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(Mark One)
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly period ended March 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to ______ .
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DELAWARE
(State or other jurisdiction of incorporation or organization)
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84-0178360
(I.R.S. Employer Identification No.)
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1801 California Street, Suite 4600, Denver, Colorado, USA
1555 Notre Dame Street East, Montréal, Québec, Canada
(Address of principal executive offices)
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80202
H2L 2R5
(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Three Months Ended
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||||||
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March 31, 2016
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March 31, 2015
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||||
Sales
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$
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950.8
|
|
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$
|
1,003.2
|
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Excise taxes
|
(293.6
|
)
|
|
(303.2
|
)
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Net sales
|
657.2
|
|
|
700.0
|
|
||
Cost of goods sold
|
(414.0
|
)
|
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(454.8
|
)
|
||
Gross profit
|
243.2
|
|
|
245.2
|
|
||
Marketing, general and administrative expenses
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(250.9
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)
|
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(240.6
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)
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Special items, net
|
108.6
|
|
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(8.6
|
)
|
||
Equity income in MillerCoors
|
142.4
|
|
|
129.3
|
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Operating income (loss)
|
243.3
|
|
|
125.3
|
|
||
Interest income (expense), net
|
(47.3
|
)
|
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(29.2
|
)
|
||
Other income (expense), net
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(15.3
|
)
|
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(2.6
|
)
|
||
Income (loss) from continuing operations before income taxes
|
180.7
|
|
|
93.5
|
|
||
Income tax benefit (expense)
|
(20.6
|
)
|
|
(12.8
|
)
|
||
Net income (loss) from continuing operations
|
160.1
|
|
|
80.7
|
|
||
Income (loss) from discontinued operations, net of tax
|
(0.5
|
)
|
|
1.9
|
|
||
Net income (loss) including noncontrolling interests
|
159.6
|
|
|
82.6
|
|
||
Net (income) loss attributable to noncontrolling interests
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(0.8
|
)
|
|
(1.5
|
)
|
||
Net income (loss) attributable to Molson Coors Brewing Company
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$
|
158.8
|
|
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$
|
81.1
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
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|
||||
From continuing operations
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$
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0.78
|
|
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$
|
0.43
|
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From discontinued operations
|
—
|
|
|
0.01
|
|
||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
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$
|
0.78
|
|
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$
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0.44
|
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Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
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||||
From continuing operations
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$
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0.78
|
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$
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0.42
|
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From discontinued operations
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—
|
|
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0.01
|
|
||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
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$
|
0.78
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$
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0.43
|
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Weighted-average shares—basic
|
203.6
|
|
|
185.8
|
|
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Weighted-average shares—diluted
|
204.8
|
|
|
186.9
|
|
||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
||||
Net income (loss) from continuing operations
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$
|
159.3
|
|
|
$
|
79.2
|
|
Income (loss) from discontinued operations, net of tax
|
(0.5
|
)
|
|
1.9
|
|
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Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
158.8
|
|
|
$
|
81.1
|
|
|
Three Months Ended
|
||||||
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March 31, 2016
|
|
March 31, 2015
|
||||
Net income (loss) including noncontrolling interests
|
$
|
159.6
|
|
|
$
|
82.6
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
266.9
|
|
|
(664.3
|
)
|
||
Unrealized gain (loss) on derivative instruments
|
(19.7
|
)
|
|
18.9
|
|
||
Reclassification of derivative (gain) loss to income
|
(2.4
|
)
|
|
(1.4
|
)
|
||
Pension and other postretirement benefit adjustments
|
—
|
|
|
(1.8
|
)
|
||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
7.0
|
|
|
9.0
|
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||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
4.8
|
|
|
2.2
|
|
||
Total other comprehensive income (loss), net of tax
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256.6
|
|
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(637.4
|
)
|
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Comprehensive income (loss)
|
416.2
|
|
|
(554.8
|
)
|
||
Comprehensive (income) loss attributable to noncontrolling interests
|
(0.4
|
)
|
|
(1.5
|
)
|
||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
415.8
|
|
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$
|
(556.3
|
)
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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT PAR VALUE)
(UNAUDITED)
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|||||||
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As of
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||||||
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March 31, 2016
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December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,602.9
|
|
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$
|
430.9
|
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Accounts receivable, net
|
456.5
|
|
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424.7
|
|
||
Other receivables, net
|
316.4
|
|
|
101.2
|
|
||
Inventories:
|
|
|
|
||||
Finished
|
183.2
|
|
|
139.1
|
|
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In process
|
17.1
|
|
|
13.0
|
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Raw materials
|
14.9
|
|
|
18.6
|
|
||
Packaging materials
|
15.2
|
|
|
8.6
|
|
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Total inventories
|
230.4
|
|
|
179.3
|
|
||
Other current assets, net
|
156.6
|
|
|
122.7
|
|
||
Total current assets
|
3,762.8
|
|
|
1,258.8
|
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Properties, net
|
1,588.7
|
|
|
1,590.8
|
|
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Goodwill
|
2,028.9
|
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|
1,983.3
|
|
||
Other intangibles, net
|
4,984.9
|
|
|
4,745.7
|
|
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Investment in MillerCoors
|
2,580.9
|
|
|
2,441.0
|
|
||
Deferred tax assets
|
23.1
|
|
|
20.2
|
|
||
Notes receivable, net
|
18.5
|
|
|
19.9
|
|
||
Other assets
|
222.5
|
|
|
216.6
|
|
||
Total assets
|
$
|
15,210.3
|
|
|
$
|
12,276.3
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities
|
$
|
1,153.9
|
|
|
$
|
1,184.4
|
|
Current portion of long-term debt and short-term borrowings
|
63.5
|
|
|
28.7
|
|
||
Discontinued operations
|
4.5
|
|
|
4.1
|
|
||
Total current liabilities
|
1,221.9
|
|
|
1,217.2
|
|
||
Long-term debt
|
2,973.4
|
|
|
2,908.7
|
|
||
Pension and postretirement benefits
|
208.9
|
|
|
201.9
|
|
||
Deferred tax liabilities
|
796.1
|
|
|
799.8
|
|
||
Unrecognized tax benefits
|
12.4
|
|
|
8.4
|
|
||
Other liabilities
|
66.9
|
|
|
66.9
|
|
||
Discontinued operations
|
11.4
|
|
|
10.3
|
|
||
Total liabilities
|
5,291.0
|
|
|
5,213.2
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Molson Coors Brewing Company stockholders' equity
|
|
|
|
||||
Capital stock:
|
|
|
|
||||
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)
|
—
|
|
|
—
|
|
||
Class B common stock, $0.01 par value per share (authorized: 500.0 shares; issued: 203.3 shares and 172.5 shares, respectively)
|
2.0
|
|
|
1.7
|
|
||
Class A exchangeable shares, no par value (issued and outstanding: 2.9 shares and 2.9 shares, respectively)
|
108.2
|
|
|
108.2
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 15.4 shares and 16.0 shares, respectively)
|
581.4
|
|
|
603.0
|
|
||
Paid-in capital
|
6,550.0
|
|
|
4,000.4
|
|
||
Retained earnings
|
4,566.5
|
|
|
4,496.0
|
|
||
Accumulated other comprehensive income (loss)
|
(1,437.9
|
)
|
|
(1,694.9
|
)
|
||
Class B common stock held in treasury at cost (9.5 shares and 9.5 shares, respectively)
|
(471.4
|
)
|
|
(471.4
|
)
|
||
Total Molson Coors Brewing Company stockholders' equity
|
9,898.8
|
|
|
7,043.0
|
|
||
Noncontrolling interests
|
20.5
|
|
|
20.1
|
|
||
Total equity
|
9,919.3
|
|
|
7,063.1
|
|
||
Total liabilities and equity
|
$
|
15,210.3
|
|
|
$
|
12,276.3
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss) including noncontrolling interests
|
$
|
159.6
|
|
|
$
|
82.6
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
67.5
|
|
|
77.5
|
|
||
Amortization of debt issuance costs and discounts
|
16.7
|
|
|
1.4
|
|
||
Share-based compensation
|
6.1
|
|
|
3.2
|
|
||
(Gain) loss on sale or impairment of properties and other assets, net
|
(110.1
|
)
|
|
(0.7
|
)
|
||
Equity income in MillerCoors
|
(142.4
|
)
|
|
(129.3
|
)
|
||
Distributions from MillerCoors
|
142.4
|
|
|
129.3
|
|
||
Equity in net (income) loss of other unconsolidated affiliates
|
6.5
|
|
|
(1.4
|
)
|
||
Excess tax benefits from share-based compensation
|
(3.9
|
)
|
|
(6.1
|
)
|
||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
(4.0
|
)
|
|
1.4
|
|
||
Income tax (benefit) expense
|
20.6
|
|
|
12.8
|
|
||
Income tax (paid) received
|
(88.8
|
)
|
|
(34.1
|
)
|
||
Interest expense, excluding interest amortization
|
50.4
|
|
|
47.8
|
|
||
Interest paid
|
(46.9
|
)
|
|
(17.9
|
)
|
||
Pension expense
|
2.0
|
|
|
3.1
|
|
||
Pension contributions paid
|
(6.7
|
)
|
|
(233.9
|
)
|
||
Change in current assets and liabilities (net of impact of business combinations) and other
|
(162.9
|
)
|
|
(136.4
|
)
|
||
(Gain) loss from discontinued operations
|
0.5
|
|
|
(1.9
|
)
|
||
Net cash provided by (used in) operating activities
|
(93.4
|
)
|
|
(202.6
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to properties
|
(71.1
|
)
|
|
(73.7
|
)
|
||
Proceeds from sales of properties and other assets
|
2.4
|
|
|
3.0
|
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(6.3
|
)
|
||
Investment in MillerCoors
|
(413.7
|
)
|
|
(417.9
|
)
|
||
Return of capital from MillerCoors
|
283.4
|
|
|
310.4
|
|
||
Other
|
(6.5
|
)
|
|
(8.7
|
)
|
||
Net cash used in investing activities
|
(205.5
|
)
|
|
(193.2
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, net
|
2,526.4
|
|
|
—
|
|
||
Exercise of stock options under equity compensation plans
|
4.2
|
|
|
24.8
|
|
||
Excess tax benefits from share-based compensation
|
3.9
|
|
|
6.1
|
|
||
Dividends paid
|
(88.3
|
)
|
|
(76.2
|
)
|
||
Debt issuance costs
|
(14.2
|
)
|
|
—
|
|
||
Payments on debt and borrowings
|
(10.3
|
)
|
|
(7.1
|
)
|
||
Proceeds on debt and borrowings
|
20.9
|
|
|
16.6
|
|
||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
2.5
|
|
|
157.8
|
|
||
Change in overdraft balances and other
|
18.5
|
|
|
1.3
|
|
||
Net cash provided by (used in) financing activities
|
2,463.6
|
|
|
123.3
|
|
||
Cash and cash equivalents:
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents
|
2,164.7
|
|
|
(272.5
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
7.3
|
|
|
(34.5
|
)
|
||
Balance at beginning of year
|
430.9
|
|
|
624.6
|
|
||
Balance at end of period
|
$
|
2,602.9
|
|
|
$
|
317.6
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
268.0
|
|
|
$
|
313.5
|
|
Europe
|
358.7
|
|
|
357.9
|
|
||
MCI
|
31.0
|
|
|
29.1
|
|
||
Corporate
|
0.4
|
|
|
0.4
|
|
||
Eliminations
(1)
|
(0.9
|
)
|
|
(0.9
|
)
|
||
Consolidated
|
$
|
657.2
|
|
|
$
|
700.0
|
|
(1)
|
Represents inter-segment sales from the Europe segment to the MCI segment.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
146.6
|
|
|
$
|
30.9
|
|
U.S.
