White wave Strategy Presentation

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White wave Strategy Presentation

  1. 1. CAGNY2014 February 20, 2014
  2. 2. GREGG ENGLES Chairman & Chief Executive Officer
  3. 3. CAGNY2014 3
  4. 4. Forward-looking statements This presentation contains “forward-looking statements” that are made in reliance on the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements relating to (1) financial forecasts for Q1 and full year 2014, including projected net sales, operating income and earnings per share, and financial information under the heading “2014 outlook considerations,” (2) our branding initiatives and planned brand expansions, (3) our innovation and research and development plans, and (4) our growth plans and anticipated capital expenditures, and other statements that begin with words such as “believe,” “expect” or “anticipate.” These statements involve risks and uncertainties that may cause results to differ materially from those set forth in this presentation. We have a limited history as a stand- alone company, which makes our future financial performance difficult to predict. Financial projections are based on a number of assumptions, and actual results could be materially different than projected if those assumptions are erroneous. Sales, operating income, net income, financial performance and earnings per share can vary based on a variety of economic, governmental and competitive factors, including those more fully described in our 2012 Form 10-K filed with the SEC on February 19, 2013, as updated in our Form 8-K filed with the SEC on June 14, 2013. Our ability to profit from our branding initiatives depends on a number of factors including consumer acceptance of our products. Our growth plans depend, in part, on our ability to innovate successfully and on a cost-effective basis. Our financial outlook for the first quarter and full 2014 may be impacted by our ability to effectively operate and grow our recently acquired Earthbound Farm business, the amount of our future additional investments in our joint venture in China and timeline for the joint venture to commence operations, and out ability to continue to execute our strategic growth plans. All forward-looking statements in this presentation speak only as of the date of this presentation. We expressly disclaim any obligation or undertaking to public update or revise any such statement to reflect any change in our expectations or the events, conditions or circumstances on which any such statement is based. Certain non-GAAP historical and pro forma financial measures contained in this presentation, including net sales, diluted earnings per share, operating income and net income, are from continuing operations and have been adjusted to eliminate the net expense or net gain related to certain items identified in our press release. A full reconciliation of these measures calculated according to GAAP, on a pro forma basis and on a pro forma adjusted basis is contained in our press release issued today and in a separate reconciliation document posted on our website at www.whitewave.com/investors. CAGNY2014 4
  5. 5. Our mission CAGNY2014 5 Convenient Flavorful Responsibly produced Nutritious Innovative Great tasting CHANGING THE WAY THE WORLD EATS FOR THE BETTER
  6. 6. Our company CAGNY2014 6 2013 Total net sales: $2,542MM North America 2013 Net sales: $2,124MM* Europe 2013 Net sales: $418MM Plant-based foods & beverages Brand position: #1 1. Represents International Delight only *Excludes results of Earthbound Farm acquired on January 2, 2014 Premium dairy Brand position: #1 Organic greens & produce Brand position: #1 Coffee creamers & beverages Brand position: #21 Plant-based foods & beverages Brand position: #1
  7. 7. High-growth food & beverage company CAGNY2014 7 $2,044 $2,306 $2,542 2011 2012 2013 Net sales* ($MM) *Net sales is presented on a pro forma adjusted basis for 2011 and 2012 ** Operating income is presented on a pro forma adjusted basis for 2011 and 2012 and on an adjusted basis for 2013 See appendix for reconciliations of non-GAAP financial measures to GAAP financial measures 12% CAGR $142 $173 $209 2011 2012 2013 Operating income** ($MM / % Margin) 22% CAGR 6.9% 7.5% 8.2%
