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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 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
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84-0178360
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1801 California Street, Suite 4600, Denver, Colorado
1555 Notre Dame Street East, Montréal, Québec, Canada
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80202
H2L 2R5
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange
on which registered
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Class A Common Stock, $0.01 par value
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New York Stock Exchange
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Class B Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class A Common Stock—2,560,918 shares
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Class B Common Stock—194,416,411 shares
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Class A Exchangeable Shares—2,878,936 shares
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Class B Exchangeable Shares—15,107,753 shares
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Page
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Item 16.
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Form 10-K
Summary
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Market Capitalization
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||
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(In billions)
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||
Anheuser-Busch InBev SA/NV
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$
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213.5
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Heineken N.V. ("Heineken")
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$
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43.2
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MCBC
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$
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20.9
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Asahi Group Holdings, Ltd. ("Asahi")
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$
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15.3
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Carlsberg Group ("Carlsberg")
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$
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13.1
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|
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2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
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|||||
Beer
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51
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%
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|
51
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%
|
|
52
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%
|
|
53
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%
|
|
53
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%
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Other alcohol beverages
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49
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%
|
|
49
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%
|
|
48
|
%
|
|
47
|
%
|
|
47
|
%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
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|||||
MillerCoors' share
|
25
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%
|
|
26
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%
|
|
27
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%
|
|
28
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%
|
|
29
|
%
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ABI's share
|
44
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%
|
|
45
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%
|
|
46
|
%
|
|
47
|
%
|
|
48
|
%
|
Others' share
|
31
|
%
|
|
29
|
%
|
|
27
|
%
|
|
25
|
%
|
|
23
|
%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Aluminum cans
|
56
|
%
|
|
53
|
%
|
|
49
|
%
|
|
46
|
%
|
|
42
|
%
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Bottles
|
34
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%
|
|
37
|
%
|
|
40
|
%
|
|
43
|
%
|
|
47
|
%
|
Stainless steel kegs
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
Beer
|
48
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%
|
|
48
|
%
|
|
48
|
%
|
|
49
|
%
|
|
50
|
%
|
Other alcohol beverages
|
52
|
%
|
|
52
|
%
|
|
52
|
%
|
|
51
|
%
|
|
50
|
%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
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|||||
MCBC's share
(1)
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34
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%
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34
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%
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|
37
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%
|
|
39
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%
|
|
40
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%
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ABI's share
(1)
|
43
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%
|
|
43
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%
|
|
43
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%
|
|
40
|
%
|
|
41
|
%
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Others' share
|
24
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%
|
|
23
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%
|
|
21
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%
|
|
20
|
%
|
|
19
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%
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(1)
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The decrease in MCBC's share in 2015 was largely driven by the loss of the contract with Miller Brewing Company ("Miller"), under which we had exclusive rights to distribute certain
Miller
brands in Canada and was terminated effective March 2015. As a result of the Acquisition, beginning
October 11, 2016
, these
Miller
brands returned to our Canada business. The decrease in MCBC's share and increase in ABI's share from 2013 to 2014 is primarily the result of ABI's acquisition of Grupo Modelo S.A.B. de C.V. ("Modelo") in 2013. Subsequent to the termination of Modelo Molson Imports, L.P. ("MMI"), our joint venture with Modelo in Canada, in the first quarter of 2014, the Modelo brands are now distributed by ABI in Canada.
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2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
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|||||
Beer
|
36
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%
|
|
36
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%
|
|
36
|
%
|
|
36
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%
|
|
36
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%
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Other alcohol beverages
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64
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%
|
|
64
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%
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|
64
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%
|
|
64
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%
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|
64
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%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
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|
2012
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|||||
MCBC's share
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20
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%
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|
20
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%
|
|
20
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%
|
|
20
|
%
|
|
20
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%
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Primary competitors' share
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57
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%
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|
57
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%
|
|
59
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%
|
|
59
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%
|
|
60
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%
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Others' share
|
23
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%
|
|
23
|
%
|
|
21
|
%
|
|
21
|
%
|
|
20
|
%
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Name
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Age
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Position
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Peter H. Coors
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70
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|
Chief Customer Relations Officer, Vice Chairman of the Board and Chairman of Coors Brewing Company
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Mark R. Hunter
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54
|
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President and Chief Executive Officer
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Tracey I. Joubert
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|
50
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|
Chief Financial Officer
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Gavin D. Hattersley
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54
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President and Chief Executive Officer, MillerCoors LLC
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Stewart F. Glendinning
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|
51
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|
President and Chief Executive Officer, Molson Coors International
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Simon J. Cox
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|
49
|
|
President and Chief Executive Officer, Molson Coors Europe
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Fred Landtmeters
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|
43
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|
President and Chief Executive Officer, Molson Coors Canada
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Samuel D. Walker
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|
58
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Chief Legal and Corporate Affairs Officer
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Celso L. White
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|
55
|
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Chief Supply Chain Officer
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Michelle S. Nettles
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|
45
|
|
Chief People and Diversity Officer
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Brenda Davis
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|
57
|
|
Chief Integration Officer
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Krishnan Anand
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|
59
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Chief Growth Officer
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Facility
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Location
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Character
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U.S. Segment
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||||
Administrative offices
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Chicago, Illinois
(1)
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U.S. segment headquarters
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Golden, Colorado
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U.S. segment administrative office
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Milwaukee, Wisconsin
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U.S. segment administrative office
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Brewery/packaging plants
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Albany, Georgia
(2)
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Brewing and packaging
|
|
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Athens, Georgia
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Brewing and packaging
|
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Chippewa Falls, Wisconsin
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Brewing and packaging
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|
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Elkton, Virginia
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Brewing and packaging
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|
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Eugene, Oregon
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Brewing and packaging
|
|
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Fort Worth, Texas
(2)
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Brewing and packaging
|
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Golden, Colorado
(2)
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Brewing and packaging
|
|
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Granbury, Texas
|
|
Brewing and packaging
|
|
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Irwindale, California
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|
Brewing and packaging
|
|
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Milwaukee, Wisconsin
(2)
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|
Brewing and packaging
|
|
|
San Diego, California
(3)
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|
Brewing and packaging
|
|
|
Trenton, Ohio
(2)
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|
Brewing and packaging
|
Beer distributorship
|
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Denver, Colorado
|
|
Distribution
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Cidery
|
|
Colfax, California
(3)
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|
Cidery and packaging
|
Container operations
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|
Wheat Ridge, Colorado
|
|
Bottling manufacturing facility
|
|
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Golden, Colorado
|
|
Can and end manufacturing facility
|
Malting operations
|
|
Golden, Colorado
|
|
Malting
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Distribution warehouses
|
|
Golden, Colorado
|
|
Distribution centers
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|
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Rest of U.S.
(4)
|
|
Distribution centers
|
Canada Segment
|
||||
Administrative offices
|
|
Montréal, Québec
|
|
Corporate headquarters
|
|
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Toronto, Ontario
|
|
Canada segment headquarters
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Brewery/packaging plants
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|
Creemore, Ontario
|
|
Brewing and packaging
|
|
|
Granville Island, British Columbia
(6)
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|
Brewing and packaging
|
|
|
Moncton, New Brunswick
|
|
Brewing and packaging
|
|
|
Montréal, Québec
(5)
|
|
Brewing and packaging
|
|
|
St John's, Newfoundland
|
|
Brewing and packaging
|
|
|
Toronto, Ontario
(5)
|
|
Brewing and packaging
|
|
|
Vancouver, British Columbia
(6)
|
|
Brewing and packaging
|
Distribution warehouses
|
|
Québec Province
(7)
|
|
Distribution centers
|
|
|
Rest of Canada
(8)
|
|
Distribution centers
|
Europe Segment
|
||||
Administrative offices
|
|
Prague, Czech Republic
|
|
Europe segment headquarters
|
Brewery/packaging plants
|
|
Apatin, Serbia
(9)
|
|
Brewing and packaging
|
|
|
Bőcs, Hungary
|
|
Brewing and packaging
|
|
|
Burton-on-Trent, Staffordshire, U.K.
(9)(10)
|
|
Brewing and packaging
|
|
|
Burtonwood Brewery, Warrington, U.K.
|
|
Brewing and packaging
|
|
|
Haskovo, Bulgaria
|
|
Brewing and packaging
|
|
|
Niksic, Montenegro
|
|
Brewing and packaging
|
|
|
Ostrava, Czech Republic
|
|
Brewing and packaging
|
|
|
Ploiesti, Romania
(9)
|
|
Brewing and packaging
|
|
|
Prague, Czech Republic
(9)
|
|
Brewing and packaging
|
|
|
Sharp's Brewery, Cornwall, U.K.
|
|
Brewing and packaging
|
|
|
Tadcaster Brewery, Yorkshire, U.K.
(9)
|
|
Brewing and packaging
|
|
|
Zagreb, Croatia
|
|
Brewing and packaging
|
Distribution warehouses
|
|
Europe
(11)
|
|
Distribution centers
|
MCI Segment
|
||||
Brewery/packaging plants
|
|
Patna, Bihar, India
(12)
|
|
Brewing and packaging
|
Brewery/packaging plants
|
|
Saha, Haryana, India
|
|
Brewing and packaging
|
Brewery/packaging plants
|
|
Bhankharpur, Punjab, India
|
|
Brewing and packaging
|
(1)
|
We lease the office space for our U.S. Segment headquarters in Chicago, Illinois.
|
(2)
|
The Golden, Trenton, Albany, Fort Worth and Milwaukee breweries collectively account for approximately 75% of our U.S. production.
|
(3)
|
We lease the land and building at our Colfax, California cidery and San Diego, California brewery.
|
(4)
|
We lease six warehouses throughout the United States.
|
(5)
|
The Montréal and Toronto breweries collectively account for over 78% of our Canada production. Early in the first quarter of 2017, our Toronto brewery unionized employees commenced a labor strike initiated from on-going negotiations of the collective bargaining agreement. This labor strike has resulted in slower than expected production at the Toronto brewery early in the first quarter of 2017.
|
(6)
|
We lease two brewing and packaging facilities in British Columbia. As a result of the ongoing strategic review of our supply chain network, in October 2015, we entered into an agreement to sell our Vancouver brewery with the intent to use the proceeds from the sale to help fund the construction of an efficient and flexible brewery in British Columbia. The sale was fully completed on March 31, 2016, and separately, during the third quarter of 2016, we completed the purchase of land in British Columbia for the site of the new brewery. In conjunction with the sale, we also agreed to leaseback the existing property to continue operations on an uninterrupted basis while the new brewery is being constructed. The final closure of the brewery is currently anticipated to occur near the end of 2018.
|
(7)
|
We own eight distribution centers, lease two additional distribution centers, lease three cross docks and own one cross dock, lease two warehouses and lease two parking facilities in the Province of Québec.
|
(8)
|
We own one and lease six warehouses throughout Canada, excluding the Province of Québec.
|
(9)
|
The Burton-on-Trent, Prague, Ploiesti, Apatin and Tadcaster breweries collectively account for over 70% of our Europe production.
|
(10)
|
During the fourth quarter of 2015, we announced the planned closure of the Burton South brewery in the U.K., which is expected to be completed by the end of 2017. We continue to own the Burton South Brewery as of December 31, 2016.
|
(11)
|
We own thirteen distribution centers, lease eighteen additional distribution centers, own three warehouses and lease five additional warehouses throughout Europe.
|
(12)
|
As a result of the implementation of total alcohol prohibition, the Bihar brewery is not currently operating and is idled pending any future change in law or regulation. The expected length of the prohibition is unclear but we continue to monitor legal proceedings impacting the regulatory environment as it relates to our ability to resume operations in the state.
|
Title of class
|
|
Number of record
security holders
|
Class A common stock, $0.01 par value
|
|
22
|
Class B common stock, $0.01 par value
|
|
2,771
|
Class A exchangeable shares, no par value
|
|
231
|
Class B exchangeable shares, no par value
|
|
2,431
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2016
|
|
|
|
|
|
||||||
First quarter
|
$
|
93.87
|
|
|
$
|
81.97
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
103.78
|
|
|
$
|
91.85
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
110.17
|
|
|
$
|
91.86
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
109.99
|
|
|
$
|
95.07
|
|
|
$
|
0.41
|
|
2015
|
|
|
|
|
|
||||||
First quarter
|
$
|
94.50
|
|
|
$
|
78.75
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
88.26
|
|
|
$
|
71.00
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
83.84
|
|
|
$
|
65.50
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
96.00
|
|
|
$
|
78.50
|
|
|
$
|
0.41
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2016
|
|
|
|
|
|
||||||
First quarter
|
$
|
97.00
|
|
|
$
|
80.78
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
104.15
|
|
|
$
|
91.17
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
111.24
|
|
|
$
|
89.40
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
112.19
|
|
|
$
|
94.10
|
|
|
$
|
0.41
|
|
2015
|
|
|
|
|
|
||||||
First quarter
|
$
|
78.92
|
|
|
$
|
71.49
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
79.14
|
|
|
$
|
69.70
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
85.29
|
|
|
$
|
64.40
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
95.74
|
|
|
$
|
78.17
|
|
|
$
|
0.41
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2016
|
|
|
|
|
|
|
|||||
First quarter
|
CAD
|
126.34
|
|
|
CAD
|
116.00
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
130.84
|
|
|
CAD
|
121.82
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
137.84
|
|
|
CAD
|
120.00
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
140.00
|
|
|
CAD
|
128.20
|
|
|
$
|
0.41
|
|
2015
|
|
|
|
|
|
|
|||||
First quarter
|
CAD
|
94.75
|
|
|
CAD
|
85.01
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
99.08
|
|
|
CAD
|
88.85
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
110.60
|
|
|
CAD
|
88.20
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
125.64
|
|
|
CAD
|
113.03
|
|
|
$
|
0.41
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2016
|
|
|
|
|
|
||||||
First quarter
|
CAD
|
129.87
|
|
|
CAD
|
114.90
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
133.94
|
|
|
CAD
|
118.13
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
145.51
|
|
|
CAD
|
120.02
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
147.85
|
|
|
CAD
|
125.01
|
|
|
$
|
0.41
|
|
2015
|
|
|
|
|
|
||||||
First quarter
|
CAD
|
98.25
|
|
|
CAD
|
84.95
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
99.98
|
|
|
CAD
|
86.79
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
112.28
|
|
|
CAD
|
86.14
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
132.44
|
|
|
CAD
|
103.56
|
|
|
$
|
0.41
|
|
|
|
|
|
||||||||||||||||||||
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
Molson Coors
|
$
|
100.00
|
|
|
$
|
101.14
|
|
|
$
|
133.88
|
|
|
$
|
181.68
|
|
|
$
|
233.89
|
|
|
$
|
246.43
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
114.07
|
|
|
$
|
147.26
|
|
|
$
|
167.41
|
|
|
$
|
169.70
|
|
|
$
|
185.89
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
138.51
|
|
|
$
|
162.24
|
|
|
$
|
199.87
|
|
|
$
|
251.93
|
|
|
$
|
234.26
|
|
|
2016
(1)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,885.0
|
|
|
$
|
3,567.5
|
|
|
$
|
4,146.3
|
|
|
$
|
4,206.1
|
|
|
$
|
3,916.5
|
|
Net income from continuing operations attributable to MCBC
|
$
|
1,978.7
|
|
|
$
|
355.6
|
|
|
$
|
513.5
|
|
|
$
|
565.3
|
|
|
$
|
441.5
|
|
Net income from continuing operations attributable to MCBC per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
9.33
|
|
|
$
|
1.92
|
|
|
$
|
2.78
|
|
|
$
|
3.09
|
|
|
$
|
2.44
|
|
Diluted
|
$
|
9.27
|
|
|
$
|
1.91
|
|
|
$
|
2.76
|
|
|
$
|
3.07
|
|
|
$
|
2.43
|
|
Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
29,341.5
|
|
|
$
|
12,276.3
|
|
|
$
|
13,980.1
|
|
|
$
|
15,560.5
|
|
|
$
|
16,187.8
|
|
Current portion of long-term debt and short-term borrowings
|
$
|
684.8
|
|
|
$
|
28.7
|
|
|
$
|
849.0
|
|
|
$
|
586.9
|
|
|
$
|
1,244.8
|
|
Long-term debt
|
$
|
11,387.7
|
|
|
$
|
2,908.7
|
|
|
$
|
2,321.3
|
|
|
$
|
3,193.4
|
|
|
$
|
3,398.9
|
|
Other information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share of common stock
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.48
|
|
|
$
|
1.28
|
|
|
$
|
1.28
|
|
(1)
|
Includes MillerCoors' results of operations on a consolidated basis for the post-Acquisition period
October 11, 2016
, through
December 31, 2016
, as well as the assets acquired and related debt issued in connection with the Acquisition. Prior to
October 11, 2016
, MCBC’s
42%
share of MillerCoors' results of operations were reported as equity income in MillerCoors in the consolidated statements of operations and our 42% share of MillerCoors' net assets were reported as Investment in MillerCoors in the consolidated balance sheets. Also included in net income from continuing operations attributable to MCBC is a net special items gain of approximately
$3.0 billion
related to the fair value remeasurement of our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 4, "Acquisition and Investments"
of the Notes for further discussion.
|
|
For the years ended
|
||||||||||||||||||||||
|
December 31, 2016
|
|
|
|
December 31, 2015
|
|
|
|
December 31, 2014
|
||||||||||||||
|
As Reported
|
Pro Forma
(1)
|
|
Pro Forma Change
|
|
As Reported
|
Pro Forma
(1)
|
|
As Reported Change
|
|
As Reported
|
||||||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||||||||
Volume in hectoliters
(2)
|
46.912
|
|
101.934
|
|
|
(2.0
|
)%
|
|
33.746
|
|
104.012
|
|
|
(6.3
|
)%
|
|
36.034
|
|
|||||
Net sales
|
$
|
4,885.0
|
|
$
|
10,983.2
|
|
|
(2.3
|
)%
|
|
$
|
3,567.5
|
|
$
|
11,238.1
|
|
|
(14.0
|
)%
|
|
$
|
4,146.3
|
|
Net income (loss) attributable to MCBC from continuing operations
|
$
|
1,978.7
|
|
$
|
277.5
|
|
|
(48.9
|
)%
|
|
$
|
355.6
|
|
$
|
542.6
|
|
|
(30.7
|
)%
|
|
$
|
513.5
|
|
Net income (loss) attributable to MCBC per diluted share from continuing operations
|
$
|
9.27
|
|
$
|
1.28
|
|
|
(49.0
|
)%
|
|
$
|
1.91
|
|
$
|
2.51
|
|
|
(30.8
|
)%
|
|
$
|
2.76
|
|
(1)
|
Pro forma amounts give effect to the Acquisition and completed financing as if they had occurred at the beginning of fiscal year 2015. See Part II - Item 7 Management's Discussion and Analysis, "Pro Forma Information," for details of pro forma adjustments.
|
(2)
|
Historical volumes have been recast to reflect the impacts of aligning policies on reporting financial volumes as a result of the Acquisition. See "Worldwide Beer Volume"
below for further details.
|
•
|
On an as reported basis -
In 2016, net income from continuing operations attributable to MCBC increased significantly as a result of the Acquisition, including a net benefit of approximately
$3.0 billion
recorded within special items, net related to the revaluation of our previously held equity interest in MillerCoors and the reclassification of our accumulated other comprehensive loss related to our historical
42%
interest in MillerCoors as described in
Note 4, "Acquisition and Investments"
, partially offset by increased income tax expense primarily related to this net benefit and higher Acquisition related expenses recorded in 2016, including
$82.0 million
within cost of goods sold,
$108.4 million
within marketing, general and administrative expenses,
$58.9 million
within other income (expense) and
$76.8 million
within interest expense. In 2015, we recorded Acquisition related expenses of $13.9 million, including $6.9 million within other income (expense), $6.9 million within marketing, general and administrative expenses and $0.1 million within interest expense. Unrelated to the Acquisition, within special items, net we recorded impairment charges of $526.0 million in 2016 versus $275.0 million in 2015. Additionally, during 2016, we recorded a gain of
$110.4 million
for the sale of our Vancouver brewery within specials items, net and recorded gains of
$20.5 million
for the sale of non-operating assets within other income (expense). Further, an indirect tax provision charge of approximately $50 million was recorded in the fourth quarter of 2016 in our Europe business which unfavorably impacted net sales.
|
•
|
On a pro forma basis -
In 2016, pro forma net income from continuing operations attributable to MCBC decreased
48.9%
due to higher charges on our indefinite-lived intangible asset brand impairment, the above-mentioned indirect tax provision recorded in Europe and higher tax expense. The decrease was partially offset by lower cost of goods sold. The pro forma net sales decrease of
2.3%
in 2016 is driven by unfavorable foreign currency exchange rates, which had a negative impact of
$182.4 million
, the indirect tax provision charge of approximately $50 million recorded in the fourth quarter of 2016 in our Europe business, and lower volume. In 2016, we had impairment charges of $526.0 million versus $275.0 million in 2015 as further discussed in "Results of Operations" below. Cost of goods sold decreased primarily as result of supply chain cost savings and lower commodity costs.
|
•
|
Additionally, in accordance with our commitment to deleverage, during the fourth quarter of 2016, we made principal payments of $200 million on our
$1.0 billion
3
-year tranche term loan.
|
•
|
We generated cash flow from operating activities of approximately
$1.1 billion
, representing a
57.4%
increase from
$715.9 million
in
2015
. The increase in operating cash flow in 2016 compared to 2015 is primarily related to additional operating cash generated by the U.S. business from October 11, 2016, through December 31, 2016, as a result of the Acquisition, as well as the $227.1 million discretionary contribution made to our U.K. pension plan in 2015, slightly offset by higher cash paid for income taxes and interest in 2016.
|
•
|
Regional financial highlights:
|
•
|
In the U.S., MillerCoors realized lower cost of goods sold and grew net sales per hectoliter with positive pricing and mix which increased our income from continuing operations before income taxes on both a
|
•
|
In our Canada segment, we drove positive pricing and mix, and achieved growth in our above premium brands.
Coors Banquet, Mad Jack,
Belgian Moon, Creemore
and our
Heineken
import portfolio
all continued to grow volume and market share. However, as a result of market pressure, specifically in Quebec and the West, volume declined. We reported a loss from continuing operations before income taxes of
$135.5 million
in
2016
compared to income of
$277.3 million
in
2015
primarily due to indefinite-lived intangible asset brand impairment charges incurred in 2016 of
$495.2 million
as well as lower volume, higher brand amortization and commercial investments and unfavorable foreign currency impacts, partially offset by cost savings and lower compensation expense. Additionally, in 2016, we completed the sale of our Vancouver brewery and accordingly recorded a gain of
$110.4 million
within specials items, net.
|
•
|
In our Europe segment,
o
ur continued portfolio premiumization and mix management positively impacted our performance and we grew volumes in our above premium brands and market share in the region. In 2016, we reported income from continuing operations before income taxes of
$138.0 million
, versus a loss of
$109.7 million
in
2015
, primarily driven by lower special charges due to indefinite-lived intangible asset brand impairment charges incurred in
2015
of
$275.0 million
, slightly offset by the indirect tax provision charge recorded in 2016 of approximately $50 million as further discussed in detail within
Note 18, "Commitments and Contingencies"
, higher brand amortization, lower net pension benefit and unfavorable foreign currency movements.
|
•
|
Our MCI segment reported a loss from continuing operations before income taxes of
$39.7 million
in
2016
, compared to
$24.8 million
in the prior year, primarily driven higher special charges as a result of total alcohol prohibition in Bihar, which resulted in an aggregate impairment charge of $30.8 million recorded in 2016 and negatively impacted our ongoing operations in Bihar, the repatriation of our U.K.
Staropramen
rights to our European business and higher brand investments in Latin America. This loss was partially offset by the addition of the
Miller
global brands, higher volume, favorable sales mix, positive pricing, cost saving initiatives, and cycling the substantial restructure of our China business in the prior year.
|
•
|
Core brand highlights:
|
•
|
Volume for
Carling
, the number one beer brand in the U.K. and the largest brand in our Europe segment, decreased by 4.4% compared to 2015, which was in-line with the mainstream lager market in U.K. which has declined approximately 5% compared to 2015. Despite this,
Carling
gained share within its segment compared to the prior year.
|
•
|
Coors Light
global volume on a pro forma basis was relatively consistent in 2016 versus 2015, as lower volumes in the U.S. and Canada were nearly offset by strong performance in Europe and MCI. Volumes in the U.S. were lower than prior year; however, the brand gained share of the premium light segment for the seventh consecutive quarter. The declines in Canada were the result of ongoing competitive pressures in Quebec as well as a shift in preference to value brands in the West 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.
|
•
|
Miller Lite
U.S. volume on a pro forma basis decreased 1.7%; however, in the U.S., the brand gained share of the premium light segment for the ninth consecutive quarter.
|
•
|
Molson Canadian
volume in Canada decreased 5.4% during 2016 versus the prior year, primarily driven by challenging economic conditions and competitive pressures in Quebec the West.
|
•
|
Staropramen
volume, including royalty volume, decreased by 3.7% during 2016 versus 2015, primarily driven by lower volumes in Czech Republic and the Ukraine, partially offset by growth outside of the brand's primary market.
|
|
For the years ended
|
|||||||||||||
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
|
Change
|
|
December 31, 2014
|
|||||
|
(In millions, except percentages)
|
|||||||||||||
Volume in hectoliters:
|
|
|
|
|
|
|
|
|
|
|||||
Financial volume
|
46.912
|
|
|
39.0
|
%
|
|
33.746
|
|
|
(6.3
|
)%
|
|
36.034
|
|
Less: Contract brewing and wholesaler volume
(1)
|
(3.965
|
)
|
|
22.0
|
%
|
|
(3.250
|
)
|
|
(41.9
|
)%
|
|
(5.589
|
)
|
Add: Royalty volume
(2)
|
2.102
|
|
|
28.9
|
%
|
|
1.631
|
|
|
3.2
|
%
|
|
1.580
|
|
Owned volume
|
45.049
|
|
|
40.2
|
%
|
|
32.127
|
|
|
0.3
|
%
|
|
32.025
|
|
Add: Proportionate share of equity investment worldwide beer volume
|
17.908
|
|
|
(34.2
|
)%
|
|
27.210
|
|
|
(2.5
|
)%
|
|
27.915
|
|
Total worldwide beer volume
|
62.957
|
|
|
6.1
|
%
|
|
59.337
|
|
|
(1.0
|
)%
|
|
59.940
|
|
(1)
|
Contract brewing and wholesaler volume is included within financial volume as noted above, but is removed from worldwide beer volume as this is non-owned volume for which we do not directly control performance.
|
(2)
|
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
|
39.0
|
%
|
|
3.0
|
%
|
|
(5.1
|
)%
|
|
—
|
%
|
|
36.9
|
%
|
Canada
|
(2.8
|
)%
|
|
0.2
|
%
|
|
(3.1
|
)%
|
|
—
|
%
|
|
(5.7
|
)%
|
Europe
|
(1.7
|
)%
|
|
4.2
|
%
|
|
(7.2
|
)%
|
|
(3.4
|
)%
|
|
(8.1
|
)%
|
MCI
|
(7.3
|
)%
|
|
19.1
|
%
|
|
1.4
|
%
|
|
—
|
%
|
|
13.2
|
%
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
|
|
Total
|
|||||
Consolidated
|
(6.3
|
)%
|
|
4.1
|
%
|
|
(11.8
|
)%
|
|
—
|
%
|
|
(14.0
|
)%
|
Canada
|
(4.5
|
)%
|
|
2.2
|
%
|
|
(13.4
|
)%
|
|
—
|
%
|
|
(15.7
|
)%
|
Europe
|
(8.1
|
)%
|
|
6.3
|
%
|
|
(10.7
|
)%
|
|
(0.5
|
)%
|
|
(13.0
|
)%
|
MCI
|
13.0
|
%
|
|
(11.0
|
)%
|
|
(9.5
|
)%
|
|
—
|
%
|
|
(7.5
|
)%
|
|
For the period
January 1
through
October 10,
2016
|
|
For the period
October 11
through
December 31, 2016
|
|
For the years ended
|
|||||||||||||||||||||||||
|
|
|
December 31, 2016
|
|
|
|
December 31, 2015
|
|||||||||||||||||||||||
|
As Reported
by
MillerCoors
|
|
As Reported
by
MCBC
|
|
Pro Forma Adjustments
(1)
|
|
Pro
Forma
(1)
|
|
Pro Forma
Change
|
|
As Reported
by
MillerCoors
|
|
Pro Forma Adjustments
(1)
|
|
Pro
Forma
(1)
|
|||||||||||||||
|
(In millions, except percentages)
|
|||||||||||||||||||||||||||||
Volume in hectoliters
(2)(3)
|
55.750
|
|
|
14.436
|
|
|
—
|
|
|
70.186
|
|
|
(1.5
|
)%
|
|
71.220
|
|
|
—
|
|
|
71.220
|
|
|||||||
Sales
(3)
|
$
|
6,987.2
|
|
|
$
|
1,780.0
|
|
|
$
|
—
|
|
|
$
|
8,767.2
|
|
|
(0.6
|
)%
|
|
$
|
8,822.2
|
|
|
$
|
—
|
|
|
$
|
8,822.2
|
|
Excise taxes
|
(861.8
|
)
|
|
(213.4
|
)
|
|
12.3
|
|
|
(1,062.9
|
)
|
|
(3.1
|
)%
|
|
(1,096.7
|
)
|
|
—
|
|
|
(1,096.7
|
)
|
|||||||
Net sales
(3)
|
6,125.4
|
|
|
1,566.6
|
|
|
12.3
|
|
|
7,704.3
|
|
|
(0.3
|
)%
|
|
7,725.5
|
|
|
—
|
|
|
7,725.5
|
|
|||||||
Cost of goods sold
(3)
|
(3,457.4
|
)
|
|
(1,026.0
|
)
|
|
37.8
|
|
|
(4,445.6
|
)
|
|
(3.9
|
)%
|
|
(4,547.5
|
)
|
|
(78.2
|
)
|
|
(4,625.7
|
)
|
|||||||
Gross profit
|
2,668.0
|
|
|
540.6
|
|
|
50.1
|
|
|
3,258.7
|
|
|
5.1
|
%
|
|
3,178.0
|
|
|
(78.2
|
)
|
|
3,099.8
|
|
|||||||
Marketing, general and administrative expenses
|
(1,413.2
|
)
|
|
(430.9
|
)
|
|
(39.5
|
)
|
|
(1,883.6
|
)
|
|
(0.5
|
)%
|
|
(1,828.7
|
)
|
|
(64.4
|
)
|
|
(1,893.1
|
)
|
|||||||
Special items, net
(4)
|
(85.6
|
)
|
|
2,959.1
|
|
|
(2,965.0
|
)
|
|
(91.5
|
)
|
|
(16.9
|
)%
|
|
(110.1
|
)
|
|
—
|
|
|
(110.1
|
)
|
|||||||
Operating income
|
1,169.2
|
|
|
3,068.8
|
|
|
(2,954.4
|
)
|
|
1,283.6
|
|
|
17.1
|
%
|
|
1,239.2
|
|
|
(142.6
|
)
|
|
1,096.6
|
|
|||||||
Interest income (expense), net
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(12.5
|
)%
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||||
Other income (expense), net
|
3.7
|
|
|
0.7
|
|
|
—
|
|
|
4.4
|
|
|
(22.8
|
)%
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
1,171.5
|
|
|
$
|
3,069.5
|
|
|
$
|
(2,954.4
|
)
|
|
$
|
1,286.6
|
|
|
16.9
|
%
|
|
$
|
1,243.3
|
|
|
$
|
(142.6
|
)
|
|
$
|
1,100.7
|
|
|
For the years ended
|
|||||||||
|
December 31, 2015
|
|
|
|
December 31, 2014
|
|||||
|
As Reported
by MillerCoors
|
|
Change
|
|
As Reported
by MillerCoors
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volumes in hectoliters
(2)(3)
|
71.220
|
|
|
(2.9
|
)%
|
|
73.323
|
|
||
Sales
|
$
|
8,822.2
|
|
|
(1.9
|
)%
|
|
$
|
8,990.4
|
|
Excise taxes
|
(1,096.7
|
)
|
|
(4.0
|
)%
|
|
(1,142.0
|
)
|
||
Net sales
|
7,725.5
|
|
|
(1.6
|
)%
|
|
7,848.4
|
|
||
Cost of goods sold
|
(4,547.5
|
)
|
|
(4.1
|
)%
|
|
(4,743.8
|
)
|
||
Gross profit
|
3,178.0
|
|
|
2.4
|
%
|
|
3,104.6
|
|
||
Marketing, general and administrative expenses
|
(1,828.7
|
)
|
|
4.1
|
%
|
|
(1,755.9
|
)
|
||
Special items, net
(4)
|
(110.1
|
)
|
|
N/M
|
|
|
(1.4
|
)
|
||
Operating income
|
1,239.2
|
|
|
(8.0
|
)%
|
|
1,347.3
|
|
||
Interest income (expense), net
|
(1.6
|
)
|
|
45.5
|
%
|
|
(1.1
|
)
|
||
Other income (expense), net
|
5.7
|
|
|
3.6
|
%
|
|
5.5
|
|
||
Income (loss) from continuing operations before income taxes
|
$
|
1,243.3
|
|
|
(8.0
|
)%
|
|
$
|
1,351.7
|
|
(1)
|
Pro forma amounts give effect to the Acquisition and completed financing as if they had occurred at the beginning of fiscal year 2015. See Part II - Item 7 Management's Discussion and Analysis, "Pro Forma Information," for details of pro forma adjustments.
|
(2)
|
Historical volumes have been recast to reflect the impacts of aligning policies on reporting financial volumes as a result of the Acquisition. See "Worldwide Beer Volume"
above for further details.
|
(3)
|
On a reported basis, reflects gross segment sales, purchases, and volumes which are eliminated in the consolidated totals.
|
(4)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 7, "Special Items"
of the Notes for detail of special items.