|
142.4
|
|
|
129.3
|
|
||
Europe
|
(1.2
|
)
|
|
(4.1
|
)
|
||
MCI
|
(2.3
|
)
|
|
(5.4
|
)
|
||
Corporate
|
(104.8
|
)
|
|
(57.2
|
)
|
||
Consolidated
|
$
|
180.7
|
|
|
$
|
93.5
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
4,909.1
|
|
|
$
|
4,560.6
|
|
U.S.
|
2,580.9
|
|
|
2,441.0
|
|
||
Europe
|
4,891.1
|
|
|
4,807.5
|
|
||
MCI
|
143.4
|
|
|
133.7
|
|
||
Corporate
(1)
|
2,685.8
|
|
|
333.5
|
|
||
Consolidated
|
$
|
15,210.3
|
|
|
$
|
12,276.3
|
|
(1)
|
On February 3, 2016, we received proceeds of
$2.5 billion
, net of issuance costs from our January 26, 2016, equity offering of
29.9 million
shares of our Class B common stock. See
Note 16, "Pending Acquisition"
for further discussion.
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
951.0
|
|
|
$
|
800.5
|
|
Non-current assets
|
9,044.3
|
|
|
9,099.5
|
|
||
Total assets
|
$
|
9,995.3
|
|
|
$
|
9,900.0
|
|
Current liabilities
|
$
|
1,002.8
|
|
|
$
|
1,180.1
|
|
Non-current liabilities
|
1,346.7
|
|
|
1,407.0
|
|
||
Total liabilities
|
2,349.5
|
|
|
2,587.1
|
|
||
Noncontrolling interests
|
22.4
|
|
|
20.1
|
|
||
Owners' equity
|
7,623.4
|
|
|
7,292.8
|
|
||
Total liabilities and equity
|
$
|
9,995.3
|
|
|
$
|
9,900.0
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions, except percentages)
|
||||||
MillerCoors owners' equity
|
$
|
7,623.4
|
|
|
$
|
7,292.8
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC proportionate share in MillerCoors equity
|
3,201.8
|
|
|
3,063.0
|
|
||
Difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
(655.9
|
)
|
|
(657.0
|
)
|
||
Accounting policy elections
|
35.0
|
|
|
35.0
|
|
||
Investment in MillerCoors
|
$
|
2,580.9
|
|
|
$
|
2,441.0
|
|
(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.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions)
|
||||||
Net sales
|
$
|
1,816.1
|
|
|
$
|
1,774.6
|
|
Cost of goods sold
|
(1,033.0
|
)
|
|
(1,076.2
|
)
|
||
Gross profit
|
$
|
783.1
|
|
|
$
|
698.4
|
|
Operating income
(1)
|
$
|
336.5
|
|
|
$
|
309.3
|
|
Net income attributable to MillerCoors
(1)
|
$
|
335.3
|
|
|
$
|
304.6
|
|
(1)
|
Results for the three months ended March 31, 2016, include special charges related to the planned closure of the Eden, North Carolina, brewery, including
$35.9 million
of accelerated depreciation in excess of normal depreciation associated with the brewery, and
$1.0 million
of other charges.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions, except percentages)
|
||||||
Net income attributable to MillerCoors
|
$
|
335.3
|
|
|
$
|
304.6
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC proportionate share of MillerCoors net income
|
140.8
|
|
|
127.9
|
|
||
Amortization of the difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
|
1.1
|
|
|
1.1
|
|
||
Share-based compensation adjustment
(1)
|
0.5
|
|
|
0.3
|
|
||
Equity income in MillerCoors
|
$
|
142.4
|
|
|
$
|
129.3
|
|
(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, as well as to add back all share-based compensation impacts related to pre-existing MCBC equity awards held by former MCBC employees who transferred to MillerCoors.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions)
|
||||||
Beer sales to MillerCoors
|
$
|
2.0
|
|
|
$
|
2.8
|
|
Beer purchases from MillerCoors
|
$
|
9.9
|
|
|
$
|
9.1
|
|
Service agreement costs and other charges to MillerCoors
|
$
|
0.7
|
|
|
$
|
0.6
|
|
Service agreement costs and other charges from MillerCoors
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
As of
|
||||||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
7.8
|
|
|
$
|
3.8
|
|
|
$
|
6.9
|
|
|
$
|
3.3
|
|
Cobra U.K.
|
$
|
33.6
|
|
|
$
|
0.5
|
|
|
$
|
30.2
|
|
|
$
|
0.9
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions)
|
||||||
Pretax compensation expense
|
$
|
6.7
|
|
|
$
|
3.2
|
|
Tax benefit
|
(1.9
|
)
|
|
(0.8
|
)
|
||
After-tax compensation expense
|
$
|
4.8
|
|
|
$
|
2.4
|
|
|
RSUs and DSUs
|
|
PSUs
|
||||||
|
Units
|
|
Weighted-average
grant date fair value
per unit
|
|
Units
|
|
Weighted-average
grant date fair value
per unit
|
||
|
(In millions, except per unit amounts)
|
||||||||
Non-vested as of December 31, 2015
|
0.6
|
|
|
$56.23
|
|
0.5
|
|
|
$57.01
|
Granted
|
0.1
|
|
|
$85.65
|
|
0.1
|
|
|
$90.49
|
Vested
|
(0.2
|
)
|
|
$41.58
|
|
(0.2
|
)
|
|
$43.10
|
Forfeited
|
—
|
|
|
$—
|
|
—
|
|
|
$—
|
Non-vested as of March 31, 2016
|
0.5
|
|
|
$67.83
|
|
0.4
|
|
|
$72.57
|
|
Shares outstanding
|
|
Weighted-average
exercise price per
share
|
|
Weighted-average
remaining contractual life
(years)
|
|
Aggregate
intrinsic value
|
||
|
(In millions, except per share amounts and years)
|
||||||||
Outstanding as of December 31, 2015
|
1.3
|
|
$49.49
|
|
4.8
|
|
$
|
58.0
|
|
Granted
|
0.1
|
|
$90.38
|
|
|
|
|
||
Exercised
|
(0.2)
|
|
$44.35
|
|
|
|
|
||
Forfeited
|
—
|
|
$—
|
|
|
|
|
||
Outstanding as of March 31, 2016
|
1.2
|
|
$54.20
|
|
5.3
|
|
$
|
52.4
|
|
Exercisable at March 31, 2016
|
1.0
|
|
$47.90
|
|
4.4
|
|
$
|
48.7
|
|
|
Three Months Ended
|
||
|
March 31, 2016
|
|
March 31, 2015
|
Risk-free interest rate
|
1.40%
|
|
1.70%
|
Dividend yield
|
1.81%
|
|
2.20%
|
Volatility range
|
23.16%-24.64%
|
|
21.65%-29.90%
|
Weighted-average volatility
|
23.53%
|
|
23.71%
|
Expected term (years)
|
5.2
|
|
5.7
|
Weighted-average fair market value
|
$16.65
|
|
$13.98
|
|
Three Months Ended
|
||
|
March 31, 2016
|
|
March 31, 2015
|
Risk-free interest rate
|
1.04%
|
|
1.06%
|
Dividend yield
|
1.81%
|
|
2.20%
|
Volatility range
|
14.10%-77.11%
|
|
12.73%-62.28%
|
Weighted-average volatility
|
23.68%
|
|
21.53%
|
Expected term (years)
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$90.49
|
|
$74.42
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions)
|
||||||
Employee-related restructuring charges
|
|
|
|
||||
Europe
|
$
|
(1.6
|
)
|
|
$
|
(1.2
|
)
|
Impairments or asset abandonment charges
|
|
|
|
||||
Canada - Asset abandonment
(1)
|
1.1
|
|
|
—
|
|
||
Europe - Asset abandonment
(2)
|
2.3
|
|
|
11.8
|
|
||
Unusual or infrequent items
|
|
|
|
||||
Europe - Flood loss (insurance reimbursement), net
|
—
|
|
|
(2.0
|
)
|
||
Other (gains) losses
|
|
|
|
||||
Canada - Gain on sale of asset
(1)
|
(110.4
|
)
|
|
—
|
|
||
Total Special items, net
|
$
|
(108.6
|
)
|
|
$
|
8.6
|
|
(1)
|
As a result of the ongoing strategic review of our Canadian supply chain network, in October 2015, we entered into an agreement to sell our Vancouver brewery for CAD
185.0 million
, with the intent to use the proceeds from the sale to help fund the construction of an efficient and flexible brewery in British Columbia. The sale was fully completed on March 31, 2016, resulting in a
$110.4 million
gain, which was recorded as a special item in the first quarter. The net cash proceeds, which remained in trust following the completion of the sale, were received on April 1, 2016. Accordingly, other receivables, net on the unaudited condensed consolidated balance sheet as of March 31, 2016, includes CAD
183.1 million
(
$140.8 million
) of net proceeds from the sale of the brewery. This amount represents a non-cash investing activity on the unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2016.
