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(Mark One)
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly period ended June 29, 2013
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to ______ .
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DELAWARE
(State or other jurisdiction of incorporation or organization)
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84-0178360
(I.R.S. Employer Identification No.)
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1225 17th Street, Denver, Colorado, USA
1555 Notre Dame Street East, Montréal, Québec, Canada
(Address of principal executive offices)
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80202
H2L 2R5
(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Condensed Consolidated Balance Sheets at June 29, 2013, a
nd December 29, 2012
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Item 4.
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Mine Safety Disclosures
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|||
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Thirteen Weeks Ended
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Twenty-Six Weeks Ended
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||||||||||||
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June 29, 2013
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June 30, 2012
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June 29, 2013
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June 30, 2012
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||||||||
Sales
|
$
|
1,659.7
|
|
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$
|
1,440.9
|
|
|
$
|
2,844.5
|
|
|
$
|
2,449.0
|
|
Excise taxes
|
(481.7
|
)
|
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(441.5
|
)
|
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(838.0
|
)
|
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(758.2
|
)
|
||||
Net sales
|
1,178.0
|
|
|
999.4
|
|
|
2,006.5
|
|
|
1,690.8
|
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||||
Cost of goods sold
|
(684.1
|
)
|
|
(580.1
|
)
|
|
(1,231.2
|
)
|
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(1,018.9
|
)
|
||||
Gross profit
|
493.9
|
|
|
419.3
|
|
|
775.3
|
|
|
671.9
|
|
||||
Marketing, general and administrative expenses
|
(304.3
|
)
|
|
(304.8
|
)
|
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(589.6
|
)
|
|
(553.0
|
)
|
||||
Special items, net
|
(1.3
|
)
|
|
(21.2
|
)
|
|
(2.8
|
)
|
|
(22.7
|
)
|
||||
Equity income in MillerCoors
|
172.6
|
|
|
185.6
|
|
|
290.0
|
|
|
304.5
|
|
||||
Operating income (loss)
|
360.9
|
|
|
278.9
|
|
|
472.9
|
|
|
400.7
|
|
||||
Interest income (expense), net
|
(41.2
|
)
|
|
(84.6
|
)
|
|
(116.1
|
)
|
|
(108.4
|
)
|
||||
Other income (expense), net
|
(7.3
|
)
|
|
(70.5
|
)
|
|
(3.0
|
)
|
|
(71.9
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
312.4
|
|
|
123.8
|
|
|
353.8
|
|
|
220.4
|
|
||||
Income tax benefit (expense)
|
(34.1
|
)
|
|
(25.9
|
)
|
|
(37.6
|
)
|
|
(43.2
|
)
|
||||
Net income (loss) from continuing operations
|
278.3
|
|
|
97.9
|
|
|
316.2
|
|
|
177.2
|
|
||||
Income (loss) from discontinued operations, net of tax
|
1.7
|
|
|
0.8
|
|
|
0.8
|
|
|
0.9
|
|
||||
Net income (loss) including noncontrolling interests
|
280.0
|
|
|
98.7
|
|
|
317.0
|
|
|
178.1
|
|
||||
Less: Net (income) loss attributable to noncontrolling interests
|
(1.6
|
)
|
|
6.4
|
|
|
(3.0
|
)
|
|
6.5
|
|
||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
278.4
|
|
|
$
|
105.1
|
|
|
$
|
314.0
|
|
|
$
|
184.6
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
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|
||||||||
From continuing operations
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$
|
1.51
|
|
|
$
|
0.58
|
|
|
$
|
1.72
|
|
|
$
|
1.02
|
|
From discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
1.52
|
|
|
$
|
0.58
|
|
|
$
|
1.72
|
|
|
$
|
1.02
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
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|
|
|
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|
||||||||
From continuing operations
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$
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1.50
|
|
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$
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0.57
|
|
|
$
|
1.71
|
|
|
$
|
1.01
|
|
From discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
1.51
|
|
|
$
|
0.57
|
|
|
$
|
1.71
|
|
|
$
|
1.01
|
|
Weighted-average shares—basic
|
182.9
|
|
|
180.8
|
|
|
182.3
|
|
|
180.6
|
|
||||
Weighted-average shares—diluted
|
184.1
|
|
|
181.6
|
|
|
183.5
|
|
|
181.6
|
|
||||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
276.7
|
|
|
$
|
104.3
|
|
|
$
|
313.2
|
|
|
$
|
183.7
|
|
Income (loss) from discontinued operations, net of tax
|
1.7
|
|
|
0.8
|
|
|
0.8
|
|
|
0.9
|
|
||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
278.4
|
|
|
$
|
105.1
|
|
|
$
|
314.0
|
|
|
$
|
184.6
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
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June 29, 2013
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June 30, 2012
|
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June 29, 2013
|
|
June 30, 2012
|
||||||||
Net income (loss) including noncontrolling interests
|
$
|
280.0
|
|
|
$
|
98.7
|
|
|
$
|
317.0
|
|
|
$
|
178.1
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(79.4
|
)
|
|
(64.2
|
)
|
|
(340.7
|
)
|
|
43.6
|
|
||||
Unrealized gain (loss) on derivative instruments
|
19.6
|
|
|
7.6
|
|
|
32.7
|
|
|
(10.2
|
)
|
||||
Reclassification of derivative (gains) losses to income
|
(0.8
|
)
|
|
1.7
|
|
|
(0.7
|
)
|
|
3.5
|
|
||||
Pension and other postretirement benefit adjustments
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net prior service (benefits) costs and net actuarial (gains) losses to income
|
13.3
|
|
|
5.6
|
|
|
23.9
|
|
|
15.5
|
|
||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
(2.8
|
)
|
|
(0.1
|
)
|
|
(9.5
|
)
|
|
9.3
|
|
||||
Total other comprehensive income (loss), net of tax
|
(52.5
|
)
|
|
(49.4
|
)
|
|
(294.3
|
)
|
|
61.7
|
|
||||
Comprehensive income (loss)
|
227.5
|
|
|
49.3
|
|
|
22.7
|
|
|
239.8
|
|
||||
Less: Comprehensive income (loss) attributable to the noncontrolling interests
|
(1.6
|
)
|
|
6.4
|
|
|
(3.0
|
)
|
|
6.5
|
|
||||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
225.9
|
|
|
$
|
55.7
|
|
|
$
|
19.7
|
|
|
$
|
246.3
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT PAR VALUE)
(UNAUDITED)
|
|||||||
|
As of
|
||||||
|
June 29, 2013
|
|
December 29, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
801.6
|
|
|
$
|
624.0
|
|
Accounts receivable, net
|
693.4
|
|
|
660.5
|
|
||
Other receivables, net
|
109.8
|
|
|
92.9
|
|
||
Inventories:
|
|
|
|
||||
Finished
|
178.5
|
|
|
139.9
|
|
||
In process
|
28.3
|
|
|
20.3
|
|
||
Raw materials
|
41.8
|
|
|
43.5
|
|
||
Packaging materials
|
16.8
|
|
|
10.2
|
|
||
Total inventories
|
265.4
|
|
|
213.9
|
|
||
Other current assets, net
|
134.7
|
|
|
117.5
|
|
||
Deferred tax assets
|
66.4
|
|
|
39.2
|
|
||
Total current assets
|
2,071.3
|
|
|
1,748.0
|
|
||
Properties, net
|
1,910.5
|
|
|
1,995.9
|
|
||
Goodwill
|
2,325.5
|
|
|
2,453.1
|
|
||
Other intangibles, net
|
6,947.4
|
|
|
7,234.8
|
|
||
Investment in MillerCoors
|
2,516.6
|
|
|
2,431.8
|
|
||
Deferred tax assets
|
119.3
|
|
|
125.4
|
|
||
Notes receivable, net
|
24.3
|
|
|
26.3
|
|
||
Other assets
|
202.0
|
|
|
196.9
|
|
||
Total assets
|
$
|
16,116.9
|
|
|
$
|
16,212.2
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities
|
$
|
1,363.1
|
|
|
$
|
1,186.9
|
|
Derivative hedging instruments
|
164.9
|
|
|
6.0
|
|
||
Deferred tax liabilities
|
112.3
|
|
|
152.3
|
|
||
Current portion of long-term debt and short-term borrowings
|
1,272.4
|
|
|
1,245.6
|
|
||
Discontinued operations
|
7.2
|
|
|
7.9
|
|
||
Total current liabilities
|
2,919.9
|
|
|
2,598.7
|
|
||
Long-term debt
|
3,295.7
|
|
|
3,422.5
|
|
||
Pension and post-retirement benefits
|
745.7
|
|
|
833.0
|
|
||
Derivative hedging instruments
|
1.3
|
|
|
222.2
|
|
||
Deferred tax liabilities
|
937.9
|
|
|
948.5
|
|
||
Unrecognized tax benefits
|
80.5
|
|
|
81.8
|
|
||
Other liabilities
|
106.8
|
|
|
93.9
|
|
||
Discontinued operations
|
18.3
|
|
|
20.0
|
|
||
Total liabilities
|
8,106.1
|
|
|
8,220.6
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Molson Coors Brewing Company stockholders' equity
|
|
|
|
||||
Capital stock:
|
|
|
|
||||
Preferred stock, no par value (authorized: 25.0 shares; none issued)
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)
|
—
|
|
|
—
|
|
||
Class B common stock, $0.01 par value per share (authorized: 500.0 shares; issued: 166.3 shares and 164.2 shares, respectively)
|
1.7
|
|
|
1.6
|
|
||
Class A exchangeable shares, no par value (issued and outstanding: 2.9 shares and 2.9 shares, respectively)
|
108.5
|
|
|
110.2
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 19.1 shares and 19.3 shares, respectively)
|
720.5
|
|
|
724.4
|
|
||
Paid-in capital
|
3,709.5
|
|
|
3,623.6
|
|
||
Retained earnings
|
4,097.7
|
|
|
3,900.5
|
|
||
Accumulated other comprehensive income (loss)
|
(332.3
|
)
|
|
(72.3
|
)
|
||
Class B common stock held in treasury at cost (7.5 shares and 7.5 shares, respectively)
|
(321.1
|
)
|
|
(321.1
|
)
|
||
Total Molson Coors Brewing Company stockholders' equity
|
7,984.5
|
|
|
7,966.9
|
|
||
Noncontrolling interests
|
26.3
|
|
|
24.7
|
|
||
Total equity
|
8,010.8
|
|
|
7,991.6
|
|
||
Total liabilities and equity
|
$
|
16,116.9
|
|
|
$
|
16,212.2
|
|
|
Twenty-Six Weeks Ended
|
||||||
|
June 29, 2013
|
|
June 30, 2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss) including noncontrolling interests
|
$
|
317.0
|
|
|
$
|
178.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
160.9
|
|
|
111.8
|
|
||
Amortization of debt issuance costs and discounts
|
14.2
|
|
|
25.0
|
|
||
Share-based compensation
|
15.4
|
|
|
10.1
|
|
||
Loss on sale or impairment of properties and intangibles
|
6.3
|
|
|
21.1
|
|
||
Deferred income taxes
|
13.1
|
|
|
5.5
|
|
||
Equity income in MillerCoors
|
(290.0
|
)
|
|
(304.5
|
)
|
||
Distributions from MillerCoors
|
290.0
|
|
|
304.5
|
|
||
Equity in net income of other unconsolidated affiliates
|
(7.8
|
)
|
|
(6.5
|
)
|
||
Distributions from other unconsolidated affiliates
|
13.0
|
|
|
11.8
|
|
||
Excess tax benefits from share-based compensation
|
(5.4
|
)
|
|
(3.5
|
)
|
||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments
|
28.9
|
|
|
(4.1
|
)
|
||
Change in current assets and liabilities (net of assets acquired and liabilities assumed in business combinations) and other:
|
36.2
|
|
|
49.0
|
|
||
(Gain) loss from discontinued operations
|
(0.8
|
)
|
|
(0.9
|
)
|
||
Net cash provided by operating activities
|
591.0
|
|
|
397.4
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to properties
|
(149.7
|
)
|
|
(81.4
|
)
|
||
Proceeds from sales of properties and other long-lived assets
|
4.9
|
|
|
1.3
|
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(2,257.4
|
)
|
||
Proceeds from sale of business
|
2.0
|
|
|
—
|
|
||
Investment in MillerCoors
|
(615.3
|
)
|
|
(565.7
|
)
|
||
Return of capital from MillerCoors
|
515.2
|
|
|
459.9
|
|
||
Payments on settlement of derivative instruments
|
—
|
|
|
(110.6
|
)
|
||
Investment in and advances to an unconsolidated affiliate
|
(2.8
|
)
|
|
(3.7
|
)
|
||
Loan repayments
|
4.5
|
|
|
9.5
|
|
||
Loan advances
|
(3.7
|
)
|
|
(4.6
|
)
|
||
Net cash used in investing activities
|
(244.9
|
)
|
|
(2,552.7
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Exercise of stock options under equity compensation plans
|
63.1
|
|
|
20.8
|
|
||
Excess tax benefits from share-based compensation
|
5.4
|
|
|
3.5
|
|
||
Dividends paid
|
(116.8
|
)
|
|
(115.9
|
)
|
||
Dividends paid to noncontrolling interests holders
|
(1.2
|
)
|
|
(2.9
|
)
|
||
Payments for purchase of noncontrolling interest
|
(0.2
|
)
|
|
—
|
|
||
Debt issuance costs
|
(0.2
|
)
|
|
(39.2
|
)
|
||
Proceeds from issuances of long-term debt
|
—
|
|
|
2,195.4
|
|
||
Payments on long-term debt and capital lease obligations
|
(52.4
|
)
|
|
(44.8
|
)
|
||
Payments on debt assumed in acquisition
|
—
|
|
|
(424.3
|
)
|
||
Proceeds from short-term borrowings
|
9.3
|
|
|
2.5
|
|
||
Payments on short-term borrowings
|
(15.1
|
)
|
|
(13.5
|
)
|
||
Payments on settlement of derivative instruments
|
(35.1
|
)
|
|
(4.0
|
)
|
||
Net proceeds from (payments on) revolving credit facilities
|
(2.9
|
)
|
|
3.9
|
|
||
Change in overdraft balances and other
|
2.0
|
|
|
2.1
|
|
||
Net cash (used in) provided by financing activities
|
(144.1
|
)
|
|
1,583.6
|
|
||
Cash and cash equivalents:
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
202.0
|
|
|
(571.7
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(24.4
|
)
|
|
8.8
|
|
||
Balance at beginning of year
|
624.0
|
|
|
1,078.9
|
|
||
Balance at end of period
|
$
|
801.6
|
|
|
$
|
516.0
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||
|
June 30, 2012
|
|
June 30, 2012
|
||||
|
(In millions)
|
||||||
Net sales
|
$
|
1,200.5
|
|
|
$
|
2,031.3
|
|
Income from continuing operations before income taxes
|
$
|
280.6
|
|
|
$
|
349.1
|
|
Net income attributable to MCBC
|
$
|
242.1
|
|
|
$
|
300.6
|
|
Net income per common share attributable to MCBC:
|
|
|
|
||||
Basic
|
$
|
1.33
|
|
|
$
|
1.66
|
|
Diluted
|
$
|
1.33
|
|
|
$
|
1.65
|
|
|
(In millions)
|
||
Operating activities(1)
|
$
|
1.4
|
|
Investing activities(2)
|
2,257.4
|
|
|
Financing activities(1)
|
424.3
|
|
|
Total cash used
|
$
|
2,683.1
|
|
Non-cash(3)
|
$
|
645.9
|
|
(1)
|
Includes the subordinated deferred payment obligation ("SDPO") with third-party creditors, which was assumed in the Acquisition and was subsequently repaid on June 29, 2012 for
$425.7 million
including the
$1.4 million
of interest incurred subsequent to the close of the Acquisition noted as "Operating activities" in the table above.
|
(2)
|
Includes
$1,816.0 million
of cash consideration to the Seller for shares acquired and release of StarBev's pre-existing obligations to the Seller. Also, included is
$585.0 million
of pre-existing third-party debt immediately repaid in
|
(3)
|
Reflects the
$645.9 million
fair value of the convertible note issued to the Seller upon close of the Acquisition. See
Note 12, "Debt"
for further discussion.
|
|
Fair Value
|
||
|
(In millions)
|
||
Cash and cash equivalents
|
$
|
143.6
|
|
Current assets(1)
|
263.5
|
|
|
Properties
|
571.7
|
|
|
Other intangibles(2)
|
2,481.0
|
|
|
Other assets
|
36.7
|
|
|
Total assets acquired
|
$
|
3,496.5
|
|
Current liabilities(3)
|
849.0
|
|
|
Non-current liabilities(4)
|
456.1
|
|
|
Total liabilities assumed
|
$
|
1,305.1
|
|
Total identifiable net assets
|
$
|
2,191.4
|
|
Noncontrolling interest measured at fair value
|
40.6
|
|
|
Goodwill(5)
|
896.1
|
|
|
Total consideration
|
$
|
3,046.9
|
|
(1)
|
Includes trade receivables of
$167.5 million
and inventory of
$57.3 million
.
