|
||||
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
1-14829
|
|
84-0178360
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
Exhibit Number
|
Description
|
4.1
|
Seventh Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
4.2
|
Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
4.3
|
Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated May 3, 2012, by and among the Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
99.1
|
Item 8. Financial Statements and Supplementary Data of Molson Coors Brewing Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
|
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 Consolidated Statements of Operations for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, (iii) the Consolidated Balance Sheets at December 31, 2015, and December 31, 2014, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, (v) the Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MOLSON COORS BREWING COMPANY
|
||
Date:
|
June 28, 2016
|
|
By:
|
|
/s/ BRIAN C. TABOLT
Brian C. Tabolt
Controller
(Chief Accounting Officer)
|
By:
|
MOLSON COORS INTERNATIONAL GENERAL, ULC, Its General Partner
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Mark Saks
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Simon Kerry
|
By:
|
/s/ Frederic Landtmeters
|
By:
|
/s/ Simon Kerry
|
By:
|
/s/ Frederic Landtmeters
|
By:
|
/s/ Simon Kerry
|
By:
|
/s/ Frederic Landtmeters
|
By:
|
/s/ Anastassia Tikhomirova
|
By:
|
/s/ Charles Cuschieri
|
By:
|
MOLSON COORS INTERNATIONAL GENERAL, ULC, Its General Partner
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Mark Saks
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Simon Kerry
|
By:
|
/s/ Frederic Landtmeters
|
By:
|
/s/ Simon Kerry
|
By:
|
/s/ Frederic Landtmeters
|
By:
|
/s/ Simon Kerry
|
By:
|
/s/ Frederic Landtmeters
|
By:
|
/s/ Anastassia Tikhomirova
|
By:
|
/s/ Charles Cuschieri
|
|
MOLSON COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President Treasurer
|
GUARANTORS:
|
COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
|
|
CBC HOLDCO LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON COORS INTERNATIONAL LP
By:
MOLSON COORS INTERNATIONAL
GENERAL, ULC, Its General Partner
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MOLSON COORS INTERNATIONAL GENERAL, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
COORS INTERNATIONAL HOLDCO, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MOLSON COORS CALLCO ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MOLSON CANADA 2005
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MC HOLDING COMPANY LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
CBC HOLDCO 2 LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
NEWCO3, INC.
By:
/s/ Mark Saks
Name: Mark Saks
Title: Treasurer
|
|
MOLSON COORS HOLDCO, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON COORS BREWING COMPANY (UK) LIMITED
By:
/s/ Simon Kerry
Name: Simon Kerry
Title: Director
By:
/s/ Frederic Landtmeters
Name: Frederic Landtmeters
Title: Director
|
|
MOLSON COORS HOLDINGS LIMITED
By:
/s/ Simon Kerry
Name: Simon Kerry
Title: Director
By:
/s/ Frederic Landtmeters
Name: Frederic Landtmeters
Title: Director
|
|
|
|
GOLDEN ACQUISITION
By:
/s/ Simon Kerry
Name: Simon Kerry
Title: Director
By:
/s/ Frederic Landtmeters
Name: Frederic Landtmeters
Title: Director
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
By:
/s/ Irina Golovashchuk
Name: Irina Golovashchuk
Title: Vice President
By:
/s/ Kathryn Fischer
Name: Kathryn Fischer
Title: Assistant Vice President
|
|
|
Index to Financial Statements
|
Page
|
Consolidated Financial Statements:
|
|
/s/ MARK R. HUNTER
|
|
/s/ DAVID A. HEEDE
|
Mark R. Hunter
|
|
David A. Heede
|
President & Chief Executive Officer
|
|
Interim Chief Financial Officer
|
Molson Coors Brewing Company
|
|
Molson Coors Brewing Company
|
February 11, 2016
|
|
February 11, 2016
|
|
For the Years Ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Sales
|
$
|
5,127.4
|
|
|
$
|
5,927.5
|
|
|
$
|
5,999.6
|
|
Excise taxes
|
(1,559.9
|
)
|
|
(1,781.2
|
)
|
|
(1,793.5
|
)
|
|||
Net sales
|
3,567.5
|
|
|
4,146.3
|
|
|
4,206.1
|
|
|||
Cost of goods sold
|
(2,163.5
|
)
|
|
(2,493.3
|
)
|
|
(2,545.6
|
)
|
|||
Gross profit
|
1,404.0
|
|
|
1,653.0
|
|
|
1,660.5
|
|
|||
Marketing, general and administrative expenses
|
(1,051.8
|
)
|
|
(1,163.9
|
)
|
|
(1,193.8
|
)
|
|||
Special items, net
|
(346.7
|
)
|
|
(324.4
|
)
|
|
(200.0
|
)
|
|||
Equity income in MillerCoors
|
516.3
|
|
|
561.8
|
|
|
539.0
|
|
|||
Operating income (loss)
|
521.8
|
|
|
726.5
|
|
|
805.7
|
|
|||
Other income (expense), net
|
|
|
|
|
|
||||||
Interest expense
|
(120.3
|
)
|
|
(145.0
|
)
|
|
(183.8
|
)
|
|||
Interest income
|
8.3
|
|
|
11.3
|
|
|
13.7
|
|
|||
Other income (expense), net
|
0.9
|
|
|
(6.5
|
)
|
|
18.9
|
|
|||
Total other income (expense), net
|
(111.1
|
)
|
|
(140.2
|
)
|
|
(151.2
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
410.7
|
|
|
586.3
|
|
|
654.5
|
|
|||
Income tax benefit (expense)
|
(51.8
|
)
|
|
(69.0
|
)
|
|
(84.0
|
)
|
|||
Net income (loss) from continuing operations
|
358.9
|
|
|
517.3
|
|
|
570.5
|
|
|||
Income (loss) from discontinued operations, net of tax
|
3.9
|
|
|
0.5
|
|
|
2.0
|
|
|||
Net income (loss) including noncontrolling interests
|
362.8
|
|
|
517.8
|
|
|
572.5
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(3.3
|
)
|
|
(3.8
|
)
|
|
(5.2
|
)
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
359.5
|
|
|
$
|
514.0
|
|
|
$
|
567.3
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.92
|
|
|
$
|
2.78
|
|
|
$
|
3.09
|
|
From discontinued operations
|
0.02
|
|
|
—
|
|
|
0.01
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
1.94
|
|
|
$
|
2.78
|
|
|
$
|
3.10
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.91
|
|
|
$
|
2.76
|
|
|
$
|
3.07
|
|
From discontinued operations
|
0.02
|
|
|
—
|
|
|
0.01
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
1.93
|
|
|
$
|
2.76
|
|
|
$
|
3.08
|
|
Weighted-average shares—basic
|
185.3
|
|
|
184.9
|
|
|
183.0
|
|
|||
Weighted-average shares—diluted
|
186.4
|
|
|
186.1
|
|
|
184.2
|
|
|||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
355.6
|
|
|
$
|
513.5
|
|
|
$
|
565.3
|
|
Income (loss) from discontinued operations, net of tax
|
3.9
|
|
|
0.5
|
|
|
2.0
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
359.5
|
|
|
$
|
514.0
|
|
|
$
|
567.3
|
|
|
For the Years Ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
362.8
|
|
|
$
|
517.8
|
|
|
$
|
572.5
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(918.4
|
)
|
|
(849.8
|
)
|
|
(207.7
|
)
|
|||
Unrealized gain (loss) on derivative instruments
|
20.9
|
|
|
7.0
|
|
|
35.5
|
|
|||
Reclassification of derivative (gain) loss to income
|
(5.4
|
)
|
|
2.3
|
|
|
(3.2
|
)
|
|||
Pension and other postretirement benefit adjustments
|
33.6
|
|
|
(136.8
|
)
|
|
240.7
|
|
|||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
37.5
|
|
|
26.2
|
|
|
46.4
|
|
|||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
34.3
|
|
|
(102.2
|
)
|
|
81.2
|
|
|||
Total other comprehensive income (loss), net of tax
|
(797.5
|
)
|
|
(1,053.3
|
)
|
|
192.9
|
|
|||
Comprehensive income (loss)
|
(434.7
|
)
|
|
(535.5
|
)
|
|
765.4
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(2.3
|
)
|
|
(3.8
|
)
|
|
(5.2
|
)
|
|||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
(437.0
|
)
|
|
$
|
(539.3
|
)
|
|
$
|
760.2
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
|
|||||||
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
430.9
|
|
|
$
|
624.6
|
|
Accounts and other receivables:
|
|
|
|
||||
Trade, less allowance for doubtful accounts of $8.7 and $11.5, respectively
|
407.9
|
|
|
488.9
|
|
||
Affiliate receivables
|
16.8
|
|
|
38.8
|
|
||
Other receivables, less allowance for doubtful accounts of $0.8 and $0.8, respectively
|
101.2
|
|
|
94.0
|
|
||
Inventories:
|
|
|
|
||||
Finished
|
139.1
|
|
|
135.3
|
|
||
In process
|
13.0
|
|
|
20.7
|
|
||
Raw materials
|
18.6
|
|
|
34.5
|
|
||
Packaging materials
|
8.6
|
|
|
11.7
|
|
||
Total inventories
|
179.3
|
|
|
202.2
|
|
||
Maintenance and operating supplies, less allowance for obsolete supplies of $5.1 and $5.0, respectively
|
17.4
|
|
|
24.0
|
|
||
Other current assets
|
105.3
|
|
|
77.4
|
|
||
Deferred tax assets
|
—
|
|
|
27.2
|
|
||
Total current assets
|
1,258.8
|
|
|
1,577.1
|
|
||
Properties, less accumulated depreciation of $1,390.1 and $1,343.2, respectively
|
1,590.8
|
|
|
1,798.0
|
|
||
Goodwill
|
1,983.3
|
|
|
2,191.6
|
|
||
Other intangibles, less accumulated amortization of $341.8 and $359.6, respectively
|
4,745.7
|
|
|
5,755.8
|
|
||
Investment in MillerCoors
|
2,441.0
|
|
|
2,388.6
|
|
||
Deferred tax assets
|
20.2
|
|
|
58.2
|
|
||
Notes receivable, less allowance for doubtful accounts of $1.9 and $1.6, respectively
|
19.9
|
|
|
21.6
|
|
||
Other assets
|
216.6
|
|
|
189.2
|
|
||
Total assets
|
$
|
12,276.3
|
|
|
$
|
13,980.1
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(IN MILLIONS, EXCEPT PAR VALUE)
|
|||||||
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities (includes affiliate payable amounts of $10.6 and $21.4, respectively)
|
$
|
1,184.4
|
|
|
$
|
1,305.0
|
|
Deferred tax liabilities
|
—
|
|
|
164.8
|
|
||
Current portion of long-term debt and short-term borrowings
|
28.7
|
|
|
849.0
|
|
||
Discontinued operations
|
4.1
|
|
|
6.1
|
|
||
Total current liabilities
|
1,217.2
|
|
|
2,324.9
|
|
||
Long-term debt
|
2,908.7
|
|
|
2,321.3
|
|
||
Pension and postretirement benefits
|
201.9
|
|
|
542.9
|
|
||
Deferred tax liabilities
|
799.8
|
|
|
784.3
|
|
||
Unrecognized tax benefits
|
8.4
|
|
|
25.4
|
|
||
Other liabilities
|
66.9
|
|
|
79.7
|
|
||
Discontinued operations
|
10.3
|
|
|
15.5
|
|
||
Total liabilities
|
5,213.2
|
|
|
6,094.0
|
|
||
Commitments and contingencies (Note 18 )
|
|
|
|
|
|
||
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 (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)
|
—
|
|
|
—
|
|
||
Class B common stock, $0.01 par value (authorized: 500.0 shares; issued: 172.5 shares and 169.9 shares, respectively)
|
1.7
|
|
|
1.7
|
|
||
Class A exchangeable shares, no par value (issued and outstanding: 2.9 shares and 2.9 shares, respectively)
|
108.2
|
|
|
108.5
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 16.0 shares and 17.6 shares, respectively)
|
603.0
|
|
|
661.5
|
|
||
Paid-in capital
|
4,000.4
|
|
|
3,871.2
|
|
||
Retained earnings
|
4,496.0
|
|
|
4,439.9
|
|
||
Accumulated other comprehensive income (loss)
|
(1,694.9
|
)
|
|
(898.4
|
)
|
||
Class B common stock held in treasury at cost (9.5 shares and 7.5 shares, respectively)
|
(471.4
|
)
|
|
(321.1
|
)
|
||
Total Molson Coors Brewing Company stockholders' equity
|
7,043.0
|
|
|
7,863.3
|
|
||
Noncontrolling interests
|
20.1
|
|
|
22.8
|
|
||
Total equity
|
7,063.1
|
|
|
7,886.1
|
|
||
Total liabilities and equity
|
$
|
12,276.3
|
|
|
$
|
13,980.1
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
362.8
|
|
|
$
|
517.8
|
|
|
$
|
572.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
314.4
|
|
|
313.0
|
|
|
320.5
|
|
|||
Amortization of debt issuance costs and discounts
|
11.1
|
|
|
7.0
|
|
|
20.3
|
|
|||
Share-based compensation
|
18.4
|
|
|
23.5
|
|
|
19.5
|
|
|||
(Gain) loss on sale or impairment of properties and other assets, net
|
274.7
|
|
|
375.5
|
|
|
164.0
|
|
|||
Equity income in MillerCoors
|
(516.3
|
)
|
|
(561.8
|
)
|
|
(539.0
|
)
|
|||
Distributions from MillerCoors
|
516.3
|
|
|
561.8
|
|
|
539.0
|
|
|||
Equity in net (income) loss of other unconsolidated affiliates
|
(4.5
|
)
|
|
1.7
|
|
|
(19.1
|
)
|
|||
Distributions from other unconsolidated affiliates
|
—
|
|
|
15.4
|
|
|
13.0
|
|
|||
Excess tax benefits from share-based compensation
|
(10.0
|
)
|
|
(8.2
|
)
|
|
(7.7
|
)
|
|||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
16.7
|
|
|
12.2
|
|
|
8.4
|
|
|||
Income tax (benefit) expense
|
51.8
|
|
|
69.0
|
|
|
84.0
|
|
|||
Income tax (paid) received
|
(134.1
|
)
|
|
(93.1
|
)
|
|
(107.8
|
)
|
|||
Interest expense, excluding interest amortization
|
116.1
|
|
|
138.0
|
|
|
163.5
|
|
|||
Interest (paid) received
|
(98.9
|
)
|
|
(136.3
|
)
|
|
(163.8
|
)
|
|||
Pension expense
|
15.3
|
|
|
21.0
|
|
|
51.1
|
|
|||
Pension contributions (paid)
|
(256.1
|
)
|
|
(33.6
|
)
|
|
(113.1
|
)
|
|||
Change in current assets and liabilities (net of impact of business combinations) and other:
|
|
|
|
|
|
||||||
Receivables
|
60.8
|
|
|
22.3
|
|
|
70.4
|
|
|||
Inventories
|
10.9
|
|
|
(16.5
|
)
|
|
4.2
|
|
|||
Payables and other current liabilities
|
(111.0
|
)
|
|
75.3
|
|
|
185.1
|
|
|||
Other assets and other liabilities
|
61.9
|
|
|
(30.9
|
)
|
|
(94.8
|
)
|
|||
(Gain) loss from discontinued operations
|
(3.9
|
)
|
|
(0.5
|
)
|
|
(2.0
|
)
|
|||
Net cash provided by operating activities
|
696.4
|
|
|
1,272.6
|
|
|
1,168.2
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to properties
|
(275.0
|
)
|
|
(259.5
|
)
|
|
(293.9
|
)
|
|||
Proceeds from sales of properties and other assets
|
11.8
|
|
|
8.8
|
|
|
53.6
|
|
|||
Acquisition of businesses, net of cash acquired
|
(91.2
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of business
|
8.7
|
|
|
—
|
|
|
—
|
|
|||
Investment in MillerCoors
|
(1,442.7
|
)
|
|
(1,388.1
|
)
|
|
(1,186.5
|
)
|
|||
Return of capital from MillerCoors
|
1,441.1
|
|
|
1,382.5
|
|
|
1,146.0
|
|
|||
Other
|
12.6
|
|
|
16.9
|
|
|
3.8
|
|
|||
Net cash used in investing activities
|
(334.7
|
)
|
|
(239.4
|
)
|
|
(277.0
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Exercise of stock options under equity compensation plans
|
34.6
|
|
|
44.4
|
|
|
88.8
|
|
|||
Excess tax benefits from share-based compensation
|
10.0
|
|
|
8.2
|
|
|
7.7
|
|
|||
Dividends paid
|
(303.4
|
)
|
|
(273.6
|
)
|
|
(234.6
|
)
|
|||
Payments for purchase of treasury stock
|
(150.1
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on debt and borrowings
|
(701.4
|
)
|
|
(74.4
|
)
|
|
(1,332.2
|
)
|
|||
Proceeds on debt and borrowings
|
703.3
|
|
|
4.8
