01-Nov-2016 Molson Coors Brewing Co. · 2016-11-09 · Please go ahead, sir. ..... David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. Thank you, Laura,

Corrected Transcript

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01-Nov-2016

Molson Coors Brewing Co. (TAP)

Q3 2016 Earnings Call - Follow-up Session

Molson Coors Brewing Co. (TAP) Q3 2016 Earnings Call - Follow-up Session

Corrected Transcript 01-Nov-2016


2 Copyright © 2001-2016 FactSet CallStreet, LLC

CORPORATE PARTICIPANTS

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co.

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co.

Brian Tabolt Chief Accounting Officer & Global Controller, Molson Coors Brewing Co.

Michael J. Rumley Vice President, Global Treasury and FP&A, Molson Coors Brewing Co.

................................................................................................................................................................................................................................

OTHER PARTICIPANTS

Judy E. Hong Analyst, Goldman Sachs & Co.

Priya Ohri-Gupta Analyst, Barclays Capital, Inc.

Mark Swartzberg Analyst, Stifel, Nicolaus & Co., Inc.

Bryan D. Spillane Analyst, Bank of America Merrill Lynch

Brett Cooper Analyst, Consumer Edge Research LLC

Vivien Azer Analyst, Cowen & Co. LLC

Raluca Mihaila Ragab Managing Director, Goldman Sachs Asset Management International Ltd.

................................................................................................................................................................................................................................

MANAGEMENT DISCUSSION SECTION

Operator: Good morning, and welcome to the Molson Coors Brewing Company Third Quarter 2016 Earnings

Follow-up Session Conference Call. All participants will be in listen only mode. [Operator Instructions] After

today's presentation, there will be an opportunity to ask questions. [Operator Instructions]

Now, I will turn the call over to Dave Dunnewald, Global Vice President of Investor Relations for Molson Coors.

Please go ahead, sir. ................................................................................................................................................................................................................................


Thank you, Laura, and good morning, everyone. On behalf of Molson Coors Brewing Company, thank you for

joining us today for our third quarter 2016 follow-up earnings conference call. Our goal on this call is to address as

many additional earnings-related questions as possible following our regular earnings conference call with Mark

Hunter, Mauricio Restrepo, and our business unit CEOs earlier today. We will use a standard question-and-

answer format, and we anticipate that the call will last less than an hour.

Before we begin, I will paraphrase our Safe Harbor language. Some of our discussions today may include

forward-looking statements. Actual results could differ materially from what we project today, so please refer to

our most recent 10-K and 10-Q filings for a more complete description of factors that could affect these

projections.





We do not undertake to publicly update forward-looking statements whether as a result of new information, future

events or otherwise. You should not place undue reliance on forward-looking statements which speak only as of

the date they are made.

Regarding any non-U.S. GAAP measures that we may discuss during the call and from time to time by our

executives in discussing our company's performance, please visit our website, www.molsoncoors.com, and click

on the financial reporting tab of the Investor Relations page for a reconciliation of these measures to the nearest

U.S. GAAP results.

Also, unless otherwise indicated, all financial results we discussed are versus the comparable prior year period

and in U.S. dollars.

So, let's get started with an introduction of the team with me on the call today. First of all, we have Mauricio

Restrepo, CFO; Kevin Kim, Investor Relations Senior Manager; [ph] Alex Goin (2:16) Finance Forecasting

Manager; Erik Mickelson, Technical Accounting Senior Manager; Brian Tabolt, Controller; Mike Rumley,

Treasurer; and Mark Saks, VP of Tax.

Regarding quarterly results, as Mark Hunter mentioned on our regular earnings call this morning, in the third

quarter, we continue to focus on our First Choice ambition, and on building a stronger, broader, and more

premium brand portfolio, underpinned by incremental sales and marketing investments, as we have discussed all

here.

Business highlights for the quarter and year-to-date included increasing net sales revenue per hectoliter on a

constant currency basis in all of our businesses for the quarter and for the year-to-date, increased investments in

our brands globally; Coors Light and Miller Lite again gained share in the U.S. premium light segment for the

quarter, including the highest segment shared gain in three years for Coors Light, 1.2% global volume growth for

Coors Light year-to-date with growth of more than 14% year-to-date outside of North America; fast growth

innovations in key markets including Henry's Hard Soda in the U.S. and Mad Jack in Canada; and global growth

year-to-date in Above Premium through, for example, Doom Bar and other Sharp's craft brands in the U.K.,

Creemore Springs and Belgian Moon in Canada, and four newly acquired brewers in the U.S.; and Above

Premium also included strong growth by Staropramen across Europe outside of its home market and cider

volume increases with Rekorderlig in Europe and Strongbow in Canada.

We – so, kind of on an overall basis, we continue to strengthen our business through improvements to our sales

execution and revenue management capabilities, increased efficiency of our operations, and implementation of

common global systems. This is a historic time in the evolution of Molson Coors. Three weeks ago, we completed

our acquisition of the remaining 58% stake in the MillerCoors' joint venture, along with the Miller global brand

portfolio. We emerge as the world's third largest brewer, bringing together Molson Coors and MillerCoors into a

bigger, better organization.

