##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


Form 10-Q

For Annual and Transition Reports Pursuant to
Sections 13 or 15(d)

of the Securities Exchange Act of
1934


|                                                      |  |                                                                                             
|----------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|(Mark One)                                            |  |                                                                                             
|[X]                                                   |  | Quarterly report pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934 
|For the Quarterly Period Ended
    September 30, 2003
|                                                     
|or                                                   
|                                                     
|[ ]                                                   |  | Transition report pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934
|Commission File Number 1-08262                       

Dean Holding Company

(Exact name of Registrant as specified in its
charter)


(DEAN FOODS LOGO)

|                                                                           |  |                                                   
|-------------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware(State or other jurisdiction of
    incorporation or organization) |  | 75-2932967(I.R.S. Employer
    Identification No.)

2515 McKinney Avenue,
Suite 1200

Dallas, Texas 75201


(214) 303-3400


(Address, including zip code, and telephone
number, including


area code, of Registrants principal
executive offices)


Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.    Yes [X]    No [ ]

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).    Yes [ ]    No [X]

The registrant meets the conditions specified in
General Instruction H(1)(a) and (b) of Form 10-Q
and, therefore, is filing this form with the reduced disclosure
format permitted by General Instruction H(2) to
Form 10-Q.











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TABLE OF CONTENTS



|                                           |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I -- Financial Information           
|                                           | Item 1. Financial Statements                                                                 
|                                           | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                           | Item 4. Controls and Procedures                                                              
|Part II -- Other Information              
|                                           | Item 1. Legal Proceedings                                                                    
|                                           | Item 6. Exhibits and Reports on Form 8-K                                                     
|EX-31.1 Certification of CEO - Section 302
|EX-31.2 Certification of CFO - Section 302
|EX-32.1 Certification of CEO - Section 906
|EX-32.2 Certification of CFO - Section 906



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Table of Contents

|                                   |                                                                                                        |      |  |    | 
|---------------------------------- | ------------------------------------------------------------------------------------------------------ | ---- |  | -- | 
|                                   |                                                                                                        | Page
|                                   |                                                                                                        |     
|Part I  Financial
    Information |                                                                                                        |      |  |   
|                                   | Item 1  Financial Statements                                                                          |      |  | 3  | 
|                                   | Item 2  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations |      |  | 15 | 
|                                   | Item 4  Controls and Procedures                                                                       |      |  | 18 | 
|Part II  Other
    Information    |                                                                                                        |      |  |   
|                                   | Item 1  Legal Proceedings                                                                             |      |  | 20 | 
|                                   | Item 6  Exhibits and Reports on
    Form 8-K                                                          |      |  | 20 | 

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##### Table of Contents






Part I  Financial
Information






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE
SHEETS


(Dollars in thousands)


|                                         |                                                       |                            |           |              |           |  |           |           |           | 
|---------------------------------------- | ----------------------------------------------------- | -------------------------- | --------- | ------------ | --------- |  | --------- | --------- | --------- | 
|                                         |                                                       | September 30,              |           | December 31,
|                                         |                                                       | 2003                       |           | 2002        
|                                         |                                                       |                            |           |             
|                                         |                                                       | (unaudited)                |           |             
|Assets                                   |                                                       |                            |           |              |           |  |           |          
|                                        
|Current assets:                          |                                                       |                            |           |              |           |  |           |          
|                                         | Cash and cash equivalents                             |                            | $         | 10,844       |           |  | $         | 27,831    |          
|                                         | Accounts receivable, net                              |                            |           | 253,081      |           |  |           | 247,432   |          
|                                         | Inventories                                           |                            |           | 258,087      |           |  |           | 218,124   |          
|                                         | Deferred income taxes                                 |                            |           | 75,789       |           |  |           | 93,018    |          
|                                         | Prepaid expenses and other current assets             |                            |           | 19,092       |           |  |           | 20,651    |          
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total current assets       |           |              | 616,893   |  |           |           | 607,056   | 
|Property, plant and equipment, net       |                                                       |                            | 627,697   |              |           |  | 615,573   |          
|Goodwill                                 |                                                       |                            | 1,426,272 |              |           |  | 1,425,398 |          
|Identifiable intangible and other assets |                                                       |                            | 220,505   |              |           |  | 227,796   |          
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total                      |           | $            | 2,891,367 |  |           | $         | 2,875,823 | 
|                                         |                                                       |                            |           |              |           |  |           |          
|                                        
|Liabilities and Stockholders
    Equity |                                                       |                            |           |              |           |  |           |          
|                                        
|Current liabilities:                     |                                                       |                            |           |              |           |  |           |          
|                                         | Accounts payable and accrued expenses                 |                            | $         | 393,610      |           |  | $         | 406,798   |          
|                                         | Income taxes payable                                  |                            |           | 35,577       |           |  |           | 58,987    |          
|                                         | Current portion of long-term debt                     |                            |           | 310          |           |  |           | 307       |          
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total current liabilities  |           |              | 429,497   |  |           |           | 466,092   | 
|Long-term debt                           |                                                       |                            | 725,554   |              |           |  | 727,873   |          
|Other long-term liabilities              |                                                       |                            | 120,091   |              |           |  | 147,503   |          
|Deferred income taxes                    |                                                       |                            | 216,193   |              |           |  | 166,302   |          
|Commitments and contingencies (Note 8)   |                                                       |                            |           |              |           |  |           |          
|Stockholders equity:                    |                                                       |                            |           |              |           |  |           |          
|                                         | Common stock, 1,000 shares issued and
    outstanding |                            |           |              |           |  |           |           |          
|                                         | Additional paid-in capital                            |                            |           | 1,356,816    |           |  |           | 1,356,816 |          
|                                         | Retained earnings                                     |                            |           | 271,249      |           |  |           | 149,643   |          
|                                         | Receivable from parent                                |                            |           | (227,362     | )         |  |           | (138,331  | )        
|                                         | Accumulated other comprehensive income                |                            |           | (671         | )         |  |           | (75       | )        
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total stockholders equity |           |              | 1,400,032 |  |           |           | 1,368,053 | 
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total                      |           | $            | 2,891,367 |  |           | $         | 2,875,823 | 
|                                         |                                                       |                            |           |              |           |  |           |          

See Notes to Condensed Consolidated Financial
Statements.

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DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF
INCOME


(In thousands)


|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |         |         | 
|----------------------------- | ------------------------------------- | ---------------------------------- | ------- | ----------------- | ------- | ---- | ------- | ------- | ------- | - | --------- | ------- | ------- | - | --------- | ------- | ------- | 
|                              |                                       |                                    |         |                  
|                              |                                       | Three Months Ended                 |         | Nine Months Ended
|                              |                                       | September 30                       |         | September 30     
|                              |                                       |                                    |         |                  
|                              |                                       | 2003                               |         | 2002              |         | 2003 |         | 2002   
|                              |                                       |                                    |         |                   |         |      |         |        
|                              |                                       |                                   
|                              |                                       | (unaudited)                       
|Net sales                     |                                       | $                                  | 979,867 |                   |         | $    | 959,970 |         |         | $ | 2,848,368 |         |         | $ | 2,910,822 |        
|Cost of sales                 |                                       |                                    | 738,050 |                   |         |      | 717,071 |         |         |   | 2,126,809 |         |         |   | 2,192,467 |        
|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Gross profit                  |                                       |                                    | 241,817 |                   |         |      | 242,899 |         |         |   | 721,559   |         |         |   | 718,355   |        
|Operating costs and expenses: |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              | Selling and distribution              |                                    |         | 128,683           |         |      |         | 127,952 |         |   |           | 386,675 |         |   |           | 394,043 |        
|                              | General and administrative            |                                    |         | 34,887            |         |      |         | 34,478  |         |   |           | 97,314  |         |   |           | 103,625 |        
|                              | Amortization expense                  |                                    |         | 628               |         |      |         | 1,555   |         |   |           | 2,411   |         |   |           | 4,573   |        
|                              | Plant closing and restructuring costs |                                    |         | 462               |         |      |         |         |         |   |           | 987     |         |   |           |         |        
|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              |                                       | Total operating costs and expenses |         |                   | 164,660 |      |         |         | 163,985 |   |           |         | 487,387 |   |           |         | 502,241 | 
|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Operating income              |                                       |                                    | 77,157  |                   |         |      | 78,914  |         |         |   | 234,172   |         |         |   | 216,114   |        
|Other (income) expense:       |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              | Interest expense, net                 |                                    |         | 13,934            |         |      |         | 13,915  |         |   |           | 41,240  |         |   |           | 42,232  |        
|                              | Other (income) expense, net           |                                    |         | (481              | )       |      |         | 195     |         |   |           | (1,178  | )       |   |           | (613    | )      
|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              |                                       | Total other (income) expense       |         |                   | 13,453  |      |         |         | 14,110  |   |           |         | 40,062  |   |           |         | 41,619  | 
|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Income before income taxes    |                                       |                                    | 63,704  |                   |         |      | 64,804  |         |         |   | 194,110   |         |         |   | 174,495   |        
|Income taxes                  |                                       |                                    | 22,668  |                   |         |      | 24,248  |         |         |   | 72,504    |         |         |   | 66,449    |        
|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Net income                    |                                       | $                                  | 41,036  |                   |         | $    | 40,556  |         |         | $ | 121,606   |         |         | $ | 108,046   |        
|                              |                                       |                                    |         |                   |         |      |         |         |         |   |           |         |         |   |           |        

See Notes to Condensed Consolidated Financial
Statements.

