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EX-32.2 - EXHIBIT 32.2 - WHITEWAVE FOODS Cowwav-20150630xex322.htm
EX-10.4 - EXHIBIT 10.4 - WHITEWAVE FOODS Cowwav-20150630xex104.htm
EX-10.3 - EXHIBIT 10.3 - WHITEWAVE FOODS Cowwav-20150630xex103.htm
EX-32.1 - EXHIBIT 32.1 - WHITEWAVE FOODS Cowwav-20150630xex321.htm
EX-31.2 - EXHIBIT 31.2 - WHITEWAVE FOODS Cowwav-20150630xex312.htm
EX-10.2 - EXHIBIT 10.2 - WHITEWAVE FOODS Cowwav-20150630xex102.htm
EX-31.1 - EXHIBIT 31.1 - WHITEWAVE FOODS Cowwav-20150630xex311.htm
EX-10.1 - EXHIBIT 10.1 - WHITEWAVE FOODS Cowwav-20150630xex101.htm
EX-10.5 - EXHIBIT 10.5 - WHITEWAVE FOODS Cowwav-20150630xex105.htm
EX-10.6 - EXHIBIT 10.6 - WHITEWAVE FOODS Cowwav-20150630xex106.htm


 
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 June 30, 2015
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 July 31, 2015, there were 175,759,310 outstanding shares of common stock, par value $0.01 per share.
 



Table of Contents
 
 
 
Page
Part I — Financial Information
 
 
 
 
Item 1
 
 
 
Item 2
 
 
 
Item 3
 
 
 
Item 4
 
 
Part II — Other Information
 
 
 
 
Item 1
 
 
 
Item 1A
 
 
 
Item 2C
 
 
 
Item 6
 
 



ii


Part I — Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
The WhiteWave Foods Company
Condensed Consolidated Balance Sheets
(Unaudited)
 
June 30, 2015
 
December 31, 2014
 
(In thousands, except share data)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
27,408

 
$
50,240

Trade receivables, net of allowance of $2,492 and $2,343
214,643

 
192,692

Inventories
258,161

 
215,669

Deferred income taxes
22,435

 
30,263

Income tax receivable
34,502

 
14,455

Prepaid expenses and other current assets
27,738

 
35,868

Total current assets
584,887

 
539,187

Investment in equity method investments
37,038

 
43,160

Property, plant, and equipment, net
1,057,628

 
993,207

Identifiable intangible and other assets, net
737,270

 
729,011

Goodwill
1,068,540

 
1,068,276

Total Assets
$
3,485,363

 
$
3,372,841

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
468,408

 
$
469,764

Current portion of debt and capital lease obligations
21,194

 
21,158

Income tax payable
1,792

 
496

Total current liabilities
491,394

 
491,418

Long-term debt and capital lease obligations
1,533,447

 
1,495,822

Deferred income taxes
272,341

 
267,010

Other long-term liabilities
40,143

 
42,104

Total liabilities
2,337,325

 
2,296,354

Commitments and Contingencies (Note 12)

 

Shareholders’ equity:
 
 
 
Preferred stock, $0.01 par value; 170,000,000 shares authorized, no shares issued and outstanding at June 30, 2015 and December 31, 2014

 

Common stock, $0.01 par value; 1,700,000,000 shares authorized, 175,621,613 issued and outstanding at June 30, 2015; 174,388,132 issued and outstanding at December 31, 2014
1,756

 
1,744

Class B common stock, $0.01 par value; 175,000,000 shares authorized, no shares issued and outstanding at June 30, 2015 and December 31, 2014

 

Additional paid-in capital
906,320

 
878,549

Retained earnings
328,103

 
257,312

Accumulated other comprehensive loss
(88,141
)
 
(61,118
)
Total shareholders’ equity
1,148,038

 
1,076,487

Total Liabilities and Shareholders’ Equity
$
3,485,363

 
$
3,372,841

See notes to condensed consolidated financial statements (unaudited).

1


The WhiteWave Foods Company
Condensed Consolidated Statements of Income
(Unaudited)
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands, except share and per share amounts)
Net sales
$
923,632

 
$
837,926

 
$
1,834,773

 
$
1,668,149

Cost of goods sold
597,474

 
552,666

 
1,200,041

 
1,109,675

Gross profit
326,158

 
285,260

 
634,732

 
558,474

Operating expenses:
 
 
 
 
 
 
 
Selling, distribution, and marketing
174,311

 
156,910

 
342,072

 
304,301

General and administrative
74,845

 
61,630

 
145,589

 
133,916

Asset disposal and exit costs

 
(55
)
 

 
(703
)
Total operating expenses
249,156

 
218,485

 
487,661

 
437,514

Operating income
77,002

 
66,775

 
147,071

 
120,960

Other expense:
 
 
 
 
 
 
 
Interest expense
13,933

 
7,512

 
22,600

 
13,234

Other expense, net
988

 
3,548

 
4,787

 
4,356

Total other expense
14,921

 
11,060

 
27,387

 
17,590

Income before income taxes
62,081

 
55,715

 
119,684

 
103,370

Income tax expense
22,214

 
20,766

 
42,396

 
36,061

Income before loss in equity method investments
39,867

 
34,949

 
77,288

 
67,309

Loss in equity method investments
2,423

 
542

 
6,497

 
542

Net income
$
37,444

 
$
34,407

 
$
70,791

 
$
66,767

Weighted average common shares:
 
 
 
 
 
 
 
Basic
175,317,750

 
173,966,917

 
175,007,291

 
173,796,646

Diluted
180,044,401

 
177,589,222

 
179,662,304

 
177,200,630

Net income per share:
 
 
 
 
 
 
 
Basic
$
0.21

 
$
0.20

 
$
0.40

 
$
0.38

Diluted
$
0.21

 
$
0.19

 
$
0.39

 
$
0.38

See notes to condensed consolidated financial statements (unaudited).

2


The WhiteWave Foods Company
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Net income
$
37,444

 
$
34,407

 
$
70,791

 
$
66,767

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Change in defined benefit pension plan, net of tax benefit (expense) of $34, ($2), ($82), and ($16)
(69
)
 
4

 
162

 
45

Foreign currency translation adjustment
16,422

 
(660
)
 
(27,248
)
 
556

Change in fair value of derivative instruments, net of tax benefit (expense) of $223, ($104), ($33), and $213
(433
)
 
202

 
63

 
(330
)
Other comprehensive income (loss), net of tax
15,920

 
(454
)
 
(27,023
)
 
271

Comprehensive income
$
53,364

 
$
33,953

 
$
43,768

 
$
67,038

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, 2014
174,388,132

 
$
1,744

 
$
878,549

 
$
257,312

 
$
(61,118
)
 
$
1,076,487

Net income

 

 

 
70,791

 

 
70,791

Share-based compensation

 

 
20,433

 

 

 
20,433

Excess tax benefit from share-based compensation

 

 
11,345

 

 

 
11,345

Shares issued in connection with share-based compensation
1,233,481

 
12

 
3,558

 

 

 
3,570

Minimum tax withholdings related to net share settlements of restricted stock units

 

 
(7,565
)
 

 

 
(7,565
)
Other comprehensive loss

 

 

 

 
(27,023
)
 
(27,023
)
Balance at June 30, 2015
175,621,613

 
$
1,756

 
$
906,320

 
$
328,103

 
$
(88,141
)
 
$
1,148,038

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, 2013
173,452,896

 
$
1,735

 
$
851,017

 
$
117,127

 
$
(8,440
)
 
$
961,439

Net income






66,767




66,767

Share-based compensation




15,426






15,426

Excess tax benefit from share-based compensation




3,010






3,010

Shares issued in connection with share-based compensation
659,672


6


1,281






1,287

Minimum tax withholdings related to net share settlements of restricted stock units




(3,491
)





(3,491
)
Conversion of phantom shares into restricted stock units




956






956

Other comprehensive income








271


271

Balance at June 30, 2014
174,112,568

 
$
1,741

 
$
868,199

 
$
183,894

 
$
(8,169
)
 
$
1,045,665

See notes to condensed consolidated financial statements (unaudited).

5


The WhiteWave Foods Company
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six months ended June 30,
 
2015
 
2014
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
70,791

 
$
66,767

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
55,337

 
54,868

Share-based compensation expense
20,433

 
15,426

Amortization of debt issuance costs
2,017

 
1,448

Asset disposal and exit costs

 
(703
)
(Gain) loss on fixed asset disposal
(2,010
)
 
1,189

Deferred income taxes
16,439

 
(6,463
)
Mark-to-market on derivative instruments
(262
)
 
4,356

Noncash patronage dividends received
(1,270
)
 
(410
)
Loss in equity method investments
6,497

 
542

Other
(492
)
 
130

Net change in operating assets and liabilities, net of acquisition/divestitures
(60,617
)
 
(19,401
)
Net cash provided by operating activities
106,863

 
117,749

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Investment in equity method investments
(701
)
 
(47,285
)
Payments for acquisitions, net of cash acquired of $1,530 and $5,638
(38,672
)
 
(603,373
)
Proceeds from acquisition adjustments
346

 

Payments for property, plant, and equipment
(140,637
)
 
(139,850
)
Proceeds from sale of fixed assets
8,880

 
122

Net cash used in investing activities
(170,784
)
 
(790,386
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from the issuance of debt

 
500,000

Repayment of debt
(10,000
)
 
(10,000
)
Payments on capital lease obligations
(584
)
 
(508
)
Proceeds from revolver line of credit
270,345

 
489,850

Payments on revolver line of credit
(222,100
)
 
(340,060
)
Proceeds from exercise of stock options
3,558

 
1,281

Minimum tax withholding paid on behalf of employees for restricted stock units
(7,565
)
 
(3,491
)
Excess tax benefit from share-based compensation
11,345

 
3,196

Payment of deferred financing costs
(39
)
 
(3,378
)
Net cash provided by financing activities
44,960

 
636,890

Effect of exchange rate changes on cash and cash equivalents
(3,871
)
 
595

DECREASE IN CASH AND CASH EQUIVALENTS
(22,832
)
 
(35,152
)
Cash and cash equivalents, beginning of period
50,240

 
101,105

Cash and cash equivalents, end of period
$
27,408

 
$
65,953

SUPPLEMENTAL CASH FLOW INFORMATION
 
 
 
Non-cash activity - Unpaid purchases of plant and equipment
$
21,673

 
$
32,854

Non-cash activity - Conversion of phantom shares to restricted stock units

 
956

See notes to condensed consolidated financial statements (unaudited).

6


THE WHITEWAVE FOODS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2015 and 2014
(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, distribute, and sell branded plant-based foods and beverages, organic greens and produce, coffee creamers and beverages, and premium dairy products throughout North America and Europe. We also hold a 49% ownership interest in a joint venture that manufactures, markets, distributes, and sells branded plant-based beverages in China. Our brands distributed in North America include Silk and So Delicious plant-based foods and beverages, Earthbound Farm organic salads, fruits and vegetables, International Delight and LAND O LAKES coffee creamers and beverages, and Horizon Organic premium dairy products and branded macaroni and cheese and snack foods, while our European brands of plant-based foods and beverages include Alpro and Provamel, and plant-based beverages in China are sold under the Silk ZhiPuMoFang brand.
On May 29, 2015, the Company acquired substantially all of the assets and liabilities of EIEIO, Inc. the company that owns the Magicow ("Magicow") brand and other brands for $40.2 million in cash. Magicow, 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 Magicow expands our portfolio of bulk coffee creamer and flavor dispensing products and provides new product capabilities to support growth in our away-from-home channel. Magicow'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.
On June 9, 2015, the Company announced that it agreed to acquire Sequel Naturals Ltd, the company that owns the Vega brand ("Vega") and is a pioneer and leader in plant-based nutrition products, for approximately $550 million in cash funded by borrowings under our existing credit facility. Vega offers a broad range of plant-based nutrition products - primarily powdered shakes and snack bars. This acquisition represents an opportunity for the Company to extend its plant-based foods and beverages platform into nutritional powders and bars, and pursue additional innovation opportunities. The Company completed this acquisition on August 1, 2015.
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, 2014, which was filed with the Securities and Exchange Commission ("SEC") on February 27, 2015.
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. Our results of operations for the three and six months ended June 30, 2015 and 2014 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, 2014 contained in our Annual Report on Form 10-K for the year ended December 31, 2014.
Certain reclassifications of previously reported amounts have been made to conform to current year presentation in the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of shareholders' equity, Note 13 "Segment, Geographic, and Customer Information" and Note 15 “Supplemental Guarantor Financial Information.” These reclassifications did not impact previously reported amounts on the Company’s unaudited condensed consolidated balance sheets, statements of income and statements of cash flows.
Recently Issued Accounting Pronouncements — In May 2014, the 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. 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.

7


GAAP when it becomes effective. Early adoption will be permitted as of the December 31, 2016 original effective date. We are currently evaluating the effects, if any, adoption of this guidance will have on the Company's consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period which amends the guidance in ASC 718 and clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Accordingly, an entity would not record compensation expense (measured as of the grant date without taking into account the effect of the performance target) related to an award for which transfer to the employee is contingent on the entity’s satisfaction of a performance target until it becomes probable that the performance target will be met. The ASU’s guidance is effective for reporting periods (including interim periods) beginning after December 15, 2015. The adoption will not have an impact to the Company’s consolidated financial statements.
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. The adoption will not have an impact to the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP. The guidance in the ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. We are currently evaluating the effects, if any, adoption of this guidance will have on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. For public business entities, the standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. We are currently evaluating the effects adoption of this guidance will have on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets, which permits an entity with a fiscal year-end that does not fall on a month-end to measure defined benefit plan obligations and assets as of the month-end that is closest to the entity’s fiscal year-end, and apply that methodology consistently from year to year. The ASU also requires an entity to adjust the measurement of defined benefit plan obligations and assets to reflect contributions or significant events that occur between the month-end date used to measure defined benefit plan obligations and assets and the entity’s fiscal year-end. ASU 2015-04 is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires prospective application and permits earlier application for all entities. We do not believe the adoption of this guidance will have an impact on 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 are currently evaluating the effects adoption of this guidance will have on the Company's consolidated financial statements.
2. Acquisitions and Divestitures
Acquisitions

8


Earthbound Farm
On January 2, 2014, the Company acquired Earthbound Farm, one of the largest organic produce brands in North America, from the existing shareholders in accordance with an Agreement and Plan of Merger dated December 8, 2013. The acquisition added to our focus on high-growth product categories that are aligned with emerging customer trends. The total consideration for the acquisition was approximately $608.7 million in cash. The acquisition was funded by approximately $615 million in borrowings under our senior secured credit facilities.
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 $255.6 million. Intangible assets subject to amortization of $104.9 million are being amortized over a weighted average period of 15 years and relate primarily to customer and supplier relationships. We have completed the purchase price allocation related to the Earthbound acquisition, and negotiations regarding final purchase price adjustments were completed subsequent to the end of the second quarter. The gain from the final negotiation will be recorded in the third quarter of 2015 in our unaudited condensed consolidated statements of income.
The following table summarizes allocation of the purchase price to the fair value of assets acquired.
 
 
January 2, 2014
 
(In thousands)
Assets acquired:
 
Cash and cash equivalents
$
5,638

Inventories
22,299

Other current assets
54,260

Property, plant and equipment
147,390

Trademarks
150,700

Intangible assets with finite lives
104,900

Liabilities assumed:
 
Accounts payable and other accruals
58,328

Income taxes and deferred taxes, net
26,857

Obligations under capital leases
22,646

Total identifiable net assets
377,356

Goodwill
231,309

Total purchase price
$
608,665

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 Earthbound Farm assets into our operations. Goodwill was recorded in the Americas Fresh Foods segment. The amount of goodwill expected to be tax deductible is approximately $88.4 million.
So Delicious Dairy Free
On October 31, 2014, the Company acquired the company that owns So Delicious® Dairy Free ("So Delicious") from its existing shareholders for total consideration of approximately $196.6 million in cash. So Delicious manufactures, markets and distributes plant-based beverages, creamers, cultured products and frozen desserts and is based in Springfield, Oregon. The acquisition of So Delicious expands our portfolio of plant-based food and beverage products and provides the company with an entry into the growing, plant-based frozen dessert category. So Delicious’ results of operations have been included in our 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 $83.0 million. Intangible assets subject to amortization of $29.8 million are being amortized over a weighted average period of 15 years and relate primarily to customer relationships. Certain estimated values for the So Delicious acquisition are not yet finalized pending the final

9


purchase price allocations. In the six months ended June 30, 2015, we recorded $1.8 million of purchase accounting adjustments. We expect to finalize the allocation of the purchase price in 2015.
The following table summarizes allocation of the purchase price to the fair value of assets acquired and liabilities assumed. The allocation of the purchase price in the table below is preliminary and subject to change based on the finalization of the purchase price.
 
 
October 31, 2014
 
(In thousands)
Assets acquired:
 
Cash and cash equivalents
$
1,552

Inventories
21,528

Other current assets
10,585

Property, plant and equipment
8,504

Trademarks
53,216

Intangible assets with finite lives
29,768

Liabilities assumed:
 
Accounts payable and other accruals
11,050

Other long-term liabilities
429

Total identifiable net assets
113,674

Goodwill
82,951

Total purchase price
$
196,625

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 So Delicious assets into our operations. Goodwill is recorded in the Americas Foods & Beverages segment. All of the goodwill is tax deductible.
EIEIO
On May 29, 2015, the Company acquired substantially all of the assets and liabilities of EIEIO, Inc. the company that owns the Magicow ("Magicow") brand and other brands for $40.2 million in cash. Magicow, 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 Magicow expands our portfolio of bulk coffee creamer and flavor dispensing products and provides new product capabilities to support growth in our away-from-home channel. In connection with the acquisition of Magicow, we incurred $0.3 million in expenses for the three and six months ended June 30, 2015 related to due diligence, investment advisors and regulatory matters. The expenses directly associated with the acquisition were recorded in general and administrative expenses in our condensed consolidated statements of income and were not allocated to our segments and are reflected entirely within corporate and other. Magicow'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. Net sales were $1.5 million from the acquisition date to June 30, 2015.
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. Certain estimated values for the acquisition are not yet finalized pending the final purchase price allocations. We expect to finalize the allocation of the purchase price within one year of the acquisition.
The following table summarizes allocation of the purchase price to the fair value of assets acquired and liabilities assumed. The allocation of the purchase price in the table below is preliminary and subject to change based on the finalization of the purchase price.

10


 
 
May 29, 2015
 
(In thousands)
Assets acquired:
 
Cash and cash equivalents
$
1,530

Inventories
2,654

Other current assets
2,010

Property, plant and equipment
554

Trademarks
11,600

Intangible assets with finite lives
10,160

Liabilities assumed:
 
Accounts payable and other accruals
1,963

Other long-term liabilities
48

Total identifiable net assets
26,497

Goodwill
13,705

Total purchase price
$
40,202

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 Magicow assets into our operations. Goodwill is recorded in the Americas Foods & Beverages segment. All of the goodwill is tax deductible.
Divestitures
SoFine
On March 31, 2014, we completed the sale of SoFine Foods BV (“SoFine”), a wholly-owned subsidiary that operated a soy-based meat-alternatives business in the Netherlands. Management’s intention to pursue a sale was based on the strategic decision to exit this non-core business of the Europe Foods & Beverages segment. In the fourth quarter of 2013, a write-down of $9.8 million was recorded and included in operating expenses in our financial statements.
Idaho Dairy Farm
In 2013, management approved a plan to sell the assets of its dairy farm located in Idaho which was completed in the fourth quarter of 2013. Management’s decision to sell the Idaho dairy farm was based on the strategic decision to focus on Americas Foods & Beverages' core processing, marketing and distribution capabilities. In conjunction with the sale of the Idaho dairy farm, we recorded an impairment charge of $11.1 million included in asset disposal and exit costs in our financial statements. Cash received at the time of sale in the fourth quarter of 2013 was $31.0 million, net of disposal costs. In addition, we recorded a note receivable for $6.4 million which was fully collected by the second quarter of 2014.
In addition to the impairment charge, we recorded a charge of $3.3 million related to lease liabilities, severance and related costs in connection with the Idaho dairy farm sale. Liabilities recorded and the changes therein for the six months ended June 30, 2014 were as follows: 
 
Accrued charges at December 31, 2013
 
Costs paid or otherwise settled
 
Reversal of prior expense
 
Accrued charges at June 30, 2014
 
(In thousands)
Lease liability
$
2,674

 
$
(762
)
 
$
(351
)
 
$
1,561

Severance and related costs
632

 
(598
)
 
(55
)
 
(21
)
Total
$
3,306

 
$
(1,360
)
 
$
(406
)
 
$
1,540


During the six months ended June 30, 2014, we recorded a reversal of $0.7 million of the prior period expenses of which $0.3 million related to the impairment charge and $0.4 million related to the lease liability and severance costs. All liabilities were fully settled as of December 31, 2014.

11


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-based beverage products and other nutritious products in China. Under the terms of the agreement, the Company owns a 49% stake in the venture while Mengniu owns a 51% stake. In the second quarter of 2014, the joint venture completed its purchase of Yashili Zhengzhou (“Zhengzhou”), a subsidiary of Yashili International Holdings, Ltd (“Yashili”). Zhengzhou’s primary asset is a production facility in China, where the joint venture manufactures its products. Mengniu was the majority owner of Yashili. The purchase price for Zhengzhou was approximately $80.9 million (Chinese Renminbi ("RMB") 504 million), including $60.3 million (Chinese RMB 376.7 million) for the purchase of equity and the balance for the repayment and assumption of debt and other obligations.
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. During the six months ended June 30, 2014, we contributed $47.3 million of cash to the joint venture. No contributions were made during the three and six months ended June 30, 2015 as the joint venture entered into a credit facility with Mengniu for up to Chinese RMB 120 million ($19.4 million USD) that is expected to support its liquidity requirements for 2015. We guarantee up to 49% on the total commitment amount of this credit facility or Chinese RMB 58.8 million ($9.5 million USD). As of June 30, 2015, the joint venture had borrowed Chinese RMB 80 million ($12.9 million USD) under the facility.
In connection with the formation of the joint venture, we incurred nil and $0.3 million in expenses for the three and six months ended June 30, 2014, respectively, related to due diligence, investment advisors and regulatory matters. The expenses have been recorded in general and administrative expenses in our unaudited condensed consolidated statements of income and have not been allocated to our segments and are reflected entirely within corporate and other.

4. Inventories
Inventories consisted of the following:
 
June 30,
2015
 
December 31,
2014
 
(In thousands)
Raw materials and supplies
$
121,674

 
$
101,418

Finished goods
136,487

 
114,251

Total
$
258,161

 
$
215,669

5. Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for the six months ended June 30, 2015 are as follows:
 
 
Americas Foods & Beverages
 
Americas Fresh Foods
 
Europe Foods & Beverages
 
Total
 
(In thousands)
Balance at December 31, 2014
$
685,173

 
$
231,309

 
$
151,794

 
$
1,068,276

Acquisition
13,705

 

 

 
13,705

Purchase price adjustment
(1,906
)
 

 

 
(1,906
)
Foreign currency translation

 

 
(11,535
)
 
(11,535
)
Balance at June 30, 2015
$
696,972

 
$
231,309

 
$
140,259

 
$
1,068,540

The gross carrying amount and accumulated amortization of our intangible assets, other than goodwill, as of June 30, 2015 and December 31, 2014 are as follows:
 

12


 
June 30, 2015
 
December 31, 2014
 
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)
$
552,034

 
$

 
$
552,034

 
$
547,072

 
$

 
$
547,072

Intangible assets with finite lives:
 
 
 
 
 
 
 
 
 
 
 
Customer-related and other (1)
168,670

 
(31,589
)
 
137,081

 
158,302

 
(26,677
)
 
131,625

Supplier relationships
12,000

 
(1,440
)
 
10,560

 
12,000

 
(960
)
 
11,040

Non-compete agreements
660

 
(300
)
 
360

 
600

 
(200
)
 
400

        Trademarks
968


(964
)

4


968


(964
)

4

Total
$
734,332

 
$
(34,293
)
 
$
700,039

 
$
718,942

 
$
(28,801
)
 
$
690,141


 (1) The change in the carrying amount of intangible assets with indefinite and finite lives is the result of foreign currency translation adjustments.

Amortization expense on finite-lived intangible assets for the three months ended June 30, 2015 and 2014 was $3.0 million and $2.5 million, respectively. Amortization expense on finite-lived intangible assets for the six months ended June 30, 2015 and 2014 was $5.8 million and $5.1 million, respectively. Estimated aggregate finite-lived intangible asset amortization expense for the next five years is as follows (in millions):
 
2015
$
12.5

2016
12.5

2017
12.3

2018
12.2

2019
11.1

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 June 30, 2015 was 35.8% compared to 37.3% for the three months ended June 30, 2014. The effective tax rate for the six months ended June 30, 2015 was 35.4% compared to 34.9% for the six months ended June 30, 2014. The decrease in the effective tax rate for the three month period was primarily due to nondeductible transaction costs incurred in the second quarter 2014. The increase in the effective tax rate for the six month period was primarily due to a reduction in our deferred tax liabilities recognized in 2014 as a result of lower state apportionment driven by the sale of the Idaho dairy farm. 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 June 30, 2015 and December 31, 2014 consisted of the following: 
 
June 30, 2015
 
December 31, 2014
 
 
Amount
outstanding
 
Interest
rate
 
Amount
outstanding
 
Interest
rate
 
 
(In thousands, except percentages)
 
Senior secured credit facilities
$
1,033,245

 
2.12
%
$
995,000

 
2.11
%
Senior unsecured notes
500,000

 
5.38
%
 
500,000

 
5.38
%
 
Capital lease obligations
21,396

 
 
 
21,980

 
 
 
Less current portion
(21,194
)
 
 
 
(21,158
)
 
 
 
Total long-term debt
$
1,533,447

 
 
 
$
1,495,822

 
 
 
*
Represents a weighted average rate, including applicable interest rate margins.
Senior Secured Credit Facilities
On October 12, 2012, we entered into a credit agreement, among us, the subsidiary guarantors listed therein, 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”). The Credit Agreement governs our senior secured credit facilities, consisting of a five-year revolving credit facility in a principal amount of $850 million, an original five-year $250 million term loan A-1, and an original seven-year $250 million term loan A-2. We capitalized $12.4 million of deferred financing fees, which were being amortized over the respective revolving and term loan commitments up until the Amendment on August 29, 2014 as described below.

In conjunction with the January 2, 2014 acquisition of Earthbound Farm, under the terms of the Credit Agreement, we entered into an Incremental Term Loan Agreement to establish a new incremental seven-year term loan A-3 facility in an aggregate principal amount of $500.0 million (the “Incremental Term Loan Agreement”). We capitalized $3.3 million of financing fees, which were being amortized over the term of the term loan facility up until the amendment on August 29, 2014 as described below. We also amended the Credit Agreement on January 2, 2014, to, among other things, reset an accordion feature that allows for our senior secured credit facilities to be increased by up to $500.0 million, subject to lenders commitments, and increased the limit of swing line loans to $85.0 million.

On August 29, 2014, we entered into the Third Amendment to the Credit Agreement with Bank of America, N.A., as administrative agent, and the subsidiary guarantors, lenders and voting participants party thereto (the “Third Amendment”). The Third Amendment extended maturity dates, reset amortization requirements, increased liquidity and added additional operating flexibility under the Credit Agreement. The applicable interest rates and fees under the Credit Agreement were not modified in the Third Amendment. As a result of the Third Amendment, we expensed $0.8 million of deferred financing fees related to the Credit Agreement. We capitalized $4.8 million of new deferred financing fees related to the Third Amendment which, in conjunction with $10.1 million of deferred financing fees remaining related to the Credit Agreement, are being amortized over the term of the revolving and term loan commitments as described below. Deferred financing fees are included in identifiable intangible and other assets in our unaudited condensed consolidated balance sheets.
As of June 30, 2015, we had outstanding borrowings of $1.0 billion under our original $2.0 billion senior secured credit facilities, which consisted of $985.0 million of term loan borrowings and $48.2 million borrowed under our $1.0 billion revolving credit facility commitment. We further had $5.9 million in outstanding letters of credit issued under our revolving credit facility, based on our current commitment level and subject to financial covenant requirements. As of June 30, 2015, the revolving credit facility and term loan A-1 bear interest at a rate of LIBOR plus 1.75% and the term loan A-2 at a rate of LIBOR plus 2.00%.
Alpro Revolving Credit Facility
Alpro maintained a revolving credit facility not to exceed €20.0 million ($22.3 million USD) or its currency equivalent up until June 29, 2015. On June 29, 2015, Alpro entered into a new revolving credit facility not to exceed €30.0 million ($33.4 million USD) or its currency equivalent. The facility is unsecured and guaranteed by The WhiteWave Foods 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 ($33.4 million USD) or its currency equivalent. At June 30, 2015 and December 31, 2014, there were no outstanding borrowings under these facilities. Principal payments, if any, are due under the subsidiary revolving credit facility upon maturity on June 29, 2016.
Senior Unsecured Notes
On September 17, 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, which began on April 1, 2015. The net proceeds from the issuance and sale of the notes, after deducting underwriting discounts and commission and offering expenses, was approximately $490.7 million. We utilized the proceeds of the issuance to pay down all outstanding borrowings under our senior secured revolving commitment, with the remaining proceeds increasing our cash balances at that time.
Capital Lease Obligations

13



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, on the unaudited condensed consolidated balance sheets.
8. Derivative Financial Instruments and Fair Value Measurement
Interest Rates
We maintain an interest rate swaps portfolio with a total notional value of $650 million and all with a maturity date of March 31, 2017 (the “2017 swaps”). We are the counterparty to the financial institutions under these swap agreements and are 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 interest rate swaps.
The following table summarizes the terms of the interest rate swap agreements as of June 30, 2015:
 
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 interest rate swap agreements are marked-to-market at the end of each reporting period and a derivative asset or liability is recorded on our unaudited condensed consolidated balance sheets. Losses on these contracts were $1.0 million and $4.8 million for the three and six months ended June 30, 2015, respectively. Losses on these contracts were $3.6 million and $4.4 million for the three and six months ended June 30, 2014, respectively. Gains and losses are recorded in other expense in our unaudited condensed consolidated statements of income. A summary of these open swap agreements recorded at fair value in our unaudited condensed consolidated balance sheets at June 30, 2015 and December 31, 2014 is included in the table below.
Credit risk under these arrangements is believed to be remote as the counterparties to the interest rate swap agreements are major financial institutions; however, if any of the counterparties to the swap agreements become unable to fulfill their obligation, we may lose any financial benefits of these arrangements.

Commodities
We are exposed to commodity and raw material price fluctuations, including organic and conventional milk, butterfat, almonds, organic and non-genetically modified (“non-GMO”) soybeans, 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 one year’s anticipated requirements, depending on the ingredient or commodity, but can be longer in some 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 contracts from qualified financial institutions for commodities associated with the production and distribution of our products. Certain of the contracts offset the risk of increases in our commodity costs and are designated as cash flow hedges when appropriate. These contracts are recorded as an asset or liability in our unaudited 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. Any ineffectiveness in our commodity hedges is recorded as an adjustment to distribution expense or cost of goods sold, depending on commodity type, in our unaudited condensed consolidated statements of income.
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 as hedges are allocated to cost of goods sold and selling, distribution, and marketing expenses in our unaudited condensed consolidated statements of income. For the three and six

14


months ended June 30, 2015, we recorded a gain of $4.2 million and $5.1 million, respectively, related to our unhedged commodities contracts.
There was no material hedge ineffectiveness related to our commodities contracts designated as hedging instruments during the three and six months ended June 30, 2015 and 2014. A summary of our open commodities contracts recorded at fair value in our unaudited condensed consolidated balance sheets at June 30, 2015 and December 31, 2014 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 19.3% and 18.6% of our long-lived assets as of June 30, 2015 and December 31, 2014, respectively, and 18.8% and 20.0% of net sales for the six months ended June 30, 2015 and 2014, respectively. 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 exposures to foreign exchange rates are the Euro, the British Pound, the Canadian dollar, the Mexican peso, and the Chinese RMB against the U.S. dollar. We employ derivative financial instruments to manage our exposure to fluctuations in foreign currency rates related to the purchase of raw materials. We have foreign exchange contracts through July 2016. These contracts are recorded as an asset or liability in our unaudited 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. Any ineffectiveness in our foreign currency exchange hedges is recorded as an adjustment to cost of goods sold in our unaudited 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 six months ended June 30, 2015 and 2014.

