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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to ______ .
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Title of each class
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Trading symbols
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value
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TAP.A
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New York Stock Exchange
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Class B Common Stock, $0.01 par value
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TAP
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New York Stock Exchange
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1.25% Senior Notes due 2024
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TAP
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New York Stock Exchange
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Page
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Glossary of Terms and Abbreviations
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Item 16.
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Form 10-K Summary
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Acquisition
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Refers to the acquisition of SABMiller plc's ("SABMiller") 58% economic interest and 50% voting interest in MillerCoors LLC and all trademarks, contracts and other assets primarily related to the "Miller International Business," as defined in the purchase agreement dated November 15, 2015, as amended, by and between Anheuser-Busch InBev SA/NV ("ABI") and Molson Coors Brewing Company, outside of the U.S. and Puerto Rico from ABI, on October 11, 2016.
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AOCI
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Accumulated other comprehensive income (loss)
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CAD
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Canadian dollar
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CZK
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Czech Koruna
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DBRS
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A global credit rating agency in Toronto
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DSUs
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Deferred stock units
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EBITDA
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Earnings before interest, tax, depreciation and amortization
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EPS
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Earnings per share
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EROA
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Assumed long-term expected return on assets
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EUR
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Euro
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FASB
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Financial Accounting Standards Board
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GBP
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British Pound
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HRK
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Croatian Kuna
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JPY
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Japanese Yen
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LIBOR
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London Interbank Offered Rate
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Moody’s
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Moody’s Investors Service Limited, a nationally recognized statistical rating organization designated by the Securities and Exchange Commission
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NAV
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Net asset value
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OCI
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Other comprehensive income (loss)
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OPEB
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Other postretirement benefit plans
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PBO
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Projected benefit obligation
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PSUs
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Performance share units
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RSD
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Serbian Dinar
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RSUs
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Restricted stock units
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S&P 500
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Standard & Poor’s 500 Index®
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SEC
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Securities and Exchange Commission
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Standard & Poor’s
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Standard and Poor’s Ratings Services, a nationally recognized statistical rating organization designated by the SEC
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STRs
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Sales-to-retailers
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STWs
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Sales-to-wholesalers
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2017 Tax Act
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U.S. Tax Cuts and Jobs Act
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U.K.
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United Kingdom
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U.S.
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United States
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U.S. GAAP
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Accounting principles generally accepted in the United States of America
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USD or $
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U.S. dollar
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VIEs
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Variable interest entities
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Market Capitalization
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(In billions)
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Anheuser-Busch InBev SA/NV
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$
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164.6
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Heineken N.V. ("Heineken")
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$
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61.3
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Carlsberg Group ("Carlsberg")
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$
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22.6
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Asahi Group Holdings, Ltd. ("Asahi")
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$
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22.2
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MCBC
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$
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11.8
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Global priority brands
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National champion and other regional brands
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Craft and import brands
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Blue Moon
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Hamm's
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Hop Valley
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Coors Banquet
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Icehouse
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Leinenkugel's
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Coors Light
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Keystone
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Peroni Nastro Azurro(1)
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Miller Genuine Draft
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Mickey's
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Pilsner Urquell(1)
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Miller Lite
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Miller64
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Revolver
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Miller High Life
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Saint Archer
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Milwaukee's Best
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Sol(2)
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Olde English
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Terrapin
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Steel Reserve
|
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Hard cider brands
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Flavored malt beverages
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Crispin
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Arnold Palmer Spiked(3)
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Smith & Forge
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Cape Line
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Henry's Hard
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Redd's(4)
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Steel Reserve Alloy Series
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(1) Under perpetual royalty-free license from Asahi.
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(2) Under license from Heineken.
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(3) In partnership with Hornell Brewing, an affiliate of Arizona Beverages
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(4) Under perpetual royalty-free license from ABI.
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Global priority brands
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National champion and other regional brands
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Craft and import brands
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Belgian Moon
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Aquarelle
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Brasseurs de Montréal
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Coors Original
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Carling
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Creemore Springs
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Coors Light
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Carling Black Label
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Granville Island
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Miller Genuine Draft
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Coors Edge
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Le Trou du Diable
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Miller Lite
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Coors Slice
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Exel
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Keystone
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Mad Jack
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Miller High Life
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Molson Canadian
|
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Molson Dry
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Molson Export
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Molson Ultra
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Old Style Pilsner
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Rickard's
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Licensed premium import brands(1)
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Heineken
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Dos Equis
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Heineken 0.0
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Moretti
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Strongbow cider
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Sol
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(1) Under license from Heineken.
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Global priority brands
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National champion and other regional brands
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Other(1)
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Blue Moon
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Bergenbier
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Aspall Cider
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Coors Light
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Borsodi
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Bavaria
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Miller Genuine Draft
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Carling
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Beck's
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Staropramen
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Jelen
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Branik
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Kamenitza
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Cobra
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Niksicko
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Corona Extra
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Ozujsko
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Lowenbrau
|
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Pardubicky Pivovar
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Rekorderlig cider
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Sharp's Doom Bar
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Stella Artois
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(1) The European business has licensing and distribution agreements with various other brewers through which it also brews and distributes Beck's, Lowenbrau, Stella Artois and Spaten, as well as a distribution agreement for the exclusive distribution of the Corona brand, throughout the Central European countries in which we operate. We have an agreement with Dutch brewer, Bavaria, for the exclusive on-premise and off-premise rights to the sales, distribution and customer marketing of Bavaria and its portfolio of brands in the U.K. We have an agreement for licensed brewing and distribution of the Bavaria portfolio in Croatia, Bosnia and Herzegovina, Serbia and Montenegro. We also distribute the Rekorderlig cider brand in the U.K. and the Republic of Ireland. In the U.K., we also sell the Cobra brands through the Cobra Beer Partnership Ltd. joint venture. Additionally, in order to be able to provide a full line of beer and other beverages to our U.K. on-premise customers, we sell "factored" brands, which are third-party beverage brands for which we provide distribution to retail, typically on a non-exclusive basis.
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Global priority brands
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National champion and other regional brands
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Other
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Blue Moon
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Miller High Life
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Carling Strong
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Coors Light
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Thunderbolt
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Coors Banquet
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Miller Genuine Draft
|
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Coors Original
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Miller Lite
|
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Keystone
|
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Milwaukee's Best
|
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Miller Ace
|
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Miller Chill
|
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Miller Ultra
|
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Molson Canadian
|
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Redd's
|
|
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|
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Singha
|
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Zima
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•
|
Headquarters: Chicago, Illinois
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•
|
Approximately 7,300 employees as of December 31, 2019
|
•
|
Second largest brewer by volume in the U.S., representing approximately 23% of the total 2019 U.S. brewing industry shipments (excluding exports)
|
•
|
Currently operating seven primary breweries, six craft breweries and two container operations. In January 2020, we announced plans to cease production at our Irwindale, California brewery, which is currently expected to occur by September 2020, and entered into an option agreement with Pabst Brewing Company, LLC, granting them an option to purchase the Irwindale brewery. Products produced in the Irwindale brewery will be transitioned to other breweries in our network. See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" for additional details.
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•
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A portion of the aluminum containers was purchased from Rocky Mountain Metal Container ("RMMC"), our joint venture with Ball Corporation ("Ball"), whose production facilities, which are leased from us, are located near our brewery in Golden, Colorado.
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•
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In addition to the supply agreement with RMMC, we have a supply agreement with Ball to purchase cans and ends in excess of what is supplied through RMMC.
|
•
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The RMMC joint venture agreement along with the cans and ends purchase agreement each expire on December 31, 2021.
|
•
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A portion of the glass bottles was provided by Rocky Mountain Bottle Company ("RMBC"), our joint venture with Owens-Brockway Glass Container, Inc. ("Owens"), whose production facilities, which are leased from us, are located in Wheat Ridge, Colorado. The RMBC joint venture agreement expires on July 31, 2025.
|
•
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In addition to the supply agreement with RMBC, we have a supply agreement with Owens for requirements in excess of RMBC's production, which expires on December 31, 2021.
|
•
|
Kegs are packaged in half, quarter, and one-sixth barrel stainless steel kegs.
|
•
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A limited number of kegs are purchased each year, and we have no long-term supply agreement.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Beer
|
49
|
%
|
|
50
|
%
|
|
51
|
%
|
|
51
|
%
|
|
51
|
%
|
Other alcohol beverages
|
51
|
%
|
|
50
|
%
|
|
49
|
%
|
|
49
|
%
|
|
49
|
%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||
MCBC's share
|
23
|
%
|
|
24
|
%
|
|
25
|
%
|
|
25
|
%
|
|
26
|
%
|
ABI's share
|
42
|
%
|
|
42
|
%
|
|
43
|
%
|
|
44
|
%
|
|
45
|
%
|
Others' share
|
35
|
%
|
|
34
|
%
|
|
32
|
%
|
|
31
|
%
|
|
29
|
%
|
•
|
Headquarters: Toronto, Ontario (transitioning to North America operational headquarters in Chicago, Illinois in 2020)
|
•
|
Approximately 2,600 employees as of December 31, 2019
|
•
|
Canada's second largest brewer by volume and North America's oldest beer company, representing approximately 31% of the total 2019 Canada beer market
|
•
|
Currently operating five primary breweries and four craft breweries
|
•
|
We source cans and lids from two primary providers with the related contracts ending December 2023.
|
•
|
The distribution systems in each province generally provide the collection network for returnable bottles and aluminum cans.
|
•
|
We single source glass bottles and have a committed supply through December 2021.
|
•
|
The standard bottle for beer brewed in Canada is the 341 ml returnable bottle and represents the vast majority of our bottle sales.
|
•
|
Bottle sales continue to decline as we have experienced a shift in consumers' preference toward aluminum cans. The standard returnable bottle requires significant investment behind our returnable bottle inventory and bottling equipment. The trend away from returnable bottles could result in higher fixed cost deleverage related to these assets and an ultimate decreased need for the assets that support this packaging, which could adversely impact profitability.
|
•
|
A limited number of kegs are purchased every year, and we have no long-term supply commitment.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Beer
|
48
|
%
|
|
47
|
%
|
|
47
|
%
|
|
48
|
%
|
|
48
|
%
|
Other alcohol beverages
|
52
|
%
|
|
53
|
%
|
|
53
|
%
|
|
52
|
%
|
|
52
|
%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||
MCBC's share
|
31
|
%
|
|
32
|
%
|
|
33
|
%
|
|
33
|
%
|
|
34
|
%
|
ABI's share
|
41
|
%
|
|
42
|
%
|
|
42
|
%
|
|
43
|
%
|
|
43
|
%
|
Others' share
|
28
|
%
|
|
26
|
%
|
|
25
|
%
|
|
24
|
%
|
|
23
|
%
|
•
|
Headquarters: Burton-on-Trent, U.K.
|
•
|
Approximately 6,600 employees as of December 31, 2019
|
•
|
Europe's second largest brewer by volume, on a combined basis, within the European countries in which we operate, with an approximate aggregate 19% market share (excluding factored products) in 2019
|
•
|
Currently operating twelve primary breweries, eight craft breweries and one cidery
|
•
|
A significant majority of glass returnable bottles are sourced under various agreements with third-party suppliers.
|
•
|
A limited number of kegs are purchased each year from various suppliers, and we have no long-term supply commitment. We are currently in the process of signing new agreements which would cover all of our requirements for kegs in 2020.
|
•
|
We have long-term agreements with various suppliers that cover all of our required supply of cans, with terms ending in 2020 through 2023.
|
•
|
We have multiple agreements with various manufacturers in the region, covering 100% of our requirements which expire in 2021. We do not currently anticipate any issues in renegotiating and extending contracts or in otherwise being able to access recyclable plastic containers.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Beer
|
29
|
%
|
|
29
|
%
|
|
30
|
%
|
|
30
|
%
|
|
30
|
%
|
Other alcohol beverages
|
71
|
%
|
|
71
|
%
|
|
70
|
%
|
|
70
|
%
|
|
70
|
%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||
MCBC's share
|
19
|
%
|
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
Primary competitors' share
|
56
|
%
|
|
56
|
%
|
|
56
|
%
|
|
57
|
%
|
|
56
|
%
|
Others' share
|
25
|
%
|
|
24
|
%
|
|
24
|
%
|
|
23
|
%
|
|
24
|
%
|
•
|
Headquarters: Denver, Colorado (transitioning to North America operational headquarters in Chicago, Illinois, with Asia Pacific business transitioning to European headquarters in Burton-on-Trent, U.K. in 2020)
|
•
|
Approximately 400 employees as of December 31, 2019
|
•
|
International beer markets, including emerging markets in Latin America, Asia Pacific and Africa
|
•
|
Currently operating under export models, local third-party contract manufacturing and license agreements, as well as owned breweries, which brew and package brands sold in India
|
•
|
Our Beer Print Report 2019, which presents the most recent progress made against our 2025 goals and highlights our recently launched packaging goals;
|
•
|
ESG (Environment, Social and Governance) Report 2019, which includes more details on the underlying data, processes and policies that support ESG topics; and
|
•
|
SDG (Sustainability Development Goals) Impact Report 2019, which shows how MCBC is taking action to contribute to the 17 global goals set forth by the United Nations by 2030.
|
Name
|
|
Age
|
|
Position
|
Gavin D.K. Hattersley
|
|
57
|
|
President and Chief Executive Officer
|
Tracey I. Joubert
|
|
53
|
|
Chief Financial Officer
|
Simon J. Cox
|
|
52
|
|
President and Chief Executive Officer, Molson Coors Europe
|
Peter J. Marino
|
|
47
|
|
President, Emerging Growth
|
E. Lee Reichert
|
|
53
|
|
Chief Legal and Government Affairs Officer
|
Michelle E. St. Jacques
|
|
42
|
|
Chief Marketing Officer
|
Facility
|
|
Location
|
|
Character
|
U.S. Segment
|
||||
Administrative offices
|
|
Chicago, Illinois(1)
|
|
U.S. segment operational headquarters
|
|
|
Golden, Colorado
|
|
U.S. segment administrative office
|
|
|
Milwaukee, Wisconsin
|
|
U.S. segment administrative office
|
Brewery/packaging plants
|
|
Albany, Georgia(2)
|
|
Brewing and packaging
|
|
|
Elkton, Virginia(2)
|
|
Brewing and packaging
|
|
|
Fort Worth, Texas(2)
|
|
Brewing and packaging
|
|
|
Golden, Colorado(2)
|
|
Brewing and packaging
|
|
|
Irwindale, California(3)
|
|
Brewing and packaging
|
|
|
Milwaukee, Wisconsin
|
|
Brewing and packaging
|
|
|
Trenton, Ohio(2)
|
|
Brewing and packaging
|
Beer distributorship
|
|
Denver, Colorado
|
|
Distribution
|
Container operations
|
|
Wheat Ridge, Colorado(4)
|
|
Bottling manufacturing facility
|
|
|
Golden, Colorado(4)
|
|
Can and end manufacturing facilities
|
Malting operations
|
|
Golden, Colorado
|
|
Malting
|
Canada Segment
|
||||
Administrative offices
|
|
Montréal, Québec
|
|
Corporate headquarters
|
|
|
Toronto, Ontario
|
|
Canada segment operational headquarters
|
Brewery/packaging plants
|
|
Montréal, Québec(5)
|
|
Brewing and packaging
|
|
|
Toronto, Ontario(5)
|
|
Brewing and packaging
|
|
|
Chilliwack, British Columbia(6)
|
|
Brewing and packaging
|
Europe Segment
|
||||
Administrative offices
|
|
Burton-on-Trent, U.K.
|
|
Europe segment operational headquarters
|
|
|
Prague, Czech Republic
|
|
Europe segment administrative office
|
Brewery/packaging plants
|
|
Apatin, Serbia(7)
|
|
Brewing and packaging
|
|
|
Bőcs, Hungary
|
|
Brewing and packaging
|
|
|
Burton-on-Trent, U.K.(7)
|
|
Brewing and packaging
|
|
|
Haskovo, Bulgaria
|
|
Brewing and packaging
|
|
|
Niksic, Montenegro
|
|
Brewing and packaging
|
|
|
Ostrava, Czech Republic
|
|
Brewing and packaging
|
|
|
Ploiesti, Romania(7)
|
|
Brewing and packaging
|
|
|
Prague, Czech Republic(7)
|
|
Brewing and packaging
|
|
|
Tadcaster Brewery, Yorkshire, U.K.(7)
|
|
Brewing and packaging
|
|
|
Zagreb, Croatia
|
|
Brewing and packaging
|
(1)
|
We lease the office space for our U.S. segment headquarters in Chicago, Illinois.
|
(2)
|
The Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively account for approximately 78% of our U.S. production.
|
(3)
|
In January 2020, we announced plans to cease production at our Irwindale, California brewery, which is currently expected to occur by September 2020, and entered into an agreement with Pabst Brewing Company, LLC, granting them an option to purchase the Irwindale brewery. Products produced in the Irwindale brewery will be transitioned to
|
(4)
|
The Wheat Ridge and Golden, Colorado facilities are leased from us by RMBC and RMMC, respectively.
|
(5)
|
The Montréal and Toronto breweries collectively account for approximately 84% of our Canada production. In June 2019, we completed the sale of our Montréal brewery, and in conjunction with the sale, we agreed to lease back the existing property to continue operations on an uninterrupted basis until the new Longueuil, Quebec brewery is operational, which is currently expected to occur in 2021.
|
(6)
|
The final closure of the leased Vancouver brewery was completed in the third quarter of 2019, and our new Chilliwack brewery is now operational.
|
(7)
|
The Burton-on-Trent, Prague, Ploiesti, Apatin and Tadcaster breweries collectively account for approximately 71% of our Europe production.
|
Title of class
|
|
Number of record
security holders
|
Class A common stock, $0.01 par value
|
|
23
|
Class B common stock, $0.01 par value
|
|
2,777
|
Class A exchangeable shares, no par value
|
|
215
|
Class B exchangeable shares, no par value
|
|
2,315
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Molson Coors
|
$
|
100.00
|
|
|
$
|
128.74
|
|
|
$
|
135.64
|
|
|
$
|
116.50
|
|
|
$
|
81.68
|
|
|
$
|
81.31
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
101.37
|
|
|
$
|
111.04
|
|
|
$
|
135.27
|
|
|
$
|
129.33
|
|
|
$
|
170.04
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
126.05
|
|
|
$
|
117.20
|
|
|
$
|
124.00
|
|
|
$
|
91.17
|
|
|
$
|
116.79
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
10,579.4
|
|
|
$
|
10,769.6
|
|
|
$
|
11,002.8
|
|
|
$
|
4,885.0
|
|
|
$
|
3,567.5
|
|
Net income attributable to MCBC
|
$
|
241.7
|
|
|
$
|
1,116.5
|
|
|
$
|
1,565.6
|
|
|
$
|
1,593.9
|
|
|
$
|
395.2
|
|
Net income attributable to MCBC per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.12
|
|
|
$
|
5.17
|
|
|
$
|
7.27
|
|
|
$
|
7.52
|
|
|
$
|
2.13
|
|
Diluted
|
$
|
1.11
|
|
|
$
|
5.15
|
|
|
$
|
7.23
|
|
|
$
|
7.47
|
|
|
$
|
2.12
|
|
Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
28,859.8
|
|
|
$
|
30,109.8
|
|
|
$
|
30,246.9
|
|
|
$
|
29,341.5
|
|
|
$
|
12,276.3
|
|
Current portion of long-term debt and short-term borrowings
|
$
|
928.2
|
|
|
$
|
1,594.5
|
|
|
$
|
714.8
|
|
|
$
|
684.8
|
|
|
$
|
28.7
|
|
Long-term debt
|
$
|
8,109.5
|
|
|
$
|
8,893.8
|
|
|
$
|
10,598.7
|
|
|
$
|
11,387.7
|
|
|
$
|
2,908.7
|
|
Other information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share of common stock
|
$
|
1.96
|
|
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2019
|
|
Change
|
|
December 31, 2018
|
|
Change
|
|
December 31, 2017
|
||||||||
|
(In millions, except percentages and per share data)
|
||||||||||||||||
Financial volume in hectoliters
|
92.722
|
|
|
(4.0
|
)%
|
|
96.627
|
|
|
(2.9
|
)%
|
|
99.563
|
|
|||
Net sales
|
$
|
10,579.4
|
|
|
(1.8
|
)%
|
|
$
|
10,769.6
|
|
|
(2.1
|
)%
|
|
$
|
11,002.8
|
|
Net income (loss) attributable to MCBC
|
$
|
241.7
|
|
|
(78.4
|
)%
|
|
$
|
1,116.5
|
|
|
(28.7
|
)%
|
|
$
|
1,565.6
|
|
Net income (loss) attributable to MCBC per diluted share
|
$
|
1.11
|
|
|
(78.4
|
)%
|
|
$
|
5.15
|
|
|
(28.8
|
)%
|
|
$
|
7.23
|
|
•
|
In 2019, net income attributable to MCBC decreased 78.4% compared to the prior year primarily driven by the impact of aggregate goodwill and intangible asset impairment losses of $691.9 million, primarily related to our Canada reporting unit. The decrease was also due to lower volume, inflation, restructuring charges and pension and postretirement benefit charges, partially offset by positive global pricing, cost savings, lower incentive compensation, as well as lower interest expense.
|
•
|
During 2019, we repaid our EUR 500 million variable rate notes, $500 million 1.90% notes, and $500 million 1.45% notes upon their respective maturities throughout the year as part of our deleveraging commitment.
|
•
|
We generated cash flow from operating activities of approximately $1.9 billion, representing an 18.6% decrease from approximately $2.3 billion in 2018. The decrease in operating cash flow in 2019 compared to 2018 is primarily driven by cycling the proceeds received during the first quarter of 2018 of $328.0 million related to the Adjustment Amount (as defined and further discussed in Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items") related to the settlement agreement between MCBC and ABI, as well as lower net income adjusted for non-cash add backs and higher cash paid for taxes, partially offset by favorable changes in working capital and lower interest paid.
|
•
|
Regional financial highlights:
|
•
|
In the U.S. segment, income before income taxes decreased 1.4% to $1,301.8 million in 2019, versus $1,320.7 million in 2018, primarily driven by lower volume and cost inflation, partially offset by higher net pricing, cycling special charges in the prior year related to restructuring, and cost savings. During the year we grew our share of the premium light segment with Miller Lite, which completed its twenty-first consecutive quarter of increased segment share, and Coors Light, which completed its third consecutive quarter of increased segment share, according to Nielsen. In above premium, we successfully launched Cape Line which was among the industry’s top new franchises in the flavored malt beverage category, according to Nielsen, and we also introduced Sol Chelada which drove double-digit volume growth in the Sol Franchise. Blue Moon remained the number one national craft brand in the U.S. and held industry share. Additionally, Peroni grew volume for the twenty-first consecutive quarter with growth accelerating significantly in 2019 with support of the brand's first national marking campaign.
|
•
|
In our Canada segment, we reported a loss before income taxes of $508.7 million in 2019, versus income of $157.0 million in 2018, primarily driven by the $668.3 million goodwill impairment loss recognized in the third quarter of 2019 as well as the gross profit impacts of volume declines, higher cost of goods sold per hectoliter, Truss joint venture start-up costs, partially offset by positive pricing and lower incentive compensation. See Part II—Item 8 Financial Statements and Supplementary Data, Note 10, “Goodwill and Intangible Assets” for additional details.
|
•
|
In our Europe segment, income before income taxes decreased 14.1% to $160.1 million in 2019, versus $186.4 million in 2018, primarily related to increased brand investments, unfavorable foreign currency movements, special charges mainly due to restructuring activities, as well as soft industry demand and inflation, partially offset by positive net pricing and mix and lower incentive compensation.
|
•
|
Our International segment reported a loss before income taxes of $7.7 million in 2019, compared to a loss of $2.7 million in the prior year, primarily driven by higher special charges due to an aggregate impairment loss of $12.2 million related to our India business along with lower volume and negative geographic mix, partially offset by lower marketing, general and administrative expense and shifting to local production in Mexico.
|
•
|
Brand highlights:
|
•
|
Global priority brand volume decreased 2.2% in 2019 versus 2018, due to declines across the U.S., Canada, and International partially offset by growth in Europe.
|
•
|
Blue Moon Belgian White global brand volume increased 1.1% in 2019 versus 2018, driven by growth in Canada, International and Europe, partially offset by declines in the U.S.
|
•
|
Carling brand volume in Europe decreased by 4.8% versus 2018, due to lower volumes in the U.K., the brand's primary market.
|
•
|
Coors global brand volume - Coors Light global brand volume decreased 4.6% in 2019 versus 2018. The overall volume decrease was primarily driven by lower brand volume in the U.S., International, and Canada, partially offset by growth in Europe. Volumes in the U.S. were lower than prior year, although Coors Light gained share of the U.S. premium light segment for the third consecutive quarter. The declines in International were driven by competitive pressures in Mexico along with economic decline in Puerto Rico. The declines in Canada are primarily the result of industry declines due to ongoing competitive pressures in Quebec and Ontario. Coors Banquet global brand volume decreased 2.6% in 2019 versus 2018, driven by the U.S. and Canada, partially offset by the introduction of Coors Original in International markets.