As one company with an expanded portfolio of iconic brands, we intend to leverage our increased scale,

resources, and synergies as well as combined commercial experience to accelerate our First Choice agenda and

deliver long-term shareholder value.

On the earnings call earlier this morning, Mauricio also shared perspective regarding three new performance

measures, transaction-adjusted EPS, and all-in multi-year cost savings target and an early view of our combined

company underlying free cash flow target for 2017.





In addition to any earnings related questions you may have, we would be happy to answer any questions you

have regarding these new or updated performance metrics. And finally, for your reference, please note that we

have posted full year 2015 and year-to-date 2016 pro forma financial statements on our website that give effect to

the MillerCoors acquisition and the related financings as if those were completed on January 1, 2015.

So, with that as an introduction, I'd like to turn it over – or open it up for questions. Over to you, Laura. ................................................................................................................................................................................................................................

QUESTION AND ANSWER SECTION

Operator: Thank you. [Operator Instructions] And our first question will come from Judy Hong of Goldman

Sachs. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Thank you. Hi, everyone. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Hey, Judy. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Hey, Judy. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Okay. So this is the long anticipated call where we get clarification on the free cash flow guidance. So, I guess

what everyone is kind of trying to reconcile is, you've got $6.11 of transaction-adjusted EPS on 2015; that

translates to roughly $1.32 billion in terms of the implied cash flow number. And then, Mauricio, you're guiding to

$1.1 billion, so it seems like there is a pretty big step-down even after adjusting for cash restructuring charge. So,

can you just help us sort of reconcile kind of how we go from 2015 to 2017 in terms of free cash flow? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. Let's see, let me give you some headlines around that. I don't think I'll be able to reconcile it point by point,

Judy, but what I would say, I guess first of all, is we're really dealing with two different measures here; in a sense

it's like accrual accounting versus cash accounting, said more directly. The free cash flow guidance of $1.1 billion

is truly a cash performance measure. The transaction-adjusted EPS number is not a cash performance measure;

it actually starts with underlying book EPS and then makes two cash adjustments, two kinds of amortization or

cash – and cash tax benefits.

So they're really, how do you say, not directly comparable. The types of differences that you'd see between those

two numbers would be things like pension contributions, cash versus expense, so obviously the pension cash

would be directly reflected in the free cash flow number, but the pension expense number, that would be reflected

in the underlying EPS, which is the base for the transaction-adjusted EPS.





Another example would be capital expenditures versus depreciation and amortization. Third example would be

cash taxes versus book taxes. And we've talked about the – more than $275 million of cash tax benefits

associated with the transaction, but we have not provided guidance on other cash taxes or on book taxes. Now

those are included in the pro formas but we don't – you don't have a specific view from a cash standpoint for the

free cash flow.

And then, finally, capital expenditures needed to capture synergies. As Mauricio mentioned on earlier call, we do

anticipate some incremental CapEx related to the capturing synergies, and those will tend to be loaded more

towards the first two years of the three-year timeframe that we've talked about as far as cost savings go. And, so

that then we can capture the synergies, again, as he mentioned, predominantly in years two and three for those.

Although I would hasten to mention that the other cost savings that we mentioned, non-synergies, in other words,

actually are skewed more towards years one and two of the three-year time period.

Does that give you at least some headlines of why there might be some differences between those two numbers? ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q So, if I can maybe follow-up. So, you would start with, like, a 2015 to $4.64 of underlying book to EPS as a

starting point, and then you would add the $275 million of the cash tax benefit? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. Right, the $4.64 per share is a pro forma full year 2015 number. And then, yes, to that we would add back

the transaction-related amortization, call it, a non-cash item... ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Yeah. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A ...add that back, plus the cash tax benefits of $275 million. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q So, that gets to $1.3 billion roughly. And what do we take out from there? ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Sorry. Judy, hi. This is Mauricio. So, again, remember when you're talking to the $4.64, and then you add those

two items to get back to $6.11, you're not talking about cash flow EPS, you're not talking about cash flow per

share, you're talking about an EPS per share that's been adjusted by those two items. When you and – if that gets

you to $1.3 billion, well, that gets you – then $1.3 billion is not a cash flow number, it would just be an earnings

transaction adjusted number, but it's not a cash flow number. The $1.1 billion is a cash flow number. ................................................................................................................................................................................................................................





