UNITED STATES OF AMERICA, STATE OF WISCONSIN, STATE OF ILLINOIS,    and STATE OF MICHIGAN,                   Plaintiffs,                   v. DEAN FOODS COMPANY,                   Defendant.

Case No. 10-CV-59

1. Amendments to Pleadings. Amendments to the pleadings, including joinder of additional parties, shall be filed no later than June 25, 2010.

2. Initial Disclosures. No later than May 27, 2010, the parties shall make their initial disclosures, consistent with Fed. R. Civ. P. 26(a)(1). In light of disclosures previously made in connection with plaintiffs' investigation of the challenged transaction, the parties have separately agreed to the scope of initial disclosures in this case. Each side shall supplement its initial disclosures no later than December 13, 2010.

3. Fact Discovery. Fact discovery shall begin upon entry of this Order. Except as provided in paragraph 5 of this Order, fact discovery shall close no later than February 21, 2011.

4. Interrogatories. Each side may serve up to 25 interrogatories, including sub-parts.

5. Exchange of possible fact witnesses for trial. No later than August 10, 2010, plaintiffs shall serve their initial list of up to 20 possible fact witnesses which shall constitute the universe of persons from which plaintiffs will select their fact witnesses to testify through live testimony at trial. No later than August 25, 2010, defendant shall likewise serve its initial list of up to 20 possible fact witnesses who may testify live at trial. Each side may amend its initial fact witness list to add or substitute up to a total of 5 fact witnesses, provided that the final list shall not exceed 20 fact witnesses. All amendments to fact witness lists shall be made no later than March 23, 2011. Notwithstanding the fact discovery cutoff in paragraph 3 and the aggregate deposition hour limitations described in subparagraph (b) of paragraph 6 of this Order, each side may depose any added or substituted witnesses on the other side's final list no later than May 6, 2011. The Court shall determine at a later date the actual number of witnesses who will be permitted to testify live at trial.

6. Depositions.

1. All depositions of any person, other than an expert witness, shall be limited to one day of no more than 7 hours.
2. Subject to subparagraph (c) of this paragraph, the following hour limitations shall apply to each side's examination of witnesses in non-expert depositions: a total of 225 hours for defendant and a total of 200 hours for plaintiffs collectively. Only the deposition time during which one side controls the questioning shall count against that side's hour limitation. Neither depositions taken for the purpose of establishing the authenticity and admissibility of documents produced by any party or non-party nor investigatory depositions taken by the plaintiffs prior to the filing of this case pursuant to the Antitrust Civil Process Act, 15 U.S.C. § 1312, shall count against each side's hour limitation. Each side noticing a deposition of a non-expert witness will confer with the opposing side regarding the provision of adequate time for examination of the witness by all parties and shall offer the opposing side a reasonable opportunity for examination of the witness.
3. If defendant determines that it needs additional hours of deposition time above the limitation described in subparagraph (b) of this paragraph, defendant shall have a one-time right to increase its hour limitation by 25 hours to a total of 250 hours, provided that defendant notifies plaintiffs of its intent to do so no later than January 21, 2011, and provided further that if defendant exercises the right to increase its hour limitation, plaintiffs' hour limitation shall also increase by 25 hours to a total of 225 hours.

7. Expert Discovery. Expert-related discovery shall be governed by Fed. R. Civ. P. 26, except as modified herein. Each side shall serve initial expert reports no later than March 23, 2011. Each side shall serve expert rebuttal reports no later than April 7, 2011. The parties have separately agreed to certain limitations in the scope of expert disclosures.

8. Expert Depositions. Expert depositions shall be completed no later than May 20, 2011. Expert depositions may extend to 2 days of up to 7 hours each day.

Dispositive Motions. Dispositive motions, including any motion for full or partial summary judgment, shall be filed no later than June 20, 2011.

10. Deposition Designations. Designation of deposition testimony shall be limited to testimony that the designating party has a good faith intention to offer into evidence at trial. The parties shall exchange the designations of deposition testimony to be offered in their case-in-chief no later than 30 days before the deadline for filing pretrial reports pursuant to Civil L.R. 16(c). Any counter- or fairness designations to the opposing side's deposition designations shall be included in each party's pretrial report.

11. Pretrial Report. Pursuant to Civil L.R. 16(c), each side shall file a pretrial report at least 7 days before any scheduled pretrial conference.

12. Amendments to this Order. Neither side shall seek more than one amendment of this Order, and the Court will grant an amendment only for good cause shown upon motion or stipulation by either side filed not less than 60 days prior to the expiration of any cutoff date sought to be modified.

Dated at Milwaukee, Wisconsin, this 3rd day of June, 2010.