Thursday, 8 November 2007

Dean Foods Company Reports Third Quarter Results

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Thursday, 8 November 2007

Most Challenging Quarter in Company’s History

DALLAS, Nov. 8 /PRNewswire-FirstCall/ — Dean Foods Company (NYSE: DF)
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

SOURCE Dean Foods Company

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

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