Fourth Quarter 2016 Highlights - Pro Forma(1)(2)
-
Worldwide beer volume: 22.1 million hectoliters, increased
1.2%; Coors Light volume decreased 1.9% worldwide
-
Net sales: $2.468 billion, decreased 4.2% on a reported basis,
and decreased 2.2% in constant currency
-
Net sales per HL: $105.75, decreased 2.8% on a reported basis,
and decreased 0.8% in constant currency
-
U.S. GAAP net loss from continuing operations
attributable to MCBC: Loss of $608.1 million ($(2.83) per diluted
share) compared to net income of $6.7 million a year ago
-
Underlying after-tax income: $98.7 million ($0.46 per diluted
share), increased 16.4%
-
Underlying EBITDA (earnings before interest, taxes,
depreciation and amortization): $405.1 million, increased 4.6%
Full Year 2016 Highlights - Pro Forma(1)(2)
-
Worldwide beer volume: 95.2 million hectoliters, decreased
0.8%; Coors Light volume decreased 0.2% worldwide
-
Net sales: $10.983 billion, decreased 2.3% on a reported basis,
and decreased 0.6% in constant currency
-
Net sales per HL: $107.75, decreased 0.3% on a reported basis,
and increased 1.4% in constant currency
-
U.S. GAAP net income from continuing operations
attributable to MCBC: $277.5 million ($1.28 per diluted share),
decreased 48.9%
-
Underlying after-tax income: $936.0 million ($4.33 per diluted
share), increased 1.9%
-
Underlying EBITDA (earnings before interest, taxes,
depreciation and amortization): $2.383 billion, increased 2.6%
DENVER & MONTREAL--(BUSINESS WIRE)--
Molson Coors Brewing Company (NYSE: TAP; TSX: TPX) today reported a U.S.
GAAP net loss from continuing operations attributable to MCBC of $608.1
million on a pro forma basis for the fourth quarter, down from $6.7
million of net income a year ago. This decrease was driven by an
impairment charge recorded for the Molson brands in Canada, higher U.S.
GAAP tax expense, and an indirect tax provision recorded in Europe. The
Company also reported a 16.4 percent increase in underlying after-tax
income on a pro forma basis for the fourth quarter of 2016, driven by
higher income in the U.S. and improved performance in International,
partially offset by the indirect tax provision in Europe.
Molson Coors president and chief executive officer Mark Hunter said,
"The biggest news for 2016 was completing our acquisition of the
remaining 58 percent of MillerCoors and the Miller global brand
portfolio for $12 billion, representing the largest transaction in the
Company’s history, which made Molson Coors the third-largest global
brewer. We also retained the rights to all of the brands that were in
the MillerCoors portfolio in the U.S. and Puerto Rico. The transaction
was completed at a 9.2-times effective purchase multiple, including the
present value of cash tax benefits. Additionally, we will be driving
substantial cost synergies in the next three years, and we continue to
expect this transaction to be significantly accretive to underlying
earnings in the first full year of operations. With the completion of
the transaction and the changes we are making to align and enhance our
organization, the building blocks are in place for our company to drive
top-line growth, profit, cash generation, debt pay-down, and total
shareholder returns in the years ahead. Led by our First Choice for
Consumers and Customers agenda, these building blocks are grouped into
four areas: First, our organization and brands are all under one roof
for the first time. Second, our consumer excellence approach with our
global brand portfolio of Coors, Miller and Staropramen, supported by
our national champion, craft and specialty brands, now gives a platform
for accelerating performance outside of our core developed markets over
time. Third, our customer excellence approach, where we are investing in
sales capability and execution improvement. And lastly, our focus on
talent development, diversity and inclusion is laser-focused on enabling
our First Choice agenda and leadership capability across the enterprise."
Mark added, "The completion of the MillerCoors transaction represents a
step forward in the size and strength of our business, and this will
drive some significant changes in our financial numbers in the near term
as we align and enhance our financial reporting. In order to provide
more comparable financial information, unless otherwise indicated, all
fourth quarter and full year 2016 consolidated and U.S. results in this
release will be presented on a pro-forma basis, as if the MillerCoors
transaction and its financing had been completed at the beginning of
2015. Canada, Europe, International and Corporate results will not be
presented on a pro forma basis."
Operating and Underlying Free Cash Flow
U.S. GAAP actual net cash provided by operating activities for
the year was $1,126.9 million, which represents an increase of
$411.0 million from prior year, driven by incremental operating cash
flow from MillerCoors post-transaction and lower pension contributions,
slightly offset by higher cash paid for income taxes and interest.
Underlying actual free cash flow for the year totaled $863.7
million. This represents an increase of $139.9 million from the prior
year, driven by the addition of the other 58 percent of MillerCoors cash
flows post-transaction, as well as strong working capital performance,
including lower underlying cash tax payments versus 2015.
Underlying EBITDA - Pro Forma
Underlying pro forma EBITDA was $405.1 million for the fourth
quarter, a 4.6% increase from a year ago. On a full year basis, underlying
pro forma EBITDA was $2.383 billion, a 2.6% increase from a year ago.
Foreign Exchange
The Company’s consolidated pro forma underlying pretax income for the
fourth quarter includes the negative effect of foreign currency
movements totaling $7.3 million. Negative currency impacts of $9.5
million in Corporate and $0.2 million in International were partially
offset by positive currency impacts of $0.5 million in Canada and $1.9
million in Europe.
Worldwide beer volume - Pro Forma
Worldwide beer volume of 22.1 million hectoliters in the fourth
quarter increased 1.2 percent versus the prior year. On a full year
basis, worldwide beer volume of 95.2 million hectoliters
decreased 0.8 percent versus the prior year.
Financial volume now includes contract brewing and wholesaler non-owned
brand volumes. The financial impact of these volumes has always been
included in our results, and now we are also including the volume impact
of these sales. In contrast, worldwide volume continues to exclude
contract brewing and wholesaler non-owned brand volumes, and it now
includes 100 percent of MillerCoors brand volumes. Prior periods
presented have been revised to reflect these changes.
Effective Income Tax Rates - Pro Forma
The Company’s fourth quarter pro forma effective income tax rate was
negative 45.8 percent on a reported basis and positive 14.5 percent on
an underlying basis. On a full year basis, the Company's pro forma
effective income tax rate was positive 61.6 percent on a reported basis
and positive 25.5 percent on an underlying basis. The fourth quarter
effective tax rate on a reported basis was negative due to the
impact of pretax loss related to the Canada brand impairment and change
in brand life from indefinite to definite lived assets. The impairment
resulted in a tax benefit related to the impairment, which was more than
offset by tax expense related to the change in brand life. The fourth
quarter underlying effective tax rate was significantly lower than
prior year primarily due to higher valuation allowance releases and
tax-rate reductions versus prior year. The full year underlying
effective tax rate was higher than prior year primarily due to
higher mix of income from the U.S.
Debt
Total debt at the end of the fourth quarter was $12.073 billion,
and cash and cash equivalents totaled $560.9 million, resulting in net
debt of $11.512 billion. Total debt reflects transaction-related debt
and approximately $200 million of debt pay-down near the end of the year.
Business Segment Results
The following are the Company’s fourth quarter and, as indicated, full
year 2016 results by business segment:
United States Business (MillerCoors) - Pro Forma
MillerCoors domestic sales-to-retailers volume (STRs) declined 2.5
percent for the year and 2.8 percent for the trading-day-adjusted
quarter, driven by lower volume in the Below Premium and Premium Light
segments. Domestic sales-to-wholesalers volume (STWs) decreased 1.3
percent for the year and 0.9 percent for the quarter. Domestic net
revenue per hectoliter, which excludes contract brewing and
company-owned-distributor sales, grew 1.3 percent for the year as a
result of favorable net pricing and positive sales mix. Domestic net
revenue per hectoliter increased 0.9 percent for the quarter due to
favorable net pricing.
Cost of goods sold (COGS) per hectoliter decreased 2.5 percent for the
year and 2.8 percent for the quarter, driven by supply chain cost
savings and lower commodity costs, partially offset by lower fixed-cost
absorption due to lower volumes. Marketing, general and administrative
(MG&A) expense decreased 0.5 percent in the full year, due to lower
marketing spending, offset by information technology investments. MG&A
in the fourth quarter decreased 5.4 percent, driven by the quarterly
timing of brand investments and lower employee-related expenses.
On a pro forma U.S. GAAP basis, MillerCoors income from continuing
operations before income tax was $1.287 billion for 2016 and $207.8
million for the fourth quarter. The 16.9 percent increase for the year
was driven by lower COGS, net pricing growth, and positive sales mix,
partially offset by lower volume. The 200.7 percent increase for the
quarter was primarily due to lower special charges, lower COGS, net
pricing growth and decreased marketing investment versus the same period
in the prior year.
MillerCoors pro forma underlying pretax income for 2016 was
$1.378 billion, 13.8 percent higher than the prior year, driven by lower
COGS, net pricing growth and positive sales mix, partially offset by
lower volume. Fourth quarter underlying pretax income increased 42.0
percent to $214.7 million versus the same period in the prior year,
driven by lower COGS, net pricing growth and lower marketing expense,
partially offset by lower volume.
Canada Business
Canada STR volume decreased 3.5 percent in the fourth quarter, driven by
lower consumer demand, particularly in Quebec. Canada financial volume,
which includes contract brewing volume, decreased 4.3 percent. Net sales
per hectoliter increased 0.6 percent in local currency, due primarily to
positive pricing and brand mix, partially offset by mix shift toward
lower-revenue packages and contract brewing volume.
COGS per hectoliter decreased 5.9 percent in local currency due to cost
savings and lower pension and distribution costs, partially offset by
the impact of volume deleverage, inflation, mix shift to higher-cost
brands, and foreign currency movements. MG&A expense increased 11.5
percent in local currency, driven by higher brand amortization expense
related to the reclassification of certain Canada brands to
definite-lived intangible assets, partially offset by lower incentive
compensation.
Canada reported a loss from continuing operations before income
taxes of $460.9 million, compared to income of $48.5 million in the
prior year, primarily driven by non-cash brand impairment charges of
$495.2 million.
Canada underlying pretax income decreased 6.4 percent to $48.5
million in the quarter, primarily due to incremental brand amortization
expense of $10.9 million and lower volume, partially offset by cost
savings and positive pricing. Foreign currency movements positively
affected earnings by $0.5 million.
Europe Business
Europe owned, licensed and royalty sales volume increased 2.5 percent in
the fourth quarter versus a year ago. Europe financial volume, which
includes contract brewing and factored brands, increased 0.3 percent.
Europe net sales per hectoliter decreased 9.8 percent in local currency,
due to an approximate $50 million indirect tax provision established in
the quarter related to an ongoing legal dispute. The decrease was
partially offset by positive net pricing.
COGS per hectoliter increased 0.4 percent in local currency, driven by
mix shift to higher-cost brands and geographies, along with lower net
pension benefit. MG&A expense increased 7.3 percent in local currency,
due to higher brand investments.
Europe reported a loss from continuing operations before income
taxes of $18.3 million compared to profit of $28.6 million in the prior
year, primarily driven by the indirect tax provision.
Europe underlying pretax results decreased from income of $36.2
million a year ago to a loss of $14.5 million in the quarter, due to the
indirect tax provision and lower net pension benefit, partially offset
by higher volumes and positive net pricing. Underlying results benefited
from $1.9 million of foreign currency movements.
International Business
Total International owned and royalty sales volume increased 82.5
percent in the fourth quarter, driven by the addition of the Miller
global brands, along with Coors Light growth in Latin America and
Australia. Net sales per hectoliter increased 11.1 percent, driven by
higher pricing, favorable sales mix changes and foreign currency
movements.
COGS per hectoliter increased 11.6 percent, due to sales mix changes and
foreign currency movements. International MG&A expense increased 19.8
percent, driven by increased brand investments, primarily from the
addition of the Miller brands.
The International segment reported a loss from continuing
operations before income taxes of $1.3 million on a US GAAP basis and an
underlying pretax loss of $1.0 million in the fourth quarter, versus a
loss of $5.1 million for both measures a year ago, driven by the
addition of the Miller brands, volume growth and positive pricing in
Latin America and Australia, cost savings in MG&A, and cycling the
substantial restructure of our China business in 2015. This was
partially offset by the impact of total alcohol prohibition in Bihar and
the transfer of the Staropramen U.K. business to our Europe segment.
Foreign currency movements negatively impacted underlying pretax results
by $0.2 million in the fourth quarter.
