1.	Description of Business, Basis of Presentation, and Principles of Consolidation

Description of Business

Beam Inc. and its subsidiaries operate in the beverage alcohol industry. References to “we,” “our,” “us,” “Beam” and “the Company” refer to Beam Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires. The Company’s reportable segments are North America, Europe/Middle East/Africa (“EMEA”), and Asia-Pacific/South America (“APSA”), as further discussed in Note 17, Segment Information.

The Company is a leading premium spirits company that makes and sells branded distilled spirits products in major markets worldwide. Our principal products include bourbon whiskey, tequila, Scotch whisky, Canadian whisky, vodka, cognac, rum, cordials, and ready-to-drink pre-mixed cocktails.

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Beam Inc. and its majority-owned subsidiaries (after elimination of intercompany transactions).

The unaudited condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in our audited annual consolidated financial statements and notes. The year-end unaudited condensed consolidated balance sheet was derived from our audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements and notes in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2012. Interim results may not be indicative of results for a full year.

In the opinion of management these financial statements include all adjustments that are considered necessary for a fair presentation of our financial statements in accordance with GAAP. All adjustments are of a normal, recurring nature, except as otherwise disclosed. The presentation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results in future periods could differ from those estimates.

Revision of Prior Period Financial Statements

In connection with preparing our consolidated financial statements for the three and six months ended June 30, 2013, we identified errors that affected prior interim and annual periods related to the timing of recognition of sales of non-branded spirits, primarily Canadian whisky. We evaluated whether our previously issued consolidated financial statements were materially misstated considering the guidance in Accounting Standards Codification (“ASC”) 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality) and concluded that the errors individually and in the aggregate were not material to any of our previously issued financial statements. In accordance with accounting guidance in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), we have revised the financial statements included herein to correct the effect of the errors.

The impacts of the revisions on the financial statements included herein are shown in the following tables.

The following tables present the effect of these corrections on the Company’s Unaudited Consolidated Statements of Income:


	Three Months Ended September 30, 2012									Nine Months Ended September 30, 2012
(In millions, except per share amounts)	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Sales	$	778.3		$	(0.8	)	$	777.5		$	2,193.6		$	(6.3	)	$	2,187.3
Net sales		627.5			(0.8	)		626.7			1,756.8			(6.3	)		1,750.5
Cost of goods sold		256.0			(0.3	)		255.7			723.7			(3.8	)		719.9
Gross profit		371.5			(0.5	)		371.0			1,033.1			(2.5	)		1,030.6
Operating income		162.4			(0.5	)		161.9			419.2			(2.5	)		416.7
Income from continuing operations before income taxes		135.8			(0.5	)		135.3			369.6			(2.5	)		367.1
Income taxes		44.1			(7.2	)		36.9			98.2			(7.7	)		90.5
Income from continuing operations		91.7			6.7			98.4			271.4			5.2			276.6
Loss from discontinued operations, net of tax(a)		(15.2	)		13.0			(2.2	)		(15.3	)		13.0			(2.3	)
Net income		76.5			19.7			96.2			256.1			18.2			274.3
Basic earnings per common share:
Continuing operations	$	0.58		$	0.04		$	0.62		$	1.72		$	0.03		$	1.75
Discontinued operations		(0.10	)		0.09			(0.01	)		(0.10	)		0.09			(0.01	)
Net income		0.48			0.13			0.61			1.62			0.12			1.74
Diluted earnings per common share:
Continuing operations	$	0.57		$	0.04		$	0.61		$	1.69		$	0.03		$	1.72
Discontinued operations		(0.10	)		0.09			(0.01	)		(0.10	)		0.09			(0.01	)
Net income		0.47			0.13			0.60			1.59			0.12			1.71

(a)

During the fourth quarter of 2012 we identified errors of approximately $11 million which were primarily related to our discontinued Golf operations and the 2011 tax return filing process. The reversal of the out-of-period adjustment resulted in an $11 million increase in the loss from discontinued operations for the three months ended December 31, 2012. The recording of these items in the proper period resulted in an $11 million decrease in the loss from discontinued operations for the three months ended September 30, 2012.

The following tables present the effect of these corrections on the Company’s Unaudited Consolidated Statements of Comprehensive Income (in addition to the impact on net income described above):


	Three Months Ended September 30, 2012						Nine Months Ended September 30, 2012
(In millions)	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised
Comprehensive income	$	160.8	$	19.7	$	180.5	$	363.3	$	18.2	$	381.5

The following table presents the effect of these corrections on the Company’s Consolidated Balance Sheet as of December 31, 2012:


	December 31, 2012
(In millions)	As Previously Reported		Adjustment			As Revised
Accounts receivable from customers	$	413.7	$	(2.7	)	$	411.0
Inventories		1,736.9		26.1			1,763.0
Other current assets		305.1		2.4			307.5
Total current assets		2,863.4		25.8			2,889.2
Total assets		8,636.9		25.8			8,662.7
Other current liabilities	$	464.5	$	42.1		$	506.6
Total current liabilities		1,208.6		42.1			1,250.7
Total liabilities		4,024.8		42.1			4,066.9
Retained earnings		6,139.7		(16.3	)		6,123.4
Total equity		4,612.1		(16.3	)		4,595.8
Total liabilities and equity		8,636.9		25.8			8,662.7

These corrections were non-cash revisions and did not impact the Company’s cash flows for any prior periods. The following tables present the effect of these corrections on the Company’s Unaudited Consolidated Statements of Cash Flows:


	Nine months ended September 30, 2012
(In millions)	As Previously Reported			Adjustment			As Revised
Net income	$	256.1		$	18.2		$	274.3
Deferred income taxes		67.0			(12.1	)		54.9
Change in accounts receivable		(36.4	)		0.8			(35.6	)
Change in inventory		(105.6	)		(4.7	)		(110.3	)
Change in other assets		(9.9	)		(5.9	)		(15.8	)
Change in accrued expenses and other liabilities		(107.2	)		3.7			(103.5	)