Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 12, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | DEAN FOODS CO | ||
Trading Symbol | DF | ||
Entity Central Index Key | 931336 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 94,155,336 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $1.65 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $16,362 | $16,762 |
Receivables, net of allowance of $14,850 and $12,083 | 747,630 | 752,234 |
Income tax receivable | 64,443 | 15,915 |
Inventories | 251,831 | 262,858 |
Deferred income taxes | 50,362 | 60,143 |
Prepaid expenses and other current assets | 49,432 | 42,786 |
Total current assets | 1,180,060 | 1,150,698 |
Property, plant and equipment, net | 1,172,596 | 1,216,047 |
Goodwill | 86,841 | 86,841 |
Identifiable intangible and other assets, net | 294,724 | 312,836 |
Deferred income taxes | 35,415 | 35,623 |
Total | 2,769,636 | 2,802,045 |
Current liabilities: | ||
Accounts payable and accrued expenses | 774,900 | 761,288 |
Current portion of debt | 698 | 698 |
Current portion of litigation settlements | 18,853 | 19,101 |
Total current liabilities | 794,451 | 781,087 |
Long-term debt | 916,481 | 896,564 |
Deferred income taxes | 137,944 | 100,691 |
Other long-term liabilities | 276,318 | 273,314 |
Long-term litigation settlements | 17,124 | 36,074 |
Commitments and contingencies (Note 19) | ||
Dean Foods Company stockholders’ equity: | ||
Preferred stock, none issued | 0 | 0 |
Common stock 94,080,840 and 94,831,377 shares issued and outstanding, with a par value of $0.01 per share | 941 | 948 |
Additional paid-in capital | 752,375 | 791,276 |
Accumulated deficit | -41,015 | -20,719 |
Accumulated other comprehensive loss | -84,983 | -57,190 |
Total stockholders’ equity | 627,318 | 714,315 |
Total | $2,769,636 | $2,802,045 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Receivables, allowance | $14,850 | $12,083 |
Preferred stock, issued | 0 | 0 |
Common stock, shares issued | 94,080,840 | 94,831,377 |
Common stock, shares outstanding | 94,080,840 | 94,831,377 |
Common stock, par value (per share) | $0.01 | $0.01 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Income Statement [Abstract] | ||||||
Net sales | $9,503,196 | $9,016,321 | $9,274,662 | |||
Cost of sales | 7,829,733 | 7,161,734 | 7,179,403 | |||
Gross profit | 1,673,463 | 1,854,587 | 2,095,259 | |||
Operating costs and expenses: | ||||||
Selling and distribution | 1,355,053 | 1,337,745 | 1,419,531 | |||
General and administrative | 288,744 | 310,453 | 412,957 | |||
Amortization of intangibles | 2,889 | 3,669 | 3,758 | |||
Facility closing and reorganization costs | 4,460 | 27,008 | 55,787 | |||
Litigation settlements | -2,521 | -1,019 | 0 | |||
Impairment of long-lived assets | 20,820 | 43,441 | 0 | |||
Other operating (income) loss | -4,535 | 2,494 | -57,459 | |||
Total operating costs and expenses | 1,664,910 | 1,723,791 | 1,834,574 | |||
Operating income | 8,553 | 130,796 | 260,685 | |||
Other (income) expense: | ||||||
Interest expense | 61,019 | 200,558 | 150,589 | |||
Loss on early retirement of long-term debt | 1,437 | 63,387 | 0 | |||
Gain on disposition of WhiteWave common stock | 0 | -415,783 | 0 | |||
Other income, net | -1,620 | -400 | -1,664 | |||
Total other (income) expense | 60,836 | -152,238 | 148,925 | |||
Income (loss) from continuing operations before income taxes | -52,283 | 283,034 | 111,760 | |||
Income tax expense (benefit) | -32,096 | -42,325 | 87,945 | |||
Income (loss) from continuing operations | -20,187 | 325,359 | 23,815 | |||
Income (loss) from discontinued operations, net of tax | -652 | 2,803 | 139,279 | |||
Gain (loss) on sale of discontinued operations, net of tax | 543 | 491,195 | -2,053 | |||
Net income (loss) | -20,296 | 819,357 | 161,041 | |||
Net income attributable to non-controlling interest in discontinued operations | 0 | -6,179 | -2,419 | |||
Net income (loss) attributable to Dean Foods Company | ($20,296) | $813,178 | $158,622 | |||
Average common shares: | ||||||
Basic (in shares) | 93,916,656 | [1] | 93,785,611 | [1] | 92,375,378 | [1] |
Diluted (in shares) | 93,916,656 | [1] | 94,796,236 | [1] | 93,065,912 | [1] |
Basic earnings (loss) per common share: | ||||||
Income (loss) from continuing operations attributable to Dean Foods Company (per share) | ($0.22) | [1] | $3.47 | [1] | $0.26 | [1] |
Income from discontinued operations attributable to Dean Foods Company (per share) | $0 | [1] | $5.20 | [1] | $1.46 | [1] |
Net income (loss) attributable to Dean Foods Company (per share) | ($0.22) | [1] | $8.67 | [1] | $1.72 | [1] |
Diluted earnings (loss) per common share: | ||||||
Income (loss) from continuing operations attributable to Dean Foods Company (per share) | ($0.22) | [1] | $3.43 | [1] | $0.26 | [1] |
Income from discontinued operations attributable to Dean Foods Company (per share) | $0 | [1] | $5.15 | [1] | $1.44 | [1] |
Net income (loss) attributable to Dean Foods Company (per share) | ($0.22) | [1] | $8.58 | [1] | $1.70 | [1] |
[1] | Basic and diluted earnings (loss) per common share and average basic and diluted shares outstanding for the year ended December 31, 2012 have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 0 Months Ended | |
Aug. 26, 2013 | Aug. 26, 2013 | |
Income Statement [Abstract] | ||
Reverse stock split ratio | 0.5 | 0.5 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | ($20,296) | $819,357 | $161,041 |
Other comprehensive income (loss): | |||
Cumulative translation adjustment | -802 | -10,791 | 11,287 |
Unrealized loss on derivative instruments, net of tax: | |||
Change in fair value of derivative instruments | -116 | -81 | -19,793 |
Less: reclassification adjustments for losses included in net income | -220 | 58,784 | 24,964 |
Defined benefit pension and other postretirement benefit plans, net of tax: | |||
Prior service costs arising during the period | -659 | 0 | -193 |
Net gain (loss) arising during the period | -30,159 | 37,621 | -16,343 |
Less: amortization of prior service cost included in net periodic benefit cost | 4,163 | 9,452 | 9,333 |
Unrealized gain on available-for-sale securities: | |||
Unrealized gains on available-for-sale securities | 0 | 415,783 | 0 |
Less: Reclassifications to income statement related to disposition of available-for-sale securities | 0 | -415,783 | 0 |
Other comprehensive income (loss) | -27,793 | 94,985 | 9,255 |
Comprehensive income (loss) | -48,089 | 914,342 | 170,296 |
Comprehensive income attributable to non-controlling interest | 0 | 4,795 | 3,207 |
Comprehensive income (loss) attributable to Dean Foods Company | ($48,089) | $909,547 | $167,089 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings(Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | |||
In Thousands, except Share data, unless otherwise specified | |||||||||
Balance at Dec. 31, 2011 | ($98,651) | $919 | [1] | $1,087,722 | [1] | ($992,519) | ($199,520) | $4,747 | |
Balance, Shares at Dec. 31, 2011 | [1] | 91,872,895 | |||||||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | [1] | 908,872 | |||||||
Issuance of common stock, net of tax impact of share-based compensation | -224 | 9 | [1] | -233 | [1] | ||||
Share-based compensation expense | 24,247 | 24,247 | [1] | ||||||
Sale of former subsidiary shares to non-controlling interest | 367,540 | 265,004 | [1] | 4,469 | 98,067 | ||||
Share-based compensation expense for former subsidiary shares | 1,167 | 1,167 | |||||||
Wind-down of former subsidiary joint venture | -4,747 | -4,747 | |||||||
Net income attributable to non-controlling interest | 2,419 | 2,419 | |||||||
Net income attributable to Dean Foods Company | 158,622 | 158,622 | |||||||
Other comprehensive income (loss) (Note 14): | |||||||||
Change in fair value of derivative instruments, net of tax benefit | -19,793 | -19,780 | -13 | ||||||
Amounts reclassified to statement of operations related to hedging activities, net of tax | 24,964 | 24,964 | |||||||
Cumulative translation adjustment | 11,287 | 10,354 | 933 | ||||||
Pension liability adjustment, net of tax benefit | -7,203 | -7,071 | -132 | ||||||
Balance at Dec. 31, 2012 | 459,628 | 928 | [1] | 1,376,740 | [1] | -833,897 | -186,584 | 102,441 | |
Balance, Shares at Dec. 31, 2012 | [1] | 92,781,767 | |||||||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 2,049,610 | ||||||||
Issuance of common stock, net of tax impact of share-based compensation | 19,920 | 20 | 19,900 | ||||||
Share-based compensation expense | 11,718 | 11,718 | |||||||
Share-based compensation expense for former subsidiary shares | 7,733 | 7,733 | |||||||
Net income attributable to non-controlling interest | 6,179 | 6,179 | |||||||
Net income attributable to Dean Foods Company | 813,178 | 813,178 | |||||||
Other comprehensive income (loss) (Note 14): | |||||||||
Change in fair value of derivative instruments, net of tax benefit | -81 | -91 | 10 | ||||||
Amounts reclassified to statement of operations related to hedging activities, net of tax | 58,784 | 58,784 | |||||||
Cumulative translation adjustment | -10,791 | -9,393 | -1,398 | ||||||
Pension liability adjustment, net of tax benefit | 47,073 | 47,069 | 4 | ||||||
Spin-Off of The WhiteWave Foods Company | -699,026 | -617,082 | 33,025 | -114,969 | |||||
Balance at Dec. 31, 2013 | 714,315 | 948 | 791,276 | -20,719 | -57,190 | 0 | |||
Balance, Shares at Dec. 31, 2013 | 94,831,377 | 94,831,377 | |||||||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 976,738 | ||||||||
Issuance of common stock, net of tax impact of share-based compensation | 7,768 | 10 | 7,758 | ||||||
Share-based compensation expense | 4,556 | 4,556 | |||||||
Share repurchases (shares) | -1,727,000 | -1,727,275 | |||||||
Share repurchases | -25,000 | -17 | -24,983 | ||||||
Cash dividends | -26,232 | -26,232 | |||||||
Net income attributable to Dean Foods Company | -20,296 | -20,296 | |||||||
Other comprehensive income (loss) (Note 14): | |||||||||
Change in fair value of derivative instruments, net of tax benefit | -116 | -116 | |||||||
Amounts reclassified to statement of operations related to hedging activities, net of tax | -220 | -220 | |||||||
Cumulative translation adjustment | -802 | -802 | |||||||
Pension liability adjustment, net of tax benefit | -26,655 | -26,655 | |||||||
Balance at Dec. 31, 2014 | $627,318 | $941 | $752,375 | ($41,015) | ($84,983) | $0 | |||
Balance, Shares at Dec. 31, 2014 | 94,080,840 | 94,080,840 | |||||||
[1] | Common Stock and Additional Paid-In Capital at January 1, 2012, and December 31, 2012 have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Stockholders' Equity [Abstract] | |||
Change in fair value of derivative instruments, tax benefit | $41 | $21 | $12,682 |
Reclassified to statement of operations related to hedging activities, tax benefit (expense) | 139 | -37,017 | -16,239 |
Pension liability adjustment, tax benefit (expense) | $16,073 | ($29,474) | $4,493 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income (loss) | ($20,296) | $819,357 | $161,041 |
(Income) loss from discontinued operations | 652 | -2,803 | -139,279 |
(Gain) loss on sale of discontinued operations | -543 | -491,195 | 2,053 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 164,297 | 173,829 | 186,748 |
Share-based compensation expense | 12,276 | 19,289 | 29,091 |
Gain on divestitures and other, net | -7,549 | -705 | -30,449 |
Write-off of financing costs | 0 | 6,791 | 3,519 |
Impairment of long-lived assets | 20,820 | 43,441 | 0 |
Loss on early retirement of debt | 1,437 | 63,387 | 0 |
Gain on disposition of WhiteWave common stock | 0 | -415,783 | 0 |
Recognition of accumulated losses from de-designated cash flow hedges | 0 | 63,454 | 0 |
Deferred income taxes | 62,927 | 10,765 | 22,429 |
Obligations under litigation settlement | -2,521 | 0 | 0 |
Other, net | 7,954 | 1,557 | 8,015 |
Changes in operating assets and liabilities: | |||
Receivables, net | 3,369 | 22,192 | -7,714 |
Inventories | 11,237 | -657 | -2,936 |
Prepaid expenses and other assets | 7,849 | -5,653 | 2,644 |
Accounts payable and accrued expenses | -41,253 | -131,766 | 20,525 |
Termination of interest rate swap liability | 0 | -28,147 | 0 |
Income taxes receivable/payable | -49,105 | -459,708 | 10,517 |
Litigation settlements | -18,605 | -18,372 | -61,325 |
Net cash provided by (used in) operating activities — continuing operations | 152,946 | -330,727 | 204,879 |
Net cash provided by operating activities — discontinued operations | 0 | 14,086 | 277,539 |
Net cash provided by (used in) operating activities | 152,946 | -316,641 | 482,418 |
Cash flows from investing activities: | |||
Payments for property, plant and equipment | -149,421 | -175,163 | -123,892 |
Proceeds from insurance claims | 0 | 0 | 3,075 |
Net proceeds from divestitures | 0 | 0 | 58,034 |
Proceeds from sale of fixed assets | 27,629 | 9,940 | 12,962 |
Other, net | 0 | 0 | -253 |
Net cash used in investing activities — continuing operations | -121,792 | -165,223 | -50,074 |
Net cash provided by (used in) investing activities — discontinued operations | 0 | 1,403,494 | -124,104 |
Net cash provided by (used in) investing activities | -121,792 | 1,238,271 | -174,178 |
Cash flows from financing activities: | |||
Repayments of debt | -668 | -1,027,416 | -1,350,275 |
Early retirement of debt | -23,812 | -400,000 | 0 |
Premiums paid on early retirement of debt | -1,161 | -57,243 | 0 |
Proceeds from senior secured revolver | 2,277,297 | 1,043,700 | 2,481,800 |
Payments for senior secured revolver | -2,257,246 | -1,258,450 | -2,316,500 |
Proceeds from receivables-backed facility | 2,656,000 | 908,000 | 2,683,816 |
Payments for receivables-backed facility | -2,634,000 | -695,000 | -2,906,311 |
Proceeds from short-term credit facility | 0 | 626,750 | 0 |
Payments for short-term credit facility | 0 | -37,521 | 0 |
Common stock repurchases | -25,000 | 0 | 0 |
Cash dividends paid | -26,232 | 0 | 0 |
Payments of financing costs | -3,287 | -6,197 | 0 |
Issuance of common stock, net of share repurchases for withholding taxes | 7,861 | 23,481 | 6,434 |
Tax savings on share-based compensation | 360 | 1,954 | 571 |
Net cash used in financing activities — continuing operations | -29,888 | -877,942 | -1,400,465 |
Net cash provided by (used in) financing activities — discontinued operations | 0 | -51,584 | 1,098,002 |
Net cash used in financing activities | -29,888 | -929,526 | -302,463 |
Effect of exchange rate changes on cash and cash equivalents | -1,666 | 1 | 733 |
Increase (decrease) in cash and cash equivalents | -400 | -7,895 | 6,510 |
Cash and cash equivalents, beginning of period | 16,762 | 24,657 | 18,147 |
Cash and cash equivalents, end of period | 16,362 | 16,762 | 24,657 |
Significant non-cash activities: | |||
Disposition of retained investment in WhiteWave common stock | $0 | $589,229 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Nature of Our Business — We are a leading food and beverage company and the largest processor and direct-to-store distributor of milk and other dairy and dairy case products in the United States. We have aligned our leadership teams, operating strategies and supply chain initiatives under a single operating and reportable segment. We process and distribute fluid milk and other dairy products, including ice cream, ice cream mix and cultured products, which are marketed under more than 50 local and regional dairy brands and a wide array of private labels. We also produce and distribute TruMoo®, which is our nationally branded, reformulated flavored milk, as well as juices, teas, bottled water and other products. | |||
Basis of Presentation and Consolidation — Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of our wholly-owned subsidiaries. | |||
On August 26, 2013, we effected a 1-for-2 reverse stock split of our issued common stock. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the Consolidated Financial Statements and notes thereto have been adjusted retroactively to give effect to the 1-for-2 reverse stock split. See Note 13. | |||
Beginning in the first quarter of 2013, we combined the results of our business operations and the corporate items previously categorized as “Corporate and Other” into a single reportable segment, as all of our corporate activities now directly support our ongoing dairy operations. This change reflects the manner in which our Chief Executive Officer, who is our chief operating decision maker, determines strategy and investment plans for our business given the changes to our operating structure as a result of the WhiteWave spin-off and the Morningstar sale in 2013. See Note 2 and 3. All operating results herein have been recast to present results on a comparable basis. These changes had no impact on consolidated net sales and operating income. | |||
Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Dean Foods Company and its subsidiaries, taken as a whole. | |||
Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with GAAP requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates under different assumptions or conditions. | |||
Cash Equivalents — We consider temporary investments with an original maturity of three months or less to be cash equivalents. | |||
Inventories — Inventories are stated at the lower of cost or market. Our products are valued using the first-in, first-out method. The costs of finished goods inventories include raw materials, direct labor and indirect production and overhead costs. Reserves for obsolete or excess inventory are not material. | |||
Property, Plant and Equipment — Property, plant and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Also included in property, plant and equipment are certain direct costs related to the implementation of computer software for internal use. Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: | |||
Asset | Useful Life | ||
Buildings | 15 to 40 years | ||
Machinery and equipment | 3 to 20 years | ||
Leasehold improvements | Over the shorter of their estimated useful lives or the terms of the applicable lease agreements | ||
We test property, plant and equipment for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include significant changes in business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. See Note 17. Expenditures for repairs and maintenance which do not improve or extend the life of the assets are expensed as incurred. | |||
Goodwill and Intangible Assets — Identifiable intangible assets, other than indefinite-lived trademarks, are typically amortized over the following range of estimated useful lives: | |||
Asset | Useful Life | ||
Customer relationships | 5 to 15 years | ||
Certain finite-lived trademarks | 5 to 15 years | ||
Customer supply contracts | Over the shorter of the estimated useful lives or the terms of the agreements | ||
Noncompetition agreements | Over the shorter of the estimated useful lives or the terms of the agreements | ||
Deferred financing costs | Over the terms of the related debt | ||
In accordance with Accounting Standards related to “Goodwill and Other Intangible Assets”, we do not amortize goodwill and other intangible assets determined to have indefinite useful lives. Instead, we assess our goodwill and indefinite-lived trademarks for impairment annually and when circumstances indicate that the carrying value may not be recoverable. See Note 7. | |||
Assets Held for Sale — We classify assets as held for sale when management approves and commits to a formal plan of sale and our expectation is that the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value or the fair market value, less costs to sell. As of December 31, 2014 and 2013, $4.0 million and $4.5 million, respectively, related to closed production facilities was classified as held for sale and recorded in the prepaid expenses and other current assets line on our Consolidated Balance Sheets. | |||
Foreign Currency Translation — The financial statements of our foreign subsidiary, which are not material, are translated from Mexican pesos, which is the functional currency of that subsidiary, to U.S. dollars. The assets and liabilities of the foreign subsidiary are translated to U.S. dollars at year-end exchange rates. Income and expense items are translated at the average rates prevailing during the year. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains and losses and are recognized in the statement of operations with their related operational activity. Currently, an immaterial amount of transaction gains and losses are reflected in general and administrative expense in our Consolidated Statements of Operations. The cumulative translation adjustment in our Consolidated Statements of Stockholders’ Equity reflects the unrealized adjustments resulting from translating the financial statements of our foreign subsidiary. | |||
Share-Based Compensation — Share-based compensation expense is recognized for equity awards over the vesting period based on their grant date fair value. The fair value of option awards is estimated at the date of grant using the Black-Scholes valuation model. The fair value of restricted stock unit awards is equal to the closing price of our stock on the date of grant. The fair value of our phantom shares is remeasured at each reporting period based on the closing price of our common stock on the last day of the respective reporting period. Compensation expense is recognized only for equity awards expected to vest. We estimate forfeitures at the date of grant based on our historical experience and future expectations. Share-based compensation expense is included within the same financial statement caption where the recipient’s cash compensation is reported. See Note 12. | |||
Revenue Recognition, Sales Incentives and Accounts Receivable — Sales are recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, the product has been delivered to the customer and there is a reasonable assurance of collection of the sales proceeds. Sales are recorded net of allowances for returns, trade promotions and prompt pay and other discounts. We routinely offer sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include rebates, shelf-price reductions, in-store display incentives, coupons and other trade promotional activities. These programs, as well as amounts paid to customers for shelf-space in retail stores, are considered reductions in the price of our products and thus are recorded as reductions to gross sales. Some of these incentives are recorded by estimating incentive costs based on our historical experience and expected levels of performance of the trade promotion. We maintain liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are normally insignificant and are recognized in earnings in the period such differences are determined. | |||
Bulk cream represents a by-product of our fluid milk manufacturing process. We either use bulk cream in our manufacturing process or we dispose of it through third party sales to other companies. We present bulk cream by-product sales as a reduction of cost of sales within our Consolidated Statements of Operations. We believe this presentation is reasonable as it allows us to report our true cost of fluid milk production. | |||
We provide credit terms to customers generally ranging up to 30 days, perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses based on our historical experience. Estimated product returns have not historically been material. | |||
Income Taxes — All of our consolidated U.S. operating subsidiaries are included in our U.S. federal consolidated income tax return. Our foreign subsidiary is required to file local jurisdiction income tax return with respect to their operations, the earnings from which are expected to be reinvested indefinitely. At December 31, 2014, no provision had been made for U.S. federal or state income tax on approximately $14.2 million of accumulated foreign earnings as they are considered to be indefinitely reinvested. Computation of the potential deferred tax liability associated with these undistributed earnings and other basis differences is not practicable. | |||
Deferred income taxes arise from temporary differences between amounts recorded in the Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets, including the benefit of net operating loss and tax credit carryforwards, are evaluated based on the guidelines for realization and are reduced by a valuation allowance if deemed necessary. | |||
We recognize the income tax benefit from an uncertain tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. We recognize accrued interest related to uncertain tax positions as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating income. | |||
Advertising Expense — We market our products through advertising and other promotional activities, including media, agency, coupons, trade shows and other promotional activities. Advertising expense is charged to income during the period incurred, except for expenses related to the development of a major commercial or media campaign which are charged to income during the period in which the advertisement or campaign is first presented by the media. Advertising expense totaled $27.5 million in 2014, $22.0 million in 2013 and $28.6 million in 2012. Prepaid advertising expense totaled $0.7 million in 2014, $2.3 million in 2013 and $0.6 million in 2012. | |||
Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs and product loading and handling costs. Shipping and handling costs included in selling and distribution expense consist primarily of those costs associated with moving finished products from production facilities through our distribution network, including costs associated with its distribution centers, route delivery costs and the cost of shipping products to customers through third party carriers. Shipping and handling costs that were recorded as a component of selling and distribution expense were $1.2 billion in each of 2014, 2013 and 2012, respectively. | |||
Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverage. Accrued liabilities for incurred but not reported losses related to these retained risks are calculated based upon loss development factors which contemplate a number of factors including claims history and expected trends. | |||
Research and Development — Our research and development activities primarily consist of generating and testing new product concepts, new flavors and packaging. Our total research and development expense was $1.9 million, $1.8 million and $2.1 million for 2014, 2013 and 2012, respectively. Research and development costs are primarily included in general and administrative expenses in our Consolidated Statements of Operations. | |||
Recently Issued Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board ("FASB") issued FASB Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. We are required to adopt the standard prospectively for new disposals and new classifications of disposal groups as held for sale beginning the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our financial statements. | |||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our financial statements. |
White_Wave_SpinOff_Transaction
White Wave Spin-Off Transaction and Disposition of Remaining Ownership of White Wave Common Stock (WhiteWave Foods) | 12 Months Ended |
Dec. 31, 2014 | |
WhiteWave Foods | |
White Wave Spin-Off Transaction and Disposition of Remaining Ownership of White Wave Common Stock | WHITEWAVE SPIN-OFF TRANSACTION AND DISPOSITION OF REMAINING OWNERSHIP OF WHITEWAVE COMMON STOCK |
On October 31, 2012, WhiteWave completed the WhiteWave IPO, and sold 23 million shares of its Class A common stock at a price to the public of $17 per share. The WhiteWave IPO was accounted for as an equity transaction in accordance with ASC 810 and no gain or loss was recognized as we retained the controlling financial interest immediately upon completion of the transaction. The WhiteWave IPO increased our equity attributable to non-controlling interest by $98.1 million, which represented the carrying value of the non-controlling interest, increased our additional paid-in capital by $265 million and reduced our accumulated other comprehensive loss by $4.5 million. Upon completion of the WhiteWave IPO, we owned an 86.7% economic interest, and a 98.5% voting interest, in WhiteWave. | |
On May 23, 2013, we completed the spin-off of WhiteWave through a tax-free distribution to our stockholders of an aggregate of 47,686,000 shares of WhiteWave Class A common stock and 67,914,000 shares of WhiteWave Class B common stock as a pro rata dividend on the shares of Dean Foods common stock outstanding at the close of business on the record date of May 17, 2013. Each share of Dean Foods common stock received 0.25544448 shares of WhiteWave Class A common stock and 0.36380189 shares of WhiteWave Class B common stock in the distribution. The WhiteWave spin-off qualified as a tax-free distribution to Dean Foods stockholders for U.S. federal tax purposes; however, cash received in lieu of fractional shares was taxable. | |
In connection with the WhiteWave spin-off, we recorded a $617.1 million reduction to additional paid-in capital. The distribution was recorded through additional paid-in capital rather than through retained earnings, as we were in an accumulated deficit position at the time of the WhiteWave spin-off. Upon completion of the WhiteWave spin-off, we reclassified WhiteWave’s results of operations as discontinued operations for all periods presented. See Note 3. We retained ownership of 34,400,000 shares of WhiteWave’s Class A common stock, or approximately 19.9% of the economic interest of WhiteWave, which we disposed of in July 2013 in a tax-free transaction described in more detail below. From the completion of the WhiteWave spin-off through the date of disposition in July 2013, we accounted for our investment in WhiteWave common stock using the fair value method of accounting for available-for-sale securities, which requires the investment to be marked to market with unrealized gains and losses recorded in accumulated other comprehensive income until realized or until losses are deemed to be other-than-temporary. | |
On July 25, 2013, we announced the closing of a secondary public offering of 34.4 million shares of Class A common stock of WhiteWave owned by us at a public offering price of $17.75 per share. Following the closing of the offering, we no longer owned any shares of WhiteWave common stock. Immediately prior to the closing of the offering, we exchanged our shares of WhiteWave Class A common stock in partial satisfaction of two term loans. Following the closing of the debt-for-equity exchange, we repaid the non-exchanged balance of the two term loans in full and terminated the loan agreement. The debt-for-equity exchange resulted in total cash proceeds, net of underwriting fees, of $589.2 million. We recorded a gain in continuing operations of $415.8 million, which included $385.6 million of unrealized holding gains that were previously recorded as a component of accumulated other comprehensive income as of June 30, 2013, in the third quarter of 2013 related to the disposition of our investment in WhiteWave common stock. The gain represents the excess of the value of the exchanged shares of WhiteWave Class A common stock over our cost basis in such shares. The gain was recorded in the gain on disposition of WhiteWave common stock line item in our Consolidated Statements of Operations. As the debt-for-equity exchange qualified as a tax-free transaction pursuant to the terms of our private letter ruling from the IRS, we did not incur, nor did we record, any income tax expense associated with the transaction. |
Discontinued_Operations_and_Di
Discontinued Operations and Divestitures | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||
Discontinued Operations and Divestitures | DISCONTINUED OPERATIONS AND DIVESTITURES | |||||||||||||||||||||||
WhiteWave and Morningstar | ||||||||||||||||||||||||
WhiteWave Spin-Off — As discussed in Note 2, on May 23, 2013, we completed the WhiteWave spin-off through a tax-free distribution to our stockholders. Following the WhiteWave spin-off, we retained 34.4 million shares of WhiteWave’s Class A common stock, or approximately 19.9% of WhiteWave’s economic interest. While we are a party to certain commercial agreements with WhiteWave, we have determined that the continuing cash flows generated by these agreements (which are not expected to extend beyond June 2015) and the retention and subsequent monetization of our investment in WhiteWave common stock in July 2013 as discussed in Note 2 and below, did not constitute significant continuing involvement in the operations of WhiteWave. Accordingly, the net assets, operating results and cash flows of WhiteWave have been reclassified to discontinued operations for all periods presented herein. | ||||||||||||||||||||||||
From January 1, 2013 through May 23, 2013 (the date of the WhiteWave spin-off), our net sales to WhiteWave totaled $10.3 million and our purchases from WhiteWave totaled $33.2 million. These transactions, which were previously eliminated in consolidation prior to the spin-off, are now reflected as third-party transactions in our Consolidated Statements of Operations. At December 31, 2014 and December 31, 2013, accounts receivable from, and accounts payable to, WhiteWave are presented as third-party balances in our Consolidated Balance Sheets. | ||||||||||||||||||||||||
Morningstar Divestiture — The sale of Morningstar closed on January 3, 2013 and we received net proceeds of approximately $1.45 billion. We recorded a gain of $868.8 million ($491.9 million, net of tax) on the sale of Morningstar during the year ended December 31, 2013, which excludes $22.9 million of transaction costs recognized in discontinued operations during the year ended December 31, 2012. Accordingly, the net assets, operating results and cash flows of Morningstar have been reclassified to discontinued operations for all periods presented herein. | ||||||||||||||||||||||||
The following is a summary of operating results and certain other directly attributable expenses, including interest expense, which are included in discontinued operations for the years ended December 31, 2013 and 2012: | ||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
WhiteWave | Morningstar | Total | WhiteWave | Morningstar | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Operations: | ||||||||||||||||||||||||
Net sales | $ | 940,431 | $ | 5,919 | $ | 946,350 | $ | 2,187,615 | $ | 1,438,371 | $ | 3,625,986 | ||||||||||||
Income (loss) before income taxes | 57,126 | (28 | ) | 57,098 | 152,164 | 69,513 | 221,677 | |||||||||||||||||
Income tax (expense) benefit | (54,306 | ) | -1 | 11 | (54,295 | ) | (58,566 | ) | (23,832 | ) | (82,398 | ) | ||||||||||||
Net income (loss) | $ | 2,820 | $ | (17 | ) | $ | 2,803 | $ | 93,598 | $ | 45,681 | $ | 139,279 | |||||||||||
-1 | The income tax expense attributable to WhiteWave during the year ended December 31, 2013 includes approximately $31.1 million related to certain deferred intercompany transactions which were recognized upon the completion of the WhiteWave spin-off. Because these liabilities arose as a direct result of the spin-off of WhiteWave, we have reflected the income statement impact of such liabilities as a component of discontinued operations. | |||||||||||||||||||||||
The following is a summary of directly attributable transaction expenses which are included in discontinued operations for the years ended December 31, 2013 and 2012: | ||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
WhiteWave | $ | 12,464 | $ | 18,835 | ||||||||||||||||||||
Morningstar | 437 | 22,875 | ||||||||||||||||||||||
Total | $ | 12,901 | $ | 41,710 | ||||||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012 we incurred an immaterial amount of expense related to other transactional activities, which is recorded in general and administrative expenses in our Consolidated Statements of Operations. | ||||||||||||||||||||||||
During the year ended December 31, 2014, we recognized net losses from discontinued operations of $0.7 million from the finalization of certain pre-separation tax items related to WhiteWave. | ||||||||||||||||||||||||
During the year ended December 31, 2014, we recognized net gains on the sale of discontinued operations, net of tax, of $0.5 million, from favorable taxing authority settlements related to Morningstar and other prior discontinued operations. | ||||||||||||||||||||||||
Other Activity in Discontinued Operations | ||||||||||||||||||||||||
In July 2012, pursuant to a settlement reached with respect to certain contingent obligations that we retained in connection with the 2006 sale of our Iberian operations, we paid a total of €5.7 million ($7.2 million), which was inclusive of accrued interest and related fees and expenses, and incurred charges of $2.5 million, net of tax, which were in addition to amounts we had previously accrued in connection with these contingent obligations. The additional charges recorded during 2012 were included in gain (loss) on sale of discontinued operations, net of tax in our Consolidated Statements of Operations. |
Investment_in_Affiliates
Investment in Affiliates | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Investment in Affiliates | INVESTMENT IN AFFILIATES |
Sale of Unconsolidated Affiliate and Related Party | |
Consolidated Container Company — On July 3, 2012, our approximate 25% non-controlling interest, on a fully diluted basis, in Consolidated Container Company (“CCC”), one of the nation’s largest manufacturers of rigid plastic containers and our largest supplier of plastic bottles and bottle components, was sold in connection with Vestar Capital Partners’ sale of the business operations of CCC. Vestar Capital Partners, an unaffiliated entity, controlled CCC through a majority ownership interest. Prior to the sale, our investment in CCC was accounted for under the equity method of accounting and had been recorded at zero value since 2001 when we determined the investment to be permanently impaired. As a result of the sale, we received cash proceeds of $58.0 million. As the tax basis of our investment in CCC is calculated differently than the carrying value of our investment, we incurred a cash tax obligation of approximately $90 million, which was paid during fourth quarter of 2012. During 2012, we recorded a pre-tax gain from the sale of $58.0 million which was recorded in other operating (income) loss in our Consolidated Statements of Operations and additional income tax expense of $68.4 million, resulting in a net after-tax loss on the sale of the investment of $10.4 million. We spent $204.1 million on products purchased from CCC during 2012 prior to the sale of our interest on July 3, 2012. |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | INVENTORIES | |||||||
Inventories, net of obsolescence reserves of $0.7 million and $0.8 million as of December 31, 2014 and 2013, consisted of the following: | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Raw materials and supplies | $ | 100,587 | $ | 103,023 | ||||
Finished goods | 151,244 | 159,835 | ||||||
Total | $ | 251,831 | $ | 262,858 | ||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT | |||||||
Property, plant and equipment as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Land | $ | 174,654 | $ | 181,026 | ||||
Buildings | 646,098 | 609,907 | ||||||
Leasehold improvements | 76,389 | 75,925 | ||||||
Machinery and equipment | 1,809,037 | 1,704,160 | ||||||
Construction in progress | 34,587 | 56,069 | ||||||
2,740,765 | 2,627,087 | |||||||
Less accumulated depreciation | (1,568,169 | ) | (1,411,040 | ) | ||||
Total | $ | 1,172,596 | $ | 1,216,047 | ||||
Depreciation expense amounted to $156.5 million, $161.8 million and $168.4 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
There was no material interest capitalized during the years ended December 31, 2014 and 2013. | ||||||||
See Note 17 for information regarding plant, property and equipment write-downs incurred in conjunction with our restructuring plans and certain other events. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS | |||||||||||||||||||||||
Our goodwill and intangible assets have resulted from acquisitions. Upon acquisition, the purchase price is first allocated to identifiable assets and liabilities, including trademarks and customer-related intangible assets, with any remaining purchase price recorded as goodwill. Goodwill and trademarks with indefinite lives are not amortized. | ||||||||||||||||||||||||
A trademark is determined to have an indefinite life if it has a history of strong sales and cash flow performance that we expect to continue for the foreseeable future. If these perpetual trademark criteria are not met, the trademarks are amortized over their expected useful lives. Determining the expected life of a trademark is based on a number of factors including the competitive environment, trademark history and anticipated future trademark support. | ||||||||||||||||||||||||
Amortizable intangible assets are evaluated for impairment upon a significant change in the operating environment or whenever circumstances indicate that the carrying value may not be recoverable. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. | ||||||||||||||||||||||||
We conduct impairment tests of goodwill and intangible assets with indefinite lives annually in the fourth quarter and on an interim basis when circumstances arise that indicate a possible impairment. We evaluate goodwill at the reporting unit level. During the year ended December 31, 2013, we disposed of Morningstar, WhiteWave and Alpro reporting units and, upon completion of the WhiteWave spin-off, our remaining goodwill was entirely attributable to our ongoing dairy operations. | ||||||||||||||||||||||||
In evaluating goodwill for impairment, we are permitted under the accounting guidance to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a resorting unit is less than its carrying value, then we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. Under the accounting guidance, we also have an option at any time, to bypass the qualitative assessment process and perform the two-step impairment test. We elected to do so for our annual impairment test and, during the fourth quarter of 2014, we performed a step one goodwill impairment analysis. | ||||||||||||||||||||||||
For purposes of the step one analysis, we estimated the fair value of our reporting unit using both the income approach that analyzed projected discounted cash flows and a market approach that considered other comparable companies. Both approaches resulted in fair value estimates greater than our carrying value. Assumptions used in our valuations were consistent with our internal projections and operating plans, as well as other factors and assumptions and utilized unobservable inputs (Level 3, as defined in Note 11) and significant management judgment. Additionally, under the market approach analysis, we used significant other observable inputs (Level 2, as defined in Note 11) including various peer company comparisons. Changes in these estimates or assumptions could materially affect the determination of fair value and the conclusions of the step one analysis for our reporting unit. | ||||||||||||||||||||||||
Based on the results of the step one analysis, we determined that the carrying value of our reporting unit is greater than zero and its fair value exceeds the carrying value. Accordingly, we were not required to perform step two of the impairment analysis. No goodwill impairment charges were recognized in 2014, 2013 and 2012. | ||||||||||||||||||||||||
As of December 31, 2014, the gross carrying value of goodwill was $2.2 billion and accumulated impairment was $2.1 billion. The company took an impairment charge of $2.1 billion in 2011 with no impairment charges in subsequent years. The net carrying amount of goodwill at December 31, 2014 and 2013 was $86.8 million . | ||||||||||||||||||||||||
Based on the results of our evaluation of impairment of our intangible assets with indefinite lives, there was no impairment charge during 2014. During 2013, as a result of declining volumes and projected future cash flows related to one of our indefinite-lived trademarks, we recorded an impairment charge of $4.4 million to reduce the carrying value of the trademark to its estimated fair value. This charge was recorded in the impairment of long-lived assets line item in our Consolidated Statements of Operations. | ||||||||||||||||||||||||
We can provide no assurance that we will not have impairment charges in future periods as a result of changes in our operating results or the assumptions utilized in our impairment tests. | ||||||||||||||||||||||||
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Intangible assets with indefinite lives: | ||||||||||||||||||||||||
Trademarks(1) | $ | 221,681 | $ | — | $ | 221,681 | $ | 221,681 | $ | — | $ | 221,681 | ||||||||||||
Intangible assets with finite lives: | ||||||||||||||||||||||||
Customer-related and other(2) | 49,225 | (31,153 | ) | 18,072 | 49,225 | (28,575 | ) | 20,650 | ||||||||||||||||
Trademarks(3) | 8,096 | (5,315 | ) | 2,781 | 8,096 | (5,002 | ) | 3,094 | ||||||||||||||||
Total | $ | 279,002 | $ | (36,468 | ) | $ | 242,534 | $ | 279,002 | $ | (33,577 | ) | $ | 245,425 | ||||||||||
-1 | As described above, during 2013 we recorded an impairment charge of $4.4 million to reduce the carrying value of one of our indefinite-lived trademarks to its estimated fair value. | |||||||||||||||||||||||
-2 | During the first quarter of 2013, we wrote off a favorable lease asset with a net book value of $3.5 million in connection with our abandonment of the facility to which the favorable lease related. This charge was recorded in the impairment of long-lived assets line item in our Consolidated Statements of Operations. | |||||||||||||||||||||||
-3 | During the third quarter of 2013, we wrote off a finite-lived trademark with a gross carrying amount of $1.5 million due to a decline in actual and expected future cash flows as a result of a decision to discontinue sales under the brand to which the trademark relates. | |||||||||||||||||||||||
Amortization expense on intangible assets for the years ended December 31, 2014, 2013 and 2012 was $2.9 million, $3.7 million and $3.9 million, respectively. Estimated aggregate intangible asset amortization expense for the next five years is as follows: | ||||||||||||||||||||||||
2015 | $ | 2.9 | million | |||||||||||||||||||||
2016 | 2.8 | million | ||||||||||||||||||||||
2017 | 2.3 | million | ||||||||||||||||||||||
2018 | 2 | million | ||||||||||||||||||||||
2019 | 2 | million |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Expenses | ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||||||
Accounts payable and accrued expenses as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Accounts payable | $ | 533,900 | $ | 504,745 | ||||
Payroll and benefits, including incentive compensation | 67,480 | 84,050 | ||||||