|
(2)
|
See Note 11, "Goodwill and Intangible Assets" for further discussion.
|
(3)
|
Includes the
$423.4 million
subordinated deferred payment obligation assumed, which was subsequently repaid for
$425.7 million
on June 29, 2012.
|
(4)
|
Includes
$404.0 million
of deferred tax liabilities.
|
(5)
|
The goodwill resulting from the Acquisition is primarily attributable to Central Europe's licensed brand brewing, distribution and import business, anticipated synergies and the assembled workforce. We assigned the majority of the goodwill to our Europe reporting unit with a portion allocated to the Canada reporting unit resulting from synergies. The goodwill is not deductible for tax purposes. See
Note 11, "Goodwill and Intangible Assets"
for further discussion.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Canada
|
$
|
558.2
|
|
|
$
|
582.9
|
|
|
$
|
953.8
|
|
|
$
|
985.2
|
|
Europe
|
586.2
|
|
|
383.5
|
|
|
992.6
|
|
|
646.9
|
|
||||
MCI
|
34.7
|
|
|
37.1
|
|
|
61.7
|
|
|
65.2
|
|
||||
Corporate
|
0.3
|
|
|
0.4
|
|
|
0.6
|
|
|
0.7
|
|
||||
Eliminations(1)
|
(1.4
|
)
|
|
(4.5
|
)
|
|
(2.2
|
)
|
|
(7.2
|
)
|
||||
Consolidated
|
$
|
1,178.0
|
|
|
$
|
999.4
|
|
|
$
|
2,006.5
|
|
|
$
|
1,690.8
|
|
(1)
|
Represents inter-segment sales from the Europe segment to the MCI segment.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Canada
|
$
|
137.3
|
|
|
$
|
139.9
|
|
|
$
|
173.7
|
|
|
$
|
183.8
|
|
U.S.
|
172.6
|
|
|
185.6
|
|
|
290.0
|
|
|
304.5
|
|
||||
Europe
|
81.6
|
|
|
28.7
|
|
|
77.9
|
|
|
30.0
|
|
||||
MCI
|
(3.3
|
)
|
|
(24.3
|
)
|
|
(9.4
|
)
|
|
(32.9
|
)
|
||||
Corporate
|
(75.8
|
)
|
|
(206.1
|
)
|
|
(178.4
|
)
|
|
(265.0
|
)
|
||||
Consolidated
|
$
|
312.4
|
|
|
$
|
123.8
|
|
|
$
|
353.8
|
|
|
$
|
220.4
|
|
|
As of
|
||||||
|
June 29, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
6,228.8
|
|
|
$
|
6,547.1
|
|
U.S.
|
2,516.6
|
|
|
2,431.8
|
|
||
Europe
|
6,661.5
|
|
|
6,742.4
|
|
||
MCI
|
78.2
|
|
|
92.0
|
|
||
Corporate
|
631.8
|
|
|
398.9
|
|
||
Consolidated
|
$
|
16,116.9
|
|
|
$
|
16,212.2
|
|
|
As of
|
||||||
|
June 30, 2013
|
|
December 31, 2012
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
1,069.0
|
|
|
$
|
841.4
|
|
Non-current assets
|
8,910.5
|
|
|
8,949.9
|
|
||
Total assets
|
$
|
9,979.5
|
|
|
$
|
9,791.3
|
|
Current liabilities
|
$
|
952.3
|
|
|
$
|
958.5
|
|
Non-current liabilities
|
1,498.1
|
|
|
1,537.5
|
|
||
Total liabilities
|
2,450.4
|
|
|
2,496.0
|
|
||
Noncontrolling interests
|
28.6
|
|
|
28.4
|
|
||
Owners' equity
|
7,500.5
|
|
|
7,266.9
|
|
||
Total liabilities and equity
|
$
|
9,979.5
|
|
|
$
|
9,791.3
|
|
|
As of
|
||||||
|
June 30, 2013
|
|
December 31, 2012
|
||||
|
(In millions, except percentages)
|
||||||
MillerCoors owners' equity
|
$
|
7,500.5
|
|
|
$
|
7,266.9
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC proportionate share in MillerCoors' equity
|
3,150.2
|
|
|
3,052.1
|
|
||
Difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(1)
|
(668.6
|
)
|
|
(670.8
|
)
|
||
Accounting policy elections
|
35.0
|
|
|
35.0
|
|
||
Timing differences of cash contributions and distributions as a result of different fiscal periods
|
—
|
|
|
15.5
|
|
||
Investment in MillerCoors
|
$
|
2,516.6
|
|
|
$
|
2,431.8
|
|
(1)
|
Our net investment in MillerCoors is based on the carrying values of the net assets contributed to the joint venture which is less than our proportional share of underlying equity (
42%
) of MillerCoors (contributed by both Coors Brewing Company ("CBC") and Miller Brewing Company ("Miller")). This basis difference, with the exception of
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Net sales
|
$
|
2,159.0
|
|
|
$
|
2,224.0
|
|
|
$
|
3,947.3
|
|
|
$
|
3,983.8
|
|
Cost of goods sold
|
(1,270.1
|
)
|
|
(1,311.8
|
)
|
|
(2,358.8
|
)
|
|
(2,381.8
|
)
|
||||
Gross profit
|
$
|
888.9
|
|
|
$
|
912.2
|
|
|
$
|
1,588.5
|
|
|
$
|
1,602.0
|
|
Operating income
|
$
|
417.9
|
|
|
$
|
444.4
|
|
|
$
|
692.4
|
|
|
$
|
723.4
|
|
Net income attributable to MillerCoors
|
$
|
412.7
|
|
|
$
|
438.3
|
|
|
$
|
684.6
|
|
|
$
|
713.6
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||
Net income attributable to MillerCoors
|
$
|
412.7
|
|
|
$
|
438.3
|
|
|
$
|
684.6
|
|
|
$
|
713.6
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
||||
MCBC proportionate share of MillerCoors net income
|
173.3
|
|
|
184.1
|
|
|
287.5
|
|
|
299.7
|
|
||||
Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors
|
1.0
|
|
|
1.5
|
|
|
2.2
|
|
|
1.9
|
|
||||
Share-based compensation adjustment(1)
|
(1.7
|
)
|
|
—
|
|
|
0.3
|
|
|
2.9
|
|
||||
Equity income in MillerCoors
|
$
|
172.6
|
|
|
$
|
185.6
|
|
|
$
|
290.0
|
|
|
$
|
304.5
|
|
(1)
|
The net adjustment is to eliminate all share-based compensation impacts related to pre-existing SABMiller plc equity awards held by former Miller employees now employed by MillerCoors.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Beer sales to MillerCoors
|
$
|
4.5
|
|
|
$
|
5.3
|
|
|
$
|
8.9
|
|
|
$
|
10.2
|
|
Beer purchases from MillerCoors
|
$
|
3.9
|
|
|
$
|
3.1
|
|
|
$
|
7.0
|
|
|
$
|
5.4
|
|
Service agreement costs and other charges to MillerCoors
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
1.3
|
|
|
$
|
2.0
|
|
Service agreement costs and other charges from MillerCoors
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
As of
|
||||||||||||||
|
June 29, 2013
|
|
December 29, 2012
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
7.2
|
|
|
$
|
2.2
|
|
|
$
|
10.0
|
|
|
$
|
5.6
|
|
Cobra U.K.
|
$
|
31.5
|
|
|
$
|
1.8
|
|
|
$
|
33.2
|
|
|
$
|
3.3
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Pre-tax compensation expense
|
$
|
4.3
|
|
|
$
|
5.1
|
|
|
$
|
15.4
|
|
|
$
|
10.1
|
|
Tax benefit
|
(1.1
|
)
|
|
(1.4
|
)
|
|
(4.5
|
)
|
|
(3.0
|
)
|
||||
After-tax compensation expense
|
$
|
3.2
|
|
|
$
|
3.7
|
|
|
$
|
10.9
|
|
|
$
|
7.1
|
|
|
Shares outstanding
|
|
Weighted-average
exercise price per
share
|
|
Weighted-average
remaining
contractual life
(years)
|
|
Aggregate
intrinsic value
|
||
|
(In millions, except per share amounts and years)
|
||||||||
Outstanding as of December 29, 2012
|
6.0
|
|
$40.55
|
|
4.05
|
|
$
|
23.2
|
|
Granted
|
0.2
|
|
$45.22
|
|
|
|
|
||
Exercised
|
(1.8)
|
|
$36.04
|
|
|
|
|
||
Forfeited
|
—
|
|
$—
|
|
|
|
|
||
Outstanding as of June 29, 2013
|
4.4
|
|
$42.56
|
|
4.35
|
|
$
|
27.8
|
|
Exercisable at June 29, 2013
|
3.8
|
|
$42.32
|
|
3.68
|
|
$
|
25.4
|
|
|
RSUs and DSUs
|
|
PUs
|
|
PSUs
|
|||||||||
|
Units
|
|
Weighted-average
grant date fair value
per unit
|
|
Units
|
|
Weighted-average
grant date fair value
per unit
|
|
Units
|
|
Weighted-average
grant date fair value
per unit
|
|||
|
(In millions, except per unit amounts)
|
|||||||||||||
Non-vested as of December 29, 2012
|
0.7
|
|
|
$43.06
|
|
1.7
|
|
|
$10.90
|
|
—
|
|
|
$—
|
Granted
|
0.3
|
|
|
$42.58
|
|
—
|
|
|
$—
|
|
0.2
|
|
|
$43.10
|
Vested
|
(0.2
|
)
|
|
$43.15
|
|
(0.6
|
)
|
|
$11.64
|
|
—
|
|
|
$—
|
Forfeited
|
—
|
|
|
$—
|
|
(0.1
|
)
|
|
$7.53
|
|
—
|
|
|
$—
|
Non-vested as of June 29, 2013
|
0.8
|
|
|
$42.92
|
|
1.0
|
|
|
$6.91
|
|
0.2
|
|
|
$43.10
|
|
Twenty-Six Weeks Ended
|
||
|
June 29, 2013
|
|
June 30, 2012
|
Risk-free interest rate
|
1.43%
|
|
1.56%
|
Dividend yield
|
2.88%
|
|
2.98%
|
Volatility range
|
22.39%-25.90%
|
|
25.80%-27.56%
|
Weighted-average volatility
|
25.02%
|
|
25.84%
|
Expected term (years)
|
7.7
|
|
4.0-7.7
|
Weighted-average fair market value
|
$8.39
|
|
$8.18
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Employee related charges
|
|
|
|
|
|
|
|
||||||||
Restructuring
(1)
|
|
|
|
|
|
|
|
||||||||
Canada
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
1.6
|
|
Europe
|
(0.3
|
)
|
|
4.5
|
|
|
3.0
|
|
|
6.3
|
|
||||
MCI
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
0.3
|
|
|
1.1
|
|
||||
Special termination benefits
|
|
|
|
|
|
|
|
||||||||
Canada(2)
|
0.6
|
|
|
1.4
|
|
|
1.4
|
|
|
1.9
|
|
||||
Impairments or asset abandonment charges
|
|
|
|
|
|
|
|
||||||||
Europe - Asset abandonment(3)
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||
MCI - China impairments and related costs(4)
|
0.8
|
|
|
10.4
|
|
|
0.8
|
|
|
10.4
|
|
||||
Unusual or infrequent items
|
|
|
|
|
|
|
|
||||||||
Canada - Flood insurance loss (reimbursement)(5)
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||
Europe - Release of non-income-related tax reserve(6)
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
(3.5
|
)
|
||||
Total Special items, net
|
$
|
1.3
|
|
|
$
|
21.2
|
|
|
$
|
2.8
|
|
|
$
|
22.7
|
|
(1)
|
During 2013 and 2012, we recognized expenses associated with restructuring programs focused on labor savings and organizational effectiveness across all functions. As a result, we have reduced headcount by approximately
660
employees since the start of 2012.
|
(2)
|
During the
second
quarter and
first half
of 2013 and 2012, we recognized charges related to special termination benefits as eligible employees elected early retirement offered as a result of the ratification of collective bargaining agreements with MCC's brewery groups.
|
(3)
|
During the second quarter of 2012, we recognized an asset abandonment charge related to the discontinuation of primary packaging in the U.K. We determined that our Home Draft package was not meeting expectations driven by a lack of demand in the U.K. market and as a result, we recognized a loss related to the write-off of the Home Draft packaging line, tooling equipment and packaging materials inventory.
|
(4)
|
See Note 11, "Goodwill and Intangible Assets" for detail related to the impairment of goodwill and definite-lived intangible assets in our joint venture in China recorded in the second quarter of 2012.
|
(5)
|
In the second quarter and first half of 2012, we received insurance proceeds in excess of expenses incurred related to the flood damages at our Toronto offices.
|
(6)
|
During 2009, we established a non-income-related tax reserve of
$10.4 million
that was recorded as a special item. The amounts recorded in 2013 and 2012 represent the release of this reserve as a result of a change in estimate. As a result, the remaining amount of this non-income-related tax reserve was fully released in the first quarter of 2013.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total at December 29, 2012
|
$
|
7.1
|
|
|
$
|
13.4
|
|
|
$
|
2.8
|
|
|
$
|
1.5
|
|
|
$
|
24.8
|
|
Charges incurred
|
1.4
|
|
|
3.0
|
|
|
0.1
|
|
|
0.3
|
|
|
4.8
|
|
|||||
Payments made
|
(4.8
|
)
|
|
(7.4
|
)
|
|
(2.1
|
)
|
|
(1.4
|
)
|
|
(15.7
|
)
|
|||||
Foreign currency and other adjustments
|
5.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|||||
Total at June 29, 2013
|
$
|
8.8
|
|
|
$
|
8.4
|
|
|
$
|
0.8
|
|
|
$
|
0.4
|
|
|
$
|
18.4
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Bridge facility fees(1)
|
$
|
—
|
|
|
$
|
(13.0
|
)
|
|
$
|
—
|
|
|
$
|
(13.0
|
)
|
Euro currency purchase loss(2)
|
—
|
|
|
(57.9
|
)
|
|
—
|
|
|
(57.9
|
)
|
||||
Gain on sale of non-operating asset(3)
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
||||
Gain (loss) from other foreign exchange and derivative activity(4)
|
(8.8
|
)
|
|
(0.6
|
)
|
|
(6.1
|
)
|
|
(2.3
|
)
|
||||
Other, net
|
1.5
|
|
|
1.0
|
|
|
1.9
|
|
|
1.3
|
|
||||
Other income (expense), net
|
$
|
(7.3
|
)
|
|
$
|
(70.5
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(71.9
|
)
|
(1)
|
We incurred costs in connection with the issuance and subsequent termination of the bridge loan agreement entered into concurrent with the announcement of the Acquisition during the second quarter of 2012.
|
(2)
|
In connection with the Acquisition, we used the proceeds from our issuance of the
$1.9 billion
senior notes to purchase Euros. As a result of a negative foreign exchange movement between the Euro and USD prior to using these proceeds to fund the Acquisition, we realized a foreign exchange loss on our Euro cash holdings during the second quarter of 2012.
|
(3)
|
During the first quarter of 2013, we realized a gain for proceeds received related to a non-income-related tax settlement resulting from historical activity within our former investment in the Montreal Canadiens.
