WhiteWave Foods Reports Strong Third Quarter 2012 Results

  WhiteWave Foods Reports Strong Third Quarter 2012 Results

Business Wire

DALLAS -- November 30, 2012

The WhiteWave Foods Company (the “Company”) (NYSE: WWAV) today reported strong
results for the third quarter ended September 30, 2012.

Financial Summary:                       Three Months Ended 
                                          September 30,
In millions, except percentages and EPS   2012       2011     % Change
Total Net Sales
GAAP                                      $  575      $ 510    13   %
Pro Forma Adjusted                        $  581      $ 514    13   %
                                                               
Operating Income
GAAP                                      $  43       $ 48     (10  %)
Pro Forma Adjusted                        $  45       $ 37     23   %
                                                               
Income from Continuing Operations
GAAP                                      $  26       $ 33     (21  %)
Pro Forma Adjusted                        $  27       $ 21     31   %
                                                               
Diluted Earnings Per Share (EPS)
GAAP                                      $  0.18     $ 0.22   (21  %)
Pro Forma Adjusted                        $  0.16     $ 0.12   31   %
                                                               
Diluted Shares Outstanding
GAAP                                         150        150
Pro Forma Adjusted                           174        174
                                                               

The 13% percent increase in pro forma adjusted net sales reflects strong
volume growth across the Company’s North American segment, particularly in its
Plant-based Foods and Beverages and Coffee Creamers and Beverages platforms,
each of which delivered over 20% in pro forma adjusted net sales growth. This
strong growth, coupled with continued disciplined cost management, resulted in
31% pro forma adjusted diluted earnings per share growth in the third quarter
of 2012. At the same time, the Company continued to make significant
investments in production capacity, innovation and brand building to drive
future growth.

Gregg Engles, Chairman and CEO, said, “Consistent with WhiteWave-Alpro segment
results reported by Dean Foods on November 8^th as part of its consolidated
third quarter financial results, WhiteWave Foods continued to build on its
momentum in the third quarter, delivering strong growth across the business.
We successfully completed the initial public offering of WhiteWave Foods Class
A common stock and have hit the ground running. We are sharply focused on
executing our business plans to continue to drive growth and are excited by
the prospects ahead.”

Product Category Sales

Pro forma adjusted net sales in North American Plant-based Foods and
Beverages, which includes Silk® Soymilk, PureAlmond® and PureCoconut®,
increased more than 20 percent in the third quarter of 2012 compared to the
third quarter of 2011, driven primarily by continued strong growth of Silk
PureAlmond®.

Alpro’s European Plant-based Foods and Beverages net sales increased
high-single digits on a constant currency basis and declined low-single digits
on a percentage basis after currency conversion.

Pro forma adjusted net sales in Premium Dairy, which includes Horizon Organic®
branded milk and other products, increased mid-single digits on a percentage
basis in the third quarter.

Pro forma adjusted net sales in Coffee Creamers and Beverages, which includes
coffee creamers under the International Delight®, Land O’Lakes®, Silk® and
Horizon Organic® brands, as well as International Delight Iced Coffee®,
increased by more than 20 percent in the third quarter.

FOURTH QUARTER 2012 OUTLOOK

Building on its strong third quarter results, the Company expects continued
momentum in the fourth quarter of 2012. On a percentage basis, management
anticipates pro forma adjusted net sales growth in the low-double digits, pro
forma adjusted segment operating income growth in the mid-teens and pro forma
adjusted total operating income growth of around twenty percent, resulting in
pro forma adjusted diluted EPS of between $0.16 and $0.18 or $0.58 to $0.60
for full year 2012.

CONFERENCE CALL WEBCAST

A webcast to discuss the Company’s financial results and outlook will be held
on November 30 at 9:30AM ET and may be heard live by visiting the “Webcast”
section of the Company’s website at
http://www.thewhitewavefoodscompany.com/investor_relations/. A slide
presentation will accompany the webcast. A webcast replay will be available
for approximately 45 days following the event within the Investor Relations
section of the Company's website.

INITIAL PUBLIC OFFERING, BASIS OF PRESENTATION AND NON-GAAP FINANCIAL MEASURES

The financial information in this release relates to periods that ended prior
to the initial public offering representing 13.3% of the economic interest in
the Company in October 2012 (the “IPO”) and the separation of our business
from Dean Foods’ other businesses. As of September 30, 2012, the Company had
nominal assets and no liabilities, and had conducted no operations. In October
2012, in connection with the IPO, Dean Foods contributed the capital stock of
its wholly owned subsidiary WWF Operating Company (“WWF Opco”) to the Company.
WWF Opco, which is now a wholly owned subsidiary of the Company, held
substantially all of the assets and liabilities related to the Company’s
current business. Because a discussion of the Company’s historical results
would not be meaningful, except as otherwise indicated, historical financial
information in this release relates to WWF Opco.