|
(2)
|
As part of our continued strategic review of our European supply chain network, in the first quarter of 2016 we incurred
$2.3 million
of charges associated with the closure of our Burton South, Plovdiv and Alton breweries, of which
$1.9 million
represents accelerated depreciation charges in excess of our normal depreciation. During the first quarter of 2015, we incurred
$11.8 million
of accelerated depreciation in excess of our normal depreciation associated with the Alton brewery.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total at December 31, 2015
|
$
|
2.3
|
|
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
Charges incurred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments made
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||
Changes in estimates
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||||
Foreign currency and other adjustments
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total at March 31, 2016
|
$
|
2.3
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total at December 31, 2014
|
$
|
3.8
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
15.5
|
|
Charges incurred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments made
|
(1.4
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|||||
Changes in estimates
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||
Foreign currency and other adjustments
|
(0.3
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||
Total at March 31, 2015
|
$
|
2.1
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.2
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions)
|
||||||
Bridge loan commitment fees
(1)
|
$
|
(18.4
|
)
|
|
$
|
—
|
|
Gain (loss) from other foreign exchange and derivative activity, net
|
3.7
|
|
|
(2.6
|
)
|
||
Other, net
|
(0.6
|
)
|
|
—
|
|
||
Other income (expense), net
|
$
|
(15.3
|
)
|
|
$
|
(2.6
|
)
|
(1)
|
During the first quarter of 2016, we recognized amortization of commitment fees and other financing costs incurred in connection with our bridge loan agreement entered into subsequent to the announcement of the pending Acquisition of MillerCoors. See
Note 16, "Pending Acquisition"
for further discussion.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In millions, except per share amounts)
|
||||||
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
159.3
|
|
|
$
|
79.2
|
|
Income (loss) from discontinued operations, net of tax
|
(0.5
|
)
|
|
1.9
|
|
||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
158.8
|
|
|
$
|
81.1
|
|
Weighted-average shares for basic EPS
|
203.6
|
|
|
185.8
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
RSUs, DSUs, PUs and PSUs
|
0.8
|
|
|
0.5
|
|
||
Stock options and SOSARs
|
0.4
|
|
|
0.6
|
|
||
Weighted-average shares for diluted EPS
|
204.8
|
|
|
186.9
|
|
||
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
||||
From continuing operations
|
$
|
0.78
|
|
|
$
|
0.43
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.78
|
|
|
$
|
0.44
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
||||
From continuing operations
|
$
|
0.78
|
|
|
$
|
0.42
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.78
|
|
|
$
|
0.43
|
|
Dividends declared and paid per share
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at December 31, 2015
|
$
|
551.4
|
|
|
$
|
1,408.7
|
|
|
$
|
23.2
|
|
|
$
|
1,983.3
|
|
Business acquisition and disposition
(1)
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Foreign currency translation
|
35.4
|
|
|
10.9
|
|
|
(0.1
|
)
|
|
46.2
|
|
||||
Balance at March 31, 2016
|
$
|
586.8
|
|
|
$
|
1,419.6
|
|
|
$
|
22.5
|
|
|
$
|
2,028.9
|
|
(1)
|
The goodwill adjustment for the three months ended
March 31, 2016
, reflects the final purchase price accounting adjustment associated with the April 1, 2015, acquisition of Mount Shivalik Breweries Ltd. ("Mount Shivalik"), a regional brewer in India.
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 50
|
|
$
|
1,171.5
|
|
|
$
|
(241.7
|
)
|
|
$
|
929.8
|
|
License agreements and distribution rights
|
3 - 28
|
|
137.6
|
|
|
(91.6
|
)
|
|
46.0
|
|
|||
Other
|
2 - 8
|
|
28.3
|
|
|
(27.3
|
)
|
|
1.0
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
3,212.7
|
|
|
—
|
|
|
3,212.7
|
|
|||
Distribution networks
|
Indefinite
|
|
777.9
|
|
|
—
|
|
|
777.9
|
|
|||
Other
|
Indefinite
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Total
|
|
|
$
|
5,345.5
|
|
|
$
|
(360.6
|
)
|
|
$
|
4,984.9
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 50
|
|
$
|
1,121.8
|
|
|
$
|
(226.1
|
)
|
|
$
|
895.7
|
|
License agreements and distribution rights
|
3 - 28
|
|
135.1
|
|
|
(87.1
|
)
|
|
48.0
|
|
|||
Other
|
2 - 8
|
|
29.9
|
|
|
(28.6
|
)
|
|
1.3
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
3,052.2
|
|
|
—
|
|
|
3,052.2
|
|
|||
Distribution networks
|
Indefinite
|
|
731.0
|
|
|
—
|
|
|
731.0
|
|
|||
Other
|
Indefinite
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Total
|
|
|
$
|
5,087.5
|
|
|
$
|
(341.8
|
)
|
|
$
|
4,745.7
|
|
Fiscal year
|
Amount
|
||
|
(In millions)
|
||
2016 - remaining
|
$
|
30.1
|
|
2017
|
$
|
29.3
|
|
2018
|
$
|
27.7
|
|
2019
|
$
|
27.7
|
|
2020
|
$
|
27.6
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
CAD 500 million 3.95% Series A notes due 2017
|
$
|
384.5
|
|
|
$
|
361.3
|
|
CAD 400 million 2.25% notes due 2018
|
307.6
|
|
|
289.0
|
|
||
CAD 500 million 2.75% notes due 2020
|
384.5
|
|
|
361.3
|
|
||
$300 million 2.0% notes due 2017
(1)
|
300.5
|
|
|
300.6
|
|
||
$500 million 3.5% notes due 2022
(1)
|
517.1
|
|
|
517.8
|
|
||
$1.1 billion 5.0% notes due 2042
|
1,100.0
|
|
|
1,100.0
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(20.8
|
)
|
|
(21.3
|
)
|
||
Total long-term debt (including current portion)
|
2,973.4
|
|
|
2,908.7
|
|
||
Less: current portion of long-term debt
|
—
|
|
|
—
|
|
||
Total long-term debt
|
$
|
2,973.4
|
|
|
$
|
2,908.7
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Cash pool overdrafts
(2)
|
38.8
|
|
|
18.7
|
|
||
Short-term facilities
(3)
|
10.7
|
|
|
7.5
|
|
||
Other short-term borrowings
|
14.0
|
|
|
2.5
|
|
||
Total short-term borrowings
|
$
|
63.5
|
|
|
$
|
28.7
|
|
(1)
|
During the fourth quarter of 2015, we settled our interest rate swaps that were in fair value hedge accounting relationships related to these notes at which time we ceased adjusting the carrying value of the related notes for the fair value movements of these swaps and began amortizing the cumulative adjustments to interest expense over the remaining term of the respective note. At the time of settlement, cumulative adjustments to the carrying value of the notes were
$0.7 million
and
$18.1 million
related to the
$300 million
and
$500 million
notes, respectively. See Note 12 of the Notes included in our Annual Report for additional detail.
|
(2)
|
As of
March 31, 2016
, we had
$38.8 million
in bank overdrafts and
$48.4 million
in bank cash related to our cross-border, cross-currency cash pool for a net positive position of
$9.6 million
. As of
December 31, 2015
, we had
$18.7 million
in bank overdrafts and
$39.6 million
in bank cash related to our cross-border, cross-currency cash pool for a net positive position of
$20.9 million
.
|
(3)
|
We had total outstanding borrowings of
$10.7 million
and
$7.5 million
under our two JPY overdraft facilities as of
March 31, 2016
, and
December 31, 2015
, respectively. In addition, we have GBP and CAD lines of credit under which we had no borrowings as of
March 31, 2016
, or
December 31, 2015
.
|
|
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, 2015
|
$
|
(769.9
|
)
|
|
$
|
14.5
|
|
|
$
|
(589.1
|
)
|
|
$
|
(350.4
|
)
|
|
$
|
(1,694.9
|
)
|
Foreign currency translation adjustments
|
243.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243.7
|
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
(21.6
|
)
|
|
—
|
|
|
—
|
|
|
(21.6
|
)
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
5.5
|
|
|||||
Tax benefit (expense)
|
23.6
|
|
|
2.1
|
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
24.1
|
|
|||||
As of March 31, 2016
|
$
|
(502.6
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
(582.1
|
)
|
|
$
|
(345.6
|
)
|
|
$
|
(1,437.9
|
)
|
|
|
Three Months Ended
|
|
|
||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
|
|
||||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||
|
|
(In millions)
|
|
|
||||||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
||||
Forward starting interest rate swaps
|
|
$
|
(0.9
|
)
|
|
$
|
(0.3
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
(1.9
|
)
|
|
(2.4
|
)
|
|
Other income (expense), net
|
||
Foreign currency forwards
|
|
5.4
|
|
|
4.7
|
|
|
Cost of goods sold
|
||
Total income (loss) reclassified, before tax
|
|
2.6
|
|
|
2.0
|
|
|
|
||
Income tax benefit (expense)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
2.4
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
||||
Prior service benefit (cost)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.1
|
)
|
|
(1)
|
Net actuarial gain (loss)
|
|
(7.7
|
)
|
|
(11.2
|
)
|
|
(1)
|
||
Total income (loss) reclassified, before tax
|
|
(7.9
|
)
|
|
(11.3
|
)
|
|
|
||
Income tax benefit (expense)
|
|
0.9
|
|
|
2.3
|
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
(7.0
|
)
|
|
$
|
(9.0
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total income (loss) reclassified, net of tax
|
|
$
|
(4.6
|
)
|
|
$
|
(7.6
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 14, "Pension and Other Postretirement Benefits"
for additional details.
