Letter from our Chairman and CEO

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					At Dean Foods, we have always been committed to doing business responsibly. We believe this duty extends to protecting
our environment and positively affecting society and the communities where we work and live. This responsibility is truly no small
matter and we are absolutely committed to doing our part.




                                                                                       Corporate Responsibility Report | 2008
                                   Letter from our Chairman and CEO




Dean Foods            is in the midst of transforming our many legacy companies into a single, focused, best-in-class food and

beverage company. This transformation will require our unwavering commitment to continuously improve our capabilities,

our processes and systems, and our business. We believe our progress should be measured not only by our financial performance

but also by the impact we have on society, our communities and our environment.

     We are proud of the many companies we have acquired to make Dean Foods the company it is today. These companies have

provided wholesome, nutritious dairy case products trusted by families for many decades. Our companies and their products have

been sources of pride in their local communities, supporting their economies, their people and their causes. We are building on that

legacy of trust and pride as we work to become a better steward of the environment and the larger community in which we all live.

     We have taken many first steps in our journey this past year. We completed our first baseline greenhouse gas (GHG) audit

and reported our results to the Carbon Disclosure Project and the California Climate Action Registry. I am very pleased to report

that we have now set specific targets and begun implementing action plans to reduce our greenhouse gas emissions, water

consumption, and the amount of waste we send to landfills. Those targets are set out in our Environmental 2013 Roadmap that

is included in this report. We are also increasing our efforts to engage and develop our workforce, support our communities and

provide consumers with even more healthy choices in the dairy case.

     This first comprehensive Corporate Responsibility Report is a milestone for Dean Foods. In this report, we highlight some of

the actions we are taking to improve our business and our impacts. But more importantly, we are acknowledging the responsibility

we all share to improve the world around us. We believe this responsibility is truly no small matter and we are absolutely committed

to doing our part. We know that by taking these actions today, we will be fortifying our future for generations to come.



Sincerely,




G regg L. Engles

Chairman of the Board and Chief Executive Officer

Dean Foods Company




                                                                                                  Corporate Responsibility Report | Page 1
                                                       About This Report




                                                                            Th e I s sues Co vered – Materialit y Pro ces s
Welcome to our first comprehensive Corporate Responsibility
Report. In April 2008, we published a Corporate Responsibility
                                                                       We operate a large number of manufacturing facilities and a sub-
Update in which we publicly discussed our preliminary corporate
                                                                       stantial distribution fleet. As a result, our operations have numerous
responsibility efforts and plans. This report provides more tangible
                                                                       social, community and environmental impacts. In line with the prin-
data concerning our environmental and social impacts and greater
                                                                       ciples of the Global Reporting Initiative (GRI) and with the help of
specificity regarding our plans.
                                                                       Business for Social Responsibility (BSR), we undertook a material-
      As the largest processor and distributor of milk and dairy-
                                                                       ity process to identify those issues that most significantly impact
related products in the United States, we are committed to
                                                                       our business success and influence the perspectives and decisions
responsibly managing our social, environmental, marketplace, and
                                                                       of our key stakeholders, and over which we have a reasonable
community impacts. This report is intended to provide stakeholders
                                                                       level of control.
with an updated and more focused perspective on our corporate
                                                                             For each of the topics covered in this report, we worked with
responsibility programs and policies. We expect that future reports
                                                                       BSR to provide a clear view of why these issues are important, our
will contain more complete and in-depth data as we develop our
                                                                       management approach (principles and policies), our key activities to
reporting systems and prioritize and further develop the individual
                                                                       address these issues, and the indicators we use (or plan to use) to
elements of our corporate responsibility program.
                                                                       measure our performance.

     Scope and Repo r t ing Year
                                                                            I nfo rm at io n and D ata

This report covers the activities of Dean Foods Company, a
                                                                       We have endeavored to provide data and information on our corpo-
Delaware corporation, and its wholly-owned subsidiaries. All of our
                                                                       rate responsibility efforts that is both comprehensive and balanced.
operations are located in the United States, with the exception of
                                                                       Because our company has grown by acquisition and consolidation,
one facility in the United Kingdom. We do not publicly report on
                                                                       much of our business remains decentralized and is managed at the
suppliers, family farms or entities in which we have a minority
                                                                       local operating level. As a result, many of our systems for collecting
ownership position.
                                                                       and reporting data, including data regarding social and environmen-
     The information contained in this report includes benchmark
                                                                       tal performance, are still being developed. We intend to expand the
data from 2007 to the extent available and certain current or anec-
                                                                       amount of information we report and improve data integrity over the
dotal data from 2008.
                                                                       coming years. The information presented in this report has been
                                                                       collected and verified in accordance with our internal standards,
                                                                       and we believe it provides an accurate representation of our per-
                                                                       formance and activities.




Page 2 | Corporate Responsibility Report
As the largest processor and distributor of milk and dairy-related products in the United States, we are
committed to responsibly managing our social, environmental, marketplace, and community impacts. This report is intended
to provide stakeholders with an updated and more focused perspective on our corporate responsibility programs and policies.




                                   Contents
                                   D ean Fo ods Co mp any Pro file                       5
                                   D ean Fo ods and Co rp orat e Res p o ns ib ilit y    8
                                   Product Steward s h ip                               10
                                   Res po nsib le Sourcing                              12
                                   The Environm ent                                     16
                                   Our Emplo yees                                       22
                                   The Communit y                                       24
                                   Governance and Eth ics                               26
                                   Lo o king t o t h e Future                           28
Page 4 | Corporate Responsibility Report
                                                        Dean Foods Company Profile




                                                                                           We began acquiring local and regional dairy operations in 1993.
        We are the largest processor and distributor of dairy
                                                                                     Between 1993 and 2000, operating as Suiza Foods Corporation, we
        products in the United States. We have achieved this position
                                                                                     completed more than 40 acquisitions and became the largest fluid
        through a series of acquisitions that have helped transform and
                                                                                     milk processor in the United States. In 2001, we acquired Dean
        modernize the American dairy industry. Our principal product offer-
                                                                                     Foods Company, then the second largest fluid milk company in the
        ings are milk and other dairy-related items, including creams and
                                                                                     United States, and assumed its name for the combined entity.
        creamers, cottage cheese, yogurt, sour cream and ice cream,
                                                                                     The combined Dean Foods Company has continued to acquire local
        soymilk and other soy-based products.
                                                                                     and regional dairies, and we have added national brands such as
                                                                                     Horizon Organic® and Silk® to our portfolio. Today, Dean Foods
              Our Histo r y and Strategy
                                                                                     Company accounts for approximately 35% of total milk sales in the
                                                                                     United States.
        Dairy processing in the United States has historically been a local
                                                                                           Notwithstanding our size, our company is still evolving as we
        industry serving local markets, due to the expense of transporting
                                                                                     continue our efforts to transform Dean Foods into a focused, best-in-
        milk and its highly perishable nature. With cold storage and refriger-
                                                                                     class food and beverage company. While we have achieved mean-
        ated transportation, dairy processing has become more regional,
                                                                                     ingful economies of scale to date, our future success will require that
        but the industry remained fragmented with excess capacity. The
                                                                                     we continue to reduce costs and improve our manufacturing and dis-
        strategic premise of the formation and growth of our company was
                                                                                     tribution operations systemically across the company. We must also
        that, by consolidating this fragmented industry, we could achieve
                                                                                     deliver more innovation to the dairy case, providing consumers with
        greater economies of scale, become more efficient, and better serve
                                                                                     differentiated, value-added products to stem the decline in per capita
        the needs of a consolidating base of retail customers.
                                                                                     milk consumption.




                                              DEAN        FOOD S          CORPORATE              HISTORY



1925         Samuel E. Dean Sr. pur-    1993         Recognizing an opportu-     2001         Suiza Foods Corpora-             2004         Dean Foods consolidates
chases the Pecatonica Marketing         nity to consolidate the highly frag-     tion’s acquisition of Dean Foods              Silk, Horizon Organic and other
Company, an evaporated milk             mented dairy industry, Suiza Foods’      Company is complete. Suiza changes            branded businesses as WhiteWave
processing facility located in north-   founders make their first dairy          its name to Dean Foods Company                Foods Company, headquartered in
western Illinois.                       acquisition with the purchase of         and its ticker symbol on the NYSE             Broomfield, Colorado.
                                        Suiza Dairy in San Juan, Puerto Rico.    changes from "SZA" to “DF.” The
1927         Company changes name       Additional local and regional dairy      combined company’s headquarters               2005        Dean Foods spins off
to Dean Evaporated Milk Company.        acquisitions follow.                     is located in Dallas, Texas.                  Dean Specialty Foods Group, which
Additional Illinois dairy plants are                                                                                           includes pickles, dips, dressings and
purchased.                              1997        Suiza Foods is listed on     2002         Dean Foods acquires              foodservice products, as TreeHouse
                                        the New York Stock Exchange under        Boulder, Colorado-based White Wave,           Foods (NYSE: THS).
1929       Company changes name         the symbol “SZA.” Suiza Foods            Inc., maker of Silk, the nation’s
to Dean Milk Company.                   merges with The Morningstar Group,       leading refrigerated soymilk.                 2006        Standard & Poor’s
                                        Inc., expanding Suiza’s branded and                                                    announces that Dean Foods will be
1981         After acquisitions of      value-added product line.                2004        Dean Foods acquires               added to the S&P 500 Index.
several dairies nationwide, Dean                                                 Horizon Organic® Holding Corpora-
Foods Company is listed on the New      2000         After more than 40 dairy    tion, maker of a full line of organic
York Stock Exchange under the           acquisitions, Suiza Foods Corporation    milk and dairy products.
symbol “DF.”                            becomes the nation’s largest dairy
                                        processor and distributor.