The historical financial results in this release differ from the results of
the WhiteWave-Alpro segment for the same periods previously reported by Dean
Foods. A reconciliation between the results reported in this release and the
WhiteWave-Alpro segment results reported by Dean Foods is included in the
tables below.

In addition to the results prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”), we have presented certain non-GAAP financial
measures, including pro forma adjusted net sales, pro forma adjusted income
from continuing operations and pro forma adjusted diluted net income per
share. These non-GAAP measures have been presented on a pro forma adjusted
basis as if the Company had operated on an independent and stand-alone basis
in all periods presented in order to facilitate meaningful evaluation of our
operating performance between periods. These adjustments primarily relate to
various commercial arrangements with Dean Foods in connection with the
separation of the Company’s business from the rest of Dean Foods’ businesses,
increased corporate costs to operate as a stand-alone public company, interest
expense, completion of the IPO and the use of proceeds therefrom,
non-recurring transaction costs related to the Company’s IPO and equity awards
to certain of our executive officers, employees and directors. These
adjustments are not necessarily indicative of our future performance and do
not reflect what our actual financial performance would have been had we been
a stand-alone public company during the periods presented. Further detail
regarding these adjustments is included in the tables below.

ABOUT THE WHITEWAVE FOODS COMPANY

The WhiteWave Foods Company is a leading consumer packaged food and beverage
company that manufactures, markets, distributes, and sells branded Plant-based
Foods and Beverages, Coffee Creamers and Beverages, and Premium Dairy products
throughout North America and Europe. The Company is focused on providing
consumers with innovative, great-tasting food and beverage choices that meet
their increasing desires for nutritious, flavorful, convenient, and
responsibly produced products. The Company’s widely-recognized, leading brands
distributed in North America include Silk® Plant-based Foods and Beverages,
International Delight® and LAND O LAKES® Coffee Creamers and Beverages, and
Horizon Organic® Premium Dairy products. Its popular European brands of
Plant-based Foods and Beverages include Alpro® and Provamel®.

FORWARD-LOOKING STATEMENTS

Some of the statements in this press release are "forward-looking" and are
made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These "forward-looking" statements include
statements relating to, among other things, pro forma adjusted projected
sales, pro forma adjusted operating income, pro forma adjusted net income, pro
forma adjusted diluted earnings per share, growth of our business and expected
financial performance. These statements involve risks and uncertainties that
may cause results to differ materially from the statements set forth in this
press release. The Company's ability to meet targeted financial and operating
results, including targeted sales, operating income, net income and earnings
per share depends on a variety of economic, competitive and governmental
factors, including raw material availability and costs, the demand for the
Company’s products, and the Company’s ability to access capital under its
credit facilities or otherwise, many of which are beyond the Company's control
and which are described in the Company's filings with the Securities and
Exchange Commission. The Company's ability to profit from its branding
initiatives depends on a number of factors, including consumer acceptance of
the Company's products. The forward-looking statements in this press release
speak only as of the date of this release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to such
statements to reflect any change in its expectations with regard thereto or
any changes in the events, conditions or circumstances on which any such
statement is based.

WWF Operating Company
Condensed Consolidated Statements of Operations
(Unaudited)
                                                                   
                  GAAP                                GAAP
                  Three Months Ended September 30,    Nine Months Ended September 30,
                  2012              2011              2012              2011
                  (Dollars in Thousands, Except Share and Per Share Data)
Net sales         $ 550,507         $ 484,899         $ 1,601,391       $ 1,406,502
Net sales to       24,346          24,671          79,936          77,719      
related parties
Total net sales     574,853           509,570           1,681,327         1,484,221
Cost of sales      370,215         337,018         1,089,098       982,058     
Gross profit        204,638           172,552           592,229           502,163
Related party       10,727            11,129            32,043            31,598
license income
Operating costs
and expenses:
Selling and         125,551           103,881           368,408           307,578
distribution
General and        46,456          31,808          121,435         99,456      
administrative
Total operating
costs and          172,007         135,689         489,843         407,034     
expenses
Operating           43,358            47,992            134,429           126,727
income
Other expense
(income):
Interest            990               2,075             3,600             7,285
expense
Other expense      97              600             780             (170        )
(income), net
Total other        1,087           2,675           4,380           7,115       
expense
Income from
continuing
operations          42,271            45,317            130,049           119,612
before income
taxes
Income tax         15,979          12,180          46,066          36,309      
expense
Income from
continuing          26,292            33,137            83,983            83,303
operations
Gain on sale of
discontinued        -                 3,616             -                 3,616
operations, net
of tax
Loss from
discontinued       -               (18,527     )    -               (25,573     )
operations, net
of tax
Net income          26,292            18,226            83,983            61,346
Net loss
attributable to    -               11,537          -               15,925      
non-controlling
interest
Net income
attributable to   $ 26,292         $ 29,763         $ 83,983         $ 77,271      
WWF Operating
Company
Pro forma net
income per        $ 0.18           $ 0.20           $ 0.56           $ 0.52        
share - basic
and diluted
Weighted
average shares
of common stock
outstanding
used in            150,000,000     150,000,000     150,000,000     150,000,000 
computing the
pro forma net
income per
share - basic
and diluted
                                                                                      