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DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(In thousands)


|                                                 |                                                                                       |                                                                       |                                                              |                                           |        |         |         |         |        |         |          |  
|------------------------------------------------ | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------- | ------ | ------- | ------- | ------- | ------ | ------- | -------- | -
|                                                 |                                                                                       |                                                                      
|                                                 |                                                                                       | Nine Months Ended                                                    
|                                                 |                                                                                       | September 30                                                         
|                                                 |                                                                                       |                                                                      
|                                                 |                                                                                       | 2003                                                                  |                                                              | 2002                                     
|                                                 |                                                                                       |                                                                       |                                                              |                                          
|                                                 |                                                                                       |                                                                      
|                                                 |                                                                                       | (unaudited)                                                          
|Cash Flows From Operating Activities             |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                                 | Net Income                                                                            |                                                                       | $                                                            | 121,606                                   |        |         | $       | 108,046 |       
|                                                 | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                       |                                                              |                                           |        |         |         |         |       
|                                                 |                                                                                       | Depreciation and amortization                                         |                                                              |                                           | 54,860 |         |         |         | 53,399 |        
|                                                 |                                                                                       | Gain on disposition of assets                                         |                                                              |                                           | (145   | )       |         |         |        |        
|                                                 |                                                                                       | Deferred income taxes                                                 |                                                              |                                           | 67,120 |         |         |         | 11,910 |        
|                                                 |                                                                                       | Other, net                                                            |                                                              |                                           | (618   | )       |         |         | 1,816  |        
|                                                 |                                                                                       | Changes in operating assets and liabilities, net
    of acquisitions: |                                                              |                                           |        |         |         |         |        |        
|                                                 |                                                                                       |                                                                       | Accounts receivable                                          |                                           |        | (6,053  | )       |         |        | 34,083  |         
|                                                 |                                                                                       |                                                                       | Inventories                                                  |                                           |        | (39,906 | )       |         |        | (13,648 | )       
|                                                 |                                                                                       |                                                                       | Prepaid expenses and other assets                            |                                           |        | 3,876   |         |         |        | 20,915  |         
|                                                 |                                                                                       |                                                                       | Accounts payable, accrued expenses and other
    liabilities |                                           |        | (35,847 | )       |         |        | (77,484 | )       
|                                                 |                                                                                       |                                                                       | Income taxes                                                 |                                           |        | (23,410 | )       |         |        | 47,666  |         
|                                                 |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                                 |                                                                                       |                                                                       |                                                              | Net cash provided by operating activities |        |         | 141,483 |         |        |         | 186,703  |  
|                                                
|Cash Flows From Investing Activities             |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                                 | Net additions to property, plant and equipment                                        |                                                                       |                                                              | (63,580                                   | )      |         |         | (40,122 | )     
|                                                 | Cash outflows for acquisitions                                                        |                                                                       |                                                              | (1,187                                    | )      |         |         | (17,156 | )     
|                                                 | Net proceeds from divestitures                                                        |                                                                       |                                                              |                                           |        |         |         | 2,561   |       
|                                                 | Proceeds from sale of fixed assets                                                    |                                                                       |                                                              | 2,444                                     |        |         |         | 1,397   |       
|                                                 |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                                 |                                                                                       |                                                                       |                                                              | Net cash used in investing activities     |        |         | (62,323 | )       |        |         | (53,320  | )
|                                                
|Cash Flows From Financing Activities             |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                                 | Repayment of debt                                                                     |                                                                       |                                                              | (5,071                                    | )      |         |         | (42,758 | )     
|                                                 | Net transfer to parent                                                                |                                                                       |                                                              | (91,076                                   | )      |         |         | (81,967 | )     
|                                                 |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                                 |                                                                                       |                                                                       |                                                              | Net cash used in financing activities     |        |         | (96,147 | )       |        |         | (124,725 | )
|                                                 |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|Increase (decrease) in cash and cash equivalents |                                                                                       |                                                                       | (16,987                                                      | )                                         |        |         | 8,658   |        
|Cash and cash equivalents, beginning of period   |                                                                                       |                                                                       | 27,831                                                       |                                           |        |         | 15,920  |        
|                                                 |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|Cash and cash equivalents, end of period         |                                                                                       | $                                                                     | 10,844                                                       |                                           |        | $       | 24,578  |        
|                                                 |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        

See Notes to Condensed Consolidated Financial
Statements.

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DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


September 30, 2003

(unaudited)


1.     General

Basis of
Presentation The unaudited
Condensed Consolidated Financial Statements contained in this
Quarterly Report have been prepared on the same basis as the
Consolidated Financial Statements in our Annual Report on
Form 10-K for the year ended December 31, 2002. In our
opinion, we have made all necessary adjustments (which include
only normal recurring adjustments) in order to present fairly,
in all material respects, our consolidated financial position,
results of operations and cash flows as of the dates and for the
periods presented. Certain reclassifications have been made to
conform our 2002 Consolidated Financial Statements to current
classifications. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted.
The Condensed Consolidated Financial Statements contained in
this Quarterly Report should be read in conjunction with our
2002 Consolidated Financial Statements contained in our Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission on March 27, 2003.

This Quarterly Report, including these Notes, has
been written in accordance with the Securities and Exchange
Commissions Plain English guidelines. Unless
otherwise indicated, references in this report to
we, us or our refer to Dean
Holding Company and its subsidiaries, taken as a whole.

We are a wholly-owned subsidiary of Dean Foods
Company. Dean Foods Company provides us with management support
in return for a management fee. The management fee is based on
budgeted annual expenses for Dean Foods Companys corporate
headquarters, which is then allocated among the segments of Dean
Foods Company. Dean Foods Company began charging us management
fees in the second quarter of 2002. Dean Foods Company charged
us management fees of $9.3 million and $8.0 million
for the three months ended September 30, 2003 and 2002 and
$27.8 million and $16.4 million for the first nine
months of 2003 and 2002. Our cash is available for use by, and
is regularly transferred to, Dean Foods Company at its
discretion. Cash that has been transferred to Dean Foods Company
is included in Receivable from Parent on our balance
sheet.

Recently Adopted Accounting
Pronouncements In June
2001, Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards
(SFAS) No. 143, Accounting for Asset
Retirement Obligations. This statement requires that the
fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount
of the long-lived asset. SFAS No. 143 became effective for
us January 1, 2003. The adoption of this pronouncement did
not have a material impact on our Consolidated Financial
Statements.

SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections, was issued in April
2002 and is applicable to fiscal years beginning after
May 15, 2002. One of the provisions of this technical
statement is the rescission of SFAS No. 4,
Reporting Gains and Losses from Extinguishment of
Debt, whereby any gain or loss on the early extinguishment
of debt that was classified as an extraordinary item in prior
periods in accordance with SFAS No. 4, which does not
meet the criteria of an extraordinary item as defined by APB
Opinion 30, must be reclassified. Adoption of this standard
requires us to reclassify extraordinary losses previously
reported from the early extinguishment of debt as a component of
other expense.

