Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information In September of 2014, we issued debt securities that are guaranteed by certain of our 100% owned subsidiaries. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, the following condensed consolidating financial statements present the balance sheets as of June 30, 2015 and December 31, 2014 and the statements of comprehensive income for the three and six months ended June 30, 2015 and 2014 and cash flows for each of the six months ended June 30, 2015 and 2014 for The WhiteWave Foods Company (referred to as “Parent” for the purpose of this note only), the combined guarantor subsidiaries, the combined non-guarantor subsidiaries and elimination adjustments necessary to arrive at the information for the Parent, guarantor subsidiaries and non-guarantor subsidiaries on a consolidated basis. Investments in subsidiaries are accounted for using the equity method for this presentation. All guarantors of our debt securities are also guarantors for our senior secured credit facilities. The guarantee is full and unconditional and joint and several. Our senior secured credit facilities are secured by security interest and liens on substantially all of our assets and the assets of our domestic subsidiaries and is presented in the Parent column of the accompanying condensed consolidating balance sheets as of June 30, 2015 and December 31, 2014 . Condensed Consolidating Balance Sheets June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) ASSETS Current assets: Cash and cash equivalents $ — $ 2,013 $ 25,395 $ — $ 27,408 Trade receivables, net of allowance 1,633 139,989 73,021 — 214,643 Inventories — 219,164 38,997 — 258,161 Deferred income taxes 11,418 8,871 2,146 — 22,435 Income tax receivable 34,472 — 30 — 34,502 Prepaid expenses and other current assets 1,295 13,436 13,007 — 27,738 Intercompany receivables 1,086,156 472,824 — (1,558,980 ) — Total current assets 1,134,974 856,297 152,596 (1,558,980 ) 584,887 Investment in equity method investments 3,361 — 33,677 — 37,038 Investment in consolidated subsidiaries 2,026,674 422,118 — (2,448,792 ) — Property, plant, and equipment, net 7,202 846,162 204,264 — 1,057,628 Deferred income taxes 20,230 — — (20,230 ) — Identifiable intangible and other assets, net 32,101 616,751 88,418 — 737,270 Goodwill — 928,280 140,260 — 1,068,540 Total Assets $ 3,224,542 $ 3,669,608 $ 619,215 $ (4,028,002 ) $ 3,485,363 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 42,120 $ 309,406 $ 116,882 $ — $ 468,408 Current portion of debt and capital lease obligations 20,000 1,194 — — 21,194 Income tax payable — — 1,792 — 1,792 Intercompany payables 473,356 1,065,383 20,241 (1,558,980 ) — Total current liabilities 535,476 1,375,983 138,915 (1,558,980 ) 491,394 Long-term debt and capital lease obligations 1,513,245 20,202 — — 1,533,447 Deferred income taxes — 244,876 47,695 (20,230 ) 272,341 Other long-term liabilities 27,783 1,873 10,487 — 40,143 Total liabilities 2,076,504 1,642,934 197,097 (1,579,210 ) 2,337,325 Total shareholders' equity 1,148,038 2,026,674 422,118 (2,448,792 ) 1,148,038 Total Liabilities and Shareholders' Equity $ 3,224,542 $ 3,669,608 $ 619,215 $ (4,028,002 ) $ 3,485,363 Condensed Consolidating Balance Sheets December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) ASSETS Current assets: Cash and cash equivalents $ — $ 524 $ 49,716 $ — $ 50,240 Trade receivables, net of allowance 317 134,352 58,023 — 192,692 Inventories — 182,770 32,899 — 215,669 Deferred income taxes 12,305 15,742 2,216 — 30,263 Income tax receivable 13,382 — 1,073 — 14,455 Prepaid expenses and other current assets 4,632 18,318 12,918 — 35,868 Intercompany receivables 1,087,095 504,442 — (1,591,537 ) — Total current assets 1,117,731 856,148 156,845 (1,591,537 ) 539,187 Investment in equity method investments — 3,000 40,160 — 43,160 Investment in consolidated subsidiaries 1,968,899 438,832 — (2,407,731 ) — Property, plant, and equipment, net 7,953 795,696 189,558 — 993,207 Deferred income taxes 20,835 — — (20,835 ) — Identifiable intangible and other assets, net 31,803 600,592 96,616 — 729,011 Goodwill — 916,482 151,794 — 1,068,276 Total Assets $ 3,147,221 $ 3,610,750 $ 634,973 $ (4,020,103 ) $ 3,372,841 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 41,478 $ 319,247 $ 109,039 $ — $ 469,764 Current portion of debt and capital lease obligations 20,000 1,158 — — 21,158 Income taxes payable — — 496 — 496 Intercompany payables 504,442 