Unaudited Pro Forma Adjusted Condensed Consolidated Financial Information

The tables below provide certain unaudited pro forma condensed consolidated
statement of operations information and certain unaudited pro forma adjusted
condensed consolidated statement of operations information for the periods
presented, which have been derived by application of pro forma adjustments
described in our prospectus dated October 25, 2012 (the "Prospectus") related
to our initial public offering (the "IPO") and certain other adjustments
described below. The unaudited pro forma condensed consolidated statements of
operations and unaudited pro forma adjusted condensed consolidated statements
of operations for all periods presented give effect to the IPO and the
separation of our business from Dean Foods’ other businesses as if those
transactions had occurred or had become effective as of January 1, 2011.

The adjustments below are based upon available information and certain
assumptions that we believe are reasonable. The unaudited pro forma condensed
consolidated financial information and unaudited pro forma adjusted condensed
financial information are for illustrative and informational purposes only and
do not purport to represent what our financial position or results of
operations would have been if we had operated as a stand-alone public company
during the periods presented or if the transactions had actually occurred as
of the dates indicated, nor do they project our financial position at any
future date or our results of operations or cash flows for any future period.

The pro forma adjustments to our historical financial information reflect the
separation of our business from Dean Foods’ other businesses, the contribution
of our business to us by Dean Foods and the subsequent elimination of Dean
Foods’ net investment in us and other adjustments described in the notes to
the tables presented.

The additional adjustments to our historical financial information reflect the
incremental impact of the transitional sales agreements, stand-alone public
company costs, and non-recurring transition costs, all of which are described
in the notes to the tables presented. The additional adjustments are
incremental to those adjustments applied in the preparation of the "Unaudited
Pro Forma Condensed Consolidated Financial Information" in the Prospectus.

For the Year Ended December 31, 2011

                 GAAP            Pro forma                           Additional          Pro Forma
                FY 2011        adjustments       Pro forma      adjustments       Adjusted        
                                                                                         FY 2011
                 (Dollars in Thousands, Except Share and Per Share Data)
                                                                                                           
Total net        $ 2,025,751     $ 26,837      (a)   $ 2,052,588     $ (8,782  )   (e)   $ 2,043,806
sales
Cost of sales     1,341,310     9,898      (a)    1,351,208     (21,779 )   (e)    1,329,429   
Gross profit       684,441         16,939              701,380         12,997              714,377
Related party      42,680          (42,680 )   (b)     -               -                   -
license income
Operating
costs and
expenses:
Selling and        414,724         -                   414,724         (1,946  )   (e)     412,778
distribution
General and       136,703       9,825      (c)    146,528       13,461     (f)    159,989     
administrative
Total
operating         551,427       9,825             561,252       11,515            572,767     
costs and
expenses
Operating          175,694         (35,566 )           140,128         1,482               141,610
income
Other expense:
Interest           9,149           14,317      (d)     23,466          534         (g)     24,000
expense
Other expense,    122           -                 122           -                 122         
net
Total other       9,271         14,317            23,588        534               24,122      
expense
Income from
continuing
operations         166,423         (49,883 )           116,540         948                 117,488
before income
taxes
Income tax        52,089        (17,459 )   (h)    34,630        3,602      (h)    38,232      
expense
Income from
continuing       $ 114,334      $ (32,424 )         $ 81,910       $ (2,654  )         $ 79,256      
operations
                                                                                                           
Earnings per Share, Basic and Diluted:
Basic                                                                                    $ 0.46            (i)
Diluted                                                                                  $ 0.46            (i)

Weighted Average Shares Outstanding, Basic and Diluted:
Basic                                                                                      173,000,000
Diluted                                                                                    173,655,000

* See notes to Earnings Release Tables

For the Three Months Ended December 31, 2011

                 GAAP          Pro forma                         Additional          Pro Forma
                Q4 2011      adjustments       Pro forma    adjustments       Adjusted        
                                                                                     Q4 2011
                 (Dollars in Thousands, Except Share and Per Share Data)
                                                                                                       
Total net        $ 541,530     $ 6,360       (a)   $ 547,890     $  (4,426 )   (e)   $ 543,464
sales
Cost of sales     359,252     2,624      (a)    361,876      (7,307 )   (e)    354,569     
Gross profit       182,278       3,736               186,014        2,881              188,895
Related party      11,082        (11,082 )   (b)     -              -                  -
license income
Operating
costs and
expenses:
Selling and        107,146       -                   107,146        (534   )   (e)     106,612
distribution
General and       37,247      2,457      (c)    39,704       2,466     (f)    42,170      
administrative
Total
operating         144,393     2,457             146,850      1,932            148,782     
costs and
expenses
Operating          48,967        (9,803  )           39,164         949                40,113
income
Other expense:
Interest           1,864         3,901       (d)     5,765          235        (g)     6,000
expense
Other expense,    292         -                 292          -                292         
net
Total other       2,156       3,901             6,057        235              6,292       
expense
Income from
continuing
operations         46,811        (13,704 )           33,107         714                33,821
before income
taxes
Income tax        15,780      (4,796  )   (h)    10,984       493       (h)    11,477      
expense
Income from
continuing       $ 31,031     $ (8,908  )         $ 22,123     $  221             $ 22,344      
operations
                                                                                                       
Earnings per Share, Basic and Diluted:
Basic                                                                                $ 0.13            (i)
Diluted                                                                              $ 0.13            (i)
                                                                                                       
Weighted Average Shares Outstanding, Basic and Diluted:
Basic                                                                                  173,000,000
Diluted                                                                                173,655,000

* See notes to Earnings Release Tables

For the Three Months Ended September 30, 2012

                 GAAP Q3       Pro forma                         Additional          Pro Forma
                QTD 2012     adjustments       Pro forma    adjustments       Adjusted Q3     
                                                                                     QTD 2012
                 (Dollars in Thousands, Except Share and Per Share Data)
                                                                                                       
Total net        $ 574,853     $ 6,561       (a)   $ 581,414     $  (644   )   (e)   $ 580,770
sales
Cost of sales     370,215     3,421      (a)    373,636      (4,533 )   (e)    369,103     
Gross profit       204,638       3,140               207,778        3,889              211,667
Related party      10,727        (10,727 )   (b)     -              -                  -
license income
Operating
costs and
expenses:
Selling and        125,551       -                   125,551        (434   )   (e)     125,117
distribution
General and       46,456      (5,545  )   (c)    40,911       773       (f)    41,684      
administrative
Total
operating         172,007     (5,545  )          166,462      339              166,801     
costs and
expenses
Operating          43,358        (2,042  )           41,316         3,550              44,866
income
Other expense:
Interest           990           5,010       (d)     6,000          -          (g)     6,000
expense
Other expense,    97          -                 97           -                97          
net
Total other       1,087       5,010             6,097        -                6,097       
expense
Income from
continuing
operations         42,271        (7,052  )           35,219         3,550              38,769
before income
taxes
Income tax        15,979      (2,469  )   (h)    13,510       (1,700 )   (h)    11,810      
expense
Income from
continuing       $ 26,292     $ (4,583  )         $ 21,709     $  5,250           $ 26,959      
operations

Earnings per Share, Basic and Diluted:
Basic                                                                                $ 0.16            (i)
Diluted                                                                              $ 0.16            (i)

Weighted Average Shares Outstanding, Basic and Diluted:
Basic                                                                                  173,000,000
Diluted                                                                                173,655,000

* See notes to Earnings Release Tables

For the Three Months Ended September 30, 2011

                 GAAP Q3       Pro forma                         Additional          Pro Forma
                QTD 2011     adjustments       Pro forma    adjustments       Adjusted Q3     
                                                                                     QTD 2011
                 (Dollars in Thousands, Except Share and Per Share Data)
                                                                                                       
Total net        $ 509,570     $ 5,734       (a)   $ 515,304     $  (1,160 )   (e)   $ 514,144
sales
Cost of sales     337,018     2,362      (a)    339,380      (4,784 )   (e)    334,596     
Gross profit       172,552       3,372               175,924        3,624              179,548
Related party      11,129        (11,129 )   (b)     -              -                  -
license income
Operating
costs and
expenses:
Selling and        103,881       -                   103,881        (427   )   (e)     103,454
distribution
General and       31,808      2,455      (c)    34,263       5,321     (f)    39,584      
administrative
Total
operating         135,689     2,455             138,144      4,894            143,038     
costs and
expenses
Operating          47,992        (10,212 )           37,780         (1,270 )           36,510
income
Other expense:
Interest           2,075         3,676       (d)     5,751          249        (g)     6,000
expense
Other expense,    600         -                 600          -                600         
net
Total other       2,675       3,676             6,351        249              6,600       
expense
Income from
continuing
operations         45,317        (13,888 )           31,429         (1,519 )           29,910
before income
taxes
Income tax        12,180      (4,861  )   (h)    7,319        2,064     (h)    9,383       
expense
Income from
continuing       $ 33,137     $ (9,027  )         $ 24,110     $  (3,583 )         $ 20,527      
operations
                                                                                                       
Earnings per Share, Basic and Diluted:
Basic                                                                                $ 0.12            (i)
Diluted                                                                              $ 0.12            (i)

Weighted Average Shares Outstanding, Basic and Diluted:
Basic                                                                                  173,000,000
Diluted                                                                                173,655,000

