Friday, 21 November 2008

Dean Foods Chairman and CEO Enters into Forward Sale Agreement

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Friday, 21 November 2008

DALLAS, Nov. 21 /PRNewswire-FirstCall/ — Dean Foods Company (NYSE: DF)
today announced that Gregg Engles, Chairman and CEO, has entered into a one
year forward sale agreement for approximately 950,000 shares of Dean Foods
common stock. The initial proceeds of the transaction have been used by Mr.
Engles to repay a substantial portion of a personal loan secured by Dean Foods
common stock that he owns. The agreement provides Mr. Engles with a portion of
the proceeds at the time of entering into the agreement, as well as sharing in
the appreciation of the common stock at the maturity of the agreement. The
agreement also allows Mr. Engles to elect cash settlement, and thereby retain
full ownership of the shares covered by the transaction.

“I strongly believe in the future direction of Dean Foods and have elected
to enter into this type of transaction to retain participation in future share
appreciation. I continue to believe that the opportunity for value creation at
Dean Foods over the coming three to five years is as large as ever. For 2009,
I am confident about the coming year based on the momentum in the business,
the quality of our strategic initiatives, and an improving commodity outlook,”
commented Mr. Engles. “This transaction allows me to greatly reduce an
outstanding loan that is secured by Dean Foods shares, while retaining
interest in future share appreciation over the life of the contract.”

In addition to the shares subject to this transaction, Mr. Engles
continues to hold approximately 4.6 million shares of Dean Foods stock and
vested options, representing approximately 2.9% of diluted shares outstanding.


Dean Foods is one of the leading food and beverage companies in the United
States. The Company’s 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. The Company’s WhiteWave-Morningstar segment markets and sells
a variety of nationally branded dairy and dairy-related products, such as
Silk(R) soymilk and cultured soy products, Horizon Organic(R) milk and other
dairy products, International Delight(R) coffee creamers, LAND O’LAKES(R)
creamers and other fluid dairy products. Our WhiteWave-Morningstar segment’s
Rachel’s Organic(R) dairy products brand is the third 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.


Some of the statements in this press release are “forward-looking” and are
made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These “forward-looking” statements include
statements relating to, among other things, projected sales, operating income,
net income, adjusted diluted earnings per share, debt covenant compliance and
expected financial performance. 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: Corporate Communications, Marguerite Copel, +1-214-721-1273; or
Investor Relations, Barry Sievert, +1-214-303-3437

SOURCE Dean Foods Company

CONTACT: Corporate Communications, Marguerite Copel, +1-214-721-1273,
Investor Relations, Barry Sievert, +1-214-303-3437, both of Dean Foods/
/Web Site: /

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