Debt (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Schedule of Debt Instruments

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

	June 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	$	51,510		1.66	%*	$	50,250		1.67	%*
Senior notes due 2016	475,697			7.00		475,579			7.00
Senior notes due 2018	23,812			9.75		23,812			9.75
	551,019					549,641
Subsidiary debt obligations:
Senior notes due 2017	133,837			6.90		132,808			6.90
Receivables-backed facility	300,000			0.99		213,000			1.19
Capital lease and other	1,483			—		1,813			—
	435,320					347,621
	986,339					897,262
Less current portion	(698		)			(698		)
Total long-term portion	$	985,641				$	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 June 30, 2014 were as follows (in thousands):

2014	$	329
2015	656
2016	476,686
2017	442,000
2018	75,322
Thereafter	—
Subtotal	994,993
Less discounts	(8,654		)
Total outstanding debt	$	986,339

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 or 2018 senior notes.

	Unaudited Condensed Consolidating Balance Sheet as of June 30, 2014
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	40,695		$	7,675	$	11,394		$	—		$	59,764
Receivables, net	2,053			69,643		647,225			—			718,921
Income tax receivable	71,922			7,959		—			—			79,881
Inventories	—			269,803		—			—			269,803
Intercompany receivables	—			5,776,395		—			(5,776,395		)	—
Other current assets	(2,430		)	85,809		254			—			83,633
Total current assets	112,240			6,217,284		658,873			(5,776,395		)	1,212,002
Property, plant and equipment, net	—			1,183,812		42			—			1,183,854
Goodwill	—			86,841		—			—			86,841
Identifiable intangible and other assets, net	69,861			250,771		(7		)	—			320,625
Investment in subsidiaries	6,642,069			52,258		—			(6,694,327		)	—
Total	$	6,824,170		$	7,790,966	$	658,908		$	(12,470,722	)	$	2,803,322
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	38,853		$	699,095	$	122		$	103		$	738,173
Intercompany payables	5,470,194			—		306,304			(5,776,498		)	—
Current portion of debt	—			698		—			—			698
Current portion of litigation settlements	18,605			—		—			—			18,605
Total current liabilities	5,527,652			699,793		306,426			(5,776,395		)	757,476
Long-term debt	551,018			134,623		300,000			—			985,641
Other long-term liabilities	53,979			314,481		224			—			368,684
Long-term litigation settlements	16,519			—		—			—			16,519
Total stockholders’ equity	675,002			6,642,069		52,258			(6,694,327		)	675,002
Total	$	6,824,170		$	7,790,966	$	658,908		$	(12,470,722	)	$	2,803,322

	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 June 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,389,910		$	3,959		$	—		$	2,393,869
Cost of sales	—			1,991,705			3,076			—			1,994,781
Gross profit	—			398,205			883			—			399,088
Selling and distribution	—			334,540			392			—			334,932
General and administrative	785			69,567			425			—			70,777
Amortization of intangibles	—			717			—			—			717
Facility closing and reorganization costs	—			728			—			—			728
Other operating income	—			(4,535		)	—			—			(4,535		)
Interest expense	11,206			3,058			957			—			15,221
Other (income) expense, net	(900		)	988			(40		)	—			48
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(11,091		)	(6,858		)	(851		)	—			(18,800		)
Income tax benefit	(4,404		)	(13,084		)	(349		)	—			(17,837		)
Income (loss) before equity in earnings (loss) of subsidiaries	(6,687		)	6,226			(502		)	—			(963		)
Equity in earnings (loss) of consolidated subsidiaries	6,039			(594		)	—			(5,445		)	—
Income (loss) from continuing operations	(648		)	5,632			(502		)	(5,445		)	(963		)
Gain (loss) on sale of discontinued operations, net of tax	2			(61		)	377			—			318
Net income (loss)	(646		)	5,571			(125		)	(5,445		)	(645		)
Other comprehensive income, net of tax	724			40			165			—			929
Comprehensive income	$	78		$	5,611		$	40		$	(5,445	)	$	284

