Acquisition and Investments | Acquisition and Investments Acquisition On October 11, 2016 , we completed the Acquisition for $12.0 billion in cash, subject to a downward purchase price adjustment as described in the purchase agreement. This purchase price "Adjustment Amount," as defined in the purchase agreement, required payment to MCBC if the unaudited EBITDA for the Miller International Business for the twelve months prior to closing was below $70 million . On January 21, 2018, MCBC and ABI entered into a settlement agreement related to the purchase price adjustment under the purchase agreement. Subsequently, on January 26, 2018, pursuant to the settlement agreement, ABI paid to MCBC $330.0 million , of which $328.0 million constitutes the Adjustment Amount. This settlement occurred following the finalization of purchase accounting and, as a result, we expect the settlement proceeds related to the Adjustment Amount to be recorded as a gain within special items, net in our consolidated statement of operations for the three months ended March 31, 2018. Therefore, the amount will not impact the fair value of consideration transferred for the purpose of the previously disclosed purchase accounting. MCBC and ABI also agreed to certain mutual releases as further described in the settlement agreement which was filed as an exhibit to a Current Report on Form 8-K filed January 22, 2018. Prior to the Acquisition, MCBC owned a 50% voting and 42% economic interest in MillerCoors and MillerCoors was accounted for under the equity method of accounting. Following the completion of the Acquisition, MillerCoors, which was previously a joint venture between MCBC and SABMiller, became a wholly-owned subsidiary of MCBC and its results were fully consolidated by MCBC prospectively beginning on October 11, 2016 . The operating results of MillerCoors are reported in our U.S. segment and the operating results of the international Miller brand portfolio are reported in our Canada segment, Europe segment and International segment. Additionally, effective January 1, 2017, the results of the MillerCoors Puerto Rico business, which were previously reported as part of the U.S. segment, are reported within the International segment. See Note 3, "Segment Reporting" for more information on our reporting segments. Under the acquisition method of accounting, MCBC recorded all assets acquired and liabilities assumed at their respective acquisition-date fair values. The excess of total consideration, including the estimated fair value of our previously held equity interest in MillerCoors, over the net identifiable assets acquired and liabilities assumed was recorded as goodwill. During 2017, we recorded adjustments to our preliminary purchase price allocation, primarily related to the recognition of certain deferred tax assets, partially offset by the recognition of certain accrued liabilities. The net impact of these changes was a decrease to goodwill of $92.1 million . There were no other changes to our allocated amounts during 2017, and our purchase price allocation is now finalized. Separately, early in the fourth quarter of 2017, and prior to the completion of our one year measurement period, we completed the allocation of goodwill to our reporting units, with the goodwill predominantly assigned to the U.S. reporting unit, and a portion allocated to the Canada and Europe reporting units. See Note 11, "Goodwill and Intangible Assets" for further information. We have elected to treat the Acquisition as an asset acquisition for U.S. tax purposes and accordingly currently expect to receive substantial tax benefits for the first 15 years following the close of the Acquisition. The assets and liabilities acquired in connection with the Acquisition related to the remaining 58% ownership were stepped up to fair value for tax purposes and thus the carrying value of these assets and liabilities related to the purchase price for the 58% interest primarily equals the tax basis as of the acquisition date. The total cash paid to ABI in October 2016 to complete the Acquisition, net of cash acquired of $39.0 million , is presented as a cash outflow within investing activities during 2016. Additionally, cash flows provided by operating activities during 2016 include outflows of $90.3 million primarily related to transaction and other acquisition costs. See Note 9, "Earnings Per Share" for details related to our February 3, 2016, equity offering completed in relation to the Acquisition and Note 12, "Debt" and Note 17, "Derivative Instruments and Hedging Activities" for details related to the financing and hedging strategies completed in relation to the Acquisition. Our fiscal year 2016 consolidated statement of operations includes net sales and income from continuing operations before taxes of approximately $1.6 billion and $3.1 billion , respectively, attributable to MillerCoors since the Acquisition date. The income from continuing operations includes the net gain of approximately $3.0 billion related to the Acquisition as discussed below. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information gives effect to the Acquisition and the completed financing as if they were completed on January 1, 2015, the first day of our 2015 fiscal year and the pro forma adjustments are based on items that are factually supportable, are directly attributable to the Acquisition, and are expected to have a continuing impact on MCBC's results of operations. The unaudited pro forma financial information has been calculated after applying MCBC’s accounting policies and adjusting the historical results of MillerCoors to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from January 1, 2015, together with the consequential tax effects. Pro forma adjustments have been made to remove non-recurring transaction-related costs included in historical results as well as to reflect the incremental interest expense to be prospectively incurred on the debt and term loans issued to finance the Acquisition, in addition to other pro forma adjustments. See the below table for significant non-recurring costs. Also, see Note 5, "Other Income and Expense" and Note 12, "Debt" for details related to financing-related expenses incurred. Additionally, the following unaudited pro forma financial information does not reflect the impact of the acquisition of the Miller global brand portfolio and other assets primarily related to the Miller International Business as we are not able to estimate the historical results of operations from this business and have concluded, based on the limited information available to MCBC, that it is insignificant to the overall Acquisition. The purchase price allocation reflects estimated value allocated to the Miller global brand portfolio reported within identifiable intangible assets subject to amortization. The unaudited pro forma financial information below does not reflect the realization of any expected ongoing synergies relating to the integration of MillerCoors. Further, the unaudited pro forma financial information should not be considered indicative of the results that would have occurred if the Acquisition and related financing had been consummated on January 1, 2015, nor are they indicative of future results. Net income from continuing operations attributable to MCBC, net income attributable to MCBC and the related basic and diluted per share amounts for 2016 and 2015 have been revised to reflect the retrospective application of our change in accounting policy as discussed in Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" . For the years ended December 31, 2016 December 31, 2015 (in millions) Net sales $ 10,983.2 $ 11,238.1 Net income from continuing operations attributable to MCBC $ 294.6 $ 578.3 Net income attributable to MCBC $ 291.8 $ 582.2 Net income from continuing operations attributable to MCBC per share: Basic $ 1.37 $ 2.69 Diluted $ 1.36 $ 2.67 For the years ended December 31, 2016, and December 31, 2015, the following non-recurring charges (benefits) directly attributable to the Acquisition were made as adjustments to our pro forma results to remove the impact from our historical operating results within the below noted line items. For the years ended December 31, 2016 December 31, 2015 (In millions) Non-recurring charges (benefits) Location Recognition of inventory fair value step-up $ 82.0 $ — Cost of goods sold Revaluation gain on previously held 42% equity interest in MillerCoors and AOCI loss reclassification $ (2,965.0 ) $ — Special items, net Other transaction-related costs $ 79.7 $ 6.9 Marketing, general and administrative expenses Bridge loan - amortization of financing costs $ 63.4 $ 6.9 Other income (expense) Foreign currency forwards and transactional foreign currency - net gain $ (4.5 ) $ — Other income (expense) Term loan - commitment fee $ 4.0 $ 0.1 Interest expense, net Swaption - unrealized loss $ 36.4 $ — Interest expense, net Interest income earned on money market and fixed rate deposit accounts $ (19.0 ) $ — Interest income, net Fair Value of Consideration Transferred The purchase consideration was comprised of the following (in millions): Total cash consideration $ 12,000.0 Replacement share-based awards issued in conjunction with Acquisition (1) 46.4 Elimination of MCBC's net payable to MillerCoors (2) (8.0 ) Total consideration $ 12,038.4 Previously held equity interest in MillerCoors (3) 6,090.0 Total consideration and value to be allocated to net assets $ 18,128.4 (1) In connection with the Acquisition, MCBC issued replacement share-based compensation awards to various MillerCoors' employees who had awards outstanding under the historical MillerCoors share-based compensation plan. The fair value of the replacement awards associated with services rendered through the date of the Acquisition was recognized as a non-cash component of the total purchase consideration. See Note 14, "Share-Based Payments" for further information. (2) Represents the net payable owed by MCBC to MillerCoors as of the closing date which became an intercompany payable upon completion of the Acquisition. (3) The acquisition of MillerCoors is considered a step acquisition, and accordingly, we remeasured our pre-existing 42% equity interest in MillerCoors immediately prior to completion of the Acquisition to its estimated fair value of approximately $6.1 billion . As a result of the remeasurement, we recorded a net gain of approximately $3.0 billion within special items, net during the fourth quarter of 2016, representing the excess of the approximate $6.1 billion estimated fair value of our pre-existing 42% equity interest over its transaction date carrying value of approximately $2.7 billion . This net gain also includes the reclassification of our accumulated other comprehensive loss related to our previously held equity interest of $458.3 million in the fourth quarter of 2016 as further discussed below. Additionally, related to this revaluation gain, we recorded deferred income tax expense and a corresponding deferred tax liability of approximately $1.1 billion during the fourth quarter of 2016. As discussed above, our revaluation gain is net of a loss of $458.3 million related to the reclassification of our historical AOCI related to our 42% interest in MillerCoors, thereby removing the historical balance from our balance sheet. The reclassified AOCI loss is related to historical net unrealized losses on derivative positions previously designated by MillerCoors as cash flow hedges and historical pension and other postretirement benefit actuarial losses. The associated income tax benefit of $200.1 million related to this reclassified AOCI loss was recorded as a component of the income tax benefit (expense) line item on the consolidated statement of operations for the year ended December 31, 2016. Allocation of Consideration Transferred The acquisition of MillerCoors was reflected in our consolidated financial statements as a step acquisition using the acquisition method of accounting. As such, we remeasured our pre-existing 42% equity interest in MillerCoors to fair value as discussed above. The fair value measurement of our previously held equity interest immediately prior to the completion of the Acquisition is based on significant inputs not observable in the market, and thus represents a Level 3 measurement. Specifically, the approach used in determining the fair value of our pre-existing 42% equity interest in MillerCoors, while considering an allocation of the total $12.0 billion purchase price attributable to the Acquisition and the nature of the Acquisition, also incorporated an income valuation approach using inputs including discount rate and terminal growth rate. Under the acquisition method, MCBC recorded all assets acquired and liabilities assumed at their respective acquisition-date fair values. The excess of total consideration, including the estimated fair value of our previously held equity interest in MillerCoors, over the net identifiable assets acquired and liabilities assumed was recorded as goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Acquisition date (in millions): Total current assets (1) $ 1,061.8 Property, plant and equipment (2) 2,998.9 Other intangible assets (3) 9,875.0 Other assets (4) 462.3 Total current liabilities (1,190.1 ) Pension and postretirement benefits (1,009.7 ) Other non-current liabilities (208.3 ) Total identifiable net assets acquired $ 11,989.9 Goodwill (5) 6,323.5 Fair value of noncontrolling interests (6) (185.0 ) Total consideration and value to be allocated to net assets $ 18,128.4 (1) Includes inventories of $505.4 million , trade receivables of $344.3 million , other receivables of $40.2 million as well as cash acquired of $39.0 million . The fair value of inventories was determined based on the estimated selling price of the inventory less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. The estimated step-up in fair value of inventory of $82.0 million increased cost of goods sold over approximately one month as the acquired inventory was sold. For all other current assets acquired, the fair values approximate the carrying values. (2) The fair value of property, plant and equipment was determined by using certain estimates and assumptions that are not observable in the market and thus represent a Level 3 measurement. The fair value and remaining useful life of property, plant and equipment are estimated as follows: Fair value Remaining useful life (In millions) (Years) Land $ 156.8 N/A Buildings and improvements 413.0 3-40 Machinery and equipment 1,927.7 3-25 Software 152.4 1-5 Returnable containers 89.8 1-15 Construction in progress 259.2 N/A Acquired property, plant and equipment $ 2,998.9 (3) The fair value of identifiable intangible assets was estimated using significant assumptions that are not observable in the market and thus represent a Level 3 measurement. The excess earnings approach was primarily used and significant assumptions included the amount and timing of projected cash flows, a discount rate selected to measure the risk inherent in the future cash flows, and the assessment of the asset’s life cycle, including competitive trends and other factors. The fair value and remaining useful life of identifiable intangible assets was estimated as follows: Fair value Remaining useful life (In millions) (Years) Brands not subject to amortization $ 7,320.0 Indefinite Brands subject to amortization 2,030.0 10-30 Other intangible assets not subject to amortization 320.0 Indefinite Other intangible assets subject to amortization 205.0 2-40 Total acquired identifiable intangible assets $ 9,875.0 Brands not subject to amortization include the Coors and Miller families of brands in the U.S. Brands subject to amortization include certain brands in the U.S. and the Miller global brand portfolio. Other intangible assets not subject to amortization include water rights. Other intangible assets subject to amortization include certain distribution rights, naming rights and favorable