starts pure. stays pure.®
2014 Annual Report
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Dear Fellow Stockholders:
As we look back on 2014, we see the most difficult year in our company’s history, and the most
difficult operating environment we’ve ever experienced. Yet we exit the year with optimism,
especially given our return to positive earnings in the fourth quarter. We also enter 2015 knowing
that despite the challenges of the past year, we accomplished numerous initiatives that will
positively impact the results of the company going forward.
We continue to execute a clear and focused
vision for our company: to be the most
admired and trusted provider of wholesome,
great-tasting dairy products at every occasion.
We’re proud to lead in what should be an
on-trend, growing category of locally sourced,
protein-dense products with clean labels that
our customers and consumers desire.
And I firmly believe that our operating
efficiencies, advantages in scale and capability,
the equity of our long-standing brands, and
the expertise and hard work of the best team
in the industry position us for long-term
success and sustainable value creation for
our stockholders.
Looking Forward with Confidence
In 2014, we were challenged by issues that impacted our entire industry: record high dairy
commodity prices, declining category volumes, and shifts of consumers away from
branded to private label products.
But as we enter 2015, we see many reasons for optimism.
Success with
By combining our national scale,
a solid brand strategy, and the
strength and consumer appeal of
our regional brands, TruMoo has
grown to a more than $700 million
brand in retail and foodservice sales.
As the nation’s largest flavored milk
brand, we’ve grown our share in
flavored milk by 25 percent1 since
our national launch in 2012. We
extended the brand’s presence with
TruMoo Ice Cream, and expanded
our consumer target by attracting
1. Source: InfoScan, Total US MULO
2. Source: IRI Last 12 Weeks Ending 01-04-2015
young adult males with our TruMoo
Protein Plus product. In a few short
months, TruMoo Protein has secured
a 10 percent share of the refrigerated
protein beverage segment2 and
is the largest dairy-based protein
product on the West Coast. In 2015,
we’ll continue to support TruMoo
with television and digital advertising
and other marketing efforts,
including bringing back popular
limited time seasonal flavor varieties.
First, we’re experiencing rapid and significant
cost declines across the various classes of
dairy products in the United States. While
category volume declines are concerning,
we are pleased that costs are trending down.
in routing and distribution technologies to
increase efficiency and reduce costs. We
believe we have years of opportunity ahead
of us to drive meaningful savings in this large
area of expense for our company.
We’ve also done significant work over the
past year to drive efficiency, which we believe
positions us to win as external factors normalize.
Price Realization: Our pricing tools and
protocols are working. In Q4, our gross margin
per gallon improved nearly 3 cents, and our
gross profit margin per gallon was up almost
5 percent sequentially versus Q3 despite
higher costs and lower volumes.
Cost Productivity and Efficiency Efforts: In
our operations, we’ve closed or announced
the closure of 13 facilities since late 2012.
With the costs associated with these closures
largely behind us, we should begin to realize
significant efficiencies across our network.
Within our logistics function, we’ve invested
Profitable Volume: In addition to winning new
business in fluid milk, we’re focused on driving
mix improvements and volume gains through
a number of key initiatives launching in 2015.
Of course, we’ve done all of these things with
a sharp, unwavering focus on the quality of
our products, safety of our employees, and
service to our customers and consumers.
In fact, 2014 was the best year in company
history in quality and safety measures.
Our team has persevered through a very
challenging year, and maintained a continuous
improvement mindset to become a better,
stronger company every day. Our work is
paying off, and will continue to position
us to win.
1.6 million:
number of cartons of TruMoo
served every day in schools
across the country
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2015: A Year of Rebuilding
With the costs we’ve removed from our system
and the benefit of declining raw milk prices,
we are optimistic that results will improve.
We look at 2015 with confidence:
• Despite category declines, milk is still in
90 percent of U.S. homes3 and is a nearly
$20 billion retail category.4
• We have more than a 35 percent share of fluid
milk volume nationally,5 and our brands hold
No. 1 or No. 2 positions — as measured by
sales of branded white milk — in approximately
80 percent of the markets we serve.6
• We excel in producing high-quality products,
with all of our processing facilities receiving
the highest level of certification under the
Global Food Safety Initiative.
• Fluid milk meets the trend of consumers
wanting fresh, locally sourced products that
are protein-dense with clean labels. So while
the category has struggled, we believe it is
in-step with emerging consumer preferences.
We believe that our relative scale and national
footprint affords us sustainable cost, service,
distribution, quality, and marketing advantages.
And we have abundant opportunities to
continue to drive improved efficiency and
capability across our organization to rebuild
our P&L in 2015 and beyond. We have the
expertise, experience, and talent within our
organization to continue the hard work of
Milk is in 90
percent
of U.S. homes3
Our brands are No. 1 or
No. 2, as measured by sales of
branded white milk, in nearly
80 percent
of the markets we serve4
improving to drive growth. These capabilities
position Dean Foods for long-term success and
increased stockholder value.
Thank you to our stockholders for your
continued support through a difficult year
and your confidence in us going forward. And
thank you to our more than 17,000 employees
nationwide for your commitment to Dean Foods.
Sincerely,
3. Source: IRI Panel 2014
4. Source: IRI Last 12 Weeks Ending 01-04-2015
5. Source: USDA
6. Source: Dean Foods Fluid Dairy Supplier Brand Rank by IRI Food Market, Q4 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Fiscal Year Ended December 31, 2014
OR
‘ 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 Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
75-2559681
(I.R.S. Employer
Identification No.)
2711 North Haskell Avenue Suite 3400
Dallas, Texas 75204
(214) 303-3400
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $.01 par value
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No Í
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 Í No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes Í No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K Í
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 Í
Smaller reporting company ‘
Accelerated filer ‘
Non-accelerated filer ‘
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í
The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant at June 30, 2014, based on
the closing price for the registrant’s common stock on the New York Stock Exchange on June 30, 2014, was approximately $1.65 billion.
The number of shares of the registrant’s common stock outstanding as of February 12, 2015 was 94,155,336
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on or about May 13, 2015, which will be filed
within 120 days of the registrant’s fiscal year end, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Item
TABLE OF CONTENTS
PART I
1
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Developments Since January 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current Business Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Get More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1A Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1B Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
4 Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7 Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . .
Business Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Our Reportable Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matters Affecting Comparability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Known Trends and Uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Critical Accounting Policies and Use of Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recent Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7A Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . .
9A Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
10 Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13 Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
PART IV
Page
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15 Exhibits and Financial Statement Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures
54
S-1
Forward-Looking Statements
This Annual Report on Form 10-K (this “Form 10-K”) 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 expectations and
projections about future events, and are not statements of historical fact. Forward-looking statements include
statements concerning 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-K are based upon information available to us as of the filing date of
this Form 10-K, and we undertake no obligation to update any of these forward-looking statements for any
reason. You should not place undue reliance on forward-looking statements. The 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 I — Item 1A — Risk Factors” in this
Form 10-K, and elsewhere in this Form 10-K. You should carefully consider the risks and uncertainties described
in this Form 10-K.
PART I
Item 1. Business
We are a leading food and beverage company and the largest processor and direct-to-store distributor of
fluid milk and other dairy and dairy case products in the United States, with a vision to be the most admired and
trusted provider of wholesome, great-tasting dairy products at every occasion.
We manufacture, market and distribute a wide variety of branded and private label dairy case products,
including fluid milk, ice cream, cultured dairy products, creamers, juice, tea, ice cream mix and other dairy
products to retailers, distributors, foodservice outlets, educational institutions and governmental entities across
the United States. Our portfolio includes TruMoo®, a leading national flavored milk brand, along with well-
known regional dairy brands such as Alta Dena®, Berkeley Farms®, Country Fresh®, Dean’s®, Garelick Farms®,
Land O Lakes® (licensed brand) milk and cultured products, Lehigh Valley Dairy Farms®, Mayfield®,
McArthur®, Meadow Gold®, Oak Farms®, PET® (licensed brand), T.G. Lee®, Tuscan® and more. In all, we have
more than 50 local and regional dairy brands and private labels. We also produce and distribute ice cream,
cultured products, juices, teas and bottled water. Due to the perishable nature of our products, we deliver the
majority of our products directly to our customers’ locations in refrigerated trucks or trailers that we own or
lease. We believe that we have one of the most extensive refrigerated direct store delivery (“DSD”) systems in
the United States. Our products are sold primarily on a local or regional basis through local and regional sales
forces, although some national customer relationships are coordinated by a centralized corporate sales
department.
As we continue to evaluate and seek to maximize the value of our national operational network and our
leading brands and product offerings, we have aligned our leadership team, operating strategy, and sales,
logistics and supply chain initiatives into a single operating and reportable segment. We completed the spin-off
of The WhiteWave Foods Company (“WhiteWave”) on May 23, 2013, and the sale of Morningstar Foods
(“Morningstar”) on January 3, 2013. As a result, WhiteWave and Morningstar operating results are presented as
discontinued operations for all periods presented. In addition, we combined the results of our business operations
and the corporate items previously categorized as “Corporate and Other” into a single reportable segment as
further described in the “Matters Affecting Comparability” section below. See Notes 2 and 3 to our Consolidated
Financial Statements, respectively, for further information regarding the Morningstar sale, WhiteWave spin-off
and our discontinued operations.
1
Unless stated otherwise, any reference to income statement items in this Form 10-K refers to results from
continuing operations.
Our principal executive offices are located at 2711 North Haskell Avenue, Suite 3400, Dallas, Texas 75204.
Our telephone number is (214) 303-3400. We maintain a web site at www.deanfoods.com. We were incorporated
in Delaware in 1994.
Developments Since January 1, 2014
Retail, Customer and Commodity Environment — Escalation of dairy commodity costs to record highs in
2014 created one of the most difficult operating environments in the history of our company. Record-high raw
milk costs resulting in increased retail prices have created volume softness throughout the industry. As a result
we have experienced increased margin pressure, especially on our branded white milk products, due to pricing
pressure at the retail level. At these unprecedented commodity price levels, although our pricing pass-through
mechanisms are highly efficient, we have been unwilling to increase our branded product prices commensurate
with the higher cost of raw milk, which in turn has negatively impacted our net sales and gross profit. In addition,
we continued to experience higher costs associated with route returns, route losses and other forms of shrink
associated with the higher raw milk costs.
Class I raw milk prices continued to be at unprecedented levels in their duration and in absolute terms
during 2014, reaching a new all-time record high of $24.47 per hundred weight in May 2014, with no abatement
in the fourth quarter of 2014. Class I raw milk prices were approximately 24% higher during 2014 versus 2013.
As Class I raw milk prices continued to move higher, the spread between the Class I mover and the retail price of
private label gallons (“margin over milk”), compressed in 2014 at significantly lower levels than historical
trends. We expect significant raw milk cost declines during the first quarter of 2015, and we expect the margin
over milk to increase as retailers restore greater profitability to the dairy case.
In addition to record-high Class I raw milk costs, we have been challenged by the increase of butterfat
prices, creating volatility and pressuring our margins across our Class II product offerings, such as our ice cream,
half and half, heavy whipping cream and cultured products. Average Chicago Mercantile Exchange (“CME”)
butter prices increased 39% in 2014 versus the prior year to $2.16 per pound. CME butter prices peaked at an all-
time high of $3.06 per pound during the month of September 2014. Sustained-month over-month Class II
commodity price increases, like we experienced throughout 2014, create a pricing lag effect that makes it
difficult to effectively pass through rising costs fast enough to mitigate sustained inflation across our Class II
product set.
The fluid milk industry remains highly competitive. Fluid milk category volumes remained soft, and overall
category volume declines have continued beyond the historical trajectory of the category. Our volumes were
impacted by the loss of a portion of our private label business with a significant customer in 2013. The lost
volumes were primarily related to low-margin, private label fluid milk business and were the result of the
renegotiation of certain regional supply arrangements that, going forward, will be subject to renewal over various
time frames. Our total volumes declined 4% in 2014 compared to the prior year. In terms of our branded versus
private-label mix, since the third quarter of 2013, when raw milk prices began their steady and steep climb, our
brand mix has sequentially declined every quarter. During the fourth quarter of 2014, our branded to private label
mix, based on volume, averaged just under 35.5%.
As a result of certain changes to our business, including the loss of a portion of a significant customer’s
private label volume in 2013, and the impact of the historically high dairy commodity environment, we
completed the last plant closure associated with our accelerated cost reduction efforts. We remain committed to
continuing to improve our operating performance, sustaining strong positive cash flow and generating
shareholder value. In 2015, we will continue to emphasize price realization, cost productivity and volume at
margins that deliver an appropriate return, in an effort to improve our operating results.We believe the market
continues to be difficult with several factors beyond our control continuing to impact our earnings progression.
2
The fluid milk category continues to show weakness with declining industry volumes. Soft volumes, coupled
with ongoing historically high raw milk cost inflation and compressed margins over milk, negate some of the
impact of our cost reduction efforts and make it harder to deliver those cost savings to the bottom line. We do not
believe that the record high raw milk prices in 2014 will be the normalized trend for the longer-term trajectory.
We expect domestic raw milk costs to significantly decline in the first quarter of 2015, but we believe the dairy
commodity environment continues to be volatile and unpredictable in the mid-term. Industry volumes remain
soft and we expect our volumes to decline in the low to mid single digits during the first quarter of 2015 as
compared to the prior year, but with a continued improvement in net price realization. We expect to continue to
drive improved efficiency and capability across the organization with a view toward positioning ourselves for
long-term success.
Redemption of Dean Foods Company Senior Notes due 2018 — In December 2014, we completed the
redemption of our remaining outstanding Senior Notes due 2018. We redeemed the entire $24 million
outstanding principal amount of the Senior Notes at a redemption price equal to 104.875% of the principal
amount of the notes redeemed, plus accrued and unpaid interest, or approximately $26.1 million in total. As a
result of the redemption, we recorded a $1.4 million pre-tax loss on early extinguishment of debt in the fourth
quarter of 2014, which consisted of debt redemption premiums of $1.2 million and a write-off of unamortized
debt issue costs of $0.2 million. The redemption was financed with borrowings under our senior secured credit
facility.
Facility Closing and Reorganization Activities and Asset Impairment Charges — As a result of certain
changes to our business, including the loss of a portion of a significant customer’s private label volume in 2013,
we accelerated our plans for consolidating our production network. As of December 31, 2014, we closed 12 of
our production facilities. In addition, we have continued to evaluate the impact we expect these changes to have
on projected future cash flows of the business. This analysis identified indicators of impairment at certain of our
production facilities and therefore we were required to test the assets at those facilities for recoverability. The
results of our analysis indicated an impairment of our plant, property and equipment of $20.8 million, which we
recorded during the year ended December 31, 2014. Having completed our accelerated plant closures over the
past 18 to 24 months, we expect to return to normal optimization activities. In January 2015, we announced the
closure of one additional production facility. We can provide no assurance that we will not have impairment
charges in future periods as a result of changes in our business environment, operating results or the assumptions
and estimates utilized in our impairment tests.
3
Overview
We manufacture, market and distribute a wide variety of branded and private label dairy and dairy case
products, including milk, ice cream, cultured dairy products, creamers, juices and teas to retailers, foodservice
outlets, distributors, educational institutions and governmental entities across the United States. Our consolidated
net sales totaled $9.5 billion in 2014. The following charts depict our 2014 net sales by product, customer and
mix of company branded versus private label products.
Products
Customers
Brand Mix
Ice cream (4)
9%
Other (5)
2%
Other beverages (3)
5%
Cultured
4%
ESL & ESL
creamers (2)
3%
Fresh cream (1)
4%
Fluid milk
73%
Government/
schools
7%
Other
4%
Distributors
5%
Convenience
Stores
13%
Foodservice (6)
15%
Retailers
56%
Private label
53%
Company brands
47%
(1)
(2)
(3)
(4)
(5)
(6)
Includes half-and-half and whipping cream.
Includes creamers and other ESL fluids.
Includes fruit juice, fruit-flavored drinks, tea and water.
Includes ice cream, ice cream mix and ice cream novelties.
Includes items for resale such as butter, cheese, eggs and milkshakes.
Includes restaurants, hotels and other foodservice outlets.
We sell our products under local and regional proprietary or licensed brands. Products not sold under these
brands are sold under a variety of private labels. We sell our products primarily on a local or regional basis
through our local and regional sales forces, although some national customer relationships are coordinated by a
centralized corporate sales department. Our largest customer is Wal-Mart Stores, Inc., including its subsidiaries
such as Sam’s Club, which accounted for approximately 16% of our net sales for the year ended December 31,
2014.
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As of December 31, 2014, our local and regional proprietary and licensed brands included the following:
Alta Dena®
Arctic Splash®
Barbers Dairy®
Barbe’s®
Berkeley Farms®
Broughton™
Brown Cow®
Brown’s Dairy®
Bud’s Ice Cream™
Chug®
Country Fresh®
Country Love®
Creamland™
Dairy Ease®
Dairy Pure®
Dean’s®
Fieldcrest®
Fruit Rush®
Gandy’s™
Garelick Farms®
Hygeia®
Jilbert™
Knudsen® (licensed brand)
Land O Lakes® (licensed brand)
Land-O-Sun & design®
Lehigh Valley Dairy Farms®
Louis Trauth Dairy Inc.®
Mayfield®
McArthur®
Meadow Brook®
Meadow Gold®
Mile High Ice Cream™
Model Dairy®
Morning Glory®
Nature’s Pride®
Nurture®
Nutty Buddy®
Oak Farms®
Over the Moon®
Pet® (licensed brand)
Pog® (licensed brand)
Price’s™
Purity™
Reiter™
Robinson™
Saunders™
Schepps®
Shenandoah’s Pride®
Stroh’s®
Swiss Dairy™
Swiss Premium™
Trumoo®
T.G. Lee®
Tuscan®
Turtle Tracks®
Verifine®
Viva®
We currently operate 68 manufacturing facilities in 32 states located largely based on customer needs and
other market factors, with distribution capabilities across all 50 states. For more information about our facilities,
see “Item 2. Properties.” Due to the perishable nature of our products, we deliver the majority of our products
directly to our 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 we have one of the most extensive refrigerated
DSD systems in the United States.
The primary raw material used in our products is conventional milk (which contains both raw milk and
butterfat) that we purchase primarily from farmers’ cooperatives, as well as from independent farmers. The
federal government and certain state governments set minimum prices for raw milk and butterfat on a monthly
basis. Another significant raw material we use is resin, which is a fossil fuel-based product used to make plastic
bottles. The price of resin fluctuates based on changes in crude oil and natural gas prices. Other raw materials
and commodities used extensively by us include diesel fuel, used to operate our extensive DSD system, and juice
concentrates and sweeteners used in our products. We generally increase or decrease the prices of our fluid dairy
products on a monthly basis in correlation with fluctuations in the costs of raw materials, packaging supplies and
delivery costs. However, in some cases, we are subject to the terms of sales agreements with respect to the means
and/or timing of price increases, particularly for non-dairy input costs such as diesel and resin.
We have several competitors in each of our major product and geographic markets. Competition between
dairy processors for shelf-space with retailers is based primarily on price, service, quality and the expected or
historical sales performance of the product compared to its competitors’ products. In some cases we pay fees to
customers for shelf-space. Competition for consumer sales is based on a variety of factors such as brand
recognition, price, taste preference and quality. Dairy products also compete with many other beverages and
nutritional products for consumer sales.
The fluid milk category enjoys a number of attractive attributes. Specifically, fluid milk is a nutritious
product that is found in over 90% of U.S. homes. As a result, fluid milk is a very large category, with more than
$20 billion of annual sales. This category’s size and pervasiveness, plus the limited shelf life of the product,
make it an important category for retailers and consumers, as well as a large long-term opportunity for the best
5
positioned dairy processors. However, the dairy industry is not without some well documented challenges. It is a
mature industry that has traditionally been characterized by slow to flat growth and low profit margins.
According to the U.S. Department of Agriculture, per capita consumption of fluid milk continues to decline. Due
in part to the current economic climate, which continues to be challenging for broad segments of the population,
and historically high raw milk prices, the fluid milk category has posted declining volumes over the last several
years, with recent category declines exceeding the historical trajectory of the category.
For more information on factors that could impact our business, see “— Government Regulation — Milk
Industry Regulation”, “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Known Trends and Uncertainties — Prices of Conventional Raw Milk and Other
Inputs,” as well as Note 20 to our Consolidated Financial Statements.
Current Business Strategy
Dean Foods has evolved over the past 20 years through a period of rapid acquisition, consolidation,
integration and most recently the separation of our operations following the spin-off of WhiteWave and sale of
Morningstar in 2013. Today, we are a leading food and beverage company, and the largest processor and direct-
to-store distributor of fluid milk and other dairy and dairy case products in the United States. We believe our
portfolio of manufacturing and distribution assets enables us to offer regional and national branded and private
label products across a variety of product categories to our customers in a cost effective manner. We believe that
we operate one of the most extensive refrigerated DSD networks in the United States.
Our vision is to be the most admired and trusted provider of wholesome, great-tasting dairy products at
every occasion. Our strategy is to build on our unique capabilities and cost reduction opportunities to create an
advantaged low-cost position in the fluid milk category. Our strategy is anchored by the following four pillars
and is underscored by our commitments to safety, quality and service, and delivering financial performance by
focusing on volume, price and cost control:
Engage and Align:
•
•
Foster an environment of engagement through organizational alignment, shared goals and measurable
objectives with clear accountability.
Invest in our employees by providing opportunities for professional development.
Drive Productivity and Improvement:
•
•
•
Optimize our network for efficiency and flexibility in developing new products and routes to market.
Target and achieve savings in conversion, logistics, procurement and administrative costs through
employee-led continuous improvement initiatives.
Leverage efficiencies from our extensive network production and logistics network.
Grow the Business:
•
•
•
Grow our business, including TruMoo, by bringing a portfolio of innovative new products to our
customers.
Enhance our profitability by strategically targeting key customers and growing channels.
Evaluate and consider strategic acquisition opportunities.
Enable Sound Decision-Making:
•
•
Foster an environment of robust, efficient decision-making that is rooted in timely, reliable and
actionable information.
Use an effective, streamlined management operating structure to align the organization, facilitate cross-
functional decision-making and create enhanced opportunities to build our business.
6
Corporate Responsibility
Within our business strategies, a sense of corporate responsibility remains an integral part of our efforts,
despite the economic challenges we have faced. As we work to strengthen our business, we are committed to do
it in a way that is right for our employees, shareholders, consumers, customers and the environment. We intend
to realize savings by reducing waste and duplication while we continue to support programs that improve our
local communities. We believe that our customers, consumers and suppliers value our efforts to operate in an
ethical, environmentally sustainable, and socially responsible manner.
Seasonality
Our business is affected by seasonal changes in the demand for dairy products. Sales volumes are typically
higher in the fourth quarter due to increased dairy consumption during seasonal holidays. Fluid milk volumes
tend to decrease in the second and third quarters of the year primarily due to the reduction in dairy consumption
associated with our school business, partially offset by the increase in ice cream and ice cream mix consumption
during the summer months. Because certain of our operating expenses are fixed, fluctuations in volumes and
revenue from quarter to quarter may have a material effect on operating income for the respective quarters.
Intellectual Property
We are continually developing new technology and enhancing existing proprietary technology related to our
dairy operations. As of December 31, 2014, six U.S. and five international patents have been issued to us and two
U.S. and seven international patent applications are pending or published. We primarily rely on a combination of
trademarks, copyrights,
trade secrets, confidentiality procedures and contractual provisions to protect our
technology and other intellectual property rights. Despite these protections, it may be possible for unauthorized
parties to copy, obtain or use certain portions of our proprietary technology or trademarks.
Research and Development
Our total research and development (“R&D”) expense was $1.9 million, $1.8 million and $2.1 million for
2014, 2013 and 2012, respectively. Our R&D activities primarily consist of generating and testing new product
concepts, new flavors of products and packaging.
Employees
As of December 31, 2014, we had 17,246 employees. Approximately 38% of our employees participate in a
multitude of varying collective bargaining agreements.
Government Regulation
Food-Related Regulations
As a manufacturer and distributor of food products, we are subject to a number of food-related regulations,
including the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the U.S. Food
and Drug Administration (“FDA”). This comprehensive regulatory framework governs the manufacture
(including composition and ingredients), labeling, packaging and safety of food in the United States. The FDA:
•
•
•
regulates manufacturing practices for
regulations;
foods through its current good manufacturing practices
specifies the standards of identity for certain foods, including many of the products we sell; and
prescribes the format and content of certain information required to appear on food product labels.
7
We are also subject to the Food Safety Modernization Act of 2011, which, among other things, mandates the
FDA to adopt preventative controls to be implemented by food facilities in order to minimize or prevent hazards
to food safety. In addition, the FDA enforces the Public Health Service Act and regulations issued thereunder,
transmission or spread of
which authorizes regulatory activity necessary to prevent
communicable diseases. These regulations require, for example, pasteurization of milk and milk products. We are
subject to numerous other federal, state and local regulations involving such matters as the licensing and
registration of manufacturing facilities, enforcement by government health agencies of standards for our
products, inspection of our facilities and regulation of our trade practices in connection with the sale of food
products.
the introduction,
We use quality control laboratories in our manufacturing facilities to test raw ingredients. In addition, all of
our facilities have achieved Safety Quality Food (SQF) Level 3. Product quality and freshness are essential to the
successful distribution of our products. To monitor product quality at our facilities, we maintain quality control
programs to test products during various processing stages. We believe our facilities and manufacturing practices
are in material compliance with all government regulations applicable to our business.
Employee Safety Regulations
We are subject to certain safety regulations, including regulations issued pursuant to the U.S. Occupational
Safety and Health Act. These regulations require us to comply with certain manufacturing safety standards to
protect our employees from accidents. We believe that we are in material compliance with all employee safety
regulations applicable to our business.
Environmental Regulations
We are subject to various state and federal environmental laws, regulations and directives, including the
Food Quality Protection Act of 1996, the Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Comprehensive Environmental
Response Compensation and Liability Act. Our plants use a number of chemicals that are considered to be
“extremely” hazardous substances pursuant to applicable environmental laws due to their toxicity, including
ammonia, which is used extensively in our operations as a refrigerant. Such chemicals must be handled in
accordance with such environmental laws. Also, on occasion, certain of our facilities discharge biodegradable
wastewater into municipal waste treatment facilities in excess of levels allowed under local regulations. As a
result, certain of our facilities are required to pay wastewater surcharges or to construct wastewater pretreatment
facilities. To date, such wastewater surcharges have not had a material effect on our financial condition or results
of operations.
We maintain above-ground and under-ground petroleum storage tanks at many of our facilities. We
periodically inspect these tanks to determine whether they are in compliance with applicable regulations and, as a
result of such inspections, we are required to make expenditures from time to time to ensure that these tanks
remain in compliance. In addition, upon removal of the tanks, we are sometimes required to make expenditures
to restore the site in accordance with applicable environmental laws. To date, such expenditures have not had a
material effect on our financial condition or results of operations.
We believe that we are in material compliance with the environmental regulations applicable to our
business. We do not expect the cost of our continued compliance to have a material impact on our capital
expenditures, earnings, cash flows or competitive position in the foreseeable future. In addition, any asset
retirement obligations are not material.
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Milk Industry Regulation
The federal government establishes minimum prices that we must pay to producers in federally regulated
areas for raw milk. Raw milk primarily contains raw skim milk, in addition to a small percentage of butterfat.
Raw milk delivered to our facilities is tested to determine the percentage of butterfat and other milk components,
and we pay our suppliers for the raw milk based on the results of these tests.
The federal government’s minimum prices vary depending on the processor’s geographic location or sales
area and the type of product manufactured. Federal minimum prices change monthly. Class I butterfat and raw
skim milk prices (which are the minimum prices we are required to pay for raw milk that is processed into
Class I products such as fluid milk) and Class II raw skim milk prices (which are the prices we are required to
pay for raw milk that is processed into Class II products such as cottage cheese, creams, creamers, ice cream and
sour cream) for each month are announced by the federal government the immediately preceding month. Some
states have established their own rules for determining minimum prices for raw milk. In addition to the federal or
state minimum prices, we also may pay producer premiums, procurement costs and other related charges that
vary by location and supplier.
Labeling Regulations
We are subject to various labeling requirements with respect to our products at the federal, state and local
levels. At the federal level, the FDA has authority to review product labeling, and the U.S. Federal Trade
Commission (“FTC”) may review labeling and advertising materials,
including online and television
advertisements to determine if advertising materials are misleading. Similarly, many states review dairy product
labels to determine whether they comply with applicable state laws. We believe we are in material compliance
with all labeling laws and regulations applicable to our business.
We are also subject to various state and local consumer protection laws.
Where You Can Get More Information
Our fiscal year ends on December 31. We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information that we file with the Securities and
Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street,
N.E., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by
writing to the Securities and Exchange Commission. Please call the Securities and Exchange Commission at 1-
800-SEC-0330 for further information on the operation of the Public Reference Room.
We file our reports with the Securities and Exchange Commission electronically through the Securities and
Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The Securities
and Exchange Commission maintains an Internet site that contains reports, proxy and information statements and
other information regarding companies that file electronically with the Securities and Exchange Commission
through EDGAR. The address of this Internet site is http://www.sec.gov.
We also make available free of charge through our website at www.deanfoods.com our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon
as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and
Exchange Commission. We are not, however, including the information contained on our website, or information
that may be accessed through links on our website, as part of, or incorporating such information by reference
into, this Form 10-K.
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Our Code of Ethics is applicable to all of our employees and directors. Our Code of Ethics is available on
our corporate website at www.deanfoods.com, together with the Corporate Governance Principles of our Board of
Directors and the charters of all of the Committees of our Board of Directors. Any waivers that we may grant to
our executive officers or directors under the Code of Ethics, and any amendments to our Code of Ethics, will be
posted on our corporate website. If you would like hard copies of any of these documents, or of any of our filings
with the Securities and Exchange Commission, write or call us at:
Dean Foods Company
2711 North Haskell Avenue, Suite 3400
Dallas, Texas 75204
(214) 303-3400
Attention: Investor Relations
Item 1A. Risk Factors
Business, Competitive and Strategic Risks
Our results of operations and financial condition depend heavily on commodity prices and the availability
of raw materials and other inputs; our failure or inability to respond to high or fluctuating input prices could
adversely affect our profitability.
Our results of operations and financial condition depend heavily on the cost and supply of raw materials and
other inputs including conventional raw milk, butterfat, cream and other dairy commodities, many of which are
determined by constantly changing market forces of supply and demand over which we have limited or no
control. Cost increases in raw materials and other inputs could cause our profitability to decrease significantly
compared to prior periods, as we may be unwilling to increase our prices to offset the increased cost of these raw
materials and other inputs.
Class I milk prices have been at or near all-time highs and there can be no assurance that recent price
moderation will continue. Although we generally pass through the cost of dairy commodities to our customers,
we believe demand destruction can occur at certain price levels, and we may be unwilling to pass through the
cost of dairy commodities, which could materially and adversely affect our profitability. Dairy commodity prices
can be affected by adverse weather conditions and natural disasters, such as floods, droughts, frost, earthquakes
and pestilence, which can lower crop and dairy yields and reduce supplies of these ingredients or increase their
prices.
Our profitability also depends on the cost and supply of non-dairy raw materials and other inputs, such as
sweeteners, petroleum-based products, diesel fuel, resin and other non dairy food ingredients.
Our dairy and non-dairy raw materials are generally sourced from third parties, and we are not assured of
continued supply, pricing or sufficient access to raw materials from any of these suppliers. Distribution or
damage to our suppliers manufacturing, transportation or distribution capabilities could impair our ability to
make transport, distribute or sell our products. Other events that adversely affect our suppliers and that are out of
our control could also impair our ability to obtain the raw materials and other inputs that we need in the
quantities and at the prices that we desire. Such events include adverse weather conditions or natural disasters,
government action, or problems with our suppliers’ businesses, finances, labor relations, costs, production,
insurance, reputation and international demand and supply characteristics.
If we are unable to obtain raw materials and other inputs for our products or offset any increased costs for
such raw materials and inputs, our business could be negatively affected.
10
We may not realize anticipated benefits from our accelerated cost reduction efforts.
We have implemented a number of cost reduction initiatives that we believe are necessary to position our
business for future success and growth. In order to mitigate continued volume softness in our business, we
accelerated our cost reduction activities in 2014. In 2014 we completed the last of the plant closures associated
with our accelerated cost reduction activities; an effort that resulted in the closure on 12 plants over and 18
month time frame. We expect to return to more historical levels of network optimization. In January 2015, we
announced the closure of a production facility. Our future success and earnings growth depend upon our ability
to realize the benefit of our cost reduction initiatives and rationalization plans. In addition, certain of our cost
reduction initiatives, such as closing plants, may lead to increased costs in other aspects of our business such as
increased conversion or distribution costs. For example, in connection with our plant closures, our cost of
distribution on a per gallon basis has increased as we have changed distribution routes and transported product
into areas previously serviced by closed plants. If we fail to properly anticipate and mitigate the ancillary cost
increases to our plant closures, we may not realize the benefits of our cost reduction efforts. We must be efficient
in executing our plans to achieve a lower cost structure and operate efficiently in the highly competitive food and
beverage industry, particularly in an environment of increased competitive activity and reduced profitability. To
capitalize on our cost reduction efforts, it will be necessary to carefully evaluate future investments in our
business, and concentrate on those areas with the most potential return on investment. If we are unable to realize
the anticipated benefits from our cost cutting efforts, we could be cost disadvantaged in the marketplace, and our
competitiveness and our profitability could decrease.
Our business is predominantly in the United States fluid dairy industry and as such is susceptible to
adverse events and trends in the fluid dairy industry and in the United States generally.
In January 2013, we completed the disposition of Morningstar, which at the time of the disposition was a
leading manufacturer of dairy and non-dairy extended shelf-life and cultured products, including creams and
creamers, ice cream mixes, whipping cream, aerosol whipped toppings, iced coffee, half and half, value-added
milks, sour cream and cottage cheese. In May 2013, we effected the tax-free spin-off of WhiteWave, our former
branded plant-based foods and beverages, coffee creamers and beverages, and premium dairy products business,
which operated in the United States and Europe. In July 2013, we disposed of our remaining interest in
WhiteWave. As part of a more diversified, international food and beverage company, we were partially insulated
against adverse events and trends in particular product lines and regions. After the dispositions of Morningstar
and WhiteWave, however, our business is predominantly in the United States fluid dairy industry and as such, we
are susceptible to adverse regulations, economic climate, consumer trends, market fluctuations and other adverse
events that are specific to the dairy category and the United States.
The loss of, or a material reduction in, sales volumes purchased by, any of our largest customers could
negatively impact our sales and profits.
Wal-Mart Stores, Inc. and its subsidiaries, including Sam’s Club, accounted for approximately 16% and
19% of our consolidated net sales in 2014 and 2013, respectively, and our top five customers, including Wal-
Mart, collectively accounted for approximately 30% of our consolidated net sales in both 2014 and 2013. During
2013, we entered into an agreement with Wal-Mart relating to a significant portion of our private label business
with Wal-Mart, which Wal-Mart may terminate upon certain conditions. As a result of an RFP, Wal-Mart
transferred a meaningful portion of its business to other suppliers primarily in the first half of 2013, which
resulted in a decline in our fluid milk volumes of approximately 7% during 2013. In addition, we are indirectly
exposed to the financial and business risks of our significant customers because, as their business declines, they
may correspondingly decrease the volumes purchased from us. The loss of, or further declines in sales volumes
purchased by, any of our largest customers could negatively impact our sales and profits, particularly due to our
significant fixed costs and assets, which are difficult to rapidly reduce in response to significant volume declines.
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Price concessions to large-format retailers have negatively impacted, and could continue to negatively
impact, our operating margins and profitability.
Many of our customers, such as supermarkets, warehouse clubs and food distributors, have experienced
industry consolidation in recent years and this consolidation is expected to continue. These consolidations have
produced large, more sophisticated customers with increased buying power, and they increased our dependence
on key large-format retailers and discounters. In addition, some of these customers are vertically integrated and
have re-dedicated key shelf-space currently occupied by our regionally branded products for their private label
products. Additionally, higher levels of price competition and higher resistance to price increases have had a
significant impact on our business. In the past, retailers have at times required price concessions that have
negatively impacted our margins, and continued pressures to make such price concessions could negatively
impact our profitability in the future. If we are not able to lower our cost structure adequately in response to
customer pricing demands, and if we are not able to attract and retain a profitable customer mix and a profitable
product mix, our profitability could continue to be adversely affected.
Volume softness in the dairy category has had a negative impact on our sales and profits.
Industry-wide volume softness across dairy product categories continued in 2014. In particular, the fluid
milk category has experienced declining volumes over the past several years. Decreasing dairy category volume
has increased the impact of declining margins on our business. Periods of declining volumes limit the cost and
price increases that we can seek to recapture. We expect this trend to continue for the foreseeable future, which
could further negatively affect our business. In addition, in recent years, we have experienced a decline in
historical volumes from some of our largest customers, which has negatively impacted our sales and profitability
and which will continue to have a negative impact in the future if we are not able to attract and retain a profitable
customer and product mix.
Our sales and profits have been, and may continue to be, negatively impacted by the outcome of
competitive bidding.
Many of our retail customers have become increasingly price sensitive in the current economic climate,
which has intensified the competitive environment in which we operate. As a result, we have been subject to a
number of competitive bidding situations, both formal and informal, which have materially reduced our sales
volumes and profitability on sales to several customers. We expect this trend of competitive bidding to continue.
During 2013, as a result of an RFP, a significant customer transferred a material portion of its business to other
suppliers, which resulted in a decline in our fluid milk volumes of approximately 7% during 2013. These lost
volumes have had, and are expected to continue to have, a negative effect on our sales and profits in the near
term. Furthermore, we are not able to predict the long-term effects of this volume loss on our financial position,
results of operations or cash flows. In some cases, we have replaced lost volume with lower margin business,
which also negatively impacts our profitability. Additionally, this competitive environment may result in us
serving an increasing number of small format customers, which may raise the costs of production and
distribution, and negatively impact the profitability of our business. If we are unable to structure our business to
appropriately respond to the pricing demands of our customers, we may lose customers to other processors that
are willing to sell product at a lower cost, which could negatively impact our sales and profits.
The continuing industry shift from branded to private label products could impede our growth rate and
profit margin.
We are experiencing a continued shift from branded to private label products. Private label competitors are
generally able to sell their products at lower prices because private label products typically have lower marketing
costs than their branded competitors. In periods of economic weakness, consumers tend to purchase lower-priced
products, including conventional milk, coffee creamers and other private label products, which could reduce
sales of our branded products. The willingness of consumers to purchase our branded products will depend upon
our ability to offer products providing the right consumer benefits at the right price. In addition, in periods of
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severe economic disparity and income inequality, certain of our consumers may purchase lower-priced products
as well as make purchases less frequently. Further trade down to lower priced products could adversely affect our
sales and the profit margin for our branded products.