In June 2002, FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force
(EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in
Restructuring). The statement requires that a liability
for a cost associated

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with an exit or disposal activity be recognized
when the liability is incurred and is effective for exit or
disposal activities that are initiated after December 31,
2002. Our adoption of this standard changes the timing of the
recognition of certain charges associated with exit and disposal
activities.


In November 2002, FASB issued FASB Interpretation
(FIN) No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN No. 45
clarifies the requirements of SFAS No. 5
Accounting for Contingencies, relating to the
accounting for and disclosures of certain guarantees issued and
indemnification obligations incurred. FIN No. 45 requires
disclosure of certain guarantees and indemnification
obligations. It also requires liability recognition for the fair
value of certain guarantees and indemnification obligations made
or incurred after December 31, 2002. We adopted the
requirements of FIN No. 45 effective January 1, 2003.
See Note 8 for disclosures required by FIN No. 45. The
adoption of this pronouncement did not have a material effect on
our Consolidated Financial Statements.

In May of 2003, FASB issued
SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and
Equity. This statement, which became effective for us on
July 1, 2003, requires that certain financial instruments
which had previously been classified as equity be classified
with liabilities. We have no outstanding securities that meet
the criteria of SFAS No. 150. Therefore,
SFAS No. 150 had no impact on our Consolidated
Financial Statements.

Recently Issued Accounting
Pronouncements In April of
2003, FASB issued SFAS No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities. This statement amends and clarifies financial
accounting and reporting for derivative instruments, including
derivative instruments embedded in other contracts and hedging
activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This
statement requires that contracts with comparable
characteristics be accounted for similarly and is effective for
contracts entered into or modified after June 30, 2003. We
have no derivatives, therefore SFAS No. 149 had no
impact on our Consolidated Financial Statements.

In January 2003, FASB issued FIN No. 46,
Consolidation of Variable Interest Entities. FIN
No. 46 clarifies the application of Accounting Research
Bulletin No. 51, Consolidated Financial
Statements, to certain entities in which equity investors
do not have the characteristics of a controlling financial
interest or in which equity investors do not bear the residual
economic risks. The FIN, which will become effective for us on
December 31, 2003, applies to variable interest entities
(VIEs) created after January 31, 2003 and to
VIEs in which an enterprise obtains an interest after that date.
We currently utilize a special purpose limited liability entity
to facilitate our receivable-backed loan. Since its formation,
this entity has been consolidated in our financial statements
for financial reporting purposes. Therefore, FIN No. 46
will have no impact on our Consolidated Financial Statements.

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2.     Inventories

|                           |       |                  |         |                 |  |   |         |         | 
|-------------------------- | ----- | ---------------- | ------- | --------------- |  | - | ------- | ------- | 
|                           |       | At September 30, |         | At December 31,
|                           |       | 2003             |         | 2002           
|                           |       |                  |         |                
|                           |       |                 
|                           |       | (In thousands)  
|Raw materials and supplies |       | $                | 81,426  |                 |  | $ | 68,570  |        
|Finished goods             |       |                  | 176,661 |                 |  |   | 149,554 |        
|                           |       |                  |         |                 |  |   |         |        
|                           | Total |                  | $       | 258,087         |  |   | $       | 218,124 | 
|                           |       |                  |         |                 |  |   |         |        

Approximately $119.6 million and
$97.3 million of our inventory was accounted for under the
last-in, first-out (LIFO) method of accounting at
September 30, 2003 and December 31, 2002,
respectively. There was no material excess of current cost over
the stated value of LIFO inventories at either date.

3.       Intangible
Assets

Changes in the carrying amount of goodwill for
the nine months ended September 30, 2003 are as follows:

|                                  |  |             |           |                |  |       |         |  |  |   |           |  
|--------------------------------- |  | ----------- | --------- | -------------- |  | ----- | ------- |  |  | - | --------- | -
|                                  |  |             |           | Specialty      |  |      
|                                  |  | Dairy Group |           | Foods          |  | Total
|                                  |  |             |           |                |  |      
|                                  |  |             |           | (In thousands) |  |      
|Balance at December 31, 2002      |  | $           | 1,121,108 |                |  | $     | 304,290 |  |  | $ | 1,425,398 |  
|Acquisitions                      |  |             | 1,061     |                |  |       |         |  |  |   | 1,061     |  
|Purchasing accounting adjustments |  |             | (187      | )              |  |       |         |  |  |   | (187      | )
|                                  |  |             |           |                |  |       |         |  |  |   |           |  
|Balance at September 30, 2003     |  | $           | 1,121,982 |                |  | $     | 304,290 |  |  | $ | 1,426,272 |  
|                                  |  |             |           |                |  |       |         |  |  |   |           |  

The gross carrying amount and accumulated
amortization of our intangible assets other than goodwill as of
September 30, 2003 and December 31, 2002 are as
follows:

|                                         |                  |                       |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |         | 
|---------------------------------------- | ---------------- | --------------------- | ------- | -------------------- |  | -------- | ------ | -------- | - | ------------ | ------- | -------- |  | - | ------- | ------- |  | - | ------ | ------ | - | - | ------- | ------- | 
|                                         |                  |                       |         |                     
|                                         |                  | At September 30, 2003 |         | At December 31, 2002
|                                         |                  |                       |         |                     
|                                         |                  | Gross                 |         |                      |  | Net      |        | Gross    |   |              |         | Net     
|                                         |                  | Carrying              |         | Accumulated          |  | Carrying |        | Carrying |   | Accumulated  |         | Carrying
|                                         |                  | Amount                |         | Amortization         |  | Amount   |        | Amount   |   | Amortization |         | Amount  
|                                         |                  |                       |         |                      |  |          |        |          |   |              |         |         
|                                         |                  |                      
|                                         |                  | (In thousands)       
|Intangible assets with indefinite lives: |                  |                       |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|                                         | Trademarks       |                       | $       | 187,710              |  |          | $      | 0        |   |              | $       | 187,710  |  |   | $       | 188,010 |  |   | $      | 0      |   |   | $       | 188,010 | 
|Intangible assets with finite lives:     |                  |                       |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|                                         | Customer-related |                       |         | 28,455               |  |          |        | (5,721   | ) |              |         | 22,734   |  |   |         | 31,173  |  |   |        | (5,532 | ) |   |         | 25,641  | 
|                                         |                  |                       |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|Total                                    |                  | $                     | 216,165 |                      |  | $        | (5,721 | )        |   | $            | 210,444 |          |  | $ | 219,183 |         |  | $ | (5,532 | )      |   | $ | 213,651 |        
|                                         |                  |                       |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        

Amortization expense on intangible assets for the
three months ended September 30, 2003 and 2002 was
$0.8 million and $2.1 million, and $2.9 million
and $4.0 million for the nine months ended
September 30, 2003 and 2002, respectively. Estimated
aggregate intangible asset amortization expense for the next
five years is as follows:

|     |  |   |              | 
|---- |  | - | ------------ | 
|2004 |  | $ | 3.2  million | 
|2005 |  |   | 3.2 million  | 
|2006 |  |   | 3.2 million  | 
|2007 |  |   | 3.0 million  | 
|2008 |  |   | 3.0 million  | 

