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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, 2014
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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, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class A Common Stock—2,559,794 shares
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Class B Common Stock—162,861,262 shares
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Class A Exchangeable Shares—2,894,040 shares
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Class B Exchangeable Shares—17,567,143 shares
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Page
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Market Capitalization
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(In billions)
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Anheuser-Busch InBev SA/NV ("ABI")
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$
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180.6
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SABMiller plc ("SABMiller")
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$
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84.5
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Heineken N.V. ("Heineken")
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$
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40.7
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MCBC
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$
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14.2
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Carlsberg Group ("Carlsberg")
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$
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12.1
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2014
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2013
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2012
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2011
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2010
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|||||
Aluminum cans
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|
49
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%
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46
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%
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|
42
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%
|
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39
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%
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34
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%
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Bottles
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40
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%
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43
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%
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|
47
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%
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|
51
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%
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|
56
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%
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Stainless steel kegs
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|
11
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%
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|
11
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%
|
|
11
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%
|
|
10
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%
|
|
10
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%
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2013
|
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2012
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2011
|
|
2010
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2009
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|||||
Beer
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48
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%
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|
49
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%
|
|
50
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%
|
|
51
|
%
|
|
51
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%
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Other alcohol beverages
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52
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%
|
|
51
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%
|
|
50
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%
|
|
49
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%
|
|
49
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%
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2014
|
|
2013
|
|
2012
|
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2011
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2010
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|||||
MCBC share
(1)
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37
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%
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39
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%
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|
40
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%
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|
41
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%
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|
42
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%
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ABI share
(1)
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43
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%
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40
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%
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|
41
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%
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|
41
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%
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|
41
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%
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Others' share
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21
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%
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|
20
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%
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|
19
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%
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18
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%
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|
17
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%
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(1)
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The decrease in MCBC share and increase in ABI share from 2013 to 2014 is primarily the result of ABI's acquisition of Grupo Modelo S.A.B. de C.V. ("Modelo") in 2013. Subsequent to the termination of Modelo Molson Imports, L.P.
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2013
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2012
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2011
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2010
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2009
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|||||
Beer
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52
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%
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53
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%
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53
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%
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54
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%
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55
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%
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Other alcohol beverages
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48
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%
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47
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%
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47
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%
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46
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%
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45
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%
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2014
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2013
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2012
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2011
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2010
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MillerCoors share
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27
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%
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28
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%
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29
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%
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29
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%
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30
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%
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ABI share
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46
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%
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47
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%
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|
48
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%
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|
48
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%
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|
50
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%
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Others' share
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27
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%
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|
25
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%
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|
23
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%
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|
23
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%
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|
20
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%
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2013
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2012
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2011
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2010
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2009
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|||||
Beer
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35
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%
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35
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%
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|
35
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%
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|
35
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%
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36
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%
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Other alcohol beverages
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65
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%
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|
65
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%
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65
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%
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|
65
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%
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64
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%
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2014
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2013
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2012
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2011
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2010
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|||||
MCBC share
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20
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%
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20
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%
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20
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%
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|
20
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%
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21
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%
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Primary competitors' share
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59
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%
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59
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%
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60
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%
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60
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%
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59
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%
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Others' share
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21
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%
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21
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%
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|
20
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%
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20
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%
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20
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%
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Name
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Age
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Position
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Mark R. Hunter
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52
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President, Chief Executive Officer and a Director of MillerCoors LLC
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Krishnan Anand
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57
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President and Chief Executive Officer of Molson Coors International
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Peter H. Coors
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68
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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 F. Glendinning
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49
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President and Chief Executive Officer of Molson Coors Canada
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Gavin D. Hattersley
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52
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Chief Financial Officer and a Director of MillerCoors LLC
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Simon J. Cox
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47
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President and Chief Executive Officer of Molson Coors Europe
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Celso L. White
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53
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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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56
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Chief People and Legal Officer, Corporate Secretary and a Director of MillerCoors LLC
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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)(5)
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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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|
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Haskovo, Bulgaria
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Brewing and packaging
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|
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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
|
|
|
Tadcaster Brewery, Yorkshire, U.K.
(1)
|
|
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.
(5)
|
|
Malting facility
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Distribution warehouses
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Europe
(6)
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Distribution centers
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MCI Segment
|
||||
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 77% of our Canada production. The Burton-on-Trent, Alton, Apatin, Prague, Ploiesti and Tadcaster breweries collectively account for approximately 76% 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 seven warehouses throughout Canada, excluding the Québec Province.
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(5)
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As part of a strategic review of our European supply chain network and following the notice of termination of our distribution agreement with Heineken in the U.K., management has made a proposal to close our brewing facility in
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(6)
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We own 16 distribution centers, lease 16 additional distribution centers, own four warehouses and lease four additional warehouses throughout Europe.
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Title of class
|
|
Number of record
security holders
|
Class A common stock, $0.01 par value
|
|
26
|
Class B common stock, $0.01 par value
|
|
2,912
|
Class A exchangeable shares
|
|
243
|
Class B exchangeable shares
|
|
2,550
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2014
|
|
|
|
|
|
|
||||||
First quarter
|
|
$
|
58.25
|
|
|
$
|
51.64
|
|
|
$
|
0.37
|
|
Second quarter
|
|
$
|
75.32
|
|
|
$
|
57.68
|
|
|
$
|
0.37
|
|
Third quarter
|
|
$
|
77.16
|
|
|
$
|
67.69
|
|
|
$
|
0.37
|
|
Fourth quarter
|
|
$
|
102.40
|
|
|
$
|
68.56
|
|
|
$
|
0.37
|
|
2013
|
|
|
|
|
|
|
||||||
First quarter
|
|
$
|
49.03
|
|
|
$
|
41.75
|
|
|
$
|
0.32
|
|
Second quarter
|
|
$
|
52.88
|
|
|
$
|
48.00
|
|
|
$
|
0.32
|
|
Third quarter
|
|
$
|
53.26
|
|
|
$
|
46.94
|
|
|
$
|
0.32
|
|
Fourth quarter
|
|
$
|
55.72
|
|
|
$
|
50.20
|
|
|
$
|
0.32
|
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2014
|
|
|
|
|
|
|
||||||
First quarter
|
|
$
|
59.15
|
|
|
$
|
50.95
|
|
|
$
|
0.37
|
|
Second quarter
|
|
$
|
75.54
|
|
|
$
|
56.60
|
|
|
$
|
0.37
|
|
Third quarter
|
|
$
|
77.68
|
|
|
$
|
66.95
|
|
|
$
|
0.37
|
|
Fourth quarter
|
|
$
|
77.93
|
|
|
$
|
66.46
|
|
|
$
|
0.37
|
|
2013
|
|
|
|
|
|
|
||||||
First quarter
|
|
$
|
49.28
|
|
|
$
|
41.26
|
|
|
$
|
0.32
|
|
Second quarter
|
|
$
|
53.35
|
|
|
$
|
46.95
|
|
|
$
|
0.32
|
|
Third quarter
|
|
$
|
53.70
|
|
|
$
|
47.17
|
|
|
$
|
0.32
|
|
Fourth quarter
|
|
$
|
56.49
|
|
|
$
|
49.43
|
|
|
$
|
0.32
|
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2014
|
|
|
|
|
|
|
|
|||||
First quarter
|
|
CAD
|
64.05
|
|
|
CAD
|
60.99
|
|
|
$
|
0.37
|
|
Second quarter
|
|
CAD
|
82.11
|
|
|
CAD
|
66.00
|
|
|
$
|
0.37
|
|
Third quarter
|
|
CAD
|
86.00
|
|
|
CAD
|
75.02
|
|
|
$
|
0.37
|
|
Fourth quarter
|
|
CAD
|
88.88
|
|
|
CAD
|
81.00
|
|
|
$
|
0.37
|
|
2013
|
|
|
|
|
|
|
|
|||||
First quarter
|
|
CAD
|
52.10
|
|
|
CAD
|
41.86
|
|
|
$
|
0.32
|
|
Second quarter
|
|
CAD
|
54.00
|
|
|
CAD
|
48.86
|
|
|
$
|
0.32
|
|
Third quarter
|
|
CAD
|
54.66
|
|
|
CAD
|
52.04
|
|
|
$
|
0.32
|
|
Fourth quarter
|
|
CAD
|
59.09
|
|
|
CAD
|
51.01
|
|
|
$
|
0.32
|
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2014
|
|
|
|
|
|
|
||||||
First quarter
|
|
CAD
|
66.00
|
|
|
CAD
|
56.50
|
|
|
$
|
0.37
|
|
Second quarter
|
|
CAD
|
82.01
|
|
|
CAD
|
62.10
|
|
|
$
|
0.37
|
|
Third quarter
|
|
CAD
|
87.00
|
|
|
CAD
|
75.76
|
|
|
$
|
0.37
|
|
Fourth quarter
|
|
CAD
|
90.48
|
|
|
CAD
|
77.00
|
|
|
$
|
0.37
|
|
2013
|
|
|
|
|
|
|
||||||
First quarter
|
|
CAD
|
50.50
|
|
|
CAD
|
41.01
|
|
|
$
|
0.32
|
|
Second quarter
|
|
CAD
|
54.69
|
|
|
CAD
|
49.25
|
|
|
$
|
0.32
|
|
Third quarter
|
|
CAD
|
55.49
|
|
|
CAD
|
50.00
|
|
|
$
|
0.32
|
|
Fourth quarter
|
|
CAD
|
59.75
|
|
|
CAD
|
51.06
|
|
|
$
|
0.32
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
Molson Coors
|
|
$
|
100.00
|
|
|
$
|
116.94
|
|
|
$
|
102.92
|
|
|
$
|
104.09
|
|
|
$
|
137.79
|
|
|
$
|
186.98
|
|
S&P 500
|
|
100.00
|
|
|
$
|
113.84
|
|
|
$
|
116.35
|
|
|
$
|
132.72
|
|
|
$
|
171.35
|
|
|
$
|
194.79
|
|
|
Peer Group
(1)
|
|
100.00
|
|
|
$
|
116.88
|
|
|
$
|
120.54
|
|
|
$
|
163.34
|
|
|
$
|
188.11
|
|
|
$
|
225.52
|
|
(1)
|
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.
|
|
|
2014
|
|
2013
(1)
|
|
2012
(1)(2)
|
|
2011
(1)
|
|
2010
(1)(3)
|
||||||||||
|
|
(In millions, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
4,146.3
|
|
|
$
|
4,206.1
|
|
|
$
|
3,916.5
|
|
|
$
|
3,515.7
|
|
|
$
|
3,254.4
|
|
Net income from continuing operations attributable to MCBC
|
|
$
|
513.5
|
|
|
$
|
565.3
|
|
|
$
|
441.5
|
|
|
$
|
674.0
|
|
|
$
|
634.4
|
|
Net income from continuing operations attributable to MCBC per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
2.78
|
|
|
$
|
3.09
|
|
|
$
|
2.44
|
|
|
$
|
3.65
|
|
|
$
|
3.41
|
|
Diluted
|
|
$
|
2.76
|
|
|
$
|
3.07
|
|
|
$
|
2.43
|
|
|
$
|
3.62
|
|
|
$
|
3.39
|
|
Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
13,996.3
|
|
|
$
|
15,580.1
|
|
|
$
|
16,212.2
|
|
|
$
|
12,423.8
|
|
|
$
|
12,697.6
|
|
Current portion of long-term debt and short-term borrowings
|
|
$
|
849.4
|
|
|
$
|
586.9
|
|
|
$
|
1,245.6
|
|
|
$
|
46.9
|
|
|
$
|
1.1
|
|
Long-term debt
|
|
$
|
2,337.1
|
|
|
$
|
3,213.0
|
|
|
$
|
3,422.5
|
|
|
$
|
1,914.9
|
|
|
$
|
1,959.6
|
|
Other information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share of common stock
|
|
$
|
1.48
|
|
|
$
|
1.28
|
|
|
$
|
1.28
|
|
|
$
|
1.24
|
|
|
$
|
1.08
|
|
(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 end 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 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.
|
(3)
|
During the second quarter of 2014, we identified that we had incorrectly omitted the recognition of a liability for specific uncertain tax positions related to fiscal year 2010 that resulted in an immaterial misstatement of income tax expense within the consolidated statement of operations for the year ended December 25, 2010, as well as the liability for unrecognized tax benefits and retained earnings within the consolidated balance sheets at December 31, 2013, December 29, 2012, December 31, 2011, and December 25, 2010. We determined the impact of the correction of this error to be too significant to record within our second quarter 2014 results and, therefore, revised our historical statement of operations and balance sheets accordingly. To correct for this error, we have revised the impacted line items reported above, as well as the unrecognized tax benefits and retained earnings in the consolidated balance sheet as of December 31, 2013. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 7, "Income Tax"
of the Notes to the Consolidated Financial Statements ("Notes") for additional information.
|
•
|
Net income from continuing operations attributable to MCBC of
$513.5 million
, or
$2.76
per diluted share, decreased
9.2%
from a year ago, primarily due to a $124.4 million increase in net special charges versus the prior year, driven by increased impairments of intangible assets in 2014, partially offset by termination fee income associated with our MMI joint venture in Canada. Additionally, underlying after-tax income of
$768.5 million
, or
$4.13
per diluted share, increased
5.7%
and underlying EBITDA increased
0.1%
compared to
2013
, primarily due to an increase in underlying income in Europe and the U.S., partially offset by lower underlying income in Canada. Our underlying income excludes special and other non-core gains, losses and expenses that net to a
$317.4 million
pretax charge, as explained below.
|
•
|
Worldwide beer volume for MCBC in
2014
decreased
1.3%
compared to
2013
, primarily due to lower volumes in the U.S. and Canada, partially offset by increased volumes from MCI. Additionally, consolidated net sales decreased
1.4%
compared to
2013
, driven by negative impacts of changes in foreign currency exchange rates and lower volumes in Canada, partially offset by positive sales mix in Europe.
|
•
|
We generated cash flow from operating activities of
$1,272.6 million
, representing an
8.9%
increase from
$1,168.2 million
in
2013
and a
29.4%
increase from
$983.7 million
in
2012
. Underlying free cash flow in
2014
was
$956.7 million
, compared to
$892.0 million
in
2013
, representing an
increase
of
7.3%
. These increases in operating cash flow and underlying free cash flow are driven by increased distributions from our investment in MillerCoors, as well as lower cash paid for pension contributions, capital expenditures, interest and taxes, along with higher underlying income, after considering non-cash impairments and other non-cash add-backs. These increases were partially offset by a decreased benefit from changes in net working capital.
|
•
|
We decreased our total outstanding debt balances by
$613.4 million
during the year, primarily due to the repayment of our outstanding commercial paper borrowings and borrowings on our Euro credit facility, as well as the final repayment of the amounts initially withheld from the repayment of the
€500 million
convertible note, partially offset by increased balances on our overdraft facility. Additionally, the net underfunded position of our pension and other postretirement benefit plans, excluding those of MillerCoors and other equity method investments, increased by
$91.1 million
, primarily driven by the decrease in the weighted-average discount rates used, as well as decreased employer contributions and updates to published mortality tables. This increase was partially offset by changes in foreign exchange rates and the performance of our plan assets exceeding the expected return for our funded plans. We also repaid our remaining outstanding cross currency swaps for approximately
$65.2 million
.
|
•
|
Regional financial highlights:
|
•
|
In our Canada segment, we drove positive pricing and sales mix, achieved significant cost savings, and invested in improving the efficiency of our brewery network
.
Our income from continuing operations before income taxes in Canada increased in 2014 compared to 2013 by
12.0%
to
$406.8 million
, due to income received from the termination of our MMI joint venture, recorded within special items. Our underlying pretax income decreased by
7.1%
to
$365.0 million
, due to unfavorable foreign currency movements and the impact
|
•
|
In the U.S., MillerCoors grew net sales per hectoliter and increased the percent of sales in above premium, while working to restore growth to
Coors Light
and
Miller Lite
. In the fourth quarter of 2014,
Miller Lite
increased sales to retail for the first time since 2007, benefiting from a redesign based on the brand’s authenticity and heritage. In 2014, the above premium segment continued to grow with higher-margin brands like
Redd’s, Blue Moon
and
Leinenkugel’s Summer Shandy
. Our
2014
equity income in MillerCoors increased
4.2%
to
$561.8 million
, while underlying equity income in MillerCoors increased
2.8%
to
$562.4 million
compared to
2013
, primarily driven by higher net pricing, favorable brand mix and cost savings, partially offset by commodity and brewery inflation and lower fixed cost absorption.
|
•
|
In our Europe segment, although consumer demand remained weak, our business delivered higher net sales and underlying pretax earnings. Additionally, despite the weak economy and significant flooding in some of our highest share markets, we maintained market share across the region versus the prior year on the strength of our core brands, above-premium portfolio and innovation. In addition to the core brand performances mentioned below, our craft and above-premium brands performed well, with
Cobra, Coors Light, Doom Bar
and
Staropramen
outside the Czech Republic leading the growth. In
2014
we reported a loss from continuing operations before income taxes of
$111.9 million
, versus income from continuing operations of
$34.3 million
in
2013
. The decrease from 2013 is attributable to an impairment charge of
$360.0 million
recognized in 2014 related to indefinite-lived intangible brand assets compared to an impairment charge of
$150.9 million
in 2013. Underlying income of
$242.7 million
increased by
13.8%
, compared to
$213.3 million
in
2013
, due to higher net sales, as well as lower supply chain costs and lower general and administrative expenses, partially offset by the negative impact of a mix shift toward higher-cost products and packages and increased marketing investments.
|
•
|
In our MCI segment, we drove significant growth in terms of volume, net sales and gross profit in 2014, despite the continuing challenges in Ukraine and Russia. Our
2014
loss from continuing operations before income taxes increased by
12.7%
to
$13.3 million
, driven by a gain classified as specials items recognized on the sale of our MC Si'hai joint venture in China during the fourth quarter of 2013, along with an increase in marketing investment behind our brands versus 2013. We reduced our underlying pretax loss by
17.9%
versus 2013, as a result of strong top-line growth and cost control.
|
•
|
Core brand highlights:
|
•
|
Carling
, the number one beer brand in the U.K. and the largest brand in our Europe segment, declined slightly in terms of volume in the year, primarily due to the after-effects of some aggressive World Cup competitor pricing during the second and third quarters of 2014.
|
•
|
Coors Light
global volume (including our proportional percentage of MillerCoors'
Coors Light
volumes) increased 1.9% versus 2013.
Coors Light
grew volume more than 20% in the U.K., where it is now our second largest brand, and it is growing even faster in our Latin American markets. Due to continued competitive and industry pressures,
Coors Light
declined in Canada and the U.S.
|
•
|
Molson Canadian
in Canada decreased slightly in terms of volume and market share in 2014, but held share in its segment and had stronger 2014 activations, as well as strong net sales per hectoliter growth.
|
•
|
Staropramen
volume decreased overall in 2014 versus 2013, mainly driven by overall industry declines and challenges in Czech Republic,
Staropramen's
primary market, as well as declines in our international markets of Russia and Ukraine, as a result of political and economic instability. Despite severe flooding in Central Europe this year, above premium
Staropramen
(outside of Czech Republic) grew volume and share in the region and achieved growth in certain international markets.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||
Volume in hectoliters
|
30.445
|
|
|
(0.2
|
)%
|
|
30.521
|
|
|
20.4
|
%
|
|
25.343
|
|
|||
Net sales
|
$
|
4,146.3
|
|
|
(1.4
|
)%
|
|
$
|
4,206.1
|
|
|
7.4
|
%
|
|
$
|
3,916.5
|
|
Net income attributable to MCBC from continuing operations
|
$
|
513.5
|
|
|
(9.2
|
)%
|
|
$
|
565.3
|
|
|
28.0
|
%
|
|
$
|
441.5
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items, net
(1)
|
324.4
|
|
|
62.2
|
%
|
|
200.0
|
|
|
145.7
|
%
|
|
81.4
|
|
|||
42% of MillerCoors special items, net of tax
(2)
|
0.6
|
|
|
(92.8
|
)%
|
|
8.3
|
|
|
(38.1
|
)%
|
|
13.4
|
|
|||
Acquisition, integration and financing related costs
(3)
|
—
|
|
|
(100.0
|
)%
|
|
10.7
|
|
|
(93.7
|
)%
|
|
170.5
|
|
|||
Unrealized mark-to-market (gains) and losses
(4)
|
3.7
|
|
|
(76.0
|
)%
|
|
15.4
|
|
|
20.3
|
%
|
|
12.8
|
|
|||
Other non-core items
(5)
|
(11.3
|
)
|
|
(51.9
|
)%
|
|
(23.5
|
)
|
|
N/M
|
|
|
(5.0
|
)
|
|||
Tax impact of Serbia statutory tax rate increase
(6)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100.0
|
)%
|
|
38.3
|
|
|||
Noncontrolling interest effect on special items
(7)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100.0
|
)%
|
|
(5.1
|
)
|
|||
Tax effect on special and non-GAAP items
(8)
|
(62.4
|
)
|
|
27.1
|
%
|
|
(49.1
|
)
|
|
31.6
|
%
|
|
(37.3
|
)
|
|||
Non-GAAP: Underlying income attributable to MCBC from continuing operations, net of tax
|
$
|
768.5
|
|
|
5.7
|
%
|
|
$
|
727.1
|
|
|
2.3
|
%
|
|
$
|
710.5
|
|
Net income attributable to MCBC per diluted share from continuing operations
|
$
|
2.76
|
|
|
(10.1
|
)%
|
|
$
|
3.07
|
|
|
26.3
|
%
|
|
$
|
2.43
|
|
Non-GAAP: Underlying net income attributable to MCBC per diluted share from continuing operations
|
$
|
4.13
|
|
|
4.6
|
%
|
|
$
|
3.95
|
|
|
1.0
|
%
|
|
$
|
3.91
|
|
(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. Special items for the year ended
December 31, 2014
includes accelerated amortization expense of
$4.9 million
and accelerated depreciation expense of
$4.0 million
, which are included in our adjustments to arrive at underlying EBITDA in the table below.
|
(2)
|
See "Results of Operations", "United States Segment" under the sub-heading "
Special Items
" in this section for additional information. There were no tax effects related to our share of MillerCoors special items in
2014
,
2013
or
2012
.
|
(3)
|
In connection with the acquisition of StarBev in 2012 ("Acquisition"), we recognized fees in marketing, general and administrative expenses of
$10.7 million
and $40.2 million in 2013 and 2012, respectively, of which $2.3 million was recorded as depreciation expense in 2013.
|
(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 unrealized gains of
$0.5 million
and unrealized losses of
$2.4 million
and
$23.8 million
during
2014
,
2013
and
2012
, respectively, related to foreign currency movements on this Convertible Note. We additionally recorded a net loss within other income (expense) 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)
|
In
2014
, we recognized a gain of $11.3 million within marketing, general and administrative expenses related to the release of an indirect tax reserve recorded in conjunction with the initial purchase accounting for the Acquisition and is related to the settlement of certain local country regulatory matters associated with pre-acquisition periods.
|
(6)
|
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.
|
(7)
|
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 to the goodwill impairment charge in our MC Si'hai joint venture, for which we subsequently sold our ownership interest in 2013.
|
(8)
|
The effect of taxes on the adjustments used to arrive at underlying net income, a non-GAAP measure, is calculated based on applying the 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. Additionally, the adjustment for 2014 includes an income tax benefit of $16.2 million recognized in the first quarter of 2014 related to the release of an
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||
Net income attributable to MCBC from continuing operations
|
$
|
513.5
|
|
|
(9.2
|
)%
|
|
$
|
565.3
|
|
|
28.0
|
%
|
|
$
|
441.5
|
|
Add: Net income (loss) attributable to noncontrolling interests
|
3.8
|
|
|
(26.9
|
)%
|
|
5.2
|
|
|
N/M
|
|
|
(3.9
|
)
|
|||
Net income (loss) from continuing operations
|
$
|
517.3
|
|
|
(9.3
|
)%
|
|
$
|
570.5
|
|
|
30.4
|
%
|
|
$
|
437.6
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Add: Interest expense (income), net
|
133.7
|
|
|
(21.4
|
)%
|
|
170.1
|
|
|
(8.1
|
)%
|
|
185.0
|
|
|||
Add: Income tax expense (benefit)
|
69.0
|
|
|
(17.9
|
)%
|
|
84.0
|
|
|
(45.6
|
)%
|
|
154.5
|
|
|||
Add: Depreciation and amortization
|
313.0
|
|
|
(2.3
|
)%
|
|
320.5
|
|
|
17.5
|
%
|
|
272.7
|
|
|||
Adjustments included in underlying income
(1)
|
316.8
|
|
|
56.4
|
%
|
|
202.6
|
|
|
(22.0
|
)%
|
|
259.7
|
|
|||
Adjustments to arrive at underlying EBITDA
(2)
|
(8.9
|
)
|
|
15.6
|
%
|
|
(7.7
|
)
|
|
(82.0
|
)%
|
|
(42.8
|
)
|
|||
Adjustments to arrive at underlying EBITDA related to our investment in MillerCoors
(3)
|
129.6
|
|
|
0.9
|
%
|
|
128.5
|
|
|
(2.1
|
)%
|
|
131.2
|
|
|||
Non-GAAP: Underlying EBITDA
|
$
|
1,470.5
|
|
|
0.1
|
%
|
|
$
|
1,468.5
|
|
|
5.1
|
%
|
|
$
|
1,397.9
|
|
(1)
|
Includes adjustments to non-GAAP underlying income within the table above related to special and non-core items.
