DALLAS, Aug. 8, 2016 /PRNewswire/ -- Dean Foods Company (NYSE: DF) today reported second quarter 2016 results.

Highlights


    --  Q2 net income per diluted share was $0.36 and adjusted net income per
        diluted share was $0.38, toward the high end of previous provided
        guidance
    --  Q2 operating income of $73 million demonstrates continued year-over-year
        improvement, driven by diligent cost focus and pricing discipline
    --  Acquisition of Friendly's ice cream business completed June 20
    --  Q3 2016 diluted earnings per share are expected to be $0.28 to $0.36;
        adjusted diluted earnings per share are expected to be $0.32 to $0.40

Chief Executive Officer Gregg Tanner said, "Our second quarter performance demonstrates our continued focus on driving strong operational and financial performance across all functions. We have a clear strategic vision for long-term growth, and our entire organization is focused on executing our agenda."

Second Quarter 2016 Operating Results



     Financial
     Summary
     *          Three months ended       Six months ended
                     June 30,                June 30,
                     --------                --------

    (In
     millions,
     except
     per
     share
     amounts)  2016                 2015 2016               2015
    ---------- ----                 ---- ----               ----


     Gross
     Profit

    GAAP          $                 493    $               496   $  997 $    974

    Adjusted      $                 490    $               496   $  995 $    973


     Operating
     Income
     (Loss)

    GAAP          $                  73    $                57   $  151 $    (3)

    Adjusted      $                  70    $                67   $  153 $    119


     Interest
     Expense

    GAAP          $                  17    $                17   $   34 $     34

    Adjusted      $                  17    $                17   $   33 $     33


    Net
     Income
     (Loss)

    GAAP          $                  33    $                27   $   73 $   (47)

    Adjusted      $                  35    $                32   $   76 $     54


     Diluted
     Earnings
     (Loss)
     Per
     Share
     (EPS)

    GAAP          $                0.36    $              0.28   $ 0.79 $ (0.50)

    Adjusted      $                0.38    $              0.33   $ 0.83 $   0.57



    * Adjustments to GAAP due to
     the exclusion of expenses,
     gains or losses associated
     with certain transactions and
     other non-recurring items are
     described and reconciled to
     the comparable GAAP amounts in
     the attached tables.

The second quarter 2016 average Class I Mover, a measure of raw milk costs, was $13.53 per hundred-weight, an approximately 7% sequential decrease from the first quarter 2016 and a decrease of nearly 15% from the second quarter 2015. The third quarter 2016 average Class I Mover forecast of $15.00 per hundred-weight represents an approximately 11% increase sequentially but an approximately 8% decline year-over-year.

Total volume across all products was 632 million gallons for the second quarter 2016, a 3.2% decline compared to total volume of 653 million gallons in the second quarter 2015. For the third quarter 2016, as compared to the prior year period, the Company expects total volumes to decline in the low single digits, but improving versus recent trends.

Based on fluid milk sales data published by the USDA through May, fluid milk volumes improved sequentially from a 0.6% decline in the first quarter of 2016 to a 0.1% increase in the second quarter of 2016 on an unadjusted basis. On this same basis, Dean Foods' share of U.S. fluid milk volumes decreased by 10 basis points sequentially to 34.5% for the quarter-to-date through May.

Cash Flow

Net cash provided by continuing operations for the six months ended June 30, 2016 totaled $125 million. Free cash flow provided by continuing operations, which is defined as net cash provided by continuing operations less capital expenditures, was $80 million for the six months ended June 30, 2016, a $144 million decrease as compared to the prior year period. Year-to-date free cash flow is comparable to the prior year period after reconciling for higher incentive compensation payouts in the first quarter 2016 and the $56 million associated with the Company's 2014 Federal Tax refund received in the first quarter 2015. Capital expenditures totaled $29 million for the quarter. In the second quarter, the Company executed $25 million in share repurchases, successfully repurchasing 1.4 million shares, or 1.5% of total shares outstanding.

Debt

Total outstanding debt at June 30, 2016, net of $24 million cash on hand, was approximately $896 million. The Company's net debt to bank EBITDA ratio, on an all cash netted basis, increased sequentially to 2.00 times at the end of the second quarter 2016 with strong free cash flow, increased bank EBITDA, and the acquisition of the Friendly's ice cream business, which was completed in June.

