The goodness of dairy 2015 Annual Report 42805 Merrill_Cover_A240821.indd 3 3/24/16 11:20 PM Dear Fellow Stockholders: 2015 was a year of substantial success and accomplishments and I’m excited to share with you our progress from the past year. We exited the year with great financial results and entered 2016 with significant momentum. It was a year where we accomplished several of our previous goals and we continue to sharpen our focus. Financially, 2015 was a year of opportunity. • We experienced significant improvement • We returned approximately $79 million in our P&L. in cash to our shareholders in the form of • We improved our liquidity, extended debt dividends and share repurchases. maturities and increased flexibility with • We generated strong free cash flow of modified debt facilities providing up to approximately $246 million. $1 billion in liquidity. • We invested approximately $163 million in • We fortified our balance sheet with total our business through capital expenditures. leverage declining over two full turns in 2015 to 1.89 net debt to EBITDA. DairyPure® was the big news of the year. The April 2015 launch of our national white milk brand is off to a great start. Consumers are telling us they’re asking for DairyPure by name and that the 5 Point Purity Promise™ is important to them when making their choice for their family’s milk. We expect great things from DairyPure and are looking forward to sharing more news with you next year. Expansion of the DairyPure brand With the successful launch of DairyPure, one national brand endorsed by our local brands, Dean Foods is embarking on the expansion of DairyPure products: • School milk has transitioned to DairyPure, allowing our youngest consumers to have the daily opportunity to drink our milk at school. • DairyPure Lactose Free milk is now available at large retailers throughout the country. • DairyPure creams now come in new packaging and are available nationwide in both retail and foodservice channels. 42805 Merrill_Cover_A240821.indd 4 3/24/16 11:20 PM TruMoo continues to grow TruMoo is America’s favorite flavored milk brand. In addition to chocolate, vanilla and strawberry, limited-time offers prove to be popular. With the introduction of TruMoo Calcium Plus, we are adding more nutritional benefit to flavored milk. Also, TruMoo’s expansion into protein drinks continues our focus on healthy indulgences while providing a nutritious drink for people needing an extra boost of protein in their diets. TruMoo® continues to grow and expand, No. 1 and No. 2 spots in their categories in 80% of maintaining its position as the No. 1 flavored milk the markets where we compete. Milk can be found in the country. Limited-time-offer flavors such as in 89.9% of U.S. homes and the category has been Chocolate Marshmallow and Orange Scream are showing signs of recovery compared to the declines seasonal favorites. In 2015 we asked consumers in prior years as consumers again recognize the what new flavor they’d like to see in 2016 and they great nutrition and health benefits of dairy. chose Cookies n’ Cream, which will launch this year. With the extension of the DairyPure and TruMoo TruMoo also houses our protein drinks, making it brands, along with a focus on what consumers are a powerhouse brand. looking for in their dairy products, we feel Dean DairyPure and TruMoo were just two areas of focus Foods is well-positioned to take advantage of in 2015. We also increased our productivity and changing trends in the market. improved operational efficiencies by eliminating We’re looking forward to the opportunities 2016 waste in our system and acting on opportunities has in store for us. I would be regretful if I did not to leverage our scale and purchasing power. recognize our approximately 17,000 employees As we move into 2016, we continue to focus for making Dean Foods better today than it was on efforts to enhance future capabilities, drive yesterday. Together we continue to strive to be the operational excellence, transform how we go to most admired and trusted provider of wholesome, market, strengthen our private label business, great-tasting dairy products at every occasion. and build and buy strong brands. See the next And thank you, our stockholders, for your continued page for more details on what our focus will support and confidence in us going forward. mean for 2016 and beyond. We expect 2016 to be a year where our operating Sincerely, and financial momentum continues. Dean Foods continues to provide one-third of the national fluid milk volume and our top brands hold the 42805 Merrill_Insert A240821.indd 1 3/24/16 11:43 PM Our strategy to invest and grow our portfolio of brands while strengthening our operations and capabilities to achieve a more profitable core business is underscored by our commitments to people, safety, quality and service and anchored by the following pillars: Enhance Future Capabilities — Fostering an Strengthen Private Label Business — We will engaged and aligned organization with a enhance profitability by lowering internal costs, consumer mindset, we will continue to improve partnering with our customers and driving standard processes and technology to enable cross- practices across our business. We will strategically functional decision-making, creating opportunities target key customers and channels. to build our business. Build and Buy Strong Brands — In addition to Drive Operational Excellence — As we increase evaluating and considering strategic opportunities, plant and transportation efficiencies, simplify our we will build our existing brands with consumer-led portfolio and standardize processes, we will also innovation, marketing and logistical excellence. optimize our network for efficiency and flexibility to deliver new products and routes to market. Transform Go To Market — We will expand our reach to meet evolving consumer needs while more profitably serving customers through new delivery and production capabilities. We will drive efficiency through standardized business principles and customer collaboration. 42805 Merrill_Insert A240821.indd 2 3/24/16 11:43 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2015 OR អ 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) 9MAR201614111070 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, $.01 par 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 ፤ No អ 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 អ No ፤ 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 ፤ No អ 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 ፤ No អ 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 អ 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 ፤ Accelerated filer អ Non-accelerated filer អ Smaller reporting company អ (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 អ No ፤ The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant at June 30, 2015, based on the closing price for the registrant’s common stock on the New York Stock Exchange on June 30, 2015, was approximately $1.53 billion. The number of shares of the registrant’s common stock outstanding as of February 17, 2016 was 91,686,411 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 11, 2016, 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.