                                                                                                                         Corporate Responsibility Report | Page 5
                                                                                             locations. Our extensive network of refriger-
                                                                                             ated transportation vehicles is one of the
                                                                                             largest in the country. We operate over
                                                                                             4,700 refrigerated trucks, 2,600 tractors
                                                                                             and 6,000 refrigerated trailers. At year-end
                                                                                             2007, we had approximately 26,000 em-
                                                                                             ployees, the majority of whom are involved
                                                                                             in our manufacturing and distribution
                                                                                             operations.

                                                                                                  Ho w We A re St ruct ured

                                                                                             We are organized into two business divi-
                                                                                             sions that reflect the distinct supply chains
                                                                                             and characteristics of our different product
                                                                                             categories. Our DSD Dairy (Direct Store
                                                                                             Delivery) segment includes the majority of
                                                                                             our manufacturing facilities and primarily
                                                                                             involves highly perishable products that re-
                                                                                             quire “direct” delivery to customers’ stores
                                                                                             in refrigerated trucks or trailers. Our
                                                                                             WhiteWave-Morningstar segment manu-
                                                                                             factures and sells products with more ex-
                                                                                             tended shelf lives that are typically delivered
                                                                                             to customer warehouses through third-party
                                                                                             transporters or distributors.

                                                                                                  Our Pro d uct s and Brand s

                                                                                             Through the DSD Dairy and WhiteWave-
                                                                                             Morningstar platforms, we sell a wide vari-
                                                                                             ety of dairy and soy-based products,
                                                                                             including conventional and organic milk,
     What We Do                               organic farms that we own and operate.         ice cream, soymilk and other cultured soy
                                                   We have more than 100 manufac-            products, half-and-half, whipping cream,
We purchase agricultural inputs – the most    turing facilities located in 36 states and     yogurt, cottage cheese, sour cream, butter
significant being raw milk – and process      one manufacturing facility in the United       and coffee creamers. We also sell a small
them into consumer products, then transport   Kingdom. Our products are distributed to       amount of non-dairy and non-soy products,
them for final sale to a wide variety of      a wide variety of outlets, including grocery   including fruit juices, iced tea and water.
outlets. The conventional raw milk that we    and mass merchandise retailers, hotels,              Our products are sold under well-known
purchase comes from approximately 12,000      restaurants, convenience stores, schools,      local, regional and national brands and
dairy farmers across the United States. Our   hospitals and other institutions, via          numerous private labels. Our national brands
organic raw milk is supplied from almost      approximately 6,500 different delivery         include Horizon Organic, Silk, International
500 organic family farms and from two         routes that service more than 150,000          Delight® and LAND O’LAKES®, which we




     Our products are distributed to a wide variety of outlets, including grocery and mass merchandise retailers,
     hotels, restaurants, convenience stores, schools, hospitals and other institutions, via approximately 6,500
     different delivery routes that service more than 150,000 locations.




Page 6 | Corporate Responsibility Report
D ean Foods – Key Financial Per formance Dat a
(Dollars in thousands – except share data)                     2006               2007

Net Sales                                              10,098,555         11,821,903
Net Earnings                                              225,414            131,353
Income Taxes                                              175,450             84,007
Free Cash Flow                                            324,310            108,802
Long-Term Debt                                          3,355.851          5,272,351
Earnings Per Share                                          $1.68              $1.01


                                                                                                ABOUT           RAW       MI LK

use under a license from Land O’ Lakes,         of conventional raw milk is Dairy Farmers
Inc., a Minnesota dairy cooperative. Our five   of America (DFA), which is the largest dairy
largest regional brands are Dean's®, Gare-      cooperative in the United States. We pur-                Raw Milk Pricing
lick Farms®, Country Fresh®, Alta Dena®         chase the balance of our conventional milk     The dairy industry has a long history
and Mayfield®. In addition, we sell a signif-   and most of our organic milk from other        of government regulation intended
icant portion of our products under private     dairy cooperatives and independent family      to stabilize pay prices to dairy farm-
label or “store” brands of major retailers.     farmers. Resin is typically purchased
                                                                                               ers. Federal milk marketing orders
For a list of our brands, please visit our      through Consolidated Container Holdings,
                                                                                               (FMMO) established by the Secre-
website at www.deanfoods.com.                   LLC, in which we own a 25% minority in-
                                                                                               tary of Agriculture specify minimum
                                                terest. For the remaining inputs, we do not
     Our Cust omers and Suppliers               rely heavily on any single supplier.           prices to ensure orderly marketing of
                                                                                               raw milk from the farmer (producer)
Our largest customers are major retailers            Geo g rap h ic Reach                      to the processor. The federal govern-
who account for well over half of our sales,                                                   ment’s minimum prices are calcu-
followed by food service providers (hotels,     Dean Foods’ dairy processing plants and        lated monthly based on supply and
restaurants, etc.) and convenience stores.      distribution system are located and operate    demand. The prices vary depending
The primary inputs utilized in producing        in every region of the country except the
                                                                                               on the processor’s geographic loca-
our products are conventional and organic       Pacific Northwest. Our products are sold in
                                                                                               tion and the end use of the product.
raw milk, natural or organic soybeans, con-     all major urban centers. The principal exec-
ventional and organic sugar, flavorings,        utive and administrative offices of Dean       The Class I (fluid milk) price is the

juice concentrates, palm oil, and resin (to     Foods are located in Dallas, Texas.            higher of Class III or IV prices plus a
make plastic bottles). Our primary supplier                                                    fixed differential, varying by market
                                                                                               order and location. Processors often
                                                                                               pay a premium for milk meeting ex-
                                                                                               ceptional quality standards.


                                                                                                         Raw Milk Classes
                                                                                               Raw milk is divided into four classes,
                                                                                               based on its end product. Class I
                                                                                               is milk that is used for fluid (or bev-
                                                                                               erage) milk, Class II is used for
                                                                                               “soft” products (sour cream, cottage
                                                                                               cheese, ice cream, yogurt), Class III
                                                                                               is used for hard cheeses, and Class
                                                                                               IV refers to milk used for butter and
                                                                                               dry products (non-fat dry milk).



 Dean Foods Processing Facilities



                                                                                               Corporate Responsibility Report | Page 7
                                     Dean Foods and Corporate Responsibility




Corporate responsibility covers a wide range of activities at Dean Foods, from
local volunteer initiatives to reducing our greenhouse gas emissions to improv-
ing safety in our workplace. We believe that all of these efforts are interrelated.
We look at them as ways to make us a better corporate citizen, an employer of
choice, a responsible vendor, a steward of the environment and a trusted part-
ner in the community.

     Our Approach to Corporate                     sharing best practices across our company.
     Res ponsib ilit y                             Over the coming years, we expect to im-
                                                   prove processes for consolidating informa-
As a large processor and distributor of            tion and implementing standards in many
dairy and dairy-related products, we un-           areas, including corporate responsibility.
derstand that our operations have both                   Our successful implementation of a
positive and negative environmental and            corporate responsibility program will also
social impacts. We are committed to man-           require that all our employees recognize
aging these impacts in a responsible way           the importance of linking sound business
and communicating our goals and                    strategies with social responsibility and en-
progress. We know this is the expectation          vironmental stewardship.
of all our stakeholders, including our em-
ployees, shareholders, customers, con-                  Ho w We Manag e Co rp orat e
sumers, suppliers and vendors. A critical               Res p ons ib ility
aspect of managing our impacts is to
prioritize those that are most significant.        We have created an organizational struc-
We have done this through a materiality            ture with clear lines of accountability to
analysis through which we ranked issues            support the day-to-day management of cor-
according to their importance to our               porate responsibility policies and programs
stakeholders and our business success.             and allow for the identification of emerging
The most material issues identified through        issues important to our stakeholders.
this analysis are addressed in the remain-
der of this report.                                Board Accountability. The Senior Vice
      Because our company has grown                President, Corporate Responsibility and
through multiple acquisitions, we have             Sustainability, reports to the audit commit-
many disparate plant configurations and            tee of the Board of Directors on a regular
processes. Implementing a comprehensive            basis regarding our corporate responsibility
corporate responsibility program requires us       activities. The audit committee oversees
to analyze each of our facilities across the       our work in the areas of corporate respon-
country. We are in the process of doing that       sibility and sustainability, providing feed-
difficult work – collecting information, identi-   back and input on corporate responsibility
fying areas that need improvement and              efforts as needed.