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah, these are really apples and oranges. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Okay. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A To bridge this, Judy, you'd really need to know what our pension cash contributions would be, what the CapEx is

going to be. Clearly, we're going to have some incremental CapEx in the early years here as well as things like

cash taxes, that I mentioned earlier. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A So, yeah – so what I was going to add is, I mean, if you conceptually think about it, the starting point for both

numbers obviously is the same because you start from operating income. But then operating income, what you do

is, when you want to calculate your cash flow number, then you have to add back all of the non-cash, the

depreciation, you subtract your CapEx, et cetera, et cetera, et cetera, to get you to a cash flow number. To get to

the earnings number, you just – you go down the P&L and you get from an earnings number. So those two aren't

comparable. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Okay. So, we will always see sort of the similar gap between the transaction-adjusted EPS number versus the

actual free cash flow number, so the 2017 is kind of the new norm from a free cash flow perspective, and we

should think about growing off of that going forward or does the 2017 free cash flow number depressed by either

one-time cash outflow items or underlying operating income being significantly lower year-over-year. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. Thanks, Judy. Two points on that: one, yes there are some one – or there will be some one-time cash use

items in 2017 – we've highlighted CapEx to capture synergies as an example – but second of all, the factors that

essentially drive the difference between a free cash flow number and a transaction-adjusted EPS number, will

move over time. So, I can't tell you whether or not the gap will stay similar to that in the future. What I can say is

we do have some one-time cash uses in 2017. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Okay, that's fair. But I mean I guess the issue is that we're looking at your transaction-adjusted EPS number to

value or at least get a good feel for your underlying earnings power, but if there is a big gap that exists between

your EPS versus free cash flow, the transaction-adjusted EPS number becomes less meaningful, I think, on

people's views. So, I think that's sort of the issue that we're trying to kind of reconcile whether this is just kind of

the new norm or, over time, we will get to kind of an underlying free cash flow number that more resembles the

transaction-adjusted number that we can then assess your underlying free cash flow generation.





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. I think, as I say, without some of the one-time cash uses in 2017, there may be more consistency between

the two, but I'm not going to, how do you say, forecast those for you and whether they'll increase or decrease at

any particular timeframe, because we don't give earnings guidance. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A And again – this is Mauricio, Judy – let me just reemphasize. So definitely the one-time effect of the 2017 CapEx

required to deliver the synergies, well, that's something that's not going to be recurring, so that's going to

obviously increase the free cash flow going forward if you assume all else being equal from a 2017 base.

And then going forward, obviously, all of the accounting and accrual adjustments versus cash adjustments. I

mean, the idea of showing the transaction-adjusted EPS was simply to give a reflection of the earnings capability

of the business once you take that underlying earnings per share and you adjust it for two items that are not

evident when you go back in time and look at the pro forma. Of course, going forward, the $275 million of cash tax

benefit will be hitting your earnings, it's just that as we went back and we were looking at the earnings in 2015,

that's one adjustment that we had to make.

So, at the end of the day, again, one is an accrual and an accounting measure and the other one is a cash flow

measure. Now, in that cash flow of the $1.1 billion, you will have the impact of the additional interest expense, the

additional taxes that are being paid, et cetera, et cetera. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Brian, do you have something to add as well? ................................................................................................................................................................................................................................

Brian Tabolt Chief Accounting Officer & Global Controller, Molson Coors Brewing Co. A Hi, Judy. It's Brian Tabolt, Controller here at Molson Coors. The one thing I just wanted to clarify, I think when

you're looking at the transaction-adjusted EPS, if you recall, I think when we announced the acquisition last year,

one of the key things that we indicated is that the cash tax benefits of, now the $275 million, that will not impact

our EPS on a go-forward basis, so that's why we – but one of the reasons why we wanted to give you the

transaction-adjusted EPS was to give you visibility of those tax benefits that otherwise won't come into t he [ph]

computation (16:11) of our EPS number. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A And they provide, obviously, real value to the company and our shareholders. Go ahead, Judy. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Okay. I think it's a little clear. And then just on the transaction-adjusted EPS the, $6.11 now assumes interest

expense of $250 million that's lower than what you had indicated at the September Conference, so is that one

difference where now the interest expenses is the $250 million and that's kind of what we should be using going-

forward from an interest rates perspective.





Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A That's right. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. That's right. If you look at the pro formas on the website, you'll see that there's transaction-related interest

expense of $250 million that are included in the pro formas and that is a very different number from the interest

expense that we gave you in the May 12 pro formas which is the last time we filed them, and that's what I was

referring to earlier – on earlier call when I mentioned the bridge financing.

However, compared to the Boston Conference pro forma number of, what was that... ................................................................................................................................................................................................................................

Brian Tabolt Chief Accounting Officer & Global Controller, Molson Coors Brewing Co. A $5.72. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A $5.72, yes. Thanks, Brian. As I think you mentioned, Judy, there is a $0.39 change and actually that was due to

three main factors, one of them is the increase in the cash tax benefits that we're seeing, that's about $0.12.

We're also seeing adjustment to both amortization and depreciation, but as you know we strip out book

amortization for transaction-adjusted EPS. However, depreciation we do not strip out and that actually was a

$0.10 improvement via the purchase accounting work that the accounting team has been doing here.

And then, the rest of the difference is related to other purchase accounting adjustments including valuation of

assets and liabilities, things like pension and other property, plant, equipment where they're going to continue to

do their work. And you'll actually, in all likelihood, see additional adjustments – albeit they maybe a bit smaller, but

additional adjustments in future quarters until, in fact, the opening balance sheet is locked down one year from the

close of the transaction. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Got it. Okay. And then lastly just on the $550 million all-in cost saves. So the phasing of that, it sounds to me like

it's evenly spread out over three years at the first part being more skewed to kind of the legacy cost savings and

then year two and year three more from the cost synergies perspective. Is that the understanding? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Well, what we – what you're saying is not inconsistent with what we said on earlier call, which is that, right, the

synergies are loaded more or skewed a bit more toward years two and three. And the pre-existing cost programs

are skewed more toward years one and two. And they're roughly equal size between those two buckets. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Okay. So it's a third, a third, a third, roughly just in terms of the phasing of the total number?





