10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _______________________________

Form 10-Q

 _______________________________

(Mark One)

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2016

or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from to

Commission File Number 001-35708

  _______________________________

The WhiteWave Foods Company

(Exact name of the registrant as specified in its charter)

 _______________________________

Delaware	46-0631061
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

1225 Seventeenth Street, Suite 1000

Denver, Colorado 80202

(303) 635-4500

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

  _______________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)    Yes  ¨    No  ý

As of October 31, 2016, there were 177,228,763 outstanding shares of common stock, par value $0.01 per share.

Table of Contents

		Page
Part I — Financial Information
Item 1	— Condensed Consolidated Financial Statements (Unaudited)	1
Item 2	— Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3	— Quantitative and Qualitative Disclosures About Market Risk	49
Item 4	— Controls and Procedures	49
Part II — Other Information
Item 1	— Legal Proceedings	49
Item 1A	— Risk Factors	50
Item 2C	— Issuer Purchase of Equity Securities	50
Item 6	— Exhibits	51
Signatures		52

ii

Part I — Financial Information

Item 1. Condensed Consolidated Financial Statements (Unaudited)

The WhiteWave Foods Company

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2016			December 31, 2015
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	52,490		$	38,610
Trade receivables, net of allowance of $1,861 and $2,127	284,239			257,548
Inventories	296,083			270,737
Prepaid expenses and other current assets	68,777			39,782
Total current assets	701,589			606,677
Equity method investments	23,555			30,772
Property, plant, and equipment, net	1,204,169			1,137,521
Identifiable intangible and other assets, net	1,048,126			1,038,577
Goodwill	1,435,272			1,415,322
Total Assets	$	4,412,711		$	4,228,869
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	514,337		$	549,713
Current portion of debt and capital lease obligations	46,374			51,449
Income taxes payable	5,198			3,043
Total current liabilities	565,909			604,205
Long-term debt and capital lease obligations, net of debt issuance costs	2,077,216			2,078,940
Deferred income taxes	303,596			293,326
Other long-term liabilities	49,631			41,490
Total liabilities	2,996,352			3,017,961
Commitments and Contingencies (Note 12)
Shareholders’ equity:
Preferred stock, $0.01 par value; 170,000,000 shares authorized, no shares issued and outstanding at September 30, 2016 and December 31, 2015	—			—
Common stock, $0.01 par value; 1,700,000,000 shares authorized, 177,222,669 issued and outstanding at September 30, 2016; 176,246,199 issued and outstanding at December 31, 2015	1,772			1,762
Additional paid-in capital	943,833			914,975
Retained earnings	578,111			425,705
Accumulated other comprehensive loss	(107,357		)	(131,534		)
Total shareholders’ equity	1,416,359			1,210,908
Total Liabilities and Shareholders’ Equity	$	4,412,711		$	4,228,869

See notes to condensed consolidated financial statements (unaudited).

1

The WhiteWave Foods Company

Condensed Consolidated Statements of Income

(Unaudited)

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands, except share and per share amounts)
Net sales	$	1,053,598	$	1,003,888	$	3,142,941	$	2,838,661
Cost of sales	672,479		652,757		2,037,647		1,852,797
Gross profit	381,119		351,131		1,105,294		985,864
Operating expenses:
Selling, distribution and marketing	188,909		187,784		563,218		529,856
General and administrative	82,883		70,235		248,084		215,824
Total operating expenses	271,792		258,019		811,302		745,680
Operating income	109,327		93,112		293,992		240,184
Other expense:
Interest expense	18,655		15,979		50,772		38,580
Other expense, net	940		2,549		4,668		7,337
Total other expense	19,595		18,528		55,440		45,917
Income before income taxes	89,732		74,584		238,552		194,267
Income tax expense	29,194		21,831		79,290		64,227
Income before loss in equity method investments	60,538		52,753		159,262		130,040
Loss in equity method investments	2,501		2,731		6,856		9,227
Net income	$	58,037	$	50,022	$	152,406	$	120,813
Weighted average common shares:
Basic	177,185,368		175,846,533		176,902,352		175,290,113
Diluted	181,511,335		180,444,521		180,952,569		180,006,702
Net income per share:
Basic	$	0.33	$	0.28	$	0.86	$	0.69
Diluted	$	0.32	$	0.28	$	0.84	$	0.67

See notes to condensed consolidated financial statements (unaudited).

2

The WhiteWave Foods Company

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
	(In thousands)
Net income	$	58,037		$	50,022		$	152,406		$	120,813
Other comprehensive income (loss), net of tax
Change in defined benefit pension plan, net of tax benefit/(expense) of $5, $4, $13 and ($78)	(9		)	(7		)	(26		)	155
Foreign currency translation adjustment	488			(13,305		)	25,191			(40,553		)
Change in fair value of derivative instruments, net of tax benefit of $56, $292, $4 and $259	166			(1,509		)	(988		)	(1,446		)
Other comprehensive income (loss), net of tax	645			(14,821		)	24,177			(41,844		)
Comprehensive income	$	58,682		$	35,201		$	176,583		$	78,969

See notes to condensed consolidated financial statements (unaudited).

3

The WhiteWave Foods Company

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

	Common Stock
	Shares	Amount		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Equity
	(In thousands, except share data)
Balance at December 31, 2015	176,246,199	$	1,762	$	914,975		$	425,705	$	(131,534	)	$	1,210,908
Net income	—	—		—			152,406		—			152,406
Share-based compensation	—	—		24,780			—		—			24,780
Excess tax benefit from share-based compensation	—	—		7,592			—		—			7,592
Shares issued in connection with share-based compensation	976,470	10		9,369			—		—			9,379
Minimum tax withholdings related to net share settlements of share-based compensation	—	—		(12,883		)	—		—			(12,883		)
Other comprehensive income	—	—		—			—		24,177			24,177
Balance at September 30, 2016	177,222,669	$	1,772	$	943,833		$	578,111	$	(107,357	)	$	1,416,359

See notes to condensed consolidated financial statements (unaudited).

4

The WhiteWave Foods Company

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

	Common Stock
	Shares	Amount		Additional Paid- In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Equity
	(In thousands, except share data)
Balance at December 31, 2014	174,388,132	$	1,744	$	878,549		$	257,312	$	(61,118	)	$	1,076,487
Net income	—	—		—			$	120,813	—			120,813
Share-based compensation	—	—		27,537			—		—			27,537
Excess tax benefit from share-based compensation	—	—		20,464			—		—			20,464
Shares issued in connection with share-based compensation	1,649,180	16		13,815			—		—			13,831
Minimum tax withholdings related to net share settlements of share-based compensation	—	—		(27,856		)	—		—			(27,856		)
Other comprehensive loss	—	—		—			—		(41,844		)	(41,844		)
Balance at September 30, 2015	176,037,312	$	1,760	$	912,509		$	378,125	$	(102,962	)	$	1,189,432

See notes to condensed consolidated financial statements (unaudited).

5

The WhiteWave Foods Company

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended September 30,
	2016			2015
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	152,406		$	120,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	103,407			86,675
Share-based compensation expense	24,780			27,537
Amortization of debt issuance costs	3,223			3,067
Loss (gain) on fixed asset disposals	6,515			(1,978		)
Deferred income taxes	5,620			(11,752		)
Unrealized (gain) loss on derivative instruments	(5,836		)	6,053
Loss in equity method investments	6,856			9,227
Gain on Earthbound settlement	—			(4,200		)
Other	(1,314		)	(1,235		)
Net change in operating assets and liabilities, net of acquisitions	(88,668		)	(65,162		)
Net cash provided by operating activities	206,989			169,045
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments	—			(701		)
Payments for acquisitions, net of cash acquired of $833 and $8,521	(17,373		)	(707,605		)
Proceeds from acquisition adjustments	—			346
Payments for property, plant, and equipment	(167,726		)	(196,896		)
Proceeds from sale of fixed assets	259			8,931
Net cash used in investing activities	(184,840		)	(895,925		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt	(33,750		)	(15,000		)
Payments on capital lease obligations	(872		)	(875		)
Proceeds from revolver line of credit	651,942			1,141,068
Payments on revolver line of credit	(627,080		)	(434,219		)
Proceeds from exercise of stock options	9,369			13,815
Minimum tax withholding paid on behalf of employees for share-based compensation	(12,883		)	(27,856		)
Excess tax benefit from share-based compensation	7,858			20,464
Payment of deferred financing costs	(426		)	(462		)
Net cash (used in) provided by financing activities	(5,842		)	696,935
Effect of exchange rate changes on cash and cash equivalents	(2,427		)	8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	13,880			(21,219		)
Cash and cash equivalents, beginning of period	38,610			50,240
Cash and cash equivalents, end of period	$	52,490		$	29,021
SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash activity - Accrued and unpaid purchases of plant and equipment	$	21,350		$	19,621

See notes to condensed consolidated financial statements (unaudited).

6

THE WHITEWAVE FOODS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Nine Months Ended September 30, 2016 and 2015

(Unaudited)

Unless otherwise indicated, references in these notes to the unaudited condensed consolidated financial statements to “we,” “us,” “our,” “WhiteWave,” or the “Company” refer to The WhiteWave Foods Company’s operations, taken as a whole.

1. General

Nature of Our Business — We are a leading consumer packaged food and beverage company focused on high-growth product categories that are aligned with emerging consumer trends. We manufacture, market and sell branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce. We sell products primarily in North America, Europe and through a joint venture in China. We focus on providing consumers with innovative, great-tasting food and beverage choices that meet their increasing desires for nutritious, flavorful, convenient, and responsibly-produced products. Our widely-recognized, leading brands distributed in North America include Silk, So Delicious and Vega plant-based foods and beverages, International Delight and LAND O LAKES coffee creamers and beverages, Horizon Organic and Wallaby Organic premium dairy products and Earthbound Farm organic salads, fruits and vegetables. Our popular plant-based foods and beverages brands in Europe include Alpro and Provamel.

Effective January 1, 2016, we report results of operations through two reportable segments: Americas Foods & Beverages and Europe Foods & Beverages. This reporting structure aligns with the way our Chief Operating Decision Maker ("CODM"), our CEO, monitors operating performance, allocates resources, and deploys capital. In 2015, we reported results of operations through three reportable segments: Americas Foods & Beverages, Americas Fresh Foods and Europe Foods & Beverages.  In connection with our management restructure in early 2016, we consolidated the historical Americas Foods & Beverages and Americas Fresh Foods segments into a single Americas Foods & Beverages segment. Accordingly, prior year segment data has been recast to reflect this new segment structure.

Basis of Presentation — The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the Securities and Exchange Commission ("SEC") on February 29, 2016.

As discussed in Note 16 The Proposed Merger with Danone, on July 6, 2016 the Company entered into a merger agreement with Danone S.A., a société anonyme organized under the laws of France (“Danone”), as a result of which the Company is expected to become a wholly-owned subsidiary of Danone. Since the merger has not yet been completed, none of the unaudited condensed consolidated financial statements and related disclosures in this Form 10-Q consider the potential impact of the pending merger.

In our opinion, we have made all necessary adjustments (which generally include normal recurring adjustments) in order to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to SEC rules and regulations applicable to quarterly reporting on Form 10-Q. The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Actual results could differ from these estimates. Our results of operations for the three and nine months ended September 30, 2016 and 2015 may not be indicative of our operating results for the full year. The unaudited condensed consolidated financial statements contained in this Form 10-Q should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015 contained in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recently Issued Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606, to clarify the principles used to recognize revenue for all entities. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09. In 2016, the FASB has issued the following additional guidance: i) ASU No. 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net),which provides clarification when assessing whether an entity is a principal or agent in a revenue transaction, and impacts whether an entity reports revenue on a gross or net basis, ii) ASU No. 2016-10, Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 regarding the identification of performance obligations and accounting for licenses of intellectual property, iii) ASU No. 2016-11, Rescission of SEC

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Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting, which rescinds specific SEC guidance related to revenue recognition currently codified in US GAAP as a result of the new revenue standard, and iv) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, which amends the guidance in ASU 2014-09 by providing practical expedients to simplify the transition to the new revenue standard and clarify certain aspects of the standard. The new guidance will be effective for annual and interim periods beginning on or after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. The standard includes a five step model to determine when revenue should be recognized, which is 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. The standard allows several methods of adoption including either a 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. Early adoption will be permitted as of the December 31, 2016 original effective date. We are currently evaluating the effects, if any, the adoption of this guidance will have on the Company's consolidated financial statements and the transition method that we will select to implement the new standard.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure requirements. This guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Adoption will require establishing a going concern assessment process to meet the standard. The adoption will not have an impact to the Company’s consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This ASU discusses amendments to existing accounting guidance to modify the subsequent measurement of inventory. Under existing guidance, an entity measures inventory at the lower of cost or market, with market defined as replacement cost, net realizable value ("NRV"), or NRV less a normal profit margin. An entity uses current replacement cost provided that it is not above NRV (ceiling) or below NRV less a normal profit margin (floor). Amendments in the new guidance require an entity to subsequently measure inventory at the lower of cost or net realizable value and eliminates the need to determine replacement cost and evaluate whether it is above the ceiling or below the floor. NRV is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public business entities, the ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted for all entities and should be applied prospectively. We expect that the adoption of this guidance will not have any impact on the Company's consolidated financial statements.    

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  This ASU requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  The new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the effects adoption of this guidance will have on the Company’s consolidated financial statements and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance will require companies to include excess tax benefits (deficiencies) as a component of income tax expense rather than additional paid-in capital. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The impact ASU No. 2016-09 will have on the Company’s consolidated financial statements upon adoption will mainly depend on unpredictable future events, including the timing and value realized for future share-based transactions upon exercise/vesting versus the fair value at grant date, and will create additional benefit or expense to our consolidated statements of income.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which provides changes on how companies measure and recognize credit losses on financial instruments. The new guidance will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of financial assets that are in the scope of the standard. The new standard is effective for public companies in fiscal years beginning after

8

December 31, 2019. We expect that the adoption of this guidance will not have any impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which provides clarification on the treatment of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating transition date, but we do not expect that the adoption of this guidance will have any impact on the Company's consolidated financial statements.    

2. Acquisitions

2016 Acquisitions

IPP

On June 2, 2016, the Company acquired Innovation Packaging and Process, S.A. DE C.V. ("IPP"). Founded in 2007, IPP is an aseptic beverage co-packer based in San Luis Potosi, Mexico. The Company purchased IPP for total cash consideration of $18.1 million. We funded this acquisition through cash provided from operations. Our preliminary purchase price allocation includes goodwill of $12.3 million, property, plant, and equipment of $9.1 million, intangible assets subject to amortization of $0.6 million related to customer relationships, and liabilities assumed net of working capital items of $3.9 million. Customer relationships are being amortized over a 3 year term.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their preliminary fair values. Certain estimated values for the acquisition are not yet finalized pending the final purchase price allocations, and as a result, the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized. We expect to finalize the allocation of the purchase price within one year of the acquisition.

IPP produces a wide variety of products for WhiteWave and third parties. The acquisition of IPP provides the ability to grow in Latin American markets by providing in-house manufacturing. We have included IPP's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

2015 Acquisitions

Wallaby    

On August 30, 2015, we completed our acquisition of Wallaby Yogurt Company, Inc. ("Wallaby") for approximately $122.4 million in cash. We funded this acquisition with borrowings under our credit facility. Founded in 1994 and based in American Canyon, California, Wallaby is a leading manufacturer and distributor of organic dairy yogurt products including Greek and Australian style yogurts and Kefir beverages. The addition of Wallaby strengthened and expanded our growing yogurt portfolio and provided entry into several fast-growing yogurt categories. The acquisition also provided us with additional West Coast manufacturing capabilities and further expansion and growth opportunities. We have included Wallaby's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $57.1 million and relate primarily to tradenames. Intangible assets subject to amortization of approximately $9.1 million are being amortized over a 15 year term and relate primarily to customer relationships.

During the the nine months endedSeptember 30, 2016, we recorded $6.3 million of purchase accounting adjustments to goodwill primarily related to the finalization of the fair value of certain intangible assets. See Note 5 "Goodwill and Intangible Assets." As of September 30, 2016, the Company has finalized its purchase price allocations related to the acquisition of Wallaby.

9

Vega

On August 1, 2015, we completed our acquisition of Sequel Naturals Ltd, the company that owns the Vega brand ("Vega") and is a pioneer and leader in plant-based nutrition products, for approximately $553.6 million in cash funded by borrowings under our credit facility. Vega offers a broad range of plant-based nutrition products - primarily powdered shakes and snack bars. This acquisition extended the Company's Plant-based Foods and Beverages platform into nutritional powders and bars, and provided additional innovation opportunities. We have included Vega's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $296.9 million and relate primarily to tradenames and customer relationships. Intangible assets subject to amortization of approximately $106.9 million are being amortized over a 15 year term and relate primarily to customer relationships.

For the nine months endedSeptember 30, 2016, we recorded $4.4 million of purchase accounting adjustments to goodwill primarily related to the finalization of certain income tax matters. See Note 5 "Goodwill and Intangible Assets." As of June 30, 2016, the Company has finalized its purchase price allocations related to the acquisition of Sequel Naturals Ltd.

EIEIO

On May 29, 2015, the Company acquired substantially all of the assets and liabilities of EIEIO, Inc. ("EIEIO"), the company that owns the Magicow brand and other brands, for $40.2 million in cash. We funded this acquisition with borrowings under our credit facility. EIEIO, which is based outside Austin, Texas, manufactures, markets and distributes bulk, bag-in-box and shelf stable creamers, coffee beverages and whip toppings. The acquisition of EIEIO expanded our portfolio of bulk coffee creamer and flavor dispensing products and provided new product capabilities to support growth in our away-from-home channel. EIEIO's results of operations have been included in our condensed consolidated statements of income of our Americas Foods & Beverages segment from the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $21.8 million and relate primarily to tradenames and customer relationships. Intangible assets subject to amortization of approximately $10.2 million are being amortized over a 15 year term and relate primarily to customer relationships. As of June 30, 2016, the Company has finalized its purchase price allocations related to the acquisition of EIEIO.

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The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed for the fiscal 2015 acquisitions.

	EIEIO		Vega		Wallaby
	May 29, 2015		August 1, 2015		August 30, 2015
	(In thousands)
Assets acquired:
Cash and cash equivalents	$	1,546	$	5,235	$	1,740
Inventories	3,050		18,379		2,252
Other current assets	1,951		18,886		5,245
Property, plant and equipment	554		650		11,492
Trademarks	11,600		189,963		48,036
Intangible assets with finite lives	10,160		106,920		9,058
Other long-term assets	—		1,779		50
Liabilities assumed:
Accounts payable and other accruals	2,296		12,802		1,542
Deferred taxes	—		76,739		—
Other long-term liabilities	173		7,581		1,031
Total identifiable net assets	26,392		244,690		75,300
Goodwill	13,810		308,942		47,052
Total purchase price	$	40,202	$	553,632	$	122,352

Goodwill is calculated as the excess of consideration paid over the net assets acquired and represents synergies, organic growth and other benefits that are expected to arise from integrating the acquired businesses into our operations. Goodwill related to the 2016 and 2015 acquisitions is recorded in the Americas Foods & Beverages segment. Goodwill related to EIEIO and Wallaby is tax deductible. None of the goodwill recorded in the Vega or IPP acquisitions is tax deductible.

The following table summarizes unaudited supplemental pro forma consolidated results of operations as if we acquired EIEIO, Vega and Wallaby on January 1, 2015. No pro forma unaudited consolidated results of operations is presented for the three and nine months ended September 30, 2016 or the corresponding prior periods related to the IPP acquisition as their results are not material to the condensed consolidated results of the Company.

	Three months ended September 30, 2015		Nine months ended September 30, 2015
	(In thousands, except share data)
Net sales	$	1,024,720	$	2,955,693
Income before income taxes	76,886		202,578
Diluted earnings per common share	$	0.32	$	0.76

The historical financial information has been adjusted to give effect to the pro forma adjustments. These adjustments are based upon currently available information and certain assumptions. Therefore, the pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed the acquisitions on January 1, 2015. The historical results included in the pro forma consolidated results do not purport to project future results of operations of the combined companies nor do they reflect the expected realization of any cost savings or revenue synergies associated with the acquisitions. The pro forma consolidated results reflect purchase accounting adjustments primarily related to depreciation and amortization expense, as well as interest expense, tax expense and acquisition related costs.

3. Joint Venture with China Mengniu Dairy Company

On January 5, 2014, the Company entered into a joint venture agreement with China Mengniu Dairy Company Limited (“Mengniu”), a leading Chinese dairy company. The joint venture manufactures, markets and sells a range of premium plant-

11

based beverage products in China. Under the terms of the agreement, the Company owns a 49% stake in the venture while Mengniu owns a 51% stake.

Based on the joint venture agreement, the Company has the ability to exert significant influence over the operations and financial policies of the joint venture and has in-substance common stock in the joint venture. Thus, the joint venture is accounted for as an equity-method investment. No contributions were made during the three and nine months ended September 30, 2016. The joint venture has a credit facility with Mengniu of Chinese yuan (CNY) 120 million ($18.0 million USD) and, in 2016, entered into a new credit facility with Mengniu for up to an additional CNY of 90 million ($13.5 million USD), for total capacity of CNY 210 million ($31.5 million USD). The current facility is expected to support its liquidity requirements for 2016. We guarantee up to 49% on the total commitment amount of this credit facility or Chinese yuan 102.9 million ($15.4 million USD). As of September 30, 2016, the joint venture had borrowed Chinese yuan 190 million ($28.5 million USD) under this facility.

4. Inventories

Inventories consisted of the following:

	September 30, 2016		December 31, 2015
	(In thousands)
Raw materials and supplies	$	141,105	$	120,922
Finished goods	154,978		149,815
Total	$	296,083	$	270,737

5. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows:

	Americas Foods & Beverages			Europe Foods & Beverages		Total
	(In thousands)
Balance at December 31, 2015	$	1,278,753		$	136,569	$	1,415,322
Acquisitions	12,257			—		12,257
Purchase price adjustments (1)	(10,492		)	—		(10,492		)
Foreign currency translation	14,322			3,863		18,185
Balance at September 30, 2016	$	1,294,840		$	140,432	$	1,435,272

 ____________________________________

(1) Purchase price adjustments are the result of adjustments made for the finalization of the fair value of certain intangible assets and the finalization of certain income tax matters.

The gross carrying amount and accumulated amortization of our intangible assets, other than goodwill, as of September 30, 2016 and December 31, 2015 are as follows:

12

	September 30, 2016							December 31, 2015
	Gross  carrying amount		Accumulated amortization			Net carrying amount		Gross  carrying amount		Accumulated amortization			Net carrying amount
	(In thousands)
Intangible assets with indefinite lives:
Trademarks (1)	$	790,067	$	—		$	790,067	$	777,718	$	—		$	777,718
Intangible assets with finite lives:
Customer-related and other (1)	283,008		(54,223		)	228,785		270,801		(39,828		)	230,973
Supplier relationships	12,000		(2,640		)	9,360		12,000		(1,920		)	10,080
Non-compete agreements (1)	1,337		(835		)	502		1,267		(592		)	675
Trademarks	968		(966		)	2		968		(965		)	3
Total	$	1,087,380	$	(58,664	)	$	1,028,716	$	1,062,754	$	(43,305	)	$	1,019,449

 ____________________________________

 (1) The change in the carrying amount is the result of foreign currency translation and purchase accounting adjustments.

Amortization expense on finite-lived intangible assets for the three months ended September 30, 2016 and 2015 was $5.2 million and $4.9 million, respectively. Amortization expense on finite-lived intangible assets for the nine months endedSeptember 30, 2016 and 2015 was $15.5 million and $10.7 million, respectively.

6. Income Taxes

For each interim period, the Company estimates the effective tax rate expected to be applicable for the full year and applies that rate to income before income taxes for the period. Additionally, the Company records discrete income tax items in the period in which they are incurred.

The effective tax rate for the three months ended September 30, 2016 was 32.5% compared to 29.3% for the three months ended September 30, 2015. The effective tax rate for the nine months endedSeptember 30, 2016 was 33.2% compared to 33.1% for the nine months endedSeptember 30, 2015. The increase in the effective tax rates for the three and nine month comparative periods was due primarily to a decrease in favorable return to provision adjustments in 2015 related to changes in estimates associated with a credit for qualified research activities and an increase in the U.S. manufacturing deduction. The increase in the effective tax rate was partially offset by changes in the mix of income before income taxes between the U.S. and foreign countries, which were principally driven by an increase in the investment deduction in Belgium and the generally lower foreign tax rates associated with our Vega acquisition. Changes in the relative profitability of our operating segments, as well as changes to federal, state and foreign tax laws may cause the rate to change from historical rates.

7. Debt and Capital Lease Obligations

Our outstanding debt and capital lease obligations as of September 30, 2016 and December 31, 2015 consisted of the following:

	September 30, 2016						December 31, 2015
	Amount outstanding			Interest rate			Amount outstanding			Interest rate
	(In thousands, except percentages)
Senior secured credit facilities	$	1,623,550		2.39	%	*	$	1,627,000		2.54	%	*
Senior unsecured notes	500,000			5.38	%		500,000			5.38	%
Capital lease obligations	20,622						21,635
Other borrowings	—						5,133			3.70	%
Less current portion	(46,374		)				(51,449		)
Less debt issuance costs	(20,582		)				(23,379		)
Total long-term debt	$	2,077,216					$	2,078,940

 ____________________________________

13

* Represents a weighted average rate, including applicable interest rate margins.

Senior Secured Credit Facilities

The Company maintains a credit agreement (the “Credit Agreement”) with Bank of America, N.A. as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and the other lenders party thereto. The Credit Agreement governs our senior secured credit facilities, consisting of a five-year $1.0 billion revolving credit facility commitment, a five-year $750 million term loan A-1, and a seven-year $750 million term loan A-2.

As of September 30, 2016, we had outstanding borrowings of $1.6 billion under our $2.5 billion senior secured credit facilities consisting of $157.3 million outstanding under the revolving credit facility, a $721.9 million principal balance under term loan A-1, and a $744.4 million principal balance under term loan A-2. We have $9.0 million in outstanding letters of credit issued under our revolving credit facilities. We have additional borrowing capacity of approximately $833.7 million under our senior secured credit facilities, which amount will vary over time depending on our financial covenants and operating performance.

The senior secured credit facilities are secured by security interests and liens on substantially all of our domestic assets, and are guaranteed by our material domestic subsidiaries. As of September 30, 2016, borrowings under the revolving credit facility and term loan A-1 bore interest at a rate of LIBOR plus 1.75% and the term loan A-2 at a rate of LIBOR plus 2.00% per annum.

Alpro Revolving Credit Facility

On June 29, 2015, Alpro entered into a revolving credit facility not to exceed €30.0 million or its currency equivalent. The facility is unsecured and guaranteed by the Company. The facility is available for working capital and other general purposes of Alpro and for the issuance of up to €30.0 million letters of credit or its currency equivalent. At September 30, 2016 and December 31, 2015, there were no outstanding borrowings.

Vega Revolving Credit Facility

In April, 2016, Vega increased the limit on its uncommitted revolving credit facility from $10.0 million Canadian dollars ("CAD") to not exceed $15.0 million CAD. The facility is unsecured and guaranteed by the Company. The facility is available for working capital and other general purposes of Vega. At September 30, 2016, there were no outstanding borrowings under this facility. At December 31, 2015, there was $7.1 million CAD ($5.1 million USD) outstanding in borrowings under the facility.

Senior Unsecured Notes

In 2014, we issued $500.0 million in aggregate principal amount of senior notes. The notes mature on October 1, 2022 and bear interest at a rate of 5.375% per annum payable on April 1 and October 1 of each year.

Capital Lease Obligations

We are party to leases of certain operating facilities and equipment under capital lease arrangements which bear interest at rates from 3.1% to 8.0% and have expiration dates through 2033. These assets are included in property, plant, and equipment, net, in the condensed consolidated balance sheets.

8. Derivative Financial Instruments and Fair Value Measurement

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes.

Credit risk under these arrangements is believed to be remote as the counterparties to the derivatives are major financial institutions; however, if any of the counterparties to the derivative agreements become unable to fulfill their obligation, we may lose the financial benefits of these arrangements.

Interest Rates

14

In connection with our initial public offering, on October 31, 2012, Dean Foods novated to us certain of its interest rate swaps (the “2017 swaps”) with a notional value of $650 million and a maturity date of March 31, 2017. The 2017 swaps effectively change the interest payments on a portion of our debt from variable-rate, based on short term LIBOR, to fixed-rate payments. We are the sole counterparty to the financial institutions under these swap agreements and are directly responsible for any required settlements, and the sole beneficiary of any receipts of funds, pursuant to their terms. We are subject to market risk with respect to changes in the underlying benchmark interest rate that impact the fair value of the 2017 swaps.

The following table summarizes the terms of the 2017 swap agreements as of September 30, 2016:

Fixed Interest Rates	Expiration Date	Notional Amount
		(In thousands)
2.75% to 3.19%	March 31, 2017	$	650,000

We have not designated such contracts as hedging instruments; therefore, the 2017 swap agreements are marked to market at the end of each reporting period and a derivative asset or liability is recorded in our condensed consolidated balance sheets. We recorded gains/(losses) on these contracts of $0.5 million and $(2.1) million for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, losses on these contracts were $2.3 million and $7.1 million, respectively. Gains and losses are recorded in other expense, net in our condensed consolidated statements of income. A summary of these open swap agreements recorded at fair value in our condensed consolidated balance sheets at September 30, 2016 and December 31, 2015 is included in the fair value table below.

Commodities

We are exposed to commodity price fluctuations, including organic and conventional milk, butterfat, almonds, organic and non-genetically modified (“non-GMO”) soybeans, coconut, cashews, sweeteners, and other commodity costs used in the manufacturing, packaging, and distribution of our products, including utilities, 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 eighteen month's anticipated requirements, depending on the ingredient or commodity, but can be longer in limited cases. These contracts are considered normal purchases.

In addition to entering into forward purchase contracts, from time to time we may purchase over-the-counter hedge contracts from qualified financial institutions for commodities associated with the production and distribution of our products. Certain of these contracts offset the risk of increases in our commodity costs and are designated as cash flow hedges when appropriate. As of September 30, 2016, we have not entered into any commodity cash flow hedges.

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to commodity price risk but do not meet the authoritative guidance for hedge accounting. From time to time, the Company enters into commodity forward contracts to fix the price of natural gas and diesel fuel purchases and other commodities at a future delivery date. Changes in the fair value of derivatives not designated in hedging relationships are recorded to cost of sales and selling, distribution, and marketing expenses in our condensed consolidated statements of income depending on commodity type. We recorded gains/(losses) on these contracts of $(0.9) million and $1.3 million for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, we recorded losses of $8.0 million and $8.9 million, respectively. As of September 30, 2016, the Company had outstanding contracts for the purchase of 19.9 million gallons of diesel expiring throughout 2016 and 2017. A summary of our open commodities contracts recorded at fair value in our condensed consolidated balance sheets at September 30, 2016 and December 31, 2015 is included in the table below.

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.

Foreign Currency

Our international operations represented approximately 19% of net sales for the nine months ended September 30, 2016 and 2015. Sales in foreign countries, as well as certain expenses related to those sales, are transacted in currencies other than our reporting currency, the U.S. dollar. Our foreign currency exchange rate risk primarily consists of the Euro, British pound, Canadian dollar, Mexican peso and Chinese yuan related to net sales and expenses in currencies other than the functional

15

currency of the business. We may, from time to time, employ derivative financial instruments to manage our exposure to fluctuations in foreign currency rates or enter into forward currency exchange contracts to hedge our net investment and intercompany payable or receivable balances in foreign operations. These contracts are designated as cash flow hedges and are recorded as an asset or liability in our condensed consolidated balance sheets at fair value with an offset to accumulated other comprehensive loss to the extent the hedge is effective. Derivative gains and losses included in accumulated other comprehensive loss are reclassified into earnings as the underlying transaction occurs. As of September 30, 2016, the Company had an aggregate U.S. dollar equivalent of $256.3 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2016 and 2017 for an intercompany note receivable and commodity purchases denominated in a currency other than the functional currency. Any ineffectiveness in our foreign currency exchange hedges is recorded as an adjustment to cost of goods sold in our condensed consolidated statements of income. There was no material hedge ineffectiveness related to our foreign currency exchange contracts designated as hedging instruments during the three and nine months ended September 30, 2016 and 2015.

Fair Value - Derivatives

As of September 30, 2016 and December 31, 2015, derivatives recorded at fair value in our condensed consolidated balance sheets were as follows:

	Derivative assets				Derivative liabilities
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
	(In thousands)
Derivatives designated as Hedging Instruments
Foreign currency contracts - current (1)(3)	$	1,761	$	483	$	10	$	—
Total	1,761		483		10		—
Derivatives not designated as Hedging Instruments
Interest rate swap contracts - current (1)	—		—		7,852		15,228
Commodities contracts - current (1)	936		—		3,484		11,093
Commodities contracts - noncurrent (2)	380		—		—		1,551
Interest rate swap contracts - noncurrent (2)	—		—		—		3,142
Total	$	1,316	$	—	$	11,336	$	31,014
Total derivatives	$	3,077	$	483	$	11,346	$	31,014

  ____________________________________

(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 condensed 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 condensed consolidated balance sheets.

(3) $1.6 million of the derivative asset balance as of September, 30 2016 relates to a foreign currency hedge on an intercompany note for which the change in fair value offsets the impact of the note being re-measured into the functional currency.

Gains on derivatives designated as cash flow hedges reclassified from accumulated other comprehensive loss into income for the three and nine months ended September 30, 2016 and 2015 were as follows:

	Three months ended September 30,					Nine months ended September 30,
	2016			2015		2016		2015
	(In thousands)
Realized gains/(losses) on foreign currency contracts (1)	$	(31	)	$	623	$	24	$	982

  ____________________________________

(1) Recorded in cost of sales in our condensed consolidated statements of income. See Note 10 "Accumulated Other Comprehensive Loss."

Based on current exchange rates, we estimate that $1.8 million in net gains of hedging activity related to our foreign currency contracts will be reclassified from accumulated other comprehensive loss to operating results within the next 12 months.

Fair Value Measurements

16

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 financial assets and liabilities subject to recurring fair value measurements and the basis for that measurement according to the levels in the fair value hierarchy as of September 30, 2016 and December 31, 2015 is as follows:

	Fair value as of September 30, 2016		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash equivalents	$	88	$	88	$	—	$	—
Supplemental Executive Retirement Plan investments	3,747		3,747		—		—
Qualifying insurance policies (1)	11,001		—		—		11,001
Foreign currency contracts	1,761		—		1,761		—
Commodities contracts	1,316		—		1,316		—
Deferred compensation investments	5,079		—		5,079		—
Total assets	$	22,992	$	3,835	$	8,156	$	11,001
Liabilities:
Foreign currency contracts	$	10	$	—	$	10	$	—
Commodities contracts	3,484		—		3,484		—
Interest rate swap contracts	7,852		—		7,852		—
Total liabilities	$	11,346	$	—	$	11,346	$	—

  ____________________________________

(1) Change in value since December 31, 2015 due to foreign currency translation.

There were no transfers between the three levels of the fair value hierarchy during the nine months ended September 30, 2016.

