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(Mark One)
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly period ended September 30, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to ______ .
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DELAWARE
(State or other jurisdiction of incorporation or organization)
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84-0178360
(I.R.S. Employer Identification No.)
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1801 California Street, Suite 4600, Denver, Colorado, USA
1555 Notre Dame Street East, Montréal, Québec, Canada
(Address of principal executive offices)
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80202
H2L 2R5
(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30, 2016
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September 30, 2015
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September 30, 2016
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September 30, 2015
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||||||||
Sales
|
$
|
1,337.7
|
|
|
$
|
1,454.3
|
|
|
$
|
3,695.5
|
|
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$
|
3,890.5
|
|
Excise taxes
|
(390.1
|
)
|
|
(436.9
|
)
|
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(1,104.5
|
)
|
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(1,167.4
|
)
|
||||
Net sales
|
947.6
|
|
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1,017.4
|
|
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2,591.0
|
|
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2,723.1
|
|
||||
Cost of goods sold
|
(541.3
|
)
|
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(585.9
|
)
|
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(1,517.5
|
)
|
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(1,620.6
|
)
|
||||
Gross profit
|
406.3
|
|
|
431.5
|
|
|
1,073.5
|
|
|
1,102.5
|
|
||||
Marketing, general and administrative expenses
|
(278.9
|
)
|
|
(265.2
|
)
|
|
(843.4
|
)
|
|
(789.1
|
)
|
||||
Special items, net
|
4.9
|
|
|
(293.5
|
)
|
|
79.0
|
|
|
(335.8
|
)
|
||||
Equity income in MillerCoors
|
156.9
|
|
|
135.3
|
|
|
491.2
|
|
|
470.1
|
|
||||
Operating income (loss)
|
289.2
|
|
|
8.1
|
|
|
800.3
|
|
|
447.7
|
|
||||
Interest income (expense), net
|
(66.6
|
)
|
|
(26.8
|
)
|
|
(154.4
|
)
|
|
(86.6
|
)
|
||||
Other income (expense), net
|
0.8
|
|
|
3.7
|
|
|
(44.9
|
)
|
|
7.4
|
|
||||
Income (loss) from continuing operations before income taxes
|
223.4
|
|
|
(15.0
|
)
|
|
601.0
|
|
|
368.5
|
|
||||
Income tax benefit (expense)
|
(19.6
|
)
|
|
27.3
|
|
|
(57.5
|
)
|
|
(43.9
|
)
|
||||
Net income (loss) from continuing operations
|
203.8
|
|
|
12.3
|
|
|
543.5
|
|
|
324.6
|
|
||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
2.9
|
|
|
(2.3
|
)
|
|
4.5
|
|
||||
Net income (loss) including noncontrolling interests
|
203.8
|
|
|
15.2
|
|
|
541.2
|
|
|
329.1
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(1.3
|
)
|
|
1.4
|
|
|
(3.7
|
)
|
|
(2.4
|
)
|
||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
202.5
|
|
|
$
|
16.6
|
|
|
$
|
537.5
|
|
|
$
|
326.7
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
|
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||||||||
From continuing operations
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$
|
0.94
|
|
|
$
|
0.07
|
|
|
$
|
2.56
|
|
|
$
|
1.74
|
|
From discontinued operations
|
—
|
|
|
0.02
|
|
|
(0.01
|
)
|
|
0.02
|
|
||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.94
|
|
|
$
|
0.09
|
|
|
$
|
2.55
|
|
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$
|
1.76
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
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|
||||||||
From continuing operations
|
$
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0.94
|
|
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$
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0.07
|
|
|
$
|
2.54
|
|
|
$
|
1.73
|
|
From discontinued operations
|
—
|
|
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0.02
|
|
|
(0.01
|
)
|
|
0.02
|
|
||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.94
|
|
|
$
|
0.09
|
|
|
$
|
2.53
|
|
|
$
|
1.75
|
|
Weighted-average shares—basic
|
214.8
|
|
|
185.0
|
|
|
211.1
|
|
|
185.5
|
|
||||
Weighted-average shares—diluted
|
216.3
|
|
|
186.0
|
|
|
212.6
|
|
|
186.6
|
|
||||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
|
|
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|
||||||||
Net income (loss) from continuing operations
|
$
|
202.5
|
|
|
$
|
13.7
|
|
|
$
|
539.8
|
|
|
$
|
322.2
|
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Income (loss) from discontinued operations, net of tax
|
—
|
|
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2.9
|
|
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(2.3
|
)
|
|
4.5
|
|
||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
202.5
|
|
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$
|
16.6
|
|
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$
|
537.5
|
|
|
$
|
326.7
|
|
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Three Months Ended
|
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Nine Months Ended
|
||||||||||||
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September 30, 2016
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|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
Net income (loss) including noncontrolling interests
|
$
|
203.8
|
|
|
$
|
15.2
|
|
|
$
|
541.2
|
|
|
$
|
329.1
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(57.8
|
)
|
|
(263.3
|
)
|
|
55.9
|
|
|
(687.9
|
)
|
||||
Unrealized gain (loss) on derivative and non-derivative financial instruments
|
(8.8
|
)
|
|
2.0
|
|
|
(35.4
|
)
|
|
10.6
|
|
||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(1.7
|
)
|
|
(3.1
|
)
|
|
(4.7
|
)
|
||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
6.9
|
|
|
9.1
|
|
|
20.9
|
|
|
27.4
|
|
||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
0.3
|
|
|
(2.1
|
)
|
|
21.7
|
|
|
(2.4
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
(59.4
|
)
|
|
(256.0
|
)
|
|
60.0
|
|
|
(658.8
|
)
|
||||
Comprehensive income (loss)
|
144.4
|
|
|
(240.8
|
)
|
|
601.2
|
|
|
(329.7
|
)
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(1.3
|
)
|
|
1.4
|
|
|
(2.1
|
)
|
|
(2.4
|
)
|
||||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
143.1
|
|
|
$
|
(239.4
|
)
|
|
$
|
599.1
|
|
|
$
|
(332.1
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT PAR VALUE)
(UNAUDITED)
|
|||||||
|
As of
|
||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,981.5
|
|
|
$
|
430.9
|
|
Accounts receivable, net
|
474.4
|
|
|
424.7
|
|
||
Other receivables, net
|
164.4
|
|
|
101.2
|
|
||
Inventories:
|
|
|
|
||||
Finished
|
178.0
|
|
|
139.1
|
|
||
In process
|
15.2
|
|
|
13.0
|
|
||
Raw materials
|
11.2
|
|
|
18.6
|
|
||
Packaging materials
|
13.9
|
|
|
8.6
|
|
||
Total inventories
|
218.3
|
|
|
179.3
|
|
||
Other current assets, net
|
109.1
|
|
|
122.7
|
|
||
Total current assets
|
10,947.7
|
|
|
1,258.8
|
|
||
Properties, net
|
1,527.1
|
|
|
1,590.8
|
|
||
Goodwill
|
1,925.2
|
|
|
1,983.3
|
|
||
Other intangibles, net
|
4,880.4
|
|
|
4,745.7
|
|
||
Investment in MillerCoors
|
2,643.6
|
|
|
2,441.0
|
|
||
Deferred tax assets
|
26.7
|
|
|
20.2
|
|
||
Notes receivable, net
|
17.6
|
|
|
19.9
|
|
||
Other assets
|
228.5
|
|
|
216.6
|
|
||
Total assets
|
$
|
22,196.8
|
|
|
$
|
12,276.3
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities
|
$
|
1,273.9
|
|
|
$
|
1,184.4
|
|
Current portion of long-term debt and short-term borrowings
|
326.9
|
|
|
28.7
|
|
||
Discontinued operations
|
4.9
|
|
|
4.1
|
|
||
Total current liabilities
|
1,605.7
|
|
|
1,217.2
|
|
||
Long-term debt
|
9,560.7
|
|
|
2,908.7
|
|
||
Pension and postretirement benefits
|
206.1
|
|
|
201.9
|
|
||
Deferred tax liabilities
|
798.1
|
|
|
799.8
|
|
||
Unrecognized tax benefits
|
12.2
|
|
|
8.4
|
|
||
Other liabilities
|
61.0
|
|
|
66.9
|
|
||
Discontinued operations
|
12.6
|
|
|
10.3
|
|
||
Total liabilities
|
12,256.4
|
|
|
5,213.2
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Molson Coors Brewing Company stockholders' equity
|
|
|
|
||||
Capital stock:
|
|
|
|
||||
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)
|
—
|
|
|
—
|
|
||
Class B common stock, $0.01 par value per share (authorized: 500.0 shares; issued: 203.5 shares and 172.5 shares, respectively)
|
2.0
|
|
|
1.7
|
|
||
Class A exchangeable shares, no par value (issued and outstanding: 2.9 shares and 2.9 shares, respectively)
|
108.1
|
|
|
108.2
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 15.4 shares and 16.0 shares, respectively)
|
579.6
|
|
|
603.0
|
|
||
Paid-in capital
|
6,565.6
|
|
|
4,000.4
|
|
||
Retained earnings
|
4,768.9
|
|
|
4,496.0
|
|
||
Accumulated other comprehensive income (loss)
|
(1,633.3
|
)
|
|
(1,694.9
|
)
|
||
Class B common stock held in treasury at cost (9.5 shares and 9.5 shares, respectively)
|
(471.4
|
)
|
|
(471.4
|
)
|
||
Total Molson Coors Brewing Company stockholders' equity
|
9,919.5
|
|
|
7,043.0
|
|
||
Noncontrolling interests
|
20.9
|
|
|
20.1
|
|
||
Total equity
|
9,940.4
|
|
|
7,063.1
|
|
||
Total liabilities and equity
|
$
|
22,196.8
|
|
|
$
|
12,276.3
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2016
|
|
September 30, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss) including noncontrolling interests
|
$
|
541.2
|
|
|
$
|
329.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
204.3
|
|
|
241.9
|
|
||
Amortization of debt issuance costs and discounts
|
63.2
|
|
|
3.6
|
|
||
Share-based compensation
|
17.6
|
|
|
12.9
|
|
||
(Gain) loss on sale or impairment of properties and other assets, net
|
(89.4
|
)
|
|
272.1
|
|
||
Equity income in MillerCoors
|
(478.9
|
)
|
|
(470.1
|
)
|
||
Distributions from MillerCoors
|
478.9
|
|
|
470.1
|
|
||
Equity in net (income) loss of other unconsolidated affiliates
|
(3.1
|
)
|
|
(2.6
|
)
|
||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
(19.6
|
)
|
|
10.0
|
|
||
Income tax (benefit) expense
|
57.5
|
|
|
43.9
|
|
||
Income tax (paid) received
|
(152.2
|
)
|
|
(113.2
|
)
|
||
Interest expense, excluding interest amortization
|
170.9
|
|
|
89.1
|
|
||
Interest paid
|
(105.8
|
)
|
|
(109.4
|
)
|
||
Pension expense
|
6.4
|
|
|
12.0
|
|
||
Pension contributions paid
|
(10.1
|
)
|
|
(246.4
|
)
|
||
Change in current assets and liabilities (net of impact of business combinations) and other
|
(53.0
|
)
|
|
(59.5
|
)
|
||
(Gain) loss from discontinued operations
|
2.3
|
|
|
(4.5
|
)
|
||
Net cash provided by operating activities
|
630.2
|
|
|
479.0
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to properties
|
(188.9
|
)
|
|
(208.3
|
)
|
||
Proceeds from sales of properties and other assets
|
155.4
|
|
|
8.8
|
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(91.2
|
)
|
||
Proceeds from sale of business
|
6.6
|
|
|
8.7
|
|
||
Investment in MillerCoors
|
(1,253.7
|
)
|
|
(1,144.5
|
)
|
||
Return of capital from MillerCoors
|
1,089.7
|
|
|
1,088.2
|
|
||
Other
|
2.0
|
|
|
(7.1
|
)
|
||
Net cash used in investing activities
|
(188.9
|
)
|
|
(345.4
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, net
|
2,525.6
|
|
|
—
|
|
||
Exercise of stock options under equity compensation plans
|
8.2
|
|
|
31.2
|
|
||
Dividends paid
|
(264.6
|
)
|
|
(228.1
|
)
|
||
Payments for purchase of treasury stock
|
—
|
|
|
(100.1
|
)
|
||
Debt issuance costs
|
(60.2
|
)
|
|
—
|
|
||
Payments on debt and borrowings
|
(23.3
|
)
|
|
(696.1
|
)
|
||
Proceeds on debt and borrowings
|
6,971.9
|
|
|
713.0
|
|
||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
1.6
|
|
|
17.1
|
|
||
Change in overdraft balances and other
|
(39.1
|
)
|
|
(64.6
|
)
|
||
Net cash provided by (used in) financing activities
|
9,120.1
|
|
|
(327.6
|
)
|
||
Cash and cash equivalents:
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents
|
9,561.4
|
|
|
(194.0
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(10.8
|
)
|
|
(37.0
|
)
|
||
Balance at beginning of year
|
430.9
|
|
|
624.6
|
|
||
Balance at end of period
|
$
|
9,981.5
|
|
|
$
|
393.6
|
|
|
Nine Months Ended
September 30, 2015
|
||||||
|
As Reported
|
|
As Adjusted
|
||||
|
(In millions)
|
||||||
Condensed Consolidated Statements of Cash Flows:
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
461.5
|
|
|
$
|
479.0
|
|
Net cash provided by (used in) financing activities
|
$
|
(310.1
|
)
|
|
$
|
(327.6
|
)
|
|
Three Months Ended
March 31, 2016
|
|
Six Months Ended
June 30, 2016
|
||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||
|
(In millions)
|
||||||||||||||
Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
||||||||
Income tax benefit (expense)
|
$
|
(20.6
|
)
|
|
$
|
(16.7
|
)
|
|
$
|
(41.8
|
)
|
|
$
|
(37.9
|
)
|
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
158.8
|
|
|
$
|
162.7
|
|
|
$
|
331.1
|
|
|
$
|
335.0
|
|
Basic earnings per share
|
$
|
0.78
|
|
|
$
|
0.80
|
|
|
$
|
1.58
|
|
|
$
|
1.60
|
|
Diluted earnings per share
|
$
|
0.78
|
|
|
$
|
0.80
|
|
|
$
|
1.58
|
|
|
$
|
1.59
|
|
Diluted weighted-average shares outstanding
|
204.8
|
|
|
205.1
|
|
|
210.2
|
|
|
210.5
|
|
|
Three Months Ended
March 31, 2016
|
|
Six Months Ended
June 30, 2016
|
||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||
|
(In millions)
|
||||||||||||||
Condensed Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
(93.4
|
)
|
|
$
|
(88.3
|
)
|
|
$
|
264.4
|
|
|
$
|
282.4
|
|
Net cash provided by (used in) financing activities
|
$
|
2,463.6
|
|
|
$
|
2,458.5
|
|
|
$
|
2,356.6
|
|
|
$
|
2,338.6
|
|
|
As of
|
||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||
|
(In millions)
|
||||||||||||||
Condensed Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Paid-in capital
|
$
|
6,550.0
|
|
|
$
|
6,546.1
|
|
|
$
|
6,556.6
|
|
|
$
|
6,552.7
|
|
Retained earnings
|
$
|
4,566.5
|
|
|
$
|
4,570.4
|
|
|
$
|
4,650.6
|
|
|
$
|
4,654.5
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Canada
|
$
|
402.2
|
|
|
$
|
411.2
|
|
|
$
|
1,096.1
|
|
|
$
|
1,169.6
|
|
Europe
|
512.6
|
|
|
566.0
|
|
|
1,393.4
|
|
|
1,448.7
|
|
||||
MCI
|
33.4
|
|
|
41.3
|
|
|
103.6
|
|
|
107.6
|
|
||||
Corporate
|
0.2
|
|
|
0.3
|
|
|
0.8
|
|
|
0.8
|
|
||||
Eliminations
(1)
|
(0.8
|
)
|
|
(1.4
|
)
|
|
(2.9
|
)
|
|
(3.6
|
)
|
||||
Consolidated
|
$
|
947.6
|
|
|
$
|
1,017.4
|
|
|
$
|
2,591.0
|
|
|
$
|
2,723.1
|
|
(1)
|
Represents inter-segment sales from the Europe segment to the MCI segment.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Canada
|
$
|
90.3
|
|
|
$
|
91.8
|
|
|
$
|
325.4
|
|
|
$
|
228.8
|
|
U.S.
