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Dean Foods Company Reports Third Quarter Results

November 8, 2007
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DALLAS, Nov. 8 /PRNewswire-FirstCall/ — Dean Foods Company today announced that the Company earned $0.05 per diluted share from continuing operations for the quarter ended September 30, 2007, compared with $0.54 per diluted share from continuing operations in the third quarter of 2006. Net income from continuing operations for the third quarter totaled $6.5 million, compared with $74.5 million in the prior year’s third quarter.

On an adjusted basis (as defined below), diluted earnings per share were $0.14, compared to $0.56 in the prior year’s third quarter. Adjusted net income for the third quarter was $18.7 million, compared to adjusted net income of $77.9 million in the third quarter of 2006. The decrease in adjusted net income and earnings per share is primarily related to a decline in operating results in the quarter and the increase in interest expense as a result of the recapitalization connected to the special cash dividend of $15 per share that was paid in early April. Interest expense in the quarter totaled $89.7 million, compared to $48.0 million in the third quarter of 2006. Total debt, net of $45 million in cash on hand, at September 30, 2007, was approximately $5.3 billion.

   Summary of Dean Foods Third Quarter 2007 Segment and Operating Results                                                      % Growth Rate   Dairy Group:       Fluid Milk Volume                                 -3.4%       Operating Income                                  -21.0%   WhiteWave Foods:       Net Sales                                          9.0%       Operating Income                                  -37.0%   Consolidated Adjusted Operating Income                -29.3%    

“In the third quarter, we were faced with the most difficult operating environment in our history,” said Gregg Engles, Chairman and Chief Executive Officer. “Raw milk prices rose rapidly to record highs and we were challenged to increase our pricing fast enough to keep pace. Additionally, as retail prices spiked, rising an average of seventy-five cents per gallon over the course of this year, volumes softened and our sales mix skewed more heavily toward private label milk. At the same time, we continued to work to overcome the negative effects of the increase in the cost of shrink, lower offsets to cost of goods sold from excess cream sales, and continued increased investment behind the Horizon Organic brand.”

Net sales for the third quarter totaled $3.1 billion, an increase of 24% from net sales for the third quarter of 2006, due to the pass-through of higher commodity dairy costs and increased sales at WhiteWave Foods.

Consolidated operating income in the third quarter totaled $103.3 million, a decrease of 39% from $168.7 million in the third quarter of 2006. Adjusted

third quarter consolidated operating income totaled $123.1 million, a decrease of 29% from $174.2 million in the third quarter of 2006.

DAIRY GROUP

Dairy Group net sales for the third quarter were $2.8 billion, a 26% increase from $2.2 billion in net sales for the third quarter of 2006. The sales increase was due primarily to the pass-through of higher overall dairy commodity costs to customers. The third quarter average Class I mover, which is an indicator of the Company’s raw milk costs, averaged $21.53 per hundred-weight, a 95% increase from the same period in 2006 and 32% higher than the second quarter of 2007. Class II butterfat prices averaged $1.58 per pound in the third quarter, 20% higher than the third quarter of 2006.

Dairy Group segment operating income in the third quarter was $137.3 million, compared to $173.7 million in the third quarter of 2006.

WHITEWAVE FOODS

WhiteWave Foods segment reported third quarter net sales of $335.8 million, 9% higher than third quarter 2006 net sales of $308.4 million. Sales growth was strong across the branded portfolio with net sales of Horizon Organic(R) milk increasing over 20% due to strong volume performance driven by increased promotional activity and lower average prices. International Delight(R) sales increased in the low double digits and Land O’Lakes(R) sales grew in the mid-teens over the same period last year, driven by high-single digit volume growth and commodity based price increases. Sales of Silk(R) increased in the mid-single digits over the third quarter of 2006.

Segment operating income in the third quarter for WhiteWave Foods was $22.3 million, compared to $35.4 million in the third quarter of 2006. Segment operating margins were 6.6%, compared to 11.5% in the third quarter of 2006, due to the lower contribution from Horizon Organic related to increased brand spending and lower overall gross profit margins.

CORPORATE EXPENSE

Corporate and other expenses totaled $36.5 million, compared to $34.9 million in the third quarter of 2006. The increase was largely driven by increased investments in support of the Company’s strategic initiatives.

CASH FLOW

Cash flow from continuing operations through the first nine months of 2007 totaled $220.7 million, compared to $427.0 million in the first nine months of 2006. The decline in cash flow from operations is due primarily to lower operating results, higher year over year interest expense, and the increase in working capital requirements.

Capital expenditures through the first three quarters of 2007 totaled $165.2 million, compared to $174.9 million in capital expenditures in the first nine months of 2006.

