Supplemental Guarantor Financial Information

In September of 2014, we issued debt securities that are guaranteed by certain of our 100% owned subsidiaries. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, the following condensed consolidating financial statements present the balance sheets as of June 30, 2015 and December 31, 2014 and the statements of comprehensive income for the three and six months ended June 30, 2015 and 2014 and cash flows for each of the six months ended June 30, 2015 and 2014 for The WhiteWave Foods Company (referred to as “Parent” for the purpose of this note only), the combined guarantor subsidiaries, the combined non-guarantor subsidiaries and elimination adjustments necessary to arrive at the information for the Parent, guarantor subsidiaries and non-guarantor subsidiaries on a consolidated basis. Investments in subsidiaries are accounted for using the equity method for this presentation. All guarantors of our debt securities are also guarantors for our senior secured credit facilities. The guarantee is full and unconditional and joint and several. Our senior secured credit facilities are secured by security interest and liens on substantially all of our assets and the assets of our domestic subsidiaries and is presented in the Parent column of the accompanying condensed consolidating balance sheets as of June 30, 2015 and December 31, 2014.

Condensed Consolidating Balance Sheets



	June 30, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	2,013	$	25,395	$	—		$	27,408
Trade receivables, net of allowance	1,633		139,989		73,021		—			214,643
Inventories	—		219,164		38,997		—			258,161
Deferred income taxes	11,418		8,871		2,146		—			22,435
Income tax receivable	34,472		—		30		—			34,502
Prepaid expenses and other current assets	1,295		13,436		13,007		—			27,738
Intercompany receivables	1,086,156		472,824		—		(1,558,980		)	—
Total current assets	1,134,974		856,297		152,596		(1,558,980		)	584,887
Investment in equity method investments	3,361		—		33,677		—			37,038
Investment in consolidated subsidiaries	2,026,674		422,118		—		(2,448,792		)	—
Property, plant, and equipment, net	7,202		846,162		204,264		—			1,057,628
Deferred income taxes	20,230		—		—		(20,230		)	—
Identifiable intangible and other assets, net	32,101		616,751		88,418		—			737,270
Goodwill	—		928,280		140,260		—			1,068,540
Total Assets	$	3,224,542	$	3,669,608	$	619,215	$	(4,028,002	)	$	3,485,363

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	42,120	$	309,406	$	116,882	$	—		$	468,408
Current portion of debt and capital lease obligations	20,000		1,194		—		—			21,194
Income tax payable	—		—		1,792		—			1,792
Intercompany payables	473,356		1,065,383		20,241		(1,558,980		)	—
Total current liabilities	535,476		1,375,983		138,915		(1,558,980		)	491,394
Long-term debt and capital lease obligations	1,513,245		20,202		—		—			1,533,447
Deferred income taxes	—		244,876		47,695		(20,230		)	272,341
Other long-term liabilities	27,783		1,873		10,487		—			40,143
Total liabilities	2,076,504		1,642,934		197,097		(1,579,210		)	2,337,325
Total shareholders' equity	1,148,038		2,026,674		422,118		(2,448,792		)	1,148,038
Total Liabilities and Shareholders' Equity	$	3,224,542	$	3,669,608	$	619,215	$	(4,028,002	)	$	3,485,363

Condensed Consolidating Balance Sheets



	December 31, 2014
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	524	$	49,716	$	—		$	50,240
Trade receivables, net of allowance	317		134,352		58,023		—			192,692
Inventories	—		182,770		32,899		—			215,669
Deferred income taxes	12,305		15,742		2,216		—			30,263
Income tax receivable	13,382		—		1,073		—			14,455
Prepaid expenses and other current assets	4,632		18,318		12,918		—			35,868
Intercompany receivables	1,087,095		504,442		—		(1,591,537		)	—
Total current assets	1,117,731		856,148		156,845		(1,591,537		)	539,187
Investment in equity method investments	—		3,000		40,160		—			43,160
Investment in consolidated subsidiaries	1,968,899		438,832		—		(2,407,731		)	—
Property, plant, and equipment, net	7,953		795,696		189,558		—			993,207
Deferred income taxes	20,835		—		—		(20,835		)	—
Identifiable intangible and other assets, net	31,803		600,592		96,616		—			729,011
Goodwill	—		916,482		151,794		—			1,068,276
Total Assets	$	3,147,221	$	3,610,750	$	634,973	$	(4,020,103	)	$	3,372,841

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	41,478	$	319,247	$	109,039	$	—		$	469,764
Current portion of debt and capital lease obligations	20,000		1,158		—		—			21,158
Income taxes payable	—		—		496		—			496
Intercompany payables	504,442		1,062,081		25,014		(1,591,537		)	—
Total current liabilities	565,920		1,382,486		134,549		(1,591,537		)	491,418
Long-term debt and capital lease obligations	1,475,000		20,822		—		—			1,495,822
Deferred income taxes	—		236,983		50,862		(20,835		)	267,010
Other long-term liabilities	29,814		1,560		10,730		—			42,104
Total liabilities	2,070,734		1,641,851		196,141		(1,612,372		)	2,296,354
Total shareholders' equity	1,076,487		1,968,899		438,832		(2,407,731		)	1,076,487
Total Liabilities and Shareholders' Equity	$	3,147,221	$	3,610,750	$	634,973	$	(4,020,103	)	$	3,372,841