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4.     Long-Term
Debt

|                                           |                      |                        |         |                      |         |             |           |          |  |   |         |      |         |  |           |   |  | 
|------------------------------------------ | -------------------- | ---------------------- | ------- | -------------------- | ------- | ----------- | --------- | -------- |  | - | ------- | ---- | ------- |  | --------- | - |  | 
|                                           |                      |                        |         |                     
|                                           |                      | At September 30, 2003  |         | At December 31, 2002
|                                           |                      |                        |         |                     
|                                           |                      | Amount                 |         | Interest             |         | Amount      |           | Interest
|                                           |                      | Outstanding            |         | Rate                 |         | Outstanding |           | Rate    
|                                           |                      |                        |         |                      |         |             |           |         
|                                           |                      |                       
|                                           |                      | (Dollars in thousands)
|$250 million senior notes maturing in 2007 |                      | $                      | 250,425 |                      |         |             | 8.150     | %        |  | $ | 250,493 |      |         |  | 8.150     | %
|$200 million senior notes maturing in 2009 |                      |                        | 185,615 |                      |         |             | 6.625     |          |  |   | 184,306 |      |         |  | 6.625     |  
|$150 million senior notes maturing in 2017 |                      |                        | 125,968 |                      |         |             | 6.900     |          |  |   | 125,346 |      |         |  | 6.900     |  
|$100 million senior notes maturing in 2005 |                      |                        | 97,698  |                      |         |             | 6.750     |          |  |   | 96,806  |      |         |  | 6.750     |  
|Receivables-backed loan                    |                      |                        | 48,423  |                      |         |             | 2.300     |          |  |   | 53,197  |      |         |  | 2.280     |  
|Industrial development revenue bonds       |                      |                        | 17,700  |                      |         |             | 1.15-1.30 |          |  |   | 18,000  |      |         |  | 1.65-1.90 |  
|Capitalized lease obligations and other    |                      |                        | 35      |                      |         |             |           |          |  |   | 32      |      |         |  |           |  
|                                           |                      |                        |         |                      |         |             |           |          |  |   |         |      |         |  |           |  
|                                           |                      |                        | 725,864 |                      |         |             |           |          |  |   | 728,180 |      |         |  |           |  
|                                           | Less current portion |                        |         | (310                 | )       |             |           |          |  |   |         | (307 | )       |  |           |   | 
|                                           |                      |                        |         |                      |         |             |           |          |  |   |         |      |         |  |           |  
|                                           |                      | Total                  |         | $                    | 725,554 |             |           |          |  |   |         | $    | 727,873 |  |           |   |  | 
|                                           |                      |                        |         |                      |         |             |           |          |  |   |         |      |         |  |           |  

Senior
Notes We had
$700 million (face value) of senior notes outstanding at
September 30, 2003. The related indentures do not contain
financial covenants but they do contain certain restrictions
including a prohibition against us and our subsidiaries granting
liens on our material real estate interests and a prohibition
against granting liens on the stock of our subsidiaries. The
indentures also place certain restrictions on our ability to
divest assets not in the ordinary course of business. At the
date of our acquisition by Dean Foods Company, our long-term
debt was re-valued to its current market value. The adjustment
to fair value is reflected as a discount on senior notes in our
consolidated financial statements.

Receivables-Backed
Loan Dean Foods Company
has entered into a $400 million receivables securitization
facility pursuant to which certain of our subsidiaries sell
their accounts receivable to a wholly-owned special purpose
entity intended to be bankruptcy-remote. The special purpose
entity then transfers the receivables to a third party
asset-backed commercial paper conduit sponsored by major
financial institutions. The assets and liabilities of this
entity are fully reflected on our balance sheet, and the
securitization is treated as a borrowing for accounting
purposes. The receivables-backed loan bears interest at a
variable rate based on the commercial paper yield, as defined in
the agreement.

Industrial Development Revenue
Bonds We have certain
industrial development revenue bonds outstanding, some of which
require nominal annual sinking fund redemptions. Typically,
these bonds are secured by irrevocable letters of credit issued
by financial institutions, along with first mortgages on the
related real property and equipment. Interest on these bonds is
due semiannually at interest rates that vary based on market
conditions.

Capitalized Lease and Other
Obligations Capitalized
lease and other obligations include various promissory notes for
the purchase of property, plant and equipment and capital lease
obligations. The various promissory notes payable provide for
interest at varying rates and are payable in monthly
installments of principal and interest until maturity, when the
remaining principal balances are due. Capital lease obligations
represent machinery and equipment financing obligations which
are payable in monthly installments of principal and interest
and are collateralized by the related assets financed.

Letters of
Credit At
September 30, 2003, $41.6 million of letters of credit
were outstanding. The majority of letters of credit were
required by various utilities and government entities for
performance and insurance guarantees.

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5.     Comprehensive
Income

Comprehensive income consists of net income plus
all other changes in equity from non-owner sources. Consolidated
comprehensive income was $40.8 million and
$121.0 million for the three months and nine months ending
September 30, 2003.

|                                                               |  |                |      |           |  |        |     |   |  |   |      |  
|-------------------------------------------------------------- |  | -------------- | ---- | --------- |  | ------ | --- | - |  | - | ---- | -
|                                                               |  |                |      | Tax       |  |       
|                                                               |  | Pre-Tax        |      | Benefit   |  | Net   
|                                                               |  | (Loss)         |      | (Expense) |  | Amount
|                                                               |  |                |      |           |  |       
|                                                               |  |               
|                                                               |  | (In thousands)
|Accumulated other comprehensive income,
    December 31, 2002  |  | $              | (115 | )         |  | $      | 40  |   |  | $ | (75  | )
|Cumulative translation adjustment arising during
    period    |  |                | (556 | )         |  |        | (40 | ) |  |   | (596 | )
|                                                               |  |                |      |           |  |        |     |   |  |   |      |  
|Accumulated other comprehensive income,
    September 30, 2003 |  | $              | (671 | )         |  | $      | 0   |   |  | $ | (671 | )
|                                                               |  |                |      |           |  |        |     |   |  |   |      |  

6.     Plant Closing
Costs

Plant Closing
Costs As part of an
overall rationalization and cost reduction program, during the
first nine months of 2003, we recorded charges of
$1.0 million related to the following:



| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | Organizational realignment of the Midwest region
    of our Dairy Group;          
|
| |  | Closing of a Dairy Group ice cream operation and
    maintenance facility in Ohio.

These charges were accounted for in accordance
with SFAS No. 146 Accounting for Costs
Associated with Exit or Disposal Activities, which became
effective for us in January 2003. Under SFAS No. 146,
the timing of certain costs associated with restructurings are
accrued differently than in the past. We expect to incur
additional charges of approximately $0.4 million primarily
for workforce reduction costs. Cash outlays for these additional
charges are expected to be completed by June of 2004.

The principal component of our overall
rationalization and cost reduction program was workforce
reductions as a result of a consolidation of administrative
functions.

|              |                           |                    |   |                  |  |      |   |      |   |  |   |     | 
|------------- | ------------------------- | ------------------ | - | ---------------- |  | ---- | - | ---- | - |  | - | --- | 
|              |                           |                    |   |                 
|              |                           | Nine Months Ended  |   |                 
|              |                           | September 30, 2003 |   |                 
|              |                           |                    |   | At September 30,
|              |                           | Charges            |   | Payments         |  | 2003
|              |                           |                    |   |                  |  |     
|              |                           |                   
|              |                           | (In thousands)    
|Cash charges: |                           |                    |   |                  |  |      |   |      |   |  |   |    
|              | Workforce reduction costs |                    | $ | 985              |  |      | $ | (279 | ) |  | $ | 706 | 
|              | Shutdown costs            |                    |   | 2                |  |      |   | (2   | ) |  |   | 0   | 
|              |                           |                    |   |                  |  |      |   |      |   |  |   |    
|              | Total                     |                    | $ | 987              |  |      | $ | (281 | ) |  | $ | 706 | 
|              |                           |                    |   |                  |  |      |   |      |   |  |   |    

There have not been significant adjustments to
the plans.

Transaction-related closing costs As part of our acquisition by Dean
Foods Company, we accrued costs in 2002 pursuant to plans to
exit certain activities and operations of businesses in order to
rationalize production and reduce costs and inefficiencies. In
connection with our acquisition by Dean Foods Company, plants in
Atkins, Arkansas and Cairo, Georgia in the Specialty Foods
segment and a plant in Escondido, California in the Dairy Group
were closed. We also eliminated our administrative offices,
closed Dairy Group distribution depots in Parker Ford,
Pennsylvania and Camp Hill, Pennsylvania, shut down two pickle
tank yards and relocated production between plants as part of
our overall integration and efficiency efforts.

The principal components of the plans include the
following:



| |   |                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------
| |  | Workforce reductions as a result of plant
    closings, plant rationalizations and consolidation of
    administrative functions and offices;

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| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Shutdown costs, including those costs that are
    necessary to clean and prepare the plant facilities for
    closure; and                       
|
| |  | Costs incurred after shutdown such as lease
    obligations or termination costs, utilities and property taxes
    after shutdown of the facility.