FORWARD OUTLOOK

“Looking ahead to the fourth quarter for the Dairy Group, we expect record high raw milk prices will continue to pressure results. Milk cost stabilization should help in terms of price realization; but, other costs tied to milk costs such as shrink, lower cost of goods sold offsets from excess cream sales, and the potential for continued unfavorable mix shift away from our regional brands will likely continue to challenge earnings,” said Jack Callahan, Chief Financial Officer. “At WhiteWave, we will continue to invest to protect the Horizon Organic brand from aggressive competition through this period of industry oversupply, which will negatively affect WhiteWave profitability. Therefore, we expect fourth quarter adjusted earnings to be approximately $0.30 per share.

Looking into 2008, the dairy commodity price and organic milk oversupply situations remain sufficiently unsettled that we believe it is premature today to set out expectations for the full year. Entering 2008, pricing realization should begin to improve if the Class I price moderates from current levels, as we expect. However, the commodity cost comparison to early 2007 will continue to be a meaningful drag on performance as current forecasts suggest a range for the first quarter of $18-$20 per hundredweight compared to only $13.74 in the first quarter of 2007. At WhiteWave, we anticipate that the organic milk oversupply will persist into 2008 and continue to limit WhiteWave profit growth. With the tough cost comparisons on commodity milk and the continued effects of the organic milk surplus, we anticipate overall operating profits in the first quarter will continue to be below previous year levels, consistent with the trend since the second quarter of 2007. Additionally, the higher interest expense under our new capital structure will further negatively impact first quarter earnings by approximately $0.16 per share.

Looking beyond the first quarter, it’s clear that commodity costs will be the key driver of our performance. While the Class I mover is showing signs of moderation, there is a wide range of estimates as to the timing and extent of any price declines. If dairy commodity prices remain high, 2008 could be quite difficult as we would continue to face negative cost overlaps until at least mid-year. Similarly, we expect the oversupply situation in the organic milk market to persist well into 2008 and it is unclear exactly when supply and demand will come into better balance. As we are committed to defending the Horizon brand through this period of oversupply, we expect WhiteWave results to be impacted for as long as the supply imbalance persists.

Balancing all of the possible outcomes for 2008, right now, we are expecting a difficult first quarter, followed by sequentially improving results as we move through the year. We will provide more perspective on 2008 when we report the fourth quarter after we complete our planning activities and the outlook for the 2008 commodity environment becomes a bit clearer.”

TAX TREATMENT OF $15 SPECIAL CASH DIVIDEND

With respect to the distribution, or “special dividend” of $15 per share paid to shareholders of record as of March 27th, the Company currently estimates that approximately 45% of the distribution will be considered a taxable dividend in accordance with U.S. Federal income tax rules, and the remaining 55% will be considered a non-dividend distribution. This estimate includes assumptions regarding the Company’s financial performance for the remainder of 2007, and is therefore subject to further refinement once full year performance has been reported. Shareholders are encouraged to contact their tax and financial advisors regarding the implications and appropriate tax treatment of this distribution.

RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007

Net sales for the nine months ended September 30, 2007 totaled $8.6 billion, an increase of 14% from net sales for the same period of last year, due to the passthrough of higher dairy commodity costs and increased sales at WhiteWave Foods. Net income from continuing operations for the first nine months of the year totaled $97.9 million, compared with $204.0 million in the first nine months of 2006. Diluted earnings per share from continuing operations for the nine months ended September 30, 2007 totaled $0.71, compared to $1.45 for the first nine months of 2006.

On an adjusted basis (as defined below), net income from continuing operations for the nine months totaled $127.4 million, compared to $211.8 million in the same period of 2006. Adjusted diluted earnings per share from continuing operations for the first nine months of 2007 totaled $0.93, compared to $1.51 in the first nine months of 2006.

COMPARISON OF ADJUSTED INFORMATION TO GAAP INFORMATION

The adjusted financial results contained in this press release are from continuing operations and are adjusted to eliminate the net expense or net gain related to the items identified below. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as company management. Because the Company cannot predict the timing and amount of charges associated with non-recurring items or facility closings and reorganizations, management does not consider these costs when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation for management, or in determining earnings estimates. These costs are not presented in any of the Company’s operating segments. This non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These non-GAAP measures may be different than similar measures used by other companies. A full reconciliation for the three and nine month periods ended September 30, 2007 calculated according to GAAP and on an adjusted basis is attached.

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

   — a $19.8 million charge ($11.8 million net of income tax) related to the      realignment of our Dairy Group’s finance and accounting organization,      the Dairy Group’s management realignment, workforce reduction      activities in the Dairy Group’s operations, and previously announced      facility closings, as well the sale of our tofu business; and    — a $0.7 million charge ($0.4 million net of income tax) related to non-      recurring special dividend costs.    