|
|
|
|
Fair value measurements as of March 31, 2016
|
||||||||||||
|
Total at March 31, 2016
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign currency forwards
|
$
|
19.5
|
|
|
$
|
—
|
|
|
$
|
19.5
|
|
|
$
|
—
|
|
Commodity swaps
|
(20.3
|
)
|
|
—
|
|
|
(20.3
|
)
|
|
—
|
|
||||
Swaptions
|
16.7
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
||||
Total
|
$
|
15.9
|
|
|
$
|
—
|
|
|
$
|
15.9
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements as of December 31, 2015
|
||||||||||||
|
Total at December 31, 2015
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign currency forwards
|
$
|
44.1
|
|
|
$
|
—
|
|
|
$
|
44.1
|
|
|
$
|
—
|
|
Commodity swaps
|
(21.4
|
)
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
||||
Total
|
$
|
22.7
|
|
|
$
|
—
|
|
|
$
|
22.7
|
|
|
$
|
—
|
|
For the Three Months Ended March 31, 2016
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective
portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI on
derivative
(effective portion)
|
|
Location of gain (loss)
recognized in income on
derivative (ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(0.9
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(21.6
|
)
|
|
Other income (expense), net
|
|
(1.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
5.4
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(21.6
|
)
|
|
|
|
$
|
2.6
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended March 31, 2015
|
||||||||||||||||
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
|
|
$
|
(15.7
|
)
|
|
Interest expense, net
|
|
$
|
(0.3
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
21.5
|
|
|
Other income (expense), net
|
|
(2.4
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
4.7
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
5.8
|
|
|
|
|
$
|
2.0
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended March 31, 2015
|
||||||||||||||||
Derivatives and non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain (loss) recognized in OCI (effective portion)
|
|
Location of gain (loss) reclassified from AOCI into income (effective portion)
|
|
Amount of gain (loss) recognized from AOCI (effective portion)
|
|
Location of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
||||||
Cross currency swaps
|
|
$
|
15.5
|
|
|
Interest expense, net
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
0.4
|
|
Total
|
|
$
|
15.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
0.4
|
|
For the Three Months Ended March 31, 2015
|
||||||
Derivatives in fair value hedge relationships
|
|
Amount of gain
(loss) recognized
in income
|
|
Location of gain (loss) recognized in income
|
||
Interest rate swaps
|
|
$
|
9.0
|
|
|
Interest expense, net
|
Total
|
|
$
|
9.0
|
|
|
|
For the Three Months Ended March 31, 2016
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(1.6
|
)
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
(0.1
|
)
|
|
Swaptions
|
|
Interest expense, net
|
|
(21.1
|
)
|
|
Total
|
|
|
|
$
|
(22.8
|
)
|
For the Three Months Ended March 31, 2015
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(0.6
|
)
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
1.2
|
|
|
Total
|
|
|
|
$
|
0.6
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost - benefits earned during the year
|
$
|
1.8
|
|
|
$
|
0.6
|
|
|
$
|
2.4
|
|
|
$
|
2.6
|
|
|
$
|
0.5
|
|
|
$
|
3.1
|
|
Interest cost on projected benefit obligation
|
31.9
|
|
|
1.3
|
|
|
33.2
|
|
|
34.4
|
|
|
1.5
|
|
|
35.9
|
|
||||||
Expected return on plan assets
|
(39.5
|
)
|
|
—
|
|
|
(39.5
|
)
|
|
(44.1
|
)
|
|
—
|
|
|
(44.1
|
)
|
||||||
Amortization of prior service cost (benefit)
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
Amortization of net actuarial loss (gain)
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
11.2
|
|
|
—
|
|
|
11.2
|
|
||||||
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Less: expected participant contributions
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Net periodic pension and OPEB cost
|
$
|
2.0
|
|
|
$
|
1.9
|
|
|
$
|
3.9
|
|
|
$
|
3.1
|
|
|
$
|
1.9
|
|
|
$
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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
2.2%
risk-free rate of return.
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
6.6
|
|
|
$
|
761.4
|
|
|
$
|
216.0
|
|
|
$
|
(33.2
|
)
|
|
$
|
950.8
|
|
Excise taxes
|
—
|
|
|
(245.7
|
)
|
|
(47.9
|
)
|
|
—
|
|
|
(293.6
|
)
|
|||||
Net sales
|
6.6
|
|
|
515.7
|
|
|
168.1
|
|
|
(33.2
|
)
|
|
657.2
|
|
|||||
Cost of goods sold
|
—
|
|
|
(319.6
|
)
|
|
(114.2
|
)
|
|
19.8
|
|
|
(414.0
|
)
|
|||||
Gross profit
|
6.6
|
|
|
196.1
|
|
|
53.9
|
|
|
(13.4
|
)
|
|
243.2
|
|
|||||
Marketing, general and administrative expenses
|
(47.0
|
)
|
|
(143.4
|
)
|
|
(73.9
|
)
|
|
13.4
|
|
|
(250.9
|
)
|
|||||
Special items, net
|
—
|
|
|
108.8
|
|
|
(0.2
|
)
|
|
—
|
|
|
108.6
|
|
|||||
Equity income (loss) in subsidiaries
|
215.8
|
|
|
(105.5
|
)
|
|
141.4
|
|
|
(251.7
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
142.4
|
|
|
—
|
|
|
—
|
|
|
142.4
|
|
|||||
Operating income (loss)
|
175.4
|
|
|
198.4
|
|
|
121.2
|
|
|
(251.7
|
)
|
|
243.3
|
|
|||||
Interest income (expense), net
|
(39.9
|
)
|
|
56.2
|
|
|
(63.6
|
)
|
|
—
|
|
|
(47.3
|
)
|
|||||
Other income (expense), net
|
(18.3
|
)
|
|
3.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
(15.3
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
117.2
|
|
|
258.0
|
|
|
57.2
|
|
|
(251.7
|
)
|
|
180.7
|
|
|||||
Income tax benefit (expense)
|
41.6
|
|
|
(87.8
|
)
|
|
25.6
|
|
|
—
|
|
|
(20.6
|
)
|
|||||
Net income (loss) from continuing operations
|
158.8
|
|
|
170.2
|
|
|
82.8
|
|
|
(251.7
|
)
|
|
160.1
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Net income (loss) including noncontrolling interests
|
158.8
|
|
|
170.2
|
|
|
82.3
|
|
|
(251.7
|
)
|
|
159.6
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
158.8
|
|
|
$
|
170.2
|
|
|
$
|
81.5
|
|
|
$
|
(251.7
|
)
|
|
$
|
158.8
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
415.8
|
|
|
$
|
403.9
|
|
|
$
|
104.3
|
|
|
$
|
(508.2
|
)
|
|
$
|
415.8
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
4.9
|
|
|
$
|
823.8
|
|
|
$
|
207.6
|
|
|
$
|
(33.1
|
)
|
|
$
|
1,003.2
|
|
Excise taxes
|
—
|
|
|
(256.9
|
)
|
|
(46.3
|
)
|
|
—
|
|
|
(303.2
|
)
|
|||||
Net sales
|
4.9
|
|
|
566.9
|
|
|
161.3
|
|
|
(33.1
|
)
|
|
700.0
|
|
|||||
Cost of goods sold
|
—
|
|
|
(361.3
|
)
|
|
(116.1
|
)
|
|
22.6
|
|
|
(454.8
|
)
|
|||||
Gross profit
|
4.9
|
|
|
205.6
|
|
|
45.2
|
|
|
(10.5
|
)
|
|
245.2
|
|
|||||
Marketing, general and administrative expenses
|
(28.1
|
)
|
|
(153.0
|
)
|
|
(70.0
|
)
|
|
10.5
|
|
|
(240.6
|
)
|
|||||
Special items, net
|
—
|
|
|
(10.6
|
)
|
|
2.0
|
|
|
—
|
|
|
(8.6
|
)
|
|||||
Equity income (loss) in subsidiaries
|
104.2
|
|
|
(92.4
|
)
|
|
23.6
|
|
|
(35.4
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
129.3
|
|
|
—
|
|
|
—
|
|
|
129.3
|
|
|||||
Operating income (loss)
|
81.0
|
|
|
78.9
|
|
|
0.8
|
|
|
(35.4
|
)
|
|
125.3
|
|
|||||
Interest income (expense), net
|
(17.2
|
)
|
|
58.9
|
|
|
(70.9
|
)
|
|
—
|
|
|
(29.2
|
)
|
|||||
Other income (expense), net
|
(1.3
|
)
|
|
(2.3
|
)
|
|
1.0
|
|
|
—
|
|
|
(2.6
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
62.5
|
|
|
135.5
|
|
|
(69.1
|
)
|
|
(35.4
|
)
|
|
93.5
|
|
|||||
Income tax benefit (expense)
|
18.6
|
|
|
(30.9
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(12.8
|
)
|
|||||
Net income (loss) from continuing operations
|
81.1
|
|
|
104.6
|
|
|
(69.6
|
)
|
|
(35.4
|
)
|
|
80.7
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||||
Net income (loss) including noncontrolling interests
|
81.1
|
|
|
104.6
|
|
|
(67.7
|
)
|
|
(35.4
|
)
|
|
82.6
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
81.1
|
|
|
$
|
104.6
|
|
|
$
|
(69.2
|
)
|
|
$
|
(35.4
|
)
|
|
$
|
81.1
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(556.3
|
)
|
|
$
|
(505.4
|
)
|
|
$
|
(293.8
|
)
|
|
$
|
799.2
|
|
|
$
|
(556.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2,416.5
|
|
|
$
|
65.7
|
|
|
$
|
120.7
|
|
|
$
|
—
|
|
|
$
|
2,602.9
|
|
Accounts receivable, net
|
0.2
|
|
|
318.8
|
|
|
137.5
|
|
|
—
|
|
|
456.5
|
|
|||||
Other receivables, net
|
88.0
|
|
|
190.9
|
|
|
37.5
|
|
|
—
|
|
|
316.4
|
|
|||||
Total inventories
|
—
|
|
|
183.7
|
|
|
46.7
|
|
|
—
|
|
|
230.4
|
|
|||||
Other current assets, net
|
44.0
|
|
|
68.1
|
|
|
44.5
|
|
|
—
|
|
|
156.6
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
452.5
|
|
|
304.5
|
|
|
(757.0
|
)
|
|
—
|
|
|||||
Total current assets
|
2,548.7
|
|
|
1,279.7
|
|
|
691.4
|
|
|
(757.0
|
)
|
|
3,762.8
|
|
|||||
Properties, net
|
21.9
|
|
|
949.6
|
|
|
617.2
|
|
|
—
|
|
|
1,588.7
|
|
|||||
Goodwill
|
—
|
|
|
986.5
|
|
|
1,042.4
|
|
|
—
|
|
|
2,028.9
|
|
|||||
Other intangibles, net
|
—
|
|
|
3,492.0
|
|
|
1,492.9
|
|
|
—
|
|
|
4,984.9
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,580.9
|
|
|
—
|
|
|
—
|
|
|
2,580.9
|
|
|||||
Net investment in and advances to subsidiaries
|
9,323.8
|
|
|
3,660.3
|
|
|
5,788.0
|
|
|
(18,772.1
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
39.9
|
|
|
2.5
|
|
|
0.1
|
|
|
(19.4
|
)
|
|
23.1
|
|
|||||
Other assets, net
|
13.2
|
|
|
187.8
|
|
|
40.0
|
|
|
—
|
|
|
241.0
|
|
|||||
Total assets
|
$
|
11,947.5
|
|
|
$
|
13,139.3
|
|
|
$
|
9,672.0
|
|
|
$
|
(19,548.5
|
)
|
|
$
|
15,210.3
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
81.3
|
|
|
$
|
738.8
|
|
|
$
|
333.8
|
|
|
$
|
—
|
|
|
$
|
1,153.9
|
|
Current portion of long-term debt and short-term borrowings
|
—
|
|
|
—
|
|
|
63.5
|
|
|
—
|
|
|
63.5
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|||||
