Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | DEAN FOODS CO | ||
Trading Symbol | DF | ||
Entity Central Index Key | 931,336 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 90,759,214 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,640 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 17,980 | $ 60,734 |
Receivables, net of allowances of $5,118 and $13,960 | 669,200 | 653,156 |
Income tax receivable | 5,578 | 7,985 |
Inventories | 284,484 | 253,326 |
Deferred income taxes | 37,504 | 54,735 |
Prepaid expenses and other current assets | 43,884 | 47,627 |
Total current assets | 1,058,630 | 1,077,563 |
Property, plant and equipment, net | 1,163,851 | 1,174,137 |
Goodwill | 154,112 | 86,841 |
Identifiable intangible and other assets, net | 207,897 | 150,236 |
Deferred income taxes | 21,737 | 31,386 |
Total | 2,606,227 | 2,520,163 |
Current liabilities: | ||
Accounts payable and accrued expenses | 706,981 | 741,988 |
Current portion of debt | 140,806 | 1,493 |
Current portion of litigation settlements | 0 | 18,414 |
Total current liabilities | 847,787 | 761,895 |
Long-term debt, net | 745,245 | 833,080 |
Deferred income taxes | 126,009 | 106,820 |
Other long-term liabilities | 276,630 | 272,864 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Preferred stock, none issued | 0 | 0 |
Common stock, 90,586,741 and 91,428,274 shares issued and outstanding, with a par value of $0.01 per share | 906 | 914 |
Additional paid-in capital | 653,629 | 679,916 |
Retained earnings (accumulated deficit) | 45,654 | (49,523) |
Accumulated other comprehensive loss | (89,633) | (85,803) |
Total stockholders’ equity | 610,556 | 545,504 |
Total | $ 2,606,227 | $ 2,520,163 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance | $ 5,118 | $ 13,960 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares issued | 90,586,741 | 91,428,274 |
Common stock, shares outstanding | 90,586,741 | 91,428,274 |
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 7,710,226 | $ 8,121,661 | $ 9,503,196 |
Cost of sales | 5,722,710 | 6,147,252 | 7,829,733 |
Gross profit | 1,987,516 | 1,974,409 | 1,673,463 |
Operating costs and expenses: | |||
Selling and distribution | 1,348,349 | 1,379,317 | 1,355,053 |
General and administrative | 346,028 | 350,324 | 288,744 |
Amortization of intangibles | 20,752 | 21,653 | 2,889 |
Facility closing and reorganization costs, net | 8,719 | 19,844 | 4,460 |
Litigation settlements | 0 | 0 | (2,521) |
Impairment of intangible and long-lived assets | 0 | 109,910 | 20,820 |
Other operating income | 0 | 0 | (4,535) |
Total operating costs and expenses | 1,723,848 | 1,881,048 | 1,664,910 |
Operating income | 263,668 | 93,361 | 8,553 |
Other (income) expense: | |||
Interest expense | 66,795 | 66,813 | 61,019 |
Loss on early retirement of long-term debt | 0 | 43,609 | 1,437 |
Other income, net | (5,778) | (3,751) | (1,620) |
Total other expense | 61,017 | 106,671 | 60,836 |
Income (loss) from continuing operations before income taxes | 202,651 | (13,310) | (52,283) |
Income tax expense (benefit) | 82,034 | (5,229) | (32,096) |
Income (loss) from continuing operations | 120,617 | (8,081) | (20,187) |
Loss from discontinued operations, net of tax | (312) | (1,095) | (652) |
Gain (loss) on sale of discontinued operations, net of tax | (376) | 668 | 543 |
Net income (loss) | $ 119,929 | $ (8,508) | $ (20,296) |
Average common shares: | |||
Basic (in shares) | 90,933,886 | 93,298,467 | 93,916,656 |
Diluted (in shares) | 91,510,483 | 93,298,467 | 93,916,656 |
Basic income (loss) per common share: | |||
Income (loss) from continuing operations (in dollars per share) | $ 1.33 | $ (0.09) | $ (0.22) |
Loss from discontinued operations (in dollars per share) | (0.01) | 0 | 0 |
Net income (loss) (in dollars per share) | 1.32 | (0.09) | (0.22) |
Diluted income (loss) per common share: | |||
Income (loss) from continuing operations (in dollars per share) | 1.32 | (0.09) | (0.22) |
Loss from discontinued operations (in dollars per share) | (0.01) | 0 | 0 |
Net income (loss) (in dollars per share) | $ 1.31 | $ (0.09) | $ (0.22) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 119,929 | $ (8,508) | $ (20,296) |
Other comprehensive loss: | |||
Cumulative translation adjustment | (2,257) | (1,333) | (802) |
Unrealized loss on derivative instruments, net of tax: | |||
Change in fair value of derivative instruments | 0 | (87) | (116) |
Less: reclassification adjustments for losses included in net income | 0 | 0 | (220) |
Defined benefit pension and other postretirement benefit plans, net of tax: | |||
Prior service costs arising during the period | 0 | (43) | (659) |
Net loss arising during the period | (8,452) | (5,036) | (30,159) |
Less: amortization of prior service cost included in net periodic benefit cost | 6,879 | 5,679 | 4,163 |
Other comprehensive loss | (3,830) | (820) | (27,793) |
Comprehensive income (loss) | $ 116,099 | $ (9,328) | $ (48,089) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings(Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | |
Balance at Dec. 31, 2013 | $ 714,315 | $ 948 | $ 791,276 | $ (20,719) | $ (57,190) | |
Balance, Shares at Dec. 31, 2013 | 94,831,377 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
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) | (1,727,275) | |||||
Share repurchases | (25,000) | $ (17) | (24,983) | |||
Dividends | [1] | (26,232) | (26,232) | |||
Net income (loss) | (20,296) | (20,296) | ||||
Other comprehensive income (loss) (Note 12): | ||||||
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 benefit of $139 | (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) | |
Balance, Shares at Dec. 31, 2014 | 94,080,840 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 513,016 | |||||
Issuance of common stock, net of tax impact of share-based compensation | (1,668) | $ 5 | (1,673) | |||
Share-based compensation expense | $ 8,488 | 8,488 | ||||
Share repurchases (shares) | (3,166,000) | (3,165,582) | ||||
Share repurchases | $ (53,010) | $ (32) | (52,978) | |||
Dividends | [1] | (26,296) | (26,296) | |||
Net income (loss) | (8,508) | (8,508) | ||||
Other comprehensive income (loss) (Note 12): | ||||||
Change in fair value of derivative instruments, net of tax benefit | (87) | (87) | ||||
Amounts reclassified to statement of operations related to hedging activities, net of tax benefit of $139 | 0 | |||||
Cumulative translation adjustment | (1,333) | (1,333) | ||||
Pension liability adjustment, net of tax benefit | 600 | 600 | ||||
Balance at Dec. 31, 2015 | $ 545,504 | $ 914 | 679,916 | (49,523) | (85,803) | |
Balance, Shares at Dec. 31, 2015 | 91,428,274 | 91,428,274 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 529,652 | |||||
Issuance of common stock, net of tax impact of share-based compensation | $ (1,748) | $ 6 | (1,754) | |||
Share-based compensation expense | $ 8,843 | 8,843 | ||||
Share repurchases (shares) | (1,371,000) | (1,371,185) | ||||
Share repurchases | $ (25,000) | $ (14) | (24,986) | |||
Dividends | [1] | (33,142) | (8,390) | (24,752) | ||
Net income (loss) | 119,929 | 119,929 | ||||
Other comprehensive income (loss) (Note 12): | ||||||
Change in fair value of derivative instruments, net of tax benefit | 0 | |||||
Amounts reclassified to statement of operations related to hedging activities, net of tax benefit of $139 | 0 | |||||
Cumulative translation adjustment | (2,257) | (2,257) | ||||
Pension liability adjustment, net of tax benefit | (1,573) | (1,573) | ||||
Balance at Dec. 31, 2016 | $ 610,556 | $ 906 | $ 653,629 | $ 45,654 | $ (89,633) | |
Balance, Shares at Dec. 31, 2016 | 90,586,741 | 90,586,741 | ||||
[1] | Cash dividends declared per common share were $0.36, $0.28 and $0.28 in the years ended December 31, 2016, 2015 and 2014, respectively. |
CONSOLIDATED STATEMENTS OF STO7
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared per common share (in dollars per share) | $ 0.36 | $ 0.28 | $ 0.28 |
Change in fair value of derivative instruments, tax benefit | $ 0 | $ 54 | $ 41 |
Reclassified to statement of operations related to hedging activities, tax benefit (expense) | 139 | ||
Pension liability adjustment, tax benefit (expense) | $ 678 | $ 394 | $ 16,073 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 119,929 | $ (8,508) | $ (20,296) |
Loss from discontinued operations | 312 | 1,095 | 652 |
(Gain) loss on sale of discontinued operations | 376 | (668) | (543) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 178,385 | 176,884 | 164,297 |
Share-based compensation expense | 29,830 | 16,377 | 12,276 |
(Gain) loss on divestitures and other, net | 1,265 | 2,736 | (7,549) |
Impairment of intangible and long-lived assets | 0 | 109,910 | 20,820 |
Loss on early retirement of debt | 0 | 43,609 | 1,437 |
Deferred income taxes | 26,376 | (34,359) | 62,927 |
Obligations under litigation settlement | 0 | 0 | (2,521) |
Other, net | (4,861) | 9,225 | 7,954 |
Changes in operating assets and liabilities: | |||
Receivables, net | (462) | 94,279 | 3,369 |
Inventories | (19,434) | (1,495) | 11,237 |
Prepaid expenses and other assets | 7,474 | 8,148 | 7,849 |
Accounts payable and accrued expenses | (65,165) | (46,524) | (41,253) |
Income taxes receivable/payable | 2,241 | 56,297 | (49,105) |
Litigation settlements | (18,853) | (18,853) | (18,605) |
Net cash provided by operating activities | 257,413 | 408,153 | 152,946 |
Cash flows from investing activities: | |||
Payments for property, plant and equipment | (144,642) | (162,542) | (149,421) |
Payments for acquisitions, net of cash acquired | (158,203) | 0 | 0 |
Proceeds from sale of fixed assets | 14,705 | 18,495 | 27,629 |
Other | 0 | (2,200) | 0 |
Net cash used in investing activities | (288,140) | (146,247) | (121,792) |
Cash flows from financing activities: | |||
Repayments of debt | (1,232) | (1,416) | (668) |
Early retirement of debt | 0 | (476,188) | (23,812) |
Premiums paid on early retirement of debt | 0 | (37,309) | (1,161) |
Payments of financing costs | 0 | (16,816) | (3,287) |
Proceeds from senior secured revolver | 254,300 | 360,670 | 2,277,297 |
Payments for senior secured revolver | (245,200) | (430,971) | (2,257,246) |
Proceeds from receivables securitization facility | 945,000 | 685,000 | 2,656,000 |
Payments for receivables securitization facility | (905,000) | (920,000) | (2,634,000) |
Proceeds from issuance of 2023 notes | 0 | 700,000 | 0 |
Common stock repurchases | (25,000) | (53,010) | (25,000) |
Cash dividends paid | (32,828) | (26,182) | (26,232) |
Issuance of common stock, net of share repurchases for withholding taxes | (720) | (16) | 7,861 |
Tax savings on share-based compensation | 746 | 342 | 360 |
Net cash used in financing activities | (9,934) | (215,896) | (29,888) |
Effect of exchange rate changes on cash and cash equivalents | (2,093) | (1,638) | (1,666) |
Change in cash and cash equivalents | (42,754) | 44,372 | (400) |
Cash and cash equivalents, beginning of period | 60,734 | 16,362 | 16,762 |
Cash and cash equivalents, end of period | $ 17,980 | $ 60,734 | $ 16,362 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 fluid milk and other dairy and dairy case products in the United States. We have aligned our leadership team, operating strategy, and sales, logistics and supply chain initiatives into 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 national, regional and local dairy brands and a wide array of private labels. We also produce and distribute DairyPure ® , our national white milk brand, and TruMoo ® , our national flavored milk brand, 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. We have aligned our leadership team, operating strategy, and sales, logistics and supply chain initiatives into a single operating and reportable segment. Unless stated otherwise, any reference to income statement items in these financial statements refers to results from continuing operations. 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 15 . 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 Finite-lived trademarks 5 to 10 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(1) Over the terms of the related debt (1) Deferred financing costs associated with our receivables securitization facility and senior secured credit facility are recorded as assets in the identifiable intangible and other assets, net line of our Consolidated Balance Sheets. Beginning on January 1, 2016, we adopted ASU No. 2015-03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs, discussed below. Upon our adoption of ASU No. 2015-03, deferred financing costs associated with the senior notes due 2023 were reclassified from other assets to a reduction to the carrying amount of the liability on our Consolidated Balance Sheets and retroactively applied to prior periods. All of our deferred financing costs are amortized to interest expense 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 5 . 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, 2015 and 2016 , there were no assets classified as held for sale. 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 and performance 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 10 . 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 a local jurisdiction income tax return with respect to its operations, the earnings from which are expected to be reinvested indefinitely. At December 31, 2016 , no provision had been made for U.S. federal or state income tax on approximately $18.5 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 $59.6 million in 2016 , $44.8 million in 2015 and $27.5 million in 2014 . Prepaid advertising expense totaled $1.9 million in 2016 and $0.7 million in each of 2015 and 2014 . 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 $1.1 billion in 2016 , and $1.2 billion in each of 2015 and 2014 . 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 insurers with high deductibles. In other areas, we are self-insured. Accrued liabilities related to these retained risks are calculated based upon loss development factors that 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 of products and packaging. Our total research and development expense was $3.0 million , $2.3 million and $1.9 million for 2016 , 2015 and 2014 , respectively. Research and development costs are primarily included in general and administrative expenses in our Consolidated Statements of Operations. Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 clarifies ASU 2015-03 by allowing the presentation of debt issuance costs related to a line-of-credit to be recorded as an asset instead of as a direct deduction of the carrying amount of the debt liability as required by ASU 2015-03, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-03 in the first quarter of 2016 and this presentation has been retroactively applied to prior periods. Beginning in the first quarter of 2016, presentation of debt issuance costs, not related to revolving credit agreements, were reclassified from other assets and are netted against the outstanding debt balance. See Note 8 . Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. For public companies, this guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a material impact on our financial statements. In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections and Investments - Equity Method and Joint Ventures: Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. The new guidance is intended to provide clarity in relation to the disclosure of the impact that ASU 2014-09, ASU 2016-02 and ASU 2016-13 will have on our financial statements when adopted. The effective date for this guidance is the same as the effective date for ASU 2014-09, ASU 2016-02 and ASU 2016-13. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business. The new guidance clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public companies, this standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective date. Early application of the amendments is allowed with certain restrictions. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In October 2016, the FASB issued ASU No. 2016-17, Consolidation: Interests Held through Related Parties That Are Under Common Control. The new guidance is intended to change how a reporting entity that is the single decision maker of a variable interest entity should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. For public companies, this standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2016-17 is not expected to have a material impact on our financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 reduces complexity by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer (other than inventory) when the transfer occurs. The new guidance is intended to reduce the complexity of GAAP and diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation - Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public companies, the amendments in this standard are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating the expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. Early adoption is permitted. The adoption of ASU 2016-09 is not expected to have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires lessees to recognize lease assets and lease liabilities in the balance sheet and disclose key information about leasing arrangements, such as information about variable lease payments and options to renew and terminate leases. The amended guidance will require both operating and finance leases to be recognized in the balance sheet. Additionally, the amended guidance aligns lessor accounting to comparable guidance in Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be adopted using a modified retrospective transition approach, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. We do not intend to early adopt the standard. We anticipate the impact of this standard to be significant to our Consolidated Balance Sheet due to the amount of our lease commitments. See Note 17 for further information regarding these commitments. We are currently evaluating the other impacts that ASU 2016-02 will have on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 supersedes existing guidance to classify equity securities with readily determinable fair values into different categories and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. An entity’s equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this amended guidance. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of the Update. Early application of certain amendments in this standard to financial statements of fiscal years and interim periods that have not yet been issued is permitted as of the beginning of the fiscal year of adoption. Except for the early application of certain amendments discussed above, early adoption of the standard is not permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes and requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments eliminate the guidance in ASC Topic 740 that requires an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified statement of financial position. The amendments in this ASU may be applied retrospectively or prospectively and became effective beginning January 1, 2017. The adoption of ASU 2015-17 is not expected to have a material impact on our financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory - Simplifying the Measurement of Inventory. Under ASU 2015-11, entities utilizing the FIFO or average cost method should measure inventory at the lower of cost or net realizable value, where net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this ASU should be applied prospectively. ASU 2015-11 became effective beginning January 1, 2017. The adoption of ASU 2015-11 is not expected to have a material impact on our financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. The effective date and transition requirements for ASU 2016-20 are the same as the effective date and transition requirements for ASU 2014-09. We are evaluating the overall impact this guidance will have on our consolidated financial statements. Specifically, we are assessing the impact that this guidance may have with respect to the classification of our bulk cream sales, which are currently presented as a reduction to cost of sales, as discussed above in “— Revenue Recognition, Sales Incentives and Accounts Receivable”. Additionally, our evaluation will include the impact of the new standard on certain common practices currently employed by us and by other manufacturers of consumer products, such as slotting fees, co-operative advertising, rebates and other pricing allowances, merchandising funds and consumer coupons. We currently expect to utilize the modified retrospective transition method and to adopt the ASU consistent with the deferred mandatory effective date of January 1, 2018. Based on our findings to date, we do not expect the standard to have a material impact on our results of operations or financial position; however, our assessment is not yet complete. During 2017, we plan to finalize our review and method of adoption. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Friendly's Acquisition On June 20, 2016, we completed the acquisition of Friendly’s Ice Cream Holdings Corp. (“Friendly’s Holdings”), including its wholly-owned subsidiary, Friendly’s Manufacturing and Retail, LLC (“Friendly’s Manufacturing,” and together with Friendly’s Holdings, “Friendly’s”), the Friendly’s ® trademark and all intellectual property associated with the ice cream business. Friendly’s develops, produces, manufactures, markets, distributes and sells ice cream and other frozen dessert-related products, as well as toppings. The Friendly's family-dining restaurant chain will continue to be owned and operated by an affiliate of Sun Capital Partners, Inc. and will license use of the Friendly’s ® trademark from us under license and supply agreements entered into as part of the transaction. The aggregate purchase price was $157.3 million and included the base purchase price of $155.0 million plus a net working capital adjustment of $2.3 million as of the closing date. Subsequent to the closing date, we finalized the net working capital true-up calculation, which resulted in additional consideration transferred to Friendly's of $0.9 million for a total purchase price of $158.2 million . This final true-up was reflected as an adjustment to the purchase price as it occurred during the measurement period. Additionally, during the fourth quarter of 2016, we finalized our deferred tax calculations which resulted in a decrease to our deferred tax liabilities of $11.1 million with an offset to goodwill, as reflected in the table below. The acquisition was funded through a combination of cash on hand and borrowings under our senior secured credit facility and receivables securitization facility. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. As described in further detail below, we determined the fair values based in part on an independent valuation of the net assets acquired, which includes identifiable intangible assets of $81.7 million , of which $29.7 million relates to customer relationships that are subject to amortization over a period of 15 years. Additionally, we assumed an unfavorable lease contract with a fair value of $5.4 million , which will be amortized as a reduction of rent expense over the term of the lease agreement. We recorded goodwill of $67.3 million , which consists of the excess of the net purchase price over the fair value of the net assets acquired. This goodwill represents the expected value attributable to an anticipated increased competitive position in the ice cream market in the Northeastern United States. The goodwill is not deductible for tax purposes. The following table provides the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): June 20, 2016 Receivables, net $ 15,812 Inventories 11,724 Prepaid expenses and other current assets 4,036 Property, plant and equipment, net 11,001 Goodwill 67,271 Identifiable intangible assets and other long-term assets 81,709 Accounts payable and accrued expenses (9,075 ) Other long-term liabilities (6,158 ) Deferred tax liability, net (18,117 ) Net identifiable assets acquired $ 158,203 We recorded the fair value of the net assets acquired and liabilities assumed in connection with the Friendly's acquisition. The fair value measurements were primarily based on significant unobservable inputs (Level 3) developed using company-specific information. We estimated the fair value of the Friendly’s ® trademark based on an income approach using the relief-from-royalty method, which is a widely accepted valuation technique that considers the cost savings associated with owning, rather than licensing, a trademark. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. The customer relationship intangible assets were valued using the “With or Without” method, which is a commonly used valuation technique for customer relationships. This discounted cash flow method estimates the fair value of an asset by comparing the value of the business inclusive of the asset to the hypothetical value of the same business excluding the asset. The key assumptions used in the methodology are the cash flows estimated with and without the customer relationships over the estimated period that would be required to acquire those customers. The fair value estimates made in connection with the Friendly’s acquisition are based on a set of assumptions we believe to be reasonable but which can be unpredictable and inherently uncertain. The pro forma impact of the acquisition on consolidated net earnings would not have materially changed reported net earnings. Friendly's results of operations have been included in our Consolidated Statements of Operations from the date of acquisition. In connection with this transaction, we recorded acquisition-related expenses of approximately $4.6 million during the year ended December 31, 2016 . These charges included expenses related to due diligence, legal support, investment advisers and regulatory matters, as well as other non-material transactional activities. These costs were included in general and administrative expenses in our Consolidated Statements of Operations. During the years ended December 31, 2016 , 2015 and 2014 , 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. WhiteWave and Morningstar Divestitures During the year ended December 31, 2016 , we recognized net losses from discontinued operations of $0.3 million and net losses on the sale of discontinued operations, net of tax, of $0.4 million , primarily related to interest expense on uncertain tax positions that we retained in connection with these discontinued operations. During the year ended December 31, 2015 , we recognized net losses from discontinued operations of $1.1 million from the finalization of certain pre-separation tax items related to our spin-off of The WhiteWave Foods Company in 2013 and net gains on the sale of discontinued operations, net of tax, of $0.7 million , primarily from favorable taxing authority settlements related to our sale of Morningstar Foods in 2013. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories at December 31, 2016 and 2015 consisted of the following: December 31 2016 2015 (In thousands) Raw materials and supplies $ 110,095 $ 99,272 Finished goods 174,389 154,054 Total $ 284,484 $ 253,326 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of December 31, 2016 and 2015 consisted of the following: December 31 2016 2015 (In thousands) Land $ 174,323 $ 174,620 Buildings 673,687 666,697 Leasehold improvements 82,284 76,985 Machinery and equipment 1,921,436 1,850,012 Construction in progress 24,362 32,116 2,876,092 2,800,430 Less accumulated depreciation (1,712,241 ) (1,626,293 ) Total $ 1,163,851 $ 1,174,137 Depreciation expense amounted to $151.9 million , $149.7 million and $156.5 million during the years ended December 31, 2016 , 2015 and 2014 , respectively. There was no material interest capitalized during the years ended December 31, 2016 and 2015 . See Note 15 for information regarding property, plant 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, 2016 | |
