<PAGE>

================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

         (MARK
         ONE)
         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES AND EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
                                             OR
         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM           TO
                        COMMISSION FILE NUMBER 001-12755

                              DEAN HOLDING COMPANY
           (Exact name of the registrant as specified in its charter)



                                (DEAN FOODS LOGO)

                                   ----------

                     DELAWARE                    75-2932967
         (State or other jurisdiction of      (I.R.S. employer
         incorporation or organization)      identification no.)

                        2515 MCKINNEY AVENUE, SUITE 1200
                               DALLAS, TEXAS 75201
                                 (214) 303-3400
          (Address, including zip code, and telephone number, including
           area code, of the 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 [ ]


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

================================================================================



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
      PART I -- FINANCIAL INFORMATION
                Item 1 -- Financial Statements......................        2
                Item 2 -- Management's Discussion and Analysis
                of Financial Condition and Results of
                Operations..........................................       13
</Table>



                                       1
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              DEAN HOLDING COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<Table>
<Caption>
                                                                   JUNE 30,       DECEMBER 31,
                                                                     2002             2001
                                                                 ------------     ------------
                                                                 (UNAUDITED)
<S>                                                              <C>              <C>
                            Assets
Current assets:
     Cash and cash equivalents .............................     $     21,306     $     15,920
     Receivable from parent ................................          104,528           29,000
     Accounts receivable, net ..............................          272,839          292,926
     Inventories ...........................................          216,112          242,977
     Deferred income taxes .................................           70,741           88,500
     Prepaid expenses and other current assets .............           38,655           30,624
                                                                 ------------     ------------
          Total current assets .............................          724,181          699,947

Property, plant and equipment, net .........................          599,373          624,149
Goodwill ...................................................        1,377,221        1,358,270
Identifiable intangibles and other assets ..................          255,188          258,063
                                                                 ------------     ------------
          Total ............................................     $  2,955,963     $  2,940,429
                                                                 ============     ============
         Liabilities and Stockholder's Equity
Current liabilities:
     Accounts payable and accrued expenses .................     $    419,053     $    491,526
     Income taxes payable ..................................           70,073           31,307
     Current portion of long-term debt .....................            1,586            1,493
                                                                 ------------     ------------
          Total current liabilities ........................          490,712          524,326

Long-term debt .............................................          798,633          814,500
Other long-term liabilities ................................          154,253          151,635
Deferred income taxes ......................................           87,595          123,613
Commitments and contingencies (Note 10)

Stockholder's equity:
     Common stock, 1,000 shares issued and outstanding......
     Additional paid-in capital ............................        1,356,816        1,326,355
     Retained earnings .....................................           67,490
     Accumulated other comprehensive income ................              464
                                                                 ------------     ------------
          Total stockholder's equity .......................        1,424,770        1,326,355
                                                                 ------------     ------------
          Total ............................................     $  2,955,963     $  2,940,429
                                                                 ============     ============
</Table>


            See notes to condensed consolidated financial statements.



                                       2
<PAGE>

                              DEAN HOLDING COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (In thousands)

<Table>
<Caption>
                                                                  SUCCESSOR       PREDECESSOR        SUCCESSOR        PREDECESSOR
                                                                 ------------     ------------      ------------      ------------
                                                                  THREE MONTHS ENDED JUNE 30,          SIX MONTHS ENDED JUNE 30,
                                                                     2002             2001              2002              2001
                                                                 ------------     ------------      ------------      ------------
                                                                          (unaudited)                        (unaudited)
<S>                                                              <C>              <C>               <C>               <C>
Net sales......................................................  $    994,367     $  1,049,880      $  1,950,852      $  2,041,021
Cost of sales..................................................       745,951          824,299         1,475,396         1,592,992
                                                                 ------------     ------------      ------------      ------------
Gross profit...................................................       248,416          225,581           475,456           448,029
Operating costs and expenses:
       Selling and distribution................................       132,082          146,360           266,091           289,198
       General and administrative..............................        38,240           58,355            69,147            92,903
       Amortization of intangibles.............................         1,351            6,011             3,018            11,351
                                                                 ------------     ------------      ------------      ------------
          Total operating costs and expenses...................       171,673          210,726           338,256           393,452
                                                                 ------------     ------------      ------------      ------------
Operating income...............................................        76,743           14,855           137,200            54,577
Other (income) expense:
       Interest expense, net...................................        14,237           17,124            28,317            35,394
       Other (income) expense, net.............................            77             (440)             (808)             (703)
                                                                 ------------     ------------      ------------      ------------
          Total other (income) expense.........................        14,314           16,684            27,509            34,691
                                                                 ------------     ------------      ------------      ------------
Income (loss) from continuing operations before income taxes...        62,429           (1,829)          109,691            19,886
Income tax (benefit) expense.................................          23,796             (587)           42,201             7,719
                                                                 ------------     ------------      ------------      ------------
Income (loss) from continuing operations.......................        38,633           (1,242)           67,490            12,167
Income from discontinued operations, net of tax................                          2,339                               3,141
                                                                 ------------     ------------      ------------      ------------
Net income.....................................................  $     38,633     $      1,097      $     67,490      $     15,308
                                                                 ============     ============      ============      ============
</Table>

            See notes to condensed consolidated financial statements.



