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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

Dean Holding Company

(Exact name of Registrant as specified in its charter)

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

Part I — Financial Information

DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

See Notes to Condensed Consolidated Financial Statements.

DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

See Notes to Condensed Consolidated Financial Statements.

DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

See Notes to Condensed Consolidated Financial Statements.

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005

(unaudited)

      Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the Consolidated Financial Statements in our Annual Report on Form  10-K for the year ended December 31, 2004. 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 the prior year’s Consolidated Financial Statements to current year’s classifications. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. Our results of operations for the period ended March 31, 2005 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our 2004 Consolidated Financial Statements contained in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 17, 2005.

      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 $10.4 million and $10.1 million for the three months ended March 31, 2005 and 2004, 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.

      Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs, product loading and handling costs and costs 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 $112.6 million and $107.6 million for the first three months of 2005 and 2004, respectively.

      Stock-Based Compensation — Certain of our employees participate in employee stock-based compensation plans sponsored by Dean Foods Company. Dean Foods Company has elected to follow Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for stock options. No compensation expense has been recognized as the stock options were granted at exercise prices that were at or above market value at the grant date. Dean Foods Company also grants stock units to certain of our employees. Each stock unit represents the right to receive one share of our common stock in the future. Dean Foods Company has not allocated to us any compensation expense to its subsidiaries for grants of stock units.

      Recently Issued Accounting Pronouncements — The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 123(R), “Share-Based Payment” in December 2004. It will require the cost of employee compensation paid with equity

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

instruments to be measured based on grant-date fair values. That cost will be recognized over the vesting period. SFAS No. 123(R) will become effective for Dean Foods Company in the first quarter of 2006 Dean Foods Company is currently evaluating the impact of SFAS No. 123(R) on the consolidated operations of Dean Foods Company and how the cost resulting under SFAS No. 123(R) will be allocated to its subsidiaries.

      In November 2004, the FASB issued SFAS No. 151, “Inventory Costs — an Amendment of ARB No. 43, Chapter 4.” SFAS No. 151, which is effective for inventory costs incurred during years beginning after June 15, 2005, clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material, requiring that those items be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads be based on the normal capacity of the production facilities. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

      In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” SFAS No. 153 is effective for nonmonetary exchanges occurring in years beginning after June 15, 2005. SFAS No. 153 eliminates the rule in APB No. 29 which excluded from fair value measurement exchanges of similar productive assets. Instead SFAS No. 153 excludes from fair value measurement exchanges of nonmonetary assets that do not have commercial substance. We do not believe the adoption of this standard will have a material impact on our Consolidated Financial Statements.

      Approximately $68.2 million and $88.2 million of our inventory was accounted for under the LIFO method of accounting at March 31, 2005 and December 31, 2004, respectively. Our LIFO reserve was $4.6 million and $4 million at March 31, 2005 and December 31, 2004, respectively.

      Changes in the carrying amount of goodwill for the three months ended March 31, 2005 are as follows:

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of March 31, 2005 and December 31, 2004 are as follows:

      Amortization expense on intangible assets for the three months ended March 31, 2005 and 2004 was approximately $900,000 and $800,000, respectively. Estimated aggregate intangible asset amortization expense for the next five years is as follows:

      Senior Notes — We had $700 million (face value) of senior notes outstanding at December 31, 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 property interests and a prohibition against granting liens on the stock of our subsidiaries. At the date of our acquisition by Dean Foods Company, our long-term debt was re-valued to its current market value. The adjustment to fair value is reflected as a discount on senior notes in our Consolidated Financial Statements.

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Receivables-Backed Facility — We participate in Dean Foods Company’s $600 million receivables securitization facility pursuant to which 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. Dean Foods Company does not allocate interest related to the receivables-backed facility to us. Therefore, no interest costs related to this facility have been reflected on our income statements.

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

      Letters of Credit — At March 31, 2005, $10.5 million of letters of credit were outstanding. The majority of letters of credit were required by various utilities and government entities for performance and insurance guarantees.

      Comprehensive income (loss) consists of net income plus all other changes in equity from non-owner sources. Consolidated comprehensive income was $33.4 million for the three months ended March 31, 2005. The amounts of income tax (expense) benefit allocated to each component of other comprehensive income during the three months ended March 31, 2005 are included below.

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

      We expect to contribute $25.6 million to our pension plans during 2005.

      Postretirement Benefits — Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific group contracts.

      We expect to contribute $1.2 million to our postretirement health plans during 2005.