Corporate
Corporate pretax loss on a reported basis was $164.4 million in
the fourth quarter versus $76.0 million in the prior year, primarily due
to higher interest and other costs related to the MillerCoors
acquisition.
Underlying Corporate pretax loss totaled $121.6 million for the
fourth quarter versus a $57.2 million loss in the prior year, driven
primarily by higher interest expense, as well as global commercial
investments.
Special and Other Non-Core Items - Pro Forma(3)
The following special and other non-core items have been excluded
from underlying pro forma results.
During the quarter, Molson Coors recognized a net special charge of
$521.1 million, primarily driven by $495.2 million of impairment charges
recorded for the Molson brands in Canada. In conjunction with the
impairment evaluation, we also reclassified these brands to be
definite-lived intangible assets to be amortized over useful lives
ranging from 30 to 50 years, which will increase future amortization
expense by $40.7 million per annum, based on current foreign exchange
rates.
Additionally, during the quarter we recorded net other non-core
charges of $12.6 million incurred primarily in connection with
post-acquisition integration costs, partially offset by a gain from the
sale of a non-core operating asset.
Incremental amortization (net of tax) resulting from the
acquisition is $37.5 million for the full year 2016 on a pro forma
basis. Estimated cash tax benefits resulting from the acquisition
are expected to average more than $275 million annually for the next 15
years following the close of the transaction.
2016 Fourth Quarter and Full Year Conference
Call
Molson Coors Brewing Company will conduct an earnings conference call
with financial analysts and investors at 11:00 a.m. Eastern Time today
to discuss the Company’s 2016 fourth quarter and full year results. The
Company will provide a live webcast of the earnings call.
The Company will also host an online, real-time webcast of an Investor
Relations Follow-up Session with financial analysts and institutional
investors at 1:00 p.m. Eastern Time. Both webcasts will be accessible
via the Company’s website, www.molsoncoors.com.
Online replays of the webcasts will be available until 11:59 p.m.
Eastern Time on May 3, 2017. The Company will post this release and
related financial statements on its website today.
Upcoming Investor Webcast
The Company will host an online, real-time webcast in March at the
following event:
Mark Hunter, Chief Executive Officer, and Tracey Joubert, Chief
Financial Officer, will present at the UBS Global Consumer and Retail
Conference in Boston on Wednesday, March 8, 2017, at 8:15 a.m. Eastern
Time.
A live webcast of the investor event will be accessible via the Molson
Coors Brewing Company website, www.molsoncoors.com,
on the Investors page. An online replay of the presentation webcast will
be available within two hours after the presentations.
Footnotes:
(1) Our consolidated pro forma financial information, revised
as of February 14, 2017, has been updated from the version previously
provided on November 1, 2016, and the detailed analysis of this updated
information is available on our website. The changes from the previously
provided version reflect significant refinements to purchase accounting,
with primary changes due to non-cash adjustments to depreciation and
amortization, pension expense, and the related tax impacts.
Additionally, we have adjusted our reported volumes to align our volume
reporting policy.
We have presented consolidated and U.S. segment pro forma information to
enhance comparability of financial information between periods. Canada,
Europe, International and Corporate results are not presented on a pro
forma basis. The pro forma financial information is based on the
historical consolidated financial statements of MCBC and MillerCoors,
both prepared in accordance with U.S. GAAP, and gives effect to the
acquisition of the remaining 58 percent interest of MillerCoors and the
completed financing as if they were completed on January 1, 2015. Pro
forma adjustments are based on items that are factually supportable, are
directly attributable to the Acquisition or the related completed
financing, and are expected to have a continuing impact on MCBC's
results of operations and/or financial position. Any nonrecurring items
directly attributable to the Acquisition or the related completed
financing are excluded in the pro forma statements of operations. Pro
forma information does not include adjustments for costs related to
integration activities following the completion of the Acquisition,
synergies or other cost savings that have been or may be achieved by the
combined businesses. The pro forma information is unaudited, based on
significant estimates and continues to be subject to significant change
throughout the one-year post-acquisition measurement period, as we have
referenced in our previous disclosures. The pro forma information is
presented for illustrative purposes only and does not necessarily
reflect the results of operations of MCBC that actually would have
resulted, had the Acquisition occurred at the date indicated, nor does
this information project the results of operations of MCBC for any
future dates or periods.
(2) The Company calculates non-GAAP underlying pretax and
after-tax income, underlying effective tax rate, underlying EBITDA and
underlying free cash flow results by excluding special and other
non-core items from the nearest U.S. GAAP performance measure, which is
net income from continuing operations attributable to MCBC for both
underlying after-tax income and underlying EBITDA and net cash provided
by operating activities for underlying free cash flow. In addition,
constant-currency results exclude the impact of foreign currency
movements. For further details regarding these adjustments, please see
the section “Special and Other Non-Core Items,” along with tables for
reconciliations to the nearest U.S. GAAP measures. Unless otherwise
indicated, all $ amounts are in U.S. Dollars, and all quarterly
comparative results are for the Company’s fourth quarter and full year
ended December 31, 2016, compared to the fourth quarter and full year
ended December 31, 2015. Additionally, all per-hectoliter calculations
include contract brewing and non-owned factored beverage volume in the
denominator, as well as the financial impact of these sales in the
numerator, unless otherwise indicated. Some numbers may not sum due to
rounding.
(3) See tables 1 and 2 for the impact of special and other
non-core items.
Overview of Molson Coors
With a story that starts in 1774, Molson Coors has spent centuries
defining brewing greatness. As the third largest global brewer, Molson
Coors works to deliver extraordinary brands that delight the world’s
beer drinkers. From Coors Light, Miller Lite, Carling, Staropramen and
Sharp’s Doom Bar to Leinenkugel’s Summer Shandy, Blue Moon Belgian
White, Pilsner Urquell, Creemore Springs Premium Lager and Smith & Forge
Hard Cider, Molson Coors offers a beer for every beer lover.
Molson Coors operates through Molson Coors Canada, MillerCoors, Molson
Coors Europe and Molson Coors International. The company is not only
committed to brewing extraordinary beers, but also running a business
focused on respect for its employees, communities and drinkers, which
means corporate responsibility and accountability right from the start.
It has been listed on the Dow Jones Sustainability World Index for the
past five years. To learn more about Molson Coors Brewing Company, visit
molsoncoors.com, ourbeerprint.com or on Twitter through @MolsonCoors.
About Molson Coors Canada Inc.
Molson Coors Canada Inc. (MCCI) is a subsidiary of Molson Coors Brewing
Company. MCCI Class A and Class B exchangeable shares offer
substantially the same economic and voting rights as the respective
classes of common shares of MCBC, as described in MCBC’s annual proxy
statement and Form 10-K filings with the U.S. Securities and Exchange
Commission. The trustee holder of the special Class A voting stock and
the special Class B voting stock has the right to cast a number of votes
equal to the number of then outstanding Class A exchangeable shares and
Class B exchangeable shares, respectively.
Forward-Looking Statements
This press release includes estimates or projections that constitute
“forward-looking statements” within the meaning of the U.S. federal
securities laws. Generally, the words “believe,” “expect,”
“intend,” “anticipate,” “project,” “will,” and similar expressions
identify forward-looking statements, which generally are not historic in
nature. Although the Company believes that the assumptions upon
which its forward-looking statements are based are reasonable, it can
give no assurance that these assumptions will prove to be correct.
Important factors that could cause actual results to differ materially
from the Company’s historical experience, and present projections and
expectations are disclosed in the Company’s filings with the Securities
and Exchange Commission (“SEC”). These factors include, among
others, our ability to successfully integrate the acquisition of
MillerCoors; our ability to achieve expected tax benefits, accretion and
cost savings and synergies; impact of increased competition resulting
from further consolidation of brewers, competitive pricing and product
pressures; health of the beer industry and our brands in our markets;
economic conditions in our markets; additional impairment charges; our
ability to maintain manufacturer/distribution agreements; changes in our
supply chain system; availability or increase in the cost of packaging
materials; success of our joint ventures; risks relating to operations
in developing and emerging markets; changes in legal and regulatory
requirements, including the regulation of distribution systems;
fluctuations in foreign currency exchange rates; increase in the cost of
commodities used in the business; the impact of climate change and the
availability and quality of water; loss or closure of a major brewery or
other key facility; our ability to implement our strategic initiatives,
including executing and realizing cost savings; our ability to
successfully integrate newly acquired businesses; pension plan and other
post retirement benefit costs; failure to comply with debt covenants or
deterioration in our credit rating; our ability to maintain good labor
relations; our ability to maintain brand image, reputation and product
quality; and other risks discussed in our filings with the SEC,
including our most recent Annual Report on Form 10-K. All
forward-looking statements in this press release are expressly qualified
by such cautionary statements and by reference to the underlying
assumptions. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. We do
not undertake to update forward-looking statements, whether as a result
of new information, future events or otherwise.
Use of Non-GAAP Measures
In addition to financial measures presented on the basis of accounting
principles generally accepted in the U.S. ("U.S. GAAP"), we also present
pretax and after-tax "underlying income," "underlying income per diluted
share," "underlying effective tax rate," and "underlying free cash
flow," which are non-GAAP measures and should be viewed as supplements
to (not substitutes for) our results of operations presented under
U.S. GAAP. We also present underlying earnings before interest, taxes,
depreciation, and amortization ("underlying EBITDA") as a non-GAAP
measure. Our management uses underlying income, underlying income per
diluted share, underlying EBITDA, and underlying effective tax rate as
measures of operating performance, as well as underlying free cash flow
in the measure of cash generated from core operations, to assist in
comparing performance from period to period on a consistent basis; as a
measure for planning and forecasting overall expectations and for
evaluating actual results against such expectations; in communications
with the board of directors, stockholders, analysts and investors
concerning our financial performance; as useful comparisons to the
performance of our competitors; and as metrics of certain management
incentive compensation calculations. We believe that underlying income,
underlying income per diluted share, underlying EBITDA, and underlying
effective tax rate performance are used by, and are useful to, investors
and other users of our financial statements in evaluating our operating
performance, as well as underlying free cash flow in evaluating our
generation of cash from core operations, because they provide an
additional tool to evaluate our performance without regard to special
and non-core items, which can vary substantially from company to company
depending upon accounting methods and book value of assets and capital
structure. In addition to the reasons discussed above, we consider
underlying free cash flow an important measure of our ability to
generate cash, grow our business and enhance shareholder value, driven
by core operations and after adjusting for non-core items. For
discussion and analysis of our liquidity, see the consolidated
statements of cash flows and the Liquidity and Capital Resources section
of our Management’s Discussion and Analysis of Financial Condition and
Results of Operations in our latest Form 10-K and 10-Q filings with the
SEC. We have provided reconciliations of all non-GAAP measures to their
nearest U.S. GAAP measure and have consistently applied the adjustments
within our reconciliations in arriving at each non-GAAP measure. These
adjustments consist of special items from our U.S. GAAP financial
statements as well as other non-core items, such as acquisition and
integration related costs, unrealized mark-to-market gains and losses,
and gains and losses on sales of non-operating assets, included in our
U.S. GAAP results that warrant adjustment to arrive at non-GAAP results.
We consider these items to be necessary adjustments for purposes of
evaluating our ongoing business performance and are often considered
non-recurring. Such adjustments are subjective and involve significant
management judgment.
