DALLAS, Feb. 16, 2017 /PRNewswire/ -- Dean Foods Company (NYSE: DF) today reported fourth quarter and full year 2016 results.

Highlights


    --  Q4 net income per diluted share was $0.36 and adjusted net income per
        diluted share was $0.38
    --  Full year net income per diluted share was $1.31 and adjusted net income
        per diluted share was $1.57
    --  Continued year-over-year improvement in total volume performance,
        operating income, and earnings per share
    --  Significant cost productivity throughout the entire supply chain,
        delivering over $80 million of gross savings
    --  Growing strong brands through line extensions in DairyPure, Friendly's
        acquisition, and Organic Valley partnership
    --  Full year 2017 adjusted diluted earnings are expected to be $1.35 to
        $1.55 per diluted share; Q1 2017 adjusted diluted earnings are expected
        to be $0.12 to $0.20 per diluted share ((1))

Chief Executive Officer Ralph Scozzafava said, "2016 was a strong year for Dean Foods. In the fourth quarter, we delivered 6% growth in both adjusted operating income per gallon and adjusted earnings per share. For the full year, our operating income per gallon grew nearly 21% versus prior year. Our adjusted earnings per share of $1.57 represents a nearly 28% increase over 2015. I am very pleased with the hard work this organization has dedicated to driving improved results in support of our long-term strategic agenda."

Business Updates

In November 2016, the company announced a strategic joint venture with CROPP, the largest independent organic farmer cooperative in the U.S., to bring the Organic Valley brand and its organic milk to retailers and consumers by leveraging Dean Foods' selling organization, processing plants and refrigerated direct-to-store delivery ("DSD") distribution system. The joint venture, called Organic Valley Fresh, will operate on a 50/50 basis of ownership, governance and profit, with a dedicated management team working in the interest of the joint venture and its objectives. For Dean Foods, this brings a strong organic brand to our existing portfolio of category-leading brands, a reliable supply of organic milk, and a new channel for profitable growth. Adding the Organic Valley® brand to the current portfolio of Dean Foods' branded dairy products such as DairyPure® and TruMoo® enables Dean Foods to offer retail customers the largest and most comprehensive lineup of dairy offerings across multiple segments with national brands that consumers know and trust. The joint venture, which we expect to begin shipping product in mid-to-late 2017, brings the best capabilities of both organizations together for a common goal of profitable brand growth, driving awareness through increased reach and availability of great tasting organic products. Due to ramp-up, earnings accretion in 2017 is expected to be minimal, but the company is excited about the potential for growth starting in 2018.

Fourth Quarter and Full Year 2016 Operating Results

Chief Financial Officer Chris Bellairs said, "We delivered a fourth quarter and full year of exceptional financial performance. For the full year 2016, we delivered $257 million of net cash from operating activities and $113 million of free cash flow. On an all-cash netted basis, our total leverage improved to 1.89 times net debt to bank EBITDA. Importantly, we returned nearly half of our 2016 free cash flow to shareholders through dividends and opportunistic share repurchases."


    1. Please refer to "Forward Outlook" and "Non-GAAP Financial Measures" for
       additional information. We provide guidance on a non-GAAP basis and are
       unable to provide a full reconciliation to GAAP without unreasonable
       efforts as we cannot predict the amount or timing of certain elements
       which are included in reported GAAP results, including mark-to-market
       adjustments of hedging activities, asset impairment charges, and other
       non-recurring events or transactions that may have a significant impact
       to reported GAAP results.


    Financial
     Summary *    Three Months Ended December 31       Twelve Months Ended December 31
                  ------------------------------       -------------------------------

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


    Gross Profit

    GAAP                  $501                    $508                      $1,988      $1,974

    Adjusted              $497                    $509                      $1,985      $1,973


    Operating
     Income

    GAAP                   $70                     $45                        $264         $93

    Adjusted               $70                     $67                        $293        $248


    Interest
     Expense

    GAAP                   $17                     $16                         $67         $67

    Adjusted               $17                     $16                         $66         $66


    Net Income
     (Loss)

    GAAP                   $33                     $18                        $120        $(9)

    Adjusted               $34                     $33                        $144        $115


    Diluted
     Earnings
     (Loss) Per
     Share (EPS)

    GAAP                 $0.36                   $0.20                       $1.31     $(0.09)

    Adjusted             $0.38                   $0.36                       $1.57       $1.23



                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.