Intercompany accounts payable
|
53.1
|
|
|
360.3
|
|
|
343.6
|
|
|
(757.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
134.4
|
|
|
1,099.1
|
|
|
745.4
|
|
|
(757.0
|
)
|
|
1,221.9
|
|
|||||
Long-term debt
|
1,901.7
|
|
|
1,071.7
|
|
|
—
|
|
|
—
|
|
|
2,973.4
|
|
|||||
Pension and postretirement benefits
|
3.4
|
|
|
199.2
|
|
|
6.3
|
|
|
—
|
|
|
208.9
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
227.5
|
|
|
588.0
|
|
|
(19.4
|
)
|
|
796.1
|
|
|||||
Other liabilities
|
10.3
|
|
|
38.2
|
|
|
30.8
|
|
|
—
|
|
|
79.3
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
11.4
|
|
|||||
Intercompany notes payable
|
—
|
|
|
818.7
|
|
|
5,090.8
|
|
|
(5,909.5
|
)
|
|
—
|
|
|||||
Total liabilities
|
2,049.8
|
|
|
3,454.4
|
|
|
6,472.7
|
|
|
(6,685.9
|
)
|
|
5,291.0
|
|
|||||
MCBC stockholders' equity
|
9,898.8
|
|
|
14,774.7
|
|
|
3,997.4
|
|
|
(18,772.1
|
)
|
|
9,898.8
|
|
|||||
Intercompany notes receivable
|
(1.1
|
)
|
|
(5,089.8
|
)
|
|
(818.6
|
)
|
|
5,909.5
|
|
|
—
|
|
|||||
Total stockholders' equity
|
9,897.7
|
|
|
9,684.9
|
|
|
3,178.8
|
|
|
(12,862.6
|
)
|
|
9,898.8
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
20.5
|
|
|
—
|
|
|
20.5
|
|
|||||
Total equity
|
9,897.7
|
|
|
9,684.9
|
|
|
3,199.3
|
|
|
(12,862.6
|
)
|
|
9,919.3
|
|
|||||
Total liabilities and equity
|
$
|
11,947.5
|
|
|
$
|
13,139.3
|
|
|
$
|
9,672.0
|
|
|
$
|
(19,548.5
|
)
|
|
$
|
15,210.3
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
146.4
|
|
|
$
|
171.3
|
|
|
$
|
113.2
|
|
|
$
|
—
|
|
|
$
|
430.9
|
|
Accounts receivable, net
|
—
|
|
|
297.8
|
|
|
126.9
|
|
|
—
|
|
|
424.7
|
|
|||||
Other receivables, net
|
8.7
|
|
|
61.0
|
|
|
31.5
|
|
|
—
|
|
|
101.2
|
|
|||||
Total inventories
|
—
|
|
|
145.1
|
|
|
34.2
|
|
|
—
|
|
|
179.3
|
|
|||||
Other current assets, net
|
45.6
|
|
|
43.5
|
|
|
33.6
|
|
|
—
|
|
|
122.7
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
3,980.6
|
|
|
288.1
|
|
|
(4,268.7
|
)
|
|
—
|
|
|||||
Total current assets
|
200.7
|
|
|
4,699.3
|
|
|
627.5
|
|
|
(4,268.7
|
)
|
|
1,258.8
|
|
|||||
Properties, net
|
20.4
|
|
|
975.7
|
|
|
594.7
|
|
|
—
|
|
|
1,590.8
|
|
|||||
Goodwill
|
—
|
|
|
991.7
|
|
|
991.6
|
|
|
—
|
|
|
1,983.3
|
|
|||||
Other intangibles, net
|
—
|
|
|
3,316.9
|
|
|
1,428.8
|
|
|
—
|
|
|
4,745.7
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,441.0
|
|
|
—
|
|
|
—
|
|
|
2,441.0
|
|
|||||
Net investment in and advances to subsidiaries
|
12,394.3
|
|
|
3,926.1
|
|
|
5,421.2
|
|
|
(21,741.6
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
37.7
|
|
|
—
|
|
|
0.1
|
|
|
(17.6
|
)
|
|
20.2
|
|
|||||
Other assets, net
|
14.0
|
|
|
181.2
|
|
|
41.3
|
|
|
—
|
|
|
236.5
|
|
|||||
Total assets
|
$
|
12,667.1
|
|
|
$
|
16,531.9
|
|
|
$
|
9,105.2
|
|
|
$
|
(26,027.9
|
)
|
|
$
|
12,276.3
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
72.7
|
|
|
$
|
790.6
|
|
|
$
|
321.1
|
|
|
$
|
—
|
|
|
$
|
1,184.4
|
|
Current portion of long-term debt and short-term borrowings
|
—
|
|
|
—
|
|
|
28.7
|
|
|
—
|
|
|
28.7
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Intercompany accounts payable
|
3,652.6
|
|
|
344.4
|
|
|
271.7
|
|
|
(4,268.7
|
)
|
|
—
|
|
|||||
Total current liabilities
|
3,725.3
|
|
|
1,135.0
|
|
|
625.6
|
|
|
(4,268.7
|
)
|
|
1,217.2
|
|
|||||
Long-term debt
|
1,902.1
|
|
|
1,006.6
|
|
|
—
|
|
|
—
|
|
|
2,908.7
|
|
|||||
Pension and postretirement benefits
|
3.3
|
|
|
192.8
|
|
|
5.8
|
|
|
—
|
|
|
201.9
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
220.7
|
|
|
596.7
|
|
|
(17.6
|
)
|
|
799.8
|
|
|||||
Other liabilities
|
6.5
|
|
|
37.8
|
|
|
31.0
|
|
|
—
|
|
|
75.3
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|||||
Intercompany notes payable
|
—
|
|
|
840.6
|
|
|
4,764.0
|
|
|
(5,604.6
|
)
|
|
—
|
|
|||||
Total liabilities
|
5,637.2
|
|
|
3,433.5
|
|
|
6,033.4
|
|
|
(9,890.9
|
)
|
|
5,213.2
|
|
|||||
MCBC stockholders' equity
|
7,031.0
|
|
|
17,861.4
|
|
|
3,892.2
|
|
|
(21,741.6
|
)
|
|
7,043.0
|
|
|||||
Intercompany notes receivable
|
(1.1
|
)
|
|
(4,763.0
|
)
|
|
(840.5
|
)
|
|
5,604.6
|
|
|
—
|
|
|||||
Total stockholders' equity
|
7,029.9
|
|
|
13,098.4
|
|
|
3,051.7
|
|
|
(16,137.0
|
)
|
|
7,043.0
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|
20.1
|
|
|||||
Total equity
|
7,029.9
|
|
|
13,098.4
|
|
|
3,071.8
|
|
|
(16,137.0
|
)
|
|
7,063.1
|
|
|||||
Total liabilities and equity
|
$
|
12,667.1
|
|
|
$
|
16,531.9
|
|
|
$
|
9,105.2
|
|
|
$
|
(26,027.9
|
)
|
|
$
|
12,276.3
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(162.2
|
)
|
|
$
|
103.9
|
|
|
$
|
(35.1
|
)
|
|
$
|
—
|
|
|
$
|
(93.4
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(7.2
|
)
|
|
(47.2
|
)
|
|
(16.7
|
)
|
|
—
|
|
|
(71.1
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
1.4
|
|
|
1.0
|
|
|
—
|
|
|
2.4
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(413.7
|
)
|
|
—
|
|
|
—
|
|
|
(413.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
283.4
|
|
|
—
|
|
|
—
|
|
|
283.4
|
|
|||||
Other
|
—
|
|
|
0.7
|
|
|
(7.2
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Net intercompany investing activity
|
—
|
|
|
(37.5
|
)
|
|
—
|
|
|
37.5
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(7.2
|
)
|
|
(212.9
|
)
|
|
(22.9
|
)
|
|
37.5
|
|
|
(205.5
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock, net
|
2,526.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,526.4
|
|
|||||
Exercise of stock options under equity compensation plans
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||
Excess tax benefits from share-based compensation
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|||||
Dividends paid
|
(80.5
|
)
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
(88.3
|
)
|
|||||
Debt issuance costs
|
(14.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|||||
Payments on debt and borrowings
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
20.9
|
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||||
Change in overdraft balances and other
|
(0.3
|
)
|
|
—
|
|
|
18.8
|
|
|
—
|
|
|
18.5
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
—
|
|
|
37.5
|
|
|
(37.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
2,439.5
|
|
|
—
|
|
|
61.6
|
|
|
(37.5
|
)
|
|
2,463.6
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
2,270.1
|
|
|
(109.0
|
)
|
|
3.6
|
|
|
—
|
|
|
2,164.7
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
3.4
|
|
|
3.9
|
|
|
—
|
|
|
7.3
|
|
|||||
Balance at beginning of year
|
146.4
|
|
|
171.3
|
|
|
113.2
|
|
|
—
|
|
|
430.9
|
|
|||||
Balance at end of period
|
$
|
2,416.5
|
|
|
$
|
65.7
|
|
|
$
|
120.7
|
|
|
$
|
—
|
|
|
$
|
2,602.9
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(77.7
|
)
|
|
$
|
(87.0
|
)
|
|
$
|
(37.9
|
)
|
|
$
|
—
|
|
|
$
|
(202.6
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(3.8
|
)
|
|
(48.9
|
)
|
|
(21.0
|
)
|
|
—
|
|
|
(73.7
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
3.0
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|||||
Investment in MillerCoors
|
—
|
|
|
(417.9
|
)
|
|
—
|
|
|
—
|
|
|
(417.9
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
310.4
|
|
|
—
|
|
|
—
|
|
|
310.4
|
|
|||||
Other
|
—
|
|
|
(1.0
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
(8.7
|
)
|
|||||
Net intercompany investing activity
|
—
|
|
|
(90.2
|
)
|
|
(59.1
|
)
|
|
149.3
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(3.8
|
)
|
|
(252.4
|
)
|
|
(86.3
|
)
|
|
149.3
|
|
|
(193.2
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercise of stock options under equity compensation plans
|
24.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.8
|
|
|||||
Excess tax benefits from share-based compensation
|
6.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|||||
Dividends paid
|
(67.9
|
)
|
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
(76.2
|
)
|
|||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|
(7.1
|
)
|
|||||
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
127.8
|
|
|
—
|
|
|
30.0
|
|
|
—
|
|
|
157.8
|
|
|||||
Change in overdraft balances and other
|
(0.1
|
)
|
|
(0.2
|
)
|
|
1.6
|
|
|
—
|
|
|
1.3
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
59.1
|
|
|
90.2
|
|
|
(149.3
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
90.7
|
|
|
58.9
|
|
|
123.0
|
|
|
(149.3
|
)
|
|
123.3
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
9.2
|
|
|
(280.5
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(272.5
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(21.4
|
)
|
|
(13.1
|
)
|
|
—
|
|
|
(34.5
|
)
|
|||||
Balance at beginning of year
|
40.9
|
|
|
470.7
|
|
|
113.0
|
|
|
—
|
|
|
624.6
|
|
|||||
Balance at end of period
|
$
|
50.1
|
|
|
$
|
168.8
|
|
|
$
|
98.7
|
|
|
$
|
—
|
|
|
317.6
|
|
•
|
Our Canada segment reported income from continuing operations before income taxes of
$146.6 million
and underlying pretax income of
$37.3 million
for the first quarter of 2016. Income from continuing operations before income taxes and underlying pretax income were
$30.9 million
in the prior year. The increase in income from continuing operations is primarily driven by the
$110.4 million
gain recognized on the sale of our Vancouver brewery. The increase in underlying pretax income is driven by decreased cost of goods sold related to a temporary reduction in distribution costs, lower pension expense, as well as results of cost savings initiatives. These factors were partially offset by the impact of lower volume, including the impact of the termination of the Miller license agreement with Miller Brewing Company ("Miller") in Canada at the end of the first quarter of 2015, as well as higher brand investments.