MOLSON COORS BREWING COMPANY
|
Reconciliations to Nearest U.S. GAAP
Measure
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 1: Fourth Quarter Pro Forma and Actual
Underlying After-Tax Income
|
($ In millions, except per share data)
|
(Unaudited)
|
|
|
|
|
Pro Forma(1)
|
|
|
Actual
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
U.S. GAAP: Net income
(loss) attributable to MCBC from continuing operations
|
|
|
$
|
(608.1
|
)
|
|
|
$
|
6.7
|
|
|
|
$
|
1,438.9
|
|
|
|
$
|
33.4
|
|
Per diluted share
|
|
|
$
|
(2.83
|
)
|
|
|
$
|
0.03
|
|
|
|
$
|
6.65
|
|
|
|
$
|
0.18
|
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(2)
|
|
|
521.1
|
|
|
|
93.0
|
|
|
|
(2,444.9
|
)
|
|
|
10.9
|
|
42% of MillerCoors special items, net of tax(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
0.4
|
|
|
|
34.4
|
|
Acquisition and integration related costs(4)
|
|
|
28.6
|
|
|
|
—
|
|
|
|
140.1
|
|
|
|
13.9
|
|
Unrealized mark-to-market (gains) and losses(5)
|
|
|
(4.3
|
)
|
|
|
4.9
|
|
|
|
(4.3
|
)
|
|
|
4.9
|
|
Other non-core items(6)
|
|
|
(11.7
|
)
|
|
|
—
|
|
|
|
(11.7
|
)
|
|
|
—
|
|
Tax effects on special and non-GAAP items(7)
|
|
|
173.1
|
|
|
|
(19.8
|
)
|
|
|
980.8
|
|
|
|
(6.9
|
)
|
Non-GAAP: Underlying
after-tax income
|
|
|
$
|
98.7
|
|
|
|
$
|
84.8
|
|
|
|
$
|
99.3
|
|
|
|
$
|
90.6
|
|
Per diluted share
|
|
|
$
|
0.46
|
|
|
|
$
|
0.39
|
|
|
|
$
|
0.46
|
|
|
|
$
|
0.49
|
|
(1)
|
|
We have presented pro forma information to enhance comparability of
financial information between periods. The pro forma financial
information is based on the historical consolidated financial
statements of MCBC and MillerCoors, both prepared in accordance with
U.S. GAAP, and gives effect to the Acquisition and the completed
financing as if they were completed on January 1, 2015. Pro forma
adjustments are based on items that are factually supportable, are
directly attributable to the Acquisition or the related completed
financing, and are expected to have a continuing impact on MCBC's
results of operations and/or financial position. Any nonrecurring
items directly attributable to the Acquisition or the related
completed financing are excluded in the pro forma statements of
operations. Pro forma information does not include adjustments for
costs related to integration activities following the completion of
the Acquisition, cost savings or synergies that have been or may be
achieved by the combined businesses. The pro forma information is
unaudited, based on significant estimates and continues to be
subject to significant change throughout the one-year
post-acquisition measurement period, as we have referenced in our
previous disclosures. The pro forma information is presented for
illustrative purposes only and does not necessarily reflect the
results of operations of MCBC that actually would have resulted had
the Acquisition occurred at the date indicated, or project the
results of operations of MCBC for any future dates or periods.
|
|
|
|
(2)
|
|
Special items, net on a pro forma basis primarily include the
intangible impairment charge related to the Molson core brands asset
recorded in the fourth quarter of 2016 as well as Eden brewery
closure charges recorded in the fourth quarter of 2015. See note 3
below for further details. Special items for the three months ended
December 31, 2016, includes accelerated depreciation expense of $3.1
million related to the planned closures of our Vancouver brewery in
Canada and Burton South brewery in the U.K. Special items for the
three months ended December 31, 2015, includes accelerated
depreciation expense of $3.6 million related to the planned closure
of the Burton South brewery in the U.K, the closure of the Plovdiv
brewery in Bulgaria, and the planned closure of the Vancouver
brewery. These accelerated depreciation charges are included in our
adjustments to arrive at underlying EBITDA in table 3 below. Actual
special items include net gain of approximately $3.0 billion, 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
recognition of our accumulated other comprehensive loss related to
our previously held equity interest of $458.3 million. 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. See Part II—Item 8
Financial Statements and Supplementary Data, Note 7, "Special Items"
of the Form 10-K for detailed discussion of special items, on an
actual basis.
|
|
|
|
(3)
|
|
We recorded our 42% share of MillerCoors special charges on a
reported basis for the year ended December 31, 2016, and for the
pre-Acquisition period of October 1, 2016, through October 10, 2016,
and during the fourth quarter 2015, MillerCoors recorded special
charges related to the closure of the Eden brewery, including $39.5
million of accelerated depreciation in excess of normal depreciation
associated with the brewery. See note 2, for pro forma impact. The
tax effect related to our share of MillerCoors special items in 2016
and 2015 was immaterial.
|
|
|
|
(4)
|
|
On a pro forma basis, other non-core Acquisition related charges
primarily include integration and restructuring incurred in the
fourth quarter of 2016. On an actual basis, for the three months
ended December 31, 2016, we have recorded $82.0 million within cost
of goods sold for the estimated step-up in fair value of inventory
related to the Acquisition which was sold in the fourth quarter of
2016, $56.7 million of transaction related costs recorded within
marketing, general & administrative expenses, a gain related to FX
on CAD proceeds received as part of the debt offering related to the
Acquisition of $2.5 million recorded within other income (expense),
and $3.8 million of financing costs related to our term loan and
interest income related to our fixed rate deposit and money market
accounts within interest income (expense) net. These interest income
(expense) items are included in our adjustments to arrive at
underlying EBITDA in table 3 below.
|
|
|
|
(5)
|
|
The unrealized changes in fair value on our commodity swaps, which
are economic hedges, are recorded as cost of goods sold within our
Corporate business activities. As the exposure we are managing is
realized, we reclassify the gain or loss to the segment in which the
underlying exposure resides, allowing our segments to realize the
economic effects of the derivative without the resulting unrealized
mark-to-market volatility. The amounts included for the three months
ended December 31, 2016, and December 31, 2015, include the
unrealized mark-to-market on these commodity swaps.
|
|
|
|
(6)
|
|
A gain of $11.7 million was recognized in other income (expense)
during the three months ended December 31, 2016, for the sale of a
non-operating asset.
|
|
|
|
(7)
|
|
The effect of taxes on the adjustments used to arrive at underlying
income, a non-GAAP measure, is calculated based on applying the
underlying effective tax rate to actual underlying earnings,
excluding special and non-core items. The effect of taxes on special
and non-core items is calculated based on the statutory tax rate
applicable to the item being adjusted for in the jurisdiction from
which each adjustment arises. Additionally, included in this line
item is any applicable flow through MCBC tax impacts of MillerCoors
special items.
|
|
|
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 2: Full Year Pro Forma and Actual
Underlying After-Tax Income
|
($ In millions, except per share data)
|
(Unaudited)
|
|
|
|
|
Pro Forma
|
|
|
Actual
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
U.S. GAAP: Net income
attributable to MCBC from continuing operations
|
|
|
$
|
277.5
|
|
|
|
$
|
542.6
|
|
|
|
$
|
1,978.7
|
|
|
|
$
|
355.6
|
|
Per diluted share
|
|
|
$
|
1.28
|
|
|
|
$
|
2.51
|
|
|
|
$
|
9.27
|
|
|
|
$
|
1.91
|
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(1)
|
|
|
526.7
|
|
|
|
456.8
|
|
|
|
(2,523.9
|
)
|
|
|
346.7
|
|
42% of MillerCoors special items, net of tax(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
35.9
|
|
|
|
46.2
|
|
Acquisition and integration related costs(3)
|
|
|
28.6
|
|
|
|
—
|
|
|
|
326.0
|
|
|
|
13.9
|
|
Unrealized mark-to-market (gains) and losses(4)
|
|
|
(23.1
|
)
|
|
|
14.1
|
|
|
|
(23.1
|
)
|
|
|
14.1
|
|
Other non-core items(5)
|
|
|
(20.5
|
)
|
|
|
—
|
|
|
|
(20.5
|
)
|
|
|
—
|
|
Tax effects on special and non-GAAP items(6)
|
|
|
146.8
|
|
|
|
(95.3
|
)
|
|
|
902.6
|
|
|
|
(76.1
|
)
|
Non-GAAP: Underlying
after-tax income
|
|
|
$
|
936.0
|
|
|
|
$
|
918.2
|
|
|
|
$
|
675.7
|
|
|
|
$
|
700.4
|
|
Per diluted share
|
|
|
$
|
4.33
|
|
|
|
$
|
4.25
|
|
|
|
$
|
3.17
|
|
|
|
$
|
3.76
|
|
(1)
|
|
Special items, net on a pro forma basis primarily include the
intangible impairment charges related to the Molson core brands
asset and certain European brands recognized in the fourth quarter
of 2016 and third quarter of 2015, respectively, as well as Eden
brewery closure charges. See note 2 below for further details.
Special items for the twelve months ended December 31, 2016,
includes accelerated depreciation expense of $12.4 million related
to the planned closures of our Vancouver brewery in Canada and
Burton South brewery in the U.K. Special items for the twelve months
ended December 31, 2015, includes accelerated depreciation expense
of $49.4 million related to the planned or completed closures of the
Burton South and Alton breweries in the U.K, the Plovdiv brewery in
Bulgaria, the Vancouver brewery, and the closures of bottling lines
within the Toronto and Vancouver breweries. These accelerated
depreciation charges are included in our adjustments to arrive at
underlying EBITDA in table 3 below. Actual special items include net
gain of approximately $3.0 billion, 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 recognition of our accumulated other
comprehensive loss related to our previously held equity interest of
$458.3 million. 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. See Part II—Item 8 Financial Statements and
Supplementary Data, Note 7, "Special Items" of the Form 10-K for
detailed discussion of special items on an actual basis.
|
|
(2)
|
|
MillerCoors special items for twelve months ended December 31, 2016,
include our proportionate share of accelerated depreciation expense
of $103.2 million related to the closure of our Eden brewery on a
reported basis which is included in our adjustments to arrive at
underlying EBITDA related to our investment in MillerCoors in table
3 below on a pro forma basis. See note 1, for pro forma details.
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. The tax effect related to our share of MillerCoors special
items in 2016 was immaterial.
|
|
(3)
|
|
On a pro forma basis, other non-core Acquisition related charges
primarily include integration and restructuring incurred in the
fourth quarter of 2016. On an actual basis, for the twelve months
ended December 31, 2016, we recognized $108.4 million of transaction
related costs recorded within marketing, general & administrative
expenses, $82.0 million within cost of goods sold for the estimated
step-up in fair value of inventory related to the Acquisition which
was sold in the fourth quarter of 2016, $58.9 million of derivative
losses and financing costs related to our bridge loan within other
income (expense), and $76.8 million of financing costs related to
our term loan, losses on our swaptions, and interest income related
to our fixed rate deposit and money market accounts within interest
income (expense) net. These interest income (expense) items are
included in our adjustments to arrive at underlying EBITDA in the
table below.
|
|
(4)
|
|
The unrealized changes in fair value on our commodity swaps, which
are economic hedges, are recorded as cost of goods sold within our
Corporate business activities. As the exposure we are managing is
realized, we reclassify the gain or loss to the segment in which the
underlying exposure resides, allowing our segments to realize the
economic effects of the derivative without the resulting unrealized
mark-to-market volatility. The amounts included for the twelve
months ended December 31, 2016, and December 31, 2015, include the
unrealized mark-to-market on these commodity swaps.
|
|
(5)
|
|
During the twelve months ended December 31, 2016, total gains of
$20.5 million were recognized in other income (expense) for the sale
of non-operating assets.
|
|
(6)
|
|
The effect of taxes on the adjustments used to arrive at underlying
income, a non-GAAP measure, is calculated based on applying the
underlying effective tax rate to actual underlying earnings,
excluding special and non-core items. The effect of taxes on special
and non-core items is calculated based on the statutory tax rate
applicable to the item being adjusted for in the jurisdiction from
which each adjustment arises. Additionally, included in this line
item is any applicable flow through MCBC tax impacts of MillerCoors
special items.