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A I'm not going to narrow down the specifics by year, but, as I say, what you said earlier is not inconsistent with

what we said on the earlier call. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Okay. Okay, I'll get back in the queue. Thank you. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Thanks, Judy. Appreciate the questions. ................................................................................................................................................................................................................................

Operator: And our next question will come from Priya Ohri-Gupta of Barclays. ................................................................................................................................................................................................................................

Priya Ohri-Gupta Analyst, Barclays Capital, Inc. Q Great. Thank you so much for the question. I was hoping that you could help us to understand how we should

think about your deleveraging plan in terms of when we should think – or what sort of a level we should think

about when – determining when you could potentially restart, like, your dividend growth or maybe even consider

some share buybacks? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Sure. Let me give some headlines and then we'll see whether Mauricio or Mike want to add some color to that.

So, our deleveraging plan, obviously, that is our primary focus for capital allocation over the next two years to

three years debt pay down. We want to reduce our debt levels in order to maintain our firm commitment to

investment-grade ratings, and we have a specific plan with the rating agencies to maintain that investment -grade

rating. What I would say as far as specific leverage ratios go, we have not provided one of those publicly, and

what we have said is that our goal over time is to get to solid investment-grade ratings, which are roughly BBB

even.

Oh, sorry, and there was one more other thing for you. You had asked about dividends and buybacks. So, the

dividend, the exact wording that we've used around that is that we will consider our dividend policy, again, right

now it's being held even on a per share basis, per quarter, as we pay down debt. And when debt pay down is well

underway, then we can – we're – we've said that we will be willing to revisit our dividend policy.

Buybacks, we've said that we're not going to consider those until our leverage ratios are considerably lower than

they are right now. We haven't put a specific timeframe around either one of those. ................................................................................................................................................................................................................................

Priya Ohri-Gupta Analyst, Barclays Capital, Inc. Q So how should we think about that pay down is being well underway? I think that's kind of what I'm trying to

understand? ................................................................................................................................................................................................................................





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. So I can't give you a specific outlook on that. What I can say is that, for example, last time we did a

substantial transaction that would be the StarBev transaction in 2012. We, in that instance, had roughly the same

language around buybacks and dividends. And if I recall correctly, about a year and a half after we completed the

transaction, we actually did increase the dividend and put in place a dividend payout ratio. And then buybacks

came later about three years, I believe, later essentially. ................................................................................................................................................................................................................................

Michael J. Rumley Vice President, Global Treasury and FP&A, Molson Coors Brewing Co. A Yeah. And in that interim time, I mean, we experienced a double upgrade, for example, [indiscernible] (22:31)

from S&P, right. So it all went hand-in-hand with regards to the pace at which we were deleveraging versus when

we were evaluating and increasing our dividend... ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. ................................................................................................................................................................................................................................

Michael J. Rumley Vice President, Global Treasury and FP&A, Molson Coors Brewing Co. A ...on share buybacks. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. That's a good add from Mike Rumley, Treasurer. Yeah, as we do today, back in 2012 we had a timeline

and a schedule and a commitment with our rating agencies around debt pay down and deleverage, and we

exceeded that timeframe. And to Mike's point, received the double upgrade, for example, from S&P in a year or

two years after the transaction. ................................................................................................................................................................................................................................

Priya Ohri-Gupta Analyst, Barclays Capital, Inc. Q So it's fair to think about the deleveraging tracks that S&P and Moody's have put out is sort of a base scenario

that we should view as possible in terms of how to think about your deleveraging? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A What I would say is that our – we have specific arrangements and commitments with the rating agencies, and

we'll let their communication stand on their own. From our standpoint, we intend – and we do have a firm amount

to investment-grade ratings, and so we obviously understand how important that is and we intend to meet those

commitments. ................................................................................................................................................................................................................................

Priya Ohri-Gupta Analyst, Barclays Capital, Inc. Q Okay. Thank you. ................................................................................................................................................................................................................................





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Thanks, Priya. ................................................................................................................................................................................................................................

Operator: And the next question comes from Mark Swartzberg of Stifel, Nicolaus. ................................................................................................................................................................................................................................

Mark Swartzberg Analyst, Stifel, Nicolaus & Co., Inc. Q Hey. Good morning again, guys. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Hey, Mark. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Hey, Mark. ................................................................................................................................................................................................................................