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 is not amortized. Finite-lived intangible assets are amortized over their expected useful lives. Determining the expected life of an intangible asset is based on a number of factors including the competitive environment, history and anticipated future support. We conduct impairment tests of goodwill 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. In evaluating goodwill for impairment, we may elect to utilize a qualitative assessment to evaluate 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 our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a quantitative assessment to determine whether goodwill is impaired and to 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 and immediately perform a quantitative assessment to estimate the fair value of our reporting unit and identify any potential impairment of goodwill. We performed a qualitative assessment of goodwill for our reporting unit during 2016 . We assessed economic conditions and industry and market considerations, in addition to the overall financial performance of the reporting unit. Based on the results of our assessment, we determined that it was not necessary to perform a quantitative assessment. Accordingly, no further goodwill testing was completed, and we did not recognize any impairment charges related to goodwill during 2016 . As of December 31, 2016 , the gross carrying value of goodwill was $2.23 billion and accumulated goodwill impairment was $2.08 billion . We recorded a goodwill impairment charge of $2.08 billion in 2011 with no goodwill impairment charges in subsequent years. The changes in the net carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands): Balance at December 31, 2015 $ 86,841 Acquisitions (Note 2) 67,271 Balance at December 31, 2016 $ 154,112 We evaluate intangible assets 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. Prior to 2015, certain of our trademarks were not amortized as our intent was to continue to use these intangible assets indefinitely. During the first quarter of 2015, we approved the launch of DairyPure ® , our national white milk brand. In connection with the approval of the launch of DairyPure ® , we re-evaluated our indefinite-lived trademarks and determined them to be finite-lived, with remaining useful lives of 5 years. The launch of DairyPure ® resulted in a triggering event for impairment testing purposes. Based upon our testing, we recorded a non-cash impairment charge of $109.9 million and related income tax benefit of $41.2 million in the first quarter of 2015. We estimated the fair value of our trademarks based on an income approach using the relief-from-royalty method. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. The impairment charge is reported in the impairment of intangible assets line in our Consolidated Statements of Operations. In the first quarter of 2016, we further evaluated the remaining useful life of our finite-lived trademarks in conjunction with our newly approved strategy around our ice cream brands. Based on our evaluation, we extended the useful lives of certain of our finite-lived trademarks. Our remaining trademark values will be amortized on a straight-line basis over their remaining useful lives, which range from approximately 4 to 9 years. The gross and net carrying amounts of our intangible assets other than goodwill as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Acquisition Costs(1) Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 52,000 $ — $ — $ 52,000 $ — $ — $ — $ — Intangible assets with finite lives: Customer-related and other $ 78,925 $ — $ (37,050 ) $ 41,875 $ 49,225 $ — $ (33,700 ) $ 15,525 Trademarks 229,777 (109,910 ) (41,824 ) 78,043 229,777 (109,910 ) (24,423 ) 95,444 Total $ 360,702 $ (109,910 ) $ (78,874 ) $ 171,918 $ 279,002 $ (109,910 ) $ (58,123 ) $ 110,969 (1) The increase in the carrying amounts of indefinite-lived trademarks and customer-related intangibles from December 31, 2015 to December 31, 2016 is related to the Friendly's acquisition. See Note 2 . Amortization expense on intangible assets for the years ended December 31, 2016 , 2015 and 2014 was $20.8 million , $21.7 million and $2.9 million , respectively. The amortization of intangible assets is reported on a separate line item in our Consolidated Statements of Operations. Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): 2017 $ 20.6 2018 20.0 2019 20.0 2020 11.9 2021 10.2 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of December 31, 2016 and 2015 consisted of the following: December 31 2016 2015 (In thousands) Accounts payable $ 416,847 $ 392,646 Payroll and benefits, including incentive compensation 101,315 138,805 Health insurance, workers’ compensation and other insurance costs 60,357 62,277 Current derivative liability 12 10,023 Customer rebates 41,919 49,053 Other accrued liabilities 86,531 89,184 Total $ 706,981 $ 741,988 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The following table presents the 2016 , 2015 and 2014 income tax expense (benefit): Year Ended December 31 2016(1) 2015(2) 2014(3) (In thousands) Current income taxes: Federal $ 49,529 $ 26,939 $ (94,983 ) State 5,728 1,987 1,255 Foreign 879 513 723 Total current income tax expense (benefit) 56,136 29,439 (93,005 ) Deferred income taxes: Federal 15,164 (34,620 ) 54,015 State 10,734 (48 ) 6,894 Total deferred income tax expense (benefit) 25,898 (34,668 ) 60,909 Total income tax expense (benefit) $ 82,034 $ (5,229 ) $ (32,096 ) (1) Excludes $0.5 million of income tax expense related to discontinued operations. (2) Excludes $0.5 million of income tax expense related to discontinued operations. (3) Excludes $0.9 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 2016 2015 2014 Amount Percentage Amount Percentage Amount Percentage (In thousands, except percentages) Tax expense (benefit) at statutory rate $ 70,928 35.0 % $ (4,658 ) 35.0 % $ (18,299 ) 35.0 % State income taxes 9,620 4.8 3,469 (26.1 ) 2,281 (4.4 ) Uncertain tax position — — — — (15,451 ) 29.6 Domestic production activities deduction (4,393 ) (2.2 ) (2,456 ) 18.5 — — Corporate owned life insurance — — (947 ) 7.1 (870 ) 1.7 Nondeductible executive compensation 1,130 0.6 851 (6.4 ) 683 (1.3 ) Changes in valuation allowance 1,080 0.5 (2,209 ) 16.6 3,016 (5.8 ) Other 3,669 1.8 721 (5.4 ) (3,456 ) 6.6 Total $ 82,034 40.5 % $ (5,229 ) 39.3 % $ (32,096 ) 61.4 % The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: December 31 2016(1) 2015(2) (In thousands) Deferred income tax assets: Accrued liabilities $ 93,491 $ 104,675 Retirement plans and postretirement benefits 34,777 33,259 Share-based compensation 13,322 15,386 Receivables and inventories 8,187 11,061 Intangible assets — 4,131 Derivative financial instruments — 3,990 Net operating loss carryforwards 34,478 30,799 Tax credit carryforwards 8,890 5,026 Valuation allowances (12,048 ) (10,968 ) 181,097 197,359 Deferred income tax liabilities: Property, plant and equipment (208,559 ) (208,485 ) Intangible assets (29,356 ) — Derivative financial instruments (916 ) — Cancellation of debt (5,576 ) (8,411 ) Other (3,458 ) (1,162 ) (247,865 ) (218,058 ) Net deferred income tax liability $ (66,768 ) $ (20,699 ) (1) Includes $8.8 million of deferred tax assets related to uncertain tax positions. (2) Includes $8.7 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 2016 2015 (In thousands) Current assets $ 37,504 $ 54,735 Noncurrent assets 21,737 31,386 Noncurrent liabilities (126,009 ) (106,820 ) Total $ (66,768 ) $ (20,699 ) At December 31, 2016 , we had $34.5 million of tax-effected federal and state net operating losses and $8.9 million of federal and state tax credits available for carryover to future years. These items are subject to certain limitations and begin to expire in 2017. A valuation allowance of $12.0 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 $1.1 million in 2016 for certain state net operating loss carryforwards that we do not expect to utilize in the future due to law changes enacted during 2016. The following is a reconciliation of gross unrecognized tax benefits, including interest, recorded in our Consolidated Balance Sheets: December 31 2016 2015 2014 (In thousands) Balance at beginning of year $ 27,829 $ 26,463 $ 40,478 Increases in tax positions for current year 125 39 — Increases in tax positions for prior years 4,542 1,327 11,432 Decreases in tax positions for prior years (199 ) — (21,194 ) Settlement of tax matters (1,887 ) — (4,203 ) Lapse of applicable statutes of limitations — — (50 ) Balance at end of year $ 30,410 $ 27,829 $ 26,463 Of the total unrecognized tax benefits at December 31, 2016 , $4.2 million would impact our effective tax rate and $17.3 million would be recorded in discontinued operations, if recognized. The remaining $8.8 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. Due to the anticipated resolution of several uncertain tax positions, we expect our gross liability for uncertain tax positions to decrease by approximately $16 million to $21 million 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 2016 , 2015 and 2014 was immaterial. Our liability for uncertain tax positions included accrued interest of $2.7 million and $2.2 million at December 31, 2016 and 2015 , respectively. As of December 31, 2016 , our 2012 through 2015 U.S. consolidated income tax returns remain open for examination by the Internal Revenue Service. During 2016, the Joint Committee on Taxation completed their review of our carryback refund claim which was requested and received during 2015. 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, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Our long-term debt as of December 31, 2016 and December 31, 2015 consisted of the following: December 31, 2016 December 31, 2015 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured credit facility $ 9,100 2.94 % * $ — — % Senior notes due 2023 700,000 6.50 700,000 6.50 709,100 700,000 Subsidiary debt obligations: Senior notes due 2017 142,000 6.90 142,000 6.90 Receivables securitization facility 40,000 1.87 * — — Capital lease and other 3,980 — 5,212 — 185,980 147,212 Subtotal 895,080 847,212 Unamortized discounts and debt issuance costs(1) (9,029 ) (12,639 ) Total debt 886,051 834,573 Less current portion (140,806 ) (1,493 ) Total long-term portion $ 745,245 $ 833,080 * Represents a weighted average rate, including applicable interest rate margins. (1) Beginning in the first quarter of 2016, unamortized debt issuance costs, not related to revolving credit agreements, of $6.8 million and $7.9 million as of December 31, 2016 and December 31, 2015 , respectively, are netted against the outstanding debt balance due to the retrospective effect of ASU No. 2015-03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. See Note 1 . The scheduled debt maturities at December 31, 2016 were as follows (in thousands): 2017 $ 143,078 2018 41,336 2019 1,174 2020 9,492 2021 — Thereafter 700,000 Subtotal 895,080 Less unamortized discounts and debt issuance costs (9,029 ) Total debt $ 886,051 Dean Foods Company Senior Notes due 2023 — On February 25, 2015, we issued $700 million in aggregate principal amount of 6.50% senior notes due 2023 (the "2023 Notes") at an issue price of 100% of the principal amount of the 2023 Notes in a private placement for resale to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and in offshore transactions pursuant to Regulation S under the Securities Act. In connection with the issuance of the 2023 Notes, the Company paid certain arrangement fees of approximately $7.0 million to initial purchasers and other fees of approximately $1.8 million , which were deferred and netted against the outstanding debt balance, and will be amortized to interest expense over the remaining term of the 2023 Notes. The 2023 Notes are senior unsecured obligations. Accordingly, the 2023 Notes rank equally in right of payment with all of our existing and future senior obligations and are effectively subordinated in right of payment to all of our existing and future secured obligations, including obligations under our senior secured credit facility and receivables securitization facility, to the extent of the value of the collateral securing such obligations. The 2023 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by our subsidiaries that guarantee obligations under the Credit Facility (as defined below). The 2023 Notes will mature on March 15, 2023 and bear interest at an annual rate of 6.50% . Interest on the 2023 Notes is payable semi-annually in arrears in March and September of each year. We may, at our option, redeem all or a portion of the 2023 Notes at any time on or after March 15, 2018 at the applicable redemption prices specified in the indenture governing the 2023 Notes (the "Indenture"), plus any accrued and unpaid interest to, but excluding, the applicable redemption date. We are also entitled to redeem up to 40% of the aggregate principal amount of the 2023 Notes before March 15, 2018 with the net cash proceeds that we receive from certain equity offerings at a redemption price equal to 106.5% of the principal amount of the 2023 Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, prior to March 15, 2018, we may redeem all or a portion of the 2023 Notes, at a redemption price equal to 100% of the principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. If we undergo certain kinds of changes of control, holders of the 2023 Notes have the right to require us to repurchase all or any portion of such holder’s 2023 Notes at 101% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest to, but excluding, the date of repurchase. The Indenture contains covenants that, among other things, limit our ability to: (i) create certain liens; (ii) enter into sale and lease-back transactions; (iii) assume, incur or guarantee indebtedness for borrowed money that is secured by a lien on certain principal properties (or on any shares of capital stock of our subsidiaries that own such principal property) without securing the 2023 Notes on a pari passu basis; and (iv) consolidate with or merge with or into, or sell, transfer, convey or lease all or substantially all of our properties and assets, taken as a whole, to another person. We used the net proceeds from the 2023 Notes to redeem all of our outstanding senior unsecured notes due 2016, as described below, and to repay a portion of the outstanding borrowings under our previous senior secured credit facility and receivables securitization facility. The carrying value under the 2023 Notes at December 31, 2016 was $693.2 million , net of unamortized debt issuance costs of $6.8 million . Senior Secured Revolving Credit Facility — In March 2015, we terminated our prior credit facility, replacing it with the new credit facility described below. As a result of the termination, we recorded a write-off of unamortized debt issue costs of $5.3 million during the three months ended March 31, 2015. The write-off was recorded in the loss on early retirement of long-term debt line in our Consolidated Statements of Operations. In March 2015, we executed a new credit agreement (the "Credit Agreement") pursuant to which the lenders provided us with a senior secured revolving credit facility in the amount of up to $450 million (the "Credit Facility"). Under the Credit Agreement, we have the right to request an increase of the aggregate commitments under the Credit Facility by up to $200 million without the consent of any lenders not participating in such increase, subject to specified conditions. The Credit Facility is available for the issuance of up to $75 million of letters of credit and up to $100 million of swing line loans. The Credit Facility will terminate in March 2020 . In connection with the execution of the Credit Agreement, we paid certain arrangement fees of approximately $4.8 million to lenders and other fees of approximately $2.5 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. Loans outstanding under the Credit Facility bear interest, at our option, at either (i) the LIBO Rate (as defined in the Credit Agreement) plus a margin of between 2.25% and 2.75 % ( 2.25% as of December 31, 2016 ) based on the total net leverage ratio (as defined in the Credit Agreement), or (ii) the alternate base rate (as defined in the Credit Agreement) plus a margin of between 1.25% and 1.75% ( 1.25% as of December 31, 2016 ) based on the total net leverage ratio. We may make optional prepayments of the loans, in whole or in part, without premium or penalty (other than applicable breakage costs). Subject to certain exceptions and conditions described in the Credit Agreement, we will be obligated to prepay the Credit Facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty insurance proceeds. The 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 the receivables securitization facility subsidiaries (the "Guarantors"). The Credit Facility is secured by a first priority perfected security interest in substantially all of our assets and the assets of the Guarantors, whether consisting of personal, 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 the shares of capital stock of the 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, among other things, (a) any real property with an individual net book value below $10 million , (b) the capital stock and any assets of any unrestricted subsidiary, (c) any capital stock of any direct or indirect subsidiary of Dean Holding Company ("Legacy Dean"), a wholly owned subsidiary of the Company, which owns any real property, or (d) receivables sold pursuant to the receivables securitization facility. The Credit Agreement 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 during a default or non-compliance with the financial covenants, investments, loans and advances, transactions with affiliates and sale and leaseback transactions. The Credit Agreement also contains customary events of default and related cure provisions. We are required to comply with (a) a maximum senior secured net leverage ratio of 2.50 x (which, for purposes of calculating indebtedness, excludes borrowings under our receivables securitization facility); and (b) a minimum consolidated interest coverage ratio of 2.25 x. In addition, the Credit Agreement imposes certain restrictions on our ability to pay dividends and make other restricted payments if our total net leverage ratio is in excess of 3.25 x. At December 31, 2016 , we had outstanding borrowings of $9.1 million under the Credit Facility. Our average daily balance under the Credit Facility during the year ended December 31, 2016 was $1.5 million . There were no letters of credit issued under the Credit Facility as of December 31, 2016 . On January 4, 2017 , we amended the Credit Agreement to, among other things, (i) extend the maturity date of the Credit Facility to January 4, 2022 ; (ii) modify the leverage ratio covenant to add a requirement that we comply with a maximum total net leverage ratio (which, for purposes of calculating indebtedness, excludes borrowings under our receivables securitization facility) not to exceed 4.25 to 1.00 and to eliminate the maximum senior secured net leverage ratio requirement; (iii) modify the definition of “Consolidated EBITDA” to permit certain pro forma cost savings add-backs in connection with permitted acquisitions and dispositions; (iv) modify the definition of “Applicable Rate” to reduce the interest rate margins such that loans outstanding under the Credit Facility will bear interest, at our option, at either (x) the LIBO Rate (as defined in the Credit Agreement) plus a margin of between 1.75% and 2.50% (initially 2.00% ) based on our total net leverage ratio, or (y) the Alternate Base Rate (as defined in the Credit Agreement) plus a margin of between 0.75% and 1.50% (initially 1.00% ) based on our total net leverage ratio; (v) modify certain negative covenants to provide additional flexibility for the incurrence of debt, the payment of dividends and the making of certain permitted acquisitions and other investments; (vi) eliminate and release all real property as collateral for loans under the Credit Facility; and (vii) provide the Company the ability to request that increases in the aggregate commitments under the Credit Facility be made available as either revolving loans or term loans. Dean Foods Receivables Securitization 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 securitization 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 securitization facility was further amended in August 2014 to be consistent with the amended financial covenants under the credit agreement governing our previous credit facility. In March 2015, the receivables securitization facility was further modified to, among other things, extend the liquidity termination date from June 2017 to March 2018 and modify the covenants to be consistent with those contained in the Credit Agreement described above. In connection with the modification of the receivables securitization facility, we paid certain arrangement fees of approximately $0.7 million to lenders, which were capitalized and will be amortized to interest expense over the remaining term of the facility. Based on the monthly borrowing base formula, we had the ability to borrow up to $457.5 million of the total commitment amount under the receivables securitization facility as of December 31, 2016 . The total amount of receivables sold to these entities as of December 31, 2016 was $609.0 million . During the year ended December 31, 2016 , we borrowed $945.0 million and repaid $905.0 million under the facility with a remaining balance of $40.0 million as of December 31, 2016 . In addition to letters of credit in the aggregate amount of $117.2 million that were issued but undrawn, the remaining available borrowing capacity was $300.3 million at December 31, 2016 . Our average daily balance under this facility during the year ended December 31, 2016 was $13.8 million . The receivables securitization facility bears interest at a variable rate based upon commercial paper and one-month LIBO rates plus an applicable margin based on our net leverage ratio. On January 4, 2017 , we amended the purchase agreement governing the receivables securitization facility to, among other things, (i) extend the liquidity termination date to January 4, 2020 , (ii) reduce the maximum size of the receivables securitization facility to $450 million , (iii) replace the senior secured net leverage ratio with a total net leverage ratio to be consistent with the amended leverage ratio covenant under the amended Credit Agreement described above, and (iv) modify certain pricing terms such that advances outstanding under the receivables securitization facility will bear interest between 0.90% and 1.05% , and the Company will pay an unused fee between 0.40% and 0.55% on undrawn amounts, in each case based on the Company's total net leverage ratio. 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 litigation, we issued a standby letter of credit in the amount of $80 million , representing the approximate amount of subsequent payments due under the terms of the settlement agreement. The total amount of the letter of credit decreased proportionately as we made each of the four installment payments. We made installment payments in June of 2013, 2014, 2015, and 2016. As of December 31, 2016 , the letter of credit has been reduced to zero as a result of the final annual installment payment of $18.9 million, which we made in June 2016. Dean Foods Company Senior Notes due 2016 — In March 2015 , we redeemed the remaining principal amount of $476.2 million of our outstanding senior notes due 2016 for a total redemption price of approximately $521.8 million . As a result, we recorded a $38.3 million pre-tax loss on early retirement of long-term debt in the first quarter of 2015, which consisted of debt redemption premiums and unpaid interest of $37.3 million , a write-off of unamortized long-term debt issue costs of $0.8 million and a write-off of the remaining bond discount and interest rate swaps of approximately $0.2 million . The loss was recorded in the loss on early retirement of long-term debt line in our Consolidated Statements of Operations. The redemption was financed with proceeds from the issuance of the 2023 Notes. Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series remains outstanding ( $142 million aggregate principal amount) and matures on October 15, 2017 . The carrying value of these notes at December 31, 2016 was $139.7 million , net of unamortized discounts of $2.3 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. Redemption of Dean Foods Company Senior Notes due 2018 — In December 2014, we completed the redemption of the remaining $24 million outstanding principal amount of our senior notes due 2018 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 prior credit facility. See Note 9 for information regarding the fair value of the 2023 Notes and the subsidiary senior notes due 2017 as of December 31, 2016 and 2015 . Capital Lease Obligations and Other — Capital lease obligations as of December 31, 2016 included our leases for information technology equipment. Capital lease obligations as of December 31, 2015 included our leases for information technology equipment, as well as a lease for land and building related to one of our production facilities. See Note 17 . |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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. All commodities contracts are marked to market in our income statement at each reporting period and a derivative asset or liability is recorded on our Consolidated 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. As of December 31, 2016 and 2015 , our derivatives recorded at fair value in our Consolidated Balance Sheets were: Derivative Assets Derivative Liabilities December 31, December 31, December 31, December 31, (In thousands) Derivatives not designated as Hedging Instruments Commodities contracts — current(1) $ 2,416 $ 317 $ 12 $ 10,023 Commodities contracts — non-current(2) — — — 690 Total derivatives $ 2,416 $ 317 $ 12 $ 10,713 (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 prepaid expenses and other current assets and accounts payable and accrued expenses, respectively, in our Consolidated Balance Sheets. (2) Derivative assets and liabilities that have settlement dates greater than 12 months from the respective balance sheet date were included in identifiable intangible and other assets, net, and other long-term liabilities, respectively, in our Consolidated Balance Sheets. 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, 2016 is as follows (in thousands): Fair Value Level 1 Level 2 Level 3 Assets — Commodities contracts $ 2,416 $ — $ 2,416 $ — Liabilities — Commodities contracts 12 — 12 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 is as follows (in thousands): Fair Value Level 1 Level 2 Level 3 Assets — Commodities contracts $ 317 $ — $ 317 $ — Liabilities — Commodities contracts 10,713 — 10,713 — 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 Credit Facility, our prior credit facility, receivables securitization 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 outstanding principal amounts and fair values of the 2023 Notes and subsidiary senior notes at December 31: 2016 2015 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 736,750 $ 700,000 $ 726,250 Subsidiary senior notes due 2017 142,000 146,615 142,000 148,745 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, 2016 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 27 $ — $ 27 $ — Mutual funds 1,673 — 1,673 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2015 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 4 $ — $ 4 $ — Mutual funds 1,506 — 1,506 — |
Common Stock and Share-Based Co
Common Stock and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock and Share-Based Compensation | COMMON STOCK AND SHARE-BASED COMPENSATION Our authorized shares of capital stock include one million shares of preferred stock and 250 million shares of common stock with a par value of $0.01 per share. 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. Beginning in 2015, all awards of restricted stock units, performance stock units and phantom shares provide for cash dividend equivalent units, which vest in cash at the same time as the underlying award. On March 3, 2016, we announced that our Board of Directors declared an increased quarterly dividend of $0.09 per share of common stock, from the $0.07 per share quarterly dividend paid in each quarter of 2015. Pursuant to the policy, we paid quarterly dividends of $0.09 per share ( $0.36 per share annually) in March, June, September and December of 2016, totaling approximately $32.8 million . Quarterly dividends of $0.07 per share were paid in March, June, September and December of 2014 and 2015 , totaling approximately $26.2 million for each of the years ended December 31, 2015 and 2014 . Dividends are presented as a reduction to retained earnings in our Consolidated Statement of Stockholders’ Equity unless we have an accumulated deficit as of the end of the period, in which case they are reflected as a reduction to additional paid-in capital. 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 $2.38 billion (excluding fees and expenses), of which approximately $197.1 million remained available under this program as of December 31, 2016 . 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. The following table summarizes the share repurchase activity for the years ended (in thousands, except per share data): 2016 2015 Number of shares repurchased 1,371 3,166 Weighted average purchase price per share $18.21 $16.73 Amount of share repurchases $ 25,000 $ 53,010 Stock Award Plans — The Dean Foods Company 2016 Stock Incentive Plan (the “2016 Plan”), approved on May 11, 2016, allows grant awards of various types of equity-based compensation, including stock options, stock appreciation rights (‘‘SARs’’), restricted stock and restricted stock units, performance shares and performance units and other types of stock-based awards as compensation to employees, consultants and directors. The maximum number of shares that are available to be awarded under the 2016 Plan is 11,750,000 shares of common stock of the Company and is inclusive of the shares remaining available for issuance under the 2007 Stock Incentive Plan (the "2007 Plan"), which expired upon the 2016 Plan approval. Any shares subject to any award granted under the 2016 Plan or the 2007 Plan which for any reason expires after the effective date of the 2016 Plan without having been exercised, or is canceled, terminated or otherwise settled without the issuance of stock will again be available for grant under the 2016 Plan. However, to the extent that any options or SARs are exercised by delivering the net value of such award in shares (a so-called ‘‘net exercise’’), the total number of shares for which the option or SAR is exercised, and not just the net number of shares delivered upon such exercise, will be counted as though issued under the 2016 Plan. Additionally, any shares that are canceled or surrendered to satisfy a participant’s applicable tax withholding obligations in respect of any award granted under the 2016 Plan or the 2007 Plan will not again become available for issuance. If any full-value award granted under the 2016 Plan or granted under the 2007 Plan expires without having been exercised, or is canceled, terminated or otherwise settled without the issuance of stock, that number of shares equal to (x) the number of shares subject to such award multiplied by (y) the multiplier applicable under the applicable plan (that is, two shares for each share subject to each such full-value award granted under the 2016 Plan and 1.67 for each full-value award granted under the 2007 Plan) will become available for issuance under the 2016 Plan. If any stock option award granted under the 2016 Plan or the 2007 Plan expires without having been exercised, or is canceled, terminated or otherwise settled without the issuance of stock, there will become available for issuance under the 2016 Plan one share of our common stock for each share of our common stock subject to such stock option award. As of December 31, 2016, we had approximately 11.6 million shares, in the aggregate, available for grant under the 2016 Plan. Stock Options — We did not grant any stock options during 2014 , 2015 or 2016 , nor do we plan to in 2017 . At December 31, 2016 , there was no remaining unrecognized stock option expense related to unvested awards. 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. Prior to 2014, we did not historically declare or pay a regular cash dividend on our common stock. Stock option awards are not impacted by our decision in 2013 to begin paying dividends in 2014. The following table summarizes stock option activity during the year ended December 31, 2016 : Options Weighted Average Exercise Price Weighted Average Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2016 3,204,925 $ 20.07 Forfeited and canceled(1) (921,142 ) 22.24 Exercised (244,954 ) 14.29 Options outstanding and exercisable at December 31, 2016(2) 2,038,829 19.78 1.73 $ 6,923,656 Options exercisable at December 31, 2015 3,204,925 20.07 (1) Pursuant to the terms of 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. (2) As of December 31, 2016 , there were no remaining unvested stock options. The following table summarizes information about options outstanding and exercisable at December 31, 2016 : Options Outstanding and Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price $8.96 to 10.44 302,704 4.73 $ 9.84 12.60 112,643 3.12 12.60 13.30 to 16.98 103,961 2.89 15.56 17.36 352,742 2.12 17.36 17.48 to 21.14 23,563 1.61 18.82 21.96 341,142 1.04 21.96 23.08 to 24.60 255,255 0.85 23.11 26.06 463,532 0.12 26.06 26.52 to 27.60 83,287 0.39 27.29 The following table summarizes additional information regarding our stock option activity (in thousands): Year Ended December 31 2016 2015 2014 Intrinsic value of options exercised $ 1,372 $ 336 $ 2,078 Fair value of shares vested — 453 4,717 Tax benefit related to stock option expense — 34 169 During the year ended December 31, 2016 , net cash received from stock option exercises was $2.2 million and the total cash benefit for tax deductions to be realized for these option exercises was $0.5 million . 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, 2016 : Employees Directors Total RSUs outstanding January 1, 2016 871,876 94,816 966,692 RSUs issued 480,117 43,547 523,664 Shares issued upon vesting (257,269 ) (55,886 ) (313,155 ) RSUs canceled or forfeited(1) (221,939 ) (2,270 ) (224,209 ) RSUs outstanding at December 31, 2016 872,785 80,207 952,992 Weighted-average per share grant date fair value $ 17.46 $ 17.55 $ 17.47 (1) 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, 2016 , 2015 and 2014 (in thousands, except per share amounts): Year Ended December 31 2016 2015 2014 Total intrinsic value of RSUs vested/distributed during the period $ 8,920 $ 7,958 $ 5,459 Weighted-average grant date fair value of RSUs granted 19.13 16.41 14.62 Tax benefit related to RSU expense 1,694 2,303 990 At December 31, 2016 , there was $8.2 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 0.89 years. Restricted Stock — We offer our non-employee directors the option to receive certain 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, 2016 : Shares Weighted- Average Grant Date Fair Value Unvested at January 1, 2016 39,325 $ 16.36 Restricted shares granted 43,124 18.25 Restricted shares vested (40,699 ) 17.08 Unvested at December 31, 2016 41,750 $ 17.61 Performance Stock Units — Beginning in 2016, performance stock units ("PSUs") were granted as part of our long-term incentive compensation program. PSUs cliff vest and settle in shares of our common stock at the end of a three -year performance period contingent upon the achievement of specific performance goals established for each calendar year during the performance period. The number of shares that may be earned at the end of the vesting period may range from zero to 200 percent of the target award amount based on the achievement of the performance goals. The fair value of PSUs is estimated using the market price of our common stock on the date of grant, and we recognize compensation expense ratably over the vesting period for the portion of the award that is expected to vest. The fair value of the PSUs is remeasured at each reporting period. The following table summarizes PSU activity during year ended December 31, 2016 : PSUs Weighted Average Grant Date Fair Value Outstanding at January 1, 2016 — $ — Granted 90,583 19.13 Vested — — Forfeited — — Outstanding at December 31, 2016 90,583 $ 19.13 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, 2016 : Shares Weighted- Average Grant Date Fair Value Outstanding at January 1, 2016 1,159,519 $ 15.94 Granted 818,407 19.20 Converted/paid (560,712 ) 16.07 Forfeited (56,152 ) 17.47 Outstanding at December 31, 2016 1,361,062 $ 17.78 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, 2016 , 2015 and 2014 (in thousands): Year Ended December 31 2016 2015 2014 Stock options $ — $ 88 $ 438 RSUs 11,053 (1) 8,407 4,521 PSUs 3,601 (1) — — Phantom shares 15,176 7,882 7,317 Total $ 29,830 $ 16,377 $ 12,276 (1) Share-based compensation expense for the year ended December 31, 2016 includes an aggregate of approximately $6.0 million of RSU and PSU compensation expense associated with separation charges in connection with our CEO succession plan. See “Part I — Item 1. Business — Developments Since January 1, 2016 .” |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
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 years ended December 31, 2015 and 2014 as we incurred a loss for each of these periods and any effect on loss per share would have been anti-dilutive. 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 2016 2015 2014 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ 120,617 $ (8,081 ) $ (20,187 ) Denominator: Average common shares 90,933,886 93,298,467 93,916,656 Basic earnings (loss) per share from continuing operations $ 1.33 $ (0.09 ) $ (0.22 ) Diluted earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ 120,617 $ (8,081 ) $ (20,187 ) Denominator: Average common shares — basic 90,933,886 93,298,467 93,916,656 Stock option conversion(1) 246,116 — — RSUs and PSUs(2) 330,481 — — Average common shares — diluted 91,510,483 93,298,467 93,916,656 Diluted earnings (loss) per share from continuing operations $ 1.32 $ (0.09 ) $ (0.22 ) (1) Anti-dilutive common shares excluded 1,262,158 2,933,770 3,840,637 (2) Anti-dilutive stock units excluded — 340,398 312,971 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2015 $ (83,279 ) $ (2,524 ) $ (85,803 ) Other comprehensive loss before reclassifications 4,284 (2,257 ) 2,027 Amounts reclassified from accumulated other comprehensive income (5,857 ) (1) — (5,857 ) Net current-period other comprehensive loss (1,573 ) (2,257 ) (3,830 ) Balance, December 31, 2016 $ (84,852 ) $ (4,781 ) $ (89,633 ) (1) 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 13 and 14 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year ended December 31, 2015 were as follows (in thousands): Gains/Losses on Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2014 $ 87 $ (83,879 ) $ (1,191 ) $ (84,983 ) Other comprehensive loss before reclassifications (87 ) 6,475 (1,333 ) 5,055 Amounts reclassified from accumulated other comprehensive income — (5,875 ) (1) — (5,875 ) Net current-period other comprehensive loss (87 ) 600 (1,333 ) (820 ) Balance, December 31, 2015 $ — $ (83,279 ) $ (2,524 ) $ (85,803 ) (1) 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 13 and 14 . |
Employee Retirement and Profit
Employee Retirement and Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 , 2015 and 2014 , our retirement and profit sharing plan expenses were as follows: Year Ended December 31 2016 2015 2014 (In thousands) Defined benefit plans $ 6,805 $ 6,594 $ 4,729 Defined contribution plans 19,078 16,498 16,503 Multiemployer pension and certain union plans 30,073 29,930 28,933 Total $ 55,956 $ 53,022 $ 50,165 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 Employee Retirement Income Security Act regulations plus additional amounts as we deem appropriate. Included in accumulated other comprehensive loss at December 31, 2016 and 2015 are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service costs of $2.1 million ( $1.3 million net of tax) and $3.0 million ( $1.8 million net of tax), respectively, and unrecognized actuarial losses of $141.5 million ( $87.4 million net of tax) and $136.7 million ( $84.1 million net of tax), respectively. Prior service costs and actuarial losses included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic pension cost during the year ending December 31, 2017 are $0.7 million ( $0.4 million net of tax) and $10.4 million ( $6.4 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, 2016 and 2015 , and the funded status of the plans at December 31, 2016 and 2015 are as follows: December 31 2016 2015 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 333,975 $ 345,766 Service cost 3,173 3,631 Interest cost 12,171 13,736 Plan participants’ contributions — 10 Plan amendments — 72 Actuarial (gain) loss 11,578 (10,351 ) Benefits paid (21,407 ) (18,889 ) Plan settlements (757 ) — Benefit obligation at end of year 338,733 333,975 Change in plan assets: Fair value of plan assets at beginning of year 282,753 289,526 Actual return on plan assets 16,105 (6,716 ) Employer contributions 5,489 18,822 Plan participants’ contributions — 10 Benefits paid (21,407 ) (18,889 ) Plan settlements (757 ) — Fair value of plan assets at end of year 282,183 282,753 Funded status at end of year $ (56,550 ) $ (51,222 ) The underfunded status of the plans of $56.6 million at December 31, 2016 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 ending December 31, 2017 . We currently expect to contribute $5.3 million to the pension plans in 2017 ; however, we can elect to fund the pension plan in excess of the aforementioned contribution. A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2016 and 2015 follows: December 31 2016 2015 Weighted average discount rate 4.29 % 4.52 % Rate of compensation increase 3.70 % 4.00 % A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2016 , 2015 and 2014 follows: Year Ended December 31 2016 2015 2014 Effective discount rate for benefit obligations 4.53 % 4.08 % 4.90 % Effective rate for interest on benefit obligations 3.76 % 4.08 % 4.90 % Effective discount rate for service cost 4.67 % 4.08 % 4.90 % Effective rate for interest on service cost 4.14 % 4.08 % 4.90 % Expected return on assets 6.75 % 7.00 % 7.00 % Rate of compensation increase 4.00 % 4.00 % 4.00 % Year Ended December 31 2016 2015 2014 (In thousands) Components of net periodic benefit cost: Service cost $ 3,173 $ 3,631 $ 3,081 Interest cost 12,171 13,736 13,979 Expected return on plan assets (18,531 ) (20,026 ) (18,761 ) Amortizations: Prior service cost 857 856 787 Unrecognized net loss 8,822 8,544 5,105 Effect of settlement 313 — 538 Other — (147 ) — Net periodic benefit cost $ 6,805 $ 6,594 $ 4,729 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 2016 , 2015 and 2014 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 2016 2015 (In millions) Projected benefit obligation $ 338.7 $ 334.0 Accumulated benefit obligation 336.3 331.3 Fair value of plan assets 282.2 282.8 The accumulated benefit obligation for all defined benefit plans was $336.3 million and $331.3 million at December 31, 2016 and 2015 , 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. At the end of 2015, we changed our approach used to measure service and interest costs for pension and other postretirement benefits. In 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. In 2016, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations but generally results in lower pension expense in periods when the yield curve is upward sloping. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis starting in 2016. 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, 2016 , our master trust was invested as follows: investments in equity securities were at 41% ; investments in fixed income were at 58% ; 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, 2016 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: 2017 $ 20.6 million 2018 20.4 million 2019 20.1 million 2020 20.4 million 2021 21.0 million Next five years 107.2 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, 2016 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 275 $ 275 $ — $ — Index Funds: U.S. Equities(a) 112,329 — 112,329 — International Equities — — — — Equity Funds(b) 6,204 — 6,204 — Total Equity Securities 118,808 275 118,533 — Fixed Income: Bond Funds(c) 157,361 — 157,361 — Diversified Funds(d) 3,930 — — 3,930 Total Fixed Income 161,291 — 157,361 3,930 Cash Equivalents: Short-term Investment Funds(e) 1,921 — 1,921 — Total Cash Equivalents 1,921 — 1,921 — Other Investments: Partnerships/Joint Ventures(f) 163 — — 163 Total Other Investments 163 — — 163 Total $ 282,183 $ 275 $ 277,815 $ 4,093 (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% international stocks. (c) Represents investments primarily in U.S. 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, 2015 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 241 $ 241 $ — $ — Index Funds: U.S. Equities(a) 105,874 — 105,874 — International Equities — — — — Equity Funds(b) 6,204 — 6,204 — Total Equity Securities 112,319 241 112,078 — Fixed Income: Bond Funds(c) 160,419 — 160,419 — Diversified Funds(d) 3,929 — — 3,929 Total Fixed Income 164,348 — 160,419 3,929 Cash Equivalents: Short-term Investment Funds(e) 1,975 — 1,975 — Total Cash Equivalents 1,975 — 1,975 — Other Investments: Partnerships/Joint Ventures(f) 273 — — 273 Total Other Investments 273 — — 273 Total $ 278,915 $ 241 $ 274,472 $ 4,202 (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% international stocks. (c) Represents investments primarily in U.S. 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. 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 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, 2016 and 2015 is as follows (in thousands): Diversified Funds Partnerships/ Joint Ventures Total Balance at December 31, 2014 $ 2,921 $ 567 $ 3,488 Actual return on plan assets: Relating to instruments still held at reporting date 131 (182 ) (51 ) Purchases, sales and settlements (net) (823 ) — (823 ) Transfers in and/or out of Level 3 1,700 (112 ) 1,588 Balance at December 31, 2015 $ 3,929 $ 273 $ 4,202 Actual return on plan assets: Relating to instruments still held at reporting date 115 (18 ) 97 Purchases, sales and settlements (net) (114 ) (92 ) (206 ) Balance at December 31, 2016 $ 3,930 $ 163 $ 4,093 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 50% 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. Our participation in these multiemployer plans for the year ended December 31, 2016 is outlined in the table below. Unless otherwise noted, the most recent Pension Protection Act (“PPA”) Zone Status available in 2016 and 2015 is for the plans’ year-end at December 31, 2015 and December 31, 2014 , 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 in "critical" status and generally less than 65% funded, plans in the yellow zone are in "endangered" status and less than 80% funded, and plans in the green zone are in "healthy" status and 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 Identification Number Pension Plan Number PPA Zone Status FIP / RP Status Pending/ Implemented Extended Amortization Provisions Expiration Date of Associated Collective- Bargaining Agreement(s) 2016 2015 Western Conference of Teamsters Pension Plan(1) 91-6145047 001 Green Green N/A No May 31, 2017 - August 31, 2020 Central States, Southeast and Southwest Areas Pension Plan(2) 36-6044243 001 Red Red Implemented No January 31, 2017 - May 31, 2020 Retail, Wholesale & Department Store International Union and Industry Pension Fund(3) 63-0708442 001 Green Green N/A Yes January 28, 2017 - July 18, 2020 Dairy Industry – Union Pension Plan for Philadelphia Vicinity(4) 23-6283288 001 Green(5) Green N/A Yes August 31, 2017 - (1) We are party to approximately twelve collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2017 and 2020. The agreement expiring in March 2019 is the most significant as 32% of our employee participants in this plan are covered by that agreement. (2) There are approximately 21 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2017 and 2020. Approximately 22% , 30% , 39% , and 10% of our employee participants in this plan are covered by the agreements expiring in 2017, 2018, 2019, and 2020 respectively. (3) We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 46% , 50% , 1% , and 3% of our employee participants in this plan are covered by the agreements expiring in 2017, 2018, 2019, and 2020 respectively. (4) We are party to five collective bargaining agreements with respect to this plan. The agreement expiring in September 2017 is the most significant as 60% of our employee participants in this plan are covered by that agreement. (5) The most recent PPA Zone Status available in 2016 is for the plan's year-end at December 31, 2015 . As of December 31, 2015, the estimated funding ratio of the plan was 80.8% . As of January 1, 2016, the actuary reported that the estimated funding ratio of the plan was 79.56% , and that the plan was certified to be in endangered status. A notice of endangered status was provided to the plan’s participants and beneficiaries, bargaining parties, the Pension Benefit Guaranty Corporation, and the Department of Labor. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for the plan year ended in 2016. Information regarding our contributions to our multiemployer pension plans is shown in the table below. There are no changes that materially affected the comparability of our contributions to each of these plans during the years ended December 31, 2016 , 2015 and 2014 . Pension Fund Employer Identification Number Pension Plan Number Dean Foods Company Contributions (in millions) 2016 2015 2014 Surcharge Imposed(3) Western Conference of Teamsters Pension Plan 91-6145047 001 $ 13.8 $ 12.8 $ 12.9 No Central States, Southeast and Southwest Areas Pension Plan 36-6044243 001 8.6 9.3 11.9 No Retail, Wholesale & Department Store International Union and Industry Pension Fund(1) 63-0708442 001 1.8 1.3 1.3 No Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1) 23-6283288 001 1.9 2.1 2.0 No Other Funds(2) 4.0 4.4 0.8 Total Contributions $ 30.1 $ 29.9 $ 28.9 (1) During the 2015 and 2014 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 2016. (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 T