  8. 8. Strong track record of growing through innovation & investments CAGNY2014 8 1997 2013 1997 2004 2008 2009 2012 2013 2002 2007 2009 2010 2011 2013
  9. 9. Large & growing categories aligned with consumer trends CAGNY2014 9 $32BN US organic food & beverage sales $1.3BN US organic milk 2013 2-yr CAGR: 6% $1.2BN US organic packaged salad 2013 2-yr CAGR: 17% $11BN US coffee & coffee creamers $4.2BN US coffee creamers & coffee beverages 2013 2-yr CAGR: 8% $51BN US dairy & dairy alternatives $2.4BN US & EU plant-based foods & beverages 2013 2-yr US CAGR: 16% Note: CAGRs from 2011-2013; Category size for US organic is for 2012; category sizes for US dairy & dairy alternatives and US coffee & coffee creamers are for 2013 Source: Category size for US organic from Organic Trade Association, US Coffee & Coffee Creamers from Nielsen xAOC; US Dairy & Dairy Alternatives from xAOC; Narrow category definitions and CAGRs from Nielsen xAOC 2-yr EU CAGR: 7%
  10. 10. Significant upside potential in household penetration CAGNY2014 10 Year-end 2013 US household penetration US Organic MilkOrganic milk Organic packaged salad Plant-based beverages Refrigerated flavored coffee creamers 13% 22% 26% 36% Source: Household penetration IRI and Nielsen Panel Data, coffee creamers includes half & half, dairy and non-dairy creamers
  11. 11. Attractive growth opportunities for the future CAGNY2014 11 Household penetration growth Broader household usage Innovative, new products Expanded distribution in core markets International expansion Strategic investments
  12. 12. Recent strategic actions: acquisition of Earthbound Farm  Branded platform in on-trend, high-growth category  Now have two most popular gateways to enter organic category: produce & dairy  Strengthens WhiteWave’s scale and brand presence  Closed on January 2, 2014; ~$0.07 EPS accretion expected in 2014  Pro forma leverage ~3.2x; maintain flexibility for future strategic opportunities  Industry veteran Kevin Yost to lead business CAGNY2014 12
  13. 13. Recent strategic actions: Mengniu joint venture  Joint venture with Mengniu Dairy Company Limited, leading Chinese dairy company  JV intends to manufacture, market and sell range of nutritious products in China  Consistent with strategy to expand into new geographies  Access to world’s largest consumer group, shifting toward high-quality, nutritious diet  Excellent partner – strong sales and distribution expertise  Production facility under construction – expect to manufacture products by end of 2014 CAGNY2014 13 
  14. 14. BLAINE MCPEAK President, WhiteWave
  15. 15. Trusted brands driving growth CAGNY2014 15 Plant-based foods and beverages are better for people and the planet Helping moms nourish their families Bringing the benefits of organic food to all Everyone deserves a great cup of coffee
  16. 16. Top 25 food & beverage companies 1-yr Growth Rate 2-yr Growth Rate 4-yr Growth Rate WhiteWave Foods +7.1% +10.2% +9.7% Danone Group +7.1% +6.0% +5.3% The Hershey Co. +5.9% +5.2% +5.6% Tyson Food Inc. +4.9% +2.9% +1.0% Mondelez Int’l Inc. +4.1% +3.0% +2.0% Campbell Soup Co. +3.4% +2.5% +1.0% Grupo Bimbo S.A. de C.V. +1.9% +0.5% +0.9% CTL BR +1.2% +1.2% +3.3% Mars Incorporated +0.5% +0.4% +1.1% Mccormick Company, Inc. +0.4% +1.1% +2.1% Nestle Holdings Inc. +0.2% +0.6% +0.9% Hormel Foods Corporation -0.0% +1.2% +1.3% Pepsico Inc. -0.2% -0.1% +0.0% Kellogg Company -0.8% +0.1% +0.6% Kraft Foods, Inc. -0.8% +0.2% +0.8% General Mills -0.9% -1.3% +0.0% Coca Cola Company -1.3% -0.3% +0.9% Pinnacle Foods Group LLC -1.5% -1.7% -1.9% J.M. Smucker Company -1.8% +1.6% +3.6% ConAgra Inc. -2.5% -1.7% -0.5% Dr. Pepper Snapple Group Inc. -2.6% -2.0% +0.0% HJ Heinz Company -4.0% -3.4% -1.6% Unilever Group -4.1% -2.8% -1.1% Dean Foods Inc. -4.3% -2.5% +0.7% Del Monte Foods Company -4.3% -2.1% -1.0% One of fastest growing food and beverage companies in America CAGNY2014 16 #1 growth rate for the last 1 year 2 years 4 years Source: Nielsen 52wk period ending 12/21/13. Dollar sales for all vendors in Dairy/Deli/Frozen/Dry Grocery.
