The Whitewave Foods Company (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 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 Registrant as specified in its charter) Delaware 46-0631061 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1225 Seventeenth Street, Suite 1000 Denver, Colorado 80202 (303) 635-4500 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $.01 par value New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned-issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 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 No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K 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 Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a 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 The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant at June 30, 2015, based on the closing price for the registrant’s common stock on the New York Stock Exchange on June 30, 2015, was approximately $8.4 billion. As of January 31, 2016, there were 176,343,894 outstanding shares of common stock, par value $0.01 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2016 annual meeting of stockholders, which will be filed within 120 days of the registrant’s fiscal year end, are incorporated by reference into Part III of this Annual Report on Form 10-K TABLE OF CONTENTS Item Page PART I 1 Business ............................................................................................................................................................................. 2 1A Risk Factors ....................................................................................................................................................................... 10 1B Unresolved Staff Comments .............................................................................................................................................. 18 2 Properties ........................................................................................................................................................................... 18 3 Legal Proceedings .............................................................................................................................................................. 18 4 Mine Safety Disclosure ...................................................................................................................................................... 18 PART II 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ......... 19 6 Selected Financial Data ..................................................................................................................................................... 20 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................. 22 7A Quantitative and Qualitative Disclosures About Market Risk ........................................................................................... 38 8 Financial Statements and Supplementary Data .................................................................................................................. 40 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ............................................ F-52 9A Controls and Procedures .................................................................................................................................................... F-52 PART III 10 Directors, Executive Officers and Corporate Governance ................................................................................................. F-55 11 Executive Compensation ................................................................................................................................................... F-55 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .......................... F-55 13 Certain Relationships and Related Transactions, and Director Independence ................................................................... F-55 14 Principal Accountant Fees and Services ............................................................................................................................ F-55 PART IV 15 Exhibits and Financial Statement Schedules ..................................................................................................................... F-56 Signatures ........................................................................................................................................................................................ S-1 Forward-Looking Statements This Annual Report on Form 10-K (the “Form 10-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on expectations and projections about future events, and are not statements of historical fact. Forward-looking statements include statements concerning business strategy, plans and prospects, among other things, including anticipated trends and developments in and management plans for our business and the markets in which we operate. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” and “continue,” the negative or plural of these words and other comparable terminology. All forward-looking statements included in this Form 10-K are based upon information available to us as of the filing date of this Form 10-K, and we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed in the section entitled “Part I - Item 1A - Risk Factors” in this Form 10-K, and elsewhere in this Form 10-K. You should carefully consider the risks and uncertainties described in this Form 10-K. Intellectual Property Silk, So Delicious, International Delight, Horizon Organic, Earthbound Farm, Vega, Wallaby, Magicow, Alpro, Provamel, and our other registered or common law trademarks, service marks, or trade names appearing in this Form 10-K, are the property of The WhiteWave Foods Company or its subsidiaries. Other trademarks, service marks, or trade names appearing herein, including the LAND O LAKES, Almond Joy, Cold Stone Creamery, Cinnabon, Dunkin Donuts, Heath, Hershey’s, and YORK, and trade names which we license, are the property of their respective owners. 1 PART I Item 1. Business Overview The WhiteWave Foods Company (“WhiteWave”, the “Company”, “we”, “us” or “our”) is a leading consumer packaged food and beverage company that manufactures, markets, distributes, and