Postretirement Benefits Other Than Pensions | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [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 loss at December 31, 2016 and 2015 are the following amounts that have not yet been recognized in net periodic benefit cost: unrecognized prior service costs of $494 thousand ( $305 thousand net of tax) and $586 thousand ( $360 thousand net of tax), respectively, and unrecognized actuarial losses of $6.7 million ( $4.1 million net of tax) and $5.1 million ( $3.1 million net of tax), respectively. The prior service cost and actuarial loss included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic benefit cost during the year ending December 31, 2017 is $92 thousand ( $57 thousand net of tax) and $457 thousand ( $283 thousand net of tax), respectively. The following table sets forth the funded status of these plans: December 31 2016 2015 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 32,132 $ 39,126 Service cost 640 821 Interest cost 1,085 1,455 Employee contributions 338 389 Actuarial (gain) loss (1,916 ) (8,048 ) Benefits paid (2,157 ) (1,611 ) Benefit obligation at end of year 30,122 32,132 Fair value of plan assets at end of year — — Funded status $ (30,122 ) $ (32,132 ) The unfunded portion of the liability of $30.1 million at December 31, 2016 is recognized in our Consolidated Balance Sheet and includes $2.1 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, 2016 and 2015 follows: December 31 2016 2015 Healthcare inflation: Healthcare cost trend rate assumed for next year 7.00 % 7.27 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 4.50 % 4.50 % Year of ultimate rate achievement 2038 2038 Weighted average discount rate 3.97 % 4.27 % A summary of our key actuarial assumptions used to determine net periodic benefit cost follows: Year Ended December 31 2016 2015 2014 Healthcare inflation: Healthcare cost trend rate assumed for next year 7.27 % 7.70 % 7.90 % 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 2038 2029 2029 Effective discount rate for benefit obligations 4.27 % 3.85 % 4.64 % Effective rate for interest on benefit obligations 3.52 % 3.85 % 4.64 % Effective discount rate for service cost 4.68 % 3.85 % 4.64 % Effective rate for interest on service cost 4.37 % 3.85 % 4.64 % At the end of 2015, we changed our approach used to measure service and interest costs for pension and other postretirement benefits. In 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. In 2016, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations but generally results in lower pension expense in periods when the yield curve is upward sloping. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis starting in 2016. Year Ended December 31 2016 2015 2014 (In thousands) Components of net periodic benefit cost: Service and interest cost $ 1,725 $ 2,276 $ 2,487 Amortizations: Prior service cost 92 92 65 Unrecognized net (gain) loss (245 ) 63 75 Other — — 98 Net periodic benefit cost $ 1,572 $ 2,431 $ 2,725 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- Point Increase 1-Percentage- Point Decrease (In thousands) Effect on total of service and interest cost components $ 228 $ (189 ) Effect on postretirement obligation 2,999 (2,651 ) We expect to contribute $2.1 million to the postretirement health care plans in 2017 . Estimated postretirement health care plan benefit payments for the next ten years are as follows: 2017 $ 2.1 million 2018 2.1 million 2019 2.3 million 2020 2.3 million 2021 2.3 million Next five years 11.4 million |
Asset Impairment Charges and Fa
Asset Impairment Charges and Facility Closing and Reorganization Costs | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Asset Impairment Charges and Facility Closing and Reorganization Costs | ASSET IMPAIRMENT CHARGES AND FACILITY CLOSING AND REORGANIZATION COSTS Asset Impairment Charges We evaluate our finite-lived intangible and 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. Testing the assets for recoverability involves 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. Other inputs are 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 for testing recoverability 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 9 . The results of our analysis indicated no impairment of our property, plant, and equipment, outside of facility closing and reorganization costs, for the years ended December 31, 2016 and 2015 . 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 Costs associated with approved plans within our ongoing network optimization strategies are summarized as follows: Year Ended December 31 2016 2015 2014 (In thousands) Closure of facilities, net(1) $ 8,719 $ 19,844 $ 4,460 Facility closing and reorganization costs, net $ 8,719 $ 19,844 $ 4,460 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2016 , 2015 and 2014 . These charges are primarily related to facility closures in Orem, Utah; New Orleans, Louisiana; Rochester, Indiana; 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 net charges to date of $73.8 million related to these facility closures through December 31, 2016 . We expect to incur additional charges related to these facility closures of approximately $5.2 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. Activity for 2016 and 2015 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 (In thousands) Cash charges: Workforce reduction costs $ 1,283 $ 8,803 $ (4,610 ) $ 5,476 $ 409 $ (2,275 ) $ 3,610 Shutdown costs — 2,506 (2,506 ) — 3,043 (3,043 ) — Lease obligations after shutdown 6,855 149 (1,718 ) 5,286 350 (1,704 ) 3,932 Other — 1,041 (1,041 ) — 882 (882 ) — Subtotal $ 8,138 12,499 $ (9,875 ) $ 10,762 4,684 $ (7,904 ) $ 7,542 Other charges (gains): Write-down of assets(1) 10,531 7,979 Gain on sale of related assets (3,489 ) (3,963 ) Other, net 303 19 Subtotal 7,345 4,035 Total $ 19,844 $ 8,719 (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. Over time, refinements to our estimates used in testing for recoverability may result in additional asset write-downs. The write-down of assets can include accelerated depreciation recorded for those facilities identified for closure. 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 Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Year Ended December 31 2016 2015 2014 (In thousands) Cash paid for interest and financing charges, net of capitalized interest $ 60,580 $ 49,593 $ 52,122 Net cash paid (received) for taxes 50,630 (29,157 ) (31,469 ) Non-cash additions to property, plant and equipment, including capital leases 4,748 10,129 7,455 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 continued focus on 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, 2016 and 2015 , we recorded accrued liabilities related to these retained risks of $154.3 million and $163.9 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 $127.3 million , $125.5 million and $118.9 million for 2016 , 2015 and 2014 , respectively. The net book value of assets under capital leases, which are included in property, plant and equipment in our Consolidated Balance Sheets, are as follows: Year Ended December 31 2016 2015 (In thousands) Machinery and equipment $ 5,832 $ 7,514 Less accumulated depreciation (1,852 ) (2,302 ) Net book value of assets under capital leases $ 3,980 $ 5,212 Future minimum payments at December 31, 2016 under non-cancelable capital leases and operating leases with terms in excess of one year are summarized below: Capital Leases Operating Leases (In thousands) 2017 $ 1,219 $ 82,451 2018 1,430 74,302 2019 1,219 63,053 2020 398 46,583 2021 — 31,048 Thereafter — 61,259 Total minimum lease payments 4,266 $ 358,696 Less amount representing interest (286 ) Present value of capital lease obligations $ 3,980 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: A putative class action antitrust complaint (the “retailer action”) was filed against Dean Foods and other milk processors 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, lessened competition in the Southeastern United States for the sale of processed fluid Grade A milk to retail outlets and other customers. Plaintiffs further allege that the defendants’ conduct artificially inflated wholesale prices paid by direct milk purchasers. In March 2012, the district court granted summary judgment in favor of defendants, including the Company, as to all counts then remaining. Plaintiffs appealed the district court’s decision, and in January 2014, the United States Court of Appeals for the Sixth Circuit reversed the grant of summary judgment as to one of the five original counts in the Tennessee retailer action. Following the Sixth Circuit’s denial of our request to reconsider the case en banc, the Company petitioned the Supreme Court of the United States for review. On November 17, 2014, the Supreme Court denied our petition and the case returned to the district court. On January 19, 2016, the district court granted summary judgment to defendants on claims accruing after May 8, 2009. On January 25, 2016, the district court denied summary judgment in other respects and denied plaintiffs’ motion for class certification. On February 8, 2016, plaintiffs filed a petition for permission to appeal the district court’s order denying class certification. That petition was denied by the Sixth Circuit on June 14, 2016. On March 30, 2016, the district court issued an order holding that the case will be judged under an antitrust legal doctrine known as the rule of reason. The case is presently scheduled for trial on March 28, 2017. Plaintiffs claim damages in the amount of $57 million from Dean Foods. If plaintiffs were to prevail, any damage award would be trebled as a matter of law. If plaintiffs were to prevail, any damage award would be trebled as a matter of law. In addition, if plaintiffs were to prevail, they would be entitled to an award of their reasonable attorneys' fees. The Company believes it has meritorious defenses to plaintiffs’ claims in the retailer action and intends to defend itself vigorously at trial. Based on our current assessment and because at this time it is not possible to predict the outcome of this matter, the Company has not established a reserve for this litigation. In addition to the pending legal proceeding described above, we are party from time to time to certain claims, litigations, audits and investigations. Potential liabilities associated with these other matters are not expected to 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, 2016 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customer Information | 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 and dairy case products. We operate 66 manufacturing facilities which are 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 fluid 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-to-store delivery systems in the United States. Approximate net revenue from external customers for each group of similar products for fiscal 2016 , 2015 , and 2014 consisted of the following: Year Ended December 31, 2016 2015 2014 (in millions) Fluid milk $ 5,339 $ 5,728 $ 6,984 Ice cream(1) 1,041 965 986 Fresh cream(2) 359 358 373 Extended shelf life and other dairy products(3) 231 250 283 Cultured 299 319 370 Other beverages(4) 308 343 379 Other(5) 133 159 128 Total $ 7,710 $ 8,122 $ 9,503 (1) Includes ice cream, ice cream mix and ice cream novelties (2) Includes half-and-half and whipping creams. (3) Includes creamers and other extended shelf life fluids. (4) Includes fruit juice, fruit flavored drinks, iced tea and water. (5) Includes items for resale such as butter, cheese, eggs and milkshakes. 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, 2016 2015 2014 (in thousands) Operating income: Dean Foods $ 272,387 $ 223,115 $ 26,777 Facility closing and reorganization costs, net (8,719 ) (19,844 ) (4,460 ) Litigation settlements — — 2,521 Impairment of intangible and long-lived assets — (109,910 ) (20,820 ) Other operating income — — 4,535 Total 263,668 93,361 8,553 Other (income) expense: Interest expense 66,795 66,813 61,019 Loss on early retirement of debt — 43,609 1,437 Other income, net (5,778 ) (3,751 ) (1,620 ) Consolidated income (loss) from continuing operations before income taxes $ 202,651 $ (13,310 ) $ (52,283 ) Geographic Information — Net sales related to our foreign operations comprised less than 1% of our consolidated net sales during the years ended December 31, 2016 , 2015 and 2014 . None of our long-lived assets are associated with our foreign operations. Significant Customers — Our largest customer accounted for approximately 16.7% , 16.4% , and 16.4% of our consolidated net sales in 2016 , 2015 and 2014 , respectively. |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 and 2015 : Quarter First Second Third Fourth (In thousands, except share and per share data) 2016 Net sales $ 1,878,828 $ 1,848,788 $ 1,964,601 $ 2,018,009 Gross profit 504,068 493,253 488,775 501,420 Income from continuing operations 39,201 33,371 14,526 33,519 Net Income (1) 39,201 33,371 14,526 32,831 Earnings per common share from continuing operations (2): Basic 0.43 0.37 0.16 0.37 Diluted 0.43 0.36 0.16 0.37 Quarter First Second Third Fourth (In thousands, except share and per share data) 2015 Net sales $ 2,050,762 $ 2,014,706 $ 2,033,693 $ 2,022,500 Gross profit 478,309 495,641 491,988 508,471 Income (loss) from continuing operations (73,651 ) 26,519 20,233 18,818 Net income (loss) (3) (4) (73,740 ) 26,519 20,233 18,480 Earnings (loss) per common share from continuing operations (2): Basic (0.78 ) 0.28 0.22 0.20 Diluted (0.78 ) 0.28 0.22 0.20 (1) The results for the first, second, third and fourth quarters of 2016 include facility closing and reorganization costs, net of tax and gains on sales of assets, of $0.7 million , $(0.9) million , $5.7 million and $(0.2) million , respectively. See Note 15 . The results for the third quarter of 2016 include a separation charge of $10.1 million in connection with the Company's CEO succession plan. See “Part I — Item 1. Business — Developments Since January 1, 2016 .” (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 2015 include facility closing and reorganization costs, net of tax and gains on sales of assets, of $0.8 million , $3.3 million , $1.7 million and $6.4 million , respectively. See Note 15 . (4) Results for the first quarter of 2015 include a charge of $68.7 million , net of tax, related to impairments of intangible assets (Note 5 ), and a loss of $23.5 million , net of tax, related to the early retirement of a portion of our senior notes due 2016 (Note 8 ). |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2016 , 2015 and 2014 Description Balance at Beginning of Period Charged to (Reduction in) Costs and Expenses Other Deductions Balance at End of Period (In thousands) Year ended December 31, 2016 Allowance for doubtful accounts $ 13,960 $ (1,515 ) $ 386 $ (7,713 ) $ 5,118 Deferred tax asset valuation allowances 10,968 1,080 — — 12,048 Year ended December 31, 2015 Allowance for doubtful accounts $ 14,850 $ 3,987 $ (2,155 ) $ (2,722 ) $ 13,960 Deferred tax asset valuation allowances 13,177 (2,209 ) — — 10,968 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 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 fluid milk and other dairy and dairy case products in the United States. We have aligned our leadership team, operating strategy, and sales, logistics and supply chain initiatives into 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 national, regional |
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. We have aligned our leadership team, operating strategy, and sales, logistics and supply chain initiatives into a single operating and reportable segment. Unless stated otherwise, any reference to income statement items in these financial statements refers to results from continuing operations. 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 15 . 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 Finite-lived trademarks 5 to 10 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(1) Over the terms of the related debt (1) Deferred financing costs associated with our receivables securitization facility and senior secured credit facility are recorded as assets in the identifiable intangible and other assets, net line of our Consolidated Balance Sheets. Beginning on January 1, 2016, we adopted ASU No. 2015-03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs, discussed below. Upon our adoption of ASU No. 2015-03, deferred financing costs associated with the senior notes due 2023 were reclassified from other assets to a reduction to the carrying amount of the liability on our Consolidated Balance Sheets and retroactively applied to prior periods. All of our deferred financing costs are amortized to interest expense 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 5 . |
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. |
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 and performance 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 10 . |
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 a local jurisdiction income tax return with respect to its operations, the earnings from which are expected to be reinvested indefinitely. At December 31, 2016 , no provision had been made for U.S. federal or state income tax on approximately $18.5 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. |
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 $1.1 billion in 2016 , and $1.2 billion in each of 2015 and 2014 . |
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 insurers with high deductibles. In other areas, we are self-insured. Accrued liabilities related to these retained risks are calculated based upon loss development factors that 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 of products and packaging. Our total research and development expense was $3.0 million , $2.3 million and $1.9 million for 2016 , 2015 and 2014 , respectively. Research and development costs are primarily included in general and administrative expenses in our Consolidated Statements of Operations. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 clarifies ASU 2015-03 by allowing the presentation of debt issuance costs related to a line-of-credit to be recorded as an asset instead of as a direct deduction of the carrying amount of the debt liability as required by ASU 2015-03, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-03 in the first quarter of 2016 and this presentation has been retroactively applied to prior periods. Beginning in the first quarter of 2016, presentation of debt issuance costs, not related to revolving credit agreements, were reclassified from other assets and are netted against the outstanding debt balance. See Note 8 . Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. For public companies, this guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a material impact on our financial statements. In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections and Investments - Equity Method and Joint Ventures: Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. The new guidance is intended to provide clarity in relation to the disclosure of the impact that ASU 2014-09, ASU 2016-02 and ASU 2016-13 will have on our financial statements when adopted. The effective date for this guidance is the same as the effective date for ASU 2014-09, ASU 2016-02 and ASU 2016-13. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business. The new guidance clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public companies, this standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective date. Early application of the amendments is allowed with certain restrictions. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In October 2016, the FASB issued ASU No. 2016-17, Consolidation: Interests Held through Related Parties That Are Under Common Control. The new guidance is intended to change how a reporting entity that is the single decision maker of a variable interest entity should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. For public companies, this standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2016-17 is not expected to have a material impact on our financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 reduces complexity by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer (other than inventory) when the transfer occurs. The new guidance is intended to reduce the complexity of GAAP and diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation - Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public companies, the amendments in this standard are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating the expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. Early adoption is permitted. The adoption of ASU 2016-09 is not expected to have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires lessees to recognize lease assets and lease liabilities in the balance sheet and disclose key information about leasing arrangements, such as information about variable lease payments and options to renew and terminate leases. The amended guidance will require both operating and finance leases to be recognized in the balance sheet. Additionally, the amended guidance aligns lessor accounting to comparable guidance in Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be adopted using a modified retrospective transition approach, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. We do not intend to early adopt the standard. We anticipate the impact of this standard to be significant to our Consolidated Balance Sheet due to the amount of our lease commitments. See Note 17 for further information regarding these commitments. We are currently evaluating the other impacts that ASU 2016-02 will have on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 supersedes existing guidance to classify equity securities with readily determinable fair values into different categories and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. An entity’s equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this amended guidance. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of the Update. Early application of certain amendments in this standard to financial statements of fiscal years and interim periods that have not yet been issued is permitted as of the beginning of the fiscal year of adoption. Except for the early application of certain amendments discussed above, early adoption of the standard is not permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes and requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments eliminate the guidance in ASC Topic 740 that requires an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified statement of financial position. The amendments in this ASU may be applied retrospectively or prospectively and became effective beginning January 1, 2017. The adoption of ASU 2015-17 is not expected to have a material impact on our financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory - Simplifying the Measurement of Inventory. Under ASU 2015-11, entities utilizing the FIFO or average cost method should measure inventory at the lower of cost or net realizable value, where net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this ASU should be applied prospectively. ASU 2015-11 became effective beginning January 1, 2017. The adoption of ASU 2015-11 is not expected to have a material impact on our financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. The effective date and transition requirements for ASU 2016-20 are the same as the effective date and transition requirements for ASU 2014-09. We are evaluating the overall impact this guidance will have on our consolidated financial statements. Specifically, we are assessing the impact that this guidance may have with respect to the classification of our bulk cream sales, which are currently presented as a reduction to cost of sales, as discussed above in “— Revenue Recognition, Sales Incentives and Accounts Receivable”. Additionally, our evaluation will include the impact of the new standard on certain common practices currently employed by us and by other manufacturers of consumer products, such as slotting fees, co-operative advertising, rebates and other pricing allowances, merchandising funds and consumer coupons. We currently expect to utilize the modified retrospective transition method and to adopt the ASU consistent with the deferred mandatory effective date of January 1, 2018. Based on our findings to date, we do not expect the standard to have a material impact on our results of operations or financial position; however, our assessment is not yet complete. During 2017, we plan to finalize our review and method of adoption. |
