Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information In September 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 financial position, results of operations and cash flows of The WhiteWave Foods Company (referred to as “Parent” for the purpose of this note only), the combined guarantor subsidiaries on a guarantor−only basis, the combined non-guarantor subsidiaries on a non-guarantor-only basis 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. The following condensed consolidating financial information presents the balance sheets as of December 31, 2015 and 2014, and the statements of comprehensive income and cash flows for each of the three years ended December 31, 2015, 2014, and 2013 for the Parent, guarantor subsidiaries and non-guarantor subsidiaries and elimination adjustments. Condensed Consolidating Balance Sheets December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) ASSETS Current assets: Cash and cash equivalents $ — $ 2,282 $ 36,328 $ — $ 38,610 Trade receivables, net of allowance 2,649 200,808 54,091 — 257,548 Inventories — 232,757 46,755 (8,775 ) 270,737 Prepaid expenses and other current assets 15,442 11,070 13,270 — 39,782 Intercompany receivables 1,878,299 686,469 37,962 (2,602,730 ) — Total current assets 1,896,390 1,133,386 188,406 (2,611,505 ) 606,677 Investment in unconsolidated entity 2,983 — 27,789 — 30,772 Investment in consolidated subsidiaries 2,156,856 943,501 — (3,100,357 ) — Property, plant, and equipment, net 6,169 893,594 237,758 — 1,137,521 Identifiable intangible and other assets, net 34,441 663,101 365,316 (24,281 ) 1,038,577 Goodwill — 991,085 424,237 — 1,415,322 Total Assets $ 4,096,839 $ 4,624,667 $ 1,243,506 $ (5,736,143 ) $ 4,228,869 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 47,713 $ 374,483 $ 127,517 $ — $ 549,713 Current portion of debt and capital lease obligations 45,000 1,415 5,034 — 51,449 Income taxes payable — — 3,043 — 3,043 Intercompany payables 710,984 1,866,496 25,250 (2,602,730 ) — Total current liabilities 803,697 2,242,394 160,844 (2,602,730 ) 604,205 Long-term debt and capital lease obligations, net of debt issuance costs 2,058,621 20,219 100 — 2,078,940 Deferred income taxes — 200,642 116,965 (24,281 ) 293,326 Other long-term liabilities 23,613 4,556 13,321 — 41,490 Total liabilities 2,885,931 2,467,811 291,230 (2,627,011 ) 3,017,961 Total shareholders' equity 1,210,908 2,156,856 952,276 (3,109,132 ) 1,210,908 Total Liabilities and Shareholders' Equity $ 4,096,839 $ 4,624,667 $ 1,243,506 $ (5,736,143 ) $ 4,228,869 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 Prepaid expenses and other current assets 18,014 18,318 13,991 — 50,323 Intercompany receivables 1,087,095 504,442 — (1,591,537 ) — Total current assets 1,105,426 840,406 154,629 (1,591,537 ) 508,924 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 Identifiable intangible and other assets, net 41,327 600,592 96,877 (33,296 ) 705,500 Goodwill — 916,482 151,794 — 1,068,276 Total Assets $ 3,123,605 $ 3,595,008 $ 633,018 $ (4,032,564 ) $ 3,319,067 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, net of debt issuance costs 1,451,384 20,822 — — 1,472,206 Deferred income taxes — 221,241 48,907 (33,296 ) 236,852 Other long-term liabilities 29,814 1,560 10,730 — 42,104 Total liabilities 2,047,118 1,626,109 194,186 (1,624,833 ) 2,242,580 Total shareholders' equity 1,076,487 1,968,899 438,832 (2,407,731 ) 1,076,487 Total Liabilities and Shareholders' Equity $ 3,123,605 $ 3,595,008 $ 633,018 $ (4,032,564 ) $ 3,319,067 Condensed Consolidating Statements of Comprehensive Income Year ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 3,318,001 $ 584,486 $ (36,192 ) $ 3,866,295 Cost of sales — 2,241,359 334,437 (32,766 ) 2,543,030 Gross profit — 1,076,642 250,049 (3,426 ) 1,323,265 Operating expenses: Selling, distribution, and marketing — 582,859 123,065 — 705,924 General and administrative 84,263 137,215 63,657 — 285,135 Total operating expenses 84,263 720,074 186,722 — 991,059 Operating (loss) income (84,263 ) 356,568 63,327 (3,426 ) 332,206 Other expense (income): Interest expense 56,779 989 359 — 58,127 Other (income) expense, net (138,816 ) 141,279 3,880 — 6,343 Total other expense (income) (82,037 ) 142,268 4,239 — 64,470 Income (loss) before income taxes and equity in earnings of subsidiaries (2,226 ) 214,300 59,088 (3,426 ) 267,736 Income tax (benefit) expense (4,822 ) 81,152 11,578 — 87,908 Income (loss) before loss in equity method investments and equity in earnings of subsidiaries 2,596 133,148 47,510 (3,426 ) 179,828 Loss in equity method investments 718 — 10,717 — 11,435 Equity in earnings of consolidated subsidiaries 166,515 33,367 — (199,882 ) — Net income 168,393 166,515 36,793 (203,308 ) 168,393 Other comprehensive loss, net of tax (70,416 ) (70,416 ) (70,416 ) 140,832 (70,416 ) Comprehensive income (loss) $ 97,977 $ 96,099 $ (33,623 ) $ (62,476 ) $ 97,977 Condensed Consolidating Statements of Comprehensive Income Year ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 2,926,108 $ 510,497 $ — $ 3,436,605 Cost of sales — 1,991,748 291,693 — 2,283,441 Gross profit — 934,360 218,804 — 1,153,164 Operating expenses: Selling, distribution, and marketing — 505,567 116,299 — 621,866 General and administrative 92,122 117,938 55,618 — 265,678 Asset disposal and exit costs — (1,066 ) — — (1,066 ) Total operating expenses 92,122 622,439 171,917 — 886,478 Operating (loss) income (92,122 ) 311,921 46,887 — 266,686 Other (income) expense: Interest expense 35,555 1,219 198 — 36,972 Other (income) expense, net (131,251 ) 134,037 2,480 — 5,266 Total other (income) expense (95,696 ) 135,256 2,678 — 42,238 Income from operations before income taxes and equity in earnings of subsidiaries 3,574 176,665 44,209 — 224,448 Income tax expense 9,378 60,010 8,891 — 78,279 Income (loss) before loss in equity method investments and equity in earnings of subsidiaries (5,804 ) 116,655 35,318 — 146,169 Loss in equity method investments — — 5,984 — 5,984 Equity in earnings of consolidated subsidiaries 145,989 29,334 — (175,323 ) — Net income 140,185 145,989 29,334 (175,323 ) 140,185 Other comprehensive loss, net of tax (52,678 ) (52,678 ) (53,247 ) 105,925 (52,678 ) Comprehensive income (loss) $ 87,507 $ 93,311 $ (23,913 ) $ (69,398 ) $ 87,507 Condensed Consolidating Statements of Comprehensive Income Year ended December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 2,085,421 $ 418,066 $ — $ 2,503,487 Net sales to related parties — 37,063 — — 37,063 Transitional sales fees — 1,513 — — 1,513 Total net sales — 2,123,997 418,066 — 2,542,063 Cost of sales — 1,386,336 248,310 — 1,634,646 Gross profit — 737,661 169,756 — 907,417 Operating expenses: Selling, distribution, and marketing — 435,120 93,113 — 528,233 General and administrative 76,178 72,960 48,388 — 197,526 Asset disposal and exit costs — 14,426 9,800 — 24,226 Total operating expenses 76,178 522,506 151,301 — 749,985 Operating income (loss) (76,178 ) 215,155 18,455 — 157,432 Other (income) expense: Interest expense 17,944 — 83 — 18,027 Other (income) expense, net (90,608 ) 84,776 2,003 — (3,829 ) Total other (income) expense (72,664 ) 84,776 2,086 — 14,198 Income (loss) before income taxes and equity in earnings of subsidiaries (3,514 ) 130,379 16,369 — 143,234 Income tax (benefit) expense (1,102 ) 44,655 640 — 44,193 Income (loss) before equity in earnings of subsidiaries (2,412 ) 85,724 15,729 — 99,041 Equity in earnings of consolidated subsidiaries 101,453 15,729 — (117,182 ) — Net income 99,041 101,453 15,729 (117,182 ) 99,041 Other comprehensive income, net of tax 19,248 19,248 18,520 (37,768 ) 19,248 Comprehensive income $ 118,289 $ 120,701 $ 34,249 $ (154,950 ) $ 118,289 Condensed Consolidating Statements of Cash Flows Year ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 44,087 $ 210,307 $ 60,912 $ — $ 315,306 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in equity method investments (701 ) — — — (701 ) Payments for acquisitions, net of cash acquired — (159,208 ) (548,397 ) — (707,605 ) Payments for property, plant, and equipment (178 ) (177,074 ) (81,236 ) — (258,488 ) Intercompany contributions (674,864 ) — — 674,864 — Proceeds from sale of fixed assets — 2,183 6,779 — 8,962 Other — 346 — — 346 Net cash used in investing activities (675,743 ) (333,753 ) (622,854 ) 674,864 (957,486 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — 126,308 548,556 (674,864 ) — Proceeds from the issuance of debt 520,000 — — — 520,000 Repayment of debt (15,000 ) — — — (15,000 ) Payments of capital lease obligations — (1,104 ) — — (1,104 ) Proceeds from revolver line of credit 1,232,695 — 66,412 — 1,299,107 Payments for revolver line of credit (1,105,695 ) — (61,066 ) — (1,166,761 ) Proceeds from exercise of stock options 14,716 — — — 14,716 Minimum tax withholding paid on behalf of employees for stock based compensation (32,556 ) — — — (32,556 ) Excess tax benefit from share-based compensation 21,559 — 13 — 21,572 Payment of deferred financing costs (4,063 ) — — — (4,063 ) Net cash provided by financing activities 631,656 125,204 553,915 (674,864 ) 635,911 Effect of exchange rate changes on cash and cash equivalents — — (5,361 ) — (5,361 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 1,758 (13,388 ) — (11,630 ) Cash and cash equivalents, beginning of year — 524 49,716 — 50,240 Cash and cash equivalents, end of year $ — $ 2,282 $ 36,328 $ — $ 38,610 Condensed Consolidating Statements of Cash Flows Year ended December 31, 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 $ (6,140 ) $ 230,511 $ 60,242 $ — $ 284,613 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in equity method investments — (3,000 ) (47,285 ) — (50,285 ) Payments for acquisitions, net of cash acquired — (798,446 ) — — (798,446 ) Payments for property, plant, and equipment (42,106 ) (191,160 ) (59,091 ) — (292,357 ) Intercompany contributions (766,016 ) — — 766,016 — Proceeds from sale of fixed assets — 464 — — 464 Net cash used in investing activities (808,122 ) (992,142 ) (106,376 ) 766,016 (1,140,624 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — 762,526 3,490 (766,016 ) — Proceeds from the issuance of debt 1,025,000 — — — 1,025,000 Repayment of debt (15,000 ) — — — (15,000 ) Payments of capital lease obligations — (1,044 ) — — (1,044 ) Proceeds from revolver line of credit 625,400 — — — 625,400 Payments for revolver line of credit (803,050 ) — — — (803,050 ) Proceeds from exercise of stock options 6,740 — — — 6,740 Minimum tax withholding paid on behalf of employees for stock based compensation (11,094 ) — — — (11,094 ) Excess tax benefit from share-based compensation 4,466 — — — 4,466 Payment of deferred financing costs (18,200 ) — — — (18,200 ) Net cash provided by financing activities 814,262 761,482 3,490 (766,016 ) 813,218 Effect of exchange rate changes on cash and cash equivalents — — (8,072 ) — (8,072 ) DECREASE IN CASH AND CASH EQUIVALENTS — (149 ) (50,716 ) — (50,865 ) Cash and cash equivalents, beginning of year — 673 100,432 — 101,105 Cash and cash equivalents, end of year $ — $ 524 $ 49,716 $ — $ 50,240 Condensed Consolidating Statements of Cash Flows Year ended December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ (42,336 ) $ 179,293 $ 47,984 $ — $ 184,941 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for property, plant, and equipment (5,499 ) (109,250 ) (17,020 ) — (131,769 ) Intercompany contributions — (161,645 ) — 161,645 — Proceeds from sale of fixed assets — 92,352 — — 92,352 Net cash used in investing activities (5,499 ) (178,543 ) (17,020 ) 161,645 (39,417 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions 158,092 — 3,553 (161,645 ) — Distributions to Dean Foods, net (829 ) (126 ) 84 — (871 ) Repayment of debt (15,000 ) — — — (15,000 ) Proceeds from revolver line of credit 624,150 — — — 624,150 Payments for revolver line of credit (727,050 ) — — — (727,050 ) Proceeds from exercise of stock options 1,298 — — — 1,298 Excess tax benefit from share-based compensation 515 — — — 515 Payment of deferred financing costs (16 ) — — — (16 ) Net cash provided by (used in) financing activities 41,160 (126 ) 3,637 (161,645 ) (116,974 ) Effect of exchange rate changes on cash and cash equivalents — — 3,182 — 3,182 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,675 ) 624 37,783 — 31,732 Cash and cash equivalents, beginning of year 6,675 49 62,649 — 69,373 Cash and cash equivalents, end of year $ — $ 673 $ 100,432 $ — $ 101,105 |