Page 8 | Corporate Responsibility Report
Management Structure. Our Senior Vice          Sustainability Advisory Group. We formed        appropriately considered, and that our cor-
President, Corporate Responsibility and        an advisory group to involve a number of        porate positions are communicated and
Sustainability, coordinates programs asso-     senior executives from across the company       applied consistently across the company.
ciated with our corporate responsibility       in our corporate responsibility efforts. The
efforts, including cross-functional imple-     group’s mission is to provide strategic guid-   Third-Party Advocates. We work with a
mentation of policies. This senior executive   ance on the policy framework and pro-           number of industry and trade associations
works with key employees throughout the        grams within the corporate responsibility       on both the local and national levels. With
organization who are helping us define and     area; review progress against sustainability    organizations such as the International
reach our CSR goals. For example, many of      objectives; and provide a forum where envi-     Dairy Foods Association (IDFA), Dairy
our ethics and compliance activities are       ronmental and social issues may be dis-         Management, Inc. (DMI), and Grocery
administered by the HR organization and        cussed and decided.                             Manufacturers of America (GMA), we sup-
many of our sustainability efforts require                                                     port industry sustainability efforts and
the experience of our Supply Chain experts,    Issues Management Working Group. This           campaigns to educate consumers and cus-
including our energy, environmental, and       cross-functional team works together to         tomers about our products and practices.
safety professionals. WhiteWave Foods also     identify, prioritize and manage issues and      We also support their efforts to have the
has a Vice President, Responsible Liveli-      trends that are related to our corporate        voice of the dairy industry heard by gov-
hood, who concentrates on corporate re-        reputation and the interests of our stake-      ernment decision-makers.
sponsibility and sustainability programs       holders. The group ensures that the view-
across its business.                           points of various constituencies are




                                                                                                   Corporate Responsibility Report | Page 9
                                            Product Stewardship




First and foremost, we are committed to helping people live better by providing
them with wholesome and nutritious food and beverage options. From traditional
dairy products such as milk, yogurt and cottage cheese, to alternatives like lactose-
free milk, soymilk and organic milk, we sell products that help consumers live
healthy and nutritionally balanced lives. We are proud to be in the business of
sustaining healthy lifestyles through the lasting benefits of our dairy case products.

                                                                       Th e Nat ural Go o d nes s
                                                                       of Dair y

                                                                  Dean Foods’ dairy products provide natural
                                                                  health benefits. About 73 percent of the
                                                                  calcium available in the food supply is pro-
                                                                  vided by milk and other dairy products.
                                                                  According to the United States Surgeon
                                                                  General, the rise in bone deterioration (os-
                                                                  teoporosis) in the United States is directly
                                                                  linked to a decline in the nutritional quality
                                                                  of many Americans’ diets. Among the
                                                                  Surgeon General’s recommendations is the
                                                                  consumption of calcium- and vitamin-rich
                                                                  foods, including dairy products. In addition
                                                                  to promoting bone health, several studies,
                                                                  including one recently published by the
                                                                  American Heart Association, show that in-
                                                                  creasing dairy intake as part of a low-
                                                                  calorie, nutrient-rich diet could lead to a
                                                                  significant reduction on overall chronic dis-
                                                                  ease risk. To find out more about the
                                                                  health benefits of our products, please visit
                                                                  our website at: http://www.deanfoods.com.




                                                                  About 73 percent of the
                                                                  calcium available in the food
                                                                  supply is provided by milk
                                                                  and other dairy products.

Page 10 | Corporate Responsibility Report
                                                by a 20-member board, which is monitored         sustainable source of DHA that does not
                                                by the U.S. Department of Agriculture’s          use fish oil and does no harm to our threat-
                                                (USDA) Agricultural Marketing Service.           ened aquaculture. In 2008, we will also
                                                      We also take seriously our role in help-   begin to introduce DHA-fortified milk in cer-
                                                ing consumers better understand the health       tain regions of the country under our
                                                benefits of soy and encouraging them to in-      trusted regional brands.
                                                troduce soy into their diets. For example,             We recently established a Research and
                                                WhiteWave Foods supports the World Soy           Innovation center in Broomfield, Colorado,
                                                Foundation, a program of the World Initiative    and have been developing our capabilities
                                                for Soy in Human Health (WISHH). Founded         in the areas of research and product devel-
     B ring ing Soy                             by U.S. soybean farmers, the World Soy           opment and innovation. With new capabili-
     into th e Mainst ream                      Foundation (WSF) is a 501(c)(3) organiza-        ties and resources, we expect to be in a
                                                tion that works collaboratively with humani-     position to find ways to improve our pack-
We sell a full line of Silk soy products, in-   tarian organizations, corporations, public       aging and the taste, quality and nutritional
cluding plain and flavored soymilk, en-         and private foundations, international organ-    benefits of our products. Our focus will be
hanced and light soymilk, soy creamers          izations, U.S. and international govern-         on improving the natural goodness of our
and soy yogurts. According to the U.S.          ments, and private individuals to deliver soy    dairy and soy products with added nutri-
Food and Drug Administration, a diet low        protein and nutrition education to people in     tional benefits such as Omega-3s and pro-
in saturated fat and cholesterol that in-       developing nations. The WSF works under          biotics. One of the new products to be
cludes 25 grams of soy protein a day may        the auspices of WISHH.                           launched nationally will provide our con-
reduce the risk of heart disease. Soy pro-
tein may also help to promote bone health,
alleviate symptoms of menopause and re-
duce the risk of certain types of cancer.
These benefits have been found only from
whole soy products and not from highly
processed soy isoflavones. We use whole
soybeans in the manufacture of our prod-
ucts, ensuring the maximum benefits of
soy. To find out more about the benefits of
soy, please visit the Silk website at
www.silksoymilk.com.

     Nutritional Education

Consumers are becoming increasingly con-
cerned with nutrition and product content.
We work continuously to advance nutritional
education and promote healthy choices.
To help consumers, we post nutritional
information on our corporate and brand
websites and on many lines of packaging.
We often include educational information
in our advertising and support scientific
studies to further our collective under-             Res earch and Develo p m ent                sumers with a line of fortified low-fat and
standing of nutrition.                                                                           fat-free milks. These products are designed
      We are actively engaged with              In 2007, we introduced Horizon Organic           to provide rich and creamy tastes of 2% or
MilkPEP®, the Milk Processor Education          Milk Plus DHA Omega-3. DHA is an                 whole milk with lower fat content. We will
Program, which directs the national “got        Omega-3 fatty acid that has been shown to        explore other possible product extensions,
milk?”® campaign in the United States.          support brain, eye and heart health through      as well as the introduction of new products
MilkPEP is funded by the nation’s milk pro-     every stage of life. Our Silk Plus and Horizon   that leverage our manufacturing and distri-
ducers who are committed to increasing          Organic Milk Plus DHA Omega-3 are both           bution systems.
fluid milk consumption. Activities are led      fortified with life’sDHA®, a vegetarian and


                                                                                                    Corporate Responsibility Report | Page 11
                                              Responsible Sourcing




As the largest dairy processor in the United States, we have a significant impact
on the food and agriculture value chain. Our first priority is to ensure superior
quality and safety of our products for our consumers. That duty requires that we
understand where our inputs originate and how they are processed.

    Conventional R aw Milk                  purchased from individual farmers.           significant difference can be shown in milk
                                                  Over the past few years, many of our   from cows treated with rbST and those not
Our largest purchase is raw, unprocessed    consumers and retail customers have re-      so treated. However, to meet the growing re-
milk. We source our conventional raw milk   quested that we provide products made from   quests of consumers and retailers, last year
from approximately 12,000 dairy farmers     milk produced by dairy cows that are not     we began to request that our dairy suppliers
located throughout the United States.       treated with the artificial growth hormone   provide us with raw milk from cows not
Approximately 80% of our total purchases    rbST (recombinant bovine somatotropin).      treated with rbST. Effective July 1, 2008,
of conventional raw milk are from dairy     The FDA has approved the commercial use      virtually all of our fluid milk is sourced from
cooperatives and the remaining 20% is       of rbST in the U.S. and determined that no   cows not treated with rbST.
We have also taken the position that we will
                                                                                             CASE        STUDY
not accept raw milk produced from cloned
animals. Numerous surveys have shown
that Americans are not inclined to buy dairy                                         Greening t he Mar yland Farm
products that contain milk from cloned
cows. Although the FDA has determined                                                            The Maryland dairy has been certified organic since
that meat and milk from cloned animals is
                                                                                                 1998, with a history of conserving natural resources
safe for consumption, it has put in place a
                                                                                                 and land preservation. The farm is located in the
voluntary moratorium on the sale of these
                                                                                                 ecologically sensitive Chesapeake Bay area and
products in the U.S. In the event that this
moratorium is lifted, we will implement ap-                                                      uses a variety of environmental practices to help

propriate procedures to ensure that the raw                                                      build the soil and care for its cows while protecting
milk we purchase is not from cloned cows.                                                        this watershed and the diversity of the ecosystem.
      We encourage the roughly 12,000 pro-                                                               A berm and dam structure was put in place
ducers across the country that provide us                                                        along the creek to minimize erosion and capture
with raw milk to meet or exceed industry                                                         rainwater as part of the ongoing efforts to improve
and federal standards for humane animal
                                                                                                 biodiversity and riparian areas. The dam, which is
treatment. Treating animals with respect and
                                                            15 feet deep at its deepest point, can hold up to six million gallons of rainwater runoff.
compassion is part of every dairy farmer’s
                                                            Cattails (Typha) were planted in the wetland area to create a habitat for local wildlife,
heritage. Farmers recognize that animal
well-being practices lead to the production                 and to capture and filter runoff water from the compost area. All manure produced on
of high-quality, safe and wholesome milk.                   the farm is composted to use as a soil amendment.
      We expect our farmers to provide                           This farm is an active grazing operation, using
their animals with a nutritious diet; quality               Holistic Management International as a guide for
medical care; clean, healthy and comfort-                   land management and grazing principles. In addi-
able living conditions; sanitary milking
                                                            tion, the Maryland dairy worked with the state’s
areas; and safe transportation. For more
                                                            Conservation Reserve Enhancement Program to
                                                            create a buffer area to increase wildlife habitat.
                                                                 Other environmentally sound improve-
                                                            ments to the dairy include the addition of solar
                                                            panels which were installed on the farm’s shop
                                                            building to heat the water used in the shop, as
                                                            well as radiant heating of the floor.




                                                information on our policies regarding                around the country and 15% from two or-
                                                treatment of dairy animals, please refer to          ganic dairy farms that we own. Our goal is
                                                http://www.deanfoods.com.                            to share the practices and procedures on
                                                                                                     the two farms that we own with the rest of
                                                     Org anic Farm ing                               the industry. Today, we work extensively
                                                                                                     with those family farmers who provide us
                                                We sell a wide range of certified organic            with milk to ensure organic standards are
                                                dairy products, such as plain and flavored           met. In addition, we work directly with
                                                milk, yogurt, ice cream and cheese, through          dairy farmers considering converting to
                                                our Horizon Organic brand. Horizon                   organic, helping them understand the
                                                Organic uses only organic raw milk that is           benefits of organic production and the
                                                sourced from almost 500 family farms                 requirements for certification.
                                                across the United States. We source 85%                   The Horizon Organic brand has been
                                                of the raw organic milk from farmer partners         a pioneer in setting standards and best


                                                                                                        Corporate Responsibility Report | Page 13
practices for organic farming. Horizon’s        N o n - d a i r y S o u r c i n g . Dean Foods also     third-party U.S. suppliers, and we manu-
founders played a key role in helping to        purchases non-dairy inputs for the manu-                facture the remaining 60% from plastic
develop the National Organic Standards          facture of our products. Our principal non-             resins which we purchase. We purchase
and the USDA organic seal. The National         dairy inputs include organic and natural                our paper board (used to make cartons for
Organic Program (NOP) develops, im-             soybeans (used for the manufacture of our               our fluid milk and soymilk products) from
plements and administers national pro-          Silk products), packaging materials (plastic            one or more North American suppliers.
duction, handling and labeling standards        bottles, plastic resins and paper board),
for organic agricultural products. We have      and sugar, sweeteners and cocoa.                        S u g a r s , S w e e t e n e r s , C o c o a s . Our
worked to ensure that these standards                                                                   sugars, sweeteners and cocoas are sourced
are set at the highest levels and are           S o y b e a n s . We source more than 700,000           principally from U.S. suppliers. Some of
strictly enforced.                              bushels of organic and non-genetically                  these suppliers depend on international
      We have also developed our own ad-        modified (non-GMO) soybeans annually,                   markets for their inputs. For these product
ditional Standards of Care for the two or-      farmed on more than 3,000 acres of farm-                categories we have begun to include overall
ganic dairy farms we own and operate. Our       land. We currently source all of our soy-               sustainability standards in our procurement
Horizon Organic Standards of Care are           beans in North America and they are                     criteria and supplier contracts. We recently
guided by a number of core beliefs, fo-         subject to robust quality testing and evalu-            developed our “Total Customer Satisfaction”
cused on providing holistic, preventative       ation protocols. We have partnered with                 criteria, including corporate responsibility
and natural animal care and welfare, and        Conservation International to develop                   criteria, and have begun to require that our
managing pastures to improve the quality        sourcing guidelines, which will incorporate             suppliers meet these requirements.
of the soil, enhancing its ability to se-       best practices from farmers and vendors                       We are guided in our purchasing
quester carbon and promoting the biodiver-      that share our values and commitment to                 activities by the corporate responsibility
sity and nutritional value of our crops. (See   sourcing soybeans that are produced in a                principles of the Institute for Supply
http://www.horizonorganic.com/aboutus/          sustainable, socially responsible and ethi-             Management (ISM). These principles set
press/2007_3_8.html for the Horizon             cal manner.                                             out requirements for supply chain partners
Organic Standards of Care.)                                                                             to adhere to regarding community, supplier
                                                P a c k a g i n g M a t e r i a l s . We purchase ap-   diversity, upstream and downstream envi-
                                                proximately 40% of our plastic bottles from             ronmental practices, ethics and human




Page 14 | Corporate Responsibility Report
rights. We are now incorporating these                                                               tion of the product shelf life. Our facilities
new strategic sourcing principles in pur-                                                            receive routine internal and external quality
chasing contracts with our key suppliers.                                                            assurance and food safety assessments.
                                                                                                            We have begun adoption of third-party
     Food Safety                                                                                     audits that have been recognized by the
                                                                                                     Global Food Safety Initiative (GFSI). The
We are committed to providing safe, qual-                                                            GFSI approach to measuring the effective-
ity products that consumers trust. The                                                               ness of a firm’s food safety and quality
many local dairy companies that have                                                                 programs is in line with our customers’
been brought together to make up today’s                                                             expectations. By year-end 2008, 90 of our
Dean Foods have been making quality                                                                  facilities will have Level 2 certification and
dairy products that families trust for                                                               22 will have Level 3 certification by the
decades. The quality of our products and                                                             GFSI-approved audit firm, Safe Quality
health of our consumers remain our first                                                             Foods (SQF). Our objective during 2009 is
and foremost responsibility.                                                                         to achieve Level 3 certification in all of our
      All segments of the dairy industry, in-                                                        facilities, which is the highest qualification
cluding milk producers, bulk milk trans-                                                             a firm may receive.
porters and milk processors, are required to                                                                For our organic products, we comply
be certified by and comply with the provi-                                                           with stringent internal quality standards as
                                                     federal and state regulations, are met. We
sions of the Grade A Pasteurized Milk                                                                well as the requirements set forth in the
                                                     have adopted policies requiring that tankers
Ordinance (PMO). The PMO requires the                                                                National Organic Program. We maintain or-
                                                     of raw milk be sealed and arrive at our fa-
application of stringent sanitation measures                                                         ganic certification requirements and are in-
                                                     cilities with accurate logs maintained and
throughout the production, handling and                                                              spected by third-party auditors accredited
                                                     seals intact to protect against tampering.
pasteurization of milk and milk products.                                                            by the USDA.
                                                            In our plants, we rely on our regional
      Our quality control procedures begin                                                                  Whenever one of our products poses a
                                                     quality and safety experts to ensure that
with our raw milk. As tankers of raw milk                                                            serious and immediate threat to consumer
                                                     federal and state regulations for quality and
are brought into our manufacturing plants,                                                           health, we initiate a recall of the product
                                                     safety are met. Our finished products are
the milk is inspected and tested by our on-                                                          from the marketplace. In 2007, we imple-
                                                     tested and samples are retained to ensure
site labs to ensure that our quality stan-                                                           mented one such product recall. The recall
                                                     product quality and stability for the dura-
dards, as well as those mandated by                                                                  was the result of an undeclared allergen in
                                                                                                     an ice cream product. In response, we are
                                                                                                     improving our processing technologies to
                                                                                                     ensure that packaging and allergenic ingre-
                                                                                                     dients are appropriately managed. In
                                                                                                     2008, through September, we imple-
     Hor izon Or ganic Pro ducer Education (HOP E ) p ro gram                                        mented one recall as the result of an unde-
                                                                                                     clared milk allergen in a soy product. We
Farmers are the backbone of our business. We have long supported American fam-                       also initiate product withdrawals from time
ily farms in their transition from conventional to organic farming. The HOPE pro-                    to time when we learn that the quality of a
gram was established in 2001 to assist conventional farmers with the transition to                   product in the market does not meet our
organic, and to provide ongoing support and education for Horizon Organic family                     standards or expectations.
farmers. The program provides hands-on support from our producer relations staff,                           Our goal is to continuously improve
                                                                                                     our processes and ensure the highest qual-
financial and technical assistance during the conversion to organic, access to dairy
                                                                                                     ity of all of our products. In 2008, we im-
and land conservation experts, assistance in obtaining organic certification and a
                                                                                                     plemented a Quality Improvement Program
scholarship program to encourage students to study organic dairy production. (See
                                                                                                     that is currently in the pilot phase in five
http://www.horizonorganicfacts.com/supporting-family-farmers.html.)                                  plants. Our 2009 objective is to roll the
                                                                                                     program out to another twenty plants
                                                                                                     across the company.




                                                                                                        Corporate Responsibility Report | Page 15
                                            The Environment




We are proud of the wholesome, nutritious products that we manufacture and sell
and the vital role our products play in creating healthy lifestyles. At the same
time, we recognize that our operations have a significant impact on the environ-
ment and we have a responsibility to manage that impact. With the escalating
concerns surrounding climate change and ever-increasing demands on our limited
natural resources, this responsibility has never been greater.