Mark Swartzberg Analyst, Stifel, Nicolaus & Co., Inc. Q First, mea culpa, that $1.1 billion you've given us for free cash flow next year is now clear to me that as you said

has one-time costs and CapEx and whereas transaction-adjusted EPS doesn't. So, I was mixing apples and

oranges, so I just want to acknowledge that. And then... ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Okay. Understood. I appreciate the question though. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A But, Mark, this is Mauricio. I wanted – and again, it is very, very important for us to ensure that this is absolutely

clear. So, both – both the transaction adjusted EPS and the free cash flow number that we gave you, both of

those contain these one-time items or these adjustments that have been done because of purchase accounting.

It's just that the $6.11 per share is an accounting number based on accrual; it is based on the P&L. Okay? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A And the $1.1 billion is a cash flow number. So, we start from operating income and then we make all sorts of

adjustments to that number to reflect the actual cash inflows and outflows, so you get to a number of cash flow

which, as you know, the cash flow number is not necessarily the same as the underlying earnings number. ................................................................................................................................................................................................................................





Mark Swartzberg Analyst, Stifel, Nicolaus & Co., Inc. Q Yeah. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A So, the per share number of those two aren't going to be the same. ................................................................................................................................................................................................................................

Mark Swartzberg Analyst, Stifel, Nicolaus & Co., Inc. Q Yeah, understood and appreciate that. And that's the heart of the matter because the way we're going to look at

the stock is ultimately about the cash flow. So $1.1 billion and not that you said, this, but call it, $1.3 billion when

you add back these savings-related expenditures you're making. And my question is, can you point us to anything

else or is there anything else of any size that's one-time in nature, that's a cash expenditure occurring in calendar

2017 that is in that $1.1 billion number.

Because again, it's just – this transaction-adjusted EPS as much as we're all going to put it on FactSet and First

Call and so forth, it's not going to determine how your stock is valued ultimately, it's the free cash. So I'm just

trying to understand if there is anything else besides the money you're spending to get the $350 million – I'm

sorry, the $550 million in savings, the $350 million you're actually spending in cash outlay. Is there anything

besides that and that $1.1 billion that you can call out to us, whether it's a pension contribution, something

unusual in the way of working capital increases, is there anything else you can call out to us or is it indeed just

your best guess on an underlying operations basis? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. So, that's the billion-dollar question... ................................................................................................................................................................................................................................

Mark Swartzberg Analyst, Stifel, Nicolaus & Co., Inc. Q Yeah ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A ...a $1.1 billion, actually. Well done. So, no, actually, Mark – so short answer is, no, I can't provide any specifics.

But you will and I'm not going to front run our annual guidance that we normally provide on our February earnings

call. And so, you may see some additional, how do you say, detail around that because that's where we're

providing, not just cost guidance but also some of the CapEx guidance, also pension cash, and expense plans for

the year, those types of things. So, at this point, I think I would just leave it kind of where I talked about earlier.

There are things like pension, CapEx, depreciation – versus depreciation I should say, that will come into play at

least to some extent, but we're not going to provide any numbers around what that looks like, but you may get

some additional clarity on the fourth quarter call. ................................................................................................................................................................................................................................

Mark Swartzberg Analyst, Stifel, Nicolaus & Co., Inc. Q Fair enough. Great. Okay, that's what I was looking for. Thank you, guys.





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Thanks, Mark. ................................................................................................................................................................................................................................

Operator: And our next question will come from Bryan Spillane of Bank of America. ................................................................................................................................................................................................................................

Bryan D. Spillane Analyst, Bank of America Merrill Lynch Q Hey, good morning, everyone. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Good morning, Bryan. ................................................................................................................................................................................................................................

Bryan D. Spillane Analyst, Bank of America Merrill Lynch Q So, just a shift I guess – just some clarity or clarification on the, I guess, the $6.11 of transaction-adjusted EPS for

2015 or I guess the way I was even looking at it, if I take the first three quarters of 2016, add the 4Q of 2015 to it , I

get to a trailing 12 months of like $6.36.

And in that – I guess, inside that number now, we've got the capital structure and the cost of the capital structure

is included in there. The new effective tax rate for the NewCo, but what – and then what's not in there is whatever

incremental costs there may be related to the MillerCoors International and taking in the Miller brands, and then

obviously whatever underlying growth and/or whatever underlying savings there are. Is that – as we're just trying

to bridge, how we should think about the pieces to move going forward off of a base? Is that the right way to think

about it or is there something else that needs to be included or excluded? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. That's all I can think of except for one addition if anybody around the table here thinks of anything else, but

it also would not include Miller international brands profit, whatever that looks like and, to your point, the costs as

well. ................................................................................................................................................................................................................................

Brian Tabolt Chief Accounting Officer & Global Controller, Molson Coors Brewing Co. A Right. Just to add one other element that's not included in that transaction-adjusted EPS is the deal related

synergies. ................................................................................................................................................................................................................................

Bryan D. Spillane Analyst, Bank of America Merrill Lynch Q Right. Right. So we would effect it for underlying growth, what we ever – what we think happens to synergies. And

then I guess in terms of the Miller brands, there is two pieces, right. We don't see the profits, but we don't see

whatever incremental costs there may be associated with it. ................................................................................................................................................................................................................................