Fair Value - Derivatives
As of June 30, 2015 and December 31, 2014, derivatives recorded at fair value in our unaudited condensed consolidated balance sheets were as follows:
 
 
Derivative assets
 
Derivative liabilities
 
June 30,
2015
 
December 31,
2014
 
June 30,
2015
 
December 31,
2014
 
(In thousands)
Derivatives designated as Hedging Instruments
 
 
 
 
 
 
 
Foreign currency contracts - current (1)
$
644

 
$
1,159

 
$

 
$

Derivatives not designated as Hedging Instruments
 
 
 
 
 
 
 
Interest rate swap contracts - current (1)

 

 
17,219

 
17,562

Commodities contracts - current (1)

 

 
4,834

 
9,886

Interest rate swap contracts - noncurrent (2)

 

 
9,744

 
13,853

Total derivatives
$
644

 
$
1,159

 
$
31,797

 
$
41,301

 
(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 unaudited condensed consolidated balance sheets.
(2)
Derivative liabilities that have settlement dates greater than 12 months from the respective balance sheet date were included in other long-term liabilities in our unaudited condensed consolidated balance sheets.

Gains and losses on derivatives designated as cash flow hedges reclassified from accumulated other comprehensive loss into income for the three and six months ended June 30, 2015 and 2014 were as follows:
 

15


 
Three months ended June 30,
 
Six months ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Losses/(gains) on foreign currency contracts (1)
$
(347
)
 
$
148

 
$
(359
)
 
$
308

 
Losses/(gains) on commodities contracts (2)

 
(354
)
 

 
(1,177
)
 
 
(1)
Recorded in cost of goods sold in our unaudited condensed consolidated statements of income.
(2)
Recorded in distribution expense or cost of goods sold, depending on commodity type, in our unaudited condensed consolidated statements of income.
Based on current exchange rates, we estimate that $0.6 million of hedging activity related to our foreign currency contracts will be reclassified from accumulated other comprehensive loss 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 June 30, 2015 and December 31, 2014 is as follows:
 
 
Fair value as of June 30, 2015
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
23

 
$
23

 
$

 
$

Supplemental Executive Retirement Plan investments
3,164

 
3,164

 

 

Foreign currency contracts
644

 

 
644

 

Deferred compensation investments
4,566

 

 
4,566

 

 
$
8,397

 
$
3,187

 
$
5,210

 
$

Liabilities:
 
 
 
 
 
 
 
Senior unsecured notes
$
530,000

 
$
530,000

 
$

 
$

Commodities contracts
4,834

 

 
4,834

 

Interest rate swap contracts
26,963

 

 
26,963

 

 
$
561,797

 
$
530,000

 
$
31,797

 
$


As of June 30, 2015, we had no transfers between Level 1 and Level 2. New derivative contracts transacted during the six months ended June 30, 2015 were included in Level 2.

16


 
Fair value as of December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
25

 
$
25

 
$

 
$

Supplemental Executive Retirement Plan investments
2,635

 
2,635

 

 

Foreign currency contracts
1,159




1,159



Deferred compensation investments
4,674

 

 
4,674

 

 
$
8,493

 
$
2,660

 
$
5,833

 
$

Liabilities:
 
 
 
 
 
 
 
Senior unsecured notes
$
516,250


$
516,250


$


$

Commodities contracts
9,886

 

 
9,886

 

Interest rate swap contracts
31,415

 

 
31,415

 

 
$
557,551

 
$
516,250

 
$
41,301

 
$

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, forward currency prices and the forward LIBOR curve. We did not significantly change our valuation techniques from prior periods.
The Supplemental Executive Retirement Plan (“SERP”) 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.
The deferred compensation investments are primarily invested in mutual funds and are held at fair value. We classify these assets as Level 2 as fair value can be corroborated based on quoted market prices for identical or similar instruments in markets that are not active.
The fair value of the senior unsecured notes is based on fair value and is determined using Level 1 inputs. We classify the senior notes as Level 1 as fair value can be corroborated based on quoted market prices in active markets.
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.

9. Share-Based Compensation
Under the 2012 Stock Incentive Plan (the "2012 SIP"), a total of 26,850,000 million 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 upon a change of control, except for PSUs and all equity awards granted in and after 2015 to the Company’s executive officers. Unvested awards vest immediately in the following additional circumstances: (i) an employee retires after reaching the age of 65, (ii) in certain cases upon an employee’s death or qualified disability, and (iii) except for awards granted in connection with the Company’s initial public offering, an employee with 10 years of service retires after reaching the age of 55.
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 six months ended June 30, 2015 and 2014:

17


 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Share-based compensation expense:
 
 
 
 
 
 
 
Stock options
$
2,381

 
$
2,065

 
$
7,057

 
$
6,605

RSUs
3,648

 
3,736

 
9,601

 
8,821

PSUs
1,608

 

 
3,775

 

Phantom shares
376

 
253

 
740

 
2,196

SARs
4,196

 
388

 
4,975

 
559

Total share-based compensation expense
$
12,209

 
$
6,442

 
$
26,148

 
$
18,181


Stock Options
Under the terms of the 2012 SIP, options may be granted to purchase our common stock at a price equal to the market price on the date the option is granted. Our employee options vest one-third on each of the first, second and third anniversary of the grant date.
Share-based compensation expense for stock options is recognized ratably over the vesting period within general and administrative expense. The expense totaled $2.4 million and $2.1 million for the three months ended June 30, 2015 and 2014, respectively, and $7.1 million and $6.6 million for the six months ended June 30, 2015 and 2014, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model with the following assumptions: 
 
Six months ended June 30,
 
2015
 
2014
Expected volatility
28% - 29%
 
28% - 29%
Expected dividend yield
0%
 
0%
Expected option term
6 years
 
6 years
Risk-free rate of return
1.45% to 1.79%
 
1.82% to 2.10%
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. The expected volatility assumption was calculated based 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. 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 six months ended June 30, 2015:
 
