1. U.S. Dept. of Justice vs. Dean Foods DOJ Accused Dean Foods of violating the Clayton Act  Dean Foods: one of the leading U.S. food and beverage companies  The largest processor and distributor of milk, and cultured dairy products.  Offerings are marketed under more than 50 local and regional dairy brands as well as via private labels.  History of the company: www.deanfoods.com/our-company/about-us/brief-history.aspx 1

2. U.S. Dept. of Justice vs. Dean Foods DOJ Accused Dean Foods of violating the Clayton Act  Clayton Antitrust Act of 1914: Seeks to prevent anti-competitive practices  Continued to outlaw practices considered harmful to consumers (monopolies, cartels, etc.)  Specified particular prohibited conduct 2

3. U.S. Dept. of Justice vs. Dean Foods Dean Foods in 2009 acquires 2 fluid milk bottling plants located in Richland Center, WI from Foremost Farms (a dairy cooperative)  DOJ contended that Deans acquisition of plants violates Section 7 as “the effect of such acquisition my be to substantially lessen competition  Two markets impacted  Sale of school milk in WI and the UP of MI  Sale of milk in WI, the UP and NE IL  Prior to purchase Dean and Foremost were the 1 st and 4 th largest sellers of school milk and fluid milk in impacted areas 3

4. U.S. Dept. of Justice vs. Dean Foods With purchase Dean will account for more than  57% of fluid milk sales in the region  > 85% in UP  > 60% in Green Bay  50% of school milk purchased in WI and UP With plant purchases the HHI to 1,127 to 3,830  Substantial ↑ in concentration  HHI in UP ↑ by 2,814 to 7,510  HHI in Green Bay ↑ by 1,728 to 4,777 Dean Foods was found to be guilty and required to sell acquired plants  Did so in 2011 4