|
•
|
Miller global brand volume - Miller Lite global brand volumes were flat in 2019 versus 2018, primarily driven by declines in the U.S., partially offset by growth in Canada and International. However, Miller Lite gained share of the U.S. premium light segment for the twenty-first consecutive quarter. Miller Genuine Draft global brand volume decreased 6.9% in 2019 versus 2018, due to decreases in all segments.
|
•
|
Molson Canadian brand volume in Canada decreased 8.9% during 2019 versus the prior year, primarily driven by industry declines as well as share declines due to competitive pressures in the West and Ontario.
|
•
|
Staropramen global brand volume, including royalty volume, increased 7.2% during 2019 versus 2018, driven by higher volumes in all major markets for the brand.
|
|
For the years ended
|
|||||||||||||
|
December 31, 2019
|
|
Change
|
|
December 31, 2018
|
|
Change
|
|
December 31, 2017
|
|||||
|
(In millions, except percentages)
|
|||||||||||||
Volume in hectoliters:
|
|
|
|
|
|
|
|
|
|
|||||
Financial volume
|
92.722
|
|
|
(4.0
|
)%
|
|
96.627
|
|
|
(2.9
|
)%
|
|
99.563
|
|
Less: Contract brewing and wholesaler volume
|
(7.715
|
)
|
|
(5.7
|
)%
|
|
(8.182
|
)
|
|
(4.9
|
)%
|
|
(8.602
|
)
|
Add: Royalty volume
|
4.226
|
|
|
4.2
|
%
|
|
4.054
|
|
|
10.0
|
%
|
|
3.685
|
|
Add: STW to STR adjustment
|
(0.287
|
)
|
|
(19.8
|
)%
|
|
(0.358
|
)
|
|
(47.9
|
)%
|
|
(0.687
|
)
|
Total worldwide brand volume
|
88.946
|
|
|
(3.5
|
)%
|
|
92.141
|
|
|
(1.9
|
)%
|
|
93.959
|
|
|
Volume
|
|
Price, Product and Geography Mix
|
|
Currency
|
|
Other(1)
|
|
Total
|
|||||
Consolidated
|
(2.9
|
)%
|
|
0.7
|
%
|
|
0.5
|
%
|
|
(0.4
|
)%
|
|
(2.1
|
)%
|
U.S.
|
(5.1
|
)%
|
|
1.9
|
%
|
|
—
|
%
|
|
(0.1
|
)%
|
|
(3.3
|
)%
|
Canada
|
(2.9
|
)%
|
|
(1.6
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
(4.5
|
)%
|
Europe
|
2.1
|
%
|
|
0.4
|
%
|
|
3.3
|
%
|
|
(2.6
|
)%
|
|
3.2
|
%
|
International
|
(7.5
|
)%
|
|
3.5
|
%
|
|
(1.3
|
)%
|
|
—
|
%
|
|
(5.3
|
)%
|
(1)
|
Europe "Other" column includes the release of an indirect tax provision in 2017.
|
|
For the years ended
|
|||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
Effective tax rate
|
49
|
%
|
|
17
|
%
|
|
(15
|
)%
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2019
|
|
Change
|
|
December 31, 2018
|
|
Change
|
|
December 31, 2017
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters(1)
|
61.600
|
|
|
(4.2
|
)%
|
|
64.272
|
|
|
(5.1
|
)%
|
|
67.731
|
|
|||
Sales(1)
|
$
|
8,187.0
|
|
|
(0.6
|
)%
|
|
$
|
8,234.4
|
|
|
(3.6
|
)%
|
|
$
|
8,541.7
|
|
Excise taxes
|
(945.7
|
)
|
|
(3.0
|
)%
|
|
(974.5
|
)
|
|
(5.9
|
)%
|
|
(1,036.0
|
)
|
|||
Net sales(1)
|
7,241.3
|
|
|
(0.3
|
)%
|
|
7,259.9
|
|
|
(3.3
|
)%
|
|
7,505.7
|
|
|||
Cost of goods sold(1)
|
(4,294.5
|
)
|
|
0.4
|
%
|
|
(4,277.5
|
)
|
|
(1.1
|
)%
|
|
(4,324.2
|
)
|
|||
Gross profit
|
2,946.8
|
|
|
(1.2
|
)%
|
|
2,982.4
|
|
|
(6.3
|
)%
|
|
3,181.5
|
|
|||
Marketing, general and administrative expenses
|
(1,621.1
|
)
|
|
(0.6
|
)%
|
|
(1,631.3
|
)
|
|
(8.5
|
)%
|
|
(1,782.7
|
)
|
|||
Special items, net(2)
|
(26.6
|
)
|
|
(29.6
|
)%
|
|
(37.8
|
)
|
|
147.1
|
%
|
|
(15.3
|
)
|
|||
Operating income
|
1,299.1
|
|
|
(1.1
|
)%
|
|
1,313.3
|
|
|
(5.1
|
)%
|
|
1,383.5
|
|
|||
Interest income (expense), net
|
3.0
|
|
|
(65.9
|
)%
|
|
8.8
|
|
|
(32.8
|
)%
|
|
13.1
|
|
|||
Other income (expense), net
|
(0.3
|
)
|
|
(78.6
|
)%
|
|
(1.4
|
)
|
|
(41.7
|
)%
|
|
(2.4
|
)
|
|||
Income (loss) before income taxes
|
$
|
1,301.8
|
|
|
(1.4
|
)%
|
|
$
|
1,320.7
|
|
|
(5.3
|
)%
|
|
$
|
1,394.2
|
|
(1)
|
Includes gross inter-segment sales, purchases, and volumes, which are eliminated in the consolidated totals.
|
(2)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2019
|
|
Change
|
|
December 31, 2018
|
|
Change
|
|
December 31, 2017
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters(1)
|
8.059
|
|
|
(5.8
|
)%
|
|
8.554
|
|
|
(2.9
|
)%
|
|
8.805
|
|
|||
Sales(1)
|
$
|
1,728.8
|
|
|
(6.6
|
)%
|
|
$
|
1,850.6
|
|
|
(2.9
|
)%
|
|
$
|
1,906.2
|
|
Excise taxes
|
(421.4
|
)
|
|
(8.1
|
)%
|
|
(458.5
|
)
|
|
2.3
|
%
|
|
(448.2
|
)
|
|||
Net sales(1)
|
1,307.4
|
|
|
(6.1
|
)%
|
|
1,392.1
|
|
|
(4.5
|
)%
|
|
1,458.0
|
|
|||
Cost of goods sold(1)
|
(824.5
|
)
|
|
(2.7
|
)%
|
|
(847.0
|
)
|
|
—
|
%
|
|
(847.0
|
)
|
|||
Gross profit
|
482.9
|
|
|
(11.4
|
)%
|
|
545.1
|
|
|
(10.8
|
)%
|
|
611.0
|
|
|||
Marketing, general and administrative expenses
|
(336.1
|
)
|
|
(1.7
|
)%
|
|
(341.9
|
)
|
|
(14.0
|
)%
|
|
(397.5
|
)
|
|||
Special items, net(2)
|
(640.4
|
)
|
|
N/M
|
|
|
(23.8
|
)
|
|
65.3
|
%
|
|
(14.4
|
)
|
|||
Operating income (loss)
|
(493.6
|
)
|
|
N/M
|
|
|
179.4
|
|
|
(9.9
|
)%
|
|
199.1
|
|
|||
Interest income (expense), net
|
(0.2
|
)
|
|
N/M
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Other income (expense), net(3)
|
(14.9
|
)
|
|
(33.5
|
)%
|
|
(22.4
|
)
|
|
N/M
|
|
|
11.1
|
|
|||
Income (loss) before income taxes
|
$
|
(508.7
|
)
|
|
N/M
|
|
|
$
|
157.0
|
|
|
(25.3
|
)%
|
|
$
|
210.2
|
|
(1)
|
Includes gross inter-segment sales, purchases, and volumes, which are eliminated in the consolidated totals.
|
(2)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" for detail of special items.
|
(3)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 5, "Other Income and Expense" for detail of other income (expense).
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2019
|
|
Change
|
|
December 31, 2018
|
|
Change
|
|
December 31, 2017
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters(1)(2)
|
23.101
|
|
|
(2.8
|
)%
|
|
23.772
|
|
|
2.1
|
%
|
|
23.290
|
|
|||
Sales(2)
|
$
|
2,950.8
|
|
|
(4.5
|
)%
|
|
$
|
3,088.6
|
|
|
6.9
|
%
|
|
$
|
2,888.3
|
|
Excise taxes
|
(1,022.1
|
)
|
|
(5.9
|
)%
|
|
(1,086.0
|
)
|
|
14.6
|
%
|
|
(947.6
|
)
|
|||
Net sales(2)
|
1,928.7
|
|
|
(3.7
|
)%
|
|
2,002.6
|
|
|
3.2
|
%
|
|
1,940.7
|
|
|||
Cost of goods sold
|
(1,233.2
|
)
|
|
(2.9
|
)%
|
|
(1,269.4
|
)
|
|
8.1
|
%
|
|
(1,174.4
|
)
|
|||
Gross profit
|
695.5
|
|
|
(5.1
|
)%
|
|
733.2
|
|
|
(4.3
|
)%
|
|
766.3
|
|
|||
Marketing, general and administrative expenses
|
(515.4
|
)
|
|
(3.6
|
)%
|
|
(534.6
|
)
|
|
0.8
|
%
|
|
(530.3
|
)
|
|||
Special items, net(3)
|
(10.7
|
)
|
|
78.3
|
%
|
|
(6.0
|
)
|
|
20.0
|
%
|
|
(5.0
|
)
|
|||
Operating income (loss)
|
169.4
|
|
|
(12.0
|
)%
|
|
192.6
|
|
|
(16.6
|
)%
|
|
231.0
|
|
|||
Interest income (expense), net
|
(5.7
|
)
|
|
11.8
|
%
|
|
(5.1
|
)
|
|
N/M
|
|
|
3.6
|
|
|||
Other income (expense), net
|
(3.6
|
)
|
|
N/M
|
|
|
(1.1
|
)
|
|
N/M
|
|
|
0.3
|
|
|||
Income (loss) before income taxes
|
$
|
160.1
|
|
|
(14.1
|
)%
|
|
$
|
186.4
|
|
|
(20.6
|
)%
|
|
$
|
234.9
|
|
(1)
|
Excludes royalty volume of 1.765 million hectoliters, 1.787 million hectoliters and 1.694 million hectoliters for 2019, 2018 and 2017, respectively.
|
(2)
|
Includes gross inter-segment sales and volumes, which are eliminated in the consolidated totals.
|
(3)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2019
|
|
Change
|
|
December 31, 2018
|
|
Change
|
|
December 31, 2017
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters(1)
|
1.866
|
|
|
(15.7
|
)%
|
|
2.214
|
|
|
(7.5
|
)%
|
|
2.394
|
|
|||
Sales
|
$
|
265.8
|
|
|
(11.3
|
)%
|
|
$
|
299.5
|
|
|
(0.5
|
)%
|
|
$
|
300.9
|
|
Excise taxes
|
(40.5
|
)
|
|
(18.0
|
)%
|
|
(49.4
|
)
|
|
33.9
|
%
|
|
(36.9
|
)
|
|||
Net sales
|
225.3
|
|
|
(9.9
|
)%
|
|
250.1
|
|
|
(5.3
|
)%
|
|
264.0
|
|
|||
Cost of goods sold(2)
|
(142.7
|
)
|
|
(11.0
|
)%
|
|
(160.4
|
)
|
|
(11.1
|
)%
|
|
(180.5
|
)
|
|||
Gross profit
|
82.6
|
|
|
(7.9
|
)%
|
|
89.7
|
|
|
7.4
|
%
|
|
83.5
|
|
|||
Marketing, general and administrative expenses
|
(74.6
|
)
|
|
(8.6
|
)%
|
|
(81.6
|
)
|
|
(19.8
|
)%
|
|
(101.7
|
)
|
|||
Special items, net(3)
|
(15.5
|
)
|
|
66.7
|
%
|
|
(9.3
|
)
|
|
N/M
|
|
|
(1.6
|
)
|
|||
Operating income (loss)
|
(7.5
|
)
|
|
N/M
|
|
|
(1.2
|
)
|
|
(93.9
|
)%
|
|
(19.8
|
)
|
|||
Other income (expense), net
|
(0.2
|
)
|
|
(86.7
|
)%
|
|
(1.5
|
)
|
|
N/M
|
|
|
0.1
|
|
|||
Income (loss) before income taxes
|
$
|
(7.7
|
)
|
|
185.2
|
%
|
|
$
|
(2.7
|
)
|
|
(86.3
|
)%
|
|
$
|
(19.7
|
)
|
(1)
|
Excludes royalty volume of 2.461 million hectoliters, 2.267 million hectoliters and 1.991 million hectoliters in 2019, 2018 and 2017, respectively.
|
(2)
|
Includes gross inter-segment purchases, which are eliminated in the consolidated totals.
|
(3)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" for detail of special items.
|
|
For the years ended
|
||||||||||||||||
|
December 31, 2019
|
|
Change
|
|
December 31, 2018
|
|
Change
|
|
December 31, 2017
|
||||||||
|
(In millions, except percentages)
|
||||||||||||||||
Financial volume in hectoliters
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Sales
|
$
|
0.8
|
|
|
—
|
%
|
|
$
|
0.8
|
|
|
(11.1
|
)%
|
|
$
|
0.9
|
|
Excise taxes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Net sales
|
0.8
|
|
|
—
|
%
|
|
0.8
|
|
|
(11.1
|
)%
|
|
0.9
|
|
|||
Cost of goods sold
|
(7.4
|
)
|
|
(95.6
|
)%
|
|
(166.4
|
)
|
|
N/M
|
|
|
122.9
|
|
|||
Gross profit
|
(6.6
|
)
|
|
(96.0
|
)%
|
|
(165.6
|
)
|
|
N/M
|
|
|
123.8
|
|
|||
Marketing, general and administrative expenses
|
(180.8
|
)
|
|
(15.2
|
)%
|
|
(213.3
|
)
|
|
(11.1
|
)%
|
|
(239.8
|
)
|
|||
Special items, net(1)
|
(15.6
|
)
|
|
N/M
|
|
|
326.6
|
|
|
N/M
|
|
|
(0.1
|
)
|
|||
Operating income (loss)
|
(203.0
|
)
|
|
N/M
|
|
|
(52.3
|
)
|
|
(55.0
|
)%
|
|
(116.1
|
)
|
|||
Interest expense, net
|
(269.8
|
)
|
|
(10.6
|
)%
|
|
(301.9
|
)
|
|
(16.1
|
)%
|
|
(360.0
|
)
|
|||
Other pension and postretirement benefits (costs), net
|
2.9
|
|
|
(92.4
|
)%
|
|
38.2
|
|
|
(19.4
|
)%
|
|
47.4
|
|
|||
Other income (expense), net
|
4.3
|
|
|
(70.1
|
)%
|
|
14.4
|
|
|
N/M
|
|
|
(7.7
|
)
|
|||
Income (loss) before income taxes
|
$
|
(465.6
|
)
|
|
54.4
|
%
|
|
$
|
(301.6
|
)
|
|
(30.9
|
)%
|
|
$
|
(436.4
|
)
|
(1)
|
See Part II—Item 8 Financial Statements and Supplementary Data, Note 7, "Special Items" for detail of special items.
|
|
For the years ended
|
|||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
Weighted-Average Exchange Rate (1 USD equals)
|
|
|
|
|
|
|||
Canadian dollar (CAD)
|
1.32
|
|
|
1.30
|
|
|
1.27
|
|
Euro (EUR)
|
0.89
|
|
|
0.84
|
|
|
0.88
|
|
British pound (GBP)
|
0.79
|
|
|
0.77
|
|
|
0.77
|
|
Czech Koruna (CZK)
|
22.78
|
|
|
21.93
|
|
|
23.43
|
|
Croatian Kuna (HRK)
|
6.60
|
|
|
6.32
|
|
|
6.59
|
|
Serbian Dinar (RSD)
|
104.81
|
|
|
99.74
|
|
|
112.49
|
|
Romanian Leu (RON)
|
4.26
|
|
|
4.00
|
|
|
4.01
|
|
Bulgarian Lev (BGN)
|
1.74
|
|
|
1.67
|
|
|
1.72
|
|
Hungarian Forint (HUF)
|
292.42
|
|
|
267.65
|
|
|
276.49
|
|
|
As of
|
||||
|
December 31, 2019
|
|
December 31, 2018
|
||
Closing Exchange Rate (1 USD equals)
|
|
|
|
||
Canadian dollar (CAD)
|
1.30
|
|
|
1.36
|
|
Euro (EUR)
|
0.89
|
|
|
0.87
|
|
British pound (GBP)
|
0.75
|
|
|
0.78
|
|
Czech Koruna (CZK)
|
22.70
|
|
|
22.43
|
|
Croatian Kuna (HRK)
|
6.63
|
|
|
6.46
|
|
Serbian Dinar (RSD)
|
104.93
|
|
|
103.20
|
|
Romanian Leu (RON)
|
4.27
|
|
|
4.06
|
|
Bulgarian Lev (BGN)
|
1.74
|
|
|
1.71
|
|
Hungarian Forint (HUF)
|
295.21
|
|
|
279.94
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt obligations
|
$
|
8,993.6
|
|
|
$
|
897.2
|
|
|
$
|
1,510.2
|
|
|
$
|
1,291.3
|
|
|
$
|
5,294.9
|
|
Interest payments on debt obligations
|
3,993.1
|
|
|
280.7
|
|
|
499.2
|
|
|
441.0
|
|
|
2,772.2
|
|
|||||
Retirement plan expenditures(1)
|
415.4
|
|
|
47.6
|
|
|
85.1
|
|
|
84.2
|
|
|
198.5
|
|
|||||
Operating leases
|
182.7
|
|
|
52.2
|
|
|
75.0
|
|
|
34.2
|
|
|
21.3
|
|
|||||
Finance leases
|
133.6
|
|
|
38.9
|
|
|
13.0
|
|
|
13.0
|
|
|
68.7
|
|
|||||
Other long-term obligations(2)
|
2,916.3
|
|
|
666.6
|
|
|
1,025.2
|
|
|
490.8
|
|
|
733.7
|
|
|||||
Total obligations
|
$
|
16,634.7
|
|
|
$
|
1,983.2
|
|
|
$
|
3,207.7
|
|
|
$
|
2,354.5
|
|
|
$
|
9,089.3
|
|
(1)
|
Represents expected contributions under our defined benefit pension plans in the next twelve months and our benefit payments under postretirement benefit plans for all periods presented. The net underfunded liability as of December 31, 2019, of our defined benefit pension plans (excluding our overfunded plans) and postretirement benefit plans is $90.8 million and $672.5 million, respectively. Defined benefit pension plan contributions in future years will vary based on a number of factors, including actual plan asset returns and interest rates, and as such, have been excluded from the above table. We fund pension plans to meet the requirements set forth in applicable employee benefits laws. We may also voluntarily increase funding levels to meet financial goals. Excluding BRI and BDL, in 2020 we expect to make contributions to our defined benefit pension plans of approximately $5 million and benefit payments under our OPEB plans of approximately $43 million, based on foreign exchange rates as of December 31, 2019.
|
(2)
|
Primarily includes non-cancelable purchase commitments as of December 31, 2019 that are enforceable and legally binding. Approximately $2.0 billion of the total other long-term obligations relate to long-term supply contracts with third parties to purchase raw material, packaging material and energy used in production. Our aggregate commitments for advertising and promotions, including sports sponsorship, total approximately $555 million. The remaining amounts relate to derivative payments, sales and marketing, distribution, information technology services, open purchase orders and other commitments. Included in other long-term obligations are $6.9 million of unrecognized tax benefits, excluding positions we would expect to settle using deferred tax assets, and $10.2 million of indemnities provided to FEMSA for which we cannot reasonably estimate the timing of future cash flows, and we have therefore included these amounts in the more than 5 years column.