|
|
|
15.0
|
|
|||
Debt issuance costs
|
(61.8
|
)
|
|
(1.9
|
)
|
|
(0.4
|
)
|
|||
Payments on settlement of derivative instruments
|
—
|
|
|
(65.2
|
)
|
|
(119.4
|
)
|
|||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
3.9
|
|
|
(513.9
|
)
|
|
507.4
|
|
|||
Change in overdraft balances and other
|
(47.1
|
)
|
|
69.6
|
|
|
8.5
|
|
|||
Net cash used in financing activities
|
(512.0
|
)
|
|
(802.0
|
)
|
|
(1,059.2
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(150.3
|
)
|
|
231.2
|
|
|
(168.0
|
)
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(43.4
|
)
|
|
(48.9
|
)
|
|
(13.7
|
)
|
|||
Balance at beginning of year
|
624.6
|
|
|
442.3
|
|
|
624.0
|
|
|||
Balance at end of year
|
$
|
430.9
|
|
|
$
|
624.6
|
|
|
$
|
442.3
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND NONCONTROLLING INTERESTS
(IN MILLIONS)
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
MCBC Stockholders
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
other
|
|
Common stock
|
|
held in
|
|
Exchangeable
|
|
|
|
Non
|
||||||||||||||||||||||||
|
|
|
Retained
|
|
comprehensive
|
|
issued
|
|
treasury
|
|
shares issued
|
|
Paid-in-
|
|
controlling
|
||||||||||||||||||||||||
|
Total
|
|
earnings
|
|
income (loss)
|
|
Class A
|
|
Class B
|
|
Class B
|
|
Class A
|
|
Class B
|
|
capital
|
|
interest
|
||||||||||||||||||||
Balance at December 29, 2012
|
$
|
7,957.9
|
|
|
$
|
3,866.8
|
|
|
$
|
(72.3
|
)
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
(321.1
|
)
|
|
$
|
110.2
|
|
|
$
|
724.4
|
|
|
$
|
3,623.6
|
|
|
$
|
24.7
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(10.3
|
)
|
|
12.0
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
94.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94.5
|
|
|
—
|
|
||||||||||
Amortization of stock based compensation
|
17.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.9
|
)
|
||||||||||
Proceeds from call options related to settlement of convertible notes
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||||||||||
Premium payment on settlement of convertible notes
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
||||||||||
Net income (loss) including noncontrolling interests
|
572.5
|
|
|
567.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
192.9
|
|
|
—
|
|
|
192.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Tax adjustment related to investment in MillerCoors reclassification
|
34.3
|
|
|
—
|
|
|
34.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(238.7
|
)
|
|
(234.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||||||||
Balance at December 31, 2013
|
$
|
8,630.1
|
|
|
$
|
4,199.5
|
|
|
$
|
154.9
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(321.1
|
)
|
|
$
|
108.5
|
|
|
$
|
714.1
|
|
|
$
|
3,747.6
|
|
|
$
|
24.9
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.6
|
)
|
|
52.6
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
47.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.9
|
|
|
—
|
|
||||||||||
Amortization of stock based compensation
|
21.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(1.8
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
517.8
|
|
|
514.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
(1,053.3
|
)
|
|
—
|
|
|
(1,053.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(277.7
|
)
|
|
(273.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||||||||
Balance at December 31, 2014
|
$
|
7,886.1
|
|
|
$
|
4,439.9
|
|
|
$
|
(898.4
|
)
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(321.1
|
)
|
|
$
|
108.5
|
|
|
$
|
661.5
|
|
|
$
|
3,871.2
|
|
|
$
|
22.8
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(58.5
|
)
|
|
58.8
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
48.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.9
|
|
|
—
|
|
||||||||||
Amortization of stock based compensation
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(0.6
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
362.8
|
|
|
359.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
(797.5
|
)
|
|
—
|
|
|
(796.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||||||
Repurchase of common stock
|
(150.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(307.8
|
)
|
|
(303.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
||||||||||
Balance at December 31, 2015
|
$
|
7,063.1
|
|
|
$
|
4,496.0
|
|
|
$
|
(1,694.9
|
)
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(471.4
|
)
|
|
$
|
108.2
|
|
|
$
|
603.0
|
|
|
$
|
4,000.4
|
|
|
$
|
20.1
|
|
|
December 31, 2014
|
||||||
|
As Reported
|
|
As Adjusted
|
||||
|
(In millions)
|
||||||
Other current assets
|
$
|
79.2
|
|
|
$
|
77.4
|
|
Other assets
|
$
|
203.6
|
|
|
$
|
189.2
|
|
Current portion of long-term debt and short-term borrowings
|
$
|
849.4
|
|
|
$
|
849.0
|
|
Long-term debt
|
$
|
2,337.1
|
|
|
$
|
2,321.3
|
|
|
Year ended December 31, 2015
|
||||||||||||||||||||||||||
|
Canada
|
|
U.S.
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
1,511.5
|
|
|
$
|
—
|
|
|
$
|
1,914.9
|
|
|
$
|
144.5
|
|
|
$
|
1.0
|
|
|
$
|
(4.4
|
)
|
|
$
|
3,567.5
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120.3
|
)
|
|
—
|
|
|
(120.3
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
8.3
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
277.3
|
|
|
$
|
516.3
|
|
|
$
|
(109.7
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
(248.4
|
)
|
|
$
|
—
|
|
|
$
|
410.7
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51.8
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
358.9
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.3
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
355.6
|
|
|
Year ended December 31, 2014
|
||||||||||||||||||||||||||
|
Canada
|
|
U.S.
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
1,793.9
|
|
|
$
|
—
|
|
|
$
|
2,200.3
|
|
|
$
|
156.3
|
|
|
$
|
1.1
|
|
|
$
|
(5.3
|
)
|
|
$
|
4,146.3
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145.0
|
)
|
|
—
|
|
|
(145.0
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
11.3
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
406.8
|
|
|
$
|
561.8
|
|
|
$
|
(111.9
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
(257.1
|
)
|
|
$
|
—
|
|
|
$
|
586.3
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69.0
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
517.3
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.8
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
513.5
|
|
|
Year ended December 31, 2013
|
|||||||||||||||||||||||||
|
Canada
|
|
U.S.
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||
Net sales
|
$
|
1,943.8
|
|
|
$
|
—
|
|
|
$
|
2,128.3
|
|
|
$
|
137.6
|
|
|
$
|
1.2
|
|
|
(4.8
|
)
|
|
$
|
4,206.1
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183.8
|
)
|
|
—
|
|
|
(183.8
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
13.7
|
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
363.3
|
|
|
$
|
539.0
|
|
|
$
|
34.3
|
|
|
$
|
(11.8
|
)
|
|
$
|
(270.3
|
)
|
|
—
|
|
|
$
|
654.5
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(84.0
|
)
|
||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570.5
|
|
||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.2
|
)
|
||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
565.3
|
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
(1)
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
4,560.6
|
|
|
$
|
5,537.2
|
|
U.S.
|
2,441.0
|
|
|
2,388.6
|
|
||
Europe
|
4,807.5
|
|
|
5,773.3
|
|
||
MCI
|
133.7
|
|
|
75.2
|
|
||
Corporate
|
333.5
|
|
|
205.8
|
|
||
Consolidated total assets
|
$
|
12,276.3
|
|
|
$
|
13,980.1
|
|
(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. See
Note 2, "New Accounting Pronouncements"
for further discussion.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Depreciation and amortization
(1)
:
|
|
|
|
|
|
||||||
Canada
|
$
|
117.3
|
|
|
$
|
117.6
|
|
|
$
|
122.8
|
|
Europe
|
186.5
|
|
|
184.1
|
|
|
185.0
|
|
|||
MCI
|
3.9
|
|
|
2.7
|
|
|
2.9
|
|
|||
Corporate
|
6.7
|
|
|
8.6
|
|
|
9.8
|
|
|||
Consolidated depreciation and amortization
|
$
|
314.4
|
|
|
$
|
313.0
|
|
|
$
|
320.5
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Canada
|
$
|
77.3
|
|
|
$
|
77.8
|
|
|
$
|
75.7
|
|
Europe
|
173.7
|
|
|
168.6
|
|
|
204.6
|
|
|||
MCI
|
10.0
|
|
|
0.9
|
|
|
1.6
|
|
|||
Corporate
|
14.0
|
|
|
12.2
|
|
|
12.0
|
|
|||
Consolidated capital expenditures
|
$
|
275.0
|
|
|
$
|
259.5
|
|
|
$
|
293.9
|
|
(1)
|
Depreciation and amortization amounts do not reflect amortization of bond discounts, fees, or other debt-related items.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
Canada
|
$
|
1,421.1
|
|
|
$
|
1,699.9
|
|
|
$
|
1,839.8
|
|
United States and its territories
|
94.1
|
|
|
98.1
|
|
|
105.2
|
|
|||
United Kingdom
|
1,224.6
|
|
|
1,391.5
|
|
|
1,261.6
|
|
|||
Other foreign countries
(1)
|
827.7
|
|
|
956.8
|
|
|
999.5
|
|
|||
Consolidated net sales
|
$
|
3,567.5
|
|
|
$
|
4,146.3
|
|
|
$
|
4,206.1
|
|
(1)
|
Reflects net sales from the individual countries within our Central European operations (included in our Europe segment), as well as our MCI segment, for which no individual country has total net sales exceeding
10%
of the total consolidated net sales.
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Net properties:
|
|
|
|
||||
Canada
|
$
|
598.1
|
|
|
$
|
736.1
|
|
United States and its territories
|
28.4
|
|
|
35.2
|
|
||
United Kingdom
|
422.5
|
|
|
465.7
|
|
||
Other foreign countries
(1)
|
541.8
|
|
|
561.0
|
|
||
Consolidated net properties
|
$
|
1,590.8
|
|
|
$
|
1,798.0
|
|
(1)
|
Reflects net properties within the individual countries included in our Central European operations (included in our Europe segment), as well as our MCI segment, for which no individual country has total net properties exceeding
10%
of the total consolidated net properties.
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
800.5
|
|
|
$
|
795.3
|
|
Non-current assets
|
9,099.5
|
|
|
9,047.4
|
|
||
Total assets
|
$
|
9,900.0
|
|
|
$
|
9,842.7
|
|
Current liabilities
|
$
|
1,180.1
|
|
|
$
|
1,061.3
|
|
Non-current liabilities
|
1,407.0
|
|
|
1,578.8
|
|
||
Total liabilities
|
2,587.1
|
|
|
2,640.1
|
|
||
Noncontrolling interests
|
20.1
|
|
|
23.5
|
|
||
Owners' equity
|
7,292.8
|
|
|
7,179.1
|
|
||
Total liabilities and equity
|
$
|
9,900.0
|
|
|
$
|
9,842.7
|
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions, except percentages)
|
||||||
MillerCoors owners' equity
|
$
|
7,292.8
|
|
|
$
|
7,179.1
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC proportionate share in MillerCoors' equity
|
3,063.0
|
|
|
3,015.2
|
|
||
Difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
(657.0
|
)
|
|
(661.6
|
)
|
||
Accounting policy elections
|
35.0
|
|
|
35.0
|
|
||
Investment in MillerCoors
|
$
|
2,441.0
|
|
|
$
|
2,388.6
|
|
(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). This basis difference, with the exception of certain non-amortizing items (goodwill, land, etc.), is being amortized as additional equity income over the remaining useful lives of the contributed long-lived amortizing assets.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Net sales
|
$
|
7,725.5
|
|
|
$
|
7,848.4
|
|
|
$
|
7,800.8
|
|
Cost of goods sold
|
(4,547.5
|
)
|
|
(4,743.8
|
)
|
|
(4,723.7
|
)
|
|||
Gross profit
|
$
|
3,178.0
|
|
|
$
|
3,104.6
|
|
|
$
|
3,077.1
|
|
Operating income
(1)
|
$
|
1,239.2
|
|
|
$
|
1,347.3
|
|
|
$
|
1,287.4
|
|
Net income attributable to MillerCoors
(1)
|
$
|
1,217.8
|
|
|
$
|
1,326.2
|
|
|
$
|
1,270.5
|
|
(1)
|
Results for 2015 include special charges related to the planned closure of the Eden, North Carolina, brewery, including
$61.3 million
of accelerated depreciation in excess of normal depreciation associated with the brewery, and
$6.4 million
of severance and other charges. MillerCoors also recorded special charges in 2015 of
$42.4 million
related to an early settlement of a portion of its defined benefit pension plan liability. Results for 2014 include special charges related to restructuring activities of
$1.4 million
. Results for 2013 include special charges related to restructuring activities and asset write-offs of
$17.2 million
and
$2.6 million
, respectively.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions, except percentages)
|
||||||||||
Net income attributable to MillerCoors
|
$
|
1,217.8
|
|
|
$
|
1,326.2
|
|
|
$
|
1,270.5
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
|||
MCBC proportionate share of MillerCoors net income
|
511.5
|
|
|
557.0
|
|
|
533.6
|
|
|||
Amortization of the difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
|
4.6
|
|
|
4.6
|
|
|
4.6
|
|
|||
Share-based compensation adjustment
(1)
|
0.2
|
|
|
0.2
|
|
|
0.8
|
|
|||
Equity income in MillerCoors
|
$
|
516.3
|
|
|
$
|
561.8
|
|
|
$
|
539.0
|
|
(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 that have transferred to MillerCoors.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Beer sales to MillerCoors
|
$
|
11.7
|
|
|
$
|
13.1
|
|
|
$
|
16.6
|
|
Beer purchases from MillerCoors
|
$
|
43.2
|
|
|
$
|
37.3
|
|
|
$
|
19.2
|
|
Service agreement costs and other charges to MillerCoors
|
$
|
2.6
|
|
|
$
|
2.4
|
|
|
$
|
2.5
|
|
Service agreement costs and other charges from MillerCoors
|
$
|
0.9
|
|
|
$
|
1.0
|
|
|
$
|
1.1
|
|
Administrative fees, net charged from BRI
|
$
|
88.8
|
|
|
$
|
103.4
|
|
|
$
|
118.1
|
|
Administrative fees, net charged from BDL
|
$
|
36.4
|
|
|
$
|
50.8
|
|
|
$
|
59.6
|
|
|
Amounts due from affiliates
|
|
Amounts due to affiliates
|
||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
|
(In millions)
|
||||||||||||||
MillerCoors
|
$
|
1.6
|
|
|
$
|
3.2
|
|
|
$
|
9.2
|
|
|
$
|
11.5
|
|
BRI
|
4.5
|
|
|
28.0
|
|
|
—
|
|
|
0.4
|
|
||||
BDL
|
10.1
|
|
|
6.4
|
|
|
—
|
|
|
8.6
|
|
||||
Other
|
0.6
|
|
|
1.2
|
|
|
1.4
|
|
|
0.9
|
|
||||
Total
|
$
|
16.8
|
|
|
$
|
38.8
|
|
|
$
|
10.6
|
|
|
$
|
21.4
|
|
|
As of
|
||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
6.9
|
|
|
$
|
3.3
|
|
|
$
|
6.8
|
|
|
$
|
2.9
|
|
Cobra U.K.
|
$
|
30.2
|
|
|
$
|
0.9
|
|
|
$
|
31.0
|
|
|
$
|
0.8
|
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Bridge loan commitment fees
(1)
|
$
|
(6.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain on sale of non-operating asset
(2)
|
0.8
|
|
|
—
|
|
|
23.5
|
|
|||
Gain (loss) from other foreign exchange and derivative activity
|
6.2
|
|
|
(6.6
|
)
|
|
(7.8
|
)
|
|||
Other, net
|
0.8
|
|
|
0.1
|
|
|
3.2
|
|
|||
Other income (expense), net
|
$
|
0.9
|
|
|
$
|
(6.5
|
)
|
|
$
|
18.9
|
|
(1)
|
During the fourth quarter of 2015, we recognized amortization of commitment costs incurred in connection with our bridge loan agreement entered into subsequent to the announcement of the pending Acquisition of MillerCoors. See
Note 21, "Pending Acquisition"
for further discussion.
|
(2)
|
In 2015, we recorded gains on the sale of non-operating assets. In 1991, we became a limited partner in the Colorado Rockies Baseball Club, Ltd. ("the Partnership"), treated as a cost method investment. Effective November 8, 2013, we sold our
14.6%
interest in the Partnership and recognized a gain of
$22.3 million
. We did not make any cash contributions in 2013, and cash distributions, recognized within other income, from the Partnership were immaterial in 2013.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Domestic
|
$
|
746.1
|
|
|
$
|
736.2
|
|
|
$
|
809.7
|
|
Foreign
|
(335.4
|
)
|
|
(149.9
|
)
|
|
(155.2
|
)
|
|||
Total
|
$
|
410.7
|
|
|
$
|
586.3
|
|
|
$
|
654.5
|
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
116.1
|
|
|
$
|
78.4
|
|
|
$
|
39.1
|
|
State
|
11.8
|
|
|
12.9
|
|
|
11.8
|
|
|||
Foreign
|
25.2
|
|
|
(22.5
|
)
|
|
50.7
|
|
|||
Total current tax expense (benefit)
|
$
|
153.1
|
|
|
$
|
68.8
|
|
|
$
|
101.6
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(26.1
|
)
|
|
$
|
27.6
|
|
|
$
|
59.6
|
|
State
|
(5.8
|
)
|
|
2.0
|
|
|
5.1
|
|
|||
Foreign
|
(69.4
|
)
|
|
(29.4
|
)
|
|
(82.3
|
)
|
|||
Total deferred tax expense (benefit)
|
$
|
(101.3
|
)
|
|
$
|
0.2
|
|
|
$
|
(17.6
|
)
|
Total income tax expense (benefit) from continuing operations
|
$
|
51.8
|
|
|
$
|
69.0
|
|
|
$
|
84.0
|
|
|
For the years ended
|
|||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|||
Statutory Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefits
|
1.6
|
%
|
|
2.5
|
%
|
|
1.3
|
%
|
Effect of foreign tax rates and tax planning
|
(29.2
|
)%
|
|
(24.3
|
)%
|
|
(27.4
|
)%
|
Effect of unrecognized tax benefits
|
(3.5
|
)%
|
|
(3.9
|
)%
|
|
3.3
|
%
|
Change in valuation allowance
|
8.2
|
%
|
|
0.4
|
%
|
|
(1.5
|
)%
|
Other, net
|
0.5
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
Effective tax rate
|
12.6
|
%
|
|
11.8
|
%
|
|
12.8
|
%
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Current deferred tax assets:
|
|
|
|
||||
Compensation related obligations
|
$
|
—
|
|
|
$
|
2.8
|
|
Accrued liabilities and other
|
—
|
|
|
15.8
|
|
||
Valuation allowance
|
—
|
|
|
(4.9
|
)
|
||
Balance sheet reserves and accruals
|
—
|
|
|
10.7
|
|
||
Other
|
—
|
|
|
7.8
|
|
||
Total current deferred tax assets
|
$
|
—
|
|
|
$
|
32.2
|
|
Current deferred tax liabilities:
|
|
|
|
||||
Partnership investments
|
—
|
|
|
169.8
|
|
||
Total current deferred tax liabilities
|
$
|
—
|
|
|
$
|
169.8
|
|
Net current deferred tax assets
|
—
|
|
|
—
|
|
||
Net current deferred tax liabilities
|
$
|
—
|
|
|
$
|
137.6
|
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Non-current deferred tax assets:
|
|
|
|
||||
Compensation related obligations
|
$
|
19.3
|
|
|
$
|
8.0
|
|
Pension and postretirement benefits
|
61.2
|
|
|
118.7
|
|
||
Tax credit carryforwards
|
1.5
|
|
|
1.5
|
|
||
Tax loss carryforwards
|
897.9
|
|
|
166.8
|
|
||
Intercompany financing
|
3.2
|
|
|
6.8
|
|
||
Partnership investments
|
—
|
|
|
27.2
|
|
||
Accrued liabilities and other
|
32.3
|
|
|
1.0
|
|
||
Other
|
6.8
|
|
|
10.4
|
|
||
Valuation allowance
|
(824.9
|
)
|
|
(100.5
|
)
|
||
Total non-current deferred tax assets
|
$
|
197.3
|
|
|
$
|
239.9
|
|
Non-current deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
69.7
|
|
|
107.3
|
|
||
Partnership investments
|
169.7
|
|
|
—
|
|
||
Foreign exchange gain/loss
|
48.7
|
|
|
13.7
|
|
||
Intangible assets
|
644.0
|
|
|
789.1
|
|
||
Hedging
|
4.0
|
|
|
12.5
|
|
||
Other
|
9.9
|
|
|
5.5
|
|
||
Total non-current deferred tax liabilities
|
$
|
946.0
|
|
|
$
|
928.1
|
|
Net non-current deferred tax assets
|
—
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
$
|
748.7
|
|
|
$
|
688.2
|
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Domestic net current deferred tax liabilities
|
$
|
—
|
|
|
$
|
164.6
|
|
Foreign net current deferred tax liabilities
|
—
|
|
|
0.2
|
|
||
Foreign net current deferred tax assets
|
—
|
|
|
27.2
|
|
||
Net current deferred tax liabilities
|
$
|
—
|
|
|
$
|
137.6
|
|
Domestic net non-current deferred tax assets
|
$
|
—
|
|
|
$
|
23.1
|
|
Domestic net non-current deferred tax liabilities
|
195.0
|
|
|
—
|
|
||
Foreign net non-current deferred tax assets
|
20.2
|
|
|
35.1
|
|
||
Foreign net non-current deferred tax liabilities
|
573.9
|
|
|
746.4
|
|
||
Net non-current deferred tax liabilities
|
$
|
748.7
|
|
|
$
|
688.2
|
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
59.8
|
|
|
$
|
137.9
|
|
|
$
|
109.2
|
|
Additions for tax positions related to the current year
|
1.8
|
|
|
2.2
|
|
|
3.7
|
|
|||
Additions for tax positions of prior years
|
2.2
|
|
|
20.4
|
|
|
59.2
|
|
|||
Reductions for tax positions of prior years
|
(5.5
|
)
|
|
(19.4
|
)
|
|
(3.2
|
)
|
|||
Settlements
|
(0.9
|
)
|
|
(55.4
|
)
|
|
(2.6
|
)
|
|||
Release due to statute expiration and legislative changes
|
(9.6
|
)
|
|
(18.4
|
)
|
|
(24.9
|
)
|
|||
Foreign currency adjustment
|
(8.3
|
)
|
|
(7.5
|
)
|
|
(3.5
|
)
|
|||
Balance at end of year
|
$
|
39.5
|
|
|
$
|
59.8
|
|
|
$
|
137.9
|
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Reconciliation of unrecognized tax benefits balance
|
(In millions)
|
||||||||||
Estimated interest and penalties
|
$
|
5.3
|
|
|
$
|
7.2
|
|
|
$
|
15.5
|
|
Offsetting positions
|
(3.7
|
)
|
|
(3.7
|
)
|
|
(3.8
|
)
|
|||
Unrecognized tax positions
|
39.5
|
|
|
59.8
|
|
|
137.9
|
|
|||
Total unrecognized tax benefits
|
$
|
41.1
|
|
|
$
|
63.3
|
|
|
$
|
149.6
|
|
|
|
|
|
|
|
||||||
Presented net against non-current deferred tax assets
|
$
|
30.9
|
|
|
$
|
37.9
|
|
|
$
|
—
|
|
Current (included in accounts payable and other current liabilities)
|
1.8
|
|
|
—
|
|
|
42.5
|
|
|||
Non-current
|
8.4
|
|
|
25.4
|
|
|
107.1
|
|
|||
Total unrecognized tax benefits
|
$
|
41.1
|
|
|
$
|
63.3
|
|
|
$
|
149.6
|
|
|
|
|
|
|
|
||||||
Amount of unrecognized tax benefits that would impact the effective tax rate
(1)
|
$
|
39.5
|
|
|
$
|
59.8
|
|
|
$
|
137.9
|
|
(1)
|
Amounts exclude the potential effects of valuation allowances, which may fully or partially offset the impact to the effective tax rate.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Employee-related charges
|
|
|
|
|
|
||||||
Restructuring
|
|
|
|
|
|
||||||
Canada
|
$
|
2.1
|
|
|
$
|
7.6
|
|
|
$
|
10.6
|
|
Europe
|
3.0
|
|
|
3.7
|
|
|
14.5
|
|
|||
MCI
|
3.2
|
|
|
—
|
|
|
0.4
|
|
|||
Corporate
|
—
|
|
|
0.3
|
|
|
1.3
|
|
|||
Special termination benefits
|
|
|
|
|
|
||||||
Canada
|
—
|
|
|
—
|
|
|
2.2
|
|
|||
Impairments or asset abandonment charges
|
|
|
|
|
|
||||||
Canada - Intangible asset write-off and impairment
(1)
|
—
|
|
|
13.8
|
|
|
17.9
|
|
|||
Canada - Asset abandonment
(2)
|
25.1
|
|
|
—
|
|
|
—
|
|
|||
Europe - Intangible asset impairment
(3)
|
275.0
|
|
|
360.0
|
|
|
150.9
|
|
|||
Europe - Asset abandonment
(4)
|
27.5
|
|
|
4.0
|
|
|
—
|
|
|||
MCI - Asset write-off
(5)
|
3.2
|
|
|
—
|
|
|
—
|
|
|||
Unusual or infrequent items
|
|
|
|
|
|
||||||
Europe - Release of non-income-related tax reserve
(6)
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|||
Europe - Flood loss (insurance reimbursement), net
(7)
|
(2.4
|
)
|
|
(1.8
|
)
|
|
(2.0
|
)
|
|||
Termination fees and other (gains) losses
|
|
|
|
|
|
||||||
Canada - Termination fee income
(1)
|
—
|
|
|
(63.2
|
)
|
|
—
|
|
|||
Europe - Termination fee expense, net
(8)
|
10.0
|
|
|
—
|
|
|
—
|
|
|||
Europe - Tradeteam transactions
(9)
|
—
|
|
|
—
|
|
|
13.2
|
|
|||
MCI - Sale of China joint venture
(5)
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||
Total Special items, net
|
$
|
346.7
|
|
|
$
|
324.4
|
|
|
$
|
200.0
|
|
(1)
|
Upon termination of our MMI operations in 2014, we recognized termination fee income and charges associated with the write-off of the definite-lived intangible asset associated with the joint venture. See
Note 4, "Investments"
for further discussion.
|
(2)
|
During the third quarter of 2015, we incurred
$15.7 million
of charges related to the closure of a bottling line within our Vancouver brewery, including
$15.4 million
of accelerated depreciation normally recorded in cost of goods sold associated with this bottling line. Additionally, during the second quarter of 2015, we incurred
$8.2 million
of charges related to the closure of a bottling line within our Toronto brewery, including
$7.9 million
of accelerated depreciation normally recorded in cost of goods sold associated with this bottling line. The decisions to close these bottling lines were made as part of an ongoing strategic review of our Canadian supply chain network and the overall shift in consumer preference toward can package consumption in Canada. Additionally, in October 2015, as a result of the continuation of this strategic review, we entered into an agreement to sell the Vancouver brewery, 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 has not yet closed, and is anticipated to be completed by the end of the first quarter of 2016. In conjunction with the sale, we agreed to leaseback the existing property to continue operations on an uninterrupted basis while the new brewery is being constructed. We incurred accelerated depreciation charges in excess of normal depreciation recorded in cost of goods sold associated with the planned brewery closure of
$1.2 million
during the fourth quarter of 2015. We
|
(3)
|
During the third quarters of 2015, 2014 and 2013, we recognized impairment charges related to indefinite-lived intangible assets in Europe. See
Note 11, "Goodwill and Intangible Assets"
for further discussion.
|
(4)
|
As part of our continued strategic review of our European supply chain network, in the fourth quarter of 2015, we announced the proposal and entered into a consultation process to close our Burton South brewery in the U.K. in which we will consolidate production within our recently modernized Burton North brewery. As a result, we incurred accelerated depreciation charges in excess of our normal depreciation recorded in cost of goods sold associated with this brewery of
$1.4 million
. We expect to incur future accelerated depreciation in excess of our normal depreciation of approximately GBP
9 million
related to the Burton South brewery from the first quarter of 2016 through the third quarter of 2017. Also, in the fourth quarter of 2015, we closed our Plovdiv brewery in Bulgaria resulting in
$2.1 million
of asset abandonment related special charges, including accelerated depreciation in excess of our normal depreciation recorded in cost of goods sold of
$1.0 million
as it pertains to this brewery.
|
(5)
|
During the second quarter of 2015, we announced our decision to substantially restructure our business in China and consequently, recognized employee-related and asset write-off charges, including
$0.7 million
of accelerated depreciation normally recorded in cost of goods sold.
|
(6)
|
During 2009, we established a non-income-related tax reserve of
$10.4 million
that was recorded as a special item. The amount recorded in 2013 represents the release of this reserve as a result of a change in estimate. As a result, the remaining amount of this non-income-related tax reserve was fully released in 2013.
|
(7)
|
During 2015, we recorded
$2.4 million
of income for insurance proceeds received related to significant flooding in Czech Republic that occurred during the second quarter of 2013.
|
(8)
|
In June 2015, we terminated our agreement with Carlsberg whereby it held the exclusive distribution rights for the
Staropramen
brand in the U.K. As a result of this termination, we agreed to pay Carlsberg an early termination payment of GBP
19.0 million
(
$29.4 million
at payment date), which was recognized as a special charge during the second quarter of 2015. The transition period concluded on December 27, 2015, and we now have the exclusive distribution rights of the
Staropramen
brand in the U.K.