|
(4)
|
Included in this amount are unrealized losses of
$10.1 million
and gains of
$10.0 million
for the second quarter and first half of 2013, respectively, and unrealized losses of
$3.2 million
for the second quarter and first half of 2012, related to foreign currency movements on foreign-denominated financing instruments entered into in conjunction with the closing of the Acquisition. These amounts were partially offset by unrealized gains of
$3.9 million
and losses of
$6.7 million
for the second quarter and first half of 2013, respectively, related to foreign exchange contracts to hedge our risk associated with payments of this foreign-denominated debt. See
Note 12, "Debt"
and
Note 14, "Derivative Instruments and Hedging Activities"
for further discussion of financing activities related to the Acquisition. Additionally, we recorded losses related to other foreign exchange and derivative activity of
$2.6 million
and
$9.4 million
for the second quarter and first half of 2013, respectively. We recorded gains related to other foreign exchange and derivative activity of
$2.6 million
and
$0.9 million
for the second quarter and half of 2012, respectively.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Amounts attributable to MCBC
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
276.7
|
|
|
$
|
104.3
|
|
|
$
|
313.2
|
|
|
$
|
183.7
|
|
Income (loss) from discontinued operations, net of tax
|
1.7
|
|
|
0.8
|
|
|
0.8
|
|
|
0.9
|
|
||||
Net income (loss) attributable to MCBC
|
$
|
278.4
|
|
|
$
|
105.1
|
|
|
$
|
314.0
|
|
|
$
|
184.6
|
|
Weighted-average shares for basic EPS
|
182.9
|
|
|
180.8
|
|
|
182.3
|
|
|
180.6
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and SOSARs
|
0.7
|
|
|
0.4
|
|
|
0.7
|
|
|
0.5
|
|
||||
RSUs, PSUs, PUs and DSUs
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
||||
Weighted-average shares for diluted EPS
|
184.1
|
|
|
181.6
|
|
|
183.5
|
|
|
181.6
|
|
||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations attributable to MCBC
|
$
|
1.51
|
|
|
$
|
0.58
|
|
|
$
|
1.72
|
|
|
$
|
1.02
|
|
Discontinued operations attributable to MCBC
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic net income (loss) attributable to MCBC
|
$
|
1.52
|
|
|
$
|
0.58
|
|
|
$
|
1.72
|
|
|
$
|
1.02
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations attributable to MCBC
|
$
|
1.50
|
|
|
$
|
0.57
|
|
|
$
|
1.71
|
|
|
$
|
1.01
|
|
Discontinued operations attributable to MCBC
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted net income (loss) attributable to MCBC
|
$
|
1.51
|
|
|
$
|
0.57
|
|
|
$
|
1.71
|
|
|
$
|
1.01
|
|
Dividends declared and paid per share
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||
|
(In millions)
|
||||||||||
Stock options, SOSARs and RSUs
|
0.2
|
|
|
2.1
|
|
|
0.2
|
|
|
1.4
|
|
Shares of Class B common stock issuable upon assumed conversion of the 2.5% Convertible Senior Notes(1)
|
11.1
|
|
|
10.9
|
|
|
11.1
|
|
|
10.9
|
|
Warrants to issue shares of Class B common stock(1)
|
11.1
|
|
|
10.9
|
|
|
11.1
|
|
|
10.9
|
|
Shares of Class B common stock issuable upon assumed conversion of the €500 million Convertible Note(2)
|
0.7
|
|
|
0.4
|
|
|
0.4
|
|
|
0.2
|
|
Total anti-dilutive securities
|
23.1
|
|
|
24.3
|
|
|
22.8
|
|
|
23.4
|
|
(1)
|
In June 2007, we issued
$575 million
of senior convertible notes due July 2013. The impact of a net share settlement of the conversion amount at maturity will begin to dilute earnings per share if and when our stock price reaches
$51.83
. The impact of stock that could be issued to settle share obligations we could have under the warrants we issued simultaneously with the senior convertible notes issuance will begin to dilute earnings per share when our stock
|
(2)
|
Upon closing of the Acquisition in June 2012, we issued a
€500 million
Zero Coupon Senior Unsecured Convertible Note due 2013 to the Seller. The impact of a net share settlement of the conversion amount at maturity will begin to dilute earnings per share if and when our stock price reaches
$50.61
based on foreign exchange rates at
June 29, 2013
. See further discussion in
Note 12, "Debt"
.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at December 29, 2012
|
$
|
764.0
|
|
|
$
|
1,680.9
|
|
|
$
|
8.2
|
|
|
$
|
2,453.1
|
|
Foreign currency translation
|
(38.7
|
)
|
|
(72.8
|
)
|
|
(0.7
|
)
|
|
(112.2
|
)
|
||||
Purchase price adjustment(1)
|
—
|
|
|
(15.4
|
)
|
|
—
|
|
|
(15.4
|
)
|
||||
Balance at June 29, 2013
|
$
|
725.3
|
|
|
$
|
1,592.7
|
|
|
$
|
7.5
|
|
|
$
|
2,325.5
|
|
(1)
|
On June 15, 2012, we completed the Acquisition. See
Note 3, "Acquisition of StarBev"
for further discussion. During the second quarter of 2013, we finalized purchase accounting with a resulting reduction to Europe goodwill in the first half of 2013 of
$15.4 million
. We assigned the majority of the goodwill resulting from the Acquisition to our Europe reporting unit with a portion allocated to the Canada reporting unit resulting from synergies. The allocation of goodwill to our Canada reporting unit was not impacted by the changes made in the first half of 2013 and is now final.
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 40
|
|
$
|
459.6
|
|
|
$
|
(205.9
|
)
|
|
$
|
253.7
|
|
Distribution rights
|
2 - 23
|
|
332.3
|
|
|
(248.5
|
)
|
|
83.8
|
|
|||
Patents and technology and distribution channels
|
3 - 10
|
|
33.2
|
|
|
(29.7
|
)
|
|
3.5
|
|
|||
Favorable contracts, land use rights and other
|
2 - 42
|
|
12.3
|
|
|
(8.4
|
)
|
|
3.9
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
5,625.4
|
|
|
—
|
|
|
5,625.4
|
|
|||
Distribution networks
|
Indefinite
|
|
961.7
|
|
|
—
|
|
|
961.7
|
|
|||
Other
|
Indefinite
|
|
15.4
|
|
|
—
|
|
|
15.4
|
|
|||
Total
|
|
|
$
|
7,439.9
|
|
|
$
|
(492.5
|
)
|
|
$
|
6,947.4
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 40
|
|
$
|
480.6
|
|
|
$
|
(205.7
|
)
|
|
$
|
274.9
|
|
Distribution rights
|
2 - 23
|
|
350.8
|
|
|
(255.0
|
)
|
|
95.8
|
|
|||
Patents and technology and distribution channels
|
3 - 10
|
|
35.3
|
|
|
(31.1
|
)
|
|
4.2
|
|
|||
Favorable contracts, land use rights and other
|
2 - 42
|
|
13.6
|
|
|
(5.4
|
)
|
|
8.2
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
5,821.6
|
|
|
—
|
|
|
5,821.6
|
|
|||
Distribution networks
|
Indefinite
|
|
1,014.7
|
|
|
—
|
|
|
1,014.7
|
|
|||
Other
|
Indefinite
|
|
15.4
|
|
|
—
|
|
|
15.4
|
|
|||
Total
|
|
|
$
|
7,732.0
|
|
|
$
|
(497.2
|
)
|
|
$
|
7,234.8
|
|
Fiscal year
|
Amount
|
||
|
(In millions)
|
||
2013 - remaining
|
$
|
22.9
|
|
2014
|
$
|
37.9
|
|
2015
|
$
|
35.4
|
|
2016
|
$
|
35.4
|
|
2017
|
$
|
22.0
|
|
|
As of
|
||||||
|
June 29, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
$575 million 2.5% convertible notes due 2013(1)
|
$
|
575.0
|
|
|
$
|
575.0
|
|
€500 million 0.0% convertible note due 2013(2)
|
685.2
|
|
|
668.7
|
|
||
Canadian Dollar ("CAD") 900 million 5.0% notes due 2015
|
855.6
|
|
|
902.7
|
|
||
CAD 500 million 3.95% Series A notes due 2017
|
475.3
|
|
|
501.5
|
|
||
$300 million 2.0% notes due 2017
|
300.0
|
|
|
300.0
|
|
||
$500 million 3.5% notes due 2022
|
500.0
|
|
|
500.0
|
|
||
$1.1 billion 5.0% notes due 2042
|
1,100.0
|
|
|
1,100.0
|
|
||
€120 million term loan due 2016(3)
|
69.9
|
|
|
123.9
|
|
||
Other long-term debt
|
0.5
|
|
|
0.5
|
|
||
Commercial paper(4)
|
—
|
|
|
—
|
|
||
Credit facilities(4)
|
—
|
|
|
—
|
|
||
Less: unamortized debt discounts and other
|
(7.2
|
)
|
|
(17.4
|
)
|
||
Total long-term debt (including current portion)
|
4,554.3
|
|
|
4,654.9
|
|
||
Less: current portion of long-term debt
|
(1,258.6
|
)
|
|
(1,232.4
|
)
|
||
Total long-term debt
|
$
|
3,295.7
|
|
|
$
|
3,422.5
|
|
|
|
|
|
||||
Short-term borrowings
|
$
|
13.8
|
|
|
$
|
13.2
|
|
Current portion of long-term debt
|
1,258.6
|
|
|
1,232.4
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
1,272.4
|
|
|
$
|
1,245.6
|
|
(1)
|
Our
$575 million
convertible notes matured and were repaid on July 30, 2013, for their face value of
$575 million
. Any required premium payment, based on our weighted average stock price exceeding the then-applicable conversion price during each of the
25
trading days following the maturity date, will be payable in September 2013. However, this payable is hedged by call options that mitigate our exposure up to our stock price reaching
$66.35
. Separately, the warrants entered into concurrent with these call options, pursuant to which we may be required to issue Class B common stock to the counterparty when our stock price reaches
$66.35
, remain outstanding and will expire on February 20, 2014. On June 29, 2013, and at maturity, the convertible notes' if-converted value did not exceed the principal. The original conversion price for each
$1,000
aggregate principal amount of notes was
$54.76
per share of our Class B common stock, which represented a
25%
premium above the stock price on the day of issuance of the notes and corresponded to the initial conversion ratio of
18.263
shares per each
$1,000
aggregate principal amount of notes. The conversion ratio and conversion price were subject to adjustments for certain events and provisions, as defined in the indenture, including adjustments reflected for exceeding defined thresholds related to our dividend payments. At the maturity date our conversion price and ratio were
$51.8284
and
19.2944
shares, respectively.
|
(2)
|
On June 15, 2012, we issued a
€500 million
Zero
Coupon Senior Unsecured Convertible Note due 2013 (the ''Convertible Note'') to the Seller in conjunction with the closing of the Acquisition. The Convertible Note matures on December 31, 2013, and is a senior unsecured obligation guaranteed by MCBC. The Seller has the ability to exercise a put right with respect to the Convertible Note as of March 14, 2013, (the “First Redemption Date”) and ending on December 19, 2013, for the greater of the principal amount of the Convertible Note or the aggregate cash value of
12,894,044
shares of our Class B Common Stock, as adjusted for certain corporate events. The Convertible Note's embedded conversion feature was determined to meet the definition of a derivative required to be bifurcated and separately accounted for at fair value with changes in fair value recorded in earnings. At issuance, we recorded a liability of
$15.2 million
related to the conversion feature. The Convertible Note was issued at a discount of
$1.3 million
, which has been recognized as interest expense over the period from issuance to the First Redemption Date.
|
(3)
|
During the second quarter of 2013, we made principal repayments of
$52.0 million
(
€40.0 million
) on the remaining balance of our
€120 million
term loan, resulting in an outstanding carrying balance of
$69.9 million
(
€53.7 million
) at June 29, 2013.
|
(4)
|
In the first quarter of 2013, a
$950 million
commercial paper program was approved and implemented. The commercial paper program is supported by our
$550 million
and
$400 million
revolving credit facilities. As of
June 29, 2013
, there were
no
outstanding borrowings under the commercial paper program.
|
|
MCBC shareholders
|
||||||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Gain (loss) on
derivative
instruments
|
|
Pension and
postretirement
benefit
adjustments
|
|
Equity method
investments
|
|
Accumulated
other
comprehensive
income (loss)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
As of December 29, 2012
|
$
|
1,187.5
|
|
|
$
|
(17.7
|
)
|
|
$
|
(844.1
|
)
|
|
$
|
(398.0
|
)
|
|
$
|
(72.3
|
)
|
Foreign currency translation adjustments
|
(367.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(367.9
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
53.2
|
|
|
—
|
|
|
—
|
|
|
53.2
|
|
|||||
Reclassification of derivative (gains) losses to income
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Amortization of net prior service (benefits) costs and net actuarial (gains) losses to income
|
—
|
|
|
—
|
|
|
26.8
|
|
|
—
|
|
|
26.8
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.3
|
)
|
|
(15.3
|
)
|
|||||
Tax adjustment related to investment in MillerCoors AOCI reclassification(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
|
34.3
|
|
|||||
Tax benefit (expense)
|
27.2
|
|
|
(19.9
|
)
|
|
(2.9
|
)
|
|
5.8
|
|
|
10.2
|
|
|||||
As of June 29, 2013
|
$
|
846.8
|
|
|
$
|
14.3
|
|
|
$
|
(820.2
|
)
|
|
$
|
(373.2
|
)
|
|
$
|
(332.3
|
)
|
(1)
|
During the first quarter of 2013, we recorded a tax adjustment related to the reclassification of amounts from the investment in MillerCoors to AOCI that was recorded in the fourth quarter of 2012, to reflect our proportional share of MillerCoors AOCI at formation. We made this reclassification in 2012 as we believe the new presentation provides improved transparency of our share of MillerCoors AOCI. This tax adjustment, which should have been made in 2012 with the reclassification, was not material to either the current or prior period financial statements taken as a whole and therefore prior periods do not reflect the adjustment.
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
|
|
||||
|
|
June 29, 2013
|
|
June 29, 2013
|
|
|
||||
|
|
Reclassifications from AOCI
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||
|
|
(In millions)
|
|
|
||||||
Gains/(losses) on cash flow hedges:
|
|
|
|
|
|
|
||||
Forward starting interest rate swaps
|
|
$
|
(0.4
|
)
|
|
$
|
(0.8
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
0.5
|
|
|
0.4
|
|
|
Other income (expense), net
|
||
Foreign currency forwards
|
|
1.2
|
|
|
1.7
|
|
|
Cost of goods sold
|
||
Commodity swaps
|
|
0.2
|
|
|
—
|
|
|
Cost of goods sold
|
||
Total income (loss) reclassified, before tax
|
|
1.5
|
|
|
1.3
|
|
|
|
||
Income tax benefit (expense)
|
|
(0.7
|
)
|
|
(0.6
|
)
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
||||
Prior service benefit (cost)
|
|
$
|
0.7
|
|
|
$
|
1.4
|
|
|
(1)
|
Net actuarial gains (losses)
|
|
(14.0
|
)
|
|
(28.2
|
)
|
|
(1)
|
||
Total income (loss) reclassified, before tax
|
|
(13.3
|
)
|
|
(26.8
|
)
|
|
|
||
Income tax benefit (expense)
|
|
—
|
|
|
2.9
|
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
(13.3
|
)
|
|
$
|
(23.9
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total income (loss) reclassified, net of tax
|
|
$
|
(12.5
|
)
|
|
$
|
(23.2
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 15, "Pension and Other Postretirement Benefits"
for additional details.
|
|
|
|
Fair value measurements as of June 29, 2013 Using
|
||||||||||||
|
Total at June 29, 2013
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Cross currency swaps
|
$
|
(155.8
|
)
|
|
$
|
—
|
|
|
$
|
(155.8
|
)
|
|
$
|
—
|
|
Foreign currency forwards
|
13.1
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
||||
Commodity swaps
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
||||
Equity conversion feature of debt
|
(34.7
|
)
|
|
—
|
|
|
—
|
|
|
(34.7
|
)
|
||||
Total
|
$
|
(180.5
|
)
|
|
$
|
—
|
|
|
$
|
(145.8
|
)
|
|
$
|
(34.7
|
)
|
|
|
|
Fair value measurements as of December 29, 2012 Using
|
||||||||||||
|
Total at December 29, 2012
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Cross currency swaps
|
$
|
(220.4
|
)
|
|
$
|
—
|
|
|
$
|
(220.4
|
)
|
|
$
|
—
|
|
Foreign currency forwards
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
||||
Commodity swaps
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
||||
Equity conversion feature of debt
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
||||
Total
|
$
|
(232.5
|
)
|
|
$
|
—
|
|
|
$
|
(224.6
|
)
|
|
$
|
(7.9
|
)
|
|
Rollforward of Level 3 Inputs
|
||
|
(In millions)
|
||
Total at December 29, 2012
|
$
|
(7.9
|
)
|
Total losses (realized/unrealized)
|
|
||
Included in earnings
|
(26.8
|
)
|
|
Included in other comprehensive income
|
—
|
|
|
Purchases
|
—
|
|
|
Sales
|
—
|
|
|
Issuances
|
—
|
|
|
Settlements
|
—
|
|
|
Net transfers in/out of Level 3
|
—
|
|
|
Total at June 29, 2013
|
$
|
(34.7
|
)
|
Unrealized losses for Level 3 assets/liabilities outstanding at June 29, 2013
|
$
|
(26.8
|
)
|
|
Balance at June 29, 2013
|
Valuation Technique
|
Significant Unobservable Input(s)/Sensitivity of the Fair Value to Changes in the Unobservable Inputs
|
Range
|
||
|
(In millions)
|
|
|
|
||
Equity conversion feature of debt
|
$
|
(34.7
|
)
|
Option model
|
Implied volatility(1)
|
21-30%
|
(1)
|
Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.