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

   — a $5.5 million charge ($3.4 million net of income tax) charge related      to the Madison, WI warehouse closing, ice cream production facility      consolidation in the East Region, and other announced facility closings      and reorganizations.    

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

   — a $29.4 million charge ($17.8 million net of income tax) related to the      realignment of our Dairy Group’s finance and accounting organization,      the Dairy Group’s management realignment, workforce reduction      activities in the Dairy Group’s operations, and previously announced      facility closings, as well the sale of our tofu business; and    — a $19.2 million charge ($11.7 million net of income tax) related to      non-recurring special dividend costs, including the write-off of      finance costs resulting from the completion of our new senior credit      facility.    

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

   — a $12.8 million charge ($7.8 million net of income tax) related to the      Madison, WI warehouse closing, ice cream production facility      consolidation in the East Region, and other announced facility closings      and reorganizations.     CONFERENCE CALL WEBCAST  

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

ABOUT DEAN FOODS

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

FORWARD-LOOKING STATEMENTS

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

   Contact:    Investors:               Barry Sievert               Investor Relations               (214) 303-3437                Media:               Marguerite Copel               Corporate Communications               (214) 721-1273                                 DEAN FOODS COMPANY                   Condensed Consolidated Income Statements                 (dollars in thousands, except per share data)                                 Three months ended      Nine months ended                                   September 30,           September 30,                                 2007        2006        2007        2006     Net sales                 $3,116,796  $2,517,792  $8,590,190  $7,504,717    Cost of sales              2,457,473   1,823,786   6,555,543   5,475,518       Gross profit               659,323     694,006   2,034,647   2,029,199     Operating costs and     expenses                    536,201     519,789   1,594,160   1,538,244    Facility closings,     reorganizations and     other costs                  19,816       5,471      29,391      12,823       Operating income           103,306     168,746     411,096     478,132     Interest expense              89,657      48,031     230,839     144,335    Debt refinancing and     special dividend costs          750           –      19,195           –    Other (income) expense          (138)        (60)       (192)        (46)       Income from continuing       operations before       income taxes               13,037     120,775     161,254     333,843    Income taxes                   6,520      46,277      63,357     129,856     Income from continuing     operations                    6,517      74,498      97,897     203,987    Income (loss) from     discontinued operations,     net of tax                      (35)     (3,705)        821     (51,534)       Net income                  $6,482     $70,793     $98,718    $152,453      Basic earnings per share:      Income from continuing       operations                  $0.05       $0.56       $0.75       $1.51      Income (loss) from       discontinued       operations                    –         (0.03)       0.01       (0.38)        Net income                 $0.05       $0.53       $0.76       $1.13       Basic average common       shares (000′s)            130,671     133,739     129,866     134,644     Diluted earnings per     share:      Income from continuing       operations                  $0.05       $0.54       $0.71       $1.45      Income (loss) from       discontinued       operations                    –         (0.03)       0.01       (0.36)        Net income                 $0.05       $0.51       $0.72       $1.09       Diluted average common       shares (000′s)            137,669     139,160     137,068     140,501                                  DEAN FOODS COMPANY                              Segment Information                             (dollars in thousands)                                 Three months ended      Nine months ended                                   September 30,           September 30,                                 2007        2006        2007        2006    Net sales:      Dairy Group             $2,780,948  $2,209,411  $7,606,088  $6,593,129      WhiteWave Foods       Company                   335,848     308,381     984,102     911,588          Total               $3,116,796  $2,517,792  $8,590,190  $7,504,717     Segment operating     income (loss):      Dairy Group               $137,317    $173,748    $473,625    $511,547      WhiteWave Foods       Company                    22,288      35,389      81,786      86,891      Corporate/Other            (36,483)    (34,920)   (114,924)   (107,483)        Subtotal                 123,122     174,217     440,487     490,955        Facility closings,         reorganizations and         other costs             (19,816)     (5,471)    (29,391)    (12,823)          Total operating           income               $103,306    $168,746    $411,096    $478,132                                 DEAN FOODS COMPANY                     Condensed Consolidated Balance Sheets                            (dollars in thousands)                                               September 30,      December 31,    ASSETS                                        2007              2006     Cash and cash equivalents                     $45,006           $31,140    Other current assets                        1,598,621         1,348,150       Total current assets                     1,643,627         1,379,290     Property, plant & equipment                 1,788,190         1,786,907     Intangibles & other assets                  3,709,157         3,583,996    Assets of discontinued operations                   –            19,980     Total Assets                               $7,140,974        $6,770,173      LIABILITIES AND STOCKHOLDERS’ EQUITY     Total current liabilities, excluding     debt                                        $962,598          $852,898     Total long-term debt, including     current portion                            5,366,106         