  17. 17. Driving growth CAGNY2014 17 Driving Growth Strengthening our brands Stretching where we compete Strengthening our retail partnerships Enabling through supply chain
  18. 18. CAGNY2014 18 Delicious plant-based foods and beverages for healthier living
  19. 19. Overcoming barriers to drive household penetration CAGNY2014 19 15 16 18 21 24 26 2008 2009 2010 2011 2012 2013 US HH penetration for total plant-based beverages % Launch of Silk Almond Plant-based beverages becoming mainstream Launch of Silk Coconut Stepped up marketing investments Silk is driving the category
  20. 20. New Silk brand ambassador CAGNY2014 20
  21. 21. Silk helps you Bloom CAGNY2014 21
  22. 22. Expanding the Silk brand CAGNY2014 22 New packaging New products New categories
  23. 23. CAGNY2014 23 Stay curious, enjoy plant power!
  24. 24. Building the category and the Alpro brand CAGNY2014 24
  25. 25. Feed your curiosity CAGNY2014 25
  26. 26. Broadening our brand presence CAGNY2014 26 Expanding beyond soy Expanding geographic scope
  27. 27. Developing our yogurt portfolio CAGNY2014 27 New packaging New products New sizes
  28. 28. CAGNY2014 28 Bringing nutritious solutions to moms, so they can provide a healthy foundation for their families
  29. 29. The leading share of voice in organic CAGNY2014 29
  30. 30. Fat-free, lactose-free milk Single-serve DHA Expanding our core dairy offering CAGNY2014 30
  31. 31. Expanding the power of the Horizon brand to center of the store CAGNY2014 31 Kids meals Kids snacks
  32. 32. CAGNY2014 32 Everyone deserves a great cup of coffee
  33. 33. Strong coffee consumption trends fueling growth CAGNY2014 33 -6.0 -5.0 -4.0 -3.0 -2.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 2011 2012 2013 Percentagepointchange Share change of coffee creaming occasions 27% 15% 17% 33% Note: Chart excludes “All Other” whiteners (~3.5% of total coffee occasions); Whitened coffee accounts for ~48% of all coffee occasions Source: NPD Group / National Eating Trends Survey, 52 weeks ending May 2011-2013 Total share
  34. 34. 2014 rebranding: “Bringing Delight to Life” CAGNY2014 34
  35. 35. Bringing more delight to consumers CAGNY2014 35 New products New flavors
  36. 36. Expanding portfolio: “America Runs on Dunkin’ SM” CAGNY2014 36  Over 95% brand awareness  Over 7,000 retail stores  Over 1.5 billion cups of coffee sold annually  Sizeable player in retail bagged coffee Over $1 billion unflavored creamer category Strong brand partnership
  37. 37. Strong retail partnerships CAGNY2014 37 Expanding distribution Strong merchandising Compelling away-from-home solutions
  38. 38. Great partnerships bring our brands to life CAGNY2014 38
  39. 39. Supply chain further enables growth CAGNY2014 39 Expanding lines Expanding warehousing Expanding for the future Building our capabilities
  40. 40. KEVIN YOST President, Earthbound Farm
  41. 41. CAGNY2014 41 Bringing the benefits of organic food to as many people as possible
  42. 42. Earthbound Farm overview  Founded 1984; pioneer in development of organic produce  Scale business, over $500 million in 2013 net sales  Competitive advantages in procurement, processing and innovation  Highly experienced management team  Industry-leading brand, significant loyalty  On-trend, high-growth categories CAGNY2014 42 Leading organic produce brand in North America and largest non-dairy organic brand in US Salad Fresh vegetables Fresh fruits Frozen & dried
  43. 43. Strong share in high-growth, increasingly organic category CAGNY2014 43 $386 $422 $489 $547 $655 $803 2008 2009 2010 2011 2012 2013 Organic packaged salad retail sales ($MM, grocery) 13% 14% 16% 17% 20% 23% 2008 2009 2010 2011 2012 2013 US organic packaged salad as a percent of total salad category (%, grocery) Earthbound holds a 45% share* of the organic category and a 55% share of the branded organic segment *45% share includes both Earthbound branded products and private label products produced by Earthbound Source: Nielsen US Food – 52 weeks ending early January 2009-2014 16% CAGR