Condensed Consolidating Statements of Comprehensive Income



	Three months ended June 30, 2015
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	791,015	$	132,617	$	—		$	923,632
Cost of goods sold	—			523,639		73,835		—			597,474
Gross profit	—			267,376		58,782		—			326,158
Operating expenses:
Selling, distribution, and marketing	—			144,343		29,968		—			174,311
General and administrative	26,131			33,889		14,825		—			74,845
Total operating expenses	26,131			178,232		44,793		—			249,156
Operating (loss) income	(26,131		)	89,144		13,989		—			77,002
Other expense (income):
Interest expense	13,522			326		85		—			13,933
Other expense (income), net	(46,504		)	43,351		4,141		—			988
Total other expense (income)	(32,982		)	43,677		4,226		—			14,921
Income before income taxes and equity in earnings of subsidiaries	6,851			45,467		9,763		—			62,081
Income tax expense	3,534			16,593		2,087		—			22,214
Income before loss in equity method investments and equity in earnings of subsidiaries	3,317			28,874		7,676		—			39,867
Loss in equity method investments	205			—		2,218		—			2,423
Equity in earnings of consolidated subsidiaries	34,332			5,458		—		(39,790		)	—
Net income	37,444			34,332		5,458		(39,790		)	37,444
Other comprehensive income, net of tax	15,920			15,920		16,317		(32,237		)	15,920
Comprehensive income	$	53,364		$	50,252	$	21,775	$	(72,027	)	$	53,364

Condensed Consolidating Statements of Comprehensive Income (Loss)



	Six months ended June 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	1,571,389		$	263,384		$	—		$	1,834,773
Cost of goods sold	—			1,051,644			148,397			—			1,200,041
Gross profit	—			519,745			114,987			—			634,732
Operating expenses:
Selling, distribution, and marketing	—			282,053			60,019			—			342,072
General and administrative	50,317			66,841			28,431			—			145,589
Total operating expenses	50,317			348,894			88,450			—			487,661
Operating income	(50,317		)	170,851			26,537			—			147,071
Other expense (income):
Interest expense	21,859			589			152			—			22,600
Other expense (income), net	(77,018		)	77,664			4,141			—			4,787
Total other expense (income)	(55,159		)	78,253			4,293			—			27,387
Income before income taxes and equity in earnings of subsidiaries	4,842			92,598			22,244			—			119,684
Income tax expense	3,461			33,957			4,978			—			42,396
Income before loss in equity method investments and equity in earnings of subsidiaries	1,381			58,641			17,266			—			77,288
Loss in equity method investments	339			—			6,158			—			6,497
Equity in earnings of consolidated subsidiaries	69,749			11,108			—			(80,857		)	—
Net income	70,791			69,749			11,108			(80,857		)	70,791
Other comprehensive income (loss), net of tax	(27,023		)	(27,023		)	(27,005		)	54,028			(27,023		)
Comprehensive income (loss)	$	43,768		$	42,726		$	(15,897	)	$	(26,829	)	$	43,768

Condensed Consolidating Statement of Comprehensive Income



	Three months ended June 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	709,521		$	128,405		$	—		$	837,926
Cost of goods sold	—			479,801			72,865			—			552,666
Gross profit	—			229,720			55,540			—			285,260
Operating expenses:
Selling, distribution, and marketing	—			127,968			28,942			—			156,910
General and administrative	20,395			27,754			13,481			—			61,630
Asset disposal and exit costs	—			(55		)	—			—			(55		)
Total operating expenses	20,395			155,667			42,423			—			218,485
Operating income (loss)	(20,395		)	74,053			13,117			—			66,775
Other expense (income):
Interest expense	7,152			310			50			—			7,512
Other expense (income), net	(26,924		)	30,479			(7		)	—			3,548
Total other expense (income)	(19,772		)	30,789			43			—			11,060
Income (loss) before income taxes	(623		)	43,264			13,074			—			55,715
Income tax expense	739			16,663			3,364			—			20,766
(Loss) income before loss in equity method investments and equity in earnings of subsidiaries	(1,362		)	26,601			9,710			—			34,949
Loss in equity method investments	—			—			(542		)	—			(542		)
Equity in earnings of consolidated subsidiaries	35,769			9,168			—			(44,937		)	—
Net income	34,407			35,769			9,168			(44,937		)	34,407
Other comprehensive loss, net of tax	(454		)	(454		)	(445		)	899			(454		)
Comprehensive income	$	33,953		$	35,315		$	8,723		$	(44,038	)	$	33,953

Condensed Consolidating Statement of Comprehensive Income (Loss)



