##### 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, 2004
|                                                     
|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                                                           |  | 75-2932967                          
|(State or other jurisdiction of incorporation or
    organization) |  | (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 þ          No o

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

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

|                                             |                                                                                                        |      |    |    | 
|-------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ---- | -- | -- | 
|                                             |                                                                                                        | Page
|                                             |                                                                                                        |     
|Part I 
    Financial Information           |                                                                                                        |      | 3  |   
|                                             | 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                                                                   |      |    | 23 | 
|Part II 
    Other Information              |                                                                                                        |      | 25 |   
|                                             | Item 6 
    Exhibits                                                                                  |      |    | 25 | 
|Certification of CEO Pursuant to Section 302
|Certification of CFO Pursuant to Section 302
|Certification of CEO Pursuant to Section 906
|Certification of CFO Pursuant to Section 906



-2-



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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,
|                                         |                                                       | 2004                       |           | 2003        
|                                         |                                                       |                            |           |             
|                                         |                                                       | (unaudited)                |           |             
|ASSETS                                   |                                                       |                            |           |              |           |  |           |          
|Current assets:                          |                                                       |                            |           |              |           |  |           |          
|                                         | Cash and cash equivalents                             |                            | $         | 6,417        |           |  | $         | 23,963    |          
|                                         | Accounts receivable, net                              |                            |           | 288,864      |           |  |           | 269,792   |          
|                                         | Inventories                                           |                            |           | 249,577      |           |  |           | 234,311   |          
|                                         | Deferred income taxes                                 |                            |           | 70,468       |           |  |           | 71,946    |          
|                                         | Prepaid expenses and other current assets             |                            |           | 21,804       |           |  |           | 16,047    |          
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total current assets       |           |              | 637,130   |  |           |           | 616,059   | 
|Property, plant and equipment, net       |                                                       |                            | 628,067   |              |           |  | 638,267   |          
|Goodwill                                 |                                                       |                            | 1,425,524 |              |           |  | 1,421,711 |          
|Identifiable intangible and other assets |                                                       |                            | 227,431   |              |           |  | 230,570   |          
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total                      |           | $            | 2,918,152 |  |           | $         | 2,906,607 | 
|                                         |                                                       |                            |           |              |           |  |           |          
|                                        
|LIABILITIES AND STOCKHOLDERS
    EQUITY |                                                       |                            |           |              |           |  |           |          
|Current liabilities:                     |                                                       |                            |           |              |           |  |           |          
|                                         | Accounts payable and accrued expenses                 |                            | $         | 344,396      |           |  | $         | 345,806   |          
|                                         | Income taxes payable                                  |                            |           | 5,419        |           |  |           | 37,475    |          
|                                         | Current portion of long-term debt                     |                            |           | 99,090       |           |  |           | 3,509     |          
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total current liabilities  |           |              | 448,905   |  |           |           | 386,790   | 
|Long-term debt                           |                                                       |                            | 754,192   |              |           |  | 794,062   |          
|Deferred income taxes                    |                                                       |                            | 230,731   |              |           |  | 212,889   |          
|Other long-term liabilities              |                                                       |                            | 146,664   |              |           |  | 174,044   |          
|Commitments and contingencies (Note 9)   |                                                       |                            |           |              |           |  |           |          
|Stockholders equity:                    |                                                       |                            |           |              |           |  |           |          
|                                         | Common stock, 1,000 shares issued and
    outstanding |                            |           |             |           |  |           |          |          
|                                         | Additional paid-in capital                            |                            |           | 1,391,912    |           |  |           | 1,369,392 |          
|                                         | Retained earnings                                     |                            |           | 405,902      |           |  |           | 310,529   |          
|                                         | Receivable from parent                                |                            |           | (450,421     | )         |  |           | (330,651  | )        
|                                         | Accumulated other comprehensive income                |                            |           | (9,733       | )         |  |           | (10,448   | )        
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total stockholders equity |           |              | 1,337,660 |  |           |           | 1,338,822 | 
|                                         |                                                       |                            |           |              |           |  |           |          
|                                         |                                                       | Total                      |           | $            | 2,918,152 |  |           | $         | 2,906,607 | 
|                                         |                                                       |                            |           |              |           |  |           |          

See Notes to Condensed Consolidated Financial
Statements.

-3-



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##### Table of Contents



DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF
INCOME


(In thousands)


|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |         |         | 
|----------------------------- | ---------------------------------------- | ---------------------------------- | --------- | ----------------- | ------- | ---- | ------- | ------- | ------- | - | --------- | ------- | ------- | - | --------- | ------- | ------- | 
|                              |                                          |                                    |           |                  
|                              |                                          | Three Months Ended                 |           | Nine Months Ended
|                              |                                          | September 30                       |           | September 30     
|                              |                                          |                                    |           |                  
|                              |                                          | 2004                               |           | 2003              |         | 2004 |         | 2003   
|                              |                                          |                                    |           |                   |         |      |         |        
|                              |                                          |                                    |           |                  
|                              |                                          | (unaudited)                        |           | (unaudited)      
|Net sales                     |                                          | $                                  | 1,103,722 |                   |         | $    | 979,867 |         |         | $ | 3,222,705 |         |         | $ | 2,848,368 |        
|Cost of sales                 |                                          |                                    | 863,551   |                   |         |      | 738,050 |         |         |   | 2,487,242 |         |         |   | 2,126,809 |        
|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Gross profit                  |                                          |                                    | 240,171   |                   |         |      | 241,817 |         |         |   | 735,463   |         |         |   | 721,559   |        
|Operating costs and expenses: |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              | Selling and distribution                 |                                    |           | 145,405           |         |      |         | 128,683 |         |   |           | 426,793 |         |   |           | 386,675 |        
|                              | General and administrative               |                                    |           | 33,171            |         |      |         | 34,887  |         |   |           | 100,546 |         |   |           | 97,314  |        
|                              | Amortization expense                     |                                    |           | 691               |         |      |         | 628     |         |   |           | 1,952   |         |   |           | 2,411   |        
|                              | Facility closing and reorganization cost |                                    |           | 10,421            |         |      |         | 462     |         |   |           | 13,103  |         |   |           | 987     |        
|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              |                                          | Total operating costs and expenses |           |                   | 189,688 |      |         |         | 164,660 |   |           |         | 542,394 |   |           |         | 487,387 | 
|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Operating income              |                                          |                                    | 50,483    |                   |         |      | 77,157  |         |         |   | 193,069   |         |         |   | 234,172   |        
|Other (income) expense:       |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              | Interest expense, net                    |                                    |           | 13,999            |         |      |         | 13,934  |         |   |           | 41,597  |         |   |           | 41,240  |        
|                              | Other income, net                        |                                    |           | (93               | )       |      |         | (481    | )       |   |           | (1,575  | )       |   |           | (1,178  | )      
|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|                              |                                          | Total other (income) expense       |           |                   | 13,906  |      |         |         | 13,453  |   |           |         | 40,022  |   |           |         | 40,062  | 
|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Income before income taxes    |                                          |                                    | 36,577    |                   |         |      | 63,704  |         |         |   | 153,047   |         |         |   | 194,110   |        
|Income taxes                  |                                          |                                    | 13,511    |                   |         |      | 22,668  |         |         |   | 57,674    |         |         |   | 72,504    |        
|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        
|Net income                    |                                          | $                                  | 23,066    |                   |         | $    | 41,036  |         |         | $ | 95,373    |         |         | $ | 121,606   |        
|                              |                                          |                                    |           |                   |         |      |         |         |         |   |           |         |         |   |           |        

See Notes to Condensed Consolidated Financial
Statements.

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##### Table of Contents



DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(In thousands)