|
•
|
In our U.S. segment, equity income in MillerCoors increased
10.1%
to
$142.4 million
and underlying equity income in MillerCoors increased
22.1%
to
$157.9 million
in the first quarter of 2016 compared to the prior year, primarily driven by higher net pricing, positive sales mix, timing of shipments, and lower cost of goods sold. This was partially offset by higher employee-related costs, brewery inflation and information technology investments. The increase in equity income in MillerCoors in the first quarter of 2016 compared to prior year was also impacted by special charges related to the planned closure of the Eden, North Carolina, brewery.
|
•
|
Our Europe segment reported loss from continuing operations before income taxes of
$1.2 million
in the first quarter of 2016, compared to
$4.1 million
in the prior year, driven by higher specials charges recognized in the first quarter of 2015, primarily related to accelerated depreciation related to the closure of Alton brewery in the U.K. The segment reported an underlying pretax loss of
$0.5 million
in the first quarter of 2016 compared to underlying pretax income of
$4.5 million
in the prior year mainly driven by higher brand investment and amortization expense, a lower net pension benefit, as well as the termination of our Heineken contract brewing arrangement in the U.K., partially offset by higher sales volume, including the addition of the
Staropramen
and
Rekorderlig
brands in the U.K.
|
•
|
Our MCI segment reported both loss from continuing operations before income taxes and underlying pretax loss of
$2.3 million
in the first quarter of 2016, compared to
$5.4 million
in the prior year driven by favorable sales mix and lower marketing, general and administrative expenses primarily due to the substantial restructure of our China business, slightly offset by the repatriation of our
Staropramen
rights in the U.K.
|
•
|
Volume for
Carling
, the number one beer brand in the U.K. and the largest brand in our Europe segment, declined by 2.2% during the first quarter of 2016, due to weak consumer demand in the U.K. beer market; however, despite industry softness, the brand gained share within its segment compared to the prior year.
|
•
|
Coors Light
global volume (including our proportionate percentage of MillerCoors'
Coors Light
volumes) increased during the first quarter of 2016 by
3.5%
versus the first quarter of 2015. The overall volume increase in the first quarter of 2016 was driven by higher volumes in Europe and MCI, slightly offset by lower volumes in Canada. Volumes in the U.S. on a trading-day-adjusted basis were consistent with prior year. The declines in Canada are partly due to a weak economy and ongoing competitive pressures. We continue to implement plans to strengthen the performance of our largest brand in the U.S. and to reverse the declines in
Coors Light
performance in Canada, and we are beginning to see improvements from recent launches of advertising campaigns and branding initiatives.
|
•
|
Molson Canadian
volume in Canada decreased by 3.7% during the first quarter of 2016 versus the prior year, primarily driven by challenging economic conditions and competitive pressures in the western region.
|
•
|
Staropramen
volume, including royalty volume, decreased by 4.5% during the first quarter of 2016, versus the first quarter of 2015 driven by slightly lower volumes in Czech Republic and Germany.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages and per share data)
|
|||||||||
Volume in hectoliters
|
5.749
|
|
|
5.632
|
|
|
2.1
|
%
|
||
Net sales
|
$
|
657.2
|
|
|
$
|
700.0
|
|
|
(6.1
|
)%
|
Net income (loss) attributable to MCBC from continuing operations
|
$
|
159.3
|
|
|
$
|
79.2
|
|
|
101.1
|
%
|
Adjustments:
|
|
|
|
|
|
|||||
Special items, net
(1)
|
(108.6
|
)
|
|
8.6
|
|
|
N/M
|
|
||
42% of MillerCoors specials items, net of tax
(2)
|
15.5
|
|
|
—
|
|
|
N/M
|
|
||
Unrealized mark-to-market (gains) and losses
(3)
|
(2.3
|
)
|
|
(0.1
|
)
|
|
N/M
|
|
||
Acquisition, integration and financing related costs
(4)
|
53.7
|
|
|
—
|
|
|
N/M
|
|
||
Tax effect on special and non-GAAP items
(5)
|
(7.3
|
)
|
|
(1.6
|
)
|
|
N/M
|
|
||
Non-GAAP: Underlying income attributable to MCBC from continuing operations, net of tax
|
$
|
110.3
|
|
|
$
|
86.1
|
|
|
28.1
|
%
|
Net Income attributable to MCBC per diluted share from continuing operations
|
$
|
0.78
|
|
|
$
|
0.42
|
|
|
85.7
|
%
|
Non-GAAP: Underlying net income attributable to MCBC per diluted share from continuing operations
|
$
|
0.54
|
|
|
$
|
0.46
|
|
|
17.4
|
%
|
(1)
|
See Part I—Item 1. Financial Statements,
Note 6, "Special Items"
of the unaudited condensed consolidated financial statements for additional information. Special items for the
three
months ended
March 31, 2016
, include accelerated depreciation expense of
$3.0 million
related to the closure of our Vancouver brewery in Canada and Burton South brewery in the U.K. Special items for the
three
months ended
March 31, 2015
, includes accelerated depreciation expense of
$11.8 million
related to the closure of the Alton brewery in the U.K. These accelerated depreciation charges are included in our adjustments to arrive at underlying EBITDA in the table below.
|
(2)
|
MillerCoors special items for three months ended March 31, 2016, include our proportionate share of accelerated depreciation expense of
$15.1 million
related to the closure of our Eden brewery which is included in our adjustments to arrive at underlying EBITDA related to our investment in MillerCoors in the table below. See "Results of Operations" - "United States Segment" - "Special Items, net" below for additional information. The tax effect related to our share of MillerCoors special items in 2016 was immaterial. The flow through MCBC tax impacts of MillerCoors special items, if applicable, are presented within the tax effect on special and non-GAAP items in the above reconciliation of underlying income table.
|
(3)
|
The unrealized changes in fair value on our commodity swaps, which are economic hedges, are recorded as cost of goods sold within our Corporate business activities. As the exposure we are managing is realized, we reclassify the gain or loss to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. The amounts included for the
three
months ended
March 31, 2016
, and
March 31, 2015
, include the unrealized mark-to-market on these commodity swaps.
|
(4)
|
In connection with the pending Acquisition, we recognized transaction related fees of $14.9 million within marketing, general and administrative expenses and financing costs related to our bridge loan of
$18.4 million
within other income (expense) during the three months ended March 31, 2016. Additionally, within interest income (expense), we recognized unrealized mark-to-market losses on our swaptions of
$21.1 million
, financing costs related to our term loan of
$1.8 million
and interest income related to our fixed rate deposit and money market accounts of
$2.5 million
with terms of three months or less. These interest income (expense) items are included in our adjustments to arrive at underlying EBITDA in the table below. See
Note 11, "Debt"
and
Note 16, "Pending Acquisition"
for additional information.
|
(5)
|
The effect of taxes on the adjustments used to arrive at underlying income, a non-GAAP measure, is calculated based on applying the estimated underlying full-year effective tax rate to actual underlying earnings, excluding special and non-core items. The effect of taxes on special and non-core items is calculated based on the statutory tax rate applicable to the item being adjusted for in the jurisdiction from which each adjustment arises. Additionally, included in this line item is any applicable flow through MCBC tax impacts of MillerCoors special items.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages and per share data)
|
|||||||||
Net income attributable to MCBC from continuing operations
|
$
|
159.3
|
|
|
$
|
79.2
|
|
|
101.1
|
%
|
Add: Net income (loss) attributable to noncontrolling interests
|
0.8
|
|
|
1.5
|
|
|
(46.7
|
)%
|
||
Net income (loss) from continuing operations
|
$
|
160.1
|
|
|
$
|
80.7
|
|
|
98.4
|
%
|
Adjustments:
|
|
|
|
|
|
|||||
Add: Interest expense (income), net
|
47.3
|
|
|
29.2
|
|
|
62.0
|
%
|
||
Add: Income tax expense (benefit)
|
20.6
|
|
|
12.8
|
|
|
60.9
|
%
|
||
Add: Depreciation and amortization
|
67.5
|
|
|
77.5
|
|
|
(12.9
|
)%
|
||
Adjustments included in underlying income
(1)
|
(57.2
|
)
|
|
8.5
|
|
|
N/M
|
|
||
Adjustments to arrive at underlying EBITDA
(2)
|
(23.4
|
)
|
|
(11.8
|
)
|
|
98.3
|
%
|
||
Adjustments to arrive at underlying EBITDA related to our investment in MillerCoors
(3)
|
48.5
|
|
|
31.7
|
|
|
53.0
|
%
|
||
Non-GAAP: Underlying EBITDA
|
$
|
263.4
|
|
|
$
|
228.6
|
|
|
15.2
|
%
|
(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.
|
|
Three Months Ended
|
|||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||
|
(In millions, except percentages)
|
|||||||
Volume in hectoliters:
|
|
|
|
|
|
|||
Financial volume
|
5.749
|
|
|
5.632
|
|
|
2.1
|
%
|
Royalty volume
(1)
|
0.337
|
|
|
0.334
|
|
|
0.9
|
%
|
Owned volume
|
6.086
|
|
|
5.966
|
|
|
2.0
|
%
|
Proportionate share of equity investment STR
|
5.550
|
|
|
5.535
|
|
|
0.3
|
%
|
Total worldwide beer volume
|
11.636
|
|
|
11.501
|
|
|
1.2
|
%
|
(1)
|
Includes MCI segment royalty volume that is primarily in Russia, Ukraine and Mexico, and Europe segment royalty volume in Republic of Ireland.
