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October 24, 2012
VIA EDGAR SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Paul Monsour
Re: | The WhiteWave Foods Company |
| Registration Statement on Form S-1 |
Ladies and Gentlemen:
On behalf of The WhiteWave Foods Company (the “Company”), submitted herewith for filing is Amendment No. 5 (“Amendment No. 5”) to the Registration Statement referenced above (the “Registration Statement”). Amendment No. 5 is being filed for the purpose of filing exhibits. The Company hereby advises the Staff that the draft schedules to Exhibits 10.1, 10.2 and 10.4 to the Registration Statement (the “Exhibits”) remain subject to completion by the Company and Dean Foods. While the schedules are not yet complete, the Company does not believe that the supplemented or modified information that will be contained in the final schedules to the Exhibits will present a material risk for the Company nor be material to a reasonable investor’s investment decision with regard to the Company’s Class A common stock.
In connection with the Company’s filing on October 25, 2012 of Amendment No. 5, I have enclosed three copies of:
| • | | The Amendment No. 5 Exhibit Index marked against the Amendment No. 4 Exhibit Index to Registration Statement on Form S-1 filed October 19, 2012. |
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Securities and Exchange Commission
October 24, 2012
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If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (202) 663-6402 or facsimile at (202) 663-6363. Thank you for your assistance.
Very truly yours,
/s/ Erika L. Robinson
Erika L. Robinson
cc: | Gregg L. Engles, Chief Executive Officer |
| Kelly J. Haecker, Chief Financial Officer |
| Roger E. Theodoredis, Executive Vice President, General Counsel |
| Rachel A. Gonzalez, Senior Vice President and Deputy General Counsel, Dean Foods Company |