|
156.9
|
|
|
135.3
|
|
|
491.2
|
|
|
470.1
|
|
||||
Europe
|
98.5
|
|
|
(183.2
|
)
|
|
156.3
|
|
|
(138.3
|
)
|
||||
MCI
|
(2.7
|
)
|
|
(2.1
|
)
|
|
(38.4
|
)
|
|
(19.7
|
)
|
||||
Corporate
|
(119.6
|
)
|
|
(56.8
|
)
|
|
(333.5
|
)
|
|
(172.4
|
)
|
||||
Consolidated
|
$
|
223.4
|
|
|
$
|
(15.0
|
)
|
|
$
|
601.0
|
|
|
$
|
368.5
|
|
|
As of
|
||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Canada
|
$
|
5,121.4
|
|
|
$
|
4,560.6
|
|
U.S.
|
2,643.6
|
|
|
2,441.0
|
|
||
Europe
|
4,784.9
|
|
|
4,807.5
|
|
||
MCI
(1)
|
115.1
|
|
|
133.7
|
|
||
Corporate
(2)
|
9,531.8
|
|
|
333.5
|
|
||
Consolidated
|
$
|
22,196.8
|
|
|
$
|
12,276.3
|
|
(1)
|
Reflects the impact from the impairment recorded in the second quarter of 2016 related to the enactment of total alcohol prohibition in the state of Bihar, India. See
Note 10, "Goodwill and Intangible Assets"
for further details.
|
(2)
|
On July 7, 2016, we received approximately
$6.9 billion
, net of discounts and fees, from the issuance of our 2016 Notes as defined in
Note 11, "Debt"
and on February 3, 2016, we received proceeds of approximately
$2.5 billion
, net of issuance costs, from our equity offering of
29.9 million
shares of our Class B common stock. See
Note 16, "Acquisition"
for further discussion.
|
|
As of
|
||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
949.5
|
|
|
$
|
800.5
|
|
Non-current assets
|
9,221.5
|
|
|
9,099.5
|
|
||
Total assets
|
$
|
10,171.0
|
|
|
$
|
9,900.0
|
|
Current liabilities
|
$
|
1,102.7
|
|
|
$
|
1,180.1
|
|
Non-current liabilities
|
1,283.5
|
|
|
1,407.0
|
|
||
Total liabilities
|
2,386.2
|
|
|
2,587.1
|
|
||
Noncontrolling interests
|
17.5
|
|
|
20.1
|
|
||
Owners' equity
|
7,767.3
|
|
|
7,292.8
|
|
||
Total liabilities and equity
|
$
|
10,171.0
|
|
|
$
|
9,900.0
|
|
|
As of
|
||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions, except percentages)
|
||||||
MillerCoors owners' equity
|
$
|
7,767.3
|
|
|
$
|
7,292.8
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC proportionate share in MillerCoors equity
|
3,262.3
|
|
|
3,063.0
|
|
||
Difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
(653.7
|
)
|
|
(657.0
|
)
|
||
Accounting policy elections
|
35.0
|
|
|
35.0
|
|
||
Investment in MillerCoors
|
$
|
2,643.6
|
|
|
$
|
2,441.0
|
|
(1)
|
Our net investment in MillerCoors is based on the carrying values of the net assets contributed to the joint venture which is less than our proportionate share of underlying equity (
42%
) of MillerCoors (contributed by both Coors Brewing Company and Miller Brewing Company ("Miller")). This basis difference, with the exception of certain non-amortizing items (goodwill, land, etc.), is being amortized as additional equity income over the remaining useful lives of the contributed long-lived amortizing assets. Due to the closing of the Acquisition on
October 11, 2016
, we will derecognize the remaining basis difference balance along with our pre-existing equity investment in MillerCoors in the fourth quarter of 2016, with the resulting impact recorded to special items. See
Note 16, "Acquisition"
for further details.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Net sales
|
$
|
2,007.7
|
|
|
$
|
2,000.0
|
|
|
$
|
5,950.5
|
|
|
$
|
5,977.3
|
|
Cost of goods sold
|
(1,150.8
|
)
|
|
(1,173.9
|
)
|
|
(3,358.3
|
)
|
|
(3,490.6
|
)
|
||||
Gross profit
|
$
|
856.9
|
|
|
$
|
826.1
|
|
|
$
|
2,592.2
|
|
|
$
|
2,486.7
|
|
Operating income
(1)
|
$
|
373.4
|
|
|
$
|
323.0
|
|
|
$
|
1,145.6
|
|
|
$
|
1,125.7
|
|
Net income attributable to MillerCoors
(1)
|
$
|
369.2
|
|
|
$
|
316.5
|
|
|
$
|
1,134.0
|
|
|
$
|
1,108.3
|
|
(1)
|
Results include net special charges primarily related to the closure of the Eden, North Carolina, brewery. For the three and
nine
months ended
September 30, 2016
, MillerCoors recorded net special charges of
$8.3 million
and
$84.6 million
, respectively, including
$34.3 million
and
$103.2 million
of accelerated depreciation in excess of normal depreciation associated with the closure of the Eden brewery. Special items during the three and nine months ended
September 30, 2016
, also include a postretirement benefit curtailment gain related to the closure of Eden of
$25.7 million
. For the three and nine months ended
September 30, 2015
, MillerCoors incurred special charges of
$28.0 million
related to the closure of the Eden brewery, including
$21.8 million
of accelerated depreciation in excess of normal depreciation.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||
Net income attributable to MillerCoors
|
$
|
369.2
|
|
|
$
|
316.5
|
|
|
$
|
1,134.0
|
|
|
$
|
1,108.3
|
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
||||
MCBC proportionate share of MillerCoors net income
|
155.1
|
|
|
132.9
|
|
|
476.3
|
|
|
465.5
|
|
||||
Amortization of the difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
|
1.1
|
|
|
1.0
|
|
|
3.3
|
|
|
3.4
|
|
||||
Share-based compensation adjustment
(1)
|
(0.5
|
)
|
|
1.4
|
|
|
(0.7
|
)
|
|
1.2
|
|
||||
U.S. import tax benefit
(2)
|
1.2
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
||||
Equity income in MillerCoors
|
$
|
156.9
|
|
|
$
|
135.3
|
|
|
$
|
491.2
|
|
|
$
|
470.1
|
|
(1)
|
The net adjustment is to eliminate all share-based compensation impacts related to pre-existing SABMiller's equity awards held by former Miller employees employed by MillerCoors, as well as to add back all share-based compensation impacts related to pre-existing MCBC equity awards held by former MCBC employees who transferred to MillerCoors.
|
(2)
|
Represents a benefit associated with an anticipated refund to Coors Brewing Company ("CBC"), a wholly-owned subsidiary of MCBC, of U.S. federal excise tax paid on products imported by CBC based on qualifying volumes exported by CBC from the U.S. Due to administrative restrictions outlined within the legislation enacted in 2016, the anticipated refund is not expected to be received until 2018. Accordingly, the anticipated refund amount represents a non-current receivable which has been recorded within other non-current assets on the unaudited condensed consolidated balance sheet as of
September 30, 2016
.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Beer sales to MillerCoors
|
$
|
2.6
|
|
|
$
|
2.8
|
|
|
$
|
7.2
|
|
|
$
|
8.8
|
|
Beer purchases from MillerCoors
|
$
|
9.3
|
|
|
$
|
11.6
|
|
|
$
|
31.4
|
|
|
$
|
30.9
|
|
Service agreement costs and other charges to MillerCoors
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
$
|
1.9
|
|
|
$
|
2.0
|
|
Service agreement costs and other charges from MillerCoors
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
|
As of
|
||||||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
5.6
|
|
|
$
|
0.3
|
|
|
$
|
6.9
|
|
|
$
|
3.3
|
|
Cobra U.K.
|
$
|
16.6
|
|
|
$
|
0.4
|
|
|
$
|
30.2
|
|
|
$
|
0.9
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Pretax compensation expense
|
$
|
6.9
|
|
|
$
|
4.8
|
|
|
$
|
20.0
|
|
|
$
|
12.9
|
|
Tax benefit
|
(1.9
|
)
|
|
(1.2
|
)
|
|
(5.7
|
)
|
|
(3.3
|
)
|
||||
After-tax compensation expense
|
$
|
5.0
|
|
|
$
|
3.6
|
|
|
$
|
14.3
|
|
|
$
|
9.6
|
|
|
RSUs and DSUs
|
|
PSUs
|
||||||
|
Units
|
|
Weighted-average
grant date fair value
per unit
|
|
Units
|
|
Weighted-average
grant date fair value
per unit
|
||
|
(In millions, except per unit amounts)
|
||||||||
Non-vested as of December 31, 2015
|
0.6
|
|
|
$56.23
|
|
0.5
|
|
|
$57.01
|
Granted
|
0.2
|
|
|
$89.71
|
|
0.1
|
|
|
$90.49
|
Vested
|
(0.2
|
)
|
|
$46.74
|
|
(0.2
|
)
|
|
$43.10
|
Forfeited
|
(0.1
|
)
|
|
$62.76
|
|
—
|
|
|
$—
|
Non-vested as of September 30, 2016
|
0.5
|
|
|
$71.55
|
|
0.4
|
|
|
$72.68
|
|
Shares outstanding
|
|
Weighted-average
exercise price per
share
|
|
Weighted-average
remaining contractual life
(years)
|
|
Aggregate
intrinsic value
|
||
|
(In millions, except per share amounts and years)
|
||||||||
Outstanding as of December 31, 2015
|
1.3
|
|
$49.49
|
|
4.8
|
|
$
|
58.0
|
|
Granted
|
0.1
|
|
$92.04
|
|
|
|
|
||
Exercised
|
(0.3)
|
|
$45.97
|
|
|
|
|
||
Forfeited
|
—
|
|
$—
|
|
|
|
|
||
Outstanding as of September 30, 2016
|
1.1
|
|
$56.04
|
|
5.1
|
|
$
|
61.1
|
|
Exercisable at September 30, 2016
|
0.9
|
|
$47.87
|
|
3.9
|
|
$
|
53.9
|
|
|
Nine Months Ended
|
||
|
September 30, 2016
|
|
September 30, 2015
|
Risk-free interest rate
|
1.40%
|
|
1.70%
|
Dividend yield
|
1.81%
|
|
2.20%
|
Volatility range
|
23.16%-24.64%
|
|
21.65%-29.90%
|
Weighted-average volatility
|
23.53%
|
|
23.71%
|
Expected term (years)
|
5.2
|
|
5.7
|
Weighted-average fair market value
|
$16.65
|
|
$13.98
|
|
Nine Months Ended
|
||
|
September 30, 2016
|
|
September 30, 2015
|
Risk-free interest rate
|
1.04%
|
|
1.06%
|
Dividend yield
|
1.81%
|
|
2.20%
|
Volatility range
|
14.10%-77.11%
|
|
12.73%-62.28%
|
Weighted-average volatility
|
23.68%
|
|
21.53%
|
Expected term (years)
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$90.49
|
|
$74.42
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Employee-related restructuring charges
|
|
|
|
|
|
|
|
||||||||
Europe
|
$
|
(0.4
|
)
|
|
$
|
0.5
|
|
|
$
|
(2.2
|
)
|
|
$
|
(0.5
|
)
|
MCI
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||
Impairments or asset abandonment charges
|
|
|
|
|
|
|
|
||||||||
Canada - Asset abandonment
(2)
|
1.3
|
|
|
15.7
|
|
|
3.8
|
|
|
23.9
|
|
||||
Europe - Asset abandonment
(3)
|
3.5
|
|
|
2.3
|
|
|
8.3
|
|
|
23.4
|
|
||||
Europe - Intangible asset impairment
(4)
|
—
|
|
|
275.0
|
|
|
—
|
|
|
275.0
|
|
||||
MCI - Asset write-off and impairment
(1)
|
—
|
|
|
—
|
|
|
30.8
|
|
|
3.2
|
|
||||
Unusual or infrequent items
|
|
|
|
|
|
|
|
||||||||
Europe - Flood loss (insurance reimbursement), net
(5)
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
|
(2.4
|
)
|
||||
Other (gains) losses
|
|
|
|
|
|
|
|
||||||||
Canada - Gain on sale of asset
(2)
|
—
|
|
|
—
|
|
|
(110.4
|
)
|
|
—
|
|
||||
Europe - Termination fee expense, net
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
||||
Total Special items, net
|
$
|
(4.9
|
)
|
|
$
|
293.5
|
|
|
$
|
(79.0
|
)
|
|
$
|
335.8
|
|
(1)
|
Based on an interim impairment assessment performed during the second quarter of 2016, which was triggered by the enactment of total alcohol prohibition in the state of Bihar, India on April 5, 2016, we recorded an impairment loss in the second quarter of 2016. See
Note 10, "Goodwill and Intangible Assets"
for additional details.