* See notes to Earnings Release Tables

For the Nine Months Ended September 30, 2012

                 GAAP Q3         Pro forma                           Additional          Pro Forma
                YTD 2012       adjustments       Pro forma      adjustments       Adjusted Q3     
                                                                                         YTD 2012
                 (Dollars in Thousands, Except Share and Per Share Data)
                                                                                                           
Total net        $ 1,681,327     $ 17,488      (a)   $ 1,698,815     $ (2,749  )   (e)   $ 1,696,066
sales
Cost of sales     1,089,098     7,860      (a)    1,096,958     (14,101 )   (e)    1,082,857   
Gross profit       592,229         9,628               601,857         11,352              613,209
Related party      32,043          (32,043 )   (b)     -               -                   -
license income
Operating
costs and
expenses:
Selling and        368,408         -                   368,408         (1,475  )   (e)     366,933
distribution
General and       121,435       (4,631  )   (c)    116,804       3,606      (f)    120,410     
administrative
Total
operating         489,843       (4,631  )          485,212       2,131             487,343     
costs and
expenses
Operating          134,429         (17,784 )           116,645         9,221               125,866
income
Other expense:
Interest           3,600           14,193      (d)     17,793          207         (g)     18,000
expense
Other expense,    780           -                 780           -                 780         
net
Total other       4,380         14,193            18,573        207               18,780      
expense
Income from
continuing
operations         130,049         (31,977 )           98,072          9,014               107,086
before income
taxes
Income tax        46,066        (11,192 )   (h)    34,874        (1,200  )   (h)    33,674      
expense
Income from
continuing       $ 83,983       $ (20,785 )         $ 63,198       $ 10,214           $ 73,412      
operations
                                                                                                           
Earnings per Share, Basic and Diluted:
Basic                                                                                    $ 0.42            (i)
Diluted                                                                                  $ 0.42            (i)
                                                                                                           
Weighted Average Shares Outstanding, Basic and Diluted:
Basic                                                                                      173,000,000
Diluted                                                                                    173,655,000

* See notes to Earnings Release Tables

For the Nine Months Ended September 30, 2011

                 GAAP Q3         Pro forma                           Additional          Pro Forma
                YTD 2011       adjustments       Pro forma      adjustments       Adjusted Q3     
                                                                                         YTD 2011
                 (Dollars in Thousands, Except Share and Per Share Data)
                                                                                                           
Total net        $ 1,484,221     $ 20,477      (a)   $ 1,504,698     $ (4,356  )   (e)   $ 1,500,342
sales
Cost of sales     982,058       7,274      (a)    989,332       (14,472 )   (e)    974,860     
Gross profit       502,163         13,203              515,366         10,116              525,482
Related party      31,598          (31,598 )   (b)     -               -                   -
license income
Operating
costs and
expenses:
Selling and        307,578         -                   307,578         (1,412  )   (e)     306,166
distribution
General and       99,456        7,368      (c)    106,824       10,995     (f)    117,819     
administrative
Total
operating         407,034       7,368             414,402       9,583             423,985     
costs and
expenses
Operating          126,727         (25,763 )           100,964         533                 101,497
income
Other expense
(income):
Interest           7,285           10,416      (d)     17,701          299         (g)     18,000
expense
Other expense     (170      )    -                 (170      )    -                 (170        )
(income), net
Total other       7,115         10,416            17,531        299               17,830      
expense
Income from
continuing
operations         119,612         (36,179 )           83,433          234                 83,667
before income
taxes
Income tax        36,309        (12,663 )   (h)    23,646        3,109      (h)    26,755      
expense
Income from
continuing       $ 83,303       $ (23,516 )         $ 59,787       $ (2,875  )         $ 56,912      
operations

Earnings per Share, Basic and Diluted:
Basic                                                                                    $ 0.33            (i)
Diluted                                                                                  $ 0.33            (i)
                                                                                                           
Weighted Average Shares Outstanding, Basic and Diluted:
Basic                                                                                      173,000,000
Diluted                                                                                    173,655,000

* See notes to Earnings Release Tables

The adjusted results differ from the Company’s results under GAAP due to the
following:

(a)   The adjustment reflects:

                         An agreement with certain wholly-owned subsidiaries
                         of Dean Foods, pursuant to which such Dean Foods
                         subsidiaries will continue to sell and distribute
                         certain WhiteWave products. This agreement modifies
        i.             our historical intercompany arrangements and reflects
                         new pricing. The net effect of the agreement is an
                         estimated increase in total net sales and an
                         estimated increase in cost of sales for the following
                         periods:

                                                     $26.8 million and $8.8
                         •                         million for the year
                                                     ended December 31, 2011.
                                                     $6.4 million and $2.1
                         •                           million for the three
                                                     months ended December 31,
                                                     2011.
                                                     $6.6 million and $2.8
                         •                           million for the three
                                                     months ended September
                                                     30, 2012.
                                                     $5.7 million and $2.1
                         •                           million for the three
                                                     months ended September
                                                     30, 2011.
                                                     $17.5 million and $6.3
                         •                           million for the nine
                                                     months ended September
                                                     30, 2012.
                                                     $20.5 million and $6.6
                         •                           million for the nine
                                                     months ended September
                                                     30, 2011.