	Six months ended June 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	1,414,122		$	254,027		$	—		$	1,668,149
Cost of goods sold	—			962,897			146,778			—			1,109,675
Gross profit	—			451,225			107,249			—			558,474
Operating expenses:
Selling, distribution, and marketing	—			246,097			58,204			—			304,301
General and administrative	50,470			57,204			26,242			—			133,916
Asset disposal and exit costs	—			(703		)	—			—			(703		)
Total operating expenses	50,470			302,598			84,446			—			437,514
Operating income (loss)	(50,470		)	148,627			22,803			—			120,960
Other expense (income):
Interest expense	12,517			630			87			—			13,234
Other expense (income), net	(59,777		)	64,133			—			—			4,356
Total other expense (income)	(47,260		)	64,763			87			—			17,590
Income (loss) before income taxes	(3,210		)	83,864			22,716			—			103,370
Income tax expense	1,111			29,905			5,045			—			36,061
(Loss) income before loss in equity method investments and equity in earnings of subsidiaries	(4,321		)	53,959			17,671			—			67,309
Loss in equity method investments	—			—			(542		)	—			(542		)
Equity in earnings of consolidated subsidiaries	71,088			17,129			—			(88,217		)	—
Net income	66,767			71,088			17,129			(88,217		)	66,767
Other comprehensive income, net of tax	271			271			789			(1,060		)	271
Comprehensive income	$	67,038		$	71,359		$	17,918		$	(89,277	)	$	67,038

Condensed Consolidating Statements of Cash Flows



			Six months ended June 30, 2015
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by operating activities	$	3,939		$	88,970		$	13,954		$	—		$	106,863
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in unconsolidated entity		(701		)	—			—			—			(701		)
	Payments for acquisition, net of cash acquired of $1,530		—			(38,672		)	—			—			(38,672		)
	Proceeds from acquisition adjustments		—			346			—			—			346
	Payments for property, plant, and equipment		(586		)	(103,158		)	(36,893		)	—			(140,637		)
	Intercompany contributions		(48,196		)	—			(4,772		)	52,968			—
	Proceeds from sale of fixed assets		—			1,619			7,261			—			8,880
		Net cash used in investing activities	(49,483		)	(139,865		)	(34,404		)	52,968			(170,784		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			52,968			—			(52,968		)	—
	Repayment of debt		(10,000		)	—			—			—			(10,000		)
	Payments on capital lease obligations		—			(584		)	—			—			(584		)
	Proceeds from revolver line of credit		270,345			—			—			—			270,345
	Payments for revolver line of credit		(222,100		)	—			—			—			(222,100		)
	Proceeds from exercise of stock options		3,558			—			—			—			3,558
	Minimum tax withholding paid on behalf of employees for restricted stock units		(7,565		)	—			—			—			(7,565		)
	Excess tax benefit from share-based compensation		11,345			—			—			—			11,345
	Payment of deferred financing costs		(39		)	—			—			—			(39		)
		Net cash provided by (used in) financing activities	45,544			52,384			—			(52,968		)	44,960
		Effect of exchange rate changes on cash and cash equivalents	—			—			(3,871		)	—			(3,871		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			—			1,489			(24,321		)	—			(22,832		)
Cash and cash equivalents, beginning of period			—			524			49,716			—			50,240
Cash and cash equivalents, end of period			$	—		$	2,013		$	25,395		$	—		$	27,408

Condensed Consolidating Statements of Cash Flows



			Six months ended June 30, 2014
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by (used in) operating activities	$	(18,531	)	$	106,768		$	29,512		$	—		$	117,749
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in equity method investment		—			—			(47,285		)	—			(47,285		)
	Payments for acquisition, net of cash acquired of $5,638		—			(603,373		)	—			—			(603,373		)
	Payments for property, plant, and equipment		(40,350		)	(80,205		)	(19,295		)	—			(139,850		)
	Intercompany contributions		(578,517		)	—			—			578,517			—
	Proceeds from sale of fixed assets		—			122			—			—			122
		Net cash provided by (used in) investing activities	(618,867		)	(683,456		)	(66,580		)	578,517			(790,386		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			577,129			1,388			(578,517		)	—
	Proceeds from the issuance of debt		500,000			—			—			—			500,000
	Repayment of debt		(10,000		)	—			—			—			(10,000		)
	Payments on capital lease obligations		—			(508		)	—			—			(508		)
	Proceeds from revolver line of credit		489,850			—			—			—			489,850
	Payments for revolver line of credit		(340,060		)	—			—			—			(340,060		)
	Proceeds from exercise of stock options		1,281			—			—			—			1,281
	Minimum tax withholding paid on behalf of employees for restricted stock units		(3,491		)	—			—			—			(3,491		)
	Excess tax benefit from share-based compensation		3,196			—			—			—			3,196
	Payment of deferred financing costs		(3,378		)	—			—			—			(3,378		)
		Net cash provided by (used in) financing activities	637,398			576,621			1,388			(578,517		)	636,890
		Effect of exchange rate changes on cash and cash equivalents	—			—			595			—			595
DECREASE IN CASH AND CASH EQUIVALENTS			—			(67		)	(35,085		)	—			(35,152		)
Cash and cash equivalents, beginning of period			—			673			100,432			—			101,105
Cash and cash equivalents, end of period			$	—		$	606		$	65,347		$	—		$	65,953