|
(9)
|
Upon termination of our Tradeteam distribution agreements and subsequent termination of the joint venture and sale of our
49.9%
interest in Tradeteam to DHL, we recognized a loss of
$13.2 million
in December 2013. See
Note 4, "Investments"
for further discussion.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance at December 29, 2012
|
$
|
7.1
|
|
|
$
|
13.4
|
|
|
$
|
2.8
|
|
|
$
|
1.5
|
|
|
$
|
24.8
|
|
Charges incurred
|
10.6
|
|
|
14.5
|
|
|
0.4
|
|
|
1.3
|
|
|
26.8
|
|
|||||
Payments made
|
(7.7
|
)
|
|
(14.6
|
)
|
|
(2.7
|
)
|
|
(1.9
|
)
|
|
(26.9
|
)
|
|||||
Foreign currency and other adjustments
|
(0.3
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2013
|
$
|
9.7
|
|
|
$
|
13.6
|
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
24.7
|
|
Charges incurred
|
7.6
|
|
|
6.3
|
|
|
—
|
|
|
0.3
|
|
|
14.2
|
|
|||||
Payments made
|
(13.0
|
)
|
|
(5.2
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(19.7
|
)
|
|||||
Changes in estimates
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||
Foreign currency and other adjustments
|
(0.5
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Balance at December 31, 2014
|
$
|
3.8
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
15.5
|
|
Charges incurred
|
2.1
|
|
|
4.2
|
|
|
3.2
|
|
|
—
|
|
|
9.5
|
|
|||||
Payments made
|
(3.1
|
)
|
|
(8.5
|
)
|
|
(1.9
|
)
|
|
(0.2
|
)
|
|
(13.7
|
)
|
|||||
Changes in estimates
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||
Foreign currency and other adjustments
|
(0.5
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||
Balance at December 31, 2015
|
$
|
2.3
|
|
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
|
Common stock
issued
|
|
Exchangeable
shares issued
|
||||||||
|
Class A
|
|
Class B
(1)
|
|
Class A
|
|
Class B
|
||||
|
(Share amounts in millions)
|
||||||||||
Balance at December 29, 2012
|
2.6
|
|
|
164.2
|
|
|
2.9
|
|
|
19.3
|
|
Shares issued under equity compensation plans
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
Balance at December 31, 2013
|
2.6
|
|
|
167.2
|
|
|
2.9
|
|
|
19.0
|
|
Shares issued under equity compensation plans
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(1.4
|
)
|
Balance at December 31, 2014
|
2.6
|
|
|
169.9
|
|
|
2.9
|
|
|
17.6
|
|
Shares issued under equity compensation plans
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
1.6
|
|
|
—
|
|
|
(1.6
|
)
|
Balance at December 31, 2015
|
2.6
|
|
|
172.5
|
|
|
2.9
|
|
|
16.0
|
|
(1)
|
During 2015, we repurchased Class B common shares which results in a lower number of outstanding shares compared to issued shares. See "Share Repurchase Program" below for further discussion. For all other classes, issued shares equal outstanding shares.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
355.6
|
|
|
$
|
513.5
|
|
|
$
|
565.3
|
|
Income (loss) from discontinued operations, net of tax
|
3.9
|
|
|
0.5
|
|
|
2.0
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
359.5
|
|
|
$
|
514.0
|
|
|
$
|
567.3
|
|
Weighted-average shares for basic EPS
|
185.3
|
|
|
184.9
|
|
|
183.0
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
RSUs, DSUs, PUs and PSUs
|
0.7
|
|
|
0.5
|
|
|
0.5
|
|
|||
Stock options and SOSARs
|
0.4
|
|
|
0.7
|
|
|
0.7
|
|
|||
Weighted-average shares for diluted EPS
|
186.4
|
|
|
186.1
|
|
|
184.2
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.92
|
|
|
$
|
2.78
|
|
|
$
|
3.09
|
|
From discontinued operations
|
0.02
|
|
|
—
|
|
|
0.01
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
1.94
|
|
|
$
|
2.78
|
|
|
$
|
3.10
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.91
|
|
|
$
|
2.76
|
|
|
$
|
3.07
|
|
From discontinued operations
|
0.02
|
|
|
—
|
|
|
0.01
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
1.93
|
|
|
$
|
2.76
|
|
|
$
|
3.08
|
|
Dividends declared and paid per share
|
$
|
1.64
|
|
|
$
|
1.48
|
|
|
$
|
1.28
|
|
|
For the years ended
|
|||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|||
|
(In millions)
|
|||||||
RSUs, stock options and SOSARs
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Land and improvements
|
$
|
173.1
|
|
|
$
|
175.3
|
|
Buildings and improvements
|
457.3
|
|
|
475.0
|
|
||
Machinery and equipment
|
1,654.8
|
|
|
1,756.8
|
|
||
Returnable containers
|
228.0
|
|
|
241.5
|
|
||
Furniture and fixtures
|
224.5
|
|
|
205.9
|
|
||
Software
|
116.2
|
|
|
128.3
|
|
||
Natural resource properties
|
3.8
|
|
|
3.8
|
|
||
Construction in progress
|
123.2
|
|
|
154.6
|
|
||
Total properties cost
|
2,980.9
|
|
|
3,141.2
|
|
||
Less: accumulated depreciation
|
(1,390.1
|
)
|
|
(1,343.2
|
)
|
||
Net properties
|
$
|
1,590.8
|
|
|
$
|
1,798.0
|
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at December 31, 2013
|
$
|
718.2
|
|
|
$
|
1,693.2
|
|
|
$
|
7.3
|
|
|
$
|
2,418.7
|
|
Foreign currency translation
|
(61.7
|
)
|
|
(165.2
|
)
|
|
(0.2
|
)
|
|
(227.1
|
)
|
||||
Balance at December 31, 2014
|
$
|
656.5
|
|
|
$
|
1,528.0
|
|
|
$
|
7.1
|
|
|
$
|
2,191.6
|
|
Business acquisition and disposition
(1)
|
—
|
|
|
(6.7
|
)
|
|
16.9
|
|
|
10.2
|
|
||||
Foreign currency translation
|
(105.1
|
)
|
|
(112.6
|
)
|
|
(0.8
|
)
|
|
(218.5
|
)
|
||||
Balance at December 31, 2015
|
$
|
551.4
|
|
|
$
|
1,408.7
|
|
|
$
|
23.2
|
|
|
$
|
1,983.3
|
|
(1)
|
In July 2015, we sold our U.K. malting facility resulting in an adjustment to the goodwill in our Europe reporting unit based on the proportionate fair value of the disposed business relative to the reporting unit. In addition, on April 1, 2015, we completed the acquisition of Mount Shivalik, a regional brewer in India. As part of the purchase price accounting, goodwill generated in conjunction with this acquisition has been recorded within our MCI segment beginning in the second quarter of 2015, subject to normal purchase accounting adjustments, and included within the India reporting unit of our MCI segment for purposes of our annual goodwill impairment testing.
|
|
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
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 40
|
|
$
|
483.5
|
|
|
$
|
(229.1
|
)
|
|
$
|
254.4
|
|
License agreements and distribution rights
|
3 - 28
|
|
122.0
|
|
|
(101.1
|
)
|
|
20.9
|
|
|||
Other
|
2 - 8
|
|
31.7
|
|
|
(29.4
|
)
|
|
2.3
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
4,590.2
|
|
|
—
|
|
|
4,590.2
|
|
|||
Distribution networks
|
Indefinite
|
|
870.5
|
|
|
—
|
|
|
870.5
|
|
|||
Other
|
Indefinite
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Total
|
|
|
$
|
6,115.4
|
|
|
$
|
(359.6
|
)
|
|
$
|
5,755.8
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2016
|
|
$
|
38.6
|
|
2017
|
|
$
|
28.3
|
|
2018
|
|
$
|
26.8
|
|
2019
|
|
$
|
26.8
|
|
2020
|
|
$
|
26.7
|
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
(1)
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
CAD 900 million 5.0% notes due 2015
(2)(3)
|
$
|
—
|
|
|
$
|
774.5
|
|
CAD 500 million 3.95% Series A notes due 2017
(3)
|
361.3
|
|
|
430.3
|
|
||
CAD 400 million 2.25% notes due 2018
(2)
|
289.0
|
|
|
—
|
|
||
CAD 500 million 2.75% notes due 2020
(2)
|
361.3
|
|
|
—
|
|
||
$300 million 2.0% notes due 2017
(4)
|
300.6
|
|
|
300.0
|
|
||
$500 million 3.5% notes due 2022
(4)
|
517.8
|
|
|
510.8
|
|
||
$1.1 billion 5.0% notes due 2042
(4)
|
1,100.0
|
|
|
1,100.0
|
|
||
Long-term credit facilities
(5)
|
—
|
|
|
—
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(21.3
|
)
|
|
(20.4
|
)
|
||
Total long-term debt (including current portion)
|
2,908.7
|
|
|
3,095.2
|
|
||
Less: current portion of long-term debt
|
—
|
|
|
(773.9
|
)
|
||
Total long-term debt
|
$
|
2,908.7
|
|
|
$
|
2,321.3
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Cash pool overdrafts
(6)
|
$
|
18.7
|
|
|
$
|
64.6
|
|
Short-term facilities
(7)
|
7.5
|
|
|
4.9
|
|
||
Other short-term borrowings
(8)
|
2.5
|
|
|
5.6
|
|
||
Current portion of long-term debt
|
—
|
|
|
773.9
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
28.7
|
|
|
$
|
849.0
|
|
(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. See
Note 2, "New Accounting Pronouncements"
for further discussion.
|
(2)
|
On
September 18, 2015
, Molson Coors International, LP, a Delaware limited partnership and a wholly-owned subsidiary of MCBC, issued CAD
500 million
2.75%
notes due
September 18, 2020
("CAD
500 million
notes"), and CAD
400 million
2.25%
notes due
September 18, 2018
("CAD
400 million
notes", and together with the CAD
500 million
notes, the "2015 Notes"). Our previously issued CAD
900 million
5.0%
notes matured on
September 22, 2015
, and were repaid using the proceeds from these new note offerings.
|
(3)
|
During the third quarter of 2005, Molson Coors Capital Finance ULC completed a CAD
900 million
private placement in Canada, which matured September 22, 2015, and was repaid. Additionally, during the fourth quarter
|
(4)
|
On May 3, 2012, we issued
$1.9 billion
of senior notes with portions maturing in
2017
,
2022
and
2042
. The
2017
senior notes were issued in an initial aggregate principal amount of
$300 million
at
2.0%
interest and will mature on May 1, 2017 ("
$300 million
notes"). The
2022
senior notes were issued in an initial aggregate principal amount of
$500 million
at
3.5%
interest and will mature on May 1, 2022 ("
$500 million
notes"). The
2042
senior notes were issued in an initial aggregate principal amount of
$1.1 billion
at
5.0%
interest and will mature on May 1, 2042. The issuance resulted in total proceeds to us, before expenses, of
$1,880.7 million
, net of underwriting fees and discounts of
$14.7 million
and
$4.6 million
, respectively. Total debt issuance costs capitalized in connection with these senior notes, including the underwriting fees and discounts, are approximately
$18.0 million
and will be amortized over the term of the notes.
|
(5)
|
During the second quarter of 2014, we entered into a
five
-year,
$750 million
revolving multi-currency credit facility, which provides a
$100 million
sub-facility available for the issuance of letters of credit. This revolving facility supports our
$750 million
commercial paper program. Concurrent with the transaction, we incurred
$1.8 million
of issuance costs related to this revolving credit facility which are being amortized over the term of the agreement and recognized
$1.3 million
of accelerated amortization related to the termination of the pre-existing facilities during 2014. As of
December 31, 2015
, and
December 31, 2014
, we had
$750 million
available to draw on under this revolving credit facility as there were no outstanding borrowings on the revolving credit facility nor was there any outstanding commercial paper. As part of our anticipated financing for the pending Acquisition, we amended this facility during the fourth quarter of 2015 to increase the maximum leverage ratio to 5.75x debt to EBITDA effective following the completion of the pending Acquisition, with a decline to 3.75x debt to EBITDA in the fourth year following the closing of transaction.
|
(6)
|
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
. As of
December 31, 2014
, we had
|
(7)
|
We had total outstanding borrowings of
$7.5 million
and
$4.9 million
under our two JPY overdraft facilities as of
December 31, 2015
, and
December 31, 2014
, respectively. We had no outstanding borrowings under our CAD or GBP facilities as of
December 31, 2015
, or
December 31, 2014
. A summary of our borrowing availability is presented below. See
Note 18, "Commitments and Contingencies"
for further discussion related to letters of credit.
|
(8)
|
Included in short-term borrowings is
$2.5 million
and
$5.6 million
related to other short-term borrowings within our Europe business as of
December 31, 2015
, and
December 31, 2014
, respectively.
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2016
|
|
$
|
28.7
|
|
2017
|
|
661.3
|
|
|
2018
|
|
289.0
|
|
|
2019
|
|
—
|
|
|
2020
|
|
361.3
|
|
|
Thereafter
|
|
1,600.0
|
|
|
Total
|
|
$
|
2,940.3
|
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Interest incurred
(1)
|
$
|
121.1
|
|
|
$
|
147.7
|
|
|
$
|
185.2
|
|
Interest capitalized
|
(0.8
|
)
|
|
(2.7
|
)
|
|
(1.4
|
)
|
|||
Interest expensed
|
$
|
120.3
|
|
|
$
|
145.0
|
|
|
$
|
183.8
|
|
(1)
|
Interest incurred includes total non-cash interest of
$11.2 million
in
2013
, related to the
€500 million
convertible note and the
$575 million
convertible note, which matured in 2013. Interest incurred also includes expense for the change in fair value of the embedded conversion feature related to
€500 million
convertible note of
$5.4 million
for 2013, as well as amortization of debt discounts and issuance costs for each period presented. See
Note 16, "Derivative Instruments and Hedging Activities"
for further discussion.