|
|
Amount of commitment expiration per period
|
||||||||||||||||||
|
Total amounts
committed
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Standby letters of credit
|
$
|
60.9
|
|
|
$
|
57.6
|
|
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Impact to projected benefit obligation as of
December 31, 2019 - 50 basis points |
||||||
|
Decrease
|
|
Increase
|
||||
|
(In millions)
|
||||||
Projected benefit obligation - unfavorable (favorable)
|
|
|
|
||||
Pension obligation
|
$
|
370.6
|
|
|
$
|
(330.0
|
)
|
OPEB obligation
|
36.5
|
|
|
(34.4
|
)
|
||
Total impact to the projected benefit obligation
|
$
|
407.1
|
|
|
$
|
(364.4
|
)
|
|
Impact to 2019 pension and postretirement benefit costs - 50
basis points (unfavorable) favorable |
||||||
|
Decrease
|
|
Increase
|
||||
|
(In millions)
|
||||||
Description of pension and postretirement plan sensitivity item
|
|
|
|
||||
Expected return on pension plan assets
|
$
|
(23.9
|
)
|
|
$
|
23.9
|
|
Discount rate on pension plans
|
$
|
1.4
|
|
|
$
|
(6.1
|
)
|
Discount rate on postretirement plans
|
$
|
(2.0
|
)
|
|
$
|
1.9
|
|
|
Impact to the fair value cushion as of October 1, 2019
- 50 basis points increase |
||
|
Cushion (as reported)
|
|
Cushion (post-sensitivity)
|
|
% of fair value in excess of carrying value
|
||
Reporting Units:
|
|
|
|
United States
|
17%
|
|
14%
|
Europe
|
12%
|
|
8%
|
Canada
|
—%
|
|
(3)%
|
Indefinite-Lived Intangible Assets:
|
|
|
|
Coors Light brand distribution rights, Canada
|
11%
|
|
2%
|
|
Notional amounts by expected maturity date
|
|
December 31,
2019 |
||||||||||||||||||||||||||||
|
Year end
|
|
|||||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair value
Asset/
(Liability)
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CAD 500 million 2.75% notes due 2020
|
$
|
384.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384.9
|
|
|
$
|
(388.9
|
)
|
CAD 500 million 2.84% notes due 2023
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384.9
|
|
|
$
|
(390.2
|
)
|
CAD 500 million 3.44% notes due 2026
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384.9
|
|
|
$
|
384.9
|
|
|
$
|
(392.0
|
)
|
$500 million 2.25% notes due 2020
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
(503.2
|
)
|
$1.0 billion 2.10% notes due 2021
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
(1,011.6
|
)
|
$500 million 3.5% notes due 2022
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
(517.4
|
)
|
$2.0 billion 3.0% notes due 2026
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000.0
|
|
|
$
|
2,000.0
|
|
|
$
|
(2,056.2
|
)
|
$1.1 billion 5.0% notes due 2042
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,100.0
|
|
|
$
|
1,100.0
|
|
|
$
|
(1,201.9
|
)
|
$1.8 billion 4.2% notes due 2046
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,800.0
|
|
|
$
|
1,800.0
|
|
|
$
|
(1,835.5
|
)
|
EUR 800 million 1.25% notes due 2024
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
897.0
|
|
|
$
|
—
|
|
|
$
|
897.0
|
|
|
$
|
(927.8
|
)
|
Foreign currency management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Forwards
|
$
|
140.4
|
|
|
$
|
78.6
|
|
|
$
|
18.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
237.9
|
|
|
$
|
2.1
|
|
Cross currency swaps
|
$
|
500.0
|
|
|
$
|
400.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
900.0
|
|
|
$
|
10.0
|
|
Interest rate management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward starting interest rate swaps
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
250.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
1,500.0
|
|
|
$
|
(111.5
|
)
|
Commodity pricing management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Swaps
|
$
|
391.2
|
|
|
$
|
180.1
|
|
|
$
|
27.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
598.4
|
|
|
$
|
(41.2
|
)
|
Options
|
$
|
18.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.4
|
|
|
$
|
—
|
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Estimated fair value volatility
|
|
|
|
|
|||
Foreign currency risk:
|
|
|
|
||||
Forwards
|
$
|
(25.8
|
)
|
|
$
|
(35.1
|
)
|
Foreign currency denominated debt
|
$
|
(194.2
|
)
|
|
$
|
(249.3
|
)
|
Cross currency swaps
|
$
|
(89.2
|
)
|
|
$
|
(43.3
|
)
|
Interest rate risk:
|
|
|
|
||||
Debt
|
$
|
(255.4
|
)
|
|
$
|
(302.1
|
)
|
Forward starting interest rate swaps
|
$
|
(150.4
|
)
|
|
$
|
(126.2
|
)
|
Commodity price risk:
|
|
|
|
||||
Commodity swaps
|
$
|
(52.9
|
)
|
|
$
|
(77.5
|
)
|
Commodity options
|
$
|
—
|
|
|
$
|
—
|
|
Equity price risk:
|
|
|
|
||||
Warrants
|
$
|
(0.6
|
)
|
|
$
|
(2.8
|
)
|
|
|
Index to Financial Statements
|
Page
|
Consolidated Financial Statements:
|
|
/s/ GAVIN D.K. HATTERSLEY
|
|
/s/ TRACEY I. JOUBERT
|
Gavin D.K. Hattersley
|
|
Tracey I. Joubert
|
President & Chief Executive Officer
|
|
Chief Financial Officer
|
Molson Coors Beverage Company
|
|
Molson Coors Beverage Company
|
February 12, 2020
|
|
February 12, 2020
|
|
For the Years Ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Sales
|
$
|
13,009.1
|
|
|
$
|
13,338.0
|
|
|
$
|
13,471.5
|
|
Excise taxes
|
(2,429.7
|
)
|
|
(2,568.4
|
)
|
|
(2,468.7
|
)
|
|||
Net sales
|
10,579.4
|
|
|
10,769.6
|
|
|
11,002.8
|
|
|||
Cost of goods sold
|
(6,378.2
|
)
|
|
(6,584.8
|
)
|
|
(6,236.7
|
)
|
|||
Gross profit
|
4,201.2
|
|
|
4,184.8
|
|
|
4,766.1
|
|
|||
Marketing, general and administrative expenses
|
(2,728.0
|
)
|
|
(2,802.7
|
)
|
|
(3,052.0
|
)
|
|||
Special items, net
|
(708.8
|
)
|
|
249.7
|
|
|
(36.4
|
)
|
|||
Operating income (loss)
|
764.4
|
|
|
1,631.8
|
|
|
1,677.7
|
|
|||
Other income (expense), net
|
|
|
|
|
|
||||||
Interest expense
|
(280.9
|
)
|
|
(306.2
|
)
|
|
(349.3
|
)
|
|||
Interest income
|
8.2
|
|
|
8.0
|
|
|
6.0
|
|
|||
Other pension and postretirement benefits (costs), net
|
2.9
|
|
|
38.2
|
|
|
47.4
|
|
|||
Other income (expense), net
|
(14.7
|
)
|
|
(12.0
|
)
|
|
1.4
|
|
|||
Total other income (expense), net
|
(284.5
|
)
|
|
(272.0
|
)
|
|
(294.5
|
)
|
|||
Income (loss) before income taxes
|
479.9
|
|
|
1,359.8
|
|
|
1,383.2
|
|
|||
Income tax benefit (expense)
|
(233.7
|
)
|
|
(225.2
|
)
|
|
204.6
|
|
|||
Net income (loss)
|
246.2
|
|
|
1,134.6
|
|
|
1,587.8
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(4.5
|
)
|
|
(18.1
|
)
|
|
(22.2
|
)
|
|||
Net income (loss) attributable to Molson Coors Beverage Company
|
$
|
241.7
|
|
|
$
|
1,116.5
|
|
|
$
|
1,565.6
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Molson Coors Beverage Company per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.12
|
|
|
$
|
5.17
|
|
|
$
|
7.27
|
|
Diluted
|
$
|
1.11
|
|
|
$
|
5.15
|
|
|
$
|
7.23
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
216.6
|
|
|
216.0
|
|
|
215.4
|
|
|||
Dilutive effect of share-based awards
|
0.3
|
|
|
0.6
|
|
|
1.1
|
|
|||
Diluted
|
216.9
|
|
|
216.6
|
|
|
216.5
|
|
|||
|
|
|
|
|
|
||||||
Anti-dilutive securities excluded from computation of diluted EPS
|
1.3
|
|
|
0.8
|
|
|
0.3
|
|
|
For the Years Ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
246.2
|
|
|
$
|
1,134.6
|
|
|
$
|
1,587.8
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
177.6
|
|
|
(359.0
|
)
|
|
570.7
|
|
|||
Reclassification of cumulative translation adjustment to income
|
—
|
|
|
6.0
|
|
|
—
|
|
|||
Unrealized gain (loss) on derivative instruments
|
(84.2
|
)
|
|
10.9
|
|
|
(17.4
|
)
|
|||
Reclassification of derivative (gain) loss to income
|
0.5
|
|
|
2.5
|
|
|
1.3
|
|
|||
Pension and other postretirement benefit adjustments
|
(39.8
|
)
|
|
43.5
|
|
|
145.7
|
|
|||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income and settlement
|
19.7
|
|
|
4.9
|
|
|
3.6
|
|
|||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
(10.6
|
)
|
|
(0.8
|
)
|
|
10.4
|
|
|||
Total other comprehensive income (loss), net of tax
|
63.2
|
|
|
(292.0
|
)
|
|
714.3
|
|
|||
Comprehensive income (loss)
|
309.4
|
|
|
842.6
|
|
|
2,302.1
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(5.1
|
)
|
|
(16.1
|
)
|
|
(24.7
|
)
|
|||
Comprehensive income (loss) attributable to Molson Coors Beverage Company
|
$
|
304.3
|
|
|
$
|
826.5
|
|
|
$
|
2,277.4
|
|
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
|
|||||||
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
523.4
|
|
|
$
|
1,057.9
|
|
Accounts and other receivables:
|
|
|
|
||||
Trade, less allowance for doubtful accounts of $12.1 and $14.5, respectively
|
705.9
|
|
|
736.0
|
|
||
Affiliate receivables
|
8.9
|
|
|
8.4
|
|
||
Other receivables, less allowance for doubtful accounts of $0.1 and $0.2, respectively
|
105.5
|
|
|
126.6
|
|
||
Inventories, less allowance for obsolete inventories of $10.8 and $16.2, respectively
|
615.9
|
|
|
591.8
|
|
||
Other current assets, net
|
224.8
|
|
|
245.6
|
|
||
Total current assets
|
2,184.4
|
|
|
2,766.3
|
|
||
Properties, less accumulated depreciation of $3,004.6 and $2,558.8, respectively
|
4,546.5
|
|
|
4,608.3
|
|
||
Goodwill
|
7,631.4
|
|
|
8,260.8
|
|
||
Other intangibles, less accumulated amortization of $995.1 and $810.3, respectively
|
13,656.0
|
|
|
13,776.4
|
|
||
Other assets
|
841.5
|
|
|
698.0
|
|
||
Total assets
|
$
|
28,859.8
|
|
|
$
|
30,109.8
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other current liabilities (includes affiliate payables of $0.0 and $0.1, respectively)
|
$
|
2,767.3
|
|
|
$
|
2,706.4
|
|
Current portion of long-term debt and short-term borrowings
|
928.2
|
|
|
1,594.5
|
|
||
Total current liabilities
|
3,695.5
|
|
|
4,300.9
|
|
||
Long-term debt
|
8,109.5
|
|
|
8,893.8
|
|
||
Pension and postretirement benefits
|
716.6
|
|
|
726.6
|
|
||
Deferred tax liabilities
|
2,258.6
|
|
|
2,128.9
|
|
||
Other liabilities
|
406.5
|
|
|
323.8
|
|
||
Total liabilities
|
15,186.7
|
|
|
16,374.0
|
|
||
|
|
|
|
|
|||
Molson Coors Beverage Company stockholders' equity
|
|
|
|
||||
Capital stock:
|
|
|
|
||||
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)
|
—
|
|
|
—
|
|
||
Class B common stock, $0.01 par value per share (authorized: 500.0 shares; issued: 205.7 shares and 205.4 shares, respectively)
|
2.1
|
|
|
2.0
|
|
||
Class A exchangeable shares, no par value (issued and outstanding: 2.7 shares and 2.8 shares, respectively)
|
102.5
|
|
|
103.2
|
|
||
Class B exchangeable shares, no par value (issued and outstanding: 14.8 shares and 14.8 shares, respectively)
|
557.8
|
|
|
557.6
|
|
||
Paid-in capital
|
6,773.6
|
|
|
6,773.1
|
|
||
Retained earnings
|
7,617.0
|
|
|
7,692.9
|
|
||
Accumulated other comprehensive income (loss)
|
(1,162.2
|
)
|
|
(1,150.0
|
)
|
||
Class B common stock held in treasury at cost (9.5 shares and 9.5 shares, respectively)
|
(471.4
|
)
|
|
(471.4
|
)
|
||
Total Molson Coors Beverage Company stockholders' equity
|
13,419.4
|
|
|
13,507.4
|
|
||
Noncontrolling interests
|
253.7
|
|
|
228.4
|
|
||
Total equity
|
13,673.1
|
|
|
13,735.8
|
|
||
Total liabilities and equity
|
$
|
28,859.8
|
|
|
$
|
30,109.8
|
|
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
246.2
|
|
|
$
|
1,134.6
|
|
|
$
|
1,587.8
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
859.0
|
|
|
857.5
|
|
|
812.8
|
|
|||
Amortization of debt issuance costs and discounts
|
13.6
|
|
|
12.7
|
|
|
23.2
|
|
|||
Share-based compensation
|
8.5
|
|
|
42.6
|
|
|
58.3
|
|
|||
(Gain) loss on sale or impairment of properties and other assets, net
|
614.7
|
|
|
(8.1
|
)
|
|
(0.4
|
)
|
|||
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net
|
18.9
|
|
|
193.1
|
|
|
(124.3
|
)
|
|||
Income tax (benefit) expense
|
233.7
|
|
|
225.2
|
|
|
(204.6
|
)
|
|||
Income tax (paid) received
|
(57.0
|
)
|
|
32.3
|
|
|
86.0
|
|
|||
Interest expense, excluding interest amortization
|
272.4
|
|
|
304.2
|
|
|
338.8
|
|
|||
Interest paid
|
(285.0
|
)
|
|
(308.7
|
)
|
|
(350.3
|
)
|
|||
Pension expense (benefit)
|
(10.1
|
)
|
|
(57.2
|
)
|
|
(67.8
|
)
|
|||
Pension contributions paid
|
(5.1
|
)
|
|
(8.9
|
)
|
|
(310.0
|
)
|
|||
Change in current assets and liabilities (net of impact of business combinations) and other:
|
|
|
|
|
|
||||||
Receivables
|
38.5
|
|
|
(38.4
|
)
|
|
(7.2
|
)
|
|||
Inventories
|
(17.7
|
)
|
|
(10.6
|
)
|
|
21.3
|
|
|||
Payables and other current liabilities
|
(53.0
|
)
|
|
27.6
|
|
|
31.0
|
|
|||
Other assets and other liabilities
|
19.7
|
|
|
(66.6
|
)
|
|
(28.3
|
)
|
|||
Net cash provided by operating activities
|
1,897.3
|
|
|
2,331.3
|
|
|
1,866.3
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to properties
|
(593.8
|
)
|
|
(651.7
|
)
|
|
(599.6
|
)
|
|||
Proceeds from sales of properties and other assets
|
115.9
|
|
|
32.5
|
|
|
60.5
|
|
|||
Other
|
44.6
|
|
|
(49.9
|
)
|
|
0.9
|
|
|||
Net cash used in investing activities
|
(433.3
|
)
|
|
(669.1
|
)
|
|
(538.2
|
)
|
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN MILLIONS)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Exercise of stock options under equity compensation plans
|
1.6
|
|
|
16.0
|
|
|
4.0
|
|
|||
Dividends paid
|
(424.4
|
)
|
|
(354.2
|
)
|
|
(353.4
|
)
|
|||
Payments on debt and borrowings
|
(1,586.2
|
)
|
|
(319.8
|
)
|
|
(3,000.1
|
)
|
|||
Proceeds on debt and borrowings
|
3.0
|
|
|
—
|
|
|
1,536.0
|
|
|||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
(4.7
|
)
|
|
(374.3
|
)
|
|
374.3
|
|
|||
Other
|
3.7
|
|
|
23.4
|
|
|
(57.2
|
)
|
|||
Net cash provided by (used in) financing activities
|
(2,007.0
|
)
|
|
(1,008.9
|
)
|
|
(1,496.4
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(543.0
|
)
|
|
653.3
|
|
|
(168.3
|
)
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
8.5
|
|
|
(14.0
|
)
|
|
26.0
|
|
|||
Balance at beginning of year
|
1,057.9
|
|
|
418.6
|
|
|
560.9
|
|
|||
Balance at end of year
|
$
|
523.4
|
|
|
$
|
1,057.9
|
|
|
$
|
418.6
|
|
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND NONCONTROLLING INTERESTS
(IN MILLIONS)
|
|||||||||||||||||||||||||||||||||||||||
|
|
MCBC Stockholders' Equity
|
|
|
|||||||||||||||||||||||||||||||||||
|
|
|
Common stock
|
|
Exchangeable
|
|
|
|
|
|
Accumulated
other
|
|
Common Stock
held in
|
|
Non
|
||||||||||||||||||||||||
|
|
|
issued
|
|
shares issued
|
|
Paid-in-
|
|
Retained
|
|
comprehensive
|
|
treasury
|
|
controlling
|
||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
capital
|
|
earnings
|
|
income (loss)
|
|
Class B
|
|
interests
|
||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
11,222.6
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
108.1
|
|
|
$
|
571.2
|
|
|
$
|
6,635.3
|
|
|
$
|
5,746.2
|
|
|
$
|
(1,571.8
|
)
|
|
$
|
(471.4
|
)
|
|
$
|
203.0
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(18.0
|
)
|
|
18.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
57.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Acquisition of business and purchase of noncontrolling interest
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||||||
Net income (loss) including noncontrolling interests
|
1,587.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,565.6
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
714.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
711.8
|
|
|
—
|
|
|
2.5
|
|
||||||||||
Distributions and dividends to noncontrolling interests
|
(20.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.2
|
)
|
||||||||||
Dividends declared and paid - $1.64 per share
|
(353.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(353.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance as of December 31, 2017
|
$
|
13,187.3
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
107.7
|
|
|
$
|
553.2
|
|
|
$
|
6,688.5
|
|
|
$
|
6,958.4
|
|
|
$
|
(860.0
|
)
|
|
$
|
(471.4
|
)
|
|
$
|
208.9
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
4.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
42.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Formation of consolidated joint venture
|
44.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||||||||
Purchase of noncontrolling interest
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
1,134.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,116.5
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND NONCONTROLLING INTERESTS (Continued)
(IN MILLIONS)
|
|||||||||||||||||||||||||||||||||||||||
|
|
MCBC Stockholders' Equity
|
|
|
|||||||||||||||||||||||||||||||||||
|
|
|
Common stock
|
|
Exchangeable
|
|
|
|
|
|
Accumulated
other
|
|
Common Stock
held in
|
|
Non
|
||||||||||||||||||||||||
|
|
|
issued
|
|
shares issued
|
|
Paid-in-
|
|
Retained
|
|
comprehensive
|
|
treasury
|
|
controlling
|
||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
capital
|
|
earnings
|
|
income (loss)
|
|
Class B
|
|
interests
|
||||||||||||||||||||
Other comprehensive income (loss), net of tax
|
(292.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(290.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
||||||||||
Adoption of revenue recognition accounting standard
|
(27.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Contributions from noncontrolling interests
|
21.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
||||||||||
Distributions and dividends to noncontrolling interests
|
(22.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.8
|
)
|
||||||||||
Dividends declared and paid - $1.64 per share
|
(354.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(354.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance as of December 31, 2018
|
$
|
13,735.8
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
103.2
|
|
|
$
|
557.6
|
|
|
$
|
6,773.1
|
|
|
$
|
7,692.9
|
|
|
$
|
(1,150.0
|
)
|
|
$
|
(471.4
|
)
|
|
$
|
228.4
|
|
Exchange of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
0.2
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares issued under equity compensation plan
|
(8.3
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of share-based compensation
|
8.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Acquisition of business and purchase of noncontrolling interest
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||||||
Deconsolidation of VIE
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
||||||||||
Net income (loss) including noncontrolling interests
|
246.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241.7
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||||||||
Other comprehensive income (loss), net of tax
|
63.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62.6
|
|
|
—
|
|
|
0.6
|
|
||||||||||
32.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74.8
|
|
|
(74.8
|
)
|
|
—
|
|
|
—
|
|
|||||||||||
Contributions from noncontrolling interests
|
34.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
||||||||||
Distributions and dividends to noncontrolling interests
|
(12.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.7
|
)
|
||||||||||
Dividends declared and paid - $1.96 per share
|
(424.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(424.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance as of December 31, 2019
|
$
|
13,673.1
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
102.5
|
|
|
$
|
557.8
|
|
|
$
|
6,773.6
|
|
|
$
|
7,617.0
|
|
|
$
|
(1,162.2
|
)
|
|
$
|
(471.4
|
)
|
|
$
|
253.7
|
|
|
Year ended December 31, 2019
|
||||||||||||||||||||||||||
|
U.S.
|
|
Canada(1)
|
|
Europe
|
|
International(2)
|
|
Corporate(3)
|
|
Inter-segment net sales eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
7,241.3
|
|
|
$
|
1,307.4
|
|
|
$
|
1,928.7
|
|
|
$
|
225.3
|
|
|
$
|
0.8
|
|
|
$
|
(124.1
|
)
|
|
$
|
10,579.4
|
|
Interest expense
|
3.0
|
|
|
(0.2
|
)
|
|
(6.2
|
)
|
|
—
|
|
|
(277.5
|
)
|
|
—
|
|
|
(280.9
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
8.2
|
|
|||||||
Income (loss) before income taxes
|
$
|
1,301.8
|
|
|
$
|
(508.7
|
)
|
|
$
|
160.1
|
|
|
$
|
(7.7
|
)
|
|
$
|
(465.6
|
)
|
|
$
|
—
|
|
|
$
|
479.9
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(233.7
|
)
|
|||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246.2
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.5
|
)
|
|||||||||
Net income (loss) attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
241.7
|
|
(1)
|
During the third quarter of 2019, we recorded a goodwill impairment loss to our Canada reporting unit of $668.3 million, which was recorded as a special item. See Note 10, "Goodwill and Intangible Assets" for further discussion. During the second quarter of 2019, we completed the sale of our existing Montreal brewery for $96.2 million (CAD 126 million), resulting in a $61.3 million gain, which was recorded as a special item. Also, during 2019 and 2018, we recorded unrealized mark-to-market losses of approximately $18 million and $24 million, respectively, on the HEXO Corp. ("HEXO") warrants received in connection with the formation of the Truss LP ("Truss") joint venture.
|
(2)
|
During the third quarter of 2019, we recorded an aggregate goodwill and definite-lived intangible asset impairment loss related to our India reporting unit of $12.2 million, which was recorded as a special item. See Note 10, "Goodwill and Intangible Assets" for further discussion.
|
(3)
|
Related to the unrealized mark-to-market valuation on our commodity hedge positions, we recorded unrealized losses of $0.8 million for the year ended December 31, 2019 compared to unrealized losses of $166.2 million for the year ended December 31, 2018.
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe
|
|
International
|
|
Corporate(1)
|
|
Inter-segment net sales eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
7,259.9
|
|
|
$
|
1,392.1
|
|
|
$
|
2,002.6
|
|
|
$
|
250.1
|
|
|
$
|
0.8
|
|
|
$
|
(135.9
|
)
|
|
$
|
10,769.6
|
|
Interest expense
|
8.8
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(309.4
|
)
|
|
—
|
|
|
(306.2
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
8.0
|
|
|||||||
Income (loss) before income taxes
|
$
|
1,320.7
|
|
|
$
|
157.0
|
|
|
$
|
186.4
|
|
|
$
|
(2.7
|
)
|
|
$
|
(301.6
|
)
|
|
$
|
—
|
|
|
$
|
1,359.8
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(225.2
|
)
|
|||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,134.6
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.1
|
)
|
|||||||||
Net income (loss) attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,116.5
|
|
(1)
|
During the first quarter of 2018, we recorded a gain of $328.0 million related to the Adjustment Amount as defined and further discussed in Note 7, "Special Items." Additionally, related to the unrealized mark-to-market valuation on our commodity hedge positions, we recorded unrealized losses of $166.2 million for the year ended December 31, 2018 compared to unrealized gains of $123.3 million for the year ended December 31, 2017.
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||||||
|
U.S.
|
|
Canada
|
|
Europe(1)
|
|
International
|
|
Corporate(2)
|
|
Inter-segment net sales eliminations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
7,505.7
|
|
|
$
|
1,458.0
|
|
|
$
|
1,940.7
|
|
|
$
|
264.0
|
|
|
$
|
0.9
|
|
|
$
|
(166.5
|
)
|
|
$
|
11,002.8
|
|
Interest expense
|
13.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362.4
|
)
|
|
—
|
|
|
(349.3
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
6.0
|
|
|||||||
Income (loss) before income taxes
|
$
|
1,394.2
|
|
|
$
|
210.2
|
|
|
$
|
234.9
|
|
|
$
|
(19.7
|
)
|
|
$
|
(436.4
|
)
|
|
$
|
—
|
|
|
$
|
1,383.2
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
204.6
|
|
||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,587.8
|
|
||||||||||
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22.2
|
)
|
||||||||||
Net income (loss) attributable to MCBC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,565.6
|
|
(1)
|
During the first quarter of 2017, we released an indirect tax loss contingency, which was initially recorded in the fourth quarter of 2016, for a benefit of approximately $50 million. See Note 18, "Commitments and Contingencies" for details.
|
(2)
|
Related to the unrealized mark-to-market valuation on our commodity hedge positions, we recorded unrealized gains of $123.3 million for the twelve months ended December 31, 2017.
|
|
Assets
|
|
Depreciation and amortization
|
|
Capital expenditures
|
||||||||||||||||||||||||||
|
As of December 31,
|
|
For the years ended December 31,
|
|
For the years ended December 31,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
U.S.
|
$
|
18,814.1
|
|
|
$
|
19,057.1
|
|
|
$
|
527.4
|
|
|
$
|
514.0
|
|
|
$
|
485.7
|
|
|
$
|
239.5
|
|
|
$
|
322.0
|
|
|
$
|
351.5
|
|
Canada
|
4,195.3
|
|
|
4,640.5
|
|
|
137.1
|
|
|
141.9
|
|
|
131.2
|
|
|
194.8
|
|
|
165.3
|
|
|
99.9
|
|
||||||||
Europe
|
5,413.8
|
|
|
5,430.0
|
|
|
180.1
|
|
|
188.0
|
|
|
182.3
|
|
|
138.3
|
|
|
150.0
|
|
|
131.6
|
|
||||||||
International
|
265.9
|
|
|
274.1
|
|
|
11.0
|
|
|
9.9
|
|
|
9.6
|
|
|
11.5
|
|
|
3.1
|
|
|
2.3
|
|
||||||||
Corporate
|
170.7
|
|
|
708.1
|
|
|
3.4
|
|
|
3.7
|
|
|
4.0
|
|
|
9.7
|
|
|
11.3
|
|
|
14.3
|
|
||||||||
Consolidated
|
$
|
28,859.8
|
|
|
$
|
30,109.8
|
|
|
$
|
859.0
|
|
|
$
|
857.5
|
|
|
$
|
812.8
|
|
|
$
|
593.8
|
|
|
$
|
651.7
|
|
|
$
|
599.6
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
United States and its territories
|
$
|
7,244.9
|
|
|
$
|
7,272.1
|
|
|
$
|
7,493.6
|
|
Canada
|
1,231.3
|
|
|
1,298.2
|
|
|
1,358.4
|
|
|||
United Kingdom
|
1,119.1
|
|
|
1,184.6
|
|
|
1,172.8
|
|
|||
Other foreign countries(1)
|
984.1
|
|
|
1,014.7
|
|
|
978.0
|
|
|||
Consolidated net sales
|
$
|
10,579.4
|
|
|
$
|
10,769.6
|
|
|
$
|
11,002.8
|
|
(1)
|
Reflects net sales from the individual countries within our Central European operations (included in our Europe segment), as well as our International segment, for which no individual country has total net sales exceeding 10% of the total consolidated net sales.
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Net properties:
|
|
|
|
||||
United States and its territories
|
$
|
2,760.2
|
|
|
$
|
2,943.0
|
|
Canada
|
831.9
|
|
|
719.7
|
|
||
United Kingdom
|
406.5
|
|
|
396.5
|
|
||
Other foreign countries(1)
|
547.9
|
|
|
549.1
|
|
||
Consolidated net properties
|
$
|
4,546.5
|
|
|
$
|
4,608.3
|
|
(1)
|
Reflects net properties within the individual countries included in our Central European operations (included in our Europe segment), as well as our International segment, for which no individual country has total net properties exceeding 10% of the total consolidated net properties.
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Administrative fees, net charged from BRI
|
$
|
96.8
|
|
|
$
|
94.0
|
|
|
$
|
93.5
|
|
Administrative fees, net charged from BDL
|
$
|
35.7
|
|
|
$
|
40.2
|
|
|
$
|
37.3
|
|
|
Amounts due from affiliates
|
|
Amounts due to affiliates
|
||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
|
(In millions)
|
||||||||||||||
BRI
|
$
|
4.6
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
BDL
|
4.0
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Other
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Total
|
$
|
8.9
|
|
|
$
|
8.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
As of
|
||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
RMMC/RMBC
|
$
|
207.4
|
|
|
$
|
17.9
|
|
|
$
|
189.8
|
|
|
$
|
35.0
|
|
Other
|
$
|
65.3
|
|
|
$
|
20.8
|
|
|
$
|
31.0
|
|
|
$
|
5.1
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Gain on sale of non-operating asset
|
$
|
—
|
|
|
$
|
11.7
|
|
|
$
|
—
|
|
Gain (loss) from other foreign exchange and derivative activity, net
|
(20.4
|
)
|
|
(31.9
|
)
|
|
(8.0
|
)
|
|||
Other, net(1)
|
5.7
|
|
|
8.2
|
|
|
9.4
|
|
|||
Other income (expense), net
|
$
|
(14.7
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
1.4
|
|
(1)
|
During 2019, we received a payment and recorded a gain of CAD 2.0 million, or $1.5 million, resulting from a purchase price agreement related to the historical sale of Molson Inc.'s ownership interest in the Montreal Canadiens, which is considered an affiliate of MCBC.