Health insurance, workers’ compensation and other insurance costs | 52,851 | 49,087 | ||||||
Current derivative liability | 4,392 | 318 | ||||||
Customer rebates | 47,658 | 41,734 | ||||||
Other accrued liabilities | 68,619 | 81,354 | ||||||
Total | $ | 774,900 | $ | 761,288 | ||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||
Income Taxes | INCOME TAXES | ||||||||||||||||||||
The following table presents the 2014, 2013 and 2012 income tax expense (benefit): | |||||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||||
2014(1) | 2013(2) | 2012(3) | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Current income taxes: | |||||||||||||||||||||
Federal | $ | (94,983 | ) | $ | (52,601 | ) | $ | 77,909 | |||||||||||||
State | 1,255 | (9,477 | ) | 18,400 | |||||||||||||||||
Foreign | 723 | 6 | 538 | ||||||||||||||||||
Total current income tax expense (benefit) | (93,005 | ) | (62,072 | ) | 96,847 | ||||||||||||||||
Deferred income taxes: | |||||||||||||||||||||
Federal | 54,015 | 15,051 | (631 | ) | |||||||||||||||||
State | 6,894 | 4,696 | (8,271 | ) | |||||||||||||||||
Total deferred income tax expense (benefit) | 60,909 | 19,747 | (8,902 | ) | |||||||||||||||||
Total income tax expense (benefit) | $ | (32,096 | ) | $ | (42,325 | ) | $ | 87,945 | |||||||||||||
-1 | Excludes $0.9 million of income tax expense related to discontinued operations. | ||||||||||||||||||||
-2 | Excludes $431.0 million of income tax expense related to discontinued operations. | ||||||||||||||||||||
-3 | Excludes $80.4 million of income tax expense related to discontinued operations. | ||||||||||||||||||||
The following is a reconciliation of income tax expense (benefit) computed at the U.S. federal statutory tax rate to income tax expense (benefit) reported in our Consolidated Statements of Operations: | |||||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Amount | Percentage | Amount | Percentage | Amount | Percentage | ||||||||||||||||
(In thousands, except percentages) | |||||||||||||||||||||
Tax expense at statutory rate | $ | (18,299 | ) | 35 | % | $ | 99,062 | 35 | % | $ | 39,116 | 35 | % | ||||||||
State income taxes | 2,281 | (4.4 | ) | (2,894 | ) | (1.0 | ) | 6,218 | 5.6 | ||||||||||||
Tax-free disposition of investment | — | — | (145,524 | ) | (51.4 | ) | — | — | |||||||||||||
Uncertain tax positions | (15,451 | ) | 29.6 | 6,106 | 2.2 | — | — | ||||||||||||||
Sale of unconsolidated affiliate | — | — | (545 | ) | (0.2 | ) | 40,411 | 36.2 | |||||||||||||
Change in valuation allowances | 3,016 | (5.8 | ) | (213 | ) | (0.1 | ) | 366 | 0.3 | ||||||||||||
Other | (3,643 | ) | 7 | 1,683 | 0.6 | 1,834 | 1.6 | ||||||||||||||
Total | $ | (32,096 | ) | 61.4 | % | $ | (42,325 | ) | (14.9 | )% | $ | 87,945 | 78.7 | % | |||||||
The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: | |||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014(1) | 2013(2) | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Deferred income tax assets: | |||||||||||||||||||||
Accrued liabilities | $ | 105,029 | $ | 121,539 | |||||||||||||||||
Retirement plans and postretirement benefits | 38,004 | 24,312 | |||||||||||||||||||
Share-based compensation | 16,261 | 20,468 | |||||||||||||||||||
Receivables and inventories | 11,155 | 10,275 | |||||||||||||||||||
Derivative financial instruments | 1,646 | 283 | |||||||||||||||||||
State net operating loss carryforwards | 35,089 | 31,824 | |||||||||||||||||||
State tax credit carryforwards | 4,748 | 3,007 | |||||||||||||||||||
Valuation allowances | (13,177 | ) | (8,733 | ) | |||||||||||||||||
198,755 | 202,975 | ||||||||||||||||||||
Deferred income tax liabilities: | |||||||||||||||||||||
Property, plant and equipment | (209,168 | ) | (199,004 | ) | |||||||||||||||||
Intangible assets | (29,612 | ) | (8,751 | ) | |||||||||||||||||
Cancellation of debt | (11,299 | ) | — | ||||||||||||||||||
Other | (843 | ) | (145 | ) | |||||||||||||||||
(250,922 | ) | (207,900 | ) | ||||||||||||||||||
Net deferred income tax asset (liability) | $ | (52,167 | ) | $ | (4,925 | ) | |||||||||||||||
-1 | Includes $8.0 million of deferred tax assets related to uncertain tax positions. | ||||||||||||||||||||
-2 | Includes $7.5 million of deferred tax assets related to uncertain tax positions. | ||||||||||||||||||||
These net deferred income tax assets (liabilities) are classified in our Consolidated Balance Sheets as follows: | |||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Current assets | $ | 50,362 | $ | 60,143 | |||||||||||||||||
Noncurrent assets | 35,415 | 35,623 | |||||||||||||||||||
Noncurrent liabilities | (137,944 | ) | (100,691 | ) | |||||||||||||||||
Total | $ | (52,167 | ) | $ | (4,925 | ) | |||||||||||||||
At December 31, 2014, we had $35.1 million of tax-effected state net operating losses and $4.7 million of state tax credits available for carryover to future years. These items are subject to certain limitations and begin to expire in 2015. A valuation allowance of $13.2 million has been established because we do not believe it is more likely than not that all of the deferred tax assets related to these items will be realized prior to expiration. Our valuation allowance increased $4.4 million in 2014 for certain state tax credits not expected to be utilized after the divestiture of Morningstar and for certain state net operating loss carryforwards no longer expected to be utilized. | |||||||||||||||||||||
The following is a reconciliation of gross unrecognized tax benefits, including interest, recorded in our Consolidated Balance Sheets: | |||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Balance at beginning of year | $ | 40,478 | $ | 27,734 | $ | 29,128 | |||||||||||||||
Increases in tax positions for current year | — | 18,230 | 230 | ||||||||||||||||||
Increases in tax positions for prior years | 11,432 | 2,315 | 5,075 | ||||||||||||||||||
Decreases in tax positions for prior years | (21,194 | ) | (6,192 | ) | (3,697 | ) | |||||||||||||||
Settlement of tax matters | (4,203 | ) | (1,232 | ) | (2,127 | ) | |||||||||||||||
Lapse of applicable statutes of limitations | (50 | ) | (377 | ) | (875 | ) | |||||||||||||||
Balance at end of year | $ | 26,463 | $ | 40,478 | $ | 27,734 | |||||||||||||||
These unrecognized tax benefits are classified in our Consolidated Balance Sheets as follows: | |||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Accrued expenses | $ | 295 | $ | 3,348 | $ | 1,427 | |||||||||||||||
Other long-term liabilities | 26,168 | 37,130 | 26,307 | ||||||||||||||||||
Total | $ | 26,463 | $ | 40,478 | $ | 27,734 | |||||||||||||||
Of the balance at December 31, 2014, $2.2 million would impact our effective tax rate and $16.3 million would be recorded in discontinued operations, if recognized. The remaining $8.0 million represents tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Due to the impact of deferred income tax accounting, the disallowance of the shorter deductibility period would not affect our effective tax rate but would accelerate payment of cash to the applicable taxing authority. We do not expect any material changes to our liability for uncertain tax positions during the next 12 months. | |||||||||||||||||||||
We recognize accrued interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in general and administrative expenses in our Consolidated Statements of Operations. Interest expense recorded in income tax expense for 2014, 2013 and 2012 was immaterial. Our liability for uncertain tax positions included accrued interest of $1.3 million and $2.0 million at December 31, 2014 and 2013, respectively. | |||||||||||||||||||||
During 2014, the Internal Revenue Service ("IRS") officially closed their examination of our 2007 through 2011 U.S. consolidated income tax returns after receiving approval by the U.S. Congressional Joint Committee on Taxation. Our 2012 through 2014 U.S. consolidated income tax returns remain open for examination by the IRS. State income tax returns are generally subject to examination for a period of three to five years after filing. We have various state income tax returns in the process of examination, appeals or settlement. |
Debt
Debt | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Debt | DEBT | |||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||
Amount | Interest | Amount | Interest | |||||||||||||||||
Outstanding | Rate | Outstanding | Rate | |||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||
Dean Foods Company debt obligations: | ||||||||||||||||||||
Senior secured credit facility | $ | 70,301 | 2.93 | % | * | $ | 50,250 | 1.67 | % | * | ||||||||||
Senior notes due 2016 | 475,819 | 7 | 475,579 | 7 | ||||||||||||||||
Senior notes due 2018 | — | — | 23,812 | 9.75 | ||||||||||||||||
546,120 | 549,641 | |||||||||||||||||||
Subsidiary debt obligations: | ||||||||||||||||||||
Senior notes due 2017 | 134,913 | 6.9 | 132,808 | 6.9 | ||||||||||||||||
Receivables-backed facility | 235,000 | 1.3 | 213,000 | 1.19 | ||||||||||||||||
Capital lease and other | 1,146 | — | 1,813 | — | ||||||||||||||||
371,059 | 347,621 | |||||||||||||||||||
917,179 | 897,262 | |||||||||||||||||||
Less current portion | (698 | ) | (698 | ) | ||||||||||||||||
Total long-term portion | $ | 916,481 | $ | 896,564 | ||||||||||||||||
* | Represents a weighted average rate, including applicable interest rate margins. | |||||||||||||||||||
The scheduled maturities of long-term debt at December 31, 2014, were as follows (in thousands): | ||||||||||||||||||||
Total | ||||||||||||||||||||
2015 | $ | 698 | ||||||||||||||||||
2016 | 476,636 | |||||||||||||||||||
2017 | 377,000 | |||||||||||||||||||
2018 | 70,301 | |||||||||||||||||||
Thereafter | — | |||||||||||||||||||
Subtotal | 924,635 | |||||||||||||||||||
Less discounts | (7,456 | ) | ||||||||||||||||||
Total outstanding debt | $ | 917,179 | ||||||||||||||||||
Senior Secured Credit Facility — In July 2013, we executed a credit agreement pursuant to which the lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million. The credit agreement was amended in June 2014 and further amended in August 2014. Under the agreement, as amended, we have the right to request an increase of the aggregate commitment under the credit facility, and to request incremental term loans or increased revolver commitments of, up to $500 million without the consent of any lenders not participating in such increase, subject to specified conditions. The proceeds of the credit facility are used to finance our working capital needs and for general corporate purposes of us and our subsidiaries. The senior secured credit facility is available for the issuance of up to $200 million of letters of credit and up to $150 million of swing line loans. The facility will terminate on July 2, 2018. | ||||||||||||||||||||
In connection with the amendment entered into in August 2014, the Company paid certain consent and arrangement fees of approximately $1.0 million to lenders and other fees, which were capitalized and will be amortized to interest expense over the remaining term of the facility. During the third quarter of 2013, we incurred approximately $6 million of fees in connection with the execution of the new senior secured credit facility, which were capitalized and will be amortized to interest expense over the five-year term of the facility. | ||||||||||||||||||||
Loans outstanding under the senior secured credit facility bear interest, at our election, at either the Adjusted LIBO Rate (as defined in the credit agreement) plus a margin of between 1.25% and 2.75% (2.75% as of December 31, 2014) based on the leverage ratio (as defined in the credit agreement), or the Alternate Base Rate (as defined in the credit agreement) plus a margin of between 0.25% and 1.75% (1.75% as of December 31, 2014) based on the leverage ratio. We are permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than applicable LIBOR breakage costs). Subject to certain exceptions and conditions described in the credit agreement, we are obligated to prepay the credit facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty and insurance proceeds. | ||||||||||||||||||||
The senior secured credit facility is guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the credit agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The facility is secured by a first priority perfected security interest in substantially all of the personal property of us and our guarantors, whether consisting of tangible or intangible property, including a pledge of, and a perfected security interest in, (i) all of the shares of capital stock of the guarantors and (ii) 65% of our or any guarantor’s first-tier foreign subsidiaries which are material restricted subsidiaries, in each case subject to certain exceptions as set forth in the credit agreement. The collateral does not include any real property, the capital stock and any assets of any unrestricted subsidiary, or any capital stock of any direct or indirect subsidiary of our wholly-owned subsidiary Dean Holding Company ("Legacy Dean") which owns any real property. | ||||||||||||||||||||
Under the senior secured credit facility, as amended, we are required to comply with (a) a maximum consolidated net leverage ratio of 5.25x for each fiscal quarter ending on or prior to December 31, 2014; 5.00x for each fiscal quarter ending on or prior to March 31, 2015; 4.50x for each fiscal quarter ending on or prior to June 30, 2015; and 4.00x for each fiscal quarter ending thereafter; (b) a senior secured net leverage ratio not to exceed 2.50x; and (c) a minimum consolidated interest coverage ratio of 3.00x, in each case, as defined under and calculated in accordance with the terms of the agreements governing our senior secured credit facility and our receivables-backed facility. | ||||||||||||||||||||
The credit agreement governing the senior secured credit facility contains customary representations, warranties and covenants, including but not limited to specified restrictions on indebtedness, liens, guarantee obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale and leaseback transactions, as well as the financial covenants described below. The credit agreement also contains customary events of default and related cure provisions. There are no restrictions on the payment of dividends when our leverage ratio is below 3.25x on a pro forma basis. The credit agreement also contains customary events of default and related cure provisions. | ||||||||||||||||||||
At December 31, 2014, there were outstanding borrowings of $70.3 million under the senior secured revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the year ended December 31, 2014 was $52.1 million. There were no letters of credit issued under the senior secured revolving credit facility as of December 31, 2014. | ||||||||||||||||||||
Prior Amended & Restated Senior Secured Credit Facility (Terminated Effective July 2, 2013) — In July 2013, we terminated our prior credit facility, as amended, and executed a new senior secured credit facility. Our prior credit facility consisted of an original combination of a $1.5 billion five-year revolving credit facility, a $1.5 billion five-year term loan A and a $1.8 billion seven-year term loan B. | ||||||||||||||||||||
In October 2012, we used the combined proceeds we received from the WhiteWave IPO and WhiteWave’s initial borrowings under its senior secured credit facilities described in Note 10 to the Consolidated Financial Statements included in our 2012 Annual Report on Form 10-K to repay in full the then-outstanding $480 million aggregate principal amount of our 2014 Tranche A term loan and the then-outstanding $675 million aggregate principal amount of our outstanding 2014 Tranche B term loan. Additionally, as discussed in Note 3, on January 3, 2013, we completed the sale of Morningstar and received net proceeds of approximately $1.45 billion, a portion of which was used for the full repayment of $480 million in outstanding 2016 Tranche B term loan borrowings, $547 million in outstanding 2017 Tranche B term loan borrowings and $265 million in revolver borrowings outstanding as of December 31, 2012. As a result of these principal repayments, we wrote off $1.5 million in previously deferred financing costs related to the prior credit facility during the first quarter of 2013. | ||||||||||||||||||||
The prior credit facility was available for the issuance of up to $350 million of letters of credit and up to $150 million of swing line loans. The prior credit facility was secured by liens on substantially all of our domestic assets, including the assets of our domestic subsidiaries, but excluding the capital stock of subsidiaries of Legacy Dean, the real property owned by Legacy Dean and its subsidiaries, and accounts receivable associated with the receivables-backed facility. The credit agreement governing our prior credit facility contained standard default triggers, including without limitation: failure to maintain compliance with the financial and other covenants contained in the credit agreement, default on certain of our other debt, a change in control and certain other material adverse changes in our business. The prior credit agreement did not contain any requirements to maintain specific credit rating levels. | ||||||||||||||||||||
During the third quarter of 2013, as a result of the termination of our prior credit agreement and the extinguishment of the related debt, we wrote off $5.4 million in previously deferred financing costs associated with the prior credit facility. | ||||||||||||||||||||
Short Term Credit Facility and Debt-for-Equity Exchange Agreement — As discussed in Note 2, on July 11, 2013, in connection with the anticipated monetization of our remaining shares of WhiteWave’s Class A common stock, we entered into a loan agreement with certain lenders, pursuant to which we were provided with two term loans in an aggregate principal amount of $626.8 million, consisting of a $545 million term loan required to be repaid no later than August 12, 2013, and an $81.8 million term loan required to be repaid no later than September 9, 2013. We used the proceeds from the credit facility for general corporate purposes. Loans outstanding under the short-term credit facility bore interest at the Adjusted LIBO Rate (as defined in the loan agreement) plus a margin of 2.50%. We were permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than any applicable LIBOR breakage costs). | ||||||||||||||||||||
The credit facility was unsecured and was guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the loan agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The loan agreement contained certain representations, warranties and covenants, including, but not limited to specified restrictions on acquisitions and payment of dividends, as well as maintenance of certain liquidity levels. The loan agreement also contained customary events of default and related cure provisions. We were required to comply with a maximum consolidated net leverage ratio initially set at 4.00x and a minimum consolidated interest coverage ratio set at 3.00x. | ||||||||||||||||||||
As disclosed in Note 2, on July 25, 2013, we announced the closing of a secondary public offering of 34.4 million shares of Class A common stock of WhiteWave owned by us at a public offering price of $17.75 per share. Immediately prior to the closing of the offering, we exchanged our shares of WhiteWave Class A common stock for $589.2 million of the two term loans, which loans were held by two of the underwriters in the offering. Following the closing of the debt-for-equity exchange, we repaid the non-exchanged balance of the two term loans in full and terminated the loan agreement. | ||||||||||||||||||||
Dean Foods Receivables-Backed Facility — We have a $550 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully reflected in our Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting purposes. In June 2014, the receivables-backed facility was modified to, among other things, increase the amount available for the issuance of letters of credit from $300 million to $350 million and to extend the liquidity termination date from March 2015 to June 2017. The receivables-backed facility was further amended in August 2014 to be consistent with the amended financial covenants under the credit agreement governing the senior secured credit facility. | ||||||||||||||||||||
Based on the monthly borrowing base formula, we had the ability to borrow up to $550 million of the total commitment amount under the receivables-backed facility as of December 31, 2014. The total amount of receivables sold to these entities as of December 31, 2014 was $685.5 million. During the year ended December 31, 2014 we borrowed $2.7 billion and subsequently repaid $2.6 billion under the facility with a remaining drawn balance of $235.0 million as of December 31, 2014. Excluding letters of credit in the aggregate amount of $163.8 million, the remaining available borrowing capacity was $151.2 million at December 31, 2014. Our average daily balance under this facility during the year ended December 31, 2014 was $249.6 million. The receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBOR rates plus an applicable margin. | ||||||||||||||||||||
On July 2, 2013, we amended our receivables purchase agreement to implement certain modifications in connection with the senior secured credit facility described above. On October 7, 2013, we further amended our receivables purchase agreement to, among other things, conform the financial covenants and related definitions to those in our senior secured credit facility. | ||||||||||||||||||||
Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the amount of $80 million, representing the approximate subsequent payments due under the terms of the settlement agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four installment payments. We made installment payments in June of 2014 and 2013. As of December 31, 2014, the letter of credit had been reduced to $37.7 million. | ||||||||||||||||||||
We are currently in compliance with all covenants under our credit agreements. | ||||||||||||||||||||
Dean Foods Company Senior Notes due 2018 — On December 16, 2010, we issued $400 million aggregate principal amount of 9.75% senior unsecured notes in a private placement to qualified institutional buyers and in offshore transactions, and on August 3, 2011, we exchanged $400 million of the senior notes for new notes that are registered under the Securities Act and do not have restrictions on transfer, rights to special interest or registration rights. These notes are our senior unsecured obligations and mature on December 15, 2018 with interest payable on June 15 and December 15 of each year. The indenture under which we issued the senior notes due 2018 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $376.2 million principal amount of these notes pursuant to a cash redemption offer, described more fully below. During the fourth quarter of 2014, we retired the remaining $23.8 million of principal amount of the senior notes due 2018 pursuant to the cash redemption offer described more fully below. The carrying value of the remaining notes outstanding at December 31, 2014 was zero. | ||||||||||||||||||||
Dean Foods Company Senior Notes due 2016 — In 2006, we issued $500 million aggregate principal amount of 7.00% senior unsecured notes. The senior unsecured notes mature in June 2016, and interest is payable on June 1 and December 1 of each year. The indenture under which we issued the senior notes due 2016 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $23.8 million of principal amount of the senior notes due 2016 pursuant to a cash tender offer, described more fully below. The carrying value of the remaining notes outstanding at December 31, 2014 was $475.8 million. | ||||||||||||||||||||
Redemption of Dean Foods Company Senior Notes due 2018 — In December 2014, we completed the redemption of our remaining outstanding Senior Notes due 2018. We redeemed the entire $24 million outstanding principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of the notes redeemed, plus accrued and unpaid interest, or approximately $26.1 million in total. As a result of the redemption, we recorded a $1.4 million pre-tax loss on early extinguishment of debt in the fourth quarter of 2014, which consisted of debt redemption premiums of $1.2 million and a write-off of unamortized debt issue costs of $0.2 million. The loss was recorded in the loss on early retirement of debt line in our Consolidated Statements of Operations. The redemption was financed with borrowings under our senior secured credit facility. | ||||||||||||||||||||
Cash Tender Offer on Dean Foods Company Senior Notes due 2018 and 2016 — On November 12, 2013, we announced that we had commenced a cash tender offer for up to $400 million combined aggregate principal amount of our Senior Notes due 2018 and Senior Notes due 2016, with priority given to the Senior Notes due 2018, and a consent solicitation to amend the indenture related to our Senior Notes due 2018. The transaction closed during the fourth quarter of 2013, and we purchased $376.2 million aggregate principal amount of the Senior Notes due 2018, which included a premium of approximately $54 million, and $23.8 million aggregate principal amount of the Senior Notes due 2016, which included a premium of approximately $3 million. The tender offer was financed with cash on hand and borrowings under our senior secured credit facility. As a result of the tender offer, we recorded a $63.3 million pre-tax loss on early extinguishment of debt ($38.7 million, net of tax) in the fourth quarter of 2013, which consisted of debt tender premiums of $57.2 million, a write-off of unamortized debt issue costs of $5.5 million, and other direct costs associated with the tender offer of $0.6 million. The loss was recorded in the loss on early retirement of debt line in our Consolidated Statements of Operations. | ||||||||||||||||||||
Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series ($142 million aggregate principal amount) remains outstanding with a maturity date of October 15, 2017. The carrying value of these notes at December 31, 2014 was $134.9 million at 6.90% interest. The indenture governing the Legacy Dean senior notes does not contain financial covenants but does contain certain restrictions, including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries. The Legacy Dean senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s wholly-owned subsidiaries. | ||||||||||||||||||||
See Note 11 for information regarding the fair value of the senior notes due 2016 and senior notes due 2018 and the subsidiary senior notes due 2017 as of December 31, 2014 and 2013. | ||||||||||||||||||||
With regard to our overall capital structure, during the first half of 2015, subject to market conditions and the receipt of appropriate approvals, we intend to optimize our liquidity and strengthen our financial position by opportunistically refinancing, or otherwise addressing, certain of our existing long-term debt, including our 7.0% senior notes due June 2016. We have initiated discussions with a number of our lenders with respect to the key terms and structure of new liquidity facilities, which may include providing additional collateral to lenders under our revolving credit facility. We would look to extend maturities on both our revolving and receivables facilities and also better align our covenants structure with our long-term strategic and operational goals. The specific timing, structure, and terms of such refinancing transactions have not yet been finalized. In addition, there is no guarantee that we will be able to refinance the facilities on the expected terms or at all. | ||||||||||||||||||||
Capital Lease Obligations and Other — Capital lease obligations as of December 31, 2014 were comprised of a lease for land and building related to one of our production facilities. See Note 19. | ||||||||||||||||||||
Interest Rate Agreements — As of December 31, 2014, there were no interest rate swap agreements in effect. See Note 11 for information related to interest rate swap arrangements associated with our debt obligations that existed prior to the extinguishment of such obligations during 2013. | ||||||||||||||||||||
Guarantor Information — The 2016 senior notes described above are our unsecured obligations and, except as described below, are fully and unconditionally, jointly and severally guaranteed by substantially all of our 100%-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Dean Foods Company (“Parent”), the 100%-owned subsidiary guarantors of the senior notes and, separately, the combined results of the 100%-owned subsidiaries that are not a party to the guarantees. The 100%-owned non-guarantor subsidiaries reflect certain foreign and other operations, in addition to our receivables securitization subsidiaries. | ||||||||||||||||||||
Upon completion of the WhiteWave IPO discussed in Note 2, WhiteWave and its wholly-owned domestic subsidiaries were released from their obligations as guarantors for the 2016 senior notes. Additionally, effective upon completion of the Morningstar sale on January 3, 2013, Morningstar and its subsidiaries were no longer parties to the guarantees. Therefore, the activity and balances allocated to discontinued operations related to WhiteWave and Morningstar have been recast in the tables below for all periods presented to include Morningstar and its subsidiaries and WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 senior notes. | ||||||||||||||||||||
Condensed Consolidating Balance Sheet as of December 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | (1,341 | ) | $ | 7,026 | $ | 10,677 | $ | — | $ | 16,362 | |||||||||
Receivables, net | 1,484 | 76,446 | 669,700 | — | 747,630 | |||||||||||||||
Income tax receivable | 57,105 | 7,338 | — | — | 64,443 | |||||||||||||||
Inventories | — | 251,831 | — | — | 251,831 | |||||||||||||||
Intercompany receivables | — | 5,819,460 | — | (5,819,460 | ) | — | ||||||||||||||
Other current assets | 2,004 | 97,593 | 197 | — | 99,794 | |||||||||||||||
Total current assets | 59,252 | 6,259,694 | 680,574 | (5,819,460 | ) | 1,180,060 | ||||||||||||||
Property, plant and equipment, net | — | 1,172,575 | 21 | — | 1,172,596 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 81,531 | 248,600 | 8 | — | 330,139 | |||||||||||||||
Investment in subsidiaries | 6,637,085 | 51,977 | — | (6,689,062 | ) | — | ||||||||||||||
Total | $ | 6,777,868 | $ | 7,819,687 | $ | 680,603 | $ | (12,508,522 | ) | $ | 2,769,636 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 61,416 | $ | 714,054 | $ | 67 | $ | (637 | ) | $ | 774,900 | |||||||||
Intercompany payables | 5,425,360 | — | 393,463 | (5,818,823 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 18,853 | — | — | — | 18,853 | |||||||||||||||
Total current liabilities | 5,505,629 | 714,752 | 393,530 | (5,819,460 | ) | 794,451 | ||||||||||||||
Long-term debt | 546,120 | 135,361 | 235,000 | — | 916,481 | |||||||||||||||
Other long-term liabilities | 81,677 | 332,489 | 96 | — | 414,262 | |||||||||||||||
Long-term litigation settlements | 17,124 | — | — | — | 17,124 | |||||||||||||||
Stockholders’ equity | 627,318 | 6,637,085 | 51,977 | (6,689,062 | ) | 627,318 | ||||||||||||||
Total | $ | 6,777,868 | $ | 7,819,687 | $ | 680,603 | $ | (12,508,522 | ) | $ | 2,769,636 | |||||||||
Condensed Consolidating Balance Sheet as of December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | (12,289 | ) | $ | 17,433 | $ | 11,618 | $ | — | $ | 16,762 | |||||||||
Receivables, net | 1,932 | 72,660 | 677,642 | — | 752,234 | |||||||||||||||
Income tax receivable | 10,374 | 5,541 | — | — | 15,915 | |||||||||||||||
Inventories | — | 262,858 | — | — | 262,858 | |||||||||||||||
Intercompany receivables | — | 5,728,284 | (1 | ) | (5,728,283 | ) | — | |||||||||||||
Other current assets | 6,944 | 95,927 | 58 | — | 102,929 | |||||||||||||||
Total current assets | 6,961 | 6,182,703 | 689,317 | (5,728,283 | ) | 1,150,698 | ||||||||||||||
Property, plant and equipment, net | — | 1,215,888 | 159 | — | 1,216,047 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 90,269 | 258,109 | 81 | — | 348,459 | |||||||||||||||
Investment in subsidiaries | 6,633,000 | 72,345 | — | (6,705,345 | ) | — | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 47,284 | $ | 713,625 | $ | 554 | $ | (175 | ) | $ | 761,288 | |||||||||
Intercompany payables | 5,304,051 | — | 424,057 | (5,728,108 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 19,101 | — | — | — | 19,101 | |||||||||||||||
Total current liabilities | 5,370,436 | 714,323 | 424,611 | (5,728,283 | ) | 781,087 | ||||||||||||||
Long-term debt | 549,641 | 133,923 | 213,000 | — | 896,564 | |||||||||||||||
Other long-term liabilities | 59,764 | 314,149 | 92 | — | 374,005 | |||||||||||||||
Long-term litigation settlements | 36,074 | — | — | — | 36,074 | |||||||||||||||
Total stockholders’ equity | 714,315 | 6,653,491 | 51,854 | (6,705,345 | ) | 714,315 | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) for | ||||||||||||||||||||
the Year Ended December 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 9,490,049 | $ | 13,147 | $ | — | $ | 9,503,196 | ||||||||||
Cost of sales | — | 7,819,276 | 10,457 | — | 7,829,733 | |||||||||||||||
Gross profit | — | 1,670,773 | 2,690 | — | 1,673,463 | |||||||||||||||
Selling and distribution | — | 1,353,810 | 1,243 | — | 1,355,053 | |||||||||||||||
General and administrative | 2,383 | 284,434 | 1,927 | — | 288,744 | |||||||||||||||
Amortization of intangibles | — | 2,889 | — | — | 2,889 | |||||||||||||||
Facility closing and reorganization costs | — | 4,460 | — | — | 4,460 | |||||||||||||||
Litigation settlement | (2,521 | ) | — | — | — | (2,521 | ) | |||||||||||||
Impairment of long-lived assets | — | 20,820 | — | — | 20,820 | |||||||||||||||
Other operating loss | — | (4,535 | ) | — | — | (4,535 | ) | |||||||||||||
Interest expense | 43,333 | 11,855 | 5,831 | — | 61,019 | |||||||||||||||
Loss on early retirement of debt | 1,437 | — | — | — | 1,437 | |||||||||||||||
Other (income) expense, net | (2,400 | ) | 3,589 | (2,809 | ) | — | (1,620 | ) | ||||||||||||
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries | (42,232 | ) | (6,549 | ) | (3,502 | ) | — | (52,283 | ) | |||||||||||
Income tax expense benefit | (15,290 | ) | (15,166 | ) | (1,640 | ) | — | (32,096 | ) | |||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | (26,942 | ) | 8,617 | (1,862 | ) | — | (20,187 | ) | ||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 6,158 | (1,953 | ) | — | (4,205 | ) | — | |||||||||||||
Income (loss) from continuing operations | (20,784 | ) | 6,664 | (1,862 | ) | (4,205 | ) | (20,187 | ) | |||||||||||
Income (loss) from discontinued operations, net of tax | — | 332 | (984 | ) | — | (652 | ) | |||||||||||||
Gain on sale of discontinued operations, net of tax | 488 | — | 55 | — | 543 | |||||||||||||||
Net income (loss) | (20,296 | ) | 6,996 | (2,791 | ) | (4,205 | ) | (20,296 | ) | |||||||||||
Other comprehensive loss, net of tax, attributable to Dean Foods Company | (25,424 | ) | (1,567 | ) | (802 | ) | — | (27,793 | ) | |||||||||||
Comprehensive income (loss) attributable to Dean Foods Company | $ | (45,720 | ) | $ | 5,429 | $ | (3,593 | ) | $ | (4,205 | ) | $ | (48,089 | ) | ||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) for | ||||||||||||||||||||
the Year Ended December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 9,002,872 | $ | 13,449 | $ | — | $ | 9,016,321 | ||||||||||
Cost of sales | — | 7,151,985 | 9,749 | — | 7,161,734 | |||||||||||||||
Gross profit | — | 1,850,887 | 3,700 | — | 1,854,587 | |||||||||||||||
Selling and distribution | — | 1,336,319 | 1,426 | — | 1,337,745 | |||||||||||||||
General and administrative | 2,301 | 306,367 | 1,785 | — | 310,453 | |||||||||||||||
Amortization of intangibles | — | 3,669 | — | — | 3,669 | |||||||||||||||
Facility closing and reorganization costs | — | 27,008 | — | — | 27,008 | |||||||||||||||
Litigation settlement | (1,019 | ) | — | — | — | (1,019 | ) | |||||||||||||
Impairment of long-lived assets | — | 40,027 | 3,414 | — | 43,441 | |||||||||||||||
Other operating loss | 290 | 2,204 | — | — | 2,494 | |||||||||||||||
Interest expense | 184,472 | 11,945 | 4,141 | — | 200,558 | |||||||||||||||
Loss on early retirement of debt | 63,387 | — | — | — | 63,387 | |||||||||||||||
Gain on disposition of WhiteWave common stock | (415,783 | ) | — | — | — | (415,783 | ) | |||||||||||||
Other (income) expense, net | (2,300 | ) | 3,269 | (1,369 | ) | — | (400 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries | 168,652 | 120,079 | (5,697 | ) | — | 283,034 | ||||||||||||||
Income tax expense (benefit) | (99,908 | ) | 61,829 | (4,246 | ) | — | (42,325 | ) | ||||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | 268,560 | 58,250 | (1,451 | ) | — | 325,359 | ||||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 544,618 | (2,035 | ) | — | (542,583 | ) | — | |||||||||||||
Income (loss) from continuing operations | 813,178 | 56,215 | (1,451 | ) | (542,583 | ) | 325,359 | |||||||||||||
Income from discontinued operations, net of tax | — | — | 2,803 | — | 2,803 | |||||||||||||||
Gain (loss) on sale of discontinued operations, net of tax | — | 491,200 | (5 | ) | — | 491,195 | ||||||||||||||
Net income | 813,178 | 547,415 | 1,347 | (542,583 | ) | 819,357 | ||||||||||||||
Net loss attributable to non-controlling interest | — | — | (6,179 | ) | — | (6,179 | ) | |||||||||||||
Net income (loss) attributable to Dean Foods Company | 813,178 | 547,415 | (4,832 | ) | (542,583 | ) | 813,178 | |||||||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | 100,488 | 4,204 | (8,323 | ) | — | 96,369 | ||||||||||||||
Comprehensive income (loss) attributable to Dean Foods Company | $ | 913,666 | $ | 551,619 | $ | (13,155 | ) | $ | (542,583 | ) | $ | 909,547 | ||||||||
Condensed Consolidating Statement of Comprehensive Income for | ||||||||||||||||||||
the Year Ended December 31, 2012 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 9,262,725 | $ | 11,937 | $ | — | $ | 9,274,662 | ||||||||||
Cost of sales | — | 7,170,595 | 8,808 | — | 7,179,403 | |||||||||||||||
Gross profit | — | 2,092,130 | 3,129 | — | 2,095,259 | |||||||||||||||
Selling and distribution | — | 1,418,615 | 916 | — | 1,419,531 | |||||||||||||||
General and administrative | 8,847 | 402,518 | 1,592 | — | 412,957 | |||||||||||||||
Amortization of intangibles | — | 3,758 | — | — | 3,758 | |||||||||||||||
Facility closing and reorganization costs | — | 55,787 | — | — | 55,787 | |||||||||||||||
Other operating (income) loss | 574 | — | (58,033 | ) | — | (57,459 | ) | |||||||||||||
Interest expense | 131,714 | 11,744 | 7,131 | — | 150,589 | |||||||||||||||
Other (income) expense, net | (8,163 | ) | (44,551 | ) | 51,050 | — | (1,664 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes and equity in loss of subsidiaries | (132,972 | ) | 244,259 | 473 | — | 111,760 | ||||||||||||||
Income tax expense (benefit) | (46,699 | ) | 94,725 | 39,919 | — | 87,945 | ||||||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | (86,273 | ) | 149,534 | (39,446 | ) | — | 23,815 | |||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 247,355 | (1,759 | ) | — | (245,596 | ) | — | |||||||||||||
Income (loss) from continuing operations | 161,082 | 147,775 | (39,446 | ) | (245,596 | ) | 23,815 | |||||||||||||
Income from discontinued operations, net of tax | — | — | 139,279 | — | 139,279 | |||||||||||||||
Gain (loss) on sale of discontinued operations, net of tax | (2,460 | ) | — | 407 | — | (2,053 | ) | |||||||||||||
Net income | 158,622 | 147,775 | 100,240 | (245,596 | ) | 161,041 | ||||||||||||||
Net loss attributable to non-controlling interest | — | — | (2,419 | ) | — | (2,419 | ) | |||||||||||||
Net income attributable to Dean Foods Company | 158,622 | 147,775 | 97,821 | (245,596 | ) | 158,622 | ||||||||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | 2,002 | (1,495 | ) | 7,960 | — | 8,467 | ||||||||||||||
Comprehensive income attributable to Dean Foods Company | $ | 160,624 | $ | 146,280 | $ | 105,781 | $ | (245,596 | ) | $ | 167,089 | |||||||||
Condensed Consolidating Statement of Cash Flows for | ||||||||||||||||||||
the Year Ended December 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | (60,367 | ) | 206,982 | 6,331 | 152,946 | |||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | — | (149,421 | ) | — | (149,421 | ) | ||||||||||||||
Proceeds from sale of fixed assets | — | 27,629 | — | 27,629 | ||||||||||||||||
Net cash used in investing activities | — | (121,792 | ) | — | (121,792 | ) | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | — | (668 | ) | — | (668 | ) | ||||||||||||||
Early retirement of debt | (23,812 | ) | — | — | (23,812 | ) | ||||||||||||||
Premiums paid on early retirement of debt | (1,161 | ) | — | — | (1,161 | ) | ||||||||||||||
Proceeds from senior secured revolver | 2,277,297 | — | — | 2,277,297 | ||||||||||||||||
Payments for senior secured revolver | (2,257,246 | ) | — | — | (2,257,246 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 2,656,000 | 2,656,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (2,634,000 | ) | (2,634,000 | ) | ||||||||||||||
Common stock repurchase | (25,000 | ) | — | — | (25,000 | ) | ||||||||||||||
Cash dividend paid | (26,232 | ) | — | — | (26,232 | ) | ||||||||||||||
Payment of financing costs | (1,552 | ) | — | (1,735 | ) | (3,287 | ) | |||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | 7,861 | — | — | 7,861 | ||||||||||||||||
Tax savings on share-based compensation | 360 | — | — | 360 | ||||||||||||||||
Net change in intercompany balances | 120,800 | (94,929 | ) | (25,871 | ) | — | ||||||||||||||
Net cash provided by (used in) financing activities | 71,315 | (95,597 | ) | (5,606 | ) | (29,888 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (1,666 | ) | (1,666 | ) | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 10,948 | (10,407 | ) | (941 | ) | (400 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | (12,289 | ) | 17,433 | 11,618 | 16,762 | |||||||||||||||
Cash and cash equivalents, end of period | $ | (1,341 | ) | $ | 7,026 | $ | 10,677 | $ | 16,362 | |||||||||||
Condensed Consolidating Statement of Cash Flows for | ||||||||||||||||||||
the Year Ended December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities — continuing operations | $ | (550,566 | ) | $ | 161,706 | $ | 58,133 | $ | (330,727 | ) | ||||||||||
Net cash provided by operating activities — discontinued operations | — | — | 14,086 | 14,086 | ||||||||||||||||
Net cash provided by (used in) operating activities | (550,566 | ) | 161,706 | 72,219 | (316,641 | ) | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | — | (175,163 | ) | — | (175,163 | ) | ||||||||||||||
Proceeds from sale of fixed assets | — | 9,940 | — | 9,940 | ||||||||||||||||
Net cash used in investing activities — continuing operations | — | (165,223 | ) | — | (165,223 | ) | ||||||||||||||
Net cash provided by (used in) investing activities — discontinued operations | 1,441,322 | — | (37,828 | ) | 1,403,494 | |||||||||||||||
Net cash provided by (used in) investing activities | 1,441,322 | (165,223 | ) | (37,828 | ) | 1,238,271 | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | (1,027,198 | ) | (218 | ) | — | (1,027,416 | ) | |||||||||||||
Early retirement of debt | (400,000 | ) | — | — | (400,000 | ) | ||||||||||||||
Premiums paid on early retirement of debt | (57,243 | ) | — | — | (57,243 | ) | ||||||||||||||
Proceeds from senior secured revolver | 1,043,700 | — | — | 1,043,700 | ||||||||||||||||
Payments for senior secured revolver | (1,258,450 | ) | — | — | (1,258,450 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 908,000 | 908,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (695,000 | ) | (695,000 | ) | ||||||||||||||
Proceeds from short-term credit facility | 626,750 | — | — | 626,750 | ||||||||||||||||
Payments for short-term credit facility | (37,521 | ) | — | — | (37,521 | ) | ||||||||||||||
Payment of financing costs | (6,197 | ) | — | — | (6,197 | ) | ||||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | 23,481 | — | — | 23,481 | ||||||||||||||||
Tax savings on share-based compensation | 1,954 | — | — | 1,954 | ||||||||||||||||
Net change in intercompany balances | 172,437 | 21,166 | (193,603 | ) | — | |||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (918,287 | ) | 20,948 | 19,397 | (877,942 | ) | ||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | (51,584 | ) | (51,584 | ) | ||||||||||||||
Net cash provided by (used in) financing activities | (918,287 | ) | 20,948 | (32,187 | ) | (929,526 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | 2 | (1 | ) | 1 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | (27,531 | ) | 17,433 | 2,203 | (7,895 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 15,242 | — | 9,415 | 24,657 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | (12,289 | ) | $ | 17,433 | $ | 11,618 | $ | 16,762 | |||||||||||
Condensed Consolidating Statement of Cash Flows for | ||||||||||||||||||||
the Year Ended December 31, 2012 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities — continuing operations | $ | (88,002 | ) | $ | 304,686 | $ | (11,805 | ) | $ | — | $ | 204,879 | ||||||||
Net cash provided by operating activities — discontinued operations | — | — | 277,539 | — | 277,539 | |||||||||||||||
Net cash provided by (used in) operating activities | (88,002 | ) | 304,686 | 265,734 | — | 482,418 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | (1,564 | ) | (122,328 | ) | — | — | (123,892 | ) | ||||||||||||
Proceeds from intercompany note | 1,155,000 | — | — | (1,155,000 | ) | — | ||||||||||||||
Proceeds from insurance and other recoveries | 3,075 | — | — | — | 3,075 | |||||||||||||||
Proceeds from dividend | — | — | 70,000 | (70,000 | ) | — | ||||||||||||||
Proceeds from divestitures | — | 58,034 | — | — | 58,034 | |||||||||||||||
Other, net | — | (253 | ) | — | — | (253 | ) | |||||||||||||
Proceeds from sale of fixed assets | — | 12,962 | — | — | 12,962 | |||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | 1,156,511 | (51,585 | ) | 70,000 | (1,225,000 | ) | (50,074 | ) | ||||||||||||
Net cash used in investing activities — discontinued operations | — | — | (124,104 | ) | — | (124,104 | ) | |||||||||||||
Net cash provided by (used in) investing activities | 1,156,511 | (51,585 | ) | (54,104 | ) | (1,225,000 | ) | (174,178 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | (1,350,263 | ) | (12 | ) | — | — | (1,350,275 | ) | ||||||||||||
Proceeds from senior secured revolver | 2,481,800 | — | — | — | 2,481,800 | |||||||||||||||
Payments for senior secured revolver | (2,316,500 | ) | — | — | — | (2,316,500 | ) | |||||||||||||
Proceeds from receivables-backed facility | — | — | 2,683,816 | — | 2,683,816 | |||||||||||||||
Payments for receivables-backed facility | — | — | (2,906,311 | ) | — | (2,906,311 | ) | |||||||||||||
Repayment of intercompany note | — | — | (1,155,000 | ) | 1,155,000 | — | ||||||||||||||