Forward Outlook

"For the third quarter, with improving volume performance, continued pricing and cost discipline, and favorable year-over-year commodity costs, we expect diluted earnings of between $0.28 and $0.36 per share, and adjusted diluted earnings of between $0.32 and $0.40 per share," concluded Tanner.

Non-GAAP Financial Measures

In addition to the results prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), we have presented certain non-GAAP financial measures, including Adjusted gross profit, Adjusted selling and distribution expenses, Adjusted general and administrative expenses, Adjusted total operating costs and expenses, Adjusted operating income, Adjusted interest expense, Adjusted net income (loss), Adjusted earnings per diluted share, Adjusted EBITDA, Free Cash Flow and total leverage ratio, each as described below.

This non-GAAP financial information is provided as supplemental information for investors and is not in accordance with, or an alternative to, GAAP. Additionally, these non-GAAP measures may be different than similar measures used by other companies.

We believe that the presentation of these non-GAAP financial measures, when considered together with our GAAP financial measures and the reconciliations to the corresponding GAAP financial measures, provides investors with a more complete understanding of the factors and trends affecting our business than could be obtained absent these disclosures. Our management uses these non-GAAP financial measures when evaluating our performance, when making decisions regarding the allocation of resources, in determining incentive compensation for management, and in determining earnings estimates.

A full reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures for the three and six months ended June 30, 2016 and 2015 is set forth in the tables herein.

Adjusted Operating Results

We have supplemented the presentation of our reported GAAP gross profit, selling and distribution expenses, general and administrative expenses, total operating costs and expenses, operating income, interest expense, net income (loss) and earnings per diluted share, with non-GAAP measures that adjust the GAAP measures to exclude the impact of the following (as applicable):


    --  asset impairment charges;
    --  incremental non-cash trademark amortization triggered by the launch of a
        national fresh white milk brand;
    --  gains or losses related to discontinued operations and divestitures;
    --  facility closing, reorganization and realignment costs;
    --  costs associated with the early retirement of long-term debt;
    --  debt issuance costs;
    --  gains (losses) on the mark-to-market of our derivative contracts;
    --  closed deal costs;
    --  interest accretion in connection with litigation settlements;
    --  income tax impacts of the foregoing adjustments; and
    --  adjustments to normalize our income tax expense at a rate of 38%.

We believe these non-GAAP measures provide useful information to investors by excluding expenses, gains or losses that are not indicative of the company's core operating performance. In addition, we cannot predict the timing and amount of gains or losses associated with such items. We believe these non-GAAP measures provide more accurate comparisons of our ongoing business operations and are better indicators of trends in our underlying business. In addition, these adjustments are consistent with how management views our business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating the company's ongoing performance. Further, adjusted gross profit and adjusted operating income are used by management to evaluate key performance indicators of brand mix and low cost, respectively.

Adjusted EBITDA

Adjusted EBITDA is defined as net income before interest expense, income tax expense, depreciation and amortization, as further adjusted to exclude the impact of the adjustments discussed under "Adjusted Operating Results" above (other than the normalized income tax rate, as Adjusted EBITDA excludes the full amount of income tax expense). This information is provided to assist investors in making meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. We believe Adjusted EBITDA is a useful measure for analyzing the performance of our business and is a widely-accepted indicator of our ability to incur and service indebtedness and generate free cash flow. We also believe that EBITDA measures are commonly reported and widely used by investors and other interested parties as measures of a company's operating performance and debt servicing ability because such measures assist in comparing performance on a consistent basis without regard to capital structure, depreciation or amortization (which can vary significantly) and non-operating factors (such as historical cost).

Total Leverage Ratio

Our total leverage ratio is calculated as net debt divided by Bank EBITDA for the trailing four quarters. Net debt is calculated as consolidated funded indebtedness in accordance with our credit agreement, except on an all cash netted basis. Bank EBITDA is calculated as Adjusted EBITDA, as further adjusted to exclude certain non-cash and non-recurring or extraordinary expenses as permitted in calculating covenant compliance under our credit agreement. Management believes analysts and investors commonly use our total leverage ratio as indicators of our ability to service existing debt and our liquidity.

