|
(Mark One)
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Quarterly period ended March 31, 2017
|
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ______ to ______ .
|
DELAWARE
(State or other jurisdiction of incorporation or organization)
|
|
84-0178360
(I.R.S. Employer Identification No.)
|
1801 California Street, Suite 4600, Denver, Colorado, USA
1555 Notre Dame Street East, Montréal, Québec, Canada
(Address of principal executive offices)
|
|
80202
H2L 2R5
(Zip Code)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
Page
|
|
|
|||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Sales
|
$
|
2,913.8
|
|
|
$
|
950.8
|
|
Excise taxes
|
(465.1
|
)
|
|
(293.6
|
)
|
||
Net sales
|
2,448.7
|
|
|
657.2
|
|
||
Cost of goods sold
|
(1,372.9
|
)
|
|
(414.0
|
)
|
||
Gross profit
|
1,075.8
|
|
|
243.2
|
|
||
Marketing, general and administrative expenses
|
(702.8
|
)
|
|
(250.9
|
)
|
||
Special items, net
|
(3.8
|
)
|
|
108.6
|
|
||
Equity income in MillerCoors
|
—
|
|
|
142.4
|
|
||
Operating income (loss)
|
369.2
|
|
|
243.3
|
|
||
Interest income (expense), net
|
(96.6
|
)
|
|
(47.3
|
)
|
||
Other income (expense), net
|
0.4
|
|
|
(15.3
|
)
|
||
Income (loss) from continuing operations before income taxes
|
273.0
|
|
|
180.7
|
|
||
Income tax benefit (expense)
|
(64.6
|
)
|
|
(16.7
|
)
|
||
Net income (loss) from continuing operations
|
208.4
|
|
|
164.0
|
|
||
Income (loss) from discontinued operations, net of tax
|
(0.6
|
)
|
|
(0.5
|
)
|
||
Net income (loss) including noncontrolling interests
|
207.8
|
|
|
163.5
|
|
||
Net (income) loss attributable to noncontrolling interests
|
(6.5
|
)
|
|
(0.8
|
)
|
||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
201.3
|
|
|
$
|
162.7
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
||||
From continuing operations
|
$
|
0.94
|
|
|
$
|
0.80
|
|
From discontinued operations
|
—
|
|
|
—
|
|
||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.94
|
|
|
$
|
0.80
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
||||
From continuing operations
|
$
|
0.93
|
|
|
$
|
0.80
|
|
From discontinued operations
|
—
|
|
|
—
|
|
||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.93
|
|
|
$
|
0.80
|
|
Weighted-average shares—basic
|
215.0
|
|
|
203.6
|
|
||
Weighted-average shares—diluted
|
216.5
|
|
|
205.1
|
|
||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
201.9
|
|
|
$
|
163.2
|
|
Income (loss) from discontinued operations, net of tax
|
(0.6
|
)
|
|
(0.5
|
)
|
||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
201.3
|
|
|
$
|
162.7
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Net income (loss) including noncontrolling interests
|
$
|
207.8
|
|
|
$
|
163.5
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
81.6
|
|
|
266.9
|
|
||
Unrealized gain (loss) on derivative and non-derivative financial instruments
|
(8.6
|
)
|
|
(19.7
|
)
|
||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(2.4
|
)
|
||
Pension and other postretirement benefit adjustments
|
1.6
|
|
|
—
|
|
||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
7.0
|
|
||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
1.1
|
|
|
4.8
|
|
||
Total other comprehensive income (loss), net of tax
|
75.7
|
|
|
256.6
|
|
||
Comprehensive income (loss)
|
283.5
|
|
|
420.1
|
|
||
Comprehensive (income) loss attributable to noncontrolling interests
|
(6.9
|
)
|
|
(0.4
|
)
|
||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
276.6
|
|
|
$
|
419.7
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT PAR VALUE)
(UNAUDITED)
|
|||||||
|
As of
|
||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
395.0
|
|
|
$
|
560.9
|
|
Accounts receivable, net
|
756.5
|
|
|
669.5
|
|
||
Other receivables, net
|
166.5
|
|
|
135.8
|
|
||
Inventories, net
|
663.5
|
|
|
592.7
|
|
||
Other current assets, net
|
297.7
|
|
|
210.7
|
|
||
Total current assets
|
2,279.2
|
|
|
2,169.6
|
|
||
Properties, net
|
4,528.8
|
|
|
4,507.4
|
|
||
Goodwill
|
8,276.2
|
|
|
8,250.1
|
|
||
Other intangibles, net
|
14,032.6
|
|
|
14,031.9
|
|
||
Other assets
|
426.1
|
|
|
382.5
|
|
||
Total assets
|
$
|
29,542.9
|
|
|
$
|
29,341.5
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities
|
$
|
2,200.5
|
|
|
$
|
2,467.7
|
|
Current portion of long-term debt and short-term borrowings
|
843.0
|
|
|
684.8
|
|
||
Discontinued operations
|
5.2
|
|
|
5.0
|
|
||
Total current liabilities
|
3,048.7
|
|
|
3,157.5
|
|
||
Long-term debt
|
11,443.1
|
|
|
11,387.7
|
|
||
Pension and postretirement benefits
|
1,157.9
|
|
|
1,196.0
|
|
||
Deferred tax liabilities
|
1,762.6
|
|
|
1,699.0
|
|
||
Other liabilities
|
307.2
|
|
|
267.0
|
|
||
Discontinued operations
|
13.1
|
|
|
12.6
|
|
||
Total liabilities
|
17,732.6
|
|
|
17,719.8
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
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: 204.2 shares and 203.7 shares, respectively)
|
2.0
|
|
|
2.0
|
|
||
Class A exchangeable shares, no par value (issued and outstanding: 2.9 shares and 2.9 shares, respectively)
|
108.4
|
|
|
108.1
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 15.1 shares and 15.2 shares, respectively)
|
567.6
|
|
|
571.2
|
|
||
Paid-in capital
|
6,629.9
|
|
|
6,635.3
|
|
||
Retained earnings
|
6,232.0
|
|
|
6,119.0
|
|
||
Accumulated other comprehensive income (loss)
|
(1,470.2
|
)
|
|
(1,545.5
|
)
|
||
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
|
11,598.3
|
|
|
11,418.7
|
|
||
Noncontrolling interests
|
212.0
|
|
|
203.0
|
|
||
Total equity
|
11,810.3
|
|
|
11,621.7
|
|
||
Total liabilities and equity
|
$
|
29,542.9
|
|
|
$
|
29,341.5
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss) including noncontrolling interests
|
$
|
207.8
|
|
|
$
|
163.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
197.1
|
|
|
67.5
|
|
||
Amortization of debt issuance costs and discounts
|
6.5
|
|
|
16.7
|
|
||
Share-based compensation
|
15.5
|
|
|
6.1
|
|
||
(Gain) loss on sale or impairment of properties and other assets, net
|
(4.4
|
)
|
|
(110.1
|
)
|
||
Equity income in MillerCoors
|
—
|
|
|
(142.4
|
)
|
||
Distributions from MillerCoors
|
—
|
|
|
142.4
|
|
||
Equity in net (income) loss of other unconsolidated affiliates
|
7.3
|
|
|
6.5
|
|
||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
(63.0
|
)
|
|
(4.0
|
)
|
||
Income tax (benefit) expense
|
64.6
|
|
|
16.7
|
|
||
Income tax (paid) received
|
(10.9
|
)
|
|
(88.8
|
)
|
||
Interest expense, excluding interest amortization
|
91.7
|
|
|
50.4
|
|
||
Interest paid
|
(120.7
|
)
|
|
(46.9
|
)
|
||
Pension expense (benefit)
|
(7.8
|
)
|
|
2.0
|
|
||
Pension contributions (paid)
|
(36.0
|
)
|
|
(6.7
|
)
|
||
Change in current assets and liabilities (net of impact of business combinations) and other
|
(466.6
|
)
|
|
(161.7
|
)
|
||
(Gain) loss from discontinued operations
|
0.6
|
|
|
0.5
|
|
||
Net cash used in operating activities
|
(118.3
|
)
|
|
(88.3
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to properties
|
(180.0
|
)
|
|
(71.1
|
)
|
||
Proceeds from sales of properties and other assets
|
42.0
|
|
|
2.4
|
|
||
Investment in MillerCoors
|
—
|
|
|
(413.7
|
)
|
||
Return of capital from MillerCoors
|
—
|
|
|
283.4
|
|
||
Other
|
5.9
|
|
|
(6.5
|
)
|
||
Net cash used in investing activities
|
(132.1
|
)
|
|
(205.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, net
|
—
|
|
|
2,526.4
|
|
||
Exercise of stock options under equity compensation plans
|
0.3
|
|
|
4.2
|
|
||
Dividends paid
|
(88.3
|
)
|
|
(88.3
|
)
|
||
Debt issuance costs
|
(3.7
|
)
|
|
(14.2
|
)
|
||
Payments on debt and borrowings
|
(1,501.1
|
)
|
|
(10.3
|
)
|
||
Proceeds on debt and borrowings
|
1,536.0
|
|
|
20.9
|
|
||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
131.0
|
|
|
2.5
|
|
||
Change in overdraft balances and other
|
6.1
|
|
|
17.3
|
|
||
Net cash provided by financing activities
|
80.3
|
|
|
2,458.5
|
|
||
Cash and cash equivalents:
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(170.1
|
)
|
|
2,164.7
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
4.2
|
|
|
7.3
|
|
||
Balance at beginning of year
|
560.9
|
|
|
430.9
|
|
||
Balance at end of period
|
$
|
395.0
|
|
|
$
|
2,602.9
|
|
|
|
|
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, 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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.6
|
)
|
|
21.6
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
6.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
||||||||||
Net income (loss) including noncontrolling interests
|
163.5
|
|
|
162.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
256.6
|
|
|
—
|
|
|
257.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||||||
Issuance of common stock
|
2,525.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,525.3
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(88.3
|
)
|
|
(88.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance at March 31, 2016
|
$
|
9,919.3
|
|
|
$
|
4,570.4
|
|
|
$
|
(1,437.9
|
)
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
(471.4
|
)
|
|
$
|
108.2
|
|
|
$
|
581.4
|
|
|
$
|
6,546.1
|
|
|
$
|
20.5
|
|
|
|
|
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, 2016
|
$
|
11,621.7
|
|
|
$
|
6,119.0
|
|
|
$
|
(1,545.5
|
)
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
(471.4
|
)
|
|
$
|
108.1
|
|
|
$
|
571.2
|
|
|
$
|
6,635.3
|
|
|
$
|
203.0
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(3.6
|
)
|
|
3.3
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
(23.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
14.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.8
|
|
|
—
|
|
||||||||||
Acquisition of business and purchase of noncontrolling interest
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||||||||
Net income (loss) including noncontrolling interests
|
207.8
|
|
|
201.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
75.7
|
|
|
—
|
|
|
75.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||||||
Dividends declared and paid
|
(88.3
|
)
|
|
(88.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance at March 31, 2017
|
$
|
11,810.3
|
|
|
$
|
6,232.0
|
|
|
$
|
(1,470.2
|
)
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
(471.4
|
)
|
|
$
|
108.4
|
|
|
$
|
567.6
|
|
|
$
|
6,629.9
|
|
|
$
|
212.0
|
|
|
Three Months Ended
March 31, 2016
|
||||||
|
As Reported
|
|
As Adjusted
|
||||
|
(In millions)
|
||||||
Unaudited Condensed Consolidated Statements of Operations:
|
|
|
|
||||
Income tax benefit (expense)
|
$
|
(20.6
|
)
|
|
$
|
(16.7
|
)
|
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
158.8
|
|
|
$
|
162.7
|
|
Basic earnings per share
|
$
|
0.78
|
|
|
$
|
0.80
|
|
Diluted earnings per share
|
$
|
0.78
|
|
|
$
|
0.80
|
|
Diluted weighted-average shares outstanding
|
204.8
|
|
|
205.1
|
|
|
Three Months Ended
March 31, 2016
|
||||||
|
As Reported
|
|
As Adjusted
|
||||
|
(In millions)
|
||||||
Unaudited Condensed Consolidated Statements of Cash Flows:
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
(93.4
|
)
|
|
$
|
(88.3
|
)
|
Net cash provided by (used in) financing activities
|
$
|
2,463.6
|
|
|
$
|
2,458.5
|
|
|
As of
|
||||||
|
March 31, 2016
|
||||||
|
As Reported
|
|
As Adjusted
|
||||
|
(In millions)
|
||||||
Unaudited Condensed Consolidated Balance Sheets:
|
|
|
|
||||
Paid-in capital
|
$
|
6,550.0
|
|
|
$
|
6,546.1
|
|
Retained earnings
|
$
|
4,566.5
|
|
|
$
|
4,570.4
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
(In millions)
|
||||||
U.S.