Payment of intercompany dividend | — | — | (70,000 | ) | 70,000 | — | ||||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | 6,434 | — | — | — | 6,434 | |||||||||||||||
Tax savings on share-based compensation | 571 | — | — | — | 571 | |||||||||||||||
Net change in intercompany balances | 121,630 | (259,797 | ) | 138,167 | — | — | ||||||||||||||
Net cash used in financing activities — continuing operations | (1,056,328 | ) | (259,809 | ) | (1,309,328 | ) | 1,225,000 | (1,400,465 | ) | |||||||||||
Net cash provided by financing activities — discontinued operations | — | — | 1,098,002 | — | 1,098,002 | |||||||||||||||
Net cash used in financing activities | (1,056,328 | ) | (259,809 | ) | (211,326 | ) | 1,225,000 | (302,463 | ) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 733 | — | 733 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | 12,181 | (6,708 | ) | 1,037 | — | 6,510 | ||||||||||||||
Cash and cash equivalents, beginning of period | 3,061 | 6,708 | 8,378 | — | 18,147 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 15,242 | $ | — | $ | 9,415 | $ | — | $ | 24,657 | ||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments and Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||
Derivative Financial Instruments and Fair Value Measurements | DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |||||||||||||||
Derivative Financial Instruments | ||||||||||||||||
Commodities — We are exposed to commodity price fluctuations, including milk, butterfat, sweeteners and other commodity costs used in the manufacturing, packaging and distribution of our products, such as natural gas, resin and diesel fuel. To secure adequate supplies of materials and bring greater stability to the cost of ingredients and their related manufacturing, packaging and distribution, we routinely enter into forward purchase contracts and other purchase arrangements with suppliers. Under the forward purchase contracts, we commit to purchasing agreed-upon quantities of ingredients and commodities at agreed-upon prices at specified future dates. The outstanding purchase commitment for these commodities at any point in time typically ranges from one month’s to one year’s anticipated requirements, depending on the ingredient or commodity. These contracts are considered normal purchases. | ||||||||||||||||
In addition to entering into forward purchase contracts, from time to time we may purchase over-the-counter contracts from our qualified banking partners or enter into exchange-traded commodity futures contracts for raw materials that are ingredients of our products or components of such ingredients. Effective January 1, 2014, we have de-designated all open commodity derivative positions that were previously designated as cash flow hedges. During the first quarter of 2014, we reclassified $0.2 million, net of tax, of hedging activity related to these commodities contracts from accumulated other comprehensive income into operating income. All commodities contracts are now marked to market in our income statement at each reporting period and a derivative asset or liability is recorded on our balance sheet. | ||||||||||||||||
Although we may utilize forward purchase contracts and other instruments to mitigate the risks related to commodity price fluctuation, such strategies do not fully mitigate commodity price risk. Adverse movements in commodity prices over the terms of the contracts or instruments could decrease the economic benefits we derive from these strategies. | ||||||||||||||||
Interest Rates — We have historically entered into interest rate swap agreements that were designated as cash flow hedges against variable interest rate exposure on a portion of our debt, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. These swap agreements provided hedges for interest on our prior senior secured credit facility by fixing the LIBOR component of interest rates specified in our prior credit facility at the interest rates specified in the interest rate swap agreements until the indicated expiration dates of these interest rate swap agreements. For the reasons described below, as of December 31, 2014, we no longer had any interest rate swaps outstanding. | ||||||||||||||||
As disclosed in Note 3, in January 2013, we completed the sale of Morningstar and used a portion of the proceeds to repay debt. As a result of these repayments, we determined that we no longer had sufficient levels of variable rate debt to support the $1 billion aggregate notional amount of interest rate hedges. Accordingly, in the first quarter of 2013, we terminated these interest rate swaps, and upon termination, we paid the counterparties $28.0 million based on the fair value of the swaps on that date. As we determined that the forecasted transactions hedged by these swaps were no longer probable, we reclassified total losses of $28.1 million ($17.3 million net of tax) previously recorded in accumulated other comprehensive income to the interest expense line item in our Consolidated Statements of Operations during the first quarter of 2013. | ||||||||||||||||
In connection with the WhiteWave IPO discussed in Note 2, in the fourth quarter of 2012, we novated certain of our then-outstanding interest rate swaps with a notional value of $650 million and a maturity date of March 31, 2017 (the “2017 swaps”) to WhiteWave. WhiteWave became the sole counterparty to the financial institutions under these swap agreements, and is directly responsible for any required future settlements, and the sole beneficiary of any future receipts of funds, pursuant to the terms of the 2017 swaps. | ||||||||||||||||
As of the novation date, these swaps were de-designated and subsequent changes in fair value were reflected in our unaudited Condensed Consolidated Statements of Operations, with a non-controlling interest adjustment for the 13.3% economic interest in WhiteWave that we did not own. Upon completion of the WhiteWave spin-off on May 23, 2013, we determined that the underlying hedged forecasted transactions related to the 2017 novated swaps were no longer probable; therefore, during the second quarter of 2013, we reclassified total losses of $63.4 million ($38.9 million, net of tax) recorded in accumulated other comprehensive income associated with the 2017 swaps to earnings, as a component of interest expense. See Note 14. | ||||||||||||||||
As of December 31, 2014 and 2013, our derivatives recorded at fair value in our Consolidated Balance Sheets were: | ||||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Derivatives designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | — | 714 | — | 204 | ||||||||||||
Derivatives not designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | 2 | 255 | 4,392 | 114 | ||||||||||||
Total derivatives | $ | 2 | $ | 969 | $ | 4,392 | $ | 318 | ||||||||
-1 | Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date were included in other current assets and accounts payable and accrued expenses, respectively, in our Consolidated Balance Sheets. | |||||||||||||||
Gains and losses on derivatives designated as cash flow hedges reclassified from accumulated other comprehensive income into income were as follows (in thousands): | ||||||||||||||||
Year Ended December 31 | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Losses on interest rate swap contracts(1) | $ | 94,832 | $ | 38,607 | ||||||||||||
(Gains)/losses on commodities contracts(2) | 1,046 | 2,916 | ||||||||||||||
(Gains)/losses on foreign currency contracts(3) | (78 | ) | (320 | ) | ||||||||||||
-1 | Recorded in interest expense in our Consolidated Statements of Operations. | |||||||||||||||
-2 | Recorded in selling and distribution or cost of sales, depending on commodity type, in our Consolidated Statements of Operations. | |||||||||||||||
-3 | Recorded in cost of sales in our Consolidated Statements of Operations. | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, we follow a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||||
• | Level 1 — Quoted prices for identical instruments in active markets. | |||||||||||||||
• | Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. | |||||||||||||||
• | Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||||
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 is as follows (in thousands): | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of | ||||||||||||||||
December 31, 2014 | ||||||||||||||||
Asset — Commodities contracts | $ | 2 | $ | — | $ | 2 | $ | — | ||||||||
Liability — Commodities contracts | 4,392 | — | 4,392 | — | ||||||||||||
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 is as follows (in thousands): | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Asset — Commodities contracts | 969 | — | 969 | — | ||||||||||||
Liability — Commodities contracts | 318 | — | 318 | — | ||||||||||||
Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. In addition, because the interest rates on our senior secured credit facility, our prior credit facility, receivables-backed facility, and certain other debt are variable, their fair values approximate their carrying values. | ||||||||||||||||
The fair values of our Dean Foods Company senior notes and subsidiary senior notes were determined based on quoted market prices obtained through an external pricing source which derives its price valuations from daily marketplace transactions, with adjustments to reflect the spreads of benchmark bonds, credit risk and certain other variables. We have determined these fair values to be Level 2 measurements as all significant inputs into the quotes provided by our pricing source are observable in active markets. The following table presents the carrying values and fair values of our senior and subsidiary senior notes at December 31: | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Subsidiary senior notes due 2017 | $ | 134,913 | $ | 151,230 | $ | 132,808 | $ | 153,005 | ||||||||
Dean Foods Company senior notes due 2016 | 475,819 | 507,140 | 475,579 | 527,378 | ||||||||||||
Dean Foods Company senior notes due 2018 | — | — | 23,812 | 26,908 | ||||||||||||
Additionally, we maintain a Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified deferred compensation arrangement for our executive officers and other employees earning compensation in excess of the maximum compensation that can be taken into account with respect to our 401(k) plan. The SERP is designed to provide these employees with retirement benefits from us that are equivalent, as a percentage of total compensation, to the benefits provided to other employees. The assets related to this plan are primarily invested in money market and mutual funds and are held at fair value. We classify these assets as Level 2 as fair value can be corroborated based on quoted market prices for identical or similar instruments in markets that are not active. The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2014 (in thousands): | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 12 | $ | — | $ | 12 | $ | — | ||||||||
Mutual funds | 1,929 | — | 1,929 | — | ||||||||||||
The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 5 | $ | — | $ | 5 | $ | — | ||||||||
Mutual funds | 2,103 | — | 2,103 | — | ||||||||||||
Common_Stock_and_ShareBased_Co
Common Stock and Share-Based Compensation | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||
Common Stock and Share-Based Compensation | COMMON STOCK AND SHARE-BASED COMPENSATION | |||||||||||||||
Cash Dividends — In November 2013, we announced that our Board of Directors had adopted a cash dividend policy. Under the policy, holders of our common stock will receive dividends when and as declared by our Board of Directors. Pursuant to the policy, we paid quarterly dividends of $0.07 per share ($0.28 per share annually). Dividend payments of approximately $6.5 million each, were paid in March, June, September and December of 2014. Our cash dividend policy is subject to modification, suspension or cancellation at any time. | ||||||||||||||||
Our authorized shares of capital stock include one million shares of preferred stock and 500 million shares of common stock with a par value of $0.01 per share. | ||||||||||||||||
1-for-2 Reverse Stock Split — On August 26, 2013, we effected a 1-for-2 reverse stock split of our issued common stock. The reverse stock split ratio and the implementation and timing of the reverse stock split were determined by our Board of Directors. The reverse stock split did not change the authorized number of shares or par value of our common stock or preferred stock, but did effect a proportionate adjustment to the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock awards, and the number of shares of common stock eligible for issuance under our 2007 Stock Incentive Plan (the “2007 Plan”). No fractional shares were issued in connection with the reverse stock split. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. | ||||||||||||||||
All applicable outstanding equity awards discussed below have been adjusted retroactively for the 1-for-2 reverse stock split. | ||||||||||||||||
Conversion of Equity Awards Outstanding at Spin-Off Date — At the date of the WhiteWave spin-off, certain of our outstanding Dean Foods stock options and unvested restricted stock units (“RSUs”) held by WhiteWave employees were converted to equivalent options or restricted stock units, as applicable, with respect to WhiteWave’s common stock. These modified awards otherwise retained substantially the same terms and conditions, including term and vesting provisions, as the existing Dean Foods equity awards had at the time of conversion. We will not incur any future compensation cost related to conversion of our outstanding Dean Foods stock options and restricted stock units held by WhiteWave employees and directors in connection with the WhiteWave spin-off. | ||||||||||||||||
Additionally, in connection with the WhiteWave spin-off, we proportionately adjusted the number and exercise prices of certain options, RSUs and phantom shares granted to Dean Foods employees and directors that were outstanding at the time of the WhiteWave spin-off to maintain the aggregate intrinsic value of such awards at the date of the WhiteWave spin-off, pursuant to the terms of these awards. The conversion ratio was determined based on the 5-day volume weighted-average trading prices for Dean Foods common stock and WhiteWave common stock for the period ended on the second trading day preceding the WhiteWave spin-off and, therefore, the ratio used to adjust these awards differs from the conversion ratio that would have resulted had the ratio been calculated based on the Dean Foods stock price immediately following the WhiteWave spin-off. As a result of this modification, we recorded additional stock compensation expense of $6.7 million during the year ended December 31, 2013. | ||||||||||||||||
The impact of the conversion on our outstanding equity awards, and the related share-based compensation expense, is summarized in the tables below. | ||||||||||||||||
Stock Repurchases — Since 1998, our Board of Directors has from time to time authorized the repurchase of our common stock up to an aggregate of $2.3 billion, excluding fees and expenses. In November 2013, our Board of Directors approved an increase in our total share repurchase authorization to approximately $2.38 billion, resulting in remaining availability for repurchases of approximately $300 million (excluding fees and commissions). Our management is authorized to purchase shares from time to time through open market transactions at prevailing prices or in privately negotiated transactions, subject to market conditions and other factors. Shares, when repurchased, are retired. We will continue to evaluate opportunities for share repurchases in a strategic manner as a mechanism for generating additional shareholder value. | ||||||||||||||||
We made no share repurchases during the year ended December 31, 2013. The following table summarizes the share repurchase activity for 2014 (in thousands, except per share data): | ||||||||||||||||
2014 | ||||||||||||||||
Number of shares repurchased | 1,727 | |||||||||||||||
Weighted average purchase price per share | $14.45 | |||||||||||||||
Amount of share repurchases | $ | 25,000 | ||||||||||||||
Stock Award Plans — As of December 31, 2014, we had three award plans with remaining shares available for issuance. These plans, which are our 1997 Stock Option and Restricted Stock Plan, the 1989 Dean Foods Company Stock Awards Plan (which we adopted upon completion of our acquisition of Legacy Dean) and the Dean Foods Company 2007 Stock Incentive Plan (the “2007 Plan”) provide for grants of stock options, stock units, restricted stock and other stock-based awards to employees, officers, directors and, in some cases, consultants, up to a maximum of 37.5 million, 5.7 million and 12.3 million shares, subject to adjustments as provided in these respective plans. Options and other stock-based awards vest in accordance with provisions set forth in the applicable award agreements. The remaining shares available for grant under the historical plans are granted pursuant to the terms and conditions of the 2007 Plan. On May 15, 2013, the 2007 Plan was amended and changed from one under which limits were placed on the number of shares that could be granted with respect to awards other than stock options and stock appreciation rights (“Full Value Awards”) to one under which all authorized shares may be granted from a “fungible” share pool. Pursuant to the 2007 Plan, as amended, each share subject to any Full Value Award that is granted from the pool of available shares will count against the amended 2007 Plan’s share authorization as though 1.67 shares of the Company’s stock had been awarded. As of December 31, 2014, we had approximately 10.24 million shares, in aggregate, available in the fungible share pool for issuance. | ||||||||||||||||
Under our stock award plans, we grant stock options and restricted stock units to certain employees and directors. Non-employee directors also can elect to receive their director’s fees in the form of restricted stock in lieu of cash. | ||||||||||||||||
Stock Options — Under the terms of our stock option plans, employees and non-employee directors may be granted options to purchase our stock at a price equal to the market price on the date the option is granted. In general, employee options vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date. All unvested options vest immediately upon a change of control or in certain cases upon death or qualified disability. Options granted to non-employee directors generally vest immediately. | ||||||||||||||||
We recognize share-based compensation expense for stock options ratably over the vesting period. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model, using the following assumptions: | ||||||||||||||||
Year Ended December 31 | ||||||||||||||||
2012 | ||||||||||||||||
Expected volatility | 44 | % | ||||||||||||||
Expected dividend yield | — | % | ||||||||||||||
Expected option term | 5 years | |||||||||||||||
Risk-free rate of return | 0.62 to 0.89 | |||||||||||||||
The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to contractual terms (generally 10 years), vesting schedules and expectations of future employee and director behavior. Expected stock price volatility is based on a combination of historical volatility of our stock and expectations with regard to future volatility. The risk-free rates are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. We have not historically declared or paid a regular cash dividend on our common stock. Prior stock option awards are not impacted by our decision in 2013 to begin paying dividends in 2014. | ||||||||||||||||
We did not grant any stock options during 2013 or 2014, nor do we plan to in 2015. | ||||||||||||||||
The following table summarizes stock option activity during the year ended December 31, 2014: | ||||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Contractual Life | Value | ||||||||||||||
Options outstanding at January 1, 2014 | 5,055,035 | $ | 19.35 | |||||||||||||
Forfeited and canceled | (625,789 | ) | 20.84 | |||||||||||||
Exercised | (737,679 | ) | 14.16 | |||||||||||||
Options outstanding at December 31, 2014 | 3,691,567 | 20.13 | 2.85 | $ | 3,662,586 | |||||||||||
Options vested and expected to vest at December 31, 2014 | 3,691,323 | 20.13 | 2.85 | $ | 3,661,193 | |||||||||||
Options exercisable at December 31, 2013 | 4,721,948 | 19.98 | ||||||||||||||
Options exercisable at December 31, 2014 | 3,605,028 | 20.35 | 2.75 | $ | 3,127,851 | |||||||||||
-1 | Pursuant to the terms or our stock option plans, options that are forfeited or canceled may be available for future grants. Effective May 15, 2013, any stock options surrendered or canceled in satisfaction of participants' exercise proceeds or tax withholding obligation will no longer become available for future grants under the plans. | |||||||||||||||
The following table summarizes information about options outstanding and exercisable at December 31, 2014: | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Range of | Number | Weighted- | Weighted- | Number | Weighted- | |||||||||||
Exercise Prices | Outstanding | Average | Average | Exercisable | Average | |||||||||||
Remaining | Exercise Price | Exercise Price | ||||||||||||||
Contractual Life | ||||||||||||||||
$8.96 to $10.44 | 391,189 | 6.75 | $ | 9.86 | 316,998 | $ | 9.86 | |||||||||
12.60 to 16.98 | 336,156 | 3.6 | 14.37 | 323,808 | 14.41 | |||||||||||
17.36 | 570,655 | 3.88 | 17.36 | 570,655 | 17.36 | |||||||||||
17.48 to 21.90 | 207,373 | 1.28 | 21.04 | 207,373 | 21.04 | |||||||||||
21.96 | 436,780 | 2.89 | 21.96 | 436,780 | 21.96 | |||||||||||
22.22 | 825,497 | 1.01 | 22.22 | 825,497 | 22.22 | |||||||||||
23.08 to 25.18 | 265,438 | 2.82 | 23.19 | 265,438 | 23.19 | |||||||||||
26.06 | 574,343 | 2.01 | 26.06 | 574,343 | 26.06 | |||||||||||
26.52 to 27.58 | 74,800 | 2.4 | 27.26 | 74,800 | 27.26 | |||||||||||
27.6 | 9,336 | 2.38 | 27.6 | 9,336 | 27.6 | |||||||||||
The following table summarizes additional information regarding our stock option activity (in thousands, except per share amounts): | ||||||||||||||||
Year Ended December 31 | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Weighted-average per share grant date fair value of options granted | $ | — | $ | — | $ | 5.44 | ||||||||||
Intrinsic value of options exercised | 2,078 | 9,540 | 6,084 | |||||||||||||
Fair value of shares vested | 4,717 | 4,084 | 12,580 | |||||||||||||
Tax benefit related to stock option expense | 169 | 2,534 | 2,661 | |||||||||||||
During the year ended December 31, 2014, net cash received from stock option exercises was $9.5 million and the total cash benefit for tax deductions to be realized for these option exercises was $0.8 million. | ||||||||||||||||
At December 31, 2014, there was $0.1 million of total unrecognized stock option expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 0.19 years. | ||||||||||||||||
Restricted Stock Units — We issue restricted stock units (“RSUs”) to certain senior employees and non-employee directors as part of our long-term incentive program. An RSU represents the right to receive one share of common stock in the future. RSUs have no exercise price. RSUs granted to employees generally vest ratably over three years, subject to certain accelerated vesting provisions based primarily on a change of control, or in certain cases upon death or qualified disability. RSUs granted to non-employee directors vest ratably over three years. | ||||||||||||||||
The following table summarizes RSU activity during the year ended December 31, 2014: | ||||||||||||||||
Employees | Directors (1) | Total | ||||||||||||||
RSUs outstanding January 1, 2014 | 680,017 | 96,273 | 776,290 | |||||||||||||
RSUs issued | 690,239 | 59,367 | 749,606 | |||||||||||||
Shares issued upon vesting | (219,278 | ) | (42,281 | ) | (261,559 | ) | ||||||||||
RSUs canceled or forfeited(2) | (252,428 | ) | (780 | ) | (253,208 | ) | ||||||||||
RSUs outstanding at December 31, 2014 | 898,550 | 112,579 | 1,011,129 | |||||||||||||
Weighted-average per share grant date fair value | $ | 14.67 | $ | 13.75 | $ | 14.57 | ||||||||||
-1 | Directors' stock units include Restricted Stock Awards ("RSAs"), which participate in declared dividends. | |||||||||||||||
-2 | Pursuant to the terms of our stock unit plans, employees have the option of forfeiting stock units to cover their minimum statutory tax withholding when shares are issued. Any stock units surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans. | |||||||||||||||
The following table summarizes information about our RSU grants and RSU expense during the years ended December 31, 2014, 2013 and 2012 (in thousands, except per share amounts): | ||||||||||||||||
Year Ended December 31 | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Weighted-average grant date fair value of RSUs granted | $ | 14.62 | $ | 15.45 | $ | 12.01 | ||||||||||
Tax benefit related to RSU expense | 990 | 1,493 | 3,904 | |||||||||||||
At December 31, 2014, there was $10.2 million of total unrecognized RSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.63 years. | ||||||||||||||||
Restricted Stock — We offer our non-employee directors the option to receive their compensation for services rendered in either cash or shares of restricted stock equal to 150% of the fee amount. Shares of restricted stock vest one-third on grant, one-third on the first anniversary of grant and one-third on the second anniversary of grant. The following table summarizes restricted stock activity during the year ended December 31, 2014: | ||||||||||||||||
Shares | Weighted- | |||||||||||||||
Average Grant | ||||||||||||||||
Date Fair Value | ||||||||||||||||
Unvested at January 1, 2014 | 24,199 | $ | 22.76 | |||||||||||||
Restricted shares granted | 40,036 | 16.27 | ||||||||||||||
Restricted shares vested | (25,001 | ) | 20.26 | |||||||||||||
Restricted shares forfeited | — | — | ||||||||||||||
Unvested at December 31, 2014 | 39,234 | 17.82 | ||||||||||||||
Cash Performance Units — We grant awards of cash performance units (“CPUs”) as part of our long-term incentive compensation program under the terms of our 2007 Plan. The CPU awards are cash-settled awards and are designed to link compensation of certain executive officers and other key employees to our performance over a three-year period. The performance metric for the 2011 and 2012 CPUs, as defined in the award agreements, is the performance of our stock price relative to that of a peer group of companies. | ||||||||||||||||
The range of payout under the CPU awards is between 0% and 200% and is payable in cash at the end of each respective performance period. The fair value of the awards is remeasured at each reporting period. Compensation expense is recognized over the vesting period with a corresponding liability, which is recorded in other long-term liabilities in our Consolidated Balance Sheets. All of the 1,526,250 CPU awards outstanding as of December 31, 2012, which were granted in 2011 and 2012, were converted and paid out during the year ended December 31, 2013. No awards with respect to those years remained outstanding at December 31, 2014. | ||||||||||||||||
For CPU awards granted in 2013 and 2014, the Compensation Committee changed the performance metric to bank earnings before interest, taxes, depreciation, and amortization (“Bank EBITDA”). Bank EBITDA is defined as adjusted operating income plus depreciation and amortization plus all non-cash expenses. As the underlying value of these awards is not derived from or linked to our stock price, these awards are not share-based in nature and accordingly they have been excluded from the table above. | ||||||||||||||||
Phantom Shares — We grant phantom shares as part of our long-term incentive compensation program, which are similar to RSUs in that they are based on the price of our stock and vest ratably over a three-year period, but are cash-settled based upon the value of our stock at each vesting period. The fair value of the awards is remeasured at each reporting period. Compensation expense, which is variable, is recognized over the vesting period with a corresponding liability, which is recorded in accounts payable and accrued expenses in our Consolidated Balance Sheets. The following table summarizes the phantom share activity during the year ended December 31, 2014: | ||||||||||||||||
Shares | Weighted- | |||||||||||||||
Average Grant | ||||||||||||||||
Date Fair Value | ||||||||||||||||
Outstanding at January 1, 2014 | 1,111,059 | $ | 17.72 | |||||||||||||
Granted | 587,092 | 14.25 | ||||||||||||||
Converted/paid | (548,088 | ) | 17.71 | |||||||||||||
Forfeited | (113,732 | ) | 16.4 | |||||||||||||
Outstanding at December 31, 2014 | 1,036,331 | 15.91 | ||||||||||||||
Share-Based Compensation Expense — The following table summarizes the share-based compensation expense related to Dean Foods equity-based awards recognized during the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||||||
Year Ended December 31 | ||||||||||||||||
2014 | 2013 | 2012(1) | ||||||||||||||
Stock Options | $ | 438 | $ | 6,520 | -2 | $ | 7,061 | |||||||||
Stock Units | 4,521 | 5,114 | -2 | 11,688 | ||||||||||||
Cash Performance Units | — | -3 | — | -3 | 331 | |||||||||||
Phantom Shares | 7,317 | 7,654 | 8,383 | |||||||||||||
Total | 12,276 | 19,288 | 27,463 | |||||||||||||
-1 | During the second quarter of 2012, we recorded additional compensation expense of $12.1 million related to employees whose equity-based long-term incentive awards are subject to certain accelerated vesting provisions, based on age and years of service, as a result of amendments to our incentive award agreements that were approved during 2010. The portion of the additional expense pertaining to prior periods was immaterial. | |||||||||||||||
-2 | The share-based compensation expense recorded during the year ended December 31, 2013 includes additional compensation expense of $5.7 million for stock options and $1.0 million for stock units related to the equity conversion described more fully above. | |||||||||||||||
-3 | As described above, the performance metric for the CPU awards granted in 2013 and 2014 is Bank EBITDA and accordingly the expense related to such awards during the year ended December 31, 2013 and 2014, which was not material, has been excluded from the table above. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings (Loss) Per Share | EARNINGS (LOSS) PER SHARE | |||||||||||
Basic earnings (loss) per share is based on the weighted average number of common shares issued and outstanding during each period. Diluted earnings (loss) per share is based on the weighted average number of common shares issued and outstanding and the effect of all dilutive common stock equivalents outstanding during each period. Stock option conversions and stock units were not included in the computation of diluted loss per share for the year ended December 31, 2014 as we incurred a loss for this period and any effect on loss per share would have been anti-dilutive. All applicable share data and per share amounts for the year ended December 31, 2012 has been adjusted retroactively for the 1-for-2 reverse stock split effected on August 26, 2013. The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings (loss) per share: | ||||||||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands, except share data) | ||||||||||||
Basic earnings (loss) per share computation: | ||||||||||||
Numerator: | ||||||||||||
Income (loss) from continuing operations | $ | (20,187 | ) | $ | 325,359 | $ | 23,815 | |||||
Denominator: | ||||||||||||
Average common shares | 93,916,656 | 93,785,611 | 92,375,378 | |||||||||
Basic earnings (loss) per share from continuing operations | $ | (0.22 | ) | $ | 3.47 | $ | 0.26 | |||||
Diluted earnings (loss) per share computation: | ||||||||||||
Numerator: | ||||||||||||
Income (loss) from continuing operations | $ | (20,187 | ) | $ | 325,359 | $ | 23,815 | |||||
Denominator: | ||||||||||||
Average common shares — basic | 93,916,656 | 93,785,611 | 92,375,378 | |||||||||
Stock option conversion(1) | — | 670,485 | 245,911 | |||||||||
Stock units(2) | — | 340,140 | 444,623 | |||||||||
Average common shares — diluted | 93,916,656 | 94,796,236 | 93,065,912 | |||||||||
Diluted earnings (loss) per share from continuing operations | $ | (0.22 | ) | $ | 3.43 | $ | 0.26 | |||||
(1) Anti-dilutive options excluded | 3,840,637 | 3,554,064 | 7,099,437 | |||||||||
(2) Anti-dilutive stock units excluded | 312,971 | 7,071 | 8,192 | |||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year ended December 31, 2014 were as follows (in thousands): | ||||||||||||||||||||
Gains/Losses on | Pension and Other Postretirement Benefits Items | Foreign Currency | Total | |||||||||||||||||
Cash Flow Hedges | Items | |||||||||||||||||||
Balance, December 31, 2013 | $ | 423 | $ | (57,224 | ) | $ | (389 | ) | $ | (57,190 | ) | |||||||||
Other comprehensive loss before reclassifications | (116 | ) | (22,946 | ) | (802 | ) | (23,864 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income | (220 | ) | (1) | (3,709 | ) | (2) | — | (3,929 | ) | |||||||||||
Net current-period other comprehensive loss | (336 | ) | (26,655 | ) | (802 | ) | (27,793 | ) | ||||||||||||
Balance, December 31, 2014 | $ | 87 | $ | (83,879 | ) | $ | (1,191 | ) | $ | (84,983 | ) | |||||||||
-1 | The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See Note 11. | |||||||||||||||||||
-2 | The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Notes 15 and 16. | |||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year ended December 31, 2013 were as follows (in thousands): | ||||||||||||||||||||
Gains/Losses on | Pension and Other Postretirement Benefits Items | Foreign Currency | Total | Non-Controlling | ||||||||||||||||
Cash Flow Hedges | Items | Interest | ||||||||||||||||||
Balance, December 31, 2012 | $ | (58,452 | ) | $ | (105,845 | ) | $ | (22,287 | ) | $ | (186,584 | ) | $ | (3,683 | ) | |||||
Other comprehensive loss before reclassifications | (91 | ) | 56,541 | (9,393 | ) | 47,057 | (1,378 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income | 58,784 | (1) | (9,472 | ) | (2) | — | 49,312 | (6 | ) | |||||||||||
Net current-period other comprehensive loss | 58,693 | 47,069 | (9,393 | ) | 96,369 | (1,384 | ) | |||||||||||||
Spin-Off of WhiteWave | 182 | 1,552 | 31,291 | 33,025 | 5,067 | |||||||||||||||
Balance, December 31, 2013 | $ | 423 | $ | (57,224 | ) | $ | (389 | ) | $ | (57,190 | ) | $ | — | |||||||
-1 | The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See Note 11. | |||||||||||||||||||
-2 | The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Notes 15 and 16. | |||||||||||||||||||
On January 4, 2013, we terminated $1 billion aggregate notional amount of interest rate swaps with maturity dates in 2013 and 2016. As a result of these terminations, we reclassified total losses of $28.1 million ($17.3 million net of tax) previously recorded in accumulated other comprehensive income to the interest expense line item in our Consolidated Statements of Operations during the first quarter of 2013. | ||||||||||||||||||||
Additionally, upon completion of the WhiteWave spin-off on May 23, 2013, we determined that the underlying hedged forecasted transactions related to the 2017 novated swaps were no longer probable; therefore, during the second quarter of 2013, we reclassified total losses of $63.4 million ($38.9 million, net of tax) recorded in accumulated other comprehensive income associated with the 2017 swaps to earnings, as a component of interest expense. See Note 11 for further information regarding our interest rate swaps. |
Employee_Retirement_and_Profit
Employee Retirement and Profit Sharing Plans | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||||
Employee Retirement and Profit Sharing Plans | EMPLOYEE RETIREMENT AND PROFIT SHARING PLANS | |||||||||||||||||
We sponsor various defined benefit and defined contribution retirement plans, including various employee savings and profit sharing plans, and contribute to various multiemployer pension plans on behalf of our employees. Substantially all full-time union and non-union employees who have completed one or more years of service and have met other requirements pursuant to the plans are eligible to participate in one or more of these plans. During 2014, 2013 and 2012, our retirement and profit sharing plan expenses were as follows: | ||||||||||||||||||
Year Ended December 31 | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
(In thousands) | ||||||||||||||||||
Defined benefit plans | $ | 4,729 | $ | 10,400 | $ | 12,969 | ||||||||||||
Defined contribution plans | 16,503 | 17,619 | 17,637 | |||||||||||||||
Multiemployer pension and certain union plans | 28,933 | 29,148 | 27,016 | |||||||||||||||
Total | $ | 50,165 | $ | 57,167 | $ | 57,622 | ||||||||||||
Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation. Our funding policy is to contribute annually the minimum amount required under ERISA regulations plus additional amounts as we deem appropriate. | ||||||||||||||||||
Included in accumulated other comprehensive income at December 31, 2014 and 2013 are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service costs of $3.8 million ($2.3 million net of tax) and $3.5 million ($2.1 million net of tax) and unrecognized actuarial losses of $128.7 million ($79.3 million net of tax) and $86.8 million ($53.1 million net of tax), respectively. Prior service costs and actuarial losses included in accumulated other comprehensive income and expected to be recognized in net periodic pension cost during the year ended December 31, 2015 are $0.9 million ($0.6 million net of tax) and $8.5 million ($5.2 million net of tax), respectively. | ||||||||||||||||||
The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2014 and 2013, and the funded status of the plans at December 31, 2014 and 2013 is as follows: | ||||||||||||||||||
December 31 | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Change in benefit obligation: | ||||||||||||||||||
Benefit obligation at beginning of year | $ | 293,850 | $ | 347,798 | ||||||||||||||
Service cost | 3,081 | 3,692 | ||||||||||||||||
Interest cost | 13,979 | 12,496 | ||||||||||||||||
Plan participants’ contributions | 13 | 12 | ||||||||||||||||
Plan amendments | (411 | ) | — | |||||||||||||||
Actuarial (gain) loss | 57,716 | (45,076 | ) | |||||||||||||||
Benefits paid | (22,462 | ) | (25,072 | ) | ||||||||||||||
Benefit obligation at end of year | 345,766 | 293,850 | ||||||||||||||||
Change in plan assets: | ||||||||||||||||||
Fair value of plan assets at beginning of year | 270,123 | 251,094 | ||||||||||||||||
Actual return on plan assets | 28,980 | 32,558 | ||||||||||||||||
Employer contributions | 14,338 | 11,531 | ||||||||||||||||
Plan participants’ contributions | 13 | 12 | ||||||||||||||||
Benefits paid | (22,462 | ) | (25,072 | ) | ||||||||||||||
Plan settlements | (1,466 | ) | — | |||||||||||||||
Fair value of plan assets at end of year | 289,526 | 270,123 | ||||||||||||||||
Funded status at end of year | $ | (56,240 | ) | $ | (23,727 | ) | ||||||||||||
The underfunded status of the plans of $56.2 million at December 31, 2014 is recognized in our Consolidated Balance Sheet and includes $0.8 million classified as a current accrued pension liability. We do not expect any plan assets to be returned to us during the year ended December 31, 2015. We expect to contribute $5.4 million to the pension plans in 2015. | ||||||||||||||||||
A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2014 and 2013 follows: | ||||||||||||||||||
December 31 | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Weighted average discount rate | 4.08 | % | 4.9 | % | ||||||||||||||
Rate of compensation increase | 4 | % | 4 | % | ||||||||||||||
A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2014, 2013 and 2012 follows: | ||||||||||||||||||
Year Ended December 31 | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Weighted average discount rate | 4.9 | % | 3.7 | % | 4.5 | % | ||||||||||||
Expected return on plan assets | 7 | % | 7.5 | % | 7.67 | % | ||||||||||||
Rate of compensation increase | 4 | % | 4 | % | 4 | % | ||||||||||||
Year Ended December 31 | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
(In thousands) | ||||||||||||||||||
Components of net periodic benefit cost: | ||||||||||||||||||
Service cost | $ | 3,081 | $ | 3,692 | $ | 3,068 | ||||||||||||
Interest cost | 13,979 | 12,496 | 14,001 | |||||||||||||||
Expected return on plan assets | (18,761 | ) | (18,531 | ) | (17,413 | ) | ||||||||||||
Amortizations: | ||||||||||||||||||
Unrecognized transition obligation | — | — | 112 | |||||||||||||||
Prior service cost | 787 | 791 | 759 | |||||||||||||||
Unrecognized net loss | 5,105 | 11,759 | 11,667 | |||||||||||||||
Effect of settlement | 538 | (136 | ) | — | ||||||||||||||
Other | — | 329 | 774 | |||||||||||||||
Net periodic benefit cost | $ | 4,729 | $ | 10,400 | $ | 12,968 | ||||||||||||
The overall expected long-term rate of return on plan assets is a weighted-average expectation based on the targeted and expected portfolio composition. We consider historical performance and current benchmarks to arrive at expected long-term rates of return in each asset category. | ||||||||||||||||||
The amortization of unrecognized net loss represents the amortization of investment losses incurred. The effect of settlement costs in 2014, 2013 and 2012 represents the recognition of net periodic benefit cost related to pension settlements reached as a result of plant closures. | ||||||||||||||||||
Pension plans with an accumulated benefit obligation in excess of plan assets follows: | ||||||||||||||||||
December 31 | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
(In millions) | ||||||||||||||||||
Projected benefit obligation | $ | 345.8 | $ | 282.6 | ||||||||||||||
Accumulated benefit obligation | 341.3 | 279.4 | ||||||||||||||||
Fair value of plan assets | 289.5 | 258.3 | ||||||||||||||||
The accumulated benefit obligation for all defined benefit plans was $341.3 million and $290.6 million at December 31, 2014 and 2013, respectively. | ||||||||||||||||||
Almost 90% of our defined benefit plan obligations are frozen as to future participation or increases in projected benefit obligation. Many of these obligations were acquired in prior strategic transactions. As an alternative to defined benefit plans, we offer defined contribution plans for eligible employees. | ||||||||||||||||||
The weighted average discount rate reflects the rate at which our defined benefit plan obligations could be effectively settled. The rate, which is updated annually with the assistance of an independent actuary, uses a model that reflects a bond yield curve. | ||||||||||||||||||
Substantially all of our qualified pension plans are consolidated into one master trust. Our investment objectives are to minimize the volatility of the value of our pension assets relative to our pension liabilities and to ensure assets are sufficient to pay plan benefits. In 2014, we adopted a broad pension de-risking strategy intended to align the characteristics of our assets relative to our liabilities. The strategy targets investments depending on the funded status of the obligation. We anticipate this strategy will continue in future years and will be dependent upon market conditions and plan characteristics. | ||||||||||||||||||
At December 31, 2014, our master trust was invested as follows: investments in equity securities were at 50%; investments in fixed income were at 49%; cash equivalents were at 1% and other investments were less than 1%. We believe the allocation of our master trust investments as of December 31, 2014 is generally consistent with the targets set forth by the Investment Committee. | ||||||||||||||||||
Estimated pension plan benefit payments to participants for the next ten years are as follows: | ||||||||||||||||||
2015 | $ | 18.2 | million | |||||||||||||||
2016 | 18.5 | million | ||||||||||||||||
2017 | 19.1 | million | ||||||||||||||||
2018 | 19.6 | million | ||||||||||||||||
2019 | 19.8 | million | ||||||||||||||||
Next five years | 105.7 | million | ||||||||||||||||
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, we follow a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value of our defined benefit plans’ consolidated assets as follows: | ||||||||||||||||||
• | Level 1 — Quoted prices for identical instruments in active markets. | |||||||||||||||||
• | Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. | |||||||||||||||||
• | Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||||||
The fair values by category of inputs as of December 31, 2014 were as follows (in thousands): | ||||||||||||||||||
Fair Value as of | Level 1 | Level 2 | Level 3 | |||||||||||||||
December 31, 2014 | ||||||||||||||||||
Equity Securities: | ||||||||||||||||||
Common Stock | $ | 210 | $ | 210 | $ | — | $ | — | ||||||||||
Index Funds: | ||||||||||||||||||
U.S. Equities(a) | 135,726 | — | 135,726 | — | ||||||||||||||
International Equities | — | — | — | — | ||||||||||||||
Equity Funds(b) | 8,101 | — | 8,101 | — | ||||||||||||||
Total Equity Securities | 144,037 | 210 | 143,827 | — | ||||||||||||||
Fixed Income: | ||||||||||||||||||
Bond Funds(c) | 140,714 | — | 140,714 | — | ||||||||||||||
Diversified Funds(d) | 2,921 | — | — | 2,921 | ||||||||||||||
Total Fixed Income | 143,635 | — | 140,714 | 2,921 | ||||||||||||||
Cash Equivalents: | ||||||||||||||||||
Short-term Investment Funds(e) | 2,507 | — | 2,507 | |||||||||||||||
Total Cash Equivalents | 2,507 | — | 2,507 | |||||||||||||||
Other Investments: | ||||||||||||||||||
Partnerships/Joint Ventures(f) | 567 | — | — | 567 | ||||||||||||||
Total Other Investments | 567 | — | — | 567 | ||||||||||||||
Total | $ | 290,746 | $ | 210 | $ | 287,048 | $ | 3,488 | ||||||||||
(a) | Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. | |||||||||||||||||
(b) | Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% in international stocks. | |||||||||||||||||
(c) | Represents investments primarily in US dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities. | |||||||||||||||||
(d) | Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. | |||||||||||||||||
(e) | Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. | |||||||||||||||||
(f) | The majority of the total partnership balance is a partnership comprised of a portfolio of two limited partnership funds that invest in public and private equity. | |||||||||||||||||
The fair values by category of inputs as of December 31, 2013 were as follows (in thousands): | ||||||||||||||||||
Fair Value as of | Level 1 | Level 2 | Level 3 | |||||||||||||||
December 31, 2013 | ||||||||||||||||||
Equity Securities: | ||||||||||||||||||
Common Stock | $ | 177 | $ | 177 | $ | — | $ | — | ||||||||||
Index Funds: | ||||||||||||||||||
U.S. Equities(a) | 133,763 | — | 133,763 | — | ||||||||||||||
