	(77,808	)	$	345,653		$	(97,362	)	$	170,483
Additions to property, plant and equipment		(386	)		(102,512	)		(194	)		(103,092	)
Payments for acquisitions and investments, net of cash received		(129,636	)		—			—			(129,636	)
Net proceeds from divestitures		12,551			—			—			12,551
Proceeds from sale of fixed assets		—			3,228			—			3,228

Net cash used in investing activities		(117,471	)		(99,284	)		(194	)		(216,949	)
Proceeds from issuance of debt		1,912,500			—			—			1,912,500
Repayment of debt		(60,750	)		(8,766	)		—			(69,516	)
Net proceeds from revolver and receivables — backed facility		99,000			—			48,200			147,200
Payment of financing costs		(31,281	)		—			—			(31,281	)
Issuance of common stock		26,501			—			—			26,501
Payment of special cash dividend		(1,942,738	)		—			—			(1,942,738	)
Tax savings on share-based compensation		10,086			—			—			10,086
Net change in intercompany balances		181,387			(230,521	)		49,134			—

Net cash provided by (used in) financing activities		194,705			(239,287	)		97,334			52,752
Increase (decrease) in cash and cash equivalents		(574	)		7,082			(222	)		6,286
Cash and cash equivalents, beginning of period		579			26,254			4,307			31,140

Cash and cash equivalents, end of period	$	5		$	33,336		$	4,085		$	37,426

-16-


6.	Common Stock and Share-Based Compensation

Public Offering of Equity Securities — On March 5, 2008, we issued and sold 18.7 million shares of our common stock, $0.01 par value per share, in a public offering pursuant to a registration statement on Form S-3. We received net proceeds of approximately $400.0 million from the offering. The net proceeds from the offering were used to reduce debt outstanding under the revolving portion of our senior credit facility.

Stock Options — The following table summarizes stock option activity during the first six months of 2008:


						Weighted
				Weighted		Average		Aggregate
				Average		Contractual Life		Intrinsic
	Options			Exercise Price		(Years)		Value

Options outstanding at December 31, 2007		22,016,663		$	18.40
Options granted		2,920,738			25.08
Options canceled or forfeited(1)		(228,216	)		27.02
Options exercised		(1,160,855	)		13.30

Options outstanding at June 30, 2008		23,548,330			19.39		5.92	$	79,963,008

Options exercisable at June 30, 2008		17,220,743			16.63		4.83	$	79,963,008


(1)		Pursuant to the terms of our stock option plans, options that are canceled or forfeited become available for future grants.

During the three months ended June 30, 2008 and 2007, we recognized stock option expense of $6.2 million and $6.5 million, respectively. During the six months ended June 30, 2008 and 2007, we recognized stock option expense of $11.8 million and $11.6 million, respectively.

Restricted Stock Units — The following table summarizes restricted stock unit (“stock units”) activity during the first six months of 2008:


	Employees			Directors			Total

Stock units outstanding at December 31, 2007		1,140,152			78,863			1,219,015
Stock units issued		905,056			22,950			928,006
Shares issued upon vesting of stock units		(172,255	)		(30,132	)		(202,387	)
Stock units canceled or forfeited(1)		(99,455	)		—			(99,455	)

Stock units outstanding at June 30, 2008		1,773,498			71,681			1,845,179

Weighted average grant date fair value	$	26.74		$	21.24		$	26.58


(1)		Pursuant to the terms of our stock unit plans, employees have the option of forfeiting stock units to cover their minimum statutory tax withholding when shares are issued. Stock units that are canceled or forfeited become available for future grants.

During the three months ended June 30, 2008 and 2007, we recognized stock unit expense of $3.1 million and $4.3 million, respectively. During the six months ended June 30, 2008 and 2007, we recognized stock unit expense of $5.9 million and $7.5 million, respectively.

-17-


7.	Earnings Per Share

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


	Three Months Ended				Six Months Ended
	June 30				June 30
	2008		2007		2008		2007
	(In thousands, except share data)

Basic EPS computation:
Numerator:
Income from continuing operations	$	48,885	$	28,177	$	79,657	$	91,380
Denominator:
Average common shares		151,984,287		130,016,900		144,933,788		129,456,835

Basic EPS from continuing operations	$	0.32	$	0.22	$	0.55	$	0.70

Diluted EPS computation:
Numerator:
Income from continuing operations	$	48,885	$	28,177	$	79,657	$	91,380
Denominator:
Average common shares — basic		151,984,287		130,016,900		144,933,788		129,456,835
Stock option conversion(1)		4,367,594		7,923,709		4,789,006		6,672,200
Stock units		—		444,287		199,138		433,198

Average common shares — diluted		156,351,881		138,384,896		149,921,932		136,562,233

Diluted EPS from continuing operations	$	0.31	$	0.21	$	0.53	$	0.67



(1) Anti-dilutive shares excluded		10,297,703		3,052,561		9,954,177		2,365,750

-18-


8.	Employee Retirement and Postretirement Benefits

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


	Three Months						Six Months
	Ended						Ended
	June 30						June 30
	2008			2007			2008			2007
	(In thousands)

Components of net periodic pension cost:
Service cost	$	621		$	675		$	1,241		$	1,351
Interest cost		4,040			4,246			8,080			8,492
Expected return on plan assets		(4,796	)		(4,681	)		(9,592	)		(9,362	)
Amortizations:
Unrecognized transition obligation		28			28			56			56
Prior service cost		223			211			445			421
Unrecognized net loss		509			719			1,019			1,438

Net periodic benefit cost	$	625		$	1,198		$	1,249		$	2,396

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


	Three Months						Six Months
	Ended						Ended
	June 30						June 30
	2008			2007			2008			2007
	(In thousands)

Components of net periodic benefit cost:
Service cost	$	380		$	358		$	760		$	715
Interest cost		426			411			852			823
Amortizations:
Prior service cost		(17	)		(17	)		(34	)		(34	)
Unrecognized net loss		156			266			311			532

Net periodic benefit cost	$	945		$	1,018		$	1,889		$	2,036


9.	Facility Closing And Reorganization Costs

We recorded net facility closing and reorganization costs of $5.2 million and $2.5 million during the three months ended June 30, 2008 and 2007, respectively, and $7.4 and $8.2 million during the six months ended June 30, 2008 and 2007, respectively. Those costs included the following types of cash and non-cash charges:


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

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

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

	•	Costs associated with the centralization of certain finance and transaction processing activities from local to regional facilities; and

-19-


	•	Write-downs of property, plant and equipment and other assets, primarily for asset impairments as a result of the decision to close a facility. The impairments relate primarily to owned buildings, land and equipment at the facilities, which are written down to their estimated fair value and held for sale.

Approved plans within our multi-year initiatives and related charges are summarized as follows:


	Three Months				Six Months
	Ended				Ended
	June 30				June 30
	2008		2007		2008		2007
	(In thousands)

Closure of facilities:
DSD Dairy(1)	$	2,187	$	1,198	$	4,245	$	4,605
WhiteWave-Morningstar(2)		2,944		—		2,944		—
Workforce reductions within the DSD Dairy segment resulting from:
Realignment of finance and transaction processing activities(3)		64		1,171		221		1,362
Management realignment(4)		—		89		—		2,266

Total	$	5,195	$	2,458	$	7,410	$	8,233


(1)		Charges primarily relate to the closure of facilities in Denver, Colorado; Union, New Jersey; Detroit, Michigan; Kalispell, Montana; and Akron, Ohio. We expect to incur additional charges related to these facility closures of $4.0 million, related to shutdown and other costs. As we continue the evaluation of our supply chain, it is likely that we will close additional facilities in the future.

(2)		Charges primarily relate to the closure of a facility in Belleville, Pennsylvania. We expect to incur additional charges related to this facility closure of $1.7 million, related to shutdown and other costs.

(3)		In 2006, we began the centralization of certain finance and transaction processing activities from local to regional facilities. We have incurred $7.1 million of workforce reduction costs since the inception of this initiative and expect to incur $1.5 million of additional costs through the end of 2009. We will continue to evaluate additional opportunities for centralization of activities, which could result in additional charges in the future.

(4)		In 2007, we realigned certain management positions within our former Dairy Group segment to facilitate supply-chain focused platforms. This resulted in the elimination of certain regional and corporate office positions, including the former President of the former Dairy Group segment. These positions will not be replaced. Since the inception of this initiative, we have incurred $10.6 million of workforce reduction costs, $3.4 million of which was a non-cash charge resulting from acceleration of vesting on share-based compensation.

-20-

Activity for the first six months of 2008 with respect to facility closing and reorganization costs is summarized below and includes items expensed as incurred:


	Accrued							Accrued
	Charges at							Charges at
	December 31,							June 30,
	2007		Charges		Payments			2008
	(In thousands)

Cash charges:
Workforce reduction costs	$	13,062	$	1,955	$	(8,222	)	$	6,795
Shutdown costs		19		1,409		(1,420	)		8
Lease obligations after shutdown		43		92		(119	)		16
Other		88		780		(851	)		17

Subtotal	$	13,212		4,236	$	(10,612	)	$	6,836

Noncash charges:
Write-down of assets(1)				3,174

Total charges			$	7,410


(1)		The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets are written down to their estimated fair value and held for sale. The effect of suspending depreciation on the buildings and equipment related to the closed facilities was not significant. The carrying value of closed facilities at June 30, 2008 was $14.3 million. We are marketing these properties for sale.

We are currently working through a multi-year initiative to optimize our manufacturing and distribution capabilities. This initiative will have multiple phases as we evaluate and modify historical activities surrounding purchasing, support, and decision-making infrastructure, supply chain, selling organization, brand building, and product innovation. These initiatives will require investments in people, systems, tools, and facilities. As a direct result of these initiatives, over the next several years, we will incur facility closing and reorganization costs including:


	•	One-time termination benefits to employees;

	•	Write-down of operating assets prior to the end of their respective economic useful lives;

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

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

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

-21-


10.	Fair Value Measurement

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair market value measurements. SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, SFAS No. 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:


	•	Level 1 — Quoted prices for identical instruments in active markets.

	•	Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active market.

	•	Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

In addition, SFAS No. 157 requires disclosures about the use of fair value to measure assets and liabilities to enable the assessment of inputs used to develop fair value measures, and for unobservable inputs, to determine the effects of the measurements on earnings.

Effective January 1, 2008, we partially adopted SFAS No. 157 and have applied its provisions to financial assets and liabilities that are measured at fair value and non-financial assets and liabilities that are measured at fair value on a recurring basis (at least annually). We have not yet adopted SFAS No. 157 for non-financial assets and liabilities, in accordance with FSP FAS 157-2. FSP FAS 157-2 delays the effective date of SFAS No. 157 to January 1, 2009, for all non-financial assets and non-financial liabilities that are not measured at fair value on a recurring basis.

We use certain cash flow hedging derivative instruments to manage interest rate exposures on a portion of our debt. These derivative instruments are measured at fair value using direct observable swap rates at commonly quoted intervals for the full term of the swap.

