Debt (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Schedule of Debt Instruments

Our outstanding debt as of September 30, 2014 and December 31, 2013 consisted of the following:

	September 30, 2014					December 31, 2013
	Amount Outstanding			Interest Rate		Amount Outstanding			Interest Rate
	(In thousands, except percentages)
Dean Foods Company debt obligations:
Senior secured credit facility	$	47,960		2.16	%*	$	50,250		1.67	%*
Senior notes due 2016	475,757			7.00		475,579			7.00
Senior notes due 2018	23,812			9.75		23,812			9.75
	547,529					549,641
Subsidiary debt obligations:
Senior notes due 2017	134,369			6.90		132,808			6.90
Receivables-backed facility	295,000			1.28		213,000			1.19
Capital lease and other	1,316			—		1,813			—
	430,685					347,621
	978,214					897,262
Less current portion	(698		)			(698		)
Total long-term portion	$	977,516				$	896,564

* Represents a weighted average rate, including applicable interest rate margins, for the credit facility.

Schedule of Maturities of Long-Term Debt

The scheduled maturities of long-term debt at September 30, 2014 were as follows (in thousands):

2014	$	164
2015	658
2016	476,682
2017	437,000
2018	71,772
Thereafter	—
Subtotal	986,276
Less discounts	(8,062		)
Total outstanding debt	$	978,214

Condensed Consolidating Balance Sheet

Therefore, the activity and balances allocated to discontinued operations related to WhiteWave have been recast in the tables below for all periods presented to include WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 senior notes or 2018 senior notes.

	Unaudited Condensed Consolidating Balance Sheet as of September 30, 2014
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	13,926		$	5,627	$	10,828	$	—		$	30,381
Receivables, net	2,086			71,999		702,656		—			776,741
Income tax receivable	32,568			8,095		—		—			40,663
Inventories	—			279,691		—		—			279,691
Intercompany receivables	—			5,778,783		—		(5,778,783		)	—
Other current assets	(903		)	86,769		216		—			86,082
Total current assets	47,677			6,230,964		713,700		(5,778,783		)	1,213,558
Property, plant and equipment, net	—			1,180,958		32		—			1,180,990
Goodwill	—			86,841		—		—			86,841
Identifiable intangible and other assets, net	58,725			249,764		12		—			308,501
Investment in subsidiaries	6,636,135			52,563		—		(6,688,698		)	—
Total	$	6,742,537		$	7,801,090	$	713,744	$	(12,467,481	)	$	2,789,890
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	48,824		$	719,939	$	62	$	(762	)	$	768,063
Intercompany payables	5,412,006			—		366,015		(5,778,021		)	—
Current portion of debt	—			698		—		—			698
Current portion of litigation settlements	18,853			—		—		—			18,853
Total current liabilities	5,479,683			720,637		366,077		(5,778,783		)	787,614
Long-term debt	547,529			134,987		295,000		—			977,516
Other long-term liabilities	43,428			309,331		104		—			352,863
Long-term litigation settlements	16,698			—		—		—			16,698
Total stockholders’ equity	655,199			6,636,135		52,563		(6,688,698		)	655,199
Total	$	6,742,537		$	7,801,090	$	713,744	$	(12,467,481	)	$	2,789,890

	Unaudited Condensed Consolidating Balance Sheet as of December 31, 2013
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(12,289	)	$	17,433	$	11,618		$	—		$	16,762
Receivables, net	1,932			72,660		677,642			—			752,234
Income tax receivable	10,374			5,541		—			—			15,915
Inventories	—			262,858		—			—			262,858
Intercompany receivables	—			5,728,284		(1		)	(5,728,283		)	—
Other current assets	6,944			95,927		58			—			102,929
Total current assets	6,961			6,182,703		689,317			(5,728,283		)	1,150,698
Property, plant and equipment, net	—			1,215,888		159			—			1,216,047
Goodwill	—			86,841		—			—			86,841
Identifiable intangible and other assets, net	90,269			258,109		81			—			348,459
Investment in subsidiaries	6,633,000			72,345		—			(6,705,345		)	—
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	47,284		$	713,625	$	554		$	(175	)	$	761,288
Intercompany payables	5,304,051			—		424,057			(5,728,108		)	—
Current portion of debt	—			698		—			—			698
Current portion of litigation settlements	19,101			—		—			—			19,101
Total current liabilities	5,370,436			714,323		424,611			(5,728,283		)	781,087
Long-term debt	549,641			133,923		213,000			—			896,564
Other long-term liabilities	59,764			314,149		92			—			374,005
Long-term litigation settlements	36,074			—		—			—			36,074
Total stockholders’ equity	714,315			6,653,491		51,854			(6,705,345		)	714,315
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045

Condensed Consolidating Statement of Operations

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,370,161		$	3,119		$	—		$	2,373,280
Cost of sales	—			1,953,984			2,496			—			1,956,480
Gross profit	—			416,177			623			—			416,800
Selling and distribution	—			337,048			298			—			337,346
General and administrative	790			68,385			553			—			69,728
Amortization of intangibles	—			714			—			—			714
Facility closing and reorganization costs	—			2,805			—			—			2,805
Impairment of long-lived assets	—			7,400			—			—			7,400
Interest expense	10,496			2,914			1,823			—			15,233
Other (income) expense, net	(800		)	1,507			(1,194		)	—			(487		)
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(10,486		)	(4,596		)	(857		)	—			(15,939		)
Income tax expense (benefit)	6,560			(6,785		)	(578		)	—			(803		)
Income (loss) before equity in earnings (loss) of subsidiaries	(17,046		)	2,189			(279		)	—			(15,136		)
Equity in earnings (loss) of consolidated subsidiaries	1,110			(279		)	—			(831		)	—
Income (loss) from continuing operations	(15,936		)	1,910			(279		)	(831		)	(15,136		)
Loss from discontinued operations, net of tax	—			(45		)	(791		)	—			(836		)
Gain (loss) on sale of discontinued operations, net of tax	(36		)	61			(25		)	—			—
Net income (loss)	(15,972		)	1,926			(1,095		)	(831		)	(15,972		)
Other comprehensive income (loss), net of tax	862			51			(429		)	—			484
Comprehensive income (loss)	$	(15,110	)	$	1,977		$	(1,524	)	$	(831	)	$	(15,488	)

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,197,974		$	2,925		$	—		$	2,200,899
Cost of sales	—			1,757,469			2,145			—			1,759,614
Gross profit	—			440,505			780			—			441,285
Selling and distribution	—			333,096			360			—			333,456
General and administrative	1,357			70,440			477			—			72,274
Amortization of intangibles	—			910			—			—			910
Facility closing and reorganization costs	—			7,268			—			—			7,268
Impairment of long-lived assets	—			4,422			—			—			4,422
Other operating (income) loss	290			(5		)	—			—			285
Interest expense	26,246			2,906			1,086			—			30,238
Gain on disposition of WhiteWave common stock	(415,783		)	—			—			—			(415,783		)
Other (income) expense, net	(400		)	588			(314		)	—			(126		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	388,290			20,880			(829		)	—			408,341
Income tax expense (benefit)	(13,936		)	8,131			(1,372		)	—			(7,177		)
Income before equity in earnings (loss) of subsidiaries	402,226			12,749			543			—			415,518
Equity in earnings (loss) of consolidated subsidiaries	13,292			(362		)	—			(12,930		)	—
Income from continuing operations	415,518			12,387			543			(12,930		)	415,518
Loss on sale of discontinued operations, net of tax	(398		)	—			—			—			(398		)
Net income	415,120			12,387			543			(12,930		)	415,120
Other comprehensive income (loss), net of tax	(383,312		)	139			(42		)	—			(383,215		)
Comprehensive income	$	31,808		$	12,526		$	501		$	(12,930	)	$	31,905