International Equities(b) | 27,571 | — | 27,571 | — | ||||||||||||||
Equity Funds(c) | 8,712 | — | 8,712 | — | ||||||||||||||
Total Equity Securities | 170,223 | 177 | 170,046 | — | ||||||||||||||
Fixed Income: | ||||||||||||||||||
Bond Funds(d) | 92,103 | — | 92,103 | — | ||||||||||||||
Diversified Funds(e) | 3,093 | — | — | 3,093 | ||||||||||||||
Total Fixed Income | 95,196 | — | 92,103 | 3,093 | ||||||||||||||
Cash Equivalents: | ||||||||||||||||||
Short-term Investment Funds(f) | 3,840 | — | 3,840 | — | ||||||||||||||
Total Cash Equivalents | 3,840 | — | 3,840 | — | ||||||||||||||
Other Investments: | ||||||||||||||||||
Partnerships/Joint Ventures(g) | 864 | — | — | 864 | ||||||||||||||
Total Other Investments | 864 | — | — | 864 | ||||||||||||||
Total | $ | 270,123 | $ | 177 | $ | 265,989 | $ | 3,957 | ||||||||||
(a) | Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. | |||||||||||||||||
(b) | Represents a pooled/separate account that tracks the MSCI EAFE Index. | |||||||||||||||||
(c) | Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% in international stocks. | |||||||||||||||||
(d) | Represents a pooled/separate account which tracks the overall performance of the Barclays Capital Long Term Government/Credit Index. | |||||||||||||||||
(e) | Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. | |||||||||||||||||
(f) | Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. | |||||||||||||||||
(g) | The majority of the total partnership balance is a partnership comprised of a portfolio of two limited partnership funds that invest in public and private equity. | |||||||||||||||||
Inputs and valuation techniques used to measure the fair value of plan assets vary according to the type of security being valued. The common stock investments held directly by the plans are actively traded and fair values are determined based on quoted prices in active markets and are therefore classified as Level 1 inputs in the fair value hierarchy. | ||||||||||||||||||
Fair values of equity securities held through units of pooled or index funds are based on net asset value (NAV) of the units of the funds as determined by the fund manager. These funds are similar in nature to retail mutual funds, but are typically more efficient for institutional investors than retail mutual funds. The fair value of pooled funds is determined by the value of the underlying assets held by the fund and the units outstanding. The values of the pooled funds are not directly observable, but are based on observable inputs and, accordingly, have been classified as Level 2 in the fair value hierarchy. | ||||||||||||||||||
Fair values of fixed income bond funds are typically determined by reference to the values of similar securities traded in the marketplace and current interest rate levels. Multiple pricing services are typically employed to assist in determining these valuations. These investments are classified as Level 2 in the fair value hierarchy as all significant inputs into the valuation are readily observable in the marketplace. Investments in diversified funds and investments in partnerships/joint ventures are classified as Level 3 in the fair value hierarchy as their fair value is dependent on inputs and assumptions which are not readily observable in the marketplace. | ||||||||||||||||||
A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) during the years ended December 31, 2014 and 2013 is as follows (in thousands): | ||||||||||||||||||
Diversified | Partnerships/ | Total | ||||||||||||||||
Funds | Joint Ventures | |||||||||||||||||
Balance at December 31, 2012 | $ | 2,938 | $ | 1,447 | $ | 4,385 | ||||||||||||
Actual return on plan assets: | ||||||||||||||||||
Relating to instruments still held at reporting date | 119 | (306 | ) | (187 | ) | |||||||||||||
Purchases, sales and settlements (net) | (828 | ) | — | (828 | ) | |||||||||||||
Transfers in and/or out of Level 3 | 864 | (277 | ) | 587 | ||||||||||||||
Balance at December 31, 2013 | $ | 3,093 | $ | 864 | $ | 3,957 | ||||||||||||
Actual return on plan assets: | ||||||||||||||||||
Relating to instruments still held at reporting date | 117 | (158 | ) | (41 | ) | |||||||||||||
Purchases, sales and settlements (net) | (1,836 | ) | — | (1,836 | ) | |||||||||||||
Transfers in and/or out of Level 3 | 1,547 | (139 | ) | 1,408 | ||||||||||||||
Balance at December 31, 2014 | $ | 2,921 | $ | 567 | $ | 3,488 | ||||||||||||
Defined Contribution Plans — Certain of our non-union personnel may elect to participate in savings and profit sharing plans sponsored by us. These plans generally provide for salary reduction contributions to the plans on behalf of the participants of between 1% and 20% of a participant’s annual compensation and provide for employer matching and profit sharing contributions as determined by our Board of Directors. In addition, certain union hourly employees are participants in company-sponsored defined contribution plans, which provide for salary reduction contributions according to several schedules, including as a percentage of salary, various cents per hour and flat dollar amounts. Additionally, employer contributions are sometimes, although not always, provided according to various schedules ranging from flat dollar contributions to matching contributions as a percent of salary based on the employees deferral election. | ||||||||||||||||||
Multiemployer Pension Plans — Certain of our subsidiaries contribute to various multiemployer pension and other postretirement benefit plans which cover a majority of our full-time union employees and certain of our part-time union employees. Such plans are usually administered by a board of trustees composed of labor representatives and the management of the participating companies. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: | ||||||||||||||||||
• | Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; | |||||||||||||||||
• | If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and | |||||||||||||||||
• | If we choose to stop participating in one or more of our multiemployer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. | |||||||||||||||||
At this time, we have not established any significant liabilities because withdrawal from these plans is not probable or reasonably possible. | ||||||||||||||||||
Our participation in these multiemployer plans for the year ended December 31, 2014 is outlined in the table below. Unless otherwise noted, the most recent Pension Protection Act (“PPA”) Zone Status available in 2014 and 2013 is for the plans’ year-end at December 31, 2013 and December 31, 2012, respectively. The zone status is based on information that we obtained from each plan’s Form 5500, which is available in the public domain and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. Federal law requires that plans classified in the yellow zone or red zone adopt a funding improvement plan or rehabilitation plan, respectively, in order to improve the financial health of the plan. The “Extended Amortization Provisions” column indicates plans which have elected to utilize the special 30-year amortization rules provided by the Pension Relief Act of 2010 to amortize its losses from 2008 as a result of turmoil in the financial markets. The last column in the table lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. | ||||||||||||||||||
Pension Fund | Employer | Pension | PPA Zone Status | FIP / | Extended | Expiration | ||||||||||||
Identification | Plan | RP Status | Amortization | Date of | ||||||||||||||
Number | Number | Pending/ | Provisions | Associated | ||||||||||||||
Implemented | Collective- | |||||||||||||||||
Bargaining | ||||||||||||||||||
2014 | 2013 | Agreement(s) | ||||||||||||||||
Western Conference of Teamsters Pension Plan(1) | 91-6145047 | 1 | Green | Green | N/A | No | February 28, 2015 - May 31, 2017 | |||||||||||
Central States, Southeast and Southwest Areas Pension Plan(2) | 36-6044243 | 1 | Red | Red | Implemented | No | February 15, 2015 - April 30, 2017 | |||||||||||
Retail, Wholesale & Department Store International Union and Industry Pension Fund(3) | 63-0708442 | 1 | Green | Green | N/A | Yes | June 7, 2015 - September 30, 2017 | |||||||||||
Dairy Industry – Union Pension Plan for Philadelphia Vicinity(4) | 23-6283288 | 1 | Green | Red | N/A | Yes | June 30, 2017 – | |||||||||||
31-Mar-18 | ||||||||||||||||||
-1 | We are party to approximately 18 collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2015 and 2017. We do not believe that any one agreement is substantially more significant than another as none of these agreements individually represent greater than 25% of the total employee participants covered under this plan. | |||||||||||||||||
-2 | There are approximately 21 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2015 and 2017. Approximately 17%, 69% and 14% of our employee participants in this plan are covered by the agreements expiring in 2015, 2016 and 2017, respectively. | |||||||||||||||||
-3 | We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 50%, 4% and 46% of our employee participants in this plan are covered by the agreements expiring in 2015, 2016 and 2017, respectively. | |||||||||||||||||
-4 | We are party to four collective bargaining agreements with respect to this plan. The agreement expiring in September 2017 is the most significant as 69% of our employee participants in this plan are covered by that agreement. | |||||||||||||||||
Information regarding our contributions to our multiemployer pension plans is shown in the table below. There are no changes which materially affected the comparability of our contributions to each of these plans during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||||||
Pension Fund | Employer | Pension | Dean Foods Company Contributions | |||||||||||||||
Identification | Plan | (in millions) | ||||||||||||||||
Number | Number | 2014 | 2013 | 2012 | Surcharge | |||||||||||||
Imposed(3) | ||||||||||||||||||
Western Conference of Teamsters Pension Plan | 91-6145047 | 1 | $ | 12.9 | $ | 13.5 | $ | 12.7 | No | |||||||||
Central States, Southeast and Southwest Areas Pension Plan | 36-6044243 | 1 | 11.9 | 11.1 | 9.5 | No | ||||||||||||
Retail, Wholesale & Department Store International Union and Industry Pension Fund(1) | 63-0708442 | 1 | 1.3 | 1.3 | 1.3 | No | ||||||||||||
Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1) | 23-6283288 | 1 | 2 | 1.8 | 1.8 | No | ||||||||||||
Other Funds(2) | 0.8 | 1.4 | 1.7 | |||||||||||||||
Total Contributions | $ | 28.9 | $ | 29.1 | $ | 27 | ||||||||||||
-1 | During the 2013 and 2012 plan years, our contributions to these plans exceeded 5% of total plan contributions. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for the plan years ending in 2014. | |||||||||||||||||
-2 | Amounts shown represent our contributions to all other multiemployer pension and other postretirement benefit plans, which are immaterial both individually and in the aggregate to our Consolidated Financial Statements. | |||||||||||||||||
-3 | Federal law requires that contributing employers to a plan in Critical status pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount we would otherwise be required to contribute to the plan and ceases once our related collective bargaining agreements are amended to comply with the provisions of the rehabilitation plan. |
Postretirement_Benefits_Other_
Postretirement Benefits Other Than Pensions | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Postemployment Benefits [Abstract] | ||||||||||||
Postretirement Benefits Other Than Pensions | POSTRETIREMENT BENEFITS OTHER THAN PENSIONS | |||||||||||
Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific group contracts. As defined by the specific group contract, qualified covered associates may be eligible to receive major medical insurance with deductible and co-insurance provisions subject to certain lifetime maximums. | ||||||||||||
Included in accumulated other comprehensive income at December 31, 2014 and 2013 are the following amounts that have not yet been recognized in net periodic benefit cost: unrecognized prior service costs of $677.5 thousand ($415.3 thousand net of tax) and $742.0 thousand ($453.0 thousand net of tax) and unrecognized actuarial losses of $3.1 million ($1.9 million net of tax) and $2.3 million ($1.4 million net of tax), respectively. The prior service cost and actuarial loss included in accumulated other comprehensive income and expected to be recognized in net periodic benefit cost during the year ended December 31, 2015 is $91.8 thousand ($56.3 thousand net of tax) and $62.6 thousand ($38.4 thousand net of tax), respectively. | ||||||||||||
The following table sets forth the funded status of these plans: | ||||||||||||
December 31 | ||||||||||||
2014 | 2013 | |||||||||||
(In thousands) | ||||||||||||
Change in benefit obligation: | ||||||||||||
Benefit obligation at beginning of year | $ | 37,230 | $ | 37,428 | ||||||||
Service cost | 824 | 816 | ||||||||||
Interest cost | 1,663 | 1,223 | ||||||||||
Employee contributions | 380 | 415 | ||||||||||
Actuarial (gain) loss | 895 | (1,102 | ) | |||||||||
Benefits paid | (1,866 | ) | (1,550 | ) | ||||||||
Benefit obligation at end of year | 39,126 | 37,230 | ||||||||||
Fair value of plan assets at end of year | — | — | ||||||||||
Funded status | $ | (39,126 | ) | $ | (37,230 | ) | ||||||
The unfunded portion of the liability of $39.1 million at December 31, 2014 is recognized in our Consolidated Balance Sheet and includes $2.6 million classified as a current accrued postretirement liability. | ||||||||||||
A summary of our key actuarial assumptions used to determine the benefit obligation as of December 31, 2014 and 2013 follows: | ||||||||||||
December 31 | ||||||||||||
2014 | 2013 | |||||||||||
Healthcare inflation: | ||||||||||||
Healthcare cost trend rate assumed for next year | 7.7 | % | 7.9 | % | ||||||||
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 4.5 | % | 4.5 | % | ||||||||
Year of ultimate rate achievement | 2029 | 2029 | ||||||||||
Weighted average discount rate | 3.85 | % | 4.64 | % | ||||||||
A summary of our key actuarial assumptions used to determine net periodic benefit cost follows: | ||||||||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Healthcare inflation: | ||||||||||||
Healthcare cost trend rate assumed for next year | 7.9 | % | 8.2 | % | 8.5 | % | ||||||
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 4.5 | % | 4.5 | % | 4.5 | % | ||||||
Year of ultimate rate achievement | 2029 | 2029 | 2029 | |||||||||
Weighted average discount rate | 4.64 | % | 3.38 | % | 4.34 | % | ||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Components of net periodic benefit cost: | ||||||||||||
Service and interest cost | $ | 2,487 | $ | 2,039 | $ | 1,939 | ||||||
Amortizations: | ||||||||||||
Prior service cost | 65 | 26 | 26 | |||||||||
Unrecognized net loss | 75 | 298 | 129 | |||||||||
Other | 98 | 2,286 | 1,868 | |||||||||
Net periodic benefit cost | $ | 2,725 | $ | 4,649 | $ | 3,962 | ||||||
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percent change in assumed health care cost trend rates would have the following effects: | ||||||||||||
1-Percentage- | 1-Percentage- | |||||||||||
Point Increase | Point Decrease | |||||||||||
(In thousands) | ||||||||||||
Effect on total of service and interest cost components | $ | 326 | $ | (275 | ) | |||||||
Effect on postretirement obligation | 4,285 | (3,657 | ) | |||||||||
We expect to contribute $2.6 million to the postretirement health care plans in 2015. Estimated postretirement health care plan benefit payments for the next ten years are as follows: | ||||||||||||
2015 | $ | 2.6 | million | |||||||||
2016 | 2.6 | million | ||||||||||
2017 | 2.6 | million | ||||||||||
2018 | 2.6 | million | ||||||||||
2019 | 2.8 | million | ||||||||||
Next five years | 14.6 | million |
Asset_Impairment_Charges_and_F
Asset Impairment Charges and Facility Closing and Reorganization Costs | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||||||||||
Asset Impairment Charges and Facility Closing and Reorganization Costs | 17. ASSET IMPAIRMENT CHARGES AND FACILITY CLOSING AND REORGANIZATION COSTS | |||||||||||||||||||||||||||
Asset Impairment Charges | ||||||||||||||||||||||||||||
We evaluate our long-lived assets for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. As a result of certain changes to our business, including the loss of a portion of a significant customer’s volume and related plans for consolidating our production network, during the years ended December 31, 2014 and December 31, 2013, we evaluated the impact that we expected these changes to have on our projected future cash flows. This analysis identified indicators of impairment at certain of our production facilities and therefore we were required to test the assets at those facilities for recoverability. | ||||||||||||||||||||||||||||
Testing the assets for recoverability involved developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. The inputs for the fair value calculations were based on assessment of an individual asset’s alternative use within other production facilities, evaluation of recent market data and historical liquidation sales values for similar assets. As the inputs into these calculations are largely based on management’s judgments and are not generally observable in active markets, we consider such measurements to be Level 3 measurements in the fair value hierarchy. See Note 11. | ||||||||||||||||||||||||||||
The results of our analysis indicated impairments of our plant, property and equipment of approximately $20.8 million and no impairments related to certain intangible assets. All of these charges were recorded during the year ended December 31, 2014 and are reflected in the impairment of long-lived assets line in our Consolidated Statements of Operations. For the year ended December 31, 2013 we recorded impairments of our plant, property and equipment of approximately $35.5 million and impairments related to certain intangible assets of approximately $7.9 million, which are described more fully in Note 7. We can provide no assurance that we will not have impairment charges in future periods as a result of changes in our business environment, operating results or the assumptions and estimates utilized in our impairment tests. | ||||||||||||||||||||||||||||
Facility Closing and Reorganization Costs | ||||||||||||||||||||||||||||
Approved plans within our multi-year initiatives and related charges are summarized as follows: | ||||||||||||||||||||||||||||
Year Ended December 31 | ||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Closure of facilities(1) | $ | 4,460 | $ | 20,845 | $ | 18,536 | ||||||||||||||||||||||
Functional Realignment(2) | — | 892 | 32,219 | |||||||||||||||||||||||||
Field and Functional Reorganization(3) | — | 5,266 | 6,000 | |||||||||||||||||||||||||
Other | — | 5 | (968 | ) | ||||||||||||||||||||||||
Total | $ | 4,460 | $ | 27,008 | $ | 55,787 | ||||||||||||||||||||||
-1 | These charges in 2014, 2013 and 2012 primarily relate to facility closures in Riverside, California; Delta, Colorado; Denver, Colorado; Dallas, Texas; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; Shreveport, Louisiana; Mendon, Massachusetts, and Sheboygan, Wisconsin; as well as other approved closures. We have incurred $44.0 million of charges to date related to our active restructuring initiatives. We expect to incur additional charges related to these facility closures of $6.9 million, related to contract termination, shutdown and other costs. As we continue the evaluation of our supply chain and distribution network, it is likely that we will close additional facilities in the future. | |||||||||||||||||||||||||||
-2 | The Functional Realignment initiative was focused on aligning key functions within our legacy Fresh Dairy Direct operations under a single leadership team and permanently removing certain costs from the organization. We have incurred total charges of approximately $33.1 million under this initiative to date and we do not expect to incur any material future charges related to this plan. | |||||||||||||||||||||||||||
-3 | The Field and Functional Reorganization initiative streamlined the leadership structure and has enabled faster decision-making and created enhanced opportunities to strategically build our business. We have incurred total charges of $11.3 million under this plan to date, all of which were associated with headcount reductions. We do not currently anticipate incurring any material charges under this plan going forward. | |||||||||||||||||||||||||||
Activity for 2014 and 2013 with respect to facility closing and reorganization costs is summarized below and includes items expensed as incurred: | ||||||||||||||||||||||||||||
Accrued Charges at | Charges and Adjustments | Payments | Accrued Charges at | Charges and Adjustments | Payments | Accrued Charges at | ||||||||||||||||||||||
December 31, 2012 | December 31, 2013 | December 31, 2014 | ||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Cash charges: | ||||||||||||||||||||||||||||
Workforce reduction costs | $ | 11,579 | $ | 11,872 | $ | (14,423 | ) | $ | 9,028 | $ | (2,877 | ) | $ | (4,868 | ) | $ | 1,283 | |||||||||||
Shutdown costs | — | 6,051 | (6,051 | ) | — | 4,822 | (4,822 | ) | — | |||||||||||||||||||
Lease obligations after shutdown | 1,986 | 7,822 | (1,447 | ) | 8,361 | 446 | (1,952 | ) | 6,855 | |||||||||||||||||||
Other | 227 | 1,404 | (1,631 | ) | — | 598 | (598 | ) | — | |||||||||||||||||||
Subtotal | $ | 13,792 | 27,149 | $ | (23,552 | ) | $ | 17,389 | 2,989 | $ | (12,240 | ) | $ | 8,138 | ||||||||||||||
Non-cash charges: | ||||||||||||||||||||||||||||
Write-down of assets(1) | 3,270 | 5,384 | ||||||||||||||||||||||||||
(Gain)/Loss on sale of related assets | (3,858 | ) | (4,754 | ) | ||||||||||||||||||||||||
Other, net | 447 | 841 | ||||||||||||||||||||||||||
Total charges | $ | 27,008 | $ | 4,460 | ||||||||||||||||||||||||
-1 | The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets were tested for recoverability at the time the decision to close the facilities was more likely than not to occur. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the “Asset Impairment Charges” section above. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Cash paid for interest and financing charges, net of capitalized interest | $ | 52,122 | $ | 90,695 | $ | 134,979 | ||||||
Net cash paid (received) for taxes | (31,469 | ) | 401,641 | 147,580 | ||||||||
Non-cash additions to property, plant and equipment, including capital leases | 7,455 | 6,672 | 4,060 | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES | |||
Contingent Obligations Related to Divested Operations — We have divested certain businesses in prior years. In each case, we have retained certain known contingent obligations related to those businesses and/or assumed an obligation to indemnify the purchasers of the businesses for certain unknown contingent liabilities, including environmental liabilities. We believe that we have established adequate reserves, which are immaterial to the financial statements, for potential liabilities and indemnifications related to our divested businesses. Moreover, we do not expect any liability that we may have for these retained liabilities, or any indemnification liability, to materially exceed amounts accrued. | ||||
Contingent Obligations Related to Milk Supply Arrangements — On December 21, 2001, in connection with our acquisition of Legacy Dean, we purchased Dairy Farmers of America’s (“DFA”) 33.8% interest in our operations. In connection with that transaction, we issued a contingent, subordinated promissory note to DFA in the original principal amount of $40 million. The promissory note has a 20-year term that bears interest based on the consumer price index. Interest will not be paid in cash but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we materially breach or terminate one of our related milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021, without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. We have not terminated, and we have not materially breached, any of our milk supply agreements with DFA related to the promissory note. We have previously terminated unrelated supply agreements with respect to several plants that were supplied by DFA. In connection with our goals of accelerated cost control and increased supply chain efficiency, we continue to evaluate our sources of raw milk supply. | ||||
Insurance — We use a combination of insurance and self-insurance for a number of risks, including property, workers’ compensation, general liability, automobile liability, product liability and employee health care utilizing high deductibles. Deductibles vary due to insurance market conditions and risk. Liabilities associated with these risks are estimated considering historical claims experience and other actuarial assumptions. Based on current information, we believe that we have established adequate reserves to cover these claims. At December 31, 2014 and 2013, we recorded accrued liabilities related to these retained risks of $147.9 million and $146.4 million, respectively, including both current and long-term liabilities. | ||||
Lease and Purchase Obligations — We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Such leases, which are primarily for machinery, equipment and vehicles, including our distribution fleet, have lease terms ranging from one to 20 years. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with additional rentals based on miles driven or units produced. Certain leases require us to guarantee a minimum value of the leased asset at the end of the lease. Our maximum exposure under those guarantees is not a material amount. Rent expense was $118.9 million, $124.7 million and $126.2 million for 2014, 2013 and 2012, respectively. | ||||
Future minimum payments at December 31, 2014, under non-cancelable operating leases and capital leases with terms in excess of one year are summarized below: | ||||
Leases | ||||
(In thousands) | ||||
2015 | 79,994 | |||
2016 | 59,365 | |||
2017 | 47,491 | |||
2018 | 42,084 | |||
2019 | 32,164 | |||
Thereafter | 27,014 | |||
Total minimum lease payments | $ | 288,112 | ||
We have entered into various contracts, in the normal course of business, obligating us to purchase minimum quantities of raw materials used in our production and distribution processes, including conventional raw milk, diesel fuel, sugar and other ingredients that are inputs into our finished products. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process. | ||||
Litigation, Investigations and Audits — We are not party to, nor are our properties the subject of, any material pending legal proceedings, other than as set forth below: | ||||
Tennessee Retailer and Indirect Purchaser Actions | ||||
A putative class action antitrust complaint (the “retailer action”) was filed on August 9, 2007 in the United States District Court for the Eastern District of Tennessee. Plaintiffs allege generally that we, either acting alone or in conjunction with others in the milk industry who are also defendants in the retailer action, lessened competition in the Southeastern United States for the sale of processed fluid Grade A milk to retail outlets and other customers, and that the defendants’ conduct also artificially inflated wholesale prices for direct milk purchasers. Defendants’ motion for summary judgment in the retailer action was granted in part and denied in part in August 2010. Defendants filed a motion for reconsideration on September 10, 2010, and filed a supplemental motion for summary judgment as to the remaining claims on September 27, 2010. On March 27, 2012, the Court granted summary judgment in favor of defendants as to all remaining counts and entered judgment in favor of all defendants, including the Company. Plaintiffs filed a notice of appeal on April 25, 2012. On May 30, 2012, the Company participated in a scheduling conference and mediation conducted by the appeals court. The mediation did not result in a settlement agreement. Briefing on the appeal was completed on April 5, 2013, oral argument occurred on July 25, 2013. On January 3, 2014, the appeals court reversed the judgment for the defendants, including the Company, on one of the original five counts in the Tennessee Retailer Action. In February 2014, the Company requested that the Sixth Circuit Court of Appeals consider its decision en banc; the Sixth Circuit declined to do so. The Sixth Circuit returned the case to the trial court for further proceedings. The Company filed a petition to the U.S. Supreme Court for review of the case on August 1, 2014. The Supreme Court denied the petition on November 17, 2014. The trial court has not yet issued a schedule for further proceedings. | ||||
On June 29, 2009, another putative class action lawsuit was filed in the Eastern District of Tennessee, Greeneville Division, on behalf of indirect purchasers of processed fluid Grade A milk (the “indirect purchaser action”). The allegations in this complaint are similar to those in the retailer action, but primarily involve state law claims. Because the allegations in the indirect purchaser action substantially overlap with the allegations in the retailer action, the Court granted the parties’ joint motion to stay all proceedings in the indirect purchaser action pending the outcome of the summary judgment motions in the retailer action. On August 16, 2012, the indirect purchaser plaintiffs voluntarily dismissed their lawsuit. On January 17, 2013, these same plaintiffs filed a new lawsuit in the Eastern District of Tennessee, Greeneville Division, on behalf of a putative class of indirect purchasers of processed fluid Grade A milk (the “2013 indirect purchaser action”). The allegations are similar to those in the voluntarily dismissed indirect purchaser action, but involve only claims arising under Tennessee law. The Company filed a motion to dismiss on April 30, 2013. On June 14, 2013, the indirect purchaser plaintiffs responded to the Company’s motion to dismiss and filed an amended complaint. On July 1, 2013, the Company filed a motion to dismiss the amended complaint. On September 11, 2014, the Court granted in part and denied in part the motion to dismiss. The Court granted the motion to dismiss the non-Tennessee plaintiffs’ claims. The Company filed its answer to the surviving claims on October 15, 2014. The parties have jointly proposed that further proceedings in this case be deferred until after the Court rules on additional summary judgment and class certification issues in the Tennessee retailer action. | ||||
Other than the material pending legal proceeding set forth above under “Tennessee Retailer and Indirect Purchaser Actions”, we are party from time to time to certain claims, litigations, audits and investigations. Potential liabilities associated with the other matters referred to in this paragraph are not expected to have a material adverse impact on our financial position, results of operations or cash flows. | ||||
At this time, it is not possible for us to predict the ultimate outcome of the matters set forth within this section. | ||||
Other | ||||
In late 2013, we either settled or entered into settlement negotiations with the vast majority of states in regards to our obligations under state unclaimed property laws, the results of which did not have a material adverse impact on our financial position, results of operations or cash flows. |
Segment_Geographic_and_Custome
Segment, Geographic and Customer Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment, Geographic and Customer Information | 20. SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION | |||||||||||
We operate as a single reportable segment in manufacturing, marketing, selling and distributing a wide variety of branded and private label dairy case products. Beginning in the first quarter of 2013, we combined the results of our ongoing dairy operations (previously referred to as our Fresh Dairy Direct business) and the corporate items previously categorized as “Corporate and Other” into a single reportable segment, as all of our corporate activities now directly support this business. This change reflects the manner in which our Chief Executive Officer, who is our chief operating decision maker, determines strategy and investment plans for our business given the changes to our operating structure as a result of the WhiteWave spin-off and the Morningstar sale. | ||||||||||||
We operate 68 manufacturing facilities geographically located largely based on local and regional customer needs and other market factors. We manufacture, market and distribute a wide variety of branded and private label dairy case products, including milk, ice cream, cultured dairy products, creamers, ice cream mix and other dairy products to retailers, distributors, foodservice outlets, educational institutions and governmental entities across the United States. Our products are primarily delivered through what we believe to be one of the most extensive refrigerated direct store delivery (“DSD”) systems in the United States. | ||||||||||||
In December 2012, we entered into an agreement to sell Morningstar, and we completed the sale of these operations on January 3, 2013. The operating results of Morningstar, previously reported within the Morningstar segment, have been reclassified as discontinued operations for all periods presented herein. Additionally, as a result of the completion of the WhiteWave spin-off on May 23, 2013, we have reclassified WhiteWave’s operating results as discontinued operations for all periods presented herein. All intersegment sales between WhiteWave, Morningstar and us, previously recorded as intersegment sales and eliminated in consolidation, prior to the Morningstar divestiture and WhiteWave spin-off, are now reflected as third-party sales that, along with their related costs, are no longer eliminated in consolidation. See Notes 2 and 3, respectively, for further information regarding the WhiteWave spin-off, Morningstar divestiture and our discontinued operations. | ||||||||||||
Our Chief Executive Officer evaluates the performance of our business based on sales and operating income or loss before gains and losses on the sale of businesses, facility closing and reorganization costs, litigation settlements, impairments of long-lived assets and other non-recurring gains and losses. | ||||||||||||
All results herein have been recast to present results on a comparable basis. These changes had no impact on consolidated net sales and operating income. The amounts in the following tables include our operating results and are obtained from reports used by our executive management team and do not include any allocated income taxes or management fees. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization. | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Operating income: | ||||||||||||
Dean Foods | $ | 26,777 | $ | 202,720 | $ | 259,013 | ||||||
Facility closing and reorganization costs | (4,460 | ) | (27,008 | ) | (55,787 | ) | ||||||
Litigation settlements | 2,521 | 1,019 | — | |||||||||
Impairment other long-lived assets | (20,820 | ) | (43,441 | ) | — | |||||||
Other operating income (loss) | 4,535 | (2,494 | ) | 57,459 | ||||||||
Total | 8,553 | 130,796 | 260,685 | |||||||||
Other (income) expense: | ||||||||||||
Interest expense | 61,019 | 200,558 | 150,589 | |||||||||
Loss on early retirement of debt | 1,437 | 63,387 | — | |||||||||
Gain on disposition of WhiteWave common stock | — | (415,783 | ) | — | ||||||||
Other income, net | (1,620 | ) | (400 | ) | (1,664 | ) | ||||||
Consolidated income (loss) from continuing operations before income taxes | $ | (52,283 | ) | $ | 283,034 | $ | 111,760 | |||||
Geographic Information — Net sales related to our foreign operations comprised less than 1% of our consolidated net sales during the years ended December 31, 2014, 2013 and 2012. None of our long-lived assets are associated with our foreign operations. | ||||||||||||
Significant Customers — Our largest customer accounted for approximately 16% of our consolidated net sales in 2014, 19% in 2013, and 23% in 2012. |
Quarterly_Results_of_Operation
Quarterly Results of Operations (unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Results of Operations (unaudited) | QUARTERLY RESULTS OF OPERATIONS (unaudited) | |||||||||||||||
The following is a summary of our unaudited quarterly results of operations for 2014 and 2013. | ||||||||||||||||
Quarter | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||
2014 | ||||||||||||||||
Net sales | $ | 2,341,040 | $ | 2,393,869 | $ | 2,373,280 | $ | 2,395,007 | ||||||||
Gross profit | 416,175 | 399,088 | 416,800 | 441,400 | ||||||||||||
Loss from continuing operations | (9,792 | ) | (963 | ) | (15,136 | ) | 5,704 | |||||||||
Net Income (loss) (1) | (8,956 | ) | (645 | ) | (15,972 | ) | 5,277 | |||||||||
Earnings (loss) per common share from continuing operations (2): | ||||||||||||||||
Basic | (0.10 | ) | (0.01 | ) | (0.16 | ) | 0.06 | |||||||||
Diluted | (0.10 | ) | (0.01 | ) | (0.16 | ) | 0.06 | |||||||||
Quarter | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||
2013 | ||||||||||||||||
Net sales | $ | 2,292,430 | $ | 2,227,542 | $ | 2,200,899 | $ | 2,295,450 | ||||||||
Gross profit | 495,232 | 472,300 | 441,285 | 445,770 | ||||||||||||
Income (loss) from continuing operations | (20,740 | ) | (32,057 | ) | 415,518 | (37,362 | ) | |||||||||
Net income (loss) (3)(4) | 495,797 | (53,883 | ) | 415,120 | (37,677 | ) | ||||||||||
Net income (loss) attributable to Dean Foods Company (1) | 492,605 | (56,870 | ) | 415,120 | (37,677 | ) | ||||||||||
Earnings (loss) per common share from continuing operations (2) (5): | ||||||||||||||||
Basic | (0.22 | ) | (0.34 | ) | 4.41 | (0.40 | ) | |||||||||
Diluted | (0.22 | ) | (0.34 | ) | 4.36 | (0.40 | ) | |||||||||
-1 | The results for the first, second and third quarters of 2014 include facility closing and reorganization costs, net of tax, of $0.6 million, $0.5 million, and $1.8 million, respectively. See Note 17. | |||||||||||||||
-2 | Earnings (loss) per common share calculations for each of the quarters were based on the basic and diluted weighted average number of shares outstanding for each quarter. The sum of the quarters may not necessarily be equal to the full year earnings (loss) per common share amount. | |||||||||||||||
-3 | The results for the first, second, third and fourth quarters of 2013 include facility closing and reorganization costs, net of tax, of $3.6 million, $3.2 million, $4.7 million and $5.9 million, respectively. See Note 17. | |||||||||||||||
-4 | Results for 2013 include a gain of $415.8 million related to the disposition of our remaining investment in WhiteWave common stock, a charge of $22.9 million, net of tax, related to impairments of property, plant & equipment (Note 17), a charge of $5.1 million, net of tax, related to impairments of intangible assets (Note 7), and a loss of $38.7 million, net of tax, related to the early retirement of a portion of our senior notes due 2018 and senior notes due 2016 (Note 10). | |||||||||||||||
-5 | Basic and diluted earnings (loss) per common share for the first and second quarters of 2013 have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||||||
Schedule II Valuation and Qualifying Accounts | VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||
Years Ended December 31, 2014, 2013 and 2012 | ||||||||||||||||||||
Description | Balance at | Charged to | Other | Deductions | Balance at | |||||||||||||||
Beginning of | (Reduction in) | End of Period | ||||||||||||||||||
Period | Costs and | |||||||||||||||||||
Expenses | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Year ended December 31, 2014 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 12,083 | $ | 5,045 | $ | — | $ | (2,278 | ) | $ | 14,850 | |||||||||
Deferred tax asset valuation allowances | 8,733 | 4,444 | — | — | 13,177 | |||||||||||||||
Year ended December 31, 2013 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 12,522 | $ | 3,197 | $ | 278 | $ | (3,914 | ) | $ | 12,083 | |||||||||
Deferred tax asset valuation allowances | 7,570 | 1,163 | — | — | 8,733 | |||||||||||||||
Year ended December 31, 2012 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 9,157 | $ | 4,970 | $ | 214 | $ | (1,819 | ) | $ | 12,522 | |||||||||
Deferred tax asset valuation allowances | 8,667 | (1,097 | ) | — | — | 7,570 | ||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Nature of Our Business | Nature of Our Business — We are a leading food and beverage company and the largest processor and direct-to-store distributor of milk and other dairy and dairy case products in the United States. We have aligned our leadership teams, operating strategies and supply chain initiatives under a single operating and reportable segment. We process and distribute fluid milk and other dairy products, including ice cream, ice cream mix and cultured products, which are marketed under more than 50 local and regional dairy brands and a wide array of private labels. We also produce and distribute TruMoo®, which is our nationally branded, reformulated flavored milk, as well as juices, teas, bottled water and other products. | ||
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation — Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of our wholly-owned subsidiaries. | ||
On August 26, 2013, we effected a 1-for-2 reverse stock split of our issued common stock. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the Consolidated Financial Statements and notes thereto have been adjusted retroactively to give effect to the 1-for-2 reverse stock split. See Note 13. | |||
Beginning in the first quarter of 2013, we combined the results of our business operations and the corporate items previously categorized as “Corporate and Other” into a single reportable segment, as all of our corporate activities now directly support our ongoing dairy operations. This change reflects the manner in which our Chief Executive Officer, who is our chief operating decision maker, determines strategy and investment plans for our business given the changes to our operating structure as a result of the WhiteWave spin-off and the Morningstar sale in 2013. See Note 2 and 3. All operating results herein have been recast to present results on a comparable basis. These changes had no impact on consolidated net sales and operating income. | |||
Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Dean Foods Company and its subsidiaries, taken as a whole. | |||
Use of Estimates | Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with GAAP requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates under different assumptions or conditions. | ||
Cash Equivalents | Cash Equivalents — We consider temporary investments with an original maturity of three months or less to be cash equivalents. | ||
Inventories | Inventories — Inventories are stated at the lower of cost or market. Our products are valued using the first-in, first-out method. The costs of finished goods inventories include raw materials, direct labor and indirect production and overhead costs. Reserves for obsolete or excess inventory are not material. | ||
Property, Plant and Equipment | Property, Plant and Equipment — Property, plant and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Also included in property, plant and equipment are certain direct costs related to the implementation of computer software for internal use. Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: | ||
Asset | Useful Life | ||
Buildings | 15 to 40 years | ||
Machinery and equipment | 3 to 20 years | ||
Leasehold improvements | Over the shorter of their estimated useful lives or the terms of the applicable lease agreements | ||
We test property, plant and equipment for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include significant changes in business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. See Note 17. Expenditures for repairs and maintenance which do not improve or extend the life of the assets are expensed as incurred. | |||
Goodwill and Intangible Assets | Goodwill and Intangible Assets — Identifiable intangible assets, other than indefinite-lived trademarks, are typically amortized over the following range of estimated useful lives: | ||
Asset | Useful Life | ||
Customer relationships | 5 to 15 years | ||
Certain finite-lived trademarks | 5 to 15 years | ||
Customer supply contracts | Over the shorter of the estimated useful lives or the terms of the agreements | ||
Noncompetition agreements | Over the shorter of the estimated useful lives or the terms of the agreements | ||
Deferred financing costs | Over the terms of the related debt | ||
In accordance with Accounting Standards related to “Goodwill and Other Intangible Assets”, we do not amortize goodwill and other intangible assets determined to have indefinite useful lives. Instead, we assess our goodwill and indefinite-lived trademarks for impairment annually and when circumstances indicate that the carrying value may not be recoverable. See Note 7. | |||
Assets Held for Sale | Assets Held for Sale — We classify assets as held for sale when management approves and commits to a formal plan of sale and our expectation is that the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value or the fair market value, less costs to sell. As of December 31, 2014 and 2013, $4.0 million and $4.5 million, respectively, related to closed production facilities was classified as held for sale and recorded in the prepaid expenses and other current assets line on our Consolidated Balance Sheets. | ||
Foreign Currency Translation | Foreign Currency Translation — The financial statements of our foreign subsidiary, which are not material, are translated from Mexican pesos, which is the functional currency of that subsidiary, to U.S. dollars. The assets and liabilities of the foreign subsidiary are translated to U.S. dollars at year-end exchange rates. Income and expense items are translated at the average rates prevailing during the year. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains and losses and are recognized in the statement of operations with their related operational activity. Currently, an immaterial amount of transaction gains and losses are reflected in general and administrative expense in our Consolidated Statements of Operations. The cumulative translation adjustment in our Consolidated Statements of Stockholders’ Equity reflects the unrealized adjustments resulting from translating the financial statements of our foreign subsidiary. | ||