A summary of our cash flow hedging derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 2008 is as follows (in thousands):


	Fair Value
	as of
	June 30, 2008		Level 1		Level 2		Level 3

Cash flow hedging derivative liability	$	82,401	$	—	$	82,401	$	—


11.	Commitments and Contingencies

Contingent Obligations Related to Divested Operations — We have divested several businesses in recent years. In each case, we have retained certain known contingent obligations related to those businesses and/or assumed an obligation to indemnify the purchasers of the businesses for certain unknown contingent liabilities, including environmental liabilities. We believe that we have established adequate reserves for potential liabilities and indemnifications related to our divested businesses. Moreover, we do not expect any liability that we may have for these retained liabilities, or any indemnification liability, to materially exceed amounts accrued.

Contingent Obligations Related to Milk Supply Arrangements — On December 21, 2001, in connection with our acquisition of Legacy Dean, we purchased Dairy Farmers of America’s (“DFA”) interest in our operations. In connection with that transaction, we entered into two agreements with DFA designed to ensure that DFA has the opportunity to continue to supply raw milk to certain of our facilities, or be paid for the loss of that business. One such agreement is a promissory note with a 20-year term that bears interest based on the consumer price index. Interest will not be paid in cash but will be added to the principal amount of the note

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annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we materially breach or terminate one of our milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021, without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. The other agreement would require us to pay damages to DFA if we fail to offer DFA the right to supply milk to certain facilities that we acquired as part of Legacy Dean after the pre-existing agreements with certain other suppliers or producers expire. We have not breached or terminated any of our milk supply agreements with DFA.

Insurance — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverages. These deductibles range from $500,000 for medical claims to $2.0 million for casualty claims, but may vary higher or lower due to insurance market conditions and risk. We believe that we have established adequate reserves to cover these claims.

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

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

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

We were named, among several defendants, in two purported class action antitrust complaints filed on July 5, 2007. The complaints were filed in the United States District Court for the Middle District of Tennessee, Columbia Division, and allege generally that we and others in the milk industry worked together to limit the price Southeastern dairy farmers are paid for their raw milk and to deny these farmers access to fluid Grade A milk processing facilities (“dairy farmer actions”). A third purported class action antitrust complaint (“retailer action”) was filed on August 9, 2007 in the United States District Court for the Eastern District of Tennessee, Greenville Division. The complaint in the retailer action was amended on March 28, 2008. The amended complaint alleges generally that we, either acting alone or in conjunction with others in the milk industry, lessened competition in the Southeastern United States for the sale of processed fluid Grade A milk to retail outlets and other customers, and that the defendants’ conduct also artificially inflated retail prices for direct milk purchasers. Four additional purported class action complaints were filed on August 27, 2007, October 3, 2007, November 15, 2007 and February 13, 2008 in the United States District Court for the Eastern District of Tennessee, Greenville Division. The allegations in these complaints are similar to those in the dairy farmer actions.

On January 7, 2008, a United States Judicial Panel on Multidistrict Litigation transferred all of the pending cases to the Eastern District of Tennessee, Greenville Division. On April 1, 2008, the Eastern District Court ordered the consolidation of the six dairy farmer actions, and ordered the retailer action to be administratively consolidated with the coordinated dairy farmer actions. A motion to dismiss the dairy farmer actions was denied on May 20, 2008, and an amended consolidated complaint was filed by the dairy farmer

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plaintiffs on June 20, 2008. A motion to dismiss the retailer action is currently pending before the Court. These matters are currently in discovery and we intend to vigorously defend them.

On January 18, 2008, our subsidiary, Kohler Mix Specialties, LLC (“Kohler”), was named as defendant in a civil complaint filed in the Superior Court, Judicial District of Hartford. The plaintiff in the case is the Commissioner of Environmental Protection of the State of Connecticut. The complaint alleges generally that Kohler improperly discharged wastewater in to the waters of the State of Connecticut, and bypassed certain wastewater treatment equipment. The plaintiff is seeking injunctive relief and civil penalties with respect to the claims. We are currently investigating the matter and the claims presented.

At this time, it is not possible to predict the ultimate outcome of the matters set forth above.


12.	Segment, Geographic and Customers Information

We currently have two reportable segments: DSD Dairy and WhiteWave-Morningstar.

Our DSD Dairy segment is our largest segment with over 80 manufacturing facilities geographically located largely based on local and regional customer needs and other market factors. It manufactures, markets and distributes a wide variety of branded and private-label dairy case products, including milk, creamers, ice cream, juices and teas, to retailers, distributors, foodservice outlets, educational institutions, and governmental entities across the United States. Our direct store delivery or “DSD” business is delivered through what we believe to be one of the most extensive refrigerated DSD systems in the United States.

Our WhiteWave-Morningstar segment consists of two platforms: WhiteWave and Morningstar. Our WhiteWave platform (“WhiteWave”) manufactures, develops, markets and sells a variety of nationally branded soy, dairy and dairy-related products, such as Silk ^® soymilk and cultured soy products, Horizon Organic ^® milk and other dairy products, International Delight ^® coffee creamers, LAND O’LAKES ^® creamer and fluid dairy products and Rachel’s Organic ^® dairy products. Our Morningstar platform (“Morningstar”) is one of the leading U.S. manufacturers of private label cultured and extended shelf life dairy products such as ice cream mix, sour and whipped cream, yogurt and cottage cheese. Our WhiteWave-Morningstar segment also sells The Organic Cow ^® organic dairy products. Our WhiteWave-Morningstar segment sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores, drug stores, and foodservice outlets. The majority of the WhiteWave and Morningstar products are delivered through warehouse delivery systems.

We evaluate the performance of our segments based on sales and operating profit or loss before gains and losses on the sale of businesses, facility closing and reorganization costs and foreign exchange gains and losses. In addition, the expense related to share-based compensation has not been allocated to our segments and is reflected entirely within the caption “Corporate.” Therefore, the measure of segment profit or loss presented below is before such items. Our Chief Executive Officer is our chief operating decision maker. The accounting policies of our segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to our Consolidated Financial Statements contained in our 2007 Annual Report on Form 10-K.

Due to changes in our reportable segments as discussed in Note 1 to our Condensed Consolidated Financial Statements, segment results for the three and six months ended 2007 have been recast to present results on a comparable basis, including the transfer of $334.4 million of goodwill from the DSD Dairy segment to the WhiteWave-Morningstar segment. These changes had no impact on consolidated net sales or operating income.

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


	Three Months Ended						Six Months Ended
	June 30						June 30
	2008			2007			2008			2007
	(In thousands)

Net sales to external customers:
DSD Dairy	$	2,450,239		$	2,252,786		$	4,908,715		$	4,352,852
WhiteWave-Morningstar		652,320			590,859			1,270,804			1,120,542

Total	$	3,102,559		$	2,843,645		$	6,179,519		$	5,473,394

Intersegment sales:
DSD Dairy	$	12,508		$	12,936		$	24,986		$	22,292
WhiteWave-Morningstar		67,513			57,752			132,411			110,497

Total	$	80,021		$	70,688		$	157,397		$	132,789

Operating income:
DSD Dairy	$	154,254		$	141,154		$	285,162		$	294,804
WhiteWave-Morningstar		49,299			55,824			94,691			101,002

Total reportable segment operating income		203,553			196,978			379,853			395,806
Corporate		(41,180	)		(39,541	)		(79,161	)		(78,441	)
Facility closing, reorganization and other costs		(5,195	)		(3,800	)		(7,410	)		(9,575	)

Total	$	157,178		$	153,637		$	293,282		$	307,790


	June 30,		December 31,
	2008		2007
	(In thousands)

Assets:
DSD Dairy	$	4,722,494	$	4,750,747
WhiteWave-Morningstar		2,031,651		2,010,487
Corporate		256,106		272,122

Total	$	7,010,251	$	7,033,356

Geographic Information — Less than 1% of our net sales and long-lived assets relate to operations outside of the United States.

Significant Customers — Our DSD Dairy and WhiteWave-Morningstar segments each had a single customer that represented greater than 10% of their net sales in the three and six months ended June 30, 2008 and 2007. Approximately 17.5% and 17.8% of our consolidated net sales in the three months ended June 30, 2008 and 2007, respectively, were to that same customer. Approximately 17.4% and 18.3% of our consolidated net sales in the six months ended June 30, 2008 and 2007, respectively, were to that same customer.

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

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on our current expectations and our projections about future events, and are not statements of historical fact. Forward-looking statements include statements concerning our business strategy, among other things, including anticipated trends and developments in and management plans for our business and the markets in which we operate. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” and “continue,” the negative or plural of these words and other comparable terminology. All forward-looking statements included in this Form 10-Q are based upon information available to us as of the filing date of this Form 10-Q, and we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on these forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed in the section entitled “Part II — Item 1A — Risk Factors” in this Form 10-Q, “Part I — Item 1A — Risk Factors” in our 2007 Annual Report on Form 10-K and elsewhere in this Form 10-Q. You should carefully consider the risks and uncertainties described under these sections.

Business Overview

We are one of the leading food and beverage companies in the United States. Our DSD Dairy segment 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. Our WhiteWave-Morningstar segment markets and sells a variety of nationally branded dairy and dairy-related products, such as Silk ^® soymilk and cultured soy products , Horizon Organic ^® milk and other dairy products, International Delight ^® coffee creamers, LAND O’LAKES ^® creamers and other fluid dairy products. Our WhiteWave-Morningstar segment’s Rachel’s Organic ^® dairy products brand is the second largest organic yogurt brand in the United Kingdom. Additionally, our WhiteWave-Morningstar segment markets and sells private label cultured and extended shelf life dairy products through our Morningstar platform.

During 2007, we began aligning our leadership teams and strategy around distinct supply chain and delivery channels. Effective January 1, 2008, consistent with this direction, we disaggregated the former Dairy Group segment into a DSD Dairy fluid and ice cream platform and a Morningstar platform. The Morningstar platform is now a part of our WhiteWave-Morningstar segment.

DSD Dairy — Our DSD Dairy segment is our largest segment, with approximately 79% of our consolidated net sales in the three and six months ended June 30, 2008. The DSD Dairy segment manufactures, markets and distributes a wide variety of branded and private label dairy case products, including milk, creamers, ice cream, juices and teas, to retailers, distributors, foodservice outlets, educational institutions, and governmental entities across the United States. Due to the perishable nature of its products, our DSD Dairy segment delivers the majority of its products directly to its customers’ locations in refrigerated trucks or trailers that we own or lease. This form of delivery is called a “direct store delivery” or “DSD” system. We believe that our DSD Dairy segment has one of the most extensive refrigerated DSD systems in the United States. The DSD Dairy segment sells its products primarily on a local or regional basis through its local and regional sales forces, although some national customer relationships are coordinated by the DSD Dairy segment’s corporate sales department. Our DSD Dairy segment does not have contracts with many of its customers, including its largest customers, and most of its existing contracts are generally terminable at will by the customer.