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	7,098,125		$	10,064		$	—		$	7,108,189
Cost of sales	—			5,868,162			7,964			—			5,876,126
Gross profit	—			1,229,963			2,100			—			1,232,063
Selling and distribution	—			1,010,667			990			—			1,011,657
General and administrative	1,408			209,819			1,577			—			212,804
Amortization of intangibles	—			2,175			—			—			2,175
Facility closing and reorganization costs	—			4,510			—			—			4,510
Litigation settlements	(2,521		)	—			—			—			(2,521		)
Impairment of long-lived assets	—			7,400			—			—			7,400
Other operating income	—			(4,535		)	—			—			(4,535		)
Interest expense	32,307			8,954			4,216			—			45,477
Other (income) expense, net	(1,400		)	2,664			(2,024		)	—			(760		)
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(29,794		)	(11,691		)	(2,659		)	—			(44,144		)
Income tax expense (benefit)	1,235			(18,426		)	(1,062		)	—			(18,253		)
Income (loss) before equity in earnings (loss) of subsidiaries	(31,029		)	6,735			(1,597		)	—			(25,891		)
Equity in earnings (loss) of consolidated subsidiaries	4,653			(1,689		)	—			(2,964		)	—
Income (loss) from continuing operations	(26,376		)	5,046			(1,597		)	(2,964		)	(25,891		)
Loss from discontinued operations, net of tax	—			(45		)	(791		)	—			(836		)
Gain on sale of discontinued operations, net of tax	802			—			352			—			1,154
Net income (loss)	(25,574		)	5,001			(2,036		)	(2,964		)	(25,573		)
Other comprehensive income, net of tax	2,008			138			291			—			2,437
Comprehensive income (loss)	$	(23,566	)	$	5,139		$	(1,745	)	$	(2,964	)	$	(23,136	)

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Nine Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	6,710,398		$	10,473		$	—		$	6,720,871
Cost of sales	—			5,304,577			7,477			—			5,312,054
Gross profit	—			1,405,821			2,996			—			1,408,817
Selling and distribution	—			1,003,990			1,141			—			1,005,131
General and administrative	992			241,277			1,357			—			243,626
Amortization of intangibles	—			2,785			—			—			2,785
Facility closing and reorganization costs	—			17,817			—			—			17,817
Litigation settlements	(1,019		)	—			—			—			(1,019		)
Impairment of long-lived assets	—			38,527			3,414			—			41,941
Other operating loss	290			2,204			—			—			2,494
Interest expense	168,062			8,807			3,140			—			180,009
Gain on disposition of WhiteWave common stock	(415,783		)	—			—			—			(415,783		)
Other (income) expense, net	—			414			(903		)	—			(489		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	247,458			90,000			(5,153		)	—			332,305
Income tax expense (benefit)	(64,220		)	36,949			(3,145		)	—			(30,416		)
Income (loss) before equity in earnings (loss) of subsidiaries	311,678			53,051			(2,008		)	—			362,721
Equity in earnings (loss) of consolidated subsidiaries	539,575			(2,610		)	—			(536,965		)	—
Income (loss) from continuing operations	851,253			50,441			(2,008		)	(536,965		)	362,721
Income from discontinued operations, net of tax	—			—			2,891			—			2,891
Gain (loss) on sale of discontinued operations, net of tax	(398		)	491,825			(5		)	—			491,422
Net income	850,855			542,266			878			(536,965		)	857,034
Net loss attributable to non-controlling interest in discontinued operations	—			—			(6,179		)	—			(6,179		)
Net income (loss) attributable to Dean Foods Company	850,855			542,266			(5,301		)	(536,965		)	850,855
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company	63,955			432			(8,088		)	—			56,299
Comprehensive income (loss) attributable to Dean Foods Company	$	914,810		$	542,698		$	(13,389	)	$	(536,965	)	$	907,154

