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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 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
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84-0178360
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1225 17th Street, Denver, Colorado
1555 Notre Dame Street East, Montréal, Québec, Canada
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80202
H2L 2R5
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange
on which registered
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Class A Common Stock, $0.01 par value
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New York Stock Exchange
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Class B Common Stock, $0.01 par value
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New York Stock Exchange
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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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Class A Common Stock—2,556,894 shares
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Class B Common Stock—159,737,216 shares
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Class A Exchangeable Shares—2,896,941 shares
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Class B Exchangeable Shares—18,935,453 shares
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Page
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2012
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2011
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2010
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2009
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2008
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Beer
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51.3
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%
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51.9
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%
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52.8
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%
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53.3
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%
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53.4
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%
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Other alcohol beverages
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48.7
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%
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48.1
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%
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47.2
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%
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46.7
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%
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46.6
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%
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2012
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2011
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2010
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2009
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2008
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Beer
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52.8
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%
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53.2
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%
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54.4
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%
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55.1
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%
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56.0
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%
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Other alcohol beverages
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47.2
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%
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46.8
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%
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45.6
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%
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44.9
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%
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44.0
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%
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2012
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2011
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2010
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2009
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2008
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Beer
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35.7
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%
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35.3
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%
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35.1
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%
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35.6
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%
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37.4
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%
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Other alcohol beverages
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64.3
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%
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64.7
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%
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64.9
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%
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64.4
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%
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62.6
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%
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Name
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Age
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Position
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Peter Swinburn
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61
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President, Chief Executive Officer, and a Director of MillerCoors LLC
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Krishnan Anand
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56
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President and Chief Executive Officer of Molson Coors International
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Peter H. Coors
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67
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Chairman of the Board of the Company, Executive Director of Coors Brewing Company, and Chairman of the Board of MillerCoors LLC
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Stewart Glendinning
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48
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President and Chief Executive Officer of Molson Coors Canada
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Gavin Hattersley
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51
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Chief Financial Officer, Chief Accounting Officer and a Director of MillerCoors LLC
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Mark Hunter
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51
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President and Chief Executive Officer of Molson Coors Europe
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Celso White
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52
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Chief Supply Chain Officer and a Director of MillerCoors LLC
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Samuel D. Walker
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55
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Chief People and Legal Officer, Corporate Secretary, and a Director of MillerCoors LLC
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•
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failure to implement our business plan for the combined business;
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•
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unanticipated issues in integrating manufacturing, logistics, information, procurement, communications and other systems;
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•
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possible inconsistencies in standards, controls, procedures and policies, and compensation structures between
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•
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failure to retain key customers and suppliers;
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•
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unanticipated changes in applicable laws and regulations;
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•
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operating risks inherent in Central Europe's business and our business;
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•
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unanticipated issues, expenses and liabilities.
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Facility
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Location
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Character
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Canada Segment
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Administrative offices
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Montréal, Québec
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Corporate Headquarters
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Toronto, Ontario
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Canada Segment Headquarters
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Vancouver, British Columbia
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Granville Island Brewing Head Office
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Brewery/packaging plants
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Creemore, Ontario
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Brewing and packaging
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Moncton, New Brunswick
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Brewing and packaging
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Montréal, Québec(1)
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Brewing and packaging
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St John's, Newfoundland
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Brewing and packaging
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Toronto, Ontario(1)
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Brewing and packaging
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Vancouver, British Columbia(2)
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Brewing and packaging
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Distribution warehouses
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Québec Province(3)
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Distribution centers
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Rest of Canada(4)
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Distribution centers
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Europe Segment
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Administrative offices
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Prague, Czech Republic
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Europe Segment Headquarters
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Brewery/packaging plants
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Alton Brewery, Hampshire, U.K.(1)
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Brewing and packaging
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Apatin, Serbia(1)
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Brewing and packaging
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Bőcs, Hungary
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Brewing and packaging
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Burton-on-Trent, Staffordshire, U.K.(1)
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Brewing and packaging
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Haskovo, Bulgaria
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Brewing and packaging
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Niksic, Montenegro
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Brewing and packaging
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Ostrava, Czech Republic
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Brewing and packaging
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Ploiesti, Romania(1)
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Brewing and packaging
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Plovdiv, Bulgaria
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Brewing and packaging
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Prague, Czech Republic(1)
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Brewing and packaging
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Sharp's Brewery, Cornwall, U.K.
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Brewing and packaging
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Tadcaster Brewery, Yorkshire, U.K.
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Brewing and packaging
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Zagreb, Croatia
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Brewing and packaging
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Malting/grain silos
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Burton-on-Trent, Staffordshire, U.K.
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Malting facility
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Distribution warehouses
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Europe(5)
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Distribution centers
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MCI Segment
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Brewery/packaging plants
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Patna, India
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Brewing and packaging
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(1)
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Montréal and Toronto breweries collectively account for approximately 78% of our Canada production. The Burton-on-Trent, Alton, Apatin, Prague and Ploiesti breweries collectively account for approximately 67% of our Europe production.
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(2)
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We own one and lease one brewing and packaging facility in Vancouver, British Columbia.
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(3)
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We own 10 distribution centers, lease four additional distribution centers, lease seven cross docks, lease one warehouse and lease one parking facility in the Québec Province.
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(4)
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We own one and lease eight warehouses throughout Canada, excluding the Québec Province.
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(5)
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We own 16 distribution centers, lease 16 additional distribution centers, own 4 warehouses and lease 4 additional warehouses throughout Europe.
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Title of class
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Number of record
security holders
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Class A common stock, $0.01 par value
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25
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Class B common stock, $0.01 par value
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3,004
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Class A exchangeable shares
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252
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Class B exchangeable shares
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2,629
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High
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Low
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Dividends
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||||||
2013
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First quarter
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$
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49.03
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$
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41.75
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$
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0.32
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Second quarter
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$
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52.88
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$
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48.00
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$
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0.32
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Third quarter
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$
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53.26
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$
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46.94
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$
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0.32
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Fourth quarter
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$
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55.72
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$
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50.20
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$
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0.32
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2012
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First quarter
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$
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45.74
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$
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42.80
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$
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0.32
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Second quarter
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$
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45.80
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$
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38.50
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$
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0.32
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Third quarter
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$
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46.30
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$
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40.53
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$
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0.32
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Fourth quarter
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$
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45.50
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$
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40.31
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$
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0.32
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High
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Low
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Dividends
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||||||
2013
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||||||
First quarter
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$
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49.28
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$
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41.26
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$
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0.32
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Second quarter
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$
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53.35
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$
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46.95
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$
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0.32
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Third quarter
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$
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53.70
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$
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47.17
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$
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0.32
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Fourth quarter
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$
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56.49
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$
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49.43
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$
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0.32
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2012
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First quarter
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$
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45.99
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$
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41.96
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$
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0.32
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Second quarter
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$
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45.91
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$
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37.96
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$
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0.32
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Third quarter
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$
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46.35
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$
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39.88
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$
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0.32
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Fourth quarter
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$
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45.19
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$
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39.46
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$
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0.32
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High
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Low
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Dividends
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||||||
2013
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First quarter
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CAD
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52.10
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CAD
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41.86
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$
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0.32
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Second quarter
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CAD
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54.00
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CAD
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48.86
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$
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0.32
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Third quarter
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CAD
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54.66
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CAD
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52.04
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$
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0.32
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Fourth quarter
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CAD
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59.09
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CAD
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51.01
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$
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0.32
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2012
|
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|||||
First quarter
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CAD
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45.50
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CAD
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42.64
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$
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0.32
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Second quarter
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CAD
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43.00
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CAD
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39.05
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$
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0.32
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Third quarter
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CAD
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47.00
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CAD
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40.00
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$
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0.32
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Fourth quarter
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CAD
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44.09
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CAD
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39.77
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$
|
0.32
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High
|
|
Low
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Dividends
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||||||
2013
|
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||||||
First quarter
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CAD
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50.50
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CAD
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41.01
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$
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0.32
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Second quarter
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CAD
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54.69
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CAD
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49.25
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|
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$
|
0.32
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Third quarter
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CAD
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55.49
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CAD
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50.00
|
|
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$
|
0.32
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Fourth quarter
|
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CAD
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59.75
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CAD
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51.06
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$
|
0.32
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|
2012
|
|
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|
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||||||
First quarter
|
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CAD
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46.32
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|
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CAD
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42.26
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|
$
|
0.32
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|
Second quarter
|
|
CAD
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45.50
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|
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CAD
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39.52
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|
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$
|
0.32
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Third quarter
|
|
CAD
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45.00
|
|
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CAD
|
39.01
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|
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$
|
0.32
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Fourth quarter
|
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CAD
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44.50
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CAD
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39.60
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$
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0.32
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At Fiscal-Year End
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||||||||||||||||||||||
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2008
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2009
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2010
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|
2011
|
|
2012
|
|
2013
|
||||||||||||
Molson Coors
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$
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100.00
|
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$
|
96.97
|
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|
$
|
113.40
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|
$
|
99.80
|
|
|
$
|
100.94
|
|
|
$
|
133.62
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
132.23
|
|
|
$
|
150.54
|
|
|
$
|
153.86
|
|
|
$
|
175.50
|
|
|
$
|
226.57
|
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Peer Group(1)
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$
|
100.00
|
|
|
$
|
184.22
|
|
|
$
|
214.46
|
|
|
$
|
218.82
|
|
|
$
|
296.07
|
|
|
$
|
338.68
|
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(1)
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The Peer Group represents the weighted-average based on market capitalization of the common stock of MCBC, SABMiller, ABI, Carlsberg, Heineken and Asahi. These securities are traded on various exchanges throughout the world. Modelo was removed from the peer group, as it was acquired during 2013 by ABI.
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|
|
2013(1)
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|
2012(1)(2)
|
|
2011(1)
|
|
2010(1)
|
|
2009(1)
|
||||||||||
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(In millions, except per share data)
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||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
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|
||||||||||
Net sales
|
|
$
|
4,206.1
|
|
|
$
|
3,916.5
|
|
|
$
|
3,515.7
|
|
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$
|
3,254.4
|
|
|
$
|
3,032.4
|
|
Income from continuing operations attributable to MCBC
|
|
$
|
565.3
|
|
|
$
|
441.5
|
|
|
$
|
674.0
|
|
|
$
|
668.1
|
|
|
$
|
729.4
|
|
Income from continuing operations attributable to MCBC per share:
|
|
|
|
|
|
|
|
|
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|
||||||||||
Basic
|
|
$
|
3.09
|
|
|
$
|
2.44
|
|
|
$
|
3.65
|
|
|
$
|
3.59
|
|
|
$
|
3.96
|
|
Diluted
|
|
$
|
3.07
|
|
|
$
|
2.43
|
|
|
$
|
3.62
|
|
|
$
|
3.57
|
|
|
$
|
3.92
|
|
Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
15,580.1
|
|
|
$
|
16,212.2
|
|
|
$
|
12,423.8
|
|
|
$
|
12,697.6
|
|
|
$
|
12,021.1
|
|
Current portion of long-term debt and short-term borrowings
|
|
$
|
586.9
|
|
|
$
|
1,245.6
|
|
|
$
|
46.9
|
|
|
$
|
1.1
|
|
|
$
|
300.3
|
|
Long-term debt
|
|
$
|
3,213.0
|
|
|
$
|
3,422.5
|
|
|
$
|
1,914.9
|
|
|
$
|
1,959.6
|
|
|
$
|
1,412.7
|
|
Other information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share of common stock
|
|
$
|
1.28
|
|
|
$
|
1.28
|
|
|
$
|
1.24
|
|
|
$
|
1.08
|
|
|
$
|
0.92
|
|
(1)
|
On November 14, 2013, our Board of Directors approved a resolution to change MCBC's fiscal year from a
52
/
53
week fiscal year to a calendar year. As such, our
2013
fiscal year was extended from December 28, 2013 to December 31, 2013, with subsequent fiscal years beginning on January 1 and ending on December 31 of each year. The impact of the three additional days in fiscal year 2013 is immaterial to the consolidated financial statements. Fiscal year 2011 contained 53 weeks whereas fiscal years 2009, 2010, and 2012 contained 52 weeks. Fiscal year 2013 included three additional days beyond 52 weeks due to the above mentioned fiscal year change.
|
(2)
|
Reflects activity as a result of our acquisition of StarBev Holdings S.a.r.l. on June 15, 2012. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 3, "Acquisition of StarBev"
of the Notes for further discussion.
|
•
|
Net income from continuing operations attributable to MCBC of
$565.3 million
, or
$3.07
per diluted share, increased
28.0%
from a year ago, due to cycling of financing and acquisition costs incurred in 2012 related to the Acquisition, lower income taxes and an increase in earnings from our Europe segment operations, offset by an increase in special charges, primarily due to non-cash impairments of intangible assets and restructuring charges incurred in
2013
. Additionally, underlying after-tax income of
$727.1 million
, or
$3.95
per diluted share, increased
2.3%
and underlying EBITDA increased
5.1%
compared to
2012
, primarily due to an increase in underlying earnings in Europe and the U.S., partially offset by lower underlying income in Canada, due to lower volumes. Our underlying income excludes some special and other non-core gains, losses and expenses that net to a
$210.9 million
pretax charge, as explained below.
|
•
|
Worldwide beer volume for MCBC in
2013
increased
8.5%
compared to
2012
, primarily due to including the results of our Central Europe operations, as well as increased volumes in the U.K., partially offset by lower volumes in Canada and the U.S. Additionally, total-company net sales increased
7.4%
compared to
2012
, primarily due to including a full year of results from our Central Europe operations, positive pricing in Europe, partially offset by lower volumes and unfavorable foreign exchange rate changes in Canada.
|
•
|
We generated cash flow from operating activities of
$1,168.2 million
, representing an
18.8%
increase from
$983.7 million
in
2012
and a
34.6%
increase from
$868.1 million
in 2011. Underlying free cash flow in
2013
was
$892.0 million
, compared to
$864.7 million
in
2012
, representing an
increase
of
3.2%
from 2012. These increases in operating cash flow and underlying free cash flow are driven by higher net income, adjusted for increased non-cash impairments and other non-cash add-backs. Additionally, increased operating cash flows are primarily driven by an increased focus on managing working capital, particularly in Canada and Europe, along with lower cash paid for interest, partially offset by higher tax payments and pension contributions.
|
•
|
We decreased our total outstanding debt balances by
$868.2 million
during the year, primarily due to the repayment of our
$575 million
convertible notes, as well as the
€500 million
convertible note (less amounts initially withheld of
€44.9 million
) and remaining outstanding portion of our
€120 million
term loan, offset by commercial paper issuances and borrowings on our Euro credit facility during
2013
. Additionally, we saw an improvement in the net underfunded position of our pension and other postretirement benefit plans, excluding those of MillerCoors and other equity method investments, of approximately $405 million primarily driven by increased discount rates, increased employer contributions and the performance of our plan assets. We also made repayments on our outstanding cross currency swaps of approximately
$114 million
.
|
•
|
Regionally:
|
•
|
In Canada, we gained share in the value segment, which has been a source of share loss in recent years, and we delivered strong cash and cost-saving results, but our overall performance declined. We are reducing our cost base in the same manner that we did in the U.K., and as a result, we expect to increase our capital spend in Canada by approximately CAD 40 million this year, with the expectation that we will begin to realize the resulting benefits in 2015. As in the U.K., we expect to re-invest most of the benefits back into our Canadian brands. Our
2013
income from continuing operations before income taxes and underlying pretax income in Canada decreased by
14.1%
to
$363.3 million
and by
10.1%
to
$392.8 million
, respectively, compared to
2012
. Positive pricing and cost reductions were more than offset by the negative impact of lower volume and higher costs, driven by input inflation, sales mix shift toward higher-cost brands and packages, increased promotional packaging expense and increased pension costs, in addition to negative foreign currency movements.
|
•
|
We grew U.S.
2013
pretax earnings on the strength of positive net pricing, strong sales mix and significant cost reductions. Although overall industry volume declined, we held share in the premium light segment, and we led the industry in above-premium share growth. Our above-premium portfolio now represents nearly 14% of our total net revenue, up more than 3 percentage points from 2012. Our
2013
equity income in MillerCoors increased
5.5%
to
$539.0 million
, while underlying equity income in MillerCoors increased
4.4%
to
$547.3 million
compared to
2012
, primarily driven by higher net pricing, favorable brand mix and lower MG&A partially offset by lower sales volume, commodity and brewery inflation and lower fixed cost absorption.
|
•
|
In Europe, although consumer demand remained weak, our business delivered solid growth in market share, net pricing, earnings and free cash flow. In addition to the brand performances mentioned above, our craft business is performing well and posted record volumes, with Doom Bar becoming the biggest selling cask ale in the U.K. on-premise channel. We reported
2013
income from continuing operations before income taxes of
$34.3 million
, a decrease of
78.6%
from
2012
on a pro forma basis, which is primarily attributable to a non-cash impairment charge of
$150.9 million
recognized in 2013 related to indefinite-lived intangible brand assets. Underlying income of
$213.3 million
increased by
15.3%
on a pro forma basis, compared to
$185.0 million
in
2012
, driven by strong net pricing and lower supply chain costs, partially offset by negative impact of lower volume, a mix shift toward higher-cost products and packages, increased marketing investments and spending behind our products.
|
•
|
Our International business rationalized its cost base and migrated its sales mix toward more profitable businesses in
2013
. As a result, we reduced the underlying loss by nearly half versus 2012 and are on track to our goal of profitability by 2016. Internationally, the portfolio is led by
Coors Light
but has been reinforced by
Staropramen
and increasingly
Blue Moon
, with
Carling
being used tactically. Our MCI
2013
loss from continuing operations before income taxes decreased by
83.6%
to
$11.8 million
and our
2013
underlying pretax loss decreased by
44.9%
to
$16.2 million
. This was driven by the addition of the Central Europe export and license business for a full year in 2013, the elimination of losses in our MC Si’hai joint venture, lower overhead costs and improved profit performance in our non-joint venture business in China, partially offset by lower sales volumes due to the negative impact of transferring our
Carling
travel and export business to the Europe segment. Additionally, the decrease in our loss from continuing operations before income taxes in 2013 is also driven by a gain recognized on the sale of our MC Si'hai joint venture in China during the fourth quarter of 2013, versus charges incurred in 2012 on the impairment and deconsolidation of the joint venture.
|
|
For the years ended
|
||||||||||||||||
|
December 31,
2013 |
|
Change
|
|
December 29,
2012 |
|
Change
|
|
December 31,
2011 |
||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||
Volume in hectoliters
|
30.521
|
|
|
20.4
|
%
|
|
25.343
|
|
|
34.4
|
%
|
|
18.861
|
|
|||
Net sales
|
$
|
4,206.1
|
|
|
7.4
|
%
|
|
$
|
3,916.5
|
|
|
11.4
|
%
|
|
$
|
3,515.7
|
|
Net income attributable to MCBC from continuing operations
|
$
|
565.3
|
|
|
28.0
|
%
|
|
$
|
441.5
|
|
|
(34.5
|
)%
|
|
$
|
674.0
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items(1)
|
200.0
|
|
|
145.7
|
%
|
|
81.4
|
|
|
N/M
|
|
|
12.3
|
|
|||
42% of MillerCoors special items, net of tax(2)
|
8.3
|
|
|
(38.1
|
)%
|
|
13.4
|
|
|
(71.7
|
)%
|
|
47.4
|
|
|||
Acquisition, integration and financing related costs(3)
|
10.7
|
|
|
(93.7
|
)%
|
|
170.5
|
|
|
N/M
|
|
|
—
|
|
|||
Unrealized mark-to-market (gains) and losses(4)
|
15.4
|
|
|
20.3
|
%
|
|
12.8
|
|
|
178.3
|
%
|
|
4.6
|
|
|||
Basis amortization related to the
Sparks
brand impairment(5)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100.0
|
)%
|
|
(25.2
|
)
|
|||
Other non-core items(6)
|
(23.5
|
)
|
|
N/M
|
|
|
(5.0
|
)
|
|
(165.8
|
)%
|
|
7.6
|
|
|||
Tax impact of Serbia statutory tax rate increase(7)
|
—
|
|
|
(100.0
|
)%
|
|
38.3
|
|
|
N/M
|
|
|
—
|
|
|||
Noncontrolling interest effect on special items(8)
|
—
|
|
|
(100.0
|
)%
|
|
(5.1
|
)
|
|
N/M
|
|
|
—
|
|
|||
Tax effect on special and non-core items(9)
|
(49.1
|
)
|
|
31.6
|
%
|
|
(37.3
|
)
|
|
94.3
|
%
|
|
(19.2
|
)
|
|||
Non-GAAP: Underlying net income attributable to MCBC from continuing operations
|
$
|
727.1
|
|
|
2.3
|
%
|
|
$
|
710.5
|
|
|
1.3
|
%
|
|
$
|
701.5
|
|
Net income attributable to MCBC per diluted share from continuing operations
|
$
|
3.07
|
|
|
(100.0
|
)%
|
|
$
|
2.43
|
|
|
(32.9
|
)%
|
|
$
|
3.62
|
|
Non-GAAP: Underlying net income attributable to MCBC per diluted share from continuing operations
|
$
|
3.95
|
|
|
1.0
|
%
|
|
$
|
3.91
|
|
|
4.0
|
%
|
|
$
|
3.76
|
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 8, "Special Items"
of the Notes to the Consolidated Financial Statements ("Notes") for additional information.
|
(2)
|
See "Results of Operations", "United States Segment" under the sub-heading "
Special Items
" in this section for additional information.
|
(3)
|
In connection with the Acquisition, we recognized fees in marketing, general and administrative expenses of
$10.7 million
and $40.2 million in 2013 and 2012, respectively.
|
(4)
|
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 2013 and 2012, we recognized an unrealized loss of
$5.4 million
and an unrealized gain of
$8.0 million
, respectively, recorded as interest expense related to changes in the fair value of the conversion feature. On August 13, 2013, the Seller exercised the conversion feature at an agreed upon value of
$14.4 million
incremental to the Convertible Note's principal. Upon settlement, $0.8 million was recognized as the realized gain on settlement of the conversion feature, which was initially recorded as a liability of $15.2 million when issued in the second quarter of 2012. Additionally, within other income (expense), we recorded losses of
$2.4 million
and
$23.8 million
during the 2013 and 2012, respectively, related to foreign currency movements on this Convertible Note. We additionally recorded a net loss of
$4.9 million
during 2013 related to foreign exchange contracts and cash positions entered into to hedge our risk associated with the payment of this foreign denominated debt. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 13, "Debt"
and
Note 17, "Derivative Instruments and Hedging Activities"
of the Notes for additional information.
|
(5)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 5, "Investments"
of the Notes under the sub-headings "Equity Investments" and "
Investment in MillerCoors"
for additional information.
|
(6)
|
In 2013, we recognized a net gain of
$23.5 million
within other income related to the sales of non-core investment assets. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 6, "Other Income and Expense"
of the Notes for additional information.
|
(7)
|
In the fourth quarter of 2012, the Serbian government increased statutory corporate income tax rates from 10% to 15%, effective January 1, 2013. As a result of the impact of the rate change on differences between the book basis and tax basis of intangible and other assets purchased in the Acquisition, we increased our deferred tax liability by, and recognized income tax expense of, $38.3 million.
|
(8)
|
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 5, "Investments"
of the Notes for additional information.
|
(9)
|
The effect of taxes on the adjustments used to arrive at underlying net income, a non-GAAP measure, is calculated based on applying the estimated underlying full-year effective tax rate to 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.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
|
Change
|
|
December 31, 2011
|
||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||
Net income attributable to MCBC from continuing operations
|
$
|
565.3
|
|
|
28.0
|
%
|
|
$
|
441.5
|
|
|
(34.5
|
)%
|
|
$
|
674.0
|
|
Add: Net income (loss) attributable to noncontrolling interests
|
5.2
|
|
|
N/M
|
|
|
(3.9
|
)
|
|
N/M
|
|
|
0.8
|
|
|||
Net income (loss) from continuing operations
|
$
|
570.5
|
|
|
30.4
|
%
|
|
$
|
437.6
|
|
|
(35.2
|
)%
|
|
$
|
674.8
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Add: Interest expense (income), net
|
170.1
|
|
|
(8.1
|
)%
|
|
185.0
|
|
|
71.3
|
%
|
|
108.0
|
|
|||
Add: Income tax expense (benefit)
|
84.0
|
|
|
(45.6
|
)%
|
|
154.5
|
|
|
55.4
|
%
|
|
99.4
|
|
|||
Add: Depreciation and amortization
|
320.5
|
|
|
17.5
|
%
|
|
272.7
|
|
|
25.6
|
%
|
|
217.1
|
|
|||
Adjustments to arrive at underlying EBITDA(1)
|
194.9
|
|
|
(10.1
|
)%
|
|
216.9
|
|
|
N/M
|
|
|
24.5
|
|
|||
Adjustments to arrive at underlying EBITDA related to our investment in MillerCoors(2)
|
128.5
|
|
|
(2.1
|
)%
|
|
131.2
|
|
|
(8.2
|
)%
|
|
142.9
|
|
|||
Non-GAAP: Underlying EBITDA
|
$
|
1,468.5
|
|
|
5.1
|
%
|
|
$
|
1,397.9
|
|
|
10.4
|
%
|
|
$
|
1,266.7
|
|
(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, special items, and amortization of the difference between the MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors.
|
|
For the years ended
|
|||||||||||||
|
December 31,
2013 |
|
Change
|
|
December 29,
2012 |
|
Change
|
|
December 31,
2011 |
|||||
|
(In millions, except percentages)
|
|||||||||||||
Volume in hectoliters:
|
|
|
|
|
|
|
|
|
|
|||||
Financial volume
|
30.521
|
|
|
20.4
|
%
|
|
25.343
|
|
|
34.4
|
%
|
|
18.861
|
|
Royalty volume(1)
|
1.353
|
|
|
27.2
|
%
|
|
1.064
|
|
|
135.9
|
%
|
|
0.451
|
|
Owned volume
|
31.874
|
|
|
20.7
|
%
|
|
26.407
|
|
|
36.7
|
%
|
|
19.312
|
|
Proportionate share of equity investment sales-to-retail(2)
|
27.864
|
|
|
(2.8
|
)%
|
|
28.652
|
|
|
(1.4
|
)%
|
|
29.046
|
|
Total worldwide beer volume
|
59.738
|
|
|
8.5
|
%
|
|
55.059
|
|
|
13.9
|
%
|
|
48.358
|
|
(1)
|
Includes MCI segment volume in Russia, Ukraine, and Mexico and a portion of Europe segment volume in Ireland.
|
(2)
|
Reflects the addition of our proportionate share of equity method investments STR for the periods presented.
|
|
For the years ended
|
|||||||
|
December 31,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|||
Effective tax rate
|
13
|
%
|
|
26
|
%
|
|
13
|
%
|
Adjustments:
|
|
|
|
|
|
|||
Tax rate changes
|
—
|
%
|
|
(5
|
)%
|
|
—
|
%
|
Acquisition-related costs
|
—
|
%
|
|
(2
|
)%
|
|
—
|
%
|
China impairments
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Tax impact of special and non-core items
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
MillerCoors special items
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Non-GAAP: Underlying effective tax rate
|
15
|
%
|
|
18
|
%
|
|
14
|
%
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
|
Change
|
|
December 31, 2011
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
|
8.332
|
|
|
(2.0
|
)%
|
|
8.505
|
|
|
(3.9
|
)%
|
|
8.850
|
|
|||
Sales
|
$
|
2,575.1
|
|
|
(3.7
|
)%
|
|
$
|
2,675.2
|
|
|
(2.1
|
)%
|
|
$
|
2,732.8
|
|
Excise taxes
|
(631.3
|
)
|
|
(1.1
|
)%
|
|
(638.4
|
)
|
|
(4.1
|
)%
|
|
(665.5
|
)
|
|||
Net sales
|
1,943.8
|
|
|
(4.6
|
)%
|
|
2,036.8
|
|
|
(1.5
|
)%
|
|
2,067.3
|
|
|||
Cost of goods sold
|
(1,104.3
|
)
|
|
(1.5
|
)%
|
|
(1,120.7
|
)
|
|
3.0
|
%
|
|
(1,087.8
|
)
|
|||
Gross profit
|
839.5
|
|
|
(8.4
|
)%
|
|
916.1
|
|
|
(6.5
|
)%
|
|
979.5
|
|
|||
Marketing, general and administrative expenses
|
(448.0
|
)
|
|
(6.0
|
)%
|
|
(476.5
|
)
|
|
(1.9
|
)%
|
|
(485.6
|
)
|
|||
Special items, net
|
(30.7
|
)
|
|
124.1
|
%
|
|
(13.7
|
)
|
|
18.1
|
%
|
|
(11.6
|
)
|
|||
Operating income (loss)
|
360.8
|
|
|
(15.3
|
)%
|
|
425.9
|
|
|
(11.7
|
)%
|
|
482.3
|
|
|||
Other income (expense), net
|
2.5
|
|
|
(186.2
|
)%
|
|
(2.9
|
)
|
|
(60.8
|
)%
|
|
(7.4
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
363.3
|
|
|
(14.1
|
)%
|
|
$
|
423.0
|
|
|
(10.9
|
)%
|
|
$
|
474.9
|
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items
|
30.7
|
|
|
124.1
|
%
|
|
13.7
|
|
|
18.1
|
%
|
|
11.6
|
|
|||
Other non-core items
|
(1.2
|
)
|
|
N/M
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Non-GAAP: Underlying pretax income (loss)
|
$
|
392.8
|
|
|
(10.1
|
)%
|
|
$
|
436.7
|
|
|
(10.2
|
)%
|
|
$
|
486.5
|
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2013
|
|
Change
|
|
December 31, 2012
|
|
Change
|
|
December 31, 2011
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volumes in hectoliters
|
74.274
|
|
|
(2.7
|
)%
|
|
76.299
|
|
|
(0.5
|
)%
|
|
76.652
|
|
|||
Sales
|
$
|
8,969.8
|
|
|
—
|
%
|
|
$
|
8,966.6
|
|
|
2.3
|
%
|
|
$
|
8,763.3
|
|
Excise taxes
|
(1,169.0
|
)
|
|
(3.0
|
)%
|
|
(1,205.5
|
)
|
|
(0.6
|
)%
|
|
(1,213.1
|
)
|
|||
Net sales
|
7,800.8
|
|
|
0.5
|
%
|
|
7,761.1
|
|
|
2.8
|
%
|
|
7,550.2
|
|
|||
Cost of goods sold
|
(4,723.7
|
)
|
|
0.7
|
%
|
|
(4,689.7
|
)
|
|
0.9
|
%
|
|
(4,647.9
|
)
|
|||
Gross profit
|
3,077.1
|
|
|
0.2
|
%
|
|
3,071.4
|
|
|
5.8
|
%
|
|
2,902.3
|
|
|||
Marketing, general and administrative expenses
|
(1,769.9
|
)
|
|
(3.2
|
)%
|
|
(1,828.5
|
)
|
|
3.4
|
%
|
|
(1,768.6
|
)
|
|||
Special items, net
|
(19.8
|
)
|
|
(37.7
|
)%
|
|
(31.8
|
)
|
|
(72.0
|
)%
|
|
(113.4
|
)
|
|||
Operating income
|
1,287.4
|
|
|
6.3
|
%
|
|
1,211.1
|
|
|
18.7
|
%
|
|
1,020.3
|
|
|||
Interest income (expense), net
|
(1.6
|
)
|
|
14.3
|
%
|
|
(1.4
|
)
|
|
(22.2
|
)%
|
|
(1.8
|
)
|
|||
Other income (expense), net
|
2.0
|
|
|
17.6
|
%
|
|
1.7
|
|
|
(43.3
|
)%
|
|
3.0
|
|
|||
Income from continuing operations before income taxes and noncontrolling interests
|
1,287.8
|
|
|
6.3
|
%
|
|
1,211.4
|
|
|
18.6
|
%
|
|
1,021.5
|
|
|||
Income tax expense
|
(3.9
|
)
|
|
(29.1
|
)%
|
|
(5.5
|
)
|
|
(26.7
|
)%
|
|
(7.5
|
)
|
|||
Income from continuing operations
|
1,283.9
|
|
|
6.5
|
%
|
|
1,205.9
|
|
|
18.9
|
%
|
|
1,014.0
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(13.4
|
)
|
|
(10.7
|
)%
|
|
(15.0
|
)
|
|
47.1
|
%
|
|
(10.2
|
)
|
|||
Net income attributable to MillerCoors
|
$
|
1,270.5
|
|
|
6.7
|
%
|
|
$
|
1,190.9
|
|
|
18.6
|
%
|
|
$
|
1,003.8
|
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items
|
19.8
|
|
|
(37.7
|
)%
|
|
31.8
|
|
|
(72.0
|
)%
|
|
113.4
|
|
|||
Tax effect on special items, net
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100.0
|
)%
|
|
(0.4
|
)
|
|||
Non-GAAP: Underlying net income attributable to MillerCoors
|
$
|
1,290.3
|
|
|
5.5
|
%
|
|
$
|
1,222.7
|
|
|
9.5
|
%
|
|
$
|
1,116.8
|
|
|
For the year ended December 31, 2013
|
|
Change
|
|
For the year ended December 29, 2012
|
|
Change
|
|
For the year ended December 31, 2011
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Net income attributable to MillerCoors
|
$
|
1,270.5
|
|
|
6.7
|
%
|
|
$
|
1,190.9
|
|
|
18.6
|
%
|
|
$
|
1,003.8
|
|
MCBC economic interest
|
42
|
%
|
|
|
|
42
|
%
|
|
|
|
42
|
%
|
|||||
MCBC proportionate share of MillerCoors net income
|
533.6
|
|
|
6.7
|
%
|
|
500.2
|
|
|
18.6
|
%
|
|
421.6
|
|
|||
Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(1)
|
4.6
|
|
|
(6.1
|
)%
|
|
4.9
|
|
|
(86.2
|
)%
|
|
35.4
|
|
|||
Share-based compensation adjustment(1)
|
0.8
|
|
|
(86.2
|
)%
|
|
5.8
|
|
|
N/M
|
|
|
0.9
|
|
|||
Equity Income in MillerCoors
|
$
|
539.0
|
|
|
5.5
|
%
|
|
$
|
510.9
|
|
|
11.6
|
%
|
|
$
|
457.9
|
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
MCBC proportionate share of MillerCoors special items
|
8.3
|
|
|
(38.1
|
)%
|
|
13.4
|
|
|
(71.8
|
)%
|
|
47.6
|
|
|||
Basis amortization related to
Sparks
brand impairment(1)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100.0
|
)%
|
|
(25.2
|
)
|
|||
Tax effect on special items
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100.0
|
)%
|
|
(0.2
|
)
|
|||
Non-GAAP Equity Income in MillerCoors
|
$
|
547.3
|
|
|
4.4
|
%
|
|
$
|
524.3
|
|
|
9.2
|
%
|
|
$
|
480.1
|
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 5, "Investments"
of the Notes, for a detailed discussion of these equity method adjustments.
|
|
For the years ended
|
|||||||||||||||||
|
2013
|
|
2012
|
|
|
|||||||||||||
|
Actual
|
|
Actual-Europe(3)
|
|
Pro Forma-Central Europe(4)
|
|
Pro Forma Combined 2012(4)
|
|
Change
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||||||
Volume in hectoliters(1)
|
21.146
|
|
|
15.896
|
|
|
5.303
|
|
|
21.199
|
|
|
(0.3
|
)%
|
||||
Sales(1)
|
$
|
3,265.4
|
|
|
$
|
2,783.6
|
|
|
$
|
420.5
|
|
|
$
|
3,204.1
|
|
|
1.9
|
%
|
Excise taxes
|
(1,137.1
|
)
|
|
(1,036.1
|
)
|
|
(92.8
|
)
|
|
(1,128.9
|
)
|
|
0.7
|
%
|
||||
Net sales(1)(5)
|
2,128.3
|
|
|
1,747.5
|
|
|
327.7
|
|
|
2,075.2
|
|
|
2.6
|
%
|
||||
Cost of goods sold(6)
|
(1,357.5
|
)
|
|
(1,159.9
|
)
|
|
(194.2
|
)
|
|
(1,354.1
|
)
|
|
0.3
|
%
|
||||
Gross profit
|
770.8
|
|
|
587.6
|
|
|
133.5
|
|
|
721.1
|
|
|
6.9
|
%
|
||||
Marketing, general and administrative expenses(7)
|
(569.5
|
)
|
|
(431.4
|
)
|
|
(108.8
|
)
|
|
(540.2
|
)
|
|
5.4
|
%
|
||||
Special items, net
|
(172.4
|
)
|
|
(23.5
|
)
|
|
—
|
|
|
(23.5
|
)
|
|
N/M
|
|
||||
Operating income (loss)
|
28.9
|
|
|
132.7
|
|
|
24.7
|
|
|
157.4
|
|
|
(81.6
|
)%
|
||||
Interest income(2)
|
4.9
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|
(14.0
|
)%
|
||||
Other income (expense), net
|
0.5
|
|
|
(2.2
|
)
|
|
(0.6
|
)
|
|
(2.8
|
)
|
|
(117.9
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
34.3
|
|
|
$
|
136.2
|
|
|
$
|
24.1
|
|
|
$
|
160.3
|
|
|
(78.6
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|||||||||
Special items
|
172.4
|
|
|
23.5
|
|
|
—
|
|
|
23.5
|
|
|
N/M
|
|
||||
Acquisition and integration related costs
|
6.6
|
|
|
13.0
|
|
|
(11.1
|
)
|
|
1.9
|
|
|
N/M
|
|
||||
Other non-core items
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(100.0
|
)%
|
||||
Non-GAAP: Underlying pretax income (loss)
|
$
|
213.3
|
|
|
$
|
172.0
|
|
|
$
|
13.0
|
|
|
$
|
185.0
|
|
|
15.3
|
%
|
|
For the years ended
|
|||||||||||||||||
|
2012
|
|
2011
|
|
|
|||||||||||||
|
Pro Forma Combined 2012(3)(4)
|
|
Actual-Europe(3)
|
|
Pro Forma-Central Europe(4)
|
|
Pro Forma Combined 2011(4)
|
|
Change
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||||||
Volume in hectoliters(1)
|
21.199
|
|
|
9.151
|
|
|
12.951
|
|
|
22.102
|
|
|
(4.1
|
)%
|
||||
Sales(1)
|
$
|
3,204.1
|
|
|
$
|
2,301.1
|
|
|
$
|
1,166.6
|
|
|
$
|
3,467.7
|
|
|
(7.6
|
)%
|
Excise taxes
|
(1,128.9
|
)
|
|
(967.6
|
)
|
|
(252.5
|
)
|
|
(1,220.1
|
)
|
|
(7.5
|
)%
|
||||
Net sales(1)(5)
|
2,075.2
|
|
|
1,333.5
|
|
|
914.1
|
|
|
2,247.6
|
|
|
(7.7
|
)%
|
||||
Cost of goods sold(6)
|
(1,354.1
|
)
|
|
(887.4
|
)
|
|
(504.7
|
)
|
|
(1,392.1
|
)
|
|
(2.7
|
)%
|
||||
Gross profit
|
721.1
|
|
|
446.1
|
|
|
409.4
|
|
|
855.5
|
|
|
(15.7
|
)%
|
||||
Marketing, general and administrative expenses(7)
|
(540.2
|
)
|
|
(352.6
|
)
|
|
(234.7
|
)
|
|
(587.3
|
)
|
|
(8.0
|
)%
|
||||
Special items, net
|
(23.5
|
)
|
|
0.3
|
|
|
(7.0
|
)
|
|
(6.7
|
)
|
|
N/M
|
|
||||
Operating income (loss)
|
157.4
|
|
|
93.8
|
|
|
167.7
|
|
|
261.5
|
|
|
(39.8
|
)%
|
||||
Interest income(2)
|
5.7
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|
(9.5
|
)%
|
||||
Other income (expense), net
|
(2.8
|
)
|
|
(0.8
|
)
|
|
(2.9
|
)
|
|
(3.7
|
)
|
|
(24.3
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
160.3
|
|
|
$
|
99.3
|
|
|
$
|
164.8
|
|
|
$
|
264.1
|
|
|
(39.3
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Special items
|
23.5
|
|
|
(0.3
|
)
|
|
7.0
|
|
|
6.7
|
|
|
N/M
|
|
||||
Acquisition and integration related costs
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/M
|
|
||||
Unrealized foreign exchange loss on Acquisition financing instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Other non-core items
|
(0.7
|
)
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
(128.0
|
)%
|
||||
Non-GAAP: Underlying pretax income (loss)
|
$
|
185.0
|
|
|
$
|
101.5
|
|
|
$
|
171.8
|
|
|
$
|
273.3
|
|
|
(32.3
|
)%
|
(1)
|
Reflects gross segment sales and for
2013
and
2012
includes intercompany sales to MCI of
0.066 million
hectoliters and
0.246 million
hectoliters, respectively and
$4.8 million
of net sales and
$16.0 million
of net sales, 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)
|
Actual Europe results for 2012 include the actual results for the U.K. for the full year 2012 combined with the actual results for Central Europe from the Acquisition date of June 15, 2012, through December 31, 2012. Actual Europe results for 2011 include the actual results for the U.K. for the full year 2011.