Activity with respect to these liabilities for
the first nine months of 2003 is summarized below:

|                          |  |                |        |                    |  |               |     |      |  |   |        |   |  |   |       | 
|------------------------- |  | -------------- | ------ | ------------------ |  | ------------- | --- | ---- |  | - | ------ | - |  | - | ----- | 
|                          |  |                |        |                    |  |              
|                          |  |                |        | Nine Months Ended  |  |              
|                          |  | At             |        | September 30, 2003 |  | At           
|                          |  | December 31,   |        |                    |  | September 30,
|                          |  | 2002           |        | Adjustments        |  | Payments      |     | 2003
|                          |  |                |        |                    |  |               |     |     
|                          |  |               
|                          |  | (In thousands)
|Workforce reduction costs |  | $              | 7,726  |                    |  |               |     |      |  | $ | (5,386 | ) |  | $ | 2,340 | 
|Shutdown costs            |  |                | 8,208  |                    |  | $             | 891 |      |  |   | (3,334 | ) |  |   | 5,765 | 
|                          |  |                |        |                    |  |               |     |      |  |   |        |   |  |   |       | 
|Total                     |  | $              | 15,934 |                    |  | $             | 891 |      |  | $ | (8,720 | ) |  | $ | 8,105 | 
|                          |  |                |        |                    |  |               |     |      |  |   |        |   |  |   |       | 

These liabilities were established on
December 31, 2001 in connection with our acquisition by
Dean Foods Company. No other significant charges were accrued
for transaction-related closings.

7.     Shipping and
Handling Fees

Our shipping and handling costs are included in
both cost of sales and selling and distribution expense
depending on the nature of such costs. Shipping and handling
costs included in cost of sales reflect the cost of shipping
products to customers through third party carriers, inventory
warehouse costs and product loading and handling costs. Shipping
and handling costs included in selling and distribution expense
consist primarily of route delivery costs for both company-owned
delivery routes and independent distributor routes, to the
extent that such independent distributors are paid a delivery
fee. Shipping and handling costs that were recorded as a
component of selling and distribution expense were approximately
$96.9 million and $286.2 million during the third
quarter and first nine months of 2003 and $92.4 million and
$281.2 million in the third quarter and first nine months
of 2002, respectively.

8.     Commitments
and Contingencies

Leases
We lease certain property, plant and equipment used in our
operations under operating lease agreements. Such leases, which
are primarily for machinery, equipment and vehicles, have lease
terms ranging from 1 to 20 years. Certain of the operating
lease agreements require the payment of additional rentals for
maintenance, along with additional rentals based on miles driven
or units produced. Certain leases require us to guarantee a
minimum value of the leased asset at the end of the lease. Our
maximum exposure under those guarantees is not a material amount.

Guaranty of Dean Foods Companys
Obligations Under Its Senior Credit
Facility Certain of Dean
Foods Companys subsidiaries, including us, are required to
guarantee Dean Foods Companys indebtedness under its
senior credit facility. We have pledged substantially all of our
assets (other than our real property and our ownership interests
in our subsidiaries) as security for our guaranty. The senior
credit facility provides for a $1 billion revolving line of
credit, a Tranche A $1 billion term loan and a
Tranche B $750 million term loan. At
September 30, 2003 there were outstanding term loan
borrowings of $1.71 billion under this facility, and
$43 million outstanding under the revolving line of credit.
Letters of credit in the aggregate amount of $123 million
were issued under the revolving line of credit but undrawn. At
September 30, 2003 approximately $834 million was
available for future borrowings under Dean Foods Companys
revolving credit facility.

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Amounts outstanding under Dean Foods
Companys revolving line of credit and Dean Foods
Companys Tranche A term loan bear interest at a rate
per annum equal to one of the following rates, at Dean Foods
Companys option:



| |   |                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a base rate equal to the higher of the Federal
    Funds rate plus 50 basis points or the prime rate, plus a
    margin that varies from 0 to 75 basis points, depending on
    Dean Foods Companys leverage ratio (which is computed as
    the ratio of indebtedness to EBITDA, as such terms are defined
    in the credit agreement) or
|
| |  | The London Interbank Offering Rate
    (LIBOR) divided by the product of one minus the
    Eurodollar Reserve Percentage, plus a margin that varies from
    125 to 200 basis points, depending on Dean Foods
    Companys leverage ratio (as defined in the credit
    agreement).                                                      

Borrowings under the Tranche B term loan
bear interest at a rate per annum equal to one of the following
rates, at Dean Foods Companys option:



| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | a base rate equal to the higher of the Federal
    Funds rate plus 50 basis points or the prime rate, plus a
    margin of 75 basis points, or
|
| |  | LIBOR divided by the product of one minus the
    Eurodollar Reserve Percentage, plus a margin of 200 basis
    points.                       

As of September 30, 2003, Dean Foods Company
had interest rate swap agreements in place that hedged
$1.43 billion of their borrowings under this facility at an
average rate of 4.27%, plus the applicable interest rate margin.

Principal payments are required on the
Tranche A term loan as follows:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | $37.5 million quarterly beginning on
    September 30, 2003 through December 31, 2004;
|
| |  | $43.75 million quarterly on March 31,
    2005 through December 31, 2005;             
|
| |  | $50.0 million quarterly on March 31,
    2006 through December 31, 2006;              
|
| |  | $62.5 million quarterly on March 31,
    2007 and June 30, 2007; and                  
|
| |  | A final payment of $275.0 million on
    July 15, 2007.                               

Principal payments are required on the
Tranche B term loan as follows:



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | $1.875 million quarterly beginning on
    September 30, 2003 through December 31, 2007;
|
| |  | $358.1 million on each of March 31,
    2008 and July 15, 2008.                        

No principal payments are due on the
$1 billion line of credit until maturity on July 15,
2007.

The credit agreement also requires mandatory
principal prepayments upon the occurrence of certain asset
dispositions not in the ordinary course of business.

The senior credit facility contains various
financial and other restrictive covenants and requires that Dean
Foods Company maintain certain financial ratios, including a
leverage ratio (computed as the ratio of the aggregate
outstanding principal amount of defined indebtedness to defined
EBITDA) and an interest coverage ratio (computed as the ratio of
defined EBITDA to interest expense). In addition, this facility
requires that Dean Foods Company maintain a minimum level of net
worth (as defined by the credit agreement).

Dean Foods Companys leverage ratio must be
less than or equal to 3.75 to 1. As of
September 30, 2003, Dean Foods Companys leverage
ratio was 3.17 to 1. Dean Foods Companys
interest coverage ratio must be greater than or equal to
3 to 1. As of September 30, 2003 Dean Foods
Companys interest coverage ratio was 4.92 to 1.

Dean Foods Companys consolidated net worth
must be greater than or equal to $1.75 billion, as
increased each quarter (beginning with the quarter ended
September 30, 2003) by an amount equal to

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50% of its consolidated net income for the
quarter, plus 50% of the amount by which stockholders
equity is increased by certain equity issuances. As of
September 30, 2003, the minimum net worth requirement was
$1.81 billion, and Dean Foods Companys actual net
worth (as defined in the credit agreement) was
$2.38 billion.


The credit facility is secured by liens on
substantially all of Dean Foods Companys domestic assets
(including ours and those of our subsidiaries, but excluding the
capital stock of our subsidiaries and the real property owned by
us and our subsidiaries).

The agreement contains standard default triggers
including without limitation: failure to maintain compliance
with the financial and other covenants contained in the
agreement, default on certain of Dean Foods Companys other
debt, a change in control and certain other material adverse
changes in their business. The agreement does not contain any
default triggers based on Dean Foods Companys debt rating.

Litigation, Investigations and
Audits We and our
subsidiaries are parties from time to time to certain other
claims, litigation, audits and investigations. In our opinion,
the settlement of any such currently pending or threatened
matter is not expected to have a material adverse impact on our
financial position, results of operations or cash flows.

9.     Business and
Geographic Information and Major Customers

Segment
Data We currently have two
reportable segments: Dairy Group and Specialty Foods. Our Dairy
Group segment manufactures and distributes branded and private
label milk, ice cream and ice cream novelties, half-and-half and
whipping cream, cultured dairy products, fruit juices, other
flavored drinks, bottled water, coffee creamers, dips and
condensed milk. Specialty Foods processes and sells pickles,
relishes and peppers; powdered products such as non-dairy coffee
creamers; aseptic sauces and puddings and nutritional beverages.

The accounting policies of the segments are the
same as those described in the summary of significant accounting
policies set forth in Note 1 to our 2002 Consolidated
Financial Statements contained in our 2002 Annual Report on
Form 10-K. We evaluate performance based on operating
profit not including non-recurring gains and losses, plant
closing costs or foreign exchange gains and losses.