  44. 44. Brand strength provides growth opportunities  Significant potential for brand growth  Growth opportunities through category segmentation  Recent launch of frozen line provides additional growth opportunities  Potential for brand extensions CAGNY2014 44
  45. 45. KELLY HAECKER Executive Vice President & Chief Financial Officer
  46. 46. Financial priorities CAGNY2014 46 Drive continued top- and bottom-line growth Invest capital to support volume growth and margin expansion Maintain financial flexibility for strategic initiatives Drive shareholder value
  47. 47. Strong top-line growth continues  Category growth continues behind favorable consumer trends  Strong organic top-line growth – Driven by volume  Double-digit growth in both North America and Europe segments  Growth across all brand platforms  Growth in both retail & away-from- home channels CAGNY2014 47 $2,306 $2,542 2012 2013 Net sales* ($MM) 10% Growth *Net sales is presented on a pro forma adjusted basis for 2012 See appendix for reconciliations of non-GAAP financial measures to GAAP financial measures
  48. 48. Strong growth in profitability  Strong operating income growth in both North America and Europe  Significant operating cost leverage  +70 basis points of margin expansion  Supporting category-leading marketing investments CAGNY2014 48 *Operating income is presented on a pro forma adjusted basis for 2012 and on an adjusted basis for 2013 See appendix for reconciliations of non-GAAP financial measures to GAAP financial measures $173 $209 2012 2013 Operating income* ($MM/%Margin) 7.5% 21% Growth 8.2%
  49. 49. Delivering strong earnings growth  Strong earnings growth in 2013  EPS growth rate over 2x topline growth rate  Creating value for shareholders CAGNY2014 49 *Diluted earnings per share is presented on a pro forma adjusted basis for 2012 and on an adjusted basis for 2013 See appendix for reconciliations of non-GAAP financial measures to GAAP financial measures $0.60 $0.74 2012 2013 Diluted earnings per share* 23% Growth
  50. 50. Investing for growth CAGNY2014 50 2013 3 South central filling lines 2 East coast filling lines 1 West coast filling line 2014 Europe filling line East coast filling line East coast warehouse expansion South central warehouse expansion New North America manufacturing facility Europe plant expansion West coast warehouse consolidation 2 South central filling lines 6 filling lines ≈1 plant 7 filling lines under development 2015
  51. 51. Strong balance sheet to support future growth CAGNY2014 51 1Pro forma for additional indebtedness incurred in conjunction with the acquisition of Earthbound Farm on January 2, 2014 2As defined by credit agreement Actual Pro forma1 Cash $101 $101 $850MM revolving credit facility 178 293 Term loans 485 985 Total net debt $562 $1,177 Leverage ratio2 <2.0x ~3.2x Capital structure as of 12/31/2013 ($MM)
  52. 52. 2014 outlook considerations CAGNY2014 52 Top line  Volume growth main driver across platforms  Modest pricing benefit due to actions taken to offset inflation Operating items  Continue marketing investments behind product launches and brand building  Remain focused on improving supply chain costs & operating margin expansion Corporate items  Corporate costs estimated to be around $65 million – Annualized standalone functions / Earthbound corporate cost shifts / China JV support – Q1 highest quarter with remaining quarters relatively balanced Capital investments  Capital expenditures estimated to be $230 to $260 million – N. America manufacturing facility / Europe capacity expansion / Earthbound requirements Other items  Interest expense forecasted to be $33 to $37 million  Tax rate expected to be around 35% with potential quarterly variability  Operating investments in China joint venture