Share-Based Compensation | Share-Based Compensation — Share-based compensation expense is recognized for equity awards over the vesting period based on their grant date fair value. The fair value of option awards is estimated at the date of grant using the Black-Scholes valuation model. The fair value of restricted stock unit awards is equal to the closing price of our stock on the date of grant. The fair value of our phantom shares is remeasured at each reporting period based on the closing price of our common stock on the last day of the respective reporting period. Compensation expense is recognized only for equity awards expected to vest. We estimate forfeitures at the date of grant based on our historical experience and future expectations. Share-based compensation expense is included within the same financial statement caption where the recipient’s cash compensation is reported. See Note 12. | ||
Revenue Recognition, Sales Incentives and Accounts Receivable | Revenue Recognition, Sales Incentives and Accounts Receivable — Sales are recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, the product has been delivered to the customer and there is a reasonable assurance of collection of the sales proceeds. Sales are recorded net of allowances for returns, trade promotions and prompt pay and other discounts. We routinely offer sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include rebates, shelf-price reductions, in-store display incentives, coupons and other trade promotional activities. These programs, as well as amounts paid to customers for shelf-space in retail stores, are considered reductions in the price of our products and thus are recorded as reductions to gross sales. Some of these incentives are recorded by estimating incentive costs based on our historical experience and expected levels of performance of the trade promotion. We maintain liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are normally insignificant and are recognized in earnings in the period such differences are determined. | ||
Bulk cream represents a by-product of our fluid milk manufacturing process. We either use bulk cream in our manufacturing process or we dispose of it through third party sales to other companies. We present bulk cream by-product sales as a reduction of cost of sales within our Consolidated Statements of Operations. We believe this presentation is reasonable as it allows us to report our true cost of fluid milk production. | |||
We provide credit terms to customers generally ranging up to 30 days, perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses based on our historical experience. Estimated product returns have not historically been material. | |||
Income Taxes | Income Taxes — All of our consolidated U.S. operating subsidiaries are included in our U.S. federal consolidated income tax return. Our foreign subsidiary is required to file local jurisdiction income tax return with respect to their operations, the earnings from which are expected to be reinvested indefinitely. At December 31, 2014, no provision had been made for U.S. federal or state income tax on approximately $14.2 million of accumulated foreign earnings as they are considered to be indefinitely reinvested. Computation of the potential deferred tax liability associated with these undistributed earnings and other basis differences is not practicable. | ||
Deferred income taxes arise from temporary differences between amounts recorded in the Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets, including the benefit of net operating loss and tax credit carryforwards, are evaluated based on the guidelines for realization and are reduced by a valuation allowance if deemed necessary. | |||
We recognize the income tax benefit from an uncertain tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. We recognize accrued interest related to uncertain tax positions as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating income. | |||
Advertising Expense | Advertising Expense — We market our products through advertising and other promotional activities, including media, agency, coupons, trade shows and other promotional activities. Advertising expense is charged to income during the period incurred, except for expenses related to the development of a major commercial or media campaign which are charged to income during the period in which the advertisement or campaign is first presented by the media. Advertising expense totaled $27.5 million in 2014, $22.0 million in 2013 and $28.6 million in 2012. Prepaid advertising expense totaled $0.7 million in 2014, $2.3 million in 2013 and $0.6 million in 2012. | ||
Shipping and Handling Fees | Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs and product loading and handling costs. Shipping and handling costs included in selling and distribution expense consist primarily of those costs associated with moving finished products from production facilities through our distribution network, including costs associated with its distribution centers, route delivery costs and the cost of shipping products to customers through third party carriers. Shipping and handling costs that were recorded as a component of selling and distribution expense were $1.2 billion in each of 2014, 2013 and 2012, respectively. | ||
Insurance Accruals | Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverage. Accrued liabilities for incurred but not reported losses related to these retained risks are calculated based upon loss development factors which contemplate a number of factors including claims history and expected trends. | ||
Research and Development | Research and Development — Our research and development activities primarily consist of generating and testing new product concepts, new flavors and packaging. Our total research and development expense was $1.9 million, $1.8 million and $2.1 million for 2014, 2013 and 2012, respectively. Research and development costs are primarily included in general and administrative expenses in our Consolidated Statements of Operations. | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board ("FASB") issued FASB Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. We are required to adopt the standard prospectively for new disposals and new classifications of disposal groups as held for sale beginning the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. | |||
Asset Impairment Charges | Asset Impairment Charges | ||
We evaluate our long-lived assets for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. As a result of certain changes to our business, including the loss of a portion of a significant customer’s volume and related plans for consolidating our production network, during the years ended December 31, 2014 and December 31, 2013, we evaluated the impact that we expected these changes to have on our projected future cash flows. This analysis identified indicators of impairment at certain of our production facilities and therefore we were required to test the assets at those facilities for recoverability. | |||
Testing the assets for recoverability involved developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. The inputs for the fair value calculations were based on assessment of an individual asset’s alternative use within other production facilities, evaluation of recent market data and historical liquidation sales values for similar assets. As the inputs into these calculations are largely based on management’s judgments and are not generally observable in active markets, we consider such measurements to be Level 3 measurements in the fair value hierarchy. See Note 11. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Schedule of Property Plant and Equipment, Estimated Useful Life | Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: | |||||||
Asset | Useful Life | |||||||
Buildings | 15 to 40 years | |||||||
Machinery and equipment | 3 to 20 years | |||||||
Leasehold improvements | Over the shorter of their estimated useful lives or the terms of the applicable lease agreements | |||||||
Property, plant and equipment as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Land | $ | 174,654 | $ | 181,026 | ||||
Buildings | 646,098 | 609,907 | ||||||
Leasehold improvements | 76,389 | 75,925 | ||||||
Machinery and equipment | 1,809,037 | 1,704,160 | ||||||
Construction in progress | 34,587 | 56,069 | ||||||
2,740,765 | 2,627,087 | |||||||
Less accumulated depreciation | (1,568,169 | ) | (1,411,040 | ) | ||||
Total | $ | 1,172,596 | $ | 1,216,047 | ||||
Schedule of Intangible and Other Assets, Estimated Useful Life | Goodwill and Intangible Assets — Identifiable intangible assets, other than indefinite-lived trademarks, are typically amortized over the following range of estimated useful lives: | |||||||
Asset | Useful Life | |||||||
Customer relationships | 5 to 15 years | |||||||
Certain finite-lived trademarks | 5 to 15 years | |||||||
Customer supply contracts | Over the shorter of the estimated useful lives or the terms of the agreements | |||||||
Noncompetition agreements | Over the shorter of the estimated useful lives or the terms of the agreements | |||||||
Deferred financing costs | Over the terms of the related debt |
Discontinued_Operations_and_Di1
Discontinued Operations and Divestitures (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Discontinued Operations | The following is a summary of directly attributable transaction expenses which are included in discontinued operations for the years ended December 31, 2013 and 2012: | |||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
WhiteWave | $ | 12,464 | $ | 18,835 | ||||||||||||||||||||
Morningstar | 437 | 22,875 | ||||||||||||||||||||||
Total | $ | 12,901 | $ | 41,710 | ||||||||||||||||||||
Operating Expense | ||||||||||||||||||||||||
Discontinued Operations | The following is a summary of operating results and certain other directly attributable expenses, including interest expense, which are included in discontinued operations for the years ended December 31, 2013 and 2012: | |||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
WhiteWave | Morningstar | Total | WhiteWave | Morningstar | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Operations: | ||||||||||||||||||||||||
Net sales | $ | 940,431 | $ | 5,919 | $ | 946,350 | $ | 2,187,615 | $ | 1,438,371 | $ | 3,625,986 | ||||||||||||
Income (loss) before income taxes | 57,126 | (28 | ) | 57,098 | 152,164 | 69,513 | 221,677 | |||||||||||||||||
Income tax (expense) benefit | (54,306 | ) | -1 | 11 | (54,295 | ) | (58,566 | ) | (23,832 | ) | (82,398 | ) | ||||||||||||
Net income (loss) | $ | 2,820 | $ | (17 | ) | $ | 2,803 | $ | 93,598 | $ | 45,681 | $ | 139,279 | |||||||||||
-1 | The income tax expense attributable to WhiteWave during the year ended December 31, 2013 includes approximately $31.1 million related to certain deferred intercompany transactions which were recognized upon the completion of the WhiteWave spin-off. Because these liabilities arose as a direct result of the spin-off of WhiteWave, we have reflected the income statement impact of such liabilities as a component of discontinued operations. |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories, Net of Reserves | Inventories, net of obsolescence reserves of $0.7 million and $0.8 million as of December 31, 2014 and 2013, consisted of the following: | |||||||
December 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Raw materials and supplies | $ | 100,587 | $ | 103,023 | ||||
Finished goods | 151,244 | 159,835 | ||||||
Total | $ | 251,831 | $ | 262,858 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: | |||||||
Asset | Useful Life | |||||||
Buildings | 15 to 40 years | |||||||
Machinery and equipment | 3 to 20 years | |||||||
Leasehold improvements | Over the shorter of their estimated useful lives or the terms of the applicable lease agreements | |||||||
Property, plant and equipment as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Land | $ | 174,654 | $ | 181,026 | ||||
Buildings | 646,098 | 609,907 | ||||||
Leasehold improvements | 76,389 | 75,925 | ||||||
Machinery and equipment | 1,809,037 | 1,704,160 | ||||||
Construction in progress | 34,587 | 56,069 | ||||||
2,740,765 | 2,627,087 | |||||||
Less accumulated depreciation | (1,568,169 | ) | (1,411,040 | ) | ||||
Total | $ | 1,172,596 | $ | 1,216,047 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Intangible assets with indefinite lives: | ||||||||||||||||||||||||
Trademarks(1) | $ | 221,681 | $ | — | $ | 221,681 | $ | 221,681 | $ | — | $ | 221,681 | ||||||||||||
Intangible assets with finite lives: | ||||||||||||||||||||||||
Customer-related and other(2) | 49,225 | (31,153 | ) | 18,072 | 49,225 | (28,575 | ) | 20,650 | ||||||||||||||||
Trademarks(3) | 8,096 | (5,315 | ) | 2,781 | 8,096 | (5,002 | ) | 3,094 | ||||||||||||||||
Total | $ | 279,002 | $ | (36,468 | ) | $ | 242,534 | $ | 279,002 | $ | (33,577 | ) | $ | 245,425 | ||||||||||
-1 | As described above, during 2013 we recorded an impairment charge of $4.4 million to reduce the carrying value of one of our indefinite-lived trademarks to its estimated fair value. | |||||||||||||||||||||||
-2 | During the first quarter of 2013, we wrote off a favorable lease asset with a net book value of $3.5 million in connection with our abandonment of the facility to which the favorable lease related. This charge was recorded in the impairment of long-lived assets line item in our Consolidated Statements of Operations. | |||||||||||||||||||||||
-3 | During the third quarter of 2013, we wrote off a finite-lived trademark with a gross carrying amount of $1.5 million due to a decline in actual and expected future cash flows as a result of a decision to discontinue sales under the brand to which the trademark relates. | |||||||||||||||||||||||
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | Estimated aggregate intangible asset amortization expense for the next five years is as follows: | |||||||||||||||||||||||
2015 | $ | 2.9 | million | |||||||||||||||||||||
2016 | 2.8 | million | ||||||||||||||||||||||
2017 | 2.3 | million | ||||||||||||||||||||||
2018 | 2 | million | ||||||||||||||||||||||
2019 | 2 | million |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Components of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2014 and 2013 consisted of the following: | |||||||
December 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Accounts payable | $ | 533,900 | $ | 504,745 | ||||
Payroll and benefits, including incentive compensation | 67,480 | 84,050 | ||||||
Health insurance, workers’ compensation and other insurance costs | 52,851 | 49,087 | ||||||
Current derivative liability | 4,392 | 318 | ||||||
Customer rebates | 47,658 | 41,734 | ||||||
Other accrued liabilities | 68,619 | 81,354 | ||||||
Total | $ | 774,900 | $ | 761,288 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Income Tax Expense (Benefit) | The following table presents the 2014, 2013 and 2012 income tax expense (benefit): | ||||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||||
2014(1) | 2013(2) | 2012(3) | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Current income taxes: | |||||||||||||||||||||
Federal | $ | (94,983 | ) | $ | (52,601 | ) | $ | 77,909 | |||||||||||||
State | 1,255 | (9,477 | ) | 18,400 | |||||||||||||||||
Foreign | 723 | 6 | 538 | ||||||||||||||||||
Total current income tax expense (benefit) | (93,005 | ) | (62,072 | ) | 96,847 | ||||||||||||||||
Deferred income taxes: | |||||||||||||||||||||
Federal | 54,015 | 15,051 | (631 | ) | |||||||||||||||||
State | 6,894 | 4,696 | (8,271 | ) | |||||||||||||||||
Total deferred income tax expense (benefit) | 60,909 | 19,747 | (8,902 | ) | |||||||||||||||||
Total income tax expense (benefit) | $ | (32,096 | ) | $ | (42,325 | ) | $ | 87,945 | |||||||||||||
-1 | Excludes $0.9 million of income tax expense related to discontinued operations. | ||||||||||||||||||||
-2 | Excludes $431.0 million of income tax expense related to discontinued operations. | ||||||||||||||||||||
-3 | Excludes $80.4 million of income tax expense related to discontinued operations. | ||||||||||||||||||||
Reconciliation of Income Taxes | The following is a reconciliation of income tax expense (benefit) computed at the U.S. federal statutory tax rate to income tax expense (benefit) reported in our Consolidated Statements of Operations: | ||||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Amount | Percentage | Amount | Percentage | Amount | Percentage | ||||||||||||||||
(In thousands, except percentages) | |||||||||||||||||||||
Tax expense at statutory rate | $ | (18,299 | ) | 35 | % | $ | 99,062 | 35 | % | $ | 39,116 | 35 | % | ||||||||
State income taxes | 2,281 | (4.4 | ) | (2,894 | ) | (1.0 | ) | 6,218 | 5.6 | ||||||||||||
Tax-free disposition of investment | — | — | (145,524 | ) | (51.4 | ) | — | — | |||||||||||||
Uncertain tax positions | (15,451 | ) | 29.6 | 6,106 | 2.2 | — | — | ||||||||||||||
Sale of unconsolidated affiliate | — | — | (545 | ) | (0.2 | ) | 40,411 | 36.2 | |||||||||||||
Change in valuation allowances | 3,016 | (5.8 | ) | (213 | ) | (0.1 | ) | 366 | 0.3 | ||||||||||||
Other | (3,643 | ) | 7 | 1,683 | 0.6 | 1,834 | 1.6 | ||||||||||||||
Total | $ | (32,096 | ) | 61.4 | % | $ | (42,325 | ) | (14.9 | )% | $ | 87,945 | 78.7 | % | |||||||
Deferred Income Tax Assets (Liabilities) | The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: | ||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014(1) | 2013(2) | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Deferred income tax assets: | |||||||||||||||||||||
Accrued liabilities | $ | 105,029 | $ | 121,539 | |||||||||||||||||
Retirement plans and postretirement benefits | 38,004 | 24,312 | |||||||||||||||||||
Share-based compensation | 16,261 | 20,468 | |||||||||||||||||||
Receivables and inventories | 11,155 | 10,275 | |||||||||||||||||||
Derivative financial instruments | 1,646 | 283 | |||||||||||||||||||
State net operating loss carryforwards | 35,089 | 31,824 | |||||||||||||||||||
State tax credit carryforwards | 4,748 | 3,007 | |||||||||||||||||||
Valuation allowances | (13,177 | ) | (8,733 | ) | |||||||||||||||||
198,755 | 202,975 | ||||||||||||||||||||
Deferred income tax liabilities: | |||||||||||||||||||||
Property, plant and equipment | (209,168 | ) | (199,004 | ) | |||||||||||||||||
Intangible assets | (29,612 | ) | (8,751 | ) | |||||||||||||||||
Cancellation of debt | (11,299 | ) | — | ||||||||||||||||||
Other | (843 | ) | (145 | ) | |||||||||||||||||
(250,922 | ) | (207,900 | ) | ||||||||||||||||||
Net deferred income tax asset (liability) | $ | (52,167 | ) | $ | (4,925 | ) | |||||||||||||||
-1 | Includes $8.0 million of deferred tax assets related to uncertain tax positions. | ||||||||||||||||||||
-2 | Includes $7.5 million of deferred tax assets related to uncertain tax positions. | ||||||||||||||||||||
Balance Sheet Classification of Net Deferred Income Tax Assets (Liabilities) | These net deferred income tax assets (liabilities) are classified in our Consolidated Balance Sheets as follows: | ||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Current assets | $ | 50,362 | $ | 60,143 | |||||||||||||||||
Noncurrent assets | 35,415 | 35,623 | |||||||||||||||||||
Noncurrent liabilities | (137,944 | ) | (100,691 | ) | |||||||||||||||||
Total | $ | (52,167 | ) | $ | (4,925 | ) | |||||||||||||||
Reconciliation of Gross Unrecognized Tax Benefits | The following is a reconciliation of gross unrecognized tax benefits, including interest, recorded in our Consolidated Balance Sheets: | ||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Balance at beginning of year | $ | 40,478 | $ | 27,734 | $ | 29,128 | |||||||||||||||
Increases in tax positions for current year | — | 18,230 | 230 | ||||||||||||||||||
Increases in tax positions for prior years | 11,432 | 2,315 | 5,075 | ||||||||||||||||||
Decreases in tax positions for prior years | (21,194 | ) | (6,192 | ) | (3,697 | ) | |||||||||||||||
Settlement of tax matters | (4,203 | ) | (1,232 | ) | (2,127 | ) | |||||||||||||||
Lapse of applicable statutes of limitations | (50 | ) | (377 | ) | (875 | ) | |||||||||||||||
Balance at end of year | $ | 26,463 | $ | 40,478 | $ | 27,734 | |||||||||||||||
Balance Sheet Classification of Unrecognized Tax Benefits | These unrecognized tax benefits are classified in our Consolidated Balance Sheets as follows: | ||||||||||||||||||||
December 31 | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Accrued expenses | $ | 295 | $ | 3,348 | $ | 1,427 | |||||||||||||||
Other long-term liabilities | 26,168 | 37,130 | 26,307 | ||||||||||||||||||
Total | $ | 26,463 | $ | 40,478 | $ | 27,734 | |||||||||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Debt Instruments | ||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||
Amount | Interest | Amount | Interest | |||||||||||||||||
Outstanding | Rate | Outstanding | Rate | |||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||
Dean Foods Company debt obligations: | ||||||||||||||||||||
Senior secured credit facility | $ | 70,301 | 2.93 | % | * | $ | 50,250 | 1.67 | % | * | ||||||||||
Senior notes due 2016 | 475,819 | 7 | 475,579 | 7 | ||||||||||||||||
Senior notes due 2018 | — | — | 23,812 | 9.75 | ||||||||||||||||
546,120 | 549,641 | |||||||||||||||||||
Subsidiary debt obligations: | ||||||||||||||||||||
Senior notes due 2017 | 134,913 | 6.9 | 132,808 | 6.9 | ||||||||||||||||
Receivables-backed facility | 235,000 | 1.3 | 213,000 | 1.19 | ||||||||||||||||
Capital lease and other | 1,146 | — | 1,813 | — | ||||||||||||||||
371,059 | 347,621 | |||||||||||||||||||
917,179 | 897,262 | |||||||||||||||||||
Less current portion | (698 | ) | (698 | ) | ||||||||||||||||
Total long-term portion | $ | 916,481 | $ | 896,564 | ||||||||||||||||
* | Represents a weighted average rate, including applicable interest rate margins. | |||||||||||||||||||
Schedule of Maturities of Long-Term Debt | The scheduled maturities of long-term debt at December 31, 2014, were as follows (in thousands): | |||||||||||||||||||
Total | ||||||||||||||||||||
2015 | $ | 698 | ||||||||||||||||||
2016 | 476,636 | |||||||||||||||||||
2017 | 377,000 | |||||||||||||||||||
2018 | 70,301 | |||||||||||||||||||
Thereafter | — | |||||||||||||||||||
Subtotal | 924,635 | |||||||||||||||||||
Less discounts | (7,456 | ) | ||||||||||||||||||
Total outstanding debt | $ | 917,179 | ||||||||||||||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||||||
Condensed Consolidating Balance Sheet as of December 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | (1,341 | ) | $ | 7,026 | $ | 10,677 | $ | — | $ | 16,362 | |||||||||
Receivables, net | 1,484 | 76,446 | 669,700 | — | 747,630 | |||||||||||||||
Income tax receivable | 57,105 | 7,338 | — | — | 64,443 | |||||||||||||||
Inventories | — | 251,831 | — | — | 251,831 | |||||||||||||||
Intercompany receivables | — | 5,819,460 | — | (5,819,460 | ) | — | ||||||||||||||
Other current assets | 2,004 | 97,593 | 197 | — | 99,794 | |||||||||||||||
Total current assets | 59,252 | 6,259,694 | 680,574 | (5,819,460 | ) | 1,180,060 | ||||||||||||||
Property, plant and equipment, net | — | 1,172,575 | 21 | — | 1,172,596 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 81,531 | 248,600 | 8 | — | 330,139 | |||||||||||||||
Investment in subsidiaries | 6,637,085 | 51,977 | — | (6,689,062 | ) | — | ||||||||||||||
Total | $ | 6,777,868 | $ | 7,819,687 | $ | 680,603 | $ | (12,508,522 | ) | $ | 2,769,636 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 61,416 | $ | 714,054 | $ | 67 | $ | (637 | ) | $ | 774,900 | |||||||||
Intercompany payables | 5,425,360 | — | 393,463 | (5,818,823 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 18,853 | — | — | — | 18,853 | |||||||||||||||
Total current liabilities | 5,505,629 | 714,752 | 393,530 | (5,819,460 | ) | 794,451 | ||||||||||||||
Long-term debt | 546,120 | 135,361 | 235,000 | — | 916,481 | |||||||||||||||
Other long-term liabilities | 81,677 | 332,489 | 96 | — | 414,262 | |||||||||||||||
Long-term litigation settlements | 17,124 | — | — | — | 17,124 | |||||||||||||||
Stockholders’ equity | 627,318 | 6,637,085 | 51,977 | (6,689,062 | ) | 627,318 | ||||||||||||||
Total | $ | 6,777,868 | $ | 7,819,687 | $ | 680,603 | $ | (12,508,522 | ) | $ | 2,769,636 | |||||||||
Condensed Consolidating Balance Sheet as of December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | (12,289 | ) | $ | 17,433 | $ | 11,618 | $ | — | $ | 16,762 | |||||||||
Receivables, net | 1,932 | 72,660 | 677,642 | — | 752,234 | |||||||||||||||
Income tax receivable | 10,374 | 5,541 | — | — | 15,915 | |||||||||||||||
Inventories | — | 262,858 | — | — | 262,858 | |||||||||||||||
Intercompany receivables | — | 5,728,284 | (1 | ) | (5,728,283 | ) | — | |||||||||||||
Other current assets | 6,944 | 95,927 | 58 | — | 102,929 | |||||||||||||||
Total current assets | 6,961 | 6,182,703 | 689,317 | (5,728,283 | ) | 1,150,698 | ||||||||||||||
Property, plant and equipment, net | — | 1,215,888 | 159 | — | 1,216,047 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 90,269 | 258,109 | 81 | — | 348,459 | |||||||||||||||
Investment in subsidiaries | 6,633,000 | 72,345 | — | (6,705,345 | ) | — | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 47,284 | $ | 713,625 | $ | 554 | $ | (175 | ) | $ | 761,288 | |||||||||
Intercompany payables | 5,304,051 | — | 424,057 | (5,728,108 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 19,101 | — | — | — | 19,101 | |||||||||||||||
Total current liabilities | 5,370,436 | 714,323 | 424,611 | (5,728,283 | ) | 781,087 | ||||||||||||||
Long-term debt | 549,641 | 133,923 | 213,000 | — | 896,564 | |||||||||||||||
Other long-term liabilities | 59,764 | 314,149 | 92 | — | 374,005 | |||||||||||||||
Long-term litigation settlements | 36,074 | — | — | — | 36,074 | |||||||||||||||
Total stockholders’ equity | 714,315 | 6,653,491 | 51,854 | (6,705,345 | ) | 714,315 | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
Condensed Consolidating Statement of Operations | ||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) for | ||||||||||||||||||||
the Year Ended December 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 9,490,049 | $ | 13,147 | $ | — | $ | 9,503,196 | ||||||||||
Cost of sales | — | 7,819,276 | 10,457 | — | 7,829,733 | |||||||||||||||
Gross profit | — | 1,670,773 | 2,690 | — | 1,673,463 | |||||||||||||||
Selling and distribution | — | 1,353,810 | 1,243 | — | 1,355,053 | |||||||||||||||
General and administrative | 2,383 | 284,434 | 1,927 | — | 288,744 | |||||||||||||||
Amortization of intangibles | — | 2,889 | — | — | 2,889 | |||||||||||||||
Facility closing and reorganization costs | — | 4,460 | — | — | 4,460 | |||||||||||||||
Litigation settlement | (2,521 | ) | — | — | — | (2,521 | ) | |||||||||||||
Impairment of long-lived assets | — | 20,820 | — | — | 20,820 | |||||||||||||||
Other operating loss | — | (4,535 | ) | — | — | (4,535 | ) | |||||||||||||
Interest expense | 43,333 | 11,855 | 5,831 | — | 61,019 | |||||||||||||||
Loss on early retirement of debt | 1,437 | — | — | — | 1,437 | |||||||||||||||
Other (income) expense, net | (2,400 | ) | 3,589 | (2,809 | ) | — | (1,620 | ) | ||||||||||||
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries | (42,232 | ) | (6,549 | ) | (3,502 | ) | — | (52,283 | ) | |||||||||||
Income tax expense benefit | (15,290 | ) | (15,166 | ) | (1,640 | ) | — | (32,096 | ) | |||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | (26,942 | ) | 8,617 | (1,862 | ) | — | (20,187 | ) | ||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 6,158 | (1,953 | ) | — | (4,205 | ) | — | |||||||||||||
Income (loss) from continuing operations | (20,784 | ) | 6,664 | (1,862 | ) | (4,205 | ) | (20,187 | ) | |||||||||||
Income (loss) from discontinued operations, net of tax | — | 332 | (984 | ) | — | (652 | ) | |||||||||||||
Gain on sale of discontinued operations, net of tax | 488 | — | 55 | — | 543 | |||||||||||||||
Net income (loss) | (20,296 | ) | 6,996 | (2,791 | ) | (4,205 | ) | (20,296 | ) | |||||||||||
Other comprehensive loss, net of tax, attributable to Dean Foods Company | (25,424 | ) | (1,567 | ) | (802 | ) | — | (27,793 | ) | |||||||||||
Comprehensive income (loss) attributable to Dean Foods Company | $ | (45,720 | ) | $ | 5,429 | $ | (3,593 | ) | $ | (4,205 | ) | $ | (48,089 | ) | ||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) for | ||||||||||||||||||||
the Year Ended December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 9,002,872 | $ | 13,449 | $ | — | $ | 9,016,321 | ||||||||||
Cost of sales | — | 7,151,985 | 9,749 | — | 7,161,734 | |||||||||||||||
Gross profit | — | 1,850,887 | 3,700 | — | 1,854,587 | |||||||||||||||
Selling and distribution | — | 1,336,319 | 1,426 | — | 1,337,745 | |||||||||||||||
General and administrative | 2,301 | 306,367 | 1,785 | — | 310,453 | |||||||||||||||
Amortization of intangibles | — | 3,669 | — | — | 3,669 | |||||||||||||||
Facility closing and reorganization costs | — | 27,008 | — | — | 27,008 | |||||||||||||||
Litigation settlement | (1,019 | ) | — | — | — | (1,019 | ) | |||||||||||||
Impairment of long-lived assets | — | 40,027 | 3,414 | — | 43,441 | |||||||||||||||
Other operating loss | 290 | 2,204 | — | — | 2,494 | |||||||||||||||
Interest expense | 184,472 | 11,945 | 4,141 | — | 200,558 | |||||||||||||||
Loss on early retirement of debt | 63,387 | — | — | — | 63,387 | |||||||||||||||
Gain on disposition of WhiteWave common stock | (415,783 | ) | — | — | — | (415,783 | ) | |||||||||||||
Other (income) expense, net | (2,300 | ) | 3,269 | (1,369 | ) | — | (400 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries | 168,652 | 120,079 | (5,697 | ) | — | 283,034 | ||||||||||||||
Income tax expense (benefit) | (99,908 | ) | 61,829 | (4,246 | ) | — | (42,325 | ) | ||||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | 268,560 | 58,250 | (1,451 | ) | — | 325,359 | ||||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 544,618 | (2,035 | ) | — | (542,583 | ) | — | |||||||||||||
Income (loss) from continuing operations | 813,178 | 56,215 | (1,451 | ) | (542,583 | ) | 325,359 | |||||||||||||
Income from discontinued operations, net of tax | — | — | 2,803 | — | 2,803 | |||||||||||||||
Gain (loss) on sale of discontinued operations, net of tax | — | 491,200 | (5 | ) | — | 491,195 | ||||||||||||||
Net income | 813,178 | 547,415 | 1,347 | (542,583 | ) | 819,357 | ||||||||||||||
Net loss attributable to non-controlling interest | — | — | (6,179 | ) | — | (6,179 | ) | |||||||||||||
Net income (loss) attributable to Dean Foods Company | 813,178 | 547,415 | (4,832 | ) | (542,583 | ) | 813,178 | |||||||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | 100,488 | 4,204 | (8,323 | ) | — | 96,369 | ||||||||||||||
Comprehensive income (loss) attributable to Dean Foods Company | $ | 913,666 | $ | 551,619 | $ | (13,155 | ) | $ | (542,583 | ) | $ | 909,547 | ||||||||
Condensed Consolidating Statement of Comprehensive Income for | ||||||||||||||||||||
the Year Ended December 31, 2012 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 9,262,725 | $ | 11,937 | $ | — | $ | 9,274,662 | ||||||||||
Cost of sales | — | 7,170,595 | 8,808 | — | 7,179,403 | |||||||||||||||
Gross profit | — | 2,092,130 | 3,129 | — | 2,095,259 | |||||||||||||||
Selling and distribution | — | 1,418,615 | 916 | — | 1,419,531 | |||||||||||||||
General and administrative | 8,847 | 402,518 | 1,592 | — | 412,957 | |||||||||||||||
Amortization of intangibles | — | 3,758 | — | — | 3,758 | |||||||||||||||
Facility closing and reorganization costs | — | 55,787 | — | — | 55,787 | |||||||||||||||
Other operating (income) loss | 574 | — | (58,033 | ) | — | (57,459 | ) | |||||||||||||
Interest expense | 131,714 | 11,744 | 7,131 | — | 150,589 | |||||||||||||||
Other (income) expense, net | (8,163 | ) | (44,551 | ) | 51,050 | — | (1,664 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes and equity in loss of subsidiaries | (132,972 | ) | 244,259 | 473 | — | 111,760 | ||||||||||||||
Income tax expense (benefit) | (46,699 | ) | 94,725 | 39,919 | — | 87,945 | ||||||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | (86,273 | ) | 149,534 | (39,446 | ) | — | 23,815 | |||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 247,355 | (1,759 | ) | — | (245,596 | ) | — | |||||||||||||
Income (loss) from continuing operations | 161,082 | 147,775 | (39,446 | ) | (245,596 | ) | 23,815 | |||||||||||||
Income from discontinued operations, net of tax | — | — | 139,279 | — | 139,279 | |||||||||||||||
Gain (loss) on sale of discontinued operations, net of tax | (2,460 | ) | — | 407 | — | (2,053 | ) | |||||||||||||
Net income | 158,622 | 147,775 | 100,240 | (245,596 | ) | 161,041 | ||||||||||||||
Net loss attributable to non-controlling interest | — | — | (2,419 | ) | — | (2,419 | ) | |||||||||||||
Net income attributable to Dean Foods Company | 158,622 | 147,775 | 97,821 | (245,596 | ) | 158,622 | ||||||||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | 2,002 | (1,495 | ) | 7,960 | — | 8,467 | ||||||||||||||
Comprehensive income attributable to Dean Foods Company | $ | 160,624 | $ | 146,280 | $ | 105,781 | $ | (245,596 | ) | $ | 167,089 | |||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows for | ||||||||||||||||||||
the Year Ended December 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | (60,367 | ) | 206,982 | 6,331 | 152,946 | |||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | — | (149,421 | ) | — | (149,421 | ) | ||||||||||||||
Proceeds from sale of fixed assets | — | 27,629 | — | 27,629 | ||||||||||||||||
Net cash used in investing activities | — | (121,792 | ) | — | (121,792 | ) | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | — | (668 | ) | — | (668 | ) | ||||||||||||||
Early retirement of debt | (23,812 | ) | — | — | (23,812 | ) | ||||||||||||||
Premiums paid on early retirement of debt | (1,161 | ) | — | — | (1,161 | ) | ||||||||||||||
Proceeds from senior secured revolver | 2,277,297 | — | — | 2,277,297 | ||||||||||||||||
Payments for senior secured revolver | (2,257,246 | ) | — | — | (2,257,246 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 2,656,000 | 2,656,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (2,634,000 | ) | (2,634,000 | ) | ||||||||||||||
Common stock repurchase | (25,000 | ) | — | — | (25,000 | ) | ||||||||||||||
Cash dividend paid | (26,232 | ) | — | — | (26,232 | ) | ||||||||||||||
Payment of financing costs | (1,552 | ) | — | (1,735 | ) | (3,287 | ) | |||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | 7,861 | — | — | 7,861 | ||||||||||||||||
Tax savings on share-based compensation | 360 | — | — | 360 | ||||||||||||||||
Net change in intercompany balances | 120,800 | (94,929 | ) | (25,871 | ) | — | ||||||||||||||
Net cash provided by (used in) financing activities | 71,315 | (95,597 | ) | (5,606 | ) | (29,888 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (1,666 | ) | (1,666 | ) | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 10,948 | (10,407 | ) | (941 | ) | (400 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | (12,289 | ) | 17,433 | 11,618 | 16,762 | |||||||||||||||
Cash and cash equivalents, end of period | $ | (1,341 | ) | $ | 7,026 | $ | 10,677 | $ | 16,362 | |||||||||||
Condensed Consolidating Statement of Cash Flows for | ||||||||||||||||||||
the Year Ended December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities — continuing operations | $ | (550,566 | ) | $ | 161,706 | $ | 58,133 | $ | (330,727 | ) | ||||||||||
Net cash provided by operating activities — discontinued operations | — | — | 14,086 | 14,086 | ||||||||||||||||
Net cash provided by (used in) operating activities | (550,566 | ) | 161,706 | 72,219 | (316,641 | ) | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | — | (175,163 | ) | — | (175,163 | ) | ||||||||||||||
Proceeds from sale of fixed assets | — | 9,940 | — | 9,940 | ||||||||||||||||
Net cash used in investing activities — continuing operations | — | (165,223 | ) | — | (165,223 | ) | ||||||||||||||
Net cash provided by (used in) investing activities — discontinued operations | 1,441,322 | — | (37,828 | ) | 1,403,494 | |||||||||||||||
Net cash provided by (used in) investing activities | 1,441,322 | (165,223 | ) | (37,828 | ) | 1,238,271 | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | (1,027,198 | ) | (218 | ) | — | (1,027,416 | ) | |||||||||||||
Early retirement of debt | (400,000 | ) | — | — | (400,000 | ) | ||||||||||||||
Premiums paid on early retirement of debt | (57,243 | ) | — | — | (57,243 | ) | ||||||||||||||
Proceeds from senior secured revolver | 1,043,700 | — | — | 1,043,700 | ||||||||||||||||
Payments for senior secured revolver | (1,258,450 | ) | — | — | (1,258,450 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 908,000 | 908,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (695,000 | ) | (695,000 | ) | ||||||||||||||
Proceeds from short-term credit facility | 626,750 | — | — | 626,750 | ||||||||||||||||
Payments for short-term credit facility | (37,521 | ) | — | — | (37,521 | ) | ||||||||||||||
Payment of financing costs | (6,197 | ) | — | — | (6,197 | ) | ||||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | 23,481 | — | — | 23,481 | ||||||||||||||||
Tax savings on share-based compensation | 1,954 | — | — | 1,954 | ||||||||||||||||
Net change in intercompany balances | 172,437 | 21,166 | (193,603 | ) | — | |||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (918,287 | ) | 20,948 | 19,397 | (877,942 | ) | ||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | (51,584 | ) | (51,584 | ) | ||||||||||||||
Net cash provided by (used in) financing activities | (918,287 | ) | 20,948 | (32,187 | ) | (929,526 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | 2 | (1 | ) | 1 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | (27,531 | ) | 17,433 | 2,203 | (7,895 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 15,242 | — | 9,415 | 24,657 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | (12,289 | ) | $ | 17,433 | $ | 11,618 | $ | 16,762 | |||||||||||
Condensed Consolidating Statement of Cash Flows for | ||||||||||||||||||||
the Year Ended December 31, 2012 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities — continuing operations | $ | (88,002 | ) | $ | 304,686 | $ | (11,805 | ) | $ | — | $ | 204,879 | ||||||||
Net cash provided by operating activities — discontinued operations | — | — | 277,539 | — | 277,539 | |||||||||||||||
Net cash provided by (used in) operating activities | (88,002 | ) | 304,686 | 265,734 | — | 482,418 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | (1,564 | ) | (122,328 | ) | — | — | (123,892 | ) | ||||||||||||
Proceeds from intercompany note | 1,155,000 | — | — | (1,155,000 | ) | — | ||||||||||||||
Proceeds from insurance and other recoveries | 3,075 | — | — | — | 3,075 | |||||||||||||||
Proceeds from dividend | — | — | 70,000 | (70,000 | ) | — | ||||||||||||||
Proceeds from divestitures | — | 58,034 | — | — | 58,034 | |||||||||||||||
Other, net | — | (253 | ) | — | — | (253 | ) | |||||||||||||
Proceeds from sale of fixed assets | — | 12,962 | — | — | 12,962 | |||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | 1,156,511 | (51,585 | ) | 70,000 | (1,225,000 | ) | (50,074 | ) | ||||||||||||
Net cash used in investing activities — discontinued operations | — | — | (124,104 | ) | — | (124,104 | ) | |||||||||||||
Net cash provided by (used in) investing activities | 1,156,511 | (51,585 | ) | (54,104 | ) | (1,225,000 | ) | (174,178 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | (1,350,263 | ) | (12 | ) | — | — | (1,350,275 | ) | ||||||||||||
Proceeds from senior secured revolver | 2,481,800 | — | — | — | 2,481,800 | |||||||||||||||
Payments for senior secured revolver | (2,316,500 | ) | — | — | — | (2,316,500 | ) | |||||||||||||
Proceeds from receivables-backed facility | — | — | 2,683,816 | — | 2,683,816 | |||||||||||||||
Payments for receivables-backed facility | — | — | (2,906,311 | ) | — | (2,906,311 | ) | |||||||||||||
Repayment of intercompany note | — | — | (1,155,000 | ) | 1,155,000 | — | ||||||||||||||
Payment of intercompany dividend | — | — | (70,000 | ) | 70,000 | — | ||||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | 6,434 | — | — | — | 6,434 | |||||||||||||||
Tax savings on share-based compensation | 571 | — | — | — | 571 | |||||||||||||||
Net change in intercompany balances | 121,630 | (259,797 | ) | 138,167 | — | — | ||||||||||||||
Net cash used in financing activities — continuing operations | (1,056,328 | ) | (259,809 | ) | (1,309,328 | ) | 1,225,000 | (1,400,465 | ) | |||||||||||
Net cash provided by financing activities — discontinued operations | — | — | 1,098,002 | — | 1,098,002 | |||||||||||||||
Net cash used in financing activities | (1,056,328 | ) | (259,809 | ) | (211,326 | ) | 1,225,000 | (302,463 | ) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 733 | — | 733 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | 12,181 | (6,708 | ) | 1,037 | — | 6,510 | ||||||||||||||
Cash and cash equivalents, beginning of period | 3,061 | 6,708 | 8,378 | — | 18,147 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 15,242 | $ | — | $ | 9,415 | $ | — | $ | 24,657 | ||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||
Derivatives Recorded at Fair Value in Unaudited Condensed Consolidated Balance Sheets | As of December 31, 2014 and 2013, our derivatives recorded at fair value in our Consolidated Balance Sheets were: | |||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Derivatives designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | — | 714 | — | 204 | ||||||||||||
Derivatives not designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | 2 | 255 | 4,392 | 114 | ||||||||||||
Total derivatives | $ | 2 | $ | 969 | $ | 4,392 | $ | 318 | ||||||||
-1 | Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date were included in other current assets and accounts payable and accrued expenses, respectively, in our Consolidated Balance Sheets. | |||||||||||||||
Gains and Losses on Derivatives Designated as Cash Flow Hedges | Gains and losses on derivatives designated as cash flow hedges reclassified from accumulated other comprehensive income into income were as follows (in thousands): | |||||||||||||||
Year Ended December 31 | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Losses on interest rate swap contracts(1) | $ | 94,832 | $ | 38,607 | ||||||||||||
(Gains)/losses on commodities contracts(2) | 1,046 | 2,916 | ||||||||||||||
(Gains)/losses on foreign currency contracts(3) | (78 | ) | (320 | ) | ||||||||||||
-1 | Recorded in interest expense in our Consolidated Statements of Operations. | |||||||||||||||
-2 | Recorded in selling and distribution or cost of sales, depending on commodity type, in our Consolidated Statements of Operations. | |||||||||||||||
-3 | Recorded in cost of sales in our Consolidated Statements of Operations. | |||||||||||||||
Summary of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis | A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 is as follows (in thousands): | |||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of | ||||||||||||||||
December 31, 2014 | ||||||||||||||||
Asset — Commodities contracts | $ | 2 | $ | — | $ | 2 | $ | — | ||||||||
Liability — Commodities contracts | 4,392 | — | 4,392 | — | ||||||||||||
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 is as follows (in thousands): | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Asset — Commodities contracts | 969 | — | 969 | — | ||||||||||||
Liability — Commodities contracts | 318 | — | 318 | — | ||||||||||||
Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes | The following table presents the carrying values and fair values of our senior and subsidiary senior notes at December 31: | |||||||||||||||
2014 | 2013 | |||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Subsidiary senior notes due 2017 | $ | 134,913 | $ | 151,230 | $ | 132,808 | $ | 153,005 | ||||||||
Dean Foods Company senior notes due 2016 | 475,819 | 507,140 | 475,579 | 527,378 | ||||||||||||
Dean Foods Company senior notes due 2018 | — | — | 23,812 | 26,908 | ||||||||||||
Summary of SERP Assets Measured at Fair Value on Recurring Basis | The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2014 (in thousands): | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 12 | $ | — | $ | 12 | $ | — | ||||||||
Mutual funds | 1,929 | — | 1,929 | — | ||||||||||||
The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 5 | $ | — | $ | 5 | $ | — | ||||||||
Mutual funds | 2,103 | — | 2,103 | — | ||||||||||||
Common_Stock_and_ShareBased_Co1
Common Stock and Share-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||
Share repurchase activity | We made no share repurchases during the year ended December 31, 2013. The following table summarizes the share repurchase activity for 2014 (in thousands, except per share data): | |||||||||||||||
2014 | ||||||||||||||||
Number of shares repurchased | 1,727 | |||||||||||||||
Weighted average purchase price per share | $14.45 | |||||||||||||||
Amount of share repurchases | $ | 25,000 | ||||||||||||||
Weighted Average Assumptions Used to Estimate Fair Value of Grants Issued | The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model, using the following assumptions: | |||||||||||||||
Year Ended December 31 | ||||||||||||||||
2012 | ||||||||||||||||
Expected volatility | 44 | % | ||||||||||||||
Expected dividend yield | — | % | ||||||||||||||
Expected option term | 5 years | |||||||||||||||
Risk-free rate of return | 0.62 to 0.89 | |||||||||||||||
Summary of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2014: | |||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Contractual Life | Value | ||||||||||||||
Options outstanding at January 1, 2014 | 5,055,035 | $ | 19.35 | |||||||||||||
Forfeited and canceled | (625,789 | ) | 20.84 | |||||||||||||
Exercised | (737,679 | ) | 14.16 | |||||||||||||
Options outstanding at December 31, 2014 | 3,691,567 | 20.13 | 2.85 | $ | 3,662,586 | |||||||||||
Options vested and expected to vest at December 31, 2014 | 3,691,323 | 20.13 | 2.85 | $ | 3,661,193 | |||||||||||
Options exercisable at December 31, 2013 | 4,721,948 | 19.98 | ||||||||||||||
Options exercisable at December 31, 2014 | 3,605,028 | 20.35 | 2.75 | $ | 3,127,851 | |||||||||||
-1 | Pursuant to the terms or our stock option plans, options that are forfeited or canceled may be available for future grants. Effective May 15, 2013, any stock options surrendered or canceled in satisfaction of participants' exercise proceeds or tax withholding obligation will no longer become available for future grants under the plans. | |||||||||||||||
Summary of Options Outstanding and Exercisable | The following table summarizes information about options outstanding and exercisable at December 31, 2014: | |||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Range of | Number | Weighted- | Weighted- | Number | Weighted- | |||||||||||
Exercise Prices | Outstanding | Average | Average | Exercisable | Average | |||||||||||
Remaining | Exercise Price | Exercise Price | ||||||||||||||
Contractual Life | ||||||||||||||||
$8.96 to $10.44 | 391,189 | 6.75 | $ | 9.86 | 316,998 | $ | 9.86 | |||||||||
12.60 to 16.98 | 336,156 | 3.6 | 14.37 | 323,808 | 14.41 | |||||||||||
17.36 | 570,655 | 3.88 | 17.36 | 570,655 | 17.36 | |||||||||||
17.48 to 21.90 | 207,373 | 1.28 | 21.04 | 207,373 | 21.04 | |||||||||||
21.96 | 436,780 | 2.89 | 21.96 | 436,780 | 21.96 | |||||||||||