The amounts in the following tables are obtained
from reports used by our executive management team and do not
include any allocated income taxes or management fees. There are
no significant non-cash items reported in segment profit or loss
other than depreciation and amortization.

|                                 |                 |                    |   |                   |   |      |   |         |   |  |   |           |   |  |   |           |  
|-------------------------------- | --------------- | ------------------ | - | ----------------- | - | ---- | - | ------- | - |  | - | --------- | - |  | - | --------- | -
|                                 |                 |                    |   |                  
|                                 |                 | Three Months Ended |   | Nine Months Ended
|                                 |                 | September 30       |   | September 30     
|                                 |                 |                    |   |                  
|                                 |                 | 2003               |   | 2002              |   | 2003 |   | 2002   
|                                 |                 |                    |   |                   |   |      |   |        
|                                 |                 |                   
|                                 |                 | (In thousands)    
|Net sales to external customers: |                 |                    |   |                   |   |      |   |         |   |  |   |           |   |  |   |          
|                                 | Dairy Group     |                    | $ | 814,119           |   |      | $ | 795,867 |   |  | $ | 2,344,006 |   |  | $ | 2,408,141 |  
|                                 | Specialty Foods |                    |   | 165,748           |   |      |   | 164,103 |   |  |   | 504,362   |   |  |   | 502,681   |  
|                                 |                 |                    |   |                   |   |      |   |         |   |  |   |           |   |  |   |          
|                                 | Total           |                    | $ | 979,867           |   |      | $ | 959,970 |   |  | $ | 2,848,368 |   |  | $ | 2,910,822 |  
|                                 |                 |                    |   |                   |   |      |   |         |   |  |   |           |   |  |   |          
|Operating income:                |                 |                    |   |                   |   |      |   |         |   |  |   |           |   |  |   |          
|                                 | Dairy Group(1)  |                    | $ | 61,838            |   |      | $ | 65,591  |   |  | $ | 191,776   |   |  | $ | 189,561   |  
|                                 | Specialty Foods |                    |   | 26,827            |   |      |   | 28,321  |   |  |   | 77,672    |   |  |   | 74,475    |  
|                                 | Corporate/Other |                    |   | (11,508           | ) |      |   | (14,998 | ) |  |   | (35,276   | ) |  |   | (47,922   | )
|                                 |                 |                    |   |                   |   |      |   |         |   |  |   |           |   |  |   |          
|                                 | Total           |                    | $ | 77,157            |   |      | $ | 78,914  |   |  | $ | 234,172   |   |  | $ | 216,114   |  
|                                 |                 |                    |   |                   |   |      |   |         |   |  |   |           |   |  |   |          

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|        |                 |                 |   |           |  |  |   |           | 
|------- | --------------- | --------------- | - | --------- |  |  | - | --------- | 
|        |                 |                
|        |                 | At September 30
|        |                 |                
|        |                 | 2003            |   | 2002     
|        |                 |                 |   |          
|        |                 |                
|        |                 | (In thousands) 
|Assets: |                 |                 |   |           |  |  |   |          
|        | Dairy Group     |                 | $ | 2,167,993 |  |  | $ | 2,156,573 | 
|        | Specialty Foods |                 |   | 643,620   |  |  |   | 645,946   | 
|        | Corporate/Other |                 |   | 79,754    |  |  |   | 192,456   | 
|        |                 |                 |   |           |  |  |   |          
|        | Total           |                 | $ | 2,891,367 |  |  | $ | 2,994,975 | 
|        |                 |                 |   |           |  |  |   |          



---



|    |                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Operating income includes plant closing and
    restructuring costs of $0.5 million in the third quarter
    and $1.0 million in the first nine months of 2003.

Substantially all of our business is within the
United States.

Significant
Customers Our Dairy Group
had one customer that represented greater than 10% of its sales
in the first nine months of 2003. Approximately 11% of our
consolidated sales in the first nine months of 2003 were to that
same customer.

-14-



---



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|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of
    Financial Condition and Results of Operations

We are a wholly-owned subsidiary of Dean Foods
Company. Dean Foods Company is the leading processor and
distributor of milk and other dairy products in the United
States, and a leading manufacturer of specialty foods. Our
operations consist of two segments: Dairy Group and Specialty
Foods. Our Dairy Group is part of the Dairy Group segment of
Dean Foods Company and our Specialty Foods segment comprises the
entirety of Dean Foods Companys Specialty Foods segment.

As permitted by General Instruction H to
Form 10-Q, in lieu of providing the information required by
Item 2, we are providing only the information required by
General Instruction H(2)(a).

Results of Operations

The following table presents certain information
concerning our results of operations, including information
presented as a percentage of net sales.

|                              |                                       |                                    |         |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |      |      | 
|----------------------------- | ------------------------------------- | ---------------------------------- | ------- | ------------------------------ | ------- | ------- | ----- | ------- | ---- | ------- | ------- | ------- | ------- | ------- | ----- | ------- | ---- | - | --------- | ------- | ------- |  | ----- | ---- | ---- | - | --------- | ------- | ------- |  | ----- | ---- | ---- | 
|                              |                                       |                                    |         |                               
|                              |                                       | Three Months Ended September 30    |         | Nine Months Ended September 30
|                              |                                       |                                    |         |                               
|                              |                                       |                                    |         |                                |         |         |       |        
|                              |                                       | 2003                               |         | 2002                           |         | 2003    |       | 2002   
|                              |                                       |                                    |         |                                |         |         |       |        
|                              |                                       | Dollars                            |         | Percent                        |         | Dollars |       | Percent |      | Dollars |         | Percent |         | Dollars |       | Percent
|                              |                                       |                                    |         |                                |         |         |       |         |      |         |         |         |         |         |       |        
|                              |                                       |                                    |         |                               
|                              |                                       | (Dollars in thousands)             |         | (Dollars in thousands)        
|Net sales                     |                                       | $                                  | 979,867 |                                |         |         | 100.0 | %       |      | $       | 959,970 |         |         |         | 100.0 | %       |      | $ | 2,848,368 |         |         |  | 100.0 | %    |      | $ | 2,910,822 |         |         |  | 100.0 | %   
|Cost of sales                 |                                       |                                    | 738,050 |                                |         |         | 75.3  |         |      |         | 717,071 |         |         |         | 74.7  |         |      |   | 2,126,809 |         |         |  | 74.7  |      |      |   | 2,192,467 |         |         |  | 75.3  |     
|                              |                                       |                                    |         |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|Gross profit                  |                                       |                                    | 241,817 |                                |         |         | 24.7  |         |      |         | 242,899 |         |         |         | 25.3  |         |      |   | 721,559   |         |         |  | 25.3  |      |      |   | 718,355   |         |         |  | 24.7  |     
|Operating costs and expenses: |                                       |                                    |         |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|                              | Selling and distribution              |                                    |         | 128,683                        |         |         |       | 13.1    |      |         |         | 127,952 |         |         |       | 13.3    |      |   |           | 386,675 |         |  |       | 13.6 |      |   |           | 394,043 |         |  |       | 13.5 |     
|                              | General and administrative            |                                    |         | 34,887                         |         |         |       | 3.6     |      |         |         | 34,478  |         |         |       | 3.6     |      |   |           | 97,314  |         |  |       | 3.4  |      |   |           | 103,625 |         |  |       | 3.6  |     
|                              | Amortization expense                  |                                    |         | 628                            |         |         |       | 0.1     |      |         |         | 1,555   |         |         |       | 0.2     |      |   |           | 2,411   |         |  |       | 0.1  |      |   |           | 4,573   |         |  |       | 0.2  |     
|                              | Plant closing and restructuring costs |                                    |         | 462                            |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           | 987     |         |  |       |      |      |   |           |         |         |  |       |      |     
|                              |                                       |                                    |         |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|                              |                                       | Total operating costs and expenses |         |                                | 164,660 |         |       |         | 16.8 |         |         |         | 163,985 |         |       |         | 17.1 |   |           |         | 487,387 |  |       |      | 17.1 |   |           |         | 502,241 |  |       |      | 17.3 | 
|                              |                                       |                                    |         |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|Total operating income        |                                       | $                                  | 77,157  |                                |         |         | 7.9   | %       |      | $       | 78,914  |         |         |         | 8.2   | %       |      | $ | 234,172   |         |         |  | 8.2   | %    |      | $ | 216,114   |         |         |  | 7.4   | %   
|                              |                                       |                                    |         |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     

Quarter Ended September 30, 2003
Compared to Quarter Ended September 30, 2002

Net
Sales Consolidated net
sales increased 2.1% to $979.9 million during the third
quarter of 2003 from $960.0 million in the third quarter of
2002.

