D A I R Y F A R M E R S O F A M E R I C A , I N C .

Everyone. Every day. Every way.

IntegrityValue

Everyone. Every day. Every way.

Value

Code of Conduct

1

Dear Employee:

The most important core value at DFA is that we act with integrity in all of our dealings with members, customers, partners, suppliers, competitors, employees, and in the communities in which we conduct business. This means that we act honestly, ethically, and in compliance with all applicable laws.

Consistent with keeping integrity at the forefront of our thoughts and deeds, we are launching DFA's enhanced compliance program, Value Integrity, which takes DFA's compliance program to the next level. This program includes a comprehensive, formal Code of Conduct that provides employees with an overview of DFA's Value Integrity policies, outlines individual responsibilities, highlights proper ethical business practices, and provides the guidance we need to stay the course on our commitment to integrity.

It is our expectation that every DFA employee will make a personal commitment to comply with DFA's Code of Conduct, use it as a reference when questions arise about proper business conduct, and speak up if they suspect unethical conduct around them. We will continue to enhance the Value Integrity program to ensure that we meet the evolving needs and demands of the compliance environment in which DFA operates.

What we do is important, and how we do it is important. Thus, each of us must make the right choices for everyone, every day, in every way. Thank you for driving DFA's performance with integrity.

Sincerely,

Richard P. Smith Randy MooneyPresident and Chief Executive Officer Chairman of the Board

Chairman of the Board and the President and Chief Executive Officer

Message from the

2

ContentsOur Code of Conduct .......................................................................................................................... 3

Anti-Bribery and Anti-Corruption Policy .............................................................................................. 4

Antitrust Policy ..................................................................................................................................... 6

Commodity Trading Policy ................................................................................................................... 8

Computer Usage/Social Media Policies ............................................................................................. 10

Employee Safety Policy ...................................................................................................................... 12

Environmental Policy ........................................................................................................................... 14

Equal Employment Opportunity and Affirmative Action Policy ........................................................ 16

Ethics Policy ......................................................................................................................................... 18

Financial Integrity/Controllership Policy .............................................................................................. 20

Food Safety and Quality Policy ........................................................................................................... 22

Gift Policy ............................................................................................................................................. 24

Global Trade Policy ............................................................................................................................... 26

Harassment in the Workplace Policy .................................................................................................. 28

Nondisclosure and Conflict of Interest Policy ................................................................................... 30

Records Management Policy ............................................................................................................. 32

Retaliation Policy .................................................................................................................................. 34

3

Our Code of Conduct

At Dairy Farmers of America, Inc. (DFA or the Cooperative), we live every day guided by our values of integrity, accountability, community, innovation, quality, and passion. DFA is committed to conducting business fairly and honestly. DFA's Value Integrity Code of Conduct (Code) is a guide to assist each of us in understanding our responsibilities in making a positive contribution to the success of DFA as we navigate our way through the many different and complex situations we encounter.

The Code is a summary of some of DFA's Value Integrity policies and is not intended to be exhaustive. It will help you recognize potential ethical or legal issues, direct you to the appropriate resources to obtain more information, and understand your responsibility to report known or suspected violations of DFA's Value Integrity policies. The basic principles of the Code include:

1. Recognizing that the responsibility to act with integrity applies to: Everyone. Every day. Every way.

2. Abiding by, and promoting compliance with, the law and exemplifying the highest ethical standards in our conduct.

3. Fostering a culture of compliance by:

Communicating written compliance policies and procedures Providing effective training and education on each compliance policy and procedure Promptly responding to and addressing concerns Prohibiting retaliation against employees who raise concerns

Employees can find the full text of each Value Integrity policy on the internal portal at http://weare.dfamilk.com or in Dairy University.

4

Anti-Bribery and Anti-Corruption PolicyAt DFA, we believe in doing business with integrity, which means avoiding corruption and bribery and complying with all anti-bribery and anti-corruption laws. The law makes it illegal for an employee, agent, or consultant to give or offer anything of value to a government official or a member of his or her family in order to obtain business. The law also prohibits our employees, agents, or consultants from offering or receiving improper or unethical payments to or from any third party by or on behalf of DFA in order to obtain or retain business.