|
(4)
|
Pro forma amounts for 2012 include the results of operations for StarBev from January 1, 2012, to June 15, 2012 (Pro Forma Central Europe) and on a combined basis with the actual results of our historical post acquisition Central Europe and U.K. segments (Pro Forma Combined) for the year ended December 29, 2012. Additionally, for 2011 pro forma amounts include the historic StarBev results for the year ended December 31, 2011 (Pro Forma Central Europe) and on a combined basis with the actual results of our U.K. segment (Pro Forma Combined). 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 and expenses 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 audited annual and unaudited interim financial information in Euros derived from StarBev's underlying books and records maintained in accordance with International Financial Reporting Standards ("IFRS") and translated to USD using quarterly average exchange rates during each period indicated. Based on our review of StarBev's historical financial statements and understanding of the differences between U.S. GAAP and IFRS, we are not aware of any
|
(5)
|
StarBev's historical net sales were reduced by $25.4 million and $61.8 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, 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. These amounts include $6.3 million and $14.1 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, 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 $37.6 million and $101.4 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, 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 $39.0 million and $104.7 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, of distribution and logistics costs from marketing, general and administrative expenses to cost of goods sold. Additionally, there were $2.1 million and $4.7 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, of production equipment-related gains that were reclassified from marketing, general and administrative expenses to cost of goods sold. We also made pro forma adjustments to cost of goods sold for an increase of $1.7 million and a decrease of $3.2 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, resulting from the purchase price allocation for the Acquisition primarily driven by the amortization of the fair value of a favorable malting agreement within other intangibles offset in part by adjustments to decrease depreciation as a result of changes in the fair value of properties. Additionally, $8.6 million of charges related to the non-recurring fair value adjustment to acquisition date inventory that are reflected in the historical post-Acquisition MCBC results were added back for the fiscal 2012 results as they are non-recurring and directly related to the Acquisition.
|
(7)
|
To align StarBev to U.S. GAAP and to our accounting policies, StarBev's marketing, general and administrative expenses were reduced by $64.6 million and $162.7 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, 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, $2.3 million and $0.9 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, were added to marketing, general and administrative expenses to align recognition of various other immaterial items. We also made pro forma adjustments to reduce depreciation and amortization expense by $1.5 million and $0.1 million for the pre-Acquisition periods of January 1, 2012, to June 15, 2012, and the year ended December 31, 2011, respectively, to reflect the purchase price adjustments related to the valuations of properties and other intangibles. Additionally, for the year ended December 29, 2012, $2.5 million in acquisition-related costs incurred in the second quarter of 2012 that are reflected in the historical post-Acquisition MCBC results were removed from marketing, general and administrative expenses, as they are non-recurring and directly related to the Acquisition.
|
|
For the years ended
|
||||||||||||||||
|
December 31,
2013 |
|
Change
|
|
December 29, 2012(1)
|
|
Change
|
|
December 31,
2011 |
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters(2)
|
1.109
|
|
|
(6.6
|
)%
|
|
1.188
|
|
|
17.4
|
%
|
|
1.012
|
|
|||
Sales
|
$
|
162.7
|
|
|
(4.9
|
)%
|
|
$
|
171.0
|
|
|
19.0
|
%
|
|
$
|
143.7
|
|
Excise taxes
|
(25.1
|
)
|
|
4.6
|
%
|
|
(24.0
|
)
|
|
13.7
|
%
|
|
(21.1
|
)
|
|||
Net sales
|
137.6
|
|
|
(6.4
|
)%
|
|
147.0
|
|
|
19.9
|
%
|
|
122.6
|
|
|||
Cost of goods sold(3)
|
(85.0
|
)
|
|
(5.7
|
)%
|
|
(90.1
|
)
|
|
16.1
|
%
|
|
(77.6
|
)
|
|||
Gross profit
|
52.6
|
|
|
(7.6
|
)%
|
|
56.9
|
|
|
26.4
|
%
|
|
45.0
|
|
|||
Marketing, general and administrative expenses
|
(68.9
|
)
|
|
(21.2
|
)%
|
|
(87.4
|
)
|
|
12.9
|
%
|
|
(77.4
|
)
|
|||
Special items, net
|
4.4
|
|
|
(110.4
|
)%
|
|
(42.2
|
)
|
|
N/M
|
|
|
(1.0
|
)
|
|||
Operating income (loss)
|
(11.9
|
)
|
|
(83.6
|
)%
|
|
(72.7
|
)
|
|
117.7
|
%
|
|
(33.4
|
)
|
|||
Other income (expense), net
|
0.1
|
|
|
(83.3
|
)%
|
|
0.6
|
|
|
N/M
|
|
|
0.1
|
|
|||
Income (loss) from continuing operations before income taxes(4)
|
$
|
(11.8
|
)
|
|
(83.6
|
)%
|
|
$
|
(72.1
|
)
|
|
116.5
|
%
|
|
$
|
(33.3
|
)
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Special items
|
(4.4
|
)
|
|
(110.4
|
)%
|
|
42.2
|
|
|
N/M
|
|
|
1.0
|
|
|||
Other non-core items
|
—
|
|
|
(100.0
|
)%
|
|
0.5
|
|
|
N/M
|
|
|
—
|
|
|||
Non-GAAP: Underlying pretax income (loss)
|
$
|
(16.2
|
)
|
|
(44.9
|
)%
|
|
$
|
(29.4
|
)
|
|
(9.0
|
)%
|
|
$
|
(32.3
|
)
|
(1)
|
The results related to the Central Europe export and license business have been moved to our MCI segment beginning July 1, 2012. The impact of our Central Europe export and license business for the period from Acquisition through the end of the second quarter 2012 was immaterial and therefore, amounts for that period continue to be included in the Europe segment. The MCI results for the second half of 2012 reflect $5.4 million and $5.5 million of income from continuing operations before income taxes and non-GAAP underlying pretax income, respectively, relating to Central Europe export and license business.
|
(2)
|
Excludes royalty volume of 1.141 million hectoliters, 0.810 million hectoliters and 0.265 million hectoliters in
2013
,
2012
and
2011
, respectively.
|
(3)
|
Reflects gross segment amounts and for
2013
and
2012
includes intercompany cost of goods sold from the U.K. of
$4.8 million
and
$16.0 million
, respectively. The offset is included within U.K. net sales. These amounts are eliminated in the consolidated totals.
|
(4)
|
Includes loss attributable to noncontrolling interest of $8.0 million and $3.0 million in
2012
and
2011
, respectively.
|
|
For the years ended
|
||||||||||||||||
|
December 31,
2013 |
|
Change
|
|
December 29,
2012 |
|
Change
|
|
December 31,
2011 |
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Sales
|
$
|
1.2
|
|
|
—
|
%
|
|
$
|
1.2
|
|
|
(7.7
|
)%
|
|
$
|
1.3
|
|
Excise taxes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Net sales
|
1.2
|
|
|
—
|
%
|
|
1.2
|
|
|
(7.7
|
)%
|
|
1.3
|
|
|||
Cost of goods sold
|
(3.6
|
)
|
|
N/M
|
|
|
2.2
|
|
|
(141.5
|
)%
|
|
(5.3
|
)
|
|||
Gross profit
|
(2.4
|
)
|
|
(170.6
|
)%
|
|
3.4
|
|
|
(185.0
|
)%
|
|
(4.0
|
)
|
|||
Marketing, general and administrative expenses
|
(107.4
|
)
|
|
(17.9
|
)%
|
|
(130.8
|
)
|
|
26.5
|
%
|
|
(103.4
|
)
|
|||
Special items, net
|
(1.3
|
)
|
|
(35.0
|
)%
|
|
(2.0
|
)
|
|
N/M
|
|
|
—
|
|
|||
Operating income (loss)
|
(111.1
|
)
|
|
(14.1
|
)%
|
|
(129.4
|
)
|
|
20.5
|
%
|
|
(107.4
|
)
|
|||
Interest expense, net
|
(175.0
|
)
|
|
(8.2
|
)%
|
|
(190.7
|
)
|
|
66.8
|
%
|
|
(114.3
|
)
|
|||
Other income (expense), net
|
15.8
|
|
|
(118.4
|
)%
|
|
(85.8
|
)
|
|
N/M
|
|
|
(2.9
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(270.3
|
)
|
|
(33.4
|
)%
|
|
$
|
(405.9
|
)
|
|
80.7
|
%
|
|
$
|
(224.6
|
)
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items
|
1.3
|
|
|
(35.0
|
)%
|
|
2.0
|
|
|
N/M
|
|
|
—
|
|
|||
Acquisition and integration related costs
|
4.1
|
|
|
(97.4
|
)%
|
|
157.5
|
|
|
N/M
|
|
|
—
|
|
|||
Unrealized mark-to-market (gains) and losses
|
15.4
|
|
|
20.3
|
%
|
|
12.8
|
|
|
178.3
|
%
|
|
4.6
|
|
|||
Other non-core items
|
(22.3
|
)
|
|
N/M
|
|
|
(4.8
|
)
|
|
(194.1
|
)%
|
|
5.1
|
|
|||
Non-GAAP: Underlying pretax income (loss)
|
$
|
(271.8
|
)
|
|
14.0
|
%
|
|
$
|
(238.4
|
)
|
|
10.9
|
%
|
|
$
|
(214.9
|
)
|
|
|
As of
|
||||||
|
|
December 31,
2013 |
|
December 29,
2012 |
||||
|
|
(In millions)
|
||||||
Current assets
|
|
$
|
1,537.7
|
|
|
$
|
1,748.0
|
|
Less: Current liabilities
|
|
(2,142.1
|
)
|
|
(2,598.7
|
)
|
||
Add back: Current portion of long-term debt and short-term borrowings
|
|
586.9
|
|
|
1,245.6
|
|
||
Net working capital
|
|
$
|
(17.5
|
)
|
|
$
|
394.9
|
|
•
|
This decrease was primarily driven by the $2,257.4 million used in the Acquisition during the second quarter of 2012.
|
•
|
Additionally, in 2012, we settled $110.6 million of our cross currency swaps.
|
•
|
Further, proceeds from sales of properties and other assets increased
$37.9 million
in 2013 primarily due to the sale of our interest in our Tradeteam joint venture to DHL as well as the sale of other non-core investment assets. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 5, "Investments"
and
Note 6, "Other Income and Expense"
of the Notes for further discussion.
|
•
|
This decrease was partially offset by an increase in additions to properties of
$71.6 million
primarily related to investments in Europe in 2013.
|
•
|
Higher net cash used in investing activities was driven by the Acquisition of $2,257.4 million, net of cash acquired compared to the $31.0 million acquisition of Sharp's Brewery Ltd. and the $10.3 million acquisition of a controlling stake of MC Cobra India in 2011.
|
•
|
Higher net cash used in investing activities further relates to the $110.6 million settlement in 2012 of approximately 33% of our remaining cross currency swaps designated as a net investment hedge. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 17, "Derivative Instruments and Hedging Activities"
of the Notes for further discussion.
|
•
|
Higher net cash used was driven by increased net contributions to MillerCoors of $49.0 million in 2012.
|
•
|
These increases in net cash used were partially offset by the $93.6 million capital contribution to BRI in 2011, which BRI used, along with the capital contributions received from its other shareholders, to repay its CAD 200 million debt, releasing us from our guarantee of this debt.
|
•
|
This change from "cash provided by" to "cash used in" financing activities was primarily driven by the
$2,195.4 million
in proceeds from issuance of long-term debt associated with the Acquisition, reduced by the related debt issue costs of
$40.3 million
, during 2012. This amount was partially offset by payments during 2012 of
$424.3 million
and
$105.0 million
related to debt and overdraft balances, respectively, assumed in the Acquisition, $181.9 million on our term loans and $44.8 million for the settlement of our 10-year senior notes issued in 2002.
|
•
|
During 2013 we repaid the $575 million convertible bonds, the €500 million convertible note (less the €44.9 million initially withheld) for
$614.7 million
, and the balance of our Euro denominated term loan for
$123.8 million
(€93.7 million). These repayments were partially offset by net issuances under our commercial paper program and net borrowings on our Euro-denominated revolving credit facility of
$517.2 million
.
|
•
|
We additionally made
$119.4 million
in net interest and notional payments primarily 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
$8.2 million
in net interest payments in 2012.
|
•
|
The increase in cash used in financing activities was partially offset by a $54.7 million increase in the proceeds from the exercise of stock options.
|
•
|
Higher net cash provided by financing activities was driven by proceeds from issuances of long-term debt of $2,195.4 million related to the Acquisition. This increase was partially offset by 2012 debt repayments including the $424.3 million repayment of the Subordinated Deferred Payment Obligation, which we assumed as part of the Acquisition, the repayment of the $150 million term loan, the principal repayment of approximately $32 million on the €120 million term loan and $38.1 million of higher debt issuance costs. We also repaid the remaining $44.8 million outstanding of our $850 million 6.375% 10-year notes that were due in May 2012.
|
•
|
Additionally, in 2012 we purchased a portion of the non-controlling interests in Central Europe for $27.9 million.
|
•
|
In 2011, we repurchased 7.5 million of our Class B common shares for $321.1 million that contributed to higher net cash used in 2011. We did not repurchase any shares in 2012. We also made payments related to our cross currency swaps in 2011 for $104.5 million, inclusive of the settlement of a portion of these swaps.
|
|
|
|
For the years ended
|
||||||||||
|
|
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
|
|
(In millions)
|
||||||||||
U.S. GAAP:
|
Net Cash Provided by Operating Activities
|
|
$
|
1,168.2
|
|
|
$
|
983.7
|
|
|
$
|
868.1
|
|
Less:
|
Additions to properties(1)
|
|
(293.9
|
)
|
|
(222.3
|
)
|
|
(235.4
|
)
|
|||
Less:
|
Investment in MillerCoors(1)
|
|
(1,186.5
|
)
|
|
(1,008.8
|
)
|
|
(800.1
|
)
|
|||
Add:
|
Return of capital from MillerCoors(1)
|
|
1,146.0
|
|
|
942.4
|
|
|
782.7
|
|
|||
Add:
|
Cash impact of Special items(2)
|
|
48.8
|
|
|
11.6
|
|
|
3.1
|
|
|||
Add:
|
Costs related to the Acquisition(3)
|
|
7.7
|
|
|
134.7
|
|
|
—
|
|
|||
Add:
|
MillerCoors investment in businesses(4)
|
|
—
|
|
|
14.4
|
|
|
—
|
|
|||
Add:
|
MillerCoors purchase of noncontrolling interest(4)
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|||
Add:
|
MillerCoors cash impact of Special items(4)
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Non-GAAP:
|
Underlying Free Cash Flow
|
|
$
|
892.0
|
|
|
$
|
864.7
|
|
|
$
|
618.4
|
|
(1)
|
Included in Net cash used in investing activities.
|
(2)
|
Included in Net cash provided by operating activities.
|
(3)
|
Included in Net cash provided by operating activities and reflects integration costs of
$7.7 million
and $37.6 million paid in 2013 and 2012, respectively. Additionally, the adjustment to 2012 Net cash provided by operating activities reflects the loss related to settlement of Treasury Locks of $39.2 million and Euro currency purchase loss of $57.9 million.
|
(4)
|
Amounts represent our proportionate 42% share of the cash flow impacts, as determined by management. These items adjust operating cash flow to arrive at our underlying free cash flow for 2012.
|
|
For the years ended
|
|||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
|||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
|
|
|||
Canadian dollar (CAD)
|
1.03
|
|
|
1.00
|
|
|
0.98
|
|
Euro (EUR)
|
0.77
|
|
|
0.80
|
|
|
N/A
|
|
British pound (GBP)
|
0.64
|
|
|
0.63
|
|
|
0.62
|
|
Czech Koruna (CZK)
|
19.60
|
|
|
19.82
|
|
|
N/A
|
|
Croatian Kuna (HRK)
|
5.70
|
|
|
5.96
|
|
|
N/A
|
|
Serbian Dinar (RSD)
|
85.24
|
|
|
89.97
|
|
|
N/A
|
|
New Romanian Leu (RON)
|
3.31
|
|
|
3.55
|
|
|
N/A
|
|
Bulgarian Lev (BGN)
|
1.48
|
|
|
1.57
|
|
|
N/A
|
|
Hungarian Forint (HUF)
|
223.91
|
|
|
227.11
|
|
|
N/A
|
|
|
As of
|
||||
|
December 31, 2013
|
|
December 29, 2012
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian dollar (CAD)
|
1.06
|
|
|
1.00
|
|
Euro (EUR)
|
0.73
|
|
|
0.76
|
|
British pound (GBP)
|
0.60
|
|
|
0.62
|
|
Czech Koruna (CZK)
|
19.89
|
|
|
19.00
|
|
Croatian Kuna (HRK)
|
5.54
|
|
|
5.72
|
|
Serbian Dinar (RSD)
|
83.40
|
|
|
85.84
|
|
New Romanian Leu (RON)
|
3.25
|
|
|
3.36
|
|
Bulgarian Lev (BGN)
|
1.42
|
|
|
1.48
|
|
Hungarian Forint (HUF)
|
216.26
|
|
|
220.07
|
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
2014
|
|
2015 - 2016
|
|
2017 - 2018
|
|
2019 and Thereafter
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Debt obligations(1)
|
|
$
|
3,805.0
|
|
|
$
|
586.9
|
|
|
$
|
847.4
|
|
|
$
|
770.7
|
|
|
$
|
1,600.0
|
|
Interest payments on debt obligations(1)
|
|
1,870.2
|
|
|
140.3
|
|
|
226.0
|
|
|
162.3
|
|
|
1,341.6
|
|
|||||
Derivative payments(2)
|
|
76.9
|
|
|
73.9
|
|
|
2.9
|
|
|
0.1
|
|
|
—
|
|
|||||
Retirement plan expenditures(3)
|
|
134.3
|
|
|
41.3
|
|
|
17.2
|
|
|
18.5
|
|
|
57.3
|
|
|||||
Operating leases
|
|
107.6
|
|
|
33.3
|
|
|
43.5
|
|
|
13.9
|
|
|
16.9
|
|
|||||
Other long-term obligations(4)
|
|
3,236.7
|
|
|
1,178.3
|
|
|
833.4
|
|
|
365.8
|
|
|
859.2
|
|
|||||
Total obligations
|
|
$
|
9,230.7
|
|
|
$
|
2,054.0
|
|
|
$
|
1,970.4
|
|
|
$
|
1,331.3
|
|
|
$
|
3,875.0
|
|
(1)
|
The "debt obligations" line item includes the principal payment obligations related to our short-term commercial paper borrowings assuming repayment at maturity as well as the current borrowings on our EUR revolving credit facility assuming repayment in 2014. The "interest payments on debt obligations" line item includes floating-rate interest payments estimated using interest rates effective as of December 31, 2013, related to the EUR revolving credit facility. The "debt obligations" line item excludes unamortized discounts and also excludes capital leases obligations which are immaterial for current fiscal year.
|
(2)
|
The "derivative payments" line includes the payment obligations, to be paid to counterparties under our derivative contracts, as well as interest on our outstanding cross currency swap agreements. These obligations are primarily related to the cross currency swaps and exclude derivatives in an asset position of
$20.0 million
. As market rates fluctuate, payments to or receipts from our counterparties will also fluctuate. Due to the nature of our counterparty agreements, we are not able to net positions with the same counterparty across business units. Thus, in the event of default, we may be required to early settle all out-of-the-money contracts, without the benefit of netting the fair value of any in-the-money positions against this exposure.
|
(3)
|
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 underfunded liability at
December 31, 2013
of our defined benefit pension plans (excluding our overfunded plans) and postretirement benefit plans is
$312.5 million
and
$162.1 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. Pension contributions and postretirement benefit payments
|
(4)
|
The "other long-term obligations" line primarily includes non-cancellable purchase commitments as of December 31, 2013, that are enforceable and legally binding. Approximately
$753 million
of the total other long-term obligations relate to long-term supply contracts with third parties to purchase raw material, packaging materials and energy used in production. Approximately
$1,456 million
relates to commitments associated with Tradeteam in the U.K. Our aggregate commitments for advertising and promotions, including sports sponsorship, total approximately
$270 million
. The remaining amounts relate to sales and marketing, distribution, information technology services, open purchase orders and other commitments. Included in other long-term obligations are
$92.7 million
of unrecognized tax benefits and
$17.3 million
of indemnities provided to FEMSA for which we cannot reasonably estimate the timing of future cash flows, and therefore we have included these amounts in the longer than 5 year bucket.
|
|
|
Amount of commitment expiration per period
|
||||||||||||||||||
|
|
Total amounts
committed
|
|
2013
|
|
2014 - 2015
|
|
2016 - 2017
|
|
2018 and Thereafter
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Standby letters of credit
|
|
$
|
54.2
|
|
|
$
|
54.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Impact to projected benefit obligation as of
December 31, 2013 - 50 basis points |
||||||
|
|
Decrease
|
|
Increase
|
||||
|
|
(In millions)
|
||||||
Projected benefit obligation - unfavorable (favorable)
|
|
|
|
|
||||
Pension obligation
|
|
$
|
290.1
|
|
|
$
|
(261.3
|
)
|
OPEB obligation
|
|
11.3
|
|
|
(10.6
|
)
|
||
Total impact to the projected benefit obligation
|
|
$
|
301.4
|
|
|
$
|
(271.9
|
)
|
|
|
Impact to 2013 pension and postretirement benefit costs - 50
basis points (unfavorable) favorable |
||||||
|
|
Decrease
|
|
Increase
|
||||
|
|
(In millions)
|
||||||
Description of pension and postretirement plan sensitivity item
|
|
|
|
|
||||
Expected return on pension plan assets
|
|
$
|
(15.4
|
)
|
|
$
|
15.4
|
|
Discount rate on pension plans
|
|
$
|
(9.4
|
)
|
|
$
|
9.6
|
|
Discount rate on postretirement plans
|
|
$
|
(0.1
|
)
|
|
$
|
0.3
|
|
|
Notional amounts by expected maturity date
|
|
December 31,
2013 |
|
December 29,
2012 |
|||||||||||||||||||||||
|
December
|
|
|
|||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
Fair value (1)
|
|
Fair value(1)
|
|||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
$575 million, 2.5% convertible bonds, due 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(588.6
|
)
|
€500 million, 0.0% convertible notes due 2013
|
44.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.9
|
|
|
$
|
(61.8
|
)
|
|
$
|
(662.5
|
)
|
CAD 900 million, 5.0% fixed rate, notes due 2015
|
—
|
|
|
900.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
900.0
|
|
|
$
|
(903.7
|
)
|
|
$
|
(983.7
|
)
|
CAD 500 million, 3.95% fixed rate Series A notes, due 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|
$
|
(494.3
|
)
|
|
$
|
(534.8
|
)
|
$300 million 2.0% notes due 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
300.0
|
|
|
—
|
|
|
—
|
|
|
300.0
|
|
|
$
|
(304.3
|
)
|
|
$
|
(310.0
|
)
|
$500 million 3.5% notes due 2022
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|
500.0
|
|
|
$
|
(496.3
|
)
|
|
$
|
(534.0
|
)
|
$1.1 billion 5.0% notes due 2042
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100.0
|
|
|
1,100.0
|
|
|
$
|
(1,098.5
|
)
|
|
$
|
(1,247.2
|
)
|
€120 million term loan due 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(123.9
|
)
|
Other long-term debt
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.6
|
)
|
Foreign currency management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Forwards
|
235.3
|
|
|
159.6
|
|
|
81.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
476.1
|
|
|
$
|
19.7
|
|
|
$
|
(1.7
|
)
|
Cross currency swaps
|
240.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240.7
|
|
|
$
|
(71.7
|
)
|
|
$
|
(220.4
|
)
|
Commodity pricing management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Swaps (notional in kWh)
|
483.8
|
|
|
309.5
|
|
|
55.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
848.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.9
|
)
|
Swaps (notional in MT, rounds to zero)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(4.7
|
)
|
|
$
|
(1.6
|
)
|
Equity management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity conversion feature of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.9
|
)
|
(1)
|
Fair values are stated in USD based on the applicable exchange rate as of December 31, 2013, and December 29, 2012, respectively. In January 2014, we early settled the final remaining CAD
241 million
notional amount of our outstanding currency swaps designated as a net investment hedge of our Canadian operations for
$65.2 million
. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 17, "Derivative Instruments and Hedging Activities"
of the Notes for further discussion.
|
|
|
As of
|
||||||
|
|
December 31,
2013 |
|
December 29,
2012 |
||||
|
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
|
|
|||
Foreign currency risk:
|
|
|
|
|
||||
Forwards
|
|
$
|
(69.2
|
)
|
|
$
|
(82.0
|
)
|
Swaps
|
|
$
|
(16.7
|
)
|
|
$
|
(57.8
|
)
|
Foreign currency denominated debt
|
|
$
|
(146.6
|
)
|
|
$
|
(234.2
|
)
|
Equity conversion feature of debt
|
|
$
|
—
|
|
|
$
|
(5.6
|
)
|
Interest rate risk:
|
|
|
|
|
||||
Debt
|
|
$
|
(110.0
|
)
|
|
$
|
(114.5
|
)
|
Swaps
|
|
$
|
(1.8
|
)
|
|
$
|
(25.4
|
)
|
Commodity price risk:
|
|
|
|
|
||||
Swaps
|
|
$
|
(7.4
|
)
|
|
$
|
(1.4
|
)
|
Equity price risk:
|
|
|
|
|
||||
Equity conversion feature of debt
|
|
$
|
—
|
|
|
$
|
(13.5
|
)
|
|
|
Index to Financial Statements
|
Page
|
|
|
Management's Report
|
|
Consolidated Statements of Cash Flows for the three years ended December 31, 2013, December 29, 201
2, and December 31, 2011
|
|
/s/ PETER SWINBURN
|
|
/s/ GAVIN HATTERSLEY
|
Peter Swinburn
|
|
Gavin Hattersley
|
President & Chief Executive Officer
|
|
Chief Financial Officer
|
Molson Coors Brewing Company
|
|
Molson Coors Brewing Company
|
February 14, 2014
|
|
February 14, 2014
|
|
For the Years Ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Sales
|
$
|
5,999.6
|
|
|
$
|
5,615.0
|
|
|
$
|
5,169.9
|
|
Excise taxes
|
(1,793.5
|
)
|
|
(1,698.5
|
)
|
|
(1,654.2
|
)
|
|||
Net sales
|
4,206.1
|
|
|
3,916.5
|
|
|
3,515.7
|
|
|||
Cost of goods sold
|
(2,545.6
|
)
|
|
(2,352.5
|
)
|
|
(2,049.1
|
)
|
|||
Gross profit
|
1,660.5
|
|
|
1,564.0
|
|
|
1,466.6
|
|
|||
Marketing, general and administrative expenses
|
(1,193.8
|
)
|
|
(1,126.1
|
)
|
|
(1,019.0
|
)
|
|||
Special items, net
|
(200.0
|
)
|
|
(81.4
|
)
|
|
(12.3
|
)
|
|||
Equity income in MillerCoors
|
539.0
|
|
|
510.9
|
|
|
457.9
|
|
|||
Operating income (loss)
|
805.7
|
|
|
867.4
|
|
|
893.2
|
|
|||
Other income (expense), net
|
|
|
|
|
|
||||||
Interest expense
|
(183.8
|
)
|
|
(196.3
|
)
|
|
(118.7
|
)
|
|||
Interest income
|
13.7
|
|
|
11.3
|
|
|
10.7
|
|
|||
Other income (expense), net
|
18.9
|
|
|
(90.3
|
)
|
|
(11.0
|
)
|
|||
Total other income (expense), net
|
(151.2
|
)
|
|
(275.3
|
)
|
|
(119.0
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
654.5
|
|
|
592.1
|
|
|
774.2
|
|
|||
Income tax benefit (expense)
|
(84.0
|
)
|
|
(154.5
|
)
|
|
(99.4
|
)
|
|||
Net income (loss) from continuing operations
|
570.5
|
|
|
437.6
|
|
|
674.8
|
|
|||
Income (loss) from discontinued operations, net of tax
|
2.0
|
|
|
1.5
|
|
|
2.3
|
|
|||
Net income (loss) including noncontrolling interests
|
572.5
|
|
|
439.1
|
|
|
677.1
|
|
|||
Less: Net (income) loss attributable to noncontrolling interests
|
(5.2
|
)
|
|
3.9
|
|
|
(0.8
|
)
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
567.3
|
|
|
$
|
443.0
|
|
|
$
|
676.3
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
3.09
|
|
|
$
|
2.44
|
|
|
$
|
3.65
|
|
From discontinued operations
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
3.10
|
|
|
$
|
2.45
|
|
|
$
|
3.66
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
3.07
|
|
|
$
|
2.43
|
|
|
$
|
3.62
|
|
From discontinued operations
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
3.08
|
|
|
$
|
2.44
|
|
|
$
|
3.63
|
|
Weighted-average shares—basic
|
183.0
|
|
|
180.8
|
|
|
184.9
|
|
|||
Weighted-average shares—diluted
|
184.2
|
|
|
181.8
|
|
|
186.4
|
|
|||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
565.3
|
|
|
$
|
441.5
|
|
|
$
|
674.0
|
|
Income (loss) from discontinued operations, net of tax
|
2.0
|
|
|
1.5
|
|
|
2.3
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
567.3
|
|
|
$
|
443.0
|
|
|
$
|
676.3
|
|
|
For the Years Ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
572.5
|
|
|
$
|
439.1
|
|
|
$
|
677.1
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(207.7
|
)
|
|
344.9
|
|
|
(67.7
|
)
|
|||
Unrealized gain (loss) on derivative instruments
|
35.5
|
|
|
(26.4
|
)
|
|
(6.1
|
)
|
|||
Reclassification of derivative (gain) loss to income
|
(3.2
|
)
|
|
8.6
|
|
|
19.4
|
|
|||
Pension and other postretirement benefit adjustments
|
240.7
|
|
|
(195.8
|
)
|
|
(189.6
|
)
|
|||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
46.4
|
|
|
30.9
|
|
|
10.2
|
|
|||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
81.2
|
|
|
(6.9
|
)
|
|
(67.0
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
192.9
|
|
|
155.3
|
|
|
(300.8
|
)
|
|||
Comprehensive income (loss)
|
765.4
|
|
|
594.4
|
|
|
376.3
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
(5.2
|
)
|
|
3.9
|
|
|
(0.8
|
)
|
|||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
760.2
|
|
|
$
|
598.3
|
|
|
$
|
375.5
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
|
|||||||
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
442.3
|
|
|
$
|
624.0
|
|
Accounts and notes receivable:
|
|
|
|
||||
Trade, less allowance for doubtful accounts of $13.6 and $13.4, respectively
|
572.8
|
|
|
608.3
|
|
||
Affiliates
|
30.8
|
|
|
52.2
|
|
||
Current notes receivable and other receivables, less allowance for doubtful accounts of $1.1 and $1.6, respectively
|
124.4
|
|
|
92.9
|
|
||
Inventories:
|
|
|
|
||||
Finished
|
133.2
|
|
|
139.9
|
|
||
In process
|
23.3
|
|
|
20.3
|
|
||
Raw materials
|
36.9
|
|
|
43.5
|
|
||
Packaging materials
|
11.9
|
|
|
10.2
|
|
||
Total inventories
|
205.3
|
|
|
213.9
|
|
||
Maintenance and operating supplies, less allowance for obsolete supplies of $6.8 and $7.2, respectively
|
29.6
|
|
|
28.3
|
|
||
Other current assets
|
82.1
|
|
|
89.2
|
|
||
Deferred tax assets
|
50.4
|
|
|
39.2
|
|
||
Total current assets
|
1,537.7
|
|
|
1,748.0
|
|
||
Properties, less accumulated depreciation of $1,458.7 and $1,224.6, respectively
|
1,970.1
|
|
|
1,995.9
|
|
||
Goodwill
|
2,418.7
|
|
|
2,453.1
|
|
||
Other intangibles, less accumulated amortization of $513.7 and $497.2, respectively
|
6,825.1
|
|
|
7,234.8
|
|
||
Investment in MillerCoors
|
2,506.5
|
|
|
2,431.8
|
|
||
Deferred tax assets
|
38.3
|
|
|
125.4
|
|
||
Notes receivable, less allowance for doubtful accounts of $2.8 and $4.0, respectively
|
23.6
|
|
|
26.3
|
|
||
Other assets
|
260.1
|
|
|
196.9
|
|
||
Total assets
|
$
|
15,580.1
|
|
|
$
|
16,212.2
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(IN MILLIONS, EXCEPT PAR VALUE)
|
|||||||
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities (includes affiliate payable amounts of $22.8 and $34.1, respectively)
|
$
|
1,336.4
|
|
|
$
|
1,186.9
|
|
Derivative hedging instruments
|
73.9
|
|
|
6.0
|
|
||
Deferred tax liabilities
|
138.1
|
|
|
152.3
|
|
||
Current portion of long-term debt and short-term borrowings
|
586.9
|
|
|
1,245.6
|
|
||
Discontinued operations
|
6.8
|
|
|
7.9
|
|
||
Total current liabilities
|
2,142.1
|
|
|
2,598.7
|
|
||
Long-term debt
|
3,213.0
|
|
|
3,422.5
|
|
||
Pension and postretirement benefits
|
462.6
|
|
|
833.0
|
|
||
Derivative hedging instruments
|
3.0
|
|
|
222.2
|
|
||
Deferred tax liabilities
|
911.4
|
|
|
948.5
|
|
||
Unrecognized tax benefits
|
92.7
|
|
|
81.8
|
|
||
Other liabilities
|
74.2
|
|
|
93.9
|
|
||
Discontinued operations
|
17.3
|
|
|
20.0
|
|
||
Total liabilities
|
6,916.3
|
|
|
8,220.6
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
|
|
||
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 (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)
|
—
|
|
|
—
|
|
||
Class B common stock, $0.01 par value (authorized: 500.0 shares; issued: 167.2 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: 19.0 shares and 19.3 shares, respectively)
|
714.1
|
|
|
724.4
|
|
||
Paid-in capital
|
3,747.6
|
|
|
3,623.6
|
|
||
Retained earnings
|
4,233.2
|
|
|
3,900.5
|
|
||
Accumulated other comprehensive income (loss)
|
154.9
|
|
|
(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
|
8,638.9
|
|
|
7,966.9
|
|
||
Noncontrolling interests
|
24.9
|
|
|
24.7
|
|
||
Total equity
|
8,663.8
|
|
|
7,991.6
|
|
||
Total liabilities and equity
|
$
|
15,580.1
|
|
|
$
|
16,212.2
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
572.5
|
|
|
$
|
439.1
|
|
|
$
|
677.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
320.5
|
|
|
272.7
|
|
|
217.1
|
|
|||
Amortization of debt issuance costs and discounts
|
20.3
|
|
|
41.7
|
|
|
22.5
|
|
|||
Share-based compensation
|
19.5
|
|
|
14.0
|
|
|
24.7
|
|
|||
Loss (gain) on sale or impairment of properties and other assets, net
|
164.0
|
|
|
46.4
|
|
|
8.6
|
|
|||
Excess tax benefits from share-based compensation
|
(7.7
|
)
|
|
(4.9
|
)
|
|
(2.0
|
)
|
|||
Deferred income taxes
|
(17.6
|
)
|
|
72.5
|
|
|
38.9
|
|
|||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
8.4
|
|
|
38.0
|
|
|
9.1
|
|
|||
Equity income in MillerCoors
|
(539.0
|
)
|
|
(510.9
|
)
|
|
(457.9
|
)
|
|||
Distributions from MillerCoors
|
539.0
|
|
|
510.9
|
|
|
457.9
|
|
|||
Equity in net income of other unconsolidated affiliates
|
(19.1
|
)
|
|
(15.7
|
)
|
|
(23.2
|
)
|
|||
Distributions from other unconsolidated affiliates
|
13.0
|
|
|
15.2
|
|
|
28.4
|
|
|||
Change in current assets and liabilities (net of assets acquired and liabilities assumed in business combinations) and other:
|
|
|
|
|
|
||||||
Receivables
|
70.4
|
|
|
105.5
|
|
|
(29.0
|
)
|
|||
Inventories
|
4.2
|
|
|
54.1
|
|
|
(17.1
|
)
|
|||
Payables and other current liabilities
|
178.6
|
|
|
(69.9
|
)
|
|
(2.6
|
)
|
|||
Other assets and other liabilities
|
(156.8
|
)
|
|
(23.5
|
)
|
|
(82.1
|
)
|
|||
(Gain) loss from discontinued operations
|
(2.0
|
)
|
|
(1.5
|
)
|
|
(2.3
|
)
|
|||
Net cash provided by operating activities
|
1,168.2
|
|
|
983.7
|
|
|
868.1
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to properties
|
(293.9
|
)
|
|
(222.3
|
)
|
|
(235.4
|
)
|
|||
Proceeds from sales of properties and other assets
|
53.6
|
|
|
15.7
|
|
|
4.6
|
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(2,258.3
|
)
|
|
(41.3
|
)
|
|||
Change in restricted cash balances
|
—
|
|
|
—
|
|
|
6.7
|
|
|||
Payment on discontinued operations
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|||
Investment in MillerCoors
|
(1,186.5
|
)
|
|
(1,008.8
|
)
|
|
(800.1
|
)
|
|||
Return of capital from MillerCoors
|
1,146.0
|
|
|
942.4
|
|
|
782.7
|
|
|||
Investment in and advances to an unconsolidated affiliate
|
—
|
|
|
—
|
|
|
(83.2
|
)
|
|||
Loan repayments
|
10.6
|
|
|
22.9
|
|
|
22.4
|
|
|||
Loan advances
|
(6.8
|
)
|
|
(9.3
|
)
|
|
(9.9
|
)
|
|||
Proceeds from settlements of derivative instruments
|
—
|
|
|
—
|
|
|
15.4
|
|
|||
Payments on settlement of derivative instruments
|
—
|
|
|
(110.6
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(277.0
|
)
|
|
(2,635.1
|
)
|
|
(338.1
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Exercise of stock options under equity compensation plans
|
88.8
|
|
|
34.1
|
|
|
11.6
|
|
|||
Excess tax benefits from share-based compensation
|
7.7
|
|
|
4.9
|
|
|
2.0
|
|
|||
Payments for purchase of treasury stock
|
—
|
|
|
—
|
|
|
(321.1
|
)
|
|||
Dividends paid
|
(234.6
|
)
|
|
(232.2
|
)
|
|
(228.1
|
)
|
|||
Dividends paid to noncontrolling interest holders
|
(4.1
|
)
|
|
(5.0
|
)
|
|
(2.3
|
)
|
|||
Payments for purchase of noncontrolling interest
|
(0.7
|
)
|
|
(27.9
|
)
|
|
—
|
|
|||
Debt issuance costs
|
(0.4
|
)
|
|
(40.3
|
)
|
|
(2.2
|
)
|
|||
Proceeds from issuances of long-term debt
|
—
|
|
|
2,195.4
|
|
|
—
|
|
|||
Payments on long-term debt and capital lease obligations
|
(1,317.0
|
)
|
|
(226.7
|
)
|
|
(0.3
|
)
|
|||
Payments on debt assumed in Acquisition
|
—
|
|
|
(424.3
|
)
|
|
—
|
|
|||
Proceeds from short-term borrowings
|
15.0
|
|
|
16.0
|
|
|
6.8
|
|
|||
Payments on short-term borrowings
|
(15.2
|
)
|
|
(17.2
|
)
|
|
(18.3
|
)
|
|||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
507.4
|
|
|
7.8
|
|
|
2.1
|
|
|||
Proceeds from settlement of derivative instruments
|
6.6
|
|
|
—
|
|
|
—
|
|
|||
Payments on settlement of derivative instruments
|
(119.4
|
)
|
|
(8.2
|
)
|
|
(104.5
|
)
|
|||
Change in overdraft balances and other
|
6.7
|
|
|
(105.0
|
)
|
|
(10.8
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,059.2
|
)
|
|
1,171.4
|
|
|
(665.1
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(168.0
|
)
|
|
(480.0
|
)
|
|
(135.1
|
)
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(13.7
|
)
|
|
25.1
|
|
|
(3.6
|
)
|
|||
Balance at beginning of year
|
624.0
|
|
|
1,078.9
|
|
|
1,217.6
|
|
|||
Balance at end of year
|
$
|
442.3
|
|
|
$
|
624.0
|
|
|
$
|
1,078.9
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND NONCONTROLLING INTERESTS
(IN MILLIONS)
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
MCBC Stockholders
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
other
|
|
Common stock
|
|
held in
|
|
Exchangeable
|
|
|
|
Non
|
||||||||||||||||||||||||
|
|
|
Retained
|
|
comprehensive
|
|
issued
|
|
treasury
|
|
shares issued
|
|
Paid-in-
|
|
controlling
|
||||||||||||||||||||||||
|
Total
|
|
earnings
|
|
income (loss)
|
|
Class A
|
|
Class B
|
|
Class B
|
|
Class A
|
|
Class B
|
|
capital
|
|
interest
|
||||||||||||||||||||
Balance at December 25, 2010
|
$
|
7,842.6
|
|
|
$
|
3,241.5
|
|
|
$
|
171.1
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
111.2
|
|
|
$
|
725.0
|
|
|
$
|
3,548.4
|
|
|
$
|
43.8
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
0.9
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
||||||||||
Amortization of stock based compensation
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
||||||||||
Net income (loss) including noncontrolling interests
|
677.1
|
|
|
676.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
(300.8
|
)
|
|
—
|
|
|
(300.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Repurchase of common stock
|
(321.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(321.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(230.4
|
)
|
|
(228.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
||||||||||
Balance at December 31, 2011
|
$
|
7,690.2
|
|
|
$
|
3,689.7
|
|
|
$
|
(129.7
|
)
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
(321.1
|
)
|
|
$
|
110.5
|
|
|
$
|
724.8
|
|
|
$
|
3,572.1
|
|
|
$
|
42.3
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
0.7
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
36.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.9
|
|
|
—
|
|
||||||||||
Amortization of stock based compensation
|
12.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
||||||||||
Acquisition of a business
|
40.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.6
|
|
||||||||||
Purchase of noncontrolling interest in Central Europe
|
(27.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(29.3
|
)
|
||||||||||
Deconsolidation of MC Si'hai
|
(20.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.0
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
439.1
|
|
|
443.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
||||||||||
Other comprehensive income (loss), net of tax
|
155.3
|
|
|
—
|
|
|
155.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Reclassification from investment in MillerCoors
|
(97.9
|
)
|
|
—
|
|
|
(97.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(237.2
|
)
|
|
(232.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
||||||||||
Balance at December 29, 2012
|
$
|
7,991.6
|
|
|
$
|
3,900.5
|
|
|
$
|
(72.3
|
)
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
(321.1
|
)
|
|
$
|
110.2
|
|
|
$
|
724.4
|
|
|
$
|
3,623.6
|
|
|
$
|
24.7
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(10.3
|
)
|
|
12.0
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
94.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94.5
|
|
|
—
|
|
||||||||||
Amortization of stock based compensation
|
17.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest in Central Europe
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.9
|
)
|
||||||||||
Proceeds from call options related to settlement of convertible notes
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||||||||||
Premium payment on settlement of convertible notes
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
||||||||||
Net income (loss) including noncontrolling interests
|
572.5
|
|
|
567.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
192.9
|
|
|
—
|
|
|
192.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Tax adjustment related to investment in MillerCoors reclassification
|
34.3
|
|
|
—
|
|
|
34.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(238.7
|
)
|
|
(234.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||||||||
Balance at December 31, 2013
|
$
|
8,663.8
|
|
|
$
|
4,233.2
|
|
|
$
|
154.9
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(321.1
|
)
|
|
$
|
108.5
|
|
|
$
|
714.1
|
|
|
$
|
3,747.6
|
|
|
$
|
24.9
|
|
|
For the fiscal years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Cash paid for interest
|
$
|
163.8
|
|
|
$
|
191.4
|
|
|
$
|
102.3
|
|
Cash paid for taxes
|
$
|
107.8
|
|
|
$
|
34.6
|
|
|
$
|
62.7
|
|
Non-cash convertible note issued upon close of the Acquisition
|
$
|
—
|
|
|
$
|
645.9
|
|
|
$
|
—
|
|
|
For the years ended
|
||||||
|
December 29, 2012(1)
|
|
December 31, 2011
|
||||
|
(In millions)
|
||||||
Net sales
|
$
|
4,257.0
|
|
|
$
|
4,455.7
|
|
Income from continuing operations before income taxes
|
$
|
720.8
|
|
|
$
|
850.0
|
|
Net income attributable to MCBC
|
$
|
559.0
|
|
|
$
|
762.5
|
|
Net income per common share attributable to MCBC:
|
|
|
|
||||
Basic
|
$
|
3.09
|
|
|
$
|
4.12
|
|
Diluted
|
$
|
3.08
|
|
|
$
|
4.09
|
|
(1)
|
The year ended December 29, 2012, includes actual results of Central Europe for the period from the Acquisition date of June 15, 2012.