Total volume across all products was 653 million gallons for the fourth quarter of 2016, a 0.8% decline compared to total volume of 658 million gallons in the fourth quarter of 2015. Full year 2016 volumes totaled 2.6 billion gallons, a 2.1% decline versus full year 2015.

Based on fluid milk sales data published by the USDA through December, fluid milk volume decreased 1.2% year-over-year in the fourth quarter of 2016 on an unadjusted basis. On this same basis, Dean Foods' share of U.S. fluid milk volumes increased by 10 basis points year-over-year.

Raw milk costs in the fourth quarter of 2016 increased roughly 6% from the third quarter of 2016 and decreased 2% from the fourth quarter of 2015. On a full year basis, the average Class I Mover was $14.80 per hundred-weight, a 9% decrease over full year 2015. For 2017, dairy commodity inflation is expected to be in the range of 15-20%, with the highest inflationary levels expected in the first half of 2017.

Cash Flow

Net cash provided by continuing operations for the twelve months ended December 31, 2016, totaled $257 million. Free cash flow provided by continuing operations, which is defined as net cash provided by continuing operations less capital expenditures, was $113 million for the twelve months ended December 31, 2016, a $133 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 of 2016 and the $56 million associated with the Company's 2014 federal tax refund received in the first quarter of 2015. Capital expenditures totaled $63 million for the quarter and $145 million for the full year 2016. For the full year 2017, we expect capital expenditures of $120 million to $130 million, and free cash flow of $125 million to $150 million.

Debt

Total outstanding debt at December 31, 2016, net of $18.0 million cash on hand, was approximately $877.1 million. The Company's net debt to bank EBITDA total leverage ratio, on an all-cash netted basis, decreased sequentially to 1.89 times at the end of the fourth quarter of 2016 due to strong free cash flow and increased bank EBITDA.

Forward Outlook

Going forward, we will transition to providing guidance on an annual basis only. We are driving our strategy with a long-term perspective and feel it's appropriate to give a better view that emphasizes sustainable value creation for our shareholders.

"Our 2017 growth and productivity agendas are robust and will ramp up through the year, driving a larger portion of our earnings into the back half. We expect to deliver full-year adjusted earnings per share of $1.35 to $1.55. In the first quarter, we expect dairy commodity inflation of nearly 20% and a roughly 1% decline in total volume performance versus prior year. As we continue to invest in our strategic initiatives and brand building for future growth, we expect first quarter adjusted earnings per share in the range of $0.12 to $0.20," concluded Scozzafava.

We provide guidance on a non-GAAP basis and are unable to provide a full reconciliation to GAAP without unreasonable efforts as we cannot predict the amount or timing of certain elements which are included in reported GAAP results, including mark-to-market adjustments of hedging activities, asset impairment charges, and other non-recurring events or transactions that may have a significant impact to reported GAAP results.

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 (loss) 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 twelve months ended December 31, 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 (loss) 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;
    --  closed deal costs;
    --  facility closing, reorganization and realignment costs;
    --  debt issuance costs;
    --  costs associated with the early retirement of long-term debt;
    --  gains (losses) on the mark-to-market of our derivative contracts;
    --  separation costs;
    --  gains or losses related to discontinued operations and divestitures;
    --  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 an indicator 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 clicking the earnings button on 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 of Eagle Family Foods Group LLC, under 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), total volume, 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                                            Twelve Months Ended
                                                         December 31                                               December 31

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

    Net sales                                         $2,018,009                                          $2,022,500                         $7,710,226  $8,121,661

    Cost of sales                           1,516,589                           1,514,029                               5,722,710              6,147,252
                                            ---------                           ---------                               ---------              ---------

    Gross profit                              501,420                             508,471                               1,987,516              1,974,409

    Operating costs and expenses:

    Selling and distribution                  342,835                             355,548                               1,348,349              1,379,317

    General and administrative                 83,423                              90,689                                 346,028                350,324

    Amortization of intangibles                 5,156                               6,340                                  20,752                 21,653

    Facility closing and reorganization
     costs, net                                 (344)                             10,482                                   8,719                 19,844

    Impairment of intangible assets                 -                                  -                                      -               109,910
                                                  ---                                ---                                    ---               -------

    Total operating costs and expenses        431,070                             463,059                               1,723,848              1,881,048
                                              -------                             -------                               ---------              ---------

    Operating income                           70,350                              45,412                                 263,668                 93,361

    Other (income) expense:

    Interest expense                           16,525                              16,308                                  66,795                 66,813

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

    Other income, net                         (1,393)                            (2,047)                                (5,778)               (3,751)
                                               ------                                                                                           ------

    Total other expense                        15,132                              14,261                                  61,017                106,671
                                               ------                              ------                                  ------                -------

    Income (loss) from continuing
     operations before income taxes            55,218                              31,151                                 202,651               (13,310)

    Income tax expense (benefit)               21,699                              12,333                                  82,034                (5,229)

    Income (loss) from continuing
     operations                                33,519                              18,818                                 120,617                (8,081)

    Loss from discontinued operations,
     net of tax                                 (312)                            (1,095)                                  (312)               (1,095)

    Gain (loss) on sale of discontinued
     operations, net of tax                     (376)                                757                                   (376)                   668
                                                 ----                                 ---                                    ----                    ---

    Net income (loss)                                    $32,831                                             $18,480                           $119,929    $(8,508)
                                                         =======                                             =======                           ========     =======

    Average common shares:

    Basic                                      90,508                              91,363                                  90,934                 93,298

    Diluted                                    91,131                              92,028                                  91,510                 93,298

    Basic income (loss) per common share:

    Income (loss) from continuing
     operations                                            $0.37                                               $0.20                              $1.33     $(0.09)

    Loss from discontinued operations          (0.01)                                  -                                 (0.01)                     -

    Net income (loss)                                      $0.36                                               $0.20                              $1.32     $(0.09)
                                                           =====                                               =====                              =====      ======

    Diluted income (loss) per common share:

    Income (loss) from continuing
     operations                                            $0.37                                               $0.20                              $1.32     $(0.09)

    Loss from discontinued operations          (0.01)                                  -                                 (0.01)                     -

    Net income (loss)                                      $0.36                                               $0.20                              $1.31     $(0.09)
                                                           =====                                               =====                              =====      ======


                                                           DEAN FOODS COMPANY

                                                 CONDENSED CONSOLIDATED BALANCE SHEETS

                                                              (Unaudited)

                                                             (In thousands)


                                                              December 31, 2016                 December 31, 2015
                                                              -----------------                -----------------

                            ASSETS

     Cash and cash equivalents                                                         $17,980                          $60,734

     Other current assets                                             1,040,650                            1,016,829
                                                                      ---------                            ---------

     Total current assets                                             1,058,630                            1,077,563

     Property, plant and equipment, net                               1,163,851                            1,174,137

     Intangibles and other assets, net                                  383,746                              268,463
                                                                        -------                              -------

    Total                                                                           $2,606,227                       $2,520,163
                                                                                    ==========                       ==========

             LIABILITIES AND STOCKHOLDERS' EQUITY

     Total current liabilities, excluding
      debt                                                                            $706,981                         $760,402

     Total long-term debt, including
      current portion                                                   886,051                              834,573

     Other long-term liabilities                                        402,639                              379,684

     Total stockholders' equity                                         610,556                              545,504
                                                                        -------                              -------

    Total                                                                           $2,606,227                       $2,520,163
                                                                                    ==========                       ==========





                                                 DEAN FOODS COMPANY

                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    (Unaudited)

                                                   (In thousands)


                                                                                  Twelve Months Ended December 31
                                                                                  -------------------------------

                                                                                             2016                       2015
                                                                                             ----                       ----

    Operating Activities
    --------------------

    Net cash provided by operating activities                                            $257,413                   $408,153


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

    Payments for property, plant and equipment                                          (144,642)                 (162,542)

    Payments for acquisitions, net of cash acquired                                     (158,203)                         -

    Proceeds from sale of fixed assets                                                     14,705                     18,495

    Other                                                                                       -                   (2,200)
                                                                                              ---                    ------

    Net cash used in investing activities                                               (288,140)                 (146,247)


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

    Net proceeds from debt                                                                 47,868                    393,283

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

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

    Payments of financing costs                                                                 -                  (16,816)

    Repurchase of common stock                                                           (25,000)                  (53,010)

    Cash dividends paid                                                                  (32,828)                  (26,182)

    Issuance of common stock, net of share repurchases for
     withholding taxes                                                                      (720)                      (16)

    Other                                                                                     746                        342
                                                                                              ---                        ---

    Net cash used in financing activities                                                 (9,934)                 (215,896)

    Effect of exchange rate changes on cash and cash
     equivalents                                                                          (2,093)                   (1,638)
                                                                                           ------                     ------

    Change in cash and cash equivalents                                                  (42,754)                    44,372

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

    Cash and cash equivalents, end of period                                              $17,980                    $60,734
                                                                                          =======                    =======


                                                                                                               DEAN FOODS COMPANY

                                                                                                  RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                                                                                                   (Unaudited)

                                                                                                      (In thousands, except per share data)


                                          Three Months Ended December 31, 2016
                                       ------------------------------------

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

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

    Gross profit              $501,420              $                        -      $          -                                 $                     -                  $(3,938)              $        -           $    -               $497,482


    Selling and
     distribution              342,835                                       -                 -                                                       -                     1,620                        -                -                344,455


    General and
     administrative             83,423                                       -             (493)                                                       -                         -                 (1,436)                -                 81,494

    Amortization of
     intangibles                 5,156                                 (3,935)                 -                                                       -                         -                       -                -                  1,221

    General and
     administrative,
     including
     Amortization of
     intangibles                88,579                                 (3,935)             (493)                                                       -                         -                 (1,436)                -                 82,715


    Total operating
     costs and expenses        431,070                                 (3,935)             (493)                                                     344                      1,620                  (1,436)                -                427,170


    Operating income            70,350                                   3,935                493                                                    (344)                   (5,558)                   1,436                 -                 70,312


    Interest expense            16,525                                       -                 -                                                       -                         -                       -                -                 16,525


    Income from
     continuing
     operations                 33,519                                   3,935                493                                                    (344)                   (5,558)                   1,436               731                  34,212


    Loss from
     discontinued
     operations, net of
     tax                         (688)                                      -                 -                                                       -                         -                     688                 -                      -


    Net income                  32,831                                   3,935                493                                                    (344)                   (5,558)                   2,124               731                  34,212


    Diluted earnings per
     share                       $0.36                                   $0.04              $0.01                                  $                     -                   $(0.06)                   $0.02             $0.01                   $0.38

                                       Three Months Ended December 31, 2015
                                       ------------------------------------

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

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

    Gross profit              $508,471              $                        -      $          -                                 $                     -                      $217               $        -           $    -               $508,688


    Selling and
     distribution              355,548                                       -                 -                                                       -                   (5,236)                       -                -                350,312


    General and
     administrative             90,689                                       -                 -                                                       -                         -                    (12)                -                 90,677

    Amortization of
     intangibles                 6,340                                 (5,589)                 -                                                       -                         -                       -                -                    751

    General and
     administrative,
     including
     Amortization of
     intangibles                97,029                                 (5,589)                 -                                                       -                         -                    (12)                -                 91,428


    Total operating
     costs and expenses        463,059                                 (5,589)                 -                                                (10,482)                   (5,236)                    (12)                -                441,740


    Operating income            45,412                                   5,589                  -                                                  10,482                      5,453                       12                 -                 66,948


    Interest expense            16,308                                       -                 -                                                       -                         -                   (218)                -                 16,090


    Income from
     continuing
     operations                 18,818                                   5,589                  -                                                  10,482                      5,453                      230           (7,772)                 32,800