Asset Impairment Charges | Asset Impairment Charges We evaluate our finite-lived intangible and 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. Testing the assets for recoverability involves 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. Other inputs are 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 for testing recoverability 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 9 . |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 consisted of the following: December 31 2016 2015 (In thousands) Land $ 174,323 $ 174,620 Buildings 673,687 666,697 Leasehold improvements 82,284 76,985 Machinery and equipment 1,921,436 1,850,012 Construction in progress 24,362 32,116 2,876,092 2,800,430 Less accumulated depreciation (1,712,241 ) (1,626,293 ) Total $ 1,163,851 $ 1,174,137 |
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 Finite-lived trademarks 5 to 10 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(1) Over the terms of the related debt (1) Deferred financing costs associated with our receivables securitization facility and senior secured credit facility are recorded as assets in the identifiable intangible and other assets, net line of our Consolidated Balance Sheets. Beginning on January 1, 2016, we adopted ASU No. 2015-03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs, discussed below. Upon our adoption of ASU No. 2015-03, deferred financing costs associated with the senior notes due 2023 were reclassified from other assets to a reduction to the carrying amount of the liability on our Consolidated Balance Sheets and retroactively applied to prior periods. All of our deferred financing costs are amortized to interest expense over the terms of the related debt. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Identifiable Assets Acquired and Liabilities Assumed | The following table provides the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): June 20, 2016 Receivables, net $ 15,812 Inventories 11,724 Prepaid expenses and other current assets 4,036 Property, plant and equipment, net 11,001 Goodwill 67,271 Identifiable intangible assets and other long-term assets 81,709 Accounts payable and accrued expenses (9,075 ) Other long-term liabilities (6,158 ) Deferred tax liability, net (18,117 ) Net identifiable assets acquired $ 158,203 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories, Net of Reserves | Inventories at December 31, 2016 and 2015 consisted of the following: December 31 2016 2015 (In thousands) Raw materials and supplies $ 110,095 $ 99,272 Finished goods 174,389 154,054 Total $ 284,484 $ 253,326 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 consisted of the following: December 31 2016 2015 (In thousands) Land $ 174,323 $ 174,620 Buildings 673,687 666,697 Leasehold improvements 82,284 76,985 Machinery and equipment 1,921,436 1,850,012 Construction in progress 24,362 32,116 2,876,092 2,800,430 Less accumulated depreciation (1,712,241 ) (1,626,293 ) Total $ 1,163,851 $ 1,174,137 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the net carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands): Balance at December 31, 2015 $ 86,841 Acquisitions (Note 2) 67,271 Balance at December 31, 2016 $ 154,112 |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross and net carrying amounts of our intangible assets other than goodwill as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Acquisition Costs(1) Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 52,000 $ — $ — $ 52,000 $ — $ — $ — $ — Intangible assets with finite lives: Customer-related and other $ 78,925 $ — $ (37,050 ) $ 41,875 $ 49,225 $ — $ (33,700 ) $ 15,525 Trademarks 229,777 (109,910 ) (41,824 ) 78,043 229,777 (109,910 ) (24,423 ) 95,444 Total $ 360,702 $ (109,910 ) $ (78,874 ) $ 171,918 $ 279,002 $ (109,910 ) $ (58,123 ) $ 110,969 (1) The increase in the carrying amounts of indefinite-lived trademarks and customer-related intangibles from December 31, 2015 to December 31, 2016 is related to the Friendly's acquisition. See Note 2 . |
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): 2017 $ 20.6 2018 20.0 2019 20.0 2020 11.9 2021 10.2 |
Accounts Payable and Accrued 35
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Components of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2016 and 2015 consisted of the following: December 31 2016 2015 (In thousands) Accounts payable $ 416,847 $ 392,646 Payroll and benefits, including incentive compensation 101,315 138,805 Health insurance, workers’ compensation and other insurance costs 60,357 62,277 Current derivative liability 12 10,023 Customer rebates 41,919 49,053 Other accrued liabilities 86,531 89,184 Total $ 706,981 $ 741,988 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The following table presents the 2016 , 2015 and 2014 income tax expense (benefit): Year Ended December 31 2016(1) 2015(2) 2014(3) (In thousands) Current income taxes: Federal $ 49,529 $ 26,939 $ (94,983 ) State 5,728 1,987 1,255 Foreign 879 513 723 Total current income tax expense (benefit) 56,136 29,439 (93,005 ) Deferred income taxes: Federal 15,164 (34,620 ) 54,015 State 10,734 (48 ) 6,894 Total deferred income tax expense (benefit) 25,898 (34,668 ) 60,909 Total income tax expense (benefit) $ 82,034 $ (5,229 ) $ (32,096 ) (1) Excludes $0.5 million of income tax expense related to discontinued operations. (2) Excludes $0.5 million of income tax expense related to discontinued operations. (3) Excludes $0.9 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 2016 2015 2014 Amount Percentage Amount Percentage Amount Percentage (In thousands, except percentages) Tax expense (benefit) at statutory rate $ 70,928 35.0 % $ (4,658 ) 35.0 % $ (18,299 ) 35.0 % State income taxes 9,620 4.8 3,469 (26.1 ) 2,281 (4.4 ) Uncertain tax position — — — — (15,451 ) 29.6 Domestic production activities deduction (4,393 ) (2.2 ) (2,456 ) 18.5 — — Corporate owned life insurance — — (947 ) 7.1 (870 ) 1.7 Nondeductible executive compensation 1,130 0.6 851 (6.4 ) 683 (1.3 ) Changes in valuation allowance 1,080 0.5 (2,209 ) 16.6 3,016 (5.8 ) Other 3,669 1.8 721 (5.4 ) (3,456 ) 6.6 Total $ 82,034 40.5 % $ (5,229 ) 39.3 % $ (32,096 ) 61.4 % |
Deferred Income Tax Assets (Liabilities) | The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: December 31 2016(1) 2015(2) (In thousands) Deferred income tax assets: Accrued liabilities $ 93,491 $ 104,675 Retirement plans and postretirement benefits 34,777 33,259 Share-based compensation 13,322 15,386 Receivables and inventories 8,187 11,061 Intangible assets — 4,131 Derivative financial instruments — 3,990 Net operating loss carryforwards 34,478 30,799 Tax credit carryforwards 8,890 5,026 Valuation allowances (12,048 ) (10,968 ) 181,097 197,359 Deferred income tax liabilities: Property, plant and equipment (208,559 ) (208,485 ) Intangible assets (29,356 ) — Derivative financial instruments (916 ) — Cancellation of debt (5,576 ) (8,411 ) Other (3,458 ) (1,162 ) (247,865 ) (218,058 ) Net deferred income tax liability $ (66,768 ) $ (20,699 ) (1) Includes $8.8 million of deferred tax assets related to uncertain tax positions. (2) Includes $8.7 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 2016 2015 (In thousands) Current assets $ 37,504 $ 54,735 Noncurrent assets 21,737 31,386 Noncurrent liabilities (126,009 ) (106,820 ) Total $ (66,768 ) $ (20,699 ) |
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 2016 2015 2014 (In thousands) Balance at beginning of year $ 27,829 $ 26,463 $ 40,478 Increases in tax positions for current year 125 39 — Increases in tax positions for prior years 4,542 1,327 11,432 Decreases in tax positions for prior years (199 ) — (21,194 ) Settlement of tax matters (1,887 ) — (4,203 ) Lapse of applicable statutes of limitations — — (50 ) Balance at end of year $ 30,410 $ 27,829 $ 26,463 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Our long-term debt as of December 31, 2016 and December 31, 2015 consisted of the following: December 31, 2016 December 31, 2015 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured credit facility $ 9,100 2.94 % * $ — — % Senior notes due 2023 700,000 6.50 700,000 6.50 709,100 700,000 Subsidiary debt obligations: Senior notes due 2017 142,000 6.90 142,000 6.90 Receivables securitization facility 40,000 1.87 * — — Capital lease and other 3,980 — 5,212 — 185,980 147,212 Subtotal 895,080 847,212 Unamortized discounts and debt issuance costs(1) (9,029 ) (12,639 ) Total debt 886,051 834,573 Less current portion (140,806 ) (1,493 ) Total long-term portion $ 745,245 $ 833,080 * Represents a weighted average rate, including applicable interest rate margins. (1) Beginning in the first quarter of 2016, unamortized debt issuance costs, not related to revolving credit agreements, of $6.8 million and $7.9 million as of December 31, 2016 and December 31, 2015 , respectively, are netted against the outstanding debt balance due to the retrospective effect of ASU No. 2015-03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. See Note 1 . |
Schedule of Maturities of Long-Term Debt | The scheduled debt maturities at December 31, 2016 were as follows (in thousands): 2017 $ 143,078 2018 41,336 2019 1,174 2020 9,492 2021 — Thereafter 700,000 Subtotal 895,080 Less unamortized discounts and debt issuance costs (9,029 ) Total debt $ 886,051 |
Derivative Financial Instrume38
Derivative Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Recorded at Fair Value in Unaudited Condensed Consolidated Balance Sheets | As of December 31, 2016 and 2015 , our derivatives recorded at fair value in our Consolidated Balance Sheets were: Derivative Assets Derivative Liabilities December 31, December 31, December 31, December 31, (In thousands) Derivatives not designated as Hedging Instruments Commodities contracts — current(1) $ 2,416 $ 317 $ 12 $ 10,023 Commodities contracts — non-current(2) — — — 690 Total derivatives $ 2,416 $ 317 $ 12 $ 10,713 (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 prepaid expenses and other current assets and accounts payable and accrued expenses, respectively, in our Consolidated Balance Sheets. (2) Derivative assets and liabilities that have settlement dates greater than 12 months from the respective balance sheet date were included in identifiable intangible and other assets, net, and other long-term liabilities, respectively, in our Consolidated Balance Sheets. |
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, 2016 is as follows (in thousands): Fair Value Level 1 Level 2 Level 3 Assets — Commodities contracts $ 2,416 $ — $ 2,416 $ — Liabilities — Commodities contracts 12 — 12 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 is as follows (in thousands): Fair Value Level 1 Level 2 Level 3 Assets — Commodities contracts $ 317 $ — $ 317 $ — Liabilities — Commodities contracts 10,713 — 10,713 — |
Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes | The following table presents the outstanding principal amounts and fair values of the 2023 Notes and subsidiary senior notes at December 31: 2016 2015 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 736,750 $ 700,000 $ 726,250 Subsidiary senior notes due 2017 142,000 146,615 142,000 148,745 |
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, 2016 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 27 $ — $ 27 $ — Mutual funds 1,673 — 1,673 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2015 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 4 $ — $ 4 $ — Mutual funds 1,506 — 1,506 — |
Common Stock and Share-Based 39
Common Stock and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share repurchase activity | The following table summarizes the share repurchase activity for the years ended (in thousands, except per share data): 2016 2015 Number of shares repurchased 1,371 3,166 Weighted average purchase price per share $18.21 $16.73 Amount of share repurchases $ 25,000 $ 53,010 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2016 : Options Weighted Average Exercise Price Weighted Average Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2016 3,204,925 $ 20.07 Forfeited and canceled(1) (921,142 ) 22.24 Exercised (244,954 ) 14.29 Options outstanding and exercisable at December 31, 2016(2) 2,038,829 19.78 1.73 $ 6,923,656 Options exercisable at December 31, 2015 3,204,925 20.07 (1) Pursuant to the terms of 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. (2) As of December 31, 2016 , there were no remaining unvested stock options. |
Summary of Options Outstanding and Exercisable | The following table summarizes information about options outstanding and exercisable at December 31, 2016 : Options Outstanding and Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price $8.96 to 10.44 302,704 4.73 $ 9.84 12.60 112,643 3.12 12.60 13.30 to 16.98 103,961 2.89 15.56 17.36 352,742 2.12 17.36 17.48 to 21.14 23,563 1.61 18.82 21.96 341,142 1.04 21.96 23.08 to 24.60 255,255 0.85 23.11 26.06 463,532 0.12 26.06 26.52 to 27.60 83,287 0.39 27.29 |
Additional Information on Stock Option Activity | The following table summarizes additional information regarding our stock option activity (in thousands): Year Ended December 31 2016 2015 2014 Intrinsic value of options exercised $ 1,372 $ 336 $ 2,078 Fair value of shares vested — 453 4,717 Tax benefit related to stock option expense — 34 169 |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during the year ended December 31, 2016 : Employees Directors Total RSUs outstanding January 1, 2016 871,876 94,816 966,692 RSUs issued 480,117 43,547 523,664 Shares issued upon vesting (257,269 ) (55,886 ) (313,155 ) RSUs canceled or forfeited(1) (221,939 ) (2,270 ) (224,209 ) RSUs outstanding at December 31, 2016 872,785 80,207 952,992 Weighted-average per share grant date fair value $ 17.46 $ 17.55 $ 17.47 (1) 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 fair value of the PSUs is remeasured at each reporting period. The following table summarizes PSU activity during year ended December 31, 2016 : PSUs Weighted Average Grant Date Fair Value Outstanding at January 1, 2016 — $ — Granted 90,583 19.13 Vested — — Forfeited — — Outstanding at December 31, 2016 90,583 $ 19.13 |
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, 2016 , 2015 and 2014 (in thousands, except per share amounts): Year Ended December 31 2016 2015 2014 Total intrinsic value of RSUs vested/distributed during the period $ 8,920 $ 7,958 $ 5,459 Weighted-average grant date fair value of RSUs granted 19.13 16.41 14.62 Tax benefit related to RSU expense 1,694 2,303 990 |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity during the year ended December 31, 2016 : Shares Weighted- Average Grant Date Fair Value Unvested at January 1, 2016 39,325 $ 16.36 Restricted shares granted 43,124 18.25 Restricted shares vested (40,699 ) 17.08 Unvested at December 31, 2016 41,750 $ 17.61 |
Summary of Phantom Share Activity | The following table summarizes the phantom share activity during the year ended December 31, 2016 : Shares Weighted- Average Grant Date Fair Value Outstanding at January 1, 2016 1,159,519 $ 15.94 Granted 818,407 19.20 Converted/paid (560,712 ) 16.07 Forfeited (56,152 ) 17.47 Outstanding at December 31, 2016 1,361,062 $ 17.78 |
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, 2016 , 2015 and 2014 (in thousands): Year Ended December 31 2016 2015 2014 Stock options $ — $ 88 $ 438 RSUs 11,053 (1) 8,407 4,521 PSUs 3,601 (1) — — Phantom shares 15,176 7,882 7,317 Total $ 29,830 $ 16,377 $ 12,276 (1) Share-based compensation expense for the year ended December 31, 2016 includes an aggregate of approximately $6.0 million of RSU and PSU compensation expense associated with separation charges in connection with our CEO succession plan. See |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 2015 2014 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ 120,617 $ (8,081 ) $ (20,187 ) Denominator: Average common shares 90,933,886 93,298,467 93,916,656 Basic earnings (loss) per share from continuing operations $ 1.33 $ (0.09 ) $ (0.22 ) Diluted earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ 120,617 $ (8,081 ) $ (20,187 ) Denominator: Average common shares — basic 90,933,886 93,298,467 93,916,656 Stock option conversion(1) 246,116 — — RSUs and PSUs(2) 330,481 — — Average common shares — diluted 91,510,483 93,298,467 93,916,656 Diluted earnings (loss) per share from continuing operations $ 1.32 $ (0.09 ) $ (0.22 ) (1) Anti-dilutive common shares excluded 1,262,158 2,933,770 3,840,637 (2) Anti-dilutive stock units excluded — 340,398 312,971 |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2015 $ (83,279 ) $ (2,524 ) $ (85,803 ) Other comprehensive loss before reclassifications 4,284 (2,257 ) 2,027 Amounts reclassified from accumulated other comprehensive income (5,857 ) (1) — (5,857 ) Net current-period other comprehensive loss (1,573 ) (2,257 ) (3,830 ) Balance, December 31, 2016 $ (84,852 ) $ (4,781 ) $ (89,633 ) (1) 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 13 and 14 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the year ended December 31, 2015 were as follows (in thousands): Gains/Losses on Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2014 $ 87 $ (83,879 ) $ (1,191 ) $ (84,983 ) Other comprehensive loss before reclassifications (87 ) 6,475 (1,333 ) 5,055 Amounts reclassified from accumulated other comprehensive income — (5,875 ) (1) — (5,875 ) Net current-period other comprehensive loss (87 ) 600 (1,333 ) (820 ) Balance, December 31, 2015 $ — $ (83,279 ) $ (2,524 ) $ (85,803 ) (1) 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 13 and 14 . |
Employee Retirement and Profi42
Employee Retirement and Profit Sharing Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement and Profit Sharing Plan Expenses | During 2016 , 2015 and 2014 , our retirement and profit sharing plan expenses were as follows: Year Ended December 31 2016 2015 2014 (In thousands) Defined benefit plans $ 6,805 $ 6,594 $ 4,729 Defined contribution plans 19,078 16,498 16,503 Multiemployer pension and certain union plans 30,073 29,930 28,933 Total $ 55,956 $ 53,022 $ 50,165 |
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, 2016 and 2015 , and the funded status of the plans at December 31, 2016 and 2015 are as follows: December 31 2016 2015 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 333,975 $ 345,766 Service cost 3,173 3,631 Interest cost 12,171 13,736 Plan participants’ contributions — 10 Plan amendments — 72 Actuarial (gain) loss 11,578 (10,351 ) Benefits paid (21,407 ) (18,889 ) Plan settlements (757 ) — Benefit obligation at end of year 338,733 333,975 Change in plan assets: Fair value of plan assets at beginning of year 282,753 289,526 Actual return on plan assets 16,105 (6,716 ) Employer contributions 5,489 18,822 Plan participants’ contributions — 10 Benefits paid (21,407 ) (18,889 ) Plan settlements (757 ) — Fair value of plan assets at end of year 282,183 282,753 Funded status at end of year $ (56,550 ) $ (51,222 ) The following table sets forth the funded status of these plans: December 31 2016 2015 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 32,132 $ 39,126 Service cost 640 821 Interest cost 1,085 1,455 Employee contributions 338 389 Actuarial (gain) loss (1,916 ) (8,048 ) Benefits paid (2,157 ) (1,611 ) Benefit obligation at end of year 30,122 32,132 Fair value of plan assets at end of year — — Funded status $ (30,122 ) $ (32,132 ) |
Summary of Assumptions Used to Determine Benefit Obligations | A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2016 and 2015 follows: December 31 2016 2015 Weighted average discount rate 4.29 % 4.52 % Rate of compensation increase 3.70 % 4.00 % |
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 2016 , 2015 and 2014 follows: Year Ended December 31 2016 2015 2014 Effective discount rate for benefit obligations 4.53 % 4.08 % 4.90 % Effective rate for interest on benefit obligations 3.76 % 4.08 % 4.90 % Effective discount rate for service cost 4.67 % 4.08 % 4.90 % Effective rate for interest on service cost 4.14 % 4.08 % 4.90 % Expected return on assets 6.75 % 7.00 % 7.00 % Rate of compensation increase 4.00 % 4.00 % 4.00 % |
Net Periodic Benefit Cost | Year Ended December 31 2016 2015 2014 (In thousands) Components of net periodic benefit cost: Service cost $ 3,173 $ 3,631 $ 3,081 Interest cost 12,171 13,736 13,979 Expected return on plan assets (18,531 ) (20,026 ) (18,761 ) Amortizations: Prior service cost 857 856 787 Unrecognized net loss 8,822 8,544 5,105 Effect of settlement 313 — 538 Other — (147 ) — Net periodic benefit cost $ 6,805 $ 6,594 $ 4,729 Year Ended December 31 2016 2015 2014 (In thousands) Components of net periodic benefit cost: Service and interest cost $ 1,725 $ 2,276 $ 2,487 Amortizations: Prior service cost 92 92 65 Unrecognized net (gain) loss (245 ) 63 75 Other — — 98 Net periodic benefit cost $ 1,572 $ 2,431 $ 2,725 |
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 2016 2015 (In millions) Projected benefit obligation $ 338.7 $ 334.0 Accumulated benefit obligation 336.3 331.3 Fair value of plan assets 282.2 282.8 |
Estimated Pension Plan Benefit Payments to Participants for Next Ten Years | Estimated pension plan benefit payments to participants for the next ten years are as follows: 2017 $ 20.6 million 2018 20.4 million 2019 20.1 million 2020 20.4 million 2021 21.0 million Next five years 107.2 million Estimated postretirement health care plan benefit payments for the next ten years are as follows: 2017 $ 2.1 million 2018 2.1 million 2019 2.3 million 2020 2.3 million 2021 2.3 million Next five years 11.4 million |
Fair Values by Category of Inputs | The fair values by category of inputs as of December 31, 2016 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 275 $ 275 $ — $ — Index Funds: U.S. Equities(a) 112,329 — 112,329 — International Equities — — — — Equity Funds(b) 6,204 — 6,204 — Total Equity Securities 118,808 275 118,533 — Fixed Income: Bond Funds(c) 157,361 — 157,361 — Diversified Funds(d) 3,930 — — 3,930 Total Fixed Income 161,291 — 157,361 3,930 Cash Equivalents: Short-term Investment Funds(e) 1,921 — 1,921 — Total Cash Equivalents 1,921 — 1,921 — Other Investments: Partnerships/Joint Ventures(f) 163 — — 163 Total Other Investments 163 — — 163 Total $ 282,183 $ 275 $ 277,815 $ 4,093 (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% international stocks. (c) Represents investments primarily in U.S. 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, 2015 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 241 $ 241 $ — $ — Index Funds: U.S. Equities(a) 105,874 — 105,874 — International Equities — — — — Equity Funds(b) 6,204 — 6,204 — Total Equity Securities 112,319 241 112,078 — Fixed Income: Bond Funds(c) 160,419 — 160,419 — Diversified Funds(d) 3,929 — — 3,929 Total Fixed Income 164,348 — 160,419 3,929 Cash Equivalents: Short-term Investment Funds(e) 1,975 — 1,975 — Total Cash Equivalents 1,975 — 1,975 — Other Investments: Partnerships/Joint Ventures(f) 273 — — 273 Total Other Investments 273 — — 273 Total $ 278,915 $ 241 $ 274,472 $ 4,202 (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% international stocks. (c) Represents investments primarily in U.S. 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. |
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, 2016 and 2015 is as follows (in thousands): Diversified Funds Partnerships/ Joint Ventures Total Balance at December 31, 2014 $ 2,921 $ 567 $ 3,488 Actual return on plan assets: Relating to instruments still held at reporting date 131 (182 ) (51 ) Purchases, sales and settlements (net) (823 ) — (823 ) Transfers in and/or out of Level 3 1,700 (112 ) 1,588 Balance at December 31, 2015 $ 3,929 $ 273 $ 4,202 Actual return on plan assets: Relating to instruments still held at reporting date 115 (18 ) 97 Purchases, sales and settlements (net) (114 ) (92 ) (206 ) Balance at December 31, 2016 $ 3,930 $ 163 $ 4,093 |
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 Identification Number Pension Plan Number PPA Zone Status FIP / RP Status Pending/ Implemented Extended Amortization Provisions Expiration Date of Associated Collective- Bargaining Agreement(s) 2016 2015 Western Conference of Teamsters Pension Plan(1) 91-6145047 001 Green Green N/A No May 31, 2017 - August 31, 2020 Central States, Southeast and Southwest Areas Pension Plan(2) 36-6044243 001 Red Red Implemented No January 31, 2017 - May 31, 2020 Retail, Wholesale & Department Store International Union and Industry Pension Fund(3) 63-0708442 001 Green Green N/A Yes January 28, 2017 - July 18, 2020 Dairy Industry – Union Pension Plan for Philadelphia Vicinity(4) 23-6283288 001 Green(5) Green N/A Yes August 31, 2017 - (1) We are party to approximately twelve collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2017 and 2020. The agreement expiring in March 2019 is the most significant as 32% of our employee participants in this plan are covered by that agreement. (2) There are approximately 21 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2017 and 2020. Approximately 22% , 30% , 39% , and 10% of our employee participants in this plan are covered by the agreements expiring in 2017, 2018, 2019, and 2020 respectively. (3) We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 46% , 50% , 1% , and 3% of our employee participants in this plan are covered by the agreements expiring in 2017, 2018, 2019, and 2020 respectively. (4) We are party to five collective bargaining agreements with respect to this plan. The agreement expiring in September 2017 is the most significant as 60% of our employee participants in this plan are covered by that agreement. (5) The most recent PPA Zone Status available in 2016 is for the plan's year-end at December 31, 2015 . As of December 31, 2015, the estimated funding ratio of the plan was 80.8% . As of January 1, 2016, the actuary reported that the estimated funding ratio of the plan was 79.56% , and that the plan was certified to be in endangered status. A notice of endangered status was provided to the plan’s participants and beneficiaries, bargaining parties, the Pension Benefit Guaranty Corporation, and the Department of Labor. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for the plan year ended in 2016. |