WhiteWave-Morningstar — Our WhiteWave-Morningstar segment net sales are approximately 21% of our consolidated net sales in the three and six months ended June 30, 2008. The WhiteWave-Morningstar segment

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manufactures, develops, markets and sells a variety of nationally branded soy, dairy and dairy-related products such as Silk soymilk and cultured soy products, Horizon Organic dairy and other products, International Delight coffee creamers, LAND O’LAKES creamers and fluid dairy products and Rachel’s Organic dairy products. Our WhiteWave-Morningstar segment also sells The Organic Cow ^® organic dairy products. We license the LAND O’LAKES name from a third party. With the addition of Morningstar, our WhiteWave-Morningstar segment now includes private label cultured and extended shelf life dairy products such as ice cream mix, sour and whipped cream, yogurt and cottage cheese. The WhiteWave-Morningstar segment sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores, drug stores, and foodservice outlets. The WhiteWave-Morningstar segment sells its products through its internal sales force and through independent brokers. Our WhiteWave-Morningstar segment does not have contracts with many of its customers, including its largest customers, and most of its existing contracts are generally terminable at will by the customer.

Recent Developments

Developments Since January 1, 2008

Current Dairy Environment — Rapidly increasing and record high dairy commodity costs created a challenging operating environment throughout 2007. While conventional raw milk prices decreased in the first six months of 2008 from the levels experienced in the fourth quarter of 2007, they remain significantly higher than prices in the first six months of the prior year. As a result of this extremely volatile commodity environment, we face unprecedented cost challenges in our DSD Dairy segment operations. Despite these cost challenges, we continue to focus on cost control and supply chain efficiency through initiatives such as the reduction in workforce executed late last fall, improved effectiveness in the pass through of costs to our customers, and our continued focus to drive productivity and efficiency within our operations.

Throughout most of 2007, the industry, including us, experienced an oversupply in organic raw milk. This oversupply led to aggressive discounting within this product category, particularly in the second half of 2007. In 2008, the supply and demand balance has improved, which has lessened the level of discounting. However, significant pricing pressures remain, particularly from private label products. Net price increases to our customers have not kept pace with the rising input cost of organic milk as upward pressure on pay prices to our farmers continues to reflect the sharp rise in feed and fuel costs experienced by our network of over 400 organic family farms.

Public Offering of Equity Securities — On March 5, 2008, we issued and sold 18.7 million shares of our common stock, $0.01 par value per share, in a public offering pursuant to a registration statement on Form S-3. We received net proceeds of $400.0 million from the offering. The net proceeds from the offering were used to reduce debt outstanding under the revolving portion of our senior credit facility.

Acquisitions — During the first six months of 2008, our DSD Dairy segment completed three acquisitions. The aggregate purchase price of these acquisitions was approximately $61 million, including transaction costs. We have noted an increase in potential transaction activity. We attribute this increase in activity in part to higher commodity prices and tightening of financial markets.

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Results of Operations

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


	Three Months Ended June 30										Six Months Ended June 30
	2008					2007					2008					2007
	Dollars		Percent			Dollars		Percent			Dollars		Percent			Dollars		Percent
								(Dollars in millions)

Net sales	$	3,102.5		100.0	%	$	2,843.6		100.0	%	$	6,179.5		100.0	%	$	5,473.4		100.0	%
Cost of sales		2,363.2		76.2			2,155.6		75.8			4,751.6		76.9			4,098.1		74.9

Gross profit(1)		739.3		23.8			688.0		24.2			1,427.9		23.1			1,375.3		25.1
Operating costs and expenses:
Selling and distribution		461.6		14.9			428.6		15.1			899.6		14.6			844.2		15.4
General and administrative		113.6		3.6			100.4		3.5			224.3		3.6			209.8		3.8
Amortization of intangibles		1.7		0.1			1.6		0.1			3.3		0.1			3.9		0.1
Facility closing, reorganization and other costs		5.2		0.1			3.8		0.1			7.4		0.1			9.6		0.2

Total operating costs and expenses		582.1		18.7			534.4		18.8			1,134.6		18.4			1,067.5		19.5

Total operating income	$	157.2		5.1	%	$	153.6		5.4	%	$	293.3		4.7	%	$	307.8		5.6	%


(1)		As disclosed in Note 1 to our Consolidated Financial Statements in our 2007 Annual Report on Form 10-K, we include certain shipping and handling costs within selling and distribution expense. As a result, our gross profit may not be comparable to other entities that present all shipping and handling costs as a component of cost of sales.

Quarter Ended June 30, 2008 Compared to Quarter Ended June 30, 2007 — Consolidated Results

Net Sales — Net sales by segment are shown in the table below.


	Quarter Ended June 30
					$ Increase/		% Increase/
	2008		2007		(Decrease)		(Decrease)
	(Dollars in millions)

DSD Dairy	$	2,450.2	$	2,252.8	$	197.4		8.8	%
WhiteWave-Morningstar		652.3		590.8		61.5		10.4	%

Total	$	3,102.5	$	2,843.6	$	258.9		9.1	%

The increase in net sales was due to the following:


	Quarter Ended June 30, 2008
	vs Quarter Ended June 30, 2007
						Pricing
						And Product		Total Increase/
	Acquisitions		Volume			Mix Changes		(Decrease)
	(Dollars in millions)

DSD Dairy	$	34.8	$	(5.9	)	$	168.5	$	197.4
WhiteWave-Morningstar		—		42.3			19.2		61.5

Total	$	34.8	$	36.4		$	187.7	$	258.9

Net sales increased during the second quarter of 2008 as compared to the second quarter of 2007 primarily due to our more effective pass through of higher conventional milk prices, and other commodity costs in our DSD Dairy segment, as well as volume growth in our national brands and Morningstar operations.

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Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; and plant and equipment costs, including costs to operate and maintain our coolers and freezers. Cost of sales increased by $207.6 million, or 9.6%, in the second quarter of 2008 from the second quarter of 2007 primarily due to higher volume and higher conventional and organic raw milk costs. The higher commodity prices, as well as relative pricing movement between raw skim milk and butterfat impacted other components of cost of sales.

Operating Costs and Expenses — Our operating expenses increased $47.7 million, or 8.9%, in the second quarter of 2008 as compared to the same period in the prior year. Significant changes to operating costs and expenses include the following:


	•	Selling and distribution costs increased $33.0 million primarily due to higher fuel costs and third party freight.

	•	General and administrative costs increased $13.2 million primarily driven by increased personnel-related costs of $11.8 million.

	•	Net facility closing, reorganization and other costs increased $1.4 million from the second quarter of 2007. See Note 9 to our Condensed Consolidated Financial Statements for further information on our facility closing and reorganization activities.

Other (Income) Expense — Interest expense decreased to $76.5 million in the second quarter of 2008 from $102.5 million in the second quarter of 2007, primarily driven by the reduction in debt related to our $400 million paydown of the revolving portion of our senior credit facility with proceeds from our equity offering on March 5, 2008, as well as the paydown of debt with cash flow from operations. In addition, we wrote off $13.5 million in financing costs in the second quarter of 2007 due to the completion of our new senior credit facility and incurred $4.5 million of professional fees and other costs related to the payment of a special cash dividend.

Income Taxes — Income tax expense was recorded at an effective rate of 39.3% in the second quarter of 2008 compared to 39.5% in the second quarter of 2007. Our effective tax rate varies based on the relative earnings of our business units.

Quarter Ended June 30, 2008 Compared to Quarter Ended June 30, 2007 — Results by Segment

DSD Dairy

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


	Quarter Ended June 30
	2008					2007
	Dollars		Percent			Dollars		Percent
			(Dollars in millions)

Net sales	$	2,450.2		100.0	%	$	2,252.8		100.0	%
Cost of sales		1,884.4		76.9			1,728.9		76.7

Gross profit		565.8		23.1			523.9		23.3
Operating costs and expenses		411.5		16.8			382.7		17.0

Total segment operating income	$	154.3		6.3	%	$	141.2		6.3	%

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Net Sales — The increase in our DSD Dairy segment’s net sales of 8.8% was due largely to the more effective pass through of higher conventional milk prices and other commodities, as well as acquisitions completed in 2008. Our DSD Dairy segment generally increases or decreases the prices of its fluid dairy products on a monthly basis in correlation to fluctuations in the costs of raw materials, packaging supplies and delivery costs. However, in some cases, we are competitively or contractually constrained with respect to the means and/or timing of price increases. This can have a negative impact on our DSD Dairy segment’s profitability. The following table sets forth the average monthly Class I “mover” and its components, as well as the average monthly Class II minimum prices for raw skim milk and butterfat for the second quarter of 2008 compared to the second quarter of 2007:


	Quarter Ended June 30*
	2008		2007		% Change

Class I mover(1)	$	17.80	$	16.25		10	%
Class I raw skim milk mover(1)(2)		13.15		11.55		14
Class I butterfat mover(3)(4)		1.46		1.46		—
Class II raw skim milk minimum(1)(2)		10.59		11.59		(9	)
Class II butterfat minimum(3)(4)		1.56		1.57		(1	)


*		The prices noted in this table are not the prices that we actually pay. The federal order minimum prices applicable at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover prices plus a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and supplier. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our 2007 Annual Report on Form 10-K and “— Known Trends and Uncertainties — Prices of Raw Milk and Other Inputs” below for a more complete description of raw milk pricing.

(1)		Prices are per hundredweight.

(2)		We process Class I raw skim milk and butterfat into fluid milk products.

(3)		Prices are per pound.

(4)		We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; and plant and equipment costs, including costs to operate and maintain our coolers and freezers. DSD Dairy’s cost of sales increased by $155.5 million, or 9.0%, in the second quarter of 2008 from the second quarter of 2007, primarily due to higher conventional raw milk costs, resin and packaging, and conversion costs. The higher commodity prices as well as relative pricing movement between raw skim milk and butterfat resulted and impacted other components of cost of sales.

Operating Costs and Expenses — DSD Dairy’s operating costs and expenses increased by $28.8 million, or 7.5%, during the second quarter of 2008 from the second quarter of 2007 primarily due to higher distribution costs of $25.0 million driven primarily by higher fuel and third party freight, higher personnel-related costs of $7.7 million, partially offset by lower advertising expense of $3.3 million. Our DSD Dairy segments’ operating expense as a percentage of net sales decreased to 16.8% in the second quarter of 2008 from 17.0% in the second quarter of 2007, primarily due to the improvement in our pass-through of higher raw milk costs and other commodities that outpaced growth in operating costs and expenses.

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WhiteWave-Morningstar

The key performance indicators of our WhiteWave-Morningstar segment are sales volumes, net sales dollars, gross profit and operating income.


	Quarter Ended June 30
	2008					2007
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)

Net sales	$	652.3		100.0	%	$	590.8		100.0	%
Cost of sales		478.4		73.3			426.3		72.2

Gross profit		173.9		26.7			164.5		27.8
Operating costs and expenses		124.6		19.1			108.7		18.4

Total segment operating income	$	49.3		7.6	%	$	55.8		9.4	%

Net Sales — The increase in our WhiteWave-Morningstar segment’s net sales of 10.4% was driven by increased volume and increased pricing primarily in response to higher raw material costs. For the second quarter of 2008, total net sales for the WhiteWave brands increased 13.1% to $368.2 million, with continued strong sales growth across all of our key brands. Silk net sales increased more than 10% driven by our Plus line, particularly our DHA enhanced product and increased marketing support. International Delight net sales increased in the high single digits, even as volumes slowed a bit in the face of increased pricing, as well as heightened competitor activity. LAND O’LAKES also grew net sales in the high single digits, primarily as a result of commodity-related price increases. Net sales of Horizon Organic branded products increased over 20% in the quarter driven by continued distribution expansion and innovation. Morningstar also posted strong sales growth in the quarter, increasing net sales 7.1% to $284.1 million primarily due to higher volumes.

The primary raw material used in our organic milk-based products is organic raw milk. We generally enter into supply agreements with organic dairy farmers with typical terms of one to two years, which obligate us to purchase certain minimum quantities. In the past, the industry-wide demand for organic raw milk has generally exceeded supply, resulting in our inability to fully meet customer demand. However, in 2006 economic incentives for conventional farmers to begin the transition to organic farming combined with a change in the organic farm transition regulations dramatically increased the growth of supply in 2007. This oversupply led to significant discounting and aggressive distribution expansion by processors in an effort to stimulate incremental demand and sell their supply in the organic milk market. Faced with the potential of losing market share in the organic milk market, we made the strategic decision to defend the long-term value of the Horizon Organic brand by increasing our price competitiveness and marketing investment behind the brand in 2007. In 2008, the supply and demand balance has improved, which has lessened the level of discounting. However, the impact of price increases has been offset by higher raw organic milk and other costs. In addition, significant pricing pressures remain, particularly from private label products.

Cost of Sales — WhiteWave-Morningstar’s cost of sales increased by $52.1 million, or 12.2%, in the second quarter of 2008 from the second quarter of 2007 primarily driven by higher volumes, but also by higher raw material costs, particularly raw organic milk, due to sharp inflation in organic feed costs.

Operating Costs and Expenses — WhiteWave-Morningstar’s operating costs and expenses increased by $15.9 million, or 14.6%, during the second quarter of 2008 from the second quarter of 2007 primarily due to higher distribution costs of $5.0 million driven by higher volumes and rising fuel costs; increased general and administrative expense of $5.5 million primarily due to higher professional fees and personnel-related costs; as well as higher selling and marketing expense of $4.9 million primarily related to higher advertising costs.

Although WhiteWave-Morningstar net sales were higher, with strong sales growth across all of our key brands and in the Morningstar business, our operating profits were 12% below year ago levels in the quarter. While the majority of the portfolio did increase profitability in the quarter, this progress was offset primarily by continued challenges of our Horizon Organic branded products and to a lesser degree due to increased

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selling and general and administrative expenses related to increased marketing expense and personnel-related costs.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007 — Consolidated Results

Net Sales — Net sales by segment are shown in the table below.


	Six Months Ended June 30
					$ Increase/		% Increase/
	2008		2007		(Decrease)		(Decrease)
	(Dollars in millions)

DSD Dairy	$	4,908.7	$	4,352.9	$	555.8		12.8	%
WhiteWave-Morningstar		1,270.8		1,120.5		150.3		13.4	%

Total	$	6,179.5	$	5,473.4	$	706.1		12.9	%

The increase in net sales was due to the following:


	Six Months Ended June 30, 2008
	vs Six Months Ended June 30, 2007
						Pricing
						And Product		Total Increase/
	Acquisitions		Volume			Mix Changes		(Decrease)
	(Dollars in millions)

DSD Dairy	$	59.0	$	(33.0	)	$	529.8	$	555.8
WhiteWave-Morningstar		19.6		81.7			49.0		150.3

Total	$	78.6	$	48.7		$	578.8	$	706.1

Net sales increased during the first six months of 2008 as compared to the first six months of 2007 primarily due to our more effective pass through of higher conventional milk prices, and other commodity costs in our DSD Dairy segment; volume growth in our national brands and Morningstar operations, as well as acquisitions completed in 2008.

Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; and plant and equipment costs, including costs to operate and maintain our coolers and freezers. Cost of sales increased by $653.5 million, or 15.9%, in the first six months of 2008 from the first six months of 2007 primarily due to higher volume and higher conventional and organic raw milk costs. The higher commodity prices, as well as relative pricing movement between raw skim milk and butterfat, impacted other components of cost of sales.

Operating Costs and Expenses — Our operating expenses increased $67.1 million, or 6.3%, in the first six months of 2008 as compared to the same period in the prior year. Significant changes to operating costs and expenses include the following:


	•	Selling and distribution costs increased $55.4 million primarily due to higher fuel costs and third party freight.

	•	General and administrative costs increased $14.5 million on primarily driven by increases in personnel-related costs of $13.1 million.

	•	Net facility closing, reorganization and other costs decreased $2.2 million from the first six months of 2007. See Note 9 to our Condensed Consolidated Financial Statements for further information on our facility closing and reorganization activities.

Other (Income) Expense — Interest expense increased to $160.3 million in the first six months of 2008 from $154.7 million in the first six months of 2007, primarily due to a higher average debt balance related to the timing of our special cash dividend on April 2, 2007. In addition, we wrote off $13.5 million in financing costs in the first six months of 2007 due to the competition of our new senior credit facility and incurred $4.9 million of professional fees and other costs related to the payment of a special cash dividend.

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Income Taxes — Income tax expense was recorded at an effective rate of 39.8% in the first six months of 2008 compared to 38.3% in the first six months of 2007. Our effective tax rate varies based on the relative earnings of our business units. During the first six months of 2008, our income tax rate was unfavorably impacted by changes to certain state tax rates and regulations.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007 — Results by Segment

DSD Dairy

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


	Six Months Ended June 30
	2008					2007
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)

Net sales	$	4,908.7		100.0	%	$	4,352.9		100.0	%
Cost of sales		3,818.2		77.8			3,288.9		75.6

Gross profit		1,090.5		22.2			1,064.0		24.4
Operating costs and expenses		805.3		16.4			769.1		17.7

Total segment operating income	$	285.2		5.8	%	$	294.9		6.7	%

Net Sales — The increase in our DSD Dairy segment’s net sales of 12.8% was due largely to our more effective pass through of higher conventional milk prices and other commodities, as well as acquisitions completed in 2008. Our DSD Dairy segment generally increases or decreases the prices of its fluid dairy products on a monthly basis in correlation to fluctuations in the costs of raw materials, packaging supplies and delivery costs. However, in some cases, we are competitively or contractually constrained with respect to the means and/or timing of price increases. This can have a negative impact on our DSD Dairy segment’s profitability. The following table sets forth the average monthly Class I “mover” and its components, as well as the average monthly Class II minimum prices for raw skim milk and butterfat for the first six months of 2008 compared to the first six months of 2007:


	Six Months Ended June 30*
	2008		2007		% Change

Class I mover(1)	$	18.46	$	15.00		23	%
Class I raw skim milk mover(1)(2)		14.00		10.50		33
Class I butterfat mover(3)(4)		1.42		1.39		2
Class II raw skim milk minimum(1)(2)		12.17		10.20		19
Class II butterfat minimum(3)(4)		1.45		1.45		—


*		The prices noted in this table are not the prices that we actually pay. The federal order minimum prices applicable at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover prices plus a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and supplier. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our 2007 Annual Report on Form 10-K and “— Known Trends and Uncertainties — Prices of Raw Milk and Other Inputs” below for a more complete description of raw milk pricing.

(1)		Prices are per hundredweight.

(2)		We process Class I raw skim milk and butterfat into fluid milk products.

(3)		Prices are per pound.

(4)		We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

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Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; and plant and equipment costs, including costs to operate and maintain our coolers and freezers. DSD Dairy’s cost of sales increased by $529.3 million, or 16.1%, in the first six months of 2008 from the first six months of 2007, primarily due to higher conventional raw milk costs, resin and packaging, and conversion costs. The higher commodity prices as well as relative pricing movement between raw skim milk and butterfat resulted and impacted other components of cost of sales.

Operating Costs and Expenses — DSD Dairy’s operating costs and expenses increased $36.2 million, or 4.7%, during the first six months of 2008 from the first six months of 2007. The increase was primarily due to higher distribution costs of $37.3 million driven primarily by higher fuel and third party freight, higher personnel-related costs of $8.6 million, partially offset by lower advertising expense of $6.8 million. Our DSD Dairy segments’ operating expense as a percentage of net sales decreased to 16.4% in the first six months of 2008 from 17.7% in the first six months of 2007, primarily due to the increase in sales in response to higher commodity costs that outpaced growth in operating costs and expenses.

WhiteWave-Morningstar

The key performance indicators of our WhiteWave-Morningstar segment are sales volumes, net sales dollars, gross profit and operating income.


	Six Months Ended June 30
	2008					2007
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)

Net sales	$	1,270.8		100.0	%	$	1,120.5		100.0	%
Cost of sales		932.7		73.4			808.5		72.2

Gross profit		338.1		26.6			312.0		27.8
Operating costs and expenses		243.4		19.2			211.0		18.8

Total segment operating income	$	94.7		7.4	%	$	101.0		9.0	%

Net Sales — The increase in our WhiteWave-Morningstar segment’s net sales of 13.4% was driven by increased volume and pricing primarily in response to higher raw material costs. For the first six months of the year, total net sales for the WhiteWave brands increased 12.9% to $731.7 million, with continued strong sales growth across all of our key brands. Silk net sales increased more than 10% driven by our Plus line, particularly our DHA enhanced product and increased marketing support. International Delight net sales increased in the high single digits, even as volumes slowed a bit in the face of increased pricing, as well as heightened competitor activity. LAND O’LAKES also grew net sales in the high single digits, primarily as a result of commodity-related price increases. Net sales of Horizon Organic branded products increased over 20% in the first six months on even higher volume driven by distribution expansion and innovation. Morningstar also posted strong sales growth in the first six months, increasing net sales 14.1% to $539.1 million, with the benefit of an acquisition completed in March 2007.

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other costs. In addition, significant pricing pressures remain, particularly from private label products.

Cost of Sales — WhiteWave-Morningstar’s cost of sales increased by $124.2 million, or 15.4%, in the first six months of 2008 from the first six months of 2007 primarily driven by higher volumes, but also by higher raw material costs, particularly raw organic milk, due to the sharp inflation in organic feed costs.

Operating Costs and Expenses — WhiteWave-Morningstar’s operating costs and expenses increased $32.4 million, or 15.4%, during the first six months of 2008 from the first six months of 2007 primarily due to higher distribution costs of $9.7 million driven by higher volumes and rising fuel costs; increased general and administrative expense of $9.3 million primarily due to higher professional fees and personnel-related costs; as well as higher selling and marketing expense of $12.6 million primarily related to higher advertising costs.

Although WhiteWave-Morningstar’s net sales were higher, with strong sales growth across all of our key brands and in the Morningstar business, our operating profits were 6% below year ago levels in the first six months of the year. While the majority of the portfolio did increase profitability in the first six months of the year, this progress was offset primarily by continued challenges of our Horizon Organic branded products and to a lesser degree due to increased selling and general and administrative expenses related to increased marketing expense and personnel-related costs.

Liquidity and Capital Resources

Historical Cash Flow

During the first six months of 2008, we met our working capital needs with cash flow from operations. Net cash provided by operating activities increased $144.8 million to $315.3 million in the first six months of 2008 compared to $170.5 million for the same period in 2007. The impact of lower operating income in the first six months was more than offset by the decrease in working capital requirements due in part to the reduction in accounts receivable in the first six months of 2008 compared to the prior year.