    Loss from
     discontinued
     operations, net of
     tax                         (338)                                      -                 -                                                       -                         -                     338                 -                      -


    Net income                  18,480                                   5,589                  -                                                  10,482                      5,453                      568           (7,772)                 32,800


    Diluted earnings per
     share                       $0.20                                   $0.06       $          -                                                   $0.11                      $0.06                    $0.01           $(0.08)                  $0.36



    *            See notes to Earnings
                  Release Tables




                                                                                                                                                                                           DEAN FOODS COMPANY

                                                                                                                                                                             RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                                                                                                                                                                              (Unaudited)

                                                                                                                                                                                 (In thousands, except per share data)


                                                                                  Twelve Months Ended December 31, 2016

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

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

    Gross profit                        $1,987,516                          $                      -                                       $       -                                 $                               -                        $      -                 $(2,143)             $       -    $   -     $1,985,373


    Selling and distribution  1,348,349                                   -                                       -                                -                                 -                                            10,655                           -           -     1,359,004


    General and
     administrative             346,028                                   -                                 (4,926)                                -                                 -                                                 -                   (11,561)           -       329,541

    Amortization of
     intangibles                 20,752                            (16,843)                                       -                                -                                 -                                                 -                          -           -         3,909

    General and
     administrative,
     including Amortization
     of intangibles             366,780                            (16,843)                                 (4,926)                                -                                 -                                                 -                   (11,561)           -       333,450


    Total operating costs and
     expense                  1,723,848                            (16,843)                                 (4,926)                          (8,719)                                 -                                            10,655                    (11,561)           -     1,692,454


    Operating income            263,668                              16,843                                    4,926                             8,719                                  -                                          (12,798)                     11,561            -       292,919


    Interest expense             66,795                                   -                                       -                                -                                 -                                                 -                      (436)           -        66,359


    Income from continuing
     operations                 120,617                              16,843                                    4,926                             8,719                                  -                                          (12,798)                     11,997      (6,256)       144,048


    Loss from discontinued
     operations, net of tax       (688)                                  -                                       -                                -                                 -                                                 -                        688            -             -


    Net income                  119,929                              16,843                                    4,926                             8,719                                  -                                          (12,798)                     12,685      (6,256)       144,048


    Diluted earnings per
     share                                   $1.31                                             $0.18                                            $0.05                                                              $0.10                        $       -                  $(0.14)                 $0.14   $(0.07)          $1.57

                                                                              Twelve Months Ended December 31, 2015

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

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

    Gross profit                        $1,974,409                          $                      -                                       $       -                                 $                               -                        $      -                   $(970)             $       -    $   -     $1,973,439


    Selling and distribution  1,379,317                                   -                                       -                                -                                 -                                           (6,939)                          -           -     1,372,378


    General and
     administrative             350,324                                   -                                       -                                -                                 -                                                 -                          6            -       350,330

    Amortization of
     intangibles                 21,653                            (18,629)                                       -                                -                                 -                                                 -                          -           -         3,024

    General and
     administrative,
     including Amortization
     of intangibles             371,977                            (18,629)                                       -                                -                                 -                                                 -                          6            -       353,354


    Total operating costs and
     expenses                 1,881,048                           (128,539)                                        -                         (19,844)                                 -                                           (6,939)                          6            -     1,725,732


    Operating income             93,361                             128,539                                        -                           19,844                                  -                                             5,969                         (6)           -       247,707


    Interest expense             66,813                                   -                                       -                                -                                 -                                                 -                    (1,288)           -        65,525


    Income (loss) from
     continuing operations      (8,081)                            128,539                                        -                           19,844                             43,609                                              5,969                       1,282     (75,885)        115,277


    Loss from discontinued
     operations, net of tax       (427)                                  -                                       -                                -                                 -                                                 -                        427            -             -


    Net income (loss)           (8,508)                            128,539                                        -                           19,844                             43,609                                              5,969                       1,709     (75,885)        115,277


    Diluted earnings (loss)
     per share (h)                         $(0.09)                                            $1.38                                        $       -                                                             $0.21                            $0.46                     $0.06                  $0.02   $(0.81)          $1.23