 
Number of options
 
Weighted average
exercise price
 
Weighted average
contractual life
 
Aggregate
intrinsic value
Options outstanding at January 1, 2015
11,349,286

 
$
18.03

 
 
 
 
Granted
653,328

 
38.86

 
 
 
 
Forfeited, cancelled and expired (1)
(24,201
)
 
26.10

 
 
 
 
Exercised (1)
(1,605,392
)
 
21.54

 
 
 
 
Options outstanding at June 30, 2015
10,373,021

 
$
18.78

 
6.24
 
$
312,213,360

Options vested and expected to vest at June 30, 2015
10,373,021

 
$
18.78

 
6.24
 
$
312,213,360

Options exercisable at June 30, 2015
7,777,058

 
$
16.82

 
5.55
 
$
249,353,008

 
(1)
Pursuant to the terms of the 2012 SIP, options that are forfeited, cancelled or expired may be available for future grants; however shares delivered to or withheld by the Company for the payment of the exercise price of an option and/or minimum statutory 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.

18



During the six months ended June 30, 2015, we received $3.6 million of cash from stock option exercises. At June 30, 2015, there was $10.2 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 1.29 years.
Restricted Stock Units
RSUs are issued to certain senior employees under the 2012 SIP as part of the 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 six months ended June 30, 2015:
 
RSUs outstanding January 1, 2015
1,347,855

RSUs issued
323,165

Shares issued upon vesting of RSUs (1)
(547,840
)
RSUs cancelled or forfeited (1)
(15,022
)
RSUs outstanding at June 30, 2015
1,108,158

Weighted average grant date fair value per share
$
26.93

 
(1)
Pursuant to the terms of the 2012 SIP, RSUs that are cancelled 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 minimum statutory tax withholding related to an RSU vesting are not added back to the pool of shares available for future awards.

Compensation expense for RSUs is recognized ratably over the vesting period. RSU expense totaled $3.6 million and $3.7 million for the three months ended June 30, 2015 and 2014, respectively, and $9.6 million and $8.8 million for the six months ended June 30, 2015 and 2014, respectively. At June 30, 2015, there was $16.8 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 1.42 years.

Performance Stock Units
In February 2015, 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 EPS growth over the three-year performance period to the 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 EPS growth in that year compared to the one-year EPS growth of S&P 500 companies. In the second year, one third of the PSUs will vest based on our cumulative EPS growth over the past two years compared to the cumulative two-year EPS growth of S&P 500 companies. In the third year, one third of the PSUs will vest based on our cumulative EPS growth over the past three years compared to the cumulative three-year 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 within general and administrative expenses in the consolidated statements of income over the three year performance period based on the Company’s estimated relative performance for each vesting tranche. Accordingly, in 2015 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 June 30, 2015, we have expensed based upon a target payout assumption of 180%.

The following table summarizes PSU activity during the six months ended June 30, 2015:

19


PSUs outstanding January 1, 2015

PSUs issued
107,358

Shares issued upon vesting of PSUs (1)

PSUs cancelled or forfeited (1)

PSUs outstanding at June 30, 2015
107,358

Weighted average grant date fair value per share
$
38.96

(1)
Pursuant to the terms of the 2012 SIP, PSUs that are cancelled 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 minimum statutory tax withholding related to a PSU vesting are not added back to the pool of shares available for future awards.
PSU expense totaled $1.6 million and $3.8 million for the three and six months ended June 30, 2015. At June 30, 2015 there was $2.5 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 1.89 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 is re-measured at each reporting period. Compensation expense is recognized ratably over the vesting period, which is recorded in general and administrative expenses in the unaudited condensed consolidated statement of income.
Compensation expense for phantom shares totaled $0.4 million and $0.3 million for the three months ended June 30, 2015 and 2014, respectively, and $0.7 million and $2.2 million for the six months ended June 30, 2015 and 2014, respectively. A corresponding liability has been recorded in current liabilities in our consolidated balance sheet totaling $1.5 million and $0.8 million as of June 30, 2015 and December 31, 2014, respectively. The 2015 cash settlement of WhiteWave phantom shares was $0.3 million.
The following table summarizes the phantom share activity during the six months ended June 30, 2015:
 
Shares
 
Weighted-average
grant date fair value
per share
Outstanding at January 1, 2015
32,146

 
$
16.19

Granted

 

Converted/paid
(7,081
)
 
15.16

Forfeited

 

Outstanding at June 30, 2015
25,065

 
$
16.48


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.

     The fair value of the awards is re-measured at each reporting period. Compensation expense is recognized over the vesting period, which is recorded in general and administrative expenses in the consolidated statements of income. The expense totaled $4.2 million and $0.4 million for the three months ended June 30, 2015 and 2014, respectively and $5.0 million and $0.6 million for the six months ended June 30, 2015 and 2014, respectively. A corresponding liability has been recorded in current liabilities in our consolidated balance sheets totaling $6.1 million and $1.1 million as of June 30, 2015 and December 31, 2014, respectively. The following table summarizes SAR activity during the six months ended June 30, 2015:
 

20


 
Number of
SARs
 
Weighted
average
exercise price
 
Weighted
average
contractual life
 
Aggregate
intrinsic value
SARs outstanding at January 1, 2015
263,520

 
$
16.49

 
 
 
 
Granted

 

 
 
 
 
Forfeited and cancelled (1)

 

 
 
 
 
Exercised
(125,472
)
 
16.55

 
 
 
 
SARs outstanding at June 30, 2015
138,048

 
$
16.43

 
7.42
 
$
4,478,984

SARs vested and expected to vest at June 30, 2015
138,048

 
$
16.43

 
7.42
 
$
4,478,984

SARs exercisable at June 30, 2015
47,234

 
$
16.35

 
7.43
 
$
1,536,622

 
(1)
Pursuant to the terms of the 2012 SIP, SARs that are cancelled 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 June 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 April 1, 2015
$
1,270

 
$
(1,819
)
 
$
(103,512
)
 
$
(104,061
)
Other comprehensive income/(loss) before reclassifications
(780
)
 
(45
)
 
16,422

 
15,597

Amounts reclassified from accumulated other comprehensive income/(loss)
347

 
(24
)
 

 
323

Other comprehensive income/(loss), net of tax benefit of $257
(433
)
 
(69
)
 
16,422

 
15,920

Balance at June 30, 2015
$
837

 
$
(1,888
)
 
$
(87,090
)
 
$
(88,141
)