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 that materially affected the comparability of our contributions to each of these plans during the years ended December 31, 2016 , 2015 and 2014 . Pension Fund Employer Identification Number Pension Plan Number Dean Foods Company Contributions (in millions) 2016 2015 2014 Surcharge Imposed(3) Western Conference of Teamsters Pension Plan 91-6145047 001 $ 13.8 $ 12.8 $ 12.9 No Central States, Southeast and Southwest Areas Pension Plan 36-6044243 001 8.6 9.3 11.9 No Retail, Wholesale & Department Store International Union and Industry Pension Fund(1) 63-0708442 001 1.8 1.3 1.3 No Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1) 23-6283288 001 1.9 2.1 2.0 No Other Funds(2) 4.0 4.4 0.8 Total Contributions $ 30.1 $ 29.9 $ 28.9 (1) During the 2015 and 2014 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 2016. (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 Other43
Postretirement Benefits Other Than Pensions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [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, 2016 and 2015 , and the funded status of the plans at December 31, 2016 and 2015 are as follows: December 31 2016 2015 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 333,975 $ 345,766 Service cost 3,173 3,631 Interest cost 12,171 13,736 Plan participants’ contributions — 10 Plan amendments — 72 Actuarial (gain) loss 11,578 (10,351 ) Benefits paid (21,407 ) (18,889 ) Plan settlements (757 ) — Benefit obligation at end of year 338,733 333,975 Change in plan assets: Fair value of plan assets at beginning of year 282,753 289,526 Actual return on plan assets 16,105 (6,716 ) Employer contributions 5,489 18,822 Plan participants’ contributions — 10 Benefits paid (21,407 ) (18,889 ) Plan settlements (757 ) — Fair value of plan assets at end of year 282,183 282,753 Funded status at end of year $ (56,550 ) $ (51,222 ) The following table sets forth the funded status of these plans: December 31 2016 2015 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 32,132 $ 39,126 Service cost 640 821 Interest cost 1,085 1,455 Employee contributions 338 389 Actuarial (gain) loss (1,916 ) (8,048 ) Benefits paid (2,157 ) (1,611 ) Benefit obligation at end of year 30,122 32,132 Fair value of plan assets at end of year — — Funded status $ (30,122 ) $ (32,132 ) |
Summary of Actuarial Assumptions Used to Determine Benefit Obligations | A summary of our key actuarial assumptions used to determine net periodic benefit cost follows: Year Ended December 31 2016 2015 2014 Healthcare inflation: Healthcare cost trend rate assumed for next year 7.27 % 7.70 % 7.90 % 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 2038 2029 2029 Effective discount rate for benefit obligations 4.27 % 3.85 % 4.64 % Effective rate for interest on benefit obligations 3.52 % 3.85 % 4.64 % Effective discount rate for service cost 4.68 % 3.85 % 4.64 % Effective rate for interest on service cost 4.37 % 3.85 % 4.64 % A summary of our key actuarial assumptions used to determine the benefit obligation as of December 31, 2016 and 2015 follows: December 31 2016 2015 Healthcare inflation: Healthcare cost trend rate assumed for next year 7.00 % 7.27 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 4.50 % 4.50 % Year of ultimate rate achievement 2038 2038 Weighted average discount rate 3.97 % 4.27 % |
Net Periodic Benefit Cost | Year Ended December 31 2016 2015 2014 (In thousands) Components of net periodic benefit cost: Service cost $ 3,173 $ 3,631 $ 3,081 Interest cost 12,171 13,736 13,979 Expected return on plan assets (18,531 ) (20,026 ) (18,761 ) Amortizations: Prior service cost 857 856 787 Unrecognized net loss 8,822 8,544 5,105 Effect of settlement 313 — 538 Other — (147 ) — Net periodic benefit cost $ 6,805 $ 6,594 $ 4,729 Year Ended December 31 2016 2015 2014 (In thousands) Components of net periodic benefit cost: Service and interest cost $ 1,725 $ 2,276 $ 2,487 Amortizations: Prior service cost 92 92 65 Unrecognized net (gain) loss (245 ) 63 75 Other — — 98 Net periodic benefit cost $ 1,572 $ 2,431 $ 2,725 |
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- Point Increase 1-Percentage- Point Decrease (In thousands) Effect on total of service and interest cost components $ 228 $ (189 ) Effect on postretirement obligation 2,999 (2,651 ) |
Estimated Pension Plan Benefit Payments to Participants for Next Ten Years | Estimated pension plan benefit payments to participants for the next ten years are as follows: 2017 $ 20.6 million 2018 20.4 million 2019 20.1 million 2020 20.4 million 2021 21.0 million Next five years 107.2 million Estimated postretirement health care plan benefit payments for the next ten years are as follows: 2017 $ 2.1 million 2018 2.1 million 2019 2.3 million 2020 2.3 million 2021 2.3 million Next five years 11.4 million |
Asset Impairment Charges and 44
Asset Impairment Charges and Facility Closing and Reorganization Costs (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Approved Plans and Related Charges | Costs associated with approved plans within our ongoing network optimization strategies are summarized as follows: Year Ended December 31 2016 2015 2014 (In thousands) Closure of facilities, net(1) $ 8,719 $ 19,844 $ 4,460 Facility closing and reorganization costs, net $ 8,719 $ 19,844 $ 4,460 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2016 , 2015 and 2014 . These charges are primarily related to facility closures in Orem, Utah; New Orleans, Louisiana; Rochester, Indiana; 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 net charges to date of $73.8 million related to these facility closures through December 31, 2016 . We expect to incur additional charges related to these facility closures of approximately $5.2 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. |
Facility Closing and Reorganization Costs | Activity for 2016 and 2015 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 (In thousands) Cash charges: Workforce reduction costs $ 1,283 $ 8,803 $ (4,610 ) $ 5,476 $ 409 $ (2,275 ) $ 3,610 Shutdown costs — 2,506 (2,506 ) — 3,043 (3,043 ) — Lease obligations after shutdown 6,855 149 (1,718 ) 5,286 350 (1,704 ) 3,932 Other — 1,041 (1,041 ) — 882 (882 ) — Subtotal $ 8,138 12,499 $ (9,875 ) $ 10,762 4,684 $ (7,904 ) $ 7,542 Other charges (gains): Write-down of assets(1) 10,531 7,979 Gain on sale of related assets (3,489 ) (3,963 ) Other, net 303 19 Subtotal 7,345 4,035 Total $ 19,844 $ 8,719 (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. Over time, refinements to our estimates used in testing for recoverability may result in additional asset write-downs. The write-down of assets can include accelerated depreciation recorded for those facilities identified for closure. 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 Inform45
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Year Ended December 31 2016 2015 2014 (In thousands) Cash paid for interest and financing charges, net of capitalized interest $ 60,580 $ 49,593 $ 52,122 Net cash paid (received) for taxes 50,630 (29,157 ) (31,469 ) Non-cash additions to property, plant and equipment, including capital leases 4,748 10,129 7,455 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Composition of Capital Leases | The net book value of assets under capital leases, which are included in property, plant and equipment in our Consolidated Balance Sheets, are as follows: Year Ended December 31 2016 2015 (In thousands) Machinery and equipment $ 5,832 $ 7,514 Less accumulated depreciation (1,852 ) (2,302 ) Net book value of assets under capital leases $ 3,980 $ 5,212 |
Future Minimum Payments under Non-Cancelable Operating Leases | Future minimum payments at December 31, 2016 under non-cancelable capital leases and operating leases with terms in excess of one year are summarized below: Capital Leases Operating Leases (In thousands) 2017 $ 1,219 $ 82,451 2018 1,430 74,302 2019 1,219 63,053 2020 398 46,583 2021 — 31,048 Thereafter — 61,259 Total minimum lease payments 4,266 $ 358,696 Less amount representing interest (286 ) Present value of capital lease obligations $ 3,980 |
Segment, Geographic and Custo47
Segment, Geographic and Customer Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Similar Products | Approximate net revenue from external customers for each group of similar products for fiscal 2016 , 2015 , and 2014 consisted of the following: Year Ended December 31, 2016 2015 2014 (in millions) Fluid milk $ 5,339 $ 5,728 $ 6,984 Ice cream(1) 1,041 965 986 Fresh cream(2) 359 358 373 Extended shelf life and other dairy products(3) 231 250 283 Cultured 299 319 370 Other beverages(4) 308 343 379 Other(5) 133 159 128 Total $ 7,710 $ 8,122 $ 9,503 (1) Includes ice cream, ice cream mix and ice cream novelties (2) Includes half-and-half and whipping creams. (3) Includes creamers and other extended shelf life fluids. (4) Includes fruit juice, fruit flavored drinks, iced tea and water. (5) Includes items for resale such as butter, cheese, eggs and milkshakes. |
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, 2016 2015 2014 (in thousands) Operating income: Dean Foods $ 272,387 $ 223,115 $ 26,777 Facility closing and reorganization costs, net (8,719 ) (19,844 ) (4,460 ) Litigation settlements — — 2,521 Impairment of intangible and long-lived assets — (109,910 ) (20,820 ) Other operating income — — 4,535 Total 263,668 93,361 8,553 Other (income) expense: Interest expense 66,795 66,813 61,019 Loss on early retirement of debt — 43,609 1,437 Other income, net (5,778 ) (3,751 ) (1,620 ) Consolidated income (loss) from continuing operations before income taxes $ 202,651 $ (13,310 ) $ (52,283 ) |
Quarterly Results of Operatio48
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations | The following is a summary of our unaudited quarterly results of operations for 2016 and 2015 : Quarter First Second Third Fourth (In thousands, except share and per share data) 2016 Net sales $ 1,878,828 $ 1,848,788 $ 1,964,601 $ 2,018,009 Gross profit 504,068 493,253 488,775 501,420 Income from continuing operations 39,201 33,371 14,526 33,519 Net Income (1) 39,201 33,371 14,526 32,831 Earnings per common share from continuing operations (2): Basic 0.43 0.37 0.16 0.37 Diluted 0.43 0.36 0.16 0.37 Quarter First Second Third Fourth (In thousands, except share and per share data) 2015 Net sales $ 2,050,762 $ 2,014,706 $ 2,033,693 $ 2,022,500 Gross profit 478,309 495,641 491,988 508,471 Income (loss) from continuing operations (73,651 ) 26,519 20,233 18,818 Net income (loss) (3) (4) (73,740 ) 26,519 20,233 18,480 Earnings (loss) per common share from continuing operations (2): Basic (0.78 ) 0.28 0.22 0.20 Diluted (0.78 ) 0.28 0.22 0.20 (1) The results for the first, second, third and fourth quarters of 2016 include facility closing and reorganization costs, net of tax and gains on sales of assets, of $0.7 million , $(0.9) million , $5.7 million and $(0.2) million , respectively. See Note 15 . The results for the third quarter of 2016 include a separation charge of $10.1 million in connection with the Company's CEO succession plan. See “Part I — Item 1. Business — Developments Since January 1, 2016 .” (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 2015 include facility closing and reorganization costs, net of tax and gains on sales of assets, of $0.8 million , $3.3 million , $1.7 million and $6.4 million , respectively. See Note 15 . (4) Results for the first quarter of 2015 include a charge of $68.7 million , net of tax, related to impairments of intangible assets (Note 5 ), and a loss of $23.5 million , net of tax, related to the early retirement of a portion of our senior notes due 2016 (Note 8 ). |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Brand | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Period of credit terms | 30 days | ||
Accumulated foreign earnings | $ 18,500,000 | ||
Advertising expense | 59,600,000 | $ 44,800,000 | $ 27,500,000 |
Prepaid advertising expenses | 1,900,000 | 700,000 | |
Shipping and handling costs | 1,100,000,000 | 1,200,000,000 | 1,200,000,000 |
Research and development expense | 3,000,000 | 2,300,000 | $ 1,900,000 |
Prepaid Expenses and Other Current Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Assets held for sale | $ 0 | $ 0 | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of local and regional brands and private labels, more than | Brand | 50 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment, Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
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 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Schedule of Intangible and Other Assets, Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
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 |
Acquisitions and Divestitures52
Acquisitions and Divestitures (Detail) - USD ($) $ in Thousands | Jun. 21, 2016 | Jun. 20, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 154,112 | $ 154,112 | $ 86,841 | |||
Loss from discontinued operations, net of tax | 312 | 1,095 | $ 652 | |||
Gain (loss) on sale of discontinued operations, net of tax | (376) | $ 668 | $ 543 | |||
Friendly’s Holdings | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price | $ 158,200 | $ 157,300 | ||||
Base purchase price | 155,000 | |||||
Working capital adjustments | 2,300 | |||||
Additional consideration transferred | $ 900 | |||||
Decrease to deferred tax liabilities | $ 11,100 | |||||
Identifiable intangible assets and other long-term assets | $ 81,709 | |||||
Weighted average useful life | 15 years | |||||
Unfavorable lease contract assumed | $ 5,400 | |||||
Goodwill | 67,271 | |||||
Acquisition-related expenses | $ 4,600 | |||||
Friendly’s Holdings | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 29,700 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 20, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 154,112 | $ 86,841 | |
Friendly’s Holdings | |||
Business Acquisition [Line Items] | |||
Receivables, net | $ 15,812 | ||
Inventories | 11,724 | ||
Prepaid expenses and other current assets | 4,036 | ||
Property, plant and equipment, net | 11,001 | ||
Goodwill | 67,271 | ||
Identifiable intangible assets and other long-term assets | 81,709 | ||
Accounts payable and accrued expenses | (9,075) | ||
Other long-term liabilities | (6,158) | ||
Deferred tax liability, net | (18,117) | ||
Net identifiable assets acquired | $ 158,203 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 110,095 | $ 99,272 |
Finished goods | 174,389 | 154,054 |
Total | $ 284,484 | $ 253,326 |
Property, Plant and Equipment55
Property, Plant and Equipment (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 174,323,000 | $ 174,620,000 | |
Buildings | 673,687,000 | 666,697,000 | |
Leasehold improvements | 82,284,000 | 76,985,000 | |
Machinery and equipment | 1,921,436,000 | 1,850,012,000 | |
Construction in progress | 24,362,000 | 32,116,000 | |
Property, plant and equipment, gross | 2,876,092,000 | 2,800,430,000 | |
Less accumulated depreciation | (1,712,241,000) | (1,626,293,000) | |
Total | 1,163,851,000 | 1,174,137,000 | |
Depreciation expense | 151,900,000 | 149,700,000 | $ 156,500,000 |
Interest capitalized | $ 0 | $ 0 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross carrying value of goodwill | $ 2,230,000,000 | ||||||
Accumulated goodwill impairment | (2,080,000,000) | ||||||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 | $ 0 | |||
Non-cash impairment charge | 109,910,000 | 109,910,000 | |||||
Income tax benefit | (82,034,000) | 5,229,000 | 32,096,000 | ||||
Amortization expense on intangible assets | 20,752,000 | 21,653,000 | $ 2,889,000 | ||||
Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Non-cash impairment charge | $ 109,900,000 | $ 109,910,000 | $ 109,910,000 | ||||
Income tax benefit | $ 41,200,000 | ||||||
Minimum | Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Remaining amortization period | 4 years | ||||||
Maximum | Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Remaining amortization period | 9 years |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Goodwill Rollforward (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 86,841 |
Acquisitions (Note 2) | 67,271 |
Ending balance | $ 154,112 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets with finite lives: | |||
Impairment | $ (109,910) | $ (109,910) | |
Accumulated Amortization | (78,874) | (58,123) | |
Total, Gross Carrying Amount | 360,702 | 279,002 | |
Total, Net Carrying Amount | 171,918 | 110,969 | |
Trademarks | |||
Intangible assets with finite lives: | |||
Acquisition Costs | 229,777 | 229,777 | |
Impairment | $ (109,900) | (109,910) | (109,910) |
Accumulated Amortization | (41,824) | (24,423) | |
Net Carrying Amount | 78,043 | 95,444 | |
Customer-Related and Other | |||
Intangible assets with finite lives: | |||
Acquisition Costs | 78,925 | 49,225 | |
Impairment | 0 | 0 | |
Accumulated Amortization | (37,050) | (33,700) | |
Net Carrying Amount | 41,875 | 15,525 | |
Trademarks | |||
Intangible assets with indefinite lives: | |||
Acquisition Costs | $ 52,000 | $ 0 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 20.6 |
2,018 | 20 |
2,019 | 20 |
2,020 | 11.9 |
2,021 | $ 10.2 |
Accounts Payable and Accrued 60
Accounts Payable and Accrued Expenses - Components of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 416,847 | $ 392,646 |
Payroll and benefits, including incentive compensation | 101,315 | 138,805 |
Health insurance, workers’ compensation and other insurance costs | 60,357 | 62,277 |
Current derivative liability | 12 | 10,023 |
Customer rebates | 41,919 | 49,053 |
Other accrued liabilities | 86,531 | 89,184 |
Total | $ 706,981 | $ 741,988 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current income taxes: | |||
Federal | $ 49,529 | $ 26,939 | $ (94,983) |
State | 5,728 | 1,987 | 1,255 |
Foreign | 879 | 513 | 723 |
Total current income tax expense (benefit) | 56,136 | 29,439 | (93,005) |
Deferred income taxes: | |||
Federal | 15,164 | (34,620) | 54,015 |
State | 10,734 | (48) | 6,894 |
Total deferred income tax expense (benefit) | 25,898 | (34,668) | 60,909 |
Total income tax expense (benefit) | 82,034 | (5,229) | (32,096) |
Income tax benefit related to discontinued operation | $ 500 | $ 500 | $ 900 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amount | |||
Tax expense (benefit) at statutory rate, Amount | $ 70,928 | $ (4,658) | $ (18,299) |
State income taxes, Amount | 9,620 | 3,469 | 2,281 |
Uncertain tax position, Amount | 0 | 0 | (15,451) |
Domestic production activities deduction, Amount | (4,393) | (2,456) | 0 |
Corporate owned life insurance, Amount | 0 | (947) | (870) |
Nondeductible executive compensation, Amount | 1,130 | 851 | 683 |
Change in valuation allowances, Amount | 1,080 | (2,209) | 3,016 |
Other, Amount | 3,669 | 721 | (3,456) |
Total income tax expense (benefit) | $ 82,034 | $ (5,229) | $ (32,096) |
Percentage | |||
Tax expense (benefit) at statutory rate, Percentage | 35.00% | 35.00% | 35.00% |
State income taxes, Percentage | 4.80% | (26.10%) | (4.40%) |
Uncertain tax position, Percentage | 0.00% | 0.00% | 29.60% |
Domestic production activities deduction, Percentage | (2.20%) | 18.50% | (0.00%) |
Corporate owned life insurance, Amount | 0.00% | 7.10% | 1.70% |
Nondeductible executive compensation, Percentage | 0.60% | (6.40%) | (1.30%) |
Change in valuation allowances, Percentage | 0.50% | 16.60% | (5.80%) |
Other, Percentage | 1.80% | (5.40%) | 6.60% |
Total, Percentage | 40.50% | 39.30% | 61.40% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets: | ||
Accrued liabilities | $ 93,491 | $ 104,675 |
Retirement plans and postretirement benefits | 34,777 | 33,259 |
Share-based compensation | 13,322 | 15,386 |
Receivables and inventories | 8,187 | 11,061 |
Intangible assets | 0 | 4,131 |
Derivative financial instruments | 0 | 3,990 |
Net operating loss carryforwards | 34,478 | 30,799 |
Tax credit carryforwards | 8,890 | 5,026 |
Valuation allowances | (12,048) | (10,968) |
Deferred income tax assets | 181,097 | 197,359 |
Deferred income tax liabilities: | ||
Property, plant and equipment | (208,559) | (208,485) |
Intangible assets | (29,356) | 0 |
Derivative financial instruments | (916) | 0 |
Cancellation of debt | (5,576) | (8,411) |
Other | (3,458) | (1,162) |
Deferred income tax liabilities | (247,865) | (218,058) |
Net deferred income tax liability | (66,768) | (20,699) |
Deferred tax assets related to uncertain tax positions | $ 8,800 | $ 8,700 |
Income Taxes - Balance Sheet Cl
Income Taxes - Balance Sheet Classification of Net Deferred Income Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Current assets | $ 37,504 | $ 54,735 |
Noncurrent assets | 21,737 | 31,386 |
Noncurrent liabilities | (126,009) | (106,820) |
Net deferred income tax liability | $ (66,768) | $ (20,699) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
State and foreign net operating loss carry forwards | $ 34,478 | $ 30,799 |
State tax credits | 8,890 | 5,026 |
Valuation allowance | 12,048 | 10,968 |
Increase in valuation allowance | 1,100 | |
Unrecognized tax benefits that would impact effective tax rate | 4,200 | |
Unrecognized tax benefit that would be offset by tax benefits associated with transfer pricing adjustment | 17,300 | |
Unrecognized tax benefit with uncertainty about timing of deductibility | 8,800 | |
Accrued interest | $ 2,700 | $ 2,200 |
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 | |
Resolution of uncertain tax positions | Minimum | ||
Income Taxes [Line Items] | ||
Decrease in gross liability for uncertain tax positions | $ 16,000 | |
Resolution of uncertain tax positions | Maximum | ||
Income Taxes [Line Items] | ||
Decrease in gross liability for uncertain tax positions | $ 21,000 |
Income Taxes - Reconciliation66
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 27,829 | $ 26,463 | $ 40,478 |
Increases in tax positions for current year | 125 | 39 | 0 |
Increases in tax positions for prior years | 4,542 | 1,327 | 11,432 |
Decreases in tax positions for prior years | (199) | 0 | (21,194) |
Settlement of tax matters | (1,887) | 0 | (4,203) |
Lapse of applicable statutes of limitations | 0 | 0 | (50) |
Balance at end of year | $ 30,410 | $ 27,829 | $ 26,463 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | $ 886,051 | $ 834,573 |
Subtotal | 895,080 | 847,212 |
Unamortized discounts and debt issuance costs | (9,029) | (12,639) |
Less current portion | (140,806) | (1,493) |
Total long-term portion | 745,245 | 833,080 |
Unamortized debt issuance costs | 6,800 | 7,900 |
Dean Foods Company | ||
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | 709,100 | 700,000 |
Dean Foods Company | Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 700,000 | $ 700,000 |
Interest Rate, Notes Due | 6.50% | 6.50% |
Dean Foods Company | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 9,100 | $ 0 |
Interest Rate, Credit Facility | 2.94% | 0.00% |
Subsidiary debt obligations | ||
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | $ 185,980 | $ 147,212 |
Subsidiary debt obligations | Senior Notes Due 2017 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 142,000 | $ 142,000 |
Interest Rate, Notes Due | 6.90% | 6.90% |
Unamortized debt issuance costs | $ 2,300 | |
Subsidiary debt obligations | Capital lease and other | ||
Debt Instrument [Line Items] | ||
Capital lease and other | 3,980 | $ 5,212 |
Receivables securitization facility | Subsidiary debt obligations | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 40,000 | |
Interest Rate, Credit Facility | 1.87% | 0.00% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 143,078 |
2,018 | 41,336 |
2,019 | 1,174 |
2,020 | 9,492 |
2,021 | 0 |
Thereafter | 700,000 |
Subtotal | 895,080 |
Less unamortized discounts and debt issuance costs | (9,029) |
Total outstanding debt | $ 886,051 |
Debt - Senior Notes Due 2023 (D
Debt - Senior Notes Due 2023 (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 25, 2015USD ($) | |
Line of Credit Facility [Line Items] | ||||
Unamortized debt issuance costs | $ 6,800,000 | $ 7,900,000 | ||
Dean Foods Company | Senior Secured Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, amount outstanding | 9,100,000 | $ 0 | ||
Senior Secured Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Average daily balance under facility | 1,500,000 | |||
Letters of credit issued | 0 | |||
Senior Notes Due 2023 | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, principal amount | $ 700,000,000 | |||
Debt instrument, interest rate | 6.50% | |||
Debt Instrument, issue price percentage of principal | 100.00% | |||
Certain arrangement fees | $ 7,000,000 | |||
Unamortized debt issuance costs | 6,800,000 | $ 1,800,000 | ||
Line of credit, amount outstanding | $ 693,200,000 | |||
Senior Notes Due 2023 | Dean Foods Company | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate | 6.50% | 6.50% | ||
Old Credit Facility | Senior Secured Debt | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Write-off of financing costs | $ 5,300,000 | |||
Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 450,000,000 | |||
Credit Agreement | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Certain arrangement fees | 4,800,000 | |||
Unamortized debt issuance costs | 2,500,000 | |||
Percentage of guarantor's first-tier foreign subsidiaries | 65.00% | |||
Individual net book value of real property | $ 10,000,000 | |||
Consolidated interest coverage ratio | 3.25 | |||
Credit Agreement | Maximum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Additional borrowing capacity | 200,000,000 | |||
Consolidated interest coverage ratio | 2.50 | |||
Credit Agreement | Minimum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Consolidated interest coverage ratio | 2.25 | |||
Credit Agreement | Letter of Credit | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 75,000,000 | |||
Credit Agreement | Swing Line Loan | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||