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Domestic
|
$
|
1,136.1
|
|
|
$
|
1,320.4
|
|
|
$
|
1,488.3
|
|
Foreign
|
(656.2
|
)
|
|
39.4
|
|
|
(105.1
|
)
|
|||
Total
|
$
|
479.9
|
|
|
$
|
1,359.8
|
|
|
$
|
1,383.2
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
69.1
|
|
|
$
|
(22.9
|
)
|
|
$
|
(177.1
|
)
|
State
|
9.4
|
|
|
(4.7
|
)
|
|
4.7
|
|
|||
Foreign
|
46.7
|
|
|
38.7
|
|
|
36.5
|
|
|||
Total current tax expense (benefit)
|
$
|
125.2
|
|
|
$
|
11.1
|
|
|
$
|
(135.9
|
)
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
128.3
|
|
|
$
|
232.2
|
|
|
$
|
(79.5
|
)
|
State
|
22.2
|
|
|
31.2
|
|
|
33.5
|
|
|||
Foreign
|
(42.0
|
)
|
|
(49.3
|
)
|
|
(22.7
|
)
|
|||
Total deferred tax expense (benefit)
|
$
|
108.5
|
|
|
$
|
214.1
|
|
|
$
|
(68.7
|
)
|
Total income tax expense (benefit)
|
$
|
233.7
|
|
|
$
|
225.2
|
|
|
$
|
(204.6
|
)
|
|
For the years ended
|
|||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
Statutory Federal income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefits
|
3.4
|
%
|
|
1.4
|
%
|
|
2.2
|
%
|
Effect of foreign tax rates and tax planning
|
(21.2
|
)%
|
|
(8.1
|
)%
|
|
(16.5
|
)%
|
Effect of U.S. tax reform
|
—
|
%
|
|
0.2
|
%
|
|
(41.0
|
)%
|
Effect of unrecognized tax benefits
|
3.7
|
%
|
|
0.8
|
%
|
|
(0.3
|
)%
|
Change in valuation allowance
|
6.0
|
%
|
|
0.7
|
%
|
|
3.6
|
%
|
Goodwill impairment
|
36.5
|
%
|
|
—
|
%
|
|
—
|
%
|
Other, net
|
(0.7
|
)%
|
|
0.6
|
%
|
|
2.2
|
%
|
Effective tax rate
|
48.7
|
%
|
|
16.6
|
%
|
|
(14.8
|
)%
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Non-current deferred tax assets:
|
|
|
|
||||
Compensation-related obligations
|
$
|
54.8
|
|
|
$
|
55.8
|
|
Pension and postretirement benefits
|
115.9
|
|
|
121.4
|
|
||
Foreign exchange gain/loss
|
1.8
|
|
|
—
|
|
||
Derivative instruments
|
41.8
|
|
|
8.9
|
|
||
Tax credit carryforwards
|
41.1
|
|
|
54.5
|
|
||
Tax loss carryforwards
|
267.1
|
|
|
1,201.8
|
|
||
Accrued liabilities and other
|
48.3
|
|
|
76.2
|
|
||
Valuation allowance
|
(73.8
|
)
|
|
(1,040.0
|
)
|
||
Total non-current deferred tax assets
|
$
|
497.0
|
|
|
$
|
478.6
|
|
Non-current deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
353.7
|
|
|
345.8
|
|
||
Partnerships and investments
|
18.8
|
|
|
17.0
|
|
||
Foreign exchange gain/loss
|
—
|
|
|
3.0
|
|
||
Intangible assets
|
2,279.9
|
|
|
2,167.1
|
|
||
Total non-current deferred tax liabilities
|
$
|
2,652.4
|
|
|
$
|
2,532.9
|
|
Net non-current deferred tax assets
|
—
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
$
|
2,155.4
|
|
|
$
|
2,054.3
|
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Domestic net non-current deferred tax liabilities
|
$
|
1,488.5
|
|
|
$
|
1,353.2
|
|
Foreign net non-current deferred tax assets
|
34.8
|
|
|
26.8
|
|
||
Foreign net non-current deferred tax liabilities
|
701.7
|
|
|
727.9
|
|
||
Net non-current deferred tax liabilities
|
$
|
2,155.4
|
|
|
$
|
2,054.3
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
51.6
|
|
|
$
|
41.9
|
|
|
$
|
39.7
|
|
Additions for tax positions related to the current year
|
18.1
|
|
|
22.3
|
|
|
13.5
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
0.7
|
|
|
13.6
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(8.4
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|||
Release due to statute expirations
|
(0.8
|
)
|
|
(1.6
|
)
|
|
(14.6
|
)
|
|||
Foreign currency adjustment
|
3.5
|
|
|
(3.3
|
)
|
|
2.5
|
|
|||
Balance at end of year
|
$
|
72.4
|
|
|
$
|
51.6
|
|
|
$
|
41.9
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Reconciliation of unrecognized tax benefits balance
|
|
|
|
|
|
||||||
Estimated interest and penalties
|
$
|
2.9
|
|
|
$
|
2.3
|
|
|
$
|
2.1
|
|
Unrecognized tax positions
|
72.4
|
|
|
51.6
|
|
|
41.9
|
|
|||
Total unrecognized tax benefits
|
$
|
75.3
|
|
|
$
|
53.9
|
|
|
$
|
44.0
|
|
|
|
|
|
|
|
||||||
Presented net against non-current deferred tax assets
|
$
|
68.4
|
|
|
$
|
47.8
|
|
|
$
|
37.9
|
|
Current (included in accounts payable and other current liabilities)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-current (included within other liabilities)
|
6.9
|
|
|
6.1
|
|
|
6.1
|
|
|||
Total unrecognized tax benefits
|
$
|
75.3
|
|
|
$
|
53.9
|
|
|
$
|
44.0
|
|
|
|
|
|
|
|
||||||
Amount of unrecognized tax benefits that would impact the effective tax rate, if recognized(1)
|
$
|
72.4
|
|
|
$
|
51.6
|
|
|
$
|
41.9
|
|
(1)
|
Amounts exclude the potential effects of valuation allowances, which may fully or partially offset the impact to the effective tax rate.
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Employee-related charges
|
|
|
|
|
|
||||||
Restructuring
|
$
|
52.4
|
|
|
$
|
34.7
|
|
|
$
|
2.6
|
|
Impairments or asset abandonment charges
|
|
|
|
|
|
||||||
U.S. - Asset abandonment(1)
|
15.8
|
|
|
8.2
|
|
|
14.5
|
|
|||
Canada - Goodwill impairment(2)
|
668.3
|
|
|
—
|
|
|
—
|
|
|||
Canada - Asset abandonment(3)
|
23.0
|
|
|
24.5
|
|
|
14.4
|
|
|||
Europe - Asset abandonment(4)
|
1.2
|
|
|
3.8
|
|
|
9.5
|
|
|||
International - Goodwill and intangible asset impairment(2)
|
12.2
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
3.4
|
|
|
—
|
|
|
—
|
|
|||
Termination fees and other (gains) losses
|
|
|
|
|
|
||||||
U.S. - Gain on sale of asset
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|||
Canada - Gain on sale of brewery(3)
|
(61.3
|
)
|
|
—
|
|
|
—
|
|
|||
Europe - Deconsolidation of VIE
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Europe - Gain on sale of asset(4)
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||
International(5)
|
0.8
|
|
|
7.1
|
|
|
—
|
|
|||
Purchase price adjustment settlement gain(6)
|
—
|
|
|
(328.0
|
)
|
|
—
|
|
|||
Total Special items, net
|
$
|
708.8
|
|
|
$
|
(249.7
|
)
|
|
$
|
36.4
|
|
(1)
|
Following management approval in December 2019, in January 2020, we announced plans to cease production at our Irwindale, California brewery and entered into an option agreement with Pabst Brewing Company, LLC ("Pabst"), granting Pabst an option to purchase our Irwindale, California brewery, including plant equipment and machinery and the underlying land.
|
(2)
|
During the third quarter of 2019, we recorded goodwill impairment losses within our Canada and India reporting units of $668.3 million and $6.1 million, respectively. We also recorded impairment losses related to definite-lived intangible assets in India of $6.1 million. See Note 10, "Goodwill and Intangible Assets" for further discussion.
|
(3)
|
During 2019, 2018 and 2017, we incurred asset abandonment charges, consisting primarily of accelerated depreciation in excess of normal depreciation related to the closure of the Vancouver brewery, which occurred in the third quarter of 2019, and the planned closure of the Montreal brewery, which is currently expected to occur in 2021. We currently expect to incur additional charges, including estimated accelerated depreciation charges in excess of normal depreciation of approximately CAD 27 million, through final closure of the Montreal brewery. However, due to the uncertainty inherent in our estimates, these estimated future accelerated depreciation charges as well as the timing of the brewery closure are subject to change. Additionally, during the second quarter of 2019, we completed the sale of the existing Montreal brewery property for $96.2 million (CAD 126 million), and recognized a gain of $61.3 million. See Note 19, "Leases" for further discussion.
|
(4)
|
As a result of our continued strategic review of our European supply chain network, during 2019, 2018 and 2017, we incurred charges consisting primarily of accelerated depreciation in excess of normal depreciation related to the closure of our Burton South brewery and other associated closure costs. The Burton South Brewery closed during the first quarter of 2018. Additionally, as part of this review, related to the closures of our Plovdiv brewery in Bulgaria and Alton brewery in the U.K., during 2018 and 2017, we recorded asset abandonment related special charges. Separately, during 2017 we completed the sale of land related to our previously closed Plovdiv brewery and received net cash proceeds of $8.2 million and recognized a gain of $4.6 million.
|
(5)
|
Represents charges related to the exit of our China business in 2018, consisting primarily of the reclassification of the associated cumulative foreign currency translation adjustment from AOCI upon substantial liquidation in the fourth quarter of 2018. See Note 14, "Accumulated Other Comprehensive Income (Loss)" for further details.
|
(6)
|
During the first quarter of 2018, we received $330.0 million from ABI, of which $328.0 million constituted a purchase price adjustment (the "Adjustment Amount"), related to the Miller International Business which was acquired in our acquisition of the remaining portion of MillerCoors which occurred on October 11, 2016. As this settlement occurred following the finalization of purchase accounting, we recorded the settlement proceeds related to the Adjustment Amount as a gain within special items, net in our consolidated statement of operations in our Corporate segment and within cash provided by operating activities in our consolidated statement of cash flows for the year ended December 31, 2018.
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
International
|
|
Corporate
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
5.1
|
|
|
$
|
5.9
|
|
|
$
|
2.8
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
14.7
|
|
Charges incurred and changes in estimates
|
0.8
|
|
|
—
|
|
|
0.1
|
|
|
1.6
|
|
|
0.1
|
|
|
2.6
|
|
||||||
Payments made
|
(5.3
|
)
|
|
(1.9
|
)
|
|
(1.3
|
)
|
|
(1.6
|
)
|
|
(0.8
|
)
|
|
(10.9
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Balance as of December 31, 2017
|
$
|
0.6
|
|
|
$
|
4.3
|
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
Charges incurred and changes in estimates
|
29.6
|
|
|
(0.7
|
)
|
|
2.2
|
|
|
2.2
|
|
|
1.4
|
|
|
34.7
|
|
||||||
Payments made
|
(8.6
|
)
|
|
(2.0
|
)
|
|
(3.3
|
)
|
|
(1.8
|
)
|
|
(0.1
|
)
|
|
(15.8
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Balance as of December 31, 2018
|
$
|
21.6
|
|
|
$
|
1.5
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
1.3
|
|
|
$
|
25.6
|
|
Charges incurred and changes in estimates
|
18.3
|
|
|
10.4
|
|
|
9.0
|
|
|
2.5
|
|
|
12.2
|
|
|
52.4
|
|
||||||
Payments made
|
(23.3
|
)
|
|
(0.6
|
)
|
|
(5.1
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|
(31.1
|
)
|
||||||
Foreign currency and other adjustments
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Balance as of December 31, 2019
|
$
|
16.6
|
|
|
$
|
11.5
|
|
|
$
|
4.5
|
|
|
$
|
2.4
|
|
|
$
|
12.1
|
|
|
$
|
47.1
|
|
|
Common stock
issued
|
|
Exchangeable
shares issued
|
||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||
|
(Share amounts in millions)
|
||||||||||
Balance as of December 31, 2016
|
2.6
|
|
|
203.7
|
|
|
2.9
|
|
|
15.2
|
|
Shares issued under equity compensation plans
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(0.5
|
)
|
Balance as of December 31, 2017
|
2.6
|
|
|
204.7
|
|
|
2.9
|
|
|
14.7
|
|
Shares issued under equity compensation plans
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
Shares exchanged for Class B exchangeable shares
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
Balance as of December 31, 2018
|
2.6
|
|
|
205.4
|
|
|
2.8
|
|
|
14.8
|
|
Shares issued under equity compensation plans
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
Shares exchanged for common stock
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
Shares exchanged for Class B exchangeable shares
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
Balance as of December 31, 2019
|
2.6
|
|
|
205.7
|
|
|
2.7
|
|
|
14.8
|
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Land and improvements
|
$
|
417.0
|
|
|
$
|
369.3
|
|
Buildings and improvements
|
1,025.8
|
|
|
953.6
|
|
||
Machinery and equipment
|
4,540.9
|
|
|
4,095.0
|
|
||
Returnable containers
|
386.7
|
|
|
403.4
|
|
||
Furniture and fixtures
|
264.6
|
|
|
361.1
|
|
||
Software
|
468.1
|
|
|
445.0
|
|
||
Natural resource properties
|
3.8
|
|
|
3.8
|
|
||
Construction in progress
|
444.2
|
|
|
535.9
|
|
||
Total properties cost
|
7,551.1
|
|
|
7,167.1
|
|
||
Less: accumulated depreciation
|
(3,004.6
|
)
|
|
(2,558.8
|
)
|
||
Properties, net
|
$
|
4,546.5
|
|
|
$
|
4,608.3
|
|
|
U.S.
|
|
Canada
|
|
Europe
|
|
International
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance as of December 31, 2017
|
$
|
5,928.5
|
|
|
$
|
932.1
|
|
|
$
|
1,538.0
|
|
|
$
|
6.9
|
|
|
$
|
8,405.5
|
|
Adjustments to preliminary purchase price allocation
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|||||
Business acquisition
|
—
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|||||
Foreign currency translation
|
—
|
|
|
(72.7
|
)
|
|
(78.9
|
)
|
|
(0.6
|
)
|
|
(152.2
|
)
|
|||||
Balance as of December 31, 2018
|
$
|
5,928.5
|
|
|
$
|
856.6
|
|
|
$
|
1,469.4
|
|
|
$
|
6.3
|
|
|
$
|
8,260.8
|
|
Impairments
|
—
|
|
|
(668.3
|
)
|
|
—
|
|
|
(6.1
|
)
|
|
(674.4
|
)
|
|||||
Foreign currency translation
|
—
|
|
|
29.8
|
|
|
15.4
|
|
|
(0.2
|
)
|
|
45.0
|
|
|||||
Balance as of December 31, 2019
|
$
|
5,928.5
|
|
|
$
|
218.1
|
|
|
$
|
1,484.8
|
|
|
$
|
—
|
|
|
$
|
7,631.4
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
10 - 50
|
|
$
|
5,036.3
|
|
|
$
|
(865.1
|
)
|
|
$
|
4,171.2
|
|
License agreements and distribution rights
|
15 - 20
|
|
202.0
|
|
|
(90.6
|
)
|
|
111.4
|
|
|||
Other
|
3 - 40
|
|
124.0
|
|
|
(39.4
|
)
|
|
84.6
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
8,172.4
|
|
|
—
|
|
|
8,172.4
|
|
|||
Distribution networks
|
Indefinite
|
|
778.8
|
|
|
—
|
|
|
778.8
|
|
|||
Other
|
Indefinite
|
|
337.6
|
|
|
—
|
|
|
337.6
|
|
|||
Total
|
|
|
$
|
14,651.1
|
|
|
$
|
(995.1
|
)
|
|
$
|
13,656.0
|
|
|
Useful life
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||
|
(Years)
|
|
(In millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
10 - 50
|
|
$
|
4,988.0
|
|
|
$
|
(682.4
|
)
|
|
$
|
4,305.6
|
|
License agreements and distribution rights
|
15 - 28
|
|
220.2
|
|
|
(95.7
|
)
|
|
124.5
|
|
|||
Other
|
2 - 40
|
|
129.2
|
|
|
(32.2
|
)
|
|
97.0
|
|
|||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
8,169.9
|
|
|
—
|
|
|
8,169.9
|
|
|||
Distribution networks
|
Indefinite
|
|
741.8
|
|
|
—
|
|
|
741.8
|
|
|||
Other
|
Indefinite
|
|
337.6
|
|
|
—
|
|
|
337.6
|
|
|||
Total
|
|
|
$
|
14,586.7
|
|
|
$
|
(810.3
|
)
|
|
$
|
13,776.4
|
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2020
|
|
$
|
216.7
|
|
2021
|
|
210.5
|
|
|
2022
|
|
208.4
|
|
|
2023
|
|
205.4
|
|
|
2024
|
|
205.4
|
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Senior notes:
|
|
|
|
||||
CAD 500 million 2.75% notes due September 2020(1)
|
$
|
384.9
|
|
|
$
|
366.6
|
|
CAD 500 million 2.84% notes due July 2023(2)
|
384.9
|
|
|
366.6
|
|
||
CAD 500 million 3.44% notes due July 2026(1)(2)
|
384.9
|
|
|
366.6
|
|
||
$500 million 1.45% notes due July 2019(2)
|
—
|
|
|
500.0
|
|
||
$500 million 1.9% notes due March 2019(3)
|
—
|
|
|
499.8
|
|
||
$500 million 2.25% notes due March 2020(3)
|
499.8
|
|
|
499.0
|
|
||
$1.0 billion 2.1% notes due July 2021(2)
|
1,000.0
|
|
|
1,000.0
|
|
||
$500 million 3.5% notes due May 2022(4)
|
506.5
|
|
|
509.3
|
|
||
$2.0 billion 3.0% notes due July 2026(2)
|
2,000.0
|
|
|
2,000.0
|
|
||
$1.1 billion 5.0% notes due May 2042(4)
|
1,100.0
|
|
|
1,100.0
|
|
||
$1.8 billion 4.2% notes due July 2046(2)
|
1,800.0
|
|
|
1,800.0
|
|
||
EUR 500 million notes due March 2019(3)
|
—
|
|
|
573.4
|
|
||
EUR 800 million 1.25% notes due July 2024(2)
|
897.0
|
|
|
917.4
|
|
||
Finance leases and other(5)
|
129.5
|
|
|
43.0
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(56.7
|
)
|
|
(64.8
|
)
|
||
Total long-term debt (including current portion)
|
9,030.8
|
|
|
10,476.9
|
|
||
Less: current portion of long-term debt
|
(921.3
|
)
|
|
(1,583.1
|
)
|
||
Total long-term debt
|
$
|
8,109.5
|
|
|
$
|
8,893.8
|
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Other short-term borrowings(6)
|
$
|
6.9
|
|
|
$
|
11.4
|
|
Current portion of long-term debt
|
921.3
|
|
|
1,583.1
|
|
||
Current portion of long-term debt and short-term borrowings
|
$
|
928.2
|
|
|
$
|
1,594.5
|
|
(1)
|
Prior to Molson Coors International, L.P., a Delaware limited partnership and wholly-owned subsidiary of MCBC ("Molson Coors International L.P."), issuing our CAD 500 million 2.75% notes due September 18, 2020 (the "2015 Notes"), on September 18, 2015, we entered into forward starting interest rate swap agreements to hedge the interest rate volatility for a 10 year period. We settled these swaps at the time of issuance of the 2015 Notes and are amortizing a portion of the resulting loss from AOCI to interest expense over the remaining term of the 2015 Notes as well as over a portion of the 2016 Notes defined below up to the full 10-year term of the interest rate swap agreements. The amortizing loss will increase our effective cost of borrowing compared to the stated coupon rates by 0.65% and 0.60% on each of the CAD 500 million notes due in 2020 and 2026, respectively. See Note 16, "Derivative Instruments and Hedging Activities" for further details on the forward starting interest rate swaps.
|
(2)
|
On July 7, 2016, MCBC issued approximately $5.3 billion senior notes with portions maturing from July 15, 2019 through July 15, 2046 ("2016 USD Notes"), and EUR 800.0 million senior notes maturing July 15, 2024 ("2016 EUR Notes"), and Molson Coors International L.P., completed a private placement of CAD 1.0 billion senior notes maturing July 15, 2023, and July 15, 2026 ("2016 CAD Notes"), in order to partially fund the financing of the Acquisition (2016 USD Notes, 2016 EUR Notes and 2016 CAD Notes, collectively, the "2016 Notes"). These issuances resulted in total proceeds of approximately $6.9 billion, net of underwriting fees and discounts of $36.5 million and $17.7 million, respectively. Total debt issuance costs capitalized in connection with these notes including underwriting fees, discounts and other financing related costs, were approximately $65 million and are being amortized over the respective terms of the 2016 Notes. The 2016 Notes began accruing interest upon issuance, with semi-annual payments due on the 2016 USD Notes and 2016 CAD Notes in January and July beginning in 2017, and annual interest payments due on the
|
(3)
|
On March 15, 2017, MCBC issued approximately $1.5 billion of senior notes, consisting of $500 million 1.9% senior notes due March 15, 2019, and $500 million 2.25% senior notes due March 15, 2020 (collectively, the "2017 USD Notes") and EUR 500 million floating rate senior notes due March 15, 2019 ("2017 EUR Notes") (2017 USD Notes and 2017 EUR Notes, collectively, the "2017 Notes"). We bear quarterly interest on the 2017 EUR Notes at the rate of 0.35% plus three-month EURIBOR. These issuances resulted in total proceeds of approximately $1.5 billion, net of underwriting fees and discounts of $3.1 million and $0.7 million, respectively. Total debt issuance costs capitalized in connection with these notes, including underwriting fees, discounts and other financing related costs, were $6.1 million and are being amortized over the respective terms of the 2017 Notes. The 2017 Notes began accruing interest upon issuance, with quarterly payments due on the 2017 EUR Notes beginning June 15, 2017, and semi-annual payments due on the 2017 USD Notes beginning September 15, 2017. During the first quarter of 2019, we repaid the $500 million 1.9% senior notes and EUR 500 million floating rate senior notes.
|
(4)
|
On May 3, 2012, we issued approximately $1.9 billion of senior notes with portions maturing in 2017, 2022 and 2042. The issuance resulted in total proceeds, before expenses, of approximately $1.9 billion, net of underwriting fees and discounts of $14.7 million and $4.6 million, respectively. Total debt issuance costs capitalized in connection with these senior notes, including the underwriting fees and discounts, were approximately $18.0 million and are being amortized over the term of the notes.
|
(5)
|
As of January 1, 2019, we reclassified approximately $3 million and $82 million of short-term and long-term finance lease liabilities from accounts payable and other current liabilities and other non-current liabilities to current portion of long-term debt and short-term borrowings and long-term debt, respectively, in connection with our adoption of the new lease accounting standard. See Note 2, "New Accounting Pronouncements" for further details.
|
(6)
|
As of December 31, 2019, we had $1.1 million in bank overdrafts and $55.0 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $53.9 million. As of December 31, 2018, we had $1.1 million in bank overdrafts and $88.9 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $87.8 million.