|
|
Fair Value
|
||
|
(In millions)
|
||
Cash consideration to Seller
|
$
|
1,816.0
|
|
Fair value of convertible note issued to Seller(1)
|
645.9
|
|
|
Senior debt facilities with third-party creditor(2)
|
585.0
|
|
|
Total consideration
|
$
|
3,046.9
|
|
Cash, net of bank overdraft acquired(3)
|
$
|
(42.3
|
)
|
Subordinated deferred payment obligation ("SDPO") with third-party creditors(4)
|
423.4
|
|
|
Total purchase price, inclusive of pre-existing debt assumed and subsequently repaid
|
$
|
3,428.0
|
|
(1)
|
We issued a
€500 million
Zero
Coupon Senior Unsecured Convertible Note due 2013 to the Seller upon close of the Acquisition. See
Note 13, "Debt"
for further discussion.
|
(2)
|
According to our agreement with the Seller and in accordance with the terms of the senior debt facility agreement, upon the closing of the Acquisition, we immediately repaid pre-existing StarBev third-party debt including accrued interest.
|
(3)
|
Consists of
$143.6 million
of cash acquired and
$101.3 million
of bank overdrafts assumed as part of Central Europe's cash pool arrangement and repaid during the third quarter of 2012.
|
(4)
|
We assumed the pre-existing StarBev
$423.4 million
SDPO payable to third-party creditors, which we subsequently repaid on June 29, 2012, in accordance with the terms of the SDPO agreement. The SDPO was held by private investors and accrued interest at
11%
. The settlement of the SDPO was not required by our agreement with the Seller.
|
(1)
|
Includes the SDPO discussed above, 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 accordance with our agreement with the Seller and the terms of the senior debt facility agreement. This amount is presented net of cash acquired of
$143.6 million
.
|
(3)
|
Reflects the
$645.9 million
fair value of the
€500 million
Zero
Coupon Senior Unsecured Convertible Note issued to the Seller upon close of the Acquisition. See
Note 13, "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)
|
Includes the fair values of
$145.6 million
for brand intangibles with a
30
year useful life,
$2,323.4 million
for brand intangibles with an indefinite-life and a fair value of a favorable supply contract and other intangibles of
$12.0 million
with a
1.5
year useful life. See
Note 12, "Goodwill and Intangible Assets"
for further discussion of changes to intangible assets resulting from our annual goodwill and indefinite-lived intangible testing in the third quarter of 2013.
|
(3)
|
Includes the
$423.4 million
SDPO 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 12, "Goodwill and Intangible Assets"
for further discussion.
|
|
Year ended December 31, 2013
|
||||||||||||||||||||||||||
|
Canada
|
|
U.S.
|
|
Europe(1)
|
|
MCI
|
|
Corporate
|
|
Eliminations(2)
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
1,943.8
|
|
|
$
|
—
|
|
|
$
|
2,128.3
|
|
|
$
|
137.6
|
|
|
$
|
1.2
|
|
|
$
|
(4.8
|
)
|
|
$
|
4,206.1
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183.8
|
)
|
|
—
|
|
|
(183.8
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
13.7
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
363.3
|
|
|
$
|
539.0
|
|
|
$
|
34.3
|
|
|
$
|
(11.8
|
)
|
|
$
|
(270.3
|
)
|
|
$
|
—
|
|
|
$
|
654.5
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(84.0
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570.5
|
|
|||||||||
Less: Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.2
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
565.3
|
|
(1)
|
Income from continuing operations for the fiscal year ended December 31, 2013 includes a
$150.9 million
non-cash impairment charge related to
two
indefinite-lived brand intangibles assumed in the Acquisition. See
Note 12, "Goodwill and Intangible Assets"
for further discussion.
|
(2)
|
Represents inter-segment sales from the Europe segment to the MCI segment.
|
|
Year ended December 29, 2012
|
||||||||||||||||||||||||||
|
Canada
|
|
U.S.
|
|
Europe(1)
|
|
MCI
|
|
Corporate
|
|
Eliminations(2)
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
2,036.8
|
|
|
$
|
—
|
|
|
$
|
1,747.5
|
|
|
$
|
147.0
|
|
|
$
|
1.2
|
|
|
$
|
(16.0
|
)
|
|
$
|
3,916.5
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196.3
|
)
|
|
—
|
|
|
(196.3
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
11.3
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
423.0
|
|
|
$
|
510.9
|
|
|
$
|
136.2
|
|
|
$
|
(72.1
|
)
|
|
$
|
(405.9
|
)
|
|
$
|
—
|
|
|
$
|
592.1
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(154.5
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
437.6
|
|
|||||||||
Less: Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
441.5
|
|
(1)
|
Includes results from our Central Europe operations from the Acquisition date of June 15, 2012.
|
(2)
|
Represents inter-segment sales from the Europe segment to the MCI segment.
|
|
Year ended December 31, 2011
|
|||||||||||||||||||||||||
|
Canada
|
|
U.S.
|
|
Europe(1)
|
|
MCI
|
|
Corporate
|
|
Eliminations(2)
|
|
Consolidated
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||
Net sales
|
$
|
2,067.3
|
|
|
$
|
—
|
|
|
$
|
1,333.5
|
|
|
$
|
122.6
|
|
|
$
|
1.3
|
|
|
(9.0
|
)
|
|
$
|
3,515.7
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118.7
|
)
|
|
—
|
|
|
(118.7
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
10.7
|
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
474.9
|
|
|
$
|
457.9
|
|
|
$
|
99.3
|
|
|
$
|
(33.3
|
)
|
|
$
|
(224.6
|
)
|
|
—
|
|
|
$
|
774.2
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99.4
|
)
|
||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
674.8
|
|
||||||||
Less: Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
674.0
|
|
(1)
|
Europe amounts reflect results from our U.K. operations only, as our Central Europe business was acquired in 2012.
|
(2)
|
Represents inter-segment sales from the Europe segment to the MCI segment.
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
6,103.2
|
|
|
$
|
6,547.1
|
|
U.S.
|
2,506.5
|
|
|
2,431.8
|
|
||
Europe
|
6,547.7
|
|
|
6,742.4
|
|
||
MCI
|
83.3
|
|
|
92.0
|
|
||
Corporate
|
339.4
|
|
|
398.9
|
|
||
Consolidated total assets
|
$
|
15,580.1
|
|
|
$
|
16,212.2
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Depreciation and amortization(1):
|
|
|
|
|
|
||||||
Canada
|
$
|
122.8
|
|
|
$
|
128.2
|
|
|
$
|
125.0
|
|
Europe
|
185.0
|
|
|
131.6
|
|
|
75.6
|
|
|||
MCI
|
2.9
|
|
|
3.4
|
|
|
3.2
|
|
|||
Corporate
|
9.8
|
|
|
9.5
|
|
|
13.3
|
|
|||
Consolidated depreciation and amortization
|
$
|
320.5
|
|
|
$
|
272.7
|
|
|
$
|
217.1
|
|
Capital expenditures(2):
|
|
|
|
|
|
||||||
Canada
|
$
|
75.7
|
|
|
$
|
98.8
|
|
|
$
|
138.8
|
|
Europe
|
204.6
|
|
|
110.7
|
|
|
80.3
|
|
|||
MCI
|
1.6
|
|
|
5.8
|
|
|
12.4
|
|
|||
Corporate
|
12.0
|
|
|
7.0
|
|
|
3.9
|
|
|||
Consolidated capital expenditures
|
$
|
293.9
|
|
|
$
|
222.3
|
|
|
$
|
235.4
|
|
(1)
|
Depreciation and amortization amounts do not reflect amortization of bond discounts, fees, or other debt-related items.
|
(2)
|
Capital expenditures increased in 2013 due to including the results of our Central Europe operations for a full year. Capital expenditures decreased in 2012 as the impact of including the results of our Central Europe operations was more than offset by the decrease due to cycling the 2011 Canada capital spending on the high-speed can line in our Montréal brewery.
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
Canada
|
$
|
1,839.8
|
|
|
$
|
1,930.7
|
|
|
$
|
1,987.4
|
|
United States and its territories
|
105.2
|
|
|
107.3
|
|
|
81.3
|
|
|||
United Kingdom
|
1,261.6
|
|
|
1,218.4
|
|
|
1,313.9
|
|
|||
Other foreign countries(1)
|
999.5
|
|
|
660.1
|
|
|
133.1
|
|
|||
Consolidated net sales
|
$
|
4,206.1
|
|
|
$
|
3,916.5
|
|
|
$
|
3,515.7
|
|
(1)
|
Reflects net sales from the individual countries within our Central European operations (included in our Europe segment), as well as our MCI segment, for which no individual country has total net sales exceeding
10%
of the total consolidated net sales.
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Net properties:
|
|
|
|
||||
Canada
|
$
|
814.8
|
|
|
$
|
893.8
|
|
United States and its territories
|
38.6
|
|
|
33.1
|
|
||
United Kingdom
|
503.4
|
|
|
474.7
|
|
||
Other foreign countries(1)
|
613.3
|
|
|
594.3
|
|
||
Consolidated net properties
|
$
|
1,970.1
|
|
|
$
|
1,995.9
|
|
(1)
|
Reflects net properties within the individual countries included in our Central European operations (included in our Europe segment), as well as our MCI segment, for which no individual country has total net properties exceeding
10%
of the total consolidated net properties.
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
798.4
|
|
|
$
|
841.4
|
|
Non-current assets
|
8,989.3
|
|
|
8,949.9
|
|
||
Total assets
|
$
|
9,787.7
|
|
|
$
|
9,791.3
|
|
Current liabilities
|
$
|
950.1
|
|
|
$
|
958.5
|
|
Non-current liabilities
|
1,346.2
|
|
|
1,537.5
|
|
||
Total liabilities
|
2,296.3
|
|
|
2,496.0
|
|
||
Noncontrolling interests
|
20.7
|
|
|
28.4
|
|
||
Owners' equity
|
7,470.7
|
|
|
7,266.9
|
|
||
Total liabilities and equity
|
$
|
9,787.7
|
|
|
$
|
9,791.3
|
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
(In millions, except percentages)
|
||||||
MillerCoors owners' equity
|
$
|
7,470.7
|
|
|
$
|
7,266.9
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC proportionate share in MillerCoors' equity
|
3,137.7
|
|
|
3,052.1
|
|
||
Difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(1)
|
(666.2
|
)
|
|
(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
|
$
|
2,506.5
|
|
|
$
|
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 certain non-amortizing items (goodwill, land, etc.), is being amortized as additional equity income over the remaining useful lives of the contributed long-lived amortizing assets.
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Net sales
|
$
|
7,800.8
|
|
|
$
|
7,761.1
|
|
|
$
|
7,550.2
|
|
Cost of goods sold
|
(4,723.7
|
)
|
|
(4,689.7
|
)
|
|
(4,647.9
|
)
|
|||
Gross profit
|
$
|
3,077.1
|
|
|
$
|
3,071.4
|
|
|
$
|
2,902.3
|
|
Operating income(1)
|
$
|
1,287.4
|
|
|
$
|
1,211.1
|
|
|
$
|
1,020.3
|
|
Net income attributable to MillerCoors(1)
|
$
|
1,270.5
|
|
|
$
|
1,190.9
|
|
|
$
|
1,003.8
|
|
(1)
|
Fiscal year 2013 includes special charges related to restructuring activities and asset write-offs of
$17.2 million
and
$2.6 million
, respectively. Fiscal year 2012 includes special charges of
$31.8 million
primarily due to the write-down of assets related to discontinuing the production of the Home Draft package in the U.S. and the write-down of information systems assets related to a business transformation project. Fiscal year 2011 includes special charges of
$60.0 million
for a write-down in the value of the
Sparks
brand and a
$50.9 million
charge resulting from the planned assumption of the Milwaukee Brewery Worker's Pension Plan, an under-funded multi-employer pension plan, as well as charges related to consulting, relocation and other integration costs.
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
|
(In millions, except percentages)
|
||||||||||
Net income attributable to MillerCoors
|
$
|
1,270.5
|
|
|
$
|
1,190.9
|
|
|
$
|
1,003.8
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
|||
MCBC proportionate share of MillerCoors net income
|
533.6
|
|
|
500.2
|
|
|
421.6
|
|
|||
Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors
|
4.6
|
|
|
4.9
|
|
|
35.4
|
|
|||
Share-based compensation adjustment(1)
|
0.8
|
|
|
5.8
|
|
|
0.9
|
|
|||
Equity income in MillerCoors
|
$
|
539.0
|
|
|
$
|
510.9
|
|
|
$
|
457.9
|
|
(1)
|
The net adjustment is to record all share-based compensation associated with pre-existing equity awards to be settled in Class B common stock held by former employees now employed by MillerCoors and to eliminate all share-based compensation impacts related to pre-existing SABMiller equity awards held by former Miller employees now employed by MillerCoors. As of the end of the second quarter of 2011, the share-based awards granted to former CBC employees now employed by MillerCoors became fully vested. As such, no further adjustments will be recorded related to these awards. We are still recording adjustments to eliminate the impacts related to the pre-existing SABMiller equity awards, which represent the amounts recorded in 2013 and 2012.
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Beer sales to MillerCoors
|
$
|
16.6
|
|
|
$
|
18.9
|
|
|
$
|
28.2
|
|
Beer purchases from MillerCoors
|
$
|
19.2
|
|
|
$
|
13.1
|
|
|
$
|
11.5
|
|
Service agreement costs and other charges to MillerCoors
|
$
|
2.5
|
|
|
$
|
3.7
|
|
|
$
|
6.0
|
|
Service agreement costs and other charges from MillerCoors
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
$
|
1.3
|
|
|
As of
|
||||||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
5.6
|
|
|
$
|
1.7
|
|
|
$
|
10.0
|
|
|
$
|
5.6
|
|
Cobra U.K.
|
$
|
36.5
|
|
|
$
|
1.9
|
|
|
$
|
33.2
|
|
|
$
|
3.3
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Gain on sale of non-operating assets(1)
|
$
|
23.5
|
|
|
$
|
5.2
|
|
|
$
|
1.0
|
|
Bridge facility fees(2)
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|||
Euro currency purchase loss(3)
|
—
|
|
|
(57.9
|
)
|
|
—
|
|
|||
Gain from Foster's swap and related financial instruments(4)
|
—
|
|
|
—
|
|
|
0.8
|
|
|||
Gain (loss) from other foreign exchange and derivative activity(5)
|
(7.8
|
)
|
|
(25.2
|
)
|
|
(6.9
|
)
|
|||
Loss related to the change in designation of cross currency swaps(6)
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|||
Other, net
|
3.2
|
|
|
0.6
|
|
|
0.8
|
|
|||
Other income (expense), net
|
$
|
18.9
|
|
|
$
|
(90.3
|
)
|
|
$
|
(11.0
|
)
|
(1)
|
In 1991, we became a limited partner in the Colorado Rockies Baseball Club, Ltd. ("the Partnership"), treated as a cost method investment. Effective November 8, 2013, we sold our
14.6%
interest in the Partnership and recognized a gain of
$22.3 million
. We did not make any cash contributions in 2013, 2012 or 2011, and cash distributions, recognized within other income, from the Partnership were immaterial in 2013, 2012 and 2011.
|
(2)
|
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. See
Note 13, "Debt"
for further discussion.
|
(3)
|
In connection with the Acquisition, we used the proceeds from our issuance of the
$1.9 billion
senior notes to purchase Euros in the second quarter of 2012. 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.
|
(4)
|
During 2010, we settled the majority of our Foster's Group Limited's ("Foster's") (ASX:FGL) total return swaps, which we used to gain an economic interest exposure to Foster's stock, and related option contracts, which we used to limit our exposure to future changes in Foster's stock price. The remaining total return swaps and related options matured in January of 2011.
|
(5)
|
Included in this amount are losses of
$2.4 million
and
$23.8 million
for 2013 and 2012, respectively, related to foreign currency movements on foreign-denominated financing instruments entered into in conjunction with the financing and the closing of the Acquisition. Additionally, we recorded a net loss of
$4.9 million
during 2013, related to foreign cash positions and foreign exchange contracts entered into to hedge our risk associated with the payment of this foreign-denominated debt. See
Note 13, "Debt"
and
Note 17, "Derivative Instruments and Hedging Activities"
for further discussion of financing and hedging activities related to the Acquisition. Additionally, we recorded losses of
$0.5 million
,
$1.4 million
and
$6.9 million
related to other foreign exchange and derivative activity during 2013, 2012 and 2011, respectively.
|
(6)
|
See
Note 17, "Derivative Instruments and Hedging Activities"
under "Cross Currency Swaps" sub-heading for further discussion.
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Domestic
|
$
|
809.7
|
|
|
$
|
712.8
|
|
|
$
|
767.2
|
|
Foreign
|
(155.2
|
)
|
|
(120.7
|
)
|
|
7.0
|
|
|||
Total
|
$
|
654.5
|
|
|
$
|
592.1
|
|
|
$
|
774.2
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
39.1
|
|
|
$
|
45.5
|
|
|
$
|
29.8
|
|
State
|
11.8
|
|
|
8.3
|
|
|
5.7
|
|
|||
Foreign
|
50.7
|
|
|
28.2
|
|
|
25.0
|
|
|||
Total current tax expense (benefit)
|
$
|
101.6
|
|
|
$
|
82.0
|
|
|
$
|
60.5
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
59.6
|
|
|
$
|
47.9
|
|
|
$
|
58.8
|
|
State
|
5.1
|
|
|
6.3
|
|
|
2.1
|
|
|||
Foreign
|
(82.3
|
)
|
|
18.3
|
|
|
(22.0
|
)
|
|||
Total deferred tax expense (benefit)
|
$
|
(17.6
|
)
|
|
$
|
72.5
|
|
|
$
|
38.9
|
|
Total income tax expense (benefit) from continuing operations
|
$
|
84.0
|
|
|
$
|
154.5
|
|
|
$
|
99.4
|
|
|
For the years ended
|
|||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
|||
Statutory Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefits
|
1.3
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
Effect of foreign tax rates
|
(27.4
|
)%
|
|
(24.5
|
)%
|
|
(21.4
|
)%
|
Effect of foreign tax law and rate changes
|
0.5
|
%
|
|
6.8
|
%
|
|
(0.4
|
)%
|
Effect of unrecognized tax benefits
|
3.3
|
%
|
|
(0.7
|
)%
|
|
(1.1
|
)%
|
Change in valuation allowance
|
(1.5
|
)%
|
|
6.0
|
%
|
|
—
|
%
|
Other, net
|
1.6
|
%
|
|
2.1
|
%
|
|
(0.9
|
)%
|
Effective tax rate
|
12.8
|
%
|
|
26.1
|
%
|
|
12.8
|
%
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Current deferred tax assets:
|
|
|
|
||||
Compensation related obligations
|
$
|
1.2
|
|
|
$
|
2.9
|
|
Foreign exchange
|
29.3
|
|
|
—
|
|
||
Accrued liabilities and other
|
49.4
|
|
|
53.5
|
|
||
Tax loss carryforwards
|
—
|
|
|
6.1
|
|
||
Valuation allowance
|
(3.0
|
)
|
|
(20.2
|
)
|
||
Balance sheet reserves and accruals
|
2.4
|
|
|
—
|
|
||
Other
|
—
|
|
|
0.6
|
|
||
Total current deferred tax assets
|
$
|
79.3
|
|
|
$
|
42.9
|
|
Current deferred tax liabilities:
|
|
|
|
||||
Partnership investments
|
160.9
|
|
|
151.6
|
|
||
Balance sheet reserves and accruals
|
—
|
|
|
4.5
|
|
||
Other
|
6.1
|
|
|
(0.1
|
)
|
||
Total current deferred tax liabilities
|
$
|
167.0
|
|
|
$
|
156.0
|
|
Net current deferred tax assets
|
—
|
|
|
—
|
|
||
Net current deferred tax liabilities
|
$
|
87.7
|
|
|
$
|
113.1
|
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Non-current deferred tax assets:
|
|
|
|
||||
Compensation related obligations
|
$
|
8.7
|
|
|
$
|
13.3
|
|
Postretirement benefits
|
94.8
|
|
|
209.6
|
|
||
Foreign exchange losses
|
14.8
|
|
|
119.5
|
|
||
Convertible debt
|
—
|
|
|
0.4
|
|
||
Hedging
|
—
|
|
|
9.4
|
|
||
Tax credit carryforward
|
1.7
|
|
|
—
|
|
||
Tax loss carryforwards
|
154.7
|
|
|
110.9
|
|
||
Intercompany financing
|
8.4
|
|
|
8.4
|
|
||
Partnership investments
|
11.8
|
|
|
12.2
|
|
||
Accrued liabilities and other
|
5.5
|
|
|
19.3
|
|
||
Other(1)
|
16.6
|
|
|
19.6
|
|
||
Valuation allowance
|
(94.7
|
)
|
|
(137.3
|
)
|
||
Total non-current deferred tax assets
|
$
|
222.3
|
|
|
$
|
385.3
|
|
Non-current deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
120.5
|
|
|
132.6
|
|
||
Partnership investments
|
22.1
|
|
|
39.6
|
|
||
Intangibles
|
939.5
|
|
|
1,028.7
|
|
||
Hedging
|
7.2
|
|
|
—
|
|
||
Other
|
6.1
|
|
|
7.5
|
|
||
Total non-current deferred tax liabilities
|
$
|
1,095.4
|
|
|
$
|
1,208.4
|
|
Net non-current deferred tax assets
|
—
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
$
|
873.1
|
|
|
$
|
823.1
|
|
(1)
|
Primarily relates to certain capitalized costs related to the Acquisition as of December 29, 2012. These capitalized costs are amortized over different periods for book and tax purposes, giving rise to differences in book basis and tax basis in 2012.
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Domestic net current deferred tax liabilities
|
$
|
138.1
|
|
|
$
|
152.3
|
|
Foreign net current deferred tax assets
|
50.4
|
|
|
39.2
|
|
||
Net current deferred tax liabilities
|
$
|
87.7
|
|
|
$
|
113.1
|
|
Domestic net non-current deferred tax assets
|
$
|
22.2
|
|
|
$
|
125.4
|
|
Foreign net non-current deferred tax assets
|
16.1
|
|
|
—
|
|
||
Foreign net non-current deferred tax liabilities
|
911.4
|
|
|
948.5
|
|
||
Net non-current deferred tax liabilities
|
$
|
873.1
|
|
|
$
|
823.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
75.5
|
|
|
$
|
70.7
|
|
|
$
|
84.9
|
|
Additions for tax positions related to the current year
|
3.7
|
|
|
9.9
|
|
|
9.6
|
|
|||
Additions for tax positions of prior years
|
59.2
|
|
|
8.6
|
|
|
4.3
|
|
|||
Reductions for tax positions of prior years
|
(3.2
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Settlements
|
(2.6
|
)
|
|
(0.9
|
)
|
|
(1.5
|
)
|
|||
Release due to statute expiration and legislative changes
|
(24.9
|
)
|
|
(14.4
|
)
|
|
(25.6
|
)
|
|||
Foreign currency adjustment
|
(3.5
|
)
|
|
1.7
|
|
|
(0.9
|
)
|
|||
Balance at end of year
|
$
|
104.2
|
|
|
$
|
75.5
|
|
|
$
|
70.7
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
2013 Reconciliation of Unrecognized Tax Benefits balance
|
(In millions)
|
||||||||||
Estimated interest and penalties
|
$
|
15.5
|
|
|
$
|
8.5
|
|
|
$
|
8.6
|
|
Offsetting positions
|
(3.8
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|||
Unrecognized tax positions
|
104.2
|
|
|
75.5
|
|
|
70.7
|
|
|||
Total unrecognized tax benefits
|
$
|
115.9
|
|
|
$
|
82.1
|
|
|
$
|
77.4
|
|
|
|
|
|
|
|
||||||
Current (included in accounts payable and other current liabilities)
|
$
|
23.2
|
|
|
$
|
0.3
|
|
|
$
|
1.0
|
|
Noncurrent
|
92.7
|
|
|
81.8
|
|
|
76.4
|
|
|||
Total unrecognized tax benefits
|
$
|
115.9
|
|
|
$
|
82.1
|
|
|
$
|
77.4
|
|
|
|
|
|
|
|
||||||
Amount of unrecognized tax benefits that would impact the effective tax rate
|
$
|
104.2
|
|
|
$
|
75.5
|
|
|
$
|
70.7
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Employee-related charges
|
|
|
|
|
|
||||||
Restructuring(1)
|
|
|
|
|
|
||||||
Canada
|
$
|
10.6
|
|
|
$
|
10.1
|
|
|
$
|
0.6
|
|
Europe
|
14.5
|
|
|
19.8
|
|
|
2.1
|
|
|||
MCI
|
0.4
|
|
|
3.0
|
|
|
—
|
|
|||
Corporate
|
1.3
|
|
|
2.0
|
|
|
—
|
|
|||
Special termination benefits
|
|
|
|
|
|
||||||
Canada(2)
|
2.2
|
|
|
5.0
|
|
|
5.2
|
|
|||
Impairments or asset abandonment charges
|
|
|
|
|
|
||||||
Canada - Intangible asset impairment(3)
|
17.9
|
|
|
—
|
|
|
—
|
|
|||
Europe - Asset abandonment(4)
|
—
|
|
|
7.2
|
|
|
—
|
|
|||
Europe - Intangible asset impairment(5)
|
150.9
|
|
|
—
|
|
|
—
|
|
|||
MCI - China impairment and related costs(6)
|
—
|
|
|
39.2
|
|
|
—
|
|
|||
Unusual or infrequent items
|
|
|
|
|
|
||||||
Canada - Flood loss (insurance reimbursement)(7)
|
—
|
|
|
(1.4
|
)
|
|
0.2
|
|
|||
Canada - BRI loan guarantee adjustment(8)
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||
Canada - Fixed asset adjustment(9)
|
—
|
|
|
—
|
|
|
7.6
|
|
|||
Europe - Release of non-income-related tax reserve(10)
|
(4.2
|
)
|
|
(3.5
|
)
|
|
(2.3
|
)
|
|||
Europe - Flood loss (insurance reimbursement)(11)
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|||
Europe - Costs associated with strategic initiatives
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
MCI - Costs associated with outsourcing and other strategic initiatives
|
—
|
|
|
—
|
|
|
1.0
|
|
|||
Termination fees and other (gains)/losses
|
|
|
|
|
|
||||||
Europe - Tradeteam transactions(12)
|
13.2
|
|
|
—
|
|
|
—
|
|
|||
MCI - Sale of China joint venture(6)
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|||
Total Special items, net
|
$
|
200.0
|
|
|
$
|
81.4
|
|
|
$
|
12.3
|
|
(1)
|
During
2013
,
2012
and
2011
, we recognized expenses associated with restructuring programs related to severance and other employee related charges. See further discussion of restructuring activities below.
|
(2)
|
During
2013
,
2012
and
2011
, we recognized charges for pension curtailment and special termination benefits related to certain defined benefit pension plans in Canada. See
Note 16, "Employee Retirement Plans and Postretirement Benefits"
for impact to our defined benefit pension plans.
|
(3)
|
During the fourth quarter of 2013, we recognized an impairment charge related to our definite-lived intangible asset associated with our licensing agreement with Miller in Canada. See
Note 19, "Commitments and Contingencies"
for further discussion.
|
(4)
|
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.
|
(5)
|
During the third quarter of 2013, we recognized impairment charges related to indefinite-lived intangible assets in Europe. See
Note 12, "Goodwill and Intangible Assets"
for further discussion.
|
(6)
|
In December of 2013, we sold our interest in the MC Si'hai joint venture in China and recognized a gain of
$6.0 million
. The gain consists of the non-cash release of the
$5.4 million
liability representing the fair value of our remaining investment upon deconsolidation of the joint venture in 2012, as well as
$0.6 million
of proceeds received for our interest in the joint venture. We also recognized legal and related fees in relation to the sale of
$1.2 million
during 2013.
|
(7)
|
During 2012, we received insurance proceeds in excess of expenses incurred related to flood damages at our Toronto offices. During 2011, we incurred expenses in excess of insurance proceeds related to these damages.
|
(8)
|
During the second quarter of 2011, we recognized a
$2.0 million
gain resulting from a reduction of our guarantee of BRI debt obligations.
|
(9)
|
During the second quarter of 2011, we recognized a
$7.6 million
loss related to the correction of an immaterial error in prior periods in the Canada segment, resulting from the performance of a fixed asset count that reduced properties by
$13.9 million
in 2011. The adjustment also resulted in an increase to goodwill of
$6.3 million
for the assets identified as not present as of the Merger date. The impact of the error and the related correction in 2011 was not material to any prior annual or interim financial statements and was not material to the fiscal year results for 2011.
|
(10)
|
During 2009, we established a non-income-related tax reserve of
$10.4 million
that was recorded as a special item. Our estimates indicated a range of possible loss relative to this reserve of
zero
to
$22.3 million
, inclusive of potential penalties and interest. The amounts recorded in 2013, 2012 and 2011 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 2013.
|
(11)
|
During 2013, we recorded losses and related net costs of
$5.4 million
in our Europe business related to significant flooding in Czech Republic in the second quarter of 2013. These losses were offset by
$7.4 million
insurance proceeds received in 2013.
|
(12)
|
Upon termination of our Tradeteam distribution agreements and subsequent termination of the joint venture and sale of our
49.9%
interest in Tradeteam to DHL, we recognized a loss of
$13.2 million
in December 2013. See
Note 5, "Investments"
for further discussion.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance at December 25, 2010
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Charges incurred
|
0.1
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Payments made
|
(0.5
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||||
Foreign currency and other adjustments
|
0.3
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Balance at December 31, 2011
|
$
|
0.1
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Charges incurred
|
10.1
|
|
|
19.8
|
|
|
3.0
|
|
|
2.0
|
|
|
34.9
|
|
|||||
Payments made
|
(2.9
|
)
|
|
(8.0
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(11.6
|
)
|
|||||
Foreign currency and other adjustments
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Balance at December 29, 2012
|
$
|
7.1
|
|
|
$
|
13.4
|
|
|
$
|
2.8
|
|
|
$
|
1.5
|
|
|
$
|
24.8
|
|
Charges incurred
|
10.6
|
|
|
14.5
|
|
|
0.4
|
|
|
1.3
|
|
|
26.8
|
|
|||||
Payments made
|
(7.7
|
)
|
|
(14.6
|
)
|
|
(2.7
|
)
|
|
(1.9
|
)
|
|
(26.9
|
)
|
|||||
Foreign currency and other adjustments
|
(0.3
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2013
|
$
|
9.7
|
|
|
$
|
13.6
|
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
24.7
|
|
|
Common stock
issued
|
|
Exchangeable
shares issued
|
||||||||
|
Class A
|
|
Class B(1)
|
|
Class A
|
|
Class B
|
||||
|
(Share amounts in millions)
|
||||||||||
Balance at December 25, 2010
|
2.6
|
|
|
162.0
|
|
|
3.0
|
|
|
19.2
|
|
Shares issued under equity compensation plans
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
Balance at December 31, 2011
|
2.6
|
|
|
162.7
|
|
|
2.9
|
|
|
19.3
|
|
Shares issued under equity compensation plans
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
Balance at December 29, 2012
|
2.6
|
|
|
164.2
|
|
|
2.9
|
|
|
19.3
|
|
Shares issued under equity compensation plans
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
Balance at December 31, 2013
|
2.6
|
|
|
167.2
|
|
|
2.9
|
|
|
19.0
|
|
(1)
|
During 2011, we repurchased Class B common shares which results in a lower number of outstanding shares compared to issued shares. See "Share Repurchase Program" below for further discussion. For all other classes, issued shares equal outstanding shares.
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Amount attributable to MCBC
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
565.3
|
|
|
$
|
441.5
|
|
|
$
|
674.0
|
|
Income (loss) from discontinued operations, net of tax
|
2.0
|
|
|
1.5
|
|
|
2.3
|
|
|||
Net income (loss) attributable to MCBC
|
$
|
567.3
|
|
|
$
|
443.0
|
|
|
$
|
676.3
|
|
Weighted-average shares for basic EPS
|
183.0
|
|
|
180.8
|
|
|
184.9
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Options and SOSARs
|
0.7
|
|
|
0.5
|
|
|
0.9
|
|
|||
RSUs, PUs and DSUs
|
0.5
|
|
|
0.5
|
|
|
0.6
|
|
|||
Weighted-average shares for diluted EPS
|
184.2
|
|
|
181.8
|
|
|
186.4
|
|
|||
Basic net income (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations attributable to MCBC
|
$
|
3.09
|
|
|
$
|
2.44
|
|
|
$
|
3.65
|
|
Discontinued operations attributable to MCBC
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|||
Basic net income (loss) attributable to MCBC
|
$
|
3.10
|
|
|
$
|
2.45
|
|
|
$
|
3.66
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations attributable to MCBC
|
$
|
3.07
|
|
|
$
|
2.43
|
|
|
$
|
3.62
|
|
Discontinued operations attributable to MCBC
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|||
Diluted net income (loss) attributable to MCBC
|
$
|
3.08
|
|
|
$
|
2.44
|
|
|
$
|
3.63
|
|
Dividends declared and paid per share
|
$
|
1.28
|
|
|
$
|
1.28
|
|
|
$
|
1.24
|
|
|
For the years ended
|
|||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
|||
|
(In millions)
|
|||||||
Stock options, SOSARs and RSUs
|
0.1
|
|
|
1.5
|
|
|
0.9
|
|
Total anti-dilutive securities
|
0.1
|
|
|
1.5
|
|
|
0.9
|
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Land and improvements
|
$
|
192.1
|
|
|
$
|
190.4
|
|
Buildings and improvements
|
505.0
|
|
|
485.5
|
|
||
Machinery and equipment
|
1,802.7
|
|
|
1,700.3
|
|
||
Returnable containers
|
313.5
|
|
|
285.6
|
|
||
Furniture and fixtures
|
365.4
|
|
|
323.9
|
|
||
Software
|
120.8
|
|
|
109.7
|
|
||
Natural resource properties
|
3.0
|
|
|
3.0
|
|
||
Construction in progress
|
126.3
|
|
|
122.1
|
|
||
Total properties cost
|
3,428.8
|
|
|
3,220.5
|
|
||
Less: accumulated depreciation
|
(1,458.7
|
)
|
|
(1,224.6
|
)
|
||
Net properties
|
$
|
1,970.1
|
|
|
$
|
1,995.9
|
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at December 31, 2011
|
$
|
689.5
|
|
|
$
|
746.1
|
|
|
$
|
17.7
|
|
|
$
|
1,453.3
|
|
Business acquisition(1)
|
57.8
|
|
|
853.7
|
|
|
—
|
|
|
911.5
|
|
||||
Impairment related to China reporting unit
|
—
|
|
|
—
|
|
|
(9.5
|
)
|
|
(9.5
|
)
|
||||
Foreign currency translation
|
16.7
|
|
|
81.1
|
|
|
(0.4
|
)
|
|
97.4
|
|
||||
Purchase price adjustment
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||
Balance at December 29, 2012
|
764.0
|
|
|
1,680.9
|
|
|
8.2
|
|
|
2,453.1
|
|
||||
Foreign currency translation
|
(45.8
|
)
|
|
27.7
|
|
|
(0.9
|
)
|
|
(19.0
|
)
|
||||
Purchase price adjustment(1)
|
—
|
|
|
(15.4
|
)
|
|
—
|
|
|
(15.4
|
)
|
||||
Balance at December 31, 2013
|
$
|
718.2
|
|
|
$
|
1,693.2
|
|
|
$
|
7.3
|
|
|
$
|
2,418.7
|
|
(1)
|
On June 15, 2012, we completed the Acquisition of StarBev. During the second quarter of 2013, we finalized purchase accounting related to the Acquisition 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. See
Note 3, "Acquisition of StarBev"
for further discussion.