      Facility Closing and Reorganization Costs — We recorded net facility closing and reorganization costs of $2.1 million and $2.7 million during the first three months of 2005 and 2004, respectively.

      The charges recorded during 2005 are primarily related to the following:

      We expect to incur additional charges related to these restructuring plans of approximately $3.7 million, including an additional $400,000 in work force reduction costs and approximately $3.3 million

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in shutdown and other costs. Approximately $3.4 million and $300,000 of these additional charges are expected to be completed by December 2005 and December 2006, respectively.

      The principal components of our continued reorganization and cost reduction efforts include the following:

      We consider several factors when evaluating a potential facility closure, including, among other things, the impact of such a closure on our customers, the impact on production, distribution and overhead costs, the investment required to complete any such closure, and the impact on future investment decisions. Some facility closures are pursued to improve our operating cost structure, while others enable us to avoid unnecessary capital expenditures, allowing us to more prudently invest our capital expenditure dollars in our production facilities and better serve our customers.

      Activity for the first three months of 2005 is summarized below:

      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 facilities in Atkins, Arkansas and Cairo, Georgia, and one Dairy Group facility 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:

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Activity with respect to these liabilities for the first three months of 2005 is summarized below:

      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. Dean Foods Company’s senior credit facility provides for a $1.5 billion revolving credit facility and a $1.5 billion term loan. At March 31, 2005 there were outstanding term loan borrowings of $1.5 billion under the senior credit facility, and $356.2 million outstanding under the revolving line of credit. Letters of credit in the aggregate amount of $129.3 million were issued but undrawn. At March 31, 2005 approximately $1.01 billion was available for future borrowings under Dean Foods Company’s revolving credit facility.

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

      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

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 health care, 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.

      Leases and Purchase Obligations — 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.

      We have entered into various contracts obligating us to purchase minimum quantities of cucumbers used in our production processes. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process.

      Litigation, Investigations and Audits — We are parties from time to time to certain claims, litigation, audits and investigations. We believe that we have established adequate reserves to satisfy any probable 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.

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

      Our Dairy Group segment is our largest segment. It manufactures, markets and distributes a wide variety of branded and private label 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.

      Our Specialty Foods Group is the nation’s leading private label pickle processor, and the largest manufacturer and seller of non-dairy powdered creamer in the United States. The Specialty Foods Group also manufactures and sells a variety of other foods, such as aseptic sauces and puddings. On January 27, 2005 we announced our intent to pursue a spin-off of our Specialty Goods Group. We expect the spin-off to be complete in the third quarter of 2005.

      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 2004 Consolidated Financial Statements contained in our 2004 Annual Report on Form 10-K.

DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      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.

      Substantially all of our business is within the United States.

      Significant Customers — Our Dairy Group and Specialty Foods Group segments have a single customer that represented greater than 10% of their sales in the first quarter of 2005. Approximately 15.3% of our consolidated sales were to this same customer.

      We are a wholly-owned subsidiary of Dean Foods Company. Our operations consist of two segments: Dairy Group and 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.

Consolidated Results

      Net Sales — Consolidated net sales increased approximately 7.1% to $1.06 billion during the first quarter of 2005 from $993.2 million during the first quarter of 2004. Net sales by segment are shown in the table below.

      Net sales increased approximately $70.1 million during the first quarter of 2005 compared to the same period in the prior year primarily due to higher selling prices resulting from the pass-through of increased Class I raw milk costs at our Dairy Group. The increase in net sales at the Dairy Group was slightly offset by decreased sales at our Specialty Foods Group due to the loss of nutritional beverages volume. 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 increased to 76.5% in the first quarter of 2005 compared to 75.5% in the first quarter of 2004 due to increased raw material costs that affected both of our segments in the first quarter of 2005.

      Operating Costs and Expenses — Our operating expenses increased approximately $3.1 million during the first quarter of 2005 as compared to the same period in the prior year. Our operating expense ratio was 17% in the first quarter of 2005 compared to 17.9% during the first quarter of 2004. Operating expenses increased primarily due to an increase in distribution costs of $5 million due largely to increased fuel costs. This increase was offset somewhat by lower facility closing and reorganization costs.

      Operating Income — Operating income during the first quarter of 2005 was $69 million, an increase of $3.3 million from the first quarter of 2004 operating income of $65.7 million. Our operating margin in the first quarter of 2005 was 6.5% compared to 6.6% in the first quarter of 2004. Our operating margin decreased primarily as a result of higher raw material and distribution costs, and the effect of increased sales. See “— Results by Segment” for more information.