|
(2)
|
Represents adjustments to remove amounts related to interest, depreciation and amortization included in the adjustments to non-GAAP underlying income above, as these items are added back as adjustments to net income attributable to MCBC from continuing operations.
|
(3)
|
Adjustments to our equity income from MillerCoors, which include our proportionate share of MillerCoors' interest, income tax, depreciation and amortization, special items, and amortization of the difference between the MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors.
|
|
For the years ended
|
|||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
|||||
|
(In millions, except percentages)
|
|||||||||||||
Volume in hectoliters:
|
|
|
|
|
|
|
|
|
|
|||||
Financial volume
|
30.445
|
|
|
(0.2
|
)%
|
|
30.521
|
|
|
20.4
|
%
|
|
25.343
|
|
Royalty volume
(1)
|
1.580
|
|
|
16.8
|
%
|
|
1.353
|
|
|
27.2
|
%
|
|
1.064
|
|
Owned volume
|
32.025
|
|
|
0.5
|
%
|
|
31.874
|
|
|
20.7
|
%
|
|
26.407
|
|
Proportionate share of equity investment sales-to-retail
(2)
|
26.939
|
|
|
(3.3
|
)%
|
|
27.864
|
|
|
(2.8
|
)%
|
|
28.652
|
|
Total worldwide beer volume
|
58.964
|
|
|
(1.3
|
)%
|
|
59.738
|
|
|
8.5
|
%
|
|
55.059
|
|
(1)
|
Includes MCI segment royalty volume that is primarily in Russia, Ukraine and Mexico, and Europe segment royalty volume in Republic of Ireland.
|
(2)
|
Reflects the addition of our proportionate share of equity method investments STR for the periods presented.
|
|
|
Percent Change 2014 versus 2013
|
|||||||||||||
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
|
|
Total
|
|||||
Consolidated
|
|
(0.9
|
)%
|
|
1.2
|
%
|
|
(1.7
|
)%
|
|
—
|
%
|
|
(1.4
|
)%
|
Canada
|
|
(3.0
|
)%
|
|
1.8
|
%
|
|
(6.5
|
)%
|
|
—
|
%
|
|
(7.7
|
)%
|
Europe
|
|
(0.3
|
)%
|
|
1.0
|
%
|
|
2.7
|
%
|
|
—
|
%
|
|
3.4
|
%
|
MCI
|
|
19.8
|
%
|
|
(2.4
|
)%
|
|
(3.8
|
)%
|
|
—
|
%
|
|
13.6
|
%
|
Corporate
(1)
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(8.3
|
)%
|
|
(8.3
|
)%
|
Eliminations
(2)
|
|
(10.4
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(10.4
|
)%
|
(1)
|
Corporate net sales revenue includes the results of our water resources and energy operations in the state of Colorado.
|
(2)
|
Eliminations represent intercompany sales from Europe to MCI and are included in the Europe driver changes. These intercompany sales are eliminated in consolidated totals.
|
|
For the years ended
|
|||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
|||
Effective tax rate
|
12
|
%
|
|
13
|
%
|
|
26
|
%
|
Adjustments:
|
|
|
|
|
|
|||
Tax rate changes
|
—
|
%
|
|
—
|
%
|
|
(5
|
)%
|
Acquisition-related costs
|
—
|
%
|
|
—
|
%
|
|
(2
|
)%
|
China impairments
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
Tax impact of special and non-core items
|
3
|
%
|
|
2
|
%
|
|
—
|
%
|
Non-GAAP: Underlying effective tax rate
|
15
|
%
|
|
15
|
%
|
|
18
|
%
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
|
8.075
|
|
|
(3.1
|
)%
|
|
8.332
|
|
|
(2.0
|
)%
|
|
8.505
|
|
|||
Sales
|
$
|
2,363.4
|
|
|
(8.2
|
)%
|
|
$
|
2,575.1
|
|
|
(3.7
|
)%
|
|
$
|
2,675.2
|
|
Excise taxes
|
(569.5
|
)
|
|
(9.8
|
)%
|
|
(631.3
|
)
|
|
(1.1
|
)%
|
|
(638.4
|
)
|
|||
Net sales
|
1,793.9
|
|
|
(7.7
|
)%
|
|
1,943.8
|
|
|
(4.6
|
)%
|
|
2,036.8
|
|
|||
Cost of goods sold
|
(1,021.6
|
)
|
|
(7.5
|
)%
|
|
(1,104.3
|
)
|
|
(1.5
|
)%
|
|
(1,120.7
|
)
|
|||
Gross profit
|
772.3
|
|
|
(8.0
|
)%
|
|
839.5
|
|
|
(8.4
|
)%
|
|
916.1
|
|
|||
Marketing, general and administrative expenses
|
(412.5
|
)
|
|
(7.9
|
)%
|
|
(448.0
|
)
|
|
(6.0
|
)%
|
|
(476.5
|
)
|
|||
Special items, net
(1)
|
41.8
|
|
|
N/M
|
|
|
(30.7
|
)
|
|
124.1
|
%
|
|
(13.7
|
)
|
|||
Operating income (loss)
|
401.6
|
|
|
11.3
|
%
|
|
360.8
|
|
|
(15.3
|
)%
|
|
425.9
|
|
|||
Other income (expense), net
|
5.2
|
|
|
108.0
|
%
|
|
2.5
|
|
|
(186.2
|
)%
|
|
(2.9
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
406.8
|
|
|
12.0
|
%
|
|
$
|
363.3
|
|
|
(14.1
|
)%
|
|
$
|
423.0
|
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items, net
(1)
|
(41.8
|
)
|
|
N/M
|
|
|
30.7
|
|
|
124.1
|
%
|
|
13.7
|
|
|||
Other non-core items
|
—
|
|
|
(100.0
|
)%
|
|
(1.2
|
)
|
|
N/M
|
|
|
—
|
|
|||
Non-GAAP: Underlying pretax income (loss)
|
$
|
365.0
|
|
|
(7.1
|
)%
|
|
$
|
392.8
|
|
|
(10.1
|
)%
|
|
$
|
436.7
|
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 8, "Special Items"
of the Notes for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 31, 2012
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volumes in hectoliters
(1)
|
72.701
|
|
|
(2.1
|
)%
|
|
74.274
|
|
|
(2.7
|
)%
|
|
76.299
|
|
|||
Sales
|
$
|
8,990.4
|
|
|
0.2
|
%
|
|
$
|
8,969.8
|
|
|
—
|
%
|
|
$
|
8,966.6
|
|
Excise taxes
|
(1,142.0
|
)
|
|
(2.3
|
)%
|
|
(1,169.0
|
)
|
|
(3.0
|
)%
|
|
(1,205.5
|
)
|
|||
Net sales
|
7,848.4
|
|
|
0.6
|
%
|
|
7,800.8
|
|
|
0.5
|
%
|
|
7,761.1
|
|
|||
Cost of goods sold
|
(4,743.8
|
)
|
|
0.4
|
%
|
|
(4,723.7
|
)
|
|
0.7
|
%
|
|
(4,689.7
|
)
|
|||
Gross profit
|
3,104.6
|
|
|
0.9
|
%
|
|
3,077.1
|
|
|
0.2
|
%
|
|
3,071.4
|
|
|||
Marketing, general and administrative expenses
|
(1,755.9
|
)
|
|
(0.8
|
)%
|
|
(1,769.9
|
)
|
|
(3.2
|
)%
|
|
(1,828.5
|
)
|
|||
Special items, net
|
(1.4
|
)
|
|
(92.9
|
)%
|
|
(19.8
|
)
|
|
(37.7
|
)%
|
|
(31.8
|
)
|
|||
Operating income
|
1,347.3
|
|
|
4.7
|
%
|
|
1,287.4
|
|
|
6.3
|
%
|
|
1,211.1
|
|
|||
Interest income (expense), net
|
(1.1
|
)
|
|
(31.3
|
)%
|
|
(1.6
|
)
|
|
14.3
|
%
|
|
(1.4
|
)
|
|||
Other income (expense), net
|
5.5
|
|
|
175.0
|
%
|
|
2.0
|
|
|
17.6
|
%
|
|
1.7
|
|
|||
Income from continuing operations before income taxes and noncontrolling interests
|
1,351.7
|
|
|
5.0
|
%
|
|
1,287.8
|
|
|
6.3
|
%
|
|
1,211.4
|
|
|||
Income tax expense
|
(6.1
|
)
|
|
56.4
|
%
|
|
(3.9
|
)
|
|
(29.1
|
)%
|
|
(5.5
|
)
|
|||
Income from continuing operations
|
1,345.6
|
|
|
4.8
|
%
|
|
1,283.9
|
|
|
6.5
|
%
|
|
1,205.9
|
|
|||
Net income attributable to noncontrolling interests
|
(19.4
|
)
|
|
44.8
|
%
|
|
(13.4
|
)
|
|
(10.7
|
)%
|
|
(15.0
|
)
|
|||
Net income attributable to MillerCoors
|
$
|
1,326.2
|
|
|
4.4
|
%
|
|
$
|
1,270.5
|
|
|
6.7
|
%
|
|
$
|
1,190.9
|
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items, net of tax
|
1.4
|
|
|
(92.9
|
)%
|
|
19.8
|
|
|
(37.7
|
)%
|
|
31.8
|
|
|||
Non-GAAP: Underlying net income attributable to MillerCoors
|
$
|
1,327.6
|
|
|
2.9
|
%
|
|
$
|
1,290.3
|
|
|
5.5
|
%
|
|
$
|
1,222.7
|
|
(1)
|
Includes contract brewing and company-owned distributor sales, which are excluded from our worldwide beer volume calculation.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 31, 2012
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Net income attributable to MillerCoors
|
$
|
1,326.2
|
|
|
4.4
|
%
|
|
$
|
1,270.5
|
|
|
6.7
|
%
|
|
$
|
1,190.9
|
|
MCBC economic interest
|
42
|
%
|
|
|
|
42
|
%
|
|
|
|
42
|
%
|
|||||
MCBC proportionate share of MillerCoors net income
|
557.0
|
|
|
4.4
|
%
|
|
533.6
|
|
|
6.7
|
%
|
|
500.2
|
|
|||
Amortization of the difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
4.6
|
|
|
—
|
%
|
|
4.6
|
|
|
(6.1
|
)%
|
|
4.9
|
|
|||
Share-based compensation adjustment
(1)
|
0.2
|
|
|
(75.0
|
)%
|
|
0.8
|
|
|
(86.2
|
)%
|
|
5.8
|
|
|||
Equity Income in MillerCoors
|
$
|
561.8
|
|
|
4.2
|
%
|
|
$
|
539.0
|
|
|
5.5
|
%
|
|
$
|
510.9
|
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
MCBC proportionate share of MillerCoors special items, net of tax
|
0.6
|
|
|
(92.8
|
)%
|
|
8.3
|
|
|
(38.1
|
)%
|
|
13.4
|
|
|||
Non-GAAP Equity Income in MillerCoors
|
$
|
562.4
|
|
|
2.8
|
%
|
|
$
|
547.3
|
|
|
4.4
|
%
|
|
$
|
524.3
|
|
(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.
|
|
|
Percent Change 2014 versus 2013
|
|||||||||||||
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
|
|
Total
|
|||||
MillerCoors
|
|
(2.2
|
)%
|
|
2.8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.6
|
%
|
|
For the years ended
|
||||||||||||||||||||||||
|
2014
|
|
|
|
2013
|
|
2012
|
|
|
||||||||||||||||
|
Actual
|
|
Change
|
|
Actual
|
|
Actual-Europe
(1)
|
|
Pro Forma-Central Europe
(5)
|
|
Pro Forma Combined 2012
(5)
|
|
Change
|
||||||||||||
|
|
|
|
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
(2)
|
21.083
|
|
|
(0.3
|
)%
|
|
21.146
|
|
|
15.896
|
|
|
5.303
|
|
|
21.199
|
|
|
(0.3
|
)%
|
|||||
Sales
(2)
|
$
|
3,384.1
|
|
|
3.6
|
%
|
|
$
|
3,265.4
|
|
|
$
|
2,783.6
|
|
|
$
|
420.5
|
|
|
$
|
3,204.1
|
|
|
1.9
|
%
|
Excise taxes
|
(1,183.8
|
)
|
|
4.1
|
%
|
|
(1,137.1
|
)
|
|
(1,036.1
|
)
|
|
(92.8
|
)
|
|
(1,128.9
|
)
|
|
0.7
|
%
|
|||||
Net sales
(2)(6)
|
2,200.3
|
|
|
3.4
|
%
|
|
2,128.3
|
|
|
1,747.5
|
|
|
327.7
|
|
|
2,075.2
|
|
|
2.6
|
%
|
|||||
Cost of goods sold
(7)
|
(1,375.8
|
)
|
|
1.3
|
%
|
|
(1,357.5
|
)
|
|
(1,159.9
|
)
|
|
(194.2
|
)
|
|
(1,354.1
|
)
|
|
0.3
|
%
|
|||||
Gross profit
|
824.5
|
|
|
7.0
|
%
|
|
770.8
|
|
|
587.6
|
|
|
133.5
|
|
|
721.1
|
|
|
6.9
|
%
|
|||||
Marketing, general and administrative expenses
(8)
|
(573.1
|
)
|
|
0.6
|
%
|
|
(569.5
|
)
|
|
(431.4
|
)
|
|
(108.8
|
)
|
|
(540.2
|
)
|
|
5.4
|
%
|
|||||
Special items, net
(3)
|
(365.9
|
)
|
|
112.2
|
%
|
|
(172.4
|
)
|
|
(23.5
|
)
|
|
—
|
|
|
(23.5
|
)
|
|
N/M
|
|
|||||
Operating income (loss)
|
(114.5
|
)
|
|
N/M
|
|
|
28.9
|
|
|
132.7
|
|
|
24.7
|
|
|
157.4
|
|
|
(81.6
|
)%
|
|||||
Interest income
(4)
|
4.4
|
|
|
(10.2
|
)%
|
|
4.9
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|
(14.0
|
)%
|
|||||
Other income (expense), net
|
(1.8
|
)
|
|
N/M
|
|
|
0.5
|
|
|
(2.2
|
)
|
|
(0.6
|
)
|
|
(2.8
|
)
|
|
(117.9
|
)%
|
|||||
Income (loss) from continuing operations before income taxes
|
$
|
(111.9
|
)
|
|
N/M
|
|
|
$
|
34.3
|
|
|
$
|
136.2
|
|
|
$
|
24.1
|
|
|
$
|
160.3
|
|
|
(78.6
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Special items, net
(3)
|
365.9
|
|
|
112.2
|
%
|
|
172.4
|
|
|
23.5
|
|
|
—
|
|
|
23.5
|
|
|
N/M
|
|
|||||
Acquisition and integration related costs
|
—
|
|
|
(100.0
|
)%
|
|
6.6
|
|
|
13.0
|
|
|
(11.1
|
)
|
|
1.9
|
|
|
N/M
|
|
|||||
Other non-core items
|
(11.3
|
)
|
|
N/M
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(100.0
|
)%
|
|||||
Non-GAAP: Underlying pretax income (loss)
|
$
|
242.7
|
|
|
13.8
|
%
|
|
$
|
213.3
|
|
|
$
|
172.0
|
|
|
$
|
13.0
|
|
|
$
|
185.0
|
|
|
15.3
|
%
|
(1)
|
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.
|
(2)
|
Reflects gross segment sales and for
2014
,
2013
and
2012
includes intercompany sales to MCI of
0.057 million
hectoliters,
0.066 million
hectoliters and
0.246 million
hectoliters, respectively and
$5.3 million
,
$4.8 million
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.
|
(3)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 8, "Special Items"
of the Notes for detail of special items.
|
(4)
|
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.
|
(5)
|
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. These amounts also include pro forma adjustments as if StarBev had been acquired on January 1, 2012, the first day of our 2012 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 January 1, 2012, nor are they
|
(6)
|
To align StarBev to U.S. GAAP and to our accounting policies, StarBev's historical net sales were reduced by $25.4 million for the pre-Acquisition period of January 1, 2012, to June 15, 2012, 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 for the pre-Acquisition period of January 1, 2012, to June 15, 2012, that StarBev classified as amortization associated with intangible assets related to customer supply rights.
|
(7)
|
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 for the pre-Acquisition period of January 1, 2012, to June 15, 2012, to reflect U.S. GAAP reclassifications from the financial statements of StarBev to align their presentation with ours. This adjustment primarily relates to the reclassification of $39.0 million for the pre-Acquisition period of January 1, 2012, to June 15, 2012, of distribution and logistics costs from marketing, general and administrative expenses to cost of goods sold. Additionally, there were $2.1 million for the pre-Acquisition period of January 1, 2012, to June 15, 2012, of production equipment-related gains that were reclassified from marketing, general and administrative expenses to cost of goods sold. We also made pro forma adjustments to cost of goods sold for an increase of $1.7 million for the pre-Acquisition period of January 1, 2012, to June 15, 2012, 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.
|
(8)
|
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 for the pre-Acquisition period of January 1, 2012, to June 15, 2012, to reflect reclassifications from the financial statements of StarBev to align presentation with ours. Along with the reclassifications discussed in notes (6) and (7) above, $2.3 million for the pre-Acquisition period of January 1, 2012, to June 15, 2012, was 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 for the pre-Acquisition period of January 1, 2012, to June 15, 2012, 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. In order to provide meaningful trend analysis, the discussion below is based on actual results for 2014 and 2013 and pro forma results for 2012.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
(1)
|
1.344
|
|
|
21.2
|
%
|
|
1.109
|
|
|
(6.6
|
)%
|
|
1.188
|
|
|||
Sales
|
$
|
184.2
|
|
|
13.2
|
%
|
|
$
|
162.7
|
|
|
(4.9
|
)%
|
|
$
|
171.0
|
|
Excise taxes
|
(27.9
|
)
|
|
11.2
|
%
|
|
(25.1
|
)
|
|
4.6
|
%
|
|
(24.0
|
)
|
|||
Net sales
|
156.3
|
|
|
13.6
|
%
|
|
137.6
|
|
|
(6.4
|
)%
|
|
147.0
|
|
|||
Cost of goods sold
(2)
|
(96.5
|
)
|
|
13.5
|
%
|
|
(85.0
|
)
|
|
(5.7
|
)%
|
|
(90.1
|
)
|
|||
Gross profit
|
59.8
|
|
|
13.7
|
%
|
|
52.6
|
|
|
(7.6
|
)%
|
|
56.9
|
|
|||
Marketing, general and administrative expenses
|
(73.1
|
)
|
|
6.1
|
%
|
|
(68.9
|
)
|
|
(21.2
|
)%
|
|
(87.4
|
)
|
|||
Special items, net
(3)
|
—
|
|
|
(100.0
|
)%
|
|
4.4
|
|
|
(110.4
|
)%
|
|
(42.2
|
)
|
|||
Operating income (loss)
|
(13.3
|
)
|
|
11.8
|
%
|
|
(11.9
|
)
|
|
(83.6
|
)%
|
|
(72.7
|
)
|
|||
Other income (expense), net
|
—
|
|
|
(100.0
|
)%
|
|
0.1
|
|
|
(83.3
|
)%
|
|
0.6
|
|
|||
Income (loss) from continuing operations before income taxes
(4)
|
$
|
(13.3
|
)
|
|
12.7
|
%
|
|
$
|
(11.8
|
)
|
|
(83.6
|
)%
|
|
$
|
(72.1
|
)
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Special items, net
(3)
|
—
|
|
|
(100.0
|
)%
|
|
(4.4
|
)
|
|
(110.4
|
)%
|
|
42.2
|
|
|||
Other non-core items
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100.0
|
)%
|
|
0.5
|
|
|||
Non-GAAP: Underlying pretax income (loss)
|
$
|
(13.3
|
)
|
|
(17.9
|
)%
|
|
$
|
(16.2
|
)
|
|
(44.9
|
)%
|
|
$
|
(29.4
|
)
|
(1)
|
Excludes royalty volume of
1.351 million
hectoliters, 1.141 million hectoliters and 0.810 million hectoliters in
2014
,
2013
and
2012
, respectively.
|
(2)
|
Reflects gross segment amounts and for
2014
,
2013
and
2012
includes intercompany cost of goods sold from Europe of
$5.3 million
,
$4.8 million
and
$16.0 million
, respectively. The offset is included within Europe net sales. These amounts are eliminated in the consolidated totals.
|
(3)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 8, "Special Items"
of the Notes for detail of special items.
|
(4)
|
Includes loss attributable to noncontrolling interest of $8.0 million in
2012
.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2014
|
|
Change
|
|
December 31, 2013
|
|
Change
|
|
December 29, 2012
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Sales
|
$
|
1.1
|
|
|
(8.3
|
)%
|
|
$
|
1.2
|
|
|
—
|
%
|
|
$
|
1.2
|
|
Excise taxes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Net sales
|
1.1
|
|
|
(8.3
|
)%
|
|
1.2
|
|
|
—
|
%
|
|
1.2
|
|
|||
Cost of goods sold
|
(4.7
|
)
|
|
30.6
|
%
|
|
(3.6
|
)
|
|
N/M
|
|
|
2.2
|
|
|||
Gross profit
|
(3.6
|
)
|
|
50.0
|
%
|
|
(2.4
|
)
|
|
(170.6
|
)%
|
|
3.4
|
|
|||
Marketing, general and administrative expenses
|
(105.2
|
)
|
|
(2.0
|
)%
|
|
(107.4
|
)
|
|
(17.9
|
)%
|
|
(130.8
|
)
|
|||
Special items, net
(1)
|
(0.3
|
)
|
|
(76.9
|
)%
|
|
(1.3
|
)
|
|
(35.0
|
)%
|
|
(2.0
|
)
|
|||
Operating income (loss)
|
(109.1
|
)
|
|
(1.8
|
)%
|
|
(111.1
|
)
|
|
(14.1
|
)%
|
|
(129.4
|
)
|
|||
Interest expense, net
|
(138.1
|
)
|
|
(21.1
|
)%
|
|
(175.0
|
)
|
|
(8.2
|
)%
|
|
(190.7
|
)
|
|||
Other income (expense), net
|
(9.9
|
)
|
|
(162.7
|
)%
|
|
15.8
|
|
|
(118.4
|
)%
|
|
(85.8
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(257.1
|
)
|
|
(4.9
|
)%
|
|
$
|
(270.3
|
)
|
|
(33.4
|
)%
|
|
$
|
(405.9
|
)
|
Adjusting items:
|
|
|
|
|
|
|
|
|
|
||||||||
Special items, net
(1)
|
0.3
|
|
|
(76.9
|
)%
|
|
1.3
|
|
|
(35.0
|
)%
|
|
2.0
|
|
|||
Acquisition and integration related costs
|
—
|
|
|
(100.0
|
)%
|
|
4.1
|
|
|
(97.4
|
)%
|
|
157.5
|
|
|||
Unrealized mark-to-market (gains) and losses
|
3.7
|
|
|
(76.0
|
)%
|
|
15.4
|
|
|
20.3
|
%
|
|
12.8
|
|
|||
Other non-core items
|
—
|
|
|
(100.0
|
)%
|
|
(22.3
|
)
|
|
N/M
|
|
|
(4.8
|
)
|
|||
Non-GAAP: Underlying pretax income (loss)
|
$
|
(253.1
|
)
|
|
(6.9
|
)%
|
|
$
|
(271.8
|
)
|
|
14.0
|
%
|
|
$
|
(238.4
|
)
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 8, "Special Items"
of the Notes for detail of special items.
|
|
|
As of
|
||||||
|
|
December 31, 2014
|
|
December 31, 2013
(1)
|
||||
|
|
(In millions)
|
||||||
Current assets
|
|
$
|
1,578.9
|
|
|
$
|
1,537.7
|
|
Less: Current liabilities
|
|
(2,325.3
|
)
|
|
(2,161.4
|
)
|
||
Add back: Current portion of long-term debt and short-term borrowings
|
|
849.4
|
|
|
586.9
|
|
||
Net working capital
|
|
$
|
103.0
|
|
|
$
|
(36.8
|
)
|
(1)
|
Current liabilities as of December 31, 2013, have been revised to reflect the correction of the liability for unrecognized tax benefits. See
Note 7, "Income Tax"
for more details.
|
•
|
This decrease was primarily driven by lower net investments in MillerCoors, lower capital expenditures and higher return of capital from unconsolidated affiliates.
|
•
|
Further, proceeds from sales of properties and other assets decreased by
$44.8 million
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 in 2013. 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 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 in 2013. 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.
|
•
|
The decrease in cash used in financing activities is primarily related to additional 2013 payments of long-term debt partially offset by additional 2014 net payments on revolving credit facilities and commercial paper. 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
.
|
•
|
During 2014 we repaid
$65.2 million
on our remaining cross currency swaps, which were extended and designated as a net investment hedge in the fourth quarter of 2011, compared to
$119.4 million
in 2013
|
•
|
The decrease in cash used in financing activities during 2014, was also offset by a
$43.9 million
decrease in the proceeds from exercise of stock options, including the related tax impact, as well as a
$39.0 million
increase in dividends paid.
|
•
|
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 versus 2012.
