DFODQ 10-K Annual Report Dec. 31, 2017 | Alphaminr

DFODQ 10-K Fiscal year ended Dec. 31, 2017

DEAN FOODS CO
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PROXIES
DEF 14A
Filed on March 26, 2019
DEF 14A
Filed on March 26, 2018
DEF 14A
Filed on March 27, 2017
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Filed on March 30, 2016
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Filed on April 1, 2015
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Filed on April 11, 2014
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Filed on April 12, 2013
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Filed on April 13, 2012
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Filed on April 15, 2011
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Filed on April 16, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation Quarterly Report on Form10-Q for the quarter ended September 30, 2013 November12,2013 3.2 Certificate of Amendment of Restated Certificate of Incorporation Quarterly Report on Form10-Q for the quarter ended June30, 2012 August 7, 2012 3.3 Certificate of Amendment of Restated Certificate of Incorporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 November 12, 2013 3.4 Certificate of Amendment of Restated Certificate of Incorporation Current Report on Form 8-K May 20, 2014 3.5 Amended and Restated Bylaws. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 November 8, 2017 4.1 Specimen of Common Stock Certificate Current Report on Form 8-K August 15, 2013 4.2 Indenture, dated as of February 25, 2015, between Dean Foods Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee Current Report on Form8-K March3, 2015 4.3 Satisfaction and Discharge of Indenture Current Report on Form8-K March3, 2015 *10.1 Amended and Restated Executive Deferred Compensation Plan Annual Report on Form10-K for the year ended December31, 2006 March1, 2007 *10.2 Post-2004 Executive Deferred Compensation Plan Annual Report on Form 10-K for the year ended December31, 2006 March1, 2007 *10.3 Revised and Restated Supplemental Executive Retirement Plan Annual Report on Form10-K for the year ended December31, 2006 March1, 2007 *10.4 Amendment No.1 to the Dean Foods Company Supplemental Executive Retirement Plan Annual Report on Form10-K for the year ended December31, 2006 March 1, 2007 *10.5 Amendment No.2 to the Dean Foods Company Supplemental Executive Retirement Plan Annual Report on Form10-K for the year ended December31, 2006 March1,2007 *10.6 Amendment No. 3 to the Dean Foods Company Supplemental Executive Retirement Plan Annual Report on Form 10-K for the year ended December 31, 2016 February 22, 2017 *10.7 Dean Foods Company Amended and Restated Executive Severance Pay Plan. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 November8,2017 *10.8 Form of Change in Control Agreement for the Companys Chief Executive Officer and Executive Vice Presidents Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 November 12, 2013 *10.9 Form of Amended and Restated Change in Control Agreement for Senior Vice Presidents Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (pages 1 through 10 of Exhibit 10.3) November 5, 2008 *10.10 Ninth Amended and Restated 1997 Stock Option and Restricted Stock Plan Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 May 9, 2012 *10.11 Dean Foods Company 2007 Stock Incentive Plan, as amended Current Report on Form8-K May 20, 2013 *10.12 Amendment to the Dean Foods Company 2007 Stock Incentive Plan Current Report on Form8-K November 18, 2014 *10.13 Form of Non-Qualified Stock Option Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.14 Form of Restricted Stock Unit Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.15 Form of Cash Performance Unit Agreement for Awards under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.16 Form of Phantom Shares Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.17 Form of Dean Cash Award Agreement Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.18 Form of Directors Non-Qualified Stock Option Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.19 Form of Directors Restricted Stock Unit Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.20 Form of 2013 Restricted Stock Unit Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.21 Form of 2013 Cash Performance Unit Agreement for Awards under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.22 Form of 2013 Phantom Shares Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.23 Form of 2013 Dean Cash Award Agreement Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.24 Form of Directors Master Restricted Stock Agreement under the Dean Foods Company 2007 Stock Incentive Plan Quarterly Report on Form 10-Q for the quarter ended June30, 2008 August 8, 2008 *10.25 Letter Agreement between the Company and Kim Warmbier, dated February 25, 2013 Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.26 Letter Agreement between the Company and Brad Cashaw dated February 10, 2016 Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 August 8, 2016 *10.27 Letter Agreement, dated July 3, 2016, between Dean Foods Company and Russell F. Coleman Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 November 7, 2016 *10.28 Letter Agreement, dated August 31, 2016, between Dean Foods Company and Ralph P. Scozzafava Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 November 7, 2016 *10.29 Form of Indemnification Agreement Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.30 Letter Agreement, dated June 9, 2017, between Dean Foods Company and David Bernard Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 November 8, 2017 *10.33 Letter Agreement, dated February 14, 2016, between Dean Foods Company and Kurt Laufer Filed herewith *10.34 Letter Agreement, dated November 10, 2016, between Dean Foods Company and Kurt Laufer Filed herewith *10.35 Letter Agreement, dated November 11, 2016, between Dean Foods Company and Brad Anderson Filed herewith *10.36 Letter Agreement, dated January 8, 2018, between Dean Foods Company and Jose A. Motta Filed herewith 10.37 Seventh Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2015, among Dairy Group Receivables L.P. and Dairy Group Receivables II, L.P., as Sellers; the Servicers, Companies and Financial Institutions listed therein; and Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. Rabobank International, New York Branch, as Agent Current Report on Form 8-K March 27, 2015 10.38 Amendment No. 1 to Seventh Amended and Restated Receivables Purchase Agreement, dated as of January 4, 2017, among Dairy Group Receivables L.P. and Dairy Group Receivables II, L.P., as Sellers; the Servicers, Companies and Financial Institutions listed therein; and Cooperatieve Rabobank U.A., New York Branch, as Agent Current Report on Form 8-K January 6, 2017 10.39 Credit Agreement, dated as of March 26, 2015 among Dean Foods Company, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, CoBank, ACB, Suntrust Robinson Humphrey, Inc., Coperatieve Centrale Raiffeisen - Boerenleenbank, B.A. Rabobank Nederland, New York Branch, Credit Agricole Corporate & Investment Bank, and PNC Bank, National Association, as Co-Documentation Agents; and certain other lenders that are parties thereto Current Report on Form 8-K March 27, 2015 10.40 First Amendment to Credit Agreement and Limited Waiver, dated November 23, 2015, by and among the Company, each lender party thereto and Bank of America, N.A., as Administrative Agent Annual Report on Form 10-K for the year ended December 31, 2015 February 22, 2016 10.41 Second Amendment to Credit Agreement, dated as of January 4, 2017, by and among Dean Foods Company; the subsidiary guarantors thereto; the lenders listed on the signature pages thereof; and Bank of America, N.A., as Administrative Agent Current Report on Form 8-K January 6, 2017 10.42 Separation and Distribution Agreement, dated October 25, 2012, by and among Dean Foods Company, The WhiteWave Foods Company and WWF Operating Company Annual Report on Form 10-K for the year ended December 31, 2012 February27,2013 10.43 Amended and Restated Tax Matters Agreement dated May 1, 2013 between Dean Foods Company and The WhiteWave Foods Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 May 9, 2013 *10.44 Dean Foods Company 2017 Short-Term Incentive Compensation Plan Current Report on Form 8-K March 10, 2017 *10.45 Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.46 Form of Restricted Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.47 Form of Directors Restricted Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.48 Form of Performance Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.49 Form of Phantom Shares Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.50 Dean Foods Company 2016 Short-Term Incentive Compensation Plan Current Report on Form 8-K March 4, 2016 12 Computation of Ratio of Earnings to Fixed Charges Filed herewith 21 List of Subsidiaries Filed herewith 23 Consent of Deloitte & Touche LLP Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith