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SECURITIES AND EXCHANGE COMMISSION

Form 10-K

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

Commission File Number 1-08262

Dean Holding Company

2515 McKinney Avenue

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:

     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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:    þ

     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 I(1)(a) and (b) of Form 10-K and, therefore, is filing this form with the reduced disclosure format permitted by General Instruction I(2).

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PART I

      Explanatory Note: As permitted by General Instruction I(2)(d) to Form 10-K, in lieu of the information required by Item 1 of Form 10-K, we are providing only the information required by General Instruction I(2)(d). For more information, this report should be read in conjunction with the 2003 Annual Report on Form 10-K of our parent, Dean Foods Company, as filed with the Securities and Exchange Commission on March 15, 2004.

General

      We are a wholly-owned subsidiary of Dean Foods Company (formerly known as Suiza Foods Corporation), a leading food and beverage company. Our Dairy Group segment is part of the larger 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.

Segments

      Our Dairy Group manufactures, markets and distributes a wide variety of branded and private label “dairy case” products to retailers, distributors, foodservice outlets, schools and governmental entities across the United States.

      Our Dairy Group’s sales totaled approximately $3.19 billion in 2003, or approximately 82% of our consolidated 2003 sales. The following charts graphically depict our Dairy Group’s 2003 sales by product and by channel, and indicate the percentage of private label versus branded sales.

(1)	Includes, among other things, regular milk, flavored milks, buttermilk, half-and-half, whipping cream, dairy coffee creamers and ice cream mix.
(2)	Includes ice cream and ice cream novelties.
(3)	Includes yogurt, cottage cheese, sour cream and dairy-based dips.
(4)	Includes fruit juice, fruit-flavored drinks and water.
(5)	Includes, among other things, non-dairy coffee creamers, condensed milk and non-dairy dips.
(6)	Such as restaurants and hotels.

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      Products not sold under customer brands are sold under the Dairy Group’s local and regional proprietary or licensed brands, including the following:

(1)	Dean Foods Company’s Dairy Group segment operates in a generally decentralized manner organized by geographic region. Our Dairy Group operations are disbursed among Dean Foods Company’s Dairy Group regions.

      Our Dairy Group sells its products primarily on a local or regional basis through its local and regional sales forces, although some national customer relationships are coordinated by Dean Foods Company’s Dairy Group corporate sales department. Most of our Dairy Group’s customers purchase products from us either by purchase order or pursuant to contracts that are generally terminable at will by the customer. The Dairy Group’s sales are slightly seasonal, with sales tending to be higher in the third and fourth quarters.

      Our Dairy Group currently operates 35 manufacturing plants in 17 states. For more information about plants in our Dairy Group, see “— Item 2. Properties.”

      Due to the perishable nature of the its products, our Dairy Group delivers the majority of its products from its plants or distribution branches directly to its customers’ stores in refrigerated trucks that we own or lease. This form of delivery is called a “direct store delivery” or “DSD” system. Our Dairy Group has one of the most extensive refrigerated DSD systems in the United States, with delivery routes spanning virtually the entire country.

      The primary raw material used in our Dairy Group is raw milk. We purchase our raw milk primarily from farmers’ cooperatives, typically pursuant to requirements contracts (with no minimum purchase obligation). Raw milk is generally readily available. The minimum price of raw milk is regulated in most parts of the country by the federal government. Several states also regulate raw milk pricing through their own programs. Other raw materials used by the Dairy Group, such as juice concentrates and sweeteners, in addition to packaging supplies, are generally available from numerous suppliers and we are not dependent on any single supplier for these materials. Certain of our Dairy Group’s raw materials and packaging supplies are purchased under long-term contracts in order to obtain lower costs. The prices of our raw materials increase and decrease based on supply and demand.

      The Dairy Group generally increases or decreases the prices of its fluid dairy products on a monthly basis in correlation to fluctuations in the costs of raw materials and packaging supplies.

      The dairy industry is a mature industry which has traditionally been characterized by slow to flat growth, low profit margins, fragmentation and excess capacity. Excess capacity resulted from the development of more efficient manufacturing techniques, the establishment of captive dairy manufacturing operations by some grocery retailers and declining demand for fluid milk products. Since 1990, the dairy industry has experienced significant consolidation led in part by Dean Foods Company. Consolidation has tended to lower costs and raise efficiency. However, consumption of traditional fluid dairy products has continued to decline. According to the United States Department of Agriculture, per capita consumption of fluid milk and cream has decreased by over 10% from 1990 to the end of 2002, and total consumption has remained relatively flat over the same period due to population increases. Therefore, sales growth across the industry generally remains

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      The dairy industry is highly competitive. Our Dairy Group has several competitors in each of our major product and geographic markets. Competition between dairy processors for shelf-space with retailers is based primarily on price, service and quality, while competition for consumer sales is based on a variety of factors such as brand recognition, price, taste preference and quality. Dairy products also compete with many other beverages and nutritional products for consumer sales.

      For more financial information about our Dairy Group’s recent operations, see “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 19 to our Consolidated Financial Statements.

      Our Specialty Foods Group is one of the nation’s leading pickle processors, and the largest manufacturer and seller 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. The Specialty Foods Group’s sales totaled $684.2 million in 2003, or approximately 18% of our consolidated 2003 sales. The following charts graphically depict the Specialty Foods Group’s 2003 sales by product category and channel, and indicate the percentage of private label versus branded sales:

(1)	Approximately 67% of the Specialty Foods Group’s pickle, relish and pepper products are sold under customer brands, with the remaining 33% sold under our proprietary brands including Atkins®, Cates®, Heifetz®, Nalley’s®, SteinfeldTM, Farmans--Registered Trademark--, Paramount--Registered Trademark--, Peter Piper--Registered Trademark--, Roddenberry--Registered Trademark-- and Schwartz--Registered Trademark--. Branded products are sold to retailers and private label products are sold to retailers, foodservice customers and in bulk to other food processors.
(2)	In addition to powdered coffee creamers, the Specialty Foods Group also sells shortening powders and other high-fat powder formulas used in baking, beverage mixes, gravies and sauces, and premium and low-fat powdered products. In 2003, all of the Specialty Foods Group’s powdered products were sold under customer brands to retailers, distributors and in bulk to other food companies for use as ingredients in their products.
(3)	Aseptic products are sterilized using a process which allows storage for prolonged periods without refrigeration. Our Specialty Foods Group manufactures aseptic cheese sauces, puddings and nutritional beverages. Our cheese sauces and puddings are sold primarily under private labels to distributors. Aseptic nutritional beverages (which are in the meal supplement, weight loss/gain and sports categories) are sold entirely under private labels to retailers and distributors.
(4)	Includes shrimp, seafood, tarter, horseradish, chili, sweet and sour sauces and syrups sold to retail grocers in the Eastern, Midwestern and Southern United States. These products are sold under the Bennett’s--Registered Trademark-- and Hoffman House--Registered Trademark-- brand names.
(5)	Includes mass merchandisers, club stores, convenience stores, and grocery stores.

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      The Specialty Foods Group’s products are delivered to customers’ stores and warehouses primarily by common carrier. The Specialty Foods Group sells its products through its internal sales force and through independent brokers. Most of the Specialty Foods Group’s customers purchase products from the Specialty Foods Group either by purchase order or pursuant to contracts that are generally terminable at will by the customer. Sales of the Specialty Foods Group’s pickle products are generally higher in the second and fourth quarters and sales of its powdered products are generally higher in the fourth quarter.

      Our Specialty Foods Group uses a wide variety of raw materials. The main raw material used by the Specialty Foods Group is cucumbers. The Specialty Foods Group purchases cucumbers under seasonal grower contracts with a variety of growers. We supply seeds and advise growers regarding planting techniques. We also monitor and arrange for the control of insects, direct the harvest and, for some crops, provide automated harvesting services. Other raw materials used by the Specialty Foods Group, such as corn syrup, soy bean oil and casein, in addition to packaging materials, are generally available from numerous suppliers and we are not dependent on any single supplier for these materials. Certain of the Specialty Foods Group’s raw materials and packaging supplies are purchased under long-term contracts in order to guarantee supply and to obtain lower costs. The prices of the Specialty Foods Group’s raw material increase and decrease based on supply and demand.

      The Specialty Foods Group produces its products in 11 plants located across the United States. For more information about the Specialty Foods Group’s manufacturing plants, see “— Item 2. Properties.”

      The Specialty Foods Group has several competitors in each of its product markets. For most of Specialty Foods Group’s products, competition to obtain shelf-space with retailers is based on the expected or historical sales performance of the product compared to its competitors. In rare cases, the Specialty Foods Group pays fees to retailers to obtain shelf-space for a particular company-branded product. Competition for consumer sales is based on brand recognition, price, taste preferences and quality. The Specialty Foods Group also competes with other food and nutritional products for consumer sales.

      For more information about our Specialty Foods Group segment, see “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 19 to our Consolidated Financial Statements.

Developments Since January 1, 2003

      On January 26, 2004, our 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. We intend to shift the manufacturing of substantially all of Ross Swiss Dairies’ product needs into our southern California plants in 2004. We paid approximately $20 million for the purchase of Ross Swiss Dairies and funded the purchase price with borrowings under Dean Foods Company’s receivables-backed facility.

      On December 24, 2003, our Specialty Foods Group acquired the “Cremora®” branded non-dairy powdered coffee creamer business from Eagle Family Foods. Prior to the acquisition, we had been producing Cremora creamers for Eagle Family Foods pursuant to a co-packing arrangement, which generated approximately $8.9 million of net sales for us in 2003. The Cremora brand had sales of approximately $15.8 million for the 12 months ended June 30, 2003. We purchased the Cremora business for a purchase price of approximately $12.6 million, all of which was funded using borrowings under Dean Foods Company’s senior credit facility.

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      As part of Dean Foods Company’s overall integration and cost reduction strategy, we closed or announced the closure of two facilities in 2003 and reduced (or intend to reduce) our workforce accordingly. We also restructured certain administrative functions of our Dairy Group.

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      We incurred expenses of approximately $5.9 million during 2003 related to these plant closings and reorganization. These charges included the following costs:

	•	Workforce reduction costs, which were charged against our earnings in the period that the plan was established in detail and employee severance and benefits had been appropriately communicated;
	•	Shutdown costs, including those costs necessary to prepare the plant facilities for re-sale or 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 no longer used in operations. The impairments related primarily to owned building, land and equipment at the facilities that were written down to their estimated fair value and sold or marketed for sale.

See Note 16 to our Consolidated Financial Statements.

Employees

      As of December 31, 2003 we had the following employees:

Where You Can Get More Information

      Our fiscal year ends on December 31. We file annual, quarterly and current reports with the Securities and Exchange Commission. In addition, Dean Foods Company, our sole shareholder, also files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.

      You may read and copy any reports, statements or other information that we or Dean Foods Company file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Securities and Exchange Commission. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

      We file our reports with the Securities and Exchange Commission electronically via the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”). The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding companies that file electronically with the Securities and Exchange Commission via EDGAR. The address of this Internet site is http://www.sec.gov.

      We also make available free of charge through Dean Food Company’s website at www.deanfoods.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

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      Our Code of Ethics, which is applicable to all employees and directors of Dean Foods Company and its subsidiaries, is available on Dean Foods Company’s corporate website at www.deanfoods.com. Any waivers that may be granted to our executive officers or directors under the Code of Ethics, and any amendments to our Code of Ethics, will be posted on our corporate website. If you would like hard copies of any of these documents, or any of our filings with the Securities and Exchange Commission, write or call us at:

	Dean Foods Company 2515 McKinney Avenue, Suite 1200 Dallas, Texas 75201 (214) 303-3400 Attention: Investor Relations

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      Explanatory Note: As permitted by General Instruction I to Form 10-K, in lieu of the information required by Item 2 of Form 10-K, we are providing only the information required by General Instruction I.

      Our Dairy Group currently conducts its manufacturing operations from the following plants, most of which are owned:

      Each of the Dairy Group’s manufacturing plants also serves as a distribution facility. In addition, our Dairy Group has numerous distribution branches across the country, some of which are owned, but most of which are leased. The Dairy Group’s headquarters are located in Dallas, Texas in leased premises.

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      Our Specialty Foods Group segment currently conducts its manufacturing operations from plants in the following locations, all but one of which are owned:

	•	La Junta, Colorado
	•	New Hampton, Iowa
	•	Chicago, Illinois
	•	Dixon, Illinois
	•	Pecatonica, Illinois
	•	Plymouth, Indiana
	•	Benton Harbor, Michigan
	•	Wayland, Michigan
	•	Faison, North Carolina
	•	Portland, Oregon
	•	Green Bay, Wisconsin

      Our Specialty Foods Group’s headquarters are located at its plant in Green Bay, Wisconsin.

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PART II

      Explanatory Note: As permitted by General Instruction I(2)(a) to Form 10-K, in lieu of the information required by Item 7, we are providing only the information required by General Instruction I(2)(a).

Results of Operations

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

      Net Sales — Consolidated net sales increased slightly to $3.88 billion in 2003 from $3.86 billion in 2002. Net sales by segment are shown in the table below.

      The change in net sales was due to the following:

      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; costs associated with transporting our finished products from

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      Operating Costs and Expenses — Our operating expense ratio was 16.9% in 2003 compared to 17.2% during 2002. Our operating expense ratio decreased due to lower expenses at our former corporate headquarters and the Specialty Foods Group offset by increased costs at the Dairy Group. Corporate expenses were down significantly as our former corporate headquarters in Franklin Park, IL was closed in 2002 resulting in general and administrative and amortization savings of $17.2 million. This was partially offset by an increase in the management fee charged to us by Dean Foods Company in 2003. The 2003 management fee was $12.7 million higher than the 2002 management fee.

      Operating Income — Operating income during 2003 was $308.5 million, an increase of $11.4 million from 2002 operating income of $297.1 million. Our operating margin in 2003 was 8% compared to 7.7% in 2002.

      Other (Income) Expense — Total other expense decreased by $2.3 million in 2003 compared to 2002. Interest expense decreased to $55.2 million in 2003 from $56.3 million in 2002. This decrease was the result of lower interest rates and lower average debt balances in 2003.

      Income Taxes — We are included in Dean Foods Company’s consolidated tax return. Income tax expense, as if we were filing a separate tax return, was recorded at an effective rate of 37% in 2003 compared to 38% in 2002. Our tax rate varies as the mix of earnings contributed by our various business units changes and as tax savings initiatives are adopted.

      The Dairy Group’s net sales increased by approximately $10.9 million or 0.3% in 2003 versus 2002. The change in sales from 2002 to 2003 was due to the following:

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      Volume change for all products declined 0.7% in 2003 compared to 2002. Equivalent gallons of fluid dairy products (including milk, cream and ice cream mix, which represented 71% of the Dairy Group’s 2003 sales) sold were flat in 2003 when compared to 2002. Ice cream and ice cream novelties volumes (which represented 15% of the Dairy Group’s 2003 sales) declined by 5.3% in 2003 compared to 2002, primarily because we sell our ice cream under private labels and local brands, and we lost sales during the year to nationally branded products which were promoted more aggressively than our products. “Other” volumes decreased approximately 14% in 2003 primarily due to the loss of the butter volumes of a customer of our southern California plants.