1,062,081 25,014 (1,591,537 ) — Total current liabilities 565,920 1,382,486 134,549 (1,591,537 ) 491,418 Long-term debt and capital lease obligations 1,475,000 20,822 — — 1,495,822 Deferred income taxes — 236,983 50,862 (20,835 ) 267,010 Other long-term liabilities 29,814 1,560 10,730 — 42,104 Total liabilities 2,070,734 1,641,851 196,141 (1,612,372 ) 2,296,354 Total shareholders' equity 1,076,487 1,968,899 438,832 (2,407,731 ) 1,076,487 Total Liabilities and Shareholders' Equity $ 3,147,221 $ 3,610,750 $ 634,973 $ (4,020,103 ) $ 3,372,841 Condensed Consolidating Statements of Comprehensive Income Three months ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 791,015 $ 132,617 $ — $ 923,632 Cost of goods sold — 523,639 73,835 — 597,474 Gross profit — 267,376 58,782 — 326,158 Operating expenses: Selling, distribution, and marketing — 144,343 29,968 — 174,311 General and administrative 26,131 33,889 14,825 — 74,845 Total operating expenses 26,131 178,232 44,793 — 249,156 Operating (loss) income (26,131 ) 89,144 13,989 — 77,002 Other expense (income): Interest expense 13,522 326 85 — 13,933 Other expense (income), net (46,504 ) 43,351 4,141 — 988 Total other expense (income) (32,982 ) 43,677 4,226 — 14,921 Income before income taxes and equity in earnings of subsidiaries 6,851 45,467 9,763 — 62,081 Income tax expense 3,534 16,593 2,087 — 22,214 Income before loss in equity method investments and equity in earnings of subsidiaries 3,317 28,874 7,676 — 39,867 Loss in equity method investments 205 — 2,218 — 2,423 Equity in earnings of consolidated subsidiaries 34,332 5,458 — (39,790 ) — Net income 37,444 34,332 5,458 (39,790 ) 37,444 Other comprehensive income, net of tax 15,920 15,920 16,317 (32,237 ) 15,920 Comprehensive income $ 53,364 $ 50,252 $ 21,775 $ (72,027 ) $ 53,364 Condensed Consolidating Statements of Comprehensive Income (Loss) Six months ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 1,571,389 $ 263,384 $ — $ 1,834,773 Cost of goods sold — 1,051,644 148,397 — 1,200,041 Gross profit — 519,745 114,987 — 634,732 Operating expenses: Selling, distribution, and marketing — 282,053 60,019 — 342,072 General and administrative 50,317 66,841 28,431 — 145,589 Total operating expenses 50,317 348,894 88,450 — 487,661 Operating income (50,317 ) 170,851 26,537 — 147,071 Other expense (income): Interest expense 21,859 589 152 — 22,600 Other expense (income), net (77,018 ) 77,664 4,141 — 4,787 Total other expense (income) (55,159 ) 78,253 4,293 — 27,387 Income before income taxes and equity in earnings of subsidiaries 4,842 92,598 22,244 — 119,684 Income tax expense 3,461 33,957 4,978 — 42,396 Income before loss in equity method investments and equity in earnings of subsidiaries 1,381 58,641 17,266 — 77,288 Loss in equity method investments 339 — 6,158 — 6,497 Equity in earnings of consolidated subsidiaries 69,749 11,108 — (80,857 ) — Net income 70,791 69,749 11,108 (80,857 ) 70,791 Other comprehensive income (loss), net of tax (27,023 ) (27,023 ) (27,005 ) 54,028 (27,023 ) Comprehensive income (loss) $ 43,768 $ 42,726 $ (15,897 ) $ (26,829 ) $ 43,768 Condensed Consolidating Statement of Comprehensive Income Three months ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 709,521 $ 128,405 $ — $ 837,926 Cost of goods sold — 479,801 72,865 — 552,666 Gross profit — 229,720 55,540 — 285,260 Operating expenses: Selling, distribution, and marketing — 127,968 28,942 — 156,910 General and administrative 20,395 27,754 13,481 — 61,630 Asset disposal and exit costs — (55 ) — — (55 ) Total operating expenses 20,395 155,667 42,423 — 218,485 Operating income (loss) (20,395 ) 74,053 13,117 — 66,775 Other expense (income): Interest expense 7,152 310 50 — 7,512 Other expense (income), net (26,924 ) 30,479 (7 ) — 3,548 Total other expense (income) (19,772 ) 30,789 43 — 11,060 Income (loss) before income taxes (623 ) 43,264 13,074 — 55,715 Income tax expense 739 16,663 3,364 — 20,766 (Loss) income before loss in equity method investments and equity in earnings of subsidiaries (1,362 ) 26,601 9,710 — 34,949 Loss in equity method investments — — (542 ) — (542 ) Equity in earnings of consolidated subsidiaries 35,769 9,168 — (44,937 ) — Net income 34,407 35,769 9,168 (44,937 ) 34,407 Other comprehensive loss, net of tax (454 ) (454 ) (445 ) 899 (454 ) Comprehensive income $ 33,953 $ 35,315 $ 8,723 $ (44,038 ) $ 33,953 Condensed Consolidating Statement of Comprehensive Income (Loss) Six months ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 1,414,122 $ 254,027 $ — $ 1,668,149 Cost of goods sold — 962,897 146,778 — 1,109,675 Gross profit — 451,225 107,249 — 558,474 Operating expenses: Selling, distribution, and marketing — 246,097 58,204 — 304,301 General and administrative 50,470 57,204 26,242 — 133,916 Asset disposal and exit costs — (703 ) — — (703 ) Total operating expenses 50,470 302,598 84,446 — 437,514 Operating income (loss) (50,470 ) 148,627 22,803 — 120,960 Other expense (income): Interest expense 12,517 630 87 — 13,234 Other expense (income), net (59,777 ) 64,133 — — 4,356 Total other expense (income) (47,260 ) 64,763 87 — 17,590 Income (loss) before income taxes (3,210 ) 83,864 22,716 — 103,370 Income tax expense 1,111 29,905 5,045 — 36,061 (Loss) income before loss in equity method investments and equity in earnings of subsidiaries (4,321 ) 53,959 17,671 — 67,309 Loss in equity method investments — — (542 ) — (542 ) Equity in earnings of consolidated subsidiaries 71,088 17,129 — (88,217 ) — Net income 66,767 71,088 17,129 (88,217 ) 66,767 Other comprehensive income, net of tax 271 271 789 (1,060 ) 271 Comprehensive income $ 67,038 $ 71,359 $ 17,918 $ (89,277 ) $ 67,038 Condensed Consolidating Statements of Cash Flows Six months ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 3,939 $ 88,970 $ 13,954 $ — $ 106,863 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in unconsolidated entity (701 ) — — — (701 ) Payments for acquisition, net of cash acquired of $1,530 — (38,672 ) — — (38,672 ) Proceeds from acquisition adjustments — 346 — — 346 Payments for property, plant, and equipment (586 ) (103,158 ) (36,893 ) — (140,637 ) Intercompany contributions (48,196 ) — (4,772 ) 52,968 — Proceeds from sale of fixed assets — 1,619 7,261 — 8,880 Net cash used in investing activities (49,483 ) (139,865 ) (34,404 ) 52,968 (170,784 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — 52,968 — (52,968 ) — Repayment of debt (10,000 ) — — — (10,000 ) Payments on capital lease obligations — (584 ) — — (584 ) Proceeds from revolver line of credit 270,345 — — — 270,345 Payments for revolver line of credit (222,100 ) — — — (222,100 ) Proceeds from exercise of stock options 3,558 — — — 3,558 Minimum tax withholding paid on behalf of employees for restricted stock units (7,565 ) — — — (7,565 ) Excess tax benefit from share-based compensation 11,345 — — — 11,345 Payment of deferred financing costs (39 ) — — — (39 ) Net cash provided by (used in) financing activities 45,544 52,384 — (52,968 ) 44,960 Effect of exchange rate changes on cash and cash equivalents — — (3,871 ) — (3,871 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 1,489 (24,321 ) — (22,832 ) Cash and cash equivalents, beginning of period — 524 49,716 — 50,240 Cash and cash equivalents, end of period $ — $ 2,013 $ 25,395 $ — $ 27,408 Condensed Consolidating Statements of Cash Flows Six months ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ (18,531 ) $ 106,768 $ 29,512 $ — $ 117,749 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in equity method investment — — (47,285 ) — (47,285 ) Payments for acquisition, net of cash acquired of $5,638 — (603,373 ) — — (603,373 ) Payments for property, plant, and equipment (40,350 ) (80,205 ) (19,295 ) — (139,850 ) Intercompany contributions (578,517 ) — — 578,517 — Proceeds from sale of fixed assets — 122 — — 122 Net cash provided by (used in) investing activities (618,867 ) (683,456 ) (66,580 ) 578,517 (790,386 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — 577,129 1,388 (578,517 ) — Proceeds from the issuance of debt 500,000 — — — 500,000 Repayment of debt (10,000 ) — — — (10,000 ) Payments on capital lease obligations — (508 ) — — (508 ) Proceeds from revolver line of credit 489,850 — — — 489,850 Payments for revolver line of credit (340,060 ) — — — (340,060 ) Proceeds from exercise of stock options 1,281 — — — 1,281 Minimum tax withholding paid on behalf of employees for restricted stock units (3,491 ) — — — (3,491 ) Excess tax benefit from share-based compensation 3,196 — — — 3,196 Payment of deferred financing costs (3,378 ) — — — (3,378 ) Net cash provided by (used in) financing activities 637,398 576,621 1,388 (578,517 ) 636,890 Effect of exchange rate changes on cash and cash equivalents — — 595 — 595 DECREASE IN CASH AND CASH EQUIVALENTS — (67 ) (35,085 ) — (35,152 ) Cash and cash equivalents, beginning of period — 673 100,432 — 101,105 Cash and cash equivalents, end of period $ — $ 606 $ 65,347 $ — $ 65,953 |