| |
|---|
| (a) | Financial Statements, Financial Statement Schedules and Exhibits |
The following are filed or incorporated by reference as a part of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2017, December 31, 2016, and December 31, 2015
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, December 31, 2016, and December 31, 2015
Consolidated Balance Sheets at December 31, 2017, and December 31, 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2017, December 31, 2016, and December 31, 2015
Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2017, December 31, 2016, and December 31, 2015
Notes to Consolidated Financial Statements
| |
|---|
| (2) | Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2017, December 31, 2016, and December 31, 2015 |
| | | | | | | | | | | |
|---|
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | Filed Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 2.1.1 | | | Purchase Agreement, dated as of November 11, 2015, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company. | | 8-K | | 2.1 | | November 12, 2015 | | |
| 2.1.2 | | | Amendment No. 1 to Purchase Agreement, dated as of March 25, 2016, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company. | | 10-Q | | 2.1 | | May 3, 2016 | | |
| 2.1.3 | | | Amendment No. 2 to Purchase Agreement, dated as of October 3, 2016, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company. | | 8-K | | 2.1 | | October 4, 2016 | | |
| 3.1.1 | | | Restated Certificate of Incorporation of Molson Coors Brewing Company. | | Schedule 14A | | Annex G | | December 10, 2004 | | |
| 3.1.2 | | | Amendment to Restated Certificate of Incorporation of Molson Coors Brewing Company. | | 10-Q | | 3.1 | | August 6, 2013 | | |
| 3.2 | | | Third Amended and Restated Bylaws of Molson Coors Brewing Company. | | 10-Q | | 3.1 | | August 4, 2009 | | |
| 4.1.1 | | | Indenture, dated as of May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 8-K | | 4.1 | | May 3, 2012 | | |
| 4.1.2 | | | First Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 8-K | | 4.2 | | May 3, 2012 | | |
| | | | | | | | | | | |
|---|
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | Filed Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 4.1.3 | | | Second Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 10-Q | | 4.8 | | August 8, 2012 | | |
| 4.1.4 | | | Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 8-K | | 4.3 | | June 28, 2016 | | |
| 4.1.5 | | | Fourth Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 10-Q | | 4.9 | | November 1, 2016 | | |
| 4.1.6 | | | Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 10-Q | | 4.10 | | November 1, 2016 | | |
| 4.1.7 | | | Sixth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 10-K | | 4.2.7 | | February 14, 2017 | | |
| 4.1.8 | | | Seventh Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | | | | | | | X |
| 4.2 | | | Form of 3.500% Senior Notes due 2022. | | 8-K | | 4.2 | | May 3, 2012 | | |
| 4.3 | | | Form of 5.000% Senior Notes due 2042. | | 8-K | | 4.2 | | May 3, 2012 | | |
| 4.4 | | | Registration Rights Agreement, dated as of February 9, 2005, among Adolph Coors Company, Pentland Securities (1981) Inc., 4280661 Canada Inc., Nooya Investments Ltd., Lincolnshire Holdings Limited, 4198832 Canada Inc., BAX Investments Limited, 6339522 Canada Inc., Barleycorn Investments Ltd., DJS Holdings Ltd., 6339549 Canada Inc., Hoopoe Holdings Ltd., 6339603 Canada Inc., and The Adolph Coors, Jr. Trust dated September 12, 1969. | | 8-K | | 99.2 | | February 15, 2005 | | |
| 4.5.1 | | | Indenture, dated as of September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 8-K | | 4.1 | | September 18, 2015 | | |
| 4.5.2 | | | First Supplemental Indenture, dated as of September 18, 2015, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 8-K | | 4.2 | | September 18, 2015 | | |
| 4.5.3 | | | Second Supplemental Indenture, dated as of September 18, 2015, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 8-K | | 4.3 | | September 18, 2015 | | |
| 4.5.4 | | | Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 8-K | | 4.2 | | June 28, 2016 | | |
| | | | | | | | | | | |
|---|
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | Filed Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 4.5.5 | | | Fourth Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 10-Q | | 4.3 | | November 1, 2016 | | |
| 4.5.6 | | | Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 10-Q | | 4.4 | | November 1, 2016 | | |
| 4.5.7 | | | Sixth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 10-K | | 4.4.7 | | February 14, 2017 | | |
| 4.5.8 | | | Seventh Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | | | | | | | X |