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah, that's right. And I think that's the appropriate way to think about it, because – as we've said, essentially

we're setting up, we have kind of three different approaches to the Miller international brands in the existing areas,

geographies or in geographies where we have existing infrastructure like Canada and the U.K., pretty clear what

we're going to do there, where we have strong existing partnerships, that's relatively easy to sort out as well. And

then in some of the new markets where we don't have infrastructure or existing partners, then essentially you're

building a route to market, a supply chain and everything. And so, what that P&L looks like is something, it's work

in progress. ................................................................................................................................................................................................................................

Bryan D. Spillane Analyst, Bank of America Merrill Lynch Q Okay. And then just one other question related to just free cash flow and more just conceptually. Mauric io, is there

anything about, I guess, the two companies having been separate and now merged that would create any

potential working capital benefits? Or maybe to put it a different way, was there something about the way things

were structured previously that made working capital less efficient and maybe there is a room for cash savings or

working capital improvements going forward? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Thanks, Bryan. Let me give a couple of headlines and then Mauricio may have some additional texture around

that, only partly because I have a history. Yeah, so MillerCoors, well, we have a PACC model here at Molson

Coors, MillerCoors doesn't, strictly speaking, have the PACC model, but they're getting it soon. And Gavin was

one of the primary implementers and developers of – certainly implementers of that in Molson Coors and – but

they've had their own approach to return on invested capital and return on marketing investments and so forth. So

there's not a dramatic difference there, but we'll do some alignment there as with a lot of other pieces of the

business. There are also some relatively limited differences in working capital between the two companies, and

as you can imagine, we'll be exploring any improvements we can make there. Mauricio, is there anything you'd

add to that? ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Yeah. No, I mean the only thing that I would add is to say, I mean, there is really three ways by which we can

improve our free cash flow going forward, that's additional earnings, obviously, improvements in working capital,

and then just a detailed evaluation of discretionary CapEx which we always do through our PACC lens.

And with respect to working capital, I don't think really that there was anything that wasn't there because the

company were separate, nevertheless – and as Dave correctly points out, there's always room for improvement in

working capital. We are looking at some specific initiatives, working very closely with the U.S. team with

MillerCoors, and hopefully, there'll be some interesting benefits coming out of that. ................................................................................................................................................................................................................................

Bryan D. Spillane Analyst, Bank of America Merrill Lynch Q Can you give us the sense, just as a starting point, if you were to even benchmark it versus other companies or

other peer companies, is it – is the working capital or cash conversion in the middle, better, worse than kind of

what you see as you benchmark it?





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah, Bryan. I guess I wouldn't answer that specifically, but what I would say is that we care deeply not only

about the debt pay down, but therefore free cash flow and cash available to pay down debt. And so we do look at

benchmarks, we do look at best practices and we will, how do you say, address or go after any opportunities that

we think are appropriate for our business. But, no, I wouldn't put a specific, call it, number on it. ................................................................................................................................................................................................................................

Bryan D. Spillane Analyst, Bank of America Merrill Lynch Q Okay. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Yeah. And the one thing – the one thing that I would add to that is, it's not enough to simply – I guess as you are

looking at your numbers and comparing to other companies, it's not really enough to look at what companies do

with respect to working capital. And because there is always a financial component to that, especially if you think

about your payables or your receivables, you would have to be able to understand what the other side of the

equation is that it's not hitting your balance sheet, but it's actually hitting your P&L in the sense that you may think,

for example, that in your – I don't know, the way that you manage your payables, you're being very inefficient, but

that's not the complete picture until you understand, what is the financial benefit that the company would be

obtaining in so doing. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A And oftentimes, there's a trade-off between... ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Exactly. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A ...the length of terms and the cost of terms. So... ................................................................................................................................................................................................................................

Bryan D. Spillane Analyst, Bank of America Merrill Lynch Q Okay. That's helpful. I'll get back in the queue. Thanks, guys. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Okay. Thanks, Bryan. ................................................................................................................................................................................................................................

Operator: And next we have a question from Brett Cooper of Consumer Edge Research. ................................................................................................................................................................................................................................





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Hey, Brett. ................................................................................................................................................................................................................................

Brett Cooper Analyst, Consumer Edge Research LLC Q Hey, Dave. Just quickly, we've been talking about cash flow, is there something that has structurally changed in

the business, if you look at for the past five years versus going forward in terms of productivity, whether you start

from operating income or start from net income? And this isn't a 2017 question, this is – the ability to turn

operating income or pre-tax income or net income into cash flow, is there – and I'm not asking specifically to

2017, but if I'm thinking sort of past five years, next five years, is there something that has changed in terms of

being able to turn, if you start with operating income into cash flows? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A One thing that comes to mind is substantial improvements in our working capital that we've done since 2012, you

– particularly if you're just looking at the – if you're looking at the P&L versus the cash flow statement,

amortization expense is very different today than what it was a few years ago, obviously we're trying to help you

with that, with the transaction-adjusted EPS number. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Yeah. And let me add something here that I – I'm hoping for all of you on the call will be useful and in painting a

mental picture of the cash flow. And this analysis, I'll just do kind of the top of my head again, sort of the back of

the envelope analysis. So, if you look historically at the capacity to generate free cash flow of the Molson Coors

business, and then you look at the capacity to generate cash flow of the MillerCoors business and you put the two

together historically, and you say, okay, well, that roughly gives me between $1.3 billion, $1.4 billion. And

obviously, you guys are looking and saying, Jesus, but these guys are reporting the $1.1 billion, so what's

happening there?