|
|
For the period
January 1
through
October 10,
2016
|
|
|
|
For the years ended
|
||||||||||||
|
|
Change
|
|
December 31, 2015
|
|
Change
|
|
December 31, 2014
|
|||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
1,171.5
|
|
|
(5.8
|
)%
|
|
$
|
1,243.3
|
|
|
(8.0
|
)%
|
|
$
|
1,351.7
|
|
Income tax expense
|
(3.3
|
)
|
|
(29.8
|
)%
|
|
(4.7
|
)
|
|
(23.0
|
)%
|
|
(6.1
|
)
|
|||
Net (income) loss attributable to noncontrolling interest
|
(11.0
|
)
|
|
(47.1
|
)%
|
|
(20.8
|
)
|
|
7.2
|
%
|
|
(19.4
|
)
|
|||
Net income attributable to MillerCoors
|
$
|
1,157.2
|
|
|
(5.0
|
)%
|
|
$
|
1,217.8
|
|
|
(8.2
|
)%
|
|
$
|
1,326.2
|
|
MCBC's economic interest
|
42
|
%
|
|
|
|
42
|
%
|
|
|
|
42
|
%
|
|||||
MCBC's proportionate share of MillerCoors' net income
|
486.0
|
|
|
(5.0
|
)%
|
|
511.5
|
|
|
(8.2
|
)%
|
|
557.0
|
|
|||
Amortization of the difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
3.3
|
|
|
(28.3
|
)%
|
|
4.6
|
|
|
—
|
%
|
|
4.6
|
|
|||
Share-based compensation adjustment
(1)
|
(0.7
|
)
|
|
N/M
|
|
|
0.2
|
|
|
—
|
%
|
|
0.2
|
|
|||
U.S. import tax benefit
(1)
|
12.3
|
|
|
N/M
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Equity income in MillerCoors
|
$
|
500.9
|
|
|
(3.0
|
)%
|
|
$
|
516.3
|
|
|
(8.1
|
)%
|
|
$
|
561.8
|
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 4, "Acquisition and Investments"
of the Notes, for a detailed discussion of these equity method adjustments prior to the Acquisition.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
|
Change
|
|
December 31, 2014
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
(1)(2)
|
8.950
|
|
|
(2.8
|
)%
|
|
9.207
|
|
|
(4.5
|
)%
|
|
9.645
|
|
|||
Sales
(2)
|
$
|
1,879.4
|
|
|
(5.8
|
)%
|
|
$
|
1,994.2
|
|
|
(15.6
|
)%
|
|
$
|
2,363.4
|
|
Excise taxes
|
(453.7
|
)
|
|
(6.0
|
)%
|
|
(482.7
|
)
|
|
(15.2
|
)%
|
|
(569.5
|
)
|
|||
Net sales
(2)
|
1,425.7
|
|
|
(5.7
|
)%
|
|
1,511.5
|
|
|
(15.7
|
)%
|
|
1,793.9
|
|
|||
Cost of goods sold
(2)
|
(801.8
|
)
|
|
(6.9
|
)%
|
|
(861.6
|
)
|
|
(15.7
|
)%
|
|
(1,021.6
|
)
|
|||
Gross profit
|
623.9
|
|
|
(4.0
|
)%
|
|
649.9
|
|
|
(15.8
|
)%
|
|
772.3
|
|
|||
Marketing, general and administrative expenses
|
(364.4
|
)
|
|
2.5
|
%
|
|
(355.6
|
)
|
|
(13.8
|
)%
|
|
(412.5
|
)
|
|||
Special items, net
(3)
|
(402.8
|
)
|
|
N/M
|
|
|
(27.2
|
)
|
|
(165.1
|
)%
|
|
41.8
|
|
|||
Operating income (loss)
|
(143.3
|
)
|
|
(153.7
|
)%
|
|
267.1
|
|
|
(33.5
|
)%
|
|
401.6
|
|
|||
Other income (expense), net
|
7.8
|
|
|
(23.5
|
)%
|
|
10.2
|
|
|
96.2
|
%
|
|
5.2
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(135.5
|
)
|
|
(148.9
|
)%
|
|
$
|
277.3
|
|
|
(31.8
|
)%
|
|
$
|
406.8
|
|
(1)
|
Historical volumes have been recast to reflect the impacts of aligning policies on reporting financial volumes as a result of the Acquisition. See "Worldwide Beer Volume"
above for further details.
|
(2)
|
Reflects gross segment sales, purchases and volumes which are eliminated in the consolidated totals.
|
(3)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 7, "Special Items"
of the Notes for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
|
Change
|
|
December 31, 2014
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
(1)(2)
|
22.590
|
|
|
(1.7
|
)%
|
|
22.981
|
|
|
(8.1
|
)%
|
|
25.019
|
|
|||
Sales
(2)
|
$
|
2,778.1
|
|
|
(6.1
|
)%
|
|
$
|
2,959.6
|
|
|
(12.5
|
)%
|
|
$
|
3,384.1
|
|
Excise taxes
|
(1,017.9
|
)
|
|
(2.6
|
)%
|
|
(1,044.7
|
)
|
|
(11.8
|
)%
|
|
(1,183.8
|
)
|
|||
Net sales
(2)
|
1,760.2
|
|
|
(8.1
|
)%
|
|
1,914.9
|
|
|
(13.0
|
)%
|
|
2,200.3
|
|
|||
Cost of goods sold
|
(1,123.2
|
)
|
|
(5.9
|
)%
|
|
(1,193.0
|
)
|
|
(13.3
|
)%
|
|
(1,375.8
|
)
|
|||
Gross profit
|
637.0
|
|
|
(11.8
|
)%
|
|
721.9
|
|
|
(12.4
|
)%
|
|
824.5
|
|
|||
Marketing, general and administrative expenses
|
(511.3
|
)
|
|
(1.5
|
)%
|
|
(519.3
|
)
|
|
(9.4
|
)%
|
|
(573.1
|
)
|
|||
Special items, net
(3)
|
(0.6
|
)
|
|
(99.8
|
)%
|
|
(313.1
|
)
|
|
(14.4
|
)%
|
|
(365.9
|
)
|
|||
Operating income (loss)
|
125.1
|
|
|
N/M
|
|
|
(110.5
|
)
|
|
(3.5
|
)%
|
|
(114.5
|
)
|
|||
Interest income
(4)
|
3.6
|
|
|
(7.7
|
)%
|
|
3.9
|
|
|
(11.4
|
)%
|
|
4.4
|
|
|||
Other income (expense), net
|
9.3
|
|
|
N/M
|
|
|
(3.1
|
)
|
|
72.2
|
%
|
|
(1.8
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
138.0
|
|
|
N/M
|
|
|
$
|
(109.7
|
)
|
|
(2.0
|
)%
|
|
$
|
(111.9
|
)
|
(1)
|
Historical volumes have been recast to reflect the impacts of aligning policies on reporting financial volumes as a result of the Acquisition. See "Worldwide Beer Volume"
above for further details.
|
(2)
|
Reflects gross segment sales and volumes which are eliminated in the consolidated totals.
|
(3)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 7, "Special Items"
of the Notes for detail of special items.
|
(4)
|
Interest income is earned on trade loans to on-premise customers exclusively in the U.K. and is typically driven by note receivable balances outstanding from period to period.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
|
Change
|
|
December 31, 2014
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
(1)(2)
|
1.495
|
|
|
(7.3
|
)%
|
|
1.613
|
|
|
13.0
|
%
|
|
1.428
|
|
|||
Sales
|
$
|
191.0
|
|
|
7.9
|
%
|
|
$
|
177.0
|
|
|
(3.9
|
)%
|
|
$
|
184.2
|
|
Excise taxes
|
(27.4
|
)
|
|
(15.7
|
)%
|
|
(32.5
|
)
|
|
16.5
|
%
|
|
(27.9
|
)
|
|||
Net sales
|
163.6
|
|
|
13.2
|
%
|
|
144.5
|
|
|
(7.5
|
)%
|
|
156.3
|
|
|||
Cost of goods sold
(3)
|
(107.1
|
)
|
|
8.6
|
%
|
|
(98.6
|
)
|
|
2.2
|
%
|
|
(96.5
|
)
|
|||
Gross profit
|
56.5
|
|
|
23.1
|
%
|
|
45.9
|
|
|
(23.2
|
)%
|
|
59.8
|
|
|||
Marketing, general and administrative expenses
|
(65.3
|
)
|
|
2.2
|
%
|
|
(63.9
|
)
|
|
(12.6
|
)%
|
|
(73.1
|
)
|
|||
Special items, net
(4)
|
(31.1
|
)
|
|
N/M
|
|
|
(6.4
|
)
|
|
N/M
|
|
|
—
|
|
|||
Operating income (loss)
|
(39.9
|
)
|
|
63.5
|
%
|
|
(24.4
|
)
|
|
83.5
|
%
|
|
(13.3
|
)
|
|||
Other income (expense), net
|
0.2
|
|
|
(150.0
|
)%
|
|
(0.4
|
)
|
|
N/M
|
|
|
—
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(39.7
|
)
|
|
60.1
|
%
|
|
$
|
(24.8
|
)
|
|
86.5
|
%
|
|
$
|
(13.3
|
)
|
(1)
|
Historical volumes have been recast to reflect the impacts of aligning policies on reporting financial volumes as a result of the Acquisition. See "Worldwide Beer Volume"
above for further details.
|
(2)
|
Excludes royalty volume of
1.908 million
hectoliters,
1.458 million
hectoliters and
1.351 million
hectoliters in
2016
,
2015
and
2014
, respectively.
|
(3)
|
Reflects gross segment purchases which are eliminated in the consolidated totals.
|
(4)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 7, "Special Items"
of the Notes for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
|
Change
|
|
December 31, 2014
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Volume in hectoliters
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Sales
|
$
|
1.0
|
|
|
—
|
%
|
|
$
|
1.0
|
|
|
(9.1
|
)%
|
|
$
|
1.1
|
|
Excise taxes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Net sales
|
1.0
|
|
|
—
|
%
|
|
1.0
|
|
|
(9.1
|
)%
|
|
1.1
|
|
|||
Cost of goods sold
|
22.9
|
|
|
N/M
|
|
|
(14.7
|
)
|
|
N/M
|
|
|
(4.7
|
)
|
|||
Gross profit
|
23.9
|
|
|
N/M
|
|
|
(13.7
|
)
|
|
N/M
|
|
|
(3.6
|
)
|
|||
Marketing, general and administrative expenses
|
(225.4
|
)
|
|
99.5
|
%
|
|
(113.0
|
)
|
|
7.4
|
%
|
|
(105.2
|
)
|
|||
Special items, net
(1)
|
(0.7
|
)
|
|
N/M
|
|
|
—
|
|
|
(100.0
|
)%
|
|
(0.3
|
)
|
|||
Operating income (loss)
|
(202.2
|
)
|
|
59.6
|
%
|
|
(126.7
|
)
|
|
16.1
|
%
|
|
(109.1
|
)
|
|||
Interest expense, net
|
(248.0
|
)
|
|
114.0
|
%
|
|
(115.9
|
)
|
|
(16.1
|
)%
|
|
(138.1
|
)
|
|||
Other income (expense), net
|
(47.7
|
)
|
|
N/M
|
|
|
(5.8
|
)
|
|
(41.4
|
)%
|
|
(9.9
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(497.9
|
)
|
|
100.4
|
%
|
|
$
|
(248.4
|
)
|
|
(3.4
|
)%
|
|
$
|
(257.1
|
)
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 7, "Special Items"
of the Notes for detail of special items.
|
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
2,169.6
|
|
|
$
|
1,258.8
|
|
Less: Current liabilities
|
(3,157.5
|
)
|
|
(1,217.2
|
)
|
||
Add back: Current portion of long-term debt and short-term borrowings
|
684.8
|
|
|
28.7
|
|
||
Net working capital
|
$
|
(303.1
|
)
|
|
$
|
70.3
|
|
|
For the years ended
|
|||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
|
|
|||
Canadian dollar (CAD)
|
1.32
|
|
|
1.27
|
|
|
1.11
|
|
Euro (EUR)
|
0.90
|
|
|
0.89
|
|
|
0.75
|
|
British pound (GBP)
|
0.75
|
|
|
0.65
|
|
|
0.60
|
|
Czech Koruna (CZK)
|
24.61
|
|
|
24.48
|
|
|
20.67
|
|
Croatian Kuna (HRK)
|
6.78
|
|
|
6.85
|
|
|
5.58
|
|
Serbian Dinar (RSD)
|
110.81
|
|
|
107.46
|
|
|
84.82
|
|
New Romanian Leu (RON)
|
4.05
|
|
|
3.99
|
|
|
3.33
|
|
Bulgarian Lev (BGN)
|
1.77
|
|
|
1.75
|
|
|
1.46
|
|
Hungarian Forint (HUF)
|
285.13
|
|
|
278.85
|
|
|
228.63
|
|
|
As of
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian dollar (CAD)
|
1.34
|
|
|
1.38
|
|
Euro (EUR)
|
0.95
|
|
|
0.92
|
|
British pound (GBP)
|
0.81
|
|
|
0.68
|
|
Czech Koruna (CZK)
|
25.69
|
|
|
24.88
|
|
Croatian Kuna (HRK)
|
7.18
|
|
|
7.04
|
|
Serbian Dinar (RSD)
|
117.23
|
|
|
111.86
|
|
New Romanian Leu (RON)
|
4.31
|
|
|
4.16
|
|
Bulgarian Lev (BGN)
|
1.86
|
|
|
1.80
|
|
Hungarian Forint (HUF)
|
294.36
|
|
|
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
|
$
|
12,142.3
|
|
|
$
|
685.3
|
|
|
$
|
1,597.6
|
|
|
$
|
2,872.0
|
|
|
$
|
6,987.4
|
|
Interest payments on debt obligations
|
4,948.2
|
|
|
351.6
|
|
|
660.9
|
|
|
583.2
|
|
|
3,352.5
|
|
|||||
Retirement plan expenditures
(1)
|
638.4
|
|
|
163.4
|
|
|
104.7
|
|
|
106.4
|
|
|
263.9
|
|
|||||
Operating leases
|
223.4
|
|
|
57.0
|
|
|
79.0
|
|
|
48.2
|
|
|
39.2
|
|
|||||
Other long-term obligations
(2)
|
3,223.1
|
|
|
978.4
|
|
|
1,022.9
|
|
|
633.7
|
|
|
588.1
|
|
|||||
Total obligations
|
$
|
21,175.4
|
|
|
$
|
2,235.7
|
|
|
$
|
3,465.1
|
|
|
$
|
4,243.5
|
|
|
$
|
11,231.1
|
|
(1)
|
Represents expected contributions under our defined benefit pension plans in the next twelve months and our benefit payments under postretirement benefit plans for all periods presented. The net underfunded liability at
December 31, 2016
, of our defined benefit pension plans (excluding our overfunded plans) and postretirement benefit plans is
$416.6 million
and
$835.0 million
, respectively. Defined benefit pension plan contributions in future years will vary based on a number of factors, including actual plan asset returns and interest rates, and as such, have been excluded from the above table. We fund pension plans to meet the requirements set forth in applicable employee benefits laws. We may also voluntarily increase funding levels to meet financial goals. Excluding BRI and BDL, in
2017
, we expect to make contributions to our defined benefit pension plans of approximately
$100 million
to
$120 million
and benefit payments under our OPEB plans of approximately
$50 million
, based on foreign exchange rates as of
December 31, 2016
.
|
(2)
|
The "other long-term obligations" line primarily includes non-cancelable purchase commitments as of
December 31, 2016
, that are enforceable and legally binding. Approximately
$2.0 billion
of the total other long-term obligations relate to long-term supply contracts with third parties to purchase raw material, packaging material and energy used in production. Our aggregate commitments for advertising and promotions, including sports sponsorship, total approximately
$788 million
. The remaining amounts relate to derivative payments, sales and marketing, distribution, information technology services, open purchase orders and other commitments. Included in other long-term obligations are
$9.7 million
of unrecognized tax benefits, excluding positions we would expect to settle using deferred
|
|
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
|
$
|
60.9
|
|
|
$
|
60.7
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Impact to projected benefit obligation as of
December 31, 2016 - 50 basis points |
||||||
|
Decrease
|
|
Increase
|
||||
|
(In millions)
|
||||||
Projected benefit obligation - unfavorable (favorable)
|
|
|
|
||||
Pension obligation
|
$
|
437.5
|
|
|
$
|
(391.5
|
)
|
OPEB obligation
|
47.2
|
|
|
(44.3
|
)
|
||
Total impact to the projected benefit obligation
|
$
|
484.7
|
|
|
$
|
(435.8
|
)
|
|
Impact to 2016 pension and postretirement benefit costs - 50
basis points (unfavorable) favorable |
||||||
|
Decrease
|
|
Increase
|
||||
|
(In millions)
|
||||||
Description of pension and postretirement plan sensitivity item
|
|
|
|
||||
Expected return on pension plan assets
|
$
|
(12.2
|
)
|
|
$
|
33.6
|
|
Discount rate on pension plans
|
$
|
(20.1
|
)
|
|
$
|
21.7
|
|
Discount rate on postretirement plans
|
$
|
(11.1
|
)
|
|
$
|
9.9
|
|
|
MCBC Historical
|
|
MillerCoors Historical
(1)
|
|
Pro Forma Adjustments
|
|
Note
|
|
Pro Forma Combined
|
||||||||
Volume in hectoliters
|
46.912
|
|
|
55.750
|
|
|
(0.728
|
)
|
|
(1)
|
|
101.934
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
6,597.4
|
|
|
$
|
6,987.2
|
|
|
$
|
(39.5
|
)
|
|
(1)
|
|
$
|
13,545.1
|
|
Excise taxes
|
(1,712.4
|
)
|
|
(861.8
|
)
|
|
12.3
|
|
|
(1)
|
|
(2,561.9
|
)
|
||||
Net sales
|
4,885.0
|
|
|
6,125.4
|
|
|
(27.2
|
)
|
|
|
|
10,983.2
|
|
||||
Cost of goods sold
|
(3,003.1
|
)
|
|
(3,457.4
|
)
|
|
77.3
|
|
|
(2)
|
|
(6,383.2
|
)
|
||||
Gross profit
|
1,881.9
|
|
|
2,668.0
|
|
|
50.1
|
|
|
|
|
4,600.0
|
|
||||
Marketing, general and administrative expenses
|
(1,597.3
|
)
|
|
(1,413.2
|
)
|
|
40.2
|
|
|
(3)
|
|
(2,970.3
|
)
|
||||
Special items, net
|
2,523.9
|
|
|
(85.6
|
)
|
|
(2,965.0
|
)
|
|
(4)
|
|
(526.7
|
)
|
||||
Equity income in MillerCoors
|
500.9
|
|
|
—
|
|
|
(500.9
|
)
|
|
|
|
—
|
|
||||
Operating income (loss)
|
3,309.4
|
|
|
1,169.2
|
|
|
(3,375.6
|
)
|
|
|
|
1,103.0
|
|
||||
Interest income (expense), net
|
(244.4
|
)
|
|
(1.4
|
)
|
|
(123.0
|
)
|
|
(5)
|
|
(368.8
|
)
|
||||
Other income (expense), net
|
(29.7
|
)
|
|
3.7
|
|
|
58.9
|
|
|
(6)
|
|
32.9
|
|
||||
Income (loss) from continuing operations before income taxes
|
3,035.3
|
|
|
1,171.5
|
|
|
(3,439.7
|
)
|
|
|
|
767.1
|
|
||||
Income tax benefit (expense)
|
(1,050.7
|
)
|
|
(3.3
|
)
|
|
581.3
|
|
|
(7)
|
|
(472.7
|
)
|
||||
Net income (loss) from continuing operations
|
1,984.6
|
|
|
1,168.2
|
|
|
(2,858.4
|
)
|
|
|
|
294.4
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(2.8
|
)
|
||||
Net income (loss) including noncontrolling interests
|
1,981.8
|
|
|
1,168.2
|
|
|
(2,858.4
|
)
|
|
|
|
291.6
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
(5.9
|
)
|
|
(11.0
|
)
|
|
—
|
|
|
|
|
(16.9
|
)
|
||||
Net income (loss) attributable to MCBC
|
$
|
1,975.9
|
|
|
$
|
1,157.2
|
|
|
$
|
(2,858.4
|
)
|
|
|
|
$
|
274.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to MCBC from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MCBC from continuing operations
|
$
|
1,978.7
|
|
|
$
|
1,157.2
|
|
|
$
|
(2,858.4
|
)
|
|
|
|
$
|
277.5
|
|
Basic
|
$
|
9.33
|
|
|
|
|
|
|
|
|
$
|
1.29
|
|
||||
Diluted
|
$
|
9.27
|
|
|
|
|
|
|
|
|
$
|
1.28
|
|
||||
Weighted-average shares—basic
|
212.0
|
|
|
|
|
2.7
|
|
|
(8)
|
|
214.7
|
|
|||||
Weighted-average shares—diluted
|
213.4
|
|
|
|
|
2.7
|
|
|
(8)
|
|
216.1
|
|
(1)
|
Represents MillerCoors' activity for the pre-Acquisition periods of January 1, 2016, through October 10, 2016.
|
|
MCBC Historical
|
|
MillerCoors Historical
|
|
Pro Forma Adjustments
|
|
Note
|
|
Pro Forma Combined
|
||||||||
Volume in hectoliters
|
33.746
|
|
|
71.220
|
|
|
(0.954
|
)
|
|
(1)
|
|
104.012
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
5,127.4
|
|
|
$
|
8,822.2
|
|
|
$
|
(54.9
|
)
|
|
(1)
|
|
$
|
13,894.7
|
|
Excise taxes
|
(1,559.9
|
)
|
|
(1,096.7
|
)
|
|
—
|
|
|
|
|
(2,656.6
|
)
|
||||
Net sales
|
3,567.5
|
|
|
7,725.5
|
|
|
(54.9
|
)
|
|
|
|
11,238.1
|
|
||||
Cost of goods sold
|
(2,163.5
|
)
|
|
(4,547.5
|
)
|
|
(23.3
|
)
|
|
(2)
|
|
(6,734.3
|
)
|
||||
Gross profit
|
1,404.0
|
|
|
3,178.0
|
|
|
(78.2
|
)
|
|
|
|
4,503.8
|
|
||||
Marketing, general and administrative expenses
|
(1,051.8
|
)
|
|
(1,828.7
|
)
|
|
(57.5
|
)
|
|
(3)
|
|
(2,938.0
|
)
|
||||
Special items, net
|
(346.7
|
)
|
|
(110.1
|
)
|
|
—
|
|
|
|
|
(456.8
|
)
|
||||
Equity income in MillerCoors
|
516.3
|
|
|
—
|
|
|
(516.3
|
)
|
|
|
|
—
|
|
||||
Operating income (loss)
|
521.8
|
|
|
1,239.2
|
|
|
(652.0
|
)
|
|
|
|
1,109.0
|
|
||||
Interest income (expense), net
|
(112.0
|
)
|
|
(1.6
|
)
|
|
(250.8
|
)
|
|
(5)
|
|
(364.4
|
)
|
||||
Other income (expense), net
|
0.9
|
|
|
5.7
|
|
|
6.9
|
|
|
(6)
|
|
13.5
|
|
||||
Income (loss) from continuing operations before income taxes
|
410.7
|
|
|
1,243.3
|
|
|
(895.9
|
)
|
|
|
|
758.1
|
|
||||
Income tax benefit (expense)
|
(51.8
|
)
|
|
(4.7
|
)
|
|
(134.9
|
)
|
|
(7)
|
|
(191.4
|
)
|
||||
Net income (loss) from continuing operations
|
358.9
|
|
|
1,238.6
|
|
|
(1,030.8
|
)
|
|
|
|
566.7
|
|
||||
Income (loss) from discontinued operations, net of tax
|
3.9
|
|
|
—
|
|
|
—
|
|
|
|
|
3.9
|
|
||||
Net income (loss) including noncontrolling interests
|
362.8
|
|
|
1,238.6
|
|
|
(1,030.8
|
)
|
|
|
|
570.6
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
(3.3
|
)
|
|
(20.8
|
)
|
|
—
|
|
|
|
|
(24.1
|
)
|
||||
Net income (loss) attributable to MCBC
|
$
|
359.5
|
|
|
$
|
1,217.8
|
|
|
$
|
(1,030.8
|
)
|
|
|
|
$
|
546.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to MCBC from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MCBC from continuing operations
|
$
|
355.6
|
|
|
$
|
1,217.8
|
|
|
$
|
(1,030.8
|
)
|
|
|
|
$
|
542.6
|
|
Basic
|
$
|
1.92
|
|
|
|
|
|
|
|
|
$
|
2.52
|
|
||||
Diluted
|
$
|
1.91
|
|
|
|
|
|
|
|
|
$
|
2.51
|
|
||||
Weighted-average shares—basic
|
185.3
|
|
|
|
|
29.9
|
|
|
(8)
|
|
215.2
|
|
|||||
Weighted-average shares—diluted
|
186.4
|
|
|
|
|
29.9
|
|
|
(8)
|
|
216.3
|
|
(1)
|
Sales
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Hectoliters of beer and other beverages sold
|
(0.728
|
)
|
|
(0.954
|
)
|
||
|
|
|
|
||||
MCBC's beer sales to MillerCoors
|
$
|
7.5
|
|
|
$
|
11.7
|
|
MillerCoors' beer sales to MCBC
|
32.0
|
|
|
43.2
|
|
||
Total pro forma adjustment to sales
|
$
|
39.5
|
|
|
$
|
54.9
|
|
Excise tax adjustment
(1)
|
$
|
12.3
|
|
|
$
|
—
|
|
(1)
|
Reflects the 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 from the U.S. by CBC. Historically, the benefit was recorded within the Equity income in MillerCoors line item, which has been removed for pro forma purposes. Had the Acquisition occurred at the beginning of the fiscal year, the excise tax benefit would have been recorded as a benefit to the excise tax line item within the U.S. segment and as such, has been adjusted in the pro forma information to reflect this.
|
(2)
|
Cost of Goods Sold
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
MillerCoors' beer purchases from MCBC
(1)
|
$
|
7.5
|
|
|
$
|
11.7
|
|
MCBC's beer purchases from MillerCoors
(1)
|
32.0
|
|
|
43.2
|
|
||
Depreciation
(2)
|
(46.1
|
)
|
|
(79.2
|
)
|
||
MillerCoors' royalties paid to SABMiller
(3)
|
13.2
|
|
|
16.0
|
|
||
Policy reclassification
(4)
|
(18.6
|
)
|
|
(24.9
|
)
|
||
Historical charges recorded for pallets
(5)
|
7.3
|
|
|
9.9
|
|
||
Historical charges recorded for inventory step-up
(6)
|
82.0
|
|
|
—
|
|
||
Total pro forma adjustment to cost of goods sold
|
$
|
77.3
|
|
|
$
|
(23.3
|
)
|
(1)
|
Reflects beer purchases between MCBC and MillerCoors that were previously recorded as affiliate purchases and became intercompany transactions after the Acquisition was completed and thus eliminate in consolidation.
|
(2)
|
Reflects the pro forma adjustment to depreciation expense associated with the preliminary estimated fair value of MillerCoors' property, plant and equipment over the preliminary estimated remaining useful life.
|
(3)
|
Reflects royalties paid by MillerCoors to SABMiller plc for sales of certain of its licensed brands in the U.S. Upon completion of the Acquisition, royalties are no longer paid related to these licensed brands. See Purchase Agreement for additional details.
|
(4)
|
Reflects the reclassification of certain MillerCoors overhead costs from marketing, general and administrative expenses to cost of goods sold to align to MCBC policy related to profit and loss classification of such costs.
|
(5)
|
Reflects the amortization of MillerCoors' pallet costs which were historically recorded as a non-current asset and amortized into cost of goods sold, separate from depreciation expense. As part of our policy alignment, the pallets are now classified
|
(6)
|
Reflects the step-up in fair value of inventory related to the Acquisition which was sold in the fourth quarter of 2016 and therefore increased our historical cost of goods sold. Given this cost does not have a continuing impact, we have accordingly adjusted the pro forma financial information.
|
(3)
|
Marketing, General and Administrative
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Marketing, general and administrative pro forma adjustment for depreciation and amortization
|
$
|
56.5
|
|
|
$
|
87.3
|
|
MillerCoors' service agreement charges to SABMiller
|
1.6
|
|
|
2.0
|
|
||
Policy reclassification - See cost of goods sold note 4 above
|
(18.6
|
)
|
|
(24.9
|
)
|
||
Historical transaction costs
|
(79.7
|
)
|
|
(6.9
|
)
|
||
Total pro forma adjustment to marketing, general and administrative expenses
|
$
|
(40.2
|
)
|
|
$
|
57.5
|
|
(4)
|
Special Items, Net
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Pro forma adjustment to special items, net
(1)
|
$
|
(2,965.0
|
)
|
|
$
|
—
|
|
(1)
|
Reflects the net gain of approximately
$3.0 billion
recorded 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 in MillerCoors over its estimated transaction date carrying value of approximately $2.7 billion, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors of $458.3 million. Refer to
Note 4, "Acquisition and Investments"
for further details regarding the inputs used to determine revaluation.