                                       3
<PAGE>

                              DEAN HOLDING COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<Table>
<Caption>
                                                                                                 SUCCESSOR          PREDECESSOR
                                                                                                 SIX MONTHS          SIX MONTHS
                                                                                               ENDED JUNE 30,      ENDED JUNE 30,
                                                                                                    2002                2001
                                                                                               --------------      --------------
                                                                                                           (UNAUDITED)
<S>                                                                                            <C>                 <C>
Cash flows from operating activities:
  Income from continuing operations ......................................................     $       67,490      $       12,167
  Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization .......................................................             36,682              48,916
     Gain on disposition of assets .......................................................                 10                 238
     Deferred income taxes ...............................................................             (1,485)             16,439
     Merger related costs ................................................................                                 22,151
     Other, net ..........................................................................               (786)             (2,412)
     Changes in operating assets and liabilities, net of acquisitions:
       Accounts receivable ...............................................................             16,023              (5,191)
       Inventories .......................................................................             15,718              (3,202)
       Prepaid expenses and other assets .................................................             14,444              (1,835)
       Accounts payable, accrued expenses and other liabilities ..........................            (56,684)             (2,668)
       Income taxes ......................................................................             38,766             (14,298)
                                                                                               --------------      --------------
          Net cash provided by operating activities ......................................            130,178              70,305

Cash flows from investing activities:
  Capital expenditures ...................................................................            (18,903)            (39,977)
  Proceeds from disposition of property, plant and equipment .............................                198               2,036
  Capitalized information system costs ...................................................                                 (1,160)
  Cash outflows for acquisitions .........................................................            (17,156)
  Net proceeds from divestitures .........................................................              2,561
                                                                                               --------------      --------------
          Net cash used in investing activities ..........................................            (33,300)            (39,101)

Cash flows from financing activities:
  Repayment of debt ......................................................................            (12,770)             (3,389)
  Borrowing under revolving credit agreement, net ........................................                                (36,382)
  Issuance of common stock, net of expenses ..............................................                                  5,264
  Issuance of treasury stock .............................................................                                     82
  Cash dividends paid ....................................................................                                (16,274)
  Net transfer to parent .................................................................            (78,722)
                                                                                               --------------      --------------
          Net cash used in financing activities ..........................................            (91,492)            (50,699)

Net cash used in discontinued operations .................................................                                (19,154)
                                                                                               --------------      --------------
Increase (decrease) in cash and cash equivalents .........................................              5,386             (38,649)
Cash and cash equivalents, beginning of period ...........................................             15,920              82,477
                                                                                               --------------      --------------
Cash and cash equivalents, end of period .................................................     $       21,306      $       43,828
                                                                                               ==============      ==============
</Table>

            See notes to condensed consolidated financial statements.



                                       4
<PAGE>

                              DEAN HOLDING COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

1. GENERAL

    Change in Fiscal Year -- On December 21, 2001, immediately after we were
acquired by Dean Foods Company (formerly known as Suiza Foods Corporation), our
Board of Directors voted to change our fiscal year to conform to the fiscal year
of Dean Foods Company. Accordingly, our fiscal year now ends on December 31,
rather than on the last Sunday in May.

    Basis of Presentation -- The unaudited condensed consolidated financial
statements contained in this report have been prepared on the same basis as the
consolidated financial statements in our Annual Report on Form 10-KT for the
period from May 28, 2001 to December 31, 2001. 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 information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. Our results of operations for the
period ended June 30, 2002 may not be indicative of our operating results for
the full year. The condensed consolidated financial statements contained in this
report should be read in conjunction with our 2001 consolidated financial
statements contained in our Annual Report on Form 10-KT as filed with the
Securities and Exchange Commission on April 1, 2002.

    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.

    We have chosen December 31, 2001 as a "date of convenience" for recording
the effects of our acquisition by Dean Foods Company. Accordingly, for financial
statement purposes, we have treated the acquisition as if it occurred on
December 31, 2001 rather than December 21, 2001.

    Our financial statements for all periods prior to December 31, 2001 have
been prepared using our historical basis of accounting and are indicated in our
consolidated financial statements as "Predecessor." The December 31, 2001 and
June 30, 2002 balance sheets reflect the preliminary purchase price allocation
related to the acquisition by Dean Foods Company.

    Recently Issued Accounting Pronouncements -- In May 2000, the Emerging
Issues Task Force (the "Task Force" or "EITF") of the Financial Accounting
Standards Board ("FASB") reached a consensus on Issue No. 00-14, "Accounting for
Certain Sales Incentives," which became effective for us May 28, 2001. This
Issue addresses the recognition, measurement and income statement classification
of sales incentives that have the effect on of reducing the price of a product
or service to a customer at the point of sale. In April 2001, the Task Force
reached a consensus on Issue No. 00-25, "Vendor Income Statement
Characterization of Consideration Paid to a Reseller of the Vendor's Products,"
which also became effective for us on May 28, 2001. Under this Issue, certain
consideration paid to our customers (such as slotting fees) is required to be
classified as a reduction of revenue, rather than recorded as an expense. Upon
adoption of these Issues, certain sales incentives and trade spending amounts,
which were classified in selling and distribution expense, were reclassified as
a reduction of sales. For the three months and six months ended June 30, 2001,
$11.2 million and $24.1 million was reclassified to conform to the new
requirements. This change did not affect our reported net income.

    In June 2001, FASB issued Statement of Financial Accounting Standard
("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 addresses financial accounting and reporting
for business combinations. Under the new standard, all business combinations
completed after June 30, 2001 are required to be accounted for by the purchase
method. SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets. We adopted SFAS No. 142 on January 1,
2002. SFAS No. 142 requires that goodwill no longer be amortized, but instead
requires a transitional goodwill impairment assessment and annual impairment
tests thereafter. As a result of the acquisition by Dean Foods Company, our
balance sheet reflects the new basis of accounting effective December 31, 2001
at fair value in accordance with purchase accounting requirements under SFAS No.
141. Therefore, no impairment of goodwill was indicated by the transitional
goodwill impairment assessment. Any recognized intangible asset determined to
have an indefinite useful life will not be amortized, but instead tested for
impairment in accordance with the standard.

    In June 2001, FASB issued 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 the associated
legal obligation for the liability 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 and amortized over the useful
life of the asset. SFAS No. 143 will become effective for us January 1, 2003. We
are currently evaluating the impact of adopting this pronouncement on our
consolidated financial statements.



                                       5
<PAGE>


    FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" in August 2001 and it became effective for us beginning
January 1, 2002. SFAS No. 144, which supercedes SFAS No. 121, provides a single,
comprehensive accounting model for impairment and disposal of long-lived assets
and discontinued operations. Our adoption of this standard will 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. Our adoption of this standard will not have a material impact on
our consolidated financial statements.