So, just back of the envelope analysis, you take the $1.3 billion, $1.4 billion, okay, you add the $275 million of

benefit that you are getting there. So you are getting around $1.6 billion of cash generation. But – now we're

paying $250 million per year more of interest, okay? So, you have to deduct that from the $1.6 billion, you get to

$1.35 billion, okay? And, in addition, you're paying more taxes, because we own the other 58% of MillerCoors.

So, of your $1.35 billion, deduct another $200 million, that gives you about $1.15 billion. There you go. That's

roughly from a cash flow perspective how I would look at, okay, how does the $1.1 billion compared to what

should be the norm, the sort of "normalized" cash flow generation potential of the two separate business if you

just added the two together. ................................................................................................................................................................................................................................

Brett Cooper Analyst, Consumer Edge Research LLC Q Okay. Thank you. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Yep.





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Okay. Thanks, Brett. ................................................................................................................................................................................................................................

Operator: [Operator Instructions] And, our next question will come from Vivien Azer of Cowen & Co. ................................................................................................................................................................................................................................

Vivien Azer Analyst, Cowen & Co. LLC Q Hi, Dave, Mauricio and team. How are you? ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co. A Hi, Vivien. How are you? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Hi Vivien. Glad you are with us. ................................................................................................................................................................................................................................

Vivien Azer Analyst, Cowen & Co. LLC Q Thanks. Mauricio, that walkthrough that you just did, I think was incredibly helpful and I think probably what

everyone was looking for. Just to double-click on that, so, if we think about that math, then it would seem then that

from a 2015 pro forma free cash flow, like, where would that – how would that look? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A They're in the... ................................................................................................................................................................................................................................

Vivien Azer Analyst, Cowen & Co. LLC Q Is it in the disclosure? We haven't gone through the whole thing yet. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. No, you haven't – and that's understandable. But, yeah, they are in those very detailed spreadsheet you'll

see on our website. ................................................................................................................................................................................................................................

Vivien Azer Analyst, Cowen & Co. LLC Q Okay. Perfect. Thank you for that. And then just, Dave, a separate question, beyond the cost savings, it seems

pretty clear to me that the profit target in terms of getting local currency profits flat on a per hectoliter basis for

Molson Coors International is off the table given what's happening in India. But, how do we think about that

heading into 2017, please? ................................................................................................................................................................................................................................





David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. So the MCI business has not – how do you say, we have not said anything additional about MCI getting to

flat profits this year, beyond what we've said on our last earnings call which is that they – if you exclude the Bihar

alcohol prohibition, which nobody expected, starting in April of this year as well as the FX since 2013, which we've

been talking about for years, then the MCI businesses goal for 2016 was to get to profitability excluding the Mil ler

international brands and we have not changed that guidance. ................................................................................................................................................................................................................................

Vivien Azer Analyst, Cowen & Co. LLC Q Okay. Perfect. Thank you very much. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Thanks. ................................................................................................................................................................................................................................

Operator: Our next question comes from Bharat Garg of Goldman Sachs. Bharat, your line has been opened. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Bharat? ................................................................................................................................................................................................................................

Operator: Is it possible your phone is on mute? ................................................................................................................................................................................................................................

Raluca Mihaila Ragab Managing Director, Goldman Sachs Asset Management International Ltd. Q Hi. It's actually Raluca Ragab for Bharat. We have a question on the tax rate, that you're saying you're paying

higher taxes, presumably MillerCoors was paying taxes by buying the rest of the operation, the free cash flow

wouldn't add higher taxes in the operation. Could you maybe clarify those extra taxes you are about to pay and

actually you would get some relief on the – because of the higher leverage? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah. Thank you for the question. Actually – and I'm glad you asked that because it may not be obvious to a lot of

folks. The – when we bought the other 58% of MillerCoors, that increases significantly our exposure to in profits

and cash flow, although we're really talking about profits here, because book tax rate that we're talking about

increases our exposure to the U.S. business and, call it, industry, and corporate income tax rate which is among

the highest in the world. And so, because of the – I guess, simple migration of pre-tax income in the direction of

U.S. exposure, that results in higher average blended tax rate.

Now, to start with, though, on the 58% of the MillerCoors business that we're buying, we did not pay corporate

income taxes on that portion, SABMiller, out of London paid whatever taxes were due on that via their situation.

We paid taxes on the 42% of the MillerCoors, portion of the MillerCoors that we owned. Now our income tax rate

on average, we expect to be somewhat higher, in fact the guidance has changed from 18% to 22% for 2016

without the transaction, to 25% to 28% in future years, all else being equal, no changes in tax rates and those





types of things. So, you get 25% to 28% on a longer-term basis, including the other 58% of MillerCoors. So, you

can tell at several percentage points higher than what we have with the pre-existing shape of the business.