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities from continuing operations less cash payments for capital expenditures. We believe Free Cash Flow is a meaningful non-GAAP measure that offers supplemental information and insight regarding the liquidity of our operations and our ability to generate sufficient cash flow to, among other things, repay debt, invest in our business and repurchase shares of our common stock. A limitation of Free Cash Flow is that it does not represent the total increase or decrease in the cash balance for the period.

Conference Call/Webcast

A webcast to discuss the Company's financial results and outlook will be held at 9:00 a.m. ET today and may be heard live by visiting the "Webcast" section of the Company's website at http://www.deanfoods.com. A slide presentation will accompany the webcast.

About Dean Foods

Dean Foods(®) is a leading food and beverage company and the largest processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Headquartered in Dallas, Texas, the Dean Foods portfolio includes DairyPure(®), the country's first and largest fresh, white milk national brand, and TruMoo®, the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena(®), Berkeley Farms(®), Country Fresh(®), Dean's(®), Friendly's(®), Garelick Farms(®), LAND O LAKES(®*) milk and cultured products*, Lehigh Valley Dairy Farms(®), Mayfield(®), McArthur(®), Meadow Gold(®), Oak Farms(®), PET(®)**, T.G. Lee(®), Tuscan(®) and more. In all, Dean Foods has more than 50 national, regional and local dairy brands as well as private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas, and bottled water. Almost 17,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. For more information about Dean Foods and its brands, visit www.deanfoods.com.

*The LAND O LAKES brand is owned by Land O'Lakes, Inc. and is used by license.

**PET is a trademark used by license.

Some of the statements made in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements relating to: (1) our financial forecast, including projected sales (including specific product lines and the Company as a whole), price realization, profit margins, net income, earnings per share, free cash flow, our leverage ratio and debt covenant compliance, (2) the Company's regional and national branding and marketing initiatives, (3) the Company's innovation, research and development plans and its ability to successfully launch new products or brands, (4) commodity prices and other inputs and the Company's ability to forecast or predict commodity prices, milk production and milk exports, (5) the Company's cost-savings initiatives, including plant closures and route reductions, and its ability to achieve expected savings, (6) planned capital expenditures, (7) the status of the Company's litigation matters, (8) the Company's plans related to its capital structure, (9) the Company's dividend policy, (10) possible repurchases of shares of the Company's common stock, and (11) potential acquisitions. These statements involve risks and uncertainties that may cause results to differ materially from those set forth in this press release, including the risks disclosed by the Company in its filings with the Securities and Exchange Commission. Financial projections are based on a number of assumptions. Actual results could be materially different than projected if those assumptions are erroneous. The cost and supply of commodities and other raw materials are determined by market forces over which the Company has limited or no control. Sales, operating income, net income, debt covenant compliance, financial performance and earnings per share can vary based on a variety of economic, governmental and competitive factors, which are identified in the Company's filings with the Securities and Exchange Commission. The Company's ability to profit from its branding and marketing initiatives depends on a number of factors including consumer acceptance of its products. The declaration and payment of cash dividends under the Company's dividend policy remains at the sole discretion of the Board of Directors and will depend upon its financial results, cash requirements, future prospects, restrictions in its credit agreement and debt covenant compliance, applicable law and other factors that may be deemed relevant by the Board. All forward-looking statements in this press release speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based except as required by law.

CONTACT: Corporate Communications, Jamaison Schuler, +1-214-721-7766; or Investor Relations, Sherri Baker, +1-214-303-3438


                                                                    DEAN FOODS COMPANY

                                                     Condensed Consolidated Statements of Operations

                                                                       (Unaudited)

                                                          (In thousands, except per share data)



                                         Three months ended                               Six months ended
                                              June 30,                                         June 30,
                                              --------                                        --------

                                                 2016                        2015                          2016       2015
                                                 ----                        ----                          ----       ----


     Net sales                                           $1,848,788                                 $2,014,706             $3,727,616   $4,065,468

     Cost of sales                          1,355,535                   1,519,065                     2,730,295  3,091,518
                                            ---------                   ---------                     ---------  ---------

       Gross profit                           493,253                     495,641                       997,321    973,950

    Operating costs and expenses:

      Selling and distribution                331,150                     338,092                       664,037    676,276

      General and administrative               86,614                      87,243                       171,765    174,719

      Amortization of intangibles               4,120                       8,206                        10,445      8,912

      Facility closing and
       reorganization costs, net              (1,400)                      5,408                         (234)     6,653

      Impairment of intangible assets               -                          -                            -   109,910

      Total operating costs and
       expenses                               420,484                     438,949                       846,013    976,470
                                              -------                     -------                       -------    -------

    Operating income (loss)                    72,769                      56,692                       151,308    (2,520)

      Other (income) expense:

      Interest expense                         16,830                      16,974                        33,706     33,502

      Other income, net                       (2,210)                      (294)                      (3,207)     (740)

      Loss on early retirement of long-
       term debt                                    -                          -                            -    43,609

    Income (loss) from continuing
     operations before income taxes            58,149                      40,012                       120,809   (78,891)

    Income tax expense (benefit)               24,778                      13,493                        48,237   (31,759)

    Income (loss) from continuing
     operations                                33,371                      26,519                        72,572   (47,132)

    Loss on sale of discontinued
     operations, net of tax                         -                          -                            -      (89)
                                                  ---                        ---                          ---       ---

      Net income (loss)                                     $33,371                                    $26,519                $72,572    $(47,221)
                                                            =======                                    =======                =======     ========


     Average common shares:

       Basic                                   91,245                      94,386                        91,407     94,308

       Diluted                                 91,680                      94,900                        91,995     94,308


     Basic earnings per common share:

       Income (loss) from continuing
        operations                                            $0.37                                      $0.28                  $0.79      $(0.50)

       Loss from discontinued operations            -                          -                            -         -

       Net income (loss)                                      $0.37                                      $0.28                  $0.79      $(0.50)
                                                              =====                                      =====                  =====       ======


     Diluted earnings per common share:

       Income (loss) from continuing
        operations                                            $0.36                                      $0.28                  $0.79      $(0.50)

       Loss from discontinued operations            -                          -                                    -                 -

       Net income (loss)                                      $0.36                                      $0.28                  $0.79      $(0.50)
                                                              =====                                      =====                  =====       ======


                                                    DEAN FOODS COMPANY

                                          Condensed Consolidated Balance Sheets

                                                       (Unaudited)

                                                      (In thousands)



     ASSETS                                      June 30, 2016                  December 31, 2015
     ------                                      -------------                  -----------------

     Cash and cash equivalents                          $                             23,810          $    60,734

     Other current assets                                    950,661                      1,016,829
                                                                                         ---------

       Total current assets                                  974,471                      1,077,563

     Property, plant and equipment, net                    1,153,061                      1,174,137

     Intangibles and other assets, net                       409,814                        268,463
                                                             -------                        -------

     Total Assets                                       $                          2,537,346          $ 2,520,163
                                                      ===                          =========        === =========



    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------

     Total current liabilities, excluding
      debt                                              $                            642,208          $   760,402

     Total long-term debt, including
      current portion                                        908,754                        834,573

     Other long-term liabilities                             405,677                        379,684

     Total stockholders' equity                              580,707                        545,504
                                                             -------                        -------

     Total Liabilities and Stockholders'
      Equity                                            $                          2,537,346          $ 2,520,163
                                                      ===                          =========        === =========


                                   DEAN FOODS COMPANY

                    Condensed Consolidated Statements of Cash Flows

                                      (Unaudited)

                                     (In thousands)



                                               Six months ended
                                                   June 30,
                                                   --------

    Operating
     Activities                                        2016                   2015
    -----------                                        ----                   ----

    Net cash
     provided by
     operating
     activities                                                $125,319            $271,771


    Investing
     Activities
    -----------

    Payments for
     property,
     plant and
     equipment                                     (45,752)              (48,051)

    Payments for
     acquisitions,
     net of cash
     acquired                                     (157,321)                     -

    Proceeds
     from sale
     of fixed
     assets                                          10,711                 12,815