    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 EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The statement requires that a liability for
a cost associated 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. We are currently evaluating the impact of
adopting this pronouncement on our consolidated financial statements.

2. ACQUISITION BY DEAN FOODS COMPANY

    On December 21, 2001, we were acquired by Dean Foods Company (formerly known
as Suiza Foods Corporation). To accomplish this transaction, we were merged with
and into Blackhawk Acquisition Corp., a wholly owned subsidiary of Dean Foods
Company. Blackhawk Acquisition Corp. survived the merger and immediately changed
its name to Dean Holding Company, our current name. Immediately after completion
of the merger, Suiza Foods Corporation changed its name to Dean Foods Company.
We are now a wholly-owned subsidiary of Dean Foods Company.

    As a result of the merger, each share of our common stock was converted into
0.858 (on a split-adjusted basis) shares of Dean Foods Company common stock and
the right to receive $21.00 in cash.

    Dean Foods Company accounted for its acquisition of us as a purchase. The
aggregate purchase price recorded at Dean Foods Company was $1.6 billion,
including $756.8 million of cash, common stock valued at $739.4 million and
estimated transaction costs of $55.7 million. The value of the approximately 31
million common shares issued was determined based on the average market price of
Dean Foods Company common stock around the date of the announcement. This
purchase price and the related preliminary purchase accounting adjustments,
including goodwill, have been "pushed down" and are reflected in our December
31, 2001 and June 30, 2002 balance sheets.

    Dean Foods Company has not completed a final allocation of the purchase
price to the fair values of our assets and liabilities and the related business
integration plans. We expect that the ultimate purchase price allocation may
include additional adjustments to the fair values of depreciable tangible
assets, identifiable intangible assets (some of which will have indefinite
lives) and the carrying values of certain liabilities. Accordingly, to the
extent that such assessments indicate that the fair value of the assets and
liabilities differ from their preliminary purchase price allocations, such
difference would adjust the amounts allocated to those assets and liabilities
and would change the amounts allocated to goodwill.

    We are a wholly-owned subsidiary of Dean Foods Company. They provide us with
management support, in return for a management fee. The management fee, which
first began to be charged in the second quarter of 2002, is based on budgeted
annual expenses for Dean Foods Company's corporate headquarters, which is then
allocated among the segments of Dean Foods Company. Management fees paid in the
second quarter amounted to $9.0 million. In addition, our cash is available for
use, and is regularly "swept," by Dean Foods Company at its discretion.

3. DIVESTITURES

    Divestiture of Plants -- In order to obtain regulatory approval for our
acquisition by Dean Foods Company, certain plants located in areas where our
operations overlapped with the operations of Dean Foods Company were required to
be divested. Four of the divested dairies were owned by us, including Coburg
Dairy based in North Charleston, South Carolina; Cream O Weber based in Salt
Lake City, Utah; H. Meyer Dairy based in Cincinnati, Ohio; and U.C. Milk
("Goldenrod") based in Madisonville, Kentucky. In order to accomplish the
divestitures, on December 21, 2001, immediately after our merger with Blackhawk
Acquisition Corporation was completed, we dividended these dairies to Dean Foods
Company, our sole shareholder. The dividend was recorded at book value after
applicable purchase accounting adjustments, with no gain or loss recorded. Prior
periods have not been restated to reflect the divestitures.




                                       6
<PAGE>

    Exchange of National Refrigerated Products for Dean SoCal -- Also in
connection with our acquisition by Dean Foods Company, on December 21, 2001, we
entered into a Securities Exchange Agreement with Morningstar Foods Inc.,
another wholly-owned subsidiary of Dean Foods Company, pursuant to which, on
December 21, 2001 immediately after consummation of the acquisition, we
exchanged the operations of our former National Refrigerated Products ("NRP")
segment for the operations of Dean SoCal, a subsidiary of Dean Foods Company's
Dairy Group. Accordingly, we no longer have our NRP segment, and we have
presented this group as a discontinued operation in the accompanying financial
statements. We accounted for this exchange as a dividend in our consolidated
financial statements. Dean SoCal operates two plants in Southern California and
produces a full line of dairy and related products under the Swiss(R) and Adohr
Farms(R) brands. Dean SoCal is now operated as part of our Dairy Group and was
accounted for as a contribution in our consolidated financial statements at
December 31, 2001 and June 30, 2002. Dean SoCal's operating results are included
in our consolidated financial statements at June 30, 2002.

    Divestitures of DFC Transportation and Boiled Peanut Business -- On January
4, 2002, we completed the sale of the stock of DFC Transportation Company, which
was a part of our Specialty Foods segment. On February 7, 2002, we completed the
sale of the assets related to the boiled peanut business of Dean Specialty Foods
Company, a part of our Specialty Foods segment.

4. INVENTORIES

<Table>
<Caption>
                                     AT JUNE 30,       AT DECEMBER 31,
                                        2002                2001
                                   ---------------     ---------------
                                             (IN THOUSANDS)
<S>                                <C>                 <C>
Raw materials and supplies ...     $        64,015     $        65,863
Finished goods ...............             152,097             177,114
                                   ---------------     ---------------
          Total ..............     $       216,112     $       242,977
                                   ===============     ===============
</Table>

    Approximately $72.4 million and $131.7 million of our inventory was
accounted for under the last-in, first-out (LIFO) method of accounting at June
30, 2002 and December 31, 2001, respectively. There was no material excess of
current cost over the stated value of last-in, first-out inventories at either
date.


5. GOODWILL AND OTHER INTANGIBLE ASSETS

    On January 1, 2002, we adopted SFAS No. 142, as discussed in more detail in
Note 1. As required by SFAS No. 142, our results for the first quarter of 2001
have not been restated. The following sets forth a reconciliation of net income
for the three months and six months ended June 30, 2002 and 2001, eliminating
goodwill amortization and amortizing recognized intangible assets over their
useful lives.