This policy is designed to provide employees with an understanding of the Foreign Corrupt Practices Act and other laws that prohibit bribes and kickbacks, so they can avoid violations and recognize potential compliance issues.

QuestionA broker offers to act as a commissioned agent to sell DFA product in a

foreign market. To ensure that DFA's product meets the local regulations, the broker plans to pay a commission to an individual who works for the

government regulatory office. Is this acceptable?

AnswerNo. It is illegal for an employee, agent, or consultant of DFA to pay any

amount of money for the purpose of influencing a foreign government official.

5

DFA employees, agents, consultants, and business partners are expected to:

Adhere to DFA's policy that no offer, payment, promise to pay, gifts, or anything of value will be made by or on behalf of DFA to any government official in order to obtain or retain business

Conduct due diligence before engaging in business activities with a foreign agent, consultant, or business partner

Require written contract terms emphasizing that international consultants and agents understand and agree to comply with

anti-bribery and anti-corruption laws

Use caution when doing business with foreign governments

Be alert for “red flags” or facts that create suspicion that an employee, agent, or consultant of DFA may be involved in potentially corrupt activity, such as:

• Questionable comments (e.g., “I can take care of any problems with the government,” or “I deal with government people all the time, don’t worry.”)

• Requests for excessive commission rates and/or payments in cash

• Requests to create or use false or inaccurate documents

What to know

It is illegal to give or receive

anything of value to or from any government official

6

Antitrust PolicyAt DFA, our Antitrust Policy is designed to ensure compliance with antitrust laws. Antitrust laws apply not only to DFA employees, but also to our subsidiaries, affiliates, officers, directors, and members.

DFA's policy is intended to further employees’ understanding of basic antitrust principles andenhance their ability to identify potential antitrust issues. The guidelines that follow help explain what is expected of DFA employees to ensure that DFA conducts its business in strict compliance with all applicable antitrust laws.

A truck on its way to pick up milk at a farm in Easton, Mo.

7

Antitrust laws are designed to preserve fair competition by prohibiting:

• The improper use of market power to exclude competitors and raise prices

• Agreements that unreasonably restrain trade

• Discrimination in pricing in a way that harms competition

The Capper-Volstead Act:

• Provides limited antitrust immunity to qualified agricultural cooperatives

• Protects member interests in the processing, handling, and/or marketing of their products

• Does not permit predatory or coercive practices

Employees that work with members, customers, vendors, and/or milk haulers are expected to:

• Be familiar with and follow DFA's Antitrust Policy

• Understand the impact of prior agreements with the government that may restrict DFA's relationships with members, customers, and milk haulers

• Contact the DFA Legal Department with any questions about antitrust compliance

• Recognize that individuals who are guilty of antitrust violations can receive lengthy prison sentences and significant financial penalties for each violation

What to know

We will preserve and promote free, fair, and open competition

8

Commodity Trading PolicyDFA's Commodity Trading Policy focuses on the laws and regulations applicable to hedges, swaps, exchange-traded products, and spot calls. The following rules explain what is expected of employees to ensure that DFA's commodity trading practices comply with all applicable laws and regulations.

9

Employees are prohibited from:

Attempting to or actually creating an artificial price of any commodity

Knowingly delivering false or misleading reports concerning market information or conditions that affect the price of a commodity

Using non-public information for personal gain

Providing commodity trading advice to third parties

Entering into the following types of transactions:

• Transactions that appear fraudulent or deceitful

• Transactions that appear too good to be true or do not feel right

Authorized personnel are permitted to:

Enter into commodity transactions only if expressly authorized to do so by their supervisor

Buy/sell only authorized commodities and instruments

Trade only with authorized counterparties

Follow all other policy requirements related to derivative transactions and trading strategies

What to know

Question Can DFA intentionally attempt to drive up butter prices by using its purchasing power

to protect the market price for farmers?

Answer No. The Commodity Exchange Act prohibits anyone from manipulating or attempting

to manipulate the price of any commodity.

10

Computer Usage PolicyDFA employees are equipped with a variety of technologies, including the capability to send and receive email and access the Internet in order to carry out appropriate company business. DFA is committed to protecting its members, partners, employees, and the company through the acceptable use of computer equipment. This policy outlines the acceptable use of company computers, networks, and Internet access.

What to know

DFA employees are expected to:

Exercise good judgment when conducting business using DFA technology

Understand that DFA reserves the right tomonitor employee activity on DFA technology

Refrain from allowing personal use of technology to interfere with the completion of job responsibilities

11

Social Media PolicyThe way we communicate online with our members, customers, and consumers is critical to the success of the Cooperative. Through social media channels, DFA is committed to sharing our members’ stories and addressing emerging issues within the dairy industry. DFA's Social Media Policy outlines the guidelines to follow when communicating online.

What to know

DFA employees are expected to:

Seek approval from the DFA Communications Department before promoting and/or defending the dairy industry on behalf of DFA

• Exercise good judgment when posting content regarding DFA, its members, and customers

• Demonstrate DFA's core values when discussing DFA and the dairy industry in social media outlets

Protect confidential and proprietary information

Make it clear, when identifying DFA as their employer on social media profiles, that their views and opinions are their own and do not reflect the views and opinions of DFA

Conduct social media activities on their own time

12

Employee Safety Policy At DFA, employees are our most important assets and their safety and health is of primary concern. DFA expects every employee to leave work at the end of the day in the same condition as when they arrived. DFA is committed to the development, implementation, administration, and improvement of sound and effective safety guidelines that are designed to keep employees safe, and comply with all rules and regulations pertaining to occupational health and safety. Following are the expectations of every DFA employee to ensure that we prevent incidents, and provide a systematic approach to ensure a culture of consistently safe behavior at all levels and locations within our organization.

Employees at the DFA Plant in Ventura, Calif., celebrate achieving Cal/OSHA Voluntary Protection Program Star status.

13

DFA employees are expected to:

Perform all duties in a safe, effective manner in compliance with all applicable regulations, and DFA policies and procedures

Ask questions and do not perform any job or operate any machinery until you have been properly trained

Immediately report any unsafe conditions or hazards that you discover in the workplace to your supervisor

Attend all safety meetings and training to reinforce DFA's culture of consistently safe behavior

Contribute ideas or suggestions for ways to continually improve our safety culture

Wear appropriate personal protective equipment to protect yourself from safety hazards

Immediately report all work-related incidents involving employee safety or health to your supervisor

What to know

Safety — Our Measure of Success

14

DFA manufacturing facilty in Cabool, Mo.

Environmental PolicyAt DFA, we recognize the value of protecting the environment and believe that operating our facilities in a manner that controls and minimizes the emissions of wastewater, air contaminants, and solid wastes is in the best interest of our company and the communities within which we operate.

To support our commitment to environmentally sound practices, DFA has implemented programs that comply with the requirements set forth by the environmental laws and regulations that govern our business.

15

What to know

We are committed to

engaging in environmentally sound practices

DFA is committed to supporting environmental efforts with the time

and resources needed to ensure that all facilities continue to be good stewards of

the environment

We will continually assess and strive to improve our processes so that we are operating in the most efficient manner possible

Employees should understand and comply with the environmental regulations and policies that apply to their work site

Employees are expected to take care to minimize the impact of our operations on

the environment by:

• Helping DFA identify ways to save energy and minimize emissions

• Conserving and recycling materials to minimize waste

• Reporting spills or releases of hazardous materials

16

Equal Employment Opportunity and Affirmative Action Policy

At DFA, we believe that providing equal employment opportunities is a fundamental responsibility. DFA has a long-term commitment that prohibits discrimination on the basis of race, color, religion, gender, sexual orientation, marital status, national origin, age, disability, veteran status, or other legally protected status.

Beyond legal compliance, DFA strives to create a culture of respect that is considerate of all employees. The Cooperative’s affirmative action program supports this policy by advancing employment opportunities for minorities, women, persons with disabilities, and covered veterans.

Approximately 300 DFA members and employees volunteered at Real Food Farm and REACH Partnership School in Baltimore, Md., as part of DFA's annual Team Development Conference in 2011.