|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |         |        |         |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------- | ------ | ------- | ------- | ------- | ------ | ------- | ------- | -
|                                               |                                                                                       |                                                                      
|                                               |                                                                                       | Nine Months Ended                                                    
|                                               |                                                                                       | September 30                                                         
|                                               |                                                                                       |                                                                      
|                                               |                                                                                       | 2004                                                                  |                                                              | 2003                                     
|                                               |                                                                                       |                                                                       |                                                              |                                          
|                                               |                                                                                       |                                                                      
|                                               |                                                                                       | (unaudited)                                                          
|Cash Flows From Operating Activities           |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               | Net Income                                                                            |                                                                       | $                                                            | 95,373                                    |        |         | $       | 121,606 |       
|                                               | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                       |                                                              |                                           |        |         |         |         |       
|                                               |                                                                                       | Depreciation and amortization                                         |                                                              |                                           | 63,029 |         |         |         | 54,860 |        
|                                               |                                                                                       | Gain on disposition of assets                                         |                                                              |                                           | (1,607 | )       |         |         | (145   | )      
|                                               |                                                                                       | Write-down of impaired assets                                         |                                                              |                                           | 8,308  |         |         |         |       |        
|                                               |                                                                                       | Deferred income taxes                                                 |                                                              |                                           | 19,320 |         |         |         | 67,120 |        
|                                               |                                                                                       | Other, net                                                            |                                                              |                                           | 170    |         |         |         | (618   | )      
|                                               |                                                                                       | Changes in operating assets and liabilities, net
    of acquisitions: |                                                              |                                           |        |         |         |         |        |        
|                                               |                                                                                       |                                                                       | Accounts receivable                                          |                                           |        | (7,912  | )       |         |        | (6,053  | )      
|                                               |                                                                                       |                                                                       | Inventories                                                  |                                           |        | (13,587 | )       |         |        | (39,906 | )      
|                                               |                                                                                       |                                                                       | Prepaid expenses and other assets                            |                                           |        | 2,316   |         |         |        | 3,876   |        
|                                               |                                                                                       |                                                                       | Accounts payable, accrued expenses and other
    liabilities |                                           |        | (39,820 | )       |         |        | (35,847 | )      
|                                               |                                                                                       |                                                                       | Income taxes payable                                         |                                           |        | (16,268 | )       |         |        | (23,410 | )      
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               |                                                                                       |                                                                       |                                                              | Net cash provided by operating activities |        |         | 109,322 |         |        |         | 141,483 |  
|Cash Flows From Investing Activities           |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               | Net additions to property, plant and equipment                                        |                                                                       |                                                              | (58,935                                   | )      |         |         | (63,580 | )     
|                                               | Cash outflows for acquisitions                                                        |                                                                       |                                                              | (26,472                                   | )      |         |         | (1,187  | )     
|                                               | Proceeds from sale of fixed assets                                                    |                                                                       |                                                              | 3,668                                     |        |         |         | 2,444   |       
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               |                                                                                       |                                                                       |                                                              | Net cash used in investing activities     |        |         | (81,739 | )       |        |         | (62,323 | )
|Cash Flows From Financing Activities           |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               | Proceeds from issuance of debt                                                        |                                                                       |                                                              | 63,821                                    |        |         |         |        |       
|                                               | Repayment of debt                                                                     |                                                                       |                                                              | (11,700                                   | )      |         |         | (5,071  | )     
|                                               | Additional investment from parent                                                     |                                                                       |                                                              | 22,520                                    |        |         |         |        |       
|                                               | Distribution to parent                                                                |                                                                       |                                                              | (119,770                                  | )      |         |         | (91,076 | )     
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               |                                                                                       |                                                                       |                                                              | Net cash used in financing activities     |        |         | (45,129 | )       |        |         | (96,147 | )
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|Decrease in cash and cash equivalents          |                                                                                       |                                                                       | (17,546                                                      | )                                         |        |         | (16,987 | )      
|Cash and cash equivalents, beginning of period |                                                                                       |                                                                       | 23,963                                                       |                                           |        |         | 27,831  |        
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|Cash and cash equivalents, end of period       |                                                                                       | $                                                                     | 6,417                                                        |                                           |        | $       | 10,844  |        
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        

See Notes to Condensed Consolidated Financial
Statements.

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##### Table of Contents



DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


September 30, 2004

(unaudited)




|   |        
|-- | -------
|1. | General

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-K for
the year ended December 31, 2003. 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 2003 Consolidated Financial Statements to the current
classifications. Certain information and 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 September 30,
2004 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 2003
Consolidated Financial Statements and notes thereto contained in
our Annual Report on Form 10-K (filed with the Securities
and Exchange Commission on March 30, 2004).

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, a portion of which is then allocated to us. Dean
Foods Company charged us management fees of $10 million and
$9.3 million for the third quarter of 2004 and 2003,
respectively, and $30.1 million and $27.8 million for
the first nine months of 2004 and 2003, respectively. 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 December
2003, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 132 (revised 2003),
Employers Disclosures about Pensions and Other
Postretirement Benefits in an attempt to improve financial
statement disclosures regarding defined benefit plans. This
standard requires that companies provide more details about
their plan assets, benefit obligations, cash flows, benefit
costs and other relevant information. In addition to expanded
annual disclosures, we are required to report the various
elements of pension and other postretirement benefit costs on a
quarterly basis. SFAS No. 132 (revised 2003) is
effective for fiscal years ending after December 15, 2003,
and for quarters beginning after December 15, 2003. The
expanded disclosure requirements are included in this report.

On December 8, 2003, the Medicare
Prescription Drug, Improvement and Modernization Act of 2003
(the Act) was signed into law. The Act introduces a
prescription drug benefit under Medicare Part D, as well as a
federal subsidy to sponsors of retiree health care benefit plans
that provide a benefit that is at least actuarially equivalent
to Medicare Part D. In April 2004, the FASB issued Staff
Position (FSP) No. SFAS 106-2 to address
the accounting and disclosure requirements related to the Act.
The FSP is effective for interim or annual periods beginning
after September 15, 2004. Substantially all of our
postretirement benefits terminate at age 65. Therefore, the
FSP will have no material affect on our Condensed Consolidated
Financial Statements.

Shipping and Handling
Fees Our shipping and
handling costs are included in both costs of sales and selling
and distribution expense, depending on the nature of the cost.
Shipping and handling costs included in cost of sales include
inventory warehouse costs, product loading and handling costs
and costs

-6-



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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


associated with transporting finished products
from our manufacturing facilities to our own distribution
warehouses. 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, and the cost of shipping
products to customers through third party carriers. Shipping and
handling costs that were recorded as a component of selling and
distribution expense were approximately $111.7 million and
$96.9 million in the third quarter of 2004 and 2003,
respectively, and $327.2 million and $286.2 million
during the first nine months of 2004 and 2003, respectively.



|   |            
|-- | -----------
|2. | Acquisition

On January 26, 2004, the Dairy Group
acquired Ross Swiss Dairies, a dairy distributor based in Los
Angeles, California, which had net sales of approximately
$120 million in 2003. As a result of this acquisition, we
have increased the distribution capability of our Dairy Group in
southern California, allowing us to better serve our customers.
Ross Swiss Dairies has historically purchased a significant
portion of its products from other processors. Now the majority
of products distributed by Ross Swiss Dairies are manufactured
in our southern California plants. We paid approximately
$21.8 million, including transaction costs, for the
purchase of Ross Swiss Dairies and funded the purchase price
with borrowings under Dean Foods Companys
receivables-backed facility.

We have not completed the final allocation of
purchase price to the fair values of assets and liabilities
acquired in 2004 and late 2003, or 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
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 allocation, such difference would adjust the
amounts allocated to the assets and liabilities and would change
the amounts allocated to goodwill.



|   |            
|-- | -----------
|3. | Inventories

|                           |       |                |         |              |  |   |         |         | 
|-------------------------- | ----- | -------------- | ------- | ------------ |  | - | ------- | ------- | 
|                           |       | September 30,  |         | December 31,
|                           |       | 2004           |         | 2003        
|                           |       |                |         |             
|                           |       |               
|                           |       | (In thousands)
|Raw materials and supplies |       | $              | 75,528  |              |  | $ | 71,331  |        
|Finished goods             |       |                | 174,049 |              |  |   | 162,980 |        
|                           |       |                |         |              |  |   |         |        
|                           | Total |                | $       | 249,577      |  |   | $       | 234,311 | 
|                           |       |                |         |              |  |   |         |        

Approximately $113.6 million and
$97.6 million of our inventory was accounted for under the
last-in, first-out (LIFO) method of accounting at
September 30, 2004 and December 31, 2003,
respectively. Our LIFO reserve was $2 million and
$1.4 million at September 30, 2004 and
December 31, 2003, respectively.

-7-



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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|   |                  
|-- | -----------------
|4. | Intangible Assets

Changes in the carrying amount of goodwill for
the nine months ended September 30, 2004 are as follows:

|                                  |  |                |           |           |  |       |         |   |  |   |           |  
|--------------------------------- |  | -------------- | --------- | --------- |  | ----- | ------- | - |  | - | --------- | -
|                                  |  |                |           | Specialty |  |      
|                                  |  |                |           | Foods     |  |      
|                                  |  | Dairy Group    |           | Group     |  | Total
|                                  |  |                |           |           |  |      
|                                  |  |               
|                                  |  | (In thousands)
|Balance at January 1, 2004        |  | $              | 1,109,921 |           |  | $     | 311,790 |   |  | $ | 1,421,711 |  
|Acquisitions                      |  |                | 22,363    |           |  |       |        |   |  |   | 22,363    |  
|Purchasing accounting adjustments |  |                | (12,597   | )         |  |       | (5,953  | ) |  |   | (18,550   | )
|                                  |  |                |           |           |  |       |         |   |  |   |           |  
|Balance at September 30, 2004     |  | $              | 1,119,687 |           |  | $     | 305,837 |   |  | $ | 1,425,524 |  
|                                  |  |                |           |           |  |       |         |   |  |   |           |  

The gross carrying amount and accumulated
amortization of our intangible assets other than goodwill as of
September 30, 2004 and December 31, 2003 are as
follows:

|                                         |                  |                    |         |                   |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |         | 
|---------------------------------------- | ---------------- | ------------------ | ------- | ----------------- |  | -------- | ------ | -------- | - | ------------ | ------- | -------- |  | - | ------- | ------- |  | - | ------ | ------ | - | - | ------- | ------- | 
|                                         |                  |                    |         |                  
|                                         |                  | September 30, 2004 |         | December 31, 2003
|                                         |                  |                    |         |                  
|                                         |                  | Gross              |         |                   |  | Net      |        | Gross    |   |              |         | Net     
|                                         |                  | Carrying           |         | Accumulated       |  | Carrying |        | Carrying |   | Accumulated  |         | Carrying
|                                         |                  | Amount             |         | Amortization      |  | Amount   |        | Amount   |   | Amortization |         | Amount  
|                                         |                  |                    |         |                   |  |          |        |          |   |              |         |         
|                                         |                  |                   
|                                         |                  | (In thousands)    
|Intangible assets with indefinite lives: |                  |                    |         |                   |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|                                         | Trademarks       |                    | $       | 190,010           |  |          | $      |         |   |              | $       | 190,010  |  |   | $       | 190,010 |  |   | $      |       |   |   | $       | 190,010 | 
|Intangible assets with finite lives:     |                  |                    |         |                   |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|                                         | Customer-related |                    |         | 31,179            |  |          |        | (8,974   | ) |              |         | 22,205   |  |   |         | 28,455  |  |   |        | (6,514 | ) |   |         | 21,941  | 
|                                         |                  |                    |         |                   |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|Total                                    |                  | $                  | 221,189 |                   |  | $        | (8,974 | )        |   | $            | 212,215 |          |  | $ | 218,465 |         |  | $ | (6,514 | )      |   | $ | 211,951 |        
|                                         |                  |                    |         |                   |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        