(1)
|
$
|
1,749.9
|
|
|
$
|
—
|
|
Canada
|
291.1
|
|
|
268.0
|
|
||
Europe
|
381.6
|
|
|
358.7
|
|
||
MCI
|
61.8
|
|
|
31.0
|
|
||
Corporate
|
0.3
|
|
|
0.4
|
|
||
Eliminations
(2)
|
(36.0
|
)
|
|
(0.9
|
)
|
||
Consolidated net sales
|
$
|
2,448.7
|
|
|
$
|
657.2
|
|
(1)
|
Prior to
October 11, 2016
, MCBC’s 42% share of MillerCoors' results of operations was reported as equity income in MillerCoors in the unaudited condensed consolidated statements of operations. As a result of the Acquisition, beginning
October 11, 2016
, MillerCoors' results were fully consolidated into MCBC’s consolidated financial statements.
|
(2)
|
Eliminations reflect gross inter-segment sales, purchases, and volumes which are eliminated in the consolidated totals.
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
(In millions)
|
||||||
U.S.
(1)
|
$
|
315.6
|
|
|
$
|
142.4
|
|
Canada
|
23.1
|
|
|
146.6
|
|
||
Europe
(2)
|
30.6
|
|
|
(1.2
|
)
|
||
MCI
|
1.5
|
|
|
(2.3
|
)
|
||
Corporate
|
(97.8
|
)
|
|
(104.8
|
)
|
||
Consolidated income (loss) from continuing operations before income taxes
|
$
|
273.0
|
|
|
$
|
180.7
|
|
(1)
|
Prior to
October 11, 2016
, MCBC’s 42% share of MillerCoors' results of operations was reported as equity income in MillerCoors in the unaudited condensed consolidated statements of operations. As a result of the Acquisition, beginning
October 11, 2016
, MillerCoors' results were fully consolidated into MCBC’s consolidated financial statements.
|
(2)
|
Recently, the largest food and retail company in Croatia, Agrokor, announced it is facing significant financial difficulties that have raised doubt about the collectibility of certain of our outstanding receivables with its direct subsidiaries. These subsidiaries are customers of ours within the Europe segment and, therefore, we are closely monitoring the situation. Specifically, Agrokor has entered into active discussions with local regulators, financial institutions and other creditors to stabilize its business and resume payments to suppliers and others as soon as possible. Our exposure related to Agrokor, as of March 31, 2017, was approximately EUR
18 million
. Based on the facts and circumstances known at this time, we have recorded a provision for an estimate of uncollectible receivables of approximately
$11 million
. Separately, we released an indirect tax loss contingency, which was initially recorded in the fourth quarter of 2016, for a benefit of approximately
$50 million
during the first quarter of 2017; see
Note 16, "Commitments and Contingencies"
for details.
|
|
As of
|
||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
U.S.
|
$
|
19,965.3
|
|
|
$
|
19,844.7
|
|
Canada
|
4,256.6
|
|
|
4,206.8
|
|
||
Europe
|
4,771.1
|
|
|
4,673.7
|
|
||
MCI
|
254.6
|
|
|
255.6
|
|
||
Corporate
|
295.3
|
|
|
360.7
|
|
||
Consolidated total assets
|
$
|
29,542.9
|
|
|
$
|
29,341.5
|
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(in millions)
|
||
Net sales
|
$
|
2,461.4
|
|
Net income from continuing operations attributable to MCBC
|
$
|
257.4
|
|
Net income attributable to MCBC
|
$
|
256.9
|
|
Net income from continuing operations attributable to MCBC per share:
|
|
||
Basic
|
$
|
1.20
|
|
Diluted
|
$
|
1.19
|
|
|
Three Months Ended
|
|
||
|
March 31, 2016
|
|
||
|
(In millions)
|
|
||
Non-recurring charges (benefits)
|
|
Location
|
||
Other transaction-related costs
|
$
|
14.9
|
|
Marketing, general and administrative expenses
|
Bridge loan - amortization of financing costs
|
$
|
18.4
|
|
Other income (expense)
|
Term loan - commitment fee
|
$
|
1.2
|
|
Interest expense, net
|
Swaption - unrealized loss
|
$
|
21.1
|
|
Interest expense, net
|
Interest income earned on money market and fixed rate deposit accounts
|
$
|
(2.5
|
)
|
Interest income, net
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(in millions)
|
||
Net sales
|
$
|
1,816.1
|
|
Cost of goods sold
|
(1,033.0
|
)
|
|
Gross profit
|
$
|
783.1
|
|
Operating income
(1)
|
$
|
336.5
|
|
Net income attributable to MillerCoors
(1)
|
$
|
335.3
|
|
(1)
|
Results include net special charges primarily related to the closure of the Eden, North Carolina brewery, which for the three months ended March 31, 2016, includes
$35.9 million
of accelerated depreciation in excess of normal depreciation associated with the brewery and
$1.0 million
of other charges.
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(in millions, except percentages)
|
||
Net income attributable to MillerCoors
|
$
|
335.3
|
|
MCBC's economic interest
|
42
|
%
|
|
MCBC's proportionate share of MillerCoors' net income
|
140.8
|
|
|
Amortization of the difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
|
1.1
|
|
|
Share-based compensation adjustment
(1)
|
0.5
|
|
|
Equity income in MillerCoors
|
$
|
142.4
|
|
(1)
|
The net adjustment is to eliminate all share-based compensation impacts related to pre-existing SABMiller equity awards held by former Miller Brewing Company employees employed by MillerCoors, as well as to add back all share-based compensation impacts related to pre-existing MCBC equity awards held by former MCBC employees who transferred to MillerCoors.
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(In millions)
|
||
Beer sales to MillerCoors
|
$
|
2.0
|
|
Beer purchases from MillerCoors
|
$
|
9.9
|
|
Service agreement costs and other charges to MillerCoors
|
$
|
0.7
|
|
Service agreement costs and other charges from MillerCoors
|
$
|
0.1
|
|
|
As of
|
||||||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
5.1
|
|
|
$
|
0.5
|
|
|
$
|
4.4
|
|
|
$
|
0.5
|
|
Cobra U.K.
|
$
|
16.4
|
|
|
$
|
0.8
|
|
|
$
|
14.2
|
|
|
$
|
1.1
|
|
RMMC
|
$
|
74.9
|
|
|
$
|
4.4
|
|
|
$
|
70.2
|
|
|
$
|
3.5
|
|
RMBC
|
$
|
57.5
|
|
|
$
|
2.6
|
|
|
$
|
53.1
|
|
|
$
|
2.5
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
(In millions)
|
||||||
Pretax compensation expense
|
$
|
15.5
|
|
|
$
|
6.7
|
|
Tax benefit
|
(5.3
|
)
|
|
(1.9
|
)
|
||
After-tax compensation expense
|
$
|
10.2
|
|
|
$
|
4.8
|
|
|
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, 2016
|
0.8
|
|
|
$87.01
|
|
0.5
|
|
|
$81.67
|
Granted
|
0.3
|
|
|
$92.00
|
|
0.2
|
|
|
$97.13
|
Vested
|
(0.3
|
)
|
|
$76.67
|
|
(0.2
|
)
|
|
$57.29
|
Converted
(1)
|
0.3
|
|
|
$106.17
|
|
(0.1
|
)
|
|
$106.17
|
Forfeited
|
—
|
|
|
$—
|
|
—
|
|
|
$—
|
Non-vested as of March 31, 2017
|
1.1
|
|
|
$95.21
|
|
0.4
|
|
|
$89.44
|
(1)
|
During the three months ended March 31, 2017, the MillerCoors 2016 PSU replacement awards were converted to RSUs under the Incentive Compensation Plan based on the achievement of the performance metric during the one year performance period ended December 31, 2016. These awards cliff vest at the end of a three year service period in the first quarter of 2019.