Condensed Consolidating Statement of Cash Flows

	Unaudited Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(39,062	)	$	113,069		$	(25,936	)	$	48,071
Cash flows from investing activities:
Payments for property, plant and equipment	—			(89,486		)	—			(89,486		)
Proceeds from sale of fixed assets	—			18,688			—			18,688
Net cash used in investing activities	—			(70,798		)	—			(70,798		)
Cash flows from financing activities:
Repayments of debt	—			(498		)	—			(498		)
Proceeds from senior secured revolver	1,865,745			—			—			1,865,745
Payments for senior secured revolver	(1,868,035		)	—			—			(1,868,035		)
Proceeds from receivables-backed facility	—			—			1,836,000			1,836,000
Payments for receivables-backed facility	—			—			(1,754,000		)	(1,754,000		)
Common stock repurchase	(25,000		)	—			—			(25,000		)
Cash dividend paid	(19,654		)	—			—			(19,654		)
Payments of deferred financing costs	(1,544		)	—			(1,689		)	(3,233		)
Issuance of common stock, net of share repurchases	5,296			—			—			5,296
Tax savings on share-based compensation	332			—			—			332
Net change in intercompany balances	108,137			(53,579		)	(54,558		)	—
Net cash provided by (used in) financing activities	65,277			(54,077		)	25,753			36,953
Effect of exchange rate changes on cash and cash equivalents	—			—			(607		)	(607		)
Increase (decrease) in cash and cash equivalents	26,215			(11,806		)	(790		)	13,619
Cash and cash equivalents, beginning of period	(12,289		)	17,433			11,618			16,762
Cash and cash equivalents, end of period	$	13,926		$	5,627		$	10,828		$	30,381

	Unaudited Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities— continuing operations	$	(417,208	)	$	53,877		$	104,703		$	(258,628	)
Net cash provided by operating activities — discontinued operations	—			—			14,174			14,174
Net cash provided by (used in) operating activities	(417,208		)	53,877			118,877			(244,454		)
Cash flows from investing activities:
Payments for property, plant and equipment	—			(90,387		)	—			(90,387		)
Proceeds from sale of fixed assets	—			8,526			—			8,526
Net cash used in investing activities— continuing operations	—			(81,861		)	—			(81,861		)
Net cash provided by (used in) investing activities — discontinued operations	1,441,322			—			(37,828		)	1,403,494
Net cash provided by (used in) investing activities	1,441,322			(81,861		)	(37,828		)	1,321,633
Cash flows from financing activities:
Repayments of debt	(1,027,196		)	—			—			(1,027,196		)
Proceeds from senior secured revolver	696,000			—			—			696,000
Payments for senior secured revolver	(961,000		)	—			—			(961,000		)
Proceeds from receivables-backed facility	—			—			478,000			478,000
Payments for receivables-backed facility	—			—			(478,000		)	(478,000		)
Proceeds from short-term credit facilities	626,750			—			—			626,750
Payments for short-term credit facilities	(37,521		)	—			—			(37,521		)
Payment of financing costs	(6,197		)	—			—			(6,197		)
Issuance of common stock, net of share repurchases for withholding taxes	17,638			—			—			17,638
Tax savings on share-based compensation	2,139			—			—			2,139
Net change in intercompany balances	(2,610		)	30,661			(28,051		)	—
Net cash provided by (used in) financing activities— continuing operations	(691,997		)	30,661			(28,051		)	(689,387		)
Net cash used in financing activities — discontinued operations	—			—			(51,584		)	(51,584		)
Net cash provided by (used in) financing activities	(691,997		)	30,661			(79,635		)	(740,971		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(216		)	(216		)
Increase in cash and cash equivalents	332,117			2,677			1,198			335,992
Cash and cash equivalents, beginning of period	15,242			—			9,415			24,657
Cash and cash equivalents, end of period	$	347,359		$	2,677		$	10,613		$	360,649