17

What to know

Employment decisions at DFA are based on job qualifications and merit without regard to a person’s legally protected status including:

Equal opportunity is provided in all DFA employment practices and employment actions including:

• Recruitment• Hiring• Retention• Promotion

• Transfer• Training• Compensation• Benefits

• Race• Color• Religion• Gender• Sexual

orientation

• Marital status• National origin• Age• Disability• Veteran status

Question Is it permissable to consider an applicant's religion or race when making

a hiring decision?

Answer No. All employment decisions must be made solely on qualifications, education,

experience, and merit.

18

Warner Bros. Dairy, Keymar, Md.

Ethics PolicyDFA's Ethics Policy is the foundation of our commitment to integrity. Without acting ethically, success will never be achieved. DFA's Ethics Policy explains what is expected of DFA employees, provides the ethical and legal standards by which all employees will conduct themselves, and reinforces our uncompromising commitment to integrity.

19

What to know

We act with unyielding integrity in all matters at all times

DFA employees must always:

Demonstrate honest and ethical conduct when dealing with members, employees, customers, partners, suppliers, competitors, and regulators

Deal fairly and never take unlawful or unfair advantage of others to succeed

Avoid conflicts of interest between work and personal affairs

Protect confidential and propriety information, except when disclosure is legally required

Ensure that all DFA property is used for legitimate business purposes

Comply with all applicable laws and regulations

20

Financial Integrity/Controllership PolicyA key pillar of the Cooperative’s approach is integrity and transparency in financial reporting. We believe that the integrity of our financial records is critical to the successful operation of our business and to the reputation and trust of our members, employees, and customers.

DFA is committed to maintaining books, records, and accounts that accurately and fairly reflect the Cooperative's business transactions and assets. Our employees understand that the integrity of DFA's financial records is based on maintaining sound processes and controls.

QuestionStan’s department is falling short of its financial targets. Stan’s manager

approaches him, while he’s closing the books for the quarter, and asks him to falsify invoices. Stan knows that this is improper and would overstate

operating income. What should he do?

AnswerStan should refuse to follow his manager’s request because it would

violate DFA's Financial Integrity/Controllership Policy. Stan should immediately report this issue to his manager's supervisor or a member of

the DFA Human Resources, Internal Audit, or Legal Departments.

21

What to know

Through a reliable system of controls, DFA's management actively provides oversight to ensure integrity in all financial activities

All entries made in DFA's books and records should reflect exactly what is described by the supporting information

No false or misleading entries may be made in any DFA record for any reason

Financial information must not be concealed from or by DFA management or auditors

DFA assets, equipment, systems, facilities, corporate credit cards, and supplies must only be used for conducting DFA business or other lawful, proper, and authorized purposes

Employees are responsible for the integrity of all financial information that he or she is involved in creating, processing, and recording

Employees should be alert to, and report, any situations or incidents that could lead to loss, misuse, or theft of DFA property

Adequate controls protect the integrityof our financial records

22

Food Safety and Quality PolicyAt DFA, creating safe, high-quality food products is a top priority. Our employees work diligently to ensure that our products are safe, meet and exceed customer requirements, and fully comply with all local, state, and federal regulations.

23

DFA employees who are responsible for food production must understand and follow DFA's food safety programs, including Good Manufacturing Practices, Hazard Analysis Critical Control Point Programs, and Standard Operating Procedures, including those related to:

What to know

Personal hygiene (hand washing, hairnets, uniforms, communicable disease control)

Sanitary operation (cleaning and sanitizing, pest control, pathogen environmental monitoring)

Traffic control (to prevent cross contamination from raw to ready-to-eat areas)

Production and process controls (product material specifications, temperature controls, allergen management, foreign material control)

Building construction and maintenance (ventilation, lighting, drainage)

Equipment (design, sanitation, calibration)

DFA is committed to food safety and quality assurance

24

Gift PolicyDFA employees may offer or accept gifts that meet permissible criteria. Whether offering, accepting, or declining a gift, all employees are required to uphold their legal and ethical commitment to the Cooperative.

When employees give or accept a permissible gift, they are expected to practice and demonstrate equal treatment, unbiased professionalism, and non-discriminatory actions in relation to all employees, customers, vendors, suppliers, and any other individual or organization.

