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, 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 December 31, 2016 and December 31, 2015. The following condensed consolidating financial information presents the balance sheets as of December 31, 2016 and 2015 , and the statements of comprehensive income and cash flows for each of the three years ended December 31, 2016 , 2015 , and 2014 for the Parent, guarantor subsidiaries and non-guarantor subsidiaries and elimination adjustments. Condensed Consolidating Balance Sheets December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) ASSETS Current assets: Cash and cash equivalents $ 3 $ 2,555 $ 43,270 $ — $ 45,828 Trade receivables, net of allowance 1,189 204,503 78,006 — 283,698 Inventories — 251,405 51,265 (6,310 ) 296,360 Prepaid expenses and other current assets 34,148 22,317 21,590 — 78,055 Intercompany receivables 1,969,714 885,233 — (2,854,947 ) — Total current assets 2,005,054 1,366,013 194,131 (2,861,257 ) 703,941 Equity method investments 1,265 — 18,012 — 19,277 Investment in consolidated subsidiaries 2,435,711 966,825 — (3,402,536 ) — Property, plant, and equipment, net 6,596 965,706 322,408 — 1,294,710 Identifiable intangible and other assets, net 43,309 656,355 365,275 (30,046 ) 1,034,893 Goodwill — 982,922 433,145 — 1,416,067 Total Assets $ 4,491,935 $ 4,937,821 $ 1,332,971 $ (6,293,839 ) $ 4,468,888 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 44,454 $ 336,027 $ 158,602 $ — $ 539,083 Current portion of debt and capital lease obligations 45,000 1,394 12,191 — 58,585 Income taxes payable — — 2,973 — 2,973 Intercompany payables 885,233 1,929,060 40,654 (2,854,947 ) — Total current liabilities 974,687 2,266,481 214,420 (2,854,947 ) 600,641 Long-term debt and capital lease obligations, net of debt issuance costs 2,062,907 18,849 — — 2,081,756 Deferred income taxes — 214,497 119,896 (30,046 ) 304,347 Other long-term liabilities 23,645 2,283 25,520 — 51,448 Total liabilities 3,061,239 2,502,110 359,836 (2,884,993 ) 3,038,192 Total shareholders' equity 1,430,696 2,435,711 973,135 (3,408,846 ) 1,430,696 Total Liabilities and Shareholders' Equity $ 4,491,935 $ 4,937,821 $ 1,332,971 $ (6,293,839 ) $ 4,468,888 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 Year ended December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) Net sales $ — $ 3,546,361 $ 780,849 $ (129,111 ) $ 4,198,099 Cost of sales — 2,411,778 463,405 (129,980 ) 2,745,203 Gross profit — 1,134,583 317,444 869 1,452,896 Operating expenses: Selling, distribution, and marketing — 571,533 157,987 — 729,520 General and administrative 95,243 147,040 79,344 — 321,627 Total operating expenses 95,243 718,573 237,331 — 1,051,147 Operating (loss) income (95,243 ) 416,010 80,113 869 401,749 Other (income) expense: Interest expense 67,835 981 367 — 69,183 Other (income) expense, net (150,924 ) 155,305 1,000 — 5,381 Total other (income) expense (83,089 ) 156,286 1,367 — 74,564 Income (loss) before income taxes and equity in earnings of subsidiaries (12,154 ) 259,724 78,746 869 327,185 Income tax expense 2,451 84,965 14,994 — 102,410 (Loss) income before loss in equity method investments and equity in earnings of subsidiaries (14,605 ) 174,759 63,752 869 224,775 Loss in equity method investments 1,720 — 8,501 — 10,221 Equity in earnings of consolidated subsidiaries 230,879 56,120 — (286,999 ) — Net income 214,554 230,879 55,251 (286,130 ) 214,554 Other comprehensive loss, net of tax (30,075 ) (30,075 ) (30,075 ) 60,150 (30,075 ) Comprehensive income $ 184,479 $ 200,804 $ 25,176 $ (225,980 ) $ 184,479 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 (income) expense: Interest expense 56,779 989 359 — 58,127 Other (income) expense, net (138,816 ) 141,279 3,880 — 6,343 Total other (income) expense (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 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 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 Cash Flows Year ended December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ (7,460 ) $ 192,270 $ 131,671 $ — $ 316,481 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for acquisitions, net of cash acquired of $833 — (60 ) (17,203 ) — (17,263 ) Payments for property, plant, and equipment (2,268 ) (176,216 ) (112,324 ) — (290,808 ) Intercompany contributions 4,543 — — (4,543 ) — Proceeds from sale of fixed assets — 303 7 — 310 Net cash provided by (used in) investing activities 2,275 (175,973 ) (129,520 ) (4,543 ) (307,761 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany contributions — (14,731 ) 10,188 4,543 — Repayment of debt (45,000 ) — — — (45,000 ) Payments on capital lease obligations — (1,293 ) — — (1,293 ) Proceeds from revolver line of credit 831,350 — 120,712 — 952,062 Payments on revolver line of credit (785,750 ) — (113,954 ) — (899,704 ) Proceeds from exercise of stock options 10,085 — — — 10,085 Minimum tax withholding paid on behalf of employees for share-based compensation (12,992 ) — — — (12,992 ) Excess tax benefit from share-based compensation 8,052 — 6 — 8,058 Payment of deferred financing costs (557 ) — — — (557 ) Net cash provided by (used in) financing activities 5,188 (16,024 ) 16,952 4,543 10,659 Effect of exchange rate changes on cash and cash equivalents — — (12,161 ) — (12,161 ) INCREASE IN CASH AND CASH EQUIVALENTS 3 273 6,942 — 7,218 Cash and cash equivalents, beginning of year — 2,282 36,328 — 38,610 Cash and cash equivalents, end of year $ 3 $ 2,555 $ 43,270 $ — $ 45,828 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 of $8,521 — (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 on capital lease obligations — (1,104 ) — — (1,104 ) Proceeds from revolver line of credit 1,232,695 — 66,412 — 1,299,107 Payments on 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 share-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 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 of $7,190 — (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 on capital lease obligations — (1,044 ) — — (1,044 ) Proceeds from revolver line of credit 625,400 — — — 625,400 Payments on 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 share-based compensation (11,094 ) — — — (11,094 ) Excess tax benefit from shared-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 |