| 4.6 | | | Form of 2.25% Series 1 Notes due 2018. | | 8-K | | 4.2 | | September 18, 2015 | | |
| 4.7 | | | Form of 2.75% Series 2 Notes due 2020. | | 8-K | | 4.3 | | September 18, 2015 | | |
| 4.8.1 | | | Indenture, dated as of July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 8-K | | 4.1 | | July 7, 2016 | | |
| 4.8.2 | | | First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and paying agent. | | 8-K | | 4.2 | | July 7, 2016 | | |
| 4.8.3 | | | Second Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 8-K | | 4.3 | | July 7, 2016 | | |
| 4.8.4 | | | Third Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 10-Q | | 4.14 | | November 1, 2016 | | |
| 4.8.5 | | | Fourth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 10-Q | | 4.15 | | November 1, 2016 | | |
| 4.8.6 | | | Fifth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | 10-K | | 4.5.6 | | February 14, 2017 | | |
| 4.8.7 | | | Sixth Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | | | | | | | | X |
| 4.9 | | | Form of 1.250% Senior Notes due 2024. | | 8-K | | 4.2 | | July 7, 2016 | | |
| 4.10 | | | Form of 1.450% Senior Notes due 2019. | | 8-K | | 4.3 | | July 7, 2016 | | |
| 4.11 | | | Form of 2.100% Senior Notes due 2021. | | 8-K | | 4.3 | | July 7, 2016 | | |
| | | | | | | | | | | |
|---|
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | Filed Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 4.12 | | | Form of 3.000% Senior Notes due 2026. | | 8-K | | 4.3 | | July 7, 2016 | | |
| 4.13 | | | Form of 4.200% Senior Notes due 2046. | | 8-K | | 4.3 | | July 7, 2016 | | |
| 4.14.1 | | | Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 8-K | | 4.9 | | July 7, 2016 | | |
| 4.14.2 | | | First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 8-K | | 4.10 | | July 7, 2016 | | |
| 4.14.3 | | | Second Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 10-Q | | 4.7 | | November 1, 2016 | | |
| 4.14.4 | | | Third Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 10-Q | | 4.8 | | November 1, 2016 | | |
| 4.14.5 | | | Fourth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | 10-K | | 4.11.5 | | February 14, 2017 | | |
| 4.14.6 | | | Fifth Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | | | | | | | | X |
| 4.15 | | | Form of 2.840% Senior Notes due 2023. | | 8-K | | 4.10 | | July 7, 2016 | | |
| 4.16 | | | Form of 3.440% Senior Notes due 2026. | | 8-K | | 4.10 | | July 7, 2016 | | |
| 4.17.1 | | | Indenture, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | | 8-K | | 4.1 | | March 15, 2017 | | |
| 4.17.2 | | | First Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | | | X |
| 4.18.1 | | | Indenture, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | | 8-K | | 4.4 | | March 15, 2017 | | |
| 4.18.2 | | | First Supplemental Indenture, dated as of January 11, 2018, to the Indenture, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | | | X |
| 4.19 | | | Registration Rights Agreement, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and the initial purchasers named therein. | | 8-K | | 4.6 | | March 15, 2017 | | |
| 4.20 | | | Form of 1.900% Senior Notes due 2019. | | 8-K | | 4.1 | | March 15, 2017 | | |
| 4.21 | | | Form of 2.250% Senior Notes due 2020. | | 8-K | | 4.1 | | March 15, 2017 | | |
| 4.22 | | | Form of Senior Floating Rate Notes due 2019. | | 8-K | | 4.4 | | March 15, 2017 | | |
| | | | | | | | | | | |
|---|
| | | | | | | | | | | |
| | | | | Incorporated by Reference | | | | | | Filed Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 10.1 | * | | Amended and Restated Molson Coors Brewing Company Directors' Stock Plan effective May 31, 2012. | | 10-Q | | 10.7 | | August 8, 2012 | | |
| 10.2.1 | * | | Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. | | 10-Q | | 10.1 | | August 6, 2015 | | |
| 10.2.2 | * | | Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. | | 10-K | | 10.2.2 | | February 14, 2017 | | |
| 10.2.3 | * | | Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. | | 10-K | | 10.2.3 | | February 14, 2017 | | |
| 10.2.4 | * | | Form of Directors DSU Award Statement pursuant to the Amended and Restated Incentive Compensation Plan. | | 10-K | | 10.2.4 | | February 14, 2017 | | |
| 10.2.5 | * | | Form of Directors RSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. | | 10-Q | | 10.6 | | November 7, 2008 | | |
| 10.2.6 | * | | Form of Stock Option pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. | | 10-K | | 10.7.8 | | February 12, 2015 | | |
| 10.3 | * | | Form of Executive Continuity and Protection Program Letter Agreement. | | 10-Q | | 10.7 | | May 11, 2005 | | |