|
|
|
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 3: Underlying Pro Forma and Actual EBITDA
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
Pro Forma
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% change
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% change
|
U.S. GAAP: Net income
(loss) attributable to MCBC from continuing operations
|
|
|
$
|
(608.1
|
)
|
|
|
$
|
6.7
|
|
|
|
N/M
|
|
|
$
|
277.5
|
|
|
|
$
|
542.6
|
|
|
|
(48.9
|
)%
|
Add: Net income (loss) attributable to noncontrolling
interests
|
|
|
2.6
|
|
|
|
4.5
|
|
|
|
(42.2
|
)%
|
|
|
16.9
|
|
|
|
24.1
|
|
|
|
(29.9
|
)%
|
U.S. GAAP: Net income
(loss) from continuing operations
|
|
|
$
|
(605.5
|
)
|
|
|
$
|
11.2
|
|
|
|
N/M
|
|
|
$
|
294.4
|
|
|
|
$
|
566.7
|
|
|
|
(48.1
|
)%
|
Add: Interest expense (income), net
|
|
|
93.8
|
|
|
|
89.3
|
|
|
|
5.0
|
%
|
|
|
368.8
|
|
|
|
364.4
|
|
|
|
1.2
|
%
|
Add: Income tax expense (benefit)
|
|
|
190.3
|
|
|
|
4.4
|
|
|
|
N/M
|
|
|
472.7
|
|
|
|
191.4
|
|
|
|
147.0
|
%
|
Add: Depreciation and amortization
|
|
|
195.9
|
|
|
|
227.6
|
|
|
|
(13.9
|
)%
|
|
|
851.4
|
|
|
|
839.3
|
|
|
|
1.4
|
%
|
Adjustments included in underlying income(1)
|
|
|
533.7
|
|
|
|
97.9
|
|
|
|
N/M
|
|
|
511.7
|
|
|
|
470.9
|
|
|
|
8.7
|
%
|
Adjustments to arrive at underlying EBITDA(2)
|
|
|
(3.1
|
)
|
|
|
(43.1
|
)
|
|
|
(92.8
|
)%
|
|
|
(115.6
|
)
|
|
|
(110.7
|
)
|
|
|
4.4
|
%
|
Non-GAAP: Underlying EBITDA
|
|
|
$
|
405.1
|
|
|
|
$
|
387.3
|
|
|
|
4.6
|
%
|
|
|
$
|
2,383.4
|
|
|
|
$
|
2,322.0
|
|
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
Actual
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% change
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% change
|
U.S. GAAP: Net income
attributable to MCBC from continuing operations
|
|
|
$
|
1,438.9
|
|
|
|
$
|
33.4
|
|
|
|
N/M
|
|
|
$
|
1,978.7
|
|
|
|
$
|
355.6
|
|
|
|
N/M
|
Add: Net income (loss) attributable to noncontrolling
interests
|
|
|
2.2
|
|
|
|
0.9
|
|
|
|
144.4
|
%
|
|
|
5.9
|
|
|
|
3.3
|
|
|
|
78.8
|
%
|
U.S. GAAP: Net income
(loss) from continuing operations
|
|
|
$
|
1,441.1
|
|
|
|
$
|
34.3
|
|
|
|
N/M
|
|
|
$
|
1,984.6
|
|
|
|
$
|
358.9
|
|
|
|
N/M
|
Add: Interest expense (income), net
|
|
|
90.0
|
|
|
|
25.4
|
|
|
|
N/M
|
|
|
244.4
|
|
|
|
112.0
|
|
|
|
118.2
|
%
|
Add: Income tax expense (benefit)
|
|
|
993.2
|
|
|
|
7.9
|
|
|
|
N/M
|
|
|
1,050.7
|
|
|
|
51.8
|
|
|
|
N/M
|
|
Add: Depreciation and amortization
|
|
|
184.1
|
|
|
|
72.5
|
|
|
|
153.9
|
%
|
|
|
388.4
|
|
|
|
314.4
|
|
|
|
23.5
|
%
|
Adjustments included in underlying income(1)
|
|
|
(2,320.8
|
)
|
|
|
29.7
|
|
|
|
N/M
|
|
|
(2,241.5
|
)
|
|
|
374.7
|
|
|
|
N/M
|
Adjustments to arrive at underlying EBITDA(2)
|
|
|
(6.9
|
)
|
|
|
(3.7
|
)
|
|
|
86.5
|
%
|
|
|
(89.2
|
)
|
|
|
(49.5
|
)
|
|
|
80.2
|
%
|
Adjustments to arrive at underlying EBITDA related to our investment
in MillerCoors(3)
|
|
|
4.2
|
|
|
|
61.2
|
|
|
|
(93.1
|
)%
|
|
|
142.7
|
|
|
|
169.1
|
|
|
|
(15.6
|
)%
|
Non-GAAP: Underlying EBITDA
|
|
|
$
|
384.9
|
|
|
|
$
|
227.3
|
|
|
|
69.3
|
%
|
|
|
$
|
1,480.1
|
|
|
|
$
|
1,331.4
|
|
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M = Not meaningful
(1)
|
|
Includes adjustments to non-GAAP underlying income within the table
above related to special and non-core items.
|
|
(2)
|
|
Represents adjustments to remove amounts related to interest,
depreciation and amortization included in the adjustments to
non-GAAP underlying income above, as these items are added back as
adjustments to net income attributable to MCBC from continuing
operations.
|
|
(3)
|
|
Adjustments to our equity income from MillerCoors, which include our
proportionate share of MillerCoors' interest, income tax,
depreciation and amortization, special items, and amortization of
the difference between the MCBC contributed cost basis and
proportionate share of the underlying equity in net assets of
MillerCoors.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 4: Underlying Free Cash Flow
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Actual
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
December 31, 2016(7)
|
|
|
December 31, 2015(8)
|
U.S. GAAP:
|
|
Net Cash Provided by Operating Activities
|
|
|
|
|
$
|
1,126.9
|
|
|
|
$
|
715.9
|
|
Less:
|
|
Additions to properties(1)
|
|
|
|
|
(341.8
|
)
|
|
|
(275.0
|
)
|
Less:
|
|
Investment in MillerCoors(1)
|
|
|
|
|
(1,253.7
|
)
|
|
|
(1,442.7
|
)
|
Add:
|
|
Return of capital from MillerCoors(1)
|
|
|
|
|
1,086.9
|
|
|
|
1,441.1
|
|
Add/(Less):
|
|
Cash impact of Special items(2)
|
|
|
|
|
24.3
|
|
|
|
23.1
|
|
Add:
|
|
Costs related to acquisition of businesses(3)
|
|
|
|
|
151.2
|
|
|
|
1.1
|
|
Add:
|
|
Discretionary pension contribution(4)
|
|
|
|
|
—
|
|
|
|
227.1
|
|
Add:
|
|
Settlement of swaps, net(5)
|
|
|
|
|
—
|
|
|
|
10.7
|
|
Add:
|
|
MillerCoors investment in businesses(6)
|
|
|
|
|
65.6
|
|
|
|
22.3
|
|
Add:
|
|
MillerCoors cash impact of special items(6)
|
|
|
|
|
4.3
|
|
|
|
0.2
|
|
Non-GAAP:
|
|
Underlying Free Cash Flow
|
|
|
|
|
$
|
863.7
|
|
|
|
$
|
723.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Included in net cash used in investing activities.
|
|
(2)
|
|
Included in net cash provided by operating activities and primarily
reflects termination fees received and paid, as well as costs paid
for brewery closures and restructuring activities. Also, includes
additions to properties within net cash used in investing activities
related to the cash paid to build a new efficient and flexible
brewery in British Columbia, following the sale of our Vancouver
brewery in the first quarter of 2016. The proceeds of $140.8 million
received from the sale of the Vancouver brewery are being used to
fund the construction of the new brewery in British Columbia.
|
|
(3)
|
|
Included in net cash provided by operating activities and reflects
costs paid associated with the Acquisition of 58% of MillerCoors,
LLC, and the Miller global brand portfolio, including $60.9 million
of cash paid for income taxes.
|
|
(4)
|
|
Discretionary cash contribution of $227.1 million made to our U.K.
pension plan in 2015 included in net cash provided by operating
activities.
|
|
(5)
|
|
Settlement of forward starting interest rate swaps related to the
issuance of our CAD 500 million 2.75% notes due September 2020, and
CAD 400 million 2.25% notes due September 2018, included in net cash
provided by (used in) operating activities.
|
|
(6)
|
|
Amounts represent our proportionate 42% share of the cash flow
impacts for the pre-Acquisition period January 1, 2016, through
October 10, 2016.
|
|
(7)
|
|
Prior to October 11, 2016, MCBC’s 42% share of MillerCoors results
of operations were reported as equity income in MillerCoors in the
consolidated statements of operations. As a result of the completion
of the Acquisition, beginning October 11, 2016, MillerCoors results
of operations were fully consolidated into MCBC’s consolidated
financial statements and included in the U.S. segment.
|
|
(8)
|
|
Operating cash flow has been revised to reflect the adoption of new
guidance regarding accounting for share-based compensation.
|
|
|
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 5: Constant Currency Results: Actual
Constant Currency Reporting Net Sales, U.S. GAAP Pretax Income and
Underlying Pretax Income and Pro Forma Constant Currency Reporting
Net Sales, U.S. GAAP Pretax Income and Underlying Pretax Income
|
(Unaudited)
|
|
U.S. GAAP: Net Sales (In millions)
|
|
|
|
Three Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
Canada
|
|
|
$
|
329.6
|
|
|
|
$
|
341.9
|
|
|
|
(3.6
|
)%
|
|
|
$
|
0.2
|
|
|
|
(3.7
|
)%
|
Europe
|
|
|
366.8
|
|
|
|
466.2
|
|
|
|
(21.3
|
)%
|
|
|
(53.7
|
)
|
|
|
(9.8
|
)%
|
MCI
|
|
|
60.0
|
|
|
|
36.9
|
|
|
|
62.6
|
%
|
|
|
0.5
|
|
|
|
61.2
|
%
|
Corporate
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP: Pretax Income (In millions)
|
|
|
|
Three Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
Canada
|
|
|
(460.9
|
)
|
|
|
48.5
|
|
|
|
(1,050.3
|
)%
|
|
|
(6.1
|
)
|
|
|
(1,037.7
|
)%
|
Europe
|
|
|
(18.3
|
)
|
|
|
28.6
|
|
|
|
(164.0
|
)%
|
|
|
2.6
|
|
|
|
(173.1
|
)%
|
MCI
|
|
|
(1.3
|
)
|
|
|
(5.1
|
)
|
|
|
74.5
|
%
|
|
|
(0.2
|
)
|
|
|
78.4
|
%
|
Corporate
|
|
|
(164.4
|
)
|
|
|
(76.0
|
)
|
|
|
(116.3
|
)%
|
|
|
(5.6
|
)
|
|
|
(108.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP: Underlying Pretax Income (In millions)
|
|
|
|
Three Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
Canada
|
|
|
48.5
|
|
|
|
51.8
|
|
|
|
(6.4
|
)%
|
|
|
0.5
|
|
|
|
(7.3
|
)%
|
Europe
|
|
|
(14.5
|
)
|
|
|
36.2
|
|
|
|
(140.1
|
)%
|
|
|
1.9
|
|
|
|
(145.3
|
)%
|
MCI
|
|
|
(1.0
|
)
|
|
|
(5.1
|
)
|
|
|
80.4
|
%
|
|
|
(0.2
|
)
|
|
|
84.3
|
%
|
Corporate
|
|
|
(121.6
|
)
|
|
|
(57.2
|
)
|
|
|
(112.6
|
)%
|
|
|
(9.5
|
)
|
|
|
(96.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MCBC Consolidated Pro Forma (In millions)
|
|
|
|
Three Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
U.S. GAAP Net Sales
|
|
|
2,468.0
|
|
|
|
2,577.4
|
|
|
|
(4.2
|
)%
|
|
|
(53.0
|
)
|
|
|
(2.2
|
)%
|
U.S. GAAP Pretax Income
|
|
|
(415.2
|
)
|
|
|
15.6
|
|
|
|
(2,761.5
|
)%
|
|
|
(9.3
|
)
|
|
|
(2,701.9
|
)%
|
Non-GAAP Underlying Pretax Income
|
|
|
118.5
|
|
|
|
113.5
|
|
|
|
4.4
|
%
|
|
|
(7.3
|
)
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP: Net Sales (In millions)
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
Canada
|
|
|
$
|
1,425.7
|
|
|
|
$
|
1,511.5
|
|
|
|
(5.7
|
)%
|
|
|
$
|
(46.8
|
)
|
|
|
(2.6
|
)%
|
Europe
|
|
|
1,760.2
|
|
|
|
1,914.9
|
|
|
|
(8.1
|
)%
|
|
|
(137.6
|
)
|
|
|
(0.9
|
)%
|
MCI
|
|
|
163.6
|
|
|
|
144.5
|
|
|
|
13.2
|
%
|
|
|
2.0
|
|
|
|
11.8
|
%
|
Corporate
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP: Pretax Income (In millions)
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
Canada
|
|
|
(135.5
|
)
|
|
|
277.3
|
|
|
|
(148.9
|
)%
|
|
|
(12.9
|
)
|
|
|
(144.2
|
)%
|
Europe
|
|
|
138.0
|
|
|
|
(109.7
|
)
|
|
|
225.8
|
%
|
|
|
(7.3
|
)
|
|
|
232.5
|
%
|
MCI
|
|
|
(39.7
|
)
|
|
|
(24.8
|
)
|
|
|
(60.1
|
)%
|
|
|
1.0
|
|
|
|
(64.1
|
)%
|
Corporate
|
|
|
(497.9
|
)
|
|
|
(248.4
|
)
|
|
|
(100.4
|
)%
|
|
|
0.7
|
|
|
|
(100.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP: Underlying Pretax Income (In millions)
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
Canada
|
|
|
267.3
|
|
|
|
304.5
|
|
|
|
(12.2
|
)%
|
|
|
(1.3
|
)
|
|
|
(11.8
|
)%
|
Europe
|
|
|
129.8
|
|
|
|
203.4
|
|
|
|
(36.2
|
)%
|
|
|
(6.8
|
)
|
|
|
(32.8
|
)%
|
MCI
|
|
|
(8.6
|
)
|
|
|
(18.4
|
)
|
|
|
53.3
|
%
|
|
|
(0.7
|
)
|
|
|
57.1
|
%
|
Corporate
|
|
|
(288.0
|
)
|
|
|
(220.4
|
)
|
|
|
(30.7
|
)%
|
|
|
(2.5
|
)
|
|
|
(29.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MCBC Consolidated Pro Forma (In millions)
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Reported % Increase (Decrease)
|
|
|
Foreign Exchange Impact ($)
|
|
|
Constant Currency % Increase (Decrease)
|
U.S. GAAP Net Sales
|
|
|
10,983.2
|
|
|
|
11,238.1
|
|
|
|
(2.3
|
)%
|
|
|
(182.4
|
)
|
|
|
(0.6
|
)%
|
U.S. GAAP Pretax Income
|
|
|
767.1
|
|
|
|
758.1
|
|
|
|
1.2
|
%
|
|
|
(18.5
|
)
|
|
|
3.6
|
%
|
Non-GAAP Underlying Pretax Income
|
|
|
1,278.8
|
|
|
|
1,229.0
|
|
|
|
4.1
|
%
|
|
|
(11.3
|
)
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constant currency is a non-GAAP measure utilized by Molson Coors
management to measure performance, excluding the impact of foreign
currency movements. As we operate in various foreign countries where the
local currency may strengthen or weaken significantly versus the U.S.
