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 September 30, 2015 and December 31, 2014 and the statements of comprehensive income for the three and nine months ended September 30, 2015 and 2014 and cash flows for each of the nine months ended September 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 September 30, 2015 and December 31, 2014 . Condensed Consolidating Balance Sheets September 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) ASSETS Current assets: Cash and cash equivalents $ — $ 3,598 $ 25,423 $ — $ 29,021 Trade receivables, net of allowance 1,389 170,381 76,049 — 247,819 Inventories — 242,643 46,562 (7,168 ) 282,037 Deferred income taxes 16,132 21,838 2,825 — 40,795 Income tax receivable 12,640 — 1,224 (50 ) 13,814 Prepaid expenses and other current assets 5,132 13,101 11,291 — 29,524 Intercompany receivables 1,813,044 571,643 41,692 (2,426,379 ) — Total current assets 1,848,337 1,023,204 205,066 (2,433,597 ) 643,010 Investment in equity method investments 3,126 — 30,475 — 33,601 Investment in consolidated subsidiaries 2,121,531 967,275 — (3,088,806 ) — Property, plant, and equipment, net 6,689 865,840 219,831 — 1,092,360 Deferred income taxes 12,804 — — (12,804 ) — Identifiable intangible and other assets, net 31,249 654,875 396,937 — 1,083,061 Goodwill — 1,018,588 404,859 — 1,423,447 Total Assets $ 4,023,736 $ 4,529,782 $ 1,257,168 $ (5,535,207 ) $ 4,275,479 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 54,564 $ 320,763 $ 116,319 $ — $ 491,646 Current portion of debt and capital lease obligations 20,000 1,213 2,485 — 23,698 Income tax payable — 50 2,957 (50 ) 2,957 Intercompany payables 568,619 1,834,461 23,299 (2,426,379 ) — Total current liabilities 643,183 2,156,487 145,060 (2,426,429 ) 518,301 Long-term debt and capital lease obligations 2,164,345 19,892 — — 2,184,237 Deferred income taxes — 226,890 126,716 (12,804 ) 340,802 Other long-term liabilities 26,776 4,982 10,949 — 42,707 Total liabilities 2,834,304 2,408,251 282,725 (2,439,233 ) 3,086,047 Total shareholders' equity 1,189,432 2,121,531 974,443 (3,095,974 ) 1,189,432 Total Liabilities and Shareholders' Equity $ 4,023,736 $ 4,529,782 $ 1,257,168 $ (5,535,207 ) $ 4,275,479 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 (Loss) Three months ended September 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 861,699 $ 161,062 $ (18,873 ) $ 1,003,888 Cost of goods sold — 576,277 92,764 (16,284 ) 652,757 Gross profit — 285,422 68,298 (2,589 ) 351,131 Operating expenses: Selling, distribution, and marketing — 156,124 31,660 — 187,784 General and administrative 17,648 35,403 17,184 — 70,235 Total operating expenses 17,648 191,527 48,844 — 258,019 Operating (loss) income (17,648 ) 93,895 19,454 (2,589 ) 93,112 Other (income) expense: Interest expense 15,684 207 88 — 15,979 Other (income) expense, net (27,700 ) 30,666 (417 ) — 2,549 Total other (income) expense (12,016 ) 30,873 (329 ) — 18,528 Income (loss) before income taxes and equity in earnings of subsidiaries (5,632 ) 63,022 19,783 (2,589 ) 74,584 Income tax expense (benefit) (6,930 ) 26,963 1,798 — 21,831 Income before loss in equity method investments and equity in earnings of subsidiaries 1,298 36,059 17,985 (2,589 ) 52,753 Loss in equity method investments 236 — 2,495 — 2,731 Equity in earnings of consolidated subsidiaries 48,960 12,901 — (61,861 ) — Net income 50,022 48,960 15,490 (64,450 ) 50,022 Other comprehensive loss, net of tax (14,821 ) (14,821 ) (13,315 ) 28,136 (14,821 ) Comprehensive income (loss) $ 35,201 $ 34,139 $ 2,175 $ (36,314 ) $ 35,201 Condensed Consolidating Statements