| 10.4 | * | | Molson Coors Brewing Company Amended and Restated Change in Control Protection Program effective January 1, 2008. | | 10-Q | | 10.8 | | August 8, 2012 | | |
| 10.5 | * | | Employment Letter by and between Molson Coors Canada and Stewart Glendinning. | | 10-K | | 10.23 | | February 14, 2014 | | |
| 10.6 | * | | Offer Letter, dated as of September 30, 2016, by and between Peter H. Coors and Molson Coors Brewing Company. | | 8-K | | 10.1 | | October 4, 2016 | | |
| 10.7 | * | | Executive Employment Agreement, dated as of November 5, 2015, by and between MillerCoors, LLC and Gavin D.K. Hattersley. | | 10-Q | | 10.1 | | May 3, 2017 | | |
| 10.8.1 | | | Credit Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the borrowing subsidiaries party thereto, CitiBank, N.A., as administrative agent and a U.S. issuing bank, Bank of America, N.A., as a U.S. issuing bank, The Bank of Tokyo Mitsubishi UFJ, LTD. as a U.S. issuing bank, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and The Bank of Tokyo Mitsubishi UFJ, Ltd. as joint lead arrangers and joint bookrunners, and Bank of America, N.A. and The Bank of Tokyo Mitsubishi UFJ, Ltd. as Co-Syndication Agents. | | 8-K | | 10.1 | | July 13, 2017 | | |
| 10.8.2 | | | Subsidiary Guarantee Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as administrative agent. | | 8-K | | 10.2 | | July 13, 2017 | | |
| 10.8.3 | | | Supplement No. 1, dated as of January 11, 2018, to the Subsidiary Guarantee Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as administrative agent. | | | | | | | | X |
| 10.9 | | | Form of Commercial Paper Dealer Agreement. | | 8-K | | 10.3 | | July 13, 2017 | | |
| 10.10 | * | | Executive Employment Agreement, dated as of November 13, 2014, by and between Molson Coors Brewing Company and Mark R. Hunter. | | 8-K | | 10.1 | | November 18, 2014 | | |
| 10.11 | | | Variation Agreement, dated as of November 12, 2013, by and among Molson Coors Brewing Company and Grupo Modelo SAB de C.V. and certain of their respective affiliates. | | 10-K | | 10.44 | | February 14, 2014 | | |
| 10.12 | * | | Employment letter by and between Molson Coors Brewing Company and Krishnan Anand, dated as of November 2, 2009. | | 10-Q | | 10.1 | | May 7, 2015 | | |
- Represents a management contract or compensatory plan or arrangement.
** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations (ii) the Consolidated Statements of Comprehensive Income (Loss) (iii) the Consolidated Balance Sheets (iv) the Consolidated Statements of Cash Flows (v) the Consolidated Statements of Stockholders' Equity and Noncontrolling Interests (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.
The exhibits at Item 15(a)(3) above are filed or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.
| |
|---|
| (c) | Other Financial Statement Schedules |
SCHEDULE II
MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
| | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | | | | | | | | | | | | | | |
| Balance at beginning of year | | | | Additions charged to costs and expenses | | | | Deductions(1) | | | | Foreign exchange impact | | | | Balance at end of year | | |
| Allowance for doubtful accounts—trade accounts receivable | | | | | | | | | | | | | | | | | | | |
| Year ended: | | | | | | | | | | | | | | | | | | | |
| December 31, 2017 | $ | 10.7 | | | $ | 7.2 | | | $ | (2.0 | ) | | $ | 1.3 | | | $ | 17.2 | |
| December 31, 2016 | $ | 8.7 | | | $ | 4.0 | | | $ | (1.5 | ) | | $ | (0.5 | ) | | $ | 10.7 | |
| December 31, 2015 | $ | 11.5 | | | $ | 2.2 | | | $ | (4.0 | ) | | $ | (1.0 | ) | | $ | 8.7 | |
| Allowance for obsolete supplies and inventory | | | | | | | | | | | | | | | | | | | |
| Year ended: | | | | | | | | | | | | | | | | | | | |
| December 31, 2017 | $ | 8.8 | | | $ | 20.6 | | | $ | (14.5 | ) | | $ | 0.6 | | | $ | 15.5 | |
| December 31, 2016 | $ | 8.5 | | | $ | 4.4 | | | $ | (3.7 | ) | | $ | (0.4 | ) | | $ | 8.8 | |
| December 31, 2015 | $ | 8.0 | | | $ | 4.1 | | | $ | (2.6 | ) | | $ | (1.0 | ) | | $ | 8.5 | |
| Deferred tax valuation account | | | | | | | | | | | | | | | | | | | |
| Year ended: | | | | | | | | | | | | | | | | | | | |
| December 31, 2017 | $ | 901.7 | | | $ | 67.8 | | | $ | (21.1 | ) | | $ | 129.3 | | | $ | 1,077.7 | |
| December 31, 2016 | $ | 824.9 | | | $ | 161.3 | | | $ | (53.6 | ) | | $ | (30.9 | ) | | $ | 901.7 | |
| December 31, 2015 | $ | 105.4 | | | $ | 737.7 | | | $ | (8.2 | ) | | $ | (10.0 | ) | | $ | 824.9 | |
| |
|---|
| (1) | Amounts related to write-offs of uncollectible accounts, claims or obsolete inventories and supplies. Amounts related to the deferred tax asset valuation allowance are primarily due to the utilization of capital loss and operating loss carryforwards and re-evaluations of deferred tax assets. |