|
•
|
USD 5 million overdraft facility at USD Prime plus 5%
|
Year
|
|
Amount
|
||
|
|
(In millions)
|
||
2020
|
|
$
|
897.2
|
|
2021
|
|
1,005.2
|
|
|
2022
|
|
505.0
|
|
|
2023
|
|
389.7
|
|
|
2024
|
|
901.6
|
|
|
Thereafter
|
|
5,294.9
|
|
|
Total
|
|
$
|
8,993.6
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Interest incurred
|
$
|
289.2
|
|
|
$
|
311.7
|
|
|
$
|
351.8
|
|
Interest capitalized
|
(8.3
|
)
|
|
(5.5
|
)
|
|
(2.5
|
)
|
|||
Interest expensed
|
$
|
280.9
|
|
|
$
|
306.2
|
|
|
$
|
349.3
|
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Finished goods
|
$
|
236.7
|
|
|
$
|
229.8
|
|
Work in process
|
84.0
|
|
|
83.4
|
|
||
Raw materials
|
227.1
|
|
|
224.3
|
|
||
Packaging materials
|
68.1
|
|
|
54.3
|
|
||
Inventories, net
|
$
|
615.9
|
|
|
$
|
591.8
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
(In millions)
|
||||||||||
Pretax share-based compensation expense(1)
|
$
|
8.5
|
|
|
$
|
42.6
|
|
|
$
|
58.3
|
|
Tax benefit
|
(1.6
|
)
|
|
(6.9
|
)
|
|
(11.1
|
)
|
|||
After-tax share-based compensation expense
|
$
|
6.9
|
|
|
$
|
35.7
|
|
|
$
|
47.2
|
|
(1)
|
The decrease in share-based compensation expense in 2019 was primarily driven by the reversal of cumulative compensation expense previously recognized for our 2018 and 2017 PSU awards as the achievement of the performance conditions are no longer deemed probable for the respective performance periods, as well as the impacts of the reversal of expense associated with forfeitures related to the revitalization plan initiated in 2019. Additionally, our share-based compensation expense in 2018 and 2017 also includes expense associated with replacement awards issued in connection with the Acquisition.
|
|
RSUs and DSUs
|
|
PSUs
|
||||
|
Units
|
|
Weighted-average
grant date fair value per unit
|
|
Units
|
|
Weighted-average grant date fair value per unit
|
|
(In millions, except per unit amounts)
|
||||||
Non-vested as of December 31, 2018
|
1.0
|
|
$88.53
|
|
0.5
|
|
$86.85
|
Granted
|
0.5
|
|
$55.05
|
|
0.3
|
|
$53.31
|
Vested
|
(0.4)
|
|
$98.91
|
|
(0.1)
|
|
$88.01
|
Forfeited
|
(0.1)
|
|
$71.54
|
|
(0.1)
|
|
$72.53
|
Non-vested as of December 31, 2019
|
1.0
|
|
$68.18
|
|
0.6
|
|
$70.37
|
|
Stock options
|
||||||||
|
Awards
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic
value
|
||
|
(In millions, except per share amounts and years)
|
||||||||
Outstanding as of December 31, 2018
|
1.3
|
|
$70.56
|
|
5.2
|
|
$
|
4.3
|
|
Granted
|
0.4
|
|
$60.87
|
|
|
|
|
|
|
Exercised
|
(0.1)
|
|
$43.86
|
|
|
|
|
|
|
Forfeited
|
—
|
|
—
|
|
|
|
|
|
|
Outstanding as of December 31, 2019
|
1.6
|
|
$68.77
|
|
3.8
|
|
$
|
3.1
|
|
Expected to vest as of December 31, 2019
|
0.3
|
|
$67.27
|
|
8.8
|
|
$
|
—
|
|
Exercisable as of December 31, 2019
|
1.3
|
|
$69.09
|
|
2.8
|
|
$
|
3.1
|
|
|
For the years ended
|
||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
Risk-free interest rate
|
2.46%
|
|
2.65%
|
|
2.04%
|
Dividend yield
|
4.16%
|
|
2.08%
|
|
1.64%
|
Volatility range
|
24.46% - 24.60%
|
|
22.36% - 24.14%
|
|
22.40% - 22.88%
|
Weighted-average volatility
|
24.48%
|
|
22.81%
|
|
22.52%
|
Expected term (years)
|
5.3
|
|
5.3
|
|
5.1
|
Weighted-average fair value
|
$9.20
|
|
$15.44
|
|
$18.66
|
|
For the years ended
|
||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
Risk-free interest rate
|
2.49%
|
|
2.34%
|
|
1.59%
|
Dividend yield
|
4.17%
|
|
2.08%
|
|
1.64%
|
Volatility range
|
13.82% - 42.46%
|
|
13.03% - 81.87%
|
|
13.71% - 80.59%
|
Weighted-average volatility
|
24.97%
|
|
22.76%
|
|
24.24%
|
Expected term (years)
|
2.8
|
|
2.8
|
|
2.8
|
Weighted-average fair market value
|
$53.31
|
|
$78.30
|
|
$97.13
|
|
MCBC stockholders' equity
|
||||||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Gain (loss) on
derivative
instruments
|
|
Pension and
Postretirement
Benefit
adjustments
|
|
Equity Method
Investments
|
|
Accumulated
other
comprehensive
income (loss)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
As of December 31, 2016 (1)
|
$
|
(972.0
|
)
|
|
$
|
2.6
|
|
|
$
|
(532.5
|
)
|
|
$
|
(69.9
|
)
|
|
$
|
(1,571.8
|
)
|
Foreign currency translation adjustments
|
638.3
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
643.0
|
|
|||||
Gain (loss) on net investment hedges
|
(182.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182.6
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
181.8
|
|
|
—
|
|
|
181.8
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income and settlement
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
|
14.3
|
|
|||||
Tax benefit (expense)
|
107.8
|
|
|
4.6
|
|
|
(36.9
|
)
|
|
(3.9
|
)
|
|
71.6
|
|
|||||
As of December 31, 2017
|
$
|
(408.5
|
)
|
|
$
|
(13.5
|
)
|
|
$
|
(378.5
|
)
|
|
$
|
(59.5
|
)
|
|
$
|
(860.0
|
)
|
Foreign currency translation adjustments
|
(411.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(412.2
|
)
|
|||||
Reclassification of cumulative translation adjustment to
income (2) |
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Gain (loss) on net investment hedges
|
106.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106.4
|
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
14.5
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
55.4
|
|
|
—
|
|
|
55.4
|
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income and settlement
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|||||
Tax benefit (expense)
|
(51.0
|
)
|
|
(4.7
|
)
|
|
(13.5
|
)
|
|
0.2
|
|
|
(69.0
|
)
|
|||||
As of December 31, 2018
|
$
|
(758.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(330.7
|
)
|
|
$
|
(60.3
|
)
|
|
$
|
(1,150.0
|
)
|
Foreign currency translation adjustments
|
129.3
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
126.8
|
|
|||||
Gain (loss) on net investment hedges
|
50.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.3
|
|
|||||
Unrealized gain (loss) on derivative instruments
|
—
|
|
|
(111.3
|
)
|
|
—
|
|
|
—
|
|
|
(111.3
|
)
|
|||||
Reclassification of derivative (gain) loss to income
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Pension and other postretirement benefit adjustments
|
—
|
|
|
—
|
|
|
(43.7
|
)
|
|
—
|
|
|
(43.7
|
)
|
|||||
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income and settlement
|
—
|
|
|
—
|
|
|
26.5
|
|
|
—
|
|
|
26.5
|
|
|||||
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.4
|
)
|
|
(14.4
|
)
|
|||||
Tax benefit (expense)
|
(0.1
|
)
|
|
27.0
|
|
|
(2.9
|
)
|
|
3.8
|
|
|
27.8
|
|
|||||
Net current-period other comprehensive income (loss)
|
179.5
|
|
|
(83.7
|
)
|
|
(22.6
|
)
|
|
(10.6
|
)
|
|
62.6
|
|
|||||
(73.3
|
)
|
|
(3.8
|
)
|
|
2.3
|
|
|
—
|
|
|
(74.8
|
)
|
||||||
As of December 31, 2019
|
$
|
(652.5
|
)
|
|
$
|
(87.8
|
)
|
|
$
|
(351.0
|
)
|
|
$
|
(70.9
|
)
|
|
$
|
(1,162.2
|
)
|
(1)
|
Amounts have been adjusted to reflect the retrospective application of a change in presentation. Specifically, the unrealized gain (loss) on outstanding net investment hedge positions was historically presented within the "gain (loss) on derivative instruments" column of this table. Once settled, the realized gain (loss) was reclassified to be presented within the "foreign currency translation adjustments" column. We have retrospectively adjusted this table to present all activity associated with net investment hedge positions within the "foreign currency translation adjustments" column, along with other insignificant presentational reclassifications. These presentational changes had no net impact on our aggregate AOCI balances or our total comprehensive income (loss) amounts on our consolidated statements of comprehensive income (loss) for any period presented. However, we have retrospectively reflected a presentational reclassification of $116.0 million between the foreign currency translation adjustments and unrealized gain (loss) on derivative instruments lines on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2017.
|
(2)
|
As a result of exiting our China business, the associated cumulative foreign currency translation adjustment was reclassified from AOCI and recognized within special items, net upon substantial liquidation. See Note 7, "Special Items" for further details.
|
|
For the years ended
|
|
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
||||||
|
Reclassifications from AOCI
|
|
Location of gain (loss)
recognized in income
|
||||||||||
|
(In millions)
|
|
|
||||||||||
Gain/(loss) on cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Forward starting interest rate swaps
|
$
|
(3.0
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(3.7
|
)
|
|
Interest expense, net
|
Foreign currency forwards
|
3.1
|
|
|
(0.2
|
)
|
|
3.7
|
|
|
Cost of goods sold
|
|||
Foreign currency forwards
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|
Other income (expense), net
|
|||
Total income (loss) reclassified, before tax
|
(0.6
|
)
|
|
(3.4
|
)
|
|
(2.0
|
)
|
|
|
|||
Income tax benefit (expense)
|
0.1
|
|
|
0.9
|
|
|
0.7
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
$
|
(0.5
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
||||||
Prior service benefit (cost)
|
$
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.5
|
)
|
|
Other pension and postretirement benefits (costs), net
|
Net actuarial gain (loss) and settlement
|
(26.1
|
)
|
|
(6.0
|
)
|
|
(3.9
|
)
|
|
Other pension and postretirement benefits (costs), net
|
|||
Total income (loss) reclassified, before tax
|
(26.5
|
)
|
|
(6.5
|
)
|
|
(4.4
|
)
|
|
|
|||
Income tax benefit (expense)
|
6.8
|
|
|
1.6
|
|
|
0.8
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
$
|
(19.7
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
(3.6
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Other reclassifications from AOCI to Income:
|
|
|
|
|
|
|
|
||||||
China cumulative translation adjustment resulting from substantial liquidation
|
$
|
—
|
|
|
$
|
(6.0
|
)
|
|
$
|
—
|
|
|
Special items, net
|
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Net income (loss) reclassified, net of tax
|
$
|
—
|
|
|
$
|
(6.0
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total income (loss) reclassified, net of tax
|
$
|
(20.2
|
)
|
|
$
|
(13.4
|
)
|
|
$
|
(4.9
|
)
|
|
|
|
For the years ended
|
||||||||||||||||||||||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
|
Pension
|
|
OPEB
|
|
Consolidated
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Service cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
4.0
|
|
|
$
|
7.0
|
|
|
$
|
11.0
|
|
|
$
|
5.5
|
|
|
$
|
9.3
|
|
|
$
|
14.8
|
|
|
$
|
7.7
|
|
|
$
|
10.9
|
|
|
$
|
18.6
|
|
Other pension and postretirement costs (benefits), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest cost
|
161.9
|
|
|
25.5
|
|
|
187.4
|
|
|
161.8
|
|
|
25.8
|
|
|
187.6
|
|
|
205.6
|
|
|
30.6
|
|
|
236.2
|
|
|||||||||
Expected return on plan assets, net of expenses
|
(217.3
|
)
|
|
0.5
|
|
|
(216.8
|
)
|
|
(232.8
|
)
|
|
0.5
|
|
|
(232.3
|
)
|
|
(287.9
|
)
|
|
0.4
|
|
|
(287.5
|
)
|
|||||||||
Amortization of prior service cost (benefit)
|
1.1
|
|
|
(0.7
|
)
|
|
0.4
|
|
|
0.7
|
|
|
(0.2
|
)
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||||||
Amortization of net actuarial loss (gain)
|
10.4
|
|
|
(14.1
|
)
|
|
(3.7
|
)
|
|
7.6
|
|
|
(1.7
|
)
|
|
5.9
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
|||||||||
Curtailment, settlement or special termination benefit loss (gain)(1)
|
30.5
|
|
|
—
|
|
|
30.5
|
|
|
0.8
|
|
|
0.1
|
|
|
0.9
|
|
|
(5.4
|
)
|
|
(2.9
|
)
|
|
(8.3
|
)
|
|||||||||
Expected participant contributions
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||||||
Total other pension and postretirement cost (benefits), net
|
$
|
(14.1
|
)
|
|
$
|
11.2
|
|
|
$
|
(2.9
|
)
|
|
$
|
(62.7
|
)
|
|
$
|
24.5
|
|
|
$
|
(38.2
|
)
|
|
$
|
(75.5
|
)
|
|
$
|
28.1
|
|
|
$
|
(47.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic pension and OPEB cost (benefit)
|
$
|
(10.1
|
)
|
|
$
|
18.2
|
|
|
$
|
8.1
|
|
|
$
|
(57.2
|
)
|
|
$
|
33.8
|
|
|
$
|
(23.4
|
)
|
|
$
|
(67.8
|
)
|
|
$
|
39.0
|
|
|
$
|
(28.8
|
)
|
(1)
|
During the fourth quarter of 2019, we utilized plan assets to purchase buy-out annuity contracts for a portion of our Canadian pension plans and recognized a pension settlement charge of $29.8 million.
|
|
For the year ended December 31, 2019
|
|
For the year ended December 31, 2018
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Total
|
|
Pension
|
|
OPEB
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year benefit obligation
|
$
|
4,904.7
|
|
|
$
|
672.1
|
|
|
$
|
5,576.8
|
|
|
$
|
5,584.4
|
|
|
$
|
803.6
|
|
|
$
|
6,388.0
|
|
Service cost, net of expected employee contributions
|
3.3
|
|
|
7.0
|
|
|
10.3
|
|
|
4.7
|
|
|
9.3
|
|
|
14.0
|
|
||||||
Interest cost
|
161.9
|
|
|
25.5
|
|
|
187.4
|
|
|
161.8
|
|
|
25.8
|
|
|
187.6
|
|
||||||
Actual employee contributions
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||
Actuarial loss (gain)
|
533.4
|
|
|
7.4
|
|
|
540.8
|
|
|
(342.3
|
)
|
|
(108.8
|
)
|
|
(451.1
|
)
|
||||||
Amendments and special termination benefits
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
10.7
|
|
|
(3.2
|
)
|
|
7.5
|
|
||||||
Benefits paid
|
(350.6
|
)
|
|
(44.1
|
)
|
|
(394.7
|
)
|
|
(296.8
|
)
|
|
(44.1
|
)
|
|
(340.9
|
)
|
||||||
Curtailment and settlement
|
(192.9
|
)
|
|
(0.2
|
)
|
|
(193.1
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Foreign currency exchange rate change
|
139.7
|
|
|
4.8
|
|
|
144.5
|
|
|
(217.8
|
)
|
|
(10.5
|
)
|
|
(228.3
|
)
|
||||||
Benefit obligation at end of year
|
$
|
5,198.6
|
|
|
$
|
672.5
|
|
|
$
|
5,871.1
|
|
|
$
|
4,904.7
|
|
|
$
|
672.1
|
|
|
$
|
5,576.8
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior year fair value of assets
|
$
|
5,217.3
|
|
|
$
|
—
|
|
|
$
|
5,217.3
|
|
|
$
|
5,897.7
|
|
|
$
|
—
|
|
|
$
|
5,897.7
|
|
Actual return on plan assets
|
712.2
|
|
|
—
|
|
|
712.2
|
|
|
(156.1
|
)
|
|
—
|
|
|
(156.1
|
)
|
||||||
Employer contributions
|
5.1
|
|
|
44.1
|
|
|
49.2
|
|
|
8.9
|
|
|
44.1
|
|
|
53.0
|
|
||||||
Actual employee contributions
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||
Settlement
|
(192.9
|
)
|
|
—
|
|
|
(192.9
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Benefits and plan expenses paid
|
(350.6
|
)
|
|
(44.1
|
)
|
|
(394.7
|
)
|
|
(296.8
|
)
|
|
(44.1
|
)
|
|
(340.9
|
)
|
||||||
Foreign currency exchange rate change
|
150.5
|
|
|
—
|
|
|
150.5
|
|
|
(236.4
|
)
|
|
—
|
|
|
(236.4
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
5,542.1
|
|
|
$
|
—
|
|
|
$
|
5,542.1
|
|
|
$
|
5,217.3
|
|
|
$
|
—
|
|
|
$
|
5,217.3
|
|
Funded status:
|
$
|
343.5
|
|
|
$
|
(672.5
|
)
|
|
$
|
(329.0
|
)
|
|
$
|
312.6
|
|
|
$
|
(672.1
|
)
|
|
$
|
(359.5
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other non-current assets
|
$
|
434.3
|
|
|
$
|
—
|
|
|
$
|
434.3
|
|
|
$
|
416.7
|
|
|
$
|
—
|
|
|
$
|
416.7
|
|
Accounts payable and other current liabilities
|
(4.1
|
)
|
|
(42.6
|
)
|
|
(46.7
|
)
|
|
(4.5
|
)
|
|
(45.1
|
)
|
|
(49.6
|
)
|
||||||
Pension and postretirement benefits
|
(86.7
|
)
|
|
(629.9
|
)
|
|
(716.6
|
)
|
|
(99.6
|
)
|
|
(627.0
|
)
|
|
(726.6
|
)
|
||||||
Net amounts recognized
|
$
|
343.5
|
|
|
$
|
(672.5
|
)
|
|
$
|
(329.0
|
)
|
|
$
|
312.6
|
|
|
$
|
(672.1
|
)
|
|
$
|
(359.5
|
)
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Accumulated benefit obligation
|
$
|
793.6
|
|
|
$
|
742.1
|
|
Projected benefit obligation
|
$
|
794.0
|
|
|
$
|
742.4
|
|
Fair value of plan assets
|
$
|
703.2
|
|
|
$
|
638.3
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Pension
|
|
OPEB
|
|
Total
|
|
Pension
|
|
OPEB
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
685.7
|
|
|
$
|
(167.5
|
)
|
|
$
|
518.2
|
|
|
$
|
687.8
|
|
|
$
|
(191.7
|
)
|
|
$
|
496.1
|
|
Net prior service cost (benefit)
|
7.1
|
|
|
(4.9
|
)
|
|
2.2
|
|
|
10.2
|
|
|
(5.6
|
)
|
|
4.6
|
|
||||||
Total not yet recognized
|
$
|
692.8
|
|
|
$
|
(172.4
|
)
|
|
$
|
520.4
|
|
|
$
|
698.0
|
|
|
$
|
(197.3
|
)
|
|
$
|
500.7
|
|
|
Pension
|
|
OPEB
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Accumulated other comprehensive loss (income) as of December 31, 2017
|
$
|
646.9
|
|
|
$
|
(84.9
|
)
|
|
$
|
562.0
|
|
Amortization of prior service (costs) benefit
|
(0.7
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
|||
Amortization of net actuarial (loss) gain
|
(7.6
|
)
|
|
1.7
|
|
|
(5.9
|
)
|
|||
Net prior service cost
|
9.8
|
|
|
(4.1
|
)
|
|
5.7
|
|
|||
Settlement
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Current year actuarial loss (gain)
|
46.8
|
|
|
(107.9
|
)
|
|
(61.1
|
)
|
|||
Foreign currency exchange rate change
|
2.8
|
|
|
(2.2
|
)
|
|
0.6
|
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2018
|
$
|
698.0
|
|
|
$
|
(197.3
|
)
|
|
$
|
500.7
|
|
Amortization of prior service (costs) benefit
|
(1.1
|
)
|
|
0.7
|
|
|
(0.4
|
)
|
|||
Amortization of net actuarial (loss) gain
|
(10.4
|
)
|
|
14.1
|
|
|
3.7
|
|
|||
Net prior service cost
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||
Settlement and curtailment
|
(29.8
|
)
|
|
(0.2
|
)
|
|
(30.0
|
)
|
|||
Current year actuarial loss (gain)
|
38.5
|
|
|
7.4
|
|
|
45.9
|
|
|||
Foreign currency exchange rate change
|
(0.4
|
)
|
|
2.9
|
|
|
2.5
|
|
|||
Accumulated other comprehensive loss (income) as of December 31, 2019
|
$
|
692.8
|
|
|
$
|
(172.4
|
)
|
|
$
|
520.4
|
|
|
For the years ended
|
||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
Settlement discount rate
|
3.44%
|
|
3.92%
|
|
3.01%
|
|
3.34%
|
|
3.36%
|
|
3.76%
|
Rate of compensation increase
|
2.00%
|
|
N/A
|
|
2.00%
|
|
N/A
|
|
2.00%
|
|
N/A
|
Expected return on plan assets(1)
|
4.38%
|
|
N/A
|
|
4.10%
|
|
N/A
|
|
4.83%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 6.5% in 2019 to 4.5% in 2037
|
|
N/A
|
|
Ranging ratably from 6.75% in 2018 to 4.5% in 2037
|
|
N/A
|
|
Ranging ratably from 7.0% in 2017 to 4.5% in 2037
|
(1)
|
We develop our EROA assumptions annually with input from independent investment specialists including our actuaries, investment consultants, plan trustee and other specialists. Each EROA assumption is based on historical data, including historical returns, historical market rates and is calculated for each plan's individual asset class. The calculation includes inputs for interest, inflation, credit, and risk premium (active investment management) rates and fees paid to service providers. We consider our EROA to be a significant management estimate. Any material changes in the inputs to our methodology used in calculating our EROA could have a significant impact on our reported defined benefit pension plans' expense.
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
Settlement discount rate
|
2.55%
|
|
2.91%
|
|
3.44%
|
|
3.92%
|
Rate of compensation increase
|
2.00%
|
|
N/A
|
|
2.00%
|
|
N/A
|
Health care cost trend rate
|
N/A
|
|
Ranging ratably from 6.25% in 2020 to 3.57% in 2040
|
|
N/A
|
|
Ranging ratably from 6.5% in 2019 to 4.5% in 2037
|
(1)
|
optimize the long-term return on plan assets at an acceptable level of risk and manage projected future cash contributions;
|
(2)
|
maintain a broad diversification across asset classes and among investment managers; and
|
(3)
|
manage the risk level of the plans' assets in relation to the plans' liabilities.
|
|
Target
allocations
|
|
Actual
allocations
|
Equities
|
9.7%
|
|
7.2%
|
Fixed income
|
64.6%
|
|
70.1%
|
Real estate
|
6.3%
|
|
5.5%
|
Annuities
|
15.0%
|
|
15.1%
|
Other
|
4.4%
|
|
2.1%
|
•
|
Cash and short-term instruments—Includes cash, trades awaiting settlement, bank deposits, short-term bills and short-term notes. Our "trades awaiting settlement" category includes payables and receivables associated with asset purchases and sales that are awaiting final cash settlement as of year-end due to the use of trade date accounting for our pension plans assets. These payables normally settle within a few business days of the purchase or sale of the respective asset. The respective assets are included in or removed from our year end plan assets and categorized in their respective asset categories in the fair value hierarchy below. We include these items in Level 1 of this hierarchy, as the values are derived from quoted prices in active markets. Short-term instruments are included in Level 2 of the fair value hierarchy as these are highly liquid instruments that are valued using observable inputs, but their asset values are not publicly quoted.
|
•
|
Debt securities—Includes various government and corporate fixed income securities, interest and inflation-linked assets such as bonds and swaps, collateralized securities, and other debt securities. The majority of the plans' fixed income assets trade on "over the counter" exchanges, which provides observable inputs that are the primary data used to determine each individual investment's fair value. We also use independent pricing vendors, as well as matrix pricing techniques. Matrix pricing uses observable data from other similar investments as the primary input to determine the individual security's fair value. Government and corporate fixed income securities are generally classified as Level 2 in the fair value hierarchy as they are valued using observable inputs. Assets included in our collateralized securities include mortgage backed securities and collateralized mortgage obligations, which are considered Level 3 due to the use of the significant unobservable inputs used in deriving these assets' fair values.
|
•
|
Equities—Includes publicly traded common and other equity-like holdings, primarily publicly traded common stock and real estate investment trusts. Equity assets are well diversified between international and domestic investments. We consider equities quoted on public exchanges as Level 1 while other assets that are not quoted on public exchanges but valued using significant observable inputs as Level 2 depending on the individual asset's characteristics.
|
•
|
NAV per share practical expedient—Includes our debt funds, equity funds, hedge fund of funds, infrastructure funds, real estate fund holdings and private equity funds. The market values for these funds are based on the net asset values multiplied by the number of shares owned.
|
•
|
Annuities—Includes non-participating annuity buy-in insurance policies purchased to cover a portion of the plan members. The fair value of non-participating contracts fluctuates based on changes in the obligation associated with covered plan members. These values are considered Level 3 due to the use of the significant unobservable inputs used in deriving these assets' fair values.
|
•
|
Other—Includes derivatives, repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan, venture capital, and private equity. Derivatives are priced using observable inputs including yields, interest rate curves and spreads. Exchange traded derivatives are typically priced using the last trade price. Repurchase agreements are agreements where our plan has created an asset exposure using borrowed assets, creating a repurchase agreement liability, to facilitate the trade. The assets associated with the repurchase agreement and equity options are included in the other category in the fair value hierarchy, and the corresponding repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets. When determining the presentation of our target and asset allocations for repurchase agreements, we are viewing the asset type, as opposed to the investment vehicle, and accordingly include the associated assets within fixed income, specifically interest and inflation linked assets. We include recoverable tax items in Level 1 of this hierarchy, as these are cash receivables and the values are derived from quoted prices in active markets. Private equity is included in Level 3 as the values are based upon the use of unobservable inputs.