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,223,253		$	4,289		$	—	$	2,227,542
Cost of sales	—			1,752,214			3,028			—		1,755,242
Gross profit	—			471,039			1,261			—		472,300
Selling and distribution	—			331,159			519			—		331,678
General and administrative	(362		)	86,357			393			—		86,388
Amortization of intangibles	—			925			—			—		925
Facility closing and reorganization costs	—			4,939			—			—		4,939
Litigation settlements	(1,019		)	—			—			—		(1,019		)
Impairment of long-lived assets	—			3,604			—			—		3,604
Other Operating Income	—			2,209			—			—		2,209
Interest expense	86,124			3,016			982			—		90,122
Other (income) expense, net	400			(536		)	(392		)	—		(528		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(85,143		)	39,366			(241		)	—		(46,018		)
Income tax expense (benefit)	(29,975		)	16,123			(109		)	—		(13,961		)
Income (loss) before equity in earnings (loss) of subsidiaries	(55,168		)	23,243			(132		)	—		(32,057		)
Equity in earnings (loss) of consolidated subsidiaries	(1,702		)	297			—			1,405		—
Income (loss) from continuing operations	(56,870		)	23,540			(132		)	1,405		(32,057		)
Loss from discontinued operations, net of tax	—			—			(21,761		)	—		(21,761		)
Loss on sale of discontinued operations, net of tax	—			(63		)	(2		)	—		(65		)
Net income (loss)	(56,870		)	23,477			(21,895		)	1,405		(53,883		)
Net loss attributable to non-controlling interest	—			—			(2,987		)	—		(2,987		)
Net income (loss) attributable to Dean Foods Company	(56,870		)	23,477			(24,882		)	1,405		(56,870		)
Other comprehensive income, net of tax, attributable to Dean Foods Company	425,212			152			3,844			—		429,208
Comprehensive income (loss) attributable to Dean Foods Company	$	368,342		$	23,629		$	(21,038	)	$	1,405	$	372,338

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	4,727,964		$	6,945		$	—		$	4,734,909
Cost of sales	—			3,914,178			5,468			—			3,919,646
Gross profit	—			813,786			1,477			—			815,263
Selling and distribution	—			673,619			692			—			674,311
General and administrative	618			141,434			1,024			—			143,076
Amortization of intangibles	—			1,461			—			—			1,461
Facility closing and reorganization costs	—			1,705			—			—			1,705
Litigation settlements	(2,521		)	—			—			—			(2,521		)
Other operating income	—			(4,535		)	—			—			(4,535		)
Interest expense	21,811			6,040			2,393			—			30,244
Other (income) expense, net	(600		)	1,157			(830		)	—			(273		)
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(19,308		)	(7,095		)	(1,802		)	—			(28,205		)
Income tax benefit	(5,325		)	(11,641		)	(484		)	—			(17,450		)
Income (loss) before equity in earnings (loss) of subsidiaries	(13,983		)	4,546			(1,318		)	—			(10,755		)
Equity in earnings (loss) of consolidated subsidiaries	3,543			(1,410		)	—			(2,133		)	—
Income (loss) from continuing operations	(10,440		)	3,136			(1,318		)	(2,133		)	(10,755		)
Gain (loss) on sale of discontinued operations, net of tax	838			(61		)	377			—			1,154
Net income (loss)	(9,602		)	3,075			(941		)	(2,133		)	(9,601		)
Other comprehensive income, net of tax	1,146			87			720			—			1,953
Comprehensive income (loss)	$	(8,456	)	$	3,162		$	(221	)	$	(2,133	)	$	(7,648	)

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	4,512,425		$	7,547		$	—		$	4,519,972
Cost of sales	—			3,547,108			5,332			—			3,552,440
Gross profit	—			965,317			2,215			—			967,532
Selling and distribution	—			670,893			782			—			671,675
General and administrative	(365		)	170,837			880			—			171,352
Amortization of intangibles	—			1,875			—			—			1,875
Facility closing and reorganization costs	—			10,549			—			—			10,549
Litigation settlements	(1,019		)	—			—			—			(1,019		)
Impairment of long-lived assets	—			34,105			3,414			—			37,519
Other operating income	—			2,209			—			—			2,209
Interest expense	141,816			5,901			2,054			—			149,771
Other (income) expense, net	400			(174		)	(589		)	—			(363		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(140,832		)	69,122			(4,326		)	—			(76,036		)
Income tax expense (benefit)	(50,284		)	28,818			(1,773		)	—			(23,239		)
Income (loss) before equity in earnings (loss) of subsidiaries	(90,548		)	40,304			(2,553		)	—			(52,797		)
Equity in earnings (loss) of consolidated subsidiaries	526,283			(2,249		)	—			(524,034		)	—
Income (loss) from continuing operations	435,735			38,055			(2,553		)	(524,034		)	(52,797		)
Income from discontinued operations, net of tax	—			—			2,891			—			2,891
Gain (loss) on sale of discontinued operations, net of tax	—			491,825			(5		)	—			491,820
Net income	435,735			529,880			333			(524,034		)	441,914
Net loss attributable to non-controlling interest in discontinued operations	—			—			(6,179		)	—			(6,179		)
Net income (loss) attributable to Dean Foods Company	435,735			529,880			(5,846		)	(524,034		)	435,735
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company	447,267			293			(8,046		)	—			439,514
Comprehensive income (loss) attributable to Dean Foods Company	$	883,002		$	530,173		$	(13,892	)	$	(524,034	)	$	875,249

Condensed Consolidating Statement of Cash Flows

	Unaudited Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 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	$	(74,851	)	$	70,368		$	29,751		$	25,268
Cash flows from investing activities:
Payments for property, plant and equipment	—			(53,622		)	—			(53,622		)
Proceeds from sale of fixed assets	—			17,556			—			17,556
Net cash used in investing activities	—			(36,066		)	—			(36,066		)
Cash flows from financing activities:
Repayments of debt	—			(329		)	—			(329		)
Proceeds from senior secured revolver	1,317,194			—			—			1,317,194
Payments for senior secured revolver	(1,315,935		)	—			—			(1,315,935		)
Proceeds from receivables-backed facility	—			—			1,281,000			1,281,000
Payments for receivables-backed facility	—			—			(1,194,000		)	(1,194,000		)
Common stock repurchase	(25,000		)	—			—			(25,000		)
Cash dividend paid	(13,089		)	—			—			(13,089		)
Payments of deferred financing costs	(414		)	—			(693		)	(1,107		)
Issuance of common stock, net of share repurchases	4,953			—			—			4,953
Tax savings on share-based compensation	284			—			—			284
Intercompany	159,842			(43,731		)	(116,111		)	—
Net cash provided by (used in) financing activities	127,835			(44,060		)	(29,804		)	53,971
Effect of exchange rate changes on cash and cash equivalents	—			—			(171		)	(171		)
Increase (decrease) in cash and cash equivalents	52,984			(9,758		)	(224		)	43,002
Cash and cash equivalents, beginning of period	(12,289		)	17,433			11,618			16,762
Cash and cash equivalents, end of period	$	40,695		$	7,675		$	11,394		$	59,764

	Unaudited Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 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	$	(283,865	)	$	(58,127	)	$	96,904		$	(245,088	)
Net cash provided by operating activities — discontinued operations	—			—			14,174			14,174
Net cash provided by (used in) operating activities	(283,865		)	(58,127		)	111,078			(230,914		)
Cash flows from investing activities:
Payments for property, plant and equipment	(40		)	(48,952		)	—			(48,992		)
Proceeds from sale of fixed assets	—			4,271			—			4,271
Net cash used in investing activities— continuing operations	(40		)	(44,681		)	—			(44,721		)
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	1,441,282			(44,681		)	(37,828		)	1,358,773
Cash flows from financing activities:
Repayments of debt	(1,027,196		)	—			—			(1,027,196		)
Proceeds from senior secured revolver	510,750			—			—			510,750
Payments for senior secured revolver	(658,750		)	—			—			(658,750		)
Proceeds from receivables-backed facility	—			—			388,000			388,000
Payments for receivables-backed facility	—			—			(296,000		)	(296,000		)
Payment of financing costs	(575		)	—			—			(575		)
Issuance of common stock, net of share repurchases for withholding taxes	8,785			—			—			8,785
Tax savings on share-based compensation	172			—			—			172
Net change in intercompany balances	2,276			110,964			(113,240		)	—
Net cash provided by (used in) financing activities— continuing operations	(1,164,538		)	110,964			(21,240		)	(1,074,814		)
Net cash used in financing activities — discontinued operations	—			—			(51,584		)	(51,584		)
Net cash provided by (used in) financing activities	(1,164,538		)	110,964			(72,824		)	(1,126,398		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(155		)	(155		)
Increase (decrease) in cash and cash equivalents	(7,121		)	8,156			271			1,306
Cash and cash equivalents, beginning of period	15,242			—			9,415			24,657
Cash and cash equivalents, end of period	$	8,121		$	8,156		$	9,686		$	25,963