3,355,851     Other long-term liabilities                   801,451           743,234    Liabilities of discontinued     operations                                         –             8,791     Stockholders’ equity:       Common stock                                 1,309             1,284       Additional paid-in capital                  38,396           624,475       Retained earnings                           34,898         1,229,427       Other comprehensive income (loss)          (63,784)          (45,787)         Total stockholders’ equity                10,819         1,809,399     Total Liabilities and Stockholders’     Equity                                    $7,140,974        $6,770,173                                 DEAN FOODS COMPANY                 Condensed Consolidated Statements of Cash Flows                            (dollars in thousands)                                               Nine months ended September 30,    Operating Activities                             2007            2006     Net income                                     $98,718         $152,453    (Income) loss from discontinued     operations                                       (821)          51,534    Depreciation and amortization                  174,185          169,029    Deferred income taxes                            4,897           61,802    Share-based compensation                        27,188           28,554    Write-off of deferred financing     costs                                          13,545                –    Changes in current assets and     liabilities                                  (107,447)         (43,307)    Other                                           10,424            6,887       Net cash provided by continuing        operations                                 220,689          426,952       Net cash used in discontinued        operations                                       –             (900)       Net cash provided by operating        activities                                 220,689          426,052     Investing Activities    Additions to property, plant and     equipment                                    (165,192)        (174,913)    Cash outflows for acquisitions                (131,689)         (16,819)    Proceeds from divestitures                      12,169           96,280    Proceeds from sale of fixed assets              11,831            5,619       Net cash used in continuing        operations                                (272,881)         (89,833)       Net cash used in discontinued        operations                                       –          (14,696)       Net cash used in investing        activities                                (272,881)        (104,529)     Financing Activities    Proceeds from the issuance of debt           2,337,700          498,020    Repayment of debt                             (339,904)        (729,381)    Payment of deferred financing costs            (31,281)          (6,889)    Issuance of common stock, net                   27,752           28,049    Payment of dividend                         (1,942,738)               –    Repurchase of common stock                           –         (135,679)    Tax savings on share-based     compensation                                   14,529           31,211       Net cash provided (used) by        continuing operations                       66,058         (314,669)       Net cash provided by discontinued        operations                                       –           11,760       Net cash provided (used) by        financing activities                        66,058         (302,909)     Increase in cash and cash     equivalents                                    13,866           18,614    Beginning cash balance                          31,140           24,456     Ending cash balance                            $45,006          $43,070                Computation of Free Cash Flow Provided by Operations                            (dollars in thousands)                                               Nine months ended September 30,                                                   2007              2006    Net cash provided by continuing     operations                                  $220,689          $426,952    Additions to property, plant and     equipment                                   (165,192)         (174,913)       Free cash flow provided by        operations                                $55,497          $252,039                                  DEAN FOODS COMPANY                 Reconciliation of Non-GAAP Financial Measures                 (dollars in thousands, except per share data)                                       Three months ended  Nine months ended                                        September 30,       September 30,                                        2007      2006      2007      2006    Reconciliation of GAAP to     adjusted operating income     GAAP operating income from     continuing operations            $103,306  $168,746  $411,096  $478,132     Adjustment:       Facility closings,        reorganizations and other        costs                           19,816     5,471    29,391    12,823        Adjusted operating income      $123,122  $174,217  $440,487  $490,955       Reconciliation of GAAP to     adjusted net income     GAAP net income from continuing     operations                         $6,517   $74,498   $97,897  $203,987     Adjustments, net of tax:       Facility closings,        reorganizations and other        costs                           11,814     3,374    17,844     7,835       Debt refinancing and special        dividend costs                     409         –    11,653         –        Adjusted net income             $18,740   $77,872  $127,394  $211,822       Reconciliation of GAAP to     adjusted diluted earnings     per share     GAAP diluted earnings per share     from continuing operations          $0.05     $0.54     $0.71     $1.45     Adjustments, net of tax:       Facility closings,        reorganizations and other        costs                             0.09      0.02      0.13      0.06       Debt refinancing and special        dividend costs                     –         –        0.09       –        Adjusted diluted earnings per        share                            $0.14     $0.56     $0.93     $1.51  

Dean Foods Company

CONTACT: investors, Barry Sievert, Investor Relations, +1-214-303-3437,or media, Marguerite Copel, Corporate Communications, +1-214-721-1273, both ofDean Foods Company

Web site: http://www.deanfoods.com/