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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________
FORM 10-Q
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(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly period ended September 30, 2020
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
______ to ______ . |
Commission File Number: 1-14829
Molson Coors Beverage Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
P.O. BOX 4030, NH353, Golden, Colorado, USA
1555 Notre Dame Street East, Montréal, Québec, Canada
(Address of principal executive offices)
84-0178360
(I.R.S. Employer Identification No.)
80401
H2L 2R5
(Zip Code)
303-279-6565 (Colorado)
514-521-1786 (Québec)
(Registrant's telephone number, including area code)
_______________________________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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|
|
Title of each class |
|
Trading symbols |
|
Name of each exchange on which registered |
Class A Common Stock, $0.01 par value |
|
TAP.A |
|
New York Stock Exchange |
Class B Common Stock, $0.01 par value |
|
TAP |
|
New York Stock Exchange |
1.25% Senior Notes due 2024 |
|
TAP |
|
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files).
Yes ý No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ý
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of October 22,
2020:
Class A Common Stock — 2,561,670 shares
Class B Common Stock — 200,296,645 shares
Exchangeable shares:
As of October 22, 2020, the following number of exchangeable
shares were outstanding for Molson Coors
Canada, Inc.:
Class A Exchangeable shares — 2,718,267 shares
Class B Exchangeable shares — 11,104,592 shares
The Class A exchangeable shares and Class B exchangeable shares are
shares of the share capital in Molson Coors Canada Inc., a
wholly-owned subsidiary of the registrant. They are publicly traded
on the Toronto Stock Exchange under the symbols TPX.A and
TPX.B,
respectively. These shares are intended to provide
substantially the same economic and voting rights as the
corresponding class of Molson Coors common stock in which they may
be exchanged. In addition to the registered Class A common
stock and the Class B common stock, the registrant has also issued
and outstanding one share each of a Special Class A voting stock
and Special Class B voting stock. The Special Class A voting stock
and the Special Class B voting stock provide the mechanism for
holders of Class A exchangeable shares and Class B exchangeable
shares to be provided instructions to vote with the holders of the
Class A common stock and the Class B common stock,
respectively. The holders of the Special Class A voting stock
and Special Class B voting stock are entitled to one vote for each
outstanding Class A exchangeable share and Class B exchangeable
share, respectively, excluding shares held by the registrant or its
subsidiaries, and generally vote together with the Class A common
stock and Class B common stock, respectively, on all matters on
which the Class A common stock and Class B common stock are
entitled to vote. The Special Class A voting stock and Special
Class B voting stock are subject to a voting trust arrangement. The
trustee which holds the Special Class A voting stock and the
Special Class B voting stock is required to cast a number of votes
equal to the number of then-outstanding Class A exchangeable shares
and Class B exchangeable shares, respectively, but will only cast a
number of votes equal to the number of Class A exchangeable shares
and Class B exchangeable shares as to which it has received voting
instructions from the owners of record of those Class A
exchangeable shares and Class B exchangeable shares, other than the
registrant or its subsidiaries, respectively, on the record date,
and will cast the votes in accordance with such instructions so
received.
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
INDEX
Glossary of Terms and Abbreviations
|
|
|
|
|
|
AOCI
|
Accumulated other comprehensive income (loss) |
CAD
|
Canadian dollar |
CZK |
Czech Koruna |
DBRS |
A global credit rating agency in Toronto |
EBITDA |
Earnings before interest, tax, depreciation and
amortization |
EPS
|
Earnings per share |
EUR |
Euro |
FASB
|
Financial Accounting Standards Board |
GBP
|
British Pound |
HRK |
Croatian Kuna |
JPY
|
Japanese Yen |
Moody’s
|
Moody’s Investors Service Limited, a nationally recognized
statistical rating organization designated by the SEC |
OCI |
Other comprehensive income (loss) |
OPEB |
Other postretirement benefit plans |
PSUs
|
Performance share units |
RSD
|
Serbian Dinar |
RSUs |
Restricted stock units |
SEC |
U.S. Securities and Exchange Commission |
Standard & Poor’s |
Standard and Poor’s Ratings Services, a nationally recognized
statistical rating organization designated by the SEC |
STRs
|
Sales-to-retailers
|
STWs
|
Sales-to-wholesalers
|
2017 Tax Act |
U.S. Tax Cuts and Jobs Act
|
U.K. |
United Kingdom |
U.S.
|
United States |
U.S. GAAP |
Accounting principles generally accepted in the U.S. |
USD or $ |
U.S. dollar |
VIEs |
Variable interest entities |
Cautionary Statement Pursuant to Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). From time to time, we may also provide oral
or written forward-looking statements in other materials we release
to the public. Such forward-looking statements are subject to the
safe harbor created by the Private Securities Litigation Reform Act
of 1995.