Net cash used in investing activities was $161.1 million in the first six months of 2008 compared to $216.9 million in the first six months of 2007. In the first six months of 2008, we made approximately $105.8 million in capital expenditures and we completed three acquisitions requiring the use of approximately $61 million in cash. In the first six months of 2007, we made approximately $103.1 million in capital expenditures and our Morningstar platform acquired Friendship Dairies, requiring the use of approximately $125.8 million in cash.

In the first six months of 2008 we reduced our debt by approximately $562.9 million with cash generated from operations and an equity offering completed in March 2008. We issued and sold 18.7 million shares of our common stock resulting in net proceeds of approximately $400 million from the offering.

Financial Covenants

Under the senior secured credit facility, we are required to maintain certain financial covenants, including, but not limited to, maximum leverage and minimum interest coverage ratios. As of June 30, 2008, we were in compliance with all covenants contained in this agreement. We currently have a maximum permitted leverage ratio of 6.25 times consolidated funded indebtedness to consolidated EBITDA for the prior four consecutive quarters, each as defined under and calculated in accordance with the terms of our senior secured credit facility and our receivables facility. As of June 30, 2008, this leverage ratio was 5.48 times. The maximum permitted leverage ratio under both the senior secured credit facility and the receivables facility will decline to 5.75 times as of December 31, 2008. We anticipate further reductions of borrowings under our revolving credit facility over the balance of 2008, and expect our leverage ratio to be below 5.25 times as of December 31, 2008.

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Contractual Obligations

Except for the reduction of our debt due to funds from our equity offering and cash flow from operations, there have been no material changes outside the ordinary course of business to the information provided with respect to our contractual obligations, including indebtedness and purchase and lease obligations, as disclosed in our 2007 Annual Report on Form 10-K.

Other Long-Term Liabilities

We offer pension benefits through various defined benefit pension plans and also offer certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees. Reported costs of providing non-contributory defined pension benefits and other postretirement benefits are dependent upon numerous factors, assumptions and estimates. For example, these costs are impacted by actual employee demographics (including age, compensation levels and employment periods), the level of contributions made to the plan and earnings on plan assets. Our pension plan assets are primarily made up of equity and fixed income investments. Changes made to the provisions of the plan may impact current and future pension costs. Fluctuations in actual equity market returns, as well as changes in general interest rates may result in increased or decreased pension costs in future periods. Pension and postretirement costs also may be significantly affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in determining the projected benefit obligation and pension costs.

We expect to contribute approximately $22.5 million to the pension plans and approximately $2.3 million to the postretirement health plans in 2008.

Other Commitments and Contingencies

We are not party to, nor are our properties the subject of, any material pending legal proceedings other than set forth in Note 11 to our Condensed Consolidated Financial Statements, and in Item 1. Legal Proceedings contained in Part II of this Form 10-Q. However, we are party from time to time to certain claims, litigation, audits and investigations. We believe that we have established adequate reserves to satisfy any potential liability we may have under all such claims, litigations, audits and investigations that are currently pending. In our opinion, the settlement of any such currently pending or threatened matter is not expected to have a material adverse impact on our financial position, results of operations or cash flows.

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


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

	•	Certain contingent obligations related to milk supply arrangements;

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

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

Future Capital Requirements

During 2008, we intend to invest a total of approximately $275 million in capital expenditures primarily for our existing manufacturing facilities and distribution capabilities. We expect cash interest to be approximately $305 million based on anticipated debt levels and interest rate expectations. Cash interest excludes amortization of deferred financing fees and bond discounts of approximately $10.0 million. The portion of our long-term debt due within the next 12 months totals $283.8 million through June 2009. We expect that for the foreseeable future our cash flow from operations and borrowings under our senior credit facility will be sufficient to meet our mandatory debt repayments and future capital requirements. At August 1, 2008,

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approximately $1.34 billion was available under the revolving credit facility, subject to the limitations of our credit agreement.

Known Trends and Uncertainties

Prices of Raw Milk and Other Inputs

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

In general, our DSD Dairy segment changes the prices that it charges for Class I dairy products on a monthly basis, as the costs of raw milk, packaging, fuel and other materials fluctuate. Prices for some Class II products are also changed monthly while others are changed from time to time as circumstances warrant. However, there can be a lag between the timing of a raw material cost increase or decrease and a corresponding price change to our customers, especially in the case of Class II butterfat because Class II butterfat prices for each month are not announced by the government until after the end of that month. Also, in some cases we are competitively or contractually constrained with respect to the implementation of price changes. This can have a negative impact on the DSD Dairy’s profitability and can cause volatility in our earnings. Our sales and operating profit margin fluctuate with the price of our raw materials and other inputs.

In the first six months of 2008, we experienced significant fluctuations in conventional raw milk prices. There continues to be significant volatility in the pricing of conventional raw milk and we anticipate that volatility to continue throughout 2008. Raw milk, butterfat and cream prices are difficult to predict, and we change our forecasts frequently based on current market activity. The DSD Dairy segment generally has been effective at passing through the changes in the prices of underlying commodities. However, the pass through is not perfect when prices move up steadily over a period of several months.

Our DSD Dairy segment purchases approximately four million gallons of diesel fuel per month to operate its extensive DSD system. Another significant raw material used by our DSD Dairy segment is resin, which is a petroleum-based product used to make plastic bottles. We purchase approximately 27 million pounds of resin and bottles per month. The price of diesel and resin are subject to fluctuations based on changes in crude oil prices. We have experienced increased fuel and resin costs during 2008, and we expect prices of both resin and diesel fuel to fluctuate throughout 2008.

WhiteWave-Morningstar — The primary raw material used in our soy-based products is organic soybeans. Organic soybeans are generally available from several suppliers and we are not dependent on any single supplier for these products. Consistent with the general inflationary pressure and volatility currently existing in the commodities markets, the cost of organic soybeans continues to rise. We expect to adequately source our soybean requirements; however, there could be substantial pressure on our soy-based product operating margins in 2009.

The primary raw material used in our organic milk-based products is organic raw milk. We currently purchase organic raw milk from a network of over 400 dairy farmers across the United States. We also produce approximately 20% of our own organic raw milk needs in the U.S. at two organic farms that we own

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and operate and an additional farm that we lease and have contracted with a third party to manage. We generally enter into supply agreements with organic dairy farmers with typical terms of one to two years, which obligate us to purchase certain minimum quantities. In the past, the industry-wide demand for organic raw milk has generally exceeded supply, resulting in our inability to fully meet customer demand. However, due to the recent industry efforts to increase the supply of organic raw milk, in 2007 we experienced a significant oversupply of organic raw milk that increased competitive pressure from both branded and private label participants. In 2008, the supply and demand balance has improved, which has lessened the level of discounting. However, the impact of price increases has been offset by higher raw organic milk and other costs. In addition, significant pricing pressures remain, particularly from private label products.

Competitive Environment

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

Many of our retail customers have become increasingly price sensitive in the current intensely competitive environment. Over the past few years, we have been subject to a number of competitive bidding situations in our DSD Dairy segment, which reduced our profitability on sales to several customers. In bidding situations, we are subject to the risk of losing certain customers altogether. In addition, we are beginning to see higher levels of price competition and higher resistance to pricing in certain areas of our business. We expect these trends to continue and intensify. The loss of any of our largest customers could have a material adverse impact on our financial results. We do not have contracts with many of our customers, including our largest customers, and most of our existing contracts are generally terminable at will by the customer.

Tax Rate

Income tax expense was recorded at an effective rate of 39.8% in the first six months of 2008. Our tax rate during the first six months of 2007 was 38.3%. We estimate that our effective tax rate will be approximately 40% for the full year 2008. Changes in the relative profitability of our operating segments, as well as changes to federal and state tax laws, may cause the rate to change from historical rates.

See “Part II — Item 1A — Risk Factors” below and “Part I — Item 1A — Risk Factors” in our 2007 Annual Report on Form 10-K for a description of various other risks and uncertainties concerning our business.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our quantitative and qualitative disclosures about market risk as provided in our 2007 Annual Report on Form 10-K.


Item 4.	Controls and Procedures

Controls Evaluation and Related Certifications

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, referred to herein as “Disclosure Controls”) as of the end of the period covered by this quarterly report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based upon our most recent controls evaluation, our CEO and CFO have concluded that as of the end of the period covered by this quarterly report, our Disclosure Controls were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and terms of the SEC.

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

Changes in Internal Control over Financial Reporting

During the quarter covered by this report, there have been no changes in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II — Other Information


Item 1.	Legal Proceedings

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

On January 7, 2008 a United States Judicial Panel on Multidistrict Litigation transferred all of the pending cases to the Eastern District of Tennessee, Greenville Division. On April 1, 2008, the Eastern District Court ordered the consolidation of the six dairy farmer actions, and ordered the retailer action to be administratively consolidated with the coordinated dairy farmer actions. A motion to dismiss the dairy farmer actions was denied on May 20, 2008, and an amended consolidated complaint was filed by the dairy farmer plaintiffs on June 20, 2008. A motion to dismiss the retailer action is currently pending before the Court. These matters are currently in discovery and we intend to vigorously defend them.

On January 18, 2008, our subsidiary, Kohler Mix Specialties, LLC (“Kohler”), was named as defendant in a civil complaint filed in the Superior Court, Judicial District of Hartford. The plaintiff in the case is the Commissioner of Environmental Protection of the State of Connecticut. The complaint alleges generally that Kohler improperly discharged wastewater into the waters of the State of Connecticut, and bypassed certain wastewater treatment equipment. The plaintiff is seeking injunctive relief and civil penalties with respect to the claims. We are currently investigating the matter and the claims presented.

At this time, it is not possible for us to predict the ultimate outcome of the matters set forth above.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in our 2007 Annual Report on Form 10-K, other than as set forth below.

Availability and Changes in Raw Material and Other Input Costs Can Adversely Affect Us

Raw skim milk is the most significant raw material that we use in our DSD Dairy segment. Organic raw milk, organic soybeans and sugar are significant inputs utilized by our WhiteWave-Morningstar segment. The prices of these materials increase and decrease based on supply and demand, and in some cases, governmental regulation. Weather, including the heightened impact of weather events related to climate change, also affects the availability and pricing of these inputs. In many cases we are able to adjust our pricing to reflect changes in raw material costs. Volatility in the cost of our raw materials can adversely affect our performance as price

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changes often lag changes in costs. These lags tend to erode our profit margins. Furthermore, cost increases may exceed the price increases we are able to pass along to our customers. Extremely high raw material costs also can put downward pressure on our margins and our volumes. In 2007, we experienced rapidly rising and all time-high prices in conventional raw milk prices, and in the first six months of 2008, we experienced significant fluctuations in conventional raw milk prices. There continues to be significant volatility in the pricing of conventional raw milk and we anticipate that volatility to continue throughout 2008.