      Other (Income) Expense — Total other expense increased slightly to $13.7 million in the first quarter of 2005 compared to $11.9 million in the first quarter of 2004. Interest expense increased slightly to $13.9 million in the first quarter of 2005 from $13.8 million in the first quarter of 2004. Other operating income decreased $1.8 million in the first quarter of 2005 compared to this same period in the prior year primarily due to a gain on the sale of a facility in the Southwest region of our Dairy Group in the first quarter of 2004.

      Income Taxes — Income tax expense was recorded at an effective rate of 38% in the first quarter of 2005 compared to 37.9% in the first quarter of 2004. Our tax rate varies as the mix of earnings contributed by our various business units changes.

Results by Segment

      The key performance indicators of our Dairy Group are sales volumes, gross profit and operating income.

      The Dairy Group’s net sales increased by approximately $78.4 million, or 9.5%, in the first quarter of 2005 versus the first quarter of 2004. The change in net sales from the first quarter of 2004 to the first quarter of 2005 was due to the following:

      The most significant cause of the increase in the Dairy Group’s net sales was price increases. 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. Class I raw milk prices were approximately 36% higher in the first quarter of 2005 compared to the first quarter of 2004. 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 quarter of 2005 compared to the first quarter of 2004:

      Fluid milk volumes decreased 1.2% during the first quarter of 2005 as a result of a regional realignment by Dean Foods Company that moved some of the fluid milk volumes in our Midwest region into other facilities owned by Dean Foods Company but not owned by us. Approximately 77% of the Dairy Group’s sales during the quarter were fluid milk. This volume decrease was compounded by a decline in other products, primarily cultured products, resulting in an overall volume decline of 1.8% during the first quarter of 2005 compared to the first quarter of 2004. We lost cultured products volumes primarily in our California facilities due to a gradual decline in their customers base.

      The Dairy Group’s cost of sales ratio increased to 76.2% in the first quarter of 2005 from 75% in the first quarter of 2004 primarily due to the increase in Class I raw milk costs compared to the prior year. In addition, increased resin costs negatively impacted cost of goods sold by approximately $6.1 million. Resin is the primary component used in our plastic bottles. Partly offsetting these increases was an approximately 9% decline in Class II butterfat prices. Because monthly Class II butterfat prices are not announced by the government until after the end of the month, there is a lag between the time of a Class II butterfat decrease and the effectiveness of a corresponding price decrease to our customers.

      The Dairy Group’s operating expense ratio decreased to 16.7% in the first quarter of 2005 from 17.6% in the first quarter of 2004, primarily due to the relatively smaller increase in operating expense dollars compared to the increase in sales dollars. Operating expense dollars increased approximately $5.5 million during the first quarter of 2005 compared to the first quarter of 2004 primarily due to an increase in distribution costs. Total distribution costs increased $5 million as a result of higher fuel prices, increased deliveries in our direct store delivery system and the acquisition of several small distributors in the fourth quarter of 2004.

      The key performance indicators of our Specialty Foods Group are sales dollars, gross profit and operating income.

      The Specialty Foods Group’s net sales decreased by $8.3 million, or 5%, in the first quarter of 2005 versus the first quarter of 2004. The change in net sales from the first quarter of 2004 to the first quarter of 2005 was due to the following:

      The decrease in sales was due to the loss of nutritional beverage volumes resulting from our exit from this line of products in the fourth quarter of 2004 and from decreased pickle sales.

      Costs of goods sold decreased approximately $6.1 million due to lower sales. This decrease was partly offset by increased raw material costs, particularly casein and cheese, which were approximately $2 million higher than in the first quarter of 2004, and due to higher packaging costs of approximately $1 million.

      Operating expenses for the Specialty Foods Group decreased slightly to $16.9 million in the first quarter of 2005 versus $17.5 million in the first quarter of 2004. This decrease was primarily due to lower selling and marketing expenses of approximately $1.2 million related to reduced headcount and lower trade spending. This decrease was partly offset by approximately $700,000 of expenses related to the Specialty Foods Group spin-off.

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

Scope of the Controls Evaluation

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

Conclusions

      Based upon our most recent controls evaluation, our CEO and CFO have concluded that, 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 first quarter of 2005, 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.

Part II — Other Information

      (a) Exhibits

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.

May 13, 2005

EXHIBIT INDEX