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, 2016 and December 31, 2015 , the statements of comprehensive income for the three and nine months ended September 30, 2016 and 2015, and the statements of cash flows for the nine months ended September 30, 2016 and 2015 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, 2016 and December 31, 2015 . Condensed Consolidating Balance Sheets September 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) ASSETS Current assets: Cash and cash equivalents $ 3 $ 4,672 $ 47,815 $ — $ 52,490 Trade receivables, net of allowance 473 195,795 87,971 — 284,239 Inventories — 255,117 48,140 (7,174 ) 296,083 Prepaid expenses and other current assets 29,703 22,803 16,271 — 68,777 Intercompany receivables 1,914,669 802,197 6,761 (2,723,627 ) — Total current assets 1,944,848 1,280,584 206,958 (2,730,801 ) 701,589 Equity method investments 2,255 — 21,300 — 23,555 Investment in consolidated subsidiaries 2,405,870 1,008,175 — (3,414,045 ) — Property, plant, and equipment, net 5,795 897,393 300,981 — 1,204,169 Identifiable intangible and other assets, net 41,461 659,432 375,486 (28,253 ) 1,048,126 Goodwill — 982,922 452,350 — 1,435,272 Total Assets $ 4,400,229 $ 4,828,506 $ 1,357,075 $ (6,173,099 ) $ 4,412,711 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 54,534 $ 308,065 $ 151,738 $ — $ 514,337 Current portion of debt and capital lease obligations 45,000 1,374 — — 46,374 Income taxes payable — — 5,198 — 5,198 Intercompany payables 802,197 1,882,281 39,149 (2,723,627 ) — Total current liabilities 901,731 2,191,720 196,085 (2,723,627 ) 565,909 Long-term debt and capital lease obligations, net of debt issuance costs 2,057,968 19,248 — — 2,077,216 Deferred income taxes — 209,362 122,487 (28,253 ) 303,596 Other long-term liabilities 24,171 2,306 23,154 — 49,631 Total liabilities 2,983,870 2,422,636 341,726 (2,751,880 ) 2,996,352 Total shareholders' equity 1,416,359 2,405,870 1,015,349 (3,421,219 ) 1,416,359 Total Liabilities and Shareholders' Equity $ 4,400,229 $ 4,828,506 $ 1,357,075 $ (6,173,099 ) $ 4,412,711 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 Equity method investments 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 Statements of Comprehensive Income Three months ended September 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 886,351 $ 209,720 $ (42,473 ) $ 1,053,598 Cost of sales — 588,308 125,134 (40,963 ) 672,479 Gross profit — 298,043 84,586 (1,510 ) 381,119 Operating expenses: Selling, distribution and marketing — 147,051 41,858 — 188,909 General and administrative 25,269 38,602 19,012 — 82,883 Total operating expenses 25,269 185,653 60,870 — 271,792 Operating (loss) income (25,269 ) 112,390 23,716 (1,510 ) 109,327 Other (income) expense: Interest expense 18,340 258 57 — 18,655 Other (income) expense, net (42,407 ) 42,265 1,082 — 940 Total other (income) expense (24,067 ) 42,523 1,139 — 19,595 Income (loss) before income taxes and equity in earnings of subsidiaries (1,202 ) 69,867 22,577 (1,510 ) 89,732 Income tax (benefit) expense (2,052 ) 24,952 6,294 — 29,194 Income before loss in equity method investments and equity in earnings of subsidiaries 850 44,915 16,283 (1,510 ) 60,538 Loss in equity method investments 260 — 2,241 — 2,501 Equity in earnings of consolidated subsidiaries 57,447 12,532 — (69,979 ) — Net income 58,037 57,447 14,042 (71,489 ) 58,037 Other comprehensive income, net of tax 645 645 645 (1,290 ) 645 Comprehensive income $ 58,682 $ 58,092 $ 14,687 $ (72,779 ) $ 58,682 Condensed Consolidating Statements of Comprehensive Income 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 sales — 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 (benefit) expense (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 $ 35,201 $ 34,139 $ 2,175 $ (36,314 ) $ 35,201 Condensed Consolidating Statements of Comprehensive Income Nine months ended September 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 2,648,427 $ 583,376 $ (88,862 ) $ 3,142,941 Cost of sales — 1,784,066 342,754 (89,173 ) 2,037,647 Gross profit — 864,361 240,622 311 1,105,294 Operating expenses: Selling, distribution and marketing — 445,653 117,565 — 563,218 General and administrative 73,041 116,769 58,274 — 248,084 Total operating expenses 73,041 562,422 175,839 — 811,302 Operating (loss) income (73,041 ) 301,939 64,783 311 293,992 Other (income) expense: Interest expense 49,716 684 372 — 50,772 Other (income) expense, net (115,534 ) 118,208 1,994 — 4,668 Total other (income) expense (65,818 ) 118,892 2,366 — 55,440 Income (loss) before income taxes and equity in earnings of subsidiaries (7,223 ) 183,047 62,417 311 238,552 Income tax (benefit) expense (1,298 ) 66,777 13,811 — 79,290 (Loss) income before loss in equity method investments and equity in earnings of subsidiaries (5,925 ) 116,270 48,606 311 159,262 Loss in equity method investments 728 — 6,128 — 6,856 Equity in earnings of consolidated subsidiaries 159,059 42,789 — (201,848 ) — Net income 152,406 159,059 42,478 (201,537 ) 152,406 Other comprehensive income, net of tax 24,177 24,177 24,177 (48,354 ) 24,177 Comprehensive income $ 176,583 $ 183,236 $ 66,655 $ (249,891 ) $ 176,583 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 sales — 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 (benefit) expense (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 Statements of Cash Flows Nine months ended September 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 11,932 $ 89,497 $ 105,560 $ — $ 206,989 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for acquisitions, net of cash acquired of $833 — (60 ) (17,313 ) — (17,373 ) Payments for property, plant, and equipment (1,259 ) (91,722 ) (74,745 ) — (167,726 ) Intercompany contributions (11,128 ) — — 11,128 — Proceeds from sale of fixed assets — 251 8 — 259 Net cash used in by investing activities (12,387 ) (91,531 ) (92,050 ) 11,128 (184,840 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — 5,296 5,832 (11,128 ) — Repayment of debt (33,750 ) — — — (33,750 ) Payments on capital lease obligations — (872 ) — — (872 ) Proceeds from revolver line of credit 574,400 — 77,542 — 651,942 Payments on revolver line of credit (544,100 ) — (82,980 ) — (627,080 ) Proceeds from exercise of stock options 9,369 — — — 9,369 Minimum tax withholding paid on behalf of employees for share-based compensation (12,883 ) — — — (12,883 ) Excess tax benefit from share-based compensation 7,848 — 10 — 7,858 Payment of deferred financing costs (426 ) — — — (426 ) Net cash provided by financing activities 458 4,424 404 (11,128 ) (5,842 ) Effect of exchange rate changes on cash and cash equivalents — — (2,427 ) — (2,427 ) INCREASE IN CASH AND CASH EQUIVALENTS 3 2,390 11,487 — 13,880 Cash and cash equivalents, beginning of period — 2,282 36,328 — 38,610 Cash and cash equivalents, end of period $ 3 $ 4,672 $ 47,815 $ — $ 52,490 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 on revolver line of credit (389,600 ) — (44,619 ) — (434,219 ) Proceeds from exercise of stock options 13,815 — — — 13,815 Minimum tax withholding paid on behalf of employees for share-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 |