(1)
The accumulated other comprehensive loss reclassification components affect cost of goods sold. 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 six months ended June 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
(296
)
 
210

 
(27,248
)
 
(27,334
)
Amounts reclassified from accumulated other comprehensive income/(loss)
359

 
(48
)
 

 
311

Other comprehensive income/(loss), net of tax expense of $115
63

 
162

 
(27,248
)
 
(27,023
)
Balance at June 30, 2015
$
837

 
$
(1,888
)
 
$
(87,090
)
 
$
(88,141
)

(1)
The accumulated other comprehensive loss reclassification components affect cost of goods sold. 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 June 30, 2014 were as follows (net of tax):

21



 
Derivative
instruments (1)
 
Defined benefit pension plan (2)
 
Foreign currency translation adjustment
 
Total
 
 
 
(In thousands)
 
 
Balance at April 1, 2014
$
(327
)
 
$
(752
)
 
$
(6,636
)
 
$
(7,715
)
Other comprehensive income/(loss) before reclassifications
(4
)
 
8

 
(660
)
 
(656
)
Amounts reclassified from accumulated other comprehensive income/(loss)
206

 
(4
)
 

 
202

Other comprehensive income/(loss), net of tax expense of $106
202

 
4

 
(660
)
 
(454
)
Balance at June 30, 2014
$
(125
)
 
$
(748
)
 
$
(7,296
)
 
$
(8,169
)

(1)
The accumulated other comprehensive loss reclassification components affect cost of goods sold. 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 six months ended June 30, 2014 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, 2014
$
205

 
$
(793
)
 
$
(7,852
)
 
$
(8,440
)
Other comprehensive income/(loss) before reclassifications
(1,199
)
 
53

 
556

 
(590
)
Amounts reclassified from accumulated other comprehensive income/(loss)
869

 
(8
)
 

 
861

Other comprehensive income/(loss), net of tax benefit of $197
(330
)
 
45

 
556

 
271

Balance at June 30, 2014
$
(125
)
 
$
(748
)
 
$
(7,296
)
 
$
(8,169
)

(1)
The accumulated other comprehensive loss reclassification components affect cost of goods sold. 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 have employee benefit plans including a 401(k) plan and European pension plans. Additionally, we contribute to one multi-employer pension plan on behalf of our employees. We have separate, stand-alone defined benefit pension plans for Alpro. The benefits under our Alpro defined benefit plans are based on years of service and employee compensation.
The components of net periodic benefit cost for our pension plans for the three and six months ended June 30, 2015 and 2014 are detailed below:

22


 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Components of net periodic benefit cost:
 
 
 
 
 
 
 
Service cost
$
444

 
$
452

 
$
888

 
$
904

Interest cost
84

 
158

 
168

 
316

Expected return on plan assets
(68
)
 
(117
)
 
(136
)
 
(234
)
Amortization:
 
 
 
 
 
 
 
Prior service cost

 
3

 

 
6

Unrecognized net loss
24

 
1

 
48

 
2

Net periodic benefit cost
$
484

 
$
497

 
$
968

 
$
994

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 leases, which are primarily for operating facilities, office space, machinery, and equipment, have lease terms ranging from one to 20 years. Rent expense was $6.1 million and $4.4 million for the three months ended June 30, 2015 and 2014, respectively, and $10.3 million and $8.8 million for the six months ended June 30, 2015 and 2014, 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 unaudited 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 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

    Our business is organized into three operating and reportable segments, Americas Foods & Beverages, Americas Fresh Foods and Europe Foods & Beverages, based on our go-to-markets strategies, customer bases, and the objectives of our businesses. Our segments align with how our chief operating decision maker, our CEO, monitors operating performance, allocates resources, and deploys capital.
The Americas Foods & Beverages segment offers products in the plant-based foods and beverages, coffee creamers and beverages, and premium dairy product categories throughout North America, our Americas Fresh Foods segment offers organic greens and produce throughout North America, and 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, 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 and independent brokers and distributors. We utilize ten manufacturing plants, multiple distribution centers, and three strategic co-packers across the United States. 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 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.
In addition, the expense related to share-based compensation, which has not been allocated to our segments, is reflected entirely within the caption “Corporate and other”.

23



The following table presents the summarized income statement amounts by segment:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Total net sales:
 
 
 
 
 
 
 
Americas Foods & Beverages
$
639,784


$
556,461


$
1,280,510


$
1,114,971

Americas Fresh Foods
151,231


153,060


290,878


299,151

Europe Foods & Beverages
132,617


128,405


263,385


254,027

Total
$
923,632


$
837,926


$
1,834,773


$
1,668,149

Operating income:







Americas Foods & Beverages
$
74,339


$
60,000


$
148,282


$
126,038

Americas Fresh Foods
14,805


14,052


22,568


22,588

Europe Foods & Beverages
16,744


14,013


31,108


24,410

Total reportable segment operating income
$
105,888


$
88,065


$
201,958


$
173,036

Corporate and other
(28,886
)

(21,290
)

(54,887
)

(52,076
)
Total operating income
$
77,002


$
66,775


$
147,071


$
120,960

Other expense:







Interest expense
$
13,933


$
7,512


$
22,600


$
13,234

Other expense, net
988


3,548


4,787


4,356

Income before taxes
$
62,081


$
55,715


$
119,684


$
103,370

Depreciation and amortization:







Americas Foods & Beverages
$
16,305


$
15,518


$
32,797


$
30,445

Americas Fresh Foods
6,134


6,242


12,166


12,499

Europe Foods & Beverages
4,795


5,677


9,237


11,349

Corporate and other
573


298


1,137


575

Total
$
27,807


$
27,735


$
55,337


$
54,868

The following tables present sales amounts by product categories:

24


 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Total net sales:
 
 
 
 
 
 
 
Americas Foods & Beverages
 
 
 
 
 
 
 
Plant-based food and beverages
$
220,933

 
$
175,661

 
$
427,258

 
$
347,160

Coffee creamers and beverages
242,750

 
228,055

 
500,520

 
461,221

Premium dairy
176,101

 
152,745

 
352,732

 
306,590

Americas Foods & Beverages net sales
639,784

 
556,461

 
1,280,510

 
1,114,971

 
 
 
 
 
 
 
 
Americas Fresh Foods







Organic greens and produce
151,231


153,060


290,878


299,151

Americas Fresh Foods net sales
151,231


153,060


290,878


299,151

 
 
 
 
 
 
 
 
Europe Foods & Beverages
 
 
 
 
 
 
 
Plant-based food and beverages
132,617

 
128,405

 
263,385