Amortization expense on intangible assets for the
three months ended September 30, 2004 and 2003 was
$0.8 million for both periods and $2.4 million and
$2.9 million for the nine months ended September 30,
2004 and 2003, respectively. Estimated aggregate intangible
asset amortization expense for the next five years is as follows:

|     |  |   |             | 
|---- |  | - | ----------- | 
|2005 |  | $ | 3.6 million | 
|2006 |  |   | 3.6 million | 
|2007 |  |   | 3.4 million | 
|2008 |  |   | 3.4 million | 
|2009 |  |   | 3.4 million | 

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|   |               
|-- | --------------
|5. | Long-Term Debt

|                                           |                      |                        |         |                   |         |             |       |          |  |   |         |        |         |  |           |   |  | 
|------------------------------------------ | -------------------- | ---------------------- | ------- | ----------------- | ------- | ----------- | ----- | -------- |  | - | ------- | ------ | ------- |  | --------- | - |  | 
|                                           |                      |                        |         |                  
|                                           |                      | September 30, 2004     |         | December 31, 2003
|                                           |                      |                        |         |                  
|                                           |                      | Amount                 |         | Interest          |         | Amount      |       | Interest
|                                           |                      | Outstanding            |         | Rate              |         | Outstanding |       | Rate    
|                                           |                      |                        |         |                   |         |             |       |         
|                                           |                      |                       
|                                           |                      | (Dollars in thousands)
|$100 million senior notes maturing in 2005 |                      | $                      | 98,973  |                   |         |             | 6.750 | %        |  | $ | 98,006  |        |         |  | 6.750     | %
|$250 million senior notes maturing in 2007 |                      |                        | 250,329 |                   |         |             | 8.150 |          |  |   | 250,402 |        |         |  | 8.150     |  
|$200 million senior notes maturing in 2009 |                      |                        | 187,489 |                   |         |             | 6.625 |          |  |   | 186,070 |        |         |  | 6.625     |  
|$150 million senior notes maturing in 2017 |                      |                        | 126,865 |                   |         |             | 6.900 |          |  |   | 126,185 |        |         |  | 6.900     |  
|Receivables-backed facility                |                      |                        | 189,132 |                   |         |             | 2.140 |          |  |   | 125,174 |        |         |  | 1.838     |  
|Industrial development revenue bonds       |                      |                        |        |                   |         |             |       |          |  |   | 11,700  |        |         |  | 1.35-1.40 |  
|Capital lease obligations and other        |                      |                        | 494     |                   |         |             |       |          |  |   | 34      |        |         |  |           |  
|                                           |                      |                        |         |                   |         |             |       |          |  |   |         |        |         |  |           |  
|                                           |                      |                        | 853,282 |                   |         |             |       |          |  |   | 797,571 |        |         |  |           |  
|                                           | Less current portion |                        |         | (99,090           | )       |             |       |          |  |   |         | (3,509 | )       |  |           |   | 
|                                           |                      |                        |         |                   |         |             |       |          |  |   |         |        |         |  |           |  
|                                           |                      | Total                  |         | $                 | 754,192 |             |       |          |  |   |         | $      | 794,062 |  |           |   |  | 
|                                           |                      |                        |         |                   |         |             |       |          |  |   |         |        |         |  |           |  

Senior
Notes We had
$700 million (face value) of senior notes outstanding at
September 30, 2004. 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 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
Condensed Consolidated Financial Statements.

Receivables-Backed
Facility We participate in
Dean Foods Companys $500 million receivables
securitization facility. Certain of our subsidiaries sell their
accounts receivable to wholly-owned special purpose entities
intended to be bankruptcy-remote. The special purpose entities
then transfer the receivables to third-party asset-backed
commercial paper conduits sponsored by major financial
institutions. The assets and liabilities of these special
purpose entities are fully reflected on our balance sheet, and
the securitization is treated as a borrowing for accounting
purposes. The receivables-backed facility bears interest at a
variable rate based on the commercial paper yield, as defined in
the agreement.

Industrial Development Revenue
Bond During 2004, we
repaid the remaining principal balances of our outstanding
industrial development bonds, which had an aggregate outstanding
principal balance of $11.7 million at December 31,
2003.

Capital Lease Obligations and
Other Capital lease
obligations and other subsidiary debt 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.



|   |                     
|-- | --------------------
|6. | Comprehensive Income

Comprehensive income consists of net income plus
all other changes in equity from non-owner sources. Consolidated
comprehensive income was $23.2 million and
$96.1 million for the third quarter and

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


first nine months of 2004, respectively. The
amounts of income tax benefit allocated to each component of
other comprehensive income during the nine months ended
September 30, 2004 are included below.

|                                                               |                                                             |                |         |         |  |        |       |   |  |   |         |     | 
|-------------------------------------------------------------- | ----------------------------------------------------------- | -------------- | ------- | ------- |  | ------ | ----- | - |  | - | ------- | --- | 
|                                                               |                                                             | Pre-Tax        |         |         |  |       
|                                                               |                                                             | Income         |         | Tax     |  | Net   
|                                                               |                                                             | (Loss)         |         | Benefit |  | Amount
|                                                               |                                                             |                |         |         |  |       
|                                                               |                                                             |               
|                                                               |                                                             | (In thousands)
|Accumulated other comprehensive income,
    December 31, 2003  |                                                             | $              | (15,906 | )       |  | $      | 5,458 |   |  | $ | (10,448 | )  
|                                                               | Cumulative translation adjustment arising during
    period |                |         | 715     |  |        |       |  |  |   |         | 715 | 
|                                                               |                                                             |                |         |         |  |        |       |   |  |   |         |    
|Accumulated other comprehensive income,
    September 30, 2004 |                                                             | $              | (15,191 | )       |  | $      | 5,458 |   |  | $ | (9,733  | )  
|                                                               |                                                             |                |         |         |  |        |       |   |  |   |         |    



|   |                                                    
|-- | ---------------------------------------------------
|7. | Employee Retirement and Postretirement
    Benefits

Defined Benefit
Plans The benefits under
our defined benefit plans are based on years of service and
employee compensation.

|                               |                                |                |       |              |   |      |       |        |   |   |       |        |   |   |       |        |  
|------------------------------ | ------------------------------ | -------------- | ----- | ------------ | - | ---- | ----- | ------ | - | - | ----- | ------ | - | - | ----- | ------ | -
|                               |                                |                |       |             
|                               |                                | Three Months   |       | Nine Months 
|                               |                                | Ended          |       | Ended       
|                               |                                | September 30   |       | September 30
|                               |                                |                |       |             
|                               |                                | 2004           |       | 2003         |   | 2004 |       | 2003  
|                               |                                |                |       |              |   |      |       |       
|                               |                                |               
|                               |                                | (In thousands)
|Components of net period cost: |                                |                |       |              |   |      |       |        |   |   |       |        |   |   |       |       
|                               | Service cost                   |                | $     | 282          |   |      | $     | 251    |   |   | $     | 846    |   |   | $     | 753    |  
|                               | Interest cost                  |                |       | 2,724        |   |      |       | 2,628  |   |   |       | 8,172  |   |   |       | 7,884  |  
|                               | Expected return on plan assets |                |       | (1,699       | ) |      |       | (1,255 | ) |   |       | (5,097 | ) |   |       | (3,765 | )
|Amortizations:                 |                                |                |       |              |   |      |       |        |   |   |       |        |   |   |       |       
|                               | Prior service cost             |                |       | 126          |   |      |       | 125    |   |   |       | 378    |   |   |       | 375    |  
|                               | Unrecognized net loss          |                |       | 75           |   |      |       | 54     |   |   |       | 225    |   |   |       | 162    |  
|                               | Effect of settlement           |                |       | 225          |   |      |       |       |   |   |       | 675    |   |   |       |       |  
|                               |                                |                |       |              |   |      |       |        |   |   |       |        |   |   |       |       
|Net period benefit cost        |                                | $              | 1,733 |              |   | $    | 1,803 |        |   | $ | 5,199 |        |   | $ | 5,409 |       
|                               |                                |                |       |              |   |      |       |        |   |   |       |        |   |   |       |       

We expect to contribute $30.6 million to our
pension plans during 2004.

Postretirement
Benefits Certain of our
subsidiaries provide healthcare benefits to certain retirees who
are covered under specific group contracts.

|                               |                       |                |     |              |  |      |     |      |  |   |       |     |  |   |       |     | 
|------------------------------ | --------------------- | -------------- | --- | ------------ |  | ---- | --- | ---- |  | - | ----- | --- |  | - | ----- | --- | 
|                               |                       |                |     |             
|                               |                       | Three Months   |     | Nine Months 
|                               |                       | Ended          |     | Ended       
|                               |                       | September 30   |     | September 30
|                               |                       |                |     |             
|                               |                       | 2004           |     | 2003         |  | 2004 |     | 2003
|                               |                       |                |     |              |  |      |     |     
|                               |                       |               
|                               |                       | (In thousands)
|Components of net period cost: |                       |                |     |              |  |      |     |      |  |   |       |     |  |   |       |    
|                               | Service cost          |                | $   | 241          |  |      | $   | 245  |  |   | $     | 723 |  |   | $     | 735 | 
|                               | Interest cost         |                |     | 232          |  |      |     | 170  |  |   |       | 696 |  |   |       | 510 | 
|Amortizations:                 |                       |                |     |              |  |      |     |      |  |   |       |     |  |   |       |    
|                               | Unrecognized net loss |                |     | 68           |  |      |     | 21   |  |   |       | 204 |  |   |       | 63  | 
|                               |                       |                |     |              |  |      |     |      |  |   |       |     |  |   |       |    
|Net period benefit cost        |                       | $              | 541 |              |  | $    | 436 |      |  | $ | 1,623 |     |  | $ | 1,308 |    
|                               |                       |                |     |              |  |      |     |      |  |   |       |     |  |   |       |    

We expect to contribute $2 million to our
postretirement health plans during 2004.