    *            See notes to Earnings
                  Release Tables


                                                                               DEAN FOODS COMPANY

                                                                 RECONCILIATION OF NON-GAAP FINANCIAL MEASURES*

                                                                                  (Unaudited)

                                                                     (In thousands, except per ratio data)


                                                         Three Months Ended December 31                    Twelve Months Ended December 31           Trailing Twelve
                                                                                                                                              Months
                                                                                                                                               Ended
                                                                                                                                            December 31,
                                                                                                                                           ------------

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

    Reconciliation of Net Income to Adjusted EBITDA and Bank EBITDA

    Net income (loss)                                           $32,831                          $18,480                       $119,929            $(8,508)             $119,929

    Interest expense                                             16,525                           16,308                         66,795              66,813                66,795

    Income tax expense (benefit)                                 21,699                           12,333                         82,034             (5,229)               82,034

    Depreciation and amortization                                44,182                           43,506                        172,617             171,328               172,617

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

    Closed deal costs (b)                                           493                                -                         4,926                   -                4,926

    Facility closing and
     reorganization costs, net (c)                                (344)                          10,482                          8,719              19,844                 8,719

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

    Mark-to-market on derivative
     contracts (e)                                              (5,558)                           5,453                       (12,798)              5,969              (12,798)

    Other adjustments (f)                                         2,124                              350                         12,249                 421                12,249
                                                                  -----                              ---                         ------                 ---                ------

     Adjusted EBITDA                                           $111,952                         $106,912                       $454,471            $404,157               454,471
                                                               ========                         ========                       ========            ========               -------


    Non-cash share-based
     compensation expense                                                                                                                                               9,116

     Bank EBITDA                                                                                                                                                     $463,587
                                                                                                                                                                     ========


    Reconciliation of net debt and total leverage ratio December 31,
                                                                         2016
                                                                         ----

    Total long-term debt, including current portion                  $886,051

    Unamortized discounts and debt issuance costs                       9,029

    Cash and cash equivalents                                        (17,980)

    Net debt                                                         $877,100
                                                                     ========

    Bank EBITDA                                                       463,587

     Total leverage ratio                                                1.89





                           Twelve Months Ended December 31
                           -------------------------------

                      2016                                    2015
                      ----                                    ----

    Reconciliation of
     Free Cash Flow
     provided by
     continuing
     operations

    Net cash provided
     by operating
     activities                                      $257,413        $408,153

    Payments for
     property, plant
     and equipment                                  (144,642)      (162,542)
                                                     --------

      Free Cash Flow
       provided by
       continuing
       operations                                    $112,771        $245,611
                                                     ========        ========



    *            See Notes to Earnings
                  Release Tables




    Notes to Earnings Release Tables


    For the three and twelve months ended December 31, 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 related amortization expense of $5.6 million and $18.6

                                                                                                                         million for the three and twelve months ended December 31, 2015, respectively; and

                                                                                                                     ii.   Amortization expense recorded on these finite-lived trademarks of $3.9 million and $16.8 million for

                                                                                                                         the three and twelve months ended December 31, 2016, respectively.

    (b)                   The adjustment reflects the elimination of expenses related to the acquisition of Friendly's
                          Ice Cream

                          Holdings Corp. completed on June 20, 2016, and an immaterial amount of expenses related to
                          other

                          transactional activities, of $0.5 million and $4.9 million for the three and twelve months
                          ended December 31,

                         2016, respectively.

    (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;

                                                                                                                     ii.   Interest expense on uncertain tax positions that we retained in connection with prior

                                                                                                                         discontinued operations;

                                                                                                                    iii.   Separation charge of $1.4 million and $11.6 million for the three and twelve months ended

                                                                                                                         December 31, 2016, respectively, in connection with the Company's CEO succession plan; and

                                                                                                                     iv.   Loss on sale of discontinued operations, net of tax.

    (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
                          540

                         thousand dilutive shares, which were anti-dilutive for GAAP purposes.


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SOURCE Dean Foods Company