                         A manufacturing agreement with a certain wholly-owned
                         subsidiary of Dean Foods pursuant to which such Dean
                         Foods subsidiary will continue manufacturing various
        ii.              WhiteWave products on our behalf. The agreement
                         modifies our historical intercompany arrangements and
                         reflects new pricing. The net effect of the agreement
                         is an estimated increase in cost of sales for the
                         following periods:

                         •                           $1.1 million for the year
                                                     ended December 31, 2011.
                                                     $0.5 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $0.6 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $0.3 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $1.6 million for the nine
                         •                           months ended September
                                                     30, 2012.
                                                     $0.7 million for the nine
                         •                           months ended September
                                                     30, 2011.

        The adjustment reflects the elimination of license income associated
        with our intellectual property license agreement with a wholly-owned
        subsidiary of Dean Foods. In connection with the IPO, this agreement
(b)     has been terminated and we have entered into an agreement to transfer
        the intellectual property subject to this license agreement to such
        Dean Foods subsidiary. The effect of this agreement is to eliminate
        the related party license income for all periods presented.

(c)     The adjustment reflects:

                         The recurring impact on stock compensation expense
        i.               for grants to officers, directors and employees made
                         in connection with the IPO (the "IPO grants").

                         •                           $9.8 million for the year
                                                     ended December 31, 2011.
                                                     $2.5 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $2.5 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $2.5 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $7.4 million for the nine
                         •                           months ended September
                                                     30, 2012.
                                                     $7.4 million for the nine
                         •                           months ended September
                                                     30, 2011.

        ii.              Elimination of non-recurring transaction costs we
                         have incurred in connection with the IPO.

                         •                           $nil million for the year
                                                     ended December 31, 2011.
                                                     $nil million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $8.0 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $nil million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $12 million for the nine
                         •                           months ended September
                                                     30, 2012.
                                                     $nil million for the nine
                         •                           months ended September
                                                     30, 2011.

(d)     The adjustment reflects:

        i.               Elimination of the interest expense related to our
                         historical indebtedness.

                                                     $15.7 million for the
                         •                           year ended December 31,
                                                     2011.
                                                     $3.7 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $3.0 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $3.8 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $9.6 million for the nine
                         •                           months ended September
                                                     30, 2012.
                                                     $12.0 million for the
                         •                           nine months ended
                                                     September 30, 2011.

                         Expected interest expense and the amortization of
        ii.              deferred financing costs on our new borrowings under
                         the revolving credit facility and term loan
                         facilities.

                                                     $23.9 million for the
                         •                           year ended December 31,
                                                     2011.
                                                     $5.9 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $6.0 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $6.0 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $18.0 million for the
                         •                           nine months ended
                                                     September 30, 2012.
                                                     $18.0 million for the
                         •                           nine months ended
                                                     September 30, 2011.

                         Elimination of interest income associated with our
        iii.             loan agreement with a wholly-owned subsidiary of Dean
                         Foods related to the license income under the
                         intellectual property license agreement.

                         •                           $6.1 million for the year
                                                     ended December 31, 2011.
                                                     $1.7 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $2.0 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $1.5 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $5.8 million for the nine
                         •                           months ended September
                                                     30, 2012.
                                                     $4.4 million for the nine
                         •                           months ended September
                                                     30, 2011.

(e)     The adjustment reflects:

                         A transitional sales agreement with a certain
                         wholly-owned subsidiary of Dean Foods whereby the
                         Dean Foods subsidiary will transfer back to us
        i.               responsibility for its sales and associated costs of
                         certain WhiteWave products. The net effect of the
                         agreement is an estimated increase in total net sales
                         for the following periods:

                                                     $22.3 million for the
                         •                           year ended December 31,
                                                     2011.
                                                     $6.1 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $6.1 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $5.5 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $19.0 million for the
                         •                           nine months ended
                                                     September 30, 2012.
                                                     $16.2 million for the
                         •                           nine months ended
                                                     September 30, 2011.