dollar or other currencies used in operations, we utilize a constant
currency measure as an additional metric to evaluate the underlying
performance of each business without consideration of foreign currency
movements. This information is non-GAAP and should be viewed as a
supplement to (not a substitute for) our reported results of operations
under U.S. GAAP. We calculate the impact of foreign exchange on net
sales, pretax income and non-GAAP underlying pretax income using the
following steps:
-
Multiply our current period local currency operating results (that
also include the impact of the comparable prior-period currency
hedging activities) by the weighted average foreign exchange rates
used to translate the financial statements in the comparable prior
year period. The result is the current-period operating results in
U.S. dollars, as if foreign exchange rates had not changed from the
prior-year period.
-
Subtract the result in step 1 from the unadjusted current-period
reported operating result in U.S. dollars (U.S. GAAP measure). This
difference reflects the impact of foreign currency translational
gains/losses included in the current-period results.
-
Determine the amount of actual non-operating foreign currency
gains/losses realized as a result of hedging activities and activities
transacted in a currency other than the functional currency of each
legal entity.
-
Add the results of steps 2 and 3 above. This sum equals the total
impact of foreign currency translational gains/losses and realized
gains/losses from foreign currency transactions. This is the value
shown in the “Foreign Exchange $ Impact” column within the table above.
Worldwide Beer Volume
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 6: Pro Forma and Actual Worldwide Beer
Volume
|
(In millions of hectoliters)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
Pro Forma
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% Change
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% Change
|
Financial Volume(1)
|
|
|
23.337
|
|
|
|
23.679
|
|
|
|
(1.4
|
)%
|
|
|
101.934
|
|
|
|
104.012
|
|
|
|
(2.0
|
)%
|
Contract brewing and wholesaler volume(1)
|
|
|
(2.022
|
)
|
|
|
(2.159
|
)
|
|
|
(6.3
|
)%
|
|
|
(8.873
|
)
|
|
|
(9.684
|
)
|
|
|
(8.4
|
)%
|
Royalty Volume(2)
|
|
|
0.811
|
|
|
|
0.351
|
|
|
|
131.1
|
%
|
|
|
2.102
|
|
|
|
1.631
|
|
|
|
28.9
|
%
|
Total Worldwide Beer Volume
|
|
|
22.126
|
|
|
|
21.871
|
|
|
|
1.2
|
%
|
|
|
95.163
|
|
|
|
95.959
|
|
|
|
(0.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
Actual
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% Change
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
% Change
|
Financial Volume(1)
|
|
|
21.796
|
|
|
|
7.771
|
|
|
|
180.5
|
%
|
|
|
46.912
|
|
|
|
33.746
|
|
|
|
39.0
|
%
|
Contract brewing and wholesaler volume(1)
|
|
|
(1.981
|
)
|
|
|
(0.660
|
)
|
|
|
200.2
|
%
|
|
|
(3.965
|
)
|
|
|
(3.250
|
)
|
|
|
22.0
|
%
|
Royalty Volume(2)
|
|
|
0.811
|
|
|
|
0.351
|
|
|
|
131.1
|
%
|
|
|
2.102
|
|
|
|
1.631
|
|
|
|
28.9
|
%
|
Owned Volume
|
|
|
20.626
|
|
|
|
7.462
|
|
|
|
176.4
|
%
|
|
|
45.049
|
|
|
|
32.127
|
|
|
|
40.2
|
%
|
Proportionate Share of Equity Investment Worldwide Beer Volume(1)
|
|
|
0.580
|
|
|
|
6.166
|
|
|
|
(90.6
|
)%
|
|
|
17.908
|
|
|
|
27.210
|
|
|
|
(34.2
|
)%
|
Total Worldwide Beer Volume
|
|
|
21.206
|
|
|
|
13.628
|
|
|
|
55.6
|
%
|
|
|
62.957
|
|
|
|
59.337
|
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
As a result of the Acquisition, we aligned our volume reporting
policies resulting in adjustments to our historically reported
volumes. Specifically, financial volume for all consolidated
segments has been recast to include contract brewing and wholesaler
non-owned brand volumes (including factored brands in Europe and
non-owned brands distributed in the U.S.), as the corresponding
sales are reported within our gross sales amounts. Additionally,
financial volumes continue to include our owned beer brands sold to
unrelated external customers within our geographic markets, net of
returns and allowances. Worldwide beer volume reflects only owned
beer brands sold to unrelated external customers within our
geographic markets, net of returns and allowances, royalty volume
and our proportionate share of equity investment worldwide beer
volume calculated consistently with MCBC owned volume.
|
|
(2)
|
|
Includes MCI segment royalty volume that is primarily in Russia,
Ukraine and Mexico, and Europe segment royalty volume in Republic of
Ireland.
|
|
|
|
U.S. GAAP and Underlying Measures
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 7: U.S. GAAP Consolidated Statements of
Operations
|
($ In millions, except per share data)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Volume in hectoliters
|
|
|
21.796
|
|
|
|
7.771
|
|
|
|
46.912
|
|
|
|
33.746
|
|
Sales
|
|
|
$
|
2,901.9
|
|
|
|
$
|
1,236.9
|
|
|
|
$
|
6,597.4
|
|
|
|
$
|
5,127.4
|
|
Excise taxes
|
|
|
(607.9
|
)
|
|
|
(392.5
|
)
|
|
|
(1,712.4
|
)
|
|
|
(1,559.9
|
)
|
Net sales
|
|
|
2,294.0
|
|
|
|
844.4
|
|
|
|
4,885.0
|
|
|
|
3,567.5
|
|
Cost of goods sold
|
|
|
(1,485.6
|
)
|
|
|
(542.9
|
)
|
|
|
(3,003.1
|
)
|
|
|
(2,163.5
|
)
|
Gross profit
|
|
|
808.4
|
|
|
|
301.5
|
|
|
|
1,881.9
|
|
|
|
1,404.0
|
|
Marketing, general and administrative expenses
|
|
|
(753.9
|
)
|
|
|
(262.7
|
)
|
|
|
(1,597.3
|
)
|
|
|
(1,051.8
|
)
|
Special items, net
|
|
|
2,444.9
|
|
|
|
(10.9
|
)
|
|
|
2,523.9
|
|
|
|
(346.7
|
)
|
Equity income in MillerCoors
|
|
|
9.7
|
|
|
|
46.2
|
|
|
|
500.9
|
|
|
|
516.3
|
|
Operating income (loss)
|
|
|
2,509.1
|
|
|
|
74.1
|
|
|
|
3,309.4
|
|
|
|
521.8
|
|
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(111.1
|
)
|
|
|
(27.6
|
)
|
|
|
(271.6
|
)
|
|
|
(120.3
|
)
|
Interest income
|
|
|
21.1
|
|
|
|
2.2
|
|
|
|
27.2
|
|
|
|
8.3
|
|
Other income (expense), net
|
|
|
15.2
|
|
|
|
(6.5
|
)
|
|
|
(29.7
|
)
|
|
|
0.9
|
|
Total other income (expense), net
|
|
|
(74.8
|
)
|
|
|
(31.9
|
)
|
|
|
(274.1
|
)
|
|
|
(111.1
|
)
|
Income (loss) from continuing operations before income taxes
|
|
|
2,434.3
|
|
|
|
42.2
|
|
|
|
3,035.3
|
|
|
|
410.7
|
|
Income tax benefit (expense)
|
|
|
(993.2
|
)
|
|
|
(7.9
|
)
|
|
|
(1,050.7
|
)
|
|
|
(51.8
|
)
|
Net income (loss) from continuing operations
|
|
|
1,441.1
|
|
|
|
34.3
|
|
|
|
1,984.6
|
|
|
|
358.9
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
(0.5
|
)
|
|
|
(0.6
|
)
|
|
|
(2.8
|
)
|
|
|
3.9
|
|
Net income (loss) including noncontrolling interests
|
|
|
1,440.6
|
|
|
|
33.7
|
|
|
|
1,981.8
|
|
|
|
362.8
|
|
Net (income) loss attributable to noncontrolling interests
|
|
|
(2.2
|
)
|
|
|
(0.9
|
)
|
|
|
(5.9
|
)
|
|
|
(3.3
|
)
|
Net income (loss) attributable to MCBC
|
|
|
$
|
1,438.4
|
|
|
|
$
|
32.8
|
|
|
|
$
|
1,975.9
|
|
|
|
$
|
359.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) attributable to MCBC per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
|
$
|
6.70
|
|
|
|
$
|
0.18
|
|
|
|
$
|
9.33
|
|
|
|
$
|
1.92
|
|
From discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.01
|
)
|
|
|
0.02
|
|
Basic net income (loss) attributable to MCBC per share
|
|
|
$
|
6.70
|
|
|
|
$
|
0.18
|
|
|
|
$
|
9.32
|
|
|
|
$
|
1.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) attributable to MCBC per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
|
$
|
6.65
|
|
|
|
$
|
0.18
|
|
|
|
$
|
9.27
|
|
|
|
$
|
1.91
|
|
From discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.01
|
)
|
|
|
0.02
|
|
Diluted net income (loss) attributable to MCBC per share
|
|
|
$
|
6.65
|
|
|
|
$
|
0.18
|
|
|
|
$
|
9.26
|
|
|
|
$
|
1.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares - basic
|
|
|
214.8
|
|
|
|
184.5
|
|
|
|
212.0
|
|
|
|
185.3
|
|
Weighted average shares - diluted
|
|
|
216.4
|
|
|
|
185.7
|
|
|
|
213.4
|
|
|
|
186.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share
|
|
|
$
|
0.41
|
|
|
|
$
|
0.41
|
|
|
|
$
|
1.64
|
|
|
|
$
|
1.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
|
$
|
1,438.9
|
|
|
|
$
|
33.4
|
|
|
|
$
|
1,978.7
|
|
|
|
$
|
355.6
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
(0.5
|
)
|
|
|
(0.6
|
)
|
|
|
(2.8
|
)
|
|
|
3.9
|
|
Net income (loss) attributable to MCBC
|
|
|
$
|
1,438.4
|
|
|
|
$
|
32.8
|
|
|
|
$
|
1,975.9
|
|
|
|
$
|
359.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 8: Pro Forma Consolidated Statements of
Operations((1))
|
($ In millions, except per share data)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Volume in hectoliters(2)
|
|
|
23.337
|
|
|
|
23.679
|
|
|
|
101.934
|
|
|
|
104.012
|
|
Sales
|
|
|
$
|
3,100.1
|
|
|
|
$
|
3,217.0
|
|
|
|
$
|
13,545.1
|
|
|
|
$
|
13,894.7
|
|
Excise taxes
|
|
|
(632.1
|
)
|
|
|
(639.6
|
)
|
|
|
(2,561.9
|
)
|
|
|
(2,656.6
|
)
|
Net sales
|
|
|
2,468.0
|
|
|
|
2,577.4
|
|
|
|
10,983.2
|
|
|
|
11,238.1
|
|
Cost of goods sold
|
|
|
(1,502.9
|
)
|
|
|
(1,614.1
|
)
|
|
|
(6,383.2
|
)
|
|
|
(6,734.3
|
)
|
Gross profit
|
|
|
965.1
|
|
|
|
963.3
|
|
|
|
4,600.0
|
|
|
|
4,503.8
|
|
Marketing, general and administrative expenses
|
|
|
(778.3
|
)
|
|
|
(766.9
|
)
|
|
|
(2,970.3
|
)
|
|
|
(2,938.0
|
)
|
Special items, net
|
|
|
(521.1
|
)
|
|
|
(93.0
|
)
|
|
|
(526.7
|
)
|
|
|
(456.8
|
)
|
Operating income (loss)
|
|
|
(334.3
|
)
|
|
|
103.4
|
|
|
|
1,103.0
|
|
|
|
1,109.0
|
|
Interest income (expense), net
|
|
|
(93.8
|
)
|
|
|
(89.3
|
)
|
|
|
(368.8
|
)
|
|
|
(364.4
|
)
|
Other income (expense), net
|
|
|
12.9
|
|
|
|
1.5
|
|
|
|
32.9
|
|
|
|
13.5
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(415.2
|
)
|
|
|
15.6
|
|
|
|
767.1
|
|
|
|
758.1
|
|
Income tax benefit (expense)
|
|
|
(190.3
|
)
|
|
|
(4.4
|
)
|
|
|
(472.7
|
)
|
|
|
(191.4
|
)
|
Net income (loss) from continuing operations
|
|
|
(605.5
|
)
|
|
|
11.2
|
|
|
|
294.4
|
|
|
|
566.7
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
(0.5
|
)
|
|
|
(0.6
|
)
|
|
|
(2.8
|
)
|
|
|
3.9
|
|
Net income (loss) including noncontrolling interests
|
|
|
(606.0
|
)
|
|
|
10.6
|
|
|
|
291.6
|
|
|
|
570.6
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
(2.6
|
)
|
|
|
(4.5
|
)
|
|
|
(16.9
|
)
|
|
|
(24.1
|
)
|
Net income (loss) attributable to MCBC
|
|
|
$
|
(608.6
|
)
|
|
|
$
|
6.1
|
|
|
|
$
|
274.7
|
|
|
|
$
|
546.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to MCBC from continuing
operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to MCBC from continuing operations
|
|
|
$
|
(608.1
|
)
|
|
|
$
|
6.7
|
|
|
|
$
|
277.5
|
|
|
|
$
|
542.6
|
|
Basic
|
|
|
$
|
(2.83
|
)
|
|
|
$
|
0.03
|
|
|
|
$
|
1.29
|
|
|
|
$
|
2.52
|
|
Diluted
|
|
|
$
|
(2.83
|
)
|
|
|
$
|
0.03
|
|
|
|
$
|
1.28
|
|
|
|
$
|
2.51
|
|
Weighted-average shares—basic
|
|
|
214.8
|
|
|
|
214.4
|
|
|
|
214.7
|
|
|
|
215.2
|
|
U.S. GAAP weighted-average shares—diluted
|
|
|
214.8
|
|
|
|
215.6
|
|
|
|
216.1
|
|
|
|
216.3
|
|
Non-GAAP weighted-average shares—diluted
|
|
|
216.4
|
|
|
|
215.6
|
|
|
|
216.1
|
|
|
|
216.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
See notes in Tables 1 and 2 for further detail of adjusting items.