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 40
|
|
$
|
537.5
|
|
|
$
|
(224.7
|
)
|
|
$
|
312.8
|
|
Distribution rights
|
2 - 23
|
|
314.1
|
|
|
(255.0
|
)
|
|
59.1
|
|
|||
Patents and technology and distribution channels
|
3 - 10
|
|
36.2
|
|
|
(32.8
|
)
|
|
3.4
|
|
|||
Favorable contracts, land use rights and other
|
2 - 42
|
|
1.2
|
|
|
(1.2
|
)
|
|
—
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
5,482.3
|
|
|
—
|
|
|
5,482.3
|
|
|||
Distribution networks
|
Indefinite
|
|
952.3
|
|
|
—
|
|
|
952.3
|
|
|||
Other
|
Indefinite
|
|
15.2
|
|
|
—
|
|
|
15.2
|
|
|||
Total
|
|
|
$
|
7,338.8
|
|
|
$
|
(513.7
|
)
|
|
$
|
6,825.1
|
|
|
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)
|
||
2014
|
|
$
|
43.5
|
|
2015
|
|
$
|
41.0
|
|
2016
|
|
$
|
41.0
|
|
2017
|
|
$
|
15.3
|
|
2018
|
|
$
|
11.8
|
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
$575 million 2.5% convertible notes due 2013(1)
|
$
|
—
|
|
|
$
|
575.0
|
|
€500 million 0.0% convertible note due 2013(2)
|
61.8
|
|
|
668.7
|
|
||
CAD 900 million 5.0% notes due 2015(3)
|
847.2
|
|
|
902.7
|
|
||
CAD 500 million 3.95% Series A notes due 2017(3)
|
470.7
|
|
|
501.5
|
|
||
$300 million 2.0% notes due 2017(4)
|
300.0
|
|
|
300.0
|
|
||
$500 million 3.5% notes due 2022(4)
|
500.0
|
|
|
500.0
|
|
||
$1.1 billion 5.0% notes due 2042(4)
|
1,100.0
|
|
|
1,100.0
|
|
||
€120 million term loan due 2016(5)
|
—
|
|
|
123.9
|
|
||
Other long-term debt
|
0.2
|
|
|
0.5
|
|
||
Long-term credit facilities(6)
|
—
|
|
|
—
|
|
||
Less: unamortized debt discounts(7)
|
(5.1
|
)
|
|
(17.4
|
)
|
||
Total long-term debt (including current portion)
|
3,274.8
|
|
|
4,654.9
|
|
||
Less: current portion of long-term debt
|
(61.8
|
)
|
|
(1,232.4
|
)
|
||
Total long-term debt
|
$
|
3,213.0
|
|
|
$
|
3,422.5
|
|
|
|
|
|
||||
Short-term borrowings(8)
|
$
|
525.1
|
|
|
$
|
13.2
|
|
Current portion of long-term debt
|
61.8
|
|
|
1,232.4
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
586.9
|
|
|
$
|
1,245.6
|
|
(1)
|
On
June 15, 2007
, MCBC issued in a public offering
$575 million
of
2.5%
Convertible Senior Notes (the "Notes") payable semi-annually in arrears. The Notes were senior unsecured obligations and ranked equal in rights of payment with all of our other senior unsecured debt and senior to all of our future subordinated debt. The Notes were guaranteed by MCBC and certain of our U.S. and Canadian subsidiaries. The Notes matured on
July 30, 2013
. The Notes contained certain customary anti-dilution and make-whole provisions to protect holders of the Notes as defined in the Indenture. As noted above, our
$575 million
convertible notes matured and were repaid on July 30, 2013, for their face value of
$575 million
. The required premium payment of
$2.6 million
, which was based on our weighted-average Class B common stock price exceeding the then-applicable conversion price on any of the 25 trading days following the maturity date, was paid in September 2013. This premium was hedged by call options that mitigated our exposure to increases in our stock price and resulted in proceeds of
$2.6 million
from these call options in September 2013, which fully offset the premium payment. The premium payment and call option proceeds were recorded in the stockholders' equity section of the consolidated balance sheets upon settlement in 2013. Separately, the warrants entered into concurrent with these call options, pursuant to which we would have been required to issue Class B common stock to the counterparty in the event our stock price reached
$66.13
per share, began expiring in December 2013 and the final warrants expired February 6, 2014, all of which were out-of-the-money. 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
December 31, 2013
(the ''Convertible Note'') to the Seller in conjunction with the closing of the Acquisition. The Seller had 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. In accordance with these terms, on August 13, 2013, the Seller exercised the conversion feature for an agreed upon value upon exercise of
€510.9 million
, consisting of
€500 million
in principal and
€10.9 million
for the conversion feature. At issuance, the total value of the Convertible Note was
€511.1 million
, consisting of the principal (
€500 million
), discount (
€1.0 million
), and conversion feature (
€12.1 million
), initially recorded as a component of the purchase price associated with the Acquisition.
|
(3)
|
During the third quarter of 2005, Molson Coors Capital Finance ULC completed a CAD
900 million
private placement in Canada due September 22, 2015. Additionally, during the fourth quarter 2010, Molson Coors International LP completed a CAD
500 million
private placement in Canada due October 6, 2017. Prior to issuing the bonds, we entered into forward starting interest rate transactions for a portion of each Canadian offering. The bond forward transactions effectively established, in advance, the yield of the government of Canada bond rate over which the Company's private placement was priced. At the time of the private placement offerings and pricings, the government of Canada bond rates were trading at a yield lower than that locked in with the Company's interest rate locks. This resulted in a loss on the bond forward transactions of
$4.0 million
related to the CAD
900 million
bonds, and
$7.8 million
on the CAD
500 million
bonds. Per authoritative accounting guidance pertaining to derivatives and hedging, the losses are being amortized over the life of each respective Canadian issued private placement and will serve to increase our effective cost of borrowing compared to the stated coupon rates by
0.05%
and
0.23%
on the CAD
900 million
and CAD
500 million
bonds, respectively.
|
(4)
|
On May 3, 2012, we issued
$1.9 billion
of senior notes with portions maturing in
2017
,
2022
and
2042
. The
2017
senior notes were issued in an initial aggregate principal amount of
$300 million
at
2.0%
interest and will mature on May 1, 2017. The
2022
senior notes were issued in an initial aggregate principal amount of
$500 million
at
3.5%
interest and will mature on May 1, 2022. The
2042
senior notes were issued in an initial aggregate principal amount of
$1.1 billion
at
5.0%
interest and will mature on May 1, 2042. The issuance resulted in total proceeds to us, before expenses, of
$1,880.7 million
, net of underwriting fees and discounts of
$14.7 million
and
$4.6 million
, respectively. Total debt issuance costs capitalized in connection with these senior notes, including the underwriting fees and discounts, are approximately
$18.0 million
and will be amortized over the life of the notes. The issuance adds a number of guarantors to these debt securities as well as to our existing senior obligations, pursuant to requirements of our existing senior debt obligation agreements. These new guarantors consist principally of the U.K. operating entity. See
Note 20, "Supplemental Guarantor Information"
for further discussion and guarantor financial information reflective of this change.
|
(5)
|
On April 3, 2012, we entered into a term loan agreement (the ''Term Loan Agreement'') that provides for a
4
-year term loan facility of
$300 million
, composed of
one
$150 million
borrowing and
one
Euro-denominated borrowing equal to
$150 million
at issuance (or
€120 million
borrowing) both of which were funded upon close of the Acquisition on June 15, 2012. The Term Loan Agreement required quarterly principal repayments equal to
2.5%
of the initial principal obligation, which commenced on September 30, 2012, with the remaining
62.5%
principal balance due at the June 15, 2016 maturity date. The obligations under the Term Loan Agreement were our general unsecured obligations. The Term Loan Agreement contained customary events of default, specified representations and warranties and covenants, including, among other things, covenants that limited our and our subsidiaries' ability to incur certain additional priority indebtedness, create or permit liens on assets or engage in mergers or consolidations. Debt issuance costs capitalized in connection with the Term Loan Agreement were amortized over the life of the debt and totaled approximately
$3 million
.
|
(6)
|
On April 3, 2012, we entered into a revolving credit agreement (the ''Credit Agreement''). The Credit Agreement provides for a
4
-year revolving credit facility of
$300 million
that was subsequently amended to increase the borrowing limit to
$550 million
. The Credit Agreement contains customary events of default and specified representations and warranties and covenants, including, among other things, covenants that limit our subsidiaries'
|
(7)
|
In addition to the unamortized debt discount on the
$575 million
convertible notes as of
December 29, 2012
, we have unamortized debt discounts on the additional debt balances of
$5.1 million
and
$6.6 million
as of
December 31, 2013
, and
December 29, 2012
, respectively.
|
(8)
|
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. To fund the repayment of our
€500 million
Zero Coupon Senior Unsecured Convertible Note, we issued short-term commercial paper during the third quarter of 2013. As of December 31, 2013, the outstanding borrowings under the commercial paper program were
$379.8 million
at a weighted average effective interest rate and tenor of
0.49%
and
47.2
days, respectively.
|
Fiscal year
|
|
Amount
|
||
|
|
(In millions)
|
||
2014
|
|
$
|
586.9
|
|
2015
|
|
847.4
|
|
|
2016
|
|
—
|
|
|
2017
|
|
770.7
|
|
|
2018
|
|
—
|
|
|
Thereafter
|
|
1,600.0
|
|
|
Total
|
|
$
|
3,805.0
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Interest incurred(1)
|
$
|
185.2
|
|
|
$
|
198.6
|
|
|
$
|
121.0
|
|
Interest capitalized
|
(1.4
|
)
|
|
(2.3
|
)
|
|
(2.3
|
)
|
|||
Interest expensed
|
$
|
183.8
|
|
|
$
|
196.3
|
|
|
$
|
118.7
|
|
(1)
|
Interest incurred includes total non-cash interest of
$11.2 million
,
$19.0 million
and
$17.5 million
for the fiscal years
2013
,
2012
and
2011
, respectively. Interest incurred also includes the change in fair value of the embedded conversion feature related to the Euro-denominated Convertible Notes of
$5.4 million
expense and
$8.0 million
income for the fiscal years
2013
and
2012
, respectively.
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Pretax compensation expense
|
$
|
19.5
|
|
|
$
|
14.0
|
|
|
$
|
24.6
|
|
Tax benefit
|
(5.6
|
)
|
|
(4.2
|
)
|
|
(6.8
|
)
|
|||
After-tax compensation expense
|
$
|
13.9
|
|
|
$
|
9.8
|
|
|
$
|
17.8
|
|
|
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 share amounts)
|
||||||||||
Non-vested as of December 29, 2012
|
0.7
|
|
$43.06
|
|
1.7
|
|
$10.90
|
|
—
|
|
$—
|
Granted
|
0.3
|
|
$42.94
|
|
—
|
|
$—
|
|
0.2
|
|
$43.10
|
Vested
|
(0.2)
|
|
$42.96
|
|
(0.6)
|
|
$11.61
|
|
—
|
|
$—
|
Forfeited
|
(0.1)
|
|
$41.81
|
|
(0.1)
|
|
$3.58
|
|
—
|
|
$—
|
Non-vested as of December 31, 2013
|
0.7
|
|
$42.08
|
|
1.0
|
|
$2.87
|
|
0.2
|
|
$43.10
|
|
Shares outstanding
|
|
Shares exercisable at year end
|
||||||||||||||||
|
Shares
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic
value
|
|
Shares
|
|
Weighted-
average
exercise price
|
|
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
|
|
|
5.2
|
|
$40.07
|
|
3.38
|
|
$
|
23.1
|
|
Granted
|
0.2
|
|
$45.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Exercised
|
(2.7)
|
|
$37.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Outstanding as of December 31, 2013
|
3.5
|
|
$43.41
|
|
4.57
|
|
$
|
45.1
|
|
|
2.9
|
|
$43.26
|
|
3.86
|
|
$
|
38.4
|
|
|
For the years ended
|
||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
Risk-free interest rate
|
1.43%
|
|
1.50%
|
|
2.57%
|
Dividend yield
|
2.88%
|
|
2.99%
|
|
2.57%
|
Volatility range
|
22.4% - 25.9%
|
|
25.8% - 27.6%
|
|
25.3% - 29.4%
|
Weighted-average volatility
|
25.02%
|
|
25.86%
|
|
26.29%
|
Expected term (years)
|
7.7
|
|
4.0 - 7.7
|
|
4.0 - 7.7
|
Weighted-average fair value
|
$8.39
|
|
$8.09
|
|
$9.60
|
|
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 25, 2010
|
$
|
906.3
|
|
|
$
|
(11.6
|
)
|
|
$
|
(497.4
|
)
|
|
$
|
(226.2
|
)
|
|
$
|
171.1
|
|
Foreign currency translation adjustments
|
(49.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.6
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
Reclassification of derivative losses to income(1)
|
—
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
(255.8
|
)
|
|
—
|
|
|
(255.8
|
)
|
|||||
Amortization of net prior service costs and net actuarial losses to income(1)
|
—
|
|
|
—
|
|
|
13.8
|
|
|
—
|
|
|
13.8
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(106.2
|
)
|
|
(106.2
|
)
|
|||||
Tax benefit (expense)
|
(18.1
|
)
|
|
0.4
|
|
|
62.6
|
|
|
39.2
|
|
|
84.1
|
|
|||||
As of December 31, 2011
|
$
|
838.6
|
|
|
$
|
1.7
|
|
|
$
|
(676.8
|
)
|
|
$
|
(293.2
|
)
|
|
$
|
(129.7
|
)
|
Foreign currency translation adjustments
|
340.3
|
|
|
(1.6
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
336.3
|
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
(37.7
|
)
|
|
—
|
|
|
—
|
|
|
(37.7
|
)
|
|||||
Reclassification of derivative losses to income(1)
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
(176.5
|
)
|
|
—
|
|
|
(176.5
|
)
|
|||||
Amortization of net prior service costs and net actuarial losses to income(1)
|
—
|
|
|
—
|
|
|
36.3
|
|
|
—
|
|
|
36.3
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.5
|
)
|
|
(79.5
|
)
|
|||||
Reclassification from investment in MillerCoors(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(97.9
|
)
|
|
(97.9
|
)
|
|||||
Tax benefit (expense)
|
8.6
|
|
|
9.7
|
|
|
(24.7
|
)
|
|
72.6
|
|
|
66.2
|
|
|||||
As of December 29, 2012
|
$
|
1,187.5
|
|
|
$
|
(17.7
|
)
|
|
$
|
(844.1
|
)
|
|
$
|
(398.0
|
)
|
|
$
|
(72.3
|
)
|
Foreign currency translation adjustments
|
(177.7
|
)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(177.0
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
58.6
|
|
|
—
|
|
|
—
|
|
|
58.6
|
|
|||||
Reclassification of derivative losses to income(1)
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
278.0
|
|
|
—
|
|
|
278.0
|
|
|||||
Amortization of net prior service costs and net actuarial losses to income(1)
|
—
|
|
|
—
|
|
|
53.7
|
|
|
—
|
|
|
53.7
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
114.5
|
|
|
114.5
|
|
|||||
Reclassification from investment in MillerCoors(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
|
34.3
|
|
|||||
Tax benefit (expense)
|
(30.7
|
)
|
|
(20.8
|
)
|
|
(44.6
|
)
|
|
(33.3
|
)
|
|
(129.4
|
)
|
|||||
As of December 31, 2013
|
$
|
979.1
|
|
|
$
|
14.6
|
|
|
$
|
(556.3
|
)
|
|
$
|
(282.5
|
)
|
|
$
|
154.9
|
|
(1)
|
The tax benefit (expense) recognized on reclassification of derivative gains and losses to income was
$(2.3) million
,
$1.6 million
and
$4.5 million
for the fiscal years
2013
,
2012
and
2011
, respectively. The tax benefit recognized on reclassification of net prior service costs and net actuarial gains and losses to income was
$7.3 million
,
$5.4 million
and
$3.6 million
for the fiscal years
2013
,
2012
and
2011
, respectively.
|
(2)
|
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 the adjustment was recorded in 2013 and prior periods do not reflect the adjustment.
|
|
|
For the year ended
|
|
|
||
|
|
December 31, 2013
|
|
|
||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||
|
|
(In millions)
|
|
|
||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
||
Forward starting interest rate swaps
|
|
$
|
(1.6
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
2.2
|
|
|
Other income (expense), net
|
|
Foreign currency forwards
|
|
5.2
|
|
|
Cost of goods sold
|
|
Commodity swaps
|
|
(0.3
|
)
|
|
Cost of goods sold
|
|
Total income (loss) reclassified, before tax
|
|
5.5
|
|
|
|
|
Income tax benefit (expense)
|
|
(2.3
|
)
|
|
|
|
Net income (loss) reclassified, net of tax
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
||
Prior service benefit (cost)
|
|
$
|
2.8
|
|
|
(1)
|
Net actuarial gain (loss)
|
|
(56.5
|
)
|
|
(1)
|
|
Total income (loss) reclassified, before tax
|
|
(53.7
|
)
|
|
|
|
Income tax benefit (expense)
|
|
7.3
|
|
|
|
|
Net income (loss) reclassified, net of tax
|
|
$
|
(46.4
|
)
|
|
|
|
|
|
|
|
||
Total income (loss) reclassified, net of tax
|
|
$
|
(43.2
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 16, "Employee Retirement Plans and Postretirement Benefits"
for additional details.
|
|
For the years ended
|
||||||||||||||||||||||||||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Components of net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost—benefits earned during the year
|
$
|
15.8
|
|
|
$
|
3.4
|
|
|
$
|
19.2
|
|
|
$
|
16.8
|
|
|
$
|
2.9
|
|
|
$
|
19.7
|
|
|
$
|
18.8
|
|
|
$
|
2.4
|
|
|
$
|
21.2
|
|
Interest cost on projected benefit obligation
|
157.0
|
|
|
7.2
|
|
|
164.2
|
|
|
165.7
|
|
|
8.0
|
|
|
173.7
|
|
|
180.5
|
|
|
7.7
|
|
|
188.2
|
|
|||||||||
Expected return on plan assets
|
(177.9
|
)
|
|
—
|
|
|
(177.9
|
)
|
|
(175.2
|
)
|
|
—
|
|
|
(175.2
|
)
|
|
(199.4
|
)
|
|
—
|
|
|
(199.4
|
)
|
|||||||||
Amortization of prior service cost (benefit)
|
0.8
|
|
|
(3.6
|
)
|
|
(2.8
|
)
|
|
0.8
|
|
|
(3.7
|
)
|
|
(2.9
|
)
|
|
0.8
|
|
|
(3.8
|
)
|
|
(3.0
|
)
|
|||||||||
Amortization of net actuarial loss (gain)
|
56.6
|
|
|
(0.1
|
)
|
|
56.5
|
|
|
39.4
|
|
|
(0.2
|
)
|
|
39.2
|
|
|
20.2
|
|
|
(3.4
|
)
|
|
16.8
|
|
|||||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Less: expected participant contributions
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||||||
Net periodic pension and OPEB cost
|
$
|
51.1
|
|
|
$
|
6.9
|
|
|
$
|
58.0
|
|
|
$
|
47.7
|
|
|
$
|
7.0
|
|
|
$
|
54.7
|
|
|
$
|
19.3
|
|
|
$
|
2.9
|
|
|
$
|
22.2
|
|
|
For the year ended December 31, 2013
|
|
For the year ended December 29, 2012
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year benefit obligation
|
$
|
3,955.5
|
|
|
$
|
186.4
|
|
|
$
|
4,141.9
|
|
|
$
|
3,603.9
|
|
|
$
|
168.4
|
|
|
$
|
3,772.3
|
|
Postretirement benefit obligation assumed in Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||||
Service cost, net of expected employee contributions
|
14.7
|
|
|
3.4
|
|
|
18.1
|
|
|
15.6
|
|
|
2.9
|
|
|
18.5
|
|
||||||
Interest cost
|
157.0
|
|
|
7.2
|
|
|
164.2
|
|
|
165.7
|
|
|
8.0
|
|
|
173.7
|
|
||||||
Actual employee contributions
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Actuarial loss (gain)
|
(84.6
|
)
|
|
(15.7
|
)
|
|
(100.3
|
)
|
|
243.7
|
|
|
8.3
|
|
|
252.0
|
|
||||||
Amendments
|
0.5
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Benefits paid
|
(201.0
|
)
|
|
(8.5
|
)
|
|
(209.5
|
)
|
|
(199.0
|
)
|
|
(8.1
|
)
|
|
(207.1
|
)
|
||||||
Adjustment due to change in historical accounting
|
8.1
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate change
|
(34.4
|
)
|
|
(10.6
|
)
|
|
(45.0
|
)
|
|
122.1
|
|
|
4.2
|
|
|
126.3
|
|
||||||
Benefit obligation at end of year
|
$
|
3,816.9
|
|
|
$
|
162.1
|
|
|
$
|
3,979.0
|
|
|
$
|
3,955.5
|
|
|
$
|
186.4
|
|
|
$
|
4,141.9
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year fair value of assets
|
$
|
3,353.8
|
|
|
$
|
—
|
|
|
$
|
3,353.8
|
|
|
$
|
3,138.9
|
|
|
$
|
—
|
|
|
$
|
3,138.9
|
|
Actual return on plan assets
|
359.7
|
|
|
—
|
|
|
359.7
|
|
|
254.4
|
|
|
—
|
|
|
254.4
|
|
||||||
Employer contributions
|
113.1
|
|
|
8.5
|
|
|
121.6
|
|
|
55.3
|
|
|
8.1
|
|
|
63.4
|
|
||||||
Actual employee contributions
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||||
Benefits and plan expenses paid
|
(204.5
|
)
|
|
(8.5
|
)
|
|
(213.0
|
)
|
|
(201.1
|
)
|
|
(8.1
|
)
|
|
(209.2
|
)
|
||||||
Foreign currency exchange rate change
|
(27.0
|
)
|
|
—
|
|
|
(27.0
|
)
|
|
105.0
|
|
|
—
|
|
|
105.0
|
|
||||||
Fair value of plan assets at end of year
|
$
|
3,596.2
|
|
|
$
|
—
|
|
|
$
|
3,596.2
|
|
|
$
|
3,353.8
|
|
|
$
|
—
|
|
|
$
|
3,353.8
|
|
Funded status:
|
$
|
(220.7
|
)
|
|
$
|
(162.1
|
)
|
|
$
|
(382.8
|
)
|
|
$
|
(601.7
|
)
|
|
$
|
(186.4
|
)
|
|
$
|
(788.1
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other non-current assets
|
$
|
91.8
|
|
|
$
|
—
|
|
|
$
|
91.8
|
|
|
$
|
56.5
|
|
|
$
|
—
|
|
|
$
|
56.5
|
|
Accounts payable and other current liabilities
|
(3.1
|
)
|
|
(8.9
|
)
|
|
(12.0
|
)
|
|
(2.6
|
)
|
|
(9.0
|
)
|
|
(11.6
|
)
|
||||||
Pension and postretirement benefits
|
(309.4
|
)
|
|
(153.2
|
)
|
|
(462.6
|
)
|
|
(655.6
|
)
|
|
(177.4
|
)
|
|
(833.0
|
)
|
||||||
Net amounts recognized
|
$
|
(220.7
|
)
|
|
$
|
(162.1
|
)
|
|
$
|
(382.8
|
)
|
|
$
|
(601.7
|
)
|
|
$
|
(186.4
|
)
|
|
$
|
(788.1
|
)
|
|
As of December 31, 2013
|
|
As of December 29, 2012
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Accumulated benefit obligation
|
$
|
3,105.7
|
|
|
$
|
162.1
|
|
|
$
|
3,267.8
|
|
|
$
|
3,580.9
|
|
|
$
|
186.4
|
|
|
$
|
3,767.3
|
|
Projected benefit obligation
|
$
|
3,115.5
|
|
|
$
|
162.1
|
|
|
$
|
3,277.6
|
|
|
$
|
3,582.3
|
|
|
$
|
186.4
|
|
|
$
|
3,768.7
|
|
Fair value of plan assets
|
$
|
2,803.0
|
|
|
$
|
—
|
|
|
$
|
2,803.0
|
|
|
$
|
2,924.1
|
|
|
$
|
—
|
|
|
$
|
2,924.1
|
|
|
As of December 31, 2013
|
|
As of December 29, 2012
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
811.1
|
|
|
$
|
(21.7
|
)
|
|
$
|
789.4
|
|
|
$
|
1,130.9
|
|
|
$
|
(6.1
|
)
|
|
$
|
1,124.8
|
|
Net prior service cost
|
3.1
|
|
|
(3.9
|
)
|
|
(0.8
|
)
|
|
3.4
|
|
|
(7.2
|
)
|
|
(3.8
|
)
|
||||||
Total not yet recognized
|
$
|
814.2
|
|
|
$
|
(25.6
|
)
|
|
$
|
788.6
|
|
|
$
|
1,134.3
|
|
|
$
|
(13.3
|
)
|
|
$
|
1,121.0
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Accumulated other comprehensive loss (income) as of December 31, 2011
|
$
|
1,003.0
|
|
|
$
|
(24.6
|
)
|
|
$
|
978.4
|
|
Amortization of prior service costs (benefit)
|
(0.8
|
)
|
|
3.7
|
|
|
2.9
|
|
|||
Amortization of net actuarial loss (gain)
|
(39.4
|
)
|
|
0.2
|
|
|
(39.2
|
)
|
|||
Current year actuarial loss
|
168.2
|
|
|
8.3
|
|
|
176.5
|
|
|||
Foreign currency exchange rate change
|
3.3
|
|
|
(0.9
|
)
|
|
2.4
|
|
|||
Accumulated other comprehensive loss (income) as of December 29, 2012
|
$
|
1,134.3
|
|
|
$
|
(13.3
|
)
|
|
$
|
1,121.0
|
|
Amortization of prior service costs (benefit)
|
(0.8
|
)
|
|
3.6
|
|
|
2.8
|
|
|||
Amortization of net actuarial loss (gain)
|
(56.6
|
)
|
|
0.1
|
|
|
(56.5
|
)
|
|||
Current year actuarial loss (gain)
|
(262.3
|
)
|
|
(15.7
|
)
|
|
(278.0
|
)
|
|||
Plan amendment
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Foreign currency exchange rate change
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2013
|
$
|
814.2
|
|
|
$
|
(25.6
|
)
|
|
$
|
788.6
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Amortization of net prior service cost (gain)
|
$
|
0.7
|
|
|
$
|
(3.3
|
)
|
|
$
|
(2.6
|
)
|
Amortization of actuarial net loss (gain)
|
$
|
(9.5
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(10.4
|
)
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
Settlement discount rate
|
4.18%
|
|
4.12%
|
|
4.61%
|
|
4.66%
|
|
5.32%
|
|
5.33%
|
Rate of compensation increase(1)
|
2.50%
|
|
N/A
|
|
2.50%
|
|
N/A
|
|
3.00%
|
|
N/A
|
Expected return on plan assets(2)
|
5.83%
|
|
N/A
|
|
5.57%
|
|
N/A
|
|
6.17%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 7.9% in 2013 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 8.2% in 2012 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 8.5% in 2011 to 4.5% in 2028
|
(1)
|
U.K. plan was closed to future accrual during 2009.
|
(2)
|
We develop our long term expected return on assets ("EROA") assumptions annually with input from independent investment specialists including our actuaries, investment consultants and other specialists. Each EROA assumption is based on historical data, including historical returns, historical market rates and is calculated for each plan's individual asset class. The calculation includes inputs for interest, inflation, credit, and risk premium (active investment management) rates and fees paid to service providers. We consider our EROA to be a significant management estimate. Any material changes in the inputs to our methodology used in calculating our EROA could have a significant impact on our reported defined benefit pension plans' expense.
|
|
As of December 31, 2013
|
|
As of December 29, 2012
|
||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
Settlement discount rate
|
4.57%
|
|
4.79%
|
|
4.18%
|
|
4.12%
|
Rate of compensation increase(1)
|
2.50%
|
|
N/A
|
|
2.50%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 7.7% in 2014 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.9% in 2013 to 4.5% in 2028
|
(1)
|
U.K. plan was closed to future accrual during 2009.
|
|
1% point
increase
(unfavorable)
|
|
1% point
decrease
favorable
|
||||
|
(In millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
(1.2
|
)
|
|
$
|
1.3
|
|
Effect on postretirement benefit obligations
|
$
|
(17.4
|
)
|
|
$
|
15.9
|
|
(1)
|
optimize the long-term return on plan assets at an acceptable level of risk and manage projected future cash contributions;
|
(2)
|
maintain a broad diversification across asset classes and among investment managers;
|
(3)
|
manage the risk level of the plan' assets in relation to the plans' liabilities
|
|
Target
allocations
|
|
Actual
allocations
|
Equities
|
31.8%
|
|
34.4%
|
Fixed income(1)
|
48.7%
|
|
45.8%
|
Hedge funds
|
9.9%
|
|
9.4%
|
Real estate
|
4.3%
|
|
6.3%
|
Other
|
5.3%
|
|
4.1%
|
(1)
|
Target allocation and actual allocation percentages for fixed income include associated repurchase agreements.
|
•
|
Cash and short-term instruments—Includes cash, trades awaiting settlement, bank deposits, short-term bills and short-term notes. Our "trades awaiting settlement" category includes payables and receivables associated with asset purchases and sales that are awaiting final cash settlement as of year end due to the use of trade date accounting for our pension plans assets. These payables normally settle within a few business days of the purchase or sale of the respective asset. The respective assets are included in or removed from our year end plan assets and categorized in their respective asset categories in the fair value hierarchy below. We include these items in Level 1 of this hierarchy, as the values are derived from quoted prices in active markets. Short-term instruments are included in Level 2 of the fair value hierarchy as these are highly liquid instruments that are valued using observable inputs, but their asset values are not publicly quoted.
|
•
|
Debt securities—Includes various government and corporate fixed income securities, interest and inflation-linked assets such as bonds and swaps, collateralized securities, and other debt securities. The majority of the plans' fixed income assets trade on "over the counter" exchanges, which provides observable inputs that are the primary data used to determine each individual investment's fair value. We also use independent pricing vendors, as well as matrix pricing techniques. Matrix pricing uses observable data from other similar investments as the primary input to determine the individual security's fair value. Government and corporate fixed income securities are generally classified as Level 2 in the fair value hierarchy as they are valued using observable inputs. Assets included in our collateralized securities include mortgage backed securities and collateralized mortgage obligations, which are considered Level 3 due to the use of the significant unobservable inputs used in deriving these assets' fair values.
|
•
|
Equities—Includes publicly traded common and other equity-like holdings, primarily publicly traded common stock, including real estate investment trusts, certain commingled funds investing in equities and other fund holdings. Equity assets are well diversified between international and domestic investments. We consider equities quoted on public exchanges as Level 1 while other assets that are not quoted on public exchanges but valued using significant observable inputs as Level 2 depending on the individual asset's characteristics.
|
•
|
Investment funds—Includes our debt funds, equity funds, hedge fund of funds, and real estate fund holdings. The market values for these funds are based on the net asset values multiplied by the number of shares owned. For some of our hedge fund of funds, debt funds and equity funds, we have the ability to liquidate without material delays at their net asset value and have recorded these assets at Level 2 as the values were based upon significant observable inputs.
|
•
|
Other—Includes credit default swaps, repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan, venture capital, corporate real estate debt and private equity. Repurchase agreements are agreements where our plan has created an asset exposure using borrowed assets, creating a repurchase agreement liability, to facilitate the trade. The assets associated with the repurchase agreement are included in the other category in the fair value hierarchy, and the repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets. When determining the presentation of our target and asset allocations for repurchase agreements, we are viewing the asset type, as opposed to the investment vehicle, and accordingly include the associated assets within fixed income, specifically interest and inflation linked assets. The significant increase in repurchases agreements from 2012 to 2013 is due to the relative favorable pricing of obtaining interest rate and inflation exposure in comparison to obtaining swaps. We include recoverable tax items in Level 1 of this hierarchy, as these are cash receivables and the values are derived from quoted prices in active markets. Our credit default swaps are included in Level 2 as the values were based upon significant observable inputs and our venture capital and private equity are included in Level 3 as the values are based upon the use of unobservable inputs.
|
|
|
|
Fair value measurements as of December 31, 2013
|
||||||||||||
|
Total at
December 31, 2013 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
127.5
|
|
|
$
|
127.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
25.9
|
|
|
25.9
|
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
33.8
|
|
|
—
|
|
|
33.8
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
||||||||
Government securities
|
790.4
|
|
|
—
|
|
|
790.4
|
|
|
—
|
|
||||
Corporate debt securities
|
438.7
|
|
|
—
|
|
|
438.1
|
|
|
0.6
|
|
||||
Interest and inflation linked assets
|
1,100.6
|
|
|
—
|
|
|
1,073.4
|
|
|
27.2
|
|
||||
Collateralized debt securities
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equities
|
|
|
|
|
|
|
|
||||||||
Common stock
|
712.3
|
|
|
711.4
|
|
|
0.9
|
|
|
—
|
|
||||
Other equity securities
|
6.4
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
||||
Investment funds
|
|
|
|
|
|
|
|
||||||||
Debt funds
|
325.0
|
|
|
—
|
|
|
196.2
|
|
|
128.8
|
|
||||
Equity funds
|
515.6
|
|
|
—
|
|
|
515.6
|
|
|
—
|
|
||||
Real estate funds
|
43.6
|
|
|
—
|
|
|
—
|
|
|
43.6
|
|
||||
Hedge funds of funds
|
339.5
|
|
|
—
|
|
|
112.8
|
|
|
226.7
|
|
||||
Other
|
|
|
|
|
|
|
|
||||||||
Repurchase agreements
|
(917.5
|
)
|
|
(917.5
|
)
|
|
—
|
|
|
—
|
|
||||
Credit default swaps
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
||||
Private equity
|
53.3
|
|
|
—
|
|
|
—
|
|
|
53.3
|
|
||||
Recoverable taxes
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Total
|
$
|
3,596.2
|
|
|
$
|
(45.5
|
)
|
|
$
|
3,156.2
|
|
|
$
|
485.5
|
|
|
|
|
Fair value measurements as of December 29, 2012
|
||||||||||||
|
Total at
December 29, 2012 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
108.2
|
|
|
$
|
108.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
5.4
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
36.4
|
|
|
—
|
|
|
36.4
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
||||||||
Government securities
|
837.2
|
|
|
—
|
|
|
837.2
|
|
|
—
|
|
||||
Corporate debt securities
|
536.8
|
|
|
—
|
|
|
536.8
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
171.6
|
|
|
—
|
|
|
205.7
|
|
|
(34.1
|
)
|
||||
Collateralized debt securities
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equities
|
|
|
|
|
|
|
|
||||||||
Common stock
|
583.7
|
|
|
581.7
|
|
|
—
|
|
|
2.0
|
|
||||
Other equity securities
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||
Investment funds
|
|
|
|
|
|
|
|
||||||||
Debt funds
|
273.7
|
|
|
—
|
|
|
157.5
|
|
|
116.2
|
|
||||
Equity funds
|
499.7
|
|
|
7.8
|
|
|
491.9
|
|
|
—
|
|
||||
Real estate funds
|
55.9
|
|
|
—
|
|
|
—
|
|
|
55.9
|
|
||||
Hedge funds of funds
|
321.9
|
|
|
—
|
|
|
101.7
|
|
|
220.2
|
|
||||
Other
|
|
|
|
|
|
|
|
||||||||
Repurchase agreements
|
(98.1
|
)
|
|
(98.1
|
)
|
|
—
|
|
|
—
|
|
||||
Credit default swaps
|
(13.5
|
)
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
||||
Private equity
|
28.4
|
|
|
—
|
|
|
—
|
|
|
28.4
|
|
||||
Recoverable taxes
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Total
|
$
|
3,353.8
|
|
|
$
|
606.7
|
|
|
$
|
2,353.7
|
|
|
$
|
393.4
|
|
|
Amount
|
||
|
(In millions)
|
||
Balance at December 31, 2011
|
$
|
334.9
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
(1.0
|
)
|
|
Unrealized gain (loss) included in AOCI
|
(23.0
|
)
|
|
Purchases, issuances, settlements
|
68.5
|
|
|
Transfers in/(out) of Level 3
|
—
|
|
|
Foreign exchange translation (loss)/gain
|
14.0
|
|
|
Balance at December 29, 2012
|
$
|
393.4
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
5.9
|
|
|
Unrealized gain (loss) included in AOCI
|
63.1
|
|
|
Purchases, issuances, settlements
|
7.0
|
|
|
Transfers in/(out) of Level 3
|
1.9
|
|
|
Foreign exchange translation loss
|
14.2
|
|
|
Balance at December 31, 2013
|
$
|
485.5
|
|
Expected benefit payments
|
|
Pension
|
|
OPEB
|
||||
|
|
(In millions)
|
||||||
2014
|
|
$
|
207.1
|
|
|
$
|
8.6
|
|
2015
|
|
$
|
211.3
|
|
|
$
|
8.4
|
|
2016
|
|
$
|
215.4
|
|
|
$
|
8.8
|
|
2017
|
|
$
|
218.7
|
|
|
$
|
9.2
|
|
2018
|
|
$
|
221.7
|
|
|
$
|
9.4
|
|
2019-2023
|
|
$
|
1,226.4
|
|
|
$
|
57.3
|
|
|
|
|
Fair value measurements as of December 31, 2013
|
||||||||||||
|
Total at
December 31, 2013 |
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Equities
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total—Corporate
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements as of December 29, 2012
|
||||||||||||
|
Total at
December 29, 2012 |
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Equities
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
3.1
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total—Corporate
|
$
|
3.1
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2013 Using |
||||||||||||
|
Total at
December 31, 2013
|
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Cross currency swaps
|
$
|
(71.7
|
)
|
|
$
|
—
|
|
|
$
|
(71.7
|
)
|
|
$
|
—
|
|
Foreign currency forwards
|
19.7
|
|
|
—
|
|
|
19.7
|
|
|
—
|
|
||||
Commodity swaps
|
(4.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
||||
Total
|
$
|
(56.9
|
)
|
|
$
|
—
|
|
|
$
|
(56.9
|
)
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
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)
|
||
Balance at December 31, 2011
|
$
|
—
|
|
Total gains or losses (realized/unrealized)
|
|
||
Included in earnings
|
7.3
|
|
|
Included in other comprehensive income
|
—
|
|
|
Purchases
|
—
|
|
|
Issuances(1)
|
(15.2
|
)
|
|
Settlements
|
—
|
|
|
Transfers In/Out of Level 3
|
—
|
|
|
Balance at December 29, 2012
|
$
|
(7.9
|
)
|
Total gains or losses (realized/unrealized)
|
|
||
Included in earnings
|
(6.5
|
)
|
|
Included in other comprehensive income
|
—
|
|
|
Purchases
|
—
|
|
|
Issuances
|
—
|
|
|
Settlements(1)
|
14.4
|
|
|
Transfers In/Out of Level 3
|
—
|
|
|
Balance at December 31, 2013
|
$
|
—
|
|
Unrealized gains or losses for Level 3 assets/liabilities settled in 2013
|
$
|
(6.5
|
)
|
(1)
|
At issuance, we recorded a liability of
$15.2 million
related to the conversion feature of the Euro-denominated Convertible Note. During the third quarter of 2013, we settled the liability at
$14.4 million
.