25

What to know

Question Jill wants to schedule a dinner meeting with a potential customer to discuss a business

opportunity. Is it okay for Jill to charge the full value of the restaurant check on her DFA credit card?

Answer Yes. Reasonably-priced business meals are permissable under DFA's Gift Policy. Jill should

speak with her supervisor and obtain approval in advance if she questions whether the meal will be reasonably-priced.

Employees must obtain supervisor approval before offering or accepting any gift, gratuity, favor, entertainment, reward, or any other item that would influence or could appear to influence an employee's judgment or that is beyond nominal value to or from any customer, affiliate, joint-venture, supplier, or any other person or organization which solicits business from DFA. Employees should never offer anything of value to a government official.

Employees are expected to only give or receive:

Gifts of nominal value that are customary in the industry

Gifts that do not violate any laws or regulations

Gifts that will not influence or appear to influence judgment or conduct

Permissible gifts include the following amenities:

Reasonably-priced business meals, entertainment, transportation, and lodging

Advertising novelties, which are customarily offered to others with a similar relationship

26

Global Trade PolicyDFA is committed to maintaining an effective international trade compliance program that provides resources, procedures, controls, and safeguards in the Cooperative’s exporting and importing processes.

Our policy is designed to ensure that the right questions are asked before accepting orders and making shipments so the Cooperative can avoid any activity that may be contrary to, or in violation of, U.S. export and import laws and regulations.

27

What to know

Employees may only enter into international transactions if authorized to do so by their supervisor

All parties to international transactions and all foreign visitors must be screened against restricted and denied party lists

Written agreements are required to allocate responsibilities and mitigate risks in international transactions

Employees are prohibited from exporting product to embargoed destinations

Employees are prohibited from cooperating with any restrictive trade practice or foreign boycott that is prohibited by law

Employees should avoid transactions that contain red flags indicating potentially illegal transactions

Question What are the risks if I engage in an international transaction on behalf of DFA

without understanding and following DFA's Global Trade Policy?

Answer International trade laws are complex, and the consequences for violating the

laws could result in the loss of export privileges, as well as civil and criminal penalties for DFA and for the individuals involved. Contact the DFA Legal

Department for guidance on international transactions.

28

Harassment in the Workplace PolicyDFA believes that maintaining a positive and productive work environment starts with ensuring a workplace free from harassment. DFA's goal is to maintain an environment that is free from any unwelcome conduct that has the purpose or effect of creating an intimidating, offensive, or hostile work environment.

We are committed to maintaining a work environment in which all individuals are treated with respect and dignity. DFA does not tolerate harassment in the workplace, or any other work-related settings, such as business trips or business-related social events.

Question Sara’s co-worker, Steve, tells racy jokes and comments on her appearance in a way that makes her feel embarrassed and uncomfortable. What should

Sara do?

Answer Sara should report the situation to her supervisor because Steve’s behavior

may be creating an intimidating and offensive environment.

29

What to know

Prohibited harassment includes any inappropriate conduct toward another person that:

• Creates an intimidating, hostile, or offensive work environment

• Unreasonably interferes with an individual’s work performance

Prohibited harassment may involve physical actions, words, pictures, or drawings

Prohibited harassment may include hostility towards an individual because of:

• Race

• Color

• Religion

• Gender

• Sexual orientation

• National origin

• Marital status

• Age

• Disability

• Veteran status

DFA is committed to maintaining a positive work environment that is free from harassment

30

Nondisclosure and Conflict of Interest PolicyCertain information used in DFA's business is confidential or proprietary and cannot be shared with others. DFA's nondisclosure and conflict of interest agreement requires all employees to act at all times in the best interest of DFA and faithfully carry out all company policies, rules, regulations, and contracts when dealing with members, customers, coworkers, management, or the general public.

Heritage Hill Farm, Lacona, N.Y.

31

Question Dave’s uncle’s business is interested in supplying services to DFA. Could this create

a conflict of interest for Dave?

Answer If Dave has decision-making authority in the vendor selection process, a conflict of interest exists because Dave would likely find it difficult to remain objective and unbiased. To ensure

that vendor negotiations remain impartial, Dave should disclose his relationship with the potential supplier to his supervisor and remove himself from the decision-making process.