	Fair value as of December 31, 2015		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash equivalents	$	107	$	107	$	—	$	—
Supplemental Executive Retirement Plan investments	3,164		3,164		—		—
Qualifying insurance policies	10,631		—		—		10,631
Foreign currency contracts	483		—		483		—
Deferred compensation investments	4,359		—		4,359		—
Total assets	$	18,744	$	3,271	$	4,842	$	10,631
Liabilities:
Commodities contracts	$	12,644	$	—	$	12,644	$	—
Interest rate swap contracts	18,370		—		18,370		—
Total liabilities	$	31,014	$	—	$	31,014	$	—

17

We sponsor two deferred compensation plans, Pre-2005 Executive Deferred Compensation Plan and Post-2004 Executive Deferred Compensation Plan, under which certain employees with a base compensation of at least $150,000 may elect to defer receiving payment for a portion of their salary and bonus until periods after their retirements or upon separation from service. The investments are classified as trading securities and the assets related to these plans are primarily invested in money 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. Changes in the fair value are recorded in general and administrative expense in our condensed consolidated statements of income.

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 that are equivalent, as a percentage of total compensation, to the benefits provided to other employees. The investments are classified as trading securities and are primarily invested in money market funds and held at fair value. We classify these assets as Level 1 as fair value can be corroborated based on quoted market prices for identical instruments in active markets. Changes in the fair value are recorded in general and administrative expense in our condensed consolidated statements of income.

Our assets and liabilities recorded at fair value on a recurring basis include cash equivalent money market funds. Due to their near-term maturities, the carrying amounts of trade accounts receivable and accounts payable are considered equivalent to fair value. In addition, because the interest rates on our senior secured credit facilities are variable, their fair values approximate their carrying values.

We estimate the fair value of our senior unsecured notes primarily using quoted market prices in markets that are not active. As of September 30, 2016, the carrying value and fair value of the Company's borrowings was $500.0 million and $570.0 million, respectively. See Note 7 "Debt and Capital Lease Obligations." As of December 31, 2015, the carrying value and fair value of the Company's borrowings was $500.0 million and $521.3 million, respectively. If measured at fair value in the condensed consolidated balance sheets, our senior unsecured notes would be classified in Level 2 of the fair value hierarchy.

The fair value of our interest rate swaps is determined based on the notional amounts of the swaps and the forward LIBOR curve relative to the fixed interest rates under the swap agreements. The fair value of our commodities contracts is based on the quantities and fixed prices under the agreements and quoted forward commodity prices. The fair value of our foreign currency contracts is based on the notional amounts and rates under the contracts and observable market forward exchange rates. We classify these instruments in Level 2 because quoted market prices can be corroborated utilizing observable benchmark market rates at commonly quoted intervals and observable market transactions of spot currency rates and forward currency prices. We did not significantly change our valuation techniques from prior periods.

Our qualified pension plan investments are comprised of qualifying insurance policies and the guaranteed premiums are invested in the general assets of the insurance company. We classify these assets as Level 3 as there is little or no market data to support the fair value. The qualifying insurance policies are valued at the amount guaranteed by the insurer to pay out the insured benefits. The funding policy is to contribute assets at least equal in amount to regulatory minimum requirements. Funding is based on legal requirements, tax considerations, and investment opportunities. See Note 11 “Employee Retirement Plans.”

9. Share-Based Compensation

Under the Amended and Restated 2012 Stock Incentive Plan (the "2012 SIP"), a total of 26,850,000 shares of our common stock were reserved for issuance upon the exercise of stock options or the vesting of restricted stock units (“RSUs”), performance stock units ("PSUs") or restricted stock awards that may be issued to our employees, non-employee directors and consultants. The 2012 SIP also permits awards of stock appreciation rights (“SARs”) and phantom shares as part of our long-term incentive compensation program. In general, awards granted to our employees under the 2012 SIP vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date. Unvested awards vest immediately in the following circumstances: (i) an employee retires after reaching the age of 65, (ii) in certain cases upon an employee’s death or qualified disability, (iii) an employee with 10 years of service retires after reaching the age of 55, or (vi) upon a change of control, except for PSUs and all equity awards granted after 2014 to the Company's executive officers.

Upon the completion of the acquisition of the Company by Danone S.A., all of the Company's outstanding share-based compensation awards will vest. See Note 16 The Proposed Merger with Danone for further discussion.

18

Share-Based Compensation Expense

The following table summarizes the share-based compensation expense recognized for the Company’s equity and liability classified plans in the three and nine months ended September 30, 2016 and 2015:

	Three months ended September 30,					Nine months ended September 30,
	2016		2015			2016		2015
	(In thousands)
Equity awards:
Stock options	$	1,541	$	2,353		$	7,249	$	9,410
RSUs	2,603		3,676			11,289		13,277
PSUs	1,374		1,075			6,242		4,850
Equity awards share-based compensation expense	5,518		7,104			24,780		27,537
Liability awards:
Phantom shares	—		62			13		802
SARs	357		(282		)	1,126		4,693
Liability awards share-based compensation expense	357		(220		)	1,139		5,495
Total share-based compensation expense	$	5,875	$	6,884		$	25,919	$	33,032

Share-based compensation expense is recorded within general and administrative expense. Except for PSUs, this expense is recognized one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date, unless the employee has reached the retirement age of 65 or is 55 years of age and has 10 years of service, in which case all share-based compensation expense is recognized at the time of grant.

Stock Options

Under the terms of the 2012 SIP, our employees may be granted options to purchase our common stock at a price equal to the market price on the date the option is granted. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model with the following assumptions:

	Nine months ended September 30,
	2016	2015
Expected volatility	28% - 29%	28% - 29%
Expected dividend yield	0%	0%
Expected option term	6 years	6 years
Risk-free rate of return	1.14% to 1.70%	1.45% to 1.82%
Forfeiture rate	—%	—%

Since the Company’s common stock did not have a long history of being publicly traded at grant date, the expected term was determined under the simplified method, using an average of the contractual term and vesting period of the stock options. For stock options granted in 2015 and thereafter, the expected volatility assumption was calculated based on a blend of compensation peer group analysis of stock price volatility with a six-year look back period ending on the grant date, and the Company's current implied stock price volatility. For stock options granted prior to 2015, the expected volatility assumption was calculated based solely on a compensation peer group analysis of stock price volatility with a six-year look back period ending on the grant date. The risk-free rates were based on the average implied yield available on five-year and seven-year U.S. Treasury issues. The forfeiture rates are based on historical rates and the Company elected to use a 0% forfeiture rate due to historically immaterial forfeiture rates. We have not paid, and do not anticipate paying, a cash dividend on our common stock.

The following table summarizes stock option activity during the nine months ended September 30, 2016:

19

	Number of options		Weighted average exercise price		Weighted average contractual life in years	Aggregate intrinsic value
Options outstanding at January 1, 2016	9,440,803		$	19.14
Granted	813,267		$	36.59
Forfeited, canceled and expired (1)	(53,119	)	$	40.59
Exercised (including tax withholding) (1)	(1,115,518	)	$	19.83
Options outstanding at September 30, 2016	9,085,433		$	20.49	5.51	$	308,323,353
Options vested and expected to vest at September 30, 2016	9,085,433		$	20.49	5.51	$	308,323,353
Options exercisable at September 30, 2016	7,499,147		$	17.42	4.84	$	277,562,397

 ____________________________________

(1) Pursuant to the terms of the 2012 SIP, options that are forfeited, canceled or expired may be available for future grants; howevershares delivered to or withheld by the Company for the payment of the exercise price of an option and/or tax withholding related to an exercise, and shares subject to an option that are not issued upon the net exercise of such option, are not added back to the pool of shares available for future awards.

During the nine months ended September 30, 2016, we received $9.4 million of cash from stock option exercises. At September 30, 2016, there is $8.4 million of unrecognized stock option expense, all of which is related to non-vested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.66 years.

Restricted Stock Units

RSUs are issued to certain senior employees under the 2012 SIP 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 vest ratably over three years.

The following table summarizes RSU activity during the nine months ended September 30, 2016:

RSUs outstanding January 1, 2016	839,252
RSUs granted	409,415
Shares issued upon vesting of RSUs (including tax withholding) (1)	(443,594		)
RSUs canceled (1)	(33,659		)
RSUs outstanding at September 30, 2016	771,414
Weighted average grant date fair value per share	$	34.99

 __________________________________

(1) Pursuant to the terms of the 2012 SIP, RSUs that are canceled or forfeited before they vest may be available for future grants; howevershares delivered to or withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are not added back to the pool of shares available for future awards.

At September 30, 2016, there is $14.1 million of total unrecognized RSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.68 years.

Performance Stock Units

In February 2015 and 2016, we granted PSUs to our executive officers under the 2012 SIP as part of our long-term incentive compensation program. PSUs vest based on a comparison of the Company’s diluted adjusted EPS growth over the three-year performance period to the diluted adjusted EPS growth of companies in the S&P 500 over the same period. In the first year, one third of the PSUs will vest based on our diluted adjusted EPS growth in that year compared to the one-year diluted adjusted EPS growth of S&P 500 companies. In the second year, one third of the PSUs will vest based on our cumulative diluted adjusted EPS growth over the past two years compared to the cumulative two-year diluted adjusted EPS growth of S&P 500 companies. In the third year, one third of the PSUs will vest based on our cumulative diluted adjusted EPS growth over the past three years compared to the cumulative three-year diluted adjusted EPS growth of S&P 500 companies. PSUs will be converted to common stock upon vesting and the payout range is 0 to 200%.

20

We recognize share-based compensation expense in the condensed consolidated statements of income over the three year performance period based on the Company’s estimated relative performance for each vesting tranche. Accordingly, for the grant made each year we recognize 100% of the estimated first year expense, 50% of the estimated second year expense and 33.3% of the estimated third year expense. As of September 30, 2016, based upon our assessment of our relative performance versus the S&P 500, the 2015 PSU awards have been expensed based upon a target payout 188% for the year two tranche (2015-2016) and 158% for the year three tranche (2015-2017). As of September 30, 2016, the 2016 PSU awards have been expensed based upon a target payout assumption of 175% for year one tranche (2016-2017), 138% for tranche year two (2016-2018), and 125% for tranche year three (2016-2019).

The following table summarizes PSU activity during the nine months ended September 30, 2016:

PSUs outstanding January 1, 2016	107,358
PSUs granted	155,846
Shares issued upon vesting of PSUs (1)	(71,580		)
PSUs canceled (1)	—
PSUs outstanding at September 30, 2016	191,624
Weighted average grant date fair value per share	$	37.16

__________________________________________

(1) Pursuant to the terms of the 2012 SIP, PSUs that are canceled or forfeited before they vest may be available for future grants; however shares delivered to or withheld by the Company for the payment of the employee's tax withholding related to a PSU vesting are not added back to the pool of shares available for future awards. Shares issued upon vesting of PSUs on April 18, 2016 were 71,580, which represented 200% payout.

At September 30, 2016 there is $2.3 million of total unrecognized PSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.40 years.

Phantom Shares

We previously granted phantom shares under the 2012 SIP as part of our long-term incentive compensation program, which are similar to RSUs in that they are based on the price of WhiteWave stock and vest ratably over a three-year period, but are cash-settled based upon the value of WhiteWave stock at each vesting period. The fair value of the awards was re-measured at each reporting period. As of March 31, 2016 all phantom shares have been cash settled.

Stock Appreciation Rights

We previously granted SARs under the 2012 SIP as part of our long-term incentive compensation program, which are similar to stock options in that they are based on the price of WhiteWave stock and vest ratably over a three-year period, but are cash-settled based upon the value of WhiteWave stock at the exercise date. We have not granted any SARs since 2013 and all outstanding SARs are fully vested.

The fair value of the awards is re-measured at each reporting period. A liability has been recorded in current liabilities in our condensed consolidated balance sheets totaling $1.8 million and $2.7 million as of September 30, 2016 and December 31, 2015, respectively. The following table summarizes SARs activity during the nine months ended September 30, 2016:

	Number of SARs		Weighted average exercise price		Weighted average contractual life in years	Aggregate intrinsic value
SARs outstanding at January 1, 2016	122,031		$	16.45
Granted	—		$	—
Forfeited and canceled (1)	—		$	—
Exercised	(74,397	)	$	16.44
SARs outstanding at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028
SARs vested and expected to vest at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028
SARs exercisable at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028

 _____________________________________

21

(1) Pursuant to the terms of the 2012 SIP, SARs that are canceled or forfeited may be available for future grants.

10. Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component for the three months ended September 30, 2016 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at July 1, 2016	$	(649	)	$	(778	)	$	(106,575	)	$	(108,002	)
Other comprehensive income/(loss) before reclassifications	245			(14		)	488			719
Amounts reclassified from accumulated other comprehensive income/(loss)	(79		)	5			—			(74		)
Other comprehensive income/(loss), net of tax benefit of $61	166			(9		)	488			645
Balance at September 30, 2016	$	(483	)	$	(787	)	$	(106,087	)	$	(107,357	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2016 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at January 1, 2016	$	505		$	(761	)	$	(131,278	)	$	(131,534	)
Other comprehensive income/(loss) before reclassifications	(964		)	(29		)	25,191			24,198
Amounts reclassified from accumulated other comprehensive income/(loss)	(24		)	3			—			(21		)
Other comprehensive income/(loss), net of tax benefit of $17	(988		)	(26		)	25,191			24,177
Balance at September 30, 2016	$	(483	)	$	(787	)	$	(106,087	)	$	(107,357	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the three months ended September 30, 2015 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at July 1, 2015	$	837		$	(1,888	)	$	(87,090	)	$	(88,141	)
Other comprehensive income/(loss) before reclassifications	(2,132		)	17			(13,305		)	(15,420		)
Amounts reclassified from accumulated other comprehensive income/(loss)	623			(24		)	—			599
Other comprehensive income/(loss), net of tax benefit of $296	(1,509		)	(7		)	(13,305		)	(14,821		)
Balance at September 30, 2015	$	(672	)	$	(1,895	)	$	(100,395	)	$	(102,962	)

  ____________________________________

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(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2015 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at January 1, 2015	$	774		$	(2,050	)	$	(59,842	)	$	(61,118	)
Other comprehensive income/(loss) before reclassifications	(2,428		)	227			(40,553		)	(42,754		)
Amounts reclassified from accumulated other comprehensive income/(loss)	982			(72		)	—			910
Other comprehensive income/(loss), net of tax benefit of $181	(1,446		)	155			(40,553		)	(41,844		)
Balance at September 30, 2015	$	(672	)	$	(1,895	)	$	(100,395	)	$	(102,962	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

11. Employee Retirement Plans

We provide employee retirement benefits under 401(k) and defined benefit plans. Additionally, we contribute to one multi-employer pension plan on behalf of certain employees. We have defined benefit pension plans for certain of our Europe Foods and Beverages segment employees, under which the benefits are based on years of service and employee compensation.

The components of net periodic benefit cost for our pension plans for the three and nine months ended September 30, 2016 and 2015 are detailed below:

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	404		$	444		$	1,214		$	1,332
Interest cost	95			84			285			252
Expected return on plan assets	(71		)	(68		)	(211		)	(204		)
Amortization:
Unrecognized net loss	1			24			3			72
Net periodic benefit cost	$	429		$	484		$	1,291		$	1,452

12. Commitments and Contingencies

Lease and Purchase Obligations

We lease certain property, plant, and equipment used in our operations under both capital and operating lease agreements. Such operating leases, which are primarily for operating facilities, office space, and equipment, have lease terms ranging from one to 14 years. Rent expense was $9.4 million and $8.4 million for the three months ended September 30, 2016 and 2015, respectively, and $27.5 million and $18.7 million for the nine months endedSeptember 30, 2016 and 2015, respectively. The Company leases certain operating facilities and equipment under capital lease arrangements. These assets are included in property, plant, and equipment, net, on the condensed consolidated balance sheets.

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 soybeans and organic raw milk. We enter into these

23

contracts from time to time to ensure a sufficient supply of raw materials. In addition, we have contractual obligations to purchase various services that are part of our production and distribution process.

Litigation, Investigations, and Audits

The Company is involved in various litigation, investigations, and audit proceedings in the normal course of business. It is management’s opinion, after consultation with counsel and a review of the facts, that a material adverse effect on the financial position, liquidity, or results of operations, or cash flows of the Company is not probable or reasonably possible.

13. Segment, Geographic, and Customer Information

Effective January 1, 2016, we report results of operations through two reportable segments: Americas Foods & Beverages and Europe Foods & Beverages. This reporting structure aligns with the way our Chief Operating Decision Maker ("CODM"), our CEO, monitors operating performance, allocates resources, and deploys capital. In 2015, we reported results of operations through three reportable segments: Americas Foods & Beverages, Americas Fresh Foods and Europe Foods & Beverages.  In connection with our management restructure in early 2016, we consolidated the historical Americas Foods & Beverages and Americas Fresh Foods segments into a single Americas Foods & Beverages segment. Accordingly, prior year segment data has been recast to reflect this new segment structure.

The Americas Foods & Beverages segment offers products in the plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce categories throughout North America. Our Europe Foods & Beverages segment offers plant-based food and beverage products throughout Europe. We sell our products to a variety of customers, including grocery stores, mass merchandisers, club stores, health food stores and convenience stores, as well as various away-from-home channels, including foodservice outlets, across North America and Europe. We sell our products in North America and Europe primarily through our direct sales force, independent brokers, regional brokers, and distributors. We utilize twelve manufacturing plants, multiple distribution centers, and three strategic co-packers across North America. Additionally, we have three plants across Europe in the United Kingdom, Belgium and France, each supported by an integrated supply chain. We also utilize third-party co-packers across Europe for certain products.

We evaluate the performance of our segments based on net sales and operating income. The amounts in the following tables are obtained from reports used by our chief operating decision maker. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.

Expense related to share-based compensation has not been allocated to our segments and is reflected entirely within the caption “Corporate and other”.

The following table presents the summarized income statement amounts by segment:

24

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
	(In thousands)
Total net sales:
Americas Foods & Beverages	$	909,450		$	869,074		$	2,702,668		$	2,440,463
Europe Foods & Beverages	144,148			134,814			440,273			398,198
Total net sales	$	1,053,598		$	1,003,888		$	3,142,941		$	2,838,661
Operating income:
Americas Foods & Beverages	$	120,350		$	94,662		$	321,985		$	265,512
Europe Foods & Beverages	17,299			18,959			53,009			50,066
Total reportable segment operating income	137,649			113,621			374,994			315,578
Corporate and other	(28,322		)	(20,509		)	(81,002		)	(75,394		)
Total operating income	109,327			93,112			293,992			240,184
Other expense:
Interest expense	18,655			15,979			50,772			38,580
Other expense, net	940			2,549			4,668			7,337
Income before taxes	$	89,732		$	74,584		$	238,552		$	194,267
Depreciation and amortization:
Americas Foods & Beverages	$	28,144		$	25,868		$	83,291		$	70,831
Europe Foods & Beverages	6,295			4,943			18,442			14,180
Corporate and other	580			527			1,674			1,664
Total depreciation and amortization	$	35,019		$	31,338		$	103,407		$	86,675

The following tables present sales amounts by product categories:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands)
Total net sales:
Americas Foods & Beverages
Plant-based foods and beverages	$	277,315	$	252,831	$	819,614	$	680,090
Coffee creamers and beverages	298,832		274,526		862,106		775,045
Premium dairy	205,566		195,165		605,055		547,897
Fresh foods	127,737		146,552		415,893		437,431
Americas Foods & Beverages net sales	909,450		869,074		2,702,668		2,440,463
Europe Foods & Beverages
Plant-based foods and beverages	144,148		134,814		440,273		398,198
Europe Foods & Beverages net sales	144,148		134,814		440,273		398,198
Total net sales	$	1,053,598	$	1,003,888	$	3,142,941	$	2,838,661

The following tables present assets and capital expenditures by segment:

25

	September 30, 2016		December 31, 2015
	(In thousands)
Assets:
Americas Foods & Beverages	$	3,669,413	$	3,555,988
Europe Foods & Beverages	668,867		605,843
Corporate	74,431		67,038
Total	$	4,412,711	$	4,228,869

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands)
Capital expenditures:
Americas Foods & Beverages	$	39,068	$	32,787	$	94,319	$	125,313
Europe Foods & Beverages	34,977		21,620		72,088		59,443
Corporate	599		84		1,319		327
Total	$	74,644	$	54,491	$	167,726	$	185,083

Significant Customers

The Company had a single customer that represented 13.7% and 14.0% of its consolidated net sales in the three months ended September 30, 2016 and 2015, respectively. The same customer represented 13.0% and 13.9% of our consolidated net sales in the nine months endedSeptember 30, 2016 and 2015, respectively. Sales to this customer are primarily included in the Americas Foods & Beverages segment.

14. Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:

26

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands, except share and per share data)
Basic earnings per share computation:
Numerator:
Net income	$	58,037	$	50,022	$	152,406	$	120,813
Denominator:
Weighted average common shares	177,185,368		175,846,533		176,902,352		175,290,113
Basic earnings per share	$	0.33	$	0.28	$	0.86	$	0.69
Diluted earnings per share computation:
Numerator:
Net income	$	58,037	$	50,022	$	152,406	$	120,813
Denominator:
Weighted average common shares - basic	177,185,368		175,846,533		176,902,352		175,290,113
Stock option conversion (1)	3,757,586		3,903,791		3,456,172		4,033,138
Stock units (2)	568,381		694,197		594,045		683,451
Weighted average common shares - diluted	181,511,335		180,444,521		180,952,569		180,006,702
Diluted earnings per share	$	0.32	$	0.28	$	0.84	$	0.67
(1) Anti-dilutive options excluded	32,888		448,961		209,328		359,955
(2) Anti-dilutive RSUs excluded	0		7,706		100		2,597

15. Supplemental Guarantor Financial Information

In September of 2014, we issued debt securities that are guaranteed by certain of our 100% owned subsidiaries. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, the following condensed consolidating financial statements present the balance sheets as of September 30, 2016 and December 31, 2015, the statements of comprehensive income for the three and nine months endedSeptember 30, 2016 and 2015, and the statements of cash flows for the nine months endedSeptember 30, 2016 and 2015 for The WhiteWave Foods Company (referred to as “Parent” for the purpose of this note only), the combined guarantor subsidiaries, the combined non-guarantor subsidiaries and elimination adjustments necessary to arrive at the information for the Parent, guarantor subsidiaries and non-guarantor subsidiaries on a consolidated basis. Investments in subsidiaries are accounted for using the equity method for this presentation. All guarantors of our debt securities are also guarantors for our senior secured credit facilities. The guarantee is full and unconditional and joint and several. Our senior secured credit facilities are secured by security interest and liens on substantially all of our assets and the assets of our domestic subsidiaries and is presented in the Parent column of the accompanying condensed consolidating balance sheets as of September 30, 2016 and December 31, 2015.

27

Condensed Consolidating Balance Sheets

	September 30, 2016
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	3	$	4,672	$	47,815	$	—		$	52,490
Trade receivables, net of allowance	473		195,795		87,971		—			284,239
Inventories	—		255,117		48,140		(7,174		)	296,083
Prepaid expenses and other current assets	29,703		22,803		16,271		—			68,777
Intercompany receivables	1,914,669		802,197		6,761		(2,723,627		)	—
Total current assets	1,944,848		1,280,584		206,958		(2,730,801		)	701,589
Equity method investments	2,255		—		21,300		—			23,555
Investment in consolidated subsidiaries	2,405,870		1,008,175		—		(3,414,045		)	—
Property, plant, and equipment, net	5,795		897,393		300,981		—			1,204,169
Identifiable intangible and other assets, net	41,461		659,432		375,486		(28,253		)	1,048,126
Goodwill	—		982,922		452,350		—			1,435,272
Total Assets	$	4,400,229	$	4,828,506	$	1,357,075	$	(6,173,099	)	$	4,412,711
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	54,534	$	308,065	$	151,738	$	—		$	514,337
Current portion of debt and capital lease obligations	45,000		1,374		—		—			46,374
Income taxes payable	—		—		5,198		—			5,198
Intercompany payables	802,197		1,882,281		39,149		(2,723,627		)	—
Total current liabilities	901,731		2,191,720		196,085		(2,723,627		)	565,909
Long-term debt and capital lease obligations, net of debt issuance costs	2,057,968		19,248		—		—			2,077,216
Deferred income taxes	—		209,362		122,487		(28,253		)	303,596
Other long-term liabilities	24,171		2,306		23,154		—			49,631
Total liabilities	2,983,870		2,422,636		341,726		(2,751,880		)	2,996,352
Total shareholders' equity	1,416,359		2,405,870		1,015,349		(3,421,219		)	1,416,359
Total Liabilities and Shareholders' Equity	$	4,400,229	$	4,828,506	$	1,357,075	$	(6,173,099	)	$	4,412,711

28

Condensed Consolidating Balance Sheets

	December 31, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	2,282	$	36,328	$	—		$	38,610
Trade receivables, net of allowance	2,649		200,808		54,091		—			257,548
Inventories	—		232,757		46,755		(8,775		)	270,737
Prepaid expenses and other current assets	15,442		11,070		13,270		—			39,782
Intercompany receivables	1,878,299		686,469		37,962		(2,602,730		)	—
Total current assets	1,896,390		1,133,386		188,406		(2,611,505		)	606,677
Equity method investments	2,983		—		27,789		—			30,772
Investment in consolidated subsidiaries	2,156,856		943,501		—		(3,100,357		)	—
Property, plant, and equipment, net	6,169		893,594		237,758		—			1,137,521
Identifiable intangible and other assets, net	34,441		663,101		365,316		(24,281		)	1,038,577
Goodwill	—		991,085		424,237		—			1,415,322
Total Assets	$	4,096,839	$	4,624,667	$	1,243,506	$	(5,736,143	)	$	4,228,869
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	47,713	$	374,483	$	127,517	$	—		$	549,713
Current portion of debt and capital lease obligations	45,000		1,415		5,034		—			51,449
Income taxes payable	—		—		3,043		—			3,043
Intercompany payables	710,984		1,866,496		25,250		(2,602,730		)	—
Total current liabilities	803,697		2,242,394		160,844		(2,602,730		)	604,205
Long-term debt and capital lease obligations, net of debt issuance costs	2,058,621		20,219		100		—			2,078,940
Deferred income taxes	—		200,642		116,965		(24,281		)	293,326
Other long-term liabilities	23,613		4,556		13,321		—			41,490
Total liabilities	2,885,931		2,467,811		291,230		(2,627,011		)	3,017,961
Total shareholders' equity	1,210,908		2,156,856		952,276		(3,109,132		)	1,210,908
Total Liabilities and Shareholders' Equity	$	4,096,839	$	4,624,667	$	1,243,506	$	(5,736,143	)	$	4,228,869

29

Condensed Consolidating Statements of Comprehensive Income

	Three months ended September 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	886,351	$	209,720	$	(42,473	)	$	1,053,598
Cost of sales	—			588,308		125,134		(40,963		)	672,479
Gross profit	—			298,043		84,586		(1,510		)	381,119
Operating expenses:
Selling, distribution and marketing	—			147,051		41,858		—			188,909
General and administrative	25,269			38,602		19,012		—			82,883
Total operating expenses	25,269			185,653		60,870		—			271,792
Operating (loss) income	(25,269		)	112,390		23,716		(1,510		)	109,327
Other (income) expense:
Interest expense	18,340			258		57		—			18,655
Other (income) expense, net	(42,407		)	42,265		1,082		—			940
Total other (income) expense	(24,067		)	42,523		1,139		—			19,595
Income (loss) before income taxes and equity in earnings of subsidiaries	(1,202		)	69,867		22,577		(1,510		)	89,732
Income tax (benefit) expense	(2,052		)	24,952		6,294		—			29,194
Income before loss in equity method investments and equity in earnings of subsidiaries	850			44,915		16,283		(1,510		)	60,538
Loss in equity method investments	260			—		2,241		—			2,501
Equity in earnings of consolidated subsidiaries	57,447			12,532		—		(69,979		)	—
Net income	58,037			57,447		14,042		(71,489		)	58,037
Other comprehensive income, net of tax	645			645		645		(1,290		)	645
Comprehensive income	$	58,682		$	58,092	$	14,687	$	(72,779	)	$	58,682

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Condensed Consolidating Statements of Comprehensive Income

	Three months ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	861,699		$	161,062		$	(18,873	)	$	1,003,888
Cost of sales	—			576,277			92,764			(16,284		)	652,757
Gross profit	—			285,422			68,298			(2,589		)	351,131
Operating expenses:
Selling, distribution and marketing	—			156,124			31,660			—			187,784
General and administrative	17,648			35,403			17,184			—			70,235
Total operating expenses	17,648			191,527			48,844			—			258,019
Operating (loss) income	(17,648		)	93,895			19,454			(2,589		)	93,112
Other (income) expense:
Interest expense	15,684			207			88			—			15,979
Other (income) expense, net	(27,700		)	30,666			(417		)	—			2,549
Total other (income) expense	(12,016		)	30,873			(329		)	—			18,528
Income (loss) before income taxes and equity in earnings of subsidiaries	(5,632		)	63,022			19,783			(2,589		)	74,584
Income tax (benefit) expense	(6,930		)	26,963			1,798			—			21,831
Income before loss in equity method investments and equity in earnings of subsidiaries	1,298			36,059			17,985			(2,589		)	52,753
Loss in equity method investments	236			—			2,495			—			2,731
Equity in earnings of consolidated subsidiaries	48,960			12,901			—			(61,861		)	—
Net income	50,022			48,960			15,490			(64,450		)	50,022
Other comprehensive loss, net of tax	(14,821		)	(14,821		)	(13,315		)	28,136			(14,821		)
Comprehensive income	$	35,201		$	34,139		$	2,175		$	(36,314	)	$	35,201

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Condensed Consolidating Statements of Comprehensive Income

	Nine months ended September 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	2,648,427	$	583,376	$	(88,862	)	$	3,142,941
Cost of sales	—			1,784,066		342,754		(89,173		)	2,037,647
Gross profit	—			864,361		240,622		311			1,105,294
Operating expenses:
Selling, distribution and marketing	—			445,653		117,565		—			563,218
General and administrative	73,041			116,769		58,274		—			248,084
Total operating expenses	73,041			562,422		175,839		—			811,302
Operating (loss) income	(73,041		)	301,939		64,783		311			293,992
Other (income) expense:
Interest expense	49,716			684		372		—			50,772
Other (income) expense, net	(115,534		)	118,208		1,994		—			4,668
Total other (income) expense	(65,818		)	118,892		2,366		—			55,440
Income (loss) before income taxes and equity in earnings of subsidiaries	(7,223		)	183,047		62,417		311			238,552
Income tax (benefit) expense	(1,298		)	66,777		13,811		—			79,290
(Loss) income before loss in equity method investments and equity in earnings of subsidiaries	(5,925		)	116,270		48,606		311			159,262
Loss in equity method investments	728			—		6,128		—			6,856
Equity in earnings of consolidated subsidiaries	159,059			42,789		—		(201,848		)	—
Net income	152,406			159,059		42,478		(201,537		)	152,406
Other comprehensive income, net of tax	24,177			24,177		24,177		(48,354		)	24,177
Comprehensive income	$	176,583		$	183,236	$	66,655	$	(249,891	)	$	176,583

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Condensed Consolidating Statements of Comprehensive Income (Loss)

	Nine months ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	2,433,087		$	424,447		$	(18,873	)	$	2,838,661
Cost of sales	—			1,627,921			241,160			(16,284		)	1,852,797
Gross profit	—			805,166			183,287			(2,589		)	985,864
Operating expenses:
Selling, distribution and marketing	—			438,177			91,679			—			529,856
General and administrative	67,965			102,244			45,615			—			215,824
Total operating expenses	67,965			540,421			137,294			—			745,680
Operating (loss) income	(67,965		)	264,745			45,993			(2,589		)	240,184
Other (income) expense:
Interest expense	37,543			796			241			—			38,580
Other (income) expense, net	(104,718		)	108,330			3,725			—			7,337
Total other (income) expense	(67,175		)	109,126			3,966			—			45,917
Income (loss) before income taxes and equity in earnings of subsidiaries	(790		)	155,619			42,027			(2,589		)	194,267
Income tax (benefit) expense	(3,469		)	60,920			6,776			—			64,227
Income before loss in equity method investments and equity in earnings of subsidiaries	2,679			94,699			35,251			(2,589		)	130,040
Loss in equity method investments	575			—			8,652			—			9,227
Equity in earnings of consolidated subsidiaries	118,709			24,010			—			(142,719		)	—
Net income	120,813			118,709			26,599			(145,308		)	120,813
Other comprehensive loss, net of tax	(41,844		)	(41,844		)	(40,319		)	82,163			(41,844		)
Comprehensive income (loss)	$	78,969		$	76,865		$	(13,720	)	$	(63,145	)	$	78,969

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Condensed Consolidating Statements of Cash Flows

			Nine months ended September 30, 2016
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by operating activities	$	11,932		$	89,497		$	105,560		$	—		$	206,989
CASH FLOWS FROM INVESTING ACTIVITIES:
	Payments for acquisitions, net of cash acquired of $833		—			(60		)	(17,313		)	—			(17,373		)
	Payments for property, plant, and equipment		(1,259		)	(91,722		)	(74,745		)	—			(167,726		)
	Intercompany contributions		(11,128		)	—			—			11,128			—
	Proceeds from sale of fixed assets		—			251			8			—			259
		Net cash used in investing activities	(12,387		)	(91,531		)	(92,050		)	11,128			(184,840		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			5,296			5,832			(11,128		)	—
	Repayment of debt		(33,750		)	—			—			—			(33,750		)
	Payments on capital lease obligations		—			(872		)	—			—			(872		)
	Proceeds from revolver line of credit		574,400			—			77,542			—			651,942
	Payments on revolver line of credit		(544,100		)	—			(82,980		)	—			(627,080		)
	Proceeds from exercise of stock options		9,369			—			—			—			9,369
	Minimum tax withholding paid on behalf of employees for share-based compensation		(12,883		)	—			—			—			(12,883		)
	Excess tax benefit from share-based compensation		7,848			—			10			—			7,858
	Payment of deferred financing costs		(426		)	—			—			—			(426		)
		Net cash provided by financing activities	458			4,424			404			(11,128		)	(5,842		)
		Effect of exchange rate changes on cash and cash equivalents	—			—			(2,427		)	—			(2,427		)
INCREASE IN CASH AND CASH EQUIVALENTS			3			2,390			11,487			—			13,880
Cash and cash equivalents, beginning of period			—			2,282			36,328			—			38,610
Cash and cash equivalents, end of period			$	3		$	4,672		$	47,815		$	—		$	52,490

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Condensed Consolidating Statements of Cash Flows

			Nine months ended September 30, 2015
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by operating activities	$	41,984		$	103,850		$	23,211		$	—		$	169,045
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in equity method investments		(701		)	—			—			—			(701		)
	Payments for acquisition, net of cash acquired of $8,521		—			(159,208		)	(548,397		)	—			(707,605		)
	Proceeds from acquisition adjustments		—			346			—			—			346
	Payments for property, plant, and equipment		(245		)	(137,420		)	(59,231		)	—			(196,896		)
	Intercompany contributions		(736,344		)	—			—			736,344			—
	Proceeds from sale of fixed assets		—			2,152			6,779			—			8,931
		Net cash used in investing activities	(737,290		)	(294,130		)	(600,849		)	736,344			(895,925		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			194,229			542,115			(736,344		)	—
	Repayment of debt		(15,000		)	—			—			—			(15,000		)
	Payments on capital lease obligations		—			(875		)	—			—			(875		)
	Proceeds from revolver line of credit		1,093,945			—			47,123			—			1,141,068
	Payments on revolver line of credit		(389,600		)	—			(44,619		)	—			(434,219		)
	Proceeds from exercise of stock options		13,815			—			—			—			13,815
	Minimum tax withholding paid on behalf of employees for share-based compensation		(27,856		)	—			—			—			(27,856		)
	Excess tax benefit from share-based compensation		20,464			—			—			—			20,464
	Payment of deferred financing costs		(462		)	—			—			—			(462		)
		Net cash provided by financing activities	695,306			193,354			544,619			(736,344		)	696,935
		Effect of exchange rate changes on cash and cash equivalents	—			—			8,726			—			8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			—			3,074			(24,293		)	—			(21,219		)
Cash and cash equivalents, beginning of period			—			524			49,716			—			50,240
Cash and cash equivalents, end of period			$	—		$	3,598		$	25,423		$	—		$	29,021

16. The Proposed Merger with Danone

On July 6, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danone, and July Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Danone (“Merger Sub”).