If our products fail to compete successfully with other branded or private label offerings in the industry,
demand for our products and our sales volumes could be negatively impacted.
If we fail to anticipate and respond to changes in consumer preferences, demand for our products could
decline.
Consumer tastes, preferences and consumption habits evolve over time and are difficult to predict. Demand
for our products depends on our ability to identify and offer products that appeal to these shifting preferences.
Factors that may affect consumer tastes and preferences include:
•
•
•
•
dietary trends and increased attention to nutritional values, such as the sugar, fat, protein or calorie
content of different foods and beverages;
concerns regarding the health effects of specific ingredients and nutrients, such as dairy, sugar and
other sweeteners, vitamins and minerals;
concerns regarding the public health consequences associated with obesity, particularly among young
people; and
increasing awareness of the environmental and social effects of product production.
In recent years, the U.S. dairy industry has experienced overall volume declines. If consumer demand for
our products declines, our sales volumes and our business could be negatively affected.
It is difficult to predict the long-term effects of the recent extended period of record-high commodity
prices on the dairy industry and our business.
Class I milk prices have remained high for an extended period of time, and we cannot predict how long such
pricing will be in effect. It is difficult to predict the impact that such a long period of sustained high prices will
have on consumer demand and preferences for milk and other dairy products. The fluid milk category has
experienced higher than average volume declines in 2014. If and when the Class I milk prices moderate, there
can be no assurance that fluid milk volumes will return to previous levels or that there will not have been a
fundamental change in the purchasing habits of consumers. If we are not able to respond to such changes, our
profitability could be adversely affected.
We may incur liabilities or harm to our reputation, or be forced to recall products, as a result of real or
perceived product quality or other product-related issues.
to liability if our products or operations violate applicable laws or
We sell products for human consumption, which involves a number of risks. Product contamination,
spoilage, other adulteration, misbranding or product tampering could require us to recall products. We also may
be subject
including
environmental, health and safety requirements, or in the event our products cause injury, illness or death. In
addition, our product advertising could make us the target of claims relating to false or deceptive advertising
under U.S. federal and state laws, including the consumer protection statutes of some states, or laws of other
jurisdictions in which we operate. A significant product liability, consumer fraud or other legal judgment against
us or a widespread product recall may negatively impact our profitability. Moreover, claims or liabilities of this
sort might not be covered by insurance or by any rights of indemnity or contribution that we may have against
others. Even if a product liability, consumer fraud or other claim is found to be without merit or is otherwise
unsuccessful, the negative publicity surrounding such assertions regarding our products or processes could
materially and adversely affect our reputation and brand image, particularly in categories that consumers believe
regulations,
13
as having strong health and wellness credentials. In addition, consumer preferences related to genetically
modified foods, animal proteins, or the use of certain sweeteners could result in negative publicity and adversely
affect our reputation. Any loss of consumer confidence in our product ingredients or in the safety and quality of
our products would be difficult and costly to overcome.
Disruption of our supply or distribution chains or transportation systems could adversely affect our
business.
Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire,
environmental incident, terrorism, pandemic, strikes, the financial or operational instability of key suppliers,
distributors, warehousing and transportation providers, or other reasons could impair our ability to manufacture
or distribute our products. If we are unable, or it is not financially feasible, to mitigate the likelihood or potential
impact of such events, our business and results of operations could be negatively affected and additional
resources could be required to restore our supply chain. In addition, we are subject to federal motor carrier
regulations, such as the Federal Motor Carrier Safety Act, with which our extensive DSD system must comply.
Failure to comply with such regulations could result in our inability to deliver product to our customers in a
timely manner, which could adversely affect our reputation and our results.
Failure to maintain sufficient internal production capacity or to enter into co-packing agreements on
terms that are beneficial for us may result in our inability to meet customer demand and/or increase our
operating costs.
The success of our business depends, in part, on maintaining a strong production platform and we rely on
internal production resources and third-party co-packers to fulfill our manufacturing needs. As part of our
ongoing cost reduction efforts, we have closed or announced the closure of a number our plants since late 2012.
It is possible that we may need to increase our reliance on third parties to provide manufacturing and supply
services, commonly referred to as “co-packing” agreements, for a number of our products. In particular, there is
increasing consumer preference for extended shelf life (“ESL”) products in certain categories and, as a result of
the Morningstar divestiture, we are contractually limited in our ability to manufacture ESL products. In such
case, we must rely on our co-packers. A failure by our co-packers to comply with food safety, environmental, or
other laws and regulations may disrupt our supply of products and cause damage to the reputation of our brand. If
we need to enter into additional co-packing agreements in the future, we can provide no assurance that we would
be able to find acceptable third-party providers or enter into agreements on satisfactory terms. Our inability to
establish satisfactory co-packing arrangements could limit our ability to operate our business and could
negatively affect our sales volumes and results of operations. If we cannot maintain sufficient production
capacity, either internally or through third-party agreements, we may be unable to meet customer demand and/or
our manufacturing costs may increase, which could negatively affect our business.
Our business operations could be disrupted if our information technology systems fail to perform
adequately or experience a security breach.
We maintain a large database of confidential information in our information technology systems, including
confidential employee and customer information. The efficient operation of our business depends on our
information technology systems. We rely on our information technology systems to effectively manage our
business data, communications, supply chain, logistics, accounting and other business processes. If we do not
allocate and effectively manage the resources necessary to build and sustain an appropriate technology
environment, our business or financial results could be negatively impacted. In addition, our information
technology systems are vulnerable to damage or interruption from circumstances beyond our control, including
systems failures, viruses, security breaches or cyber incidents such as intentional cyber attacks aimed at theft of
sensitive data or inadvertent cyber-security compromises. A security breach of such information could result in
damage to our reputation, negatively impact our relations with our customers or employees, and expose us to
liability and litigation. Any such damage or interruption could have a material adverse effect on our business.
14
Risks Related to Our Common Stock
Our Board of Directors could change our dividend policy at any time.
In November 2013, our Board of Directors adopted a dividend policy under which we intend to pay
quarterly cash dividends on our common stock. Under this policy, holders of our common stock will receive
dividends when and as declared by our Board of Directors. Pursuant to this policy, we paid quarterly dividends of
$0.07 per share ($0.28 per share annually in 2014). However, we are not required to pay dividends and our
stockholders do not have contractual or other legal rights to receive them. Any determination to pay cash
dividends on our common stock in the future may be affected by business conditions, our views on potential
future capital requirements, the terms of our debt instruments, legal risks, changes in federal income tax law and
challenges to our business model. Furthermore, our Board of Directors may decide at any time, in its discretion,
not to pay a dividend, to decrease the amount of dividends or to change or revoke the dividend policy entirely. If
we do not pay dividends, for whatever reason, shares of our common stock could become less liquid and the
market price of our common stock could decline.
Our stock price has been volatile and may continue to be volatile or may decline regardless of our
operating performance, and you could lose a significant part of your investment.
The market price of our common stock has historically been volatile and in the future may be influenced by
many factors, some of which are beyond our control, including those described in this section and the following:
•
•
•
•
•
•
•
•
•
changes in financial estimates by analysts or our inability to meet those financial estimates;
strategic actions by us or our competitors, such as acquisitions, restructurings, significant contracts,
acquisitions, joint marketing relationships, joint ventures or capital commitments;
variations in our quarterly results of operations and those of our competitors;
general economic and stock market conditions;
changes in conditions or trends in our industry, geographies or customers;
terrorist acts;
perceptions of the investment opportunity associated with our common stock relative to other
investment alternatives;
actual or anticipated growth rates relative to our competitors; and
speculation by the investment community regarding our business.
In addition, the stock markets, including the NYSE, have experienced price and volume fluctuations that
have affected and continue to affect the market prices of equity securities issued by many companies, including
companies in our industry. In the past, some companies that have had volatile market prices for their securities
have been subject to class action or derivative lawsuits. The filing of a lawsuit against us, regardless of the
outcome, could have a negative effect on our business, financial condition and results of operations, as it could
result in substantial legal costs and a diversion of management’s attention and resources.
These market and industry factors may materially reduce the market price of our common stock, regardless
of our operating performance. This volatility may increase the risk that our stockholders will suffer a loss in their
investments or be unable to sell their shares or otherwise liquidate their holdings of our common stock.
15
Capital Markets and General Economic Risks
We may be required to write off or impair capitalized costs or intangible assets in the future or we may
incur restructuring costs or other charges, each of which could negatively impact our consolidated results of
operations or net worth.
In response to anticipated lower sales volumes, competition and other market factors affecting our business,
we have implemented cost reduction and restructuring plans in an effort to reduce the size and cost of our
operations and to better match our resources with our market opportunities. As a result of such actions, we expect
to incur restructuring expenses and other charges which may be material. Several factors could cause a
restructuring to adversely affect our business, financial condition and results of operations. These include
potential disruption of our operations and other aspects of our business. Employee morale and productivity could
also suffer and result in unintended employee attrition. Any restructuring would require substantial management
time and attention and may divert management from other important work. Moreover, we could encounter delays
in executing any restructuring plans, which could cause further disruption and additional unanticipated expense.
As a result of certain changes to our business, including the loss of a portion of a significant customer’s
volume and related plans for consolidating our production network, during the years ended December 31, 2014
and December 31, 2013, we evaluated the impact that we expected these changes to have on our projected future
cash flows. This analysis identified indicators of impairment at certain of our production facilities and therefore
we were required to test the assets at those facilities for recoverability. The results of our analysis indicated
impairments of our property, plant and equipment of approximately $20.8 million and $35.5 million, for the
years ended December 31, 2014 and December 31, 2013, respectively, and are reflected in the impairment of
long lived assets line in our Consolidated Statements of Operations. Additionally, we recorded impairments
related to certain intangible assets of approximately $7.9 million in 2013. Our property, plant and equipment and
intangible assets other than goodwill totaled $1.2 billion and $294.7 million, respectively, as of December 31,
2014.
As of December 31, 2014, we had $86.8 million of goodwill representing approximately 3% of our total
assets. Our goodwill has resulted from acquisitions. We conduct impairment tests annually during the fourth
quarter or on an interim basis if impairment indicators, such as disruptions to the business, unexpected significant
declines in operating performance or sustained market capitalization declines exist. We performed a step one
goodwill impairment test during the fourth quarter of 2014. For purposes of the step one analysis, we estimated
the fair value of our reporting unit using both the income approach that analyzed projected discounted cash flows
and a market approach that considered other comparable companies. Both approaches resulted in fair value
estimates greater than our carrying value. We did not recognize any impairment charges related to goodwill
during 2014. See Note 7 to our Consolidated Financial Statements for further information regarding our goodwill
and intangible assets.
The recent economic decline may adversely impact our business and results of operations.
The dairy industry is sensitive to changes in international, national and local general economic conditions.
The economic decline and income disparity experienced in recent years has had an adverse effect on consumer
spending patterns. High levels of unemployment, high consumer debt levels and other unfavorable economic
factors could further adversely affect consumer demand for products we sell or distribute, which in turn
adversely affects our results of operations. Consumers may not return to historical spending patterns.
The costs of providing employee benefits have escalated, and liabilities under certain plans may be
triggered due to our actions or the actions of others, which may adversely affect our profitability and liquidity.
We sponsor various defined benefit and defined contribution retirement plans, as well as contribute to
various multiemployer plans on behalf of our employees. Changes in interest rates or in the market value of plan
assets could affect the funded status of our pension plans. This could cause volatility in our benefits costs and
16
increase future funding requirements of our plans. Pension and post-retirement 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 annual periodic pension costs. Recent
changes in federal laws require plan sponsors to eliminate, over defined time periods, the underfunded status of
plans that are subject to ERISA rules and regulations. Certain of our defined benefit retirement plans are less than
fully funded. Facility closings may trigger cash payments or previously unrecognized obligations under our
defined benefit retirement plans, and the costs of such liabilities may compromise our ability to accelerate our
cost reduction initiatives on time and within budget. A significant increase in future funding requirements could
have a negative impact on our results of operations, financial condition and cash flows. In addition to potential
changes in funding requirements, the costs of maintaining our pension plans are impacted by various factors
including increases in healthcare costs and legislative changes such as the Patient Protection and Affordable Care
Act and the Health Care Education Reconciliation Act of 2010.
Future funding requirements and related charges associated with multiemployer plans in which we
participate could have a negative impact on our business.
In addition to our company-sponsored pension plans, we participate in certain multiemployer defined
benefit pension plans that are administered by labor unions representing certain of our employees. We make
periodic contributions to these multiemployer pension plans in accordance with the provisions of negotiated
collective bargaining arrangements. Our required contributions to these plans could increase due to a number of
factors, including the funded status of the plans and the level of our ongoing participation in these plans. In
addition, through circumstances are entirely out of our control, the financial condition of other companies which
participate in multiemployer plans may create financial obligations for us. In the event that we decide to
withdraw from participation in one of these multiemployer plans, we could be required to make additional lump-
sum contributions to the relevant plan. These withdrawal liabilities may be significant and could adversely affect
our business and our financial results. Some of the plans in which we participate are reported to have significant
underfunded liabilities, which could increase the amount of any potential withdrawal liability. Future funding
requirements and related charges associated with multiemployer plans in which we participate could have a
negative impact on our results of operations, financial condition and cash flows.
Our existing debt and other financial obligations may restrict our business operations and we may incur
even more debt.
We have substantial debt and other financial obligations and significant unused borrowing capacity. On
December 31, 2014, we had outstanding borrowings of approximately $70 million under our senior secured
credit facility and approximately $235 million under our receivables-backed facility. We had the ability to
borrow up to a combined additional $831 million under our senior secured credit facility and receivables-backed
facility. In addition, we had approximately $611 million aggregate principal amount of senior unsecured notes
outstanding.
We have pledged substantially all of our assets (including the assets of our restricted subsidiaries) to secure
our senior secured credit facility. Our debt and related debt service obligations:
•
Require us to dedicate significant cash flow to the payment of principal and interest on our debt, which
reduces the funds we have available for other purposes;
• May limit our flexibility in planning for or reacting to changes in our business and market conditions or
•
•
•
funding capital expenditures;
Impose on us additional financial and operational restrictions;
Expose us to interest rate risk since a portion of our debt obligations is at variable rates; and
Restrict our ability to fund acquisitions.
17
To the extent that we incur additional indebtedness in the future, these limitations would likely have a
greater impact on our business. Under the senior secured credit facility and the receivables-backed facility, as
amended, we are required to comply with (a) a maximum consolidated net leverage ratio of 5.25x for each fiscal
quarter ending on or prior to December 31, 2014; 5.00x for each fiscal quarter ending on or prior to March 31,
2015; 4.50x for each fiscal quarter ending on or prior to June 30, 2015; and 4.00x for each fiscal quarter ending
thereafter; (b) a senior secured net leverage ratio not to exceed 2.50x; and (c) a minimum consolidated interest
coverage ratio of 3.00x, in each case, as defined under and calculated in accordance with the terms of the
agreements governing our senior secured credit facility and our receivables-backed facility. As of December 31,
2014, our consolidated net leverage ratio was 4.48x, our senior secured net leverage ratio was 1.44x, and our
interest coverage ratio was 3.59x. Failure to comply with the financial covenants, or any other non-financial or
restrictive covenant, could create a default under our senior secured credit facility and under our receivables-
backed facility. Upon a default, our lenders could accelerate the indebtedness under the facilities, foreclose
against their collateral or seek other remedies, which would jeopardize our ability to continue our current
operations. In those circumstances, we would be required to amend our credit facility, refinance all or part of our
existing debt, sell assets, incur additional indebtedness or raise equity. Our ability to make scheduled payments
on our debt and other financial obligations and comply with financial covenants depends on our financial and
operating performance, which in turn, is subject to various factors such as prevailing economic conditions and to
financial, business and other factors, some of which are beyond our control.
See “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources — Current Debt Obligations” below for more information.
Changes in our credit ratings may have a negative impact on our future financing costs or the availability
of capital.
Some of our debt is rated by Standard & Poor’s, Moody’s Investors Service and Fitch Ratings, and there are
a number of factors beyond our control with respect to these ratings. Our credit ratings are currently considered
to be below “investment grade.” Although the interest rate on our existing credit facilities is not affected by
changes in our credit ratings, such ratings or any further rating downgrades may impair our ability to raise
additional capital in the future on terms that are acceptable to us, if at all, may cause the value of our securities to
decline and may have other negative implications with respect to our business. Ratings reflect only the views of
the ratings agency issuing the rating, are not recommendations to buy, sell or hold our securities and may be
subject to revision or withdrawal at any time by the ratings agency issuing the rating. Each rating should be
evaluated independently of any other rating.
Legal and Regulatory Risks
Pending antitrust lawsuits may have a material adverse impact on our business.
We are the subject of two antitrust lawsuits, the outcomes of which we are unable to predict. Increased
scrutiny of the dairy industry has resulted, and may continue to result, in litigation against us. Such lawsuits are
expensive to defend, divert management’s attention and may result in significant judgments. In some cases, these
awards would be trebled by statute and successful plaintiffs might be entitled to an award of attorney’s fees.
Depending on its size, such a judgment could materially and adversely affect our results of operations, cash flows
and financial condition and impair our ability to continue operations. We may not be able to pay such judgment
or to post a bond for an appeal, given our financial condition and our available cash resources. In addition,
depending on its size, failure to pay such a judgment or failure to post an appeal bond could cause us to breach
certain provisions of our credit facilities. In either of these circumstances, we may seek a waiver of or
amendment to the terms of our credit facilities, but we may not be able to obtain such a waiver or amendment.
Failure to obtain such a waiver or amendment would materially and adversely affect our results of operations,
cash flows and financial condition and could impair our ability to continue operations.
18
Moreover, these actions could expose us to negative publicity, which might adversely affect our brands,
reputation and/or customer preference for our products. In addition, merger and acquisition activities are subject
to these antitrust and competition laws, which have impacted, and may continue to impact, our ability to pursue
strategic transactions. For more detail regarding these matters, please see “Part I — Item 3. Legal Proceedings.”
Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on
our reputation.
We are party to various litigation claims and legal proceedings. We evaluate these litigation claims and legal
proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential
losses. Based on these assessments and estimates, we establish reserves and/or disclose the relevant litigation
claims or legal proceedings, as appropriate. These assessments and estimates are based on the information
available to management at the time and involve a significant amount of management judgment. Actual
outcomes or losses may differ materially from our current assessments and estimates.
Labor disputes could adversely affect us.
As of December 31, 2014, approximately 38% of our employees participated in collective bargaining
agreements. Our collective bargaining agreements are scheduled to expire at various times over the next 5 years.
At any given time, we may face a number of union organizing drives. When we negotiate collective bargaining
agreements or terms, we and the union may disagree on important issues which, in turn, could possibly lead to a
strike, work slowdown or other job actions at one or more of our locations. In the event of a strike, work
slowdown or other labor unrest, or if we are unable to negotiate labor contracts on reasonable terms, our ability
to supply our products to customers could be impaired, which could result in reduced revenue and customer
claims, and may distract our management from focusing on our business and strategic priorities. In addition, our
ability to make short-term adjustments to control compensation and benefits costs or otherwise to adapt to
changing business requirements may be limited by the terms of our collective bargaining agreements.
Our business is subject to various environmental and health and safety laws and regulations, which may
increase our compliance costs or subject us to liabilities.
Our business operations are subject to numerous requirements in the United States relating to the protection
of the environment and health and safety matters, including the Clean Air Act, the Clean Water Act, the
Comprehensive Environmental Response and the Compensation and Liability Act of 1980, as amended, as well
as similar state and local statutes and regulations in the United States. These laws and regulations govern, among
other things, air emissions and the discharge of wastewater and other pollutants, the use of refrigerants, the
handling and disposal of hazardous materials, and the cleanup of contamination in the environment. The costs of
complying with these laws and regulations may be significant, particularly relating to wastewater and ammonia
treatment which are capital intensive. Additionally, we could incur significant costs, including fines, penalties
and other sanctions, cleanup costs and third-party claims for property damage or personal injury as a result of the
failure to comply with, or liabilities under, environmental, health and safety requirements. New legislation, as
well as current federal and other state regulatory initiatives relating to these environmental matters, could require
us to replace equipment, install additional pollution controls, purchase various emission allowances or curtail
operations. These costs could negatively affect our results of operations and financial condition.
Changes in laws, regulations and accounting standards could have an adverse effect on our
financial results.
We are subject to federal, state and local governmental laws and regulations, including those promulgated
by the U.S. Food and Drug Administration (“FDA”), the U.S. Department of Agriculture, Environmental
Protection Agency, Federal Trade Commission, Department of Transportation, Department of Labor,
the
Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and
19
numerous related regulations promulgated by the Securities and Exchange Commission and the Financial
Accounting Standards Board. Changes in federal, state or local laws, or the interpretations of such laws and
regulations, may negatively impact our financial results or our ability to market our products. Any or all of these
risks could adversely impact our financial results.
Violations of laws or regulations related to the food industry, as well as new laws or regulations or
changes to existing laws or regulations related to the food industry, could adversely affect our business.
The food production and marketing industry is subject to a variety of federal, state and local laws and
regulations, including food safety requirements related to the ingredients, manufacture, processing, storage,
marketing, advertising, labeling and distribution of our products, as well as those related to worker health and
workplace safety. Our activities are subject to extensive regulation. We are regulated by, among other federal and
state authorities, the FDA, the FTC, and the U.S. Departments of Agriculture, Commerce and Labor. Potential
revisions to federal dietary guidelines and FDA proposals to redesign the Nutrition Facts label may negatively
impact our business. Governmental regulations also affect taxes and levies, healthcare costs, energy usage,
immigration and other labor issues, all of which may have a direct or indirect effect on our business or those of
our customers or suppliers.
The U.S. farm bill, the primary tool regulating federal dairy policy, was reauthorized by the U.S. Congress
in January 2014 and was signed into law by President Obama in February 2014. The enactment of the new farm
bill may result in changes to the dairy industry that we cannot control and that may have a negative effect on our
business.
In addition, our volumes may be impacted by the level of government spending that supports grocery
purchases because such amounts may impact the level of consumer spending on fluid dairy products. As a
meaningful portion of Supplemental Nutrition Assistance Program (“SNAP”) benefits are spent in the dairy
category, we are cautious about the impact that any change or reduction in these benefits could have on consumer
spending in the dairy category. Any reduction or change in SNAP benefits or if other government spending
programs, such as the Special Supplemental Nutrition Program for Women, Infants, and Children (WIC), are
suspended or expire, then it could have an adverse impact upon our volumes and our results of operations.
In addition, the marketing and advertising of our products could make us the target of claims relating to
alleged false or deceptive advertising under federal and state laws and regulations, and we may be subject to
initiatives that limit or prohibit the marketing and advertising of our products to children. Changes in these laws
or regulations or the introduction of new laws or regulations could increase our compliance costs, increase other
costs of doing business for us, our customers or our suppliers, or restrict our actions, which could adversely
affect our results of operations. In some cases, increased regulatory scrutiny could interrupt distribution of our
products, as could be the case in the United States as the FDA enacts regulation pursuant to the Food Safety
Modernization Act of 2011, or force changes in our production processes and our products. Further, if we are
found to be in violation of applicable laws and regulations in these areas, we could be subject to civil remedies,
including fines, injunctions or recalls, as well as potential criminal sanctions, any of which could have a material
adverse effect on our business.
Risks Related to the Sale of Morningstar Foods and the Tax-Free Separation of WhiteWave
We may be unable to achieve some or all of the benefits that we expect to achieve from the Morningstar
sale and the WhiteWave separation transactions.
Having completed the separation of Morningstar and WhiteWave businesses during 2013, we believe that
we will be able to better focus our financial and operational resources on the fluid milk business, streamline our
infrastructure to focus on our core strengths and maintain an appropriate capital structure. If we fail to achieve
some or all of the benefits that we expect to achieve as a smaller, more focused company, or do not achieve them
in the timeframe we expect, our business, financial condition and results of operations could be materially and
adversely affected.
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The WhiteWave separation transactions could result in significant tax liability to us.
In 2013, we received a private letter ruling from the IRS to the effect that, subject to certain conditions, the
WhiteWave spin-off and our subsequent disposition of our remaining interests in WhiteWave, would be tax-free
to us and our stockholders. In addition, we received an opinion from our outside tax advisors on certain items in
connection with the WhiteWave transactions not addressed in the private letter ruling. This tax opinion, however,
is not binding on the IRS, and we may not be able to rely on the IRS private letter ruling if the factual
representations or assumptions in the ruling request are determined to be untrue or incomplete in any material
respect. If the IRS were to determine that the WhiteWave spin-off and subsequent disposition of our remaining
ownership interest in WhiteWave do not qualify for tax-free treatment, then we and our stockholders would be
subject to tax in connection with such transactions. It is expected that the amount of any such taxes to us and our
stockholders would be substantial.
The tax rules applicable to a tax-free spin-off may restrict us from engaging in certain corporate
transactions or from raising equity capital in certain instances.
Current U.S. federal income tax law creates a presumption that the spin-off of WhiteWave would be taxable
to us, but not our stockholders, if such spin-off is part of a “plan or series of related transactions” pursuant to
which one or more persons acquire directly or indirectly stock representing a 50% or greater interest (by vote or
value) in us or WhiteWave. These rules may limit our ability during certain specified periods following the
WhiteWave spin-off to enter into certain transactions that may be advantageous to us and our stockholders,
particularly issuing equity securities to satisfy financing needs, repurchasing equity securities, disposing of
certain assets, engaging in mergers and acquisitions, and, under certain circumstances, acquiring businesses or
assets with equity securities or agreeing to be acquired. In addition, under the tax matters agreement that we
entered into with WhiteWave in connection with the WhiteWave IPO, we are prohibited from taking certain
actions that may limit our ability to pursue certain strategic transactions that involve the issuance or acquisition
of our stock or engage in new businesses or other transactions that might increase the value of our business. This
restriction may also limit our ability to raise significant amounts of cash through the issuance of stock, especially
if our stock price were to suffer substantial declines, or through the sale of certain of our assets.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
Our corporate headquarters are located in leased premises at 2711 North Haskell Avenue, Suite 3400,
Dallas, TX 75204. In addition, we operate more than 68 manufacturing facilities. We believe that our facilities
are well maintained and are generally suitable and of sufficient capacity to support our current business
operations and that the loss of any single facility would not have a material adverse effect on our operations or
financial results. The following tables set forth, by business segment, our principal manufacturing facilities.
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We currently conduct our manufacturing operations within the following facilities, most of which are
owned:
Homewood, Alabama(2)
Buena Park, California
City of Industry, California(2)
Hayward, California
Englewood, Colorado
Greeley, Colorado
Deland, Florida
Miami, Florida
Orlando, Florida
Braselton, Georgia
Hilo, Hawaii
Honolulu, Hawaii
Boise, Idaho
Belvidere, Illinois
Harvard, Illinois
Huntley, Illinois
O’Fallon, Illinois
Rockford, Illinois
Decatur, Indiana
Huntington, Indiana
Rochester, Indiana
LeMars, Iowa
Louisville, Kentucky
New Orleans, Louisiana
Franklin, Massachusetts
Lynn, Massachusetts
Grand Rapids, Michigan
Livonia, Michigan
Marquette, Michigan
Thief River Falls, Minnesota
Woodbury, Minnesota
Billings, Montana
Great Falls, Montana
North Las Vegas, Nevada
Reno, Nevada
Florence, New Jersey
Albuquerque, New Mexico
Rensselaer, New York
High Point, North Carolina
Winston-Salem, North Carolina
Bismarck, North Dakota
Tulsa, Oklahoma
Marietta, Ohio
Springfield, Ohio
Toledo, Ohio
Erie, Pennsylvania
Lansdale, Pennsylvania
Lebanon, Pennsylvania
Schuylkill Haven, Pennsylvania
Sharpsville, Pennsylvania
Spartanburg, South Carolina
Sioux Falls, South Dakota
Athens, Tennessee
Nashville, Tennessee(2)
Dallas, Texas
El Paso, Texas
Houston, Texas
Lubbock, Texas
McKinney, Texas
San Antonio, Texas
Orem, Utah
Salt Lake City, Utah
Richmond, Virginia
Ashwaubenon, Wisconsin
Sheboygan, Wisconsin(*)
(*) The closure of this facility was announced in January 2015.
The majority of our manufacturing facilities also serve as distribution facilities. In addition, we have
numerous distribution branches located across the country, some of which are owned but most of which are
leased.
Item 3.
Legal Proceedings
Tennessee Retailer and Indirect Purchaser Actions
A putative class action antitrust complaint (the “retailer action”) was filed on August 9, 2007 in the United
States District Court for the Eastern District of Tennessee. Plaintiffs allege generally that we, either acting alone
or in conjunction with others in the milk industry who are also defendants in the retailer action, 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 wholesale prices for direct milk
purchasers. Defendants’ motion for summary judgment in the retailer action was granted in part and denied in
part in August 2010. Defendants filed a motion for reconsideration, and renewed their request for summary
judgment in September 2010. In March 2012, the Court granted summary judgment in favor of defendants as to
all remaining counts and entered judgment in favor of all defendants, including the Company. Plaintiffs appealed
the court’s decision in April 2012. In January 2014, the appeals court reversed the judgment for the defendants,
including the Company, on one of the original five counts in the Tennessee retailer action. In February 2014, the
Company requested that the Sixth Circuit Court of Appeals consider its decision en banc; the Sixth Circuit
declined to do so. The Sixth Circuit returned the case to the trial court for further proceedings. The Company
filed a petition to the U.S. Supreme Court for review of the case on August 1, 2014. The Supreme Court denied
the petition on November 17, 2014. The trial court has not yet issued a schedule for further proceedings.
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On June 29, 2009, another putative class action lawsuit was filed in the Eastern District of Tennessee,
Greeneville Division, on behalf of indirect purchasers of processed fluid Grade A milk (the “indirect purchaser
action”). The allegations in this complaint are similar to those in the retailer action, but primarily involve state
law claims. Because the allegations in the indirect purchaser action substantially overlap with the allegations in
the retailer action, the Court granted the parties’ joint motion to stay all proceedings in the indirect purchaser
action pending the outcome of the summary judgment motions in the retailer action. On August 16, 2012, the
indirect purchaser plaintiffs voluntarily dismissed their lawsuit. On January 17, 2013, these same plaintiffs filed a
new lawsuit in the Eastern District of Tennessee, Greeneville Division, on behalf of a putative class of indirect
purchasers of processed fluid Grade A milk (the “2013 indirect purchaser action”). The allegations are similar to
those in the voluntarily dismissed indirect purchaser action, but involve only claims arising under Tennessee law.
The Company filed a motion to dismiss on April 30, 2013. On June 14, 2013, the indirect purchaser plaintiffs
responded to the Company’s motion to dismiss and filed an amended complaint. On July 1, 2013, the Company
filed a motion to dismiss the amended complaint. On September 11, 2014, the Court granted in part and denied in
part the motion to dismiss. The Court granted the motion to dismiss the non-Tennessee plaintiffs’ claims. The
Company filed its answer to the surviving claims on October 15, 2014. The parties have jointly proposed that
further proceedings in this case be deferred until after the Court rules on additional summary judgment and class
certification issues in the Tennessee retailer action.
At this time, it is not possible for us to predict the ultimate outcome of these matters. In addition to the
pending legal proceedings set forth above, we are party from time to time to certain claims, litigations, audits and
investigations. Potential liabilities associated with these other matters are not expected to have a material adverse
impact on our financial position, results of operations or cash flows.
Item 4. Mine Safety Disclosure
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock trades on the New York Stock Exchange under the symbol “DF.” The following table
sets forth the high and low closing sales prices of our common stock as quoted on the New York Stock Exchange
for the last two fiscal years. The prices as of 2013 presented below have been adjusted retroactively to reflect the
impact on our stock price of the WhiteWave spin-off, which was completed on May 23, 2013, and the 1-for-2
reverse stock split effected on August 26, 2013.
At February 12, 2015, there were 2,274 record holders of our common stock.
2013:
First Quarter
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014:
First Quarter
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
High
Low
16.91
21.18
22.70
19.85
17.64
18.00
17.59
19.40
13.78
15.50
18.62
16.64
13.84
14.37
13.12
12.65
In November 2013, we announced that our Board of Directors had adopted a cash dividend policy. Under
the policy, holders of our common stock will receive dividends when and as declared by our Board of Directors.
Pursuant to the policy, we paid quarterly dividends of $0.07 per share ($0.28 per share annually) totaling
approximately $6.5 million each, were paid in March, June, September and December of 2014. Our cash
dividend policy is subject to modification, suspension or cancellation at any time.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Liquidity and Capital Resources — Current Debt Obligations” and Note 10 to our Consolidated Financial
Statements for further information regarding the terms of our senior secured credit facility, including terms
restricting the payment of dividends.
Stock Repurchases — Since 1998, our Board of Directors has from time to time authorized the repurchase
of our common stock up to an aggregate of $2.3 billion, excluding fees and expenses. In November 2013, our
Board of Directors approved an increase in our total share repurchase authorization to approximately $2.38
billion, resulting in remaining availability for repurchases of approximately $300 million (excluding fees and
commissions). We made no share repurchases during the year ended December 31, 2013. During the year ended
December 31, 2014 we repurchased 1,727,275 shares for $25 million. As of December 31, 2014, $275 million
was available for repurchases under this program (excluding fees and commissions). Our management is
authorized to purchase shares from time to time through open market transactions at prevailing prices or in
privately negotiated transactions, subject to market conditions and other factors. Shares, when repurchased, are
retired. We will continue to evaluate opportunities for share repurchases in a strategic manner as a mechanism for
generating additional shareholder value.
24
The following table presents information with respect to purchases of common stock of the Company made
during the year ended December 31, 2014 (in thousands, except per share data):
Period
January 1, 2014 through
Total number of
shares (or units)
purchased (1)
Average price
paid per share
(or unit)
Total number of
shares (or units)
purchased as
part of publicly
announced plans
or programs (2)
Maximum
number (or
approximate
dollar value) of
shares (or units)
that may yet be
purchased under
the plans or
programs
January 31, 2014 . . . . . . . . . . .
—
February 1, 2014 through
February 28, 2014 . . . . . . . . . .
March 1, 2014 through
March 31, 2014 . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . .
1,493
234
1,727
$ —
14.39
14.85
$14.45
—
1,493
234
1,727
$300,000
278,519
275,034
$275,034
1. Our management is authorized to purchase shares from time to time through open market transactions at
prevailing prices or in privately negotiated transactions, subject to market conditions and other factors.
2. On November 12, 2013, we announced that our Board of Directors had approved an increase in our
available share repurchase authority to a current level of $300 million, excluding fees and commissions.
For information relating to securities authorized for issuance under our equity compensation plans, see
“Part III – Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters” of this Form 10-K.
25
Item 6. Selected Financial Data
The following selected financial data as of and for each of the five years in the period ended December 31,
2014 has been derived from our audited Consolidated Financial Statements. The operating results and certain
other directly attributable expenses, including interest expense, related to the sale of Morningstar, which occurred
on January 3, 2013, and WhiteWave, the spin-off of which was completed on May 23, 2013, are reflected as
discontinued operations in the table below for all periods presented. The selected financial data does not purport
to indicate results of operations as of any future date or for any future period. The selected financial data should
be read in conjunction with our Consolidated Financial Statements and the related Notes thereto.
Operating data:
Year Ended December 31
2014
2013
2012
2011
2010
(Dollars in thousands, except share data)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,503,196 $ 9,016,321 $ 9,274,662 $ 9,715,747 $ 9,093,973
6,948,159
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,179,403
7,829,733
7,161,734
7,618,313
Gross profit(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses:
Selling and distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Facility closing and reorganization costs . . . . . . . . . . . . . . . . . . . . . .
Litigation settlements(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of goodwill and other long-lived assets(3) . . . . . . . . . . .
Other operating (income) loss(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,673,463
1,854,587
2,095,259
2,097,434
2,145,814
1,355,053
288,744
2,889
4,460
(2,521)
20,820
(4,535)
1,337,745
310,453
3,669
27,008
(1,019)
43,441
2,494
1,419,531
412,957
3,758
55,787
—
—
(57,459)
1,456,021
473,802
4,997
45,688
131,300
2,075,836
(13,785)
1,417,736
486,797
5,784
30,761
30,000
—
—
Total operating costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . .
1,664,910
1,723,791
1,834,574
4,173,859
1,971,078
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (income) expense:
Interest expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early retirement of debt (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of WhiteWave common stock(7) . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income, net
Total other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before income taxes . . . . . . . . .
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations, net of tax(8) . . . . . . . . . . . . .
Gain (loss) on sale of discontinued operations, net of tax . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (income) loss attributable to non-controlling interest in
8,553
130,796
260,685
(2,076,425)
174,736
61,019
1,437
—
(1,620)
60,836
(52,283)
(32,096)
(20,187)
(652)
543
(20,296)
200,558
63,387
(415,783)
(400)
(152,238)
283,034
(42,325)
325,359
2,803
491,195
819,357
150,589
—
—
(1,664)
148,925
111,760
87,945
23,815
139,279
(2,053)
177,449
—
—
(2,037)
175,412
(2,251,837)
(523,555)
(1,728,282)
132,495
3,616
161,041
(1,592,171)
177,431
—
—
(148)
177,283
(2,547)
17,825
(20,372)
95,607
7,521
82,756
discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(6,179)
(2,419)
16,550
8,735
Net income (loss) attributable to Dean Foods Company . . . . . . . . . . . . $
(20,296) $
813,178 $
158,622 $ (1,575,621) $
91,491
Basic earnings (loss) per common share (9):
Income (loss) from continuing operations attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.22)
—
3.47
5.20
0.26
1.46
(18.85)
(0.22)
1.67
Net income (loss) attributable to Dean Foods Company . . . . . . . . . . $
(0.22) $
8.67 $
1.72 $
(17.18) $
Diluted earnings (loss) per common share(9):
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
(0.22)
—
3.43
5.15
0.26
1.44
(18.85)
1.67
Net income (loss) attributable to Dean Foods Company . . . . . . . . . . $
(0.22) $
8.58 $
1.70 $
(17.18) $
1.23
1.01
(0.22)
1.23
1.01
Average common shares(9):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93,916,656
93,785,611
92,375,378
91,694,110
90,899,653
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93,916,656
94,796,236
93,065,912
91,694,110
90,899,653
Other data:
Ratio of earnings to fixed charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deficiency in the coverage of earnings to fixed charges(10) . . . . . . . . . $
0.48x
— $
2.17x
— $
1.56x
—
— $ (2,030,351) $
0.98x
—
Balance sheet data (at end of period):
Total assets(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,769,636 $ 2,802,045 $ 5,697,583 $ 5,755,167 $ 7,941,418
3,625,751
Long-term debt(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
290,234
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-controlling interest(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,543
1,499,525
Dean Foods Company stockholders’ equity (deficit)(13) . . . . . . . . . . . .