      Net cash
       used in
       investing
       activities                                 (192,362)              (35,236)


     Financing
      Activities
     -----------

     Net proceeds
      from debt                                      72,405                394,099

     Early
      retirement
      of long-
      term debt                                           -             (476,188)

     Premiums
      paid on
      early
      retirement
      of long-
      term debt                                           -              (37,309)

     Payments of
      financing
      costs                                               -              (15,091)

     Repurchase
      of common
      stock                                        (25,000)                     -

     Cash
      dividends
      paid                                         (16,514)              (13,212)

     Issuance of
      common
      stock, net
      of share
      repurchases
      for
      withholding
      taxes                                           (646)                   939

     Other                                              699                    199

       Net cash
        provided by
        (used in)
        financing
        activities                                   30,944              (146,563)

       Effect of
        exchange
        rate
        changes on
        cash and
        cash
        equivalents                                              $(825)             $(644)

     Change in
      cash and
      cash
      equivalents                                             $(36,924)            $89,328

     Cash and
      cash
      equivalents,
      beginning
      of period                                      60,734                 16,362

     Cash and
      cash
      equivalents,
      end of
      period                                                    $23,810            $105,690
                                                                =======            ========



                                                                                                                                                                  DEAN FOODS COMPANY

                                                                                                                                                    Reconciliation of Non-GAAP Financial Measures

                                                                                                                                                                     (Unaudited)

                                                                                                                                                        (In thousands, except per share data)


                                                                                          Three months ended
                                                                                        June 30, 2016

                                                 Asset write-      Closed deal                        Facility              Loss on         Mark-to-                                Other                Income
                                                     downs            costs                           closing                early            market                             adjustments               tax
                                                  and (gain)                                            and                retirement           on
                                                    loss on                                       reorganization            of debt         derivative
                                                    sale of                                          costs, net                             contracts
                                                     assets

                                GAAP                    (a)              (b)                              (c)                   (d)              (e)                                   (f)                  (g)            Adjusted*
                                ----                    ---              ---                              ---                   ---              ---                                   ---                  ---             --------


     Gross profit                     $                 493,253                   $                       -              $                   -                                 $                        -               $                    -      $   (3,120)   $   -      $    -        $    490,133


     Selling and distribution   331,150                        -                  -                                 -                 -             5,564                                        -                 -             336,714


     General and administrative  86,614                        -            (4,083)                                 -                 -                 -                                       -                 -              82,531


     Total operating costs and  420,484                  (3,384)            (4,083)                             1,400                  -             5,564                                        -                 -             419,981
         expenses


     Operating income            72,769                    3,384               4,083                             (1,400)                 -           (8,684)                                       -                 -              70,152


     Interest expense            16,830                        -                  -                                 -                 -                 -                                   (218)                 -              16,612


     Net income                  33,371                    3,384               4,083                             (1,400)                 -           (8,684)                                     218              3,592               34,564


     Diluted earnings per share       $                    0.36                   $                    0.04               $                0.05                                  $                   (0.02)               $                    -      $    (0.09)   $   -      $ 0.04         $       0.38



                                                                                     Three months ended
                                                                                        June 30, 2015


                                                 Asset write-      Closed deal                        Facility              Loss on         Mark-to-                                Other                Income
                                                     downs            costs                           closing                early            market                             adjustments               tax
                                                  and (gain)                                            and                retirement           on
                                                    loss on                                       reorganization            of debt         derivative
                                                    sale of                                          costs, net                             contracts
                                                     assets

                                GAAP                    (a)              (b)                              (c)                   (d)              (e)                                   (f)                  (g)            Adjusted*
                                ----                    ---              ---                              ---                   ---              ---                                   ---                  ---             --------


     Gross profit                       $495,641                 $                               -                    $                 -                 $                                       -                 $   -                    $    140          $   -   $      -    $  495,781


     Selling and distribution   338,092                        -                  -                                 -                 -             2,196                                        -                 -             340,288


     General and administrative  87,243                        -                  -                                 -                 -                 -                                     (6)                 -              87,237


     Total operating costs and  438,949                  (7,422)                  -                            (5,408)                 -             2,196                                      (6)                 -             428,309
         expenses