|
|
(2)
|
|
Historical volumes have been recast to reflect the impacts of
aligning policies on reporting financial volumes as a result of the
Acquisition. See table 6, "Worldwide Beer Volume" above for further
details.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 9: U.S. Pro Forma and Actual Results of
Operations (previously MillerCoors LLC equity investment)
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
Three months ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
|
Pro Forma(1)
|
|
|
Actual(2)
|
|
|
Pro Forma
|
|
|
Actual
|
|
|
|
|
Volumes in hectoliters(3)(4)
|
|
|
15.997
|
|
|
|
15.997
|
|
|
|
16.179
|
|
|
|
16.179
|
|
Sales(4)
|
|
|
$
|
1,979.1
|
|
|
|
$
|
1,979.1
|
|
|
|
$
|
1,995.3
|
|
|
|
$
|
1,995.3
|
|
Excise taxes
|
|
|
(237.6
|
)
|
|
|
(237.6
|
)
|
|
|
(247.1
|
)
|
|
|
(247.1
|
)
|
Net sales(4)
|
|
|
1,741.5
|
|
|
|
1,741.5
|
|
|
|
1,748.2
|
|
|
|
1,748.2
|
|
Cost of goods sold(4)(6)
|
|
|
(1,044.2
|
)
|
|
|
(1,125.1
|
)
|
|
|
(1,086.4
|
)
|
|
|
(1,056.9
|
)
|
Gross profit
|
|
|
697.3
|
|
|
|
616.4
|
|
|
|
661.8
|
|
|
|
691.3
|
|
Marketing, general and administrative expenses
|
|
|
(483.3
|
)
|
|
|
(482.1
|
)
|
|
|
(511.1
|
)
|
|
|
(495.7
|
)
|
Special items, net(5)
|
|
|
(6.9
|
)
|
|
|
2,958.1
|
|
|
|
(82.1
|
)
|
|
|
(82.1
|
)
|
Operating income
|
|
|
207.1
|
|
|
|
3,092.4
|
|
|
|
68.6
|
|
|
|
113.5
|
|
Interest income (expense), net
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.6
|
)
|
|
|
(0.6
|
)
|
Other income (expense), net
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
1.1
|
|
|
|
1.1
|
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
207.8
|
|
|
|
$
|
3,093.1
|
|
|
|
$
|
69.1
|
|
|
|
$
|
114.0
|
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(5)
|
|
|
6.9
|
|
|
|
(2,958.1
|
)
|
|
|
82.1
|
|
|
|
82.1
|
|
Other non-core items(6)
|
|
|
—
|
|
|
|
82.0
|
|
|
|
—
|
|
|
|
—
|
|
Non-GAAP: Underlying pretax income (loss)
|
|
|
$
|
214.7
|
|
|
|
$
|
217.0
|
|
|
|
$
|
151.2
|
|
|
|
$
|
196.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes pro forma results from October 1, 2016, through October 10,
2016, and actual results from October 11, 2016, through December 31,
2016.
|
|
(2)
|
|
Amounts include results from the pre-Acquisition period of October
1, 2016, through October 10, 2016, and post-Acquisition period of
October 11, 2016, through December 31, 2016. Results for the
post-Acquisition period of October 11, 2016, through December 31,
2016, reflect policy alignment and purchase accounting impacts.
|
|
(3)
|
|
Historical actual volumes have been recast to reflect the impacts of
aligning policies on reporting financial volumes as a result of the
Acquisition. See Table 6, "Pro Forma and Actual Worldwide Beer
Volume" for additional information.
|
|
(4)
|
|
On a reported basis, includes gross segment sales and volumes which
are eliminated in the consolidated totals.
|
|
(5)
|
|
See table 10 below for special charges related to MillerCoors for
the pre-Acquisition period and Part II—Item 8 Financial Statements
and Supplementary Data, Note 7, "Special Items" of the Form 10-K for
detailed discussion of special items for the post Acquisition period.
|
|
(6)
|
|
As a result of the Acquisition, a step-up in fair value of inventory
was recorded to cost of goods sold in the fourth quarter of 2016.
See Part II—Item 8 Financial Statements and Supplementary Data, Note
4, "Acquisition and Investments" of the Form 10-K for detailed
discussion.
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
|
Pro Forma(1)
|
|
|
Actual(2)
|
|
|
Pro Forma
|
|
|
Actual
|
|
|
|
|
Volumes in hectoliters(3)(4)
|
|
|
70.186
|
|
|
|
70.186
|
|
|
|
71.220
|
|
|
|
71.220
|
|
Sales(4)
|
|
|
$
|
8,767.2
|
|
|
|
$
|
8,767.2
|
|
|
|
$
|
8,822.2
|
|
|
|
$
|
8,822.2
|
|
Excise taxes
|
|
|
(1,062.9
|
)
|
|
|
(1,075.2
|
)
|
|
|
(1,096.7
|
)
|
|
|
(1,096.7
|
)
|
Net sales(4)
|
|
|
7,704.3
|
|
|
|
7,692.0
|
|
|
|
7,725.5
|
|
|
|
7,725.5
|
|
Cost of goods sold(4)(6)
|
|
|
(4,445.6
|
)
|
|
|
(4,483.4
|
)
|
|
|
(4,625.7
|
)
|
|
|
(4,547.5
|
)
|
Gross profit
|
|
|
3,258.7
|
|
|
|
3,208.6
|
|
|
|
3,099.8
|
|
|
|
3,178.0
|
|
Marketing, general and administrative expenses
|
|
|
(1,883.6
|
)
|
|
|
(1,844.1
|
)
|
|
|
(1,893.1
|
)
|
|
|
(1,828.7
|
)
|
Special items, net(5)
|
|
|
(91.5
|
)
|
|
|
2,873.5
|
|
|
|
(110.1
|
)
|
|
|
(110.1
|
)
|
Operating income
|
|
|
1,283.6
|
|
|
|
4,238.0
|
|
|
|
1,096.6
|
|
|
|
1,239.2
|
|
Interest income (expense), net
|
|
|
(1.4
|
)
|
|
|
(1.4
|
)
|
|
|
(1.6
|
)
|
|
|
(1.6
|
)
|
Other income (expense), net
|
|
|
4.4
|
|
|
|
4.4
|
|
|
|
5.7
|
|
|
|
5.7
|
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
1,286.6
|
|
|
|
$
|
4,241.0
|
|
|
|
$
|
1,100.7
|
|
|
|
$
|
1,243.3
|
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(5)
|
|
|
91.5
|
|
|
|
(2,873.5
|
)
|
|
|
110.1
|
|
|
|
110.1
|
|
Other non-core items(6)
|
|
|
—
|
|
|
|
82.0
|
|
|
|
—
|
|
|
|
—
|
|
Non-GAAP: Underlying pretax income (loss)
|
|
|
$
|
1,378.1
|
|
|
|
$
|
1,449.5
|
|
|
|
$
|
1,210.8
|
|
|
|
$
|
1,353.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes pro forma results from January 1, 2016, through October 10,
2016, and actual results from October 11, 2016, through December 31,
2016.
|
|
(2)
|
|
Amounts include results from the pre-Acquisition period of January
1, 2016, through October 10, 2016, and post-Acquisition period of
October 11, 2016, through December 31, 2016. Results for the
post-Acquisition period of October 11, 2016, through December 31,
2016, reflect policy alignment and purchase accounting impacts.
|
|
(3)
|
|
Historical actual volumes have been recast to reflect the impacts of
aligning policies on reporting financial volumes as a result of the
Acquisition. See Table 6, "Pro Forma and Actual Worldwide Beer
Volume" for additional information.
|
|
(4)
|
|
Includes gross segment sales volumes which are eliminated in the
consolidated totals.
|
|
(5)
|
|
See table 10 below for special charges related to MillerCoors for
the pre-Acquisition period and Part II—Item 8 Financial Statements
and Supplementary Data, Note 7, "Special Items" of the Form 10-K for
detailed discussion of special items for the post Acquisition period.
|
|
(6)
|
|
As a result of the Acquisition, a step-up in fair value of inventory
was recorded to cost of goods sold in the fourth quarter of 2016.