22.22 | 825,497 | 1.01 | 22.22 | 825,497 | 22.22 | |||||||||||
23.08 to 25.18 | 265,438 | 2.82 | 23.19 | 265,438 | 23.19 | |||||||||||
26.06 | 574,343 | 2.01 | 26.06 | 574,343 | 26.06 | |||||||||||
26.52 to 27.58 | 74,800 | 2.4 | 27.26 | 74,800 | 27.26 | |||||||||||
27.6 | 9,336 | 2.38 | 27.6 | 9,336 | 27.6 | |||||||||||
Additional Information on Stock Option Activity | The following table summarizes additional information regarding our stock option activity (in thousands, except per share amounts): | |||||||||||||||
Year Ended December 31 | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Weighted-average per share grant date fair value of options granted | $ | — | $ | — | $ | 5.44 | ||||||||||
Intrinsic value of options exercised | 2,078 | 9,540 | 6,084 | |||||||||||||
Fair value of shares vested | 4,717 | 4,084 | 12,580 | |||||||||||||
Tax benefit related to stock option expense | 169 | 2,534 | 2,661 | |||||||||||||
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during the year ended December 31, 2014: | |||||||||||||||
Employees | Directors (1) | Total | ||||||||||||||
RSUs outstanding January 1, 2014 | 680,017 | 96,273 | 776,290 | |||||||||||||
RSUs issued | 690,239 | 59,367 | 749,606 | |||||||||||||
Shares issued upon vesting | (219,278 | ) | (42,281 | ) | (261,559 | ) | ||||||||||
RSUs canceled or forfeited(2) | (252,428 | ) | (780 | ) | (253,208 | ) | ||||||||||
RSUs outstanding at December 31, 2014 | 898,550 | 112,579 | 1,011,129 | |||||||||||||
Weighted-average per share grant date fair value | $ | 14.67 | $ | 13.75 | $ | 14.57 | ||||||||||
-1 | Directors' stock units include Restricted Stock Awards ("RSAs"), which participate in declared dividends. | |||||||||||||||
-2 | Pursuant to the terms of our stock unit plans, employees have the option of forfeiting stock units to cover their minimum statutory tax withholding when shares are issued. Any stock units surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans. | |||||||||||||||
Stock Unit Grants and Stock Unit Expense | The following table summarizes information about our RSU grants and RSU expense during the years ended December 31, 2014, 2013 and 2012 (in thousands, except per share amounts): | |||||||||||||||
Year Ended December 31 | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Weighted-average grant date fair value of RSUs granted | $ | 14.62 | $ | 15.45 | $ | 12.01 | ||||||||||
Tax benefit related to RSU expense | 990 | 1,493 | 3,904 | |||||||||||||
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity during the year ended December 31, 2014: | |||||||||||||||
Shares | Weighted- | |||||||||||||||
Average Grant | ||||||||||||||||
Date Fair Value | ||||||||||||||||
Unvested at January 1, 2014 | 24,199 | $ | 22.76 | |||||||||||||
Restricted shares granted | 40,036 | 16.27 | ||||||||||||||
Restricted shares vested | (25,001 | ) | 20.26 | |||||||||||||
Restricted shares forfeited | — | — | ||||||||||||||
Unvested at December 31, 2014 | 39,234 | 17.82 | ||||||||||||||
Summary of Phantom Share Activity | The following table summarizes the phantom share activity during the year ended December 31, 2014: | |||||||||||||||
Shares | Weighted- | |||||||||||||||
Average Grant | ||||||||||||||||
Date Fair Value | ||||||||||||||||
Outstanding at January 1, 2014 | 1,111,059 | $ | 17.72 | |||||||||||||
Granted | 587,092 | 14.25 | ||||||||||||||
Converted/paid | (548,088 | ) | 17.71 | |||||||||||||
Forfeited | (113,732 | ) | 16.4 | |||||||||||||
Outstanding at December 31, 2014 | 1,036,331 | 15.91 | ||||||||||||||
Summary of Share-Based Compensation Expense Recognized | The following table summarizes the share-based compensation expense related to Dean Foods equity-based awards recognized during the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||||||
Year Ended December 31 | ||||||||||||||||
2014 | 2013 | 2012(1) | ||||||||||||||
Stock Options | $ | 438 | $ | 6,520 | -2 | $ | 7,061 | |||||||||
Stock Units | 4,521 | 5,114 | -2 | 11,688 | ||||||||||||
Cash Performance Units | — | -3 | — | -3 | 331 | |||||||||||
Phantom Shares | 7,317 | 7,654 | 8,383 | |||||||||||||
Total | 12,276 | 19,288 | 27,463 | |||||||||||||
-1 | During the second quarter of 2012, we recorded additional compensation expense of $12.1 million related to employees whose equity-based long-term incentive awards are subject to certain accelerated vesting provisions, based on age and years of service, as a result of amendments to our incentive award agreements that were approved during 2010. The portion of the additional expense pertaining to prior periods was immaterial. | |||||||||||||||
-2 | The share-based compensation expense recorded during the year ended December 31, 2013 includes additional compensation expense of $5.7 million for stock options and $1.0 million for stock units related to the equity conversion described more fully above. | |||||||||||||||
-3 | As described above, the performance metric for the CPU awards granted in 2013 and 2014 is Bank EBITDA and accordingly the expense related to such awards during the year ended December 31, 2013 and 2014, which was not material, has been excluded from the table above. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share | The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings (loss) per share: | |||||||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands, except share data) | ||||||||||||
Basic earnings (loss) per share computation: | ||||||||||||
Numerator: | ||||||||||||
Income (loss) from continuing operations | $ | (20,187 | ) | $ | 325,359 | $ | 23,815 | |||||
Denominator: | ||||||||||||
Average common shares | 93,916,656 | 93,785,611 | 92,375,378 | |||||||||
Basic earnings (loss) per share from continuing operations | $ | (0.22 | ) | $ | 3.47 | $ | 0.26 | |||||
Diluted earnings (loss) per share computation: | ||||||||||||
Numerator: | ||||||||||||
Income (loss) from continuing operations | $ | (20,187 | ) | $ | 325,359 | $ | 23,815 | |||||
Denominator: | ||||||||||||
Average common shares — basic | 93,916,656 | 93,785,611 | 92,375,378 | |||||||||
Stock option conversion(1) | — | 670,485 | 245,911 | |||||||||
Stock units(2) | — | 340,140 | 444,623 | |||||||||
Average common shares — diluted | 93,916,656 | 94,796,236 | 93,065,912 | |||||||||
Diluted earnings (loss) per share from continuing operations | $ | (0.22 | ) | $ | 3.43 | $ | 0.26 | |||||
(1) Anti-dilutive options excluded | 3,840,637 | 3,554,064 | 7,099,437 | |||||||||
(2) Anti-dilutive stock units excluded | 312,971 | 7,071 | 8,192 | |||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax | The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year ended December 31, 2014 were as follows (in thousands): | |||||||||||||||||||
Gains/Losses on | Pension and Other Postretirement Benefits Items | Foreign Currency | Total | |||||||||||||||||
Cash Flow Hedges | Items | |||||||||||||||||||
Balance, December 31, 2013 | $ | 423 | $ | (57,224 | ) | $ | (389 | ) | $ | (57,190 | ) | |||||||||
Other comprehensive loss before reclassifications | (116 | ) | (22,946 | ) | (802 | ) | (23,864 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income | (220 | ) | (1) | (3,709 | ) | (2) | — | (3,929 | ) | |||||||||||
Net current-period other comprehensive loss | (336 | ) | (26,655 | ) | (802 | ) | (27,793 | ) | ||||||||||||
Balance, December 31, 2014 | $ | 87 | $ | (83,879 | ) | $ | (1,191 | ) | $ | (84,983 | ) | |||||||||
-1 | The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See Note 11. | |||||||||||||||||||
-2 | The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Notes 15 and 16. | |||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year ended December 31, 2013 were as follows (in thousands): | ||||||||||||||||||||
Gains/Losses on | Pension and Other Postretirement Benefits Items | Foreign Currency | Total | Non-Controlling | ||||||||||||||||
Cash Flow Hedges | Items | Interest | ||||||||||||||||||
Balance, December 31, 2012 | $ | (58,452 | ) | $ | (105,845 | ) | $ | (22,287 | ) | $ | (186,584 | ) | $ | (3,683 | ) | |||||
Other comprehensive loss before reclassifications | (91 | ) | 56,541 | (9,393 | ) | 47,057 | (1,378 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income | 58,784 | (1) | (9,472 | ) | (2) | — | 49,312 | (6 | ) | |||||||||||
Net current-period other comprehensive loss | 58,693 | 47,069 | (9,393 | ) | 96,369 | (1,384 | ) | |||||||||||||
Spin-Off of WhiteWave | 182 | 1,552 | 31,291 | 33,025 | 5,067 | |||||||||||||||
Balance, December 31, 2013 | $ | 423 | $ | (57,224 | ) | $ | (389 | ) | $ | (57,190 | ) | $ | — | |||||||
-1 | The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See Note 11. | |||||||||||||||||||
-2 | The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Notes 15 and 16. |
Employee_Retirement_and_Profit1
Employee Retirement and Profit Sharing Plans (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||||
Estimated Pension Plan Benefit Payments to Participants for Next Ten Years | stimated pension plan benefit payments to participants for the next ten years are as follows: | |||||||||||||||||
2015 | $ | 18.2 | million | |||||||||||||||
2016 | 18.5 | million | ||||||||||||||||
2017 | 19.1 | million | ||||||||||||||||
2018 | 19.6 | million | ||||||||||||||||
2019 | 19.8 | million | ||||||||||||||||
Next five years | 105.7 | million | ||||||||||||||||
Estimated postretirement health care plan benefit payments for the next ten years are as follows: | ||||||||||||||||||
2015 | $ | 2.6 | million | |||||||||||||||
2016 | 2.6 | million | ||||||||||||||||
2017 | 2.6 | million | ||||||||||||||||
2018 | 2.6 | million | ||||||||||||||||
2019 | 2.8 | million | ||||||||||||||||
Next five years | 14.6 | million | ||||||||||||||||
Funded Status of Plans | The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2014 and 2013, and the funded status of the plans at December 31, 2014 and 2013 is as follows: | |||||||||||||||||
December 31 | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Change in benefit obligation: | ||||||||||||||||||
Benefit obligation at beginning of year | $ | 293,850 | $ | 347,798 | ||||||||||||||
Service cost | 3,081 | 3,692 | ||||||||||||||||
Interest cost | 13,979 | 12,496 | ||||||||||||||||
Plan participants’ contributions | 13 | 12 | ||||||||||||||||
Plan amendments | (411 | ) | — | |||||||||||||||
Actuarial (gain) loss | 57,716 | (45,076 | ) | |||||||||||||||
Benefits paid | (22,462 | ) | (25,072 | ) | ||||||||||||||
Benefit obligation at end of year | 345,766 | 293,850 | ||||||||||||||||
Change in plan assets: | ||||||||||||||||||
Fair value of plan assets at beginning of year | 270,123 | 251,094 | ||||||||||||||||
Actual return on plan assets | 28,980 | 32,558 | ||||||||||||||||
Employer contributions | 14,338 | 11,531 | ||||||||||||||||
Plan participants’ contributions | 13 | 12 | ||||||||||||||||
Benefits paid | (22,462 | ) | (25,072 | ) | ||||||||||||||
Plan settlements | (1,466 | ) | — | |||||||||||||||
Fair value of plan assets at end of year | 289,526 | 270,123 | ||||||||||||||||
Funded status at end of year | $ | (56,240 | ) | $ | (23,727 | ) | ||||||||||||
The following table sets forth the funded status of these plans: | ||||||||||||||||||
December 31 | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Change in benefit obligation: | ||||||||||||||||||
Benefit obligation at beginning of year | $ | 37,230 | $ | 37,428 | ||||||||||||||
Service cost | 824 | 816 | ||||||||||||||||
Interest cost | 1,663 | 1,223 | ||||||||||||||||
Employee contributions | 380 | 415 | ||||||||||||||||
Actuarial (gain) loss | 895 | (1,102 | ) | |||||||||||||||
Benefits paid | (1,866 | ) | (1,550 | ) | ||||||||||||||
Benefit obligation at end of year | 39,126 | 37,230 | ||||||||||||||||
Fair value of plan assets at end of year | — | — | ||||||||||||||||
Funded status | $ | (39,126 | ) | $ | (37,230 | ) | ||||||||||||
Retirement and Profit Sharing Plan Expenses | During 2014, 2013 and 2012, our retirement and profit sharing plan expenses were as follows: | |||||||||||||||||
Year Ended December 31 | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
(In thousands) | ||||||||||||||||||
Defined benefit plans | $ | 4,729 | $ | 10,400 | $ | 12,969 | ||||||||||||
Defined contribution plans | 16,503 | 17,619 | 17,637 | |||||||||||||||
Multiemployer pension and certain union plans | 28,933 | 29,148 | 27,016 | |||||||||||||||
Total | $ | 50,165 | $ | 57,167 | $ | 57,622 | ||||||||||||
Summary of Assumptions Used to Determine Benefit Obligations | A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2014 and 2013 follows: | |||||||||||||||||
December 31 | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Weighted average discount rate | 4.08 | % | 4.9 | % | ||||||||||||||
Rate of compensation increase | 4 | % | 4 | % | ||||||||||||||
Summary of Assumptions Used to Determine Net Periodic Benefit Cost | A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2014, 2013 and 2012 follows: | |||||||||||||||||
Year Ended December 31 | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Weighted average discount rate | 4.9 | % | 3.7 | % | 4.5 | % | ||||||||||||
Expected return on plan assets | 7 | % | 7.5 | % | 7.67 | % | ||||||||||||
Rate of compensation increase | 4 | % | 4 | % | 4 | % | ||||||||||||
Net Periodic Benefit Cost | ||||||||||||||||||
Year Ended December 31 | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
(In thousands) | ||||||||||||||||||
Components of net periodic benefit cost: | ||||||||||||||||||
Service cost | $ | 3,081 | $ | 3,692 | $ | 3,068 | ||||||||||||
Interest cost | 13,979 | 12,496 | 14,001 | |||||||||||||||
Expected return on plan assets | (18,761 | ) | (18,531 | ) | (17,413 | ) | ||||||||||||
Amortizations: | ||||||||||||||||||
Unrecognized transition obligation | — | — | 112 | |||||||||||||||
Prior service cost | 787 | 791 | 759 | |||||||||||||||
Unrecognized net loss | 5,105 | 11,759 | 11,667 | |||||||||||||||
Effect of settlement | 538 | (136 | ) | — | ||||||||||||||
Other | — | 329 | 774 | |||||||||||||||
Net periodic benefit cost | $ | 4,729 | $ | 10,400 | $ | 12,968 | ||||||||||||
Year Ended December 31 | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
(In thousands) | ||||||||||||||||||
Components of net periodic benefit cost: | ||||||||||||||||||
Service and interest cost | $ | 2,487 | $ | 2,039 | $ | 1,939 | ||||||||||||
Amortizations: | ||||||||||||||||||
Prior service cost | 65 | 26 | 26 | |||||||||||||||
Unrecognized net loss | 75 | 298 | 129 | |||||||||||||||
Other | 98 | 2,286 | 1,868 | |||||||||||||||
Net periodic benefit cost | $ | 2,725 | $ | 4,649 | $ | 3,962 | ||||||||||||
Pension Plans With an Accumulated Benefit Obligation in Excess of Plan Assets | Pension plans with an accumulated benefit obligation in excess of plan assets follows: | |||||||||||||||||
December 31 | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
(In millions) | ||||||||||||||||||
Projected benefit obligation | $ | 345.8 | $ | 282.6 | ||||||||||||||
Accumulated benefit obligation | 341.3 | 279.4 | ||||||||||||||||
Fair value of plan assets | 289.5 | 258.3 | ||||||||||||||||
Fair Values by Category of Inputs | The fair values by category of inputs as of December 31, 2014 were as follows (in thousands): | |||||||||||||||||
Fair Value as of | Level 1 | Level 2 | Level 3 | |||||||||||||||
December 31, 2014 | ||||||||||||||||||
Equity Securities: | ||||||||||||||||||
Common Stock | $ | 210 | $ | 210 | $ | — | $ | — | ||||||||||
Index Funds: | ||||||||||||||||||
U.S. Equities(a) | 135,726 | — | 135,726 | — | ||||||||||||||
International Equities | — | — | — | — | ||||||||||||||
Equity Funds(b) | 8,101 | — | 8,101 | — | ||||||||||||||
Total Equity Securities | 144,037 | 210 | 143,827 | — | ||||||||||||||
Fixed Income: | ||||||||||||||||||
Bond Funds(c) | 140,714 | — | 140,714 | — | ||||||||||||||
Diversified Funds(d) | 2,921 | — | — | 2,921 | ||||||||||||||
Total Fixed Income | 143,635 | — | 140,714 | 2,921 | ||||||||||||||
Cash Equivalents: | ||||||||||||||||||
Short-term Investment Funds(e) | 2,507 | — | 2,507 | |||||||||||||||
Total Cash Equivalents | 2,507 | — | 2,507 | |||||||||||||||
Other Investments: | ||||||||||||||||||
Partnerships/Joint Ventures(f) | 567 | — | — | 567 | ||||||||||||||
Total Other Investments | 567 | — | — | 567 | ||||||||||||||
Total | $ | 290,746 | $ | 210 | $ | 287,048 | $ | 3,488 | ||||||||||
(a) | Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. | |||||||||||||||||
(b) | Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% in international stocks. | |||||||||||||||||
(c) | Represents investments primarily in US dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities. | |||||||||||||||||
(d) | Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. | |||||||||||||||||
(e) | Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. | |||||||||||||||||
(f) | The majority of the total partnership balance is a partnership comprised of a portfolio of two limited partnership funds that invest in public and private equity. | |||||||||||||||||
The fair values by category of inputs as of December 31, 2013 were as follows (in thousands): | ||||||||||||||||||
Fair Value as of | Level 1 | Level 2 | Level 3 | |||||||||||||||
December 31, 2013 | ||||||||||||||||||
Equity Securities: | ||||||||||||||||||
Common Stock | $ | 177 | $ | 177 | $ | — | $ | — | ||||||||||
Index Funds: | ||||||||||||||||||
U.S. Equities(a) | 133,763 | — | 133,763 | — | ||||||||||||||
International Equities(b) | 27,571 | — | 27,571 | — | ||||||||||||||
Equity Funds(c) | 8,712 | — | 8,712 | — | ||||||||||||||
Total Equity Securities | 170,223 | 177 | 170,046 | — | ||||||||||||||
Fixed Income: | ||||||||||||||||||
Bond Funds(d) | 92,103 | — | 92,103 | — | ||||||||||||||
Diversified Funds(e) | 3,093 | — | — | 3,093 | ||||||||||||||
Total Fixed Income | 95,196 | — | 92,103 | 3,093 | ||||||||||||||
Cash Equivalents: | ||||||||||||||||||
Short-term Investment Funds(f) | 3,840 | — | 3,840 | — | ||||||||||||||
Total Cash Equivalents | 3,840 | — | 3,840 | — | ||||||||||||||
Other Investments: | ||||||||||||||||||
Partnerships/Joint Ventures(g) | 864 | — | — | 864 | ||||||||||||||
Total Other Investments | 864 | — | — | 864 | ||||||||||||||
Total | $ | 270,123 | $ | 177 | $ | 265,989 | $ | 3,957 | ||||||||||
(a) | Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. | |||||||||||||||||
(b) | Represents a pooled/separate account that tracks the MSCI EAFE Index. | |||||||||||||||||
(c) | Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% in international stocks. | |||||||||||||||||
(d) | Represents a pooled/separate account which tracks the overall performance of the Barclays Capital Long Term Government/Credit Index. | |||||||||||||||||
(e) | Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. | |||||||||||||||||
(f) | Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. | |||||||||||||||||
(g) | The majority of the total partnership balance is a partnership comprised of a portfolio of two limited partnership funds that invest in public and private equity. | |||||||||||||||||
Reconciliation of Change in Fair Value Measurement of Defined Benefit Plans | A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) during the years ended December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||||
Diversified | Partnerships/ | Total | ||||||||||||||||
Funds | Joint Ventures | |||||||||||||||||
Balance at December 31, 2012 | $ | 2,938 | $ | 1,447 | $ | 4,385 | ||||||||||||
Actual return on plan assets: | ||||||||||||||||||
Relating to instruments still held at reporting date | 119 | (306 | ) | (187 | ) | |||||||||||||
Purchases, sales and settlements (net) | (828 | ) | — | (828 | ) | |||||||||||||
Transfers in and/or out of Level 3 | 864 | (277 | ) | 587 | ||||||||||||||
Balance at December 31, 2013 | $ | 3,093 | $ | 864 | $ | 3,957 | ||||||||||||
Actual return on plan assets: | ||||||||||||||||||
Relating to instruments still held at reporting date | 117 | (158 | ) | (41 | ) | |||||||||||||
Purchases, sales and settlements (net) | (1,836 | ) | — | (1,836 | ) | |||||||||||||
Transfers in and/or out of Level 3 | 1,547 | (139 | ) | 1,408 | ||||||||||||||
Balance at December 31, 2014 | $ | 2,921 | $ | 567 | $ | 3,488 | ||||||||||||
Schedule of Information Regarding Participation in Multiemployer Pension Plans | The last column in the table lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. | |||||||||||||||||
Pension Fund | Employer | Pension | PPA Zone Status | FIP / | Extended | Expiration | ||||||||||||
Identification | Plan | RP Status | Amortization | Date of | ||||||||||||||
Number | Number | Pending/ | Provisions | Associated | ||||||||||||||
Implemented | Collective- | |||||||||||||||||
Bargaining | ||||||||||||||||||
2014 | 2013 | Agreement(s) | ||||||||||||||||
Western Conference of Teamsters Pension Plan(1) | 91-6145047 | 1 | Green | Green | N/A | No | February 28, 2015 - May 31, 2017 | |||||||||||
Central States, Southeast and Southwest Areas Pension Plan(2) | 36-6044243 | 1 | Red | Red | Implemented | No | February 15, 2015 - April 30, 2017 | |||||||||||
Retail, Wholesale & Department Store International Union and Industry Pension Fund(3) | 63-0708442 | 1 | Green | Green | N/A | Yes | June 7, 2015 - September 30, 2017 | |||||||||||
Dairy Industry – Union Pension Plan for Philadelphia Vicinity(4) | 23-6283288 | 1 | Green | Red | N/A | Yes | June 30, 2017 – | |||||||||||
31-Mar-18 | ||||||||||||||||||
-1 | We are party to approximately 18 collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2015 and 2017. We do not believe that any one agreement is substantially more significant than another as none of these agreements individually represent greater than 25% of the total employee participants covered under this plan. | |||||||||||||||||
-2 | There are approximately 21 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2015 and 2017. Approximately 17%, 69% and 14% of our employee participants in this plan are covered by the agreements expiring in 2015, 2016 and 2017, respectively. | |||||||||||||||||
-3 | We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 50%, 4% and 46% of our employee participants in this plan are covered by the agreements expiring in 2015, 2016 and 2017, respectively. | |||||||||||||||||
-4 | We are party to four collective bargaining agreements with respect to this plan. The agreement expiring in September 2017 is the most significant as 69% of our employee participants in this plan are covered by that agreement. | |||||||||||||||||
Schedule of Information Regarding Contribution in Multiemployer Pension Plans | Information regarding our contributions to our multiemployer pension plans is shown in the table below. There are no changes which materially affected the comparability of our contributions to each of these plans during the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Pension Fund | Employer | Pension | Dean Foods Company Contributions | |||||||||||||||
Identification | Plan | (in millions) | ||||||||||||||||
Number | Number | 2014 | 2013 | 2012 | Surcharge | |||||||||||||
Imposed(3) | ||||||||||||||||||
Western Conference of Teamsters Pension Plan | 91-6145047 | 1 | $ | 12.9 | $ | 13.5 | $ | 12.7 | No | |||||||||
Central States, Southeast and Southwest Areas Pension Plan | 36-6044243 | 1 | 11.9 | 11.1 | 9.5 | No | ||||||||||||
Retail, Wholesale & Department Store International Union and Industry Pension Fund(1) | 63-0708442 | 1 | 1.3 | 1.3 | 1.3 | No | ||||||||||||
Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1) | 23-6283288 | 1 | 2 | 1.8 | 1.8 | No | ||||||||||||
Other Funds(2) | 0.8 | 1.4 | 1.7 | |||||||||||||||
Total Contributions | $ | 28.9 | $ | 29.1 | $ | 27 | ||||||||||||
-1 | During the 2013 and 2012 plan years, our contributions to these plans exceeded 5% of total plan contributions. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for the plan years ending in 2014. | |||||||||||||||||
-2 | Amounts shown represent our contributions to all other multiemployer pension and other postretirement benefit plans, which are immaterial both individually and in the aggregate to our Consolidated Financial Statements. | |||||||||||||||||
-3 | Federal law requires that contributing employers to a plan in Critical status pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount we would otherwise be required to contribute to the plan and ceases once our related collective bargaining agreements are amended to comply with the provisions of the rehabilitation plan. |
Postretirement_Benefits_Other_1
Postretirement Benefits Other Than Pensions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Postemployment Benefits [Abstract] | ||||||||||||
Funded Status of Plans | The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2014 and 2013, and the funded status of the plans at December 31, 2014 and 2013 is as follows: | |||||||||||
December 31 | ||||||||||||
2014 | 2013 | |||||||||||
(In thousands) | ||||||||||||
Change in benefit obligation: | ||||||||||||
Benefit obligation at beginning of year | $ | 293,850 | $ | 347,798 | ||||||||
Service cost | 3,081 | 3,692 | ||||||||||
Interest cost | 13,979 | 12,496 | ||||||||||
Plan participants’ contributions | 13 | 12 | ||||||||||
Plan amendments | (411 | ) | — | |||||||||
Actuarial (gain) loss | 57,716 | (45,076 | ) | |||||||||
Benefits paid | (22,462 | ) | (25,072 | ) | ||||||||
Benefit obligation at end of year | 345,766 | 293,850 | ||||||||||
Change in plan assets: | ||||||||||||
Fair value of plan assets at beginning of year | 270,123 | 251,094 | ||||||||||
Actual return on plan assets | 28,980 | 32,558 | ||||||||||
Employer contributions | 14,338 | 11,531 | ||||||||||
Plan participants’ contributions | 13 | 12 | ||||||||||
Benefits paid | (22,462 | ) | (25,072 | ) | ||||||||
Plan settlements | (1,466 | ) | — | |||||||||
Fair value of plan assets at end of year | 289,526 | 270,123 | ||||||||||
Funded status at end of year | $ | (56,240 | ) | $ | (23,727 | ) | ||||||
The following table sets forth the funded status of these plans: | ||||||||||||
December 31 | ||||||||||||
2014 | 2013 | |||||||||||
(In thousands) | ||||||||||||
Change in benefit obligation: | ||||||||||||
Benefit obligation at beginning of year | $ | 37,230 | $ | 37,428 | ||||||||
Service cost | 824 | 816 | ||||||||||
Interest cost | 1,663 | 1,223 | ||||||||||
Employee contributions | 380 | 415 | ||||||||||
Actuarial (gain) loss | 895 | (1,102 | ) | |||||||||
Benefits paid | (1,866 | ) | (1,550 | ) | ||||||||
Benefit obligation at end of year | 39,126 | 37,230 | ||||||||||
Fair value of plan assets at end of year | — | — | ||||||||||
Funded status | $ | (39,126 | ) | $ | (37,230 | ) | ||||||
Summary of Actuarial Assumptions Used to Determine Benefit Obligations | A summary of our key actuarial assumptions used to determine the benefit obligation as of December 31, 2014 and 2013 follows: | |||||||||||
December 31 | ||||||||||||
2014 | 2013 | |||||||||||
Healthcare inflation: | ||||||||||||
Healthcare cost trend rate assumed for next year | 7.7 | % | 7.9 | % | ||||||||
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 4.5 | % | 4.5 | % | ||||||||
Year of ultimate rate achievement | 2029 | 2029 | ||||||||||
Weighted average discount rate | 3.85 | % | 4.64 | % | ||||||||
A summary of our key actuarial assumptions used to determine net periodic benefit cost follows: | ||||||||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Healthcare inflation: | ||||||||||||
Healthcare cost trend rate assumed for next year | 7.9 | % | 8.2 | % | 8.5 | % | ||||||
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 4.5 | % | 4.5 | % | 4.5 | % | ||||||
Year of ultimate rate achievement | 2029 | 2029 | 2029 | |||||||||
Weighted average discount rate | 4.64 | % | 3.38 | % | 4.34 | % | ||||||
Net Periodic Benefit Cost | ||||||||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Components of net periodic benefit cost: | ||||||||||||
Service cost | $ | 3,081 | $ | 3,692 | $ | 3,068 | ||||||
Interest cost | 13,979 | 12,496 | 14,001 | |||||||||
Expected return on plan assets | (18,761 | ) | (18,531 | ) | (17,413 | ) | ||||||
Amortizations: | ||||||||||||
Unrecognized transition obligation | — | — | 112 | |||||||||
Prior service cost | 787 | 791 | 759 | |||||||||
Unrecognized net loss | 5,105 | 11,759 | 11,667 | |||||||||
Effect of settlement | 538 | (136 | ) | — | ||||||||
Other | — | 329 | 774 | |||||||||
Net periodic benefit cost | $ | 4,729 | $ | 10,400 | $ | 12,968 | ||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Components of net periodic benefit cost: | ||||||||||||
Service and interest cost | $ | 2,487 | $ | 2,039 | $ | 1,939 | ||||||
Amortizations: | ||||||||||||
Prior service cost | 65 | 26 | 26 | |||||||||
Unrecognized net loss | 75 | 298 | 129 | |||||||||
Other | 98 | 2,286 | 1,868 | |||||||||
Net periodic benefit cost | $ | 2,725 | $ | 4,649 | $ | 3,962 | ||||||
Effects of One Percent Change in Assumed Health Care Cost Trend Rates | A one percent change in assumed health care cost trend rates would have the following effects: | |||||||||||
1-Percentage- | 1-Percentage- | |||||||||||
Point Increase | Point Decrease | |||||||||||
(In thousands) | ||||||||||||
Effect on total of service and interest cost components | $ | 326 | $ | (275 | ) | |||||||
Effect on postretirement obligation | 4,285 | (3,657 | ) | |||||||||
Estimated Pension Plan Benefit Payments to Participants for Next Ten Years | stimated pension plan benefit payments to participants for the next ten years are as follows: | |||||||||||
2015 | $ | 18.2 | million | |||||||||
2016 | 18.5 | million | ||||||||||
2017 | 19.1 | million | ||||||||||
2018 | 19.6 | million | ||||||||||
2019 | 19.8 | million | ||||||||||
Next five years | 105.7 | million | ||||||||||
Estimated postretirement health care plan benefit payments for the next ten years are as follows: | ||||||||||||
2015 | $ | 2.6 | million | |||||||||
2016 | 2.6 | million | ||||||||||
2017 | 2.6 | million | ||||||||||
2018 | 2.6 | million | ||||||||||
2019 | 2.8 | million | ||||||||||
Next five years | 14.6 | million |
Asset_Impairment_Charges_and_F1
Asset Impairment Charges and Facility Closing and Reorganization Costs (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||||||||||
Approved Plans and Related Charges | Approved plans within our multi-year initiatives and related charges are summarized as follows: | |||||||||||||||||||||||||||
Year Ended December 31 | ||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Closure of facilities(1) | $ | 4,460 | $ | 20,845 | $ | 18,536 | ||||||||||||||||||||||
Functional Realignment(2) | — | 892 | 32,219 | |||||||||||||||||||||||||
Field and Functional Reorganization(3) | — | 5,266 | 6,000 | |||||||||||||||||||||||||
Other | — | 5 | (968 | ) | ||||||||||||||||||||||||
Total | $ | 4,460 | $ | 27,008 | $ | 55,787 | ||||||||||||||||||||||
-1 | These charges in 2014, 2013 and 2012 primarily relate to facility closures in Riverside, California; Delta, Colorado; Denver, Colorado; Dallas, Texas; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; Shreveport, Louisiana; Mendon, Massachusetts, and Sheboygan, Wisconsin; as well as other approved closures. We have incurred $44.0 million of charges to date related to our active restructuring initiatives. We expect to incur additional charges related to these facility closures of $6.9 million, related to contract termination, shutdown and other costs. As we continue the evaluation of our supply chain and distribution network, it is likely that we will close additional facilities in the future. | |||||||||||||||||||||||||||
-2 | The Functional Realignment initiative was focused on aligning key functions within our legacy Fresh Dairy Direct operations under a single leadership team and permanently removing certain costs from the organization. We have incurred total charges of approximately $33.1 million under this initiative to date and we do not expect to incur any material future charges related to this plan. | |||||||||||||||||||||||||||
-3 | The Field and Functional Reorganization initiative streamlined the leadership structure and has enabled faster decision-making and created enhanced opportunities to strategically build our business. We have incurred total charges of $11.3 million under this plan to date, all of which were associated with headcount reductions. We do not currently anticipate incurring any material charges under this plan going forward. | |||||||||||||||||||||||||||
Facility Closing and Reorganization Costs | Activity for 2014 and 2013 with respect to facility closing and reorganization costs is summarized below and includes items expensed as incurred: | |||||||||||||||||||||||||||
Accrued Charges at | Charges and Adjustments | Payments | Accrued Charges at | Charges and Adjustments | Payments | Accrued Charges at | ||||||||||||||||||||||
December 31, 2012 | December 31, 2013 | December 31, 2014 | ||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Cash charges: | ||||||||||||||||||||||||||||
Workforce reduction costs | $ | 11,579 | $ | 11,872 | $ | (14,423 | ) | $ | 9,028 | $ | (2,877 | ) | $ | (4,868 | ) | $ | 1,283 | |||||||||||
Shutdown costs | — | 6,051 | (6,051 | ) | — | 4,822 | (4,822 | ) | — | |||||||||||||||||||
Lease obligations after shutdown | 1,986 | 7,822 | (1,447 | ) | 8,361 | 446 | (1,952 | ) | 6,855 | |||||||||||||||||||
Other | 227 | 1,404 | (1,631 | ) | — | 598 | (598 | ) | — | |||||||||||||||||||
Subtotal | $ | 13,792 | 27,149 | $ | (23,552 | ) | $ | 17,389 | 2,989 | $ | (12,240 | ) | $ | 8,138 | ||||||||||||||
Non-cash charges: | ||||||||||||||||||||||||||||
Write-down of assets(1) | 3,270 | 5,384 | ||||||||||||||||||||||||||
(Gain)/Loss on sale of related assets | (3,858 | ) | (4,754 | ) | ||||||||||||||||||||||||
Other, net | 447 | 841 | ||||||||||||||||||||||||||
Total charges | $ | 27,008 | $ | 4,460 | ||||||||||||||||||||||||
-1 | The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets were tested for recoverability at the time the decision to close the facilities was more likely than not to occur. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the “Asset Impairment Charges” section above. |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Schedule of Cash Flow, Supplemental Disclosures | ||||||||||||
Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Cash paid for interest and financing charges, net of capitalized interest | $ | 52,122 | $ | 90,695 | $ | 134,979 | ||||||
Net cash paid (received) for taxes | (31,469 | ) | 401,641 | 147,580 | ||||||||
Non-cash additions to property, plant and equipment, including capital leases | 7,455 | 6,672 | 4,060 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Future Minimum Payments under Non-Cancelable Operating Leases | Future minimum payments at December 31, 2014, under non-cancelable operating leases and capital leases with terms in excess of one year are summarized below: | |||
Leases | ||||
(In thousands) | ||||
2015 | 79,994 | |||
2016 | 59,365 | |||
2017 | 47,491 | |||
2018 | 42,084 | |||
2019 | 32,164 | |||
Thereafter | 27,014 | |||
Total minimum lease payments | $ | 288,112 | ||
Segment_Geographic_and_Custome1
Segment, Geographic and Customer Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Profit or Loss Other Than Depreciation and Amortization | There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization. | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Operating income: | ||||||||||||
Dean Foods | $ | 26,777 | $ | 202,720 | $ | 259,013 | ||||||
Facility closing and reorganization costs | (4,460 | ) | (27,008 | ) | (55,787 | ) | ||||||
Litigation settlements | 2,521 | 1,019 | — | |||||||||
Impairment other long-lived assets | (20,820 | ) | (43,441 | ) | — | |||||||
Other operating income (loss) | 4,535 | (2,494 | ) | 57,459 | ||||||||
Total | 8,553 | 130,796 | 260,685 | |||||||||
Other (income) expense: | ||||||||||||
Interest expense | 61,019 | 200,558 | 150,589 | |||||||||
Loss on early retirement of debt | 1,437 | 63,387 | — | |||||||||
Gain on disposition of WhiteWave common stock | — | (415,783 | ) | — | ||||||||
Other income, net | (1,620 | ) | (400 | ) | (1,664 | ) | ||||||
Consolidated income (loss) from continuing operations before income taxes | $ | (52,283 | ) | $ | 283,034 | $ | 111,760 | |||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Summary of Quarterly Results of Operations | The following is a summary of our unaudited quarterly results of operations for 2014 and 2013. | |||||||||||||||
Quarter | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||
2014 | ||||||||||||||||
Net sales | $ | 2,341,040 | $ | 2,393,869 | $ | 2,373,280 | $ | 2,395,007 | ||||||||
Gross profit | 416,175 | 399,088 | 416,800 | 441,400 | ||||||||||||
Loss from continuing operations | (9,792 | ) | (963 | ) | (15,136 | ) | 5,704 | |||||||||
Net Income (loss) (1) | (8,956 | ) | (645 | ) | (15,972 | ) | 5,277 | |||||||||
Earnings (loss) per common share from continuing operations (2): | ||||||||||||||||
Basic | (0.10 | ) | (0.01 | ) | (0.16 | ) | 0.06 | |||||||||
Diluted | (0.10 | ) | (0.01 | ) | (0.16 | ) | 0.06 | |||||||||
Quarter | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||
2013 | ||||||||||||||||
Net sales | $ | 2,292,430 | $ | 2,227,542 | $ | 2,200,899 | $ | 2,295,450 | ||||||||
Gross profit | 495,232 | 472,300 | 441,285 | 445,770 | ||||||||||||
Income (loss) from continuing operations | (20,740 | ) | (32,057 | ) | 415,518 | (37,362 | ) | |||||||||
Net income (loss) (3)(4) | 495,797 | (53,883 | ) | 415,120 | (37,677 | ) | ||||||||||
Net income (loss) attributable to Dean Foods Company (1) | 492,605 | (56,870 | ) | 415,120 | (37,677 | ) | ||||||||||
Earnings (loss) per common share from continuing operations (2) (5): | ||||||||||||||||
Basic | (0.22 | ) | (0.34 | ) | 4.41 | (0.40 | ) | |||||||||
Diluted | (0.22 | ) | (0.34 | ) | 4.36 | (0.40 | ) | |||||||||
-1 | The results for the first, second and third quarters of 2014 include facility closing and reorganization costs, net of tax, of $0.6 million, $0.5 million, and $1.8 million, respectively. See Note 17. | |||||||||||||||
-2 | Earnings (loss) per common share calculations for each of the quarters were based on the basic and diluted weighted average number of shares outstanding for each quarter. The sum of the quarters may not necessarily be equal to the full year earnings (loss) per common share amount. | |||||||||||||||
-3 | The results for the first, second, third and fourth quarters of 2013 include facility closing and reorganization costs, net of tax, of $3.6 million, $3.2 million, $4.7 million and $5.9 million, respectively. See Note 17. | |||||||||||||||
-4 | Results for 2013 include a gain of $415.8 million related to the disposition of our remaining investment in WhiteWave common stock, a charge of $22.9 million, net of tax, related to impairments of property, plant & equipment (Note 17), a charge of $5.1 million, net of tax, related to impairments of intangible assets (Note 7), and a loss of $38.7 million, net of tax, related to the early retirement of a portion of our senior notes due 2018 and senior notes due 2016 (Note 10). | |||||||||||||||
-5 | Basic and diluted earnings (loss) per common share for the first and second quarters of 2013 have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||
Aug. 26, 2013 | Aug. 26, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 15-May-13 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Reverse stock split ratio | 0.5 | 0.5 | ||||
Tax provision for accumulated foreign earnings | $0 | |||||
Accumulated foreign earnings | 14,200,000 | |||||
Advertising expense | 27,500,000 | 22,000,000 | 28,600,000 | |||
Prepaid advertising expenses | 700,000 | 2,300,000 | 600,000 | |||
Shipping and handling costs | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | |||
Research and development expense | 1,900,000 | 1,800,000 | 2,100,000 | |||
Prepaid Expenses and Other Current Assets | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets held for sale | $4,000,000 | $4,500,000 | ||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of local and regional brands and private labels | 50 | |||||
Reverse stock split ratio | 0.5 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment, Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Building | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, Useful Life | 15 years |
Building | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, Useful Life | 40 years |
Machinery and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, Useful Life | 3 years |
Machinery and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, Useful Life | 20 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives description | Over the shorter of their estimated useful lives or the terms of the applicable lease agreements |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Intangible and Other Assets, Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Customer Supply Contracts | |
Summary Of Significant Accounting Policies [Line Items] | |
Intangible assets useful lives description | Over the shorter of the estimated useful lives or the terms of the agreements |
Noncompetition Agreements | |
Summary Of Significant Accounting Policies [Line Items] | |
Intangible assets useful lives description | Over the shorter of the estimated useful lives or the terms of the agreements |
Deferred Financing Costs | |
Summary Of Significant Accounting Policies [Line Items] | |
Intangible assets useful lives description | Over the terms of the related debt |
Minimum | Customer Relationships | |
Summary Of Significant Accounting Policies [Line Items] | |
Identifiable intangible assets, Useful Life | 5 years |
Minimum | Trademarks | |
Summary Of Significant Accounting Policies [Line Items] | |
Identifiable intangible assets, Useful Life | 5 years |
Maximum | Customer Relationships | |
Summary Of Significant Accounting Policies [Line Items] | |
Identifiable intangible assets, Useful Life | 15 years |
Maximum | Trademarks | |
Summary Of Significant Accounting Policies [Line Items] | |
Identifiable intangible assets, Useful Life | 15 years |
White_Wave_SpinOff_Transaction1
White Wave Spin-Off Transaction and Disposition of Remaining Ownership of White Wave Common Stock (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Jul. 25, 2013 | Jul. 25, 2013 | 23-May-13 | Sep. 30, 2013 | |
Initial Public Offering [Line Items] | ||||||||
Spin-Off of The WhiteWave Foods Company | ($699,026,000) | |||||||
Income (loss) from continuing operations | 0 | 415,783,000 | 0 | |||||
WhiteWave Foods | ||||||||
Initial Public Offering [Line Items] | ||||||||
Increase in equity portion attributable to noncontrolling interest | 98,100,000 | |||||||
Increase in additional paid in capital | 265,000,000 | |||||||
Reduction in accumulated other comprehensive loss | -4,500,000 | |||||||
Percentage of share owned | 98.50% | |||||||
Economic Interest of outstanding shares | 86.70% | |||||||
WhiteWave Foods | Common Class A | ||||||||
Initial Public Offering [Line Items] | ||||||||
Common stock sold | 23,000,000 | |||||||
Common stock at a price | $17 | |||||||
Economic Interest of outstanding shares | 19.90% | |||||||
Number of common shares distributed as dividend | 47,686,000 | |||||||
Number of shares distributed per share | 0.25544448 | |||||||
Common stock shares outstanding to be retained | 34,400,000 | |||||||
Number of share for public offering | 34,400,000 | 34,400,000 | ||||||
Number of share for public offering price per share | $17.75 | $17.75 | ||||||
Cash proceeds from debt-for-equity exchange | 589,200,000 | |||||||
Income (loss) from continuing operations | 415,800,000 | 415,800,000 | ||||||
Unrealized holding gains | 385,600,000 | |||||||
WhiteWave Foods | Common Class B | ||||||||
Initial Public Offering [Line Items] | ||||||||
Number of common shares distributed as dividend | 67,914,000 | |||||||
Number of shares distributed per share | 0.36380189 | |||||||
Additional Paid-in Capital | ||||||||
Initial Public Offering [Line Items] | ||||||||
Spin-Off of The WhiteWave Foods Company | -617,082,000 | |||||||
Additional Paid-in Capital | WhiteWave Foods | Common Class A | ||||||||
Initial Public Offering [Line Items] | ||||||||
Spin-Off of The WhiteWave Foods Company | 617,100,000 |
Discontinued_Operations_and_Di2
Discontinued Operations and Divestitures - Additional Information (Detail) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 5 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2012 | Jul. 31, 2012 | Jan. 03, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | 23-May-13 | 23-May-13 | |
USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | Morningstar | Morningstar | Morningstar | WhiteWave Foods | WhiteWave Foods | WhiteWave Foods | |
USD ($) | USD ($) | USD ($) | USD ($) | Common Class A | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Common stock shares outstanding to be retained | 34,400,000 | ||||||||||
Percentage of common stock shares to be retained | 86.70% | 19.90% | |||||||||
Net sales to related parties | $10,300,000 | ||||||||||
Purchases from related parties | 33,200,000 | ||||||||||
Net cash proceed for full repayment of debt | 0 | 0 | 58,034,000 | 1,450,000,000 | |||||||
Net pre-tax gain related to divestiture | 868,800,000 | ||||||||||
Income (loss) from discontinued operations, net of tax | -652,000 | 2,803,000 | 139,279,000 | ||||||||
Gain (loss) on sale of discontinued operations, net of tax | 543,000 | 491,195,000 | -2,053,000 | 491,900,000 | |||||||
Discontinued operations transaction costs | 22,900,000 | ||||||||||
Levies and Accrued Interest | 7,200,000 | 5,700,000 | |||||||||
Charges, net of tax | $2,500,000 |
Discontinued_Operations_and_Di3
Discontinued Operations and Divestitures - Summary of Operating Results And Certain Other Directly Attributable Expenses (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operations: | |||
Net sales | $946,350 | $3,625,986 | |
Income (loss) before income taxes | 57,098 | 221,677 | |
Income tax (expense) benefit | -54,295 | -82,398 | |
Net income (loss) | -652 | 2,803 | 139,279 |
Income tax expense (benefit) | -32,096 | -42,325 | 87,945 |
WhiteWave Foods | |||
Operations: | |||
Net sales | 940,431 | 2,187,615 | |
Income (loss) before income taxes | 57,126 | 152,164 | |
Income tax (expense) benefit | -54,306 | -58,566 | |
Net income (loss) | 2,820 | 93,598 | |
Income tax expense (benefit) | 31,100 | ||
Morningstar | |||
Operations: | |||
Net sales | 5,919 | 1,438,371 | |
Income (loss) before income taxes | -28 | 69,513 | |
Income tax (expense) benefit | 11 | -23,832 | |
Net income (loss) | ($17) | $45,681 |
Discontinued_Operations_and_Di4
Discontinued Operations and Divestitures - Transaction Expenses Included in Discontinued Operations (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Transaction expenses in discontinued operations | $12,901 | $41,710 |
Whitewave | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Transaction expenses in discontinued operations | 12,464 | 18,835 |
Morningstar | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Transaction expenses in discontinued operations | $437 | $22,875 |
Investment_in_Affiliates_Addit