Period 1 | Senior Notes Due 2023 | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, purchase price, percentage of principal amount redeemed | 40.00% | |||
Redemption price percentage | 106.50% | |||
Period 2 | Senior Notes Due 2023 | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Redemption price percentage | 100.00% | |||
Period 3 | Senior Notes Due 2023 | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Redemption price percentage | 101.00% | |||
LIBOR | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
LIBOR | Credit Agreement | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate during the period | 2.25% | |||
LIBOR | Credit Agreement | Maximum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 275.00% | |||
LIBOR | Credit Agreement | Minimum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Base Rate | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Base Rate | Credit Agreement | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate during the period | 1.25% | |||
Base Rate | Credit Agreement | Maximum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Base Rate | Credit Agreement | Minimum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Detail) | Jan. 04, 2017USD ($) | Dec. 31, 2016USD ($)entity | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May 31, 2014USD ($) | Feb. 29, 2012USD ($) |
Line of Credit Facility [Line Items] | ||||||
Number of wholly-owned entities | entity | 2 | |||||
Unamortized debt issuance costs | $ 6,800,000 | $ 7,900,000 | ||||
Proceeds from receivables securitization facility | 945,000,000 | 685,000,000 | $ 2,656,000,000 | |||
Payments for receivables securitization facility | (905,000,000) | (920,000,000) | $ (2,634,000,000) | |||
Receivables securitization facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 550,000,000 | |||||
Line of credit, current borrowing capacity | 457,500,000 | |||||
Total receivables sold | 609,000,000 | |||||
Line of credit, amount outstanding | 117,200,000 | |||||
Line of credit facility outstanding, remaining borrowing capacity | 300,300,000 | |||||
Average daily balance under facility | 13,800,000 | |||||
Issuance of standby letter of credit | 0 | $ 80,000,000 | ||||
Modified receivables securitization facility | Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 350,000,000 | $ 300,000,000 | ||||
Unamortized debt issuance costs | 700,000 | |||||
Subsidiary debt obligations | Receivables securitization facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit, amount outstanding | 40,000,000 | |||||
Senior Secured Credit Facility | Dean Foods Company | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit, amount outstanding | $ 9,100,000 | $ 0 | ||||
Subsequent Event | Amendment to Senior Secured Revolving Credit Facility | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Total net leverage ratio | 4.25 | |||||
Subsequent Event | Amendment to Receivables Securitization Facility | Receivables securitization facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 450,000,000 | |||||
Subsequent Event | Amendment to Receivables Securitization Facility | Maximum | Receivables securitization facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 1.05% | |||||
Unused capacity fee percentage | 0.55% | |||||
Subsequent Event | Amendment to Receivables Securitization Facility | Minimum | Receivables securitization facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 0.90% | |||||
Unused capacity fee percentage | 0.40% | |||||
LIBOR | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
LIBOR | Subsequent Event | Amendment to Senior Secured Revolving Credit Facility | Maximum | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
LIBOR | Subsequent Event | Amendment to Senior Secured Revolving Credit Facility | Minimum | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Alternate Base Rate | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Alternate Base Rate | Subsequent Event | Amendment to Senior Secured Revolving Credit Facility | Maximum | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Alternate Base Rate | Subsequent Event | Amendment to Senior Secured Revolving Credit Facility | Minimum | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.75% |
Debt - Senior Notes (Detail)
Debt - Senior Notes (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||||||
Loss on early retirement of debt | $ 0 | $ 43,609,000 | $ 1,437,000 | |||||
Carrying value of debt | $ 886,051,000 | 886,051,000 | ||||||
Unamortized debt issuance costs | 6,800,000 | 6,800,000 | $ 7,900,000 | |||||
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 redemption premium | 1,200,000 | |||||||
Tender offer cost | 200,000 | |||||||
Dean Foods Company | Senior Notes Due 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument repurchased face amount | $ 24,000,000 | $ 24,000,000 | $ 24,000,000 | |||||
Debt Instrument, purchase price, percentage of principal amount redeemed | 104.875% | |||||||
Dean Foods Company | Senior Notes | Senior Notes Due 2016 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount retired | $ 476,200,000 | |||||||
Total redemption price | $ 521,800,000 | |||||||
Loss on early retirement of debt | $ 38,300,000 | |||||||
Debt redemption premium | 37,300,000 | |||||||
Deferred financing cost written off | 800,000 | |||||||
Write off of debt discount and interest rate swaps | $ 200,000 | |||||||
Subsidiary debt obligations | Senior Notes Due 2017 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | 142,000,000 | 142,000,000 | ||||||
Carrying value of debt | 139,700,000 | 139,700,000 | ||||||
Unamortized debt issuance costs | $ 2,300,000 | $ 2,300,000 | ||||||
Debt instrument, interest rate | 6.90% | 6.90% | 6.90% |
Derivative Financial Instrume72
Derivative Financial Instruments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Reclassified from accumulated other comprehensive income | $ 0 | $ 0 | $ 220 |
Minimum | |||
Derivative [Line Items] | |||
Anticipated requirements, Outstanding purchase commitment | 1 month | ||
Maximum | |||
Derivative [Line Items] | |||
Anticipated requirements, Outstanding purchase commitment | 1 year |
Derivative Financial Instrume73
Derivative Financial Instruments and Fair Value Measurements - Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 2,416 | $ 317 |
Derivative Liability, Fair Value, Gross Liability | 12 | 10,713 |
Current | Not Designated As Hedging Instruments | Commodities Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 2,416 | 317 |
Derivative Liability, Fair Value, Gross Liability | 12 | 10,023 |
Non-current | Not Designated As Hedging Instruments | Commodities Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Derivative Liability, Fair Value, Gross Liability | $ 0 | $ 690 |
Derivative Financial Instrume74
Derivative Financial Instruments and Fair Value Measurements - Summary of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Commodities Contracts - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Assets - Fair Value | $ 2,416 | $ 317 |
Liabilities - Fair Value | 12 | 10,713 |
Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Assets - Fair Value | 2,416 | 317 |
Liabilities - Fair Value | $ 12 | $ 10,713 |
Derivative Financial Instrume75
Derivative Financial Instruments and Fair Value Measurements - Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Dean Foods Company | Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Amount Outstanding | $ 700,000 | $ 700,000 |
Subsidiary debt obligations | Senior Notes Due 2017 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Amount Outstanding | 142,000 | 142,000 |
Senior Notes | Dean Foods Company | Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Fair Value | 736,750 | 726,250 |
Senior Notes | Subsidiary debt obligations | Senior Notes Due 2017 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Fair Value | $ 146,615 | $ 148,745 |
Derivative Financial Instrume76
Derivative Financial Instruments and Fair Value Measurements - Summary of SERP Assets Measured at Fair Value on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Money market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | $ 27 | $ 4 |
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 | 1,673 | 1,506 |
Level 2 | Money market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 27 | 4 |
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 | $ 1,673 | $ 1,506 |
Common Stock and Share-Based 77
Common Stock and Share-Based Compensation - Additional Information (Detail) - USD ($) | Mar. 03, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Dividends paid (in dollars per share) | $ 0.07 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.07 | $ 0.07 | |||
Quarterly dividends expected (in dollars per share) | $ 0.09 | ||||||||
Annual dividends expected (in dollars per share) | $ 0.36 | ||||||||
Cash dividends paid | $ (32,828,000) | $ (26,182,000) | $ (26,232,000) | ||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||
Common stock, shares authorized | 250,000,000 | ||||||||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 | |||||||
Authorized to repurchase common stock | $ 2,380,000,000 | ||||||||
Shares available for issuance ( in shares) | 11,600,000 | ||||||||
Share-based compensation expense | $ 29,830,000 | $ 16,377,000 | 12,276,000 | ||||||
Dean Foods Company Two Thousand Seven Stock Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock option awarded (in shares) | 1.67 | ||||||||
Stock Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Cash received from stock option exercises | $ 2,200,000 | ||||||||
Cash benefit for tax deductions realized for option exercises | 500,000 | ||||||||
Total unrecognized stock option expense | 0 | ||||||||
Share-based compensation expense | 0 | 88,000 | 438,000 | ||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized stock option expense | $ 8,200,000 | ||||||||
Unrecognized compensation expense expected to be recognized period, years | 10 months 21 days | ||||||||
Restricted Stock Units (RSUs) | Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Restricted Stock Units (RSUs) | Non-Employee Directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
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% | ||||||||
PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Share-based compensation expense | $ 3,601,000 | $ 0 | $ 0 | ||||||
Phantom Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
RSU and PSU | CEO, Gregg A. Tanner | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 6,000,000 | ||||||||
Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Amount available for repurchase | $ 197,100,000 | ||||||||
Minimum | PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 0.00% | ||||||||
Maximum | PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 200.00% | ||||||||
2016 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum stock options grants (in shares) | 11,750,000 |
Common Stock and Share-Based 78
Common Stock and Share-Based Compensation - Share Repurchase Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of shares repurchased | 1,371 | 3,166 | |
Weighted average purchase price per share (in dollars per share) | $ 18.21 | $ 16.73 | |
Amount of share repurchases | $ 25,000 | $ 53,010 | $ 25,000 |
Common Stock and Share-Based 79
Common Stock and Share-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Exercise Price | ||
Options outstanding at ending balance, Weighted Average Contractual Life | 1 year 8 months 23 days | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning Balance, Outstanding (in shares) | 3,204,925 | |
Forfeited and canceled, Options (in shares) | (921,142) | |
Exercised, Options (in shares) | (244,954) | |
Ending Balance, Outstanding (in shares) | 2,038,829 | |
Options exercisable, Options (in shares) | 3,204,925 | |
Weighted Average Exercise Price | ||
Beginning Balancing, Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 20.07 | |
Forfeited and canceled, Weighted Average Exercise Price (in dollars per share) | 22.24 | |
Exercised, Weighted Average Exercise Price (in dollars per share) | 14.29 | |
Ending Balancing, Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 19.78 | |
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $ 20.07 | |
Options outstanding at ending balance, Aggregate Intrinsic Value | $ 6,923,656 | |
Remaining unvested stock options (in shares) | 0 |
Common Stock and Share-Based 80
Common Stock and Share-Based Compensation - Summary Options Outstanding and Exercisable (Detail) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
8.96 to 10.44 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit (in dollars per share) | $ 8.96 |
Exercise price range, Upper limit (in dollars per share) | $ 10.44 |
Number Outstanding, Options Outstanding (in shares) | shares | 302,704 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 4 years 8 months 23 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 9.84 |
12.60 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit (in dollars per share) | $ 12.60 |
Number Outstanding, Options Outstanding (in shares) | shares | 112,643 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 3 years 1 month 13 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 12.60 |
13.30 to 16.98 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit (in dollars per share) | 13.30 |
Exercise price range, Upper limit (in dollars per share) | $ 17.36 |
Number Outstanding, Options Outstanding (in shares) | shares | 103,961 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 2 years 10 months 21 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 15.56 |
17.36 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit (in dollars per share) | $ 17.36 |
Number Outstanding, Options Outstanding (in shares) | shares | 352,742 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 2 years 1 month 13 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 17.36 |
17.48 to 21.14 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit (in dollars per share) | 17.38 |
Exercise price range, Upper limit (in dollars per share) | $ 21.14 |
Number Outstanding, Options Outstanding (in shares) | shares | 23,563 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 1 year 7 months 10 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 18.82 |
21.96 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit (in dollars per share) | $ 21.96 |
Number Outstanding, Options Outstanding (in shares) | shares | 341,142 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 1 year 15 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 21.96 |
23.08 to 24.60 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit (in dollars per share) | 23.08 |
Exercise price range, Upper limit (in dollars per share) | $ 24.60 |
Number Outstanding, Options Outstanding (in shares) | shares | 255,255 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 10 months 6 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 23.11 |
26.06 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Upper limit (in dollars per share) | $ 26.06 |
Number Outstanding, Options Outstanding (in shares) | shares | 463,532 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 1 month 13 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 26.06 |
26.52 to 27.60 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, Lower limit (in dollars per share) | 27.58 |
Exercise price range, Upper limit (in dollars per share) | $ 27.60 |
Number Outstanding, Options Outstanding (in shares) | shares | 83,287 |
Weighted-Average Remaining Contractual Life, Options Outstanding (in years) | 4 months 21 days |
Weighted-Average Exercise Price, Options Outstanding (in dollars per share) | $ 27.29 |
Common Stock and Share-Based 81
Common Stock and Share-Based Compensation - Additional Information Stock Option Activity (Detail) - Stock Option - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of options exercised | $ 1,372 | $ 336 | $ 2,078 |
Fair value of shares vested | 0 | 453 | 4,717 |
Tax benefit related to stock option expense | $ 0 | $ 34 | $ 169 |
Common Stock and Share-Based 82
Common Stock and Share-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding (in shares) | 966,692 |
Stock units issued (in shares) | 523,664 |
Shares issued upon vesting of stock units | (313,155) |
Stock units canceled or forfeited (in shares) | (224,209) |
Ending Balance, Outstanding (in shares) | 952,992 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 17.47 |
Employees | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding (in shares) | 871,876 |
Stock units issued (in shares) | 480,117 |
Shares issued upon vesting of stock units | (257,269) |
Stock units canceled or forfeited (in shares) | (221,939) |
Ending Balance, Outstanding (in shares) | 872,785 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 17.46 |
Director | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding (in shares) | 94,816 |
Stock units issued (in shares) | 43,547 |
Shares issued upon vesting of stock units | (55,886) |
Stock units canceled or forfeited (in shares) | (2,270) |
Ending Balance, Outstanding (in shares) | 80,207 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 17.55 |
Common Stock and Share-Based 83
Common Stock and Share-Based Compensation - Stock Units Grants and Stock Units Expense (Detail) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of RSUs vested/distributed during the period | $ 8,920 | $ 7,958 | $ 5,459 |
Weighted-average grant date fair value of RSUs granted (in dollars per share) | $ 19.13 | $ 16.41 | $ 14.62 |
Tax benefit related to RSU expense | $ 1,694 | $ 2,303 | $ 990 |
Common Stock and Share-Based 84
Common Stock and Share-Based Compensation - Summary of Restricted Stock Activity (Detail) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
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 (in shares) | shares | 39,325 |
Restricted shares granted (in shares) | shares | 43,124 |
Restricted shares vested (in shares) | shares | (40,699) |
Ending Balance, Outstanding (in shares) | shares | 41,750 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance, Outstanding (in dollars per share) | $ / shares | $ 16.36 |
Restricted shares granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 18.25 |
Restricted shares vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 17.08 |
Ending Balance, Outstanding (in dollars per share) | $ / shares | $ 17.61 |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding (in shares) | shares | 0 |
Restricted shares granted (in shares) | shares | 90,583 |
Restricted shares vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending Balance, Outstanding (in shares) | shares | 90,583 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance, Outstanding (in dollars per share) | $ / shares | $ 0 |
Restricted shares granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 19.13 |
Restricted shares vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Ending Balance, Outstanding (in dollars per share) | $ / shares | $ 19.13 |
Common Stock and Share-Based 85
Common Stock and Share-Based Compensation - Summary of Phantom Share Activity (Detail) - Phantom Shares | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Outstanding (in shares) | shares | 1,159,519 |
Restricted shares granted (in shares) | shares | 818,407 |
Converted/paid (in shares) | shares | (560,712) |
Forfeited (in shares) | shares | (56,152) |
Ending Balance, Outstanding (in shares) | shares | 1,361,062 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance, Outstanding (in dollars per share) | $ / shares | $ 15.94 |
Granted (in dollars per share) | $ / shares | 19.20 |
Converted/paid (in dollars per share) | $ / shares | 16.07 |
Forfeited (in dollars per share) | $ / shares | 17.47 |
Ending Balance, Outstanding (in dollars per share) | $ / shares | $ 17.78 |
Common Stock and Share-Based 86
Common Stock and Share-Based Compensation - Summary of Share Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 29,830 | $ 16,377 | $ 12,276 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 0 | 88 | 438 |
Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 11,053 | 8,407 | 4,521 |
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 3,601 | 0 | 0 |
Phantom Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 15,176 | $ 7,882 | $ 7,317 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic earnings (loss) per share computation: | |||||||||||
Income (loss) from continuing operations | $ 33,519 | $ 14,526 | $ 33,371 | $ 39,201 | $ 18,818 | $ 20,233 | $ 26,519 | $ (73,651) | $ 120,617 | $ (8,081) | $ (20,187) |
Average common shares - Basic (in shares) | 90,933,886 | 93,298,467 | 93,916,656 | ||||||||
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ 1.33 | $ (0.09) | $ (0.22) | ||||||||
Diluted earnings (loss) per share computation: | |||||||||||
Income (loss) from continuing operations | $ 33,519 | $ 14,526 | $ 33,371 | $ 39,201 | $ 18,818 | $ 20,233 | $ 26,519 | $ (73,651) | $ 120,617 | $ (8,081) | $ (20,187) |
Stock option conversion (in shares) | 246,116 | 0 | 0 | ||||||||
RSUs and PSUs (in shares) | 330,481 | 0 | 0 | ||||||||
Average common shares - diluted (in shares) | 91,510,483 | 93,298,467 | 93,916,656 | ||||||||
Diluted earnings (loss) per share from continuing operations (in dollars per share) | $ 1.32 | $ (0.09) | $ (0.22) | ||||||||
Common Stock | |||||||||||
Diluted earnings (loss) per share computation: | |||||||||||
Anti-dilutive options excluded (in shares) | 1,262,158 | 2,933,770 | 3,840,637 | ||||||||
Stock Units | |||||||||||
Diluted earnings (loss) per share computation: | |||||||||||
Anti-dilutive options excluded (in shares) | 0 | 340,398 | 312,971 |
Accumulated Other Comprehensi88
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | $ 545,504 | |
Stockholders' Equity Attributable to Parent | 610,556 | $ 545,504 |
Gains/Losses on Cash Flow Hedges | ||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | 0 | 87 |
Other comprehensive loss before reclassifications | (87) | |
Amounts reclassified from accumulated other comprehensive income | 0 | |
Net current-period other comprehensive loss | (87) | |
Stockholders' Equity Attributable to Parent | 0 | |
Pension and Other Postretirement Benefits Items | ||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | (83,279) | (83,879) |
Other comprehensive loss before reclassifications | 4,284 | 6,475 |
Amounts reclassified from accumulated other comprehensive income | (5,857) | (5,875) |
Net current-period other comprehensive loss | (1,573) | 600 |
Stockholders' Equity Attributable to Parent | (84,852) | (83,279) |
Foreign Currency Items | ||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | (2,524) | (1,191) |
Other comprehensive loss before reclassifications | (2,257) | (1,333) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current-period other comprehensive loss | (2,257) | (1,333) |
Stockholders' Equity Attributable to Parent | (4,781) | (2,524) |
Total | ||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | (85,803) | (84,983) |
Other comprehensive loss before reclassifications | 2,027 | 5,055 |
Amounts reclassified from accumulated other comprehensive income | (5,857) | (5,875) |
Net current-period other comprehensive loss | (3,830) | (820) |
Stockholders' Equity Attributable to Parent | $ (89,633) | $ (85,803) |
Employee Retirement and Profi89
Employee Retirement and Profit Sharing Plans - Retirement and Profit Sharing Plan Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined benefit plans | $ 6,805 | $ 6,594 | $ 4,729 |
Defined contribution plans | 19,078 | 16,498 | 16,503 |
Multiemployer pension and certain union plans | 30,073 | 29,930 | 28,933 |
Total | $ 55,956 | $ 53,022 | $ 50,165 |
Employee Retirement and Profi90
Employee Retirement and Profit Sharing Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | $ 2,100 | $ 3,000 |
Unrecognized prior service costs, net of tax | 1,300 | 1,800 |
Unrecognized actuarial losses, before tax | 141,500 | 136,700 |
Unrecognized actuarial losses, net of tax | 87,400 | 84,100 |
Prior service costs expected to be recognized next fiscal year | 700 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 400 | |
Actuarial losses expected to be recognized next fiscal year | 10,400 | |
Actuarial losses expected to be recognized next fiscal year, net of tax | 6,400 | |
Current accrued pension liability | 800 | |
Employer expected contribution in 2016 | 2,100 | |
Accumulated benefit obligation for all defined benefit plans | $ 336,300 | 331,300 |
Frozen defined benefit plan obligations | 90.00% | |
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 | 50.00% | |
Plans in red zone, less than | 65.00% | |
Plans in yellow zone, less than | 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 | 41.00% | |
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 | 58.00% | |
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 | $ (56,550) | $ (51,222) |
Employer expected contribution in 2016 | $ 5,300 |
Employee Retirement and Profi91
Employee Retirement and Profit Sharing Plans - Reconciliation of Projected Benefit Obligation and Fair Value of Plans Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | $ 278,915 | ||
Fair value of plan assets at end of year | 282,183 | $ 278,915 | |
Pension Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 333,975 | 345,766 | |
Service cost | 3,173 | 3,631 | $ 3,081 |
Interest cost | 12,171 | 13,736 | |
Plan participants’ contributions | 0 | 10 | |
Plan amendments | 0 | 72 | |
Actuarial (gain) loss | 11,578 | (10,351) | |
Benefits paid | (21,407) | (18,889) | |
Plan settlements | (757) | 0 | |
Benefit obligation at end of year | 338,733 | 333,975 | 345,766 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 282,753 | 289,526 | |
Actual return on plan assets | 16,105 | (6,716) | |
Employer contributions | 5,489 | 18,822 | |
Plan participants’ contributions | 0 | 10 | |
Benefits paid | (21,407) | (18,889) | |
Plan settlements | (757) | 0 | |
Fair value of plan assets at end of year | 282,183 | 282,753 | $ 289,526 |
Funded status at end of year | $ (56,550) | $ (51,222) |
Employee Retirement and Profi92