See Part II—Item 8 Financial Statements and Supplementary Data, Note
4, "Acquisition and Investments" of the Form 10-K for detailed
discussion.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 10: Underlying Equity Income in MillerCoors
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
For the period October 1 through October
10
|
|
|
For the quarter ended
|
|
|
For the period January 1 through
October 10
|
|
|
For the year ended
|
|
|
|
2016
|
|
|
December 31, 2015
|
|
|
2016
|
|
|
December 31, 2015
|
|
|
|
(In millions, except percentages)
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
23.6
|
|
|
|
$
|
114.0
|
|
|
|
$
|
1,171.5
|
|
|
|
$
|
1,243.3
|
|
Income tax expense
|
|
|
—
|
|
|
|
(0.9
|
)
|
|
|
$
|
(3.3
|
)
|
|
|
(4.7
|
)
|
Net (income) loss attributable to noncontrolling interest
|
|
|
(0.4
|
)
|
|
|
(3.6
|
)
|
|
|
$
|
(11.0
|
)
|
|
|
(20.8
|
)
|
Net income attributable to MillerCoors
|
|
|
$
|
23.2
|
|
|
|
$
|
109.5
|
|
|
|
$
|
1,157.2
|
|
|
|
$
|
1,217.8
|
|
MCBC economic interest
|
|
|
42
|
%
|
|
|
42
|
%
|
|
|
42
|
%
|
|
|
42
|
%
|
MCBC proportionate share of MillerCoors net income
|
|
|
9.7
|
|
|
|
46.0
|
|
|
|
486.0
|
|
|
|
511.5
|
|
Amortization of the difference between MCBC contributed cost basis
and proportionate share of the underlying equity in net assets of
MillerCoors
|
|
|
—
|
|
|
|
1.2
|
|
|
|
3.3
|
|
|
|
4.6
|
|
Share-based compensation adjustment(1)
|
|
|
—
|
|
|
|
(1.0
|
)
|
|
|
(0.7
|
)
|
|
|
0.2
|
|
U.S. import tax benefit(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
12.3
|
|
|
|
—
|
|
Equity income in MillerCoors
|
|
|
$
|
9.7
|
|
|
|
$
|
46.2
|
|
|
|
$
|
500.9
|
|
|
|
$
|
516.3
|
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
MCBC proportionate share of MillerCoors special items, net of tax(3)
|
|
|
0.4
|
|
|
|
34.4
|
|
|
|
35.9
|
|
|
|
46.2
|
|
Non-GAAP Equity Income in MillerCoors
|
|
|
$
|
10.1
|
|
|
|
$
|
80.6
|
|
|
|
$
|
536.8
|
|
|
|
$
|
562.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The net adjustment is to eliminate all share-based compensation
impacts related to pre-existing SABMiller equity awards held by
former Miller employees employed by MillerCoors as well as to add
back all share-based compensation impacts related to pre-existing
MCBC equity awards held by former MCBC employees who transferred to
MillerCoors.
|
|
(2)
|
|
Represents a benefit associated with an anticipated refund to Coors
Brewing Company ("CBC"), a wholly-owned subsidiary of MCBC, of U.S.
federal excise tax paid on products imported by CBC based on
qualifying volumes exported by CBC from the U.S. Due to
administrative restrictions outlined within the legislation enacted
in 2016, the anticipated refund is not expected to be received until
2018. Accordingly, the anticipated refund amount represents a
non-current receivable which has been recorded within other
non-current assets on the consolidated balance sheet as of December
31, 2016.
|
|
(3)
|
|
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 $42.4
million related to an early settlement of a portion of its defined
benefit pension plan liability.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 11: Canada Results of Operations
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Volume in hectoliters(1)(2)
|
|
|
2.067
|
|
|
|
2.160
|
|
|
|
8.950
|
|
|
|
9.207
|
|
Sales(2)
|
|
|
$
|
432.9
|
|
|
|
$
|
455.0
|
|
|
|
$
|
1,879.4
|
|
|
|
$
|
1,994.2
|
|
Excise taxes
|
|
|
(103.3
|
)
|
|
|
(113.1
|
)
|
|
|
(453.7
|
)
|
|
|
(482.7
|
)
|
Net sales(2)
|
|
|
329.6
|
|
|
|
341.9
|
|
|
|
1,425.7
|
|
|
|
1,511.5
|
|
Cost of goods sold(2)
|
|
|
(187.1
|
)
|
|
|
(207.4
|
)
|
|
|
(801.8
|
)
|
|
|
(861.6
|
)
|
Gross profit
|
|
|
142.5
|
|
|
|
134.5
|
|
|
|
623.9
|
|
|
|
649.9
|
|
Marketing, general and administrative expenses
|
|
|
(94.8
|
)
|
|
|
(84.9
|
)
|
|
|
(364.4
|
)
|
|
|
(355.6
|
)
|
Special items, net(3)
|
|
|
(509.4
|
)
|
|
|
(3.3
|
)
|
|
|
(402.8
|
)
|
|
|
(27.2
|
)
|
Operating income (loss)
|
|
|
(461.7
|
)
|
|
|
46.3
|
|
|
|
(143.3
|
)
|
|
|
267.1
|
|
Other income (expense), net
|
|
|
0.8
|
|
|
|
2.2
|
|
|
|
7.8
|
|
|
|
10.2
|
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
(460.9
|
)
|
|
|
$
|
48.5
|
|
|
|
$
|
(135.5
|
)
|
|
|
$
|
277.3
|
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(3)
|
|
|
509.4
|
|
|
|
3.3
|
|
|
|
402.8
|
|
|
|
27.2
|
|
Non-GAAP: Underlying pretax income (loss)
|
|
|
$
|
48.5
|
|
|
|
$
|
51.8
|
|
|
|
$
|
267.3
|
|
|
|
$
|
304.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Historical volumes have been recast to reflect the impacts of
aligning policies on reporting financial volumes as a result of the
Acquisition. See Table 6, "Pro Forma and Actual Worldwide Beer
Volume" for additional information.
|
|
(2)
|
|
Reflects gross segment sales, purchases and volumes which are
eliminated in the consolidated totals.
|
|
(3)
|
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note
7, "Special Items" of the Form 10-K for detailed discussion of
special items. Special items for the three and twelve months ended
December 31, 2016, includes accelerated depreciation expense of $1.3
million and $4.9 million, respectively, related to the planned
closure of the Vancouver brewery. During 2015 we incurred $15.4
million of accelerated depreciation associated with the closure of a
bottling line within our Vancouver brewery. Additionally, we
incurred special charges related to the closure of a bottling line
within our Toronto brewery, including $7.9 million of accelerated
depreciation associated with this bottling line. These accelerated
depreciation charges are included in our adjustments to arrive at
underlying EBITDA in table 3.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 12: Europe Results of Operations
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Volume in hectoliters(1)(2)
|
|
|
5.260
|
|
|
|
5.244
|
|
|
|
22.590
|
|
|
|
22.981
|
|
Sales(2)
|
|
|
$
|
652.2
|
|
|
|
$
|
739.0
|
|
|
|
$
|
2,778.1
|
|
|
|
$
|
2,959.6
|
|
Excise taxes
|
|
|
(285.4
|
)
|
|
|
(272.8
|
)
|
|
|
(1,017.9
|
)
|
|
|
(1,044.7
|
)
|
Net sales(2)
|
|
|
366.8
|
|
|
|
466.2
|
|
|
|
1,760.2
|
|
|
|
1,914.9
|
|
Cost of goods sold
|
|
|
(265.6
|
)
|
|
|
(306.4
|
)
|
|
|
(1,123.2
|
)
|
|
|
(1,193.0
|
)
|
Gross profit
|
|
|
101.2
|
|
|
|
159.8
|
|
|
|
637.0
|
|
|
|
721.9
|
|
Marketing, general and administrative expenses
|
|
|
(116.5
|
)
|
|
|
(122.4
|
)
|
|
|
(511.3
|
)
|
|
|
(519.3
|
)
|
Special items, net(3)
|
|
|
(3.8
|
)
|
|
|
(7.6
|
)
|
|
|
(0.6
|
)
|
|
|
(313.1
|
)
|
Operating income (loss)
|
|
|
(19.1
|
)
|
|
|
29.8
|
|
|
|
125.1
|
|
|
|
(110.5
|
)
|
Interest income, net
|
|
|
0.9
|
|
|
|
0.9
|
|
|
|
3.6
|
|
|
|
3.9
|
|
Other income (expense), net
|
|
|
(0.1
|
)
|
|
|
(2.1
|
)
|
|
|
9.3
|
|
|
|
(3.1
|
)
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
(18.3
|
)
|
|
|
$
|
28.6
|
|
|
|
$
|
138.0
|
|
|
|
$
|
(109.7
|
)
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(3)
|
|
|
3.8
|
|
|
|
7.6
|
|
|
|
0.6
|
|
|
|
313.1
|
|
Other non-core items(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
(8.8
|
)
|
|
|
—
|
|
Non-GAAP: Underlying pretax income (loss)
|
|
|
$
|
(14.5
|
)
|
|
|
$
|
36.2
|
|
|
|
$
|
129.8
|
|
|
|
$
|
203.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Historical volumes have been recast to reflect the impacts of
aligning policies on reporting financial volumes as a result of the
Acquisition. See Table 6, "Pro Forma and Actual Worldwide Beer
Volume" for additional information.
|
|
(2)
|
|
Reflects gross segment sales which are eliminated in the
consolidated totals.
|
|
(3)
|
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note
7, "Special Items" of the Form 10-K for detailed discussion of
special items. Special items for the three and twelve months ended
December 31, 2016, includes accelerated depreciation expense of $1.8
million and $7.5 million, respectively, related to the planned
closure of our Burton South brewery in the U.K. Special items for
the three and twelve months ended December 31, 2015, includes
accelerated depreciation expense of $1.4 million related to the
planned closure of our Burton South brewery in the U.K. and $1.0
million related to the closure of our Plovdiv brewery in Bulgaria,
and for the twelve months ended December 31, 2015, includes $21.8
million related to the closure of our Alton brewery in the U.K.
These accelerated depreciation charges are included in our
adjustments to arrive at underlying EBITDA in table 3.
|
|
(4)
|
|
A gain of $8.8 million was recognized in other income (expense)
during the twelve months ended December 31, 2016, for the sale of a
non-operating asset.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 13: Molson Coors International Results of
Operations
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Volume in hectoliters(1)(2)
|
|
|
0.553
|
|
|
|
0.378
|
|
|
|
1.495
|
|
|
|
1.613
|
|
Sales
|
|
|
$
|
65.8
|
|
|
|
$
|
43.5
|
|
|
|
$
|
191.0
|
|
|
|
$
|
177.0
|
|
Excise taxes
|
|
|
(5.8
|
)
|
|
|
(6.6
|
)
|
|
|
(27.4
|
)
|
|
|
(32.5
|
)
|
Net sales
|
|
|
60.0
|
|
|
|
36.9
|
|
|
|
163.6
|
|
|
|
144.5
|
|
Cost of goods sold(3)
|
|
|
(40.5
|
)
|
|
|
(24.8
|
)
|
|
|
(107.1
|
)
|
|
|
(98.6
|
)
|
Gross profit
|
|
|
19.5
|
|
|
|
12.1
|
|
|
|
56.5
|
|
|
|
45.9
|
|
Marketing, general and administrative expenses
|
|
|
(20.6
|
)
|
|
|
(17.2
|
)
|
|
|
(65.3
|
)
|
|
|
(63.9
|
)
|
Special items, net(4)
|
|
|
(0.3
|
)
|
|
|
—
|
|
|
|
(31.1
|
)
|
|
|
(6.4
|
)
|
Operating income (loss)
|
|
|
(1.4
|
)
|
|
|
(5.1
|
)
|
|
|
(39.9
|
)
|
|
|
(24.4
|
)
|
Other income (expense), net
|
|
|
0.1
|
|
|
|
—
|
|
|
|
0.2
|
|
|
|
(0.4
|
)
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
(1.3
|
)
|
|
|
$
|
(5.1
|
)
|
|
|
$
|
(39.7
|
)
|
|
|
$
|
(24.8
|
)
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(4)
|
|
|
0.3
|
|
|
|
—
|
|
|
|
31.1
|
|
|
|
6.4
|
|
Non-GAAP: Underlying pretax income (loss)
|
|
|
$
|
(1.0
|
)
|
|
|
$
|
(5.1
|
)
|
|
|
$
|
(8.6
|
)
|
|
|
$
|
(18.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Historical volumes have been recast to reflect the impacts of
aligning policies on reporting financial volumes as a result of the
Acquisition. See Table 6, "Pro Forma and Actual Worldwide Beer
Volume" for additional information.
|
|
(2)
|
|
Excludes royalty volume of 0.754 million hectoliters and 1.908
million hectoliters for the three and twelve months ended December
31, 2016, and excludes royalty volume of 0.338 million hectoliters
and 1.458 million hectoliters for the three and twelve months ended
December 31, 2015, respectively.
|
|
(3)
|
|
Reflects gross segment purchases which are eliminated in the
consolidated totals.