And if you look – Kevin reminded me, if you look at the pro forma tables on the website, you can see a pro forma

tax rate of around 25% for the 2015 full-year pro forma number. So, there you go, I mean, the tax – the effective

tax rate in the pro formas is in that 25% to 28% range that we've been talking about. ................................................................................................................................................................................................................................

Raluca Mihaila Ragab Managing Director, Goldman Sachs Asset Management International Ltd. Q Thank you. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Does that help? You're welcome. ................................................................................................................................................................................................................................

Raluca Mihaila Ragab Managing Director, Goldman Sachs Asset Management International Ltd. Q Yes, thanks. ................................................................................................................................................................................................................................

Operator: And next we have a follow up question from Judy Hong of Goldman Sachs. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Hey, thanks for taking the follow up. So, on the Miller International contribution, so I understand we're not going to

incorporate any profit contribution. But just in terms of volume and revenue, because I think you had given the

2014 numbers. But just wanted to get a better sense of kind of what the run rate is from a volume and revenue

standpoint? And then, for Canada piece, specially, just given that you've gotten that extra volume going into that

part of the business, should we actually assume better leverage as from a margin perspective, now that you can

absorb more of the volume to your cost structure? ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A Yeah, good question, Judy. On the – so Miller International volume, we said is part of the transaction

communication that we – that was about 3.2 million hectoliters per year, and we have not changed that point of

view. From a revenue standpoint, we've never provided guidance because actually that would determine on or

would be determined by the route to market of the brands in dozens of markets around the world. So, for

example, in a licensed market, you have different revenue from a royalty market versus a wholly -owned market,

the amount of revenue. So we have not provided a number on that one. I would put that in the buc ket of to-be-

determined similar to some of the comments that Mark made on earlier call today.

From a Canada standpoint, that is an interesting one. When the brands were bought, the rights of the brands in

Canada were bought from us, what, a year and half ago or so, they always said about the size of the Miller brands

in Canada was mid-single-digit percent of our Canada volume. We have not updated that, and that would be

subject to the performance of those brands over the last year and a half under SABMiller. And so, we'll see what

that looks like from a volume standpoint. And would that provide additional leverage specific to your question,





we'll see. We'll see which brands will be produced locally versus imported or what. In other words, that will be one

of the details that we'll sort out with you over time. ................................................................................................................................................................................................................................

Judy E. Hong Analyst, Goldman Sachs & Co. Q Got it. Okay. All right, thank you. ................................................................................................................................................................................................................................

David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. A And one thing, we're not talking about the profit, but Brian made a good point that we do have purchase price

protection on the Miller – purchases of Miller international brands as they existed in the SAB system. If the profit

trailing 12 months EBITDA is less than $70 million for that 12-month time period, then there will be a purchase

price adjustment that we would negotiate with ABI, and it's at a ratio of roughly 11.3 times. ................................................................................................................................................................................................................................

Operator: And this concludes our question-and-answer session. I would like to turn the conference back over to

Dave Dunnewald for any closing remarks. ................................................................................................................................................................................................................................


Great. Thanks, Laura. I think Mauricio had one additional comment, and then we'll close. ................................................................................................................................................................................................................................

Mauricio Restrepo Pinto Chief Financial Officer, Molson Coors Brewing Co.

Yes, thank you. Thank you, Dave. Just as a final comment, and I think just going back to Vivien's question in

terms of whether we had pro forma 2015 cash flows, I mean in the pro formas that you will find on the website,

there's a lot of detail quarter-by-quarter since 2015, 2016. However, there is no pro forma 2015 cash flow that will

tie to your $1.1 billion. Nevertheless because the information is there, I just want to make your life easier, you

guys. I mean, it's an exercise that you can try to do yourselves in the sense that you know what the underlying

free cash flow was for both businesses. So the same exercise that I did for 2017, you yourselves can do for 2015.

So you just add the underlying free cash flows of both businesses and with MillerCoors at 100% as well. To that,

you add the $275 million of annual tax benefit. From that, you deduct the $200 million of additional tax and the

$250 million of additional interest. The only little piece that you wouldn't have is the CapEx that will be spend in

2017 to obtain the synergies. But other than that, the calculation is exactly the same. So that's all I want to say,

Dave. Thanks. ................................................................................................................................................................................................................................


Yeah. Great. Great. Thanks, Mauricio. Well, in closing, I'd like to thank all of you for your interest in Molson Coors

and for joining us today. If you have additional questions that we did not cover during our time today, please call

Kevin Kim or me on our direct lines or at the main number here at Molson Coors which is 303-927-BEER or 927-

2337. Thank you again and have a great day. ................................................................................................................................................................................................................................

Operator: The conference is now concluded. Thank you for attending today's presentation. You may now

disconnect.





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Documents

01-Nov-2016 Molson Coors Brewing Co. · 2016-11-09 · Please go ahead, sir. ..... David Dunnewald Global Vice President-Investor Relations, Molson Coors Brewing Co. Thank you, Laura,