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Pretax compensation expense
|
$
|
20.7
|
|
|
$
|
23.5
|
|
|
$
|
19.5
|
|
Tax benefit
|
(5.6
|
)
|
|
(7.0
|
)
|
|
(5.6
|
)
|
|||
After-tax compensation expense
|
$
|
15.1
|
|
|
$
|
16.5
|
|
|
$
|
13.9
|
|
|
RSUs and DSUs
|
|
PUs
|
|
PSUs
|
||||||
|
Units
|
|
Weighted-average
grant date fair value per unit
|
|
Units
|
|
Weighted-average
fair value per unit
|
|
Units
|
|
Weighted-average grant date fair value per unit
|
|
(In millions, except per share amounts)
|
||||||||||
Non-vested as of December 31, 2014
|
0.7
|
|
$47.75
|
|
0.5
|
|
$3.22
|
|
0.4
|
|
$50.49
|
Granted
|
0.2
|
|
$70.95
|
|
—
|
|
$—
|
|
0.1
|
|
$74.42
|
Vested
|
(0.2)
|
|
$42.71
|
|
(0.5)
|
|
$2.89
|
|
—
|
|
$—
|
Forfeited
|
(0.1)
|
|
$53.14
|
|
—
|
|
$—
|
|
—
|
|
$—
|
Non-vested as of December 31, 2015
|
0.6
|
|
$56.23
|
|
—
|
|
$—
|
|
0.5
|
|
$57.01
|
|
Shares outstanding
|
|
Shares exercisable at year end
|
||||||||||||||||
|
Shares
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic
value
|
|
Shares
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic
value
|
||||
|
(In millions, except per share amounts and years)
|
||||||||||||||||||
Outstanding as of December 31, 2014
|
2.2
|
|
$45.33
|
|
5.0
|
|
$
|
64.6
|
|
|
1.8
|
|
$44.36
|
|
4.3
|
|
$
|
54.9
|
|
Granted
|
0.1
|
|
$74.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Exercised
|
(1.0)
|
|
$43.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Outstanding as of December 31, 2015
|
1.3
|
|
$49.49
|
|
4.8
|
|
$
|
58.0
|
|
|
1.1
|
|
$46.02
|
|
4.0
|
|
$
|
51.2
|
|
|
For the years ended
|
||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
Risk-free interest rate
|
1.70%
|
|
2.29%
|
|
1.43%
|
Dividend yield
|
2.20%
|
|
2.57%
|
|
2.88%
|
Volatility range
|
21.65% - 29.90%
|
|
22.66% - 26.57%
|
|
22.39% - 25.90%
|
Weighted-average volatility
|
23.71%
|
|
25.59%
|
|
25.02%
|
Expected term (years)
|
5.7
|
|
7.5
|
|
7.7
|
Weighted-average fair value
|
$13.98
|
|
$12.78
|
|
$8.39
|
|
For the years ended
|
||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
Risk-free interest rate
|
1.06%
|
|
0.72%
|
|
0.33%
|
Dividend yield
|
2.20%
|
|
2.57%
|
|
2.88%
|
Volatility range
|
12.73% - 62.28%
|
|
12.45% - 72.41%
|
|
12.18% - 69.37%
|
Weighted-average volatility
|
21.53%
|
|
21.72%
|
|
21.13%
|
Expected term (years)
|
2.8
|
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$74.42
|
|
$58.69
|
|
$43.10
|
|
MCBC shareholders
|
||||||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Gain (loss) on
derivative
instruments
|
|
Pension and
Postretirement
Benefit
adjustments
|
|
Equity Method
Investments
|
|
Accumulated
other
comprehensive
income (loss)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
As of December 29, 2012
|
$
|
1,187.5
|
|
|
$
|
(17.7
|
)
|
|
$
|
(844.1
|
)
|
|
$
|
(398.0
|
)
|
|
$
|
(72.3
|
)
|
Foreign currency translation adjustments
|
(177.7
|
)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(177.0
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
58.6
|
|
|
—
|
|
|
—
|
|
|
58.6
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
278.0
|
|
|
—
|
|
|
278.0
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
53.7
|
|
|
—
|
|
|
53.7
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
114.5
|
|
|
114.5
|
|
|||||
Tax adjustment related to investment in MillerCoors reclassification
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
|
34.3
|
|
|||||
Tax benefit (expense)
|
(30.7
|
)
|
|
(20.8
|
)
|
|
(44.6
|
)
|
|
(33.3
|
)
|
|
(129.4
|
)
|
|||||
As of December 31, 2013
|
$
|
979.1
|
|
|
$
|
14.6
|
|
|
$
|
(556.3
|
)
|
|
$
|
(282.5
|
)
|
|
$
|
154.9
|
|
Foreign currency translation adjustments
|
(818.0
|
)
|
|
(8.9
|
)
|
|
8.4
|
|
|
—
|
|
|
(818.5
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
(172.3
|
)
|
|
—
|
|
|
(172.3
|
)
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
33.0
|
|
|
—
|
|
|
33.0
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.5
|
)
|
|
(157.5
|
)
|
|||||
Tax benefit (expense)
|
(31.3
|
)
|
|
1.7
|
|
|
28.7
|
|
|
55.3
|
|
|
54.4
|
|
|||||
As of December 31, 2014
|
$
|
129.8
|
|
|
$
|
15.0
|
|
|
$
|
(658.5
|
)
|
|
$
|
(384.7
|
)
|
|
$
|
(898.4
|
)
|
Foreign currency translation adjustments
|
(830.4
|
)
|
|
(16.0
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(848.1
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
23.0
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
42.0
|
|
|
—
|
|
|
42.0
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
46.9
|
|
|
—
|
|
|
46.9
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
56.5
|
|
|
56.5
|
|
|||||
Tax benefit (expense)
|
(69.3
|
)
|
|
(0.4
|
)
|
|
(17.8
|
)
|
|
(22.2
|
)
|
|
(109.7
|
)
|
|||||
As of December 31, 2015
|
$
|
(769.9
|
)
|
|
$
|
14.5
|
|
|
$
|
(589.1
|
)
|
|
$
|
(350.4
|
)
|
|
$
|
(1,694.9
|
)
|
(1)
|
During the first quarter of 2013, we recorded a tax adjustment related to the reclassification of amounts from the investment in MillerCoors to AOCI that was recorded in the fourth quarter of 2012 to reflect our proportionate share of MillerCoors AOCI at formation. We made this reclassification in 2012 as we believe the new presentation provides improved transparency of our share of MillerCoors AOCI. This tax adjustment, which should have been made in 2012 with the reclassification, was not material to either the current or prior period financial statements taken as a whole and therefore the adjustment was recorded in 2013 and prior periods do not reflect the adjustment.
|
|
|
For the years ended
|
|
|
||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|
|
||||||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||||||
|
|
(In millions)
|
|
|
||||||||||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Forward starting interest rate swaps
|
|
$
|
(2.0
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(1.6
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
(11.9
|
)
|
|
(5.5
|
)
|
|
2.2
|
|
|
Other income (expense), net
|
|||
Foreign currency forwards
|
|
21.0
|
|
|
2.8
|
|
|
5.2
|
|
|
Cost of goods sold
|
|||
Commodity swaps
|
|
—
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
Cost of goods sold
|
|||
Total income (loss) reclassified, before tax
|
|
7.1
|
|
|
(3.8
|
)
|
|
5.5
|
|
|
|
|||
Income tax benefit (expense)
|
|
(1.7
|
)
|
|
1.5
|
|
|
(2.3
|
)
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
5.4
|
|
|
$
|
(2.3
|
)
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
||||||
Prior service benefit (cost)
|
|
$
|
(0.3
|
)
|
|
$
|
2.4
|
|
|
$
|
2.8
|
|
|
(1)
|
Net actuarial gain (loss)
|
|
(46.6
|
)
|
|
(35.4
|
)
|
|
(56.5
|
)
|
|
(1)
|
|||
Total income (loss) reclassified, before tax
|
|
(46.9
|
)
|
|
(33.0
|
)
|
|
(53.7
|
)
|
|
|
|||
Income tax benefit (expense)
|
|
9.4
|
|
|
6.8
|
|
|
7.3
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
(37.5
|
)
|
|
$
|
(26.2
|
)
|
|
$
|
(46.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total income (loss) reclassified, net of tax
|
|
$
|
(32.1
|
)
|
|
$
|
(28.5
|
)
|
|
$
|
(43.2
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 15, "Employee Retirement Plans and Postretirement Benefits"
for additional details.
|
|
For the years ended
|
||||||||||||||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Components of net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost—benefits earned during the year
|
$
|
9.5
|
|
|
$
|
1.8
|
|
|
$
|
11.3
|
|
|
$
|
13.1
|
|
|
$
|
3.0
|
|
|
$
|
16.1
|
|
|
$
|
15.8
|
|
|
$
|
3.4
|
|
|
$
|
19.2
|
|
Interest cost on projected benefit obligation
|
137.5
|
|
|
6.0
|
|
|
143.5
|
|
|
167.6
|
|
|
7.1
|
|
|
174.7
|
|
|
157.0
|
|
|
7.2
|
|
|
164.2
|
|
|||||||||
Expected return on plan assets
|
(175.8
|
)
|
|
—
|
|
|
(175.8
|
)
|
|
(195.6
|
)
|
|
—
|
|
|
(195.6
|
)
|
|
(177.9
|
)
|
|
—
|
|
|
(177.9
|
)
|
|||||||||
Amortization of prior service cost (benefit)
|
0.6
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
0.6
|
|
|
(3.0
|
)
|
|
(2.4
|
)
|
|
0.8
|
|
|
(3.6
|
)
|
|
(2.8
|
)
|
|||||||||
Amortization of net actuarial loss (gain)
|
46.9
|
|
|
(0.3
|
)
|
|
46.6
|
|
|
36.3
|
|
|
(0.9
|
)
|
|
35.4
|
|
|
56.6
|
|
|
(0.1
|
)
|
|
56.5
|
|
|||||||||
Curtailment loss
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Less: expected participant contributions
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||||||
Net periodic pension and OPEB cost
|
$
|
15.3
|
|
|
$
|
7.2
|
|
|
$
|
22.5
|
|
|
$
|
21.0
|
|
|
$
|
6.2
|
|
|
$
|
27.2
|
|
|
$
|
51.1
|
|
|
$
|
6.9
|
|
|
$
|
58.0
|
|
|
For the year ended December 31, 2015
|
|
For the year ended December 31, 2014
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year benefit obligation
|
$
|
3,979.3
|
|
|
$
|
162.2
|
|
|
$
|
4,141.5
|
|
|
$
|
3,816.9
|
|
|
$
|
162.1
|
|
|
$
|
3,979.0
|
|
Service cost, net of expected employee contributions
|
8.9
|
|
|
1.8
|
|
|
10.7
|
|
|
12.1
|
|
|
3.0
|
|
|
15.1
|
|
||||||
Interest cost
|
137.5
|
|
|
6.0
|
|
|
143.5
|
|
|
167.6
|
|
|
7.1
|
|
|
174.7
|
|
||||||
Actual employee contributions
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||
Actuarial loss (gain)
|
(76.5
|
)
|
|
(2.7
|
)
|
|
(79.2
|
)
|
|
477.2
|
|
|
12.6
|
|
|
489.8
|
|
||||||
Amendments
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(194.5
|
)
|
|
(6.1
|
)
|
|
(200.6
|
)
|
|
(208.4
|
)
|
|
(7.8
|
)
|
|
(216.2
|
)
|
||||||
Curtailment
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate change
|
(355.5
|
)
|
|
(25.1
|
)
|
|
(380.6
|
)
|
|
(286.8
|
)
|
|
(14.8
|
)
|
|
(301.6
|
)
|
||||||
Benefit obligation at end of year
|
$
|
3,500.0
|
|
|
$
|
136.1
|
|
|
$
|
3,636.1
|
|
|
$
|
3,979.3
|
|
|
$
|
162.2
|
|
|
$
|
4,141.5
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year fair value of assets
|
$
|
3,667.6
|
|
|
$
|
—
|
|
|
$
|
3,667.6
|
|
|
$
|
3,596.2
|
|
|
$
|
—
|
|
|
$
|
3,596.2
|
|
Actual return on plan assets
|
142.9
|
|
|
—
|
|
|
142.9
|
|
|
516.5
|
|
|
—
|
|
|
516.5
|
|
||||||
Employer contributions
|
256.1
|
|
|
6.1
|
|
|
262.2
|
|
|
33.6
|
|
|
7.6
|
|
|
41.2
|
|
||||||
Actual employee contributions
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||
Benefits and plan expenses paid
|
(195.6
|
)
|
|
(6.1
|
)
|
|
(201.7
|
)
|
|
(211.9
|
)
|
|
(7.6
|
)
|
|
(219.5
|
)
|
||||||
Foreign currency exchange rate change
|
(348.3
|
)
|
|
—
|
|
|
(348.3
|
)
|
|
(267.5
|
)
|
|
—
|
|
|
(267.5
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
3,523.2
|
|
|
$
|
—
|
|
|
$
|
3,523.2
|
|
|
$
|
3,667.6
|
|
|
$
|
—
|
|
|
$
|
3,667.6
|
|
Funded status:
|
$
|
23.2
|
|
|
$
|
(136.1
|
)
|
|
$
|
(112.9
|
)
|
|
$
|
(311.7
|
)
|
|
$
|
(162.2
|
)
|
|
$
|
(473.9
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other non-current assets
|
$
|
97.2
|
|
|
$
|
—
|
|
|
$
|
97.2
|
|
|
$
|
79.1
|
|
|
$
|
—
|
|
|
$
|
79.1
|
|
Accounts payable and other current liabilities
|
(1.6
|
)
|
|
(6.6
|
)
|
|
(8.2
|
)
|
|
(2.8
|
)
|
|
(7.3
|
)
|
|
(10.1
|
)
|
||||||
Pension and postretirement benefits
|
(72.4
|
)
|
|
(129.5
|
)
|
|
(201.9
|
)
|
|
(388.0
|
)
|
|
(154.9
|
)
|
|
(542.9
|
)
|
||||||
Net amounts recognized
|
$
|
23.2
|
|
|
$
|
(136.1
|
)
|
|
$
|
(112.9
|
)
|
|
$
|
(311.7
|
)
|
|
$
|
(162.2
|
)
|
|
$
|
(473.9
|
)
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Accumulated benefit obligation
|
$
|
566.5
|
|
|
$
|
5.8
|
|
|
$
|
572.3
|
|
|
$
|
3,272.9
|
|
|
$
|
162.2
|
|
|
$
|
3,435.1
|
|
Projected benefit obligation
|
$
|
567.3
|
|
|
$
|
136.1
|
|
|
$
|
703.4
|
|
|
$
|
3,273.4
|
|
|
$
|
162.2
|
|
|
$
|
3,435.6
|
|
Fair value of plan assets
|
$
|
493.3
|
|
|
$
|
—
|
|
|
$
|
493.3
|
|
|
$
|
2,882.6
|
|
|
$
|
—
|
|
|
$
|
2,882.6
|
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
839.2
|
|
|
$
|
(10.3
|
)
|
|
$
|
828.9
|
|
|
$
|
924.6
|
|
|
$
|
(7.0
|
)
|
|
$
|
917.6
|
|
Net prior service cost
|
3.5
|
|
|
(0.1
|
)
|
|
3.4
|
|
|
2.4
|
|
|
(0.5
|
)
|
|
1.9
|
|
||||||
Total not yet recognized
|
$
|
842.7
|
|
|
$
|
(10.4
|
)
|
|
$
|
832.3
|
|
|
$
|
927.0
|
|
|
$
|
(7.5
|
)
|
|
$
|
919.5
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Accumulated other comprehensive loss (income) as of December 31, 2013
|
$
|
814.2
|
|
|
$
|
(25.6
|
)
|
|
$
|
788.6
|
|
Amortization of prior service costs (benefit)
|
(0.6
|
)
|
|
3.0
|
|
|
2.4
|
|
|||
Amortization of net actuarial loss (gain)
|
(36.3
|
)
|
|
0.9
|
|
|
(35.4
|
)
|
|||
Current year actuarial loss (gain)
|
159.7
|
|
|
12.6
|
|
|
172.3
|
|
|||
Foreign currency exchange rate change
|
(10.0
|
)
|
|
1.6
|
|
|
(8.4
|
)
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2014
|
$
|
927.0
|
|
|
$
|
(7.5
|
)
|
|
$
|
919.5
|
|
Amortization of prior service costs (benefit)
|
(0.6
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
|||
Amortization of net actuarial loss (gain)
|
(46.9
|
)
|
|
0.3
|
|
|
(46.6
|
)
|
|||
Current year actuarial loss (gain)
|
(39.3
|
)
|
|
(2.7
|
)
|
|
(42.0
|
)
|
|||
Foreign currency exchange rate change
|
2.5
|
|
|
(0.8
|
)
|
|
1.7
|
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2015
|
$
|
842.7
|
|
|
$
|
(10.4
|
)
|
|
$
|
832.3
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Amortization of net prior service cost (gain)
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Amortization of actuarial net loss (gain)
|
$
|
(11.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(11.2
|
)
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
Settlement discount rate
(1)
|
3.70%
|
|
4.15%
|
|
4.57%
|
|
4.79%
|
|
4.18%
|
|
4.12%
|
Rate of compensation increase
|
2.50%
|
|
N/A
|
|
2.50%
|
|
N/A
|
|
2.50%
|
|
N/A
|
Expected return on plan assets
(2)
|
5.46%
|
|
N/A
|
|
6.16%
|
|
N/A
|
|
5.83%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 7.7% in 2015 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.7% in 2014 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.9% in 2013 to 4.5% in 2028
|
(1)
|
The decrease in the weighted-average discount rates used for our defined benefit pension plans and postretirement plans at
December 31, 2015
, from
December 31, 2014
, largely resulted from expectations for global GDP growth at a slower rate than prior years, along with global deflationary factors.
|
(2)
|
We develop our long term expected return on assets ("EROA") assumptions annually with input from independent investment specialists including our actuaries, investment consultants and other specialists. Each EROA assumption is based on historical data, including historical returns, historical market rates and is calculated for each plan's individual asset class. The calculation includes inputs for interest, inflation, credit, and risk premium (active investment management) rates and fees paid to service providers. We consider our EROA to be a significant management estimate. Any material changes in the inputs to our methodology used in calculating our EROA could have a significant impact on our reported defined benefit pension plans' expense.