Within this complex landscape, we have established our Environmental 2013
Roadmap which prioritizes our efforts to reduce our impact on the environment in
three key areas – 1 greenhouse gas emissions, 2 water usage, and 3 solid waste.



Page 16 | Corporate Responsibility Report
2   Greenh ous e Gas Emissions

We believe that there are opportunities
throughout the business to be more energy-
efficient. We have set a goal to reduce our
carbon footprint by 20% by 2013. We plan
to achieve this reduction through energy-
                                                                 %       Based on the work we completed in measuring and understanding
                                                                         our footprint, we have set a target to reduce our carbon emis-
                                                                         sions by 20% per gallon of product by 2013.




                                              submitted overall data for our 2006 and
                                              2007 emissions to the Carbon Disclosure
                                              Project (CDP) and facility-level data for our
                                              California operations to the California Climate
                                              Action Registry. We plan to continue
                                                                            .
                                              providing data to the CDP We will report
                                              our 2009 carbon footprint to the Climate
                                                                                                 operate in Idaho and Maryland. We have not
                                                                                                 included (1) the upstream emissions associ-
                                                                                                 ated with agricultural inputs and the pack-
                                                                                                 aging or products provided to us by
                                                                                                 third-party suppliers or (2) the downstream
                                                                                                 emissions from third-party distributors and
                                                                                                 haulers of our products or from the retail
efficiency initiatives, renewable energy      Registry in 2010.                                  stores where our products are sold.
investments, and industry collaborations.           For our initial footprint, we chose to in-         Our total calculated annual emissions
      In 2007, we compiled our first com-     clude emissions from operations that we op-        for 2007 were approximately 1.6 million
prehensive greenhouse gas inventory con-      erate and control. This includes the plants        metric tons of CO2e (carbon dioxide equiv-
sistent with the principles and guidance of   we operate across the United States, the           alents), or 1.03 pounds per gallon of prod-
the World Resources Institute’s Green-        trucks and trailers we operate nationwide,         uct produced. Our three largest sources of
house Gas Protocol. Since then, we have       and the two organic dairy farms we own and         greenhouse gas (GHG) emissions are from:

                                                                                                 ® purchased electricity and onsite fuel
                                                                                                   combustion to operate our plants (64%);
                                                                                                 ® mobile fuel combustion and refrigerants
                                                                                                   to operate our trucks and trailers (32%);
                                                                                                   and
                                                                                                 ® our farms in Maryland and Idaho
                                                                                                   and waste treatment operations (4%).

                                                                                                 Based on the work we completed in meas-
                                                                                                 uring and understanding our footprint, we
                                                                                                 have set a target to reduce our carbon
                                                                                                 emissions by 20% per gallon of product
                                                                                                 by 2013.

                                                                                                 P l a n t O p e r a t i o n s . Our plant operations
                                                                                                 are the largest component of our carbon
                                                                                                 footprint. We are committed to removing at
                                                                                                 least 200,000 metric tons of CO2e by
                                                                                                 2013 by replacing current amounts of pur-
                                                                                                 chased electricity and onsite fuel combus-
                                                                                                 tion with renewable or clean energy and
                                                                                                 reducing energy demands with investments
                                                                                                 in more energy-efficient equipment and
                                                                                                 machines. To assist in achieving this goal,
                                                                                                 we have conducted energy audits at several
                                                                                                 of our larger manufacturing facilities. All of
                                                                                                 these audits have identified opportunities to


                                                                                                     Corporate Responsibility Report | Page 17
reduce our use of electricity and fuel and       renewable energy. Cogeneration is one of         Collaborative, go to http://www.mtpc.org/.)
resulting carbon emissions.                      our core strategies to reduce our carbon              We continue to encourage the develop-
     Specific examples of projects we ex-        footprint. Cogeneration captures excess          ment of more renewable energy initiatives
pect to implement in our facilities include:     heat from natural gas–fired generators and       and have supplemented our energy pur-
                                                 uses it to produce steam and hot water for       chases with purchases of renewable energy.
®   Converting biogas into energy                processing operations, reducing our total        In our WhiteWave division, we have com-
®   Utilizing Cogeneration (CHP) plants as a     energy consumption and total emissions           mitted to offsetting 100% of the electricity
    viable, cleaner alternative to traditional   into the atmosphere. Our first cogeneration      used in the production of our Silk and
    energy sources                               project was implemented in 2004 and has          Horizon Organic products. In 2007, we pur-
®   Retrofitting/replacing inefficient           been followed by four others. In 2007, our       chased 64,398 MWh of renewable energy.
    equipment and lighting                       cogeneration projects produced 23,508
®   Adopting high-efficiency technology          MWh of energy.                                   Tr a n s p o r t a t i o n . We own and operate one
®   Upgrading insulation and reducing                  Another of our key strategies is to con-   of the largest refrigerated distribution fleets
    thermal loss                                 vert and/or capture biogas from our waste        in the food and beverage industry. Each
®   Investing in methane recovery systems        water to use as a renewable source of en-        day, our network delivers products from our
®   Recovering unused heating/cooling            ergy. We have been awarded multiple              processing plants to more than 150,000
    stream systems                               $300,000 grants by the Massachusetts             locations from coast to coast.
®   Installing state-of-the-art and real-time    Technology Collaborative to build two bio-              The scale of our distribution network
    controls and software in our production      gas power generation units at our plants in      enables us to deliver our dairy products
    facilities                                   Franklin and Lynn, Massachusetts. The bio-       anywhere in the country. It also gives us the
                                                 gas will be captured from onsite waste           ability to meet customer needs and, over
We are actively researching opportunities to     water treatment facilities and then con-         time, to optimize our routes for maximum
generate our own energy, and complement-         verted into energy for each plant. (To learn     efficiency. This network is one of our most
ing those opportunities with purchases of        more about the Massachusetts Technology          important and strategic assets; however, it


Page 18 | Corporate Responsibility Report
is also a significant contributor to our car-   our fleet technology – creating lasting value
bon footprint. We have begun to more            for our company, our customers, and the
closely monitor and manage the environ-         many other companies who benefit from
mental impacts associated with our fleet,       the development of improved transportation
and we strive to be an environmental leader     equipment.
in product distribution within our industry.          In 2007, our efforts focused on the
      Our goal is to remove 50,000 metric       adoption of new cold-plate refrigeration
tons of CO2e from our transportation sys-       technology to replace mechanical refrigera-
tem by 2013, based on current production        tion systems in our trucks. The cold-plate
volumes. To achieve this goal, we launched      technology has shown to reduce diesel fuel
our Smart Fleet initiative in 2007. Through     consumption by an average of 900 gallons
this initiative, we are currently focused on:   per truck with 18,000 pounds of associ-
(1) optimizing routes, (2) investing in new     ated GHG emissions. Advances in auto-
technology and equipment, and (3) training      defrost have further helped conserve water
our drivers.                                    and reduce waste.
      Over the past few years, we have in-            We have replaced nearly 400 me-
vested in on-board computers that enable        chanical refrigerated trucks with cold-plate
us to better manage deliveries, including       refrigerated trucks and are working to con-
the frequency of visits to a location, the      vert all of our truck purchases to cold-
order of visits, and the amount of time         plates by 2011. This should reduce our          that group’s recommended maintenance
spent at each visit. By the end of 2008,        annual diesel usage by nearly one million       practices to further help improve the safety,
25% of our fleet of 7,300 power units will      gallons or the equivalent of taking 200         efficiency and reliability of our fleet.
be using these on-board computers, with         trucks off the road per year.                         Even small actions by our employees,
the remainder of the fleet scheduled to be            During 2008, we took a number of          when carried out across our system, can
outfitted in 2009. This technology has as-      steps to improve the fuel efficiency of our     have a significant effect on our overall envi-
sisted in saving fuel and improving the effi-   fleet, including the programming of each        ronmental impact. Our local driver training
ciency of our delivery resources. Another       power-unit’s electronic control module for a    and incentive programs are designed to de-
benefit of the on-board system is to contin-    top speed of 65 mph, elimination of exces-      crease fuel usage and improve our fleet’s
ually improve our safety and driving records    sive idle-time and the introduction of pro-     fuel efficiency. Training programs educate
by providing real-time computerized             gressive shifting of manual transmission.       drivers about the environmental benefits of
records for use in understanding driver         We also added automatic tire inflation sys-     everyday activities such as proper vehicle
behavior and aiding the Department of           tems to approximately 15% of our trailers.      maintenance, reduction of engine idling,
Transportation during inspections.              Local driver training and incentive pro-        tire pressure, driving speeds, and the load-
      We continually seek to improve the        grams have helped decrease fuel usage and       ing and unloading of product from refriger-
performance of our distribution network,        improve our fleet’s fuel efficiency. In addi-   ated compartments.
identifying key areas for innovation and in-    tion, as active members of the American               In 2007, approximately 10% of our
vestment each year. We have partnered           Trucking Association’s Technology Mainte-       drivers completed this type of training. In
with our suppliers to develop and improve       nance Council, we have adopted many of          2008, we are expanding the training pro-
                                                                                                grams and tracking their direct impact.
                                                                                                Improving our fleet’s overall fuel efficiency
                                                                                                by just one mile per gallon will reduce
                                                                                                our annual greenhouse gas emissions by
                                                                                                approximately 80 million pounds.
Our extensive network of
refrigerated transportation
vehicles is one of
the largest in
the country.