     Operating income            56,692                    7,422                   -                             5,408                  -           (2,056)                                       6                  -              67,472


     Interest expense            16,974                        -                  -                                 -                 -                 -                                   (426)                 -              16,548


     Net income                  26,519                    7,422                   -                             5,408                  -           (2,056)                                     432            (5,971)              31,754


     Diluted earnings per share            $0.28                 $                            0.08                     $                 -                 $                                    0.05                  $   -                    $ (0.02)         $   -   $ (0.06)    $     0.33



    * See Notes to Earnings
     Release Tables



                                                                                                                                                         DEAN FOODS COMPANY

                                                                                                                                            Reconciliation of Non-GAAP Financial Measures

                                                                                                                                                             (Unaudited)

                                                                                                                                                (In thousands, except per share data)



                                                                                   Six months ended
                                                                                     June 30, 2016

                                                    Asset write-    Closed                      Facility               Loss on                Mark-to-                                Other             Income
                                                        downs        deal                       closing                 early                  market                              adjustments            tax
                                                     and (gain)     costs                         and                 retirement                 on
                                                       loss on                              reorganization             of debt               derivative
                                                       sale of                                 costs, net                                     contracts
                                                        assets

                                            GAAP           (a)         (b)                          (c)                    (d)                     (e)                                   (f)               (g)              Adjusted*
                                            ----           ---         ---                          ---                    ---                     ---                                   ---               ---              --------


     Gross profit                                 $        997,321              $                   -              $                     -                       $                           -           $                     -              $          (2,587)     $        -     $           -       $              994,734


     Selling and distribution               664,037               -             -                             -                      -                   8,242                                      -               -           672,279


     General and administrative             171,765               -       (4,083)                             -                      -                       -                                     -               -           167,682


     Total operating costs and              846,013         (8,973)       (4,083)                           234                       -                   8,242                                      -               -           841,433
         expenses


     Operating income                       151,308           8,973          4,083                           (234)                      -                (10,829)                                     -               -           153,301


     Interest expense                        33,706               -             -                             -                      -                       -                                  (436)               -            33,270


     Net income                              72,572           8,973          4,083                           (234)                      -                (10,829)                                   436            1,405             76,406


     Diluted earnings per share                   $           0.79              $                0.10               $                  0.04                        $                           -           $                     -              $           (0.12)     $        -     $        0.02       $                  0.83


                                                                                   Six months ended
                                                                                     June 30, 2015


                                                    Asset write-    Closed                      Facility               Loss on                Mark-to-                                Other             Income
                                                        downs        deal                       closing                 early                  market                              adjustments            tax
                                                     and (gain)     costs                         and                 retirement                 on
                                                       loss on                              reorganization             of debt               derivative
                                                       sale of                                 costs, net                                     contracts
                                                        assets

                                            GAAP           (a)         (b)                          (c)                    (d)                     (e)                                   (f)               (g)              Adjusted*
                                            ----           ---         ---                          ---                    ---                     ---                                   ---               ---              --------


     Gross profit                                 $        973,950              $                   -              $                     -                       $                           -           $                     -              $          (1,141)     $        -     $     -         $       972,809


     Selling and distribution               676,276               -             -                             -                      -                   1,206                                      -               -           677,482


     General and administrative             174,719               -             -                             -                      -                       -                                    12                -           174,731


     Total operating costs and              976,470       (117,332)             -                        (6,653)                      -                   1,206                                     12                -           853,703
         expenses


     Operating income (loss)                (2,520)        117,332              -                         6,653                       -                 (2,347)                                   (12)               -           119,106


     Interest expense                        33,502               -             -                             -                      -                       -                                  (852)               -            32,650


     Net income (loss)                     (47,221)        117,332              -                         6,653                  43,609                  (2,347)                                   929         (64,895)            54,060


     Diluted earnings (loss) per share (h)        $         (0.50)             $                1.25               $                     -                       $                        0.06                        $0.46                 $     (0.02)           $     0.01     $     (0.69)        $           0.57



    * See Notes to Earnings
     Release Tables


                                                                           DEAN FOODS COMPANY

                                                             Reconciliation of Non-GAAP Financial Measures*

                                                                               (Unaudited)