|
For the Thirteen Weeks Ended June 29, 2013
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective
portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI on
derivative
(effective portion)
|
|
Location of gain (loss)
recognized in income on
derivative (ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(0.4
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
14.8
|
|
|
Other income (expense), net
|
|
0.5
|
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
1.2
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
|
(0.6
|
)
|
|
Cost of goods sold
|
|
0.2
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
14.2
|
|
|
|
|
$
|
1.5
|
|
|
|
|
$
|
—
|
|
For the Thirteen Weeks Ended June 29, 2013
|
||||||||||||||||
Derivatives and non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in
OCI (effective portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
(effective portion)
|
|
Location of gain (loss)
recognized in income
(ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Cross currency contracts
|
|
$
|
15.3
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
€120 million term loan due 2016
|
|
(1.7
|
)
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
13.6
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Thirteen Weeks Ended June 30, 2012
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective
portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI on
derivative
(effective portion)
|
|
Location of gain (loss)
recognized in income on
derivative (ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(0.4
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
5.2
|
|
|
Other income (expense), net
|
|
(0.4
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
(1.3
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
|
(0.6
|
)
|
|
Cost of goods sold
|
|
(0.4
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
4.6
|
|
|
|
|
$
|
(2.5
|
)
|
|
|
|
$
|
—
|
|
For the Thirteen Weeks Ended June 30, 2012
|
||||||||||||||||
Derivatives and non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in
OCI (effective portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
(effective portion)
|
|
Location of gain (loss)
recognized in income
(ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Cross currency contracts
|
|
$
|
7.3
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
7.3
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Twenty-Six Weeks Ended June 29, 2013
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective
portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI on
derivative
(effective portion)
|
|
Location of gain (loss)
recognized in income on
derivative (ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(0.8
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
23.7
|
|
|
Other income (expense), net
|
|
0.4
|
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
1.7
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
|
—
|
|
|
Cost of goods sold
|
|
—
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
23.7
|
|
|
|
|
$
|
1.3
|
|
|
|
|
$
|
—
|
|
For the Twenty-Six Weeks Ended June 29, 2013
|
||||||||||||||||
Derivatives and non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in OCI
(effective portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
(effective portion)
|
|
Location of gain (loss)
recognized in income
(ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Cross currency contracts
|
|
$
|
29.5
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
€120 million term loan due 2016
|
|
2.0
|
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
31.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Twenty-Six Weeks Ended June 30, 2012
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective
portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI on
derivative
(effective portion)
|
|
Location of gain (loss)
recognized in income on
derivative (ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(0.8
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(2.8
|
)
|
|
Other income (expense), net
|
|
(1.0
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
(2.4
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
|
0.7
|
|
|
Cost of goods sold
|
|
(0.7
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(2.1
|
)
|
|
|
|
$
|
(4.9
|
)
|
|
|
|
$
|
—
|
|
For the Twenty-Six Weeks Ended June 30, 2012
|
||||||||||||||||
Derivatives and non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in OCI
(effective portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
(effective portion)
|
|
Location of gain (loss)
recognized in income
(ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Cross currency contracts
|
|
$
|
(13.2
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
(13.2
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Thirteen Weeks Ended June 29, 2013
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Equity conversion feature of debt
|
|
Interest expense, net
|
|
$
|
3.2
|
|
|
|
Other income (expense), net
|
|
(0.5
|
)
|
|
Commodity swaps
|
|
Cost of goods sold
|
|
(1.5
|
)
|
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
3.9
|
|
|
Total
|
|
|
|
$
|
5.1
|
|
For the Thirteen Weeks Ended June 30, 2012
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Equity conversion feature of debt
|
|
Interest expense, net
|
|
$
|
(5.6
|
)
|
Commodity swaps
|
|
Cost of goods sold
|
|
0.5
|
|
|
Treasury locks(1)
|
|
Interest expense, net
|
|
(39.2
|
)
|
|
Total
|
|
|
|
$
|
(44.3
|
)
|
(1)
|
Entered into to remove a portion of our interest rate market risk in connection with debt issued to fund the Acquisition.
|
|
For the Thirteen Weeks Ended
|
||||||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost - benefits earned during the year
|
$
|
4.0
|
|
|
$
|
0.9
|
|
|
$
|
4.9
|
|
|
$
|
4.2
|
|
|
$
|
0.7
|
|
|
$
|
4.9
|
|
Interest cost on projected benefit obligation
|
38.8
|
|
|
1.8
|
|
|
40.6
|
|
|
41.4
|
|
|
1.9
|
|
|
43.3
|
|
||||||
Expected return on plan assets
|
(44.0
|
)
|
|
—
|
|
|
(44.0
|
)
|
|
(43.7
|
)
|
|
—
|
|
|
(43.7
|
)
|
||||||
Amortization of prior service cost (benefit)
|
0.2
|
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
0.2
|
|
|
(0.9
|
)
|
|
(0.7
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
14.1
|
|
|
(0.1
|
)
|
|
14.0
|
|
|
9.8
|
|
|
(0.1
|
)
|
|
9.7
|
|
||||||
Less: expected participant contributions
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Net periodic pension and OPEB cost
|
$
|
12.8
|
|
|
$
|
1.7
|
|
|
$
|
14.5
|
|
|
$
|
11.5
|
|
|
$
|
1.6
|
|
|
$
|
13.1
|
|
|
For the Twenty-Six Weeks Ended
|
||||||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost - benefits earned during the year
|
$
|
8.0
|
|
|
$
|
1.8
|
|
|
$
|
9.8
|
|
|
$
|
8.4
|
|
|
$
|
1.4
|
|
|
$
|
9.8
|
|
Interest cost on projected benefit obligation
|
78.2
|
|
|
3.6
|
|
|
81.8
|
|
|
82.5
|
|
|
3.9
|
|
|
86.4
|
|
||||||
Expected return on plan assets
|
(88.7
|
)
|
|
—
|
|
|
(88.7
|
)
|
|
(87.2
|
)
|
|
—
|
|
|
(87.2
|
)
|
||||||
Amortization of prior service cost (benefit)
|
0.4
|
|
|
(1.8
|
)
|
|
(1.4
|
)
|
|
0.4
|
|
|
(1.8
|
)
|
|
(1.4
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
28.4
|
|
|
(0.2
|
)
|
|
28.2
|
|
|
19.6
|
|
|
(0.2
|
)
|
|
19.4
|
|
||||||
Less: expected participant contributions
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||||
Net periodic pension and OPEB cost
|
$
|
25.7
|
|
|
$
|
3.4
|
|
|
$
|
29.1
|
|
|
$
|
22.9
|
|
|
$
|
3.3
|
|
|
$
|
26.2
|
|
•
|
trust management costs are included in projections with regard to the
$120 million
threshold, but are expensed only as incurred;
|
•
|
income taxes, which we believe are not an included cost, are excluded from projections with regard to the
$120 million
threshold;
|
•
|
a
2.5%
inflation rate for future costs; and
|
•
|
certain operations and maintenance costs were discounted using a
3.02%
risk-free rate of return.
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
9.6
|
|
|
$
|
1,310.9
|
|
|
$
|
406.6
|
|
|
$
|
(67.4
|
)
|
|
$
|
1,659.7
|
|
Excise taxes
|
—
|
|
|
(391.5
|
)
|
|
(90.2
|
)
|
|
—
|
|
|
(481.7
|
)
|
|||||
Net sales
|
9.6
|
|
|
919.4
|
|
|
316.4
|
|
|
(67.4
|
)
|
|
1,178.0
|
|
|||||
Cost of goods sold
|
—
|
|
|
(521.7
|
)
|
|
(219.3
|
)
|
|
56.9
|
|
|
(684.1
|
)
|
|||||
Gross profit
|
9.6
|
|
|
397.7
|
|
|
97.1
|
|
|
(10.5
|
)
|
|
493.9
|
|
|||||
Marketing, general and administrative expenses
|
(27.8
|
)
|
|
(187.1
|
)
|
|
(99.9
|
)
|
|
10.5
|
|
|
(304.3
|
)
|
|||||
Special items, net
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Equity income (loss) in subsidiaries
|
252.2
|
|
|
(119.2
|
)
|
|
152.1
|
|
|
(285.1
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
172.6
|
|
|
—
|
|
|
—
|
|
|
172.6
|
|
|||||
Operating income (loss)
|
233.3
|
|
|
263.8
|
|
|
148.9
|
|
|
(285.1
|
)
|
|
360.9
|
|
|||||
Interest income (expense), net
|
(27.7
|
)
|
|
84.0
|
|
|
(97.5
|
)
|
|
—
|
|
|
(41.2
|
)
|
|||||
Other income (expense), net
|
15.0
|
|
|
(10.2
|
)
|
|
(12.1
|
)
|
|
—
|
|
|
(7.3
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
220.6
|
|
|
337.6
|
|
|
39.3
|
|
|
(285.1
|
)
|
|
312.4
|
|
|||||
Income tax benefit (expense)
|
57.8
|
|
|
(88.5
|
)
|
|
(3.4
|
)
|
|
—
|
|
|
(34.1
|
)
|
|||||
Net income (loss) from continuing operations
|
278.4
|
|
|
249.1
|
|
|
35.9
|
|
|
(285.1
|
)
|
|
278.3
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Net income (loss) including noncontrolling interests
|
278.4
|
|
|
249.1
|
|
|
37.6
|
|
|
(285.1
|
)
|
|
280.0
|
|
|||||
Add back (less): Loss (net income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
278.4
|
|
|
$
|
249.1
|
|
|
$
|
36.0
|
|
|
$
|
(285.1
|
)
|
|
$
|
278.4
|
|
Comprehensive income attributable to MCBC
|
$
|
225.9
|
|
|
$
|
179.3
|
|
|
$
|
53.3
|
|
|
$
|
(232.6
|
)
|
|
$
|
225.9
|
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
7.7
|
|
|
$
|
1,328.9
|
|
|
$
|
162.9
|
|
|
$
|
(58.6
|
)
|
|
$
|
1,440.9
|
|
Excise taxes
|
—
|
|
|
(410.8
|
)
|
|
(30.7
|
)
|
|
—
|
|
|
(441.5
|
)
|
|||||
Net sales
|
7.7
|
|
|
918.1
|
|
|
132.2
|
|
|
(58.6
|
)
|
|
999.4
|
|
|||||
Cost of goods sold
|
—
|
|
|
(508.2
|
)
|
|
(120.7
|
)
|
|
48.8
|
|
|
(580.1
|
)
|
|||||
Gross profit
|
7.7
|
|
|
409.9
|
|
|
11.5
|
|
|
(9.8
|
)
|
|
419.3
|
|
|||||
Marketing, general and administrative expenses
|
(50.9
|
)
|
|
(219.7
|
)
|
|
(44.0
|
)
|
|
9.8
|
|
|
(304.8
|
)
|
|||||
Special items, net
|
—
|
|
|
(10.8
|
)
|
|
(10.4
|
)
|
|
—
|
|
|
(21.2
|
)
|
|||||
Equity income (loss) in subsidiaries
|
205.3
|
|
|
(181.6
|
)
|
|
123.7
|
|
|
(147.4
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
185.6
|
|
|
—
|
|
|
—
|
|
|
185.6
|
|
|||||
Operating income (loss)
|
162.1
|
|
|
183.4
|
|
|
80.8
|
|
|
(147.4
|
)
|
|
278.9
|
|
|||||
Interest income (expense), net
|
(55.4
|
)
|
|
64.1
|
|
|
(93.3
|
)
|
|
—
|
|
|
(84.6
|
)
|
|||||
Other income (expense), net
|
(19.2
|
)
|
|
3.8
|
|
|
(55.1
|
)
|
|
—
|
|
|
(70.5
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
87.5
|
|
|
251.3
|
|
|
(67.6
|
)
|
|
(147.4
|
)
|
|
123.8
|
|
|||||
Income tax benefit (expense)
|
17.6
|
|
|
(52.8
|
)
|
|
9.3
|
|
|
—
|
|
|
(25.9
|
)
|
|||||
Net income (loss) from continuing operations
|
105.1
|
|
|
198.5
|
|
|
(58.3
|
)
|
|
(147.4
|
)
|
|
97.9
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Net income (loss) including noncontrolling interests
|
105.1
|
|
|
198.5
|
|
|
(57.5
|
)
|
|
(147.4
|
)
|
|
98.7
|
|
|||||
Add back (less): Loss (net income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|||||
Net income (loss) attributable to MCBC
|
$
|
105.1
|
|
|
$
|
198.5
|
|
|
$
|
(51.1
|
)
|
|
$
|
(147.4
|
)
|
|
$
|
105.1
|
|
Comprehensive income attributable to MCBC
|
$
|
55.7
|
|
|
$
|
125.6
|
|
|
$
|
(4.5
|
)
|
|
$
|
(121.1
|
)
|
|
$
|
55.7
|
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
13.5
|
|
|
$
|
2,283.7
|
|
|
$
|
647.0
|
|
|
$
|
(99.7
|
)
|
|
$
|
2,844.5
|
|
Excise taxes
|
—
|
|
|
(695.3
|
)
|
|
(142.7
|
)
|
|
—
|
|
|
(838.0
|
)
|
|||||
Net sales
|
13.5
|
|
|
1,588.4
|
|
|
504.3
|
|
|
(99.7
|
)
|
|
2,006.5
|
|
|||||
Cost of goods sold
|
—
|
|
|
(949.4
|
)
|
|
(366.0
|
)
|
|
84.2
|
|
|
(1,231.2
|
)
|
|||||
Gross profit
|
13.5
|
|
|
639.0
|
|
|
138.3
|
|
|
(15.5
|
)
|
|
775.3
|
|
|||||
Marketing, general and administrative expenses
|
(64.9
|
)
|
|
(366.1
|
)
|
|
(174.1
|
)
|
|
15.5
|
|
|
(589.6
|
)
|
|||||
Special items, net
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Equity income (loss) in subsidiaries
|
355.7
|
|
|
(265.6
|
)
|
|
193.5
|
|
|
(283.6
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
290.0
|
|
|
—
|
|
|
—
|
|
|
290.0
|
|
|||||
Operating income (loss)
|
303.3
|
|
|
296.3
|
|
|
156.9
|
|
|
(283.6
|
)
|
|
472.9
|
|
|||||
Interest income (expense), net
|
(53.7
|
)
|
|
132.1
|
|
|
(194.5
|
)
|
|
—
|
|
|
(116.1
|
)
|
|||||
Other income (expense), net
|
1.4
|
|
|
20.6
|
|
|
(25.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
251.0
|
|
|
449.0
|
|
|
(62.6
|
)
|
|
(283.6
|
)
|
|
353.8
|
|
|||||
Income tax benefit (expense)
|
63.0
|
|
|
(96.5
|
)
|
|
(4.1
|
)
|
|
—
|
|
|
(37.6
|
)
|
|||||
Net income (loss) from continuing operations
|
314.0
|
|
|
352.5
|
|
|
(66.7
|
)
|
|
(283.6
|
)
|
|
316.2
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Net income (loss) including noncontrolling interests
|
314.0
|
|
|
352.5
|
|
|
(65.9
|
)
|
|
(283.6
|
)
|
|
317.0
|
|
|||||
Add back (less): Loss (net income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
314.0
|
|
|
$
|
352.5
|
|
|
$
|
(68.9
|
)
|
|
$
|
(283.6
|
)
|
|
$
|
314.0
|
|
Comprehensive income attributable to MCBC
|
$
|
19.7
|
|
|
$
|
60.0
|
|
|
$
|
(162.9
|
)
|
|
$
|
102.9
|
|
|
$
|
19.7
|
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
13.2
|
|
|
$
|
2,311.6
|
|
|
$
|
222.6
|
|
|
$
|
(98.4
|
)
|
|
$
|
2,449.0
|
|
Excise taxes
|
—
|
|
|
(714.7
|
)
|
|
(43.5
|
)
|
|
—
|
|
|
(758.2
|
)
|
|||||
Net sales
|
13.2
|
|
|
1,596.9
|
|
|
179.1
|
|
|
(98.4
|
)
|
|
1,690.8
|
|
|||||
Cost of goods sold
|
—
|
|
|
(924.8
|
)
|
|
(175.2
|
)
|
|
81.1
|
|
|
(1,018.9
|
)
|
|||||
Gross profit
|
13.2
|
|
|
672.1
|
|
|
3.9
|
|
|
(17.3
|
)
|
|
671.9
|
|
|||||
Marketing, general and administrative expenses
|
(85.4
|
)
|
|
(421.7
|
)
|
|
(63.2
|
)
|
|
17.3
|
|
|
(553.0
|
)
|
|||||
Special items, net