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
Settlement discount rate
|
3.82%
|
|
4.05%
|
|
3.70%
|
|
4.15%
|
Rate of compensation increase
|
2.00%
|
|
N/A
|
|
2.50%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 7.7% in 2016 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.7% in 2015 to 4.5% in 2028
|
|
1% point
increase
(unfavorable)
|
|
1% point
decrease
favorable
|
||||
|
(In millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
(1.3
|
)
|
|
$
|
1.0
|
|
Effect on postretirement benefit obligations
|
$
|
(19.5
|
)
|
|
$
|
16.7
|
|
(1)
|
optimize the long-term return on plan assets at an acceptable level of risk and manage projected future cash contributions;
|
(2)
|
maintain a broad diversification across asset classes and among investment managers;
|
(3)
|
manage the risk level of the plan's assets in relation to the plans' liabilities
|
|
Target
allocations
|
|
Actual
allocations
|
Equities
|
27.8%
|
|
29.8%
|
Fixed income
|
53.3%
|
|
51.7%
|
Hedge funds
|
6.1%
|
|
6.3%
|
Real estate
|
3.7%
|
|
3.7%
|
Other
|
9.1%
|
|
8.5%
|
•
|
Cash and short-term instruments—Includes cash, trades awaiting settlement, bank deposits, short-term bills and short-term notes. Our "trades awaiting settlement" category includes payables and receivables associated with asset purchases and sales that are awaiting final cash settlement as of year end due to the use of trade date accounting for our pension plans assets. These payables normally settle within a few business days of the purchase or sale of the respective asset. The respective assets are included in or removed from our year end plan assets and categorized in their respective asset categories in the fair value hierarchy below. We include these items in Level 1 of this hierarchy, as the values are derived from quoted prices in active markets. Short-
|
•
|
Debt securities—Includes various government and corporate fixed income securities, interest and inflation-linked assets such as bonds and swaps, collateralized securities, and other debt securities. The majority of the plans' fixed income assets trade on "over the counter" exchanges, which provides observable inputs that are the primary data used to determine each individual investment's fair value. We also use independent pricing vendors, as well as matrix pricing techniques. Matrix pricing uses observable data from other similar investments as the primary input to determine the individual security's fair value. Government and corporate fixed income securities are generally classified as Level 2 in the fair value hierarchy as they are valued using observable inputs. Assets included in our collateralized securities include mortgage backed securities and collateralized mortgage obligations, which are considered Level 3 due to the use of the significant unobservable inputs used in deriving these assets' fair values.
|
•
|
Equities—Includes publicly traded common and other equity-like holdings, primarily publicly traded common stock and real estate investment trusts. Equity assets are well diversified between international and domestic investments. We consider equities quoted on public exchanges as Level 1 while other assets that are not quoted on public exchanges but valued using significant observable inputs as Level 2 depending on the individual asset's characteristics.
|
•
|
NAV per share practical expedient—Includes our debt funds, equity funds, hedge fund of funds, real estate fund holdings and private equity funds. The market values for these funds are based on the net asset values multiplied by the number of shares owned.
|
•
|
Other—Includes repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan, venture capital, and private equity. Repurchase agreements are agreements where our plan has created an asset exposure using borrowed assets, creating a repurchase agreement liability, to facilitate the trade. The assets associated with the repurchase agreement are included in the other category in the fair value hierarchy, and the repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets. When determining the presentation of our target and asset allocations for repurchase agreements, we are viewing the asset type, as opposed to the investment vehicle, and accordingly include the associated assets within fixed income, specifically interest and inflation linked assets. We include recoverable tax items in Level 1 of this hierarchy, as these are cash receivables and the values are derived from quoted prices in active markets. Private equity is included in Level 3 as the values are based upon the use of unobservable inputs.
|
|
|
|
Fair value measurements as of December 31, 2015
|
||||||||||||
|
Total at
December 31, 2015 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
109.9
|
|
|
$
|
109.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
(20.5
|
)
|
|
(20.5
|
)
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
1,578.7
|
|
|
—
|
|
|
1,578.7
|
|
|
—
|
|
||||
Corporate debt securities
|
317.7
|
|
|
—
|
|
|
317.7
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
1,047.0
|
|
|
—
|
|
|
1,010.1
|
|
|
36.9
|
|
||||
Collateralized debt securities
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
674.2
|
|
|
674.2
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Repurchase agreements
|
(1,652.0
|
)
|
|
(1,652.0
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Private Equity
|
206.7
|
|
|
—
|
|
|
—
|
|
|
206.7
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
2,279.9
|
|
|
$
|
(887.7
|
)
|
|
$
|
2,920.4
|
|
|
$
|
247.2
|
|
|
Total at
December 31, 2015 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
2,279.9
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
630.7
|
|
|
Equity funds
|
350.6
|
|
|
Real estate funds
|
57.9
|
|
|
Hedge funds of funds
|
130.5
|
|
|
Private equity funds
|
73.6
|
|
|
Total fair value of plan assets
|
$
|
3,523.2
|
|
|
|
|
Fair value measurements as of December 31, 2014
(1)
|
||||||||||||
|
Total at
December 31, 2014 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
108.3
|
|
|
$
|
108.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
(8.3
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
25.3
|
|
|
—
|
|
|
25.3
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
1,137.5
|
|
|
—
|
|
|
1,137.5
|
|
|
—
|
|
||||
Corporate debt securities
|
410.4
|
|
|
—
|
|
|
410.1
|
|
|
0.3
|
|
||||
Interest and inflation linked assets
|
1,149.7
|
|
|
—
|
|
|
1,105.7
|
|
|
44.0
|
|
||||
Collateralized debt securities
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
693.9
|
|
|
693.9
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Repurchase agreements
|
(1,185.8
|
)
|
|
(1,185.8
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Private equity
|
68.4
|
|
|
—
|
|
|
—
|
|
|
68.4
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
2,407.3
|
|
|
$
|
(391.2
|
)
|
|
$
|
2,678.6
|
|
|
$
|
119.9
|
|
(1)
|
Amounts have been adjusted to reflect the change in presentation for investments using the NAV per share practical expedient and are excluded from the fair value hierarchy and level 3 rollforward. See reconciliation below and
Note 2, "New Accounting Pronouncements"
for further discussion.
|
|
Total at
December 31, 2014 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
2,407.3
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
298.0
|
|
|
Equity funds
|
572.1
|
|
|
Real estate funds
|
65.2
|
|
|
Hedge funds of funds
|
269.5
|
|
|
Private equity
|
55.5
|
|
|
Total fair value of plan assets
|
$
|
3,667.6
|
|
|
Amount
(1)
|
||
|
(In millions)
|
||
Balance at December 31, 2013
|
$
|
33.1
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
0.5
|
|
|
Unrealized gain (loss) included in AOCI
|
21.4
|
|
|
Purchases, issuances, settlements
|
63.9
|
|
|
Transfers in/(out) of Level 3
|
8.1
|
|
|
Foreign exchange translation (loss)/gain
|
(7.1
|
)
|
|
Balance at December 31, 2014
|
$
|
119.9
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
—
|
|
|
Unrealized gain (loss) included in AOCI
|
(2.4
|
)
|
|
Purchases, issuances, settlements
|
141.2
|
|
|
Transfers in/(out) of Level 3
|
—
|
|
|
Foreign exchange translation (loss)/gain
|
(11.5
|
)
|
|
Balance at December 31, 2015
|
$
|
247.2
|
|
(1)
|
Amounts have been adjusted to reflect the change in presentation for investments using the NAV per share practical expedient and are excluded from the fair value hierarchy and level 3 rollforward. See reconciliation above and
Note 2, "New Accounting Pronouncements"
for further discussion.
|
Expected benefit payments
|
|
Pension
|
|
OPEB
|
||||
|
|
(In millions)
|
||||||
2016
|
|
$
|
189.9
|
|
|
$
|
6.6
|
|
2017
|
|
$
|
193.4
|
|
|
$
|
6.8
|
|
2018
|
|
$
|
196.6
|
|
|
$
|
7.0
|
|
2019
|
|
$
|
199.4
|
|
|
$
|
7.1
|
|
2020
|
|
$
|
202.1
|
|
|
$
|
7.2
|
|
2021-2025
|
|
$
|
1,113.7
|
|
|
$
|
42.6
|
|
|
|
|
Fair value measurements as of December 31, 2015
|
||||||||||||
|
Total at
December 31, 2015 |
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Equities
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
3.8
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total—Corporate
|
$
|
3.8
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements as of December 31, 2014
|
||||||||||||
|
Total at
December 31, 2014 |
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Equities
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
4.7
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total—Corporate
|
$
|
4.7
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
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
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2014 |
||||||||||||
|
Total at
December 31, 2014
|
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Interest rate swaps
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
Foreign currency forwards
|
31.6
|
|
|
—
|
|
|
31.6
|
|
|
—
|
|
||||
Commodity swaps
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
||||
Total
|
$
|
20.5
|
|
|
$
|
—
|
|
|
$
|
20.5
|
|
|
$
|
—
|
|
|
|
||||||||||||||
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||
|
|
|
Balance sheet location
|
|
Fair value
|
|
Balance sheet location
|
|
Fair value
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||||||
Interest rate swaps
|
$
|
844.2
|
|
|
Other current assets
|
|
$
|
—
|
|
|
Accounts payable and other current liabilities
|
|
$
|
(13.0
|
)
|
|
|
|
Other non-current assets
|
|
10.8
|
|
|
Other liabilities
|
|
—
|
|
||||
Foreign currency forwards
|
$
|
343.4
|
|
|
Other current assets
|
|
19.5
|
|
|
Accounts payable and other current liabilities
|
|
—
|
|
||
|
|
|
Other non-current assets
|
|
12.1
|
|
|
Other liabilities
|
|
—
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
42.4
|
|
|
|
|
$
|
(13.0
|
)
|
|||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Commodity swaps
|
$
|
111.1
|
|
|
Other current assets
|
|
$
|
0.2
|
|
|
Accounts payable and other current liabilities
|
|
$
|
(4.9
|
)
|
|
|
|
Other non-current assets
|
|
0.4
|
|
|
Other liabilities
|
|
(4.6
|
)
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
0.6
|
|
|
|
|
$
|
(9.5
|
)
|
For the year ended December 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
|
$
|
(19.3
|
)
|
|
Interest expense, net
|
|
$
|
(2.0
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
26.3
|
|
|
Other income (expense), net
|
|
(11.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
Cost of goods sold
|
|
21.0
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
$
|
7.0
|
|
|
|
|
$
|
7.1
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
|||||||||||||||
Derivatives in net investment hedge relationships
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Cross currency swaps
|
$
|
16.0
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
$
|
16.0
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
|||||
Derivatives in fair value hedge relationships
|
Amount of gain (loss) recognized in income on derivative
|
|
Location of gain (loss) recognized in income
|
||
Interest rate swaps
|
$
|
8.0
|
|
|
Interest expense, net
|
Total
|
$
|
8.0
|
|
|
|
For the year ended December 31, 2014
|
|||||||||||||||
Derivatives in cash flow hedge relationships
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
$
|
(13.3
|
)
|
|
Interest expense, net
|
|
$
|
(1.5
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
10.1
|
|
|
Other income (expense), net
|
|
(5.5
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
Cost of goods sold
|
|
2.8
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
0.5
|
|
|
Cost of goods sold
|
|
0.4
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
$
|
(2.7
|
)
|
|
|
|
$
|
(3.8
|
)
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2014
|
|||||||||||||||
Derivatives in net investment hedge relationships
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Cross currency swaps
|
$
|
6.5
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
$
|
6.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2013
|
|||||||||||||||
Derivatives in cash flow hedge relationships
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(1.6
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
28.9
|
|
|
Other income (expense), net
|
|
2.2
|
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
Cost of goods sold
|
|
5.2
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
0.1
|
|
|
Cost of goods sold
|
|
(0.3
|
)
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
$
|
29.0
|
|
|
|
|
$
|
5.5
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2013
|
|||||||||||||||
Derivatives in net investment hedge relationships
|
Amount of gain
(loss) recognized in OCI on derivative (effective portion) |
|
Location of gain
(loss) reclassified from AOCI into income (effective portion) |
|
Amount of gain
(loss) recognized from AOCI on derivative (effective portion) |
|
Location of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
|
Amount of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||
Cross currency swaps
|
$
|
29.6
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
€120 million term loan due 2016
|
0.1
|
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
$
|
29.7
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(19.9
|
)
|
Foreign currency swaps
|
|
Other income (expense), net
|
|
0.1
|
|
|
Total
|
|
|
|
$
|
(19.8
|
)
|
For the year ended December 31, 2014
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(8.1
|
)
|
Total
|
|
|
|
$
|
(8.1
|
)
|
For the year ended December 31, 2013
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Equity conversion feature of debt
|
|
Interest expense, net
|
|
$
|
(5.4
|
)
|
|
|
Other income (expense), net
|
|
(1.1
|
)
|
|
Commodity swaps
|
|
Cost of goods sold
|
|
(5.1
|
)
|
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
3.9
|
|
|
Total
|
|
|
|
$
|
(7.7
|
)
|
|
As of
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Accounts payable and accrued trade payables
|
$
|
559.6
|
|
|
$
|
618.0
|
|
Accrued compensation
|
82.3
|
|
|
106.1
|
|
||
Accrued excise and other non-income related taxes
|
201.6
|
|
|
215.0
|
|
||
Accrued interest
|
21.3
|
|
|
27.9
|
|
||
Accrued selling and marketing costs
|
100.3
|
|
|
126.6
|
|
||
Container liability
|
70.2
|
|
|
82.5
|
|
||
Other
(1)
|
149.1
|
|
|
128.9
|
|
||
Accounts payable and other current liabilities
|
$
|
1,184.4
|
|
|
$
|
1,305.0
|
|
(1)
|
Includes current liabilities related to derivatives, income taxes, pensions and other postretirement benefits and other accrued expenses.