  53. 53. Continued growth in 2014 CAGNY2014 53 *As compared to 2013 on an adjusted basis See appendix for reconciliations of non-GAAP financial measures to GAAP financial measures 7% - 8% organic top-line growth forecasted Expect continued strong earnings growth in 2014 2014 Forecast* Q1 Full Year Net sales growth + High twenties % + High twenties % Adjusted operating income growth + High teens to low twenties % + Mid thirties % Adjusted diluted EPS $0.17 - $0.19 $0.85 - $0.89 Adjusted diluted EPS – excluding JV $0.18 - $0.20 $0.90 - $0.94 Diluted shares outstanding ~177MM ~178MM
  54. 54. GREGG ENGLES Chairman & Chief Executive Officer
  55. 55. A compelling opportunity  Leading portfolio of large scale brands  Highly attractive, fast-growing categories aligned with consumer trends  Leading innovator and pioneer  Significant growth opportunities for the future  Experienced management CAGNY2014 55 CHANGING THE WAY THE WORLD EATS FOR THE BETTER
  56. 56. CAGNY2014 February 20, 2014
  57. 57. APPENDIX
  58. 58. Reconciliation of GAAP to non-GAAP information CAGNY2014 58 GAAP FY 2011 Pro forma adjustments Pro forma Additional adjustments Pro Forma Adjusted FY 2011 GAAP FY 2012 Pro forma adjustments Pro forma Additional adjustments Pro Forma Adjusted FY 2012 GAAP FY 2013 Adjustments Adjusted FY 2013 Total net sales 2,025,751$ 26,837$ (a) 2,052,588$ (8,781)$ (f) 2,043,807$ 2,289,438$ 19,738$ (a) 2,309,176$ (3,643)$ (f) 2,305,533$ 2,542,063$ -$ 2,542,063$ Cost of sales 1,341,310 9,898 (a) 1,351,208 (21,778) (f) 1,329,430 1,485,494 8,917 (a) 1,494,411 (16,545) (f) 1,477,866 1,634,646 - 1,634,646 Gross profit 684,441 16,939 701,380 12,997 714,377 803,944 10,821 814,765 12,902 827,667 907,417 - 907,417 Related party license income 42,680 (42,680) (b) - - - 36,034 (36,034) (b) - - - - - - Operating expenses: Selling and distribution 414,724 - 414,724 (1,946) (f) 412,778 492,130 - 492,130 (1,646) (f) 490,484 528,233 - 528,233 General and administrative 136,703 9,825 (c) 146,528 13,462 (g) 159,990 167,595 (9,313) (c) 158,282 5,837 (g) 164,119 197,526 (27,402) (g) 170,124 Asset disposal and exit costs - - - - - - - - - - 26,226 (26,226) (j) - Total operating expenses 551,427 9,825 561,252 11,516 572,768 659,725 (9,313) 650,412 4,191 654,603 751,985 (53,628) 698,357 Operating income 175,694 (35,566) 140,128 1,481 141,609 180,253 (15,900) 164,353 8,711 173,064 155,432 53,628 209,060 Other expense (income): Interest expense 9,149 13,904 (d) 23,053 534 (h) 23,587 9,924 13,663 (d) 23,587 - 23,587 18,027 - 18,027 Other expense (income), net 122 - 122 - 122 957 - 957 (1,151) (i) (194) (3,829) 3,410 (i) (419) Total other expense (income) 9,271 13,904 23,175 534 23,709 10,881 13,663 24,544 (1,151) 23,393 14,198 3,410 17,608 Income from continuing operations before income taxes 166,423 (49,470) 116,953 947 117,900 169,372 (29,563) 139,809 9,862 149,671 141,234 50,218 191,452 Income tax expense 52,089 (17,315) (e) 34,774 3,543 (e) 38,317 56,858 (10,347) (e) 46,511 (718) (e) 45,793 44,193 18,693 (e) 62,886 Income from continuing operations 114,334$ (32,155)$ 82,179$ (2,596)$ 79,583$ 112,514$ (19,216)$ 93,298$ 10,580$ 103,878$ 97,041$ 31,525$ 128,566$ Earnings per Share, Basic and Diluted: Basic 0.76$ 0.46$ (k) 0.73$ 0.60$ (k) 0.56$ 0.74$ (k) Diluted 0.76$ 0.46$ (k) 0.73$ 0.60$ (k) 0.56$ 0.74$ (k) Weighted Average Shares Outstanding, Basic and Diluted: Basic 150,000,000 173,000,000 153,770,492 173,000,000 173,120,689 173,120,689 Diluted 150,000,000 173,000,109 153,770,497 173,000,109 174,581,468 174,581,468 Income statement amounts by segment: Total net sales North America 