                                                                                                   Corporate Responsibility Report | Page 19
     We have focused on reducing the number of grams of resin required to make our plastic containers. We
     also reuse any flawed plastic jugs or excess plastic, returning such material to our blow mold system to be melted
     down and remade – reducing our total input and creating zero waste in the process.




     Water Management                             condenser water towers, to better monitor
                                                  usage. In 2009, we will research and pur-
Protection of our water resources is a press-     sue technologies to reuse as much water
ing priority, both nationally and globally. As    as possible (without compromising quality
a manufacturer of perishable dairy prod-          or sanitation), and we will also create a
ucts, we use significant amounts of water in      baseline of our water usage and establish
our processing activities and in the cleaning     key performance indicators to measure,
and sanitizing of our equipment. Our goal is      track and reduce our usage.
to reduce water consumption by 30% per
unit of product produced by 2013. While                Solid Was te Managem ent
our first priority is to minimize the amount of
water we use, we must also continue to find       Our most significant solid waste results from
ways to return clean water to the ecosystem       the packages we use for our products and
after it has been used in our operations.         the waste generated by our plants.
      In 2008, we performed two water au-              The majority of our packages are made
dits and, in both cases, found opportunities      from High Density Polyethylene (HDPE)
to reduce our water usage. We are taking          resin (gallons and half gallons) and paper
the findings from these audits and other          cartons (half gallons, quarts, pints and half
best practices across the business to build a     pints). Each of these packages has environ-
catalog of potential conservation projects for    mental tradeoffs when comparing total
use by our plant managers. For example,           carbon emissions, recyclability, and use of     returning such material to our blow mold
many of our plants have implemented auto-         water and other natural resources. Over the     system to be melted down and remade –
matic shut-offs on hoses, reduced the             past few years, we have focused on reducing     reducing our total input and creating zero
amount of water used to rinse tanks, and          the number of grams of resin required to        waste in the process. We are also switching
attached water meters to certain water-           make our plastic containers. We also reuse      many of our packages from Polyethylene
intensive equipment, like boilers and             any flawed plastic jugs or excess plastic,      Terephthalate (PET) to HDPE, because
                                                                                                  HDPE results in less waste and requires
                                                                                                  less energy to produce. Consumers also
                                                                                                  have more opportunities to recycle HDPE.
                                                                                                  We converted 2.1 million pounds of plastic
                                                                                                  packaging to HDPE in 2007 and will con-
                                                                                                  vert another 3.4 million pounds this year.
                                                                                                       The dairy industry minimizes its solid
                                                                                                  waste through the use of plastic milk crates.
                                                                                                  Each crate is made of highly durable plastic
                                                                                                  (and, in some cases, recycled content) that
                                                                                                  can be used repeatedly. We believe this
                                                                                                  system to be more efficient and less harmful
                                                                                                  to the environment than typical distribution
                                                                                                  containers, such as corrugated cardboard
                                                                                                  or shrink wrap, which have limited reuse
                                                                                                  potential before entering the recycling or
                                                                                                  waste stream.
                                                                                                       We have also begun to address unnec-
                                                                                                  essary waste in our plant operations. Our
                                                                                               scheduled to have a comprehensive inter-
                                                                                               nal audit approximately every three
                                                                                               years. In 2007, 24 plants were audited
                                                                                               for compliance with company policies and
                                                                                               procedures. In this process, plants are no-
                                                                                               tified of areas needing improvement and
                                                                                               are required to develop appropriate reme-
                                                                                               diation plans. Progress against the plan is
                                                                                               communicated quarterly to the corporate
                                                                                               EH&S staff, which provides ongoing assis-
                                                                                               tance and support to ensure improvements
                                                                                               are made. We expect 40 plants to be au-
                                                                                               dited in 2008 and an additional 50 plants
                                                                                               in 2009.

                                                                                                    I nd us tr y Co llab o ratio n

                                                                                               In the next decade, the food and agricultural
                                                                                               sectors (including dairy) will play an integral
                                                                                               part in efforts to reduce the amount of green-
                                                                                               house gases emitted into the atmosphere.
                                                                                               The dairy industry’s most significant impact
goal is to reduce the amount of waste cur-     goal, we support our local Environmental,       is due to methane, a powerful GHG emitted
rently going to landfills or incinerators by   Health and Safety (EH&S) teams in their         by dairy cows. We believe, as do other
30% by 2013. In 2007, we began a milk          environmental performance management            industry participants, that there is great
recycling program at selected plants,          through environmental policies, procedures      opportunity to use that methane to generate
whereby retailers may return products not      and auditing programs overseen by our           clean, renewable power for communities, our
sold before their “sell by” dates. We work     Vice President, Environmental, Health and       own plants, and farmers.
with a third party who collects the product,   Safety. Our corporate and regional EH&S               In 2008, we invested in a partnership
and then dries and uses it as protein in       staff meet for quarterly meetings to share      and began development of an anaerobic
animal feed. In addition, our WhiteWave        best practices and develop company-wide         digester on the Big Sky Dairy farm in Idaho
Foods headquarters in Broomfield, Colorado,    programs.                                       and expect to be operational in 2009. The
is working to become a zero waste facility.          In 2006, the Environmental Protection     anaerobic digester will capture methane
These initiatives reduce waste that would      Agency (EPA) conducted seven audits re-         from animal waste which will then be con-
otherwise have gone to a landfill or into a    sulting in $2,800 in penalty citations; in      verted into electricity. We expect to generate
waste water treatment facility.                2007, there were eight audits resulting in      more than one megawatt of renewable
      In 2009, we will be developing a         $7,500 in penalty citations. We have not        “green” power, which is equivalent to the
method of tracking our total tonnage sent to   tracked local and state environmental au-       annual electricity usage of approximately
landfills, incinerators and recycling opera-   dits or inspections in the past, but we plan    650 homes. In addition, the digester will
tions. We have significant opportunities to    to begin collecting this data for 2009.         produce a sanitary fiber by-product that can
eliminate waste and find beneficial uses for         While all of our environmental compli-    be used as clean animal bedding or as soil
waste which we cannot eliminate. We are        ance efforts are important to our business,     enhancement.
taking steps to raise awareness about the      we believe the use of ammonia, which                  We also support and are participating
importance of reducing waste in our plants     poses significant health risks if improperly    in a collaborative industry initiative started
and challenging our workforce to reduce,       released, in our refrigeration systems across   by Dairy Management, Inc. (DMI) to focus
reuse and recycle.                             the country deserves special attention. Ac-     on creating a reliable and credible carbon
                                               cordingly, we have developed customized         footprint of the industry; set carbon reduction
     Environmental Management                  training programs on the safe use of ammo-      goals; and establish action plans to imple-
     Syst em                                   nia in our business.                            ment carbon reduction projects.
                                                     We use a common auditing program
Our goal is to exceed minimum expectations     across the company that is based on the
set by local, state, and federal environmen-   well-regarded Dakota Environmental
tal laws and regulations. To further this      Auditing Plan. Each processing plant is


                                                                                                  Corporate Responsibility Report | Page 21
                                                         Our Employees




At the end of 2007, Dean Foods had approximately 26,000 employees. The most
common job at Dean Foods is truck driving, followed by plant operation and main-
tenance. The majority of Dean Foods’ workforce is hired from the local community
at our manufacturing plants or distribution centers where we produce and distrib-
ute milk and other dairy-related products. We believe the health, safety and job
satisfaction of our employees are essential to our future success.

Our policies and procedures are designed to      that we develop managerial talent and a        highest quality standards and our workers
retain a loyal and committed workforce, and      deep bench for the future.                     must follow the highest health and safety
we historically experience very low turnover                                                    standards. Proper attire, including hair
at our facilities. As Dean Foods has grown            Em plo yee E ng ag em ent                 and beard nets, hard hats, safety glasses,
and acquired locally-owned, family-run busi-                                                    work shoes, lab coats and other standard-
nesses, we have worked to preserve the           We believe the best way to ensure the          ized safety wear, is standard at all Dean
local heritage and values, while providing       success of Dean Foods today and in the         Foods facilities.
competitive benefits and compensation, as        future is to have employees who are dedi-           The majority of our jobs are physical
well as additional resources, including train-   cated to the company and its shared ob-        but not hazardous. For example, the loading
ing and support.                                 jectives, believe the company supports         and unloading of product is often strenuous
                                                 them, and know the company values the          work required of our drivers. Working condi-
     Em ployee Policies                          work they do. As part of our efforts to de-    tions inside our plants can range from very
                                                 termine levels of employee engagement,         cold (working in ice cream freezers) to very
We benchmark our compensation and ben-           we have engaged an external organization       warm (working in storage warehouses).
efits packages against other leading com-        to survey a segment of our employee pop-            Dean Foods tracks several safety key
panies in our sector to ensure that we           ulation and benchmark against other            performance indicators (KPIs) on a monthly
remain competitive. We know that a com-          companies. We plan on expanding this           basis for employee safety. These are
prehensive and affordable medical plan,          process over the next two years through-       tracked on a plant, regional, divisional and
programs to improve employee and family          out our organization. The results of this      company-wide basis. The two most signifi-
health, a 401(k) plan with a company             survey will be used to develop strategies      cant KPIs are the Days Away (lost time)
match, adoption and school tuition assis-        to promote employee engagement at all          rate and the DART (days away, restricted
tance, support for professional develop-         levels of the organization.                    and transferred) rate. These rates are
ment, and a confidential program that
offers advice and support for employees               Healt h and Safet y
dealing with difficult issues are needed to
find and keep the best employees. We be-         We are committed to ensuring that our
lieve performance incentives help attract,       employees have a healthy and safe work
motivate and retain employees and, there-        environment. Each manufacturing facility
fore, we use them as appropriate in certain      includes safety management and training
positions. In 2008, we began implement-          for higher-risk jobs. Safety precautions and
ing a common performance management              training for all employees is taken very se-
system for exempt employees to ensure            riously. Our products must adhere to the