Employee Retirement and Profit Sharing Plans - Summary of Assumptions Used to Determine Benefit Obligations (Detail) - Pension Plan | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average discount rate | 4.29% | 4.52% |
Rate of compensation increase | 3.70% | 4.00% |
Employee Retirement and Profi93
Employee Retirement and Profit Sharing Plans - Summary of Assumptions Used to Determine Net Periodic Benefit Cost (Detail) - Pension Plan | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Effective discount rate for benefit obligations | 4.53% | 4.08% | 4.90% |
Effective rate for interest on benefit obligations | 3.76% | 4.08% | 4.90% |
Effective discount rate for service cost | 4.67% | 4.08% | 4.90% |
Effective rate for interest on service cost | 4.14% | 4.08% | 4.90% |
Expected return on assets | 6.75% | 7.00% | 7.00% |
Rate of compensation increase | 4.00% | 4.00% | 4.00% |
Employee Retirement and Profi94
Employee Retirement and Profit Sharing Plans - Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amortizations: | |||
Net periodic benefit cost | $ 6,805 | $ 6,594 | $ 4,729 |
Pension Plan | |||
Components of net periodic benefit cost: | |||
Service cost | 3,173 | 3,631 | 3,081 |
Interest cost | 12,171 | 13,736 | 13,979 |
Expected return on plan assets | (18,531) | (20,026) | (18,761) |
Amortizations: | |||
Prior service cost | 857 | 856 | 787 |
Unrecognized net (gain) loss | 8,822 | 8,544 | 5,105 |
Effect of settlement | 313 | 0 | 538 |
Other | 0 | (147) | 0 |
Net periodic benefit cost | $ 6,805 | $ 6,594 | $ 4,729 |
Employee Retirement and Profi95
Employee Retirement and Profit Sharing Plans - Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Compensation and Retirement Disclosure [Abstract] | ||
Projected benefit obligation | $ 338.7 | $ 334 |
Accumulated benefit obligation | 336.3 | 331.3 |
Fair value of plan assets | $ 282.2 | $ 282.8 |
Employee Retirement and Profi96
Employee Retirement and Profit Sharing Plans - Estimated Pension Plan (Detail) - Pension Plan $ in Millions | Dec. 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 20.6 |
2,018 | 20.4 |
2,019 | 20.1 |
2,020 | 20.4 |
2,021 | 21 |
Next five years | $ 107.2 |
Employee Retirement and Profi97
Employee Retirement and Profit Sharing Plans - Fair Values by Category of Inputs (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | $ 282,183 | $ 278,915 | |
Equity Securities, Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 275 | 241 | |
Equity Securities Index Funds U S Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 112,329 | 105,874 | |
Equity Securities Index Funds Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 6,204 | 6,204 | |
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 118,808 | 112,319 | |
Fixed Income, Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 157,361 | 160,419 | |
Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 3,930 | 3,929 | |
Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 161,291 | 164,348 | |
Short-term Investment Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 1,921 | 1,975 | |
Total Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 1,921 | 1,975 | |
Other Investments Partnerships Joint Ventures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 163 | 273 | |
Other Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 163 | 273 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 275 | 241 | |
Level 1 | Equity Securities, Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 275 | 241 | |
Level 1 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 275 | 241 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 277,815 | 274,472 | |
Level 2 | Equity Securities Index Funds U S Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 112,329 | 105,874 | |
Level 2 | Equity Securities Index Funds Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 6,204 | 6,204 | |
Level 2 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 118,533 | 112,078 | |
Level 2 | Fixed Income, Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 157,361 | 160,419 | |
Level 2 | Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 0 | ||
Level 2 | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 157,361 | 160,419 | |
Level 2 | Short-term Investment Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 1,921 | 1,975 | |
Level 2 | Total Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 1,921 | 1,975 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 4,093 | 4,202 | $ 3,488 |
Level 3 | Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 3,930 | 3,929 | 2,921 |
Level 3 | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 3,930 | 3,929 | |
Level 3 | Other Investments Partnerships Joint Ventures | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | 163 | 273 | $ 567 |
Level 3 | Other Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total, Fair Value | $ 163 | $ 273 |
Employee Retirement and Profi98
Employee Retirement and Profit Sharing Plans - Fair Values by Category of Inputs Footnotes (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
U.S. large-cap stocks percentage | 90.00% |
International stocks percentage | 10.00% |
Employee Retirement and Profi99
Employee Retirement and Profit Sharing Plans - Reconciliation of Change in Fair Value Measurement of Defined Benefit Plans (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Change in plan assets: | ||
Fair value of plan assets at beginning of year | $ 278,915 | |
Fair value of plan assets at end of year | 282,183 | $ 278,915 |
Fixed Income Diversified Funds | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 3,929 | |
Fair value of plan assets at end of year | 3,930 | 3,929 |
Partnerships/ Joint Ventures | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 273 | |
Fair value of plan assets at end of year | 163 | 273 |
Level 3 | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 4,202 | 3,488 |
Relating to instruments still held at reporting date | 97 | (51) |
Purchases, sales and settlements (net) | (206) | (823) |
Transfers in and/or out of Level 3 | 1,588 | |
Fair value of plan assets at end of year | 4,093 | 4,202 |
Level 3 | Fixed Income Diversified Funds | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 3,929 | 2,921 |
Relating to instruments still held at reporting date | 115 | 131 |
Purchases, sales and settlements (net) | (114) | (823) |
Transfers in and/or out of Level 3 | 1,700 | |
Fair value of plan assets at end of year | 3,930 | 3,929 |
Level 3 | Partnerships/ Joint Ventures | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 273 | 567 |
Relating to instruments still held at reporting date | (18) | (182) |
Purchases, sales and settlements (net) | (92) | 0 |
Transfers in and/or out of Level 3 | (112) | |
Fair value of plan assets at end of year | $ 163 | $ 273 |
Employee Retirement and Prof100
Employee Retirement and Profit Sharing Plans - Schedule of Information Regarding Participation in Multiemployer Pension Plans (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Western Conference of Teamsters Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 916,145,047 | |
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 | Mar. 31, 2016 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | Sep. 30, 2019 | |
Central States Southeast And Southwest Areas Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 366,044,243 | |
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 | Apr. 3, 2016 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | Sep. 15, 2018 | |
Retail Wholesale Department Store International Union And Industry Pension Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 630,708,442 | |
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 | Jul. 31, 2016 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | Jun. 7, 2018 | |
Dairy Industry Union Pension Plan For Philadelphia Vicinity | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Identification Number | 236,283,288 | |
Pension Plan Number | 1 | |
PPA Zone Status | Green | |
Extended Amortization Provisions | Yes | |
Expiration Date of Associated Collective Bargaining Agreement(s), First | Jun. 30, 2017 | |
Expiration Date of Associated Collective Bargaining Agreement(s), Last | Sep. 30, 2018 |
Employee Retirement and Prof101
Employee Retirement and Profit Sharing Plans - Schedule of Information Regarding Participation in Multiemployer Pension Plans Footnotes (Detail) - Agreement | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 | |
Western Conference of Teamsters Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Collective bargaining agreements | 12 | ||
Percentage of agreements representing total employee participants | 32.00% | ||
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 2017 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 22.00% | ||
Central States Southeast And Southwest Areas Pension Plan | Agreements Expiring in 2018 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 30.00% | ||
Central States Southeast And Southwest Areas Pension Plan | Agreements Expiring in 2019 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 39.00% | ||
Central States Southeast And Southwest Areas Pension Plan | Agreements Expiring in 2020 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 10.00% | ||
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 2017 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 46.00% | ||
Retail Wholesale Department Store International Union And Industry Pension Fund | Agreements Expiring in 2018 | |||
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 2019 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 1.00% | ||
Retail Wholesale Department Store International Union And Industry Pension Fund | Agreements Expiring in 2020 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 3.00% | ||
Dairy Industry Union Pension Plan For Philadelphia Vicinity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Collective bargaining agreements | 5 | ||
Estimated funding ratio percentage | 79.56% | 80.80% | |
Dairy Industry Union Pension Plan For Philadelphia Vicinity | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of agreements representing total employee participants | 60.00% |
Employee Retirement and Prof102
Employee Retirement and Profit Sharing Plans - Schedule of Information Regarding Contribution in Multiemployer Pension Plans (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | $ 30,073 | $ 29,930 | $ 28,933 |
Western Conference of Teamsters Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 916,145,047 | ||
Pension Plan Number | 1 | ||
Central States Southeast And Southwest Areas Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 366,044,243 | ||
Pension Plan Number | 1 | ||
Retail Wholesale Department Store International Union And Industry Pension Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 630,708,442 | ||
Pension Plan Number | 1 | ||
Dairy Industry Union Pension Plan For Philadelphia Vicinity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 236,283,288 | ||
Pension Plan Number | 1 | ||
Dean Foods Company | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | $ 30,100 | 29,900 | 28,900 |
Dean Foods Company | Western Conference of Teamsters Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 916,145,047 | ||
Pension Plan Number | 1 | ||
Total contribution | $ 13,800 | 12,800 | 12,900 |
Surcharge Imposed | No | ||
Dean Foods Company | Central States Southeast And Southwest Areas Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Identification Number | 366,044,243 | ||
Pension Plan Number | 1 | ||
Total contribution | $ 8,600 | 9,300 | 11,900 |
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 | 630,708,442 | ||
Pension Plan Number | 1 | ||
Total contribution | $ 1,800 | 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 | 236,283,288 | ||
Pension Plan Number | 1 | ||
Total contribution | $ 1,900 | 2,100 | 2,000 |
Surcharge Imposed | No | ||
Dean Foods Company | All Other Multiemployer Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | $ 4,000 | $ 4,400 | $ 800 |
Postretirement Benefits Othe103
Postretirement Benefits Other Than Pensions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | $ 2,100 | $ 3,000 |
Unrecognized prior service costs, net of tax | 1,300 | 1,800 |
Unrecognized actuarial losses, before tax | 141,500 | 136,700 |
Unrecognized actuarial losses, net of tax | 87,400 | 84,100 |
Prior service costs expected to be recognized next fiscal year | 700 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 400 | |
Actuarial losses expected to be recognized next fiscal year | (10,400) | |
Actuarial losses expected to be recognized next fiscal year, net of tax | (6,400) | |
Accrued postretirement liability, current | 2,100 | |
Employer expected contribution in 2016 | 2,100 | |
Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | 494 | 586 |
Unrecognized prior service costs, net of tax | 305 | 360 |
Unrecognized actuarial losses, before tax | 6,700 | 5,100 |
Unrecognized actuarial losses, net of tax | 4,100 | 3,100 |
Prior service costs expected to be recognized next fiscal year | 92 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 57 | |
Actuarial losses expected to be recognized next fiscal year | 457 | |
Actuarial losses expected to be recognized next fiscal year, net of tax | 283 | |
Unfunded portion of the liability | $ 30,122 | $ 32,132 |
Postretirement Benefits Othe104
Postretirement Benefits Other Than Pensions - Funded Status of Plans (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $ 282,183 | $ 278,915 |
Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligation at beginning of year | 32,132 | 39,126 |
Service cost | 640 | 821 |
Interest cost | 1,085 | 1,455 |
Employee contributions | 338 | 389 |
Actuarial (gain) loss | (1,916) | (8,048) |
Benefits paid | (2,157) | (1,611) |
Benefit obligation at end of year | 30,122 | 32,132 |
Fair value of plan assets at end of year | 0 | 0 |
Funded status | $ (30,122) | $ (32,132) |
Postretirement Benefits Othe105
Postretirement Benefits Other Than Pensions - Summary of Assumptions Used to Determine Benefit Obligations (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Benefit Obligation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Healthcare cost trend rate assumed for next year | 7.00% | 7.27% | |
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) | 4.50% | 4.50% | |
Year of ultimate rate achievement | 2,038 | 2,038 | |
Weighted average discount rate | 3.97% | 4.27% | |
Net Periodic Benefit Cost | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Healthcare cost trend rate assumed for next year | 7.27% | 7.70% | 7.90% |
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 | 2,038 | 2,029 | 2,029 |
Weighted average discount rate | 4.27% | 3.85% | 4.64% |
Effective rate for interest on benefit obligations | 3.52% | 3.85% | 4.64% |
Effective discount rate for service cost | 4.68% | 3.85% | 4.64% |
Effective rate for interest on service cost | 4.37% | 3.85% | 4.64% |
Postretirement Benefits Othe106
Postretirement Benefits Other Than Pensions - Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | $ 6,805 | $ 6,594 | $ 4,729 |
Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service and interest cost | 1,725 | 2,276 | 2,487 |
Prior service cost | 92 | 92 | 65 |
Unrecognized net (gain) loss | (245) | 63 | 75 |
Other | 0 | 0 | 98 |
Net periodic benefit cost | $ 1,572 | $ 2,431 | $ 2,725 |
Postretirement Benefits Othe107
Postretirement Benefits Other Than Pensions - Effects of One Percent Change in Assumed Health Care Cost Trend Rates (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Effect on total of service and interest cost components, 1-Percentage-Point Increase | $ 228 |
Effect on total of service and interest cost components, 1-Percentage-Point Decrease | (189) |
Effect on postretirement obligation, 1-Percentage-Point Increase | 2,999 |
Effect on postretirement obligation, 1-Percentage-Point Decrease | $ (2,651) |
Postretirement Benefits Othe108
Postretirement Benefits Other Than Pensions - Estimated Post retirement Health Care Plan Benefit Payments (Detail) - Postretirement Benefits $ in Millions | Dec. 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 2.1 |
2,018 | 2.1 |
2,019 | 2.3 |
2,020 | 2.3 |
2,021 | 2.3 |
Next five years | $ 11.4 |
Asset Impairment Charges and109
Asset Impairment Charges and Facility Closing and Reorganization Costs - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | ||
Impairments of plant, property and equipment | $ 0 | $ 0 |
Asset Impairment Charges and110
Asset Impairment Charges and Facility Closing and Reorganization Costs - Approved Plans and Related Charges (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 8,719 | $ 19,844 | $ 4,460 |
Closure of facilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Closure of facilities | 8,719 | $ 19,844 | $ 4,460 |
Charges incurred to date | 73,800 | ||
Expected costs | $ 5,200 |
Asset Impairment Charges and111
Asset Impairment Charges and Facility Closing and Reorganization Costs - Facility Closing and Reorganization Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | $ 8,719 | $ 19,844 | $ 4,460 |
Restructuring Charges, Cash | |||
Restructuring Reserve [Roll Forward] | |||
Accrued Charges, Beginning Balance | 10,762 | 8,138 | |
Charges and Adjustments | 4,684 | 12,499 | |
Payments | (7,904) | (9,875) | |
Accrued Charges, Ending balance | 7,542 | 10,762 | 8,138 |
Restructuring Charges, Cash | Workforce Reduction Costs | |||
Restructuring Reserve [Roll Forward] | |||
Accrued Charges, Beginning Balance | 5,476 | 1,283 | |
Charges and Adjustments | 409 | 8,803 | |
Payments | (2,275) | (4,610) | |
Accrued Charges, Ending balance | 3,610 | 5,476 | 1,283 |
Restructuring Charges, Cash | Shutdown Costs | |||
Restructuring Reserve [Roll Forward] | |||
Accrued Charges, Beginning Balance | 0 | 0 | |
Charges and Adjustments | 3,043 | 2,506 | |
Payments | (3,043) | (2,506) | |
Accrued Charges, Ending balance | 0 | 0 | 0 |
Restructuring Charges, Cash | Lease Obligations After Shutdown | |||
Restructuring Reserve [Roll Forward] | |||
Accrued Charges, Beginning Balance | 5,286 | 6,855 | |
Charges and Adjustments | 350 | 149 | |
Payments | (1,704) | (1,718) | |
Accrued Charges, Ending balance | 3,932 | 5,286 | 6,855 |
Restructuring Charges, Cash | Restructuring Charges, Other | |||
Restructuring Reserve [Roll Forward] | |||
Accrued Charges, Beginning Balance | 0 | 0 | |
Charges and Adjustments | 882 | 1,041 | |
Payments | (882) | (1,041) | |
Accrued Charges, Ending balance | 0 | 0 | $ 0 |
Restructuring Charges, Noncash Charges | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | 4,035 | 7,345 | |
Restructuring Charges, Noncash Charges | Restructuring Charges, Other | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | 19 | 303 | |
Restructuring Charges, Noncash Charges | Write-Down of Assets | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | 7,979 | 10,531 | |
Restructuring Charges, Noncash Charges | (Gain)/Loss on sale of related assets | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | $ 3,963 | $ (3,489) |
Supplemental Cash Flow Infor112
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for interest and financing charges, net of capitalized interest | $ 60,580 | $ 49,593 | $ 52,122 |
Net cash paid (received) for taxes | 50,630 | (29,157) | (31,469) |
Non-cash additions to property, plant and equipment, including capital leases | $ 4,748 | $ 10,129 | $ 7,455 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 21, 2001 | |
Commitments and Contingencies [Line Items] | |||||
Accrued liabilities related to retained risks | $ 154,300,000 | $ 163,900,000 | |||
Rent expenses | $ 127,300,000 | $ 125,500,000 | $ 118,900,000 | ||
Minimum | |||||
Commitments and Contingencies [Line Items] | |||||
Lease term | 1 year | ||||
Maximum | |||||
Commitments and Contingencies [Line Items] | |||||
Lease term | 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 | ||||
DFA | |||||
Commitments and Contingencies [Line Items] | |||||
Acquired interest percentage | 33.80% | ||||
Tennessee Retailer and Indirect Purchaser Actions | |||||
Commitments and Contingencies [Line Items] | |||||
Loss Contingency, Damages Sought, Value | $ 57,000,000 |
Commitments and Contingencie114
Commitments and Contingencies - Capital Leased Assets (Detail) - Machinery and Equipment - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Machinery and equipment | $ 5,832 | $ 7,514 |
Less accumulated depreciation | (1,852) | (2,302) |
Total capital leases | $ 3,980 | $ 5,212 |
Commitments and Contingencie115
Commitments and Contingencies - Future Minimum Payments under Non-Cancelable Operating Leases and Capital Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Capital Leases | |
2,017 | $ 1,219 |
2,018 | 1,430 |
2,019 | 1,219 |
2,020 | 398 |
2,021 | 0 |
Thereafter | 0 |
Total minimum lease payments | 4,266 |
Less amount representing interest | (286) |
Present value of capital lease obligations | 3,980 |
Operating Leases | |
2,017 | 82,451 |
2,018 | 74,302 |
2,019 | 63,053 |
2,020 | 46,583 |
2,021 | 31,048 |
Thereafter | 61,259 |
Total minimum lease payments | $ 358,696 |
Segment, Geographic and Cust116
Segment, Geographic and Customer Information - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016SegmentFacility | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Number of manufacturing facilities | Facility | 66 | ||
Number of reportable segments | Segment | 1 | ||
Sales | Largest Customer | |||
Segment Reporting Information [Line Items] | |||
Percentage of sales | 16.70% | 16.40% | 16.40% |
Sales | Foreign Operations | |||
Segment Reporting Information [Line Items] | |||
Percentage of sales | 1.00% | 1.00% | 1.00% |
Segment, Geographic and Cust117
Segment, Geographic and Customer Information - Net Revenue from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $ 2,018,009 | $ 1,964,601 | $ 1,848,788 | $ 1,878,828 | $ 2,022,500 | $ 2,033,693 | $ 2,014,706 | $ 2,050,762 | $ 7,710,226 | $ 8,121,661 | $ 9,503,196 |
Fluid milk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 5,339,000 | 5,728,000 | 6,984,000 | ||||||||
Ice cream | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 1,041,000 | 965,000 | 986,000 | ||||||||
Fresh cream | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 359,000 | 358,000 | 373,000 | ||||||||
ESL and other diary products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 231,000 | 250,000 | 283,000 | ||||||||
Cultured | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 299,000 | 319,000 | 370,000 | ||||||||
Other beverages | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 308,000 | 343,000 | 379,000 | ||||||||
Other | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $ 133,000 | $ 159,000 | $ 128,000 |
Segment, Geographic and Cust118
Segment, Geographic and Customer Information - Segment Profit or Loss Other Than Depreciation and Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating income: | |||
Dean Foods | $ 272,387 | $ 223,115 | $ 26,777 |
Facility closing and reorganization costs, net | (8,719) | (19,844) | (4,460) |
Litigation settlements | 0 | 0 | 2,521 |
Impairment of intangible and long-lived assets | 0 | (109,910) | (20,820) |
Other operating income | 0 | 0 | 4,535 |
Operating income | 263,668 | 93,361 | 8,553 |
Other (income) expense: | |||
Interest expense | 66,795 | 66,813 | 61,019 |
Loss on early retirement of long-term debt | 0 | 43,609 | 1,437 |
Other income, net | (5,778) | (3,751) | (1,620) |
Income (loss) from continuing operations before income taxes | $ 202,651 | $ (13,310) | $ (52,283) |
Quarterly Results of Operati119
Quarterly Results of Operations (unaudited) - Summary of Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 2,018,009 | $ 1,964,601 | $ 1,848,788 | $ 1,878,828 | $ 2,022,500 | $ 2,033,693 | $ 2,014,706 | $ 2,050,762 | $ 7,710,226 | $ 8,121,661 | $ 9,503,196 |
Gross profit | 501,420 | 488,775 | 493,253 | 504,068 | 508,471 | 491,988 | 495,641 | 478,309 | 1,987,516 | 1,974,409 | 1,673,463 |
Income (loss) from continuing operations | 33,519 | 14,526 | 33,371 | 39,201 | 18,818 | 20,233 | 26,519 | (73,651) | 120,617 | (8,081) | (20,187) |
Net income (loss) | $ 32,831 | $ 14,526 | $ 33,371 | $ 39,201 | $ 18,480 | $ 20,233 | $ 26,519 | $ (73,740) | $ 119,929 | $ (8,508) | $ (20,296) |
Basic (in dollars per share) | $ 0.37 | $ 0.16 | $ 0.37 | $ 0.43 | $ 0.20 | $ 0.22 | $ 0.28 | $ (0.78) | $ 1.32 | $ (0.09) | $ (0.22) |
Diluted (in dollars per share) | $ 0.37 | $ 0.16 | $ 0.36 | $ 0.43 | $ 0.20 | $ 0.22 | $ 0.28 | $ (0.78) | $ 1.31 | $ (0.09) | $ (0.22) |
Quarterly Results of Operati120
Quarterly Results of Operations (unaudited) - Summary of Quarterly Results of Operations Footnotes (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Line Items] | |||||||||||
Facility closing and reorganization costs, net of tax | $ (200,000) | $ 5,700,000 | $ (900,000) | $ 700,000 | $ 6,400,000 | $ 1,700,000 | $ 3,300,000 | $ 800,000 | |||
Separation charge | $ 10,100,000 | ||||||||||
Impairments of plant, property and equipment | $ 0 | $ 0 | |||||||||
Loss on early retirement of long-term debt | $ 0 | $ 43,609,000 | $ 1,437,000 | ||||||||
Seniors Notes Due 2018 and Senior Notes Due 2016 | |||||||||||
Quarterly Financial Data [Line Items] | |||||||||||
Loss on early retirement of long-term debt | 23,500,000 | ||||||||||
WhiteWave Foods | |||||||||||
Quarterly Financial Data [Line Items] | |||||||||||
Impairments of plant, property and equipment | $ 68,700,000 |
Schedule II Valuation and Qu121
Schedule II Valuation and Qualifying Accounts - Valuation And Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 13,960 | $ 14,850 | $ 12,083 |
Charged to (Reduction in) Costs and Expenses | (1,515) | 3,987 | 5,045 |
Other | 386 | (2,155) | 0 |
Deductions | (7,713) | (2,722) | (2,278) |
Balance at End of Period | 5,118 | 13,960 | 14,850 |
Valuation Allowance of Deferred Tax Assets | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 10,968 | 13,177 | 8,733 |
Charged to (Reduction in) Costs and Expenses | 1,080 | (2,209) | 4,444 |
Other | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ 12,048 | $ 10,968 | $ 13,177 |