Statements that refer to projections of our future financial
performance, our anticipated growth and trends in our businesses,
and other characterizations of future events or circumstances are
forward-looking statements, and include, but are not limited to,
statements under the headings "Management's Discussion and Analysis
of Financial Condition and Results of Operations," and under the
headings "Executive Summary" and "Outlook" therein, with respect to
expectations regarding the impact of the coronavirus pandemic on
our operations, liquidity, financial condition and financial
results, overall volume trends, consumer preferences, pricing
trends, industry forces, cost reduction strategies, including our
revitalization plan announced in 2019 and the estimated range of
related charges and timing of cash charges, anticipated results,
expectations for funding future capital expenditures and
operations, debt service capabilities, timing and amounts of debt
and leverage levels, shipment levels and profitability, market
share, and the sufficiency of capital resources. In addition,
statements that we make in this report that are not statements of
historical fact may also be forward-looking statements. Words such
as "expects," "intend," "goals," "plans," "believes," "continues,"
"may," "anticipate," "seek," "estimate," "outlook," "trends,"
"future benefits," "potential," "projects," "strategies," and
variations of such words and similar expressions are intended to
identify forward-looking statements.
Forward-looking statements are subject to risks and uncertainties
that could cause actual results to be materially different from
those indicated (both favorably and unfavorably). These risks and
uncertainties include, but are not limited to, those described
under the heading "Risk Factors" in this report, and those
described from time to time in our past and future reports filed
with the SEC, including in our Annual Report on Form 10-K for
the year ended December 31, 2019. Caution should be taken not
to place undue reliance on any such forward-looking statements.
Forward-looking statements speak only as of the date when made and
we undertake no obligation to update any forward-looking statement,
whether as a result of new information, future events or
otherwise.
Market and Industry Data
The market and industry data used in this Quarterly Report on Form
10-Q are based on independent industry publications, customers,
trade or business organizations, reports by market research firms
and other published statistical information from third parties
(collectively, the “Third Party Information”), as well as
information based on management’s good faith estimates, which we
derive from our review of internal information and independent
sources. Such Third Party Information generally states that the
information contained therein or provided by such sources has been
obtained from sources believed to be reliable.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(UNAUDITED)
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
Sales |
$ |
3,378.4 |
|
|
$ |
3,498.0 |
|
|
$ |
8,946.0 |
|
|
$ |
9,918.1 |
|
Excise taxes |
(624.9) |
|
|
(656.4) |
|
|
(1,586.3) |
|
|
(1,824.9) |