|
(2)
|
As a result of the ongoing strategic review of our Canadian supply chain network, in October 2015, we entered into an agreement to sell our Vancouver brewery for CAD
185.0 million
, with the intent to use the proceeds from the sale to help fund the construction of an efficient and flexible brewery in British Columbia. The sale was fully completed on March 31, 2016, resulting in a
$110.4 million
gain, which was recorded as a special item in the first quarter of 2016. The net cash proceeds of CAD
183.1 million
(
$140.8 million
) were received on April 1, 2016, and are reflected as a cash inflow from investing activities on the unaudited condensed consolidated statement of cash flows for the
nine
months ended
September 30, 2016
. Separately, during the third quarter of 2016, we completed the purchase of land in British Columbia for the site of the new brewery.
|
(3)
|
As part of our continued strategic review of our European supply chain network, for the three and
nine
months ended
September 30, 2016
, we incurred special charges associated with the closure of the Burton South, Plovdiv and Alton breweries, including
$1.8 million
and
$5.7 million
, respectively, of accelerated depreciation charges in excess of our normal depreciation associated with the Burton South brewery. For the three and
nine
months ended
September 30, 2015
, we incurred
$2.0 million
and
$21.8 million
, respectively, of accelerated depreciation in excess of our normal depreciation in addition to other costs incurred associated with the closure of the Alton brewery.
|
(4)
|
During the third quarter of 2015, we recognized impairment charges related to indefinite-lived intangible assets in Europe. See
Note 10, "Goodwill and Intangible Assets"
for further discussion.
|
(5)
|
During the third quarter of 2016, we received the final settlement of insurance proceeds related to losses incurred by our Europe business from flooding in Serbia, Bosnia and Croatia that occurred during 2014.
|
(6)
|
In December 2013, we entered into an agreement with Heineken to early terminate our contract brewing and kegging agreement under which we produced and packaged the
Foster's
and
Kronenbourg
brands in the U.K. As a result of the termination, Heineken agreed to pay us an aggregate early termination payment of GBP
13.0 million
, of which we received GBP
5.0 million
in 2014 and the remaining GBP
8.0 million
on April 30, 2015. The full amount of the termination payment received (
$19.4 million
upon recognition) is included as income within special items for the nine months ended September 30, 2015.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total at December 31, 2015
|
$
|
2.3
|
|
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
Payments made
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(2.1
|
)
|
|||||
Changes in estimates
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Foreign currency and other adjustments
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Total at September 30, 2016
|
$
|
2.2
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total at December 31, 2014
|
$
|
3.8
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
15.5
|
|
Charges incurred
|
—
|
|
|
0.7
|
|
|
3.2
|
|
|
—
|
|
|
3.9
|
|
|||||
Payments made
|
(2.8
|
)
|
|
(6.4
|
)
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|
(10.5
|
)
|
|||||
Changes in estimates
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||
Foreign currency and other adjustments
|
(0.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Total at September 30, 2015
|
$
|
0.6
|
|
|
$
|
4.3
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Bridge loan commitment fees
(1)
|
$
|
(24.8
|
)
|
|
$
|
—
|
|
|
$
|
(63.4
|
)
|
|
$
|
—
|
|
Gain on sale of non-operating asset
|
8.8
|
|
|
—
|
|
|
8.8
|
|
|
3.3
|
|
||||
Gain (loss) from other foreign exchange and derivative activity, net
(2)
|
16.7
|
|
|
3.7
|
|
|
9.8
|
|
|
3.8
|
|
||||
Other, net
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.3
|
|
||||
Other income (expense), net
|
$
|
0.8
|
|
|
$
|
3.7
|
|
|
$
|
(44.9
|
)
|
|
$
|
7.4
|
|
(1)
|
During the first three quarters of 2016, we recognized amortization of commitment fees and other financing costs incurred in connection with our bridge loan agreement entered into subsequent to the announcement of the Acquisition. In conjunction with the July 7, 2016, issuance of the 2016 Notes, as defined in
Note 11, "Debt"
, we terminated the bridge loan agreement and accelerated the remaining unamortized fees of
$24.8 million
associated with the bridge loan to other income (expense) during the third quarter of 2016. All related financing fees ceased upon termination of the bridge loan. See
Note 11, "Debt"
for further discussion.
|
(2)
|
During the nine months ended September 30, 2016, we settled the foreign currency forwards we entered into in the second quarter of 2016, in connection with our July 7, 2016, debt issuance as discussed within
Note 11, "Debt"
for a gain of
$0.1 million
. During the third quarter of 2016, we recorded unrealized gains on these foreign currency forwards of
$11.7 million
. Additionally, as a result of the proceeds received from our 2016 Notes, which we invested in fixed rate deposit and money market accounts, we recorded foreign currency transactional gains of
$2.2 million
related to cash denominated in USD recorded on a CAD functional entity for the three and nine months ended September 30, 2016, in addition to normal foreign currency activity recorded in other income (expense). See
Note 13, "Derivative Instruments and Hedging Activities"
for further details regarding these foreign currency forwards.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
202.5
|
|
|
$
|
13.7
|
|
|
$
|
539.8
|
|
|
$
|
322.2
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
2.9
|
|
|
(2.3
|
)
|
|
4.5
|
|
||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
202.5
|
|
|
$
|
16.6
|
|
|
$
|
537.5
|
|
|
$
|
326.7
|
|
Weighted-average shares for basic EPS
|
214.8
|
|
|
185.0
|
|
|
211.1
|
|
|
185.5
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
RSUs, DSUs, PUs and PSUs
|
1.0
|
|
|
0.6
|
|
|
1.0
|
|
|
0.7
|
|
||||
Stock options and SOSARs
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|
0.4
|
|
||||
Weighted-average shares for diluted EPS
|
216.3
|
|
|
186.0
|
|
|
212.6
|
|
|
186.6
|
|
||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
From continuing operations
|
$
|
0.94
|
|
|
$
|
0.07
|
|
|
$
|
2.56
|
|
|
$
|
1.74
|
|
From discontinued operations
|
—
|
|
|
0.02
|
|
|
(0.01
|
)
|
|
0.02
|
|
||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.94
|
|
|
$
|
0.09
|
|
|
$
|
2.55
|
|
|
$
|
1.76
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|||||||
From continuing operations
|
$
|
0.94
|
|
|
$
|
0.07
|
|
|
$
|
2.54
|
|
|
$
|
1.73
|
|
From discontinued operations
|
—
|
|
|
0.02
|
|
|
(0.01
|
)
|
|
0.02
|
|
||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.94
|
|
|
$
|
0.09
|
|
|
$
|
2.53
|
|
|
$
|
1.75
|
|
Dividends declared and paid per share
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
1.23
|
|
|
$
|
1.23
|
|
(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 period for each reporting period presented. 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.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
|
(In millions)
|
||||||||||
RSUs, stock options and SOSARs
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at December 31, 2015
|
$
|
551.4
|
|
|
$
|
1,408.7
|
|
|
$
|
23.2
|
|
|
$
|
1,983.3
|
|
Business acquisition and disposition
(1)
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Impairment related to India reporting unit
(2)
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
|
(15.7
|
)
|
||||
Foreign currency translation
|
29.8
|
|
|
(71.3
|
)
|
|
(0.3
|
)
|
|
(41.8
|
)
|
||||
Balance at September 30, 2016
|
$
|
581.2
|
|
|
$
|
1,337.4
|
|
|
$
|
6.6
|
|
|
$
|
1,925.2
|
|
(1)
|
The goodwill adjustment for the
nine
months ended
September 30, 2016
, reflects the final purchase price accounting adjustment associated with the April 1, 2015, acquisition of Mount Shivalik Breweries Ltd. ("Mount Shivalik"), a regional brewer in India.
|
(2)
|
The MCI goodwill impairment loss for the
nine
months ended
September 30, 2016
, resulted from an interim goodwill impairment assessment for the India reporting unit performed during the second quarter of 2016, triggered by the enactment of total alcohol prohibition in the state of Bihar, India on April 5, 2016.
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 50
|
|
$
|
1,145.2
|
|
|
$
|
(249.8
|
)
|
|
$
|
895.4
|
|
License agreements and distribution rights
|
3 - 28
|
|
130.5
|
|
|
(90.3
|
)
|
|
40.2
|
|
|||
Other
|
2 - 8
|
|
25.7
|
|
|
(25.1
|
)
|
|
0.6
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
3,156.1
|
|
|
—
|
|
|
3,156.1
|
|
|||
Distribution networks
|
Indefinite
|
|
770.6
|
|
|
—
|
|
|
770.6
|
|
|||
Other
|
Indefinite
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Total
|
|
|
$
|
5,245.6
|
|
|
$
|
(365.2
|
)
|
|
$
|
4,880.4
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 50
|
|
$
|
1,121.8
|
|
|
$
|
(226.1
|
)
|
|
$
|
895.7
|
|
License agreements and distribution rights
|
3 - 28
|
|
135.1
|
|
|
(87.1
|
)
|
|
48.0
|
|
|||
Other
|
2 - 8
|
|
29.9
|
|
|
(28.6
|
)
|
|
1.3
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
3,052.2
|
|
|
—
|
|
|
3,052.2
|
|
|||
Distribution networks
|
Indefinite
|
|
731.0
|
|
|
—
|
|
|
731.0
|
|
|||
Other
|
Indefinite
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Total
|
|
|
$
|
5,087.5
|
|
|
$
|
(341.8
|
)
|
|
$
|
4,745.7
|
|
Fiscal year
|
Amount
|
||
|
(In millions)
|
||
2016 - remaining
|
$
|
9.8
|
|
2017
|
$
|
28.5
|
|
2018
|
$
|
27.1
|
|
2019
|
$
|
27.1
|
|
2020
|
$
|
26.9
|
|
|
As of
|
||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
CAD 500 million 3.95% Series A notes due 2017
|
$
|
380.9
|
|
|
$
|
361.3
|
|
CAD 400 million 2.25% notes due 2018
|
304.7
|
|
|
289.0
|
|
||
CAD 500 million 2.75% notes due 2020
|
380.9
|
|
|
361.3
|
|
||
CAD 500 million 2.84% notes due 2023
(1)
|
380.9
|
|
|
—
|
|
||
CAD 500 million 3.44% notes due 2026
(1)
|
380.9
|
|
|
—
|
|
||
$300 million 2.0% notes due 2017
(2)
|
300.3
|
|
|
300.6
|
|
||
$500 million 1.45% notes due 2019
(1)
|
500.0
|
|
|
—
|
|
||
$1.0 billion 2.10% notes due 2021
(1)
|
1,000.0
|
|
|
—
|
|
||
$500 million 3.5% notes due 2022
(2)
|
515.7
|
|
|
517.8
|
|
||
$2.0 billion 3.0% notes due 2026
(1)
|
2,000.0
|
|
|
—
|
|
||
$1.1 billion 5.0% notes due 2042
|
1,100.0
|
|
|
1,100.0
|
|
||
$1.8 billion 4.2% notes due 2046
(1)
|
1,800.0
|
|
|
—
|
|
||
EUR 800 million 1.25% notes due 2024
(1)
|
898.8
|
|
|
—
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(82.5
|
)
|
|
(21.3
|
)
|
||
Total long-term debt (including current portion)
|
9,860.6
|
|
|
2,908.7
|
|
||
Less: current portion of long-term debt
|
(299.9
|
)
|
|
—
|
|
||
Total long-term debt
|
$
|
9,560.7
|
|
|
$
|
2,908.7
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Cash pool overdrafts
(3)
|
$
|
0.4
|
|
|
$
|
18.7
|
|
Short-term facilities
(4)
|
10.9
|
|
|
7.5
|
|
||
Other short-term borrowings
|
15.7
|
|
|
2.5
|
|
||
Current portion of long-term debt
|
299.9
|
|
|
—
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
326.9
|
|
|
$
|
28.7
|
|
(1)
|
On July 7, 2016, MCBC issued approximately
$5.3 billion
senior notes with portions maturing from July 15, 2019, through July 15, 2046 (“USD Notes”), and EUR
800.0 million
senior notes maturing July 15, 2024 (“EUR Notes”), and Molson Coors International LP, a Delaware limited partnership and wholly-owned subsidiary of MCBC ("Molson Coors International LP"), completed a private placement of CAD
1.0 billion
senior notes maturing July 15, 2023, and July 15, 2026 (“CAD Notes”), in order to partially fund the financing of the Acquisition (USD Notes, EUR Notes and CAD Notes, collectively, the “2016 Notes”). These issuances resulted in total proceeds of approximately
$6.9 billion
, net of underwriting fees and discounts of
$36.5 million
and
$17.7 million
, respectively. Total estimated debt issuance costs capitalized in connection with these notes, including underwriting fees, discounts and other financing related costs, are
$64.2 million
and are being amortized over the respective terms of the 2016 Notes. The 2016 Notes began accruing interest upon issuance, with semi-annual interest payments due on the USD Notes and CAD Notes in January and July beginning in 2017, and annual interest payments due on the EUR Notes in July beginning in 2017.
|
(2)
|
During the fourth quarter of 2015, we settled our interest rate swaps that were in fair value hedge accounting relationships related to these notes at which time we ceased adjusting the carrying value of the related notes for the fair value movements of these swaps and began amortizing the cumulative adjustments to interest expense over the remaining term of the respective note. At the time of settlement, cumulative adjustments to the carrying value of the notes were
$0.7 million
and
$18.1 million
related to the
$300 million
and
$500 million
notes, respectively. See Note 12 "Debt" of the Notes included in our Annual Report for additional detail.
|
(3)
|
As of
September 30, 2016
, we had
$0.4 million
in bank overdrafts and
$36.3 million
in bank cash related to our cross-border, cross-currency cash pool for a net positive position of
$35.9 million
. As of
December 31, 2015
, we had
$18.7 million
in bank overdrafts and
$39.6 million
in bank cash related to our cross-border, cross-currency cash pool for a net positive position of
$20.9 million
.
|
(4)
|
We had total outstanding borrowings of
$10.9 million
and
$7.5 million
under our two Japanese Yen ("JPY") overdraft facilities as of
September 30, 2016
, and
December 31, 2015
, respectively. In addition, we have GBP and CAD lines of credit under which we had no borrowings as of
September 30, 2016
, or
December 31, 2015
.