3,287,487
402,323
4,747
(103,398)
2,322,243
357,313
102,441
357,187
897,262
273,314
—
714,315
917,179
276,318
—
627,318
26
(1) As disclosed in Note 1 to our Consolidated Financial Statements, 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.
(2) Results for 2014 and 2013 include reductions in a litigation settlement liability due to plaintiff class “opt
outs”. Results for 2011 and 2010 include charges of $131.3 million and $30.0 million, respectively, related
to antitrust class action settlements. See Note 19 to our Consolidated Financial Statements.
(3) Results for 2014 include non-cash impairment charges of $20.8 million related to plant, property and
equipment at certain of our production facilities. Results for 2013 include non-cash impairment charges of
$35.5 million related to plant, property and equipment at certain of our production facilities and $7.9 million
related to certain finite and indefinite-lived intangible assets. Results for 2011 include a non-cash goodwill
impairment of $2.1 billion. See Notes 7 and 17 to our Consolidated Financial Statements for further
information regarding our impairment charges.
(4) Results for 2014 and 2013 include the final settlement of certain liabilities associated with the prior
disposition of a manufacturing facility and the final disposal of assets associated with the closure of one of
our manufacturing facilities. Results for 2012 include a $58.0 million pre-tax gain on the sale of our interest
in Consolidated Container Company. See Note 4 to our Consolidated Financial Statements. Results for 2011
include a net pre-tax gain of $13.8 million related to the divestiture of certain operations.
(6)
(5) Results for 2013 include a charge of $6.8 million related to the write-off of deferred financing costs as a
result of the termination of our prior senior secured credit facility and the repayment of all related
indebtedness. Results for 2012 include a charge of $3.5 million for the write-off of deferred financing costs
as a result of the early retirement of our then-outstanding 2014 Tranche A and Tranche B term loan
borrowings. Results for 2010 include charges totaling $12.3 million in financing costs associated with the
amendments of our senior secured credit facility on June 30, 2010 and December 9, 2010. See Note 10 to
the Consolidated Financial Statements for additional information regarding our debt repayments.
In December 2014, we completed the redemption of our remaining outstanding Senior Notes due 2018. We
redeemed the entire $24 million outstanding principal amount of the Notes at a redemption price equal to
104.875% of the principal amount of the notes redeemed, plus accrued and unpaid interest, or approximately
$26.1 million in total. As a result of the redemption, we recorded a $1.4 million pre-tax loss on early
extinguishment of debt in the fourth quarter of 2014, which consisted of debt tender premiums of $1.2
million and a write-off of unamortized debt issue costs of $0.2 million. During the fourth quarter of 2013,
we successfully completed a cash tender offer for $400 million aggregate principal amount of our Senior
Notes due 2018 and our Senior Notes due 2016. We purchased $376.2 million of the Senior Notes due 2018,
for a call premium of approximately $54 million and $23.8 million of the Senior Notes due 2016 for a call
premium of approximately $3 million. As a result of the tender offer, we recorded a $63.3 million pre-tax
loss on early extinguishment of debt, which consisted of debt tender premiums of $57.2 million, a write-off
of unamortized debt issue costs of $5.5 million, and other direct costs associated with the tender offer of
$0.6 million.
In July 2013, we disposed of our remaining investment in WhiteWave common stock through a debt-for-
equity exchange described more fully in Note 2 to our Consolidated Financial Statements. As a result of the
disposition, we recorded a tax-free gain in continuing operations of $415.8 million in the third quarter of
2013.
Income from discontinued operations for each of the five years shown in the table above includes the
operating results and certain other directly attributable expenses, including interest expense, related to the
disposition of Morningstar, which was sold on January 3, 2013 and our former WhiteWave segment, the
spin-off of which was completed on May 23, 2013. See Note 3 to our Consolidated Financial Statements for
further information regarding our discontinued operations.
(7)
(8)
(9) Basic and diluted earnings (loss) per common share and average basic and diluted shares outstanding for the
years ended December 31, 2012, 2011 and 2010 have been adjusted retroactively to reflect a 1-for-2 reverse
stock split effected August 26, 2013.
(10) The 2011 computation resulted in a deficiency in the coverage of earnings to fixed charges of $2.0 billion,
due in large part to the goodwill impairment charge related to our Fresh Dairy Direct reporting unit. For
27
purposes of calculating the ratio of earnings to fixed charges, “earnings” represents income (loss) before
income taxes plus fixed charges. “Fixed charges” consist of interest on all debt, amortization of deferred
financing costs and the portion of rental expense that we believe is representative of the interest component
of rent expense.
(11) Includes the current portion of long-term debt.
(12) Upon completion of the WhiteWave IPO on October 31, 2012, we owned an 86.7% economic interest in
WhiteWave. The sale was accounted for as an equity transaction in accordance with ASC 810 and no gain
or loss was recognized as we retained the controlling financial interest. The WhiteWave IPO increased our
equity attributable to non-controlling interest by $98.1 million in 2012 which represented the carrying value
of the non-controlling interest. Upon completion of the WhiteWave spin-off, we ceased to own a controlling
financial interest in WhiteWave, and WhiteWave’s results of operations were reclassified as discontinued
operations for all periods presented herein. See Note 2 to our Consolidated Financial Statements.
(13) In connection with the WhiteWave spin-off, which was completed on May 23, 2013, we recorded a $617.1
million reduction to additional paid-in-capital. The distribution was recorded through additional paid-in-
capital rather than through retained earnings, as we were in an accumulated deficit position at the time of the
WhiteWave spin-off. See Note 2 to our Consolidated Financial Statements for further information regarding
the WhiteWave spin-off.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
We are a leading food and beverage company and the largest processor and direct-to-store distributor of
fluid milk and other dairy and dairy case products in the United States, with a vision to be the most admired and
trusted provider of wholesome, great-tasting dairy products at every occasion. We manufacture, market and
distribute a wide variety of branded and private label dairy case products, including fluid milk, ice cream, juice,
tea, cultured dairy products, creamers,
ice cream mix and other dairy products to retailers, distributors,
foodservice outlets, educational institutions and governmental entities across the United States. Our consolidated
net sales totaled $9.5 billion in 2014. Due to the perishable nature of our products, we deliver the majority of our
products directly to customer locations in refrigerated trucks or trailers that we own or lease. We believe that we
have one of the most extensive refrigerated DSD systems in the United States. We sell our products primarily on
a local or regional basis through our local and regional sales forces, although some national customer
relationships are coordinated by a centralized corporate sales department.
Our Reportable Segment
We have aligned our leadership team, operating strategy, and sales, logistics and supply chain initiatives
into a single operating and reportable segment. We completed the WhiteWave spin-off on May 23, 2013, and the
sale of Morningstar closed on January 3, 2013. As a result, WhiteWave and Morningstar operating results are
presented as discontinued operations for all periods presented and all intersegment sales between WhiteWave,
Morningstar and us, previously recorded as intersegment sales and eliminated in consolidation, are now third-
party sales that, along with their related costs, are no longer eliminated in consolidation. In addition, we
combined the results of our business operations and the corporate items previously categorized as “Corporate and
Other” into a single reportable segment as further described below. See Notes 2 and 3 to our Consolidated
Financial Statements, respectively, for further information regarding the Morningstar sale, WhiteWave spin-off
and our discontinued operations.
Unless stated otherwise, any reference to income statement items in these financial statements refers to
results from continuing operations.
We have several competitors in each of our major product and geographic markets. Competition between
dairy processors for shelf-space with retailers is based primarily on price, service, quality and the expected or
historical sales performance of the product compared to its competitors’ products. In some cases we pay fees to
28
customers for shelf-space. Competition for consumer sales is based on a variety of factors such as brand
recognition, price, taste preference and quality. Dairy products also compete with many other beverages and
nutritional products for consumer sales.
The fluid milk category enjoys a number of attractive attributes. Specifically, fluid milk is a nutritious
product that is found in over 90% of U.S. homes. As a result, fluid milk is a very large category, with more than
$20 billion of annual sales. This category’s size and pervasiveness, plus the limited shelf life of the product,
make it an important category for retailers and consumers, as well as a large long-term opportunity for the best
positioned dairy processors. However, the dairy industry is not without some well documented challenges. It is a
mature industry that has traditionally been characterized by slow to flat growth and low profit margins.
According to the U.S. Department of Agriculture, per capita consumption of fluid milk continues to decline. Due
in part to the current economic climate, which continues to be challenging for broad segments of the population,
and historically high raw milk prices, the fluid milk category has posted declining volumes over the last several
years, with recent category declines exceeding the historical trajectory of the category.
The fluid milk industry remains highly competitive. Fluid milk category volumes remained soft, and overall
category volume declines have continued beyond the historical trajectory of the category. Our volumes were
impacted by the loss of a portion of our private label business with a significant customer in 2013. The lost
volumes were primarily related to low-margin, private label fluid milk business and were the result of the
renegotiation of certain regional supply arrangements that, going forward, will be subject to renewal over various
time frames. Our total volumes declined 4% in 2014 compared to the prior year. In terms of our branded versus
private-label mix, since the third quarter of 2013, when raw milk prices began their steady and steep climb, our
brand mix has sequentially declined every quarter. During the fourth quarter of 2014, our branded to private label
mix, based on volume, averaged just under 35.5%.
We accelerated our ongoing cost reduction efforts to help offset the volume deleverage associated with the
loss of a portion of our private label business with a significant customer in 2013 and the impact of the
historically high dairy commodity environment. We believe the market continues to be difficult with several
factors beyond our control continuing to impact our earnings progression. The fluid milk category continues to
show weakness with declining industry volumes. Soft volumes, coupled with ongoing historically high raw milk
cost inflation and compressed margins over milk, negate some of the impact of our cost reduction efforts and
make it harder to deliver those cost savings to the bottom line. We do not believe that the record high raw milk
prices in 2014 will be the normalized trend for the longer-term trajectory. We expect domestic raw milk costs to
significantly decline in the first quarter of 2015, but we believe the dairy commodity environment continues to be
volatile and unpredictable in the mid-term. Industry volumes remain soft and we expect our volumes to decline in
the low to mid single digits during the first quarter of 2015 as compared to the prior year, but with a continued
improvement in net price realization. We expect to continue to drive improved efficiency and capability across
the organization with a view toward positioning ourselves for long-term success. Additionally, we will evaluate
and consider strategic acquisitions and we continue to seek out opportunities for innovation to grow our business
and drive financial performance.
Recent Developments
See “Part I — Item 1. Business — Developments Since January 1, 2014” for further information regarding
recent developments that have impacted our financial condition and results of operations.
Matters Affecting Comparability
Our discussion of our financial condition and results of operations for the years ended December 31, 2014,
2013 and 2012 will be affected by the matters summarized below.
We completed the WhiteWave spin-off on May 23, 2013, and the sale of Morningstar on January 3, 2013.
As a result, WhiteWave and Morningstar operating results are presented as discontinued operations and all
29
intersegment sales between WhiteWave, Morningstar and us, previously recorded as intersegment sales and
eliminated in consolidation, are now third-party sales that, along with their related costs, are no longer eliminated
in consolidation. Our former reportable segments have not historically included an allocation of the expense
related to share-based compensation or the costs related to previously shared services such as audit services,
corporate development, human resources, strategy, tax or treasury. However, beginning in the first quarter of
2013, we combined the results of our business operations and the corporate items previously categorized as
“Corporate and Other” into a single reportable segment, as all of our corporate activities now directly support our
ongoing dairy business. This change reflects the manner in which our Chief Executive Officer determines
strategy and investment plans for our business given the changes to our operating structure as a result of the
WhiteWave spin-off and the Morningstar sale. All operating results herein have been recast to present results on
a comparable basis. These changes had no impact on consolidated net sales and operating income.
Results of Operations
Our key performance indicators are volume performance, brand mix and achieving low cost, which are
reflected in net sales, gross profit and operating income, respectively. We evaluate our financial performance
based on sales and operating profit or loss before gains and losses on the sale of businesses, facility closing and
reorganization costs, asset impairment charges, litigation settlements and other nonrecurring gains and losses.
The following table presents certain information concerning our financial results,
including information
presented as a percentage of net sales.
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$9,503.2
7,829.7
100.0% $9,016.3
7,161.7
82.4
100.0% $9,274.7
7,179.4
79.4
100.0%
77.4
Year Ended December 31
2014
2013
2012
Dollars
Percent
Dollars
Percent
Dollars
Percent
(Dollars in millions)
Gross profit(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses:
Selling and distribution . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . .
Amortization of intangibles . . . . . . . . . . . . . . . .
Facility closing and reorganization costs . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Litigation settlement
Impairment of goodwill and other long-lived
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating (income) loss . . . . . . . . . . . . . .
1,673.5
17.6
1,854.6
20.6
2,095.3
22.6
1,355.1
288.7
14.3
3.0
2.9 —
4.5 —
(2.5) —
1,337.7
310.5
14.8
3.5
3.7 —
0.3
27.0
(1.0) —
1,419.5
413.0
15.3
4.5
3.8 —
0.6
55.8
—
—
20.8
0.2
(4.5) —
43.4
0.5
2.5 —
—
(57.5)
—
(0.6)
Total operating costs and expenses . . . . . .
1,665.0
17.5
1,723.8
19.1
1,834.6
19.8
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8.5
0.1% $ 130.8
1.5% $ 260.7
2.8%
(1) As disclosed in Note 1 to our Consolidated Financial Statements, 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.
30
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Net Sales — The change in net sales was due to the following:
Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing and product mix changes . . . . . . . . . . . . . . . . . . . .
Year Ended
December 31,
2014 vs. 2013
(In millions)
$(321.0)
807.9
Total increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 486.9
Net sales — Net sales increased $486.9 million, or 5.4%, during the year ended December 31, 2014 versus
the year ended December 31, 2013 primarily due to increased pricing as a result of the pass-through of higher
dairy commodity costs. On average, during the year ended December 31, 2014,
the Class I price was
approximately 24% above prior-year levels. At these unprecedented commodity levels, although our pricing
pass-through mechanisms are highly efficient, we have been unwilling to increase our branded product prices
commensurate with the higher cost of raw milk, which in turn has negatively impacted our net sales.
Commodity-driven sales increases were partially offset by a decrease in fluid milk volumes, which accounted for
approximately 79% of our total sales volume. Our fluid milk volume declines were driven by increasing softness
in the fluid milk category, particularly impacting our branded portfolio, as well as the loss of a portion of our
private label business with a significant customer.
We generally increase or decrease the prices of our 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
subject to the terms of sales agreements with respect to the means and/or timing of price increases. This can have
a negative impact on our 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 2014
compared to 2013:
Year Ended December 31*
2014
2013
% Change
Class I mover(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class I raw skim milk mover(1)(2) . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Class I butterfat mover(2)(3)
Class II raw skim milk minimum(1)(4) . . . . . . . . . . . . . . . .
Class II butterfat minimum(3)(4) . . . . . . . . . . . . . . . . . . . . .
$23.29
15.57
2.36
15.53
2.39
$18.84
13.50
1.66
14.07
1.67
23.6%
15.3%
42.2%
10.4%
43.1%
*
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 producer premiums and a location differential. Class II prices noted in the table are federal
minimum prices, applicable at all locations. Our actual cost also includes procurement costs and other
related charges that vary by location and supplier. Please see “Part I — Item 1. Business — Government
Regulation — Milk Industry Regulation” and “— Known Trends and Uncertainties — Prices of
Conventional 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. Cost of sales increased
9.3% during the year ended December 31, 2014 in comparison to the year ended December 31, 2013. The
31
increase in cost of sales year over year was primarily attributable to increased dairy commodity costs. The Class I
raw milk price was approximately 24% above prior-year levels. The increase was partially offset by lower sales
volumes and our cost and efficiency initiatives.
Gross Profit — Gross profit percentage decreased to 17.6% in 2014 as compared to 20.6% in 2013. The
decline was significantly impacted by the record-high dairy commodity costs environment. We believe at these
unprecedented commodity levels, although our pricing pass-through mechanisms are highly efficient, particularly
for our branded products, we have been unwilling to increase our branded product prices commensurate with the
higher cost of raw milk, which in turn has negatively impacted our gross profit. In addition, despite the full
impact of the lost volumes discussed above and the associated accelerated facility closure activity during 2014
and 2013, production cost declines lagged the decline in sales volumes, resulting in higher per unit costs and
lower overall gross profit.
Operating Costs and Expenses — Our operating expenses decreased $58.8 million, or 3.4%, during the year
ended December 31, 2014 in comparison to the year ended December 31, 2013. Significant changes to operating
costs and expenses include the following:
•
•
•
•
•
General and administrative costs decreased by $21.8 million primarily due to lower personnel-related
costs, including share-based and incentive compensation, as a result of operational performance that
was below our targets and headount reductions.
Facility closing and reorganization costs decreased $22.5 million. See Note 17 to our Consolidated
Financial Statements.
Impairment of long-lived assets decreased $22.6 million. See Note 17 to our Consolidated Financial
Statements.
Selling and distribution costs increased $17.3 million primarily due to cost inefficiencies related to
plant closure activity and higher personnel-related costs related to employee benefits, partially offset by
the impact of lower sales volumes.
Other operating income increased by $7.0 million, which is primarily attributable to income related to
the final settlement of certain liabilities associated with the prior disposition and closure of
manufacturing facilities in 2014.
Other (Income) Expense — Significant changes to other (income) expense during the year ended
December 31, 2014 as compared to the year ended December 31, 2013 include the following:
•
•
Excluding the $63.4 million of non-cash interest expense related to $650 million notional amount of
interest rate swaps that we novated to WhiteWave and the $28.1 million charge recorded as a result of
the January 3, 2013 termination of $1 billion notional amount of interest rate swaps, both of which
were recorded during the year ended December 31, 2013 and are described more fully in Note 11 to our
Consolidated Financial Statements, interest expense decreased $48.0 million during the year ended
December 31, 2014 from the year ended December 31, 2013. This decrease is primarily the result of
the tender offer on a portion of our higher coupon Senior Notes due 2018 and 2016 completed during
the fourth quarter of 2013. See Note 10 to our Consolidated Financial Statements for further
information regarding our debt repayments.
As described more fully in Note 2 to our Consolidated Financial Statements, during the year ended
December 31, 2013, we recorded a tax-free gain of $415.8 million related to the disposition of our
investment in WhiteWave common stock, which was completed on July 25, 2013.
Income Taxes — Income tax benefit was recorded at an effective rate of 61.4% for 2014 compared to a
(14.9)% effective tax rate in 2013. Generally, our effective tax rate varies primarily based on our profitability
level and the relative earnings of our business units. In 2014, our effective tax rate was also impacted by
settlements of various taxing authority examinations and several state tax law changes. Excluding these items,
32
our effective tax benefit rate for the year ended December 31, 2014 was 36.4%. Excluding the 2013 tax-free gain
on the disposition of our investment in WhiteWave common stock as described above and in Note 2 to our
Consolidated Financial Statements, our effective tax benefit rate for the year ended December 31, 2013 was
31.9%.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Net Sales — The change in net sales was due to the following:
Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing and product mix changes . . . . . . . . . . . . . . . . . . . .
Year Ended
December 31,
2013 vs. 2012
(In millions)
$(554.5)
296.1
Total decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(258.4)
Net sales — Net sales decreased $258.4 million, or 2.8%, during 2013 versus 2012 primarily due to a
decrease in fluid milk volumes, which accounted for approximately 73% of our total sales volume. These volume
declines were due primarily to the loss of a portion of private label fluid milk business from a significant
customer and another customer’s decision to vertically integrate late last year, combined with general category
weakness. These volume decreases were partially offset by increased pricing as a result of the pass-through of
higher dairy commodity costs. On average, during 2013, the Class I price was approximately 8% above prior-
year levels.
We generally increase or decrease the prices of our 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
subject to the terms of sales agreements with respect to the means and/or timing of price increases. This can have
a negative impact on our 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 2013
compared to 2012:
Year Ended December 31*
2013
2012
% Change
Class I mover(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class I raw skim milk mover(1)(2) . . . . . . . . . . . . . . . . . . . .
Class I butterfat mover(2)(3)
. . . . . . . . . . . . . . . . . . . . . . . .
Class II raw skim milk minimum(1)(4) . . . . . . . . . . . . . . . .
Class II butterfat minimum(3)(4) . . . . . . . . . . . . . . . . . . . . .
$18.84
13.50
1.66
14.07
1.67
$17.46
11.82
1.73
10.97
1.73
7.9%
14.2
(4.0)
28.3
(3.5)
*
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 producer premiums and a location differential. Class II prices noted in the table are federal
minimum prices, applicable at all locations. Our actual cost also includes procurement costs and other
related charges that vary by location and supplier. Please see “Part I — Item 1. Business — Government
Regulation — Milk Industry Regulation” and “— Known Trends and Uncertainties — Prices of
Conventional 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.
33
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. Cost of sales decreased
by 0.2% during the year ended December 31, 2013 in comparison to the year ended December 31, 2012. The
modest decrease in cost of sales year over year was primarily attributable to the lost volumes discussed above,
which were largely offset by higher raw milk costs as discussed above.
Gross Profit — Gross profit percentage decreased to 20.6% in 2013 as compared to 22.6% in 2012, as the
lost volumes discussed above transitioned out of our network at a pace ahead of our ability to remove fixed costs.
With the full impact of the lost volumes and the associated accelerated facility closure activity realized during the
second half of the year, production cost declines lagged the decline in volumes, resulting in higher per-unit costs
and lower overall gross profit. We believe these increased per-unit production costs are temporary and will
stabilize as we move past this period of accelerated plant closure activity.
Operating Costs and Expenses — Our operating expenses decreased $110.8 million, or 6.0%, during the
year ended December 31, 2013 in comparison to the year ended December 31, 2012. Significant changes to
operating costs and expenses include the following:
•
•
•
•
•
lower personnel-related costs,
Selling and distribution costs decreased $81.8 million primarily due to decreased fuel and freight costs,
which were driven by lower volume;
including share-based and
incentive compensation, as a result of headcount reductions and operational performance that was
below our targets; lower repairs and maintenance expenses; and other cost savings initiatives. In the
though our accelerated facility closure activity drives production efficiencies, our
near
distribution costs are negatively impacted by increased miles driven as products are shipped back into
the areas surrounding the closed facilities. We expect to realize the full incremental cost savings in
distribution expense once the transition of volumes associated with our accelerated cost reduction
efforts is complete.
term,
General and administrative costs decreased by $102.5 million primarily due to lower personnel-related
costs, including share-based and incentive compensation, as a result of headcount reductions during the
first half of 2013 as well as operational performance that was below our targets.
Facility closing and reorganization costs decreased $28.8 million. See Note 17 to our Consolidated
Financial Statements.
Impairment of long-lived assets increased $43.4 million. See Note 17 to our Consolidated Financial
Statements.
Other operating income decreased by $60.0 million, which is primarily attributable to the $58.0 million
gain recorded on the sale of our interest in Consolidated Container Company (“CCC”) during 2013 in
comparison to other expense of $2.5 million recorded during 2013.
Other (Income) Expense — Significant changes to other (income) expense during the year ended
December 31, 2013 as compared to the year ended December 31, 2012 include the following:
•
•
Excluding the $63.4 million of non-cash interest expense related to $650 million notional amount of
interest rate swaps that we novated to WhiteWave in October 2012 and the $28.1 million charge
recorded as a result of the January 3, 2013 termination of $1 billion notional amount of interest rate
swaps, both of which are described more fully in Note 11 to our Consolidated Financial Statements,
interest expense decreased by $41.5 million in 2013 from $150.6 million reported in 2012. This
decrease is primarily due to significantly lower average debt balances as a result of the repayments of
our prior credit facility with proceeds from the Morningstar sale and the WhiteWave IPO. See Note 10
to our Consolidated Financial Statements for further information regarding our debt repayments and
the tender offer.
As described more fully in Note 2 to our Consolidated Financial Statements, during the year ended
December 31, 2013, we recorded a one-time, tax-free gain of $415.8 million related to the disposition
of our investment in WhiteWave common stock, which was completed on July 25, 2013.
34
Income Taxes — Income tax benefit was recorded at an effective rate of 14.9% for 2013 compared to a
78.7% effective tax expense rate in 2012. Generally, our effective tax rate varies primarily based on our
profitability level and the relative earnings of our business units. Additionally, our effective tax rates were
impacted by the tax-free gain on the disposition of our investment in WhiteWave common stock in 2013 as
described above and in Note 2 to our Consolidated Financial Statements and by the sale of our interest in CCC in
2012 as described above and in Note 4 to our Consolidated Financial Statements. Excluding these items, our
effective tax benefit rate for the year ended December 31, 2013 was 31.9% and our effective tax expense rate for
the year ended December 31, 2012 was 39.5%.
Liquidity and Capital Resources
Overview
We believe that our cash on hand coupled with future cash flows from operations and other available
sources of liquidity, including our $750 million senior secured revolving credit facility and our $550 million
receivables-backed facility, together will provide sufficient liquidity to allow us to meet our cash requirements in
the next twelve months. Our anticipated uses of cash include capital expenditures; working capital; pension
contributions; financial obligations and certain other costs that may be necessary to execute our cost reduction
initiatives. On an ongoing basis, we will evaluate and consider strategic acquisitions, divestitures, joint ventures,
or other transactions to create shareholder value and enhance financial performance. As discussed below, we
have also instituted a regular quarterly cash dividend policy and begun repurchasing shares of our common stock
opportunistically. Additionally, from time to time, we may repurchase our outstanding debt obligations in the
open market or in privately negotiated transactions. Such transactions may require cash expenditures or generate
proceeds.
As of December 31, 2014, $10.6 million of our total cash on hand of $16.4 million was attributable to our
foreign operations. Although we may, from time to time, evaluate strategies and alternatives with respect to the
cash attributable to our foreign operations, we currently anticipate that this cash will remain in that foreign
jurisdiction and it therefore would not be available for immediate use; however, we believe that our existing
sources of liquidity, as described more fully below, will enable us to meet our cash requirements in the next
twelve months.
At December 31, 2014, we had $917.2 million of outstanding debt obligations. We had total cash on hand of
$16.4 million and an additional $830.9 million of combined available future borrowing capacity under our senior
secured credit facility and receivables-backed facility, subject to compliance with the covenants in our credit
agreements. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to
operate our business. However, we may, from time to time, raise additional funds through borrowings or public
or private sales of debt or equity securities. The amount, nature and timing of any borrowings or sales of debt or
equity securities will depend on our operating performance and other circumstances; our then-current
commitments and obligations; the amount, nature and timing of our capital requirements; any limitations
imposed by our current credit arrangements; and overall market conditions.
Strategic Activities Impacting Liquidity in 2014
Adoption of Cash Dividend Policy — In November 2013, we announced that our Board of Directors had
adopted a cash dividend policy. Under the policy, holders of our common stock will receive dividends when and
as declared by our Board of Directors. Pursuant to the policy, paid quarterly dividends of $0.07 per share ($0.28
per share annually). Quarterly dividends of $0.07 per share, totaling approximately $6.5 million each, were paid
in March, June, September and December of 2014. Our cash dividend policy is subject to modification,
suspension or cancellation at any time.
Redemption of Dean Foods Company Senior Notes due 2018 — In December 2014, we completed the
redemption of our remaining outstanding Senior Notes due 2018. We redeemed the entire $24 million
outstanding principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of
35
the notes redeemed, plus accrued and unpaid interest, or approximately $26.1 million in total. As a result of the
redemption, we recorded a $1.4 million pre-tax loss on early extinguishment of debt in the fourth quarter of
2014, which consisted of debt redemption premiums of $1.2 million and a write-off of unamortized debt issue
costs of $0.2 million. The redemption was financed with borrowings under our senior secured credit facility.
Stock Repurchases — Since 1998, our Board of Directors has from time to time authorized the repurchase
of our common stock up to an aggregate of $2.3 billion, excluding fees and expenses. In November 2013, our
Board of Directors approved an increase in our total share repurchase authorization to approximately $2.38
billion, resulting in remaining availability for repurchases of approximately $300 million (excluding fees and
commissions). During the year ended December 31, 2014, we repurchased 1,727,275 shares for a total of $25
million. As of December 31, 2014, $275 million was available for repurchases under this program (excluding
fees and commissions). Our management is authorized to purchase shares from time to time through open market
transactions at prevailing prices or in privately negotiated transactions, subject to market conditions and other
factors. Shares, when repurchased, are retired. We will continue to evaluate opportunities for share repurchases
in a strategic manner as a mechanism for generating additional shareholder value.
Historical Cash Flow
The following table summarizes our cash flows from operating, investing and financing activities:
Net cash flows from continuing operations:
Operating activities . . . . . . . . . . . . . . . . . . .
Investing activities . . . . . . . . . . . . . . . . . . . .
Financing activities . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and
Year Ended December 31
2014
2013
Change
(In thousands)
$ 152,946
(121,792)
(29,888)
—
$ (330,727)
(165,223)
(877,942)
1,365,996
$
483,673
43,431
848,054
(1,365,996)
cash equivalents . . . . . . . . . . . . . . . . . . . . . . . .
(1,666)
1
(1,667)
Net decrease in cash and cash equivalents . . . . .
$
(400)
$
(7,895)
$
7,495
The Consolidated Statements of Cash Flows for the year ended December 31, 2013, includes amounts
related to discontinued operations, which are primarily related to net proceeds of approximately $1.4 billion
received from the sale of Morningstar, completed on January 3, 2013 and the spin-off of WhiteWave, completed
on May 23, 2013, both of which have been reclassified as discontinued operations for all periods presented. See
Note 3 to our Consolidated Financial Statements for additional
information regarding our discontinued
operations.
Operating Activities
Net cash provided by operating activities was $152.9 million for the year ended December 31, 2014
compared to net cash used in operating activities of $330.7 million for the year ended December 31, 2013. Cash
flow used in continuing operations during the year ended December 31, 2013 was significantly impacted by the
following:
•
•
•
•
Payments of approximately $418 million related to our cash tax obligation on the sale of Morningstar;
Payment of approximately $21 million related to certain tax obligations which were recognized upon
completion of the WhiteWave spin-off;
Payment of $28 million related to the termination of our remaining interest rate hedges in January
2013, which is described more fully in Note 11 to our Consolidated Financial Statements; and
Decrease of $132 million in accounts payable and accrued expenses driven by the payout of our 2012
incentive plans.
36
Net cash provided by continuing operations during the year ended December 31, 2014 was impacted by the
significant decline in income (loss) from continuing operations versus the prior year.
Investing Activities
Net cash used in investing activities decreased by $43.4 million during the year ended December 31, 2014 in
comparison to the year ended December 31, 2013. Cash flows from investing activities during 2014 were
positively impacted by proceeds from the sale of fixed assets of $27.6 million compared to proceeds of $9.9
million in 2013. Additionally, capital expenditures were $25.7 million lower during 2014 in comparison to 2013.
Financing Activities
Net cash used in financing activities decreased $848.1 million in the year ended December 31, 2014 in
comparison to the year-ago period. The change is primarily driven by net proceeds from debt borrowings of
$17.6 million in 2014 compared to net debt repayments of $839.9 million in 2013. See Note 10 to our
Consolidated Financial Statements for further information regarding our debt repayments. These declines were
partially offset by $26.2 million of dividend payments and $25.0 million of share repurchases during 2014. See
Note 12 for further information regarding our 2014 dividend payments and share repurchases.
Current Debt Obligations
Senior Secured Credit Facility — In July 2013, we executed a credit agreement pursuant to which the
lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million.
The credit agreement was amended in June 2014 and further amended in August 2014. Under the agreement, as
amended, we have the right to request an increase of the aggregate commitment under the credit facility by, and
to request incremental term loans or increased revolver commitments of, up to $500 million without the consent
of any lenders not participating in such increase, subject to specified conditions. The proceeds of the credit
facility will be used to finance our working capital needs and for general corporate purposes of us and our
subsidiaries. The senior secured credit facility is available for the issuance of up to $200 million of letters of
credit and up to $150 million of swing line loans. The facility will terminate on July 2, 2018.
Loans outstanding under the new senior secured credit facility bear interest, at our election, at either the
Adjusted LIBO Rate (as defined in the credit agreement) plus a margin of between 1.25% and 2.75% (2.75% as
of December 31, 2014) based on the leverage ratio (as defined in the credit agreement), or the Alternate Base
Rate (as defined in the credit agreement) plus a margin of between 0.25% and 1.75% (1.75% as of December 31,
2014) based on the leverage ratio. We are permitted to make optional prepayments of the loans, in whole or in
part, without premium or penalty (other than applicable LIBOR breakage costs). Subject to certain exceptions
and conditions described in the credit agreement, we are obligated to prepay the credit facility, but without a
corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty and
insurance proceeds.
The senior secured credit facility is guaranteed by our existing and future domestic material restricted
subsidiaries (as defined in the credit agreement), which are substantially all of our wholly-owned U.S.
subsidiaries other than our receivables securitization subsidiaries. The facility is secured by a first priority
perfected security interest in substantially all of the personal property of us and our guarantors, whether
consisting of tangible or intangible property, including a pledge of, and a perfected security interest in, (i) all of
the shares of capital stock of the guarantors and (ii) 65% of our or any guarantor’s first-tier foreign subsidiaries
which are material restricted subsidiaries, in each case subject to certain exceptions as set forth in the credit
agreement. The collateral does not include any real property, the capital stock and any assets of any unrestricted
subsidiary, or any capital stock of any direct or indirect subsidiary of our wholly-owned subsidiary Dean Holding
Company (“Legacy Dean”) which owns any real property.
37
Under the senior secured credit facility, as amended, we are required to comply with (a) a maximum
consolidated net leverage ratio of 5.25x for each fiscal quarter ending on or prior to December 31, 2014; 5.00x
for each fiscal quarter ending on or prior to March 31, 2015; 4.50x for each fiscal quarter ending on or prior to
June 30, 2015; and 4.00x for each fiscal quarter ending thereafter; (b) a senior secured net leverage ratio not to
exceed 2.50x; and (c) a minimum consolidated interest coverage ratio of 3.00x, in each case, as defined under
and calculated in accordance with the terms of the agreements governing our senior secured credit facility and
our receivables-backed facility.
The credit agreement governing the senior secured credit facility contains customary representations,
warranties and covenants, including but not limited to specified restrictions on indebtedness, liens, guarantee
obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment
of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale
and leaseback transactions, as well as the financial covenants described below. The credit agreement also
contains customary events of default and related cure provisions. There are no restrictions on the payment of
dividends when our leverage ratio is below 3.25x on a pro forma basis.
We incurred approximately $6 million of fees in connection with the execution of the senior secured credit
facility, which we capitalized during the third quarter of 2013 and will be amortized to interest expense over the
five-year term of the facility. Additionally, in connection with the amendment entered into in August 2014, the
Company paid certain consent and arrangement fees of approximately $1.0 million to lenders and other fees,
which were capitalized and will be amortized to interest expense over the remaining term of the facility.
At December 31, 2014, there were outstanding borrowings of $70.3 million under the senior secured
revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the
year ended December 31, 2014 was $52.1 million. There were no letters of credit issued under the senior secured
revolving credit facility as of December 31, 2014.
As of February 12, 2015, there were outstanding borrowings of $20.7 million under our senior secured
credit facility and no outstanding letters of credit, resulting in borrowing availability of $729.3 million under our
senior secured revolving credit facility.
Dean Foods Receivables-Backed Facility — In addition to our senior secured credit facility, we also have a
$550 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts
receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the
receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The
assets and liabilities of these two entities are fully reflected in our Consolidated Balance Sheets, and the
securitization is treated as a borrowing for accounting purposes. The receivables-backed facility is available for
the issuance of letters of credit of up to $300 million.
In June 2014, the receivables-backed facility was modified to, among other things, increase the amount
available for the issuance of letters of credit from $300 million to $350 million and to extend the liquidity
termination date from March 2015 to June 2017. The receivables-backed facility was further amended in August
2014 to be consistent with the amended financial covenants under the credit agreement governing the senior
secured credit facility.
Based on the monthly borrowing base formula, we had the ability to borrow up to $550 million of the total
commitment amount under the receivables-backed facility as of December 31, 2014. The total amount of
receivables sold to these entities as of December 31, 2014 was $685.5 million. During the year ended
December 31, 2014 we borrowed $2.7 billion and subsequently repaid $2.6 billion under the facility with a
remaining drawn balance of $235.0 million as of December 31, 2014. Excluding letters of credit in the aggregate
amount of $163.8 million, the remaining available borrowing capacity was $151.2 million at December 31, 2014.
Our average daily balance under this facility during the year ended December 31, 2014 was $249.6 million. The
receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBOR
rates plus an applicable margin.
38
Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we
entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the
amount of $80 million, representing the approximate subsequent payments due under the terms of the settlement
agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four
installment payments. We made installment payments in June of 2014 and 2013. As of December 31, 2014, the
letter of credit has been reduced to $37.7 million
As of February 12, 2015, we had outstanding borrowings of $175.0 million under the receivables-backed
facility, excluding letters of credit in the aggregate amount of $163.8 million that were issued but undrawn.
We are currently in compliance with all covenants under our credit agreements.
Redemption of Dean Foods Company Senior Notes due 2018 — In December 2014, we completed the
redemption of our remaining outstanding Senior Notes due 2018. We redeemed the entire $24 million
outstanding principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of
the notes redeemed, plus accrued and unpaid interest, or approximately $26.1 million in total. As a result of the
redemption, we recorded a $1.4 million pre-tax loss on early extinguishment of debt in the fourth quarter of
2014, which consisted of debt redemption premiums of $1.2 million and a write-off of unamortized debt issue
costs of $0.2 million. The redemption was financed with borrowings under our senior secured credit facility.
Senior Notes — Other indebtedness outstanding at December 31, 2014, included $475.8 million aggregate
principal amount outstanding under our Senior Notes due 2016 and $142 million aggregate principal amount
outstanding under Legacy Dean’s Senior Notes due 2017.
With regard to our overall capital structure, during the first half of 2015, subject to market conditions and
the receipt of appropriate approvals, we intend to optimize our liquidity and strengthen our financial position by
opportunistically refinancing, or otherwise addressing, certain of our existing long-term debt, including our 7.0%
senior notes due June 2016. We have initiated discussions with a number of our lenders with respect to the key
terms and structure of new liquidity facilities, which may include providing additional collateral to lenders under
our revolving credit facility. We would look to extend maturities on both our revolving and receivables facilities
and also better align our covenants structure with our long-term strategic and operational goals. The specific
timing, structure, and terms of such refinancing transactions have not yet been finalized. In addition, there is no
guarantee that we will be able to refinance the facilities on the expected terms or at all.
Contractual Obligations and Other Long-Term Liabilities
In the normal course of business, we enter into contracts and commitments that obligate us to make
payments in the future. The table below summarizes our obligations for indebtedness, purchase, lease and other
contractual obligations at December 31, 2014.
Total
2015
2016
2017
2018
2019
Thereafter
Payments Due by Period
(in millions)
Senior secured credit facility . . . . . . . . . .