|
|
|
|
Fair value measurements as of December 31, 2019
|
||||||||||||
|
Total as of
December 31, 2019 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
107.2
|
|
|
$
|
107.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
17.2
|
|
|
17.2
|
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
16.4
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
711.8
|
|
|
—
|
|
|
711.8
|
|
|
—
|
|
||||
Corporate debt securities
|
272.3
|
|
|
—
|
|
|
272.3
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
948.1
|
|
|
—
|
|
|
938.8
|
|
|
9.3
|
|
||||
Annuities
|
|
|
|
|
|
|
|
|
|||||||
Buy-in annuities
|
748.1
|
|
|
—
|
|
|
—
|
|
|
748.1
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Equity options
|
6.3
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
||||
Repurchase agreements
|
(923.2
|
)
|
|
(923.2
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Private equity
|
72.8
|
|
|
—
|
|
|
—
|
|
|
72.8
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
1,977.5
|
|
|
$
|
(792.0
|
)
|
|
$
|
1,939.3
|
|
|
$
|
830.2
|
|
|
Total as of
December 31, 2019 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
1,977.5
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
1,636.7
|
|
|
Equity funds
|
1,820.5
|
|
|
Real estate funds
|
20.4
|
|
|
Private equity funds
|
87.0
|
|
|
Total fair value of plan assets
|
$
|
5,542.1
|
|
|
|
|
Fair value measurements as of December 31, 2018
|
||||||||||||
|
Total as of
December 31, 2018 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
297.3
|
|
|
$
|
297.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trades awaiting settlement
|
(11.2
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
—
|
|
||||
Bank deposits, short-term bills and notes
|
34.6
|
|
|
—
|
|
|
34.6
|
|
|
—
|
|
||||
Debt
|
|
|
|
|
|
|
|
|
|||||||
Government securities
|
1,695.8
|
|
|
—
|
|
|
1,695.8
|
|
|
—
|
|
||||
Corporate debt securities
|
1,235.5
|
|
|
—
|
|
|
1,235.5
|
|
|
—
|
|
||||
Interest and inflation linked assets
|
1,112.4
|
|
|
—
|
|
|
1,065.8
|
|
|
46.6
|
|
||||
Collateralized debt securities
|
7.2
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
||||
Equities
|
|
|
|
|
|
|
|
|
|||||||
Common stock
|
299.0
|
|
|
299.0
|
|
|
—
|
|
|
—
|
|
||||
Investment funds
|
|
|
|
|
|
|
|
||||||||
Private equity
|
23.8
|
|
|
—
|
|
|
—
|
|
|
23.8
|
|
||||
Annuities
|
|
|
|
|
|
|
|
||||||||
Buy-in annuities
|
481.1
|
|
|
—
|
|
|
—
|
|
|
481.1
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|||||||
Repurchase agreements
|
(1,448.8
|
)
|
|
(1,448.8
|
)
|
|
—
|
|
|
—
|
|
||||
Recoverable taxes
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Private equity
|
137.0
|
|
|
—
|
|
|
—
|
|
|
137.0
|
|
||||
Total fair value of investments excluding NAV per share practical expedient
|
$
|
3,864.1
|
|
|
$
|
(863.3
|
)
|
|
$
|
4,031.7
|
|
|
$
|
695.7
|
|
|
Total as of
December 31, 2018 |
||
|
(In millions)
|
||
Fair value of investments excluding NAV per share practical expedient
|
$
|
3,864.1
|
|
Fair value of investments using NAV per share practical expedient
|
|
||
Debt funds
|
818.8
|
|
|
Equity funds
|
420.9
|
|
|
Real estate funds
|
20.0
|
|
|
Private equity funds
|
93.5
|
|
|
Total fair value of plan assets
|
$
|
5,217.3
|
|
|
Amount
|
||
|
(In millions)
|
||
Balance as of December 31, 2017
|
$
|
469.0
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
13.8
|
|
|
Unrealized gain (loss) included in AOCI
|
(18.8
|
)
|
|
Purchases, issuances, settlements
|
272.2
|
|
|
Foreign exchange translation (loss)/gain
|
(40.5
|
)
|
|
Balance as of December 31, 2018
|
$
|
695.7
|
|
Total gain or loss (realized/unrealized):
|
|
||
Realized gain (loss)
|
15.3
|
|
|
Unrealized gain (loss) included in AOCI
|
(19.6
|
)
|
|
Purchases, issuances, settlements
|
105.2
|
|
|
Foreign exchange translation (loss)/gain
|
33.6
|
|
|
Balance as of December 31, 2019
|
$
|
830.2
|
|
Expected benefit payments
|
|
Pension
|
|
OPEB
|
||||
|
|
(In millions)
|
||||||
2020
|
|
$
|
308.1
|
|
|
$
|
42.6
|
|
2021
|
|
$
|
308.7
|
|
|
$
|
42.8
|
|
2022
|
|
$
|
308.7
|
|
|
$
|
42.3
|
|
2023
|
|
$
|
309.5
|
|
|
$
|
41.7
|
|
2024
|
|
$
|
309.6
|
|
|
$
|
42.5
|
|
2025-2029
|
|
$
|
1,426.7
|
|
|
$
|
198.5
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||
Expected term (years)
|
1.75
|
|
|
2.75
|
|
Estimated volatility
|
81.45
|
%
|
|
88.71
|
%
|
Risk-free interest rate
|
1.69
|
%
|
|
2.04
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
|
|
Fair Value Measurements as of
December 31, 2019 |
||||||||||||
|
Total as of
December 31, 2019 |
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Cross currency swaps
|
$
|
10.0
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
|
$
|
—
|
|
Interest rate swaps
|
(111.5
|
)
|
|
—
|
|
|
(111.5
|
)
|
|
—
|
|
||||
Foreign currency forwards
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Commodity swaps and options
|
(41.2
|
)
|
|
—
|
|
|
(41.2
|
)
|
|
—
|
|
||||
Warrants
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||
Total
|
$
|
(137.9
|
)
|
|
$
|
—
|
|
|
$
|
(137.9
|
)
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements as of
December 31, 2018 |
||||||||||||
|
Total as of
December 31, 2018 |
|
Quoted prices
in active markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Cross currency swaps
|
$
|
36.5
|
|
|
$
|
—
|
|
|
$
|
36.5
|
|
|
$
|
—
|
|
Interest rate swaps
|
(12.3
|
)
|
|
—
|
|
|
(12.3
|
)
|
|
—
|
|
||||
Foreign currency forwards
|
16.3
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
||||
Commodity swaps and options
|
(42.0
|
)
|
|
—
|
|
|
(42.0
|
)
|
|
—
|
|
||||
Warrants
|
19.6
|
|
|
—
|
|
|
19.6
|
|
|
—
|
|
||||
Total
|
$
|
18.1
|
|
|
$
|
—
|
|
|
$
|
18.1
|
|
|
$
|
—
|
|
(1)
|
Notional includes offsetting buy and sell positions, shown in terms of absolute value. Buy and sell positions are shown gross in the asset and/or liability position, as appropriate.
|
Line item in the balance sheet in which the hedged item is included
|
|
Carrying amount of the hedged assets/liabilities
|
|
Cumulative amount of fair value hedging adjustment(s) in the hedged assets/liabilities(1) Increase/(Decrease)
|
||||||||||||
|
As of December 31, 2019
|
|
As of December 31, 2018
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
|||||||||
|
|
(In millions)
|
|
|
||||||||||||
Current portion of long-term debt and short-term borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
Long-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
8.3
|
|
For the year ended December 31, 2019
|
||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain (loss) recognized in OCI on derivative
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized from AOCI on derivative
|
||||
Forward starting interest rate swaps
|
|
$
|
(99.2
|
)
|
|
Interest expense
|
|
$
|
(3.0
|
)
|
Foreign currency forwards
|
|
(12.1
|
)
|
|
Cost of goods sold
|
|
3.1
|
|
||
|
|
|
|
Other income (expense), net
|
|
(0.7
|
)
|
|||
Total
|
|
$
|
(111.3
|
)
|
|
|
|
$
|
(0.6
|
)
|
For the year ended December 31, 2019
|
||||||||||||||||
Derivatives in net investment hedge relationships
|
|
Amount of gain (loss) recognized in OCI on derivative
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized from AOCI on derivative
|
|
Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)(1)
|
||||||
Cross currency swaps
|
|
$
|
19.8
|
|
|
Interest expense
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
23.5
|
|
Total
|
|
$
|
19.8
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
23.5
|
|
For the year ended December 31, 2019
|
||||||||||||||||
Non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain (loss) recognized in OCI on derivative
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized from AOCI on derivative
|
|
Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
||||||
EUR 800 million notes due 2024
|
|
$
|
20.4
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
EUR 500 million notes due 2019
|
|
10.1
|
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
30.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2018
|
||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain (loss) recognized in OCI on derivative
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized from AOCI on derivative
|
||||
Forward starting interest rate swaps
|
|
$
|
(12.3
|
)
|
|
Interest expense
|
|
$
|
(3.0
|
)
|
Foreign currency forwards
|
|
26.8
|
|
|
Cost of goods sold
|
|
(0.2
|
)
|
||
|
|
|
|
|
Other income (expense), net
|
|
(0.2
|
)
|
||
Total
|
|
$
|
14.5
|
|
|
|
|
$
|
(3.4
|
)
|
For the year ended December 31, 2018
|
||||||||||||||||
Derivatives in net investment hedge relationships
|
|
Amount of gain (loss) recognized in OCI on derivative
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized from AOCI on derivative
|
|
Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)(1)
|
||||||
Cross currency swaps
|
|
$
|
36.5
|
|
|
Interest expense
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
10.7
|
|
Total
|
|
$
|
36.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
10.7
|
|
(1)
|
Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and period amortization is recorded in other comprehensive income.
|
For the year ended December 31, 2018
|
||||||||||||||||
Non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain (loss) recognized in OCI on derivative
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized from AOCI on derivative
|
|
Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
||||||
EUR 800 million notes due 2024
|
|
$
|
43.0
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
EUR 500 million notes due 2019
|
|
26.9
|
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
69.9
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2017
|
||||||||||||||||
Derivatives in cash flow hedge relationships
|
|
Amount of gain
(loss) recognized
in OCI on
derivative
(effective portion)
|
|
Location of gain
(loss) reclassified
from AOCI
into income
(effective portion)
|
|
Amount of gain
(loss) recognized
from AOCI
on derivative
(effective portion)
|
|
Location of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
|
Amount of gain
(loss) recognized
in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||
Forward starting interest rate swaps
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(3.7
|
)
|
|
Interest expense
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(22.7
|
)
|
|
Cost of goods sold
|
|
3.7
|
|
|
Cost of goods sold
|
|
—
|
|
|||
|
|
|
|
|
Other income (expense), net
|
|
(2.0
|
)
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
(22.7
|
)
|
|
|
|
$
|
(2.0
|
)
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2017
|
||||||||||||||||
Non-derivative financial instruments in net investment hedge relationships
|
|
Amount of gain
(loss) recognized in OCI on derivative (effective portion) |
|
Location of gain
(loss) reclassified from AOCI into income (effective portion) |
|
Amount of gain
(loss) recognized from AOCI on derivative (effective portion) |
|
Location of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
|
Amount of gain
(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||
EUR 800 million notes due 2024
|
|
$
|
(119.0
|
)
|
|
Other income (expense), net
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
$
|
—
|
|
EUR 500 million notes due 2019
|
|
(63.6
|
)
|
|
Other income (expense), net
|
|
—
|
|
|
Other income (expense), net
|
|
—
|
|
|||
Total
|
|
$
|
(182.6
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
For the year ended December 31, 2017
|
||||||
Derivatives in fair value hedge relationship
|
|
Amount of gain (loss) recognized in income on derivative
|
|
Location of gain (loss) recognized in income
|
||
Interest rate swaps
|
|
$
|
(3.5
|
)
|
|
Interest expense
|
Total
|
|
$
|
(3.5
|
)
|
|
|
For the year ended December 31, 2019
|
|||||||||||
|
Location and amount of gain (loss) recognized in income on fair value and cash flow hedging relationships(1)
|
||||||||||
|
Cost of goods sold
|
|
Other income (expense), net
|
|
Interest expense
|
||||||
Total amount of income and expense line items presented in the consolidated statement of operations in which the effects of fair value or cash flow hedges are recorded
|
$
|
(6,378.2
|
)
|
|
$
|
(14.7
|
)
|
|
$
|
(280.9
|
)
|
Gain (loss) on cash flow hedging relationships:
|
|
|
|
|
|
||||||
Forward starting interest rate swaps
|
|
|
|
|
|
||||||
Amount of gain (loss) reclassified from AOCI into income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.0
|
)
|
Foreign currency forwards
|
|
|
|
|
|
||||||
Amount of gain (loss) reclassified from AOCI into income
|
$
|
3.1
|
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
For the year ended December 31, 2018
|
|||||||||||
|
Location and amount of gain (loss) recognized in income on fair value and cash flow hedging relationships(1)
|
||||||||||
|
Cost of goods sold
|
|
Other income (expense), net
|
|
Interest expense
|
||||||
Total amount of income and expense line items presented in the consolidated statement of operations in which the effects of fair value or cash flow hedges are recorded
|
$
|
(6,584.8
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
(306.2
|
)
|
Gain (loss) on cash flow hedging relationships:
|
|
|
|
|
|
||||||
Forward starting interest rate swaps
|
|
|
|
|
|
||||||
Amount of gain (loss) reclassified from AOCI into income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.0
|
)
|
Foreign currency forwards
|
|
|
|
|
|
||||||
Amount of gain (loss) reclassified from AOCI into income
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
For the year ended December 31, 2019
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(26.8
|
)
|
Warrants
|
|
Other income (expense), net
|
|
(17.8
|
)
|
|
Total
|
|
|
|
$
|
(44.6
|
)
|
For the year ended December 31, 2018
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
(110.5
|
)
|
Warrants
|
|
Other income (expense), net
|
|
(23.8
|
)
|
|
Total
|
|
|
|
$
|
(134.3
|
)
|
For the year ended December 31, 2017
|
||||||
Derivatives not in hedging relationship
|
|
Location of gain (loss) recognized
in income on derivative
|
|
Amount of gain (loss) recognized
in income on derivative
|
||
Commodity swaps
|
|
Cost of goods sold
|
|
$
|
150.1
|
|
Foreign currency swaps
|
|
Other income (expense), net
|
|
(8.3
|
)
|
|
Total
|
|
|
|
$
|
141.8
|
|
|
As of
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Accounts payable and accrued trade payables
|
$
|
1,568.1
|
|
|
$
|
1,616.8
|
|
Accrued compensation
|
260.9
|
|
|
224.6
|
|
||
Accrued excise and other non-income related taxes
|
278.3
|
|
|
244.1
|
|
||
Accrued interest
|
107.0
|
|
|
112.6
|
|
||
Accrued selling and marketing costs
|
118.7
|
|
|
120.0
|
|
||
Container liability
|
123.5
|
|
|
163.0
|
|
||
Operating leases
|
46.6
|
|
|
—
|
|
||
Other(1)
|
264.2
|
|
|
225.3
|
|
||
Accounts payable and other current liabilities
|
$
|
2,767.3
|
|
|
$
|
2,706.4
|
|
(1)
|
Includes current liabilities related to derivatives, income taxes, pensions and other postretirement benefits, mandatorily redeemable noncontrolling interest liabilities, and various other accrued expenses.
|
|
Total indemnity
reserves
|
||
|
(In millions)
|
||
Balance as of December 31, 2016
|
$
|
17.6
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(0.3
|
)
|
|
Balance as of December 31, 2017
|
$
|
17.3
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(2.6
|
)
|
|
Balance as of December 31, 2018
|
$
|
14.7
|
|
Changes in estimates
|
—
|
|
|
Foreign exchange impacts
|
(0.5
|
)
|
|
Balance as of December 31, 2019
|
$
|
14.2
|
|
Year
|
|
Supply and Distribution
|
|
Advertising and Promotions
|
||||
|
|
(Amounts in millions)
|
||||||
2020
|
|
$
|
467.6
|
|
|
$
|
100.2
|
|
2021
|
|
372.2
|
|
|
97.9
|
|
||
2022
|
|
341.3
|
|
|
77.6
|
|
||
2023
|
|
225.4
|
|
|
63.8
|
|
||
2024
|
|
118.6
|
|
|
60.8
|
|
||
Thereafter
|
|
458.4
|
|
|
155.0
|
|
||
Total
|
|
$
|
1,983.5
|
|
|
$
|
555.3
|
|
|
Year ended December 31, 2019
|
||
|
(In millions)
|
||
Operating lease expense
|
$
|
71.0
|
|
Finance lease expense
|
12.1
|
|
|
Total lease expense
|
$
|
83.1
|
|
|
Year ended December 31, 2019
|
||
|
(In millions)
|
||
Cash paid for amounts included in the measurements of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
52.2
|
|
Operating cash flows from finance leases
|
$
|
3.8
|
|
Financing cash flows from finance leases
|
$
|
2.8
|
|
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities:
|
|
||
Operating leases
|
$
|
45.6
|
|
Finance leases
|
$
|
9.2
|
|
|
|
As of
|
||
|
|
December 31, 2019
|
||
|
Balance Sheet Classification
|
(In millions)
|
||
Operating Leases
|
|
|
||
Operating lease right-of-use assets
|
Other assets
|
$
|
154.5
|
|
Current operating lease liabilities
|
Accounts payable and other current liabilities
|
$
|
46.6
|
|
Non-current operating lease liabilities
|
Other liabilities
|
119.5
|
|
|
Total operating lease liabilities
|
|
$
|
166.1
|
|
|
|
|
||
Finance Leases
|
|
|
||
Finance lease right-of-use assets
|
Properties, net
|
$
|
73.0
|
|
Current finance lease liabilities
|
Current portion of long-term debt and short-term borrowings
|
$
|
34.5
|
|
Non-current finance lease liabilities
|
Long-term debt
|
60.0
|
|
|
Total finance lease liabilities
|
|
$
|
94.5
|
|
|
Weighted-Average Remaining Lease Term (Years)
|
|
Weighted-Average Discount Rate
|
Operating leases
|
4.5
|
|
4.2%
|
Finance leases
|
9.8
|
|
6.1%
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
(In millions)
|
||||||
2020
|
$
|
52.2
|
|
|
$
|
38.9
|
|
2021
|
42.2
|
|
|
6.5
|
|
||
2022
|
32.8
|
|
|
6.5
|
|
||
2023
|
23.0
|
|
|
6.5
|
|
||
2024
|
11.2
|
|
|
6.5
|
|
||
Thereafter
|
21.3
|
|
|
68.7
|
|
||
Total lease payments
|
$
|
182.7
|
|
|
$
|
133.6
|
|
Less: interest
|
(16.6
|
)
|
|
(39.1
|
)
|
||
Present value of lease liabilities
|
$
|
166.1
|
|
|
$
|
94.5
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
Year
|
(In millions)
|
||||||
2019
|
$
|
49.4
|
|
|
$
|
6.1
|
|
2020
|
40.2
|
|
|
36.2
|
|
||
2021
|
32.6
|
|
|
5.9
|
|
||
2022
|
24.6
|
|
|
5.9
|
|
||
2023
|
17.0
|
|
|
5.8
|
|
||
Thereafter
|
21.0
|
|
|
64.2
|
|
||
Total future minimum lease payments
|
$
|
184.8
|
|
|
$
|
124.1
|
|
Less: interest on finance leases
|
|
|
(38.8
|
)
|
|||
Present value of future minimum finance lease payments
|
|
|
$
|
85.3
|
|
|
Year ended
|
||||||||||||||||||
|
December 31, 2019
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
115.8
|
|
|
$
|
9,931.2
|
|
|
$
|
3,583.6
|
|
|
$
|
(621.5
|
)
|
|
$
|
13,009.1
|
|
Excise taxes
|
—
|
|
|
(1,356.5
|
)
|
|
(1,073.2
|
)
|
|
—
|
|
|
(2,429.7
|
)
|
|||||
Net sales
|
115.8
|
|
|
8,574.7
|
|
|
2,510.4
|
|
|
(621.5
|
)
|
|
10,579.4
|
|
|||||
Cost of goods sold
|
(8.4
|
)
|
|
(5,057.6
|
)
|
|
(1,762.0
|
)
|
|
449.8
|
|
|
(6,378.2
|
)
|
|||||
Gross profit
|
107.4
|
|
|
3,517.1
|
|
|
748.4
|
|
|
(171.7
|
)
|
|
4,201.2
|
|
|||||
Marketing, general and administrative expenses
|
(244.0
|
)
|
|
(1,994.9
|
)
|
|
(660.8
|
)
|
|
171.7
|
|
|
(2,728.0
|
)
|
|||||
Special items, net
|
(14.4
|
)
|
|
(317.1
|
)
|
|
(377.3
|
)
|
|
—
|
|
|
(708.8
|
)
|
|||||
Equity income (loss) in subsidiaries
|
593.4
|
|
|
(444.8
|
)
|
|
(199.1
|
)
|
|
50.5
|
|
|
—
|
|
|||||
Operating income (loss)
|
442.4
|
|
|
760.3
|
|
|
(488.8
|
)
|
|
50.5
|
|
|
764.4
|
|
|||||
Interest income (expense), net
|
(297.9
|
)
|
|
262.1
|
|
|
(236.9
|
)
|
|
—
|
|
|
(272.7
|
)
|
|||||
Other pension and postretirement benefits (costs), net
|
—
|
|
|
(25.4
|
)
|
|
28.3
|
|
|
—
|
|
|
2.9
|
|
|||||
Other income (expense), net
|
(0.5
|
)
|
|
(47.5
|
)
|
|
33.3
|
|
|
—
|
|
|
(14.7
|
)
|
|||||
Total other income (expense), net
|
(298.4
|
)
|
|
189.2
|
|
|
(175.3
|
)
|
|
—
|
|
|
(284.5
|
)
|
|||||
Income (loss) before income taxes
|
144.0
|
|
|
949.5
|
|
|
(664.1
|
)
|
|
50.5
|
|
|
479.9
|
|
|||||
Income tax benefit (expense)
|
97.7
|
|
|
(354.4
|
)
|
|
23.0
|
|
|
—
|
|
|
(233.7
|
)
|
|||||
Net income (loss)
|
241.7
|
|
|
595.1
|
|
|
(641.1
|
)
|
|
50.5
|
|
|
246.2
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
241.7
|
|
|
$
|
595.1
|
|
|
$
|
(645.6
|
)
|
|
$
|
50.5
|
|
|
$
|
241.7
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
304.3
|
|
|
$
|
695.3
|
|
|
$
|
(608.3
|
)
|
|
$
|
(87.0
|
)
|
|
$
|
304.3
|
|
|
Year ended
|
||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
162.5
|
|
|
$
|
10,118.0
|
|
|
$
|
3,739.8
|
|
|
$
|
(682.3
|
)
|
|
$
|
13,338.0
|
|
Excise taxes
|
—
|
|
|
(1,420.3
|
)
|
|
(1,148.1
|
)
|
|
—
|
|
|
(2,568.4
|
)
|
|||||
Net sales
|
162.5
|
|
|
8,697.7
|
|
|
2,591.7
|
|
|
(682.3
|
)
|
|
10,769.6
|
|
|||||
Cost of goods sold
|
(2.0
|
)
|
|
(5,242.6
|
)
|
|
(1,800.3
|
)
|
|
460.1
|
|
|
(6,584.8
|
)
|
|||||
Gross profit
|
160.5
|
|
|
3,455.1
|
|
|
791.4
|
|
|
(222.2
|
)
|
|
4,184.8
|
|
|||||
Marketing, general and administrative expenses
|
(305.5
|
)
|
|
(2,041.0
|
)
|
|
(678.4
|
)
|
|
222.2
|
|
|
(2,802.7
|
)
|
|||||
Special items, net
|
(1.7
|
)
|
|
270.6
|
|
|
(19.2
|
)
|
|
—
|
|
|
249.7
|
|
|||||
Equity income (loss) in subsidiaries
|
1,367.8
|
|
|
(126.5
|
)
|
|
131.4
|
|
|
(1,372.7
|
)
|
|
—
|
|
|||||
Operating income (loss)
|
1,221.1
|
|
|
1,558.2
|
|
|
225.2
|
|
|
(1,372.7
|
)
|
|
1,631.8
|
|
|||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(323.2
|
)
|
|
342.7
|
|
|
(317.7