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|   |                                              
|-- | ---------------------------------------------
|8. | Facility Closing and Reorganization
    Costs

Facility Closing and Reorganization
Costs As part of our
continued rationalization and cost reduction program, we
recorded net costs of $13.1 million and $1 million
during the first nine months of 2004 and 2003, respectively.

The charges recorded during the first nine months
of 2004 are primarily related to exiting the nutritional
beverages business operated by our Specialty Foods Group
segment, including closure of a manufacturing facility in Benton
Harbor, Michigan. We also closed Dairy Group manufacturing
facilities in San Leandro and South Gate, California. 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. We expect to incur additional charges of
approximately $3 million related to shutdown and other
costs. Approximately $2 million and $1 million of
these additional charges are expected to be completed by
December 2004 and December 2005, respectively.

The principal components of our continued
rationalization and cost reduction program include the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Workforce reductions as a result of facility
    closings, facility reorganizations and consolidation of
    administrative functions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Shutdown costs, including those costs that are
    necessary to prepare abandoned facilities for closure;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Costs incurred after shutdown such as lease
    obligations or termination costs, utilities and property
    taxes; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Write-downs of property, plant and equipment and
    other assets, primarily for asset impairments as a result of
    facilities that are no longer used in operations. The
    impairments relate primarily to owned buildings, land and
    equipment at the facilities which are written down to their
    estimated fair value and held for sale. The effect of suspending
    depreciation on the buildings and equipment related to the
    closed facilities was not significant. The carrying value of
    closed facilities at September 30, 2004 was approximately
    $6.4 million. We are marketing these properties for sale.

Activity with respect to facility closing and
reorganization costs is summarized below:

|                 |                                  |                |   |                    |  |               |   |       |        |  |   |        |   |  |   |       |  | 
|---------------- | -------------------------------- | -------------- | - | ------------------ |  | ------------- | - | ----- | ------ |  | - | ------ | - |  | - | ----- |  | 
|                 |                                  |                |   |                    |  |              
|                 |                                  | Accrued        |   | Nine Months Ended  |  | Accrued      
|                 |                                  | Charges at     |   | September 30, 2004 |  | Charges at   
|                 |                                  | December 31,   |   |                    |  | September 30,
|                 |                                  | 2003           |   | Charges            |  | Payments      |   | 2004 
|                 |                                  |                |   |                    |  |               |   |      
|                 |                                  |               
|                 |                                  | (In thousands)
|Cash charges:    |                                  |                |   |                    |  |               |   |       |        |  |   |        |   |  |   |      
|                 | Workforce reduction costs        |                | $ | 3,547              |  |               | $ | 1,065 |        |  | $ | (2,672 | ) |  | $ | 1,940 | 
|                 | Shutdown costs                   |                |   |                   |  |               |   | 2,015 |        |  |   | (2,015 | ) |  |   |      | 
|                 | Lease obligations after shutdown |                |   |                   |  |               |   | 371   |        |  |   | (224   | ) |  |   | 147   | 
|                 | Other                            |                |   |                   |  |               |   | 1,344 |        |  |   | (1,299 | ) |  |   | 45    | 
|                 |                                  |                |   |                    |  |               |   |       |        |  |   |        |   |  |   |      
|                 | Subtotal                         |                | $ | 3,547              |  |               |   | 4,795 |        |  | $ | (6,210 | ) |  | $ | 2,132 | 
|                 |                                  |                |   |                    |  |               |   |       |        |  |   |        |   |  |   |      
|Noncash charges: |                                  |                |   |                    |  |               |   |       |        |  |   |        |   |  |   |      
|                 | Write-down of assets             |                |   |                    |  |               |   | 8,308 |        |  |   |        |   |  |   |       | 
|                 |                                  |                |   |                    |  |               |   |       |        |  |   |        |   |  |   |      
|                 |                                  | Total charges  |   |                    |  |               |   | $     | 13,103 |  |   |        |   |  |   |       |  | 
|                 |                                  |                |   |                    |  |               |   |       |        |  |   |        |   |  |   |      

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Transaction Closing Costs As part of our acquisition by Dean
Foods Company, we accrued costs in 2002 pursuant to a plan to
exit certain activities and businesses in order to rationalize
production and reduce costs and inefficiencies. As part of this
plan we closed two Specialty Foods Group plants in Atkins,
Arkansas and Cairo, Georgia, and one Dairy Group plant in
Escondido, California. 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 facility
    closings, facility reorganizations and consolidation of
    administrative functions and offices;
|
| |  | Shutdown costs, including those costs that are
    necessary to clean and prepare the abandoned facilities for
    closure; and                   
|
| |  | Costs incurred after shutdown such as lease
    obligations or termination costs, utilities and property taxes
    after shutdown of the facility.

During 2004 we recorded certain adjustments to
reduce the liability by approximately $1.7 million related
to the closures in our Specialty Foods Group segment. These
adjustments also reduced goodwill.

Activity with respect to these liabilities for
the first nine months of 2004 is summarized below:

|                          |       |                |       |                    |  |               |      |      |   |   |        |        |   |   |       |       | 
|------------------------- | ----- | -------------- | ----- | ------------------ |  | ------------- | ---- | ---- | - | - | ------ | ------ | - | - | ----- | ----- | 
|                          |       |                |       |                    |  |              
|                          |       | Accrued        |       | Nine Months Ended  |  | Accrued      
|                          |       | Charges at     |       | September 30, 2004 |  | Charges at   
|                          |       | December 31,   |       |                    |  | September 30,
|                          |       | 2003           |       | Payments           |  | Adjustments   |      | 2004
|                          |       |                |       |                    |  |               |      |     
|                          |       |               
|                          |       | (In thousands)
|Workforce reduction costs |       | $              | 2,181 |                    |  | $             | (282 | )    |   | $ | (459   | )      |   | $ | 1,440 |      
|Shutdown costs            |       |                | 4,064 |                    |  |               | (598 | )    |   |   | (1,245 | )      |   |   | 2,221 |      
|                          |       |                |       |                    |  |               |      |      |   |   |        |        |   |   |       |      
|                          | Total |                | $     | 6,245              |  |               | $    | (880 | ) |   | $      | (1,704 | ) |   | $     | 3,661 | 
|                          |       |                |       |                    |  |               |      |      |   |   |        |        |   |   |       |      



|   |                              
|-- | -----------------------------
|9. | Commitments and Contingencies

Leases
We lease certain property, plant and equipment used in our
operations under both capital and 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. At
September 30, 2004 the senior credit facility provided for
a $1.5 billion revolving credit facility and a
$1.5 billion term loan. At September 30, 2004 there
were outstanding term loan borrowings of $1.5 billion under
the senior credit facility, and $640.9 million outstanding
under the revolving line of credit. Letters of credit in the
aggregate amount of $101.2 million were issued but undrawn.
At September 30, 2004 approximately $757.9 million was
available for future borrowings under Dean Foods Companys
revolving credit facility.

-12-



---



##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Principal payments are required on Dean Foods
Companys term loan as follows:



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | $56.25 million quarterly beginning on
    December 31, 2006 through September 30, 2008;
|
| |  | $262.5 million quarterly on
    December 31, 2008 through June 30, 2009; and           
|
| |  | A final payment of $262.5 million on the
    maturity date of August 13, 2009.         

No principal payments are due on the
$1.5 billion revolving credit facility until maturity on
August 13, 2009.

Dean Foods Companys credit agreement also
requires mandatory principal prepayments upon the occurrence of
certain asset dispositions or recovery events.

The senior credit facility contains various
financial and other restrictive covenants and requires that Dean
Foods Company maintain certain financial ratios, including a
leverage and interest coverage ratio. Dean Foods Company is
currently in compliance with all covenants contained in its
credit agreement.

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

Insurance
We retain selected levels of property and casualty risks,
primarily related to employee healthcare, workers
compensation claims and other casualty losses. Many of these
potential losses are covered under conventional insurance
programs with third party carriers with high deductible limits.
In other areas, we are self-insured with stop-loss coverages.
These deductibles range from $350,000 for medical claims to
$2 million for casualty claims. We believe we have
established adequate reserves to cover these claims.

Litigation, Investigations and
Audits We and our
subsidiaries are parties from time to time to certain other
claims, litigation, audits and investigations. We believe that
we have established adequate reserves to satisfy any potential
liability we may have under all such claims, litigations, audits
and investigations that are currently pending. 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.



|    |                                                            
|--- | -----------------------------------------------------------
|10. | Business and Geographic Information and Major
    Customers

We currently have two reportable segments: the
Dairy Group and the Specialty Foods Group.

Our Dairy Group is our largest segment. It
manufactures, markets and distributes a wide variety of
dairy case products, such as milk, cream, ice cream,
cultured dairy products and juices to retailers, distributors,
foodservice outlets, schools and governmental entities across
the United States, under customer labels and under our local and
regional brands.

Our Specialty Foods Group is the nations
leading private label pickle processor, and one of the largest
manufacturers and sellers of powdered non-dairy coffee creamers
in the United States. The Specialty Foods Group also
manufactures and sells a variety of specialty foods, such as
powdered ingredients, aseptic sauces and nutritional beverages.
On September 7, 2004 we announced our plan to exit the
nutritional beverages business. We expect to cease nutritional
beverages production by December 2004.