Receivables-backed facility . . . . . . . . . . .
Dean Foods Company senior notes(1) . . .
Subsidiary senior notes(1) . . . . . . . . . . . .
. . . . . . . . . . . . . .
Purchase obligations(2)
Leases(3) . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest payments (4) . . . . . . . . . . . . . . . .
Benefit payments(5) . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
Litigation settlement(6)
$
70.3
235.0
476.2
142.0
1,450.7
288.1
112.6
384.8
38.2
$ — $ — $ — $ 70.3
—
—
—
146.5
42.1
2.6
22.2
—
—
476.2
—
228.0
59.3
37.8
21.1
19.1
—
—
—
849.8
80.0
54.5
20.8
19.1
235.0
—
142.0
146.5
47.5
17.7
21.7
—
$ — $ —
—
—
—
—
27.0
—
276.4
—
—
—
—
79.9
32.2
—
22.6
—
Total(7) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,197.9
$1,024.2
$841.5
$610.4
$283.7
$134.7
$303.4
39
(1) Represents face amount.
(2) Primarily represents commitments to purchase minimum quantities of raw materials used in our production
processes, including raw milk, diesel fuel, sugar and cocoa powder. We enter into these contracts from time
to time to ensure a sufficient supply of raw ingredients.
(3) Represents future minimum lease payments under non-cancelable operating leases related to our distribution
fleet, corporate offices and certain of our manufacturing and distribution facilities and future payments
under capital leases related to certain of our manufacturing and distribution facilities. See Note 19 to our
Consolidated Financial Statements for more detail about our lease obligations.
Includes fixed rate interest obligations and interest on variable rate debt based on the rates in effect at
December 31, 2014. Interest that may be due in the future on variable rate borrowings under the senior
secured credit facility and receivables-backed facility will vary based on the interest rate in effect at the time
and the borrowings outstanding at the time.
(4)
(5) Represents expected future benefit obligations of $345.8 million and $39.1 million related to our company-
sponsored pension plans and postretirement healthcare plans, respectively. In addition to our company-
sponsored plans, we participate in certain multiemployer defined benefit plans. The cost of these plans is
equal to the annual required contributions determined in accordance with the provisions of negotiated
collective bargaining arrangements. These costs were approximately $28.9 million, $29.1 million and $27.0
million during the years ended December 31, 2014, 2013 and 2012, respectively; however, the future cost of
the multiemployer plans is dependent upon a number of factors, including the funded status of the plans, the
ability of other participating companies to meet ongoing funding obligations, and the level of our ongoing
participation in these plans. Because the amount of future contributions we would be contractually obligated
to make pursuant to these plans cannot be reasonably estimated, such amounts have been excluded from the
table above. See Note 15 to our Consolidated Financial Statements.
(6) Represents future payments pursuant to an approved agreement to settle all claims in the previously
disclosed Tennessee dairy farmer actions.
(7) The table above excludes our liability for uncertain tax positions of $26.5 million because the timing of any
related cash payments cannot be reasonably estimated.
Pension and Other Postretirement Benefit Obligations
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. 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 annual periodic pension costs. In
2014 and 2013, we made contributions of $14.3 million and $11.5 million respectively, to our defined benefit
pension plans.
Our pension plan assets are primarily comprised 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. In accordance with Accounting Standards related to “Employers’ Accounting for Pensions,” changes in
obligations associated with these factors may not be immediately recognized as pension costs on the income
statement, but generally are recognized in future years over the remaining average service period of plan
participants. As such, significant portions of pension costs recorded in any period may not reflect the actual level
of cash benefits provided to plan participants. In 2014 and 2013, we recorded non-cash pension expense of $4.7
million and $10.4 million, respectively, all of which was attributable to periodic expense.
40
Almost 90% of our defined benefit plan obligations are frozen as to future participation or increases in
projected benefit obligation. Many of these obligations were acquired in prior strategic transactions. As an
alternative to defined benefit plans, we offer defined contribution plans for eligible employees.
The weighted average discount rate reflects the rate at which our defined benefit plan obligations could be
effectively settled. The rate, which is updated annually with the assistance of an independent actuary, uses a
model that reflects a bond yield curve. The weighted average discount rate for our pension plan obligations was
decreased from 4.90% at December 31, 2013 to 4.08% at December 31, 2014. We expect that our net periodic
benefit cost in 2015 will be higher than in 2014, primarily due to an increase in the service and amortization cost
components resulting from the decrease in discount rate and increased mortality assumptions which will further
increase the amortization of the loss component.
Substantially all of our qualified pension plans are consolidated into one master trust. Our investment
objectives are to minimize the volatility of the value of our pension assets relative to our pension liabilities and to
ensure assets are sufficient to pay plan benefits. In 2014, we adopted a broad pension de-risking strategy intended
to align the characteristics of our assets relative to our liabilities. The strategy targets investments depending on
the funded status of the obligation. We anticipate this strategy will continue in future years and will be dependent
upon market conditions and plan characteristics.
At December 31, 2014, our master trust was invested as follows: investments in equity securities were at
50%; investments in fixed income were at 49%; cash equivalents were at 1% and other investments were less
than 1%. We believe the allocation of our master trust investments as of December 31, 2014 is generally
consistent with the targets set forth by the Investment Committee.
See Notes 15 and 16 to our Consolidated Financial Statements for additional information regarding
retirement plans and other postretirement benefits.
Other Commitments and Contingencies
On December 21, 2001, in connection with our acquisition of Legacy Dean, we purchased Dairy Farmers of
America’s (“DFA”) 33.8% interest in our operations. In connection with that transaction, we issued a contingent,
subordinated promissory note to DFA in the original principal amount of $40 million. The promissory note has 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 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 related 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. We have not terminated, and
we have not materially breached, any of our milk supply agreements with DFA related to the promissory note.
We have previously terminated unrelated supply agreements with respect to several plants that were supplied by
DFA. In connection with our goals of accelerated cost control and increased supply chain efficiency, we continue
to evaluate our sources of raw milk supply.
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 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.
See Note 19 to our Consolidated Financial Statements for more information about our commitments and
contingent obligations.
41
Future Capital Requirements
During 2015, we intend to invest a total of approximately $150 million in capital expenditures, primarily for
our existing manufacturing facilities and distribution capabilities as we continue to right-size our production
network and increase asset efficiency. We expect cash interest to be approximately $58 million to $60 million
based upon current debt levels and projected forward interest rates under our senior secured credit facility. Cash
interest excludes amortization of deferred financing fees and bond discounts of approximately $6 million and
imputed interest of approximately $1 million related to the Tennessee dairy farmer litigation settlement.
At December 31, 2014, $151.2 million was available under the receivables-backed facility, with $679.7
million also available under the senior secured revolving credit facility, subject to compliance with the covenants
in our credit agreements. Availability under the receivables-backed facility is calculated using the current
receivables balance for the seller entities, less adjustments for vendor concentration limits, reserve requirements
and other adjustments as described in our amended and restated receivables purchase agreement, not to exceed
the total commitment amount less current borrowings and outstanding letters of credit. Availability under the
senior secured revolving credit facility is calculated using the total commitment amount less current borrowings
and outstanding letters of credit. At February 12, 2015, approximately $925.3 million, subject to compliance with
the covenants in our credit agreements, was available to finance working capital and for other general corporate
purposes under our credit facilities.
Known Trends and Uncertainties
Prices of Conventional Raw Milk and Other Inputs
Conventional Raw Milk and Butterfat — The primary raw materials used in the products we manufacture,
distribute and sell are conventional milk (which contains both raw milk and butterfat) and bulk cream. On a
monthly basis, the federal government and certain state governments set minimum prices for raw milk. 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 can sometimes differ
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 Grade AA butter price on the Chicago Mercantile
Exchange.
In general, we change the prices charged for Class I dairy products on a monthly basis, as the costs of raw
materials, packaging, fuel and other materials fluctuate. Prices for certain 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 change 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. Furthermore, at the unprecedented commodity price levels during
2014, although our pricing pass-through mechanisms are highly efficient, we have been unwilling to increase our
branded product prices commensurate with the higher cost of raw milk.Additionally, in some cases, primarily
with respect to diesel fuel and other non-dairy inputs, we are subject to the terms of sales agreements with respect
to the implementation of price changes. This can have a negative impact on our profitability and can cause
volatility in our earnings.
Fuel and Resin Costs — We purchase diesel fuel to operate our extensive DSD system, and we incur fuel
surcharge expense related to the products we deliver through third-party carriers. Another significant raw
42
material we use is resin, which is a fossil fuel based product used to make plastic bottles. We purchase
approximately 26 million pounds of resin and bottles per month. The prices of diesel and resin are subject to
fluctuations based on changes in crude oil and natural gas prices. Although we may utilize forward purchase
contracts and other instruments to mitigate the risks related to commodity price fluctuations, such strategies do
not fully mitigate commodity price risk. Adverse movements in commodity prices over the terms of the contracts
or instruments could decrease the economic benefits we derive from these strategies. Based on our forward
purchase contracts and other instruments that we have entered into, we are not expecting the significant decline
in diesel fuel prices in 2015 to result in an overall material net impact to our financial statements in 2015.
Retail and Customer Environment and Fluid Milk Volumes
Escalation of dairy commodity costs to record highs in 2014 created one of the most difficult operating
environments in the history of our company. Record-high raw milk costs resulting in increased retail prices have
created volume softness throughout the industry. As a result we have experienced increased margin pressure,
especially on our branded white milk products, due to pricing pressure at the retail level. At these unprecedented
commodity price levels, although our pricing pass-through mechanisms are highly efficient, we have been
unwilling to increase our branded product prices commensurate with the higher cost of raw milk, which in turn
has negatively impacted our net sales and gross profit. In addition, we continued to experience higher costs
associated with route returns, route losses and other forms of shrink associated with the higher raw milk costs.
Class I raw milk prices continued to be at unprecedented levels in their duration and in absolute terms
during 2014, reaching a new all-time record high of $24.47 per hundred weight in May 2014, with no abatement
in the fourth quarter of 2014. Class I raw milk prices were approximately 24% higher during 2014 versus 2013.
As Class I raw milk prices continued to move higher, margin over milk compressed in 2014 at significantly
lower levels than historical trends. We expect significant raw milk cost declines during the first quarter of 2015,
and we expect the margin over milk to increase as retailers restore greater profitability to the dairy case.
In addition to record-high Class I raw milk costs, we have been challenged by the increase of butterfat
prices, creating volatility and pressuring our margins across our Class II product offerings, such as our ice cream,
half and half, heavy whipping cream and cultured products. Average Chicago Mercantile Exchange (“CME”)
butter prices increased 39% in 2014 versus the prior year to $2.16 per pound. CME butter prices peaked at an all-
time high of $3.06 per pound during the month of September 2014. Sustained-month over-month Class II
commodity price increases, like we experienced throughout 2014, create a pricing lag effect that makes it
difficult to effectively pass through rising costs fast enough to mitigate sustained inflation across our Class II
product set.
The fluid milk industry remains highly competitive. Fluid milk category volumes remained soft, and overall
category volume declines have continued beyond the historical trajectory of the category. Our volumes were
impacted by the loss of a portion of our private label business with a significant customer in 2013. The lost
volumes were primarily related to low-margin, private label fluid milk business and were the result of the
renegotiation of certain regional supply arrangements that, going forward, will be subject to renewal over various
time frames. Our total volumes declined 4% in 2014 compared to the prior year. In terms of our branded versus
private-label mix, since the third quarter of 2013, when raw milk prices began their steady and steep climb, our
brand mix has sequentially declined every quarter. During the fourth quarter of 2014, our branded to private label
mix, based on volume, averaged just under 35.5%.
As a result of certain changes to our business, including the loss of a portion of a significant customer’s
private label volume in 2013, and the impact of the historically high dairy commodity environment, we
accelerated our ongoing cost reduction efforts.
We remain committed to continuing to improve our operating performance, sustaining strong positive cash
flow and generating shareholder value. In 2015, we will continue to emphasize price realization, cost
productivity and volume at margins that deliver an appropriate return, in an effort to improve our operating
43
results.We believe the market continues to be difficult with several factors beyond our control continuing to
impact our earnings progression. The fluid milk category continues to show weakness with declining industry
volumes. Soft volumes, coupled with ongoing historically high raw milk cost inflation and compressed margins
over milk, negate some of the impact of our cost reduction efforts and make it harder to deliver those cost
savings to the bottom line. We do not believe that the record high raw milk prices in 2014 will be the normalized
trend for the longer-term trajectory. We expect domestic raw milk costs to significantly decline in the first
quarter of 2015, but we believe the dairy commodity environment continues to be volatile and unpredictable in
the mid-term. Industry volumes remain soft and we expect our volumes to decline in the low to mid single digits
during the first quarter of 2015 as compared to the prior year, but with a continued improvement in net price
realization. We expect to continue to drive improved efficiency and capability across the organization with a
view toward positioning ourselves for long-term success. Additionally, we will evaluate and consider strategic
acquisitions and we continue to seek out opportunities for innovation to grow our business and drive financial
performance.
Critical Accounting Policies and Use of Estimates
In certain circumstances, the preparation of our Consolidated Financial Statements in conformity with
generally accepted accounting principles requires us to use our judgment
to make certain estimates and
assumptions. These estimates affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales
and expenses during the reporting period. Our senior management has discussed the development and selection
of these critical accounting policies, as well as our significant accounting policies (see Note 1 to our
Consolidated Financial Statements), with the Audit Committee of our Board of Directors. The following
accounting policies are the most critical to aid in fully understanding and evaluating our reported financial
results, and the estimates they involve require our most difficult, subjective or complex judgments.
44
Estimate Description
Judgment and/or Uncertainty
Potential Impact if Results Differ
and in our
the assumptions
We believe that
intangible
used in valuing our
impairment
assets
but
analysis
variations
the
assumptions may result in different
fair values
that
calculations of
could
a material
in
impairment charge.
reasonable,
of
are
in
result
any
We performed a step one valuation
of goodwill in 2014. Results of our
valuation indicated the fair value
of our reporting unit exceeded the
carrying value by approximately
$288 million or 16.2%.
of
our
Results of the annual impairment
indefinite-lived
testing
trademarks completed during the
fourth quarter of 2014 indicated no
impairment.
not
We can provide no assurance that
additional
have
we will
impairment
future
in
charges
periods as a result of changes in
our
our
assumptions.
operating
results
or
assets
intangible
Considerable
management
judgment is necessary to initially
upon
value
acquisition and to evaluate those
assets and goodwill for impairment
going forward. We determine fair
value using widely acceptable
valuation
including
techniques
discounted cash flows, market
multiples analyses and relief from
royalty analyses.
such
used
as
in
our
Assumptions
valuations,
forecasted
growth rates and our cost of
capital, are consistent with our
internal projections and operating
plans.
cash
sales
these
We believe that a trademark has an
indefinite life if it has a history of
flow
strong
and
performance that we expect
to
continue for the foreseeable future.
If
trademark
perpetual
criteria are not met, the trademarks
are amortized over their expected
the
useful
expected life of
trademark
requires considerable management
judgment and is based on an
evaluation of a number of factors
competitive
the
including
environment,
history
trademark
and anticipated future trademark
support.
lives. Determining
a
Goodwill and Intangible Assets
Our goodwill and intangible assets
result primarily from acquisitions
and primarily include trademarks
with finite lives and indefinite
customer-related
lives
intangible assets.
and
for
evaluated
Perpetual trademarks and goodwill
are
impairment
annually and on an interim basis
when circumstances
that
indicate a possible impairment to
ensure that the carrying value is
recoverable.
arise
is
evaluated
A perpetual trademark is impaired
if
its
its book value exceeds
estimated fair value. Annually,
goodwill
for
impairment, if we determine that it
is more likely than not
the
book value of a reporting unit
exceeds its estimated fair value.
Periodically, a step one valuation
is performed to estimate fair value.
Goodwill is impaired if its book
value exceeds its estimated fair
value.
that
or
indicate that
not
Amortizable intangible assets are
evaluated for impairment upon a
significant change in the operating
whenever
environment
circumstances
the
be
value may
carrying
recoverable. If an evaluation of the
undiscounted cash flows indicates
impairment,
is written
the asset
down to its estimated fair value,
which
on
based
generally
discounted future cash flows.
is
Our goodwill and intangible assets
totaled
of
$329.4 million
December 31, 2014.
as
45
Estimate Description
Judgment and/or Uncertainty
Potential Impact if Results Differ
estimates
to
If actual results are not consistent
with
and
our
calculate
used
assumptions
estimated future cash flows or the
proceeds expected to be realized
upon liquidation, we may be
exposed to impairment losses that
could be material. Additionally, we
can provide no assurance that we
additional
have
will
not
future
in
charges
impairment
periods as a result of changes in
our
our
assumptions.
operating
results
or
a
of
for
purposes
Considerable
management
judgment is necessary to evaluate
the impact of operating changes
and to estimate future cash flows
for
determining
whether an asset group needs to be
recoverability. The
tested
testing of an asset group for
recoverability
involves
assumptions regarding the future
the asset group
cash flows of
includes
often
(which
consideration
probability
of
weighting of estimated future cash
the growth rate of those
flows),
cash flows, and the remaining
useful
life over which the asset
group is expected to generate cash
flows. In the event we determine
an asset group is not recoverable,
the measurement of an estimated
impairment loss involves a number
judgments,
of
an
including the
appropriate
and
discount
estimates regarding the cash flows
that would ultimately be realized
upon liquidation of the asset group.
selection of
management
rate,
Property, Plant and Equipment
value may
indicate that
not
We perform impairment tests when
the
circumstances
be
carrying
recoverable.
of
include
impairment
significant changes
in business
environment or planned closure of
a facility.
Indicators
could
business
and
our
that we expect
As a result of certain changes to
plans
our
for
consolidating
production
network, during the year ended
December 31, 2014 we evaluated
the impact
these
changes to have on our projected
future cash flows. This analysis
identified indicators of impairment
at
production
facilities and therefore we were
required to test the assets at those
facilities for recoverability.
certain
our
of
our
results
The
analysis
of
indicated impairments of our plant,
property and equipment of $20.8
million and no impairments related
to intangible assets.
Our property, plant and equipment
totaled
of
December 31, 2014.
billion
$1.2
as
46
Estimate Description
Judgment and/or Uncertainty
Potential Impact if Results Differ
Insurance Accruals
retain
levels
selected
casualty
to
and
related
care,
of
We
risks,
property
employee
primarily
health
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.
31,
2014 we
At December
recorded accrued liabilities related
to these retained risks of $147.9
million, including both current and
long-term liabilities. We have
reduced our property and casualty
insurance reserves over the past
three years due to a continuous
decline in estimated claim costs
resulting from ongoing safety and
claim management improvements.
Income Taxes
for
certain
uncertain
A liability
tax
positions is recorded to the extent a
tax position taken or expected to
be taken in a tax return does not
meet
or
measurement criteria. A valuation
allowance is recorded against a
deferred tax asset if it is not more
likely than not that the asset will
be realized.
recognition
uncertain
At December 31, 2014 our liability
for
positions,
including accrued interest, was
$26.5 million, and our valuation
allowance was $13.2 million.
tax
Accrued liabilities related to these
retained risks are calculated based
factors,
upon loss development
which contemplate a number of
variables including claims history
and expected trends. These loss
development factors are developed
by us in consultation with external
actuaries.
If actual results differ from our
assumptions, we could be exposed
to material gains or losses.
A 10% change in our insurance
liabilities could affect net earnings
by approximately $9.1 million.
a
and
result
change
judgments
estimates
Our
concerning uncertain tax positions
may
of
as
evaluation of new information,
such as the outcome of tax audits
further
or
to
changes
tax laws and
interpretations of
regulations. Our
judgments and
estimates concerning realizability
of deferred tax assets could change
if any of the evaluation factors
change.
or
If such changes take place, there is
a risk that our effective tax rate
could increase or decrease in any
period, impacting our net earnings.
management
Considerable
judgment is necessary to assess the
inherent uncertainties related to the
complex tax
interpretations of
taxing
and
regulations
laws,
authority rulings, as well as to the
expiration of statutes of limitations
in the jurisdictions in which we
operate.
in
evaluating
factors are
Additionally, several
considered
the
realizability of our deferred tax
including the remaining
assets,
years available for carry forward,
the applicable
the tax laws for
jurisdictions,
future
the
specific
of
profitability
business units, and tax planning
strategies.
the
47
Estimate Description
Judgment and/or Uncertainty
Potential Impact if Results Differ
Employee Benefit Plans
We provide a range of benefits
and
including
postretirement
our
eligible employees and retirees.
pension
benefits
to
of
rates,
discount
We record annual amounts relating
to these plans, which include
various actuarial assumptions, such
assumed
as
investment
return,
rates
compensation increases, employee
turnover rates and health care cost
trend
review our
actuarial assumptions on an annual
basis and make modifications to
the assumptions based on current
rates and trends when it is deemed
appropriate. The effect of
the
modifications is generally recorded
and amortized over future periods.
rates. We
Different assumptions could result
in the recognition of different
amounts of expense over different
periods of time.
A 0.25% reduction in the assumed
rate of return on plan assets or a
0.25% reduction in the discount
rate would each result
in an
increase in our annual pension
expense of $0.6 million and $0.6
million, respectively.
in
assumed
A 1% increase
trends would
costs
healthcare
increase
aggregate
the
postretirement medical obligation
by approximately $4.3 million.
Recent Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards
Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components
of an Entity, which changes the criteria for determining which disposals can be presented as discontinued
operations and modifies related disclosure requirements. We are required to adopt the standard prospectively for
new disposals and new classifications of disposal groups as held for sale beginning the first quarter of 2015. We
do not expect the adoption of this standard to have a material impact on our financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09
supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to
recognize revenue when it transfers promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09
is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that
reporting period. Early adoption is not permitted. We are currently evaluating the effect that the adoption of this
standard will have on our financial statements.
In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718):
Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could
Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects
vesting and that could be achieved after the requisite service period should be treated as a performance condition.
A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance
conditions that affect vesting to account for such awards. As such, the performance target should not be reflected
in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim
periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are
currently evaluating the effect that the adoption of this standard will have on our financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability
to Continue as a Going Concern. ASU 2014-15 provides guidance on determining when and how to disclose
going concern uncertainties in the financial statements. The new standard requires management to perform
interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date
48
the financial statements are issued. An entity must provide certain disclosures if conditions or events raise
substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities
and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early
adoption permitted. We do not expect the adoption of this standard to have a material impact on our financial
statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk due to commodity price fluctuations. From time to time we enter into
arrangements with other parties to hedge our exposure to these fluctuations.
Commodity Price Fluctuations
We are exposed to commodity price fluctuations, including milk, butterfat, sweeteners and other commodity
costs used in the manufacturing, packaging and distribution of our products, including utilities, natural gas, resin
and diesel fuel. To secure adequate supplies of materials and bring greater stability to the cost of ingredients and
their related manufacturing, packaging and distribution, we routinely enter into forward purchase contracts and
other purchase arrangements with suppliers. Under the forward purchase contracts, we commit to purchasing
agreed-upon quantities of ingredients and commodities at agreed-upon prices at specified future dates. The
outstanding purchase commitment for these commodities at any point in time typically ranges from one month’s
to one year’s anticipated requirements, depending on the ingredient or commodity. These contracts are
considered normal purchases. In addition to entering into forward purchase contracts, from time to time we may
purchase over-the-counter contracts with our qualified banking partners or exchange-traded commodity futures
contracts for raw materials that are ingredients of our products or components of such ingredients.
As discussed in Note 11 to our Consolidated Financial Statements, effective January 1, 2014, we have de-
designated all open derivative positions that were previously designated as cash flow hedges. All commodities
contracts are now marked to market in our income statement at each reporting period and a derivative asset or
liability is recorded on our balance sheet. Our open commodity derivatives recorded at fair value on our balance
sheet were at a net liability position of $4.4 million as of December 31, 2014.
Although we may utilize forward purchase contracts and other instruments to mitigate the risks related to
commodity price fluctuation, such strategies do not fully mitigate commodity price risk. Adverse movements in
commodity prices over the terms of the contracts or instruments could decrease the economic benefits we derive
from these strategies. See Note 11 of our Consolidated Financial Statements for a description of our commodity
related hedges.
49
Item 8. Consolidated Financial Statements
Our Consolidated Financial Statements for 2014 are included in this report on the following pages.
Consolidated Balance Sheets as of December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 . . . . . . . . .
Page
F-1
F-2
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013
and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014, 2013
and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.
Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-4
F-5
F-6
F-6
2. WhiteWave Spin-Off Transaction and Disposition of Remaining Ownership of WhiteWave
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10
3. Discontinued Operations and Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
4.
5.
6.
Investment in Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
Property, Plant and Equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
7. Goodwill and Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14
8. Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16
9.
Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16
10. Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19
11. Derivative Financial Instruments and Fair Value Measurements . . . . . . . . . . . . . . . . . . . . . . . . . . F-32
12. Common Stock and Share-Based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-35
13. Earnings (Loss) per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-41
14. Accumulated Other Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-41
15. Employee Retirement and Profit Sharing Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-43
16. Postretirement Benefits Other Than Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-50
17. Asset Impairment Charges and Facility Closing and Reorganization Costs . . . . . . . . . . . . . . . . . . F-52
18. Supplemental Cash Flow Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54
19. Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54
20. Segment, Geographic and Customer Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-56
21. Quarterly Results of Operations (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-58
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-59
50
DEAN FOODS COMPANY
CONSOLIDATED BALANCE SHEETS
December 31
2014
2013
(Dollars in thousands,
except share data)
Current assets:
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance of $14,850 and $12,083 . . . . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Identifiable intangible and other assets, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
16,362
747,630
64,443
251,831
50,362
49,432
1,180,060
1,172,596
86,841
294,724
35,415
$
16,762
752,234
15,915
262,858
60,143
42,786
1,150,698
1,216,047
86,841
312,836
35,623
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,769,636
$2,802,045
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of litigation settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 774,900
698
18,853
$ 761,288
698
19,101
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term litigation settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 19)
Stockholders’ equity:
794,451
916,481
137,944
276,318
17,124
781,087
896,564
100,691
273,314
36,074
Dean Foods Company stockholders’ equity:
. . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock, none issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock 94,080,840 and 94,831,377 shares issued and outstanding,
with a par value of $0.01 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
Accumulated deficit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
941
752,375
(41,015)
(84,983)
948
791,276
(20,719)
(57,190)
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
627,318
714,315
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,769,636
$2,802,045
See Notes to Consolidated Financial Statements.
F-1
DEAN FOODS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses:
2014
2013
(Dollars in thousands, except share data)
$ 9,016,321
7,161,734
$ 9,503,196
7,829,733
$ 9,274,662
7,179,403
2012
1,673,463
1,854,587
2,095,259
Selling and distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Facility closing and reorganization costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating (income) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,355,053
288,744
2,889
4,460
(2,521)
20,820
(4,535)
1,337,745
310,453
3,669
27,008
(1,019)
43,441
2,494
1,419,531
412,957
3,758
55,787
—
—
(57,459)
Total operating costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,664,910
1,723,791
1,834,574
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (income) expense:
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early retirement of long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of WhiteWave common stock . . . . . . . . . . . . . . . . . . . .
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before income taxes . . . . . . . . . . . . . .
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on sale of discontinued operations, net of tax . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to non-controlling interest in discontinued
8,553
130,796
260,685
61,019
1,437
—
(1,620)
60,836
(52,283)
(32,096)
(20,187)
(652)
543
(20,296)
200,558
63,387
(415,783)
(400)
(152,238)
283,034
(42,325)
325,359
2,803
491,195
819,357
150,589
—
—
(1,664)
148,925
111,760
87,945
23,815
139,279
(2,053)
161,041
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(6,179)
(2,419)
Net income (loss) attributable to Dean Foods Company . . . . . . . . . . . . . . . . . . . .
$
(20,296) $
813,178
$
158,622
Average common shares (1):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93,916,656
93,916,656
93,785,611
94,796,236
92,375,378
93,065,912
Basic earnings (loss) per common share (1):
Income (loss) from continuing operations attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(0.22) $
3.47
$
Income from discontinued operations attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Net income (loss) attributable to Dean Foods Company . . . . . . . . . . . . . . . .
$
(0.22) $
5.20
8.67
$
Diluted earnings (loss) per common share (1):
Income (loss) from continuing operations attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(0.22) $
3.43
$
Income from discontinued operations attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Net income (loss) attributable to Dean Foods Company . . . . . . . . . . . . . . . . . . . .
$
(0.22) $
5.15
8.58
$
0.26
1.46
1.72
0.26
1.44
1.70
(1) Basic and diluted earnings (loss) per common share and average basic and diluted shares outstanding for the
year ended December 31, 2012 have been adjusted retroactively to reflect a 1-for-2 reverse stock split
effected August 26, 2013.
See Notes to Consolidated Financial Statements.
F-2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
DEAN FOODS COMPANY
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
Cumulative translation adjustment
Unrealized loss on derivative instruments, net of tax:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Change in fair value of derivative instruments . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses included in net
Year Ended December 31
2014
2013
2012
(in thousands)
$(20,296) $ 819,357
$161,041
(802)
(10,791)
11,287
(116)
(81)
(19,793)
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(220)
58,784
24,964
Defined benefit pension and other postretirement benefit plans, net of
tax: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service costs arising during the period . . . . . . . . . . . . . . . . . . .
Net gain (loss) arising during the period . . . . . . . . . . . . . . . . . . . . . .
Less: amortization of prior service cost included in net periodic
(659)
(30,159)
—
37,621
(193)
(16,343)
benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,163
9,452
9,333
Unrealized gain on available-for-sale securities:
Unrealized gains on available-for-sale securities . . . . . . . . . . . . . . .
Less: Reclassifications to income statement related to disposition
of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
415,783
(415,783)
—
—
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27,793)
94,985
9,255
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income attributable to non-controlling interest . . . . . . . .
(48,089)
—
914,342
4,795
170,296
3,207
Comprehensive income (loss) attributable to Dean Foods Company . . . . . . . .
$(48,089) $ 909,547
$167,089
See Notes to Consolidated Financial Statements.
F-3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
DEAN FOODS COMPANY
Dean Foods Company Stockholders
Common Stock(1)
Shares Amount
Additional
Paid-In
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Non-
controlling
Interest
Total
Stockholders’
Equity (Deficit)
Balance, January 1, 2012
91,872,895
$919
Issuance of common stock, net of tax impact of share-
based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . .
Sale of former subsidiary shares to non-controlling
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense for former
subsidiary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wind-down of former subsidiary joint venture . . . . . . . .
Net income attributable to non-controlling interest
. . . .
Net income attributable to Dean Foods Company . . . . .
. . . . . . .
Other comprehensive income (loss) (Note 14):
Change in fair value of derivative instruments, net
of tax benefit of $12,682 . . . . . . . . . . . . . . . . . . .
Amounts reclassified to statement of operations
related to hedging activities, net of tax of
$16,239 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative translation adjustment . . . . . . . . . . . . .
Pension liability adjustment, net of tax benefit of
$4,493 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
908,872
—
—
—
—
—
—
9
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(Dollars in thousands, except share data)
$
$(992,519)
$(199,520)
$1,087,722
4,747
$ (98,651)
(233)
24,247
265,004
—
—
—
—
—
—
—
—
—
—
—
—
—
—
158,622
—
—
—
—
—
—
—
—
(224)
24,247
4,469
98,067
367,540
—
—
—
—
1,167
(4,747)
2,419
—
1,167
(4,747)
2,419
158,622
(19,780)
(13)
(19,793)
24,964
10,354
—
933
24,964
11,287
(7,071)
(132)
(7,203)
Balance, December 31, 2012
92,781,767
$928
$1,376,740
$(833,897)
$(186,584)
$ 102,441
$ 459,628
Issuance of common stock, net of tax impact of share-
based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 2,049,610
—
Share-based compensation expense . . . . . . . . . . . . . . . .
Share-based compensation expense for former
subsidiary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to non-controlling interest
. . . .
Net income attributable to Dean Foods Company . . . . .
. . . . . . .
Other comprehensive income (loss) (Note 14):
Change in fair value of derivative instruments, net
of tax benefit of $21 . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified to statement of operations
related to hedging activities, net of tax of
$37,017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative translation adjustment . . . . . . . . . . . . .
Pension liability adjustment, net of tax of
$29,474 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Spin-Off of The WhiteWave Foods Company . . . .
20
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
19,900
11,718
—
—
—
—
—
—
—
—
—
(617,082)
—
—
813,178
—
—
—
—
—
—
—
—
—
—
—
—
7,733
6,179
—
19,920
11,718
7,733
6,179
813,178
(91)
10
(81)
—
(1,398)
58,784
(10,791)
58,784
(9,393)
47,069
33,025
4
(114,969)
Balance, December 31, 2013
94,831,377
$948
$ 791,276
$ (20,719)
$ (57,190)
$
Issuance of common stock, net of tax impact of share-
based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . .
Share repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,727,275)
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss attributable to Dean Foods Company . . . . . . . .
. . . . . . .
Other comprehensive income (loss) (Note 14):
Change in fair value of derivative instruments, net
of tax benefit of $41 . . . . . . . . . . . . . . . . . . . . . .
976,738
—
—
—
—
Amounts reclassified to income statement related
to de-designation of cash flow hedges, net of tax
benefit of $139 . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative translation adjustment . . . . . . . . . . . . .
Pension and other postretirement benefit liability
adjustment, net of tax benefit of $16,073 . . . . . .
—
—
—
10
—
(17)
—
—
—
—
—
—
7,758
4,556
(24,983)
(26,232)
—
—
—
—
(20,296)
—
—
—
—
—
—
—
—
—
—
—
—
(116)
(220)
(802)
(26,655)
Balance, December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . 94,080,840
$941
$ 752,375
$ (41,015)
$ (84,983)
$
—
—
—
—
—
—
—
—
—
—
47,073
(699,026)
$ 714,315
7,768
4,556
(25,000)
(26,232)
(20,296)
(116)
(220)
(802)
(26,655)
$ 627,318
(1) Common Stock and Additional Paid-In Capital at January 1, 2012, and December 31, 2012 have been adjusted retroactively to reflect a 1-for-2 reverse
stock split effected August 26, 2013.
See Notes to Consolidated Financial Statements.
F-4
DEAN FOODS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
2014
2013
2012
(In thousands)
(20,296) $
652
(543)
819,357 $
(2,803)
(491,195)
161,041
(139,279)
2,053
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(Income) loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on divestitures and other, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early retirement of debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of WhiteWave common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of accumulated losses from de-designated cash flow hedges . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under litigation settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Termination of interest rate swap liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes receivable/payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) operating activities — continuing operations . . . .
Net cash provided by operating activities — discontinued operations . . . . . . . . . .
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . .
164,297
12,276
(7,549)
—
20,820
1,437
—
—
62,927
(2,521)
7,954
3,369
11,237
7,849
(41,253)
—
(49,105)
(18,605)
152,946
—
152,946
173,829
19,289
(705)
6,791
43,441
63,387
(415,783)
63,454
10,765
—
1,557
22,192
(657)
(5,653)
(131,766)
(28,147)
(459,708)
(18,372)
(330,727)
14,086
(316,641)
Cash flows from investing activities:
Payments for property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from insurance claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net proceeds from divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(149,421)
(175,163)
—
—
27,629
—
—
—
9,940
—
Net cash used in investing activities — continuing operations . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities — discontinued operations . . .
(121,792)
(165,223)
— 1,403,494
186,748
29,091
(30,449)
3,519
—
—
—
—
22,429
—
8,015
(7,714)
(2,936)
2,644
20,525
—
10,517
(61,325)
204,879
277,539
482,418
(123,892)
3,075
58,034
12,962
(253)
(50,074)
(124,104)
Cash flows from financing activities:
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . .
(121,792)
1,238,271
(174,178)
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Early retirement of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premiums paid on early retirement of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from senior secured revolver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for senior secured revolver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from receivables-backed facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for receivables-backed facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from short-term credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for short-term credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock, net of share repurchases for withholding taxes . . . . . . . . . . . . . . . . . .
Tax savings on share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities — continuing operations . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities — discontinued operations . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . .
Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(668)
(23,812)
(1,161)
2,277,297
(2,257,246)
2,656,000
(2,634,000)
—
—
(25,000)
(26,232)
(3,287)
7,861
360
(29,888)
—
(29,888)
(1,666)
(400)
16,762
(1,027,416)
(400,000)
(57,243)
1,043,700
(1,258,450)
908,000
(695,000)
626,750
(37,521)
—
—
(6,197)
23,481
1,954
(1,350,275)
—
—
2,481,800
(2,316,500)
2,683,816
(2,906,311)
—
—
—
—
—
6,434
571
(877,942)
(51,584)
(1,400,465)
1,098,002
(929,526)
1
(302,463)
733
(7,895)
24,657
6,510
18,147
24,657
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
16,362 $
16,762 $
Significant non-cash activities:
Disposition of retained investment in WhiteWave common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
589,229
—
See Notes to Consolidated Financial Statements.
F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Our Business — We are a leading food and beverage company and the largest processor and
direct-to-store distributor of milk and other dairy and dairy case products in the United States. We have aligned
our leadership teams, operating strategies and supply chain initiatives under a single operating and reportable
segment. We process and distribute fluid milk and other dairy products, including ice cream, ice cream mix and
cultured products, which are marketed under more than 50 local and regional dairy brands and a wide array of
private labels. We also produce and distribute TruMoo®, which is our nationally branded, reformulated flavored
milk, as well as juices, teas, bottled water and other products.
Basis of Presentation and Consolidation — Our Consolidated Financial Statements are prepared in
accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of our
wholly-owned subsidiaries.
On August 26, 2013, we effected a 1-for-2 reverse stock split of our issued common stock. Each
stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of
the reverse stock split. All applicable share data, per share amounts and related information in the Consolidated
Financial Statements and notes thereto have been adjusted retroactively to give effect to the 1-for-2 reverse stock
split. See Note 13.
Beginning in the first quarter of 2013, we combined the results of our business operations and the corporate
items previously categorized as “Corporate and Other” into a single reportable segment, as all of our corporate
activities now directly support our ongoing dairy operations. This change reflects the manner in which our Chief
Executive Officer, who is our chief operating decision maker, determines strategy and investment plans for our
business given the changes to our operating structure as a result of the WhiteWave spin-off and the Morningstar
sale in 2013. See Note 2 and 3. All operating results herein have been recast to present results on a comparable
basis. These changes had no impact on consolidated net sales and operating income.
Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Dean Foods Company
and its subsidiaries, taken as a whole.
Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with GAAP
requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements
and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from
these estimates under different assumptions or conditions.
Cash Equivalents — We consider temporary investments with an original maturity of three months or less
to be cash equivalents.