|
)
|
|
—
|
|
|
(298.2
|
)
|
|||||
Other pension and postretirement benefits (costs), net
|
(0.1
|
)
|
|
5.4
|
|
|
32.9
|
|
|
—
|
|
|
38.2
|
|
|||||
Other income (expense), net
|
(0.1
|
)
|
|
(57.3
|
)
|
|
45.4
|
|
|
—
|
|
|
(12.0
|
)
|
|||||
Total other income (expense), net
|
(323.4
|
)
|
|
290.8
|
|
|
(239.4
|
)
|
|
—
|
|
|
(272.0
|
)
|
|||||
Income (loss) before income taxes
|
897.7
|
|
|
1,849.0
|
|
|
(14.2
|
)
|
|
(1,372.7
|
)
|
|
1,359.8
|
|
|||||
Income tax benefit (expense)
|
218.8
|
|
|
(480.8
|
)
|
|
36.8
|
|
|
—
|
|
|
(225.2
|
)
|
|||||
Net income (loss)
|
1,116.5
|
|
|
1,368.2
|
|
|
22.6
|
|
|
(1,372.7
|
)
|
|
1,134.6
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
|
(18.1
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
1,116.5
|
|
|
$
|
1,368.2
|
|
|
$
|
4.5
|
|
|
$
|
(1,372.7
|
)
|
|
$
|
1,116.5
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
826.5
|
|
|
$
|
1,061.9
|
|
|
$
|
(122.8
|
)
|
|
$
|
(939.1
|
)
|
|
$
|
826.5
|
|
|
Year ended
|
||||||||||||||||||
|
December 31, 2017
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
21.8
|
|
|
$
|
10,457.9
|
|
|
$
|
3,513.7
|
|
|
$
|
(521.9
|
)
|
|
$
|
13,471.5
|
|
Excise taxes
|
—
|
|
|
(1,475.1
|
)
|
|
(993.6
|
)
|
|
—
|
|
|
(2,468.7
|
)
|
|||||
Net sales
|
21.8
|
|
|
8,982.8
|
|
|
2,520.1
|
|
|
(521.9
|
)
|
|
11,002.8
|
|
|||||
Cost of goods sold
|
(2.0
|
)
|
|
(5,020.3
|
)
|
|
(1,701.4
|
)
|
|
487.0
|
|
|
(6,236.7
|
)
|
|||||
Gross profit
|
19.8
|
|
|
3,962.5
|
|
|
818.7
|
|
|
(34.9
|
)
|
|
4,766.1
|
|
|||||
Marketing, general and administrative expenses
|
(284.8
|
)
|
|
(2,165.8
|
)
|
|
(636.3
|
)
|
|
34.9
|
|
|
(3,052.0
|
)
|
|||||
Special items, net
|
(0.8
|
)
|
|
(29.8
|
)
|
|
(5.8
|
)
|
|
—
|
|
|
(36.4
|
)
|
|||||
Equity income (loss) in subsidiaries
|
2,001.8
|
|
|
(285.7
|
)
|
|
193.4
|
|
|
(1,909.5
|
)
|
|
—
|
|
|||||
Operating income (loss)
|
1,736.0
|
|
|
1,481.2
|
|
|
370.0
|
|
|
(1,909.5
|
)
|
|
1,677.7
|
|
|||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(308.4
|
)
|
|
275.6
|
|
|
(310.5
|
)
|
|
—
|
|
|
(343.3
|
)
|
|||||
Other pension and postretirement benefits (costs), net
|
—
|
|
|
1.3
|
|
|
46.1
|
|
|
—
|
|
|
47.4
|
|
|||||
Other income (expense), net
|
(8.5
|
)
|
|
178.9
|
|
|
(169.0
|
)
|
|
—
|
|
|
1.4
|
|
|||||
Total other income (expense), net
|
(316.9
|
)
|
|
455.8
|
|
|
(433.4
|
)
|
|
—
|
|
|
(294.5
|
)
|
|||||
Income (loss) before income taxes
|
1,419.1
|
|
|
1,937.0
|
|
|
(63.4
|
)
|
|
(1,909.5
|
)
|
|
1,383.2
|
|
|||||
Income tax benefit (expense)
|
146.5
|
|
|
64.8
|
|
|
(6.7
|
)
|
|
—
|
|
|
204.6
|
|
|||||
Net income (loss)
|
1,565.6
|
|
|
2,001.8
|
|
|
(70.1
|
)
|
|
(1,909.5
|
)
|
|
1,587.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(22.2
|
)
|
|
—
|
|
|
(22.2
|
)
|
|||||
Net income (loss) attributable to MCBC
|
$
|
1,565.6
|
|
|
$
|
2,001.8
|
|
|
$
|
(92.3
|
)
|
|
$
|
(1,909.5
|
)
|
|
$
|
1,565.6
|
|
Comprehensive income (loss) attributable to MCBC
|
$
|
2,277.4
|
|
|
$
|
2,785.8
|
|
|
$
|
376.8
|
|
|
$
|
(3,162.6
|
)
|
|
$
|
2,277.4
|
|
|
As of
|
||||||||||||||||||
|
December 31, 2019
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
15.7
|
|
|
$
|
119.6
|
|
|
$
|
388.1
|
|
|
$
|
—
|
|
|
$
|
523.4
|
|
Accounts receivable, net
|
—
|
|
|
396.3
|
|
|
318.5
|
|
|
—
|
|
|
714.8
|
|
|||||
Other receivables, net
|
14.4
|
|
|
58.4
|
|
|
32.7
|
|
|
—
|
|
|
105.5
|
|
|||||
Inventories, net
|
—
|
|
|
449.1
|
|
|
166.8
|
|
|
—
|
|
|
615.9
|
|
|||||
Other current assets, net
|
3.0
|
|
|
126.0
|
|
|
95.8
|
|
|
—
|
|
|
224.8
|
|
|||||
Intercompany accounts receivable
|
94.1
|
|
|
190.0
|
|
|
14.9
|
|
|
(299.0
|
)
|
|
—
|
|
|||||
Total current assets
|
127.2
|
|
|
1,339.4
|
|
|
1,016.8
|
|
|
(299.0
|
)
|
|
2,184.4
|
|
|||||
Properties, net
|
19.8
|
|
|
3,294.7
|
|
|
1,232.0
|
|
|
—
|
|
|
4,546.5
|
|
|||||
Goodwill
|
—
|
|
|
6,146.5
|
|
|
1,484.9
|
|
|
—
|
|
|
7,631.4
|
|
|||||
Other intangibles, net
|
4.0
|
|
|
11,750.6
|
|
|
1,901.4
|
|
|
—
|
|
|
13,656.0
|
|
|||||
Net investment in and advances to subsidiaries
|
21,200.6
|
|
|
8,364.9
|
|
|
4,497.9
|
|
|
(34,063.4
|
)
|
|
—
|
|
|||||
Other assets
|
137.2
|
|
|
364.4
|
|
|
417.9
|
|
|
(78.0
|
)
|
|
841.5
|
|
|||||
Total assets
|
$
|
21,488.8
|
|
|
$
|
31,260.5
|
|
|
$
|
10,550.9
|
|
|
$
|
(34,440.4
|
)
|
|
$
|
28,859.8
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
170.7
|
|
|
$
|
1,722.0
|
|
|
$
|
874.6
|
|
|
$
|
—
|
|
|
$
|
2,767.3
|
|
Current portion of long-term debt and short-term borrowings
|
499.7
|
|
|
415.1
|
|
|
13.4
|
|
|
—
|
|
|
928.2
|
|
|||||
Intercompany accounts payable
|
—
|
|
|
150.7
|
|
|
148.3
|
|
|
(299.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
670.4
|
|
|
2,287.8
|
|
|
1,036.3
|
|
|
(299.0
|
)
|
|
3,695.5
|
|
|||||
Long-term debt
|
7,250.3
|
|
|
779.1
|
|
|
80.1
|
|
|
—
|
|
|
8,109.5
|
|
|||||
Pension and postretirement benefits
|
7.2
|
|
|
695.5
|
|
|
13.9
|
|
|
—
|
|
|
716.6
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
1,593.3
|
|
|
743.3
|
|
|
(78.0
|
)
|
|
2,258.6
|
|
|||||
Other liabilities
|
142.6
|
|
|
172.2
|
|
|
91.7
|
|
|
—
|
|
|
406.5
|
|
|||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
65.0
|
|
|
(65.0
|
)
|
|
—
|
|
|||||
Total liabilities
|
8,070.5
|
|
|
5,527.9
|
|
|
2,030.3
|
|
|
(442.0
|
)
|
|
15,186.7
|
|
|||||
MCBC stockholders' equity
|
13,419.4
|
|
|
25,796.5
|
|
|
8,266.9
|
|
|
(34,063.4
|
)
|
|
13,419.4
|
|
|||||
Intercompany notes receivable
|
(1.1
|
)
|
|
(63.9
|
)
|
|
—
|
|
|
65.0
|
|
|
—
|
|
|||||
Total stockholders' equity
|
13,418.3
|
|
|
25,732.6
|
|
|
8,266.9
|
|
|
(33,998.4
|
)
|
|
13,419.4
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
253.7
|
|
|
—
|
|
|
253.7
|
|
|||||
Total equity
|
13,418.3
|
|
|
25,732.6
|
|
|
8,520.6
|
|
|
(33,998.4
|
)
|
|
13,673.1
|
|
|||||
Total liabilities and equity
|
$
|
21,488.8
|
|
|
$
|
31,260.5
|
|
|
$
|
10,550.9
|
|
|
$
|
(34,440.4
|
)
|
|
$
|
28,859.8
|
|
|
As of
|
||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
515.8
|
|
|
$
|
156.1
|
|
|
$
|
386.0
|
|
|
$
|
—
|
|
|
$
|
1,057.9
|
|
Accounts receivable, net
|
—
|
|
|
427.3
|
|
|
317.1
|
|
|
—
|
|
|
744.4
|
|
|||||
Other receivables, net
|
50.0
|
|
|
48.3
|
|
|
28.3
|
|
|
—
|
|
|
126.6
|
|
|||||
Inventories, net
|
—
|
|
|
451.6
|
|
|
140.2
|
|
|
—
|
|
|
591.8
|
|
|||||
Other current assets, net
|
3.0
|
|
|
157.2
|
|
|
85.4
|
|
|
—
|
|
|
245.6
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
2,366.0
|
|
|
31.0
|
|
|
(2,397.0
|
)
|
|
—
|
|
|||||
Total current assets
|
568.8
|
|
|
3,606.5
|
|
|
988.0
|
|
|
(2,397.0
|
)
|
|
2,766.3
|
|
|||||
Properties, net
|
19.0
|
|
|
3,427.5
|
|
|
1,161.8
|
|
|
—
|
|
|
4,608.3
|
|
|||||
Goodwill
|
—
|
|
|
6,444.0
|
|
|
1,816.8
|
|
|
—
|
|
|
8,260.8
|
|
|||||
Other intangibles, net
|
6.0
|
|
|
11,800.0
|
|
|
1,970.4
|
|
|
—
|
|
|
13,776.4
|
|
|||||
Net investment in and advances to subsidiaries
|
25,475.0
|
|
|
3,893.2
|
|
|
4,579.7
|
|
|
(33,947.9
|
)
|
|
—
|
|
|||||
Other assets
|
159.9
|
|
|
193.2
|
|
|
436.0
|
|
|
(91.1
|
)
|
|
698.0
|
|
|||||
Total assets
|
$
|
26,228.7
|
|
|
$
|
29,364.4
|
|
|
$
|
10,952.7
|
|
|
$
|
(36,436.0
|
)
|
|
$
|
30,109.8
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other current liabilities
|
$
|
170.8
|
|
|
$
|
1,651.0
|
|
|
$
|
884.6
|
|
|
$
|
—
|
|
|
$
|
2,706.4
|
|
Current portion of long-term debt and short-term borrowings
|
1,572.6
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
|
1,594.5
|
|
|||||
Intercompany accounts payable
|
1,836.5
|
|
|
120.9
|
|
|
439.6
|
|
|
(2,397.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
3,579.9
|
|
|
1,771.9
|
|
|
1,346.1
|
|
|
(2,397.0
|
)
|
|
4,300.9
|
|
|||||
Long-term debt
|
7,765.6
|
|
|
1,097.4
|
|
|
30.8
|
|
|
—
|
|
|
8,893.8
|
|
|||||
Pension and postretirement benefits
|
3.2
|
|
|
711.2
|
|
|
12.2
|
|
|
—
|
|
|
726.6
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
1,461.1
|
|
|
758.9
|
|
|
(91.1
|
)
|
|
2,128.9
|
|
|||||
Other liabilities
|
26.0
|
|
|
199.3
|
|
|
98.5
|
|
|
—
|
|
|
323.8
|
|
|||||
Intercompany notes payable
|
1,347.6
|
|
|
63.6
|
|
|
5,998.6
|
|
|
(7,409.8
|
)
|
|
—
|
|
|||||
Total liabilities
|
12,722.3
|
|
|
5,304.5
|
|
|
8,245.1
|
|
|
(9,897.9
|
)
|
|
16,374.0
|
|
|||||
MCBC stockholders' equity
|
13,507.4
|
|
|
30,057.5
|
|
|
3,890.4
|
|
|
(33,947.9
|
)
|
|
13,507.4
|
|
|||||
Intercompany notes receivable
|
(1.0
|
)
|
|
(5,997.6
|
)
|
|
(1,411.2
|
)
|
|
7,409.8
|
|
|
—
|
|
|||||
Total stockholders' equity
|
13,506.4
|
|
|
24,059.9
|
|
|
2,479.2
|
|
|
(26,538.1
|
)
|
|
13,507.4
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
228.4
|
|
|
—
|
|
|
228.4
|
|
|||||
Total equity
|
13,506.4
|
|
|
24,059.9
|
|
|
2,707.6
|
|
|
(26,538.1
|
)
|
|
13,735.8
|
|
|||||
Total liabilities and equity
|
$
|
26,228.7
|
|
|
$
|
29,364.4
|
|
|
$
|
10,952.7
|
|
|
$
|
(36,436.0
|
)
|
|
$
|
30,109.8
|
|
|
Year ended
|
||||||||||||||||||
|
December 31, 2019
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,328.1
|
|
|
$
|
494.9
|
|
|
$
|
279.8
|
|
|
$
|
(205.5
|
)
|
|
$
|
1,897.3
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(9.3
|
)
|
|
(354.9
|
)
|
|
(229.6
|
)
|
|
—
|
|
|
(593.8
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
110.3
|
|
|
5.6
|
|
|
—
|
|
|
115.9
|
|
|||||
Other
|
46.2
|
|
|
(4.5
|
)
|
|
2.9
|
|
|
—
|
|
|
44.6
|
|
|||||
Net intercompany investing activity
|
89.9
|
|
|
84.9
|
|
|
65.2
|
|
|
(240.0
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
126.8
|
|
|
(164.2
|
)
|
|
(155.9
|
)
|
|
(240.0
|
)
|
|
(433.3
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Dividends paid
|
(389.6
|
)
|
|
(205.5
|
)
|
|
(34.8
|
)
|
|
205.5
|
|
|
(424.4
|
)
|
|||||
Payments on debt and borrowings
|
(1,566.3
|
)
|
|
(0.9
|
)
|
|
(19.0
|
)
|
|
—
|
|
|
(1,586.2
|
)
|
|||||
Proceeds on debt and borrowings
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
(4.7
|
)
|
|||||
Other
|
(3.8
|
)
|
|
(9.8
|
)
|
|
17.3
|
|
|
—
|
|
|
3.7
|
|
|||||
Net intercompany financing activity
|
—
|
|
|
(156.2
|
)
|
|
(83.8
|
)
|
|
240.0
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(1,958.1
|
)
|
|
(372.4
|
)
|
|
(122.0
|
)
|
|
445.5
|
|
|
(2,007.0
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(503.2
|
)
|
|
(41.7
|
)
|
|
1.9
|
|
|
—
|
|
|
(543.0
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
3.1
|
|
|
5.2
|
|
|
0.2
|
|
|
—
|
|
|
8.5
|
|
|||||
Balance at beginning of year
|
515.8
|
|
|
156.1
|
|
|
386.0
|
|
|
—
|
|
|
1,057.9
|
|
|||||
Balance at end of period
|
$
|
15.7
|
|
|
$
|
119.6
|
|
|
$
|
388.1
|
|
|
$
|
—
|
|
|
$
|
523.4
|
|
|
Year ended
|
||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,199.8
|
|
|
$
|
1,044.6
|
|
|
$
|
331.7
|
|
|
$
|
(244.8
|
)
|
|
$
|
2,331.3
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(11.1
|
)
|
|
(440.5
|
)
|
|
(200.1
|
)
|
|
—
|
|
|
(651.7
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
23.4
|
|
|
9.1
|
|
|
—
|
|
|
32.5
|
|
|||||
Other
|
—
|
|
|
(0.6
|
)
|
|
(49.3
|
)
|
|
—
|
|
|
(49.9
|
)
|
|||||
Net intercompany investing activity
|
46.3
|
|
|
(35.4
|
)
|
|
176.4
|
|
|
(187.3
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
35.2
|
|
|
(453.1
|
)
|
|
(63.9
|
)
|
|
(187.3
|
)
|
|
(669.1
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Dividends paid
|
(325.2
|
)
|
|
(56.4
|
)
|
|
(217.4
|
)
|
|
244.8
|
|
|
(354.2
|
)
|
|||||
Payments on debt and borrowings
|
—
|
|
|
(307.3
|
)
|
|
(12.5
|
)
|
|
—
|
|
|
(319.8
|
)
|
|||||
Debt issuance costs
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
(378.4
|
)
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
(374.3
|
)
|
|||||
Other
|
(5.1
|
)
|
|
(8.5
|
)
|
|
37.5
|
|
|
—
|
|
|
23.9
|
|
|||||
Net intercompany financing activity
|
(32.6
|
)
|
|
(199.9
|
)
|
|
45.2
|
|
|
187.3
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(725.8
|
)
|
|
(572.1
|
)
|
|
(143.1
|
)
|
|
432.1
|
|
|
(1,008.9
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
509.2
|
|
|
19.4
|
|
|
124.7
|
|
|
—
|
|
|
653.3
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(4.2
|
)
|
|
(9.8
|
)
|
|
—
|
|
|
(14.0
|
)
|
|||||
Balance at beginning of year
|
6.6
|
|
|
140.9
|
|
|
271.1
|
|
|
—
|
|
|
418.6
|
|
|||||
Balance at end of period
|
$
|
515.8
|
|
|
$
|
156.1
|
|
|
$
|
386.0
|
|
|
$
|
—
|
|
|
$
|
1,057.9
|
|
|
Year ended
|
||||||||||||||||||
|
December 31, 2017
|
||||||||||||||||||
|
Parent
Issuer
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
792.5
|
|
|
$
|
1,474.7
|
|
|
$
|
818.5
|
|
|
$
|
(1,219.4
|
)
|
|
$
|
1,866.3
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties
|
(12.1
|
)
|
|
(428.6
|
)
|
|
(158.9
|
)
|
|
—
|
|
|
(599.6
|
)
|
|||||
Proceeds from sales of properties and other assets
|
—
|
|
|
4.4
|
|
|
56.1
|
|
|
—
|
|
|
60.5
|
|
|||||
Other
|
—
|
|
|
0.4
|
|
|
0.5
|
|
|
—
|
|
|
0.9
|
|
|||||
Net intercompany investing activity
|
72.1
|
|
|
21.1
|
|
|
(254.4
|
)
|
|
161.2
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
60.0
|
|
|
(402.7
|
)
|
|
(356.7
|
)
|
|
161.2
|
|
|
(538.2
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options under equity compensation plans
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||
Dividends paid
|
(324.0
|
)
|
|
(809.5
|
)
|
|
(439.3
|
)
|
|
1,219.4
|
|
|
(353.4
|
)
|
|||||
Payments on debt and borrowings
|
(2,600.0
|
)
|
|
(398.4
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(3,000.1
|
)
|
|||||
Proceeds on debt and borrowings
|
1,536.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,536.0
|
|
|||||
Debt issuance costs
|
(7.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|||||
Net proceeds from (payments on) revolving credit facilities and commercial paper
|
378.5
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
374.3
|
|
|||||
Other
|
(12.9
|
)
|
|
(11.1
|
)
|
|
(26.2
|
)
|
|
—
|
|
|
(50.2
|
)
|
|||||
Net intercompany financing activity
|
32.2
|
|
|
149.1
|
|
|
(20.1
|
)
|
|
(161.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(993.2
|
)
|
|
(1,069.9
|
)
|
|
(491.5
|
)
|
|
1,058.2
|
|
|
(1,496.4
|
)
|
|||||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(140.7
|
)
|
|
2.1
|
|
|
(29.7
|
)
|
|
—
|
|
|
(168.3
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(2.7
|
)
|
|
28.7
|
|
|
—
|
|
|
26.0
|
|
|||||
Balance at beginning of year
|
147.3
|
|
|
141.5
|
|
|
272.1
|
|
|
—
|
|
|
560.9
|
|
|||||
Balance at end of period
|
$
|
6.6
|
|
|
$
|
140.9
|
|
|
$
|
271.1
|
|
|
$
|
—
|
|
|
$
|
418.6
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||
Sales
|
$
|
2,800.1
|
|
|
$
|
2,868.0
|
|
|
$
|
3,620.0
|
|
|
$
|
3,820.5
|
|
|
$
|
3,498.0
|
|
|
$
|
3,625.1
|
|
|
$
|
3,091.0
|
|
|
$
|
3,024.4
|
|
Excise taxes
|
(496.8
|
)
|
|
(536.5
|
)
|
|
(671.7
|
)
|
|
(735.3
|
)
|
|
(656.4
|
)
|
|
(690.9
|
)
|
|
(604.8
|
)
|
|
(605.7
|
)
|
||||||||
Net sales
|
2,303.3
|
|
|
2,331.5
|
|
|
2,948.3
|
|
|
3,085.2
|
|
|
2,841.6
|
|
|
2,934.2
|
|
|
2,486.2
|
|
|
2,418.7
|
|
||||||||
Cost of goods sold
|
(1,413.0
|
)
|
|
(1,535.7
|
)
|
|
(1,759.8
|
)
|
|
(1,739.1
|
)
|
|
(1,685.4
|
)
|
|
(1,714.0
|
)
|
|
(1,520.0
|
)
|
|
(1,596.0
|
)
|
||||||||
Gross profit
|
$
|
890.3
|
|
|
$
|
795.8
|
|
|
$
|
1,188.5
|
|
|
$
|
1,346.1
|
|
|
$
|
1,156.2
|
|
|
$
|
1,220.2
|
|
|
$
|
966.2
|
|
|
$
|
822.7
|
|
Amounts attributable to Molson Coors Beverage Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) attributable to Molson Coors Beverage Company
|
$
|
151.4
|
|
|
$
|
278.1
|
|
|
$
|
329.4
|
|
|
$
|
424.1
|
|
|
$
|
(402.8
|
)
|
|
$
|
338.3
|
|
|
$
|
163.7
|
|
|
$
|
76.0
|
|
Basic net income (loss) attributable to Molson Coors Beverage Company per share
|
$
|
0.70
|
|
|
$
|
1.29
|
|
|
$
|
1.52
|
|
|
$
|
1.96
|
|
|
$
|
(1.86
|
)
|
|
$
|
1.57
|
|
|
$
|
0.76
|
|
|
$
|
0.35
|
|
Diluted net income (loss) attributable to Molson Coors Beverage Company per share
|
$
|
0.70
|
|
|
$
|
1.28
|
|
|
$
|
1.52
|
|
|
$
|
1.96
|
|
|
$
|
(1.86
|
)
|
|
$
|
1.56
|
|
|
$
|
0.75
|
|
|
$
|
0.35
|
|
|
A
|
|
B
|
|
C
|
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)
|
Equity compensation plans approved by security holders(1)
|
3,384,076
|
|
$68.77
|
|
2,979,709
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
|
—
|
Total
|
3,384,076
|
|
$68.77
|
|
2,979,709
|
(1)
|
Under the Incentive Compensation Plan, we may issue RSUs, DSUs, PSUs and stock options. Amount in column A includes 1,169,125 RSUs and DSUs, 652,241 PSUs (assuming the target award is met) and 1,562,710 options, respectively, outstanding as of December 31, 2019. See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Share-Based Payments" for further discussion. Outstanding RSUs, DSUs and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits
|
(1)
|
Management's Report
|
(2)
|
Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2019, December 31, 2018, and December 31, 2017
|
(3)
|
Exhibit list
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
X
|
|
3.2
|
|
|
|
8-K
|
|
3.2
|
|
January 2, 2020
|
|
|
|
4.1.1
|
|
|
|
|
|
|
|
|
|
X
|
|
4.1.2
|
|
|
|
|
|
|
|
|
|
X
|
|
4.2.1
|
|
|
|
8-K
|
|
4.1
|
|
May 3, 2012
|
|
|
|
4.2.2
|
|
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
|
4.2.3
|
|
|
|
10-Q
|
|
4.8
|
|
August 8, 2012
|
|
|
|
4.2.4
|
|
|
|
8-K
|
|
4.3
|
|
June 28, 2016
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.2.5
|
|
|
|
|
10-Q
|
|
4.9
|
|
November 1, 2016
|
|
|
4.2.6
|
|
|
|
|
10-Q
|
|
4.10
|
|
November 1, 2016
|
|
|
4.2.7
|
|
|
|
10-K
|
|
4.2.7
|
|
February 14, 2017
|
|
|
|
4.2.8
|
|
|
|
|
10-K
|
|
4.1.8
|
|
February 14, 2018
|
|
|
4.3
|
|
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
|
4.4
|
|
|
|
8-K
|
|
4.2
|
|
May 3, 2012
|
|
|
|
4.5
|
|
|
|
8-K
|
|
99.2
|
|
February 15, 2005
|
|
|
|
4.6.1
|
|
|
|
8-K
|
|
4.1
|
|
September 18, 2015
|
|
|
|
4.6.2
|
|
|
|
8-K
|
|
4.2
|
|
September 18, 2015
|
|
|
|
4.6.3
|
|
|
|
8-K
|
|
4.3
|
|
September 18, 2015
|
|
|
|
4.6.4
|
|
|
|
8-K
|
|
4.2
|
|
June 28, 2016
|
|
|
|
4.6.5
|
|
|
|
10-Q
|
|
4.3
|
|
November 1, 2016
|
|
|
|
4.6.6
|
|
|
|
|
10-Q
|
|
4.4
|
|
November 1, 2016
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.6.7
|
|
|
|
10-K
|
|
4.4.7
|
|
February 14, 2017
|
|
|
|
4.6.8
|
|
|
|
10-K
|
|
4.5.8
|
|
February 14, 2018
|
|
|
|
4.7
|
|
|
|
8-K
|
|
4.3
|
|
September 18, 2015
|
|
|
|
4.8.1
|
|
|
|
8-K
|
|
4.1
|
|
July 7, 2016
|
|
|
|
4.8.2
|
|
|
|
8-K
|
|
4.2
|
|
July 7, 2016
|
|
|
|
4.8.3
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.8.4
|
|
|
|
|
10-Q
|
|
4.14
|
|
November 1, 2016
|
|
|
4.8.5
|
|
|
|
|
10-Q
|
|
4.15
|
|
November 1, 2016
|
|
|
4.8.6
|
|
|
|
10-K
|
|
4.5.6
|
|
February 14, 2017
|
|
|
|
4.8.7
|
|
|
|
10-K
|
|
4.8.7
|
|
February 14, 2018
|
|
|
|
4.9
|
|
|
|
8-K
|
|
4.2
|
|
July 7, 2016
|
|
|
|
4.10
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.11
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.12
|
|
|
|
8-K
|
|
4.3
|
|
July 7, 2016
|
|
|
|
4.13.1
|
|
|
|
8-K
|
|
4.9
|
|
July 7, 2016
|
|
|
|
4.13.2
|
|
|
|
8-K
|
|
4.10
|
|
July 7, 2016
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
4.13.3
|
|
|
|
|
10-Q
|
|
4.7
|
|
November 1, 2016
|
|
|
4.13.4
|
|
|
|
|
10-Q
|
|
4.8
|
|
November 1, 2016
|
|
|
4.13.5
|
|
|
|
10-K
|
|
4.11.5
|
|
February 14, 2017
|
|
|
|
4.13.6
|
|
|
|
10-K
|
|
4.14.6
|
|
February 14, 2018
|
|
|
|
4.14
|
|
|
|
8-K
|
|
4.10
|
|
July 7, 2016
|
|
|
|
4.15
|
|
|
|
8-K
|
|
4.10
|
|
July 7, 2016
|
|
|
|
4.16.1
|
|
|
|
8-K
|
|
4.1
|
|
March 15, 2017
|
|
|
|
4.16.2
|
|
|
|
10-K
|
|
4.17.2
|
|
February 14, 2018
|
|
|
|
4.17
|
|
|
|
|
8-K
|
|
4.1
|
|
March 15, 2017
|
|
|
4.18
|
|
|
|
|
|
|
|
|
|
|
X
|
10.1
|
*
|
|
|
10-Q
|
|
10.7
|
|
August 8, 2012
|
|
|
|
10.2.1
|
*
|
|
|
10-Q
|
|
10.1
|
|
August 6, 2015
|
|
|
|
10.2.2
|
*
|
|
|
|
10-K
|
|
10.2.2
|
|
February 14, 2017
|
|
|
10.2.3
|
*
|
|
|
|
10-K
|
|
10.2.3
|
|
February 14, 2017
|
|
|
10.2.4
|
*
|
|
|
|
10-K
|
|
10.2.4
|
|
February 14, 2017
|
|
|
10.2.5
|
*
|
|
|
10-Q
|
|
10.6
|
|
November 7, 2008
|
|
|
|
10.2.6
|
*
|
|
|
10-K
|
|
10.7.8
|
|
February 12, 2015
|
|
|
|
10.3
|
*
|
|
|
10-Q
|
|
10.7
|
|
May 11, 2005
|
|
|
|
10.4
|
*
|
|
|
8-K
|
|
10.1
|
|
July 24, 2019
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
10.5
|
*
|
|
|
8-K
|
|
10.1
|
|
October 4, 2016
|
|
|
|
10.6.1
|
|
|
|
8-K
|
|
10.1
|
|
July 13, 2017
|
|
|
|
10.6.2
|
|
|
|
|
8-K
|
|
10.1
|
|
July 19, 2018
|
|
|
10.6.3
|
|
|
|
8-K
|
|
10.1
|
|
July 8, 2019
|
|
|
|
10.6.4
|
|
|
|
8-K
|
|
10.2
|
|
July 13, 2017
|
|
|
|
10.6.5
|
|
|
|
10-K
|
|
10.8.3
|
|
February 14, 2018
|
|
|
|
10.6.6
|
|
|
|
10-K
|
|
10.7.5
|
|
February 12, 2019
|
|
|
|
10.7
|
|
|
|
8-K
|
|
10.3
|
|
July 13, 2017
|
|
|
|
10.8
|
*
|
|
|
8-K
|
|
10.1
|
|
November 18, 2014
|
|
|
|
10.9
|
*
|
|
|
8-K
|
|
10.1
|
|
November 25, 2016
|
|
|
|
10.10
|
*
|
|
|
10-Q
|
|
10.1
|
|
May 7, 2015
|
|
|
|
10.11
|
*
|
|
|
8-K
|
|
10.1
|
|
May 25, 2018
|
|
|
|
10.12
|
*
|
|
|
10-Q
|
|
10.3
|
|
May 1, 2019
|
|
|
|
10.13
|
*
|
|
|
|
10-Q
|
|
10.1
|
|
May 1, 2019
|
|
|
10.14
|
*
|
|
|
10-Q
|
|
10.2
|
|
May 1, 2019
|
|
|
|
10.15
|
*
|
|
|
|
8-K
|
|
10.1
|
|
July 31, 2019
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
Exhibit Number
|
|
|
Document Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
|
21
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
X
|
|
32
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
**
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document**
|
|
|
|
|
|
|
|
X
|
101.SCH
|