Throughout most of 2007, the industry, including us, experienced an oversupply in organic raw milk. This oversupply led to significant discounting and aggressive distribution expansion by processors in an effort to stimulate incremental demand and sell their supply in the organic milk market. In 2008, the supply and demand balance has improved, which has lessened the level of discounting. However, the impact of price increases has been offset by higher raw organic milk and other costs. In addition, significant pricing pressures remain, particularly from private label products. Uncertainties surrounding organic milk supply, increased costs associated with organic farming, and competitive pressures could continue to negatively impact the profitability of our WhiteWave-Morningstar segment.

Because our DSD Dairy segment delivers the majority of its products directly to customers through its “direct store delivery” system, we are a large consumer of fuel. Similarly, our WhiteWave-Morningstar segment is impacted by the costs of petroleum-based products through the use of common carriers in delivering their products. We utilize a significant amount of resin, which is the primary component used in our plastic bottles. Resin supplies have from time to time been insufficient to meet demand. We have experienced increased fuel and resin costs during 2008, and further increases in fuel and resin prices can adversely affect our results of operations. In addition, a disruption in our ability to secure an adequate resin supply could adversely affect our operations.

Consistent with the general inflationary pressure and volatility currently existing in the commodities markets, the cost of organic soybeans continues to rise. We expect to adequately source our soybean requirements; however, there could be substantial pressure on our soy-based product operating margins in 2009.

The Consolidation of Retail Customers May Put Pressures on Our Operating Margins and Profitability.

Our customers such as supermarkets, warehouse clubs and food distributors, have consolidated in recent years and consolidation is expected to continue. These consolidations have produced large, sophisticated customers with increased buying power. Some of these customers are vertically integrated and may use shelf space currently used for our products for their private label products. In addition, our large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing and increased promotional programs. We are beginning to see higher levels of price competition and higher resistance to pricing in certain areas of our business. If we are unable to use our scale, marketing expertise, product innovation and category leadership positions to respond to these trends, our volume growth could slow or we may need to lower prices or increase promotional spending for our products, any of which would adversely affect our profitability.

We Must Identify Changing Consumer Preferences and Develop and Offer Products to Meet Their Preferences.

Consumer preferences evolve over time and the success of our products depends on our ability to identify the tastes, dietary and purchasing habits of consumers and to offer products that appeal to their preferences. Introduction of new products and product extensions requires significant development and marketing investment. Currently, we believe consumers are trending toward health and wellness beverages. Although we have increased our innovation efforts and spend in order to capitalize on this trend, there are currently several global competitors with greater resources with whom we compete in these areas. In addition, as consumers become increasingly aware of climate change and the sources of greenhouse gas emissions, to which agriculture, including dairy farming, is a contributor, their preferences and purchasing decisions may change.

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If our products fail to meet consumer preferences, the return on our investment in those areas will be less than anticipated and our product strategy may not succeed.


Item 4.	Submission of Matters to a Vote of Security Holders

On May 22, 2008, we held our annual meeting of stockholders. At the annual meeting, we submitted the following matters to a vote of our stockholders:


	•	The re-election of Tom C. Davis, Stephen L. Green, Joseph S. Hardin, Jr. and John R. Muse as members of our Board of Directors for a three-year term, and

	•	The ratification of our Board of Directors’ selection of Deloitte & Touche LLP as our registered independent public accountants for fiscal year 2008.

At the annual meeting, the stockholders re-elected the directors named above and ratified the selection of Deloitte & Touche LLP as our registered independent public accountants. Following the meeting, the following directors continued their term in office: Gregg L. Engles, Lewis M. Collens, Janet Hill, Hector M. Nevares, Pete Schenkel, Jim L. Turner, Alan J. Bernon and Ron Kirk. Mr. Bernon resigned as a director effective May 26, 2008.

The vote of the stockholders with respect to each such matter was as follows:


			Votes		Votes
Nominee/Proposal	Votes For		Withheld		Against		Abstain

Tom C. Davis		124,914,906		7,766,091		—		—
Stephen L. Green		109,237,695		23,443,302		—		—
Joseph S. Hardin, Jr.		109,393,436		23,287,561		—		—
John R. Muse		112,008,021		20,672,976		—		—
Selection of registered independent public accountants		130,373,807		—		1,122,831		1,191,589

There were no broker non-votes with respect to these matters.


Item 5.	Other Information

On May 21, 2008, the Compensation Committee of our Board of Directors (the “Committee”) approved an amendment to our Stock Option/Restricted Stock Unit Grant Guidelines (the “Guidelines”). Beginning in 2009, our policies require that annual stock option and restricted stock unit grants to senior executives and other employees be made by the Committee at a meeting held in February of each year on the third business day following the public release of our financial results for the prior year. The Committee has the ability to postpone the annual grant date if circumstances warrant such postponement. There were no other changes to the Guidelines as described in our Proxy Statement filed with the SEC on April 21, 2008.

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Item 6.	Exhibits


10	.1	Amendment No. 3 to Fifth Amended and Restated Receivables Purchase Agreement and Limited Waiver dated March 31, 2008 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 4, 2008, and incorporated herein by reference).
10	.2	Amendment No. 4 to Fifth Amended and Restated Receivables Purchase Agreement dated April 4, 2008 (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 4, 2008, and incorporated herein by reference).
10	.3	Amendment No. 5 to Fifth Amended and Restated Receivables Purchase Agreement and Limited Waiver dated April 30, 2008 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 1, 2008, and incorporated herein by reference).
*10	.4	First Amended Independent Contractor and Noncompetition Agreement by and between Pete Schenkel and Dean Foods Company dated April 4, 2008 (filed herewith).
*10	.5	Agreement by and between Michelle P. Goolsby and Dean Foods Company dated June 26, 2008 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 27, 2008, and incorporated herein by reference).
*10	.6	Agreement by and between Steven J. Kemps and Dean Foods Company dated July 8, 2008 (filed herewith).
*10	.7	Change in Control Agreement by and between Steven J. Kemps and Dean Foods Company dated August 1, 2008 (filed herewith).
*10	.8	Form of Director’s Restricted Stock Unit Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan (filed herewith).
*10	.9	Form of Director’s Master Restricted Stock Agreement under the Dean Foods Company 2007 Stock Incentive Plan (filed herewith).
31	.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31	.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32	.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32	.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99		Supplemental Financial Information for Dean Holding Company (filed herewith).


*		This exhibit is a management or compensatory agreement.

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SIGNATURES

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

DEAN FOODS COMPANY


		/s/ Ronald L. McCrummen

Ronald L. McCrummen

Senior Vice President and Chief Accounting Officer

August 8, 2008

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Exhibit 10.4

FIRST AMENDED INDEPENDENT CONTRACTOR
AND NONCOMPETITION AGREEMENT

THIS FIRST AMENDED INDEPENDENT CONTRACTOR AND NONCOMPETITION AGREEMENT (the “ First Amended Agreement ”), dated as of the 4th day of April 2008, between Dean Foods Company (“ Dean Foods ” or “ the Company ”), a Delaware Corporation, having its principal place of business at 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201, and Pete Schenkel (“ Mr. Schenkel ”) provides as follows:

WHEREAS, the parties entered into an original Independent Contractor and Noncompetition Agreement dated December 1, 2005, (the “Original Agreement” )that provided for Mr. Schenkel to provide Senior Advisory Services, as defined in the Original Agreement, to the Chief Executive Officer, Chairman of the Board, and the Dairy Group President;

WHEREAS, the Original Agreement provided that Mr. Schenkel would cease providing Senior Advisory Services on December 31, 2009, if the Original Agreement was not terminated before December 31, 2009 pursuant to its terms;

WHEREAS, the Original Agreement contemplated an Employment Agreement between the Company and Mr. Schenkel that, as of the date of this First Amended Agreement, has been terminated on its own terms based on the passage of time, and the parties have performed all that was required of them under the Employment Agreement;

WHEREAS, the Company wishes to retain access to Mr. Schenkel’s knowledge and experience as a senior advisor for an additional two years above what was agreed upon in the Original Agreement;

WHEREAS, Section 11(b) of the Original Agreement provides that the Original Agreement may not be modified except in a written document executed by both parties to the Original Agreement;

WHEREAS, the Company still desires to ensure that, to the extent and for the period of Mr. Schenkel’s service to the Company and for a reasonable period thereafter, it may maintain the confidentiality of its trade secrets and proprietary information, goodwill and other legitimate business interests, each of which could be compromised; and

WHEREAS, the parties wish to memorialize this modification to the Original Agreement through this First Amended Agreement;

NOW, THEREFORE, it is agreed that the Original Agreement is amended as follows;

1. The first sentence of Section 1 of the Original Agreement (“Services”) is amended to the following:

During the period from your Resignation Date, as defined in the Employment Agreement, to December 31, 2011 (the “ Senior Advisory Services Period ”), your responsibilities under this Agreement will be to provide general advice and consultation to the Chief Executive Officer, Chairman of the Board, and the Dairy Group President on matters of strategy and execution, as well as to provide assistance with respect to such specific operating initiatives as may be requested from time to time (“ Senior Advisory Services ”).

2. The entirety of Section 2 of the Original Agreement (“Senior Advisory Service Fees”) is amended to following:

For your Senior Advisory Services you will be paid a Senior Advisory Services fee at the annual rate of $200,000.00 (the “ Senior Advisory Services Fee ”). Such Senior Advisory Services Fee will be paid in approximately equal monthly installments, in arrears. In addition, during the Senior Advisory Services Period, you will be eligible to receive an additional payment. Your target payment will be 50% of the Senior Advisory Services Fee. Payment of any annual additional payment will be subject to the achievement of certain financial/operating targets which are consistent with those targets established by the Company’s Compensation Committee for the payment of incentive bonuses to the Company’s corporate executive officers. Each year, you will have the opportunity to earn up to 200% of your targeted bonus if financial/operating targets are exceeded by specified amounts or percentages. Furthermore, during the Senior Advisory Services period, the Company will continue to pay for the perquisites and benefits currently provided to you by the Company, which include but are not limited to club membership, payment of business expenses, car allowance, office and secretarial assistance, long term disability, executive long term disability, life insurance, exec-u-care, medical insurance, dental insurance, and a prescription drug benefit. Notwithstanding the foregoing, as referenced in Section 11(b) of the Original Agreement, the provisions of this section will not in any way modify, limit, alter, impair or supersede the Executive Medical Agreement, executed on March 19, 1999 and amended on July 1, 2000, between Mr. Schenkel and Southern Foods Group, L.P. In addition, in the event that the Senior Advisory Period is ended by the Company prior to December 31, 2011 and, in any such case, you have not theretofore breached any of your obligations in Sections 4, 5, or 6, the Company shall pay you a single lump sum payment, six months and one day after the termination of your services, equal to the aggregate amount of the Senior Advisory Services Fees that would have been payable during the remainder of the Senior Advisory Services Period.