Inventories — Inventories are stated at the lower of cost or market. Our products are valued using the first-
in, first-out method. The costs of finished goods inventories include raw materials, direct labor and indirect
production and overhead costs. Reserves for obsolete or excess inventory are not material.
F-6
Property, Plant and Equipment — Property, plant and equipment are stated at acquisition cost, plus
capitalized interest on borrowings during the actual construction period of major capital projects. Also included
in property, plant and equipment are certain direct costs related to the implementation of computer software for
internal use. Depreciation is calculated using the straight-line method typically over the following range of
estimated useful lives of the assets:
Asset
Buildings . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . .
Leasehold improvements . . . . . . . . .
Useful Life
15 to 40 years
3 to 20 years
Over the shorter of their
estimated useful lives or the
terms of the applicable lease
agreements
We test property, plant and equipment for impairment when circumstances indicate that the carrying value
may not be recoverable. Indicators of impairment could include significant changes in business environment or
the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of
operating changes and to estimate future cash flows. See Note 17. Expenditures for repairs and maintenance
which do not improve or extend the life of the assets are expensed as incurred.
Goodwill and Intangible Assets — Identifiable intangible assets, other than indefinite-lived trademarks, are
typically amortized over the following range of estimated useful lives:
Asset
Useful Life
Customer relationships . . . . . . . . . .
Certain finite-lived trademarks . . . .
Customer supply contracts . . . . . . .
Noncompetition agreements . . . . . .
Deferred financing costs . . . . . . . . .
5 to 15 years
5 to 15 years
Over the shorter of the estimated
useful lives or the terms of the
agreements
Over the shorter of the estimated
useful lives or the terms of the
agreements
Over the terms of the related debt
In accordance with Accounting Standards related to “Goodwill and Other Intangible Assets”, we do not
amortize goodwill and other intangible assets determined to have indefinite useful lives. Instead, we assess our
goodwill and indefinite-lived trademarks for impairment annually and when circumstances indicate that the
carrying value may not be recoverable. See Note 7.
Assets Held for Sale — We classify assets as held for sale when management approves and commits to a
formal plan of sale and our expectation is that the sale will be completed within one year. The net assets of the
business held for sale are then recorded at the lower of their current carrying value or the fair market value, less
costs to sell. As of December 31, 2014 and 2013, $4.0 million and $4.5 million, respectively, related to closed
production facilities was classified as held for sale and recorded in the prepaid expenses and other current assets
line on our Consolidated Balance Sheets.
Foreign Currency Translation — The financial statements of our foreign subsidiary, which are not material,
are translated from Mexican pesos, which is the functional currency of that subsidiary, to U.S. dollars. The assets
and liabilities of the foreign subsidiary are translated to U.S. dollars at year-end exchange rates. Income and
expense items are translated at the average rates prevailing during the year. Changes in exchange rates that affect
cash flows and the related receivables or payables are recognized as transaction gains and losses and are
recognized in the statement of operations with their related operational activity. Currently, an immaterial amount
F-7
of transaction gains and losses are reflected in general and administrative expense in our Consolidated
Statements of Operations. The cumulative translation adjustment
in our Consolidated Statements of
Stockholders’ Equity reflects the unrealized adjustments resulting from translating the financial statements of our
foreign subsidiary.
Share-Based Compensation — Share-based compensation expense is recognized for equity awards over the
vesting period based on their grant date fair value. The fair value of option awards is estimated at the date of
grant using the Black-Scholes valuation model. The fair value of restricted stock unit awards is equal to the
closing price of our stock on the date of grant. The fair value of our phantom shares is remeasured at each
reporting period based on the closing price of our common stock on the last day of the respective reporting
period. Compensation expense is recognized only for equity awards expected to vest. We estimate forfeitures at
the date of grant based on our historical experience and future expectations. Share-based compensation expense
is included within the same financial statement caption where the recipient’s cash compensation is reported. See
Note 12.
Revenue Recognition, Sales Incentives and Accounts Receivable — Sales are recognized when persuasive
evidence of an arrangement exists, the price is fixed or determinable, the product has been delivered to the
customer and there is a reasonable assurance of collection of the sales proceeds. Sales are recorded net of
allowances for returns, trade promotions and prompt pay and other discounts. We routinely offer sales incentives
and discounts through various regional and national programs to our customers and consumers. These programs
in-store display incentives, coupons and other trade promotional
include rebates, shelf-price reductions,
activities. These programs, as well as amounts paid to customers for shelf-space in retail stores, are considered
reductions in the price of our products and thus are recorded as reductions to gross sales. Some of these
incentives are recorded by estimating incentive costs based on our historical experience and expected levels of
performance of the trade promotion. We maintain liabilities at the end of each period for the estimated incentive
costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are
normally insignificant and are recognized in earnings in the period such differences are determined.
Bulk cream represents a by-product of our fluid milk manufacturing process. We either use bulk cream in
our manufacturing process or we dispose of it through third party sales to other companies. We present bulk
cream by-product sales as a reduction of cost of sales within our Consolidated Statements of Operations. We
believe this presentation is reasonable as it allows us to report our true cost of fluid milk production.
We provide credit terms to customers generally ranging up to 30 days, perform ongoing credit evaluations
of our customers and maintain allowances for potential credit losses based on our historical experience.
Estimated product returns have not historically been material.
Income Taxes — All of our consolidated U.S. operating subsidiaries are included in our U.S. federal
consolidated income tax return. Our foreign subsidiary is required to file local jurisdiction income tax return with
respect to their operations, the earnings from which are expected to be reinvested indefinitely. At December 31,
2014, no provision had been made for U.S. federal or state income tax on approximately $14.2 million of
accumulated foreign earnings as they are considered to be indefinitely reinvested. Computation of the potential
deferred tax liability associated with these undistributed earnings and other basis differences is not practicable.
Deferred income taxes arise from temporary differences between amounts recorded in the Consolidated
Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the years in which
the differences are expected to reverse. Deferred tax assets, including the benefit of net operating loss and tax
credit carryforwards, are evaluated based on the guidelines for realization and are reduced by a valuation
allowance if deemed necessary.
We recognize the income tax benefit from an uncertain tax position when it is more likely than not that,
based on technical merits, the position will be sustained upon examination, including resolutions of any related
F-8
appeals or litigation processes. We recognize accrued interest related to uncertain tax positions as a component of
income tax expense, and penalties, if incurred, are recognized as a component of operating income.
Advertising Expense — We market our products through advertising and other promotional activities,
including media, agency, coupons, trade shows and other promotional activities. Advertising expense is charged
to income during the period incurred, except for expenses related to the development of a major commercial or
media campaign which are charged to income during the period in which the advertisement or campaign is first
presented by the media. Advertising expense totaled $27.5 million in 2014, $22.0 million in 2013 and $28.6
million in 2012. Prepaid advertising expense totaled $0.7 million in 2014, $2.3 million in 2013 and $0.6 million
in 2012.
Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and
selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in
cost of sales reflect inventory warehouse costs and product loading and handling costs. Shipping and handling
costs included in selling and distribution expense consist primarily of those costs associated with moving
finished products from production facilities through our distribution network, including costs associated with its
distribution centers, route delivery costs and the cost of shipping products to customers through third party
carriers. Shipping and handling costs that were recorded as a component of selling and distribution expense were
$1.2 billion in each of 2014, 2013 and 2012, respectively.
Insurance Accruals — 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 coverage. Accrued liabilities for incurred but not reported losses related
to these retained risks are calculated based upon loss development factors which contemplate a number of factors
including claims history and expected trends.
Research and Development — Our research and development activities primarily consist of generating and
testing new product concepts, new flavors and packaging. Our total research and development expense was $1.9
million, $1.8 million and $2.1 million for 2014, 2013 and 2012, respectively. Research and development costs
are primarily included in general and administrative expenses in our Consolidated Statements of Operations.
Recently Issued Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board
issued FASB Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued
(“FASB”)
Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining
which disposals can be presented as discontinued operations and modifies related disclosure requirements. We
are required to adopt the standard prospectively for new disposals and new classifications of disposal groups as
held for sale beginning the first quarter of 2015. We do not expect the adoption of this standard to have a material
impact on our financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09
supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to
recognize revenue when it transfers promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09
is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that
reporting period. Early adoption is not permitted. We are currently evaluating the effect that the adoption of this
standard will have on our financial statements.
In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718):
Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could
Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects
vesting and that could be achieved after the requisite service period should be treated as a performance condition.
F-9
A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance
conditions that affect vesting to account for such awards. As such, the performance target should not be reflected
in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim
periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are
currently evaluating the effect that the adoption of this standard will have on our financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability
to Continue as a Going Concern. ASU 2014-15 provides guidance on determining when and how to disclose
going concern uncertainties in the financial statements. The new standard requires management to perform
interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date
the financial statements are issued. An entity must provide certain disclosures if conditions or events raise
substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities
and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early
adoption permitted. We do not expect the adoption of this standard to have a material impact on our financial
statements.
2. WHITEWAVE SPIN-OFF TRANSACTION AND DISPOSITION OF REMAINING OWNERSHIP
OF WHITEWAVE COMMON STOCK
On October 31, 2012, WhiteWave completed the WhiteWave IPO, and sold 23 million shares of its Class A
common stock at a price to the public of $17 per share. The WhiteWave IPO was accounted for as an equity
transaction in accordance with ASC 810 and no gain or loss was recognized as we retained the controlling
financial interest immediately upon completion of the transaction. The WhiteWave IPO increased our equity
attributable to non-controlling interest by $98.1 million, which represented the carrying value of the non-
controlling interest, increased our additional paid-in capital by $265 million and reduced our accumulated other
comprehensive loss by $4.5 million. Upon completion of the WhiteWave IPO, we owned an 86.7% economic
interest, and a 98.5% voting interest, in WhiteWave.
On May 23, 2013, we completed the spin-off of WhiteWave through a tax-free distribution to our
stockholders of an aggregate of 47,686,000 shares of WhiteWave Class A common stock and 67,914,000 shares
of WhiteWave Class B common stock as a pro rata dividend on the shares of Dean Foods common stock
outstanding at the close of business on the record date of May 17, 2013. Each share of Dean Foods common
stock received 0.25544448 shares of WhiteWave Class A common stock and 0.36380189 shares of WhiteWave
Class B common stock in the distribution. The WhiteWave spin-off qualified as a tax-free distribution to Dean
Foods stockholders for U.S. federal tax purposes; however, cash received in lieu of fractional shares was taxable.
In connection with the WhiteWave spin-off, we recorded a $617.1 million reduction to additional paid-in
capital. The distribution was recorded through additional paid-in capital rather than through retained earnings, as
we were in an accumulated deficit position at the time of the WhiteWave spin-off. Upon completion of the
WhiteWave spin-off, we reclassified WhiteWave’s results of operations as discontinued operations for all periods
presented. See Note 3. We retained ownership of 34,400,000 shares of WhiteWave’s Class A common stock, or
approximately 19.9% of the economic interest of WhiteWave, which we disposed of in July 2013 in a tax-free
transaction described in more detail below. From the completion of the WhiteWave spin-off through the date of
disposition in July 2013, we accounted for our investment in WhiteWave common stock using the fair value
method of accounting for available-for-sale securities, which requires the investment to be marked to market with
unrealized gains and losses recorded in accumulated other comprehensive income until realized or until losses
are deemed to be other-than-temporary.
On July 25, 2013, we announced the closing of a secondary public offering of 34.4 million shares of Class A
common stock of WhiteWave owned by us at a public offering price of $17.75 per share. Following the closing
of the offering, we no longer owned any shares of WhiteWave common stock. Immediately prior to the closing
of the offering, we exchanged our shares of WhiteWave Class A common stock in partial satisfaction of two term
F-10
loans. Following the closing of the debt-for-equity exchange, we repaid the non-exchanged balance of the two
term loans in full and terminated the loan agreement. The debt-for-equity exchange resulted in total cash
proceeds, net of underwriting fees, of $589.2 million. We recorded a gain in continuing operations of $415.8
million, which included $385.6 million of unrealized holding gains that were previously recorded as a component
of accumulated other comprehensive income as of June 30, 2013, in the third quarter of 2013 related to the
disposition of our investment in WhiteWave common stock. The gain represents the excess of the value of the
exchanged shares of WhiteWave Class A common stock over our cost basis in such shares. The gain was
recorded in the gain on disposition of WhiteWave common stock line item in our Consolidated Statements of
Operations. As the debt-for-equity exchange qualified as a tax-free transaction pursuant to the terms of our
private letter ruling from the IRS, we did not incur, nor did we record, any income tax expense associated with
the transaction.
3. DISCONTINUED OPERATIONS AND DIVESTITURES
WhiteWave and Morningstar
WhiteWave Spin-Off — As discussed in Note 2, on May 23, 2013, we completed the WhiteWave spin-off
through a tax-free distribution to our stockholders. Following the WhiteWave spin-off, we retained 34.4 million
shares of WhiteWave’s Class A common stock, or approximately 19.9% of WhiteWave’s economic interest.
While we are a party to certain commercial agreements with WhiteWave, we have determined that the continuing
cash flows generated by these agreements (which are not expected to extend beyond June 2015) and the retention
and subsequent monetization of our investment in WhiteWave common stock in July 2013 as discussed in Note 2
and below, did not constitute significant continuing involvement in the operations of WhiteWave. Accordingly,
the net assets, operating results and cash flows of WhiteWave have been reclassified to discontinued operations
for all periods presented herein.
From January 1, 2013 through May 23, 2013 (the date of the WhiteWave spin-off), our net sales to
WhiteWave totaled $10.3 million and our purchases from WhiteWave totaled $33.2 million. These transactions,
which were previously eliminated in consolidation prior to the spin-off, are now reflected as third-party
transactions in our Consolidated Statements of Operations. At December 31, 2014 and December 31, 2013,
accounts receivable from, and accounts payable to, WhiteWave are presented as third-party balances in our
Consolidated Balance Sheets.
Morningstar Divestiture — The sale of Morningstar closed on January 3, 2013 and we received net
proceeds of approximately $1.45 billion. We recorded a gain of $868.8 million ($491.9 million, net of tax) on the
sale of Morningstar during the year ended December 31, 2013, which excludes $22.9 million of transaction costs
recognized in discontinued operations during the year ended December 31, 2012. Accordingly, the net assets,
operating results and cash flows of Morningstar have been reclassified to discontinued operations for all periods
presented herein.
F-11
The following is a summary of operating results and certain other directly attributable expenses, including
interest expense, which are included in discontinued operations for the years ended December 31, 2013 and
2012:
Year Ended December 31,
2013
2012
WhiteWave Morningstar
Total WhiteWave Morningstar
Total
(In thousands)
Operations:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . .
$940,431
57,126
(54,306)(1)
$5,919
(28)
11
$946,350
57,098
(54,295)
$2,187,615
152,164
(58,566)
$1,438,371
69,513
(23,832)
$3,625,986
221,677
(82,398)
Net income (loss) . . . . . . . . . . . . . . . . . . . . . .
$
2,820
$ (17)
$
2,803
$
93,598
$
45,681
$ 139,279
(1) The income tax expense attributable to WhiteWave during the year ended December 31, 2013 includes approximately $31.1 million
related to certain deferred intercompany transactions which were recognized upon the completion of the WhiteWave spin-off. Because
these liabilities arose as a direct result of the spin-off of WhiteWave, we have reflected the income statement impact of such liabilities as
a component of discontinued operations.
The following is a summary of directly attributable transaction expenses which are included in discontinued
operations for the years ended December 31, 2013 and 2012:
WhiteWave . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Morningstar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,464
437
$18,835
22,875
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,901
$41,710
Year Ended December 31,
(in thousands)
2013
2012
During the years ended December 31, 2014, 2013 and 2012 we incurred an immaterial amount of expense
related to other transactional activities, which is recorded in general and administrative expenses in our
Consolidated Statements of Operations.
During the year ended December 31, 2014, we recognized net losses from discontinued operations of $0.7
million from the finalization of certain pre-separation tax items related to WhiteWave.
During the year ended December 31, 2014, we recognized net gains on the sale of discontinued operations,
net of tax, of $0.5 million, from favorable taxing authority settlements related to Morningstar and other prior
discontinued operations.
Other Activity in Discontinued Operations
In July 2012, pursuant to a settlement reached with respect to certain contingent obligations that we retained
in connection with the 2006 sale of our Iberian operations, we paid a total of €5.7 million ($7.2 million), which
was inclusive of accrued interest and related fees and expenses, and incurred charges of $2.5 million, net of tax,
which were in addition to amounts we had previously accrued in connection with these contingent obligations.
The additional charges recorded during 2012 were included in gain (loss) on sale of discontinued operations, net
of tax in our Consolidated Statements of Operations.
F-12
4.
INVESTMENT IN AFFILIATES
Sale of Unconsolidated Affiliate and Related Party
Consolidated Container Company — On July 3, 2012, our approximate 25% non-controlling interest, on a
fully diluted basis, in Consolidated Container Company (“CCC”), one of the nation’s largest manufacturers of
rigid plastic containers and our largest supplier of plastic bottles and bottle components, was sold in connection
with Vestar Capital Partners’ sale of the business operations of CCC. Vestar Capital Partners, an unaffiliated
entity, controlled CCC through a majority ownership interest. Prior to the sale, our investment in CCC was
accounted for under the equity method of accounting and had been recorded at zero value since 2001 when we
determined the investment to be permanently impaired. As a result of the sale, we received cash proceeds of
$58.0 million. As the tax basis of our investment in CCC is calculated differently than the carrying value of our
investment, we incurred a cash tax obligation of approximately $90 million, which was paid during fourth quarter
of 2012. During 2012, we recorded a pre-tax gain from the sale of $58.0 million which was recorded in other
operating (income) loss in our Consolidated Statements of Operations and additional income tax expense of
$68.4 million, resulting in a net after-tax loss on the sale of the investment of $10.4 million. We spent $204.1
million on products purchased from CCC during 2012 prior to the sale of our interest on July 3, 2012.
5.
INVENTORIES
Inventories, net of obsolescence reserves of $0.7 million and $0.8 million as of December 31, 2014 and
2013, consisted of the following:
Raw materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$100,587
151,244
$103,023
159,835
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$251,831
$262,858
December 31
2014
2013
(In thousands)
6.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 2014 and 2013 consisted of the following:
December 31
2014
2013
(In thousands)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
174,654
646,098
76,389
1,809,037
34,587
$
181,026
609,907
75,925
1,704,160
56,069
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . .
2,740,765
(1,568,169)
2,627,087
(1,411,040)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,172,596
$ 1,216,047
Depreciation expense amounted to $156.5 million, $161.8 million and $168.4 million during the years
ended December 31, 2014, 2013 and 2012, respectively.
There was no material interest capitalized during the years ended December 31, 2014 and 2013.
See Note 17 for information regarding plant, property and equipment write-downs incurred in conjunction
with our restructuring plans and certain other events.
F-13
7. GOODWILL AND INTANGIBLE ASSETS
Our goodwill and intangible assets have resulted from acquisitions. Upon acquisition, the purchase price is
first allocated to identifiable assets and liabilities, including trademarks and customer-related intangible assets,
with any remaining purchase price recorded as goodwill. Goodwill and trademarks with indefinite lives are not
amortized.
A trademark is determined to have an indefinite life if it has a history of strong sales and cash flow
performance that we expect to continue for the foreseeable future. If these perpetual trademark criteria are not
met, the trademarks are amortized over their expected useful lives. Determining the expected life of a trademark
is based on a number of factors including the competitive environment, trademark history and anticipated future
trademark support.
Amortizable intangible assets are evaluated for impairment upon a significant change in the operating
environment or whenever circumstances indicate that the carrying value may not be recoverable. If an evaluation
of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which
is generally based on discounted future cash flows.
We conduct impairment tests of goodwill and intangible assets with indefinite lives annually in the fourth
quarter and on an interim basis when circumstances arise that indicate a possible impairment. We evaluate
goodwill at the reporting unit level. During the year ended December 31, 2013, we disposed of Morningstar,
WhiteWave and Alpro reporting units and, upon completion of the WhiteWave spin-off, our remaining goodwill
was entirely attributable to our ongoing dairy operations.
In evaluating goodwill for impairment, we are permitted under the accounting guidance to first assess
qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent)
that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not
that the fair value of a resorting unit is less than its carrying value, then we perform a two-step goodwill
impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be
recognized, if any. Under the accounting guidance, we also have an option at any time, to bypass the qualitative
assessment process and perform the two-step impairment test. We elected to do so for our annual impairment test
and, during the fourth quarter of 2014, we performed a step one goodwill impairment analysis.
For purposes of the step one analysis, we estimated the fair value of our reporting unit using both the
income approach that analyzed projected discounted cash flows and a market approach that considered other
comparable companies. Both approaches resulted in fair value estimates greater than our carrying value.
Assumptions used in our valuations were consistent with our internal projections and operating plans, as well as
other factors and assumptions and utilized unobservable inputs (Level 3, as defined in Note 11) and significant
management judgment. Additionally, under the market approach analysis, we used significant other observable
inputs (Level 2, as defined in Note 11) including various peer company comparisons. Changes in these estimates
or assumptions could materially affect the determination of fair value and the conclusions of the step one analysis
for our reporting unit.
Based on the results of the step one analysis, we determined that the carrying value of our reporting unit is
greater than zero and its fair value exceeds the carrying value. Accordingly, we were not required to perform step
two of the impairment analysis. No goodwill impairment charges were recognized in 2014, 2013 and 2012.
As of December 31, 2014,
the gross carrying value of goodwill was $2.2 billion and accumulated
impairment was $2.1 billion. The company took an impairment charge of $2.1 billion in 2011 with no
impairment charges in subsequent years. The net carrying amount of goodwill at December 31, 2014 and 2013
was $86.8 million .
F-14
Based on the results of our evaluation of impairment of our intangible assets with indefinite lives, there was
no impairment charge during 2014. During 2013, as a result of declining volumes and projected future cash flows
related to one of our indefinite-lived trademarks, we recorded an impairment charge of $4.4 million to reduce the
carrying value of the trademark to its estimated fair value. This charge was recorded in the impairment of long-
lived assets line item in our Consolidated Statements of Operations.
We can provide no assurance that we will not have impairment charges in future periods as a result of
changes in our operating results or the assumptions utilized in our impairment tests.
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of
December 31, 2014 and 2013 are as follows:
2014
Gross
Carrying
Amount
Accumulated
Amortization
December 31,
Net
Carrying
Amount
Gross
Carrying
Amount
(In thousands)
2013
Accumulated
Amortization
Net
Carrying
Amount
$221,681
$ — $221,681
$221,681
$ — $221,681
Intangible assets with indefinite lives:
Trademarks(1) . . . . . . . . . . . . . . .
Intangible assets with finite lives:
Customer-related and other(2) . .
Trademarks(3) . . . . . . . . . . . . . . .
49,225
8,096
(31,153)
(5,315)
18,072
2,781
49,225
8,096
(28,575)
(5,002)
20,650
3,094
Total
. . . . . . . . . . . . . . . . . . . . . . . . . .
$279,002
$(36,468)
$242,534
$279,002
$(33,577)
$245,425
(1) As described above, during 2013 we recorded an impairment charge of $4.4 million to reduce the carrying
value of one of our indefinite-lived trademarks to its estimated fair value.
(2) During the first quarter of 2013, we wrote off a favorable lease asset with a net book value of $3.5 million in
connection with our abandonment of the facility to which the favorable lease related. This charge was
recorded in the impairment of long-lived assets line item in our Consolidated Statements of Operations.
(3) During the third quarter of 2013, we wrote off a finite-lived trademark with a gross carrying amount of $1.5
million due to a decline in actual and expected future cash flows as a result of a decision to discontinue sales
under the brand to which the trademark relates.
Amortization expense on intangible assets for the years ended December 31, 2014, 2013 and 2012 was $2.9
million, $3.7 million and $3.9 million, respectively. Estimated aggregate intangible asset amortization expense
for the next five years is as follows:
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2.9 million
2.8 million
2.3 million
2.0 million
2.0 million
F-15
8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of December 31, 2014 and 2013 consisted of the following:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payroll and benefits, including incentive compensation . . . . . . . . . . . . . . . . . .
Health insurance, workers’ compensation and other insurance costs . . . . . . . .
Current derivative liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31
2014
2013
(In thousands)
$533,900
67,480
52,851
4,392
47,658
68,619
$504,745
84,050
49,087
318
41,734
81,354
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$774,900
$761,288
9.
INCOME TAXES
The following table presents the 2014, 2013 and 2012 income tax expense (benefit):
Current income taxes:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31
2014(1)
2013(2)
2012(3)
(In thousands)
$(94,983)
1,255
723
$(52,601)
(9,477)
6
$77,909
18,400
538
Total current income tax expense (benefit) . . . . . . . . . . . . . . .
(93,005)
(62,072)
96,847
Deferred income taxes:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax expense (benefit) . . . . . . . . . . . . . .
54,015
6,894
60,909
15,051
4,696
19,747
(631)
(8,271)
(8,902)
Total income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . .
$(32,096)
$(42,325)
$87,945
(1) Excludes $0.9 million of income tax expense related to discontinued operations.
(2) Excludes $431.0 million of income tax expense related to discontinued operations.
(3) Excludes $80.4 million of income tax expense related to discontinued operations.
The following is a reconciliation of income tax expense (benefit) computed at the U.S. federal statutory tax
rate to income tax expense (benefit) reported in our Consolidated Statements of Operations:
2014
Year Ended December 31
2013
2012
Amount
Percentage
Amount
Percentage
Amount
Percentage
Tax expense at statutory rate . . . . . . . . . . .
State income taxes . . . . . . . . . . . . . . . . . . .
Tax-free disposition of investment . . . . . . .
Uncertain tax positions . . . . . . . . . . . . . . . .
Sale of unconsolidated affiliate . . . . . . . . .
Change in valuation allowances . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(18,299)
2,281
—
(15,451)
—
3,016
(3,643)
(In thousands, except percentages)
35.0% $ 99,062
(2,894)
(4.4)
(145,524)
—
6,106
29.6
(545)
—
(213)
(5.8)
1,683
7.0
35.0% $39,116
6,218
(1.0)
—
(51.4)
2.2
—
40,411
(0.2)
366
(0.1)
1,834
0.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
$(32,096)
61.4% $ (42,325)
(14.9)% $87,945
35.0%
5.6
—
—
36.2
0.3
1.6
78.7%
F-16
The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were:
Deferred income tax assets:
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement plans and postretirement benefits . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables and inventories . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . .
State net operating loss carryforwards . . . . . . . . . . . . . . . . . .
State tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities:
. . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31
2014(1)
2013(2)
(In thousands)
$ 105,029
38,004
16,261
11,155
1,646
35,089
4,748
(13,177)
$ 121,539
24,312
20,468
10,275
283
31,824
3,007
(8,733)
198,755
202,975
(209,168)
(29,612)
(11,299)
(843)
(199,004)
(8,751)
—
(145)
(250,922)
(207,900)
Net deferred income tax asset (liability)
. . . . . . . . . . . . . . . .
$ (52,167)
$
(4,925)
(1)
(2)
Includes $8.0 million of deferred tax assets related to uncertain tax positions.
Includes $7.5 million of deferred tax assets related to uncertain tax positions.
These net deferred income tax assets (liabilities) are classified in our Consolidated Balance Sheets as
follows:
December 31
2014
2013
(In thousands)
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 50,362
35,415
(137,944)
$ 60,143
35,623
(100,691)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (52,167)
$
(4,925)
At December 31, 2014, we had $35.1 million of tax-effected state net operating losses and $4.7 million of
state tax credits available for carryover to future years. These items are subject to certain limitations and begin to
expire in 2015. A valuation allowance of $13.2 million has been established because we do not believe it is more
likely than not that all of the deferred tax assets related to these items will be realized prior to expiration. Our
valuation allowance increased $4.4 million in 2014 for certain state tax credits not expected to be utilized after
the divestiture of Morningstar and for certain state net operating loss carryforwards no longer expected to be
utilized.
F-17
The following is a reconciliation of gross unrecognized tax benefits, including interest, recorded in our
Consolidated Balance Sheets:
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . .
Increases in tax positions for current year
. . . . . . . .
Increases in tax positions for prior years . . . . . . . . .
Decreases in tax positions for prior years . . . . . . . . .
Settlement of tax matters . . . . . . . . . . . . . . . . . . . . .
Lapse of applicable statutes of limitations . . . . . . . .
2014
$ 40,478
—
11,432
(21,194)
(4,203)
(50)
December 31
2013
(In thousands)
$27,734
18,230
2,315
(6,192)
(1,232)
(377)
2012
$29,128
230
5,075
(3,697)
(2,127)
(875)
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 26,463
$40,478
$27,734
These unrecognized tax benefits are classified in our Consolidated Balance Sheets as follows:
December 31
2014
2013
2012
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . .
$
295
26,168
(In thousands)
$ 3,348
37,130
$ 1,427
26,307
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$26,463
$40,478
$27,734
Of the balance at December 31, 2014, $2.2 million would impact our effective tax rate and $16.3 million
would be recorded in discontinued operations, if recognized. The remaining $8.0 million represents tax positions
for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such
deductibility. Due to the impact of deferred income tax accounting, the disallowance of the shorter deductibility
period would not affect our effective tax rate but would accelerate payment of cash to the applicable taxing
authority. We do not expect any material changes to our liability for uncertain tax positions during the next 12
months.
We recognize accrued interest related to uncertain tax positions as a component of income tax expense.
Penalties, if incurred, are recorded in general and administrative expenses in our Consolidated Statements of
Operations. Interest expense recorded in income tax expense for 2014, 2013 and 2012 was immaterial. Our
liability for uncertain tax positions included accrued interest of $1.3 million and $2.0 million at December 31,
2014 and 2013, respectively.
During 2014, the Internal Revenue Service (“IRS”) officially closed their examination of our 2007 through
2011 U.S. consolidated income tax returns after receiving approval by the U.S. Congressional Joint Committee
on Taxation. Our 2012 through 2014 U.S. consolidated income tax returns remain open for examination by the
IRS. State income tax returns are generally subject to examination for a period of three to five years after filing.
We have various state income tax returns in the process of examination, appeals or settlement.
F-18
10. DEBT
Dean Foods Company debt obligations:
Senior secured credit facility . . . . . . . . . . . . . . . .
Senior notes due 2016 . . . . . . . . . . . . . . . . . . . . .
Senior notes due 2018 . . . . . . . . . . . . . . . . . . . . .
Subsidiary debt obligations:
Senior notes due 2017 . . . . . . . . . . . . . . . . . . . . .
Receivables-backed facility . . . . . . . . . . . . . . . . .
Capital lease and other . . . . . . . . . . . . . . . . . . . . .
Less current portion . . . . . . . . . . . . . . . . . . .
December 31, 2014
December 31, 2013
Amount
Outstanding
Interest
Rate
Amount
Outstanding
Interest
Rate
(In thousands, except percentages)
$ 70,301
475,819
—
546,120
134,913
235,000
1,146
371,059
917,179
(698)
2.93%* $ 50,250
475,579
7.00
23,812
—
1.67%*
7.00
9.75
6.90
1.30
—
6.90
1.19
—
549,641
132,808
213,000
1,813
347,621
897,262
(698)
Total long-term portion . . . . . . . . . . . .
$916,481
$896,564
*
Represents a weighted average rate, including applicable interest rate margins.
The scheduled maturities of long-term debt at December 31, 2014, were as follows (in thousands):
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
$
698
476,636
377,000
70,301
—
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
924,635
(7,456)
Total outstanding debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$917,179
Senior Secured Credit Facility — In July 2013, we executed a credit agreement pursuant to which the
lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million.
The credit agreement was amended in June 2014 and further amended in August 2014. Under the agreement, as
amended, we have the right to request an increase of the aggregate commitment under the credit facility, and to
request incremental term loans or increased revolver commitments of, up to $500 million without the consent of
any lenders not participating in such increase, subject to specified conditions. The proceeds of the credit facility
are used to finance our working capital needs and for general corporate purposes of us and our subsidiaries. The
senior secured credit facility is available for the issuance of up to $200 million of letters of credit and up to $150
million of swing line loans. The facility will terminate on July 2, 2018.
In connection with the amendment entered into in August 2014, the Company paid certain consent and
arrangement fees of approximately $1.0 million to lenders and other fees, which were capitalized and will be
amortized to interest expense over the remaining term of the facility. During the third quarter of 2013, we
incurred approximately $6 million of fees in connection with the execution of the new senior secured credit
facility, which were capitalized and will be amortized to interest expense over the five-year term of the facility.
F-19
Loans outstanding under the senior secured credit facility bear interest, at our election, at either the Adjusted
LIBO Rate (as defined in the credit agreement) plus a margin of between 1.25% and 2.75% (2.75% as of
December 31, 2014) based on the leverage ratio (as defined in the credit agreement), or the Alternate Base Rate
(as defined in the credit agreement) plus a margin of between 0.25% and 1.75% (1.75% as of December 31,
2014) based on the leverage ratio. We are permitted to make optional prepayments of the loans, in whole or in
part, without premium or penalty (other than applicable LIBOR breakage costs). Subject to certain exceptions
and conditions described in the credit agreement, we are obligated to prepay the credit facility, but without a
corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty and
insurance proceeds.
The senior secured credit facility is guaranteed by our existing and future domestic material restricted
subsidiaries (as defined in the credit agreement), which are substantially all of our wholly-owned U.S.
subsidiaries other than our receivables securitization subsidiaries. The facility is secured by a first priority
perfected security interest in substantially all of the personal property of us and our guarantors, whether
consisting of tangible or intangible property, including a pledge of, and a perfected security interest in, (i) all of
the shares of capital stock of the guarantors and (ii) 65% of our or any guarantor’s first-tier foreign subsidiaries
which are material restricted subsidiaries, in each case subject to certain exceptions as set forth in the credit
agreement. The collateral does not include any real property, the capital stock and any assets of any unrestricted
subsidiary, or any capital stock of any direct or indirect subsidiary of our wholly-owned subsidiary Dean Holding
Company (“Legacy Dean”) which owns any real property.
Under the senior secured credit facility, as amended, we are required to comply with (a) a maximum
consolidated net leverage ratio of 5.25x for each fiscal quarter ending on or prior to December 31, 2014; 5.00x
for each fiscal quarter ending on or prior to March 31, 2015; 4.50x for each fiscal quarter ending on or prior to
June 30, 2015; and 4.00x for each fiscal quarter ending thereafter; (b) a senior secured net leverage ratio not to
exceed 2.50x; and (c) a minimum consolidated interest coverage ratio of 3.00x, in each case, as defined under
and calculated in accordance with the terms of the agreements governing our senior secured credit facility and
our receivables-backed facility.
The credit agreement governing the senior secured credit facility contains customary representations,
warranties and covenants, including but not limited to specified restrictions on indebtedness, liens, guarantee
obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment
of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale
and leaseback transactions, as well as the financial covenants described below. The credit agreement also
contains customary events of default and related cure provisions. There are no restrictions on the payment of
dividends when our leverage ratio is below 3.25x on a pro forma basis. The credit agreement also contains
customary events of default and related cure provisions.
At December 31, 2014, there were outstanding borrowings of $70.3 million under the senior secured
revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the
year ended December 31, 2014 was $52.1 million. There were no letters of credit issued under the senior secured
revolving credit facility as of December 31, 2014.
Prior Amended & Restated Senior Secured Credit Facility (Terminated Effective July 2, 2013) — In July
2013, we terminated our prior credit facility, as amended, and executed a new senior secured credit facility. Our
prior credit facility consisted of an original combination of a $1.5 billion five-year revolving credit facility, a
$1.5 billion five-year term loan A and a $1.8 billion seven-year term loan B.
In October 2012, we used the combined proceeds we received from the WhiteWave IPO and WhiteWave’s
initial borrowings under its senior secured credit facilities described in Note 10 to the Consolidated Financial
Statements included in our 2012 Annual Report on Form 10-K to repay in full the then-outstanding $480 million
aggregate principal amount of our 2014 Tranche A term loan and the then-outstanding $675 million aggregate
F-20
principal amount of our outstanding 2014 Tranche B term loan. Additionally, as discussed in Note 3, on
January 3, 2013, we completed the sale of Morningstar and received net proceeds of approximately $1.45 billion,
a portion of which was used for the full repayment of $480 million in outstanding 2016 Tranche B term loan
borrowings, $547 million in outstanding 2017 Tranche B term loan borrowings and $265 million in revolver
borrowings outstanding as of December 31, 2012. As a result of these principal repayments, we wrote off $1.5
million in previously deferred financing costs related to the prior credit facility during the first quarter of 2013.
The prior credit facility was available for the issuance of up to $350 million of letters of credit and up to
$150 million of swing line loans. The prior credit facility was secured by liens on substantially all of our
domestic assets, including the assets of our domestic subsidiaries, but excluding the capital stock of subsidiaries
of Legacy Dean, the real property owned by Legacy Dean and its subsidiaries, and accounts receivable associated
with the receivables-backed facility. The credit agreement governing our prior credit facility contained standard
default triggers, including without limitation: failure to maintain compliance with the financial and other
covenants contained in the credit agreement, default on certain of our other debt, a change in control and certain
other material adverse changes in our business. The prior credit agreement did not contain any requirements to
maintain specific credit rating levels.
During the third quarter of 2013, as a result of the termination of our prior credit agreement and the
extinguishment of the related debt, we wrote off $5.4 million in previously deferred financing costs associated
with the prior credit facility.
Short Term Credit Facility and Debt-for-Equity Exchange Agreement — As discussed in Note 2, on July 11,
2013, in connection with the anticipated monetization of our remaining shares of WhiteWave’s Class A common
stock, we entered into a loan agreement with certain lenders, pursuant to which we were provided with two term
loans in an aggregate principal amount of $626.8 million, consisting of a $545 million term loan required to be
repaid no later than August 12, 2013, and an $81.8 million term loan required to be repaid no later than
September 9, 2013. We used the proceeds from the credit facility for general corporate purposes. Loans
outstanding under the short-term credit facility bore interest at the Adjusted LIBO Rate (as defined in the loan
agreement) plus a margin of 2.50%. We were permitted to make optional prepayments of the loans, in whole or
in part, without premium or penalty (other than any applicable LIBOR breakage costs).
The credit facility was unsecured and was guaranteed by our existing and future domestic material restricted
subsidiaries (as defined in the loan agreement), which are substantially all of our wholly-owned U.S. subsidiaries
other than our receivables securitization subsidiaries. The loan agreement contained certain representations,
warranties and covenants, including, but not limited to specified restrictions on acquisitions and payment of
dividends, as well as maintenance of certain liquidity levels. The loan agreement also contained customary
events of default and related cure provisions. We were required to comply with a maximum consolidated net
leverage ratio initially set at 4.00x and a minimum consolidated interest coverage ratio set at 3.00x.