|
|
MCBC shareholders
|
||||||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Gain (loss) on
derivative
instruments
|
|
Pension and
postretirement
benefit
adjustments
|
|
Equity method
investments
|
|
Accumulated
other
comprehensive
income (loss)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
As of December 31, 2015
|
$
|
(769.9
|
)
|
|
$
|
14.5
|
|
|
$
|
(589.1
|
)
|
|
$
|
(350.4
|
)
|
|
$
|
(1,694.9
|
)
|
Foreign currency translation adjustments
|
40.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.2
|
|
|||||
Unrealized gain (loss) on derivative and non-derivative financial instruments
|
—
|
|
|
(42.8
|
)
|
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
23.6
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
|
34.1
|
|
|||||
Tax benefit (expense)
|
17.3
|
|
|
7.7
|
|
|
(2.7
|
)
|
|
(12.4
|
)
|
|
9.9
|
|
|||||
As of September 30, 2016
|
$
|
(712.4
|
)
|
|
$
|
(24.0
|
)
|
|
$
|
(568.2
|
)
|
|
$
|
(328.7
|
)
|
|
$
|
(1,633.3
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
||||||||||||
|
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
|
|
||||||||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||||||||||
|
|
(In millions)
|
|
|
||||||||||||||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward starting interest rate swaps
|
|
$
|
(1.0
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(1.0
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
(1.9
|
)
|
|
(3.8
|
)
|
|
(5.9
|
)
|
|
(9.1
|
)
|
|
Other income (expense), net
|
||||
Foreign currency forwards
|
|
2.9
|
|
|
6.2
|
|
|
12.2
|
|
|
16.3
|
|
|
Cost of goods sold
|
||||
Total income (loss) reclassified, before tax
|
|
—
|
|
|
2.0
|
|
|
3.4
|
|
|
6.2
|
|
|
|
||||
Income tax benefit (expense)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(1.5
|
)
|
|
|
||||
Net income (loss) reclassified, net of tax
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
3.1
|
|
|
$
|
4.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prior service benefit (cost)
|
|
$
|
(0.3
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
(1)
|
Net actuarial gain (loss)
|
|
(7.4
|
)
|
|
(12.1
|
)
|
|
(23.0
|
)
|
|
(35.2
|
)
|
|
(1)
|
||||
Total income (loss) reclassified, before tax
|
|
(7.7
|
)
|
|
(11.9
|
)
|
|
(23.6
|
)
|
|
(35.2
|
)
|
|
|
||||
Income tax benefit (expense)
|
|
0.8
|
|
|
2.8
|
|
|
2.7
|
|
|
7.8
|
|
|
|
||||
Net income (loss) reclassified, net of tax
|
|
$
|
(6.9
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(20.9
|
)
|
|
$
|
(27.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total income (loss) reclassified, net of tax
|
|
$
|
(6.9
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
(22.7
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 14, "Pension and Other Postretirement Benefits"
for additional details.
|
|
|
|
Fair value measurements as of September 30, 2016
|
||||||||||||
|
Total at September 30, 2016
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign currency forwards
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
Commodity swaps
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
||||
Total
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements as of December 31, 2015
|
||||||||||||
|
Total at December 31, 2015
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign currency forwards
|
$
|
44.1
|
|
|
$
|
—
|
|
|
$
|
44.1
|
|
|
$
|
—
|
|
Commodity swaps
|
(21.4
|
)
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
||||
Total
|
$
|
22.7
|
|
|
$
|
—
|
|
|
$
|
22.7
|
|
|
$
|
—
|
|
For the Three Months Ended September 30, 2016
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized in OCI on derivative (effective portion) |
|
Location of gain (loss)
reclassified from AOCI into income (effective portion) |
|
Amount of gain
(loss) recognized from AOCI on derivative (effective portion) |
|
Location of gain (loss)
recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
|
Amount of gain (loss)
recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(1.0
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
0.2
|
|
|
Other income (expense), net
|
|
(1.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
2.9
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
0.2
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended September 30, 2016
|
||||||||||||||||
Non-derivative financial instruments 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) |
||||||
EUR 800 million notes due 2024
|
|
$
|
(13.8
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
(13.8
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended September 30, 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
|
|
$
|
(14.3
|
)
|
|
Interest expense, net
|
|
$
|
(0.4
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
10.9
|
|
|
Other income (expense), net
|
|
(3.8
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
6.2
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(3.4
|
)
|
|
|
|
$
|
2.0
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended September 30, 2015
|
||||||||||||||||
Derivatives in net investment hedge relationships
|
|
Amount of gain (loss) recognized in OCI (effective portion)
|
|
Location of gain (loss) reclassified from AOCI into income (effective portion)
|
|
Amount of gain (loss) recognized from AOCI (effective portion)
|
|
Location of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
||||||
Cross currency swaps
|
|
$
|
(0.8
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
0.8
|
|
Total
|
|
$
|
(0.8
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
0.8
|
|
For the Nine Months Ended September 30, 2016
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective
portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI on
derivative
(effective portion)
|
|
Location of gain (loss)
recognized in income on
derivative (ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(2.9
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(29.0
|
)
|
|
Other income (expense), net
|
|
(5.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
12.2
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(29.0
|
)
|
|
|
|
$
|
3.4
|
|
|
|
|
$
|
—
|
|
For the Nine Months Ended September 30, 2016
|
||||||||||||||||
Non-derivative financial instruments 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) |
||||||
EUR 800.0 million notes due 2024
|
|
$
|
(13.8
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
(13.8
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Nine Months Ended September 30, 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
|
|
$
|
(1.0
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
22.1
|
|
|
Other income (expense), net
|
|
(9.1
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
16.3
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
2.8
|
|
|
|
|
$
|
6.2
|
|
|
|
|
$
|
—
|
|
For the Nine Months Ended September 30, 2015
|
||||||||||||||||
Derivatives in net investment hedge relationships
|
|
Amount of gain (loss) recognized in OCI (effective portion)
|
|
Location of gain (loss) reclassified from AOCI into income (effective portion)
|
|
Amount of gain (loss) recognized from AOCI (effective portion)
|
|
Location of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
||||||
Cross currency swaps
|
|
$
|
3.7
|
|
|
Interest expense, net
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
—
|
|
Total
|
|
$
|
3.7
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended September 30, 2015
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(7.2
|
)
|
Total
|
|
|
|
$
|
(7.2
|
)
|
For the Nine Months Ended September 30, 2016
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
9.3
|
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
(4.2
|
)
|
|
Swaptions
|
|
Interest expense, net
|
|
(36.4
|
)
|
|
Total
|
|
|
|
$
|
(31.3
|
)
|
For the Nine Months Ended September 30, 2015
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(13.2
|
)
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
0.1
|
|
|
Total
|
|
|
|
$
|
(13.1
|
)
|
|
For the Three Months Ended
|
||||||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost - benefits earned during the year
|
$
|
1.9
|
|
|
$
|
0.4
|
|
|
$
|
2.3
|
|
|
$
|
2.1
|
|
|
$
|
0.7
|
|
|
$
|
2.8
|
|
Interest cost on projected benefit obligation
|
31.0
|
|
|
1.5
|
|
|
32.5
|
|
|
33.9
|
|
|
1.6
|
|
|
35.5
|
|
||||||
Expected return on plan assets
|
(38.0
|
)
|
|
—
|
|
|
(38.0
|
)
|
|
(44.0
|
)
|
|
—
|
|
|
(44.0
|
)
|
||||||
Amortization of prior service cost (benefit)
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
|
0.2
|
|
|
(0.4
|
)
|
|
(0.2
|
)
|
||||||
Amortization of net actuarial loss
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|
12.1
|
|
|
—
|
|
|
12.1
|
|
||||||
Less: expected participant contributions
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Net periodic pension and OPEB cost
|
$
|
2.4
|
|
|
$
|
2.0
|
|
|
$
|
4.4
|
|
|
$
|
4.1
|
|
|
$
|
1.9
|
|
|
$
|
6.0
|
|
|
For the Nine Months Ended
|
||||||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost - benefits earned during the year
|
$
|
5.7
|
|
|
$
|
1.6
|
|
|
$
|
7.3
|
|
|
$
|
7.3
|
|
|
$
|
1.6
|
|
|
$
|
8.9
|
|
Interest cost on projected benefit obligation
|
95.5
|
|
|
4.4
|
|
|
99.9
|
|
|
103.2
|
|
|
4.6
|
|
|
107.8
|
|
||||||
Expected return on plan assets
|
(118.0
|
)
|
|
—
|
|
|
(118.0
|
)
|
|
(132.7
|
)
|
|
—
|
|
|
(132.7
|
)
|
||||||
Amortization of prior service cost (benefit)
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
23.0
|
|
|
—
|
|
|
23.0
|
|
|
35.2
|
|
|
—
|
|
|
35.2
|
|
||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Less: expected participant contributions
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Net periodic pension and OPEB cost
|
$
|
6.4
|
|
|
$
|
6.0
|
|
|
$
|
12.4
|
|
|
$
|
12.0
|
|
|
$
|
5.6
|
|
|
$
|
17.6
|
|
•
|
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
1.96%
risk-free rate of return.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
Net sales
|
$
|
2,944.6
|
|
|
$
|
3,003.0
|
|
|
$
|
8,515.2
|
|
|
$
|
8,660.7
|
|
Net income from continuing operations attributable to MCBC
|
$
|
314.3
|
|
|
$
|
74.5
|
|
|
$
|
918.9
|
|
|
$
|
594.1
|
|
Net income attributable to MCBC
|
$
|
314.3
|
|
|
$
|
77.4
|
|
|
$
|
916.6
|
|
|
$
|
598.6
|
|
Net income from continuing operations attributable to MCBC per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.46
|
|
|
$
|
0.35
|
|
|
$
|
4.28
|
|
|
$
|
2.76
|
|
Diluted
|
$
|
1.45
|
|
|
$
|
0.35
|
|
|
$
|
4.25
|
|
|
$
|
2.74
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||
|
September 30, 2016
|
|
||||||
|
(In millions)
|
|
||||||
Non-recurring charges (benefits)
|
|
|
|
Location
|
||||
Other transaction-related costs
|
$
|
17.2
|
|
|
$
|
51.7
|
|
Marketing, general and administrative expenses
|
Bridge loan - amortization of financing costs
|
$
|
24.8
|
|
|
$
|
63.4
|
|
Other income (expense)
|
Foreign currency forwards and transactional foreign currency - net gain
|
$
|
(13.8
|
)
|
|
$
|
(2.2
|
)
|
Other income (expense)
|
Term loan - commitment fee
|
$
|
1.9
|
|
|
$
|
5.6
|
|
Interest expense, net
|
Swaption - realized loss
|
$
|
—
|
|
|
$
|
36.4
|
|
Interest expense, net
|
Interest income earned on money market and fixed rate deposit accounts
|
$
|
(10.6
|
)
|
|
$
|
(17.0
|
)
|
Interest income, net
|
Total cash consideration
|
$
|
12,000.0
|
|
Replacement share-based awards issued in conjunction with Acquisition
(1)
|
50.9
|
|
|
Elimination of MCBC net payable to MillerCoors
(2)
|
(8.2
|
)
|
|
Total consideration
|
$
|
12,042.7
|
|
Previously held equity interest in MillerCoors
(3)
|
6,130.0
|
|
|
Total consideration and value to be allocated to net assets
|
$
|
18,172.7
|
|
(1)
|
In connection with the Acquisition, MCBC issued replacement share-based compensation awards to various MillerCoors employees who had awards outstanding under the historical MillerCoors share-based compensation plan. This amount is based on a preliminary valuation estimate and will be updated during the fourth quarter of 2016 upon finalization of fair valuation procedures.
|
(2)
|
Represents the estimated net payable owed by MCBC to MillerCoors as of the closing date which became an intercompany payable upon the close of the Acquisition.
|
(3)
|
As noted below, the Acquisition is considered a step acquisition, and accordingly, we remeasured the fair value of our pre-existing
42%
equity interest in MillerCoors immediately prior to the close as approximately
$6.1 billion
. This valuation is preliminary, and upon completion of the detailed valuation analyses, there could be a material adjustment to the estimated fair value of our historical
42%
interest in MillerCoors. As a result of the remeasurement, we expect to record a gain of approximately
$3.5 billion
within special items, net during the fourth quarter of 2016, representing the excess of the approximate
$6.1 billion
estimated fair value of our pre-existing
42%
equity interest over its estimated transaction date carrying value of approximately
$2.6 billion
. Additionally, related to this step-up gain, we expect to record income tax expense and a corresponding deferred tax liability of approximately
$1.1 billion
during the fourth quarter of 2016. The tax effects of the step-up gain are preliminary and subject to change as the fair valuation procedures on our historical
42%
interest are finalized.
|
Total current assets
(1)
|
$
|
1,006.8
|
|
Property, plant and equipment
|
2,834.0
|
|
|
Other intangible assets
(2)
|
9,905.0
|
|
|
Other assets
(3)
|
341.7
|
|
|
Total current liabilities
|
(1,106.0
|
)
|
|
Pension and postretirement benefits
|
(1,064.0
|
)
|
|
Other non-current liabilities
|
(186.1
|
)
|
|
Total identifiable net assets acquired
|
$
|
11,731.4
|
|
Goodwill attributable to MillerCoors acquisition
(4)
|
5,931.3
|
|
|
Goodwill attributable to international
Miller
brand portfolio
(5)
|
700.0
|
|
|
Fair value of noncontrolling interests
(6)
|
(190.0
|
)
|
|
Total consideration and value to be allocated to net assets
|
$
|
18,172.7
|
|
(1)
|
Includes inventory of
$485.7 million
, trade receivables of
$314.5 million
and other receivables of
$39.8 million
. The fair value of inventories was determined based on the estimated selling price of the inventory less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. In the fourth quarter of 2016, the estimated step-up in fair value of inventory of approximately
$77 million
will increase cost of goods sold over approximately one month as the inventory is sold. For all other current assets acquired, the fair values approximate the carrying values.
|
(2)
|
The fair value of identifiable intangible assets was estimated using significant assumptions that are not observable in the market and thus represent a Level 3 measurement. The excess earnings approach was primarily used and significant assumptions included the amount and timing of projected cash flows, a discount rate selected to measure the risk inherent in the future cash flows, and the assessment of the asset’s life cycle, including competitive trends and other factors.
|
(3)
|
Includes estimated deferred tax assets of approximately
$300 million
which will ultimately be presented as non-current deferred tax liabilities upon consolidation by MCBC due to jurisdictional netting.
|
(4)
|
The goodwill arising from the Acquisition consists largely of improvements to our global scale and agility, operational synergies and acceleration of the MCBC growth strategy. We expect to allocate the majority of the goodwill generated to the U.S. reporting unit, and will complete our preliminary allocation to our other reporting units during the fourth quarter of 2016. Separately, our calculation of tax basis goodwill related to the Acquisition has not yet been completed. However, all of the tax basis goodwill related to the Acquisition of SABMiller’s
58%
economic interest in MillerCoors is expected to be deductible for U.S. federal and state tax purposes.
|
(5)
|
The preliminary opening balance sheet reflects the estimated consideration related to the
Miller
global
brand portfolio entirely within goodwill as we are not yet able to estimate the allocation of fair value to the net assets acquired. The allocation related to the
Miller
global brand portfolio is expected to result in value allocated to identifiable intangible assets subject to amortization.
|
(6)
|
MillerCoors has jointly held interests in multiple entities that are fully consolidated. The related fair value of the noncontrolling interest in each entity was estimated by applying the market and income valuation approaches. The fair value of MillerCoors' noncontrolling interest was estimated using significant assumptions that are not observable in the market and thus represent a Level 3 measurement.
|
|
Parent
Guarantor and Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
7.0
|
|
|
$
|
560.2
|
|
|
$
|
810.1
|
|
|
$
|
(39.6
|
)
|
|
$
|
1,337.7
|
|
Excise taxes
|
—
|
|
|
(128.1
|
)
|
|
(262.0
|
)
|
|
—
|
|
|
(390.1
|
)
|
|||||
Net sales
|
7.0
|
|
|
432.1
|
|
|
548.1
|
|
|
(39.6
|
)
|
|
947.6
|
|
|||||
Cost of goods sold
|
—
|
|
|
(223.5
|
)
|
|
(350.2
|
)
|
|
32.4
|
|
|
(541.3
|
)
|
|||||
Gross profit
|
7.0
|
|
|
208.6
|
|
|
197.9
|
|
|
(7.2
|
)
|
|
406.3
|
|
|||||
Marketing, general and administrative expenses
|
(50.0
|
)
|
|
(97.9
|
)
|
|
(138.2
|
)
|
|
7.2
|
|
|
(278.9
|
)
|
|||||
Special items, net
|
—
|
|
|
(1.3
|
)
|
|
6.2
|
|
|
—
|
|
|
4.9
|
|
|||||
Equity income (loss) in subsidiaries
|
292.8
|
|
|
(19.4
|
)
|
|
92.1
|
|
|
(365.5
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
156.9
|
|
|
—
|
|
|
—
|
|
|
156.9
|
|
|||||
Operating income (loss)
|
249.8
|
|
|
246.9
|
|
|
158.0
|
|
|
(365.5
|
)
|
|
289.2
|
|
|||||
Interest income (expense), net
|
(54.0
|
)
|
|
67.2
|
|
|
(79.8
|
)
|
|
—
|
|
|
(66.6
|
)
|
|||||
Other income (expense), net
|
(21.2
|
)
|
|
12.6
|
|
|
9.4
|
|
|
—
|
|
|
0.8
|
|
|||||
Income (loss) from continuing operations before income taxes
|
174.6
|
|
|
326.7
|
|
|
87.6
|
|
|
(365.5
|
)
|
|
223.4
|
|
|||||
Income tax benefit (expense)
|
27.9
|
|
|
(65.3
|
)
|
|
17.8
|
|
|
—
|
|
|
(19.6
|
)
|
|||||
Net income (loss) from continuing operations
|
202.5
|
|
|
261.4
|
|
|
105.4
|
|
|
(365.5
|
)
|
|
203.8
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) including noncontrolling interests
|
202.5
|
|
|
261.4
|
|
|
105.4
|
|
|
(365.5
|
)
|
|
203.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
202.5
|
|
|
$
|
261.4
|
|
|
$
|
104.1
|
|
|
$
|
(365.5
|
)
|
|
$
|
202.5
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
143.1
|
|
|
$
|
220.0
|
|
|
$
|
86.3
|
|
|
$
|
(306.3
|
)
|
|
$
|
143.1
|
|
|
Parent
Guarantor and Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
4.9
|
|
|
$
|
573.6
|
|
|
$
|
911.1
|
|
|
$
|
(35.3
|
)
|
|
$
|
1,454.3
|
|
Excise taxes
|
—
|
|
|
(132.0
|
)
|
|
(304.9
|
)
|
|
—
|
|
|
(436.9
|
)
|
|||||
Net sales
|
4.9
|
|
|
441.6
|
|
|
606.2
|
|
|
(35.3
|
)
|
|
1,017.4
|
|
|||||
Cost of goods sold
|
—
|
|
|
(227.4
|
)
|
|
(388.0
|
)
|
|
29.5
|
|
|
(585.9
|
)
|
|||||
Gross profit
|
4.9
|
|
|
214.2
|
|
|
218.2
|
|
|
(5.8
|
)
|
|
431.5
|
|
|||||
Marketing, general and administrative expenses
|
(28.9
|
)
|
|
(94.3
|
)
|
|
(147.8
|
)
|
|
5.8
|
|
|
(265.2
|
)
|
|||||
Special items, net
|
—
|
|
|
(15.6
|
)
|
|
(277.9
|
)
|
|
—
|
|
|
(293.5
|
)
|
|||||
Equity income (loss) in subsidiaries
|
96.6
|
|
|
(280.7
|
)
|
|
59.7
|
|
|
124.4
|
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
135.3
|
|
|
—
|
|
|
—
|
|
|
135.3
|
|
|||||
Operating income (loss)
|
72.6
|
|
|
(41.1
|
)
|
|
(147.8
|
)
|
|
124.4
|
|
|
8.1
|
|
|||||
Interest income (expense), net
|
(16.1
|
)
|
|
70.5
|
|
|
(81.2
|
)
|
|
—
|
|
|
(26.8
|
)
|
|||||
Other income (expense), net
|
(0.1
|
)
|
|
3.4
|
|
|
0.4
|
|
|
—
|
|
|
3.7
|
|
|||||
Income (loss) from continuing operations before income taxes
|
56.4
|
|
|
32.8
|
|
|
(228.6
|
)
|
|
124.4
|
|
|
(15.0
|
)
|
|||||
Income tax benefit (expense)
|
(39.8
|
)
|
|
63.2
|
|
|
3.9
|
|
|
—
|
|
|
27.3
|
|
|||||
Net income (loss) from continuing operations
|
16.6
|
|
|
96.0
|
|
|
(224.7
|
)
|
|
124.4
|
|
|
12.3
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|||||
Net income (loss) including noncontrolling interests
|
16.6
|
|
|
96.0
|
|
|
(221.8
|
)
|
|
124.4
|
|
|
15.2
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||||
Net income (loss) attributable to MCBC
|
$
|
16.6
|
|
|
$
|
96.0
|
|
|
$
|
(220.4
|
)
|
|
$
|
124.4
|
|
|
$
|
16.6
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(239.4
|
)
|
|
$
|
(133.7
|
)
|
|
$
|
(286.3
|
)
|
|
$
|
420.0
|
|
|
$
|
(239.4
|
)
|
|
Parent
Guarantor and Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
20.5
|
|
|
$
|
1,526.2
|
|
|
$
|
2,255.5
|
|
|
$
|
(106.7
|
)
|
|
$
|
3,695.5
|
|
Excise taxes
|
—
|
|
|
(343.9
|
)
|
|
(760.6
|
)
|
|
—
|
|
|
(1,104.5
|
)
|
|||||
Net sales
|
20.5
|
|
|
1,182.3
|
|
|
1,494.9
|
|
|
(106.7
|
)
|
|
2,591.0
|
|
|||||
Cost of goods sold
|
—
|
|
|
(630.1
|
)
|
|
(973.0
|
)
|
|
85.6
|
|
|
(1,517.5
|
)
|
|||||
Gross profit
|
20.5
|
|
|
552.2
|
|
|
521.9
|
|
|
(21.1
|
)
|
|
1,073.5
|
|
|||||
Marketing, general and administrative expenses
|
(148.1
|
)
|
|
(281.7
|
)
|
|
(434.7
|
)
|
|
21.1
|
|
|
(843.4
|
)
|
|||||
Special items, net
|
—
|
|
|
106.6
|
|
|
(27.6
|
)
|
|
—
|
|
|
79.0
|
|
|||||
Equity income (loss) in subsidiaries
|
737.1
|
|
|
(223.7
|
)
|
|
329.3
|
|
|
(842.7
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
491.2
|
|
|
—
|
|
|
—
|
|
|
491.2
|
|
|||||
Operating income (loss)
|
609.5
|
|
|
644.6
|
|
|
388.9
|
|
|
(842.7
|
)
|
|
800.3
|
|
|||||
Interest income (expense), net
|
(126.7
|
)
|
|
208.0
|
|
|
(235.7
|
)
|
|
—
|
|
|
(154.4
|
)
|
|||||
Other income (expense), net
|
(61.5
|
)
|
|
8.5
|
|
|
8.1
|
|
|
—
|
|
|
(44.9
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
421.3
|
|
|
861.1
|
|
|
161.3
|
|
|
(842.7
|
)
|
|
601.0
|
|
|||||
Income tax benefit (expense)
|
116.2
|
|
|
(238.6
|
)
|
|
64.9
|
|
|
—
|
|
|
(57.5
|
)
|
|||||
Net income (loss) from continuing operations
|
537.5
|
|
|
622.5
|
|
|
226.2
|
|
|
(842.7
|
)
|
|
543.5
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Net income (loss) including noncontrolling interests
|
537.5
|
|
|
622.5
|
|
|
223.9
|
|
|
(842.7
|
)
|
|
541.2
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(3.7
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
537.5
|
|
|
$
|
622.5
|
|
|
$
|
220.2
|
|
|
$
|
(842.7
|
)
|
|
$
|
537.5
|
|
Comprehensive income attributable to MCBC
|
$
|
599.1
|
|
|
$
|
675.2
|
|
|
$
|
85.3
|
|
|
$
|
(760.5
|
)
|
|
$
|
599.1
|
|
|
Parent
Guarantor and Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
15.9
|
|
|
$
|
1,585.8
|
|
|
$
|
2,359.0
|
|
|
$
|
(70.2
|
)
|
|
$
|
3,890.5
|
|
Excise taxes
|
—
|
|
|
(363.0
|
)
|
|
(804.4
|
)
|
|
—
|
|
|
(1,167.4
|
)
|
|||||
Net sales
|
15.9
|
|
|
1,222.8
|
|
|
1,554.6
|
|
|
(70.2
|
)
|
|
2,723.1
|
|
|||||
Cost of goods sold
|
—
|
|
|
(680.3
|
)
|
|
(992.4
|
)
|
|
52.1
|
|
|
(1,620.6
|
)
|
|||||
Gross profit
|
15.9
|
|
|
542.5
|
|
|
562.2
|
|
|
(18.1
|
)
|
|
1,102.5
|
|
|||||
Marketing, general and administrative expenses
|
(87.3
|
)
|
|
(281.4
|
)
|
|
(438.5
|
)
|
|
18.1
|
|
|
(789.1
|
)
|
|||||
Special items, net
|
—
|
|
|
(23.8
|
)
|
|
(312.0
|
)
|
|
—
|
|
|
(335.8
|
)
|
|||||
Equity income (loss) in subsidiaries
|
384.8
|
|
|
(446.1
|
)
|
|
248.9
|
|
|
(187.6
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
470.1
|
|
|
—
|
|
|
—
|
|
|
470.1
|
|
|||||
Operating income (loss)
|
313.4
|
|
|
261.3
|
|
|
60.6
|
|
|
(187.6
|
)
|
|
447.7
|
|
|||||
Interest income (expense), net
|
(49.2
|
)
|
|
218.5
|
|
|
(255.9
|
)
|
|
—
|
|
|
(86.6
|
)
|
|||||
Other income (expense), net
|
(1.1
|
)
|
|
4.4
|
|
|
4.1
|
|
|
—
|
|
|
7.4
|
|
|||||
Income (loss) from continuing operations before income taxes
|
263.1
|
|
|
484.2
|
|
|
(191.2
|
)
|
|
(187.6
|
)
|
|
368.5
|
|
|||||
Income tax benefit (expense)
|
63.6
|
|
|
(101.1
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(43.9
|
)
|
|||||
Net income (loss) from continuing operations
|
326.7
|
|
|
383.1
|
|
|
(197.6
|
)
|
|
(187.6
|
)
|
|
324.6
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|||||
Net income (loss) including noncontrolling interests
|
326.7
|
|
|
383.1
|
|
|
(193.1
|
)
|
|
(187.6
|
)
|
|
329.1
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
326.7
|
|
|
$
|
383.1
|
|
|
$
|
(195.5
|
)
|
|
$
|
(187.6
|
)
|
|
$
|
326.7
|
|
Comprehensive income attributable to MCBC
|
$
|
(332.1
|
)
|
|
$
|
(221.6
|
)
|
|
$
|
(337.7
|
)
|
|
$
|
559.3
|
|
|
$
|
(332.1
|
)
|
|
Parent
Guarantor and Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
7,479.6
|
|
|
$
|
2,246.5
|
|
|
$
|
255.4
|
|
|
$
|
—
|
|
|
$
|
9,981.5
|
|
Accounts receivable, net
|
—
|
|
|
125.9
|
|
|
348.5
|
|
|
—
|
|
|
474.4
|
|
|||||
Other receivables, net
|
93.4
|
|
|
25.6
|
|
|
45.4
|
|
|
—
|
|
|
164.4
|
|
|||||
Total inventories
|
—
|
|
|
95.9
|
|
|
122.4
|
|
|
—
|
|
|
218.3
|
|
|||||
Other current assets, net
|
3.5
|
|
|
42.6
|
|
|
63.0
|
|
|
—
|
|
|
109.1
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
1,254.0
|
|
|
26.2
|
|
|
(1,280.2
|
)
|
|
—
|
|
|||||
Total current assets
|
7,576.5
|
|
|
3,790.5
|
|
|
860.9
|
|
|
(1,280.2
|
)
|
|
10,947.7
|
|
|||||
Properties, net
|
24.3
|
|
|
566.7
|
|
|
936.1
|
|
|
—
|
|
|
1,527.1
|
|
|||||
Goodwill
|
—
|
|
|
237.6
|
|
|
1,687.6
|
|
|
—
|
|
|
1,925.2
|
|
|||||
Other intangibles, net
|
—
|
|
|
3,104.8
|
|
|
1,775.6
|
|
|
—
|
|
|
4,880.4
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
2,643.6
|
|
|
—
|
|
|
—
|
|
|
2,643.6
|
|
|||||
Net investment in and advances to subsidiaries
|
11,486.4
|
|
|
2,913.9
|
|
|
5,291.3
|
|
|
(19,691.6
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
35.1
|
|
|
3.1
|
|
|
0.1
|
|
|
(11.6
|
)
|
|
26.7
|
|
|||||
Other assets, net
|
11.6
|
|
|
130.6
|
|
|
103.9
|
|
|
—
|
|
|
246.1
|
|
|||||
Total assets
|
$
|
19,133.9
|
|
|
$
|
13,390.8
|
|
|
$
|
10,655.5
|
|
|
$
|
(20,983.4
|
)
|
|
$
|
22,196.8
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
131.1
|
|
|
$
|
342.7
|
|
|
$
|
800.1
|
|
|
$
|
—
|
|
|
$
|
1,273.9
|
|
Current portion of long-term debt and short-term borrowings
|
299.9
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
|
326.9
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||||
Intercompany accounts payable
|
1,028.2
|
|
|
93.9
|
|
|
158.1
|
|
|
(1,280.2
|
)
|
|
—
|
|
|||||
Total current liabilities
|
1,459.2
|
|
|
436.6
|
|
|
990.1
|
|
|
(1,280.2
|
)
|
|
1,605.7
|
|
|||||
Long-term debt
|
7,741.0
|
|
|
1,819.7
|
|
|
—
|
|
|
—
|
|
|
9,560.7
|
|
|||||
Pension and postretirement benefits
|
3.6
|
|
|
188.4
|
|
|
14.1
|
|
|
—
|
|
|
206.1
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
221.0
|
|
|
588.7
|
|
|
(11.6
|
)
|
|
798.1
|
|
|||||
Other liabilities
|
11.7
|
|
|
23.8
|
|
|
37.7
|
|
|
—
|
|
|
73.2
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,347.6
|
|
|
6,559.2
|
|
|
(7,906.8
|
)
|
|
—
|
|
|||||
Total liabilities
|
9,215.5
|
|
|
4,037.1
|
|
|
8,202.4
|
|
|
(9,198.6
|
)
|
|
12,256.4
|
|
|||||
MCBC stockholders' equity
|
9,919.5
|
|
|
15,911.8
|
|
|
3,779.8
|
|
|
(19,691.6
|
)
|
|
9,919.5
|
|
|||||
Intercompany notes receivable
|
(1.1
|
)
|
|
(6,558.1
|
)
|
|
(1,347.6
|
)
|
|
7,906.8
|
|
|
—
|
|
|||||
Total stockholders' equity
|
9,918.4
|
|
|
9,353.7
|
|
|
2,432.2
|
|
|
(11,784.8
|
)
|
|
9,919.5
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
20.9
|
|
|||||
Total equity
|
9,918.4
|
|
|
9,353.7
|
|
|
2,453.1
|
|
|
(11,784.8
|
)
|
|
9,940.4
|
|
|||||
Total liabilities and equity
|
$
|
19,133.9
|
|
|
$
|
13,390.8
|
|
|
$
|
10,655.5
|
|
|
$
|
(20,983.4
|
)
|
|
$
|
22,196.8
|
|
|
Parent
Guarantor and 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 Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
728.4
|
|
|
$
|
(29.2
|
)
|
|
$
|
(28.7
|
)
|
|
$
|
(40.3
|
)
|
|
$
|
630.2
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(12.0
|
)
|
|
(60.6
|
)
|
|
(116.3
|
)
|
|
—
|
|
|
(188.9
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
142.1
|
|
|
13.3
|
|
|
—
|
|
|
155.4
|
|
|||||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,253.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,253.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,089.7
|
|
|
—
|
|
|
—
|
|
|
1,089.7
|
|
|||||
Other
|
1.5
|
|
|
2.3
|
|
|
(1.8
|
)
|
|
—
|
|
|
2.0
|
|
|||||
Net intercompany investing activity
|
(1,771.2
|
)
|
|
(1,590.9
|
)
|
|
(1,348.6
|
)
|
|
4,710.7
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(1,781.7
|
)
|
|
(1,671.1
|
)
|
|
(1,446.8
|
)
|
|
4,710.7
|
|
|
(188.9
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock, net
|
2,525.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,525.6
|
|
|||||
Exercise of stock options under equity compensation plans
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|||||
Dividends paid
|
(241.8
|
)
|
|
(40.3
|
)
|
|
(22.8
|
)
|
|
40.3
|
|
|
(264.6
|
)
|
|||||
Debt issuance costs
|
(55.7
|
)
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(60.2
|
)
|
|||||
Payments on debt and borrowings
|
—
|
|
|
—
|
|
|
(23.3
|
)
|
|
—
|
|
|
(23.3
|
)
|
|||||
Proceeds on debt and borrowings
|
6,167.6
|
|
|
768.8
|
|
|
35.5
|
|
|
—
|
|
|
6,971.9
|
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||||
Change in overdraft balances and other
|
(17.4
|
)
|
|
—
|
|
|
(21.7
|
)
|
|
—
|
|
|
(39.1
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
3,119.8
|
|
|
1,590.9
|
|
|
(4,710.7
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
8,386.5
|
|
|
3,843.8
|
|
|
1,560.2
|
|
|
(4,670.4
|
)
|
|
9,120.1
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
7,333.2
|
|
|
2,143.5
|
|
|
84.7
|
|
|
—
|
|
|
9,561.4
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(3.2
|
)
|
|
(7.6
|
)
|
|
—
|
|
|
(10.8
|
)
|
|||||
Balance at beginning of year
|
146.4
|
|
|
106.2
|
|
|
178.3
|
|
|
—
|
|
|
430.9
|
|
|||||
Balance at end of period
|
$
|
7,479.6
|
|
|
$
|
2,246.5
|
|
|
$
|
255.4
|
|
|
$
|
—
|
|
|
$
|
9,981.5
|
|
|
Parent
Guarantor and Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
341.5
|
|
|
$
|
331.5
|
|
|
$
|
73.5
|
|
|
$
|
(267.5
|
)
|
|
$
|
479.0
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(8.7
|
)
|
|
(57.7
|
)
|
|
(141.9
|
)
|
|
—
|
|
|
(208.3
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
0.5
|
|
|
8.3
|
|
|
—
|
|
|
8.8
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(91.2
|
)
|
|
—
|
|
|
(91.2
|
)
|
|||||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,144.5
|
)
|
|
—
|
|
|
—
|
|
|
(1,144.5
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,088.2
|
|
|
—
|
|
|
—
|
|
|
1,088.2
|
|
|||||
Other
|
—
|
|
|
(3.3
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
(7.1
|
)
|
|||||
Net intercompany investing activity
|
(56.3
|
)
|
|
(186.5
|
)
|
|
(167.2
|
)
|
|
410.0
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(65.0
|
)
|
|
(303.3
|
)
|
|
(387.1
|
)
|
|
410.0
|
|
|
(345.4
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercise of stock options under equity compensation plans
|
31.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.2
|
|
|||||
Dividends paid
|
(203.8
|
)
|
|
(267.5
|
)
|
|
(24.3
|
)
|
|
267.5
|
|
|
(228.1
|
)
|
|||||
Payments for purchase of treasury stock
|
(100.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.1
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
679.9
|
|
|
33.1
|
|
|
—
|
|
|
713.0
|
|
|||||
Payments on debt and borrowings
|
—
|
|
|
(676.4
|
)
|
|
(19.7
|
)
|
|
—
|
|
|
(696.1
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
10.0
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
17.1
|
|
|||||
Change in overdraft balances and other
|
(9.6
|
)
|
|
(2.4
|
)
|
|
(52.6
|
)
|
|
—
|
|
|
(64.6
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
223.5
|
|
|
186.5
|
|
|
(410.0
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(272.3
|
)
|
|
(42.9
|
)
|
|
130.1
|
|
|
(142.5
|
)
|
|
(327.6
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
4.2
|
|
|
(14.7
|
)
|
|
(183.5
|
)
|
|
—
|
|
|
(194.0
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(20.0
|
)
|
|
(17.0
|
)
|
|
—
|
|
|
(37.0
|
)
|
|||||
Balance at beginning of year
|
40.9
|
|
|
173.2
|
|
|
410.5
|
|
|
—
|
|
|
624.6
|
|
|||||
Balance at end of period
|
$
|
45.1
|
|
|
$
|
138.5
|
|
|
$
|
210.0
|
|
|
$
|
—
|
|
|
$
|
393.6
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
|
8.642
|
|
|
8.953
|
|
|
(3.5
|
)%
|
|
22.970
|
|
|
23.208
|
|
|
(1.0
|
)%
|
||||
Net sales
|
$
|
947.6
|
|
|
$
|
1,017.4
|
|
|
(6.9
|
)%
|
|
$
|
2,591.0
|
|
|
$
|
2,723.1
|
|
|
(4.9
|
)%
|
Net income (loss) attributable to MCBC from continuing operations
|
$
|
202.5
|
|
|
$
|
13.7
|
|
|
N/M
|
|
|
$
|
539.8
|
|
|
$
|
322.2
|
|
|
67.5
|
%
|
Net income (loss) attributable to MCBC per diluted share from continuing operations
|
$
|
0.94
|
|
|
$
|
0.07
|
|
|
N/M
|
|
|
$
|
2.54
|
|
|
$
|
1.73
|
|
|
46.8
|
%
|
•
|
In our Canada segment, income from continuing operations before income taxes decreased by
1.6%
to
$90.3 million
in the
third
quarter of 2016 compared to the prior year, driven by lower volume and higher cost of goods sold and brand investments which were partially offset by lower special charges.
|
•
|
In our U.S. segment, equity income increased
16.0%
to
$156.9 million
in the
third
quarter of 2016 compared to the prior year, primarily driven by lower special charges related to the closure of the Eden brewery, along with higher net pricing, positive sales mix and lower cost of goods sold. Additionally, our U.S. segment equity income in the
third
quarter of 2016 benefited from a
$1.2 million
benefit of Coors Brewing Company ("CBC"), a wholly-owned subsidiary of MCBC, associated with an anticipated refund of U.S. federal excise tax paid on products imported by CBC based on qualifying volumes exported from the U.S. by CBC.
|
•
|
In our Europe segment, income from continuing operations before income taxes increased by
153.8%
to
$98.5 million
in the
third
quarter of 2016, compared to the prior year, primarily driven by lower special charges due to indefinite-lived intangible asset brand impairment charges incurred in the third quarter of 2015 of
$275.0 million
. This increase was partially offset by higher brand amortization expense and a lower net pension benefit along with unfavorable foreign currency movements.
|
•
|
Our MCI segment reported a loss from continuing operations before income taxes of
$2.7 million
in the
third
quarter of 2016, compared to
$2.1 million
in the prior year, primarily driven by the impact of total alcohol prohibition in Bihar, the repatriation of our U.K.
Staropramen
rights to our European business and higher brand investments in Latin America, partially offset by favorable sales mix and lower expenses in China.
|
•
|
Volume for
Carling
, the number one beer brand in the U.K. and the largest brand in our Europe segment, decreased by 10.3% during the
third
quarter of 2016, due to a focus on margin and continued decline in the mainstream lager market; however, the brand gained share within its segment compared to the prior year.
|
•
|
Coors Light
global volume (including our proportionate percentage of MillerCoors'
Coors Light
volumes) decreased during the
third
quarter of 2016 by
3.3%
versus the
third
quarter of 2015. The overall volume decrease in the
third
quarter of 2016 was driven by lower volumes in the U.S., Canada and MCI. Volumes in the U.S. were lower than prior year in-line with the overall U.S. industry. The declines in Canada are the result of ongoing competitive pressures as well as a shift in preference to value brands in Alberta resulting from a weaker economy; however, our new packaging, advertising and in-pack sales promotions are driving improved consumer purchase intent and other brand health scores. This decrease was slightly offset by strong volume performance in Europe.
|
•
|
Molson Canadian
volume in Canada decreased by 7.2% during the
third
quarter of 2016 versus the prior year, primarily driven by challenging economic conditions and competitive pressures in Alberta, along with the unfavorable timing impacts of the Canada Day holiday.
|
•
|
Staropramen
volume, including royalty volume, decreased by 1.1% during the
third
quarter of 2016, versus the
third
quarter of 2015, driven by lower volumes in Czech Republic, partially offset by growth outside of the brand's primary market.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial volume
|
8.642
|
|
|
8.953
|
|
|
(3.5
|
)%
|
|
22.970
|
|
|
23.208
|
|
|
(1.0
|
)%
|
Royalty volume
(1)
|
0.433
|
|
|
0.461
|
|
|
(6.1
|
)%
|
|
1.291
|
|
|
1.280
|
|
|
0.9
|
%
|
Owned volume
|
9.075
|
|
|
9.414
|
|
|
(3.6
|
)%
|
|
24.261
|
|
|
24.488
|
|
|
(0.9
|
)%
|
Proportionate share of equity investment STR
|
6.856
|
|
|
7.141
|
|
|
(4.0
|
)%
|
|
19.427
|
|
|
19.821
|
|
|
(2.0
|
)%
|
Total worldwide beer volume
|
15.931
|
|
|
16.555
|
|
|
(3.8
|
)%
|
|
43.688
|
|
|
44.309
|
|
|
(1.4
|
)%
|
(1)
|
Includes MCI segment royalty volume that is primarily in Russia, Ukraine and Mexico, and Europe segment royalty volume in Republic of Ireland.
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
|
|
Total
|
|||||
Consolidated
|
(3.5
|
)%
|
|
1.2
|
%
|
|
(4.6
|
)%
|
|
—
|
%
|
|
(6.9
|
)%
|
Canada
|
(2.9
|
)%
|
|
0.6
|
%
|
|
0.3
|
%
|
|
(0.2
|
)%
|
|
(2.2
|
)%
|
Europe
|
(1.4
|
)%
|
|
1.2
|
%
|
|
(8.9
|
)%
|
|
(0.3
|
)%
|
|
(9.4
|
)%
|
MCI
|
(36.4
|
)%
|
|
13.2
|
%
|
|
4.1
|
%
|
|
—
|
%
|
|
(19.1
|
)%
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
|
|
Total
|
|||||
Consolidated
|
(1.0
|
)%
|
|
0.9
|
%
|
|
(4.8
|
)%
|
|
—
|
%
|
|
(4.9
|
)%
|
Canada
|
(2.6
|
)%
|
|
0.4
|
%
|
|
(4.0
|
)%
|
|
(0.1
|
)%
|
|
(6.3
|
)%
|
Europe
|
1.3
|
%
|
|
0.8
|
%
|
|
(5.8
|
)%
|
|
(0.1
|
)%
|
|
(3.8
|
)%
|
MCI
|
(23.7
|
)%
|
|
18.6
|
%
|
|
1.4
|
%
|
|
—
|
%
|
|
(3.7
|
)%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
|
2.107
|
|
|
2.171
|
|
|
(2.9
|
)%
|
|
5.698
|
|
|
5.851
|
|
|
(2.6
|
)%
|
||||
Sales
|
$
|
532.7
|
|
|
$
|
545.6
|
|
|
(2.4
|
)%
|
|
$
|
1,446.5
|
|
|
$
|
1,539.2
|
|
|
(6.0
|
)%
|
Excise taxes
|
(130.5
|
)
|
|
(134.4
|
)
|
|
(2.9
|
)%
|
|
(350.4
|
)
|
|
(369.6
|
)
|
|
(5.2
|
)%
|
||||
Net sales
|
402.2
|
|
|
411.2
|
|
|
(2.2
|
)%
|
|
1,096.1
|
|
|
1,169.6
|
|
|
(6.3
|
)%
|
||||
Cost of goods sold
|
(218.3
|
)
|
|
(216.8
|
)
|
|
0.7
|
%
|
|
(614.7
|
)
|
|
(654.2
|
)
|
|
(6.0
|
)%
|
||||
Gross profit
|
183.9
|
|
|
194.4
|
|
|
(5.4
|
)%
|
|
481.4
|
|
|
515.4
|
|
|
(6.6
|
)%
|
||||
Marketing, general and administrative expenses
|
(93.6
|
)
|
|
(90.6
|
)
|
|
3.3
|
%
|
|
(269.6
|
)
|
|
(270.7
|
)
|
|
(0.4
|
)%
|
||||
Special items, net
(1)
|
(1.3
|
)
|
|
(15.7
|
)
|
|
(91.7
|
)%
|
|
106.6
|
|
|
(23.9
|
)
|
|
N/M
|
|
||||
Operating income (loss)
|
89.0
|
|
|
88.1
|
|
|
1.0
|
%
|
|
318.4
|
|
|
220.8
|
|
|
44.2
|
%
|
||||
Other income (expense), net
|
1.3
|
|
|
3.7
|
|
|
(64.9
|
)%
|
|
7.0
|
|
|
8.0
|
|
|
(12.5
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
90.3
|
|
|
$
|
91.8
|
|
|
(1.6
|
)%
|
|
$
|
325.4
|
|
|
$
|
228.8
|
|
|
42.2
|
%
|
(1)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
to the unaudited condensed consolidated financial statements for detail of special items.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volumes in hectoliters
(1)
|
18.265
|
|
|
18.470
|
|
|
(1.1
|
)%
|
|
53.721
|
|
|
54.573
|
|
|
(1.6
|
)%
|
||||
Sales
|
$
|
2,292.5
|
|
|
$
|
2,286.8
|
|
|
0.2
|
%
|
|
$
|
6,788.1
|
|
|
$
|
6,826.9
|
|
|
(0.6
|
)%
|
Excise taxes
|
(284.8
|
)
|
|
(286.8
|
)
|
|
(0.7
|
)%
|
|
(837.6
|
)
|
|
(849.6
|
)
|
|
(1.4
|
)%
|
||||
Net sales
|
2,007.7
|
|
|
2,000.0
|
|
|
0.4
|
%
|
|
5,950.5
|
|
|
5,977.3
|
|
|
(0.4
|
)%
|
||||
Cost of goods sold
|
(1,150.8
|
)
|
|
(1,173.9
|
)
|
|
(2.0
|
)%
|
|
(3,358.3
|
)
|
|
(3,490.6
|
)
|
|
(3.8
|
)%
|
||||
Gross profit
|
856.9
|
|
|
826.1
|
|
|
3.7
|
%
|
|
2,592.2
|
|
|
2,486.7
|
|
|
4.2
|
%
|
||||
Marketing, general and administrative expenses
|
(475.2
|
)
|
|
(475.1
|
)
|
|
—
|
%
|
|
(1,362.0
|
)
|
|
(1,333.0
|
)
|
|
2.2
|
%
|
||||
Special items, net
|
(8.3
|
)
|
|
(28.0
|
)
|
|
(70.4
|
)%
|
|
(84.6
|
)
|
|
(28.0
|
)
|
|
N/M
|
|
||||
Operating income
|
373.4
|
|
|
323.0
|
|
|
15.6
|
%
|
|
1,145.6
|
|
|
1,125.7
|
|
|
1.8
|
%
|
||||
Interest income (expense), net
|
(0.5
|
)
|
|
(0.3
|
)
|
|
66.7
|
%
|
|
(1.4
|
)
|
|
(1.0
|
)
|
|
40.0
|
%
|
||||
Other income (expense), net
|
1.1
|
|
|
0.2
|
|
|
N/M
|
|
|
3.7
|
|
|
4.6
|
|
|
(19.6
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
374.0
|
|
|
322.9
|
|
|
15.8
|
%
|
|
1,147.9
|
|
|
1,129.3
|
|
|
1.6
|
%
|
||||
Income tax benefit (expense)
|
(1.3
|
)
|
|
(1.1
|
)
|
|
18.2
|
%
|
|
(3.3
|
)
|
|
(3.8
|
)
|
|
(13.2
|
)%
|
||||
Net income (loss) from continuing operations
|
372.7
|
|
|
321.8
|
|
|
15.8
|
%
|
|
1,144.6
|
|
|
1,125.5
|
|
|
1.7
|
%
|
||||
Net (income) loss attributable to noncontrolling interests
|
(3.5
|
)
|
|
(5.3
|
)
|
|
(34.0
|
)%
|
|
(10.6
|
)
|
|
(17.2
|
)
|
|
(38.4
|
)%
|
||||
Net income (loss) attributable to MillerCoors
|
$
|
369.2
|
|
|
$
|
316.5
|
|
|
16.7
|
%
|
|
$
|
1,134.0
|
|
|
$
|
1,108.3
|
|
|
2.3
|
%
|
(1)
|
Includes contract brewing and company-owned distributor sales, which are excluded from our worldwide beer volume calculation.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Net income attributable to MillerCoors
|
$
|
369.2
|
|
|
$
|
316.5
|
|
|
16.7
|
%
|
|
$
|
1,134.0
|
|
|
$
|
1,108.3
|
|
|
2.3
|
%
|
MCBC economic interest
|
42
|
%
|
|
42
|
%
|
|
|
|
|
42
|
%
|
|
42
|
%
|
|
|
|
||||
MCBC proportionate share of MillerCoors net income
|
$
|
155.1
|
|
|
$
|
132.9
|
|
|
16.7
|
%
|
|
$
|
476.3
|
|
|
$
|
465.5
|
|
|
2.3
|
%
|
Amortization of the difference between MCBC contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
1.1
|
|
|
1.0
|
|
|
10.0
|
%
|
|
3.3
|
|
|
3.4
|
|
|
(2.9
|
)%
|
||||
Share-based compensation adjustment
(1)
|
(0.5
|
)
|
|
1.4
|
|
|
(135.7
|
)%
|
|
(0.7
|
)
|
|
1.2
|
|
|
(158.3
|
)%
|
||||
U.S. import tax benefit
(2)
|
1.2
|
|
|
—
|
|
|
N/M
|
|
|
12.3
|
|
|
—
|
|
|
N/M
|
|
||||
Equity income in MillerCoors
|
$
|
156.9
|
|
|
$
|
135.3
|
|
|
16.0
|
%
|
|
$
|
491.2
|
|
|
$
|
470.1
|
|
|
4.5
|
%
|
(1)
|
See Part I—Item 1. Financial Statements,
Note 4, "Investments"
to the unaudited condensed consolidated financial statements for a detailed discussion of these equity method adjustments.
|
(2)
|
Represents a benefit associated with an anticipated refund to CBC of U.S. federal excise tax paid on products imported by CBC based on qualifying volumes exported by CBC from the U.S. Due to administrative restrictions outlined within the legislation enacted in 2016, the anticipated refund is not expected to be received until 2018. Accordingly, the anticipated refund amount represents a non-current receivable which has been recorded within other non-current assets on the unaudited condensed consolidated balance sheet as of
September 30, 2016
.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
(1)
|
6.280
|
|
|
6.372
|
|
|
(1.4
|
)%
|
|
16.369
|
|
|
16.165
|
|
|
1.3
|
%
|
||||
Sales
(1)
|
$
|
764.5
|
|
|
$
|
859.5
|
|
|
(11.1
|
)%
|
|
$
|
2,125.9
|
|
|
$
|
2,220.6
|
|
|
(4.3
|
)%
|
Excise taxes
|
(251.9
|
)
|
|
(293.5
|
)
|
|
(14.2
|
)%
|
|
(732.5
|
)
|
|
(771.9
|
)
|
|
(5.1
|
)%
|
||||
Net sales
(1)
|
512.6
|
|
|
566.0
|
|
|
(9.4
|
)%
|
|
1,393.4
|
|
|
1,448.7
|
|
|
(3.8
|
)%
|
||||
Cost of goods sold
|
(306.8
|
)
|
|
(338.8
|
)
|
|
(9.4
|
)%
|
|
(857.6
|
)
|
|
(886.6
|
)
|
|
(3.3
|
)%
|
||||
Gross profit
|
205.8
|
|
|
227.2
|
|
|
(9.4
|
)%
|
|
535.8
|
|
|
562.1
|
|
|
(4.7
|
)%
|
||||
Marketing, general and administrative expenses
|
(124.4
|
)
|
|
(133.5
|
)
|
|
(6.8
|
)%
|
|
(394.8
|
)
|
|
(396.9
|
)
|
|
(0.5
|
)%
|
||||
Special items, net
(2)
|
6.2
|
|
|
(277.8
|
)
|
|
(102.2
|
)%
|
|
3.2
|
|
|
(305.5
|
)
|
|
(101.0
|
)%
|
||||
Operating income (loss)
|
87.6
|
|
|
(184.1
|
)
|
|
(147.6
|
)%
|
|
144.2
|
|
|
(140.3
|
)
|
|
N/M
|
|
||||
Interest income
(3)
|
1.0
|
|
|
1.0
|
|
|
—
|
%
|
|
2.7
|
|
|
3.0
|
|
|
(10.0
|
)%
|
||||
Other income (expense), net
|
9.9
|
|
|
(0.1
|
)
|
|
N/M
|
|
|
9.4
|
|
|
(1.0
|
)
|
|
N/M
|
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
98.5
|
|
|
$
|
(183.2
|
)
|
|
(153.8
|
)%
|
|
$
|
156.3
|
|
|
$
|
(138.3
|
)
|
|
N/M
|
|
(1)
|
Gross segment sales include intercompany sales to MCI consisting of
$0.8 million
of net sales and
0.016 million
hectoliters and
$2.9 million
of net sales and
0.039 million
hectoliters for the
three
and
nine
months ended
September 30, 2016
, respectively. Gross segment sales include intercompany sales to MCI consisting of
$1.4 million
of net sales and
0.016 million
hectoliters and
$3.6 million
of net sales and
0.043 million
hectoliters for the
three
and
nine
months ended
September 30, 2015
, respectively. The offset is included within MCI cost of goods sold. These amounts are eliminated in the consolidated totals.
|
(2)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
to the unaudited condensed consolidated financial statements for detail of special items.
|
(3)
|
Interest income is earned on trade loans to on-premise customers exclusively in the U.K. and is typically driven by note receivable balances outstanding from period to period.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
(1)
|
0.271
|
|
|
0.426
|
|
|
(36.4
|
)%
|
|
0.942
|
|
|
1.235
|
|
|
(23.7
|
)%
|
||||
Sales
|
$
|
41.1
|
|
|
$
|
50.3
|
|
|
(18.3
|
)%
|
|
$
|
125.2
|
|
|
$
|
133.5
|
|
|
(6.2
|
)%
|
Excise taxes
|
(7.7
|
)
|
|
(9.0
|
)
|
|
(14.4
|
)%
|
|
(21.6
|
)
|
|
(25.9
|
)
|
|
(16.6
|
)%
|
||||
Net sales
|
33.4
|
|
|
41.3
|
|
|
(19.1
|
)%
|
|
103.6
|
|
|
107.6
|
|
|
(3.7
|
)%
|
||||
Cost of goods sold
(2)
|
(20.3
|
)
|
|
(26.9
|
)
|
|
(24.5
|
)%
|
|
(66.6
|
)
|
|
(73.8
|
)
|
|
(9.8
|
)%
|
||||
Gross profit
|
13.1
|
|
|
14.4
|
|
|
(9.0
|
)%
|
|
37.0
|
|
|
33.8
|
|
|
9.5
|
%
|
||||
Marketing, general and administrative expenses
|
(15.9
|
)
|
|
(16.5
|
)
|
|
(3.6
|
)%
|
|
(44.7
|
)
|
|
(46.7
|
)
|
|
(4.3
|
)%
|
||||
Special items, net
(3)
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(30.8
|
)
|
|
(6.4
|
)
|
|
N/M
|
|
||||
Operating income (loss)
|
(2.8
|
)
|
|
(2.1
|
)
|
|
33.3
|
%
|
|
(38.5
|
)
|
|
(19.3
|
)
|
|
99.5
|
%
|
||||
Other income (expense), net
|
0.1
|
|
|
—
|
|
|
N/M
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
(125.0
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
(2.7
|
)
|
|
$
|
(2.1
|
)
|
|
28.6
|
%
|
|
$
|
(38.4
|
)
|
|
$
|
(19.7
|
)
|
|
94.9
|
%
|
(1)
|
Excludes royalty volume of
0.383 million
hectoliters and
1.154 million
hectoliters for the
three
and
nine
months ended
September 30, 2016
, respectively, and excludes royalty volume of
0.397 million
hectoliters and
1.120 million
hectoliters for the three and
nine
months ended
September 30, 2015
, respectively.
|
(2)
|
Reflects gross segment amounts and for the three months ended
September 30, 2016
, and
September 30, 2015
, includes intercompany cost of goods sold from Europe of
$0.8 million
and
$1.4 million
, respectively. The
nine
months ended
September 30, 2016
, and
September 30, 2015
, includes intercompany cost of goods sold from Europe of
$2.9 million
and
$3.6 million
, respectively. The offset is included within Europe net sales. These amounts are eliminated in the consolidated totals.
|
(3)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
to the unaudited condensed consolidated financial statements for detail of special items.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
|
September 30, 2016
|
|
September 30, 2015
|
|
% change
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||
Volume in hectoliters
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Sales
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
(33.3
|
)%
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
—
|
%
|
Excise taxes
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Net sales
|
0.2
|
|
|
0.3
|
|
|
(33.3
|
)%
|
|
0.8
|
|
|
0.8
|
|
|
—
|
%
|
||||
Cost of goods sold
|
3.3
|
|
|
(4.8
|
)
|
|
(168.8
|
)%
|
|
18.5
|
|
|
(9.6
|
)
|
|
N/M
|
|
||||
Gross profit
|
3.5
|
|
|
(4.5
|
)
|
|
(177.8
|
)%
|
|
19.3
|
|
|
(8.8
|
)
|
|
N/M
|
|
||||
Marketing, general and administrative expenses
|
(45.0
|
)
|
|
(24.6
|
)
|
|
82.9
|
%
|
|
(134.3
|
)
|
|
(74.8
|
)
|
|
79.5
|
%
|
||||
Special items, net
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Operating income (loss)
|
(41.5
|
)
|
|
(29.1
|
)
|
|
42.6
|
%
|
|
(115.0
|
)
|
|
(83.6
|
)
|
|
37.6
|
%
|
||||
Interest expense, net
|
(67.6
|
)
|
|
(27.8
|
)
|
|
143.2
|
%
|
|
(157.1
|
)
|
|
(89.6
|
)
|
|
75.3
|
%
|
||||
Other income (expense), net
|
(10.5
|
)
|
|
0.1
|
|
|
N/M
|
|
|
(61.4
|
)
|
|
0.8
|
|
|
N/M
|
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
(119.6
|
)
|
|
$
|
(56.8
|
)
|
|
110.6
|
%
|
|
$
|
(333.5
|
)
|
|
$
|
(172.4
|
)
|
|
93.4
|
%
|
|
As of
|
||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2015
(1)
|
||||||
|
(In millions)
|
||||||||||
Current assets
|
$
|
10,947.7
|
|
|
$
|
1,258.8
|
|
|
$
|
1,351.6
|
|
Less: Current liabilities
|
(1,605.7
|
)
|
|
(1,217.2
|
)
|
|
(1,413.3
|
)
|
|||
Add: Current portion of long-term debt and short-term borrowings
|
326.9
|
|
|
28.7
|
|
|
48.2
|
|
|||
Net working capital
|
$
|
9,668.9
|
|
|
$
|
70.3
|
|
|
$
|
(13.5
|
)
|
(1)
|
During the fourth quarter of 2015, we prospectively adopted authoritative guidance requiring all deferred tax assets and deferred tax liabilities to be presented as non-current on the consolidated balance sheet. Because we adopted this guidance prospectively, the prior period balances have not been retrospectively adjusted and continue to reflect current and non-current classification as historically presented. See Note 2 of the Notes included in our Annual Report for further discussion on the adoption of this pronouncement.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
|
|
|
|
||||
Canadian Dollar (CAD)
|
1.30
|
|
|
1.30
|
|
|
1.32
|
|
|
1.25
|
|
Euro (EUR)
|
0.90
|
|
|
0.89
|
|
|
0.89
|
|
|
0.89
|
|
British Pound (GBP)
|
0.76
|
|
|
0.65
|
|
|
0.72
|
|
|
0.65
|
|
Czech Koruna (CZK)
|
24.20
|
|
|
24.36
|
|
|
24.16
|
|
|
24.44
|
|
Croatian Kuna (HRK)
|
6.72
|
|
|
6.85
|
|
|
6.70
|
|
|
6.84
|
|
Serbian Dinar (RSD)
|
110.14
|
|
|
107.24
|
|
|
110.38
|
|
|
107.40
|
|
New Romanian Leu (RON)
|
4.00
|
|
|
4.00
|
|
|
4.04
|
|
|
3.97
|
|
Bulgarian Lev (BGN)
|
1.75
|
|
|
1.75
|
|
|
1.76
|
|
|
1.75
|
|
Hungarian Forint (HUF)
|
279.87
|
|
|
281.94
|
|
|
282.15
|
|
|
278.01
|
|
|
As of
|
||||
|
September 30, 2016
|
|
December 31, 2015
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian Dollar (CAD)
|
1.31
|
|
|
1.38
|
|
Euro (EUR)
|
0.89
|
|
|
0.92
|
|
British Pound (GBP)
|
0.77
|
|
|
0.68
|
|
Czech Koruna (CZK)
|
24.04
|
|
|
24.88
|
|
Croatian Kuna (HRK)
|
6.69
|
|
|
7.04
|
|
Serbian Dinar (RSD)
|
109.53
|
|
|
111.86
|
|
New Romanian Leu (RON)
|
3.96
|
|
|
4.16
|
|
Bulgarian Lev (BGN)
|
1.74
|
|
|
1.80
|
|
Hungarian Forint (HUF)
|
274.35
|
|
|
290.44
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt obligations
|
$
|
9,954.1
|
|
|
$
|
327.0
|
|
|
$
|
1,185.6
|
|
|
$
|
1,380.9
|
|
|
$
|
7,060.6
|
|
Interest payments on debt obligations
|
4,828.0
|
|
|
307.4
|
|
|
569.3
|
|
|
534.2
|
|
|
3,417.1
|
|
|||||
Retirement plan expenditures
|
74.9
|
|
|
7.6
|
|
|
14.5
|
|
|
15.1
|
|
|
37.7
|
|
|||||
Operating leases
|
118.7
|
|
|
30.9
|
|
|
47.0
|
|
|
24.9
|
|
|
15.9
|
|
|||||
Other long-term obligations
|
2,544.7
|
|
|
652.3
|
|
|
739.5
|
|
|
532.3
|
|
|
620.6
|
|
|||||
Total obligations
|
$
|
17,520.4
|
|
|
$
|
1,325.2
|
|
|
$
|
2,555.9
|
|
|
$
|
2,487.4
|
|
|
$
|
11,151.9
|
|
|
Amount of commitment expiration per period
|
||||||||||||||||||
|
Total amounts
committed
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Standby letters of credit
|
$
|
60.5
|
|
|
$
|
58.9
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
(In millions)
|
||||||||||||||||||
$
|
5.9
|
|
|
$
|
5.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
As of
|
||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
||||
Foreign currency risk:
|
|
|
|
||||
Forwards
|
$
|
(48.4
|
)
|
|
$
|
(29.7
|
)
|
Foreign currency denominated debt
(1)
|
$
|
(247.8
|
)
|
|
$
|
(103.1
|
)
|
Interest rate risk:
|
|
|
|
||||
Debt
(1)
|
$
|
(316.5
|
)
|
|
$
|
(99.6
|
)
|
Commodity price risk:
|
|
|
|
||||
Swaps
|
$
|
(11.6
|
)
|
|
$
|
(9.4
|
)
|
(1)
|
On July 7, 2016, we issued USD Notes, EUR Notes and CAD Notes in order to partially fund the financing of the Acquisition. See
Note 11, "Debt"
for additional information.
|
Exhibit
Number
|
|
Document Description
|
|
2.1**
|
|
Amendment No. 2 to Purchase Agreement, dated as of October 3, 2016, between Anheuser-Busch Inbev SA/NV and Molson Coors Brewing Company (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, filed on October 4, 2016).
|
|
4.1
|
|
Eighth Supplemental Indenture, dated as of August 19, 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
|
|
Ninth Supplemental Indenture, dated as of September 30, 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.
|
|
4.3
|
|
Fourth Supplemental Indenture, dated as of August 19, 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.
|
|
4.4
|
|
Fifth Supplemental Indenture, dated as of September 30, 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.
|
|
4.5
|
|
Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, the guarantors named therein and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.9 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
4.6
|
|
First Supplemental Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, the guarantors named therein and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.10 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
4.7
|
|
Second Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
4.8
|
|
Third Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
4.9
|
|
Fourth Supplemental Indenture, dated as of August 19, 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.
|
|
4.10
|
|
Fifth Supplemental Indenture, dated as of September 30, 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.
|
|
4.11
|
|
Indenture, dated as of July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
4.12
|
|
First Supplemental Indenture, dated as of July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and Paying Agent (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
4.13
|
|
Second Supplemental Indenture, dated as of July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
4.14
|
|
Third Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
4.15
|
|
Fourth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among the Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
4.16
|
|
Form of 1.250% Senior Notes due 2024 (incorporated by reference to Exhibit 4.4 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
4.17
|
|
Form of 1.450% Senior Notes due 2019 (incorporated by reference to Exhibit 4.5 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
4.18
|
|
Form of 2.100% Senior Notes due 2021 (incorporated by reference to Exhibit 4.6 of our Current Report on Form 8-K, filed on July 7, 2016).
|
|
|
|
|
|
MOLSON COORS BREWING COMPANY
|
||
|
By:
|
|
/s/ BRIAN C. TABOLT
|
|
|
|
Brian C. Tabolt
Global Controller
(Chief Accounting Officer)
November 1, 2016
|
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/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Lisa M. Kudo
|
By:
|
/s/ Robert Morrison
|
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/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Michael J. Rumley
|
By:
|
/s/ Lisa M. Kudo
|
By:
|
/s/ Raji Sivalingam
|
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/ Michael J. Rumley
|
By:
|
______
/s/ Michael J. Rumley
|
By:
|
______
/s/ Lisa M. Kudo
|
By:
|
______
/s/ Danny Snider
|
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/ Michael J. Rumley
|
By:
|
_____
/s/ Michael J. Rumley
|
By:
|
_____
/s/ Michael J. Rumley
|
By:
|
_____
/s/ Michael J. Rumley
|
By:
|
_____
/s/ Lisa M. Kudo
|
By:
|
_____
/s/ Robert Morrison
|
|
MOLSON COORS INTERNATIONAL LP
By:
MOLSON COORS INTERNATIONAL
GENERAL, ULC, Its General Partner
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
GUARANTORS:
|
CBC HOLDCO 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
|
|
MC HOLDING COMPANY LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
NEWCO3, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON CANADA 2005
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
|
|
MOLSON COORS CALLCO ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MOLSON COORS HOLDCO INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President Treasurer
|
|
COORS INTERNATIONAL HOLDCO 2, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
By:
/s/ Lisa M. Kudo
Name: Lisa M. Kudo
Title: Corporate Trust Officer
By:
/s/ Robert Morrison
Name: Robert Morrison
Title: Corporate Trust Officer
|
|
MOLSON COORS INTERNATIONAL LP
By:
MOLSON COORS INTERNATIONAL
GENERAL, ULC, Its General Partner
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
GUARANTORS:
|
CBC HOLDCO 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
|
|
MC HOLDING COMPANY LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
NEWCO3, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON CANADA 2005
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
|
|
MOLSON COORS CALLCO ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MOLSON COORS HOLDCO INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President Treasurer
|
|
COORS INTERNATIONAL HOLDCO 2, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MILLERCOORS HOLDINGS LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
CBC HOLDCO 3, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
By:
/s/ Lisa M. Kudo
Name: Lisa M. Kudo
Title: Corporate Trust Officer
By:
/s/ Raji Sivalingam
Name: Raji Sivalingam
Title: Corporate Trust Officer
|
|
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
|
|
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/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON COORS HOLDCO INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
COORS INTERNATIONAL HOLDCO 2, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
by DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
/s/ Jeffrey Schoenfeld
Name: Jeffrey Schoenfeld
Title: Vice President
By:
/s/ Kathryn Fischer
Name: Kathryn Fischer
Title: Assistant Vice President
|
|
|
|
|
|
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
|
|
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/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON COORS HOLDCO INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
COORS INTERNATIONAL HOLDCO 2, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MILLERCOORS HOLDINGS LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
CBC HOLDCO 3, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
by DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
/s/ Irina Golovashchuk
Name: Irina Golovashchuk
Title: Vice President
By:
/s/ Chris Niesz
Name: Chris Niesz
Title: Assistant Vice President
|
|
|
|
|
|
MOLSON COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President Treasurer
|
GUARANTORS:
|
CBC HOLDCO 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
|
|
COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MC HOLDING COMPANY LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
NEWCO3, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON CANADA 2005
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
|
|
MOLSON COORS CALLCO ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MOLSON COORS HOLDCO INC.
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
|
|
COORS INTERNATIONAL HOLDCO 2, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
by DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
/s/ Jeffrey Schoenfeld
Name: Jeffrey Schoenfeld
Title: Vice President
By:
/s/ Kathryn Fischer
Name: Kathryn Fischer
Title: Assistant Vice President
|
|
MOLSON COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President Treasurer
|
GUARANTORS:
|
CBC HOLDCO 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
|
|
COORS BREWING COMPANY
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MC HOLDING COMPANY LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
NEWCO3, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
MOLSON CANADA 2005
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
|
|
MOLSON COORS CALLCO ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MOLSON COORS HOLDCO INC.
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
|
|
COORS INTERNATIONAL HOLDCO 2, ULC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
|
|
MILLER COORS HOLDINGS LLC
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
CBC HOLDCO 3, INC.
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
by DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
/s/ Irina Golovashchuk
Name: Irina Golovashchuk
Title: Vice President
By:
/s/ Chris Niesz
Name: Chris Niesz
Title: Assistant Vice President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ MARK R. HUNTER
|
|
|
Mark R. Hunter
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
November 1, 2016
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ MAURICIO R. RESTREPO
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Mauricio R. Restrepo
Chief Financial Officer
(Principal Financial Officer)
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November 1, 2016
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(a)
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the Quarterly Report on Form 10-Q of the Company for the quarterly period ended
September 30, 2016
filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(b)
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Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ MARK R. HUNTER
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Mark R. Hunter
President and Chief Executive Officer
(Principal Executive Officer)
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November 1, 2016
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/s/ MAURICIO R. RESTREPO
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Mauricio R. Restrepo
Chief Financial Officer
(Principal Financial Officer)
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November 1, 2016
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