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The Merger Agreement provides that, among other things, Merger Sub will be merged with and into the Company (the “Merger”) with the Company continuing as the surviving corporation. As a result of the Merger, the Company will become a wholly-owned subsidiary of Danone. At the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.01 per share, issued and outstanding prior to the Effective Time (other than shares owned by the Company or any of its subsidiaries or Danone or any of its subsidiaries (including Merger Sub)), will automatically be canceled for no consideration, and converted into the right to receive $56.25 in cash, without interest.

If the Merger Agreement were to be terminated in specified circumstances, the Company would be required to pay Danone a termination fee of $310.0 million. These circumstances include if the merger agreement were terminated because closing has not occurred by the specified long stop date (subject to applicable extensions) or because WhiteWave has breached its obligations under the agreement, and a Company takeover proposal has been made for WhiteWave which is not publicly withdrawn as of the date of termination, and prior to the first anniversary of such termination WhiteWave enters into a definitive agreement with respect to or consummates a Company takeover proposal.

On October 4, 2016 stockholders approved our merger agreement with Danone. The closing of the merger remains subject to the satisfaction of customary conditions, including the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and approval of the merger by the European Commission pursuant to the EU Merger Regulation.  On October 3, 2016, the United States Department of Justice (“DOJ”) issued a request for additional information, commonly known as a “second request,” which extends the HSR waiting period until the 30^th calendar day after the date that both parties substantially comply with the second request, unless the waiting period terminates earlier.  On October 26, 2016, Danone filed its Form CO with the European Commission. WhiteWave and Danone continue to work with the DOJ and the European Commission to obtain regulatory clearance and approval. We currently expect closing to occur in first quarter 2017, though there can be no assurance regarding timing of completion of regulatory processes.

During the third quarter of 2016, the Company has incurred $7.5 million of transaction costs related to the planned Merger with Danone, which were recorded in general and administrative expense in our condensed consolidated statements of income.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in this Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes, and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Unless otherwise specified, any description of “our”, “we”, and “us” in this MD&A refer to The WhiteWave Foods Company and its operating and non-operating subsidiaries included within our reporting segments and Corporate.

Cautionary Statement Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on our current expectations and our projections about future events, and are not statements of historical fact. Forward-looking statements include statements concerning our business strategy, among other things, including anticipated trends and developments in, and management plans for, our business and the markets in which we operate. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “might,” “will,” and “could,” the negative or plural of these words and other comparable terminology. All forward-looking statements included in this Form 10-Q are based upon information available to us as of the filing date of this Form 10-Q, and we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on these forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed in the section entitled “Part II — Other Information — Item 1A — Risk Factors” in this Form 10-Q, and elsewhere in this Form 10-Q. You should carefully consider the risks and uncertainties described under these sections.

Overview of the Business

We are a leading consumer packaged food and beverage company focused on high-growth product categories that are aligned with emerging consumer trends. We manufacture, market and sell branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce. We sell products primarily in North America, Europe and through a joint venture in China. We focus on providing consumers with innovative, great-tasting food and beverage choices that meet their increasing desires for nutritious, flavorful, convenient, and responsibly-produced products. Our widely-recognized, leading brands distributed in North America include Silk, So Delicious and Vega plant-based foods and beverages, International Delight and LAND O LAKES coffee creamers and beverages, Horizon Organic and Wallaby Organic premium dairy products and Earthbound Farm organic salads, fruits and vegetables. Our popular plant-based foods and beverages brands in Europe include Alpro and Provamel.

Effective January 1, 2016, we report our results of operations through two reportable segments: Americas Foods & Beverages and Europe Foods & Beverages. This reporting structure aligns with the way our Chief Operating Decision Maker ("CODM"), our CEO, monitors operating performance, allocates resources, and deploys capital. In 2015, we reported results of operations through three reportable segments: Americas Foods & Beverages, Americas Fresh Foods and Europe Foods & Beverages.  In connection with our management restructure in early 2016, we consolidated the historical Americas Foods & Beverages and Americas Fresh Foods segments into a single Americas Foods & Beverages segment. Accordingly, prior year segment data has been recast to reflect this new segment structure.

We sell our products to a variety of customers, including grocery stores, mass merchandisers, club stores, health food stores and convenience stores, as well as through various away-from-home channels, including foodservice outlets. We sell our products primarily through our direct sales force, independent brokers, regional brokers and distributors.

We have an extensive production and supply chain footprint and we utilize twelve production facilities and also rely on third-party co-packers to fulfill our manufacturing needs in North America and Latin America. In Europe, we have strategically positioned three plants in the United Kingdom, Belgium, and France, each supported by an integrated supply chain, and we also utilize third-party co-packers. Furthermore, we utilize a broad commercial partner network to access certain markets in Europe, in addition to our own sales organizations in the United Kingdom, Belgium, Germany, and the Netherlands.

Recent Developments

On July 6, 2016, we entered into a definitive merger agreement with Danone S.A., a société anonyme ("Danone") under which Danone will acquire the Company for $56.25 per share in an all-cash transaction. The transaction has been unanimously approved by the Board of Directors of both companies. On October 4, 2016 stockholders approved our merger agreement with

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Danone. The closing of the merger remains subject to the satisfaction of customary conditions, including the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and approval of the merger by the European Commission pursuant to the EU Merger Regulation.  On October 3, 2016, the United States Department of Justice (“DOJ”) issued a request for additional information, commonly known as a “second request,” which extends the HSR waiting period until the 30^th calendar day after the date that both parties substantially comply with the second request, unless the waiting period terminates earlier.  On October 26, 2016, Danone filed its Form CO with the European Commission. WhiteWave and Danone continue to work with the DOJ and the European Commission to obtain regulatory clearance and approval. We currently expect closing to occur in first quarter 2017, though there can be no assurance regarding timing of completion of regulatory processes.

For additional information regarding the Company and Danone transaction, see Note 16 to the condensed consolidated financial statements within Item 1 of this report on Form 10-Q.

Factors Affecting Our Business and Results of Operations

The following trends have impacted our sales and operating income over the past two years and we believe that they will continue to be factors affecting our business and results of operations in the future:

Acquisitions and Joint Venture

We have grown and may continue to grow our business in part by acquiring new brands and businesses, and forming joint ventures, both in the United States and globally. The addition of acquisitions or joint ventures allows us to leverage our resources and capabilities but can also divert resources and management attention from our day-to-day operations as we integrate them into existing operations.

New Product Introductions

We intend to continue to respond to evolving consumer preferences by delivering innovative products. We have a proven track record of innovation through either creating or largely developing our subcategories and we continue to focus on innovation that we believe will drive increased consumption of our products.

Volatility in Commodity Costs

Our business is heavily dependent on raw materials and other inputs, such as organic and conventional raw milk, butterfat, almonds, organic and non-genetically modified (“non-GMO”) soybeans, coconut, cashews, sweeteners, organic salads, fruits and vegetables, and other commodity costs used in the manufacturing, packaging, and distribution of our products, including utilities, natural gas, resin and diesel fuel. Changes in the costs of raw materials and other inputs historically impacted, and are expected to continue to impact our profitability. Increases in commodity costs have led, and in the future could lead, to price increases across our portfolio to mitigate the impacts of these increased costs.

Consumer Preferences for Nutritious, Flavorful, Convenient, and Responsibly Produced Products

The plant-based foods and beverages, organic salads, fruits and vegetables, coffee creamers and beverages, and premium dairy categories are aligned with emerging consumer preferences for products that are nutritious, flavorful, convenient, and responsibly produced. As a result, we believe these product categories will continue to offer attractive growth opportunities relative to traditional food and beverage categories. Our plant-based foods and beverages and premium dairy products are well positioned within the dairy and dairy alternatives sector, as well as the organic sector. The growth of the organic sector is outpacing the growth of the overall food and beverage industry. In addition, our coffee creamers and beverages continue to benefit from the growth and overall size of the coffee creamers sector.

Manufacturing and Warehousing Capacity Constraints

Our volume growth has required production levels and warehousing above our historical internal capacity. In response, we have relied on our third-party network for some production, which has resulted in higher costs for the production, distribution, and warehousing of our products. In addition, capacity constraints sometimes create the need for us to shift production between internal facilities, which increases overall shipping and warehousing costs. We have increased and are

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increasing internal capacity and will continue to both shift production between internal facilities and utilize our co-packing network, as needed, to meet our production and warehousing requirements.

Matters Affecting Comparability

Our results of operations for the three and nine months ended September 30, 2016 and 2015 were affected by the following:

Acquisitions of IPP, Wallaby, Vega and EIEIO

On June 2, 2016, the Company acquired Innovation Packaging and Process, S.A. DE C.V. ("IPP"). Founded in 2007, IPP is an aseptic beverage co-packer based in San Luis Potosi, Mexico. We funded this acquisition through cash provided from operations. The Company purchased IPP for total cash consideration of $18.1 million. Our preliminary purchase price allocation includes goodwill of $12.3 million, property, plant, and equipment of $9.1 million, intangible assets subject to amortization of $0.6 million related to customer relationships, and liabilities assumed net of working capital items of $3.9 million. Customer relationships are being amortized over a 3 year term. The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their preliminary fair values. Certain estimated values for the acquisition are not yet finalized pending the final purchase price allocations, and as a result, the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized. We have included IPP's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

On August 30, 2015, we completed our acquisition of Wallaby Yogurt Company, Inc. ("Wallaby") for approximately $122.4 million in cash. We funded this acquisition with borrowings under our credit facility. We have included Wallaby's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition. The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes estimated intangible assets of approximately $57.1 million and relate primarily to tradenames. Intangible assets subject to amortization of approximately $9.1 million are being amortized over a 15 year term and relate primarily to customer relationships. During the nine months endedSeptember 30, 2016, we recorded $6.3 million of purchase accounting adjustments to goodwill primarily related to the finalization of the fair value of certain intangible assets.

On August 1, 2015, we completed our acquisition of Sequel Naturals Ltd, the company that owns the Vega brand ("Vega") and is a pioneer and leader in plant-based nutrition products, for approximately $553.6 million in cash funded by borrowings under our credit facility. We have included Vega's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition. The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $296.9 million and relate primarily to tradenames and customer relationships. Intangible assets subject to amortization of approximately $106.9 million are being amortized over a 15 year term and relate primarily to customer relationships. During the nine months endedSeptember 30, 2016, we recorded $4.4 million of purchase accounting adjustments to goodwill primarily related to the finalization of certain income tax matters.

On May 29, 2015, the Company acquired substantially all the assets and liabilities of EIEIO, Inc. ("EIEIO"), which owns the Magicow brand as well as other brands, for $40.2 million in cash. We funded this acquisition with borrowings under our credit facility. The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $21.8 million and relate primarily to tradenames. Intangible assets subject to amortization of approximately $10.2 million are being amortized over a 15 year term and relate primarily to customer relationships. We have included EIEIO's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

Foreign Exchange Movements

Due to the international aspect of our business, our net sales and expenses are influenced by foreign exchange movements. Our exposures to foreign exchange rates are primarily the Euro, British pound, Canadian dollar, Mexican peso and

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Chinese yuan against the U.S. dollar. The financial statements of our Europe Foods & Beverages segment are translated to U.S. dollars. The functional currency of our foreign subsidiaries is generally the local currency of the country of our subsidiary. Accordingly, income and expense items are translated at the average rates prevailing during the period. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains and losses and are recorded in general and administrative expense in the condensed consolidated statements of income.

Results of Operations

The following table presents, for the periods indicated, selected information from our condensed consolidated financial results, including information presented as a percentage of net sales (note: totals may not sum and percentages may not recalculate due to rounding):

	Three months ended September 30,								Nine months ended September 30,
	2016				2015				2016				2015
	Dollars		Percent		Dollars		Percent		Dollars		Percent		Dollars		Percent
	(Dollars in millions)
Total net sales	$	1,053.6	100.0	%	$	1,003.9	100.0	%	$	3,142.9	100.0	%	$	2,838.7	100.0	%
Cost of sales	672.5		63.8	%	652.8		65.0	%	2,037.6		64.8	%	1,852.8		65.3	%
Gross profit (1)	381.1		36.2	%	351.1		35.0	%	1,105.3		35.2	%	985.9		34.7	%
Operating expenses
Selling, distribution and marketing	188.9		17.9	%	187.8		18.7	%	563.2		17.9	%	529.9		18.7	%
General and administrative	82.9		7.9	%	70.2		7.0	%	248.1		7.9	%	215.8		7.6	%
Total operating expenses	271.8		25.8	%	258.0		25.7	%	811.3		25.8	%	745.7		26.3	%
Operating income	109.3		10.4	%	93.1		9.3	%	294.0		9.4	%	240.2		8.5	%
Interest and other expenses, net	19.6				18.6				55.4				46.0
Income tax expense	29.2				21.8				79.3				64.2
Loss in equity method investments	2.5				2.7				6.9				9.2
Net income	$	58.0			$	50.0			$	152.4			$	120.8

   ____________________________________

(1) We include certain shipping and handling costs within selling, distribution, and marketing expense. As a result, our gross profit may not be comparable to other companies that present all shipping and handling costs as a component of cost of sales.

The key performance indicators for our reportable segments are net sales, gross profit, and operating income, which are presented in the segment results tables and discussion below.

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015

Consolidated Results

Total net sales — Total net sales by segment are shown in the table below (note: totals may not sum due to rounding):

	Three months ended September 30,
	2016		2015		$ Increase		% Increase
	(Dollars in millions)
Americas Foods & Beverages	$	909.5	$	869.1	$	40.4	4.6	%
Europe Foods & Beverages	144.1		134.8		9.3		6.9	%
Total net sales	$	1,053.6	$	1,003.9	$	49.7	5.0	%

The changes in total net sales were due to the following (note: totals may not sum due to rounding):

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	Change in net sales Three months ended September 30, 2016 vs. September 30, 2015
	Acquisitions		Volume			Pricing, product mix and currency changes			Total increase
	(Dollars in millions)
Americas Foods & Beverages	$	25.7	$	(2.1	)	$	16.9		$	40.4
Europe Foods & Beverages	—		20.4			(11.1		)	9.3
Total change in net sales	$	25.7	$	18.3		$	5.8		$	49.7

Total net sales — Consolidated total net sales increased$49.7 million, or 5.0%, for the three months ended September 30, 2016 compared to the same period in 2015. This increase was driven by acquisitions within the last year, which contributed 2.6 percentage points of growth, along with organic growth that was largely volume driven with an additional contribution from a favorable mix. The increase was partially offset by an unfavorable currency impact of approximately 90 basis points.

Cost of sales — Cost of sales increased$19.7 million, or 3.0%, for the three months ended September 30, 2016 compared to the same period in 2015. This increase was principally driven by higher sales volumes, including the impact of acquisitions, partially offset by lower raw material costs, $1.2 million of foreign currency translation, and $0.4 million of mark-to-market gains on commodity hedges compared to losses of $1.1 million in the same period of 2015.

Gross profit — Gross profit margin increased to 36.2% for the three months ended September 30, 2016 compared to 35.0% for the same period in 2015 as an increase in the Americas Foods & Beverages segment offset the currency related decline in the Europe Foods & Beverages segment. Currency impact reduced gross margin by approximately 40 basis points.

Operating expenses — Total operating expenses increased$13.8 million, or 5.3%, for the three months ended September 30, 2016 compared to the same period in 2015.

Selling, distribution and marketing expense increased$1.1 million for the three months ended September 30, 2016 compared to the same period in 2015. This increase was driven primarily by volume related growth in selling expense, including incremental growth from acquisitions, which was partially offset by $1.4 million of gains on commodity hedges compared to losses of $2.9 million in 2015, as well as cost savings in both the Americas Foods & Beverages and Europe Foods & Beverages segments.

General and administrative expense increased$12.7 million for the three months ended September 30, 2016 compared to the same period in 2015, due principally to the impact of acquisitions, as well as higher employee-related costs. Costs related to management of our joint venture investment in China was $0.8 million compared to $1.1 million in the third quarter of 2015. During the third quarter of 2016, we incurred $1.2 million of integration costs related to acquisitions, down from $2.1 million incurred in the same quarter of 2015. Also during the quarter, we incurred $7.6 million of transaction costs related to the planned merger with Danone and other merger and acquisition activities compared to $7.0 million of transaction costs related to acquisitions in the same quarter of 2015. Offsetting the prior year transaction costs related to acquisitions was a $7.9 million gain recognized on the negotiated purchase price settlement of the Earthbound Farm acquisition that occurred after purchase accounting was closed.

Interest and other expenses, net — Interest and other expenses, net for the three months ended September 30, 2016increased$1.0 million compared to the same period in 2015. The increase was primarily driven by higher debt levels outstanding during the quarter due to the acquisitions completed in 2015 and continued capital investments. These increases were partially offset by a mark-to-market gain on our interest rate swaps of $0.5 million in the third quarter of 2016 compared to a $2.3 million mark-to-market loss in the same quarter of 2015.

Income tax expense — The effective tax rate for the three months ended September 30, 2016 was 32.5% compared to 29.3% for the three months ended September 30, 2015. The increase in the effective tax rate was due primarily to a decrease in favorable return to provision adjustments in 2015 related to changes in estimates associated with a credit for qualified research activities and an increase in the U.S. manufacturing deduction. The increase in the effective tax rate was partially offset by changes in the mix of income before income taxes between the U.S. and foreign countries, which were principally driven by an increase in the investment deduction in Belgium and the generally lower foreign tax rates associated with our Vega acquisition. Changes in the relative profitability of our operating segments, as well as changes to federal, state and foreign tax laws may cause the rate to change from historical rates.

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Loss in equity method investments — Our share of the loss related to the China joint venture was $2.2 million in the three months ended September 30, 2016 compared to $2.5 million in the same period of 2015. Our share of the loss related to our other equity investment was $0.3 million and $0.2 million for the three months ended September 30, 2016 and 2015, respectively.

Americas Foods & Beverages Segment Results

The following table presents certain financial information concerning our Americas Foods & Beverages segment’s financial results (note: totals may not sum and percentages may not recalculate due to rounding):

	Three months ended September 30,
	2016				2015
	Dollars		Percent		Dollars		Percent		$ Change		% Change
	(Dollars in millions)
Total net sales	$	909.5	100.0	%	$	869.1	100.0	%	$	40.4	4.6	%
Cost of sales	588.6		64.7	%	578.3		66.5	%	10.3		1.8	%
Gross profit	320.8		35.3	%	290.8		33.5	%	30.0		10.3	%
Operating expenses	200.5		22.0	%	196.1		22.6	%	4.4		2.2	%
Operating income	$	120.4	13.2	%	$	94.7	10.9	%	$	25.7	27.1	%

Total net sales — Total net sales increased$40.4 million, or 4.6%, for the three months ended September 30, 2016 compared to the same period in 2015. This increase was driven by acquisitions within the last year, which contributed $25.7 million in net sales in the quarter, and organic growth from a favorable mix that was partially offset by pricing. These increases were partially offset by a $0.1 million unfavorable impact of currency translation driven by the strengthening of the U.S. dollar compared to the Canadian dollar and the Mexican peso.

Net sales in the Plant-based Foods and Beverages platform increased9.7% behind contributions from acquisitions and organic growth. The acquisitions of Vega and IPP contributed 6.1 percentage points of growth. Organic growth was driven by increased sales of plant-based yogurts, frozen desserts, and nutritional offerings, which was partially offset by a decline in soy beverages of $4.6 million. Sales and market share performance in plant-based beverages were hampered by a transition to new Silk packaging designs that negatively impacted shelf presence and brand shoppability, along with a significant increase in competitive promotional and marketing activity during the quarter.

Net sales in the Coffee Creamers and Beverages platform increased8.9%. This growth was primarily driven by higher volumes from new product introductions, including Stok cold-brew coffees and new flavors of International Delight iced-coffees, along with increases in flavored creamers, plant-based creamers and organic dairy creamers driven by expanded distribution and increased velocities.

Premium Dairy platform net sales increased 5.3%. This growth was principally driven by the acquisition of Wallaby, which contributed 5.3 percentage points of growth. Net sales across the balance of the platform were essentially flat compared to the prior year period and in line with management expectations due to continued historically high price gaps to conventional milks.

Fresh Foods platform sales decreased12.8% primarily due to supply chain-related constraints hampering order fulfillment in the quarter, along with continued lower retail distribution levels following the SAP implementation-related business disruptions experienced in the fourth quarter of 2015. The platform continues to focus on supply chain enhancements and customer service improvements to rebuild distribution levels.

Cost of sales — Cost of sales increased$10.3 million, or 1.8%, for the three months ended September 30, 2016 compared to the same period in 2015. This increase was driven by the impact of acquisitions, along with underlying volume increases, partially offset by decreases in commodity costs including $0.4 million of gains on our commodity hedges compared to losses of $1.1 million in the same period of 2015.

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Gross profit — Gross profit margin increased180 basis points to 35.3% for the three months ended September 30, 2016. The increase was primarily driven by a favorable product mix, including the impact of acquisitions, and lower commodity costs.

Operating expenses — Operating expenses increased$4.4 million, or 2.2%, for the three months ended September 30, 2016 compared to the same period in 2015. This increase was primarily due to incremental expenses attributable to acquisitions and higher employee-related costs, partially offset by lower distribution expense and other cost saving initiatives. During the quarter, we incurred $0.8 million of integration costs related to acquisitions, compared to $2.0 million in the same period of 2015.

Europe Foods & Beverages Segment Results

The following table presents certain financial information concerning our Europe Foods & Beverages segment’s financial results (note: totals may not sum due to rounding):

	Three months ended September 30,
	2016				2015
	Dollars		Percent		Dollars		Percent		$ Change			% Change
	(Dollars in millions)
Total net sales	$	144.1	100.0	%	$	134.8	100.0	%	$	9.3		6.9	%
Cost of sales	83.8		58.2	%	74.5		55.3	%	9.3			12.5	%
Gross profit	60.4		41.9	%	60.3		44.7	%	0.1			0.2	%
Operating expenses	43.0		29.8	%	41.3		30.6	%	1.7			4.1	%
Operating income	$	17.3	12.0	%	$	19.0	14.1	%	$	(1.7	)	(8.9	)%

Total net sales — Net sales increased$9.3 million, or 6.9%, for the three months ended September 30, 2016 compared to the same period in 2015. The increase was driven principally by continued strong volume growth led by increases in nut-based, coconut and oat beverages, and strong growth in plant-based yogurts. Net sales growth was partially offset by unfavorable foreign currency translation, which reduced growth by 6.4 percentage points.

Cost of sales — Cost of sales increased$9.3 million, or 12.5%, for the three months ended September 30, 2016 compared to the same period in 2015 driven by higher sales volumes, unfavorable mix and higher depreciation, which was partially offset by cost leverage from increased internal production and currency translation which decreased cost of sales by $1.1 million.

Gross profit — Gross profit margin decreased to 41.9% for the three months ended September 30, 2016 compared to 44.7% for the same period in 2015, primarily due to currency translation which had an unfavorable impact of approximately 250 basis points, as well as higher levels depreciation expense and warehousing costs.

Operating expenses — Operating expenses increased$1.7 million, or 4.1%, for the three months ended September 30, 2016 compared to the same period in 2015. The increase was primarily driven by higher general and administrative expenses as a result of investments in personnel and infrastructure, and higher distribution costs due to increased volumes that was largely offset by efficiencies from greater levels of internal production.

Nine Months EndedSeptember 30, 2016 Compared to Nine Months EndedSeptember 30, 2015

Consolidated Results

Total net sales — Total net sales by segment are shown in the table below (note: totals may not sum due to rounding):

	Nine months ended September 30,
	2016		2015		$ Increase		% Increase
	(Dollars in millions)
Americas Foods & Beverages	$	2,702.7	$	2,440.4	$	262.3	10.7	%
Europe Foods & Beverages	440.3		398.2		42.1		10.6	%
Total net sales	$	3,142.9	$	2,838.6	$	304.3	10.7	%

The changes in total net sales were due to the following (note: totals may not sum due to rounding):

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	Change in net sales Nine months ended September 30, 2016 vs. September 30, 2015
	Acquisitions		Volume		Pricing, product mix and currency changes			Total increase
	(Dollars in millions)
Americas Foods & Beverages	$	152.9	$	64.0	$	45.4		$	262.3
Europe Foods & Beverages	—		57.4		(15.3		)	42.1
Total change in net sales	$	152.9	$	121.4	$	30.1		$	304.3

Total net sales — Consolidated total net sales increased$304.3 million, or 10.7%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015. This increase was driven by a combination of acquisitions within the last year, which contributed 5.4 percentage points of growth, and organic growth that was largely volume driven with additional contributions from pricing and a favorable mix. The increase was partially offset by an unfavorable currency impact of approximately 65 basis points.

Cost of sales — Cost of sales increased$184.8 million, or 10.0%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015. This increase was principally driven by higher sales volumes, including the impact of acquisitions, partially offset by $2.3 million of foreign currency translation and $3.1 million of gains on our commodity hedges compared to $0.3 million in the same period of 2015. Costs were also impacted by the $2.2 million first quarter 2016 write-off of a warehouse in the Europe Foods & Beverages segment and $10.2 million of costs related to the SAP implementation within the Fresh Foods platform in the Americas Foods & Beverages segment.

Gross profit — Gross profit margin increased to 35.2% for the nine months endedSeptember 30, 2016 from 34.7% for the same period in 2015. This increase was primarily driven by a favorable mix of products sold, increased costs leverage from higher volumes, including a margin benefit from acquisitions, partly offset by currency impacts that reduced gross margin by approximately 30 basis points.

Operating expenses — Total operating expenses increased$65.6 million, or 8.8%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015.

Selling, distribution and marketing expense increased$33.3 million for the nine months endedSeptember 30, 2016 compared to the same period in 2015. This increase was driven primarily by an increase in distribution and selling costs driven by higher sales volumes, including the impact of acquisitions, along with higher marketing expenses. These increases were partially offset by $7.3 million of gains on our commodity hedges compared to $0.7 million in the same period of 2015.

General and administrative expense increased$32.3 million for the nine months endedSeptember 30, 2016 compared to the same period in 2015, due principally to the impact of acquisitions and higher employee-related costs. Cost related to management of our joint venture investment in China was $2.7 million for the nine months endedSeptember 30, 2016 and 2015. During the nine months endedSeptember 30, 2016, we incurred $5.9 million of integration costs related to acquisition activities, of which $1.9 million related to the SAP implementation within the Fresh Foods platform, compared to $6.9 million of integration costs related to acquisitions in the same period of 2015. Also during the nine months ended September 30. 2016, we incurred $11.2 million of transaction costs related to the planned merger with Danone and other merger and acquisition activities compared to $9.8 million of transaction costs related to acquisitions in the prior year. Offsetting the prior year transaction costs related to acquisitions was a $7.9 million gain recognized on the negotiated purchase price settlement of the Earthbound Farm acquisition that occurred after purchase accounting was closed.

Interest and other expenses, net — Interest and other expenses, net for the nine months endedSeptember 30, 2016increased$9.4 million compared to the same period in 2015. The increase was driven by higher debt levels outstanding during the first nine months primarily due to acquisitions completed in 2015 and continued capital investments. These increases were partially offset by lower mark-to-market losses on our interest rate swaps of $2.1 million for the nine months endedSeptember 30, 2016 compared to $7.1 million in the same period of 2015.

Income tax expense — The effective tax rate for the nine months endedSeptember 30, 2016 was 33.2% compared to 33.1% for the nine months endedSeptember 30, 2015. The increase in the effective tax rate was due primarily to a decrease in favorable return to provision adjustments in 2015 related to changes in estimates associated with a credit for qualified research activities and an increase in the U.S. manufacturing deduction. The increase in the effective tax rate was partially offset by

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changes in the mix of income before income taxes between the U.S. and foreign countries, which were principally driven by an increase in the investment deduction in Belgium and the generally lower foreign tax rates associated with our Vega acquisition. Changes in the relative profitability of our operating segments, as well as changes to federal, state and foreign tax laws may cause the rate to change from historical rates.

Loss in equity method investments — Our share of the loss related to the China joint venture was $6.1 million in the nine months endedSeptember 30, 2016 compared to $8.7 million in the same period of 2015. This decrease was due to heavy start-up costs in the first quarter of 2015 compared to same period of 2016. Our share of the loss related to our other equity investment was $0.8 million and $0.6 million for the nine months endedSeptember 30, 2016 and 2015, respectively.

Americas Foods & Beverages Segment Results

The following table presents certain financial information concerning our Americas Foods & Beverages segment’s financial results (note: totals may not sum due to rounding):

	Nine months ended September 30,
	2016				2015
	Dollars		Percent		Dollars		Percent		$ Change		% Change
	(Dollars in millions)
Total net sales	$	2,702.7	100.0	%	$	2,440.4	100.0	%	$	262.3	10.7	%
Cost of sales	1,782.9		66.0	%	1,630.0		66.8	%	152.9		9.4	%
Gross profit	919.8		34.0	%	810.4		33.2	%	109.4		13.5	%
Operating expenses	597.8		22.1	%	544.9		22.3	%	52.9		9.7	%
Operating income	$	322.0	11.9	%	$	265.5	10.9	%	$	56.5	21.3	%

Total net sales — Total net sales increased$262.3 million, or 10.7%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015. This increase was driven by volume growth, including acquisitions within the last year which contributed $152.9 million in net sales year-to-date and 6.3 percentage points of growth, and a favorable mix. These increases were partially offset by a $3.5 million unfavorable impact of currency translation driven by the strengthening of the U.S. dollar compared to the Canadian dollar and the Mexican peso.

Net sales in the Plant-based Foods and Beverages platform increased20.5%, with the acquisition of Vega and IPP contributing 15.2 percentage points of growth, collectively, and organic growth. Organic growth was primarily driven by increased sales of plant-based yogurts and frozen desserts, coconut beverages and nut-based beverages, including almond and cashew products, which was partially offset by declines in soy beverages of $13.3 million.

Net sales growth in the Coffee Creamers and Beverages platform increased11.2%. This performance was primarily driven by organic growth largely from increased volumes, with the acquisition of EIEIO contributing 1.1 percentage point growth. Organic growth was primarily driven by new product introductions, including Stok cold-brewed coffees, along with increases in flavored creamers, plant-based creamers and organic dairy creamers driven by expanded distribution and improved velocities, along with some benefit of pricing taken in the third quarter of 2015.

Premium Dairy platform sales growth of 10.4% was principally driven by the acquisition of Wallaby, which contributed 7.5 percentage points of growth. Excluding Wallaby, growth was largely driven by growth in refrigerated and aseptic milks driven by higher pricing taken in the second quarter of 2015 to offset the rising costs of organic milk, along with growth in organic cheese.

Fresh Foods platform net sales decreased4.9% for the nine months endedSeptember 30, 2016 primarily due to lower packaged salad volumes as a result of supply chain constraints and lower distribution, partially offset by higher pricing. The platform continues to focus on supply chain enhancements and customer service improvements to rebuild distribution levels following the SAP implementation-related business disruptions experienced in the fourth quarter of 2015.

Cost of sales — Cost of sales increased$152.9 million, or 9.4%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015. This increase was driven by the impact of acquisitions, along with underlying volume increases, partially offset by $3.1 million of gains on our commodity hedges compared to $0.3 million in the same period of 2015. Costs were also impacted by $10.2 million of costs as a result of the SAP implementation at the Fresh Foods platform.

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Gross profit — Gross profit margin increased80 basis points to 34.0% for the nine months endedSeptember 30, 2016. The increase was primarily driven by a favorable product mix, including the impact of acquisitions, and pricing that offset increased commodity costs. Margin improvement was partially offset by the approximate 40 basis point impact of the SAP implementation related costs.

Operating expenses — Operating expenses increased$52.9 million, or 9.7%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015. The increase was primarily due to incremental expenses attributed to acquisitions and marketing investments, higher selling and distribution costs related to increased volumes, and higher employee-related costs. During the nine months ended September 30, 2016, we incurred $5.5 million of integration costs related to merger and acquisition activities, including the SAP implementation within the Fresh Foods platform, compared to $6.8 million in the same period of 2015.

Europe Foods & Beverages Segment Results

The following table presents certain financial information concerning our Europe Foods & Beverages segment’s financial results (note: totals may not sum due to rounding):

	Nine months ended September 30,
	2016				2015
	Dollars		Percent		Dollars		Percent		$ Change		% Change
	(Dollars in millions)
Total net sales	$	440.3	100.0	%	$	398.2	100.0	%	$	42.1	10.6	%
Cost of sales	254.7		57.8	%	222.8		56.0	%	31.9		14.3	%
Gross profit	185.6		42.2	%	175.4		44.0	%	10.2		5.8	%
Operating expenses	132.5		30.1	%	125.3		31.5	%	7.2		5.7	%
Operating income	$	53.0	12.0	%	$	50.1	12.6	%	$	2.9	5.8	%

Total net sales — Net sales increased$42.1 million, or 10.6%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015. The increase was driven principally by continued strong volume growth and a favorable mix, led by nut-based, coconut and oat beverages, and strong growth in our plant-based yogurts. Net sales growth was partially offset by unfavorable foreign currency translation which reduced growth by 3.8 percentage points.

Cost of sales — Cost of sales increased$31.9 million, or 14.3%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015 driven by higher sales volumes, unfavorable mix, higher depreciation, and negative currency impacts. In addition, during the first quarter of 2016, we wrote off $2.2 million in fixed assets related to the demolition of the Wevelgem warehouse in connection with European capacity expansion. Currency translation increased cost of sales by $2.2 million.

Gross profit — Gross profit margin decreased to 42.2% for the nine months endedSeptember 30, 2016 compared to 44.0% for the same period in 2015. The warehouse write off had an unfavorable impact on gross margins of approximately 50 basis points and currency translation contributed an additional unfavorable impact of approximately 150 basis points.

Operating expenses — Operating expenses increased$7.2 million, or 5.7%, for the nine months endedSeptember 30, 2016 compared to the same period in 2015. The increase was primarily driven by higher general and administrative expenses as a result of investments in personnel and infrastructure, increased marketing investments, and higher distribution costs from increased volumes that was largely offset by increased internal production and shipping efficiencies. Currency translation increased operating expenses by $3.4 million.

Liquidity and Capital Resources

Debt Facilities

On November 6, 2015, the Company entered into the fourth amendment to its existing senior secured credit facility (the “Fourth Amendment”), which among other things extended the maturity dates of the revolving credit facility and the term loan A-1 credit facility to November 6, 2020 and the term loan A-2 credit facility to November 6, 2022 and increased the term loan on both the A-1 and A-2 credit facilities to $750 million. In addition, the Fourth Amendment modified the maximum consolidated senior secured net leverage ratio to be set at 4.00 to 1.0 at all times.