Page 22 | Corporate Responsibility Report
                                                                                                D iversity at D ean Food s
                                                                                      (US Labor Force)            Dean Foods Employees

                                                                                      Female (46.4%)                        16%
                                                                                      Male (53.6%)                          84%
                                                                                      Asian / Pacific Islander (4.4%)       4%
                                                                                      African American (11.4%)              15%
                                                                                      Hispanic / Latino (13.3%)             15%
                                                                                      White (69.1%)                         64%
                                                                                      Other (2.3%)                          2%
                                                                                      Total                                 100%


computed using OSHA protocols and are            ties in underutilized job groups. These         lective bargaining agreements at the end
used to monitor trends in safety perform-        plans, which are updated annually in com-       of 2007. Most of the workers covered by
ance. The Dean Foods 2007 Days Away              pliance with applicable federal law, also       union contracts are employed in our man-
Rate was 2.3. The Dean Foods DART rate           include examples of outreach to attract         ufacturing plants or in our distribution
was 5.7. (Note: This data does not include       women, minorities, disabled workers, and        system. The terms of these collective
our WhiteWave Foods locations.)                  veterans for job opportunities. Our efforts     bargaining agreements vary by location. All
                                                 to broaden our employee base and expand         jurisdictions in which we have employees
     Diversity                                   opportunities throughout the company in-        protect the right of freedom of association
                                                 clude the implementation of a job posting       and collective bargaining, and it is our pol-
We believe that a diverse, engaged work-         system that will serve both local and na-       icy to fully comply with such applicable
force is a powerful competitive advantage        tional hiring efforts.                          laws and regulations.
in today’s marketplace. We continue to
work hard to attract and retain a work-               Facilit y R at ionaliz atio n                    Lo oking A h ead
force that reflects the communities in
which we live and work. The breakdown            Our marketplace is increasingly competi-        In the future, one of our key goals will be
of our current workforce in terms of diversity   tive, and we must continue our efforts to       to retain current employees while recruiting
is shown in the table above and, regarding       optimize our manufacturing assets and be-       the next generation of Dean Foods’ workers
overall demographics in the United States,       come more efficient. As a result, we some-      and leaders. Attracting individuals from di-
it tracks quite closely with all segments.       times must make the difficult decision to       verse backgrounds will be a key determi-
We recognize that we have a less-than-           close a facility. We understand the impact      nant of our future success. We have made
optimal representation of women in our           that closing a facility and losing a number     progress in enhancing our human resource
workforce, and we are initiating programs,       of jobs can have on a local economy. We         policies and practices, and our objectives
including mentoring and training, targeted       try to work with the local communities to       going forward include:
to attract and retain more women through-        mitigate the effects of diminished tax rev-
out the company.                                 enues and job losses. We provide transition     ® Be the employer of choice in the
      Each of the Dean Foods manufactur-         support to our employees through sever-             communities where we do business;
ing plants has a separate Affirmative Ac-        ance and benefits packages which fre-           ® Provide career paths across the
tion Plan (AAP) that includes specific goals     quently include outplacement services and           organization;
for the recruitment of women and minori-         support. Where possible, we look for other      ® Continue to unify human resources
                                                 internal opportunities within Dean Foods            policies across all operations;
                                                 through our new national database of open       ® Improve our employee safety record;
                                                 positions. When closing any facility, we        ® Increase the recruitment of females
                                                 show the utmost respect to our employees            at all levels of the organization; and
                                                 and minimize the impact to our customers.       ® Extend efforts to understand and
                                                                                                     improve employee engagement.
                                                      Unio n Relat io ns

                                                 Approximately 38% of Dean Foods’ eligible
                                                 employees were covered by over 100 col-


                                                                                                     Corporate Responsibility Report | Page 23
                                                       The Community




At Dean Foods, we believe that all business – no matter how large or small – can
play a vital and beneficial role in strengthening the social, economic and environ-
mental conditions of a community. Dean Foods is committed to nurturing and
supporting the communities in which we do business. We do this by supporting
both national and local organizations at the corporate level, as well as through
our local facilities. We encourage volunteerism among our employees and provide
them with opportunities to actively support their local and global neighbors.

     Focus Areas                                volvement and support at a local level and      ® Dallas Center for the Performing Arts and
                                                empower those businesses to address the           Dallas Theater Center
In our communities, we have historically        most pressing and relevant needs in their       ® Dallas Symphony Orchestra’s Young
focused our support in three areas:             local geographies.                                Strings Program
                                                                                                ® American Red Cross
® Health, hunger and nutrition: We work to           Co rp orate G iving                        Locally, a number of our businesses sup-
  expand nutrition education, encourage                                                         port the Feeding America network and
  healthy lifestyles, and combat hunger and     At the corporate level, we provide financial    other food banks, either by donating prod-
  its devastating effects on our communities.   support to worthy organizations both na-        uct or selling it deeply discounted. In
® Environmental stewardship and conser-         tionally and in the Dallas area, home to our    2007, our businesses donated more than
  vation: We work to promote conservation       headquarters. These philanthropic contribu-     2 million pounds of food to more than 30
  of natural resources, animal welfare, sus-    tions are governed by a set of corporate giv-   food banks in 20 states. Our businesses
  tainable agriculture, renewable energy,       ing guidelines, which are available on our      also contribute financially to other local char-
  and the preservation of family farms.         website at www.deanfoods.com. We are cur-       itable organizations in their communities.
® Education and arts: We work to better         rently reviewing these guidelines to ensure
  the lives of children through increased       our corporate giving is having the greatest
  access to education for the disadvan-         possible impact in our communities. We ac-
  taged, educational programs for children      cept written requests from 501(c)(3) organi-
  with disabilities, and academic research      zations and hope to begin accepting online
  and outreach programs that create eco-        applications in 2009. Some of our current
  nomic opportunities for families. We also     community partners include:
  support organizations that increase chil-
  dren’s access to the visual, literary and     ® Feeding America (formerly America’s
  performing arts.                                Second Harvest) and the North Texas
                                                  Food Bank
These areas are of critical importance to our   ® Dean Foods LEAN (Lifestyle, Education
customers, consumers, and the communi-            and Nutrition) Families Program at
ties in which we operate. We recognize that       Children’s Medical Center Dallas
each of our businesses has the best sense       ® Notre Dame School of Dallas
of the unique needs of its surrounding com-     ® Students in Free Enterprise
munity. We encourage active community in-



Page 24 | Corporate Responsibility Report
          CA SE       STUDIES                      munities. Regionally, they partner with char-       than $12,000 has been donated to local
                                                   itable and non-profit organizations, including      schools in Georgia, Alabama and Tennessee.
   Commu nity A f fairs Goes Local
                                                   schools, medical centers and fire departments.
Dean Foods’ WhiteWave division sponsors a          Two examples of local programs follow:              Meadow Gold Dairies in Salt Lake City,
Values-in-Action (VIA) program, which rewards                                                          Utah, supports the Utah Foster Care Founda-
employees with “VIA points” that are earned        Mayfield Dairy Farms’ Caps for Cash is a            tion which helps find, educate and nurture
doing community service and through partici-       simple and effective program that raises money      families to meet the needs of children in foster
pation in environmental initiatives. Employees     for local schools. Consumers collect Mayfield       care. Meadow Gold sells ice cream cones at
accumulate and track their VIA points on the       milk caps and give them to a participating stu-     discounted prices at community events and do-
company intranet and can exchange them for         dent or school. A group of local consumers, the     nates the proceeds to the Utah Foster Care
paid time off or other prizes. The intranet also   “Mayfield Moms,” collect the caps from school       Foundation. In the past two years, the company
includes information about general sustainabil-    coordinators at the end of each quarter and tally   raised more than $5,000 for the Foundation,
ity issues and specific company initiatives.       them up. Schools can earn up to $2,000 each,        while helping with public service advertising,
                                                   and the school from each system that collects       press conferences and promotional materials to
Dean Foods’      local dairies have long been      the most Mayfield caps receives an additional       raise awareness and encourage Utah families
active, concerned members of their local com-      $500. Since the program was launched, more          to participate in foster care.