contracts. (4) Includes estimated deferred tax assets of approximately $430 million which were presented as non-current deferred tax liabilities upon consolidation by MCBC due to jurisdictional netting. (5) The goodwill arising from the Acquisition is primarily attributable to expected improvements to our global scale and agility, operational synergies and acceleration of the MCBC growth strategy, as well as the assembled workforce. We have predominantly allocated the goodwill generated in the Acquisition to our U.S. reporting unit, with a portion allocated to the Canada and Europe reporting units. All of the tax basis goodwill generated in the Acquisition is expected to be deductible for U.S. federal and state tax purposes. (6) MillerCoors has jointly held interests in multiple entities that are fully consolidated. The related fair value of the noncontrolling interest in each entity was estimated by applying the market and income valuation approaches. The fair value of MillerCoors' noncontrolling interest was estimated using significant assumptions that are not observable in the market and thus represent a Level 3 measurement. Summarized financial information for MillerCoors for the periods prior to the Acquisition, under the equity method of accounting, is as follows: Condensed Balance Sheets As of October 10, 2016 (In millions) Current assets $ 977.9 Non-current assets 9,247.8 Total assets $ 10,225.7 Current liabilities $ 1,140.8 Non-current liabilities 1,244.7 Total liabilities 2,385.5 Noncontrolling interests 17.9 Owners' equity 7,822.3 Total liabilities and equity $ 10,225.7 The following represents our proportionate share in MillerCoors' owners' equity and reconciliation to our investment in MillerCoors prior to the Acquisition: As of October 10, 2016 (In millions, except percentages) MillerCoors' owners' equity $ 7,822.3 MCBC's economic interest 42 % MCBC's proportionate share in MillerCoors' owners' equity 3,285.4 Difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors (1) (653.7 ) Accounting policy elections 35.0 Investment in MillerCoors $ 2,666.7 (1) Prior to October 11, 2016 , our net investment in MillerCoors was based on the carrying values of the net assets contributed to the joint venture which was less than our proportionate share of underlying equity ( 42% ) of MillerCoors (contributed by both Coors Brewing Company ("CBC"), a wholly-owned subsidiary of MCBC, and Miller Brewing Company). This basis difference, with the exception of certain non-amortizing items (goodwill, land, etc.), was being amortized as additional equity income over the remaining useful lives of the contributed long-lived amortizing assets. Upon completion of the Acquisition on October 11, 2016 , we derecognized the remaining basis difference balance along with our pre-existing equity investment in MillerCoors in the fourth quarter of 2016. Results of Operations For the period January 1 through October 10 For the year ended 2016 December 31, 2015 (In millions) Net sales $ 6,125.4 $ 7,725.5 Cost of goods sold (3,457.4 ) (4,547.5 ) Gross profit $ 2,668.0 $ 3,178.0 Operating income (1) $ 1,169.2 $ 1,239.2 Net income attributable to MillerCoors (1) $ 1,157.2 $ 1,217.8 (1) Results include net special charges primarily related to the closure of the Eden, North Carolina, brewery. For the pre-Acquisition periods of January 1, 2016, through October 10, 2016, MillerCoors recorded net special charges of $85.6 million , including $103.2 million of accelerated depreciation in excess of normal depreciation associated with the closure of the Eden brewery, and a postretirement benefit curtailment gain related to the closure of Eden of $25.7 million . Results for 2015 include special charges related to the closure of the Eden brewery, including $61.3 million of accelerated depreciation in excess of normal depreciation associated with the brewery, and $6.4 million of severance and other charges. MillerCoors also recorded special charges in 2015 of $42.4 million related to an early settlement of a portion of its defined benefit pension plan liability. The following represents our proportionate share in net income attributable to MillerCoors reported under the equity method of accounting prior to the Acquisition: For the period January 1 through October 10 For the year ended 2016 December 31, 2015 (In millions, except percentages) Net income attributable to MillerCoors $ 1,157.2 $ 1,217.8 MCBC's economic interest 42 % 42 % MCBC's proportionate share of MillerCoors' net income 486.0 511.5 Amortization of the difference between MCBC's contributed cost basis and proportionate share of the underlying equity in net assets of MillerCoors 3.3 4.6 Share-based compensation adjustment (1) (0.7 ) 0.2 U.S. import tax benefit (2) 12.3 — Equity income in MillerCoors $ 500.9 $ 516.3 (1) The net adjustment is to eliminate all share-based compensation impacts related to pre-existing SABMiller equity awards held by former Miller Brewing Company employees employed by MillerCoors, as well as to add back all share-based compensation impacts related to pre-existing MCBC equity awards held by former MCBC employees who transferred to MillerCoors. (2) Represents a benefit associated with an anticipated refund to CBC of U.S. federal excise tax paid on products imported by CBC based on qualifying volumes exported by CBC from the U.S. The anticipated refund is recorded within other non-current assets on the consolidated balance sheet as of December 31, 2017. Investments Our investments include both equity method and consolidated investments. Those entities identified as variable interest entities have been evaluated to determine whether we are the primary beneficiary. The VIEs included under "Consolidated VIEs" below are those for which we have concluded that we are the primary beneficiary and accordingly, consolidate these entities. None of our consolidated VIEs held debt as of December 31, 2017 , or December 31, 2016 . We have not provided any financial support to any of our VIEs during 2017 that we were not previously contractually obligated to provide. Amounts due to and due from our equity method investments are recorded as affiliate accounts payable and affiliate accounts receivable. See below under "Affiliate Transactions" for further details. Authoritative guidance related to the consolidation of VIEs requires that we continually reassess whether we are the primary beneficiary of VIEs in which we have an interest. As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation. As of December 31, 2017 , and December 31, 2016 , our consolidated VIEs are Cobra Beer Partnership, Ltd. ("Cobra U.K."), Grolsch U.K. Ltd ("Grolsch"), Rocky Mountain Metal Container (“RMMC”) and Rocky Mountain Bottle Company (“RMBC”). Our unconsolidated VIEs are BRI and BDL. Both BRI and BDL have outstanding third-party debt which is guaranteed by its shareholders. As a result, we have a guarantee liability of $38.1 million and $31.7 million recorded as of December 31, 2017 , and December 31, 2016 , respectively, which is presented within accounts payable and other current liabilities on the consolidated balance sheets and represents our proportionate share of the outstanding balance of these debt instruments. The carrying value of the guarantee liability equals fair value, which considers an adjustment for our own non-performance risk and is considered a Level 2 measurement. The offset to the guarantee liability was recorded as an adjustment to our respective equity method investment within the consolidated balance sheets. The resulting change in our equity method investments during the year due to movements in the guarantee represents a non-cash investing activity. Equity Method Investments Brewers' Retail Inc. BRI is a beer distribution and retail network for the Ontario region of Canada, with majority of the ownership residing with MCC, Labatt Breweries of Canada LP (a subsidiary of ABI) and Sleeman Breweries Ltd. (a subsidiary of Sapporo International). BRI charges its owners administrative fees that are designed so the entity operates on a cash neutral basis. This administrative fee is based on costs incurred, net of other revenues earned, and is allocated in accordance with the operating agreement to its owners based on volume of products. Contractual provisions cause participation in governance and other interests to fluctuate based on this calculated market share requiring frequent primary beneficiary evaluations. However, based on the existing structure, control is shared, and remains shared through such changes, and therefore we do not anticipate becoming the primary beneficiary in the foreseeable future. We consider BRI an affiliate. See "Affiliate Transactions" section below summarizing our transactions and balances with affiliates, including BRI. We have an obligation to proportionately fund BRI's operations. As a result of this obligation, we continue to record our proportional share of BRI's net income or loss and OCI activity, including when we have a negative equity method balance. As of December 31, 2017 , and December 31, 2016, we had a positive equity method investment balance of $2.8 million and a negative equity method investment balance of $9.5 million , respectively. The increase to our net investment balance from prior year was primarily driven by a decrease to BRI's employee retirement plan obligations (resulting from the annual actuarial valuation) favorably impacting the net assets of BRI, as well as an increase in our guarantee of BRI's third-party debt obligations as discussed above. See "Affiliate Transactions" below for BRI affiliate transactions including administrative fees charged to MCBC under the agreement with BRI which are recorded in cost of goods sold, as well as for BRI affiliate due to and due from balances as of December 31, 2017 , and December 31, 2016 , respectively, related to trade receivables and payables for sales to external customers and costs incurred by BRI offset by administrative fees charged and paid by MCBC (which may be in a payable or receivable position depending on the amount under or over charged). Brewers' Distributor Ltd. BDL is a distribution operation owned by MCC and Labatt Breweries of Canada LP (a subsidiary of ABI) that, pursuant to an operating agreement, acts as an agent for the distribution of their products in the western provinces of Canada. The two owners share 50% - 50% voting control of this business. We consider BDL an affiliate. See "Affiliate Transactions" section below summarizing our transactions and balances with affiliates, including BDL. BDL charges the owners administrative fees that are designed so the entity operates at break-even