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As of October 31, 2016, we had outstanding borrowings of $1.6 billion under our $2.5 billion senior secured credit facilities, which consisted of $1.5 billion of term loan borrowings and $137.9 million borrowed under our $1.0 billion revolving credit facility commitment. We further had $9.0 million in outstanding letters of credit issued under our revolving credit facility. We had the ability to incur up to a maximum of approximately $825 million of additional indebtedness as governed by the current financial covenants under our senior secured credit facility, assuming such proceeds are not utilized to acquire additional businesses or operations.

The senior secured credit facilities are secured by security interests and liens on substantially all of our assets and the assets of our domestic subsidiaries. The senior secured credit facilities are guaranteed by our material domestic subsidiaries. As of October 31, 2016, borrowings under our senior secured credit facilities bore interest at a rate of LIBOR plus 1.75% per annum for the $1.0 billion revolving commitment and the $721.9 million currently outstanding on the term loan A-1 facility and LIBOR plus 2.00% per annum for the $744.4 million currently outstanding on the term loan A-2 facility.

The completion of the Merger of the Company with a wholly-owned subsidiary of Danone will trigger a change of control default under the senior secured credit facilities; however, under the Merger Agreement, Danone has agreed to repay the facility at closing if the change of control default provision is not modified or waived.

Alpro maintains a revolving credit facility not to exceed €30.0 million or its currency equivalent. The facility is unsecured and guaranteed by the Company. The Alpro revolving credit facility is available for working capital and other general corporate purposes of Alpro and for the issuance of up to €30.0 million letters of credit or its currency equivalent. At October 31, 2016 and December 31, 2015, Alpro did not have any outstanding borrowings. The facility matures on June 29, 2017.

Vega maintains an uncommitted revolving credit facility not to exceed $15.0 million CAD. The facility is unsecured and guaranteed by the Company. The facility is available for working capital and other general corporate purposes of Vega. At October 31, 2016, there were no amounts outstanding in borrowings under the facility. At December 31, 2015, there was $7.1 million CAD ($5.1 million USD) outstanding in borrowings under the facility.

As of September 30, 2016, we were in compliance with all related (or associated) covenants under our debt facilities.

Liquidity

Based on current and anticipated level of operations, we believe that our cash on hand, together with operating cash flows, and amounts expected to be available under our senior secured credit facilities, will be sufficient to meet our anticipated liquidity needs over the next twelve months. Our anticipated uses of cash include capital expenditures, working capital needs, other general corporate purposes, and financial obligations such as payments under the senior secured credit facility. In addition, we also evaluate and consider strategic acquisitions, divestitures, joint ventures, and stock repurchases, as well as other transactions to create stockholder value and enhance financial performance. Such transactions may require cash expenditures by us or generate proceeds for us. In connection with such transactions, or to fund other anticipated uses of cash, we may modify our senior secured credit facilities, seek additional debt financing or issue equity securities.

As of September 30, 2016, $47.8 million of our total cash on hand was attributable to our foreign operations and currently domiciled outside the U.S. We anticipate permanently reinvesting our foreign earnings outside the U.S.

Capital Resources

Our Board of Directors has authorized a share repurchase program, under which the Company may repurchase up to $150.0 million of its common stock. The primary purpose of the program is to offset dilution from the Company’s equity compensation plans, but the Company also may make discretionary purchases. Shares may be repurchased under the program from time to time in one or more open market or other transactions, at the discretion of the Company, subject to market conditions and other factors. The authorization to repurchase shares will end when the Company has repurchased the maximum amount of shares authorized, or the Company’s Board of Directors has determined to discontinue such repurchases. To date, no shares have been repurchased under the share repurchase program.

Historical Cash Flow

The following table summarizes our cash flows from operating, investing, and financing activities (note: totals may not sum and percentages may not recalculate due to rounding):

47

	Nine months ended September 30,
	2016			2015			Change
	(In millions)
Net cash flows from:
Operating activities	$	207.0		$	169.0		$	38.0
Investing activities	(184.8		)	(895.9		)	711.1
Financing activities	(5.8		)	696.9			(702.7		)
Effect of exchange rate changes on cash and cash equivalents	(2.4		)	8.8			(11.2		)
Net increase (decrease) in cash and cash equivalents	$	13.9		$	(21.2	)	$	35.1

Operating Activities

Net cash provided by operating activities was $207.0 million for the nine months endedSeptember 30, 2016 compared to $169.0 million for the nine months endedSeptember 30, 2015. The primary drivers of the increase in cash from operating activities was an increase in net income after adjustments for items such as depreciation and amortization and deferred income taxes offset by a decrease in cash provided from operating assets and liabilities. The decrease in cash provided from operating assets and liabilities was primarily due to an increase in prepaid expense and other assets driven primarily by an increase in income tax receivable due to timing and advance payments related to agricultural operations; along with lower accounts payable and accruals driven by the timing of cash disbursements related to outstanding payments at the end of 2015 relative to the end of 2014, and higher cash payments of employee bonuses in the first nine months of 2016 compared to 2015 as a result of higher operating results in 2015 compared to 2014 and increases in headcount. These decreases in operating liabilities were partially offset by a lesser increase in accounts receivable related to a more significant increase in sales during the first nine months of 2015 to 2016, and a lower increase in inventory in relation to sales primarily due a specific reduction of inventory related to a co-manufacturer transition in 2016.

Investing Activities

Net cash used in investing activities was $184.8 million for the nine months endedSeptember 30, 2016 compared to net cash used in investing activities of $895.9 million for the nine months endedSeptember 30, 2015. The decrease was primarily driven by a $690.2 milliondecrease in payments for acquisitions and a lower level of capital expenditures in 2016.

Financing Activities

Net cash used in financing activities was $5.8 million for the nine months endedSeptember 30, 2016 compared to net cash provided of $696.9 million for the nine months endedSeptember 30, 2015. The decrease in the amount of cash from financing activities from 2015 was driven primarily by the lower amount of financing related to acquisition activities.

Contractual Obligations and Other Long-Term Liabilities

There have been no material changes in the information provided in Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Contractual Obligations and Other Long-Term Liabilities” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Off-Balance Sheet Arrangements

As of September 30, 2016, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies

The process of preparing our consolidated financial statements in conformity with generally accepted accounting principles requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and judgments are based on historical experience, future expectations, and other factors and assumptions we believe to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. Actual results may differ materially from these estimates. We have identified the following policies as critical accounting policies:

• Goodwill and Intangible Assets, Purchase Price Allocation;

48

• Revenue Recognition, Sales Incentives, and Trade Accounts Receivable;

• Share-Based Compensation;

• Property, Plant, and Equipment; and

• Income Taxes.

These critical accounting policies are discussed in more detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 1 to the unaudited condensed consolidated financial statements within Item 1 of this report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the Quantitative and Qualitative Disclosures About Market Risk disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, with assistance from other members of management, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”) and, based upon such evaluation, have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ending September 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II — Other Information

Item 1. Legal Proceedings

On July 12, 2016, plaintiff Kenneth Bottesi, a purported stockholder of WhiteWave, filed a putative class action lawsuit in the District Court for the City and County of Denver, Colorado, against WhiteWave, its directors, Danone, and July Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Danone ("Merger Sub"), challenging the proposed merger between WhiteWave and Danone (Bottesi v. The WhiteWave Foods Company, et al.). The complaint alleged that the WhiteWave directors breached their fiduciary duties in connection with the proposed merger, and that WhiteWave, Danone, and Merger Sub aided and abetted the directors’ alleged breaches of fiduciary duty. On September 6, 2016, plaintiff Bottesi voluntarily dismissed his claims with prejudice.

Between August 8 and August 15, four (4) putative class action lawsuits were filed in the United States District Court for the District of Colorado, each asserting a claim for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 against WhiteWave and its directors and a claim for violations of Section 20(a) of the Exchange Act against the WhiteWave Board of Directors (Malkoff v. Engles, et al., Vanden Berge v. Engles, et al., McDonald v. The WhiteWave Foods Company, et al, and Gilhousen v. Engles, et al.). On August 23, 2016, the court ordered the Malkoff, Vanden Berge, McDonald, and Gilhousen actions be consolidated (the “Consolidated Action”). On September 13, 2016, the United States District Court for the District of Colorado dismissed the Consolidated Action, with prejudice.

On August 23, 2016, a fifth putative class action lawsuit was filed in the United States District Court for the District of Colorado, asserting a claim for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 against WhiteWave and its directors and a claim for violations of Section 20(a) of the Exchange Act against the WhiteWave Board of Directors and Danone (Louie v. The WhiteWave Foods Company et al.). On September 9, 2016, Plaintiff Edward Louie dismissed the action with prejudice.   

49

The Company has agreed, after arm’s-length negotiations to pay plaintiffs in the Bottesi action, Consolidated Action and Louie action a combined fee and expense payment of $0.5 million , for having caused the Company to make certain supplemental disclosures to the Definitive Proxy Statement regarding the proposed merger, which supplemental disclosures were included in a Current Report on Form 8-K filed with the SEC on September 9, 2016. No court has approved, and no court will approve, the fee and expense payment.

On September 19, 2016, a putative class action lawsuit was filed in the United States District Court for the District of Colorado challenging the proposed merger between WhiteWave and Danone by City of Dearborn Heights Act 345 Police & Retirement System, a purported stockholder of WhiteWave, against WhiteWave, its directors, Danone, and Merger Sub. The complaint alleges that the directors of WhiteWave breached their fiduciary duties in connection with the proposed merger by, among other things, conducting an allegedly unfair and inadequate sale process, agreeing to an allegedly unfair and inadequate price, agreeing to deal protection devices that allegedly preclude other potential bidders from making competing bids for WhiteWave, allegedly failing to protect against certain purported conflicts of interest, and allegedly failing to disclose all material information to WhiteWave stockholders in connection with the proposed merger, and that Danone and Merger Sub aided and abetted such alleged breaches of fiduciary duty. The complaint further asserts a claim for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 against WhiteWave and its directors, and a claim for violations of Section 20(a) of the Exchange Act against the WhiteWave directors, Danone, and Merger Sub for allegedly disseminating a materially misleading proxy statement in connection with the proposed merger. The complaint seeks, among other things, rescissory damages, and costs, including attorneys’ and experts’ fees. WhiteWave believes the lawsuit is without merit.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 except as previously disclosed in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016.

Item 2C. Issuer Purchases of Equity Securities

On May 23, 2013, the Company announced that its Board of Directors had authorized a share repurchase program, under which the Company may repurchase up to $150.0 million of its common stock. As of September 30, 2016, no shares of common stock have been repurchased under this program. There is no expiration date for the program, and the authorization to repurchase shares will end when the Company has repurchased the maximum amount of shares authorized, or the Company’s Board of Directors has determined to discontinue such repurchases.

50

Item 5. Other Information

None.

Item 6. Exhibits

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

Attached as Exhibit 101 to this report are the following materials from the WhiteWave Foods Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015, (ii) the Condensed Consolidated Statements of Income for the three and nine months endedSeptember 30, 2016 and 2015, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months endedSeptember 30, 2016 and 2015, (iv) the Condensed Consolidated Statements of Equity for the nine months endedSeptember 30, 2016 and 2015, (v) the Condensed Consolidated Statements of Cash Flows for the nine months endedSeptember 30, 2016 and 2015, and (vi) Notes to Condensed Consolidated Financial Statements.

In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

51

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE WHITEWAVE FOODS COMPANY

/s/ James T. Hau

James T. Hau

Vice President and Chief Accounting Officer

November 9, 2016

52

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Gregg L. Engles, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The WhiteWave Foods Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and we have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Gregg L. Engles

Chairman and Chief Executive Officer

November 9, 2016

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Gregory S. Christenson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The WhiteWave Foods Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and we have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Gregory S. Christenson

Chief Financial Officer

November 9, 2016

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of The WhiteWave Foods Company (the “Company”) for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg L. Engles, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gregg L. Engles

Chairman and Chief Executive Officer

November 9, 2016

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of The WhiteWave Foods Company (the “Company”) for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory S. Christenson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gregory S. Christenson

Chief Financial Officer

November 9, 2016

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 31, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Trading Symbol	WWAV
Entity Registrant Name	WHITEWAVE FOODS Co
Entity Central Index Key	0001555365
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		177,228,763

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 52,490	$ 38,610
Trade receivables, net of allowance of $1,861 and $2,127	284,239	257,548
Inventories	296,083	270,737
Prepaid expenses and other current assets	68,777	39,782
Total current assets	701,589	606,677
Equity method investments	23,555	30,772
Property, plant, and equipment, net	1,204,169	1,137,521
Identifiable intangible and other assets, net	1,048,126	1,038,577
Goodwill	1,435,272	1,415,322
Total Assets	4,412,711	4,228,869
Current liabilities:
Accounts payable and accrued expenses	514,337	549,713
Current portion of debt and capital lease obligations	46,374	51,449
Income taxes payable	5,198	3,043
Total current liabilities	565,909	604,205
Long-term debt and capital lease obligations, net of debt issuance costs	2,077,216	2,078,940
Deferred income taxes	303,596	293,326
Other long-term liabilities	49,631	41,490
Total liabilities	2,996,352	3,017,961
Commitments and Contingencies (Note 12)
Shareholders’ equity:
Preferred stock, $0.01 par value; 170,000,000 shares authorized, no shares issued and outstanding at September 30, 2016 and December 31, 2015	0	0
Common stock, $0.01 par value; 1,700,000,000 shares authorized, 177,222,669 issued and outstanding at September 30, 2016; 176,246,199 issued and outstanding at December 31, 2015	1,772	1,762
Additional paid-in capital	943,833	914,975
Retained earnings	578,111	425,705
Accumulated other comprehensive loss	(107,357)	(131,534)
Total shareholders’ equity	1,416,359	1,210,908
Total Liabilities and Shareholders’ Equity	$ 4,412,711	$ 4,228,869

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Trade receivables, allowance	$ 1,861	$ 2,127
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	170,000,000	170,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,700,000,000	1,700,000,000
Common stock, shares issued (in shares)	177,222,669	176,246,199
Common stock, shares outstanding (in shares)	177,222,669	176,246,199

XML

Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Net sales	$ 1,053,598	$ 1,003,888	$ 3,142,941	$ 2,838,661
Cost of sales	672,479	652,757	2,037,647	1,852,797
Gross profit	381,119	351,131	1,105,294	985,864
Operating expenses:
Selling, distribution and marketing	188,909	187,784	563,218	529,856
General and administrative	82,883	70,235	248,084	215,824
Total operating expenses	271,792	258,019	811,302	745,680
Operating income	109,327	93,112	293,992	240,184
Other expense:
Interest expense	18,655	15,979	50,772	38,580
Other expense, net	940	2,549	4,668	7,337
Total other expense	19,595	18,528	55,440	45,917
Income before income taxes	89,732	74,584	238,552	194,267
Income tax expense	29,194	21,831	79,290	64,227
Income before loss in equity method investments	60,538	52,753	159,262	130,040
Loss in equity method investments	2,501	2,731	6,856	9,227
Net income	$ 58,037	$ 50,022	$ 152,406	$ 120,813
Weighted average common shares:
Basic (in shares)	177,185,368	175,846,533	176,902,352	175,290,113
Diluted (in shares)	181,511,335	180,444,521	180,952,569	180,006,702
Net income per share:
Basic (in dollars per share)	$ 0.33	$ 0.28	$ 0.86	$ 0.69
Diluted (in dollars per share)	$ 0.32	$ 0.28	$ 0.84	$ 0.67

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 58,037	$ 50,022	$ 152,406	$ 120,813
Other comprehensive income (loss), net of tax
Change in defined benefit pension plan, net of tax benefit/(expense) of $5, $4, $13 and ($78)	(9)	(7)	(26)	155
Foreign currency translation adjustment	488	(13,305)	25,191	(40,553)
Change in fair value of derivative instruments, net of tax benefit of $56, $292, $4 and $259	166	(1,509)	(988)	(1,446)
Other comprehensive income (loss), net of tax	645	(14,821)	24,177	(41,844)
Comprehensive income	$ 58,682	$ 35,201	$ 176,583	$ 78,969

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Change in minimum pension liability, net of tax benefit (expense)	$ 5	$ 4	$ 13	$ (78)
Change in fair value of derivative instruments, net of tax benefit (expense)	$ 56	$ 292	$ 4	$ 259

XML

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]
Beginning balance (in shares) at Dec. 31, 2014		174,388,132
Beginning balance at Dec. 31, 2014	$ 1,076,487	$ 1,744	$ 878,549	$ 257,312	$ (61,118)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	120,813			120,813
Share-based compensation	27,537		27,537
Excess tax benefit from share-based compensation	20,464		20,464
Shares issued in connection with share-based compensation (in shares)		1,649,180
Shares issued in connection with share-based compensation	13,831	$ 16	13,815
Minimum tax withholdings related to net share settlements of share-based compensation	(27,856)		(27,856)
Other comprehensive income (loss)	(41,844)				(41,844)
Ending balance (in shares) at Sep. 30, 2015		176,037,312
Ending balance at Sep. 30, 2015	$ 1,189,432	$ 1,760	912,509	378,125	(102,962)
Beginning balance (in shares) at Dec. 31, 2015	176,246,199	176,246,199
Beginning balance at Dec. 31, 2015	$ 1,210,908	$ 1,762	914,975	425,705	(131,534)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	152,406			152,406
Share-based compensation	24,780		24,780
Excess tax benefit from share-based compensation	7,592		7,592
Shares issued in connection with share-based compensation (in shares)		976,470
Shares issued in connection with share-based compensation	9,379	$ 10	9,369
Minimum tax withholdings related to net share settlements of share-based compensation	(12,883)		(12,883)
Other comprehensive income (loss)	$ 24,177				24,177
Ending balance (in shares) at Sep. 30, 2016	177,222,669	177,222,669
Ending balance at Sep. 30, 2016	$ 1,416,359	$ 1,772	$ 943,833	$ 578,111	$ (107,357)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 152,406	$ 120,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	103,407	86,675
Share-based compensation expense	24,780	27,537
Amortization of debt issuance costs	3,223	3,067
Loss (gain) on fixed asset disposals	6,515	(1,978)
Deferred income taxes	5,620	(11,752)
Unrealized (gain) loss on derivative instruments	(5,836)	6,053
Loss in equity method investments	6,856	9,227
Gain on Earthbound settlement	0	(4,200)
Other	(1,314)	(1,235)
Net change in operating assets and liabilities, net of acquisitions	(88,668)	(65,162)
Net cash provided by operating activities	206,989	169,045
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments	0	(701)
Payments for acquisitions, net of cash acquired of $833 and $8,521	(17,373)	(707,605)
Proceeds from acquisition adjustments	0	346
Payments for property, plant, and equipment	(167,726)	(196,896)
Proceeds from sale of fixed assets	259	8,931
Net cash used in investing activities	(184,840)	(895,925)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt	(33,750)	(15,000)
Payments on capital lease obligations	(872)	(875)
Proceeds from revolver line of credit	651,942	1,141,068
Payments on revolver line of credit	(627,080)	(434,219)
Proceeds from exercise of stock options	9,369	13,815
Minimum tax withholding paid on behalf of employees for share-based compensation	(12,883)	(27,856)
Excess tax benefit from share-based compensation	7,858	20,464
Payment of deferred financing costs	(426)	(462)
Net cash provided by financing activities	(5,842)	696,935
Effect of exchange rate changes on cash and cash equivalents	(2,427)	8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	13,880	(21,219)
Cash and cash equivalents, beginning of period	38,610	50,240
Cash and cash equivalents, end of period	52,490	29,021
SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash activity - Accrued and unpaid purchases of plant and equipment	$ 21,350	$ 19,621

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Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Statement of Cash Flows [Abstract]
Cash Acquired	$ 833	$ 8,521

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General

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

Nature of Our Business — We are a leading consumer packaged food and beverage company focused on high-growth product categories that are aligned with emerging consumer trends. We manufacture, market and sell branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce. We sell products primarily in North America, Europe and through a joint venture in China. We focus on providing consumers with innovative, great-tasting food and beverage choices that meet their increasing desires for nutritious, flavorful, convenient, and responsibly-produced products. Our widely-recognized, leading brands distributed in North America include Silk, So Delicious and Vega plant-based foods and beverages, International Delight and LAND O LAKES coffee creamers and beverages, Horizon Organic and Wallaby Organic premium dairy products and Earthbound Farm organic salads, fruits and vegetables. Our popular plant-based foods and beverages brands in Europe include Alpro and Provamel.

Effective January 1, 2016, we report results of operations through two reportable segments: Americas Foods & Beverages and Europe Foods & Beverages. This reporting structure aligns with the way our Chief Operating Decision Maker ("CODM"), our CEO, monitors operating performance, allocates resources, and deploys capital. In 2015, we reported results of operations through three reportable segments: Americas Foods & Beverages, Americas Fresh Foods and Europe Foods & Beverages.  In connection with our management restructure in early 2016, we consolidated the historical Americas Foods & Beverages and Americas Fresh Foods segments into a single Americas Foods & Beverages segment. Accordingly, prior year segment data has been recast to reflect this new segment structure.

Basis of Presentation — The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the Securities and Exchange Commission ("SEC") on February 29, 2016.

As discussed in Note 16 The Proposed Merger with Danone, on July 6, 2016 the Company entered into a merger agreement with Danone S.A., a société anonyme organized under the laws of France (“Danone”), as a result of which the Company is expected to become a wholly-owned subsidiary of Danone. Since the merger has not yet been completed, none of the unaudited condensed consolidated financial statements and related disclosures in this Form 10-Q consider the potential impact of the pending merger.

In our opinion, we have made all necessary adjustments (which generally include normal recurring adjustments) in order to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to SEC rules and regulations applicable to quarterly reporting on Form 10-Q. The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Actual results could differ from these estimates. Our results of operations for the three and nine months ended September 30, 2016 and 2015 may not be indicative of our operating results for the full year. The unaudited condensed consolidated financial statements contained in this Form 10-Q should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015 contained in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recently Issued Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606, to clarify the principles used to recognize revenue for all entities. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09. In 2016, the FASB has issued the following additional guidance: i) ASU No. 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net),which provides clarification when assessing whether an entity is a principal or agent in a revenue transaction, and impacts whether an entity reports revenue on a gross or net basis, ii) ASU No. 2016-10, Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 regarding the identification of performance obligations and accounting for licenses of intellectual property, iii) ASU No. 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting, which rescinds specific SEC guidance related to revenue recognition currently codified in US GAAP as a result of the new revenue standard, and iv) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, which amends the guidance in ASU 2014-09 by providing practical expedients to simplify the transition to the new revenue standard and clarify certain aspects of the standard. The new guidance will be effective for annual and interim periods beginning on or after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. The standard includes a five step model to determine when revenue should be recognized, which is 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. The standard allows several methods of adoption including either a 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. Early adoption will be permitted as of the December 31, 2016 original effective date. We are currently evaluating the effects, if any, the adoption of this guidance will have on the Company's consolidated financial statements and the transition method that we will select to implement the new standard.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure requirements. This guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Adoption will require establishing a going concern assessment process to meet the standard. The adoption will not have an impact to the Company’s consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This ASU discusses amendments to existing accounting guidance to modify the subsequent measurement of inventory. Under existing guidance, an entity measures inventory at the lower of cost or market, with market defined as replacement cost, net realizable value ("NRV"), or NRV less a normal profit margin. An entity uses current replacement cost provided that it is not above NRV (ceiling) or below NRV less a normal profit margin (floor). Amendments in the new guidance require an entity to subsequently measure inventory at the lower of cost or net realizable value and eliminates the need to determine replacement cost and evaluate whether it is above the ceiling or below the floor. NRV is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public business entities, the ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted for all entities and should be applied prospectively. We expect that the adoption of this guidance will not have any impact on the Company's consolidated financial statements.    

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  This ASU requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  The new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the effects adoption of this guidance will have on the Company’s consolidated financial statements and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance will require companies to include excess tax benefits (deficiencies) as a component of income tax expense rather than additional paid-in capital. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The impact ASU No. 2016-09 will have on the Company’s consolidated financial statements upon adoption will mainly depend on unpredictable future events, including the timing and value realized for future share-based transactions upon exercise/vesting versus the fair value at grant date, and will create additional benefit or expense to our consolidated statements of income.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which provides changes on how companies measure and recognize credit losses on financial instruments. The new guidance will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of financial assets that are in the scope of the standard. The new standard is effective for public companies in fiscal years beginning after December 31, 2019. We expect that the adoption of this guidance will not have any impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which provides clarification on the treatment of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating transition date, but we do not expect that the adoption of this guidance will have any impact on the Company's consolidated financial statements.

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Acquisitions

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Acquisitions

Acquisitions

2016 Acquisitions

IPP

On June 2, 2016, the Company acquired Innovation Packaging and Process, S.A. DE C.V. ("IPP"). Founded in 2007, IPP is an aseptic beverage co-packer based in San Luis Potosi, Mexico. The Company purchased IPP for total cash consideration of $18.1 million. We funded this acquisition through cash provided from operations. Our preliminary purchase price allocation includes goodwill of $12.3 million, property, plant, and equipment of $9.1 million, intangible assets subject to amortization of $0.6 million related to customer relationships, and liabilities assumed net of working capital items of $3.9 million. Customer relationships are being amortized over a 3 year term.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their preliminary fair values. Certain estimated values for the acquisition are not yet finalized pending the final purchase price allocations, and as a result, the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized. We expect to finalize the allocation of the purchase price within one year of the acquisition.

IPP produces a wide variety of products for WhiteWave and third parties. The acquisition of IPP provides the ability to grow in Latin American markets by providing in-house manufacturing. We have included IPP's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

2015 Acquisitions

Wallaby    

On August 30, 2015, we completed our acquisition of Wallaby Yogurt Company, Inc. ("Wallaby") for approximately $122.4 million in cash. We funded this acquisition with borrowings under our credit facility. Founded in 1994 and based in American Canyon, California, Wallaby is a leading manufacturer and distributor of organic dairy yogurt products including Greek and Australian style yogurts and Kefir beverages. The addition of Wallaby strengthened and expanded our growing yogurt portfolio and provided entry into several fast-growing yogurt categories. The acquisition also provided us with additional West Coast manufacturing capabilities and further expansion and growth opportunities. We have included Wallaby's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $57.1 million and relate primarily to tradenames. Intangible assets subject to amortization of approximately $9.1 million are being amortized over a 15 year term and relate primarily to customer relationships.

During the the nine months endedSeptember 30, 2016, we recorded $6.3 million of purchase accounting adjustments to goodwill primarily related to the finalization of the fair value of certain intangible assets. See Note 5 "Goodwill and Intangible Assets." As of September 30, 2016, the Company has finalized its purchase price allocations related to the acquisition of Wallaby.

Vega

On August 1, 2015, we completed our acquisition of Sequel Naturals Ltd, the company that owns the Vega brand ("Vega") and is a pioneer and leader in plant-based nutrition products, for approximately $553.6 million in cash funded by borrowings under our credit facility. Vega offers a broad range of plant-based nutrition products - primarily powdered shakes and snack bars. This acquisition extended the Company's Plant-based Foods and Beverages platform into nutritional powders and bars, and provided additional innovation opportunities. We have included Vega's results of operations in our condensed consolidated statements of income in our Americas Foods & Beverages segment from the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $296.9 million and relate primarily to tradenames and customer relationships. Intangible assets subject to amortization of approximately $106.9 million are being amortized over a 15 year term and relate primarily to customer relationships.

For the nine months endedSeptember 30, 2016, we recorded $4.4 million of purchase accounting adjustments to goodwill primarily related to the finalization of certain income tax matters. See Note 5 "Goodwill and Intangible Assets." As of June 30, 2016, the Company has finalized its purchase price allocations related to the acquisition of Sequel Naturals Ltd.

EIEIO

On May 29, 2015, the Company acquired substantially all of the assets and liabilities of EIEIO, Inc. ("EIEIO"), the company that owns the Magicow brand and other brands, for $40.2 million in cash. We funded this acquisition with borrowings under our credit facility. EIEIO, which is based outside Austin, Texas, manufactures, markets and distributes bulk, bag-in-box and shelf stable creamers, coffee beverages and whip toppings. The acquisition of EIEIO expanded our portfolio of bulk coffee creamer and flavor dispensing products and provided new product capabilities to support growth in our away-from-home channel. EIEIO's results of operations have been included in our condensed consolidated statements of income of our Americas Foods & Beverages segment from the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $21.8 million and relate primarily to tradenames and customer relationships. Intangible assets subject to amortization of approximately $10.2 million are being amortized over a 15 year term and relate primarily to customer relationships. As of June 30, 2016, the Company has finalized its purchase price allocations related to the acquisition of EIEIO.

The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed for the fiscal 2015 acquisitions.

	EIEIO		Vega		Wallaby
	May 29, 2015		August 1, 2015		August 30, 2015
	(In thousands)
Assets acquired:
Cash and cash equivalents	$	1,546	$	5,235	$	1,740
Inventories	3,050		18,379		2,252
Other current assets	1,951		18,886		5,245
Property, plant and equipment	554		650		11,492
Trademarks	11,600		189,963		48,036
Intangible assets with finite lives	10,160		106,920		9,058
Other long-term assets	—		1,779		50
Liabilities assumed:
Accounts payable and other accruals	2,296		12,802		1,542
Deferred taxes	—		76,739		—
Other long-term liabilities	173		7,581		1,031
Total identifiable net assets	26,392		244,690		75,300
Goodwill	13,810		308,942		47,052
Total purchase price	$	40,202	$	553,632	$	122,352

Goodwill is calculated as the excess of consideration paid over the net assets acquired and represents synergies, organic growth and other benefits that are expected to arise from integrating the acquired businesses into our operations. Goodwill related to the 2016 and 2015 acquisitions is recorded in the Americas Foods & Beverages segment. Goodwill related to EIEIO and Wallaby is tax deductible. None of the goodwill recorded in the Vega or IPP acquisitions is tax deductible.

The following table summarizes unaudited supplemental pro forma consolidated results of operations as if we acquired EIEIO, Vega and Wallaby on January 1, 2015. No pro forma unaudited consolidated results of operations is presented for the three and nine months ended September 30, 2016 or the corresponding prior periods related to the IPP acquisition as their results are not material to the condensed consolidated results of the Company.

	Three months ended September 30, 2015		Nine months ended September 30, 2015
	(In thousands, except share data)
Net sales	$	1,024,720	$	2,955,693
Income before income taxes	76,886		202,578
Diluted earnings per common share	$	0.32	$	0.76

The historical financial information has been adjusted to give effect to the pro forma adjustments. These adjustments are based upon currently available information and certain assumptions. Therefore, the pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed the acquisitions on January 1, 2015. The historical results included in the pro forma consolidated results do not purport to project future results of operations of the combined companies nor do they reflect the expected realization of any cost savings or revenue synergies associated with the acquisitions. The pro forma consolidated results reflect purchase accounting adjustments primarily related to depreciation and amortization expense, as well as interest expense, tax expense and acquisition related costs.

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Joint Venture with China Mengniu Dairy Company

9 Months Ended

Sep. 30, 2016

Equity Method Investments and Joint Ventures [Abstract]

Joint Venture with China Mengniu Dairy Company

Joint Venture with China Mengniu Dairy Company

On January 5, 2014, the Company entered into a joint venture agreement with China Mengniu Dairy Company Limited (“Mengniu”), a leading Chinese dairy company. The joint venture manufactures, markets and sells a range of premium plant-based beverage products in China. Under the terms of the agreement, the Company owns a 49% stake in the venture while Mengniu owns a 51% stake.

Based on the joint venture agreement, the Company has the ability to exert significant influence over the operations and financial policies of the joint venture and has in-substance common stock in the joint venture. Thus, the joint venture is accounted for as an equity-method investment. No contributions were made during the three and nine months ended September 30, 2016. The joint venture has a credit facility with Mengniu of Chinese yuan (CNY) 120 million ($18.0 million USD) and, in 2016, entered into a new credit facility with Mengniu for up to an additional CNY of 90 million ($13.5 million USD), for total capacity of CNY 210 million ($31.5 million USD). The current facility is expected to support its liquidity requirements for 2016. We guarantee up to 49% on the total commitment amount of this credit facility or Chinese yuan 102.9 million ($15.4 million USD). As of September 30, 2016, the joint venture had borrowed Chinese yuan 190 million ($28.5 million USD) under this facility.

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Inventories

9 Months Ended

Sep. 30, 2016

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consisted of the following:

	September 30, 2016		December 31, 2015
	(In thousands)
Raw materials and supplies	$	141,105	$	120,922
Finished goods	154,978		149,815
Total	$	296,083	$	270,737

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows:

	Americas Foods & Beverages			Europe Foods & Beverages		Total
	(In thousands)
Balance at December 31, 2015	$	1,278,753		$	136,569	$	1,415,322
Acquisitions	12,257			—		12,257
Purchase price adjustments (1)	(10,492		)	—		(10,492		)
Foreign currency translation	14,322			3,863		18,185
Balance at September 30, 2016	$	1,294,840		$	140,432	$	1,435,272

 ____________________________________

(1) Purchase price adjustments are the result of adjustments made for the finalization of the fair value of certain intangible assets and the finalization of certain income tax matters.

The gross carrying amount and accumulated amortization of our intangible assets, other than goodwill, as of September 30, 2016 and December 31, 2015 are as follows:

	September 30, 2016							December 31, 2015
	Gross  carrying amount		Accumulated amortization			Net carrying amount		Gross  carrying amount		Accumulated amortization			Net carrying amount
	(In thousands)
Intangible assets with indefinite lives:
Trademarks (1)	$	790,067	$	—		$	790,067	$	777,718	$	—		$	777,718
Intangible assets with finite lives:
Customer-related and other (1)	283,008		(54,223		)	228,785		270,801		(39,828		)	230,973
Supplier relationships	12,000		(2,640		)	9,360		12,000		(1,920		)	10,080
Non-compete agreements (1)	1,337		(835		)	502		1,267		(592		)	675
Trademarks	968		(966		)	2		968		(965		)	3
Total	$	1,087,380	$	(58,664	)	$	1,028,716	$	1,062,754	$	(43,305	)	$	1,019,449

 ____________________________________

 (1) The change in the carrying amount is the result of foreign currency translation and purchase accounting adjustments.

Amortization expense on finite-lived intangible assets for the three months ended September 30, 2016 and 2015 was $5.2 million and $4.9 million, respectively. Amortization expense on finite-lived intangible assets for the nine months endedSeptember 30, 2016 and 2015 was $15.5 million and $10.7 million, respectively.

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Income Taxes

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For each interim period, the Company estimates the effective tax rate expected to be applicable for the full year and applies that rate to income before income taxes for the period. Additionally, the Company records discrete income tax items in the period in which they are incurred.

The effective tax rate for the three months ended September 30, 2016 was 32.5% compared to 29.3% for the three months ended September 30, 2015. The effective tax rate for the nine months endedSeptember 30, 2016 was 33.2% compared to 33.1% for the nine months endedSeptember 30, 2015. The increase in the effective tax rates for the three and nine month comparative periods was due primarily to a decrease in favorable return to provision adjustments in 2015 related to changes in estimates associated with a credit for qualified research activities and an increase in the U.S. manufacturing deduction. The increase in the effective tax rate was partially offset by changes in the mix of income before income taxes between the U.S. and foreign countries, which were principally driven by an increase in the investment deduction in Belgium and the generally lower foreign tax rates associated with our Vega acquisition. Changes in the relative profitability of our operating segments, as well as changes to federal, state and foreign tax laws may cause the rate to change from historical rates.