|
|
|
|
For the years ended
|
||||||||||
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
|
|
(In millions)
|
||||||||||
U.S. GAAP:
|
Net Cash Provided by Operating Activities
|
|
$
|
1,272.6
|
|
|
$
|
1,168.2
|
|
|
$
|
983.7
|
|
Less:
|
Additions to properties
(1)
|
|
(259.5
|
)
|
|
(293.9
|
)
|
|
(222.3
|
)
|
|||
Less:
|
Investment in MillerCoors
(1)
|
|
(1,388.1
|
)
|
|
(1,186.5
|
)
|
|
(1,008.8
|
)
|
|||
Add:
|
Return of capital from MillerCoors
(1)
|
|
1,382.5
|
|
|
1,146.0
|
|
|
942.4
|
|
|||
Add/(Less):
|
Cash impact of Special items
(2)
|
|
(55.8
|
)
|
|
48.8
|
|
|
11.6
|
|
|||
Add:
|
Costs related to the Acquisition
(3)
|
|
—
|
|
|
7.7
|
|
|
134.7
|
|
|||
Add:
|
MillerCoors investment in businesses
(4)
|
|
1.3
|
|
|
—
|
|
|
14.4
|
|
|||
Add:
|
MillerCoors purchase of noncontrolling interest
(4)
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|||
Add:
|
MillerCoors cash impact of Special items
(4)
|
|
3.7
|
|
|
1.7
|
|
|
—
|
|
|||
Non-GAAP:
|
Underlying Free Cash Flow
|
|
$
|
956.7
|
|
|
$
|
892.0
|
|
|
$
|
864.7
|
|
(1)
|
Included in net cash used in investing activities.
|
(2)
|
Included in net cash provided by operating activities. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 8, "Special Items"
of the Notes for further discussion.
|
(3)
|
Included in net cash provided by operating activities and reflects acquisition and integration costs paid.
|
(4)
|
Amounts represent our proportionate 42% share of the cash flow impacts.
|
|
For the years ended
|
|||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
|||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
|
|
|||
Canadian dollar (CAD)
|
1.11
|
|
|
1.03
|
|
|
1.00
|
|
Euro (EUR)
|
0.75
|
|
|
0.77
|
|
|
0.80
|
|
British pound (GBP)
|
0.60
|
|
|
0.64
|
|
|
0.63
|
|
Czech Koruna (CZK)
|
20.67
|
|
|
19.60
|
|
|
19.82
|
|
Croatian Kuna (HRK)
|
5.58
|
|
|
5.70
|
|
|
5.96
|
|
Serbian Dinar (RSD)
|
84.82
|
|
|
85.24
|
|
|
89.97
|
|
New Romanian Leu (RON)
|
3.33
|
|
|
3.31
|
|
|
3.55
|
|
Bulgarian Lev (BGN)
|
1.46
|
|
|
1.48
|
|
|
1.57
|
|
Hungarian Forint (HUF)
|
228.63
|
|
|
223.91
|
|
|
227.11
|
|
|
As of
|
||||
|
December 31, 2014
|
|
December 31, 2013
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian dollar (CAD)
|
1.16
|
|
|
1.06
|
|
Euro (EUR)
|
0.83
|
|
|
0.73
|
|
British pound (GBP)
|
0.64
|
|
|
0.60
|
|
Czech Koruna (CZK)
|
22.86
|
|
|
19.89
|
|
Croatian Kuna (HRK)
|
6.33
|
|
|
5.54
|
|
Serbian Dinar (RSD)
|
100.30
|
|
|
83.40
|
|
New Romanian Leu (RON)
|
3.70
|
|
|
3.25
|
|
Bulgarian Lev (BGN)
|
1.62
|
|
|
1.42
|
|
Hungarian Forint (HUF)
|
261.64
|
|
|
216.26
|
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
2015
|
|
2016 - 2017
|
|
2018 - 2019
|
|
2020 and Thereafter
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Debt obligations
|
|
$
|
3,179.9
|
|
|
$
|
849.6
|
|
|
$
|
730.3
|
|
|
$
|
—
|
|
|
$
|
1,600.0
|
|
Interest payments on debt obligations
|
|
1,720.8
|
|
|
123.6
|
|
|
183.0
|
|
|
145.0
|
|
|
1,269.2
|
|
|||||
Retirement plan expenditures
(1)
|
|
352.3
|
|
|
276.2
|
|
|
16.1
|
|
|
16.9
|
|
|
43.1
|
|
|||||
Operating leases
|
|
119.3
|
|
|
29.6
|
|
|
34.2
|
|
|
19.6
|
|
|
35.9
|
|
|||||
Other long-term obligations
(2)
|
|
2,326.3
|
|
|
726.1
|
|
|
650.9
|
|
|
349.2
|
|
|
600.1
|
|
|||||
Total obligations
|
|
$
|
7,698.6
|
|
|
$
|
2,005.1
|
|
|
$
|
1,614.5
|
|
|
$
|
530.7
|
|
|
$
|
3,548.3
|
|
(1)
|
Represents expected contributions under our defined benefit pension plans in the next twelve months and our benefits payments under postretirement benefit plans for all periods presented. The net underfunded liability at
December 31, 2014
, of our defined benefit pension plans (excluding our overfunded plans) and postretirement benefit plans is
$390.8 million
and
$162.2 million
, respectively. Defined benefit pension plan contributions in future years will vary based on 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. We may also voluntarily increase funding levels to meet financial goals. Pension contributions and postretirement benefit payments on a consolidated basis (excluding MillerCoors, BRI and BDL) were
$41.2 million
in
2014
. Excluding MillerCoors, BRI and BDL, we expect to make contributions to our defined benefit pension plans of
$260 million
to
$270 million
and benefit payments for our other postretirement benefit plans of approximately
$10 million
in
2015
.
|
(2)
|
The "other long-term obligations" line primarily includes non-cancellable purchase commitments as of
December 31, 2014
, that are enforceable and legally binding. Approximately
$645 million
of the total other long-term obligations relate to long-term supply contracts with third parties to purchase raw material, packaging material and energy used in production. Approximately
$1,190 million
relates to commitments associated with Tradeteam in the U.K. Our aggregate commitments for advertising and promotions, including sports sponsorship, total approximately
$251
|
|
|
Amount of commitment expiration per period
|
||||||||||||||||||
|
|
Total amounts
committed
|
|
2014
|
|
2015 - 2016
|
|
2017 - 2018
|
|
2019 and Thereafter
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Standby letters of credit
|
|
$
|
58.3
|
|
|
$
|
58.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Impact to projected benefit obligation as of
December 31, 2014 - 50 basis points |
||||||
|
|
Decrease
|
|
Increase
|
||||
|
|
(In millions)
|
||||||
Projected benefit obligation - unfavorable (favorable)
|
|
|
|
|
||||
Pension obligation
|
|
$
|
288.5
|
|
|
$
|
(333.9
|
)
|
OPEB obligation
|
|
10.9
|
|
|
(11.7
|
)
|
||
Total impact to the projected benefit obligation
|
|
$
|
299.4
|
|
|
$
|
(345.6
|
)
|
|
|
Impact to 2014 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
|
|
$
|
(16.2
|
)
|
|
$
|
16.2
|
|
Discount rate on pension plans
|
|
$
|
(10.8
|
)
|
|
$
|
9.9
|
|
Discount rate on postretirement plans
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
Notional amounts by expected maturity date
|
|
December 31,
2014 |
|
December 31,
2013 |
||||||||||||||||||||||||||||||
|
Year end
|
|
|
||||||||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair value
|
|
Fair value
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
CAD 900 million, 5.0% fixed rate, notes due 2015
|
$
|
774.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
774.5
|
|
|
$
|
(802.4
|
)
|
|
$
|
(903.7
|
)
|
CAD 500 million, 3.95% fixed rate Series A notes, due 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
430.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
430.3
|
|
|
$
|
(453.9
|
)
|
|
$
|
(494.3
|
)
|
$300 million 2.0% notes due 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
(304.3
|
)
|
|
$
|
(304.3
|
)
|
$500 million 3.5% notes due 2022
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
500.0
|
|
|
$
|
(505.5
|
)
|
|
$
|
(496.3
|
)
|
$1.1 billion 5.0% notes due 2042
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,100.0
|
|
|
$
|
1,100.0
|
|
|
$
|
(1,174.5
|
)
|
|
$
|
(1,098.5
|
)
|
Foreign currency management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Forwards
|
$
|
177.0
|
|
|
$
|
120.7
|
|
|
$
|
45.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
343.4
|
|
|
$
|
31.6
|
|
|
$
|
19.7
|
|
Interest rate management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Swaps
|
$
|
344.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
844.2
|
|
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
Commodity pricing management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Swaps
|
$
|
42.8
|
|
|
$
|
41.4
|
|
|
$
|
25.9
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111.1
|
|
|
$
|
(8.9
|
)
|
|
$
|
(4.9
|
)
|
|
|
As of
|
||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
|
|
|||
Foreign currency risk:
|
|
|
|
|
||||
Forwards
|
|
$
|
(35.8
|
)
|
|
$
|
(69.2
|
)
|
Commodity swaps
|
|
$
|
(2.7
|
)
|
|
$
|
(16.7
|
)
|
Interest rate swaps
|
|
$
|
(3.0
|
)
|
|
$
|
—
|
|
Foreign currency denominated debt
|
|
$
|
(125.6
|
)
|
|
$
|
(146.6
|
)
|
Interest rate risk:
|
|
|
|
|
||||
Debt
|
|
$
|
(111.9
|
)
|
|
$
|
(110.0
|
)
|
Interest rate swaps
|
|
$
|
(2.4
|
)
|
|
$
|
(1.8
|
)
|
Commodity price risk:
|
|
|
|
|
||||
Commodity swaps
|
|
$
|
(20.4
|
)
|
|
$
|
(7.4
|
)
|
|
|
Index to Financial Statements
|
Page
|
Consolidated Financial Statements:
|
|
/s/ MARK R. HUNTER
|
|
/s/ GAVIN D. HATTERSLEY
|
Mark R. Hunter
|
|
Gavin D. Hattersley
|
President & Chief Executive Officer
|
|
Chief Financial Officer
|
Molson Coors Brewing Company
|
|
Molson Coors Brewing Company
|
February 12, 2015
|
|
February 12, 2015
|
|
For the Years Ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
Sales
|
$
|
5,927.5
|
|
|
$
|
5,999.6
|
|
|
$
|
5,615.0
|
|
Excise taxes
|
(1,781.2
|
)
|
|
(1,793.5
|
)
|
|
(1,698.5
|
)
|
|||
Net sales
|
4,146.3
|
|
|
4,206.1
|
|
|
3,916.5
|
|
|||
Cost of goods sold
|
(2,493.3
|
)
|
|
(2,545.6
|
)
|
|
(2,352.5
|
)
|
|||
Gross profit
|
1,653.0
|
|
|
1,660.5
|
|
|
1,564.0
|
|
|||
Marketing, general and administrative expenses
|
(1,163.9
|
)
|
|
(1,193.8
|
)
|
|
(1,126.1
|
)
|
|||
Special items, net
|
(324.4
|
)
|
|
(200.0
|
)
|
|
(81.4
|
)
|
|||
Equity income in MillerCoors
|
561.8
|
|
|
539.0
|
|
|
510.9
|
|
|||
Operating income (loss)
|
726.5
|
|
|
805.7
|
|
|
867.4
|
|
|||
Other income (expense), net
|
|
|
|
|
|
||||||
Interest expense
|
(145.0
|
)
|
|
(183.8
|
)
|
|
(196.3
|
)
|
|||
Interest income
|
11.3
|
|
|
13.7
|
|
|
11.3
|
|
|||
Other income (expense), net
|
(6.5
|
)
|
|
18.9
|
|
|
(90.3
|
)
|
|||
Total other income (expense), net
|
(140.2
|
)
|
|
(151.2
|
)
|
|
(275.3
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
586.3
|
|
|
654.5
|
|
|
592.1
|
|
|||
Income tax benefit (expense)
|
(69.0
|
)
|
|
(84.0
|
)
|
|
(154.5
|
)
|
|||
Net income (loss) from continuing operations
|
517.3
|
|
|
570.5
|
|
|
437.6
|
|
|||
Income (loss) from discontinued operations, net of tax
|
0.5
|
|
|
2.0
|
|
|
1.5
|
|
|||
Net income (loss) including noncontrolling interests
|
517.8
|
|
|
572.5
|
|
|
439.1
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(3.8
|
)
|
|
(5.2
|
)
|
|
3.9
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
514.0
|
|
|
$
|
567.3
|
|
|
$
|
443.0
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
2.78
|
|
|
$
|
3.09
|
|
|
$
|
2.44
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
2.78
|
|
|
$
|
3.10
|
|
|
$
|
2.45
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
2.76
|
|
|
$
|
3.07
|
|
|
$
|
2.43
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
2.76
|
|
|
$
|
3.08
|
|
|
$
|
2.44
|
|
Weighted-average shares—basic
|
184.9
|
|
|
183.0
|
|
|
180.8
|
|
|||
Weighted-average shares—diluted
|
186.1
|
|
|
184.2
|
|
|
181.8
|
|
|||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
513.5
|
|
|
$
|
565.3
|
|
|
$
|
441.5
|
|
Income (loss) from discontinued operations, net of tax
|
0.5
|
|
|
2.0
|
|
|
1.5
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
514.0
|
|
|
$
|
567.3
|
|
|
$
|
443.0
|
|
|
For the Years Ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
517.8
|
|
|
$
|
572.5
|
|
|
$
|
439.1
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(849.8
|
)
|
|
(207.7
|
)
|
|
344.9
|
|
|||
Unrealized gain (loss) on derivative instruments
|
7.0
|
|
|
35.5
|
|
|
(26.4
|
)
|
|||
Reclassification of derivative (gain) loss to income
|
2.3
|
|
|
(3.2
|
)
|
|
8.6
|
|
|||
Pension and other postretirement benefit adjustments
|
(136.8
|
)
|
|
240.7
|
|
|
(195.8
|
)
|
|||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
26.2
|
|
|
46.4
|
|
|
30.9
|
|
|||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
(102.2
|
)
|
|
81.2
|
|
|
(6.9
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
(1,053.3
|
)
|
|
192.9
|
|
|
155.3
|
|
|||
Comprehensive income (loss)
|
(535.5
|
)
|
|
765.4
|
|
|
594.4
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(3.8
|
)
|
|
(5.2
|
)
|
|
3.9
|
|
|||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
(539.3
|
)
|
|
$
|
760.2
|
|
|
$
|
598.3
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
|
|||||||
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
624.6
|
|
|
$
|
442.3
|
|
Accounts and other receivables:
|
|
|
|
||||
Trade, less allowance for doubtful accounts of $11.5 and $13.6, respectively
|
488.9
|
|
|
572.8
|
|
||
Affiliate receivables
|
38.8
|
|
|
30.8
|
|
||
Other receivables, less allowance for doubtful accounts of $0.8 and $1.1, respectively
|
94.0
|
|
|
124.4
|
|
||
Inventories:
|
|
|
|
||||
Finished
|
135.3
|
|
|
133.2
|
|
||
In process
|
20.7
|
|
|
23.3
|
|
||
Raw materials
|
34.5
|
|
|
36.9
|
|
||
Packaging materials
|
11.7
|
|
|
11.9
|
|
||
Total inventories
|
202.2
|
|
|
205.3
|
|
||
Maintenance and operating supplies, less allowance for obsolete supplies of $5.0 and $6.8, respectively
|
24.0
|
|
|
29.6
|
|
||
Other current assets
|
79.2
|
|
|
82.1
|
|
||
Deferred tax assets
|
27.2
|
|
|
50.4
|
|
||
Total current assets
|
1,578.9
|
|
|
1,537.7
|
|
||
Properties, less accumulated depreciation of $1,343.2 and $1,458.7, respectively
|
1,798.0
|
|
|
1,970.1
|
|
||
Goodwill
|
2,191.6
|
|
|
2,418.7
|
|
||
Other intangibles, less accumulated amortization of $359.6 and $513.7, respectively
|
5,755.8
|
|
|
6,825.1
|
|
||
Investment in MillerCoors
|
2,388.6
|
|
|
2,506.5
|
|
||
Deferred tax assets
|
58.2
|
|
|
38.3
|
|
||
Notes receivable, less allowance for doubtful accounts of $1.6 and $2.8, respectively
|
21.6
|
|
|
23.6
|
|
||
Other assets
|
203.6
|
|
|
260.1
|
|
||
Total assets
|
$
|
13,996.3
|
|
|
$
|
15,580.1
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(IN MILLIONS, EXCEPT PAR VALUE)
|
|||||||
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities (includes affiliate payable amounts of $21.4 and $22.8, respectively)
|
$
|
1,305.0
|
|
|
$
|
1,429.6
|
|
Deferred tax liabilities
|
164.8
|
|
|
138.1
|
|
||
Current portion of long-term debt and short-term borrowings
|
849.4
|
|
|
586.9
|
|
||
Discontinued operations
|
6.1
|
|
|
6.8
|
|
||
Total current liabilities
|
2,325.3
|
|
|
2,161.4
|
|
||
Long-term debt
|
2,337.1
|
|
|
3,213.0
|
|
||
Pension and postretirement benefits
|
542.9
|
|
|
462.6
|
|
||
Deferred tax liabilities
|
784.3
|
|
|
911.4
|
|
||
Unrecognized tax benefits
|
25.4
|
|
|
107.1
|
|
||
Other liabilities
|
79.7
|
|
|
77.2
|
|
||
Discontinued operations
|
15.5
|
|
|
17.3
|
|
||
Total liabilities
|
6,110.2
|
|
|
6,950.0
|
|
||
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: 169.9 shares and 167.2 shares, respectively)
|
1.7
|
|
|
1.7
|
|
||
Class A exchangeable shares, no par value (issued and outstanding: 2.9 shares and 2.9 shares, respectively)
|
108.5
|
|
|
108.5
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 17.6 shares and 19.0 shares, respectively)
|
661.5
|
|
|
714.1
|
|
||
Paid-in capital
|
3,871.2
|
|
|
3,747.6
|
|
||
Retained earnings
|
4,439.9
|
|
|
4,199.5
|
|
||
Accumulated other comprehensive income (loss)
|
(898.4
|
)
|
|
154.9
|
|
||
Class B common stock held in treasury at cost (7.5 shares and 7.5 shares, respectively)
|
(321.1
|
)
|
|
(321.1
|
)
|
||
Total Molson Coors Brewing Company stockholders' equity
|
7,863.3
|
|
|
8,605.2
|
|
||
Noncontrolling interests
|
22.8
|
|
|
24.9
|
|
||
Total equity
|
7,886.1
|
|
|
8,630.1
|
|
||
Total liabilities and equity
|
$
|
13,996.3
|
|
|
$
|
15,580.1
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
517.8
|
|
|
$
|
572.5
|
|
|
$
|
439.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
313.0
|
|
|
320.5
|
|
|
272.7
|
|
|||
Amortization of debt issuance costs and discounts
|
7.0
|
|
|
20.3
|
|
|
41.7
|
|
|||
Share-based compensation
|
23.5
|
|
|
19.5
|
|
|
14.0
|
|
|||
Loss (gain) on sale or impairment of properties and other assets, net
|
375.5
|
|
|
164.0
|
|
|
46.4
|
|
|||
Deferred income taxes
|
0.2
|
|
|
(17.6
|
)
|
|
72.5
|
|
|||
Equity income in MillerCoors
|
(561.8
|
)
|
|
(539.0
|
)
|
|
(510.9
|
)
|
|||
Distributions from MillerCoors
|
561.8
|
|
|
539.0
|
|
|
510.9
|
|
|||
Equity in net (income) loss of other unconsolidated affiliates
|
1.7
|
|
|
(19.1
|
)
|
|
(15.7
|
)
|
|||
Distributions from other unconsolidated affiliates
|
15.4
|
|
|
13.0
|
|
|
15.2
|
|
|||
Excess tax benefits from share-based compensation
|
(8.2
|
)
|
|
(7.7
|
)
|
|
(4.9
|
)
|
|||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
12.2
|
|
|
8.4
|
|
|
38.0
|
|
|||
Change in current assets and liabilities (net of assets acquired and liabilities assumed in business combinations) and other:
|
|
|
|
|
|
||||||
Receivables
|
22.3
|
|
|
70.4
|
|
|
105.5
|
|
|||
Inventories
|
(16.5
|
)
|
|
4.2
|
|
|
54.1
|
|
|||
Payables and other current liabilities
|
52.7
|
|
|
178.6
|
|
|
(69.9
|
)
|
|||
Other assets and other liabilities
|
(43.5
|
)
|
|
(156.8
|
)
|
|
(23.5
|
)
|
|||
(Gain) loss from discontinued operations
|
(0.5
|
)
|
|
(2.0
|
)
|
|
(1.5
|
)
|
|||
Net cash provided by operating activities
|
1,272.6
|
|
|
1,168.2
|
|
|
983.7
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to properties
|
(259.5
|
)
|
|
(293.9
|
)
|
|
(222.3
|
)
|
|||
Proceeds from sales of properties and other assets
|
8.8
|
|
|
53.6
|
|
|
15.7
|
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(2,258.3
|
)
|
|||
Payment on discontinued operations
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|||
Investment in MillerCoors
|
(1,388.1
|
)
|
|
(1,186.5
|
)
|
|
(1,008.8
|
)
|
|||
Return of capital from MillerCoors
|
1,382.5
|
|
|
1,146.0
|
|
|
942.4
|
|
|||
Return of capital from an unconsolidated affiliate
|
15.8
|
|
|
—
|
|
|
—
|
|
|||
Loan repayments
|
11.0
|
|
|
10.6
|
|
|
22.9
|
|
|||
Loan advances
|
(9.9
|
)
|
|
(6.8
|
)
|
|
(9.3
|
)
|
|||
Payments on settlement of derivative instruments
|
—
|
|
|
—
|
|
|
(110.6
|
)
|
|||
Net cash used in investing activities
|
(239.4
|
)
|
|
(277.0
|
)
|
|
(2,635.1
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Exercise of stock options under equity compensation plans
|
44.4
|
|
|
88.8
|
|
|
34.1
|
|
|||
Excess tax benefits from share-based compensation
|
8.2
|
|
|
7.7
|
|
|
4.9
|
|
|||
Dividends paid
|
(273.6
|
)
|
|
(234.6
|
)
|
|
(232.2
|
)
|
|||
Dividends paid to noncontrolling interest holders
|
(4.1
|
)
|
|
(4.1
|
)
|
|
(5.0
|
)
|
|||
Payments for purchase of noncontrolling interest
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(27.9
|
)
|
|||
Debt issuance costs
|
(1.9
|
)
|
|
(0.4
|
)
|
|
(40.3
|
)
|
|||
Proceeds from issuances of long-term debt
|
—
|
|
|
—
|
|
|
2,195.4
|
|
|||
Payments on long-term debt and capital lease obligations
|
(63.0
|
)
|
|
(1,317.0
|
)
|
|
(226.7
|
)
|
|||
Payments on debt assumed in Acquisition
|
—
|
|
|
—
|
|
|
(424.3
|
)
|
|||
Proceeds from short-term borrowings
|
4.8
|
|
|
15.0
|
|
|
16.0
|
|
|||
Payments on short-term borrowings
|
(11.4
|
)
|
|
(15.2
|
)
|
|
(17.2
|
)
|
|||
Proceeds from settlement of derivative instruments
|
—
|
|
|
6.6
|
|
|
—
|
|
|||
Payments on settlement of derivative instruments
|
(65.2
|
)
|
|
(119.4
|
)
|
|
(8.2
|
)
|
|||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
(513.9
|
)
|
|
507.4
|
|
|
7.8
|
|
|||
Change in overdraft balances and other
|
74.1
|
|
|
6.7
|
|
|
(105.0
|
)
|
|||
Net cash provided by (used in) financing activities
|
(802.0
|
)
|
|
(1,059.2
|
)
|
|
1,171.4
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
231.2
|
|
|
(168.0
|
)
|
|
(480.0
|
)
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(48.9
|
)
|
|
(13.7
|
)
|
|
25.1
|
|
|||
Balance at beginning of year
|
442.3
|
|
|
624.0
|
|
|
1,078.9
|
|
|||
Balance at end of year
|
$
|
624.6
|
|
|
$
|
442.3
|
|
|
$
|
624.0
|
|
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 31, 2011
|
$
|
7,656.5
|
|
|
$
|
3,656.0
|
|
|
$
|
(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
|
(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
|
$
|
7,957.9
|
|
|
$
|
3,866.8
|
|
|
$
|
(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
|
(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
|
$
|
8,630.1
|
|
|
$
|
4,199.5
|
|
|
$
|
154.9
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(321.1
|
)
|
|
$
|
108.5
|
|
|
$
|
714.1
|
|
|
$
|
3,747.6
|
|
|
$
|
24.9
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.6
|
)
|
|
52.6
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
47.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.9
|
|
|
—
|
|
||||||||||
Amortization of stock based compensation
|
21.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(1.8
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
517.8
|
|
|
514.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
(1,053.3
|
)
|
|
—
|
|
|
(1,053.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(277.7
|
)
|
|
(273.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||||||||
Balance at December 31, 2014
|
$
|
7,886.1
|
|
|
$
|
4,439.9
|
|
|
$
|
(898.4
|
)
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(321.1
|
)
|
|
$
|
108.5
|
|
|
$
|
661.5
|
|
|
$
|
3,871.2
|
|
|
$
|
22.8
|
|
|
For the fiscal years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Cash paid for interest
|
$
|
136.3
|
|
|
$
|
163.8
|
|
|
$
|
191.4
|
|
Cash paid for taxes, net of refunds
|
$
|
93.1
|
|
|
$
|
107.8
|
|
|
$
|
34.6
|
|
Non-cash convertible note issued upon close of the Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
645.9
|
|
|
For the year ended
|
||
|
December 29, 2012
(1)
|
||
|
(In millions, except per share amounts)
|
||
Net sales
|
$
|
4,257.0
|
|
Income from continuing operations before income taxes
|
$
|
720.8
|
|
Net income attributable to MCBC
|
$
|
559.0
|
|
Net income attributable to MCBC per share:
|
|
||
Basic
|
$
|
3.09
|
|
Diluted
|
$
|
3.08
|
|
(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 2014 and 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 local tax purposes. See
Note 12, "Goodwill and Intangible Assets"
for further discussion.
|
|
Year ended December 31, 2014
|
||||||||||||||||||||||||||
|
Canada
(1)
|
|
U.S.
|
|
Europe
(2)
|
|
MCI
|
|
Corporate
|
|
Eliminations
(3)
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
1,793.9
|
|
|
$
|
—
|
|
|
$
|
2,200.3
|
|
|
$
|
156.3
|
|
|
$
|
1.1
|
|
|
$
|
(5.3
|
)
|
|
$
|
4,146.3
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145.0
|
)
|
|
—
|
|
|
(145.0
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
11.3
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
406.8
|
|
|
$
|
561.8
|
|
|
$
|
(111.9
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
(257.1
|
)
|
|
$
|
—
|
|
|
$
|
586.3
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69.0
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
517.3
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.8
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
513.5
|
|
(1)
|
Income from continuing operations for the year ended
December 31, 2014
, includes income of
$63.2 million
within special items, reflective of the agreed upon payment received from Modelo related to the termination of MMI in our Canada segment. See
Note 5, "Investments"
for further discussion.
|
(2)
|
Loss from continuing operations for the year ended
December 31, 2014
, includes a
$360.0 million
non-cash impairment charge related to
two
indefinite-lived brand intangibles in our Europe segment. See
Note 12, "Goodwill and Intangible Assets"
for further discussion.
|
(3)
|
Represents inter-segment sales from the Europe segment to the MCI segment.
|
|
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
|
|
|||||||||
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 year ended December 31, 2013, includes a
$150.9 million
non-cash impairment charge related to
two
indefinite-lived brand intangibles in our Europe segment. 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
|
|
||||||||
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.
