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Dean Foods Company (Exact Name of Registrant As Specified in Its Charter)

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Dean Foods Company (Exact Name of Registrant As Specified in Its Charter) A Letter from our Chairman and Chief Executive Offi cer Dear Fellow Shareholders: Innovative new product launches. Continuous improvement in our supply chain. Strong relationships with customers. These are actions we took in 2011 to better position our business to succeed despite a challenging marketplace. As a result, we exited the year stronger than we entered it and are cautiously optimistic about our business results for 2012. After two years of signifi cant pressure on the fl uid Silk®, Horizon Organic®, International Delight®, and milk business, our continued efforts to reduce costs LAND O’LAKES® — are U.S. category leaders and combined with the retreat of raw milk prices late consumer favorites. Alpro is the pan-European in the year led to a return to year-over-year profi t leader in branded plant-based food and beverage growth for our largest business segment, Fresh products sold under the Alpro® and Provamel® Dairy Direct, in the fourth quarter of 2011. Though brands. The end of 2011 marked the eighth challenging economic conditions and shifting consecutive quarter of positive growth across all dairy category dynamics continued to challenge brands in the WhiteWave-Alpro portfolio. us in 2011, I’m proud that we met or exceeded our We’re very proud of WhiteWave-Alpro’s external fi nancial guidance, not just for the full year, accomplishments in 2011, and we believe we but consistently every quarter since the fourth are poised for continued growth in 2012. Part of quarter of 2010. We believe our core dairy business WhiteWave’s heritage is rooted in the creation is beginning to stabilize. At the same time, our and development of new product categories. This branded businesses showed continued strength continues with the 2012 launch of multi-serve iced behind our innovation and the strength of our coffee under the International Delight brand and brands in growing categories. ongoing expansion of the Silk plant-based portfolio WhiteWave-Alpro through product launches such as the new Silk Fruit&Protein. However, WhiteWave-Alpro is not The WhiteWave-Alpro segment produces and immune to economic pressures, such as higher sells an array of branded value-added dairy, plant- commodity costs, supply shortages, and infl ation. based food and beverages, coffee creamers, and Still, these challenges have been offset by strong coffee beverages. WhiteWave brands — including top-line growth and a tight focus on costs. DEAN FOODS 2011 RESULTS CONSOLIDATED RESULTS Operating Income* $206 million $95 million $349 million $464 million Net Sales $2.1 billion $1.3 billion $9.6 billion $13.1 billion Earnings Per Share* $0.77 * Refers to adjusted results for the twelve months ended December 31, 2011 Morningstar Foods Fresh Dairy Direct Morningstar Foods is a leading provider of The Company’s Fresh Dairy Direct segment is extended shelf life value-added creams and the nation’s largest processor and direct-to-store creamers, beverages, and cultured dairy products, distributor of fl uid milk, marketed under more than with an emphasis on foodservice customers 50 local and regional dairy brands and a wide array and private label retail. Approximately 64% of of private labels. Fresh Dairy Direct also distributes Morningstar’s 2011 net sales were in the foodservice ice cream, cultured products, creamers, juices, teas, channel, and 36% were to retail or other customers. bottled water and other products. We plan to invest to support the future growth of Fresh Dairy Direct’s strategy is to provide excellent this business, and expect continued solid returns products and services while achieving signifi cantly from our investment. lower costs. We strive to use our superior quality One of Morningstar’s core strengths is its and lower costs to win new customers and grow investment to support customers through the profi tability while offering superior customer development of innovative products, menu items service through one of the country’s largest and in-store solutions that drive customer volume refrigerated store delivery networks. and profi t. The history and future of Morningstar Fresh Dairy Direct has faced challenges since have a common thread of deep customer late 2009 as the result of weak industry relationships where we’re as passionate about volumes, competitive pricing pressures, and their progress as we are our own. Successful highly infl ationary commodities. We have taken collaboration across Morningstar plant teams, sales a number of signifi cant steps to improve the teams, and corporate staff has built solid customer performance of Fresh Dairy Direct. We streamlined relationships and driven a performance culture. our list of initiatives and focused on three core In fact, McDonald’s USA named Dean Foods as areas: reducing costs, price realization to cover their 2011 U.S. Supplier of the Year. To say we commodity infl ation, and offsetting industry volume are proud of this honor and humbled by it is an weakness through new business wins. Execution understatement. in these areas has been essential to help offset the headwinds facing this business, although we still have work to do. At Dean Foods, we are fortunate to offer a portfolio full of natural, nutritious products that are staples of a healthy diet. Our products are served in homes, schools, restaurants, hospitals, and coffee shops every day. In fact, over 80% of U.S. households purchased a branded Dean Foods product in 2011. And that doesn’t include our private label or restaurant products. Consolidated Results Looking Forward We fi nished 2011 with $464 million of full-year In 2012, we expect diffi cult conditions to continue consolidated adjusted operating income, down for the broader fl uid milk industry, but we are two percent from 2010.* Adjusted diluted earnings cautiously optimistic about our business. We expect per share were $0.77.* In one year, we reduced our raw milk costs to remain relatively fl at throughout leverage ratio of funded debt to EBITDA from 5.13 2012. We believe we have momentum behind our times to 4.64 times as of December 31, 2011, well Morningstar and WhiteWave-Alpro segments below the scheduled 5.50 covenant step down and that Fresh Dairy Direct is entering 2012 with at the end of the fi rst quarter of 2012. Continued improved prospects and a leaner cost structure. cost savings initiatives combined with declining Challenges such as fl uid milk category volume raw milk prices in the fourth quarter helped offset weakness, retail pricing pressures, and organic ongoing fl uid milk category volume declines milk supply shortages will test the dairy industry. and rising commodity costs, allowing our largest Nevertheless, we look forward to a year marked segment, Fresh Dairy Direct, to return to profi t by determination, perseverance, and progress as growth in the fourth quarter of 2011. we work to deliver results for our shareholders, employees, customers, and consumers. A Solid Year We celebrated many accomplishments in spite Thank you for your confi dence and support, of the headwinds we faced in 2011. In addition to consistently meeting our external fi nancial guidance, we won signifi cant new volume, launched innovative new products, and reduced costs across the business. Our national footprint, superior quality products, dedication to customer service, advanced R&D efforts, and focus on cost savings are the strengths that will continue to differentiate Dean Foods in the minds of our customers and consumers. *For a reconciliation of the adjusted fi nancial results contained herein, see the “Additional Information” at the end of this report. 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, 2011 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 75-2559681 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 Name of Each Exchange on Which Registered Common Stock, $.01par value 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 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.
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