1,657,192$ 26,837$ (a) 1,684,029$ (8,781)$ (f) 1,675,248$ 1,921,444$ 19,738$ (a) 1,941,182$ (3,643)$ (f) 1,937,539$ 2,123,997$ -$ 2,123,997$ Europe 368,559 - 368,559 - 368,559 367,994 - 367,994 - 367,994 418,066 - 418,066 Total 2,025,751$ 26,837$ 2,052,588$ (8,781)$ 2,043,807$ 2,289,438$ 19,738$ 2,309,176$ (3,643)$ 2,305,533$ 2,542,063$ -$ 2,542,063$ Operating income North America 137,807$ 16,939$ (a) 154,746$ 14,943$ (f) 169,689$ 178,960$ 10,821$ (a) 189,781$ 14,548$ (f) 204,329$ 215,155$ 14,426$ (j) 229,581$ Europe 27,873 - 27,873 (953) (g) 26,920 23,735 - 23,735 - 23,735 18,879 11,800 (j) 30,679 Total consolidated segment operating income 165,680 16,939 182,619 13,990 196,609 202,695 10,821 213,516 14,548 228,064 234,034 26,226 260,260 Related party license income 42,680 (42,680) (b) - - - 36,034 (36,034) (b) - - - - - - Corporate and other (32,666) (9,825) (c) (42,491) (12,509) (g) (55,000) (58,476) 9,313 (c) (49,163) (5,837) (g) (55,000) (78,602) 27,402 (g) (51,200) Total operating income 175,694$ (35,566)$ 140,128$ 1,481$ 141,609$ 180,253$ (15,900)$ 164,353$ 8,711$ 173,064$ 155,432$ 53,628$ 209,060$ (In thousands, except share and per share data)(In thousands, except share and per share data) (In thousands, except share and per share data)
  59. 59. Reconciliation of GAAP to non-GAAP information CAGNY2014 59 The adjusted results differ from the Company’s results under GAAP due to the following: a) The adjustment reflects: i. An agreement with two wholly-owned Dean Foods subsidiaries, Suiza Dairy Group, LLC ("Suiza Dairy") and Dean Dairy Holdings, LLC ("Dean Dairy"), pursuant to which those subsidiaries continue to sell and distribute certain WhiteWave products. This agreement modifies 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.  $19.7 million and $7.0 million for the year ended December 31, 2012.  $nil million and $nil million for the year ended December 31, 2013. ii. Manufacturing agreements with (1) Morningstar pursuant to which Morningstar continues manufacturing various WhiteWave products on our behalf and (2) Suiza Dairy and Dean Dairy pursuant to which they continue manufacturing WhiteWave fresh organic milk products on our behalf. The agreements modify our historical intercompany arrangements and reflect new pricing. The net effect of the agreements is an estimated increase in cost of sales for the following periods:  $1.1 million for the year ended December 31, 2011.  $1.9 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013. b) The adjustment reflects the elimination of license income associated with our intellectual property license agreement with Morningstar. In connection with our initial public offering, this agreement was terminated and we transferred the intellectual property subject to this license agreement to Morningstar. The effect of this agreement is to eliminate the related party license income for all periods presented. c) The adjustment reflects: i. The recurring impact on stock compensation expense for grants to the Company’s Named Executive Officers and other executives made in connection with our initial public offering (the "IPO grants").  $9.8 million for the year ended December 31, 2011.  $8.2 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013. ii. Elimination of non-recurring transaction costs we incurred in connection with our initial public offering of $17.5 million for the year ended December 31, 2012. 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.  $10.5 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013. ii. Expected interest expense and the amortization of deferred financing costs on our new borrowings under the revolving credit facility and term loan facilities.  $23.5 million for the year ended December 31, 2011.  $17.8 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013.