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
5,537.2
|
|
|
$
|
6,103.2
|
|
U.S.
|
2,388.6
|
|
|
2,506.5
|
|
||
Europe
|
5,773.3
|
|
|
6,547.7
|
|
||
MCI
|
75.2
|
|
|
83.3
|
|
||
Corporate
|
222.0
|
|
|
339.4
|
|
||
Consolidated total assets
|
$
|
13,996.3
|
|
|
$
|
15,580.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Depreciation and amortization
(1)
:
|
|
|
|
|
|
||||||
Canada
|
$
|
117.6
|
|
|
$
|
122.8
|
|
|
$
|
128.2
|
|
Europe
|
184.1
|
|
|
185.0
|
|
|
131.6
|
|
|||
MCI
|
2.7
|
|
|
2.9
|
|
|
3.4
|
|
|||
Corporate
|
8.6
|
|
|
9.8
|
|
|
9.5
|
|
|||
Consolidated depreciation and amortization
|
$
|
313.0
|
|
|
$
|
320.5
|
|
|
$
|
272.7
|
|
Capital expenditures
(2)
:
|
|
|
|
|
|
||||||
Canada
|
$
|
77.8
|
|
|
$
|
75.7
|
|
|
$
|
98.8
|
|
Europe
|
168.6
|
|
|
204.6
|
|
|
110.7
|
|
|||
MCI
|
0.9
|
|
|
1.6
|
|
|
5.8
|
|
|||
Corporate
|
12.2
|
|
|
12.0
|
|
|
7.0
|
|
|||
Consolidated capital expenditures
|
$
|
259.5
|
|
|
$
|
293.9
|
|
|
$
|
222.3
|
|
(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 as a result of the Acquisition.
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
Canada
|
$
|
1,699.9
|
|
|
$
|
1,839.8
|
|
|
$
|
1,930.7
|
|
United States and its territories
|
98.1
|
|
|
105.2
|
|
|
107.3
|
|
|||
United Kingdom
|
1,391.5
|
|
|
1,261.6
|
|
|
1,218.4
|
|
|||
Other foreign countries
(1)
|
956.8
|
|
|
999.5
|
|
|
660.1
|
|
|||
Consolidated net sales
|
$
|
4,146.3
|
|
|
$
|
4,206.1
|
|
|
$
|
3,916.5
|
|
(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, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Net properties:
|
|
|
|
||||
Canada
|
$
|
736.1
|
|
|
$
|
814.8
|
|
United States and its territories
|
35.2
|
|
|
38.6
|
|
||
United Kingdom
|
465.7
|
|
|
503.4
|
|
||
Other foreign countries
(1)
|
561.0
|
|
|
613.3
|
|
||
Consolidated net properties
|
$
|
1,798.0
|
|
|
$
|
1,970.1
|
|
(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, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
795.3
|
|
|
$
|
798.4
|
|
Non-current assets
|
9,047.4
|
|
|
8,989.3
|
|
||
Total assets
|
$
|
9,842.7
|
|
|
$
|
9,787.7
|
|
Current liabilities
|
$
|
1,061.3
|
|
|
$
|
950.1
|
|
Non-current liabilities
|
1,578.8
|
|
|
1,346.2
|
|
||
Total liabilities
|
2,640.1
|
|
|
2,296.3
|
|
||
Noncontrolling interests
|
23.5
|
|
|
20.7
|
|
||
Owners' equity
|
7,179.1
|
|
|
7,470.7
|
|
||
Total liabilities and equity
|
$
|
9,842.7
|
|
|
$
|
9,787.7
|
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions, except percentages)
|
||||||
MillerCoors owners' equity
|
$
|
7,179.1
|
|
|
$
|
7,470.7
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC proportionate share in MillerCoors' equity
|
3,015.2
|
|
|
3,137.7
|
|
||
Difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
(661.6
|
)
|
|
(666.2
|
)
|
||
Accounting policy elections
|
35.0
|
|
|
35.0
|
|
||
Investment in MillerCoors
|
$
|
2,388.6
|
|
|
$
|
2,506.5
|
|
(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 proportionate 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, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
(In millions)
|
||||||||||
Net sales
|
$
|
7,848.4
|
|
|
$
|
7,800.8
|
|
|
$
|
7,761.1
|
|
Cost of goods sold
|
(4,743.8
|
)
|
|
(4,723.7
|
)
|
|
(4,689.7
|
)
|
|||
Gross profit
|
$
|
3,104.6
|
|
|
$
|
3,077.1
|
|
|
$
|
3,071.4
|
|
Operating income
(1)
|
$
|
1,347.3
|
|
|
$
|
1,287.4
|
|
|
$
|
1,211.1
|
|
Net income attributable to MillerCoors
(1)
|
$
|
1,326.2
|
|
|
$
|
1,270.5
|
|
|
$
|
1,190.9
|
|
(1)
|
Results for 2014 include special charges related to restructuring activities of
$1.4 million
. Results for 2013 include special charges related to restructuring activities and asset write-offs of
$17.2 million
and
$2.6 million
, respectively. Results for 2012 include 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.
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
(In millions, except percentages)
|
||||||||||
Net income attributable to MillerCoors
|
$
|
1,326.2
|
|
|
$
|
1,270.5
|
|
|
$
|
1,190.9
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
|||
MCBC proportionate share of MillerCoors net income
|
557.0
|
|
|
533.6
|
|
|
500.2
|
|
|||
Amortization of the difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
|
4.6
|
|
|
4.6
|
|
|
4.9
|
|
|||
Share-based compensation adjustment
(1)
|
0.2
|
|
|
0.8
|
|
|
5.8
|
|
|||
Equity income in MillerCoors
|
$
|
561.8
|
|
|
$
|
539.0
|
|
|
$
|
510.9
|
|
(1)
|
The net adjustment is to eliminate all share-based compensation impacts related to pre-existing SABMiller plc equity awards held by former Miller employees employed by MillerCoors.
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Beer sales to MillerCoors
|
$
|
13.1
|
|
|
$
|
16.6
|
|
|
$
|
18.9
|
|
Beer purchases from MillerCoors
|
$
|
37.3
|
|
|
$
|
19.2
|
|
|
$
|
13.1
|
|
Service agreement costs and other charges to MillerCoors
|
$
|
2.4
|
|
|
$
|
2.5
|
|
|
$
|
3.7
|
|
Service agreement costs and other charges from MillerCoors
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
As of
|
||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
6.8
|
|
|
$
|
2.9
|
|
|
$
|
5.6
|
|
|
$
|
1.7
|
|
Cobra U.K.
|
$
|
31.0
|
|
|
$
|
0.8
|
|
|
$
|
36.5
|
|
|
$
|
1.9
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Gain on sale of non-operating asset
(1)
|
$
|
—
|
|
|
$
|
23.5
|
|
|
$
|
5.2
|
|
Bridge facility fees
(2)
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|||
Euro currency purchase loss
(3)
|
—
|
|
|
—
|
|
|
(57.9
|
)
|
|||
Gain (loss) from other foreign exchange and derivative activity
(4)
|
(6.6
|
)
|
|
(7.8
|
)
|
|
(25.2
|
)
|
|||
Other, net
|
0.1
|
|
|
3.2
|
|
|
0.6
|
|
|||
Other income (expense), net
|
$
|
(6.5
|
)
|
|
$
|
18.9
|
|
|
$
|
(90.3
|
)
|
(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 or 2012, and cash distributions, recognized within other income, from the Partnership were immaterial in 2013 and 2012.
|
(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)
|
Included in this amount are gains of
$0.5 million
and losses of
$2.4 million
and
$23.8 million
for
2014
,
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
$7.1 million
,
$0.5 million
and
$1.4 million
related to other foreign exchange and derivative activity during
2014
,
2013
and
2012
, respectively.
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Domestic
|
$
|
736.2
|
|
|
$
|
809.7
|
|
|
$
|
712.8
|
|
Foreign
|
(149.9
|
)
|
|
(155.2
|
)
|
|
(120.7
|
)
|
|||
Total
|
$
|
586.3
|
|
|
$
|
654.5
|
|
|
$
|
592.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
78.4
|
|
|
$
|
39.1
|
|
|
$
|
45.5
|
|
State
|
12.9
|
|
|
11.8
|
|
|
8.3
|
|
|||
Foreign
|
(22.5
|
)
|
|
50.7
|
|
|
28.2
|
|
|||
Total current tax expense (benefit)
|
$
|
68.8
|
|
|
$
|
101.6
|
|
|
$
|
82.0
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
27.6
|
|
|
$
|
59.6
|
|
|
$
|
47.9
|
|
State
|
2.0
|
|
|
5.1
|
|
|
6.3
|
|
|||
Foreign
|
(29.4
|
)
|
|
(82.3
|
)
|
|
18.3
|
|
|||
Total deferred tax expense (benefit)
|
$
|
0.2
|
|
|
$
|
(17.6
|
)
|
|
$
|
72.5
|
|
Total income tax expense (benefit) from continuing operations
|
$
|
69.0
|
|
|
$
|
84.0
|
|
|
$
|
154.5
|
|
|
For the years ended
|
|||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
|||
Statutory Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefits
|
2.5
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
Effect of foreign tax rates
|
(24.3
|
)%
|
|
(27.4
|
)%
|
|
(24.5
|
)%
|
Effect of foreign tax law and rate changes
|
—
|
%
|
|
0.5
|
%
|
|
6.8
|
%
|
Effect of unrecognized tax benefits
|
(3.9
|
)%
|
|
3.3
|
%
|
|
(0.7
|
)%
|
Change in valuation allowance
|
0.4
|
%
|
|
(1.5
|
)%
|
|
6.0
|
%
|
Other, net
|
2.1
|
%
|
|
1.6
|
%
|
|
2.1
|
%
|
Effective tax rate
|
11.8
|
%
|
|
12.8
|
%
|
|
26.1
|
%
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Current deferred tax assets:
|
|
|
|
||||
Compensation related obligations
|
$
|
2.8
|
|
|
$
|
1.2
|
|
Foreign exchange gain/loss
|
—
|
|
|
29.3
|
|
||
Accrued liabilities and other
|
15.8
|
|
|
49.4
|
|
||
Valuation allowance
|
(4.9
|
)
|
|
(3.0
|
)
|
||
Balance sheet reserves and accruals
|
10.7
|
|
|
2.4
|
|
||
Other
|
7.8
|
|
|
—
|
|
||
Total current deferred tax assets
|
$
|
32.2
|
|
|
$
|
79.3
|
|
Current deferred tax liabilities:
|
|
|
|
||||
Partnership investments
|
169.8
|
|
|
160.9
|
|
||
Other
|
—
|
|
|
6.1
|
|
||
Total current deferred tax liabilities
|
$
|
169.8
|
|
|
$
|
167.0
|
|
Net current deferred tax assets
|
—
|
|
|
—
|
|
||
Net current deferred tax liabilities
|
$
|
137.6
|
|
|
$
|
87.7
|
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Non-current deferred tax assets:
|
|
|
|
||||
Compensation related obligations
|
$
|
8.0
|
|
|
$
|
8.7
|
|
Pension and postretirement benefits
|
118.7
|
|
|
94.8
|
|
||
Foreign exchange gain/loss
|
—
|
|
|
14.8
|
|
||
Tax credit carryforwards
|
1.5
|
|
|
1.7
|
|
||
Tax loss carryforwards
(1)
|
166.8
|
|
|
164.0
|
|
||
Intercompany financing
|
6.8
|
|
|
8.4
|
|
||
Partnership investments
|
27.2
|
|
|
11.8
|
|
||
Accrued liabilities and other
|
1.0
|
|
|
5.5
|
|
||
Other
|
10.4
|
|
|
16.6
|
|
||
Valuation allowance
(1)
|
(100.5
|
)
|
|
(104.0
|
)
|
||
Total non-current deferred tax assets
|
$
|
239.9
|
|
|
$
|
222.3
|
|
Non-current deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
107.3
|
|
|
120.5
|
|
||
Partnership investments
|
—
|
|
|
22.1
|
|
||
Foreign exchange gain/loss
|
13.7
|
|
|
—
|
|
||
Intangible assets
|
789.1
|
|
|
939.5
|
|
||
Hedging
|
12.5
|
|
|
7.2
|
|
||
Other
|
5.5
|
|
|
6.1
|
|
||
Total non-current deferred tax liabilities
|
$
|
928.1
|
|
|
$
|
1,095.4
|
|
Net non-current deferred tax assets
|
—
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
$
|
688.2
|
|
|
$
|
873.1
|
|
(1)
|
We have revised our reported beginning and ending 2013 amounts to reflect the inclusion of tax loss carryforwards of
$9.3 million
that have a corresponding
$9.3 million
valuation allowance in China. For local tax purposes, these China net operating losses can be carried forward five years. For U.S. GAAP purposes, these net operating losses have been fully valued as they would not be realizable before they expire. In our 2013 presentation, a net zero deferred tax asset for these loss carryforwards was reflected in the table presentation.
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Domestic net current deferred tax liabilities
|
$
|
164.6
|
|
|
$
|
138.1
|
|
Foreign net current deferred tax liabilities
|
0.2
|
|
|
—
|
|
||
Foreign net current deferred tax assets
|
27.2
|
|
|
50.4
|
|
||
Net current deferred tax liabilities
|
$
|
137.6
|
|
|
$
|
87.7
|
|
Domestic net non-current deferred tax assets
|
$
|
23.1
|
|
|
$
|
22.2
|
|
Foreign net non-current deferred tax assets
|
35.1
|
|
|
16.1
|
|
||
Foreign net non-current deferred tax liabilities
|
746.4
|
|
|
911.4
|
|
||
Net non-current deferred tax liabilities
|
$
|
688.2
|
|
|
$
|
873.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
137.9
|
|
|
$
|
109.2
|
|
|
$
|
104.4
|
|
Additions for tax positions related to the current year
|
2.2
|
|
|
3.7
|
|
|
9.9
|
|
|||
Additions for tax positions of prior years
|
20.4
|
|
|
59.2
|
|
|
8.6
|
|
|||
Reductions for tax positions of prior years
|
(19.4
|
)
|
|
(3.2
|
)
|
|
(0.1
|
)
|
|||
Settlements
|
(55.4
|
)
|
|
(2.6
|
)
|
|
(0.9
|
)
|
|||
Release due to statute expiration and legislative changes
|
(18.4
|
)
|
|
(24.9
|
)
|
|
(14.4
|
)
|
|||
Foreign currency adjustment
|
(7.5
|
)
|
|
(3.5
|
)
|
|
1.7
|
|
|||
Balance at end of year
|
$
|
59.8
|
|
|
$
|
137.9
|
|
|
$
|
109.2
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
Reconciliation of unrecognized tax benefits balance
|
(In millions)
|
||||||||||
Estimated interest and penalties
|
$
|
7.2
|
|
|
$
|
15.5
|
|
|
$
|
8.5
|
|
Offsetting positions
|
(3.7
|
)
|
|
(3.8
|
)
|
|
(1.9
|
)
|
|||
Unrecognized tax positions
|
59.8
|
|
|
137.9
|
|
|
109.2
|
|
|||
Total unrecognized tax benefits
|
$
|
63.3
|
|
|
$
|
149.6
|
|
|
$
|
115.8
|
|
|
|
|
|
|
|
||||||
Presented net against non-current deferred tax assets
|
$
|
37.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current (included in accounts payable and other current liabilities)
|
—
|
|
|
42.5
|
|
|
0.3
|
|
|||
Non-current
|
25.4
|
|
|
107.1
|
|
|
115.5
|
|
|||
Total unrecognized tax benefits
|
$
|
63.3
|
|
|
$
|
149.6
|
|
|
$
|
115.8
|
|
|
|
|
|
|
|
||||||
Amount of unrecognized tax benefits that would impact the effective tax rate
|
$
|
59.8
|
|
|
$
|
137.9
|
|
|
$
|
109.2
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Employee-related charges
|
|
|
|
|
|
||||||
Restructuring
|
|
|
|
|
|
||||||
Canada
|
$
|
7.6
|
|
|
$
|
10.6
|
|
|
$
|
10.1
|
|
Europe
|
3.7
|
|
|
14.5
|
|
|
19.8
|
|
|||
MCI
|
—
|
|
|
0.4
|
|
|
3.0
|
|
|||
Corporate
|
0.3
|
|
|
1.3
|
|
|
2.0
|
|
|||
Special termination benefits
|
|
|
|
|
|
||||||
Canada
|
—
|
|
|
2.2
|
|
|
5.0
|
|
|||
Impairments or asset abandonment charges
|
|
|
|
|
|
||||||
Canada - Intangible asset write-off and impairment
(1)
|
13.8
|
|
|
17.9
|
|
|
—
|
|
|||
Europe - Intangible asset impairment
(2)
|
360.0
|
|
|
150.9
|
|
|
—
|
|
|||
Europe - Asset abandonment
(3)
|
4.0
|
|
|
—
|
|
|
7.2
|
|
|||
MCI - China impairment and related costs
(4)
|
—
|
|
|
—
|
|
|
39.2
|
|
|||
Unusual or infrequent items
|
|
|
|
|
|
||||||
Canada - Flood loss (insurance reimbursement)
(5)
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Europe - Release of non-income-related tax reserve
(6)
|
—
|
|
|
(4.2
|
)
|
|
(3.5
|
)
|
|||
Europe - Flood loss (insurance reimbursement), net
(7)
|
(1.8
|
)
|
|
(2.0
|
)
|
|
—
|
|
|||
Termination fees and other (gains)/losses
|
|
|
|
|
|
||||||
Canada - Termination fee income
(1)
|
(63.2
|
)
|
|
—
|
|
|
—
|
|
|||
Europe - Tradeteam transactions
(8)
|
—
|
|
|
13.2
|
|
|
—
|
|
|||
MCI - Sale of China joint venture
(4)
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|||
Total Special items, net
|
$
|
324.4
|
|
|
$
|
200.0
|
|
|
$
|
81.4
|
|
(1)
|
Upon termination of our MMI operations in 2014, we recognized termination fee income and charges associated with the write-off of the definite-lived intangible asset associated with the joint venture. See
Note 5, "Investments"
for further discussion.
|
(2)
|
During the third quarters of 2014 and 2013, we recognized impairment charges related to indefinite-lived intangible assets in Europe. See
Note 12, "Goodwill and Intangible Assets"
for further discussion.
|
(3)
|
In December 2013, we entered into an agreement with Heineken to early terminate our contract brewing and kegging agreement with Heineken under which we produced and packaged the
Foster's
and
Kronenbourg
brands in the U.K. As a result of the termination, Heineken agreed to pay us an aggregate early termination payment of GBP
13.0 million
, of which we received
$8.5 million
(GBP
5.0 million
) in 2014 and will receive the remainder at the end of the transition period, concluding on April 30, 2015. The full amount of the termination payment will be recognized as income within special items at the end of the transition period. Additionally, the termination of this distribution agreement led to a strategic review of our European supply chain network. As part of this analysis, we entered into a consultation process during the fourth quarter of 2014 following a proposal by management to close one of our U.K. brewing facilities in 2015. As a result of management's proposal, we incurred accelerated depreciation expense in excess of our normal depreciation associated with this brewery. We may incur additional charges associated with the proposed closing of this brewery in 2015, which we anticipate will also be recorded within special items.
|
(4)
|
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.
|
(5)
|
During 2012, we received insurance proceeds in excess of expenses incurred related to flood damages at our Toronto offices.
|
(6)
|
During 2009, we established a non-income-related tax reserve of
$10.4 million
that was recorded as a special item. The amounts recorded in 2013 and 2012 represent the release of this reserve as a result of a change in estimate. As a result, the remaining amount of this non-income-related tax reserve was fully released in 2013.
|
(7)
|
During
2014
, we recorded losses and related costs of
$2.1 million
in our Europe business associated with significant flooding in Serbia, Bosnia and Croatia that occurred in the second quarter of 2014. These losses were offset by insurance proceeds of
$3.9 million
received related to the flooding that occurred in the second quarter of 2014.
|
(8)
|
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 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
|
|
Charges incurred
|
7.6
|
|
|
6.3
|
|
|
—
|
|
|
0.3
|
|
|
14.2
|
|
|||||
Payments made
|
(13.0
|
)
|
|
(5.2
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(19.7
|
)
|
|||||
Changes in estimates
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||
Foreign currency and other adjustments
|
(0.5
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Balance at December 31, 2014
|
$
|
3.8
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
15.5
|
|
|
Common stock
issued
|
|
Exchangeable
shares issued
|
||||||||
|
Class A
|
|
Class B
(1)
|
|
Class A
|
|
Class B
|
||||
|
(Share amounts in millions)
|
||||||||||
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
|
|
Shares issued under equity compensation plans
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(1.4
|
)
|
Balance at December 31, 2014
|
2.6
|
|
|
169.9
|
|
|
2.9
|
|
|
17.6
|
|
(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, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
513.5
|
|
|
$
|
565.3
|
|
|
$
|
441.5
|
|
Income (loss) from discontinued operations, net of tax
|
0.5
|
|
|
2.0
|
|
|
1.5
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
514.0
|
|
|
$
|
567.3
|
|
|
$
|
443.0
|
|
Weighted-average shares for basic EPS
|
184.9
|
|
|
183.0
|
|
|
180.8
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and SOSARs
|
0.7
|
|
|
0.7
|
|
|
0.5
|
|
|||
RSUs, PSUs, PUs and DSUs
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Weighted-average shares for diluted EPS
|
186.1
|
|
|
184.2
|
|
|
181.8
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
2.78
|
|
|
$
|
3.09
|
|
|
$
|
2.44
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
2.78
|
|
|
$
|
3.10
|
|
|
$
|
2.45
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
2.76
|
|
|
$
|
3.07
|
|
|
$
|
2.43
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
2.76
|
|
|
$
|
3.08
|
|
|
$
|
2.44
|
|
Dividends declared and paid per share
|
$
|
1.48
|
|
|
$
|
1.28
|
|
|
$
|
1.28
|
|
|
For the years ended
|
|||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
|||
|
(In millions)
|
|||||||
Stock options, SOSARs and RSUs
|
—
|
|
|
0.1
|
|
|
1.5
|
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Land and improvements
|
$
|
175.3
|
|
|
$
|
192.1
|
|
Buildings and improvements
|
475.0
|
|
|
505.0
|
|
||
Machinery and equipment
|
1,756.8
|
|
|
1,802.7
|
|
||
Returnable containers
|
241.5
|
|
|
313.5
|
|
||
Furniture and fixtures
|
205.9
|
|
|
365.4
|
|
||
Software
|
128.3
|
|
|
120.8
|
|
||
Natural resource properties
|
3.8
|
|
|
3.0
|
|
||
Construction in progress
|
154.6
|
|
|
126.3
|
|
||
Total properties cost
|
3,141.2
|
|
|
3,428.8
|
|
||
Less: accumulated depreciation
|
(1,343.2
|
)
|
|
(1,458.7
|
)
|
||
Net properties
|
$
|
1,798.0
|
|
|
$
|
1,970.1
|
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
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
|
|
||||
Foreign currency translation
|
(61.7
|
)
|
|
(165.2
|
)
|
|
(0.2
|
)
|
|
(227.1
|
)
|
||||
Balance at December 31, 2014
|
$
|
656.5
|
|
|
$
|
1,528.0
|
|
|
$
|
7.1
|
|
|
$
|
2,191.6
|
|
(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. 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
|
|
$
|
483.5
|
|
|
$
|
(229.1
|
)
|
|
$
|
254.4
|
|
License agreements and distribution rights
|
3 - 28
|
|
122.0
|
|
|
(101.1
|
)
|
|
20.9
|
|
|||
Other
|
2 - 8
|
|
31.7
|
|
|
(29.4
|
)
|
|
2.3
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
4,590.2
|
|
|
—
|
|
|
4,590.2
|
|
|||
Distribution networks
|
Indefinite
|
|
870.5
|
|
|
—
|
|
|
870.5
|
|
|||
Other
|
Indefinite
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Total
|
|
|
$
|
6,115.4
|
|
|
$
|
(359.6
|
)
|
|
$
|
5,755.8
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 40
|
|
$
|
537.5
|
|
|
$
|
(224.7
|
)
|
|
$
|
312.8
|
|
License agreements and distribution rights
|
2 - 23
|
|
314.1
|
|
|
(255.0
|
)
|
|
59.1
|
|
|||
Other
|
2 - 42
|
|
37.4
|
|
|
(34.0
|
)
|
|
3.4
|
|
|||
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
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2015
|
|
$
|
27.1
|
|
2016
|
|
$
|
25.0
|
|
2017
|
|
$
|
12.8
|
|
2018
|
|
$
|
11.1
|
|
2019
|
|
$
|
11.1
|
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
€500 million 0.0% convertible note due 2013
(1)
|
$
|
—
|
|
|
$
|
61.8
|
|
CAD 900 million 5.0% notes due 2015
(2)
|
774.5
|
|
|
847.2
|
|
||
CAD 500 million 3.95% Series A notes due 2017
(2)
|
430.3
|
|
|
470.7
|
|
||
$300 million 2.0% notes due 2017
(3)
|
300.0
|
|
|
300.0
|
|
||
$500 million 3.5% notes due 2022
(3)
|
510.8
|
|
|
500.0
|
|
||
$1.1 billion 5.0% notes due 2042
(3)
|
1,100.0
|
|
|
1,100.0
|
|
||
Other long-term debt
|
—
|
|
|
0.2
|
|
||
Long-term credit facilities
(4)
|
—
|
|
|
—
|
|
||
Less: unamortized debt discounts
|
(4.2
|
)
|
|
(5.1
|
)
|
||
Total long-term debt (including current portion)
|
3,111.4
|
|
|
3,274.8
|
|
||
Less: current portion of long-term debt
|
(774.3
|
)
|
|
(61.8
|
)
|
||
Total long-term debt
|
$
|
2,337.1
|
|
|
$
|
3,213.0
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Commercial paper program
(5)
|
$
|
—
|
|
|
$
|
379.8
|
|
Overdraft facility
(6)
|
64.6
|
|
|
—
|
|
||
Short-term facilities
(7)
:
|
|
|
|
||||
Japanese Yen ("JPY") 1.5 billion line of credit
|
4.9
|
|
|
3.1
|
|
||
EUR 100 million revolving credit facility
|
—
|
|
|
137.4
|
|
||
Other short-term borrowings
|
5.6
|
|
|
4.8
|
|
||
Current portion of long-term debt
|
774.3
|
|
|
61.8
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
849.4
|
|
|
$
|
586.9
|
|
(1)
|
On June 15, 2012, we issued a
€500 million
convertible note due December 31, 2013, which included a put conversion feature to the Seller. On August 13, 2013, the conversion feature was exercised for an agreed value upon exercise of
€510.9 million
, consisting of
€500 million
in principal and
€10.9 million
for the conversion feature.