|
Net sales |
2,753.5 |
|
|
2,841.6 |
|
|
7,359.7 |
|
|
8,093.2 |
|
Cost of goods sold |
(1,551.0) |
|
|
(1,685.4) |
|
|
(4,486.6) |
|
|
(4,858.2) |
|
Gross profit |
1,202.5 |
|
|
1,156.2 |
|
|
2,873.1 |
|
|
3,235.0 |
|
Marketing, general and administrative expenses |
(634.5) |
|
|
(690.2) |
|
|
(1,788.7) |
|
|
(2,115.1) |
|
Special items, net |
(59.7) |
|
|
(703.3) |
|
|
(210.6) |
|
|
(666.4) |
|
Operating income (loss) |
508.3 |
|
|
(237.3) |
|
|
873.8 |
|
|
453.5 |
|
Interest income (expense), net |
(67.9) |
|
|
(65.6) |
|
|
(206.5) |
|
|
(204.5) |
|
Other pension and postretirement benefits (costs), net |
7.6 |
|
|
8.0 |
|
|
22.7 |
|
|
25.0 |
|
Other income (expense), net |
2.4 |
|
|
(13.7) |
|
|
3.4 |
|
|
(0.7) |
|
Income (loss) before income taxes |
450.4 |
|
|
(308.6) |
|
|
693.4 |
|
|
273.3 |
|
Income tax benefit (expense) |
(104.0) |
|
|
(90.7) |
|
|
(265.2) |
|
|
(193.3) |
|
Net income (loss) |
346.4 |
|
|
(399.3) |
|
|
428.2 |
|
|
80.0 |
|
Net (income) loss attributable to noncontrolling
interests |
(3.6) |
|
|
(3.5) |
|
|
(7.4) |
|
|
(2.0) |
|
Net income (loss) attributable to Molson Coors Beverage
Company |
$ |
342.8 |
|
|
$ |
(402.8) |
|
|
$ |
420.8 |
|
|
$ |
78.0 |
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Molson Coors Beverage Company per
share: |
|
|
|
|
|
|
|
Basic |
$ |
1.58 |
|
|
$ |
(1.86) |
|
|
$ |
1.94 |
|
|
$ |
0.36 |
|
Diluted |
$ |
1.58 |
|
|
$ |
(1.86) |
|
|
$ |
1.94 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
Basic |
216.9 |
|
|
216.6 |
|
|
216.8 |
|
|
216.6 |
|
Dilutive effect of share-based awards |
0.1 |
|
|
— |
|
|
0.2 |
|
|
0.3 |
|
Diluted |
217.0 |
|
|
216.6 |
|
|
217.0 |
|
|
216.9 |
|
|
|
|
|
|
|
|
|
Anti-dilutive securities excluded from the computation of diluted
EPS |
2.3 |
|
|
1.6 |
|
|
2.3 |
|
|
1.3 |
|
See notes to unaudited condensed consolidated financial
statements.
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
(IN MILLIONS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
Net income (loss) including noncontrolling interests |
$ |
346.4 |
|
|
$ |
(399.3) |
|
|
$ |
428.2 |
|
|
$ |
80.0 |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
Foreign currency translation adjustments |
149.8 |
|
|
(144.8) |
|
|
(104.0) |
|
|
(31.2) |
|
Unrealized gain (loss) on derivative instruments |
14.5 |
|
|
(55.8) |
|
|
(114.1) |
|
|
(123.8) |
|
Reclassification of derivative (gain) loss to income |
0.2 |
|
|
0.2 |
|
|
(0.9) |
|
|
— |
|
Amortization of net prior service (benefit) cost and net actuarial
(gain) loss to income |
(1.5) |
|
|
(0.8) |
|
|
(4.7) |
|
|
(1.9) |
|
Ownership share of unconsolidated subsidiaries' other comprehensive
income (loss) |
0.7 |
|
|
0.5 |
|
|
2.2 |
|
|
2.3 |
|
Total other comprehensive income (loss), net of tax |
163.7 |
|
|
(200.7) |
|
|
(221.5) |
|
|
(154.6) |
|
Comprehensive income (loss) |
510.1 |
|
|
(600.0) |
|
|
206.7 |
|
|
(74.6) |
|
Comprehensive (income) loss attributable to noncontrolling
interests |
(5.1) |
|
|
(2.5) |
|
|
(7.1) |
|
|
(0.9) |
|
Comprehensive income (loss) attributable to Molson Coors Beverage
Company |
$ |
505.0 |
|
|
$ |
(602.5) |
|
|
$ |
199.6 |
|
|
$ |
(75.5) |
|
See notes to unaudited condensed consolidated financial
statements.