Net sales for the Dairy Group increased 2.3%, or
$18.2 million, in the third quarter of 2003 compared to the
third quarter of 2002. This increase is primarily due to the
effects of increased raw milk costs compared to the third
quarter of the prior year and the shifting of sales to certain
of our locations from certain Legacy Suiza Foods locations as
part of the overall plant rationalization by Dean Foods Company,
partly offset by a 0.6% decrease in fluid milk volumes. In
general, we change the prices that we charge our customers for
our products on a monthly basis, as the costs of our raw
materials fluctuate. The following table sets forth the average
monthly Class I mover and average monthly
Class II minimum prices for raw skim milk and butterfat for
the third quarter of 2003 compared to the third quarter of 2002:

|                                  |  |                             |      |      |  |          |      |     |  |  |       |   
|--------------------------------- |  | --------------------------- | ---- | ---- |  | -------- | ---- | --- |  |  | ----- | --
|                                  |  |                            
|                                  |  | Quarter Ended September 30*
|                                  |  |                            
|                                  |  | 2003                        |      | 2002 |  | % Change
|                                  |  |                             |      |      |  |         
|Class I raw skim milk mover(3)    |  | $                           | 7.50 | (1)  |  | $        | 6.88 | (1) |  |  | 9.0   | % 
|Class I butterfat mover(3)        |  |                             | 1.21 | (2)  |  |          | 1.11 | (2) |  |  | 9.0   | % 
|Class II raw skim milk minimum(4) |  |                             | 6.65 | (1)  |  |          | 7.58 | (1) |  |  | (12.3 | )%
|Class II butterfat minimum(4)     |  |                             | 1.23 | (2)  |  |          | 1.07 | (2) |  |  | 15.0  | % 

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---



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---



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | The prices noted in this table are not the prices
    that we actually pay. The federal order minimum prices at any
    given location for Class I raw skim milk or Class I
    butterfat are based on the Class I mover prices plus a
    location differential. Class II prices noted in the table
    are federal minimum prices, applicable at all federally
    regulated locations. Our actual cost also includes producer
    premiums, procurement costs and other related charges that vary
    by location and vendor.



|    |                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------
|(1) | Prices are per hundredweight.                                                                                                  
|   
|(2) | Prices are per pound.                                                                                                          
|   
|(3) | We process Class I raw skim milk and
    butterfat into fluid milk products.                                                   
|   
|(4) | We process Class II raw skim milk and
    butterfat into products such as cottage cheese, creams, ice
    cream and sour cream.

Net sales for our Specialty Foods segment
increased slightly by approximately 1.0%, or $1.6 million,
during the third quarter of 2003 compared to the third quarter
of 2002. This increase was primarily due to an increase in
non-dairy coffee creamer and nutritional beverage sales volumes,
partly offset by the sale of EBI Foods, Ltd. in October 2002.

Cost of
Sales Our consolidated
cost of sales ratio was 75.3% in the third quarter of 2003
compared to 74.7% in the third quarter of 2002. The cost of
sales ratio for the Dairy Group increased to 75.6% in the third
quarter of 2003 from 75.3% in the third quarter of 2002 due
primarily to higher raw milk costs and the shifting of certain
lower margin business to our facilities from certain Legacy
Suiza Foods locations as part of the overall plant
rationalization plan by Dean Foods Company. Specialty
Foods cost of sales ratio increased to 74.0% in the third
quarter of 2003 from 71.7% in the third quarter of 2002. This
increase was primarily due to rising commodity prices and
increased costs associated with the relocation of certain
production lines.

Operating Costs and
Expenses Our consolidated
operating expense ratio was 16.8% in the third quarter of 2003
compared to 17.1% during the third quarter of 2002.

The operating expense ratio at the Dairy Group
was 16.8% in the third quarter of 2003 compared to 16.4% in the
third quarter of 2002. The increase in the 2003 operating
expense ratio was primarily due to higher general and
administrative and distribution expenses as a result of the way
costs are allocated from Dean Foods Company.

The operating expense ratio for Specialty Foods
was 9.9% in the third quarter 2003 versus 11.0% in the third
quarter 2002, primarily due to lower commissions expense and the
sale of EBI Foods, Ltd., which had higher operating expenses.

Operating
Income Consolidated
operating income during the third quarter of 2003 was
$77.2 million, a decrease of $1.7 million from the
third quarter of 2002 operating income of $78.9 million.
Our consolidated operating margin in the third quarter of 2003
was 7.9% compared to 8.2% in the third quarter of 2002.

The Dairy Groups operating margin decreased
to 7.6% in the third quarter of 2003 from 8.2% in the same
period of 2002. This decrease is primarily due to the effects of
increased raw milk costs compared to the prior year and the
shifting of certain lower margin business from certain Legacy
Suiza Foods locations to our facilities as part of the overall
plant rationalization plan by Dean Foods Company.

Specialty Foods operating margin was 16.2%
in the third quarter of 2003 versus 17.3% in the third quarter
of 2002. This decrease was primarily due to rising commodity
prices and increased costs associated with the relocation of
certain production lines.

Other (Income)
Expense Total other
expense decreased by $0.7 million in the third quarter of
2003 compared to the third quarter of 2002. Interest expense was
flat as the effect of lower debt levels offset higher interest
rates while other income was $0.7 million better due to a
gain on the sale of facilities in the Southwest region of our
Dairy Group.

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Income
Taxes Income tax expense
was recorded at an effective rate of 35.6% in the third quarter
of 2003 compared to 37.4% in the third quarter of 2002. Our tax
rate varies as the mix of earnings contributed by our various
business units changes and as tax savings initiatives are
adopted.

First Nine Months of 2003 Compared to First
Nine Months of 2002

Net
Sales Consolidated net
sales decreased 2.1% to $2.85 billion during the first nine
months of 2003 from $2.91 billion in the first nine months
of 2002.

Net sales for the Dairy Group decreased 2.7% or
$64.1 million in the first nine months of 2003 compared to
the first nine months of 2002. This decrease is primarily due to
the effects of decreased raw milk costs compared to the prior
year and the effects of a 0.8% decrease in fluid milk volumes.
In general, we change the prices that we charge our customers
for our products on a monthly basis, as the costs of our raw
materials fluctuate. The following table sets forth the average
monthly Class I mover and average monthly
Class II minimum prices for raw skim milk and butterfat for
the first nine months of 2003 compared to the first nine months
of 2002:

|                                  |  |                   |      |      |  |          |      |     |  |  |       |   
|--------------------------------- |  | ----------------- | ---- | ---- |  | -------- | ---- | --- |  |  | ----- | --
|                                  |  |                  
|                                  |  | Nine Months Ended
|                                  |  | September 30*    
|                                  |  |                  
|                                  |  | 2003              |      | 2002 |  | % Change
|                                  |  |                   |      |      |  |         
|Class I raw skim milk mover(3)    |  | $                 | 6.57 | (1)  |  | $        | 7.00 | (1) |  |  | (6.1  | )%
|Class I butterfat mover(3)        |  |                   | 1.18 | (2)  |  |          | 1.27 | (2) |  |  | (7.1  | )%
|Class II raw skim milk minimum(4) |  |                   | 6.76 | (1)  |  |          | 7.61 | (1) |  |  | (11.2 | )%
|Class II butterfat minimum(4)     |  |                   | 1.19 | (2)  |  |          | 1.22 | (2) |  |  | (2.5  | )%



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | The prices noted in this table are not the prices
    that we actually pay. The federal order minimum prices at any
    given location for Class I raw skim milk or Class I
    butterfat are based on the Class I mover prices plus a
    location differential. Class II prices noted in the table
    are federal minimum prices, applicable at all federally
    regulated locations. Our actual cost also includes producer
    premiums, procurement costs and other related charges that vary
    by location and vendor.
|   
|(1) | Prices are per hundredweight.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(2) | Prices are per pound.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) | We process Class I raw skim milk and
    butterfat into fluid milk products.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(4) | We process Class II raw skim milk and
    butterfat into products such as cottage cheese, creams, ice
    cream and sour cream.                                                                                                                                                                                                                                                                                                                                                                                                 

Net sales for Specialty Foods increased slightly
by approximately 0.3% or $1.7 million in the first nine
months of 2003 compared to the same period in the prior year.
Sales increases in non-dairy coffee creamers and nutritional
beverages were offset by lower sales in pickles and by the
decrease in sales resulting from the divestiture of EBI Foods,
Ltd., in October 2002.