3. The entirety of Section 7 of the Original Agreement (“Payments”) is amended to the following:

In consideration for the covenants provided by you in Sections 4, 5, and 6 hereof, and subject to your continued compliance with the covenants set forth therein, the Company shall pay you four hundred and twenty-five thousand dollars on each of January 2, 2009, January 2, 2010, January 2, 2011, January 2, 2012, January 2, 2013, and January 2, 2014. Notwithstanding the foregoing, in the event of your death prior to the expiration of the Non-Compete Period, and so long as you have not heretofore breached any of your obligations in Sections 4, 5, or 6, any payments remaining to be paid under the Agreement shall be paid in a single lump sum within 30 days of your death. Notwithstanding the foregoing, if the covenants in Section 5 and 6 of this Agreement are held to be unenforceable (other than because they have been automatically terminated pursuant to the terms of this Agreement), the Company will not have received the consideration for which it bargained, and it shall have no further obligation to make any further payments under this Section 7.

4. No other sections of the Original Agreement are to be amended and will remain in full force and effect.

IN WITNESS THEREOF, the parties have executed and delivered this First Amended Independent Contract and Noncompetition Agreement as of the date first set forth above.


	DEAN FOODS COMPANY
	/s/ Gregg L. Engles
	Name:	Gregg L. Engles
	Title:	Chairman and Chief Executive Officer


	/s/ Pete Schenkel
	Pete Schenkel

Exhibit 10.6

Revised

July 8, 2008

Mr. Steve Kemps
2515 McKinney Avenue
Suite 1200
Dallas, TX 75201

Dear Steve:

Congratulations on your promotion to Executive Vice President, General Counsel and Corporate Secretary. This position will report to Gregg Engles.

Here are the specifics of your offer:

Effective Date

The effective date of your new position is August 1, 2008.

Base Salary

You will be paid $16,667.67 on a semi-monthly basis, which equates to an annual salary of $400,000 (+23.1%). Your salary will be reviewed annually by the Compensation Committee (next in March, 2009).

Annual Incentive Opportunity

You will continue to be eligible to earn an annual incentive as a participant in the 2008 Dean Corporate Short-term Incentive Plan. Effective August 1, 2008, your new target equals 60% of your annualized base salary, subject to the achievement of certain financial targets for Dean Corporate and specific individual objectives. For 2008, your incentive will be prorated based on the amount of time you were in each position.

Annual Long Term Incentive

You will continue to be eligible for future equity grants under the Dean Foods Long Term Incentive Program beginning in February 2009. The amount and nature of future long-term awards will be determined by the Dean Foods Board of Directors.

One Time Long Term Incentive Promotion Grant

On the date of the next meeting of the Compensation Committee of the Board of Directors, you will be granted options to purchase 18,000 shares of Dean Foods common stock. Additionally,

you will be granted 6,000 Dean Foods Restricted Stock Units. The options will vest in equal installments over a period of three years, beginning on the first anniversary date of the date of the grant. Restricted shares will vest over a period of five years, beginning on the first anniversary date of the date of grant, or earlier if certain financial performance targets are met.

Executive Deferred Compensation

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

Paid Time Off

You will now be eligible for twenty-five (25) days of PTO. Unused PTO is not carried forward from year to year unless state law requires.

Benefits

You will continue to be eligible for FlexSelect benefits (medical, dental, vision), 401k, and more. You are also eligible to participate in the Supplemental Executive Retirement Plan (SERP), Executive LTD program, and company paid annual physical.

Insider Trading

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

Indemnity Agreement

The Director and Officer Indemnity Agreement between you and the Company, dated March 9, 2006, shall remain in full force and effect.

Severance

As an Executive Officer, you will also be eligible for benefits under the Dean Foods Company Executive Severance Plan (“Severance Plan”). In summary, according to the Severance Plan, if your employment is terminated at any time as a result of a “qualifying termination,” meaning any termination as a result your voluntary termination for good reason, or your involuntary termination without cause, all as defined in the Severance Plan, you will receive payment of all base salary accrued through the date of termination, prior year’s bonus to the extent earned but not paid, target bonus through the date of termination and all unused vacation/PTO. In addition, you will be eligible to receive a severance payment equivalent to two years of your base salary and target bonuses, less lawful deductions. You will be required to execute a release of all claims and such other agreements as the company may deem necessary or appropriate in order to receive such severance pay. The actual terms of the Severance Plan will govern your rights to severance and not this letter.

Change in Control

You will be provided a Change in Control agreement comparable to that currently provided to other Dean Foods executive officers. In general, this agreement provides benefits of three times your annual salary and target bonus, plus vesting of all equity awards and continued health

coverage for a two-year period in certain circumstances following a Change in Control. As stated in the Change in Control Agreement, in order to receive these benefits, your employment must be terminated, either by the company within two years after a Change in Control, or by you for good reason within such two-year period, or by you for any reason during the 13th month after a Change in Control. The details of these provisions are set forth more fully in the enclosed Change of Control Agreement.

Conclusion

Steve, I am very excited about your new opportunity, and I continue to look forward to your future contributions to Dean Foods.


	Best regards,
	/s/ Paul Moskowitz

	Paul Moskowitz
	Executive Vice President, Human Resources


Agreed and accepted:

/s/ Steve Kemps
Steve Kemps
July 8, 2008
Date

Exhibit 10.7

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “ Agreement ”) is entered into effective as of August 1, 2008 by and between DEAN FOODS COMPANY , a Delaware corporation (together with its subsidiaries, the “ Company ”), and Steven J. Kemps (the “ Executive ”).

RECITALS

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

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

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

AGREEMENTS

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

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

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

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

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

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

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

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

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

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

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

(2) (A) the removal of the Executive from the Executive’s position as Executive Vice President, General Counsel and Corporate Secretary of the ultimate parent of the business of the Company or (B) any other significant reduction in the nature or status of the Executive’s duties or responsibilities;

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

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

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

2. Benefits.

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

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

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

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

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

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

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

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

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

Affiliates, the severance compensation to which Executive would otherwise be entitled under this Agreement shall be reduced by the amount of such payment. Except as set forth above, the foregoing payments and benefits shall be in addition to and not in lieu of any payments or benefits to which the Executive and his or her dependents may otherwise be entitled to under the Company’s compensation and employee benefit plans. Nothing herein shall be deemed to restrict the right of the Company from amending or terminating any such plan in a manner generally applicable to similarly situated active employees of the Company and its Affiliates, in which event the Executive shall be entitled to participate on the same basis (including payment of applicable contributions) as similarly situated active executives of the Company and its Affiliates.

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

3. Excise Taxes.

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

(b) Calculation of Gross-Up Payment . Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the “ Accounting Firm ”), which shall be retained to provide detailed supporting calculations both to

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

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

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

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

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

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

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income

tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to the amount of the Gross-Up Payment, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

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

4. Certain Covenants by the Executive.

(a) Covenant Not to Compete or Solicit . In consideration of the payments made to the Executive pursuant to this Agreement, the Executive hereby agrees that, during the term of his or her employment with the Company or any of its Affiliates and for a period of two years thereafter, he or she will not, directly or indirectly, individually or on behalf of any person or entity other than the Company or any of its Affiliates:

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

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

(iii) Solicit, induce, recruit or encourage, either directly or indirectly, any employee of the Company or any of its Affiliates to leave his or her employment with the Company or any of its Affiliates, or employ or offer to employ any employee of the Company or any Subsidiary. For the purposes of this section, an employee of the Company or any Subsidiary shall be deemed to be an employee of the Company or any Subsidiary while employed by the Company and for a period of 60 days thereafter.

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

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

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

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

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

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

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

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

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

To the Executive:

Steven J. Kemps

To the Company:

DEAN FOODS COMPANY
2515 McKinney Avenue, Suite 1200, LB 30
Dallas, Texas 75201
Attn.: General Counsel
Tel.: 214-303-3400
Fax: 214-303-3499

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

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


		DEAN FOODS COMPANY

		/s/ Paul T. Moskowitz

		Name:
		Title:


		/s/ Steven J. Kemps

		Steven J. Kemps

Exhibit 10.8

FORM OF RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENT

(Non-Employee Directors)

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

WITNESSETH:

WHEREAS, the Board of Directors of the Company has adopted and approved the Dean Foods Company 2007 Stock Incentive Plan (the “ Plan ”), which Plan was approved as required by the Company’s stockholders and provides for the grant of Restricted Stock Units and other forms of stock-based compensation to certain selected Employees and non-employee Directors of the Company and its Subsidiaries (capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan); and

WHEREAS, the Restricted Stock Units and other Awards provided for under the Plan are intended to comply with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Committee has selected you to participate in the Plan and has awarded to you the Restricted Stock Units, which are referred to in this Agreement as RSUs, described in this Agreement and in the attached Notice of Grant.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, you and the Company hereby agree as follows:

1. Grant of Award . The Company hereby grants to you, and you hereby accept, subject to the terms and conditions set forth in the Plan and in this Agreement, 2,550 RSUs , effective as of the date indicated on the Notice of Grant (the “ Date of Grant ”). Each RSU represents the right to receive one share of the Company’s Stock, subject to the terms and conditions set forth in the Plan and in this Agreement. The shares of Stock that are issuable upon vesting of the RSUs granted to you pursuant to this Agreement are referred to in this Agreement as the “Shares .” Subject to the provisions of Sections 2(c) and 3(b) hereof, this Award of RSUs is irrevocable and is intended to conform in all respects with the Plan.

2. Vesting .

(a) Regular Vesting . Except as otherwise provided in the Plan or in this Section 2, your RSUs will vest ratably in three (3) equal annual increments commencing on the first (1 ^st ) anniversary of the Date of Grant.

(b) Accelerated Vesting . In addition to the vesting provisions contained in Section 2(a) above, your RSUs will automatically and immediately vest in full upon (i) a Change in Control, (ii) your death or Disability, or (iii) your Retirement or other retirement from service on the Board upon expiration of your term. For purposes of this Agreement, “ Retirement ” shall be defined as your retirement from service to the Company or any Subsidiary after you reach the age of sixty-five (65); and “ Disability ” shall be defined as your permanent and total disability (within the meaning of Section 22(e)(3) of the Code).

(c) Forfeiture of Unvested RSUs . If your service as a non-employee Director of the Company terminates for any reason (other than by reason of your death, Disability, Retirement or other retirement from service on the Board upon expiration of your term) before all or any portion of the RSUs subject to this Award have vested, the unvested RSUs will be immediately forfeited and you will have no further rights to such unvested RSUs or the Shares represented by those forfeited RSUs.

3. Distribution of Shares .

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

(b) Forfeiture of Shares . Notwithstanding any provision of this Agreement or the Plan to the contrary, if you are discharged from service as a non-employee Director of the Company due to your willful or intentional fraud, embezzlement, violation of the Company’s Code of Ethics, or other conduct seriously detrimental to the Company or any Subsidiary, your rights in your unvested RSUs will be immediately and permanently forfeited. The determination of whether you have been discharged for any of the reasons specified in the preceding sentence (which will be referred to in this Agreement as “ Cause ”) will be determined by the Board or the Committee.

(d) Compliance With Law . The Plan, the granting and exercising of this RSU, and any obligations of the Company under the Plan, shall be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Stock is listed. The Company, in its discretion, may postpone the granting and exercising of this RSU, the issuance or delivery of Stock under this RSU or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Stock or other required action under any federal, state or foreign country law, rule or regulation and may require you to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules and regulations. The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of this RSU or to otherwise sell or issue Stock in violation of any such laws, rules or regulations, and any postponement of the exercise or settlement of this RSU under this provision shall not extend the term of the RSU. Neither the Company nor its directors

or officers shall have any obligation or liability to you with respect to any RSU (or Stock issuable thereunder) that shall lapse because of such postponement.