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2016
|
|
$
|
413.3
|
|
2017
|
|
286.6
|
|
|
2018
|
|
267.6
|
|
|
2019
|
|
272.0
|
|
|
2020
|
|
254.1
|
|
|
Thereafter
|
|
701.3
|
|
|
Total
|
|
$
|
2,194.9
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2016
|
|
$
|
70.2
|
|
2017
|
|
72.8
|
|
|
2018
|
|
72.5
|
|
|
2019
|
|
49.0
|
|
|
2020
|
|
26.4
|
|
|
Thereafter
|
|
115.3
|
|
|
Total
|
|
$
|
406.2
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2016
|
|
$
|
30.7
|
|
2017
|
|
24.6
|
|
|
2018
|
|
18.7
|
|
|
2019
|
|
14.9
|
|
|
2020
|
|
10.0
|
|
|
Thereafter
|
|
19.6
|
|
|
Total
|
|
$
|
118.5
|
|
|
Total indemnity
reserves
|
||
|
(In millions)
|
||
Balance at December 29, 2012
|
$
|
27.9
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(3.8
|
)
|
|
Balance at December 31, 2013
|
$
|
24.1
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(2.5
|
)
|
|
Balance at December 31, 2014
|
$
|
21.6
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(7.2
|
)
|
|
Balance at December 31, 2015
|
$
|
14.4
|
|
|
For the years ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||
Adjustments to Kaiser indemnity liabilities due to foreign exchange gains and losses
|
$
|
3.9
|
|
|
$
|
0.5
|
|
|
$
|
2.0
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
3.9
|
|
|
$
|
0.5
|
|
|
$
|
2.0
|
|
•
|
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
2.64%
risk-free rate of return.
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
28.2
|
|
|
$
|
2,070.4
|
|
|
$
|
3,141.3
|
|
|
$
|
(112.5
|
)
|
|
$
|
5,127.4
|
|
Excise taxes
|
—
|
|
|
(473.9
|
)
|
|
(1,086.0
|
)
|
|
—
|
|
|
(1,559.9
|
)
|
|||||
Net sales
|
28.2
|
|
|
1,596.5
|
|
|
2,055.3
|
|
|
(112.5
|
)
|
|
3,567.5
|
|
|||||
Cost of goods sold
|
—
|
|
|
(902.9
|
)
|
|
(1,340.8
|
)
|
|
80.2
|
|
|
(2,163.5
|
)
|
|||||
Gross profit
|
28.2
|
|
|
693.6
|
|
|
714.5
|
|
|
(32.3
|
)
|
|
1,404.0
|
|
|||||
Marketing, general and administrative expenses
|
(131.0
|
)
|
|
(371.9
|
)
|
|
(581.2
|
)
|
|
32.3
|
|
|
(1,051.8
|
)
|
|||||
Special items, net
|
—
|
|
|
(27.2
|
)
|
|
(319.5
|
)
|
|
—
|
|
|
(346.7
|
)
|
|||||
Equity income (loss) in subsidiaries
|
432.8
|
|
|
(449.8
|
)
|
|
183.4
|
|
|
(166.4
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
516.3
|
|
|
—
|
|
|
—
|
|
|
516.3
|
|
|||||
Operating income (loss)
|
330.0
|
|
|
361.0
|
|
|
(2.8
|
)
|
|
(166.4
|
)
|
|
521.8
|
|
|||||
Interest income (expense), net
|
(67.5
|
)
|
|
290.1
|
|
|
(334.6
|
)
|
|
—
|
|
|
(112.0
|
)
|
|||||
Other income (expense), net
|
(7.4
|
)
|
|
6.3
|
|
|
2.0
|
|
|
—
|
|
|
0.9
|
|
|||||
Income (loss) from continuing operations before income taxes
|
255.1
|
|
|
657.4
|
|
|
(335.4
|
)
|
|
(166.4
|
)
|
|
410.7
|
|
|||||
Income tax benefit (expense)
|
104.4
|
|
|
(214.5
|
)
|
|
58.3
|
|
|
—
|
|
|
(51.8
|
)
|
|||||
Net income (loss) from continuing operations
|
359.5
|
|
|
442.9
|
|
|
(277.1
|
)
|
|
(166.4
|
)
|
|
358.9
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Net income (loss) including noncontrolling interests
|
359.5
|
|
|
442.9
|
|
|
(273.2
|
)
|
|
(166.4
|
)
|
|
362.8
|
|
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
359.5
|
|
|
$
|
442.9
|
|
|
$
|
(276.5
|
)
|
|
$
|
(166.4
|
)
|
|
$
|
359.5
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(437.0
|
)
|
|
$
|
(294.5
|
)
|
|
$
|
(450.6
|
)
|
|
$
|
745.1
|
|
|
$
|
(437.0
|
)
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
16.8
|
|
|
$
|
2,437.3
|
|
|
$
|
3,585.5
|
|
|
$
|
(112.1
|
)
|
|
$
|
5,927.5
|
|
Excise taxes
|
—
|
|
|
(558.0
|
)
|
|
(1,223.2
|
)
|
|
—
|
|
|
(1,781.2
|
)
|
|||||
Net sales
|
16.8
|
|
|
1,879.3
|
|
|
2,362.3
|
|
|
(112.1
|
)
|
|
4,146.3
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,044.7
|
)
|
|
(1,540.4
|
)
|
|
91.8
|
|
|
(2,493.3
|
)
|
|||||
Gross profit
|
16.8
|
|
|
834.6
|
|
|
821.9
|
|
|
(20.3
|
)
|
|
1,653.0
|
|
|||||
Marketing, general and administrative expenses
|
(123.8
|
)
|
|
(426.4
|
)
|
|
(634.0
|
)
|
|
20.3
|
|
|
(1,163.9
|
)
|
|||||
Special items, net
|
(0.3
|
)
|
|
(21.4
|
)
|
|
(302.7
|
)
|
|
—
|
|
|
(324.4
|
)
|
|||||
Equity income (loss) in subsidiaries
|
602.3
|
|
|
(287.3
|
)
|
|
227.1
|
|
|
(542.1
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
561.8
|
|
|
—
|
|
|
—
|
|
|
561.8
|
|
|||||
Operating income (loss)
|
495.0
|
|
|
661.3
|
|
|
112.3
|
|
|
(542.1
|
)
|
|
726.5
|
|
|||||
Interest income (expense), net
|
(78.9
|
)
|
|
240.3
|
|
|
(295.1
|
)
|
|
—
|
|
|
(133.7
|
)
|
|||||
Other income (expense), net
|
(2.1
|
)
|
|
(1.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
414.0
|
|
|
900.4
|
|
|
(186.0
|
)
|
|
(542.1
|
)
|
|
586.3
|
|
|||||
Income tax benefit (expense)
|
100.0
|
|
|
(158.9
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
(69.0
|
)
|
|||||
Net income (loss) from continuing operations
|
514.0
|
|
|
741.5
|
|
|
(196.1
|
)
|
|
(542.1
|
)
|
|
517.3
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Net income (loss) including noncontrolling interests
|
514.0
|
|
|
741.5
|
|
|
(195.6
|
)
|
|
(542.1
|
)
|
|
517.8
|
|
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
514.0
|
|
|
$
|
741.5
|
|
|
$
|
(199.4
|
)
|
|
$
|
(542.1
|
)
|
|
$
|
514.0
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(539.3
|
)
|
|
$
|
(162.7
|
)
|
|
$
|
(786.1
|
)
|
|
$
|
948.8
|
|
|
$
|
(539.3
|
)
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
27.5
|
|
|
$
|
2,685.1
|
|
|
$
|
3,458.9
|
|
|
$
|
(171.9
|
)
|
|
$
|
5,999.6
|
|
Excise taxes
|
—
|
|
|
(619.9
|
)
|
|
(1,173.6
|
)
|
|
—
|
|
|
(1,793.5
|
)
|
|||||
Net sales
|
27.5
|
|
|
2,065.2
|
|
|
2,285.3
|
|
|
(171.9
|
)
|
|
4,206.1
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,121.4
|
)
|
|
(1,564.1
|
)
|
|
139.9
|
|
|
(2,545.6
|
)
|
|||||
Gross profit
|
27.5
|
|
|
943.8
|
|
|
721.2
|
|
|
(32.0
|
)
|
|
1,660.5
|
|
|||||
Marketing, general and administrative expenses
|
(117.4
|
)
|
|
(464.5
|
)
|
|
(643.9
|
)
|
|
32.0
|
|
|
(1,193.8
|
)
|
|||||
Special items, net
|
(2.8
|
)
|
|
(30.7
|
)
|
|
(166.5
|
)
|
|
—
|
|
|
(200.0
|
)
|
|||||
Equity income (loss) in subsidiaries
|
668.5
|
|
|
(375.1
|
)
|
|
251.4
|
|
|
(544.8
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
539.0
|
|
|
—
|
|
|
—
|
|
|
539.0
|
|
|||||
Operating income (loss)
|
575.8
|
|
|
612.5
|
|
|
162.2
|
|
|
(544.8
|
)
|
|
805.7
|
|
|||||
Interest income (expense), net
|
(99.5
|
)
|
|
374.0
|
|
|
(444.6
|
)
|
|
—
|
|
|
(170.1
|
)
|
|||||
Other income (expense), net
|
(4.4
|
)
|
|
27.0
|
|
|
(3.7
|
)
|
|
—
|
|
|
18.9
|
|
|||||
Income (loss) from continuing operations before income taxes
|
471.9
|
|
|
1,013.5
|
|
|
(286.1
|
)
|
|
(544.8
|
)
|
|
654.5
|
|
|||||
Income tax benefit (expense)
|
95.4
|
|
|
(232.7
|
)
|
|
53.3
|
|
|
—
|
|
|
(84.0
|
)
|
|||||
Net income (loss) from continuing operations
|
567.3
|
|
|
780.8
|
|
|
(232.8
|
)
|
|
(544.8
|
)
|
|
570.5
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||||
Net income (loss) including noncontrolling interests
|
567.3
|
|
|
780.8
|
|
|
(230.8
|
)
|
|
(544.8
|
)
|
|
572.5
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
567.3
|
|
|
$
|
780.8
|
|
|
$
|
(236.0
|
)
|
|
$
|
(544.8
|
)
|
|
$
|
567.3
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
760.2
|
|
|
$
|
1,033.7
|
|
|
$
|
134.9
|
|
|
$
|
(1,168.6
|
)
|
|
$
|
760.2
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
146.4
|
|
|
$
|
106.2
|
|
|
$
|
178.3
|
|
|
$
|
—
|
|
|
$
|
430.9
|
|
Accounts receivable, net
|
—
|
|
|
120.4
|
|
|
304.3
|
|
|
—
|
|
|
424.7
|
|
|||||
Other receivables, net
|
8.7
|
|
|
33.5
|
|
|
59.0
|
|
|
—
|
|
|
101.2
|
|
|||||
Total inventories
|
—
|
|
|
61.6
|
|
|
117.7
|
|
|
—
|
|
|
179.3
|
|
|||||
Other current assets, net
|
45.6
|
|
|
22.4
|
|
|
54.7
|
|
|
—
|
|
|
122.7
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
3,796.7
|
|
|
5.5
|
|
|
(3,802.2
|
)
|
|
—
|
|
|||||
Total current assets
|
200.7
|
|
|
4,140.8
|
|
|
719.5
|
|
|
(3,802.2
|
)
|
|
1,258.8
|
|
|||||
Properties, net
|
20.4
|
|
|
578.7
|
|
|
991.7
|
|
|
—
|
|
|
1,590.8
|
|
|||||
Goodwill
|
—
|
|
|
225.3
|
|
|
1,758.0
|
|
|
—
|
|
|
1,983.3
|
|
|||||
Other intangibles, net
|
—
|
|
|
2,954.2
|
|
|
1,791.5
|
|
|
—
|
|
|
4,745.7
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,441.0
|
|
|
—
|
|
|
—
|
|
|
2,441.0
|
|
|||||
Net investment in and advances to subsidiaries
|
12,394.3
|
|
|
3,459.1
|
|
|
4,765.1
|
|
|
(20,618.5
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
37.7
|
|
|
—
|
|
|
0.1
|
|
|
(17.6
|
)
|
|
20.2
|
|
|||||
Other assets, net
|
14.0
|
|
|
115.4
|
|
|
107.1
|
|
|
—
|
|
|
236.5
|
|
|||||
Total assets
|
$
|
12,667.1
|
|
|
$
|
13,914.5
|
|
|
$
|
10,133.0
|
|
|
$
|
(24,438.3
|
)
|
|
$
|
12,276.3
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
72.7
|
|
|
$
|
332.0
|
|
|
$
|
779.7
|
|
|
$
|
—
|
|
|
$
|
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
|
|
|
70.6
|
|
|
79.0
|
|
|
(3,802.2
|
)
|
|
—
|
|
|||||
Total current liabilities
|
3,725.3
|
|
|
402.6
|
|
|
891.5
|
|
|
(3,802.2
|
)
|
|
1,217.2
|
|
|||||
Long-term debt
|
1,902.1
|
|
|
1,006.6
|
|
|
—
|
|
|
—
|
|
|
2,908.7
|
|
|||||
Pension and postretirement benefits
|
3.3
|
|
|
184.3
|
|
|
14.3
|
|
|
—
|
|
|
201.9
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
215.7
|
|
|
601.7
|
|
|
(17.6
|
)
|
|
799.8
|
|
|||||
Other liabilities
|
6.5
|
|
|
25.1
|
|
|
43.7
|
|
|
—
|
|
|
75.3
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|||||
Intercompany notes payable
|
—
|
|
|
0.5
|
|
|
4,758.8
|
|
|
(4,759.3
|
)
|
|
—
|
|
|||||
Total liabilities
|
5,637.2
|
|
|
1,834.8
|
|
|
6,320.3
|
|
|
(8,579.1
|
)
|
|
5,213.2
|
|
|||||
MCBC stockholders' equity
|
7,031.0
|
|
|
16,837.4
|
|
|
3,793.1
|
|
|
(20,618.5
|
)
|
|
7,043.0
|
|
|||||
Intercompany notes receivable
|
(1.1
|
)
|
|
(4,757.7
|
)
|
|
(0.5
|
)
|
|
4,759.3
|
|
|
—
|
|
|||||
Total stockholders' equity
|
7,029.9
|
|
|
12,079.7
|
|
|
3,792.6
|
|
|
(15,859.2
|
)
|
|
7,043.0
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|
20.1
|
|
|||||
Total equity
|
7,029.9
|
|
|
12,079.7
|
|
|
3,812.7
|
|
|
(15,859.2
|
)
|
|
7,063.1
|
|
|||||
Total liabilities and equity
|
$
|
12,667.1
|
|
|
$
|
13,914.5
|
|
|
$
|
10,133.0
|
|
|
$
|
(24,438.3
|
)
|
|
$
|
12,276.3
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
40.9
|
|
|
$
|
173.2
|
|
|
$
|
410.5
|
|
|
$
|
—
|
|
|
$
|
624.6
|
|
Accounts receivable, net
|
2.3
|
|
|
153.8
|
|
|
371.6
|
|
|
—
|
|
|
527.7
|
|
|||||
Other receivables, net
|
17.4
|
|
|
32.0
|
|
|
44.6
|
|
|
—
|
|
|
94.0
|
|
|||||
Total inventories
|
—
|
|
|
71.5
|
|
|
130.7
|
|
|
—
|
|
|
202.2
|
|
|||||
Other current assets, net
|
5.6
|
|
|
30.8
|
|
|
65.0
|
|
|
—
|
|
|
101.4
|
|
|||||
Deferred tax assets
|
2.2
|
|
|
—
|
|
|
31.6
|
|
|
(6.6
|
)
|
|
27.2
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
3,190.4
|
|
|
—
|
|
|
(3,190.4
|
)
|
|
—
|
|
|||||
Total current assets
|
68.4
|
|
|
3,651.7
|
|
|
1,054.0
|
|
|
(3,197.0
|
)
|
|
1,577.1
|
|
|||||
Properties, net
|
26.9
|
|
|
718.5
|
|
|
1,052.6
|
|
|
—
|
|
|
1,798.0
|
|
|||||
Goodwill
|
—
|
|
|
268.4
|
|
|
1,923.2
|
|
|
—
|
|
|
2,191.6
|
|
|||||
Other intangibles, net
|
—
|
|
|
3,536.9
|
|
|
2,218.9
|
|
|
—
|
|
|
5,755.8
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,388.6
|
|
|
—
|
|
|
—
|
|
|
2,388.6
|
|
|||||
Net investment in and advances to subsidiaries
|
12,582.8
|
|
|
3,108.4
|
|
|
5,384.6
|
|
|
(21,075.8
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
21.3
|
|
|
13.1
|
|
|
1.2
|
|
|
22.6
|
|
|
58.2
|
|
|||||
Other assets, net
|
17.8
|
|
|
104.6
|
|
|
88.4
|
|
|
—
|
|
|
210.8
|
|
|||||
Total assets
|
$
|
12,717.2
|
|
|
$
|
13,790.2
|
|
|
$
|
11,722.9
|
|
|
$
|
(24,250.2
|
)
|
|
$
|
13,980.1
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
61.9
|
|
|
$
|
372.5
|
|
|
$
|
870.6
|
|
|
$
|
—
|
|
|
$
|
1,305.0
|
|
Deferred tax liabilities
|
—
|
|
|
171.4
|
|
|
—