Cost of
Sales Our consolidated
cost of sales ratio was 74.7% for the first nine months of 2003
compared to 75.3% in the first nine months of 2002. The cost of
sales ratio for the Dairy Group decreased to 74.7% in the first
nine months of 2003 from 75.5% in the first nine months of 2002
due primarily to lower raw milk costs. Specialty Foods
cost of sales ratio increased slightly to 74.4% in the first
nine months of 2003 from 73.9% in the first nine months of 2002.
This increase was primarily due to rising commodity prices.

Operating Costs and
Expenses Our consolidated
operating expense ratio was 17.1% in the first nine months of
2003 compared to 17.3% in the first nine months of 2002.

The operating expense ratio in the Dairy Group
was 17.1% in the first nine months of 2003 compared to 16.6% in
the first nine months of 2002. The increase in the 2003
operating expense ratio was primarily due to the effect of lower
raw material prices in 2003. Lower raw material prices generally
result in lower

-17-



---



##### Table of Contents



sales dollars. Therefore, lower raw milk prices
will generally increase the Dairy Groups operating expense
ratio and higher raw milk prices will generally reduce the Dairy
Groups operating expense ratio.


The operating expense ratio for Specialty Foods
was 10.2% in the first nine months of 2003 versus 11.3% in the
first nine months of 2002 primarily due to lower commissions
expense and the sale of EBI Foods, Ltd., which had higher
operating expenses.

Operating
Income Consolidated
operating income during the first nine months of 2003 was
$234.2 million, an increase of $18.1 million from the
first nine months of 2002 operating income of
$216.1 million. Our consolidated operating margin in the
first nine months of 2003 was 8.2% compared to 7.4% in the first
nine months of 2002. Corporate expenses decreased
$12.6 million in the first nine months of 2003 to
$35.3 million from $47.9 million in the first nine
months of 2002 primarily as result of realized merger synergies
and lower insurance expense based on current claims experience.

The Dairy Groups operating margin increased
to 8.2% in the first nine months of 2003 from 7.9% in the same
period of 2002. This increase is primarily due to the effects of
decreased raw milk costs compared to the prior year, along with
realized merger synergies.

Specialty Foods operating margin was 15.4%
in the first nine months of 2003 versus 14.8% in the first nine
months of 2002. This increase was primarily due to the sale of
EBI Foods, Ltd., which had higher operating expenses.

Other (Income)
Expense Total other
expenses decreased by $1.6 million in the first nine months
of 2003 compared to the first nine months of 2002. Interest
expense decreased to $41.2 million in the first nine months
of 2003 from $42.2 million in the first nine months of 2002
as a result of lower interest rates and debt. Other income was
$0.6 million better due to a gain on the sale of facilities
in the Southwest region of our Dairy Group.

Income
Taxes Income tax expense
was recorded at an effective rate of 37.4% for the first nine
months of 2003 compared to 38.1% in the first nine months of
2002. Our tax rate varies as the mix of earnings contributed by
our various business units changes and the savings initiatives
are adopted.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

Quarterly Controls Evaluation and Related CEO
and CFO Certifications

We conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and
procedures (Disclosure Controls) as of the end of the
period covered by this Quarterly Report. The controls evaluation
was done under the supervision and with the participation of
management, including our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO).

Attached as exhibits to this quarterly report are
certifications of the CEO and the CFO, which are required in
accordance with Rule 13a-14 of the Exchange Act. This
Controls and Procedures section includes the information
concerning the controls evaluation referred to in the
certifications and it should be read in conjunction with the
certifications for a more complete understanding of the topics
presented.

Definition of Disclosure Controls

Disclosure Controls are controls and procedures
designed to reasonably assure that information required to be
disclosed in our reports filed with the Securities and Exchange
Commission (the SEC) is recorded, processed,
summarized and reported within the time periods specified in the
SECs rules and forms. Disclosure Controls are also
designed to reasonably assure that such information is
accumulated and communicated to our management, including the
CEO and CFO, as appropriate to allow timely decisions regarding
required disclosure. Our Disclosure Controls include components
of our internal control over financial reporting, which consists
of control processes designed to provide reasonable assurance
regarding the reliability of our financial reporting and the
preparation of financial statements in accordance with US
generally accepted accounting principles.

-18-



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##### Table of Contents



Limitations on the Effectiveness of
Controls

We do not expect that our Disclosure Controls or
our internal controls over financial reporting will prevent all
error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not
absolute, assurance that the control systems objectives
will be met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the
company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become
inadequate because of changes in conditions or deterioration in
the degree of compliance with policies or procedures. Because of
the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be
detected.

Scope of the Controls Evaluation

Our evaluations of our Disclosure Controls
include reviews of the controls objectives and design, our
implementation of the controls and the effect of the controls on
the information generated for use in our SEC filings. In the
course of our controls evaluations, we seek to identify data
errors, controls problems or acts of fraud and confirm that
appropriate corrective actions, including process improvements,
are undertaken. Many of the components of our Disclosure
Controls are evaluated on an ongoing basis by Dean Foods
Companys Audit Services department. The overall goals of
these various evaluation activities are to monitor our
Disclosure Controls, and to modify them as necessary. Our intent
is to maintain the Disclosure Controls as dynamic systems that
change as conditions warrant.

Conclusions

Based upon our most recent controls evaluation,
our CEO and CFO have concluded that, subject to the limitations
noted above, as of the end of the period covered by this
Quarterly Report, our Disclosure Controls were effective to
provide reasonable assurance that material information is made
known to management, particularly during the period when our
periodic reports are being prepared.

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---



##### Table of Contents






Part II  Other
Information




Item 1.     Legal
Proceedings

On November 4, 2003, Dean Foods Company
received a notice (a so-called Wells Notice) from
the Securities and Exchange Commission (the SEC)
indicating that the SEC is considering bringing a civil
injunctive action against the company. The notice cites the
SECs belief that Dean Foods Company aided and abetted The
Fleming Companies in the improper acceleration of revenue
recognition by providing Fleming with correspondence that
allowed Fleming to characterize two payments totaling
$2.7 million made by Dean Foods Company to Fleming as
current income rather than deferred revenue to be recognized
over future periods. Two officers of Dean Foods Companys
Dairy Group subsidiary received similar notices. Dean Foods
Company properly expensed the two payments made to Fleming
during the quarters in which they were paid, and the Wells
Notice contains no allegations regarding Dean Foods
Companys financial statements. Dean Foods Company has the
opportunity to respond in writing to the Wells Notice before the
SEC makes a formal decision regarding what action, if any,
should be taken. Dean Foods Company intends to cooperate fully
with the SEC in its investigation and does not expect this
matter to have a material adverse impact on the company.






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits

| |    |    |  |                                                                                                       
| | -- | -- |  | ------------------------------------------------------------------------------------------------------
| | 31 | .1 |  | Certification of Chief Executive Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
| | 31 | .2 |  | Certification of Chief Financial Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
| | 32 | .1 |  | Certification of Chief Executive Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002
| | 32 | .2 |  | Certification of Chief Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Form 8-Ks

None

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---



##### Table of Contents



SIGNATURES

Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                                                  
| | -------------------------------------------------
| | DEAN HOLDING COMPANY                             
|
| | /s/ Barry A. Fromberg                            
| |                                                  
| | Barry A. Fromberg                                
| | Executive Vice President, Chief Financial Officer
| | (Principal Accounting Officer)                   

November 14, 2003

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##### Table of Contents



EXHIBIT INDEX

|        |    |             |  |                                                                                                       
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 31 | .1          |  | Certification of Chief Executive Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|        | 31 | .2          |  | Certification of Chief Financial Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|        | 32 | .1          |  | Certification of Chief Executive Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002
|        | 32 | .2          |  | Certification of Chief Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002