profit levels. This administrative fee is based on costs incurred, net of other revenues earned, and is allocated in accordance with the operating agreement to the owners based on volume of products. No other parties are allowed to sell beer through BDL, which does not take legal title to the beer distributed for the owners. As of December 31, 2017 , and December 31, 2016 , our investment in BDL was $33.2 million and $29.2 million , respectively. The increase in our investment balance from prior year was primarily driven by an increase in our guarantee of BDL's third-party debt obligations as discussed above. See "Affiliate Transactions" section below for BDL affiliate transactions including administrative fees charged to MCBC under the agreement with BDL which are recorded in cost of goods sold, as well as for BDL affiliate due to and due from balances as of December 31, 2017 , and December 31, 2016 , respectively, related to trade receivables and payables for sales to external customers and costs incurred by BDL offset by administrative fees charged and paid by MCBC (which may be in a payable or receivable position depending on the amount under or over charged). Our equity method investments are not considered significant for disclosure of financial information on either an individual or aggregated basis and there were no significant undistributed earnings as of December 31, 2017 , or December 31, 2016 , for any of these companies. Affiliate Transactions All transactions with our equity method investments are considered related party transactions and recorded within our affiliate accounts. The following table summarizes transactions with affiliates: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (In millions) Beer sales to MillerCoors (1) $ — $ 7.5 $ 11.7 Beer purchases from MillerCoors (1) $ — $ 32.0 $ 43.2 Service agreement costs and other charges to MillerCoors (1) $ — $ 1.9 $ 2.6 Service agreement costs and other charges from MillerCoors (1) $ — $ 0.9 $ 0.9 Administrative fees, net charged from BRI $ 93.5 $ 85.8 $ 88.8 Administrative fees, net charged from BDL $ 37.3 $ 34.3 $ 36.4 (1) For 2016, represents MillerCoors' activity for the pre-Acquisition period of January 1, 2016, through October 10, 2016, when MillerCoors was an equity method investment. As a result of the Acquisition, beginning October 11, 2016 , MillerCoors' results of operations are consolidated into MCBC's consolidated financial statements. Amounts due to and due from affiliates as of December 31, 2017 , and December 31, 2016 , respectively, are as follows: Amounts due from affiliates Amounts due to affiliates December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 (In millions) BRI $ 4.4 $ 9.0 $ — $ — BDL 1.1 6.1 — — Other — — 0.4 2.1 Total $ 5.5 $ 15.1 $ 0.4 $ 2.1 Consolidated VIEs Grolsch Grolsch is a joint venture between us and Royal Grolsch N.V. (a member of Asahi Group Holdings, Ltd.) in which we hold a 49% interest. The Grolsch joint venture markets Grolsch brands in the U.K. and Republic of Ireland. The majority of the Grolsch brands are produced by us under a contract brewing arrangement with the joint venture. MCBC and Royal Grolsch N.V. sell beer to the joint venture, which sells the beer back to MCBC (for onward sale to customers) for a price equal to what it paid, plus a marketing and overhead charge and a profit margin. Grolsch is a taxable entity in Europe. Accordingly, income tax expense in our consolidated statements of operations includes taxes related to the entire income of the joint venture. We consolidate the results and financial position of Grolsch and it is reported within our Europe operating segment. Cobra Beer Partnership, Ltd We hold a 50.1% interest in Cobra U.K., which owns the worldwide rights to the Cobra beer brand (with the exception of the Indian sub-continent, owned by Cobra India). The noncontrolling interest is held by the founder of the Cobra beer brand. We consolidate the results and financial position of Cobra U.K., and it is reported within our Europe operating segment. Rocky Mountain Metal Container RMMC, a Colorado limited liability company, is a joint venture with Ball Corporation in which we hold a 50% interest. Our U.S. business has a can and end supply agreement with RMMC. Under this agreement, we purchase substantially all of the output of RMMC. RMMC manufactures cans and ends at our facilities, which RMMC is operating under a use and license agreement. As RMMC is a limited liability company (“LLC”), the tax consequences flow to the joint venture partners. Rocky Mountain Bottle Company RMBC, a Colorado limited liability company, is a joint venture with Owens-Brockway Glass Container, Inc. in which we hold a 50% interest. Our U.S. business has a supply agreement with RMBC under which we agree to purchase output approximating the agreed upon annual plant capacity of RMBC. RMBC manufactures bottles at our facilities, which RMBC is operating under a lease agreement. As RMBC is an LLC, the tax consequences flow to the joint venture partners. The following summarizes the assets and liabilities of our consolidated VIEs (including noncontrolling interests): As of December 31, 2017 December 31, 2016 Total Assets Total Liabilities Total Assets Total Liabilities (In millions) Grolsch $ 4.8 $ 0.2 $ 4.4 $ 0.5 Cobra U.K. $ 20.2 $ 2.1 $ 14.2 $ 1.1 RMMC |