As disclosed in Note 2, on July 25, 2013, we announced the closing of a secondary public offering of
34.4 million shares of Class A common stock of WhiteWave owned by us at a public offering price of $17.75 per
share. Immediately prior to the closing of the offering, we exchanged our shares of WhiteWave Class A common
stock for $589.2 million of the two term loans, which loans were held by two of the underwriters in the offering.
Following the closing of the debt-for-equity exchange, we repaid the non-exchanged balance of the two term
loans in full and terminated the loan agreement.
Dean Foods Receivables-Backed Facility — We have a $550 million receivables securitization facility
pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended
to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper
conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully
reflected in our Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting
purposes. In June 2014, the receivables-backed facility was modified to, among other things, increase the amount
F-21
available for the issuance of letters of credit from $300 million to $350 million and to extend the liquidity
termination date from March 2015 to June 2017. The receivables-backed facility was further amended in August
2014 to be consistent with the amended financial covenants under the credit agreement governing the senior
secured credit facility.
Based on the monthly borrowing base formula, we had the ability to borrow up to $550 million of the total
commitment amount under the receivables-backed facility as of December 31, 2014. The total amount of
receivables sold to these entities as of December 31, 2014 was $685.5 million. During the year ended
December 31, 2014 we borrowed $2.7 billion and subsequently repaid $2.6 billion under the facility with a
remaining drawn balance of $235.0 million as of December 31, 2014. Excluding letters of credit in the aggregate
amount of $163.8 million, the remaining available borrowing capacity was $151.2 million at December 31, 2014.
Our average daily balance under this facility during the year ended December 31, 2014 was $249.6 million. The
receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBOR
rates plus an applicable margin.
On July 2, 2013, we amended our receivables purchase agreement to implement certain modifications in
connection with the senior secured credit facility described above. On October 7, 2013, we further amended our
receivables purchase agreement to, among other things, conform the financial covenants and related definitions
to those in our senior secured credit facility.
Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we
entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the
amount of $80 million, representing the approximate subsequent payments due under the terms of the settlement
agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four
installment payments. We made installment payments in June of 2014 and 2013. As of December 31, 2014, the
letter of credit had been reduced to $37.7 million.
We are currently in compliance with all covenants under our credit agreements.
Dean Foods Company Senior Notes due 2018 — On December 16, 2010, we issued $400 million aggregate
principal amount of 9.75% senior unsecured notes in a private placement to qualified institutional buyers and in
offshore transactions, and on August 3, 2011, we exchanged $400 million of the senior notes for new notes that
are registered under the Securities Act and do not have restrictions on transfer, rights to special interest or
registration rights. These notes are our senior unsecured obligations and mature on December 15, 2018 with
interest payable on June 15 and December 15 of each year. The indenture under which we issued the senior notes
due 2018 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. During the fourth quarter of 2013, we retired $376.2 million
principal amount of these notes pursuant to a cash redemption offer, described more fully below. During the
fourth quarter of 2014, we retired the remaining $23.8 million of principal amount of the senior notes due 2018
pursuant to the cash redemption offer described more fully below. The carrying value of the remaining notes
outstanding at December 31, 2014 was zero.
Dean Foods Company Senior Notes due 2016 — In 2006, we issued $500 million aggregate principal
amount of 7.00% senior unsecured notes. The senior unsecured notes mature in June 2016, and interest is payable
on June 1 and December 1 of each year. The indenture under which we issued the senior notes due 2016 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. During the fourth quarter of 2013, we retired $23.8 million of principal amount of
the senior notes due 2016 pursuant to a cash tender offer, described more fully below. The carrying value of the
remaining notes outstanding at December 31, 2014 was $475.8 million.
F-22
Redemption of Dean Foods Company Senior Notes due 2018 — In December 2014, we completed the
redemption of our remaining outstanding Senior Notes due 2018. We redeemed the entire $24 million
outstanding principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of
the notes redeemed, plus accrued and unpaid interest, or approximately $26.1 million in total. As a result of the
redemption, we recorded a $1.4 million pre-tax loss on early extinguishment of debt in the fourth quarter of
2014, which consisted of debt redemption premiums of $1.2 million and a write-off of unamortized debt issue
costs of $0.2 million. The loss was recorded in the loss on early retirement of debt line in our Consolidated
Statements of Operations. The redemption was financed with borrowings under our senior secured credit facility.
Cash Tender Offer on Dean Foods Company Senior Notes due 2018 and 2016 — On November 12, 2013,
we announced that we had commenced a cash tender offer for up to $400 million combined aggregate principal
amount of our Senior Notes due 2018 and Senior Notes due 2016, with priority given to the Senior Notes due
2018, and a consent solicitation to amend the indenture related to our Senior Notes due 2018. The transaction
closed during the fourth quarter of 2013, and we purchased $376.2 million aggregate principal amount of the
Senior Notes due 2018, which included a premium of approximately $54 million, and $23.8 million aggregate
principal amount of the Senior Notes due 2016, which included a premium of approximately $3 million. The
tender offer was financed with cash on hand and borrowings under our senior secured credit facility. As a result
of the tender offer, we recorded a $63.3 million pre-tax loss on early extinguishment of debt ($38.7 million, net
of tax) in the fourth quarter of 2013, which consisted of debt tender premiums of $57.2 million, a write-off of
unamortized debt issue costs of $5.5 million, and other direct costs associated with the tender offer of $0.6
million. The loss was recorded in the loss on early retirement of debt line in our Consolidated Statements of
Operations.
Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its
acquisition, of which one series ($142 million aggregate principal amount) remains outstanding with a maturity
date of October 15, 2017. The carrying value of these notes at December 31, 2014 was $134.9 million at 6.90%
interest. The indenture governing the Legacy Dean senior notes does not contain financial covenants but does
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 Legacy Dean senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s
wholly-owned subsidiaries.
See Note 11 for information regarding the fair value of the senior notes due 2016 and senior notes due 2018
and the subsidiary senior notes due 2017 as of December 31, 2014 and 2013.
With regard to our overall capital structure, during the first half of 2015, subject to market conditions and
the receipt of appropriate approvals, we intend to optimize our liquidity and strengthen our financial position by
opportunistically refinancing, or otherwise addressing, certain of our existing long-term debt, including our 7.0%
senior notes due June 2016. We have initiated discussions with a number of our lenders with respect to the key
terms and structure of new liquidity facilities, which may include providing additional collateral to lenders under
our revolving credit facility. We would look to extend maturities on both our revolving and receivables facilities
and also better align our covenants structure with our long-term strategic and operational goals. The specific
timing, structure, and terms of such refinancing transactions have not yet been finalized. In addition, there is no
guarantee that we will be able to refinance the facilities on the expected terms or at all.
Capital Lease Obligations and Other — Capital lease obligations as of December 31, 2014 were comprised
of a lease for land and building related to one of our production facilities. See Note 19.
Interest Rate Agreements — As of December 31, 2014, there were no interest rate swap agreements in
effect. See Note 11 for information related to interest rate swap arrangements associated with our debt
obligations that existed prior to the extinguishment of such obligations during 2013.
F-23
Guarantor Information — The 2016 senior notes described above are our unsecured obligations and, except as
described below, are fully and unconditionally, jointly and severally guaranteed by substantially all of our 100%-
owned U.S. subsidiaries other
receivables securitization subsidiaries. The following condensed
consolidating financial statements present the financial position, results of operations and cash flows of Dean Foods
Company (“Parent”), the 100%-owned subsidiary guarantors of the senior notes and, separately, the combined
results of the 100%-owned subsidiaries that are not a party to the guarantees. The 100%-owned non-guarantor
subsidiaries reflect certain foreign and other operations, in addition to our receivables securitization subsidiaries.
than our
Upon completion of the WhiteWave IPO discussed in Note 2, WhiteWave and its wholly-owned domestic
subsidiaries were released from their obligations as guarantors for the 2016 senior notes. Additionally, effective
upon completion of the Morningstar sale on January 3, 2013, Morningstar and its subsidiaries were no longer
parties to the guarantees. Therefore, the activity and balances allocated to discontinued operations related to
in the tables below for all periods presented to include
WhiteWave and Morningstar have been recast
Morningstar and its subsidiaries and WhiteWave and its subsidiaries in the non-guarantor column as these parties
are no longer guarantors of the 2016 senior notes.
Condensed Consolidating Balance Sheet as of December 31, 2014
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
(In thousands)
Eliminations
Consolidated
Totals
ASSETS
Current assets:
$
Cash and cash equivalents . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . .
Intercompany receivables . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . .
Property, plant and equipment, net . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible and other assets,
(1,341) $
1,484
57,105
—
—
2,004
7,026
76,446
7,338
251,831
5,819,460
97,593
59,252
—
—
6,259,694
1,172,575
86,841
net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . .
81,531
6,637,085
248,600
51,977
$ 10,677
669,700
—
—
—
197
680,574
21
—
8
—
$
— $
—
—
—
(5,819,460)
—
16,362
747,630
64,443
251,831
—
99,794
(5,819,460)
1,180,060
— 1,172,596
86,841
—
—
(6,689,062)
330,139
—
Total
. . . . . . . . . . . . . . . . . . . . . .
$6,777,868
$7,819,687
$680,603
$(12,508,522) $2,769,636
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities:
Accounts payable and accrued
expenses . . . . . . . . . . . . . . . . . . . . .
Intercompany payables . . . . . . . . . . . .
Current portion of debt
. . . . . . . . . . . .
Current portion of litigation
$
61,416
5,425,360
—
$ 714,054
—
698
settlements . . . . . . . . . . . . . . . . . . . .
18,853
—
$
67
393,463
$
—
—
(5,818,823)
(637) $ 774,900
—
698
—
—
18,853
Total current liabilities . . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . .
Long-term litigation settlements . . . . . . . . .
Stockholders’ equity . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Total
5,505,629
546,120
81,677
17,124
627,318
$6,777,868
714,752
135,361
332,489
—
6,637,085
$7,819,687
393,530
235,000
96
—
51,977
$680,603
F-24
(5,819,460)
794,451
916,481
414,262
17,124
627,318
$(12,508,522) $2,769,636
(6,689,062)
—
—
—
Condensed Consolidating Balance Sheet as of December 31, 2013
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
(In thousands)
Eliminations
Consolidated
Totals
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . .
Intercompany receivables . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . .
$ (12,289) $
1,932
10,374
—
—
6,944
17,433
72,660
5,541
262,858
5,728,284
95,927
$
$ 11,618
677,642
—
—
—
—
—
—
(1)
58
(5,728,283)
—
$
16,762
752,234
15,915
262,858
—
102,929
Total current assets . . . . . . . . . . .
Property, plant and equipment, net . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible and other assets,
6,961
—
—
6,182,703
1,215,888
86,841
689,317
159
—
(5,728,283)
1,150,698
— 1,216,047
86,841
—
net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . .
90,269
6,633,000
258,109
72,345
81
—
—
(6,705,345)
348,459
—
Total
. . . . . . . . . . . . . . . . . .
$6,730,230
$7,815,886
$689,557
$(12,433,628) $2,802,045
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities:
Accounts payable and accrued
expenses . . . . . . . . . . . . . . . . . . . . .
Intercompany payables . . . . . . . . . . . .
Current portion of debt
. . . . . . . . . . . .
Current portion of litigation
$
47,284
5,304,051
—
$ 713,625
—
698
settlements . . . . . . . . . . . . . . . . . . . .
19,101
—
Total current liabilities . . . . . . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . .
Long-term litigation settlements . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . .
5,370,436
549,641
59,764
36,074
714,315
714,323
133,923
314,149
—
6,653,491
$
554
424,057
$
—
—
424,611
213,000
92
—
51,854
(5,728,108)
(175) $ 761,288
—
698
—
—
(5,728,283)
—
—
—
(6,705,345)
19,101
781,087
896,564
374,005
36,074
714,315
Total
. . . . . . . . . . . . . . . . . .
$6,730,230
$7,815,886
$689,557
$(12,433,628) $2,802,045
F-25
Condensed Consolidating Statement of Comprehensive Income (Loss) for
the Year Ended December 31, 2014
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Consolidated
Totals
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ — $9,490,049
7,819,276
—
(In thousands)
$13,147
10,457
$ —
—
$9,503,196
7,829,733
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and distribution . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . .
Amortization of intangibles . . . . . . . . . . . .
Facility closing and reorganization costs . .
Litigation settlement . . . . . . . . . . . . . . . . . .
Impairment of long-lived assets . . . . . . . . .
Other operating loss . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . .
Loss on early retirement of debt . . . . . . . . .
Other (income) expense, net . . . . . . . . . . . .
Loss from continuing operations before income
taxes and equity in earnings (loss) of
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense benefit . . . . . . . . . . . . . . . . .
Income (loss) before equity in earnings (loss) of
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings (loss) of consolidated
—
—
2,383
—
—
(2,521)
—
—
43,333
1,437
(2,400)
1,670,773
1,353,810
284,434
2,889
4,460
—
20,820
(4,535)
11,855
—
3,589
2,690
1,243
1,927
—
—
—
—
—
5,831
—
(2,809)
(42,232)
(15,290)
(6,549)
(15,166)
(3,502)
(1,640)
(26,942)
8,617
(1,862)
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,158
(1,953)
—
Income (loss) from continuing operations . . . . .
Income (loss) from discontinued operations, net
of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of discontinued operations, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss, net of tax,
(20,784)
6,664
(1,862)
—
488
332
—
(984)
55
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(4,205)
(4,205)
—
—
1,673,463
1,355,053
288,744
2,889
4,460
(2,521)
20,820
(4,535)
61,019
1,437
(1,620)
(52,283)
(32,096)
(20,187)
—
(20,187)
(652)
543
(20,296)
6,996
(2,791)
(4,205)
(20,296)
attributable to Dean Foods Company . . . . . . .
(25,424)
(1,567)
(802)
—
(27,793)
Comprehensive income (loss) attributable to
Dean Foods Company . . . . . . . . . . . . . . . . . . .
$(45,720) $
5,429
$ (3,593)
$(4,205)
$ (48,089)
F-26
Condensed Consolidating Statement of Comprehensive Income (Loss) for
the Year Ended December 31, 2013
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Consolidated
Totals
(In thousands)
$ 13,449
9,749
$
— $9,016,321
7,161,734
—
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
— $9,002,872
7,151,985
—
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and distribution . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . .
Amortization of intangibles . . . . . . . . . . .
Facility closing and reorganization
—
—
2,301
—
1,850,887
1,336,319
306,367
3,669
costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlement . . . . . . . . . . . . . . . . .
Impairment of long-lived assets . . . . . . . .
Other operating loss . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . .
Loss on early retirement of debt . . . . . . . .
Gain on disposition of WhiteWave
—
(1,019)
—
290
184,472
63,387
common stock . . . . . . . . . . . . . . . . . . . .
Other (income) expense, net . . . . . . . . . . .
(415,783)
(2,300)
27,008
—
40,027
2,204
11,945
—
—
3,269
3,700
1,426
1,785
—
—
—
3,414
—
4,141
—
—
(1,369)
Income (loss) from continuing operations
before income taxes and equity in earnings
(loss) of subsidiaries . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) . . . . . . . . . . . . . .
Income (loss) before equity in earnings (loss)
168,652
(99,908)
120,079
61,829
(5,697)
(4,246)
of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .
268,560
58,250
(1,451)
Equity in earnings (loss) of consolidated
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,854,587
1,337,745
310,453
3,669
27,008
(1,019)
43,441
2,494
200,558
63,387
(415,783)
(400)
283,034
(42,325)
325,359
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . .
544,618
(2,035)
—
(542,583)
—
813,178
56,215
(1,451)
(542,583)
325,359
Income (loss) from continuing operations . . . .
Income from discontinued operations, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on sale of discontinued operations,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss attributable to non-controlling
813,178
—
2,803
491,200
547,415
(5)
1,347
(542,583)
—
—
2,803
491,195
819,357
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(6,179)
—
(6,179)
Net income (loss) attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax,
attributable to Dean Foods Company . . . . . .
Comprehensive income (loss) attributable to
813,178
547,415
(4,832)
(542,583)
813,178
100,488
4,204
(8,323)
—
96,369
Dean Foods Company . . . . . . . . . . . . . . . . . .
$ 913,666
$ 551,619
$(13,155)
$(542,583) $ 909,547
F-27
Condensed Consolidating Statement of Comprehensive Income for
the Year Ended December 31, 2012
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Consolidated
Totals
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
— $9,262,725
7,170,595
—
(In thousands)
$ 11,937
8,808
$
— $9,274,662
7,179,403
—
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and distribution . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . .
Amortization of intangibles . . . . . . . . . . .
Facility closing and reorganization
—
—
8,847
—
2,092,130
1,418,615
402,518
3,758
3,129
916
1,592
—
costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating (income) loss . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . .
Other (income) expense, net . . . . . . . . . . .
—
574
131,714
(8,163)
55,787
—
11,744
(44,551)
—
(58,033)
7,131
51,050
Income (loss) from continuing operations
before income taxes and equity in loss of
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) . . . . . . . . . . . . . .
Income (loss) before equity in earnings (loss)
(132,972)
(46,699)
244,259
94,725
473
39,919
of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .
(86,273)
149,534
(39,446)
Equity in earnings (loss) of consolidated
—
—
—
—
—
—
—
—
—
—
—
2,095,259
1,419,531
412,957
3,758
55,787
(57,459)
150,589
(1,664)
111,760
87,945
23,815
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . .
247,355
(1,759)
—
(245,596)
—
Income (loss) from continuing operations . . . .
Income from discontinued operations, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on sale of discontinued operations,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss attributable to non-controlling
161,082
147,775
(39,446)
(245,596)
23,815
—
(2,460)
—
—
139,279
407
—
—
139,279
(2,053)
158,622
147,775
100,240
(245,596)
161,041
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(2,419)
—
(2,419)
Net income attributable to Dean Foods
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax,
attributable to Dean Foods Company . . . . . .
Comprehensive income attributable to Dean
158,622
147,775
97,821
(245,596)
158,622
2,002
(1,495)
7,960
—
8,467
Foods Company . . . . . . . . . . . . . . . . . . . . . .
$ 160,624
$ 146,280
$105,781
$(245,596) $ 167,089
F-28
Condensed Consolidating Statement of Cash Flows for
the Year Ended December 31, 2014
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidated
Totals
(In thousands)
(60,367)
206,982
6,331
152,946
—
—
—
(149,421)
27,629
(121,792)
—
—
—
Cash flows from operating activities:
Net cash provided by (used in) operating activities . . . . .
Cash flows from investing activities:
Payments for property, plant and equipment . . . . . .
Proceeds from sale of fixed assets . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
(149,421)
27,629
(121,792)
(668)
(23,812)
(1,161)
2,277,297
(2,257,246)
2,656,000
(2,634,000)
(25,000)
(26,232)
(3,287)
7,861
360
—
. . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt
. . . . . . . . . . . . . . . . . . . . . .
Early retirement of debt
Premiums paid on early retirement of debt
. . . . . . .
Proceeds from senior secured revolver . . . . . . . . . . .
Payments for senior secured revolver . . . . . . . . . . . .
Proceeds from receivables-backed facility . . . . . . . .
Payments for receivables-backed facility . . . . . . . . .
Common stock repurchase . . . . . . . . . . . . . . . . . . . .
Cash dividend paid . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of financing costs . . . . . . . . . . . . . . . . . . . .
Issuance of common stock, net of share repurchases
for withholding taxes . . . . . . . . . . . . . . . . . . . . . .
Tax savings on share-based compensation . . . . . . . .
Net change in intercompany balances . . . . . . . . . . .
—
(23,812)
(1,161)
2,277,297
(2,257,246)
—
—
(25,000)
(26,232)
(1,552)
(668)
—
—
—
—
—
—
—
—
—
7,861
360
120,800
—
—
(94,929)
—
—
—
—
—
2,656,000
(2,634,000)
—
—
(1,735)
—
—
(25,871)
Net cash provided by (used in) financing activities . . . . .
Effect of exchange rate changes on cash and cash
71,315
(95,597)
(5,606)
(29,888)
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Increase (decrease) in cash and cash equivalents . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . .
10,948
(12,289)
(10,407)
17,433
(1,666)
(941)
11,618
(1,666)
(400)
16,762
Cash and cash equivalents, end of period . . . . . . . . . . . . .
$
(1,341) $
7,026
$
10,677
$
16,362
F-29
Condensed Consolidating Statement of Cash Flows for
the Year Ended December 31, 2013
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidated
Totals
(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities —
continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (550,566) $ 161,706
$ 58,133
$ (330,727)
Net cash provided by operating activities — discontinued
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Net cash provided by (used in) operating activities . . . . . .
Cash flows from investing activities:
. . . . . . .
Payments for property, plant and equipment
Proceeds from sale of fixed assets . . . . . . . . . . . . . . .
Net cash used in investing activities — continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities —
(550,566)
161,706
—
—
—
(175,163)
9,940
(165,223)
14,086
72,219
—
—
—
14,086
(316,641)
(175,163)
9,940
(165,223)
discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . .
1,441,322
—
(37,828)
1,403,494
Net cash provided by (used in) investing activities . . . . . .
Cash flows from financing activities:
1,441,322
(165,223)
(37,828)
1,238,271
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Early retirement of debt
. . . . . . . . . . . . . . . . . . . . . . .
Premiums paid on early retirement of debt . . . . . . . . .
Proceeds from senior secured revolver . . . . . . . . . . . .
Payments for senior secured revolver . . . . . . . . . . . . .
Proceeds from receivables-backed facility . . . . . . . . .
Payments for receivables-backed facility . . . . . . . . . .
Proceeds from short-term credit facility . . . . . . . . . . .
Payments for short-term credit facility . . . . . . . . . . . .
Payment of financing costs . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock, net of share repurchases
for withholding taxes . . . . . . . . . . . . . . . . . . . . . . . .
Tax savings on share-based compensation . . . . . . . . .
Net change in intercompany balances . . . . . . . . . . . . .
(1,027,198)
(400,000)
(57,243)
1,043,700
(1,258,450)
—
—
626,750
(37,521)
(6,197)
23,481
1,954
172,437
(218)
—
—
—
—
—
—
—
—
—
—
—
21,166
—
—
—
—
—
908,000
(695,000)
—
—
—
—
—
(193,603)
(1,027,416)
(400,000)
(57,243)
1,043,700
(1,258,450)
908,000
(695,000)
626,750
(37,521)
(6,197)
23,481
1,954
—
Net cash provided by (used in) financing activities —
continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
(918,287)
20,948
19,397
(877,942)
Net cash used in financing activities — discontinued
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(51,584)
(51,584)
Net cash provided by (used in) financing activities . . . . . .
Effect of exchange rate changes on cash and cash
(918,287)
20,948
(32,187)
(929,526)
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Increase (decrease) in cash and cash equivalents . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . . . .
(27,531)
15,242
2
17,433
—
(1)
2,203
9,415
1
(7,895)
24,657
Cash and cash equivalents, end of period . . . . . . . . . . . . . .
$
(12,289) $ 17,433
$ 11,618
$
16,762
F-30
Condensed Consolidating Statement of Cash Flows for
the Year Ended December 31, 2012
Parent
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
(In thousands)
Eliminations
Consolidated
Totals
Cash flows from operating activities:
Net cash provided by (used in) operating
activities — continuing operations . . . . . . . .
$
(88,002) $ 304,686
$
(11,805) $
— $
204,879
Net cash provided by operating activities —
discontinued operations . . . . . . . . . . . . . . . .
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities: . . . . . . . .
Payments for property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from intercompany note . . . . . .
Proceeds from insurance and other
recoveries . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from dividend . . . . . . . . . . . . . .
Proceeds from divestitures . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of fixed assets . . . . . .
Net cash provided by (used in) investing
—
—
277,539
(88,002)
304,686
265,734
(1,564)
1,155,000
(122,328)
—
3,075
—
—
—
—
—
—
58,034
(253)
12,962
—
—
—
70,000
—
—
—
—
—
—
(1,155,000)
—
(70,000)
—
—
—
277,539
482,418
(123,892)
—
3,075
—
58,034
(253)
12,962
activities — continuing operations . . . . . . . .
1,156,511
(51,585)
70,000
(1,225,000)
(50,074)
Net cash used in investing activities —
discontinued operations . . . . . . . . . . . . . . . .
—
—
(124,104)
—
(124,104)
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,156,511
(51,585)
(54,104)
(1,225,000)
(174,178)
Cash flows from financing activities:
Repayments of debt . . . . . . . . . . . . . . . . . .
Proceeds from senior secured revolver . . .
Payments for senior secured revolver . . . .
Proceeds from receivables-backed
facility . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for receivables-backed
facility . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of intercompany note . . . . . . .
Payment of intercompany dividend . . . . .
Issuance of common stock, net of share
repurchases for withholding taxes . . . .
Tax savings on share-based
compensation . . . . . . . . . . . . . . . . . . . .
Net change in intercompany balances . . . .
(1,350,263)
2,481,800
(2,316,500)
—
—
—
—
6,434
571
121,630
(12)
—
—
—
—
—
—
—
—
(259,797)
—
—
—
2,683,816
—
—
—
—
(2,906,311)
(1,155,000)
(70,000)
—
1,155,000
70,000
—
—
138,167
—
—
—
(1,350,275)
2,481,800
(2,316,500)
2,683,816
(2,906,311)
—
—
6,434
571
—
Net cash used in financing activities —
continuing operations . . . . . . . . . . . . . . . . . .
(1,056,328)
(259,809)
(1,309,328)
1,225,000
(1,400,465)
Net cash provided by financing activities —
discontinued operations . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . .
Effect of exchange rate changes on cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . .
12,181
(6,708)
Cash and cash equivalents, beginning of
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of period . . . . .
$
3,061
15,242
6,708
$
— $
F-31
—
—
(1,056,328)
(259,809)
1,098,002
(211,326)
—
1,225,000
1,098,002
(302,463)
—
—
733
1,037
8,378
9,415
—
—
—
— $
$
733
6,510
18,147
24,657
11. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Derivative Financial Instruments
Commodities — We are exposed to commodity price fluctuations, including milk, butterfat, sweeteners and
other commodity costs used in the manufacturing, packaging and distribution of our products, such as natural
gas, resin and diesel fuel. To secure adequate supplies of materials and bring greater stability to the cost of
ingredients and their related manufacturing, packaging and distribution, we routinely enter into forward purchase
contracts and other purchase arrangements with suppliers. Under the forward purchase contracts, we commit to
purchasing agreed-upon quantities of ingredients and commodities at agreed-upon prices at specified future
dates. The outstanding purchase commitment for these commodities at any point in time typically ranges from
one month’s to one year’s anticipated requirements, depending on the ingredient or commodity. These contracts
are considered normal purchases.
In addition to entering into forward purchase contracts, from time to time we may purchase over-the-counter
contracts from our qualified banking partners or enter into exchange-traded commodity futures contracts for raw
materials that are ingredients of our products or components of such ingredients. Effective January 1, 2014, we
have de-designated all open commodity derivative positions that were previously designated as cash flow hedges.
During the first quarter of 2014, we reclassified $0.2 million, net of tax, of hedging activity related to these
commodities contracts from accumulated other comprehensive income into operating income. All commodities
contracts are now marked to market in our income statement at each reporting period and a derivative asset or
liability is recorded on our balance sheet.
Although we may utilize forward purchase contracts and other instruments to mitigate the risks related to
commodity price fluctuation, such strategies do not fully mitigate commodity price risk. Adverse movements in
commodity prices over the terms of the contracts or instruments could decrease the economic benefits we derive
from these strategies.
Interest Rates — We have historically entered into interest rate swap agreements that were 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 provided
hedges for interest on our prior senior secured credit facility by fixing the LIBOR component of interest rates
specified in our prior credit facility at the interest rates specified in the interest rate swap agreements until the
indicated expiration dates of these interest rate swap agreements. For the reasons described below, as of
December 31, 2014, we no longer had any interest rate swaps outstanding.
As disclosed in Note 3, in January 2013, we completed the sale of Morningstar and used a portion of the
proceeds to repay debt. As a result of these repayments, we determined that we no longer had sufficient levels of
variable rate debt to support the $1 billion aggregate notional amount of interest rate hedges. Accordingly, in the
first quarter of 2013, we terminated these interest rate swaps, and upon termination, we paid the counterparties
$28.0 million based on the fair value of the swaps on that date. As we determined that the forecasted transactions
hedged by these swaps were no longer probable, we reclassified total losses of $28.1 million ($17.3 million net of
tax) previously recorded in accumulated other comprehensive income to the interest expense line item in our
Consolidated Statements of Operations during the first quarter of 2013.
In connection with the WhiteWave IPO discussed in Note 2, in the fourth quarter of 2012, we novated
certain of our then-outstanding interest rate swaps with a notional value of $650 million and a maturity date of
March 31, 2017 (the “2017 swaps”) to WhiteWave. WhiteWave became the sole counterparty to the financial
institutions under these swap agreements, and is directly responsible for any required future settlements, and the
sole beneficiary of any future receipts of funds, pursuant to the terms of the 2017 swaps.
As of the novation date, these swaps were de-designated and subsequent changes in fair value were reflected
in our unaudited Condensed Consolidated Statements of Operations, with a non-controlling interest adjustment
for the 13.3% economic interest in WhiteWave that we did not own. Upon completion of the WhiteWave spin-off
F-32
on May 23, 2013, we determined that the underlying hedged forecasted transactions related to the 2017 novated
swaps were no longer probable; therefore, during the second quarter of 2013, we reclassified total losses of $63.4
million ($38.9 million, net of tax) recorded in accumulated other comprehensive income associated with the 2017
swaps to earnings, as a component of interest expense. See Note 14.
As of December 31, 2014 and 2013, our derivatives recorded at fair value in our Consolidated Balance
Sheets were:
Derivative Assets
Derivative Liabilities
December 31,
2014
December 31,
2013
December 31,
2014
December 31,
2013
(In thousands)
Derivatives designated as Hedging Instruments
Commodities contracts — current(1) . . . . . . . . . . . .
—
Derivatives not designated as Hedging Instruments
Commodities contracts — current(1) . . . . . . . . . . . .
Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2
2
714
255
$969
—
4,392
$4,392
204
114
$318
(1) Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the
respective balance sheet date were included in other current assets and accounts payable and accrued
expenses, respectively, in our Consolidated Balance Sheets.
Gains and losses on derivatives designated as cash flow hedges reclassified from accumulated other
comprehensive income into income were as follows (in thousands):
Year Ended December 31
2013
2012
Losses on interest rate swap contracts(1) . . . . . . . . . . . . . . . . . . . . . . .
(Gains)/losses on commodities contracts(2) . . . . . . . . . . . . . . . . . . . . .
(Gains)/losses on foreign currency contracts(3) . . . . . . . . . . . . . . . . . .
$94,832
1,046
(78)
$38,607
2,916
(320)
(1) Recorded in interest expense in our Consolidated Statements of Operations.
(2) Recorded in selling and distribution or cost of sales, depending on commodity type, in our Consolidated
Statements of Operations.
(3) Recorded in cost of sales in our Consolidated Statements of Operations.
Fair Value Measurements
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, we follow 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 markets.
• Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting
entity to develop its own assumptions.
F-33
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of
December 31, 2014 is as follows (in thousands):
Fair Value
as of
December 31, 2014
Level 1
Level 2
Level 3
Asset — Commodities contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liability — Commodities contracts . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2
4,392
$— $
—
2
$—
4,392 —
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of
December 31, 2013 is as follows (in thousands):
Fair Value
as of
December 31, 2013
Level 1 Level 2 Level 3
Asset — Commodities contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liability — Commodities contracts . . . . . . . . . . . . . . . . . . . . . . . . .
969
318
—
—
969 —
318 —
Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are
considered equivalent to fair value. In addition, because the interest rates on our senior secured credit facility, our
prior credit facility, receivables-backed facility, and certain other debt are variable, their fair values approximate
their carrying values.
The fair values of our Dean Foods Company senior notes and subsidiary senior notes were determined based
on quoted market prices obtained through an external pricing source which derives its price valuations from daily
marketplace transactions, with adjustments to reflect the spreads of benchmark bonds, credit risk and certain
other variables. We have determined these fair values to be Level 2 measurements as all significant inputs into
the quotes provided by our pricing source are observable in active markets. The following table presents the
carrying values and fair values of our senior and subsidiary senior notes at December 31:
Subsidiary senior notes due 2017 . . . . . . . .
Dean Foods Company senior notes due
2014
2013
Carrying Value
Fair Value
Carrying Value
Fair Value
$134,913
$151,230
$132,808
$153,005
(In thousands)
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
475,819
507,140
475,579
527,378
Dean Foods Company senior notes due
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
23,812
26,908
Additionally, we maintain a Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified
deferred compensation arrangement for our executive officers and other employees earning compensation in
excess of the maximum compensation that can be taken into account with respect to our 401(k) plan. The SERP
is designed to provide these employees with retirement benefits from us that are equivalent, as a percentage of
total compensation, to the benefits provided to other employees. The assets related to this plan are primarily
invested in money market and mutual funds and are held at fair value. We classify these assets as Level 2 as fair
value can be corroborated based on quoted market prices for identical or similar instruments in markets that are
not active. The following table presents a summary of the SERP assets measured at fair value on a recurring basis
as of December 31, 2014 (in thousands):
Money market
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12
1,929
$—
—
$
12
1,929
$—
—
Total
Level 1
Level 2
Level 3
F-34
The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of
December 31, 2013 (in thousands):
Money market
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5
2,103
$—
—
$
5
2,103
$—
—
Total
Level 1
Level 2
Level 3
12. COMMON STOCK AND SHARE-BASED COMPENSATION
Cash Dividends — In November 2013, we announced that our Board of Directors had adopted a cash
dividend policy. Under the policy, holders of our common stock will receive dividends when and as declared by
our Board of Directors. Pursuant to the policy, we paid quarterly dividends of $0.07 per share ($0.28 per share
annually). Dividend payments of approximately $6.5 million each, were paid in March, June, September and
December of 2014. Our cash dividend policy is subject to modification, suspension or cancellation at any time.
Our authorized shares of capital stock include one million shares of preferred stock and 500 million shares
of common stock with a par value of $0.01 per share.
1-for-2 Reverse Stock Split — On August 26, 2013, we effected a 1-for-2 reverse stock split of our issued
common stock. The reverse stock split ratio and the implementation and timing of the reverse stock split were
determined by our Board of Directors. The reverse stock split did not change the authorized number of shares or
par value of our common stock or preferred stock, but did effect a proportionate adjustment to the per share
exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock
options, the number of shares of common stock issuable upon the vesting of restricted stock awards, and the
number of shares of common stock eligible for issuance under our 2007 Stock Incentive Plan (the “2007 Plan”).
No fractional shares were issued in connection with the reverse stock split. Each stockholder’s percentage
ownership and proportional voting power generally remained unchanged as a result of the reverse stock split.
All applicable outstanding equity awards discussed below have been adjusted retroactively for the 1-for-2
reverse stock split.
Conversion of Equity Awards Outstanding at Spin-Off Date — At the date of the WhiteWave spin-off,
certain of our outstanding Dean Foods stock options and unvested restricted stock units (“RSUs”) held by
WhiteWave employees were converted to equivalent options or restricted stock units, as applicable, with respect
to WhiteWave’s common stock. These modified awards otherwise retained substantially the same terms and
conditions, including term and vesting provisions, as the existing Dean Foods equity awards had at the time of
conversion. We will not incur any future compensation cost related to conversion of our outstanding Dean Foods
stock options and restricted stock units held by WhiteWave employees and directors in connection with the
WhiteWave spin-off.
Additionally, in connection with the WhiteWave spin-off, we proportionately adjusted the number and
exercise prices of certain options, RSUs and phantom shares granted to Dean Foods employees and directors that
were outstanding at the time of the WhiteWave spin-off to maintain the aggregate intrinsic value of such awards
at the date of the WhiteWave spin-off, pursuant to the terms of these awards. The conversion ratio was
determined based on the 5-day volume weighted-average trading prices for Dean Foods common stock and
WhiteWave common stock for the period ended on the second trading day preceding the WhiteWave spin-off
and, therefore, the ratio used to adjust these awards differs from the conversion ratio that would have resulted had
the ratio been calculated based on the Dean Foods stock price immediately following the WhiteWave spin-off.
As a result of this modification, we recorded additional stock compensation expense of $6.7 million during the
year ended December 31, 2013.
F-35
The impact of the conversion on our outstanding equity awards, and the related share-based compensation
expense, is summarized in the tables below.
Stock Repurchases — Since 1998, our Board of Directors has from time to time authorized the repurchase
of our common stock up to an aggregate of $2.3 billion, excluding fees and expenses. In November 2013, our
Board of Directors approved an increase in our total share repurchase authorization to approximately $2.38
billion, resulting in remaining availability for repurchases of approximately $300 million (excluding fees and
commissions). Our management is authorized to purchase shares from time to time through open market
transactions at prevailing prices or in privately negotiated transactions, subject to market conditions and other
factors. Shares, when repurchased, are retired. We will continue to evaluate opportunities for share repurchases
in a strategic manner as a mechanism for generating additional shareholder value.
We made no share repurchases during the year ended December 31, 2013. The following table summarizes
the share repurchase activity for 2014 (in thousands, except per share data):
Number of shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average purchase price per share . . . . . . . . . . . . . . .
Amount of share repurchases . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
1,727
$ 14.45
$25,000
Stock Award Plans — As of December 31, 2014, we had three award plans with remaining shares available
for issuance. These plans, which are our 1997 Stock Option and Restricted Stock Plan, the 1989 Dean Foods
Company Stock Awards Plan (which we adopted upon completion of our acquisition of Legacy Dean) and the
Dean Foods Company 2007 Stock Incentive Plan (the “2007 Plan”) provide for grants of stock options, stock
units, restricted stock and other stock-based awards to employees, officers, directors and, in some cases,
consultants, up to a maximum of 37.5 million, 5.7 million and 12.3 million shares, subject to adjustments as
provided in these respective plans. Options and other stock-based awards vest in accordance with provisions set
forth in the applicable award agreements. The remaining shares available for grant under the historical plans are
granted pursuant to the terms and conditions of the 2007 Plan. On May 15, 2013, the 2007 Plan was amended and
changed from one under which limits were placed on the number of shares that could be granted with respect to
awards other than stock options and stock appreciation rights (“Full Value Awards”) to one under which all
authorized shares may be granted from a “fungible” share pool. Pursuant to the 2007 Plan, as amended, each
share subject to any Full Value Award that is granted from the pool of available shares will count against the
amended 2007 Plan’s share authorization as though 1.67 shares of the Company’s stock had been awarded. As of
December 31, 2014, we had approximately 10.24 million shares, in aggregate, available in the fungible share
pool for issuance.
Under our stock award plans, we grant stock options and restricted stock units to certain employees and
directors. Non-employee directors also can elect to receive their director’s fees in the form of restricted stock in
lieu of cash.