<Table>
<Caption>
                                                    THREE MONTHS                  SIX MONTHS
                                                   ENDED JUNE 30,               ENDED JUNE 30,
                                             -------------------------     -------------------------
                                                2002           2001           2002           2001
                                             ----------     ----------     ----------     ----------
                                                                 (IN THOUSANDS)
<S>                                          <C>            <C>            <C>            <C>
Reported net earnings ..................     $   38,633     $    1,097     $   67,490     $   15,308
Goodwill amortization, net of tax ......                         2,770                         4,707
Trademark amortization, net of tax .....                           908                         1,543
                                             ----------     ----------     ----------     ----------
Adjusted net earnings ..................     $   38,633     $    4,775     $   67,490     $   21,558
                                             ==========     ==========     ==========     ==========
</Table>

    The changes in the carrying amount of goodwill for the six months ended June
30, 2002 are as follows:

<Table>
<Caption>
                                                         SPECIALTY
                                        DAIRY GROUP        FOODS            TOTAL
                                        -----------     -----------      -----------
                                                       (IN THOUSANDS)
<S>                                     <C>             <C>              <C>
Balance at December 31, 2001 ......     $ 1,068,270     $   290,000      $ 1,358,270
Purchase accounting adjustments ...          20,301          (1,350)          18,951
                                        -----------     -----------      -----------
Balance at June 30, 2002 ..........     $ 1,088,571         288,650      $ 1,377,221
                                        ===========     ===========      ===========
</Table>



                                       7
<PAGE>

    The gross carrying amount and accumulated amortization of our intangible
assets other than goodwill as of June 30, 2002 and December 31, 2001 are as
follows:

<Table>
<Caption>
                                                                JUNE 30, 2002                            DECEMBER 31, 2001
                                                  ---------------------------------------     --------------------------------------
                                                   GROSS                           NET         GROSS                          NET
                                                  CARRYING     ACCUMULATED       CARRYING     CARRYING     ACCUMULATED      CARRYING
                                                   AMOUNT      AMORTIZATION       AMOUNT       AMOUNT      AMORTIZATION      AMOUNT
                                                  --------     ------------      --------     --------     ------------     --------
                                                                                     (IN THOUSANDS)
<S>                                               <C>          <C>               <C>          <C>          <C>              <C>
Intangible assets with indefinite lives:
  Trademarks ................................     $193,200     $                 $193,200     $196,178     $                $196,178
Intangible assets with finite lives:
  Customer-related ..........................       28,200           (1,915)       26,285       30,500                        30,500
                                                  --------     ------------      --------     --------     ------------     --------
Total other intangibles .....................     $221,400     $     (1,915)     $219,485     $226,678     $                $226,678
                                                  ========     ============      ========     ========     ============     ========
</Table>

    Amortization expense on intangible assets, excluding goodwill, for the three
months and six months ended June 30, 2002 and 2001 was $0.5 million and $1.9
million and $1.5 million and $2.5 million, respectively. Estimated aggregate
intangible asset amortization expense for the next five years is as follows:


<Table>
<S>                                      <C>
            2003..................       $3.5 million
            2004..................       $2.7 million
            2005..................       $1.6 million
            2006..................       $0.9 million
            2007..................       $0.4 million
</Table>

6. LONG-TERM DEBT

<Table>
<Caption>
                                                                  AT JUNE 30, 2002                  AT DECEMBER 31, 2001
                                                          --------------------------------    --------------------------------
                                                              Amount           Interest          Amount          Interest
                                                           Outstanding           Rate          Outstanding         Rate
                                                          --------------    --------------    --------------    --------------
<S>                                                       <C>               <C>               <C>               <C>
$250 million senior notes, maturing in 2007 ...........   $  250,535               8.150%      $  250,576             8.150%
$200 million senior notes, maturing in 2009 ...........      183,476               6.625          187,357             6.625
$150 million senior notes, maturing in 2017 ...........      124,954               6.900          124,579             6.900
$100 million senior notes, maturing in 2005 ...........       96,241               6.750           95,699             6.750
Receivables-backed loan ...............................      117,048               2.370          128,855             2.290
Industrial development revenue bonds ..................       21,650         1.35 - 1.45           21,950       1.70 - 6.63
Capitalized lease obligations and other................        6,315                                6,977
                                                          ----------                           ----------
                                                             800,219                              815,993

Less current portion ..................................       (1,586)                              (1,493)
                                                          ----------                           ----------
          Total .......................................   $  798,633                           $  814,500
                                                          ==========                           ==========
</Table>

    Senior Notes -- We had $700.0 million of senior notes outstanding at June
30, 2002, all of which was outstanding prior to our acquisition by Dean Foods
Company. 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 real property interests. At the date of our
acquisition by Dean Foods Company, our long-term debt was re-valued to its
current market value.

    Receivables-Backed Loan -- On December 21, 2001, immediately upon completion
of our acquisition by Dean Foods Company, certain of our subsidiaries sold their
accounts receivable into Dean Foods Company's receivables securitization
facility. 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 revenue bonds
outstanding, one of which requires an annual sinking fund redemption, the amount
of which will be $0.3 million in 2002, increasing to $0.9 million by 2012.
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.

    Letters of Credit -- At June 30, 2002 46.8 million of letters of credit were
outstanding. These letters of credit were required by various utilities and
government entities for performance and insurance guarantees.

                                       8
<PAGE>

    Other Obligations -- 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.

    Interest Rate Agreements -- SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (as amended) became effective for us as of
May 28, 2001. We do not currently have any derivative instruments. Prior to our
acquisition by Dean Foods Company, we entered into interest rate swap agreements
from time to time in order to hedge a portion of our interest rate exposure. On
December 19, 2001, we sold our interest rate swap in anticipation of our
acquisition by Dean Foods Company. During the period from May 28, 2001 to
December 31, 2001, we recorded derivatives as of the effective date on our
consolidated balance sheet at fair value, with an offset to other comprehensive
income to the extent the hedge was effective, as required by SFAS No. 133. Any
ineffectiveness in cash flow hedges or fair value hedges was recorded as an
adjustment to earnings and not other comprehensive income.

    Our adoption of this accounting standard as of May 28, 2001 resulted in the
recognition of an asset related to our cash flow hedges of $2.1 million.

7. COMPREHENSIVE INCOME

    Comprehensive income consists of net income plus all other changes in equity
from non-owner sources. Consolidated comprehensive income was $39.3 million and
$68.0 million and $1.2 million and $15.3 million for the three months and six
months ended June 30, 2002 and 2001, respectively. The amounts of deferred
income tax (expense) benefit allocated to each component of other comprehensive
income (loss) during the six months ended June 30, 2002 are included below.

<Table>
<Caption>
                                                                                             TAX
                                                                            PRE-TAX        BENEFIT          NET
                                                                         INCOME (LOSS)    (EXPENSE)       AMOUNT
                                                                         -------------    ---------      ---------
                                                                                       (IN THOUSANDS)
<S>                                                                        <C>            <C>            <C>
Accumulated other comprehensive income December 31, 2001 .............     $       0      $       0      $       0
Cumulative foreign currency translation adjustment arising
  during period ......................................................          (326)           127           (199)
                                                                           ---------      ---------      ---------
Accumulated other comprehensive income (loss), March 31,
  2002 ...............................................................     $    (326)     $     127      $    (199)
Accumulated foreign currency translation adjustment arising during
period ...............................................................         1,071           (408)           663
                                                                           ---------      ---------      ---------
Accumulated other comprehensive income (loss), June 30, 2002 .........     $     745      $    (281)     $     464
                                                                           =========      =========      =========
</Table>

8. PLANT CLOSING COSTS

    As part of the purchase price allocation, Dean Foods Company accrued costs
to exit certain of our activities and operations, in order to rationalize
production and reduce costs and inefficiencies. Dean Foods Company has
implemented a plan to close several plants, both in our Dairy Group (2 plants)
and in our Specialty Foods segment (2 plants), and our old administrative
offices. Dean Foods Company will continue to finalize and implement its initial
integration and rationalization plan throughout 2002, and expects to refine its
estimate of amounts in the purchase price allocations associated with this plan.

    The principal components of the plan include the following:

    o   Workforce reductions as a result of plant closings, plant
        rationalizations and consolidation of administrative functions and
        offices. To date, Dean Foods Company has identified 677 plant and
        administrative personnel for termination pursuant to the plan. The
        costs incurred are charged against our acquisition liabilities for these
        costs. As of June 30, 2002, 183 employees had not yet been terminated;

    o   Shutdown costs, including those costs that are necessary to clean and
        prepare the plant facilities for resale or closure; and

    o   Costs incurred after shutdown such as lease obligations or termination
        costs, utilities and property taxes after shutdown of the plant or
        administrative office.

9. SHIPPING AND HANDLING FEES



                                       9
<PAGE>
    In September 2000, the Task Force reached a consensus on Issue No. 00-10,
"Accounting for Shipping and Handling Fees and Costs," which became effective
for us in the fourth quarter of fiscal year 2001. This issue required the
disclosure of our accounting policies for shipping and handling costs and their
income statement classification. Previously, we classified shipping and handling
amounts billed to customers as revenue. However, certain costs incurred related
to shipping and handling were classified as a reduction of revenue. As a result
of our adoption of Issue No. 00-10 in the fourth quarter of fiscal 2001, prior
years' shipping and handling costs were reclassified from net sales to cost of
products sold and selling and distribution expenses. Those amounts totaled $27.6
million and $36.9 million for the three months and six months ended June 30,
2001. This change did not affect our reported net income. Shipping and handling
costs in costs of sales include the cost of shipping products to customers
through third party carriers, inventory warehouse costs and product loading and
handling costs. Shipping and handling costs 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. These shipping and handling costs that
were recorded as a component of selling and distribution expense were
approximately $93.1 million and $188.8 million during the three months and six
months ended June 30, 2002, respectively; and $100.4 million and $201.7 million
during the three months and six months ended June 30, 2001, respectively.

10. COMMITMENT AND CONTINGENCIES

    Guaranty of Dean Foods Company's Obligations Under Its Senior Credit
Facility -- Certain of Dean Foods Company's subsidiaries, including us, were
required, effective as of the merger date, to guarantee Dean Foods Company's
indebtedness under its new $2.7 billion credit facility. We pledged
substantially all of our assets (other than our real property and our ownership
interests in our subsidiaries) as security for the guaranty. The senior credit
facility provides Dean Foods Company with an $800.0 million revolving line of
credit, a Tranche A $900.0 million term loan and a Tranche B $1.0 billion term
loan. At June 30, 2002, there were outstanding borrowings of $1.914 billion
under this facility, in addition to $56.6 million of issued but undrawn letters
of credit.


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

    o   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 25 to 150 basis
        points, depending on Dean Foods Company's leverage ratio (which is the
        ratio of defined indebtedness to EBITDA), or

    o   the London Interbank Offering Rate ("LIBOR") computed as LIBOR divided
        by the product of one minus the Eurodollar Reserve Percentage, plus a
        margin that varies from 150 to 275 basis points, depending on Dean Foods
        Company's leverage ratio.

    On April 30, 2002, Dean Foods Company entered into an amendment to its
credit facility pursuant to which the interest rate for amounts outstanding
under the Tranche B term loan was lowered by 50 basis points to the following,
at Dean Foods Company's option:

    o   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 75 to 150 basis
        points, depending on Dean Foods Company's leverage ratio, or

    o   LIBOR divided by the product of one minus the Eurodollar Reserve
        Percentage, plus a margin that varies from 200 to 275 basis points,
        depending on Dean Foods Company's leverage ratio.

    Prior to the effective date of the amendment, the margin for base rate
Tranche B borrowings was a range of 125 to 200 basis points and the margin for
Tranche B LIBOR borrowings was a range of 250 to 325 basis points.

    The blended interest rate in effect on borrowings under the senior credit
facility, including the applicable interest rate margin, was 4.11% at June 30,
2002. Dean Foods Company has interest rate swap agreements in place, however,
that hedge $925.0 million of its borrowings under this facility at an average
rate of 5.95%, plus the applicable interest rate margin. Interest is payable
quarterly or at the end of the applicable interest period.

    Interest is payable quarterly or at the end of the applicable interest
period. Scheduled principal payments on the Tranche A $900.0 million term loan
are due in the following installments:

    o   $16.87 million quarterly from March 31, 2002 through December 31, 2002;

    o   $33.75 million quarterly from March 31, 2003 through December 31, 2004;



                                       10
<PAGE>

    o   $39.38 million quarterly from March 31, 2005 through December 31, 2005;

    o   $45.0 million quarterly from March 31, 2006 through December 31, 2006;

    o   $56.25 million quarterly from March 31, 2007 through June 30, 2007; and

    o   A final payment of $112.5 million on July 15, 2007.

    Scheduled principal payments on the Tranche B $1.0 billion term loan are due
in the following installments:

    o   $1.25 million quarterly from March 31, 2002 through December 31, 2002;

    o   $2.5 million quarterly from March 31, 2003 through December 31, 2007;

    o   A payment of $472.5 million on March 31, 2008; and

    o   A final payment of $472.5 million on July 15, 2008.

    No principal payments are due on the $800.0 million revolving line of credit
until maturity on July 15, 2007.

    The credit agreement also requires mandatory principal prepayments in
certain circumstances including without limitation: (1) upon the occurrence of
certain asset dispositions not in the ordinary course of business, (2) upon the
occurrence of certain debt and equity issuances when Dean Foods Company's
leverage ratio is greater than 3.0 to 1.0, and (3) beginning in 2003, annually
when Dean Foods Company's leverage ratio is greater than 3.0 to 1.0 As of June
30, 2002, Dean Foods Company's leverage ratio was 3.4 to 1.0.

    The senior credit facility contains various financial and other restrictive
covenants and requirements 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 EBITDA) and an interest
coverage ratio (computed as the ratio of EBITDA to interest expense). In
addition, this facility requires Dean Foods Company maintain a minimum level of
net worth (as defined by the agreement).

    Dean Foods Company's leverage ratio must be less than or equal to:

<Table>
<Caption>
                    PERIOD                      RATIO
        ------------------------------      ------------
<S>                                         <C>
        12-21-01 through 12-31-02.....      4.25 to 1.00
        01-01-03 through 12-31-03.....      4.00 to 1.00
        01-01-04 through 12-31-04.....      3.75 to 1.00
        01-01-05 and thereafter.......      3.25 to 1.00
</Table>

    Dean Foods Company's interest coverage ratio must be greater than or equal
to 3.00 to 1.00.

    Dean Foods Company's consolidated net worth must be greater than or equal to
$1.2 billion, as increased each quarter (beginning with the quarter ended March
31, 2002) by an amount equal to 50% of Dean Foods Company's consolidated net
income for the quarter, plus 75% of the amount by which stockholders' equity is
increased by certain equity issuances. As of June 30, 2002, the minimum net
worth requirement was $1.239 billion.

    The facility also contains limitations for Dean Foods Company and its
subsidiaries (including us and our subsidiaries) on liens, investments, the
incurrence of additional indebtedness and acquisitions, and prohibits certain
dispositions of property and restricts certain payments, including dividends.

    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
and its subsidiaries' other debt, a change in control and certain other material
adverse changes in Dean Foods Company's and its subsidiaries' businesses. The
agreement does not contain any default triggers based on Dean Foods Company's
debt rating.

    Dean Foods Company is currently in compliance with all of the requirements
contained in its credit facility.

    Leases -- We lease certain property, plant and equipment used in our
operations under both capital and operating lease agreements. Such



                                       11
<PAGE>

leases, which are primarily for machinery and 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.

    Litigation, Investigations and Audits -- We and our subsidiaries are
parties, in the ordinary course of business, to certain other claims,
litigation, audits and investigations. We believe we have created adequate
reserves for any liability we may incur in connection with any such currently
pending or threatened matter. 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.

11. BUSINESS AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

    We currently have two reportable segments: Dairy Group and Specialty Foods.
Our Dairy Group segment manufactures and distributes fluid milk, ice cream and
novelties, half-and-half and whipping cream, sour cream, cottage cheese and
yogurt, as well as fruit juices and other flavored drinks and bottled water.
Specialty Foods processes and markets pickles, powdered products such as
non-dairy coffee creamers, and sauces and puddings.

     Prior to our acquisition by Dean Foods Company, we had an NRP segment. As a
result of the acquisition by Dean Foods Company, as discussed in Note 3, we no
longer have an NRP segment. Prior periods have been restated to reflect NRP as a
discontinued operation.

    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
consolidated financial statements contained in our Transitional Report on Form
10-KT for the period from May 28, 2001 to December 31, 2001. We evaluate
performance based on operating profit not including non-recurring gains and
losses and foreign exchange gains and losses.

    We do not allocate income taxes, management fees or unusual items to
segments. In addition, not all segments have significant non-cash items other
than depreciation and amortization in reported profit or loss.


<Table>
<Caption>
                                              SUCCESSOR        PREDECESSOR        SUCCESSOR        PREDECESSOR
                                             ------------      ------------      ------------      ------------
                                               THREE MONTHS ENDED JUNE 30,         SIX MONTHS ENDED JUNE 30,
                                                 2002              2001              2002              2001
                                             ------------      ------------      ------------      ------------
                                                                       (In thousands)
<S>                                          <C>               <C>               <C>               <C>
Net sales from external customers:
     Dairy Group .......................     $    817,003      $    861,481      $  1,612,274      $  1,669,898
     Specialty Foods ...................          177,364           188,399           338,578           371,123
                                             ------------      ------------      ------------      ------------
     Total .............................     $    994,367      $  1,049,880      $  1,950,852      $  2,041,021
                                             ============      ============      ============      ============
Operating income:
     Dairy Group .......................     $     67,984      $     34,394      $    123,970      $     66,792
     Specialty Foods ...................           25,367            13,122            46,154            28,648
     Corporate/Other ...................          (16,608)          (32,661)          (32,924)          (40,863)
                                             ------------      ------------      ------------      ------------
     Total .............................     $     76,743      $     14,855      $    137,200      $     54,577
                                             ============      ============      ============      ============
</Table>

<Table>
<Caption>
                                              SUCCESSOR       PREDECESSOR
                                                 2002             2001
                                             ------------     ------------
<S>                                          <C>              <C>
Assets at June 30:
     Dairy Group .......................     $  2,149,037     $  1,527,367
     Specialty Foods ...................          598,163          427,976
     National Refrigerated Products ....                           208,464
     Corporate/Other ...................          208,763          136,737
                                             ------------     ------------
     Total .............................     $  2,955,963     $  2,300,544
                                             ============     ============
</Table>

    Substantially all of our business is within the United States. Intersegment
sales are not material. We have no one customer within any segment which
represents greater than ten percent of our consolidated revenues.



                                       12
<PAGE>

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 fresh milk and other dairy products
in the United States, and a leader in the specialty foods industry. 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 7, 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:

<Table>
<Caption>
                                               SUCCESSOR             PREDECESSOR             SUCCESSOR             PREDECESSOR
                                          --------------------   --------------------   --------------------   --------------------
                                                  THREE MONTHS ENDED JUNE 30,                    SIX MONTHS ENDED JUNE 30,
                                                  2002                   2001                   2002                   2001
                                          --------------------   --------------------   --------------------   --------------------
                                            DOLLARS    PERCENT     DOLLARS    PERCENT     DOLLARS    PERCENT     DOLLARS    PERCENT
                                          -----------  -------   -----------  -------   -----------  -------   -----------  -------
                                                      (Dollars in thousands)                        (Dollars in thousands)
<S>                                       <C>          <C>       <C>          <C>       <C>          <C>       <C>          <C>
Net sales ..............................  $   994,367    100.0%  $ 1,049,880    100.0%  $ 1,950,852    100.0%  $ 2,041,021    100.0%
Cost of sales ..........................      745,951     75.0       824,299     78.5     1,475,396     75.6     1,592,992     78.0
                                          -----------  -------   -----------  -------   -----------  -------   -----------  -------
Gross profit ...........................      248,416     25.0       225,581     21.5       475,456     24.4       448,029     22.0
Operating expenses:
  Selling and distribution .............      132,082     13.3       146,360     13.9       266,091     13.6       289,198     14.2
  General and administrative ...........       38,240      3.9        58,355      5.6        69,147      3.6        92,903      4.6
  Amortization of intangibles ..........        1,351       .1         6,011       .6         3,018       .2        11,351       .5
                                          -----------  -------   -----------  -------   -----------  -------   -----------  -------
          Total operating expenses .....      171,673     17.3       210,726     20.1       338,256     17.4       393,452     19.3
                                          -----------  -------   -----------  -------   -----------  -------   -----------  -------

          Total operating income .......  $    76,743      7.7%  $    14,855      1.4%  $   137,200      7.0%  $    54,577      2.7%
                                          ===========  =======   ===========  =======   ===========  =======   ===========  =======
</Table>

    Financial information for all periods has been restated to reflect the
results of our former NRP segment as a discontinued operation.

    THREE MONTH PERIOD FROM APRIL 1, 2002 TO JUNE 30, 2002 COMPARED TO THREE
MONTH PERIOD FROM APRIL 1, 2001 TO JUNE 30, 2001

     Net Sales -- Net sales decreased 5.3% to $994.4 million during the three
month period ended June 30, 2002 from $1.050 billion in the three month period
ended June 30, 2001. Dairy Group sales decreased 5.2% in the three month period
ended June 30, 2002 to $817.0 million from $861.5 million in the three month
period ended June 30, 2001. The decrease is due primarily to a decrease in raw
milk costs compared to the prior year three month period; and also due to lower
ice cream volumes. Specialty Foods' net sales decreased 5.9% in the three month
period ended June 30, 2002 to $177.4 million from $188.4 million in the three
month period ended June 30, 2002 primarily due to softness in branded pickle
sales and overall softness in the food services industry.

     Cost of Sales -- Our cost of sales ratio was 75.0% for the three months
ended June 30, 2002 compared to 78.5% in the same period last year. The cost of
sales ratio for the Dairy Group decreased to 75.2% in the three months ended
June 30, 2002 from 78.3% in the same period 2001 due primarily to lower raw milk
costs. The cost of sales ratio for Specialty Foods' was 74.0% for the three
months ended June 30, 2002 compared to 79.3% in the same period last year, due
primarily to lower commodity prices and production synergies as the result of
the closing and shifting of production lines in the current quarter.

    Operating Costs and Expenses -- Our operating expense ratio was 17.3% in the
three month period ended June 30, 2002 compared to 20.1% in the three month
period ended June 30, 2001. These ratios were affected by:

    o   the implementation of SFAS No. 142 on January 1, 2002, which eliminated
        the amortization of goodwill and certain other intangible assets, and

    o   realized synergies from our acquisition by Dean Foods Company.

The operating expense ratio in the Dairy Group was 16.4% in the three month
period ended June 30, 2002 compared to 17.7% in the three month period ended
June 30, 2001. The decrease is due to realized synergies from our acquisition by
Dean Foods Company, including a reduction of expenses as a result of
streamlining operations under new regional management. The operating



                                       13
<PAGE>
expense ratio in the Specialty Foods segment was 11.7% in the three month period
ended June 30, 2002 compared to 13.7% in the three month period ended June 30,
2001. The decrease is due primarily to realized synergies as a result of the
acquisition by Dean Foods Company which included closing and realigning certain
production facilities.

     Operating Income -- Operating income in the three month period ended June
30, 2002 was $76.7 million, an increase of $61.8 million from the three month
period ended June 30, 2001 operating income of $14.9 million. Corporate expenses
decreased $16.1 million in the three month period ended June 30, 2002 to $16.6
million from $32.7 million in the three month period ended June 30, 2001,
primarily because the prior year amount includes $22.2 million for
merger-related costs. Excluding those costs, corporate expenses increased by
$6.1 million for the three months ended June 30, 2002, which is primarily the
result of the management fee charged to us by Dean Foods Company. Without this
fee, corporate expenses decreased by $2.9 million, as a result of the reduction
of corporate staff and shifting of corporate responsibilities to Dean Foods
Company as a result of our acquisition by Dean Foods Company. Operating margins
in the Dairy Group increased to 8.3% in the three month period ended June 30,
2002 from 4.0% in the three month period ended June 30, 2001. This improvement
was primarily due to lower raw milk costs during the 2002 period, and to
realized synergies from our acquisition by Dean Foods Company. Operating margins
in Specialty Foods increased to 14.3% in the three month period ended June 30,
2002 from 7.0% in the three month period ended June 30, 2001, due primarily to
realized merger synergies.

    Other (Income) Expense -- Total other expense in the three month period
ended June 30, 2002 decreased by $2.4 million from the same period last year.
For the three month period ended June 30, 2002 interest expense, net of interest
income, decreased $2.9 million to $14.2 million primarily due to the pay-off of
our former revolving line of credit by Dean Foods Company upon completion of our
acquisition by Dean Foods Company.

    Income Taxes -- Income tax expense (benefit) was recorded at an effective
rate of 38.1% for the three months ended June 30, 2002 compared to 32.1% for the
same period last year. The lower tax rate in 2001 is the result of adjusting
taxes to the expected annual tax rate.

    SIX MONTH PERIOD ENDED JUNE 30, 2002 COMPARED TO SIX MONTH PERIOD ENDED JUNE
30, 2001

    Net Sales -- Net sales decreased 4.4% to $1.951 billion during the six month
period ended June 30, 2002 from $2.041 billion in the six month period ended
June 30, 2001. Dairy Group sales decreased 3.5% in the six month period ended
June 30, 2002 to $1.612 billion from $1.670 billion in the six month period
ended June 30, 2001. The decrease was due to lower raw milk costs in 2002, and
to lower ice cream volumes. Specialty Foods' net sales decreased 8.8% in the six
month period ended June 30, 2002 to $338.6 million from $371.1 million in the
six month period ended June 30, 2002 primarily due to softness in branded pickle
sales and overall softness in the food services industry.

    Cost of Sales -- Our cost of sales ratio was 75.6% for the six months ended
June 30, 2002 compared to 78.0% in the same period last year. The cost of sales
ratio in the Dairy Group decreased to 75.6% for the six month period ended June
30, 2002 from 78.0% in the same period 2001 due primarily to lower raw milk
costs. The cost of sales ratio for Specialty Foods was 74.9% in the six months
ended June 30, 2002 compared to 78.2% in the same period last year due primarily
to lower commodity prices and production synergies as the result of the closing
and shifting of production lines in the current year.

    Operating Costs and Expenses -- Our operating expense ratio was 17.3% in the
six month period ended June 30, 2002 compared to 19.3% in the six month period
ended June 30, 2001. These ratios were affected by:

    o   the implementation of SFAS No. 142 on January 1, 2002, which eliminated
        the amortization of goodwill and certain other intangible assets, and

    o   realized synergies from our acquisition by Dean Foods Company.

    The operating expense ratio in the Dairy Group was 16.8% in the six month
period ended June 30, 2002 compared to 18.0% in the six month period ended June
30, 2001. The decrease is due primarily to realized synergies from our
acquisition by Dean Foods Company including a reduction of expenses as a result
of streamlining operations under new regional management. The operating expense
ratio in the Specialty Foods segment, was 11.5% in the six month period ended
June 30, 2002 compared to 14.1% in the six month period ended June 30, 2001 due
to favorable variances in raw materials and synergies recognized from our
acquisition by Dean Foods Company.

    Operating Income -- Operating income in the six month period ended June 30,
2002 was $137.2 million, an increase of 151.4% from the six month period ended
June 30, 2001 operating income of $54.6 million. Corporate expenses decreased
$8.0 million in the six month period ended June 30, 2002 to $32.9 million from
$40.9 million in the six month period ended June 30, 2001, primarily because the
prior year amount includes $22.2 million for merger-related costs. Excluding
those costs, corporate expenses increased by $14.2 million for the six months
ended June 30, 2002, which is primarily the result of the management fee charged
to us by Dean Foods Company. Without the management fee, corporate expenses
decreased by $5.1 million, primarily as a result of the reduction of corporate
staff and shifting of corporate responsibilities to Dean Foods Company as a
result of our acquisition by Dean Foods Company. Operating margins in the Dairy
Group increased to 7.7% in the six month period ended June 30, 2002 from 4.0% in
the six month period ended June 30, 2001. This improvement was primarily due to
lower raw milk costs during the 2002 period, and to realized synergies from our
acquisition by Dean Foods Company. Operating margins in Specialty Foods
increased to 13.6% in the six month period ended June 30, 2002 from 7.7% in the
six month period ended June 30, 2001, due primarily to realized merger
synergies.

    Other (Income) Expense -- Total other expense in the six month period ended
June 30, 2002 decreased by $7.2 million. For the six month period ended June 30,
2002 interest expense, net of interest income, decreased $7.1 million to $28.3
million primarily due to the pay-off of our former revolving line of credit by
Dean Foods Company upon completion of our acquisition by Dean Foods Company.



                                       14
<PAGE>

    Income Taxes -- Income tax expense was recorded at an effective rate of
38.5% for the six months ended June 30, 2002 compared to 38.8% for the same
period last year.



                                       15
<PAGE>

                                   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)

Date: August 14, 2002



                                       16