|
(2)
|
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.
|
(3)
|
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%
("
$500 million
notes") 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.
|
(4)
|
During the second quarter of 2014, we entered into a
five
-year,
$750 million
revolving multi-currency credit facility, which provides a
$100 million
sub-facility available for the issuance of letters of credit. This revolving facility replaced our existing
$400 million
and
$550 million
revolving credit facilities, which had maturities in the second quarters of 2015 and 2016, respectively. As a result, we made a reduction to the size of our existing commercial paper program of
$950 million
which was approved and implemented during the first quarter of 2013 to a maximum aggregate amount outstanding at any time of
$750 million
. Concurrent with the transaction, we incurred
$1.8 million
|
(5)
|
As of
December 31, 2014
, there were no outstanding borrowings under the commercial paper program, and as of
December 31, 2013
, the outstanding borrowings were
$379.8 million
at a weighted average effective interest rate and tenor of
0.49%
and
47.2
days, respectively.
|
(6)
|
As of
December 31, 2014
, we had
$64.6 million
in bank overdrafts and
$80.0 million
in bank cash related to our European notional cross-border, cross-currency cash pool for a net positive position of
$15.4 million
. As of
December 31, 2013
, we did not have bank overdrafts related to the cash pool.
|
(7)
|
In the third quarter of 2013, the current revolving credit facility supporting the operations of our Europe segment was renewed and restructured to provide
€150 million
on an uncommitted basis through September 2014. During the third quarter of 2014, this revolving credit facility was amended to extend the maturity date by one year and to reduce the facility commitment from
€150 million
to
€100 million
on an uncommitted basis through September 2015. Fees associated with this amendment were immaterial. There were no outstanding borrowings under this revolving credit facility as of
December 31, 2014
, and outstanding borrowings as of
December 31, 2013
, were
$137.4 million
.
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2015
|
|
$
|
849.6
|
|
2016
|
|
—
|
|
|
2017
|
|
730.3
|
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
Thereafter
|
|
1,600.0
|
|
|
Total
|
|
$
|
3,179.9
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Interest incurred
(1)
|
$
|
147.7
|
|
|
$
|
185.2
|
|
|
$
|
198.6
|
|
Interest capitalized
|
(2.7
|
)
|
|
(1.4
|
)
|
|
(2.3
|
)
|
|||
Interest expensed
|
$
|
145.0
|
|
|
$
|
183.8
|
|
|
$
|
196.3
|
|
(1)
|
Interest incurred includes total non-cash interest of
$11.2 million
and
$19.0 million
in
2013
and
2012
, respectively, related to the
€500 million
convertible note and the
$575 million
convertible note. Interest incurred also includes the change in fair value of the embedded conversion feature related to
€500 million
convertible note of
$5.4 million
expense and
$8.0 million
income for
2013
and 2012, respectively, as well as amortization of debt discounts and issuance costs.
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(In millions)
|
||||||||||
Pretax compensation expense
|
$
|
23.5
|
|
|
$
|
19.5
|
|
|
$
|
14.0
|
|
Tax benefit
|
(7.0
|
)
|
|
(5.6
|
)
|
|
(4.2
|
)
|
|||
After-tax compensation expense
|
$
|
16.5
|
|
|
$
|
13.9
|
|
|
$
|
9.8
|
|
|
RSUs and DSUs
|
|
PUs
|
|
PSUs
|
||||||
|
Units
|
|
Weighted-average
grant date fair value per unit
|
|
Units
|
|
Weighted-average
fair value per unit
|
|
Units
|
|
Weighted-average grant date fair value per unit
|
|
(In millions, except per share amounts)
|
||||||||||
Non-vested as of December 31, 2013
|
0.7
|
|
$42.08
|
|
1.0
|
|
$2.87
|
|
0.2
|
|
$43.10
|
Granted
|
0.3
|
|
$58.09
|
|
—
|
|
$—
|
|
0.2
|
|
$58.69
|
Vested
|
(0.2)
|
|
$41.30
|
|
(0.5)
|
|
$6.29
|
|
—
|
|
$—
|
Forfeited
|
(0.1)
|
|
$43.82
|
|
—
|
|
$—
|
|
—
|
|
$—
|
Non-vested as of December 31, 2014
|
0.7
|
|
$47.75
|
|
0.5
|
|
$3.22
|
|
0.4
|
|
$50.49
|
|
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 31, 2013
|
3.5
|
|
$43.41
|
|
4.6
|
|
$
|
45.1
|
|
|
2.9
|
|
$43.26
|
|
3.9
|
|
$
|
38.4
|
|
Granted
|
0.2
|
|
$58.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Exercised
|
(1.4)
|
|
$42.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Forfeited
|
(0.1)
|
|
$40.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Outstanding as of December 31, 2014
|
2.2
|
|
$45.33
|
|
5.0
|
|
$
|
64.6
|
|
|
1.8
|
|
$44.36
|
|
4.3
|
|
$
|
54.9
|
|
|
For the years ended
|
||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
Risk-free interest rate
|
2.29%
|
|
1.43%
|
|
1.50%
|
Dividend yield
|
2.57%
|
|
2.88%
|
|
2.99%
|
Volatility range
|
22.66% - 26.57%
|
|
22.39% - 25.90%
|
|
25.80% - 27.56%
|
Weighted-average volatility
|
25.59%
|
|
25.02%
|
|
25.86%
|
Expected term (years)
|
7.5
|
|
7.7
|
|
4.0 - 7.7
|
Weighted-average fair value
|
$12.78
|
|
$8.39
|
|
$8.09
|
|
For the years ended
|
||
|
December 31, 2014
|
|
December 31, 2013
|
Risk-free interest rate
|
0.72%
|
|
0.33%
|
Dividend yield
|
2.57%
|
|
2.88%
|
Volatility range
|
12.45% - 72.41%
|
|
12.18% - 69.37%
|
Weighted-average volatility
|
21.72%
|
|
21.13%
|
Expected term (years)
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$58.69
|
|
$43.10
|
|
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 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 (gain) loss to income
(1)
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
(176.5
|
)
|
|
—
|
|
|
(176.5
|
)
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss 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 (gain) loss to income
(1)
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
278.0
|
|
|
—
|
|
|
278.0
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
(1)
|
—
|
|
|
—
|
|
|
53.7
|
|
|
—
|
|
|
53.7
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
114.5
|
|
|
114.5
|
|
|||||
Tax adjustment related to investment in MillerCoors reclassification
(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
|
|
Foreign currency translation adjustments
|
(818.0
|
)
|
|
(8.9
|
)
|
|
8.4
|
|
|
—
|
|
|
(818.5
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Reclassification of derivative (gain) loss to income
(1)
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
(172.3
|
)
|
|
—
|
|
|
(172.3
|
)
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
(1)
|
—
|
|
|
—
|
|
|
33.0
|
|
|
—
|
|
|
33.0
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.5
|
)
|
|
(157.5
|
)
|
|||||
Tax benefit (expense)
|
(31.3
|
)
|
|
1.7
|
|
|
28.7
|
|
|
55.3
|
|
|
54.4
|
|
|||||
As of December 31, 2014
|
$
|
129.8
|
|
|
$
|
15.0
|
|
|
$
|
(658.5
|
)
|
|
$
|
(384.7
|
)
|
|
$
|
(898.4
|
)
|
(1)
|
The tax benefit (expense) recognized on reclassification of derivative gains and losses to income was
$1.5 million
,
$(2.3) million
and
$1.6 million
for
2014
,
2013
and
2012
, respectively. The tax benefit recognized on reclassification of net prior service costs and net actuarial gains and losses to income was
$6.8 million
,
$7.3 million
and
$5.4 million
for
2014
,
2013
and
2012
, 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 proportionate 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, 2014
|
|
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
|
|
$
|
(1.5
|
)
|
|
$
|
(1.6
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
(5.5
|
)
|
|
2.2
|
|
|
Other income (expense), net
|
||
Foreign currency forwards
|
|
2.8
|
|
|
5.2
|
|
|
Cost of goods sold
|
||
Commodity swaps
|
|
0.4
|
|
|
(0.3
|
)
|
|
Cost of goods sold
|
||
Total income (loss) reclassified, before tax
|
|
(3.8
|
)
|
|
5.5
|
|
|
|
||
Income tax benefit (expense)
|
|
1.5
|
|
|
(2.3
|
)
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
(2.3
|
)
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
||||
Prior service benefit (cost)
|
|
$
|
2.4
|
|
|
$
|
2.8
|
|
|
(1)
|
Net actuarial gain (loss)
|
|
(35.4
|
)
|
|
(56.5
|
)
|
|
(1)
|
||
Total income (loss) reclassified, before tax
|
|
(33.0
|
)
|
|
(53.7
|
)
|
|
|
||
Income tax benefit (expense)
|
|
6.8
|
|
|
7.3
|
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
(26.2
|
)
|
|
$
|
(46.4
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total income (loss) reclassified, net of tax
|
|
$
|
(28.5
|
)
|
|
$
|
(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, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||||||||||||||||||||||||||
|
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
|
$
|
13.1
|
|
|
$
|
3.0
|
|
|
$
|
16.1
|
|
|
$
|
15.8
|
|
|
$
|
3.4
|
|
|
$
|
19.2
|
|
|
$
|
16.8
|
|
|
$
|
2.9
|
|
|
$
|
19.7
|
|
Interest cost on projected benefit obligation
|
167.6
|
|
|
7.1
|
|
|
174.7
|
|
|
157.0
|
|
|
7.2
|
|
|
164.2
|
|
|
165.7
|
|
|
8.0
|
|
|
173.7
|
|
|||||||||
Expected return on plan assets
|
(195.6
|
)
|
|
—
|
|
|
(195.6
|
)
|
|
(177.9
|
)
|
|
—
|
|
|
(177.9
|
)
|
|
(175.2
|
)
|
|
—
|
|
|
(175.2
|
)
|
|||||||||
Amortization of prior service cost (benefit)
|
0.6
|
|
|
(3.0
|
)
|
|
(2.4
|
)
|
|
0.8
|
|
|
(3.6
|
)
|
|
(2.8
|
)
|
|
0.8
|
|
|
(3.7
|
)
|
|
(2.9
|
)
|
|||||||||
Amortization of net actuarial loss (gain)
|
36.3
|
|
|
(0.9
|
)
|
|
35.4
|
|
|
56.6
|
|
|
(0.1
|
)
|
|
56.5
|
|
|
39.4
|
|
|
(0.2
|
)
|
|
39.2
|
|
|||||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||||||
Less: expected participant contributions
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||||||
Net periodic pension and OPEB cost
|
$
|
21.0
|
|
|
$
|
6.2
|
|
|
$
|
27.2
|
|
|
$
|
51.1
|
|
|
$
|
6.9
|
|
|
$
|
58.0
|
|
|
$
|
47.7
|
|
|
$
|
7.0
|
|
|
$
|
54.7
|
|
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year benefit obligation
|
$
|
3,816.9
|
|
|
$
|
162.1
|
|
|
$
|
3,979.0
|
|
|
$
|
3,955.5
|
|
|
$
|
186.4
|
|
|
$
|
4,141.9
|
|
Service cost, net of expected employee contributions
|
12.1
|
|
|
3.0
|
|
|
15.1
|
|
|
14.7
|
|
|
3.4
|
|
|
18.1
|
|
||||||
Interest cost
|
167.6
|
|
|
7.1
|
|
|
174.7
|
|
|
157.0
|
|
|
7.2
|
|
|
164.2
|
|
||||||
Actual employee contributions
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Actuarial loss (gain)
|
477.2
|
|
|
12.6
|
|
|
489.8
|
|
|
(84.6
|
)
|
|
(15.7
|
)
|
|
(100.3
|
)
|
||||||
Amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.1
|
)
|
|
0.4
|
|
||||||
Benefits paid
|
(208.4
|
)
|
|
(7.8
|
)
|
|
(216.2
|
)
|
|
(201.0
|
)
|
|
(8.5
|
)
|
|
(209.5
|
)
|
||||||
Adjustment due to change in historical accounting
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
8.1
|
|
||||||
Foreign currency exchange rate change
|
(286.8
|
)
|
|
(14.8
|
)
|
|
(301.6
|
)
|
|
(34.4
|
)
|
|
(10.6
|
)
|
|
(45.0
|
)
|
||||||
Benefit obligation at end of year
|
$
|
3,979.3
|
|
|
$
|
162.2
|
|
|
$
|
4,141.5
|
|
|
$
|
3,816.9
|
|
|
$
|
162.1
|
|
|
$
|
3,979.0
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year fair value of assets
|
$
|
3,596.2
|
|
|
$
|
—
|
|
|
$
|
3,596.2
|
|
|
$
|
3,353.8
|
|
|
$
|
—
|
|
|
$
|
3,353.8
|
|
Actual return on plan assets
|
516.5
|
|
|
—
|
|
|
516.5
|
|
|
359.7
|
|
|
—
|
|
|
359.7
|
|
||||||
Employer contributions
|
33.6
|
|
|
7.6
|
|
|
41.2
|
|
|
113.1
|
|
|
8.5
|
|
|
121.6
|
|
||||||
Actual employee contributions
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Benefits and plan expenses paid
|
(211.9
|
)
|
|
(7.6
|
)
|
|
(219.5
|
)
|
|
(204.5
|
)
|
|
(8.5
|
)
|
|
(213.0
|
)
|
||||||
Foreign currency exchange rate change
|
(267.5
|
)
|
|
—
|
|
|
(267.5
|
)
|
|
(27.0
|
)
|
|
—
|
|
|
(27.0
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
3,667.6
|
|
|
$
|
—
|
|
|
$
|
3,667.6
|
|
|
$
|
3,596.2
|
|
|
$
|
—
|
|
|
$
|
3,596.2
|
|
Funded status:
|
$
|
(311.7
|
)
|
|
$
|
(162.2
|
)
|
|
$
|
(473.9
|
)
|
|
$
|
(220.7
|
)
|
|
$
|
(162.1
|
)
|
|
$
|
(382.8
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other non-current assets
|
$
|
79.1
|
|
|
$
|
—
|
|
|
$
|
79.1
|
|
|
$
|
91.8
|
|
|
$
|
—
|
|
|
$
|
91.8
|
|
Accounts payable and other current liabilities
|
(2.8
|
)
|
|
(7.3
|
)
|
|
(10.1
|
)
|
|
(3.1
|
)
|
|
(8.9
|
)
|
|
(12.0
|
)
|
||||||
Pension and postretirement benefits
|
(388.0
|
)
|
|
(154.9
|
)
|
|
(542.9
|
)
|
|
(309.4
|
)
|
|
(153.2
|
)
|
|
(462.6
|
)
|
||||||
Net amounts recognized
|
$
|
(311.7
|
)
|
|
$
|
(162.2
|
)
|
|
$
|
(473.9
|
)
|
|
$
|
(220.7
|
)
|
|
$
|
(162.1
|
)
|
|
$
|
(382.8
|
)
|
|
As of December 31, 2014
|
|
As of December 31, 2013
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Accumulated benefit obligation
|
$
|
3,272.9
|
|
|
$
|
162.2
|
|
|
$
|
3,435.1
|
|
|
$
|
3,105.7
|
|
|
$
|
162.1
|
|
|
$
|
3,267.8
|
|
Projected benefit obligation
|
$
|
3,273.4
|
|
|
$
|
162.2
|
|
|
$
|
3,435.6
|
|
|
$
|
3,115.5
|
|
|
$
|
162.1
|
|
|
$
|
3,277.6
|
|
Fair value of plan assets
|
$
|
2,882.6
|
|
|
$
|
—
|
|
|
$
|
2,882.6
|
|
|
$
|
2,803.0
|
|
|
$
|
—
|
|
|
$
|
2,803.0
|
|
|
As of December 31, 2014
|
|
As of December 31, 2013
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
924.6
|
|
|
$
|
(7.0
|
)
|
|
$
|
917.6
|
|
|
$
|
811.1
|
|
|
$
|
(21.7
|
)
|
|
$
|
789.4
|
|
Net prior service cost
|
2.4
|
|
|
(0.5
|
)
|
|
1.9
|
|
|
3.1
|
|
|
(3.9
|
)
|
|
(0.8
|
)
|
||||||
Total not yet recognized
|
$
|
927.0
|
|
|
$
|
(7.5
|
)
|
|
$
|
919.5
|
|
|
$
|
814.2
|
|
|
$
|
(25.6
|
)
|
|
$
|
788.6
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
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
|
|
Amortization of prior service costs (benefit)
|
(0.6
|
)
|
|
3.0
|
|
|
2.4
|
|
|||
Amortization of net actuarial loss (gain)
|
(36.3
|
)
|
|
0.9
|
|
|
(35.4
|
)
|
|||
Current year actuarial loss (gain)
|
159.7
|
|
|
12.6
|
|
|
172.3
|
|
|||
Foreign currency exchange rate change
|
(10.0
|
)
|
|
1.6
|
|
|
(8.4
|
)
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2014
|
$
|
927.0
|
|
|
$
|
(7.5
|
)
|
|
$
|
919.5
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Amortization of net prior service cost (gain)
|
$
|
0.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
Amortization of actuarial net loss (gain)
|
$
|
(9.3
|
)
|
|
$
|
—
|
|
|
$
|
(9.3
|
)
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
Settlement discount rate
|
4.57%
|
|
4.79%
|
|
4.18%
|
|
4.12%
|
|
4.61%
|
|
4.66%
|
Rate of compensation increase
(1)
|
2.50%
|
|
N/A
|
|
2.50%
|
|
N/A
|
|
2.50%
|
|
N/A
|
Expected return on plan assets
(2)
|
6.16%
|
|
N/A
|
|
5.83%
|
|
N/A
|
|
5.57%
|
|
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
|
|
N/A
|
|
Ranging ratably from 8.2% in 2012 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, 2014
|
|
As of December 31, 2013
|
||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
Settlement discount rate
|
3.70%
|
|
4.15%
|
|
4.57%
|
|
4.79%
|
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 2015 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.7% in 2014 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
|
$
|
(1.3
|
)
|
|
$
|
1.5
|
|
Effect on postretirement benefit obligations
|
$
|
(23.0
|
)
|
|
$
|
19.6
|
|
(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's assets in relation to the plans' liabilities
|
|
Target
allocations
|
|
Actual
allocations
|
Equities
|
30.0%
|
|
28.8%
|
Fixed income
(1)
|
48.3%
|
|
46.6%
|
Hedge funds
|
7.5%
|
|
6.1%
|
Real estate
|
4.4%
|
|
5.3%
|
Other
|
9.8%
|
|
13.2%
|
(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. 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, 2014
|
||||||||||||
|
Total at
December 31, 2014 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
108.3
|
|
|
$
|
108.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
(8.3
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
25.3
|
|
|
—
|
|
|
25.3
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
||||||||
Government securities
|
1,137.5
|
|
|
—
|
|
|
1,137.5
|
|
|
—
|
|
||||
Corporate debt securities
|
410.4
|
|
|
—
|
|
|
410.1
|
|
|
0.3
|
|
||||
Interest and inflation linked assets
|
1,149.7
|
|
|
—
|
|
|
1,105.7
|
|
|
44.0
|
|
||||
Collateralized debt securities
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||
Equities
|
|
|
|
|
|
|
|
||||||||
Common stock
|
693.9
|
|
|
693.9
|
|
|
—
|
|
|
—
|
|
||||
Investment funds
|
|
|
|
|
|
|
|
||||||||
Debt funds
|
298.0
|
|
|
—
|
|
|
169.4
|
|
|
128.6
|
|
||||
Equity funds
|
572.1
|
|
|
2.6
|
|
|
569.5
|
|
|
—
|
|
||||
Real estate funds
|
65.2
|
|
|
—
|
|
|
—
|
|
|
65.2
|
|
||||
Hedge funds of funds
|
269.5
|
|
|
—
|
|
|
113.2
|
|
|
156.3
|
|
||||
Other
|
|
|
|
|
|
|
|
||||||||
Repurchase agreements
|
(1,185.8
|
)
|
|
(1,185.8
|
)
|
|
—
|
|
|
—
|
|
||||
Private equity
|
123.9
|
|
|
—
|
|
|
—
|
|
|
123.9
|
|
||||
Recoverable taxes
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Total
|
$
|
3,667.6
|
|
|
$
|
(388.6
|
)
|
|
$
|
3,530.7
|
|
|
$
|
525.5
|
|
|
|
|
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
|
|
||||
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
|
|
|
Amount
|
||
|
(In millions)
|
||
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)/gain
|
14.2
|
|
|
Balance at December 31, 2013
|
$
|
485.5
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
9.6
|
|
|
Unrealized gain (loss) included in AOCI
|
44.1
|
|
|
Purchases, issuances, settlements
|
10.9
|
|
|
Transfers in/(out) of Level 3
|
8.1
|
|
|
Foreign exchange translation (loss)/gain
|
(32.7
|
)
|
|
Balance at December 31, 2014
|
$
|
525.5
|
|
Expected benefit payments
|
|
Pension
|
|
OPEB
|
||||
|
|
(In millions)
|
||||||
2015
|
|
$
|
203.8
|
|
|
$
|
7.3
|
|
2016
|
|
$
|
205.7
|
|
|
$
|
7.7
|
|
2017
|
|
$
|
209.2
|
|
|
$
|
8.0
|
|
2018
|
|
$
|
212.3
|
|
|
$
|
8.3
|
|
2019
|
|
$
|
215.0
|
|
|
$
|
8.5
|
|
2020-2024
|
|
$
|
1,187.0
|
|
|
$
|
51.7
|
|
|
|
|
Fair value measurements as of December 31, 2014
|
||||||||||||
|
Total at
December 31, 2014 |
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Equities
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
4.7
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total—Corporate
|
$
|
4.7
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
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 at
December 31, 2014 Using |
||||||||||||
|
Total at
December 31, 2014
|
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Interest rate swaps
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
Foreign currency forwards
|
31.6
|
|
|
—
|
|
|
31.6
|
|
|
—
|
|
||||
Commodity swaps
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
||||
Total
|
$
|
20.5
|
|
|
$
|
—
|
|
|
$
|
20.5
|
|
|
$
|
—
|
|
|
|
|
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
|
)
|
|
$
|
—
|
|
For the year ended December 31, 2014
|
|||||||||||||||
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
|
$
|
(13.3
|
)
|
|
Interest expense, net
|
|
$
|
(1.5
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
10.1
|
|
|
Other income (expense), net
|
|
(5.5
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
Cost of goods sold
|
|
2.8
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
0.5
|
|
|
Cost of goods sold
|
|
0.4
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
$
|
(2.7
|
)
|
|
|
|
$
|
(3.8
|
)
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2014
|
|||||||||||||||
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
|
$
|
6.5
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
$
|
6.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
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, 2014
|
||||||
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
|
|
$
|
(8.1
|
)
|
Total
|
|
|
|
$
|
(8.1
|
)
|
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
|
)
|
|
As of
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Accounts payable and accrued trade payables
|
$
|
618.0
|
|
|
$
|
599.7
|
|
Accrued compensation
|
106.1
|
|
|
91.5
|
|
||
Accrued excise and other non-income related taxes
|
215.0
|
|
|
216.6
|
|
||
Accrued interest
|
27.9
|
|
|
29.3
|
|
||
Accrued selling and marketing costs
|
126.6
|
|
|
134.2
|
|
||
Container liability
|
82.5
|
|
|
93.4
|
|
||
Other
(1)
|
128.9
|
|
|
264.9
|
|
||
Accounts payable and other current liabilities
|
$
|
1,305.0
|
|
|
$
|
1,429.6
|
|
(1)
|
Includes current liabilities related to derivatives, income taxes, pensions and other postretirement benefits and other accrued expenses. Other current liabilities as of December 31, 2013, have been adjusted to reflect the correction of the liability for unrecognized tax benefits. See
Note 7, "Income Tax"
for further discussion.