|
(1.1
|
)
|
|
(11.2
|
)
|
|
(10.4
|
)
|
|
—
|
|
|
(22.7
|
)
|
|||||
Equity income (loss) in subsidiaries
|
290.2
|
|
|
(299.1
|
)
|
|
149.7
|
|
|
(140.8
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
304.5
|
|
|
—
|
|
|
—
|
|
|
304.5
|
|
|||||
Operating income (loss)
|
216.9
|
|
|
244.6
|
|
|
80.0
|
|
|
(140.8
|
)
|
|
400.7
|
|
|||||
Interest income (expense), net
|
(55.4
|
)
|
|
138.2
|
|
|
(191.2
|
)
|
|
—
|
|
|
(108.4
|
)
|
|||||
Other income (expense), net
|
(7.1
|
)
|
|
(8.9
|
)
|
|
(55.9
|
)
|
|
—
|
|
|
(71.9
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
154.4
|
|
|
373.9
|
|
|
(167.1
|
)
|
|
(140.8
|
)
|
|
220.4
|
|
|||||
Income tax benefit (expense)
|
30.2
|
|
|
(90.5
|
)
|
|
17.1
|
|
|
—
|
|
|
(43.2
|
)
|
|||||
Net income (loss) from continuing operations
|
184.6
|
|
|
283.4
|
|
|
(150.0
|
)
|
|
(140.8
|
)
|
|
177.2
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||
Net income (loss) including noncontrolling interests
|
184.6
|
|
|
283.4
|
|
|
(149.1
|
)
|
|
(140.8
|
)
|
|
178.1
|
|
|||||
Add back (less): Loss (net income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|||||
Net income (loss) attributable to MCBC
|
$
|
184.6
|
|
|
$
|
283.4
|
|
|
$
|
(142.6
|
)
|
|
$
|
(140.8
|
)
|
|
$
|
184.6
|
|
Comprehensive income attributable to MCBC
|
$
|
246.3
|
|
|
$
|
345.0
|
|
|
$
|
(105.1
|
)
|
|
$
|
(239.9
|
)
|
|
$
|
246.3
|
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
325.3
|
|
|
$
|
317.4
|
|
|
$
|
158.9
|
|
|
$
|
—
|
|
|
$
|
801.6
|
|
Accounts receivable, net
|
0.6
|
|
|
479.3
|
|
|
213.5
|
|
|
—
|
|
|
693.4
|
|
|||||
Other receivables, net
|
39.9
|
|
|
52.8
|
|
|
17.1
|
|
|
—
|
|
|
109.8
|
|
|||||
Total inventories, net
|
—
|
|
|
207.2
|
|
|
58.2
|
|
|
—
|
|
|
265.4
|
|
|||||
Other assets, net
|
12.2
|
|
|
73.6
|
|
|
48.9
|
|
|
—
|
|
|
134.7
|
|
|||||
Deferred tax assets
|
—
|
|
|
—
|
|
|
67.7
|
|
|
(1.3
|
)
|
|
66.4
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
2,316.3
|
|
|
701.1
|
|
|
(3,017.4
|
)
|
|
—
|
|
|||||
Total current assets
|
378.0
|
|
|
3,446.6
|
|
|
1,265.4
|
|
|
(3,018.7
|
)
|
|
2,071.3
|
|
|||||
Properties, net
|
25.0
|
|
|
1,246.6
|
|
|
638.9
|
|
|
—
|
|
|
1,910.5
|
|
|||||
Goodwill
|
—
|
|
|
1,094.2
|
|
|
1,231.3
|
|
|
—
|
|
|
2,325.5
|
|
|||||
Other intangibles, net
|
—
|
|
|
4,334.4
|
|
|
2,613.0
|
|
|
—
|
|
|
6,947.4
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,516.6
|
|
|
—
|
|
|
—
|
|
|
2,516.6
|
|
|||||
Net investment in and advances to subsidiaries
|
11,196.7
|
|
|
3,261.5
|
|
|
6,190.6
|
|
|
(20,648.8
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
46.6
|
|
|
102.9
|
|
|
1.6
|
|
|
(31.8
|
)
|
|
119.3
|
|
|||||
Other assets, net
|
37.3
|
|
|
127.3
|
|
|
61.7
|
|
|
—
|
|
|
226.3
|
|
|||||
Total assets
|
$
|
11,683.6
|
|
|
$
|
16,130.1
|
|
|
$
|
12,002.5
|
|
|
$
|
(23,699.3
|
)
|
|
$
|
16,116.9
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
47.1
|
|
|
$
|
862.3
|
|
|
$
|
453.7
|
|
|
$
|
—
|
|
|
$
|
1,363.1
|
|
Derivative hedging instruments
|
6.9
|
|
|
157.7
|
|
|
0.3
|
|
|
—
|
|
|
164.9
|
|
|||||
Deferred tax liability
|
8.3
|
|
|
104.3
|
|
|
1.0
|
|
|
(1.3
|
)
|
|
112.3
|
|
|||||
Current portion of long-term debt and short-term borrowings
|
573.4
|
|
|
685.2
|
|
|
13.8
|
|
|
—
|
|
|
1,272.4
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|||||
Intercompany accounts payable
|
1,470.1
|
|
|
705.1
|
|
|
842.2
|
|
|
(3,017.4
|
)
|
|
—
|
|
|||||
Total current liabilities
|
2,105.8
|
|
|
2,514.6
|
|
|
1,318.2
|
|
|
(3,018.7
|
)
|
|
2,919.9
|
|
|||||
Long-term debt
|
1,895.8
|
|
|
1,329.5
|
|
|
70.4
|
|
|
—
|
|
|
3,295.7
|
|
|||||
Pension and post-retirement benefits
|
3.5
|
|
|
735.6
|
|
|
6.6
|
|
|
—
|
|
|
745.7
|
|
|||||
Derivative hedging instruments
|
—
|
|
|
0.5
|
|
|
0.8
|
|
|
—
|
|
|
1.3
|
|
|||||
Deferred tax liability
|
—
|
|
|
—
|
|
|
969.7
|
|
|
(31.8
|
)
|
|
937.9
|
|
|||||
Other liabilities, net
|
13.3
|
|
|
56.6
|
|
|
117.4
|
|
|
—
|
|
|
187.3
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
18.3
|
|
|||||
Intercompany notes payable
|
—
|
|
|
867.2
|
|
|
6,354.8
|
|
|
(7,222.0
|
)
|
|
—
|
|
|||||
Total liabilities
|
4,018.4
|
|
|
5,504.0
|
|
|
8,856.2
|
|
|
(10,272.5
|
)
|
|
8,106.1
|
|
|||||
MCBC stockholders' equity
|
7,984.5
|
|
|
16,661.7
|
|
|
3,987.1
|
|
|
(20,648.8
|
)
|
|
7,984.5
|
|
|||||
Intercompany notes receivable
|
(319.3
|
)
|
|
(6,035.6
|
)
|
|
(867.1
|
)
|
|
7,222.0
|
|
|
—
|
|
|||||
Total stockholders' equity
|
7,665.2
|
|
|
10,626.1
|
|
|
3,120.0
|
|
|
(13,426.8
|
)
|
|
7,984.5
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
26.3
|
|
|
—
|
|
|
26.3
|
|
|||||
Total equity
|
7,665.2
|
|
|
10,626.1
|
|
|
3,146.3
|
|
|
(13,426.8
|
)
|
|
8,010.8
|
|
|||||
Total liabilities and equity
|
$
|
11,683.6
|
|
|
$
|
16,130.1
|
|
|
$
|
12,002.5
|
|
|
$
|
(23,699.3
|
)
|
|
$
|
16,116.9
|
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
189.8
|
|
|
$
|
249.3
|
|
|
$
|
184.9
|
|
|
$
|
—
|
|
|
$
|
624.0
|
|
Accounts receivable, net
|
1.7
|
|
|
524.7
|
|
|
134.1
|
|
|
—
|
|
|
660.5
|
|
|||||
Other receivables, net
|
22.7
|
|
|
54.6
|
|
|
15.6
|
|
|
—
|
|
|
92.9
|
|
|||||
Total inventories, net
|
—
|
|
|
172.5
|
|
|
41.4
|
|
|
—
|
|
|
213.9
|
|
|||||
Other assets, net
|
10.7
|
|
|
67.1
|
|
|
39.7
|
|
|
—
|
|
|
117.5
|
|
|||||
Deferred tax assets
|
—
|
|
|
—
|
|
|
40.7
|
|
|
(1.5
|
)
|
|
39.2
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
2,077.8
|
|
|
1,137.5
|
|
|
(3,215.3
|
)
|
|
—
|
|
|||||
Total current assets
|
224.9
|
|
|
3,146.0
|
|
|
1,593.9
|
|
|
(3,216.8
|
)
|
|
1,748.0
|
|
|||||
Properties, net
|
25.1
|
|
|
1,338.9
|
|
|
631.9
|
|
|
—
|
|
|
1,995.9
|
|
|||||
Goodwill
|
—
|
|
|
1,068.5
|
|
|
1,384.6
|
|
|
—
|
|
|
2,453.1
|
|
|||||
Other intangibles, net
|
—
|
|
|
4,606.8
|
|
|
2,628.0
|
|
|
—
|
|
|
7,234.8
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,431.8
|
|
|
—
|
|
|
—
|
|
|
2,431.8
|
|
|||||
Net investment in and advances to subsidiaries
|
10,465.2
|
|
|
2,291.6
|
|
|
5,291.7
|
|
|
(18,048.5
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
47.4
|
|
|
104.8
|
|
|
4.9
|
|
|
(31.7
|
)
|
|
125.4
|
|
|||||
Other assets
|
38.6
|
|
|
125.0
|
|
|
59.6
|
|
|
—
|
|
|
223.2
|
|
|||||
Total assets
|
$
|
10,801.2
|
|
|
$
|
15,113.4
|
|
|
$
|
11,594.6
|
|
|
$
|
(21,297.0
|
)
|
|
$
|
16,212.2
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
64.0
|
|
|
$
|
787.7
|
|
|
$
|
335.2
|
|
|
$
|
—
|
|
|
$
|
1,186.9
|
|
Derivative hedging instruments
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Deferred tax liability
|
11.3
|
|
|
142.5
|
|
|
—
|
|
|
(1.5
|
)
|
|
152.3
|
|
|||||
Current portion of long-term debt and short-term borrowings
|
564.2
|
|
|
668.3
|
|
|
13.1
|
|
|
—
|
|
|
1,245.6
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Intercompany accounts payable
|
1,166.3
|
|
|
1,133.3
|
|
|
915.7
|
|
|
(3,215.3
|
)
|
|
—
|
|
|||||
Total current liabilities
|
1,805.8
|
|
|
2,737.8
|
|
|
1,271.9
|
|
|
(3,216.8
|
)
|
|
2,598.7
|
|
|||||
Long-term debt
|
1,895.6
|
|
|
1,402.5
|
|
|
124.4
|
|
|
—
|
|
|
3,422.5
|
|
|||||
Pension and post-retirement benefits
|
3.3
|
|
|
823.1
|
|
|
6.6
|
|
|
—
|
|
|
833.0
|
|
|||||
Derivative hedging instruments
|
—
|
|
|
222.2
|
|
|
—
|
|
|
—
|
|
|
222.2
|
|
|||||
Deferred tax liability
|
—
|
|
|
—
|
|
|
980.2
|
|
|
(31.7
|
)
|
|
948.5
|
|
|||||
Other liabilities, net
|
6.6
|
|
|
64.4
|
|
|
104.7
|
|
|
—
|
|
|
175.7
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|
20.0
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,135.8
|
|
|
6,971.9
|
|
|
(8,107.7
|
)
|
|
—
|
|
|||||
Total liabilities
|
3,711.3
|
|
|
6,385.8
|
|
|
9,479.7
|
|
|
(11,356.2
|
)
|
|
8,220.6
|
|
|||||
MCBC stockholders' equity
|
7,966.9
|
|
|
15,036.7
|
|
|
3,011.8
|
|
|
(18,048.5
|
)
|
|
7,966.9
|
|
|||||
Intercompany notes receivable
|
(877.0
|
)
|
|
(6,309.1
|
)
|
|
(921.6
|
)
|
|
8,107.7
|
|
|
—
|
|
|||||
Total stockholders' equity
|
7,089.9
|
|
|
8,727.6
|
|
|
2,090.2
|
|
|
(9,940.8
|
)
|
|
7,966.9
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
24.7
|
|
|
—
|
|
|
24.7
|
|
|||||
Total equity
|
7,089.9
|
|
|
8,727.6
|
|
|
2,114.9
|
|
|
(9,940.8
|
)
|
|
7,991.6
|
|
|||||
Total liabilities and equity
|
$
|
10,801.2
|
|
|
$
|
15,113.4
|
|
|
$
|
11,594.6
|
|
|
$
|
(21,297.0
|
)
|
|
$
|
16,212.2
|
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
174.6
|
|
|
$
|
301.1
|
|
|
$
|
187.5
|
|
|
$
|
(72.2
|
)
|
|
$
|
591.0
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(4.6
|
)
|
|
(64.7
|
)
|
|
(80.4
|
)
|
|
—
|
|
|
(149.7
|
)
|
|||||
Proceeds from sales of properties and other long-lived assets
|
—
|
|
|
1.5
|
|
|
3.4
|
|
|
—
|
|
|
4.9
|
|
|||||
Proceeds from sale of business
|
|
|
|
—
|
|
|
2.0
|
|
|
|
|
|
2.0
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(615.3
|
)
|
|
—
|
|
|
—
|
|
|
(615.3
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
515.2
|
|
|
—
|
|
|
—
|
|
|
515.2
|
|
|||||
Investment in and advances to an unconsolidated affiliate
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Loan repayments
|
—
|
|
|
4.7
|
|
|
(0.2
|
)
|
|
—
|
|
|
4.5
|
|
|||||
Loan advances
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|||||
Net intercompany investing activity
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(4.6
|
)
|
|
(174.5
|
)
|
|
(78.0
|
)
|
|
12.2
|
|
|
(244.9
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
63.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.1
|
|
|||||
Excess tax benefits from share-based compensation
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|||||
Dividends paid
|
(102.8
|
)
|
|
—
|
|
|
(86.2
|
)
|
|
72.2
|
|
|
(116.8
|
)
|
|||||
Dividends paid to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Payments for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Debt issuance costs
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Payments on long-term debt and capital lease obligations
|
—
|
|
|
(0.4
|
)
|
|
(52.0
|
)
|
|
—
|
|
|
(52.4
|
)
|
|||||
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
9.3
|
|
|||||
Payments on short-term borrowings
|
—
|
|
|
—
|
|
|
(15.1
|
)
|
|
—
|
|
|
(15.1
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(35.1
|
)
|
|
—
|
|
|
—
|
|
|
(35.1
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|||||
Change in overdraft balances and other
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
|
|
|
12.2
|
|
|
(12.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(34.5
|
)
|
|
(35.5
|
)
|
|
(134.1
|
)
|
|
60.0
|
|
|
(144.1
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
135.5
|
|
|
91.1
|
|
|
(24.6
|
)
|
|
—
|
|
|
202.0
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(23.0
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(24.4
|
)
|
|||||
Balance at beginning of year
|
189.8
|
|
|
249.3
|
|
|
184.9
|
|
|
—
|
|
|
624.0
|
|
|||||
Balance at end of period
|
$
|
325.3
|
|
|
$
|
317.4
|
|
|
$
|
158.9
|
|
|
$
|
—
|
|
|
$
|
801.6
|
|
|
Parent
Guarantor, 2007 and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
374.8
|
|
|
$
|
662.0
|
|
|
$
|
(545.0
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
397.4
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(5.4
|
)
|
|
(63.3
|
)
|
|
(12.7
|
)
|
|
—
|
|
|
(81.4
|
)
|
|||||
Proceeds from sales of properties and other long-lived assets
|
—
|
|
|
1.0
|
|
|
0.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(2,257.4
|
)
|
|
—
|
|
|
(2,257.4
|
)
|
|||||
Investment in MillerCoors
|
—
|
|
|
(565.7
|
)
|
|
—
|
|
|
—
|
|
|
(565.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
459.9
|
|
|
—
|
|
|
—
|
|
|
459.9
|
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(110.6
|
)
|
|
—
|
|
|
—
|
|
|
(110.6
|
)
|
|||||
Investment in and advances to an unconsolidated affiliate
|
—
|
|
|
(2.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(3.7
|
)
|
|||||
Loan repayments
|
—
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|||||
Loan advances
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||||
Net intercompany investing activity
|
(2,811.6
|
)
|
|
(2,659.9
|
)
|
|
—
|
|
|
5,471.5
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(2,817.0
|
)
|
|
(2,936.3
|
)
|
|
(2,270.9
|
)
|
|
5,471.5
|
|
|
(2,552.7
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercise of stock options under equity compensation plans
|
20.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.8
|
|
|||||
Excess tax benefits from share-based compensation
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||
Dividends paid
|
(108.6
|
)
|
|
(97.5
|
)
|
|
(4.2
|
)
|
|
94.4
|
|
|
(115.9
|
)
|
|||||
Dividends paid to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|||||
Debt issuance costs
|
(39.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.2
|
)
|
|||||
Proceeds from issuances of long-term debt
|
2,045.4
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|
2,195.4
|
|
|||||
Payments on long-term debt and capital lease obligations
|
—
|
|
|
(44.8
|
)
|
|
—
|
|
|
—
|
|
|
(44.8
|
)
|
|||||
Payments on debt assumed in acquisition
|
—
|
|
|
—
|
|
|
(424.3
|
)
|
|
—
|
|
|
(424.3
|
)
|
|||||
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||||
Payments on short-term borrowings
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
(13.5
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Change in overdraft balances and other
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
2,178.2
|
|
|
3,293.3
|
|
|
(5,471.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
1,921.9
|
|
|
2,031.9
|
|
|
3,006.9
|
|
|
(5,377.1
|
)
|
|
1,583.6
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(520.3
|
)
|
|
(242.4
|
)
|
|
191.0
|
|
|
—
|
|
|
(571.7
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
6.2
|
|
|
2.6
|
|
|
—
|
|
|
8.8
|
|
|||||
Balance at beginning of year
|
601.1
|
|
|
422.5
|
|
|
55.3
|
|
|
—
|
|
|
1,078.9
|
|
|||||
Balance at end of period
|
$
|
80.8
|
|
|
$
|
186.3
|
|
|
$
|
248.9
|
|
|
$
|
—
|
|
|
$
|
516.0
|
|
•
|
In our Canada segment, income from continuing operations before income taxes decreased
1.9%
to
$137.3 million
while underlying pre-tax income decreased
0.7%
to
$138.0 million
, driven by a favorable year-over-year difference in the timing of marketing and sales spending, offset by lower volume and negative sales mix this year.