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Debt and Capital Lease Obligations

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Debt and Capital Lease Obligations

Debt and Capital Lease Obligations

Our outstanding debt and capital lease obligations as of September 30, 2016 and December 31, 2015 consisted of the following:

	September 30, 2016						December 31, 2015
	Amount outstanding			Interest rate			Amount outstanding			Interest rate
	(In thousands, except percentages)
Senior secured credit facilities	$	1,623,550		2.39	%	*	$	1,627,000		2.54	%	*
Senior unsecured notes	500,000			5.38	%		500,000			5.38	%
Capital lease obligations	20,622						21,635
Other borrowings	—						5,133			3.70	%
Less current portion	(46,374		)				(51,449		)
Less debt issuance costs	(20,582		)				(23,379		)
Total long-term debt	$	2,077,216					$	2,078,940

 ____________________________________

* Represents a weighted average rate, including applicable interest rate margins.

Senior Secured Credit Facilities

The Company maintains a credit agreement (the “Credit Agreement”) with Bank of America, N.A. as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and the other lenders party thereto. The Credit Agreement governs our senior secured credit facilities, consisting of a five-year $1.0 billion revolving credit facility commitment, a five-year $750 million term loan A-1, and a seven-year $750 million term loan A-2.

As of September 30, 2016, we had outstanding borrowings of $1.6 billion under our $2.5 billion senior secured credit facilities consisting of $157.3 million outstanding under the revolving credit facility, a $721.9 million principal balance under term loan A-1, and a $744.4 million principal balance under term loan A-2. We have $9.0 million in outstanding letters of credit issued under our revolving credit facilities. We have additional borrowing capacity of approximately $833.7 million under our senior secured credit facilities, which amount will vary over time depending on our financial covenants and operating performance.

The senior secured credit facilities are secured by security interests and liens on substantially all of our domestic assets, and are guaranteed by our material domestic subsidiaries. As of September 30, 2016, borrowings under the revolving credit facility and term loan A-1 bore interest at a rate of LIBOR plus 1.75% and the term loan A-2 at a rate of LIBOR plus 2.00% per annum.

Alpro Revolving Credit Facility

On June 29, 2015, Alpro entered into a revolving credit facility not to exceed €30.0 million or its currency equivalent. The facility is unsecured and guaranteed by the Company. The facility is available for working capital and other general purposes of Alpro and for the issuance of up to €30.0 million letters of credit or its currency equivalent. At September 30, 2016 and December 31, 2015, there were no outstanding borrowings.

Vega Revolving Credit Facility

In April, 2016, Vega increased the limit on its uncommitted revolving credit facility from $10.0 million Canadian dollars ("CAD") to not exceed $15.0 million CAD. The facility is unsecured and guaranteed by the Company. The facility is available for working capital and other general purposes of Vega. At September 30, 2016, there were no outstanding borrowings under this facility. At December 31, 2015, there was $7.1 million CAD ($5.1 million USD) outstanding in borrowings under the facility.

Senior Unsecured Notes

In 2014, we issued $500.0 million in aggregate principal amount of senior notes. The notes mature on October 1, 2022 and bear interest at a rate of 5.375% per annum payable on April 1 and October 1 of each year.

Capital Lease Obligations

We are party to leases of certain operating facilities and equipment under capital lease arrangements which bear interest at rates from 3.1% to 8.0% and have expiration dates through 2033. These assets are included in property, plant, and equipment, net, in the condensed consolidated balance sheets.

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Derivative Financial Instruments and Fair Value Measurement

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Fair Value Measurement

Derivative Financial Instruments and Fair Value Measurement

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes.

Credit risk under these arrangements is believed to be remote as the counterparties to the derivatives are major financial institutions; however, if any of the counterparties to the derivative agreements become unable to fulfill their obligation, we may lose the financial benefits of these arrangements.

Interest Rates

In connection with our initial public offering, on October 31, 2012, Dean Foods novated to us certain of its interest rate swaps (the “2017 swaps”) with a notional value of $650 million and a maturity date of March 31, 2017. The 2017 swaps effectively change the interest payments on a portion of our debt from variable-rate, based on short term LIBOR, to fixed-rate payments. We are the sole counterparty to the financial institutions under these swap agreements and are directly responsible for any required settlements, and the sole beneficiary of any receipts of funds, pursuant to their terms. We are subject to market risk with respect to changes in the underlying benchmark interest rate that impact the fair value of the 2017 swaps.

The following table summarizes the terms of the 2017 swap agreements as of September 30, 2016:

Fixed Interest Rates	Expiration Date	Notional Amount
		(In thousands)
2.75% to 3.19%	March 31, 2017	$	650,000

We have not designated such contracts as hedging instruments; therefore, the 2017 swap agreements are marked to market at the end of each reporting period and a derivative asset or liability is recorded in our condensed consolidated balance sheets. We recorded gains/(losses) on these contracts of $0.5 million and $(2.1) million for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, losses on these contracts were $2.3 million and $7.1 million, respectively. Gains and losses are recorded in other expense, net in our condensed consolidated statements of income. A summary of these open swap agreements recorded at fair value in our condensed consolidated balance sheets at September 30, 2016 and December 31, 2015 is included in the fair value table below.

Commodities

We are exposed to commodity price fluctuations, including organic and conventional milk, butterfat, almonds, organic and non-genetically modified (“non-GMO”) soybeans, coconut, cashews, sweeteners, and other commodity costs used in the manufacturing, packaging, and distribution of our products, including utilities, 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 eighteen month's anticipated requirements, depending on the ingredient or commodity, but can be longer in limited cases. These contracts are considered normal purchases.

In addition to entering into forward purchase contracts, from time to time we may purchase over-the-counter hedge contracts from qualified financial institutions for commodities associated with the production and distribution of our products. Certain of these contracts offset the risk of increases in our commodity costs and are designated as cash flow hedges when appropriate. As of September 30, 2016, we have not entered into any commodity cash flow hedges.

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to commodity price risk but do not meet the authoritative guidance for hedge accounting. From time to time, the Company enters into commodity forward contracts to fix the price of natural gas and diesel fuel purchases and other commodities at a future delivery date. Changes in the fair value of derivatives not designated in hedging relationships are recorded to cost of sales and selling, distribution, and marketing expenses in our condensed consolidated statements of income depending on commodity type. We recorded gains/(losses) on these contracts of $(0.9) million and $1.3 million for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, we recorded losses of $8.0 million and $8.9 million, respectively. As of September 30, 2016, the Company had outstanding contracts for the purchase of 19.9 million gallons of diesel expiring throughout 2016 and 2017. A summary of our open commodities contracts recorded at fair value in our condensed consolidated balance sheets at September 30, 2016 and December 31, 2015 is included in the table below.

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.

Foreign Currency

Our international operations represented approximately 19% of net sales for the nine months ended September 30, 2016 and 2015. Sales in foreign countries, as well as certain expenses related to those sales, are transacted in currencies other than our reporting currency, the U.S. dollar. Our foreign currency exchange rate risk primarily consists of the Euro, British pound, Canadian dollar, Mexican peso and Chinese yuan related to net sales and expenses in currencies other than the functional currency of the business. We may, from time to time, employ derivative financial instruments to manage our exposure to fluctuations in foreign currency rates or enter into forward currency exchange contracts to hedge our net investment and intercompany payable or receivable balances in foreign operations. These contracts are designated as cash flow hedges and are recorded as an asset or liability in our condensed consolidated balance sheets at fair value with an offset to accumulated other comprehensive loss to the extent the hedge is effective. Derivative gains and losses included in accumulated other comprehensive loss are reclassified into earnings as the underlying transaction occurs. As of September 30, 2016, the Company had an aggregate U.S. dollar equivalent of $256.3 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2016 and 2017 for an intercompany note receivable and commodity purchases denominated in a currency other than the functional currency. Any ineffectiveness in our foreign currency exchange hedges is recorded as an adjustment to cost of goods sold in our condensed consolidated statements of income. There was no material hedge ineffectiveness related to our foreign currency exchange contracts designated as hedging instruments during the three and nine months ended September 30, 2016 and 2015.

Fair Value - Derivatives

As of September 30, 2016 and December 31, 2015, derivatives recorded at fair value in our condensed consolidated balance sheets were as follows:

	Derivative assets				Derivative liabilities
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
	(In thousands)
Derivatives designated as Hedging Instruments
Foreign currency contracts - current (1)(3)	$	1,761	$	483	$	10	$	—
Total	1,761		483		10		—
Derivatives not designated as Hedging Instruments
Interest rate swap contracts - current (1)	—		—		7,852		15,228
Commodities contracts - current (1)	936		—		3,484		11,093
Commodities contracts - noncurrent (2)	380		—		—		1,551
Interest rate swap contracts - noncurrent (2)	—		—		—		3,142
Total	$	1,316	$	—	$	11,336	$	31,014
Total derivatives	$	3,077	$	483	$	11,346	$	31,014

  ____________________________________

(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 condensed 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 condensed consolidated balance sheets.

(3) $1.6 million of the derivative asset balance as of September, 30 2016 relates to a foreign currency hedge on an intercompany note for which the change in fair value offsets the impact of the note being re-measured into the functional currency.

Gains on derivatives designated as cash flow hedges reclassified from accumulated other comprehensive loss into income for the three and nine months ended September 30, 2016 and 2015 were as follows:

	Three months ended September 30,					Nine months ended September 30,
	2016			2015		2016		2015
	(In thousands)
Realized gains/(losses) on foreign currency contracts (1)	$	(31	)	$	623	$	24	$	982

  ____________________________________

(1) Recorded in cost of sales in our condensed consolidated statements of income. See Note 10 "Accumulated Other Comprehensive Loss."

Based on current exchange rates, we estimate that $1.8 million in net gains of hedging activity related to our foreign currency contracts will be reclassified from accumulated other comprehensive loss to operating results within the next 12 months.

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 financial assets and liabilities subject to recurring fair value measurements and the basis for that measurement according to the levels in the fair value hierarchy as of September 30, 2016 and December 31, 2015 is as follows:

	Fair value as of September 30, 2016		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash equivalents	$	88	$	88	$	—	$	—
Supplemental Executive Retirement Plan investments	3,747		3,747		—		—
Qualifying insurance policies (1)	11,001		—		—		11,001
Foreign currency contracts	1,761		—		1,761		—
Commodities contracts	1,316		—		1,316		—
Deferred compensation investments	5,079		—		5,079		—
Total assets	$	22,992	$	3,835	$	8,156	$	11,001
Liabilities:
Foreign currency contracts	$	10	$	—	$	10	$	—
Commodities contracts	3,484		—		3,484		—
Interest rate swap contracts	7,852		—		7,852		—
Total liabilities	$	11,346	$	—	$	11,346	$	—

  ____________________________________

(1) Change in value since December 31, 2015 due to foreign currency translation.

There were no transfers between the three levels of the fair value hierarchy during the nine months ended September 30, 2016.

	Fair value as of December 31, 2015		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash equivalents	$	107	$	107	$	—	$	—
Supplemental Executive Retirement Plan investments	3,164		3,164		—		—
Qualifying insurance policies	10,631		—		—		10,631
Foreign currency contracts	483		—		483		—
Deferred compensation investments	4,359		—		4,359		—
Total assets	$	18,744	$	3,271	$	4,842	$	10,631
Liabilities:
Commodities contracts	$	12,644	$	—	$	12,644	$	—
Interest rate swap contracts	18,370		—		18,370		—
Total liabilities	$	31,014	$	—	$	31,014	$	—

We sponsor two deferred compensation plans, Pre-2005 Executive Deferred Compensation Plan and Post-2004 Executive Deferred Compensation Plan, under which certain employees with a base compensation of at least $150,000 may elect to defer receiving payment for a portion of their salary and bonus until periods after their retirements or upon separation from service. The investments are classified as trading securities and the assets related to these plans are primarily invested in money 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. Changes in the fair value are recorded in general and administrative expense in our condensed consolidated statements of income.

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 that are equivalent, as a percentage of total compensation, to the benefits provided to other employees. The investments are classified as trading securities and are primarily invested in money market funds and held at fair value. We classify these assets as Level 1 as fair value can be corroborated based on quoted market prices for identical instruments in active markets. Changes in the fair value are recorded in general and administrative expense in our condensed consolidated statements of income.

Our assets and liabilities recorded at fair value on a recurring basis include cash equivalent money market funds. Due to their near-term maturities, the carrying amounts of trade accounts receivable and accounts payable are considered equivalent to fair value. In addition, because the interest rates on our senior secured credit facilities are variable, their fair values approximate their carrying values.

We estimate the fair value of our senior unsecured notes primarily using quoted market prices in markets that are not active. As of September 30, 2016, the carrying value and fair value of the Company's borrowings was $500.0 million and $570.0 million, respectively. See Note 7 "Debt and Capital Lease Obligations." As of December 31, 2015, the carrying value and fair value of the Company's borrowings was $500.0 million and $521.3 million, respectively. If measured at fair value in the condensed consolidated balance sheets, our senior unsecured notes would be classified in Level 2 of the fair value hierarchy.

The fair value of our interest rate swaps is determined based on the notional amounts of the swaps and the forward LIBOR curve relative to the fixed interest rates under the swap agreements. The fair value of our commodities contracts is based on the quantities and fixed prices under the agreements and quoted forward commodity prices. The fair value of our foreign currency contracts is based on the notional amounts and rates under the contracts and observable market forward exchange rates. We classify these instruments in Level 2 because quoted market prices can be corroborated utilizing observable benchmark market rates at commonly quoted intervals and observable market transactions of spot currency rates and forward currency prices. We did not significantly change our valuation techniques from prior periods.

Our qualified pension plan investments are comprised of qualifying insurance policies and the guaranteed premiums are invested in the general assets of the insurance company. We classify these assets as Level 3 as there is little or no market data to support the fair value. The qualifying insurance policies are valued at the amount guaranteed by the insurer to pay out the insured benefits. The funding policy is to contribute assets at least equal in amount to regulatory minimum requirements. Funding is based on legal requirements, tax considerations, and investment opportunities. See Note 11 “Employee Retirement Plans.”

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Share-Based Compensation

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

Under the Amended and Restated 2012 Stock Incentive Plan (the "2012 SIP"), a total of 26,850,000 shares of our common stock were reserved for issuance upon the exercise of stock options or the vesting of restricted stock units (“RSUs”), performance stock units ("PSUs") or restricted stock awards that may be issued to our employees, non-employee directors and consultants. The 2012 SIP also permits awards of stock appreciation rights (“SARs”) and phantom shares as part of our long-term incentive compensation program. In general, awards granted to our employees under the 2012 SIP vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date. Unvested awards vest immediately in the following circumstances: (i) an employee retires after reaching the age of 65, (ii) in certain cases upon an employee’s death or qualified disability, (iii) an employee with 10 years of service retires after reaching the age of 55, or (vi) upon a change of control, except for PSUs and all equity awards granted after 2014 to the Company's executive officers.

Upon the completion of the acquisition of the Company by Danone S.A., all of the Company's outstanding share-based compensation awards will vest. See Note 16 The Proposed Merger with Danone for further discussion.

Share-Based Compensation Expense

The following table summarizes the share-based compensation expense recognized for the Company’s equity and liability classified plans in the three and nine months ended September 30, 2016 and 2015:

	Three months ended September 30,					Nine months ended September 30,
	2016		2015			2016		2015
	(In thousands)
Equity awards:
Stock options	$	1,541	$	2,353		$	7,249	$	9,410
RSUs	2,603		3,676			11,289		13,277
PSUs	1,374		1,075			6,242		4,850
Equity awards share-based compensation expense	5,518		7,104			24,780		27,537
Liability awards:
Phantom shares	—		62			13		802
SARs	357		(282		)	1,126		4,693
Liability awards share-based compensation expense	357		(220		)	1,139		5,495
Total share-based compensation expense	$	5,875	$	6,884		$	25,919	$	33,032

Share-based compensation expense is recorded within general and administrative expense. Except for PSUs, this expense is recognized one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date, unless the employee has reached the retirement age of 65 or is 55 years of age and has 10 years of service, in which case all share-based compensation expense is recognized at the time of grant.

Stock Options

Under the terms of the 2012 SIP, our employees may be granted options to purchase our common stock at a price equal to the market price on the date the option is granted. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model with the following assumptions:

	Nine months ended September 30,
	2016	2015
Expected volatility	28% - 29%	28% - 29%
Expected dividend yield	0%	0%
Expected option term	6 years	6 years
Risk-free rate of return	1.14% to 1.70%	1.45% to 1.82%
Forfeiture rate	—%	—%

Since the Company’s common stock did not have a long history of being publicly traded at grant date, the expected term was determined under the simplified method, using an average of the contractual term and vesting period of the stock options. For stock options granted in 2015 and thereafter, the expected volatility assumption was calculated based on a blend of compensation peer group analysis of stock price volatility with a six-year look back period ending on the grant date, and the Company's current implied stock price volatility. For stock options granted prior to 2015, the expected volatility assumption was calculated based solely on a compensation peer group analysis of stock price volatility with a six-year look back period ending on the grant date. The risk-free rates were based on the average implied yield available on five-year and seven-year U.S. Treasury issues. The forfeiture rates are based on historical rates and the Company elected to use a 0% forfeiture rate due to historically immaterial forfeiture rates. We have not paid, and do not anticipate paying, a cash dividend on our common stock.

The following table summarizes stock option activity during the nine months ended September 30, 2016:

	Number of options		Weighted average exercise price		Weighted average contractual life in years	Aggregate intrinsic value
Options outstanding at January 1, 2016	9,440,803		$	19.14
Granted	813,267		$	36.59
Forfeited, canceled and expired (1)	(53,119	)	$	40.59
Exercised (including tax withholding) (1)	(1,115,518	)	$	19.83
Options outstanding at September 30, 2016	9,085,433		$	20.49	5.51	$	308,323,353
Options vested and expected to vest at September 30, 2016	9,085,433		$	20.49	5.51	$	308,323,353
Options exercisable at September 30, 2016	7,499,147		$	17.42	4.84	$	277,562,397

 ____________________________________

(1) Pursuant to the terms of the 2012 SIP, options that are forfeited, canceled or expired may be available for future grants; howevershares delivered to or withheld by the Company for the payment of the exercise price of an option and/or tax withholding related to an exercise, and shares subject to an option that are not issued upon the net exercise of such option, are not added back to the pool of shares available for future awards.

During the nine months ended September 30, 2016, we received $9.4 million of cash from stock option exercises. At September 30, 2016, there is $8.4 million of unrecognized stock option expense, all of which is related to non-vested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.66 years.

Restricted Stock Units

RSUs are issued to certain senior employees under the 2012 SIP 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 vest ratably over three years.

The following table summarizes RSU activity during the nine months ended September 30, 2016:

RSUs outstanding January 1, 2016	839,252
RSUs granted	409,415
Shares issued upon vesting of RSUs (including tax withholding) (1)	(443,594		)
RSUs canceled (1)	(33,659		)
RSUs outstanding at September 30, 2016	771,414
Weighted average grant date fair value per share	$	34.99

 __________________________________

(1) Pursuant to the terms of the 2012 SIP, RSUs that are canceled or forfeited before they vest may be available for future grants; howevershares delivered to or withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are not added back to the pool of shares available for future awards.

At September 30, 2016, there is $14.1 million of total unrecognized RSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.68 years.

Performance Stock Units

In February 2015 and 2016, we granted PSUs to our executive officers under the 2012 SIP as part of our long-term incentive compensation program. PSUs vest based on a comparison of the Company’s diluted adjusted EPS growth over the three-year performance period to the diluted adjusted EPS growth of companies in the S&P 500 over the same period. In the first year, one third of the PSUs will vest based on our diluted adjusted EPS growth in that year compared to the one-year diluted adjusted EPS growth of S&P 500 companies. In the second year, one third of the PSUs will vest based on our cumulative diluted adjusted EPS growth over the past two years compared to the cumulative two-year diluted adjusted EPS growth of S&P 500 companies. In the third year, one third of the PSUs will vest based on our cumulative diluted adjusted EPS growth over the past three years compared to the cumulative three-year diluted adjusted EPS growth of S&P 500 companies. PSUs will be converted to common stock upon vesting and the payout range is 0 to 200%.

We recognize share-based compensation expense in the condensed consolidated statements of income over the three year performance period based on the Company’s estimated relative performance for each vesting tranche. Accordingly, for the grant made each year we recognize 100% of the estimated first year expense, 50% of the estimated second year expense and 33.3% of the estimated third year expense. As of September 30, 2016, based upon our assessment of our relative performance versus the S&P 500, the 2015 PSU awards have been expensed based upon a target payout 188% for the year two tranche (2015-2016) and 158% for the year three tranche (2015-2017). As of September 30, 2016, the 2016 PSU awards have been expensed based upon a target payout assumption of 175% for year one tranche (2016-2017), 138% for tranche year two (2016-2018), and 125% for tranche year three (2016-2019).

The following table summarizes PSU activity during the nine months ended September 30, 2016:

PSUs outstanding January 1, 2016	107,358
PSUs granted	155,846
Shares issued upon vesting of PSUs (1)	(71,580		)
PSUs canceled (1)	—
PSUs outstanding at September 30, 2016	191,624
Weighted average grant date fair value per share	$	37.16

__________________________________________

(1) Pursuant to the terms of the 2012 SIP, PSUs that are canceled or forfeited before they vest may be available for future grants; however shares delivered to or withheld by the Company for the payment of the employee's tax withholding related to a PSU vesting are not added back to the pool of shares available for future awards. Shares issued upon vesting of PSUs on April 18, 2016 were 71,580, which represented 200% payout.

At September 30, 2016 there is $2.3 million of total unrecognized PSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.40 years.

Phantom Shares

We previously granted phantom shares under the 2012 SIP as part of our long-term incentive compensation program, which are similar to RSUs in that they are based on the price of WhiteWave stock and vest ratably over a three-year period, but are cash-settled based upon the value of WhiteWave stock at each vesting period. The fair value of the awards was re-measured at each reporting period. As of March 31, 2016 all phantom shares have been cash settled.

Stock Appreciation Rights

We previously granted SARs under the 2012 SIP as part of our long-term incentive compensation program, which are similar to stock options in that they are based on the price of WhiteWave stock and vest ratably over a three-year period, but are cash-settled based upon the value of WhiteWave stock at the exercise date. We have not granted any SARs since 2013 and all outstanding SARs are fully vested.

The fair value of the awards is re-measured at each reporting period. A liability has been recorded in current liabilities in our condensed consolidated balance sheets totaling $1.8 million and $2.7 million as of September 30, 2016 and December 31, 2015, respectively. The following table summarizes SARs activity during the nine months ended September 30, 2016:

	Number of SARs		Weighted average exercise price		Weighted average contractual life in years	Aggregate intrinsic value
SARs outstanding at January 1, 2016	122,031		$	16.45
Granted	—		$	—
Forfeited and canceled (1)	—		$	—
Exercised	(74,397	)	$	16.44
SARs outstanding at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028
SARs vested and expected to vest at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028
SARs exercisable at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028

 _____________________________________

(1) Pursuant to the terms of the 2012 SIP, SARs that are canceled or forfeited may be available for future grants.

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Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component for the three months ended September 30, 2016 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at July 1, 2016	$	(649	)	$	(778	)	$	(106,575	)	$	(108,002	)
Other comprehensive income/(loss) before reclassifications	245			(14		)	488			719
Amounts reclassified from accumulated other comprehensive income/(loss)	(79		)	5			—			(74		)
Other comprehensive income/(loss), net of tax benefit of $61	166			(9		)	488			645
Balance at September 30, 2016	$	(483	)	$	(787	)	$	(106,087	)	$	(107,357	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2016 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at January 1, 2016	$	505		$	(761	)	$	(131,278	)	$	(131,534	)
Other comprehensive income/(loss) before reclassifications	(964		)	(29		)	25,191			24,198
Amounts reclassified from accumulated other comprehensive income/(loss)	(24		)	3			—			(21		)
Other comprehensive income/(loss), net of tax benefit of $17	(988		)	(26		)	25,191			24,177
Balance at September 30, 2016	$	(483	)	$	(787	)	$	(106,087	)	$	(107,357	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the three months ended September 30, 2015 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at July 1, 2015	$	837		$	(1,888	)	$	(87,090	)	$	(88,141	)
Other comprehensive income/(loss) before reclassifications	(2,132		)	17			(13,305		)	(15,420		)
Amounts reclassified from accumulated other comprehensive income/(loss)	623			(24		)	—			599
Other comprehensive income/(loss), net of tax benefit of $296	(1,509		)	(7		)	(13,305		)	(14,821		)
Balance at September 30, 2015	$	(672	)	$	(1,895	)	$	(100,395	)	$	(102,962	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2015 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at January 1, 2015	$	774		$	(2,050	)	$	(59,842	)	$	(61,118	)
Other comprehensive income/(loss) before reclassifications	(2,428		)	227			(40,553		)	(42,754		)
Amounts reclassified from accumulated other comprehensive income/(loss)	982			(72		)	—			910
Other comprehensive income/(loss), net of tax benefit of $181	(1,446		)	155			(40,553		)	(41,844		)
Balance at September 30, 2015	$	(672	)	$	(1,895	)	$	(100,395	)	$	(102,962	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

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Employee Retirement Plans

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Employee Retirement Plans

Employee Retirement Plans

We provide employee retirement benefits under 401(k) and defined benefit plans. Additionally, we contribute to one multi-employer pension plan on behalf of certain employees. We have defined benefit pension plans for certain of our Europe Foods and Beverages segment employees, under which the benefits are based on years of service and employee compensation.

The components of net periodic benefit cost for our pension plans for the three and nine months ended September 30, 2016 and 2015 are detailed below:

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	404		$	444		$	1,214		$	1,332
Interest cost	95			84			285			252
Expected return on plan assets	(71		)	(68		)	(211		)	(204		)
Amortization:
Unrecognized net loss	1			24			3			72
Net periodic benefit cost	$	429		$	484		$	1,291		$	1,452

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Lease and Purchase Obligations

We lease certain property, plant, and equipment used in our operations under both capital and operating lease agreements. Such operating leases, which are primarily for operating facilities, office space, and equipment, have lease terms ranging from one to 14 years. Rent expense was $9.4 million and $8.4 million for the three months ended September 30, 2016 and 2015, respectively, and $27.5 million and $18.7 million for the nine months endedSeptember 30, 2016 and 2015, respectively. The Company leases certain operating facilities and equipment under capital lease arrangements. These assets are included in property, plant, and equipment, net, on the condensed consolidated balance sheets.

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 soybeans and organic raw milk. We enter into these contracts from time to time to ensure a sufficient supply of raw materials. In addition, we have contractual obligations to purchase various services that are part of our production and distribution process.

Litigation, Investigations, and Audits

The Company is involved in various litigation, investigations, and audit proceedings in the normal course of business. It is management’s opinion, after consultation with counsel and a review of the facts, that a material adverse effect on the financial position, liquidity, or results of operations, or cash flows of the Company is not probable or reasonably possible.

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Segment, Geographic, and Customer Information

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment, Geographic, and Customer Information

Segment, Geographic, and Customer Information

Effective January 1, 2016, we report results of operations through two reportable segments: Americas Foods & Beverages and Europe Foods & Beverages. This reporting structure aligns with the way our Chief Operating Decision Maker ("CODM"), our CEO, monitors operating performance, allocates resources, and deploys capital. In 2015, we reported results of operations through three reportable segments: Americas Foods & Beverages, Americas Fresh Foods and Europe Foods & Beverages.  In connection with our management restructure in early 2016, we consolidated the historical Americas Foods & Beverages and Americas Fresh Foods segments into a single Americas Foods & Beverages segment. Accordingly, prior year segment data has been recast to reflect this new segment structure.

The Americas Foods & Beverages segment offers products in the plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce categories throughout North America. Our Europe Foods & Beverages segment offers plant-based food and beverage products throughout Europe. We sell our products to a variety of customers, including grocery stores, mass merchandisers, club stores, health food stores and convenience stores, as well as various away-from-home channels, including foodservice outlets, across North America and Europe. We sell our products in North America and Europe primarily through our direct sales force, independent brokers, regional brokers, and distributors. We utilize twelve manufacturing plants, multiple distribution centers, and three strategic co-packers across North America. Additionally, we have three plants across Europe in the United Kingdom, Belgium and France, each supported by an integrated supply chain. We also utilize third-party co-packers across Europe for certain products.

We evaluate the performance of our segments based on net sales and operating income. The amounts in the following tables are obtained from reports used by our chief operating decision maker. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.

Expense related to share-based compensation has not been allocated to our segments and is reflected entirely within the caption “Corporate and other”.

The following table presents the summarized income statement amounts by segment:

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
	(In thousands)
Total net sales:
Americas Foods & Beverages	$	909,450		$	869,074		$	2,702,668		$	2,440,463
Europe Foods & Beverages	144,148			134,814			440,273			398,198
Total net sales	$	1,053,598		$	1,003,888		$	3,142,941		$	2,838,661
Operating income:
Americas Foods & Beverages	$	120,350		$	94,662		$	321,985		$	265,512
Europe Foods & Beverages	17,299			18,959			53,009			50,066
Total reportable segment operating income	137,649			113,621			374,994			315,578
Corporate and other	(28,322		)	(20,509		)	(81,002		)	(75,394		)
Total operating income	109,327			93,112			293,992			240,184
Other expense:
Interest expense	18,655			15,979			50,772			38,580
Other expense, net	940			2,549			4,668			7,337
Income before taxes	$	89,732		$	74,584		$	238,552		$	194,267
Depreciation and amortization:
Americas Foods & Beverages	$	28,144		$	25,868		$	83,291		$	70,831
Europe Foods & Beverages	6,295			4,943			18,442			14,180
Corporate and other	580			527			1,674			1,664
Total depreciation and amortization	$	35,019		$	31,338		$	103,407		$	86,675

The following tables present sales amounts by product categories:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands)
Total net sales:
Americas Foods & Beverages
Plant-based foods and beverages	$	277,315	$	252,831	$	819,614	$	680,090
Coffee creamers and beverages	298,832		274,526		862,106		775,045
Premium dairy	205,566		195,165		605,055		547,897
Fresh foods	127,737		146,552		415,893		437,431
Americas Foods & Beverages net sales	909,450		869,074		2,702,668		2,440,463
Europe Foods & Beverages
Plant-based foods and beverages	144,148		134,814		440,273		398,198
Europe Foods & Beverages net sales	144,148		134,814		440,273		398,198
Total net sales	$	1,053,598	$	1,003,888	$	3,142,941	$	2,838,661

The following tables present assets and capital expenditures by segment:

	September 30, 2016		December 31, 2015
	(In thousands)
Assets:
Americas Foods & Beverages	$	3,669,413	$	3,555,988
Europe Foods & Beverages	668,867		605,843
Corporate	74,431		67,038
Total	$	4,412,711	$	4,228,869

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands)
Capital expenditures:
Americas Foods & Beverages	$	39,068	$	32,787	$	94,319	$	125,313
Europe Foods & Beverages	34,977		21,620		72,088		59,443
Corporate	599		84		1,319		327
Total	$	74,644	$	54,491	$	167,726	$	185,083

Significant Customers

The Company had a single customer that represented 13.7% and 14.0% of its consolidated net sales in the three months ended September 30, 2016 and 2015, respectively. The same customer represented 13.0% and 13.9% of our consolidated net sales in the nine months endedSeptember 30, 2016 and 2015, respectively. Sales to this customer are primarily included in the Americas Foods & Beverages segment.

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Earnings Per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands, except share and per share data)
Basic earnings per share computation:
Numerator:
Net income	$	58,037	$	50,022	$	152,406	$	120,813
Denominator:
Weighted average common shares	177,185,368		175,846,533		176,902,352		175,290,113
Basic earnings per share	$	0.33	$	0.28	$	0.86	$	0.69
Diluted earnings per share computation:
Numerator:
Net income	$	58,037	$	50,022	$	152,406	$	120,813
Denominator:
Weighted average common shares - basic	177,185,368		175,846,533		176,902,352		175,290,113
Stock option conversion (1)	3,757,586		3,903,791		3,456,172		4,033,138
Stock units (2)	568,381		694,197		594,045		683,451
Weighted average common shares - diluted	181,511,335		180,444,521		180,952,569		180,006,702
Diluted earnings per share	$	0.32	$	0.28	$	0.84	$	0.67
(1) Anti-dilutive options excluded	32,888		448,961		209,328		359,955
(2) Anti-dilutive RSUs excluded	0		7,706		100		2,597

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Supplemental Guarantor Financial Information

9 Months Ended

Sep. 30, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Guarantor Financial Information

Supplemental Guarantor Financial Information

In September of 2014, we issued debt securities that are guaranteed by certain of our 100% owned subsidiaries. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, the following condensed consolidating financial statements present the balance sheets as of September 30, 2016 and December 31, 2015, the statements of comprehensive income for the three and nine months endedSeptember 30, 2016 and 2015, and the statements of cash flows for the nine months endedSeptember 30, 2016 and 2015 for The WhiteWave Foods Company (referred to as “Parent” for the purpose of this note only), the combined guarantor subsidiaries, the combined non-guarantor subsidiaries and elimination adjustments necessary to arrive at the information for the Parent, guarantor subsidiaries and non-guarantor subsidiaries on a consolidated basis. Investments in subsidiaries are accounted for using the equity method for this presentation. All guarantors of our debt securities are also guarantors for our senior secured credit facilities. The guarantee is full and unconditional and joint and several. Our senior secured credit facilities are secured by security interest and liens on substantially all of our assets and the assets of our domestic subsidiaries and is presented in the Parent column of the accompanying condensed consolidating balance sheets as of September 30, 2016 and December 31, 2015.