                                                                    (In thousands, except ratio data)



                                                             Three months ended                             Six months ended               Trailing
                                                                                                                                                  twelve
                                                                  June 30,                                       June 30,               months ended
                                                                                                                                           June 30,
                                                                                                                                          --------

                                                                      2016                          2015                       2016       2015               2016
                                                                      ----                          ----                       ----       ----               ----

     Reconciliation of Net Income to Adjusted EBITDA and

     Bank EBITDA

     Net income (loss)                                                         $33,371                                     $26,519                   $72,572                   $(47,221) $111,283

     Interest expense                                               16,830                        16,974                     33,706     33,502                          67,017

     Income tax expense (benefit)                                   24,778                        13,493                     48,237   (31,759)                         74,767

     Depreciation and amortization                                  41,403                        46,405                     85,029     84,302                         172,058

     Asset write-downs and (gain) loss on sale of assets (a)             -                            -                         -   109,910                               -

     Closed deal costs (b)                                           4,083                             -                     4,083          -                          4,083

     Facility closing and reorganization costs, net (c)            (1,400)                        5,408                      (234)     6,653                          12,957

     Loss on early retirement of debt (d)                                -                            -                         -    43,609                               -

     Mark-to-market on derivative contracts (e)                    (8,684)                      (2,056)                  (10,829)   (2,347)                        (2,513)

     Other adjustments (f)                                               -                            6                          -        77                             344
                                                                       ---                          ---                        ---       ---                             ---

     Adjusted EBITDA                                                          $110,381                                    $106,749                  $232,564                    $196,726   439,996
                                                                              ========                                    ========                  ========                    ========   -------


     Non-cash share-based compensation expense                                                                                                                       8,750
                                                                                                                                                                     -----

     Bank EBITDA                                                                                                                                                  $448,746
                                                                                                                                                                  ========



                                          June 30, 2016
                                          -------------

     Reconciliation of net debt and total
      leverage ratio

     Total long-term debt, including
      current portion                                   $908,754

     Unamortized discounts and debt
      issuance costs                             10,862

     Cash and cash equivalents                 (23,810)

     Net debt                                           $895,806
                                                        ========

     Bank EBITDA                                448,746

     Total leverage ratio                          2.00


                                                Six months ended
                                                     June 30,
                                                    --------

                                                      2016              2015
                                                      ----              ----

    Reconciliation
     of Free Cash
     Flow provided
     by (used in)
     continuing
     operations

     Net cash
      provided by
      operating
      activities              $125,319                         $271,771

     Payments for
      property,
      plant and
      equipment      (45,752)          (48,051)

      Free Cash Flow
       provided by
       continuing
       operations              $79,567                         $223,720
                               =======                         ========


    * See Notes to Earnings
     Release Tables


                   DEAN FOODS COMPANY

    Reconciliation of Non-GAAP Financial Measures*

                      (Unaudited)



                                                           Three
                                                          months
                                                           ended
                                                        September
                                                            30,
                                                               2016
                                                               ----

    Reconciliation of Diluted Adjusted Earnings Per
     Share Guidance


    Diluted GAAP Earnings per share
     guidance                                         $0.28 - $0.36

    Trademark amortization (a)                                 0.03

    Facility closing and reorganization
     costs, net (c)                                            0.01

    Mark-to-market on commodity
     derivative contracts (e)                                     -

    Diluted Adjusted Earnings per share
     guidance                                         $0.32 - $0.40
                                                        ===========


          * See Notes to Earnings
           Release Tables


    Notes to Earnings Release Tables
    --------------------------------


    For the three and six months ended June 30, 2016 and 2015, the
     adjusted results and certain other non-GAAP financial measures
     differ from the Company's results under GAAP due to the exclusion of
     expenses, gains or losses associated with certain transactions and
     other non-recurring items that we believe are not indicative of our
     core operating results. For additional information on our non-GAAP
     financial measures, see the section entitled "Non-GAAP Financial
     Measures" in this release.