|
|
|
(6.6
|
)
|
|
164.8
|
|
|||||
Current portion of long-term debt and short-term borrowings
|
—
|
|
|
773.8
|
|
|
75.2
|
|
|
—
|
|
|
849.0
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|||||
Intercompany accounts payable
|
2,881.1
|
|
|
83.8
|
|
|
225.5
|
|
|
(3,190.4
|
)
|
|
—
|
|
|||||
Total current liabilities
|
2,943.0
|
|
|
1,401.5
|
|
|
1,177.4
|
|
|
(3,197.0
|
)
|
|
2,324.9
|
|
|||||
Long-term debt
|
1,892.6
|
|
|
428.7
|
|
|
—
|
|
|
—
|
|
|
2,321.3
|
|
|||||
Pension and postretirement benefits
|
2.9
|
|
|
239.6
|
|
|
300.4
|
|
|
—
|
|
|
542.9
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
761.7
|
|
|
22.6
|
|
|
784.3
|
|
|||||
Other liabilities
|
16.6
|
|
|
42.5
|
|
|
46.0
|
|
|
—
|
|
|
105.1
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
|||||
Intercompany notes payable
|
—
|
|
|
324.0
|
|
|
5,663.9
|
|
|
(5,987.9
|
)
|
|
—
|
|
|||||
Total liabilities
|
4,855.1
|
|
|
2,436.3
|
|
|
7,964.9
|
|
|
(9,162.3
|
)
|
|
6,094.0
|
|
|||||
MCBC stockholders' equity
|
7,863.3
|
|
|
17,016.6
|
|
|
4,059.2
|
|
|
(21,075.8
|
)
|
|
7,863.3
|
|
|||||
Intercompany notes receivable
|
(1.2
|
)
|
|
(5,662.7
|
)
|
|
(324.0
|
)
|
|
5,987.9
|
|
|
—
|
|
|||||
Total stockholders' equity
|
7,862.1
|
|
|
11,353.9
|
|
|
3,735.2
|
|
|
(15,087.9
|
)
|
|
7,863.3
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
|
22.8
|
|
|||||
Total equity
|
7,862.1
|
|
|
11,353.9
|
|
|
3,758.0
|
|
|
(15,087.9
|
)
|
|
7,886.1
|
|
|||||
Total liabilities and equity
|
$
|
12,717.2
|
|
|
$
|
13,790.2
|
|
|
$
|
11,722.9
|
|
|
$
|
(24,250.2
|
)
|
|
$
|
13,980.1
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
578.6
|
|
|
$
|
691.8
|
|
|
$
|
(220.4
|
)
|
|
$
|
(353.6
|
)
|
|
$
|
696.4
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(13.9
|
)
|
|
(70.2
|
)
|
|
(190.9
|
)
|
|
—
|
|
|
(275.0
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
0.7
|
|
|
11.1
|
|
|
—
|
|
|
11.8
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(91.2
|
)
|
|
—
|
|
|
(91.2
|
)
|
|||||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,442.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,442.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,441.1
|
|
|
—
|
|
|
—
|
|
|
1,441.1
|
|
|||||
Net intercompany investing activity
|
(56.3
|
)
|
|
(134.2
|
)
|
|
270.7
|
|
|
(80.2
|
)
|
|
—
|
|
|||||
Other
|
33.4
|
|
|
(10.7
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
12.6
|
|
|||||
Net cash provided by (used in) investing activities
|
(36.8
|
)
|
|
(216.0
|
)
|
|
(1.7
|
)
|
|
(80.2
|
)
|
|
(334.7
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
34.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.6
|
|
|||||
Excess tax benefits from share-based compensation
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Dividends paid
|
(271.7
|
)
|
|
(306.5
|
)
|
|
(78.8
|
)
|
|
353.6
|
|
|
(303.4
|
)
|
|||||
Payments for purchase of treasury stock
|
(150.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150.1
|
)
|
|||||
Payments on debt and borrowings
|
—
|
|
|
(676.4
|
)
|
|
(25.0
|
)
|
|
—
|
|
|
(701.4
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
679.9
|
|
|
23.4
|
|
|
—
|
|
|
703.3
|
|
|||||
Debt issuance costs
|
(58.3
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(61.8
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Change in overdraft balances and other
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(45.8
|
)
|
|
—
|
|
|
(47.1
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
(214.4
|
)
|
|
134.2
|
|
|
80.2
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(436.3
|
)
|
|
(521.4
|
)
|
|
11.9
|
|
|
433.8
|
|
|
(512.0
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
105.5
|
|
|
(45.6
|
)
|
|
(210.2
|
)
|
|
—
|
|
|
(150.3
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(21.4
|
)
|
|
(22.0
|
)
|
|
—
|
|
|
(43.4
|
)
|
|||||
Balance at beginning of year
|
40.9
|
|
|
173.2
|
|
|
410.5
|
|
|
—
|
|
|
624.6
|
|
|||||
Balance at end of period
|
$
|
146.4
|
|
|
$
|
106.2
|
|
|
$
|
178.3
|
|
|
$
|
—
|
|
|
$
|
430.9
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
572.0
|
|
|
$
|
216.5
|
|
|
$
|
604.5
|
|
|
$
|
(120.4
|
)
|
|
$
|
1,272.6
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(11.9
|
)
|
|
(70.8
|
)
|
|
(176.8
|
)
|
|
—
|
|
|
(259.5
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
1.4
|
|
|
7.4
|
|
|
—
|
|
|
8.8
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,388.1
|
)
|
|
—
|
|
|
—
|
|
|
(1,388.1
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,382.5
|
|
|
—
|
|
|
—
|
|
|
1,382.5
|
|
|||||
Net intercompany investing activity
|
(37.4
|
)
|
|
279.3
|
|
|
280.4
|
|
|
(522.3
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
10.0
|
|
|
6.9
|
|
|
—
|
|
|
16.9
|
|
|||||
Net cash provided by (used in) investing activities
|
(49.3
|
)
|
|
214.3
|
|
|
117.9
|
|
|
(522.3
|
)
|
|
(239.4
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
44.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|||||
Excess tax benefits from share-based compensation
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|||||
Dividends paid
|
(242.5
|
)
|
|
(48.1
|
)
|
|
(103.4
|
)
|
|
120.4
|
|
|
(273.6
|
)
|
|||||
Payments on debt and borrowings
|
(1.1
|
)
|
|
(61.7
|
)
|
|
(11.6
|
)
|
|
—
|
|
|
(74.4
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|||||
Debt issuance costs
|
(1.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(65.2
|
)
|
|
—
|
|
|
—
|
|
|
(65.2
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
(379.6
|
)
|
|
—
|
|
|
(134.3
|
)
|
|
—
|
|
|
(513.9
|
)
|
|||||
Change in overdraft balances and other
|
—
|
|
|
—
|
|
|
69.6
|
|
|
—
|
|
|
69.6
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
(241.2
|
)
|
|
(281.1
|
)
|
|
522.3
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(572.4
|
)
|
|
(416.2
|
)
|
|
(456.1
|
)
|
|
642.7
|
|
|
(802.0
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(49.7
|
)
|
|
14.6
|
|
|
266.3
|
|
|
—
|
|
|
231.2
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(18.5
|
)
|
|
(30.4
|
)
|
|
—
|
|
|
(48.9
|
)
|
|||||
Balance at beginning of year
|
90.6
|
|
|
177.1
|
|
|
174.6
|
|
|
—
|
|
|
442.3
|
|
|||||
Balance at end of period
|
$
|
40.9
|
|
|
$
|
173.2
|
|
|
$
|
410.5
|
|
|
$
|
—
|
|
|
$
|
624.6
|
|
|
Parent
Guarantor and
2012 Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
660.9
|
|
|
$
|
392.2
|
|
|
$
|
698.9
|
|
|
$
|
(583.8
|
)
|
|
$
|
1,168.2
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(11.7
|
)
|
|
(70.7
|
)
|
|
(211.5
|
)
|
|
—
|
|
|
(293.9
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
33.0
|
|
|
20.6
|
|
|
—
|
|
|
53.6
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,186.5
|
)
|
|
—
|
|
|
—
|
|
|
(1,186.5
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,146.0
|
|
|
—
|
|
|
—
|
|
|
1,146.0
|
|
|||||
Net intercompany investing activity
|
(446.4
|
)
|
|
121.5
|
|
|
(72.9
|
)
|
|
397.8
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|||||
Net cash provided by (used in) investing activities
|
(458.1
|
)
|
|
43.3
|
|
|
(260.0
|
)
|
|
397.8
|
|
|
(277.0
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
88.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88.8
|
|
|||||
Excess tax benefits from share-based compensation
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|||||
Dividends paid
|
(206.5
|
)
|
|
(142.7
|
)
|
|
(469.2
|
)
|
|
583.8
|
|
|
(234.6
|
)
|
|||||
Payments on debt and borrowings
|
(578.0
|
)
|
|
(615.1
|
)
|
|
(139.1
|
)
|
|
—
|
|
|
(1,332.2
|
)
|
|||||
Proceeds from debt and borrowings
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
|||||
Debt issuance costs
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(119.4
|
)
|
|
—
|
|
|
—
|
|
|
(119.4
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
379.6
|
|
|
—
|
|
|
127.8
|
|
|
—
|
|
|
507.4
|
|
|||||
Change in overdraft balances and other
|
6.6
|
|
|
(0.2
|
)
|
|
2.1
|
|
|
—
|
|
|
8.5
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
519.3
|
|
|
(121.5
|
)
|
|
(397.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(302.0
|
)
|
|
(358.1
|
)
|
|
(585.1
|
)
|
|
186.0
|
|
|
(1,059.2
|
)
|
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(99.2
|
)
|
|
77.4
|
|
|
(146.2
|
)
|
|
—
|
|
|
(168.0
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(10.9
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(13.7
|
)
|
|||||
Balance at beginning of year
|
189.8
|
|
|
110.6
|
|
|
323.6
|
|
|
—
|
|
|
624.0
|
|
|||||
Balance at end of period
|
$
|
90.6
|
|
|
$
|
177.1
|
|
|
$
|
174.6
|
|
|
$
|
—
|
|
|
$
|
442.3
|
|
2015
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Sales
|
$
|
1,003.2
|
|
|
$
|
1,433.0
|
|
|
$
|
1,454.3
|
|
|
$
|
1,236.9
|
|
|
$
|
5,127.4
|
|
Excise taxes
|
(303.2
|
)
|
|
(427.3
|
)
|
|
(436.9
|
)
|
|
(392.5
|
)
|
|
(1,559.9
|
)
|
|||||
Net sales
|
700.0
|
|
|
1,005.7
|
|
|
1,017.4
|
|
|
844.4
|
|
|
3,567.5
|
|
|||||
Cost of goods sold
|
(454.8
|
)
|
|
(579.9
|
)
|
|
(585.9
|
)
|
|
(542.9
|
)
|
|
(2,163.5
|
)
|
|||||
Gross profit
|
$
|
245.2
|
|
|
$
|
425.8
|
|
|
$
|
431.5
|
|
|
$
|
301.5
|
|
|
$
|
1,404.0
|
|
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
79.2
|
|
|
$
|
229.3
|
|
|
$
|
13.7
|
|
|
$
|
33.4
|
|
|
$
|
355.6
|
|
Income (loss) from discontinued operations, net of tax
|
1.9
|
|
|
(0.3
|
)
|
|
2.9
|
|
|
(0.6
|
)
|
|
3.9
|
|
|||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
81.1
|
|
|
$
|
229.0
|
|
|
$
|
16.6
|
|
|
$
|
32.8
|
|
|
$
|
359.5
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.43
|
|
|
$
|
1.23
|
|
|
$
|
0.07
|
|
|
$
|
0.18
|
|
|
$
|
1.92
|
|
From discontinued operations
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.44
|
|
|
$
|
1.23
|
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
1.94
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.42
|
|
|
$
|
1.23
|
|
|
$
|
0.07
|
|
|
$
|
0.18
|
|
|
$
|
1.91
|
|
From discontinued operations
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.43
|
|
|
$
|
1.23
|
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
1.93
|
|
2014
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Sales
|
$
|
1,178.3
|
|
|
$
|
1,685.9
|
|
|
$
|
1,650.0
|
|
|
$
|
1,413.3
|
|
|
$
|
5,927.5
|
|
Excise taxes
|
(362.3
|
)
|
|
(497.4
|
)
|
|
(482.0
|
)
|
|
(439.5
|
)
|
|
(1,781.2
|
)
|
|||||
Net sales
|
816.0
|
|
|
1,188.5
|
|
|
1,168.0
|
|
|
973.8
|
|
|
4,146.3
|
|
|||||
Cost of goods sold
|
(523.2
|
)
|
|
(683.3
|
)
|
|
(666.6
|
)
|
|
(620.2
|
)
|
|
(2,493.3
|
)
|
|||||
Gross profit
|
$
|
292.8
|
|
|
$
|
505.2
|
|
|
$
|
501.4
|
|
|
$
|
353.6
|
|
|
$
|
1,653.0
|
|
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
165.3
|
|
|
$
|
290.7
|
|
|
$
|
(35.7
|
)
|
|
$
|
93.2
|
|
|
$
|
513.5
|
|
Income (loss) from discontinued operations, net of tax
|
(1.9
|
)
|
|
0.2
|
|
|
1.3
|
|
|
0.9
|
|
|
0.5
|
|
|||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
163.4
|
|
|
$
|
290.9
|
|
|
$
|
(34.4
|
)
|
|
$
|
94.1
|
|
|
$
|
514.0
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.90
|
|
|
$
|
1.57
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.50
|
|
|
$
|
2.78
|
|
From discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.89
|
|
|
$
|
1.57
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.50
|
|
|
$
|
2.78
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.89
|
|
|
$
|
1.56
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.50
|
|
|
$
|
2.76
|
|
From discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.88
|
|
|
$
|
1.56
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.50
|
|
|
$
|
2.76
|
|
(1)
|
The sum of the quarterly net income per share amounts may not agree to the full year net income per share amounts. We calculate net income per share based on the weighted average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
|