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT PAR VALUE)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
September 30, 2020 |
|
December 31, 2019 |
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
731.3 |
|
|
$ |
523.4 |
|
Accounts receivable, net |
694.2 |
|
|
714.8 |
|
Other receivables, net |
123.1 |
|
|
105.5 |
|
Inventories, net |
657.7 |
|
|
615.9 |
|
Other current assets, net |
434.2 |
|
|
224.8 |
|
Total current assets |
2,640.5 |
|
|
2,184.4 |
|
Properties, net |
4,180.1 |
|
|
4,546.5 |
|
Goodwill |
7,624.1 |
|
|
7,631.4 |
|
Other intangibles, net |
13,410.4 |
|
|
13,656.0 |
|
Other assets |
820.2 |
|
|
841.5 |
|
Total assets |
$ |
28,675.3 |
|
|
$ |
28,859.8 |
|
Liabilities and equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable and other current liabilities |
$ |
3,068.4 |
|
|
$ |
2,767.3 |
|
Current portion of long-term debt and short-term
borrowings |
1,242.1 |
|
|
928.2 |
|
Total current liabilities |
4,310.5 |
|
|
3,695.5 |
|
Long-term debt |
7,129.5 |
|
|
8,109.5 |
|
Pension and postretirement benefits |
691.5 |
|
|
716.6 |
|
Deferred tax liabilities |
2,276.0 |
|
|
2,258.6 |
|
Other liabilities |
492.2 |
|
|
406.5 |
|
Total liabilities |
14,899.7 |
|
|
15,186.7 |
|
Commitments and contingencies (Note 12)
|
|
|
|
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: 209.8 shares and 205.7 shares,
respectively)
|
2.1 |
|
|
2.1 |
|
Class A exchangeable shares, no par value (issued and
outstanding: 2.7 shares and 2.7 shares, respectively)
|
102.3 |
|
|
102.5 |
|
Class B exchangeable shares, no par value (issued and
outstanding: 11.1 shares and 14.8 shares,
respectively)
|
417.8 |
|
|
557.8 |
|
Paid-in capital |
6,931.3 |
|
|
6,773.6 |
|
Retained earnings |
7,914.0 |
|
|
7,617.0 |
|
Accumulated other comprehensive income (loss) |
(1,383.4) |
|
|
(1,162.2) |
|
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 |
13,512.7 |
|
|
13,419.4 |
|
Noncontrolling interests |
262.9 |
|
|
253.7 |
|
Total equity |
13,775.6 |
|
|
13,673.1 |
|
Total liabilities and equity |
$ |
28,675.3 |
|
|
$ |
28,859.8 |
|
See notes to unaudited condensed consolidated financial
statements.
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
Cash flows from operating activities: |
|
|
|
Net income (loss) including noncontrolling interests |
$ |
428.2 |
|
|
$ |
80.0 |
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |
|
|
|
Depreciation and amortization |
714.9 |
|
|
641.4 |
|
Amortization of debt issuance costs and discounts |
6.3 |
|
|
11.2 |
|
Share-based compensation |
18.0 |
|
|
7.5 |
|
(Gain) loss on sale or impairment of properties and other assets,
net |
39.8 |
|
|
630.6 |
|
Unrealized (gain) loss on foreign currency fluctuations and
derivative instruments, net |
(25.9) |
|
|
16.2 |
|
Income tax (benefit) expense |
265.2 |
|
|
193.3 |
|
Income tax (paid) received |
(75.7) |
|
|
(50.3) |
|
Interest expense, excluding interest amortization |
202.5 |
|
|
207.0 |
|
Interest paid |
(236.1) |
|
|
(249.5) |
|
|
|
|
|
|
|
|
|
Change in current assets and liabilities and other |
156.0 |
|
|
(199.2) |
|
Net cash provided by (used in) operating activities |
1,493.2 |
|
|
1,288.2 |
|
Cash flows from investing activities: |
|
|
|
Additions to properties |
(456.4) |
|
|
(457.3) |
|
Proceeds from sales of properties and other assets |
4.6 |
|
|
101.0 |
|
Other |
0.5 |
|
|
37.3 |
|
Net cash provided by (used in) investing activities |
(451.3) |
|
|
(319.0) |
|
Cash flows from financing activities: |
|
|
|
Exercise of stock options under equity compensation
plans |
4.0 |
|
|
1.5 |
|
Dividends paid |
(125.3) |
|
|
(300.9) |
|
|
|
|
|
|
|
|
|
Payments on debt and borrowings |
(913.5) |
|
|
(1,575.9) |
|
Proceeds on debt and borrowings |
1.5 |
|
|
— |
|
|
|
|
|
|
|
|
|
Net proceeds from (payments on) revolving credit facilities and
commercial paper |
224.6 |
|
|
262.9 |
|
Change in overdraft balances and other |
(32.6) |
|
|
(1.2) |
|
Net cash provided by (used in) financing activities |
(841.3) |
|
|
(1,613.6) |
|
Cash and cash equivalents: |
|
|
|
Net increase (decrease) in cash and cash equivalents |
200.6 |
|
|
(644.4) |
|
Effect of foreign exchange rate changes on cash and cash
equivalents |
7.3 |
|
|
(3.3) |
|
Balance at beginning of year |
523.4 |
|
|
1,057.9 |
|
Balance at end of period |
$ |
731.3 |
|
|
$ |
410.2 |
|
See notes to unaudited condensed consolidated financial
statements.