**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
(b)
|
Exhibits
|
(c)
|
Other Financial Statement Schedules
|
|
Balance at
beginning
of year
|
|
Additions
charged to
costs and
expenses
|
|
Deductions
|
|
Foreign
exchange
impact
|
|
Balance at
end of year
|
||||||||||
Allowance for doubtful accounts—trade accounts receivable
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
$
|
14.5
|
|
|
$
|
7.0
|
|
|
$
|
(9.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
12.1
|
|
December 31, 2018
|
$
|
17.2
|
|
|
$
|
5.1
|
|
|
$
|
(7.1
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
14.5
|
|
December 31, 2017
|
$
|
10.7
|
|
|
$
|
7.2
|
|
|
$
|
(2.0
|
)
|
|
$
|
1.3
|
|
|
$
|
17.2
|
|
Allowance for obsolete supplies and inventory
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
$
|
25.4
|
|
|
$
|
34.8
|
|
|
$
|
(38.2
|
)
|
|
$
|
0.2
|
|
|
$
|
22.2
|
|
December 31, 2018
|
$
|
15.5
|
|
|
$
|
30.1
|
|
|
$
|
(19.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
25.4
|
|
December 31, 2017
|
$
|
8.8
|
|
|
$
|
20.6
|
|
|
$
|
(14.5
|
)
|
|
$
|
0.6
|
|
|
$
|
15.5
|
|
Deferred tax valuation account
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
$
|
1,040.0
|
|
|
$
|
46.4
|
|
|
$
|
(990.4
|
)
|
|
$
|
(22.2
|
)
|
|
$
|
73.8
|
|
December 31, 2018
|
$
|
1,077.7
|
|
|
$
|
18.7
|
|
|
$
|
(7.3
|
)
|
|
$
|
(49.1
|
)
|
|
$
|
1,040.0
|
|
December 31, 2017
|
$
|
901.7
|
|
|
$
|
67.8
|
|
|
$
|
(21.1
|
)
|
|
$
|
129.3
|
|
|
$
|
1,077.7
|
|
|
|
|
|
|
By
|
|
/s/ GAVIN D.K. HATTERSLEY
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
Gavin D.K. Hattersley
|
|
By
|
|
/s/ GAVIN D.K. HATTERSLEY
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
Gavin D.K. Hattersley
|
|
|
By
|
|
/s/ TRACEY I. JOUBERT
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
Tracey I. Joubert
|
|
|
By
|
|
/s/ BRIAN C. TABOLT
|
|
Vice President and Controller
(Principal Accounting Officer)
|
|
|
Brian C. Tabolt
|
|
|
By
|
|
/s/ ANDREW T. MOLSON
|
|
Chairman
|
|
|
Andrew T. Molson
|
|
|
By
|
|
/s/ PETER H. COORS
|
|
Vice Chairman
|
|
|
Peter H. Coors
|
|
|
By
|
|
/s/ PETER J. COORS
|
|
Director
|
|
|
Peter J. Coors
|
|
|
By
|
|
/s/ BETTY K. DEVITA
|
|
Director
|
|
|
Betty K. DeVita
|
|
|
By
|
|
/s/ ROGER G. EATON
|
|
Director
|
|
|
Roger G. Eaton
|
|
|
By
|
|
/s/ MARY LYNN FERGUSON-MCHUGH
|
|
Director
|
|
|
Mary Lynn Ferguson-McHugh
|
|
|
By
|
|
/s/ CHARLES M. HERINGTON
|
|
Director
|
|
|
Charles M. Herington
|
|
|
By
|
|
/s/ FRANKLIN W. HOBBS
|
|
Director
|
|
|
Franklin W. Hobbs
|
|
|
By
|
|
/s/ GEOFFREY E. MOLSON
|
|
Director
|
|
|
Geoffrey E. Molson
|
|
|
By
|
|
/s/ IAIN J. G. NAPIER
|
|
Director
|
|
|
Iain J. G. Napier
|
|
|
By
|
|
/s/ H. SANFORD RILEY
|
|
Director
|
|
|
H. Sanford Riley
|
|
|
By
|
|
/s/ DOUGLAS D. TOUGH
|
|
Director
|
|
|
Douglas D. Tough
|
|
|
By
|
|
/s/ LOUIS VACHON
|
|
Director
|
|
|
Louis Vachon
|
|
|
Title:
|
Deputy General Counsel and Assistant Secretary
|
Title:
|
Chief Legal and Government Affairs Officer and Secretary
|
•
|
the issuance of (i) any shares of Class A Common Stock (other than upon the conversion of Class B Common Stock under circumstances provided in our certificate of incorporation or the exchange or redemption of Class A Exchangeable Shares in accordance with the terms of those Class A Exchangeable Shares), or (ii) securities (other than Class B Common Stock) convertible into or exercisable for Class A Common Stock;
|
•
|
the issuance of (i) shares of Class B Common Stock (other than upon the conversion of Class A Common Stock under circumstances provided in our certificate of incorporation or the exchange or redemption of our Class B Exchangeable Shares in accordance with the terms of those Class B Exchangeable Shares), or (ii) securities convertible into or exercisable for Class B Common Stock (other than Class A Common Stock) whether in a single transaction or in a series of related transactions, if the number of shares to be issued (including upon conversion or exchange) is, or will be upon issuance, equal to or greater than 20% of the number of shares of Class B Common Stock outstanding before the issuance of such Class B Common Stock (or securities convertible into or exercisable for shares of Class B Common Stock);
|
•
|
the issuance of any shares of Preferred Stock having voting rights other than those expressly required by the Delaware General Corporation Law (“DGCL”);
|
•
|
the sale, transfer or other disposition of any capital stock (or securities convertible into or exchangeable for capital stock) of our subsidiaries;
|
•
|
the sale, transfer or other disposition of all or substantially all of the assets of our subsidiaries; and
|
•
|
any decrease in the number of members of our Board of Directors to a number below 15.
|
•
|
any merger that requires stockholder approval under the DGCL;
|
•
|
any sale of all or substantially all of our assets, other than to a related party;
|
•
|
any proposal to dissolve our company or any proposal to revoke the dissolution of our company; or
|
•
|
any amendment to the certificate of incorporation that requires stockholder approval under the certificate of incorporation or the DGCL and that would:
|
•
|
increase or decrease the aggregate number of the authorized shares of Class B Common Stock;
|
•
|
change the rights of any shares of Class B Common Stock;
|
•
|
change the shares of all or part of Class B Common Stock into a different number of shares of the same class;
|
•
|
increase the rights of any other class that is equal or superior to Class B Common Stock with respect to distribution or dissolution rights (a “co-equal class”);
|
•
|
create any new co-equal class;
|
•
|
other than pursuant to the certificate of incorporation, exchange or reclassify any shares of Class B Common Stock into shares of another class, or exchange, reclassify or create the right of exchange of any shares of another class into shares of Class B Common Stock; or
|
•
|
limit or deny existing preemptive rights of, or cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on, any shares of Class B Common Stock.
|
•
|
in the case of a cash dividend declared on a corresponding share of Company Common Stock, an amount in cash for each exchangeable share corresponding to the cash dividend declared on each corresponding share of Company Common Stock in U.S. dollars or in an equivalent amount in Canadian dollars;
|
•
|
in the case of a stock dividend declared on a corresponding share of Company Common Stock to be paid in shares of Company Common Stock, in the number of Exchangeable Shares of the relevant class for each Exchangeable Share that is equal to the number of shares of corresponding Company Common Stock to be paid on each corresponding share of Company Common Stock; or
|
•
|
in the case of a dividend declared on a corresponding share of Company Common Stock in any other type of property, in the type and amount of property as is economically equivalent as determined by MCCI’s board of directors to the type and amount of property to be paid on each corresponding share of Company Common Stock.
|
(a)
|
upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of at least a majority of the total voting power of the capital stock or other interests of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under the indenture;
|
(b)
|
upon the sale or disposition of all or substantially all the assets of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under the indenture; or
|
(c)
|
if at any time when no default has occurred and is continuing with respect to the notes, such Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately released after the release of the Guarantor) the Debt of the Company under (i) the Company’s then-existing primary credit facility, (ii) the Existing Notes or (iii) any Additional Debt.
|
•
|
100% of the principal amount of the notes being redeemed; and
|
•
|
the sum of the present values of the redemption price of the notes on the Par Call Date and the remaining scheduled payments of interest on the notes being redeemed as if the notes were redeemed on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) computed using a discount rate equal to the applicable Bund Rate (or, if greater than such Bund Rate, zero) plus 25 basis points,
|
(1)
|
to any tax, assessment or other governmental charge of the United States imposed on a holder of a note that is a “United States person” (as defined below);
|
(2)
|
to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
(a)
|
being or having been present or engaged in a trade or business in the Relevant Jurisdiction or having had a permanent establishment in the Relevant Jurisdiction;
|
(b)
|
having a current or former relationship with the Relevant Jurisdiction, including a relationship as a citizen or resident of the Relevant Jurisdiction;
|
(c)
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
|
(d)
|
being or having been a “10-percent shareholder” of us as defined in section 871(h)(3) of the United States Internal Revenue Code or any successor provision (the “Code”);
|
(e)
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code; or
|
(3)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a partner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, partner, or member received directly its beneficial or distributive share of the payment;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed or otherwise withheld solely by reason of a failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the Relevant Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(5)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deduction from the payment;
|
(6)
|
to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective after the payment becomes due or is duly provided for, whichever occurs later;
|
(7)
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
(8)
|
to any tax, assessment or other governmental charge any paying agent (which term may include us) must withhold from any payment of principal of or interest on any note, if such payment can be made without such withholding by any other paying agent;
|
(9)
|
to any tax, assessment or governmental charge that would not have been so imposed or withheld but for the presentation by the holder of a note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(10)
|
any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations, agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);
|
(11)
|
to any tax, assessment or governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note as a result of the presentation of any note for payment by or on behalf of a beneficial owner who would have been able to avoid the withholding or deduction by presenting the relevant global note to another paying agent in a Member State of the EU; or
|
(12)
|
in the case of any combination of the above items.
|
•
|
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
|
•
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered and not validly withdrawn; and
|
•
|
deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes being repurchased.
|
(1)
|
Mortgages existing on any property prior to the acquisition thereof by the Company or a Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of the indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a Restricted Subsidiary for that cost; provided, however, that such Mortgage shall not apply to any other property of the Company or a Restricted Subsidiary other than improvements and accessions to the property to which it originally applies;
|
(2)
|
Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary;
|
(3)
|
Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;
|
(4)
|
Mortgages securing indebtedness owing to the Company or a Guarantor;
|
(5)
|
Mortgages existing on July 7, 2016;
|
(6)
|
Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under the indenture;
|
(7)
|
extensions, renewals or replacements of the Mortgages referred to in this paragraph (other than Mortgages described in clauses (2) and (4) above) so long as the principal amount of the secured Debt is not increased (except by an amount not to exceed the fees and expenses, including any premium and defeasance costs incurred with such extension, renewal or replacement) and the extension, renewal or replacement is limited to all or part of the same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or replaced; or
|
(8)
|
Mortgages in connection with sale and leaseback transactions described in the second paragraph in “—Restrictions on Sales and Leasebacks” below.
|
(1)
|
the transaction is between or among two or more of the Company and the Guarantors;
|
(2)
|
the lease is for a period, including renewal rights, of not in excess of three years;
|
(3)
|
the transaction is with a governmental authority that provides financial or tax benefits;
|
(4)
|
the net proceeds of the sale are at least equal to the fair market value of the property and, within 180 days of the transfer, the Company or the Guarantors repay Funded Debt owed by them or make expenditures for the expansion, construction or acquisition of a Principal Property at least equal to the net proceeds of the sale; or
|
(5)
|
such sale and leaseback transaction is entered into within 180 days after the acquisition or construction, in whole but not in part, of such Principal Property.
|
(1)
|
indebtedness for money borrowed of such Person, whether outstanding on the date of the indenture or thereafter incurred; and
|
(2)
|
indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable.
|
(1)
|
default in the payment of any installment of interest on the notes issued under the indenture for 30 days after becoming due;
|
(2)
|
default in the payment of principal (or premium, if any) on the notes issued under the indenture when due;
|
(3)
|
default in the performance of any other covenant with respect to the notes continuing for 90 days after notice as provided below;
|
(4)
|
if payment of any Debt of the Company, the Guarantors or any of the Company’s Significant Subsidiaries in a principal amount exceeding $200 million is accelerated as a result of the failure of the Company, any Guarantor or any of the Company’s Significant Subsidiaries to perform any covenant or agreement applicable to such Debt which acceleration is not rescinded or annulled within 60 days after written notice thereof; and
|
(5)
|
certain events of bankruptcy, insolvency or reorganization with respect to the Company.
|
(1)
|
add guarantors with respect to the notes, including any Guarantors, or to secure the notes;
|
(2)
|
add covenants for the protection of the holders of the notes;
|
(3)
|
add any additional events of default;
|
(4)
|
cure any ambiguity, omission, mistake, defect or inconsistency in the indenture;
|
(5)
|
add to or change or eliminate any provision of the indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act of 1939, as amended;
|
(6)
|
supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the notes so long as any such action shall not adversely affect the interests of any holder of the notes or any other series of debt securities issued thereunder;
|
(7)
|
prohibit the authentication and delivery of additional series of notes;
|
(8)
|
provide for uncertificated notes in addition to or in place of certificated notes subject to applicable laws;
|
(9)
|
establish the form or terms of other debt securities issued under the indenture and coupons of any series of such other debt securities pursuant to the indenture and to change the procedures for transferring and exchanging such other debt securities so long as such change does not adversely affect the holders of any outstanding debt securities, including the notes (except as required by applicable securities laws);
|
(10)
|
make any change to the indenture that does not adversely affect the rights of any holder of any series of debt securities, including the notes;
|
(11)
|
secure any series of debt securities, including the notes;
|
(12)
|
evidence the acceptance of appointment by a successor trustee and to add to or arrange any provisions of the indenture necessary for or to facilitate the administration of the trusts created under the indenture by more than one trustee;
|
(13)
|
comply with the merger and consolidation provisions pursuant to the indenture;
|
(14)
|
in the case of subordinated debt securities, to make any change to the provisions of the indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change);
|
(15)
|
evidence the release of any Guarantor pursuant to the terms of the indenture;
|
(16)
|
add to, change, or eliminate any of the provisions of the indenture with respect to one or more series of debt securities, so long as any such addition, change or elimination not otherwise permitted under the indenture shall: (i) neither apply to any debt security of any series including the notes, created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such debt security with respect to the benefit of such provision; or (ii) become effective only when there is no such prior security outstanding; or
|
(17)
|
conform the indenture and/or the notes to the section entitled “Description of the Notes” in the Company’s prospectus supplement related to the initial offering of the notes, dated June 29, 2016.
|
(1)
|
extend the final maturity of such series of notes;
|
(2)
|
reduce the principal amount (or premium, if any) of such series of notes;
|
(3)
|
reduce the rate or extend the time of payment of interest on such series of notes;
|
(4)
|
reduce any amount payable on redemption of such series of notes or change the time (other than with respect to timing of notices of redemption) at which such series of notes may be redeemed in accordance with the indenture;
|
(5)
|
impair the right of any holder of such series of notes to institute suit for the payment of such series of notes;
|
(6)
|
reduce the percentage in principal amount of such series of notes the consent of the holders of which is required for any such modification;
|
(7)
|
make such series of notes payable in currency other than that stated in such series of notes;
|
(8)
|
make any changes in the ranking or priority of such series of notes that would adversely affect the holders of such series of notes;
|
(9)
|
make any change to the guarantees made by any Guarantors that would adversely affect the rights of holders of such series of notes; or
|
(10)
|
amend the above items or applicable sections of the indenture providing certain rights to the majority of holders of such series of notes.
|
Name
|
|
State/province/country of organization
or incorporation
|
|
||||||||||||||
Coors Brewing Company d/b/a Molson Coors International
|
|
Colorado
|
|
||||||||||||||
CBC Holdco 2 LLC
|
|
Colorado
|
|
||||||||||||||
CBC Holdco LLC
|
|
Colorado
|
|
||||||||||||||
Newco3, Inc.
|
|
Colorado
|
|
||||||||||||||
CBC Holdco 3, Inc.
|
|
Colorado
|
|
||||||||||||||
Coors International Holdco 2, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors International General, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors International LP
|
|
Delaware
|
|
||||||||||||||
Molson Coors Callco ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors Canada Holdco, ULC
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors Canada Inc.
|
|
Canada
|
|
||||||||||||||
Molson ULC f/k/a Molson Inc.
|
|
British Columbia
|
|
||||||||||||||
Molson Canada 2005
|
|
Ontario
|
|
||||||||||||||
3230600 Nova Scotia Company
|
|
Nova Scotia
|
|
||||||||||||||
Molson Coors (UK) Holdings LLP
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors (Barbados) SRL
|
|
Barbados
|
|
||||||||||||||
Golden Acquisition
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Holdings Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Brewing Company (UK) Limited
|
|
United Kingdom
|
|
||||||||||||||
Molson Coors Holdco Inc.
|
|
Delaware
|
|
||||||||||||||
Molson Coors Europe Holdings B.V.
|
|
Netherlands
|
|
||||||||||||||
Molson Coors Netherlands B.V. f/k/a Starbev Netherlands B.V.
|
|
Netherlands
|
|
||||||||||||||
Pivovary Staropramen s.r.o. f/k/a Molson Coors Czech s.r.o.
|
|
Czech Republic
|
|
||||||||||||||
MillerCoors LLC
|
|
Delaware
|
|
||||||||||||||
MillerCoors USA LLC
|
|
Delaware
|
|
1.
|
I have reviewed this annual report on Form 10-K of Molson Coors Beverage Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 12, 2020
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/s/ GAVIN D.K. HATTERSLEY
Gavin D.K. Hattersley
President & Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Molson Coors Beverage Company;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 12, 2020
|
/s/ TRACEY I. JOUBERT
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
|
a)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2019 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
b)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ GAVIN D.K. HATTERSLEY
Gavin D.K. Hattersley
President & Chief Executive Officer
(Principal Executive Officer)
February 12, 2020
|
|
|
|
|
|
/s/ TRACEY I. JOUBERT
Tracey I. Joubert
Chief Financial Officer
(Principal Financial Officer)
February 12, 2020
|