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2015
|
|
$
|
512.7
|
|
2016
|
|
296.3
|
|
|
2017
|
|
205.1
|
|
|
2018
|
|
131.5
|
|
|
2019
|
|
131.9
|
|
|
Thereafter
|
|
557.2
|
|
|
Total
|
|
$
|
1,834.7
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2015
|
|
$
|
76.4
|
|
2016
|
|
51.1
|
|
|
2017
|
|
49.4
|
|
|
2018
|
|
47.2
|
|
|
2019
|
|
25.2
|
|
|
Thereafter
|
|
1.9
|
|
|
Total
|
|
$
|
251.2
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2015
|
|
$
|
29.6
|
|
2016
|
|
19.4
|
|
|
2017
|
|
14.8
|
|
|
2018
|
|
13.0
|
|
|
2019
|
|
6.6
|
|
|
Thereafter
|
|
35.9
|
|
|
Total
|
|
$
|
119.3
|
|
|
Total indemnity
reserves
|
||
|
(In millions)
|
||
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
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(2.5
|
)
|
|
Balance at December 31, 2014
|
$
|
21.6
|
|
|
For the years ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 29, 2012
|
||||||
|
(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
|
)
|
Adjustments to Kaiser indemnity liabilities due to changes in estimates and foreign exchange gains and losses
|
0.5
|
|
|
2.0
|
|
|
3.5
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
0.5
|
|
|
$
|
2.0
|
|
|
$
|
1.5
|
|
•
|
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
2.46%
risk-free rate of return.
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
16.8
|
|
|
$
|
4,676.6
|
|
|
$
|
1,360.0
|
|
|
$
|
(125.9
|
)
|
|
$
|
5,927.5
|
|
Excise taxes
|
—
|
|
|
(1,482.8
|
)
|
|
(298.4
|
)
|
|
—
|
|
|
(1,781.2
|
)
|
|||||
Net sales
|
16.8
|
|
|
3,193.8
|
|
|
1,061.6
|
|
|
(125.9
|
)
|
|
4,146.3
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,934.1
|
)
|
|
(640.0
|
)
|
|
80.8
|
|
|
(2,493.3
|
)
|
|||||
Gross profit
|
16.8
|
|
|
1,259.7
|
|
|
421.6
|
|
|
(45.1
|
)
|
|
1,653.0
|
|
|||||
Marketing, general and administrative expenses
|
(123.8
|
)
|
|
(740.9
|
)
|
|
(344.3
|
)
|
|
45.1
|
|
|
(1,163.9
|
)
|
|||||
Special items, net
|
(0.3
|
)
|
|
(29.1
|
)
|
|
(295.0
|
)
|
|
—
|
|
|
(324.4
|
)
|
|||||
Equity income (loss) in subsidiaries
|
602.3
|
|
|
(324.5
|
)
|
|
264.3
|
|
|
(542.1
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
561.8
|
|
|
—
|
|
|
—
|
|
|
561.8
|
|
|||||
Operating income (loss)
|
495.0
|
|
|
727.0
|
|
|
46.6
|
|
|
(542.1
|
)
|
|
726.5
|
|
|||||
Interest income (expense), net
|
(78.9
|
)
|
|
184.0
|
|
|
(238.8
|
)
|
|
—
|
|
|
(133.7
|
)
|
|||||
Other income (expense), net
|
(2.1
|
)
|
|
(3.0
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
414.0
|
|
|
908.0
|
|
|
(193.6
|
)
|
|
(542.1
|
)
|
|
586.3
|
|
|||||
Income tax benefit (expense)
|
100.0
|
|
|
(166.5
|
)
|
|
(2.5
|
)
|
|
—
|
|
|
(69.0
|
)
|
|||||
Net income (loss) from continuing operations
|
514.0
|
|
|
741.5
|
|
|
(196.1
|
)
|
|
(542.1
|
)
|
|
517.3
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Net income (loss) including noncontrolling interests
|
514.0
|
|
|
741.5
|
|
|
(195.6
|
)
|
|
(542.1
|
)
|
|
517.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
514.0
|
|
|
$
|
741.5
|
|
|
$
|
(199.4
|
)
|
|
$
|
(542.1
|
)
|
|
$
|
514.0
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(539.3
|
)
|
|
$
|
(273.3
|
)
|
|
$
|
(675.5
|
)
|
|
$
|
948.8
|
|
|
$
|
(539.3
|
)
|
|
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
|
|
|||||
Net (income) loss 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
|
|
|||||
Net (income) loss 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
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
40.9
|
|
|
$
|
470.7
|
|
|
$
|
113.0
|
|
|
$
|
—
|
|
|
$
|
624.6
|
|
Accounts receivable, net
|
2.3
|
|
|
391.0
|
|
|
134.4
|
|
|
—
|
|
|
527.7
|
|
|||||
Other receivables, net
|
17.4
|
|
|
50.3
|
|
|
26.3
|
|
|
—
|
|
|
94.0
|
|
|||||
Total inventories
|
—
|
|
|
170.1
|
|
|
32.1
|
|
|
—
|
|
|
202.2
|
|
|||||
Other current assets, net
|
7.0
|
|
|
55.4
|
|
|
40.8
|
|
|
—
|
|
|
103.2
|
|
|||||
Deferred tax assets
|
2.2
|
|
|
—
|
|
|
31.6
|
|
|
(6.6
|
)
|
|
27.2
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
3,313.0
|
|
|
251.8
|
|
|
(3,564.8
|
)
|
|
—
|
|
|||||
Total current assets
|
69.8
|
|
|
4,450.5
|
|
|
630.0
|
|
|
(3,571.4
|
)
|
|
1,578.9
|
|
|||||
Properties, net
|
26.9
|
|
|
1,161.4
|
|
|
609.7
|
|
|
—
|
|
|
1,798.0
|
|
|||||
Goodwill
|
—
|
|
|
1,085.2
|
|
|
1,106.4
|
|
|
—
|
|
|
2,191.6
|
|
|||||
Other intangibles, net
|
—
|
|
|
3,883.9
|
|
|
1,871.9
|
|
|
—
|
|
|
5,755.8
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,388.6
|
|
|
—
|
|
|
—
|
|
|
2,388.6
|
|
|||||
Net investment in and advances to subsidiaries
|
12,582.8
|
|
|
3,618.6
|
|
|
5,998.2
|
|
|
(22,199.6
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
21.3
|
|
|
23.4
|
|
|
1.2
|
|
|
12.3
|
|
|
58.2
|
|
|||||
Other assets, net
|
31.1
|
|
|
144.7
|
|
|
49.4
|
|
|
—
|
|
|
225.2
|
|
|||||
Total assets
|
$
|
12,731.9
|
|
|
$
|
16,756.3
|
|
|
$
|
10,266.8
|
|
|
$
|
(25,758.7
|
)
|
|
$
|
13,996.3
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
61.9
|
|
|
$
|
903.3
|
|
|
$
|
339.8
|
|
|
$
|
—
|
|
|
$
|
1,305.0
|
|
Deferred tax liabilities
|
—
|
|
|
171.4
|
|
|
—
|
|
|
(6.6
|
)
|
|
164.8
|
|
|||||
Current portion of long-term debt and short-term borrowings
|
—
|
|
|
774.3
|
|
|
75.1
|
|
|
—
|
|
|
849.4
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|||||
Intercompany accounts payable
|
2,881.1
|
|
|
312.8
|
|
|
370.9
|
|
|
(3,564.8
|
)
|
|
—
|
|
|||||
Total current liabilities
|
2,943.0
|
|
|
2,161.8
|
|
|
791.9
|
|
|
(3,571.4
|
)
|
|
2,325.3
|
|
|||||
Long-term debt
|
1,907.3
|
|
|
429.8
|
|
|
—
|
|
|
—
|
|
|
2,337.1
|
|
|||||
Pension and postretirement benefits
|
2.9
|
|
|
534.0
|
|
|
6.0
|
|
|
—
|
|
|
542.9
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
772.0
|
|
|
12.3
|
|
|
784.3
|
|
|||||
Other liabilities
|
16.6
|
|
|
45.8
|
|
|
42.7
|
|
|
—
|
|
|
105.1
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,211.9
|
|
|
5,669.5
|
|
|
(6,881.4
|
)
|
|
—
|
|
|||||
Total liabilities
|
4,869.8
|
|
|
4,383.3
|
|
|
7,297.6
|
|
|
(10,440.5
|
)
|
|
6,110.2
|
|
|||||
MCBC stockholders' equity
|
7,863.3
|
|
|
18,041.3
|
|
|
4,158.3
|
|
|
(22,199.6
|
)
|
|
7,863.3
|
|
|||||
Intercompany notes receivable
|
(1.2
|
)
|
|
(5,668.3
|
)
|
|
(1,211.9
|
)
|
|
6,881.4
|
|
|
—
|
|
|||||
Total stockholders' equity
|
7,862.1
|
|
|
12,373.0
|
|
|
2,946.4
|
|
|
(15,318.2
|
)
|
|
7,863.3
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
|
22.8
|
|
|||||
Total equity
|
7,862.1
|
|
|
12,373.0
|
|
|
2,969.2
|
|
|
(15,318.2
|
)
|
|
7,886.1
|
|
|||||
Total liabilities and equity
|
$
|
12,731.9
|
|
|
$
|
16,756.3
|
|
|
$
|
10,266.8
|
|
|
$
|
(25,758.7
|
)
|
|
$
|
13,996.3
|
|
|
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
|
—
|
|
|
166.8
|
|
|
38.5
|
|
|
—
|
|
|
205.3
|
|
|||||
Other current 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
|
$
|
71.5
|
|
|
$
|
998.6
|
|
|
$
|
359.5
|
|
|
$
|
—
|
|
|
$
|
1,429.6
|
|
Deferred tax liabilities
|
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
|
2,580.7
|
|
|
1,420.9
|
|
|
1,546.0
|
|
|
(3,386.2
|
)
|
|
2,161.4
|
|
|||||
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
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
906.0
|
|
|
5.4
|
|
|
911.4
|
|
|||||
Other liabilities
|
22.4
|
|
|
22.4
|
|
|
139.5
|
|
|
—
|
|
|
184.3
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,693.9
|
|
|
6,138.9
|
|
|
(7,832.8
|
)
|
|
—
|
|
|||||
Total liabilities
|
4,501.9
|
|
|
4,907.1
|
|
|
8,754.6
|
|
|
(11,213.6
|
)
|
|
6,950.0
|
|
|||||
MCBC stockholders' equity
|
8,605.2
|
|
|
18,332.5
|
|
|
4,487.0
|
|
|
(22,819.5
|
)
|
|
8,605.2
|
|
|||||
Intercompany notes receivable
|
(3.2
|
)
|
|
(6,329.2
|
)
|
|
(1,500.4
|
)
|
|
7,832.8
|
|
|
—
|
|
|||||
Total stockholders' equity
|
8,602.0
|
|
|
12,003.3
|
|
|
2,986.6
|
|
|
(14,986.7
|
)
|
|
8,605.2
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
24.9
|
|
|
—
|
|
|
24.9
|
|
|||||
Total equity
|
8,602.0
|
|
|
12,003.3
|
|
|
3,011.5
|
|
|
(14,986.7
|
)
|
|
8,630.1
|
|
|||||
Total liabilities and equity
|
$
|
13,103.9
|
|
|
$
|
16,910.4
|
|
|
$
|
11,766.1
|
|
|
$
|
(26,200.3
|
)
|
|
$
|
15,580.1
|
|
|
Parent
Guarantor and
2013 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
572.0
|
|
|
$
|
891.0
|
|
|
$
|
314.3
|
|
|
$
|
(504.7
|
)
|
|
$
|
1,272.6
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(11.9
|
)
|
|
(131.7
|
)
|
|
(115.9
|
)
|
|
—
|
|
|
(259.5
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
5.6
|
|
|
3.2
|
|
|
|
|
|
8.8
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,388.1
|
)
|
|
—
|
|
|
|
|
|
(1,388.1
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,382.5
|
|
|
—
|
|
|
|
|
|
1,382.5
|
|
|||||
Return of capital from an unconsolidated affiliate
|
—
|
|
|
9.9
|
|
|
5.9
|
|
|
—
|
|
|
15.8
|
|
|||||
Loan repayments
|
—
|
|
|
10.3
|
|
|
0.7
|
|
|
|
|
|
11.0
|
|
|||||
Loan advances
|
—
|
|
|
(8.9
|
)
|
|
(1.0
|
)
|
|
|
|
|
(9.9
|
)
|
|||||
Net intercompany investing activity
|
(37.4
|
)
|
|
218.8
|
|
|
182.3
|
|
|
(363.7
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(49.3
|
)
|
|
98.4
|
|
|
75.2
|
|
|
(363.7
|
)
|
|
(239.4
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
44.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|||||
Excess tax benefits from share-based compensation
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|||||
Dividends paid
|
(242.5
|
)
|
|
(465.5
|
)
|
|
(70.3
|
)
|
|
504.7
|
|
|
(273.6
|
)
|
|||||
Dividends paid to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||||
Payments for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Debt issuance costs
|
(1.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Payments on long-term debt and capital lease obligations
|
(1.1
|
)
|
|
(61.7
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(63.0
|
)
|
|||||
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|||||
Payments on short-term borrowings
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
—
|
|
|
(11.4
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
(379.6
|
)
|
|
—
|
|
|
(134.3
|
)
|
|
—
|
|
|
(513.9
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(65.2
|
)
|
|
—
|
|
|
—
|
|
|
(65.2
|
)
|
|||||
Change in overdraft balances and other
|
—
|
|
|
—
|
|
|
74.1
|
|
|
—
|
|
|
74.1
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
(143.2
|
)
|
|
(220.5
|
)
|
|
363.7
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(572.4
|
)
|
|
(735.6
|
)
|
|
(362.4
|
)
|
|
868.4
|
|
|
(802.0
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(49.7
|
)
|
|
253.8
|
|
|
27.1
|
|
|
—
|
|
|
231.2
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(31.8
|
)
|
|
(17.1
|
)
|
|
—
|
|
|
(48.9
|
)
|
|||||
Balance at beginning of year
|
90.6
|
|
|
248.7
|
|
|
103.0
|
|
|
—
|
|
|
442.3
|
|
|||||
Balance at end of period
|
$
|
40.9
|
|
|
$
|
470.7
|
|
|
$
|
113.0
|
|
|
$
|
—
|
|
|
$
|
624.6
|
|
|
Parent
Guarantor and
2012 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
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(119.4
|
)
|
|
—
|
|
|
—
|
|
|
(119.4
|
)
|
|||||
Proceeds from settlement of derivative instruments
|
6.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
379.6
|
|
|
—
|
|
|
127.8
|
|
|
—
|
|
|
507.4
|
|
|||||
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 settlement 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
|
|
|||||
Dividends paid
|
(203.5
|
)
|
|
(628.6
|
)
|
|
(35.5
|
)
|
|
635.4
|
|
|
(232.2
|
)
|
|||||
Dividends paid to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
|||||
Payments for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
|
—
|
|
|
(27.9
|
)
|
|||||
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
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
7.8
|
|
|||||
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
|
|
2014
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Sales
|
$
|
1,178.3
|
|
|
$
|
1,685.9
|
|
|
$
|
1,650.0
|
|
|
$
|
1,413.3
|
|
|
$
|
5,927.5
|
|
Excise taxes
|
(362.3
|
)
|
|
(497.4
|
)
|
|
(482.0
|
)
|
|
(439.5
|
)
|
|
(1,781.2
|
)
|
|||||
Net sales
|
816.0
|
|
|
1,188.5
|
|
|
1,168.0
|
|
|
973.8
|
|
|
4,146.3
|
|
|||||
Cost of goods sold
|
(523.2
|
)
|
|
(683.3
|
)
|
|
(666.6
|
)
|
|
(620.2
|
)
|
|
(2,493.3
|
)
|
|||||
Gross profit
|
$
|
292.8
|
|
|
$
|
505.2
|
|
|
$
|
501.4
|
|
|
$
|
353.6
|
|
|
$
|
1,653.0
|
|
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
165.3
|
|
|
$
|
290.7
|
|
|
$
|
(35.7
|
)
|
|
$
|
93.2
|
|
|
$
|
513.5
|
|
Income (loss) from discontinued operations, net of tax
|
(1.9
|
)
|
|
0.2
|
|
|
1.3
|
|
|
0.9
|
|
|
0.5
|
|
|||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
163.4
|
|
|
$
|
290.9
|
|
|
$
|
(34.4
|
)
|
|
$
|
94.1
|
|
|
$
|
514.0
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.90
|
|
|
$
|
1.57
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.50
|
|
|
$
|
2.78
|
|
From discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.89
|
|
|
$
|
1.57
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.50
|
|
|
$
|
2.78
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.89
|
|
|
$
|
1.56
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.50
|
|
|
$
|
2.76
|
|
From discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.88
|
|
|
$
|
1.56
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.50
|
|
|
$
|
2.76
|
|
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
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
29.4
|
|
|
$
|
265.6
|
|
|
$
|
133.4
|
|
|
$
|
136.9
|
|
|
$
|
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
|
$
|
28.5
|
|
|
$
|
267.3
|
|
|
$
|
134.3
|
|
|
$
|
137.2
|
|
|
$
|
567.3
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share
(1)(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.16
|
|
|
$
|
1.45
|
|
|
$
|
0.73
|
|
|
$
|
0.74
|
|
|
$
|
3.09
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.16
|
|
|
$
|
1.46
|
|
|
$
|
0.74
|
|
|
$
|
0.74
|
|
|
$
|
3.10
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
(1)(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.16
|
|
|
$
|
1.44
|
|
|
$
|
0.72
|
|
|
$
|
0.74
|
|
|
$
|
3.07
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.16
|
|
|
$
|
1.45
|
|
|
$
|
0.73
|
|
|
$
|
0.74
|
|
|
$
|
3.08
|
|
(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.
|
(2)
|
In previous years, including interim periods within 2013, we recognized advertising costs in expense over the interim periods within a fiscal year based on the proportion of net sales volumes for the interim period in relation to the estimated annual net sales volumes under U.S. GAAP, which permits the allocation of costs across interim periods within a fiscal year when future periods benefit from the expenditure. Advertising expenses were not deferred from one fiscal year to the next. During the first quarter of 2014, we changed our method of accounting for advertising expense for interim periods such that advertising expense is recognized as incurred, effective at the beginning of the first quarter. We adopted this change as a result of management’s belief that the new method is preferable and results in a more objective measure of quarterly expense that will better support planning and resource allocation decisions by management, results in improved financial statements for investor analysis, and further aligns our treatment with that of our U.S. operations within MillerCoors. The new policy of expensing advertising costs as incurred additionally eliminates the uncertainty in estimating overall expected net sales volumes, advertising expenses, and the benefit period of the advertising on an interim basis, and conforms the Company’s interim accounting policy with that used to prepare the annual financial statements. The change will be applied retrospectively to all prior interim periods, and advertising expense for such interim periods have been recast beginning with our first quarter 2014 interim reporting period.
|
|
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)
|
3,408,963
|
|
$45.33
|
|
7,389,129
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
|
—
|
Total
|
3,408,963
|
|
$45.33
|
|
7,389,129
|
(1)
|
Under the Plans, we may issue restricted stock units ("RSUs"), deferred stock units ("DSUs"), performance units ("PUs"), performance share units ("PSUs"), stock options and stock-only stock appreciation rights ("SOSARs"). Amount in column A includes
816,225
RSUs and DSUs,
30,440
PUs (as if converted to shares as of
December 31, 2014
),
349,970
PSUs (assuming the target award is met) and
2,212,328
options, respectively, outstanding as of
December 31, 2014
. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 14, "Share-Based
|
(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, 2014
,
December 31, 2013
, and
December 29, 2012
|
(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
|
|
|
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
|
|
|
4.1.3
|
|
|
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
|
|
|
4.1.4
|
|
|
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
|
|
|
4.1.5
|
|
|
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
|
|
|
4.1.6
|
|
|
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
|
|
|
4.1.7
|
|
|
Eleventh Supplemental Indenture, dated as of May 3, 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.
|
|
|
|
|
|
|
|
X
|
4.1.8
|
|
|
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 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
|
|
|
4.2.2
|
|
|
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
|
|
|
4.2.3
|
|
|
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
|
|
|
4.2.4
|
|
|
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
|
|
|
4.2.5
|
|
|
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
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.2.6
|
|
|
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
|
|
|
4.3.1
|
|
|
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
|
|
|
4.3.2
|
|
|
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
|
|
|
4.3.3
|
|
|
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
|
|
|
4.4
|
|
|
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
|
|
|
4.5
|
|
|
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
|
|
|
4.6
|
|
|
CAD 900,000,000 in aggregate principal amount of 5.00% Notes due 2015.
|
|
10-Q
|
|
4.5
|
|
November 4, 2005
|
|
|
4.7
|
|
|
€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
|
|
|
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
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
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
|
|
|
10.7.8
|
*
|
|
Form of Stock Option pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
|
|
|
|
|
|
X
|
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
|
|
|
10.10.1
|
*
|
|
Employment Agreement between Molson Coors Brewing Company and Peter Swinburn dated April 22, 2008.
|
|
10-Q
|
|
10.1
|
|
May 7, 2008
|
|
|
10.10.2
|
*
|
|
Employment Agreement by and among Molson Coors Brewing Company and Peter Swinburn effective July 1, 2008.
|
|
10-Q
|
|
10.1
|
|
November 7, 2008
|
|
|
10.11
|
*
|
|
Offer Letter to Stewart Glendinning regarding assignment as President and Chief Executive Officer of Molson Coors Canada
|
|
10-K
|
|
10.23
|
|
February 14, 2014
|
|
|
10.12.1
|
*
|
|
Employment Agreement between Molson Coors Brewing Company and Peter H. Coors dated January 1, 2009.
|
|
10-Q
|
|
10.2
|
|
May 6, 2009
|
|
|
10.12.2
|
*
|
|
First Amendment to Employment Agreement of Peter H. Coors
|
|
10-K
|
|
10.24.2
|
|
February 14, 2014
|
|
|
10.13
|
*
|
|
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
|
|
|
10.14
|
*
|
|
Employment Agreement between Molson Coors Brewing Company and Gavin Hattersley dated May 10, 2012.
|
|
10-Q
|
|
10.13
|
|
August 8, 2012
|
|
|
10.15
|
|
|
Credit Agreement, dated as of June 18, 2014, 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 an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank.
|
|
10-Q
|
|
10.2
|
|
August 16, 2014
|
|
|
10.16
|
|
|
Subsidiary Guarantee Agreement, dated as of June 18, 2014, among Molson Coors Brewing Company, Molson Coors International LP, Coors Brewing Company, CBC Holdco LLC, CBC Holdco 2 LLC, MC Holding Company LLC, Newco3, Inc., Molson Coors Holdco Inc., Molson Coors Capital Finance ULC, Molson Coors International General, ULC, Coors International Holdco, ULC, Molson Coors Callco ULC, Molson Coors Canada Holdco, ULC, Molson Holdco, ULC, 3230600 Nova Scotia Company ULC, Molson Canada 2005, Molson Coors Canada Inc., Molson Inc., Molson Coors Brewing Company (UK) Limited, Molson Coors Holdings Limited, Golden Acquisition, Molson Coors (UK) Holdings LLP, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
10-Q
|
|
10.3
|
|
August 16, 2014
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.17.1
|
|
|
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
|
|
|
10.17.2
|
|
|
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
|
|
|
10.17.3
|
|
|
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
|
|
|
10.17.4
|
|
|
Second Amendment and Restatement Agreement in respect of the Unsecured Uncommitted Revolving Facilities Agreement, originally dated September 10, 2012 by and among by and among Starbev Netherlands BV and Molson Coors Netherlands BV, as existing borrowers; Molson Coors Lux 2 and Molson Coors European Finance Company, as new borrowers, Molson Coors Brewing Company, as guarantor; UniCredit Bank Czech Republic and Slovakia, A.S. and Citibank Europe PLC, organizaèní složka, as mandated lead arrangers; the original lenders thereto; UniCredit Bank AG, London Branch, as agent, dated September 9, 2014.