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
|
|
Total
|
|||||
Consolidated
|
2.1
|
%
|
|
(2.0
|
)%
|
|
(6.2
|
)%
|
|
—
|
%
|
|
(6.1
|
)%
|
Canada
|
(4.7
|
)%
|
|
(1.0
|
)%
|
|
(8.9
|
)%
|
|
0.1
|
%
|
|
(14.5
|
)%
|
Europe
|
5.2
|
%
|
|
(0.5
|
)%
|
|
(4.2
|
)%
|
|
(0.3
|
)%
|
|
0.2
|
%
|
MCI
|
(2.9
|
)%
|
|
11.5
|
%
|
|
(2.1
|
)%
|
|
—
|
%
|
|
6.5
|
%
|
|
Three Months Ended
|
||||
|
March 31, 2016
|
|
March 31, 2015
|
||
Effective tax rate
|
11
|
%
|
|
14
|
%
|
Adjustments:
|
|
|
|
||
Tax impact of special and other non-core items
|
9
|
%
|
|
—
|
%
|
Non-GAAP: Underlying effective tax rate
|
20
|
%
|
|
14
|
%
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
|
1.458
|
|
|
1.530
|
|
|
(4.7
|
)%
|
||
Sales
|
$
|
353.8
|
|
|
$
|
409.3
|
|
|
(13.6
|
)%
|
Excise taxes
|
(85.8
|
)
|
|
(95.8
|
)
|
|
(10.4
|
)%
|
||
Net sales
|
268.0
|
|
|
313.5
|
|
|
(14.5
|
)%
|
||
Cost of goods sold
|
(157.2
|
)
|
|
(199.3
|
)
|
|
(21.1
|
)%
|
||
Gross profit
|
110.8
|
|
|
114.2
|
|
|
(3.0
|
)%
|
||
Marketing, general and administrative expenses
|
(76.7
|
)
|
|
(84.7
|
)
|
|
(9.4
|
)%
|
||
Special items, net
(1)
|
109.3
|
|
|
—
|
|
|
N/M
|
|
||
Operating income (loss)
|
143.4
|
|
|
29.5
|
|
|
N/M
|
|
||
Other income (expense), net
|
3.2
|
|
|
1.4
|
|
|
128.6
|
%
|
||
Income (loss) from continuing operations before income taxes
|
$
|
146.6
|
|
|
$
|
30.9
|
|
|
N/M
|
|
Adjusting items:
|
|
|
|
|
|
|
||||
Special items, net
(1)
|
(109.3
|
)
|
|
—
|
|
|
N/M
|
|
||
Non-GAAP: Underlying pretax income (loss)
|
$
|
37.3
|
|
|
$
|
30.9
|
|
|
20.7
|
%
|
(1)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
to the unaudited condensed consolidated financial statements for detail of special items.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volumes in hectoliters
(1)
|
16.261
|
|
|
16.101
|
|
|
1.0
|
%
|
||
Sales
|
$
|
2,069.3
|
|
|
$
|
2,025.8
|
|
|
2.1
|
%
|
Excise taxes
|
(253.2
|
)
|
|
(251.2
|
)
|
|
0.8
|
%
|
||
Net sales
|
1,816.1
|
|
|
1,774.6
|
|
|
2.3
|
%
|
||
Cost of goods sold
|
(1,033.0
|
)
|
|
(1,076.2
|
)
|
|
(4.0
|
)%
|
||
Gross profit
|
783.1
|
|
|
698.4
|
|
|
12.1
|
%
|
||
Marketing, general and administrative expenses
|
(409.7
|
)
|
|
(389.1
|
)
|
|
5.3
|
%
|
||
Special items, net
|
(36.9
|
)
|
|
—
|
|
|
N/M
|
|
||
Operating income
|
336.5
|
|
|
309.3
|
|
|
8.8
|
%
|
||
Interest income (expense), net
|
(0.5
|
)
|
|
(0.3
|
)
|
|
66.7
|
%
|
||
Other income (expense), net
|
1.6
|
|
|
1.3
|
|
|
23.1
|
%
|
||
Income (loss) from continuing operations before income taxes
|
337.6
|
|
|
310.3
|
|
|
8.8
|
%
|
||
Income tax benefit (expense)
|
0.5
|
|
|
(1.1
|
)
|
|
(145.5
|
)%
|
||
Net income (loss) from continuing operations
|
338.1
|
|
|
309.2
|
|
|
9.3
|
%
|
||
Net (income) loss attributable to noncontrolling interests
|
(2.8
|
)
|
|
(4.6
|
)
|
|
(39.1
|
)%
|
||
Net income (loss) attributable to MillerCoors
|
$
|
335.3
|
|
|
$
|
304.6
|
|
|
10.1
|
%
|
Adjusting items:
|
|
|
|
|
|
|
||||
Special items, net of tax
|
36.8
|
|
|
—
|
|
|
N/M
|
|
||
Non-GAAP: Underlying net income attributable to MillerCoors
|
$
|
372.1
|
|
|
$
|
304.6
|
|
|
22.2
|
%
|
(1)
|
Includes contract brewing and company-owned distributor sales, which are excluded from our worldwide beer volume calculation.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Net income attributable to MillerCoors
|
$
|
335.3
|
|
|
$
|
304.6
|
|
|
10.1
|
%
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
|
|
||
MCBC proportionate share of MillerCoors net income
|
$
|
140.8
|
|
|
$
|
127.9
|
|
|
10.1
|
%
|
Amortization of the difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
1.1
|
|
|
1.1
|
|
|
—
|
%
|
||
Share-based compensation adjustment
(1)
|
0.5
|
|
|
0.3
|
|
|
66.7
|
%
|
||
Equity income in MillerCoors
|
$
|
142.4
|
|
|
$
|
129.3
|
|
|
10.1
|
%
|
Adjusting items:
|
|
|
|
|
|
|
||||
MCBC proportionate share of MillerCoors special items, net of tax
|
15.5
|
|
|
—
|
|
|
N/M
|
|
||
Non-GAAP: Underlying equity income in MillerCoors
|
$
|
157.9
|
|
|
$
|
129.3
|
|
|
22.1
|
%
|
(1)
|
See Part I—Item 1. Financial Statements,
Note 4, "Investments"
to the unaudited condensed consolidated financial statements for a detailed discussion of these equity method adjustments.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
(1)
|
3.996
|
|
|
3.798
|
|
|
5.2
|
%
|
||
Sales
(1)
|
$
|
560.9
|
|
|
$
|
559.7
|
|
|
0.2
|
%
|
Excise taxes
|
(202.2
|
)
|
|
(201.8
|
)
|
|
0.2
|
%
|
||
Net sales
(1)
|
358.7
|
|
|
357.9
|
|
|
0.2
|
%
|
||
Cost of goods sold
|
(239.9
|
)
|
|
(236.9
|
)
|
|
1.3
|
%
|
||
Gross profit
|
118.8
|
|
|
121.0
|
|
|
(1.8
|
)%
|
||
Marketing, general and administrative expenses
|
(119.3
|
)
|
|
(117.2
|
)
|
|
1.8
|
%
|
||
Special items, net
(2)
|
(0.7
|
)
|
|
(8.6
|
)
|
|
(91.9
|
)%
|
||
Operating income (loss)
|
(1.2
|
)
|
|
(4.8
|
)
|
|
(75.0
|
)%
|
||
Interest income
(3)
|
0.8
|
|
|
1.0
|
|
|
(20.0
|
)%
|
||
Other income (expense), net
|
(0.8
|
)
|
|
(0.3
|
)
|
|
166.7
|
%
|
||
Income (loss) from continuing operations before income taxes
|
$
|
(1.2
|
)
|
|
$
|
(4.1
|
)
|
|
(70.7
|
)%
|
Adjusting items:
|
|
|
|
|
|
|
||||
Special items, net
(2)
|
0.7
|
|
|
8.6
|
|
|
(91.9
|
)%
|
||
Non-GAAP: Underlying pretax income (loss)
|
$
|
(0.5
|
)
|
|
$
|
4.5
|
|
|
(111.1
|
)%
|
(1)
|
Gross segment sales include intercompany sales to MCI consisting of
$0.9 million
of net sales and
0.010 million
hectoliters for each of the
three
months ended
March 31, 2016
, and
March 31, 2015
. The offset is included within MCI cost of goods sold. These amounts are eliminated in the consolidated totals.
|
(2)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
to the unaudited condensed consolidated financial statements for detail of special items.