Investment in Affiliates - Additional Information (Detail) (Consolidated Container Company, Subsidiary, USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Jul. 03, 2012 | Dec. 31, 2012 | Jul. 03, 2012 | Dec. 31, 2012 | Jul. 02, 2012 |
Investments in and Advances to Affiliates [Line Items] | |||||
Non-controlling interest, ownership percentage | 25.00% | 25.00% | |||
Equity investments | $0 | ||||
Sales Proceeds | 58 | ||||
Cash tax obligation | 90 | ||||
Additional income tax expense | 68.4 | ||||
Net after-tax loss on the sale of investment | -10.4 | ||||
Supply agreement, product purchase cost | 204.1 | ||||
Other Operating (Income) Loss | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Pre-tax gain from sale | $58 |
Inventories_Detail
Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Obsolescence reserves | $700,000 | $800,000 |
Raw materials and supplies | 100,587,000 | 103,023,000 |
Finished goods | 151,244,000 | 159,835,000 |
Total | $251,831,000 | $262,858,000 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | |||
Land | $174,654,000 | $181,026,000 | |
Buildings | 646,098,000 | 609,907,000 | |
Leasehold improvements | 76,389,000 | 75,925,000 | |
Machinery and equipment | 1,809,037,000 | 1,704,160,000 | |
Construction in progress | 34,587,000 | 56,069,000 | |
Property, plant and equipment, gross | 2,740,765,000 | 2,627,087,000 | |
Less accumulated depreciation | -1,568,169,000 | -1,411,040,000 | |
Total | 1,172,596,000 | 1,216,047,000 | |
Depreciation expense | $156,500,000 | $161,800,000 | $168,400,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying value of goodwill | $2,200,000,000 | |||
Accumulated goodwill impairment | 2,100,000,000 | |||
Goodwill impairment charge | 2,100,000,000 | |||
Goodwill | 86,841,000 | 86,841,000 | ||
Amortization expense on intangible assets | 2,889,000 | 3,669,000 | 3,758,000 | |
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset impairment charges | $0 | $4,400,000 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | |
Intangible assets with finite lives: | ||||
Accumulated Amortization | ($33,577,000) | ($36,468,000) | ||
Total, Gross Carrying Amount | 279,002,000 | 279,002,000 | ||
Total, Net Carrying Amount | 245,425,000 | 242,534,000 | ||
Trademarks | ||||
Intangible assets with finite lives: | ||||
Gross Carrying Amount | 8,096,000 | 8,096,000 | ||
Accumulated Amortization | -5,002,000 | -5,315,000 | ||
Net Carrying Amount | 3,094,000 | 2,781,000 | ||
Write off finite-lived intangible asset | 1,500,000 | |||
Favorable Lease | ||||
Intangible assets with finite lives: | ||||
Write off finite-lived intangible asset | 3,500,000 | |||
Customer-Related and Other | ||||
Intangible assets with finite lives: | ||||
Gross Carrying Amount | 49,225,000 | 49,225,000 | ||
Accumulated Amortization | -28,575,000 | -31,153,000 | ||
Net Carrying Amount | 20,650,000 | 18,072,000 | ||
Trademarks | ||||
Intangible assets with indefinite lives: | ||||
Gross Carrying Amount | 221,681,000 | 221,681,000 | ||
Intangible assets with finite lives: | ||||
Asset impairment charges | $4,400,000 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Detail) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $2.90 |
2016 | 2.8 |
2017 | 2.3 |
2018 | 2 |
2019 | $2 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Components of Accounts Payable and Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accounts payable | $533,900 | $504,745 |
Payroll and benefits, including incentive compensation | 67,480 | 84,050 |
Health insurance, workers’ compensation and other insurance costs | 52,851 | 49,087 |
Current derivative liability | 4,392 | 318 |
Customer rebates | 47,658 | 41,734 |
Other accrued liabilities | 68,619 | 81,354 |
Total | $774,900 | $761,288 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Tax Expense (Benefit) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current income taxes: | |||
Federal | ($94,983,000) | ($52,601,000) | $77,909,000 |
State | 1,255,000 | -9,477,000 | 18,400,000 |
Foreign | 723,000 | 6,000 | 538,000 |
Total current income tax expense (benefit) | -93,005,000 | -62,072,000 | 96,847,000 |
Deferred income taxes: | |||
Federal | 54,015,000 | 15,051,000 | -631,000 |
State | 6,894,000 | 4,696,000 | -8,271,000 |
Total deferred income tax expense (benefit) | 60,909,000 | 19,747,000 | -8,902,000 |
Total income tax expense (benefit) | -32,096,000 | -42,325,000 | 87,945,000 |
Income tax benefit related to discontinued operation | $900,000 | $431,000,000 | $80,400,000 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Tax expense at statutory rate, Amount | ($18,299) | $99,062 | $39,116 |
State income taxes, Amount | 2,281 | -2,894 | 6,218 |
Tax-free disposition of investment, Amount | 0 | -145,524 | 0 |
Uncertain tax positions, Amount | -15,451 | 6,106 | 0 |
Sale of unconsolidated affiliate, Amount | 0 | -545 | 40,411 |
Change in valuation allowances, Amount | 3,016 | -213 | 366 |
Other, Amount | -3,643 | 1,683 | 1,834 |
Total income tax expense (benefit) | ($32,096) | ($42,325) | $87,945 |
Tax expense at statutory rate, Percentage | 35.00% | 35.00% | 35.00% |
State income taxes, Percentage | -4.40% | -1.00% | 5.60% |
Tax-free disposition of investment, Percentage | 0.00% | -51.40% | 0.00% |
Uncertain tax positions, Percentage | 29.60% | 2.20% | 0.00% |
Sale of unconsolidated affiliate, Percentage | 0.00% | -0.20% | 36.20% |
Change in valuation allowances, Percentage | -5.80% | -0.10% | 0.30% |
Other, Percentage | 7.00% | 0.60% | 1.60% |
Total, Percentage | 61.40% | -14.90% | 78.70% |
Income_Taxes_Deferred_Income_T
Income Taxes - Deferred Income Tax Assets (Liabilities) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets related to uncertain tax positions | $8,000,000 | $7,500,000 |
Deferred income tax assets: | ||
Accrued liabilities | 105,029,000 | 121,539,000 |
Retirement plans and postretirement benefits | 38,004,000 | 24,312,000 |
Share-based compensation | 16,261,000 | 20,468,000 |
Receivables and inventories | 11,155,000 | 10,275,000 |
Derivative financial instruments | 1,646,000 | 283,000 |
State net operating loss carryforwards | 35,089,000 | 31,824,000 |
State tax credit carryforwards | 4,748,000 | 3,007,000 |
Valuation allowances | -13,177,000 | -8,733,000 |
Deferred income tax assets | 198,755,000 | 202,975,000 |
Deferred income tax liabilities: | ||
Property, plant and equipment | -209,168,000 | -199,004,000 |
Intangible assets | -29,612,000 | -8,751,000 |
Cancellation of debt | -11,299,000 | 0 |
Other | -843,000 | -145,000 |
Deferred income tax liabilities | -250,922,000 | -207,900,000 |
Net deferred income tax asset (liability) | ($52,167,000) | ($4,925,000) |
Income_Taxes_Balance_Sheet_Cla
Income Taxes - Balance Sheet Classification of Net Deferred Income Tax Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Current assets | $50,362 | $60,143 |
Noncurrent assets | 35,415 | 35,623 |
Noncurrent liabilities | -137,944 | -100,691 |
Net deferred income tax asset (liability) | ($52,167) | ($4,925) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
State and foreign net operating loss carry forwards | $35,089,000 | $31,824,000 |
State tax credits | 4,748,000 | 3,007,000 |
Valuation allowance | 13,177,000 | 8,733,000 |
Increase in valuation allowance | 4,400,000 | |
Unrecognized tax benefits that would impact effective tax rate | 2,200,000 | |
Unrecognized tax benefit that would be offset by tax benefits associated with transfer pricing adjustment | 16,300,000 | |
Unrecognized tax benefit with uncertainty about timing of deductibility | 8,000,000 | |
Accrued interest | $1,300,000 | $2,000,000 |
Tax years subject to examination | 2012 | |
Minimum | ||
Income Taxes [Line Items] | ||
Period of income tax returns examination after filing | 3 years | |
Maximum | ||
Income Taxes [Line Items] | ||
Period of income tax returns examination after filing | 5 years |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $40,478 | $27,734 | $29,128 |
Increases in tax positions for current year | 0 | 18,230 | 230 |
Increases in tax positions for prior years | 11,432 | 2,315 | 5,075 |
Decreases in tax positions for prior years | -21,194 | -6,192 | -3,697 |
Settlement of tax matters | -4,203 | -1,232 | -2,127 |
Lapse of applicable statutes of limitations | -50 | -377 | -875 |
Balance at end of year | $26,463 | $40,478 | $27,734 |
Income_Taxes_Balance_Sheet_Cla1
Income Taxes - Balance Sheet Classification of Unrecognized Tax Benefits (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits | $26,463 | $40,478 | $27,734 | $29,128 |
Accrued expenses | ||||
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits | 295 | 3,348 | 1,427 | |
Other long-term liabilities | ||||
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits | $26,168 | $37,130 | $26,307 |
Debt_Schedule_of_Debt_Instrume
Debt - Schedule of Debt Instruments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2013 | Dec. 16, 2010 |
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $917,179,000 | $897,262,000 | ||
Less current portion | 698,000 | 698,000 | ||
Total long-term debt portion | 916,481,000 | 896,564,000 | ||
Dean Foods Company | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | 546,120,000 | 549,641,000 | ||
Dean Foods Company | Senior Notes Due 2016 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 475,819,000 | 475,579,000 | ||
Interest Rate, Notes Due | 7.00% | 7.00% | ||
Debt Instrument, Repurchased Face Amount | 400,000,000 | |||
Dean Foods Company | Senior Notes Due 2018 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 0 | 23,812,000 | ||
Interest Rate, Notes Due | 0.00% | 9.75% | 9.75% | |
Debt Instrument, Repurchased Face Amount | 24,000,000 | |||
Subsidiary debt obligations | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | 371,059,000 | 347,621,000 | ||
Subsidiary debt obligations | Senior Notes Due 2017 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 134,913,000 | 132,808,000 | ||
Interest Rate, Notes Due | 6.90% | 6.90% | ||
Senior Secured Credit Facility | Dean Foods Company | ||||
Debt Instrument [Line Items] | ||||
Secured Debt | 70,301,000 | 50,250,000 | ||
Interest Rate, Credit Facility | 2.93% | 1.67% | ||
Capital lease and other | Subsidiary debt obligations | ||||
Debt Instrument [Line Items] | ||||
Capital lease and other | 1,146,000 | 1,813,000 | ||
Receivables Securitization | Subsidiary debt obligations | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $235,000,000 | $213,000,000 | ||
Interest Rate, Credit Facility | 1.30% | 1.19% |
Debt_Schedule_of_Maturities_of
Debt - Schedule of Maturities of Long-Term Debt (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $698 |
2016 | 476,636 |
2017 | 377,000 |
2018 | 70,301 |
Thereafter | 0 |
Subtotal | 924,635 |
Less discounts | -7,456 |
Total outstanding debt | $917,179 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||
Jul. 11, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 03, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Dec. 31, 2014 | Oct. 31, 2012 | Sep. 30, 2013 | Jul. 02, 2013 | Aug. 31, 2014 | Aug. 03, 2011 | Dec. 16, 2010 | Nov. 12, 2013 | 17-May-06 | Feb. 29, 2012 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||||||||||||||||||
Loans outstanding under the new senior secured credit facility interest rate | 2.50% | ||||||||||||||||||
Outstanding borrowings | $917,179,000 | $917,179,000 | $917,179,000 | ||||||||||||||||
Cash proceeds from sale of operations | 0 | 0 | 58,034,000 | ||||||||||||||||
Deferred financing cost written off | 0 | 6,791,000 | 3,519,000 | ||||||||||||||||
Term loans aggregate principal amount | 626,800,000 | ||||||||||||||||||
Unamortized debt issuance costs | 5,500,000 | ||||||||||||||||||
Loss on early retirement of debt | 63,300,000 | 1,437,000 | 63,387,000 | 0 | |||||||||||||||
Net-tax loss on extinguishment of debt | 38,700,000 | ||||||||||||||||||
Debt instrument tender premium | 57,200,000 | 57,200,000 | 57,200,000 | ||||||||||||||||
Tender offer cost | 600,000 | ||||||||||||||||||
Senior Notes Due 2018 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount retired | 26,100,000 | ||||||||||||||||||
Loss on early retirement of debt | 1,400,000 | ||||||||||||||||||
Debt instrument tender premium | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||||||||
Tender offer cost | 200,000 | ||||||||||||||||||
Morningstar | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Cash proceeds from sale of operations | 1,450,000,000 | ||||||||||||||||||
WhiteWave Foods | Common Class A | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of share for public offering | 34,400,000 | 34,400,000 | |||||||||||||||||
Number of share for public offering price, per share | $17.75 | $17.75 | |||||||||||||||||
WhiteWave Foods | Common Class A | IPO | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock shares exchanged for term loan | 589,200,000 | ||||||||||||||||||
Dean Foods Company | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loss on early retirement of debt | 1,437,000 | 63,387,000 | |||||||||||||||||
Dean Foods Company | Senior Notes Due 2018 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount | 400,000,000 | 400,000,000 | |||||||||||||||||
Debt instrument, maturity date | 15-Dec-18 | ||||||||||||||||||
Debt instrument, interest rate | 0.00% | 0.00% | 9.75% | 0.00% | 9.75% | ||||||||||||||
Senior notes | 0 | 0 | 23,812,000 | 0 | |||||||||||||||
Debt Instrument, purchase price, percentage of principal amount redeemed | 104.88% | ||||||||||||||||||
Debt instrument, principal amount retired | 23,800,000 | ||||||||||||||||||
Debt instrument repurchased face amount | 24,000,000 | 24,000,000 | 24,000,000 | ||||||||||||||||
Debt instrument repurchased amount | 376,200,000 | ||||||||||||||||||
Call premium charges | 54,000,000 | ||||||||||||||||||
Dean Foods Company | Senior Notes Due 2016 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount | 500,000,000 | ||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | 7.00% | 7.00% | |||||||||||||||
Senior notes | 475,819,000 | 475,819,000 | 475,579,000 | 475,819,000 | |||||||||||||||
Debt instrument repurchased face amount | 400,000,000 | ||||||||||||||||||
Debt instrument repurchased amount | 23,800,000 | 23,800,000 | 23,800,000 | 23,800,000 | |||||||||||||||
Call premium charges | 3,000,000 | ||||||||||||||||||
Subsidiary debt obligations | Senior Notes Due 2017 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount | 142,000,000 | 142,000,000 | 142,000,000 | ||||||||||||||||
Debt instrument, maturity date | 15-Oct-17 | ||||||||||||||||||
Debt instrument, interest rate | 6.90% | 6.90% | 6.90% | 6.90% | |||||||||||||||
Senior notes | 134,913,000 | 134,913,000 | 132,808,000 | 134,913,000 | |||||||||||||||
Senior Secured Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Percentage of guarantor's first tier foreign subsidiaries | 65.00% | ||||||||||||||||||
Term Loan A | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||||||||||||||||
Term Of Debt, in years | 5 years | ||||||||||||||||||
Term Loan B | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount | 1,800,000,000 | 1,800,000,000 | 1,800,000,000 | ||||||||||||||||
Term Of Debt, in years | 7 years | ||||||||||||||||||
Deferred financing cost written off | 1,500,000 | ||||||||||||||||||
Term Loan B | 2016 Tranche B Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Prepayment of outstanding borrowings | 480,000,000 | ||||||||||||||||||
Term Loan B | 2017 Tranche B Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Prepayment of outstanding borrowings | 547,000,000 | ||||||||||||||||||
Term Loan One | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Term loans aggregate principal amount | 545,000,000 | ||||||||||||||||||
Debt instrument, maturity date | 12-Aug-13 | ||||||||||||||||||
Term Loan Two | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Term loans aggregate principal amount | 81,800,000 | ||||||||||||||||||
2014 Tranche A Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Prepayment of outstanding borrowings | 480,000,000 | ||||||||||||||||||
2014 Tranche B Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Prepayment of outstanding borrowings | 675,000,000 | ||||||||||||||||||
Senior Secured Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Average daily balance under facility | 52,100,000 | ||||||||||||||||||
Letters of credit outstanding amount | 0 | 0 | 0 | ||||||||||||||||
Term Of Debt, in years | 5 years | ||||||||||||||||||
Prepayment of outstanding borrowings | 265,000,000 | ||||||||||||||||||
Deferred financing cost written off | 5,400,000 | ||||||||||||||||||
Senior Secured Revolving Credit Facility | Letter of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 350,000,000 | 350,000,000 | 350,000,000 | ||||||||||||||||
Senior Secured Revolving Credit Facility | Prior Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||||||||||||||||
Senior Secured Revolving Credit Facility | Swingline Loans | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||
Five Year Senior Secured Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 750,000,000 | ||||||||||||||||||
Debt instrument, maturity date | 2-Jul-18 | ||||||||||||||||||
Maximum permitted leverage ratio | 3.25 | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Potential change in borrowing capacity | 500,000,000 | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Consolidated net leverage ratio, period one | 3 | 3 | 3 | ||||||||||||||||
Five Year Senior Secured Credit Facility | Letter of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Swing Line Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Libor Plus Margin | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loans outstanding under the new senior secured credit facility interest rate | 2.75% | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Libor Plus Margin | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loans outstanding under the new senior secured credit facility interest rate | 2.75% | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Libor Plus Margin | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loans outstanding under the new senior secured credit facility interest rate | 1.25% | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Alternate Base Rate Plus Margin | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loans outstanding under the new senior secured credit facility interest rate | 1.75% | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Alternate Base Rate Plus Margin | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loans outstanding under the new senior secured credit facility interest rate | 1.75% | ||||||||||||||||||
Five Year Senior Secured Credit Facility | Alternate Base Rate Plus Margin | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loans outstanding under the new senior secured credit facility interest rate | 0.25% | ||||||||||||||||||
Amended Senior Secured Revolving Credit Facility | Senior Secured Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Unamortized debt issuance costs | 1,000,000 | ||||||||||||||||||
Receivables Securitization Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Average daily balance under facility | 249,600,000 | ||||||||||||||||||
Line of credit, current borrowing capacity | 550,000,000 | 550,000,000 | 550,000,000 | ||||||||||||||||
Line of credit, amount outstanding | 163,800,000 | 163,800,000 | 163,800,000 | ||||||||||||||||
Line of credit facility outstanding, remaining borrowing capacity | 151,200,000 | 151,200,000 | 151,200,000 | ||||||||||||||||
Total receivables sold | 685,500,000 | ||||||||||||||||||
Issuance of standby letter of credit | 37,700,000 | 37,700,000 | 37,700,000 | 80,000,000 | |||||||||||||||
Receivables Securitization Facility | Letter of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 350,000,000 | 350,000,000 | 350,000,000 | 300,000,000 | |||||||||||||||
Amendment To Five Year Senior Secured Credit Facility | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum consolidated net leverage ratio, prior to December 31, 2014 | 5.25 | 5.25 | 5.25 | ||||||||||||||||
Maximum consolidated net leverage ratio, prior to March 31, 2015 | 5 | 5 | 5 | ||||||||||||||||
Maximum consolidated net leverage ratio, prior to June 30, 2015 | 4.5 | 4.5 | 4.5 | ||||||||||||||||
Maximum consolidated net leverage ratio, after June 30, 2015 | 4 | 4 | 4 | ||||||||||||||||
Maximum senior secured net leverage ratio | 2.5 | 2.5 | 2.5 | ||||||||||||||||
New Senior Secured Credit Facilities | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Fees in connection with the new senior secured credit facility | $6,000,000 | ||||||||||||||||||
Amortization period of issuance cost | 5 years | ||||||||||||||||||
Short Term Credit Facilities | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Consolidated net leverage ratio, period one | 4 | ||||||||||||||||||
Short Term Credit Facilities | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Consolidated interest coverage ratio | 3 |
Debt_Condensed_Consolidating_B
Debt - Condensed Consolidating Balance Sheet (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and cash equivalents | $16,362 | $16,762 | $24,657 | $18,147 |
Receivables, net | 747,630 | 752,234 | ||
Income tax receivable | 64,443 | 15,915 | ||
Inventories | 251,831 | 262,858 | ||
Other current assets | 99,794 | 102,929 | ||
Total current assets | 1,180,060 | 1,150,698 | ||
Property, plant and equipment, net | 1,172,596 | 1,216,047 | ||
Goodwill | 86,841 | 86,841 | ||
Identifiable intangible and other assets, net | 330,139 | 348,459 | ||
Total | 2,769,636 | 2,802,045 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Accounts payable and accrued expenses | 774,900 | 761,288 | ||
Current portion of debt | 698 | 698 | ||
Current portion of litigation settlements | 18,853 | 19,101 | ||
Total current liabilities | 794,451 | 781,087 | ||
Long-term debt | 916,481 | 896,564 | ||
Other long-term liabilities | 414,262 | 374,005 | ||
Long-term litigation settlements | 17,124 | 36,074 | ||
Total stockholders’ equity | 627,318 | 714,315 | 459,628 | -98,651 |
Total | 2,769,636 | 2,802,045 | ||
Parent | ||||
Cash and cash equivalents | -1,341 | -12,289 | 15,242 | 3,061 |
Receivables, net | 1,484 | 1,932 | ||
Income tax receivable | 57,105 | 10,374 | ||
Other current assets | 2,004 | 6,944 | ||
Total current assets | 59,252 | 6,961 | ||
Identifiable intangible and other assets, net | 81,531 | 90,269 | ||
Investment in subsidiaries | 6,637,085 | 6,633,000 | ||
Total | 6,777,868 | 6,730,230 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Accounts payable and accrued expenses | 61,416 | 47,284 | ||
Intercompany payables | 5,425,360 | 5,304,051 | ||
Current portion of litigation settlements | 18,853 | 19,101 | ||
Total current liabilities | 5,505,629 | 5,370,436 | ||
Long-term debt | 546,120 | 549,641 | ||
Other long-term liabilities | 81,677 | 59,764 | ||
Long-term litigation settlements | 17,124 | 36,074 | ||
Total stockholders’ equity | 627,318 | 714,315 | ||
Total | 6,777,868 | 6,730,230 | ||
Guarantor Subsidiaries | ||||
Cash and cash equivalents | 7,026 | 17,433 | 0 | 6,708 |
Receivables, net | 76,446 | 72,660 | ||
Income tax receivable | 7,338 | 5,541 | ||
Inventories | 251,831 | 262,858 | ||
Intercompany receivables | 5,819,460 | 5,728,284 | ||
Other current assets | 97,593 | 95,927 | ||
Total current assets | 6,259,694 | 6,182,703 | ||
Property, plant and equipment, net | 1,172,575 | 1,215,888 | ||
Goodwill | 86,841 | 86,841 | ||
Identifiable intangible and other assets, net | 248,600 | 258,109 | ||
Investment in subsidiaries | 51,977 | 72,345 | ||
Total | 7,819,687 | 7,815,886 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Accounts payable and accrued expenses | 714,054 | 713,625 | ||
Current portion of debt | 698 | 698 | ||
Total current liabilities | 714,752 | 714,323 | ||
Long-term debt | 135,361 | 133,923 | ||
Other long-term liabilities | 332,489 | 314,149 | ||
Total stockholders’ equity | 6,637,085 | 6,653,491 | ||
Total | 7,819,687 | 7,815,886 | ||
Non-Guarantor Subsidiaries | ||||
Cash and cash equivalents | 10,677 | 11,618 | 9,415 | 8,378 |
Receivables, net | 669,700 | 677,642 | ||
Intercompany receivables | -1 | |||
Other current assets | 197 | 58 | ||
Total current assets | 680,574 | 689,317 | ||
Property, plant and equipment, net | 21 | 159 | ||
Identifiable intangible and other assets, net | 8 | 81 | ||
Total | 680,603 | 689,557 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Accounts payable and accrued expenses | 67 | 554 | ||
Intercompany payables | 393,463 | 424,057 | ||
Total current liabilities | 393,530 | 424,611 | ||
Long-term debt | 235,000 | 213,000 | ||
Other long-term liabilities | 96 | 92 | ||
Total stockholders’ equity | 51,977 | 51,854 | ||
Total | 680,603 | 689,557 | ||
Eliminations | ||||
Intercompany receivables | -5,819,460 | -5,728,283 | ||
Total current assets | -5,819,460 | -5,728,283 | ||
Investment in subsidiaries | -6,689,062 | -6,705,345 | ||
Total | -12,508,522 | -12,433,628 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Accounts payable and accrued expenses | -637 | -175 | ||
Intercompany payables | -5,818,823 | -5,728,108 | ||
Total current liabilities | -5,819,460 | -5,728,283 | ||
Total stockholders’ equity | -6,689,062 | -6,705,345 | ||
Total | ($12,508,522) | ($12,433,628) |
Debt_Condensed_Consolidating_S
Debt - Condensed Consolidating Statement of Comprehensive Income (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales | $2,395,007 | $2,373,280 | $2,393,869 | $2,341,040 | $2,295,450 | $2,200,899 | $2,227,542 | $2,292,430 | $9,503,196 | $9,016,321 | $9,274,662 |
Cost of sales | 7,829,733 | 7,161,734 | 7,179,403 | ||||||||
Gross profit | 441,400 | 416,800 | 399,088 | 416,175 | 445,770 | 441,285 | 472,300 | 495,232 | 1,673,463 | 1,854,587 | 2,095,259 |
Selling and distribution | 1,355,053 | 1,337,745 | 1,419,531 | ||||||||
General and administrative | 288,744 | 310,453 | 412,957 | ||||||||
Amortization of intangibles | 2,889 | 3,669 | 3,758 | ||||||||
Facility closing and reorganization costs | 4,460 | 27,008 | 55,787 | ||||||||
Litigation settlement | -2,521 | -1,019 | 0 | ||||||||
Impairment of long-lived assets | 20,820 | 43,441 | 0 | ||||||||
Other operating (income) loss | -4,535 | 2,494 | -57,459 | ||||||||
Interest expense | 61,019 | 200,558 | 150,589 | ||||||||
Gain on disposition of WhiteWave common stock | 0 | -415,783 | 0 | ||||||||
Loss on early retirement of debt | 63,300 | 1,437 | 63,387 | 0 | |||||||
Other (income) expense, net | -1,620 | -400 | -1,664 | ||||||||
Income (loss) from continuing operations before income taxes | -52,283 | 283,034 | 111,760 | ||||||||
Income tax expense (benefit) | -32,096 | -42,325 | 87,945 | ||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | -20,187 | 325,359 | 23,815 | ||||||||
Income (loss) from continuing operations | 5,704 | -15,136 | -963 | -9,792 | -37,362 | 415,518 | -32,057 | -20,740 | -20,187 | 325,359 | 23,815 |
Income (loss) from discontinued operations, net of tax | -652 | 2,803 | 139,279 | ||||||||
Gain (loss) on sale of discontinued operations, net of tax | 543 | 491,195 | -2,053 | ||||||||
Net income (loss) | 5,277 | -15,972 | -645 | -8,956 | -37,677 | 415,120 | -53,883 | 495,797 | -20,296 | 819,357 | 161,041 |
Net loss attributable to non-controlling interest | -6,179 | -2,419 | |||||||||
Net income (loss) attributable to Dean Foods Company | -37,677 | 415,120 | -56,870 | 492,605 | -20,296 | 813,178 | 158,622 | ||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | -27,793 | 96,369 | 8,467 | ||||||||
Comprehensive income (loss) attributable to Dean Foods Company | -48,089 | 909,547 | 167,089 | ||||||||
Parent | |||||||||||
General and administrative | 2,383 | 2,301 | 8,847 | ||||||||
Litigation settlement | -2,521 | -1,019 | |||||||||
Other operating (income) loss | 290 | 574 | |||||||||
Interest expense | 43,333 | 184,472 | 131,714 | ||||||||
Gain on disposition of WhiteWave common stock | -415,783 | ||||||||||
Loss on early retirement of debt | 1,437 | 63,387 | |||||||||
Other (income) expense, net | -2,400 | -2,300 | -8,163 | ||||||||
Income (loss) from continuing operations before income taxes | -42,232 | 168,652 | -132,972 | ||||||||
Income tax expense (benefit) | -15,290 | -99,908 | -46,699 | ||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | -26,942 | 268,560 | -86,273 | ||||||||
Equity in earnings (loss) of consolidated subsidiaries | 6,158 | 544,618 | 247,355 | ||||||||
Income (loss) from continuing operations | -20,784 | 813,178 | 161,082 | ||||||||
Gain (loss) on sale of discontinued operations, net of tax | 488 | -2,460 | |||||||||
Net income (loss) | -20,296 | 813,178 | 158,622 | ||||||||
Net income (loss) attributable to Dean Foods Company | 813,178 | 158,622 | |||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | -25,424 | 100,488 | 2,002 | ||||||||
Comprehensive income (loss) attributable to Dean Foods Company | -45,720 | 913,666 | 160,624 | ||||||||
Guarantor Subsidiaries | |||||||||||
Net sales | 9,490,049 | 9,002,872 | 9,262,725 | ||||||||
Cost of sales | 7,819,276 | 7,151,985 | 7,170,595 | ||||||||
Gross profit | 1,670,773 | 1,850,887 | 2,092,130 | ||||||||
Selling and distribution | 1,353,810 | 1,336,319 | 1,418,615 | ||||||||
General and administrative | 284,434 | 306,367 | 402,518 | ||||||||
Amortization of intangibles | 2,889 | 3,669 | 3,758 | ||||||||
Facility closing and reorganization costs | 4,460 | 27,008 | 55,787 | ||||||||
Impairment of long-lived assets | 20,820 | 40,027 | |||||||||
Other operating (income) loss | -4,535 | 2,204 | |||||||||
Interest expense | 11,855 | 11,945 | 11,744 | ||||||||
Other (income) expense, net | 3,589 | 3,269 | -44,551 | ||||||||
Income (loss) from continuing operations before income taxes | -6,549 | 120,079 | 244,259 | ||||||||
Income tax expense (benefit) | -15,166 | 61,829 | 94,725 | ||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | 8,617 | 58,250 | 149,534 | ||||||||
Equity in earnings (loss) of consolidated subsidiaries | -1,953 | -2,035 | -1,759 | ||||||||
Income (loss) from continuing operations | 6,664 | 56,215 | 147,775 | ||||||||
Income (loss) from discontinued operations, net of tax | 332 | ||||||||||
Gain (loss) on sale of discontinued operations, net of tax | 491,200 | ||||||||||
Net income (loss) | 6,996 | 547,415 | 147,775 | ||||||||
Net income (loss) attributable to Dean Foods Company | 547,415 | 147,775 | |||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | -1,567 | 4,204 | -1,495 | ||||||||
Comprehensive income (loss) attributable to Dean Foods Company | 5,429 | 551,619 | 146,280 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Net sales | 13,147 | 13,449 | 11,937 | ||||||||
Cost of sales | 10,457 | 9,749 | 8,808 | ||||||||
Gross profit | 2,690 | 3,700 | 3,129 | ||||||||
Selling and distribution | 1,243 | 1,426 | 916 | ||||||||
General and administrative | 1,927 | 1,785 | 1,592 | ||||||||
Impairment of long-lived assets | 3,414 | ||||||||||
Other operating (income) loss | -58,033 | ||||||||||
Interest expense | 5,831 | 4,141 | 7,131 | ||||||||
Other (income) expense, net | -2,809 | -1,369 | 51,050 | ||||||||
Income (loss) from continuing operations before income taxes | -3,502 | -5,697 | 473 | ||||||||
Income tax expense (benefit) | -1,640 | -4,246 | 39,919 | ||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | -1,862 | -1,451 | -39,446 | ||||||||
Income (loss) from continuing operations | -1,862 | -1,451 | -39,446 | ||||||||
Income (loss) from discontinued operations, net of tax | -984 | 2,803 | 139,279 | ||||||||
Gain (loss) on sale of discontinued operations, net of tax | 55 | -5 | 407 | ||||||||
Net income (loss) | -2,791 | 1,347 | 100,240 | ||||||||
Net loss attributable to non-controlling interest | -6,179 | -2,419 | |||||||||
Net income (loss) attributable to Dean Foods Company | -4,832 | 97,821 | |||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | -802 | -8,323 | 7,960 | ||||||||
Comprehensive income (loss) attributable to Dean Foods Company | -3,593 | -13,155 | 105,781 | ||||||||
Eliminations | |||||||||||
Equity in earnings (loss) of consolidated subsidiaries | -4,205 | -542,583 | -245,596 | ||||||||
Income (loss) from continuing operations | -4,205 | -542,583 | -245,596 | ||||||||
Net income (loss) | -4,205 | -542,583 | -245,596 | ||||||||
Net income (loss) attributable to Dean Foods Company | -542,583 | -245,596 | |||||||||
Comprehensive income (loss) attributable to Dean Foods Company | ($4,205) | ($542,583) | ($245,596) |
Debt_Condensed_Consolidating_S1
Debt - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities — continuing operations | $152,946 | ($330,727) | $204,879 |
Net cash provided by operating activities — discontinued operations | 0 | 14,086 | 277,539 |
Net cash provided by (used in) operating activities | 152,946 | -316,641 | 482,418 |
Cash flows from investing activities: | |||
Payments for property, plant and equipment | -149,421 | -175,163 | -123,892 |
Proceeds from insurance and other recoveries | 3,075 | ||
Proceeds from divestitures | 0 | 0 | 58,034 |
Other, net | 0 | 0 | -253 |
Proceeds from sale of fixed assets | 27,629 | 9,940 | 12,962 |
Net cash used in investing activities — continuing operations | -121,792 | -165,223 | -50,074 |
Net cash provided by (used in) investing activities — discontinued operations | 0 | 1,403,494 | -124,104 |
Net cash provided by (used in) investing activities | -121,792 | 1,238,271 | -174,178 |
Cash flows from financing activities: | |||
Repayments of debt | -668 | -1,027,416 | -1,350,275 |
Early retirement of debt | -23,812 | -400,000 | 0 |
Premiums paid on early retirement of debt | -1,161 | -57,243 | 0 |
Proceeds from senior secured revolver | 2,277,297 | 1,043,700 | 2,481,800 |
Payments for senior secured revolver | -2,257,246 | -1,258,450 | -2,316,500 |
Proceeds from receivables-backed facility | 2,656,000 | 908,000 | 2,683,816 |
Payments for receivables-backed facility | -2,634,000 | -695,000 | -2,906,311 |
Proceeds from short-term credit facility | 0 | 626,750 | 0 |
Payments for short-term credit facility | 0 | -37,521 | 0 |
Common stock repurchases | -25,000 | 0 | 0 |
Cash dividends paid | -26,232 | 0 | 0 |
Payment of financing costs | -3,287 | -6,197 | |
Issuance of common stock, net of share repurchases for withholding taxes | 7,861 | 23,481 | 6,434 |
Tax savings on share-based compensation | 360 | 1,954 | 571 |
Net cash used in financing activities — continuing operations | -29,888 | -877,942 | -1,400,465 |
Net cash provided by (used in) financing activities — discontinued operations | 0 | -51,584 | 1,098,002 |
Net cash provided by (used in) financing activities | -29,888 | -929,526 | -302,463 |
Effect of exchange rate changes on cash and cash equivalents | -1,666 | 1 | 733 |
Increase (decrease) in cash and cash equivalents | -400 | -7,895 | 6,510 |
Cash and cash equivalents, beginning of period | 16,762 | 24,657 | 18,147 |
Cash and cash equivalents, end of period | 16,362 | 16,762 | 24,657 |
Parent | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities — continuing operations | -550,566 | -88,002 | |
Net cash provided by (used in) operating activities | -60,367 | -550,566 | -88,002 |
Cash flows from investing activities: | |||
Payments for property, plant and equipment | -1,564 | ||
Proceeds from intercompany note | 1,155,000 | ||
Proceeds from insurance and other recoveries | 3,075 | ||
Net cash used in investing activities — continuing operations | 0 | 1,156,511 | |
Net cash provided by (used in) investing activities — discontinued operations | 1,441,322 | ||
Net cash provided by (used in) investing activities | 0 | 1,441,322 | 1,156,511 |
Cash flows from financing activities: | |||
Repayments of debt | -1,027,198 | -1,350,263 | |
Early retirement of debt | -23,812 | -400,000 | |
Premiums paid on early retirement of debt | -1,161 | -57,243 | |
Proceeds from senior secured revolver | 2,277,297 | 1,043,700 | 2,481,800 |
Payments for senior secured revolver | -2,257,246 | -1,258,450 | -2,316,500 |
Proceeds from short-term credit facility | 626,750 | ||
Payments for short-term credit facility | -37,521 | ||
Common stock repurchases | -25,000 | ||
Cash dividends paid | -26,232 | ||
Payment of financing costs | -1,552 | -6,197 | |
Issuance of common stock, net of share repurchases for withholding taxes | 7,861 | 23,481 | 6,434 |
Tax savings on share-based compensation | 360 | 1,954 | 571 |
Net change in intercompany balances | 120,800 | 172,437 | 121,630 |
Net cash used in financing activities — continuing operations | -918,287 | -1,056,328 | |
Net cash provided by (used in) financing activities | 71,315 | -918,287 | -1,056,328 |
Increase (decrease) in cash and cash equivalents | 10,948 | -27,531 | 12,181 |
Cash and cash equivalents, beginning of period | -12,289 | 15,242 | 3,061 |
Cash and cash equivalents, end of period | -1,341 | -12,289 | 15,242 |
Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities — continuing operations | 161,706 | 304,686 | |
Net cash provided by (used in) operating activities | 206,982 | 161,706 | 304,686 |
Cash flows from investing activities: | |||
Payments for property, plant and equipment | -149,421 | -175,163 | -122,328 |
Proceeds from divestitures | 58,034 | ||
Other, net | -253 | ||
Proceeds from sale of fixed assets | 27,629 | 9,940 | 12,962 |
Net cash used in investing activities — continuing operations | -165,223 | -51,585 | |
Net cash provided by (used in) investing activities | -121,792 | -165,223 | -51,585 |
Cash flows from financing activities: | |||
Repayments of debt | -668 | -218 | -12 |
Net change in intercompany balances | -94,929 | 21,166 | -259,797 |
Net cash used in financing activities — continuing operations | 20,948 | -259,809 | |
Net cash provided by (used in) financing activities | -95,597 | 20,948 | -259,809 |
Effect of exchange rate changes on cash and cash equivalents | 2 | ||
Increase (decrease) in cash and cash equivalents | -10,407 | 17,433 | -6,708 |
Cash and cash equivalents, beginning of period | 17,433 | 0 | 6,708 |
Cash and cash equivalents, end of period | 7,026 | 17,433 | 0 |
Non-Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities — continuing operations | 58,133 | -11,805 | |
Net cash provided by operating activities — discontinued operations | 14,086 | 277,539 | |
Net cash provided by (used in) operating activities | 6,331 | 72,219 | 265,734 |
Cash flows from investing activities: | |||
Proceeds from dividend | 70,000 | ||
Net cash used in investing activities — continuing operations | 0 | 70,000 | |
Net cash provided by (used in) investing activities — discontinued operations | -37,828 | -124,104 | |
Net cash provided by (used in) investing activities | 0 | -37,828 | -54,104 |
Cash flows from financing activities: | |||
Proceeds from receivables-backed facility | 2,656,000 | 908,000 | 2,683,816 |
Payments for receivables-backed facility | -2,634,000 | -695,000 | -2,906,311 |
Repayment of intercompany note | -1,155,000 | ||
Payment of intercompany dividend | -70,000 | ||
Payment of financing costs | -1,735 | ||
Net change in intercompany balances | -25,871 | -193,603 | 138,167 |
Net cash used in financing activities — continuing operations | 19,397 | -1,309,328 | |
Net cash provided by (used in) financing activities — discontinued operations | -51,584 | 1,098,002 | |
Net cash provided by (used in) financing activities | -5,606 | -32,187 | -211,326 |
Effect of exchange rate changes on cash and cash equivalents | -1,666 | -1 | 733 |
Increase (decrease) in cash and cash equivalents | -941 | 2,203 | 1,037 |
Cash and cash equivalents, beginning of period | 11,618 | 9,415 | 8,378 |
Cash and cash equivalents, end of period | 10,677 | 11,618 | 9,415 |
Eliminations | |||
Cash flows from investing activities: | |||
Proceeds from intercompany note | -1,155,000 | ||
Proceeds from dividend | -70,000 | ||
Net cash used in investing activities — continuing operations | -1,225,000 | ||
Net cash provided by (used in) investing activities | -1,225,000 | ||
Cash flows from financing activities: | |||
Repayment of intercompany note | 1,155,000 | ||
Payment of intercompany dividend | 70,000 | ||
Net cash used in financing activities — continuing operations | 1,225,000 | ||
Net cash provided by (used in) financing activities | $1,225,000 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments and Fair Value Measurements - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Jan. 04, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Jan. 31, 2013 | Oct. 31, 2012 | Jun. 30, 2013 | |
Derivative [Line Items] | ||||||||
Payment of termination of interest rate swaps | $28,000,000 | |||||||
Accumulated other comprehensive income (loss), net of tax | -84,983,000 | -57,190,000 | ||||||
Reclassified from accumulated other comprehensive income | 220,000 | -58,784,000 | -24,964,000 | |||||
Commodities Contracts | ||||||||
Derivative [Line Items] | ||||||||
Reclassified from accumulated other comprehensive income | -200,000 | |||||||
Cash Flow Hedging | Interest Rate Swap Contracts | ||||||||
Derivative [Line Items] | ||||||||
Payment of termination of interest rate swaps | 1,000,000,000 | |||||||
Minimum | ||||||||
Derivative [Line Items] | ||||||||
Anticipated requirements, Outstanding purchase commitment | one month | |||||||
Maximum | ||||||||
Derivative [Line Items] | ||||||||
Anticipated requirements, Outstanding purchase commitment | one year | |||||||
2017 Swaps Novated To WhiteWave | WhiteWave Foods | ||||||||
Derivative [Line Items] | ||||||||
Economic interest in WhiteWave | 13.30% | |||||||
2017 Swaps Novated To WhiteWave | Interest Rate Swap Contracts | ||||||||
Derivative [Line Items] | ||||||||
Notional Amount | 650,000,000 | |||||||
Maturity date of Interest Rate Swaps | 31-Mar-17 | |||||||
Accumulated other comprehensive income (loss), before tax | -63,400,000 | |||||||
Accumulated other comprehensive income (loss), net of tax | ($38,900,000) |
Derivative_Financial_Instrumen3
Derivative Financial Instruments and Fair Value Measurements - Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $2 | $969 |
Derivative Liability, Fair Value, Gross Liability | 4,392 | 318 |
Designated As Hedging Instrument | Commodities Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 714 |
Derivative Liability, Fair Value, Gross Liability | 0 | 204 |
Not Designated As Hedging Instruments | Commodities Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 2 | 255 |
Derivative Liability, Fair Value, Gross Liability | $4,392 | $114 |
Derivative_Financial_Instrumen4
Derivative Financial Instruments and Fair Value Measurements - Gains and Losses on Derivatives Designated as Cash Flow Hedges (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Losses on interest rate swap contracts | $94,832 | $38,607 |
(Gains)/losses on commodities contracts | 1,046 | 2,916 |
(Gains)/losses on foreign currency contracts | ($78) | ($320) |
Derivative_Financial_Instrumen5
Derivative Financial Instruments and Fair Value Measurements - Summary of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Commodities Contracts, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | $2 | $969 |
Liability - Fair Value | 4,392 | 318 |
Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | 2 | 969 |
Liability - Fair Value | $4,392 | $318 |
Derivative_Financial_Instrumen6
Derivative Financial Instruments and Fair Value Measurements - Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2013 |
Subsidiary debt obligations | Senior Notes Due 2017 | |||
Debt Instrument [Line Items] | |||
Senior Notes, Carrying Value | $134,913,000 | $132,808,000 | |
Senior Notes, Fair Value | 151,230,000 | 153,005,000 | |
Dean Foods Company | Senior Notes Due 2016 | |||
Debt Instrument [Line Items] | |||
Senior Notes, Carrying Value | 475,819,000 | 475,579,000 | |
Senior Notes, Fair Value | 507,140,000 | 527,378,000 | |
Debt Instrument, Repurchased Face Amount | 400,000,000 | ||
Dean Foods Company | Senior Notes Due 2018 | |||
Debt Instrument [Line Items] | |||
Senior Notes, Carrying Value | 0 | 23,812,000 | |
Senior Notes, Fair Value | 0 | 26,908,000 | |
Debt Instrument, Repurchased Face Amount | $24,000,000 |
Derivative_Financial_Instrumen7
Derivative Financial Instruments and Fair Value Measurements - Summary of SERP Assets Measured at Fair Value on Recurring Basis (Detail) (Recurring, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | $12 | $5 |
Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 1,929 | 2,103 |
Level 2 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 12 | 5 |
Level 2 | Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | $1,929 | $2,103 |
Common_Stock_and_ShareBased_Co2
Common Stock and Share-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Aug. 26, 2013 | Aug. 26, 2013 | Nov. 30, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | 15-May-13 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Quarterly dividends expected (in dollars per share) | $0.07 | ||||||||||
Annual dividends expected (in dollars per share) | $0.28 | ||||||||||
Dividends paid (in dollars per share) | $0.07 | $0.07 | $0.07 | ||||||||
Cash dividends paid | $6,500,000 | $6,500,000 | $6,500,000 | $6,500,000 | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||
Common stock, par value | $0.01 | $0.01 | $0.01 | ||||||||
Reverse stock split ratio | 0.5 | 0.5 | |||||||||
Authorized to repurchase common stock | 2,300,000,000 | ||||||||||
Authorized to repurchase additional common stock | 2,380,000,000 | ||||||||||
Share repurchases (shares) | 1,727,000 | ||||||||||
Share repurchases | 25,000,000 | ||||||||||
Amount available for repurchase | 300,000,000 | ||||||||||
Shares available for issuance | 10,240,000 | 10,240,000 | |||||||||
Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Reverse stock split ratio | 0.5 | ||||||||||
Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Reverse stock split ratio | 0.125 | ||||||||||
Ninteen Ninty Seven Stock Option And Restricted Stock Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum stock options grants | 37,500,000 | 37,500,000 | |||||||||
Ninteen Eighty Nine Dean Foods Company Stock Awards Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum stock options grants | 5,700,000 | 5,700,000 | |||||||||
Dean Foods Company Two Thousand Seven Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum stock options grants | 12,300,000 | 12,300,000 | |||||||||
Stock option awarded | 1.67 | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Option vested on grant | In general, employee options vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date. | ||||||||||
Expected option term, in years | 10 years | ||||||||||
Cash received from stock option exercises | 9,500,000 | ||||||||||
Cash benefit for tax deductions realized for option exercises | 800,000 | ||||||||||
Total unrecognized stock option expense | 100,000 | 100,000 | |||||||||
Unrecognized compensation expense expected to be recognized period, years | 2 months 7 days | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Total unrecognized stock option expense | 10,200,000 | 10,200,000 | |||||||||
Unrecognized compensation expense expected to be recognized period, years | 1 year 7 months 17 days | ||||||||||
Awards outstanding | 1,011,129 | 1,011,129 | 776,290 | ||||||||
Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Option vested on grant | Shares of restricted stock vest one-third on grant, one-third on the first anniversary of grant and one-third on the second anniversary of grant. | ||||||||||
Awards outstanding | 39,234 | 39,234 | 24,199 | ||||||||
Restricted Stock | Non-Employee Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of fee value option to receive in restricted stock | 150.00% | ||||||||||
Cash Performance Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Awards outstanding | 0 | 0 | 1,526,250 | ||||||||
Cash Performance Units | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Payout range, cash performance units | 0.00% | ||||||||||
Cash Performance Units | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Payout range, cash performance units | 200.00% | ||||||||||
WhiteWave Foods | Spinoff | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | 6,700,000 | ||||||||||
WhiteWave Foods | Stock Options | Spinoff | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | $5,700,000 |
Common_Stock_and_ShareBased_Co3
Common Stock and Share-Based Compensation - Share Repurchase Activity (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of shares repurchased | 1,727 |
Weighted average purchase price per share | $14.45 |
Amount of share repurchases | $25,000 |
Common_Stock_and_ShareBased_Co4
Common Stock and Share-Based Compensation - Weighted Average Assumptions Used to Estimate Fair Value of Grant Issued (Detail) (Dean Foods Company) | 12 Months Ended |
Dec. 31, 2012 | |
Dean Foods Company | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 44.00% |
Expected dividend yield | 0.00% |
Expected option term (years) | 5 years |
Risk-free rate of return, minimum | 0.62% |
Risk-free rate of return, maximum | 0.89% |
Common_Stock_and_ShareBased_Co5
Common Stock and Share-Based Compensation - Summary of Stock Option Activity (Detail) (Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning Balance, Outstanding | 5,055,035 | |
Forfeited and canceled, Options | -625,789 | |
Exercised, Options | -737,679 | |
Ending Balance, Outstanding | 3,691,567 | |
Options vested and expected to vest at ending balance, Options | 3,691,323 | |
Options exercisable, Options | 3,605,028 | 4,721,948 |
Weighted Average Exercise Price | ||
Beginning Balancing, Outstanding, Weighted Average Exercise Price | $19.35 | |
Forfeited and canceled, Weighted Average Exercise Price | $20.84 | |
Exercised, Weighted Average Exercise Price | $14.16 | |
Ending Balancing, Outstanding, Weighted Average Exercise Price | $20.13 | |
Options vested and expected to vest at ending balance, Weighted Average Exercise Price | $20.13 | |
Options exercisable, Weighted Average Exercise Price | $20.35 | $19.98 |
Options outstanding at ending balance, Weighted Average Contractual Life | 2 years 10 months 6 days | |
Options vested and expected to vest at ending balance, Weighted Average Contractual Life | 2 years 10 months 6 days | |
Options exercisable at ending balance, Weighted Average Contractual Life | 2 years 9 months | |
Options outstanding at ending balance, Aggregate Intrinsic Value | $3,662,586 | |
Options vested and expected to vest at ending balance, Aggregate Intrinsic Value | 3,661,193 | |
Options exercisable at ending balance, Aggregate Intrinsic Value | $3,127,851 |
Common_Stock_and_ShareBased_Co6
Common Stock and Share-Based Compensation - Summary Options Outstanding and Exercisable (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
$8.96 to $10.44 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit | $8.96 |
Exercise price range, Upper limit | $10.44 |
Number Outstanding, Options Outstanding | 391,189 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 6 years 9 months |
Weighted-Average Exercise Price, Options Outstanding | $9.86 |
Number Exercisable, Options Exercisable | 316,998 |
Weighted-Average Exercise Price, Options Exercisable | $9.86 |
12.60 to 16.98 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit | $12.60 |
Exercise price range, Upper limit | $16.98 |
Number Outstanding, Options Outstanding | 336,156 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 3 years 7 months 6 days |
Weighted-Average Exercise Price, Options Outstanding | $14.37 |
Number Exercisable, Options Exercisable | 323,808 |
Weighted-Average Exercise Price, Options Exercisable | $14.41 |
17.36 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit | $17.36 |
Number Outstanding, Options Outstanding | 570,655 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 3 years 10 months 17 days |
Weighted-Average Exercise Price, Options Outstanding | $17.36 |
Number Exercisable, Options Exercisable | 570,655 |
Weighted-Average Exercise Price, Options Exercisable | $17.36 |
17.48 to 21.90 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit | $17.48 |
Exercise price range, Upper limit | $21.90 |
Number Outstanding, Options Outstanding | 207,373 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 1 year 3 months 11 days |
Weighted-Average Exercise Price, Options Outstanding | $21.04 |
Number Exercisable, Options Exercisable | 207,373 |
Weighted-Average Exercise Price, Options Exercisable | $21.04 |
21.96 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit | $21.96 |
Number Outstanding, Options Outstanding | 436,780 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 2 years 10 months 21 days |
Weighted-Average Exercise Price, Options Outstanding | $21.96 |
Number Exercisable, Options Exercisable | 436,780 |
Weighted-Average Exercise Price, Options Exercisable | $21.96 |
22.22 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit | $22.22 |
Number Outstanding, Options Outstanding | 825,497 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 1 year 0 months 4 days |
Weighted-Average Exercise Price, Options Outstanding | $22.22 |
Number Exercisable, Options Exercisable | 825,497 |
Weighted-Average Exercise Price, Options Exercisable | $22.22 |
23.08 to 25.18 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit | $23.08 |
Exercise price range, Upper limit | $25.18 |
Number Outstanding, Options Outstanding | 265,438 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 2 years 9 months 26 days |
Weighted-Average Exercise Price, Options Outstanding | $23.19 |
Number Exercisable, Options Exercisable | 265,438 |
Weighted-Average Exercise Price, Options Exercisable | $23.19 |
26.06 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit | $26.06 |
Number Outstanding, Options Outstanding | 574,343 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 2 years 0 months 4 days |
Weighted-Average Exercise Price, Options Outstanding | $26.06 |
Number Exercisable, Options Exercisable | 574,343 |
Weighted-Average Exercise Price, Options Exercisable | $26.06 |
26.52 to 27.58 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit | $26.52 |
Exercise price range, Upper limit | $27.58 |
Number Outstanding, Options Outstanding | 74,800 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 2 years 4 months 24 days |
Weighted-Average Exercise Price, Options Outstanding | $27.26 |
Number Exercisable, Options Exercisable | 74,800 |
Weighted-Average Exercise Price, Options Exercisable | $27.26 |
27.6 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit | $27.60 |
Number Outstanding, Options Outstanding | 9,336 |
Weighted-Average Remaining Contractual Life, Options Outstanding | 2 years 4 months 17 days |
Weighted-Average Exercise Price, Options Outstanding | $27.60 |
Number Exercisable, Options Exercisable | 9,336 |
Weighted-Average Exercise Price, Options Exercisable | $27.60 |
Common_Stock_and_ShareBased_Co7
Common Stock and Share-Based Compensation - Additional Information Stock Option Activity (Detail) (Stock Option, USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average per share grant date fair value of options granted | $0 | $0 | $5.44 |
Intrinsic value of options exercised | $2,078 | $9,540 | $6,084 |
Fair value of shares vested | 4,717 | 4,084 | 12,580 |
Tax benefit related to stock option expense | $169 | $2,534 | $2,661 |
Common_Stock_and_ShareBased_Co8
Common Stock and Share-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding | 776,290 |
Stock units issued | 749,606 |
Shares issued upon vesting of stock units | -261,559 |
Stock units canceled or forfeited | -253,208 |
Ending Balance, Outstanding | 1,011,129 |
Weighted average grant date fair value | $14.57 |
Employees | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding | 680,017 |
Stock units issued | 690,239 |
Shares issued upon vesting of stock units | -219,278 |
Stock units canceled or forfeited | -252,428 |
Ending Balance, Outstanding | 898,550 |
Weighted average grant date fair value | $14.67 |
Director | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding | 96,273 |
Stock units issued | 59,367 |
Shares issued upon vesting of stock units | -42,281 |
Stock units canceled or forfeited | -780 |
Ending Balance, Outstanding | 112,579 |
Weighted average grant date fair value | $13.75 |
Common_Stock_and_ShareBased_Co9
Common Stock and Share-Based Compensation - Stock Units Grants and Stock Units Expense (Detail) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value of RSUs granted | $14.62 | $15.45 | $12.01 |
Tax benefit related to RSU expense | $990 | $1,493 | $3,904 |
Recovered_Sheet1
Common Stock and Share-Based Compensation - Summary of Restricted Stock Activity (Detail) (Restricted Stock, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding | 24,199 |
Restricted shares granted | 40,036 |
Restricted shares vested | -25,001 |
Forfeited | 0 |
Ending Balance, Outstanding | 39,234 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance, Outstanding | $22.76 |
Restricted shares granted, Weighted-Average Grant Date Fair Value | $16.27 |
Restricted shares vested, Weighted-Average Grant Date Fair Value | $20.26 |
Restricted shares forfeited, Weighted-Average Grant Date Fair Value | $0 |
Ending Balance, Outstanding | $17.82 |
Recovered_Sheet2
Common Stock and Share-Based Compensation - Summary of Phantom Share Activity (Detail) (Phantom Shares, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Phantom Shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding | 1,111,059 |
Restricted shares granted | 587,092 |
Converted/paid | -548,088 |
Forfeited | -113,732 |
Ending Balance, Outstanding | 1,036,331 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance, Outstanding | $17.72 |
Granted | $14.25 |
Converted/paid | $17.71 |
Forfeited | $16.40 |
Ending Balance, Outstanding | $15.91 |
Recovered_Sheet3
Common Stock and Share-Based Compensation - Summary of Share Based Compensation Expense Recognized (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $12,276 | $19,288 | $27,463 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 438 | 6,520 | 7,061 |
Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 4,521 | 5,114 | 11,688 |
Cash Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 0 | 0 | 331 |
Phantom Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $7,317 | $7,654 | $8,383 |
Recovered_Sheet4
Common Stock and Share-Based Compensation - Summary of Share Based Compensation Expense Recognized Footnotes (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2012 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Additional compensation expense | $12.10 | |
WhiteWave Foods | Spinoff | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 6.7 | |
WhiteWave Foods | Spinoff | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 5.7 | |
WhiteWave Foods | Spinoff | Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $1 |
Earnings_Per_Share_Reconciliat
Earnings Per Share - Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Basic earnings (loss) per share computation: | ||||||||||||||
Income (loss) from continuing operations | $5,704 | ($15,136) | ($963) | ($9,792) | ($37,362) | $415,518 | ($32,057) | ($20,740) | ($20,187) | $325,359 | $23,815 | |||
Average common shares - Basic | 93,916,656 | [1] | 93,785,611 | [1] | 92,375,378 | [1] | ||||||||
Basic earnings (loss) per share from continuing operations | ($0.22) | [1] | $3.47 | [1] | $0.26 | [1] | ||||||||
Diluted earnings (loss) per share computation: | ||||||||||||||
Income (loss) from continuing operations | $5,704 | ($15,136) | ($963) | ($9,792) | ($37,362) | $415,518 | ($32,057) | ($20,740) | ($20,187) | $325,359 | $23,815 | |||
Stock option conversion | 0 | 670,485 | 245,911 | |||||||||||
Stock units | 0 | 340,140 | 444,623 | |||||||||||
Average common shares - diluted | 93,916,656 | [1] | 94,796,236 | [1] | 93,065,912 | [1] | ||||||||
Diluted earnings (loss) per share from continuing operations | ($0.22) | [1] | $3.43 | [1] | $0.26 | [1] | ||||||||
Common Stock | ||||||||||||||
Diluted earnings (loss) per share computation: | ||||||||||||||
Anti-dilutive options excluded | 3,840,637 | 3,554,064 | 7,099,437 | |||||||||||
Stock Units | ||||||||||||||
Diluted earnings (loss) per share computation: | ||||||||||||||
Anti-dilutive options excluded | 312,971 | 7,071 | 8,192 | |||||||||||
[1] | Basic and diluted earnings (loss) per common share and average basic and diluted shares outstanding for the year ended December 31, 2012 have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. |
Changes_in_Accumulated_Other_C
- Changes in Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | ($57,190) | ||
Other comprehensive loss before reclassifications | -23,864 | ||
Amounts reclassified from accumulated other comprehensive income | -3,929 | ||
Net current-period other comprehensive loss | -27,793 | 94,985 | 9,255 |
Ending Balance | -84,983 | -57,190 | |
Gains/Losses on Cash Flow Hedges | |||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | 423 | -58,452 | |
Other comprehensive loss before reclassifications | -116 | -91 | |
Amounts reclassified from accumulated other comprehensive income | -220 | 58,784 | |
Net current-period other comprehensive loss | -336 | 58,693 | |
Spin-Off of WhiteWave | 182 | ||
Ending Balance | 87 | 423 | |
Pension and Other Postretirement Benefits Items | |||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | -57,224 | -105,845 | |
Other comprehensive loss before reclassifications | -22,946 | 56,541 | |
Amounts reclassified from accumulated other comprehensive income | -3,709 | -9,472 | |
Net current-period other comprehensive loss | -26,655 | 47,069 | |
Spin-Off of WhiteWave | 1,552 | ||
Ending Balance | -83,879 | -57,224 | |
Foreign Currency Items | |||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | -389 | -22,287 | |
Other comprehensive loss before reclassifications | -802 | -9,393 | |
Amounts reclassified from accumulated other comprehensive income | 0 | ||
Net current-period other comprehensive loss | -802 | -9,393 | |
Spin-Off of WhiteWave | 31,291 | ||
Ending Balance | -1,191 | -389 | |
Attributable to Parent | |||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | -186,584 | ||
Other comprehensive loss before reclassifications | 47,057 | ||
Amounts reclassified from accumulated other comprehensive income | 49,312 | ||
Net current-period other comprehensive loss | 96,369 | ||
Spin-Off of WhiteWave | 33,025 | ||
Ending Balance | -57,190 | ||
Non-controlling Interest | |||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning Balance | -3,683 | ||
Other comprehensive loss before reclassifications | -1,378 | ||
Amounts reclassified from accumulated other comprehensive income | -6 | ||
Net current-period other comprehensive loss | -1,384 | ||
Spin-Off of WhiteWave | 5,067 | ||
Ending Balance | $0 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||
Jan. 04, 2013 | Jan. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Loss on Contract Termination | $28,000,000 | |||||
Accumulated other comprehensive income (loss), net of tax | -84,983,000 | -57,190,000 | ||||
Interest Rate Swap Contracts | Minimum | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative instrument maturity year | 2013 | |||||
Interest Rate Swap Contracts | Maximum | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative instrument maturity year | 2016 | |||||
Interest Rate Swap Contracts | 2017 Swaps Novated To WhiteWave | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Accumulated other comprehensive income (loss), before tax | -63,400,000 | |||||
Accumulated other comprehensive income (loss), net of tax | -38,900,000 | |||||
Interest Rate Swap Contracts | Cash Flow Hedging | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Loss on Contract Termination | 1,000,000,000 | |||||
Interest Expense [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Net change in value of derivative instruments | 28,100,000 | |||||
Net change in value of derivative instruments, net of tax | ($17,300,000) |
Employee_Retirement_and_Profit2
Employee Retirement and Profit Sharing Plans - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Minimum requisite service period, years | one or more years of service | |
Unrecognized prior service costs, before tax | $3,800,000 | $3,500,000 |
Unrecognized prior service costs, net of tax | 2,300,000 | 2,100,000 |
Unrecognized actuarial losses, before tax | 128,700,000 | 86,800,000 |
Unrecognized actuarial losses, net of tax | 79,300,000 | 53,100,000 |
Prior service costs expected to be recognized next fiscal year | 900,000 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 600,000 | |
Actuarial losses expected to be recognized next fiscal year | 8,500,000 | |
Actuarial losses expected to be recognized next fiscal year, net of tax | 5,200,000 | |
Current accrued pension liability | 800,000 | |
Employer expected contribution in 2014 | 2,600,000 | |
Frozen defined benefit plan obligations | 90.00% | |
Accumulated benefit obligation for all defined benefit plans | 341,300,000 | 290,600,000 |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan participants' contributions, allowed percentage of participants' annual compensation | 1.00% | |
Plans in green zone | 80.00% | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan participants' contributions, allowed percentage of participants' annual compensation | 20.00% | |
Plans in red zone | 65.00% | |
Plans in yellow zone | 80.00% | |
De-risking strategy in 2014 | Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Targets investment in equity securities, fixed income, cash equivalents and other investments, percentage | 50.00% | |
De-risking strategy in 2014 | Fixed Income Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Targets investment in equity securities, fixed income, cash equivalents and other investments, percentage | 49.00% | |
De-risking strategy in 2014 | Cash and Cash Equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Targets investment in equity securities, fixed income, cash equivalents and other investments, percentage | 1.00% | |
De-risking strategy in 2014 | Other Investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Targets investment in equity securities, fixed income, cash equivalents and other investments, percentage | 1.00% | |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded status at end of year | -56,240,000 | -23,727,000 |
Employer expected contribution in 2014 | $5,400,000 | |
Weighted average discount rate | 4.08% | 4.90% |
Employee_Retirement_and_Profit3
Employee Retirement and Profit Sharing Plans - Retirement and Profit Sharing Plan Expenses (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Defined benefit plans | $4,729 | $10,400 | $12,969 |
Defined contribution plans | 16,503 | 17,619 | 17,637 |
Multiemployer pension and certain union plans | 28,933 | 29,148 | 27,016 |
Total | $50,165 | $57,167 | $57,622 |
Employee_Retirement_and_Profit4
Employee Retirement and Profit Sharing Plans - Reconciliation of Projected Benefit Obligation and Fair Value of Plans Assets (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at end of year | $290,746 | $270,123 | |
Pension Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 293,850 | 347,798 | |
Service cost | 3,081 | 3,692 | 3,068 |
Interest cost | 13,979 | 12,496 | |
Plan participants’ contributions | 13 | 12 | |
Plan amendments | -411 | 0 | |
Actuarial (gain) loss | 57,716 | -45,076 | |
Benefits paid | -22,462 | -25,072 | |
Benefit obligation at end of year | 345,766 | 293,850 | 347,798 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 270,123 | 251,094 | |
Actual return on plan assets | 28,980 | 32,558 | |
Employer contributions | 14,338 | 11,531 | |
Plan participants’ contributions | 13 | 12 | |
Benefits paid | -22,462 | -25,072 | |
Plan settlements | -1,466 | 0 | |
Fair value of plan assets at end of year | 289,526 | 270,123 | 251,094 |
Funded status at end of year | ($56,240) | ($23,727) |
Employee_Retirement_and_Profit5
Employee Retirement and Profit Sharing Plans - Summary of Assumptions Used to Determine Benefit Obligations (Detail) (Pension Plan) | Dec. 31, 2014 | Dec. 31, 2013 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average discount rate | 4.08% | 4.90% |
Rate of compensation increase | 4.00% | 4.00% |
Employee_Retirement_and_Profit6
Employee Retirement and Profit Sharing Plans - Summary of Assumptions Used to Determine Net Periodic Benefit Cost (Detail) (Pension Plan) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted average discount rate | 4.90% | 3.70% | 4.50% |
Expected return on plan assets | 7.00% | 7.50% | 7.67% |
Rate of compensation increase | 4.00% | 4.00% | 4.00% |
Employee_Retirement_and_Profit7
Employee Retirement and Profit Sharing Plans - Net Periodic Benefit Cost (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Amortizations: | |||
Net periodic benefit cost | $4,729 | $10,400 | $12,969 |
Pension Plan | |||
Components of net periodic benefit cost: | |||
Service cost | 3,081 | 3,692 | 3,068 |
Interest cost | 13,979 | 12,496 | 14,001 |
Expected return on plan assets | -18,761 | -18,531 | -17,413 |
Amortizations: | |||
Unrecognized transition obligation | 0 | 0 | 112 |
Prior service cost | 787 | 791 | 759 |
Unrecognized net loss | 5,105 | 11,759 | 11,667 |
Effect of settlement | 538 | -136 | 0 |
Other | 0 | 329 | 774 |
Net periodic benefit cost | $4,729 | $10,400 | $12,968 |
Employee_Retirement_and_Profit8
Employee Retirement and Profit Sharing Plans - Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Compensation and Retirement Disclosure [Abstract] | ||
Projected benefit obligation | $345.80 | $282.60 |
Accumulated benefit obligation | 341.3 | 279.4 |
Fair value of plan assets | $289.50 | $258.30 |
Employee_Retirement_and_Profit9
Employee Retirement and Profit Sharing Plans - Estimated Pension Plan (Detail) (Pension Plan, USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2015 | $18.20 |
2016 | 18.5 |
2017 | 19.1 |
2018 | 19.6 |
2019 | 19.8 |
Next five years | $105.70 |
Recovered_Sheet5
Employee Retirement and Profit Sharing Plans - Fair Values by Category of Inputs (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | $290,746 | $270,123 | |
Equity Securities, Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 210 | 177 | |
Equity Securities Index Funds U S Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 135,726 | 133,763 | |
Equity Securities Index Funds International Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 0 | 27,571 | |
Equity Securities Index Funds Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 8,101 | 8,712 | |
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 144,037 | 170,223 | |
Fixed Income, Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 140,714 | 92,103 | |
Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 2,921 | 3,093 | |
Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 143,635 | 95,196 | |
Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 2,507 | 3,840 | |
Total Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 2,507 | 3,840 | |
Other Investments Partnerships Joint Ventures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 567 | 864 | |
Other Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 567 | 864 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 210 | 177 | |
Level 1 | Equity Securities, Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 210 | 177 | |
Level 1 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 210 | 177 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 287,048 | 265,989 | |
Level 2 | Equity Securities Index Funds U S Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 135,726 | 133,763 | |
Level 2 | Equity Securities Index Funds International Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 0 | 27,571 | |
Level 2 | Equity Securities Index Funds Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 8,101 | 8,712 | |
Level 2 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 143,827 | 170,046 | |
Level 2 | Fixed Income, Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 140,714 | 92,103 | |
Level 2 | Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 0 | 0 | |
Level 2 | Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 140,714 | 92,103 | |
Level 2 | Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 2,507 | 3,840 | |
Level 2 | Total Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 2,507 | 3,840 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 3,488 | 3,957 | 4,385 |
Level 3 | Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 2,921 | 3,093 | 2,938 |
Level 3 | Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 2,921 | 3,093 | |
Level 3 | Other Investments Partnerships Joint Ventures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 567 | 864 | 1,447 |
Level 3 | Other Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | $567 | $864 |
Recovered_Sheet6
Employee Retirement and Profit Sharing Plans - Fair Values by Category of Inputs Footnotes (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ||
U.S. large-cap stocks percentage | 90.00% | 90.00% |
International stocks percentage | 10.00% | 10.00% |
Recovered_Sheet7
Employee Retirement and Profit Sharing Plans - Reconciliation of Change in Fair Value Measurement of Defined Benefit Plans (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at end of year | $290,746 | $270,123 |
Fixed Income Diversified Funds | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at end of year | 2,921 | 3,093 |
Other Investments Partnerships Joint Ventures | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at end of year | 567 | 864 |
Level 3 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of year | 3,957 | 4,385 |
Relating to instruments still held at reporting date | -41 | -187 |
Purchases, sales and settlements (net) | -1,836 | -828 |
Transfers in and/or out of Level 3 | 1,408 | 587 |
Fair value of plan assets at end of year | 3,488 | 3,957 |
Level 3 | Fixed Income Diversified Funds | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of year | 3,093 | 2,938 |
Relating to instruments still held at reporting date | 117 | 119 |
Purchases, sales and settlements (net) | -1,836 | -828 |
Transfers in and/or out of Level 3 | 1,547 | 864 |
Fair value of plan assets at end of year | 2,921 | 3,093 |
Level 3 | Other Investments Partnerships Joint Ventures | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of year | 864 | 1,447 |
Relating to instruments still held at reporting date | -158 | -306 |
Transfers in and/or out of Level 3 | -139 | -277 |
Fair value of plan assets at end of year | $567 | $864 |
Recovered_Sheet8
Employee Retirement and Profit Sharing Plans - Schedule of Information Regarding Participation in Multiemployer Pension Plans (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Western Conference of Teamsters Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 916145047 | |
Pension Plan Number | 1 | |
PPA Zone Status | Green | Green |
FIP / RP Status Pending/ Implemented | NA | |
Extended Amortization Provisions | No | |
Expiration Date of Associated Collective Bargaining Agreement(s), First | 28-Feb-15 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | 31-May-17 | |
Central States Southeast And Southwest Areas Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 366044243 | |
Pension Plan Number | 1 | |
PPA Zone Status | Red | Red |
FIP / RP Status Pending/ Implemented | Implemented | |
Extended Amortization Provisions | No | |
Expiration Date of Associated Collective Bargaining Agreement(s), First | 15-Feb-15 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | 30-Apr-17 | |
Retail Wholesale Department Store International Union And Industry Pension Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 630708442 | |
Pension Plan Number | 1 | |
PPA Zone Status | Green | Green |
FIP / RP Status Pending/ Implemented | NA | |
Extended Amortization Provisions | Yes | |
Expiration Date of Associated Collective Bargaining Agreement(s), First | 7-Jun-15 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | 30-Sep-17 | |
Dairy Industry Union Pension Plan For Philadelphia Vicinity | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 236283288 | |
Pension Plan Number | 1 | |
PPA Zone Status | Green | Red |
Extended Amortization Provisions | Yes | |
Expiration Date of Associated Collective Bargaining Agreement(s), First | 30-Jun-17 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | 31-Mar-18 |
Recovered_Sheet9
Employee Retirement and Profit Sharing Plans - Schedule of Information Regarding Participation in Multiemployer Pension Plans Footnotes (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Agreement | |
Western Conference of Teamsters Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Collective bargaining agreements | 18 |
Percentage of agreements representing total employee participants | 25.00% |
Central States Southeast And Southwest Areas Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Collective bargaining agreements | 21 |
Central States Southeast And Southwest Areas Pension Plan | Agreements Expiring in 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of agreements representing total employee participants | 17.00% |
Central States Southeast And Southwest Areas Pension Plan | Agreements Expiring in 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of agreements representing total employee participants | 69.00% |
Central States Southeast And Southwest Areas Pension Plan | Agreements Expiring in 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of agreements representing total employee participants | 14.00% |
Retail Wholesale Department Store International Union And Industry Pension Fund | |
Defined Benefit Plan Disclosure [Line Items] | |
Collective bargaining agreements | 8 |
Retail Wholesale Department Store International Union And Industry Pension Fund | Agreements Expiring in 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of agreements representing total employee participants | 50.00% |
Retail Wholesale Department Store International Union And Industry Pension Fund | Agreements Expiring in 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of agreements representing total employee participants | 4.00% |
Retail Wholesale Department Store International Union And Industry Pension Fund | Agreements Expiring in 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of agreements representing total employee participants | 46.00% |
Dairy Industry Union Pension Plan For Philadelphia Vicinity | |
Defined Benefit Plan Disclosure [Line Items] | |
Collective bargaining agreements | 4 |
Dairy Industry Union Pension Plan For Philadelphia Vicinity | Maximum | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of agreements representing total employee participants | 69.00% |
Recovered_Sheet10
Employee Retirement and Profit Sharing Plans - Schedule of Information Regarding Contribution in Multiemployer Pension Plans (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | $28,933 | $29,148 | $27,016 |
Western Conference of Teamsters Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 916145047 | ||
Pension Plan Number | 1 | ||
Central States Southeast And Southwest Areas Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 366044243 | ||
Pension Plan Number | 1 | ||
Retail Wholesale Department Store International Union And Industry Pension Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 630708442 | ||
Pension Plan Number | 1 | ||
Dairy Industry Union Pension Plan For Philadelphia Vicinity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 236283288 | ||
Pension Plan Number | 1 | ||
Dean Foods Company | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | 28,900 | 29,100 | 27,000 |
Dean Foods Company | Western Conference of Teamsters Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 916145047 | ||
Pension Plan Number | 100 | ||
Total contribution | 12,900 | 13,500 | 12,700 |
Surcharge Imposed | No | ||
Dean Foods Company | Central States Southeast And Southwest Areas Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 366044243 | ||
Pension Plan Number | 100 | ||
Total contribution | 11,900 | 11,100 | 9,500 |
Surcharge Imposed | No | ||
Dean Foods Company | Retail Wholesale Department Store International Union And Industry Pension Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 630708442 | ||
Pension Plan Number | 100 | ||
Total contribution | 1,300 | 1,300 | 1,300 |
Surcharge Imposed | No | ||
Dean Foods Company | Dairy Industry Union Pension Plan For Philadelphia Vicinity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 236283288 | ||
Pension Plan Number | 100 | ||
Total contribution | 2,000 | 1,800 | 1,800 |
Surcharge Imposed | No | ||
Dean Foods Company | All Other Multiemployer Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | $800 | $1,400 | $1,700 |
Postretirement_Benefits_Other_2
Postretirement Benefits Other Than Pensions - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | $3,800,000 | $3,500,000 |
Unrecognized prior service costs, net of tax | 2,300,000 | 2,100,000 |
Unrecognized actuarial losses, before tax | -128,700,000 | -86,800,000 |
Unrecognized actuarial losses, net of tax | -79,300,000 | -53,100,000 |
Prior service costs expected to be recognized next fiscal year | 900,000 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 600,000 | |
Actuarial losses expected to be recognized next fiscal year | 8,500,000 | |
Actuarial losses expected to be recognized next fiscal year, net of tax | 5,200,000 | |
Accrued postretirement liability, current | 2,600,000 | |
Employer expected contribution in 2014 | 2,600,000 | |
Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | 677,500 | 742,000 |
Unrecognized prior service costs, net of tax | 415,300 | 453,000 |
Unrecognized actuarial losses, before tax | -3,100,000 | -2,300,000 |
Unrecognized actuarial losses, net of tax | -1,900,000 | -1,400,000 |
Prior service costs expected to be recognized next fiscal year | 91,800 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 56,300 | |
Actuarial losses expected to be recognized next fiscal year | 62,600 | |
Actuarial losses expected to be recognized next fiscal year, net of tax | 38,400 | |
Funded status at end of year | ($39,126,000) | ($37,230,000) |
Postretirement_Benefits_Other_3
Postretirement Benefits Other Than Pensions - Funded Status of Plans (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $290,746 | $270,123 |
Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligation at beginning of year | 37,230 | 37,428 |
Service cost | 824 | 816 |
Interest cost | 1,663 | 1,223 |
Employee contributions | 380 | 415 |
Actuarial (gain) loss | 895 | -1,102 |
Benefits paid | -1,866 | -1,550 |
Benefit obligation at end of year | 39,126 | 37,230 |
Fair value of plan assets at end of year | 0 | 0 |
Funded status | ($39,126) | ($37,230) |
Postretirement_Benefits_Other_4
Postretirement Benefits Other Than Pensions - Summary of Assumptions Used to Determine Benefit Obligations (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Benefit Obligation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Healthcare cost trend rate assumed for next year | 7.70% | 7.90% | |
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 4.50% | 4.50% | |
Year of ultimate rate achievement | 2029 | 2029 | |
Weighted average discount rate | 3.85% | 4.64% | |
Net Periodic Benefit Cost | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Healthcare cost trend rate assumed for next year | 7.90% | 8.20% | 8.50% |
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 4.50% | 4.50% | 4.50% |
Year of ultimate rate achievement | 2029 | 2029 | 2029 |
Weighted average discount rate | 4.64% | 3.38% | 4.34% |
Postretirement_Benefits_Other_5
Postretirement Benefits Other Than Pensions - Net Periodic Benefit Cost (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | $4,729 | $10,400 | $12,969 |
Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service and interest cost | 2,487 | 2,039 | 1,939 |
Prior service cost | 65 | 26 | 26 |
Unrecognized net loss | 75 | 298 | 129 |
Other | 98 | 2,286 | 1,868 |
Net periodic benefit cost | $2,725 | $4,649 | $3,962 |
Postretirement_Benefits_Other_6
Postretirement Benefits Other Than Pensions - Effects of One Percent Change in Assumed Health Care Cost Trend Rates (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | |
Effect on total of service and interest cost components, 1-Percentage-Point Increase | $326 |
Effect on total of service and interest cost components, 1-Percentage-Point Decrease | -275 |
Effect on postretirement obligation, 1-Percentage-Point Increase | 4,285 |
Effect on postretirement obligation, 1-Percentage-Point Decrease | ($3,657) |
Postretirement_Benefits_Other_7
Postretirement Benefits Other Than Pensions - Estimated Post retirement Health Care Plan Benefit Payments (Detail) (Postretirement Benefits, USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2015 | $2.60 |
2016 | 2.6 |
2017 | 2.6 |
2018 | 2.6 |
2019 | 2.8 |
Next five years | $14.60 |
Asset_Impairment_Charges_and_F2
Asset Impairment Charges and Facility Closing and Reorganization Costs - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Restructuring and Related Activities [Abstract] | ||
Impairments of plant, property and equipment | $20.80 | $35.50 |
Impairments related to intangible assets | $0 | $7.90 |
Asset_Impairment_Charges_and_F3
Asset Impairment Charges and Facility Closing and Reorganization Costs - Approved Plans and Related Charges (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | |||
Other | $0 | $5,000 | ($968,000) |
Total | 4,460,000 | 27,008,000 | 55,787,000 |
Closure of facilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Closure of facilities | 4,460,000 | 20,845,000 | 18,536,000 |
Charges incurred to date | 44,000,000 | ||
Expected costs | 6,900,000 | ||
Functional Realignment | |||
Restructuring Cost and Reserve [Line Items] | |||
Functional Realignment | 0 | 892,000 | 32,219,000 |
Charges incurred to date | 33,100,000 | ||
Field and Functional Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | 0 | 5,266,000 | 6,000,000 |
Charges incurred to date | $11,300,000 |
Asset_Impairment_Charges_and_F4
Asset Impairment Charges and Facility Closing and Reorganization Costs - Facility Closing and Reorganization Costs (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Cost and Reserve [Line Items] | |||
Charges and Adjustments | $4,460 | $27,008 | $55,787 |
Restructuring Charges, Cash | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued Charges, Beginning Balance | 17,389 | 13,792 | |
Charges and Adjustments | 2,989 | 27,149 | |
Payments | -12,240 | -23,552 | |
Accrued Charges, Ending balance | 8,138 | 17,389 | |
Restructuring Charges, Cash | Workforce Reduction Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued Charges, Beginning Balance | 9,028 | 11,579 | |
Charges and Adjustments | -2,877 | 11,872 | |
Payments | -4,868 | -14,423 | |
Accrued Charges, Ending balance | 1,283 | 9,028 | |
Restructuring Charges, Cash | Shutdown Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued Charges, Beginning Balance | 0 | 0 | |
Charges and Adjustments | 4,822 | 6,051 | |
Payments | -4,822 | -6,051 | |
Accrued Charges, Ending balance | 0 | 0 | |
Restructuring Charges, Cash | Lease Obligations After Shutdown | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued Charges, Beginning Balance | 8,361 | 1,986 | |
Charges and Adjustments | 446 | 7,822 | |
Payments | -1,952 | -1,447 | |
Accrued Charges, Ending balance | 6,855 | 8,361 | |
Restructuring Charges, Cash | Restructuring Charges, Other | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued Charges, Beginning Balance | 0 | 227 | |
Charges and Adjustments | 598 | 1,404 | |
Payments | -598 | -1,631 | |
Accrued Charges, Ending balance | 0 | 0 | |
Restructuring Charges, Noncash Charges | Restructuring Charges, Other | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges and Adjustments | 841 | 447 | |
Restructuring Charges, Noncash Charges | Write-Down of Assets | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges and Adjustments | 5,384 | 3,270 | |
Restructuring Charges, Noncash Charges | Loss on Sale of Related Assets | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges and Adjustments | ($4,754) | ($3,858) |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Cash Flows [Abstract] | |||
Cash paid for interest and financing charges, net of capitalized interest | $52,122 | $90,695 | $134,979 |
Net cash paid (received) for taxes | -31,469 | 401,641 | 147,580 |
Non-cash additions to property, plant and equipment, including capital leases | $7,455 | $6,672 | $4,060 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 21, 2001 | |
Commitments and Contingencies [Line Items] | ||||
Accrued liabilities related to retained risks | $147,900,000 | $146,400,000 | ||
Rent expenses | 118,900,000 | 124,700,000 | 126,200,000 | |
Minimum | ||||
Commitments and Contingencies [Line Items] | ||||
Lease term, (years) | 1 year | |||
Maximum | ||||
Commitments and Contingencies [Line Items] | ||||
Lease term, (years) | 20 years | |||
Contingent Promissory Note | ||||
Commitments and Contingencies [Line Items] | ||||
Principal amount of contingent promissory note | 40,000,000 | |||
Promissory note term | 20 years | |||
Contingent promissory note, maximum amount including interest | $96,000,000 | |||
Promissory note, maturity date | 21-Dec-21 | |||
DFA | ||||
Commitments and Contingencies [Line Items] | ||||
Acquired interest percentage | 33.80% |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Payments under Non-Cancelable Operating Leases and Capital Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $79,994 |
2016 | 59,365 |
2017 | 47,491 |
2018 | 42,084 |
2019 | 32,164 |
Thereafter | 27,014 |
Total minimum lease payments | $288,112 |
Segment_Geographic_and_Custome2
Segment, Geographic and Customer Information - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | |||
Number of manufacturing facilities | 68 | ||
Number of reportable segments | 1 | ||
Sales | Largest Customer | |||
Segment Reporting Information [Line Items] | |||
Percentage of sales | 16.00% | 19.00% | 23.00% |
Sales | Foreign Operations | |||
Segment Reporting Information [Line Items] | |||
Percentage of sales | 1.00% | 1.00% | 1.00% |
Segment_Geographic_and_Custome3
Segment, Geographic and Customer Information - Segment Profit or Loss Other Than Depreciation and Amortization (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating income: | ||||
Dean Foods | $26,777 | $202,720 | $259,013 | |
Facility closing and reorganization costs | -4,460 | -27,008 | -55,787 | |
Litigation settlements | 2,521 | 1,019 | 0 | |
Impairment other long-lived assets | -20,820 | -43,441 | 0 | |
Other operating income (loss) | 4,535 | -2,494 | 57,459 | |
Operating income | 8,553 | 130,796 | 260,685 | |
Other (income) expense: | ||||
Interest expense | 61,019 | 200,558 | 150,589 | |
Loss on early retirement of long-term debt | 63,300 | 1,437 | 63,387 | 0 |
Gain on disposition of WhiteWave common stock | 0 | -415,783 | 0 | |
Other income, net | -1,620 | -400 | -1,664 | |
Income (loss) from continuing operations before income taxes | ($52,283) | $283,034 | $111,760 |
Quarterly_Results_of_Operation2
Quarterly Results of Operations - Summary of Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Net sales | $2,395,007 | $2,373,280 | $2,393,869 | $2,341,040 | $2,295,450 | $2,200,899 | $2,227,542 | $2,292,430 | $9,503,196 | $9,016,321 | $9,274,662 | |||
Gross profit | 441,400 | 416,800 | 399,088 | 416,175 | 445,770 | 441,285 | 472,300 | 495,232 | 1,673,463 | 1,854,587 | 2,095,259 | |||
Income (loss) from continuing operations | 5,704 | -15,136 | -963 | -9,792 | -37,362 | 415,518 | -32,057 | -20,740 | -20,187 | 325,359 | 23,815 | |||
Net income (loss) | 5,277 | -15,972 | -645 | -8,956 | -37,677 | 415,120 | -53,883 | 495,797 | -20,296 | 819,357 | 161,041 | |||
Net income (loss) attributable to Dean Foods Company | ($37,677) | $415,120 | ($56,870) | $492,605 | ($20,296) | $813,178 | $158,622 | |||||||
Basic (per share) | $0.06 | ($0.16) | ($0.01) | ($0.10) | ($0.40) | $4.41 | ($0.34) | ($0.22) | ($0.22) | [1] | $8.67 | [1] | $1.72 | [1] |
Diluted (per share) | $0.06 | ($0.16) | ($0.01) | ($0.10) | ($0.40) | $4.36 | ($0.34) | ($0.22) | ($0.22) | [1] | $8.58 | [1] | $1.70 | [1] |
[1] | Basic and diluted earnings (loss) per common share and average basic and diluted shares outstanding for the year ended December 31, 2012 have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. |
Quarterly_Results_of_Operation3
Quarterly Results of Operations - Summary of Quarterly Results of Operations Footnotes (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Aug. 26, 2013 | Aug. 26, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Data [Line Items] | |||||||||||||
Facility closing and reorganization costs, net of tax | $1,800,000 | $500,000 | $600,000 | $5,900,000 | $4,700,000 | $3,200,000 | $3,600,000 | ||||||
Gain on sale of investment | 0 | 415,783,000 | 0 | ||||||||||
Impairments of plant, property and equipment | 20,800,000 | 35,500,000 | |||||||||||
Impairments related to intangible assets | 0 | 7,900,000 | |||||||||||
Loss on early retirement of long-term debt | -63,300,000 | -1,437,000 | -63,387,000 | 0 | |||||||||
Reverse stock split ratio | 0.5 | 0.5 | |||||||||||
WhiteWave Foods | |||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||
Impairments of plant, property and equipment | 22,900,000 | ||||||||||||
Impairments related to intangible assets | 5,100,000 | ||||||||||||
Seniors Notes Due 2018 and Senior Notes Due 2016 | |||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||
Loss on early retirement of long-term debt | -38,700,000 | ||||||||||||
Common Class A | WhiteWave Foods | |||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||
Gain on sale of investment | $415,800,000 | $415,800,000 |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts - Valuation And Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $12,083 | $12,522 | $9,157 |
Charged to (Reduction in) Costs and Expenses | 5,045 | 3,197 | 4,970 |
Other | 278 | 214 | |
Deductions | -2,278 | -3,914 | -1,819 |
Balance at End of Period | 14,850 | 12,083 | 12,522 |
Valuation Allowance of Deferred Tax Assets | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 8,733 | 7,570 | 8,667 |
Charged to (Reduction in) Costs and Expenses | 4,444 | 1,163 | -1,097 |
Balance at End of Period | $13,177 | $8,733 | $7,570 |