|
|
Awards
|
|
Weighted-average
exercise price per
share
|
|
Weighted-average
remaining contractual life
(years)
|
|
Aggregate
intrinsic value
|
||
|
(In millions, except per share amounts and years)
|
||||||||
Outstanding as of December 31, 2016
|
1.5
|
|
$59.79
|
|
5.4
|
|
$
|
58.2
|
|
Granted
|
0.2
|
|
$96.77
|
|
|
|
|
||
Exercised
|
(0.1)
|
|
$54.81
|
|
|
|
|
||
Forfeited
|
—
|
|
$—
|
|
|
|
|
||
Outstanding as of March 31, 2017
|
1.6
|
|
$63.88
|
|
5.9
|
|
$
|
51.4
|
|
Expected to vest at March 31, 2017
|
0.4
|
|
$89.67
|
|
9.2
|
|
$
|
2.3
|
|
Exercisable at March 31, 2017
|
1.2
|
|
$56.28
|
|
4.9
|
|
$
|
49.0
|
|
|
Three Months Ended
|
||
|
March 31, 2017
|
|
March 31, 2016
|
Risk-free interest rate
|
2.04%
|
|
1.40%
|
Dividend yield
|
1.64%
|
|
1.81%
|
Volatility range
|
22.40%-22.88%
|
|
23.16%-24.64%
|
Weighted-average volatility
|
22.52%
|
|
23.53%
|
Expected term (years)
|
5.1
|
|
5.2
|
Weighted-average fair market value
|
$18.66
|
|
$16.65
|
|
Three Months Ended
|
||
|
March 31, 2017
|
|
March 31, 2016
|
Risk-free interest rate
|
1.59%
|
|
1.04%
|
Dividend yield
|
1.64%
|
|
1.81%
|
Volatility range
|
13.71%-80.59%
|
|
14.10%-77.11%
|
Weighted-average volatility
|
24.24%
|
|
23.68%
|
Expected term (years)
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$97.13
|
|
$90.49
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
(In millions)
|
||||||
Employee-related charges
|
|
|
|
||||
Restructuring
|
$
|
0.9
|
|
|
$
|
(1.6
|
)
|
Canada - OPEB curtailment gain
|
(2.9
|
)
|
|
—
|
|
||
Impairments or asset abandonment charges
|
|
|
|
||||
U.S. - Asset abandonment
(1)
|
2.0
|
|
|
—
|
|
||
Canada - Asset abandonment
(2)
|
1.2
|
|
|
1.1
|
|
||
Europe - Asset abandonment
(3)
|
2.6
|
|
|
2.3
|
|
||
Termination fees and other (gains) losses
|
|
|
|
||||
Canada - Gain on sale of asset
(2)
|
—
|
|
|
(110.4
|
)
|
||
Total Special items, net
|
$
|
3.8
|
|
|
$
|
(108.6
|
)
|
(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
three months ended
March 31, 2017
, certain costs related to the closure of the brewery were recorded within special items.
|
(2)
|
As part of our ongoing strategic review of our Canadian supply chain network, we completed the sale of our Vancouver brewery on
March 31, 2016
, resulting in a gain of
$110.4 million
within special items in the first quarter of 2016. This amount represents a non-cash investing activity on the unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2016. The net cash proceeds of CAD
183.1 million
(
$140.8 million
), remained in trust following the completion of the sale and were received on April 1, 2016. In conjunction with the sale of the brewery, we
|
(3)
|
As a result of our continued strategic review of our European supply chain network, for the
three
months ended
March 31, 2017
, we incurred
$2.6 million
of charges associated with the planned closure of our Burton South brewery, of which
$2.2 million
represents accelerated depreciation charges in excess of our normal depreciation. For the
three
months ended
March 31, 2016
, we incurred
$2.3 million
of charges associated with the planned closure of our Burton South and completed closures of our Plovdiv and Alton breweries, of which
$1.9 million
represents accelerated depreciation charges in excess of our normal depreciation.
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Total at December 31, 2016
|
$
|
5.1
|
|
|
$
|
5.9
|
|
|
$
|
2.8
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
14.7
|
|
Charges incurred
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
0.9
|
|
||||||
Payments made
|
(3.6
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total at March 31, 2017
|
$
|
2.0
|
|
|
$
|
5.5
|
|
|
$
|
2.5
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
$
|
11.3
|
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Total at December 31, 2015
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
Payments made
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||||
Changes in estimates
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total at March 31, 2016
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
(In millions)
|
||||||
Bridge loan commitment fees
(1)
|
$
|
—
|
|
|
$
|
(18.4
|
)
|
Gain (loss) from other foreign exchange and derivative activity, net
|
(8.2
|
)
|
|
3.7
|
|
||
Other, net
(2)
|
8.6
|
|
|
(0.6
|
)
|
||
Other income (expense), net
|
$
|
0.4
|
|
|
$
|
(15.3
|
)
|
(1)
|
During the
first quarter
of 2016, we recognized amortization of commitment fees and other financing costs incurred in connection with our bridge loan agreement entered into subsequent to the announcement of the Acquisition.
|
(2)
|
During the first quarter of 2017, we recorded a gain of CAD
10.6 million
, or
$8.1 million
, resulting from a purchase price adjustment related to the historical sale of Molson Inc.’s ownership interest in the Montreal Canadiens. The CAD
10.6 million
was paid by the Montreal Canadiens, who are a considered an affiliate of MCBC, in the first quarter of 2017.
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
(In millions, except per share amounts)
|
||||||
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
201.9
|
|
|
$
|
163.2
|
|
Income (loss) from discontinued operations, net of tax
|
(0.6
|
)
|
|
(0.5
|
)
|
||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
201.3
|
|
|
$
|
162.7
|
|
Weighted-average shares for basic EPS
|
215.0
|
|
|
203.6
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
RSUs, DSUs, and PSUs
|
0.9
|
|
|
1.0
|
|
||
Stock options and SOSARs
|
0.6
|
|
|
0.5
|
|
||
Weighted-average shares for diluted EPS
|
216.5
|
|
|
205.1
|
|
||
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
||||
From continuing operations
|
$
|
0.94
|
|
|
$
|
0.80
|
|
From discontinued operations
|
—
|
|
|
—
|
|
||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.94
|
|
|
$
|
0.80
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
||||
From continuing operations
|
$
|
0.93
|
|
|
$
|
0.80
|
|
From discontinued operations
|
—
|
|
|
—
|
|
||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.93
|
|
|
$
|
0.80
|
|
Dividends declared and paid per share
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
Three Months Ended
|
||||
|
March 31, 2017
|
|
March 31, 2016
|
||
|
(In millions)
|
||||
RSUs and stock options
|
0.2
|
|
|
0.1
|
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Consolidated
|
||||||||||
|
|
|
(In millions)
|
||||||||||||||||
Balance at December 31, 2016
|
$
|
6,415.6
|
|
|
$
|
567.6
|
|
|
$
|
1,260.5
|
|
|
$
|
6.4
|
|
|
$
|
8,250.1
|
|
Foreign currency translation
|
—
|
|
|
5.3
|
|
|
20.5
|
|
|
0.3
|
|
|
26.1
|
|
|||||
Balance at March 31, 2017
|
$
|
6,415.6
|
|
|
$
|
572.9
|
|
|
$
|
1,281.0
|
|
|
$
|
6.7
|
|
|
$
|
8,276.2
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
10 - 50
|
|
$
|
4,939.8
|
|
|
$
|
(341.5
|
)
|
|
$
|
4,598.3
|
|
License agreements and distribution rights
|
15 - 28
|
|
227.6
|
|
|
(92.5
|
)
|
|
135.1
|
|
|||
Other
|
2 - 40
|
|
133.0
|
|
|
(29.7
|
)
|
|
103.3
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
8,098.8
|
|
|
—
|
|
|
8,098.8
|
|
|||
Distribution networks
|
Indefinite
|
|
759.6
|
|
|
—
|
|
|
759.6
|
|
|||
Other
|
Indefinite
|
|
337.5
|
|
|
—
|
|
|
337.5
|
|
|||
Total
|
|
|
$
|
14,496.3
|
|
|
$
|
(463.7
|
)
|
|
$
|
14,032.6
|
|
|
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
|
|
Fiscal year
|
Amount
|
||
|
(In millions)
|
||
2017 - remaining
|
$
|
161.5
|
|
2018
|
$
|
214.4
|
|
2019
|
$
|
213.4
|
|
2020
|
$
|
212.4
|
|
2021
|
$
|
207.0
|
|
|
As of
|
||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Long-term debt:
|
|
|
|
||||
Senior notes
(1)(2)
|
$
|
11,400.7
|
|
|
$
|
9,842.2
|
|
Term loans
(1)(3)
|
800.0
|
|
|
2,300.0
|
|
||
Other long-term debt
|
2.2
|
|
|
2.2
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(84.5
|
)
|
|
(85.0
|
)
|
||
Less: current portion of long-term debt
|
(675.3
|
)
|
|
(671.7
|
)
|
||
Total long-term debt
|
$
|
11,443.1
|
|
|
$
|
11,387.7
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Commercial paper program
(4)
|
$
|
130.0
|
|
|
$
|
—
|
|
Cash pool overdrafts
(5)
|
26.5
|
|
|
2.6
|
|
||
Short-term facilities
(6)
|
8.6
|
|
|
7.0
|
|
||
Other short-term borrowings
|
2.6
|
|
|
3.5
|
|
||
Current portion of long-term debt
|
675.3
|
|
|
671.7
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
843.0
|
|
|
$
|
684.8
|
|
(1)
|
As of March 31, 2017, and December 31, 2016, our senior notes consist of CAD senior notes of
$1,801.9 million
and
$1,785.6 million
, respectively, with maturities ranging from
2017 to 2026
; USD senior notes of
$8,214.0 million
and
$7,215.2 million
, respectively, with maturities ranging from
2017 to 2046
; and EUR senior notes of
$1,384.8 million
with maturities ranging from
2019 to 2024
and
$841.4 million
maturing in
2024
, respectively. As of March 31, 2017, and December 31, 2016, the aggregate weighted-average effective interest rates calculated including the effects of hedging were
2.95%
and
3.33%
, respectively.
|
(2)
|
On March 15, 2017, MCBC issued approximately
$1.5 billion
of senior notes, consisting of
$500 million
1.90%
senior notes due
March 15, 2019
, and
$500 million
2.25%
senior notes due
March 15, 2020
(collectively, the "2017 USD Notes") and EUR
500 million
floating rate
senior notes due
March 15, 2019
("2017 EUR Notes") (2017 USD Notes and 2017 EUR Notes, collectively, the "2017 Notes"). We bear quarterly interest on the 2017 EUR Notes at the rate of
0.35% + 3-month EURIBOR
. These issuances resulted in total proceeds of approximately
$1.5 billion
, net of underwriting fees and discounts of
$3.1 million
and
$0.7 million
, respectively. Total estimated debt issuance costs capitalized in connection with these notes, including underwriting fees, discounts and other financing related costs, are
$6.1 million
and are being amortized over the respective terms of the 2017 Notes. The 2017 Notes began accruing interest upon issuance, with quarterly payments due on the 2017 EUR Notes beginning June 15, 2017 and semi-annual payments due on the 2017 USD Notes beginning September 15, 2017.
|
(3)
|
During the first quarter of 2017, the net proceeds from the 2017 Notes were used to repay the remaining
$800.0 million
on our
3
-year tranche term loan due 2019 and make principal payments of
$700.0 million
on our
5
-year tranche term loan due 2021, and accordingly we accelerated the related amortization. For the three months ended
March 31, 2017
, and 2016,
$4.0 million
and
$1.8 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 during the first quarter of 2017 noted above of
$3.7 million
.
|
(4)
|
As of March 31, 2017, the outstanding borrowings under our commercial paper program were
$130.0 million
at a weighted-average effective interest rate and tenor of
1.26%
and
21
days. There were no outstanding borrowings under our commercial paper program as of December 31, 2016.
|
(5)
|
As of
March 31, 2017
, we had
$26.5 million
in bank overdrafts and
$38.2 million
in bank cash related to our cross-border, cross-currency cash pool for a net positive position of
$11.7 million
. 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
.
|
(6)
|
We had total outstanding borrowings of
$8.6 million
and
$7.0 million
under our two Japanese Yen ("JPY") overdraft facilities as of
March 31, 2017
, and
December 31, 2016
, respectively. In addition, we have GBP and CAD lines of credit under which we had no borrowings as of
March 31, 2017
, or
December 31, 2016
.
|
|
As of
|
||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Finished goods
|
$
|
263.0
|
|
|
$
|
213.8
|
|
Work in process
|
91.2
|
|
|
81.6
|
|
||
Raw materials
|
250.5
|
|
|
238.5
|
|
||
Packaging materials
|
58.8
|
|
|
58.8
|
|
||
Inventories, net
|
$
|
663.5
|
|
|
$
|
592.7
|
|
|
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, 2016
|
$
|
(994.1
|
)
|
|
$
|
21.2
|
|
|
$
|
(502.7
|
)
|
|
$
|
(69.9
|
)
|
|
$
|
(1,545.5
|
)
|
Foreign currency translation adjustments
|
75.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.2
|
|
|||||
Unrealized gain (loss) on derivative and non-derivative financial instruments
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|||||
Tax benefit (expense)
|
6.0
|
|
|
3.6
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
8.5
|
|
|||||
As of March 31, 2017
|
$
|
(912.9
|
)
|
|
$
|
12.6
|
|
|
$
|
(501.1
|
)
|
|
$
|
(68.8
|
)
|
|
$
|
(1,470.2
|
)
|
|
|
Three Months Ended
|
|
|
||||||
|
|
March 31, 2017
|
|
March 31, 2016
|
|
|
||||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||
|
|
(In millions)
|
|
|
||||||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
||||
Forward starting interest rate swaps
|
|
$
|
(1.0
|
)
|
|
$
|
(0.9
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
(0.9
|
)
|
|
(1.9
|
)
|
|
Other income (expense), net
|
||
Foreign currency forwards
|
|
1.9
|
|
|
5.4
|
|
|
Cost of goods sold
|
||
Total income (loss) reclassified, before tax
|
|
—
|
|
|
2.6
|
|
|
|
||
Income tax benefit (expense)
|
|
—
|
|
|
(0.2
|
)
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
||||
Prior service benefit (cost)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
(1)
|
Net actuarial gain (loss)
|
|
(2.1
|
)
|
|
(7.7
|
)
|
|
(1)
|
||
Total income (loss) reclassified, before tax
|
|
(2.3
|
)
|
|
(7.9
|
)
|
|
|
||
Income tax benefit (expense)
|
|
0.7
|
|
|
0.9
|
|
|
|
||
Net income (loss) reclassified, net of tax
|
|
$
|
(1.6
|
)
|
|
$
|
(7.0
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total income (loss) reclassified, net of tax
|
|
$
|
(1.6
|
)
|
|
$
|
(4.6
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 15, "Pension and Other Postretirement Benefits"
for additional details.
|
|
|
|
Fair value measurements as of March 31, 2017
|
||||||||||||
|
Total at March 31, 2017
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Interest rate swaps
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
Foreign currency forwards
|
7.8
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
||||
Commodity swaps
|
49.6
|
|
|
—
|
|
|
49.6
|
|
|
—
|
|
||||
Total
|
$
|
57.1
|
|
|
$
|
—
|
|
|
$
|
57.1
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements as of 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
|
)
|
|
$
|
—
|
|
|
March 31, 2017
|
||||||||||||||
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||
|
Notional amount
|
|
Balance sheet location
|
|
Fair value
|
|
Balance sheet location
|
|
Fair value
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Interest rate swaps
|
$
|
1,000.0
|
|
|
Other current assets
|
|
$
|
—
|
|
|
Accounts payable and other current liabilities
|
|
$
|
—
|
|
|
|
|
Other non-current assets
|
|
—
|
|
|
Other liabilities
|
|
(0.3
|
)
|
||||
Foreign currency forwards
|
$
|
332.0
|
|
|
Other current assets
|
|
8.3
|
|
|
Accounts payable and other current liabilities
|
|
(0.8
|
)
|
||
|
|
|
Other non-current assets
|
|
1.4
|
|
|
Other liabilities
|
|
(1.1
|
)
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
9.7
|
|
|
|
|
$
|
(2.2
|
)
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Commodity swaps
(1)
|
$
|
729.1
|
|
|
Other current assets
|
|
$
|
26.9
|
|
|
Accounts payable and other current liabilities
|
|
$
|
(8.7
|
)
|
|
|
|
Other non-current assets
|
|
38.1
|
|
|
Other liabilities
|
|
(6.7
|
)
|
||||
Commodity Options
(1)
|
$
|
13.6
|
|
|
Other current assets
|
|
0.1
|
|
|
Accounts payable and other current liabilities
|
|
(0.1
|
)
|
||
|
|
|
Other non-current assets
|
|
0.1
|
|
|
Other liabilities
|
|
(0.1
|
)
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
65.2
|
|
|
|
|
$
|
(15.6
|
)
|
(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 Three Months Ended March 31, 2017
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized in OCI on derivative (effective portion) |
|
Location of gain (loss)
reclassified from AOCI into income (effective portion) |
|
Amount of gain
(loss) recognized from AOCI on derivative (effective portion) |
|
Location of gain (loss)
recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
|
Amount of gain (loss)
recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(1.0
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(5.5
|
)
|
|
Other income (expense), net
|
|
(0.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
1.9
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(5.5
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended March 31, 2017
|
||||||||||||||||
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
|
|
$
|
(10.8
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
EUR 500 million notes due 2019
|
|
4.1
|
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
(6.7
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the Three Months Ended March 31, 2016
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective
portion)
|
|
Location of gain (loss)
reclassified from AOCI into
income (effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI on
derivative
(effective portion)
|
|
Location of gain (loss)
recognized in income on
derivative (ineffective portion
and amount excluded from
effectiveness testing)
|
|
Amount of gain (loss)
recognized in income
on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(0.9
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(21.6
|
)
|
|
Other income (expense), net
|
|
(1.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
5.4
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(21.6
|
)
|
|
|
|
$
|
2.6
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2017
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
65.7
|
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
(8.3
|
)
|
|
Total
|
|
|
|
$
|
57.4
|
|
For the Three Months Ended March 31, 2016
|
||||||
Derivatives not in hedging relationships
|
|
Location of gain (loss) recognized in
income on derivative
|
|
Amount of gain (loss) recognized in
income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(1.6
|
)
|
Foreign currency forwards
|
|
Other income (expense), net
|
|
(0.1
|
)
|
|
Swaptions
|
|
Interest expense, net
|
|
(21.1
|
)
|
|
Total
|
|
|
|
$
|
(22.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net periodic pension and OPEB cost (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
1.8
|
|
|
$
|
2.6
|
|
|
$
|
4.4
|
|
|
$
|
1.8
|
|
|
$
|
0.6
|
|
|
$
|
2.4
|
|
Interest cost
|
51.5
|
|
|
7.6
|
|
|
59.1
|
|
|
31.9
|
|
|
1.3
|
|
|
33.2
|
|
||||||
Expected return on plan assets
|
(66.1
|
)
|
|
0.1
|
|
|
(66.0
|
)
|
|
(39.5
|
)
|
|
—
|
|
|
(39.5
|
)
|
||||||
Amortization of prior service cost (benefit)
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Amortization of net actuarial loss
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
||||||
Curtailment (gain)
|
—
|
|
|
(2.9
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Less: expected participant contributions
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Net periodic pension and OPEB cost (benefit)
|
$
|
(7.8
|
)
|
|
$
|
7.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
2.0
|
|
|
$
|
1.9
|
|
|
$
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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
2.71%
risk-free rate of return.
|
|
Parent
Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
7.0
|
|
|
$
|
2,376.6
|
|
|
$
|
650.0
|
|
|
$
|
(119.8
|
)
|
|
$
|
2,913.8
|
|
Excise taxes
|
—
|
|
|
(325.7
|
)
|
|
(139.4
|
)
|
|
—
|
|
|
(465.1
|
)
|
|||||
Net sales
|
7.0
|
|
|
2,050.9
|
|
|
510.6
|
|
|
(119.8
|
)
|
|
2,448.7
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,143.0
|
)
|
|
(339.4
|
)
|
|
109.5
|
|
|
(1,372.9
|
)
|
|||||
Gross profit
|
7.0
|
|
|
907.9
|
|
|
171.2
|
|
|
(10.3
|
)
|
|
1,075.8
|
|
|||||
Marketing, general and administrative expenses
|
(67.7
|
)
|
|
(497.6
|
)
|
|
(147.8
|
)
|
|
10.3
|
|
|
(702.8
|
)
|
|||||
Special items, net
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(3.8
|
)
|
|||||
Equity income (loss) in subsidiaries
|
338.8
|
|
|
(78.1
|
)
|
|
19.0
|
|
|
(279.7
|
)
|
|
—
|
|
|||||
Operating income (loss)
|
277.6
|
|
|
331.5
|
|
|
39.8
|
|
|
(279.7
|
)
|
|
369.2
|
|
|||||
Interest income (expense), net
|
(81.1
|
)
|
|
58.9
|
|
|
(74.4
|
)
|
|
—
|
|
|
(96.6
|
)
|
|||||
Other income (expense), net
|
(8.2
|
)
|
|
16.7
|
|
|
(8.1
|
)
|
|
—
|
|
|
0.4
|
|
|||||
Income (loss) from continuing operations before income taxes
|
188.3
|
|
|
407.1
|
|
|
(42.7
|
)
|
|
(279.7
|
)
|
|
273.0
|
|
|||||
Income tax benefit (expense)
|
13.0
|
|
|
(68.1
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
(64.6
|
)
|
|||||
Net income (loss) from continuing operations
|
201.3
|
|
|
339.0
|
|
|
(52.2
|
)
|
|
(279.7
|
)
|
|
208.4
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net income (loss) including noncontrolling interests
|
201.3
|
|
|
339.0
|
|
|
(52.8
|
)
|
|
(279.7
|
)
|
|
207.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
201.3
|
|
|
$
|
339.0
|
|
|
$
|
(59.3
|
)
|
|
$
|
(279.7
|
)
|
|
$
|
201.3
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
276.6
|
|
|
$
|
412.9
|
|
|
$
|
(13.8
|
)
|
|
$
|
(399.1
|
)
|
|
$
|
276.6
|
|
|
Parent
Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
6.6
|
|
|
$
|
375.9
|
|
|
$
|
595.3
|
|
|
$
|
(27.0
|
)
|
|
$
|
950.8
|
|
Excise taxes
|
—
|
|
|
(84.0
|
)
|
|
(209.6
|
)
|
|
—
|
|
|
(293.6
|
)
|
|||||
Net sales
|
6.6
|
|
|
291.9
|
|
|
385.7
|
|
|
(27.0
|
)
|
|
657.2
|
|
|||||
Cost of goods sold
|
—
|
|
|
(163.7
|
)
|
|
(270.4
|
)
|
|
20.1
|
|
|
(414.0
|
)
|
|||||
Gross profit
|
6.6
|
|
|
128.2
|
|
|
115.3
|
|
|
(6.9
|
)
|
|
243.2
|
|
|||||
Marketing, general and administrative expenses
|
(47.0
|
)
|
|
(79.8
|
)
|
|
(131.0
|
)
|
|
6.9
|
|
|
(250.9
|
)
|
|||||
Special items, net
|
—
|
|
|
109.3
|
|
|
(0.7
|
)
|
|
—
|
|
|
108.6
|
|
|||||
Equity income (loss) in subsidiaries
|
215.8
|
|
|
(113.4
|
)
|
|
149.3
|
|
|
(251.7
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
142.4
|
|
|
—
|
|
|
—
|
|
|
142.4
|
|
|||||
Operating income (loss)
|
175.4
|
|
|
186.7
|
|
|
132.9
|
|
|
(251.7
|
)
|
|
243.3
|
|
|||||
Interest income (expense), net
|
(39.9
|
)
|
|
69.2
|
|
|
(76.6
|
)
|
|
—
|
|
|
(47.3
|
)
|
|||||
Other income (expense), net
|
(18.3
|
)
|
|
4.6
|
|
|
(1.6
|
)
|
|
—
|
|
|
(15.3
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
117.2
|
|
|
260.5
|
|
|
54.7
|
|
|
(251.7
|
)
|
|
180.7
|
|
|||||
Income tax benefit (expense)
|
45.5
|
|
|
(85.4
|
)
|
|
23.2
|
|
|
—
|
|
|
(16.7
|
)
|
|||||
Net income (loss) from continuing operations
|
162.7
|
|
|
175.1
|
|
|
77.9
|
|
|
(251.7
|
)
|
|
164.0
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Net income (loss) including noncontrolling interests
|
162.7
|
|
|
175.1
|
|
|
77.4
|
|
|
(251.7
|
)
|
|
163.5
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
162.7
|
|
|
$
|
175.1
|
|
|
$
|
76.6
|
|
|
$
|
(251.7
|
)
|
|
$
|
162.7
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
419.7
|
|
|
$
|
408.8
|
|
|
$
|
99.4
|
|
|
$
|
(508.2
|
)
|
|
$
|
419.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
41.9
|
|
|
$
|
91.4
|
|
|
$
|
261.7
|
|
|
$
|
—
|
|
|
$
|
395.0
|
|
Accounts receivable, net
|
—
|
|
|
436.1
|
|
|
320.4
|
|
|
—
|
|
|
756.5
|
|
|||||
Other receivables, net
|
44.5
|
|
|
76.7
|
|
|
45.3
|
|
|
—
|
|
|
166.5
|
|
|||||
Inventories, net
|
—
|
|
|
517.5
|
|
|
146.0
|
|
|
—
|
|
|
663.5
|
|
|||||
Other current assets, net
|
16.0
|
|
|
207.3
|
|
|
74.4
|
|
|
—
|
|
|
297.7
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
1,219.0
|
|
|
48.0
|
|
|
(1,267.0
|
)
|
|
—
|
|
|||||
Total current assets
|
102.4
|
|
|
2,548.0
|
|
|
895.8
|
|
|
(1,267.0
|
)
|
|
2,279.2
|
|
|||||
Properties, net
|
27.0
|
|
|
3,456.4
|
|
|
1,045.4
|
|
|
—
|
|
|
4,528.8
|
|
|||||
Goodwill
|
—
|
|
|
6,649.7
|
|
|
1,626.5
|
|
|
—
|
|
|
8,276.2
|
|
|||||
Other intangibles, net
|
—
|
|
|
12,160.0
|
|
|
1,872.6
|
|
|
—
|
|
|
14,032.6
|
|
|||||
Net investment in and advances to subsidiaries
|
22,933.3
|
|
|
3,460.6
|
|
|
4,436.1
|
|
|
(30,830.0
|
)
|
|
—
|
|
|||||
Other assets
|
80.7
|
|
|
178.1
|
|
|
202.3
|
|
|
(35.0
|
)
|
|
426.1
|
|
|||||
Total assets
|
$
|
23,143.4
|
|
|
$
|
28,452.8
|
|
|
$
|
10,078.7
|
|
|
$
|
(32,132.0
|
)
|
|
$
|
29,542.9
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
129.9
|
|
|
$
|
1,379.8
|
|
|
$
|
690.8
|
|
|
$
|
—
|
|
|
$
|
2,200.5
|
|
Current portion of long-term debt and short-term borrowings
|
430.0
|
|
|
375.1
|
|
|
37.9
|
|
|
—
|
|
|
843.0
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|||||
Intercompany accounts payable
|
951.9
|
|
|
120.5
|
|
|
194.6
|
|
|
(1,267.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
1,511.8
|
|
|
1,875.4
|
|
|
928.5
|
|
|
(1,267.0
|
)
|
|
3,048.7
|
|
|||||
Long-term debt
|
10,021.4
|
|
|
1,421.6
|
|
|
0.1
|
|
|
—
|
|
|
11,443.1
|
|
|||||
Pension and postretirement benefits
|
2.6
|
|
|
1,141.9
|
|
|
13.4
|
|
|
—
|
|
|
1,157.9
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
1,015.6
|
|
|
782.0
|
|
|
(35.0
|
)
|
|
1,762.6
|
|
|||||
Other liabilities
|
10.4
|
|
|
206.5
|
|
|
90.3
|
|
|
—
|
|
|
307.2
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
13.1
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,360.3
|
|
|
5,952.7
|
|
|
(7,313.0
|
)
|
|
—
|
|
|||||
Total liabilities
|
11,546.2
|
|
|
7,021.3
|
|
|
7,780.1
|
|
|
(8,615.0
|
)
|
|
17,732.6
|
|
|||||
MCBC stockholders' equity
|
11,598.3
|
|
|
27,383.0
|
|
|
3,447.0
|
|
|
(30,830.0
|
)
|
|
11,598.3
|
|
|||||
Intercompany notes receivable
|
(1.1
|
)
|
|
(5,951.5
|
)
|
|
(1,360.4
|
)
|
|
7,313.0
|
|
|
—
|
|
|||||
Total stockholders' equity
|
11,597.2
|
|
|
21,431.5
|
|
|
2,086.6
|
|
|
(23,517.0
|
)
|
|
11,598.3
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
212.0
|
|
|
—
|
|
|
212.0
|
|
|||||
Total equity
|
11,597.2
|
|
|
21,431.5
|
|
|
2,298.6
|
|
|
(23,517.0
|
)
|
|
11,810.3
|
|
|||||
Total liabilities and equity
|
$
|
23,143.4
|
|
|
$
|
28,452.8
|
|
|
$
|
10,078.7
|
|
|
$
|
(32,132.0
|
)
|
|
$
|
29,542.9
|
|
|
Parent
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
|
|
|||||
Inventories, net
|
—
|
|
|
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
|
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
Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(172.4
|
)
|
|
$
|
141.5
|
|
|
$
|
(87.4
|
)
|
|
$
|
—
|
|
|
$
|
(118.3
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(3.8
|
)
|
|
(142.1
|
)
|
|
(34.1
|
)
|
|
—
|
|
|
(180.0
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
0.2
|
|
|
41.8
|
|
|
—
|
|
|
42.0
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|||||
Net intercompany investing activity
|
—
|
|
|
(42.6
|
)
|
|
—
|
|
|
42.6
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(3.8
|
)
|
|
(184.5
|
)
|
|
13.6
|
|
|
42.6
|
|
|
(132.1
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Dividends paid
|
(80.8
|
)
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(88.3
|
)
|
|||||
Debt issuance costs
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|||||
Payments on debt and borrowings
|
(1,500.0
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1,501.1
|
)
|
|||||
Proceeds on debt and borrowings
|
1,536.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,536.0
|
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
129.9
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
131.0
|
|
|||||
Change in overdraft balances and other
|
(10.9
|
)
|
|
(7.7
|
)
|
|
24.7
|
|
|
—
|
|
|
6.1
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
—
|
|
|
42.6
|
|
|
(42.6
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
70.8
|
|
|
(7.7
|
)
|
|
59.8
|
|
|
(42.6
|
)
|
|
80.3
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(105.4
|
)
|
|
(50.7
|
)
|
|
(14.0
|
)
|
|
—
|
|
|
(170.1
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
0.6
|
|
|
3.6
|
|
|
—
|
|
|
4.2
|
|
|||||
Balance at beginning of year
|
147.3
|
|
|
141.5
|
|
|
272.1
|
|
|
—
|
|
|
560.9
|
|
|||||
Balance at end of period
|
$
|
41.9
|
|
|
$
|
91.4
|
|
|
$
|
261.7
|
|
|
$
|
—
|
|
|
$
|
395.0
|
|
|
Parent
Issuer |
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(157.1
|
)
|
|
$
|
147.5
|
|
|
$
|
(78.7
|
)
|
|
$
|
—
|
|
|
$
|
(88.3
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(7.2
|
)
|
|
(21.5
|
)
|
|
(42.4
|
)
|
|
—
|
|
|
(71.1
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|
2.4
|
|
|||||
Investment in MillerCoors
|
—
|
|
|
(413.7
|
)
|
|
—
|
|
|
—
|
|
|
(413.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
283.4
|
|
|
—
|
|
|
—
|
|
|
283.4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Net intercompany investing activity
|
—
|
|
|
(66.1
|
)
|
|
—
|
|
|
66.1
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(7.2
|
)
|
|
(216.6
|
)
|
|
(47.8
|
)
|
|
66.1
|
|
|
(205.5
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock, net
|
2,526.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,526.4
|
|
|||||
Exercise of stock options under equity compensation plans
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||
Dividends paid
|
(80.5
|
)
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
(88.3
|
)
|
|||||
Debt issuance costs
|
(14.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|||||
Payments on debt and borrowings
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
20.9
|
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||||
Change in overdraft balances and other
|
(1.5
|
)
|
|
—
|
|
|
18.8
|
|
|
—
|
|
|
17.3
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
—
|
|
|
66.1
|
|
|
(66.1
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
2,434.4
|
|
|
—
|
|
|
90.2
|
|
|
(66.1
|
)
|
|
2,458.5
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
2,270.1
|
|
|
(69.1
|
)
|
|
(36.3
|
)
|
|
—
|
|
|
2,164.7
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
4.7
|
|
|
2.6
|
|
|
—
|
|
|
7.3
|
|
|||||
Balance at beginning of year
|
146.4
|
|
|
106.2
|
|
|
178.3
|
|
|
—
|
|
|
430.9
|
|
|||||
Balance at end of period
|
$
|
2,416.5
|
|
|
$
|
41.8
|
|
|
$
|
144.6
|
|
|
$
|
—
|
|
|
$
|
2,602.9
|
|
|
Three Months Ended
|
|||||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
Pro Forma Change
|
|||||||||
|
As Reported
|
|
As Reported
|
|
Pro Forma
(1)
|
|
||||||||
|
(In millions, except percentages and per share data)
|
|||||||||||||
Volume in hectoliters
(2)
|
21.878
|
|
|
6.330
|
|
|
22.516
|
|
|
(2.8
|
)%
|
|||
Net sales
|
$
|
2,448.7
|
|
|
$
|
657.2
|
|
|
$
|
2,461.4
|
|
|
(0.5
|
)%
|
Net income (loss) attributable to MCBC from continuing operations
|
$
|
201.9
|
|
|
$
|
163.2
|
|
|
$
|
257.4
|
|
|
(21.6
|
)%
|
Net income (loss) attributable to MCBC per diluted share from continuing operations
|
$
|
0.93
|
|
|
$
|
0.80
|
|
|
$
|
1.19
|
|
|
(21.8
|
)%
|
(1)
|
Pro forma amounts give effect to the Acquisition and completed financing as if they had occurred at the beginning of fiscal year 2016. See "Unaudited Pro Forma Financial Information," below 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 Brand Volume" below for further details.
|
•
|
In the U.S., MillerCoors income from continuing operations before income taxes was
$315.6 million
compared to
$337.6 million
(of which we reported our respective 42% economic interest prior to the Acquisition) on a reported basis in the prior year due to lower volume and higher cost of goods sold per hectoliter partially offset by lower special charges related to the Eden brewery closure. Income from continuing operations increased
3.4%
compared to prior year pro forma figures primarily due to lower special charges related to the Eden brewery closure, lower marketing, general and administrative expenses and net pricing growth, partially offset by lower volume and higher cost of goods sold per hectoliter.
|
•
|
In our Canada segment, income from continuing operations before income taxes decreased by
84.2%
to
$23.1 million
in the
first
quarter of
2017
compared to the prior year, primarily due to the gain recognized on the sale of the Vancouver brewery during the first quarter of 2016.
|
•
|
In our Europe segment, income from continuing operations before income taxes of
$30.6 million
in the
first
quarter of
2017
, increased from a loss of
$1.2 million
in the prior year, primarily driven by the reversal of an indirect tax provision charge as further discussed below, slightly offset by higher brand investments, special charges as well as unfavorable currency movements.
|
•
|
Our MCI segment reported income from continuing operations before income taxes of
$1.5 million
in the
first
quarter of
2017
, compared to a loss from continuing operations before income taxes of
$2.3 million
in the prior year, primarily driven by the change in segment reporting of the Puerto Rico business from the U.S. segment and the addition of the
Miller
global brands.
|
•
|
Volume for
Carling
, the number one brand in the U.K. and the largest brand in our Europe segment, increased by 0.6% during the
first
quarter of
2017
, versus the
first
quarter of 2016, despite the continued decline in the mainstream lager market and the late timing of the Easter holiday this year.
|
•
|
Coors Light
global brand volume decreased during the
first
quarter of
2017
by 0.7% versus the
first
quarter of 2016. The overall volume decrease in the
first
quarter of 2017 was driven by lower brand volume in the U.S. and Canada, slightly offset by strong growth in Europe and MCI. Volumes in the U.S. were lower than prior year in-line with the overall U.S. industry. The declines in Canada are the result of ongoing competitive pressures 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 decreased 1.1%; however, in the U.S., the brand gained share of the premium light segment for the tenth consecutive quarter.
|
•
|
Molson Canadian
volume in Canada decreased by 4.4% during the
first
quarter of
2017
versus the prior year, primarily driven by challenging economic conditions and competitive pressures in the West and Ontario.
|
•
|
Staropramen
volume, including royalty volume, increased 10.9% during the
first
quarter of
2017
, versus the
first
quarter of 2016, driven by higher volumes both in Czech Republic as well as outside of the brand's primary market.
|
|
Three Months Ended
|
|||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
% change
|
|||
|
(In millions, except percentages)
|
|||||||
Volume in hectoliters:
|
|
|
|
|
|
|||
Financial volume
|
21.878
|
|
|
6.330
|
|
|
245.6
|
%
|
Less: Contract brewing and wholesaler volume
(1)
|
(1.988
|
)
|
|
(0.581
|
)
|
|
N/M
|
|
Add: Royalty volume
(2)
|
0.798
|
|
|
0.337
|
|
|
136.8
|
%
|
Add: STW to STR adjustment
|
(0.982
|
)
|
|
(0.002
|
)
|
|
N/M
|
|
Owned volume
|
19.706
|
|
|
6.084
|
|
|
N/M
|
|
Add: Proportionate share of equity investment worldwide brand volume
|
—
|
|
|
5.550
|
|
|
(100.0
|
)%
|
Total worldwide brand volume
|
19.706
|
|
|
11.634
|
|
|
69.4
|
%
|
(1)
|
Contract brewing and wholesaler volume is included within financial volume as noted above, but is removed from worldwide brand volume as this is non-owned volume for which we do not directly control performance.
|
(2)
|
2016 includes MCI and Europe segment royalty volume that is primarily in Russia, Ukraine, Mexico and Republic of Ireland. Effective January 1, 2017, royalty volumes in Russia and Ukraine are reported within our Europe segment.
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
(1)
|
|
Total
|
|||||
Consolidated
|
245.6
|
%
|
|
32.5
|
%
|
|
(5.5
|
)%
|
|
—
|
%
|
|
272.6
|
%
|
Canada
|
1.1
|
%
|
|
3.9
|
%
|
|
3.5
|
%
|
|
0.1
|
%
|
|
8.6
|
%
|
Europe
|
2.3
|
%
|
|
0.9
|
%
|
|
(12.7
|
)%
|
|
15.9
|
%
|
|
6.4
|
%
|
MCI
|
73.1
|
%
|
|
26.6
|
%
|
|
(0.3
|
)%
|
|
—
|
%
|
|
99.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2017
|
||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Volume in hectoliters
|
0.528
|
|
|
0.045
|
|
|
0.001
|
|
|
—
|
|
|
—
|
|
|
0.574
|
|
||||||
Sales
|
$
|
33.4
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36.0
|
|
Cost of goods sold
|
$
|
(6.3
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
—
|
|
|
$
|
(27.3
|
)
|
|
$
|
—
|
|
|
$
|
(36.0
|
)
|
|
For the three months ended March 31, 2016
|
||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe
|
|
MCI
|
|
Corporate
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Volume in hectoliters
|
—
|
|
|
—
|
|
|
0.010
|
|
|
—
|
|
|
—
|
|
|
0.010
|
|
||||||
Sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Cost of goods sold
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
Three Months Ended
|
|||||||||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
|
|||||||||||||
|
As Reported by MCBC
|
|
As Reported by MillerCoors
|
|
Pro Forma Adjustments
(1)
|
|
Pro Forma
(1)
|
|
Pro Forma Change
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||||||
Volumes in hectoliters
(2)(3)
|
15.772
|
|
|
16.388
|
|
|
—
|
|
|
16.388
|
|
|
(3.8
|
)%
|
||||
Sales
(3)
|
$
|
1,991.4
|
|
|
$
|
2,069.3
|
|
|
$
|
(5.9
|
)
|
|
$
|
2,063.4
|
|
|
(3.5
|
)%
|
Excise taxes
|
(241.5
|
)
|
|
(253.2
|
)
|
|
—
|
|
|
(253.2
|
)
|
|
(4.6
|
)%
|
||||
Net sales
(3)
|
1,749.9
|
|
|
1,816.1
|
|
|
(5.9
|
)
|
|
1,810.2
|
|
|
(3.3
|
)%
|
||||
Cost of goods sold
(3)
|
(1,026.9
|
)
|
|
(1,033.0
|
)
|
|
(15.7
|
)
|
|
(1,048.7
|
)
|
|
(2.1
|
)%
|
||||
Gross profit
|
723.0
|
|
|
783.1
|
|
|
(21.6
|
)
|
|
761.5
|
|
|
(5.1
|
)%
|
||||
Marketing, general and administrative expenses
|
(404.9
|
)
|
|
(409.7
|
)
|
|
(10.7
|
)
|
|
(420.4
|
)
|
|
(3.7
|
)%
|
||||
Special items, net
(4)
|
(2.5
|
)
|
|
(36.9
|
)
|
|
—
|
|
|
(36.9
|
)
|
|
(93.2
|
)%
|
||||
Operating income
|
315.6
|
|
|
336.5
|
|
|
(32.3
|
)
|
|
304.2
|
|
|
3.7
|
%
|
||||
Interest income (expense), net
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(100.0
|
)%
|
||||
Other income (expense), net
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
(100.0
|
)%
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
315.6
|
|
|
$
|
337.6
|
|
|
$
|
(32.3
|
)
|
|
$
|
305.3
|
|
|
3.4
|
%
|
(1)
|
Pro forma amounts give effect to the Acquisition and completed financing as if they had occurred at the beginning of fiscal year 2016 and have been updated to reflect the change in segment reporting of the Puerto Rico business, which effective January 1, 2017, is reported in the MCI segment. See "Unaudited Pro Forma Financial Information," below 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 Brand Volume" above for further details.
|
(3)
|
On a reported basis, reflects gross inter-segment sales, purchases, and volumes which are eliminated in the consolidated totals.
|
(4)
|
See Part I—Item 1. Financial Statements,
Note 6, "Special Items"
of the Notes for detail of special items.
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(in millions, except percentages)
|
||
Income (loss) from continuing operations before income taxes
|
$
|
337.6
|
|
Income tax expense
|
0.5
|
|
|
Net income (loss) attributable to noncontrolling interest
|
(2.8
|
)
|
|
Net income attributable to MillerCoors
|
$
|
335.3
|
|
MCBC's economic interest
|
42
|
%
|
|
MCBC's proportionate share of MillerCoors' net income
|
$
|
140.8
|
|
Amortization of the difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
1.1
|
|
|
Share-based compensation adjustment
(1)
|
0.5
|
|
|
Equity income in MillerCoors
|
$
|
142.4
|
|
(1)
|
See Part I—Item 1. Financial Statements,
Note 4, "Acquisition and Investments"
of the Notes for a detailed discussion of these equity method adjustments prior to the Acquisition.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
(1)(2)
|
1.793
|
|
|
1.774
|
|
|
1.1
|
%
|
||
Sales
(2)
|
$
|
377.4
|
|
|
$
|
353.8
|
|
|
6.7
|
%
|
Excise taxes
|
(86.3
|
)
|
|
(85.8
|
)
|
|
0.6
|
%
|
||
Net sales
(2)
|
291.1
|
|
|
268.0
|
|
|
8.6
|
%
|
||
Cost of goods sold
(2)
|
(181.9
|
)
|
|
(157.2
|
)
|
|
15.7
|
%
|
||
Gross profit
|
109.2
|
|
|
110.8
|
|
|
(1.4
|
)%
|
||
Marketing, general and administrative expenses
|
(96.0
|
)
|
|
(76.7
|
)
|
|
25.2
|
%
|
||
Special items, net
(3)
|
1.7
|
|
|
109.3
|
|
|
(98.4
|
)%
|
||
Operating income (loss)
|
14.9
|
|
|
143.4
|
|
|
(89.6
|
)%
|
||
Other income (expense), net
(4)
|
8.2
|
|
|
3.2
|
|
|
156.3
|
%
|
||
Income (loss) from continuing operations before income taxes
|
$
|
23.1
|
|
|
$
|
146.6
|
|
|
(84.2
|
)%
|
(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 Brand Volume" above for further details.
|
(2)
|
Reflects gross inter-segment sales, purchases and volumes which are eliminated in the consolidated totals.
|
(3)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
of the Notes for detail of special items.
|
(4)
|
See Part I-Item 1. Financial Statements,
Note 7, "Other Income and Expense"
of the Notes for detail of other income (expense), net.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
(1)(2)
|
4.359
|
|
|
4.261
|
|
|
2.3
|
%
|
||
Sales
(1)
|
$
|
514.4
|
|
|
$
|
560.9
|
|
|
(8.3
|
)%
|
Excise taxes
|
(132.8
|
)
|
|
(202.2
|
)
|
|
(34.3
|
)%
|
||
Net sales
(3)
|
381.6
|
|
|
358.7
|
|
|
6.4
|
%
|
||
Cost of goods sold
|
(224.1
|
)
|
|
(239.9
|
)
|
|
(6.6
|
)%
|
||
Gross profit
|
157.5
|
|
|
118.8
|
|
|
32.6
|
%
|
||
Marketing, general and administrative expenses
|
(125.2
|
)
|
|
(119.3
|
)
|
|
4.9
|
%
|
||
Special items, net
(4)
|
(2.6
|
)
|
|
(0.7
|
)
|
|
N/M
|
|
||
Operating income (loss)
|
29.7
|
|
|
(1.2
|
)
|
|
N/M
|
|
||
Interest income
(5)
|
1.0
|
|
|
0.8
|
|
|
25.0
|
%
|
||
Other income (expense), net
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(87.5
|
)%
|
||
Income (loss) from continuing operations before income taxes
|
$
|
30.6
|
|
|
$
|
(1.2
|
)
|
|
N/M
|
|
(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 Brand Volume" above for further details.
|
(2)
|
Excludes royalty volume of 0.325 million hectoliters and 0.036 million hectoliters for the three months ended March 31, 2017, and March 31, 2016, respectively.
|
(3)
|
Reflects gross inter-segment sales and volumes which are eliminated in the consolidated totals.
|
(4)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
of the Notes for detail of special items.
|
(5)
|
Interest income is earned on trade loans to on-premise customers exclusively in the U.K. and is typically driven by note receivable balances outstanding from period to period.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
(1)(2)
|
0.528
|
|
|
0.305
|
|
|
73.1
|
%
|
||
Sales
|
$
|
66.3
|
|
|
$
|
36.6
|
|
|
81.1
|
%
|
Excise taxes
|
(4.5
|
)
|
|
(5.6
|
)
|
|
(19.6
|
)%
|
||
Net sales
|
61.8
|
|
|
31.0
|
|
|
99.4
|
%
|
||
Cost of goods sold
(3)
|
(39.0
|
)
|
|
(20.6
|
)
|
|
89.3
|
%
|
||
Gross profit
|
22.8
|
|
|
10.4
|
|
|
119.2
|
%
|
||
Marketing, general and administrative expenses
|
(21.0
|
)
|
|
(12.7
|
)
|
|
65.4
|
%
|
||
Special items, net
(4)
|
(0.3
|
)
|
|
—
|
|
|
N/M
|
|
||
Operating income (loss)
|
1.5
|
|
|
(2.3
|
)
|
|
N/M
|
|
||
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Income (loss) from continuing operations before income taxes
|
$
|
1.5
|
|
|
$
|
(2.3
|
)
|
|
N/M
|
|
(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 Brand Volume" above for further details.
|
(2)
|
Excludes royalty volume of
0.473 million
hectoliters and
0.301 million
hectoliters for the
three
months ended
March 31, 2017
, and
March 31, 2016
, respectively.
|
(3)
|
Reflects gross inter-segment purchases which are eliminated in the consolidated totals.
|
(4)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
of the Notes for detail of special items.
|
|
Three Months Ended
|
|||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
% change
|
|||||
|
(In millions, except percentages)
|
|||||||||
Volume in hectoliters
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Sales
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
(25.0
|
)%
|
Excise taxes
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Net sales
|
0.3
|
|
|
0.4
|
|
|
(25.0
|
)%
|
||
Cost of goods sold
|
63.0
|
|
|
2.8
|
|
|
N/M
|
|
||
Gross profit
|
63.3
|
|
|
3.2
|
|
|
N/M
|
|
||
Marketing, general and administrative expenses
|
(55.7
|
)
|
|
(42.2
|
)
|
|
32.0
|
%
|
||
Special items, net
(1)
|
(0.1
|
)
|
|
—
|
|
|
N/M
|
|
||
Operating income (loss)
|
7.5
|
|
|
(39.0
|
)
|
|
N/M
|
|
||
Interest expense, net
|
(97.6
|
)
|
|
(48.1
|
)
|
|
102.9
|
%
|
||
Other income (expense), net
|
(7.7
|
)
|
|
(17.7
|
)
|
|
(56.5
|
)%
|
||
Income (loss) from continuing operations before income taxes
|
$
|
(97.8
|
)
|
|
$
|
(104.8
|
)
|
|
(6.7
|
)%
|
(1)
|
See Part I-Item 1. Financial Statements,
Note 6, "Special Items"
of the Notes for detail of special items.
|
|
As of
|
||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
||||||
|
(In millions)
|
||||||||||
Current assets
|
$
|
2,279.2
|
|
|
$
|
2,169.6
|
|
|
$
|
3,762.8
|
|
Less: Current liabilities
|
(3,048.7
|
)
|
|
(3,157.5
|
)
|
|
(1,221.9
|
)
|
|||
Add: Current portion of long-term debt and short-term borrowings
|
843.0
|
|
|
684.8
|
|
|
63.5
|
|
|||
Net working capital
|
$
|
73.5
|
|
|
$
|
(303.1
|
)
|
|
$
|
2,604.4
|
|
|
Three Months Ended
|
||||
|
March 31, 2017
|
|
March 31, 2016
|
||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian Dollar (CAD)
|
1.34
|
|
|
1.34
|
|
Euro (EUR)
|
0.94
|
|
|
0.91
|
|
British Pound (GBP)
|
0.81
|
|
|
0.70
|
|
Czech Koruna (CZK)
|
25.37
|
|
|
24.40
|
|
Croatian Kuna (HRK)
|
7.05
|
|
|
6.86
|
|
Serbian Dinar (RSD)
|
115.96
|
|
|
111.73
|
|
New Romanian Leu (RON)
|
4.24
|
|
|
4.12
|
|
Bulgarian Lev (BGN)
|
1.84
|
|
|
1.78
|
|
Hungarian Forint (HUF)
|
290.06
|
|
|
284.51
|
|
|
As of
|
||||
|
March 31, 2017
|
|
December 31, 2016
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian Dollar (CAD)
|
1.33
|
|
|
1.34
|
|
Euro (EUR)
|
0.94
|
|
|
0.95
|
|
British Pound (GBP)
|
0.80
|
|
|
0.81
|
|
Czech Koruna (CZK)
|
25.38
|
|
|
25.69
|
|
Croatian Kuna (HRK)
|
6.99
|
|
|
7.18
|
|
Serbian Dinar (RSD)
|
116.01
|
|
|
117.23
|
|
New Romanian Leu (RON)
|
4.27
|
|
|
4.31
|
|
Bulgarian Lev (BGN)
|
1.84
|
|
|
1.86
|
|
Hungarian Forint (HUF)
|
289.83
|
|
|
294.36
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt obligations
|
$
|
12,356.6
|
|
|
$
|
843.3
|
|
|
$
|
1,832.9
|
|
|
$
|
2,675.4
|
|
|
$
|
7,005.0
|
|
Interest payments on debt obligations
|
4,886.7
|
|
|
354.0
|
|
|
665.9
|
|
|
573.6
|
|
|
3,293.2
|
|
|||||
Retirement plan expenditures
|
603.2
|
|
|
127.5
|
|
|
104.9
|
|
|
106.5
|
|
|
264.3
|
|
|||||
Operating leases
|
215.4
|
|
|
57.2
|
|
|
77.4
|
|
|
45.5
|
|
|
35.3
|
|
|||||
Other long-term obligations
|
3,572.9
|
|
|
1,093.2
|
|
|
1,212.8
|
|
|
675.5
|
|
|
591.4
|
|
|||||
Total obligations
|
$
|
21,634.8
|
|
|
$
|
2,475.2
|
|
|
$
|
3,893.9
|
|
|
$
|
4,076.5
|
|
|
$
|
11,189.2
|
|
|
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
|
$
|
61.2
|
|
|
$
|
59.9
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
MCBC Historical
|
|
MillerCoors Historical
|
|
Pro Forma Adjustments
|
|
Note
|
|
Pro Forma Combined
|
||||||||
Volume in hectoliters
|
6.330
|
|
|
16.388
|
|
|
(0.202
|
)
|
|
(1)
|
|
22.516
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
950.8
|
|
|
$
|
2,069.3
|
|
|
$
|
(11.9
|
)
|
|
(1)
|
|
$
|
3,008.2
|
|
Excise taxes
|
(293.6
|
)
|
|
(253.2
|
)
|
|
—
|
|
|
|
|
(546.8
|
)
|
||||
Net sales
|
657.2
|
|
|
1,816.1
|
|
|
(11.9
|
)
|
|
|
|
2,461.4
|
|
||||
Cost of goods sold
|
(414.0
|
)
|
|
(1,033.0
|
)
|
|
(3.8
|
)
|
|
(2)
|
|
(1,450.8
|
)
|
||||
Gross profit
|
243.2
|
|
|
783.1
|
|
|
(15.7
|
)
|
|
|
|
1,010.6
|
|
||||
Marketing, general and administrative expenses
|
(250.9
|
)
|
|
(409.7
|
)
|
|
1.2
|
|
|
(3)
|
|
(659.4
|
)
|
||||
Special items, net
|
108.6
|
|
|
(36.9
|
)
|
|
—
|
|
|
|
|
71.7
|
|
||||
Equity income in MillerCoors
|
142.4
|
|
|
—
|
|
|
(142.4
|
)
|
|
|
|
—
|
|
||||
Operating income (loss)
|
243.3
|
|
|
336.5
|
|
|
(156.9
|
)
|
|
|
|
422.9
|
|
||||
Interest income (expense), net
|
(47.3
|
)
|
|
(0.5
|
)
|
|
(43.1
|
)
|
|
(4)
|
|
(90.9
|
)
|
||||
Other income (expense), net
|
(15.3
|
)
|
|
1.6
|
|
|
18.4
|
|
|
(5)
|
|
4.7
|
|
||||
Income (loss) from continuing operations before income taxes
|
180.7
|
|
|
337.6
|
|
|
(181.6
|
)
|
|
|
|
336.7
|
|
||||
Income tax benefit (expense)
|
(16.7
|
)
|
|
0.5
|
|
|
(59.5
|
)
|
|
(6)
|
|
(75.7
|
)
|
||||
Net income (loss) from continuing operations
|
164.0
|
|
|
338.1
|
|
|
(241.1
|
)
|
|
|
|
261.0
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(0.5
|
)
|
||||
Net income (loss) including noncontrolling interests
|
163.5
|
|
|
338.1
|
|
|
(241.1
|
)
|
|
|
|
260.5
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
(0.8
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
|
|
(3.6
|
)
|
||||
Net income (loss) attributable to MCBC
|
$
|
162.7
|
|
|
$
|
335.3
|
|
|
$
|
(241.1
|
)
|
|
|
|
$
|
256.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to MCBC from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MCBC from continuing operations
|
$
|
163.2
|
|
|
$
|
335.3
|
|
|
$
|
(241.1
|
)
|
|
|
|
$
|
257.4
|
|
Basic
|
$
|
0.80
|
|
|
|
|
|
|
|
|
$
|
1.20
|
|
||||
Diluted
|
$
|
0.80
|
|
|
|
|
|
|
|
|
$
|
1.19
|
|
||||
Weighted-average shares—basic
|
203.6
|
|
|
|
|
10.8
|
|
|
(7)
|
|
214.4
|
|
|||||
Weighted-average shares—diluted
|
205.1
|
|
|
|
|
10.8
|
|
|
(7)
|
|
215.9
|
|
(1)
|
Sales
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(In millions)
|
||
Hectoliters of beer and other beverages sold
|
(0.202
|
)
|
|
|
|
||
MCBC's beer sales to MillerCoors
|
$
|
2.0
|
|
MillerCoors' beer sales to MCBC
|
9.9
|
|
|
Total pro forma adjustment to sales
|
$
|
11.9
|
|
(2)
|
Cost of Goods Sold
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(In millions)
|
||
MillerCoors' beer purchases from MCBC
(1)
|
$
|
2.0
|
|
MCBC's beer purchases from MillerCoors
(1)
|
9.9
|
|
|
Depreciation
(2)
|
(16.1
|
)
|
|
MillerCoors' royalties paid to SABMiller
(3)
|
3.7
|
|
|
Policy reclassification
(4)
|
(5.5
|
)
|
|
Historical charges recorded for pallets
(5)
|
2.2
|
|
|
Total pro forma adjustment to cost of goods sold
|
$
|
(3.8
|
)
|
(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 the 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 as depreciable fixed assets within Properties, net and the related depreciation is included as part of depreciation expense that is recognized in cost of goods sold. This adjustment reflects the removal of historical pallet amortization expense recorded within cost of goods sold and the depreciation pro forma adjustment above reflects the updated amount to be recorded as cost of goods sold depreciation going forward.
|
(3)
|
Marketing, General and Administrative Expenses
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(In millions)
|
||
Marketing, general and administrative expenses pro forma adjustment for depreciation and amortization
|
$
|
18.7
|
|
MillerCoors' service agreement charges to SABMiller
|
0.5
|
|
|
Policy reclassification - See cost of goods sold note 4 above
|
(5.5
|
)
|
|
Historical transaction costs
|
(14.9
|
)
|
|
Total pro forma adjustment to marketing, general and administrative expenses
|
$
|
(1.2
|
)
|
(4)
|
Interest Income (Expense)
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(In millions)
|
||
Term loan interest expense adjustments
|
$
|
12.6
|
|
Interest expense adjustments from debt issued July 7, 2016
|
50.9
|
|
|
Historical net interest on other items discussed above
|
(20.4
|
)
|
|
Total pro forma adjustment to interest expense
|
$
|
43.1
|
|
(5)
|
Other Income (Expense)
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(In millions)
|
||
Historical financing costs on the bridge loan
|
$
|
18.4
|
|
(6)
|
Income Tax Benefit (Expense)
|
|
Three Months Ended
|
||
|
March 31, 2016
|
||
|
(In millions)
|
||
Total pro forma adjustment to income tax benefit (expense)
|
$
|
(59.5
|
)
|
(7)
|
Weighted-Average Shares Outstanding
|
|
Three Months Ended
|
|
|
March 31, 2016
|
|
|
(In millions)
|
|
Impact of shares issued in February 3, 2016, equity offering
|
|
|
Weighted-average shares—basic
|
10.8
|
|
Weighted-average shares—diluted
|
10.8
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
(In millions)
|
||||||||||||||||||
$
|
57.1
|
|
|
$
|
25.7
|
|
|
$
|
26.3
|
|
|
$
|
5.1
|
|
|
$
|
—
|
|
|
As of
|
||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
||||
Foreign currency risk:
|
|
|
|
||||
Forwards
|
$
|
(30.9
|
)
|
|
$
|
(35.1
|
)
|
Foreign currency denominated debt
|
$
|
(286.5
|
)
|
|
$
|
(223.6
|
)
|
Interest rate risk:
|
|
|
|
||||
Debt
|
$
|
(313.6
|
)
|
|
$
|
(319.3
|
)
|
Interest rate swaps
|
$
|
(21.1
|
)
|
|
$
|
—
|
|
Commodity price risk:
|
|
|
|
||||
Commodity swaps
|
$
|
(35.3
|
)
|
|
$
|
(66.8
|
)
|
Commodity options
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
MOLSON COORS BREWING COMPANY
|
||
|
By:
|
|
/s/ BRIAN C. TABOLT
|
|
|
|
Brian C. Tabolt
Global Controller
(Chief Accounting Officer)
May 3, 2017
|
(a)
|
formulas, recipes, product designs, research, development, research and development techniques, processes, technical and scientific specifications and plans, trade secrets, computer programs, software, source code, electronic codes, engineering data, manufacturing operations and techniques, inventions, ideas, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, and research projects;
|
(b)
|
information about costs, expenses, profits, losses, prices, margins, markets, sales, contracts, supply sources, and lists of actual and potential customers, vendors, suppliers, and distributors of Company;
|
(c)
|
Company plans regarding strategy, research, development, business, sales, marketing, distribution, and merger and acquisition strategy;
|
(d)
|
forecasts, unpublished financial information, financing, budgets, projections, and customer identities, needs, preferences, characteristics, and agreements;
|
(e)
|
employee personnel files and compensation information; and
|
(f)
|
non-public information received by Company from third parties in the course of Company’s business.
|
(a)
|
formulas, recipes, research and development techniques, processes, technical and scientific specifications and plans, trade secrets, computer programs, software, source code, electronic codes, inventions, ideas, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, and research projects;
|
(b)
|
information about costs, expenses, profits, losses, prices, margins, markets, sales, contracts, supply sources, and lists of actual and potential customers, vendors, suppliers, and distributors of Company;
|
(c)
|
Company plans regarding strategy, research, development, business, sales, marketing, distribution, and merger and acquisition strategy;
|
(d)
|
forecasts, unpublished financial information, financing, budgets, projections, and customer identities, needs, preferences, characteristics, and agreements;
|
(e)
|
employee personnel files and compensation information; and
|
(f)
|
non-public information received by Company from third parties in the course of Company’s business.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ MARK R. HUNTER
|
|
|
Mark R. Hunter
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
May 3, 2017
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ TRACEY I. JOUBERT
|
|
|
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
|
|
|
May 3, 2017
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended
March 31, 2017
filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ MARK R. HUNTER
|
|
|
Mark R. Hunter
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
May 3, 2017
|
|
|
|
|
|
/s/ TRACEY I. JOUBERT
|
|
|
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
|
|
|
May 3, 2017
|