|
(5)
|
Interest Income (Expense)
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Term Loan
|
|
|
|
|
|||
Debt issuance cost amortization expense
|
$
|
2.0
|
|
|
$
|
2.2
|
|
Interest expense on principal
|
50.7
|
|
|
44.3
|
|
||
Total term loan interest expense adjustments
|
$
|
52.7
|
|
|
$
|
46.5
|
|
2016 Notes
|
|
|
|
||||
Debt issuance cost and discount amortization expense
|
$
|
5.2
|
|
|
$
|
5.2
|
|
Interest expense on principal
|
198.9
|
|
|
199.2
|
|
||
Total 2016 Notes interest expense adjustments
|
$
|
204.1
|
|
|
$
|
204.4
|
|
Historical fees
|
|
|
|
||||
Historical financing costs and interest expense on term loan
|
$
|
(17.5
|
)
|
|
$
|
(0.1
|
)
|
Historical financing costs and interest expense on 2016 Notes
|
(98.9
|
)
|
|
—
|
|
||
Historical mark-to-market on swaptions
|
(36.4
|
)
|
|
—
|
|
||
Historical interest income on money market accounts
|
19.0
|
|
|
—
|
|
||
Total historical interest expense adjustments
|
$
|
(133.8
|
)
|
|
$
|
(0.1
|
)
|
Total pro forma adjustment to interest expense
|
$
|
123.0
|
|
|
$
|
250.8
|
|
(6)
|
Other Income (Expense)
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Historical financing costs on the bridge loan
|
$
|
63.4
|
|
|
$
|
6.9
|
|
Historical derivative and foreign exchange net gains related to the 2016 Notes
|
(4.5
|
)
|
|
—
|
|
||
Total pro forma adjustment to other income (expense)
|
$
|
58.9
|
|
|
$
|
6.9
|
|
(7)
|
Income Tax Benefit (Expense)
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Total pro forma adjustment to income tax benefit (expense)
|
$
|
581.3
|
|
|
$
|
(134.9
|
)
|
(8)
|
Weighted-Average Shares Outstanding
|
|
For the years ended
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
||
|
(In millions)
|
||||
Historical weighted-average shares
|
|
|
|
|
|
Weighted-average shares—basic
|
212.0
|
|
|
185.3
|
|
Weighted-average shares—diluted
|
213.4
|
|
|
186.4
|
|
Impact of shares issued in February 3, 2016, equity offering
|
|
|
|
||
Weighted-average shares—basic
|
2.7
|
|
|
29.9
|
|
Weighted-average shares—diluted
|
2.7
|
|
|
29.9
|
|
Pro forma weighted-average shares
|
|
|
|
||
Weighted-average shares—basic
|
214.7
|
|
|
215.2
|
|
Weighted-average shares—diluted
|
216.1
|
|
|
216.3
|
|
|
Notional amounts by expected maturity date
|
|
December 31,
2016 |
|
December 31,
2015 |
||||||||||||||||||||||||||||||
|
Year end
|
|
|
||||||||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair value Asset/(Liability)
|
|
Fair value Asset/(Liability)
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
CAD 500 million 3.95% Series A notes due 2017
|
$
|
372.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
372.0
|
|
|
$
|
(382.7
|
)
|
|
$
|
(376.0
|
)
|
CAD 400 million 2.25% notes due 2018
|
$
|
—
|
|
|
$
|
297.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
297.6
|
|
|
$
|
(302.3
|
)
|
|
$
|
(290.9
|
)
|
CAD 500 million 2.75% notes due 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
372.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
372.0
|
|
|
$
|
(381.0
|
)
|
|
$
|
(363.9
|
)
|
CAD 500 million 2.84% notes due 2023
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
372.0
|
|
|
$
|
372.0
|
|
|
$
|
(372.3
|
)
|
|
$
|
—
|
|
CAD 500 million 3.44% notes due 2026
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
372.0
|
|
|
$
|
372.0
|
|
|
$
|
(370.0
|
)
|
|
$
|
—
|
|
$300 million 2.0% notes due 2017
|
$
|
300.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
(301.7
|
)
|
|
$
|
(301.1
|
)
|
$500 million 1.45% notes due 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
(496.1
|
)
|
|
$
|
—
|
|
$1.0 billion 2.10% notes due 2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
(984.0
|
)
|
|
$
|
—
|
|
$500 million 3.5% notes due 2022
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
500.0
|
|
|
$
|
(511.8
|
)
|
|
$
|
(505.2
|
)
|
$2.0 billion 3.0% notes due 2026
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000.0
|
|
|
$
|
2,000.0
|
|
|
$
|
(1,913.4
|
)
|
|
$
|
—
|
|
$1.1 billion 5.0% notes due 2042
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,100.0
|
|
|
$
|
1,100.0
|
|
|
$
|
(1,147.4
|
)
|
|
$
|
(1,046.3
|
)
|
$1.8 billion 4.2% notes due 2046
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,800.0
|
|
|
$
|
1,800.0
|
|
|
$
|
(1,709.1
|
)
|
|
$
|
—
|
|
EUR 800 million 1.25% notes due 2024
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
841.4
|
|
|
$
|
841.4
|
|
|
$
|
(846.6
|
)
|
|
$
|
—
|
|
Term loan due 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800.0
|
|
|
$
|
(800.0
|
)
|
|
$
|
—
|
|
Term loan due 2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,500.0
|
|
|
$
|
—
|
|
|
$
|
1,500.0
|
|
|
$
|
(1,500.0
|
)
|
|
$
|
—
|
|
Foreign currency management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Forwards
|
$
|
161.3
|
|
|
$
|
109.2
|
|
|
$
|
58.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
329.4
|
|
|
$
|
14.4
|
|
|
$
|
44.1
|
|
Commodity pricing management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Swaps
|
$
|
327.3
|
|
|
$
|
219.6
|
|
|
$
|
166.5
|
|
|
$
|
73.4
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
791.4
|
|
|
$
|
(18.1
|
)
|
|
$
|
(21.4
|
)
|
Options
|
$
|
8.3
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
As of
|
||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
|
|
|||
Foreign currency risk:
|
|
|
|
|
||||
Forwards
|
|
$
|
(35.1
|
)
|
|
$
|
(29.7
|
)
|
Foreign currency denominated debt
|
|
$
|
(223.6
|
)
|
|
$
|
(103.1
|
)
|
Interest rate risk:
|
|
|
|
|
||||
Debt
|
|
$
|
(319.3
|
)
|
|
$
|
(99.6
|
)
|
Commodity price risk:
|
|
|
|
|
||||
Commodity swaps
|
|
$
|
(66.8
|
)
|
|
$
|
(9.4
|
)
|
Commodity options
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Index to Financial Statements
|
Page
|
Consolidated Financial Statements:
|
|
/s/ MARK R. HUNTER
|
|
/s/ TRACEY I. JOUBERT
|
Mark R. Hunter
|
|
Tracey I. Joubert
|
President & Chief Executive Officer
|
|
Chief Financial Officer
|
Molson Coors Brewing Company
|
|
Molson Coors Brewing Company
|
February 14, 2017
|
|
February 14, 2017
|
|
For the Years Ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Sales
|
$
|
6,597.4
|
|
|
$
|
5,127.4
|
|
|
$
|
5,927.5
|
|
Excise taxes
|
(1,712.4
|
)
|
|
(1,559.9
|
)
|
|
(1,781.2
|
)
|
|||
Net sales
|
4,885.0
|
|
|
3,567.5
|
|
|
4,146.3
|
|
|||
Cost of goods sold
|
(3,003.1
|
)
|
|
(2,163.5
|
)
|
|
(2,493.3
|
)
|
|||
Gross profit
|
1,881.9
|
|
|
1,404.0
|
|
|
1,653.0
|
|
|||
Marketing, general and administrative expenses
|
(1,597.3
|
)
|
|
(1,051.8
|
)
|
|
(1,163.9
|
)
|
|||
Special items, net
|
2,523.9
|
|
|
(346.7
|
)
|
|
(324.4
|
)
|
|||
Equity income in MillerCoors
|
500.9
|
|
|
516.3
|
|
|
561.8
|
|
|||
Operating income (loss)
|
3,309.4
|
|
|
521.8
|
|
|
726.5
|
|
|||
Other income (expense), net
|
|
|
|
|
|
||||||
Interest expense
|
(271.6
|
)
|
|
(120.3
|
)
|
|
(145.0
|
)
|
|||
Interest income
|
27.2
|
|
|
8.3
|
|
|
11.3
|
|
|||
Other income (expense), net
|
(29.7
|
)
|
|
0.9
|
|
|
(6.5
|
)
|
|||
Total other income (expense), net
|
(274.1
|
)
|
|
(111.1
|
)
|
|
(140.2
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
3,035.3
|
|
|
410.7
|
|
|
586.3
|
|
|||
Income tax benefit (expense)
|
(1,050.7
|
)
|
|
(51.8
|
)
|
|
(69.0
|
)
|
|||
Net income (loss) from continuing operations
|
1,984.6
|
|
|
358.9
|
|
|
517.3
|
|
|||
Income (loss) from discontinued operations, net of tax
|
(2.8
|
)
|
|
3.9
|
|
|
0.5
|
|
|||
Net income (loss) including noncontrolling interests
|
1,981.8
|
|
|
362.8
|
|
|
517.8
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(5.9
|
)
|
|
(3.3
|
)
|
|
(3.8
|
)
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
1,975.9
|
|
|
$
|
359.5
|
|
|
$
|
514.0
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
9.33
|
|
|
$
|
1.92
|
|
|
$
|
2.78
|
|
From discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
—
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
9.32
|
|
|
$
|
1.94
|
|
|
$
|
2.78
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
9.27
|
|
|
$
|
1.91
|
|
|
$
|
2.76
|
|
From discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
—
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
9.26
|
|
|
$
|
1.93
|
|
|
$
|
2.76
|
|
Weighted-average shares—basic
|
212.0
|
|
|
185.3
|
|
|
184.9
|
|
|||
Weighted-average shares—diluted
|
213.4
|
|
|
186.4
|
|
|
186.1
|
|
|||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
1,978.7
|
|
|
$
|
355.6
|
|
|
$
|
513.5
|
|
Income (loss) from discontinued operations, net of tax
|
(2.8
|
)
|
|
3.9
|
|
|
0.5
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
1,975.9
|
|
|
$
|
359.5
|
|
|
$
|
514.0
|
|
|
For the Years Ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
1,981.8
|
|
|
$
|
362.8
|
|
|
$
|
517.8
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(234.4
|
)
|
|
(918.4
|
)
|
|
(849.8
|
)
|
|||
Unrealized gain (loss) on derivative instruments
|
9.7
|
|
|
20.9
|
|
|
7.0
|
|
|||
Reclassification of derivative (gain) loss to income
|
(3.0
|
)
|
|
(5.4
|
)
|
|
2.3
|
|
|||
Pension and other postretirement benefit adjustments
|
62.3
|
|
|
33.6
|
|
|
(136.8
|
)
|
|||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
31.4
|
|
|
37.5
|
|
|
26.2
|
|
|||
Reclassification of historical share of MillerCoors' AOCI loss
|
258.2
|
|
|
—
|
|
|
—
|
|
|||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
22.3
|
|
|
34.3
|
|
|
(102.2
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
146.5
|
|
|
(797.5
|
)
|
|
(1,053.3
|
)
|
|||
Comprehensive income (loss)
|
2,128.3
|
|
|
(434.7
|
)
|
|
(535.5
|
)
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(3.0
|
)
|
|
(2.3
|
)
|
|
(3.8
|
)
|
|||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
2,125.3
|
|
|
$
|
(437.0
|
)
|
|
$
|
(539.3
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
|
|||||||
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
560.9
|
|
|
$
|
430.9
|
|
Accounts and other receivables:
|
|
|
|
||||
Trade, less allowance for doubtful accounts of $10.7 and $8.7, respectively
|
654.4
|
|
|
407.9
|
|
||
Affiliate receivables
|
15.1
|
|
|
16.8
|
|
||
Other receivables, less allowance for doubtful accounts of $0.6 and $0.8, respectively
|
135.8
|
|
|
101.2
|
|
||
Inventories:
|
|
|
|
||||
Finished
|
213.8
|
|
|
139.1
|
|
||
In process
|
81.6
|
|
|
13.0
|
|
||
Raw materials
|
238.5
|
|
|
18.6
|
|
||
Packaging materials
|
58.8
|
|
|
8.6
|
|
||
Total inventories
|
592.7
|
|
|
179.3
|
|
||
Other current assets
|
210.7
|
|
|
122.7
|
|
||
Total current assets
|
2,169.6
|
|
|
1,258.8
|
|
||
Properties, less accumulated depreciation of $1,499.3 and $1,390.1, respectively
|
4,507.4
|
|
|
1,590.8
|
|
||
Goodwill
|
8,250.1
|
|
|
1,983.3
|
|
||
Other intangibles, less accumulated amortization of $404.0 and $341.8, respectively
|
14,031.9
|
|
|
4,745.7
|
|
||
Investment in MillerCoors
|
—
|
|
|
2,441.0
|
|
||
Other assets
|
382.5
|
|
|
256.7
|
|
||
Total assets
|
$
|
29,341.5
|
|
|
$
|
12,276.3
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(IN MILLIONS, EXCEPT PAR VALUE)
|
|||||||
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities (includes affiliate payable amounts of $2.1 and $10.6, respectively)
|
$
|
2,467.7
|
|
|
$
|
1,184.4
|
|
Current portion of long-term debt and short-term borrowings
|
684.8
|
|
|
28.7
|
|
||
Discontinued operations
|
5.0
|
|
|
4.1
|
|
||
Total current liabilities
|
3,157.5
|
|
|
1,217.2
|
|
||
Long-term debt
|
11,387.7
|
|
|
2,908.7
|
|
||
Pension and postretirement benefits
|
1,196.0
|
|
|
201.9
|
|
||
Deferred tax liabilities
|
1,699.0
|
|
|
799.8
|
|
||
Other liabilities
|
267.0
|
|
|
75.3
|
|
||
Discontinued operations
|
12.6
|
|
|
10.3
|
|
||
Total liabilities
|
17,719.8
|
|
|
5,213.2
|
|
||
Commitments and contingencies (Note 18 )
|
|
|
|
|
|
||
Molson Coors Brewing Company stockholders' equity
|
|
|
|
||||
Capital stock:
|
|
|
|
||||
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value 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: 203.7 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: 15.2 shares and 16.0 shares, respectively)
|
571.2
|
|
|
603.0
|
|
||
Paid-in capital
|
6,635.3
|
|
|
4,000.4
|
|
||
Retained earnings
|
6,119.0
|
|
|
4,496.0
|
|
||
Accumulated other comprehensive income (loss)
|
(1,545.5
|
)
|
|
(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
|
11,418.7
|
|
|
7,043.0
|
|
||
Noncontrolling interests
|
203.0
|
|
|
20.1
|
|
||
Total equity
|
11,621.7
|
|
|
7,063.1
|
|
||
Total liabilities and equity
|
$
|
29,341.5
|
|
|
$
|
12,276.3
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
1,981.8
|
|
|
$
|
362.8
|
|
|
$
|
517.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Revaluation gain on previously held 42% equity interest in MillerCoors and AOCI reclassification
|
(2,965.0
|
)
|
|
—
|
|
|
—
|
|
|||
Inventory step-up in cost of goods sold
|
82.0
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
388.4
|
|
|
314.4
|
|
|
313.0
|
|
|||
Amortization of debt issuance costs and discounts
|
66.5
|
|
|
11.1
|
|
|
7.0
|
|
|||
Share-based compensation
|
29.9
|
|
|
18.4
|
|
|
23.5
|
|
|||
(Gain) loss on sale or impairment of properties and other assets, net
|
396.0
|
|
|
274.7
|
|
|
375.5
|
|
|||
Equity income in MillerCoors
|
(488.6
|
)
|
|
(516.3
|
)
|
|
(561.8
|
)
|
|||
Distributions from MillerCoors
|
488.6
|
|
|
516.3
|
|
|
561.8
|
|
|||
Equity in net (income) loss of other unconsolidated affiliates
|
(2.6
|
)
|
|
(4.5
|
)
|
|
1.7
|
|
|||
Distributions from other unconsolidated affiliates
|
—
|
|
|
—
|
|
|
15.4
|
|
|||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
(23.5
|
)
|
|
16.7
|
|
|
12.2
|
|
|||
Income tax (benefit) expense
|
1,050.7
|
|
|
51.8
|
|
|
69.0
|
|
|||
Income tax (paid) received
|
(165.0
|
)
|
|
(134.1
|
)
|
|
(93.1
|
)
|
|||
Interest expense, excluding interest amortization
|
262.3
|
|
|
116.1
|
|
|
138.0
|
|
|||
Interest paid
|
(162.5
|
)
|
|
(98.9
|
)
|
|
(136.3
|
)
|
|||
Pension expense
|
10.0
|
|
|
15.3
|
|
|
21.0
|
|
|||
Pension contributions (paid)
|
(12.1
|
)
|
|
(256.1
|
)
|
|
(33.6
|
)
|
|||
Change in current assets and liabilities (net of impact of business combinations) and other:
|
|
|
|
|
|
||||||
Receivables
|
65.6
|
|
|
60.8
|
|
|
22.3
|
|
|||
Inventories
|
(23.2
|
)
|
|
10.9
|
|
|
(16.5
|
)
|
|||
Payables and other current liabilities
|
144.9
|
|
|
(111.0
|
)
|
|
75.3
|
|
|||
Other assets and other liabilities
|
(0.1
|
)
|
|
71.4
|
|
|
(23.8
|
)
|
|||
(Gain) loss from discontinued operations
|
2.8
|
|
|
(3.9
|
)
|
|
(0.5
|
)
|
|||
Net cash provided by operating activities
|
1,126.9
|
|
|
715.9
|
|
|
1,287.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to properties
|
(341.8
|
)
|
|
(275.0
|
)
|
|
(259.5
|
)
|
|||
Proceeds from sales of properties and other assets
|
174.5
|
|
|
11.8
|
|
|
8.8
|
|
|||
Acquisition of businesses, net of cash acquired
|
(11,961.0
|
)
|
|
(91.2
|
)
|
|
—
|
|
|||
Investment in MillerCoors
|
(1,253.7
|
)
|
|
(1,442.7
|
)
|
|
(1,388.1
|
)
|
|||
Return of capital from MillerCoors
|
1,086.9
|
|
|
1,441.1
|
|
|
1,382.5
|
|
|||
Other
|
8.5
|
|
|
21.3
|
|
|
16.9
|
|
|||
Net cash used in investing activities
|
(12,286.6
|
)
|
|
(334.7
|
)
|
|
(239.4
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net
|
2,525.6
|
|
|
—
|
|
|
—
|
|
|||
Exercise of stock options under equity compensation plans
|
11.2
|
|
|
34.6
|
|
|
44.4
|
|
|||
Dividends paid
|
(352.9
|
)
|
|
(303.4
|
)
|
|
(273.6
|
)
|
|||
Payments for purchase of treasury stock
|
—
|
|
|
(150.1
|
)
|
|
—
|
|
|||
Payments on debt and borrowings
|
(223.9
|
)
|
|
(701.4
|
)
|
|
(74.4
|
)
|
|||
Proceeds on debt and borrowings
|
9,460.6
|
|
|
703.3
|
|
|
4.8
|
|
|||
Debt issuance costs
|
(60.7
|
)
|
|
(61.8
|
)
|
|
(1.9
|
)
|
|||
Payments on settlement of derivative instruments
|
—
|
|
|
—
|
|
|
(65.2
|
)
|
|||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
(1.1
|
)
|
|
3.9
|
|
|
(513.9
|
)
|
|||
Change in overdraft balances and other
|
(40.9
|
)
|
|
(56.6
|
)
|
|
62.5
|
|
|||
Net cash provided by (used in) financing activities
|
11,317.9
|
|
|
(531.5
|
)
|
|
(817.3
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
158.2
|
|
|
(150.3
|
)
|
|
231.2
|
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(28.2
|
)
|
|
(43.4
|
)
|
|
(48.9
|
)
|
|||
Balance at beginning of year
|
430.9
|
|
|
624.6
|
|
|
442.3
|
|
|||
Balance at end of year
|
$
|
560.9
|
|
|
$
|
430.9
|
|
|
$
|
624.6
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND NONCONTROLLING INTERESTS
(IN MILLIONS)
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
MCBC Stockholders
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
other
|
|
Common stock
|
|
held in
|
|
Exchangeable
|
|
|
|
Non
|
||||||||||||||||||||||||
|
|
|
Retained
|
|
comprehensive
|
|
issued
|
|
treasury
|
|
shares issued
|
|
Paid-in-
|
|
controlling
|
||||||||||||||||||||||||
|
Total
|
|
earnings
|
|
income (loss)
|
|
Class A
|
|
Class B
|
|
Class B
|
|
Class A
|
|
Class B
|
|
capital
|
|
interests
|
||||||||||||||||||||
Balance at December 31, 2013
|
$
|
8,630.1
|
|
|
$
|
4,199.5
|
|
|
$
|
154.9
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(321.1
|
)
|
|
$
|
108.5
|
|
|
$
|
714.1
|
|
|
$
|
3,747.6
|
|
|
$
|
24.9
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.6
|
)
|
|
52.6
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
47.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.9
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
21.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(1.8
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
517.8
|
|
|
514.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
(1,053.3
|
)
|
|
—
|
|
|
(1,053.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(277.7
|
)
|
|
(273.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||||||||
Balance at December 31, 2014
|
$
|
7,886.1
|
|
|
$
|
4,439.9
|
|
|
$
|
(898.4
|
)
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(321.1
|
)
|
|
$
|
108.5
|
|
|
$
|
661.5
|
|
|
$
|
3,871.2
|
|
|
$
|
22.8
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(58.5
|
)
|
|
58.8
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
48.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.9
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(0.6
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
362.8
|
|
|
359.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
(797.5
|
)
|
|
—
|
|
|
(796.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||||||
Repurchase of common stock
|
(150.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(307.8
|
)
|
|
(303.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
||||||||||
Balance at December 31, 2015
|
$
|
7,063.1
|
|
|
$
|
4,496.0
|
|
|
$
|
(1,694.9
|
)
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(471.4
|
)
|
|
$
|
108.2
|
|
|
$
|
603.0
|
|
|
$
|
4,000.4
|
|
|
$
|
20.1
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(31.8
|
)
|
|
31.9
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
32.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.3
|
|
|
—
|
|
||||||||||
Replacement share-based awards issued in conjunction with Acquisition
|
46.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.4
|
|
|
—
|
|
||||||||||
Acquisition of businesses
|
186.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186.3
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.2
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
1,981.8
|
|
|
1,975.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
146.5
|
|
|
—
|
|
|
149.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
||||||||||
Issuance of common stock
|
2,525.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,525.3
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(359.1
|
)
|
|
(352.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
||||||||||
Balance at December 31, 2016
|
$
|
11,621.7
|
|
|
$
|
6,119.0
|
|
|
$
|
(1,545.5
|
)
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
(471.4
|
)
|
|
$
|
108.1
|
|
|
$
|
571.2
|
|
|
$
|
6,635.3
|
|
|
$
|
203.0
|
|
|
Year Ended
December 31, 2015
|
|
Year Ended
December 31, 2014
|
||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||
|
(In millions)
|
||||||||||||||
Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
696.4
|
|
|
$
|
715.9
|
|
|
$
|
1,272.6
|
|
|
$
|
1,287.9
|
|
Net cash provided by (used in) financing activities
|
$
|
(512.0
|
)
|
|
$
|
(531.5
|
)
|
|
$
|
(802.0
|
)
|
|
$
|
(817.3
|
)
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||||||
|
U.S.
(1)
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
1,566.6
|
|
|
$
|
1,425.7
|
|
|
$
|
1,760.2
|
|
|
$
|
163.6
|
|
|
$
|
1.0
|
|
|
$
|
(32.1
|
)
|
|
$
|
4,885.0
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(271.6
|
)
|
|
—
|
|
|
(271.6
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
27.2
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
3,570.4
|
|
|
$
|
(135.5
|
)
|
|
$
|
138.0
|
|
|
$
|
(39.7
|
)
|
|
$
|
(497.9
|
)
|
|
$
|
—
|
|
|
$
|
3,035.3
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,050.7
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,984.6
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.9
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,978.7
|
|
(1)
|
Prior to
October 11, 2016
, MCBC’s
42%
share of MillerCoors' results of operations were reported as equity income in MillerCoors in the consolidated statements of operations. As a result of the completion of the Acquisition, beginning
October 11, 2016
, MillerCoors' results of operations were fully consolidated into MCBC’s consolidated financial statements and included in the U.S. segment. The above table reflects this treatment accordingly. Also included in net income from continuing operations attributable to MCBC is a net special items gain of approximately
$3.0 billion
related to the fair value remeasurement of our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors. Refer to
Note 4, "Acquisition and Investments"
for further discussion.
|
|
Year ended December 31, 2015
|
||||||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,511.5
|
|
|
$
|
1,914.9
|
|
|
$
|
144.5
|
|
|
$
|
1.0
|
|
|
$
|
(4.4
|
)
|
|
$
|
3,567.5
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120.3
|
)
|
|
—
|
|
|
(120.3
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
8.3
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
516.3
|
|
|
$
|
277.3
|
|
|
$
|
(109.7
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
(248.4
|
)
|
|
$
|
—
|
|
|
$
|
410.7
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51.8
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
358.9
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.3
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
355.6
|
|
|
Year ended December 31, 2014
|
|||||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,793.9
|
|
|
$
|
2,200.3
|
|
|
$
|
156.3
|
|
|
$
|
1.1
|
|
|
(5.3
|
)
|
|
$
|
4,146.3
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145.0
|
)
|
|
—
|
|
|
(145.0
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
11.3
|
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
561.8
|
|
|
$
|
406.8
|
|
|
$
|
(111.9
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
(257.1
|
)
|
|
—
|
|
|
$
|
586.3
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69.0
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
517.3
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.8
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
513.5
|
|
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
U.S.
(1)
|
$
|
19,844.7
|
|
|
$
|
2,441.0
|
|
Canada
|
4,206.8
|
|
|
4,560.6
|
|
||
Europe
|
4,673.7
|
|
|
4,807.5
|
|
||
MCI
|
255.6
|
|
|
133.7
|
|
||
Corporate
|
360.7
|
|
|
333.5
|
|
||
Consolidated total assets
|
$
|
29,341.5
|
|
|
$
|
12,276.3
|
|
(1)
|
Prior to
October 11, 2016
, MCBC's 42% share of MillerCoors' net assets were reported as Investment in MillerCoors in the consolidated balance sheets. As a result of the completion of the Acquisition, beginning
October 11, 2016
, MillerCoors' balance sheet has been fully consolidated into MCBC's consolidated financial statements.
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Depreciation and amortization
(1)
:
|
|
|
|
|
|
||||||
U.S.
(2)
|
$
|
105.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Canada
|
98.4
|
|
|
117.3
|
|
|
117.6
|
|
|||
Europe
|
175.7
|
|
|
186.5
|
|
|
184.1
|
|
|||
MCI
|
5.1
|
|
|
3.9
|
|
|
2.7
|
|
|||
Corporate
|
3.5
|
|
|
6.7
|
|
|
8.6
|
|
|||
Consolidated depreciation and amortization
|
$
|
388.4
|
|
|
$
|
314.4
|
|
|
$
|
313.0
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
U.S.
(2)
|
$
|
105.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Canada
|
72.2
|
|
|
77.3
|
|
|
77.8
|
|
|||
Europe
|
144.4
|
|
|
173.7
|
|
|
168.6
|
|
|||
MCI
|
4.9
|
|
|
10.0
|
|
|
0.9
|
|
|||
Corporate
|
14.9
|
|
|
14.0
|
|
|
12.2
|
|
|||
Consolidated capital expenditures
|
$
|
341.8
|
|
|
$
|
275.0
|
|
|
$
|
259.5
|
|
(1)
|
Depreciation and amortization amounts do not reflect amortization of bond discounts, fees or other debt-related items.
|
(2)
|
Represents MillerCoors' activity for the post-Acquisition period of
October 11, 2016
, through
December 31, 2016
.
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
Canada
|
$
|
1,344.4
|
|
|
$
|
1,421.1
|
|
|
$
|
1,699.9
|
|
United States and its territories
(1)
|
1,622.4
|
|
|
94.1
|
|
|
98.1
|
|
|||
United Kingdom
|
1,071.4
|
|
|
1,224.6
|
|
|
1,391.5
|
|
|||
Other foreign countries
(2)
|
846.8
|
|
|
827.7
|
|
|
956.8
|
|
|||
Consolidated net sales
|
$
|
4,885.0
|
|
|
$
|
3,567.5
|
|
|
$
|
4,146.3
|
|
(1)
|
Prior to
October 11, 2016
, MCBC’s
42%
share of MillerCoors' results of operations was reported as equity income in MillerCoors in the consolidated statements of operations. As a result of the completion of the Acquisition, beginning
October 11, 2016
, MillerCoors' results of operations were fully consolidated into MCBC’s consolidated financial statements and included in the U.S. segment. Net sales from the period
October 11, 2016
, through
December 31, 2016
, reflect the consolidation of MillerCoors in the U.S. segment.
|
(2)
|
Reflects net sales from the individual countries within our Central European operations (included in our Europe segment), as well as our MCI segment, for which no individual country has total net sales exceeding
10%
of the total consolidated net sales.
|
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Net properties:
|
|
|
|
||||
United States and its territories
(1)
|
$
|
3,065.4
|
|
|
$
|
28.4
|
|
Canada
|
583.1
|
|
|
598.1
|
|
||
United Kingdom
|
348.1
|
|
|
422.5
|
|
||
Other foreign countries
(2)
|
510.8
|
|
|
541.8
|
|
||
Consolidated net properties
|
$
|
4,507.4
|
|
|
$
|
1,590.8
|
|
(1)
|
As a result of the completion of the Acquisition, beginning
October 11, 2016
, MillerCoors was consolidated into MCBC's consolidated financial statements.
|
(2)
|
Reflects net properties within the individual countries included in our Central European operations (included in our Europe segment), as well as our MCI segment, for which no individual country has total net properties exceeding
10%
of the total consolidated net properties.
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(in millions)
|
||||||
Net sales
|
$
|
10,983.2
|
|
|
$
|
11,238.1
|
|
Net income from continuing operations attributable to MCBC
|
$
|
277.5
|
|
|
$
|
542.6
|
|
Net income attributable to MCBC
|
$
|
274.7
|
|
|
$
|
546.5
|
|
Net income from continuing operations attributable to MCBC per share:
|
|
|
|
||||
Basic
|
$
|
1.29
|
|
|
$
|
2.52
|
|
Diluted
|
$
|
1.28
|
|
|
$
|
2.51
|
|
|
For the years ended
|
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
||||
|
(In millions)
|
|
||||||
Non-recurring charges (benefits)
|
|
|
|
Location
|
||||
Recognition of inventory fair value step-up
|
$
|
82.0
|
|
|
$
|
—
|
|
Cost of goods sold
|
Revaluation gain on previously held 42% equity interest in MillerCoors and AOCI loss reclassification
|
$
|
(2,965.0
|
)
|
|
$
|
—
|
|
Special items, net
|
Other transaction-related costs
|
$
|
79.7
|
|
|
$
|
6.9
|
|
Marketing, general and administrative expenses
|
Bridge loan - amortization of financing costs
|
$
|
63.4
|
|
|
$
|
6.9
|
|
Other income (expense)
|
Foreign currency forwards and transactional foreign currency - net gain
|
$
|
(4.5
|
)
|
|
$
|
—
|
|
Other income (expense)
|
Term loan - commitment fee
|
$
|
4.0
|
|
|
$
|
0.1
|
|
Interest expense, net
|
Swaption - realized loss
|
$
|
36.4
|
|
|
$
|
—
|
|
Interest expense, net
|
Interest income earned on money market and fixed rate deposit accounts
|
$
|
(19.0
|
)
|
|
$
|
—
|
|
Interest income, net
|
Total cash consideration
|
$
|
12,000.0
|
|
Replacement share-based awards issued in conjunction with Acquisition
(1)
|
46.4
|
|
|
Elimination of MCBC's net payable to MillerCoors
(2)
|
(8.0
|
)
|
|
Total consideration
|
$
|
12,038.4
|
|
Previously held equity interest in MillerCoors
(3)
|
6,090.0
|
|
|
Total consideration and value to be allocated to net assets
|
$
|
18,128.4
|
|
(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. The fair value of the replacement awards associated with services rendered through the date of the Acquisition was recognized as a non-cash component of the total purchase consideration. See
Note 13, "Share-Based Payments"
for further information.
|
(2)
|
Represents the net payable owed by MCBC to MillerCoors as of the closing date which became an intercompany payable upon completion of the Acquisition.
|
(3)
|
The acquisition of MillerCoors is considered a step acquisition, and accordingly, we remeasured our pre-existing
42%
equity interest in MillerCoors immediately prior to completion of the Acquisition to its estimated fair value of
|
Total current assets
(1)
|
$
|
1,063.4
|
|
Property, plant and equipment
(2)
|
3,002.0
|
|
|
Other intangible assets
(3)
|
9,875.0
|
|
|
Other assets
(4)
|
330.6
|
|
|
Total current liabilities
|
(1,154.3
|
)
|
|
Pension and postretirement benefits
|
(1,009.7
|
)
|
|
Other non-current liabilities
|
(209.2
|
)
|
|
Total identifiable net assets acquired
|
$
|
11,897.8
|
|
Goodwill
(5)
|
6,415.6
|
|
|
Fair value of noncontrolling interests
(6)
|
(185.0
|
)
|
|
Total consideration and value to be allocated to net assets
|
$
|
18,128.4
|
|
(1)
|
Includes inventories of
$505.4 million
, trade receivables of
$344.3 million
, other receivables of
$40.2 million
as well as cash acquired of
$39.0 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. The estimated step-up in fair value of inventory of
$82.0 million
increased cost of goods sold over approximately
one
month as the acquired inventory was sold. For all other current assets acquired, the fair values approximate the carrying values.
|
|
Preliminary Fair value
|
|
Remaining useful life
|
||
|
(In millions)
|
|
(Years)
|
||
Land
|
$
|
156.8
|
|
|
N/A
|
Buildings and improvements
|
413.0
|
|
|
3-40
|
|
Machinery and equipment
|
1,927.7
|
|
|
3-25
|
|
Software
|
152.4
|
|
|
1-5
|
|
Returnable containers
|
89.8
|
|
|
1-15
|
|
Construction in progress
|
262.3
|
|
|
N/A
|
|
Acquired property, plant and equipment
|
$
|
3,002.0
|
|
|
|
(3)
|
The preliminary 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. The preliminary fair value and remaining useful life of identifiable intangible assets was estimated as follows:
|
|
Preliminary Fair value
|
|
Remaining useful life
|
||
|
(In millions)
|
|
(Years)
|
||
Brands not subject to amortization
|
$
|
7,320.0
|
|
|
Indefinite
|
Brands subject to amortization
|
2,030.0
|
|
|
10-30
|
|
Other intangible assets not subject to amortization
|
320.0
|
|
|
Indefinite
|
|
Other intangible assets subject to amortization
|
205.0
|
|
|
2-40
|
|
Total acquired identifiable intangible assets
|
$
|
9,875.0
|
|
|
|
(4)
|
Includes estimated deferred tax assets of approximately
$300 million
which were presented as non-current deferred tax liabilities upon consolidation by MCBC due to jurisdictional netting.
|
(5)
|
The goodwill arising from the Acquisition is primarily attributable to expected improvements to our global scale and agility, operational synergies and acceleration of the MCBC growth strategy, as well as the assembled workforce. We have preliminarily allocated all of the goodwill generated in the Acquisition to our U.S. segment. All of the tax basis goodwill generated in the Acquisition is expected to be deductible for U.S. federal and state tax purposes.
|
(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.
|
|
As of
|
||||||
|
October 10, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
977.9
|
|
|
$
|
800.5
|
|
Non-current assets
|
9,247.8
|
|
|
9,099.5
|
|
||
Total assets
|
$
|
10,225.7
|
|
|
$
|
9,900.0
|
|
Current liabilities
|
$
|
1,140.8
|
|
|
$
|
1,180.1
|
|
Non-current liabilities
|
1,244.7
|
|
|
1,407.0
|
|
||
Total liabilities
|
2,385.5
|
|
|
2,587.1
|
|
||
Noncontrolling interests
|
17.9
|
|
|
20.1
|
|
||
Owners' equity
|
7,822.3
|
|
|
7,292.8
|
|
||
Total liabilities and equity
|
$
|
10,225.7
|
|
|
$
|
9,900.0
|
|
|
As of
|
||||||
|
October 10, 2016
|
|
December 31, 2015
|
||||
|
(In millions, except percentages)
|
||||||
MillerCoors' owners' equity
|
$
|
7,822.3
|
|
|
$
|
7,292.8
|
|
MCBC's economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC's proportionate share in MillerCoors' owners' equity
|
3,285.4
|
|
|
3,063.0
|
|
||
Difference between MCBC's 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
|
$
|
2,666.7
|
|
|
$
|
2,441.0
|
|
(1)
|
Prior to
October 11, 2016
, our net investment in MillerCoors was based on the carrying values of the net assets contributed to the joint venture which was less than our proportionate share of underlying equity (
42%
) of MillerCoors (contributed by both Coors Brewing Company ("CBC"), a wholly-owned subsidiary of MCBC, and Miller). This basis difference, with the exception of certain non-amortizing items (goodwill, land, etc.), was being amortized as additional equity income over the remaining useful lives of the contributed long-lived amortizing assets. Upon completion of the Acquisition on
October 11, 2016
, we derecognized the remaining basis difference balance along with our pre-existing equity investment in MillerCoors in the fourth quarter of 2016.
|
|
For the period January 1 through October 10
|
|
For the years ended
|
||||||||
|
2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Net sales
|
$
|
6,125.4
|
|
|
$
|
7,725.5
|
|
|
$
|
7,848.4
|
|
Cost of goods sold
|
(3,457.4
|
)
|
|
(4,547.5
|
)
|
|
(4,743.8
|
)
|
|||
Gross profit
|
$
|
2,668.0
|
|
|
$
|
3,178.0
|
|
|
$
|
3,104.6
|
|
Operating income
(1)
|
$
|
1,169.2
|
|
|
$
|
1,239.2
|
|
|
$
|
1,347.3
|
|
Net income attributable to MillerCoors
(1)
|
$
|
1,157.2
|
|
|
$
|
1,217.8
|
|
|
$
|
1,326.2
|
|
(1)
|
Results include net special charges primarily related to the closure of the Eden, North Carolina, brewery. For the pre-Acquisition periods of January 1, 2016, through October 10, 2016, MillerCoors recorded net special charges of
$85.6 million
, including
$103.2 million
of accelerated depreciation in excess of normal depreciation associated with the closure of the Eden brewery, and a postretirement benefit curtailment gain related to the closure of Eden of
$25.7 million
. Results for 2015 include special charges related to the closure of the Eden brewery, including
$61.3 million
of accelerated depreciation in excess of normal depreciation associated with the brewery, and
$6.4 million
of severance and other charges. MillerCoors also recorded special charges in 2015 of
$42.4 million
related to an early settlement of a portion of its defined benefit pension plan liability. Results for 2014 include special charges related to restructuring activities of
$1.4 million
.
|
|
For the period January 1 through October 10
|
|
For the years ended
|
||||||||
|
2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions, except percentages)
|
||||||||||
Net income attributable to MillerCoors
|
$
|
1,157.2
|
|
|
$
|
1,217.8
|
|
|
$
|
1,326.2
|
|
MCBC's economic interest
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
|||
MCBC's proportionate share of MillerCoors' net income
|
486.0
|
|
|
511.5
|
|
|
557.0
|
|
|||
Amortization of the difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
|
3.3
|
|
|
4.6
|
|
|
4.6
|
|
|||
Share-based compensation adjustment
(1)
|
(0.7
|
)
|
|
0.2
|
|
|
0.2
|
|
|||
U.S. import tax benefit
(2)
|
12.3
|
|
|
—
|
|
|
—
|
|
|||
Equity income in MillerCoors
|
$
|
500.9
|
|
|
$
|
516.3
|
|
|
$
|
561.8
|
|
(1)
|
The net adjustment is to eliminate all share-based compensation impacts related to pre-existing SABMiller 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 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 consolidated balance sheet as of
December 31, 2016
.