Stock Options — Under the terms of our stock option plans, employees and non-employee directors may be
granted options to purchase our stock at a price equal to the market price on the date the option is granted. In
general, employee options vest one-third on the first anniversary of the grant date, one-third on the second
anniversary of the grant date and one-third on the third anniversary of the grant date. All unvested options vest
immediately upon a change of control or in certain cases upon death or qualified disability. Options granted to
non-employee directors generally vest immediately.
F-36
We recognize share-based compensation expense for stock options ratably over the vesting period. The fair
value of each option award is estimated on the date of grant using the Black-Scholes valuation model, using the
following assumptions:
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected option term . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free rate of return . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended
December 31
2012
44%
—%
5 years
0.62 to 0.89
The expected term of the options represents the estimated period of time until exercise and is based on
historical experience of similar awards, giving consideration to contractual terms (generally 10 years), vesting
schedules and expectations of future employee and director behavior. Expected stock price volatility is based on
a combination of historical volatility of our stock and expectations with regard to future volatility. The risk-free
rates are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining
term. We have not historically declared or paid a regular cash dividend on our common stock. Prior stock option
awards are not impacted by our decision in 2013 to begin paying dividends in 2014.
We did not grant any stock options during 2013 or 2014, nor do we plan to in 2015.
The following table summarizes stock option activity during the year ended December 31, 2014:
Options outstanding at January 1, 2014 . . . . . . . . . . . . .
Forfeited and canceled . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2014 . . . . . . . . . .
Options
5,055,035
(625,789)
(737,679)
3,691,567
Options vested and expected to vest at December 31,
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercisable at December 31, 2013 . . . . . . . . . . .
Options exercisable at December 31, 2014 . . . . . . . . . . .
3,691,323
4,721,948
3,605,028
Weighted
Average
Exercise Price
Weighted
Average
Contractual Life
Aggregate
Intrinsic
Value
$19.35
20.84
14.16
20.13
20.13
19.98
20.35
2.85
$3,662,586
2.85
2.75
$3,661,193
$3,127,851
(1) Pursuant to the terms or our stock option plans, options that are forfeited or canceled may be available for
future grants. Effective May 15, 2013, any stock options surrendered or canceled in satisfaction of
participants’ exercise proceeds or tax withholding obligation will no longer become available for future
grants under the plans.
F-37
The following table summarizes information about options outstanding and exercisable at December 31,
2014:
Range of
Exercise Prices
Options Outstanding
Options Exercisable
Number
Outstanding
Weighted-
Average
Remaining
Contractual Life
Weighted-
Average
Exercise Price
Number
Exercisable
Weighted-
Average
Exercise Price
$8.96 to $10.44 . . . . . . . . . . . . . . . . . . . . .
12.60 to 16.98 . . . . . . . . . . . . . . . . . . . . .
17.36 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17.48 to 21.90 . . . . . . . . . . . . . . . . . . . . .
21.96 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.22 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23.08 to 25.18 . . . . . . . . . . . . . . . . . . . . .
26.06 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26.52 to 27.58 . . . . . . . . . . . . . . . . . . . . .
27.60 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
391,189
336,156
570,655
207,373
436,780
825,497
265,438
574,343
74,800
9,336
6.75
3.60
3.88
1.28
2.89
1.01
2.82
2.01
2.40
2.38
$ 9.86
14.37
17.36
21.04
21.96
22.22
23.19
26.06
27.26
27.60
316,998
323,808
570,655
207,373
436,780
825,497
265,438
574,343
74,800
9,336
$ 9.86
14.41
17.36
21.04
21.96
22.22
23.19
26.06
27.26
27.60
The following table summarizes additional information regarding our stock option activity (in thousands,
except per share amounts):
Weighted-average per share grant date fair value of options granted . .
Intrinsic value of options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of shares vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit related to stock option expense . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31
2014
$ —
2,078
4,717
169
2013
$ —
9,540
4,084
2,534
2012
$
5.44
6,084
12,580
2,661
During the year ended December 31, 2014, net cash received from stock option exercises was $9.5 million
and the total cash benefit for tax deductions to be realized for these option exercises was $0.8 million.
At December 31, 2014, there was $0.1 million of total unrecognized stock option expense, all of which is
related to unvested awards. This compensation expense is expected to be recognized over the weighted-average
remaining vesting period of 0.19 years.
Restricted Stock Units — We issue restricted stock units (“RSUs”) to certain senior employees and non-
employee directors as part of our long-term incentive program. An RSU represents the right to receive one share
of common stock in the future. RSUs have no exercise price. RSUs granted to employees generally vest ratably
over three years, subject to certain accelerated vesting provisions based primarily on a change of control, or in
certain cases upon death or qualified disability. RSUs granted to non-employee directors vest ratably over three
years.
The following table summarizes RSU activity during the year ended December 31, 2014:
Employees
Directors (1)
Total
RSUs outstanding January 1, 2014 . . . . . . . . . . . . . . . . . . . .
RSUs issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued upon vesting . . . . . . . . . . . . . . . . . . . . . .
RSUs canceled or forfeited(2) . . . . . . . . . . . . . . . . . . . .
680,017
690,239
(219,278)
(252,428)
96,273
59,367
(42,281)
(780)
776,290
749,606
(261,559)
(253,208)
RSUs outstanding at December 31, 2014 . . . . . . . . . . . . . . .
898,550
112,579
1,011,129
Weighted-average per share grant date fair value . . . . . . . . .
$
14.67
$
13.75
$
14.57
F-38
(1) Directors’ stock units include Restricted Stock Awards (“RSAs”), which participate in declared dividends.
(2) 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. Any stock units surrendered or canceled in
satisfaction of participants’ tax withholding obligations are not available for future grants under the plans.
The following table summarizes information about our RSU grants and RSU expense during the years ended
December 31, 2014, 2013 and 2012 (in thousands, except per share amounts):
Year Ended December 31
2014
2013
2012
Weighted-average grant date fair value of RSUs granted . . . . . . . . . . . .
Tax benefit related to RSU expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$14.62
990
$15.45
1,493
$12.01
3,904
At December 31, 2014, there was $10.2 million of total unrecognized RSU expense, all of which is related
to unvested awards. This compensation expense is expected to be recognized over the weighted-average
remaining vesting period of 1.63 years.
Restricted Stock — We offer our non-employee directors the option to receive their compensation for
services rendered in either cash or shares of restricted stock equal to 150% of the fee amount. Shares of restricted
stock vest one-third on grant, one-third on the first anniversary of grant and one-third on the second anniversary
of grant. The following table summarizes restricted stock activity during the year ended December 31, 2014:
Unvested at January 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
24,199
40,036
(25,001)
—
Unvested at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . .
39,234
Weighted-
Average Grant
Date Fair Value
$22.76
16.27
20.26
—
17.82
Cash Performance Units — We grant awards of cash performance units (“CPUs”) as part of our long-term
incentive compensation program under the terms of our 2007 Plan. The CPU awards are cash-settled awards and
are designed to link compensation of certain executive officers and other key employees to our performance over
a three-year period. The performance metric for the 2011 and 2012 CPUs, as defined in the award agreements, is
the performance of our stock price relative to that of a peer group of companies.
The range of payout under the CPU awards is between 0% and 200% and is payable in cash at the end of
each respective performance period. The fair value of the awards is remeasured at each reporting period.
Compensation expense is recognized over the vesting period with a corresponding liability, which is recorded in
other long-term liabilities in our Consolidated Balance Sheets. All of the 1,526,250 CPU awards outstanding as
of December 31, 2012, which were granted in 2011 and 2012, were converted and paid out during the year ended
December 31, 2013. No awards with respect to those years remained outstanding at December 31, 2014.
For CPU awards granted in 2013 and 2014, the Compensation Committee changed the performance metric
to bank earnings before interest, taxes, depreciation, and amortization (“Bank EBITDA”). Bank EBITDA is
defined as adjusted operating income plus depreciation and amortization plus all non-cash expenses. As the
underlying value of these awards is not derived from or linked to our stock price, these awards are not share-
based in nature and accordingly they have been excluded from the table above.
Phantom Shares — We grant phantom shares as part of our long-term incentive compensation program,
which are similar to RSUs in that they are based on the price of our stock and vest ratably over a three-year
period, but are cash-settled based upon the value of our stock at each vesting period. The fair value of the awards
F-39
is remeasured at each reporting period. Compensation expense, which is variable, is recognized over the vesting
period with a corresponding liability, which is recorded in accounts payable and accrued expenses in our
Consolidated Balance Sheets. The following table summarizes the phantom share activity during the year ended
December 31, 2014:
Outstanding at January 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Converted/paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
1,111,059
587,092
(548,088)
(113,732)
Outstanding at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . .
1,036,331
Weighted-
Average Grant
Date Fair Value
$17.72
14.25
17.71
16.40
15.91
Share-Based Compensation Expense — The following table summarizes the share-based compensation
expense related to Dean Foods equity-based awards recognized during the years ended December 31, 2014, 2013
and 2012 (in thousands):
Year Ended December 31
2014
2013
2012(1)
Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Performance Units . . . . . . . . . . . . . . . . . . . . . . . . . . .
Phantom Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
438
4,521
—(3)
7,317
$ 6,520(2) $ 7,061
11,688
331
8,383
5,114(2)
—(3)
7,654
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,276
19,288
27,463
(1) During the second quarter of 2012, we recorded additional compensation expense of $12.1 million related to
employees whose equity-based long-term incentive awards are subject
to certain accelerated vesting
provisions, based on age and years of service, as a result of amendments to our incentive award agreements
that were approved during 2010. The portion of the additional expense pertaining to prior periods was
immaterial.
(2) The share-based compensation expense recorded during the year ended December 31, 2013 includes
additional compensation expense of $5.7 million for stock options and $1.0 million for stock units related to
the equity conversion described more fully above.
(3) As described above, the performance metric for the CPU awards granted in 2013 and 2014 is Bank EBITDA
and accordingly the expense related to such awards during the year ended December 31, 2013 and 2014,
which was not material, has been excluded from the table above.
F-40
13. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is based on the weighted average number of common shares issued and
outstanding during each period. Diluted earnings (loss) per share is based on the weighted average number of
common shares issued and outstanding and the effect of all dilutive common stock equivalents outstanding
during each period. Stock option conversions and stock units were not included in the computation of diluted loss
per share for the year ended December 31, 2014 as we incurred a loss for this period and any effect on loss per
share would have been anti-dilutive. All applicable share data and per share amounts for the year ended
December 31, 2012 has been adjusted retroactively for the 1-for-2 reverse stock split effected on August 26,
2013. The following table reconciles the numerators and denominators used in the computations of both basic
and diluted earnings (loss) per share:
Year Ended December 31
2014
2013
2012
(In thousands, except share data)
Basic earnings (loss) per share computation:
Numerator:
Income (loss) from continuing operations . . . . . . . . . . . . . . .
$
(20,187) $
325,359
$
23,815
Denominator:
Average common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings (loss) per share from continuing operations . . . . . .
93,916,656
$
(0.22) $
93,785,611
3.47
92,375,378
0.26
$
Diluted earnings (loss) per share computation:
Numerator:
Income (loss) from continuing operations . . . . . . . . . . . . . . .
$
(20,187) $
325,359
$
23,815
Denominator:
Average common shares — basic . . . . . . . . . . . . . . . . . . . . . .
Stock option conversion(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock units(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average common shares — diluted . . . . . . . . . . . . . . . . . . . .
93,916,656
—
—
93,916,656
93,785,611
670,485
340,140
94,796,236
92,375,378
245,911
444,623
93,065,912
Diluted earnings (loss) per share from continuing operations . . . .
(1) Anti-dilutive options excluded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) Anti-dilutive stock units excluded . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(0.22) $
3,840,637
312,971
3.43
3,554,064
7,071
$
0.26
7,099,437
8,192
14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year
ended December 31, 2014 were as follows (in thousands):
Gains/Losses on
Cash Flow Hedges
Pension and Other
Postretirement
Benefits Items
Foreign Currency
Items
Total
Balance, December 31, 2013 . . . . . . . . . . . . . . .
$ 423
$(57,224)
$ (389)
$(57,190)
Other comprehensive loss before
reclassifications . . . . . . . . . . . . . . . . . . .
(116)
(22,946)
(802)
(23,864)
Amounts reclassified from accumulated
other comprehensive income . . . . . . . . .
(220)(1)
(3,709)(2)
—
(3,929)
Net current-period other comprehensive
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2014 . . . . . . . . . . . . . . .
(336)
$ 87
(26,655)
$(83,879)
(802)
(27,793)
$(1,191)
$(84,983)
(1)
The accumulated other comprehensive loss component is related to the hedging activity amount at
December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges.
See Note 11.
F-41
(2)
The accumulated other comprehensive loss reclassification components are related to amortization of
unrecognized actuarial losses and prior service costs, both of which are included in the computation of net
periodic pension cost. See Notes 15 and 16.
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year
ended December 31, 2013 were as follows (in thousands):
Balance, December 31, 2012 . . . . .
Other comprehensive loss
Gains/Losses on
Cash Flow Hedges
Pension and Other
Postretirement
Benefits Items
Foreign Currency
Items
Total
Non-Controlling
Interest
$(58,452)
$(105,845)
$(22,287)
$(186,584)
$(3,683)
before reclassifications . . . .
(91)
56,541
(9,393)
47,057
(1,378)
Amounts reclassified from
accumulated other
comprehensive income . . . .
Net current-period other
comprehensive loss . . . . . . .
Spin-Off of WhiteWave . . . . .
58,784(1)
(9,472)(2)
—
49,312
(6)
58,693
182
47,069
1,552
(9,393)
31,291
96,369
33,025
(1,384)
5,067
Balance, December 31, 2013 . . . . .
$
423
$ (57,224)
$
(389)
$ (57,190)
$ —
(1) The accumulated other comprehensive loss component
is related to the hedging activity amount at
December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See
Note 11.
(2) The accumulated other comprehensive loss reclassification components are related to amortization of
unrecognized actuarial losses and prior service costs, both of which are included in the computation of net
periodic pension cost. See Notes 15 and 16.
On January 4, 2013, we terminated $1 billion aggregate notional amount of interest rate swaps with maturity
dates in 2013 and 2016. As a result of these terminations, we reclassified total losses of $28.1 million ($17.3
million net of tax) previously recorded in accumulated other comprehensive income to the interest expense line
item in our Consolidated Statements of Operations during the first quarter of 2013.
Additionally, upon completion of the WhiteWave spin-off on May 23, 2013, we determined that the
underlying hedged forecasted transactions related to the 2017 novated swaps were no longer probable; therefore,
during the second quarter of 2013, we reclassified total losses of $63.4 million ($38.9 million, net of tax)
recorded in accumulated other comprehensive income associated with the 2017 swaps to earnings, as a
component of interest expense. See Note 11 for further information regarding our interest rate swaps.
F-42
15. EMPLOYEE RETIREMENT AND PROFIT SHARING PLANS
We sponsor various defined benefit and defined contribution retirement plans, including various employee
savings and profit sharing plans, and contribute to various multiemployer pension plans on behalf of our
employees. Substantially all full-time union and non-union employees who have completed one or more years of
service and have met other requirements pursuant to the plans are eligible to participate in one or more of these
plans. During 2014, 2013 and 2012, our retirement and profit sharing plan expenses were as follows:
Defined benefit plans . . . . . . . . . . . . . . . . . . . . .
Defined contribution plans . . . . . . . . . . . . . . . . .
Multiemployer pension and certain union
Year Ended December 31
2014
2013
2012
$ 4,729
16,503
(In thousands)
$10,400
17,619
$12,969
17,637
plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,933
29,148
27,016
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$50,165
$57,167
$57,622
Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and
employee compensation. Our funding policy is to contribute annually the minimum amount required under
ERISA regulations plus additional amounts as we deem appropriate.
Included in accumulated other comprehensive income at December 31, 2014 and 2013 are the following
amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service costs of $3.8
million ($2.3 million net of tax) and $3.5 million ($2.1 million net of tax) and unrecognized actuarial losses of
$128.7 million ($79.3 million net of tax) and $86.8 million ($53.1 million net of tax), respectively. Prior service
costs and actuarial losses included in accumulated other comprehensive income and expected to be recognized in
net periodic pension cost during the year ended December 31, 2015 are $0.9 million ($0.6 million net of tax) and
$8.5 million ($5.2 million net of tax), respectively.
The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair
value of plan assets for the years ended December 31, 2014 and 2013, and the funded status of the plans at
December 31, 2014 and 2013 is as follows:
Change in benefit obligation:
Benefit obligation at beginning of year . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . .
Change in plan assets:
Fair value of plan assets at beginning of year . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of year . . . . . . . . . . . . . . .
December 31
2014
2013
(In thousands)
$293,850
3,081
13,979
13
(411)
57,716
(22,462)
345,766
270,123
28,980
14,338
13
(22,462)
(1,466)
289,526
$347,798
3,692
12,496
12
—
(45,076)
(25,072)
293,850
251,094
32,558
11,531
12
(25,072)
—
270,123
Funded status at end of year . . . . . . . . . . . . . . . . . . . . . . .
$ (56,240)
$ (23,727)
F-43
The underfunded status of the plans of $56.2 million at December 31, 2014 is recognized in our
Consolidated Balance Sheet and includes $0.8 million classified as a current accrued pension liability. We do not
expect any plan assets to be returned to us during the year ended December 31, 2015. We expect to contribute
$5.4 million to the pension plans in 2015.
A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2014
and 2013 follows:
Weighted average discount rate . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . .
4.08% 4.90%
4.00% 4.00%
December 31
2014
2013
A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2014, 2013 and
2012 follows:
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.90% 3.70% 4.50%
7.00% 7.50% 7.67%
4.00% 4.00% 4.00%
Year Ended December 31
2014
2013
2012
Year Ended December 31
2014
2013
2012
(In thousands)
Components of net periodic benefit cost:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . .
$ 3,081
13,979
(18,761)
$ 3,692
12,496
(18,531)
$ 3,068
14,001
(17,413)
Amortizations:
Unrecognized transition obligation . . . . . . . . . . . .
Prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net loss . . . . . . . . . . . . . . . . . . . . . .
Effect of settlement
. . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
787
5,105
538
—
—
791
11,759
(136)
329
112
759
11,667
—
774
Net periodic benefit cost
. . . . . . . . . . . . . . . . . . . . . . . .
$ 4,729
$ 10,400
$ 12,968
The overall expected long-term rate of return on plan assets is a weighted-average expectation based on the
targeted and expected portfolio composition. We consider historical performance and current benchmarks to
arrive at expected long-term rates of return in each asset category.
The amortization of unrecognized net loss represents the amortization of investment losses incurred. The
effect of settlement costs in 2014, 2013 and 2012 represents the recognition of net periodic benefit cost related to
pension settlements reached as a result of plant closures.
Pension plans with an accumulated benefit obligation in excess of plan assets follows:
December 31
2014
2013
(In millions)
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$345.8
341.3
289.5
$282.6
279.4
258.3
F-44
The accumulated benefit obligation for all defined benefit plans was $341.3 million and $290.6 million at
December 31, 2014 and 2013, respectively.
Almost 90% of our defined benefit plan obligations are frozen as to future participation or increases in
projected benefit obligation. Many of these obligations were acquired in prior strategic transactions. As an
alternative to defined benefit plans, we offer defined contribution plans for eligible employees.
The weighted average discount rate reflects the rate at which our defined benefit plan obligations could be
effectively settled. The rate, which is updated annually with the assistance of an independent actuary, uses a
model that reflects a bond yield curve.
Substantially all of our qualified pension plans are consolidated into one master trust. Our investment
objectives are to minimize the volatility of the value of our pension assets relative to our pension liabilities and to
ensure assets are sufficient to pay plan benefits. In 2014, we adopted a broad pension de-risking strategy intended
to align the characteristics of our assets relative to our liabilities. The strategy targets investments depending on
the funded status of the obligation. We anticipate this strategy will continue in future years and will be dependent
upon market conditions and plan characteristics.
At December 31, 2014, our master trust was invested as follows: investments in equity securities were at
50%; investments in fixed income were at 49%; cash equivalents were at 1% and other investments were less
than 1%. We believe the allocation of our master trust investments as of December 31, 2014 is generally
consistent with the targets set forth by the Investment Committee.
Estimated pension plan benefit payments to participants for the next ten years are as follows:
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Next five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$18.2 million
18.5 million
19.1 million
19.6 million
19.8 million
105.7 million
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, we follow a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value of our defined benefit plans’ consolidated assets 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 markets.
• Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting
entity to develop its own assumptions.
F-45
The fair values by category of inputs as of December 31, 2014 were as follows (in thousands):
Equity Securities:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index Funds: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Equities(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International Equities . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity Funds(b)
Total Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed Income: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Funds(c)
Diversified Funds(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Equivalents:
Short-term Investment Funds(e) . . . . . . . . . . . . . . . . . . . . . .
Total Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Investments:
Partnerships/Joint Ventures(f)
. . . . . . . . . . . . . . . . . . . . . . .
Total Other Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value as of
December 31, 2014
Level 1
Level 2
Level 3
$
210
$210
$ — $ —
135,726
—
8,101
144,037
140,714
2,921
143,635
2,507
2,507
567
567
—
—
—
135,726
—
8,101
210
143,827
—
—
—
—
—
—
—
—
—
—
—
140,714
—
140,714
—
2,921
2,921
2,507
2,507
—
—
567
567
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$290,746
$210
$287,048
$3,488
(a) Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index.
(b) Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% in
international stocks.
(c) Represents investments primarily in US dollar-denominated, investment grade bonds, including government
securities, corporate bonds, and mortgage- and asset-backed securities.
(d) Represents a pooled/separate account investment in the General Investment Account of an investment
manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds,
government bonds and asset-backed securities.
Investment is comprised of high grade money market instruments with short-term maturities and high
liquidity.
(e)
(f) The majority of the total partnership balance is a partnership comprised of a portfolio of two limited
partnership funds that invest in public and private equity.
F-46
The fair values by category of inputs as of December 31, 2013 were as follows (in thousands):
Equity Securities:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index Funds:
U.S. Equities(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International Equities(b) . . . . . . . . . . . . . . . . . . . . . . . .
Equity Funds(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed Income:
Bond Funds(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversified Funds(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Equivalents:
Short-term Investment Funds(f)
. . . . . . . . . . . . . . . . . . . . . .
Total Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Investments:
Partnerships/Joint Ventures(g)
. . . . . . . . . . . . . . . . . . . . . . .
Total Other Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value as of
December 31, 2013 Level 1
Level 2
Level 3
$
177
$177
$ — $ —
133,763
27,571
8,712
170,223
92,103
3,093
95,196
3,840
3,840
864
864
—
—
—
133,763
27,571
8,712
177
170,046
—
—
—
—
—
—
—
92,103
—
92,103
3,840
3,840
—
—
—
—
—
—
—
3,093
3,093
—
—
864
864
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$270,123
$177
$265,989
$3,957
(a) Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index.
(b) Represents a pooled/separate account that tracks the MSCI EAFE Index.
(c) Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% in
international stocks.
(d) Represents a pooled/separate account which tracks the overall performance of the Barclays Capital Long
Term Government/Credit Index.
(e) Represents a pooled/separate account investment in the General Investment Account of an investment
manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds,
government bonds and asset-backed securities.
Investment is comprised of high grade money market instruments with short-term maturities and high
liquidity.
(f)
(g) The majority of the total partnership balance is a partnership comprised of a portfolio of two limited
partnership funds that invest in public and private equity.
Inputs and valuation techniques used to measure the fair value of plan assets vary according to the type of
security being valued. The common stock investments held directly by the plans are actively traded and fair
values are determined based on quoted prices in active markets and are therefore classified as Level 1 inputs in
the fair value hierarchy.
Fair values of equity securities held through units of pooled or index funds are based on net asset value
(NAV) of the units of the funds as determined by the fund manager. These funds are similar in nature to retail
mutual funds, but are typically more efficient for institutional investors than retail mutual funds. The fair value of
pooled funds is determined by the value of the underlying assets held by the fund and the units outstanding. The
values of the pooled funds are not directly observable, but are based on observable inputs and, accordingly, have
been classified as Level 2 in the fair value hierarchy.
Fair values of fixed income bond funds are typically determined by reference to the values of similar
securities traded in the marketplace and current interest rate levels. Multiple pricing services are typically
F-47
employed to assist in determining these valuations. These investments are classified as Level 2 in the fair value
hierarchy as all significant inputs into the valuation are readily observable in the marketplace. Investments in
diversified funds and investments in partnerships/joint ventures are classified as Level 3 in the fair value
hierarchy as their fair value is dependent on inputs and assumptions which are not readily observable in the
marketplace.
A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated
assets using significant unobservable inputs (Level 3) during the years ended December 31, 2014 and 2013 is as
follows (in thousands):
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets:
Relating to instruments still held at reporting date . . . . . . . . . . . . . . . . .
Purchases, sales and settlements (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers in and/or out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets:
Relating to instruments still held at reporting date . . . . . . . . . . . . . . . . .
Purchases, sales and settlements (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers in and/or out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversified
Funds
Partnerships/
Joint Ventures
Total
$ 2,938
$1,447
$ 4,385
119
(828)
864
(306)
—
(277)
(187)
(828)
587
$ 3,093
$ 864
$ 3,957
117
(1,836)
1,547
(158)
—
(139)
(41)
(1,836)
1,408
Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,921
$ 567
$ 3,488
Defined Contribution Plans — Certain of our non-union personnel may elect to participate in savings and
profit sharing plans sponsored by us. These plans generally provide for salary reduction contributions to the plans
on behalf of the participants of between 1% and 20% of a participant’s annual compensation and provide for
employer matching and profit sharing contributions as determined by our Board of Directors. In addition, certain
union hourly employees are participants in company-sponsored defined contribution plans, which provide for
salary reduction contributions according to several schedules, including as a percentage of salary, various cents
per hour and flat dollar amounts. Additionally, employer contributions are sometimes, although not always,
provided according to various schedules ranging from flat dollar contributions to matching contributions as a
percent of salary based on the employees deferral election.
Multiemployer Pension Plans — Certain of our subsidiaries contribute to various multiemployer pension
and other postretirement benefit plans which cover a majority of our full-time union employees and certain of our
part-time union employees. Such plans are usually administered by a board of trustees composed of labor
representatives and the management of the participating companies. The risks of participating in these
multiemployer plans are different from single-employer plans in the following aspects:
• Assets contributed to a multiemployer plan by one employer may be used to provide benefits to
employees of other participating employers;
•
•
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be
borne by the remaining participating employers; and
If we choose to stop participating in one or more of our multiemployer plans, we may be required to
pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal
liability.
At this time, we have not established any significant liabilities because withdrawal from these plans is not
probable or reasonably possible.
F-48
Our participation in these multiemployer plans for the year ended December 31, 2014 is outlined in the table
below. Unless otherwise noted, the most recent Pension Protection Act (“PPA”) Zone Status available in 2014
and 2013 is for the plans’ year-end at December 31, 2013 and December 31, 2012, respectively. The zone status
is based on information that we obtained from each plan’s Form 5500, which is available in the public domain
and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65%
funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded.
The “FIP/RP Status Pending/Implemented” column indicates plans for which a funding improvement plan
(“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. Federal law requires that plans
classified in the yellow zone or red zone adopt a funding improvement plan or rehabilitation plan, respectively, in
order to improve the financial health of the plan. The “Extended Amortization Provisions” column indicates
plans which have elected to utilize the special 30-year amortization rules provided by the Pension Relief Act of
2010 to amortize its losses from 2008 as a result of turmoil in the financial markets. The last column in the table
lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject.
Pension Fund
Western Conference of
Employer
Identification
Number
Pension
Plan
Number
PPA Zone Status
2014
2013
FIP /
RP Status
Pending/
Implemented
Extended
Amortization
Provisions
Teamsters Pension Plan(1) . . . 91-6145047 001 Green Green
N/A
No
Central States, Southeast and
Southwest Areas Pension
Plan(2) . . . . . . . . . . . . . . . . . . 36-6044243 001
Red Red Implemented
No
Expiration
Date of
Associated
Collective-
Bargaining
Agreement(s)
February 28, 2015 –
May 31, 2017
February 15, 2015 –
April 30, 2017
Retail, Wholesale & Department
Store International Union and
Industry Pension Fund(3) . . . . 63-0708442 001 Green Green
Dairy Industry – Union Pension
N/A
Yes
June 7, 2015 –
September 30, 2017
Plan for Philadelphia
Vicinity(4) . . . . . . . . . . . . . . . 23-6283288 001 Green Red
N/A
Yes
June 30, 2017 –
March 31, 2018
(1) We are party to approximately 18 collective bargaining agreements that require contributions to this plan.
These agreements cover a large number of employee participants and expire on various dates between 2015
and 2017. We do not believe that any one agreement is substantially more significant than another as none
of these agreements individually represent greater than 25% of the total employee participants covered
under this plan.
(2) There are approximately 21 collective bargaining agreements that govern our participation in this plan. The
agreements expire on various dates between 2015 and 2017. Approximately 17%, 69% and 14% of our
employee participants in this plan are covered by the agreements expiring in 2015, 2016 and 2017,
respectively.
(3) We are subject
to this plan.
Approximately 50%, 4% and 46% of our employee participants in this plan are covered by the agreements
expiring in 2015, 2016 and 2017, respectively.
to approximately eight collective bargaining agreements with respect
(4) We are party to four collective bargaining agreements with respect to this plan. The agreement expiring in
September 2017 is the most significant as 69% of our employee participants in this plan are covered by that
agreement.
F-49
Information regarding our contributions to our multiemployer pension plans is shown in the table below.
There are no changes which materially affected the comparability of our contributions to each of these plans
during the years ended December 31, 2014, 2013 and 2012.
Pension Fund
Employer
Identification
Number
Pension
Plan
Number
Dean Foods Company Contributions
(in millions)
2014
2013
2012
Surcharge
Imposed(3)
Western Conference of Teamsters Pension Plan . . . .
Central States, Southeast and Southwest Areas
Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail, Wholesale & Department Store International
Union and Industry Pension Fund(1) . . . . . . . . . . .
Dairy Industry – Union Pension Plan for
Philadelphia Vicinity(1) . . . . . . . . . . . . . . . . . . . . .
Other Funds(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91-6145047
001
$12.9
$13.5
$12.7
36-6044243
001
11.9
11.1
63-0708442
001
23-6283288
001
1.3
2.0
0.8
1.3
1.8
1.4
9.5
1.3
1.8
1.7
No
No
No
No
Total Contributions . . . . . . . . . . . . . . . . . . . . . .
$28.9
$29.1
$27.0
(1) During the 2013 and 2012 plan years, our contributions to these plans exceeded 5% of total plan
contributions. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for
the plan years ending in 2014.
(2) Amounts shown represent our contributions to all other multiemployer pension and other postretirement
benefit plans, which are immaterial both individually and in the aggregate to our Consolidated Financial
Statements.
(3) Federal law requires that contributing employers to a plan in Critical status pay to the plan a surcharge to
help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the
amount we would otherwise be required to contribute to the plan and ceases once our related collective
bargaining agreements are amended to comply with the provisions of the rehabilitation plan.
16. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific
group contracts. As defined by the specific group contract, qualified covered associates may be eligible to receive
major medical insurance with deductible and co-insurance provisions subject to certain lifetime maximums.
Included in accumulated other comprehensive income at December 31, 2014 and 2013 are the following
amounts that have not yet been recognized in net periodic benefit cost: unrecognized prior service costs of $677.5
thousand ($415.3 thousand net of tax) and $742.0 thousand ($453.0 thousand net of tax) and unrecognized
actuarial losses of $3.1 million ($1.9 million net of tax) and $2.3 million ($1.4 million net of tax), respectively.
The prior service cost and actuarial loss included in accumulated other comprehensive income and expected to be
recognized in net periodic benefit cost during the year ended December 31, 2015 is $91.8 thousand ($56.3
thousand net of tax) and $62.6 thousand ($38.4 thousand net of tax), respectively.
F-50
The following table sets forth the funded status of these plans:
Change in benefit obligation:
Benefit obligation at beginning of year . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee contributions . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year
Fair value of plan assets at end of year . . . . . . . . . . . . . . . .
December 31
2014
2013
(In thousands)
$ 37,230
824
1,663
380
895
(1,866)
39,126
—
$ 37,428
816
1,223
415
(1,102)
(1,550)
37,230
—
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(39,126)
$(37,230)
The unfunded portion of the liability of $39.1 million at December 31, 2014 is recognized in our
Consolidated Balance Sheet and includes $2.6 million classified as a current accrued postretirement liability.
A summary of our key actuarial assumptions used to determine the benefit obligation as of December 31,
2014 and 2013 follows:
December 31
2014
2013
Healthcare inflation:
Healthcare cost trend rate assumed for next year . . . . . . . . . .
Rate to which the cost trend rate is assumed to decline
7.70% 7.90%
(ultimate trend rate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year of ultimate rate achievement
4.50% 4.50%
2029
3.85% 4.64%
2029
A summary of our key actuarial assumptions used to determine net periodic benefit cost follows:
Healthcare inflation:
Healthcare cost trend rate assumed for next year . . . . . . . . . . .
Rate to which the cost trend rate is assumed to decline
(ultimate trend rate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year of ultimate rate achievement
Year Ended December 31
2014
2013
2012
7.90% 8.20% 8.50%
4.50% 4.50% 4.50%
2029
4.64% 3.38% 4.34%
2029
2029
Year Ended December 31
2014
2013
2012
(In thousands)
Components of net periodic benefit cost:
Service and interest cost . . . . . . . . . . . . . . . . . .
$2,487
$2,039
$1,939
Amortizations:
Prior service cost
. . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net loss . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
75
98
26
298
2,286
26
129
1,868
Net periodic benefit cost
. . . . . . . . . . . . . . . . . . . . .
$2,725
$4,649
$3,962
F-51
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care
plans. A one percent change in assumed health care cost trend rates would have the following effects:
Effect on total of service and interest cost components . . . . . . . . . . . . .
Effect on postretirement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 326
4,285
$ (275)
(3,657)
We expect
to contribute $2.6 million to the postretirement health care plans in 2015. Estimated
postretirement health care plan benefit payments for the next ten years are as follows:
1-Percentage-
Point Increase
1-Percentage-
Point Decrease
(In thousands)
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Next five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2.6 million
2.6 million
2.6 million
2.6 million
2.8 million
14.6 million
17. ASSET IMPAIRMENT CHARGES AND FACILITY CLOSING AND REORGANIZATION COSTS
Asset Impairment Charges
We evaluate our long-lived assets for impairment when circumstances indicate that the carrying value may
not be recoverable. Indicators of impairment could include, among other factors, significant changes in the
business environment or the planned closure of a facility. Considerable management judgment is necessary to
evaluate the impact of operating changes and to estimate future cash flows. As a result of certain changes to our
business, including the loss of a portion of a significant customer’s volume and related plans for consolidating
our production network, during the years ended December 31, 2014 and December 31, 2013, we evaluated the
impact that we expected these changes to have on our projected future cash flows. This analysis identified
indicators of impairment at certain of our production facilities and therefore we were required to test the assets at
those facilities for recoverability.
Testing the assets for recoverability involved developing estimates of future cash flows directly associated
with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. The inputs
for the fair value calculations were based on assessment of an individual asset’s alternative use within other
production facilities, evaluation of recent market data and historical liquidation sales values for similar assets. As
the inputs into these calculations are largely based on management’s judgments and are not generally observable
in active markets, we consider such measurements to be Level 3 measurements in the fair value hierarchy. See
Note 11.
The results of our analysis indicated impairments of our plant, property and equipment of approximately
$20.8 million and no impairments related to certain intangible assets. All of these charges were recorded during
the year ended December 31, 2014 and are reflected in the impairment of long-lived assets line in our
Consolidated Statements of Operations. For the year ended December 31, 2013 we recorded impairments of our
plant, property and equipment of approximately $35.5 million and impairments related to certain intangible
assets of approximately $7.9 million, which are described more fully in Note 7. We can provide no assurance that
we will not have impairment charges in future periods as a result of changes in our business environment,
operating results or the assumptions and estimates utilized in our impairment tests.
F-52
Facility Closing and Reorganization Costs
Approved plans within our multi-year initiatives and related charges are summarized as follows:
Closure of facilities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Functional Realignment(2) . . . . . . . . . . . . . . . . . . . . . . . . . .
Field and Functional Reorganization(3) . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31
2014
2013
2012
$4,460
—
—
—
$4,460
(In thousands)
$20,845
892
5,266
5
$18,536
32,219
6,000
(968)
$27,008
$55,787
(1)
(2)
(3)
These charges in 2014, 2013 and 2012 primarily relate to facility closures in Riverside, California; Delta,
Colorado; Denver, Colorado; Dallas, Texas; Waco, Texas; Springfield, Virginia; Buena Park, California;
Evart, Michigan; Bangor, Maine; Shreveport, Louisiana; Mendon, Massachusetts, and Sheboygan,
Wisconsin; as well as other approved closures. We have incurred $44.0 million of charges to date related to
our active restructuring initiatives. We expect to incur additional charges related to these facility closures
of $6.9 million, related to contract termination, shutdown and other costs. As we continue the evaluation of
our supply chain and distribution network, it is likely that we will close additional facilities in the future.
The Functional Realignment initiative was focused on aligning key functions within our legacy Fresh
Dairy Direct operations under a single leadership team and permanently removing certain costs from the
organization. We have incurred total charges of approximately $33.1 million under this initiative to date
and we do not expect to incur any material future charges related to this plan.
The Field and Functional Reorganization initiative streamlined the leadership structure and has enabled
faster decision-making and created enhanced opportunities to strategically build our business. We have
incurred total charges of $11.3 million under this plan to date, all of which were associated with headcount
reductions. We do not currently anticipate incurring any material charges under this plan going forward.
Activity for 2014 and 2013 with respect to facility closing and reorganization costs is summarized below
and includes items expensed as incurred:
Accrued
Charges at
December
31, 2012
Charges and
Adjustments Payments
Accrued
Charges at
December 31,
2013
(In thousands)
Charges and
Adjustments Payments
Accrued
Charges
at
December
31, 2014
Cash charges:
Workforce reduction costs . . . . $11,579
Shutdown costs . . . . . . . . . . . . .
—
Lease obligations after
$11,872 $(14,423) $ 9,028
(6,051)
6,051
—
shutdown . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . .
1,986
227
Subtotal . . . . . . . . . . . . . . . . . . . . . . . $13,792
(1,447)
7,822
1,404
(1,631)
27,149 $(23,552) $17,389
8,361
—
Non-cash charges:
Write-down of assets(1) . . . . . .
(Gain)/Loss on sale of related
assets . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . .
Total charges . . . . . . . . . . . . . . . . . . .