|
|
As of December 29, 2012
|
|||||||||||||||
|
|
|
Asset derivatives
|
|
Liability derivatives
|
|||||||||||
|
Notional amount
|
|
Balance sheet location
|
|
Fair value
|
|
Balance sheet location
|
|
Fair value
|
|||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Cross currency swaps
|
CAD
|
|
601.3
|
|
|
Other current assets
|
|
$
|
—
|
|
|
Current derivative hedging instruments
|
|
$
|
—
|
|
|
|
|
|
|
|
Other non-current assets
|
|
—
|
|
|
Non-current derivative hedging instruments
|
|
(220.4
|
)
|
||
Foreign currency forwards
|
USD
|
|
507.3
|
|
|
Other current assets
|
|
2.0
|
|
|
Current derivative hedging instruments
|
|
(3.4
|
)
|
||
|
|
|
|
|
|
Other non-current assets
|
|
1.4
|
|
|
Non-current derivative hedging instruments
|
|
(1.7
|
)
|
||
Commodity swaps
|
kWh
|
|
486.1
|
|
|
Other current assets
|
|
—
|
|
|
Current derivative hedging instruments
|
|
(1.0
|
)
|
||
|
|
|
|
|
|
Other non-current assets
|
|
0.2
|
|
|
Non-current derivative hedging instruments
|
|
(0.1
|
)
|
||
Total derivatives designated as hedging instruments
|
|
|
|
|
|
|
$
|
3.6
|
|
|
|
|
$
|
(226.6
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Equity conversion feature of debt
|
EUR
|
|
500.0
|
|
|
|
|
|
|
Current portion of long-term debt and short-term borrowings
|
|
$
|
(7.9
|
)
|
||
Commodity swaps
|
Metric tonnes (actual)
|
|
8,343
|
|
|
Other current assets
|
|
—
|
|
|
Current derivative hedging instruments
|
|
(1.6
|
)
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
(9.5
|
)
|
|
Non-derivative financial instruments in net investment hedge relationships:
|
|
|
|
|
|
|
|
|
||||||||
€120 million term loan due 2016
|
EUR
|
|
93.7
|
|
|
|
|
|
|
Long-term debt
|
|
$
|
(123.9
|
)
|
||
Total non-derivative financial instruments in net investment hedge relationships
|
|
|
|
|
|
$
|
(123.9
|
)
|
For the year ended December 31, 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
|
|
$
|
(1.6
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
28.9
|
|
|
Other income (expense), net
|
|
2.2
|
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
Cost of goods sold
|
|
5.2
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
0.1
|
|
|
Cost of goods sold
|
|
(0.3
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
$
|
29.0
|
|
|
|
|
$
|
5.5
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2013
|
|||||||||||||||
Derivatives in net investment 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)
|
||||||
Cross currency swaps
|
$
|
29.6
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
€120 million term loan due 2016
|
0.1
|
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
$
|
29.7
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 29, 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
|
|
$
|
(1.6
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
(10.3
|
)
|
|
Other income (expense), net
|
|
(2.3
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
Cost of goods sold
|
|
(4.9
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
0.1
|
|
|
Cost of goods sold
|
|
(1.4
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
$
|
(10.2
|
)
|
|
|
|
$
|
(10.2
|
)
|
|
|
|
$
|
—
|
|
For the year ended December 29, 2012
|
|||||||||||||||
Derivatives in net investment 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)
|
||||||
Cross currency swaps
|
$
|
(27.5
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
€120 million term loan due 2016
|
(8.1
|
)
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
$
|
(35.6
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2011
|
|||||||||||||||
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)
|
||||||
Cross currency swaps(1)
|
$
|
0.2
|
|
|
Other income (expense), net
|
|
$
|
3.0
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Forward starting interest rate swaps
|
—
|
|
|
Interest expense, net
|
|
(1.6
|
)
|
|
Interest expense, net
|
|
—
|
|
|||
Foreign currency forwards
|
0.4
|
|
|
Other income (expense), net
|
|
(6.7
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
Cost of goods sold
|
|
(9.6
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
0.1
|
|
|
Cost of goods sold
|
|
—
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
$
|
0.7
|
|
|
|
|
$
|
(14.9
|
)
|
|
|
|
$
|
—
|
|
(1)
|
As cash flow hedges, the foreign exchange gain (loss) component of these cross currency swaps was offset by the corresponding gain (loss) on the hedged forecasted transactions in other income (expense), net and interest expense, net. In the fourth quarter of 2011, the cross currency swaps were dedesignated as cash flow hedges and redesignated as net investment hedges.
|
For the year ended December 31, 2011
|
|||||||||||||||
Derivatives in net investment 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) |
||||||
Cross currency swaps
|
$
|
(0.3
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
$
|
(0.3
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2013
|
||||||
Derivatives not in hedging relationship
|
|
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
|
|
$
|
(5.4
|
)
|
|
|
Other income (expense), net
|
|
(1.1
|
)
|
|
Commodity swaps
|
|
Cost of goods sold
|
|
(5.1
|
)
|
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
3.9
|
|
|
Total
|
|
|
|
$
|
(7.7
|
)
|
For the year ended December 29, 2012
|
||||||
Derivatives not in hedging relationship
|
|
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
|
|
$
|
8.0
|
|
|
|
Other income (expense), net
|
|
(0.7
|
)
|
|
Commodity swaps
|
|
Cost of goods sold
|
|
(0.5
|
)
|
|
Treasury locks
|
|
Interest expense, net
|
|
(39.2
|
)
|
|
Total
|
|
|
|
$
|
(32.4
|
)
|
For the year ended December 31, 2011
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(4.7
|
)
|
Cash settled total return swap
|
|
Other income (expense), net
|
|
(0.6
|
)
|
|
Option contracts
|
|
Other income (expense), net
|
|
1.5
|
|
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
(0.1
|
)
|
|
Total
|
|
|
|
$
|
(3.9
|
)
|
|
As of
|
||||||
|
December 31, 2013
|
|
December 29, 2012
|
||||
|
(In millions)
|
||||||
Accounts payable and accrued trade payables(1)
|
$
|
599.7
|
|
|
$
|
490.3
|
|
Accrued compensation
|
91.5
|
|
|
93.7
|
|
||
Accrued excise and other non-income related taxes
|
216.6
|
|
|
212.3
|
|
||
Accrued interest
|
29.3
|
|
|
36.8
|
|
||
Accrued selling and marketing costs
|
134.2
|
|
|
105.0
|
|
||
Container liability
|
93.4
|
|
|
104.1
|
|
||
Accrued pension and postretirement benefits
|
12.0
|
|
|
11.6
|
|
||
Other
|
159.7
|
|
|
133.1
|
|
||
Accounts payable and other current liabilities
|
$
|
1,336.4
|
|
|
$
|
1,186.9
|
|
(1)
|
Beginning in 2013, we have reclassified accrued trade payables from the "other" classification to provide additional detail to our accrued trade spend. Balances as of
December 29, 2012
reflect our revised presentation.
|
Fiscal year
|
|
Amount
|
||
|
|
(In millions)
|
||
2014
|
|
$
|
552.0
|
|
2015
|
|
347.3
|
|
|
2016
|
|
328.5
|
|
|
2017
|
|
130.7
|
|
|
2018
|
|
133.4
|
|
|
Thereafter
|
|
716.5
|
|
|
Total
|
|
$
|
2,208.4
|
|
Fiscal year
|
|
Amount
|
||
|
|
(In millions)
|
||
2014
|
|
$
|
84.2
|
|
2015
|
|
47.7
|
|
|
2016
|
|
42.2
|
|
|
2017
|
|
43.3
|
|
|
2018
|
|
33.1
|
|
|
Thereafter
|
|
19.7
|
|
|
Total
|
|
$
|
270.2
|
|
Fiscal year
|
|
Amount
|
||
|
|
(In millions)
|
||
2014
|
|
$
|
33.3
|
|
2015
|
|
24.9
|
|
|
2016
|
|
18.6
|
|
|
2017
|
|
9.3
|
|
|
2018
|
|
4.6
|
|
|
Thereafter
|
|
16.9
|
|
|
Total
|
|
$
|
107.6
|
|
|
Total indemnity
reserves
|
||
|
(In millions)
|
||
Balance at December 25, 2010
|
$
|
33.7
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(3.1
|
)
|
|
Balance at December 31, 2011
|
$
|
30.6
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(2.7
|
)
|
|
Balance at December 29, 2012
|
$
|
27.9
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(3.8
|
)
|
|
Balance at December 31, 2013
|
$
|
24.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(In millions)
|
||||||||||
Loss related to adjustment in legal reserves for distribution litigation due to changes in estimates, fees and foreign exchange gains and losses
|
$
|
—
|
|
|
$
|
(2.0
|
)
|
|
$
|
(0.4
|
)
|
Adjustments to Kaiser indemnity liabilities due to changes in estimates and foreign exchange gains and losses
|
2.0
|
|
|
3.5
|
|
|
2.7
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
2.0
|
|
|
$
|
1.5
|
|
|
$
|
2.3
|
|
•
|
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
3.50%
risk-free rate of return.
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
27.5
|
|
|
$
|
4,784.7
|
|
|
$
|
1,388.8
|
|
|
$
|
(201.4
|
)
|
|
$
|
5,999.6
|
|
Excise taxes
|
—
|
|
|
(1,491.5
|
)
|
|
(302.0
|
)
|
|
—
|
|
|
(1,793.5
|
)
|
|||||
Net sales
|
27.5
|
|
|
3,293.2
|
|
|
1,086.8
|
|
|
(201.4
|
)
|
|
4,206.1
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,968.8
|
)
|
|
(718.0
|
)
|
|
141.2
|
|
|
(2,545.6
|
)
|
|||||
Gross profit
|
27.5
|
|
|
1,324.4
|
|
|
368.8
|
|
|
(60.2
|
)
|
|
1,660.5
|
|
|||||
Marketing, general and administrative expenses
|
(117.4
|
)
|
|
(779.1
|
)
|
|
(357.5
|
)
|
|
60.2
|
|
|
(1,193.8
|
)
|
|||||
Special items, net
|
(2.8
|
)
|
|
(53.5
|
)
|
|
(143.7
|
)
|
|
—
|
|
|
(200.0
|
)
|
|||||
Equity income (loss) in subsidiaries
|
668.5
|
|
|
(375.1
|
)
|
|
251.4
|
|
|
(544.8
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
539.0
|
|
|
—
|
|
|
—
|
|
|
539.0
|
|
|||||
Operating income (loss)
|
575.8
|
|
|
655.7
|
|
|
119.0
|
|
|
(544.8
|
)
|
|
805.7
|
|
|||||
Interest income (expense), net
|
(99.5
|
)
|
|
317.5
|
|
|
(388.1
|
)
|
|
—
|
|
|
(170.1
|
)
|
|||||
Other income (expense), net
|
(4.4
|
)
|
|
27.0
|
|
|
(3.7
|
)
|
|
—
|
|
|
18.9
|
|
|||||
Income (loss) from continuing operations before income taxes
|
471.9
|
|
|
1,000.2
|
|
|
(272.8
|
)
|
|
(544.8
|
)
|
|
654.5
|
|
|||||
Income tax benefit (expense)
|
95.4
|
|
|
(231.3
|
)
|
|
51.9
|
|
|
—
|
|
|
(84.0
|
)
|
|||||
Net income (loss) from continuing operations
|
567.3
|
|
|
768.9
|
|
|
(220.9
|
)
|
|
(544.8
|
)
|
|
570.5
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||||
Net income (loss) including noncontrolling interests
|
567.3
|
|
|
768.9
|
|
|
(218.9
|
)
|
|
(544.8
|
)
|
|
572.5
|
|
|||||
Add back (less): Loss (net income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
567.3
|
|
|
$
|
768.9
|
|
|
$
|
(224.1
|
)
|
|
$
|
(544.8
|
)
|
|
$
|
567.3
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
760.2
|
|
|
$
|
1,021.8
|
|
|
$
|
146.8
|
|
|
$
|
(1,168.6
|
)
|
|
$
|
760.2
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
20.7
|
|
|
$
|
4,839.5
|
|
|
$
|
947.8
|
|
|
$
|
(193.0
|
)
|
|
$
|
5,615.0
|
|
Excise taxes
|
—
|
|
|
(1,503.9
|
)
|
|
(194.6
|
)
|
|
—
|
|
|
(1,698.5
|
)
|
|||||
Net sales
|
20.7
|
|
|
3,335.6
|
|
|
753.2
|
|
|
(193.0
|
)
|
|
3,916.5
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,954.2
|
)
|
|
(558.1
|
)
|
|
159.8
|
|
|
(2,352.5
|
)
|
|||||
Gross profit
|
20.7
|
|
|
1,381.4
|
|
|
195.1
|
|
|
(33.2
|
)
|
|
1,564.0
|
|
|||||
Marketing, general and administrative expenses
|
(113.7
|
)
|
|
(814.7
|
)
|
|
(230.9
|
)
|
|
33.2
|
|
|
(1,126.1
|
)
|
|||||
Special items, net
|
(4.1
|
)
|
|
(35.2
|
)
|
|
(42.1
|
)
|
|
—
|
|
|
(81.4
|
)
|
|||||
Equity income (loss) in subsidiaries
|
391.9
|
|
|
(582.7
|
)
|
|
393.6
|
|
|
(202.8
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
510.9
|
|
|
—
|
|
|
—
|
|
|
510.9
|
|
|||||
Operating income (loss)
|
294.8
|
|
|
459.7
|
|
|
315.7
|
|
|
(202.8
|
)
|
|
867.4
|
|
|||||
Interest income (expense), net
|
(107.7
|
)
|
|
312.8
|
|
|
(390.1
|
)
|
|
—
|
|
|
(185.0
|
)
|
|||||
Other income (expense), net
|
30.1
|
|
|
(39.9
|
)
|
|
(80.5
|
)
|
|
—
|
|
|
(90.3
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
217.2
|
|
|
732.6
|
|
|
(154.9
|
)
|
|
(202.8
|
)
|
|
592.1
|
|
|||||
Income tax benefit (expense)
|
225.8
|
|
|
(345.8
|
)
|
|
(34.5
|
)
|
|
—
|
|
|
(154.5
|
)
|
|||||
Net income (loss) from continuing operations
|
443.0
|
|
|
386.8
|
|
|
(189.4
|
)
|
|
(202.8
|
)
|
|
437.6
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||||
Net income (loss) including noncontrolling interests
|
443.0
|
|
|
386.8
|
|
|
(187.9
|
)
|
|
(202.8
|
)
|
|
439.1
|
|
|||||
Add back (less): Loss (net income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Net income (loss) attributable to MCBC
|
$
|
443.0
|
|
|
$
|
386.8
|
|
|
$
|
(184.0
|
)
|
|
$
|
(202.8
|
)
|
|
$
|
443.0
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
598.3
|
|
|
$
|
529.8
|
|
|
$
|
(167.7
|
)
|
|
$
|
(362.1
|
)
|
|
$
|
598.3
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
28.2
|
|
|
$
|
5,061.3
|
|
|
$
|
276.4
|
|
|
$
|
(196.0
|
)
|
|
$
|
5,169.9
|
|
Excise taxes
|
—
|
|
|
(1,603.3
|
)
|
|
(50.9
|
)
|
|
—
|
|
|
(1,654.2
|
)
|
|||||
Net sales
|
28.2
|
|
|
3,458.0
|
|
|
225.5
|
|
|
(196.0
|
)
|
|
3,515.7
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,947.9
|
)
|
|
(266.0
|
)
|
|
164.8
|
|
|
(2,049.1
|
)
|
|||||
Gross profit
|
28.2
|
|
|
1,510.1
|
|
|
(40.5
|
)
|
|
(31.2
|
)
|
|
1,466.6
|
|
|||||
Marketing, general and administrative expenses
|
(119.3
|
)
|
|
(852.7
|
)
|
|
(78.2
|
)
|
|
31.2
|
|
|
(1,019.0
|
)
|
|||||
Special items, net
|
(0.8
|
)
|
|
(11.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(12.3
|
)
|
|||||
Equity income (loss) in subsidiaries
|
736.5
|
|
|
(426.1
|
)
|
|
446.6
|
|
|
(757.0
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
457.9
|
|
|
—
|
|
|
—
|
|
|
457.9
|
|
|||||
Operating income (loss)
|
644.6
|
|
|
678.0
|
|
|
327.6
|
|
|
(757.0
|
)
|
|
893.2
|
|
|||||
Interest income (expense), net
|
(28.8
|
)
|
|
275.9
|
|
|
(355.1
|
)
|
|
—
|
|
|
(108.0
|
)
|
|||||
Other income (expense), net
|
(10.6
|
)
|
|
(2.4
|
)
|
|
2.0
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
605.2
|
|
|
951.5
|
|
|
(25.5
|
)
|
|
(757.0
|
)
|
|
774.2
|
|
|||||
Income tax benefit (expense)
|
71.1
|
|
|
(213.2
|
)
|
|
42.7
|
|
|
—
|
|
|
(99.4
|
)
|
|||||
Net income (loss) from continuing operations
|
676.3
|
|
|
738.3
|
|
|
17.2
|
|
|
(757.0
|
)
|
|
674.8
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||||
Net income (loss) including noncontrolling interests
|
676.3
|
|
|
738.3
|
|
|
19.5
|
|
|
(757.0
|
)
|
|
677.1
|
|
|||||
Add back (less): Loss (net income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
676.3
|
|
|
$
|
738.3
|
|
|
$
|
18.7
|
|
|
$
|
(757.0
|
)
|
|
$
|
676.3
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
375.5
|
|
|
$
|
455.7
|
|
|
$
|
(145.0
|
)
|
|
$
|
(310.7
|
)
|
|
$
|
375.5
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
90.6
|
|
|
$
|
248.7
|
|
|
$
|
103.0
|
|
|
$
|
—
|
|
|
$
|
442.3
|
|
Accounts receivable, net
|
0.7
|
|
|
466.3
|
|
|
136.6
|
|
|
—
|
|
|
603.6
|
|
|||||
Other receivables, net
|
48.0
|
|
|
56.5
|
|
|
19.9
|
|
|
—
|
|
|
124.4
|
|
|||||
Total inventories, net
|
—
|
|
|
166.8
|
|
|
38.5
|
|
|
—
|
|
|
205.3
|
|
|||||
Other assets, net
|
8.4
|
|
|
60.1
|
|
|
43.2
|
|
|
—
|
|
|
111.7
|
|
|||||
Deferred tax assets
|
—
|
|
|
—
|
|
|
53.3
|
|
|
(2.9
|
)
|
|
50.4
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
3,186.8
|
|
|
196.5
|
|
|
(3,383.3
|
)
|
|
—
|
|
|||||
Total current assets
|
147.7
|
|
|
4,185.2
|
|
|
591.0
|
|
|
(3,386.2
|
)
|
|
1,537.7
|
|
|||||
Properties, net
|
31.0
|
|
|
1,282.8
|
|
|
656.3
|
|
|
—
|
|
|
1,970.1
|
|
|||||
Goodwill
|
—
|
|
|
1,161.8
|
|
|
1,256.9
|
|
|
—
|
|
|
2,418.7
|
|
|||||
Other intangibles, net
|
—
|
|
|
4,292.3
|
|
|
2,532.8
|
|
|
—
|
|
|
6,825.1
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,506.5
|
|
|
—
|
|
|
—
|
|
|
2,506.5
|
|
|||||
Net investment in and advances to subsidiaries
|
12,860.9
|
|
|
3,303.7
|
|
|
6,654.9
|
|
|
(22,819.5
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
28.8
|
|
|
3.1
|
|
|
1.0
|
|
|
5.4
|
|
|
38.3
|
|
|||||
Other assets, net
|
35.5
|
|
|
175.0
|
|
|
73.2
|
|
|
—
|
|
|
283.7
|
|
|||||
Total assets
|
$
|
13,103.9
|
|
|
$
|
16,910.4
|
|
|
$
|
11,766.1
|
|
|
$
|
(26,200.3
|
)
|
|
$
|
15,580.1
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
52.2
|
|
|
$
|
925.4
|
|
|
$
|
358.8
|
|
|
$
|
—
|
|
|
$
|
1,336.4
|
|
Derivative hedging instruments
|
—
|
|
|
73.2
|
|
|
0.7
|
|
|
—
|
|
|
73.9
|
|
|||||
Deferred tax liability
|
8.8
|
|
|
132.2
|
|
|
—
|
|
|
(2.9
|
)
|
|
138.1
|
|
|||||
Current portion of long-term debt and short-term borrowings
|
379.7
|
|
|
61.8
|
|
|
145.4
|
|
|
—
|
|
|
586.9
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|||||
Intercompany accounts payable
|
2,120.7
|
|
|
228.3
|
|
|
1,034.3
|
|
|
(3,383.3
|
)
|
|
—
|
|
|||||
Total current liabilities
|
2,561.4
|
|
|
1,420.9
|
|
|
1,546.0
|
|
|
(3,386.2
|
)
|
|
2,142.1
|
|
|||||
Long-term debt
|
1,896.2
|
|
|
1,316.6
|
|
|
0.2
|
|
|
—
|
|
|
3,213.0
|
|
|||||
Pension and postretirement benefits
|
2.6
|
|
|
453.3
|
|
|
6.7
|
|
|
—
|
|
|
462.6
|
|
|||||
Derivative hedging instruments
|
—
|
|
|
1.6
|
|
|
1.4
|
|
|
—
|
|
|
3.0
|
|
|||||
Deferred tax liability
|
—
|
|
|
—
|
|
|
906.0
|
|
|
5.4
|
|
|
911.4
|
|
|||||
Other liabilities, net
|
8.0
|
|
|
20.8
|
|
|
138.1
|
|
|
—
|
|
|
166.9
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,693.9
|
|
|
6,138.9
|
|
|
(7,832.8
|
)
|
|
—
|
|
|||||
Total liabilities
|
4,468.2
|
|
|
4,907.1
|
|
|
8,754.6
|
|
|
(11,213.6
|
)
|
|
6,916.3
|
|
|||||
MCBC stockholders' equity
|
8,638.9
|
|
|
18,332.5
|
|
|
4,487.0
|
|
|
(22,819.5
|
)
|
|
8,638.9
|
|
|||||
Intercompany notes receivable
|
(3.2
|
)
|
|
(6,329.2
|
)
|
|
(1,500.4
|
)
|
|
7,832.8
|
|
|
—
|
|
|||||
Total stockholders' equity
|
8,635.7
|
|
|
12,003.3
|
|
|
2,986.6
|
|
|
(14,986.7
|
)
|
|
8,638.9
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
24.9
|
|
|
—
|
|
|
24.9
|
|
|||||
Total equity
|
8,635.7
|
|
|
12,003.3
|
|
|
3,011.5
|
|
|
(14,986.7
|
)
|
|
8,663.8
|
|
|||||
Total liabilities and equity
|
$
|
13,103.9
|
|
|
$
|
16,910.4
|
|
|
$
|
11,766.1
|
|
|
$
|
(26,200.3
|
)
|
|
$
|
15,580.1
|
|
|
Parent
Guarantor 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, net
|
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 postretirement 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 and
2013 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
660.9
|
|
|
$
|
579.2
|
|
|
$
|
297.3
|
|
|
$
|
(369.2
|
)
|
|
$
|
1,168.2
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(11.7
|
)
|
|
(154.0
|
)
|
|
(128.2
|
)
|
|
—
|
|
|
(293.9
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
45.7
|
|
|
7.9
|
|
|
—
|
|
|
53.6
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,186.5
|
)
|
|
—
|
|
|
—
|
|
|
(1,186.5
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,146.0
|
|
|
—
|
|
|
—
|
|
|
1,146.0
|
|
|||||
Loan repayments
|
—
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|||||
Loan advances
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|||||
Net intercompany investing activity
|
(446.4
|
)
|
|
(59.3
|
)
|
|
(70.5
|
)
|
|
576.2
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(458.1
|
)
|
|
(204.3
|
)
|
|
(190.8
|
)
|
|
576.2
|
|
|
(277.0
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
88.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88.8
|
|
|||||
Excess tax benefits from share-based compensation
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|||||
Dividends paid
|
(206.5
|
)
|
|
(142.8
|
)
|
|
(254.5
|
)
|
|
369.2
|
|
|
(234.6
|
)
|
|||||
Dividends paid to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||||
Payments for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Debt issuance costs
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Payments on long-term debt and capital lease obligations
|
(578.0
|
)
|
|
(615.1
|
)
|
|
(123.9
|
)
|
|
—
|
|
|
(1,317.0
|
)
|
|||||
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
|||||
Payments on short-term borrowings
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
|
(15.2
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
379.6
|
|
|
—
|
|
|
127.8
|
|
|
—
|
|
|
507.4
|
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(119.4
|
)
|
|
—
|
|
|
—
|
|
|
(119.4
|
)
|
|||||
Proceeds from settlement of derivative instruments
|
6.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|||||
Change in overdraft balances and other
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
516.9
|
|
|
59.3
|
|
|
(576.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(302.0
|
)
|
|
(360.4
|
)
|
|
(189.8
|
)
|
|
(207.0
|
)
|
|
(1,059.2
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(99.2
|
)
|
|
14.5
|
|
|
(83.3
|
)
|
|
—
|
|
|
(168.0
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(15.1
|
)
|
|
1.4
|
|
|
—
|
|
|
(13.7
|
)
|
|||||
Balance at beginning of year
|
189.8
|
|
|
249.3
|
|
|
184.9
|
|
|
—
|
|
|
624.0
|
|
|||||
Balance at end of period
|
$
|
90.6
|
|
|
$
|
248.7
|
|
|
$
|
103.0
|
|
|
$
|
—
|
|
|
$
|
442.3
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
757.6
|
|
|
$
|
1,241.6
|
|
|
$
|
(380.1
|
)
|
|
$
|
(635.4
|
)
|
|
$
|
983.7
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(6.7
|
)
|
|
(162.8
|
)
|
|
(52.8
|
)
|
|
—
|
|
|
(222.3
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
7.9
|
|
|
7.8
|
|
|
—
|
|
|
15.7
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(2,258.3
|
)
|
|
—
|
|
|
(2,258.3
|
)
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,008.8
|
)
|
|
—
|
|
|
—
|
|
|
(1,008.8
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
942.4
|
|
|
—
|
|
|
—
|
|
|
942.4
|
|
|||||
Payment on discontinued operations
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||||
Loan repayments
|
—
|
|
|
22.9
|
|
|
—
|
|
|
—
|
|
|
22.9
|
|
|||||
Loan advances
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|||||
Proceeds from settlements of derivative instruments
|
—
|
|
|
(110.6
|
)
|
|
—
|
|
|
—
|
|
|
(110.6
|
)
|
|||||
Net intercompany investing activity
|
(2,853.9
|
)
|
|
(2,621.5
|
)
|
|
—
|
|
|
5,475.4
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(2,860.6
|
)
|
|
(2,939.8
|
)
|
|
(2,310.1
|
)
|
|
5,475.4
|
|
|
(2,635.1
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
34.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
|||||
Excess tax benefits from share-based compensation
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||
Payments for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
|
—
|
|
|
(27.9
|
)
|
|||||
Dividends paid
|
(203.5
|
)
|
|
(628.6
|
)
|
|
(35.5
|
)
|
|
635.4
|
|
|
(232.2
|
)
|
|||||
Dividends paid to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
|||||
Debt issuance costs
|
(39.2
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(40.3
|
)
|
|||||
Proceeds from issuance of long-term debt
|
2,045.4
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|
2,195.4
|
|
|||||
Payments on long-term debt and capital lease obligations
|
(150.0
|
)
|
|
(44.8
|
)
|
|
(31.9
|
)
|
|
—
|
|
|
(226.7
|
)
|
|||||
Payments on debt assumed in Acquisition
|
—
|
|
|
—
|
|
|
(424.3
|
)
|
|
—
|
|
|
(424.3
|
)
|
|||||
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
16.0
|
|
|||||
Payments on short-term borrowings
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
|
—
|
|
|
(17.2
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
7.8
|
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|||||
Change in overdraft balances and other
|
—
|
|
|
—
|
|
|
(105.0
|
)
|
|
—
|
|
|
(105.0
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
2,193.1
|
|
|
3,282.3
|
|
|
(5,475.4
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
1,691.7
|
|
|
1,511.5
|
|
|
2,808.2
|
|
|
(4,840.0
|
)
|
|
1,171.4
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(411.3
|
)
|
|
(186.7
|
)
|
|
118.0
|
|
|
—
|
|
|
(480.0
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
13.5
|
|
|
11.6
|
|
|
—
|
|
|
25.1
|
|
|||||
Balance at beginning of year
|
601.1
|
|
|
422.5
|
|
|
55.3
|
|
|
—
|
|
|
1,078.9
|
|
|||||
Balance at end of period
|
$
|
189.8
|
|
|
$
|
249.3
|
|
|
$
|
184.9
|
|
|
$
|
—
|
|
|
$
|
624.0
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
253.1
|
|
|
$
|
156.6
|
|
|
$
|
1,761.8
|
|
|
$
|
(1,303.4
|
)
|
|
$
|
868.1
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(3.7
|
)
|
|
(207.2
|
)
|
|
(24.5
|
)
|
|
—
|
|
|
(235.4
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(30.7
|
)
|
|
(10.6
|
)
|
|
—
|
|
|
(41.3
|
)
|
|||||
Change in restricted cash balances
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(800.1
|
)
|
|
—
|
|
|
—
|
|
|
(800.1
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
782.7
|
|
|
—
|
|
|
—
|
|
|
782.7
|
|
|||||
Investment in and advances to an unconsolidated affiliate
|
—
|
|
|
(93.9
|
)
|
|
10.7
|
|
|
—
|
|
|
(83.2
|
)
|
|||||
Loan repayments
|
—
|
|
|
22.4
|
|
|
—
|
|
|
—
|
|
|
22.4
|
|
|||||
Loan advances
|
—
|
|
|
(9.9
|
)
|
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
|||||
Proceeds from settlements of derivative instruments
|
15.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|||||
Net intercompany investing activity
|
15.4
|
|
|
(800.7
|
)
|
|
(2,004.5
|
)
|
|
2,789.8
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
27.1
|
|
|
(1,132.8
|
)
|
|
(2,022.2
|
)
|
|
2,789.8
|
|
|
(338.1
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
11.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|||||
Excess tax benefits from share-based compensation
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
Payments for purchase of treasury stock
|
(321.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(321.1
|
)
|
|||||
Dividends paid
|
(201.4
|
)
|
|
(1,192.9
|
)
|
|
(137.2
|
)
|
|
1,303.4
|
|
|
(228.1
|
)
|
|||||
Dividends paid to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Debt issuance costs
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Payments on long term-debt and capital lease obligations
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Proceeds from short-term borrowings
|
—
|
|
|
11.9
|
|
|
(5.1
|
)
|
|
—
|
|
|
6.8
|
|
|||||
Payments on short-term borrowings
|
—
|
|
|
(3.0
|
)
|
|
(15.3
|
)
|
|
—
|
|
|
(18.3
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(104.5
|
)
|
|
—
|
|
|
—
|
|
|
(104.5
|
)
|
|||||
Change in overdraft balances and other
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
2,364.0
|
|
|
425.8
|
|
|
(2,789.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(511.1
|
)
|
|
1,066.5
|
|
|
265.9
|
|
|
(1,486.4
|
)
|
|
(665.1
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(230.9
|
)
|
|
90.3
|
|
|
5.5
|
|
|
—
|
|
|
(135.1
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(17.3
|
)
|
|
13.7
|
|
|
—
|
|
|
(3.6
|
)
|
|||||
Balance at beginning of year
|
832.0
|
|
|
349.5
|
|
|
36.1
|
|
|
—
|
|
|
1,217.6
|
|
|||||
Balance at end of period
|
$
|
601.1
|
|
|
$
|
422.5
|
|
|
$
|
55.3
|
|
|
$
|
—
|
|
|
$
|
1,078.9
|
|
2013
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Sales
|
$
|
1,184.8
|
|
|
$
|
1,659.7
|
|
|
$
|
1,665.4
|
|
|
$
|
1,489.7
|
|
|
$
|
5,999.6
|
|
Excise taxes
|
(356.3
|
)
|
|
(481.7
|
)
|
|
(494.2
|
)
|
|
(461.3
|
)
|
|
(1,793.5
|
)
|
|||||
Net sales
|
828.5
|
|
|
1,178.0
|
|
|
1,171.2
|
|
|
1,028.4
|
|
|
4,206.1
|
|
|||||
Cost of goods sold
|
(547.1
|
)
|
|
(684.1
|
)
|
|
(670.0
|
)
|
|
(644.4
|
)
|
|
(2,545.6
|
)
|
|||||
Gross profit
|
$
|
281.4
|
|
|
$
|
493.9
|
|
|
$
|
501.2
|
|
|
$
|
384.0
|
|
|
$
|
1,660.5
|
|
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
36.5
|
|
|
$
|
276.7
|
|
|
$
|
120.9
|
|
|
$
|
131.2
|
|
|
$
|
565.3
|
|
Income (loss) from discontinued operations, net of tax
|
(0.9
|
)
|
|
1.7
|
|
|
0.9
|
|
|
0.3
|
|
|
2.0
|
|
|||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
35.6
|
|
|
$
|
278.4
|
|
|
$
|
121.8
|
|
|
$
|
131.5
|
|
|
$
|
567.3
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.20
|
|
|
$
|
1.51
|
|
|
$
|
0.65
|
|
|
$
|
0.72
|
|
|
$
|
3.09
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.20
|
|
|
$
|
1.52
|
|
|
$
|
0.66
|
|
|
$
|
0.72
|
|
|
$
|
3.10
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.20
|
|
|
$
|
1.50
|
|
|
$
|
0.65
|
|
|
$
|
0.71
|
|
|
$
|
3.07
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.20
|
|
|
$
|
1.51
|
|
|
$
|
0.66
|
|
|
$
|
0.71
|
|
|
$
|
3.08
|
|
2012
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Sales
|
$
|
1,008.1
|
|
|
$
|
1,440.9
|
|
|
$
|
1,685.8
|
|
|
$
|
1,480.2
|
|
|
$
|
5,615.0
|
|
Excise taxes
|
(316.7
|
)
|
|
(441.5
|
)
|
|
(490.3
|
)
|
|
(450.0
|
)
|
|
(1,698.5
|
)
|
|||||
Net sales
|
691.4
|
|
|
999.4
|
|
|
1,195.5
|
|
|
1,030.2
|
|
|
3,916.5
|
|
|||||
Cost of goods sold
|
(438.8
|
)
|
|
(580.1
|
)
|
|
(687.0
|
)
|
|
(646.6
|
)
|
|
(2,352.5
|
)
|
|||||
Gross profit
|
$
|
252.6
|
|
|
$
|
419.3
|
|
|
$
|
508.5
|
|
|
$
|
383.6
|
|
|
$
|
1,564.0
|
|
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
79.4
|
|
|
$
|
104.3
|
|
|
$
|
197.7
|
|
|
$
|
60.1
|
|
|
$
|
441.5
|
|
Income (loss) from discontinued operations, net of tax
|
0.1
|
|
|
0.8
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
1.5
|
|
|||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
79.5
|
|
|
$
|
105.1
|
|
|
$
|
198.4
|
|
|
$
|
60.0
|
|
|
$
|
443.0
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.44
|
|
|
$
|
0.58
|
|
|
$
|
1.09
|
|
|
$
|
0.33
|
|
|
$
|
2.44
|
|
From discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.44
|
|
|
$
|
0.58
|
|
|
$
|
1.09
|
|
|
$
|
0.33
|
|
|
$
|
2.45
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.44
|
|
|
$
|
0.57
|
|
|
$
|
1.09
|
|
|
$
|
0.33
|
|
|
$
|
2.43
|
|
From discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.44
|
|
|
$
|
0.57
|
|
|
$
|
1.09
|
|
|
$
|
0.33
|
|
|
$
|
2.44
|
|
(1)
|
The sum of the quarterly net income per share amounts may not agree to the full year net income per share amounts. We calculate net income per share based on the weighted average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
|
|
A
|
|
B
|
|
C
|
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)
|
Equity compensation plans approved by security holders(1)
|
4,609,856
|
|
$43.41
|
|
7,946,411
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
|
—
|
Total
|
4,609,856
|
|
$43.41
|
|
7,946,411
|
(1)
|
Under the Plans, we may issue stock options, restricted stock units ("RSUs"), deferred stock units ("DSUs"), performance units ("PUs"), and performance share units ("PSUs"). Amount in column A includes
864,170
RSUs and DSUs,
52,041
PUs (as if converted to shares as of December 31, 2013),
204,515
PSUs (assuming the target award is met) and
3,489,130
options, respectively, outstanding as of
December 31, 2013
. See Part II—Item 8 Financial
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits
|
(1)
|
Management's Report
|
(2)
|
Schedule II—Valuation and Qualifying Accounts for the three years ended
December 31, 2013
,
December 29, 2012
, and
December 31, 2011
|
(3)
|
Exhibit list
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
2.1
|
|
|
Agreement, dated as of April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors Holdco - 2 Inc. and Starbev L.P.
|
|
8-K
|
|
2.1
|
|
April 3, 2012
|
|
|
2.2
|
|
|
Amendment and Novation Agreement, dated as of June 14, 2012, by and between Molson Coors Holdco 2 LLC, Molson Coors Netherlands B.V., Molson Coors Brewing Company, Starbev L.P. and the other individuals thereto.
|
|
8-K
|
|
10.4
|
|
June 18, 2012
|
|
|
2.3
|
|
|
Management Warranty Deed, dated as of April 3, 2012, by and among the management warrantors named therein, Starbev L.P. and Molson Coors Holdco - 2 Inc.
|
|
8-K
|
|
2.2
|
|
April 3, 2012
|
|
|
3.1.1
|
|
|
Restated Certificate of Incorporation of Molson Coors Brewing Company.
|
|
Schedule 14A
|
|
Annex G
|
|
December 9, 2004
|
|
|
3.1.2
|
|
|
Amendment No.1 to Restated Certificate of Incorporation of Molson Coors Brewing Company.
|
|
10-Q
|
|
3.1
|
|
August 6, 2013
|
|
|
3.2
|
|
|
Third Amended and Restated Bylaws of Molson Coors Brewing Company.
|
|
10-Q
|
|
3.1
|
|
August 4, 2009
|
|
|
4.1.1
|
|
|
Indenture, dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and TD Banknorth, National Association and the Canada Trust Company as co-trustees.
|
|
S-4
|
|
4.1
|
|
October 19, 2005
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.1.2
|
|
|
First Supplemental Indenture, dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and TD Banknorth, National Association as trustee.
|
|
S-4
|
|
4.2
|
|
October 19, 2005
|
|
|
4.1.3
|
|
|
Second Supplemental Indenture, dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and The Canada Trust Company as trustee.
|
|
S-4
|
|
4.3
|
|
October 19, 2005
|
|
|
4.1.4
|
|
|
Third Supplemental Indenture, dated as of April 10, 2007, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and The Canada Trust Company as trustee.
|
|
10-Q
|
|
4.2
|
|
August 7, 2007
|
|
|
4.1.5
|
|
|
Fourth Supplemental Indenture, dated as of February 1, 2008, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and The Canada Trust Company as trustee.
|
|
10-K
|
|
4.1
|
|
February 22, 2008
|
|
|
4.1.6
|
|
|
Fifth Supplemental Indenture, dated as of May 23, 2008, to the Indenture dated September 22, 2005, among Molson Coors Capital Finance ULC, the guarantors named therein, Bank of New York Trust Company, as trustee, and Computershare Trust Company of Canada, as Canadian trustee.
|
|
10-Q
|
|
4.4
|
|
August 6, 2008
|
|
|
4.1.7
|
|
|
Sixth Supplemental Indenture, dated as of June 27, 2008, to the Indenture dated September 22, 2005, among Molson Coors Capital Finance ULC, the guarantors named therein, Bank of New York Trust Company, as trustee, and Computershare Trust Company of Canada, as Canadian trustee.
|
|
10-Q
|
|
4.5
|
|
August 6, 2008
|
|
|
4.1.8
|
|
|
Seventh Supplemental Indenture, dated as of June 30, 2008, to the Indenture dated September 22, 2005, among Molson Coors Capital Finance ULC, the guarantors named therein, Bank of New York Trust Company, as trustee, and Computershare Trust Company of Canada, as Canadian trustee.
|
|
10-Q
|
|
4.6
|
|
August 6, 2008
|
|
|
4.1.9
|
|
|
Eighth Supplemental Indenture, dated as of December 25, 2010, to the Indenture dated September 22, 2005, among Molson Coors Capital Finance ULC, the guarantors named therein, and Computershare Trust Company of Canada, as Canadian trustee.
|
|
10-K
|
|
4.3.9
|
|
February 27, 2012
|
|
|
4.1.10
|
|
|
Ninth Supplemental Indenture, dated as of March 8, 2011, to the Indenture dated September 22, 2005, among Molson Coors Capital Finance ULC, the guarantors named therein, and Computershare Trust Company of Canada, as Canadian trustee.
|
|
10-K
|
|
4.3.10
|
|
February 27, 2012
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.1.11
|
|
|
Tenth Supplemental Indenture, dated as of November 11, 2011, to the Indenture dated September 22, 2005, among Molson Coors Capital Finance ULC, the guarantors named therein, and Computershare Trust Company of Canada, as Canadian trustee.
|
|
10-K
|
|
4.3.11
|
|
February 27, 2012
|
|
|
4.1.12
|
|
|
Twelfth Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated September 22, 2005, among Molson Coors Capital Finance ULC, the guarantors named therein, and Computershare Trust Company of Canada, as Canadian trustee.
|
|
10-Q
|
|
4.5
|
|
August 8, 2012
|
|
|
4.2.1
|
|
|
Indenture, dated as of June 15, 2007, among Molson Coors Brewing Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee.
|
|
8-K
|
|
4.1
|
|
June 21, 2007
|
|
|
4.2.2
|
|
|
First Supplemental Indenture, dated as of June 15, 2007, among Molson Coors Brewing Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee.
|
|
8-K
|
|
4.2
|
|
June 21, 2007
|
|
|
4.2.3
|
|
|
Second Supplemental Indenture, dated as of January 31, 2008, among Molson Coors Brewing Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee.
|
|
10-K
|
|
4.2
|
|
February 22, 2008
|
|
|
4.2.4
|
|
|
Third Supplemental Indenture, dated as of February 1, 2008, among Molson Coors Brewing Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee.