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Beer sales to MillerCoors
(1)
|
$
|
7.5
|
|
|
$
|
11.7
|
|
|
$
|
13.1
|
|
Beer purchases from MillerCoors
(1)
|
$
|
32.0
|
|
|
$
|
43.2
|
|
|
$
|
37.3
|
|
Service agreement costs and other charges to MillerCoors
(1)
|
$
|
1.9
|
|
|
$
|
2.6
|
|
|
$
|
2.4
|
|
Service agreement costs and other charges from MillerCoors
(1)
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
1.0
|
|
Administrative fees, net charged from BRI
|
$
|
85.8
|
|
|
$
|
88.8
|
|
|
$
|
103.4
|
|
Administrative fees, net charged from BDL
|
$
|
34.3
|
|
|
$
|
36.4
|
|
|
$
|
50.8
|
|
(1)
|
For 2016, represents MillerCoors' activity for the pre-Acquisition period of January 1, 2016, through October 10, 2016, when MillerCoors was an equity method investment. As a result of the Acquisition, beginning
October 11, 2016
, MillerCoors' results of operations are consolidated into MCBC's consolidated financial statements.
|
|
Amounts due from affiliates
|
|
Amounts due to affiliates
|
||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
|
(In millions)
|
||||||||||||||
MillerCoors
(1)
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
BRI
|
9.0
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||
BDL
|
6.1
|
|
|
10.1
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
0.6
|
|
|
2.1
|
|
|
1.4
|
|
||||
Total
|
$
|
15.1
|
|
|
$
|
16.8
|
|
|
$
|
2.1
|
|
|
$
|
10.6
|
|
(1)
|
As a result of the Acquisition, beginning
October 11, 2016
, amounts due from and due to MillerCoors which were previously recorded as amounts due to and due from affiliates became intercompany transactions and thus eliminate in consolidation.
|
|
As of
|
||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
4.4
|
|
|
$
|
0.5
|
|
|
$
|
6.9
|
|
|
$
|
3.3
|
|
Cobra U.K.
|
$
|
14.2
|
|
|
$
|
1.1
|
|
|
$
|
30.2
|
|
|
$
|
0.9
|
|
RMMC
|
$
|
70.2
|
|
|
$
|
3.5
|
|
|
N/A
|
|
|
N/A
|
|
||
RMBC
|
$
|
53.1
|
|
|
$
|
2.5
|
|
|
N/A
|
|
|
N/A
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Bridge loan commitment fees
(1)
|
$
|
(63.4
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
—
|
|
Gain on sale of non-operating asset
|
20.5
|
|
|
0.8
|
|
|
—
|
|
|||
Gain (loss) from other foreign exchange and derivative activity, net
|
10.0
|
|
|
6.2
|
|
|
(6.6
|
)
|
|||
Other, net
|
3.2
|
|
|
0.8
|
|
|
0.1
|
|
|||
Other income (expense), net
|
$
|
(29.7
|
)
|
|
$
|
0.9
|
|
|
$
|
(6.5
|
)
|
(1)
|
During
2016
and
2015
, 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 12, "Debt"
, we terminated the bridge loan agreement and accelerated the remaining unamortized fees to other income (expense) during the third quarter of 2016. All related financing fees ceased upon termination of the bridge loan. See
Note 12, "Debt"
, for further discussion.
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Domestic
|
$
|
3,396.9
|
|
|
$
|
746.1
|
|
|
$
|
736.2
|
|
Foreign
|
(361.6
|
)
|
|
(335.4
|
)
|
|
(149.9
|
)
|
|||
Total
|
$
|
3,035.3
|
|
|
$
|
410.7
|
|
|
$
|
586.3
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
83.4
|
|
|
$
|
116.1
|
|
|
$
|
78.4
|
|
State
|
12.0
|
|
|
11.8
|
|
|
12.9
|
|
|||
Foreign
|
31.9
|
|
|
25.2
|
|
|
(22.5
|
)
|
|||
Total current tax expense (benefit)
|
$
|
127.3
|
|
|
$
|
153.1
|
|
|
$
|
68.8
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
684.8
|
|
|
$
|
(26.1
|
)
|
|
$
|
27.6
|
|
State
|
99.9
|
|
|
(5.8
|
)
|
|
2.0
|
|
|||
Foreign
|
138.7
|
|
|
(69.4
|
)
|
|
(29.4
|
)
|
|||
Total deferred tax expense (benefit)
|
$
|
923.4
|
|
|
$
|
(101.3
|
)
|
|
$
|
0.2
|
|
Total income tax expense (benefit) from continuing operations
|
$
|
1,050.7
|
|
|
$
|
51.8
|
|
|
$
|
69.0
|
|
|
For the years ended
|
|||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|||
Statutory Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefits
|
2.4
|
%
|
|
1.6
|
%
|
|
2.5
|
%
|
Effect of foreign tax rates and tax planning
|
(1.8
|
)%
|
|
(29.2
|
)%
|
|
(24.3
|
)%
|
Effect of Molson brand useful life change
|
6.4
|
%
|
|
—
|
%
|
|
—
|
%
|
Effect of unrecognized tax benefits
|
—
|
%
|
|
(3.5
|
)%
|
|
(3.9
|
)%
|
Change in valuation allowance
|
(0.5
|
)%
|
|
8.2
|
%
|
|
0.4
|
%
|
Acquisition related permanent items
|
(7.7
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other, net
|
0.8
|
%
|
|
0.5
|
%
|
|
2.1
|
%
|
Effective tax rate
|
34.6
|
%
|
|
12.6
|
%
|
|
11.8
|
%
|
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Non-current deferred tax assets:
|
|
|
|
||||
Compensation related obligations
|
$
|
22.2
|
|
|
$
|
19.3
|
|
Pension and postretirement benefits
|
35.6
|
|
|
61.2
|
|
||
Tax credit carryforwards
|
13.0
|
|
|
1.5
|
|
||
Tax loss carryforwards
|
1,004.8
|
|
|
897.9
|
|
||
Accrued liabilities and other
|
46.1
|
|
|
32.3
|
|
||
Other
|
7.5
|
|
|
10.0
|
|
||
Valuation allowance
|
(901.7
|
)
|
|
(824.9
|
)
|
||
Total non-current deferred tax assets
|
$
|
227.5
|
|
|
$
|
197.3
|
|
Non-current deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
72.5
|
|
|
69.7
|
|
||
Partnership investments
|
922.0
|
|
|
169.7
|
|
||
Foreign exchange gain/loss
|
43.0
|
|
|
48.7
|
|
||
Intangible assets
|
800.5
|
|
|
644.0
|
|
||
Other
|
13.8
|
|
|
13.9
|
|
||
Total non-current deferred tax liabilities
|
$
|
1,851.8
|
|
|
$
|
946.0
|
|
Net non-current deferred tax assets
|
—
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
$
|
1,624.3
|
|
|
$
|
748.7
|
|
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Domestic net non-current deferred tax liabilities
|
$
|
925.5
|
|
|
$
|
195.0
|
|
Foreign net non-current deferred tax assets
|
42.0
|
|
|
20.2
|
|
||
Foreign net non-current deferred tax liabilities
|
740.8
|
|
|
573.9
|
|
||
Net non-current deferred tax liabilities
|
$
|
1,624.3
|
|
|
$
|
748.7
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
39.5
|
|
|
$
|
59.8
|
|
|
$
|
137.9
|
|
Additions for tax positions related to the current year
|
1.7
|
|
|
1.8
|
|
|
2.2
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
2.2
|
|
|
20.4
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(5.5
|
)
|
|
(19.4
|
)
|
|||
Settlements
|
—
|
|
|
(0.9
|
)
|
|
(55.4
|
)
|
|||
Release due to statute expiration and legislative changes
|
(2.3
|
)
|
|
(9.6
|
)
|
|
(18.4
|
)
|
|||
Foreign currency adjustment
|
0.8
|
|
|
(8.3
|
)
|
|
(7.5
|
)
|
|||
Balance at end of year
|
$
|
39.7
|
|
|
$
|
39.5
|
|
|
$
|
59.8
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Reconciliation of unrecognized tax benefits balance
|
(In millions)
|
||||||||||
Estimated interest and penalties
|
$
|
5.7
|
|
|
$
|
5.3
|
|
|
$
|
7.2
|
|
Offsetting positions
|
—
|
|
|
(3.7
|
)
|
|
(3.7
|
)
|
|||
Unrecognized tax positions
|
39.7
|
|
|
39.5
|
|
|
59.8
|
|
|||
Total unrecognized tax benefits
|
$
|
45.4
|
|
|
$
|
41.1
|
|
|
$
|
63.3
|
|
|
|
|
|
|
|
||||||
Presented net against non-current deferred tax assets
|
$
|
32.7
|
|
|
$
|
30.9
|
|
|
$
|
37.9
|
|
Current (included in accounts payable and other current liabilities)
|
3.0
|
|
|
1.8
|
|
|
—
|
|
|||
Non-current (included within other liabilities)
|
9.7
|
|
|
8.4
|
|
|
25.4
|
|
|||
Total unrecognized tax benefits
|
$
|
45.4
|
|
|
$
|
41.1
|
|
|
$
|
63.3
|
|
|
|
|
|
|
|
||||||
Amount of unrecognized tax benefits that would impact the effective tax rate, if recognized
(1)
|
$
|
39.7
|
|
|
$
|
39.5
|
|
|
$
|
59.8
|
|
(1)
|
Amounts exclude the potential effects of valuation allowances, which may fully or partially offset the impact to the effective tax rate.
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Employee-related charges
|
|
|
|
|
|
||||||
Restructuring
|
|
|
|
|
|
||||||
U.S.
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Canada
|
4.0
|
|
|
2.1
|
|
|
7.6
|
|
|||
Europe
|
(0.9
|
)
|
|
3.0
|
|
|
3.7
|
|
|||
MCI
|
0.3
|
|
|
3.2
|
|
|
—
|
|
|||
Corporate
|
0.7
|
|
|
—
|
|
|
0.3
|
|
|||
Other employee related costs
|
|
|
|
|
|
||||||
Canada - Pension settlement
|
9.0
|
|
|
—
|
|
|
—
|
|
|||
Impairments or asset abandonment charges
|
|
|
|
|
|
||||||
U.S. - Asset abandonment
(1)
|
2.7
|
|
|
—
|
|
|
—
|
|
|||
Canada - Intangible asset impairment and write-off
(2)(8)
|
495.2
|
|
|
—
|
|
|
13.8
|
|
|||
Canada - Asset abandonment
(3)
|
5.0
|
|
|
25.1
|
|
|
—
|
|
|||
Europe - Intangible asset impairment
(2)
|
—
|
|
|
275.0
|
|
|
360.0
|
|
|||
Europe - Asset abandonment
(4)
|
10.8
|
|
|
27.5
|
|
|
4.0
|
|
|||
MCI - Asset impairment and write-off
(5)
|
30.8
|
|
|
3.2
|
|
|
—
|
|
|||
Unusual or infrequent items
|
|
|
|
|
|
||||||
Europe - Flood loss (insurance reimbursement), net
(6)
|
(9.3
|
)
|
|
(2.4
|
)
|
|
(1.8
|
)
|
|||
Termination fees and other (gains) losses
|
|
|
|
|
|
||||||
U.S. - Acquisition revaluation gain and reclassification of historical share of MillerCoors' AOCI
(7)
|
(2,965.0
|
)
|
|
—
|
|
|
—
|
|
|||
Canada - Gain on sale of asset
(3)
|
(110.4
|
)
|
|
—
|
|
|
—
|
|
|||
Canada - Termination fee income
(8)
|
—
|
|
|
—
|
|
|
(63.2
|
)
|
|||
Europe - Termination fee expense, net
(9)
|
—
|
|
|
10.0
|
|
|
—
|
|
|||
Total Special items, net
|
$
|
(2,523.9
|
)
|
|
$
|
346.7
|
|
|
$
|
324.4
|
|
(1)
|
During the third quarter of 2015, MillerCoors announced plans to close its brewery in Eden, North Carolina, in an effort to optimize the brewery footprint and streamline operations for greater efficiencies. Products produced in Eden were transitioned to other breweries in the U.S. supply chain network and the Eden brewery is now closed. For the period October 11, 2016, through December 31, 2016, certain costs related to the closure of the brewery were recorded within special items.
|
(2)
|
During the fourth quarter of 2016, and third quarters of 2015 and 2014, we recognized impairment charges related to indefinite-lived intangible assets in Canada and Europe, respectively. Additionally, in the third quarter of 2014, we recognized an impairment charge related to our definite-lived intangible asset associated with our license agreement with Miller in Canada. See
Note 11, "Goodwill and Intangible Assets"
for further discussion.
|
(3)
|
As part of our ongoing strategic review of our Canadian supply chain network, during 2016 we completed the sale of our Vancouver brewery, resulting in net cash proceeds received of CAD
183.1 million
(
$140.8 million
), and recognized a gain of
$110.4 million
within special items. In conjunction with the sale of the brewery, we agreed to leaseback the existing property to continue operations on an uninterrupted basis while our new brewery is being constructed. We have evaluated this transaction pursuant to the accounting guidance for sale-leaseback transactions, and concluded that the relevant criteria had been met for full gain recognition. Additionally, during 2016 and 2015, we
|
(4)
|
As a result of our continued strategic review of our European supply chain network, we incurred special charges associated with the planned closure of our Burton South brewery in the U.K. of
$8.5 million
in 2016, which includes accelerated depreciation charges in excess of our normal depreciation of
$7.5 million
. During 2015 we incurred
$1.4 million
of accelerated depreciation charges in excess of our normal depreciation associated with this brewery.
|
(5)
|
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 11, "Goodwill and Intangible Assets"
for additional details.
|
(6)
|
During the third quarter of 2016, we received the final settlement of insurance proceeds of
$9.3 million
related to losses incurred by our Europe business from flooding in Serbia, Bosnia and Croatia which occurred during 2014. We had previously recorded losses and related costs offset by income received from insurance proceeds related to these floods during 2014. During 2015, we recorded income from insurance proceeds for insurance proceeds received related to significant flooding in Czech Republic that occurred in 2013.
|
(7)
|
On October 11, 2016, we completed the Acquisition and recorded a revaluation gain on the excess of the estimated fair value remeasurement for our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors within special items, net in the fourth quarter of 2016. See
Note 4, "Acquisition and Investments"
for further details.
|
(8)
|
Upon termination of our MMI operations in 2014, we recognized termination fee income and charges associated with the write-off of the definite-lived intangible asset associated with the joint venture. See
Note 4, "Acquisition and Investments"
for further discussion.
|
(9)
|
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) was included as income within special items during the year ended December 31, 2015.
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
9.7
|
|
|
$
|
13.6
|
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
24.7
|
|
Charges incurred
|
—
|
|
|
7.6
|
|
|
6.3
|
|
|
—
|
|
|
0.3
|
|
|
14.2
|
|
||||||
Payments made
|
—
|
|
|
(13.0
|
)
|
|
(5.2
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(19.7
|
)
|
||||||
Changes in estimates
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
15.5
|
|
Charges incurred
|
—
|
|
|
2.1
|
|
|
4.2
|
|
|
3.2
|
|
|
—
|
|
|
9.5
|
|
||||||
Payments made
|
—
|
|
|
(3.1
|
)
|
|
(8.5
|
)
|
|
(1.9
|
)
|
|
(0.2
|
)
|
|
(13.7
|
)
|
||||||
Changes in estimates
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
Balance assumed in Acquisition
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||||
Charges incurred
|
3.2
|
|
|
4.0
|
|
|
1.2
|
|
|
0.3
|
|
|
0.7
|
|
|
9.4
|
|
||||||
Payments made
|
(5.0
|
)
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(8.0
|
)
|
||||||
Changes in estimates
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||||
Balance at December 31, 2016
|
$
|
5.1
|
|
|
$
|
5.9
|
|
|
$
|
2.8
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
14.7
|
|
|
Common stock
issued
|
|
Exchangeable
shares issued
|
||||||||
|
Class A
|
|
Class B
(1)
|
|
Class A
|
|
Class B
|
||||
|
(Share amounts in millions)
|
||||||||||
Balance at December 31, 2013
|
2.6
|
|
|
167.2
|
|
|
2.9
|
|
|
19.0
|
|
Shares issued under equity compensation plans
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(1.4
|
)
|
Balance at December 31, 2014
|
2.6
|
|
|
169.9
|
|
|
2.9
|
|
|
17.6
|
|
Shares issued under equity compensation plans
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
1.6
|
|
|
—
|
|
|
(1.6
|
)
|
Balance at December 31, 2015
|
2.6
|
|
|
172.5
|
|
|
2.9
|
|
|
16.0
|
|
Shares issued from public offering
|
—
|
|
|
29.9
|
|
|
—
|
|
|
—
|
|
Shares issued under equity compensation plans
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(0.8
|
)
|
Balance at December 31, 2016
|
2.6
|
|
|
203.7
|
|
|
2.9
|
|
|
15.2
|
|
(1)
|
During 2016, we received proceeds of approximately
$2.5 billion
, net of issuance costs from our February 3, 2016, equity offering of
29.9 million
shares of our Class B common stock. See "Class B Common Stock Equity Issuance" below for further discussion. During 2015, we repurchased Class B common shares which results in a lower number of outstanding shares compared to issued shares. See "Share Repurchase Program" below for further discussion. For all other classes, issued shares equal outstanding shares.
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
1,978.7
|
|
|
$
|
355.6
|
|
|
$
|
513.5
|
|
Income (loss) from discontinued operations, net of tax
|
(2.8
|
)
|
|
3.9
|
|
|
0.5
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
1,975.9
|
|
|
$
|
359.5
|
|
|
$
|
514.0
|
|
Weighted-average shares for basic EPS
|
212.0
|
|
|
185.3
|
|
|
184.9
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
RSUs, DSUs, PUs and PSUs
|
0.8
|
|
|
0.7
|
|
|
0.5
|
|
|||
Stock options and SOSARs
|
0.6
|
|
|
0.4
|
|
|
0.7
|
|
|||
Weighted-average shares for diluted EPS
|
213.4
|
|
|
186.4
|
|
|
186.1
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
9.33
|
|
|
$
|
1.92
|
|
|
$
|
2.78
|
|
From discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
—
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
9.32
|
|
|
$
|
1.94
|
|
|
$
|
2.78
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
9.27
|
|
|
$
|
1.91
|
|
|
$
|
2.76
|
|
From discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
—
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
9.26
|
|
|
$
|
1.93
|
|
|
$
|
2.76
|
|
Dividends declared and paid per share
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.48
|
|
|
For the years ended
|
|||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|||
|
(In millions)
|
|||||||
RSUs, stock options and SOSARs
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
As of
|
||||||
|
December 31, 2016
(1)
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Land and improvements
|
$
|
304.7
|
|
|
$
|
173.1
|
|
Buildings and improvements
|
853.1
|
|
|
457.3
|
|
||
Machinery and equipment
|
3,513.8
|
|
|
1,654.8
|
|
||
Returnable containers
|
321.7
|
|
|
228.0
|
|
||
Furniture and fixtures
|
313.5
|
|
|
224.5
|
|
||
Software
|
282.7
|
|
|
116.2
|
|
||
Natural resource properties
|
3.8
|
|
|
3.8
|
|
||
Construction in progress
|
413.4
|
|
|
123.2
|
|
||
Total properties cost
|
6,006.7
|
|
|
2,980.9
|
|
||
Less: accumulated depreciation
|
(1,499.3
|
)
|
|
(1,390.1
|
)
|
||
Properties, net
|
$
|
4,507.4
|
|
|
$
|
1,590.8
|
|
(1)
|
The increase in properties as of December 31, 2016, primarily resulted from the completion of the Acquisition on
October 11, 2016
. See
Note 4, "Acquisition and Investments"
for further details.
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||||
|
|
|
(In millions)
|
||||||||||||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
656.5
|
|
|
$
|
1,528.0
|
|
|
$
|
7.1
|
|
|
$
|
2,191.6
|
|
Business acquisition and disposition
(1)
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|
16.9
|
|
|
10.2
|
|
|||||
Foreign currency translation
|
—
|
|
|
(105.1
|
)
|
|
(112.6
|
)
|
|
(0.8
|
)
|
|
(218.5
|
)
|
|||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
551.4
|
|
|
$
|
1,408.7
|
|
|
$
|
23.2
|
|
|
$
|
1,983.3
|
|
Business acquisition
(1)(2)
|
6,415.6
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
6,415.0
|
|
|||||
Impairment related to India reporting unit
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
|
(15.7
|
)
|
|||||
Foreign currency translation
|
—
|
|
|
16.2
|
|
|
(148.2
|
)
|
|
(0.5
|
)
|
|
(132.5
|
)
|
|||||
Balance at December 31, 2016
|
$
|
6,415.6
|
|
|
$
|
567.6
|
|
|
$
|
1,260.5
|
|
|
$
|
6.4
|
|
|
$
|
8,250.1
|
|
(1)
|
The goodwill adjustment for 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. As part of the purchase price accounting, goodwill generated in conjunction with this acquisition has been recorded within our MCI segment beginning in the second quarter of 2015, and included within the India reporting unit of our MCI segment for purposes of our annual goodwill impairment testing.
|
(2)
|
On October 11, 2016, we completed the Acquisition and have estimated preliminary goodwill of approximately
$6.4 billion
. This goodwill has preliminarily been allocated to our U.S. segment.
|
(3)
|
The MCI goodwill impairment loss for 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
|
10 - 50
|
|
$
|
4,876.3
|
|
|
$
|
(288.2
|
)
|
|
$
|
4,588.1
|
|
License agreements and distribution rights
|
15 - 28
|
|
225.9
|
|
|
(89.4
|
)
|
|
136.5
|
|
|||
Other
|
2 - 40
|
|
129.3
|
|
|
(26.4
|
)
|
|
102.9
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
8,114.2
|
|
|
—
|
|
|
8,114.2
|
|
|||
Distribution networks
|
Indefinite
|
|
752.6
|
|
|
—
|
|
|
752.6
|
|
|||
Other
|
Indefinite
|
|
337.6
|
|
|
—
|
|
|
337.6
|
|
|||
Total
|
|
|
$
|
14,435.9
|
|
|
$
|
(404.0
|
)
|
|
$
|
14,031.9
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
3 - 50
|
|
$
|
1,121.8
|
|
|
$
|
(226.1
|
)
|
|
$
|
895.7
|
|
License agreements and distribution rights
|
3 - 28
|
|
135.1
|
|
|
(87.1
|
)
|
|
48.0
|
|
|||
Other
|
2 - 8
|
|
29.9
|
|
|
(28.6
|
)
|
|
1.3
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
3,052.2
|
|
|
—
|
|
|
3,052.2
|
|
|||
Distribution networks
|
Indefinite
|
|
731.0
|
|
|
—
|
|
|
731.0
|
|
|||
Other
|
Indefinite
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Total
|
|
|
$
|
5,087.5
|
|
|
$
|
(341.8
|
)
|
|
$
|
4,745.7
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
214.5
|
|
2018
|
|
$
|
212.2
|
|
2019
|
|
$
|
211.3
|
|
2020
|
|
$
|
210.2
|
|
2021
|
|
$
|
204.8
|
|
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
CAD 500 million 3.95% Series A notes due 2017
(1)
|
$
|
372.0
|
|
|
$
|
361.3
|
|
CAD 400 million 2.25% notes due 2018
(2)
|
297.6
|
|
|
289.0
|
|
||
CAD 500 million 2.75% notes due 2020
(2)
|
372.0
|
|
|
361.3
|
|
||
CAD 500 million 2.84% notes due 2023
(3)
|
372.0
|
|
|
—
|
|
||
CAD 500 million 3.44% notes due 2026
(3)
|
372.0
|
|
|
—
|
|
||
$300 million 2.0% notes due 2017
(4)
|
300.2
|
|
|
300.6
|
|
||
$500 million 1.45% notes due 2019
(3)
|
500.0
|
|
|
—
|
|
||
$1.0 billion 2.10% notes due 2021
(3)
|
1,000.0
|
|
|
—
|
|
||
$500 million 3.5% notes due 2022
(4)
|
515.0
|
|
|
517.8
|
|
||
$2.0 billion 3.0% notes due 2026
(3)
|
2,000.0
|
|
|
—
|
|
||
$1.1 billion 5.0% notes due 2042
(4)
|
1,100.0
|
|
|
1,100.0
|
|
||
$1.8 billion 4.2% notes due 2046
(3)
|
1,800.0
|
|
|
—
|
|
||
EUR 800 million 1.25% notes due 2024
(3)
|
841.4
|
|
|
—
|
|
||
Term loan due 2019
(5)
|
800.0
|
|
|
—
|
|
||
Term loan due 2021
(5)
|
1,500.0
|
|
|
—
|
|
||
Other long-term debt
|
2.2
|
|
|
—
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(85.0
|
)
|
|
(21.3
|
)
|
||
Total long-term debt (including current portion)
|
12,059.4
|
|
|
2,908.7
|
|
||
Less: current portion of long-term debt
|
(671.7
|
)
|
|
—
|
|
||
Total long-term debt
|
$
|
11,387.7
|
|
|
$
|
2,908.7
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Cash pool overdrafts
(6)
|
$
|
2.6
|
|
|
$
|
18.7
|
|
Short-term facilities
(7)
|
7.0
|
|
|
7.5
|
|
||
Other short-term borrowings
|
3.5
|
|
|
2.5
|
|
||
Current portion of long-term debt
|
671.7
|
|
|
—
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
684.8
|
|
|
$
|
28.7
|
|
(1)
|
During the fourth quarter of 2010, Molson Coors International LP completed a CAD
500 million
private placement in Canada due
October 6, 2017
. Prior to issuing the bond, we entered into forward starting interest rate transactions for a portion of the Canadian offering. The bond forward transactions effectively established, in advance, the yield of the government of Canada bond rate over which the Company's private placement was priced. At the time of the private placement offering and pricing, the government of Canada bond rates were trading at a yield lower than that locked in with the Company's interest rate locks. This resulted in a loss on the bond forward transactions of
$7.8 million
which is being amortized over the term of the Canadian issued private placement and increases our effective cost of borrowing compared to the stated coupon rates by
0.23%
.
|
(2)
|
On
September 18, 2015
, Molson Coors International, LP issued CAD
500 million
2.75%
notes due
September 18, 2020
("CAD
500 million
notes"), and CAD
400 million
2.25%
notes due
September 18, 2018
("CAD
400 million
notes", and together with the CAD
500 million
notes, the "2015 Notes"). Prior to issuing the 2015 Notes, we entered into forward starting interest rate swap agreements to hedge the interest rate volatility on CAD
600 million
of the 2015 Notes beginning in the second quarter of 2014. At the time of the issuance of the 2015 Notes, the government of
|
(3)
|
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 L.P., 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 debt issuance costs capitalized in connection with these notes including underwriting fees, discounts and other financing related costs, were approximately
$65 million
and are being amortized over the respective terms of the 2016 Notes. The 2016 Notes began accruing interest upon issuance, with semi-annual 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.
|
(4)
|
On May 3, 2012, we issued approximately
$1.9 billion
of senior notes with portions maturing in 2017, 2022 and 2042. The
2017
senior notes were issued in an initial aggregate principal amount of
$300 million
at
2.0%
interest and will mature on May 1, 2017 ("
$300 million
notes"). The 2022 senior notes were issued in an initial aggregate principal amount of
$500 million
at
3.5%
interest and will mature on May 1, 2022 ("
$500 million
notes"). The
2042
senior notes were issued in an initial aggregate principal amount of
$1.1 billion
at
5.0%
interest and will mature on May 1, 2042. The issuance resulted in total proceeds to us, before expenses, of approximately
$1.9 billion
, net of underwriting fees and discounts of
$14.7 million
and
$4.6 million
, respectively. Total debt issuance costs capitalized in connection with these senior notes, including the underwriting fees and discounts, were approximately
$18.0 million
and are being amortized over the term of the notes.
|
(5)
|
In anticipation of the Acquisition, we entered into a term loan agreement during the fourth quarter of 2015, as further discussed below. On
October 11, 2016
, in connection with the closing of the Acquisition, we borrowed
$1.0 billion
under the
3
-year tranche and
$1.5 billion
under the
5
-year tranche, for an aggregate principal amount of
$2.5 billion
. Total debt issuance costs capitalized in connection with these term loans were
$8.7 million
and are being amortized to interest expense over each tranche's respective terms. We bear monthly interest on these term loans at the rate of
1.50% + 1-month LIBOR
. The proceeds were used to partially fund the Acquisition and no additional amounts are available for borrowing under the term loan agreement. Additionally, during the fourth quarter of 2016, we made principal payments on our
$1.0 billion
3
-year tranche of
$200.0 million
and accordingly accelerated the related amortization. As of
December 31, 2015
, there were no outstanding borrowings on the term loan. For the years ended
December 31, 2016
and
December 31, 2015
,
$6.7 million
and
$0.1 million
, respectively, was recorded to interest expense related to amortization of issuance and other financing costs associated with the term loan, including the accelerated amortization noted above of
$0.6 million
.
|
(6)
|
As of
December 31, 2016
, we had
$2.6 million
in bank overdrafts and
$18.0 million
in bank cash related to our cross-border, cross-currency cash pool for a net positive position of
$15.4 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
.
|
(7)
|
We had total outstanding borrowings of
$7.0 million
and
$7.5 million
under our two JPY overdraft facilities as of
December 31, 2016
, and
December 31, 2015
, respectively. We had no outstanding borrowings under our CAD or GBP facilities as of
December 31, 2016
, or
December 31, 2015
. A summary of our short-term facility availability is presented below. See
Note 18, "Commitments and Contingencies"
for further discussion related to letters of credit.
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
685.3
|
|
2018
|
|
297.6
|
|
|
2019
|
|
1,300.0
|
|
|
2020
|
|
372.0
|
|
|
2021
|
|
2,500.0
|
|
|
Thereafter
|
|
6,987.4
|
|
|
Total
|
|
$
|
12,142.3
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Interest incurred
|
$
|
272.2
|
|
|
$
|
121.1
|
|
|
$
|
147.7
|
|
Interest capitalized
|
(0.6
|
)
|
|
(0.8
|
)
|
|
(2.7
|
)
|
|||
Interest expensed
|
$
|
271.6
|
|
|
$
|
120.3
|
|
|
$
|
145.0
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Pretax compensation expense
|
$
|
32.3
|
|
|
$
|
20.7
|
|
|
$
|
23.5
|
|
Tax benefit
|
(10.0
|
)
|
|
(5.6
|
)
|
|
(7.0
|
)
|
|||
After-tax compensation expense
|
$
|
22.3
|
|
|
$
|
15.1
|
|
|
$
|
16.5
|
|
|
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
|
|
$93.13
|
|
0.1
|
|
$90.49
|
Replacement awards issued
|
0.4
|
|
$107.91
|
|
0.1
|
|
$106.17
|
Vested
|
(0.3)
|
|
$51.35
|
|
(0.2)
|
|
$44.71
|
Forfeited
|
(0.1)
|
|
$82.91
|
|
—
|
|
$—
|
Non-vested as of December 31, 2016
|
0.8
|
|
$87.01
|
|
0.5
|
|
$81.67
|
|
Awards outstanding
|
||||||||
|
Awards
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic
value
|
||
|
(In millions, except per share amounts and years)
|
||||||||
Outstanding as of December 31, 2015
|
1.3
|
|
$49.49
|
|
4.8
|
|
$
|
58.0
|
|
Granted
|
0.1
|
|
$92.04
|
|
|
|
|
|
|
Replacement awards issued
|
0.5
|
|
$70.05
|
|
|
|
|
||
Exercised
|
(0.4)
|
|
$47.70
|
|
|
|
|
|
|
Forfeited
|
—
|
|
$—
|
|
|
|
|
|
|
Outstanding as of December 31, 2016
|
1.5
|
|
$59.79
|
|
5.4
|
|
$
|
58.2
|
|
Expected to vest
|
0.4
|
|
$78.97
|
|
8.5
|
|
$
|
7.3
|
|
Exercisable at December 31, 2016
|
1.1
|
|
$52.97
|
|
4.3
|
|
$
|
50.8
|
|
|
For the years ended
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
Risk-free interest rate
|
1.40%
|
|
1.70%
|
|
2.29%
|
Dividend yield
|
1.81%
|
|
2.20%
|
|
2.57%
|
Volatility range
|
23.16% - 24.64%
|
|
21.65% - 29.90%
|
|
22.66% - 26.57%
|
Weighted-average volatility
|
23.53%
|
|
23.71%
|
|
25.59%
|
Expected term (years)
|
5.2
|
|
5.7
|
|
7.5
|
Weighted-average fair value
|
$16.65
|
|
$13.98
|
|
$12.78
|
|
For the years ended
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
Risk-free interest rate
|
1.04%
|
|
1.06%
|
|
0.72%
|
Dividend yield
|
1.81%
|
|
2.20%
|
|
2.57%
|
Volatility range
|
14.10% - 77.11%
|
|
12.73% - 62.28%
|
|
12.45% - 72.41%
|
Weighted-average volatility
|
23.68%
|
|
21.53%
|
|
21.72%
|
Expected term (years)
|
2.8
|
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$90.49
|
|
$74.42
|
|
$58.69
|
|
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, 2013
|
$
|
979.1
|
|
|
$
|
14.6
|
|
|
$
|
(556.3
|
)
|
|
$
|
(282.5
|
)
|
|
$
|
154.9
|
|
Foreign currency translation adjustments
|
(818.0
|
)
|
|
(8.9
|
)
|
|
8.4
|
|
|
—
|
|
|
(818.5
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
(172.3
|
)
|
|
—
|
|
|
(172.3
|
)
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
33.0
|
|
|
—
|
|
|
33.0
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.5
|
)
|
|
(157.5
|
)
|
|||||
Tax benefit (expense)
|
(31.3
|
)
|
|
1.7
|
|
|
28.7
|
|
|
55.3
|
|
|
54.4
|
|
|||||
As of December 31, 2014
|
$
|
129.8
|
|
|
$
|
15.0
|
|
|
$
|
(658.5
|
)
|
|
$
|
(384.7
|
)
|
|
$
|
(898.4
|
)
|
Foreign currency translation adjustments
|
(830.4
|
)
|
|
(16.0
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(848.1
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
23.0
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
42.0
|
|
|
—
|
|
|
42.0
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
46.9
|
|
|
—
|
|
|
46.9
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
56.5
|
|
|
56.5
|
|
|||||
Tax benefit (expense)
|
(69.3
|
)
|
|
(0.4
|
)
|
|
(17.8
|
)
|
|
(22.2
|
)
|
|
(109.7
|
)
|
|||||
As of December 31, 2015
|
$
|
(769.9
|
)
|
|
$
|
14.5
|
|
|
$
|
(589.1
|
)
|
|
$
|
(350.4
|
)
|
|
$
|
(1,694.9
|
)
|
Foreign currency translation adjustments
|
(227.4
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
(234.7
|
)
|
|||||
Unrealized gain (loss) on derivative and non-derivative instruments
|
—
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
75.1
|
|
|
—
|
|
|
75.1
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
39.8
|
|
|
—
|
|
|
39.8
|
|
|||||
Reclassification of historical share of MillerCoors' AOCI loss to income
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
458.3
|
|
|
458.3
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
36.8
|
|
|
36.8
|
|
|||||
Tax benefit (expense)
(1)
|
3.2
|
|
|
(9.9
|
)
|
|
(21.2
|
)
|
|
(214.6
|
)
|
|
(242.5
|
)
|
|||||
As of December 31, 2016
|
$
|
(994.1
|
)
|
|
$
|
21.2
|
|
|
$
|
(502.7
|
)
|
|
$
|
(69.9
|
)
|
|
$
|
(1,545.5
|
)
|
(1)
|
Upon completion of the Acquisition on October 11, 2016, we recorded a loss of
$458.3 million
within special items, net upon reclassification of our accumulated other comprehensive loss related to our historical
42%
interest in MillerCoors. The associated income tax benefit of
$200.1 million
was also reclassified and recorded as a component of the income tax benefit (expense) line item on the consolidated statement of operations. See
Note 4, "Acquisition and Investments"
for further details. The remaining AOCI of our equity method investments is related to changes to BRI and BDL pension obligations.
|
|
|
For the years ended
|
|
|
||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|
|
||||||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||||||
|
|
(In millions)
|
|
|
||||||||||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Forward starting interest rate swaps
|
|
$
|
(3.8
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(1.5
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
(7.2
|
)
|
|
(11.9
|
)
|
|
(5.5
|
)
|
|
Other income (expense), net
|
|||
Foreign currency forwards
|
|
14.4
|
|
|
21.0
|
|
|
2.8
|
|
|
Cost of goods sold
|
|||
Commodity swaps
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
Cost of goods sold
|
|||
Total income (loss) reclassified, before tax
|
|
3.4
|
|
|
7.1
|
|
|
(3.8
|
)
|
|
|
|||
Income tax benefit (expense)
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|
1.5
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
3.0
|
|
|
$
|
5.4
|
|
|
$
|
(2.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
||||||
Prior service benefit (cost)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
2.4
|
|
|
(1)
|
Net actuarial gain (loss)
|
|
(39.2
|
)
|
|
(46.6
|
)
|
|
(35.4
|
)
|
|
(1)
|
|||
Total income (loss) reclassified, before tax
|
|
(39.8
|
)
|
|
(46.9
|
)
|
|
(33.0
|
)
|
|
|
|||
Income tax benefit (expense)
|
|
8.4
|
|
|
9.4
|
|
|
6.8
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
(31.4
|
)
|
|
$
|
(37.5
|
)
|
|
$
|
(26.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reclassification of historical share of MillerCoors' AOCI loss:
|
|
|
|
|
|
|
|
|
||||||
Historical share of MillerCoors' AOCI loss
|
|
$
|
(458.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(2)
|
Income tax benefit (expense)
|
|
200.1
|
|
|
—
|
|
|
—
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
(258.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total income (loss) reclassified, net of tax
|
|
$
|
(286.6
|
)
|
|
$
|
(32.1
|
)
|
|
$
|
(28.5
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 15, "Employee Retirement Plans and Postretirement Benefits"
for additional details.
|
(2)
|
Upon completion of the Acquisition on October 11, 2016, we recorded a loss within special items, net upon reclassification of our accumulated other comprehensive loss related to our historical
42%
interest in MillerCoors. See
Note 4, "Acquisition and Investments"
for further details.
|
|
For the years ended
|
||||||||||||||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Components of net periodic pension and OPEB cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost—benefits earned during the year
|
$
|
7.6
|
|
|
$
|
4.1
|
|
|
$
|
11.7
|
|
|
$
|
9.5
|
|
|
$
|
1.8
|
|
|
$
|
11.3
|
|
|
$
|
13.1
|
|
|
$
|
3.0
|
|
|
$
|
16.1
|
|
Interest cost on projected benefit obligation
|
146.4
|
|
|
10.9
|
|
|
157.3
|
|
|
137.5
|
|
|
6.0
|
|
|
143.5
|
|
|
167.6
|
|
|
7.1
|
|
|
174.7
|
|
|||||||||
Expected return on plan assets
|
(183.4
|
)
|
|
—
|
|
|
(183.4
|
)
|
|
(175.8
|
)
|
|
—
|
|
|
(175.8
|
)
|
|
(195.6
|
)
|
|
—
|
|
|
(195.6
|
)
|
|||||||||
Amortization of prior service cost (benefit)
|
0.7
|
|
|
(0.1
|
)
|
|
0.6
|
|
|
0.6
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
0.6
|
|
|
(3.0
|
)
|
|
(2.4
|
)
|
|||||||||
Amortization of net actuarial loss (gain)
|
30.2
|
|
|
—
|
|
|
30.2
|
|
|
46.9
|
|
|
(0.3
|
)
|
|
46.6
|
|
|
36.3
|
|
|
(0.9
|
)
|
|
35.4
|
|
|||||||||
Curtailment and settlement loss
|
9.0
|
|
|
—
|
|
|
9.0
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Less: expected participant contributions
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||||||
Net periodic pension and OPEB cost
|
$
|
10.0
|
|
|
$
|
14.9
|
|
|
$
|
24.9
|
|
|
$
|
15.3
|
|
|
$
|
7.2
|
|
|
$
|
22.5
|
|
|
$
|
21.0
|
|
|
$
|
6.2
|
|
|
$
|
27.2
|
|
|
For the year ended December 31, 2016
|
|
For the year ended December 31, 2015
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year benefit obligation
|
$
|
3,500.0
|
|
|
$
|
136.1
|
|
|
$
|
3,636.1
|
|
|
$
|
3,979.3
|
|
|
$
|
162.2
|
|
|
$
|
4,141.5
|
|
Pension and postretirement benefit obligations assumed in Acquisition
|
3,045.8
|
|
|
734.4
|
|
|
3,780.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Service cost, net of expected employee contributions
|
7.1
|
|
|
4.1
|
|
|
11.2
|
|
|
8.9
|
|
|
1.8
|
|
|
10.7
|
|
||||||
Interest cost
|
146.4
|
|
|
10.9
|
|
|
157.3
|
|
|
137.5
|
|
|
6.0
|
|
|
143.5
|
|
||||||
Actual employee contributions
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Actuarial loss (gain)
|
139.2
|
|
|
(38.7
|
)
|
|
100.5
|
|
|
(76.5
|
)
|
|
(2.7
|
)
|
|
(79.2
|
)
|
||||||
Amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||||
Benefits paid
|
(220.1
|
)
|
|
(15.5
|
)
|
|
(235.6
|
)
|
|
(194.5
|
)
|
|
(6.1
|
)
|
|
(200.6
|
)
|
||||||
Curtailment/settlement loss
|
(67.8
|
)
|
|
—
|
|
|
(67.8
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Foreign currency exchange rate change
|
(373.6
|
)
|
|
3.7
|
|
|
(369.9
|
)
|
|
(355.5
|
)
|
|
(25.1
|
)
|
|
(380.6
|
)
|
||||||
Benefit obligation at end of year
|
$
|
6,177.5
|
|
|
$
|
835.0
|
|
|
$
|
7,012.5
|
|
|
$
|
3,500.0
|
|
|
$
|
136.1
|
|
|
$
|
3,636.1
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year fair value of assets
|
$
|
3,523.2
|
|
|
$
|
—
|
|
|
$
|
3,523.2
|
|
|
$
|
3,667.6
|
|
|
$
|
—
|
|
|
$
|
3,667.6
|
|
Plan assets assumed in Acquisition
|
2,723.6
|
|
|
—
|
|
|
2,723.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
366.2
|
|
|
—
|
|
|
366.2
|
|
|
142.9
|
|
|
—
|
|
|
142.9
|
|
||||||
Employer contributions
|
12.1
|
|
|
15.5
|
|
|
27.6
|
|
|
256.1
|
|
|
6.1
|
|
|
262.2
|
|
||||||
Actual employee contributions
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Settlement loss
|
(67.8
|
)
|
|
—
|
|
|
(67.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits and plan expenses paid
|
(227.6
|
)
|
|
(15.5
|
)
|
|
(243.1
|
)
|
|
(195.6
|
)
|
|
(6.1
|
)
|
|
(201.7
|
)
|
||||||
Foreign currency exchange rate change
|
(384.7
|
)
|
|
—
|
|
|
(384.7
|
)
|
|
(348.3
|
)
|
|
—
|
|
|
(348.3
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
5,945.5
|
|
|
$
|
—
|
|
|
$
|
5,945.5
|
|
|
$
|
3,523.2
|
|
|
$
|
—
|
|
|
$
|
3,523.2
|
|
Funded status:
|
$
|
(232.0
|
)
|
|
$
|
(835.0
|
)
|
|
$
|
(1,067.0
|
)
|
|
$
|
23.2
|
|
|
$
|
(136.1
|
)
|
|
$
|
(112.9
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other non-current assets
|
$
|
184.6
|
|
|
$
|
—
|
|
|
$
|
184.6
|
|
|
$
|
97.2
|
|
|
$
|
—
|
|
|
$
|
97.2
|
|
Accounts payable and other current liabilities
|
(4.2
|
)
|
|
(51.4
|
)
|
|
(55.6
|
)
|
|
(1.6
|
)
|
|
(6.6
|
)
|
|
(8.2
|
)
|
||||||
Pension and postretirement benefits
|
(412.4
|
)
|
|
(783.6
|
)
|
|
(1,196.0
|
)
|
|
(72.4
|
)
|
|
(129.5
|
)
|
|
(201.9
|
)
|
||||||
Net amounts recognized
|
$
|
(232.0
|
)
|
|
$
|
(835.0
|
)
|
|
$
|
(1,067.0
|
)
|
|
$
|
23.2
|
|
|
$
|
(136.1
|
)
|
|
$
|
(112.9
|
)
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Accumulated benefit obligation
|
$
|
3,406.6
|
|
|
$
|
697.4
|
|
|
$
|
4,104.0
|
|
|
$
|
566.5
|
|
|
$
|
5.8
|
|
|
$
|
572.3
|
|
Projected benefit obligation
|
$
|
3,422.2
|
|
|
$
|
835.0
|
|
|
$
|
4,257.2
|
|
|
$
|
567.3
|
|
|
$
|
136.1
|
|
|
$
|
703.4
|
|
Fair value of plan assets
|
$
|
3,005.6
|
|
|
$
|
—
|
|
|
$
|
3,005.6
|
|
|
$
|
493.3
|
|
|
$
|
—
|
|
|
$
|
493.3
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
770.1
|
|
|
$
|
(47.7
|
)
|
|
$
|
722.4
|
|
|
$
|
839.2
|
|
|
$
|
(10.3
|
)
|
|
$
|
828.9
|
|
Net prior service cost
|
2.4
|
|
|
(0.1
|
)
|
|
2.3
|
|
|
3.5
|
|
|
(0.1
|
)
|
|
3.4
|
|
||||||
Total not yet recognized
|
$
|
772.5
|
|
|
$
|
(47.8
|
)
|
|
$
|
724.7
|
|
|
$
|
842.7
|
|
|
$
|
(10.4
|
)
|
|
$
|
832.3
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Accumulated other comprehensive loss (income) as of December 31, 2014
|
$
|
927.0
|
|
|
$
|
(7.5
|
)
|
|
$
|
919.5
|
|
Amortization of prior service (costs) benefit
|
(0.6
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
|||
Amortization of net actuarial (loss) gain
|
(46.9
|
)
|
|
0.3
|
|
|
(46.6
|
)
|
|||
Current year actuarial loss (gain)
|
(39.3
|
)
|
|
(2.7
|
)
|
|
(42.0
|
)
|
|||
Foreign currency exchange rate change
|
2.5
|
|
|
(0.8
|
)
|
|
1.7
|
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2015
|
$
|
842.7
|
|
|
$
|
(10.4
|
)
|
|
$
|
832.3
|
|
Amortization of prior service (costs) benefit
|
(0.7
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|||
Amortization of net actuarial (loss) gain
|
(30.2
|
)
|
|
—
|
|
|
(30.2
|
)
|
|||
Settlement loss
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
|||
Current year actuarial loss (gain)
|
(36.5
|
)
|
|
(38.6
|
)
|
|
(75.1
|
)
|
|||
Foreign currency exchange rate change
|
6.2
|
|
|
1.1
|
|
|
7.3
|
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2016
|
$
|
772.5
|
|
|
$
|
(47.8
|
)
|
|
$
|
724.7
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Amortization of net prior service cost (gain)
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Amortization of actuarial net loss (gain)
|
$
|
30.1
|
|
|
$
|
—
|
|
|
$
|
30.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
Settlement discount rate
|
3.72%
|
|
3.59%
|
|
3.70%
|
|
4.15%
|
|
4.57%
|
|
4.79%
|
Rate of compensation increase
|
2.00%
|
|
N/A
|
|
2.50%
|
|
N/A
|
|
2.50%
|
|
N/A
|
Expected return on plan assets
(1)
|
5.15%
|
|
N/A
|
|
5.46%
|
|
N/A
|
|
6.16%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 7.7% in 2016 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.7% in 2015 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.7% in 2014 to 4.5% in 2028
|
(1)
|
We develop our long-term expected return on assets ("EROA") assumptions annually with input from independent investment specialists including our actuaries, investment consultants, plan trustee and other specialists. Each EROA assumption is based on historical data, including historical returns, historical market rates and is calculated for each plan's individual asset class. The calculation includes inputs for interest, inflation, credit, and risk premium (active investment management) rates and fees paid to service providers. We consider our EROA to be a significant management estimate. Any material changes in the inputs to our methodology used in calculating our EROA could have a significant impact on our reported defined benefit pension plans' expense.
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
Settlement discount rate
|
3.36%
|
|
3.76%
|
|
3.82%
|
|
4.05%
|
Rate of compensation increase
|
2.00%
|
|
N/A
|
|
2.00%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 7.0% in 2016 to 4.5% in 2037
|
|
N/A
|
|
Ranging ratably from 7.7% in 2016 to 4.5% in 2028
|
|
1% point
increase
(unfavorable)
|
|
1% point
decrease
favorable
|
||||
|
(In millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
(1.7
|
)
|
|
$
|
1.5
|
|
Effect on postretirement benefit obligations
|
$
|
(58.2
|
)
|
|
$
|
51.0
|
|
(1)
|
optimize the long-term return on plan assets at an acceptable level of risk and manage projected future cash contributions;
|
(2)
|
maintain a broad diversification across asset classes and among investment managers;
|
(3)
|
manage the risk level of the plans' assets in relation to the plans' liabilities
|
|
Target
allocations
|
|
Actual
allocations
|
Equities
|
23.7%
|
|
24.4%
|
Fixed income
|
65.9%
|
|
62.7%
|
Hedge funds
|
1.8%
|
|
1.8%
|
Real estate
|
2.2%
|
|
2.2%
|
Other
|
6.4%
|
|
8.9%
|
•
|
Cash and short-term instruments—Includes cash, trades awaiting settlement, bank deposits, short-term bills and short-term notes. Our "trades awaiting settlement" category includes payables and receivables associated with asset purchases and sales that are awaiting final cash settlement as of year end due to the use of trade date accounting for our pension plans assets. These payables normally settle within a few business days of the purchase or sale of the respective asset. The respective assets are included in or removed from our year end plan assets and categorized in their respective asset categories in the fair value hierarchy below. We include these items in Level 1 of this hierarchy, as the values are derived from quoted prices in active markets. Short-term instruments are included in Level 2 of the fair value hierarchy as these are highly liquid instruments that are valued using observable inputs, but their asset values are not publicly quoted.
|
•
|
Debt securities—Includes various government and corporate fixed income securities, interest and inflation-linked assets such as bonds and swaps, collateralized securities, and other debt securities. The majority of the plans' fixed income assets trade on "over the counter" exchanges, which provides observable inputs that are the primary data used to determine each individual investment's fair value. We also use independent pricing vendors, as well as matrix pricing techniques. Matrix pricing uses observable data from other similar investments as the primary input to determine the individual security's fair value. Government and corporate fixed income securities are generally classified as Level 2 in the fair value hierarchy as they are valued using observable inputs. Assets included in our collateralized securities include mortgage backed securities and collateralized mortgage obligations, which are considered Level 3 due to the use of the significant unobservable inputs used in deriving these assets' fair values.
|
•
|
Equities—Includes publicly traded common and other equity-like holdings, primarily publicly traded common stock and real estate investment trusts. Equity assets are well diversified between international and domestic investments. We consider equities quoted on public exchanges as Level 1 while other assets that are not quoted on public exchanges but valued using significant observable inputs as Level 2 depending on the individual asset's characteristics.
|
•
|
NAV per share practical expedient—Includes our debt funds, equity funds, hedge fund of funds, real estate fund holdings and private equity funds. The market values for these funds are based on the net asset values multiplied by the number of shares owned.
|
•
|
Other—Includes derivatives, repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan, venture capital, and private equity. Derivatives are priced using observable inputs including yields, interest rate curves and spreads. Exchange traded derivatives are typically priced using the last trade price. Repurchase agreements are agreements where our plan has created an asset exposure using borrowed assets, creating a repurchase agreement liability, to facilitate the trade. The assets associated with the repurchase agreement are included in the other category in the fair value hierarchy, and the repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets. When determining the presentation of our target and asset allocations for repurchase agreements, we are viewing the asset type, as opposed to the investment vehicle, and accordingly include the associated assets within fixed income, specifically interest and inflation linked assets. We include
|
|
|
|
Fair value measurements as of December 31, 2016
|
||||||||||||
|
Total at
December 31, 2016 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
237.0
|
|
|
$
|
237.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
7.0
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
76.9
|
|
|
—
|
|
|
76.9
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
2,242.8
|
|
|
—
|
|
|
2,242.8
|
|
|
—
|
|
||||
Corporate debt securities
|
997.9
|
|
|
—
|
|
|
997.8
|
|
|
0.1
|
|
||||
Interest and inflation linked assets
|
1,011.7
|
|
|
—
|
|
|
963.3
|
|
|
48.4
|
|
||||
Collateralized debt securities
|
21.2
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
697.2
|
|
|
695.5
|
|
|
1.7
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Repurchase agreements
|
(1,693.1
|
)
|
|
(1,693.1
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Private Equity
|
267.4
|
|
|
—
|
|
|
—
|
|
|
267.4
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
3,866.8
|
|
|
$
|
(753.1
|
)
|
|
$
|
4,282.5
|
|
|
$
|
337.4
|
|
|
Total at
December 31, 2016 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
3,866.8
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
1,166.2
|
|
|
Equity funds
|
778.3
|
|
|
Real estate funds
|
45.3
|
|
|
Hedge funds of funds
|
3.4
|
|
|
Private equity funds
|
85.5
|
|
|
Total fair value of plan assets
|
$
|
5,945.5
|
|
|
|
|
Fair value measurements as of December 31, 2015
|
||||||||||||
|
Total at
December 31, 2015 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
109.9
|
|
|
$
|
109.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
(20.5
|
)
|
|
(20.5
|
)
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
1,578.7
|
|
|
—
|
|
|
1,578.7
|
|
|
—
|
|
||||
Corporate debt securities
|
317.7
|
|
|
—
|
|
|
317.7
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
1,047.0
|
|
|
—
|
|
|
1,010.1
|
|
|
36.9
|
|
||||
Collateralized debt securities
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
674.2
|
|
|
674.2
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Repurchase agreements
|
(1,652.0
|
)
|
|
(1,652.0
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Private equity
|
206.7
|
|
|
—
|
|
|
—
|
|
|
206.7
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
2,279.9
|
|
|
$
|
(887.7
|
)
|
|
$
|
2,920.4
|
|
|
$
|
247.2
|
|
|
Total at
December 31, 2015 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
2,279.9
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
630.7
|
|
|
Equity funds
|
350.6
|
|
|
Real estate funds
|
57.9
|
|
|
Hedge funds of funds
|
130.5
|
|
|
Private equity
|
73.6
|
|
|
Total fair value of plan assets
|
$
|
3,523.2
|
|
|
Amount
|
||
|
(In millions)
|
||
Balance at December 31, 2014
|
$
|
119.9
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
—
|
|
|
Unrealized gain (loss) included in AOCI
|
(2.4
|
)
|
|
Purchases, issuances, settlements
|
141.2
|
|
|
Transfers in/(out) of Level 3
|
—
|
|
|
Foreign exchange translation (loss)/gain
|
(11.5
|
)
|
|
Balance at December 31, 2015
|
$
|
247.2
|
|
Balance assumed in Acquisition
|
45.8
|
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
0.2
|
|
|
Unrealized gain (loss) included in AOCI
|
22.3
|
|
|
Purchases, issuances, settlements
|
51.7
|
|
|
Transfers in/(out) of Level 3
|
16.6
|
|
|
Foreign exchange translation (loss)/gain
|
(46.4
|
)
|
|
Balance at December 31, 2016
|
$
|
337.4
|
|
Expected benefit payments
|
|
Pension
|
|
OPEB
|
||||
|
|
(In millions)
|
||||||
2017
|
|
$
|
361.5
|
|
|
$
|
51.4
|
|
2018
|
|
$
|
346.9
|
|
|
$
|
52.0
|
|
2019
|
|
$
|
348.7
|
|
|
$
|
52.7
|
|
2020
|
|
$
|
350.5
|
|
|
$
|
53.2
|
|
2021
|
|
$
|
350.9
|
|
|
$
|
53.2
|
|
2022-2026
|
|
$
|
1,801.6
|
|
|
$
|
263.9
|
|
|
|
|
Fair Value Measurements at
December 31, 2016 |
||||||||||||
|
Total at
December 31, 2016
|
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign currency forwards
|
$
|
14.4
|
|
|
$
|
—
|
|
|
$
|
14.4
|
|
|
$
|
—
|
|
Commodity swaps
|
(18.1
|
)
|
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
||||
Total
|
$
|
(3.7
|
)
|
|
$
|
—
|
|
|
$
|
(3.7
|
)
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2015 |
||||||||||||
|
Total at
December 31, 2015
|
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign currency forwards
|
$
|
44.1
|
|
|
$
|
—
|
|
|
$
|
44.1
|
|
|
$
|
—
|
|
Commodity swaps
|
(21.4
|
)
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
||||
Total
|
$
|
22.7
|
|
|
$
|
—
|
|
|
$
|
22.7
|
|
|
$
|
—
|
|
(1)
|
Notional includes offsetting buy and sell positions, shown in terms of absolute value. Buy and sell positions are shown gross in the asset and/or liability position, as appropriate.
|
For the year ended December 31, 2016
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(3.8
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(23.7
|
)
|
|
Other income (expense), net
|
|
(7.2
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
14.4
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(23.7
|
)
|
|
|
|
$
|
3.4
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 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
|
|
$
|
43.7
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
43.7
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
(19.3
|
)
|
|
Interest expense, net
|
|
$
|
(2.0
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
26.3
|
|
|
Other income (expense), net
|
|
(11.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
21.0
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
7.0
|
|
|
|
|
$
|
7.1
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
||||||||||||||||
Derivatives in net investment hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Cross currency swaps
|
|
$
|
16.0
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
16.0
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
||||||
Derivatives in fair value hedge relationship
|
|
Amount of gain (loss) recognized in income on derivative
|
|
Location of gain (loss) recognized in income
|
||
Interest rate swaps
|
|
$
|
8.0
|
|
|
Interest expense, net
|
Total
|
|
$
|
8.0
|
|
|
|
For the year ended December 31, 2014
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
(13.3
|
)
|
|
Interest expense, net
|
|
$
|
(1.5
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
10.1
|
|
|
Other income (expense), net
|
|
(5.5
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
2.8
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Commodity swaps
|
|
0.5
|
|
|
Cost of goods sold
|
|
0.4
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(2.7
|
)
|
|
|
|
$
|
(3.8
|
)
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2014
|
||||||||||||||||
Derivatives in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in OCI on derivative (effective portion) |
|
Location of gain
(loss) reclassified from AOCI into income (effective portion) |
|
Amount of gain
(loss) recognized from AOCI on derivative (effective portion) |
|
Location of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
|
Amount of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||
Cross currency swaps
|
|
$
|
6.5
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
6.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2014
|
|||||
Derivatives in fair value hedge relationship
|
Amount of gain (loss) recognized in income on derivative
|
|
Location of gain (loss) recognized in income
|
||
Interest rate swaps
|
$
|
10.8
|
|
|
Interest expense, net
|
Total
|
$
|
10.8
|
|
|
|
For the year ended December 31, 2016
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
13.0
|
|
Commodity options
|
|
Cost of goods sold
|
|
(0.7
|
)
|
|
Foreign currency swaps
|
|
Other income (expense), net
|
|
(4.3
|
)
|
|
Swaption
|
|
Interest Expense
|
|
(36.4
|
)
|
|
Total
|
|
|
|
$
|
(28.4
|
)
|
For the year ended December 31, 2015
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(19.9
|
)
|
Foreign currency swaps
|
|
Other income (expense), net
|
|
0.1
|
|
|
|
|
|
|
$
|
(19.8
|
)
|
For the year ended December 31, 2014
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(8.1
|
)
|
Total
|
|
|
|
$
|
(8.1
|
)
|
|
As of
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Accounts payable and accrued trade payables
|
$
|
1,297.6
|
|
|
$
|
559.6
|
|
Accrued compensation
|
271.0
|
|
|
82.3
|
|
||
Accrued excise and other non-income related taxes
|
317.3
|
|
|
201.6
|
|
||
Accrued interest
|
119.6
|
|
|
21.3
|
|
||
Accrued selling and marketing costs
|
124.0
|
|
|
100.3
|
|
||
Container liability
|
138.2
|
|
|
70.2
|
|
||
Other
(1)
|
200.0
|
|
|
149.1
|
|
||
Accounts payable and other current liabilities
|
$
|
2,467.7
|
|
|
$
|
1,184.4
|
|
(1)
|
Includes current liabilities related to derivatives, income taxes, pensions and other postretirement benefits and other accrued expenses.
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
482.5
|
|
2018
|
|
319.7
|
|
|
2019
|
|
300.1
|
|
|
2020
|
|
272.5
|
|
|
2021
|
|
243.5
|
|
|
Thereafter
|
|
417.5
|
|
|
Total
|
|
$
|
2,035.8
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
211.9
|
|
2018
|
|
186.9
|
|
|
2019
|
|
125.1
|
|
|
2020
|
|
72.3
|
|
|
2021
|
|
43.2
|
|
|
Thereafter
|
|
148.1
|
|
|
Total
|
|
$
|
787.5
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
57.0
|
|
2018
|
|
46.6
|
|
|
2019
|
|
32.4
|
|
|
2020
|
|
28.0
|
|
|
2021
|
|
20.2
|
|
|
Thereafter
|
|
39.2
|
|
|
Total
|
|
$
|
223.4
|
|
|
Total indemnity
reserves
|
||
|
(In millions)
|
||
Balance at December 31, 2013
|
$
|
24.1
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(2.5
|
)
|
|
Balance at December 31, 2014
|
$
|
21.6
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(7.2
|
)
|
|
Balance at December 31, 2015
|
$
|
14.4
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
3.2
|
|
|
Balance at December 31, 2016
|
$
|
17.6
|
|
|
For the years ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||
Adjustments to Kaiser indemnity liabilities due to foreign exchange gains and losses
|
$
|
(2.8
|
)
|
|
$
|
3.9
|
|
|
$
|
0.5
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
(2.8
|
)
|
|
$
|
3.9
|
|
|
$
|
0.5
|
|
•
|
trust management costs are included in projections with regard to the
$120 million
threshold, but are expensed only as incurred;
|
•
|
income taxes, which we believe are not an included cost, are excluded from projections with regard to the
$120 million
threshold;
|
•
|
a
2.5%
inflation rate for future costs; and
|
•
|
certain operations and maintenance costs were discounted using a
2.76%
risk-free rate of return.
|
|
Parent
Guarantor and Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
26.5
|
|
|
$
|
3,742.8
|
|
|
$
|
3,044.3
|
|
|
$
|
(216.2
|
)
|
|
$
|
6,597.4
|
|
Excise taxes
|
—
|
|
|
(661.4
|
)
|
|
(1,051.0
|
)
|
|
—
|
|
|
(1,712.4
|
)
|
|||||
Net sales
|
26.5
|
|
|
3,081.4
|
|
|
1,993.3
|
|
|
(216.2
|
)
|
|
4,885.0
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,836.2
|
)
|
|
(1,352.5
|
)
|
|
185.6
|
|
|
(3,003.1
|
)
|
|||||
Gross profit
|
26.5
|
|
|
1,245.2
|
|
|
640.8
|
|
|
(30.6
|
)
|
|
1,881.9
|
|
|||||
Marketing, general and administrative expenses
|
(249.6
|
)
|
|
(805.2
|
)
|
|
(573.1
|
)
|
|
30.6
|
|
|
(1,597.3
|
)
|
|||||
Special items, net
|
(1.0
|
)
|
|
2,556.3
|
|
|
(31.4
|
)
|
|
—
|
|
|
2,523.9
|
|
|||||
Equity income (loss) in subsidiaries
|
2,251.7
|
|
|
(21.8
|
)
|
|
(129.0
|
)
|
|
(2,100.9
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
500.9
|
|
|
—
|
|
|
—
|
|
|
500.9
|
|
|||||
Operating income (loss)
|
2,027.6
|
|
|
3,475.4
|
|
|
(92.7
|
)
|
|
(2,100.9
|
)
|
|
3,309.4
|
|
|||||
Interest income (expense), net
|
(202.1
|
)
|
|
268.9
|
|
|
(311.2
|
)
|
|
—
|
|
|
(244.4
|
)
|
|||||
Other income (expense), net
|
(62.0
|
)
|
|
(60.9
|
)
|
|
93.2
|
|
|
—
|
|
|
(29.7
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
1,763.5
|
|
|
3,683.4
|
|
|
(310.7
|
)
|
|
(2,100.9
|
)
|
|
3,035.3
|
|
|||||
Income tax benefit (expense)
|
212.4
|
|
|
(1,108.0
|
)
|
|
(155.1
|
)
|
|
—
|
|
|
(1,050.7
|
)
|
|||||
Net income (loss) from continuing operations
|
1,975.9
|
|
|
2,575.4
|
|
|
(465.8
|
)
|
|
(2,100.9
|
)
|
|
1,984.6
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Net income (loss) including noncontrolling interests
|
1,975.9
|
|
|
2,575.4
|
|
|
(468.6
|
)
|
|
(2,100.9
|
)
|
|
1,981.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
1,975.9
|
|
|
$
|
2,575.4
|
|
|
$
|
(474.5
|
)
|
|
$
|
(2,100.9
|
)
|
|
$
|
1,975.9
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
2,125.3
|
|
|
$
|
2,688.3
|
|
|
$
|
(705.9
|
)
|
|
$
|
(1,982.4
|
)
|
|
$
|
2,125.3
|
|
|
Parent
Guarantor and Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
28.2
|
|
|
$
|
2,070.4
|
|
|
$
|
3,141.3
|
|
|
$
|
(112.5
|
)
|
|
$
|
5,127.4
|
|
Excise taxes
|
—
|
|
|
(473.9
|
)
|
|
(1,086.0
|
)
|
|
—
|
|
|
(1,559.9
|
)
|
|||||
Net sales
|
28.2
|
|
|
1,596.5
|
|
|
2,055.3
|
|
|
(112.5
|
)
|
|
3,567.5
|
|
|||||
Cost of goods sold
|
—
|
|
|
(902.9
|
)
|
|
(1,340.8
|
)
|
|
80.2
|
|
|
(2,163.5
|
)
|
|||||
Gross profit
|
28.2
|
|
|
693.6
|
|
|
714.5
|
|
|
(32.3
|
)
|
|
1,404.0
|
|
|||||
Marketing, general and administrative expenses
|
(131.0
|
)
|
|
(371.9
|
)
|
|
(581.2
|
)
|
|
32.3
|
|
|
(1,051.8
|
)
|
|||||
Special items, net
|
—
|
|
|
(27.2
|
)
|
|
(319.5
|
)
|
|
—
|
|
|
(346.7
|
)
|
|||||
Equity income (loss) in subsidiaries
|
432.8
|
|
|
(476.1
|
)
|
|
253.5
|
|
|
(210.2
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
516.3
|
|
|
—
|
|
|
—
|
|
|
516.3
|
|
|||||
Operating income (loss)
|
330.0
|
|
|
334.7
|
|
|
67.3
|
|
|
(210.2
|
)
|
|
521.8
|
|
|||||
Interest income (expense), net
|
(67.5
|
)
|
|
290.1
|
|
|
(334.6
|
)
|
|
—
|
|
|
(112.0
|
)
|
|||||
Other income (expense), net
|
(7.4
|
)
|
|
6.3
|
|
|
2.0
|
|
|
—
|
|
|
0.9
|
|
|||||
Income (loss) from continuing operations before income taxes
|
255.1
|
|
|
631.1
|
|
|
(265.3
|
)
|
|
(210.2
|
)
|
|
410.7
|
|
|||||
Income tax benefit (expense)
|
104.4
|
|
|
(214.5
|
)
|
|
58.3
|
|
|
—
|
|
|
(51.8
|
)
|
|||||
Net income (loss) from continuing operations
|
359.5
|
|
|
416.6
|
|
|
(207.0
|
)
|
|
(210.2
|
)
|
|
358.9
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Net income (loss) including noncontrolling interests
|
359.5
|
|
|
416.6
|
|
|
(203.1
|
)
|
|
(210.2
|
)
|
|
362.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
359.5
|
|
|
$
|
416.6
|
|
|
$
|
(206.4
|
)
|
|
$
|
(210.2
|
)
|
|
$
|
359.5
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(437.0
|
)
|
|
$
|
(320.8
|
)
|
|
$
|
(380.5
|
)
|
|
$
|
701.3
|
|
|
$
|
(437.0
|
)
|
|
Parent
Guarantor and Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
16.8
|
|
|
$
|
2,437.3
|
|
|
$
|
3,585.5
|
|
|
$
|
(112.1
|
)
|
|
$
|
5,927.5
|
|
Excise taxes
|
—
|
|
|
(558.0
|
)
|
|
(1,223.2
|
)
|
|
—
|
|
|
(1,781.2
|
)
|
|||||
Net sales
|
16.8
|
|
|
1,879.3
|
|
|
2,362.3
|
|
|
(112.1
|
)
|
|
4,146.3
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,044.7
|
)
|
|
(1,540.4
|
)
|
|
91.8
|
|
|
(2,493.3
|
)
|
|||||
Gross profit
|
16.8
|
|
|
834.6
|
|
|
821.9
|
|
|
(20.3
|
)
|
|
1,653.0
|
|
|||||
Marketing, general and administrative expenses
|
(123.8
|
)
|
|
(426.4
|
)
|
|
(634.0
|
)
|
|
20.3
|
|
|
(1,163.9
|
)
|
|||||
Special items, net
|
(0.3
|
)
|
|
(21.4
|
)
|
|
(302.7
|
)
|
|
—
|
|
|
(324.4
|
)
|
|||||
Equity income (loss) in subsidiaries
|
602.3
|
|
|
(426.5
|
)
|
|
422.2
|
|
|
(598.0
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
561.8
|
|
|
—
|
|
|
—
|
|
|
561.8
|
|
|||||
Operating income (loss)
|
495.0
|
|
|
522.1
|
|
|
307.4
|
|
|
(598.0
|
)
|
|
726.5
|
|
|||||
Interest income (expense), net
|
(78.9
|
)
|
|
240.3
|
|
|
(295.1
|
)
|
|
—
|
|
|
(133.7
|
)
|
|||||
Other income (expense), net
|
(2.1
|
)
|
|
(1.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
414.0
|
|
|
761.2
|
|
|
9.1
|
|
|
(598.0
|
)
|
|
586.3
|
|
|||||
Income tax benefit (expense)
|
100.0
|
|
|
(158.9
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
(69.0
|
)
|
|||||
Net income (loss) from continuing operations
|
514.0
|
|
|
602.3
|
|
|
(1.0
|
)
|
|
(598.0
|
)
|
|
517.3
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Net income (loss) including noncontrolling interests
|
514.0
|
|
|
602.3
|
|
|
(0.5
|
)
|
|
(598.0
|
)
|
|
517.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
514.0
|
|
|
$
|
602.3
|
|
|
$
|
(4.3
|
)
|
|
$
|
(598.0
|
)
|
|
$
|
514.0
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(539.3
|
)
|
|
$
|
(301.9
|
)
|
|
$
|
(591.0
|
)
|
|
$
|
892.9
|
|
|
$
|
(539.3
|
)
|
|
Parent
Guarantor and Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
147.3
|
|
|
$
|
141.5
|
|
|
$
|
272.1
|
|
|
$
|
—
|
|
|
$
|
560.9
|
|
Accounts receivable, net
|
—
|
|
|
374.8
|
|
|
294.7
|
|
|
—
|
|
|
669.5
|
|
|||||
Other receivables, net
|
43.6
|
|
|
53.8
|
|
|
38.4
|
|
|
—
|
|
|
135.8
|
|
|||||
Total inventories
|
—
|
|
|
466.6
|
|
|
126.1
|
|
|
—
|
|
|
592.7
|
|
|||||
Other current assets, net
|
1.3
|
|
|
139.3
|
|
|
70.1
|
|
|
—
|
|
|
210.7
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
1,098.5
|
|
|
36.0
|
|
|
(1,134.5
|
)
|
|
—
|
|
|||||
Total current assets
|
192.2
|
|
|
2,274.5
|
|
|
837.4
|
|
|
(1,134.5
|
)
|
|
2,169.6
|
|
|||||
Properties, net
|
27.5
|
|
|
3,459.9
|
|
|
1,020.0
|
|
|
—
|
|
|
4,507.4
|
|
|||||
Goodwill
|
—
|
|
|
6,647.5
|
|
|
1,602.6
|
|
|
—
|
|
|
8,250.1
|
|
|||||
Other intangibles, net
|
—
|
|
|
12,180.4
|
|
|
1,851.5
|
|
|
—
|
|
|
14,031.9
|
|
|||||
Net investment in and advances to subsidiaries
|
22,506.3
|
|
|
3,475.4
|
|
|
4,400.9
|
|
|
(30,382.6
|
)
|
|
—
|
|
|||||
Other assets, net
|
80.2
|
|
|
161.7
|
|
|
173.4
|
|
|
(32.8
|
)
|
|
382.5
|
|
|||||
Total assets
|
$
|
22,806.2
|
|
|
$
|
28,199.4
|
|
|
$
|
9,885.8
|
|
|
$
|
(31,549.9
|
)
|
|
$
|
29,341.5
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
203.6
|
|
|
$
|
1,493.5
|
|
|
$
|
770.6
|
|
|
$
|
—
|
|
|
$
|
2,467.7
|
|
Current portion of long-term debt and short-term borrowings
|
299.9
|
|
|
371.7
|
|
|
13.2
|
|
|
—
|
|
|
684.8
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|||||
Intercompany accounts payable
|
893.5
|
|
|
101.8
|
|
|
139.2
|
|
|
(1,134.5
|
)
|
|
—
|
|
|||||
Total current liabilities
|
1,397.0
|
|
|
1,967.0
|
|
|
928.0
|
|
|
(1,134.5
|
)
|
|
3,157.5
|
|
|||||
Long-term debt
|
9,979.4
|
|
|
1,408.2
|
|
|
0.1
|
|
|
—
|
|
|
11,387.7
|
|
|||||
Pension and postretirement benefits
|
2.6
|
|
|
1,181.2
|
|
|
12.2
|
|
|
—
|
|
|
1,196.0
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
972.0
|
|
|
759.8
|
|
|
(32.8
|
)
|
|
1,699.0
|
|
|||||
Other liabilities
|
9.6
|
|
|
229.2
|
|
|
28.2
|
|
|
—
|
|
|
267.0
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,360.3
|
|
|
5,868.4
|
|
|
(7,228.7
|
)
|
|
—
|
|
|||||
Total liabilities
|
11,388.6
|
|
|
7,117.9
|
|
|
7,609.3
|
|
|
(8,396.0
|
)
|
|
17,719.8
|
|
|||||
MCBC stockholders' equity
|
11,418.7
|
|
|
26,948.9
|
|
|
3,433.7
|
|
|
(30,382.6
|
)
|
|
11,418.7
|
|
|||||
Intercompany notes receivable
|
(1.1
|
)
|
|
(5,867.4
|
)
|
|
(1,360.2
|
)
|
|
7,228.7
|
|
|
—
|
|
|||||
Total stockholders' equity
|
11,417.6
|
|
|
21,081.5
|
|
|
2,073.5
|
|
|
(23,153.9
|
)
|
|
11,418.7
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
203.0
|
|
|
—
|
|
|
203.0
|
|
|||||
Total equity
|
11,417.6
|
|
|
21,081.5
|
|
|
2,276.5
|
|
|
(23,153.9
|
)
|
|
11,621.7
|
|
|||||
Total liabilities and equity
|
$
|
22,806.2
|
|
|
$
|
28,199.4
|
|
|
$
|
9,885.8
|
|
|
$
|
(31,549.9
|
)
|
|
$
|
29,341.5
|
|
|
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
|
$
|
666.6
|
|
|
$
|
579.4
|
|
|
$
|
245.3
|
|
|
$
|
(364.4
|
)
|
|
$
|
1,126.9
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(14.3
|
)
|
|
(164.1
|
)
|
|
(163.4
|
)
|
|
—
|
|
|
(341.8
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
159.0
|
|
|
15.5
|
|
|
—
|
|
|
174.5
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(11,972.6
|
)
|
|
11.6
|
|
|
—
|
|
|
(11,961.0
|
)
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,253.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,253.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,086.9
|
|
|
—
|
|
|
—
|
|
|
1,086.9
|
|
|||||
Other
|
—
|
|
|
1.9
|
|
|
6.6
|
|
|
—
|
|
|
8.5
|
|
|||||
Net intercompany investing activity
|
(11,260.0
|
)
|
|
(1,429.1
|
)
|
|
(1,425.7
|
)
|
|
14,114.8
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(11,274.3
|
)
|
|
(13,571.7
|
)
|
|
(1,555.4
|
)
|
|
14,114.8
|
|
|
(12,286.6
|
)
|
|||||
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
|
11.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|||||
Dividends paid
|
(322.2
|
)
|
|
(355.7
|
)
|
|
(39.4
|
)
|
|
364.4
|
|
|
(352.9
|
)
|
|||||
Payments on debt and borrowings
|
(200.0
|
)
|
|
(0.2
|
)
|
|
(23.7
|
)
|
|
—
|
|
|
(223.9
|
)
|
|||||
Proceeds on debt and borrowings
|
8,667.6
|
|
|
768.8
|
|
|
24.2
|
|
|
—
|
|
|
9,460.6
|
|
|||||
Debt issuance costs
|
(56.2
|
)
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(60.7
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Change in overdraft balances and other
|
(17.4
|
)
|
|
—
|
|
|
(23.5
|
)
|
|
—
|
|
|
(40.9
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
12,624.9
|
|
|
1,489.9
|
|
|
(14,114.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
10,608.6
|
|
|
13,033.3
|
|
|
1,426.4
|
|
|
(13,750.4
|
)
|
|
11,317.9
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
0.9
|
|
|
41.0
|
|
|
116.3
|
|
|
—
|
|
|
158.2
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(5.7
|
)
|
|
(22.5
|
)
|
|
—
|
|
|
(28.2
|
)
|
|||||
Balance at beginning of year
|
146.4
|
|
|
106.2
|
|
|
178.3
|
|
|
—
|
|
|
430.9
|
|
|||||
Balance at end of period
|
$
|
147.3
|
|
|
$
|
141.5
|
|
|
$
|
272.1
|
|
|
$
|
—
|
|
|
$
|
560.9
|
|
|
Parent
Guarantor and Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
598.1
|
|
|
$
|
691.8
|
|
|
$
|
(220.4
|
)
|
|
$
|
(353.6
|
)
|
|
$
|
715.9
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(13.9
|
)
|
|
(70.2
|
)
|
|
(190.9
|
)
|
|
—
|
|
|
(275.0
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
0.7
|
|
|
11.1
|
|
|
—
|
|
|
11.8
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(91.2
|
)
|
|
—
|
|
|
(91.2
|
)
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,442.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,442.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,441.1
|
|
|
—
|
|
|
—
|
|
|
1,441.1
|
|
|||||
Other
|
33.4
|
|
|
(10.7
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
21.3
|
|
|||||
Net intercompany investing activity
|
(56.3
|
)
|
|
(134.2
|
)
|
|
270.7
|
|
|
(80.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(36.8
|
)
|
|
(216.0
|
)
|
|
(1.7
|
)
|
|
(80.2
|
)
|
|
(334.7
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
34.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.6
|
|
|||||
Dividends paid
|
(271.7
|
)
|
|
(306.5
|
)
|
|
(78.8
|
)
|
|
353.6
|
|
|
(303.4
|
)
|
|||||
Payments for purchase of treasury stock
|
(150.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150.1
|
)
|
|||||
Payments on debt and borrowings
|
—
|
|
|
(676.4
|
)
|
|
(25.0
|
)
|
|
—
|
|
|
(701.4
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
679.9
|
|
|
23.4
|
|
|
—
|
|
|
703.3
|
|
|||||
Debt issuance costs
|
(58.3
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(61.8
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Change in overdraft balances and other
|
(10.3
|
)
|
|
(0.5
|
)
|
|
(45.8
|
)
|
|
—
|
|
|
(56.6
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
(214.4
|
)
|
|
134.2
|
|
|
80.2
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(455.8
|
)
|
|
(521.4
|
)
|
|
11.9
|
|
|
433.8
|
|
|
(531.5
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
105.5
|
|
|
(45.6
|
)
|
|
(210.2
|
)
|
|
—
|
|
|
(150.3
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(21.4
|
)
|
|
(22.0
|
)
|
|
—
|
|
|
(43.4
|
)
|
|||||
Balance at beginning of year
|
40.9
|
|
|
173.2
|
|
|
410.5
|
|
|
—
|
|
|
624.6
|
|
|||||
Balance at end of period
|
$
|
146.4
|
|
|
$
|
106.2
|
|
|
$
|
178.3
|
|
|
$
|
—
|
|
|
$
|
430.9
|
|
|
Parent
Guarantor and Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
587.3
|
|
|
$
|
216.5
|
|
|
$
|
604.5
|
|
|
$
|
(120.4
|
)
|
|
$
|
1,287.9
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(11.9
|
)
|
|
(70.8
|
)
|
|
(176.8
|
)
|
|
—
|
|
|
(259.5
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
1.4
|
|
|
7.4
|
|
|
—
|
|
|
8.8
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,388.1
|
)
|
|
—
|
|
|
—
|
|
|
(1,388.1
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,382.5
|
|
|
—
|
|
|
—
|
|
|
1,382.5
|
|
|||||
Other
|
—
|
|
|
10.0
|
|
|
6.9
|
|
|
—
|
|
|
16.9
|
|
|||||
Net intercompany investing activity
|
(37.4
|
)
|
|
279.3
|
|
|
280.4
|
|
|
(522.3
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(49.3
|
)
|
|
214.3
|
|
|
117.9
|
|
|
(522.3
|
)
|
|
(239.4
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
44.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|||||
Dividends paid
|
(242.5
|
)
|
|
(48.1
|
)
|
|
(103.4
|
)
|
|
120.4
|
|
|
(273.6
|
)
|
|||||
Payments on debt and borrowings
|
(1.1
|
)
|
|
(61.7
|
)
|
|
(11.6
|
)
|
|
—
|
|
|
(74.4
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|||||
Debt issuance costs
|
(1.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Payments on settlement of derivative instruments
|
—
|
|
|
(65.2
|
)
|
|
—
|
|
|
—
|
|
|
(65.2
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
(379.6
|
)
|
|
—
|
|
|
(134.3
|
)
|
|
—
|
|
|
(513.9
|
)
|
|||||
Change in overdraft balances and other
|
(7.1
|
)
|
|
—
|
|
|
69.6
|
|
|
—
|
|
|
62.5
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
(241.2
|
)
|
|
(281.1
|
)
|
|
522.3
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(587.7
|
)
|
|
(416.2
|
)
|
|
(456.1
|
)
|
|
642.7
|
|
|
(817.3
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(49.7
|
)
|
|
14.6
|
|
|
266.3
|
|
|
—
|
|
|
231.2
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(18.5
|
)
|
|
(30.4
|
)
|
|
—
|
|
|
(48.9
|
)
|
|||||
Balance at beginning of year
|
90.6
|
|
|
177.1
|
|
|
174.6
|
|
|
—
|
|
|
442.3
|
|
|||||
Balance at end of period
|
$
|
40.9
|
|
|
$
|
173.2
|
|
|
$
|
410.5
|
|
|
$
|
—
|
|
|
$
|
624.6
|
|
2016
|
First
|
|
Second
|
|
Third
|
|
Fourth
(2)
|
|
Full Year
(3)
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Sales
|
$
|
950.8
|
|
|
$
|
1,407.0
|
|
|
$
|
1,337.7
|
|
|
$
|
2,901.9
|
|
|
$
|
6,597.4
|
|
Excise taxes
|
(293.6
|
)
|
|
(420.8
|
)
|
|
(390.1
|
)
|
|
(607.9
|
)
|
|
(1,712.4
|
)
|
|||||
Net sales
|
657.2
|
|
|
986.2
|
|
|
947.6
|
|
|
2,294.0
|
|
|
4,885.0
|
|
|||||
Cost of goods sold
|
(414.0
|
)
|
|
(562.2
|
)
|
|
(541.3
|
)
|
|
(1,485.6
|
)
|
|
(3,003.1
|
)
|
|||||
Gross profit
|
$
|
243.2
|
|
|
$
|
424.0
|
|
|
$
|
406.3
|
|
|
$
|
808.4
|
|
|
$
|
1,881.9
|
|
Amounts attributable to Molson Coors Brewing Company
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
163.2
|
|
|
$
|
174.1
|
|
|
$
|
202.5
|
|
|
$
|
1,438.9
|
|
|
$
|
1,978.7
|
|
Income (loss) from discontinued operations, net of tax
|
(0.5
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(2.8
|
)
|
|||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
162.7
|
|
|
$
|
172.3
|
|
|
$
|
202.5
|
|
|
$
|
1,438.4
|
|
|
$
|
1,975.9
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.80
|
|
|
$
|
0.81
|
|
|
$
|
0.94
|
|
|
$
|
6.70
|
|
|
$
|
9.33
|
|
From discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
0.94
|
|
|
$
|
6.70
|
|
|
$
|
9.32
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.80
|
|
|
$
|
0.81
|
|
|
$
|
0.94
|
|
|
$
|
6.65
|
|
|
$
|
9.27
|
|
From discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
0.94
|
|
|
$
|
6.65
|
|
|
$
|
9.26
|
|
(1)
|
Income tax expense was revised for the first and second quarters of 2016 following the adoption of new guidance regarding accounting for share-based compensation. See
Note 2, "New Accounting Pronouncements"
for further discussion of these changes, and below for the impacts of these changes to previously filed quarterly results.
|
(2)
|
Prior to
October 11, 2016
, MCBC's 42% share of MillerCoors' results of operations were reported as equity income in MillerCoors in the consolidated statements of operations. As a result of the Acquisition, beginning
October 11, 2016
, MillerCoors' results of operations were consolidated into MCBC's consolidated financial statements.
|
(3)
|
The sum of the quarterly net income per share amounts may not agree to the full year net income per share amounts. We calculate net income per share based on the weighted-average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
|
2015
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
(1)
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Sales
|
$
|
1,003.2
|
|
|
$
|
1,433.0
|
|
|
$
|
1,454.3
|
|
|
$
|
1,236.9
|
|
|
$
|
5,127.4
|
|
Excise taxes
|
(303.2
|
)
|
|
(427.3
|
)
|
|
(436.9
|
)
|
|
(392.5
|
)
|
|
(1,559.9
|
)
|
|||||
Net sales
|
700.0
|
|
|
1,005.7
|
|
|
1,017.4
|
|
|
844.4
|
|
|
3,567.5
|
|
|||||
Cost of goods sold
|
(454.8
|
)
|
|
(579.9
|
)
|
|
(585.9
|
)
|
|
(542.9
|
)
|
|
(2,163.5
|
)
|
|||||
Gross profit
|
$
|
245.2
|
|
|
$
|
425.8
|
|
|
$
|
431.5
|
|
|
$
|
301.5
|
|
|
$
|
1,404.0
|
|
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
79.2
|
|
|
$
|
229.3
|
|
|
$
|
13.7
|
|
|
$
|
33.4
|
|
|
$
|
355.6
|
|
Income (loss) from discontinued operations, net of tax
|
1.9
|
|
|
(0.3
|
)
|
|
2.9
|
|
|
(0.6
|
)
|
|
3.9
|
|
|||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
81.1
|
|
|
$
|
229.0
|
|
|
$
|
16.6
|
|
|
$
|
32.8
|
|
|
$
|
359.5
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.43
|
|
|
$
|
1.23
|
|
|
$
|
0.07
|
|
|
$
|
0.18
|
|
|
$
|
1.92
|
|
From discontinued operations
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.44
|
|
|
$
|
1.23
|
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
1.94
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
$
|
0.42
|
|
|
$
|
1.23
|
|
|
$
|
0.07
|
|
|
$
|
0.18
|
|
|
$
|
1.91
|
|
From discontinued operations
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.43
|
|
|
$
|
1.23
|
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
1.93
|
|
(1)
|
The sum of the quarterly net income per share amounts may not agree to the full year net income per share amounts. We calculate net income per share based on the weighted-average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
|
|
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
|
|
|
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 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
|
|
|
A
|
|
B
|
|
C
|
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)
|
Equity compensation plans approved by security holders
(1)
|
3,064,273
|
|
$59.79
|
|
5,395,232
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
|
—
|
Total
|
3,064,273
|
|
$59.79
|
|
5,395,232
|
(1)
|
Under the Incentive Compensation Plan, we may issue restricted stock units ("RSUs"), deferred stock units ("DSUs"), performance share units ("PSUs") and stock options. Amount in column A includes
998,022
RSUs and DSUs,
515,400
PSUs (assuming the target award is met) and
1,550,851
options, respectively, outstanding as of
December 31, 2016
. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 13, "Share-Based Payments"
of the Notes to
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits
|
(1)
|
Management's Report
|
(2)
|
Schedule II—Valuation and Qualifying Accounts for the years ended
December 31, 2016
,
December 31, 2015
, and
December 31, 2014
|
(3)
|
Exhibit list
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
2.1
|
|
|
Agreement, dated as of April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors Holdco - 2 Inc. and Starbev L.P.
|
|
8-K
|
|
2.1
|
|
April 3, 2012
|
|
|
2.2
|
|
|
Amendment and Novation Agreement, dated as of June 14, 2012, by and among Molson Coors Holdco 2 LLC, Molson Coors Netherlands B.V., Molson Coors Brewing Company, Starbev L.P. and the other individuals thereto.
|
|
8-K
|
|
10.4
|
|
June 18, 2012
|
|
|
2.3
|
|
|
Management Warranty Deed, dated as of April 3, 2012, by and among the management warrantors named therein, Starbev L.P. and Molson Coors Holdco - 2 Inc.
|
|
8-K
|
|
2.2
|
|
April 3, 2012
|
|
|
2.4.1
|
|
|
Purchase Agreement, dated as of November 11, 2015, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company.
|
|
8-K
|
|
2.1
|
|
November 12, 2015
|
|
|
2.4.2
|
|
|
Amendment No. 1 to Purchase Agreement, dated as of March 25, 2016, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company.
|
|
10-Q
|
|
2.1
|
|
May 3, 2016
|
|
|
2.4.3
|
|
|
Amendment No. 2 to Purchase Agreement, dated as of October 3, 2016, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company.
|
|
8-K
|
|
2.1
|
|
October 4, 2016
|
|
|
3.1.1
|
|
|
Restated Certificate of Incorporation of Molson Coors Brewing Company.
|
|
Schedule 14A
|
|
Annex G
|
|
December 10, 2004
|
|
|
3.1.2
|
|
|
Amendment No.1 to Restated Certificate of Incorporation of Molson Coors Brewing Company.
|
|
10-Q
|
|
3.1
|
|
August 6, 2013
|
|
|
3.2
|
|
|
Third Amended and Restated Bylaws of Molson Coors Brewing Company.
|
|
10-Q
|
|
3.1
|
|
August 4, 2009
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.1.1
|
|
|
Indenture, dated as of October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-K
|
|
10.38.1
|
|
February 22, 2011
|
|
|
4.1.2
|
|
|
First Supplemental Indenture, dated as of October 6, 2010, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-K
|
|
10.38.2
|
|
February 22, 2011
|
|
|
4.1.3
|
|
|
Second Supplemental Indenture, dated as of December 25, 2010, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-Q
|
|
4.1.1
|
|
August 3, 2011
|
|
|
4.1.4
|
|
|
Third Supplemental Indenture, dated as of March 8, 2011, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-Q
|
|
4.1.2
|
|
August 3, 2011
|
|
|
4.1.5
|
|
|
Fourth Supplemental Indenture, dated as of November 11, 2011, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-K
|
|
4.7.5
|
|
February 27, 2012
|
|
|
4.1.6
|
|
|
Fifth Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-K
|
|
4.1.6
|
|
February 11, 2016
|
|
|
4.1.7
|
|
|
Sixth Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
10-Q
|
|
4.7
|
|
August 8, 2012
|
|
|
4.1.8
|
|
|
Seventh Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
8-K
|
|
4.1
|
|
June 28, 2016
|
|
|
4.1.9
|
|
|
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.
|
|
10-Q
|
|
4.1
|
|
November 1, 2016
|
|
|
4.1.10
|
|
|
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.
|
|
10-Q
|
|
4.2
|
|
November 1, 2016
|
|
|
4.1.11
|
|
|
Tenth Supplemental Indenture, dated as of October 11, 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.
|
|
|
|
|
|
|
|
X
|
4.2.1
|
|
|
Indenture, dated as of May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
4.1
|
|
May 3, 2012
|
|
|
4.2.2
|
|
|
First Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.2.3
|
|
|
Second Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.8
|
|
August 8, 2012
|
|
|
4.2.4
|
|
|
Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
4.3
|
|
June 28, 2016
|
|
|
4.2.5
|
|
|
Fourth Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.9
|
|
November 1, 2016
|
|
|
4.2.6
|
|
|
Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
4.10
|
|
November 1, 2016
|
|
|
4.2.7
|
|
|
Sixth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
|
|
|
|
|
X
|
4.3
|
|
|
Registration Rights Agreement, dated as of February 9, 2005, among Adolph Coors Company, Pentland Securities (1981) Inc., 4280661 Canada Inc., Nooya Investments Ltd., Lincolnshire Holdings Limited, 4198832 Canada Inc., BAX Investments Limited, 6339522 Canada Inc., Barleycorn Investments Ltd., DJS Holdings Ltd., 6339549 Canada Inc., Hoopoe Holdings Ltd., 6339603 Canada Inc., and The Adolph Coors, Jr. Trust dated September 12, 1969.
|
|
8-K
|
|
99.2
|
|
February 15, 2005
|
|
|
4.4.1
|
|
|
Indenture, dated as of September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
8-K
|
|
4.1
|
|
September 18, 2015
|
|
|
4.4.2
|
|
|
First Supplemental Indenture, dated as of September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
8-K
|
|
4.2
|
|
September 18, 2015
|
|
|
4.4.3
|
|
|
Second Supplemental Indenture, dated as of September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
8-K
|
|
4.3
|
|
September 18, 2015
|
|
|
4.4.4
|
|
|
Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
8-K
|
|
4.2
|
|
June 28, 2016
|
|
|
4.4.5
|
|
|
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.
|
|
10-Q
|
|
4.3
|
|
November 1, 2016
|
|
|
4.4.6
|
|
|
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.
|
|
10-Q
|
|
4.4
|
|
November 1, 2016
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.4.7
|
|
|
Sixth Supplemental Indenture, dated as of October 11, 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.
|
|
|
|
|
|
|
|
X
|
4.5.1
|
|
|
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.
|
|
8-K
|
|
4.1
|
|
July 7, 2016
|
|
|
4.5.2
|
|
|
First Supplemental Indenture, dated as of July 7, 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 and Paying Agent.
|
|
8-K
|
|
4.2
|
|
July 7, 2016
|
|
|
4.5.3
|
|
|
Second Supplemental Indenture, dated as of July 7, 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.
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
4.5.4
|
|
|
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.
|
|
10-Q
|
|
4.14
|
|
November 1, 2016
|
|
|
4.5.5
|
|
|
Fourth Supplemental Indenture, dated as of September 30, 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.
|
|
10-Q
|
|
4.15
|
|
November 1, 2016
|
|
|
4.5.6
|
|
|
Fifth Supplemental Indenture, dated as of October 11, 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.
|
|
|
|
|
|
|
|
X
|
4.6
|
|
|
Form of 1.250% Senior Notes due 2024.
|
|
8-K
|
|
4.4
|
|
July 7, 2016
|
|
|
4.7
|
|
|
Form of 1.450% Senior Notes due 2019.
|
|
8-K
|
|
4.5
|
|
July 7, 2016
|
|
|
4.8
|
|
|
Form of 2.100% Senior Notes due 2021.
|
|
8-K
|
|
4.6
|
|
July 7, 2016
|
|
|
4.9
|
|
|
Form of 3.000% Senior Notes due 2026.
|
|
8-K
|
|
4.7
|
|
July 7, 2016
|
|
|
4.10
|
|
|
Form of 4.200% Senior Notes due 2046.
|
|
8-K
|
|
4.8
|
|
July 7, 2016
|
|
|
4.11.1
|
|
|
Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
8-K
|
|
4.9
|
|
July 7, 2016
|
|
|
4.11.2
|
|
|
First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee.
|
|
8-K
|
|
4.10
|
|
July 7, 2016
|
|
|
4.11.3
|
|
|
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.
|
|
10-Q
|
|
4.7
|
|
November 1, 2016
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.11.4
|
|
|
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.
|
|
10-Q
|
|
4.8
|
|
November 1, 2016
|
|
|
4.11.5
|
|
|
Fourth Supplemental Indenture, dated as of October 11, 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.
|
|
|
|
|
|
|
|
X
|
4.12
|
|
|
Form of 2.840% Senior Notes due 2023.
|
|
8-K
|
|
4.11
|
|
July 7, 2016
|
|
|
4.13
|
|
|
Form of 3.440% Senior Notes due 2026.
|
|
8-K
|
|
4.12
|
|
July 7, 2016
|
|
|
10.1
|
*
|
|
Amended and Restated Molson Coors Brewing Company Directors' Stock Plan effective May 31, 2012.
|
|
10-Q
|
|
10.7
|
|
August 8, 2012
|
|
|
10.2.1
|
*
|
|
Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-Q
|
|
10.1
|
|
August 6, 2015
|
|
|
10.2.2
|
*
|
|
Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Incentive Compensation Plan.
|
|
|
|
|
|
|
|
X
|
10.2.3
|
*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Incentive Compensation Plan.
|
|
|
|
|
|
|
|
X
|
10.2.4
|
*
|
|
Form of Directors DSU Award Statement pursuant to the Amended and Restated Incentive Compensation Plan.
|
|
|
|
|
|
|
|
X
|
10.2.5
|
*
|
|
Form of Directors RSU Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-Q
|
|
10.6
|
|
November 7, 2008
|
|
|
10.2.6
|
*
|
|
Form of Stock Option pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
|
|
10-K
|
|
10.7.8
|
|
February 12, 2015
|
|
|
10.3
|
*
|
|
Form of Executive Continuity and Protection Program Letter Agreement.
|
|
10-Q
|
|
10.7
|
|
May 11, 2005
|
|
|
10.4
|
*
|
|
Molson Coors Brewing Company Amended and Restated Change in Control Protection Program effective January 1, 2008.
|
|
10-Q
|
|
10.8
|
|
August 8, 2012
|
|
|
10.5
|
*
|
|
Employment Letter by and between Molson Coors Canada and Stewart Glendinning.
|
|
10-K
|
|
10.23
|
|
February 14, 2014
|
|
|
10.6.1
|
*
|
|
Employment Agreement, dated as of
January 1, 2009, by and between Molson Coors Brewing Company and Peter H. Coors.
|
|
10-Q
|
|
10.2
|
|
May 6, 2009
|
|
|
10.6.2
|
*
|
|
First Amendment to Employment Agreement of Peter H. Coors.
|
|
10-K
|
|
10.24.2
|
|
February 14, 2014
|
|
|
10.6.3
|
*
|
|
Offer Letter, dated as of September 30, 2016, by and between Peter H. Coors and
Molson Coors Brewing Company.
|
|
8-K
|
|
10.1
|
|
October 4, 2016
|
|
|
10.7
|
*
|
|
Letter Agreement, effective as of January 1, 2009, by and between Coors Brewing Company, Molson Coors Brewing Company and Peter H. Coors amending (1) the Amended Salary Continuation Agreement between Coors Brewing Company and Peter H. Coors dated July 1, 1991 (as subsequently amended), and (2) the Molson Coors Brewing Excess Benefit Plan, as restated effective June 30, 2008 (as subsequently amended).
|
|
10-Q
|
|
10.1
|
|
May 6, 2009
|
|
|
10.8.1
|
*
|
|
Employment Letter, dated as of May 10, 2012, by and between Molson Coors Brewing Company and Gavin Hattersley.
|
|
10-Q
|
|
10.13
|
|
August 8, 2012
|
|
|
10.8.2
|
*
|
|
Interim CEO Employment Letter, dated as of May 6, 2015, by and between Molson Coors Brewing Company and Gavin Hattersley.
|
|
10-Q
|
|
10.2
|
|
August 6, 2015
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.9.1
|
|
|
Credit Agreement, dated as of June 18, 2014, by and among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors International LP, the Lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank.
|
|
10-Q
|
|
10.2
|
|
August 6, 2014
|
|
|
10.9.2
|
|
|
First Amendment, dated as of December 16, 2015, to that certain Credit Agreement, dated as of June 18, 2014, by and among Molson Coors Brewing Company, Molson Coors International LP, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors Brewing Company (UK) Limited, the lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent, and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent.
|
|
8-K
|
|
10.3
|
|
December 17, 2015
|
|
|
10.10.1
|
|
|
Amended and Restated Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
8-K
|
|
10.2
|
|
October 11, 2016
|
|
|
10.10.2
|
|
|
Supplement No. 1, dated as of November 17, 2016, to the Amended and Restated Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
|
|
|
|
|
|
X
|
10.10.3
|
|
|
Supplement No. 2, dated as of November 30, 2016, to the Amended and Restated Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.
|
|
|
|
|
|
|
|
X
|
10.11
|
|
|
Form of Commercial Paper Dealer Agreement.
|
|
8-K
|
|
10.1
|
|
March 20, 2013
|
|
|
10.12
|
*
|
|
Executive Employment Agreement, dated as of November 13, 2014, by and between Molson Coors Brewing Company and Mark R. Hunter.
|
|
8-K
|
|
10.1
|
|
November 18, 2014
|
|
|
10.13
|
|
|
Variation Agreement, dated as of
November 12, 2013, by and among Molson Coors Brewing Company and Grupo Modelo SAB de C.V. and certain of their respective affiliates.
|
|
10-K
|
|
10.44
|
|
February 14, 2014
|
|
|
10.14
|
*
|
|
Employment letter by and between Molson Coors Brewing Company and Krishnan Anand, dated as of November 2, 2009.
|
|
10-Q
|
|
10.1
|
|
May 7, 2015
|
|
|
10.15.1
|
*
|
|
Directors Service Agreement, dated as of March 17, 2008, by and between Molson Coors Brewing Company (UK) Ltd. (f/k/a Coors Brewers Ltd.) and David A. Heede.
|
|
10-K
|
|
10.17.1
|
|
February 11, 2016
|
|
|
10.15.2
|
*
|
|
Secondment Letter, dated as of September 24, 2013, by and between Molson Coors Brewing Company (UK) Ltd. and David A. Heede.
|
|
10-K
|
|
10.17.2
|
|
February 11, 2016
|
|
|
10.15.3
|
*
|
|
Addendum to Secondment Letter, dated as of
April 1, 2014, by and between Molson Coors Brewing Company (UK) Ltd. and David A. Heede.
|
|
10-K
|
|
10.17.3
|
|
February 11, 2016
|
|
|
10.15.4
|
*
|
|
Assignment Letter, dated as of November 10, 2015, by and between Molson Coors Brewing Company and David A. Heede.
|
|
10-K
|
|
10.17.4
|
|
February 11, 2016
|
|
|
10.16
|
|
|
Term Loan Agreement, dated as of December 16, 2015, by and among Molson Coors Brewing Company, the lenders party thereto and Citibank, N.A., as Administrative Agent.
|
|
8-K
|
|
10.2
|
|
December 17, 2015
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.17.1
|
|
|
Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as Administrative Agent.
|
|
8-K
|
|
10.1
|
|
October 11, 2016
|
|
|
10.17.2
|
|
|
Supplement No. 1, dated as of November 17, 2016, to the Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as Administrative Agent.
|
|
|
|
|
|
|
|
X
|
10.17.3
|
|
|
Supplement No. 2, dated as of November 30, 2016, to the Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as Administrative Agent.
|
|
|
|
|
|
|
|
X
|
10.18.1
|
*
|
|
Offer Letter, dated as of March 29, 2016, by and between Mauricio Restrepo and Molson Coors Brewing Company.
|
|
8-K
|
|
10.1
|
|
March 31, 2016
|
|
|
10.18.2
|
*
|
|
Separation and General Release Agreement, dated as of November 17, 2016, by and between Mauricio Restrepo and Molson Coors Brewing Company.
|
|
8-K
|
|
10.1
|
|
November 17, 2016
|
|
|
10.19
|
*
|
|
Offer Letter, dated as of November 22, 2016, by and between Tracey Joubert and Molson Coors Brewing Company.
|
|
8-K
|
|
10.1
|
|
November 25, 2016
|
|
|
21
|
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
X
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
X
|
23.2
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
X
|
31.1
|
|
|
Section 302 Certification of Chief Executive Officer.
|
|
|
|
|
|
|
|
X
|
31.2
|
|
|
Section 302 Certification of Chief Financial Officer.
|
|
|
|
|
|
|
|
X
|
32
|
|
|
Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
|
|
|
|
X
|
99
|
|
|
Audited Consolidated Financial Statements of MillerCoors LLC and Subsidiaries.
|
|
|
|
|
|
|
|
X
|
101.INS
|
**
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
(b)
|
Exhibits
|
(c)
|
Other Financial Statement Schedules
|
|
Balance at
beginning
of year
|
|
Additions
charged to
costs and
expenses
|
|
Deductions
(1)
|
|
Foreign
exchange
impact
|
|
Balance at
end of year
|
||||||||||
Allowance for doubtful accounts—trade accounts receivable
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
$
|
8.7
|
|
|
$
|
4.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
10.7
|
|
December 31, 2015
|
$
|
11.5
|
|
|
$
|
2.2
|
|
|
$
|
(4.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
8.7
|
|
December 31, 2014
|
$
|
13.6
|
|
|
$
|
3.3
|
|
|
$
|
(4.1
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
11.5
|
|
Allowance for doubtful accounts—current trade loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
$
|
(0.4
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
0.6
|
|
December 31, 2015
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.8
|
|
December 31, 2014
|
$
|
1.1
|
|
|
$
|
0.6
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Allowance for doubtful accounts—long-term trade loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
$
|
1.9
|
|
|
$
|
0.5
|
|
|
$
|
(1.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
1.1
|
|
December 31, 2015
|
$
|
1.6
|
|
|
$
|
1.3
|
|
|
$
|
(0.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
1.9
|
|
December 31, 2014
|
$
|
2.8
|
|
|
$
|
1.1
|
|
|
$
|
(2.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
1.6
|
|
Allowance for obsolete supplies and inventory
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
$
|
8.5
|
|
|
$
|
4.4
|
|
|
$
|
(3.7
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
8.8
|
|
December 31, 2015
|
$
|
8.0
|
|
|
$
|
4.1
|
|
|
$
|
(2.6
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
8.5
|
|
December 31, 2014
|
$
|
6.8
|
|
|
$
|
6.5
|
|
|
$
|
(4.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
8.0
|
|
Deferred tax valuation account
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
$
|
824.9
|
|
|
$
|
161.3
|
|
|
$
|
(53.6
|
)
|
|
$
|
(30.9
|
)
|
|
$
|
901.7
|
|
December 31, 2015
|
$
|
105.4
|
|
|
$
|
737.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
(10.0
|
)
|
|
$
|
824.9
|
|
December 31, 2014
|
$
|
107.0
|
|
|
$
|
22.7
|
|
|
$
|
(15.6
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
105.4
|
|
(1)
|
Amounts related to write-offs of uncollectible accounts, claims or obsolete inventories and supplies. Amounts related to the deferred tax asset valuation allowance are primarily due to the utilization of capital loss and operating loss carryforwards and re-evaluations of deferred tax assets.
|
(2)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 6, "Income Tax"
of the Notes to the Consolidated Financial Statements for discussion regarding the increase in the deferred tax valuation account in 2016.
|
|
|
|
|
|
By
|
|
/s/ MARK R. HUNTER
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
Mark R. Hunter
|
|
By
|
|
/s/ MARK R. HUNTER
|
|
President, Chief Executive Officer and Directors (Principal Executive Officer)
|
|
|
Mark R. Hunter
|
|
|
By
|
|
/s/ TRACEY I. JOUBERT
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
Tracey I. Joubert
|
|
|
By
|
|
/s/ BRIAN C. TABOLT
|
|
Controller
(Chief Accounting Officer) |
|
|
Brian C. Tabolt
|
|
|
By
|
|
/s/ GEOFFREY E. MOLSON
|
|
Chairman
|
|
|
Geoffrey E. Molson
|
|
|
By
|
|
/s/ PETER H. COORS
|
|
Vice Chairman
|
|
|
Peter H. Coors
|
|
|
By
|
|
/s/ PETER J. COORS
|
|
Director
|
|
|
Peter J. Coors
|
|
|
By
|
|
/s/ BETTY K. DEVITA
|
|
Director
|
|
|
Betty K. DeVita
|
|
|
By
|
|
/s/ ROGER G. EATON
|
|
Director
|
|
|
Roger G. Eaton
|
|
|
By
|
|
/s/ MARY LYNN FERGUSON-MCHUGH
|
|
Director
|
|
|
Mary Lynn Ferguson-McHugh
|
|
|
By
|
|
/s/ CHARLES M. HERINGTON
|
|
Director
|
|
|
Charles M. Herington
|
|
|
By
|
|
/s/ FRANKLIN W. HOBBS
|
|
Director
|
|
|
Franklin W. Hobbs
|
|
|
By
|
|
/s/ ANDREW T. MOLSON
|
|
Director
|
|
|
Andrew T. Molson
|
|
|
By
|
|
/s/ IAIN J. G. NAPIER
|
|
Director
|
|
|
Iain J. G. Napier
|
|
|
By
|
|
/s/ H. SANFORD RILEY
|
|
Director
|
|
|
H. Sanford Riley
|
|
|
By
|
|
/s/ DOUGLAS D. TOUGH
|
|
Director
|
|
|
Douglas D. Tough
|
|
|
By
|
|
/s/ LOUIS VACHON
|
|
Director
|
|
|
Louis Vachon
|
|
|
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/ Tracey I. Joubert
|
By:
|
/s/ Tracey I. Joubert
|
By:
|
/s/ Lisa M. Kudo
|
By:
|
/s/ Danny Snider
|
|
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
|
|
MILLERCOORS LLC
By:
/s/ Tracey I. Joubert
Name: Tracey I. Joubert
Title: Chief Financial Officer
|
|
JACOB LEINENKUGEL BREWING CO., LLC
By:
/s/ Tracey I. Joubert
Name: Tracey I. Joubert
Title: 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/ Debra A. Schwalb
Name: Debra A. Schwalb
Title: Vice President
|
|
|
|
|
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/ Tracey I. Joubert
|
By:
|
______
/s/ Tracey I. Joubert
|
By:
|
______
/s/ Lisa M. Kudo
|
By:
|
______
/s/ Danny Snider
|
|
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
|
|
MILLERCOORS LLC
By:
/s/ Tracey I. Joubert
Name: Tracey I. Joubert
Title: Chief Financial Officer
|
|
JACOB LEINENKUGEL BREWING CO., LLC
By:
/s/ Tracey I. Joubert
Name: Tracey I. Joubert
Title: 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/ Debra A. Schwalb
Name: Debra A. Schwalb
Title: Vice President
|
|
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
|
|
MILLERCOORS LLC
By:
/s/ Tracey I. Joubert
Name: Tracey I. Joubert
Title: Chief Financial Officer
|
|
JACOB LEINENKUGEL BREWING CO., LLC
By:
/s/ Tracey I. Joubert
Name: Tracey I. Joubert
Title: Treasurer
|
|
COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
By:
/s/ Lisa M. Kudo
Name: Lisa M. Kudo
Title: Corporate Trust Officer
By:
/s/ Danny Snider
Name: Danny Snider
Title: Corporate Trust Officer
|
Grant Date
:
|
[Grant Date]
|
Target Number of Performance Share Units
:
|
[Number], subject to adjustment as provided under Section 4.4 of the Incentive Plan.
|
Performance Period
:
|
The Performance Period for this Award is the three-year period beginning in the Fiscal Year ending in [YEAR] and ending on the last day of the Fiscal Year ending in [YEAR].
|
Vesting Date
:
|
[DATE]
|
Settlement Level
:
|
Subject to the provisions of the Award Agreement and the Incentive Plan, as of the Vesting Date, a percentage of the target number of Performance Share Units will vest based on the Company’s achievement of Cumulative PACC for the Performance Period, as modified by the Company’s total shareholder return (TSR) percentile relative to S&P 500 Index, as provided under the Award Agreement.
|
Settlement Date
:
|
Subject to the provisions of the Award Agreement and the Incentive Plan and provided that you remain an employee of the Company or an Affiliate through the Vesting Date, your Award will be settled in Shares, or in cash, or in a combination of Shares and cash, at the Committee’s discretion, as soon as practicable after the Vesting Date, but in no event later than December 31st of the calendar year in which the Vesting Date occurs.
|
Effect of Termination of Employment
:
|
In the event your employment is terminated prior to the Vesting Date: (i) due to your Retirement (as defined in the Award Agreement), your death, or your disability, a pro rata portion of your Performance Share Units will be settled at the Settlement Date applicable to the Performance Period, based on the Settlement Level at the end of the Performance Period; or (ii) for any other reason, your outstanding Performance Share Units with respect to which the Vesting Date has not occurred will be forfeited.
|
Attachment
:
|
[YEAR] Long-Term Incentive Performance Share Unit Agreement
|
Number of RSUs
:
|
Number RSUs, subject to adjustment as provided under Section 4.4 of the Plan.
|
Vesting Schedule
:
|
Subject to the provisions of the Agreement and the Plan and provided that you remain continuously employed by the Company and/or an Affiliate through the respective vesting dates set forth below, the RSUs shall vest as follows:
|
Vesting Dates
|
Cumulative Vested Percentage of RSUs
|
[ ]
|
[ ]%
|
[ ]
|
[ ]%
|
[ ]
|
[ ]%
|
Settlement Date
:
|
Each vested RSU will be settled in Shares as soon as practicable following vesting but in no event later than December 31
st
of the calendar year in which the Vesting Date occurs.
|
Disability, Retirement
:
|
To the extent not already vested or previously forfeited, a portion of the unvested RSUs will vest based on the ratio of the number of full months of employment completed during the period from the most recent date on which a portion of this Award vested to the date of your death, disability or Retirement (defined in the Agreement) divided by the total number of months remaining until the Award would have been fully vested.
|
Number of DSUs:
|
[ ]
, subject to adjustment as provided under Section 4.4 of the Plan.
|
Vesting Schedule
:
|
Subject to adjustment pursuant to the Directors Stock Plan, you will receive one share of Molson Coors Brewing Company Class B Common Stock (“Stock”) for each DSU. The shares of Stock will be paid to you within thirty (30) days after termination of your service as member of the Board of Directors.
|
|
|
|
|
2
|
|
|
3
|
|
1.
|
Plan Document Governs the Plan
- This Summary Description has been prepared to provide a better understanding of the benefits and features of the Plan. The benefits and rights under the Plan are at all times governed by the text of the Plan document. Such document is in no way altered or modified by the contents of this Summary Description.
|
2.
|
Amendment or Termination of the Plan
- MCBC reserves the right to amend or terminate the Plan, in whole or in part, at any time its sole discretion. No amendment or termination of the Plan can eliminate benefits accrued to the date of such amendment or termination.
|
3.
|
Plan Administration
- Discretion with respect to the determination of benefits under the Plan has been reserved to the Administrator.
|
4.
|
Available Information
-
MCBC has filed a Registration Statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”) with respect to the shares of common stock which may be issued under the Incentive Compensation Plan. Pursuant to the rules of the SEC, this Summary Description does not contain all of the information set forth in the Registration Statement and exhibits thereto, to which reference is made.
|
5.
|
MCBC will provide, without charge, to each person to whom this Summary Description is delivered, upon written or oral request of such person, a copy of any and all of the following documents which have been incorporated by reference into the Registration Statement:
|
-
|
MCBC’s latest Annual Report on Form 10-K filed with the SEC.
|
-
|
All quarterly and other reports filed by MCBC with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
|
-
|
The description of the Company’s common stock contained in applicable registration statements and other reports filed by MCBC with the SEC under Section 12 of the Exchange Act.
|
|
4
|
|
6.
|
Resale of Shares
- The Plan does not apply any specific restrictions on the resale of shares of common stock issued to directors under the Plan. However, the Securities Act and Exchange Act may impose certain limitations on such resale.
|
7.
|
Under the Securities Act, all directors of MCBC may be deemed to be “affiliates” for purposes of the Securities Act. Sales of common stock by such persons may be deemed to be sales of common stock by MCBC. Rule 144, promulgated under the Securities Act, sets forth a “safe harbor” procedures for affiliates to sell shares yet not have the sale be deemed a distribution of common stock on behalf of MCBC. Rule 144 restricts the number of shares of common stock which may be sold by an affiliate during any 90-day period, designates a manner of sale and requires the filing of a notice of proposed sale with the SEC. Any affiliates should consult with a qualified legal advisor regarding his or her own situation before making any resales of common stock issued pursuant to the Plan.
|
8.
|
Section 16(b) of the Exchange Act provides that, in certain circumstances, the profit realized by a director on the purchase and sale, or sale and purchase, of common stock within a six-month time frame, is recoverable by MCBC from the affiliate if it is a prohibited “short-swing profit”. Accordingly, directors should review the implications of the “short-swing profit” prohibitions prior to disposing of any shares of common stock received under the Plan.
|
|
5
|
|
1.
|
Establishment; Purpose
. Molson Coors Brewing Company ("MCBC") establishes this Molson Coors Brewing Company Directors' Stock Plan (the "Plan") as a Non-Employee Director award under the Company's Incentive Compensation Plan subject to the terms and provisions thereof effective July 26, 2006. This plan shall be administered by the Global Chief People Officer of MCBC (the "Administrator"). The purpose of the Plan is to provide an incentive to certain MCBC directors who are not employees of MCBC to own additional shares of Common Stock of MCBC ("Common Stock"), thereby aligning their interests more closely with the interests of the stockholders of MCBC. The effective date of this amended and restated Plan (the "Amended and Restated Plan") shall be May 31, 2012.
|
2.
|
Election to Participate
. Any director of MCBC who is not an employee of MCBC or any of its subsidiaries may elect to participate in the Plan by filing an election with the Administrator. Notwithstanding the foregoing, neither the Chairman nor Vice Chairman of the Board shall be eligible to participate in the Plan. Elections to participate shall apply to the calendar year commencing after the date the election is filed. Once an election has been filed with the Administrator, the director shall participate in the Plan for the entire year for which he or she has elected to participate and to the extent provided by the Administrator, for all subsequent years until the director timely files a new election for such subsequent year. To be effective, any election under this paragraph 2 must be filed by the November 30
th
preceding the year (or such other deadline in such preceding year established by the Administrator) for which it is to take effect. Such election shall become irrevocable on the applicable deadline. In the case of an individual who first becomes an eligible director during a calendar year, such individual may irrevocably elect to participate for the remainder of such year by filing an election within 30 days of becoming eligible, provided such election shall apply only to cash retainer amounts earned after the election is filed.
|
3.
|
Cash Retainer Paid in Stock
. Commencing as of the first day of the year a director elects to participate, all or 50% (as elected) of the cash retainer amount payable to the director shall be paid in shares of Common Stock until the director shall cease to serve as a member of the MCBC board of directors or until a subsequent year in which the director shall file a timely new election, whichever first occurs. Cash retainers for this purpose shall be the fixed amount payable to a director by reason of his or her being a member of the board of directors of MCBC and any committee thereof, including amounts payable due to chairmanship of the board or a committee, but exclusive of amounts payable on a per meeting basis. The number of shares of Common Stock to be paid to a director shall be computed by dividing the cash retainer amount payable to the director on a given date by the fair market value of one share of Common Stock on that date as determined under the MCBC Incentive
|
4.
|
Deferred Stock Units.
Subject to the timing requirements of paragraph 2, directors who participate in the Plan may elect to defer receipt of their shares of Common Stock otherwise payable under the Plan and, in lieu thereof, MCBC shall maintain on its books deferred stock units ("DSUs") representing an obligation to issue shares of Common Stock. DSUs shall be credited to the director at the time and in the amount that shares of Common Stock would otherwise have been paid in the absence of an election to defer. As of each of the Company’s dividend payment dates after the effective date of the Amended and Restated Plan, each director who has been credited with DSUs shall be credited with a cash amount (a "cash dividend equivalent") equal to the aggregate amount of cash dividends, if any, that would have been payable on the number of shares of Common Stock that equals the number of DSUs credited to the director (as determined on the applicable dividend payment date), including, for the avoidance of doubt, DSUs credited to the director prior to the effective date of the Amended and Restated Plan. Upon the termination of service as a director, MCBC shall pay to the director in a lump sum (i) one share of Common Stock for each DSU and (ii) an amount of cash equal to the total amount of the director's accrued cash dividend equivalents credited with respect to the DSUs, without interest (the "cash amount"). The lump sum payment of one share of Common Stock for each DSU and the cash amount shall be made no later than the thirtieth (30
th
) day after the director ceases to be a director of MCBC. "Ceases to be a director" or words of similar import, as used in this Plan mean, for purposes of any payments under this Plan that are payments of deferred compensation subject to Code Section 409A, the director's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h)(2) with regard to independent contractors.
|
5.
|
Shares
. Shares paid to directors under the Plan shall be paid with newly issued shares of Common Stock of MCBC, or treasury shares of Common Stock held by MCBC. No fractional shares shall be issued. Whenever the computation of the number of shares to be paid results in a fractional amount, such amount shall be rounded up to the next greater whole number of shares.
|
6.
|
Adjustment in Capitalization.
In the event that any change in the outstanding shares of Common Stock occurs by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination, share exchange or similar corporate change, the number of shares of Common Stock which may be issued under this Plan shall be appropriately adjusted. Any adjustments made to any DSUs shall be made in accordance with the terms of the Company's Incentive Compensation Plan.
|
7.
|
Nonassignment
. Neither a director nor his or her duly designated beneficiary shall have any right to assign, transfer, pledge or otherwise convey the right to receive
|
8.
|
Designation of Beneficiary
. A director may designate a beneficiary which is to receive any unpaid Common Stock or Common Stock payable with respect to DSUs credited at the director's death. Such designation shall be effective by filing a written notification with the Administrator and may be changed from time to time by similar action. If no such designation is made by a director, any such balance shall be paid to the director's surviving spouse, and in the absence of a surviving spouse, to the director's estate.
|
9.
|
Administrator
. The Administrator shall establish the procedures and maintain all books and records in connection with the Plan.
|
10.
|
Amendment
. The Plan may be amended or terminated at any time by action of the Board of Directors of MCBC, but no amendment shall adversely affect a director's rights with respect to cash retainer payments earned but not yet paid in Common Stock or any DSUs without the director's written consent.
|
Name
|
|
State/province/country of organization
or incorporation
|
|
||||||||||||||
Coors Brewing Company d/b/a Molson Coors International
|
|
Colorado
|
|
||||||||||||||
CBC Holdco 2 LLC
|
|
Colorado
|
|
||||||||||||||
CBC Holdco LLC
|
|
Colorado
|
|
||||||||||||||
Newco3, Inc.
|
|
Colorado
|
|
||||||||||||||
CBC Holdco 3, Inc.
|
|
Colorado
|
|
||||||||||||||
Coors International Holdco 2, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors International General, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Canada 3 ULC
|
|
British Columbia
|
|
||||||||||||||
Molson Coors International LP
|
|
Delaware
|
|
||||||||||||||
Molson Coors Callco ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors Canada Holdco, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors Canada Inc.
|
|
Canada
|
|
||||||||||||||
Molson Canada 1 ULC
|
|
British Columbia
|
|
||||||||||||||
Molson Canada 2 ULC
|
|
British Columbia
|
|
||||||||||||||
Molson Holdco, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Inc.
|
|
Canada
|
|
||||||||||||||
MC Alberta LP f/k/a MC UK Holdings LP
|
|
Alberta
|
|
||||||||||||||
Molson Canada Company
|
|
Nova Scotia
|
|
||||||||||||||
Molson Canada 2005
|
|
Ontario
|
|
||||||||||||||
3230600 Nova Scotia Company
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors (UK) Holdings LLP
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Cayman 2 Company
|
|
Cayman Islands
|
|
||||||||||||||
Golden Acquisition
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Holdings Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Brewing Company (UK) Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Holdco Inc.
|
|
Delaware
|
|
||||||||||||||
Molson Coors European Finance Company
|
|
Luxembourg
|
|
||||||||||||||
Molson Coors Lux 1
|
|
Luxembourg
|
|
||||||||||||||
Molson Coors Cayman Company
|
|
Cayman Islands
|
|
||||||||||||||
Molson Coors European Holdco Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Lux 2
|
|
Luxembourg
|
|
||||||||||||||
Molson Coors Netherlands B.V. f/k/a Starbev Netherlands B.V.
|
|
Netherlands
|
|
||||||||||||||
Pivovary Staropramen s.r.o. f/k/a Molson Coors Czech s.r.o.
|
|
Czech Republic
|
|
||||||||||||||
MC Holding Company LLC
|
|
Colorado
|
|
||||||||||||||
MillerCoors LLC
|
|
Delaware
|
|
||||||||||||||
MillerCoors Holdings LLC
|
|
Colorado
|
|
||||||||||||||
Jacob Leinenkugel Brewing Co., LLC
|
|
Wisconsin
|
|
1.
|
I have reviewed this annual report on Form 10-K of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 14, 2017
|
/s/ MARK R. HUNTER
Mark R. Hunter
President & Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 14, 2017
|
/s/ TRACEY I. JOUBERT
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
|
a)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
b)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ MARK R. HUNTER
Mark R. Hunter
President & Chief Executive Officer
(Principal Executive Officer)
February 14, 2017
|
|
|
|
|
|
/s/ TRACEY I. JOUBERT
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
February 14, 2017
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
|
$
|
6,987.2
|
|
|
$
|
8,822.2
|
|
|
$
|
8,990.4
|
|
Excise taxes
|
|
(861.8
|
)
|
|
(1,096.7
|
)
|
|
(1,142.0
|
)
|
|||
Net sales
|
|
6,125.4
|
|
|
7,725.5
|
|
|
7,848.4
|
|
|||
Cost of goods sold
|
|
(3,457.4
|
)
|
|
(4,547.5
|
)
|
|
(4,743.8
|
)
|
|||
Gross profit
|
|
2,668.0
|
|
|
3,178.0
|
|
|
3,104.6
|
|
|||
Marketing, general and administrative expenses
|
|
(1,413.2
|
)
|
|
(1,828.7
|
)
|
|
(1,755.9
|
)
|
|||
Special items
|
|
(85.6
|
)
|
|
(110.1
|
)
|
|
(1.4
|
)
|
|||
Operating income
|
|
1,169.2
|
|
|
1,239.2
|
|
|
1,347.3
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(1.4
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|||
Other income, net
|
|
3.7
|
|
|
5.7
|
|
|
5.5
|
|
|||
Total other income
|
|
2.3
|
|
|
4.1
|
|
|
4.4
|
|
|||
Income before income taxes
|
|
1,171.5
|
|
|
1,243.3
|
|
|
1,351.7
|
|
|||
Income taxes
|
|
(3.3
|
)
|
|
(4.7
|
)
|
|
(6.1
|
)
|
|||
Net income
|
|
1,168.2
|
|
|
1,238.6
|
|
|
1,345.6
|
|
|||
Net income attributable to noncontrolling interests
|
|
(11.0
|
)
|
|
(20.8
|
)
|
|
(19.4
|
)
|
|||
Net income attributable to MillerCoors LLC
|
|
$
|
1,157.2
|
|
|
$
|
1,217.8
|
|
|
$
|
1,326.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivative instruments
|
|
$
|
42.6
|
|
|
$
|
(130.7
|
)
|
|
$
|
(8.0
|
)
|
Reclassification adjustment on derivative instruments
|
|
45.8
|
|
|
41.1
|
|
|
28.3
|
|
|||
Pension and other postretirement benefit adjustments
|
|
15.9
|
|
|
115.3
|
|
|
(345.1
|
)
|
|||
Amortization of net prior service credits and net actuarial losses
|
|
30.1
|
|
|
89.6
|
|
|
30.7
|
|
|||
Other comprehensive income (loss)
|
|
134.4
|
|
|
115.3
|
|
|
(294.1
|
)
|
|||
Comprehensive income
|
|
$
|
1,291.6
|
|
|
$
|
1,333.1
|
|
|
$
|
1,032.1
|
|
|
|
As of October 10
|
|
As of December 31
|
||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
39.0
|
|
|
$
|
15.6
|
|
Accounts receivable, net
|
|
370.6
|
|
|
212.5
|
|
||
Due from affiliates
|
|
23.2
|
|
|
27.4
|
|
||
Inventories, net
|
|
463.9
|
|
|
487.9
|
|
||
Derivative financial instruments
|
|
2.3
|
|
|
0.5
|
|
||
Prepaid assets
|
|
78.9
|
|
|
56.6
|
|
||
Total current assets
|
|
977.9
|
|
|
800.5
|
|
||
Property, plant and equipment, net
|
|
2,875.0
|
|
|
2,884.1
|
|
||
Goodwill
|
|
4,482.9
|
|
|
4,360.1
|
|
||
Other intangible assets, net
|
|
1,834.5
|
|
|
1,810.5
|
|
||
Derivative financial instruments
|
|
8.2
|
|
|
—
|
|
||
Other assets
|
|
47.2
|
|
|
44.8
|
|
||
Total assets
|
|
$
|
10,225.7
|
|
|
$
|
9,900.0
|
|
Liabilities and Shareholders' Investment
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and other current liabilities (includes affiliate payable amounts of $10.1 and $7.6, respectively)
|
|
$
|
1,140.8
|
|
|
$
|
1,180.1
|
|
Total current liabilities
|
|
1,140.8
|
|
|
1,180.1
|
|
||
Pension and postretirement benefits
|
|
1,009.7
|
|
|
1,163.2
|
|
||
Derivative financial instruments
|
|
13.5
|
|
|
65.7
|
|
||
Other liabilities
|
|
221.5
|
|
|
178.1
|
|
||
Total liabilities
|
|
2,385.5
|
|
|
2,587.1
|
|
||
Interest attributable to shareholders:
|
|
|
|
|
||||
Capital stock (840,000 Class A shares and 160,000 Class B shares)
|
|
—
|
|
|
—
|
|
||
Shareholders' capital
|
|
8,913.6
|
|
|
8,518.5
|
|
||
Retained earnings
|
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
|
(1,091.3
|
)
|
|
(1,225.7
|
)
|
||
Total interest attributable to shareholders
|
|
7,822.3
|
|
|
7,292.8
|
|
||
Noncontrolling interest
|
|
17.9
|
|
|
20.1
|
|
||
Total shareholders' investment
|
|
7,840.2
|
|
|
7,312.9
|
|
||
Total liabilities and shareholders' investment
|
|
$
|
10,225.7
|
|
|
$
|
9,900.0
|
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,168.2
|
|
|
$
|
1,238.6
|
|
|
$
|
1,345.6
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
360.5
|
|
|
358.4
|
|
|
311.1
|
|
|||
Share-based compensation
|
|
4.1
|
|
|
6.0
|
|
|
0.4
|
|
|||
Loss on disposal of property, plant and equipment
|
|
7.9
|
|
|
19.8
|
|
|
5.8
|
|
|||
Other
|
|
(21.1
|
)
|
|
(5.8
|
)
|
|
(1.3
|
)
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(152.4
|
)
|
|
(3.6
|
)
|
|
19.8
|
|
|||
Inventories
|
|
29.2
|
|
|
4.9
|
|
|
(26.0
|
)
|
|||
Prepaid and other assets
|
|
(27.4
|
)
|
|
1.1
|
|
|
2.4
|
|
|||
Payables and accruals
|
|
(15.0
|
)
|
|
64.0
|
|
|
100.8
|
|
|||
Derivative financial instruments
|
|
(31.0
|
)
|
|
(7.9
|
)
|
|
30.1
|
|
|||
Other liabilities
|
|
(96.6
|
)
|
|
(8.4
|
)
|
|
(44.6
|
)
|
|||
Net cash provided by operating activities
|
|
1,226.4
|
|
|
1,667.1
|
|
|
1,744.1
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
(274.5
|
)
|
|
(377.7
|
)
|
|
(401.1
|
)
|
|||
Proceeds from sale of assets
|
|
7.8
|
|
|
8.6
|
|
|
3.6
|
|
|||
Acquisition of businesses, net of cash acquired
|
|
(134.9
|
)
|
|
(45.1
|
)
|
|
—
|
|
|||
Other
|
|
(0.2
|
)
|
|
9.3
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(401.8
|
)
|
|
(404.9
|
)
|
|
(397.5
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net contributions and distributions to shareholders
|
|
(766.2
|
)
|
|
(1,225.4
|
)
|
|
(1,324.1
|
)
|
|||
Payments on debt
|
|
(14.4
|
)
|
|
(2.6
|
)
|
|
(8.9
|
)
|
|||
Net contributions and distributions to noncontrolling interests
|
|
(13.2
|
)
|
|
(24.2
|
)
|
|
(16.6
|
)
|
|||
Other
|
|
(7.4
|
)
|
|
(3.7
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(801.2
|
)
|
|
(1,255.9
|
)
|
|
(1,349.6
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
23.4
|
|
|
6.3
|
|
|
(3.0
|
)
|
|||
Balance of cash and cash equivalents at beginning of period
|
|
15.6
|
|
|
9.3
|
|
|
12.3
|
|
|||
Balance of cash and cash equivalents at end of period
|
|
$
|
39.0
|
|
|
$
|
15.6
|
|
|
$
|
9.3
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Income taxes paid
|
|
5.8
|
|
|
6.0
|
|
|
6.3
|
|
|
|
Capital
stock
|
|
Shareholders'
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
loss
|
|
Noncontrolling
interest
|
|
Total
shareholders'
investment
|
||||||||||||
Balance as of
December 31, 2013 |
|
$
|
—
|
|
|
$
|
8,517.6
|
|
|
$
|
—
|
|
|
$
|
(1,046.9
|
)
|
|
$
|
20.7
|
|
|
$
|
7,491.4
|
|
Share-based compensation
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294.1
|
)
|
|
—
|
|
|
(294.1
|
)
|
||||||
Net contributions (distributions)
|
|
—
|
|
|
2.1
|
|
|
(1,326.2
|
)
|
|
—
|
|
|
(16.6
|
)
|
|
(1,340.7
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
1,326.2
|
|
|
—
|
|
|
19.4
|
|
|
1,345.6
|
|
||||||
Balance as of
December 31, 2014 |
|
$
|
—
|
|
|
$
|
8,520.1
|
|
|
$
|
—
|
|
|
$
|
(1,341.0
|
)
|
|
$
|
23.5
|
|
|
$
|
7,202.6
|
|
Share-based compensation
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115.3
|
|
|
—
|
|
|
115.3
|
|
||||||
Net contributions (distributions)
|
|
—
|
|
|
(7.6
|
)
|
|
(1,217.8
|
)
|
|
—
|
|
|
(24.2
|
)
|
|
(1,249.6
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
1,217.8
|
|
|
—
|
|
|
20.8
|
|
|
1,238.6
|
|
||||||
Balance as of
December 31, 2015 |
|
$
|
—
|
|
|
$
|
8,518.5
|
|
|
$
|
—
|
|
|
$
|
(1,225.7
|
)
|
|
$
|
20.1
|
|
|
$
|
7,312.9
|
|
Share-based compensation
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134.4
|
|
|
—
|
|
|
134.4
|
|
||||||
Net contributions (distributions)
|
|
—
|
|
|
391.0
|
|
|
(1,157.2
|
)
|
|
—
|
|
|
(13.2
|
)
|
|
(779.4
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
1,157.2
|
|
|
—
|
|
|
11.0
|
|
|
1,168.2
|
|
||||||
Balance as of
October 10, 2016 |
|
$
|
—
|
|
|
$
|
8,913.6
|
|
|
$
|
—
|
|
|
$
|
(1,091.3
|
)
|
|
$
|
17.9
|
|
|
$
|
7,840.2
|
|
•
|
infrequent or unusual items,
|
•
|
impairment or asset abandonment-related losses,
|
•
|
restructuring charges and other atypical employee-related costs, or
|
•
|
gains (losses) on disposal of investments.
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Restructuring charges
|
|
$
|
14.0
|
|
|
$
|
4.0
|
|
|
$
|
1.4
|
|
Accelerated depreciation and asset write-offs
|
|
105.8
|
|
|
63.7
|
|
|
—
|
|
|||
Postretirement medical benefit curtailment gain
|
|
(25.7
|
)
|
|
—
|
|
|
—
|
|
|||
Pension settlement loss
|
|
—
|
|
|
42.4
|
|
|
—
|
|
|||
Investment remeasurement gain
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
85.6
|
|
|
$
|
110.1
|
|
|
$
|
1.4
|
|
|
|
Severance
costs
|
|
Contract
termination
costs
|
|
Total
costs
|
||||||
|
|
(In millions)
|
||||||||||
Balance as of December 31, 2013
|
|
$
|
9.8
|
|
|
$
|
0.4
|
|
|
$
|
10.2
|
|
Charges incurred
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||
Payments made
|
|
(7.8
|
)
|
|
(0.1
|
)
|
|
(7.9
|
)
|
|||
Balance as of December 31, 2014
|
|
$
|
2.4
|
|
|
$
|
0.3
|
|
|
$
|
2.7
|
|
Charges incurred
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||
Payments made
|
|
(2.6
|
)
|
|
(0.1
|
)
|
|
(2.7
|
)
|
|||
Balance as of December 31, 2015
|
|
$
|
3.8
|
|
|
$
|
0.2
|
|
|
$
|
4.0
|
|
Charges incurred
|
|
8.5
|
|
|
—
|
|
|
8.5
|
|
|||
Payments made
|
|
(5.4
|
)
|
|
(0.1
|
)
|
|
(5.5
|
)
|
|||
Balance as of October 10, 2016
|
|
$
|
6.9
|
|
|
$
|
0.1
|
|
|
$
|
7.0
|
|
|
|
As of October 10
|
|
As of December 31
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Raw materials
|
|
$
|
255.8
|
|
|
$
|
294.9
|
|
Work in process
|
|
68.5
|
|
|
70.8
|
|
||
Finished goods
|
|
92.6
|
|
|
79.7
|
|
||
Spare parts
|
|
47.8
|
|
|
47.3
|
|
||
Other inventories
|
|
16.9
|
|
|
14.4
|
|
||
Total gross inventories
|
|
$
|
481.6
|
|
|
$
|
507.1
|
|
Inventory reserves
|
|
(17.7
|
)
|
|
(19.2
|
)
|
||
Total inventories, net
|
|
$
|
463.9
|
|
|
$
|
487.9
|
|
|
|
As of October 10
|
|
As of December 31
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Land and improvements
|
|
$
|
240.0
|
|
|
$
|
227.1
|
|
Buildings and improvements
|
|
1,026.1
|
|
|
989.6
|
|
||
Machinery and equipment
|
|
4,840.9
|
|
|
4,664.3
|
|
||
Capitalized software
|
|
376.0
|
|
|
409.8
|
|
||
Containers
|
|
177.8
|
|
|
189.4
|
|
||
Construction in progress
|
|
273.3
|
|
|
320.5
|
|
||
Total property, plant and equipment at cost
|
|
$
|
6,934.1
|
|
|
$
|
6,800.7
|
|
Less: accumulated depreciation
|
|
(4,059.1
|
)
|
|
(3,916.6
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
2,875.0
|
|
|
$
|
2,884.1
|
|
|
|
As of October 10, 2016
|
||||||||||||
|
|
Useful life
|
|
Cost
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Brands
|
|
8-40
|
|
$
|
2,237.1
|
|
|
$
|
(517.9
|
)
|
|
$
|
1,719.2
|
|
Distribution network
|
|
29
|
|
85.0
|
|
|
(41.0
|
)
|
|
44.0
|
|
|||
Contract brewing
|
|
8
|
|
35.0
|
|
|
(35.0
|
)
|
|
—
|
|
|||
Patents
|
|
16
|
|
22.0
|
|
|
(19.2
|
)
|
|
2.8
|
|
|||
Distribution rights
|
|
15-29
|
|
96.8
|
|
|
(32.7
|
)
|
|
64.1
|
|
|||
Other
|
|
15-39
|
|
13.7
|
|
|
(9.3
|
)
|
|
4.4
|
|
|||
Total
|
|
|
|
$
|
2,489.6
|
|
|
$
|
(655.1
|
)
|
|
$
|
1,834.5
|
|
|
|
As of December 31, 2015
|
||||||||||||
|
|
Useful life
|
|
Cost
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Brands
|
|
8-40
|
|
$
|
2,157.0
|
|
|
$
|
(469.7
|
)
|
|
$
|
1,687.3
|
|
Distribution network
|
|
29
|
|
85.0
|
|
|
(38.7
|
)
|
|
46.3
|
|
|||
Contract brewing
|
|
8
|
|
35.0
|
|
|
(35.0
|
)
|
|
—
|
|
|||
Patents
|
|
16
|
|
22.0
|
|
|
(18.2
|
)
|
|
3.8
|
|
|||
Distribution rights
|
|
15-29
|
|
97.9
|
|
|
(29.6
|
)
|
|
68.3
|
|
|||
Other
|
|
15-39
|
|
13.7
|
|
|
(8.9
|
)
|
|
4.8
|
|
|||
Total
|
|
|
|
$
|
2,410.6
|
|
|
$
|
(600.1
|
)
|
|
$
|
1,810.5
|
|
|
Amount
|
||
|
(In millions)
|
||
2016-remaining
|
$
|
17.3
|
|
2017
|
78.0
|
|
|
2018
|
77.6
|
|
|
2019
|
76.5
|
|
|
2020
|
76.5
|
|
|
2021
|
76.5
|
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or
|
|
|
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
|
|
|
Inputs other than quoted prices that are observable for the asset or liability
|
Level 3
|
|
Unobservable inputs for the asset or liability
|
|
|
Fair value measurements as of October 10, 2016
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commodity derivative assets
|
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
Commodity derivative liabilities
|
|
(35.8
|
)
|
|
—
|
|
|
(35.8
|
)
|
|
—
|
|
||||
Foreign exchange liabilities
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(25.4
|
)
|
|
$
|
—
|
|
|
$
|
(25.4
|
)
|
|
$
|
—
|
|
|
|
Fair value measurements as of December 31, 2015
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commodity derivative assets
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
Commodity derivative liabilities
|
|
(144.8
|
)
|
|
—
|
|
|
(144.8
|
)
|
|
—
|
|
||||
Foreign exchange liabilities
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(144.8
|
)
|
|
$
|
—
|
|
|
$
|
(144.8
|
)
|
|
$
|
—
|
|
|
|
Offsetting of derivative assets as of October 10, 2016
|
||||||||||
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of assets presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
18.0
|
|
|
$
|
(7.5
|
)
|
|
$
|
10.5
|
|
Total
|
|
$
|
18.0
|
|
|
$
|
(7.5
|
)
|
|
$
|
10.5
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
Offsetting of derivative liabilities as of October 10, 2016
|
||||||||||
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
43.4
|
|
|
$
|
(7.5
|
)
|
|
$
|
35.9
|
|
Total
|
|
$
|
43.4
|
|
|
$
|
(7.5
|
)
|
|
$
|
35.9
|
|
|
|
Offsetting of derivative assets as of December 31, 2015
|
||||||||||
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of assets presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Total
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
Offsetting of derivative liabilities as of December 31, 2015
|
||||||||||
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the consolidated balance sheets
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
||||||
|
|
(In millions)
|
||||||||||
Description
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
148.9
|
|
|
$
|
(3.6
|
)
|
|
$
|
145.3
|
|
Total
|
|
$
|
148.9
|
|
|
$
|
(3.6
|
)
|
|
$
|
145.3
|
|
|
|
Fair value as of October 10
|
|
Fair value as of December 31
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
1.1
|
|
|
$
|
(21.0
|
)
|
|
$
|
0.5
|
|
|
$
|
(63.3
|
)
|
Noncurrent:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
5.8
|
|
|
(13.5
|
)
|
|
—
|
|
|
(61.2
|
)
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
6.9
|
|
|
$
|
(34.5
|
)
|
|
$
|
0.5
|
|
|
$
|
(124.5
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
1.2
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(15.8
|
)
|
Foreign exchange contracts
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Noncurrent:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
3.6
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(20.8
|
)
|
Total derivatives
|
|
$
|
10.5
|
|
|
$
|
(35.9
|
)
|
|
$
|
0.5
|
|
|
$
|
(145.3
|
)
|
|
|
For the period January 1 through October 10, 2016
|
||||||||||||||
|
|
Net gain (loss)
recognized in OCI
on derivative
(Effective portion) |
|
Net gain (loss) reclassified
from AOCI into income
(Effective portion) |
|
Net gain (loss) recorded in income
(Ineffective portion)
|
||||||||||
|
|
Amount
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
|
|
(In millions)
|
||||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
$
|
42.6
|
|
|
Cost of goods sold
|
|
$
|
(45.8
|
)
|
|
Cost of goods sold
|
|
$
|
3.8
|
|
Total
|
|
$
|
42.6
|
|
|
|
|
$
|
(45.8
|
)
|
|
|
|
$
|
3.8
|
|
|
|
For the year ended December 31, 2015
|
||||||||||||||
|
|
Net gain (loss)
recognized in OCI
on derivative
(Effective portion) |
|
Net gain (loss) reclassified
from AOCI into income
(Effective portion) |
|
Net gain (loss) recorded in income
(Ineffective portion)
|
||||||||||
|
|
Amount
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
|
|
(In millions)
|
||||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
$
|
(130.7
|
)
|
|
Cost of goods sold
|
|
$
|
(41.1
|
)
|
|
Cost of goods sold
|
|
$
|
5.3
|
|
Total
|
|
$
|
(130.7
|
)
|
|
|
|
$
|
(41.1
|
)
|
|
|
|
$
|
5.3
|
|
|
|
For the year ended December 31, 2014
|
||||||||||||||
|
|
Net gain (loss)
recognized in OCI
on derivative
(Effective portion) |
|
Net gain (loss) reclassified
from AOCI into income
(Effective portion) |
|
Net gain (loss) recorded in income
(Ineffective portion)
|
||||||||||
|
|
Amount
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
|
|
(In millions)
|
||||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
$
|
(8.0
|
)
|
|
Cost of goods sold
|
|
$
|
(28.3
|
)
|
|
Cost of goods sold
|
|
$
|
(18.9
|
)
|
Total
|
|
$
|
(8.0
|
)
|
|
|
|
$
|
(28.3
|
)
|
|
|
|
$
|
(18.9
|
)
|
|
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
Location of
net gain (loss) recognized
in income on derivative
|
|
Amount of
net gain (loss) recognized
in income on derivative
|
|
Amount of
net gain (loss) recognized
in income on derivative
|
|
Amount of
net gain (loss) recognized
in income on derivative
|
||||||
|
|
|
|
(In millions)
|
||||||||||
Derivatives not in hedging relationship:
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
10.4
|
|
|
$
|
(20.4
|
)
|
|
$
|
(14.9
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
0.2
|
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|||
Total
|
|
|
|
$
|
10.6
|
|
|
$
|
(21.6
|
)
|
|
$
|
(16.4
|
)
|
|
|
As of October 10
|
|
As of December 31
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Accumulated benefit obligation
|
|
$
|
3,027.5
|
|
|
$
|
2,855.6
|
|
Change in projected benefit obligation:
|
|
|
|
|
||||
Projected benefit obligation, beginning of period
|
|
$
|
2,873.4
|
|
|
$
|
3,199.6
|
|
Settlements
|
|
(1.1
|
)
|
|
(122.0
|
)
|
||
Service cost
|
|
0.2
|
|
|
0.3
|
|
||
Interest cost
|
|
84.1
|
|
|
114.0
|
|
||
Actuarial loss/(gain)
|
|
221.5
|
|
|
(161.4
|
)
|
||
Benefits paid
|
|
(132.3
|
)
|
|
(157.1
|
)
|
||
Projected benefit obligation, end of period
|
|
$
|
3,045.8
|
|
|
$
|
2,873.4
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning of period
|
|
$
|
2,422.4
|
|
|
$
|
2,629.4
|
|
Settlements
|
|
(1.1
|
)
|
|
(122.0
|
)
|
||
Actual return/(loss) on plan assets
|
|
338.3
|
|
|
(28.8
|
)
|
||
Employer contributions
|
|
102.2
|
|
|
110.4
|
|
||
Administrative expenses
|
|
(5.9
|
)
|
|
(9.5
|
)
|
||
Benefits paid
|
|
(132.3
|
)
|
|
(157.1
|
)
|
||
Fair value of plan assets, end of period
|
|
$
|
2,723.6
|
|
|
$
|
2,422.4
|
|
Funded status at end of period:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(3,045.8
|
)
|
|
$
|
(2,873.4
|
)
|
Fair value of plan assets
|
|
2,723.6
|
|
|
2,422.4
|
|
||
Funded status—underfunded
|
|
$
|
(322.2
|
)
|
|
$
|
(451.0
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(2.6
|
)
|
|
$
|
(2.2
|
)
|
Noncurrent liabilities
|
|
(319.6
|
)
|
|
(448.8
|
)
|
||
Total
|
|
$
|
(322.2
|
)
|
|
$
|
(451.0
|
)
|
Amounts included in accumulated other comprehensive (income) loss:
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
985.6
|
|
|
$
|
1,028.6
|
|
Net prior service cost
|
|
0.1
|
|
|
0.2
|
|
||
Total
|
|
$
|
985.7
|
|
|
$
|
1,028.8
|
|
|
|
As of October 10
|
|
As of December 31
|
||||||||
|
|
2016
|
|
2015
|
||||||||
|
|
Target
allocation
|
|
Actual
allocation
|
|
Target
allocation
|
|
Actual
allocation
|
||||
Equity securities
|
|
19
|
%
|
|
20
|
%
|
|
19
|
%
|
|
18
|
%
|
Fixed income securities
1
|
|
81
|
%
|
|
80
|
%
|
|
81
|
%
|
|
82
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
||||
1
Includes cash held in short term investment funds.
|
|
|
|
|
|
|
|
|
Manager
|
|
Fund Name
|
|
Sector
|
|
% of Total Portfolio
|
|
Prudential
|
|
US Long Duration Corp Bond Fd J
|
|
Long Duration Fixed Income
|
|
13.9
|
%
|
SSgA
|
|
Russell 1000 Index Fund
|
|
US Large Cap Equity
|
|
6.8
|
%
|
Marathon
|
|
Marathon-London Group Trust
|
|
EAFE Equity - Active
|
|
4.4
|
%
|
Cambiar
|
|
Cambiar Intl Equity Collective Investment Trust
|
|
EAFE Equity - Active
|
|
2.9
|
%
|
Robeco
|
|
Global EM Equity II Fund
|
|
Emerging Mkts Equity
|
|
2.5
|
%
|
Wellington
|
|
JPM PAG EM Debt Fund
|
|
Emerging Mkts Debt
|
|
2.1
|
%
|
Fisher
|
|
Fisher Investments EM Equity Collective Fund
|
|
Emerging Mkts Equity
|
|
1.4
|
%
|
Wellington
|
|
WTC-CIF II PGA Core High Yield Bond Fund
|
|
Fixed Income
|
|
1.2
|
%
|
Investec
|
|
Investec EM Local Currency Dynamic Debt Fund LLC
|
|
Emerging Mkts Debt
|
|
0.9
|
%
|
Total
|
|
|
|
|
|
36.1
|
%
|
|
|
Fair value measurements as of October 10, 2016
|
||||||||||||||
|
|
Total
|
|
Quoted prices in active markets
(Level 1) |
|
Significant observable inputs
(Level 2) |
|
Significant unobservable inputs
(Level 3) |
||||||||
|
|
(In millions)
|
||||||||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
$
|
202.3
|
|
|
$
|
202.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
|
(3.7
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
|
64.3
|
|
|
64.3
|
|
|
—
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
||||||||
Government securities
|
|
645.9
|
|
|
—
|
|
|
645.9
|
|
|
—
|
|
||||
Corporate securities
|
|
724.7
|
|
|
—
|
|
|
724.7
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
Collateralized debt securities
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
|
52.3
|
|
|
52.3
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|
|||||||
Bond fund limited partnership
|
|
45.8
|
|
|
—
|
|
|
—
|
|
|
45.8
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
|
$
|
1,740.8
|
|
|
$
|
315.2
|
|
|
$
|
1,379.8
|
|
|
$
|
45.8
|
|
|
|
|
||
|
|
Total as of October 10, 2016
|
||
|
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
|
$
|
1,740.8
|
|
Fair value of investments using NAV per share practical expedient
|
|
|
||
Debt funds
|
|
491.3
|
|
|
Equity funds
|
|
491.5
|
|
|
Total fair value of plan assets
|
|
$
|
2,723.6
|
|
|
|
Fair value measurements as of December 31, 2015
1
|
||||||||||||||
|
|
Total
|
|
Quoted prices in active markets
(Level 1) |
|
Significant observable inputs
(Level 2) |
|
Significant unobservable inputs
(Level 3) |
||||||||
|
|
(In millions)
|
||||||||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
214.7
|
|
|
$
|
214.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
|
(15.8
|
)
|
|
(15.8
|
)
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
|
65.9
|
|
|
65.9
|
|
|
—
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
||||||||
Government securities
|
|
611.7
|
|
|
—
|
|
|
611.7
|
|
|
—
|
|
||||
Corporate securities
|
|
616.2
|
|
|
—
|
|
|
616.2
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
||||
Collateralized debt securities
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
||||||||
Common stock
|
|
41.6
|
|
|
41.6
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
||||||||
Bond fund limited partnership
|
|
41.3
|
|
|
—
|
|
|
—
|
|
|
41.3
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
|
$
|
1,586.7
|
|
|
$
|
306.4
|
|
|
$
|
1,239.0
|
|
|
$
|
41.3
|
|
1
Amounts have been adjusted to reflect the change in presentation for investments using the NAV per share practical expedient and are excluded from the fair value hierarchy and level 3 rollforward. See reconciliation below and Note 1, "Basis of Presentation" for further discussion.
|
|
|
|
||
|
|
Amount
(in millions)
|
||
|
|
|
||
Balance at December 31, 2015
|
|
$
|
41.3
|
|
Total gain or loss (realized/unrealized):
|
|
|
||
Realized gain (loss)
|
|
—
|
|
|
Unrealized gain (loss)
|
|
4.5
|
|
|
Purchases, issuances, settlements
|
|
—
|
|
|
Transfers in (out) of Level 3
|
|
—
|
|
|
Foreign exchange translation gain (loss)
|
|
—
|
|
|
Balance at October 10, 2016
|
|
$
|
45.8
|
|
•
|
Cash and short-term instruments -
Includes cash, trades awaiting settlement, bank deposits, short-term bills and short-term notes. We include these items in Level 1 of this hierarchy, as the values are derived from quoted prices in active markets. Our "trades awaiting settlement" category includes payables and receivables associated with asset purchases and sales that are awaiting final cash settlement as of period end due to the use of trade date accounting for our pension plans assets. These payables and receivables normally settle within a few business days of the purchase or sale of the respective assets. The respective assets are included in or removed from our period end plan assets and categorized in their respective asset categories in the fair value hierarchy above.
|
•
|
Debt securities
- Includes various government and corporate fixed income securities and interest and inflation-linked assets such as bonds and swaps, collateralized securities, and other debt securities. The majority of the plans' fixed income assets trade on "over the counter" exchanges, which provides observable inputs that are the primary data used to determine each individual investment's fair value. We also use independent pricing vendors, as well as matrix pricing techniques. Matrix pricing uses observable data from other similar investments as the primary input to determine the individual security's fair value. Government and corporate fixed income securities are generally classified as Level 2 in the fair value hierarchy as they are valued using observable inputs.
|
•
|
Equities -
Includes publicly traded common and other equity-like holdings, primarily publicly traded common stock and real estate investment trusts. Equity assets are well diversified between international and domestic investments. We consider equities quoted on public exchanges as Level 1 while other assets that are not quoted on public exchanges but valued using significant observable inputs as Level 2 depending on the individual asset's characteristics.
|
•
|
Other -
Includes limited partnerships. Limited partnerships are included in Level 3 as the values are based upon the use of unobservable inputs.
|
•
|
NAV per share practical expedient
- Includes our debt funds, equity funds and real estate fund holdings. The market values for these funds are based on the net asset values multiplied by the number of shares owned.
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Administrative expenses
|
|
6.8
|
|
|
10.7
|
|
|
12.0
|
|
|||
Interest cost
|
|
84.1
|
|
|
114.0
|
|
|
124.5
|
|
|||
Expected return on plan assets
|
|
(102.2
|
)
|
|
(142.8
|
)
|
|
(136.2
|
)
|
|||
Amortization of prior service cost
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Amortization of actuarial loss
|
|
27.4
|
|
|
36.0
|
|
|
29.6
|
|
|||
Settlement losses/termination benefits
|
|
0.4
|
|
|
43.1
|
|
|
—
|
|
|||
Net periodic pension cost
|
|
$
|
16.8
|
|
|
$
|
61.4
|
|
|
$
|
30.3
|
|
|
Amount
|
||
|
(In millions)
|
||
2016-remaining
|
$
|
41.9
|
|
2017
|
196.7
|
|
|
2018
|
179.9
|
|
|
2019
|
180.3
|
|
|
2020
|
180.9
|
|
|
2021
|
180.3
|
|
|
2022-2026
|
873.7
|
|
|
Amount
|
||
|
(In millions)
|
||
Accumulated other comprehensive loss as of December 31, 2014:
|
$
|
1,099.0
|
|
Amortization of prior service cost
|
(0.1
|
)
|
|
Amortization of actuarial loss
|
(36.0
|
)
|
|
Settlement losses
|
(43.1
|
)
|
|
Current period actuarial loss
|
9.0
|
|
|
Accumulated other comprehensive loss as of December 31, 2015:
|
$
|
1,028.8
|
|
Amortization of prior service cost
|
(0.1
|
)
|
|
Amortization of actuarial loss
|
(27.4
|
)
|
|
Settlement losses
|
(0.4
|
)
|
|
Current period actuarial gain
|
(15.2
|
)
|
|
Accumulated other comprehensive loss as of October 10, 2016:
|
$
|
985.7
|
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Components of net periodic postretirement benefit cost:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
8.9
|
|
|
$
|
14.9
|
|
|
$
|
15.2
|
|
Interest cost
|
|
21.1
|
|
|
30.6
|
|
|
31.5
|
|
|||
Amortization of prior service credit
|
|
(5.9
|
)
|
|
(6.6
|
)
|
|
(8.7
|
)
|
|||
Amortization of actuarial loss
|
|
8.1
|
|
|
17.0
|
|
|
9.7
|
|
|||
Curtailment gain
|
|
(25.7
|
)
|
|
—
|
|
|
—
|
|
|||
Net periodic postretirement benefit cost
|
|
$
|
6.5
|
|
|
$
|
55.9
|
|
|
$
|
47.7
|
|
|
|
For the period ended October 10, 2016
|
Discount rate
|
|
3.92%
|
Health care cost trend rate
|
|
Ranging ratable from 7.0%
in 2016 to 5.0% in 2024 |
|
|
For the year ended December 31, 2015
|
Discount rate
|
|
3.67%
|
Health care cost trend rate
|
|
Ranging ratable from 7.0%
in 2015 to 5.0% in 2019 |
|
|
For the year ended December 31, 2014
|
Discount rate
|
|
4.42%
|
Health care cost trend rate
|
|
Ranging ratable from 7.0%
in 2014 to 5.0% in 2018 |
|
|
As of October 10
|
|
As of December 31
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Change in projected benefit obligation:
|
|
|
|
|
||||
Projected benefit obligation, beginning of period
|
|
$
|
759.0
|
|
|
$
|
875.7
|
|
Service cost
|
|
8.9
|
|
|
14.9
|
|
||
Interest cost
|
|
21.1
|
|
|
30.6
|
|
||
Plan amendments
|
|
(13.0
|
)
|
|
(27.2
|
)
|
||
Actuarial loss/(gain)
|
|
1.3
|
|
|
(97.1
|
)
|
||
Benefits paid
|
|
(28.2
|
)
|
|
(37.9
|
)
|
||
Curtailment
|
|
(14.7
|
)
|
|
—
|
|
||
Projected benefit obligation, end of period
|
|
$
|
734.4
|
|
|
$
|
759.0
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning of period
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
28.2
|
|
|
37.9
|
|
||
Benefits paid
|
|
(28.2
|
)
|
|
(37.9
|
)
|
||
Fair value of plan assets, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of period:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(734.4
|
)
|
|
$
|
(759.0
|
)
|
Fair value of plan assets
|
|
—
|
|
|
—
|
|
||
Funded status—unfunded
|
|
$
|
(734.4
|
)
|
|
$
|
(759.0
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(44.3
|
)
|
|
$
|
(44.6
|
)
|
Noncurrent liabilities
|
|
(690.1
|
)
|
|
(714.4
|
)
|
||
Total
|
|
$
|
(734.4
|
)
|
|
$
|
(759.0
|
)
|
Amounts included in accumulated other comprehensive (income) loss:
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
112.7
|
|
|
$
|
119.4
|
|
Prior service credit
|
|
(41.0
|
)
|
|
(44.8
|
)
|
||
Total
|
|
$
|
71.7
|
|
|
$
|
74.6
|
|
|
|
As of October 10, 2016
|
Discount rate
|
|
3.21%
|
Health care cost trend rate
|
|
Ranging ratable from 7.0%
in 2016 to 5.0% in 2025
|
|
|
As of December 31, 2015
|
Discount rate
|
|
3.92%
|
Health care cost trend rate
|
|
Ranging ratable from 7.0%
in 2016 to 5.0% in 2024
|
|
|
1% increase
|
|
1% decrease
|
||||
|
|
(In millions)
|
||||||
Effect on annual total of service and interest cost components of expense
|
|
$
|
4.0
|
|
|
$
|
(3.2
|
)
|
Effect on postretirement benefit obligation
|
|
42.4
|
|
|
(37.5
|
)
|
|
Amount
|
||
|
(In millions)
|
||
2016-remaining
|
$
|
10.1
|
|
2017
|
44.2
|
|
|
2018
|
44.7
|
|
|
2019
|
45.2
|
|
|
2020
|
45.6
|
|
|
2021
|
45.6
|
|
|
2022-2026
|
219.2
|
|
|
Amount
|
||
|
(In millions)
|
||
Accumulated other comprehensive loss as of December 31, 2014:
|
$
|
209.3
|
|
Amortization of prior service credit
|
6.6
|
|
|
Amortization of actuarial loss
|
(17.0
|
)
|
|
Current period actuarial gain
|
(97.1
|
)
|
|
Plan amendments
|
(27.2
|
)
|
|
Accumulated other comprehensive loss as of December 31, 2015:
|
$
|
74.6
|
|
Amortization of prior service credit
|
5.9
|
|
|
Amortization of actuarial loss
|
(8.1
|
)
|
|
Current period actuarial loss
|
1.3
|
|
|
Plan amendments
|
(13.0
|
)
|
|
Curtailment gain
|
11.0
|
|
|
Accumulated other comprehensive loss as of October 10, 2016:
|
$
|
71.7
|
|
|
Number of
shares
|
|
Class A
|
|
|
Miller (nominal value $0.001 per share)
|
420,000
|
|
Coors (nominal value $0.001 per share)
|
420,000
|
|
|
840,000
|
|
Class B
|
|
|
Miller (nominal value $0.001 per share)
|
160,000
|
|
|
|
Gain (loss) on derivative instruments
|
|
Pension and other postretirement benefit adjustments
|
|
Accumulated other comprehensive income (loss)
|
||||||
|
|
(In millions)
|
||||||||||
Balance as of December 31, 2013
|
|
$
|
(53.0
|
)
|
|
$
|
(993.9
|
)
|
|
$
|
(1,046.9
|
)
|
Unrealized loss on derivative instruments
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||
Reclassification of derivative losses to income
|
|
28.3
|
|
|
—
|
|
|
28.3
|
|
|||
Current period actuarial loss
|
|
—
|
|
|
(346.5
|
)
|
|
(346.5
|
)
|
|||
Prior service credit/plan amendments
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
|||
Amortization of net prior service credits and net actuarial losses to income
|
|
—
|
|
|
30.7
|
|
|
30.7
|
|
|||
Net current-period other comprehensive (loss) income
|
|
$
|
20.3
|
|
|
$
|
(314.4
|
)
|
|
$
|
(294.1
|
)
|
Balance as of December 31, 2014
|
|
$
|
(32.7
|
)
|
|
$
|
(1,308.3
|
)
|
|
$
|
(1,341.0
|
)
|
Unrealized loss on derivative instruments
|
|
(130.7
|
)
|
|
—
|
|
|
(130.7
|
)
|
|||
Reclassification of derivative losses to income
|
|
41.1
|
|
|
—
|
|
|
41.1
|
|
|||
Current period actuarial gain
|
|
—
|
|
|
88.1
|
|
|
88.1
|
|
|||
Prior service credit/plan amendments
|
|
—
|
|
|
27.2
|
|
|
27.2
|
|
|||
Amortization of net prior service credits and net actuarial losses to income
|
|
—
|
|
|
89.6
|
|
|
89.6
|
|
|||
Net current-period other comprehensive (loss) income
|
|
$
|
(89.6
|
)
|
|
$
|
204.9
|
|
|
$
|
115.3
|
|
Balance as of December 31, 2015
|
|
$
|
(122.3
|
)
|
|
$
|
(1,103.4
|
)
|
|
$
|
(1,225.7
|
)
|
Unrealized gain on derivative instruments
|
|
42.6
|
|
|
—
|
|
|
42.6
|
|
|||
Reclassification of derivative losses to income
|
|
45.8
|
|
|
—
|
|
|
45.8
|
|
|||
Current period actuarial gain
|
|
—
|
|
|
13.9
|
|
|
13.9
|
|
|||
Prior service credit/plan amendments
|
|
—
|
|
|
13.0
|
|
|
13.0
|
|
|||
Amortization of net prior service credits and net actuarial losses to income
|
|
—
|
|
|
30.1
|
|
|
30.1
|
|
|||
Curtailment gain
|
|
—
|
|
|
(11.0
|
)
|
|
(11.0
|
)
|
|||
Net current-period other comprehensive (loss) income
|
|
$
|
88.4
|
|
|
$
|
46.0
|
|
|
$
|
134.4
|
|
Balance as of October 10, 2016
|
|
$
|
(33.9
|
)
|
|
$
|
(1,057.4
|
)
|
|
$
|
(1,091.3
|
)
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||||||
|
|
(In millions)
|
|
|
||||||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Commodity swaps
|
|
$
|
(45.8
|
)
|
|
$
|
(41.1
|
)
|
|
$
|
(28.3
|
)
|
|
Cost of goods sold
|
Net income (loss) reclassified
|
|
$
|
(45.8
|
)
|
|
$
|
(41.1
|
)
|
|
$
|
(28.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
||||||
Prior service benefit
|
|
$
|
5.8
|
|
|
$
|
6.5
|
|
|
$
|
8.6
|
|
|
(1)
|
Net actuarial (loss)
|
|
(35.5
|
)
|
|
(53.0
|
)
|
|
(39.3
|
)
|
|
(1)
|
|||
Settlement losses
|
|
(0.4
|
)
|
|
(43.1
|
)
|
|
—
|
|
|
(1)
|
|||
Curtailment gain
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|||
Net income (loss) reclassified
|
|
$
|
(19.1
|
)
|
|
$
|
(89.6
|
)
|
|
$
|
(30.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total income (loss) reclassified
|
|
$
|
(64.9
|
)
|
|
$
|
(130.7
|
)
|
|
$
|
(59.0
|
)
|
|
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
To Miller
|
|
$
|
1.6
|
|
|
$
|
2.0
|
|
|
$
|
1.3
|
|
To Molson Coors
|
|
0.9
|
|
|
0.9
|
|
|
1.0
|
|
|||
From Molson Coors
|
|
1.9
|
|
|
2.6
|
|
|
2.4
|
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Sales of beer to Miller Brewing International
|
|
$
|
58.6
|
|
|
$
|
89.5
|
|
|
$
|
86.3
|
|
Sales of beer to Molson Coors
|
|
32.0
|
|
|
43.2
|
|
|
37.3
|
|
|||
Purchases of beer from Molson Coors
|
|
7.5
|
|
|
11.7
|
|
|
13.1
|
|
|||
Purchases of beer from SABMiller
|
|
25.9
|
|
|
32.4
|
|
|
34.5
|
|
|||
Royalties to SABMiller
|
|
13.2
|
|
|
16.0
|
|
|
11.7
|
|
|||
Sales of hops to SABMiller
|
|
4.2
|
|
|
4.3
|
|
|
4.1
|
|
|
|
As of October 10
|
|
As of December 31
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
SABMiller and subsidiaries
|
|
$
|
13.3
|
|
|
$
|
18.2
|
|
Molson Coors and subsidiaries
|
|
9.9
|
|
|
9.2
|
|
||
Total
|
|
$
|
23.2
|
|
|
$
|
27.4
|
|
|
|
As of October 10
|
|
As of December 31
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
SABMiller and subsidiaries
|
|
$
|
8.2
|
|
|
$
|
6.0
|
|
Molson Coors and subsidiaries
|
|
1.9
|
|
|
1.6
|
|
||
Total
|
|
$
|
10.1
|
|
|
$
|
7.6
|
|
|
Amount
|
||
|
(In millions)
|
||
2016-remaining
|
$
|
4.4
|
|
2017
|
20.6
|
|
|
2018
|
18.7
|
|
|
2019
|
15.6
|
|
|
2020
|
12.6
|
|
|
2021
|
10.0
|
|
|
Thereafter
|
17.2
|
|
|
Total
|
$
|
99.1
|
|
|
Amount
|
||
|
(In millions)
|
||
2016-remaining
|
$
|
47.8
|
|
2017
|
36.8
|
|
|
2018
|
36.3
|
|
|
2019
|
12.9
|
|
|
2020
|
7.2
|
|
|
2021
|
5.6
|
|
|
Thereafter
|
0.1
|
|
|
Total
|
$
|
146.7
|
|
|
Amount
|
||
|
(In millions)
|
||
2016-remaining
|
$
|
18.5
|
|
2017
|
125.0
|
|
|
2018
|
87.5
|
|
|
2019
|
56.9
|
|
|
2020
|
41.5
|
|
|
2021
|
17.2
|
|
|
Thereafter
|
49.9
|
|
|
Total
|
$
|
396.5
|
|
|
|
As of October 10
|
|
As of December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Shares issued during the period
|
|
1,010,501
|
|
|
921,453
|
|
|
1,641,596
|
|
|||
Unvested shares
|
|
2,927,923
|
|
|
2,092,933
|
|
|
3,086,569
|
|
|||
Weighted-average fair value (per share)
|
|
$
|
16.05
|
|
|
$
|
14.99
|
|
|
$
|
14.38
|
|
|
|
For the period January 1 through October 10
|
|
For the years ended December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
SARs
|
|
$
|
1.7
|
|
|
$
|
7.1
|
|
|
$
|
6.5
|
|
Performance shares
|
|
6.1
|
|
|
9.3
|
|
|
8.8
|
|
|||
Total
|
|
$
|
7.8
|
|
|
$
|
16.4
|
|
|
$
|
15.3
|
|
|
|
Shareholder SARs
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected life (in years)
|
|
4.0
|
|
|
6.7
|
|
|
6.4
|
|
|||
Expected volatility
|
|
23.47
|
%
|
|
24.47
|
%
|
|
23.50
|
%
|
|||
Dividend yield
|
|
1.75
|
%
|
|
1.70
|
%
|
|
2.30
|
%
|
|||
Risk-free interest rate
|
|
1.52
|
%
|
|
1.49
|
%
|
|
1.74
|
%
|
|||
Weighted-average fair value (per share)
|
|
$
|
14.22
|
|
|
$
|
13.20
|
|
|
$
|
9.31
|
|
|
|
SARs
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life
|
|
Aggregate intrinsic value
|
||||||
|
|
|
|
(Per share)
|
|
(Years)
|
|
(In millions)
|
||||||
MillerCoors SARs
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2015
|
|
1,948,452
|
|
|
$
|
10.74
|
|
|
5.2
|
|
|
$
|
8.3
|
|
Granted
|
|
—
|
|
|
|
|
|
|
|
|||||
Exercised
|
|
(744,484
|
)
|
|
10.70
|
|
|
|
|
|
||||
Forfeited
|
|
—
|
|
|
|
|
|
|
|
|||||
As of October 10, 2016
|
|
1,203,968
|
|
|
$
|
10.77
|
|
|
4.6
|
|
|
$
|
6.4
|
|
|
|
|
|
|
|
|
|
|
||||||
Shareholder SARs
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2015
|
|
568,561
|
|
|
$
|
49.99
|
|
|
8.0
|
|
|
$
|
15.0
|
|
Granted
|
|
75,287
|
|
|
84.14
|
|
|
|
|
|
||||
Exercised
|
|
(201,702
|
)
|
|
45.42
|
|
|
|
|
|
||||
Forfeited
|
|
(52,905
|
)
|
|
49.38
|
|
|
|
|
|
||||
As of October 10, 2016
|
|
389,241
|
|
|
$
|
55.98
|
|
|
7.8
|
|
|
$
|
13.6
|
|
|
|
SARs
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life
|
|
Aggregate intrinsic value
|
||||||
|
|
|
|
(Per share)
|
|
(Years)
|
|
(In millions)
|
||||||
MillerCoors SARs
|
|
|
|
|
|
|
|
|
||||||
SARs exercisable
|
|
|
|
|
|
|
|
|
||||||
October 10, 2016
|
|
1,203,968
|
|
|
$
|
10.77
|
|
|
4.6
|
|
|
$
|
6.4
|
|
December 31, 2015
|
|
1,948,452
|
|
|
$
|
10.74
|
|
|
5.2
|
|
|
$
|
8.3
|
|
SARs unvested
|
|
|
|
|
|
|
|
|
||||||
October 10, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Shareholder SARs
|
|
|
|
|
|
|
|
|
||||||
SARs exercisable
|
|
|
|
|
|
|
|
|
||||||
October 10, 2016
|
|
185,333
|
|
|
$
|
46.64
|
|
|
7.0
|
|
|
$
|
7.8
|
|
December 31, 2015
|
|
261,963
|
|
|
$
|
46.45
|
|
|
7.5
|
|
|
$
|
7.5
|
|
SARs unvested
|
|
|
|
|
|
|
|
|
||||||
October 10, 2016
|
|
203,908
|
|
|
$
|
64.46
|
|
|
8.5
|
|
|
$
|
5.8
|
|
December 31, 2015
|
|
306,598
|
|
|
$
|
53.02
|
|
|
8.3
|
|
|
$
|
7.5
|
|