|
•
|
In our U.S. segment, equity income in MillerCoors decreased
7.0%
to
$172.6 million
while underlying equity income in MillerCoors decreased
6.5%
to
$172.6 million
driven by the impact of lower beer volumes.
|
•
|
Our Europe segment reported income from continuing operations before income taxes of
$81.6 million
and underlying pre-tax income of
$82.4 million
. On a pro forma basis, Europe's income from continuing operations before income taxes for the second quarter of 2013 improved
27.3%
to
$81.6 million
and underlying pre-tax income for the second quarter of 2013 improved
14.4%
to
$82.4 million
driven by positive net pricing and cost savings. Pro forma amounts are used to give effect to the acquisition (the "Acquisition") of StarBev Holdings S.à r.l. ("StarBev") as if it had occurred at the beginning of fiscal year 2011 and are discussed further in
"Results of Operations."
|
•
|
In our MCI segment, loss from continuing operations before income taxes improved $21.0 million to
$3.3 million
while underlying pre-tax loss improved $11.0 million to $2.4 million, due to the elimination of losses in our China joint venture (which was deconsolidated in the third quarter of 2012), improved profit performance in our non-joint-venture business in China, lower overhead expenses, and the net positive impact of business transfers between our Europe and International segments.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
||||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||||||
Volume in hectoliters
|
8.751
|
|
|
5.799
|
|
|
50.9
|
%
|
|
14.501
|
|
|
9.404
|
|
|
54.2
|
%
|
||||
Net sales
|
$
|
1,178.0
|
|
|
$
|
999.4
|
|
|
17.9
|
%
|
|
$
|
2,006.5
|
|
|
$
|
1,690.8
|
|
|
18.7
|
%
|
Net income attributable to MCBC from continuing operations
|
$
|
276.7
|
|
|
$
|
104.3
|
|
|
165.3
|
%
|
|
$
|
313.2
|
|
|
$
|
183.7
|
|
|
70.5
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Special items(1)
|
1.3
|
|
|
21.2
|
|
|
(93.9
|
)%
|
|
2.8
|
|
|
22.7
|
|
|
(87.7
|
)%
|
||||
42% of MillerCoors specials, net of tax
|
—
|
|
|
(1.0
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(1.0
|
)
|
|
(100.0
|
)%
|
||||
Acquisition, integration and financing related costs(2)
|
2.1
|
|
|
154.7
|
|
|
(98.6
|
)%
|
|
3.9
|
|
|
160.8
|
|
|
(97.6
|
)%
|
||||
Unrealized mark-to-market (gains) and losses(3)
|
3.9
|
|
|
3.5
|
|
|
11.4
|
%
|
|
23.7
|
|
|
3.0
|
|
|
N/M
|
|
||||
Other non-core items(4)
|
—
|
|
|
0.5
|
|
|
(100.0
|
)%
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|
N/M
|
|
||||
Noncontrolling interest effect on special items(5)
|
—
|
|
|
(5.1
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(5.1
|
)
|
|
(100.0
|
)%
|
||||
Tax effect on non-GAAP items(6)
|
(5.4
|
)
|
|
(28.0
|
)
|
|
(80.7
|
)%
|
|
(9.2
|
)
|
|
(28.4
|
)
|
|
(67.6
|
)%
|
||||
Non-GAAP: Underlying income attributable to MCBC from continuing operations, net of tax
|
$
|
278.6
|
|
|
$
|
250.1
|
|
|
11.4
|
%
|
|
$
|
333.2
|
|
|
$
|
335.5
|
|
|
(0.7
|
)%
|
Income attributable to MCBC per diluted share from continuing operations
|
$
|
1.50
|
|
|
$
|
0.57
|
|
|
163.2
|
%
|
|
$
|
1.71
|
|
|
$
|
1.01
|
|
|
69.3
|
%
|
Non-GAAP: Underlying income attributable to MCBC per diluted share from continuing operations
|
$
|
1.51
|
|
|
$
|
1.38
|
|
|
9.4
|
%
|
|
$
|
1.82
|
|
|
$
|
1.85
|
|
|
(1.6
|
)%
|
(1)
|
See Part I—Item 1. Financial Statements,
Note 7, "Special Items"
of the unaudited condensed consolidated financial statements for additional information.
|
(2)
|
In connection with the Acquisition, we recognized fees in marketing, general and administrative expenses of $2.1 million and $3.9 million in the second quarter and first half of 2013, respectively, and $25.3 million and $31.4 million for the second quarter and first half of 2012, respectively.
|
(3)
|
We issued a €500 million Zero Coupon Senior Unsecured Convertible Note ("Convertible Note") to the Seller in conjunction with the closing of the Acquisition. The Convertible Note's embedded conversion feature was determined to meet the definition of a derivative required to be bifurcated and separately accounted for at fair value with changes in fair value recorded in earnings. In the second quarter and first half of 2013, we recognized an unrealized gain of
$3.2 million
and an unrealized loss of
$26.5 million
, respectively, and in the second quarter and first half of 2012, we recognized an unrealized loss of
$5.6 million
recorded as interest expense. Additionally, within other income (expense), we recorded an unrealized loss of
$10.1 million
and gain of
$10.0 million
for the second quarter and first half of 2013, respectively, related to foreign currency movements on this Convertible Note. These amounts were partially offset by unrealized gains of
$3.9 million
and losses of
$6.7 million
for the second quarter and first half of 2013, respectively, related to foreign exchange contracts to hedge our risk associated with payments of this foreign-denominated debt. During the second quarter and first half of 2012, we recognized an unrealized gain of $3.8 million in Central Europe related to foreign currency movements, which was partially offset by an unrealized loss of
$3.2 million
related to foreign exchange movements on our Convertible and Euro denominated term loan. See Part I—Item 1. Financial Statements, Note 12 "Debt" and Note 14 "Derivative Instruments and Hedging Activities" for additional information.
|
(4)
|
In the first quarter of 2013, we recognized a gain of $1.2 million within other income for proceeds received related to a non-income-related tax settlement resulting from historical activity within our former investment in the Montreal Canadiens. In the second quarter of 2012 we recognized costs of $0.5 million in connection with us entering into an agreement to acquire the Molson Coors Si'hai joint venture's 49% noncontrolling interest. In the first quarter of 2012, we recognized a gain of $0.3 million in cost of goods sold and $0.4 million in marketing, general and administrative expenses related to the repayment of tax rebates received in the U.K.
|
(5)
|
The effect of noncontrolling interest on the adjustments used to arrive at underlying income, a non-GAAP measure, is calculated based on our ownership percentage of our subsidiaries from which each adjustment arises. This adjustment relates primarily to the goodwill impairment charge in our MC Si'hai joint venture. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 11, "Goodwill and Intangible Assets"
of the Notes for additional information.
|
(6)
|
The effect of taxes on the adjustments used to arrive at underlying income, a non-GAAP measure, is calculated based on applying the estimated underlying full-year effective tax rate to actual underlying earnings, excluding special and non-core items. The effect of taxes on special and non-core items is calculated based on the statutory tax rate applicable to the item being adjusted for in the jurisdiction from which each adjustment arises.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
||||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||||||
Net income attributable to MCBC from continuing operations
|
$
|
276.7
|
|
|
$
|
104.3
|
|
|
165.3
|
%
|
|
$
|
313.2
|
|
|
$
|
183.7
|
|
|
70.5
|
%
|
Add: Net income (loss) attributable to noncontrolling interests
|
1.6
|
|
|
(6.4
|
)
|
|
(125.0
|
)%
|
|
3.0
|
|
|
(6.5
|
)
|
|
(146.2
|
)%
|
||||
Net income (loss) from continuing operations
|
278.3
|
|
|
97.9
|
|
|
184.3
|
%
|
|
316.2
|
|
|
177.2
|
|
|
78.4
|
%
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Interest expense (income), net
|
41.2
|
|
|
84.6
|
|
|
(51.3
|
)%
|
|
116.1
|
|
|
108.4
|
|
|
7.1
|
%
|
||||
Add: Income tax expense (benefit)
|
34.1
|
|
|
25.9
|
|
|
31.7
|
%
|
|
37.6
|
|
|
43.2
|
|
|
(13.0
|
)%
|
||||
Add: Depreciation and amortization
|
80.7
|
|
|
58.4
|
|
|
38.2
|
%
|
|
160.9
|
|
|
111.8
|
|
|
43.9
|
%
|
||||
Adjustments to arrive at underlying EBITDA(1)
|
10.0
|
|
|
124.4
|
|
|
(92.0
|
)%
|
|
2.2
|
|
|
130.3
|
|
|
(98.3
|
)%
|
||||
Adjustments to arrive at underlying EBITDA related to our investment in MillerCoors(2)
|
28.9
|
|
|
29.3
|
|
|
(1.4
|
)%
|
|
57.4
|
|
|
59.3
|
|
|
(3.2
|
)%
|
||||
Non-GAAP: Underlying EBITDA
|
$
|
473.2
|
|
|
$
|
420.5
|
|
|
12.5
|
%
|
|
$
|
690.4
|
|
|
$
|
630.2
|
|
|
9.6
|
%
|
(1)
|
Includes adjustments to non-GAAP underlying income within the table above, excluding adjustments related to interest, taxes and depreciation and amortization, as these items are added back in total as adjustments to net income attributable to MCBC from continuing operations.
|
(2)
|
Adjustments to our equity income from MillerCoors, which include our proportional share of MillerCoors' interest, income tax, depreciation and amortization, specials, and amortization of the difference between the MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial volume
|
8.751
|
|
|
5.799
|
|
|
50.9
|
%
|
|
14.501
|
|
|
9.404
|
|
|
54.2
|
%
|
Royalty volume(1)
|
0.412
|
|
|
0.203
|
|
|
103.0
|
%
|
|
0.673
|
|
|
0.303
|
|
|
122.1
|
%
|
Owned volume
|
9.163
|
|
|
6.002
|
|
|
52.7
|
%
|
|
15.174
|
|
|
9.707
|
|
|
56.3
|
%
|
Proportionate share of equity investment sales-to-retail(2)
|
7.557
|
|
|
7.904
|
|
|
(4.4
|
)%
|
|
13.478
|
|
|
14.120
|
|
|
(4.5
|
)%
|
Total worldwide beer volume
|
16.720
|
|
|
13.906
|
|
|
20.2
|
%
|
|
28.652
|
|
|
23.827
|
|
|
20.3
|
%
|
(1)
|
Includes our MCI segment volume, which is primarily in Russia, Ukraine and Mexico and a portion of our Europe segment volume in Ireland.
|
(2)
|
Reflects the addition of our proportionate share of equity method investments sales-to-retail for the periods presented.