3,270
(3,858)
447
$27,008
$(2,877) $ (4,868) $1,283
4,822
(4,822) —
(1,952) 6,855
(598) —
$(12,240) $8,138
446
598
2,989
5,384
(4,754)
841
$ 4,460
(1)
The write-down of assets relates primarily to owned buildings, land and equipment of those facilities
identified for closure. The assets were tested for recoverability at the time the decision to close the
facilities was more likely than not to occur. Our methodology for testing the recoverability of the assets is
consistent with the methodology described in the “Asset Impairment Charges” section above.
F-53
18. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and financing charges, net of capitalized
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash paid (received) for taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash additions to property, plant and equipment, including
Year Ended December 31
2014
2013
2012
(In thousands)
$ 52,122
(31,469)
$ 90,695
401,641
$134,979
147,580
capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,455
6,672
4,060
19. COMMITMENTS AND CONTINGENCIES
Contingent Obligations Related to Divested Operations — We have divested certain businesses in prior
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, which are immaterial
to the financial statements, 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”) 33.8% interest in our
operations. In connection with that transaction, we issued a contingent, subordinated promissory note to DFA in
the original principal amount of $40 million. The promissory note has 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
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 related
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. We have not terminated, and we have not materially breached, any of our milk
supply agreements with DFA related to the promissory note. We have previously terminated unrelated supply
agreements with respect to several plants that were supplied by DFA. In connection with our goals of accelerated
cost control and increased supply chain efficiency, we continue to evaluate our sources of raw milk supply.
Insurance — We use a combination of insurance and self-insurance for a number of risks, including
property, workers’ compensation, general liability, automobile liability, product liability and employee health
care utilizing high deductibles. Deductibles vary due to insurance market conditions and risk. Liabilities
associated with these risks are estimated considering historical claims experience and other actuarial
assumptions. Based on current information, we believe that we have established adequate reserves to cover these
claims. At December 31, 2014 and 2013, we recorded accrued liabilities related to these retained risks of $147.9
million and $146.4 million, respectively, including both current and long-term liabilities.
Lease 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, including our distribution fleet, 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.
Rent expense was $118.9 million, $124.7 million and $126.2 million for 2014, 2013 and 2012, respectively.
F-54
Future minimum payments at December 31, 2014, under non-cancelable operating leases and capital leases
with terms in excess of one year are summarized below:
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter
Leases
(In thousands)
79,994
59,365
47,491
42,084
32,164
27,014
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . .
$288,112
We have entered into various contracts, in the normal course of business, obligating us to purchase
minimum quantities of raw materials used in our production and distribution processes, including conventional
raw milk, diesel fuel, sugar and other ingredients that are inputs into our finished products. We enter into these
contracts from time to time to ensure a sufficient supply of raw ingredients. 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 as set forth below:
Tennessee Retailer and Indirect Purchaser Actions
A putative class action antitrust complaint (the “retailer action”) was filed on August 9, 2007 in the
United States District Court for the Eastern District of Tennessee. Plaintiffs allege generally that we, either acting
alone or in conjunction with others in the milk industry who are also defendants in the retailer action, 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 wholesale prices for direct milk
purchasers. Defendants’ motion for summary judgment in the retailer action was granted in part and denied in
part in August 2010. Defendants filed a motion for reconsideration on September 10, 2010, and filed a
supplemental motion for summary judgment as to the remaining claims on September 27, 2010. On March 27,
2012, the Court granted summary judgment in favor of defendants as to all remaining counts and entered
judgment in favor of all defendants, including the Company. Plaintiffs filed a notice of appeal on April 25, 2012.
On May 30, 2012, the Company participated in a scheduling conference and mediation conducted by the appeals
court. The mediation did not result in a settlement agreement. Briefing on the appeal was completed on April 5,
2013, oral argument occurred on July 25, 2013. On January 3, 2014, the appeals court reversed the judgment for
the defendants, including the Company, on one of the original five counts in the Tennessee Retailer Action. In
February 2014, the Company requested that the Sixth Circuit Court of Appeals consider its decision en banc; the
Sixth Circuit declined to do so. The Sixth Circuit returned the case to the trial court for further proceedings. The
Company filed a petition to the U.S. Supreme Court for review of the case on August 1, 2014. The Supreme
Court denied the petition on November 17, 2014. The trial court has not yet issued a schedule for further
proceedings.
On June 29, 2009, another putative class action lawsuit was filed in the Eastern District of Tennessee,
Greeneville Division, on behalf of indirect purchasers of processed fluid Grade A milk (the “indirect purchaser
action”). The allegations in this complaint are similar to those in the retailer action, but primarily involve state
law claims. Because the allegations in the indirect purchaser action substantially overlap with the allegations in
the retailer action, the Court granted the parties’ joint motion to stay all proceedings in the indirect purchaser
action pending the outcome of the summary judgment motions in the retailer action. On August 16, 2012, the
indirect purchaser plaintiffs voluntarily dismissed their lawsuit. On January 17, 2013, these same plaintiffs filed a
F-55
new lawsuit in the Eastern District of Tennessee, Greeneville Division, on behalf of a putative class of indirect
purchasers of processed fluid Grade A milk (the “2013 indirect purchaser action”). The allegations are similar to
those in the voluntarily dismissed indirect purchaser action, but involve only claims arising under Tennessee law.
The Company filed a motion to dismiss on April 30, 2013. On June 14, 2013, the indirect purchaser plaintiffs
responded to the Company’s motion to dismiss and filed an amended complaint. On July 1, 2013, the Company
filed a motion to dismiss the amended complaint. On September 11, 2014, the Court granted in part and denied in
part the motion to dismiss. The Court granted the motion to dismiss the non-Tennessee plaintiffs’ claims. The
Company filed its answer to the surviving claims on October 15, 2014. The parties have jointly proposed that
further proceedings in this case be deferred until after the Court rules on additional summary judgment and class
certification issues in the Tennessee retailer action.
Other than the material pending legal proceeding set forth above under “Tennessee Retailer and Indirect
Purchaser Actions”, we are party from time to time to certain claims, litigations, audits and investigations.
Potential liabilities associated with the other matters referred to in this paragraph are not expected to have a
material adverse impact on our financial position, results of operations or cash flows.
At this time, it is not possible for us to predict the ultimate outcome of the matters set forth within this
section.
Other
In late 2013, we either settled or entered into settlement negotiations with the vast majority of states in
regards to our obligations under state unclaimed property laws, the results of which did not have a material
adverse impact on our financial position, results of operations or cash flows.
20. SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION
We operate as a single reportable segment in manufacturing, marketing, selling and distributing a wide
variety of branded and private label dairy case products. Beginning in the first quarter of 2013, we combined the
results of our ongoing dairy operations (previously referred to as our Fresh Dairy Direct business) and the
corporate items previously categorized as “Corporate and Other” into a single reportable segment, as all of our
corporate activities now directly support this business. This change reflects the manner in which our Chief
Executive Officer, who is our chief operating decision maker, determines strategy and investment plans for our
business given the changes to our operating structure as a result of the WhiteWave spin-off and the Morningstar
sale.
We operate 68 manufacturing facilities geographically located largely based on local and regional customer
needs and other market factors. We manufacture, market and distribute a wide variety of branded and private
label dairy case products, including milk, ice cream, cultured dairy products, creamers, ice cream mix and other
dairy products to retailers, distributors, foodservice outlets, educational institutions and governmental entities
across the United States. Our products are primarily delivered through what we believe to be one of the most
extensive refrigerated direct store delivery (“DSD”) systems in the United States.
In December 2012, we entered into an agreement to sell Morningstar, and we completed the sale of these
operations on January 3, 2013. The operating results of Morningstar, previously reported within the Morningstar
segment, have been reclassified as discontinued operations for all periods presented herein. Additionally, as a
result of the completion of the WhiteWave spin-off on May 23, 2013, we have reclassified WhiteWave’s
operating results as discontinued operations for all periods presented herein. All intersegment sales between
WhiteWave, Morningstar and us, previously recorded as intersegment sales and eliminated in consolidation, prior
F-56
to the Morningstar divestiture and WhiteWave spin-off, are now reflected as third-party sales that, along with
their related costs, are no longer eliminated in consolidation. See Notes 2 and 3, respectively, for further
information regarding the WhiteWave spin-off, Morningstar divestiture and our discontinued operations.
Our Chief Executive Officer evaluates the performance of our business based on sales and operating income
or loss before gains and losses on the sale of businesses, facility closing and reorganization costs, litigation
settlements, impairments of long-lived assets and other non-recurring gains and losses.
All results herein have been recast to present results on a comparable basis. These changes had no impact on
consolidated net sales and operating income. The amounts in the following tables include our operating results
and 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.
Year Ended December 31,
2014
2013
2012
(in thousands)
Operating income:
Dean Foods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Facility closing and reorganization costs . . . . . . . . . . . . . .
Litigation settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment other long-lived assets . . . . . . . . . . . . . . . . . . .
Other operating income (loss) . . . . . . . . . . . . . . . . . . . . . . .
$ 26,777
(4,460)
2,521
(20,820)
4,535
$ 202,720
(27,008)
1,019
(43,441)
(2,494)
$259,013
(55,787)
—
—
57,459
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,553
130,796
260,685
Other (income) expense:
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early retirement of debt
. . . . . . . . . . . . . . . . . . . . .
Gain on disposition of WhiteWave common stock . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income, net
61,019
1,437
—
(1,620)
200,558
63,387
(415,783)
(400)
150,589
—
—
(1,664)
Consolidated income (loss) from continuing
operations before income taxes . . . . . . . . . . . . . . . .
$(52,283)
$ 283,034
$111,760
Geographic Information — Net sales related to our foreign operations comprised less than 1% of our
consolidated net sales during the years ended December 31, 2014, 2013 and 2012. None of our long-lived assets
are associated with our foreign operations.
Significant Customers — Our largest customer accounted for approximately 16% of our consolidated net
sales in 2014, 19% in 2013, and 23% in 2012.
F-57
21. QUARTERLY RESULTS OF OPERATIONS (unaudited)
The following is a summary of our unaudited quarterly results of operations for 2014 and 2013.
Quarter
First
(In thousands, except share and per share data)
Second
Third
Fourth
2014
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,341,040 $2,393,869 $2,373,280 $2,395,007
441,400
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,704
Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income (loss) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,277
Earnings (loss) per common share from continuing
399,088
(963)
(645)
416,800
(15,136)
(15,972)
416,175
(9,792)
(8,956)
operations (2):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.10)
(0.10)
(0.01)
(0.01)
(0.16)
(0.16)
0.06
0.06
Quarter
First
Second
Third
Fourth
(In thousands, except share and per share data)
2013
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,292,430 $2,227,542 $2,200,899 $2,295,450
445,770
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(37,362)
Income (loss) from continuing operations . . . . . . . . . . . . . . . . .
(37,677)
Net income (loss) (3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(37,677)
Net income (loss) attributable to Dean Foods Company (1) . . . .
Earnings (loss) per common share from continuing
472,300
(32,057)
(53,883)
(56,870)
495,232
(20,740)
495,797
492,605
441,285
415,518
415,120
415,120
operations (2) (5):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.22)
(0.22)
(0.34)
(0.34)
4.41
4.36
(0.40)
(0.40)
(1) The results for the first, second and third quarters of 2014 include facility closing and reorganization costs,
net of tax, of $0.6 million, $0.5 million, and $1.8 million, respectively. See Note 17.
(2) Earnings (loss) per common share calculations for each of the quarters were based on the basic and diluted
weighted average number of shares outstanding for each quarter. The sum of the quarters may not
necessarily be equal to the full year earnings (loss) per common share amount.
(3) The results for the first, second, third and fourth quarters of 2013 include facility closing and reorganization
costs, net of tax, of $3.6 million, $3.2 million, $4.7 million and $5.9 million, respectively. See Note 17.
(4) Results for 2013 include a gain of $415.8 million related to the disposition of our remaining investment in
WhiteWave common stock, a charge of $22.9 million, net of tax, related to impairments of property, plant &
equipment (Note 17), a charge of $5.1 million, net of tax, related to impairments of intangible assets (Note
7), and a loss of $38.7 million, net of tax, related to the early retirement of a portion of our senior notes due
2018 and senior notes due 2016 (Note 10).
(5) Basic and diluted earnings (loss) per common share for the first and second quarters of 2013 have been
adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013.
F-58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Dean Foods Company
Dallas, Texas
We have audited the accompanying consolidated balance sheets of Dean Foods Company and subsidiaries
(the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations,
comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the three years in the
period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at
Item 15. These financial statements and the financial statement schedule are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of Dean Foods Company and subsidiaries at December 31, 2014 and 2013, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity
with accounting principles generally accepted in the United States of America. Also, in our opinion, such
financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of December 31, 2014 based on the
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 17, 2015 expressed an unqualified
opinion on the Company’s internal control over financial reporting.
/S/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 17, 2015
F-59
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 annual 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
our Disclosure Controls were effective as of December 31, 2014.
Changes in Internal Control over Financial Reporting
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) in the quarter ended December 31, 2014 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Our internal control system was designed to provide reasonable assurance to our management and
Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.
We have assessed the effectiveness of our internal control over financial reporting as of December 31, 2014.
In making this assessment, we used the criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on
our assessment we believe that, as of December 31, 2014, our internal control over financial reporting is effective
based on those criteria.
Our independent auditors, Deloitte & Touche LLP, a registered public accounting firm, are appointed by the
Audit Committee of our Board of Directors, subject to ratification by our stockholders. Deloitte & Touche LLP
has audited and reported on the consolidated financial statements of Dean Foods Company and subsidiaries and
our internal control over financial reporting. The reports of our independent auditors are contained in this Annual
Report on Form 10-K.
Our independent registered public accounting firm has issued an audit report on our internal control over
financial reporting. This report appears on page 52.
February 17, 2015
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Dean Foods Company
Dallas, Texas
We have audited the internal control over financial reporting of Dean Foods Company and subsidiaries (the
“Company”) as of December 31, 2014, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s
is responsible for maintaining effective internal control over financial reporting and for its
management
assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of,
the company’s principal executive and principal financial officers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements and financial statement schedule as of and for the year
ended December 31, 2014 of the Company and our report dated February 17, 2015 expressed an unqualified
opinion on those financial statements and financial statement schedule.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 17, 2015
52
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Incorporated herein by reference to our proxy statement (to be filed) for our May 13, 2015 Annual Meeting
of Stockholders.
Item 11. Executive Compensation
Incorporated herein by reference to our proxy statement (to be filed) for our May 13, 2015 Annual Meeting
of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Incorporated herein by reference to our proxy statement (to be filed) for our May 13, 2015 Annual Meeting
of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to our proxy statement (to be filed) for our May 13, 2015 Annual Meeting
of Stockholders.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to our proxy statement (to be filed) for our May 13, 2015 Annual Meeting
of Stockholders.
53
Item 15. Exhibits and Financial Statement Schedule
Financial Statements
PART IV
The following Consolidated Financial Statements are filed as part of this Form 10-K or are incorporated
herein as indicated:
Consolidated Balance Sheets as of December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 . . . . . . . . .
Page
F-1
F-2
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013
and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014, 2013
and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.
Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-4
F-5
F-6
F-6
2. WhiteWave Spin-Off Transaction and Disposition of Remaining Ownership of WhiteWave
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10
3. Discontinued Operations and Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
4.
5.
6.
Investment in Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
Property, Plant and Equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
7. Goodwill and Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14
8. Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16
9.
Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16
10. Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19
11. Derivative Financial Instruments and Fair Value Measurements . . . . . . . . . . . . . . . . . . . . . . . . . . F-32
12. Common Stock and Share-Based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-35
13. Earnings (Loss) per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-41
14. Accumulated Other Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-41
15. Employee Retirement and Profit Sharing Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-43
16. Postretirement Benefits Other Than Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-50
17. Asset Impairment Charges and Facility Closing and Reorganization Costs . . . . . . . . . . . . . . . . . . F-52
18. Supplemental Cash Flow Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54
19. Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54
20. Segment, Geographic and Customer Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-56
21. Quarterly Results of Operations (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-58
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-59
Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts
Exhibits
See Index to Exhibits
54
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
By:
/S/ SCOTT K. VOPNI
Scott K. Vopni
Senior Vice President Investor Relations and
Chief Accounting Officer
Dated February 17, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by
the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Name
Title
Date
/S/ TOM C. DAVIS
Tom C. Davis
/S/ GREGG A. TANNER
Gregg A. Tanner
/S/ CHRIS BELLAIRS
Chris Bellairs
/S/ SCOTT K. VOPNI
Scott K. Vopni
/S/
JANET HILL
Janet Hill
/S/ WAYNE MAILLOUX
Wayne Mailloux
/S/
JOHN R. MUSE
John R. Muse
/S/ HECTOR M. NEVARES
Hector M. Nevares
/S/
JIM L. TURNER
Jim L. Turner
Robert Tennant Wiseman
Chairman of the Board
February 17, 2015
Chief Executive Officer and
Director
(Principal Executive Officer)
February 17, 2015
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
February 17, 2015
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 17, 2015
Director
February 17, 2015
Director
February 17, 2015
Director
February 17, 2015
Director
February 17, 2015
Director
February 17, 2015
Director
February 17, 2015
S-1
DEAN FOODS COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2014, 2013 and 2012
SCHEDULE II
Description
Year ended December 31, 2014
Allowance for doubtful accounts . . . . . . . . . . . . . . .
Deferred tax asset valuation allowances . . . . . . . . .
Year ended December 31, 2013
Allowance for doubtful accounts . . . . . . . . . . . . . . .
Deferred tax asset valuation allowances . . . . . . . . .
Year ended December 31, 2012
Allowance for doubtful accounts . . . . . . . . . . . . . . .
Deferred tax asset valuation allowances . . . . . . . . .
Balance at
Beginning of
Period
Charged to
(Reduction in)
Costs and
Expenses
Other Deductions
Balance at
End of Period
(In thousands)
$12,083
8,733
$ 5,045
4,444
$— $(2,278)
—
—
$14,850
13,177
$12,522
7,570
$ 3,197
1,163
$278
—
$(3,914)
—
$12,083
8,733
$ 9,157
8,667
$ 4,970
(1,097)
$214
—
$(1,819)
—
$12,522
7,570
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
INDEX TO EXHIBITS
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
*10.1
*10.2
*10.3
*10.4
Restated Certificate of Incorporation Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
of
Certificate
Restated Certificate of Incorporation
of Amendment
Quarterly Report on Form 10-Q for
the quarter ended June 30, 2012
August 7, 2012
Certificate
of
Restated Certificate of Incorporation
of Amendment
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
Certificate
of
Restated Certificate of Incorporation
of Amendment
Current Report on Forn 8-K
May 20, 2014
Amended and Restated Bylaws
Current Report on Form 8-K
May 20, 2014
Specimen
Certificate
of
Common
Stock
Current Report on Form 8-K
August 15, 2013
us,
Indenture, dated as of May 15, 2006,
between
subsidiary
guarantors listed therein and The
Bank of New York Trust Company,
N.A., as trustee
the
Supplemental Indenture No. 1, dated
as of May 17, 2006, between us, the
subsidiary guarantors listed therein
and The Bank of New York Trust
Company, N.A., as trustee
Supplemental Indenture No. 2, dated
as of July 31, 2007, between us, the
subsidiary guarantors listed therein
and The Bank of New York Trust
Company, N.A., as trustee
Supplemental Indenture No. 6, dated
as of December 16, 2010, between
us, the subsidiary guarantors listed
therein and The Bank of New York
Mellon Trust Company, N.A., as
trustee
Third Amended and Restated 1989
Dean Foods Company Stock Awards
Plan
Current Report on Form 8-K
May 19, 2006
Current Report on Form 8-K
May 19, 2006
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2007
November 9, 2007
Current Report on Form 8-K
December 16, 2010
Annual Report on Form 10-K for the
year ended December 31, 2004
March 16, 2005
Amended and Restated Executive
Deferred Compensation Plan
Annual Report on Form 10-K for the
year ended December 31, 2006
March 1, 2007
Post-2004
Compensation Plan
Executive
Deferred
Annual Report on Form 10-K for the
year ended December 31, 2006
March 1, 2007
Revised and Restated Supplemental
Executive Retirement Plan
Annual Report on Form 10-K for the
year ended December 31, 2006
March 1, 2007
*10.5
*10.6
*10.7
*10.8
*10.9
*10.10
*10.11
*10.12
*10.13
*10.14
*10.15
*10.16
*10.17
*10.18
Exhibit No.
Description
Amendment No. 2 to the Dean
Supplemental
Foods
Executive Retirement Plan
Company
Dean Foods Company Amended and
Restated Executive Severance Pay
Plan
Previously Filed as an Exhibit to and
Incorporated by Reference From
Annual Report on Form 10-K for the
year ended December 31, 2006
Date Filed
March 1, 2007
Current Report on Form 8-K
November 19, 2010
Form of Amended and Restated
Change in Control Agreement for
our executive officers
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2008
November 5, 2008
Forms of Amended and Restated
Change in Control Agreement for
certain other officers
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2008
November 5, 2008
Form of Change
Agreement
for
officers — effective August 2011
in Control
executive
our
Annual Report on Form 10-K for the
year ended December 31, 2011
February 27, 2012
in Control
Form of Change
Agreement for certain other officers
— effective August 2011
Annual Report on Form 10-K for the
year ended December 31, 2011
February 27, 2012
Form of Change
Agreement
in Control
Current Report on Form 8-K
May 7, 2013
Form of Change
in Control
Agreement for the Company’s Chief
Executive Officer and Executive
Vice Presidents
Ninth Amended and Restated 1997
Stock Option and Restricted Stock
Plan
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
Quarterly Report on Form 10-Q for
the quarter ended March 31, 2012
May 9, 2012
Dean Foods Company 2007 Stock
Incentive Plan
Quarterly Report on Form 10-Q for
the quarter ended June 30, 2007
August 9, 2007
Dean Foods Company 2007 Stock
Incentive Plan, as amended
Current Report on Form 8-K
May 20, 2013
Form of Non-Qualified
Stock
Option Agreement under the Dean
Stock
Foods
Incentive Plan
Company
2007
Form of Restricted Stock Unit
Award Agreement under the Dean
Stock
Foods
Incentive Plan
Company
2007
Annual Report on Form 10-K for the
year ended December 31, 2010
March 1, 2011
Annual Report on Form 10-K for the
year ended December 31, 2010
March 1, 2011
Form of Cash Performance Unit
Agreement for Awards under the
Dean Foods Company 2007 Stock
Incentive Plan
Annual Report on Form 10-K for the
year ended December 31, 2010
March 1, 2011
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
*10.19
*10.20
*10.21
*10.22
*10.23
*10.24
*10.25
*10.26
*10.27
*10.28
*10.29
*10.30
*10.31
*10.32
Form of Phantom Shares Award
Agreement under the Dean Foods
Company 2007 Stock Incentive Plan
Annual Report on Form 10-K for the
year ended December 31, 2010
March 1, 2011
Form of Dean Cash Award
Agreement
Annual Report on Form 10-K for the
year ended December 31, 2010
March 1, 2011
Form of Director’s Non-Qualified
Stock Option Agreement under the
Dean Foods Company 2007 Stock
Incentive Plan
Form of Director’s Restricted Stock
Unit Award Agreement under the
Dean Foods Company 2007 Stock
Incentive Plan
Annual Report on Form 10-K for the
year ended December 31, 2010
March 1, 2011
Annual Report on Form 10-K for the
year ended December 31, 2010
March 1, 2011
Form of 2013 Restricted Stock Unit
Award Agreement under the Dean
Foods
Stock
Incentive Plan
Company
2007
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Form of 2013 Cash Performance
Unit Agreement for Awards under
the Dean Foods Company 2007
Stock Incentive Plan
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Form of 2013 Phantom Shares
Award Agreement under the Dean
Stock
Foods
Incentive Plan
Company
2007
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Form of 2013 Dean Cash Award
Agreement
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Form of Director’s Master Restricted
the Dean
Stock Agreement under
Foods
Stock
Incentive Plan
Company
2007
Quarterly Report on Form 10-Q for
the quarter ended June 30, 2008
August 8, 2008
2012
Compensation Plan
Short-Term
2013
Compensation Plan
Short-Term
Incentive
Current Report on Form 8-K
March 9, 2012
Incentive
Current Report on Form 8-K
February 21, 2013
Employment Agreement between the
Company and Gregg Tanner dated
November 1, 2007
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2007
November 9, 2007
Non-Compete
Inventions
Proprietary Information,
and
Agreement
between the Company and Gregg
Tanner dated November 1, 2007
Employment Agreement between the
Company and Gregg Tanner dated
February 25, 2013
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2007
November 9, 2007
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
*10.51
*10.53
Employment Agreement between
the Company and Kim Warmbier,
dated February 25, 2013
Employment Agreement between
the Company and Shay Braun, dated
February 25, 2013
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
*10.54
Form of Indemnification Agreement Annual Report on Form 10-K for the
February 27, 2013
year ended December 31, 2012
*10.55
*10.56
*10.59
10.62
10.63
10.64
10.65
10.66
Employment Agreement between
the Company and Martin J. Devine,
dated November 6, 2013
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
Letter
Promotion
the
Company and Shay Braun, dated
October 15, 2013
between
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
Offer Letter between the Company
dated
Brian
and
September 11, 2013
Murphy,
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
and
Fifth Amended
Restated
Receivables Purchase Agreement,
dated as of April 2, 2007 among
Dairy Group Receivables L.P.,
Dairy Group Receivables II, L.P.,
WhiteWave Receivables, L.P., as
the Servicers, Companies
Sellers;
and Financial
listed
Institutions
therein; and JPMorgan Chase Bank,
N.A., as Agent
Amendment No. 3 to Fifth Amended
and Restated Receivables Purchase
Agreement
and Limited Waiver
dated March 31, 2008
Amendment No. 4 to Fifth Amended
and Restated Receivables Purchase
Agreement dated April 4, 2008
Amendment No. 5 to Fifth Amended
and Restated Receivables Purchase
Agreement
and Limited Waiver
dated April 30, 2008
Amendment No. 7 to Fifth Amended
and Restated Receivables Purchase
Agreement and Reaffirmation of
Performance Undertaking
dated
March 30, 2009
Current Report on Form 8-K
April 4, 2007
Current Report on Form 8-K
April 4, 2008
Current Report on Form 8-K
April 4, 2008
Current Report on Form 8-K
May 1, 2008
Current Report on Form 8-K
April 3, 2009
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
10.67
10.68
10.69
10.70
10.71
10.72
10.73
Amendment No. 9 to Fifth Amended
and Restated Receivables Purchase
Agreement and Reaffirmation of
Performance Undertaking
dated
March 29, 2010
Current Report on Form 8-K
March 31, 2010
to
10
Fifth
Amendment No.
Amended and Restated Receivables
Purchase
and
Reaffirmation
Performance
Undertaking dated June 30, 2010
Agreement
of
to
11
Amendment No.
Fifth
Amended and Restated Receivables
Purchase
and
Performance
of
Reaffirmation
Undertaking dated December 9,
2010
Agreement
to
12
Fifth
Amendment No.
Amended and Restated Receivables
Purchase
and
Reaffirmation
Performance
of
Undertaking, dated September 28,
2011
Agreement
to
17
Amendment No.
Fifth
Amended and Restated Receivables
and
Purchase
Reaffirmation
Performance
Undertaking dated March 8, 2013
Agreement
of
to
18
Amendment No.
Fifth
Amended and Restated Receivables
Purchase
and
Reaffirmation
Performance
Undertaking dated July 2, 2013
Agreement
of
to
19
Fifth
Amendment No.
Amended and Restated Receivables
Purchase
and
Reaffirmation
Performance
Undertaking dated October 7, 2013
Agreement
of
Current Report on Form 8-K
July 1, 2010
Current Report on Form 8-K
December 9, 2010
Current Report on Form 8-K
October 3, 2011
Current Report on Form 8-K
March 14, 2013
Current Report on Form 8-K
July 8, 2013
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
10.76
10.77
10.79
10.80
10.81
10.82
10.83
the
Bank
agent,
among
Credit Agreement, dated July 2,
Company,
2013,
JPMorgan Chase Bank, N.A., as
administrative
of
America, N.A., as syndication agent,
CoBank, ABC, Credit Agricole
Corporate & Investment Bank,
Coöperatieve Centrale Raiffeisen –
Boerenleenbank, B.A. “Roabobank
Nederland,” New York Branch,
Suntrust Bank and Wells Fargo
Bank, National Association, as co-
documentation agents, and certain
other lenders party thereto
among
Loan Agreement, dated as of July 11,
2013,
Company,
JPMorgan Chase Bank, N.A. and
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
the
Separation
Distribution
and
Agreement, dated October 25, 2012,
by and among Dean Foods Company,
The WhiteWave Foods Company and
WWF Operating Company
Transition Services Agreement, dated
October 25, 2012, between Dean
Foods Company and The WhiteWave
Foods Company, as amended
to
1
Agreement,
Transitional
Amendment
Services
dated
November 20, 2012, by and between
Dean Foods Company and The
WhiteWave Foods Company
2
to
Agreement,
Transitional
Amendment
Services
dated
December 28, 2012, by and between
Dean Foods Company and The
WhiteWave Foods Company
5
to
Amendment
Transitional
Services Agreement, dated May 28,
2013, by and between Dean Foods
Company and The WhiteWave Foods
Company
Current Report on Form 8-K
July 8, 2013
Current Report on Form 8-K
July 15, 2013
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Annual Report on Form 10-K for the
year ended December 31, 2013
February 24, 2014
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
10.84
10.85
10.86
10.87
10.89
10.90(†)
*10.91
*10.92
10.93
6
to
Agreement,
Transitional
Amendment
dated
Services
November 13, 2013, by and between
Dean Foods Company and The
WhiteWave Foods Company
7
to
Agreement,
Transitional
Amendment
Services
dated
December 31, 2013, by and between
Dean Foods Company and The
WhiteWave Foods Company
Annual Report on Form 10-K for the
year ended December 31, 2013
February 24, 2014
Annual Report on Form 10-K for the
year ended December 31, 2013
February 24, 2014
Tax Matters Agreement,
dated
October 25, 2012, between Dean
Foods
The
and
Company
WhiteWave Foods Company
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Amended and Restated Tax Matters
Agreement dated May 1, 2013
Quarterly Report on Form 10-Q for
the quarter ended March 31, 2013
May 9, 2013
Annual Report on Form 10-K for the
year ended December 31, 2012
February 27, 2013
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2013
November 12, 2013
Current Report on Form 8-K
March 11, 2014
Quarterly Report on Form 10-Q for
the quarter ended June 30, 2014
August 11, 2014
Current Report on Form 8-K
June 16, 2014
Employee Matters Agreement, dated
October 25, 2012, by and between
Dean
The
WhiteWave Foods Company, and
WWF Operating Company
Company,
Foods
Agreement,
Supplier
dated
August 19, 2013, by and among the
Company, Wal-Mart Stores,
Inc.,
Wal-Mart Stores East, L.P., Wal-
Mart Stores East,
Inc., Wal-Mart
Stores Texas, L.P., Sam’s West,
Inc., Sam’s East, Inc. and affiliates
Dean Foods Company 2014 Short-
Term Incentive Compensation Plan
Foods
Dean
Amended
Compensation Plan
Company
2014
Short-Term Incentive
1
Amendment No.
to Credit
Agreement, dated as of June 12,
2014, by and among Dean Foods
Company; the lenders listed on the
signature
and
JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent
thereof;
pages
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
10.94
10.95
10.96
*10.97
*10.98
12
21
23
31.1
31.2
Current Report on Form 8-K
June 16, 2014
The Sixth Amended and Restated
Receivables Purchase Agreement,
dated as of June 12, 2014, among
Dairy Group Receivables L.P. and
Dairy Group Receivables II, L.P., as
the Servicers, Companies
Sellers;
and Financial
listed
Institutions
therein; and Cooperatieve Centrale
Raiffeisen - Boerenleenbank B.A.
“Rabobank
International”, New
York Branch, as Agent
Current Report on Form 8-K
August 15, 2014
Current Report on Form 8-K
August 15, 2014
2
Amendment No.
to Credit
Agreement, dated as of August 14,
2014, by and among Dean Foods
Company; the lenders listed on the
signature
and
JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent
thereof;
pages
Amendment No. 1 to the Sixth
Amended and Restated Receivables
Purchase Agreement, dated as of
August 14, 2014, among Dairy
Group Receivables L.P. and Dairy
Group Receivables
as
the Servicers, Companies
Sellers;
Institutions parties
and Financial
thereto; and Cooperatieve Centrale
Raiffeisen - Boerenleenbank B.A.
“Rabobank
International”, New
York Branch, as Agent
II, L.P.,
Letter Agreement
the
Company and Ralph Scozzafava
dated September 25, 2014
between
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2014
November 10, 2014
to the Dean Foods
Amendment
Company 2007 Stock Incentive Plan
Current Report on Form 8-K
November 18, 2014
Computation of Ratio of Earnings to
Fixed Charges
Filed herewith
List of Subsidiaries
Filed herewith
Consent of Deloitte & Touche LLP
Filed herewith
Certification of Chief Executive
Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Certification
of Chief Financial
Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Filed herewith
Furnished herewith
Exhibit No.
Description
Previously Filed as an Exhibit to and
Incorporated by Reference From
Date Filed
Furnished herewith
Filed herewith
Filed herewith
32.1
32.2
99
Certification of Chief Executive
Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Certification
of Chief Financial
Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Supplemental Unaudited Financial
Information
for Dean Holding
Company
101.INS
XBRL Instance Document(1)
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
XBRL
Taxonomy
Schema Document(1)
Extension
XBRL
Linkbase Document(1)
Taxonomy
Calculation
XBRL
Taxonomy
Definition Linkbase Document(1)
Extension
XBRL Taxonomy Label Linkbase
Document(1)
XBRL
Linkbase Document(1)
Taxonomy
Presentation
(1) Submitted electronically herewith
(†) Confidential treatment previously granted by the Securities and Exchange Commission in connection with
the filing of the registrant’s Quarterly Report on Form 10-Q filed November 12, 2013.
* This exhibit is a management or compensatory contract.
Attached as Exhibit 101 to this report are the following materials from Dean Foods Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (eXtensible Business
Reporting Language): (i) the Consolidated Statements of Operations for the years ended December 31, 2014,
2013 and 2012, (ii) the Consolidated Balance Sheets as of December 31, 2014 and 2013, (iii) the Consolidated
Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013 and 2012, (iv) the
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014, 2013 and
2012, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012,
and (vi) Notes to Consolidated Financial Statements.
EXHIBIT 31.1
CERTIFICATION
I, Gregg A. Tanner, certify that:
1. I have reviewed this annual report on Form 10-K 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 A. TANNER
Chief Executive Officer and Director
February 17, 2015
EXHIBIT 31.2
CERTIFICATION
I, Chris Bellairs, certify that:
1. I have reviewed this annual report on Form 10-K 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/ CHRIS BELLAIRS
Executive Vice President and
Chief Financial Officer
February 17, 2015
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EXHIBIT 32.1
In connection with the Annual Report on Form 10-K of Dean Foods Company (the “Company”) for the
fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, Gregg A. Tanner, 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 A. TANNER
Gregg A. Tanner
Chief Executive Officer and Director
February 17, 2015
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EXHIBIT 32.2
In connection with the Annual Report on Form 10-K of Dean Foods Company (the “Company”) for the
fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, Chris Bellairs, 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/ CHRIS BELLAIRS
Chris Bellairs
Executive Vice President and
Chief Financial Officer
February 17, 2015
How Has Our Stock Performed?
The following graph compares the cumulative total return of our common stock from December 31, 2009
through December 31, 2014, to the Standard & Poor’s 500 Composite Index and two peer groups of United
States consumer packaged goods companies, which are described below. The graph assumes a $100 investment
on December 31, 2009, with dividends reinvested, and the points plotted are as of December 31 of each year. [In
May 2013, we completed the spin-off of our former subsidiary, The WhiteWave Foods Company; the effect of
the spin-off is reflected in the cumulative total return as a reinvested dividend.] The stock price performance
shown on this graph may not be indicative of future performance.
Our peer group consists of 11 manufacturers of food, beverages and other consumer packaged goods and
includes the following companies: Campbell Soup Company; The Clorox Company; ConAgra Foods, Inc.;
Flowers Foods, Inc.; Fresh Del Monte Produce Inc.; Hormel Foods Corporation; Ingredion Inc.; Kraft Foods
Group, Inc.; Pilgrim’s Pride Corporation; TreeHouse Foods, Inc.; and Tyson Foods, Inc. Because The Hillshire
Brands Company, which was previously included in the peer group, was acquired by Tyson Foods, Inc. in 2014,
it is no longer included in the peer group. This is the same peer group that the Compensation Committee of our
Board of Directors selected to compare us with for purposes of determining our executive compensation in 2014.
250.00
200.00
150.00
100.00
S
R
A
L
L
O
D
50.00
0.00
2009
2010
2011
2012
2013
2014
Dean Foods Company
S&P 500 Index - Total Returns
Peer Group
Board of Directors
Executive Leadership Team
Transfer Agent
Tom C. Davis
Non-Executive Chairman of
the Board of Dean Foods
Company and Chief Executive
Officer, The Concorde Group
Janet Hill
Principal,
Hill Family Advisors
J. Wayne Mailloux
Former Senior Vice President,
PepsiCo, Inc.
John R. Muse
Chairman,
Kainos Capital, LLC
Hector M. Nevares
Managing Partner,
Suiza Realty SE
Gregg A. Tanner
Chief Executive Officer,
Dean Foods Company
Jim L. Turner
Principal,
JLT Beverages L.P.
Robert T. Wiseman
Former Chairman of the Board
and Chief Executive Officer,
Robert Wiseman Dairies Limited
Gregg A. Tanner
Chief Executive Officer
Chris Bellairs
Executive Vice President,
Chief Financial Officer
C. Shay Braun
Senior Vice President,
Operations and Procurement
Marc L. Kesselman
Executive Vice President,
General Counsel,
Corporate Secretary
and Government Affairs
S. Craig McCutcheon
Senior Vice President,
Logistics
Brian Murphy
Senior Vice President,
Chief Information Officer
Ralph P. Scozzafava
Executive Vice President,
Chief Commercial Officer
Kimberly Warmbier
Executive Vice President,
Chief Human Resources
Officer
Computershare Shareowner
Services LLC
P.O. Box 30170
College Station, Texas 77842
tel: 866.557.8698
Auditor
Deloitte & Touche LLP
2200 Ross Avenue
Suite 1600
Dallas, Texas 75201
tel: 214.840.7000
Market Information
NYSE: DF
Annual Meeting
May 13, 2015, 10 a.m.
Dallas Museum of Art
1717 North Harwood Street
Dallas, Texas 75201
Corporate Headquarters
Dean Foods Company
2711 North Haskell Avenue
Suite 3400
Dallas, Texas 75204
tel: 214.303.3400
fax: 214.303.3499
www.deanfoods.com
starts pure. stays pure.®
2711 North Haskell Avenue Suite 3400 Dallas, Texas 75204 214.303.3400 www.deanfoods.com