              (a)               In conjunction
                                 with our decision
                                 to launch
                                 DairyPure in the
                                 first quarter of
                                 2015, we
                                 reclassified
                                 certain of our
                                 indefinite-lived
                                 trademarks to
                                 finite-lived,
                                 resulting in a
                                 triggering event
                                 for impairment
                                 testing purposes.
                                 The related
                                 adjustment
                                 reflects the
                                 elimination of
                                 the following:

              i.                A non-cash charge of $109.9 million
                                 ($68.7 million net of tax) in the
                                 first quarter of 2015 related to the
                                 impairment of certain intangible
                                 assets, and $7.4 million of related
                                 amortization expense in the second
                                 quarter of 2015; and

              ii.               Amortization expense recorded on
                                 these finite-lived trademarks of
                                 $3.4 million and $9.0 million for
                                 the three and six months ended June
                                 30, 2016, respectively.

              (b)               The adjustment
                                 reflects the
                                 elimination of
                                 $4.1 million in
                                 expenses related
                                 to the
                                 acquisition of
                                 Friendly's Ice
                                 Cream Holdings
                                 Corp. completed
                                 on June 20, 2016.

              (c)               The adjustment
                                 reflects the
                                 elimination of
                                 severance charges
                                 and non-cash
                                 asset
                                 impairments, net
                                 of (gains) losses
                                 on related asset
                                 sales, for
                                 approved facility
                                 closings and
                                 restructuring
                                 plans.

              (d)               During the first
                                 quarter of 2015,
                                 we redeemed the
                                 remaining
                                 outstanding
                                 principal amount
                                 of $476.2 million
                                 of our 2016
                                 senior notes.
                                 The adjustment
                                 reflects the
                                 related
                                 elimination of
                                 the following:

              i.                A $38.3 million pre-tax loss on the
                                 early extinguishment of debt in the
                                 first quarter of 2015, which
                                 consisted of debt redemption
                                 premiums of $37.3 million, a write-
                                 off of unamortized debt issue costs
                                 of $0.8 million, and a write-off of
                                 the remaining bond discount and
                                 interest rate swaps of $0.2 million;
                                 and

              ii.               In conjunction with the execution of
                                 our current credit agreement and the
                                 amendment of our receivables-backed
                                 facility in the first quarter of
                                 2015, the write-off of unamortized
                                 debt issue costs related to our
                                 previous credit facility of $5.3
                                 million.

              (e)               The adjustment
                                 reflects the
                                 elimination of
                                 the (gain) loss
                                 on the mark-to-
                                 market of our
                                 commodity
                                 derivative
                                 contracts. All of
                                 our commodity
                                 derivative
                                 contracts are
                                 marked to market
                                 in our statement
                                 of operations
                                 during each
                                 reporting period
                                 with a
                                 corresponding
                                 derivative asset
                                 or liability on
                                 our balance
                                 sheet.

               (f)               The adjustment
                                 reflects the
                                 elimination of
                                 the following:

               i.               Interest accretion in connection with
                                 the settlement of a previously
                                 disclosed dairy farmer class action
                                 lawsuit filed in the United States
                                 District Court for the Eastern
                                 District of Tennessee.  The Court
                                 granted final approval of the
                                 settlement agreement on June 15,
                                 2012 and the final installment
                                 payment was made in June of 2016;
                                 and

               ii.               A taxing authority settlement of
                                 certain contingent obligations that
                                 we retained in connection with prior
                                 discontinued operations.

              (g)               The adjustment
                                 reflects the
                                 income tax impact
                                 of adjustments
                                 (a) through (f)
                                 and an adjustment
                                 to our income tax
                                 expense (benefit)
                                 to reflect income
                                 tax at a tax rate
                                 of 38%, which we
                                 believe
                                 represents our
                                 normalized long-
                                 term effective
                                 tax rate as a
                                 U.S. domiciled
                                 business.

              (h)               Includes an
                                 adjustment to
                                 diluted shares
                                 outstanding to
                                 reflect an add-
                                 back of
                                 approximately 454
                                 thousand dilutive
                                 shares, which
                                 were anti-
                                 dilutive for GAAP
                                 purposes.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/dean-foods-announces-second-quarter-2016-results-300310099.html

SOURCE Dean Foods Company