|
|
10-Q
|
|
10.1A
|
|
November 6, 2014
|
|
|
10.17.5
|
|
|
Schedule 3 to the Second Amendment and Restatement Agreement in respect of the Unsecured Uncommitted Revolving Facilities Agreement, originally dated September 10, 2012 by and among by and among Starbev Netherlands BV and Molson Coors Netherlands BV, as existing borrowers; Molson Coors Lux 2 and Molson Coors European Finance Company, as new borrowers, Molson Coors Brewing Company, as guarantor; UniCredit Bank Czech Republic and Slovakia, A.S. and Citibank Europe PLC, organizaèní složka, as mandated lead arrangers; the original lenders thereto; UniCredit Bank AG, London Branch, as agent, dated September 9, 2014.
|
|
10-Q
|
|
10.1B
|
|
November 6, 2014
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.17.6
|
|
|
Amending Letter, dated October 20, 2014, to the Second Amendment and Second Amendment and Restatement Agreement in respect of the Unsecured Uncommitted Revolving Facilities Agreement, originally dated September 10, 2012 by and among by and among Starbev Netherlands BV and Molson Coors Netherlands BV, as existing borrowers; Molson Coors Lux 2 and Molson Coors European Finance Company, as new borrowers, Molson Coors Brewing Company, as guarantor; UniCredit Bank Czech Republic and Slovakia, A.S. and Citibank Europe PLC, organizaèní složka, as mandated lead arrangers; the original lenders thereto; UniCredit Bank AG, London Branch, as agent, dated September 9, 2014.
|
|
|
|
|
|
|
|
X
|
10.20.1
|
|
|
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
|
|
|
10.20.2
|
|
|
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
|
|
|
10.21.1
|
|
|
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
|
|
|
10.21.2
|
|
|
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
|
|
|
10.22.1
|
|
|
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
|
|
|
10.22.2
|
|
|
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
|
|
|
10.23.1
|
***
|
|
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
|
|
|
10.23.2
|
|
|
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
|
|
|
10.23.3
|
***
|
|
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
|
|
|
10.23.4
|
***
|
|
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
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.24
|
***
|
|
Amended and Restated Operating Agreement of MillerCoors LLC, dated as of July 1, 2008.
|
|
8-K
|
|
10.1
|
|
July 2, 2008
|
|
|
10.25
|
|
|
Form of Commercial Paper Dealer Agreement
|
|
8-K
|
|
10.1
|
|
March 20, 2013
|
|
|
10.26
|
*
|
|
Employment Agreement between Molson Coors Brewing Company and Mark R. Hunter, dated as of November 13, 2014.
|
|
8-K
|
|
10.1
|
|
November 17, 2014
|
|
|
10.27
|
|
|
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.
|
|
10-K
|
|
10.44
|
|
February 14, 2014
|
|
|
18
|
|
|
Preferability letter from PwC
|
|
|
|
|
|
|
|
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, 2014
|
$
|
13.6
|
|
|
$
|
3.3
|
|
|
$
|
(4.1
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
11.5
|
|
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
|
|
Allowance for doubtful accounts—current trade loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
$
|
1.1
|
|
|
$
|
0.6
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
December 31, 2013
|
$
|
1.6
|
|
|
$
|
0.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
1.1
|
|
December 29, 2012
|
$
|
1.8
|
|
|
$
|
0.9
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Allowance for doubtful accounts—long-term trade loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
$
|
2.8
|
|
|
$
|
1.1
|
|
|
$
|
(2.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
1.6
|
|
December 31, 2013
|
$
|
4.0
|
|
|
$
|
1.4
|
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
2.8
|
|
December 29, 2012
|
$
|
4.4
|
|
|
$
|
2.2
|
|
|
$
|
(2.8
|
)
|
|
$
|
0.2
|
|
|
$
|
4.0
|
|
Allowance for obsolete supplies and inventory
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
$
|
6.8
|
|
|
$
|
6.5
|
|
|
$
|
(4.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
8.0
|
|
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
|
|
Deferred tax valuation account
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
$
|
107.0
|
|
|
$
|
22.7
|
|
|
$
|
(15.6
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
105.4
|
|
December 31, 2013
|
$
|
166.7
|
|
|
$
|
31.8
|
|
|
$
|
(91.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
107.0
|
|
December 29, 2012
|
$
|
39.2
|
|
|
$
|
138.4
|
|
|
$
|
(12.0
|
)
|
|
$
|
1.1
|
|
|
$
|
166.7
|
|
(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.
|
(2)
|
We have revised our reported 2013 and 2012 amounts to reflect the inclusion of tax loss carryforwards that have a corresponding valuation allowance in China. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 7, "Income Tax"
of the Notes to the Consolidated Financial Statements for additional information.
|
|
|
|
|
|
By
|
|
/s/ MARK R. HUNTER
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Mark R. Hunter
|
|
By
|
|
/s/ MARK R. HUNTER
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
Mark R. Hunter
|
|
|
By
|
|
/s/ GAVIN D. HATTERSLEY
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
Gavin D. Hattersley
|
|
|
By
|
|
/s/ BRIAN C. TABOLT
|
|
Global Controller
(Chief Accounting Officer) |
|
|
Brian C. Tabolt
|
|
|
By
|
|
/s/ PETER H. COORS
|
|
Chairman
|
|
|
Peter H. Coors
|
|
|
By
|
|
/s/ ANDREW T. MOLSON
|
|
Vice Chairman
|
|
|
Andrew T. Molson
|
|
|
By
|
|
/s/ BRIAN D. GOLDNER
|
|
Director
|
|
|
Brian D. Goldner
|
|
|
By
|
|
/s/ LOUIS VACHON
|
|
Director
|
|
|
Louis Vachon
|
|
|
By
|
|
/s/ ROGER G. EATON
|
|
Director
|
|
|
Roger G. Eaton
|
|
|
By
|
|
/s/ CHARLES M. HERINGTON
|
|
Director
|
|
|
Charles M. Herington
|
|
|
By
|
|
/s/ FRANKLIN W. HOBBS
|
|
Director
|
|
|
Franklin W. Hobbs
|
|
|
By
|
|
/s/ GEOFFREY E. MOLSON
|
|
Director
|
|
|
Geoffrey E. Molson
|
|
|
By
|
|
/s/ IAIN J. G. NAPIER
|
|
Director
|
|
|
Iain J. G. Napier
|
|
|
By
|
|
/s/ CHRISTIEN COORS FICELI
|
|
Director
|
|
|
Christien Coors Ficeli
|
|
|
By
|
|
/s/ DOUGLAS D. TOUGH
|
|
Director
|
|
|
Douglas D. Tough
|
|
|
By
|
|
/s/ H. SANFORD RILEY
|
|
Director
|
|
|
H. Sanford Riley
|
|
|
By:
|
MOLSON COORS INTERNATIONAL
|
|
1.
|
Background
|
2.
|
Interpretation
|
(a)
|
Capitalised terms defined in the Revolving Facility Agreement have the same meaning when used in this letter, unless stated otherwise.
|
(b)
|
The provisions of clause 1.2 (
Construction
) of the Revolving Facility Agreement apply to this letter as though they were set out in full in this letter except that references to the Revolving Facility Agreement are to be construed as references to this letter.
|
(c)
|
This letter is supplemental to and amends the Revolving Facility Agreement.
|
3.
|
Amendments
|
|
||
|
1
|
|
|
(a)
|
Pursuant to clause 37 (
Amendments and waivers
) of the Revolving Facility Agreement we hereby request that the following amendments be made to the Revolving Facility Agreement (together, the “
Proposed Amendments
”):
|
(i)
|
that the definition of Permitted Disposal in clause 1.1 (
Definitions
) be deleted in its entirety and replaced with the following definition:
|
(a)
|
of assets (other than of shares, businesses and undertakings) in the ordinary course of trading;
|
(b)
|
of any asset by a member of the Group to another member of the Group;
|
(c)
|
of assets (other than shares, businesses and undertakings) in exchange for other assets comparable or superior as to type, value and quality;
|
(d)
|
of cash equivalent investments for cash or in exchange for other cash equivalent investments;
|
(e)
|
of receivables pursuant to any factoring transactions permitted by paragraph (a) of the definition of “Permitted Financial Indebtedness”;
|
(f)
|
of assets (other than shares) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person’s business or operations;
|
(g)
|
of the shares or the assets of a member of the Group that is not a Material Subsidiary other than (to the extent that they are not Material Subsidiaries) the Croatian Operating Company, Apatinska Pivara Apatin d.o.o. and Pivovary Staropramen s.r.o. (formerly Pivovary Staropramen a.s.); and
|
(h)
|
any other disposal to which the Majority Lenders shall have given their prior written consent; and
”;
|
(ii)
|
that clauses 9(b) and 9(c) (
Mandatory Prepayment
) be deleted in their entirety and replaced with the following:
|
“
(b)
|
the Borrowers cease to directly or indirectly hold or control (individually or jointly) at least 90% of shares and votes in the Croatian Operating Company, Apatinska Pivara Apatin d.o.o. or Pivovary Staropramen s.r.o. (formerly Pivovary Staropramen a.s.) (each a “
Material Operating Company
” and collectively the “
Material Operating Companies
”); or
|
(c)
|
the Borrowers cease to be able (individually or jointly) to direct any of the Material Operating Companies’ affairs and/or to control the composition of any Material Operating Company’s board of directors or equivalent body,
”
|
|
||
|
2
|
|
|
(iii)
|
that clause 22.1(a) (
Financial statements
) be amended to insert the word “and” at the end of paragraph (iv) thereof and to include the following new paragraph (v):
|
“
(v)
|
the financial statements of each Material Operating Company for that financial year in the form of pull-downs of balance sheets and profit and loss statements from SAP financial reporting software maintained by each Material Operating Company;
”
|
(b)
|
Pursuant to clause 37.1 (
Required consents
) of the Revolving Facility Agreement, the Proposed Amendments require the consent of the Majority Lenders.
|
(c)
|
We hereby request that the Agent countersign a copy of this letter as indicated in order to effect the Proposed Amendments.
|
4.
|
Guarantee and Security Confirmation
|
(a)
|
Each Obligor:
|
(i)
|
confirms its acceptance of the Revolving Facility Agreement (as amended by this letter); and
|
(ii)
|
agrees that it is bound as an Obligor by the terms of the Revolving Facility Agreement (as amended by this letter); and
|
(b)
|
the Guarantor further confirms that its guarantee:
|
(i)
|
continues in full force and effect on the terms of the Revolving Facility Agreement (as amended by this letter); and
|
(ii)
|
extends to the obligations of the Obligors under the Finance Documents (including the Revolving Facility Agreement as amended by this letter).
|
5.
|
Miscellaneous
|
(a)
|
This letter is designated a Finance Document by the Agent and by each Obligor.
|
(b)
|
From the date on which the Agent countersigns this letter, the Revolving Facility Agreement and this letter will be read and construed as one document. References in the Revolving Facility Agreement and each Finance Document to the Revolving Facility Agreement shall be read and construed as references to the Revolving Facility Agreement as amended by this letter.
|
(c)
|
Except as otherwise provided in this letter, the Finance Documents remain in full force and effect.
|
(d)
|
Except to the extent expressly waived in this letter, no waiver of any provision of any Finance Document is given by the terms of this letter and the Finance Parties expressly
|
|
||
|
3
|
|
|
6.
|
Counterparts
|
7.
|
Governing Law and Jurisdiction
|
|
||
|
4
|
|
|
|
Number of Shares
:
|
XXX, subject to adjustment as provided under Section 4.4 of the Plan.
|
Expiration Date
:
|
The Options expire at 5:00 p.m. Mountain Time on the last business day coincident with or prior to the 10
th
anniversary of the Grant Date (the “
Expiration Date
”), unless fully exercised or terminated earlier.
|
Vesting Schedule
:
|
Subject to the provisions of the Agreement and the Plan and provided that you remain continuously employed by the Company and/or an Affiliate through the respective vesting dates set forth below, the Options shall vest as follows:
|
Vesting Dates
|
Cumulative Vested Percentage of Options
|
1st Anniversary of Grant Date
|
33 ⅓%
|
2nd Anniversary of Grant Date
|
66 ⅔%
|
3rd Anniversary of Grant Date
|
100%
|
Change in Control
:
|
To the extent not already vested or previously forfeited, your Options shall become 100% vested upon the earlier of: (i) your Retirement (defined in the Agreement); or (ii) upon a Change in Control prior to your termination of employment with the Company or an Affiliate.
|
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. Both parties to the MillerCoors joint venture are currently 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 12, 2015
|
/s/ MARK R. HUNTER
Mark R. Hunter
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 12, 2015
|
/s/ GAVIN D. HATTERSLEY
Gavin D. Hattersley
Chief Financial Officer
(Principal Financial Officer)
|
a)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2014
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/ MARK R. HUNTER
Mark R. Hunter
President & Chief Executive Officer
(Principal Executive Officer)
February 12, 2015
|
|
|
|
|
|
/s/ GAVIN D. HATTERSLEY
Gavin D. Hattersley
Chief Financial Officer
(Principal Financial Officer)
February 12, 2015
|
|
|
For the years ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sales
|
|
$
|
8,990.4
|
|
|
$
|
8,969.8
|
|
|
$
|
8,966.6
|
|
Excise taxes
|
|
(1,142.0
|
)
|
|
(1,169.0
|
)
|
|
(1,205.5
|
)
|
|||
Net sales
|
|
7,848.4
|
|
|
7,800.8
|
|
|
7,761.1
|
|
|||
Cost of goods sold
|
|
(4,743.8
|
)
|
|
(4,723.7
|
)
|
|
(4,689.7
|
)
|
|||
Gross profit
|
|
3,104.6
|
|
|
3,077.1
|
|
|
3,071.4
|
|
|||
Marketing, general and administrative expenses
|
|
(1,755.9
|
)
|
|
(1,769.9
|
)
|
|
(1,828.5
|
)
|
|||
Special items
|
|
(1.4
|
)
|
|
(19.8
|
)
|
|
(31.8
|
)
|
|||
Operating income
|
|
1,347.3
|
|
|
1,287.4
|
|
|
1,211.1
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(1.1
|
)
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|||
Other income, net
|
|
5.5
|
|
|
2.0
|
|
|
1.7
|
|
|||
Total other income
|
|
4.4
|
|
|
0.4
|
|
|
0.3
|
|
|||
Income before income taxes
|
|
1,351.7
|
|
|
1,287.8
|
|
|
1,211.4
|
|
|||
Income taxes
|
|
(6.1
|
)
|
|
(3.9
|
)
|
|
(5.5
|
)
|
|||
Net income
|
|
1,345.6
|
|
|
1,283.9
|
|
|
1,205.9
|
|
|||
Net income attributable to noncontrolling interests
|
|
(19.4
|
)
|
|
(13.4
|
)
|
|
(15.0
|
)
|
|||
Net income attributable to MillerCoors LLC
|
|
$
|
1,326.2
|
|
|
$
|
1,270.5
|
|
|
$
|
1,190.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized loss on derivative instruments
|
|
$
|
(8.0
|
)
|
|
$
|
(75.5
|
)
|
|
$
|
(5.6
|
)
|
Reclassification adjustment on derivative instruments
|
|
28.3
|
|
|
29.4
|
|
|
25.5
|
|
|||
Pension and other postretirement benefit adjustments
|
|
(345.1
|
)
|
|
93.4
|
|
|
(144.8
|
)
|
|||
Amortization of net prior service credits and net actuarial losses
|
|
30.7
|
|
|
34.1
|
|
|
58.5
|
|
|||
Other comprehensive income (loss)
|
|
(294.1
|
)
|
|
81.4
|
|
|
(66.4
|
)
|
|||
Comprehensive income
|
|
$
|
1,032.1
|
|
|
$
|
1,351.9
|
|
|
$
|
1,124.5
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
9.3
|
|
|
$
|
12.3
|
|
Accounts receivable, net
|
|
206.7
|
|
|
229.4
|
|
||
Due from affiliates
|
|
28.9
|
|
|
26.0
|
|
||
Inventories, net
|
|
492.0
|
|
|
466.0
|
|
||
Derivative financial instruments
|
|
0.9
|
|
|
1.0
|
|
||
Prepaid assets
|
|
57.5
|
|
|
63.7
|
|
||
Total current assets
|
|
795.3
|
|
|
798.4
|
|
||
Property, plant and equipment, net
|
|
2,810.2
|
|
|
2,690.8
|
|
||
Goodwill
|
|
4,360.1
|
|
|
4,360.1
|
|
||
Other intangible assets, net
|
|
1,825.3
|
|
|
1,890.2
|
|
||
Derivative financial instruments
|
|
—
|
|
|
0.2
|
|
||
Other assets
|
|
51.8
|
|
|
48.0
|
|
||
Total assets
|
|
$
|
9,842.7
|
|
|
$
|
9,787.7
|
|
Liabilities and Shareholders' Investment
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
289.9
|
|
|
$
|
215.1
|
|
Due to affiliates
|
|
8.9
|
|
|
12.6
|
|
||
Trade accrued expenses
|
|
307.6
|
|
|
301.9
|
|
||
Accrued payroll and related expenses
|
|
187.7
|
|
|
147.5
|
|
||
Current portion of pension and postretirement benefits
|
|
50.3
|
|
|
47.7
|
|
||
Other current liabilities
|
|
176.5
|
|
|
188.1
|
|
||
Derivative financial instruments
|
|
40.4
|
|
|
37.2
|
|
||
Total current liabilities
|
|
1,061.3
|
|
|
950.1
|
|
||
Pension and postretirement benefits
|
|
1,395.6
|
|
|
1,141.3
|
|
||
Long-term debt
|
|
1.7
|
|
|
2.6
|
|
||
Derivative financial instruments
|
|
23.7
|
|
|
17.4
|
|
||
Other liabilities
|
|
157.8
|
|
|
184.9
|
|
||
Total liabilities
|
|
2,640.1
|
|
|
2,296.3
|
|
||
Interest attributable to shareholders:
|
|
|
|
|
||||
Capital stock (840,000 Class A shares and 160,000 Class B shares)
|
|
—
|
|
|
—
|
|
||
Shareholders' capital
|
|
8,520.1
|
|
|
8,517.6
|
|
||
Retained earnings
|
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
|
(1,341.0
|
)
|
|
(1,046.9
|
)
|
||
Total interest attributable to shareholders
|
|
7,179.1
|
|
|
7,470.7
|
|
||
Noncontrolling interest
|
|
23.5
|
|
|
20.7
|
|
||
Total shareholders' investment
|
|
7,202.6
|
|
|
7,491.4
|
|
||
Total liabilities and shareholders' investment
|
|
$
|
9,842.7
|
|
|
$
|
9,787.7
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,345.6
|
|
|
$
|
1,283.9
|
|
|
$
|
1,205.9
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
311.1
|
|
|
291.5
|
|
|
285.4
|
|
|||
Share-based compensation
|
|
0.4
|
|
|
2.0
|
|
|
14.0
|
|
|||
Loss on disposal of property, plant and equipment
|
|
5.8
|
|
|
13.8
|
|
|
35.1
|
|
|||
Other
|
|
(1.3
|
)
|
|
(2.9
|
)
|
|
(0.2
|
)
|
|||
Change in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
19.8
|
|
|
18.9
|
|
|
27.6
|
|
|||
Inventories
|
|
(26.0
|
)
|
|
15.5
|
|
|
(65.5
|
)
|
|||
Prepaid and other assets
|
|
2.4
|
|
|
(5.5
|
)
|
|
(0.1
|
)
|
|||
Payables and accruals
|
|
100.8
|
|
|
(14.5
|
)
|
|
24.1
|
|
|||
Derivative financial instruments
|
|
30.1
|
|
|
(4.8
|
)
|
|
(0.6
|
)
|
|||
Other liabilities
|
|
(44.6
|
)
|
|
(44.1
|
)
|
|
(41.0
|
)
|
|||
Net cash provided by operating activities
|
|
1,744.1
|
|
|
1,553.8
|
|
|
1,484.7
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
(401.1
|
)
|
|
(375.6
|
)
|
|
(328.3
|
)
|
|||
Proceeds from disposal of property, plant and equipment
|
|
3.6
|
|
|
1.0
|
|
|
8.5
|
|
|||
Additions to intangible assets
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(34.2
|
)
|
|||
Net cash used in investing activities
|
|
(397.5
|
)
|
|
(374.6
|
)
|
|
(356.4
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net contributions and distributions to shareholders
|
|
(1,324.1
|
)
|
|
(1,150.1
|
)
|
|
(1,095.0
|
)
|
|||
Payments on debt
|
|
(8.9
|
)
|
|
(13.0
|
)
|
|
(4.6
|
)
|
|||
Net contributions and distributions to noncontrolling interests
|
|
(16.6
|
)
|
|
(21.1
|
)
|
|
(20.4
|
)
|
|||
Purchase of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|||
Net cash used in financing activities
|
|
(1,349.6
|
)
|
|
(1,184.2
|
)
|
|
(1,141.4
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Net decrease in cash and cash equivalents
|
|
(3.0
|
)
|
|
(5.0
|
)
|
|
(13.1
|
)
|
|||
Balance of cash and cash equivalents at beginning of year
|
|
12.3
|
|
|
17.3
|
|
|
30.4
|
|
|||
Balance of cash and cash equivalents at end of year
|
|
$
|
9.3
|
|
|
$
|
12.3
|
|
|
$
|
17.3
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
1.2
|
|
Income taxes paid
|
|
6.3
|
|
|
5.3
|
|
|
5.1
|
|
|
|
Capital
stock
|
|
Shareholders'
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
loss
|
|
Noncontrolling
interest
|
|
Total
shareholders'
investment
|
||||||||||||
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 (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 (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
|
|
Share-based compensation
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294.1
|
)
|
|
—
|
|
|
(294.1
|
)
|
||||||
Net contributions (distributions)
|
|
—
|
|
|
2.1
|
|
|
(1,326.2
|
)
|
|
—
|
|
|
(16.6
|
)
|
|
(1,340.7
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
1,326.2
|
|
|
—
|
|
|
19.4
|
|
|
1,345.6
|
|
||||||
Balance as of
December 31, 2014 |
|
$
|
—
|
|
|
$
|
8,520.1
|
|
|
$
|
—
|
|
|
$
|
(1,341.0
|
)
|
|
$
|
23.5
|
|
|
$
|
7,202.6
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Restructuring charges
|
|
$
|
1.4
|
|
|
$
|
17.2
|
|
|
$
|
—
|
|
Asset write-offs
|
|
—
|
|
|
2.6
|
|
|
34.1
|
|
|||
Pension curtailment gain
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|||
Total
|
|
$
|
1.4
|
|
|
$
|
19.8
|
|
|
$
|
31.8
|
|
|
|
Severance
costs
|
|
Contract
termination
costs
|
|
Total
costs
|
||||||
|
|
(In millions)
|
||||||||||
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
|
|
Charges incurred
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||
Payments made
|
|
(7.8
|
)
|
|
(0.1
|
)
|
|
(7.9
|
)
|
|||
Balance as of December 31, 2014
|
|
$
|
2.4
|
|
|
$
|
0.3
|
|
|
$
|
2.7
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
Raw materials
|
|
$
|
270.1
|
|
|
$
|
251.7
|
|
Work in process
|
|
87.5
|
|
|
86.9
|
|
||
Finished goods
|
|
88.0
|
|
|
76.0
|
|
||
Spare parts
|
|
48.6
|
|
|
49.7
|
|
||
Other inventories
|
|
13.7
|
|
|
17.5
|
|
||
Total gross inventories
|
|
$
|
507.9
|
|
|
$
|
481.8
|
|
Inventory reserves
|
|
(15.9
|
)
|
|
(15.8
|
)
|
||
Total inventories, net
|
|
$
|
492.0
|
|
|
$
|
466.0
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
Land and improvements
|
|
$
|
202.0
|
|
|
$
|
191.7
|
|
Buildings and improvements
|
|
916.9
|
|
|
873.6
|
|
||
Machinery and equipment
|
|
3,936.8
|
|
|
3,725.1
|
|
||
Capitalized software
|
|
219.6
|
|
|
193.1
|
|
||
Containers
|
|
171.6
|
|
|
174.3
|
|
||
Construction in progress
|
|
359.2
|
|
|
333.2
|
|
||
Total property, plant and equipment at cost
|
|
$
|
5,806.1
|
|
|
$
|
5,491.0
|
|
Less: accumulated depreciation
|
|
(2,995.9
|
)
|
|
(2,800.2
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
2,810.2
|
|
|
$
|
2,690.8
|
|
|
|
As of December 31, 2014
|
||||||||||||
|
|
Useful life
|
|
Cost
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Brands
|
|
8-40
|
|
$
|
2,101.0
|
|
|
$
|
(413.4
|
)
|
|
$
|
1,687.6
|
|
Distribution network
|
|
29
|
|
85.0
|
|
|
(35.8
|
)
|
|
49.2
|
|
|||
Contract brewing
|
|
8
|
|
35.0
|
|
|
(35.0
|
)
|
|
—
|
|
|||
Patents
|
|
16
|
|
22.0
|
|
|
(16.8
|
)
|
|
5.2
|
|
|||
Distribution rights
|
|
15-29
|
|
104.2
|
|
|
(26.1
|
)
|
|
78.1
|
|
|||
Other
|
|
15-39
|
|
13.7
|
|
|
(8.5
|
)
|
|
5.2
|
|
|||
Total
|
|
|
|
$
|
2,360.9
|
|
|
$
|
(535.6
|
)
|
|
$
|
1,825.3
|
|
|
|
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
|
|
|
Amount
|
||
|
(In millions)
|
||
2015
|
$
|
64.8
|
|
2016
|
64.8
|
|
|
2017
|
64.8
|
|
|
2018
|
64.4
|
|
|
2019
|
63.3
|
|
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, 2014
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commodity derivative assets
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Commodity derivative liabilities
|
|
(63.1
|
)
|
|
—
|
|
|
(63.1
|
)
|
|
—
|
|
||||
Foreign exchange liabilities
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(63.2
|
)
|
|
$
|
—
|
|
|
$
|
(63.2
|
)
|
|
$
|
—
|
|
|
|
Fair value measurements as of December 31, 2013
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
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
|
)
|
|
$
|
—
|
|
|
|
Offsetting of derivative assets as of December 31, 2014
|
||||||||||
|
|
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
|
|
$
|
1.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.9
|
|
Total
|
|
$
|
1.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.9
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
Offsetting of derivative liabilities as of December 31, 2014
|
||||||||||
|
|
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
|
|
$
|
65.0
|
|
|
$
|
(0.9
|
)
|
|
$
|
64.1
|
|
Total
|
|
$
|
65.0
|
|
|
$
|
(0.9
|
)
|
|
$
|
64.1
|
|
|
|
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
|
|
|
|
Notional value
|
||||||
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
Instrument Type:
|
|
|
|
|
||||
Swaps
|
|
$
|
550.6
|
|
|
$
|
534.0
|
|
Forwards
|
|
11.1
|
|
|
10.3
|
|
||
Exchange traded futures contracts
|
|
—
|
|
|
0.9
|
|
||
Options
1
|
|
43.8
|
|
|
27.2
|
|
||
Total
|
|
$
|
605.5
|
|
|
$
|
572.4
|
|
|
|
|
|
|
||||
1
Comprised of both buy and sell positions, shown in terms of absolute value.