|
|
For the Thirteen Weeks Ended
|
||||
|
June 29, 2013
|
|
June 30, 2012
|
||
Effective tax rate
|
11
|
%
|
|
21
|
%
|
Adjustments:
|
|
|
|
||
Impairment of China Reporting Unit
|
—
|
%
|
|
(2
|
)%
|
Tax impact of special and other non-core items
|
1
|
%
|
|
(1
|
)%
|
Non-GAAP: Underlying effective tax rate
|
12
|
%
|
|
18
|
%
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
|
2.349
|
|
|
2.411
|
|
|
(2.6
|
)%
|
|
4.003
|
|
|
4.097
|
|
|
(2.3
|
)%
|
||||
Sales
|
$
|
735.8
|
|
|
$
|
761.9
|
|
|
(3.4
|
)%
|
|
$
|
1,257.8
|
|
|
$
|
1,289.5
|
|
|
(2.5
|
)%
|
Excise taxes
|
(177.6
|
)
|
|
(179.0
|
)
|
|
(0.8
|
)%
|
|
(304.0
|
)
|
|
(304.3
|
)
|
|
(0.1
|
)%
|
||||
Net sales
|
558.2
|
|
|
582.9
|
|
|
(4.2
|
)%
|
|
953.8
|
|
|
985.2
|
|
|
(3.2
|
)%
|
||||
Cost of goods sold
|
(308.4
|
)
|
|
(301.9
|
)
|
|
2.2
|
%
|
|
(557.5
|
)
|
|
(544.3
|
)
|
|
2.4
|
%
|
||||
Gross profit
|
249.8
|
|
|
281.0
|
|
|
(11.1
|
)%
|
|
396.3
|
|
|
440.9
|
|
|
(10.1
|
)%
|
||||
Marketing, general and administrative expenses
|
(111.8
|
)
|
|
(141.4
|
)
|
|
(20.9
|
)%
|
|
(220.8
|
)
|
|
(254.4
|
)
|
|
(13.2
|
)%
|
||||
Special items, net
|
(0.7
|
)
|
|
0.9
|
|
|
(177.8
|
)%
|
|
(2.8
|
)
|
|
(1.2
|
)
|
|
133.3
|
%
|
||||
Operating income (loss)
|
137.3
|
|
|
140.5
|
|
|
(2.3
|
)%
|
|
172.7
|
|
|
185.3
|
|
|
(6.8
|
)%
|
||||
Other income (expense), net
|
—
|
|
|
(0.6
|
)
|
|
(100.0
|
)%
|
|
1.0
|
|
|
(1.5
|
)
|
|
(166.7
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
137.3
|
|
|
$
|
139.9
|
|
|
(1.9
|
)%
|
|
$
|
173.7
|
|
|
$
|
183.8
|
|
|
(5.5
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Special items
|
0.7
|
|
|
(0.9
|
)
|
|
(177.8
|
)%
|
|
2.8
|
|
|
1.2
|
|
|
133.3
|
%
|
||||
Other non-core items
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(1.2
|
)
|
|
—
|
|
|
N/M
|
|
||||
Non-GAAP: Underlying pre-tax income (loss)
|
$
|
138.0
|
|
|
$
|
139.0
|
|
|
(0.7
|
)%
|
|
$
|
175.3
|
|
|
$
|
185.0
|
|
|
(5.2
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 30, 2013
|
|
June 30, 2012
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volumes in hectoliters(1)
|
20.512
|
|
|
21.697
|
|
|
(5.5
|
)%
|
|
37.544
|
|
|
39.056
|
|
|
(3.9
|
)%
|
||||
Sales
|
$
|
2,484.4
|
|
|
$
|
2,567.2
|
|
|
(3.2
|
)%
|
|
$
|
4,541.1
|
|
|
$
|
4,601.8
|
|
|
(1.3
|
)%
|
Excise taxes
|
(325.4
|
)
|
|
(343.2
|
)
|
|
(5.2
|
)%
|
|
(593.8
|
)
|
|
(618.0
|
)
|
|
(3.9
|
)%
|
||||
Net sales
|
2,159.0
|
|
|
2,224.0
|
|
|
(2.9
|
)%
|
|
3,947.3
|
|
|
3,983.8
|
|
|
(0.9
|
)%
|
||||
Cost of goods sold
|
(1,270.1
|
)
|
|
(1,311.8
|
)
|
|
(3.2
|
)%
|
|
(2,358.8
|
)
|
|
(2,381.8
|
)
|
|
(1.0
|
)%
|
||||
Gross profit
|
888.9
|
|
|
912.2
|
|
|
(2.6
|
)%
|
|
1,588.5
|
|
|
1,602.0
|
|
|
(0.8
|
)%
|
||||
Marketing, general and administrative expenses
|
(471.0
|
)
|
|
(470.1
|
)
|
|
0.2
|
%
|
|
(896.1
|
)
|
|
(880.9
|
)
|
|
1.7
|
%
|
||||
Special items, net
|
—
|
|
|
2.3
|
|
|
(100.0
|
)%
|
|
—
|
|
|
2.3
|
|
|
(100.0
|
)%
|
||||
Operating income
|
417.9
|
|
|
444.4
|
|
|
(6.0
|
)%
|
|
692.4
|
|
|
723.4
|
|
|
(4.3
|
)%
|
||||
Interest income (expense), net
|
(0.4
|
)
|
|
(0.4
|
)
|
|
0.0
|
%
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
28.6
|
%
|
||||
Other income (expense), net
|
0.5
|
|
|
1.5
|
|
|
(66.7
|
)%
|
|
1.3
|
|
|
3.1
|
|
|
(58.1
|
)%
|
||||
Income from continuing operations before income taxes and noncontrolling interests
|
418.0
|
|
|
445.5
|
|
|
(6.2
|
)%
|
|
692.8
|
|
|
725.8
|
|
|
(4.5
|
)%
|
||||
Income tax expense
|
(1.3
|
)
|
|
(1.8
|
)
|
|
(27.8
|
)%
|
|
(1.7
|
)
|
|
(2.5
|
)
|
|
(32.0
|
)%
|
||||
Income from continuing operations
|
416.7
|
|
|
443.7
|
|
|
(6.1
|
)%
|
|
691.1
|
|
|
723.3
|
|
|
(4.5
|
)%
|
||||
Less: Net income attributable to noncontrolling interests
|
(4.0
|
)
|
|
(5.4
|
)
|
|
(25.9
|
)%
|
|
(6.5
|
)
|
|
(9.7
|
)
|
|
(33.0
|
)%
|
||||
Net income attributable to MillerCoors
|
$
|
412.7
|
|
|
$
|
438.3
|
|
|
(5.8
|
)%
|
|
$
|
684.6
|
|
|
$
|
713.6
|
|
|
(4.1
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Special items, net
|
—
|
|
|
(2.3
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(2.3
|
)
|
|
(100.0
|
)%
|
||||
Non-GAAP: Underlying net income attributable to MillerCoors
|
$
|
412.7
|
|
|
$
|
436.0
|
|
|
(5.3
|
)%
|
|
$
|
684.6
|
|
|
$
|
711.3
|
|
|
(3.8
|
)%
|
(1)
|
Includes contract brewing and company-owned distributor sales, which are excluded from our worldwide beer volume calculation.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Net income attributable to MillerCoors
|
$
|
412.7
|
|
|
$
|
438.3
|
|
|
(5.8
|
)%
|
|
$
|
684.6
|
|
|
$
|
713.6
|
|
|
(4.1
|
)%
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
|
|
|
42
|
%
|
|
42
|
%
|
|
|
|
||||
MCBC proportionate share of MillerCoors net income
|
173.3
|
|
|
184.1
|
|
|
(5.9
|
)%
|
|
287.5
|
|
|
299.7
|
|
|
(4.1
|
)%
|
||||
Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(1)
|
1.0
|
|
|
1.5
|
|
|
(33.3
|
)%
|
|
2.2
|
|
|
1.9
|
|
|
15.8
|
%
|
||||
Share-based compensation adjustment(1)
|
(1.7
|
)
|
|
—
|
|
|
N/M
|
|
|
0.3
|
|
|
2.9
|
|
|
(89.7
|
)%
|
||||
Equity income in MillerCoors
|
$
|
172.6
|
|
|
$
|
185.6
|
|
|
(7.0
|
)%
|
|
$
|
290.0
|
|
|
$
|
304.5
|
|
|
(4.8
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MCBC proportionate share of MillerCoors special items
|
—
|
|
|
(1.0
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(1.0
|
)
|
|
(100.0
|
)%
|
||||
Tax effect on special items
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Non-GAAP: Underlying equity income in MillerCoors
|
$
|
172.6
|
|
|
$
|
184.6
|
|
|
(6.5
|
)%
|
|
$
|
290.0
|
|
|
$
|
303.5
|
|
|
(4.4
|
)%
|
(1)
|
See Part I—Item 1. Financial Statements,
Note 5, "Investments"
to the unaudited condensed consolidated financial statements for a detailed discussion of these equity method adjustments.
|
|
Thirteen Weeks Ended
|
|||||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
|
|||||||||||||||||
|
Actual
|
|
Actual - U.K.(4)
|
|
Actual - Central Europe
|
|
Pro Forma - Central Europe(3)(4)
|
|
Pro Forma Combined(4)
|
|
% change
|
|||||||||||
|
(In millions, except percentages)
|
|||||||||||||||||||||
Volume in hectoliters(1)
|
6.138
|
|
|
2.220
|
|
|
0.911
|
|
|
3.135
|
|
|
6.266
|
|
|
(2.0
|
)%
|
|||||
Sales(1)
|
$
|
882.3
|
|
|
$
|
568.3
|
|
|
$
|
71.9
|
|
|
$
|
247.3
|
|
|
$
|
887.5
|
|
|
(0.6
|
)%
|
Excise taxes
|
(296.1
|
)
|
|
(242.1
|
)
|
|
(14.6
|
)
|
|
(53.5
|
)
|
|
(310.2
|
)
|
|
(4.5
|
)%
|
|||||
Net sales(1)(5)
|
586.2
|
|
|
326.2
|
|
|
57.3
|
|
|
193.8
|
|
|
577.3
|
|
|
1.5
|
%
|
|||||
Cost of goods sold(6)
|
(354.6
|
)
|
|
(220.9
|
)
|
|
(37.0
|
)
|
|
(101.5
|
)
|
|
(359.4
|
)
|
|
(1.3
|
)%
|
|||||
Gross profit
|
231.6
|
|
|
105.3
|
|
|
20.3
|
|
|
92.3
|
|
|
217.9
|
|
|
6.3
|
%
|
|||||
Marketing, general and administrative expenses(7)
|
(150.2
|
)
|
|
(78.2
|
)
|
|
(12.3
|
)
|
|
(56.5
|
)
|
|
(147.0
|
)
|
|
2.2
|
%
|
|||||
Special items, net
|
0.3
|
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
(102.6
|
)%
|
|||||
Operating income (loss)
|
81.7
|
|
|
15.4
|
|
|
8.0
|
|
|
35.8
|
|
|
59.2
|
|
|
38.0
|
%
|
|||||
Interest income(2)
|
1.2
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(14.3
|
)%
|
|||||
Other income (expense), net
|
(1.3
|
)
|
|
(0.5
|
)
|
|
4.4
|
|
|
(0.4
|
)
|
|
3.5
|
|
|
(137.1
|
)%
|
|||||
Income (loss) from continuing operations before income taxes
|
$
|
81.6
|
|
|
$
|
16.3
|
|
|
$
|
12.4
|
|
|
$
|
35.4
|
|
|
$
|
64.1
|
|
|
27.3
|
%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Special items
|
(0.3
|
)
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
(102.6
|
)%
|
|||||
Acquisition and integration related costs
|
1.1
|
|
|
—
|
|
|
11.1
|
|
|
(11.1
|
)
|
|
—
|
|
|
N/M
|
|
|||||
Other non-core items
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
|
(100.0
|
)%
|
|||||
Non-GAAP: Underlying pre-tax income (loss)
|
$
|
82.4
|
|
|
$
|
28.0
|
|
|
$
|
19.7
|
|
|
$
|
24.3
|
|
|
$
|
72.0
|
|
|
14.4
|
%
|
|
Twenty-Six Weeks Ended
|
|||||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
|
|||||||||||||||||
|
Actual
|
|
Actual - U.K.(4)
|
|
Actual - Central Europe
|
|
Pro Forma - Central Europe(3)(4)
|
|
Pro Forma Combined(4)
|
|
% change
|
|||||||||||
|
(In millions, except percentages)
|
|||||||||||||||||||||
Volume in hectoliters(1)
|
10.006
|
|
|
3.959
|
|
|
0.911
|
|
|
5.303
|
|
|
10.173
|
|
|
(1.6
|
)%
|
|||||
Sales(1)
|
$
|
1,514.7
|
|
|
$
|
1,018.3
|
|
|
$
|
71.9
|
|
|
$
|
420.5
|
|
|
$
|
1,510.7
|
|
|
0.3
|
%
|
Excise taxes
|
(522.1
|
)
|
|
(428.7
|
)
|
|
(14.6
|
)
|
|
(92.8
|
)
|
|
(536.1
|
)
|
|
(2.6
|
)%
|
|||||
Net sales(1)(5)
|
992.6
|
|
|
589.6
|
|
|
57.3
|
|
|
327.7
|
|
|
974.6
|
|
|
1.8
|
%
|
|||||
Cost of goods sold(6)
|
(635.8
|
)
|
|
(401.9
|
)
|
|
(37.0
|
)
|
|
(194.2
|
)
|
|
(633.1
|
)
|
|
0.4
|
%
|
|||||
Gross profit
|
356.8
|
|
|
187.7
|
|
|
20.3
|
|
|
133.5
|
|
|
341.5
|
|
|
4.5
|
%
|
|||||
Marketing, general and administrative expenses(7)
|
(278.9
|
)
|
|
(162.0
|
)
|
|
(12.3
|
)
|
|
(108.8
|
)
|
|
(283.1
|
)
|
|
(1.5
|
)%
|
|||||
Special items, net
|
1.2
|
|
|
(10.0
|
)
|
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|
(112.0
|
)%
|
|||||
Operating income (loss)
|
79.1
|
|
|
15.7
|
|
|
8.0
|
|
|
24.7
|
|
|
48.4
|
|
|
63.4
|
%
|
|||||
Interest income(2)
|
2.4
|
|
|
2.9
|
|
|
—
|
|
|
|
|
2.9
|
|
|
(17.2
|
)%
|
||||||
Other income (expense), net
|
(3.6
|
)
|
|
(1.0
|
)
|
|
4.4
|
|
|
(0.6
|
)
|
|
2.8
|
|
|
N/M
|
|
|||||
Income (loss) from continuing operations before income taxes
|
$
|
77.9
|
|
|
$
|
17.6
|
|
|
$
|
12.4
|
|
|
$
|
24.1
|
|
|
$
|
54.1
|
|
|
44.0
|
%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Special items
|
(1.2
|
)
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
(112.0
|
)%
|
|||||
Acquisition and integration related costs
|
1.9
|
|
|
—
|
|
|
11.1
|
|
|
(11.1
|
)
|
|
—
|
|
|
N/M
|
|
|||||
Other non-core items
|
—
|
|
|
(0.7
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
(4.5
|
)
|
|
(100.0
|
)%
|
|||||
Non-GAAP: Underlying pre-tax income (loss)
|
$
|
78.6
|
|
|
$
|
26.9
|
|
|
$
|
19.7
|
|
|
$
|
13.0
|
|
|
$
|
59.6
|
|
|
31.9
|
%
|
(1)
|
Gross segment sales include intercompany sales to MCI consisting of $1.4 million of net sales and 0.016 million hectoliters and $2.2 million of net sales and 0.037 million hectoliters for the
second
quarter and first half of 2013, respectively. Gross segment sales include intercompany sales to MCI consisting of $4.5 million of net sales and 0.067 million hectoliters and $7.2 million of net sales and 0.111 million hectoliters for the second quarter and first half of 2012, respectively. The offset is included within MCI cost of goods sold. These amounts are eliminated in the consolidated totals.
|
(2)
|
Interest income is earned on trade loans to on-premise customers exclusively in the U.K. and is typically driven by note receivable balances outstanding from period-to-period.
|
(3)
|
Effective July 1, 2012, management decided to move the Central Europe export and license business acquired as part of the Acquisition, which includes licensing arrangements in Russia and Ukraine and export of Central European brands, to our MCI segment. On a pro forma basis, this reporting change resulted in reclassifying from Central Europe to MCI net sales and pretax income of $7.3 million and $3.7 million, respectively, for the second quarter of 2012 and net sales and pretax income of $12.8 million and $6.0 million, respectively, for the first half of 2012. Included in these amounts are net sales and pretax income of $1.4 million and $0.7 million, respectively, that were earned from the Acquisition date of June 15, 2012, through June 30, 2012.
|
(4)
|
Pro forma amounts include the results of operations for StarBev from April 1, 2012 to June 15, 2012, for the thirteen weeks ended June 30, 2012, and January 1, 2012 to June 15, 2012, for the twenty-six weeks ended June 30, 2012, combined with actual results of our historical U.K. segment. These amounts also include pro forma adjustments as if StarBev had been acquired on December 26, 2010, the first day of our 2011 fiscal year, including the effects of acquisition accounting as described below and eliminating non-recurring costs directly related to the transaction, but do not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what the results would have been had we operated the businesses since December 26, 2010, nor are they indicative of the results that may be obtained in the future. Financial information for StarBev is from unaudited interim financial information in Euros
|
(5)
|
StarBev's historical net sales were reduced by $15.1 million and $25.4 million for the pre-Acquisition periods of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, respectively, to reflect reclassifications relating primarily to the treatment of payments made to customers. Specifically, in accordance with U.S. GAAP, these customer payments are considered a reduction of net sales and, therefore, have been reclassified from marketing, general and administrative expenses. This amount includes $2.9 million and $6.3 million for the pre-Acquisition periods of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, that StarBev classified as amortization associated with intangible assets related to customer supply rights.
|
(6)
|
To align StarBev to U.S. GAAP and to our accounting policies, StarBev's historical cost of goods sold were increased by $20.0 million and $37.6 million for the pre-Acquisition periods of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, to reflect U.S. GAAP reclassifications from the financial statements of StarBev to align their presentation with ours. This adjustment primarily relates to the reclassification of $20.8 million and $39.0 million for the pre-Acquisition periods of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, of distribution and logistics costs from marketing, general and administrative expenses to cost of goods sold. Additionally, there were $1.1 million and $2.1 million for the pre-Acquisition periods of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, of production equipment-related gains that were reclassified from marketing, general and administrative expenses to cost of goods sold. We also increased costs of goods sold $0.3 million and $0.7 million for the pre-Acquisition periods of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, to align recognition of various other immaterial items.
|
(7)
|
To align StarBev to U.S. GAAP and to our accounting policies, StarBev's marketing, general and administrative expenses were reduced by $35.1 million and $64.6 million for the pre-Acquisition periods of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, to reflect reclassifications from the financial statements of StarBev to align presentation with ours. Along with the reclassifications discussed in notes (5) and (6) above, $0.3 million and $2.3 million for the pre-Acquisition period of April 1, 2012 to June 15, 2012, and January 1, 2012 to June 15, 2012, impacted marketing, general and administrative expenses to align recognition of various other immaterial items.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters(1)
|
0.280
|
|
|
0.324
|
|
|
(13.6
|
)%
|
|
0.529
|
|
|
0.548
|
|
|
(3.5
|
)%
|
||||
Sales
|
$
|
42.7
|
|
|
$
|
42.9
|
|
|
(0.5
|
)%
|
|
$
|
73.6
|
|
|
$
|
75.8
|
|
|
(2.9
|
)%
|
Excise taxes
|
(8.0
|
)
|
|
(5.8
|
)
|
|
37.9
|
%
|
|
(11.9
|
)
|
|
(10.6
|
)
|
|
12.3
|
%
|
||||
Net sales
|
34.7
|
|
|
37.1
|
|
|
(6.5
|
)%
|
|
61.7
|
|
|
65.2
|
|
|
(5.4
|
)%
|
||||
Cost of goods sold(2)
|
(21.7
|
)
|
|
(25.8
|
)
|
|
(15.9
|
)%
|
|
(39.2
|
)
|
|
(44.3
|
)
|
|
(11.5
|
)%
|
||||
Gross profit
|
13.0
|
|
|
11.3
|
|
|
15.0
|
%
|
|
22.5
|
|
|
20.9
|
|
|
7.7
|
%
|
||||
Marketing, general and administrative expenses
|
(15.5
|
)
|
|
(25.4
|
)
|
|
(39.0
|
)%
|
|
(31.1
|
)
|
|
(43.7
|
)
|
|
(28.8
|
)%
|
||||
Special items, net
|
(0.9
|
)
|
|
(10.4
|
)
|
|
(91.3
|
)%
|
|
(0.9
|
)
|
|
(10.4
|
)
|
|
(91.3
|
)%
|
||||
Operating income (loss)
|
(3.4
|
)
|
|
(24.5
|
)
|
|
(86.1
|
)%
|
|
(9.5
|
)
|
|
(33.2
|
)
|
|
(71.4
|
)%
|
||||
Other income (expense), net
|
0.1
|
|
|
0.2
|
|
|
(50.0
|
)%
|
|
0.1
|
|
|
0.3
|
|
|
(66.7
|
)%
|
||||
Income (loss) from continuing operations before income taxes(3)
|
$
|
(3.3
|
)
|
|
$
|
(24.3
|
)
|
|
(86.4
|
)%
|
|
$
|
(9.4
|
)
|
|
$
|
(32.9
|
)
|
|
(71.4
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Special items
|
0.9
|
|
|
10.4
|
|
|
(91.3
|
)%
|
|
0.9
|
|
|
10.4
|
|
|
(91.3
|
)%
|
||||
Other non-core items
|
—
|
|
|
0.5
|
|
|
(100.0
|
)%
|
|
—
|
|
|
0.5
|
|
|
(100.0
|
)%
|
||||
Non-GAAP: Underlying pre-tax income (loss)
|
$
|
(2.4
|
)
|
|
$
|
(13.4
|
)
|
|
(82.1
|
)%
|
|
$
|
(8.5
|
)
|
|
$
|
(22.0
|
)
|
|
(61.4
|
)%
|
(1)
|
Excludes royalty volume of 0.364 million hectoliters and 0.102 million hectoliters in the
second
quarters of
2013
and
2012
, respectively, and excludes royalty volume of 0.591 million hectoliters and 0.169 million hectoliters in the first halves of 2013 and 2012, respectively.
|
(2)
|
Reflects gross segment amounts and for the
second
quarters of 2013 and 2012 includes intercompany cost of goods sold from Europe of $1.4 million and $4.5 million, respectively. The first half of 2013 and 2012 includes intercompany cost of goods sold from Europe of $2.2 million and $7.2 million, respectively. The offset is included within Europe net sales. These amounts are eliminated in the consolidated totals.
|
(3)
|
Includes loss attributable to noncontrolling interest of zero and $7.5 million in the
second
quarters
2013
and
2012
, respectively, and includes loss attributable to noncontrolling interest of zero and $8.0 million in the first halves of 2013 and 2012, respectively.