|
(3)
|
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.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
(1)
|
0.305
|
|
|
0.314
|
|
|
(2.9
|
)%
|
||
Sales
|
$
|
36.6
|
|
|
$
|
34.7
|
|
|
5.5
|
%
|
Excise taxes
|
(5.6
|
)
|
|
(5.6
|
)
|
|
—
|
%
|
||
Net sales
|
31.0
|
|
|
29.1
|
|
|
6.5
|
%
|
||
Cost of goods sold
(2)
|
(20.6
|
)
|
|
(19.2
|
)
|
|
7.3
|
%
|
||
Gross profit
|
10.4
|
|
|
9.9
|
|
|
5.1
|
%
|
||
Marketing, general and administrative expenses
|
(12.7
|
)
|
|
(14.6
|
)
|
|
(13.0
|
)%
|
||
Special items, net
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Operating income (loss)
|
(2.3
|
)
|
|
(4.7
|
)
|
|
(51.1
|
)%
|
||
Other income (expense), net
|
—
|
|
|
(0.7
|
)
|
|
(100.0
|
)%
|
||
Income (loss) from continuing operations before income taxes
|
$
|
(2.3
|
)
|
|
$
|
(5.4
|
)
|
|
(57.4
|
)%
|
Adjusting items
|
|
|
|
|
|
|
||||
Special items, net
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Non-GAAP: Underlying pretax income (loss)
|
$
|
(2.3
|
)
|
|
$
|
(5.4
|
)
|
|
(57.4
|
)%
|
(1)
|
Excludes royalty volume of
0.301 million
hectoliters and
0.296 million
hectoliters for the
three
months ended
March 31, 2016
, and
March 31, 2015
, respectively.
|
(2)
|
Reflects gross segment amounts and for each of the three months ended
March 31, 2016
, and
March 31, 2015
, includes intercompany cost of goods sold from Europe of
$0.9 million
. The offset is included within Europe net sales. These amounts are eliminated in the consolidated totals.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Sales
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
—
|
%
|
Excise taxes
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Net sales
|
0.4
|
|
|
0.4
|
|
|
—
|
%
|
||
Cost of goods sold
|
2.8
|
|
|
(0.3
|
)
|
|
N/M
|
|
||
Gross profit
|
3.2
|
|
|
0.1
|
|
|
N/M
|
|
||
Marketing, general and administrative expenses
|
(42.2
|
)
|
|
(24.1
|
)
|
|
75.1
|
%
|
||
Special items, net
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Operating income (loss)
|
(39.0
|
)
|
|
(24.0
|
)
|
|
62.5
|
%
|
||
Interest expense, net
|
(48.1
|
)
|
|
(30.2
|
)
|
|
59.3
|
%
|
||
Other income (expense), net
|
(17.7
|
)
|
|
(3.0
|
)
|
|
N/M
|
|
||
Income (loss) from continuing operations before income taxes
|
$
|
(104.8
|
)
|
|
$
|
(57.2
|
)
|
|
83.2
|
%
|
Adjusting items:
|
|
|
|
|
|
|
|
|
||
Acquisition, integration and financing related costs
|
53.7
|
|
|
—
|
|
|
N/M
|
|
||
Unrealized mark-to-market (gains) and losses
|
(2.3
|
)
|
|
(0.1
|
)
|
|
N/M
|
|
||
Non-GAAP: Underlying pretax income (loss)
|
$
|
(53.4
|
)
|
|
$
|
(57.3
|
)
|
|
(6.8
|
)%
|
|
As of
|
||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2015
(1)
|
||||||
|
(In millions)
|
||||||||||
Current assets
|
$
|
3,762.8
|
|
|
$
|
1,258.8
|
|
|
$
|
1,276.5
|
|
Less: Current liabilities
|
(1,221.9
|
)
|
|
(1,217.2
|
)
|
|
(2,253.8
|
)
|
|||
Add: Current portion of long-term debt and short-term borrowings
|
63.5
|
|
|
28.7
|
|
|
940.9
|
|
|||
Net working capital
|
$
|
2,604.4
|
|
|
$
|
70.3
|
|
|
$
|
(36.4
|
)
|
(1)
|
Amounts have been adjusted to reflect the adoption of the authoritative guidance requiring debt issuance costs to be presented as a direct reduction from the carrying value of the related debt. Separately, during the fourth quarter of 2015, we prospectively adopted authoritative guidance requiring all deferred tax assets and deferred tax liabilities to be presented as non-current on the consolidated balance sheet. Because we adopted this guidance prospectively, the prior period balances have not been retrospectively adjusted and continue to reflect current and non-current classification as historically presented. See Note 2 of the Notes included in our Annual Report for further discussion on the adoption of these pronouncements.
|
|
Three Months Ended
|
||||
|
March 31, 2016
|
|
March 31, 2015
|
||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian Dollar (CAD)
|
1.34
|
|
|
1.24
|
|
Euro (EUR)
|
0.91
|
|
|
0.89
|
|
British Pound (GBP)
|
0.70
|
|
|
0.66
|
|
Czech Koruna (CZK)
|
24.40
|
|
|
24.60
|
|
Croatian Kuna (HRK)
|
6.86
|
|
|
6.88
|
|
Serbian Dinar (RSD)
|
111.73
|
|
|
109.08
|
|
New Romanian Leu (RON)
|
4.12
|
|
|
3.92
|
|
Bulgarian Lev (BGN)
|
1.78
|
|
|
1.72
|
|
Hungarian Forint (HUF)
|
284.51
|
|
|
273.14
|
|
|
As of
|
||||
|
March 31, 2016
|
|
December 31, 2015
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian Dollar (CAD)
|
1.30
|
|
|
1.38
|
|
Euro (EUR)
|
0.88
|
|
|
0.92
|
|
British Pound (GBP)
|
0.70
|
|
|
0.68
|
|
Czech Koruna (CZK)
|
23.76
|
|
|
24.88
|
|
Croatian Kuna (HRK)
|
6.61
|
|
|
7.04
|
|
Serbian Dinar (RSD)
|
107.87
|
|
|
111.86
|
|
New Romanian Leu (RON)
|
3.93
|
|
|
4.16
|
|
Bulgarian Lev (BGN)
|
1.72
|
|
|
1.80
|
|
Hungarian Forint (HUF)
|
275.92
|
|
|
290.44
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt obligations
|
$
|
3,040.1
|
|
|
$
|
63.5
|
|
|
$
|
992.1
|
|
|
$
|
384.5
|
|
|
$
|
1,600.0
|
|
Interest payments on debt obligations
|
1,634.8
|
|
|
111.2
|
|
|
184.6
|
|
|
160.4
|
|
|
1,178.6
|
|
|||||
Retirement plan expenditures
|
79.3
|
|
|
11.4
|
|
|
14.6
|
|
|
15.2
|
|
|
38.1
|
|
|||||
Operating leases
|
125.8
|
|
|
32.8
|
|
|
49.9
|
|
|
25.8
|
|
|
17.3
|
|
|||||
Other long-term obligations
|
2,840.7
|
|
|
752.1
|
|
|
721.1
|
|
|
591.2
|
|
|
776.3
|
|
|||||
Total obligations
|
$
|
7,720.7
|
|
|
$
|
971.0
|
|
|
$
|
1,962.3
|
|
|
$
|
1,177.1
|
|
|
$
|
3,610.3
|
|
|
Amount of commitment expiration per period
|
||||||||||||||||||
|
Total amounts
committed
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Standby letters of credit
|
$
|
43.2
|
|
|
$
|
42.0
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
(In millions)
|
||||||||||||||||||
$
|
15.9
|
|
|
$
|
20.6
|
|
|
$
|
(3.9
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
||||
Foreign currency risk:
|
|
|
|
||||
Forwards
|
$
|
(38.0
|
)
|
|
$
|
(29.7
|
)
|
Foreign currency denominated debt
|
$
|
(109.8
|
)
|
|
$
|
(103.1
|
)
|
Interest rate risk:
|
|
|
|
||||
Debt
|
$
|
(99.9
|
)
|
|
$
|
(99.6
|
)
|
Swaptions
|
$
|
(16.4
|
)
|
|
$
|
—
|
|
Commodity price risk:
|
|
|
|
||||
Swaps
|
$
|
(11.5
|
)
|
|
$
|
(9.4
|
)
|
Exhibit
Number
|
|
Document Description
|
|
2.1**
|
|
Amendment No. 1 to Purchase Agreement, dated as of March 25, 2016, between Anheuser-Busch Inbev SA/NV and Molson Coors Brewing Company.
|
|
10.1+
|
|
Offer Letter, dated as of March 29, 2016, between Mauricio Restrepo and Molson Coors Brewing Company (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on March 31, 2016).
|
|
31.1
|
|
Section 302 Certification of Chief Executive Officer.
|
|
31.2
|
|
Section 302 Certification of Chief Financial Officer.
|
|
32
|
|
Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.*
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
|
|
|
|
*
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2016, and March 31, 2015, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2016, and March 31, 2015, (iii) the Unaudited Condensed Consolidated Balance Sheets as of March 31, 2016, and December 31, 2015, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016, and March 31, 2015, (v) the Notes to Unaudited Condensed Consolidated Financial Statements, and (vi) document and entity information.
|
|
**
|
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We hereby undertake to supplementally provide copies of any omitted schedules to the Securities and Exchange Commission upon request.
|
|
+
|
|
Represents a management contract or compensatory plan or arrangement.
|
|
|
|
|
|
MOLSON COORS BREWING COMPANY
|
||
|
By:
|
|
/s/ BRIAN C. TABOLT
|
|
|
|
Brian C. Tabolt
Global Controller
(Chief Accounting Officer)
May 3, 2016
|
ANHEUSER-BUSCH INBEV SA/NV
|
|
By:
|
/s/ Robert Golden
|
|
Name: Robert Golden
|
|
Title: VP, M&A
|
|
|
|
|
|
|
By:
|
/s/ Lucas Machado Lira
|
|
Name: Lucas Machado Lira
|
|
Title: VP, Legal
|
|
|
MOLSON COORS BREWING COMPANY
|
|
By:
|
/s/ E. Lee Reichert
|
|
Name: E. Lee Reichert
|
|
Title: Deputy General Counsel and Secretary
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
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.
|
|
|
/s/ MARK R. HUNTER
|
|
|
Mark R. Hunter
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
May 3, 2016
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
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.
|
|
|
/s/ MAURICIO R. RESTREPO
|
|
|
Mauricio R. Restrepo
Chief Financial Officer
(Principal Financial Officer)
|
|
|
May 3, 2016
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended
March 31, 2016
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 and Chief Executive Officer
(Principal Executive Officer)
|
|
|
May 3, 2016
|
|
|
|
|
|
/s/ MAURICIO R. RESTREPO
|
|
|
Mauricio R. Restrepo
Chief Financial Officer
(Principal Financial Officer)
|
|
|
May 3, 2016
|