|
|
|
|
|
|
|
Fair value as of December 31
|
||||||||||||||
|
|
2014
|
|
2013
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
0.9
|
|
|
$
|
(29.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(37.2
|
)
|
Noncurrent:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
—
|
|
|
(20.1
|
)
|
|
—
|
|
|
(17.4
|
)
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
0.9
|
|
|
$
|
(49.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(54.6
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
—
|
|
|
$
|
(10.3
|
)
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Foreign exchange contracts
|
|
—
|
|
|
(0.9
|
)
|
|
0.2
|
|
|
—
|
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
—
|
|
|
(3.5
|
)
|
|
0.2
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
(14.8
|
)
|
|
$
|
1.1
|
|
|
$
|
—
|
|
Total derivatives
|
|
$
|
0.9
|
|
|
$
|
(64.1
|
)
|
|
$
|
1.2
|
|
|
$
|
(54.6
|
)
|
|
|
For the year ended December 31, 2014
|
||||||||||||||
|
|
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
|
|
$
|
(8.0
|
)
|
|
Cost of goods sold
|
|
$
|
(28.3
|
)
|
|
Cost of goods sold
|
|
$
|
(18.9
|
)
|
Total
|
|
$
|
(8.0
|
)
|
|
|
|
$
|
(28.3
|
)
|
|
|
|
$
|
(18.9
|
)
|
|
|
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
|
||||||||||
|
|
|
|
2014
|
|
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
|
|
Amount of
net gain (loss) recognized
in income on derivative
|
||||||
|
|
|
|
(In millions)
|
||||||||||
Derivatives not in hedging relationship:
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
(14.9
|
)
|
|
$
|
0.7
|
|
|
$
|
(0.3
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
(1.5
|
)
|
|
0.1
|
|
|
0.4
|
|
|||
Total
|
|
|
|
$
|
(16.4
|
)
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
Accrued excise and non-income related taxes
|
|
$
|
84.4
|
|
|
$
|
83.1
|
|
Customer deposits on containers
|
|
54.0
|
|
|
56.6
|
|
||
Insurance
|
|
12.0
|
|
|
11.6
|
|
||
Current portion of long-term debt
|
|
—
|
|
|
8.0
|
|
||
Other
|
|
26.1
|
|
|
28.8
|
|
||
Total other current liabilities
|
|
$
|
176.5
|
|
|
$
|
188.1
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
Actuarial present value of accumulated benefit obligation
|
|
$
|
3,172.1
|
|
|
$
|
2,739.4
|
|
Change in projected benefit obligation:
|
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
|
$
|
2,765.9
|
|
|
$
|
3,110.7
|
|
Settlements
|
|
(1.1
|
)
|
|
—
|
|
||
Service cost
|
|
0.3
|
|
|
4.1
|
|
||
Interest cost
|
|
124.5
|
|
|
106.1
|
|
||
Curtailments loss
|
|
—
|
|
|
0.8
|
|
||
Actuarial loss/(gain)
|
|
484.0
|
|
|
(292.9
|
)
|
||
Benefits paid
|
|
(174.0
|
)
|
|
(162.9
|
)
|
||
Projected benefit obligation, end of year
|
|
$
|
3,199.6
|
|
|
$
|
2,765.9
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
|
$
|
2,312.6
|
|
|
$
|
2,497.0
|
|
Settlements
|
|
(1.1
|
)
|
|
—
|
|
||
Actual return/(loss) on plan assets
|
|
405.3
|
|
|
(115.1
|
)
|
||
Employer contributions
|
|
97.7
|
|
|
101.9
|
|
||
Administrative expenses
|
|
(11.1
|
)
|
|
(8.3
|
)
|
||
Benefits paid
|
|
(174.0
|
)
|
|
(162.9
|
)
|
||
Fair value of plan assets, end of year
|
|
$
|
2,629.4
|
|
|
$
|
2,312.6
|
|
Funded status at end of year:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(3,199.6
|
)
|
|
$
|
(2,765.9
|
)
|
Fair value of plan assets
|
|
2,629.4
|
|
|
2,312.6
|
|
||
Funded status—underfunded
|
|
$
|
(570.2
|
)
|
|
$
|
(453.3
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(2.4
|
)
|
|
$
|
(2.1
|
)
|
Noncurrent liabilities
|
|
(567.8
|
)
|
|
(451.2
|
)
|
||
Total
|
|
$
|
(570.2
|
)
|
|
$
|
(453.3
|
)
|
Amounts included in accumulated other comprehensive (income) loss:
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
1,098.7
|
|
|
$
|
914.3
|
|
Net prior service cost
|
|
0.3
|
|
|
0.4
|
|
||
Total
|
|
$
|
1,099.0
|
|
|
$
|
914.7
|
|
|
|
As of December 31
|
||||||||||
|
|
2014
|
|
2013
|
||||||||
|
|
Target
allocation
|
|
Actual
allocation
|
|
Target
allocation
|
|
Actual
allocation
|
||||
Equity securities
|
|
19
|
%
|
|
18
|
%
|
|
17
|
%
|
|
20
|
%
|
Fixed income securities
1
|
|
81
|
%
|
|
82
|
%
|
|
83
|
%
|
|
80
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
||||
1
Includes cash held in short term investment funds
|
|
|
|
|
|
|
|
|
Manager
|
|
Fund Name
|
|
Sector
|
|
% of Total Portfolio
|
|
Prudential
|
|
US Long Duration Corp Bond Fd J
|
|
Long Duration Fixed Income
|
|
12.9
|
%
|
SSgA
|
|
Russell 1000 Index Fund
|
|
US Large Cap Equity
|
|
6.6
|
%
|
Pyrford
|
|
Pyrford International Trust
|
|
EAFE Equity - Active
|
|
3.1
|
%
|
Marathon
|
|
Marathon-London Group Trust
|
|
EAFE Equity - Active
|
|
3.0
|
%
|
Wellington
|
|
JPM PAG EM Debt Fund
|
|
Emerging Mkts Debt
|
|
1.9
|
%
|
Amundi
|
|
Global Emerging Mkts Equity Fund
|
|
Emerging Mkts Equity
|
|
1.7
|
%
|
Robeco
|
|
Global EM Equity II Fund
|
|
Emerging Mkts Equity
|
|
1.7
|
%
|
Wellington
|
|
WTC-CIF II PGA Core High Yield Bond Fund
|
|
Fixed Income
|
|
1.0
|
%
|
Investec
|
|
Investec EM Local Currency Dynamic Debt Fund LLC
|
|
Emerging Mkts Equity
|
|
0.9
|
%
|
Total
|
|
|
|
|
|
32.8
|
%
|
|
|
Fair value measurements as of December 31, 2014
|
||||||||||||||
|
|
Total
|
|
Quoted prices in active markets
(Level 1) |
|
Significant observable inputs
(Level 2) |
|
Significant unobservable inputs
(Level 3) |
||||||||
|
|
(In millions)
|
||||||||||||||
Cash—non-interest bearing
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Receivables
|
|
|
|
|
|
|
|
|
||||||||
Accrued income
|
|
12.2
|
|
|
12.2
|
|
|
—
|
|
|
—
|
|
||||
Cash collateral receivable
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
Receivable for foreign currency purchased
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Receivable for Pabst withdrawal
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Receivable for securities sold
|
|
7.3
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
||||
Total receivables
|
|
$
|
21.0
|
|
|
$
|
21.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments
|
|
|
|
|
|
|
|
|
||||||||
Cash - interest bearing
|
|
|
|
|
|
|
|
|
|
|
||||||
Invested cash
|
|
34.7
|
|
|
34.7
|
|
|
—
|
|
|
—
|
|
||||
Short-term investment funds
|
|
57.0
|
|
|
—
|
|
|
57.0
|
|
|
—
|
|
||||
Commingled funds/common/collective trusts
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
|
438.0
|
|
|
—
|
|
|
438.0
|
|
|
—
|
|
||||
Equity funds - U.S.
|
|
174.9
|
|
|
—
|
|
|
174.9
|
|
|
—
|
|
||||
Equity funds - international
|
|
250.0
|
|
|
—
|
|
|
250.0
|
|
|
—
|
|
||||
Common stock
|
|
|
|
|
|
|
|
|
||||||||
Common stock excluding depository receipts
|
|
55.7
|
|
|
55.7
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
|
||||||||
Bond fund - limited partnership
|
|
52.3
|
|
|
—
|
|
|
—
|
|
|
52.3
|
|
||||
Corporate bonds
|
|
818.7
|
|
|
—
|
|
|
818.5
|
|
|
0.2
|
|
||||
Derivatives - credit default swaps
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Derivative contracts - interest rate swaps
|
|
22.0
|
|
|
—
|
|
|
22.0
|
|
|
—
|
|
||||
Derivative contracts - interest rate swaptions
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Foreign government bonds
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||
Government agency bills
|
|
17.0
|
|
|
—
|
|
|
17.0
|
|
|
—
|
|
||||
Government agency debt
|
|
49.1
|
|
|
—
|
|
|
49.1
|
|
|
—
|
|
||||
Government agency strips
|
|
9.0
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
||||
Municipal & provincial bonds
|
|
19.8
|
|
|
—
|
|
|
19.8
|
|
|
—
|
|
||||
Non-government backed collateralized obligations & MBS
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
||||
Repurchase agreements
|
|
21.4
|
|
|
—
|
|
|
—
|
|
|
21.4
|
|
||||
U.S. government bonds
|
|
113.5
|
|
|
—
|
|
|
113.5
|
|
|
—
|
|
||||
U.S. government notes
|
|
35.6
|
|
|
—
|
|
|
35.6
|
|
|
—
|
|
||||
U.S. treasury strips
|
|
459.7
|
|
|
—
|
|
|
459.7
|
|
|
—
|
|
||||
Total investments
|
|
$
|
2,639.4
|
|
|
$
|
90.4
|
|
|
$
|
2,475.1
|
|
|
$
|
73.9
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Cash collateral payable
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
||||
Due for derivative contracts
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
||||
Due for margins
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Due for securities purchased
|
|
(27.1
|
)
|
|
(27.1
|
)
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
(31.4
|
)
|
|
$
|
(30.3
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
Net assets available for benefits
|
|
$
|
2,629.4
|
|
|
$
|
81.5
|
|
|
$
|
2,474.0
|
|
|
$
|
73.9
|
|
|
|
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
|
|
|
|
For the year ended December 31, 2014
|
||||||||||||||||||||||
|
|
Bond fund limited partnership
|
|
Corporate bonds
|
|
Hedge funds
|
|
Repurchase agreement
|
|
Real
estate |
|
Total
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Balance, beginning of year
|
|
$
|
51.0
|
|
|
$
|
4.2
|
|
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
57.6
|
|
Purchases and other acquisitions
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
21.4
|
|
|
—
|
|
|
21.7
|
|
||||||
Sales and other settlements
|
|
—
|
|
|
(1.8
|
)
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
||||||
Additional security related items
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Change in unrealized gain/(loss)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
1.5
|
|
||||||
Realized gain/(loss)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||||
Transfers in/(out) end of year
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
||||||
Balance, end of year
|
|
$
|
52.3
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
21.4
|
|
|
$
|
—
|
|
|
$
|
73.9
|
|
•
|
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 Values 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)
- These are 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, 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 Contracts
are valued using exchange traded quotes that are readily observable in the market and are therefore classified as
Level 1
.
|
•
|
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
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
0.3
|
|
|
$
|
4.1
|
|
|
$
|
19.1
|
|
Administrative expenses
|
|
12.0
|
|
|
8.6
|
|
|
8.7
|
|
|||
Interest cost
|
|
124.5
|
|
|
106.1
|
|
|
111.5
|
|
|||
Expected return on plan assets
|
|
(136.2
|
)
|
|
(147.5
|
)
|
|
(144.4
|
)
|
|||
Amortization of prior service cost/(credit)
|
|
0.1
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Amortization of actuarial loss
|
|
29.6
|
|
|
29.7
|
|
|
55.2
|
|
|||
Curtailment loss/(gain), including termination benefits
|
|
—
|
|
|
0.8
|
|
|
(2.3
|
)
|
|||
Net periodic pension cost
|
|
$
|
30.3
|
|
|
$
|
1.9
|
|
|
$
|
47.7
|
|
|
Amount
|
||
|
(In millions)
|
||
2015
|
$
|
188.1
|
|
2016
|
175.6
|
|
|
2017
|
178.6
|
|
|
2018
|
180.8
|
|
|
2019
|
182.6
|
|
|
2020-2024
|
925.6
|
|
|
Amount
|
||
|
(In millions)
|
||
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
|
|
Amortization of prior service cost
|
(0.1
|
)
|
|
Amortization of actuarial loss
|
(29.6
|
)
|
|
Current period actuarial loss
|
214.0
|
|
|
Accumulated other comprehensive loss as of December 31, 2014:
|
$
|
1,099.0
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Components of net periodic postretirement benefit cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
15.2
|
|
|
$
|
14.2
|
|
|
$
|
12.6
|
|
Interest cost
|
|
31.5
|
|
|
27.7
|
|
|
31.4
|
|
|||
Amortization of prior service credit
|
|
(8.7
|
)
|
|
(7.2
|
)
|
|
(6.1
|
)
|
|||
Amortization of actuarial loss
|
|
9.7
|
|
|
11.5
|
|
|
11.8
|
|
|||
Special termination benefits / curtailment loss
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|||
Net periodic postretirement benefit cost
|
|
$
|
47.7
|
|
|
$
|
47.7
|
|
|
$
|
49.7
|
|
|
|
For the year ended December 31, 2014
|
||
|
|
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 |
|
|
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 |
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
Change in projected benefit obligation:
|
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
|
$
|
735.7
|
|
|
$
|
795.9
|
|
Service cost
|
|
15.2
|
|
|
14.2
|
|
||
Interest cost
|
|
31.5
|
|
|
27.7
|
|
||
Plan amendments
|
|
(1.4
|
)
|
|
(21.4
|
)
|
||
Actuarial loss/(gain)
|
|
132.5
|
|
|
(41.4
|
)
|
||
Special termination benefits / curtailment loss
|
|
—
|
|
|
1.5
|
|
||
Benefits paid
|
|
(37.8
|
)
|
|
(40.8
|
)
|
||
Projected benefit obligation, end of year
|
|
$
|
875.7
|
|
|
$
|
735.7
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
37.8
|
|
|
40.8
|
|
||
Benefits paid
|
|
(37.8
|
)
|
|
(40.8
|
)
|
||
Fair value of plan assets, end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(875.7
|
)
|
|
$
|
(735.7
|
)
|
Fair value of plan assets
|
|
—
|
|
|
—
|
|
||
Funded status—unfunded
|
|
$
|
(875.7
|
)
|
|
$
|
(735.7
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(47.9
|
)
|
|
$
|
(45.6
|
)
|
Noncurrent liabilities
|
|
(827.8
|
)
|
|
(690.1
|
)
|
||
Total
|
|
$
|
(875.7
|
)
|
|
$
|
(735.7
|
)
|
Amounts included in accumulated other comprehensive (income) loss:
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
233.5
|
|
|
$
|
110.7
|
|
Prior service credit
|
|
(24.2
|
)
|
|
(31.5
|
)
|
||
Total
|
|
$
|
209.3
|
|
|
$
|
79.2
|
|
|
|
As of December 31, 2014
|
||
|
|
Former employees of Coors
|
|
Former employees of Miller
|
Discount rate
|
|
3.67%
|
|
3.67%
|
Health care cost trend rate
|
|
Ranging ratable from 7.0%
in 2015 to 5.0% in 2019
|
|
Ranging ratable from 7.0%
in 2015 to 5.0% in 2019 |
|
|
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 |
|
|
1% increase
|
|
1% decrease
|
||||
|
|
(In millions)
|
||||||
Effect on total of service and interest cost components of expense
|
|
$
|
6.1
|
|
|
$
|
(4.9
|
)
|
Effect on postretirement benefit obligation
|
|
89.7
|
|
|
(73.6
|
)
|
|
Amount
|
||
|
(In millions)
|
||
2015
|
$
|
47.9
|
|
2016
|
48.5
|
|
|
2017
|
49.7
|
|
|
2018
|
51.1
|
|
|
2019
|
51.3
|
|
|
2020-2024
|
245.4
|
|
|
Amount
|
||
|
(In millions)
|
||
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
|
|
Amortization of prior service credit
|
8.7
|
|
|
Amortization of actuarial loss
|
(9.7
|
)
|
|
Current period actuarial loss
|
132.5
|
|
|
Plan amendments
|
(1.4
|
)
|
|
Accumulated other comprehensive loss as of December 31, 2014:
|
$
|
209.3
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
RMMC joint venture borrowings
|
|
$
|
—
|
|
|
$
|
8.0
|
|
Promissory notes
|
|
1.7
|
|
|
2.6
|
|
||
Total long-term debt (including current portion)
|
|
$
|
1.7
|
|
|
$
|
10.6
|
|
Less: current portion of long-term debt
|
|
—
|
|
|
(8.0
|
)
|
||
Long-term debt
|
|
$
|
1.7
|
|
|
$
|
2.6
|
|
|
Amount
|
||
|
(In millions)
|
||
2015
|
$
|
—
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
Thereafter
|
1.7
|
|
|
Total
|
$
|
1.7
|
|
|
Number of
shares
|
|
Class A
|
|
|
Miller (nominal value $0.001 per share)
|
420,000
|
|
Coors (nominal value $0.001 per share)
|
420,000
|
|
|
840,000
|
|
Class B
|
|
|
Miller (nominal value $0.001 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, 2013
|
|
$
|
(53.0
|
)
|
|
$
|
(993.9
|
)
|
|
$
|
(1,046.9
|
)
|
Unrealized loss on derivative instruments
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||
Reclassification of derivative losses to income (Cost of goods sold)
|
|
28.3
|
|
|
—
|
|
|
28.3
|
|
|||
Current period actuarial loss
|
|
—
|
|
|
(346.5
|
)
|
|
(346.5
|
)
|
|||
Prior service credit/plan amendments
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
|||
Amortization of net prior service credits and net actuarial losses to income
|
|
—
|
|
|
30.7
|
|
|
30.7
|
|
|||
Net current-period other comprehensive (loss) income
|
|
$
|
20.3
|
|
|
$
|
(314.4
|
)
|
|
$
|
(294.1
|
)
|
Balance as of December 31, 2014
|
|
$
|
(32.7
|
)
|
|
$
|
(1,308.3
|
)
|
|
$
|
(1,341.0
|
)
|
|
|
For the years ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
To Miller
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
1.8
|
|
To Molson Coors
|
|
1.0
|
|
|
1.1
|
|
|
1.2
|
|
|||
From Molson Coors
|
|
2.4
|
|
|
2.5
|
|
|
3.7
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
SABMiller and subsidiaries
|
|
$
|
18.5
|
|
|
$
|
19.6
|
|
Molson Coors and subsidiaries
|
|
10.4
|
|
|
6.4
|
|
||
Total
|
|
$
|
28.9
|
|
|
$
|
26.0
|
|
|
|
As of December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
Molson Coors and subsidiaries
|
|
$
|
2.1
|
|
|
$
|
2.0
|
|
SABMiller and subsidiaries
|
|
6.8
|
|
|
5.9
|
|
||
Other
|
|
—
|
|
|
4.7
|
|
||
Total
|
|
$
|
8.9
|
|
|
$
|
12.6
|
|
|
Amount
|
||
|
(In millions)
|
||
2015
|
$
|
16.1
|
|
2016
|
13.3
|
|
|
2017
|
11.2
|
|
|
2018
|
9.9
|
|
|
2019
|
8.9
|
|
|
Thereafter
|
28.7
|
|
|
Total
|
$
|
88.1
|
|
|
Amount
|
||
|
(In millions)
|
||
2015
|
$
|
34.8
|
|
2016
|
8.8
|
|
|
2017
|
6.0
|
|
|
2018
|
4.0
|
|
|
Total
|
$
|
53.6
|
|
|
Amount
|
||
|
(In millions)
|
||
2015
|
$
|
135.0
|
|
2016
|
124.8
|
|
|
2017
|
89.7
|
|
|
2018
|
51.9
|
|
|
2019
|
37.9
|
|
|
Thereafter
|
49.3
|
|
|
Total
|
$
|
488.6
|
|
|
|
As of December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Shares issued during the year
|
|
1,641,596
|
|
|
1,872,546
|
|
|
2,199,858
|
|
|||
Unvested shares
|
|
3,086,569
|
|
|
3,614,595
|
|
|
3,619,045
|
|
|||
Weighted average fair value (per share)
|
|
$
|
14.38
|
|
|
$
|
14.19
|
|
|
$
|
12.72
|
|
|
|
For the years ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
SARs
|
|
$
|
6.5
|
|
|
$
|
10.9
|
|
|
$
|
16.8
|
|
Performance shares
|
|
8.8
|
|
|
24.4
|
|
|
0.6
|
|
|||
Total
|
|
$
|
15.3
|
|
|
$
|
35.3
|
|
|
$
|
17.4
|
|
|
|
SARs
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life
|
|
Aggregate intrinsic value
|
||||||
|
|
|
|
(Per share)
|
|
(Years)
|
|
(In millions)
|
||||||
MillerCoors SARs
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2013
|
|
4,891,272
|
|
|
$
|
10.67
|
|
|
6.6
|
|
|
$
|
17.2
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
|
(1,201,825
|
)
|
|
10.76
|
|
|
|
|
|
||||
Forfeited
|
|
(70,324
|
)
|
|
10.91
|
|
|
|
|
|
||||
As of December 31, 2014
|
|
3,619,123
|
|
|
$
|
10.63
|
|
|
5.6
|
|
|
$
|
13.6
|
|
|
|
|
|
|
|
|
|
|
||||||
Shareholder SARs
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2013
|
|
406,731
|
|
|
$
|
47.52
|
|
|
9.3
|
|
|
$
|
2.9
|
|
Granted
|
|
347,585
|
|
|
50.28
|
|
|
|
|
|
||||
Exercised
|
|
(6,679
|
)
|
|
46.32
|
|
|
|
|
|
||||
Forfeited
|
|
(77,241
|
)
|
|
48.53
|
|
|
|
|
|
||||
As of December 31, 2014
|
|
670,396
|
|
|
$
|
47.51
|
|
|
8.7
|
|
|
$
|
11.6
|
|
|
|
SARs
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life
|
|
Aggregate intrinsic value
|
||||||
|
|
|
|
(Per share)
|
|
(Years)
|
|
(In millions)
|
||||||
MillerCoors SARs
|
|
|
|
|
|
|
|
|
||||||
SARs exercisable
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
3,619,123
|
|
|
$
|
10.63
|
|
|
5.6
|
|
|
$
|
13.6
|
|
December 31, 2013
|
|
3,841,593
|
|
|
10.65
|
|
|
6.3
|
|
|
13.6
|
|
||
SARs unvested
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 31, 2013
|
|
1,049,679
|
|
|
10.73
|
|
|
8.0
|
|
|
3.6
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Shareholder SARs
|
|
|
|
|
|
|
|
|
||||||
SARs exercisable
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
116,040
|
|
|
$
|
46.44
|
|
|
8.3
|
|
|
$
|
2.2
|
|
December 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
SARs unvested
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
554,356
|
|
|
$
|
47.74
|
|
|
8.8
|
|
|
$
|
9.4
|
|
December 31, 2013
|
|
406,731
|
|
|
47.52
|
|
|
9.3
|
|
|
2.9
|
|