What to know

Employees are expected to avoid situations that may interfere with their ability to act at all times in the best interest of DFA

Employees are prohibited from using or permitting others to use confidential

information except as required in the performance of their duties to the Cooperative

Employees are expected, upon termination, to return all of DFA's company property including trade secret and confidential material that is in their possession or control

Employees should disclose relationships with or personal obligations to any organization that seeks to do business with DFA or competes with DFA

32

Records Management PolicyDFA's Records Management Policy provides standards for maintaining and retaining records needed for business and legal purposes and appropriately destroying records that are no longer needed. The policy also establishes a central off-site storage procedure designed to reduce document storage costs and improve DFA's ability to respond to record requests in a timely manner.

Cindy and Rachel Damm, Damm Farm, Columbus, Wis.

33

What to know

Understand who your record coordinator is and how to identify the record codes and retention periods associated with the types of records that are generated during the course of performing individual job duties

Participate in "trash or stash" days to periodically review files and determine which records can be sent to off-site storage and which are eligible for destruction

Only send official, non-active records to off-site storage

Avoid keeping official records longer than the periods set forth in the retention schedule

Obtain authorization from the DFA Legal Department before destroying official records

Suspend destruction activities for all records that are subject to a legal hold notice issued by the DFA Legal Department

Contact your supervisor or the DFA Legal Department for guidance if you are unsure whether to keep or destroy a record

Immediately advise a supervisor and/or the DFA Legal Department if DFA is served with a subpoena for records, a request for production of documents, or a civil investigative demand

Question Nancy has file cabinets and boxes full of old records. Can she destroy these old records to

create space for new records that she uses on a regular basis?

Answer The destruction of official records must be approved in advance by the DFA Legal

Department. Whether records are eligible for destruction depends on the type, date, and retention period for the particular records and whether a pending legal hold would prevent

destruction. In most cases, after logging key information in the electronic management system, you can move the old records to off-site storage to create space for

new active records.

34

Retaliation PolicyTo ensure compliance with DFA's Code of Conduct, employees are expected to embrace DFA's commitment to integrity, promptly raise concerns about potential violations of DFA policy or the law, and cooperate in investigations related to integrity concerns.

DFA strictly prohibits retaliation against employees who report suspected misconduct and/or cooperate in an investigation related to reported misconduct. Retaliation of any kind constitutes a violation of our Code and will be addressed accordingly.

What to know

You have a duty to promptly report suspected misconduct and cooperate in internal investigations

DFA will investigate reports and take appropriate action whenever necessary

If you learn that the government is conducting an investigation or asking for information, you must immediately notify the DFA Legal Department

DFA will not tolerate retaliation against anyone who makes a good faith report of known or suspected misconduct or participates or cooperates with an investigation

If you feel that you have experienced retaliation, you should report it immediately

If DFA finds that retaliation has occurred, the offender will be subject to disciplinary action, up to and including termination

35

Our door is always openIf you suspect unethical behavior in your work environment, speak up.

Raise concerns early without the fear of retaliation because your voice can make a difference

Speak with a supervisor or a member of the DFA Human Resources, Internal Audit, or Legal Departments

If you wish to remain anonymous, DFA's Integrity Helpline, 1-866-776-6914, is answered 24/7 by a third party

Everyone. Every day. Every way.

IntegrityValue

Everyone. Every day. Every way.

Value

36

Everything we do affects our membersAt DFA, we believe in conducting business activities with integrity, and that being ethical is not only the right thing to do, it also makes good business sense.

We also strive in every way to recognize and acknowledge that we work for dedicated dairy farmers who count on us to act ethically in all matters without exception.

We take pride every day in knowing that our dedication and ethical commitment to our jobs benefits DFA's hardworking member-owners across the country.

With a clear focus on integrity — for everyone, every day, every way — we maintain the highest legal and ethical standards. This commitment is and will remain an unwavering pillar of DFA's business success.

Everyone. Every day. Every way.

IntegrityValue

Everyone. Every day. Every way.

Value

DFA Members (L to R) Ed and Perry Tjaarda, Tjaarda Dairy, Shafter, Calif.

i

www.dfamilk.com