      In general, we change the prices that we charge our customers for fluid dairy products on a monthly basis, as the costs of our raw materials fluctuate. The increase in sales due to price and product mix shown in the above table primarily results from higher raw milk costs in 2003 than in 2002. These price increases due to increases in the cost of raw milk were offset somewhat by price concessions that were granted in some markets in 2003 due to the competitive environment. 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 2003 compared to 2002:

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

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

      The Dairy Group’s cost of sales ratio remained flat in 2003. Prices of raw milk were significantly lower in the first 8 months of 2003 than in 2002. Increased raw milk prices in the last 4 months of the year did not adversely affect the cost of sales for the full year.

      The increase in the operating expense ratio at the Dairy Group was primarily due to plant closing costs recorded in 2003. In 2002 all of our plant closings were as a result of our acquisition by Dean Foods Company and were accrued for under purchase accounting. In 2003, we recorded plant closing costs of $5.9 million as a component of operating income.

      The Dairy Group’s operating margin declined slightly due to the effects of higher plant closing costs in 2003.

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      The Specialty Foods Group’s net sales increased by $10.6 million or 1.6%, in 2003 versus 2002. The change in net sales from 2002 to 2003 was due to the following:

      The Specialty Foods Group sold EBI Foods, Ltd in October 2002. See Note 2 to our Consolidated Financial Statements. Net of the effects of this divestiture, the Specialty Foods Group’s pickle volumes declined 1.6% in 2003 compared to 2002 due to the bankruptcy of a large customer, and to the overall effects of economic difficulties in the foodservice sector as a whole. Approximately 28% of the Specialty Foods Group’s sales were to foodservice customers in 2003. This decrease was more than offset by a 12.8% increase in unit volumes of powdered coffee creamers as a result of new business and a 15.2% increase in unit volumes of nutritional beverages due to increased demand.

      Pricing was up in all categories primarily due to increased raw material costs that were passed on to customers in the form of higher selling prices. Also, promotional spending that is recorded as a reduction of revenue was down by $15.3 million in 2003 compared to 2002.

      The Specialty Foods Group’s cost of sales ratio increased in 2003 as a result of higher raw material prices, especially glass, and increases in natural gas prices. The Specialty Foods Group uses a significant amount of natural gas in its operations.

      The operating expense ratio for Specialty Foods Group declined in 2003 compared to 2002 primarily due to the sale of EBI Foods, Ltd. in October 2002, which had higher operating expenses, and to lower bonus expense. Bonus expenses were $1.3 million less in 2003 as a result of our actual performance compared to bonus targets.

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      Our Consolidated Financial Statements are included in this report on the following pages.

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INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

      We have audited the accompanying consolidated balance sheets of Dean Holding Company and subsidiaries (the “Company”) (formerly known as Dean Foods Company) as of December 31, 2003 and 2002 (reflecting the new basis of accounting as a result of the purchase business combination discussed in Note 2). We have also audited the consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2003 and 2002 and the period from May 28, 2001 to December 31, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2003 and 2002, and their results of operations and their cash flows of the Company for the years ended December 31, 2003 and 2002 and the period from May 28, 2001 to December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

      As discussed in Note 1 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142.

	/s/ DELOITTE & TOUCHE LLP

Dallas, Texas

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and

      In our opinion, the consolidated statements of income, stockholders’ equity and cash flows for the fiscal year ended May 27, 2001 present fairly, in all material respects, the financial position, results of operations and cash flows of Dean Holding Company and its subsidiaries (formerly Dean Foods Company, the “Predecessor Company”) for the fiscal year ended May 27, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Dean Holding Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

	/s/ PRICEWATERHOUSECOOPERS LLP

June 26, 2001, except as to Notes 2 and 4, which

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DEAN HOLDING COMPANY

CONSOLIDATED BALANCE SHEETS

See Notes to Consolidated Financial Statements.

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DEAN HOLDING COMPANY

CONSOLIDATED STATEMENTS OF INCOME

See Notes to Consolidated Financial Statements.

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DEAN HOLDING COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY