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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to ______ .
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DELAWARE
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84-0178360
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1801 California Street, Suite 4600, Denver, Colorado
1555 Notre Dame Street East, Montréal, Québec, Canada
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80202
H2L 2R5
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange
on which registered
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Class A Common Stock, $0.01 par value
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New York Stock Exchange
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Class B Common Stock, $0.01 par value
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New York Stock Exchange
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Senior Floating Rate Notes due 2019
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New York Stock Exchange
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1.25% Senior Notes due 2024
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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(Do not check if a smaller reporting company)
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Class A Common Stock—2,560,568 shares
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Class B Common Stock—195,427,749 shares
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Class A Exchangeable Shares—2,878,535 shares
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Class B Exchangeable Shares—14,691,571 shares
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Page
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Glossary of Terms and Abbreviations
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Item 16.
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Form 10-K
Summary
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AOCI
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Accumulated other comprehensive income (loss)
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CAD
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Canadian dollar
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CZK
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Czech Koruna
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DSUs
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Deferred stock units
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EBITDA
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Earnings before interest, tax, depreciation and amortization
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EPS
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Earnings per share
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EROA
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Assumed long-term expected return on assets
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EUR
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Euro
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FASB
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Financial Accounting Standards Board
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GBP
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British Pound
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HRK
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Croatian Kuna
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JPY
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Japanese Yen
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LIBOR
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London Interbank Offered Rate
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Moody’s
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Moody’s Investors Service Limited, a nationally recognized statistical rating organization designated by the Securities and Exchange Commission
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NAV
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Net asset value
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OCI
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Other comprehensive income (loss)
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OPEB
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Other postretirement benefit plans
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PBO
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Projected benefit obligation
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PSUs
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Performance share units
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RSD
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Serbian Dinar
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RSUs
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Restricted stock units
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S&P 500
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Standard & Poor’s 500 Index®
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SEC
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Securities and Exchange Commission
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Standard & Poor’s
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Standard and Poor’s Ratings Services, a nationally recognized statistical rating organization designated by the SEC
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SOSARs
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Stock-only stock appreciation rights
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STRs
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Sales-to-retailers
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STWs
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Sales-to-wholesalers
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U.K.
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United Kingdom
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U.S.
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United States
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U.S. GAAP
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Accounting principles generally accepted in the United States of America
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USD or $
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U.S. dollar
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VIEs
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Variable interest entities
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Market Capitalization
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(In billions)
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Anheuser-Busch InBev SA/NV
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$
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225.8
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Heineken N.V. ("Heineken")
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$
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60.1
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Asahi Group Holdings, Ltd. ("Asahi")
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$
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24.0
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Carlsberg Group ("Carlsberg")
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$
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18.1
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MCBC
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$
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17.7
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Global priority brands
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Regional champion brands
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Craft and import brands
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Blue Moon
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Hamm's
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Grolsch
(1)
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Coors Banquet
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Icehouse
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Hop Valley
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Coors Light
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Keystone
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Leinenkugel's
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Miller Genuine Draft
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Mickey's
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Peroni Nastro Azurro
(1)
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Miller Lite
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Miller 64
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Pilsner Urquell
(1)
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Miller High Life
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Revolver
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Milwaukee's Best
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Saint Archer
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Olde English
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Sol
(2)
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Steel Reserve
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Terrapin
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Hard cider brands
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Flavored malt beverages
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Crispin
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Henry's Hard
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Smith & Forge
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Redd's
(3)
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Steel Reserve Alloy Series
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(1) Under perpetual royalty-free license from Asahi.
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(2) Under license from Heineken.
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(3) Under perpetual royalty-free license from ABI.
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Global priority brands
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Regional champion brands
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Craft and import brands
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Belgian Moon
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Carling
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Brasseurs de Montréal
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Coors Banquet
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Carling Black Label
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Creemore Springs
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Coors Light
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Keystone
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Le Trou du Diable
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Miller Genuine Draft
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Mad Jack
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Granville Island
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Miller Lite
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Molson Canadian
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Molson Canadian 67
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Molson Canadian Cider
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Molson Dry
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Molson Export
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Old Style Pilsner
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Rickard's
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Licensed and premium import brands
(1)
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Other
(2)
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Amstel Light
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Desperados
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Asahi Select
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Heineken
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Dos Equis
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Asahi Super Dry
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Murphy's
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Moretti
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Labatt Blue
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Newcastle
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Sol
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Labatt Blue Light
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Strongbow cider
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Tecate
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(1) Under license from Heineken.
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(2) Under contract brewing arrangements with Asahi and North American Breweries, Inc. to produce for the U.S. market.
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Global priority brands
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Regional champion brands
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Other
(1)
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Blue Moon
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Bergenbier
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Aspall Cider
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Coors Light
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Borsodi
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Bavaria
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Miller Genuine Draft
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Branik
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Beck's
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Staropramen
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Carling
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Birradamare
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Jelen
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Cobra
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Kamenitza
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Corona Extra
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Niksicko
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Grolsch
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Ozujsko
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Lowenbrau
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Sharp's Doom Bar
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Rekorderlig cider
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Singha
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Stella Artois
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(1) The European business has licensing and distribution agreements with various other brewers through which it also brews and distributes
Beck's, Lowenbrau, Stella Artois
and
Spaten,
as well as a distribution agreement for the exclusive distribution of the
Corona
brand, throughout the Central European countries in which we operate. We have an agreement with Dutch brewer, Bavaria, for the exclusive on-premise and off-premise rights to the sales, distribution and customer marketing of
Bavaria
and its portfolio of brands in the U.K. We also distribute the
Rekorderlig
cider brand in the U.K. and Republic of Ireland. In the U.K., we also sell the
Cobra
brands through the Cobra Beer Partnership Ltd. joint venture and the Grolsch brands through a joint venture with Royal Grolsch N.V., and are the exclusive distributor for several brands including
Singha
. Additionally, in order to be able to provide a full line of beer and other beverages to our U.K. on-premise customers, we sell "factored" brands, which are third-party beverage brands for which we provide distribution to retail, typically on a non-exclusive basis.
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Global priority brands
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Regional champion brands
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Other
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Blue Moon
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Miller High Life
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Carling Strong
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Coors Light
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Molson Canadian
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Coors
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Miller Genuine Draft
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Coors 1873
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Miller Lite
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Coors Extra
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Coors Gold
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Miller Ultra
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Thunderbolt
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Zima
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•
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Headquarters: Chicago, Illinois
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•
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Approximately
7,900
employees
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•
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Second largest brewer by volume in the U.S., selling approximately
25%
of the total
2017
U.S. brewing industry shipments (excluding exports)
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•
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Currently operating seven primary breweries, six craft breweries, two container operations and one cidery
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•
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A portion of the aluminum containers was purchased from Rocky Mountain Metal Container ("RMMC"), our joint venture with Ball Corporation ("Ball"), whose production facilities, which are leased from us, are located near our brewery in Golden, Colorado.
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•
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In addition to the supply agreement with RMMC, we have a supply agreement with Ball to purchase cans and ends in excess of what is supplied through RMMC.
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•
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The RMMC joint venture agreement along with the cans and ends purchase agreement expire on December 31, 2021.
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•
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A portion of the glass bottles was provided by Rocky Mountain Bottle Company ("RMBC"), our joint venture with Owens-Brockway Glass Container, Inc. ("Owens"), whose production facilities, which are leased from us, are located in Wheat Ridge, Colorado. The RMBC joint venture agreement expires on July 31, 2025.
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•
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In addition to the supply agreement with RMBC, we have a supply agreement with Owens for requirements in excess of RMBC's production, which expires on December 31, 2021.
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•
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Kegs are packaged in half, quarter, and one-sixth barrel stainless steel kegs.
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•
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A limited number of kegs are purchased each year, and we have no long-term supply agreement.
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2016
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2015
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|
2014
|
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2013
|
|
2012
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|||||
Beer
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51
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%
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51
|
%
|
|
51
|
%
|
|
52
|
%
|
|
53
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%
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Other alcohol beverages
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49
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%
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|
49
|
%
|
|
49
|
%
|
|
48
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%
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|
47
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%
|
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2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
MCBC's share
|
25
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%
|
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25
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%
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|
26
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%
|
|
27
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%
|
|
28
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%
|
ABI's share
|
43
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%
|
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44
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%
|
|
45
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%
|
|
46
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%
|
|
47
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%
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Others' share
|
32
|
%
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|
31
|
%
|
|
29
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%
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|
27
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%
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|
25
|
%
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•
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Headquarters: Toronto, Ontario
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•
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Approximately
2,400
employees
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•
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Canada's second largest brewer by volume and North America's oldest beer company, selling approximately
33%
of the total
2017
Canada beer market
|
•
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Currently operating five primary breweries and four craft breweries
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•
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We source cans and lids from two primary providers with contracts ending December 2021 and December 2023, respectively.
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•
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The distribution systems in each province generally provide the collection network for returnable bottles and aluminum cans.
|
•
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We single source glass bottles and have a committed supply through December 2021.
|
•
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The standard bottle for beer brewed in Canada is the 341 ml returnable bottle and represents the vast majority of our bottle sales.
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•
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Bottle sales continue to decline as we have experienced a shift in consumers' preference toward aluminum cans. The standard returnable bottle requires significant investment behind our returnable bottle inventory and bottling equipment. The trend away from returnable bottles could result in higher fixed cost deleverage related to these assets and an ultimate decreased need for the assets that support this packaging, which could adversely impact profitability.
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•
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A limited number of kegs are purchased every year, and we have no long-term supply commitment.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Beer
|
47
|
%
|
|
48
|
%
|
|
48
|
%
|
|
48
|
%
|
|
49
|
%
|
Other alcohol beverages
|
53
|
%
|
|
52
|
%
|
|
52
|
%
|
|
52
|
%
|
|
51
|
%
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
MCBC's share
(1)
|
33
|
%
|
|
33
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%
|
|
34
|
%
|
|
37
|
%
|
|
39
|
%
|
ABI's share
(1)
|
42
|
%
|
|
43
|
%
|
|
43
|
%
|
|
43
|
%
|
|
40
|
%
|
Others' share
|
25
|
%
|
|
24
|
%
|
|
23
|
%
|
|
21
|
%
|
|
20
|
%
|
(1)
|
The decrease in MCBC's share in 2015 was largely driven by the loss of the contract with Miller Brewing Company ("Miller"), under which we had exclusive rights to distribute certain
Miller
brands in Canada and was terminated effective March 2015. As a result of the Acquisition, beginning
October 11, 2016
, these
Miller
brands returned to our Canada business. The decrease in MCBC's share and increase in ABI's share from 2013 to 2014 is primarily the result of ABI's acquisition of Grupo Modelo S.A.B. de C.V. ("Modelo") in 2013. MCBC distributed the Modelo brands through the first quarter of 2014. The Modelo brands are now distributed by ABI in Canada.
|
•
|
Headquarters: Prague, Czech Republic
|
•
|
Approximately
6,000
employees
|
•
|
Europe's second largest brewer by volume, on a combined basis, within the European countries in which we operate, with an approximate aggregate
20%
market share (excluding factored products) in
2017
|
•
|
Currently operating twelve primary breweries, three craft breweries and one cidery
|
•
|
A significant majority in returnable bottles sourced under various agreements with third-party suppliers.
|
•
|
A limited number of kegs are purchased each year from various suppliers, and we have no long-term supply commitment. We are currently in the process of signing new agreements which would cover all of our requirements for kegs in 2018.
|
•
|
We are currently in the process of signing new long-term contracts that would cover all of our required supply of cans through 2023.
|
•
|
We have long-term agreements with various manufacturers in the region, covering 100% of our requirements which expire in March 2018 and will be extended through March 2019. We do not currently anticipate future difficulties in accessing recyclable plastic containers.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Beer
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
36
|
%
|
Other alcohol beverages
|
65
|
%
|
|
65
|
%
|
|
65
|
%
|
|
65
|
%
|
|
64
|
%
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
MCBC's share
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
Primary competitors' share
|
56
|
%
|
|
57
|
%
|
|
57
|
%
|
|
59
|
%
|
|
59
|
%
|
Others' share
|
24
|
%
|
|
23
|
%
|
|
23
|
%
|
|
21
|
%
|
|
21
|
%
|
•
|
Headquarters: Denver, Colorado
|
•
|
Approximately
400
employees
|
•
|
International beer markets, including emerging markets, outside the U.S, Canada and Europe
|
•
|
Currently operating under export models and license agreements in Latin America, Africa and Asia Pacific as well as owned breweries, which brew and package brands sold in India
|
•
|
Our Beer Print Report 2017, which presents our new 2025 strategy and highlights of our work across our three focus areas: Responsibly Refreshing, Sustainably Brewing and Collectively Crafted; and
|
•
|
ESG (Environment, Social and Governance) Report, which offers greater detail on Molson Coors 2016 performance.
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Name
|
|
Age
|
|
Position
|
Mark R. Hunter
|
|
55
|
|
President and Chief Executive Officer
|
Tracey I. Joubert
|
|
51
|
|
Chief Financial Officer
|
Gavin D. Hattersley
|
|
55
|
|
President and Chief Executive Officer, MillerCoors LLC
|
Sergey K. Yeskov
|
|
41
|
|
President and Chief Executive Officer, Molson Coors International
|
Simon J. Cox
|
|
50
|
|
President and Chief Executive Officer, Molson Coors Europe
|
Frederic Landtmeters
|
|
44
|
|
President and Chief Executive Officer, Molson Coors Canada
|
Samuel D. Walker
|
|
59
|
|
Chief Legal and Corporate Affairs Officer
|
Celso L. White
|
|
56
|
|
Chief Supply Chain Officer
|
Michelle S. Nettles
|
|
46
|
|
Chief People and Diversity Officer
|
Krishnan Anand
|
|
60
|
|
Chief Growth Officer
|
•
|
failure to implement our business plan for the combined business;
|
•
|
impacts of change in control provisions in contracts and agreements;
|
•
|
failure to retain key customers, employees and suppliers;
|
•
|
unanticipated changes in applicable laws and regulations;
|
•
|
inherent operating risks in the business;
|
•
|
unanticipated issues, expenses and liabilities;
|
•
|
increased foreign currency exposures which could adversely affect the amounts recorded for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our results of operations;
|
•
|
unfamiliarity with operating in many of the countries in which the Miller International Business operates;
|
•
|
reliance on competitors, ABI (or Asahi, in the case of Europe), to provide production services as we continue to transition the business;
|
•
|
failure to develop sustainable production sources prior to the expiration of ABI's (or Asahi's, in the case of Europe) production services.
|
Facility
|
|
Location
|
|
Character
|
U.S. Segment
|
||||
Administrative offices
|
|
Chicago, Illinois
(1)
|
|
U.S. segment headquarters
|
|
|
Golden, Colorado
|
|
U.S. segment administrative office
|
|
|
Milwaukee, Wisconsin
|
|
U.S. segment administrative office
|
Brewery/packaging plants
|
|
Albany, Georgia
(2)
|
|
Brewing and packaging
|
|
|
Elkton, Virginia
|
|
Brewing and packaging
|
|
|
Fort Worth, Texas
(2)
|
|
Brewing and packaging
|
|
|
Golden, Colorado
(2)
|
|
Brewing and packaging
|
|
|
Irwindale, California
|
|
Brewing and packaging
|
|
|
Milwaukee, Wisconsin
(2)
|
|
Brewing and packaging
|
|
|
Trenton, Ohio
(2)
|
|
Brewing and packaging
|
Beer distributorship
|
|
Denver, Colorado
|
|
Distribution
|
Container operations
|
|
Wheat Ridge, Colorado
(3)
|
|
Bottling manufacturing facility
|
|
|
Golden, Colorado
(3)
|
|
Can and end manufacturing facilities
|
Malting operations
|
|
Golden, Colorado
|
|
Malting
|
Canada Segment
|
||||
Administrative offices
|
|
Montréal, Québec
|
|
Corporate headquarters
|
|
|
Toronto, Ontario
|
|
Canada segment headquarters
|
Brewery/packaging plants
|
|
Montréal, Québec
(4)
|
|
Brewing and packaging
|
|
|
Toronto, Ontario
(4)
|
|
Brewing and packaging
|
|
|
Vancouver, British Columbia
(5)
|
|
Brewing and packaging
|
Europe Segment
|
||||
Administrative offices
|
|
Prague, Czech Republic
|
|
Europe segment headquarters
|
Brewery/packaging plants
|
|
Apatin, Serbia
(6)
|
|
Brewing and packaging
|
|
|
Bőcs, Hungary
|
|
Brewing and packaging
|
|
|
Burton-on-Trent, Staffordshire, U.K.
(6)(7)
|
|
Brewing and packaging
|
|
|
Haskovo, Bulgaria
|
|
Brewing and packaging
|
|
|
Niksic, Montenegro
|
|
Brewing and packaging
|
|
|
Ostrava, Czech Republic
|
|
Brewing and packaging
|
|
|
Ploiesti, Romania
(6)
|
|
Brewing and packaging
|
|
|
Prague, Czech Republic
(6)
|
|
Brewing and packaging
|
|
|
Tadcaster Brewery, Yorkshire, U.K.
(6)
|
|
Brewing and packaging
|
|
|
Zagreb, Croatia
|
|
Brewing and packaging
|
(1)
|
We lease the office space for our U.S. segment headquarters in Chicago, Illinois.
|
(2)
|
The Golden, Trenton, Albany, Fort Worth and Milwaukee breweries collectively account for approximately 75% of our U.S. production.
|
(3)
|
The Wheat Ridge and Golden Colorado facilities are leased from us by RMBC and RMMC, respectively.
|
(4)
|
The Montréal and Toronto breweries collectively account for approximately 78% of our Canada production.
|
(5)
|
We lease two brewing and packaging facilities in British Columbia. As part of our ongoing assessment of our Canadian supply chain network, we completed the sale of our Vancouver brewery on March 31, 2016. In conjunction
|
(6)
|
The Burton-on-Trent, Prague, Ploiesti, Apatin and Tadcaster breweries collectively account for approximately 73% of our Europe production.
|
(7)
|
During the fourth quarter of 2015, we announced the planned closure of the Burton South brewery in the U.K., which
is expected to be completed by the first quarter of 2018
. We continue to own the Burton South Brewery as of December 31, 2017.
|
Title of class
|
|
Number of record
security holders
|
Class A common stock, $0.01 par value
|
|
22
|
Class B common stock, $0.01 par value
|
|
2,681
|
Class A exchangeable shares, no par value
|
|
226
|
Class B exchangeable shares, no par value
|
|
2,382
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2017
|
|
|
|
|
|
||||||
First quarter
|
$
|
108.00
|
|
|
$
|
94.63
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
96.00
|
|
|
$
|
84.23
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
91.63
|
|
|
$
|
83.84
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
87.83
|
|
|
$
|
79.84
|
|
|
$
|
0.41
|
|
2016
|
|
|
|
|
|
||||||
First quarter
|
$
|
93.87
|
|
|
$
|
81.97
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
103.78
|
|
|
$
|
91.85
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
110.17
|
|
|
$
|
91.86
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
109.99
|
|
|
$
|
95.07
|
|
|
$
|
0.41
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2017
|
|
|
|
|
|
||||||
First quarter
|
$
|
102.14
|
|
|
$
|
94.12
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
97.50
|
|
|
$
|
85.46
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
94.02
|
|
|
$
|
80.92
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
84.91
|
|
|
$
|
76.25
|
|
|
$
|
0.41
|
|
2016
|
|
|
|
|
|
||||||
First quarter
|
$
|
97.00
|
|
|
$
|
80.78
|
|
|
$
|
0.41
|
|
Second quarter
|
$
|
104.15
|
|
|
$
|
91.17
|
|
|
$
|
0.41
|
|
Third quarter
|
$
|
111.24
|
|
|
$
|
89.40
|
|
|
$
|
0.41
|
|
Fourth quarter
|
$
|
112.19
|
|
|
$
|
94.10
|
|
|
$
|
0.41
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2017
|
|
|
|
|
|
|
|||||
First quarter
|
CAD
|
131.88
|
|
|
CAD
|
120.00
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
125.00
|
|
|
CAD
|
111.00
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
120.00
|
|
|
CAD
|
101.00
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
110.00
|
|
|
CAD
|
101.50
|
|
|
$
|
0.41
|
|
2016
|
|
|
|
|
|
|
|||||
First quarter
|
CAD
|
126.34
|
|
|
CAD
|
116.00
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
130.84
|
|
|
CAD
|
121.82
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
137.84
|
|
|
CAD
|
120.00
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
140.00
|
|
|
CAD
|
128.20
|
|
|
$
|
0.41
|
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2017
|
|
|
|
|
|
||||||
First quarter
|
CAD
|
134.75
|
|
|
CAD
|
120.00
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
132.69
|
|
|
CAD
|
111.74
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
117.25
|
|
|
CAD
|
100.55
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
107.54
|
|
|
CAD
|
98.04
|
|
|
$
|
0.41
|
|
2016
|
|
|
|
|
|
||||||
First quarter
|
CAD
|
129.87
|
|
|
CAD
|
114.90
|
|
|
$
|
0.41
|
|
Second quarter
|
CAD
|
133.94
|
|
|
CAD
|
118.13
|
|
|
$
|
0.41
|
|
Third quarter
|
CAD
|
145.51
|
|
|
CAD
|
120.02
|
|
|
$
|
0.41
|
|
Fourth quarter
|
CAD
|
147.85
|
|
|
CAD
|
125.01
|
|
|
$
|
0.41
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Molson Coors
|
$
|
100.00
|
|
|
$
|
132.37
|
|
|
$
|
179.63
|
|
|
$
|
231.25
|
|
|
$
|
243.65
|
|
|
$
|
209.27
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
129.10
|
|
|
$
|
146.76
|
|
|
$
|
148.77
|
|
|
$
|
162.96
|
|
|
$
|
198.53
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
117.13
|
|
|
$
|
144.30
|
|
|
$
|
181.88
|
|
|
$
|
169.12
|
|
|
$
|
178.93
|
|
|
2017
|
|
2016
(1)
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
11,002.8
|
|
|
$
|
4,885.0
|
|
|
$
|
3,567.5
|
|
|
$
|
4,146.3
|
|
|
$
|
4,206.1
|
|
Net income from continuing operations attributable to MCBC
|
$
|
1,412.7
|
|
|
$
|
1,995.8
|
|
|
$
|
391.3
|
|
|
$
|
538.1
|
|
|
$
|
581.3
|
|
Net income from continuing operations attributable to MCBC per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
6.56
|
|
|
$
|
9.41
|
|
|
$
|
2.11
|
|
|
$
|
2.91
|
|
|
$
|
3.18
|
|
Diluted
|
$
|
6.52
|
|
|
$
|
9.35
|
|
|
$
|
2.10
|
|
|
$
|
2.89
|
|
|
$
|
3.16
|
|
Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
30,246.9
|
|
|
$
|
29,341.5
|
|
|
$
|
12,276.3
|
|
|
$
|
13,980.1
|
|
|
$
|
15,560.5
|
|
Current portion of long-term debt and short-term borrowings
|
$
|
714.8
|
|
|
$
|
684.8
|
|
|
$
|
28.7
|
|
|
$
|
849.0
|
|
|
$
|
586.9
|
|
Long-term debt
|
$
|
10,598.7
|
|
|
$
|
11,387.7
|
|
|
$
|
2,908.7
|
|
|
$
|
2,321.3
|
|
|
$
|
3,193.4
|
|
Other information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share of common stock
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.48
|
|
|
$
|
1.28
|
|
(1)
|
Includes MillerCoors' results of operations on a consolidated basis for the post-Acquisition period
October 11, 2016
, through December 31, 2016, as well as the assets acquired and related debt issued in connection with the Acquisition. Prior to
October 11, 2016
, MCBC’s
42%
share of MillerCoors' results of operations was reported as equity income in MillerCoors in the consolidated statements of operations and our 42% share of MillerCoors' net assets was reported as Investment in MillerCoors in the consolidated balance sheets. Also included in net income from continuing operations attributable to MCBC is a net special items gain of approximately
$3.0 billion
related to the fair value remeasurement of our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 4, "Acquisition and Investments"
of the Notes for further discussion.
|
|
For the years ended
|
||||||||||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|
December 31, 2015
|
|
|
||||||||||||||||
|
As Reported
|
|
As Reported
|
|
Pro Forma
|
|
Pro Forma Change
|
|
As Reported
|
|
Pro Forma
|
|
Pro Forma Change
|
||||||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||||||||||
Financial volume in hectoliters
(1)
|
99.563
|
|
|
46.912
|
|
|
101.934
|
|
|
(2.3
|
)%
|
|
33.746
|
|
|
104.012
|
|
|
(2.0
|
)%
|
|||||
Net sales
|
$
|
11,002.8
|
|
|
$
|
4,885.0
|
|
|
$
|
10,983.2
|
|
|
0.2
|
%
|
|
$
|
3,567.5
|
|
|
$
|
11,238.1
|
|
|
(2.3
|
)%
|
Net income (loss) attributable to MCBC from continuing operations
|
$
|
1,412.7
|
|
|
$
|
1,995.8
|
|
|
$
|
294.6
|
|
|
N/M
|
|
|
$
|
391.3
|
|
|
$
|
578.3
|
|
|
(49.1
|
)%
|
Net income (loss) attributable to MCBC per diluted share from continuing operations
|
$
|
6.52
|
|
|
$
|
9.35
|
|
|
$
|
1.36
|
|
|
N/M
|
|
|
$
|
2.10
|
|
|
$
|
2.67
|
|
|
(49.1
|
)%
|
(1)
|
Historical financial 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.
|
•
|
On an as reported basis -
In
2017
, net income attributable to MCBC from continuing operations decreased
29.2%
compared to the prior year largely due to a benefit recorded to special items, net in 2016 for the revaluation gain on the excess of the estimated fair value remeasurement for our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors. This was partially offset by the incremental net income recorded in 2017 associated with the Acquisition. Further, 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 in our Europe business which favorably impacted net sales and net income attributable to MCBC from continuing operations.
|
•
|
On a pro forma basis -
In
2017
, net income attributable to MCBC from continuing operations increased from
$294.6 million
to
$1,412.7 million
, primarily as a result of lower special charges specifically related to the 2016 impairment
|
•
|
During 2017, we issued the 2017 Notes and fully repaid our term loans and also refinanced our senior notes maturing during the year with commercial paper, resulting in net debt payments of approximately $1.1 billion, which will generate future interest savings and will contribute to meeting our deleveraging commitments. In addition, we also made contributions of approximately
$310 million
to our defined benefit pension plans as part of our overall pension de-risking strategy and deleveraging goals.
|
•
|
We generated cash flow from operating activities of approximately
$1.9 billion
, representing a
65.6%
increase from approximately
$1.1 billion
in 2016. The increase in operating cash flow in
2017
compared to
2016
is primarily related to the addition of the consolidated U.S. business and lower cash paid for taxes (refund in 2017 as compared to cash tax paid in 2016), partially offset by higher cash paid for interest and higher pension contributions.
|
•
|
Regional financial highlights:
|
•
|
In the U.S. segment, our income from continuing operations before income taxes decreased on a reported basis due to a net gain in 2016 of approximately
$3.0 billion
recorded within special items related to the Acquisition. On a pro forma basis compared to 2016, our income from continuing operations before income taxes increased driven by higher net pricing, cost savings and lower marketing, general and administrative expenses, partially offset by cost of goods sold inflation, and lower shipment volumes. During the year we focused on gaining segment share in premium, accelerating performance in above premium and stabilizing our below premium brand volume. In the premium segment,
Coors Banquet
completed its eleventh consecutive year of volume growth. We also grew our share of the premium light segment with both
Miller Lite
and
Coors Light
.
Miller Lite
completed its thirteenth consecutive quarter of increased segment share which elevated the brand to the number three beer in America, according to Nielsen.
Coors Light
remained the number two beer and completed its eleventh consecutive quarter of increased segment share. In above premium,
Blue Moon Belgian White
grew during each quarter and continued to acquire incremental tap handles while
Leinenkugel's
was up low-single digits for the year, carried by
Summer Shandy's
best volume year in the brand's history. Our below premium brand volumes showed a trend improvement relative to recent years led by the
Keystone
family.
|
•
|
In our Canada segment, we drove positive pricing and mix resulting from lower year-over-year contract brewing volume. However, volume declined as a result of market pressure in Quebec and weak industry performance in Ontario. We reported income from continuing operations before income taxes of
$212.8 million
in
2017
compared to a loss of
$125.6 million
in
2016
primarily driven by lower special charges due to indefinite-lived intangible asset brand impairment charges incurred in 2016 of
$495.2 million
, positive pricing, cost savings and favorable foreign currency impacts, partially offset by lower volume, cycling lower distribution costs from the prior year, cost inflation, higher brand amortization, and higher compensation expense.
|
•
|
In our Europe segment, our continued portfolio premiumization and mix management positively impacted our performance as we grew volumes in our above premium brands. In 2017, we reported income from continuing operations before income taxes of
$281.0 million
, versus income of
$149.7 million
in
2016
, primarily driven by the first quarter 2017 reversal of the indirect tax provision which was recognized in the fourth quarter of 2016 and higher net pension benefits. We also grew our market share as brand volumes increased 10.3% in Europe.
|
•
|
Our International segment reported a loss from continuing operations before income taxes of
$19.7 million
in
2017
, compared to a loss of
$39.7 million
in the prior year, primarily driven by special charges as a result of total alcohol prohibition in the state of Bihar, India which resulted in an aggregate impairment charge of $30.8 million recorded in 2016. This improvement was also driven by the addition of the results of the MillerCoors Puerto Rico business, which were previously included as part of the U.S. segment, volume growth in several Latin American markets, and the addition of the
Miller
global brands. Overall improvements in the International segment were partially offset by the transfer of royalty and export volume to the Europe segment and the loss of the
Modelo
contract in Japan.
|
•
|
Brand highlights:
|
•
|
Global priority brand volume increased 2.8% in
2017
versus
2016
, driven by growth in Europe, Canada and International, partially offset by declines in the U.S. The overall increase is driven by growth from all global priority brands with the exception of
Coors Light
as discussed below.
|
•
|
Blue Moon Belgian White
global brand volume increased 4.1% in
2017
versus
2016
, due to strong growth globally.
|
•
|
Carling
brand volume in Europe decreased by 0.6% versus
2016
, driven by a decrease of 2.3% in the mainstream lager market in U.K. However,
Carling
maintained its share within its segment compared to the prior year.
|
•
|
Coors
global brand volume -
Coors Light
global brand volume declined 2.9% in
2017
versus
2016
, as lower volumes in the U.S. and Canada were partially offset by strong performance in Europe and International. Although volumes in the U.S. were lower than prior year,
Coors Light
gained share of the premium light segment for the eleventh consecutive quarter. The declines in Canada were the result of ongoing competitive pressures in Quebec and Ontario.
Coors Banquet
global brand volume increased 4.2% in
2017
versus
2016
, due to continued strong performance in the U.S. and Canada.
|
•
|
Miller
global brand volume -
Miller Lite
and
Miller Genuine Draft
global brand volumes increased 1.3% and 116.1% in
2017
versus
2016
, respectively, due to the addition of the
Miller
global brands business. Additionally,
Miller Lite
gained share of the premium light segment in the U.S. for the thirteenth consecutive quarter.
|
•
|
Molson Canadian
brand volume in Canada decreased 4.7% during
2017
versus the prior year, primarily driven by challenging economic conditions in Ontario and competitive pressures in the West.
|
•
|
Staropramen
global brand volume increased 2.7% during
2017
versus
2016
, driven by growth outside of the brand's primary market.
|
|
For the years ended
|
|||||||||||||
|
December 31, 2017
|
|
Change
|
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
|||||
|
(In millions, except percentages)
|
|||||||||||||
Volume in hectoliters:
|
|
|
|
|
|
|
|
|
|
|||||
Financial volume
|
99.563
|
|
|
112.2
|
%
|
|
46.912
|
|
|
39.0
|
%
|
|
33.746
|
|
Less: Contract brewing and wholesaler volume
|
(8.602
|
)
|
|
108.6
|
%
|
|
(4.124
|
)
|
|
18.4
|
%
|
|
(3.482
|
)
|
Add: Royalty volume
|
3.685
|
|
|
75.3
|
%
|
|
2.102
|
|
|
28.9
|
%
|
|
1.631
|
|
Add: STW to STR adjustment
|
(0.687
|
)
|
|
(197.2
|
)%
|
|
0.707
|
|
|
N/M
|
|
|
(0.041
|
)
|
Owned volume
|
93.959
|
|
|
106.1
|
%
|
|
45.597
|
|
|
43.1
|
%
|
|
31.854
|
|
Add: Proportionate share of equity investment worldwide brand volume
|
—
|
|
|
(100.0
|
)%
|
|
19.940
|
|
|
(23.9
|
)%
|
|
26.211
|
|
Total worldwide brand volume
|
93.959
|
|
|
43.4
|
%
|
|
65.537
|
|
|
12.9
|
%
|
|
58.065
|
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
(1)
|
|
Total
|
|||||
Consolidated
|
112.2
|
%
|
|
13.3
|
%
|
|
(0.3
|
)%
|
|
—
|
%
|
|
125.2
|
%
|
Canada
|
(1.6
|
)%
|
|
2.2
|
%
|
|
1.7
|
%
|
|
—
|
%
|
|
2.3
|
%
|
Europe
|
3.1
|
%
|
|
2.9
|
%
|
|
(2.1
|
)%
|
|
6.4
|
%
|
|
10.3
|
%
|
International
|
60.1
|
%
|
|
1.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
61.4
|
%
|
(1)
|
Europe "other" column includes the release of an indirect tax provision as further discussed below.
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other
(1)
|
|
Total
|
|||||
Consolidated
|
39.0
|
%
|
|
3.0
|
%
|
|
(5.1
|
)%
|
|
—
|
%
|
|
36.9
|
%
|
Canada
|
(2.8
|
)%
|
|
0.2
|
%
|
|
(3.1
|
)%
|
|
—
|
%
|
|
(5.7
|
)%
|
Europe
|
(1.7
|
)%
|
|
4.2
|
%
|
|
(7.2
|
)%
|
|
(3.4
|
)%
|
|
(8.1
|
)%
|
International
|
(7.3
|
)%
|
|
19.1
|
%
|
|
1.4
|
%
|
|
—
|
%
|
|
13.2
|
%
|
(1)
|
Europe "other" column includes an indirect tax provision recorded in the fourth quarter of 2016 as further discussed below.
|
|
For the years ended
|
|||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||
Effective tax rate
|
(4
|
)%
|
|
35
|
%
|
|
14
|
%
|
|
For the year
ended
December 31,
2017
|
|
For the period
January 1
through
October 10,
2016
|
|
For the period
October 11
through
December 31, 2016
|
|
For the year ended
December 31, 2016
|
|
|
|||||||||||||
|
|
|
|
|
|
|||||||||||||||||
|
As Reported
by MCBC |
|
As Reported
by
MillerCoors
|
|
As Reported
by MCBC |
|
Pro Forma Adjustments
(1)
|
|
Pro
Forma
(1)
|
|
Pro Forma
Change
|
|||||||||||
|
(In millions, except percentages)
|
|||||||||||||||||||||
Financial volume in hectoliters
(2)(3)
|
67.731
|
|
|
55.750
|
|
|
14.436
|
|
|
—
|
|
|
70.186
|
|
|
(3.5
|
)%
|
|||||
Sales
(3)
|
$
|
8,541.7
|
|
|
$
|
6,987.2
|
|
|
$
|
1,780.0
|
|
|
$
|
(23.2
|
)
|
|
$
|
8,744.0
|
|
|
(2.3
|
)%
|
Excise taxes
|
(1,036.0
|
)
|
|
(861.8
|
)
|
|
(213.4
|
)
|
|
12.3
|
|
|
(1,062.9
|
)
|
|
(2.5
|
)%
|
|||||
Net sales
(3)
|
7,505.7
|
|
|
6,125.4
|
|
|
1,566.6
|
|
|
(10.9
|
)
|
|
7,681.1
|
|
|
(2.3
|
)%
|
|||||
Cost of goods sold
(3)
|
(4,331.5
|
)
|
|
(3,457.4
|
)
|
|
(1,026.0
|
)
|
|
37.8
|
|
|
(4,445.6
|
)
|
|
(2.6
|
)%
|
|||||
Gross profit
|
3,174.2
|
|
|
2,668.0
|
|
|
540.6
|
|
|
26.9
|
|
|
3,235.5
|
|
|
(1.9
|
)%
|
|||||
Marketing, general and administrative expenses
|
(1,782.1
|
)
|
|
(1,413.2
|
)
|
|
(430.9
|
)
|
|
(27.3
|
)
|
|
(1,871.4
|
)
|
|
(4.8
|
)%
|
|||||
Special items, net
(4)
|
(9.9
|
)
|
|
(85.6
|
)
|
|
2,959.1
|
|
|
(2,965.0
|
)
|
|
(91.5
|
)
|
|
(89.2
|
)%
|
|||||
Operating income
|
1,382.2
|
|
|
1,169.2
|
|
|
3,068.8
|
|
|
(2,965.4
|
)
|
|
1,272.6
|
|
|
8.6
|
%
|
|||||
Interest income (expense), net
|
13.1
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
N/M
|
|
|||||
Other income (expense), net
|
(2.4
|
)
|
|
3.7
|
|
|
0.7
|
|
|
—
|
|
|
4.4
|
|
|
(154.5
|
)%
|
|||||
Income (loss) from continuing operations before income taxes
|
$
|
1,392.9
|
|
|
$
|
1,171.5
|
|
|
$
|
3,069.5
|
|
|
$
|
(2,965.4
|
)
|
|
$
|
1,275.6
|
|
|
9.2
|
%
|
(1)
|
Pro forma amounts give effect to the Acquisition as if it had occurred at the beginning of fiscal year 2015 and have been updated to reflect that effective January 1, 2017, the results of the MillerCoors Puerto Rico business, which were previously included as part of the U.S. segment, are now reported within the International segment. See Part II - Item 7 Management's Discussion and Analysis, "Unaudited Pro Forma Financial Information," for details of pro forma adjustments.
|
(2)
|
Historical financial 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, includes gross inter-segment sales, purchases, and volumes which are eliminated in the consolidated totals.
|
(4)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" of the Notes for detail of special items.
|
|
For the period
January 1
through
October 10,
2016
|
|
For the period
October 11
through
December 31, 2016
|
|
For the years ended
|
|||||||||||||||||||||||||
|
|
|
December 31, 2016
|
|
|
|
December 31, 2015
|
|||||||||||||||||||||||
|
As Reported
by
MillerCoors
|
|
As Reported
by MCBC |
|
Pro Forma Adjustments
(1)
|
|
Pro
Forma
(1)
|
|
Pro Forma
Change
|
|
As Reported
by
MillerCoors
|
|
Pro Forma Adjustments
(1)
|
|
Pro
Forma
(1)
|
|||||||||||||||
|
(In millions, except percentages)
|
|||||||||||||||||||||||||||||
Financial volume in hectoliters
(2)(3)
|
55.750
|
|
|
14.436
|
|
|
—
|
|
|
70.186
|
|
|
(1.5
|
)%
|
|
71.220
|
|
|
—
|
|
|
71.220
|
|
|||||||
Sales
(3)
|
$
|
6,987.2
|
|
|
$
|
1,780.0
|
|
|
$
|
(23.2
|
)
|
|
$
|
8,744.0
|
|
|
(0.6
|
)%
|
|
$
|
8,822.2
|
|
|
$
|
(24.6
|
)
|
|
$
|
8,797.6
|
|
Excise taxes
|
(861.8
|
)
|
|
(213.4
|
)
|
|
12.3
|
|
|
(1,062.9
|
)
|
|
(3.1
|
)%
|
|
(1,096.7
|
)
|
|
—
|
|
|
(1,096.7
|
)
|
|||||||
Net sales
(3)
|
6,125.4
|
|
|
1,566.6
|
|
|
(10.9
|
)
|
|
7,681.1
|
|
|
(0.3
|
)%
|
|
7,725.5
|
|
|
(24.6
|
)
|
|
7,700.9
|
|
|||||||
Cost of goods sold
(3)
|
(3,457.4
|
)
|
|
(1,026.0
|
)
|
|
37.8
|
|
|
(4,445.6
|
)
|
|
(3.9
|
)%
|
|
(4,547.5
|
)
|
|
(78.2
|
)
|
|
(4,625.7
|
)
|
|||||||
Gross profit
|
2,668.0
|
|
|
540.6
|
|
|
26.9
|
|
|
3,235.5
|
|
|
5.2
|
%
|
|
3,178.0
|
|
|
(102.8
|
)
|
|
3,075.2
|
|
|||||||
Marketing, general and administrative expenses
|
(1,413.2
|
)
|
|
(430.9
|
)
|
|
(27.3
|
)
|
|
(1,871.4
|
)
|
|
(0.5
|
)%
|
|
(1,828.7
|
)
|
|
(52.3
|
)
|
|
(1,881.0
|
)
|
|||||||
Special items, net
(4)
|
(85.6
|
)
|
|
2,959.1
|
|
|
(2,965.0
|
)
|
|
(91.5
|
)
|
|
(16.9
|
)%
|
|
(110.1
|
)
|
|
—
|
|
|
(110.1
|
)
|
|||||||
Operating income
|
1,169.2
|
|
|
3,068.8
|
|
|
(2,965.4
|
)
|
|
1,272.6
|
|
|
17.4
|
%
|
|
1,239.2
|
|
|
(155.1
|
)
|
|
1,084.1
|
|
|||||||
Interest income (expense), net
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(12.5
|
)%
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||||
Other income (expense), net
|
3.7
|
|
|
0.7
|
|
|
—
|
|
|
4.4
|
|
|
(22.8
|
)%
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
1,171.5
|
|
|
$
|
3,069.5
|
|
|
$
|
(2,965.4
|
)
|
|
$
|
1,275.6
|
|
|
17.2
|
%
|
|
$
|
1,243.3
|
|
|
$
|
(155.1
|
)
|
|
$
|
1,088.2
|
|
(1)
|
Pro forma amounts give effect to the Acquisition as if it had occurred at the beginning of fiscal year 2015 and have been updated to reflect that effective January 1, 2017, the results of the MillerCoors Puerto Rico business, which were previously included as part of the U.S. segment, are now reported within the International segment. See Part II - Item 7 Management's Discussion and Analysis, "Unaudited Pro Forma Financial Information," for details of pro forma adjustments.
|
(2)
|
Historical financial 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, includes gross inter-segment sales, purchases, and volumes which are eliminated in the consolidated totals.
|
(4)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" of the Notes for detail of special items.
|
|
For the period
January 1
through
October 10,
2016
|
|
|
|
For the year ended
December 31, 2015 |
|||||
|
|
Change
|
|
|||||||
|
(In millions, except percentages)
|
|||||||||
Income (loss) from continuing operations before income taxes
|
$
|
1,171.5
|
|
|
(5.8
|
)%
|
|
$
|
1,243.3
|
|
Income tax expense
|
(3.3
|
)
|
|
(29.8
|
)%
|
|
(4.7
|
)
|
||
Net (income) loss attributable to noncontrolling interest
|
(11.0
|
)
|
|
(47.1
|
)%
|
|
(20.8
|
)
|
||
Net income attributable to MillerCoors
|
$
|
1,157.2
|
|
|
(5.0
|
)%
|
|
$
|
1,217.8
|
|
MCBC's economic interest
|
42
|
%
|
|
|
|
42
|
%
|
|||
MCBC's proportionate share of MillerCoors' net income
|
486.0
|
|
|
(5.0
|
)%
|
|
511.5
|
|
||
Amortization of the difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
3.3
|
|
|
(28.3
|
)%
|
|
4.6
|
|
||
Share-based compensation adjustment
(1)
|
(0.7
|
)
|
|
N/M
|
|
|
0.2
|
|
||
U.S. import tax benefit
(1)
|
12.3
|
|
|
N/M
|
|
|
—
|
|
||
Equity income in MillerCoors
|
$
|
500.9
|
|
|
(3.0
|
)%
|
|
$
|
516.3
|
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 4, "Acquisition and Investments"
of the Notes, for a detailed discussion of these equity method adjustments prior to the Acquisition.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2017
|
|
Change
|
|
December 31, 2016
(1)
|
|
Change
|
|
December 31, 2015
(1)
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters
(2)(3)
|
8.805
|
|
|
(1.6
|
)%
|
|
8.950
|
|
|
(2.8
|
)%
|
|
9.207
|
|
|||
Sales
(3)
|
$
|
1,906.2
|
|
|
1.4
|
%
|
|
$
|
1,879.4
|
|
|
(5.8
|
)%
|
|
$
|
1,994.2
|
|
Excise taxes
|
(448.2
|
)
|
|
(1.2
|
)%
|
|
(453.7
|
)
|
|
(6.0
|
)%
|
|
(482.7
|
)
|
|||
Net sales
(3)
|
1,458.0
|
|
|
2.3
|
%
|
|
1,425.7
|
|
|
(5.7
|
)%
|
|
1,511.5
|
|
|||
Cost of goods sold
(3)
|
(847.7
|
)
|
|
6.9
|
%
|
|
(793.2
|
)
|
|
(6.2
|
)%
|
|
(845.3
|
)
|
|||
Gross profit
|
610.3
|
|
|
(3.5
|
)%
|
|
632.5
|
|
|
(5.1
|
)%
|
|
666.2
|
|
|||
Marketing, general and administrative expenses
|
(397.1
|
)
|
|
9.8
|
%
|
|
(361.6
|
)
|
|
2.6
|
%
|
|
(352.5
|
)
|
|||
Special items, net
(4)
|
(11.5
|
)
|
|
(97.2
|
)%
|
|
(404.3
|
)
|
|
N/M
|
|
|
(27.2
|
)
|
|||
Operating income (loss)
|
201.7
|
|
|
N/M
|
|
|
(133.4
|
)
|
|
(146.6
|
)%
|
|
286.5
|
|
|||
Other income (expense), net
(5)
|
11.1
|
|
|
42.3
|
%
|
|
7.8
|
|
|
(23.5
|
)%
|
|
10.2
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
212.8
|
|
|
N/M
|
|
|
$
|
(125.6
|
)
|
|
(142.3
|
)%
|
|
$
|
296.7
|
|
(1)
|
Cost of goods sold, gross profit, marketing, general and administrative expenses, operating income (loss) and income (loss) from continuing operations before income taxes for 2016 and 2015, and special items, net, for 2016, have been
|
(2)
|
Historical financial 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)
|
Includes gross inter-segment sales, purchases and volumes, which are eliminated in the consolidated totals.
|
(4)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" of the Notes for detail of special items.
|
(5)
|
See Part II—Item 8 Financial Statements and Supplementary Data,
Note 5, "Other Income and Expense"
of the Notes for detail of other income (expense).
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2017
|
|
Change
|
|
December 31, 2016
(1)
|
|
Change
|
|
December 31, 2015
(1)
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters
(2)(3)(4)
|
23.290
|
|
|
3.1
|
%
|
|
22.590
|
|
|
(1.7
|
)%
|
|
22.981
|
|
|||
Sales
(4)
|
$
|
2,888.3
|
|
|
4.0
|
%
|
|
$
|
2,778.1
|
|
|
(6.1
|
)%
|
|
$
|
2,959.6
|
|
Excise taxes
|
(947.6
|
)
|
|
(6.9
|
)%
|
|
(1,017.9
|
)
|
|
(2.6
|
)%
|
|
(1,044.7
|
)
|
|||
Net sales
(4)
|
1,940.7
|
|
|
10.3
|
%
|
|
1,760.2
|
|
|
(8.1
|
)%
|
|
1,914.9
|
|
|||
Cost of goods sold
|
(1,146.9
|
)
|
|
2.8
|
%
|
|
(1,116.2
|
)
|
|
(5.2
|
)%
|
|
(1,177.4
|
)
|
|||
Gross profit
|
793.8
|
|
|
23.3
|
%
|
|
644.0
|
|
|
(12.7
|
)%
|
|
737.5
|
|
|||
Marketing, general and administrative expenses
|
(511.7
|
)
|
|
1.0
|
%
|
|
(506.6
|
)
|
|
(0.5
|
)%
|
|
(508.9
|
)
|
|||
Special items, net
(5)
|
(5.0
|
)
|
|
N/M
|
|
|
(0.6
|
)
|
|
(99.8
|
)%
|
|
(313.1
|
)
|
|||
Operating income (loss)
|
277.1
|
|
|
102.6
|
%
|
|
136.8
|
|
|
N/M
|
|
|
(84.5
|
)
|
|||
Interest income
|
3.6
|
|
|
—
|
%
|
|
3.6
|
|
|
(7.7
|
)%
|
|
3.9
|
|
|||
Other income (expense), net
|
0.3
|
|
|
(96.8
|
)%
|
|
9.3
|
|
|
N/M
|
|
|
(3.1
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
281.0
|
|
|
87.7
|
%
|
|
$
|
149.7
|
|
|
N/M
|
|
|
$
|
(83.7
|
)
|
(1)
|
Cost of goods sold, gross profit, marketing, general and administrative expenses, operating income (loss) and income (loss) from continuing operations before income taxes for 2016 and 2015, and special items, net, for 2016, have been revised to reflect the retrospective application of our change in accounting policy as discussed in Part II—Item 8 Financial Statements and Supplementary Data,
Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"
of the Notes.
|
(2)
|
Historical financial 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)
|
Excludes royalty volume of
1.694 million
hectoliters,
0.194 million
hectoliters and
0.173 million
hectoliters for
2017
,
2016
and
2015
, respectively.
|
(4)
|
Includes gross inter-segment sales and volumes, which are eliminated in the consolidated totals.
|
(5)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" of the Notes for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2017
|
|
Change
|
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters
(1)(2)
|
2.394
|
|
|
60.1
|
%
|
|
1.495
|
|
|
(7.3
|
)%
|
|
1.613
|
|
|||
Sales
|
$
|
300.9
|
|
|
57.5
|
%
|
|
$
|
191.0
|
|
|
7.9
|
%
|
|
$
|
177.0
|
|
Excise taxes
|
(36.9
|
)
|
|
34.7
|
%
|
|
(27.4
|
)
|
|
(15.7
|
)%
|
|
(32.5
|
)
|
|||
Net sales
|
264.0
|
|
|
61.4
|
%
|
|
163.6
|
|
|
13.2
|
%
|
|
144.5
|
|
|||
Cost of goods sold
(3)
|
(180.5
|
)
|
|
68.5
|
%
|
|
(107.1
|
)
|
|
8.6
|
%
|
|
(98.6
|
)
|
|||
Gross profit
|
83.5
|
|
|
47.8
|
%
|
|
56.5
|
|
|
23.1
|
%
|
|
45.9
|
|
|||
Marketing, general and administrative expenses
|
(101.7
|
)
|
|
55.7
|
%
|
|
(65.3
|
)
|
|
2.2
|
%
|
|
(63.9
|
)
|
|||
Special items, net
(4)
|
(1.6
|
)
|
|
(94.9
|
)%
|
|
(31.1
|
)
|
|
N/M
|
|
|
(6.4
|
)
|
|||
Operating income (loss)
|
(19.8
|
)
|
|
(50.4
|
)%
|
|
(39.9
|
)
|
|
63.5
|
%
|
|
(24.4
|
)
|
|||
Other income (expense), net
|
0.1
|
|
|
(50.0
|
)%
|
|
0.2
|
|
|
(150.0
|
)%
|
|
(0.4
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(19.7
|
)
|
|
(50.4
|
)%
|
|
$
|
(39.7
|
)
|
|
60.1
|
%
|
|
$
|
(24.8
|
)
|
(1)
|
Historical financial 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
1.991 million
hectoliters,
1.908 million
hectoliters and
1.458 million
hectoliters in
2017
,
2016
and
2015
, respectively.
|
(3)
|
Includes gross inter-segment purchases, which are eliminated in the consolidated totals.
|
(4)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" of the Notes for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2017
|
|
Change
|
|
December 31, 2016
|
|
Change
|
|
December 31, 2015
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Sales
|
$
|
0.9
|
|
|
(10.0
|
)%
|
|
$
|
1.0
|
|
|
—
|
%
|
|
$
|
1.0
|
|
Excise taxes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Net sales
|
0.9
|
|
|
(10.0
|
)%
|
|
1.0
|
|
|
—
|
%
|
|
1.0
|
|
|||
Cost of goods sold
|
122.9
|
|
|
N/M
|
|
|
22.9
|
|
|
N/M
|
|
|
(14.7
|
)
|
|||
Gross profit
|
123.8
|
|
|
N/M
|
|
|
23.9
|
|
|
N/M
|
|
|
(13.7
|
)
|
|||
Marketing, general and administrative expenses
|
(239.8
|
)
|
|
6.4
|
%
|
|
(225.4
|
)
|
|
99.5
|
%
|
|
(113.0
|
)
|
|||
Special items, net
(1)
|
(0.1
|
)
|
|
(85.7
|
)%
|
|
(0.7
|
)
|
|
N/M
|
|
|
—
|
|
|||
Operating income (loss)
|
(116.1
|
)
|
|
(42.6
|
)%
|
|
(202.2
|
)
|
|
59.6
|
%
|
|
(126.7
|
)
|
|||
Interest expense, net
|
(360.0
|
)
|
|
45.2
|
%
|
|
(248.0
|
)
|
|
114.0
|
%
|
|
(115.9
|
)
|
|||
Other income (expense), net
|
(9.2
|
)
|
|
(80.7
|
)%
|
|
(47.7
|
)
|
|
N/M
|
|
|
(5.8
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(485.3
|
)
|
|
(2.5
|
)%
|
|
$
|
(497.9
|
)
|
|
100.4
|
%
|
|
$
|
(248.4
|
)
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" of the Notes for detail of special items.
|
|
For the years ended
|
|||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
|
|
|||
Canadian dollar (CAD)
|
1.27
|
|
|
1.32
|
|
|
1.27
|
|
Euro (EUR)
|
0.88
|
|
|
0.90
|
|
|
0.89
|
|
British pound (GBP)
|
0.77
|
|
|
0.75
|
|
|
0.65
|
|
Czech Koruna (CZK)
|
23.43
|
|
|
24.61
|
|
|
24.48
|
|
Croatian Kuna (HRK)
|
6.59
|
|
|
6.78
|
|
|
6.85
|
|
Serbian Dinar (RSD)
|
112.49
|
|
|
110.81
|
|
|
107.46
|
|
Romanian Leu (RON)
|
4.01
|
|
|
4.05
|
|
|
3.99
|
|
Bulgarian Lev (BGN)
|
1.72
|
|
|
1.77
|
|
|
1.75
|
|
Hungarian Forint (HUF)
|
276.49
|
|
|
285.13
|
|
|
278.85
|
|
|
As of
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian dollar (CAD)
|
1.26
|
|
|
1.34
|
|
Euro (EUR)
|
0.83
|
|
|
0.95
|
|
British pound (GBP)
|
0.74
|
|
|
0.81
|
|
Czech Koruna (CZK)
|
21.29
|
|
|
25.69
|
|
Croatian Kuna (HRK)
|
6.19
|
|
|
7.18
|
|
Serbian Dinar (RSD)
|
98.52
|
|
|
117.23
|
|
Romanian Leu (RON)
|
3.89
|
|
|
4.31
|
|
Bulgarian Lev (BGN)
|
1.63
|
|
|
1.86
|
|
Hungarian Forint (HUF)
|
258.91
|
|
|
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
|
$
|
11,380.5
|
|
|
$
|
715.2
|
|
|
$
|
2,507.5
|
|
|
$
|
1,500.0
|
|
|
$
|
6,657.8
|
|
Interest payments on debt obligations
|
4,498.9
|
|
|
310.5
|
|
|
570.4
|
|
|
489.8
|
|
|
3,128.2
|
|
|||||
Retirement plan expenditures
(1)
|
505.9
|
|
|
60.0
|
|
|
99.4
|
|
|
99.3
|
|
|
247.2
|
|
|||||
Operating leases
|
176.5
|
|
|
54.2
|
|
|
77.2
|
|
|
26.0
|
|
|
19.1
|
|
|||||
Capital leases
|
112.2
|
|
|
4.1
|
|
|
38.5
|
|
|
8.0
|
|
|
61.6
|
|
|||||
Other long-term obligations
(2)
|
3,291.6
|
|
|
818.1
|
|
|
1,277.0
|
|
|
767.6
|
|
|
428.9
|
|
|||||
Total obligations
|
$
|
19,965.6
|
|
|
$
|
1,962.1
|
|
|
$
|
4,570.0
|
|
|
$
|
2,890.7
|
|
|
$
|
10,542.8
|
|
(1)
|
Represents expected contributions under our defined benefit pension plans in the next twelve months and our benefit payments under postretirement benefit plans for all periods presented. The net underfunded liability at
December 31, 2017
, of our defined benefit pension plans (excluding our overfunded plans) and postretirement benefit plans is
$98.7 million
and
$803.6 million
, respectively. Defined benefit pension plan contributions in future years will vary based on a number of factors, including actual plan asset returns and interest rates, and as such, have been excluded from the above table. We fund pension plans to meet the requirements set forth in applicable employee benefits laws. We may also voluntarily increase funding levels to meet financial goals. Excluding BRI and BDL, in
2018
, we expect to make contributions to our defined benefit pension plans of approximately
$10 million
and benefit payments under our OPEB plans of approximately
$50 million
, based on foreign exchange rates as of
December 31, 2017
.
|
(2)
|
Primarily includes non-cancelable purchase commitments as of
December 31, 2017
, that are enforceable and legally binding. Approximately
$2.2 billion
of the total other long-term obligations relate to long-term supply contracts with third parties to purchase raw material, packaging material and energy used in production. Our aggregate commitments for advertising and promotions, including sports sponsorship, total approximately
$906 million
. The remaining amounts relate to derivative payments, sales and marketing, distribution, information technology services, open
|
|
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
|
$
|
63.5
|
|
|
$
|
53.8
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Impact to projected benefit obligation as of
December 31, 2017 - 50 basis points |
||||||
|
Decrease
|
|
Increase
|
||||
|
(In millions)
|
||||||
Projected benefit obligation - unfavorable (favorable)
|
|
|
|
||||
Pension obligation
|
$
|
411.8
|
|
|
$
|
(363.2
|
)
|
OPEB obligation
|
45.8
|
|
|
(42.9
|
)
|
||
Total impact to the projected benefit obligation
|
$
|
457.6
|
|
|
$
|
(406.1
|
)
|
|
Impact to 2017 pension and postretirement benefit costs - 50
basis points (unfavorable) favorable |
||||||
|
Decrease
|
|
Increase
|
||||
|
(In millions)
|
||||||
Description of pension and postretirement plan sensitivity item
|
|
|
|
||||
Expected return on pension plan assets
|
$
|
(29.8
|
)
|
|
$
|
29.8
|
|
Discount rate on pension plans
|
$
|
2.3
|
|
|
$
|
(2.4
|
)
|
Discount rate on postretirement plans
|
$
|
1.1
|
|
|
$
|
(1.0
|
)
|
|
MCBC Historical
|
|
MillerCoors Historical
(1)
|
|
Pro Forma Adjustments
|
|
Note
|
|
Pro Forma Combined
|
||||||||
Financial volume in hectoliters
|
46.912
|
|
|
55.750
|
|
|
(0.728
|
)
|
|
(1)
|
|
101.934
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
6,597.4
|
|
|
$
|
6,987.2
|
|
|
$
|
(39.5
|
)
|
|
(1)
|
|
$
|
13,545.1
|
|
Excise taxes
|
(1,712.4
|
)
|
|
(861.8
|
)
|
|
12.3
|
|
|
(1)
|
|
(2,561.9
|
)
|
||||
Net sales
|
4,885.0
|
|
|
6,125.4
|
|
|
(27.2
|
)
|
|
|
|
10,983.2
|
|
||||
Cost of goods sold
|
(2,987.5
|
)
|
|
(3,457.4
|
)
|
|
77.3
|
|
|
(2)
|
|
(6,367.6
|
)
|
||||
Gross profit
|
1,897.5
|
|
|
2,668.0
|
|
|
50.1
|
|
|
|
|
4,615.6
|
|
||||
Marketing, general and administrative expenses
|
(1,589.8
|
)
|
|
(1,413.2
|
)
|
|
40.2
|
|
|
(3)
|
|
(2,962.8
|
)
|
||||
Special items, net
|
2,522.4
|
|
|
(85.6
|
)
|
|
(2,965.0
|
)
|
|
(4)
|
|
(528.2
|
)
|
||||
Equity income in MillerCoors
|
500.9
|
|
|
—
|
|
|
(500.9
|
)
|
|
|
|
—
|
|
||||
Operating income (loss)
|
3,331.0
|
|
|
1,169.2
|
|
|
(3,375.6
|
)
|
|
|
|
1,124.6
|
|
||||
Interest income (expense), net
|
(244.4
|
)
|
|
(1.4
|
)
|
|
(123.0
|
)
|
|
(5)
|
|
(368.8
|
)
|
||||
Other income (expense), net
|
(29.7
|
)
|
|
3.7
|
|
|
58.9
|
|
|
(6)
|
|
32.9
|
|
||||
Income (loss) from continuing operations before income taxes
|
3,056.9
|
|
|
1,171.5
|
|
|
(3,439.7
|
)
|
|
|
|
788.7
|
|
||||
Income tax benefit (expense)
|
(1,055.2
|
)
|
|
(3.3
|
)
|
|
581.3
|
|
|
(7)
|
|
(477.2
|
)
|
||||
Net income (loss) from continuing operations
|
2,001.7
|
|
|
1,168.2
|
|
|
(2,858.4
|
)
|
|
|
|
311.5
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(2.8
|
)
|
||||
Net income (loss) including noncontrolling interests
|
1,998.9
|
|
|
1,168.2
|
|
|
(2,858.4
|
)
|
|
|
|
308.7
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
(5.9
|
)
|
|
(11.0
|
)
|
|
—
|
|
|
|
|
(16.9
|
)
|
||||
Net income (loss) attributable to MCBC
|
$
|
1,993.0
|
|
|
$
|
1,157.2
|
|
|
$
|
(2,858.4
|
)
|
|
|
|
$
|
291.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to MCBC from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MCBC from continuing operations
|
$
|
1,995.8
|
|
|
$
|
1,157.2
|
|
|
$
|
(2,858.4
|
)
|
|
|
|
$
|
294.6
|
|
Basic
|
$
|
9.41
|
|
|
|
|
|
|
|
|
$
|
1.37
|
|
||||
Diluted
|
$
|
9.35
|
|
|
|
|
|
|
|
|
$
|
1.36
|
|
||||
Weighted-average shares—basic
|
212.0
|
|
|
|
|
2.7
|
|
|
(8)
|
|
214.7
|
|
|||||
Weighted-average shares—diluted
|
213.4
|
|
|
|
|
2.7
|
|
|
(8)
|
|
216.1
|
|
(1)
|
Represents MillerCoors' activity for the pre-Acquisition periods of January 1, 2016, through October 10, 2016.
|
|
MCBC Historical
|
|
MillerCoors Historical
|
|
Pro Forma Adjustments
|
|
Note
|
|
Pro Forma Combined
|
||||||||
Financial volume in hectoliters
|
33.746
|
|
|
71.220
|
|
|
(0.954
|
)
|
|
(1)
|
|
104.012
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
5,127.4
|
|
|
$
|
8,822.2
|
|
|
$
|
(54.9
|
)
|
|
(1)
|
|
$
|
13,894.7
|
|
Excise taxes
|
(1,559.9
|
)
|
|
(1,096.7
|
)
|
|
—
|
|
|
|
|
(2,656.6
|
)
|
||||
Net sales
|
3,567.5
|
|
|
7,725.5
|
|
|
(54.9
|
)
|
|
|
|
11,238.1
|
|
||||
Cost of goods sold
|
(2,131.6
|
)
|
|
(4,547.5
|
)
|
|
(23.3
|
)
|
|
(2)
|
|
(6,702.4
|
)
|
||||
Gross profit
|
1,435.9
|
|
|
3,178.0
|
|
|
(78.2
|
)
|
|
|
|
4,535.7
|
|
||||
Marketing, general and administrative expenses
|
(1,038.3
|
)
|
|
(1,828.7
|
)
|
|
(57.5
|
)
|
|
(3)
|
|
(2,924.5
|
)
|
||||
Special items, net
|
(346.7
|
)
|
|
(110.1
|
)
|
|
—
|
|
|
|
|
(456.8
|
)
|
||||
Equity income in MillerCoors
|
516.3
|
|
|
—
|
|
|
(516.3
|
)
|
|
|
|
—
|
|
||||
Operating income (loss)
|
567.2
|
|
|
1,239.2
|
|
|
(652.0
|
)
|
|
|
|
1,154.4
|
|
||||
Interest income (expense), net
|
(112.0
|
)
|
|
(1.6
|
)
|
|
(250.8
|
)
|
|
(5)
|
|
(364.4
|
)
|
||||
Other income (expense), net
|
0.9
|
|
|
5.7
|
|
|
6.9
|
|
|
(6)
|
|
13.5
|
|
||||
Income (loss) from continuing operations before income taxes
|
456.1
|
|
|
1,243.3
|
|
|
(895.9
|
)
|
|
|
|
803.5
|
|
||||
Income tax benefit (expense)
|
(61.5
|
)
|
|
(4.7
|
)
|
|
(134.9
|
)
|
|
(7)
|
|
(201.1
|
)
|
||||
Net income (loss) from continuing operations
|
394.6
|
|
|
1,238.6
|
|
|
(1,030.8
|
)
|
|
|
|
602.4
|
|
||||
Income (loss) from discontinued operations, net of tax
|
3.9
|
|
|
—
|
|
|
—
|
|
|
|
|
3.9
|
|
||||
Net income (loss) including noncontrolling interests
|
398.5
|
|
|
1,238.6
|
|
|
(1,030.8
|
)
|
|
|
|
606.3
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
(3.3
|
)
|
|
(20.8
|
)
|
|
—
|
|
|
|
|
(24.1
|
)
|
||||
Net income (loss) attributable to MCBC
|
$
|
395.2
|
|
|
$
|
1,217.8
|
|
|
$
|
(1,030.8
|
)
|
|
|
|
$
|
582.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to MCBC from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MCBC from continuing operations
|
$
|
391.3
|
|
|
$
|
1,217.8
|
|
|
$
|
(1,030.8
|
)
|
|
|
|
$
|
578.3
|
|
Basic
|
$
|
2.11
|
|
|
|
|
|
|
|
|
$
|
2.69
|
|
||||
Diluted
|
$
|
2.10
|
|
|
|
|
|
|
|
|
$
|
2.67
|
|
||||
Weighted-average shares—basic
|
185.3
|
|
|
|
|
29.9
|
|
|
(8)
|
|
215.2
|
|
|||||
Weighted-average shares—diluted
|
186.4
|
|
|
|
|
29.9
|
|
|
(8)
|
|
216.3
|
|
(1)
|
Sales
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Hectoliters of beer and other beverages sold
|
(0.728
|
)
|
|
(0.954
|
)
|
||
|
|
|
|
||||
MCBC's beer sales to MillerCoors
|
$
|
7.5
|
|
|
$
|
11.7
|
|
MillerCoors' beer sales to MCBC
|
32.0
|
|
|
43.2
|
|
||
Total pro forma adjustment to sales
|
$
|
39.5
|
|
|
$
|
54.9
|
|
Excise tax adjustment
(1)
|
$
|
12.3
|
|
|
$
|
—
|
|
(1)
|
Represents a benefit associated with an anticipated refund to Coors Brewing Company ("CBC"), a wholly-owned subsidiary of MCBC, of U.S. federal excise tax paid on products imported by CBC based on qualifying volumes exported by CBC from the U.S.
|
(2)
|
Cost of Goods Sold
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
MillerCoors' beer purchases from MCBC
(1)
|
$
|
7.5
|
|
|
$
|
11.7
|
|
MCBC's beer purchases from MillerCoors
(1)
|
32.0
|
|
|
43.2
|
|
||
Depreciation
(2)
|
(46.1
|
)
|
|
(79.2
|
)
|
||
MillerCoors' royalties paid to SABMiller
(3)
|
13.2
|
|
|
16.0
|
|
||
Policy reclassification
(4)
|
(18.6
|
)
|
|
(24.9
|
)
|
||
Historical charges recorded for pallets
(5)
|
7.3
|
|
|
9.9
|
|
||
Historical charges recorded for inventory step-up
(6)
|
82.0
|
|
|
—
|
|
||
Total pro forma adjustment to cost of goods sold
|
$
|
77.3
|
|
|
$
|
(23.3
|
)
|
(1)
|
Reflects beer purchases between MCBC and MillerCoors that were previously recorded as affiliate purchases and became intercompany transactions after the Acquisition was completed and thus eliminate in consolidation.
|
(2)
|
Reflects the pro forma adjustment to depreciation expense associated with the estimated fair value of MillerCoors' property, plant and equipment over the 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.
|
(6)
|
Reflects the step-up in fair value of inventory related to the Acquisition which was sold in the fourth quarter of 2016 and therefore increased our historical cost of goods sold. Given this cost does not have a continuing impact, we have accordingly adjusted the pro forma financial information.
|
(3)
|
Marketing, General and Administrative
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Marketing, general and administrative pro forma adjustment for depreciation and amortization
|
$
|
56.5
|
|
|
$
|
87.3
|
|
MillerCoors' service agreement charges to SABMiller
|
1.6
|
|
|
2.0
|
|
||
Policy reclassification - See cost of goods sold note 4 above
|
(18.6
|
)
|
|
(24.9
|
)
|
||
Historical transaction costs
|
(79.7
|
)
|
|
(6.9
|
)
|
||
Total pro forma adjustment to marketing, general and administrative expenses
|
$
|
(40.2
|
)
|
|
$
|
57.5
|
|
(4)
|
Special Items, Net
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Pro forma adjustment to special items, net
(1)
|
$
|
(2,965.0
|
)
|
|
$
|
—
|
|
(1)
|
Reflects the net gain of approximately
$3.0 billion
recorded within special items, net, during the fourth quarter of 2016, representing the excess of the approximate $6.1 billion estimated fair value of our pre-existing 42% equity interest in MillerCoors over its estimated transaction date carrying value of approximately $2.7 billion, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors of $458.3 million. Refer to Part II—Item 8 Financial Statements and Supplementary Data,
Note 4, "Acquisition and Investments"
of the Notes for further details regarding the inputs used to determine revaluation.
|
(5)
|
Interest Income (Expense)
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Term loan interest expense adjustments
|
$
|
52.7
|
|
|
$
|
46.5
|
|
Interest expense adjustments from debt issued on July 7, 2016
|
204.1
|
|
|
204.4
|
|
||
Historical net interest on other items discussed above
|
(133.8
|
)
|
|
(0.1
|
)
|
||
Total pro forma adjustment to interest expense
|
$
|
123.0
|
|
|
$
|
250.8
|
|
(6)
|
Other Income (Expense)
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Historical financing costs on the bridge loan
|
$
|
63.4
|
|
|
$
|
6.9
|
|
Historical derivative and foreign exchange net gains related to debt issued on July 7, 2016
|
(4.5
|
)
|
|
—
|
|
||
Total pro forma adjustment to other income (expense)
|
$
|
58.9
|
|
|
$
|
6.9
|
|
(7)
|
Income Tax Benefit (Expense)
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Total pro forma adjustment to income tax benefit (expense)
|
$
|
581.3
|
|
|
$
|
(134.9
|
)
|
(8)
|
Weighted-Average Shares Outstanding
|
|
For the years ended
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
||
|
(In millions)
|
||||
Impact of shares issued in February 3, 2016, equity offering
|
|
|
|
||
Weighted-average shares—basic
|
2.7
|
|
|
29.9
|
|
Weighted-average shares—diluted
|
2.7
|
|
|
29.9
|
|
|
Notional amounts by expected maturity date
|
|
December 31,
2017 |
||||||||||||||||||||||||||||
|
Year end
|
|
|||||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair value
Asset/
(Liability)
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CAD 400 million 2.25% notes due 2018
|
$
|
318.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318.2
|
|
|
$
|
(320.8
|
)
|
CAD 500 million 2.75% notes due 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397.7
|
|
|
$
|
(402.5
|
)
|
CAD 500 million 2.84% notes due 2023
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397.7
|
|
|
$
|
397.7
|
|
|
$
|
(396.8
|
)
|
CAD 500 million 3.44% notes due 2026
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397.7
|
|
|
$
|
397.7
|
|
|
$
|
(396.6
|
)
|
$500 million 1.45% notes due 2019
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
(496.9
|
)
|
$500 million 1.90% notes due 2019
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
(500.7
|
)
|
$500 million 2.25% notes due 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
(502.3
|
)
|
$1.0 billion 2.10% notes due 2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
(987.5
|
)
|
$500 million 3.5% notes due 2022
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
(514.3
|
)
|
$2.0 billion 3.0% notes due 2026
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000.0
|
|
|
$
|
2,000.0
|
|
|
$
|
(1,986.4
|
)
|
$1.1 billion 5.0% notes due 2042
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,100.0
|
|
|
$
|
1,100.0
|
|
|
$
|
(1,246.2
|
)
|
$1.8 billion 4.2% notes due 2046
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,800.0
|
|
|
$
|
1,800.0
|
|
|
$
|
(1,874.4
|
)
|
EUR 500 million notes due 2019
|
$
|
—
|
|
|
$
|
600.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600.3
|
|
|
$
|
(601.9
|
)
|
EUR 800 million 1.25% notes due 2024
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
960.4
|
|
|
$
|
960.4
|
|
|
$
|
(975.7
|
)
|
Foreign currency management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Forwards
|
$
|
160.8
|
|
|
$
|
115.2
|
|
|
$
|
50.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
326.4
|
|
|
$
|
(10.9
|
)
|
Commodity pricing management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Swaps
|
$
|
411.2
|
|
|
$
|
228.7
|
|
|
$
|
116.8
|
|
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
765.0
|
|
|
$
|
122.8
|
|
Options
|
$
|
30.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.6
|
|
|
$
|
—
|
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
|
|||
Foreign currency risk:
|
|
|
|
||||
Forwards
|
$
|
(36.5
|
)
|
|
$
|
(35.1
|
)
|
Foreign currency denominated debt
|
$
|
(310.0
|
)
|
|
$
|
(223.6
|
)
|
Interest rate risk:
|
|
|
|
||||
Debt
|
$
|
(311.9
|
)
|
|
$
|
(319.3
|
)
|
Commodity price risk:
|
|
|
|
||||
Commodity swaps
|
$
|
(43.5
|
)
|
|
$
|
(66.8
|
)
|
Commodity options
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Index to Financial Statements
|
Page
|
Consolidated Financial Statements:
|
|
/s/ MARK R. HUNTER
|
|
/s/ TRACEY I. JOUBERT
|
Mark R. Hunter
|
|
Tracey I. Joubert
|
President & Chief Executive Officer
|
|
Chief Financial Officer
|
Molson Coors Brewing Company
|
|
Molson Coors Brewing Company
|
February 14, 2018
|
|
February 14, 2018
|
|
For the Years Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Sales
|
$
|
13,471.5
|
|
|
$
|
6,597.4
|
|
|
$
|
5,127.4
|
|
Excise taxes
|
(2,468.7
|
)
|
|
(1,712.4
|
)
|
|
(1,559.9
|
)
|
|||
Net sales
|
11,002.8
|
|
|
4,885.0
|
|
|
3,567.5
|
|
|||
Cost of goods sold
|
(6,217.2
|
)
|
|
(2,987.5
|
)
|
|
(2,131.6
|
)
|
|||
Gross profit
|
4,785.6
|
|
|
1,897.5
|
|
|
1,435.9
|
|
|||
Marketing, general and administrative expenses
|
(3,032.4
|
)
|
|
(1,589.8
|
)
|
|
(1,038.3
|
)
|
|||
Special items, net
|
(28.1
|
)
|
|
2,522.4
|
|
|
(346.7
|
)
|
|||
Equity income in MillerCoors
|
—
|
|
|
500.9
|
|
|
516.3
|
|
|||
Operating income (loss)
|
1,725.1
|
|
|
3,331.0
|
|
|
567.2
|
|
|||
Other income (expense), net
|
|
|
|
|
|
||||||
Interest expense
|
(349.3
|
)
|
|
(271.6
|
)
|
|
(120.3
|
)
|
|||
Interest income
|
6.0
|
|
|
27.2
|
|
|
8.3
|
|
|||
Other income (expense), net
|
(0.1
|
)
|
|
(29.7
|
)
|
|
0.9
|
|
|||
Total other income (expense), net
|
(343.4
|
)
|
|
(274.1
|
)
|
|
(111.1
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
1,381.7
|
|
|
3,056.9
|
|
|
456.1
|
|
|||
Income tax benefit (expense)
|
53.2
|
|
|
(1,055.2
|
)
|
|
(61.5
|
)
|
|||
Net income (loss) from continuing operations
|
1,434.9
|
|
|
2,001.7
|
|
|
394.6
|
|
|||
Income (loss) from discontinued operations, net of tax
|
1.5
|
|
|
(2.8
|
)
|
|
3.9
|
|
|||
Net income (loss) including noncontrolling interests
|
1,436.4
|
|
|
1,998.9
|
|
|
398.5
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(22.2
|
)
|
|
(5.9
|
)
|
|
(3.3
|
)
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
1,414.2
|
|
|
$
|
1,993.0
|
|
|
$
|
395.2
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
6.56
|
|
|
$
|
9.41
|
|
|
$
|
2.11
|
|
From discontinued operations
|
0.01
|
|
|
(0.01
|
)
|
|
0.02
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
6.57
|
|
|
$
|
9.40
|
|
|
$
|
2.13
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
6.52
|
|
|
$
|
9.35
|
|
|
$
|
2.10
|
|
From discontinued operations
|
0.01
|
|
|
(0.01
|
)
|
|
0.02
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
6.53
|
|
|
$
|
9.34
|
|
|
$
|
2.12
|
|
Weighted-average shares—basic
|
215.4
|
|
|
212.0
|
|
|
185.3
|
|
|||
Weighted-average shares—diluted
|
216.5
|
|
|
213.4
|
|
|
186.4
|
|
|||
Amounts attributable to Molson Coors Brewing Company
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
1,412.7
|
|
|
$
|
1,995.8
|
|
|
$
|
391.3
|
|
Income (loss) from discontinued operations, net of tax
|
1.5
|
|
|
(2.8
|
)
|
|
3.9
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
1,414.2
|
|
|
$
|
1,993.0
|
|
|
$
|
395.2
|
|
|
For the Years Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
1,436.4
|
|
|
$
|
1,998.9
|
|
|
$
|
398.5
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
686.7
|
|
|
(234.4
|
)
|
|
(918.4
|
)
|
|||
Unrealized gain (loss) on derivative and non-derivative financial instruments
|
(133.4
|
)
|
|
9.7
|
|
|
20.9
|
|
|||
Reclassification of derivative (gain) loss to income
|
1.3
|
|
|
(3.0
|
)
|
|
(5.4
|
)
|
|||
Pension and other postretirement benefit adjustments
|
145.7
|
|
|
53.8
|
|
|
19.3
|
|
|||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
3.6
|
|
|
22.8
|
|
|
16.1
|
|
|||
Reclassification of historical share of MillerCoors' AOCI loss
|
—
|
|
|
258.2
|
|
|
—
|
|
|||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
10.4
|
|
|
22.3
|
|
|
34.3
|
|
|||
Total other comprehensive income (loss), net of tax
|
714.3
|
|
|
129.4
|
|
|
(833.2
|
)
|
|||
Comprehensive income (loss)
|
2,150.7
|
|
|
2,128.3
|
|
|
(434.7
|
)
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(24.7
|
)
|
|
(3.0
|
)
|
|
(2.3
|
)
|
|||
Comprehensive income (loss) attributable to Molson Coors Brewing Company
|
$
|
2,126.0
|
|
|
$
|
2,125.3
|
|
|
$
|
(437.0
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
|
|||||||
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
418.6
|
|
|
$
|
560.9
|
|
Accounts and other receivables:
|
|
|
|
||||
Trade, less allowance for doubtful accounts o
f $17.2 a
nd $10.7, respectively
|
728.3
|
|
|
654.4
|
|
||
Affiliate receivables
|
5.5
|
|
|
15.1
|
|
||
Other receivables, less allowance for doubtful accounts of
$0.5
and $0.6, respectively
|
168.2
|
|
|
135.8
|
|
||
Inventories, less allowance for obsolete inventories of $8.1 and $3.3, respectively
|
591.5
|
|
|
592.7
|
|
||
Other current assets, net
|
277.6
|
|
|
210.7
|
|
||
Total current assets
|
2,189.7
|
|
|
2,169.6
|
|
||
Properties, less accumulated depreciation of $2,096.6 and $1,499.3, respectively
|
4,673.7
|
|
|
4,507.4
|
|
||
Goodwill
|
8,405.5
|
|
|
8,250.1
|
|
||
Other intangibles, less accumulated amortization of $662.3 and $404.0, respectively
|
14,296.5
|
|
|
14,031.9
|
|
||
Other assets
|
681.5
|
|
|
382.5
|
|
||
Total assets
|
$
|
30,246.9
|
|
|
$
|
29,341.5
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities (includes affiliate payable amounts of $0.4 and $2.1, respectively)
|
$
|
2,679.6
|
|
|
$
|
2,467.7
|
|
Current portion of long-term debt and short-term borrowings
|
714.8
|
|
|
684.8
|
|
||
Discontinued operations
|
4.9
|
|
|
5.0
|
|
||
Total current liabilities
|
3,399.3
|
|
|
3,157.5
|
|
||
Long-term debt
|
10,598.7
|
|
|
11,387.7
|
|
||
Pension and postretirement benefits
|
848.5
|
|
|
1,196.0
|
|
||
Deferred tax liabilities
|
1,648.6
|
|
|
1,699.0
|
|
||
Other liabilities
|
304.4
|
|
|
267.0
|
|
||
Discontinued operations
|
12.4
|
|
|
12.6
|
|
||
Total liabilities
|
16,811.9
|
|
|
17,719.8
|
|
||
Commitments and contingencies (Note 19 )
|
|
|
|
|
|
||
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: 204.7 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)
|
107.7
|
|
|
108.1
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 14.7 shares and 15.2 shares, respectively)
|
553.2
|
|
|
571.2
|
|
||
Paid-in capital
|
6,688.5
|
|
|
6,635.3
|
|
||
Retained earnings
|
7,206.1
|
|
|
6,145.3
|
|
||
Accumulated other comprehensive income (loss)
|
(860.0
|
)
|
|
(1,571.8
|
)
|
||
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
|
13,226.1
|
|
|
11,418.7
|
|
||
Noncontrolling interests
|
208.9
|
|
|
203.0
|
|
||
Total equity
|
13,435.0
|
|
|
11,621.7
|
|
||
Total liabilities and equity
|
$
|
30,246.9
|
|
|
$
|
29,341.5
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
1,436.4
|
|
|
$
|
1,998.9
|
|
|
$
|
398.5
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Revaluation gain on previously held 42% equity interest in MillerCoors and AOCI reclassification
|
—
|
|
|
(2,965.0
|
)
|
|
—
|
|
|||
Inventory step-up in cost of goods sold
|
—
|
|
|
82.0
|
|
|
—
|
|
|||
Depreciation and amortization
|
812.8
|
|
|
388.4
|
|
|
314.4
|
|
|||
Amortization of debt issuance costs and discounts
|
23.2
|
|
|
66.5
|
|
|
11.1
|
|
|||
Share-based compensation
|
58.3
|
|
|
29.9
|
|
|
18.4
|
|
|||
(Gain) loss on sale or impairment of properties and other assets, net
|
(0.4
|
)
|
|
396.0
|
|
|
274.7
|
|
|||
Equity income in MillerCoors
|
—
|
|
|
(488.6
|
)
|
|
(516.3
|
)
|
|||
Distributions from MillerCoors
|
—
|
|
|
488.6
|
|
|
516.3
|
|
|||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
(122.8
|
)
|
|
(23.5
|
)
|
|
16.7
|
|
|||
Income tax (benefit) expense
|
(53.2
|
)
|
|
1,055.2
|
|
|
61.5
|
|
|||
Income tax (paid) received
|
86.0
|
|
|
(165.0
|
)
|
|
(134.1
|
)
|
|||
Interest expense, excluding interest amortization
|
338.8
|
|
|
262.3
|
|
|
116.1
|
|
|||
Interest paid
|
(350.3
|
)
|
|
(162.5
|
)
|
|
(98.9
|
)
|
|||
Pension expense (benefit)
|
(67.8
|
)
|
|
(11.6
|
)
|
|
(30.1
|
)
|
|||
Pension contributions paid
|
(310.0
|
)
|
|
(12.1
|
)
|
|
(256.1
|
)
|
|||
Change in current assets and liabilities (net of impact of business combinations) and other:
|
|
|
|
|
|
||||||
Receivables
|
(7.2
|
)
|
|
65.6
|
|
|
60.8
|
|
|||
Inventories
|
21.3
|
|
|
(23.2
|
)
|
|
10.9
|
|
|||
Payables and other current liabilities
|
31.0
|
|
|
144.9
|
|
|
(111.0
|
)
|
|||
Other assets and other liabilities
|
(28.3
|
)
|
|
(2.7
|
)
|
|
66.9
|
|
|||
(Gain) loss from discontinued operations
|
(1.5
|
)
|
|
2.8
|
|
|
(3.9
|
)
|
|||
Net cash provided by operating activities
|
1,866.3
|
|
|
1,126.9
|
|
|
715.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to properties
|
(599.6
|
)
|
|
(341.8
|
)
|
|
(275.0
|
)
|
|||
Proceeds from sales of properties and other assets
|
60.5
|
|
|
174.5
|
|
|
11.8
|
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(11,961.0
|
)
|
|
(91.2
|
)
|
|||
Investment in MillerCoors
|
—
|
|
|
(1,253.7
|
)
|
|
(1,442.7
|
)
|
|||
Return of capital from MillerCoors
|
—
|
|
|
1,086.9
|
|
|
1,441.1
|
|
|||
Other
|
0.9
|
|
|
8.5
|
|
|
21.3
|
|
|||
Net cash used in investing activities
|
(538.2
|
)
|
|
(12,286.6
|
)
|
|
(334.7
|
)
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net
|
—
|
|
|
2,525.6
|
|
|
—
|
|
|||
Exercise of stock options under equity compensation plans
|
4.0
|
|
|
11.2
|
|
|
34.6
|
|
|||
Dividends paid
|
(353.4
|
)
|
|
(352.9
|
)
|
|
(303.4
|
)
|
|||
Payments for purchase of treasury stock
|
—
|
|
|
—
|
|
|
(150.1
|
)
|
|||
Payments on debt and borrowings
|
(3,000.1
|
)
|
|
(223.9
|
)
|
|
(701.4
|
)
|
|||
Proceeds on debt and borrowings
|
1,536.0
|
|
|
9,460.6
|
|
|
703.3
|
|
|||
Debt issuance costs
|
(7.0
|
)
|
|
(60.7
|
)
|
|
(61.8
|
)
|
|||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
374.3
|
|
|
(1.1
|
)
|
|
3.9
|
|
|||
Change in overdraft balances and other
|
(50.2
|
)
|
|
(40.9
|
)
|
|
(56.6
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,496.4
|
)
|
|
11,317.9
|
|
|
(531.5
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(168.3
|
)
|
|
158.2
|
|
|
(150.3
|
)
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
26.0
|
|
|
(28.2
|
)
|
|
(43.4
|
)
|
|||
Balance at beginning of year
|
560.9
|
|
|
430.9
|
|
|
624.6
|
|
|||
Balance at end of year
|
$
|
418.6
|
|
|
$
|
560.9
|
|
|
$
|
430.9
|
|
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND NONCONTROLLING INTERESTS
(IN MILLIONS)
|
|||||||||||||||||||||||||||||||||||||||
|
|
MCBC Stockholders' Equity
|
|
|
|||||||||||||||||||||||||||||||||||
|
|
|
Common stock
|
|
Exchangeable
|
|
|
|
|
|
Accumulated
other
|
|
Common Stock
held in
|
|
Non
|
||||||||||||||||||||||||
|
|
|
issued
|
|
shares issued
|
|
Paid-in-
|
|
Retained
|
|
comprehensive
|
|
treasury
|
|
controlling
|
||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
capital
|
|
earnings
|
|
income (loss)
|
|
Class B
|
|
interests
|
||||||||||||||||||||
Balance at December 31, 2014
|
$
|
7,886.1
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
108.5
|
|
|
$
|
661.5
|
|
|
$
|
3,871.2
|
|
|
$
|
4,413.4
|
|
|
$
|
(871.9
|
)
|
|
$
|
(321.1
|
)
|
|
$
|
22.8
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(58.5
|
)
|
|
58.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
48.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
398.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395.2
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
(833.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(832.2
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||||||
Repurchase of common stock
|
(150.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150.3
|
)
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(307.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303.4
|
)
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
||||||||||
Balance at December 31, 2015
|
$
|
7,063.1
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
108.2
|
|
|
$
|
603.0
|
|
|
$
|
4,000.4
|
|
|
$
|
4,505.2
|
|
|
$
|
(1,704.1
|
)
|
|
$
|
(471.4
|
)
|
|
$
|
20.1
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(31.8
|
)
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
32.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Replacement share-based awards issued in conjunction with Acquisition
|
46.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Acquisition of businesses
|
186.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186.3
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
1,998.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,993.0
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
129.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132.3
|
|
|
—
|
|
|
(2.9
|
)
|
||||||||||
Issuance of common stock
|
2,525.6
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
2,525.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends declared and paid
|
(359.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(352.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
||||||||||
Balance at December 31, 2016
|
$
|
11,621.7
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
108.1
|
|
|
$
|
571.2
|
|
|
$
|
6,635.3
|
|
|
$
|
6,145.3
|
|
|
$
|
(1,571.8
|
)
|
|
$
|
(471.4
|
)
|
|
$
|
203.0
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(18.0
|
)
|
|
18.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
57.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Acquisition of business and purchase of noncontrolling interest
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||||||
Net income (loss) including noncontrolling interests
|
1,436.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,414.2
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
714.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
711.8
|
|
|
—
|
|
|
2.5
|
|
||||||||||
Dividends declared and paid
|
(373.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(353.4
|
)
|
|
—
|
|
|
—
|
|
|
(20.2
|
)
|
||||||||||
Balance at December 31, 2017
|
$
|
13,435.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
107.7
|
|
|
$
|
553.2
|
|
|
$
|
6,688.5
|
|
|
$
|
7,206.1
|
|
|
$
|
(860.0
|
)
|
|
$
|
(471.4
|
)
|
|
$
|
208.9
|
|
|
Year Ended
December 31, 2017
|
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015
|
||||||||||||||||||
|
Under Prior Method
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of goods sold
|
$
|
(6,238.9
|
)
|
|
$
|
(6,217.2
|
)
|
|
$
|
(3,003.1
|
)
|
|
$
|
(2,987.5
|
)
|
|
$
|
(2,163.5
|
)
|
|
$
|
(2,131.6
|
)
|
Marketing, general and administrative expenses
|
$
|
(3,046.2
|
)
|
|
$
|
(3,032.4
|
)
|
|
$
|
(1,597.3
|
)
|
|
$
|
(1,589.8
|
)
|
|
$
|
(1,051.8
|
)
|
|
$
|
(1,038.3
|
)
|
Special items, net
|
$
|
(28.1
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
2,523.9
|
|
|
$
|
2,522.4
|
|
|
$
|
(346.7
|
)
|
|
$
|
(346.7
|
)
|
Income tax benefit (expense)
|
$
|
59.5
|
|
|
$
|
53.2
|
|
|
$
|
(1,050.7
|
)
|
|
$
|
(1,055.2
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
(61.5
|
)
|
Net income (loss) from continuing operations attributable to MCBC
|
$
|
1,383.5
|
|
|
$
|
1,412.7
|
|
|
$
|
1,978.7
|
|
|
$
|
1,995.8
|
|
|
$
|
355.6
|
|
|
$
|
391.3
|
|
Net income (loss) attributable to MCBC
|
$
|
1,385.0
|
|
|
$
|
1,414.2
|
|
|
$
|
1,975.9
|
|
|
$
|
1,993.0
|
|
|
$
|
359.5
|
|
|
$
|
395.2
|
|
Basic net income (loss) from continuing operations attributable to MCBC per share
|
$
|
6.42
|
|
|
$
|
6.56
|
|
|
$
|
9.33
|
|
|
$
|
9.41
|
|
|
$
|
1.92
|
|
|
$
|
2.11
|
|
Basic net income (loss) attributable to MCBC per share
|
$
|
6.43
|
|
|
$
|
6.57
|
|
|
$
|
9.32
|
|
|
$
|
9.40
|
|
|
$
|
1.94
|
|
|
$
|
2.13
|
|
Diluted net income (loss) from continuing operations attributable to MCBC per share
|
$
|
6.39
|
|
|
$
|
6.52
|
|
|
$
|
9.27
|
|
|
$
|
9.35
|
|
|
$
|
1.91
|
|
|
$
|
2.10
|
|
Diluted net income (loss) attributable to MCBC per share
|
$
|
6.40
|
|
|
$
|
6.53
|
|
|
$
|
9.26
|
|
|
$
|
9.34
|
|
|
$
|
1.93
|
|
|
$
|
2.12
|
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015
|
||||||||||||||||||
|
Under Prior Method
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
|||||||||||||||||
Pension and other postretirement benefit adjustments, net of tax
|
$
|
161.2
|
|
|
$
|
145.7
|
|
|
$
|
62.3
|
|
|
$
|
53.8
|
|
|
$
|
33.6
|
|
|
$
|
19.3
|
|
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income, net of tax
|
$
|
17.3
|
|
|
$
|
3.6
|
|
|
$
|
31.4
|
|
|
$
|
22.8
|
|
|
$
|
37.5
|
|
|
$
|
16.1
|
|
Total other comprehensive income (loss), net of tax
|
$
|
743.5
|
|
|
$
|
714.3
|
|
|
$
|
146.5
|
|
|
$
|
129.4
|
|
|
$
|
(797.5
|
)
|
|
$
|
(833.2
|
)
|
|
As of
December 31, 2017
|
|
As of
December 31, 2016
|
||||||||||||
|
Under Prior Method
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||
|
(In millions)
|
||||||||||||||
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
||||||||
Retained earnings
|
$
|
7,150.6
|
|
|
$
|
7,206.1
|
|
|
$
|
6,119.0
|
|
|
$
|
6,145.3
|
|
Accumulated other comprehensive income (loss)
|
$
|
(804.5
|
)
|
|
$
|
(860.0
|
)
|
|
$
|
(1,545.5
|
)
|
|
$
|
(1,571.8
|
)
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015
|
||||||||||||||||||
|
Under Prior Method
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) including noncontrolling interests
|
$
|
1,407.2
|
|
|
$
|
1,436.4
|
|
|
$
|
1,981.8
|
|
|
$
|
1,998.9
|
|
|
$
|
362.8
|
|
|
$
|
398.5
|
|
Income tax (benefit) expense
|
$
|
(59.5
|
)
|
|
$
|
(53.2
|
)
|
|
$
|
1,050.7
|
|
|
$
|
1,055.2
|
|
|
$
|
51.8
|
|
|
$
|
61.5
|
|
Pension (benefit) expense
|
$
|
(32.3
|
)
|
|
$
|
(67.8
|
)
|
|
$
|
10.0
|
|
|
$
|
(11.6
|
)
|
|
$
|
15.3
|
|
|
$
|
(30.1
|
)
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe
(1)
|
|
International
|
|
Corporate
|
|
Inter-segment net sales eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
7,505.7
|
|
|
$
|
1,458.0
|
|
|
$
|
1,940.7
|
|
|
$
|
264.0
|
|
|
$
|
0.9
|
|
|
$
|
(166.5
|
)
|
|
$
|
11,002.8
|
|
Interest expense
|
13.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362.4
|
)
|
|
—
|
|
|
(349.3
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
6.0
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
1,392.9
|
|
|
$
|
212.8
|
|
|
$
|
281.0
|
|
|
$
|
(19.7
|
)
|
|
$
|
(485.3
|
)
|
|
$
|
—
|
|
|
$
|
1,381.7
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53.2
|
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,434.9
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22.2
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,412.7
|
|
(1)
|
In the first quarter of 2017, the largest food and retail company in Croatia, Agrokor, announced that it was facing significant financial difficulties that 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 and restructure its business and sustain ongoing operations. As a result, we recorded a provision for an estimate of uncollectible receivables during 2017. As of
December 31, 2017
, our gross accounts receivable related to Agrokor was approximately
$8 million
, with an associated provision for estimated uncollectible receivables of
$6 million
, based on foreign exchange rates as of
December 31, 2017
. 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 19, "Commitments and Contingencies"
for details.
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||||||
|
U.S.
(1)
|
|
Canada
|
|
Europe
(2)
|
|
International
|
|
Corporate
|
|
Inter-segment net sales eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
1,566.6
|
|
|
$
|
1,425.7
|
|
|
$
|
1,760.2
|
|
|
$
|
163.6
|
|
|
$
|
1.0
|
|
|
$
|
(32.1
|
)
|
|
$
|
4,885.0
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(271.6
|
)
|
|
—
|
|
|
(271.6
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
27.2
|
|
|||||||
Income (loss) from continuing operations before income taxes
|
$
|
3,570.4
|
|
|
$
|
(125.6
|
)
|
|
$
|
149.7
|
|
|
$
|
(39.7
|
)
|
|
$
|
(497.9
|
)
|
|
$
|
—
|
|
|
$
|
3,056.9
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,055.2
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,001.7
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.9
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,995.8
|
|
(1)
|
Prior to
October 11, 2016
, MCBC’s
42%
share of MillerCoors' results of operations was reported as equity income in MillerCoors in the consolidated statements of operations. As a result of the Acquisition, beginning
October 11, 2016
, MillerCoors' results were fully consolidated into MCBC’s consolidated financial statements. The above table reflects this treatment accordingly. Also included in net income from continuing operations attributable to MCBC is a net special items gain of approximately
$3.0 billion
related to the fair value remeasurement of our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors. Refer to
Note 4, "Acquisition and Investments"
for further discussion.
|
(2)
|
During the fourth quarter of 2016, we recorded a charge of approximately
$50 million
within excise taxes due to assessments received from a local country regulatory authority in Europe related to indirect tax calculations. See
Note 19, "Commitments and Contingencies"
for further discussion.
|
|
Year ended December 31, 2015
|
|||||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe
|
|
International
|
|
Corporate
|
|
Inter-segment net sales eliminations
|
|
Consolidated
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,511.5
|
|
|
$
|
1,914.9
|
|
|
$
|
144.5
|
|
|
$
|
1.0
|
|
|
(4.4
|
)
|
|
$
|
3,567.5
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120.3
|
)
|
|
—
|
|
|
(120.3
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
8.3
|
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
516.3
|
|
|
$
|
296.7
|
|
|
$
|
(83.7
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
(248.4
|
)
|
|
—
|
|
|
$
|
456.1
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61.5
|
)
|
|||||||||
Net income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
394.6
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.3
|
)
|
|||||||||
Net income (loss) from continuing operations attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
391.3
|
|
|
Assets
|
|
Depreciation and amortization
|
|
Capital expenditures
|
||||||||||||||||||||||||||
|
As of December 31,
|
|
For the years ended December 31,
|
|
For the years ended December 31,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
(1)
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
U.S.
(2)
|
$
|
19,353.6
|
|
|
$
|
19,844.7
|
|
|
$
|
485.7
|
|
|
$
|
105.7
|
|
|
$
|
—
|
|
|
$
|
351.5
|
|
|
$
|
105.4
|
|
|
$
|
—
|
|
Canada
|
4,835.7
|
|
|
4,206.8
|
|
|
131.2
|
|
|
98.4
|
|
|
117.3
|
|
|
99.9
|
|
|
72.2
|
|
|
77.3
|
|
||||||||
Europe
|
5,522.0
|
|
|
4,673.7
|
|
|
182.3
|
|
|
175.7
|
|
|
186.5
|
|
|
131.6
|
|
|
144.4
|
|
|
173.7
|
|
||||||||
International
|
294.8
|
|
|
302.8
|
|
|
9.6
|
|
|
5.1
|
|
|
3.9
|
|
|
2.3
|
|
|
4.9
|
|
|
10.0
|
|
||||||||
Corporate
|
240.8
|
|
|
313.5
|
|
|
4.0
|
|
|
3.5
|
|
|
6.7
|
|
|
14.3
|
|
|
14.9
|
|
|
14.0
|
|
||||||||
Consolidated
|
$
|
30,246.9
|
|
|
$
|
29,341.5
|
|
|
$
|
812.8
|
|
|
$
|
388.4
|
|
|
$
|
314.4
|
|
|
$
|
599.6
|
|
|
$
|
341.8
|
|
|
$
|
275.0
|
|
(1)
|
The allocation of total assets by segment as of December 31, 2016, has been adjusted for a reclassification between Corporate and International to reflect certain assets acquired in the Acquisition that have been subsequently allocated to International for segment reporting.
|
(2)
|
For the year ended December 31, 2016, represents MillerCoors' activity for the post-Acquisition period of
October 11, 2016
, through December 31, 2016.
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
United States and its territories
(1)
|
$
|
7,493.6
|
|
|
$
|
1,622.4
|
|
|
$
|
94.1
|
|
Canada
|
1,358.4
|
|
|
1,344.4
|
|
|
1,421.1
|
|
|||
United Kingdom
|
1,172.8
|
|
|
1,071.4
|
|
|
1,224.6
|
|
|||
Other foreign countries
(2)
|
978.0
|
|
|
846.8
|
|
|
827.7
|
|
|||
Consolidated net sales
|
$
|
11,002.8
|
|
|
$
|
4,885.0
|
|
|
$
|
3,567.5
|
|
(1)
|
Prior to
October 11, 2016
, MCBC’s
42%
share of MillerCoors' results of operations was reported as equity income in MillerCoors in the consolidated statements of operations. As a result of the completion of the Acquisition, beginning
October 11, 2016
, MillerCoors' results of operations were fully consolidated into MCBC’s consolidated financial statements and included in the U.S. segment. Net sales from the period
October 11, 2016
, through December 31, 2016, reflect the consolidation of MillerCoors in the U.S. segment.
|
(2)
|
Reflects net sales from the individual countries within our Central European operations (included in our Europe segment), as well as our International segment, for which no individual country has total net sales exceeding
10%
of the total consolidated net sales.
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Net properties:
|
|
|
|
||||
United States and its territories
|
$
|
3,025.0
|
|
|
$
|
3,065.4
|
|
Canada
|
673.0
|
|
|
583.1
|
|
||
United Kingdom
|
392.6
|
|
|
348.1
|
|
||
Other foreign countries
(1)
|
583.1
|
|
|
510.8
|
|
||
Consolidated net properties
|
$
|
4,673.7
|
|
|
$
|
4,507.4
|
|
(1)
|
Reflects net properties within the individual countries included in our Central European operations (included in our Europe segment), as well as our International segment, for which no individual country has total net properties exceeding
10%
of the total consolidated net properties.
|
|
For the years ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(in millions)
|
||||||
Net sales
|
$
|
10,983.2
|
|
|
$
|
11,238.1
|
|
Net income from continuing operations attributable to MCBC
|
$
|
294.6
|
|
|
$
|
578.3
|
|
Net income attributable to MCBC
|
$
|
291.8
|
|
|
$
|
582.2
|
|
Net income from continuing operations attributable to MCBC per share:
|
|
|
|
||||
Basic
|
$
|
1.37
|
|
|
$
|
2.69
|
|
Diluted
|
$
|
1.36
|
|
|
$
|
2.67
|
|
|
For the years ended
|
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
||||
|
(In millions)
|
|
||||||
Non-recurring charges (benefits)
|
|
|
|
Location
|
||||
Recognition of inventory fair value step-up
|
$
|
82.0
|
|
|
$
|
—
|
|
Cost of goods sold
|
Revaluation gain on previously held 42% equity interest in MillerCoors and AOCI loss reclassification
|
$
|
(2,965.0
|
)
|
|
$
|
—
|
|
Special items, net
|
Other transaction-related costs
|
$
|
79.7
|
|
|
$
|
6.9
|
|
Marketing, general and administrative expenses
|
Bridge loan - amortization of financing costs
|
$
|
63.4
|
|
|
$
|
6.9
|
|
Other income (expense)
|
Foreign currency forwards and transactional foreign currency - net gain
|
$
|
(4.5
|
)
|
|
$
|
—
|
|
Other income (expense)
|
Term loan - commitment fee
|
$
|
4.0
|
|
|
$
|
0.1
|
|
Interest expense, net
|
Swaption - unrealized loss
|
$
|
36.4
|
|
|
$
|
—
|
|
Interest expense, net
|
Interest income earned on money market and fixed rate deposit accounts
|
$
|
(19.0
|
)
|
|
$
|
—
|
|
Interest income, net
|
Total cash consideration
|
$
|
12,000.0
|
|
Replacement share-based awards issued in conjunction with Acquisition
(1)
|
46.4
|
|
|
Elimination of MCBC's net payable to MillerCoors
(2)
|
(8.0
|
)
|
|
Total consideration
|
$
|
12,038.4
|
|
Previously held equity interest in MillerCoors
(3)
|
6,090.0
|
|
|
Total consideration and value to be allocated to net assets
|
$
|
18,128.4
|
|
(1)
|
In connection with the Acquisition, MCBC issued replacement share-based compensation awards to various MillerCoors' employees who had awards outstanding under the historical MillerCoors share-based compensation plan. The fair value of the replacement awards associated with services rendered through the date of the Acquisition was recognized as a non-cash component of the total purchase consideration. See
Note 14, "Share-Based Payments"
for further information.
|
(2)
|
Represents the net payable owed by MCBC to MillerCoors as of the closing date which became an intercompany payable upon completion of the Acquisition.
|
(3)
|
The acquisition of MillerCoors is considered a step acquisition, and accordingly, we remeasured our pre-existing
42%
equity interest in MillerCoors immediately prior to completion of the Acquisition to its estimated fair value of approximately
$6.1 billion
. As a result of the remeasurement, we recorded a net gain of approximately
$3.0 billion
within special items, net during the fourth quarter of 2016, representing the excess of the approximate
$6.1 billion
estimated fair value of our pre-existing
42%
equity interest over its transaction date carrying value of approximately
$2.7 billion
. This net gain also includes the reclassification of our accumulated other comprehensive loss related to our previously held equity interest of
$458.3 million
in the fourth quarter of 2016 as further discussed below. Additionally, related to this revaluation gain, we recorded deferred income tax expense and a corresponding deferred tax liability of approximately
$1.1 billion
during the fourth quarter of 2016.
|
Total current assets
(1)
|
$
|
1,061.8
|
|
Property, plant and equipment
(2)
|
2,998.9
|
|
|
Other intangible assets
(3)
|
9,875.0
|
|
|
Other assets
(4)
|
462.3
|
|
|
Total current liabilities
|
(1,190.1
|
)
|
|
Pension and postretirement benefits
|
(1,009.7
|
)
|
|
Other non-current liabilities
|
(208.3
|
)
|
|
Total identifiable net assets acquired
|
$
|
11,989.9
|
|
Goodwill
(5)
|
6,323.5
|
|
|
Fair value of noncontrolling interests
(6)
|
(185.0
|
)
|
|
Total consideration and value to be allocated to net assets
|
$
|
18,128.4
|
|
(1)
|
Includes inventories of
$505.4 million
, trade receivables of
$344.3 million
, other receivables of
$40.2 million
as well as cash acquired of
$39.0 million
. The fair value of inventories was determined based on the estimated selling price of the inventory less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. The estimated step-up in fair value of inventory of
$82.0 million
increased cost of goods sold over approximately
one
month as the acquired inventory was sold. For all other current assets acquired, the fair values approximate the carrying values.
|
|
Fair value
|
|
Remaining useful life
|
||
|
(In millions)
|
|
(Years)
|
||
Land
|
$
|
156.8
|
|
|
N/A
|
Buildings and improvements
|
413.0
|
|
|
3-40
|
|
Machinery and equipment
|
1,927.7
|
|
|
3-25
|
|
Software
|
152.4
|
|
|
1-5
|
|
Returnable containers
|
89.8
|
|
|
1-15
|
|
Construction in progress
|
259.2
|
|
|
N/A
|
|
Acquired property, plant and equipment
|
$
|
2,998.9
|
|
|
|
(3)
|
The fair value of identifiable intangible assets was estimated using significant assumptions that are not observable in the market and thus represent a Level 3 measurement. The excess earnings approach was primarily used and significant assumptions included the amount and timing of projected cash flows, a discount rate selected to measure the risk inherent in the future cash flows, and the assessment of the asset’s life cycle, including competitive trends and other factors. The fair value and remaining useful life of identifiable intangible assets was estimated as follows:
|
|
Fair value
|
|
Remaining useful life
|
||
|
(In millions)
|
|
(Years)
|
||
Brands not subject to amortization
|
$
|
7,320.0
|
|
|
Indefinite
|
Brands subject to amortization
|
2,030.0
|
|
|
10-30
|
|
Other intangible assets not subject to amortization
|
320.0
|
|
|
Indefinite
|
|
Other intangible assets subject to amortization
|
205.0
|
|
|
2-40
|
|
Total acquired identifiable intangible assets
|
$
|
9,875.0
|
|
|
|
(4)
|
Includes estimated deferred tax assets of approximately
$430 million
which were presented as non-current deferred tax liabilities upon consolidation by MCBC due to jurisdictional netting.
|
(5)
|
The goodwill arising from the Acquisition is primarily attributable to expected improvements to our global scale and agility, operational synergies and acceleration of the MCBC growth strategy, as well as the assembled workforce. We have predominantly allocated the goodwill generated in the Acquisition to our U.S. reporting unit, with a portion allocated to the Canada and Europe reporting units. All of the tax basis goodwill generated in the Acquisition is expected to be deductible for U.S. federal and state tax purposes.
|
(6)
|
MillerCoors has jointly held interests in multiple entities that are fully consolidated. The related fair value of the noncontrolling interest in each entity was estimated by applying the market and income valuation approaches. The fair value of MillerCoors' noncontrolling interest was estimated using significant assumptions that are not observable in the market and thus represent a Level 3 measurement.
|
|
As of
|
||
|
October 10, 2016
|
||
|
(In millions)
|
||
Current assets
|
$
|
977.9
|
|
Non-current assets
|
9,247.8
|
|
|
Total assets
|
$
|
10,225.7
|
|
Current liabilities
|
$
|
1,140.8
|
|
Non-current liabilities
|
1,244.7
|
|
|
Total liabilities
|
2,385.5
|
|
|
Noncontrolling interests
|
17.9
|
|
|
Owners' equity
|
7,822.3
|
|
|
Total liabilities and equity
|
$
|
10,225.7
|
|
|
As of
|
||
|
October 10, 2016
|
||
|
(In millions, except percentages)
|
||
MillerCoors' owners' equity
|
$
|
7,822.3
|
|
MCBC's economic interest
|
42
|
%
|
|
MCBC's proportionate share in MillerCoors' owners' equity
|
3,285.4
|
|
|
Difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
(1)
|
(653.7
|
)
|
|
Accounting policy elections
|
35.0
|
|
|
Investment in MillerCoors
|
$
|
2,666.7
|
|
(1)
|
Prior to
October 11, 2016
, our net investment in MillerCoors was based on the carrying values of the net assets contributed to the joint venture which was less than our proportionate share of underlying equity (
42%
) of MillerCoors (contributed by both Coors Brewing Company ("CBC"), a wholly-owned subsidiary of MCBC, and Miller Brewing Company). This basis difference, with the exception of certain non-amortizing items (goodwill, land, etc.), was being amortized as additional equity income over the remaining useful lives of the contributed long-lived amortizing assets. Upon completion of the Acquisition on
October 11, 2016
, we derecognized the remaining basis difference balance along with our pre-existing equity investment in MillerCoors in the fourth quarter of 2016.
|
|
For the period January 1 through October 10
|
|
For the year ended
|
||||
|
2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Net sales
|
$
|
6,125.4
|
|
|
$
|
7,725.5
|
|
Cost of goods sold
|
(3,457.4
|
)
|
|
(4,547.5
|
)
|
||
Gross profit
|
$
|
2,668.0
|
|
|
$
|
3,178.0
|
|
Operating income
(1)
|
$
|
1,169.2
|
|
|
$
|
1,239.2
|
|
Net income attributable to MillerCoors
(1)
|
$
|
1,157.2
|
|
|
$
|
1,217.8
|
|
(1)
|
Results include net special charges primarily related to the closure of the Eden, North Carolina, brewery. For the pre-Acquisition periods of January 1, 2016, through October 10, 2016, MillerCoors recorded net special charges of
$85.6 million
, including
$103.2 million
of accelerated depreciation in excess of normal depreciation associated with the closure of the Eden brewery, and a postretirement benefit curtailment gain related to the closure of Eden of
$25.7 million
. Results for 2015 include special charges related to the closure of the Eden brewery, including
$61.3 million
of accelerated depreciation in excess of normal depreciation associated with the brewery, and
$6.4 million
of severance and other charges. MillerCoors also recorded special charges in 2015 of
$42.4 million
related to an early settlement of a portion of its defined benefit pension plan liability.
|
|
For the period January 1 through October 10
|
|
For the year ended
|
||||
|
2016
|
|
December 31, 2015
|
||||
|
(In millions, except percentages)
|
||||||
Net income attributable to MillerCoors
|
$
|
1,157.2
|
|
|
$
|
1,217.8
|
|
MCBC's economic interest
|
42
|
%
|
|
42
|
%
|
||
MCBC's proportionate share of MillerCoors' net income
|
486.0
|
|
|
511.5
|
|
||
Amortization of the difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors
|
3.3
|
|
|
4.6
|
|
||
Share-based compensation adjustment
(1)
|
(0.7
|
)
|
|
0.2
|
|
||
U.S. import tax benefit
(2)
|
12.3
|
|
|
—
|
|
||
Equity income in MillerCoors
|
$
|
500.9
|
|
|
$
|
516.3
|
|
(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.
|
(2)
|
Represents a benefit associated with an anticipated refund to CBC of U.S. federal excise tax paid on products imported by CBC based on qualifying volumes exported by CBC from the U.S. The anticipated refund is recorded within other non-current assets on the consolidated balance sheet as of December 31, 2017.
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Beer sales to MillerCoors
(1)
|
$
|
—
|
|
|
$
|
7.5
|
|
|
$
|
11.7
|
|
Beer purchases from MillerCoors
(1)
|
$
|
—
|
|
|
$
|
32.0
|
|
|
$
|
43.2
|
|
Service agreement costs and other charges to MillerCoors
(1)
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
2.6
|
|
Service agreement costs and other charges from MillerCoors
(1)
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
Administrative fees, net charged from BRI
|
$
|
93.5
|
|
|
$
|
85.8
|
|
|
$
|
88.8
|
|
Administrative fees, net charged from BDL
|
$
|
37.3
|
|
|
$
|
34.3
|
|
|
$
|
36.4
|
|
(1)
|
For 2016, represents MillerCoors' activity for the pre-Acquisition period of January 1, 2016, through October 10, 2016, when MillerCoors was an equity method investment. As a result of the Acquisition, beginning
October 11, 2016
, MillerCoors' results of operations are consolidated into MCBC's consolidated financial statements.
|
|
Amounts due from affiliates
|
|
Amounts due to affiliates
|
||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
(In millions)
|
||||||||||||||
BRI
|
$
|
4.4
|
|
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
BDL
|
1.1
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
0.4
|
|
|
2.1
|
|
||||
Total
|
$
|
5.5
|
|
|
$
|
15.1
|
|
|
$
|
0.4
|
|
|
$
|
2.1
|
|
|
As of
|
||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Grolsch
|
$
|
4.8
|
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
|
$
|
0.5
|
|
Cobra U.K.
|
$
|
20.2
|
|
|
$
|
2.1
|
|
|
$
|
14.2
|
|
|
$
|
1.1
|
|
RMMC
|
$
|
74.4
|
|
|
$
|
4.4
|
|
|
$
|
70.2
|
|
|
$
|
3.5
|
|
RMBC
|
$
|
56.2
|
|
|
$
|
4.6
|
|
|
$
|
53.1
|
|
|
$
|
2.5
|
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Bridge loan commitment fees
(1)
|
$
|
—
|
|
|
$
|
(63.4
|
)
|
|
$
|
(6.9
|
)
|
Gain on sale of non-operating asset
|
—
|
|
|
20.5
|
|
|
0.8
|
|
|||
Gain (loss) from other foreign exchange and derivative activity, net
|
(9.5
|
)
|
|
10.0
|
|
|
6.2
|
|
|||
Other, net
(2)
|
9.4
|
|
|
3.2
|
|
|
0.8
|
|
|||
Other income (expense), net
|
$
|
(0.1
|
)
|
|
$
|
(29.7
|
)
|
|
$
|
0.9
|
|
(1)
|
During 2016 and 2015, we recognized amortization of commitment fees and other financing costs incurred in connection with our bridge loan agreement entered into related to the Acquisition.
|
(2)
|
During 2017, we recorded a gain of CAD
10.9 million
, or
$8.3 million
, resulting from a purchase price adjustment related to the historical sale of Molson Inc.’s ownership interest in the Montreal Canadiens. The CAD
10.9 million
was paid by the Montreal Canadiens, which is considered an affiliate of MCBC, in 2017.
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Domestic
|
$
|
1,488.3
|
|
|
$
|
3,396.9
|
|
|
$
|
746.1
|
|
Foreign
|
(106.6
|
)
|
|
(340.0
|
)
|
|
(290.0
|
)
|
|||
Total
|
$
|
1,381.7
|
|
|
$
|
3,056.9
|
|
|
$
|
456.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(177.1
|
)
|
|
$
|
83.4
|
|
|
$
|
116.1
|
|
State
|
4.7
|
|
|
12.0
|
|
|
11.8
|
|
|||
Foreign
|
36.5
|
|
|
31.9
|
|
|
25.2
|
|
|||
Total current tax expense (benefit)
|
$
|
(135.9
|
)
|
|
$
|
127.3
|
|
|
$
|
153.1
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
69.5
|
|
|
$
|
684.8
|
|
|
$
|
(26.1
|
)
|
State
|
35.9
|
|
|
99.9
|
|
|
(5.8
|
)
|
|||
Foreign
|
(22.7
|
)
|
|
143.2
|
|
|
(59.7
|
)
|
|||
Total deferred tax expense (benefit)
|
$
|
82.7
|
|
|
$
|
927.9
|
|
|
$
|
(91.6
|
)
|
Total income tax expense (benefit) from continuing operations
|
$
|
(53.2
|
)
|
|
$
|
1,055.2
|
|
|
$
|
61.5
|
|
|
For the years ended
|
|||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||
Statutory Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefits
|
1.9
|
%
|
|
2.4
|
%
|
|
1.4
|
%
|
Effect of foreign tax rates and tax planning
|
(16.5
|
)%
|
|
(1.9
|
)%
|
|
(27.7
|
)%
|
Effect of Molson brand useful life change
|
—
|
%
|
|
6.4
|
%
|
|
—
|
%
|
Effect of U.S. tax reform
|
(31.4
|
)%
|
|
—
|
%
|
|
—
|
%
|
Effect of unrecognized tax benefits
|
(0.3
|
)%
|
|
—
|
%
|
|
(3.2
|
)%
|
Change in valuation allowance
|
3.6
|
%
|
|
(0.5
|
)%
|
|
7.3
|
%
|
Acquisition-related permanent items
|
1.5
|
%
|
|
(7.7
|
)%
|
|
—
|
%
|
Other, net
|
2.3
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
Effective tax rate
|
(3.9
|
)%
|
|
34.5
|
%
|
|
13.5
|
%
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Non-current deferred tax assets:
|
|
|
|
||||
Compensation-related obligations
|
$
|
10.3
|
|
|
$
|
22.2
|
|
Pension and postretirement benefits
|
—
|
|
|
35.6
|
|
||
Foreign exchange gain/loss
|
21.0
|
|
|
—
|
|
||
Hedging
|
45.8
|
|
|
—
|
|
||
Tax credit carryforwards
|
23.6
|
|
|
13.0
|
|
||
Tax loss carryforwards
|
1,214.2
|
|
|
1,004.8
|
|
||
Accrued liabilities and other
|
28.3
|
|
|
46.1
|
|
||
Other
|
8.3
|
|
|
7.5
|
|
||
Valuation allowance
|
(1,077.7
|
)
|
|
(901.7
|
)
|
||
Total non-current deferred tax assets
|
$
|
273.8
|
|
|
$
|
227.5
|
|
Non-current deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
69.4
|
|
|
72.5
|
|
||
Partnership investments
|
898.7
|
|
|
922.0
|
|
||
Foreign exchange gain/loss
|
—
|
|
|
43.0
|
|
||
Pension and postretirement benefits
|
2.7
|
|
|
—
|
|
||
Intangible assets
|
881.2
|
|
|
800.5
|
|
||
Hedging
|
—
|
|
|
13.8
|
|
||
Total non-current deferred tax liabilities
|
$
|
1,852.0
|
|
|
$
|
1,851.8
|
|
Net non-current deferred tax assets
|
—
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
$
|
1,578.2
|
|
|
$
|
1,624.3
|
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Domestic net non-current deferred tax liabilities
|
$
|
797.9
|
|
|
$
|
925.5
|
|
Foreign net non-current deferred tax assets
|
32.5
|
|
|
42.0
|
|
||
Foreign net non-current deferred tax liabilities
|
812.8
|
|
|
740.8
|
|
||
Net non-current deferred tax liabilities
|
$
|
1,578.2
|
|
|
$
|
1,624.3
|
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
39.7
|
|
|
$
|
39.5
|
|
|
$
|
59.8
|
|
Additions for tax positions related to the current year
|
13.5
|
|
|
1.7
|
|
|
1.8
|
|
|||
Additions for tax positions of prior years
|
13.6
|
|
|
—
|
|
|
2.2
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|||
Settlements
|
(12.8
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Release due to statute expiration and legislative changes
|
(14.6
|
)
|
|
(2.3
|
)
|
|
(9.6
|
)
|
|||
Foreign currency adjustment
|
2.5
|
|
|
0.8
|
|
|
(8.3
|
)
|
|||
Balance at end of year
|
$
|
41.9
|
|
|
$
|
39.7
|
|
|
$
|
39.5
|
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Reconciliation of unrecognized tax benefits balance
|
(In millions)
|
||||||||||
Estimated interest and penalties
|
$
|
2.1
|
|
|
$
|
5.7
|
|
|
$
|
5.3
|
|
Offsetting positions
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|||
Unrecognized tax positions
|
41.9
|
|
|
39.7
|
|
|
39.5
|
|
|||
Total unrecognized tax benefits
|
$
|
44.0
|
|
|
$
|
45.4
|
|
|
$
|
41.1
|
|
|
|
|
|
|
|
||||||
Presented net against non-current deferred tax assets
|
$
|
37.9
|
|
|
$
|
32.7
|
|
|
$
|
30.9
|
|
Current (included in accounts payable and other current liabilities)
|
—
|
|
|
3.0
|
|
|
1.8
|
|
|||
Non-current (included within other liabilities)
|
6.1
|
|
|
9.7
|
|
|
8.4
|
|
|||
Total unrecognized tax benefits
|
$
|
44.0
|
|
|
$
|
45.4
|
|
|
$
|
41.1
|
|
|
|
|
|
|
|
||||||
Amount of unrecognized tax benefits that would impact the effective tax rate, if recognized
(1)
|
$
|
41.9
|
|
|
$
|
39.7
|
|
|
$
|
39.5
|
|
(1)
|
Amounts exclude the potential effects of valuation allowances, which may fully or partially offset the impact to the effective tax rate.
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Employee-related charges
|
|
|
|
|
|
||||||
Restructuring
|
$
|
2.6
|
|
|
$
|
7.3
|
|
|
$
|
8.3
|
|
OPEB curtailment and pension settlement
(1)
|
(8.3
|
)
|
|
10.5
|
|
|
—
|
|
|||
Impairments or asset abandonment charges
|
|
|
|
|
|
||||||
U.S. - Asset abandonment
(2)
|
14.5
|
|
|
2.7
|
|
|
—
|
|
|||
Canada - Intangible asset impairment
(3)
|
—
|
|
|
495.2
|
|
|
—
|
|
|||
Canada - Asset abandonment
(4)
|
14.4
|
|
|
5.0
|
|
|
25.1
|
|
|||
Europe - Intangible asset impairment
(3)
|
—
|
|
|
—
|
|
|
275.0
|
|
|||
Europe - Asset abandonment
(5)
|
9.5
|
|
|
10.8
|
|
|
27.5
|
|
|||
International - Asset impairment and write-off
(6)
|
—
|
|
|
30.8
|
|
|
3.2
|
|
|||
Unusual or infrequent items
|
|
|
|
|
|
||||||
Europe - Flood loss (insurance reimbursement), net
(7)
|
—
|
|
|
(9.3
|
)
|
|
(2.4
|
)
|
|||
Termination fees and other (gains) losses
|
|
|
|
|
|
||||||
U.S. - Acquisition revaluation gain and reclassification of historical share of MillerCoors' AOCI
(8)
|
—
|
|
|
(2,965.0
|
)
|
|
—
|
|
|||
Canada - Gain on sale of asset
(4)
|
—
|
|
|
(110.4
|
)
|
|
—
|
|
|||
Europe - Gain on sale of asset
(5)
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|||
Europe - Termination fee expense, net
(9)
|
—
|
|
|
—
|
|
|
10.0
|
|
|||
Total Special items, net
|
$
|
28.1
|
|
|
$
|
(2,522.4
|
)
|
|
$
|
346.7
|
|
(1)
|
During the first quarter of 2017, an OPEB curtailment gain of
$2.9 million
was recorded within special items in the Canada segment related to a plan amendment. Separately, during the fourth quarter of 2017, we purchased an annuity contract for our U.S. pension plan and we recognized a pension settlement gain of
$5.4 million
within special items.
|
(2)
|
During the third quarter of 2015, our U.S. business 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 year ended
December 31, 2017
, and the period October 11, 2016, through December 31, 2016, certain costs related to the closure of the brewery were recorded within special items.
|
(3)
|
During the fourth quarter of 2016 and third quarter of 2015, we recognized impairment charges related to indefinite-lived intangible assets in Canada and Europe, respectively. See
Note 11, "Goodwill and Intangible Assets"
for further discussion.
|
(4)
|
As part of our ongoing strategic review of our Canadian supply chain network, during 2016 we completed the sale of our Vancouver brewery, resulting in net cash proceeds received of CAD
183.1 million
(
$140.8 million
), and recognized a gain of
$110.4 million
within special items. In conjunction with the sale of the brewery, we agreed to leaseback the existing property to continue operations on an uninterrupted basis while our new brewery is being constructed. We have evaluated this transaction pursuant to the accounting guidance for sale-leaseback transactions, and concluded that the relevant criteria had been met for full gain recognition. Additionally, during
2017
,
2016
and
2015
, we incurred other abandonment charges, consisting primarily of accelerated depreciation charges in excess of normal depreciation, related to the planned closure of the Vancouver brewery, which is currently expected to occur in the third quarter of 2019.
|
(5)
|
As a result of our continued strategic review of our European supply chain network, during 2017, 2016 and 2015, we incurred charges consisting primarily of accelerated depreciation in excess of normal depreciation related to the planned closure of our Burton South brewery. Additionally, as part of this review, related to the closures of our Plovdiv brewery in Bulgaria and Alton brewery in the U.K., during 2017, 2016 and 2015, we recorded asset abandonment related special charges, which includes accelerated depreciation in excess of normal depreciation in 2015.
|
(6)
|
Based on an interim impairment assessment performed during the second quarter of 2016, which was triggered by the enactment of total alcohol prohibition in the state of Bihar, India on April 5, 2016, we recorded an impairment loss in the second quarter of 2016. See
Note 11, "Goodwill and Intangible Assets"
for additional details.
|
(7)
|
During the third quarter of 2016, we received the final settlement of insurance proceeds related to losses incurred by our Europe business from flooding in Serbia, Bosnia and Croatia that occurred during 2014. During 2015, we recorded income from insurance proceeds for insurance proceeds received related to significant flooding in Czech Republic that occurred during 2013.
|
(8)
|
On October 11, 2016, we completed the Acquisition and recorded a revaluation gain on the excess of the estimated fair value remeasurement for our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors within special items, net in the fourth quarter of 2016. See
Note 4, "Acquisition and Investments"
for further details.
|
(9)
|
In December 2013, we entered into an agreement with Heineken to early terminate our contract brewing and kegging agreement under which we produced and packaged the
Foster's
and
Kronenbourg
brands in the U.K. As a result of the termination, Heineken agreed to pay us an aggregate early termination payment of GBP
13.0 million
, of which we received GBP
5.0 million
in 2014 and the remaining GBP
8.0 million
on April 30, 2015. The full amount of the termination payment received (
$19.4 million
upon recognition) was included as income within special items during the year ended December 31, 2015.
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
International
|
|
Corporate
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
15.5
|
|
Charges incurred
|
—
|
|
|
2.1
|
|
|
4.2
|
|
|
3.2
|
|
|
—
|
|
|
9.5
|
|
||||||
Payments made
|
—
|
|
|
(3.1
|
)
|
|
(8.5
|
)
|
|
(1.9
|
)
|
|
(0.2
|
)
|
|
(13.7
|
)
|
||||||
Changes in estimates
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
Balance assumed in Acquisition
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||||
Charges incurred
|
3.2
|
|
|
4.0
|
|
|
1.2
|
|
|
0.3
|
|
|
0.7
|
|
|
9.4
|
|
||||||
Payments made
|
(5.0
|
)
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(8.0
|
)
|
||||||
Changes in estimates
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||||
Balance at December 31, 2016
|
$
|
5.1
|
|
|
$
|
5.9
|
|
|
$
|
2.8
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
14.7
|
|
Charges incurred and changes in estimates
|
0.8
|
|
|
—
|
|
|
0.1
|
|
|
1.6
|
|
|
0.1
|
|
|
2.6
|
|
||||||
Payments made
|
(5.3
|
)
|
|
(1.9
|
)
|
|
(1.3
|
)
|
|
(1.6
|
)
|
|
(0.8
|
)
|
|
(10.9
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Balance at December 31, 2017
|
$
|
0.6
|
|
|
$
|
4.3
|
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
Common stock
issued
|
|
Exchangeable
shares issued
|
||||||||
|
Class A
|
|
Class B
(1)
|
|
Class A
|
|
Class B
|
||||
|
(Share amounts in millions)
|
||||||||||
Balance at December 31, 2014
|
2.6
|
|
|
169.9
|
|
|
2.9
|
|
|
17.6
|
|
Shares issued under equity compensation plans
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
1.6
|
|
|
—
|
|
|
(1.6
|
)
|
Balance at December 31, 2015
|
2.6
|
|
|
172.5
|
|
|
2.9
|
|
|
16.0
|
|
Shares issued from public offering
|
—
|
|
|
29.9
|
|
|
—
|
|
|
—
|
|
Shares issued under equity compensation plans
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(0.8
|
)
|
Balance at December 31, 2016
|
2.6
|
|
|
203.7
|
|
|
2.9
|
|
|
15.2
|
|
Shares issued under equity compensation plans
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(0.5
|
)
|
Balance at December 31, 2017
|
2.6
|
|
|
204.7
|
|
|
2.9
|
|
|
14.7
|
|
(1)
|
During 2016, we received proceeds of approximately
$2.5 billion
, net of issuance costs from our February 3, 2016, equity offering of
29.9 million
shares of our Class B common stock. See "Class B Common Stock Equity Issuance" below for further discussion. During 2015, we repurchased Class B common shares which results in a lower number of outstanding shares compared to issued shares. See "Share Repurchase Program" below for further discussion. For all other classes, issued shares equal outstanding shares.
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
1,412.7
|
|
|
$
|
1,995.8
|
|
|
$
|
391.3
|
|
Income (loss) from discontinued operations, net of tax
|
1.5
|
|
|
(2.8
|
)
|
|
3.9
|
|
|||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
1,414.2
|
|
|
$
|
1,993.0
|
|
|
$
|
395.2
|
|
Weighted-average shares for basic EPS
|
215.4
|
|
|
212.0
|
|
|
185.3
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
RSUs, DSUs, and PSUs
|
0.6
|
|
|
0.8
|
|
|
0.7
|
|
|||
Stock options and SOSARs
|
0.5
|
|
|
0.6
|
|
|
0.4
|
|
|||
Weighted-average shares for diluted EPS
|
216.5
|
|
|
213.4
|
|
|
186.4
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
6.56
|
|
|
$
|
9.41
|
|
|
$
|
2.11
|
|
From discontinued operations
|
0.01
|
|
|
(0.01
|
)
|
|
0.02
|
|
|||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
6.57
|
|
|
$
|
9.40
|
|
|
$
|
2.13
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
6.52
|
|
|
$
|
9.35
|
|
|
$
|
2.10
|
|
From discontinued operations
|
0.01
|
|
|
(0.01
|
)
|
|
0.02
|
|
|||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
6.53
|
|
|
$
|
9.34
|
|
|
$
|
2.12
|
|
Dividends declared and paid per share
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
For the years ended
|
|||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||
|
(In millions)
|
|||||||
RSUs, stock options and SOSARs
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Land and improvements
|
$
|
363.9
|
|
|
$
|
304.7
|
|
Buildings and improvements
|
930.6
|
|
|
853.1
|
|
||
Machinery and equipment
|
3,910.6
|
|
|
3,513.8
|
|
||
Returnable containers
|
356.2
|
|
|
321.7
|
|
||
Furniture and fixtures
|
360.5
|
|
|
313.5
|
|
||
Software
|
310.4
|
|
|
282.7
|
|
||
Natural resource properties
|
3.8
|
|
|
3.8
|
|
||
Construction in progress
|
534.3
|
|
|
413.4
|
|
||
Total properties cost
|
6,770.3
|
|
|
6,006.7
|
|
||
Less: accumulated depreciation
|
(2,096.6
|
)
|
|
(1,499.3
|
)
|
||
Properties, net
|
$
|
4,673.7
|
|
|
$
|
4,507.4
|
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
International
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
551.4
|
|
|
$
|
1,408.7
|
|
|
$
|
23.2
|
|
|
$
|
1,983.3
|
|
Business acquisition
(1)
|
6,415.6
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
6,415.0
|
|
|||||
Impairment related to India reporting unit
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
|
(15.7
|
)
|
|||||
Foreign currency translation
|
—
|
|
|
16.2
|
|
|
(148.2
|
)
|
|
(0.5
|
)
|
|
(132.5
|
)
|
|||||
Balance at December 31, 2016
|
$
|
6,415.6
|
|
|
$
|
567.6
|
|
|
$
|
1,260.5
|
|
|
$
|
6.4
|
|
|
$
|
8,250.1
|
|
Adjustments to preliminary purchase price allocation and synergy allocation
(1)
|
(487.1
|
)
|
|
295.0
|
|
|
100.0
|
|
|
—
|
|
|
(92.1
|
)
|
|||||
Business acquisition
(3)
|
—
|
|
|
13.8
|
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|||||
Foreign currency translation
|
—
|
|
|
55.7
|
|
|
177.5
|
|
|
0.5
|
|
|
233.7
|
|
|||||
Balance at December 31, 2017
|
$
|
5,928.5
|
|
|
$
|
932.1
|
|
|
$
|
1,538.0
|
|
|
$
|
6.9
|
|
|
$
|
8,405.5
|
|
(1)
|
On October 11, 2016, we completed the Acquisition and estimated preliminary goodwill of approximately
$6.4 billion
, which was initially allocated to our U.S. segment. During 2017, we recorded adjustments to our preliminary purchase price allocation resulting in a net decrease in goodwill of
$92.1 million
. Separately, early in the fourth quarter of 2017, and prior to the completion of the one year measurement period, we completed the allocation of goodwill to our reporting units, resulting in
$295.0 million
and
$100.0 million
allocated to the Canada and Europe reporting units, respectively, as of October 11, 2016. Refer to
Note 4, "Acquisition and Investments"
for further details.
|
(2)
|
The International segment's goodwill impairment loss for 2016 resulted from an interim goodwill impairment assessment for the India reporting unit performed during the second quarter of 2016, triggered by the enactment of total alcohol prohibition in the state of Bihar, India on April 5, 2016.
|
(3)
|
During the fourth quarter of 2017, we completed the acquisition of Le Trou du Diable, a craft brewer located in Quebec. As part of the preliminary purchase price accounting in the fourth quarter of 2017, goodwill generated in conjunction with this acquisition has been recorded within our Canada segment, subject to normal purchase accounting adjustments.
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
10 - 50
|
|
$
|
5,215.3
|
|
|
$
|
(516.0
|
)
|
|
$
|
4,699.3
|
|
License agreements and distribution rights
|
15 - 28
|
|
236.3
|
|
|
(103.9
|
)
|
|
132.4
|
|
|||
Other
|
2 - 40
|
|
148.3
|
|
|
(42.4
|
)
|
|
105.9
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
8,216.6
|
|
|
—
|
|
|
8,216.6
|
|
|||
Distribution networks
|
Indefinite
|
|
804.7
|
|
|
—
|
|
|
804.7
|
|
|||
Other
|
Indefinite
|
|
337.6
|
|
|
—
|
|
|
337.6
|
|
|||
Total
|
|
|
$
|
14,958.8
|
|
|
$
|
(662.3
|
)
|
|
$
|
14,296.5
|
|
|
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
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2018
|
|
$
|
224.7
|
|
2019
|
|
223.8
|
|
|
2020
|
|
222.8
|
|
|
2021
|
|
217.4
|
|
|
2022
|
|
213.3
|
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
CAD 500 million 3.95% Series A notes due 2017
|
$
|
—
|
|
|
$
|
372.0
|
|
CAD 400 million 2.25% notes due 2018
(1)
|
318.2
|
|
|
297.6
|
|
||
CAD 500 million 2.75% notes due 2020
(1)
|
397.7
|
|
|
372.0
|
|
||
CAD 500 million 2.84% notes due 2023
(2)
|
397.7
|
|
|
372.0
|
|
||
CAD 500 million 3.44% notes due 2026
(2)
|
397.7
|
|
|
372.0
|
|
||
$300 million 2.0% notes due 2017
(3)
|
—
|
|
|
300.2
|
|
||
$500 million 1.45% notes due 2019
(2)
|
500.0
|
|
|
500.0
|
|
||
$500 million 1.90% notes due 2019
(4)
|
498.5
|
|
|
—
|
|
||
$500 million 2.25% notes due 2020
(4)
|
498.2
|
|
|
—
|
|
||
$1.0 billion 2.10% notes due 2021
(2)
|
1,000.0
|
|
|
1,000.0
|
|
||
$500 million 3.5% notes due 2022
(3)
|
512.2
|
|
|
515.0
|
|
||
$2.0 billion 3.0% notes due 2026
(2)
|
2,000.0
|
|
|
2,000.0
|
|
||
$1.1 billion 5.0% notes due 2042
(3)
|
1,100.0
|
|
|
1,100.0
|
|
||
$1.8 billion 4.2% notes due 2046
(2)
|
1,800.0
|
|
|
1,800.0
|
|
||
EUR 500 million notes due 2019
(4)
|
600.3
|
|
|
—
|
|
||
EUR 800 million 1.25% notes due 2024
(2)
|
960.4
|
|
|
841.4
|
|
||
Term loans
(5)
|
—
|
|
|
2,300.0
|
|
||
Other long-term debt
|
22.1
|
|
|
2.2
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(75.9
|
)
|
|
(85.0
|
)
|
||
Total long-term debt (including current portion)
|
10,927.1
|
|
|
12,059.4
|
|
||
Less: current portion of long-term debt
|
(328.4
|
)
|
|
(671.7
|
)
|
||
Total long-term debt
|
$
|
10,598.7
|
|
|
$
|
11,387.7
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Commercial paper program
(6)
|
$
|
379.0
|
|
|
$
|
—
|
|
Other short-term borrowings
(7)
|
7.4
|
|
|
13.1
|
|
||
Current portion of long-term debt
|
328.4
|
|
|
671.7
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
714.8
|
|
|
$
|
684.8
|
|
(1)
|
On
September 18, 2015
, Molson Coors International, L.P., a Delaware limited partnership and wholly-owned subsidiary of MCBC ("Molson Coors International L.P."), issued CAD
500 million
2.75%
notes due
September 18, 2020
("CAD
500 million
notes"), and CAD
400 million
2.25%
notes due
September 18, 2018
("CAD
400 million
notes", and together with the CAD
500 million
notes, the "2015 Notes"). Prior to issuing the 2015 Notes, we entered into forward starting interest rate swap agreements to hedge the interest rate volatility on CAD
600 million
of the 2015 Notes beginning in the second quarter of 2014. At the time of the issuance of the 2015 Notes, the government of Canada bond rates were trading at a yield lower than that locked in by the interest rate swaps, resulting in an aggregate realized loss of CAD
39.2 million
(
$29.5 million
at settlement), which was recorded in other comprehensive income. A portion of this loss is being amortized into interest expense over the
5
-year and
3
-year terms of the respective 2015 Notes and will increase our effective cost of borrowing compared to the stated coupon rates by
0.65%
on the CAD
500 million
notes and
0.16%
on the CAD
400 million
notes. The remaining portion of the loss will be amortized on future debt issuances covering the full
10
-year term of the interest rate swap agreements. The cash payment associated with the settlement of the forward starting interest rate swap agreements was recorded as an operating outflow within the
|
(2)
|
On
July 7, 2016
, MCBC issued approximately
$5.3 billion
senior notes with portions maturing from
July 15, 2019
, through
July 15, 2046
("2016 USD Notes"), and EUR
800.0 million
senior notes maturing
July 15, 2024
("2016 EUR Notes"), and Molson Coors International L.P., completed a private placement of CAD
1.0 billion
senior notes maturing
July 15, 2023
, and
July 15, 2026
("2016 CAD Notes"), in order to partially fund the financing of the Acquisition (2016 USD Notes, 2016 EUR Notes and 2016 CAD notes, collectively, the "2016 Notes"). These issuances resulted in total proceeds of approximately
$6.9 billion
, net of underwriting fees and discounts of
$36.5 million
and
$17.7 million
, respectively. Total debt issuance costs capitalized in connection with these notes including underwriting fees, discounts and other financing related costs, were approximately
$65 million
and are being amortized over the respective terms of the 2016 Notes. The 2016 Notes began accruing interest upon issuance, with semi-annual payments due on the 2016 USD Notes and 2016 CAD Notes in January and July beginning in 2017, and annual interest payments due on the 2016 EUR Notes in July beginning in 2017.
|
(3)
|
On May 3, 2012, we issued approximately
$1.9 billion
of senior notes with portions maturing in 2017, 2022 and 2042. The
2017
senior notes were issued in an initial aggregate principal amount of
$300 million
at
2.0%
interest and matured on May 1, 2017 ("
$300 million
notes"). The 2022 senior notes were issued in an initial aggregate principal amount of
$500 million
at
3.5%
interest and will mature on May 1, 2022 ("
$500 million
notes"). The
2042
senior notes were issued in an initial aggregate principal amount of
$1.1 billion
at
5.0%
interest and will mature on May 1, 2042. The issuance resulted in total proceeds, before expenses, of approximately
$1.9 billion
, net of underwriting fees and discounts of
$14.7 million
and
$4.6 million
, respectively. Total debt issuance costs capitalized in connection with these senior notes, including the underwriting fees and discounts, were approximately
$18.0 million
and are being amortized over the term of the notes. During the second quarter of 2017, we repaid our
$300 million
notes using commercial paper.
|
(4)
|
On March 15, 2017, MCBC issued approximately
$1.5 billion
of senior notes, consisting of
$500.0 million
1.90%
senior notes due
March 15, 2019
, and
$500.0 million
2.25%
senior notes due
March 15, 2020
(collectively, the "2017 USD Notes") and EUR
500.0 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% plus three-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 debt issuance costs capitalized in connection with these notes, including underwriting fees, discounts and other financing related costs, were
$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. The proceeds from our 2017 Notes were used to repay our term loans, as further described below.
|
(5)
|
In anticipation of the Acquisition, we entered into a term loan agreement during the fourth quarter of 2015, by and among the Company, the lenders party thereto, and Citibank, N.A., as Administrative Agent. The term loan agreement provided for total term loan commitments of
$1.5 billion
in a
3
-year tranche and
$1.5 billion
in a
5
-year tranche, for an aggregate principal amount of
$3.0 billion
. On
October 11, 2016
, in connection with the closing of the Acquisition, we borrowed
$1.0 billion
under the
3
-year tranche and
$1.5 billion
under the
5
-year tranche, for an aggregate principal amount of
$2.5 billion
. The proceeds were used to partially fund the Acquisition. Total debt issuance costs capitalized in connection with these term loans were
$8.7 million
and were amortized to interest expense over each tranche's respective terms. The term loans had monthly interest at the rate of
1.50% plus one-month LIBOR
. The term loans were fully repaid as of July 19, 2017.
|
(6)
|
As of
December 31, 2017
, we had total outstanding borrowings under our commercial paper program of
$379.0 million
at a weighted-average effective interest rate and tenor of
1.84%
and
45
days, respectively. There were no outstanding borrowings under our commercial paper program as of
December 31, 2016
. During the third quarter of 2017, we increased the size of our commercial paper program to a maximum of
$1.5 billion
. We used proceeds from the commercial paper to make repayments of our notes upon maturity as well as fund working capital needs.
|
(7)
|
As of
December 31, 2017
, we had
$1.2 million
in bank overdrafts and
$37.8 million
in bank cash related to our cross-border, cross-currency cash pool for a net positive position of
$36.6 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
.
|
•
|
GBP
10 million
uncommitted money market facility
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2018
|
|
$
|
715.2
|
|
2019
|
|
1,609.8
|
|
|
2020
|
|
897.7
|
|
|
2021
|
|
1,000.0
|
|
|
2022
|
|
500.0
|
|
|
Thereafter
|
|
6,657.8
|
|
|
Total
|
|
$
|
11,380.5
|
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Interest incurred
|
$
|
351.8
|
|
|
$
|
272.2
|
|
|
$
|
121.1
|
|
Interest capitalized
|
(2.5
|
)
|
|
(0.6
|
)
|
|
(0.8
|
)
|
|||
Interest expensed
|
$
|
349.3
|
|
|
$
|
271.6
|
|
|
$
|
120.3
|
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Finished goods
|
$
|
222.3
|
|
|
$
|
213.8
|
|
Work in process
|
85.2
|
|
|
81.6
|
|
||
Raw materials
|
231.7
|
|
|
238.5
|
|
||
Packaging materials
|
52.3
|
|
|
58.8
|
|
||
Inventories, net
|
$
|
591.5
|
|
|
$
|
592.7
|
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
(In millions)
|
||||||||||
Pretax share-based compensation expense
|
$
|
58.3
|
|
|
$
|
32.3
|
|
|
$
|
20.7
|
|
Tax benefit
(1)
|
(11.1
|
)
|
|
(10.0
|
)
|
|
(5.6
|
)
|
|||
After-tax share-based compensation expense
|
$
|
47.2
|
|
|
$
|
22.3
|
|
|
$
|
15.1
|
|
(1)
|
The tax benefit for 2017 excludes the impact of the remeasurement of related deferred tax assets resulting from the reduction of the U.S. federal corporate income tax rate pursuant to the 2017 Tax Act. See
Note 6, "Income Tax"
for further discussion.
|
|
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)
|
|
$79.86
|
|
(0.2)
|
|
$58.53
|
Converted
(1)
|
0.3
|
|
$106.17
|
|
(0.1)
|
|
$106.17
|
Forfeited
|
(0.1)
|
|
$91.41
|
|
—
|
|
$—
|
Non-vested as of December 31, 2017
|
1.0
|
|
$95.80
|
|
0.4
|
|
$89.57
|
(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.
|
|
Stock options and SOSARs
|
||||||||
|
Awards
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic
value
|
||
|
(In millions, except per share amounts and years)
|
||||||||
Outstanding as of December 31, 2016
|
1.5
|
|
$59.79
|
|
5.4
|
|
$
|
58.2
|
|
Granted
|
0.2
|
|
$96.77
|
|
|
|
|
|
|
Exercised
|
(0.2)
|
|
$56.58
|
|
|
|
|
|
|
Forfeited
|
—
|
|
—
|
|
|
|
|
|
|
Outstanding as of December 31, 2017
|
1.5
|
|
$63.60
|
|
4.6
|
|
$
|
31.3
|
|
Expected to vest at December 31, 2017
|
0.3
|
|
$89.86
|
|
8.4
|
|
$
|
0.4
|
|
Exercisable at December 31, 2017
|
1.2
|
|
$56.23
|
|
3.5
|
|
$
|
30.9
|
|
|
For the years ended
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
Risk-free interest rate
|
2.04%
|
|
1.40%
|
|
1.70%
|
Dividend yield
|
1.64%
|
|
1.81%
|
|
2.20%
|
Volatility range
|
22.40% - 22.88%
|
|
23.16% - 24.64%
|
|
21.65% - 29.90%
|
Weighted-average volatility
|
22.52%
|
|
23.53%
|
|
23.71%
|
Expected term (years)
|
5.1
|
|
5.2
|
|
5.7
|
Weighted-average fair value
|
$18.66
|
|
$16.65
|
|
$13.98
|
|
For the years ended
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
Risk-free interest rate
|
1.59%
|
|
1.04%
|
|
1.06%
|
Dividend yield
|
1.64%
|
|
1.81%
|
|
2.20%
|
Volatility range
|
13.71% - 80.59%
|
|
14.10% - 77.11%
|
|
12.73% - 62.28%
|
Weighted-average volatility
|
24.24%
|
|
23.68%
|
|
21.53%
|
Expected term (years)
|
2.8
|
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$97.13
|
|
$90.49
|
|
$74.42
|
|
MCBC stockholders' equity
|
||||||||||||||||||
|
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, 2014
|
$
|
129.8
|
|
|
$
|
15.0
|
|
|
$
|
(632.0
|
)
|
|
$
|
(384.7
|
)
|
|
$
|
(871.9
|
)
|
Foreign currency translation adjustments
|
(830.4
|
)
|
|
(16.0
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(848.1
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
23.0
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
|
22.8
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
20.7
|
|
|
—
|
|
|
20.7
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
56.5
|
|
|
56.5
|
|
|||||
Tax benefit (expense)
|
(69.3
|
)
|
|
(0.4
|
)
|
|
(8.1
|
)
|
|
(22.2
|
)
|
|
(100.0
|
)
|
|||||
As of December 31, 2015
|
$
|
(769.9
|
)
|
|
$
|
14.5
|
|
|
$
|
(598.3
|
)
|
|
$
|
(350.4
|
)
|
|
$
|
(1,704.1
|
)
|
Foreign currency translation adjustments
|
(227.4
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
(234.7
|
)
|
|||||
Unrealized gain (loss) on derivative and non-derivative instruments
|
—
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
64.4
|
|
|
—
|
|
|
64.4
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
28.9
|
|
|
—
|
|
|
28.9
|
|
|||||
Reclassification of historical share of MillerCoors' AOCI loss to income
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
458.3
|
|
|
458.3
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
36.8
|
|
|
36.8
|
|
|||||
Tax benefit (expense)
(1)
|
3.2
|
|
|
(9.9
|
)
|
|
(16.7
|
)
|
|
(214.6
|
)
|
|
(238.0
|
)
|
|||||
As of December 31, 2016
|
$
|
(994.1
|
)
|
|
$
|
21.2
|
|
|
$
|
(529.0
|
)
|
|
$
|
(69.9
|
)
|
|
$
|
(1,571.8
|
)
|
Foreign currency translation adjustments
|
638.3
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
643.0
|
|
|||||
Unrealized gain (loss) on derivative and non-derivative instruments
|
—
|
|
|
(205.3
|
)
|
|
—
|
|
|
—
|
|
|
(205.3
|
)
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
181.8
|
|
|
—
|
|
|
181.8
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
|
14.3
|
|
|||||
Tax benefit (expense)
|
41.2
|
|
|
71.2
|
|
|
(36.9
|
)
|
|
(3.9
|
)
|
|
71.6
|
|
|||||
As of December 31, 2017
|
$
|
(314.6
|
)
|
|
$
|
(110.9
|
)
|
|
$
|
(375.0
|
)
|
|
$
|
(59.5
|
)
|
|
$
|
(860.0
|
)
|
(1)
|
Upon completion of the Acquisition on October 11, 2016, we recorded a loss of
$458.3 million
within special items upon reclassification of our accumulated other comprehensive loss related to our historical
42%
interest in MillerCoors. The associated income tax benefit of
$200.1 million
was also reclassified and recorded as a component of the income tax benefit (expense) line item on the consolidated statement of operations. See
Note 4, "Acquisition and Investments"
for further details. The remaining AOCI of our equity method investments is related to changes to BRI and BDL pension obligations.
|
|
|
For the years ended
|
|
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
||||||
|
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||||||
|
|
(In millions)
|
|
|
||||||||||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Forward starting interest rate swaps
|
|
$
|
(3.7
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(2.0
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
|
(2.0
|
)
|
|
(7.2
|
)
|
|
(11.9
|
)
|
|
Other income (expense), net
|
|||
Foreign currency forwards
|
|
3.7
|
|
|
14.4
|
|
|
21.0
|
|
|
Cost of goods sold
|
|||
Total income (loss) reclassified, before tax
|
|
(2.0
|
)
|
|
3.4
|
|
|
7.1
|
|
|
|
|||
Income tax benefit (expense)
|
|
0.7
|
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
(1.3
|
)
|
|
$
|
3.0
|
|
|
$
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
||||||
Prior service benefit (cost)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.3
|
)
|
|
(1)
|
Net actuarial gain (loss) and settlement
|
|
(3.9
|
)
|
|
(28.3
|
)
|
|
(20.4
|
)
|
|
(1)
|
|||
Total income (loss) reclassified, before tax
|
|
(4.4
|
)
|
|
(28.9
|
)
|
|
(20.7
|
)
|
|
|
|||
Income tax benefit (expense)
|
|
0.8
|
|
|
6.1
|
|
|
4.6
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
(3.6
|
)
|
|
$
|
(22.8
|
)
|
|
$
|
(16.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reclassification of historical share of MillerCoors' AOCI loss:
|
|
|
|
|
|
|
|
|
||||||
Historical share of MillerCoors' AOCI loss
|
|
$
|
—
|
|
|
$
|
(458.3
|
)
|
|
$
|
—
|
|
|
(2)
|
Income tax benefit (expense)
|
|
—
|
|
|
200.1
|
|
|
—
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
|
$
|
—
|
|
|
$
|
(258.2
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total income (loss) reclassified, net of tax
|
|
$
|
(4.9
|
)
|
|
$
|
(278.0
|
)
|
|
$
|
(10.7
|
)
|
|
|
(1)
|
These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost. See
Note 16, "Employee Retirement Plans and Postretirement Benefits"
for additional details.
|
(2)
|
Upon completion of the Acquisition on October 11, 2016, we recorded a loss within special items upon reclassification of our accumulated other comprehensive loss related to our historical
42%
interest in MillerCoors. See
Note 4, "Acquisition and Investments"
for further details.
|
|
For the years ended
|
||||||||||||||||||||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Components of net periodic pension and OPEB cost (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
7.7
|
|
|
$
|
10.9
|
|
|
$
|
18.6
|
|
|
$
|
7.6
|
|
|
$
|
4.1
|
|
|
$
|
11.7
|
|
|
$
|
9.5
|
|
|
$
|
1.8
|
|
|
$
|
11.3
|
|
Interest cost
|
205.6
|
|
|
30.6
|
|
|
236.2
|
|
|
146.4
|
|
|
10.9
|
|
|
157.3
|
|
|
137.5
|
|
|
6.0
|
|
|
143.5
|
|
|||||||||
Expected return on plan assets, net of expenses
|
(287.9
|
)
|
|
0.4
|
|
|
(287.5
|
)
|
|
(194.1
|
)
|
|
—
|
|
|
(194.1
|
)
|
|
(196.0
|
)
|
|
—
|
|
|
(196.0
|
)
|
|||||||||
Amortization of prior service cost (benefit)
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
0.6
|
|
|
0.6
|
|
|
(0.3
|
)
|
|
0.3
|
|
|||||||||
Amortization of net actuarial loss (gain)
|
12.2
|
|
|
—
|
|
|
12.2
|
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|
21.7
|
|
|
(0.3
|
)
|
|
21.4
|
|
|||||||||
Curtailment and settlement loss (gain)
|
(5.4
|
)
|
|
(2.9
|
)
|
|
(8.3
|
)
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||||||
Less: expected participant contributions
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||||||
Net periodic pension and OPEB cost (benefit)
|
$
|
(67.8
|
)
|
|
$
|
39.0
|
|
|
$
|
(28.8
|
)
|
|
$
|
(11.6
|
)
|
|
$
|
14.9
|
|
|
$
|
3.3
|
|
|
$
|
(30.1
|
)
|
|
$
|
7.2
|
|
|
$
|
(22.9
|
)
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year benefit obligation
|
$
|
6,177.5
|
|
|
$
|
835.0
|
|
|
$
|
7,012.5
|
|
|
$
|
3,500.0
|
|
|
$
|
136.1
|
|
|
$
|
3,636.1
|
|
Pension and postretirement benefit obligations assumed in Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
3,045.8
|
|
|
734.4
|
|
|
3,780.2
|
|
||||||
Service cost, net of expected employee contributions
|
7.2
|
|
|
10.9
|
|
|
18.1
|
|
|
7.1
|
|
|
4.1
|
|
|
11.2
|
|
||||||
Interest cost
|
205.6
|
|
|
30.6
|
|
|
236.2
|
|
|
146.4
|
|
|
10.9
|
|
|
157.3
|
|
||||||
Actual employee contributions
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Actuarial loss (gain)
|
179.4
|
|
|
(34.9
|
)
|
|
144.5
|
|
|
139.2
|
|
|
(38.7
|
)
|
|
100.5
|
|
||||||
Amendments
|
—
|
|
|
(4.4
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(327.5
|
)
|
|
(43.3
|
)
|
|
(370.8
|
)
|
|
(220.1
|
)
|
|
(15.5
|
)
|
|
(235.6
|
)
|
||||||
Settlement
|
(947.6
|
)
|
|
—
|
|
|
(947.6
|
)
|
|
(67.8
|
)
|
|
—
|
|
|
(67.8
|
)
|
||||||
Foreign currency exchange rate change
|
289.1
|
|
|
9.7
|
|
|
298.8
|
|
|
(373.6
|
)
|
|
3.7
|
|
|
(369.9
|
)
|
||||||
Benefit obligation at end of year
|
$
|
5,584.4
|
|
|
$
|
803.6
|
|
|
$
|
6,388.0
|
|
|
$
|
6,177.5
|
|
|
$
|
835.0
|
|
|
$
|
7,012.5
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year fair value of assets
|
$
|
5,945.5
|
|
|
$
|
—
|
|
|
$
|
5,945.5
|
|
|
$
|
3,523.2
|
|
|
$
|
—
|
|
|
$
|
3,523.2
|
|
Plan assets assumed in Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
2,723.6
|
|
|
—
|
|
|
2,723.6
|
|
||||||
Actual return on plan assets
|
608.9
|
|
|
—
|
|
|
608.9
|
|
|
366.2
|
|
|
—
|
|
|
366.2
|
|
||||||
Employer contributions
|
310.0
|
|
|
43.3
|
|
|
353.3
|
|
|
12.1
|
|
|
15.5
|
|
|
27.6
|
|
||||||
Actual employee contributions
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Settlement
|
(947.6
|
)
|
|
—
|
|
|
(947.6
|
)
|
|
(67.8
|
)
|
|
—
|
|
|
(67.8
|
)
|
||||||
Benefits and plan expenses paid
|
(327.5
|
)
|
|
(43.3
|
)
|
|
(370.8
|
)
|
|
(227.6
|
)
|
|
(15.5
|
)
|
|
(243.1
|
)
|
||||||
Foreign currency exchange rate change
|
307.7
|
|
|
—
|
|
|
307.7
|
|
|
(384.7
|
)
|
|
—
|
|
|
(384.7
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
5,897.7
|
|
|
$
|
—
|
|
|
$
|
5,897.7
|
|
|
$
|
5,945.5
|
|
|
$
|
—
|
|
|
$
|
5,945.5
|
|
Funded status:
|
$
|
313.3
|
|
|
$
|
(803.6
|
)
|
|
$
|
(490.3
|
)
|
|
$
|
(232.0
|
)
|
|
$
|
(835.0
|
)
|
|
$
|
(1,067.0
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other non-current assets
|
$
|
412.0
|
|
|
$
|
—
|
|
|
$
|
412.0
|
|
|
$
|
184.6
|
|
|
$
|
—
|
|
|
$
|
184.6
|
|
Accounts payable and other current liabilities
|
(4.9
|
)
|
|
(48.9
|
)
|
|
(53.8
|
)
|
|
(4.2
|
)
|
|
(51.4
|
)
|
|
(55.6
|
)
|
||||||
Pension and postretirement benefits
|
(93.8
|
)
|
|
(754.7
|
)
|
|
(848.5
|
)
|
|
(412.4
|
)
|
|
(783.6
|
)
|
|
(1,196.0
|
)
|
||||||
Net amounts recognized
|
$
|
313.3
|
|
|
$
|
(803.6
|
)
|
|
$
|
(490.3
|
)
|
|
$
|
(232.0
|
)
|
|
$
|
(835.0
|
)
|
|
$
|
(1,067.0
|
)
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Accumulated benefit obligation
|
$
|
864.0
|
|
|
$
|
659.9
|
|
|
$
|
1,523.9
|
|
|
$
|
3,406.6
|
|
|
$
|
697.4
|
|
|
$
|
4,104.0
|
|
Projected benefit obligation
|
$
|
864.3
|
|
|
$
|
803.6
|
|
|
$
|
1,667.9
|
|
|
$
|
3,422.2
|
|
|
$
|
835.0
|
|
|
$
|
4,257.2
|
|
Fair value of plan assets
|
$
|
765.6
|
|
|
$
|
—
|
|
|
$
|
765.6
|
|
|
$
|
3,005.6
|
|
|
$
|
—
|
|
|
$
|
3,005.6
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
645.4
|
|
|
$
|
(83.3
|
)
|
|
$
|
562.1
|
|
|
$
|
798.4
|
|
|
$
|
(47.7
|
)
|
|
$
|
750.7
|
|
Net prior service cost
|
1.5
|
|
|
(1.6
|
)
|
|
(0.1
|
)
|
|
2.3
|
|
|
(0.1
|
)
|
|
2.2
|
|
||||||
Total not yet recognized
|
$
|
646.9
|
|
|
$
|
(84.9
|
)
|
|
$
|
562.0
|
|
|
$
|
800.7
|
|
|
$
|
(47.8
|
)
|
|
$
|
752.9
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Accumulated other comprehensive loss (income) as of December 31, 2015
|
$
|
849.3
|
|
|
$
|
(10.4
|
)
|
|
$
|
838.9
|
|
Amortization of prior service (costs) benefit
|
(0.7
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|||
Amortization of net actuarial (loss) gain
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
|||
Settlement
|
(10.5
|
)
|
|
—
|
|
|
(10.5
|
)
|
|||
Current year actuarial loss (gain)
|
(25.8
|
)
|
|
(38.6
|
)
|
|
(64.4
|
)
|
|||
Foreign currency exchange rate change
|
6.2
|
|
|
1.1
|
|
|
7.3
|
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2016
|
$
|
800.7
|
|
|
$
|
(47.8
|
)
|
|
$
|
752.9
|
|
Amortization of prior service (costs) benefit
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Amortization of net actuarial (loss) gain
|
(12.2
|
)
|
|
—
|
|
|
(12.2
|
)
|
|||
Net prior service cost
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|||
Settlement
|
5.4
|
|
|
2.9
|
|
|
8.3
|
|
|||
Current year actuarial loss (gain)
|
(141.5
|
)
|
|
(38.7
|
)
|
|
(180.2
|
)
|
|||
Foreign currency exchange rate change
|
(5.0
|
)
|
|
0.3
|
|
|
(4.7
|
)
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2017
|
$
|
646.9
|
|
|
$
|
(84.9
|
)
|
|
$
|
562.0
|
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||
|
(In millions)
|
||||||||||
Amortization of net prior service cost (gain)
|
$
|
0.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.6
|
|
Amortization of actuarial net loss (gain)
|
$
|
7.8
|
|
|
$
|
(1.7
|
)
|
|
$
|
6.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
Settlement discount rate
|
3.36%
|
|
3.76%
|
|
3.72%
|
|
3.59%
|
|
3.70%
|
|
4.15%
|
Rate of compensation increase
|
2.00%
|
|
N/A
|
|
2.00%
|
|
N/A
|
|
2.50%
|
|
N/A
|
Expected return on plan assets
(1)
|
4.83%
|
|
N/A
|
|
5.15%
|
|
N/A
|
|
5.46%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 7.0% in 2017 to 4.5% in 2037
|
|
N/A
|
|
Ranging ratably from 7.7% in 2016 to 4.5% in 2028
|
|
N/A
|
|
Ranging ratably from 7.7% in 2015 to 4.5% in 2028
|
(1)
|
We develop our EROA assumptions annually with input from independent investment specialists including our actuaries, investment consultants, plan trustee and other specialists. Each EROA assumption is based on historical data, including historical returns, historical market rates and is calculated for each plan's individual asset class. The calculation includes inputs for interest, inflation, credit, and risk premium (active investment management) rates and fees paid to service providers. We consider our EROA to be a significant management estimate. Any material changes in the inputs to our methodology used in calculating our EROA could have a significant impact on our reported defined benefit pension plans' expense.
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
Settlement discount rate
|
3.01%
|
|
3.34%
|
|
3.36%
|
|
3.76%
|
Rate of compensation increase
|
2.00%
|
|
N/A
|
|
2.00%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 6.75% in 2018 to 4.5% in 2037
|
|
N/A
|
|
Ranging ratably from 7.0% in 2017 to 4.5% in 2037
|
|
1% point
increase
(unfavorable)
|
|
1% point
decrease
favorable
|
||||
|
(In millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
(3.2
|
)
|
|
$
|
2.8
|
|
Effect on postretirement benefit obligations
|
$
|
(60.2
|
)
|
|
$
|
51.9
|
|
(1)
|
optimize the long-term return on plan assets at an acceptable level of risk and manage projected future cash contributions;
|
(2)
|
maintain a broad diversification across asset classes and among investment managers;
|
(3)
|
manage the risk level of the plans' assets in relation to the plans' liabilities
|
|
Target
allocations
|
|
Actual
allocations
|
Equities
|
19.7%
|
|
21.3%
|
Fixed income
|
65.9%
|
|
64.1%
|
Hedge funds
|
2.1%
|
|
2.1%
|
Real estate
|
2.6%
|
|
2.5%
|
Annuities
|
3.0%
|
|
3.0%
|
Other
|
6.7%
|
|
7.0%
|
•
|
Cash and short-term instruments—Includes cash, trades awaiting settlement, bank deposits, short-term bills and short-term notes. Our "trades awaiting settlement" category includes payables and receivables associated with asset purchases and sales that are awaiting final cash settlement as of year-end due to the use of trade date accounting for our pension plans assets. These payables normally settle within a few business days of the purchase or sale of the respective asset. The respective assets are included in or removed from our year end plan assets and categorized in their respective asset categories in the fair value hierarchy below. We include these items in Level 1 of this hierarchy, as the values are derived from quoted prices in active markets. Short-term instruments are included in Level 2 of the fair value hierarchy as these are highly liquid instruments that are valued using observable inputs, but their asset values are not publicly quoted.
|
•
|
Debt securities—Includes various government and corporate fixed income securities, interest and inflation-linked assets such as bonds and swaps, collateralized securities, and other debt securities. The majority of the plans' fixed income assets trade on "over the counter" exchanges, which provides observable inputs that are the primary data used to determine each individual investment's fair value. We also use independent pricing vendors, as well as matrix pricing techniques. Matrix pricing uses observable data from other similar investments as the primary input to determine the individual security's fair value. Government and corporate fixed income securities are generally classified as Level 2 in the fair value hierarchy as they are valued using observable inputs. Assets included in our collateralized securities include mortgage backed securities and collateralized mortgage obligations, which are considered Level 3 due to the use of the significant unobservable inputs used in deriving these assets' fair values.
|
•
|
Equities—Includes publicly traded common and other equity-like holdings, primarily publicly traded common stock and real estate investment trusts. Equity assets are well diversified between international and domestic investments. We consider equities quoted on public exchanges as Level 1 while other assets that are not quoted on public exchanges but valued using significant observable inputs as Level 2 depending on the individual asset's characteristics.
|
•
|
NAV per share practical expedient—Includes our debt funds, equity funds, hedge fund of funds, real estate fund holdings and private equity funds. The market values for these funds are based on the net asset values multiplied by the number of shares owned.
|
•
|
Annuities—Includes non-participating annuity buy-in insurance policies purchased to cover a portion of the plan members. The fair value of non-participating contracts fluctuates based on changes in the obligation associated with covered plan members. These values are considered Level 3 due to the use of the significant unobservable inputs used in deriving these assets' fair values.
|
•
|
Other—Includes derivatives, repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan, venture capital, and private equity. Derivatives are priced using observable inputs including yields, interest rate curves and spreads. Exchange traded derivatives are typically priced using the last trade price. Repurchase agreements are agreements where our plan has created an asset exposure using borrowed assets, creating a repurchase agreement liability, to facilitate the trade. The assets associated with the repurchase agreement are included in the other category in the fair value hierarchy, and the repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets. When determining the presentation of our target and asset allocations for repurchase agreements, we are viewing the asset type, as opposed to the investment vehicle, and accordingly include the associated assets within fixed income, specifically interest and inflation linked assets. We include recoverable tax items in Level 1 of this hierarchy, as these are cash receivables and the values are derived from quoted prices in active markets. Private equity is included in Level 3 as the values are based upon the use of unobservable inputs.
|
|
|
|
Fair value measurements as of December 31, 2017
|
||||||||||||
|
Total at
December 31, 2017 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
299.1
|
|
|
$
|
299.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
26.4
|
|
|
26.4
|
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
41.2
|
|
|
—
|
|
|
41.2
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
1,873.6
|
|
|
—
|
|
|
1,873.6
|
|
|
—
|
|
||||
Corporate debt securities
|
1,515.3
|
|
|
—
|
|
|
1,515.3
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
1,248.3
|
|
|
—
|
|
|
1,193.7
|
|
|
54.6
|
|
||||
Collateralized debt securities
|
10.6
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
697.1
|
|
|
695.9
|
|
|
1.2
|
|
|
—
|
|
||||
Investment funds
|
|
|
|
|
|
|
|
||||||||
Private equity
|
24.2
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
||||
Annuities
|
|
|
|
|
|
|
|
|
|||||||
Buy-in annuities
|
178.9
|
|
|
—
|
|
|
—
|
|
|
178.9
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Repurchase agreements
|
(1,835.5
|
)
|
|
(1,835.5
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Private Equity
|
200.4
|
|
|
—
|
|
|
—
|
|
|
200.4
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
4,280.4
|
|
|
$
|
(813.6
|
)
|
|
$
|
4,625.0
|
|
|
$
|
469.0
|
|
|
Total at
December 31, 2017 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
4,280.4
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
913.3
|
|
|
Equity funds
|
554.9
|
|
|
Real estate funds
|
50.0
|
|
|
Private equity funds
|
99.1
|
|
|
Total fair value of plan assets
|
$
|
5,897.7
|
|
|
|
|
Fair value measurements as of December 31, 2016
|
||||||||||||
|
Total at
December 31, 2016 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
237.0
|
|
|
$
|
237.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
7.0
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
76.9
|
|
|
—
|
|
|
76.9
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
2,242.8
|
|
|
—
|
|
|
2,242.8
|
|
|
—
|
|
||||
Corporate debt securities
|
997.9
|
|
|
—
|
|
|
997.8
|
|
|
0.1
|
|
||||
Interest and inflation linked assets
|
1,011.7
|
|
|
—
|
|
|
963.3
|
|
|
48.4
|
|
||||
Collateralized debt securities
|
21.2
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
697.2
|
|
|
695.5
|
|
|
1.7
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Repurchase agreements
|
(1,693.1
|
)
|
|
(1,693.1
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Venture capital
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Private equity
|
267.4
|
|
|
—
|
|
|
—
|
|
|
267.4
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
3,866.8
|
|
|
$
|
(753.1
|
)
|
|
$
|
4,282.5
|
|
|
$
|
337.4
|
|
|
Total at
December 31, 2016 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
3,866.8
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
1,166.2
|
|
|
Equity funds
|
778.3
|
|
|
Real estate funds
|
45.3
|
|
|
Hedge funds of funds
|
3.4
|
|
|
Private equity
|
85.5
|
|
|
Total fair value of plan assets
|
$
|
5,945.5
|
|
|
Amount
|
||
|
(In millions)
|
||
Balance at December 31, 2015
|
$
|
247.2
|
|
Balance assumed in Acquisition
|
45.8
|
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
0.2
|
|
|
Unrealized gain (loss) included in AOCI
|
22.3
|
|
|
Purchases, issuances, settlements
|
51.7
|
|
|
Transfers in/(out) of Level 3
|
16.6
|
|
|
Foreign exchange translation (loss)/gain
|
(46.4
|
)
|
|
Balance at December 31, 2016
|
$
|
337.4
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
0.6
|
|
|
Unrealized gain (loss) included in AOCI
|
10.2
|
|
|
Purchases, issuances, settlements
|
94.9
|
|
|
Transfers in/(out) of Level 3
|
—
|
|
|
Foreign exchange translation (loss)/gain
|
25.9
|
|
|
Balance at December 31, 2017
|
$
|
469.0
|
|
Expected benefit payments
|
|
Pension
|
|
OPEB
|
||||
|
|
(In millions)
|
||||||
2018
|
|
$
|
302.4
|
|
|
$
|
49.0
|
|
2019
|
|
$
|
287.3
|
|
|
$
|
49.5
|
|
2020
|
|
$
|
289.9
|
|
|
$
|
49.9
|
|
2021
|
|
$
|
291.5
|
|
|
$
|
49.8
|
|
2022
|
|
$
|
292.7
|
|
|
$
|
49.5
|
|
2023-2027
|
|
$
|
1,527.9
|
|
|
$
|
247.2
|
|
|
|
|
Fair Value Measurements at
December 31, 2016 |
||||||||||||
|
Total at
December 31, 2016
|
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign currency forwards
|
$
|
14.4
|
|
|
$
|
—
|
|
|
$
|
14.4
|
|
|
$
|
—
|
|
Commodity swaps
|
(18.1
|
)
|
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
||||
Total
|
$
|
(3.7
|
)
|
|
$
|
—
|
|
|
$
|
(3.7
|
)
|
|
$
|
—
|
|
(1)
|
Notional includes offsetting buy and sell positions, shown in terms of absolute value. Buy and sell positions are shown gross in the asset and/or liability position, as appropriate.
|
For the year ended December 31, 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
|
|
$
|
(3.7
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(22.7
|
)
|
|
Other income (expense), net
|
|
(2.0
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
3.7
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(22.7
|
)
|
|
|
|
$
|
(2.0
|
)
|
|
|
|
$
|
—
|
|
For the year ended December 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
|
|
$
|
(119.0
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
EUR 500 million notes due 2019
|
|
(63.6
|
)
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
(182.6
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2017
|
||||||
Derivatives in fair value hedge relationship
|
|
Amount of gain (loss) recognized in income on derivative
|
|
Location of gain (loss) recognized in income
|
||
Interest rate swaps
|
|
$
|
(3.5
|
)
|
|
Interest expense, net
|
Total
|
|
$
|
(3.5
|
)
|
|
|
For the year ended December 31, 2016
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(3.8
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(23.7
|
)
|
|
Other income (expense), net
|
|
(7.2
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
14.4
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
(23.7
|
)
|
|
|
|
$
|
3.4
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2016
|
||||||||||||||||
Non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in OCI on derivative (effective portion) |
|
Location of gain
(loss) reclassified from AOCI into income (effective portion) |
|
Amount of gain
(loss) recognized from AOCI on derivative (effective portion) |
|
Location of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
|
Amount of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||
EUR 800 million notes due 2024
|
|
$
|
43.7
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
43.7
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
(19.3
|
)
|
|
Interest expense, net
|
|
$
|
(2.0
|
)
|
|
Interest expense, net
|
|
$
|
—
|
|
Foreign currency forwards
|
|
26.3
|
|
|
Other income (expense), net
|
|
(11.9
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
|
|
|
|
|
Cost of goods sold
|
|
21.0
|
|
|
Cost of goods sold
|
|
—
|
|
|||
Total
|
|
$
|
7.0
|
|
|
|
|
$
|
7.1
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
||||||||||||||||
Derivatives in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in OCI on derivative (effective portion) |
|
Location of gain
(loss) reclassified from AOCI into income (effective portion) |
|
Amount of gain
(loss) recognized from AOCI on derivative (effective portion) |
|
Location of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
|
Amount of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||
Cross currency swaps
|
|
$
|
16.0
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
Total
|
|
$
|
16.0
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2015
|
|||||
Derivatives in fair value hedge relationship
|
Amount of gain (loss) recognized in income on derivative
|
|
Location of gain (loss) recognized in income
|
||
Interest rate swaps
|
$
|
8.0
|
|
|
Interest expense, net
|
Total
|
$
|
8.0
|
|
|
|
For the year ended December 31, 2017
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
150.1
|
|
Foreign currency swaps
|
|
Other income (expense), net
|
|
(8.3
|
)
|
|
Total
|
|
|
|
$
|
141.8
|
|
For the year ended December 31, 2016
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
13.0
|
|
Commodity options
|
|
Cost of goods sold
|
|
(0.7
|
)
|
|
Foreign currency swaps
|
|
Other income (expense), net
|
|
(4.3
|
)
|
|
Swaption
|
|
Interest Expense
|
|
(36.4
|
)
|
|
Total
|
|
|
|
$
|
(28.4
|
)
|
For the year ended December 31, 2015
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(19.9
|
)
|
Foreign currency swaps
|
|
Other income (expense), net
|
|
0.1
|
|
|
Total
|
|
|
|
$
|
(19.8
|
)
|
|
As of
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Accounts payable and accrued trade payables
|
$
|
1,568.6
|
|
|
$
|
1,297.6
|
|
Accrued compensation
|
262.4
|
|
|
271.0
|
|
||
Accrued excise and other non-income related taxes
|
292.9
|
|
|
317.3
|
|
||
Accrued interest
|
116.1
|
|
|
119.6
|
|
||
Accrued selling and marketing costs
|
92.0
|
|
|
124.0
|
|
||
Container liability
|
146.0
|
|
|
138.2
|
|
||
Other
(1)
|
201.6
|
|
|
200.0
|
|
||
Accounts payable and other current liabilities
|
$
|
2,679.6
|
|
|
$
|
2,467.7
|
|
(1)
|
Includes current liabilities related to derivatives, income taxes, pensions and other postretirement benefits and other accrued expenses.
|
Year
|
|
Supply and Distribution
|
|
Advertising and Promotions
|
||||
|
|
(Amounts in millions)
|
||||||
2018
|
|
$
|
486.6
|
|
|
$
|
289.6
|
|
2019
|
|
460.4
|
|
|
221.3
|
|
||
2020
|
|
382.0
|
|
|
98.9
|
|
||
2021
|
|
325.5
|
|
|
70.2
|
|
||
2022
|
|
287.1
|
|
|
54.5
|
|
||
Thereafter
|
|
220.1
|
|
|
171.8
|
|
||
Total
|
|
$
|
2,161.7
|
|
|
$
|
906.3
|
|
Year
|
|
Operating Leases
|
|
Capital Leases
|
||||
|
|
(Amounts in millions)
|
||||||
2018
|
|
$
|
54.2
|
|
|
$
|
4.1
|
|
2019
|
|
39.2
|
|
|
4.2
|
|
||
2020
|
|
38.0
|
|
|
34.3
|
|
||
2021
|
|
17.3
|
|
|
4.0
|
|
||
2022
|
|
8.7
|
|
|
4.0
|
|
||
Thereafter
|
|
19.1
|
|
|
61.6
|
|
||
Total future minimum lease payments
|
|
$
|
176.5
|
|
|
$
|
112.2
|
|
Less: Interest on capital leases
|
|
|
|
(38.5
|
)
|
|||
Present value of future minimum capital lease payments
(1)
|
|
|
|
$
|
73.7
|
|
|
Total indemnity
reserves
|
||
|
(In millions)
|
||
Balance at December 31, 2014
|
$
|
21.6
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(7.2
|
)
|
|
Balance at December 31, 2015
|
$
|
14.4
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
3.2
|
|
|
Balance at December 31, 2016
|
$
|
17.6
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(0.3
|
)
|
|
Balance at December 31, 2017
|
$
|
17.3
|
|
•
|
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
2.0%
inflation rate for future costs; and
|
•
|
certain operations and maintenance costs were discounted using a
2.57%
risk-free rate of return.
|
|
Subsidiary Guarantors
|
|
Eliminations
|
||||||||||||
|
As previously reported
|
|
As adjusted
|
|
As previously reported
|
|
As adjusted
|
||||||||
|
(in millions)
|
||||||||||||||
For the year ended December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Equity income (loss) in subsidiaries
|
$
|
(21.8
|
)
|
|
$
|
(340.4
|
)
|
|
$
|
(2,100.9
|
)
|
|
$
|
(1,809.3
|
)
|
Net income (loss) from continuing operations
|
$
|
2,575.4
|
|
|
$
|
2,266.7
|
|
|
$
|
(2,100.9
|
)
|
|
$
|
(1,809.3
|
)
|
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
21.8
|
|
|
$
|
10,457.9
|
|
|
$
|
3,513.7
|
|
|
$
|
(521.9
|
)
|
|
$
|
13,471.5
|
|
Excise taxes
|
—
|
|
|
(1,475.1
|
)
|
|
(993.6
|
)
|
|
—
|
|
|
(2,468.7
|
)
|
|||||
Net sales
|
21.8
|
|
|
8,982.8
|
|
|
2,520.1
|
|
|
(521.9
|
)
|
|
11,002.8
|
|
|||||
Cost of goods sold
|
(2.0
|
)
|
|
(5,028.3
|
)
|
|
(1,673.9
|
)
|
|
487.0
|
|
|
(6,217.2
|
)
|
|||||
Gross profit
|
19.8
|
|
|
3,954.5
|
|
|
846.2
|
|
|
(34.9
|
)
|
|
4,785.6
|
|
|||||
Marketing, general and administrative expenses
|
(284.8
|
)
|
|
(2,164.8
|
)
|
|
(617.7
|
)
|
|
34.9
|
|
|
(3,032.4
|
)
|
|||||
Special items, net
|
(0.8
|
)
|
|
(21.5
|
)
|
|
(5.8
|
)
|
|
—
|
|
|
(28.1
|
)
|
|||||
Equity income (loss) in subsidiaries
|
1,850.4
|
|
|
(285.7
|
)
|
|
193.4
|
|
|
(1,758.1
|
)
|
|
—
|
|
|||||
Operating income (loss)
|
1,584.6
|
|
|
1,482.5
|
|
|
416.1
|
|
|
(1,758.1
|
)
|
|
1,725.1
|
|
|||||
Interest income (expense), net
|
(308.4
|
)
|
|
275.6
|
|
|
(310.5
|
)
|
|
—
|
|
|
(343.3
|
)
|
|||||
Other income (expense), net
|
(8.5
|
)
|
|
178.9
|
|
|
(170.5
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
1,267.7
|
|
|
1,937.0
|
|
|
(64.9
|
)
|
|
(1,758.1
|
)
|
|
1,381.7
|
|
|||||
Income tax benefit (expense)
|
146.5
|
|
|
(86.6
|
)
|
|
(6.7
|
)
|
|
—
|
|
|
53.2
|
|
|||||
Net income (loss) from continuing operations
|
1,414.2
|
|
|
1,850.4
|
|
|
(71.6
|
)
|
|
(1,758.1
|
)
|
|
1,434.9
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||||
Net income (loss) including noncontrolling interests
|
1,414.2
|
|
|
1,850.4
|
|
|
(70.1
|
)
|
|
(1,758.1
|
)
|
|
1,436.4
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(22.2
|
)
|
|
—
|
|
|
(22.2
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
1,414.2
|
|
|
$
|
1,850.4
|
|
|
$
|
(92.3
|
)
|
|
$
|
(1,758.1
|
)
|
|
$
|
1,414.2
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
2,126.0
|
|
|
$
|
2,634.4
|
|
|
$
|
376.8
|
|
|
$
|
(3,011.2
|
)
|
|
$
|
2,126.0
|
|
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
26.5
|
|
|
$
|
3,742.8
|
|
|
$
|
3,044.3
|
|
|
$
|
(216.2
|
)
|
|
$
|
6,597.4
|
|
Excise taxes
|
—
|
|
|
(661.4
|
)
|
|
(1,051.0
|
)
|
|
—
|
|
|
(1,712.4
|
)
|
|||||
Net sales
|
26.5
|
|
|
3,081.4
|
|
|
1,993.3
|
|
|
(216.2
|
)
|
|
4,885.0
|
|
|||||
Cost of goods sold
|
—
|
|
|
(1,827.6
|
)
|
|
(1,345.5
|
)
|
|
185.6
|
|
|
(2,987.5
|
)
|
|||||
Gross profit
|
26.5
|
|
|
1,253.8
|
|
|
647.8
|
|
|
(30.6
|
)
|
|
1,897.5
|
|
|||||
Marketing, general and administrative expenses
|
(249.6
|
)
|
|
(802.4
|
)
|
|
(568.4
|
)
|
|
30.6
|
|
|
(1,589.8
|
)
|
|||||
Special items, net
|
(1.0
|
)
|
|
2,554.8
|
|
|
(31.4
|
)
|
|
—
|
|
|
2,522.4
|
|
|||||
Equity income (loss) in subsidiaries
|
2,268.8
|
|
|
(340.4
|
)
|
|
(119.1
|
)
|
|
(1,809.3
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
500.9
|
|
|
—
|
|
|
—
|
|
|
500.9
|
|
|||||
Operating income (loss)
|
2,044.7
|
|
|
3,166.7
|
|
|
(71.1
|
)
|
|
(1,809.3
|
)
|
|
3,331.0
|
|
|||||
Interest income (expense), net
|
(202.1
|
)
|
|
268.9
|
|
|
(311.2
|
)
|
|
—
|
|
|
(244.4
|
)
|
|||||
Other income (expense), net
|
(62.0
|
)
|
|
(60.9
|
)
|
|
93.2
|
|
|
—
|
|
|
(29.7
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
1,780.6
|
|
|
3,374.7
|
|
|
(289.1
|
)
|
|
(1,809.3
|
)
|
|
3,056.9
|
|
|||||
Income tax benefit (expense)
|
212.4
|
|
|
(1,108.0
|
)
|
|
(159.6
|
)
|
|
—
|
|
|
(1,055.2
|
)
|
|||||
Net income (loss) from continuing operations
|
1,993.0
|
|
|
2,266.7
|
|
|
(448.7
|
)
|
|
(1,809.3
|
)
|
|
2,001.7
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Net income (loss) including noncontrolling interests
|
1,993.0
|
|
|
2,266.7
|
|
|
(451.5
|
)
|
|
(1,809.3
|
)
|
|
1,998.9
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
1,993.0
|
|
|
$
|
2,266.7
|
|
|
$
|
(457.4
|
)
|
|
$
|
(1,809.3
|
)
|
|
$
|
1,993.0
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
2,125.3
|
|
|
$
|
2,362.5
|
|
|
$
|
(705.9
|
)
|
|
$
|
(1,656.6
|
)
|
|
$
|
2,125.3
|
|
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
28.2
|
|
|
$
|
2,070.4
|
|
|
$
|
3,141.3
|
|
|
$
|
(112.5
|
)
|
|
$
|
5,127.4
|
|
Excise taxes
|
—
|
|
|
(473.9
|
)
|
|
(1,086.0
|
)
|
|
—
|
|
|
(1,559.9
|
)
|
|||||
Net sales
|
28.2
|
|
|
1,596.5
|
|
|
2,055.3
|
|
|
(112.5
|
)
|
|
3,567.5
|
|
|||||
Cost of goods sold
|
—
|
|
|
(886.7
|
)
|
|
(1,325.1
|
)
|
|
80.2
|
|
|
(2,131.6
|
)
|
|||||
Gross profit
|
28.2
|
|
|
709.8
|
|
|
730.2
|
|
|
(32.3
|
)
|
|
1,435.9
|
|
|||||
Marketing, general and administrative expenses
|
(131.0
|
)
|
|
(368.8
|
)
|
|
(570.8
|
)
|
|
32.3
|
|
|
(1,038.3
|
)
|
|||||
Special items, net
|
—
|
|
|
(27.2
|
)
|
|
(319.5
|
)
|
|
—
|
|
|
(346.7
|
)
|
|||||
Equity income (loss) in subsidiaries
|
468.5
|
|
|
(459.7
|
)
|
|
272.8
|
|
|
(281.6
|
)
|
|
—
|
|
|||||
Equity income in MillerCoors
|
—
|
|
|
516.3
|
|
|
—
|
|
|
—
|
|
|
516.3
|
|
|||||
Operating income (loss)
|
365.7
|
|
|
370.4
|
|
|
112.7
|
|
|
(281.6
|
)
|
|
567.2
|
|
|||||
Interest income (expense), net
|
(67.5
|
)
|
|
290.1
|
|
|
(334.6
|
)
|
|
—
|
|
|
(112.0
|
)
|
|||||
Other income (expense), net
|
(7.4
|
)
|
|
6.3
|
|
|
2.0
|
|
|
—
|
|
|
0.9
|
|
|||||
Income (loss) from continuing operations before income taxes
|
290.8
|
|
|
666.8
|
|
|
(219.9
|
)
|
|
(281.6
|
)
|
|
456.1
|
|
|||||
Income tax benefit (expense)
|
104.4
|
|
|
(214.5
|
)
|
|
48.6
|
|
|
—
|
|
|
(61.5
|
)
|
|||||
Net income (loss) from continuing operations
|
395.2
|
|
|
452.3
|
|
|
(171.3
|
)
|
|
(281.6
|
)
|
|
394.6
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Net income (loss) including noncontrolling interests
|
395.2
|
|
|
452.3
|
|
|
(167.4
|
)
|
|
(281.6
|
)
|
|
398.5
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
395.2
|
|
|
$
|
452.3
|
|
|
$
|
(170.7
|
)
|
|
$
|
(281.6
|
)
|
|
$
|
395.2
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
(437.0
|
)
|
|
$
|
(320.8
|
)
|
|
$
|
(380.5
|
)
|
|
$
|
701.3
|
|
|
$
|
(437.0
|
)
|
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
6.6
|
|
|
$
|
140.9
|
|
|
$
|
271.1
|
|
|
$
|
—
|
|
|
$
|
418.6
|
|
Accounts receivable, net
|
—
|
|
|
424.8
|
|
|
309.0
|
|
|
—
|
|
|
733.8
|
|
|||||
Other receivables, net
|
90.4
|
|
|
45.2
|
|
|
32.6
|
|
|
—
|
|
|
168.2
|
|
|||||
Inventories, net
|
—
|
|
|
457.7
|
|
|
133.8
|
|
|
—
|
|
|
591.5
|
|
|||||
Other current assets, net
|
9.6
|
|
|
184.8
|
|
|
83.2
|
|
|
—
|
|
|
277.6
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
2,303.2
|
|
|
65.6
|
|
|
(2,368.8
|
)
|
|
—
|
|
|||||
Total current assets
|
106.6
|
|
|
3,556.6
|
|
|
895.3
|
|
|
(2,368.8
|
)
|
|
2,189.7
|
|
|||||
Properties, net
|
16.8
|
|
|
3,509.8
|
|
|
1,147.1
|
|
|
—
|
|
|
4,673.7
|
|
|||||
Goodwill
|
—
|
|
|
6,487.8
|
|
|
1,917.7
|
|
|
—
|
|
|
8,405.5
|
|
|||||
Other intangibles, net
|
8.0
|
|
|
12,183.8
|
|
|
2,104.7
|
|
|
—
|
|
|
14,296.5
|
|
|||||
Net investment in and advances to subsidiaries
|
26,443.9
|
|
|
4,297.4
|
|
|
4,683.1
|
|
|
(35,424.4
|
)
|
|
—
|
|
|||||
Other assets
|
101.7
|
|
|
253.7
|
|
|
387.2
|
|
|
(61.1
|
)
|
|
681.5
|
|
|||||
Total assets
|
$
|
26,677.0
|
|
|
$
|
30,289.1
|
|
|
$
|
11,135.1
|
|
|
$
|
(37,854.3
|
)
|
|
$
|
30,246.9
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
180.4
|
|
|
$
|
1,648.9
|
|
|
$
|
850.3
|
|
|
$
|
—
|
|
|
$
|
2,679.6
|
|
Current portion of long-term debt and short-term borrowings
|
379.0
|
|
|
317.8
|
|
|
18.0
|
|
|
—
|
|
|
714.8
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||||
Intercompany accounts payable
|
2,131.8
|
|
|
102.8
|
|
|
134.2
|
|
|
(2,368.8
|
)
|
|
—
|
|
|||||
Total current liabilities
|
2,691.2
|
|
|
2,069.5
|
|
|
1,007.4
|
|
|
(2,368.8
|
)
|
|
3,399.3
|
|
|||||
Long-term debt
|
9,399.7
|
|
|
1,189.5
|
|
|
9.5
|
|
|
—
|
|
|
10,598.7
|
|
|||||
Pension and postretirement benefits
|
2.9
|
|
|
832.1
|
|
|
13.5
|
|
|
—
|
|
|
848.5
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
864.7
|
|
|
845.0
|
|
|
(61.1
|
)
|
|
1,648.6
|
|
|||||
Other liabilities
|
10.7
|
|
|
200.1
|
|
|
93.6
|
|
|
—
|
|
|
304.4
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||||
Intercompany notes payable
|
1,347.6
|
|
|
227.0
|
|
|
6,370.5
|
|
|
(7,945.1
|
)
|
|
—
|
|
|||||
Total liabilities
|
13,452.1
|
|
|
5,382.9
|
|
|
8,351.9
|
|
|
(10,375.0
|
)
|
|
16,811.9
|
|
|||||
MCBC stockholders' equity
|
13,226.1
|
|
|
31,275.5
|
|
|
4,148.9
|
|
|
(35,424.4
|
)
|
|
13,226.1
|
|
|||||
Intercompany notes receivable
|
(1.2
|
)
|
|
(6,369.3
|
)
|
|
(1,574.6
|
)
|
|
7,945.1
|
|
|
—
|
|
|||||
Total stockholders' equity
|
13,224.9
|
|
|
24,906.2
|
|
|
2,574.3
|
|
|
(27,479.3
|
)
|
|
13,226.1
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
208.9
|
|
|
—
|
|
|
208.9
|
|
|||||
Total equity
|
13,224.9
|
|
|
24,906.2
|
|
|
2,783.2
|
|
|
(27,479.3
|
)
|
|
13,435.0
|
|
|||||
Total liabilities and equity
|
$
|
26,677.0
|
|
|
$
|
30,289.1
|
|
|
$
|
11,135.1
|
|
|
$
|
(37,854.3
|
)
|
|
$
|
30,246.9
|
|
|
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
|
$
|
792.5
|
|
|
$
|
1,474.7
|
|
|
$
|
818.5
|
|
|
$
|
(1,219.4
|
)
|
|
$
|
1,866.3
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(12.1
|
)
|
|
(428.6
|
)
|
|
(158.9
|
)
|
|
—
|
|
|
(599.6
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
4.4
|
|
|
56.1
|
|
|
—
|
|
|
60.5
|
|
|||||
Other
|
—
|
|
|
0.4
|
|
|
0.5
|
|
|
—
|
|
|
0.9
|
|
|||||
Net intercompany investing activity
|
72.1
|
|
|
21.1
|
|
|
(254.4
|
)
|
|
161.2
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
60.0
|
|
|
(402.7
|
)
|
|
(356.7
|
)
|
|
161.2
|
|
|
(538.2
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||
Dividends paid
|
(324.0
|
)
|
|
(809.5
|
)
|
|
(439.3
|
)
|
|
1,219.4
|
|
|
(353.4
|
)
|
|||||
Payments on debt and borrowings
|
(2,600.0
|
)
|
|
(398.4
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(3,000.1
|
)
|
|||||
Proceeds on debt and borrowings
|
1,536.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,536.0
|
|
|||||
Debt issuance costs
|
(7.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
378.5
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
374.3
|
|
|||||
Change in overdraft balances and other
|
(12.9
|
)
|
|
(11.1
|
)
|
|
(26.2
|
)
|
|
—
|
|
|
(50.2
|
)
|
|||||
Net intercompany financing activity
|
32.2
|
|
|
149.1
|
|
|
(20.1
|
)
|
|
(161.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(993.2
|
)
|
|
(1,069.9
|
)
|
|
(491.5
|
)
|
|
1,058.2
|
|
|
(1,496.4
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(140.7
|
)
|
|
2.1
|
|
|
(29.7
|
)
|
|
—
|
|
|
(168.3
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(2.7
|
)
|
|
28.7
|
|
|
—
|
|
|
26.0
|
|
|||||
Balance at beginning of year
|
147.3
|
|
|
141.5
|
|
|
272.1
|
|
|
—
|
|
|
560.9
|
|
|||||
Balance at end of period
|
$
|
6.6
|
|
|
$
|
140.9
|
|
|
$
|
271.1
|
|
|
$
|
—
|
|
|
$
|
418.6
|
|
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
666.6
|
|
|
$
|
579.4
|
|
|
$
|
245.3
|
|
|
$
|
(364.4
|
)
|
|
$
|
1,126.9
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(14.3
|
)
|
|
(164.1
|
)
|
|
(163.4
|
)
|
|
—
|
|
|
(341.8
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
159.0
|
|
|
15.5
|
|
|
—
|
|
|
174.5
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(11,972.6
|
)
|
|
11.6
|
|
|
—
|
|
|
(11,961.0
|
)
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,253.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,253.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,086.9
|
|
|
—
|
|
|
—
|
|
|
1,086.9
|
|
|||||
Other
|
—
|
|
|
1.9
|
|
|
6.6
|
|
|
—
|
|
|
8.5
|
|
|||||
Net intercompany investing activity
|
(11,260.0
|
)
|
|
(1,429.1
|
)
|
|
(1,425.7
|
)
|
|
14,114.8
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(11,274.3
|
)
|
|
(13,571.7
|
)
|
|
(1,555.4
|
)
|
|
14,114.8
|
|
|
(12,286.6
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock, net
|
2,525.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,525.6
|
|
|||||
Exercise of stock options under equity compensation plans
|
11.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|||||
Dividends paid
|
(322.2
|
)
|
|
(355.7
|
)
|
|
(39.4
|
)
|
|
364.4
|
|
|
(352.9
|
)
|
|||||
Payments on debt and borrowings
|
(200.0
|
)
|
|
(0.2
|
)
|
|
(23.7
|
)
|
|
—
|
|
|
(223.9
|
)
|
|||||
Proceeds on debt and borrowings
|
8,667.6
|
|
|
768.8
|
|
|
24.2
|
|
|
—
|
|
|
9,460.6
|
|
|||||
Debt issuance costs
|
(56.2
|
)
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(60.7
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Change in overdraft balances and other
|
(17.4
|
)
|
|
—
|
|
|
(23.5
|
)
|
|
—
|
|
|
(40.9
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
12,624.9
|
|
|
1,489.9
|
|
|
(14,114.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
10,608.6
|
|
|
13,033.3
|
|
|
1,426.4
|
|
|
(13,750.4
|
)
|
|
11,317.9
|
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
0.9
|
|
|
41.0
|
|
|
116.3
|
|
|
—
|
|
|
158.2
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(5.7
|
)
|
|
(22.5
|
)
|
|
—
|
|
|
(28.2
|
)
|
|||||
Balance at beginning of year
|
146.4
|
|
|
106.2
|
|
|
178.3
|
|
|
—
|
|
|
430.9
|
|
|||||
Balance at end of period
|
$
|
147.3
|
|
|
$
|
141.5
|
|
|
$
|
272.1
|
|
|
$
|
—
|
|
|
$
|
560.9
|
|
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
598.1
|
|
|
$
|
691.8
|
|
|
$
|
(220.4
|
)
|
|
$
|
(353.6
|
)
|
|
$
|
715.9
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(13.9
|
)
|
|
(70.2
|
)
|
|
(190.9
|
)
|
|
—
|
|
|
(275.0
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
0.7
|
|
|
11.1
|
|
|
—
|
|
|
11.8
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(91.2
|
)
|
|
—
|
|
|
(91.2
|
)
|
|||||
Investment in MillerCoors
|
—
|
|
|
(1,442.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,442.7
|
)
|
|||||
Return of capital from MillerCoors
|
—
|
|
|
1,441.1
|
|
|
—
|
|
|
—
|
|
|
1,441.1
|
|
|||||
Other
|
33.4
|
|
|
(10.7
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
21.3
|
|
|||||
Net intercompany investing activity
|
(56.3
|
)
|
|
(134.2
|
)
|
|
270.7
|
|
|
(80.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(36.8
|
)
|
|
(216.0
|
)
|
|
(1.7
|
)
|
|
(80.2
|
)
|
|
(334.7
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
34.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.6
|
|
|||||
Dividends paid
|
(271.7
|
)
|
|
(306.5
|
)
|
|
(78.8
|
)
|
|
353.6
|
|
|
(303.4
|
)
|
|||||
Payments for purchase of treasury stock
|
(150.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150.1
|
)
|
|||||
Payments on debt and borrowings
|
—
|
|
|
(676.4
|
)
|
|
(25.0
|
)
|
|
—
|
|
|
(701.4
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
679.9
|
|
|
23.4
|
|
|
—
|
|
|
703.3
|
|
|||||
Debt issuance costs
|
(58.3
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(61.8
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Change in overdraft balances and other
|
(10.3
|
)
|
|
(0.5
|
)
|
|
(45.8
|
)
|
|
—
|
|
|
(56.6
|
)
|
|||||
Net intercompany financing activity
|
—
|
|
|
(214.4
|
)
|
|
134.2
|
|
|
80.2
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(455.8
|
)
|
|
(521.4
|
)
|
|
11.9
|
|
|
433.8
|
|
|
(531.5
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
105.5
|
|
|
(45.6
|
)
|
|
(210.2
|
)
|
|
—
|
|
|
(150.3
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(21.4
|
)
|
|
(22.0
|
)
|
|
—
|
|
|
(43.4
|
)
|
|||||
Balance at beginning of year
|
40.9
|
|
|
173.2
|
|
|
410.5
|
|
|
—
|
|
|
624.6
|
|
|||||
Balance at end of period
|
$
|
146.4
|
|
|
$
|
106.2
|
|
|
$
|
178.3
|
|
|
$
|
—
|
|
|
$
|
430.9
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
(1)
|
||||||||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||
Sales
|
$
|
2,913.8
|
|
|
$
|
950.8
|
|
|
$
|
3,793.1
|
|
|
$
|
1,407.0
|
|
|
$
|
3,552.9
|
|
|
$
|
1,337.7
|
|
|
$
|
3,211.7
|
|
|
$
|
2,901.9
|
|
Excise taxes
|
(465.1
|
)
|
|
(293.6
|
)
|
|
(701.8
|
)
|
|
(420.8
|
)
|
|
(669.7
|
)
|
|
(390.1
|
)
|
|
(632.1
|
)
|
|
(607.9
|
)
|
||||||||
Net sales
|
2,448.7
|
|
|
657.2
|
|
|
3,091.3
|
|
|
986.2
|
|
|
2,883.2
|
|
|
947.6
|
|
|
2,579.6
|
|
|
2,294.0
|
|
||||||||
Cost of goods sold
|
(1,367.7
|
)
|
|
(410.1
|
)
|
|
(1,750.7
|
)
|
|
(558.1
|
)
|
|
(1,584.1
|
)
|
|
(537.4
|
)
|
|
(1,514.7
|
)
|
|
(1,481.9
|
)
|
||||||||
Gross profit
|
$
|
1,081.0
|
|
|
$
|
247.1
|
|
|
$
|
1,340.6
|
|
|
$
|
428.1
|
|
|
$
|
1,299.1
|
|
|
$
|
410.2
|
|
|
$
|
1,064.9
|
|
|
$
|
812.1
|
|
Amounts attributable to Molson Coors Brewing Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) from continuing operations
|
$
|
209.1
|
|
|
$
|
168.6
|
|
|
$
|
328.3
|
|
|
$
|
179.7
|
|
|
$
|
287.2
|
|
|
$
|
207.7
|
|
|
$
|
588.1
|
|
|
$
|
1,439.8
|
|
Income (loss) from discontinued operations, net of tax
|
(0.6
|
)
|
|
(0.5
|
)
|
|
1.6
|
|
|
(1.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
0.7
|
|
|
(0.5
|
)
|
||||||||
Net income (loss) attributable to Molson Coors Brewing Company
|
$
|
208.5
|
|
|
$
|
168.1
|
|
|
$
|
329.9
|
|
|
$
|
177.9
|
|
|
$
|
287.0
|
|
|
$
|
207.7
|
|
|
$
|
588.8
|
|
|
$
|
1,439.3
|
|
Basic net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
From continuing operations
|
$
|
0.97
|
|
|
$
|
0.83
|
|
|
$
|
1.52
|
|
|
$
|
0.84
|
|
|
$
|
1.33
|
|
|
$
|
0.97
|
|
|
$
|
2.73
|
|
|
$
|
6.70
|
|
From discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Basic net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.97
|
|
|
$
|
0.83
|
|
|
$
|
1.53
|
|
|
$
|
0.83
|
|
|
$
|
1.33
|
|
|
$
|
0.97
|
|
|
$
|
2.73
|
|
|
$
|
6.70
|
|
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
From continuing operations
|
$
|
0.97
|
|
|
$
|
0.82
|
|
|
$
|
1.52
|
|
|
$
|
0.83
|
|
|
$
|
1.33
|
|
|
$
|
0.96
|
|
|
$
|
2.72
|
|
|
$
|
6.65
|
|
From discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Diluted net income (loss) attributable to Molson Coors Brewing Company per share
|
$
|
0.96
|
|
|
$
|
0.82
|
|
|
$
|
1.52
|
|
|
$
|
0.82
|
|
|
$
|
1.33
|
|
|
$
|
0.96
|
|
|
$
|
2.72
|
|
|
$
|
6.65
|
|
(1)
|
Prior to
October 11, 2016
, MCBC's 42% share of MillerCoors' results of operations was reported as equity income in MillerCoors in the consolidated statements of operations. As a result of the Acquisition, beginning
October 11, 2016
, MillerCoors' results of operations were consolidated into MCBC's consolidated financial statements.
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||||||||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
Under Prior Method
|
|
As Adjusted
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Foreign currency translation adjustments, net of tax
|
$
|
81.6
|
|
|
$
|
81.6
|
|
|
$
|
310.5
|
|
|
$
|
310.9
|
|
|
$
|
214.9
|
|
|
$
|
215.2
|
|
|
$
|
79.7
|
|
|
$
|
79.0
|
|
Pension and other postretirement benefit adjustments, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161.2
|
|
|
$
|
145.7
|
|
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income, net of tax
|
$
|
1.6
|
|
|
$
|
(1.0
|
)
|
|
$
|
6.7
|
|
|
$
|
4.7
|
|
|
$
|
6.7
|
|
|
$
|
4.6
|
|
|
$
|
2.3
|
|
|
$
|
(4.7
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Nine Months Ended
|
|
Twelve Months Ended
|
||||||||||||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||||||||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
Under Prior Method
|
|
As Adjusted
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income (loss) including noncontrolling interests
|
$
|
207.8
|
|
|
$
|
215.0
|
|
|
$
|
536.2
|
|
|
$
|
550.0
|
|
|
$
|
822.3
|
|
|
$
|
843.1
|
|
|
$
|
1,407.2
|
|
|
$
|
1,436.4
|
|
Income tax (benefit) expense
|
$
|
64.6
|
|
|
$
|
65.9
|
|
|
$
|
187.6
|
|
|
$
|
191.1
|
|
|
$
|
332.9
|
|
|
$
|
338.5
|
|
|
$
|
(59.5
|
)
|
|
$
|
(53.2
|
)
|
Pension expense (benefit)
|
$
|
(7.8
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(31.4
|
)
|
|
$
|
(20.5
|
)
|
|
$
|
(46.9
|
)
|
|
$
|
(32.3
|
)
|
|
$
|
(67.8
|
)
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||||||||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Cost of goods sold
|
$
|
(414.0
|
)
|
|
$
|
(410.1
|
)
|
|
$
|
(562.2
|
)
|
|
$
|
(558.1
|
)
|
|
$
|
(541.3
|
)
|
|
$
|
(537.4
|
)
|
|
$
|
(1,485.6
|
)
|
|
$
|
(1,481.9
|
)
|
Marketing, general and administrative expenses
|
$
|
(250.9
|
)
|
|
$
|
(249.0
|
)
|
|
$
|
(313.6
|
)
|
|
$
|
(311.6
|
)
|
|
$
|
(278.9
|
)
|
|
$
|
(277.1
|
)
|
|
$
|
(753.9
|
)
|
|
$
|
(752.1
|
)
|
Special items, net
|
$
|
108.6
|
|
|
$
|
108.6
|
|
|
$
|
(34.5
|
)
|
|
$
|
(34.5
|
)
|
|
$
|
4.9
|
|
|
$
|
4.9
|
|
|
$
|
2,444.9
|
|
|
$
|
2,443.4
|
|
Income tax benefit (expense)
|
$
|
(16.7
|
)
|
|
$
|
(17.1
|
)
|
|
$
|
(21.2
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
(20.1
|
)
|
|
$
|
(993.2
|
)
|
|
$
|
(996.3
|
)
|
Net income (loss) from continuing operations attributable to MCBC
|
$
|
163.2
|
|
|
$
|
168.6
|
|
|
$
|
174.1
|
|
|
$
|
179.7
|
|
|
$
|
202.5
|
|
|
$
|
207.7
|
|
|
$
|
1,438.9
|
|
|
$
|
1,439.8
|
|
Net income (loss) attributable to MCBC
|
$
|
162.7
|
|
|
$
|
168.1
|
|
|
$
|
172.3
|
|
|
$
|
177.9
|
|
|
$
|
202.5
|
|
|
$
|
207.7
|
|
|
$
|
1,438.4
|
|
|
$
|
1,439.3
|
|
Basic net income (loss) from continuing operations attributable to MCBC per share
|
$
|
0.80
|
|
|
$
|
0.83
|
|
|
$
|
0.81
|
|
|
$
|
0.84
|
|
|
$
|
0.94
|
|
|
$
|
0.97
|
|
|
$
|
6.70
|
|
|
$
|
6.70
|
|
Basic net income (loss) attributable to MCBC per share
|
$
|
0.80
|
|
|
$
|
0.83
|
|
|
$
|
0.80
|
|
|
$
|
0.83
|
|
|
$
|
0.94
|
|
|
$
|
0.97
|
|
|
$
|
6.70
|
|
|
$
|
6.70
|
|
Diluted net income (loss) from continuing operations attributable to MCBC per share
|
$
|
0.80
|
|
|
$
|
0.82
|
|
|
$
|
0.81
|
|
|
$
|
0.83
|
|
|
$
|
0.94
|
|
|
$
|
0.96
|
|
|
$
|
6.65
|
|
|
$
|
6.65
|
|
Diluted net income (loss) attributable to MCBC per share
|
$
|
0.80
|
|
|
$
|
0.82
|
|
|
$
|
0.80
|
|
|
$
|
0.82
|
|
|
$
|
0.94
|
|
|
$
|
0.96
|
|
|
$
|
6.65
|
|
|
$
|
6.65
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||||||||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Foreign currency translation adjustments
|
$
|
266.9
|
|
|
$
|
266.9
|
|
|
$
|
(153.2
|
)
|
|
$
|
(153.5
|
)
|
|
$
|
(57.8
|
)
|
|
$
|
(57.8
|
)
|
|
$
|
(290.3
|
)
|
|
$
|
(290.0
|
)
|
Pension and other postretirement benefit adjustments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62.3
|
|
|
$
|
53.8
|
|
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income
|
$
|
7.0
|
|
|
$
|
4.3
|
|
|
$
|
7.0
|
|
|
$
|
4.3
|
|
|
$
|
6.9
|
|
|
$
|
4.2
|
|
|
$
|
10.5
|
|
|
$
|
10.0
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Nine Months Ended
|
|
Twelve Months Ended
|
||||||||||||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||||||||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income (loss) including noncontrolling interests
|
$
|
163.5
|
|
|
$
|
168.9
|
|
|
$
|
337.4
|
|
|
$
|
348.4
|
|
|
$
|
541.2
|
|
|
$
|
557.4
|
|
|
$
|
1,981.8
|
|
|
$
|
1,998.9
|
|
Income tax (benefit) expense
|
$
|
16.7
|
|
|
$
|
17.1
|
|
|
$
|
37.9
|
|
|
$
|
38.8
|
|
|
$
|
57.5
|
|
|
$
|
58.9
|
|
|
$
|
1,050.7
|
|
|
$
|
1,055.2
|
|
Pension expense (benefit)
|
$
|
2.0
|
|
|
$
|
(3.8
|
)
|
|
$
|
4.0
|
|
|
$
|
(7.9
|
)
|
|
$
|
6.4
|
|
|
$
|
(11.2
|
)
|
|
$
|
10.0
|
|
|
$
|
(11.6
|
)
|
|
A
|
|
B
|
|
C
|
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)
|
Equity compensation plans approved by security holders
(1)
|
3,086,458
|
|
$63.60
|
|
4,310,746
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
|
—
|
Total
|
3,086,458
|
|
$63.60
|
|
4,310,746
|
(1)
|
Under the Incentive Compensation Plan, we may issue RSUs, DSUs, PSUs and stock options. Amount in column A includes
1,183,858
RSUs and DSUs,
393,368
PSUs (assuming the target award is met) and
1,509,232
options, respectively, outstanding as of
December 31, 2017
. See Part II—Item 8 Financial Statements and Supplementary Data,
Note 14, "Share-Based Payments"
of the Notes to the Consolidated Financial Statements for further discussion. Outstanding RSUs, DSUs and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits
|
(1)
|
Management's Report
|
(2)
|
Schedule II—Valuation and Qualifying Accounts for the years ended
December 31, 2017
,
December 31, 2016
, and
December 31, 2015
|
(3)
|
Exhibit list
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
2.1.1
|
|
|
|
8-K
|
|
2.1
|
|
November 12, 2015
|
|
|
|
2.1.2
|
|
|
|
10-Q
|
|
2.1
|
|
May 3, 2016
|
|
|
|
2.1.3
|
|
|
|
8-K
|
|
2.1
|
|
October 4, 2016
|
|
|
|
3.1.1
|
|
|
|
Schedule 14A
|
|
Annex G
|
|
December 10, 2004
|
|
|
|
3.1.2
|
|
|
|
10-Q
|
|
3.1
|
|
August 6, 2013
|
|
|
|
3.2
|
|
|
|
10-Q
|
|
3.1
|
|
August 4, 2009
|
|
|
|
4.1.1
|
|
|
|
8-K
|
|
4.1
|
|
May 3, 2012
|
|
|
|
4.1.2
|
|
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.1.3
|
|
|
|
10-Q
|
|
4.8
|
|
August 8, 2012
|
|
|
|
4.1.4
|
|
|
|
8-K
|
|
4.3
|
|
June 28, 2016
|
|
|
|
4.1.5
|
|
|
|
|
10-Q
|
|
4.9
|
|
November 1, 2016
|
|
|
4.1.6
|
|
|
|
|
10-Q
|
|
4.10
|
|
November 1, 2016
|
|
|
4.1.7
|
|
|
|
10-K
|
|
4.2.7
|
|
February 14, 2017
|
|
|
|
4.1.8
|
|
|
|
|
|
|
|
|
|
|
X
|
4.2
|
|
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
|
4.3
|
|
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
|
4.4
|
|
|
|
8-K
|
|
99.2
|
|
February 15, 2005
|
|
|
|
4.5.1
|
|
|
|
8-K
|
|
4.1
|
|
September 18, 2015
|
|
|
|
4.5.2
|
|
|
|
8-K
|
|
4.2
|
|
September 18, 2015
|
|
|
|
4.5.3
|
|
|
|
8-K
|
|
4.3
|
|
September 18, 2015
|
|
|
|
4.5.4
|
|
|
|
8-K
|
|
4.2
|
|
June 28, 2016
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.5.5
|
|
|
|
10-Q
|
|
4.3
|
|
November 1, 2016
|
|
|
|
4.5.6
|
|
|
|
|
10-Q
|
|
4.4
|
|
November 1, 2016
|
|
|
4.5.7
|
|
|
|
10-K
|
|
4.4.7
|
|
February 14, 2017
|
|
|
|
4.5.8
|
|
|
|
|
|
|
|
|
|
X
|
|
4.6
|
|
|
|
8-K
|
|
4.2
|
|
September 18, 2015
|
|
|
|
4.7
|
|
|
|
8-K
|
|
4.3
|
|
September 18, 2015
|
|
|
|
4.8.1
|
|
|
|
8-K
|
|
4.1
|
|
July 7, 2016
|
|
|
|
4.8.2
|
|
|
|
8-K
|
|
4.2
|
|
July 7, 2016
|
|
|
|
4.8.3
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.8.4
|
|
|
|
|
10-Q
|
|
4.14
|
|
November 1, 2016
|
|
|
4.8.5
|
|
|
|
|
10-Q
|
|
4.15
|
|
November 1, 2016
|
|
|
4.8.6
|
|
|
|
10-K
|
|
4.5.6
|
|
February 14, 2017
|
|
|
|
4.8.7
|
|
|
|
|
|
|
|
|
|
X
|
|
4.9
|
|
|
|
8-K
|
|
4.2
|
|
July 7, 2016
|
|
|
|
4.10
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.11
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.12
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.13
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.14.1
|
|
|
|
8-K
|
|
4.9
|
|
July 7, 2016
|
|
|
|
4.14.2
|
|
|
|
8-K
|
|
4.10
|
|
July 7, 2016
|
|
|
|
4.14.3
|
|
|
|
|
10-Q
|
|
4.7
|
|
November 1, 2016
|
|
|
4.14.4
|
|
|
|
|
10-Q
|
|
4.8
|
|
November 1, 2016
|
|
|
4.14.5
|
|
|
|
10-K
|
|
4.11.5
|
|
February 14, 2017
|
|
|
|
4.14.6
|
|
|
|
|
|
|
|
|
|
X
|
|
4.15
|
|
|
|
8-K
|
|
4.10
|
|
July 7, 2016
|
|
|
|
4.16
|
|
|
|
8-K
|
|
4.10
|
|
July 7, 2016
|
|
|
|
4.17.1
|
|
|
|
8-K
|
|
4.1
|
|
March 15, 2017
|
|
|
|
4.17.2
|
|
|
|
|
|
|
|
|
|
X
|
|
4.18.1
|
|
|
|
8-K
|
|
4.4
|
|
March 15, 2017
|
|
|
|
4.18.2
|
|
|
|
|
|
|
|
|
|
X
|
|
4.19
|
|
|
|
8-K
|
|
4.6
|
|
March 15, 2017
|
|
|
|
4.20
|
|
|
|
8-K
|
|
4.1
|
|
March 15, 2017
|
|
|
|
4.21
|
|
|
|
|
8-K
|
|
4.1
|
|
March 15, 2017
|
|
|
4.22
|
|
|
|
|
8-K
|
|
4.4
|
|
March 15, 2017
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.1
|
*
|
|
|
10-Q
|
|
10.7
|
|
August 8, 2012
|
|
|
|
10.2.1
|
*
|
|
|
10-Q
|
|
10.1
|
|
August 6, 2015
|
|
|
|
10.2.2
|
*
|
|
|
|
10-K
|
|
10.2.2
|
|
February 14, 2017
|
|
|
10.2.3
|
*
|
|
|
|
10-K
|
|
10.2.3
|
|
February 14, 2017
|
|
|
10.2.4
|
*
|
|
|
|
10-K
|
|
10.2.4
|
|
February 14, 2017
|
|
|
10.2.5
|
*
|
|
|
10-Q
|
|
10.6
|
|
November 7, 2008
|
|
|
|
10.2.6
|
*
|
|
|
10-K
|
|
10.7.8
|
|
February 12, 2015
|
|
|
|
10.3
|
*
|
|
|
10-Q
|
|
10.7
|
|
May 11, 2005
|
|
|
|
10.4
|
*
|
|
|
10-Q
|
|
10.8
|
|
August 8, 2012
|
|
|
|
10.5
|
*
|
|
|
10-K
|
|
10.23
|
|
February 14, 2014
|
|
|
|
10.6
|
*
|
|
|
8-K
|
|
10.1
|
|
October 4, 2016
|
|
|
|
10.7
|
*
|
|
|
|
10-Q
|
|
10.1
|
|
May 3, 2017
|
|
|
10.8.1
|
|
|
|
8-K
|
|
10.1
|
|
July 13, 2017
|
|
|
|
10.8.2
|
|
|
|
8-K
|
|
10.2
|
|
July 13, 2017
|
|
|
|
10.8.3
|
|
|
|
|
|
|
|
|
|
X
|
|
10.9
|
|
|
|
8-K
|
|
10.3
|
|
July 13, 2017
|
|
|
|
10.10
|
*
|
|
|
8-K
|
|
10.1
|
|
November 18, 2014
|
|
|
|
10.11
|
|
|
|
10-K
|
|
10.44
|
|
February 14, 2014
|
|
|
|
10.12
|
*
|
|
|
10-Q
|
|
10.1
|
|
May 7, 2015
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.13
|
*
|
|
|
8-K
|
|
10.1
|
|
November 25, 2016
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
X
|
|
21
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
X
|
|
32
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
**
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
(b)
|
Exhibits
|
(c)
|
Other Financial Statement Schedules
|
|
Balance at
beginning
of year
|
|
Additions
charged to
costs and
expenses
|
|
Deductions
(1)
|
|
Foreign
exchange
impact
|
|
Balance at
end of year
|
||||||||||
Allowance for doubtful accounts—trade accounts receivable
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
$
|
10.7
|
|
|
$
|
7.2
|
|
|
$
|
(2.0
|
)
|
|
$
|
1.3
|
|
|
$
|
17.2
|
|
December 31, 2016
|
$
|
8.7
|
|
|
$
|
4.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
10.7
|
|
December 31, 2015
|
$
|
11.5
|
|
|
$
|
2.2
|
|
|
$
|
(4.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
8.7
|
|
Allowance for obsolete supplies and inventory
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
$
|
8.8
|
|
|
$
|
20.6
|
|
|
$
|
(14.5
|
)
|
|
$
|
0.6
|
|
|
$
|
15.5
|
|
December 31, 2016
|
$
|
8.5
|
|
|
$
|
4.4
|
|
|
$
|
(3.7
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
8.8
|
|
December 31, 2015
|
$
|
8.0
|
|
|
$
|
4.1
|
|
|
$
|
(2.6
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
8.5
|
|
Deferred tax valuation account
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
$
|
901.7
|
|
|
$
|
67.8
|
|
|
$
|
(21.1
|
)
|
|
$
|
129.3
|
|
|
$
|
1,077.7
|
|
December 31, 2016
|
$
|
824.9
|
|
|
$
|
161.3
|
|
|
$
|
(53.6
|
)
|
|
$
|
(30.9
|
)
|
|
$
|
901.7
|
|
December 31, 2015
|
$
|
105.4
|
|
|
$
|
737.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
(10.0
|
)
|
|
$
|
824.9
|
|
(1)
|
Amounts related to write-offs of uncollectible accounts, claims or obsolete inventories and supplies. Amounts related to the deferred tax asset valuation allowance are primarily due to the utilization of capital loss and operating loss carryforwards and re-evaluations of deferred tax assets.
|
|
|
|
|
|
By
|
|
/s/ MARK R. HUNTER
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
Mark R. Hunter
|
|
By
|
|
/s/ MARK R. HUNTER
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
Mark R. Hunter
|
|
|
By
|
|
/s/ TRACEY I. JOUBERT
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
Tracey I. Joubert
|
|
|
By
|
|
/s/ BRIAN C. TABOLT
|
|
Vice President and Controller
(Chief Accounting Officer) |
|
|
Brian C. Tabolt
|
|
|
By
|
|
/s/ PETER H. COORS
|
|
Chairman
|
|
|
Peter H. Coors
|
|
|
By
|
|
/s/ GEOFFREY E. MOLSON
|
|
Vice Chairman
|
|
|
Geoffrey E. Molson
|
|
|
By
|
|
/s/ PETER J. COORS
|
|
Director
|
|
|
Peter J. Coors
|
|
|
By
|
|
/s/ BETTY K. DEVITA
|
|
Director
|
|
|
Betty K. DeVita
|
|
|
By
|
|
/s/ ROGER G. EATON
|
|
Director
|
|
|
Roger G. Eaton
|
|
|
By
|
|
/s/ MARY LYNN FERGUSON-MCHUGH
|
|
Director
|
|
|
Mary Lynn Ferguson-McHugh
|
|
|
By
|
|
/s/ CHARLES M. HERINGTON
|
|
Director
|
|
|
Charles M. Herington
|
|
|
By
|
|
/s/ FRANKLIN W. HOBBS
|
|
Director
|
|
|
Franklin W. Hobbs
|
|
|
By
|
|
/s/ ANDREW T. MOLSON
|
|
Director
|
|
|
Andrew T. Molson
|
|
|
By
|
|
/s/ IAIN J. G. NAPIER
|
|
Director
|
|
|
Iain J. G. Napier
|
|
|
By
|
|
/s/ DOUGLAS D. TOUGH
|
|
Director
|
|
|
Douglas D. Tough
|
|
|
By
|
|
/s/ LOUIS VACHON
|
|
Director
|
|
|
Louis Vachon
|
|
|
|
MOLSON COORS BREWING COMPANY
By:
/s/ E. Lee Reichert
Name: E. Lee Reichert
Title: Deputy Chief Legal Officer and Secretary
|
GUARANTOR:
|
MILLERCOORS USA LLC
By:
/s/ E. Lee Reichert
Name: E. Lee Reichert
Title: Assistant Secretary
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
by DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
/s/ Irina Golovashchuk
Name: Irina Golovashchuk
Title: Vice President
By:
/s/ Debra A. Schwalb
Name: Debra A. Schwalb
Title: Vice President
|
|
|
|
|
By:
|
MOLSON COORS INTERNATIONAL GENERAL, ULC, Its General Partner
|
||
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Assistant Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Deputy Chief Legal Officer and Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Assistant Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Assistant Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Assistant Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Assistant Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Assistant Secretary
|
By:
|
/s/ E. Lee Reichert
|
||
|
Name:
|
E. Lee Reichert
|
|
|
Title:
|
Assistant Secretary
|
By:
|
/s/ Lisa M. Kudo
|
||
|
Name:
|
Lisa M. Kudo
|
|
|
Title:
|
Corporate Trust Officer
|
|
By:
|
/s/ Fiona Koch
|
||
|
Name:
|
Fiona Koch
|
|
|
Title:
|
Corporate Trust Officer
|
|
MOLSON COORS BREWING COMPANY
By:
/s/ E. Lee Reichert
Name: E. Lee Reichert
Title: Deputy Chief Legal Officer and Secretary
|
GUARANTOR:
|
MILLERCOORS USA LLC
By:
/s/ E. Lee Reichert
Name: E. Lee Reichert
Title: Assistant Secretary
|
|
|
|
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
by DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
/s/ Irina Golovashchuk
Name: Irina Golovashchuk
Title: Vice President
By:
/s/ Debra A. Schwalb
Name: Debra A. Schwalb
Title: Vice President
|
|
MOLSON COORS INTERNATIONAL LP
By:
MOLSON COORS INTERNATIONAL
GENERAL, ULC, Its General Partner
By:
/s/ E. Lee Reichert
Name: E. Lee Reichert
Title: Assistant Secretary
|
GUARANTOR:
|
MILLERCOORS USA LLC
By:
/s/ E. Lee Reichert
Name: E. Lee Reichert
Title: Assistant Secretary
|
|
|
|
COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
By:
/s/ Lisa M. Kudo
Name: Lisa M. Kudo
Title: Corporate Trust Officer
By:
/s/ Fiona Koch
Name: Fiona Koch
Title: Corporate Trust Officer
|
MOLSON COORS BREWING COMPANY, as Issuer
|
|
By:
|
/s/ E. Lee Reichert
|
|
Name: E. Lee Reichert
|
|
Title: Deputy Chief Legal Officer and Secretary
|
MILLERCOORS USA LLC, as a Guarantor
|
|
By:
|
/s/ E. Lee Reichert
|
|
Name: E. Lee Reichert
|
|
Title: Assistant Secretary
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
|
By:
|
/s/ Karen Yu
|
|
Name: Karen Yu
|
|
Title: Vice President
|
MOLSON COORS BREWING COMPANY, as Issuer
|
|
By:
|
/s/ E. Lee Reichert
|
|
Name: E. Lee Reichert
|
|
Title: Deputy Chief Legal Officer and Secretary
|
MILLERCOORS USA LLC, as a Guarantor
|
|
By:
|
/s/ E. Lee Reichert
|
|
Name: E. Lee Reichert
|
|
Title: Assistant Secretary
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
|
By:
|
/s/ Karen Yu
|
|
Name: Karen Yu
|
|
Title: Vice President
|
|
|
|
|
MILLERCOORS USA LLC
|
By:
/s/ E. Lee Reichert
|
Name: E. Lee Reichert
|
Title: Assistant Secretary
|
CITIBANK, N.A., as Administrative Agent
|
By:
/s/ Carolyn Kee
|
Name: Carolyn Kee
|
Title: Vice President
|
Name
|
|
State/province/country of organization
or incorporation
|
|
||||||||||||||
Coors Brewing Company d/b/a Molson Coors International
|
|
Colorado
|
|
||||||||||||||
CBC Holdco 2 LLC
|
|
Colorado
|
|
||||||||||||||
CBC Holdco LLC
|
|
Colorado
|
|
||||||||||||||
Newco3, Inc.
|
|
Colorado
|
|
||||||||||||||
CBC Holdco 3, Inc.
|
|
Colorado
|
|
||||||||||||||
Coors International Holdco 2, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors International General, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Canada 3 ULC
|
|
British Columbia
|
|
||||||||||||||
Molson Coors International LP
|
|
Delaware
|
|
||||||||||||||
Molson Coors Callco ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors Canada Holdco, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors Canada Inc.
|
|
Canada
|
|
||||||||||||||
Molson Canada 1 ULC
|
|
British Columbia
|
|
||||||||||||||
Molson Canada 2 ULC
|
|
British Columbia
|
|
||||||||||||||
Molson Holdco, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Inc.
|
|
Canada
|
|
||||||||||||||
MC Alberta LP f/k/a MC UK Holdings LP
|
|
Alberta
|
|
||||||||||||||
Molson Canada Company
|
|
Nova Scotia
|
|
||||||||||||||
Molson Canada 2005
|
|
Ontario
|
|
||||||||||||||
3230600 Nova Scotia Company
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors (UK) Holdings LLP
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Cayman 2 Company
|
|
Cayman Islands
|
|
||||||||||||||
Golden Acquisition
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Holdings Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Brewing Company (UK) Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Holdco Inc.
|
|
Delaware
|
|
||||||||||||||
Molson Coors European Finance Company
|
|
Luxembourg
|
|
||||||||||||||
Molson Coors Lux 1
|
|
Luxembourg
|
|
||||||||||||||
Molson Coors Cayman Company
|
|
Cayman Islands
|
|
||||||||||||||
Molson Coors European Holdco Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Lux 2
|
|
Luxembourg
|
|
||||||||||||||
Molson Coors Netherlands B.V. f/k/a Starbev Netherlands B.V.
|
|
Netherlands
|
|
||||||||||||||
Pivovary Staropramen s.r.o. f/k/a Molson Coors Czech s.r.o.
|
|
Czech Republic
|
|
||||||||||||||
MC Holding Company LLC
|
|
Colorado
|
|
||||||||||||||
MillerCoors LLC
|
|
Delaware
|
|
||||||||||||||
MillerCoors Holdings LLC
|
|
Colorado
|
|
1.
|
I have reviewed this annual report on Form 10-K of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 14, 2018
|
/s/ MARK R. HUNTER
Mark R. Hunter
President & Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Molson Coors Brewing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 14, 2018
|
/s/ TRACEY I. JOUBERT
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
|
a)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 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 & Chief Executive Officer
(Principal Executive Officer)
February 14, 2018
|
|
|
|
|
|
/s/ TRACEY I. JOUBERT
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
February 14, 2018
|