Condensed Consolidating Balance Sheets

	September 30, 2016
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	3	$	4,672	$	47,815	$	—		$	52,490
Trade receivables, net of allowance	473		195,795		87,971		—			284,239
Inventories	—		255,117		48,140		(7,174		)	296,083
Prepaid expenses and other current assets	29,703		22,803		16,271		—			68,777
Intercompany receivables	1,914,669		802,197		6,761		(2,723,627		)	—
Total current assets	1,944,848		1,280,584		206,958		(2,730,801		)	701,589
Equity method investments	2,255		—		21,300		—			23,555
Investment in consolidated subsidiaries	2,405,870		1,008,175		—		(3,414,045		)	—
Property, plant, and equipment, net	5,795		897,393		300,981		—			1,204,169
Identifiable intangible and other assets, net	41,461		659,432		375,486		(28,253		)	1,048,126
Goodwill	—		982,922		452,350		—			1,435,272
Total Assets	$	4,400,229	$	4,828,506	$	1,357,075	$	(6,173,099	)	$	4,412,711
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	54,534	$	308,065	$	151,738	$	—		$	514,337
Current portion of debt and capital lease obligations	45,000		1,374		—		—			46,374
Income taxes payable	—		—		5,198		—			5,198
Intercompany payables	802,197		1,882,281		39,149		(2,723,627		)	—
Total current liabilities	901,731		2,191,720		196,085		(2,723,627		)	565,909
Long-term debt and capital lease obligations, net of debt issuance costs	2,057,968		19,248		—		—			2,077,216
Deferred income taxes	—		209,362		122,487		(28,253		)	303,596
Other long-term liabilities	24,171		2,306		23,154		—			49,631
Total liabilities	2,983,870		2,422,636		341,726		(2,751,880		)	2,996,352
Total shareholders' equity	1,416,359		2,405,870		1,015,349		(3,421,219		)	1,416,359
Total Liabilities and Shareholders' Equity	$	4,400,229	$	4,828,506	$	1,357,075	$	(6,173,099	)	$	4,412,711

Condensed Consolidating Balance Sheets

	December 31, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	2,282	$	36,328	$	—		$	38,610
Trade receivables, net of allowance	2,649		200,808		54,091		—			257,548
Inventories	—		232,757		46,755		(8,775		)	270,737
Prepaid expenses and other current assets	15,442		11,070		13,270		—			39,782
Intercompany receivables	1,878,299		686,469		37,962		(2,602,730		)	—
Total current assets	1,896,390		1,133,386		188,406		(2,611,505		)	606,677
Equity method investments	2,983		—		27,789		—			30,772
Investment in consolidated subsidiaries	2,156,856		943,501		—		(3,100,357		)	—
Property, plant, and equipment, net	6,169		893,594		237,758		—			1,137,521
Identifiable intangible and other assets, net	34,441		663,101		365,316		(24,281		)	1,038,577
Goodwill	—		991,085		424,237		—			1,415,322
Total Assets	$	4,096,839	$	4,624,667	$	1,243,506	$	(5,736,143	)	$	4,228,869
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	47,713	$	374,483	$	127,517	$	—		$	549,713
Current portion of debt and capital lease obligations	45,000		1,415		5,034		—			51,449
Income taxes payable	—		—		3,043		—			3,043
Intercompany payables	710,984		1,866,496		25,250		(2,602,730		)	—
Total current liabilities	803,697		2,242,394		160,844		(2,602,730		)	604,205
Long-term debt and capital lease obligations, net of debt issuance costs	2,058,621		20,219		100		—			2,078,940
Deferred income taxes	—		200,642		116,965		(24,281		)	293,326
Other long-term liabilities	23,613		4,556		13,321		—			41,490
Total liabilities	2,885,931		2,467,811		291,230		(2,627,011		)	3,017,961
Total shareholders' equity	1,210,908		2,156,856		952,276		(3,109,132		)	1,210,908
Total Liabilities and Shareholders' Equity	$	4,096,839	$	4,624,667	$	1,243,506	$	(5,736,143	)	$	4,228,869

Condensed Consolidating Statements of Comprehensive Income

	Three months ended September 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	886,351	$	209,720	$	(42,473	)	$	1,053,598
Cost of sales	—			588,308		125,134		(40,963		)	672,479
Gross profit	—			298,043		84,586		(1,510		)	381,119
Operating expenses:
Selling, distribution and marketing	—			147,051		41,858		—			188,909
General and administrative	25,269			38,602		19,012		—			82,883
Total operating expenses	25,269			185,653		60,870		—			271,792
Operating (loss) income	(25,269		)	112,390		23,716		(1,510		)	109,327
Other (income) expense:
Interest expense	18,340			258		57		—			18,655
Other (income) expense, net	(42,407		)	42,265		1,082		—			940
Total other (income) expense	(24,067		)	42,523		1,139		—			19,595
Income (loss) before income taxes and equity in earnings of subsidiaries	(1,202		)	69,867		22,577		(1,510		)	89,732
Income tax (benefit) expense	(2,052		)	24,952		6,294		—			29,194
Income before loss in equity method investments and equity in earnings of subsidiaries	850			44,915		16,283		(1,510		)	60,538
Loss in equity method investments	260			—		2,241		—			2,501
Equity in earnings of consolidated subsidiaries	57,447			12,532		—		(69,979		)	—
Net income	58,037			57,447		14,042		(71,489		)	58,037
Other comprehensive income, net of tax	645			645		645		(1,290		)	645
Comprehensive income	$	58,682		$	58,092	$	14,687	$	(72,779	)	$	58,682

Condensed Consolidating Statements of Comprehensive Income

	Three months ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	861,699		$	161,062		$	(18,873	)	$	1,003,888
Cost of sales	—			576,277			92,764			(16,284		)	652,757
Gross profit	—			285,422			68,298			(2,589		)	351,131
Operating expenses:
Selling, distribution and marketing	—			156,124			31,660			—			187,784
General and administrative	17,648			35,403			17,184			—			70,235
Total operating expenses	17,648			191,527			48,844			—			258,019
Operating (loss) income	(17,648		)	93,895			19,454			(2,589		)	93,112
Other (income) expense:
Interest expense	15,684			207			88			—			15,979
Other (income) expense, net	(27,700		)	30,666			(417		)	—			2,549
Total other (income) expense	(12,016		)	30,873			(329		)	—			18,528
Income (loss) before income taxes and equity in earnings of subsidiaries	(5,632		)	63,022			19,783			(2,589		)	74,584
Income tax (benefit) expense	(6,930		)	26,963			1,798			—			21,831
Income before loss in equity method investments and equity in earnings of subsidiaries	1,298			36,059			17,985			(2,589		)	52,753
Loss in equity method investments	236			—			2,495			—			2,731
Equity in earnings of consolidated subsidiaries	48,960			12,901			—			(61,861		)	—
Net income	50,022			48,960			15,490			(64,450		)	50,022
Other comprehensive loss, net of tax	(14,821		)	(14,821		)	(13,315		)	28,136			(14,821		)
Comprehensive income	$	35,201		$	34,139		$	2,175		$	(36,314	)	$	35,201

Condensed Consolidating Statements of Comprehensive Income

	Nine months ended September 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	2,648,427	$	583,376	$	(88,862	)	$	3,142,941
Cost of sales	—			1,784,066		342,754		(89,173		)	2,037,647
Gross profit	—			864,361		240,622		311			1,105,294
Operating expenses:
Selling, distribution and marketing	—			445,653		117,565		—			563,218
General and administrative	73,041			116,769		58,274		—			248,084
Total operating expenses	73,041			562,422		175,839		—			811,302
Operating (loss) income	(73,041		)	301,939		64,783		311			293,992
Other (income) expense:
Interest expense	49,716			684		372		—			50,772
Other (income) expense, net	(115,534		)	118,208		1,994		—			4,668
Total other (income) expense	(65,818		)	118,892		2,366		—			55,440
Income (loss) before income taxes and equity in earnings of subsidiaries	(7,223		)	183,047		62,417		311			238,552
Income tax (benefit) expense	(1,298		)	66,777		13,811		—			79,290
(Loss) income before loss in equity method investments and equity in earnings of subsidiaries	(5,925		)	116,270		48,606		311			159,262
Loss in equity method investments	728			—		6,128		—			6,856
Equity in earnings of consolidated subsidiaries	159,059			42,789		—		(201,848		)	—
Net income	152,406			159,059		42,478		(201,537		)	152,406
Other comprehensive income, net of tax	24,177			24,177		24,177		(48,354		)	24,177
Comprehensive income	$	176,583		$	183,236	$	66,655	$	(249,891	)	$	176,583

Condensed Consolidating Statements of Comprehensive Income (Loss)

	Nine months ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	2,433,087		$	424,447		$	(18,873	)	$	2,838,661
Cost of sales	—			1,627,921			241,160			(16,284		)	1,852,797
Gross profit	—			805,166			183,287			(2,589		)	985,864
Operating expenses:
Selling, distribution and marketing	—			438,177			91,679			—			529,856
General and administrative	67,965			102,244			45,615			—			215,824
Total operating expenses	67,965			540,421			137,294			—			745,680
Operating (loss) income	(67,965		)	264,745			45,993			(2,589		)	240,184
Other (income) expense:
Interest expense	37,543			796			241			—			38,580
Other (income) expense, net	(104,718		)	108,330			3,725			—			7,337
Total other (income) expense	(67,175		)	109,126			3,966			—			45,917
Income (loss) before income taxes and equity in earnings of subsidiaries	(790		)	155,619			42,027			(2,589		)	194,267
Income tax (benefit) expense	(3,469		)	60,920			6,776			—			64,227
Income before loss in equity method investments and equity in earnings of subsidiaries	2,679			94,699			35,251			(2,589		)	130,040
Loss in equity method investments	575			—			8,652			—			9,227
Equity in earnings of consolidated subsidiaries	118,709			24,010			—			(142,719		)	—
Net income	120,813			118,709			26,599			(145,308		)	120,813
Other comprehensive loss, net of tax	(41,844		)	(41,844		)	(40,319		)	82,163			(41,844		)
Comprehensive income (loss)	$	78,969		$	76,865		$	(13,720	)	$	(63,145	)	$	78,969

Condensed Consolidating Statements of Cash Flows

			Nine months ended September 30, 2016
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by operating activities	$	11,932		$	89,497		$	105,560		$	—		$	206,989
CASH FLOWS FROM INVESTING ACTIVITIES:
	Payments for acquisitions, net of cash acquired of $833		—			(60		)	(17,313		)	—			(17,373		)
	Payments for property, plant, and equipment		(1,259		)	(91,722		)	(74,745		)	—			(167,726		)
	Intercompany contributions		(11,128		)	—			—			11,128			—
	Proceeds from sale of fixed assets		—			251			8			—			259
		Net cash used in by investing activities	(12,387		)	(91,531		)	(92,050		)	11,128			(184,840		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			5,296			5,832			(11,128		)	—
	Repayment of debt		(33,750		)	—			—			—			(33,750		)
	Payments on capital lease obligations		—			(872		)	—			—			(872		)
	Proceeds from revolver line of credit		574,400			—			77,542			—			651,942
	Payments on revolver line of credit		(544,100		)	—			(82,980		)	—			(627,080		)
	Proceeds from exercise of stock options		9,369			—			—			—			9,369
	Minimum tax withholding paid on behalf of employees for share-based compensation		(12,883		)	—			—			—			(12,883		)
	Excess tax benefit from share-based compensation		7,848			—			10			—			7,858
	Payment of deferred financing costs		(426		)	—			—			—			(426		)
		Net cash provided by financing activities	458			4,424			404			(11,128		)	(5,842		)
		Effect of exchange rate changes on cash and cash equivalents	—			—			(2,427		)	—			(2,427		)
INCREASE IN CASH AND CASH EQUIVALENTS			3			2,390			11,487			—			13,880
Cash and cash equivalents, beginning of period			—			2,282			36,328			—			38,610
Cash and cash equivalents, end of period			$	3		$	4,672		$	47,815		$	—		$	52,490

Condensed Consolidating Statements of Cash Flows

			Nine months ended September 30, 2015
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by operating activities	$	41,984		$	103,850		$	23,211		$	—		$	169,045
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in equity method investments		(701		)	—			—			—			(701		)
	Payments for acquisition, net of cash acquired of $8,521		—			(159,208		)	(548,397		)	—			(707,605		)
	Proceeds from acquisition adjustments		—			346			—			—			346
	Payments for property, plant, and equipment		(245		)	(137,420		)	(59,231		)	—			(196,896		)
	Intercompany contributions		(736,344		)	—			—			736,344			—
	Proceeds from sale of fixed assets		—			2,152			6,779			—			8,931
		Net cash used in investing activities	(737,290		)	(294,130		)	(600,849		)	736,344			(895,925		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			194,229			542,115			(736,344		)	—
	Repayment of debt		(15,000		)	—			—			—			(15,000		)
	Payments on capital lease obligations		—			(875		)	—			—			(875		)
	Proceeds from revolver line of credit		1,093,945			—			47,123			—			1,141,068
	Payments on revolver line of credit		(389,600		)	—			(44,619		)	—			(434,219		)
	Proceeds from exercise of stock options		13,815			—			—			—			13,815
	Minimum tax withholding paid on behalf of employees for share-based compensation		(27,856		)	—			—			—			(27,856		)
	Excess tax benefit from share-based compensation		20,464			—			—			—			20,464
	Payment of deferred financing costs		(462		)	—			—			—			(462		)
		Net cash provided by financing activities	695,306			193,354			544,619			(736,344		)	696,935
		Effect of exchange rate changes on cash and cash equivalents	—			—			8,726			—			8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			—			3,074			(24,293		)	—			(21,219		)
Cash and cash equivalents, beginning of period			—			524			49,716			—			50,240
Cash and cash equivalents, end of period			$	—		$	3,598		$	25,423		$	—		$	29,021

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The Proposed Merger with Danone

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

The Proposed Merger with Danone

The Proposed Merger with Danone

On July 6, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danone, and July Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Danone (“Merger Sub”).

The Merger Agreement provides that, among other things, Merger Sub will be merged with and into the Company (the “Merger”) with the Company continuing as the surviving corporation. As a result of the Merger, the Company will become a wholly-owned subsidiary of Danone. At the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.01 per share, issued and outstanding prior to the Effective Time (other than shares owned by the Company or any of its subsidiaries or Danone or any of its subsidiaries (including Merger Sub)), will automatically be canceled for no consideration, and converted into the right to receive $56.25 in cash, without interest.

If the Merger Agreement were to be terminated in specified circumstances, the Company would be required to pay Danone a termination fee of $310.0 million. These circumstances include if the merger agreement were terminated because closing has not occurred by the specified long stop date (subject to applicable extensions) or because WhiteWave has breached its obligations under the agreement, and a Company takeover proposal has been made for WhiteWave which is not publicly withdrawn as of the date of termination, and prior to the first anniversary of such termination WhiteWave enters into a definitive agreement with respect to or consummates a Company takeover proposal.

On October 4, 2016 stockholders approved our merger agreement with Danone. The closing of the merger remains subject to the satisfaction of customary conditions, including the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and approval of the merger by the European Commission pursuant to the EU Merger Regulation.  On October 3, 2016, the United States Department of Justice (“DOJ”) issued a request for additional information, commonly known as a “second request,” which extends the HSR waiting period until the 30^th calendar day after the date that both parties substantially comply with the second request, unless the waiting period terminates earlier.  On October 26, 2016, Danone filed its Form CO with the European Commission. WhiteWave and Danone continue to work with the DOJ and the European Commission to obtain regulatory clearance and approval. We currently expect closing to occur in first quarter 2017, though there can be no assurance regarding timing of completion of regulatory processes.

During the third quarter of 2016, the Company has incurred $7.5 million of transaction costs related to the planned Merger with Danone, which were recorded in general and administrative expense in our condensed consolidated statements of income.

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General (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Our Business

Nature of Our Business — We are a leading consumer packaged food and beverage company focused on high-growth product categories that are aligned with emerging consumer trends. We manufacture, market and sell branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce. We sell products primarily in North America, Europe and through a joint venture in China. We focus on providing consumers with innovative, great-tasting food and beverage choices that meet their increasing desires for nutritious, flavorful, convenient, and responsibly-produced products. Our widely-recognized, leading brands distributed in North America include Silk, So Delicious and Vega plant-based foods and beverages, International Delight and LAND O LAKES coffee creamers and beverages, Horizon Organic and Wallaby Organic premium dairy products and Earthbound Farm organic salads, fruits and vegetables. Our popular plant-based foods and beverages brands in Europe include Alpro and Provamel.

Effective January 1, 2016, we report results of operations through two reportable segments: Americas Foods & Beverages and Europe Foods & Beverages. This reporting structure aligns with the way our Chief Operating Decision Maker ("CODM"), our CEO, monitors operating performance, allocates resources, and deploys capital. In 2015, we reported results of operations through three reportable segments: Americas Foods & Beverages, Americas Fresh Foods and Europe Foods & Beverages.  In connection with our management restructure in early 2016, we consolidated the historical Americas Foods & Beverages and Americas Fresh Foods segments into a single Americas Foods & Beverages segment. Accordingly, prior year segment data has been recast to reflect this new segment structure.

Basis of Presentation

Basis of Presentation — The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the Securities and Exchange Commission ("SEC") on February 29, 2016.

As discussed in Note 16 The Proposed Merger with Danone, on July 6, 2016 the Company entered into a merger agreement with Danone S.A., a société anonyme organized under the laws of France (“Danone”), as a result of which the Company is expected to become a wholly-owned subsidiary of Danone. Since the merger has not yet been completed, none of the unaudited condensed consolidated financial statements and related disclosures in this Form 10-Q consider the potential impact of the pending merger.

In our opinion, we have made all necessary adjustments (which generally include normal recurring adjustments) in order to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to SEC rules and regulations applicable to quarterly reporting on Form 10-Q. The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Actual results could differ from these estimates. Our results of operations for the three and nine months ended September 30, 2016 and 2015 may not be indicative of our operating results for the full year. The unaudited condensed consolidated financial statements contained in this Form 10-Q should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015 contained in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606, to clarify the principles used to recognize revenue for all entities. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09. In 2016, the FASB has issued the following additional guidance: i) ASU No. 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net),which provides clarification when assessing whether an entity is a principal or agent in a revenue transaction, and impacts whether an entity reports revenue on a gross or net basis, ii) ASU No. 2016-10, Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 regarding the identification of performance obligations and accounting for licenses of intellectual property, iii) ASU No. 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting, which rescinds specific SEC guidance related to revenue recognition currently codified in US GAAP as a result of the new revenue standard, and iv) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, which amends the guidance in ASU 2014-09 by providing practical expedients to simplify the transition to the new revenue standard and clarify certain aspects of the standard. The new guidance will be effective for annual and interim periods beginning on or after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. The standard includes a five step model to determine when revenue should be recognized, which is 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. The standard allows several methods of adoption including either a 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. Early adoption will be permitted as of the December 31, 2016 original effective date. We are currently evaluating the effects, if any, the adoption of this guidance will have on the Company's consolidated financial statements and the transition method that we will select to implement the new standard.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure requirements. This guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Adoption will require establishing a going concern assessment process to meet the standard. The adoption will not have an impact to the Company’s consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This ASU discusses amendments to existing accounting guidance to modify the subsequent measurement of inventory. Under existing guidance, an entity measures inventory at the lower of cost or market, with market defined as replacement cost, net realizable value ("NRV"), or NRV less a normal profit margin. An entity uses current replacement cost provided that it is not above NRV (ceiling) or below NRV less a normal profit margin (floor). Amendments in the new guidance require an entity to subsequently measure inventory at the lower of cost or net realizable value and eliminates the need to determine replacement cost and evaluate whether it is above the ceiling or below the floor. NRV is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public business entities, the ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted for all entities and should be applied prospectively. We expect that the adoption of this guidance will not have any impact on the Company's consolidated financial statements.    

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  This ASU requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  The new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the effects adoption of this guidance will have on the Company’s consolidated financial statements and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance will require companies to include excess tax benefits (deficiencies) as a component of income tax expense rather than additional paid-in capital. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The impact ASU No. 2016-09 will have on the Company’s consolidated financial statements upon adoption will mainly depend on unpredictable future events, including the timing and value realized for future share-based transactions upon exercise/vesting versus the fair value at grant date, and will create additional benefit or expense to our consolidated statements of income.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which provides changes on how companies measure and recognize credit losses on financial instruments. The new guidance will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of financial assets that are in the scope of the standard. The new standard is effective for public companies in fiscal years beginning after December 31, 2019. We expect that the adoption of this guidance will not have any impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which provides clarification on the treatment of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating transition date, but we do not expect that the adoption of this guidance will have any impact on the Company's consolidated financial statements.

Segment, Geographic, and Customer Information

We evaluate the performance of our segments based on net sales and operating income. The amounts in the following tables are obtained from reports used by our chief operating decision maker. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.

Expense related to share-based compensation has not been allocated to our segments and is reflected entirely within the caption “Corporate and other”.

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Schedule of Allocation of Purchase Price

The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed for the fiscal 2015 acquisitions.

	EIEIO		Vega		Wallaby
	May 29, 2015		August 1, 2015		August 30, 2015
	(In thousands)
Assets acquired:
Cash and cash equivalents	$	1,546	$	5,235	$	1,740
Inventories	3,050		18,379		2,252
Other current assets	1,951		18,886		5,245
Property, plant and equipment	554		650		11,492
Trademarks	11,600		189,963		48,036
Intangible assets with finite lives	10,160		106,920		9,058
Other long-term assets	—		1,779		50
Liabilities assumed:
Accounts payable and other accruals	2,296		12,802		1,542
Deferred taxes	—		76,739		—
Other long-term liabilities	173		7,581		1,031
Total identifiable net assets	26,392		244,690		75,300
Goodwill	13,810		308,942		47,052
Total purchase price	$	40,202	$	553,632	$	122,352

Pro Forma Information

The following table summarizes unaudited supplemental pro forma consolidated results of operations as if we acquired EIEIO, Vega and Wallaby on January 1, 2015. No pro forma unaudited consolidated results of operations is presented for the three and nine months ended September 30, 2016 or the corresponding prior periods related to the IPP acquisition as their results are not material to the condensed consolidated results of the Company.

	Three months ended September 30, 2015		Nine months ended September 30, 2015
	(In thousands, except share data)
Net sales	$	1,024,720	$	2,955,693
Income before income taxes	76,886		202,578
Diluted earnings per common share	$	0.32	$	0.76

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Inventories (Tables)

9 Months Ended

Sep. 30, 2016

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following:

	September 30, 2016		December 31, 2015
	(In thousands)
Raw materials and supplies	$	141,105	$	120,922
Finished goods	154,978		149,815
Total	$	296,083	$	270,737

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows:

	Americas Foods & Beverages			Europe Foods & Beverages		Total
	(In thousands)
Balance at December 31, 2015	$	1,278,753		$	136,569	$	1,415,322
Acquisitions	12,257			—		12,257
Purchase price adjustments (1)	(10,492		)	—		(10,492		)
Foreign currency translation	14,322			3,863		18,185
Balance at September 30, 2016	$	1,294,840		$	140,432	$	1,435,272

 ____________________________________

(1) Purchase price adjustments are the result of adjustments made for the finalization of the fair value of certain intangible assets and the finalization of certain income tax matters.

Net Intangible Assets Other Than Goodwill

The gross carrying amount and accumulated amortization of our intangible assets, other than goodwill, as of September 30, 2016 and December 31, 2015 are as follows:

	September 30, 2016							December 31, 2015
	Gross  carrying amount		Accumulated amortization			Net carrying amount		Gross  carrying amount		Accumulated amortization			Net carrying amount
	(In thousands)
Intangible assets with indefinite lives:
Trademarks (1)	$	790,067	$	—		$	790,067	$	777,718	$	—		$	777,718
Intangible assets with finite lives:
Customer-related and other (1)	283,008		(54,223		)	228,785		270,801		(39,828		)	230,973
Supplier relationships	12,000		(2,640		)	9,360		12,000		(1,920		)	10,080
Non-compete agreements (1)	1,337		(835		)	502		1,267		(592		)	675
Trademarks	968		(966		)	2		968		(965		)	3
Total	$	1,087,380	$	(58,664	)	$	1,028,716	$	1,062,754	$	(43,305	)	$	1,019,449

 ____________________________________

 (1) The change in the carrying amount is the result of foreign currency translation and purchase accounting adjustments.

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Debt and Capital Lease Obligations (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Summary of Outstanding Debt and Capital Lease Obligations

Our outstanding debt and capital lease obligations as of September 30, 2016 and December 31, 2015 consisted of the following:

	September 30, 2016						December 31, 2015
	Amount outstanding			Interest rate			Amount outstanding			Interest rate
	(In thousands, except percentages)
Senior secured credit facilities	$	1,623,550		2.39	%	*	$	1,627,000		2.54	%	*
Senior unsecured notes	500,000			5.38	%		500,000			5.38	%
Capital lease obligations	20,622						21,635
Other borrowings	—						5,133			3.70	%
Less current portion	(46,374		)				(51,449		)
Less debt issuance costs	(20,582		)				(23,379		)
Total long-term debt	$	2,077,216					$	2,078,940

 ____________________________________

* Represents a weighted average rate, including applicable interest rate margins.

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Derivative Financial Instruments and Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Agreements

The following table summarizes the terms of the 2017 swap agreements as of September 30, 2016:

Fixed Interest Rates	Expiration Date	Notional Amount
		(In thousands)
2.75% to 3.19%	March 31, 2017	$	650,000

Derivatives Recorded at Fair Value in Consolidated Balance Sheets

As of September 30, 2016 and December 31, 2015, derivatives recorded at fair value in our condensed consolidated balance sheets were as follows:

	Derivative assets				Derivative liabilities
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
	(In thousands)
Derivatives designated as Hedging Instruments
Foreign currency contracts - current (1)(3)	$	1,761	$	483	$	10	$	—
Total	1,761		483		10		—
Derivatives not designated as Hedging Instruments
Interest rate swap contracts - current (1)	—		—		7,852		15,228
Commodities contracts - current (1)	936		—		3,484		11,093
Commodities contracts - noncurrent (2)	380		—		—		1,551
Interest rate swap contracts - noncurrent (2)	—		—		—		3,142
Total	$	1,316	$	—	$	11,336	$	31,014
Total derivatives	$	3,077	$	483	$	11,346	$	31,014

  ____________________________________

(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 condensed 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 condensed consolidated balance sheets.

(3) $1.6 million of the derivative asset balance as of September, 30 2016 relates to a foreign currency hedge on an intercompany note for which the change in fair value offsets the impact of the note being re-measured into the functional currency.

Gains and Losses on Derivatives Designated as Cash Flow Hedges

Gains on derivatives designated as cash flow hedges reclassified from accumulated other comprehensive loss into income for the three and nine months ended September 30, 2016 and 2015 were as follows:

	Three months ended September 30,					Nine months ended September 30,
	2016			2015		2016		2015
	(In thousands)
Realized gains/(losses) on foreign currency contracts (1)	$	(31	)	$	623	$	24	$	982

  ____________________________________

(1) Recorded in cost of sales in our condensed consolidated statements of income. See Note 10 "Accumulated Other Comprehensive Loss."

Summary of Derivatives Assets and Liabilities Measured at Fair Value on Recurring Basis

A summary of our financial assets and liabilities subject to recurring fair value measurements and the basis for that measurement according to the levels in the fair value hierarchy as of September 30, 2016 and December 31, 2015 is as follows:

	Fair value as of September 30, 2016		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash equivalents	$	88	$	88	$	—	$	—
Supplemental Executive Retirement Plan investments	3,747		3,747		—		—
Qualifying insurance policies (1)	11,001		—		—		11,001
Foreign currency contracts	1,761		—		1,761		—
Commodities contracts	1,316		—		1,316		—
Deferred compensation investments	5,079		—		5,079		—
Total assets	$	22,992	$	3,835	$	8,156	$	11,001
Liabilities:
Foreign currency contracts	$	10	$	—	$	10	$	—
Commodities contracts	3,484		—		3,484		—
Interest rate swap contracts	7,852		—		7,852		—
Total liabilities	$	11,346	$	—	$	11,346	$	—

  ____________________________________

(1) Change in value since December 31, 2015 due to foreign currency translation.

There were no transfers between the three levels of the fair value hierarchy during the nine months ended September 30, 2016.

	Fair value as of December 31, 2015		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash equivalents	$	107	$	107	$	—	$	—
Supplemental Executive Retirement Plan investments	3,164		3,164		—		—
Qualifying insurance policies	10,631		—		—		10,631
Foreign currency contracts	483		—		483		—
Deferred compensation investments	4,359		—		4,359		—
Total assets	$	18,744	$	3,271	$	4,842	$	10,631
Liabilities:
Commodities contracts	$	12,644	$	—	$	12,644	$	—
Interest rate swap contracts	18,370		—		18,370		—
Total liabilities	$	31,014	$	—	$	31,014	$	—

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Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Share-Based Compensation Expense

The following table summarizes the share-based compensation expense recognized for the Company’s equity and liability classified plans in the three and nine months ended September 30, 2016 and 2015:

	Three months ended September 30,					Nine months ended September 30,
	2016		2015			2016		2015
	(In thousands)
Equity awards:
Stock options	$	1,541	$	2,353		$	7,249	$	9,410
RSUs	2,603		3,676			11,289		13,277
PSUs	1,374		1,075			6,242		4,850
Equity awards share-based compensation expense	5,518		7,104			24,780		27,537
Liability awards:
Phantom shares	—		62			13		802
SARs	357		(282		)	1,126		4,693
Liability awards share-based compensation expense	357		(220		)	1,139		5,495
Total share-based compensation expense	$	5,875	$	6,884		$	25,919	$	33,032

Weighted Average Assumptions Used to Estimate Fair Value of Stock Award Grants Issued

The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model with the following assumptions:

	Nine months ended September 30,
	2016	2015
Expected volatility	28% - 29%	28% - 29%
Expected dividend yield	0%	0%
Expected option term	6 years	6 years
Risk-free rate of return	1.14% to 1.70%	1.45% to 1.82%
Forfeiture rate	—%	—%

Summary of Stock Option Activity

The following table summarizes stock option activity during the nine months ended September 30, 2016:

	Number of options		Weighted average exercise price		Weighted average contractual life in years	Aggregate intrinsic value
Options outstanding at January 1, 2016	9,440,803		$	19.14
Granted	813,267		$	36.59
Forfeited, canceled and expired (1)	(53,119	)	$	40.59
Exercised (including tax withholding) (1)	(1,115,518	)	$	19.83
Options outstanding at September 30, 2016	9,085,433		$	20.49	5.51	$	308,323,353
Options vested and expected to vest at September 30, 2016	9,085,433		$	20.49	5.51	$	308,323,353
Options exercisable at September 30, 2016	7,499,147		$	17.42	4.84	$	277,562,397

 ____________________________________

(1) Pursuant to the terms of the 2012 SIP, options that are forfeited, canceled or expired may be available for future grants; howevershares delivered to or withheld by the Company for the payment of the exercise price of an option and/or tax withholding related to an exercise, and shares subject to an option that are not issued upon the net exercise of such option, are not added back to the pool of shares available for future awards.

Summary of Restricted Stock Unit Activity

The following table summarizes RSU activity during the nine months ended September 30, 2016:

RSUs outstanding January 1, 2016	839,252
RSUs granted	409,415
Shares issued upon vesting of RSUs (including tax withholding) (1)	(443,594		)
RSUs canceled (1)	(33,659		)
RSUs outstanding at September 30, 2016	771,414
Weighted average grant date fair value per share	$	34.99

 __________________________________

(1) Pursuant to the terms of the 2012 SIP, RSUs that are canceled or forfeited before they vest may be available for future grants; howevershares delivered to or withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are not added back to the pool of shares available for future awards.

Schedule of PSU Activity

The following table summarizes PSU activity during the nine months ended September 30, 2016:

PSUs outstanding January 1, 2016	107,358
PSUs granted	155,846
Shares issued upon vesting of PSUs (1)	(71,580		)
PSUs canceled (1)	—
PSUs outstanding at September 30, 2016	191,624
Weighted average grant date fair value per share	$	37.16

__________________________________________

(1) Pursuant to the terms of the 2012 SIP, PSUs that are canceled or forfeited before they vest may be available for future grants; however shares delivered to or withheld by the Company for the payment of the employee's tax withholding related to a PSU vesting are not added back to the pool of shares available for future awards. Shares issued upon vesting of PSUs on April 18, 2016 were 71,580, which represented 200% payout.

WhiteWave Stock Appreciation Rights Activity

The following table summarizes SARs activity during the nine months ended September 30, 2016:

	Number of SARs		Weighted average exercise price		Weighted average contractual life in years	Aggregate intrinsic value
SARs outstanding at January 1, 2016	122,031		$	16.45
Granted	—		$	—
Forfeited and canceled (1)	—		$	—
Exercised	(74,397	)	$	16.44
SARs outstanding at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028
SARs vested and expected to vest at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028
SARs exercisable at September 30, 2016	47,634		$	16.45	6.16	$	1,809,028

 _____________________________________

(1) Pursuant to the terms of the 2012 SIP, SARs that are canceled or forfeited may be available for future grants.

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income/(Loss)

The changes in accumulated other comprehensive loss by component for the three months ended September 30, 2016 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at July 1, 2016	$	(649	)	$	(778	)	$	(106,575	)	$	(108,002	)
Other comprehensive income/(loss) before reclassifications	245			(14		)	488			719
Amounts reclassified from accumulated other comprehensive income/(loss)	(79		)	5			—			(74		)
Other comprehensive income/(loss), net of tax benefit of $61	166			(9		)	488			645
Balance at September 30, 2016	$	(483	)	$	(787	)	$	(106,087	)	$	(107,357	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2016 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at January 1, 2016	$	505		$	(761	)	$	(131,278	)	$	(131,534	)
Other comprehensive income/(loss) before reclassifications	(964		)	(29		)	25,191			24,198
Amounts reclassified from accumulated other comprehensive income/(loss)	(24		)	3			—			(21		)
Other comprehensive income/(loss), net of tax benefit of $17	(988		)	(26		)	25,191			24,177
Balance at September 30, 2016	$	(483	)	$	(787	)	$	(106,087	)	$	(107,357	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the three months ended September 30, 2015 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at July 1, 2015	$	837		$	(1,888	)	$	(87,090	)	$	(88,141	)
Other comprehensive income/(loss) before reclassifications	(2,132		)	17			(13,305		)	(15,420		)
Amounts reclassified from accumulated other comprehensive income/(loss)	623			(24		)	—			599
Other comprehensive income/(loss), net of tax benefit of $296	(1,509		)	(7		)	(13,305		)	(14,821		)
Balance at September 30, 2015	$	(672	)	$	(1,895	)	$	(100,395	)	$	(102,962	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

The changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2015 were as follows (net of tax):

	Derivative instruments (1)			Defined benefit pension plan (2)			Foreign currency translation adjustment			Total
				(In thousands)
Balance at January 1, 2015	$	774		$	(2,050	)	$	(59,842	)	$	(61,118	)
Other comprehensive income/(loss) before reclassifications	(2,428		)	227			(40,553		)	(42,754		)
Amounts reclassified from accumulated other comprehensive income/(loss)	982			(72		)	—			910
Other comprehensive income/(loss), net of tax benefit of $181	(1,446		)	155			(40,553		)	(41,844		)
Balance at September 30, 2015	$	(672	)	$	(1,895	)	$	(100,395	)	$	(102,962	)

  ____________________________________

(1) The accumulated other comprehensive loss reclassification components affect cost of sales. See Note 8 “Derivative Financial Instruments and Fair Value Measurement.”

(2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs which are both included in the computation of net periodic pension cost. See Note 11 “Employee Retirement Plans.”