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

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

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

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

8. Miscellaneous .

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

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

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

(d) Severability . If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed

amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefore another provision that is legal and enforceable and achieves the same objectives.

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

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

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

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

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

END OF AGREEMENT

Exhibit 10.9

FORM OF MASTER RESTRICTED STOCK AGREEMENT
(Non-Employee Directors)

This Master Restricted Stock Agreement (this “Agreement”) is dated as of , 200_, by and between DEAN FOODS COMPANY , a Delaware corporation (the “Company”), and (the “Participant”).

WHEREAS , the Company has adopted the Dean Foods Company 2007 Stock Incentive Plan (the “Plan”); and

WHEREAS , the Participant is a Non-Employee Director of the Company (as such term is defined in the Plan); and

WHEREAS , the Company currently pays its Non-Employee Directors a fee of $35,000 for each full year of service, plus $3,000 for each meeting of the Board of Directors attended in person, plus $1,000 for each meeting attended by phone , $2,000 annually for each committee [$5,000 for Audit or Compensation committees] on which the director serves and an additional $4,000 for chairing any such committee [$10,000 for chairing Audit or Compensation committees], plus $25,000 annually for serving as lead director (all such fees, as they may be increased or decreased from time to time, being herein referred to collectively as the “Non-Employee Director Fees”). The Non-Employee Director Fees are payable quarterly in arrears; and

WHEREAS , the Company offers each Non-Employee Director the option of receiving his or her Non-Employee Director Fees in cash or in restricted shares of the Company’s common stock, (all such shares issued pursuant to this Agreement being herein referred to as (“Restricted Stock”); and

WHEREAS , if a Non-Employee Director elects to receive his or her Non-Employee Director Fees in shares of Restricted Stock rather than in cash, the number of shares issuable will be determined by multiplying 1.5 by the amount of Non-Employee Director Fees owed, and dividing such product by the average closing price of the Company’s common stock on the New York Stock Exchange over the 30 trading days preceding the date of award; and

WHEREAS , the Participant has elected to receive all or a portion of his or her Non-Employee Director Fees in shares of Restricted Stock rather than in cash.

NOW, THEREFORE , in consideration of the foregoing and of the mutual promises and other terms and conditions set forth in this Agreement, the Company and the Participant agree as follows:

1. Grant of Restricted Stock; Vesting .

(a) Subject to the terms, conditions and restrictions set forth in this Agreement, the Company hereby grants, issues and delivers to Participant, and Participant hereby accepts from the Company (at no cost to the Participant), that number of shares of Restricted Stock shown on Exhibit A hereto. In addition, the Company shall from time to time grant additional shares of Restricted Stock to Participant pursuant to this Agreement, each time by executing an addendum to this Agreement which shall reflect the number of shares granted, the vesting provisions and the grant date. Participant will have voting rights and rights to receive dividends (to the extent declared by the Company) with respect to all Restricted Stock granted to Participant from time to time pursuant to this Agreement.

(b) All shares granted as of the date hereof shall vest on the dates set forth on Exhibit A hereto; and all shares granted after the date hereof shall vest on the dates set forth on the Addendum related to such grant; provided that all unvested shares of Restricted Stock awarded pursuant to this Agreement shall immediately vest if (i) Participant is removed as a director of the Company without cause, (ii) Participant ceases to serve as a director of the Company as a result of death or disability, (iii) Participant is not re-elected as a director of the Company or otherwise ceases to serve as a director at the expiration of his or her term, or (iv) a Change in Control occurs. A “Change in Control” means the first occurrence of any of the following events after April 2, 2007 (the “Effective Date”):

(i) any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, referred to herein as the “Act”), other than the Company, a wholly-owned subsidiary of the Company, and any employee benefit plan of the Company or any wholly-owned subsidiary of the Company, becomes a “beneficial owner” (as defined in Rule 13d-3 under the Act), of 30% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) the persons who, as of the Effective Date, are serving as the members of the Board of Directors (the “Incumbent Directors”) shall cease for any reason to constitute at least a majority of the Board of Directors (or the board of directors of any successor to the Company), provided that any director elected to the Board of Directors, or nominated for election, by at least two-thirds of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (ii);

(iii) the Company consummates a merger or consolidation with any other corporation, and as a result of which (A) persons who were shareholders of the Company immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the merger or consolidation, more than 50% of the combined voting power of the voting securities entitled to vote generally in the election of directors of (x) the Company or the surviving entity or (y) an entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in

the election of directors of the entity described in subclause (x), and (B), within the twelve-month period after such consummation of the merger or consolidation, the members of the Board of Directors as of the consummation of such merger or consolidation cease to constitute a majority of the board of directors of the Company or the surviving entity (or the entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in the election of directors of the Company or such surviving entity);

(iv) the shareholders of the Company approve a sale, transfer or other disposition of all or substantially all of the assets of the Company, which is consummated and immediately following which the persons who were shareholders of the Company immediately prior to such sale, transfer or disposition, do not own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the sale, transfer or disposition, more than 50% of the combined voting power of the voting securities entitled to vote generally in the election of directors of (x) the entity or entities to which such assets are sold or transferred or (y) an entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in the election of directors of the entities described in subclause (x);

(v) the shareholders of the Company approve a plan of complete liquidation of the Company, or such a plan is commenced; and

(vi) any other event not described in clauses (i) through (v) above that the Board of Directors, in its discretion, determines to be a Change in Control.

(c) The Participant will immediately forfeit all unvested shares of Restricted Stock awarded hereunder if the Participant resigns his or her position as a director, other than as a result of death or disability, or if he or she declines to stand for re-election as a director if nominated by the Board of Directors of the Company.

2. Restrictions on Transfer . The Participant may not sell, pledge or otherwise transfer unvested shares of Restricted Stock. The Company is not obligated to recognize any purported sale or other transfer of Restricted Stock in violation of this Section 2 and may treat any such purported sale or transfer as null, void and of no effect. The Participant hereby agrees with the Company that each certificate representing Restricted Stock will bear substantially the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN DEAN FOODS COMPANY (“DEAN”) AND THE HOLDER OF THIS CETIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS PERMISSIBLE.

3. Compliance with Securities Laws . The Restricted Stock may not be sold, pledged or otherwise transferred in the absence of an effective registration statement pertaining thereto under

the Securities Act of 1933, as amended, and all applicable regulations promulgated thereunder, and under any applicable state securities laws and all applicable regulations promulgated thereunder, or an exemption from the registration requirements thereof.

4. Compliance with Plan . Participant acknowledges that this Agreement is entered into, and all Restricted Stock issued pursuant to this Agreement is issued pursuant to the Plan and that the provisions of the Plan are applicable to all such Restricted Stock. The Participant agrees to comply with the provisions of the Plan, as it may be amended from time to time, to the extent that such provisions are not inconsistent with the provisions of this Agreement.

5. Miscellaneous .

(a) Binding Effect . This Agreement will be binding on and will inure to the benefit of the respective successors, assigns and personal representatives of the parties hereto. Following the death of the Participant, the provisions hereof applicable to the Participant will apply equally to the Participant’s estate and personal representative.

(b) Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, that provision will be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly.

(c) Entire Agreement . This Agreement and the Plan embody the complete agreement of the parties with respect to the subject matter hereof and supersede any prior written, or prior or contemporaneous oral, understandings or agreements between the parties that may have related in any way to the subject matter hereof. Except as set forth in the Plan, this Agreement may be amended only in writing executed by the Company and the Participant.

(d) Notice . Any notice required or permitted under this Agreement must be in writing and will be deemed to have been given when delivered personally, by telecopy or by overnight courier service or three days after being sent by mail, postage prepaid, to (a) if to the Company, to the Company’s principal place of business, or (b) if to the Participant, to his or her place of employment or to his latest address then contained in the Company’s records (or to such changed address as such person may subsequently give notice of in accordance herewith).

(e) Counterparts . This Agreement may be executed in one or more counterparts for the convenience of the parties hereto, all of which together will constitute one and the same instrument.

(f) Governing Law . This Agreement will be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware, without giving effect to

any conflicts of law rule or principle that might require the application of the laws of another jurisdiction.

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


	DEAN FOODS COMPANY
	By:
		[Name]
		[Title]


	PARTICIPANT:

	[Name]
	[Address]

Exhibit A


Vest Date		No. of Shares

Exhibit 31.1

Certification

I, Gregg L. Engles, certify that:

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

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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


		/s/ Gregg L. Engles

		Chairman of the Board and
		Chief Executive Officer

August 8, 2008

Exhibit 31.2

Certification

I, Jack F. Callahan, Jr., certify that:

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

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


		/s/ Jack F. Callahan, Jr.

		Executive Vice President and
		Chief Financial Officer

August 8, 2008

EXHIBIT 32.1

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

In connection with the Quarterly Report on Form 10-Q of Dean Foods Company (the “Company”) for the quarter ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg L. Engles, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		/s/ Gregg L. Engles

		Gregg L. Engles
		Chairman of the Board and Chief Executive Officer

August 8, 2008

EXHIBIT 32.2

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

In connection with the Quarterly Report on Form 10-Q of Dean Foods Company (the “Company”) for the quarter ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		/s/ Jack F. Callahan, Jr.

		Jack F. Callahan, Jr.
		Executive Vice President and Chief Financial Officer

August 8, 2008

EXHIBIT 99

DEAN HOLDING COMPANY
CONSOLIDATED BALANCE SHEET INFORMATION
(Unaudited)
(In thousands)


	June 30, 2008
Assets
Current assets:
Cash and cash equivalents	$	10,949
Receivables, net		298,027
Income taxes receivable		2,258
Inventories		118,070
Deferred income taxes		19,514
Prepaid expenses and other current assets		9,023

Total current asset		457,841
Property, plant and equipment, net		496,926
Goodwill		1,095,176
Identifiable intangible and other assets		192,985

Total	$	2,242,928

Liabilities and Parent’s Net Investment
Current liabilities:
Accounts payable and accrued expenses	$	270,813
Current portion of long-term debt		197,242

Total current liabilities		468,055
Long-term debt		327,726
Deferred income taxes		146,698
Other long-term liabilities		87,295
Parent’s net investment:
Parent’s net investment		1,217,057
Accumulated other comprehensive loss		(3,903	)

Total parent’s net investment		1,213,154

Total	$	2,242,928

DEAN HOLDING COMPANY
CONSOLIDATED OPERATING INFORMATION
(Unaudited)
(In thousands)


	Six Months Ended
	June 30, 2008
Net sales	$	2,219,680
Cost of sales		1,732,318

Gross profit		487,362
Operating costs and expenses:
Selling and distribution		313,426
General and administrative		28,322
Amortization of intangibles		544
Facility closing and reorganization costs		3,312

Total operating costs and expenses		345,604

Operating income		141,758
Other (income) expense:
Interest expense		13,907
Other (income) expense, net		43,771

Total other expense		57,678

Income from continuing operations before income taxes		84,080
Income taxes		30,972

Net income	$	53,108