                         A transitional sales agreement with a certain
                         wholly-owned subsidiary of Dean Foods whereby we will
                         transfer to the Dean Foods subsidiary the
                         responsibility for the sales and associated costs of
        ii.              our aerosol whipped topping and other non-core
                         products. The net effect of the agreement is a
                         decrease in total net sales, a decrease in cost of
                         sales, and a decrease in selling and distribution
                         expense for the following periods:

                                                     $31.1 million, $21.8
                         •                           million and $1.9 million
                                                     for the year ended
                                                     December 31, 2011.
                                                     $10.5 million, $7.3
                         •                           million and $0.5 million
                                                     for the three months
                                                     ended December 31, 2011.
                                                     $6.7 million, $4.5
                         •                           million and $0.4 million
                                                     for the three months
                                                     ended September 30, 2012.
                                                     $6.7 million, $4.8
                         •                           million and $0.4 million
                                                     for the three months
                                                     ended September 30, 2011.
                                                     $21.7 million, $14.1
                         •                           million and $1.5 million
                                                     for the nine months ended
                                                     September 30, 2012.
                                                     $20.6 million, $14.5
                         •                           million and $1.4 million
                                                     for the nine months ended
                                                     September 30, 2011.

(f)     The adjustment reflects:

        i.               Elimination of the historical corporate costs
                         allocated to us by Dean Foods.

                                                     $32.7 million for the
                         •                           year ended December 31,
                                                     2011.
                                                     $8.8 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $10.5 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $6.9 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $30.3 million for the
                         •                           nine months ended
                                                     September 30, 2012.
                                                     $23.8 million for the
                         •                           nine months ended
                                                     September 30, 2011.

        ii.              Elimination of the non-cash impact on stock
                         compensation expense for the IPO grants.

                         •                           $9.8 million for the year
                                                     ended December 31, 2011.
                                                     $2.5 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $2.5 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $2.5 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $7.4 million for the nine
                         •                           months ended September
                                                     30, 2012.
                                                     $7.4 million for the nine
                         •                           months ended September
                                                     30, 2011.

                         Impact of excluding the benefit of $0.9 million
                         recorded for the favorable settlement of taxing
        iii.             authority examinations for the three months ended
                         September 30, 2011, nine months ended September 30,
                         2011, and year ended December 31, 2011.

                         The inclusion of estimated stand-alone public company
        iv.              costs, including the costs of corporate services
                         currently provided by Dean Foods.

                                                     $55.0 million for the
                         •                           year ended December 31,
                                                     2011.
                                                     $13.8 million for the
                         •                           three months ended
                                                     December 31, 2011.
                                                     $13.8 million for the
                         •                           three months ended
                                                     September 30, 2012.
                                                     $13.8 million for the
                         •                           three months ended
                                                     September 30, 2011.
                                                     $41.3 million for the
                         •                           nine months ended
                                                     September 30, 2012.
                                                     $41.3 million for the
                         •                           nine months ended
                                                     September 30, 2011.

        The adjustment reflects incremental expected interest expense on our
(g)     new borrowings under our senior secured credit facilities for an
        estimated $24 million in annual costs.

        The income tax benefit in the pro forma adjustments column is recorded
(h)     at the U.S. federal statutory rate of 35% which is consistent with
        taxes as reported in the Prospectus.

        Income tax expense in the additional adjustments column represents the
        amount required to adjust the 35% statutory rate to the estimated
        effective rate on all adjustments in the pro forma adjustments and
        additional adjustments columns. All 2011 periods presented include a
        $2.3 million favorable non-cash settlement of a taxing authority
        examination.

        For all periods presented, the number of shares used to compute basic
        earnings per share is 173,000,000, which is comprised of 23,000,000
        shares of Class A common stock (the number of shares outstanding upon
(i)     completion of our IPO) and 150,000,000 shares of Class B common stock.
        The number of shares used to compute diluted earnings per share is
        173,655,000, which includes the dilutive impact of RSUs issued as part
        of the IPO grants.
        

Reconciliation of WhiteWave-Alpro Segment Data to WWF Operating Company Stand-Alone Financial Data
Unaudited
(In thousands)
                                                                                        
            Three Months Ended
            September 30, 2012
            Historical      Sales by       Sales to     Hero         Related      Other         Stand-Alone
                                                                     Party
            Segment         Related        Related      Disc Op's    License      Adjustments   Financial
                            Parties        Parties                   Agreement
            Results         (a)            (b)          (c)          (d)          (e)           Results
                                                                                                            
Net sales
to          $ 598,383       $ (47,876  )   $ -          $ -          $ -          $ -           $ 550,507
external
customers
Net sales
to           -             -            24,346     -          -          -           24,346    
related
parties
Total net   $ 598,383      $ (47,876  )   $ 24,346    $ -         $ -         $ -          $ 574,853   
sales
                                                                                                            
Operating   $ 64,205       $ (13,769  )   $ -         $ -         $ 10,727    $ (17,805 )   $ 43,358    
income
                                                                                                            
            Three Months Ended
            September 30, 2011
            Historical      Sales by       Sales to     Hero         Related      Other         Stand-Alone
                                                                     Party
            Segment         Related        Related      Disc Op's    License      Adjustments   Financial
                            Parties        Parties                   Agreement
            Results         (a)            (b)          (c)          (d)          (e)           Results
                                                                                                            