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Employee Retirement Plans (Tables)

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Periodic Benefit Cost

The components of net periodic benefit cost for our pension plans for the three and nine months ended September 30, 2016 and 2015 are detailed below:

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	404		$	444		$	1,214		$	1,332
Interest cost	95			84			285			252
Expected return on plan assets	(71		)	(68		)	(211		)	(204		)
Amortization:
Unrecognized net loss	1			24			3			72
Net periodic benefit cost	$	429		$	484		$	1,291		$	1,452

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Segment, Geographic, and Customer Information (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Summarized Income Statement Amounts by Segment

The following table presents the summarized income statement amounts by segment:

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
	(In thousands)
Total net sales:
Americas Foods & Beverages	$	909,450		$	869,074		$	2,702,668		$	2,440,463
Europe Foods & Beverages	144,148			134,814			440,273			398,198
Total net sales	$	1,053,598		$	1,003,888		$	3,142,941		$	2,838,661
Operating income:
Americas Foods & Beverages	$	120,350		$	94,662		$	321,985		$	265,512
Europe Foods & Beverages	17,299			18,959			53,009			50,066
Total reportable segment operating income	137,649			113,621			374,994			315,578
Corporate and other	(28,322		)	(20,509		)	(81,002		)	(75,394		)
Total operating income	109,327			93,112			293,992			240,184
Other expense:
Interest expense	18,655			15,979			50,772			38,580
Other expense, net	940			2,549			4,668			7,337
Income before taxes	$	89,732		$	74,584		$	238,552		$	194,267
Depreciation and amortization:
Americas Foods & Beverages	$	28,144		$	25,868		$	83,291		$	70,831
Europe Foods & Beverages	6,295			4,943			18,442			14,180
Corporate and other	580			527			1,674			1,664
Total depreciation and amortization	$	35,019		$	31,338		$	103,407		$	86,675

Sales Amounts by Product Categories

The following tables present sales amounts by product categories:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands)
Total net sales:
Americas Foods & Beverages
Plant-based foods and beverages	$	277,315	$	252,831	$	819,614	$	680,090
Coffee creamers and beverages	298,832		274,526		862,106		775,045
Premium dairy	205,566		195,165		605,055		547,897
Fresh foods	127,737		146,552		415,893		437,431
Americas Foods & Beverages net sales	909,450		869,074		2,702,668		2,440,463
Europe Foods & Beverages
Plant-based foods and beverages	144,148		134,814		440,273		398,198
Europe Foods & Beverages net sales	144,148		134,814		440,273		398,198
Total net sales	$	1,053,598	$	1,003,888	$	3,142,941	$	2,838,661

Summarized Balance Sheet Amounts by Segment

The following tables present assets and capital expenditures by segment:

	September 30, 2016		December 31, 2015
	(In thousands)
Assets:
Americas Foods & Beverages	$	3,669,413	$	3,555,988
Europe Foods & Beverages	668,867		605,843
Corporate	74,431		67,038
Total	$	4,412,711	$	4,228,869

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands)
Capital expenditures:
Americas Foods & Beverages	$	39,068	$	32,787	$	94,319	$	125,313
Europe Foods & Beverages	34,977		21,620		72,088		59,443
Corporate	599		84		1,319		327
Total	$	74,644	$	54,491	$	167,726	$	185,083

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Net Income Per Share

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
	(In thousands, except share and per share data)
Basic earnings per share computation:
Numerator:
Net income	$	58,037	$	50,022	$	152,406	$	120,813
Denominator:
Weighted average common shares	177,185,368		175,846,533		176,902,352		175,290,113
Basic earnings per share	$	0.33	$	0.28	$	0.86	$	0.69
Diluted earnings per share computation:
Numerator:
Net income	$	58,037	$	50,022	$	152,406	$	120,813
Denominator:
Weighted average common shares - basic	177,185,368		175,846,533		176,902,352		175,290,113
Stock option conversion (1)	3,757,586		3,903,791		3,456,172		4,033,138
Stock units (2)	568,381		694,197		594,045		683,451
Weighted average common shares - diluted	181,511,335		180,444,521		180,952,569		180,006,702
Diluted earnings per share	$	0.32	$	0.28	$	0.84	$	0.67
(1) Anti-dilutive options excluded	32,888		448,961		209,328		359,955
(2) Anti-dilutive RSUs excluded	0		7,706		100		2,597

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Supplemental Guarantor Financial Information (Tables)

9 Months Ended

Sep. 30, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

	September 30, 2016
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	3	$	4,672	$	47,815	$	—		$	52,490
Trade receivables, net of allowance	473		195,795		87,971		—			284,239
Inventories	—		255,117		48,140		(7,174		)	296,083
Prepaid expenses and other current assets	29,703		22,803		16,271		—			68,777
Intercompany receivables	1,914,669		802,197		6,761		(2,723,627		)	—
Total current assets	1,944,848		1,280,584		206,958		(2,730,801		)	701,589
Equity method investments	2,255		—		21,300		—			23,555
Investment in consolidated subsidiaries	2,405,870		1,008,175		—		(3,414,045		)	—
Property, plant, and equipment, net	5,795		897,393		300,981		—			1,204,169
Identifiable intangible and other assets, net	41,461		659,432		375,486		(28,253		)	1,048,126
Goodwill	—		982,922		452,350		—			1,435,272
Total Assets	$	4,400,229	$	4,828,506	$	1,357,075	$	(6,173,099	)	$	4,412,711
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	54,534	$	308,065	$	151,738	$	—		$	514,337
Current portion of debt and capital lease obligations	45,000		1,374		—		—			46,374
Income taxes payable	—		—		5,198		—			5,198
Intercompany payables	802,197		1,882,281		39,149		(2,723,627		)	—
Total current liabilities	901,731		2,191,720		196,085		(2,723,627		)	565,909
Long-term debt and capital lease obligations, net of debt issuance costs	2,057,968		19,248		—		—			2,077,216
Deferred income taxes	—		209,362		122,487		(28,253		)	303,596
Other long-term liabilities	24,171		2,306		23,154		—			49,631
Total liabilities	2,983,870		2,422,636		341,726		(2,751,880		)	2,996,352
Total shareholders' equity	1,416,359		2,405,870		1,015,349		(3,421,219		)	1,416,359
Total Liabilities and Shareholders' Equity	$	4,400,229	$	4,828,506	$	1,357,075	$	(6,173,099	)	$	4,412,711

Condensed Consolidating Balance Sheets

	December 31, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	2,282	$	36,328	$	—		$	38,610
Trade receivables, net of allowance	2,649		200,808		54,091		—			257,548
Inventories	—		232,757		46,755		(8,775		)	270,737
Prepaid expenses and other current assets	15,442		11,070		13,270		—			39,782
Intercompany receivables	1,878,299		686,469		37,962		(2,602,730		)	—
Total current assets	1,896,390		1,133,386		188,406		(2,611,505		)	606,677
Equity method investments	2,983		—		27,789		—			30,772
Investment in consolidated subsidiaries	2,156,856		943,501		—		(3,100,357		)	—
Property, plant, and equipment, net	6,169		893,594		237,758		—			1,137,521
Identifiable intangible and other assets, net	34,441		663,101		365,316		(24,281		)	1,038,577
Goodwill	—		991,085		424,237		—			1,415,322
Total Assets	$	4,096,839	$	4,624,667	$	1,243,506	$	(5,736,143	)	$	4,228,869
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	47,713	$	374,483	$	127,517	$	—		$	549,713
Current portion of debt and capital lease obligations	45,000		1,415		5,034		—			51,449
Income taxes payable	—		—		3,043		—			3,043
Intercompany payables	710,984		1,866,496		25,250		(2,602,730		)	—
Total current liabilities	803,697		2,242,394		160,844		(2,602,730		)	604,205
Long-term debt and capital lease obligations, net of debt issuance costs	2,058,621		20,219		100		—			2,078,940
Deferred income taxes	—		200,642		116,965		(24,281		)	293,326
Other long-term liabilities	23,613		4,556		13,321		—			41,490
Total liabilities	2,885,931		2,467,811		291,230		(2,627,011		)	3,017,961
Total shareholders' equity	1,210,908		2,156,856		952,276		(3,109,132		)	1,210,908
Total Liabilities and Shareholders' Equity	$	4,096,839	$	4,624,667	$	1,243,506	$	(5,736,143	)	$	4,228,869

Condensed Consolidating Statements of Comprehensive Income (Loss)

Condensed Consolidating Statements of Comprehensive Income

	Three months ended September 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	886,351	$	209,720	$	(42,473	)	$	1,053,598
Cost of sales	—			588,308		125,134		(40,963		)	672,479
Gross profit	—			298,043		84,586		(1,510		)	381,119
Operating expenses:
Selling, distribution and marketing	—			147,051		41,858		—			188,909
General and administrative	25,269			38,602		19,012		—			82,883
Total operating expenses	25,269			185,653		60,870		—			271,792
Operating (loss) income	(25,269		)	112,390		23,716		(1,510		)	109,327
Other (income) expense:
Interest expense	18,340			258		57		—			18,655
Other (income) expense, net	(42,407		)	42,265		1,082		—			940
Total other (income) expense	(24,067		)	42,523		1,139		—			19,595
Income (loss) before income taxes and equity in earnings of subsidiaries	(1,202		)	69,867		22,577		(1,510		)	89,732
Income tax (benefit) expense	(2,052		)	24,952		6,294		—			29,194
Income before loss in equity method investments and equity in earnings of subsidiaries	850			44,915		16,283		(1,510		)	60,538
Loss in equity method investments	260			—		2,241		—			2,501
Equity in earnings of consolidated subsidiaries	57,447			12,532		—		(69,979		)	—
Net income	58,037			57,447		14,042		(71,489		)	58,037
Other comprehensive income, net of tax	645			645		645		(1,290		)	645
Comprehensive income	$	58,682		$	58,092	$	14,687	$	(72,779	)	$	58,682

Condensed Consolidating Statements of Comprehensive Income

	Three months ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	861,699		$	161,062		$	(18,873	)	$	1,003,888
Cost of sales	—			576,277			92,764			(16,284		)	652,757
Gross profit	—			285,422			68,298			(2,589		)	351,131
Operating expenses:
Selling, distribution and marketing	—			156,124			31,660			—			187,784
General and administrative	17,648			35,403			17,184			—			70,235
Total operating expenses	17,648			191,527			48,844			—			258,019
Operating (loss) income	(17,648		)	93,895			19,454			(2,589		)	93,112
Other (income) expense:
Interest expense	15,684			207			88			—			15,979
Other (income) expense, net	(27,700		)	30,666			(417		)	—			2,549
Total other (income) expense	(12,016		)	30,873			(329		)	—			18,528
Income (loss) before income taxes and equity in earnings of subsidiaries	(5,632		)	63,022			19,783			(2,589		)	74,584
Income tax (benefit) expense	(6,930		)	26,963			1,798			—			21,831
Income before loss in equity method investments and equity in earnings of subsidiaries	1,298			36,059			17,985			(2,589		)	52,753
Loss in equity method investments	236			—			2,495			—			2,731
Equity in earnings of consolidated subsidiaries	48,960			12,901			—			(61,861		)	—
Net income	50,022			48,960			15,490			(64,450		)	50,022
Other comprehensive loss, net of tax	(14,821		)	(14,821		)	(13,315		)	28,136			(14,821		)
Comprehensive income	$	35,201		$	34,139		$	2,175		$	(36,314	)	$	35,201

Condensed Consolidating Statements of Comprehensive Income

	Nine months ended September 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	2,648,427	$	583,376	$	(88,862	)	$	3,142,941
Cost of sales	—			1,784,066		342,754		(89,173		)	2,037,647
Gross profit	—			864,361		240,622		311			1,105,294
Operating expenses:
Selling, distribution and marketing	—			445,653		117,565		—			563,218
General and administrative	73,041			116,769		58,274		—			248,084
Total operating expenses	73,041			562,422		175,839		—			811,302
Operating (loss) income	(73,041		)	301,939		64,783		311			293,992
Other (income) expense:
Interest expense	49,716			684		372		—			50,772
Other (income) expense, net	(115,534		)	118,208		1,994		—			4,668
Total other (income) expense	(65,818		)	118,892		2,366		—			55,440
Income (loss) before income taxes and equity in earnings of subsidiaries	(7,223		)	183,047		62,417		311			238,552
Income tax (benefit) expense	(1,298		)	66,777		13,811		—			79,290
(Loss) income before loss in equity method investments and equity in earnings of subsidiaries	(5,925		)	116,270		48,606		311			159,262
Loss in equity method investments	728			—		6,128		—			6,856
Equity in earnings of consolidated subsidiaries	159,059			42,789		—		(201,848		)	—
Net income	152,406			159,059		42,478		(201,537		)	152,406
Other comprehensive income, net of tax	24,177			24,177		24,177		(48,354		)	24,177
Comprehensive income	$	176,583		$	183,236	$	66,655	$	(249,891	)	$	176,583

Condensed Consolidating Statements of Comprehensive Income (Loss)

	Nine months ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
	(In thousands)
Net sales	$	—		$	2,433,087		$	424,447		$	(18,873	)	$	2,838,661
Cost of sales	—			1,627,921			241,160			(16,284		)	1,852,797
Gross profit	—			805,166			183,287			(2,589		)	985,864
Operating expenses:
Selling, distribution and marketing	—			438,177			91,679			—			529,856
General and administrative	67,965			102,244			45,615			—			215,824
Total operating expenses	67,965			540,421			137,294			—			745,680
Operating (loss) income	(67,965		)	264,745			45,993			(2,589		)	240,184
Other (income) expense:
Interest expense	37,543			796			241			—			38,580
Other (income) expense, net	(104,718		)	108,330			3,725			—			7,337
Total other (income) expense	(67,175		)	109,126			3,966			—			45,917
Income (loss) before income taxes and equity in earnings of subsidiaries	(790		)	155,619			42,027			(2,589		)	194,267
Income tax (benefit) expense	(3,469		)	60,920			6,776			—			64,227
Income before loss in equity method investments and equity in earnings of subsidiaries	2,679			94,699			35,251			(2,589		)	130,040
Loss in equity method investments	575			—			8,652			—			9,227
Equity in earnings of consolidated subsidiaries	118,709			24,010			—			(142,719		)	—
Net income	120,813			118,709			26,599			(145,308		)	120,813
Other comprehensive loss, net of tax	(41,844		)	(41,844		)	(40,319		)	82,163			(41,844		)
Comprehensive income (loss)	$	78,969		$	76,865		$	(13,720	)	$	(63,145	)	$	78,969

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

			Nine months ended September 30, 2016
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by operating activities	$	11,932		$	89,497		$	105,560		$	—		$	206,989
CASH FLOWS FROM INVESTING ACTIVITIES:
	Payments for acquisitions, net of cash acquired of $833		—			(60		)	(17,313		)	—			(17,373		)
	Payments for property, plant, and equipment		(1,259		)	(91,722		)	(74,745		)	—			(167,726		)
	Intercompany contributions		(11,128		)	—			—			11,128			—
	Proceeds from sale of fixed assets		—			251			8			—			259
		Net cash used in by investing activities	(12,387		)	(91,531		)	(92,050		)	11,128			(184,840		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			5,296			5,832			(11,128		)	—
	Repayment of debt		(33,750		)	—			—			—			(33,750		)
	Payments on capital lease obligations		—			(872		)	—			—			(872		)
	Proceeds from revolver line of credit		574,400			—			77,542			—			651,942
	Payments on revolver line of credit		(544,100		)	—			(82,980		)	—			(627,080		)
	Proceeds from exercise of stock options		9,369			—			—			—			9,369
	Minimum tax withholding paid on behalf of employees for share-based compensation		(12,883		)	—			—			—			(12,883		)
	Excess tax benefit from share-based compensation		7,848			—			10			—			7,858
	Payment of deferred financing costs		(426		)	—			—			—			(426		)
		Net cash provided by financing activities	458			4,424			404			(11,128		)	(5,842		)
		Effect of exchange rate changes on cash and cash equivalents	—			—			(2,427		)	—			(2,427		)
INCREASE IN CASH AND CASH EQUIVALENTS			3			2,390			11,487			—			13,880
Cash and cash equivalents, beginning of period			—			2,282			36,328			—			38,610
Cash and cash equivalents, end of period			$	3		$	4,672		$	47,815		$	—		$	52,490

Condensed Consolidating Statements of Cash Flows

			Nine months ended September 30, 2015
			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
		Net cash provided by operating activities	$	41,984		$	103,850		$	23,211		$	—		$	169,045
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in equity method investments		(701		)	—			—			—			(701		)
	Payments for acquisition, net of cash acquired of $8,521		—			(159,208		)	(548,397		)	—			(707,605		)
	Proceeds from acquisition adjustments		—			346			—			—			346
	Payments for property, plant, and equipment		(245		)	(137,420		)	(59,231		)	—			(196,896		)
	Intercompany contributions		(736,344		)	—			—			736,344			—
	Proceeds from sale of fixed assets		—			2,152			6,779			—			8,931
		Net cash used in investing activities	(737,290		)	(294,130		)	(600,849		)	736,344			(895,925		)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Intercompany contributions		—			194,229			542,115			(736,344		)	—
	Repayment of debt		(15,000		)	—			—			—			(15,000		)
	Payments on capital lease obligations		—			(875		)	—			—			(875		)
	Proceeds from revolver line of credit		1,093,945			—			47,123			—			1,141,068
	Payments on revolver line of credit		(389,600		)	—			(44,619		)	—			(434,219		)
	Proceeds from exercise of stock options		13,815			—			—			—			13,815
	Minimum tax withholding paid on behalf of employees for share-based compensation		(27,856		)	—			—			—			(27,856		)
	Excess tax benefit from share-based compensation		20,464			—			—			—			20,464
	Payment of deferred financing costs		(462		)	—			—			—			(462		)
		Net cash provided by financing activities	695,306			193,354			544,619			(736,344		)	696,935
		Effect of exchange rate changes on cash and cash equivalents	—			—			8,726			—			8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			—			3,074			(24,293		)	—			(21,219		)
Cash and cash equivalents, beginning of period			—			524			49,716			—			50,240
Cash and cash equivalents, end of period			$	—		$	3,598		$	25,423		$	—		$	29,021

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General - Additional Information (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2016 reportable_segment	Sep. 30, 2016 Segment	Dec. 31, 2015 reportable_segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2	2	3

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Acquisitions - Additional Information (Details) - USD ($) $ in Thousands					3 Months Ended		9 Months Ended
	Jun. 02, 2016	Aug. 30, 2015	Aug. 01, 2015	May 29, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Acquisitions And Dispositions [Line Items]
Goodwill					$ 1,435,272		$ 1,435,272		$ 1,415,322
Amortization of intangible assets					$ 5,200	$ 4,900	15,500	$ 10,700
Purchase accounting adjustments							(10,492)
Innovation Packaging and Process, S.A. DE C.V. [Member]
Acquisitions And Dispositions [Line Items]
Payments to acquire businesses	$ 18,100
Goodwill	12,300
Property, plant and equipment	9,100
Working Capital	$ 3,900
Finalization of purchase price allocation (in years)	1 year
Wallaby Yogurt Company, Inc [Member]
Acquisitions And Dispositions [Line Items]
Payments to acquire businesses		$ 122,400
Goodwill		47,052
Property, plant and equipment		11,492
Intangible assets acquired		57,100
Amortization of intangible assets		$ 9,100
Amortization period of intangible assets (in years)		15 years
Purchase accounting adjustments							6,300
Sequel Naturals Ltd [Member]
Acquisitions And Dispositions [Line Items]
Payments to acquire businesses			$ 553,600
Intangible assets acquired			296,900
Amortization of intangible assets			$ 106,900
Amortization period of intangible assets (in years)			15 years
Purchase accounting adjustments							$ 4,400
EIEIO, Inc [Member]
Acquisitions And Dispositions [Line Items]
Payments to acquire businesses				$ 40,200
Goodwill				13,810
Property, plant and equipment				554
Intangible assets acquired				21,800
Amortization of intangible assets				$ 10,200
Amortization period of intangible assets (in years)				15 years
Customer Relationships [Member] | Innovation Packaging and Process, S.A. DE C.V. [Member]
Acquisitions And Dispositions [Line Items]
Intangible assets acquired	$ 600
Amortization period of intangible assets (in years)	3 years

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Acquisitions - Schedule of Allocation of Purchase Price (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Aug. 30, 2015	Aug. 01, 2015	May 29, 2015
Liabilities assumed:
Goodwill	$ 1,435,272	$ 1,415,322
EIEIO, Inc [Member]
Assets acquired:
Cash and cash equivalents					$ 1,546
Inventories					3,050
Other current assets					1,951
Property, plant and equipment					554
Trademarks					11,600
Intangible assets with finite lives					10,160
Other long-term assets					0
Liabilities assumed:
Accounts payable and other accruals					2,296
Income taxes and deferred taxes, net					0
Other long-term liabilities					173
Total identifiable net assets					26,392
Goodwill					13,810
Total purchase price					$ 40,202
Vega [Member]
Assets acquired:
Cash and cash equivalents				$ 5,235
Inventories				18,379
Other current assets				18,886
Property, plant and equipment				650
Trademarks				189,963
Intangible assets with finite lives				106,920
Other long-term assets				1,779
Liabilities assumed:
Accounts payable and other accruals				12,802
Income taxes and deferred taxes, net				76,739
Other long-term liabilities				7,581
Total identifiable net assets				244,690
Goodwill				308,942
Total purchase price				$ 553,632
Wallaby Yogurt Company, Inc [Member]
Assets acquired:
Cash and cash equivalents			$ 1,740
Inventories			2,252
Other current assets			5,245
Property, plant and equipment			11,492
Trademarks			48,036
Intangible assets with finite lives			9,058
Other long-term assets			50
Liabilities assumed:
Accounts payable and other accruals			1,542
Income taxes and deferred taxes, net			0
Other long-term liabilities			1,031
Total identifiable net assets			75,300
Goodwill			47,052
Total purchase price			$ 122,352

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Acquisitions - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Business Combinations [Abstract]
Net sales	$ 1,024,720	$ 2,955,693
Income before income taxes	$ 76,886	$ 202,578
Diluted earnings per common share (in dollars per share)	$ 0.32	$ 0.76

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Joint Venture with China Mengniu Dairy Company - Additional Information (Details) - Zhengzhou [Member]	3 Months Ended	9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2016 CNY (¥)	Sep. 30, 2016 USD ($)	Jan. 05, 2014
Schedule of Equity Method Investments [Line Items]
Company's stake in the joint venture, percentage					49.00%
Partner's stake in the joint venture, percentage					51.00%
Cash contribution to the joint venture	$ 0	$ 0
Foreign Line of Credit [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of the line of credit facility that the company has guaranteed			49.00%	49.00%
Amount of the line of credit that the company has guaranteed			¥ 102,900,000	$ 15,400,000
Amount outstanding on the line of credit			190,000,000	28,500,000
Foreign Line of Credit [Member] | New Credit Facility [Member]
Schedule of Equity Method Investments [Line Items]
Credit facility maximum borrowing capacity			210,000,000	31,500,000
Additional borrowings capacity			90,000,000	13,500,000
Foreign Line of Credit [Member] | Existing Credit Facility [Member]
Schedule of Equity Method Investments [Line Items]
Credit facility maximum borrowing capacity			¥ 120,000,000	$ 18,000,000

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Inventories - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 141,105	$ 120,922
Finished goods	154,978	149,815
Total	$ 296,083	$ 270,737

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Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 1,415,322
Acquisitions	12,257
Purchase price adjustments	(10,492)
Foreign currency translation	18,185
Ending balance	1,435,272
Americas Foods and Beverages [Member]
Goodwill [Roll Forward]
Beginning balance	1,278,753
Acquisitions	12,257
Purchase price adjustments	(10,492)
Foreign currency translation	14,322
Ending balance	1,294,840
Europe Foods and Beverages [Member]
Goodwill [Roll Forward]
Beginning balance	136,569
Acquisitions	0
Purchase price adjustments	0
Foreign currency translation	3,863
Ending balance	$ 140,432

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Goodwill and Intangible Assets - Net Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets, Net [Abstract]
Intangible assets with finite lives, Gross carrying amount	$ 1,087,380	$ 1,062,754
Intangible assets with finite lives, Accumulated amortization	(58,664)	(43,305)
Intangible assets with finite lives, Net carrying amount	1,028,716	1,019,449
Customer-related and other [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Intangible assets with finite lives, Gross carrying amount	283,008	270,801
Intangible assets with finite lives, Accumulated amortization	(54,223)	(39,828)
Intangible assets with finite lives, Net carrying amount	228,785	230,973
Supplier relationships [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Intangible assets with finite lives, Gross carrying amount	12,000	12,000
Intangible assets with finite lives, Accumulated amortization	(2,640)	(1,920)
Intangible assets with finite lives, Net carrying amount	9,360	10,080
Non-compete agreements [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Intangible assets with finite lives, Gross carrying amount	1,337	1,267
Intangible assets with finite lives, Accumulated amortization	(835)	(592)
Intangible assets with finite lives, Net carrying amount	502	675
Trademarks [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Intangible assets with finite lives, Gross carrying amount	968	968
Intangible assets with finite lives, Accumulated amortization	(966)	(965)
Intangible assets with finite lives, Net carrying amount	2	3
Trademarks [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Intangible assets with indefinite lives, Net carrying amount	$ 790,067	$ 777,718

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Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense on finite-lived intangible assets	$ 5.2	$ 4.9	$ 15.5	$ 10.7

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Income Taxes - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Effective Income Tax Rate	32.50%	29.30%	33.20%	33.10%

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Debt and Capital Lease Obligations - Summary of Outstanding Debt and Capital Lease Obligation (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Capital lease obligations	$ 20,622	$ 21,635
Other borrowings	0	5,133
Less current portion	(46,374)	(51,449)
Less debt issuance costs	(20,582)	(23,379)
Total long-term debt	2,077,216	2,078,940
Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Long-term debt	$ 500,000	$ 500,000
Interest rate	5.38%	5.38%
Other Debt [Member]
Debt Instrument [Line Items]
Interest rate		3.70%
Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt	$ 1,623,550	$ 1,627,000
Interest rate	2.38899%	2.54%

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Debt and Capital Lease Obligations - Senior Secured Credit Facilities (Narrative) (Details)	9 Months Ended
	Sep. 30, 2016 USD ($)
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Term of debt facility	5 years
Aggregate principal amount of senior secured credit facilities	$ 1,000,000,000
Outstanding borrowings	157,300,000
Letter of Credit [Member]
Debt Instrument [Line Items]
Outstanding borrowings	$ 9,000,000
Term Loan A-1 [Member]
Debt Instrument [Line Items]
Term of debt facility	5 years
Aggregate principal amount of senior secured credit facilities	$ 750,000,000
Outstanding borrowings	$ 721,900,000
Term Loan A-1 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Incremental borrowing rate over LIBOR	1.75%
Term Loan A-2 [Member]
Debt Instrument [Line Items]
Term of debt facility	7 years
Aggregate principal amount of senior secured credit facilities	$ 750,000,000
Outstanding borrowings	$ 744,400,000
Term Loan A-2 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Incremental borrowing rate over LIBOR	2.00%
Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Aggregate principal amount of senior secured credit facilities	$ 2,500,000,000
Outstanding borrowings	1,600,000,000
Additional borrowings capacity	$ 833,700,000

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Debt and Capital Lease Obligations - Alpro and Vega Revolving Credit Facility (Narrative) (Details)	Sep. 30, 2016 EUR (€)	Sep. 30, 2016 USD ($)	Sep. 30, 2016 CAD	Apr. 30, 2016 CAD	Mar. 31, 2016 CAD	Dec. 31, 2015 USD ($)	Dec. 31, 2015 CAD
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity | $		$ 1,000,000,000
Revolving Credit Facility [Member] | Alpro [Member]
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity	€ 30,000,000
Revolving Credit Facility [Member] | Vega [Member]
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity			CAD 0	CAD 15,000,000	CAD 10,000,000	$ 5,100,000	CAD 7,100,000
Letter of Credit [Member] | Alpro [Member]
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity	€ 30,000,000

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Debt and Capital Lease Obligations - Senior Unsecured Notes and Capital Lease Obligations (Narrative) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2014
Debt Instrument [Line Items]
Capital lease expiration date	2033
Minimum [Member]
Debt Instrument [Line Items]
Interest rate on capital lease arrangements	3.10%
Maximum [Member]
Debt Instrument [Line Items]
Interest rate on capital lease arrangements	8.00%
Senior Notes [Member] | Senior Notes Due 2022 [Member]
Debt Instrument [Line Items]
Debt issued		$ 500,000,000.0
Interest rate		5.375%

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Derivative Financial Instruments and Fair Value Measurement - Additional Information (Details) gal in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) plan gal	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Oct. 31, 2012 USD ($)
Derivative [Line Items]
Foreign currency contract hedging activity to be reclassified within next 12 months	$ 1,800,000		$ 1,800,000
Number of deferred compensation plans | plan			2
Employee compensation base			$ 150,000
International [Member] | Net Sales [Member]
Derivative [Line Items]
Percentage of international operations			19.00%	19.00%
Senior Unsecured Notes [Member]
Derivative [Line Items]
Carrying value of borrowings	500,000,000		$ 500,000,000		$ 500,000,000
Fair value of borrowings	570,000,000		570,000,000		$ 521,300,000
Fuel [Member]
Derivative [Line Items]
Gain on contracts not designated for hedging			$ 1,300,000
Loss on contracts not designated for hedging	900,000	$ 8,000,000		$ 8,900,000
Notional amount (in gallons) | gal			19.9
Minimum [Member]
Derivative [Line Items]
Term of purchase commitment			1 month
Maximum [Member]
Derivative [Line Items]
Term of purchase commitment			18 months
Interest rate swap contracts [Member]
Derivative [Line Items]
Notional amount	650,000,000		$ 650,000,000
Interest rate swaps maturity date			Mar. 31, 2017
Gains (losses) on derivative contracts	500,000	$ (2,300,000)	$ (2,100,000)	$ (7,100,000)
Interest rate swap contracts [Member] | Dean Foods Net Investment [Member]
Derivative [Line Items]
Notional amount						$ 650,000,000
Interest rate swaps maturity date			Mar. 31, 2017
Foreign Exchange Contracts [Member]
Derivative [Line Items]
Notional amount	$ 256,300,000		$ 256,300,000

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Derivative Financial Instruments and Fair Value Measurement - Summary of Interest Rate Swap Agreements (Details) - Interest rate swap contracts [Member]	9 Months Ended
	Sep. 30, 2016 USD ($)
Derivative [Line Items]
Expiration Date	Mar. 31, 2017
Notional Amount	$ 650,000,000
Minimum [Member]
Derivative [Line Items]
Fixed Interest Rates	2.75%
Maximum [Member]
Derivative [Line Items]
Fixed Interest Rates	3.19%

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Derivative Financial Instruments and Fair Value Measurement - Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Derivative assets	$ 3,077	$ 483
Derivative liabilities	11,346	31,014
Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	1,761	483
Derivative liabilities	10	0
Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	1,316	0
Derivative liabilities	11,336	31,014
Current [Member] | Foreign Exchange Contracts [Member] | Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	1,761	483
Derivative liabilities	10	0
Current [Member] | Interest rate swap contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	0	0
Derivative liabilities	7,852	15,228
Current [Member] | Commodities contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	936	0
Derivative liabilities	3,484	11,093
Current [Member] | Foreign Currency Hedge on Intercompany Note [Member] | Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	1,600
Non Current [Member] | Interest rate swap contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	0	0
Derivative liabilities	0	3,142
Non Current [Member] | Commodities contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	380	0
Derivative liabilities	$ 0	$ 1,551

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Derivative Financial Instruments and Fair Value Measurement - Gains and Losses on Derivatives Designated as Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Realized gains/(losses) on foreign currency contracts	$ (31)	$ 623	$ 24	$ 982

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Derivative Financial Instruments and Fair Value Measurement - Summary of Derivatives Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Assets:
Cash equivalents	$ 88	$ 107
Total assets	22,992	18,744
Liabilities:
Total liabilities	11,346	31,014
Qualifying Insurance Policies [Member]
Assets:
Derivative assets	11,001	10,631
Foreign Exchange Contracts [Member]
Assets:
Derivative assets	1,761	483
Liabilities:
Derivative liabilities	10
Commodities contracts [Member]
Assets:
Derivative assets	1,316
Liabilities:
Derivative liabilities	3,484	12,644
Interest rate swap contracts [Member]
Liabilities:
Derivative liabilities	7,852	18,370
Supplemental Executive Retirement Plan [Member]
Assets:
Investments	3,747	3,164
Deferred Compensation Plan [Member]
Assets:
Investments	5,079	4,359
Level 1 [Member]
Assets:
Cash equivalents	88	107
Total assets	3,835	3,271
Liabilities:
Total liabilities	0	0
Level 1 [Member] | Qualifying Insurance Policies [Member]
Assets:
Derivative assets	0	0
Level 1 [Member] | Foreign Exchange Contracts [Member]
Assets:
Derivative assets	0	0
Liabilities:
Derivative liabilities	0
Level 1 [Member] | Commodities contracts [Member]
Assets:
Derivative assets	0
Liabilities:
Derivative liabilities	0	0
Level 1 [Member] | Interest rate swap contracts [Member]
Liabilities:
Derivative liabilities	0	0
Level 1 [Member] | Supplemental Executive Retirement Plan [Member]
Assets:
Investments	3,747	3,164
Level 1 [Member] | Deferred Compensation Plan [Member]
Assets:
Investments	0	0
Level 2 [Member]
Assets:
Cash equivalents	0	0
Total assets	8,156	4,842
Liabilities:
Total liabilities	11,346	31,014
Level 2 [Member] | Qualifying Insurance Policies [Member]
Assets:
Derivative assets	0	0
Level 2 [Member] | Foreign Exchange Contracts [Member]
Assets:
Derivative assets	1,761	483
Liabilities:
Derivative liabilities	10
Level 2 [Member] | Commodities contracts [Member]
Assets:
Derivative assets	1,316
Liabilities:
Derivative liabilities	3,484	12,644
Level 2 [Member] | Interest rate swap contracts [Member]
Liabilities:
Derivative liabilities	7,852	18,370
Level 2 [Member] | Supplemental Executive Retirement Plan [Member]
Assets:
Investments	0	0
Level 2 [Member] | Deferred Compensation Plan [Member]
Assets:
Investments	5,079	4,359
Level 3 [Member]
Assets:
Cash equivalents	0	0
Total assets	11,001	10,631
Liabilities:
Total liabilities	0	0
Level 3 [Member] | Qualifying Insurance Policies [Member]
Assets:
Derivative assets	11,001	10,631
Level 3 [Member] | Foreign Exchange Contracts [Member]
Assets:
Derivative assets	0	0
Liabilities:
Derivative liabilities	0
Level 3 [Member] | Commodities contracts [Member]
Assets:
Derivative assets	0
Liabilities:
Derivative liabilities	0	0
Level 3 [Member] | Interest rate swap contracts [Member]
Liabilities:
Derivative liabilities	0	0
Level 3 [Member] | Supplemental Executive Retirement Plan [Member]
Assets:
Investments	0	0
Level 3 [Member] | Deferred Compensation Plan [Member]
Assets:
Investments	$ 0	$ 0

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Share-Based Compensation - Additional Information (Details) $ in Millions		9 Months Ended
	Apr. 18, 2016 shares	Sep. 30, 2016 USD ($) yr shares	Dec. 31, 2015 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash received from stock option exercises		$ 9.4
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Look back period of stock price volatility (in years)		6 years
Total unrecognized option expense		$ 8.4
Unrecognized compensation expense expected to be recognized period (in years)		1 year 7 months 28 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized option expense		$ 14.1
Unrecognized compensation expense expected to be recognized period (in years)		1 year 8 months 5 days
Stock units vesting period (in years)		3 years
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized option expense		$ 2.3
Unrecognized compensation expense expected to be recognized period (in years)		1 year 4 months 24 days
Award performance period (in years)		3 years
Shares issued upon vesting (in shares) | shares	71,580
Payout percentage from shares issued upon vesting	200.00%
Phantom Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units vesting period (in years)		3 years
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units vesting period (in years)		3 years
Liability recorded in current liabilities		$ 1.8	$ 2.7
2012 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum retirement age | yr		65
Percentage of award vesting on the first anniversary of the grant date		33.33%
Percentage of award vesting on the second anniversary of the grant date		33.33%
Percentage of award vesting on the third anniversary of the grant date		33.33%
Service period after reaching the age of 55		10 years
Age requirement for vesting provision after service period | yr		55
2012 Stock Incentive Plan [Member] | Common Stock - Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance | shares		26,850,000
Minimum [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Duration of U.S. treasury yields use to calculate average implied yield (in years)		5 years
Maximum [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Duration of U.S. treasury yields use to calculate average implied yield (in years)		7 years
Former Parent [Member] | Minimum [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout range percentage		0.00%
Former Parent [Member] | Maximum [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout range percentage		200.00%
Vesting Tranche 1 [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units vesting period (in years)		1 year
Expected percentage of award recognized		100.00%
Vesting Tranche 1 [Member] | 2016 Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected payout percentage		175.00%
Vesting Tranche 2 [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units vesting period (in years)		2 years
Expected percentage of award recognized		50.00%
Vesting Tranche 2 [Member] | 2015 Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected payout percentage		188.00%
Vesting Tranche 2 [Member] | 2016 Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected payout percentage		138.00%
Vesting Tranche 3 [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units vesting period (in years)		3 years
Expected percentage of award recognized		33.30%
Vesting Tranche 3 [Member] | 2015 Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected payout percentage		158.00%
Vesting Tranche 3 [Member] | 2016 Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected payout percentage		125.00%