|
|
10-K
|
|
4.2
|
|
February 22, 2008
|
|
|
4.2.5
|
|
|
Fourth Supplemental Indenture, dated as of May 23, 2008, to the Indenture dated June 15, 2007, among Molson Coors Brewing Company, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.7
|
|
August 6, 2008
|
|
|
4.2.6
|
|
|
Fifth Supplemental Indenture, dated as of June 27, 2008, to the Indenture dated June 15, 2007, among Molson Coors Brewing Company, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.8
|
|
August 6, 2008
|
|
|
4.2.7
|
|
|
Sixth Supplemental Indenture, dated as of June 30, 2008, to the Indenture dated June 15, 2007, among Molson Coors Brewing Company, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.9
|
|
August 6, 2008
|
|
|
4.2.8
|
|
|
Seventh Supplemental Indenture, dated as of December 25, 2010, to the Indenture dated June 15, 2007, among Molson Coors Brewing Company, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-K
|
|
4.6.8
|
|
February 27, 2012
|
|
|
4.2.9
|
|
|
Eighth Supplemental Indenture, dated as of March 8, 2011, to the Indenture dated June 15, 2007, among Molson Coors Brewing Company, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-K
|
|
4.6.9
|
|
February 27, 2012
|
|
|
4.2.10
|
|
|
Ninth Supplemental Indenture, dated as of November 11, 2011, to the Indenture dated June 15, 2007, among Molson Coors Brewing Company, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-K
|
|
4.6.10
|
|
February 27, 2012
|
|
|
4.2.11
|
|
|
Eleventh Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated June 15, 2007, among Molson Coors Brewing Company, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.6
|
|
August 8, 2012
|
|
|
4.3.1
|
|
|
Indenture, dated as of October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-K
|
|
10.38.1
|
|
February 22, 2011
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.3.2
|
|
|
First Supplemental Indenture, dated as of October 6, 2010, to the Indenture dated October 6, 2012, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-K
|
|
10.38.2
|
|
February 22, 2011
|
|
|
4.3.3
|
|
|
Second Supplemental Indenture, dated as of December 25, 2010, to the Indenture dated October 6, 2010, among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-Q
|
|
4.1.1
|
|
August 3, 2011
|
|
|
4.3.4
|
|
|
Third Supplemental Indenture, dated as of March 8, 2011, to the Indenture dated October 6, 2010, among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-Q
|
|
4.1.2
|
|
August 3, 2011
|
|
|
4.3.5
|
|
|
Fourth Supplemental Indenture, dated as of November 11, 2011, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-K
|
|
4.7.5
|
|
February 27, 2012
|
|
|
4.3.6
|
|
|
Sixth Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-Q
|
|
4.7
|
|
August 8, 2012
|
|
|
4.4.1
|
|
|
Indenture, dated as of May 3, 2012, by and among the Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
4.1
|
|
May 3, 2012
|
|
|
4.4.2
|
|
|
First Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated May 3, 2012, by and among the Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
4.4.3
|
|
|
Second Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated May 3, 2012, by and among the Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.8
|
|
August 8, 2012
|
|
|
4.5
|
|
|
Registration Rights Agreement, dated as of February 9, 2005, among Adolph Coors Company, Pentland Securities (1981) Inc., 4280661 Canada Inc., Nooya Investments Ltd., Lincolnshire Holdings Limited, 4198832 Canada Inc., BAX Investments Limited, 6339522 Canada Inc., Barleycorn Investments Ltd., DJS Holdings Ltd., 6339549 Canada Inc., Hoopoe Holdings Ltd., 6339603 Canada Inc., and The Adolph Coors, Jr. Trust dated September 12, 1969.
|
|
8-K
|
|
99.2
|
|
February 15, 2005
|
|
|
4.6
|
|
|
Registration Rights Agreement, dated as of June 15, 2012, among Molson Coors Brewing Company, Molson Coors Holdco Inc. and Starbev L.P.
|
|
8-K
|
|
10.2
|
|
June 18, 2012
|
|
|
4.7
|
|
|
CAD 900,000,000 in aggregate principal amount of 5.00% Notes due 2015.
|
|
10-Q
|
|
4.5
|
|
November 4, 2005
|
|
|
4.10
|
|
|
€500,000,000 Zero-Coupon Senior Unsecured Convertible Bond due 2013.
|
|
8-K
|
|
10.1
|
|
June 18, 2012
|
|
|
10.1
|
*
|
|
Adolph Coors Company 1990 Equity Incentive Plan effective August 14, 2003, As Corrected and Conformed June 30, 2004.
|
|
10-Q
|
|
10.1
|
|
August 6, 2004
|
|
|
10.2
|
*
|
|
Adolph Coors Company Equity Compensation Plan for Non-Employee Directors, Amended and Restated effective November 13, 2003, As Corrected and Conformed June 30, 2004.
|
|
10-Q
|
|
10.3
|
|
August 6, 2004
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.3
|
*
|
|
Adolph Coors Company Deferred Compensation Plan, as Amended and Restated effective January 1, 2002, as Corrected and Conformed June 30, 2004.
|
|
10-Q
|
|
10.2
|
|
August 6, 2004
|
|
|
10.4
|
*
|
|
2009 Long-Term Incentive Performance Unit Plan (under the Molson Coors Brewing Company Incentive Compensation Plan).
|
|
10-K
|
|
10.6
|
|
February 19, 2010
|
|
|
10.5
|
*
|
|
Molson Inc. 1988 Canadian Stock Option Plan, as revised.
|
|
S-8
|
|
4.3
|
|
February 8, 2005
|
|
|
10.6
|
*
|
|
Amended and Restated Directors' Stock Plan effective May 31, 2012.
|
|
10-Q
|
|
10.7
|
|
August 8, 2012
|
|
|
10.7.1
|
*
|
|
Molson Coors Brewing Company Incentive Compensation Plan - Amended and Restated effective June 2, 2010.
|
|
Schedule 14A
|
|
Appendix B
|
|
April 20, 2010
|
|
|
10.7.2
|
*
|
|
Amendment No. 1 to Molson Coors Brewing Company Incentive Compensation Plan.
|
|
8-K
|
|
10.1
|
|
June 4, 2012
|
|
|
10.7.3
|
*
|
|
Form of Performance Share Grant Agreement granted pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-Q
|
|
10.4
|
|
August 4, 2006
|
|
|
10.7.4
|
*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-Q
|
|
10.5
|
|
August 4, 2006
|
|
|
10.7.5
|
*
|
|
Form of Employee RSU Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-Q
|
|
10.3
|
|
November 7, 2008
|
|
|
10.7.6
|
*
|
|
Form of Performance Share Plan Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-Q
|
|
10.4
|
|
November 7, 2008
|
|
|
10.7.7
|
*
|
|
Form of Director RSU Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-Q
|
|
10.6
|
|
November 7, 2008
|
|
|
10.8
|
*
|
|
Form of Executive Continuity and Protection Program Letter Agreement.
|
|
10-Q
|
|
10.7
|
|
May 11, 2005
|
|
|
10.9
|
*
|
|
Molson Coors Brewing Company Amended and Restated Change in Control Protection Program effective January 1, 2008.
|
|
10-Q
|
|
10.8
|
|
August 8, 2012
|
|
|
10.22.1
|
*
|
|
Employment Agreement between Molson Coors Brewing Company and Peter Swinburn dated April 22, 2008.
|
|
10-Q
|
|
10.1
|
|
May 7, 2008
|
|
|
10.22.2
|
*
|
|
Employment Agreement by and among Molson Coors Brewing Company and Peter Swinburn effective July 1, 2008.
|
|
10-Q
|
|
10.1
|
|
November 7, 2008
|
|
|
10.23
|
*
|
|
Offer Letter to Stewart Glendinning regarding assignment as President and Chief Executive Officer of Molson Coors Canada
|
|
|
|
|
|
|
|
X
|
10.24.1
|
*
|
|
Employment Agreement between Molson Coors Brewing Company and Peter H. Coors dated January 1, 2009.
|
|
10-Q
|
|
10.2
|
|
May 6, 2009
|
|
|
10.24.2
|
*
|
|
First Amendment to Employment Agreement of Peter H. Coors
|
|
|
|
|
|
|
|
X
|
10.25
|
*
|
|
Letter Agreement between Coors Brewing Company, Molson Coors Brewing Company and Peter H. Coors amending (1) the Amended Salary Continuation Agreement between Coors Brewing Company and Peter H. Coors dated July 1, 1991 (as subsequently amended), and (2) the Molson Coors Brewing Excess Benefit Plan, as restated effective June 30, 2008 (as subsequently amended), effective January 1, 2009.
|
|
10-Q
|
|
10.1
|
|
May 6, 2009
|
|
|
10.26
|
*
|
|
Employment Agreement between Molson Coors Brewing Company and Gavin Hattersley dated May 10, 2012.
|
|
10-Q
|
|
10.13
|
|
August 8, 2012
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.27.1
|
|
|
Credit Agreement dated, as of April 12, 2011, among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors International LP; the Lenders party hereto; Deutsche Bank AG New York Branch, as Administrative Agent and Issuing Bank; and Deutsche Bank Ag, as Canadian Administrative Agent; and Bank of Montreal and The Toronto‑Dominion Bank as Issuing Bank.
|
|
10-Q
|
|
10.1
|
|
August 3, 2011
|
|
|
10.27.2
|
|
|
Amendment No. 1, dated as of April 23, 2012, to the Credit Agreement dated April 12, 2011, among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, the Lenders that are signatories to the Amendment, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
10-K
|
|
10.27.2
|
|
February 22, 2013
|
|
|
10.27.3
|
|
|
Amendment No. 2, dated as of June 29, 2012, to the Credit Agreement dated April 12, 2011, among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, the Lenders that are signatories to the Amendment, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
10-Q
|
|
10.9
|
|
August 8, 2012
|
|
|
10.28
|
|
|
Subsidiary Guarantee Agreement, dated as of April 12, 2011, among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, each subsidiary of the Company listed on Schedule I hereto and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
10-Q
|
|
10.2
|
|
August 3, 2011
|
|
|
10.29.1
|
|
|
Term Loan Agreement, dated as of April 3, 2012, by and among Molson Coors Brewing Company, the Lenders party thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
8-K
|
|
10.1
|
|
April 3, 2012
|
|
|
10.29.2
|
|
|
Amendment No. 1, dated as of April 23, 2012, to the Term Loan Agreement dated April 3, 2012, by and among Molson Coors Brewing Company, the Lenders that are signatories to the Amendment, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
10-K
|
|
10.29.2
|
|
February 22, 2013
|
|
|
10.29.3
|
|
|
Amendment No. 2, dated as of June 29, 2012, to the Term Loan Agreement dated April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors European Financing Company S. a.r.l., the Lenders that are signatories to the Amendment, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
10-Q
|
|
10.10
|
|
August 8, 2012
|
|
|
10.30
|
|
|
Term Loan Subsidiary Guarantee Agreement, dated as of April 3, 2012, by and among Molson Coors Brewing Company, Molson Canada 2005, Molson Coors International LP, Coors Brewing Company, CBC Holdco LLC, CBC Holdco 2 LLC, MC Holding Company LLC, Molson Coors Capital Finance ULC, Molson Coors International General, ULC, Coors International Holdco, ULC, Molson Coors Callco ULC, Newco3, Inc. and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
8-K
|
|
10.2
|
|
April 3, 2012
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.31.1
|
|
|
Credit Agreement, dated as of April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors International LP, the Lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent, and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent.
|
|
8-K
|
|
10.5
|
|
April 3, 2012
|
|
|
10.31.2
|
|
|
Amendment No. 1, dated as of April 23, 2012, to the Credit Agreement dated April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors International LP as borrowers, the Lenders that are signatories to the Amendment, and Deutsche Bank AG New York Branch, in its capacity as Administrative Agent.
|
|
8-K
|
|
10.3
|
|
June 18, 2012
|
|
|
10.31.3
|
|
|
Amendment No. 2, dated as of June 29, 2012, to the Credit Agreement dated April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors International LP as borrowers, the Lenders that are signatories to the Amendment, and Deutsche Bank AG New York Branch, in its capacity as Administrative Agent.
|
|
10-Q
|
|
10.11
|
|
August 8, 2012
|
|
|
10.32
|
|
|
Credit Agreement Subsidiary Guarantee Agreement, dated as of April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, Coors Brewing Company, CBC Holdco LLC, CBC Holdco 2 LLC, MC Holding Company LLC, Molson Coors Capital Finance ULC, Molson Coors International General, ULC, Coors International Holdco, ULC, Molson Coors Callco ULC, Newco3, Inc., Molson Inc., Molson Coors Holdings Limited, Golden Acquisition and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
8-K
|
|
10.6
|
|
April 3, 2012
|
|
|
10.33.1
|
|
|
EUR 150,000,000 Unsecured Uncommitted Revolving Facilities Agreement, dated as of September 10, 2012, by and among StarBev Netherlands B.V. and Molson Coors Netherlands B.V., as borrowers; Molson Coors Brewing Company, as guarantor; Unicredit Bank Czech Republic, A.S. and ING Bank N.V., Prague Branch, as mandated lead arrangers; the original lenders thereto; UniCredit Bank AG, London Branch, as agent; and ING Bank N.V., Prague Branch, as issuing bank.
|
|
8-K
|
|
10.1
|
|
September 12, 2012
|
|
|
10.33.2
|
|
|
Facility Amendment Letter, dated as of March 22, 2013, to the Unsecured Uncommitted Revolving Facilities Agreement by and among Starbev Netherlands B.V. and Molson Coors Netherlands B.V. as borrowers, Molson Coors Brewing Company, as guarantor, Unicredit Bank Czech Republic, A.S. and ING Bank N.V., Prague Branch as mandated lead arrangers, the original lenders party thereto, Unicredit Bank AG, London Branch, as agent and ING Bank N.V., Prague Branch, as issuing bank.
|
|
10-Q
|
|
10.1
|
|
May 7, 2013
|
|
|
10.33.3
|
|
|
Amendment and Restatement Agreement (to the EUR 150,000,000 Unsecured Uncommitted Revolving Facilities Agreement), dated as of September 9, 2013, by and among StarBev Netherlands BV and Molson Coors Netherlands BV as borrowers, Unicredit Bank Czech Republic, A.S. and Citibank Europe PLC, Organizacni Slozka, as mandated lead arrangers, and Unicredit Bank AG, London Branch, as Agent.
|
|
8-K
|
|
10.1
|
|
September 9, 2013
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.34.1
|
|
|
Equity Derivatives Confirmation, dated as of June 11, 2007, with respect to a warrant transaction entered into between Citibank, N.A. and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.3
|
|
August 7, 2007
|
|
|
10.34.2
|
|
|
Amendment to Equity Derivatives Confirmation, dated as of June 13, 2007, with respect to a warrant transaction entered into between Citibank, N.A., as its agent, and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.9
|
|
August 7, 2007
|
|
|
10.35.1
|
|
|
Equity Derivatives Confirmation, dated as of June 11, 2007, with respect to a share option transaction entered into between Citibank, N.A. and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.4
|
|
August 7, 2007
|
|
|
10.35.2
|
|
|
Amendment to Equity Derivatives Confirmation, dated as of June 13, 2007, with respect to a share option transaction entered into between Citibank, N.A., as its agent, and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.1
|
|
August 7, 2007
|
|
|
10.36.1
|
|
|
Equity Derivatives Confirmation, dated as of June 11, 2007, with respect to a warrant transaction entered into between Deutsche Bank AG acting through its London branch and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.5
|
|
August 7, 2007
|
|
|
10.36.2
|
|
|
Amendment to Equity Derivatives Confirmation, dated as of June 13, 2007, with respect to warrant transaction entered into between Deutsche Bank AG acting through its London branch and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.1
|
|
August 7, 2007
|
|
|
10.37.1
|
|
|
Equity Derivatives Confirmation, dated as of June 11, 2007, with respect to a share option transaction entered into between Deutsche Bank AG acting through its London branch and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.6
|
|
August 7, 2007
|
|
|
10.37.2
|
|
|
Amendment to Equity Derivatives Confirmation, dated as of June 13, 2007, with respect to a share option transaction entered into between Deutsche Bank AG acting through its London branch and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.1
|
|
August 7, 2007
|
|
|
10.38.1
|
|
|
Equity Derivatives Confirmation, dated as of June 11, 2007, with respect to a warrant transaction entered into between Morgan Stanley & Co. International plc, represented by Morgan Stanley Bank, as its agent, and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.7
|
|
August 7, 2007
|
|
|
10.38.2
|
|
|
Amendment to Equity Derivatives Confirmation, dated as of June 13, 2007, with respect to a warrant transaction entered into between Morgan Stanley & Co. International plc, represented by Morgan Stanley Bank, as its agent, and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.1
|
|
August 7, 2007
|
|
|
10.39.1
|
|
|
Equity Derivatives Confirmation, dated as of June 11, 2007, with respect to a share option transaction entered into between Morgan Stanley & Co. International plc, represented by Morgan Stanley Bank, as its agent, and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.8
|
|
August 7, 2007
|
|
|
10.39.2
|
|
|
Amendment to Equity Derivatives Confirmation, dated as of June 13, 2007, with respect to a share option transaction entered into between Morgan Stanley & Co. International plc, represented by Morgan Stanley Bank, as its agent, and Molson Coors Brewing Company.
|
|
10-Q
|
|
10.1
|
|
August 7, 2007
|
|
|
10.40.1
|
***
|
|
Joint Venture Agreement, dated December 20, 2007, by and among Molson Coors Brewing Company, Coors Brewing Company, SABMiller plc, Miller Brewing Company, and MillerCoors LLC.
|
|
8-K
|
|
10.1
|
|
December 21, 2007
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.40.2
|
|
|
Amendment No. 1 to Joint Venture Agreement dated as of April 4, 2008, to the Joint Venture Agreement dated December 20, 2007, by and among Molson Coors Brewing Company, Coors Brewing Company, SABMiller plc, Miller Brewing Company, and MillerCoors LLC.
|
|
10-Q
|
|
10.1
|
|
August 6, 2008
|
|
|
10.40.3
|
***
|
|
Amendment No. 2 to Joint Venture Agreement dated as of April 4, 2008, to the Joint Venture Agreement dated December 20, 2007, by and among Molson Coors Brewing Company, Coors Brewing Company, SABMiller plc, Miller Brewing Company, and MillerCoors LLC.
|
|
10-Q
|
|
10.2
|
|
August 6, 2008
|
|
|
10.40.4
|
***
|
|
Amendment No. 3 to Joint Venture Agreement dated as of July 1, 2008, to the Joint Venture Agreement dated December 20, 2007, by and among Molson Coors Brewing Company, Coors Brewing Company, SABMiller plc, Miller Brewing Company, and MillerCoors LLC.
|
|
10-Q
|
|
10.3
|
|
August 6, 2008
|
|
|
10.41
|
***
|
|
Amended and Restated Operating Agreement of MillerCoors LLC, dated as of July 1, 2008.
|
|
8-K
|
|
10.1
|
|
July 2, 2008
|
|
|
10.42
|
|
|
Form of Commercial Paper Dealer Agreement
|
|
8-K
|
|
10.1
|
|
March 20, 2013
|
|
|
10.43
|
*
|
|
Secondment letter for Mark Hunter in relation to secondment to Molson Coors Europe
|
|
|
|
|
|
|
|
X
|
10.44
|
|
|
Variation Agreement dated November 12, 2013 by and among Molson Coors Brewing Company and Grupo Modelo SAB de C.V. and certain of their respective affiliates.
|
|
|
|
|
|
|
|
X
|
21
|
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
X
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
X
|
23.2
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
X
|
31.1
|
|
|
Section 302 Certification of Chief Executive Officer.
|
|
|
|
|
|
|
|
X
|
31.2
|
|
|
Section 302 Certification of Chief Financial Officer.
|
|
|
|
|
|
|
|
X
|
32
|
|
|
Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
|
|
|
|
X
|
99
|
|
|
Audited Consolidated Financial Statements of MillerCoors LLC and Subsidiaries
|
|
|
|
|
|
|
|
X
|
101.INS
|
**
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
(b)
|
Exhibits
|
(c)
|
Other Financial Statement Schedules
|
|
Balance at
beginning
of year
|
|
Additions
charged to
costs and
expenses
|
|
Deductions(1)
|
|
Foreign
exchange
impact
|
|
Balance at
end of year
|
||||||||||
Allowance for doubtful accounts—trade accounts receivable
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
$
|
13.4
|
|
|
$
|
7.6
|
|
|
$
|
(7.5
|
)
|
|
$
|
0.1
|
|
|
$
|
13.6
|
|
December 29, 2012
|
$
|
10.3
|
|
|
$
|
10.3
|
|
|
$
|
(7.6
|
)
|
|
$
|
0.4
|
|
|
$
|
13.4
|
|
December 31, 2011
|
$
|
7.4
|
|
|
$
|
3.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
10.3
|
|
Allowance for doubtful accounts—current trade loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
$
|
1.6
|
|
|
$
|
0.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
1.1
|
|
December 29, 2012
|
$
|
1.8
|
|
|
$
|
0.9
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
1.6
|
|
December 31, 2011
|
$
|
2.5
|
|
|
$
|
1.6
|
|
|
$
|
(2.4
|
)
|
|
$
|
0.1
|
|
|
$
|
1.8
|
|
Allowance for doubtful accounts—long-term trade loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
$
|
4.0
|
|
|
$
|
1.4
|
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
2.8
|
|
December 29, 2012
|
$
|
4.4
|
|
|
$
|
2.2
|
|
|
$
|
(2.8
|
)
|
|
$
|
0.2
|
|
|
$
|
4.0
|
|
December 31, 2011
|
$
|
6.6
|
|
|
$
|
2.5
|
|
|
$
|
(4.8
|
)
|
|
$
|
0.1
|
|
|
$
|
4.4
|
|
Allowance for obsolete supplies
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
$
|
7.2
|
|
|
$
|
9.3
|
|
|
$
|
(9.8
|
)
|
|
$
|
0.1
|
|
|
$
|
6.8
|
|
December 29, 2012
|
$
|
5.9
|
|
|
$
|
7.0
|
|
|
$
|
(6.0
|
)
|
|
$
|
0.3
|
|
|
$
|
7.2
|
|
December 31, 2011
|
$
|
4.1
|
|
|
$
|
2.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
5.9
|
|
Deferred tax valuation account
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
$
|
157.5
|
|
|
$
|
29.6
|
|
|
$
|
(88.8
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
97.7
|
|
December 29, 2012
|
$
|
29.0
|
|
|
$
|
136.6
|
|
|
$
|
(9.2
|
)
|
|
$
|
1.1
|
|
|
$
|
157.5
|
|
December 31, 2011
|
$
|
39.0
|
|
|
$
|
2.4
|
|
|
$
|
(12.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
29.0
|
|
(1)
|
Amounts related to write-offs of uncollectible accounts, claims or obsolete inventories and supplies. Amounts related to the deferred tax asset valuation allowance are primarily due to the utilization of capital loss and operating loss carryforwards and re-evaluations of deferred tax assets.
|
|
|
|
|
|
By
|
|
/s/ PETER SWINBURN
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Peter Swinburn
|
|
By
|
|
/s/ PETER SWINBURN
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
Peter Swinburn
|
|
|
By
|
|
/s/ GAVIN HATTERSLEY
|
|
Chief Financial Officer and Controller
(Principal Financial Officer and Principal Accounting Officer) |
|
|
Gavin Hattersley
|
|
|
By
|
|
/s/ PETER H. COORS
|
|
Chairman
|
|
|
Peter H. Coors
|
|
|
By
|
|
/s/ ANDREW T. MOLSON
|
|
Vice Chairman
|
|
|
Andrew T. Molson
|
|
|
By
|
|
/s/ FRANCESCO BELLINI
|
|
Director
|
|
|
Francesco Bellini
|
|
|
By
|
|
/s/ BRIAN GOLDNER
|
|
Director
|
|
|
Brian Goldner
|
|
|
By
|
|
/s/ LOUIS VACHON
|
|
Director
|
|
|
Louis Vachon
|
|
|
By
|
|
/s/ ROGER EATON
|
|
Director
|
|
|
Roger Eaton
|
|
|
By
|
|
/s/ CHARLES M. HERINGTON
|
|
Director
|
|
|
Charles M. Herington
|
|
|
By
|
|
/s/ FRANKLIN W. HOBBS
|
|
Director
|
|
|
Franklin W. Hobbs
|
|
|
By
|
|
/s/ GEOFF MOLSON
|
|
Director
|
|
|
Geoff Molson
|
|
|
By
|
|
/s/ IAIN NAPIER
|
|
Director
|
|
|
Iain Napier
|
|
|
By
|
|
/s/ CHRISTIEN COORS FICELI
|
|
Director
|
|
|
Christien Coors Ficeli
|
|
|
By
|
|
/s/ DOUG TOUGH
|
|
Director
|
|
|
Doug Tough
|
|
|
By
|
|
/s/ H. SANFORD RILEY
|
|
Director
|
|
|
H. Sanford Riley
|
|
|
•
|
Position
. President and Chief Executive Officer of Molson Coors Canada, reporting directly to me.
|
•
|
Base Salary
. Your base salary, retroactive to February 1, 2013, is CAD 560,000, payable pursuant to Molson Coors Canada’s normal payroll procedures. Executive salaries are reviewed annually in February/March.
|
•
|
Annual Molson Coors Incentive Plan (MCIP)
. You will continue to participate in the annual Molson Coors Incentive Plan (MCIP) subject to the plan rules. The bonus target for your position will be 75% of your eligible earnings beginning in 2013. The corresponding criteria for your MCIP award is based on 25% Enterprise/50% Business Unit/25% Personal results. The incentive plan is reviewed on an annual basis and details of the plan are subject to change to align with and support ongoing business needs.
|
•
|
Long Term Incentive
. You will continue to be eligible to participate in the Molson Coors Long-Term Incentive (LTI) Plan according to your grade level in the company. The annual LTI target will remain at its prior level, $1 million.
|
•
|
Termination of UK Assignment
. You acknowledge that the terms of your short-term assignment from the US to the UK remained in effect through January 31, 2013 and upon such date the offer letter dated May 7, 2012 terminated and was of no further force and effect.
|
•
|
Benefits
. Except for healthcare (which is described in the following paragraph), as an employee of Molson Coors Canada, you will be eligible to participate in the standard Molson Coors Canada benefits program. This includes:
|
◦
|
Canadian Defined Contribution plan;
|
◦
|
Canadian ancillary programs (life insurance, disability and executive medical programs);
|
◦
|
Canadian beer program; and
|
◦
|
Canadian auto program
|
•
|
Healthcare
. You and your family will be permitted to remain in Molson Coors’ healthcare plan for US employees after your family relocates to Toronto. You will be required to pay the employee cost of this coverage as if you were a US employee. You may terminate this benefit at any time by notifying the company. At that time, your split payroll will cease and the US portion moved to the Canadian payroll. You will also continue to be eligible for the executive physical program applicable to US-based ELT members.
|
•
|
SERP
. You will participate in a defined contribution supplemental executive retirement plan (SERP) effective as of February 1, 2013. You were previously provided details of this plan in your agreement attached as Exhibit A to this letter.
|
•
|
Relocation Costs
. The company will cover your relocation costs , including a guaranteed buyout offer on your Denver-area home, if triggered on or before August 29, 2015 as well as an allowance in an amount as agreed to by the company. Note that the guaranteed buyout provision will require that we start the home sale process approximately 120 - 180 days before the August 29, 2015 deadline in order to trigger the guaranteed buyout by the company, if necessary. Below are additional provisions related to this relocation benefit:
|
o
|
In order to receive the full benefits of the relocation policy, do not make contact with a real estate agent in either the old or new location before speaking with your Relocation Consultant (do not execute a listing agreement or a home purchase contract).
|
o
|
The company will provide you and your family with housing in the Toronto, ON area for a period up to the earlier of: (a) two years (ending August 29, 2015) and (b) the date of sale of your home in Evergreen, CO. General market data would suggest a monthly benefit of CAD 8,000 per month, but we have agreed to an allowance of CAD 7,500 per month. You will be grossed up for any taxes associated with this benefit.
|
o
|
You and your family will be entitled to certain travel benefits between Toronto and Denver to allow you to facilitate the sale of your Evergreen, CO home. This benefit is limited to four trips per family member. However, should you require additional trips, the parties can mutually agree in writing to add additional trips.
|
▪
|
These trips should be booked through Concur (Carlson Wagonlit Travel) but should be paid by personal credit card and submitted to Weichert for reimbursement. These costs will not be grossed up for taxes.
|
o
|
Your countersignature below serves as acknowledgement that the company has paid or will pay certain expenses resulting from your relocation. You may begin using these services immediately upon the effective date of your assignment. However, you must complete the utilization of this benefit no later than February 1, 2015. In exchange for the payment of such expenses, you agree that, if you voluntarily terminate your employment with the company on
|
o
|
In the event it is necessary to reclaim any relocation benefit payments, you authorize the company to set off the amount(s) you owe against any compensation or other sums the company owes you. If such deductions are not sufficient to cover the full amount of the sign-on bonus or relocation benefit payments, you promise to pay to the company the remaining balance within 10 working days of your departure from the company.
|
•
|
Tax Preparation Services
. In accordance with your standard practice, you will be provided with tax preparation services for the 2012 and 2013 US, Canada and UK tax years (2012/2013 tax year for the UK). These services will be provided by the company’s external tax provider, currently Ernst & Young.
|
•
|
Vacation
. There is no change to your vacation benefit, which is restated below. You are entitled to 5 weeks’ vacation per year, which will be administered in accordance with the company’s vacation policy.
|
•
|
Termination
. There is no change to your severance benefit. In the event of your involuntary termination by the company, other than for just cause (as defined in the Change in Control Protection Program), you will be eligible for a severance payment (“Normal Severance”), in the form of a continuation of your base salary equal to 12 months (the “Severance Period”). You will not be entitled to any compensation on account of lost annual bonus (MCIP) payments for the Severance Period, but shall be eligible for MCIP bonus payments prorated for any part of service up to the date of commence of the Severance Period. In addition, all your existing insured benefits (excluding short and long-term disability) and perquisites will be continued during the Severance Period or until you find new employment or self-employment whichever occurs first. You will continue to accrue pension service during the Severance period or until you find new employment or self-employment whichever occurs first.
|
•
|
Change in Control Program
. There is no change to your right to participate in the Amended and Restated Change in Control Protection Program, dated effective January 1, 2008, as amended. This program is prescribed by the MCBC Board of Directors and provides economic protection in the event of a change in the control of Molson Coors Brewing Company and your employment termination within two years following such change in control. We encourage you to review the program documents in detail but at a high level, the economic protection under this program includes, among other provisions, a payment equal to three times the sum of your annual base salary and your target incentive as well as accelerated vesting of your outstanding, MCBC granted shares. This program is for the special circumstances associated with a change in the control of the company and is thus, not additive to "normal severance."
|
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
|
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/ Lee Reichert
|
|
07/22/2013
|
Lee Reichert
Deputy General Counsel and Assistant Secretary, Molson Coors
|
|
DATE
|
COMPANY:
MOLSON COORS BREWING COMPANY
By:
/s/ Samuel D. Walker
Name: Samuel D. Walker
Title: Global Chief People and Legal Officer
|
EXECUTIVE:
/s/ Peter H. Coors
Peter H. Coors
|
1
|
TERMS AND CONDITIONS OF EMPLOYMENT
|
1.1
|
You will remain an employee of MCBC UK and you will not become an employee of MCE during your secondment by MCBC UK to MCE. Except as provided below, your terms and conditions of employment as set out in the Service Agreement entered into between you and Coors Brewers Limited (now, MCBC UK) on 20 March 2002 ("
Employment
Contract
") (as amended) remain unchanged. In particular, your secondment will not affect your eligibility to participate in the Molson Coors Brewing Company’s (“
MCBC
”) Change in Control Protection Program.
|
1.2
|
In the event of any inconsistency between this Letter and the Employment Contract, this Letter shall prevail during the term of your secondment by MCBC UK to MCE.
|
1.3
|
If any changes are made to your terms and conditions of employment (and/or to the Employment Contract) during your secondment to MCE, the secondment shall continue on the amended terms and conditions and the terms of this Letter.
|
1.4
|
Your secondment commenced on 1 October 2012 and continues thereafter, subject to the terms of this Letter, and your Employment Contract.
|
1.5
|
During the secondment by MCBC UK to MCE, you will devote the whole of your working time, attention and skill to the duties required of you in relation to the business of MCE in the position of President and Chief Executive Officer under the instructions of the statutory body of MCE or the appropriate managing employee of MCBC. At the end of
|
1.6
|
You will continue to participate in the MCBC Long Term Incentive Plan, subject to the terms of the plan. Your annual LTIP target will continue at the current level of US$1,000,000, subject always to MCBC's right to discontinue or amend the terms of this plan at any time and from time to time and, in such event, MCE, MCBC, MCBC UK or any Associated Company shall not be required to provide a replacement plan or to pay compensation in respect of such discontinuance or amendment. Thereafter, the target and any payments due will be set at the level and amount appropriate to your position within the company. You acknowledge that you have no right to receive an annual allocation (or an allocation of a particular level) under this plan and that MCE, MCBC, MCBC UK or any Associated Company is under no obligation to operate a long term incentive plan. You also acknowledge that you will not acquire such a right, nor shall MCE, MCBC, MCBC UK or any Associated Company come under such an obligation, merely by virtue of you having received one or more allocations or payments (or allocations or payments of a particular level) under this or any other plan.
|
1.7
|
You will continue to accrue all your pension benefits, relating to your period of employment post 4 April 2009, under the employer-financed retirement benefit scheme (EFRBS) arrangement as per the letter from MCBC UK to you dated 11
th
February 2010.
|
2
|
DURING THE SECONDMENT
|
(a)
|
you will report to the statutory body of MCE or the appropriate managing employee of MCBC or such other person as MCE may from time to time require and will perform work under their instructions;
|
(b)
|
you will carry out the work required of you as President and Chief Executive Officer primarily at MCE’s offices in Prague, Czech Republic and your home address in the United Kingdom or at such other place in Europe as MCBC UK may from time to time determine. If you choose to maintain your primary residence in the United Kingdom, generally, you will perform your duties ten days per month in Prague, a minimum of six days per month in the United Kingdom and the balance of the month in other European countries as required;
|
(c)
|
your salary and other remuneration will continue to be paid by MCBC UK and reviewed, agreed and approved by the Board Compensation and HR Committee of MCBC;
|
(d)
|
all other contractual benefits of your employment will continue to be honoured by MCBC UK;
|
(e)
|
if you choose to maintain your primary residence in the UK, MCE shall procure that you will be eligible to participate in the benefits provided by MCBC under the Molson Coors Europe Senior Mobile Workers Policy. Key provisions of that policy are:
|
(i)
|
you will be provided with housing while in Prague and accommodation whilst travelling from your home base;
|
(ii)
|
reasonable travel costs to and from your primary residence in the UK will be covered;
|
(iv)
|
you will receive tax assistance and tax return preparation services from the relevant company's tax provider.
|
(f)
|
In addition to the provisions of the Molson Coors Europe Senior Mobile Workers Policy you will be eligible to the following enhancements:
|
(i)
|
A furnished, executive-quality two bedroom apartment in the secondment location;
|
(ii)
|
A per diem allowance for each day spent in the secondment location;
|
(iii)
|
A car (or car and driver, if appropriate) in the secondment location;
|
(iv)
|
Travel to and from your home in the UK to the secondment location once per week, and travel for your spouse as well, as you and your spouse deem appropriate;
|
(v)
|
Two annual round trip plane tickets per year for each of your children between the UK and the secondment location; and
|
(vi)
|
Tax return preparation and tax equalization for the duration of the secondment and for the UK tax year immediately following the conclusion of the secondment.
|
3
|
END OF SECONDMENT
|
3.1
|
Your secondment to MCE will terminate:
|
(a)
|
automatically and with immediate effect, if you cease to be employed by MCBC UK for any reason, including your resignation;
|
(b)
|
automatically and with immediate effect, if MCE's secondment agreement with MCBC UK terminates for any reason; or
|
(c)
|
if so decided by MCBC UK, who will have the right to terminate your secondment immediately by serving you a written immediate cancellation of your secondment, where:
|
(i)
|
you commit an act of gross misconduct;
|
(ii)
|
if you are absent for reasons other than annual, study, paternity, parental, special or other leave authorised by Peter Swinburn, President and CEO, MCBC from the performance of your duties for a period of 60 working days in any period of 12 consecutive months; or
|
(iii)
|
if you act in any other such way that your continued secondment is likely to adversely affect MCE.
|
3.2
|
Termination of secondment by notice:
|
(a)
|
MCBC UK may terminate your secondment by a written secondment termination notice delivered to you with 60 days’ notice period without stating a reason or for any reason such termination of secondment does not affect your employment with MCBC UK.
|
(a)
|
Should any such event occur, MCBC UK may also have the right to terminate your employment. However, the termination of your secondment does not by itself terminate your employment with MCBC UK.
|
4
|
DISCIPLINARY AND GRIEVANCE MATTERS
|
5
|
CONFIDENTIAL INFORMATION
|
6
|
PROPERTY
|
7
|
INTELLECTUAL PROPERTY RIGHTS
|
8
|
OTHER TERMS
|
(a)
|
the maximum working hours and minimum rest periods;
|
(b)
|
the minimum duration of annual leave or its proportional part;
|
(c)
|
the minimum salary, the relevant minimum level of guaranteed salary and extra pay for overtime work;
|
(d)
|
occupational safety and health protection;
|
(e)
|
equal treatment of male and female employees and prohibition of discrimination.
|
1.
|
I hereby accept the terms and conditions of my secondment by Molson Coors Brewing Company (UK) Limited, whose registered office is at 137 High Street, Burton Upon Trent, DE14 1JZ, Staffordshire, United Kingdom, to Molson Coors Europe s.r.o., whose registered office is at Nádražní 84, Postal Code 150 54, Prague 5, Czech Republic, Identification Number: 289 85 630 registered in the Commercial Registry maintained by the Municipal Court in Prague, Section C, Insert 157920, on the terms and conditions set out in the Secondment Letter dated 24
th
September 2013, of which the above is a copy; and
|
2.
|
I hereby waive, in compliance with Czech law and for the benefit of Molson Coors Europe s.r.o., whose registered office is at Nádražní 84, Postal Code 150 54, Prague 5, Czech Republic, Identification Number: 289 85 630 registered in the Commercial Registry maintained by the Municipal Court in Prague, Section C, Insert 157920, all and any rights as I might have for satisfaction of any receivable against Molson Coors Europe s.r.o. arising from my appointment to the position of the corporate executive of Molson Coors Europe s.r.o. and for the performance of such corporate executive position at Molson Coors Europe s.r.o. in relation to the period from my appointment to such corporate position until the date of my signature of this waiver.
|
3.
|
Notwithstanding the above, I hereby further agree and undertake, for the benefit of Molson Coors Europe s.r.o., that I have performed and will perform the position of the corporate executive of Molson Coors Europe s.r.o., for the entire period from the date of my appointment until termination of my performance of the position of the corporate executive of Molson Coors Europe s.r.o., without entitlement to any remuneration for such performance of the corporate position. If I become entitled to any remuneration for the performance of the position of the corporate executive of Molson Coors Europe s.r.o. for the period from the date following my signature and acceptance of this Secondment Letter, I hereby irrevocably waive all my rights as I might have for satisfaction of any such receivable for remuneration against Molson Coors Europe s.r.o.