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
|
June 29, 2013
|
|
June 30, 2012
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Sales
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
(25.0
|
)%
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
(14.3
|
)%
|
Excise taxes
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Net sales
|
0.3
|
|
|
0.4
|
|
|
(25.0
|
)%
|
|
0.6
|
|
|
0.7
|
|
|
(14.3
|
)%
|
||||
Cost of goods sold
|
(0.8
|
)
|
|
1.0
|
|
|
(180.0
|
)%
|
|
(0.9
|
)
|
|
1.4
|
|
|
(164.3
|
)%
|
||||
Gross profit
|
(0.5
|
)
|
|
1.4
|
|
|
(135.7
|
)%
|
|
(0.3
|
)
|
|
2.1
|
|
|
(114.3
|
)%
|
||||
Marketing, general and administrative expenses
|
(26.8
|
)
|
|
(47.5
|
)
|
|
(43.6
|
)%
|
|
(58.8
|
)
|
|
(80.6
|
)
|
|
(27.0
|
)%
|
||||
Special items, net
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|
(72.7
|
)%
|
||||
Operating income (loss)
|
(27.3
|
)
|
|
(46.1
|
)
|
|
(40.8
|
)%
|
|
(59.4
|
)
|
|
(79.6
|
)
|
|
(25.4
|
)%
|
||||
Interest expense, net
|
(42.4
|
)
|
|
(86.0
|
)
|
|
(50.7
|
)%
|
|
(118.5
|
)
|
|
(111.3
|
)
|
|
6.5
|
%
|
||||
Other income (expense), net
|
(6.1
|
)
|
|
(74.0
|
)
|
|
(91.8
|
)%
|
|
(0.5
|
)
|
|
(74.1
|
)
|
|
(99.3
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
(75.8
|
)
|
|
$
|
(206.1
|
)
|
|
(63.2
|
)%
|
|
$
|
(178.4
|
)
|
|
$
|
(265.0
|
)
|
|
(32.7
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Special items
|
—
|
|
|
—
|
|
|
—
|
%
|
|
0.3
|
|
|
1.1
|
|
|
(72.7
|
)%
|
||||
Acquisition, integration and financing related costs
|
1.0
|
|
|
143.6
|
|
|
(99.3
|
)%
|
|
2.0
|
|
|
149.7
|
|
|
(98.7
|
)%
|
||||
Unrealized mark-to-market (gains) and losses
|
3.9
|
|
|
7.3
|
|
|
(46.6
|
)%
|
|
23.7
|
|
|
6.8
|
|
|
N/M
|
|
||||
Non-GAAP: Underlying pre-tax income (loss)
|
$
|
(70.9
|
)
|
|
$
|
(55.2
|
)
|
|
28.4
|
%
|
|
$
|
(152.4
|
)
|
|
$
|
(107.4
|
)
|
|
41.9
|
%
|
|
As of
|
||||||||||
|
June 29, 2013
|
|
December 29, 2012
|
|
June 30, 2012
|
||||||
|
(In millions)
|
||||||||||
Current assets
|
$
|
2,071.3
|
|
|
$
|
1,748.0
|
|
|
$
|
1,833.6
|
|
Less: Current liabilities
|
(2,919.9
|
)
|
|
(2,598.7
|
)
|
|
(2,286.1
|
)
|
|||
Add: Current portion of long-term debt and short-term borrowings
|
1,272.4
|
|
|
1,245.6
|
|
|
802.5
|
|
|||
Net working capital
|
$
|
423.8
|
|
|
$
|
394.9
|
|
|
$
|
350.0
|
|
•
|
This increase was primarily due to higher net income driven by the addition of our Central Europe operations and improved management of working capital along with lower cash paid for interest, partially offset by higher income tax payments and pension contributions.
|
•
|
Lower net cash used in investing activities primarily relates to the
$2,257.4 million
used in the Acquisition during the second quarter of 2012.
|
•
|
Additionally, in the first half of 2012 we settled $110.6 million of our cross currency swaps.
|
•
|
This decrease was partially offset by an increase in additions to properties of $68.3 million primarily related to investments in Europe in the
first half
of 2013.
|
•
|
This was primarily driven by the
$2,195.4 million
in proceeds from issuance of long-term debt associated with the Acquisition. This amount was partially offset by
$424.3 million
in payments related to debt assumed in the Acquisition.
|
•
|
We repaid
$52.0 million
of our Euro denominated term loan during the second quarter of 2013, compared to the
$44.8 million
repayment of long-term debt in the second quarter of 2012.
|
•
|
We made
$35.1 million
in net interest and notional payments associated with our cross currency swaps, which were extended and designated as a net investment hedge in the fourth quarter of 2011, compared to only
$4.0 million
in net interest payments on our cross currency swaps made during the first half of 2012.
|
•
|
The increase was also driven by a $42.3 million increase in the proceeds from the exercise of stock options.
|
|
|
For the Twenty-Six Weeks Ended
|
||||||
|
|
June 29, 2013
|
|
June 30, 2012
|
||||
|
|
(In millions)
|
||||||
U.S. GAAP:
|
Net Cash Provided by Operating Activities
|
$
|
591.0
|
|
|
$
|
397.4
|
|
Less:
|
Additions to properties(1)
|
(149.7
|
)
|
|
(81.4
|
)
|
||
Less:
|
Investment in MillerCoors(1)
|
(615.3
|
)
|
|
(565.7
|
)
|
||
Add:
|
Return of capital from MillerCoors(1)
|
515.2
|
|
|
459.9
|
|
||
Add:
|
Cash impact of Special items(2)
|
17.7
|
|
|
2.4
|
|
||
Add:
|
Costs related to the Acquisition(3)
|
6.9
|
|
|
109.3
|
|
||
Add:
|
MillerCoors investments in businesses(4)
|
—
|
|
|
14.4
|
|
||
Non-GAAP:
|
Underlying Free Cash Flow
|
$
|
365.8
|
|
|
$
|
336.3
|
|
(1)
|
Included in net cash used in investing activities.
|
(2)
|
Included in net cash provided by operating activities and mainly reflects restructuring costs paid.
|
(3)
|
Included in net cash provided by operating activities and reflects acquisition and integration costs paid.
|
(4)
|
Amounts represent our proportionate 42% share of the cash flow impacts.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt obligations
|
$
|
4,540.6
|
|
|
$
|
1,239.3
|
|
|
$
|
926.0
|
|
|
$
|
775.3
|
|
|
$
|
1,600.0
|
|
Interest payments on debt obligations
|
1,945.2
|
|
|
142.3
|
|
|
250.2
|
|
|
174.8
|
|
|
1,377.9
|
|
|||||
Derivative payments
|
200.9
|
|
|
199.6
|
|
|
1.1
|
|
|
0.2
|
|
|
—
|
|
|||||
Retirement plan expenditures(1)
|
161.5
|
|
|
68.1
|
|
|
17.2
|
|
|
18.2
|
|
|
58.0
|
|
|||||
Operating leases
|
110.6
|
|
|
28.0
|
|
|
43.6
|
|
|
19.5
|
|
|
19.5
|
|
|||||
Other long-term obligations
|
2,232.1
|
|
|
691.7
|
|
|
882.7
|
|
|
450.7
|
|
|
207.0
|
|
|||||
Total obligations
|
$
|
9,190.9
|
|
|
$
|
2,369.0
|
|
|
$
|
2,120.8
|
|
|
$
|
1,438.7
|
|
|
$
|
3,262.4
|
|
(1)
|
Represents expected contributions under our defined benefit pension plans in the next twelve months and our benefits payments under postretirement benefit plans for all periods presented. The net unfunded liability at June 29, 2013 of our defined benefit pension plans (excluding our overfunded plans) and postretirement benefit plans is $578.9 million and $178.2 million, respectively. Contributions in future fiscal years will vary as a result of a number of factors, including actual plan asset returns and interest rates, and as such, have been excluded from the above table. We fund pension plans to meet the requirements set forth in applicable employee benefits laws. Sometimes we voluntarily increase funding levels to meet financial goals. Excluding MillerCoors, BRI and BDL, we expect to make contributions to our defined benefit pension plans of $110 million and benefit payments for our other postretirement benefit plans of approximately $10 million in 2013. Our U.K. pension plan is subject to a statutory valuation for funding purposes every three years, with the next valuation being as of June 30, 2013. While we cannot predict the outcomes of this valuation, it may result in a material increase to our long-term cash contribution obligations to our U.K. pension plan. The 2010 statutory valuation resulted in a long-term funding commitment plan along with an MCBC guarantee of GBP 25 million annual contributions in 2013 through March 2022. The per annum amount will be increased annually by the change in the Retail Price Index, subject to a maximum increase of 3% per annum.
|
|
Amount of commitment expiration per period
|
||||||||||||||||||
|
Total amounts
committed
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Standby letters of credit
|
$
|
45.6
|
|
|
$
|
45.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
(In millions)
|
||||||||||||||||||
$
|
(180.5
|
)
|
|
$
|
(188.3
|
)
|
|
$
|
8.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
As of
|
||||||
Estimated fair value volatility
|
June 29, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Foreign currency risk:
|
|
|
|
||||
Forwards
|
$
|
(68.0
|
)
|
|
$
|
(82.0
|
)
|
Swaps
|
$
|
(41.2
|
)
|
|
$
|
(57.8
|
)
|
Foreign currency denominated debt(1)
|
$
|
(213.3
|
)
|
|
$
|
(234.2
|
)
|
Interest rate risk:
|
|
|
|
||||
Debt
|
$
|
(116.9
|
)
|
|
$
|
(114.5
|
)
|
Swaps
|
$
|
(11.2
|
)
|
|
$
|
(25.4
|
)
|
Commodity price risk:
|
|
|
|
||||
Swaps
|
$
|
(3.6
|
)
|
|
$
|
(1.4
|
)
|
Equity price risk:
|
|
|
|
||||
Equity conversion feature of debt
|
$
|
(32.0
|
)
|
|
$
|
(13.5
|
)
|
(1)
|
Included in these amounts is the impact of adverse changes in foreign currency exchange rates on the equity conversion feature of our foreign denominated debt.
|
Exhibit
Number
|
|
Document Description
|
|
3.1
|
|
Amendment No.1 to Restated Certificate of Incorporation of Molson Coors Brewing Company.
|
|
10.1
|
|
Addendum to the employment letter of Stewart Glendinning
|
|
31.1
|
|
Section 302 Certification of Chief Executive Officer.
|
|
31.2
|
|
Section 302 Certification of Chief Financial Officer.
|
|
32
|
|
Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.*
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
|
|
|
|
*
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statements of Operations for the 13 and 26 weeks ended June 29, 2013, and June 30, 2012, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the 13 and 26 weeks ended June 29, 2013, and June 30, 2012, (iii) the Unaudited Condensed Consolidated Balance Sheets at June 29, 2013, and December 29, 2012, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the 26 weeks ended June 29, 2013, and June 30, 2012, (v) the Notes to Unaudited Condensed Consolidated Financial Statements, and (vi) document and entity information.
|
|
|
|
|
|
MOLSON COORS BREWING COMPANY
|
||
|
By:
|
|
/s/ GAVIN HATTERSLEY
|
|
|
|
Gavin Hattersley
Chief Financial Officer
(Chief Financial and Accounting Officer)
August 6, 2013
|
1.
|
Molson Coors Canada (“Molson”) provides a registered defined contribution pension plan to its salaried employees, the Molson Canada Pension Plan for Salaried Employees (the “Registered Plan”). Contributions under the Registered Plan are subject to the Income Tax Act (Canada) limits.
|
2.
|
Molson also provides an unregistered defined contribution pension plan to its salaried employees (the “Unregistered Plan”) for the portion of the employer contributions under the Registered Plan provisions which would not otherwise be made, due to the limits imposed by the Income Tax Act (Canada).
|
3.
|
In addition, Molson shall provide you a complementary arrangement (the “DC SERP”) where notional allocations are made to a notional individual account maintained by Molson in your name (the “Supplemental Account”).
|
4.
|
You shall become entitled to benefits under the DC SERP from the date you became a member of the Registered Plan. You shall accrue benefits under the DC SERP as long as you remain a member of the Registered Plan.
|
5.
|
In respect of each month during which you accrued benefits under the DC SERP, Molson shall make a notional allocation to your Supplemental Account in an amount equal to 16% of your monthly earnings, less what Molson contributed in your respect to the Registered DC Plan during such month.
|
6.
|
The amount of notional allocations shall not be taken into account for the calculation of any other benefits, bonuses or other advantages paid by Molson.
|
7.
|
For the purposes of calculating notional investment income under your Supplemental Account, the notional allocations made by Molson to your Supplemental Account shall be credited with a rate of return corresponding to the rate of return of your Registered DC Plan. The monthly allocation should be assumed to be made at the end of each month.
|
8.
|
If you retire or if your employment with Molson terminates for any other reason than termination for cause, you shall be entitled to receive the notional balance of your Supplemental Account within 60 days after your retirement or termination date.
|
9.
|
If you die prior to receiving any benefit under the DC SERP, your beneficiary, as defined under the Registered Plan, shall be entitled to receive the notional balance of your Supplemental Account within 60 days after the date of death.
|
10.
|
For greater certainty, the amount payable under the DC SERP shall not include any tax adjustment or gross-up.
|
11.
|
Molson shall provide you with an annual statement providing information on your Supplemental Account, including activity during the calendar year preceding the date of issuance of such statement, notional allocations made pursuant to paragraph 5 hereof and notional investment income allocated in accordance with paragraph 7 hereof.
|
/s/ Stewart Glendinning
|
|
07/22/2013
|
Stewart Glendinning
President and CEO, MCBC Canada
|
|
DATE
|
/s/ E. Lee Reichert
|
|
07/22/2013
|
E. Lee Reichert
Deputy General Counsel and Assistant Secretary, Molson Coors
|
|
DATE
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ PETER SWINBURN
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Peter Swinburn
President and Chief Executive Officer
(Principal Executive Officer)
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August 6, 2013
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1.
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I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ GAVIN HATTERSLEY
|
|
|
Gavin Hattersley
Chief Financial Officer
(Principal Financial Officer)
|
|
|
August 6, 2013
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended
June 29, 2013
filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(b)
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ PETER SWINBURN
|
|
|
Peter Swinburn
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
August 6, 2013
|
|
|
|
|
|
/s/ GAVIN HATTERSLEY
|
|
|
Gavin Hattersley
Chief Financial Officer
(Principal Financial Officer)
|
|
|
August 6, 2013
|