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Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Expense [Line Items]
Share-based compensation expense	$ 5,875	$ 6,884	$ 25,919	$ 33,032
Equity Awards [Member]
Share Based Compensation Expense [Line Items]
Share-based compensation expense	5,518	7,104	24,780	27,537
Employee Stock Option [Member]
Share Based Compensation Expense [Line Items]
Share-based compensation expense	1,541	2,353	7,249	9,410
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Expense [Line Items]
Share-based compensation expense	2,603	3,676	11,289	13,277
Performance Shares [Member]
Share Based Compensation Expense [Line Items]
Share-based compensation expense	1,374	1,075	6,242	4,850
Liability Awards [Member]
Share Based Compensation Expense [Line Items]
Share-based compensation expense	357	(220)	1,139	5,495
Phantom Shares [Member]
Share Based Compensation Expense [Line Items]
Share-based compensation expense	0	62	13	802
Stock Appreciation Rights (SARs) [Member]
Share Based Compensation Expense [Line Items]
Share-based compensation expense	$ 357	$ (282)	$ 1,126	$ 4,693

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Share-Based Compensation - Weighted Average Assumptions Used to Estimate Fair Value of WhiteWave Stock Options Grants Issued (Details) - WhiteWave Foods [Member] - Employee Stock Option [Member]	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility minimum	28.00%	28.00%
Expected volatility maximum	29.00%	29.00%
Expected dividend yield	0.00%	0.00%
Expected option term	6 years	6 years
Risk-free rate of return minimum	1.14%	1.45%
Risk-free rate of return maximum	1.70%	1.82%
Forfeiture rate	0.00%	0.00%

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Share-Based Compensation - Summary of WhiteWave Foods Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares shares
Number of options
Options outstanding beginning balance (in shares) | shares	9,440,803
Granted (in shares) | shares	813,267
Forfeited, canceled and expired (in shares) | shares	(53,119)
Exercised (including tax withholding) (in shares) | shares	(1,115,518)
Options outstanding ending balance (in shares) | shares	9,085,433
Options vested and expected to vest ending balance (in shares) | shares	9,085,433
Options exercisable ending balance (in shares) | shares	7,499,147
Weighted average exercise price
Options outstanding beginning balance (in dollars per share) | $ / shares	$ 19.14
Granted (in dollars per share) | $ / shares	36.59
Forfeited, canceled and expired (in dollars per share) | $ / shares	40.59
Exercised (including tax withholding) (in dollars per share) | $ / shares	19.83
Options outstanding ending balance (in dollars per share) | $ / shares	20.49
Options vested and expected to vest ending balance (in dollars per share) | $ / shares	20.49
Options exercisable ending balance (in dollars per share) | $ / shares	$ 17.42
Weighted average contractual life in years
Options outstanding, Weighted average contractual life (in years)	5 years 6 months 4 days
Options vested and expected to vest, Weighted average contractual life (in years)	5 years 6 months 4 days
Options exercisable, Weighted average contractual life (in years)	4 years 10 months 2 days
Aggregate intrinsic value
Options outstanding, Aggregate intrinsic value | $	$ 308,323,353
Options vested and expected to vest, Aggregate intrinsic value | $	308,323,353
Options exercisable, Aggregate intrinsic value | $	$ 277,562,397

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Share-Based Compensation - Summary of WhiteWave Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2016 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding beginning balance (in shares)	839,252
RSUs issued (in shares)	409,415
Shares issued upon vesting of RSUs (including tax withholding) (in shares)	(443,594)
RSUs cancelled or forfeited (in shares)	(33,659)
Outstanding ending balance (in shares)	771,414
Weighted average grant date fair value per share (in dollars per share) | $ / shares	$ 34.99

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Share-Based Compensation - Schedule of PSU Activity (Details) - Performance Shares [Member]	9 Months Ended
	Sep. 30, 2016 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding beginning balance (in shares)	107,358
PSUs granted (in shares)	155,846
Shares issued upon vesting of PSUs (in shares)	(71,580)
PSUs cancelled (in shares)	0
Outstanding ending balance (in shares)	191,624
Weighted average grant date fair value per share (in dollars per share) | $ / shares	$ 37.16

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Share-Based Compensation - WhiteWave Stock Appreciation Rights Activity (Details) - Stock Appreciation Rights (SARs) [Member]	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares shares
Number of SARs
Outstanding beginning balance (in shares) | shares	122,031
Granted (in shares) | shares	0
Exercised (in shares) | shares	(74,397)
Outstanding ending balance (in shares) | shares	47,634
SARs vested and expected to vest (in shares) | shares	47,634
SARs exercisable, ending balance (in shares) | shares	47,634
Weighted average exercise price
Outstanding beginning balance (in dollars per share)	$ 16.45
Granted (in dollars per share)	0.00
Forfeited (in dollars per share)	0.00
Exercised (in dollars per share)	16.44
Outstanding ending balance (in dollars per share)	16.45
SARs vested and expected to vest, Weighted average exercise price (in dollars per share)	16.45
SARs exercisable, Weighted average exercise price (in dollars per share)	$ 16.45
Weighted average contractual life in years
SARs outstanding, Weighted average contractual life (in years)	6 years 1 month 28 days
SARs vested and expected to vest, Weighted average contractual life (in years)	6 years 1 month 28 days
SARs exercisable, Weighted average contractual life (in years)	6 years 1 month 28 days
Aggregate intrinsic value
SARs outstanding, Aggregate intrinsic value | $	$ 1,809,028
SARs vested and expected to vest, Aggregate intrinsic value | $	1,809,028
SARs exercisable, Aggregate intrinsic value | $	$ 1,809,028

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Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other comprehensive income/(loss), tax expense (benefit)	$ 61	$ 296	$ 17	$ 181
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, Beginning	(108,002)	(88,141)	(131,534)	(61,118)
Other comprehensive income/(loss) before reclassifications	719	(15,420)	24,198	(42,754)
Amounts reclassified from accumulated other comprehensive income/(loss)	(74)	599	(21)	910
Other comprehensive income (loss), net of tax	645	(14,821)	24,177	(41,844)
Balance, Ending	(107,357)	(102,962)	(107,357)	(102,962)
Derivative instruments [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, Beginning	(649)	837	505	774
Other comprehensive income/(loss) before reclassifications	245	(2,132)	(964)	(2,428)
Amounts reclassified from accumulated other comprehensive income/(loss)	(79)	623	(24)	982
Other comprehensive income (loss), net of tax	166	(1,509)	(988)	(1,446)
Balance, Ending	(483)	(672)	(483)	(672)
Defined benefit pension plan [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, Beginning	(778)	(1,888)	(761)	(2,050)
Other comprehensive income/(loss) before reclassifications	(14)	17	(29)	227
Amounts reclassified from accumulated other comprehensive income/(loss)	5	(24)	3	(72)
Other comprehensive income (loss), net of tax	(9)	(7)	(26)	155
Balance, Ending	(787)	(1,895)	(787)	(1,895)
Foreign currency translation adjustment [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, Beginning	(106,575)	(87,090)	(131,278)	(59,842)
Other comprehensive income/(loss) before reclassifications	488	(13,305)	25,191	(40,553)
Amounts reclassified from accumulated other comprehensive income/(loss)	0	0	0	0
Other comprehensive income (loss), net of tax	488	(13,305)	25,191	(40,553)
Balance, Ending	$ (106,087)	$ (100,395)	$ (106,087)	$ (100,395)

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Employee Retirement Plans - Additional Information (Details)	9 Months Ended
	Sep. 30, 2016 MultiEmployerPensionPlan
Compensation and Retirement Disclosure [Abstract]
Number of multiemployer pension plans	1

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Employee Retirement Plans - Schedule of Net Periodic Benefit Cost (Details) - Defined Benefit Pension Plan [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Components of net periodic benefit cost:
Service cost	$ 404	$ 444	$ 1,214	$ 1,332
Interest cost	95	84	285	252
Expected return on plan assets	(71)	(68)	(211)	(204)
Unrecognized net loss	1	24	3	72
Net periodic benefit cost	$ 429	$ 484	$ 1,291	$ 1,452

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Contingencies And Commitments [Line Items]
Rent expense	$ 9.4	$ 8.4	$ 27.5	$ 18.7
Minimum [Member]
Contingencies And Commitments [Line Items]
Lease term (in years)			1 year
Maximum [Member]
Contingencies And Commitments [Line Items]
Lease term (in years)			14 years

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Segment, Geographic, and Customer Information - Additional Information (Details)	3 Months Ended		9 Months Ended						12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016 reportable_segment	Sep. 30, 2016	Sep. 30, 2016 Plant	Sep. 30, 2016 Segment	Sep. 30, 2016 Facility	Sep. 30, 2015	Dec. 31, 2015 reportable_segment
Segment Reporting Information [Line Items]
Number of reportable segments			2			2			3
Number of manufacturing plants					12
Sales [Member] | North America [Member]
Segment Reporting Information [Line Items]
Concentration risk percentage	13.70%	14.00%		13.00%				13.90%
Segment Geographical North America [Member]
Segment Reporting Information [Line Items]
Number of strategic co-packers | Facility							3
Segment Geographical Europe [Member]
Segment Reporting Information [Line Items]
Number of manufacturing plants					3

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Segment, Geographic, and Customer Information - Summarized Income Statement Amounts by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Total net sales:
Total net sales	$ 1,053,598	$ 1,003,888	$ 3,142,941	$ 2,838,661
Operating income:
Total operating income	109,327	93,112	293,992	240,184
Other expense:
Interest expense	18,655	15,979	50,772	38,580
Other expense, net	940	2,549	4,668	7,337
Income before taxes	89,732	74,584	238,552	194,267
Depreciation and amortization:
Depreciation and amortization	35,019	31,338	103,407	86,675
Americas Foods and Beverages [Member]
Total net sales:
Total net sales	909,450	869,074	2,702,668	2,440,463
Europe Foods and Beverages [Member]
Total net sales:
Total net sales	144,148	134,814	440,273	398,198
Operating Segments [Member]
Operating income:
Total reportable segment operating income	137,649	113,621	374,994	315,578
Total operating income	109,327	93,112	293,992	240,184
Other expense:
Interest expense	18,655	15,979	50,772	38,580
Other expense, net	940	2,549	4,668	7,337
Income before taxes	89,732	74,584	238,552	194,267
Operating Segments [Member] | Americas Foods and Beverages [Member]
Operating income:
Total operating income	120,350	94,662	321,985	265,512
Depreciation and amortization:
Depreciation and amortization	28,144	25,868	83,291	70,831
Operating Segments [Member] | Europe Foods and Beverages [Member]
Operating income:
Total operating income	17,299	18,959	53,009	50,066
Depreciation and amortization:
Depreciation and amortization	6,295	4,943	18,442	14,180
Corporate [Member]
Operating income:
Total operating income	(28,322)	(20,509)	(81,002)	(75,394)
Depreciation and amortization:
Depreciation and amortization	$ 580	$ 527	$ 1,674	$ 1,664

XML

Segment, Geographic, and Customer Information - Sales Amounts by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Total net sales:
Total net sales	$ 1,053,598	$ 1,003,888	$ 3,142,941	$ 2,838,661
Americas Foods and Beverages [Member]
Total net sales:
Total net sales	909,450	869,074	2,702,668	2,440,463
Europe Foods and Beverages [Member]
Total net sales:
Total net sales	144,148	134,814	440,273	398,198
Plantbased Foods And Beverages [Member] | Americas Foods and Beverages [Member]
Total net sales:
Total net sales	277,315	252,831	819,614	680,090
Coffee Creamers And Beverages [Member] | Americas Foods and Beverages [Member]
Total net sales:
Total net sales	298,832	274,526	862,106	775,045
Premium Dairy [Member] | Americas Foods and Beverages [Member]
Total net sales:
Total net sales	205,566	195,165	605,055	547,897
Fresh Foods [Member] | Americas Foods and Beverages [Member]
Total net sales:
Total net sales	$ 127,737	$ 146,552	$ 415,893	$ 437,431

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Segment, Geographic, and Customer Information - Summarized Balance Sheet Amounts by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Assets:
Assets	$ 4,412,711		$ 4,412,711		$ 4,228,869
Capital expenditures:
Capital expenditures	74,644	$ 54,491	167,726	$ 185,083
Operating Segments [Member]
Assets:
Assets	4,412,711		4,412,711		4,228,869
Operating Segments [Member] | Americas Foods and Beverages [Member]
Assets:
Assets	3,669,413		3,669,413		3,555,988
Capital expenditures:
Capital expenditures	39,068	32,787	94,319	125,313
Operating Segments [Member] | Europe Foods and Beverages [Member]
Assets:
Assets	668,867		668,867		605,843
Capital expenditures:
Capital expenditures	34,977	21,620	72,088	59,443
Corporate [Member]
Assets:
Assets	74,431		74,431		$ 67,038
Capital expenditures:
Capital expenditures	$ 599	$ 84	$ 1,319	$ 327

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Earnings Per Share - Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Basic earnings per share computation:
Net income	$ 58,037	$ 50,022	$ 152,406	$ 120,813
Weighted average common shares - basic (in shares)	177,185,368	175,846,533	176,902,352	175,290,113
Basic earnings per share (in dollars per share)	$ 0.33	$ 0.28	$ 0.86	$ 0.69
Diluted earnings per share computation:
Net income	$ 58,037	$ 50,022	$ 152,406	$ 120,813
Weighted average common shares - basic (in shares)	177,185,368	175,846,533	176,902,352	175,290,113
Weighted average common shares - diluted (in shares)	181,511,335	180,444,521	180,952,569	180,006,702
Diluted earnings per share (in dollars per share)	$ 0.32	$ 0.28	$ 0.84	$ 0.67
Equity Option [Member]
Diluted earnings per share computation:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	32,888	448,961	209,328	359,955
Restricted Stock Units (RSUs) [Member]
Diluted earnings per share computation:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	0	7,706	100	2,597
Employee Stock Option [Member]
Diluted earnings per share computation:
Stock option conversion and Stock units (in shares)	3,757,586	3,903,791	3,456,172	4,033,138
Stock Units [Member]
Diluted earnings per share computation:
Stock option conversion and Stock units (in shares)	568,381	694,197	594,045	683,451

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Supplemental Guarantor Financial Information - Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 52,490	$ 38,610	$ 29,021	$ 50,240
Trade receivables, net of allowance	284,239	257,548
Inventories	296,083	270,737
Prepaid expenses and other current assets	68,777	39,782
Total current assets	701,589	606,677
Equity method investments	23,555	30,772
Property, plant, and equipment, net	1,204,169	1,137,521
Identifiable intangible and other assets, net	1,048,126	1,038,577
Goodwill	1,435,272	1,415,322
Total Assets	4,412,711	4,228,869
Current liabilities:
Accounts payable and accrued expenses	514,337	549,713
Current portion of debt and capital lease obligations	46,374	51,449
Income taxes payable	5,198	3,043
Total current liabilities	565,909	604,205
Long-term debt and capital lease obligations, net of debt issuance costs	2,077,216	2,078,940
Deferred income taxes	303,596	293,326
Other long-term liabilities	49,631	41,490
Total liabilities	2,996,352	3,017,961
Total shareholders’ equity	1,416,359	1,210,908	1,189,432	1,076,487
Total Liabilities and Shareholders’ Equity	4,412,711	4,228,869
Operating Segments [Member]
Current assets:
Cash and cash equivalents	52,490	38,610	29,021	50,240
Trade receivables, net of allowance	284,239	257,548
Inventories	296,083	270,737
Prepaid expenses and other current assets	68,777	39,782
Intercompany receivables	0	0
Total current assets	701,589	606,677
Equity method investments	23,555	30,772
Investment in consolidated subsidiaries	0	0
Property, plant, and equipment, net	1,204,169	1,137,521
Identifiable intangible and other assets, net	1,048,126	1,038,577
Goodwill	1,435,272	1,415,322
Total Assets	4,412,711	4,228,869
Current liabilities:
Accounts payable and accrued expenses	514,337	549,713
Current portion of debt and capital lease obligations	46,374	51,449
Income taxes payable	5,198	3,043
Intercompany payables	0	0
Total current liabilities	565,909	604,205
Long-term debt and capital lease obligations, net of debt issuance costs	2,077,216	2,078,940
Deferred income taxes	303,596	293,326
Other long-term liabilities	49,631	41,490
Total liabilities	2,996,352	3,017,961
Total shareholders’ equity	1,416,359	1,210,908
Total Liabilities and Shareholders’ Equity	4,412,711	4,228,869
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Trade receivables, net of allowance	0	0
Inventories	(7,174)	(8,775)
Prepaid expenses and other current assets	0	0
Intercompany receivables	(2,723,627)	(2,602,730)
Total current assets	(2,730,801)	(2,611,505)
Equity method investments	0	0
Investment in consolidated subsidiaries	(3,414,045)	(3,100,357)
Property, plant, and equipment, net	0	0
Identifiable intangible and other assets, net	(28,253)	(24,281)
Goodwill	0	0
Total Assets	(6,173,099)	(5,736,143)
Current liabilities:
Accounts payable and accrued expenses	0	0
Current portion of debt and capital lease obligations	0	0
Income taxes payable	0	0
Intercompany payables	(2,723,627)	(2,602,730)
Total current liabilities	(2,723,627)	(2,602,730)
Long-term debt and capital lease obligations, net of debt issuance costs	0	0
Deferred income taxes	(28,253)	(24,281)
Other long-term liabilities	0	0
Total liabilities	(2,751,880)	(2,627,011)
Total shareholders’ equity	(3,421,219)	(3,109,132)
Total Liabilities and Shareholders’ Equity	(6,173,099)	(5,736,143)
Parent Company [Member] | Operating Segments [Member]
Current assets:
Cash and cash equivalents	3	0	0	0
Trade receivables, net of allowance	473	2,649
Inventories	0	0
Prepaid expenses and other current assets	29,703	15,442
Intercompany receivables	1,914,669	1,878,299
Total current assets	1,944,848	1,896,390
Equity method investments	2,255	2,983
Investment in consolidated subsidiaries	2,405,870	2,156,856
Property, plant, and equipment, net	5,795	6,169
Identifiable intangible and other assets, net	41,461	34,441
Goodwill	0	0
Total Assets	4,400,229	4,096,839
Current liabilities:
Accounts payable and accrued expenses	54,534	47,713
Current portion of debt and capital lease obligations	45,000	45,000
Income taxes payable	0	0
Intercompany payables	802,197	710,984
Total current liabilities	901,731	803,697
Long-term debt and capital lease obligations, net of debt issuance costs	2,057,968	2,058,621
Deferred income taxes	0	0
Other long-term liabilities	24,171	23,613
Total liabilities	2,983,870	2,885,931
Total shareholders’ equity	1,416,359	1,210,908
Total Liabilities and Shareholders’ Equity	4,400,229	4,096,839
Guarantor Subsidiaries [Member] | Operating Segments [Member]
Current assets:
Cash and cash equivalents	4,672	2,282	3,598	524
Trade receivables, net of allowance	195,795	200,808
Inventories	255,117	232,757
Prepaid expenses and other current assets	22,803	11,070
Intercompany receivables	802,197	686,469
Total current assets	1,280,584	1,133,386
Equity method investments	0	0
Investment in consolidated subsidiaries	1,008,175	943,501
Property, plant, and equipment, net	897,393	893,594
Identifiable intangible and other assets, net	659,432	663,101
Goodwill	982,922	991,085
Total Assets	4,828,506	4,624,667
Current liabilities:
Accounts payable and accrued expenses	308,065	374,483
Current portion of debt and capital lease obligations	1,374	1,415
Income taxes payable	0	0
Intercompany payables	1,882,281	1,866,496
Total current liabilities	2,191,720	2,242,394
Long-term debt and capital lease obligations, net of debt issuance costs	19,248	20,219
Deferred income taxes	209,362	200,642
Other long-term liabilities	2,306	4,556
Total liabilities	2,422,636	2,467,811
Total shareholders’ equity	2,405,870	2,156,856
Total Liabilities and Shareholders’ Equity	4,828,506	4,624,667
Non-Guarantor Subsidiaries [Member] | Operating Segments [Member]
Current assets:
Cash and cash equivalents	47,815	36,328	$ 25,423	$ 49,716
Trade receivables, net of allowance	87,971	54,091
Inventories	48,140	46,755
Prepaid expenses and other current assets	16,271	13,270
Intercompany receivables	6,761	37,962
Total current assets	206,958	188,406
Equity method investments	21,300	27,789
Investment in consolidated subsidiaries	0	0
Property, plant, and equipment, net	300,981	237,758
Identifiable intangible and other assets, net	375,486	365,316
Goodwill	452,350	424,237
Total Assets	1,357,075	1,243,506
Current liabilities:
Accounts payable and accrued expenses	151,738	127,517
Current portion of debt and capital lease obligations	0	5,034
Income taxes payable	5,198	3,043
Intercompany payables	39,149	25,250
Total current liabilities	196,085	160,844
Long-term debt and capital lease obligations, net of debt issuance costs	0	100
Deferred income taxes	122,487	116,965
Other long-term liabilities	23,154	13,321
Total liabilities	341,726	291,230
Total shareholders’ equity	1,015,349	952,276
Total Liabilities and Shareholders’ Equity	$ 1,357,075	$ 1,243,506

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Supplemental Guarantor Financial Information - Condensed Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 1,053,598	$ 1,003,888	$ 3,142,941	$ 2,838,661
Cost of sales	672,479	652,757	2,037,647	1,852,797
Gross profit	381,119	351,131	1,105,294	985,864
Operating expenses:
Selling, distribution, and marketing	188,909	187,784	563,218	529,856
General and administrative	82,883	70,235	248,084	215,824
Total operating expenses	271,792	258,019	811,302	745,680
Operating (loss) income	109,327	93,112	293,992	240,184
Other expense (income):
Interest expense	18,655	15,979	50,772	38,580
Other (income) expense, net	940	2,549	4,668	7,337
Total other (income) expense	19,595	18,528	55,440	45,917
Income (loss) before income taxes and equity in earnings of subsidiaries	89,732	74,584	238,552	194,267
Income tax (benefit) expense	29,194	21,831	79,290	64,227
Income before loss in equity method investments and equity in earnings of subsidiaries	60,538	52,753	159,262	130,040
Loss in equity method investments	2,501	2,731	6,856	9,227
Net income (loss)	58,037	50,022	152,406	120,813
Other comprehensive income (loss), net of tax	645	(14,821)	24,177	(41,844)
Comprehensive income (loss)	58,682	35,201	176,583	78,969
Operating Segments [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	1,053,598	1,003,888	3,142,941	2,838,661
Cost of sales	672,479	652,757	2,037,647	1,852,797
Gross profit	381,119	351,131	1,105,294	985,864
Operating expenses:
Selling, distribution, and marketing	188,909	187,784	563,218	529,856
General and administrative	82,883	70,235	248,084	215,824
Total operating expenses	271,792	258,019	811,302	745,680
Operating (loss) income	109,327	93,112	293,992	240,184
Other expense (income):
Interest expense	18,655	15,979	50,772	38,580
Other (income) expense, net	940	2,549	4,668	7,337
Total other (income) expense	19,595	18,528	55,440	45,917
Income (loss) before income taxes and equity in earnings of subsidiaries	89,732	74,584	238,552	194,267
Income tax (benefit) expense	29,194	21,831	79,290	64,227
Income before loss in equity method investments and equity in earnings of subsidiaries	60,538	52,753	159,262	130,040
Loss in equity method investments	2,501	2,731	6,856	9,227
Equity in earnings of consolidated subsidiaries	0	0	0	0
Net income (loss)	58,037	50,022	152,406	120,813
Other comprehensive income (loss), net of tax	645	(14,821)	24,177	(41,844)
Comprehensive income (loss)	58,682	35,201	176,583	78,969
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	(42,473)	(18,873)	(88,862)	(18,873)
Cost of sales	(40,963)	(16,284)	(89,173)	(16,284)
Gross profit	(1,510)	(2,589)	311	(2,589)
Operating expenses:
Selling, distribution, and marketing	0	0	0	0
General and administrative	0	0	0	0
Total operating expenses	0	0	0	0
Operating (loss) income	(1,510)	(2,589)	311	(2,589)
Other expense (income):
Interest expense	0	0	0	0
Other (income) expense, net	0	0	0	0
Total other (income) expense	0	0	0	0
Income (loss) before income taxes and equity in earnings of subsidiaries	(1,510)	(2,589)	311	(2,589)
Income tax (benefit) expense	0	0	0	0
Income before loss in equity method investments and equity in earnings of subsidiaries	(1,510)	(2,589)	311	(2,589)
Loss in equity method investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	(69,979)	(61,861)	(201,848)	(142,719)
Net income (loss)	(71,489)	(64,450)	(201,537)	(145,308)
Other comprehensive income (loss), net of tax	(1,290)	28,136	(48,354)	82,163
Comprehensive income (loss)	(72,779)	(36,314)	(249,891)	(63,145)
Parent Company [Member] | Operating Segments [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Gross profit	0	0	0	0
Operating expenses:
Selling, distribution, and marketing	0	0	0	0
General and administrative	25,269	17,648	73,041	67,965
Total operating expenses	25,269	17,648	73,041	67,965
Operating (loss) income	(25,269)	(17,648)	(73,041)	(67,965)
Other expense (income):
Interest expense	18,340	15,684	49,716	37,543
Other (income) expense, net	(42,407)	(27,700)	(115,534)	(104,718)
Total other (income) expense	(24,067)	(12,016)	(65,818)	(67,175)
Income (loss) before income taxes and equity in earnings of subsidiaries	(1,202)	(5,632)	(7,223)	(790)
Income tax (benefit) expense	(2,052)	(6,930)	(1,298)	(3,469)
Income before loss in equity method investments and equity in earnings of subsidiaries	850	1,298	(5,925)	2,679
Loss in equity method investments	260	236	728	575
Equity in earnings of consolidated subsidiaries	57,447	48,960	159,059	118,709
Net income (loss)	58,037	50,022	152,406	120,813
Other comprehensive income (loss), net of tax	645	(14,821)	24,177	(41,844)
Comprehensive income (loss)	58,682	35,201	176,583	78,969
Guarantor Subsidiaries [Member] | Operating Segments [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	886,351	861,699	2,648,427	2,433,087
Cost of sales	588,308	576,277	1,784,066	1,627,921
Gross profit	298,043	285,422	864,361	805,166
Operating expenses:
Selling, distribution, and marketing	147,051	156,124	445,653	438,177
General and administrative	38,602	35,403	116,769	102,244
Total operating expenses	185,653	191,527	562,422	540,421
Operating (loss) income	112,390	93,895	301,939	264,745
Other expense (income):
Interest expense	258	207	684	796
Other (income) expense, net	42,265	30,666	118,208	108,330
Total other (income) expense	42,523	30,873	118,892	109,126
Income (loss) before income taxes and equity in earnings of subsidiaries	69,867	63,022	183,047	155,619
Income tax (benefit) expense	24,952	26,963	66,777	60,920
Income before loss in equity method investments and equity in earnings of subsidiaries	44,915	36,059	116,270	94,699
Loss in equity method investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	12,532	12,901	42,789	24,010
Net income (loss)	57,447	48,960	159,059	118,709
Other comprehensive income (loss), net of tax	645	(14,821)	24,177	(41,844)
Comprehensive income (loss)	58,092	34,139	183,236	76,865
Non-Guarantor Subsidiaries [Member] | Operating Segments [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	209,720	161,062	583,376	424,447
Cost of sales	125,134	92,764	342,754	241,160
Gross profit	84,586	68,298	240,622	183,287
Operating expenses:
Selling, distribution, and marketing	41,858	31,660	117,565	91,679
General and administrative	19,012	17,184	58,274	45,615
Total operating expenses	60,870	48,844	175,839	137,294
Operating (loss) income	23,716	19,454	64,783	45,993
Other expense (income):
Interest expense	57	88	372	241
Other (income) expense, net	1,082	(417)	1,994	3,725
Total other (income) expense	1,139	(329)	2,366	3,966
Income (loss) before income taxes and equity in earnings of subsidiaries	22,577	19,783	62,417	42,027
Income tax (benefit) expense	6,294	1,798	13,811	6,776
Income before loss in equity method investments and equity in earnings of subsidiaries	16,283	17,985	48,606	35,251
Loss in equity method investments	2,241	2,495	6,128	8,652
Equity in earnings of consolidated subsidiaries	0	0	0	0
Net income (loss)	14,042	15,490	42,478	26,599
Other comprehensive income (loss), net of tax	645	(13,315)	24,177	(40,319)
Comprehensive income (loss)	$ 14,687	$ 2,175	$ 66,655	$ (13,720)

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Supplemental Guarantor Financial Information - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$ 206,989	$ 169,045
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments	0	(701)
Payments for acquisitions, net of cash acquired	(17,373)	(707,605)
Proceeds from acquisition adjustments	0	346
Payments for property, plant, and equipment	(167,726)	(196,896)
Proceeds from sale of fixed assets	259	8,931
Net cash used in investing activities	(184,840)	(895,925)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt	(33,750)	(15,000)
Payments on capital lease obligations	(872)	(875)
Proceeds from revolver line of credit	651,942	1,141,068
Payments on revolver line of credit	(627,080)	(434,219)
Proceeds from exercise of stock options	9,369	13,815
Minimum tax withholding paid on behalf of employees for share-based compensation	(12,883)	(27,856)
Excess tax benefit from share-based compensation	7,858	20,464
Payment of deferred financing costs	(426)	(462)
Net cash provided by financing activities	(5,842)	696,935
Effect of exchange rate changes on cash and cash equivalents	(2,427)	8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	13,880	(21,219)
Cash and cash equivalents, beginning of period	38,610	50,240
Cash and cash equivalents, end of period	52,490	29,021
Operating Segments [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	206,989	169,045
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments		(701)
Payments for acquisitions, net of cash acquired	(17,373)	(707,605)
Proceeds from acquisition adjustments		346
Payments for property, plant, and equipment	(167,726)	(196,896)
Intercompany contributions	0	0
Proceeds from sale of fixed assets	259	8,931
Net cash used in investing activities	(184,840)	(895,925)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany contributions	0	0
Repayment of debt	(33,750)	(15,000)
Payments on capital lease obligations	(872)	(875)
Proceeds from revolver line of credit	651,942	1,141,068
Payments on revolver line of credit	(627,080)	(434,219)
Proceeds from exercise of stock options	9,369	13,815
Minimum tax withholding paid on behalf of employees for share-based compensation	(12,883)	(27,856)
Excess tax benefit from share-based compensation	7,858	20,464
Payment of deferred financing costs	(426)	(462)
Net cash provided by financing activities	(5,842)	696,935
Effect of exchange rate changes on cash and cash equivalents	(2,427)	8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	13,880	(21,219)
Cash and cash equivalents, beginning of period	38,610	50,240
Cash and cash equivalents, end of period	52,490	29,021
Consolidation, Eliminations [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	0	0
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments		0
Payments for acquisitions, net of cash acquired	0	0
Proceeds from acquisition adjustments		0
Payments for property, plant, and equipment	0	0
Intercompany contributions	11,128	736,344
Proceeds from sale of fixed assets	0	0
Net cash used in investing activities	11,128	736,344
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany contributions	(11,128)	(736,344)
Repayment of debt	0	0
Payments on capital lease obligations	0	0
Proceeds from revolver line of credit	0	0
Payments on revolver line of credit	0	0
Proceeds from exercise of stock options	0	0
Minimum tax withholding paid on behalf of employees for share-based compensation	0	0
Excess tax benefit from share-based compensation	0	0
Payment of deferred financing costs	0	0
Net cash provided by financing activities	(11,128)	(736,344)
Effect of exchange rate changes on cash and cash equivalents	0	0
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
Parent Company [Member] | Operating Segments [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	11,932	41,984
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments		(701)
Payments for acquisitions, net of cash acquired	0	0
Proceeds from acquisition adjustments		0
Payments for property, plant, and equipment	(1,259)	(245)
Intercompany contributions	(11,128)	(736,344)
Proceeds from sale of fixed assets	0	0
Net cash used in investing activities	(12,387)	(737,290)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany contributions	0	0
Repayment of debt	(33,750)	(15,000)
Payments on capital lease obligations	0	0
Proceeds from revolver line of credit	574,400	1,093,945
Payments on revolver line of credit	(544,100)	(389,600)
Proceeds from exercise of stock options	9,369	13,815
Minimum tax withholding paid on behalf of employees for share-based compensation	(12,883)	(27,856)
Excess tax benefit from share-based compensation	7,848	20,464
Payment of deferred financing costs	(426)	(462)
Net cash provided by financing activities	458	695,306
Effect of exchange rate changes on cash and cash equivalents	0	0
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	3	0
Guarantor Subsidiaries [Member] | Operating Segments [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	89,497	103,850
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments		0
Payments for acquisitions, net of cash acquired	(60)	(159,208)
Proceeds from acquisition adjustments		346
Payments for property, plant, and equipment	(91,722)	(137,420)
Intercompany contributions	0	0
Proceeds from sale of fixed assets	251	2,152
Net cash used in investing activities	(91,531)	(294,130)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany contributions	5,296	194,229
Repayment of debt	0	0
Payments on capital lease obligations	(872)	(875)
Proceeds from revolver line of credit	0	0
Payments on revolver line of credit	0	0
Proceeds from exercise of stock options	0	0
Minimum tax withholding paid on behalf of employees for share-based compensation	0	0
Excess tax benefit from share-based compensation	0	0
Payment of deferred financing costs	0	0
Net cash provided by financing activities	4,424	193,354
Effect of exchange rate changes on cash and cash equivalents	0	0
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2,390	3,074
Cash and cash equivalents, beginning of period	2,282	524
Cash and cash equivalents, end of period	4,672	3,598
Non-Guarantor Subsidiaries [Member] | Operating Segments [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	105,560	23,211
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity method investments		0
Payments for acquisitions, net of cash acquired	(17,313)	(548,397)
Proceeds from acquisition adjustments		0
Payments for property, plant, and equipment	(74,745)	(59,231)
Intercompany contributions	0	0
Proceeds from sale of fixed assets	8	6,779
Net cash used in investing activities	(92,050)	(600,849)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany contributions	5,832	542,115
Repayment of debt	0	0
Payments on capital lease obligations	0	0
Proceeds from revolver line of credit	77,542	47,123
Payments on revolver line of credit	(82,980)	(44,619)
Proceeds from exercise of stock options	0	0
Minimum tax withholding paid on behalf of employees for share-based compensation	0	0
Excess tax benefit from share-based compensation	10	0
Payment of deferred financing costs	0	0
Net cash provided by financing activities	404	544,619
Effect of exchange rate changes on cash and cash equivalents	(2,427)	8,726
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	11,487	(24,293)
Cash and cash equivalents, beginning of period	36,328	49,716
Cash and cash equivalents, end of period	$ 47,815	$ 25,423

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Supplemental Guarantor Financial Information - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Ownership percentage			100.00%
Cash Acquired	$ 833	$ 8,521

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The Proposed Merger with Danone (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 06, 2016	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01	$ 0.01
Transactions costs associated with proposed merger		$ 7.5
WhiteWave Foods [Member] | Danone [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Right to receive common stock in cash (in dollars per share)	$ 56.25
Termination fees in event of contract termination	$ 310.0