|
(a)
|
“
Affiliate
” of any Person means any other Person that, directly or indirectly, Controls that Person, is Controlled by that Person, or is under common Control with that Person;
|
(b)
|
“
Agreement
”, “
this Agreement
”, “
hereto
”, “
herein
”, “
hereby
”, “
hereunder
”, “
hereof’
and similar expressions refer to this variation agreement (including the Schedules) and not to any particular Article, Section, Subsection, Clause, Schedule, subdivision, or other portion of this Agreement, and references to an “
Article
”, “
Section
”, “
Subsection
”, “
Clause
” or “
Schedule
” followed by a number or a letter or a combination of numbers and letters mean, respectively, the specified article, section, subsection, or clause of, or schedule to, this Agreement;
|
(c)
|
“
Canacermex
” means Canacermex Inc.;
|
(d)
|
“
Closing
” means the completion of the steps set forth in Sections 4.01, 6.01 and 6.02;
|
(e)
|
“
Closing Date
” means February 28, 2014;
|
(f)
|
“
Containers
” means the bottle, can or other receptacle in which Product is directly placed, and the box, carton or similar item in which such receptacle is packaged as
|
(g)
|
“
Control
” (including, with correlative meaning, the terms “
Controlling
”, “
Controlled by
” and “
under common Control with
”) means with respect to any Person (the “
Controlled Person
”):
|
(i)
|
the direct or indirect ownership of more than 50% of the total voting power of all classes of voting shares, limited liability company interests, partnership interests or other voting equity interests of such Controlled Person,
|
(ii)
|
the ability to directly or indirectly appoint or elect a majority of the board of directors or similar governing body of such Controlled Person,
|
(iii)
|
the ability to directly or indirectly appoint or elect all of the staff forming the first level of management of such Controlled Person, or
|
(iv)
|
the ability to directly or indirectly direct the management and policies of such Controlled Person by any means, including by ownership of voting securities, by operation of law, by contract, by way of a specific provision in the articles of incorporation, bylaws, partnership agreement, limited liability company agreement or other organizational document of such Controlled Person (including the holding of any veto or voting minority right with the power to prevent the taking of any action by such Controlled Person not described in this definition), or otherwise;
|
(h)
|
“
Creative Materials
” means any trade-mark, device, theme, jingle, configuration, concept, advertisement or other materials or creative efforts created, used or intended for use in connection with the advertising, marketing, promotion or sale of Product;
|
(i)
|
“
Damages
” means any damages, dues, penalties, interest, fines, costs, amounts paid in settlement, liabilities (whether accrued, actual, contingent, latent or otherwise), losses, expenses and fees, including interest, court costs and reasonable legal, accounting and other expert and professional fees and expenses and disbursements;
|
(j)
|
“
Employees
” means all individuals who are employed by the Partnership;
|
(k)
|
“
Funding Agreement
” means the funding agreement made effective January 1, 2008, among GModelo, Molson, MMI and the Partnership regarding the repayment of monthly advances made by the Partnership to its partners and loans made by the Partnership’s partners to the Partnership;
|
(l)
|
“
General Undertaking Agreement
” means the general undertaking agreement made effective January 1, 2008, among Modelo, Molson, GModelo, the Partnership, MMI, Canacermex, Molson Canada, MCBC, (Diblo S.A., de C.V., which has subsequently been merged into and become part of Modelo), Molson Coors Canada
|
(m)
|
“
Goods and Services Tax
”, “
GST
” and “
HST
” means the tax levied under Part IX of the
Excise Tax Act
(Canada) and any similar tax under federal legislation, each as amended, restated, replaced or re-enacted from time to time;
|
(n)
|
“
Governmental Authority
” means any federal, provincial, state, territorial, municipal, local or other government or governmental agency, department, liquor board, regulatory authority, judicial or administrative body, whether domestic, international or foreign;
|
(o)
|
“
GModelo
” means GModelo Canada Inc.;
|
(p)
|
“
Grupo
Modelo
” means Grupo Modelo, S.A.B. de C.V.;
|
(q)
|
“
Imposts
” means customs duties, duties, fees, excise taxes, taxes (other than Taxes), levies, provincial mark-ups, environmental charges or fees levied or imposed by any Governmental Authority, container fees, government distribution fees and similar items;
|
(r)
|
“
Intercompany
Support
Agreement
” means the support services agreement made effective January 1, 2008, among Canacermex and the Partnership regarding the provision by the Partnership of services related to the marketing and promotion of Product in Québec;
|
(s)
|
“
Interim Period
” means the period commencing on the date of this Agreement and ending at the Time of Closing;
|
(t)
|
“
ITA
” means the
Income Tax Act
(Canada), as amended from time to time;
|
(u)
|
“
Labatt
” means Labatt Breweries of Canada L.P.;
|
(v)
|
“
Landed
Cost
” means amounts paid for the Product, including (i) all applicable Taxes and Imposts not otherwise deducted in the calculation of Net Sales Revenue, (ii) freight, handling and other charges, and (iii) all other fees and costs incurred with respect to the purchase and importation of the Product. Any foreign currency denominated invoices will be valued in Canadian funds at then current noon foreign exchange rates quoted by the Bank of Canada. Current foreign exchange rates will be equal to the spot foreign exchange rate at the date of payment;
|
(w)
|
“
Law
” means any federal, provincial, state, territorial, municipal or local law, statute, decree, directive, legislative enactment, order, ordinance, regulation, guideline, rule, executive order, supervisory requirement, directive, resolution or circular or other binding restriction of or by any Governmental Authority, including the requirements of any Governmental Authority;
|
(x)
|
“
MCBC
” means Molson Coors Brewing Company;
|
(y)
|
“
MCBC
Group
” means MCBC, Molson, Molson Canada and their respective Affiliates;
|
(z)
|
“
MMI
” means Modelo Molson Imports Ltd.;
|
(aa)
|
“
Modelo
” means Cerveceria Modelo, S.A. de C.V.;
|
(bb)
|
“
Modelo
Group
” means Grupo Modelo, Modelo, GModelo and their respective Affiliates;
|
(cc)
|
“
Modelo
Trademarks
” means the trademarks for the Modelo Product licensed to the Partnership and Canacermex;
|
(dd)
|
“
Molson
” means Molson Inc.;
|
(ee)
|
“
Molson
Canada
” means Molson Canada 2005;
|
(ff)
|
“
Net Tangible Book Value
” means the total amount of all assets less (a) the total amount of all intangible assets and (b) all liabilities, all as shown on an audited closing balance sheet to be included in
audited closing financial statements to be prepared by PricewaterhouseCoopers as the auditors of the Partnership, MMI and Canacermex consistent with generally accepted accounting principles used by such entities and which shall include a schedule setting forth the Net Tangible Book Value as of the Closing Date;
|
(gg)
|
“
Notice
” has the meaning given to that term in Section 12.05;
|
(hh)
|
“
Parties
” means all of, and “
Party
” means any one of, Modelo, Molson, GModelo, the Partnership, MMI, Canacermex, Molson Canada, MCBC and Grupo Modelo;
|
(ii)
|
“
Partnership
” means Modelo Molson Imports L.P.;
|
(jj)
|
“
Partnership
Agreement
” means the limited partnership agreement made effective January 1, 2008, among GModelo, Molson and MMI regarding the Partnership;
|
(kk)
|
“
Person
” means an individual, corporation, voluntary association, joint stock company, trust, limited or general partnership, joint venture or other entity and the heirs, executors, administrators, legal representatives, successors and assigns of such Person;
|
(ll)
|
“
Product
” means beer that is manufactured by a Designated Brewery (as defined in the General Undertaking Agreement) and is packaged in Containers that identify it as a brand of beer of Modelo;
|
(mm)
|
“
Provincial
Sales Tax
” means any sales tax (other than HST) levied under the legislation of a province of Canada;
|
(nn)
|
“
Québec Agency and Services Agreement
” means the agency and services agreement made effective January 1, 2008, among Canacermex and Molson Canada regarding the appointment of Molson Canada as the agent of Canacermex with respect to the importation, distribution and sale of Product in Québec and the provision by Molson Canada of related administrative services;
|
(oo)
|
“
Québec Importer Agreement
” means the importer and license agreement made effective January 1, 2008, between Canacermex and Modelo granting Canacermex the exclusive right to import, distribute and sell Product in Québec;
|
(pp)
|
“
Québec Importer Approval
” means the approvals of the relevant Governmental Authorities for GModelo or an Affiliate to import and distribute the Products in Québec;
|
(qq)
|
“
Québec Warehouse Permits
” means the warehouse permits of the relevant Governmental Authorities for GModelo or an Affiliate that must be obtained by GModelo or Canacermex on its behalf or on behalf of GModelo’s agents to store the Products in other locations than Molson Canada’s or an agent of Molson Canada’s warehouses in Québec and the fulfillment of any related change of address obligations;
|
(rr)
|
“
Québec Sales Tax
” and “
QST
” means the tax levied under an
Act respecting the Québec sales tax
(Québec) and any similar tax under Québec legislation, each as amended, restated, replaced or re-enacted from time to time.
|
(ss)
|
“
Québec Shareholder Agreement
” means the unanimous shareholder agreement made effective January 1, 2008, initially
among Modelo and the Partnership (being all of the shareholders of Canacermex) and Canacermex;
|
(tt)
|
“
Representative
” means, in respect of any Party, such Party’s directors, officers, employees and advisers (including financial advisers and legal counsel);
|
(uu)
|
“
Rest of Canada
” means all provinces and territories of Canada, except the Province of Québec;
|
(vv)
|
“
ROC Agency and Services Agreement
” means the agency and services agreement made effective January 1, 2008, between the Partnership and Molson Canada regarding the appointment of Molson Canada as the agent of the Partnership with respect to the importation, distribution and sale of Product in the Rest of Canada and the provision by Molson Canada of related administrative services;
|
(ww)
|
“
ROC Importer Agreement
” means the importer and license agreement made effective January 1, 2008, between the Partnership and Modelo granting the Partnership the exclusive right to import, distribute and sell Modelo Product in the Rest of Canada;
|
(xx)
|
“
ROC Shareholder Agreement
” means the unanimous shareholder agreement made effective January 1, 2008 among GModelo and Molson (being all of the shareholders of MMI) and MMI;
|
(yy)
|
“
Sales Taxes
” means Goods and Services Tax, HST, Québec Sales Tax and similar Canadian federal or provincial value-added taxes and Provincial Sales Tax, but for the avoidance of doubt does not include income taxes;
|
(zz)
|
“
Sold
” means (i) sold or distributed in the Rest of Canada by the Partnership or by Molson Canada on behalf of the Partnership and (ii) sold or distributed in Québec by Canacermex or by Molson Canada on behalf of Canacermex;
|
([[)
|
“
Tax Attribute
” has the meaning given to that term in Section 8.02(c);
|
(aaa)
|
“
Tax Indemnified Parties
” has the meaning given to that term in Section 8.02(a);
|
(bbb)
|
“
Tax Indemnifying Parties
” means the Modelo Group, jointly and severally;
|
(ccc)
|
“
Taxes
” has the meaning ascribed thereto in Section 8.02(a);
|
(ddd)
|
“
Temporary Agreement
” has the meaning ascribed thereto in Section 4.02(a);
|
(eee)
|
“
Territory
” means all of the provinces and territories of Canada;
|
(fff)
|
“
Time of Closing
” means 23:59 EST on the Closing Date at which the Closing occurs; and
|
(ggg)
|
“
Transaction Agreements
” means the Partnership Agreement, the ROC Shareholder Agreement, the ROC Agency and Services Agreement, the ROC Importer Agreement, the Québec Shareholder Agreement, the Québec Agency and Services Agreement, the Québec Importer Agreement, the Intercompany Support Agreement and the Funding Agreement.
|
(a)
|
the Schedules are incorporated into and deemed part of this Agreement and all references to this Agreement will include the Schedules;
|
(b)
|
references to a Schedule, Section or Article are to such Schedule, Section or Article of this Agreement, unless otherwise provided;
|
(c)
|
references to any Law include such Law in changed or supplemented form or a newly adopted Law replacing a previous Law;
|
(d)
|
references to and mentions of the words or phrases “including”, “such as”, “for example”, “e.g.” or similar words or phrases mean illustrative or particular items or examples, without limitation; and
|
(e)
|
references to the singular form of any object will be deemed references to the plural form of such object and references to the plural form of any object will be deemed references to the singular form of such object.
|
(a)
|
Grupo Modelo shall sell to Molson (or to an Affiliate of Molson designated by Molson) 450,000 Class A Special Shares (representing 30% of the total issued Class A Special Shares) of Canacermex for a purchase price of $48,600;
|
(b)
|
Molson (or an Affiliate of Molson designated by Molson) shall subscribe for 20 Class X Special Shares of Canacermex for $200,000; and
|
(c)
|
GModelo Canada shall grant to an MCBC Group entity to be determined an option to acquire all (but for 1%) of its shares of MMI at a strike price of $1,000,000, expiring on December 27, 2013 (nominal option premium shall be paid by such MCBC Group entity to GModelo for the grant of the option and the General Undertaking and the Transaction Agreements shall be amended as necessary to ensure that the governance rights of GModelo and its Affiliates shall remain unaffected if the option is exercised).
|
(a)
|
the termination date in the General Undertaking Agreement and the Transaction Agreements shall be changed from January 1, 2018 to February 28, 2014, and the agreements shall be so amended with effect at the Time of Closing without any further act on the part of any Party;
|
(b)
|
Grupo Modelo shall enter into new distribution agreements effective at the Time of Closing that grant GModelo the exclusive right to distribute the Products in the Territory upon such terms as Grupo Modelo and GModelo may agree; and
|
(c)
|
GModelo shall pay to Molson an amount equal to $70 million plus applicable Sales Taxes, and Molson shall remit such Sales Taxes to the applicable Governmental Authorities on a timely basis.
|
(a)
|
the Québec Importer Agreement between Grupo Modelo and Canacermex shall, on a temporary basis, not be terminated, and Canacermex shall enter into a temporary outsourcing agreement (the “
Temporary Agreement
”) with GModelo or an Affiliate under which, during the interim period prior to receipt of Québec Importer Approval, GModelo or an Affiliate agrees to operate all aspects of Canacermex’s business, and generally to sell, or arrange for the sale of, Products in Québec as agent for Canacermex (pursuant to which Temporary Agreement Canacermex shall pay GModelo or an Affiliate management fees equal to substantially all of its net income for the interim period) and a shareholder agreement for Canacermex shall be entered into that gives the authority to make all decisions relating to the governance and operations of Canacermex to GModelo or an Affiliate;
|
(b)
|
GModelo shall enter into new agency and services agreements (for all of Canada) with Labatt similar to the ROC Agency and Services Agreement. Under these agreements, Labatt shall sell product as agent for GModelo (or, in the case of Québec sales during the interim period, as agent for Canacermex). Canacermex shall also enter into an agency agreement with Labatt as of the Closing Date and shall make the required filing with the relevant Governmental Authorities;
|
(c)
|
once Québec Importer Approval has been obtained, the Temporary Agreement and the Québec Importer Agreement shall be terminated; and
|
(d)
|
Canacermex shall not be dissolved until the Québec Importer Approval has been obtained.
|
(a)
|
If, at the Time of Closing, the Québec Warehouse Permits have not been obtained by GModelo or an Affiliate, Molson Canada will continue to provide to Canacermex warehouse space at Canacermex’s current main warehouse necessary for the storage of Products in the context of Canacermex’s business for a maximum period of two
months following the Closing Date and on terms and conditions comparable to those which would be provided by an arm’s length third-party logistics provider.
|
(b)
|
Once GModelo or an Affiliate has obtained the Québec Warehouse Permits, a new general manager will be appointed for Canacermex and GModelo shall arrange to send all notices required under applicable Laws in connection therewith.
|
(e)
|
All ongoing contracts, undertakings and financial commitments of the Partnership (or MMI for and on behalf of the Partnership) shall be terminated and satisfied or provided for. Molson Canada shall use its reasonable efforts to inform customers who wish to order Products that, from and after the Closing Date, the Partnership is no longer carrying on an active business and that Products may be ordered from GModelo or an Affiliate following the Closing Date;
|
(f)
|
Notwithstanding that the Québec Importer Approval may not have been obtained, Canacermex shall distribute its assets (other than its rights and obligations under the Temporary Agreement and the Québec Importer Agreement, if applicable) to its shareholders on its winding-up, subject to satisfaction or provision for payment of its liabilities (which, for avoidance of doubt, shall, subject to Section 5.01(h), be the sole responsibility of Canacermex);
|
(g)
|
Following the completion of the winding-up of Canacermex, the MCBC Group shall cause its representatives on the board of directors of Canacermex to resign;
|
(h)
|
An undivided interest in each of the Partnership’s remaining assets shall be distributed to its limited partners and MMI, as its general partner, in proportion to their respective ownership interests in the Partnership, as provided in Sections 12.08 and 12.09 of the Partnership Agreement. GModelo and MMI shall elect to have this wind-up occur pursuant to subsection 98(3) of the ITA;
|
(i)
|
MMI shall distribute its assets to its shareholders on its winding-up, subject to satisfaction or provision for payment of its liabilities (which, for avoidance of doubt, shall, subject to Section 5.01(h), be the sole responsibility of MMI);
|
(j)
|
For greater certainty, liabilities for which the Modelo Group is responsible or has otherwise agreed to provide indemnification under this Agreement or the Transaction Agreements shall be deemed to have been properly provided for in connection with the winding-up and distribution of the assets of the Partnership, MMI and Canacermex;
|
(k)
|
The Parties agree that the aggregate fair market value of property (including undivided interests in property of the Partnership) to be distributed to Molson following the wind-ups of the Partnership, MMI and Canacermex shall not be less than or greater than the aggregate Net Tangible Book Value of the Partnership, MMI and Canacermex as of the Closing Date multiplied by Molson’s direct and indirect proportionate interest in such entities;
|
(l)
|
All costs related to the implementation of the winding-up and dissolution of the Partnership, Canacermex and MMI shall be the responsibility of GModelo and all costs associated therewith shall be assumed and paid by GModelo (for greater certainly, GModelo shall not be required to pay Molson’s internal costs); and
|
(m)
|
The Partnership shall retain an Employee who shall report to the board of MMI and Canacermex, as required, to assist in connection with the winding-up and distribution of the assets of the Partnership, MMI and Canacermex and, as appropriate, other matters in connection therewith.
|
(a)
|
The Tax Indemnifying Parties will indemnify and save harmless each MCBC Group entity, the Partnership, MMI, Canacermex and their respective officers, directors, employees, agents and representatives (together, the “
Tax Indemnified Parties
”) from and against any and all Canadian or United States federal, provincial, state, territorial, municipal or local taxes, including income taxes, capital taxes, transfer taxes and Sales Taxes, or any other amount payable by either Tax Indemnified Party pursuant to any applicable Canadian or United States tax legislation (whether Canadian or United States federal or provincial or foreign tax legislation), including in each case any interest, penalties or additions thereto, together with any related costs and expenses including professional fees, (“
Taxes
”) (such Taxes to be determined in accordance with Section 8.02(c) below) arising directly or indirectly as a result of, because of or in respect of, any transaction contemplated herein, including any Taxes payable by the Partnership, MMI or Canacermex for which another Tax Indemnified Party becomes liable as a result of the winding-up of the Partnership, MMI or Canacermex or otherwise but excluding any Canadian income taxes payable by Molson arising directly from the receipt by Molson of the payment described in Section 4.01(c) (and, for this purpose, it is agreed that such amount
|
(b)
|
Any amount payable by a Tax Indemnifying Party pursuant to this Section 8.02 shall be grossed-up to include any Taxes payable (including any deduction or withholding of Taxes imposed, levied, collected, assessed or withheld in accordance with applicable Law by or within any taxing jurisdiction) by the Tax Indemnified Party (such Taxes to be determined in accordance with Section 8.02(c) below) in respect of such payment in order that the net after-Tax amount received by the Tax Indemnified Party shall be equal to the full amount of Taxes determined under Section 8.02(a). Each Tax Indemnified Party agrees to make an election under subsection 12(2.2) of the ITA (and any equivalent provision of applicable Tax legislation), to the extent available, to reduce or eliminate the amount of Taxes (if any) payable by a Tax Indemnified Party in respect of an indemnity payment under this Agreement.
|
(c)
|
The amount payable by a Tax Indemnifying Party to a Tax Indemnified Party pursuant to this Section 8.02 shall be determined without taking into account any deductions, losses, credits or any other tax attributes of the Tax Indemnified Party or any successor thereof which would be available to reduce the Taxes otherwise payable by the Tax Indemnified Party (each a “
Tax Attribute
”). For greater certainty, if an amount is to be added to the income of a Tax Indemnified Party (including an amount payable pursuant to this Section) Taxes payable in respect of such amount shall be computed using the tax rate applicable to such income within the MCBC Group and without taking into account any Tax Attributes.
|
(d)
|
Notwithstanding anything else to the contrary in this Agreement, the indemnities in Section 8.01 and this Section 8.02 shall not include an indemnity for any Tax liability of the MCBC Group arising from the allocation to Molson of its share of income of the Partnership earned in the ordinary course of business of the Partnership (which, for greater certainty, excludes any income of the Partnership arising directly or indirectly as a result of, because of or in respect of, any transaction contemplated herein) for any fiscal period of the Partnership (or portion thereof) ending on or before the Closing Date.
|
(e)
|
The Parties shall consult each other before any public disclosure of this Agreement or any of its terms, and shall agree upon the content of, any news or other public disclosure regarding the matters contemplated herein, provided that this restriction shall not apply to any news release or disclosure that is required by applicable Laws or the rules and policies or Governmental Authorities or stock exchanges having jurisdiction and the content of which is not agreed upon by a Party after reasonable notice.
|
(f)
|
On the Closing Date, all employees and representatives of the Partnership, MMI and Canacermex will destroy any confidential information relating to the MCBC Group and any information of the Partnership, MMI and Canacermex which would not have been permitted to be disclosed by Section 15.01 of the General Undertaking Agreement and, for greater certainty, the GModelo Group shall not acquire any rights to such information as a result of the transactions herein. Such employees and representatives shall confirm in writing to Molson Canada that such information has been destroyed. For greater certainty, no Party shall have any liability for any failure of such employees and representatives in respect of this Section 9.01(b).
|
(a)
|
if it is delivered by hand, at the time of delivery; or
|
(b)
|
if it is delivered by telecopier or some other form of electronic transmission and the time of transmission is stated in such Notice, at the time of transmission, but if the time of transmission is not stated in such Notice, then it shall be deemed to have been received at the commencement of business on the next Business Day.
|
CERVECERÍA MODELO, S.A. de C.V.
|
|
Per:
|
/s/ Margarita Hugues Velez
|
|
Name: Margarita Hugues Velez
|
|
Title: Attorney-in-Fact
|
Per:
|
/s/ Edwardo Gabriel Aponte Rico
|
|
Name: Edwardo Gabriel Aponte Rico
|
|
Title: Attorney-in-Fact
|
|
|
GRUPO MODELO, S.A.B. de C.V.
|
|
Per:
|
/s/ Margarita Hugues Velez
|
|
Name: Margarita Hugues Velez
|
|
Title: Attorney-in-Fact
|
Per:
|
/s/ Edwardo Gabriel Aponte Rico
|
|
Name: Edwardo Gabriel Aponte Rico
|
|
Title: Attorney-in-Fact
|
|
|
GMODELO CANADA INC.
|
|
Per:
|
/s/ John Blood
|
|
Name: John Blood
|
|
Title: Authorized Signatory
|
|
[SIGNATURE PAGE OF THE VARIATION AGREEMENT]
|
MODELO MOLSON IMPORTS L.P., by its general partner, MODELO MOLSON IMPORTS LTD.
|
|
Per:
|
/s/ Kelly Brown
|
|
Name: Kelly Brown
|
|
Title: Authorized Signatory
|
Per:
|
/s/ John Blood
|
|
Name: John Blood
|
|
Title: Authorized Signatory
|
MODELO MOLSON IMPORTS LTD.
|
|
Per:
|
/s/ Kelly Brown
|
|
Name: Kelly Brown
|
|
Title: Authorized Signatory
|
Per:
|
/s/ John Blood
|
|
Name: John Blood
|
|
Title: Authorized Signatory
|
CANACERMEX INC.
|
|
Per:
|
/s/ Kelly Brown
|
|
Name: Kelly Brown
|
|
Title: Authorized Signatory
|
Per:
|
/s/ John Blood
|
|
Name: John Blood
|
|
Title: Authorized Signatory
|
|
[SIGNATURE PAGE OF THE VARIATION AGREEMENT]
|
MOLSON INC.
|
|
Per:
|
/s/ Kelly Brown
|
|
Name: Kelly Brown
|
|
Title: Chief Legal Officer
|
|
|
MOLSON CANADA 2005
|
|
Per:
|
/s/ Kelly Brown
|
|
Name: Kelly Brown
|
|
Title: Chief Legal Officer
|
|
|
MOLSON COORS BREWING COMPANY
|
|
Per:
|
/s/ E. Lee Reichert
|
|
Name: E. Lee Reichert
|
|
Title: Deputy General Counsel & Assistant Secretary
|
|
[SIGNATURE PAGE OF THE VARIATION AGREEMENT]
|
Name
|
|
State/country of organization
or incorporation
|
|
||||||||||||||
Coors Brewing Company
CBC Holdco 2 LLC
|
|
Colorado
Colorado
|
|
||||||||||||||
|
CBC Holdco LLC
NewCo3 Inc.
|
|
Colorado
Colorado
|
|
|||||||||||||
|
|
Coors International Holdco, ULC
|
|
Canada
|
|
||||||||||||
|
|
Molson Coors International General, ULC
|
|
Canada
|
|
||||||||||||
|
|
|
Molson Coors International LP
|
|
Delaware
|
|
|||||||||||
|
|
|
|
Molson Coors Capital Finance ULC
|
|
Canada
|
|
||||||||||
|
|
|
|
Molson Coors Callco ULC
|
|
Canada
|
|
||||||||||
|
|
|
|
|
Molson Coors Canada Holdco, ULC
|
|
Canada
|
|
|||||||||
|
|
|
|
|
|
Molson Coors Canada Inc.
|
|
Canada
|
|
||||||||
|
|
|
|
|
|
|
Molson Holdco, ULC
|
|
Canada
|
|
|||||||
|
|
|
|
|
|
|
|
Molson Inc.
|
|
Canada
|
|
||||||
|
|
|
|
|
|
|
|
|
Molson Finance General ULC
|
|
Canada
|
|
|||||
|
|
|
|
|
|
|
|
|
Molson Finance LP
|
|
Canada
|
|
|||||
|
|
|
|
|
|
|
|
|
Molson Coors Canada
|
|
Canada
|
|
|||||
|
|
|
|
|
|
|
|
|
Molson Canada Company
|
|
Canada
|
|
|||||
|
|
|
|
|
|
|
|
|
MC UK Holdings LP
3230600 Nova Scotia Company
|
|
Canada
Canada
|
|
|||||
|
|
|
|
|
|
|
|
|
Molson Coors (UK) Holdings LLP
|
|
England
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Golden Acquisition
|
|
England
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Holdings Limited
|
|
England
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Brewing Company (UK) Limited
|
|
England
|
|
Molson Coors Holdco, Inc.
|
|
Delaware
|
|
||||||||||||||
|
|
Molson Coors European Finance Company
|
|
Luxembourg
|
|
||||||||||||
|
|
|
|
Molson Coors Lux 1
|
|
Luxembourg
|
|
||||||||||
|
|
|
|
|
|
Molson Coors European Holdco Ltd.
|
|
England
|
|
||||||||
|
|
|
|
|
|
Molson Coors Lux 2
|
|
Luxembourg
|
|
||||||||
|
|
|
|
|
|
|
|
Molson Coors Netherlands BV
|
|
Netherlands
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Molson Coors SER d.o.o. Apatin
|
|
Serbia
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Apatinska pivara Apatin d.o.o. Apatin
|
|
Serbia
|
|
||
|
|
|
|
|
|
|
|
|
|
Molson Coors Czech s.r.o.
|
|
Czech Republic
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Pivovary Staropramen a.s.
|
|
Czech Republic
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Cervesia Zagreb d.o.o
|
|
Croatia
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zagrebačka Pivovara d.o.o.
|
|
Croatia
|
|
|
|
|
|
|
|
|
|
|
|
Starbev Netherlands BV
|
|
Netherlands
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Bergenbier S.A.
|
|
Romania
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Borsodi Sorgyar Korlátolt Felelössegü Társaság
|
|
Hungary
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Kamenitza AD
|
|
Bulgaria
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Black Sea Montenegro d.o.o.
|
|
Montenegro
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trebjesa AD
|
|
Montenegro
|
|
MC Holding Company LLC
|
|
Colorado
|
|
||||||||||||||
|
MillerCoors LLC(1)
|
|
Delaware
|
|
(1)
|
Effective, July 1, 2008, Molson Coors Brewing Company and SABMiller plc combined the U.S. and Puerto Rico operations of their respective subsidiaries, Coors Brewing Company and Miller Brewing Company. Each party contributed its business and related operating assets and certain liabilities into an operating joint venture company. The percentage interests in the profits of the joint venture are 58% for SABMiller plc and 42% for Molson Coors Brewing Company. Voting interests are shared 50%-50%, and each investing company has equal board representation within MillerCoors LLC. Each party to the MillerCoors joint venture agreed not to transfer its economic or voting interests in the joint venture for a period of five years from July 1, 2008. With the expiration of the restriction in 2013, both parties to the joint venture are now able to transfer their economic and voting interest, however, certain rights of first refusal will apply to any assignment of such interests.
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
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 the 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.
|
February 14, 2014
|
/s/ PETER SWINBURN
Peter Swinburn
President & Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
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 the 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.
|
February 14, 2014
|
/s/ GAVIN HATTERSLEY
Gavin Hattersley
Chief Financial Officer
(Principal Financial Officer)
|
a)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 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
|
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 & Chief Executive Officer
(Principal Executive Officer)
February 14, 2014
|
|
|
|
|
|
/s/ GAVIN HATTERSLEY
Gavin Hattersley
Chief Financial Officer
(Principal Financial Officer)
February 14, 2014
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
|
$
|
8,969.8
|
|
|
$
|
8,966.6
|
|
|
$
|
8,763.3
|
|
Excise taxes
|
|
(1,169.0
|
)
|
|
(1,205.5
|
)
|
|
(1,213.1
|
)
|
|||
Net sales
|
|
7,800.8
|
|
|
7,761.1
|
|
|
7,550.2
|
|
|||
Cost of goods sold
|
|
(4,723.7
|
)
|
|
(4,689.7
|
)
|
|
(4,647.9
|
)
|
|||
Gross profit
|
|
3,077.1
|
|
|
3,071.4
|
|
|
2,902.3
|
|
|||
Marketing, general and administrative expenses
|
|
(1,769.9
|
)
|
|
(1,828.5
|
)
|
|
(1,768.6
|
)
|
|||
Special items
|
|
(19.8
|
)
|
|
(31.8
|
)
|
|
(113.4
|
)
|
|||
Operating income
|
|
1,287.4
|
|
|
1,211.1
|
|
|
1,020.3
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|
(1.8
|
)
|
|||
Other income, net
|
|
2.0
|
|
|
1.7
|
|
|
3.0
|
|
|||
Total other income
|
|
0.4
|
|
|
0.3
|
|
|
1.2
|
|
|||
Income before income taxes
|
|
1,287.8
|
|
|
1,211.4
|
|
|
1,021.5
|
|
|||
Income taxes
|
|
(3.9
|
)
|
|
(5.5
|
)
|
|
(7.5
|
)
|
|||
Net income
|
|
1,283.9
|
|
|
1,205.9
|
|
|
1,014.0
|
|
|||
Net income attributable to noncontrolling interests
|
|
(13.4
|
)
|
|
(15.0
|
)
|
|
(10.2
|
)
|
|||
Net income attributable to MillerCoors LLC
|
|
$
|
1,270.5
|
|
|
$
|
1,190.9
|
|
|
$
|
1,003.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized loss on derivative instruments
|
|
$
|
(75.5
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
(100.3
|
)
|
Reclassification adjustment on derivative instruments
|
|
29.4
|
|
|
25.5
|
|
|
(13.9
|
)
|
|||
Pension and other postretirement benefit adjustments
|
|
93.4
|
|
|
(144.8
|
)
|
|
(194.4
|
)
|
|||
Amortization of net prior service costs and net actuarial losses
|
|
34.1
|
|
|
58.5
|
|
|
62.5
|
|
|||
Other comprehensive income (loss)
|
|
81.4
|
|
|
(66.4
|
)
|
|
(246.1
|
)
|
|||
Comprehensive income
|
|
$
|
1,351.9
|
|
|
$
|
1,124.5
|
|
|
$
|
757.7
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
12.3
|
|
|
$
|
17.3
|
|
Accounts receivable, net
|
|
229.4
|
|
|
252.0
|
|
||
Due from affiliates
|
|
26.0
|
|
|
22.3
|
|
||
Inventories, net
|
|
466.0
|
|
|
481.5
|
|
||
Derivative financial instruments
|
|
1.0
|
|
|
8.3
|
|
||
Prepaid assets
|
|
63.7
|
|
|
60.0
|
|
||
Total current assets
|
|
798.4
|
|
|
841.4
|
|
||
Property, plant and equipment, net
|
|
2,690.8
|
|
|
2,587.5
|
|
||
Goodwill
|
|
4,360.1
|
|
|
4,360.1
|
|
||
Other intangibles, net
|
|
1,890.2
|
|
|
1,955.2
|
|
||
Derivative financial instruments
|
|
0.2
|
|
|
0.9
|
|
||
Other assets
|
|
48.0
|
|
|
46.2
|
|
||
Total assets
|
|
$
|
9,787.7
|
|
|
$
|
9,791.3
|
|
Liabilities and Shareholders' Investment
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
215.1
|
|
|
$
|
242.4
|
|
Due to affiliates
|
|
12.6
|
|
|
8.7
|
|
||
Trade accrued expenses
|
|
301.9
|
|
|
339.2
|
|
||
Accrued payroll and related expenses
|
|
147.5
|
|
|
137.4
|
|
||
Current portion of pension and postretirement benefits
|
|
47.7
|
|
|
46.9
|
|
||
Other current liabilities
|
|
188.1
|
|
|
172.0
|
|
||
Derivative financial instruments
|
|
37.2
|
|
|
11.9
|
|
||
Total current liabilities
|
|
950.1
|
|
|
958.5
|
|
||
Pension and postretirement benefits
|
|
1,141.3
|
|
|
1,362.7
|
|
||
Long-term debt
|
|
2.6
|
|
|
19.1
|
|
||
Derivative financial instruments
|
|
17.4
|
|
|
9.4
|
|
||
Other liabilities
|
|
184.9
|
|
|
146.3
|
|
||
Total liabilities
|
|
2,296.3
|
|
|
2,496.0
|
|
||
Interest attributable to shareholders:
|
|
|
|
|
||||
Capital stock (840,000 Class A shares and 160,000 Class B shares)
|
|
—
|
|
|
—
|
|
||
Shareholders' capital
|
|
8,517.6
|
|
|
8,395.2
|
|
||
Retained earnings
|
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
|
(1,046.9
|
)
|
|
(1,128.3
|
)
|
||
Total interest attributable to shareholders
|
|
7,470.7
|
|
|
7,266.9
|
|
||
Noncontrolling interest
|
|
20.7
|
|
|
28.4
|
|
||
Total shareholders' investment
|
|
7,491.4
|
|
|
7,295.3
|
|
||
Total liabilities and shareholders' investment
|
|
$
|
9,787.7
|
|
|
$
|
9,791.3
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,283.9
|
|
|
$
|
1,205.9
|
|
|
$
|
1,014.0
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
291.5
|
|
|
285.4
|
|
|
301.8
|
|
|||
Share-based compensation
|
|
2.0
|
|
|
14.0
|
|
|
1.9
|
|
|||
Brand impairment
|
|
—
|
|
|
—
|
|
|
60.0
|
|
|||
Loss on disposal of property, plant and equipment
|
|
13.8
|
|
|
35.1
|
|
|
12.0
|
|
|||
Other
|
|
(2.9
|
)
|
|
(0.2
|
)
|
|
(14.1
|
)
|
|||
Change in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
18.9
|
|
|
27.6
|
|
|
(47.3
|
)
|
|||
Inventories
|
|
15.5
|
|
|
(65.5
|
)
|
|
(8.7
|
)
|
|||
Prepaid and other assets
|
|
(5.5
|
)
|
|
(0.1
|
)
|
|
27.9
|
|
|||
Payables and accruals
|
|
(14.5
|
)
|
|
24.1
|
|
|
(4.3
|
)
|
|||
Derivative financial instruments
|
|
(4.8
|
)
|
|
(0.6
|
)
|
|
5.2
|
|
|||
Other liabilities
|
|
(44.1
|
)
|
|
(41.0
|
)
|
|
41.9
|
|
|||
Net cash provided by operating activities
|
|
1,553.8
|
|
|
1,484.7
|
|
|
1,390.3
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
(375.6
|
)
|
|
(328.3
|
)
|
|
(337.7
|
)
|
|||
Proceeds from disposal of property, plant and equipment
|
|
1.0
|
|
|
8.5
|
|
|
1.9
|
|
|||
Additions to intangible assets
|
|
—
|
|
|
(2.4
|
)
|
|
(6.7
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(34.2
|
)
|
|
—
|
|
|||
Notes receivable repayments
|
|
—
|
|
|
—
|
|
|
14.0
|
|
|||
Net cash used in investing activities
|
|
(374.6
|
)
|
|
(356.4
|
)
|
|
(328.5
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net contributions and distributions to shareholders
|
|
(1,150.1
|
)
|
|
(1,095.0
|
)
|
|
(1,068.9
|
)
|
|||
Payments on debt
|
|
(13.0
|
)
|
|
(4.6
|
)
|
|
(4.6
|
)
|
|||
Net contributions and distributions to noncontrolling interests
|
|
(21.1
|
)
|
|
(20.4
|
)
|
|
(4.0
|
)
|
|||
Purchase of noncontrolling interests
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(1,184.2
|
)
|
|
(1,141.4
|
)
|
|
(1,077.5
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Net decrease in cash and cash equivalents
|
|
(5.0
|
)
|
|
(13.1
|
)
|
|
(15.7
|
)
|
|||
Balance of cash and cash equivalents at beginning of year
|
|
17.3
|
|
|
30.4
|
|
|
46.1
|
|
|||
Balance of cash and cash equivalents at end of year
|
|
$
|
12.3
|
|
|
$
|
17.3
|
|
|
$
|
30.4
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
0.8
|
|
|
$
|
1.2
|
|
|
$
|
1.5
|
|
Income taxes paid
|
|
5.3
|
|
|
5.1
|
|
|
7.2
|
|
|
|
Capital
stock
|
|
Shareholders'
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
loss
|
|
Noncontrolling
interest
|
|
Total
shareholders'
investment
|
||||||||||||
Balance as of
December 31, 2010 |
|
$
|
—
|
|
|
$
|
8,367.0
|
|
|
$
|
—
|
|
|
$
|
(815.8
|
)
|
|
$
|
30.5
|
|
|
$
|
7,581.7
|
|
Share-based compensation
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(246.1
|
)
|
|
—
|
|
|
(246.1
|
)
|
||||||
Net contributions and distributions
|
|
—
|
|
|
(65.1
|
)
|
|
(1,003.8
|
)
|
|
—
|
|
|
(4.0
|
)
|
|
(1,072.9
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
1,003.8
|
|
|
—
|
|
|
10.2
|
|
|
1,014.0
|
|
||||||
Balance as of
December 31, 2011 |
|
$
|
—
|
|
|
$
|
8,303.8
|
|
|
$
|
—
|
|
|
$
|
(1,061.9
|
)
|
|
$
|
36.7
|
|
|
$
|
7,278.6
|
|
Share-based compensation
|
|
—
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.4
|
)
|
|
—
|
|
|
(66.4
|
)
|
||||||
Purchase of noncontrolling interest
|
|
—
|
|
|
(18.5
|
)
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
(21.4
|
)
|
||||||
Net contributions and distributions
|
|
—
|
|
|
95.9
|
|
|
(1,190.9
|
)
|
|
—
|
|
|
(20.4
|
)
|
|
(1,115.4
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
1,190.9
|
|
|
—
|
|
|
15.0
|
|
|
1,205.9
|
|
||||||
Balance as of
December 31, 2012 |
|
$
|
—
|
|
|
$
|
8,395.2
|
|
|
$
|
—
|
|
|
$
|
(1,128.3
|
)
|
|
$
|
28.4
|
|
|
$
|
7,295.3
|
|
Share-based compensation
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81.4
|
|
|
—
|
|
|
81.4
|
|
||||||
Net contributions and distributions
|
|
—
|
|
|
120.4
|
|
|
(1,270.5
|
)
|
|
—
|
|
|
(21.1
|
)
|
|
(1,171.2
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
1,270.5
|
|
|
—
|
|
|
13.4
|
|
|
1,283.9
|
|
||||||
Balance as of
December 31, 2013 |
|
$
|
—
|
|
|
$
|
8,517.6
|
|
|
$
|
—
|
|
|
$
|
(1,046.9
|
)
|
|
$
|
20.7
|
|
|
$
|
7,491.4
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Restructuring charges
|
|
$
|
17.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset write-offs
|
|
2.6
|
|
|
34.1
|
|
|
—
|
|
|||
Pension curtailment
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|||
Sparks impairment charge
|
|
—
|
|
|
—
|
|
|
60.0
|
|
|||
Multi-employer pension plan assumption
|
|
—
|
|
|
—
|
|
|
50.9
|
|
|||
Consulting, relocation and other integration costs
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||
Total
|
|
$
|
19.8
|
|
|
$
|
31.8
|
|
|
$
|
113.4
|
|
|
|
Severance
costs
|
|
Contract
termination
costs
|
|
Total
restructuring
costs
|
||||||
|
|
(In millions)
|
||||||||||
Balance as of December 31, 2010
|
|
$
|
4.0
|
|
|
$
|
2.0
|
|
|
$
|
6.0
|
|
Charges incurred
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Payments made
|
|
(4.0
|
)
|
|
(1.1
|
)
|
|
(5.1
|
)
|
|||
Balance as of December 31, 2011
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
Charges incurred
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Payments made
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Balance as of December 31, 2012
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Charges incurred
|
|
13.1
|
|
|
—
|
|
|
13.1
|
|
|||
Payments made
|
|
(3.3
|
)
|
|
(0.2
|
)
|
|
(3.5
|
)
|
|||
Balance as of December 31, 2013
|
|
$
|
9.8
|
|
|
$
|
0.4
|
|
|
$
|
10.2
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Raw materials
|
|
$
|
251.7
|
|
|
$
|
267.0
|
|
Work in process
|
|
86.9
|
|
|
78.6
|
|
||
Finished goods
|
|
76.0
|
|
|
83.7
|
|
||
Spare parts
|
|
49.7
|
|
|
50.6
|
|
||
Other inventories
|
|
17.5
|
|
|
17.3
|
|
||
Total gross inventories
|
|
$
|
481.8
|
|
|
$
|
497.2
|
|
Inventory reserves
|
|
(15.8
|
)
|
|
(15.7
|
)
|
||
Total inventories, net
|
|
$
|
466.0
|
|
|
$
|
481.5
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Land and improvements
|
|
$
|
191.7
|
|
|
$
|
182.6
|
|
Buildings and improvements
|
|
873.6
|
|
|
829.0
|
|
||
Machinery and equipment
|
|
3,725.1
|
|
|
3,575.9
|
|
||
Capitalized software
|
|
193.1
|
|
|
157.6
|
|
||
Containers
|
|
174.3
|
|
|
163.1
|
|
||
Construction in progress
|
|
333.2
|
|
|
335.6
|
|
||
Total property, plant and equipment at cost
|
|
$
|
5,491.0
|
|
|
$
|
5,243.8
|
|
Less: accumulated depreciation
|
|
(2,800.2
|
)
|
|
(2,656.3
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
2,690.8
|
|
|
$
|
2,587.5
|
|
|
|
As of December 31, 2013
|
||||||||||||
|
|
Useful life
|
|
Cost
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Brands
|
|
8-40
|
|
$
|
2,101.0
|
|
|
$
|
(358.0
|
)
|
|
$
|
1,743.0
|
|
Distribution network
|
|
29
|
|
85.0
|
|
|
(32.9
|
)
|
|
52.1
|
|
|||
Contract brewing
|
|
8
|
|
35.0
|
|
|
(35.0
|
)
|
|
—
|
|
|||
Patents
|
|
16
|
|
22.0
|
|
|
(15.4
|
)
|
|
6.6
|
|
|||
Distribution rights
|
|
15-29
|
|
104.2
|
|
|
(21.3
|
)
|
|
82.9
|
|
|||
Other
|
|
15-39
|
|
13.7
|
|
|
(8.1
|
)
|
|
5.6
|
|
|||
Total
|
|
|
|
$
|
2,360.9
|
|
|
$
|
(470.7
|
)
|
|
$
|
1,890.2
|
|
|
|
As of December 31, 2012
|
||||||||||||
|
|
Useful life
|
|
Cost
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Brands
|
|
8-40
|
|
$
|
2,101.0
|
|
|
$
|
(302.7
|
)
|
|
$
|
1,798.3
|
|
Distribution network
|
|
29
|
|
85.0
|
|
|
(29.9
|
)
|
|
55.1
|
|
|||
Contract brewing
|
|
8
|
|
35.0
|
|
|
(35.0
|
)
|
|
—
|
|
|||
Patents
|
|
16
|
|
22.0
|
|
|
(14.0
|
)
|
|
8.0
|
|
|||
Distribution rights
|
|
15-29
|
|
104.2
|
|
|
(16.4
|
)
|
|
87.8
|
|
|||
Other
|
|
15-39
|
|
13.7
|
|
|
(7.7
|
)
|
|
6.0
|
|
|||
Total
|
|
|
|
$
|
2,360.9
|
|
|
$
|
(405.7
|
)
|
|
$
|
1,955.2
|
|
|
Amount
|
||
|
(In millions)
|
||
2014
|
$
|
65.0
|
|
2015
|
64.7
|
|
|
2016
|
64.7
|
|
|
2017
|
64.7
|
|
|
2018
|
64.4
|
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or
|
|
|
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
|
|
|
Inputs other than quoted prices that are observable for the asset or liability
|
Level 3
|
|
Unobservable inputs for the asset or liability
|
|
|
Fair value measurements as of December 31, 2013
|
||||||||||||||
|
|
Total
|
|
Quoted prices in active markets
(Level 1) |
|
Significant observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commodity derivative assets
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
Commodity derivative liabilities
|
|
(54.6
|
)
|
|
(0.4
|
)
|
|
(54.2
|
)
|
|
—
|
|
||||
Foreign exchange assets
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Total
|
|
$
|
(53.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(53.0
|
)
|
|
$
|
—
|
|
|
|
Fair value measurements as of December 31, 2012
|
||||||||||||||
|
|
Total
|
|
Quoted prices in active markets
(Level 1)
|
|
Significant observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commodity derivative assets
|
|
$
|
8.9
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
|
$
|
—
|
|
Commodity derivative liabilities
|
|
(21.3
|
)
|
|
(4.5
|
)
|
|
(16.8
|
)
|
|
—
|
|
||||
Foreign exchange assets
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Total
|
|
$
|
(12.1
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
—
|
|
|
|
Offsetting of derivative assets as of December 31, 2013
|
||||||||||
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of assets presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
1.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.2
|
|
Total
|
|
$
|
1.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
Offsetting of derivative liabilities as of December 31, 2013
|
||||||||||
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
55.5
|
|
|
$
|
(0.9
|
)
|
|
$
|
54.6
|
|
Total
|
|
$
|
55.5
|
|
|
$
|
(0.9
|
)
|
|
$
|
54.6
|
|
|
|
Offsetting of derivative assets as of December 31, 2012
|
||||||||||
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of assets presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
15.7
|
|
|
$
|
(6.5
|
)
|
|
$
|
9.2
|
|
Total
|
|
$
|
15.7
|
|
|
$
|
(6.5
|
)
|
|
$
|
9.2
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
Offsetting of derivative liabilities as of December 31, 2012
|
||||||||||
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
24.4
|
|
|
$
|
(3.1
|
)
|
|
$
|
21.3
|
|
Total
|
|
$
|
24.4
|
|
|
$
|
(3.1
|
)
|
|
$
|
21.3
|
|
|
|
Notional value
|
||||||
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Instrument Type:
|
|
|
|
|
||||
Swaps
|
|
$
|
534.0
|
|
|
$
|
548.5
|
|
Forwards
|
|
10.3
|
|
|
11.5
|
|
||
Exchange traded futures contracts
|
|
0.9
|
|
|
8.1
|
|
||
Options
1
|
|
27.2
|
|
|
0.4
|
|
||
Total
|
|
$
|
572.4
|
|
|
$
|
568.5
|
|
|
|
|
|
|
||||
1
Comprised of both buy and sell positions, shown in terms of absolute value.