of Comprehensive Income (Loss) Nine months ended September 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 2,433,087 $ 424,447 $ (18,873 ) $ 2,838,661 Cost of goods sold — 1,627,921 241,160 (16,284 ) 1,852,797 Gross profit — 805,166 183,287 (2,589 ) 985,864 Operating expenses: Selling, distribution, and marketing — 438,177 91,679 — 529,856 General and administrative 67,965 102,244 45,615 — 215,824 Total operating expenses 67,965 540,421 137,294 — 745,680 Operating (loss) income (67,965 ) 264,745 45,993 (2,589 ) 240,184 Other (income) expense: Interest expense 37,543 796 241 — 38,580 Other (income) expense, net (104,718 ) 108,330 3,725 — 7,337 Total other (income) expense (67,175 ) 109,126 3,966 — 45,917 Income (loss) before income taxes and equity in earnings of subsidiaries (790 ) 155,619 42,027 (2,589 ) 194,267 Income tax expense (benefit) (3,469 ) 60,920 6,776 — 64,227 Income before loss in equity method investments and equity in earnings of subsidiaries 2,679 94,699 35,251 (2,589 ) 130,040 Loss in equity method investments 575 — 8,652 — 9,227 Equity in earnings of consolidated subsidiaries 118,709 24,010 — (142,719 ) — Net income 120,813 118,709 26,599 (145,308 ) 120,813 Other comprehensive loss, net of tax (41,844 ) (41,844 ) (40,319 ) 82,163 (41,844 ) Comprehensive income (loss) $ 78,969 $ 76,865 $ (13,720 ) $ (63,145 ) $ 78,969 Condensed Consolidating Statement of Comprehensive Income (Loss) Three months ended September 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 728,279 $ 129,188 $ — $ 857,467 Cost of goods sold — 492,334 72,377 — 564,711 Gross profit — 235,945 56,811 — 292,756 Operating expenses: Selling, distribution, and marketing — 127,266 30,490 — 157,756 General and administrative 19,384 27,375 14,894 — 61,653 Total operating expenses 19,384 154,641 45,384 — 219,409 Operating (loss) income (19,384 ) 81,304 11,427 — 73,347 Other (income) expense: Interest expense 9,379 282 52 — 9,713 Other (income) expense, net (30,000 ) 28,330 — — (1,670 ) Total other (income) expense (20,621 ) 28,612 52 — 8,043 Income before income taxes 1,237 52,692 11,375 — 65,304 Income tax expense 1,217 19,900 1,882 — 22,999 Income before loss in equity method investments and equity in earnings of subsidiaries 20 32,792 9,493 — 42,305 Loss in equity method investments — — 1,448 — 1,448 Equity in earnings of consolidated subsidiaries 40,837 8,045 — (48,883 ) — Net income 40,857 40,837 8,045 (48,883 ) 40,857 Other comprehensive loss, net of tax (33,885 ) (33,885 ) (34,514 ) 68,399 (33,885 ) Comprehensive income (loss) $ 6,972 $ 6,952 $ (26,469 ) $ 19,516 $ 6,972 Condensed Consolidating Statement of Comprehensive Income (Loss) Nine months ended September 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 2,142,402 $ 383,215 $ — $ 2,525,617 Cost of goods sold — 1,455,231 219,156 — 1,674,387 Gross profit — 687,171 164,059 — 851,230 Operating expenses: Selling, distribution, and marketing — 373,363 88,694 — 462,057 General and administrative 69,853 84,580 41,136 — 195,569 Asset disposal and exit costs — (704 ) — — (704 ) Total operating expenses 69,853 457,239 129,830 — 656,922 Operating (loss) income (69,853 ) 229,932 34,229 — 194,308 Other (income) expense: Interest expense 21,896 913 138 — 22,947 Other (income) expense, net (89,777 ) 92,464 — — 2,687 Total other (income) expense (67,881 ) 93,377 138 — 25,634 Income (loss) before income taxes (1,972 ) 136,555 34,091 — 168,674 Income tax expense 2,329 49,805 6,925 — 59,059 (Loss) income before loss in equity method investments and equity in earnings of subsidiaries 107,624 111,925 27,166 (137,100 ) 109,615 Loss in equity method investments — — 1,991 — 1,991 Equity in earnings of consolidated subsidiaries 111,925 25,175 — (137,100 ) — Net income 107,624 111,925 25,175 (137,100 ) 107,624 Other comprehensive loss, net of tax (33,614 ) (33,614 ) (33,315 ) 66,929 (33,614 ) Comprehensive income (loss) $ 74,010 $ 78,311 $ (8,140 ) $ (70,171 ) $ 74,010 Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 41,984 $ 103,850 $ 23,211 $ — $ 169,045 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in equity method investments (701 ) — — — (701 ) Payments for acquisition, net of cash acquired of $8,521 — (159,208 ) (548,397 ) — (707,605 ) Proceeds from acquisition adjustments — 346 — — 346 Payments for property, plant, and equipment (245 ) (137,420 ) (59,231 ) — (196,896 ) Intercompany contributions (736,344 ) — — 736,344 — Proceeds from sale of fixed assets — 2,152 6,779 — 8,931 Net cash used in investing activities (737,290 ) (294,130 ) (600,849 ) 736,344 (895,925 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — 194,229 542,115 (736,344 ) — Repayment of debt (15,000 ) — — — (15,000 ) Payments on capital lease obligations — (875 ) — — (875 ) Proceeds from revolver line of credit 1,093,945 — 47,123 — 1,141,068 Payments for revolver line of credit (389,600 ) — (44,619 ) — (434,219 ) Proceeds from stock options 13,815 — — — 13,815 Minimum tax withholding paid on behalf of employees for stock based compensation (27,856 ) — — — (27,856 ) Excess tax benefit from share-based compensation 20,464 — — — 20,464 Payment of deferred financing costs (462 ) — — — (462 ) Net cash provided by financing activities 695,306 193,354 544,619 (736,344 ) 696,935 Effect of exchange rate changes on cash and cash equivalents — — 8,726 — 8,726 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 3,074 (24,293 ) — (21,219 ) Cash and cash equivalents, beginning of period — 524 49,716 — 50,240 Cash and cash equivalents, end of period $ — $ 3,598 $ 25,423 $ — $ 29,021 Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (20,871 ) $ 148,777 $ 40,210 $ — $ 168,116 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in equity method investment — — (47,285 ) — (47,285 ) Payments for acquisition, net of cash acquired of $5,638 — (603,134 ) — — (603,134 ) Payments for property, plant, and equipment (40,933 ) (133,795 ) (34,609 ) — (209,337 ) Intercompany contributions (590,907 ) — — (590,907 ) — Proceeds from sale of fixed assets — 400 — — 400 Net cash used in investing activities (631,840 ) (736,529 ) (81,894 ) (590,907 ) (859,356 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — 588,482 2,425 (590,907 ) — Proceeds from the issuance of debt 1,025,000 — — — 1,025,000 Repayment of debt (10,000 ) — — — (10,000 ) Payments on capital lease obligations — (766 ) — — (766 ) Proceeds from revolver line of credit 622,450 — — — 622,450 Payments for revolver line of credit (800,100 ) — — — (800,100 ) Proceeds from exercise of stock options 5,472 — — — 5,472 Minimum tax withholding paid on behalf of employees for stock based compensation (6,975 ) — — — (6,975 ) Excess tax benefit from share-based compensation 3,421 — — — 3,421 Payment of deferred financing costs (18,019 ) — — — (18,019 ) Net cash provided by financing activities 821,249 587,716 2,425 (590,907 ) 820,483 Effect of exchange rate changes on cash and cash equivalents — — (4,170 ) — (4,170 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 168,538 (36 ) (43,429 ) — 125,073 Cash and cash equivalents, beginning of period — 673 100,432 — 101,105 Cash and cash equivalents, end of period $ 168,538 $ 637 $ 57,003 $ — $ 226,178 |