-13-



---



##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


We evaluate the performance of our segments based
on operating profit or loss before gains and losses on the sale
of assets, facility closing and reorganization costs and foreign
exchange gains and losses. Therefore, the measure of segment
profit or loss presented below is before such items.

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 2003 Consolidated
Financial Statements contained in our 2003 Annual Report on
Form 10-K.

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     
|                                 |                                           |                    |        |                  
|                                 |                                           | 2004               |        | 2003              |           | 2004 |        | 2003   
|                                 |                                           |                    |        |                   |           |      |        |        
|                                 |                                           |                   
|                                 |                                           | (In thousands)    
|Net sales to external customers: |                                           |                    |        |                   |           |      |        |         |         |  |         |           |           |  |         |          
|                                 | Dairy Group                               |                    | $      | 940,934           |           |      | $      | 814,119 |         |  | $       | 2,720,266 |           |  | $       | 2,344,006 |          
|                                 | Specialty Foods Group                     |                    |        | 162,788           |           |      |        | 165,748 |         |  |         | 502,439   |           |  |         | 504,362   |          
|                                 |                                           |                    |        |                   |           |      |        |         |         |  |         |           |           |  |         |          
|                                 |                                           | Total              |        | $                 | 1,103,722 |      |        | $       | 979,867 |  |         | $         | 3,222,705 |  |         | $         | 2,848,368 | 
|                                 |                                           |                    |        |                   |           |      |        |         |         |  |         |           |           |  |         |          
|Operating income:                |                                           |                    |        |                   |           |      |        |         |         |  |         |           |           |  |         |          
|                                 | Dairy Group                               |                    | $      | 62,524            |           |      | $      | 62,300  |         |  | $       | 192,114   |           |  | $       | 192,763   |          
|                                 | Specialty Foods Group                     |                    |        | 10,335            |           |      |        | 26,462  |         |  |         | 49,473    |           |  |         | 76,237    |          
|                                 | Corporate/ Other                          |                    |        | (11,955           | )         |      |        | (11,143 | )       |  |         | (35,415   | )         |  |         | (33,841   | )        
|                                 |                                           |                    |        |                   |           |      |        |         |         |  |         |           |           |  |         |          
|Segment operating income         |                                           |                    | 60,904 |                   |           |      | 77,619 |         |         |  | 206,172 |           |           |  | 235,159 |          
|                                 | Facility closing and reorganization costs |                    |        | 10,421            |           |      |        | 462     |         |  |         | 13,103    |           |  |         | 987       |          
|                                 |                                           |                    |        |                   |           |      |        |         |         |  |         |           |           |  |         |          
|                                 |                                           | Total              |        | $                 | 50,483    |      |        | $       | 77,157  |  |         | $         | 193,069   |  |         | $         | 234,172   | 
|                                 |                                           |                    |        |                   |           |      |        |         |         |  |         |           |           |  |         |          

|        |                       |                |   |              |  |  |   |           | 
|------- | --------------------- | -------------- | - | ------------ |  |  | - | --------- | 
|        |                       | September 30,  |   | December 31,
|        |                       | 2004           |   | 2003        
|        |                       |                |   |             
|        |                       |               
|        |                       | (In thousands)
|Assets: |                       |                |   |              |  |  |   |          
|        | Dairy Group           |                | $ | 2,206,925    |  |  | $ | 2,186,955 | 
|        | Specialty Foods Group |                |   | 629,003      |  |  |   | 635,321   | 
|        | Corporate/ Other      |                |   | 82,224       |  |  |   | 84,331    | 
|        |                       |                |   |              |  |  |   |          
|        | Total                 |                | $ | 2,918,152    |  |  | $ | 2,906,607 | 
|        |                       |                |   |              |  |  |   |          

Substantially all of our business is within the
United States.

Significant
Customers The Dairy Group
and Specialty Foods Group segments each had one customer that
represented greater than 10% of their sales in the first nine
months of 2004. Approximately 14% of our consolidated sales in
the first nine months of 2004 were to that same customer.

-14-



---



##### Table of Contents








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

We are a wholly-owned subsidiary of Dean Foods
Company. Our operations consist of two segments: the Dairy Group
and the Specialty Foods Group. Our Dairy Group is part of the
Dairy Group segment of Dean Foods Company and our Specialty
Foods Group segment comprises the entirety of Dean Foods
Companys Specialty Foods Group 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.

|                              |                                           |                            |           |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |      |      | 
|----------------------------- | ----------------------------------------- | -------------------------- | --------- | ------------------------------ | ------- | ------- | ----- | ------- | ---- | ------- | ------- | ------- | ------- | ------- | ----- | ------- | ---- | - | --------- | ------- | ------- |  | ----- | ---- | ---- | - | --------- | ------- | ------- |  | ----- | ---- | ---- | 
|                              |                                           |                            |           |                               
|                              |                                           | Quarter Ended September 30 |           | Nine Months Ended September 30
|                              |                                           |                            |           |                               
|                              |                                           |                            |           |                                |         |         |       |        
|                              |                                           | 2004                       |           | 2003                           |         | 2004    |       | 2003   
|                              |                                           |                            |           |                                |         |         |       |        
|                              |                                           | Dollars                    |           | Percent                        |         | Dollars |       | Percent |      | Dollars |         | Percent |         | Dollars |       | Percent
|                              |                                           |                            |           |                                |         |         |       |         |      |         |         |         |         |         |       |        
|                              |                                           |                           
|                              |                                           | (Dollars in thousands)    
|Net sales                     |                                           | $                          | 1,103,722 |                                |         |         | 100.0 | %       |      | $       | 979,867 |         |         |         | 100.0 | %       |      | $ | 3,222,705 |         |         |  | 100.0 | %    |      | $ | 2,848,368 |         |         |  | 100.0 | %   
|Cost of sales                 |                                           |                            | 863,551   |                                |         |         | 78.2  |         |      |         | 738,050 |         |         |         | 75.3  |         |      |   | 2,487,242 |         |         |  | 77.2  |      |      |   | 2,126,809 |         |         |  | 74.7  |     
|                              |                                           |                            |           |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|Gross profit                  |                                           |                            | 240,171   |                                |         |         | 21.8  |         |      |         | 241,817 |         |         |         | 24.7  |         |      |   | 735,463   |         |         |  | 22.8  |      |      |   | 721,559   |         |         |  | 25.3  |     
|Operating costs and expenses: |                                           |                            |           |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|                              | Selling and distribution                  |                            |           | 145,405                        |         |         |       | 13.2    |      |         |         | 128,683 |         |         |       | 13.1    |      |   |           | 426,793 |         |  |       | 13.2 |      |   |           | 386,675 |         |  |       | 13.6 |     
|                              | General and administrative                |                            |           | 33,171                         |         |         |       | 3.0     |      |         |         | 34,887  |         |         |       | 3.6     |      |   |           | 100,546 |         |  |       | 3.1  |      |   |           | 97,314  |         |  |       | 3.4  |     
|                              | Amortization expense                      |                            |           | 691                            |         |         |       | 0.1     |      |         |         | 628     |         |         |       | 0.1     |      |   |           | 1,952   |         |  |       | 0.1  |      |   |           | 2,411   |         |  |       | 0.1  |     
|                              | Facility closing and reorganization costs |                            |           | 10,421                         |         |         |       | 0.9     |      |         |         | 462     |         |         |       |         |      |   |           | 13,103  |         |  |       | 0.4  |      |   |           | 987     |         |  |       |      |     
|                              |                                           |                            |           |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|                              |                                           | Total operating expenses   |           |                                | 189,688 |         |       |         | 17.2 |         |         |         | 164,660 |         |       |         | 16.8 |   |           |         | 542,394 |  |       |      | 16.8 |   |           |         | 487,387 |  |       |      | 17.1 | 
|                              |                                           |                            |           |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|Total operating income        |                                           | $                          | 50,483    |                                |         |         | 4.6   | %       |      | $       | 77,157  |         |         |         | 7.9   | %       |      | $ | 193,069   |         |         |  | 6.0   | %    |      | $ | 234,172   |         |         |  | 8.2   | %   
|                              |                                           |                            |           |                                |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     



| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | Quarter Ended September 30, 2004
    Compared to Quarter Ended September 30, 2003 
    
     Consolidated Results

Net
Sales Consolidated net
sales increased approximately 12.6% to $1.1 billion during
the third quarter of 2004 from $979.9 million during the
third quarter of 2003. Net sales by segment are shown in the
table below.

|                      |       |                            |         |           |  |            |         |            |  |   |         |         |  |  |      |      |  
|--------------------- | ----- | -------------------------- | ------- | --------- |  | ---------- | ------- | ---------- |  | - | ------- | ------- |  |  | ---- | ---- | -
|                      |       |                           
|                      |       | Quarter Ended September 30
|                      |       |                           
|                      |       |                            |         | $         |  | %         
|                      |       |                            |         | Increase/ |  | Increase/ 
|                      |       | 2004                       |         | 2003      |  | (Decrease) |         | (Decrease)
|                      |       |                            |         |           |  |            |         |           
|                      |       |                           
|                      |       | (Dollars in thousands)    
|Dairy Group           |       | $                          | 940,934 |           |  | $          | 814,119 |            |  | $ | 126,815 |         |  |  | 15.6 | %   
|Specialty Foods Group |       |                            | 162,788 |           |  |            | 165,748 |            |  |   | (2,960  | )       |  |  | (1.8 | )   
|                      |       |                            |         |           |  |            |         |            |  |   |         |         |  |  |      |     
|                      | Total |                            | $       | 1,103,722 |  |            | $       | 979,867    |  |   | $       | 123,855 |  |  |      | 12.6 | %
|                      |       |                            |         |           |  |            |         |            |  |   |         |         |  |  |      |     

-15-



---



##### Table of Contents



The change in net sales was due to the following:

|                      |       |                                      |      |                 |  |                     |      |      |  |   |       |       | 
|--------------------- | ----- | ------------------------------------ | ---- | --------------- |  | ------------------- | ---- | ---- |  | - | ----- | ----- | 
|                      |       |                                     
|                      |       | Quarter Ended September 30, 2004 vs.
|                      |       | Quarter Ended September 30, 2003    
|                      |       |                                     
|                      |       |                                      |      | Pricing, Volume |  |                    
|                      |       |                                      |      | and Product     |  | Total              
|                      |       | Acquisitions                         |      | Mix Changes     |  | Increase/(Decrease)
|                      |       |                                      |      |                 |  |                    
|                      |       |                                     
|                      |       | (In millions)                       
|Dairy Group           |       | $                                    | 36.9 |                 |  | $                   | 89.9 |      |  | $ | 126.8 |      
|Specialty Foods Group |       |                                      | 1.0  |                 |  |                     | (4.0 | )    |  |   | (3.0  | )    
|                      |       |                                      |      |                 |  |                     |      |      |  |   |       |      
|                      | Total |                                      | $    | 37.9            |  |                     | $    | 85.9 |  |   | $     | 123.8 | 
|                      |       |                                      |      |                 |  |                     |      |      |  |   |       |      

Net sales for the third quarter of 2004 increased
approximately $123.8 million compared to the third quarter
of 2003 primarily due to higher selling prices resulting from
the pass-through of increased raw milk costs and due to
acquisitions. We acquired Ross Swiss Dairies in the Dairy Group
segment and Cremora® in our Specialty Foods Group
segment.

See  Results by Segment
for more information.

Cost of
Sales All expenses
incurred to bring a product to completion are included in cost
of sales, such as raw material, ingredient and packaging costs;
labor costs; plant and equipment costs, including costs to
operate and maintain our coolers and freezers; and costs
associated with transporting our finished products from our
manufacturing facilities to our own distribution facilities. Our
cost of sales ratio was 78.2% in the third quarter of 2004
compared to 75.3% in the third quarter of 2003 due almost
entirely to increased raw material costs that affected both of
our segments in 2004.

Operating Costs and
Expenses Our operating
expenses increased approximately $25 million, or
approximately 15.2%, during the third quarter of 2004 as
compared to the same period in the prior year. Operating
expenses increased primarily due to:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Increase in net facility closing and
    reorganization costs of approximately $10 million. On
    September 7, 2004 Dean Foods Company announced their plan
    to exit the nutritional beverages business operated by our
    Specialty Foods Group segment, including closure of a
    manufacturing facility in Benton Harbor, Michigan. As part of
    Dean Foods Companys continuing reorganization and cost
    reduction efforts, the Dairy Group closed facilities in
    San Leandro and South Gate, California in 2004;
|
| |  | Acquisitions, which we estimate represented
    approximately $8.8 million of the increase; and                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Higher fuel costs across both segments, which
    added a combined total of approximately $1.7 million to
    distribution costs in the third quarter of 2004 compared to the
    prior year.                                                                                                                                                                                                                                                                                                                                      

Our operating expense ratio increased to 17.2%
during the third quarter of 2004 compared to 16.8% during the
third quarter of 2003.

Operating
Income Operating income
during the third quarter of 2004 was $50.5 million, a
decrease of $26.7 million, or approximately 34.6%, from the
third quarter of 2003 operating income of $77.2 million.
Our operating margin in the third quarter of 2004 was 4.6%
compared to 7.9% in the third quarter of 2003. Our operating
income decreased primarily as a result of higher raw material
costs, a $10 million increase in net facility closing and
reorganization costs in 2004 and lower operating income at our
Specialty Foods Group segment. Our operating margin decreased
for the same reasons. See  Results by
Segment for more information about raw material costs.

Other (Income)
Expense Total other
expense increased by $0.5 million in the third quarter of
2004 compared to the third quarter of 2003. Interest expense
increased slightly to $14 million in the third quarter of
2004 as compared to $13.9 million in the third quarter of
2003 as higher debt levels were offset by lower interest rates.

-16-



---



##### Table of Contents



Income
Taxes The effective income
tax rate was 36.9% in the third quarter of 2004 compared to
35.6% in the third quarter of 2003. Our effective tax rate will
vary based on the relative earnings of our business units.



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | Quarter Ended September 30, 2004
    Compared to Quarter Ended September 30, 2003 
    
     Results by Segment



| |              
| | -------------
| | Dairy Group 

|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|------------------------------ |  | -------------------------- | ------- | ------- |  | ------- | ----- | ------- |  | - | ------- |  |  |  | ----- | -
|                               |  |                           
|                               |  | Quarter Ended September 30
|                               |  |                           
|                               |  |                            |         |        
|                               |  | 2004                       |         | 2003   
|                               |  |                            |         |        
|                               |  | Dollars                    |         | Percent |  | Dollars |       | Percent
|                               |  |                            |         |         |  |         |       |        
|                               |  |                           
|                               |  | (Dollars in thousands)    
|Net sales                      |  | $                          | 940,934 |         |  |         | 100.0 | %       |  | $ | 814,119 |  |  |  | 100.0 | %
|Cost of sales                  |  |                            | 729,175 |         |  |         | 77.5  |         |  |   | 615,476 |  |  |  | 75.6  |  
|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Gross profit                   |  |                            | 211,759 |         |  |         | 22.5  |         |  |   | 198,643 |  |  |  | 24.4  |  
|Operating costs and expenses   |  |                            | 149,235 |         |  |         | 15.9  |         |  |   | 136,343 |  |  |  | 16.7  |  
|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Total segment operating income |  | $                          | 62,524  |         |  |         | 6.6   | %       |  | $ | 62,300  |  |  |  | 7.7   | %
|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  

The Dairy Groups net sales increased by
approximately $126.8 million, or 15.6%, in the third
quarter of 2004 versus the third quarter of 2003. The change in
net sales from the third quarter of 2003 to the third quarter of
2004 was due to the following:

|               |                         |                       |       |         |  |  |      |      |  
|-------------- | ----------------------- | --------------------- | ----- | ------- |  |  | ---- | ---- | -
|               |                         | Dollars               |       | Percent
|               |                         |                       |       |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 814.1 |         |  |  |      |     
|               | Acquisitions            |                       |       | 36.9    |  |  |      | 4.5  | %
|               | Volume                  |                       |       | 6.9     |  |  |      | 0.8  |  
|               | Pricing and product mix |                       |       | 83.0    |  |  |      | 10.3 |  
|               |                         |                       |       |         |  |  |      |     
|2004 Net sales |                         | $                     | 940.9 |         |  |  | 15.6 | %   
|               |                         |                       |       |         |  |  |      |     

The increase in the Dairy Groups net sales
primarily resulted from price increases. In general, we change
the prices that we charge our customers for dairy products on a
monthly basis, as the costs of our raw materials fluctuate. The
increase in net sales due to price and product mix shown in the
above table primarily results from higher raw milk costs in the
third quarter of 2004 compared to the third quarter of 2003. The
following table sets forth the average monthly Class I
mover and average monthly Class II minimum
prices for raw skim milk and butterfat (which are indicators of
the prices we pay for raw milk and butterfat) for the third
quarter of 2004 compared to the third quarter of 2003:

|                                  |  |               |      |      |  |          |      |     |  |  |      |  
|--------------------------------- |  | ------------- | ---- | ---- |  | -------- | ---- | --- |  |  | ---- | -
|                                  |  |              
|                                  |  | Quarter Ended
|                                  |  | September 30*
|                                  |  |              
|                                  |  | 2004          |      | 2003 |  | % Change
|                                  |  |               |      |      |  |         
|Class I raw skim milk mover(1)    |  | $             | 8.82 | (2)  |  | $        | 7.50 | (2) |  |  | 17.6 | %
|Class I butterfat mover(1)        |  |               | 2.00 | (3)  |  |          | 1.21 | (3) |  |  | 65.3 |  
|Class II raw skim milk minimum(4) |  |               | 7.07 | (2)  |  |          | 6.65 | (2) |  |  | 6.3  |  
|Class II butterfat minimum(4)     |  |               | 1.93 | (3)  |  |          | 1.23 | (3) |  |  | 56.9 |  



---



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

-17-



---



##### Table of Contents





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

The other primary cause of the increase in the
Dairy Groups net sales was the acquisition of Ross Swiss
Dairies in January 2004. We estimate this acquisition
contributed a combined total of $36.9 million in sales
during the third quarter of 2004. Volume sales of all products,
net of the effect of the acquisition, increased approximately
0.8% in the third quarter of 2004 compared to the third quarter
of 2003, through a combination of increased sales to existing
customers and the addition of new customers.

The Dairy Groups cost of sales ratio
increased to 77.5% in the third quarter of 2004 compared to
75.6% the third quarter of 2003, almost entirely due to the
increase in raw milk costs compared to the prior year. The
average minimum price of Class I raw skim milk (as
indicated by the Class I mover, described above) was 17.6%
higher in the third quarter of 2004 compared to the third
quarter of 2003.

The Dairy Groups operating expenses
increased approximately $12.9 million during the third
quarter of 2004 compared to the third quarter of 2003. The
increase was primarily due to (1) acquisitions, which we
estimate contributed approximately $8.8 million in
operating costs, (2) an increase in fuel prices, which
added approximately $1.7 million in costs, and (3) an
increase in insurance and other costs. Despite the increased
operating expenses, the Dairy Groups operating expense
ratio decreased to 15.9% in the third quarter of 2004 from 16.7%
in the third quarter of 2003 due to the effect of increased
sales.



| |                        
| | -----------------------
| | Specialty Foods Group 

|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|------------------------------ |  | -------------------------- | ------- | ------- |  | ------- | ----- | ------- |  | - | ------- |  |  |  | ----- | -
|                               |  |                           
|                               |  | Quarter Ended September 30
|                               |  |                           
|                               |  |                            |         |        
|                               |  | 2004                       |         | 2003   
|                               |  |                            |         |        
|                               |  | Dollars                    |         | Percent |  | Dollars |       | Percent
|                               |  |                            |         |         |  |         |       |        
|                               |  |                           
|                               |  | (Dollars in thousands)    
|Net sales                      |  | $                          | 162,788 |         |  |         | 100.0 | %       |  | $ | 165,748 |  |  |  | 100.0 | %
|Cost of sales                  |  |                            | 134,428 |         |  |         | 82.6  |         |  |   | 122,937 |  |  |  | 74.2  |  
|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Gross profit                   |  |                            | 28,360  |         |  |         | 17.4  |         |  |   | 42,811  |  |  |  | 25.8  |  
|Operating costs and expenses   |  |                            | 18,025  |         |  |         | 11.1  |         |  |   | 16,349  |  |  |  | 9.8   |  
|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Total segment operating income |  | $                          | 10,335  |         |  |         | 6.3   | %       |  | $ | 26,462  |  |  |  | 16.0  | %
|                               |  |                            |         |         |  |         |       |         |  |   |         |  |  |  |       |  

The Specialty Foods Groups net sales
decreased by $3 million, or 1.8%, in the third quarter of
2004 versus the third quarter of 2003. The change in net sales
from the third quarter of 2003 to the third quarter of 2004 was
due to the following:

|               |                         |                       |       |         |   |  |      |      |  
|-------------- | ----------------------- | --------------------- | ----- | ------- | - |  | ---- | ---- | -
|               |                         | Dollars               |       | Percent
|               |                         |                       |       |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 165.7 |         |   |  |      |     
|               | Acquisitions            |                       |       | 1.0     |   |  |      | 0.6% |  
|               | Volume                  |                       |       | (4.9    | ) |  |      | (3.0 | )
|               | Pricing and product mix |                       |       | 1.0     |   |  |      | 0.6  |  
|               |                         |                       |       |         |   |  |      |     
|2004 Net sales |                         | $                     | 162.8 |         |   |  | (1.8 | )%  
|               |                         |                       |       |         |   |  |      |     

The net decrease in sales was primarily due to an
overall decline in volumes in the nutritional beverages, pickle
and aseptic product categories, partly offset by an increase in
non-dairy coffee creamer sales (net of the effect of the
acquisition of Cremora). The decrease in volumes was
primarily due to decreased consumer demand for nutritional
beverages and pickles. Nutritional beverage sales declined

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##### Table of Contents



approximately $6.5 million during the third
quarter of 2004 compared to the same period in the prior year.
During the third quarter, we announced our plan to exit our
nutritional beverages business as a result of these significant
volume declines during 2004 because we believe these volumes
cannot be replaced. The increase in non-dairy coffee creamer
sales was primarily due to increased volume with existing
customers.


Despite a decrease in sales, the Specialty Foods
Groups cost of sales increased by approximately
$11.5 million, and its cost of sales ratio increased to
82.6% in the third quarter of 2004 versus 74.2% in the third
quarter of 2003. This increase was due to substantially higher
commodity costs, particularly soybean oil and casein. In
addition, we wrote off approximately $3.3 million of excess
nutritional beverages inventory.

Operating expenses for the Specialty Foods Group
increased $1.7 million and the operating expense ratio
increased to 11.1% in the third quarter of 2004 as compared to
9.8% in the third quarter of 2003. The increase in operating
expenses was primarily due to an increase in distribution
expenses related to higher fuel costs. In addition, we wrote off
approximately $1.2 million of accounts receivable from a
nutritional beverages customer.



| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | First Nine Months of 2004 Compared to the
    First Nine Months of 2003  Consolidated
    Results

Net
Sales Consolidated net
sales increased approximately 13.1% to $3.22 billion during
the first nine months of 2004 from $2.85 billion during the
first nine months of 2003. Net sales by segment are shown in the
table below.

|                      |       |                                |           |             |  |             |           |            |  |   |         |         |  |  |      |      |  
|--------------------- | ----- | ------------------------------ | --------- | ----------- |  | ----------- | --------- | ---------- |  | - | ------- | ------- |  |  | ---- | ---- | -
|                      |       |                               
|                      |       | Nine Months Ended September 30
|                      |       |                               
|                      |       |                                |           | $ Increase/ |  | % Increase/
|                      |       | 2004                           |           | 2003        |  | (Decrease)  |           | (Decrease)
|                      |       |                                |           |             |  |             |           |           
|                      |       |                               
|                      |       | (In thousands)                
|Dairy Group           |       | $                              | 2,720,266 |             |  | $           | 2,344,006 |            |  | $ | 376,260 |         |  |  | 16.1 | %   
|Specialty Foods Group |       |                                | 502,439   |             |  |             | 504,362   |            |  |   | (1,923  | )       |  |  | (0.4 | )   
|                      |       |                                |           |             |  |             |           |            |  |   |         |         |  |  |      |     
|                      | Total |                                | $         | 3,222,705   |  |             | $         | 2,848,368  |  |   | $       | 374,337 |  |  |      | 13.1 | %
|                      |       |                                |           |             |  |             |           |            |  |   |         |         |  |  |      |     

The change in net sales was due to the following:

|                      |       |                                          |       |                 |  |          |       |       |  |   |       |       | 
|--------------------- | ----- | ---------------------------------------- | ----- | --------------- |  | -------- | ----- | ----- |  | - | ----- | ----- | 
|                      |       |                                         
|                      |       | Nine Months Ended September 30, 2004 vs.
|                      |       | Nine Months Ended September 30, 2003    
|                      |       |                                         
|                      |       |                                          |       | Pricing, Volume |  |         
|                      |       |                                          |       | and Product     |  | Total   
|                      |       | Acquisitions                             |       | Mix Changes     |  | Increase
|                      |       |                                          |       |                 |  |         
|                      |       |                                         
|                      |       | (In millions)                           
|Dairy Group           |       | $                                        | 112.7 |                 |  | $        | 263.6 |       |  | $ | 376.3 |      
|Specialty Foods Group |       |                                          | 4.9   |                 |  |          | (6.8  | )     |  |   | (1.9  | )    
|                      |       |                                          |       |                 |  |          |       |       |  |   |       |      
|                      | Total |                                          | $     | 117.6           |  |          | $     | 256.8 |  |   | $     | 374.4 | 
|                      |       |                                          |       |                 |  |          |       |       |  |   |       |      

Net sales for the first nine months of 2004
increased approximately $374.4 million, or approximately
13.1%, compared to the same period in the prior year primarily
due to higher selling prices resulting from the pass-through of
increased raw milk costs and due to acquisitions. We acquired
Ross Swiss Dairies in our Dairy Group segment and Cremorain our Specialty Foods Group segment.

See  Results by Segment
for more information.

Cost of
Sales All expenses
incurred to bring a product to completion are included in cost
of sales, such as raw material, ingredient and packaging costs;
labor costs; plant and equipment costs, including costs to
operate and maintain our coolers and freezers; and costs
associated with transporting our finished products from our
manufacturing facilities to our own distribution facilities. Our
cost of sales ratio was

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##### Table of Contents



77.2% in the first nine months of 2004 compared
to 74.7% in the first nine months of 2003 due almost entirely to
increased raw material costs that affected both of our segments
in 2004.


Operating Costs and
Expenses Our operating
expenses increased approximately $55 million or
approximately 11.3%, during the first nine months of 2004 as
compared to the same period in the prior year. Operating
expenses increased primarily due to the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Acquisitions, which we estimate represented
    approximately $27.1 million of the increase;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Net facility closing and reorganization costs
    that were approximately $12.1 million higher than the same
    period in 2003. On September 7, 2004 Dean Foods Company
    announced their plan to exit the nutritional beverages business
    operated by our Specialty Foods Group segment, including closure
    of a manufacturing facility in Benton Harbor, Michigan. As part
    of Dean Foods Companys continuing reorganization and cost
    reduction efforts, the Dairy Group closed facilities in
    San Leandro and South Gate, California in 2004; and
|
| |  | Higher fuel costs across both segments, which
    added a combined total of approximately $2.6 million to
    distribution costs in the first nine months of 2004 compared to
    last year.                                                                                                                                                                                                                                                                                                                                                                            

Our operating expense ratio declined slightly to
16.8% for the first nine months of 2004 as compared to 17.1% in
the first nine months of 2003.

Operating
Income Operating income
during the first nine months of 2004 was $193.1 million, a
decrease of $41.1 million, or approximately 17.6%, from the
first nine months of 2003 operating income of
$234.2 million. Our operating margin in the first nine
months of 2004 was 6% compared to 8.2% in the first nine months
of 2003. Our operating margin decreased primarily as a result of
higher raw material costs and the effect of increased sales. See
 Results by Segment for more information.

Other (Income)
Expense Total other
expense was flat at $40 million in the first nine months of
2004 and 2003. Interest expense increased slightly to
$41.6 million in the first nine months of 2004 from
$41.2 million in the first nine months of 2003 as higher
debt levels were offset by lower interest rates.

Income
Taxes The effective income
tax rate was 37.7% in the first nine months of 2004 compared to
37.4% in the first nine months of 2003. Our effective tax rate
will vary based on the relative earnings of our business units.



| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| | First Nine Months of 2004 Compared to the
    First Nine Months of 2003  Results by
    Segment



| |              
| | -------------
| | Dairy Group 

|                               |  |                                |           |         |  |         |       |         |  |   |           |  |  |  |       |  
|------------------------------ |  | ------------------------------ | --------- | ------- |  | ------- | ----- | ------- |  | - | --------- |  |  |  | ----- | -
|                               |  |                               
|                               |  | Nine Months Ended September 30
|                               |  |                               
|                               |  |                                |           |        
|                               |  | 2004                           |           | 2003   
|                               |  |                                |           |        
|                               |  | Dollars                        |           | Percent |  | Dollars |       | Percent
|                               |  |                                |           |         |  |         |       |        
|                               |  |                               
|                               |  | (Dollars in thousands)        
|Net sales                      |  | $                              | 2,720,266 |         |  |         | 100.0 | %       |  | $ | 2,344,006 |  |  |  | 100.0 | %
|Cost of sales                  |  |                                | 2,089,003 |         |  |         | 76.8  |         |  |   | 1,751,726 |  |  |  | 74.7  |  
|                               |  |                                |           |         |  |         |       |         |  |   |           |  |  |  |       |  
|Gross profit                   |  |                                | 631,263   |         |  |         | 23.2  |         |  |   | 592,280   |  |  |  | 25.3  |  
|Operating costs and expenses   |  |                                | 439,149   |         |  |         | 16.1  |         |  |   | 399,517   |  |  |  | 17.1  |  
|                               |  |                                |           |         |  |         |       |         |  |   |           |  |  |  |       |  
|Total segment operating income |  | $                              | 192,114   |         |  |         | 7.1   | %       |  | $ | 192,763   |  |  |  | 8.2   | %
|                               |  |                                |           |         |  |         |       |         |  |   |           |  |  |  |       |  

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The Dairy Groups net sales increased by
approximately $376.3 million, or 16.1%, in the first nine
months of 2004 versus the first nine months of 2003. The change
in net sales from the first nine months of 2003 to the first
nine months of 2004 was due to the following:

|               |                         |                       |         |         |   |  |      |      |  
|-------------- | ----------------------- | --------------------- | ------- | ------- | - |  | ---- | ---- | -
|               |                         | Dollars               |         | Percent
|               |                         |                       |         |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 2,344.0 |         |   |  |      |     
|               | Acquisitions            |                       |         | 112.7   |   |  |      | 4.8  | %
|               | Volume                  |                       |         | (14.4   | ) |  |      | (0.6 | )
|               | Pricing and product mix |                       |         | 278.0   |   |  |      | 11.9 |  
|               |                         |                       |         |         |   |  |      |     
|2004 Net sales |                         | $                     | 2,720.3 |         |   |  | 16.1 | %   
|               |                         |                       |         |         |   |  |      |     

The increase in the Dairy Groups net sales
primarily resulted from price increases. In general, we change
the prices that we charge our customers for dairy products on a
monthly basis, as the costs of our raw materials fluctuate. The
increase in net sales due to price and product mix shown in the
above table primarily results from higher raw milk costs in the
first nine months of 2004 compared to the first nine months of
2003. 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 2004 compared to the first nine months of 2003:

|                                  |  |                   |      |      |  |          |      |     |  |  |      |  
|--------------------------------- |  | ----------------- | ---- | ---- |  | -------- | ---- | --- |  |  | ---- | -
|                                  |  |                  
|                                  |  | Nine Months Ended
|                                  |  | September 30*    
|                                  |  |                  
|                                  |  | 2004              |      | 2003 |  | % Change
|                                  |  |                   |      |      |  |         
|Class I raw skim milk mover(1)    |  | $                 | 8.54 | (2)  |  | $        | 6.57 | (2) |  |  | 30.0 | %
|Class I butterfat mover(1)        |  |                   | 1.97 | (3)  |  |          | 1.18 | (3) |  |  | 67.0 |  
|Class II raw skim milk minimum(4) |  |                   | 6.83 | (2)  |  |          | 6.76 | (2) |  |  | 1.0  |  
|Class II butterfat minimum(4)     |  |                   | 2.08 | (3)  |  |          | 1.19 | (3) |  |  | 74.8 |  



---



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



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

The other cause of the increase in the Dairy
Groups net sales was the acquisition of Ross Swiss Dairies
in January 2004, which we estimate contributed a total of
$112.7 million in sales during the first nine months of
2004.

Volume sales of all products, net of the effect
of acquisitions, fell approximately 0.6% in the first nine
months of 2004 compared to the first nine months of 2003 which
we believe was primarily due to decreased demand.

The Dairy Groups cost of sales ratio was
higher in the first nine months of 2004 at 76.8% compared to
74.7% for the first nine months of 2003 primarily due to the
increase in raw milk costs compared to the prior year. The
average minimum price of Class I raw skim milk (as
indicated by the Class I mover, described above) was 30%
higher in the third quarter of 2004 than in the third quarter of
2003.

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The Dairy Groups operating expenses
increased approximately $39.6 million during the first nine
months of 2004 compared to the first nine months of 2003
primarily due to (1) acquisitions, which we estimate
contributed approximately $27.1 million in operating costs;
(2) higher distribution expenses as a result of an increase
in fuel prices, which added approximately $2.6 million in
costs, and (3) higher insurance and other costs. The Dairy
Groups operating expense ratio decreased to 16.1% in the
first nine months of 2004 from 17.1% in the first nine months of
2003 due to the effect of increased sales.



| |                        
| | -----------------------
| | Specialty Foods Group 

|                               |  |                                |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|------------------------------ |  | ------------------------------ | ------- | ------- |  | ------- | ----- | ------- |  | - | ------- |  |  |  | ----- | -
|                               |  |                               
|                               |  | Nine Months Ended September 30
|                               |  |                               
|                               |  |                                |         |        
|                               |  | 2004                           |         | 2003   
|                               |  |                                |         |        
|                               |  | Dollars                        |         | Percent |  | Dollars |       | Percent
|                               |  |                                |         |         |  |         |       |        
|                               |  |                               
|                               |  | (Dollars in thousands)        
|Net sales                      |  | $                              | 502,439 |         |  |         | 100.0 | %       |  | $ | 504,362 |  |  |  | 100.0 | %
|Cost of sales                  |  |                                | 398,636 |         |  |         | 79.3  |         |  |   | 376,512 |  |  |  | 74.7  |  
|                               |  |                                |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Gross profit                   |  |                                | 103,803 |         |  |         | 20.7  |         |  |   | 127,850 |  |  |  | 25.3  |  
|Operating costs and expenses   |  |                                | 54,330  |         |  |         | 10.8  |         |  |   | 51,613  |  |  |  | 10.2  |  
|                               |  |                                |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Total segment operating income |  | $                              | 49,473  |         |  |         | 9.9   | %       |  | $ | 76,237  |  |  |  | 15.1  | %
|                               |  |                                |         |         |  |         |       |         |  |   |         |  |  |  |       |  

The Specialty Foods Groups net sales
decreased by $1.9 million, or 0.4%, in the first nine
months of 2004 versus the first nine months of 2003. The change
in net sales from the first nine months of 2003 to the first
nine months of 2004 was due to the following:

|               |                         |                       |       |         |   |  |      |      |  
|-------------- | ----------------------- | --------------------- | ----- | ------- | - |  | ---- | ---- | -
|               |                         | Dollars               |       | Percent
|               |                         |                       |       |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 504.4 |         |   |  |      |     
|               | Acquisitions            |                       |       | 4.9     |   |  |      | 1.0  | %
|               | Volume                  |                       |       | (5.4    | ) |  |      | (1.1 | )
|               | Pricing and product mix |                       |       | (1.5    | ) |  |      | (0.3 | )
|               |                         |                       |       |         |   |  |      |     
|2004 Net sales |                         | $                     | 502.4 |         |   |  | (0.4 | )%  
|               |                         |                       |       |         |   |  |      |     

The net decrease in sales was primarily due to an
overall decline in volumes in the nutritional beverages, pickle
and aseptic product categories. This decline was primarily due
to decreased consumer demand for nutritional beverages and
pickles and an increase in promotional spending (which is
required to be recorded as a reduction of revenue) in response
to competition. Nutritional beverages sales declined
approximately $9 million. During the third quarter, we
announced our plan to exit our nutritional beverages business as
a result of these significant volume declines during 2004
because we believe these volumes cannot be replaced.

These decreases were partly offset by an increase
in non-dairy coffee creamer sales (net of the effect of the
acquisition of Cremora) due to increased sales to
existing customers and higher pricing.

Sales also increased slightly due to the
acquisition of Cremorain December 2003.

The Specialty Foods Groups cost of sales
ratio increased to 79.3% for the first nine months of 2004 from
74.7% for the first nine months of 2003, primarily due to
substantially higher commodity costs, particularly soybean oil,
casein and cheese, as well as increases in glass and other
packaging costs.

Operating expenses for the Specialty Foods Group
increased approximately $2.7 million primarily related to
increased distribution expenses as a result of higher fuel costs.

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---



##### Table of Contents








|        |                        
|------- | -----------------------
|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.

Limitations on the Effectiveness of
Controls

We do not expect that our Disclosure Controls
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.

-23-



---



##### Table of Contents



Conclusions

Based upon our most recent controls evaluation,
our CEO and CFO have concluded that, 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. In the
three months ended September 30, 2004, there was no change
in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

-24-



---



##### Table of Contents






Part II  Other
Information






|        |         
|------- | --------
|Item 6. | Exhibits

(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

-25-



---



##### 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/ RONALD L. MCCRUMMEN                               
| |                                                       
| | Ronald L. McCrummen                                   
| | Senior Vice President and Chief Accounting
    Officer

November 15, 2004

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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