Net sales
to          $ 530,638       $ (43,493  )   $ -          $ (2,246 )   $ -          $ -           $ 484,899
external
customers
Net sales
to           -             -            24,671     -          -          -           24,671    
related
parties
Total net   $ 530,638      $ (43,493  )   $ 24,671    $ (2,246 )   $ -         $ -          $ 509,570   
sales
                                                                                                            
Operating   $ 51,531       $ (11,550  )   $ -         $ 2,647     $ 11,129    $ (5,765  )   $ 47,992    
income
                                                                                                            
                                                                                                            
            Nine Months Ended
            September 30, 2012
            Historical      Sales by       Sales to     Hero         Related      Other         Stand-Alone
                                                                     Party
            Segment         Related        Related      Disc Op's    License      Adjustments   Financial
                            Parties        Parties                   Agreement
            Results         (a)            (b)          (c)          (d)          (e)           Results
                                                                                                            
Net sales
to          $ 1,742,750     $ (141,359 )   $ -          $ -          $ -          $ -           $ 1,601,391
external
customers
Net sales
to           -             -            79,936     -          -          -           79,936    
related
parties
Total net   $ 1,742,750    $ (141,359 )   $ 79,936    $ -         $ -         $ -          $ 1,681,327 
sales
                                                                                                            
Operating   $ 182,210      $ (39,696  )   $ -         $ -         $ 32,043    $ (40,128 )   $ 134,429   
income
                                                                                                            
            Nine Months Ended
            September 30, 2011
            Historical      Sales by       Sales to     Hero         Related      Other         Stand-Alone
                                                                     Party
            Segment         Related        Related      Disc Op's    License      Adjustments   Financial
                            Parties        Parties                   Agreement
            Results         (a)            (b)          (c)          (d)          (e)           Results
                                                                                                            
Net sales
to          $ 1,551,291     $ (137,045 )   $ -          $ (7,744 )   $ -          $ -           $ 1,406,502
external
customers
Net sales
to           -             -            77,719     -          -          -           77,719    
related
parties
Total net   $ 1,551,291    $ (137,045 )   $ 77,719    $ (7,744 )   $ -         $ -          $ 1,484,221 
sales
                                                                                                            
Operating   $ 141,723      $ (37,490  )   $ -         $ 11,247    $ 31,598    $ (20,351 )   $ 126,727   
income

* See notes to the Reconciliation Table

The historical financial results for WWF Opco differ from the results of the
WhiteWave-Alpro segment for the same periods previously reported by Dean Foods
in its Quarterly Report on Form 10-Q, filed on November 8, 2012. The selected
data provided in the table above includes the following adjustments that were
reflected in the preparation of WWF Opco's results on a stand-alone basis:

                  A portion of WhiteWave-Alpro’s products are produced,
                  distributed and sold by Dean Foods' Fresh Dairy Direct and
                  Morningstar segments. Those sales, together with their
     (a)   related costs, are included in Dean Foods' historical
                  WhiteWave-Alpro segment for management and segment reporting
                  purposes. The adjustment reflects the elimination of these
                  sales and operating income from WWF Opco's results.
          
                  The adjustment reflects net sales to related parties for
          (b)     WhiteWave-Alpro’s sales of raw materials and finished
                  products to Dean Foods' Fresh Dairy Direct and Morningstar
                  segments.
          
                  The adjustment reflects the elimination of the operations of
          (c)     the Hero joint venture, which have been reclassified as
                  discontinued operations in WWF Opco's results.
          
                  The adjustment reflects income for an intellectual property
                  licensing agreement between WhiteWave-Alpro and Dean Foods'
                  Morningstar segment, whereby Morningstar has rights to use
          (d)     WhiteWave-Alpro's intellectual property, in the manufacture
                  of certain products. In connection with the IPO, this
                  agreement has been terminated. In addition, WhiteWave-Alpro
                  has transferred the intellectual property that is the
                  subject of the license agreement to Morningstar.
          
                  The adjustments primarily reflect the allocation of
                  corporate and shared service costs to WhiteWave-Alpro. These
                  allocations include costs related to corporate and shared
                  services such as executive management, supply chain,
                  information technology, legal, finance and accounting,
                  investor relations, human resources, risk management, tax,
                  treasury, and other services, as well as stock based
                  compensation expense attributable to WhiteWave-Alpro
          (e)     employees and an allocation of stock based compensation
                  attributable to employees of Dean Foods. These costs
                  increased approximately $12 million in the three months
                  ended September 30, 2012, and approximately $20 million in
                  the nine months ended September 30, 2012, compared to the
                  same periods in the prior year, due to $8 million and $12
                  million, respectively, of transaction costs related to the
                  IPO, in addition to increased long-term incentive
                  compensation and other corporate allocations.

Contact:

WhiteWave Foods
Investor Relations:
Dave Oldani, +1-214-721-7648
or
Media:
Molly Keveney, +1-303-635-4529
 
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