    Our WhiteWave division also actively           matched their personal contributions dollar         vide opportunities for involvement. From
supports a number of organizations that            for dollar. Our local businesses have played        corporate office volunteer days to participa-
promote healthy, sustainable living.               important roles in relief efforts in their com-     tion by our businesses in local fundraising
Some of WhiteWave’s partners include:              munities. In cases when the disaster di-            events, we encourage community action
                                                   rectly affected an area where we have a             among our employees.
® Feeding America and Community                    facility, we have responded first to the im-
  Food Share                                       mediate needs of our employees, then to                  Lo oking to th e Future
® World Soy Foundation, a program of the           the needs of the community by donating
  World Initiative for Soy in Human Health         product and, in some cases, logistical sup-         In the area of community relations, we ex-
  (WISHH)                                          port including trucking and refrigeration.          pect to further integrate and coordinate our
® Healthy Mothers Healthy Babies                   Our network of processing facilities is able        efforts across our company. We realize that
® Farm Aid                                         to serve customer and consumer needs                having a clear, consistent and focused strat-
                                                   should any one plant be affected by a cata-         egy for community investment will enable
     Disaster Relief                               strophic event, ensuring the availability of        us to have an even more positive impact on
                                                   safe and nutritious products.                       the communities in which we operate.
In addition to our ongoing philanthropic
partnerships, we’ve provided opportunities              Em p lo yee Vo lunt eeris m
for our employees to respond to natural and
other disasters through relationships with         We are proud that our employees are active
major relief organizations, and have               in their local communities, and work to pro-



                                                                                                          Corporate Responsibility Report | Page 25
                                                 Governance and Ethics




We have designed our approach to governance and ethics to build and main-
tain the trust of our shareholders, employees, and other stakeholders. Our
governance structure aims to ensure that the company and its officers, directors,
and employees are held accountable for creating value in a responsible and
ethical manner.

     Board Independence and                          Co d e of E th ics                           Communication and Education. There are
     Operation                                                                                    a number of mechanisms in place to en-
                                                Applying and upholding the highest ethical        sure that the Code is widely distributed,
We believe the Board of Directors should        standards is critical to the continued suc-       its content is understood and applied, and
be a forceful advocate for ethical business     cess of Dean Foods because it assures our         suspected violations are reported. New
conduct and accountability to shareholders      business partners that we are committed to        employees are provided with a printed
and the communities in which we do busi-        integrity in all transactions and interactions.   copy of the Code and are required to ac-
ness. Most of our Board members are inde-            The Code provides the standards all          knowledge receipt, certify understanding
pendent, non-employee directors, in keeping     employees and directors are expected to           and agree to abide by its content. Printed
with New York Stock Exchange and Securi-        uphold. Our individual responsibilities to        copies are routinely distributed by local
ties and Exchange Commission criteria. The      one another, to consumers and cus-                Human Resources management, and
Board committees for Audit, Compensation,       tomers, to shareholders, and to the com-          posters are hung throughout work areas
and Governance are comprised solely of in-      munities in which we operate, are clearly         highlighting the Code. But no standard or
dependent directors. Independent members        defined. In fact, compliance with the             code can provide guidance for every po-
of the Board hold meetings on a regular         Code is included in the performance               tential workplace situation. That is why
basis without management representation         goals of corporate officers, senior execu-        the education component of our compli-
to discuss specific issues and general          tives and managers, ensuring that all are         ance program is so important.
company business.                               indeed held to the same standard.                       The Dean Foods Company Ethics &
      The Board of Directors has adopted a           The Code of Ethics is available in           Compliance Training Center provides web-
set of Corporate Governance Principles that     English and Spanish and may be found              based education designed to enhance our
include director qualification and continuing   on our website at www.deanfoods.com.              compliance program. Mandatory course-
education, as well as principles for opera-                                                       work is assigned according to primary job
tion of the Board. The Governance Commit-
tee’s responsibilities include ensuring that
these principles are applied and evaluating
possible conflicts of interest that may arise            In 2007, 4,802 non-hourly employees completed a total of 32,516
from Board members and senior executives.                training modules focused on subjects ranging from our Code of Ethics
Diversity of Board members is sought in
                                                         to matters of general business ethics and specific legal compliance.
terms of personal and professional back-
ground and other characteristics that provide            On average, seven courses were completed by each employee that
unique perspectives on our business.                     reporting year.




Page 26 | Corporate Responsibility Report
function and level of responsibility, with a
high level of proficiency required to receive
completion credit within a designated
period of time. Exempt employees are
assigned training upon new hire and
promotion, and our active professional,
management, and executive personnel are
required to participate in ongoing semi-
annual compliance training periods.

Reporting Violations. Our employees are          2007 Annual Report, we disclosed a num-          Federal Electoral Commission guidelines.
charged with reporting all instances of sus-     ber of material risk factors. We have also
pected violation of the law or Company pol-      discussed the risk to our business associ-            Polit ical Co nt rib utio ns
icy. Retaliation of any kind against those       ated with potential climate change in our
who report violations is strictly prohibited     Climate Disclosure Project response. In          Dean Foods has a political action commit-
and grounds for dismissal.                       addition, in 2006, we conducted a com-           tee (PAC) that is funded by voluntary con-
      In order to make the process less in-      prehensive enterprise risk assessment            tributions from employees. It is strictly
timidating and ensure that all of our em-        project. In this project, we evaluated a         non-partisan and seeks to support those
ployees are afforded the same opportunity        number of risk factors in the following          government representatives, regardless
to voice concerns, we established a toll-        areas: financial, personal injury or health,     of party affiliation, that support positions
free Code of Ethics HelpLine available to        legal and criminal, and reputational.            we consider important to our success.
all employees. Calls are received and                                                             Employees are not permitted under any
recorded by an independent third party; a             Go vernm ent Relat io ns                    circumstances to provide gifts, cash
written report is prepared by the receiving                                                       donations, or in-kind contributions to
operator of each call and forwarded to our       Given the nature of the dairy industry, almost   government officials on behalf of Dean
Chief Compliance Officer. Complaints are         every aspect of Dean Foods’ business is regu-    Foods Company.
then dispatched for investigation by the         lated in one way or another by the govern-
appropriate investigating authority. All re-     ment. We strongly believe this requires the           I nd us tr y Par t ners hips
ports are investigated, and resolution of        Company to maintain close contact with gov-
each investigation is monitored and re-          ernment representatives and agencies. Our        Dean Foods is an active participant in a
ported quarterly to the Audit Committee of       engagement takes place at the federal level,     number of industry associations and
the Board of Directors.                          as well as at the local and state levels.        trade groups, including the International
                                                       We have significant contact with gov-      Dairy Foods Association, the Grocery
     Ass ess ing Risk                            ernment offices and regulatory agencies at       Manufacturers Association, the Organic
                                                 each of our manufacturing facilities. It is      Trade Association, the National Association
We regularly assess risks to our business        our practice to uphold the highest stan-         of Manufacturers, and the Soyfoods Asso-
from a variety of perspectives. In our           dards of ethical behavior as set forth in var-   ciation of North America. We are commit-
                                                 ious laws and regulations, including the         ted to enhancing our effectiveness in
                                                                                                  promoting solutions to issues of concern
                                                                                                  within our industry.




     Our Code of Ethics                   provides the standards all employees and directors are expected to uphold. Our
     individual responsibilities to one another, to consumers and customers, to shareholders, and to the communities
     in which we operate, are clearly defined.




                                                                                                     Corporate Responsibility Report | Page 27
                                                     Looking to the Future




Assembling            the contents and data included in this report was no small task. While working on the report, we established processes
and created databases that will help us continue to be more transparent as we report our social and environmental impacts in the future.
      We are committed to publicly reporting on our performance in achieving our goals and key performance targets. Our intent is to report
on a regular basis (at least every two years) so that our stakeholders may assess our progress in addressing our most material environmental,
social, community, and governance issues.
      As we continue our efforts to transform our company into a best-in-class food and beverage company, we will continue to develop our
CSR data management and reporting systems. We will embed our key environmental performance measures throughout our operations as we
strive to continuously improve our business. Our Environmental 2013 Roadmap, as summarized below, will become an integral part of our
overall business strategy.




E nvironmental 2013 Road map

  Focus Area           Strategic Approach                                                                                    2013 Target

  Greenhouse           ® Communicate to our employees the limits of carbon-based energy                                      20% Reduction
  Gas Emissions        ® Reinforce  the need across the organization to reduce energy costs and create an enduring
                         business model
                       ® Identify opportunities to use clean and renewable sources of energy


  Water                ® Reduce  water consumption with training and investment in use of precision water                    30% Reduction
  Conservation           applications
                       ® Reuse water whenever possible without compromising product quality or plant sanitation


  Solid Waste          ® Reduce  plastic and paper waste by encouraging development of local and regional recy-
                                                                                                                             30% Reduction
  Disposal               cling opportunities
                       ® Reduce waste of all kinds with the development of specific recycling policies and procedures
                       ® Work with vendors to redesign packaging to reduce the environmental impacts




We know that we still have much to do across our business. Our goal is to use our Environmental 2013 Roadmap to prepare realistic yet
ambitious plans to create value for all our stakeholders. As a leader in our industry, we know that we have both significant responsibilities and
opportunities – and we are excited to meet the challenges ahead.

Sincerely,




E arl M. “Chip” Jo nes, III
Senior Vice President
Corporate Responsibility and Sustainability




Page 28 | Corporate Responsibility Report
This report will be available to view on our website at www.deanfoods.com. Please consider the environment
before printing. To view the Global Reporting Initiative Index (GRI), please visit our website at www.deanfoods.com.