|
|
|
|
|
|
|
Fair value as of December 31
|
||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
0.1
|
|
|
$
|
(37.2
|
)
|
|
$
|
7.8
|
|
|
$
|
(11.8
|
)
|
Noncurrent:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
—
|
|
|
(17.4
|
)
|
|
0.6
|
|
|
(9.2
|
)
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
0.1
|
|
|
$
|
(54.6
|
)
|
|
$
|
8.4
|
|
|
$
|
(21.0
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
(0.1
|
)
|
Foreign exchange contracts
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
||||
Foreign exchange contracts
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
(0.3
|
)
|
Total derivatives
|
|
$
|
1.2
|
|
|
$
|
(54.6
|
)
|
|
$
|
9.2
|
|
|
$
|
(21.3
|
)
|
|
|
For the year ended December 31, 2013
|
||||||||||||||
|
|
Net gain (loss)
recognized in OCI
on derivative
(Effective portion) |
|
Net gain (loss) reclassified
from AOCI into income
(Effective portion) |
|
Net gain (loss) recorded in income
(Ineffective portion)
|
||||||||||
|
|
Amount
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
|
|
(In millions)
|
||||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
$
|
(75.5
|
)
|
|
Cost of goods sold
|
|
$
|
(29.4
|
)
|
|
Cost of goods sold
|
|
$
|
0.8
|
|
Total
|
|
$
|
(75.5
|
)
|
|
|
|
$
|
(29.4
|
)
|
|
|
|
$
|
0.8
|
|
|
|
For the year ended December 31, 2012
|
||||||||||||||
|
|
Net gain (loss)
recognized in OCI
on derivative
(Effective portion) |
|
Net gain (loss) reclassified
from AOCI into income
(Effective portion) |
|
Net gain (loss) recorded in income
(Ineffective portion)
|
||||||||||
|
|
Amount
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
|
|
(In millions)
|
||||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
$
|
(5.6
|
)
|
|
Cost of goods sold
|
|
$
|
(25.5
|
)
|
|
Cost of goods sold
|
|
$
|
(8.5
|
)
|
Total
|
|
$
|
(5.6
|
)
|
|
|
|
$
|
(25.5
|
)
|
|
|
|
$
|
(8.5
|
)
|
|
|
|
|
For the years ended December 31
|
||||||
|
|
|
|
2013
|
|
2012
|
||||
|
|
Location of
net gain (loss) recognized
in income on derivative
|
|
Amount of
net gain (loss) recognized
in income on derivative
|
|
Amount of
net gain (loss) recognized
in income on derivative
|
||||
|
|
|
|
(In millions)
|
||||||
Derivatives not in hedging relationship:
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
0.7
|
|
|
$
|
(0.3
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
0.1
|
|
|
0.4
|
|
||
Total
|
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Accrued excise and non-income related taxes
|
|
$
|
83.1
|
|
|
$
|
75.6
|
|
Customer deposits on containers
|
|
56.6
|
|
|
57.7
|
|
||
Insurance
|
|
11.6
|
|
|
12.6
|
|
||
Current portion of long-term debt
|
|
8.0
|
|
|
4.5
|
|
||
Other
|
|
28.8
|
|
|
21.6
|
|
||
Total other current liabilities
|
|
$
|
188.1
|
|
|
$
|
172.0
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Actuarial present value of accumulated benefit obligation
|
|
$
|
2,739.4
|
|
|
$
|
3,074.2
|
|
Change in projected benefit obligation:
|
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
|
$
|
3,110.7
|
|
|
$
|
2,867.6
|
|
Service cost
|
|
4.1
|
|
|
19.1
|
|
||
Interest cost
|
|
106.1
|
|
|
111.5
|
|
||
Curtailments loss/(gain)
|
|
0.8
|
|
|
(11.7
|
)
|
||
Actuarial (gain)/loss
|
|
(292.9
|
)
|
|
278.4
|
|
||
Benefits paid
|
|
(162.9
|
)
|
|
(154.2
|
)
|
||
Projected benefit obligation, end of year
|
|
$
|
2,765.9
|
|
|
$
|
3,110.7
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
|
$
|
2,497.0
|
|
|
$
|
2,263.2
|
|
Actual (loss)/return on plan assets
|
|
(115.1
|
)
|
|
278.8
|
|
||
Employer contributions
|
|
101.9
|
|
|
118.0
|
|
||
Administrative expenses
|
|
(8.3
|
)
|
|
(8.8
|
)
|
||
Benefits paid
|
|
(162.9
|
)
|
|
(154.2
|
)
|
||
Fair value of plan assets, end of year
|
|
$
|
2,312.6
|
|
|
$
|
2,497.0
|
|
Funded status at end of year:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(2,765.9
|
)
|
|
$
|
(3,110.7
|
)
|
Fair value of plan assets
|
|
2,312.6
|
|
|
2,497.0
|
|
||
Funded status—underfunded
|
|
$
|
(453.3
|
)
|
|
$
|
(613.7
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(2.1
|
)
|
|
$
|
(2.6
|
)
|
Noncurrent liabilities
|
|
(451.2
|
)
|
|
(611.1
|
)
|
||
Total
|
|
$
|
(453.3
|
)
|
|
$
|
(613.7
|
)
|
Amounts included in accumulated other comprehensive (income) loss:
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
914.3
|
|
|
$
|
974.6
|
|
Net prior service cost
|
|
0.4
|
|
|
0.5
|
|
||
Total
|
|
$
|
914.7
|
|
|
$
|
975.1
|
|
|
|
As of December 31
|
||||||||||
|
|
2013
|
|
2012
|
||||||||
|
|
Target
allocation
|
|
Actual
allocation
|
|
Target
allocation
|
|
Actual
allocation
|
||||
Equity securities
|
|
17.0
|
%
|
|
20.0
|
%
|
|
21.5
|
%
|
|
22.9
|
%
|
Fixed income securities
1
|
|
83.0
|
%
|
|
80.0
|
%
|
|
78.1
|
%
|
|
76.7
|
%
|
Hedge funds
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
Real estate
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
||||
1
Includes cash held in short term investment fund
|
|
|
|
|
|
|
|
|
Manager
|
|
Fund Name
|
|
Sector
|
|
% of Total Portfolio
|
|
Prudential
|
|
US Long Duration Corp Bond Fd J
|
|
Long Duration Fixed Income
|
|
12.5
|
%
|
SSgA
|
|
Russell 1000 Index Fund
|
|
US Large Cap Equity
|
|
6.6
|
%
|
Marathon
|
|
Marathon-London Group Trust
|
|
EAFE Equity - Active
|
|
3.5
|
%
|
Pyrford
|
|
Pyrford International Trust
|
|
EAFE Equity - Active
|
|
3.2
|
%
|
Amundi
|
|
Global Emerging Mkts Equity Fund
|
|
Emerging Mkts Equity
|
|
2.0
|
%
|
Robeco
|
|
Global EM Equity II Fund
|
|
Emerging Mkts Equity
|
|
2.0
|
%
|
Wellington
|
|
JPM PAG EM Debt Fund
|
|
Emerging Mkts Debt
|
|
2.0
|
%
|
Investec
|
|
Investec EM Local Currency Dynamic Debt Fund LLC
|
|
Emerging Mkts Debt
|
|
1.1
|
%
|
Wellington
|
|
WTC-CIF II PGA Core High Yield Bond Fund
|
|
Fixed Income
|
|
1.1
|
%
|
SSgA
|
|
MSCI EAFE Index Fund
|
|
EAFE Equity - Passive
|
|
0.3
|
%
|
Total
|
|
|
|
|
|
34.3
|
%
|
|
|
Fair value measurements as of December 31, 2013
|
||||||||||||||
|
|
Total
|
|
Quoted prices in active markets
(Level 1) |
|
Significant observable inputs
(Level 2) |
|
Significant unobservable inputs
(Level 3) |
||||||||
|
|
(In millions)
|
||||||||||||||
Cash—non-interest bearing
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Receivables
|
|
|
|
|
|
|
|
|
||||||||
Accrued income
|
|
12.0
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
||||
Cash collateral receivable
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
||||
Receivable for securities sold
|
|
8.1
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
||||
Total receivables
|
|
$
|
21.1
|
|
|
$
|
21.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments
|
|
|
|
|
|
|
|
|
||||||||
Cash - interest bearing
|
|
|
|
|
|
|
|
|
|
|
||||||
Invested cash
|
|
60.0
|
|
|
60.0
|
|
|
—
|
|
|
—
|
|
||||
Short-term investment funds
|
|
59.9
|
|
|
—
|
|
|
59.9
|
|
|
—
|
|
||||
Commingled funds/common/collective trusts
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
|
385.8
|
|
|
—
|
|
|
385.8
|
|
|
—
|
|
||||
Equity funds - U.S.
|
|
154.4
|
|
|
—
|
|
|
154.4
|
|
|
—
|
|
||||
Equity funds - international
|
|
253.7
|
|
|
—
|
|
|
253.7
|
|
|
—
|
|
||||
Hedge funds
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Common stock
|
|
|
|
|
|
|
|
|
||||||||
Common stock - depository receipts
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Common stock excluding depository receipts
|
|
52.3
|
|
|
52.3
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
|
||||||||
Bond fund - limited partnership
|
|
51.0
|
|
|
—
|
|
|
—
|
|
|
51.0
|
|
||||
Corporate bonds
|
|
692.0
|
|
|
—
|
|
|
687.8
|
|
|
4.2
|
|
||||
Derivative contracts - interest rate swaps
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||||
Derivative contracts - interest rate swaptions
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Foreign government bonds
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Government agency bills
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
|
—
|
|
||||
Government agency debt
|
|
55.7
|
|
|
—
|
|
|
55.7
|
|
|
—
|
|
||||
Government agency strips
|
|
8.1
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
||||
Municipal & provincial bonds
|
|
29.7
|
|
|
—
|
|
|
29.7
|
|
|
—
|
|
||||
Non-government backed collateralized obligations & MBS
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
||||
Repurchase agreements
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
||||
U.S. government bonds
|
|
124.5
|
|
|
—
|
|
|
124.5
|
|
|
—
|
|
||||
U.S. government notes
|
|
60.6
|
|
|
—
|
|
|
60.6
|
|
|
—
|
|
||||
U.S. treasury bills
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
||||
U.S. treasury strips
|
|
346.3
|
|
|
—
|
|
|
346.3
|
|
|
—
|
|
||||
Total investments
|
|
$
|
2,366.4
|
|
|
$
|
112.5
|
|
|
$
|
2,196.3
|
|
|
$
|
57.6
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Cash collateral payable
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Due for derivative contracts
|
|
(48.2
|
)
|
|
—
|
|
|
(48.2
|
)
|
|
—
|
|
||||
Due for margins
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||
Due for securities purchased
|
|
(27.6
|
)
|
|
(27.6
|
)
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
(76.1
|
)
|
|
$
|
(27.9
|
)
|
|
$
|
(48.2
|
)
|
|
$
|
—
|
|
Net assets available for benefits
|
|
$
|
2,312.6
|
|
|
$
|
106.9
|
|
|
$
|
2,148.1
|
|
|
$
|
57.6
|
|
|
|
Fair value measurements as of December 31, 2012
|
||||||||||||||
|
|
Total
|
|
Quoted prices in active markets
(Level 1) |
|
Significant observable inputs
(Level 2) |
|
Significant unobservable inputs
(Level 3) |
||||||||
|
|
(In millions)
|
||||||||||||||
Cash—non-interest bearing
|
|
$
|
12.9
|
|
|
$
|
12.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Receivables
|
|
|
|
|
|
|
|
|
||||||||
Accrued income
|
|
12.1
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
||||
Cash collateral receivable
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Receivable for withdrawal liability from third party
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||
Receivable for securities sold
|
|
27.9
|
|
|
27.9
|
|
|
—
|
|
|
—
|
|
||||
Total receivables
|
|
$
|
44.6
|
|
|
$
|
40.0
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
Investments
|
|
|
|
|
|
|
|
|
||||||||
Cash - interest bearing
|
|
|
|
|
|
|
|
|
|
|
||||||
Invested cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Short-term investment funds
|
|
38.5
|
|
|
—
|
|
|
38.5
|
|
|
—
|
|
||||
Commingled funds/common/collective trusts
|
|
|
|
|
|
|
|
|
|
|||||||
Bond funds
|
|
362.2
|
|
|
—
|
|
|
362.2
|
|
|
—
|
|
||||
Equity funds - U.S.
|
|
177.7
|
|
|
—
|
|
|
177.7
|
|
|
—
|
|
||||
Equity funds - international
|
|
314.5
|
|
|
—
|
|
|
314.5
|
|
|
—
|
|
||||
Hedge funds
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||
Real estate funds
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||
Common stock
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock - depository receipts
|
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
||||
Common stock excluding depository receipts
|
|
73.7
|
|
|
73.7
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|||||||
Bond fund - limited partnership
|
|
48.2
|
|
|
—
|
|
|
—
|
|
|
48.2
|
|
||||
Corporate bonds
|
|
770.7
|
|
|
—
|
|
|
766.2
|
|
|
4.5
|
|
||||
Derivative contracts - interest rate swaps
|
|
18.4
|
|
|
—
|
|
|
17.7
|
|
|
0.7
|
|
||||
Derivative contracts - interest rate swaptions
|
|
11.8
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
||||
Foreign government bonds
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Government agency debt
|
|
73.2
|
|
|
—
|
|
|
72.9
|
|
|
0.3
|
|
||||
Government agency strips
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
||||
Municipal & provincial bonds
|
|
36.4
|
|
|
—
|
|
|
36.4
|
|
|
—
|
|
||||
Non-government backed collateralized obligations & MBS
|
|
13.0
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
||||
U.S. government bonds
|
|
106.2
|
|
|
—
|
|
|
106.2
|
|
|
—
|
|
||||
U.S. government notes
|
|
101.4
|
|
|
—
|
|
|
101.4
|
|
|
—
|
|
||||
U.S. treasury bills
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
||||
U.S. treasury strips
|
|
294.8
|
|
|
—
|
|
|
294.8
|
|
|
—
|
|
||||
Mutual funds
|
|
|
|
|
|
|
|
|
|
|||||||
Bond funds
|
|
5.1
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
||||
Total investments
|
|
$
|
2,472.6
|
|
|
$
|
81.0
|
|
|
$
|
2,329.3
|
|
|
$
|
62.3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Cash collateral payable
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Due for derivative contracts
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
||||
Due for margins
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Due for securities purchased
|
|
(32.2
|
)
|
|
(32.2
|
)
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
(33.1
|
)
|
|
$
|
(32.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(0.1
|
)
|
Net assets available for benefits
|
|
$
|
2,497.0
|
|
|
$
|
101.6
|
|
|
$
|
2,328.6
|
|
|
$
|
66.8
|
|
|
|
For the year ended December 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||
|
|
Bond fund limited partnership
|
|
Cash collateral receivable
|
|
Cash collateral payable
|
|
Corporate bonds
|
|
Derivative IR swaps
|
|
Gov't agencies
|
|
Hedge funds
|
|
Repurchase agreement
|
|
Real
estate |
|
Receivable for withdrawal liability
|
|
Total
|
||||||||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||||||||||||||
Balance, beginning of year
|
|
$
|
48.2
|
|
|
$
|
0.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
4.5
|
|
|
$
|
0.7
|
|
|
$
|
0.3
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
4.0
|
|
|
$
|
66.8
|
|
Transfers in/(out)
beginning of year
|
|
—
|
|
|
(0.6
|
)
|
|
0.1
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||||||
Purchases and
other acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||||||||
Sales and other settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
(4.0
|
)
|
|
(13.1
|
)
|
|||||||||||
Change in unrealized
gain/(loss) (“UGL”)
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||||||||||
Change in UGL adj due to security movements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||||||
Change in UGL due
to transfer in/(out)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||||||||
Realized gain/(loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||||||||
Transfers in/(out)
end of year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||||||||||
Balance, end of year
|
|
$
|
51.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57.6
|
|
•
|
Cash (interest and non-interest bearing) (Level 1) -
Valued at cost.
|
•
|
Commingled Funds / Common / Collective Trusts - Excluding Real Estate and Hedge Funds (Level 2)
- These are trusts established for the collective investment of assets contributed from employee benefit plans maintained by more than one plan sponsor. Units are valued based on the fair value of the fund's underlying investments, with the fund valued at Net Asset Value observable only indirectly via fund managers by fund participants.
Real Estate and Hedge Funds
are valued by investment managers and independent appraisers on a periodic basis and since data is not readily observable are classified as
Level 3
.
|
•
|
Common Stock and Depository Receipts (Level 1)
- Valued using the official close, last trade, bid or ask price (all readily observable inputs) reported on the active market or exchange on which the individual securities are traded.
|
•
|
Fixed Income - (Level 2, unless priced by the Investment Manager or by a service not readily available to the public, then Level 3) -
Corporate Bonds, Non-Government Backed Collateralized Mortgage Obligations (CMOs) and Mortgage Backed Securities (MBS) are priced by brokers based on structured product markets, interest rate movements, new issue information, issuer ratings, dealer quotes, trade prices, etc., which are either directly or indirectly observable. Government Agencies, Bonds, Backed CMOs and MBS, U.S. Treasury Bills and Strips and Repurchase Agreements are priced based on dealer quotes, bond market activity, trade execution data, interest rate movements and volatilities, LIBOR/Swap forward curves and credit spreads, all of which are either directly or indirectly observable. Municipal and Provincial Bonds are priced using data obtained from market makers, brokers, dealers and analysts. Data includes information on current trades, bid-wanted lists and offerings, general information on market movements, direction, trends and specific data on specialty issues, all of which are either directly or indirectly observable.
|
•
|
Derivative Contracts - (Level 2 unless priced by Investment Manager, then Level 3)
- Unless priced by an investment manager, Credit Default Swaps and Interest Rate Forwards, Options, Swaps and Swaptions are priced using observable inputs including yields, interest rate curves and spreads. Exchange traded derivatives are typically priced using the last trade price, representing the last price at which the security was last traded on the exchange.
Futures
|
•
|
Short Term Investment Funds (STIF) (Level 2)
- Units are valued based on the fair value of the fund's underlying investments, with the fund valued at Net Asset Value observable only indirectly via fund managers by fund participants.
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
4.1
|
|
|
$
|
19.1
|
|
|
$
|
20.0
|
|
Administrative expenses
|
|
8.6
|
|
|
8.7
|
|
|
8.6
|
|
|||
Interest cost
|
|
106.1
|
|
|
111.5
|
|
|
121.4
|
|
|||
Expected return on plan assets
|
|
(147.5
|
)
|
|
(144.4
|
)
|
|
(121.0
|
)
|
|||
Amortization of prior service cost/(credit)
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Amortization of actuarial loss
|
|
29.7
|
|
|
55.2
|
|
|
63.6
|
|
|||
Curtailment loss/(gain), including termination benefits
|
|
0.8
|
|
|
(2.3
|
)
|
|
—
|
|
|||
Net periodic pension cost
|
|
$
|
1.9
|
|
|
$
|
47.7
|
|
|
$
|
92.4
|
|
|
Amount
|
||
|
(In millions)
|
||
2014
|
$
|
184.1
|
|
2015
|
174.0
|
|
|
2016
|
176.0
|
|
|
2017
|
178.6
|
|
|
2018
|
180.3
|
|
|
2019-2023
|
913.4
|
|
|
Amount
|
||
|
(In millions)
|
||
Accumulated other comprehensive loss as of December 31, 2011:
|
$
|
895.8
|
|
Amortization of prior service credit
|
0.1
|
|
|
Amortization of actuarial loss
|
(55.2
|
)
|
|
Current period actuarial loss
|
143.8
|
|
|
Curtailments
|
(9.4
|
)
|
|
Accumulated other comprehensive loss as of December 31, 2012:
|
$
|
975.1
|
|
Amortization of prior service cost
|
(0.1
|
)
|
|
Amortization of actuarial loss
|
(29.7
|
)
|
|
Current period actuarial gain
|
(30.6
|
)
|
|
Accumulated other comprehensive loss as of December 31, 2013:
|
$
|
914.7
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Components of net periodic postretirement benefit cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
14.2
|
|
|
$
|
12.6
|
|
|
$
|
11.3
|
|
Interest cost
|
|
27.7
|
|
|
31.4
|
|
|
34.1
|
|
|||
Amortization of prior service credit
|
|
(7.2
|
)
|
|
(6.1
|
)
|
|
(6.0
|
)
|
|||
Amortization of actuarial loss
|
|
11.5
|
|
|
11.8
|
|
|
4.2
|
|
|||
Special termination benefits / curtailment loss
|
|
1.5
|
|
|
—
|
|
|
0.9
|
|
|||
Net periodic postretirement benefit cost
|
|
$
|
47.7
|
|
|
$
|
49.7
|
|
|
$
|
44.5
|
|
|
|
For the year ended December 31, 2013
|
||
|
|
Former employees of Coors
|
|
Former employees of Miller
|
Discount rate
|
|
3.59%
|
|
3.59%
|
Health care cost trend rate
|
|
Ranging ratable from 7.5%
in 2013 to 5.0% in 2018 |
|
Ranging ratable from 7.5%
in 2013 to 5.0% in 2018 |
|
|
For the year ended December 31, 2012
|
||
|
|
Former employees of Coors
|
|
Former employees of Miller
|
Discount rate
|
|
4.01%
|
|
4.17%
|
Health care cost trend rate
|
|
Ranging ratable from 8.0%
in 2012 to 5.0% in 2018 |
|
Ranging ratable from 8.0%
in 2012 to 5.0% in 2018 |
|
|
For the year ended December 31, 2011
|
||
|
|
Former employees of Coors
|
|
Former employees of Miller
|
Discount rate
|
|
5.00%
|
|
5.23%
|
Health care cost trend rate
|
|
Ranging ratable from 8.4%
in 2011 to 5.0% in 2021 |
|
Ranging ratable from 8.0%
in 2011 to 5.0% in 2019 |
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Change in projected benefit obligation:
|
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
|
$
|
795.9
|
|
|
$
|
781.0
|
|
Service cost
|
|
14.2
|
|
|
12.6
|
|
||
Interest cost
|
|
27.7
|
|
|
31.4
|
|
||
Plan amendments
|
|
(21.4
|
)
|
|
(0.2
|
)
|
||
Actuarial (gain)/loss
|
|
(41.4
|
)
|
|
12.9
|
|
||
Special termination benefits / curtailment loss
|
|
1.5
|
|
|
—
|
|
||
Benefits paid
|
|
(40.8
|
)
|
|
(41.8
|
)
|
||
Projected benefit obligation, end of year
|
|
$
|
735.7
|
|
|
$
|
795.9
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
40.8
|
|
|
41.8
|
|
||
Benefits paid
|
|
(40.8
|
)
|
|
(41.8
|
)
|
||
Fair value of plan assets, end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(735.7
|
)
|
|
$
|
(795.9
|
)
|
Fair value of plan assets
|
|
—
|
|
|
—
|
|
||
Funded status—unfunded
|
|
$
|
(735.7
|
)
|
|
$
|
(795.9
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(45.6
|
)
|
|
$
|
(44.3
|
)
|
Noncurrent liabilities
|
|
(690.1
|
)
|
|
(751.6
|
)
|
||
Total
|
|
$
|
(735.7
|
)
|
|
$
|
(795.9
|
)
|
Amounts included in accumulated other comprehensive (income) loss:
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
110.7
|
|
|
$
|
163.6
|
|
Prior service credit
|
|
(31.5
|
)
|
|
(17.3
|
)
|
||
Total
|
|
$
|
79.2
|
|
|
$
|
146.3
|
|
|
|
As of December 31, 2013
|
||
|
|
Former employees of Coors
|
|
Former employees of Miller
|
Discount rate
|
|
4.42%
|
|
4.42%
|
Health care cost trend rate
|
|
Ranging ratable from 7.0%
in 2014 to 5.0% in 2018
|
|
Ranging ratable from 7.0%
in 2014 to 5.0% in 2018 |
|
|
As of December 31, 2012
|
||
|
|
Former employees of Coors
|
|
Former employees of Miller
|
Discount rate
|
|
3.59%
|
|
3.59%
|
Health care cost trend rate
|
|
Ranging ratable from 7.5%
in 2013 to 5.0% in 2018 |
|
Ranging ratable from 7.5%
in 2013 to 5.0% in 2018 |
|
|
1% increase
|
|
1% decrease
|
||||
|
|
(In millions)
|
||||||
Effect on total of service and interest cost components of expense
|
|
$
|
5.5
|
|
|
$
|
(4.4
|
)
|
Effect on postretirement benefit obligation
|
|
66.2
|
|
|
(55.7
|
)
|
|
Amount
|
||
|
(In millions)
|
||
2014
|
$
|
45.7
|
|
2015
|
47.0
|
|
|
2016
|
47.9
|
|
|
2017
|
48.7
|
|
|
2018
|
51.0
|
|
|
2019-2023
|
242.0
|
|
|
Amount
|
||
|
(In millions)
|
||
Accumulated other comprehensive loss as of December 31, 2011:
|
$
|
139.3
|
|
Amortization of prior service credit
|
6.1
|
|
|
Amortization of actuarial loss
|
(11.8
|
)
|
|
Current period actuarial loss
|
12.9
|
|
|
Plan amendments
|
(0.2
|
)
|
|
Accumulated other comprehensive loss as of December 31, 2012:
|
$
|
146.3
|
|
Amortization of prior service credit
|
7.2
|
|
|
Amortization of actuarial loss
|
(11.5
|
)
|
|
Current period actuarial gain
|
(41.4
|
)
|
|
Plan amendments
|
(21.4
|
)
|
|
Accumulated other comprehensive loss as of December 31, 2013:
|
$
|
79.2
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
RMMC joint venture 7.2% notes
|
|
$
|
—
|
|
|
$
|
4.5
|
|
RMMC joint venture borrowings
|
|
8.0
|
|
|
16.0
|
|
||
Promissory notes
|
|
2.6
|
|
|
3.1
|
|
||
Total long-term debt (including current portion)
|
|
$
|
10.6
|
|
|
$
|
23.6
|
|
Less: current portion of long-term debt
|
|
(8.0
|
)
|
|
(4.5
|
)
|
||
Long-term debt
|
|
$
|
2.6
|
|
|
$
|
19.1
|
|
|
Amount
|
||
|
(In millions)
|
||
2014
|
$
|
8.0
|
|
2015
|
—
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
Thereafter
|
2.6
|
|
|
Total
|
$
|
10.6
|
|
|
Number of
shares
|
|
Class A
|
|
|
Miller (par value $.001 per share)
|
420,000
|
|
Coors (par value $.001 per share)
|
420,000
|
|
|
840,000
|
|
Class B
|
|
|
Miller (par value $.001 per share)
|
160,000
|
|
|
|
Gain (loss) on derivative instruments
|
|
Pension and other postretirement benefit adjustments
|
|
Accumulated other comprehensive income (loss)
|
||||||
|
|
(In millions)
|
||||||||||
Balance as of December 31, 2012
|
|
$
|
(6.9
|
)
|
|
$
|
(1,121.4
|
)
|
|
$
|
(1,128.3
|
)
|
Unrealized loss on derivative instruments
|
|
(75.5
|
)
|
|
—
|
|
|
(75.5
|
)
|
|||
Reclassification of derivative losses to income (Cost of goods sold)
|
|
29.4
|
|
|
—
|
|
|
29.4
|
|
|||
Current period actuarial gain
|
|
—
|
|
|
72.0
|
|
|
72.0
|
|
|||
Prior service credit/plan amendments
|
|
—
|
|
|
21.4
|
|
|
21.4
|
|
|||
Amortization of net prior service credits and net actuarial losses to income
|
|
—
|
|
|
34.1
|
|
|
34.1
|
|
|||
Net current-period other comprehensive (loss) income
|
|
$
|
(46.1
|
)
|
|
$
|
127.5
|
|
|
$
|
81.4
|
|
Balance as of December 31, 2013
|
|
$
|
(53.0
|
)
|
|
$
|
(993.9
|
)
|
|
$
|
(1,046.9
|
)
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
To Miller
|
|
$
|
1.2
|
|
|
$
|
1.8
|
|
|
$
|
1.5
|
|
To Molson Coors
|
|
1.1
|
|
|
1.2
|
|
|
1.3
|
|
|||
From Molson Coors
|
|
2.5
|
|
|
3.7
|
|
|
6.0
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Sales of beer to Miller Brewing International
|
|
$
|
90.5
|
|
|
$
|
88.1
|
|
|
$
|
75.1
|
|
Sales of beer to Molson Coors
|
|
19.2
|
|
|
13.1
|
|
|
11.7
|
|
|||
Purchases of beer from Molson Coors
|
|
16.6
|
|
|
18.9
|
|
|
27.5
|
|
|||
Purchases of beer from SABMiller
|
|
36.0
|
|
|
36.8
|
|
|
38.3
|
|
|||
Sales of hops to SABMiller
|
|
2.7
|
|
|
2.2
|
|
|
2.4
|
|
|||
Purchase of noncontrolling interest from SABMiller
1
|
|
—
|
|
|
21.4
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
1
In 2012, the Company purchased the remaining 49.9% interest in Foster's USA, LLC from SABMiller, bringing the Company's total ownership to 100%.
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Miller
|
|
$
|
18.2
|
|
|
$
|
17.1
|
|
Molson Coors
|
|
6.4
|
|
|
3.3
|
|
||
SABMiller and subsidiaries
|
|
1.4
|
|
|
1.9
|
|
||
Total
|
|
$
|
26.0
|
|
|
$
|
22.3
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Molson Coors and subsidiaries
|
|
$
|
2.0
|
|
|
$
|
2.5
|
|
Miller Brewing Company and subsidiaries
|
|
—
|
|
|
0.3
|
|
||
SABMiller and subsidiaries
|
|
5.9
|
|
|
2.9
|
|
||
Other
|
|
4.7
|
|
|
3.0
|
|
||
Total
|
|
$
|
12.6
|
|
|
$
|
8.7
|
|
|
Amount
|
||
|
(In millions)
|
||
2014
|
$
|
17.4
|
|
2015
|
12.0
|
|
|
2016
|
9.6
|
|
|
2017
|
7.8
|
|
|
2018
|
6.8
|
|
|
Thereafter
|
32.1
|
|
|
Total
|
$
|
85.7
|
|
|
Amount
|
||
|
(In millions)
|
||
2014
|
$
|
128.6
|
|
2015
|
129.2
|
|
|
2016
|
106.3
|
|
|
2017
|
80.9
|
|
|
2018
|
47.2
|
|
|
Thereafter
|
83.3
|
|
|
Total
|
$
|
575.5
|
|
|
|
As of December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Shares issued during the year
|
|
1,872,546
|
|
|
2,199,858
|
|
|
1,681,582
|
|
|||
Unvested shares
|
|
3,614,595
|
|
|
3,619,045
|
|
|
3,087,199
|
|
|||
Weighted average fair value (per share)
|
|
$
|
14.19
|
|
|
$
|
12.72
|
|
|
$
|
10.20
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
SARs
|
|
$
|
10.9
|
|
|
$
|
16.8
|
|
|
$
|
(2.1
|
)
|
Performance shares
|
|
24.4
|
|
|
0.6
|
|
|
11.7
|
|
|||
Total
|
|
$
|
35.3
|
|
|
$
|
17.4
|
|
|
$
|
9.6
|
|
|
|
SARs
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life
|
|
Aggregate intrinsic value
|
||||||
|
|
|
|
(Per share)
|
|
(Years)
|
|
(In millions)
|
||||||
MillerCoors SARs
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2012
|
|
6,133,014
|
|
|
$
|
10.64
|
|
|
7.3
|
|
|
$
|
12.8
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
|
(894,690
|
)
|
|
10.38
|
|
|
|
|
|
||||
Forfeited
|
|
(347,052
|
)
|
|
10.88
|
|
|
|
|
|
||||
As of December 31, 2013
|
|
4,891,272
|
|
|
$
|
10.67
|
|
|
6.6
|
|
|
$
|
17.2
|
|
|
|
|
|
|
|
|
|
|
||||||
Shareholder SARs
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
438,858
|
|
|
46.27
|
|
|
|
|
|
||||
Exercised
|
|
(425
|
)
|
|
45.87
|
|
|
|
|
|
||||
Forfeited
|
|
(31,702
|
)
|
|
45.88
|
|
|
|
|
|
||||
As of December 31, 2013
|
|
406,731
|
|
|
$
|
47.52
|
|
|
9.3
|
|
|
$
|
2.9
|
|
|
|
SARs
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life
|
|
Aggregate intrinsic value
|
||||||
|
|
|
|
(Per share)
|
|
(Years)
|
|
(In millions)
|
||||||
MillerCoors SARs
|
|
|
|
|
|
|
|
|
||||||
SARs exercisable
|
|
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
3,841,593
|
|
|
$
|
10.65
|
|
|
6.3
|
|
|
$
|
13.6
|
|
December 31, 2012
|
|
2,697,505
|
|
|
10.54
|
|
|
6.3
|
|
|
5.9
|
|
||
SARs unvested
|
|
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
1,049,679
|
|
|
$
|
10.73
|
|
|
8.0
|
|
|
$
|
3.6
|
|
December 31, 2012
|
|
3,435,509
|
|
|
10.72
|
|
|
8.2
|
|
|
6.9
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Shareholder SARs
|
|
|
|
|
|
|
|
|
||||||
SARs exercisable
|
|
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 31, 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
SARs unvested
|
|
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
406,731
|
|
|
$
|
47.52
|
|
|
9.3
|
|
|
$
|
2.9
|
|
December 31, 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|