  60. 60. Reconciliation of GAAP to non-GAAP information CAGNY2014 60 iii. Elimination of interest income associated with our loan agreement with Morningstar related to the license income under the intellectual property license agreement.  $6.1 million for the year ended December 31, 2011.  $6.4 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013. e) The adjustment reflects: i. Applying the 35% U.S. federal statutory rate to the pro forma adjustments in the 2012 periods. ii. The elimination of the tax effect of uncertain tax positions related to non-recurring transaction costs and assets held for sale. iii. The income tax expense required to adjust the U.S. GAAP effective rate to the estimated effective rate on all adjustments in the pro forma adjustments, the additional adjustments, and the adjustments columns for all periods. f) The adjustment reflects: i. A transitional sales agreement with Morningstar pursuant to which Morningstar will transfer back to us responsibility for 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.  $21.6 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013. ii. A transitional sales agreement with Morningstar pursuant to which we will transfer to Morningstar responsibility for the sales and associated costs of 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.  $25.2 million, $16.5 million, and $1.6 million for the year ended December 31, 2012.  $nil million, $nil million, and $nil million for the year ended December 31, 2013. g) 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.  $33.7 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013. 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.  $9.7 million for the year ended December 31, 2012.  $10.9 million for the year ended December 31, 2013. iii. The inclusion of estimated stand-alone public company costs, including the costs of corporate services currently provided by Dean Foods.  $55.1 million for the year ended December 31, 2011.  $50.4 million for the year ended December 31, 2012.  $nil million for the year ended December 31, 2013.
  61. 61. Reconciliation of GAAP to non-GAAP information CAGNY2014 61 iv. Elimination of other non-recurring transition costs.  $nil million for the year ended December 31, 2011.  $1.2 million for the year ended December 31, 2012.  $6.8 million for the year ended December 31, 2013. v. Elimination of non-recurring transaction costs related to the Dean Foods offering of our shares of $1.4 million for the year ended December 31, 2013. vi. Elimination of non-recurring transaction costs related to acquisitions and other investments of $8.3 million for the year ended December 31, 2013. vii. Impact of excluding the $0.9 million benefit recorded for the favorable settlement of taxing authority examinations for the year ended December 31, 2011. h) The adjustment reflects incremental expected interest expense on our new borrowings under our senior secured credit facilities of $0.5 million for the year ended December 31, 2011. i) The adjustment reflects elimination of the (income) expense related to the mark-to- market adjustment on our interest rate swaps.  $nil million for the year ended December 31, 2011.  $1.2 million for the year ended December 31, 2012.  $(3.4) million for the year ended December 31, 2013. j) The adjustment reflects elimination of asset disposal and exit costs. i. Elimination of the loss on assets held for sale related to the Company’s intention to sell the operations of its soy-based meat alternative business located in the Netherlands of $11.8 million for the year ended December 31, 2013. ii. Elimination of the non-cash write-down of the assets of the dairy farm located in Idaho of $11.1 million for the year ended December 31, 2013. iii. Elimination of restructuring costs in connection with the sale of the dairy farm located in Idaho of $3.3 million for the year ended December 31. 2013. k) For 2011 and 2012, 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 completion of our initial public offering) and 150,000,000 shares of Class B common stock. The number of shares used to compute diluted earnings per share includes the dilutive impact of stock options and RSUs. On May 23, 2013, Dean Foods distributed to its stockholders an aggregate of 47,686,000 shares of our Class A common stock and 67,914,000 shares of our Class B common stock as a pro rata dividend on shares of Dean Foods common stock outstanding. For the year ended December 31, 2013, the number of shares used to compute basic earnings per share is 173,120,689, which is comprised of 91,506,411 shares of Class A common stock and 81,614,278 shares of Class B common stock on a weighted average basis. The number of shares used to compute diluted earnings per share includes the dilutive impact of stock options and RSUs.

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