|
|
(4)
|
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note
7, "Special Items" of the Form 10-K for detailed discussion of
special items.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 14: Corporate Results of Operations
|
($ In millions)
|
(Unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Volume in hectoliters
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Sales
|
|
|
$
|
0.2
|
|
|
|
$
|
0.2
|
|
|
|
$
|
1.0
|
|
|
|
$
|
1.0
|
|
Excise taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net sales
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
1.0
|
|
|
|
1.0
|
|
Cost of goods sold
|
|
|
4.4
|
|
|
|
(5.1
|
)
|
|
|
22.9
|
|
|
|
(14.7
|
)
|
Gross profit
|
|
|
4.6
|
|
|
|
(4.9
|
)
|
|
|
23.9
|
|
|
|
(13.7
|
)
|
Marketing, general and administrative expenses
|
|
|
(91.1
|
)
|
|
|
(38.2
|
)
|
|
|
(225.4
|
)
|
|
|
(113.0
|
)
|
Special items, net(1)
|
|
|
(0.7
|
)
|
|
|
—
|
|
|
|
(0.7
|
)
|
|
|
—
|
|
Operating income (loss)
|
|
|
(87.2
|
)
|
|
|
(43.1
|
)
|
|
|
(202.2
|
)
|
|
|
(126.7
|
)
|
Interest expense, net
|
|
|
(90.9
|
)
|
|
|
(26.3
|
)
|
|
|
(248.0
|
)
|
|
|
(115.9
|
)
|
Other income (expense), net
|
|
|
13.7
|
|
|
|
(6.6
|
)
|
|
|
(47.7
|
)
|
|
|
(5.8
|
)
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
(164.4
|
)
|
|
|
$
|
(76.0
|
)
|
|
|
$
|
(497.9
|
)
|
|
|
$
|
(248.4
|
)
|
Add/(less):
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items, net(1)
|
|
|
0.7
|
|
|
|
—
|
|
|
|
0.7
|
|
|
|
—
|
|
Acquisition and integration related costs(2)
|
|
|
58.1
|
|
|
|
13.9
|
|
|
|
244.0
|
|
|
|
13.9
|
|
Unrealized mark-to-market (gains) and losses(3)
|
|
|
(4.3
|
)
|
|
|
4.9
|
|
|
|
(23.1
|
)
|
|
|
14.1
|
|
Other non-core items(4)
|
|
|
(11.7
|
)
|
|
|
—
|
|
|
|
(11.7
|
)
|
|
|
—
|
|
Non-GAAP: Underlying pretax income (loss)
|
|
|
$
|
(121.6
|
)
|
|
|
$
|
(57.2
|
)
|
|
|
$
|
(288.0
|
)
|
|
|
$
|
(220.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note
7, "Special Items" of the Form 10-K for detailed discussion of
special items.
|
|
(2)
|
|
In connection with the Acquisition, for the three and twelve months
ended December 31, 2016, we have recorded $56.7 million and $108.4
million, respectively, of transaction related costs recorded within
marketing, general & administrative expenses, a gain of $2.5 million
and a loss of $58.9 million, respectively, of derivative losses and
financing costs related to our bridge loan within other income
(expense), and $3.8 million and $76.8 million, respectively, of
financing costs related to our term loan, losses on our swaptions,
and interest income related to our fixed rate deposit and money
market accounts within interest income (expense) net. These interest
income (expense) items are included in our adjustments to arrive at
underlying EBITDA in table 3.
|
|
(3)
|
|
The unrealized changes in fair value on our commodity swaps, which
are economic hedges, are recorded as cost of goods sold within our
Corporate business activities. As the exposure we are managing is
realized, we reclassify the gain or loss to the segment in which the
underlying exposure resides, allowing our segments to realize the
economic effects of the derivative without the resulting unrealized
mark-to-market volatility. The amounts included for the three and
twelve months ended December 31, 2016, and December 31, 2015,
include the unrealized mark-to-market on these commodity swaps.
|
|
(4)
|
|
A gain of $11.7 million was recognized in other income (expense)
during the three and twelve months ended December 31, 2016, for the
sale of a non-operating asset.
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 15: Consolidated Balance Sheets
|
($ In millions, except par value) (Unaudited)
|
|
|
|
|
As of
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Assets
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
560.9
|
|
|
|
$
|
430.9
|
|
Accounts and other receivables:
|
|
|
|
|
|
|
Trade, less allowance for doubtful accounts of $10.7 and $8.7,
respectively
|
|
|
654.4
|
|
|
|
407.9
|
|
Affiliate receivables
|
|
|
15.1
|
|
|
|
16.8
|
|
Other receivables, less allowance for doubtful accounts of $0.6 and
$0.8, respectively
|
|
|
135.8
|
|
|
|
101.2
|
|
Inventories:
|
|
|
|
|
|
|
Finished
|
|
|
213.8
|
|
|
|
139.1
|
|
In process
|
|
|
81.6
|
|
|
|
13.0
|
|
Raw materials
|
|
|
238.5
|
|
|
|
18.6
|
|
Packaging materials
|
|
|
58.8
|
|
|
|
8.6
|
|
Total inventories
|
|
|
592.7
|
|
|
|
179.3
|
|
Other current assets
|
|
|
210.7
|
|
|
|
122.7
|
|
Total current assets
|
|
|
2,169.6
|
|
|
|
1,258.8
|
|
Properties, less accumulated depreciation of $1,499.3 and $1,390.1,
respectively
|
|
|
4,507.4
|
|
|
|
1,590.8
|
|
Goodwill
|
|
|
8,250.1
|
|
|
|
1,983.3
|
|
Other intangibles, less accumulated amortization of $404.0 and
$341.8, respectively
|
|
|
14,031.9
|
|
|
|
4,745.7
|
|
Investment in MillerCoors
|
|
|
—
|
|
|
|
2,441.0
|
|
Other assets
|
|
|
382.5
|
|
|
|
256.7
|
|
Total assets
|
|
|
$
|
29,341.5
|
|
|
|
$
|
12,276.3
|
|
Liabilities and equity
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable and other current liabilities (includes affiliate
payable amounts of $2.1 and $10.6, respectively)
|
|
|
$
|
2,467.7
|
|
|
|
$
|
1,184.4
|
|
Current portion of long-term debt and short-term borrowings
|
|
|
684.8
|
|
|
|
28.7
|
|
Discontinued operations
|
|
|
5.0
|
|
|
|
4.1
|
|
Total current liabilities
|
|
|
3,157.5
|
|
|
|
1,217.2
|
|
Long-term debt
|
|
|
11,387.7
|
|
|
|
2,908.7
|
|
Pension and post-retirement benefits
|
|
|
1,196.0
|
|
|
|
201.9
|
|
Deferred tax liabilities
|
|
|
1,699.0
|
|
|
|
799.8
|
|
Other liabilities
|
|
|
267.0
|
|
|
|
75.3
|
|
Discontinued operations
|
|
|
12.6
|
|
|
|
10.3
|
|
Total liabilities
|
|
|
17,719.8
|
|
|
|
5,213.2
|
|
Molson Coors Brewing Company stockholders' equity
|
|
|
|
|
|
|
Capital stock:
|
|
|
|
|
|
|
Preferred stock, $0.01 par value (authorized: 25.0 shares; none
issued)
|
|
|
—
|
|
|
|
—
|
|
Class A common stock, $0.01 par value per share (authorized: 500.0
shares; issued and outstanding: 2.6 shares and 2.6 shares,
respectively)
|
|
|
—
|
|
|
|
—
|
|
Class B common stock, $0.01 par value per share (authorized: 500.0
shares; issued: 203.7 shares and 172.5 shares, respectively)
|
|
|
2.0
|
|
|
|
1.7
|
|
Class A exchangeable shares, no par value (issued and outstanding:
2.9 shares and 2.9 shares, respectively)
|
|
|
108.1
|
|
|
|
108.2
|
|
Class B exchangeable shares, no par value (issued and outstanding:
15.2 shares and 16.0 shares, respectively)
|
|
|
571.2
|
|
|
|
603.0
|
|
Paid-in capital
|
|
|
6,635.3
|
|
|
|
4,000.4
|
|
Retained earnings
|
|
|
6,119.0
|
|
|
|
4,496.0
|
|
Accumulated other comprehensive income (loss)
|
|
|
(1,545.5
|
)
|
|
|
(1,694.9
|
)
|
Class B common stock held in treasury at cost (9.5 shares and 9.5
shares, respectively)
|
|
|
(471.4
|
)
|
|
|
(471.4
|
)
|
Total Molson Coors Brewing Company stockholders' equity
|
|
|
11,418.7
|
|
|
|
7,043.0
|
|
Noncontrolling interests
|
|
|
203.0
|
|
|
|
20.1
|
|
Total equity
|
|
|
11,621.7
|
|
|
|
7,063.1
|
|
Total liabilities and equity
|
|
|
$
|
29,341.5
|
|
|
|
$
|
12,276.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Brewing Company and Subsidiaries
|
Table 16: Consolidated Statements of Cash Flows
|
($ In millions) (Unaudited)
|
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income (loss) including noncontrolling interests
|
|
|
$
|
1,981.8
|
|
|
|
$
|
362.8
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
Revaluation gain on previously held 42% equity interest in
MillerCoors and AOCI reclassification
|
|
|
(2,965.0
|
)
|
|
|
—
|
|
Inventory step-up in cost of goods sold
|
|
|
82.0
|
|
|
|
—
|
|
Depreciation and amortization
|
|
|
388.4
|
|
|
|
314.4
|
|
Amortization of debt issuance costs and discounts
|
|
|
66.5
|
|
|
|
11.1
|
|
Share-based compensation
|
|
|
29.9
|
|
|
|
18.4
|
|
(Gain) loss on sale or impairment of properties and other assets, net
|
|
|
396.0
|
|
|
|
274.7
|
|
Equity income in MillerCoors
|
|
|
(488.6
|
)
|
|
|
(516.3
|
)
|
Distributions from MillerCoors
|
|
|
488.6
|
|
|
|
516.3
|
|
Equity in net (income) loss of other unconsolidated affiliates
|
|
|
(2.6
|
)
|
|
|
(4.5
|
)
|
Unrealized (gain) loss on foreign currency fluctuations and
derivative instruments, net
|
|
|
(23.5
|
)
|
|
|
16.7
|
|
Income tax (benefit) expense
|
|
|
1,050.7
|
|
|
|
51.8
|
|
Income tax (paid) received
|
|
|
(165.0
|
)
|
|
|
(134.1
|
)
|
Interest expense, excluding interest amortization
|
|
|
262.3
|
|
|
|
116.1
|
|
Interest paid
|
|
|
(162.5
|
)
|
|
|
(98.9
|
)
|
Pension expense
|
|
|
10.0
|
|
|
|
15.3
|
|
Pension contributions (paid)
|
|
|
(12.1
|
)
|
|
|
(256.1
|
)
|
Change in current assets and liabilities (net of impact of business
combinations) and other:
|
|
|
|
|
|
|
Receivables
|
|
|
65.6
|
|
|
|
60.8
|
|
Inventories
|
|
|
(23.2
|
)
|
|
|
10.9
|
|
Payables and other current liabilities
|
|
|
144.9
|
|
|
|
(111.0
|
)
|
Other assets and other liabilities
|
|
|
(0.1
|
)
|
|
|
71.4
|
|
(Gain) loss from discontinued operations
|
|
|
2.8
|
|
|
|
(3.9
|
)
|
Net cash provided by operating activities
|
|
|
1,126.9
|
|
|
|
715.9
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Additions to properties
|
|
|
(341.8
|
)
|
|
|
(275.0
|
)
|
Proceeds from sales of properties and other assets
|
|
|
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
|
|
|
8.5
|
|
|
|
21.3
|
|
Net cash used in investing activities
|
|
|
(12,286.6
|
)
|
|
|
(334.7
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Proceeds from issuance of common stock, net
|
|
|
2,525.6
|
|
|
|
—
|
|
Exercise of stock options under equity compensation plans
|
|
|
11.2
|
|
|
|
34.6
|
|
Dividends paid
|
|
|
(352.9
|
)
|
|
|
(303.4
|
)
|
Payments for purchase of treasury stock
|
|
|
—
|
|
|
|
(150.1
|
)
|
Payments on debt and borrowings
|
|
|
(223.9
|
)
|
|
|
(701.4
|
)
|
Proceeds on debt and borrowings
|
|
|
9,460.6
|
|
|
|
703.3
|
|
Debt issuance costs
|
|
|
(60.7
|
)
|
|
|
(61.8
|
)
|
Net proceeds from (payments on) revolving credit facilities and
commercial paper
|
|
|
(1.1
|
)
|
|
|
3.9
|
|
Change in overdraft balances and other
|
|
|
(40.9
|
)
|
|
|
(56.6
|
)
|
Net cash provided by (used in) financing activities
|
|
|
11,317.9
|
|
|
|
(531.5
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
158.2
|
|
|
|
(150.3
|
)
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
|
|
(28.2
|
)
|
|
|
(43.4
|
)
|
Balance at beginning of year
|
|
|
430.9
|
|
|
|
624.6
|
|
Balance at end of year
|
|
|
$
|
560.9
|
|
|
|
$
|
430.9
|
|
|
|
|
|
|
|
|
|
|
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20170214005479/en/
Source: Molson Coors