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
AND NONCONTROLLING INTERESTS
(IN MILLIONS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Beverage Company Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Common stock |
|
|
|
|
|
Common stock |
|
Exchangeable |
|
|
|
|
|
other |
|
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 |
As of June 30, 2019 |
$ |
14,145.0 |
|
|
$ |
— |
|
|
$ |
2.1 |
|
|
$ |
103.0 |
|
|
$ |
557.9 |
|
|
$ |
6,783.3 |
|
|
$ |
8,103.1 |
|
|
$ |
(1,178.6) |
|
|
$ |
(471.4) |
|
|
$ |
245.6 |
|
Exchange of shares |
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
(0.1) |
|
|
0.6 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of share-based compensation |
(11.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(11.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Purchase of noncontrolling interest |
(0.1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
Deconsolidation of VIE |
(1.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.5) |
|
Net income (loss) including noncontrolling interests |
(399.3) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(402.8) |
|
|
— |
|
|
— |
|
|
3.5 |
|
Other comprehensive income (loss), net of tax |
(200.7) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(199.7) |
|
|
— |
|
|
(1.0) |
|
Contributions from noncontrolling interests |
3.9 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3.9 |
|
Distributions and dividends to noncontrolling interests |
(6.3) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6.3) |
|
Dividends declared and paid - $0.57 per share
|
(123.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(123.5) |
|
|
— |
|
|
— |
|
|
— |
|
As of September 30, 2019 |
$ |
13,406.5 |
|
|
$ |
— |
|
|
$ |
2.1 |
|
|
$ |
102.5 |
|
|
$ |
557.8 |
|
|
$ |
6,772.9 |
|
|
$ |
7,576.8 |
|
|
$ |
(1,378.3) |
|
|
$ |
(471.4) |
|
|
$ |
244.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Beverage Company Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Common stock |
|
|
|
|
|
Common stock |
|
Exchangeable |
|
|
|
|
|
other |
|
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 |
As of June 30, 2020 |
$ |
13,268.0 |
|
|
$ |
— |
|
|
$ |
2.1 |
|
|
$ |
102.5 |
|
|
$ |
557.8 |
|
|
$ |
6,786.3 |
|
|
$ |
7,571.2 |
|
|
$ |
(1,545.6) |
|
|
$ |
(471.4) |
|
|
$ |
265.1 |
|
Exchange of shares |
— |
|
|
— |
|
|
— |
|
|
(0.2) |
|
|
(140.0) |
|
|
140.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Shares issued under equity compensation plan |
(1.4) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.4) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Amortization of share-based compensation |
6.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including noncontrolling interests |
346.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
342.8 |
|
|
— |
|
|
— |
|
|
3.6 |
|
Other comprehensive income (loss), net of tax |
163.7 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
162.2 |
|
|
— |
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions and dividends to noncontrolling interests |
(7.3) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020 |
$ |
13,775.6 |
|
|
$ |
— |
|
|
$ |
2.1 |
|
|
$ |
102.3 |
|
|
$ |
417.8 |
|
|
$ |
6,931.3 |
|
|
$ |
7,914.0 |
|
|
$ |
(1,383.4) |
|
|
$ |
(471.4) |
|
|
$ |
262.9 |
|
See notes to unaudited condensed consolidated financial
statements.
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
AND NONCONTROLLING INTERESTS
(IN MILLIONS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Beverage Company Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Common stock |
|
|
|
|
|
Common stock |
|
Exchangeable |
|
|
|
|
|
other |
|
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 |
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 |
(7.9) |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
(8.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Amortization of share-based compensation |
7.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Acquisition of business and purchase of noncontrolling
interest |
0.6 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.6 |
|
Deconsolidation of VIE |
(1.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.5) |
|
Net income (loss) including noncontrolling interests |
80.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78.0 |
|
|
— |
|
|
— |
|
|
2.0 |
|
Other comprehensive income (loss), net of tax |
(154.6) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(153.5) |
|
|
— |
|
|
(1.1) |
|
Adoption of lease accounting standard |
32.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
32.0 |
|
|
— |
|
|
— |
|
|
— |
|
Reclassification of stranded tax effects |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
74.8 |
|
|
(74.8) |
|
|
— |
|
|
— |
|
Contributions from noncontrolling interests |
25.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
25.4 |
|
Distributions and dividends to noncontrolling interests |
(9.7) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(9.7) |
|
Dividends declared and paid - $1.39 per share
|
(300.9) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(300.9) |
|
|
— |
|
|
— |
|
|
— |
|
As of September 30, 2019 |
$ |
13,406.5 |
|
|
$ |
— |
|
|
$ |
2.1 |
|
|
$ |
102.5 |
|
|
$ |
557.8 |
|
|
$ |
6,772.9 |
|
|
$ |
7,576.8 |
|
|
$ |
(1,378.3) |
|
|
$ |
(471.4) |
|
|
$ |
244.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molson Coors Beverage Company Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Common stock |
|
|
|
|
|
Common stock |
|
Exchangeable |
|
|
|
|
|
other |
|
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 |
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 |
|
Exchange of shares |
— |
|
|
— |
|
|
— |
|
|
(0.2) |
|
|
(140.0) |
|
|
140.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Shares issued under equity compensation plan |
(0.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Amortization of share-based compensation |
18.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
18.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Purchase of noncontrolling interest |
(0.1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including noncontrolling interests |
428.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
420.8 |
|
|
— |
|
|
— |
|
|
7.4 |
|
Other comprehensive income (loss), net of tax |
(221.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(221.2) |
|
|
— |
|
|
(0.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions from noncontrolling interests |
14.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14.0 |
|
Distributions and dividends to noncontrolling interests |
(11.8) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(11.8) |
|
Dividends declared - $0.57 per share
|
(123.8) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(123.8) |
|
|
— |
|
|
— |
|
|
— |
|
As of September 30, 2020 |
$ |
13,775.6 |
|
|
$ |
— |
|
|
$ |
2.1 |
|
|
$ |
102.3 |
|
|
$ |
417.8 |
|
|
$ |
6,931.3 |
|
|
$ |
7,914.0 |
|
|
$ |
(1,383.4) |
|
|
$ |
(471.4) |
|
|
$ |
262.9 |
|
See notes to unaudited condensed consolidated financial
statements.
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting
Policies
Unless otherwise noted in this report, any description of "we,"
"us" or "our" includes Molson Coors Beverage Company ("MCBC" or the
"Company") (formerly known as Molson Coors Brewing Company),
principally a holding company, and its operating and non-operating
subsidiaries included within our reporting segments. As further
discussed below, on January 1, 2020, we changed our management
structure from a corporate center and four segments to two segments
- North America and Europe. Our International segment was
reconstituted with the Africa and Asia Pacific businesses reporting
into the Europe segment and the remaining International business
reporting into the North America segment. Accordingly, effective
January 1, 2020, our reporting segments include: North America
(North America segment), operating in the U.S., Canada and various
countries in Latin and South America; and Europe (Europe segment),
operating in Bulgaria, Croatia, Czech Republic, Hungary,
Montenegro, the Republic of Ireland, Romania, Serbia, the U.K.,
various other European countries, and certain countries within
Africa and Asia Pacific. We have recast the historical presentation
of segment information as a result of these reporting segment
changes accordingly.
Unless otherwise indicated, information in this report is presented
in USD and comparisons are to comparable prior periods. Our primary
operating currencies, other than the USD, include the CAD, the GBP,
and our Central European operating currencies such as the EUR, CZK,
HRK and RSD.
The accompanying unaudited condensed consolidated interim financial
statements reflect all adjustments which are necessary for a fair
statement of the financial position, results of operations and cash
flows for the periods presented in accordance with U.S. GAAP.
Such unaudited interim condensed consolidated financial statements
have been prepared in accordance with the instructions to
Form 10-Q pursuant to the rules and regulations of the SEC.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with U.S. GAAP
have been condensed or omitted pursuant to such rules and
regulations.
These unaudited condensed consolidated interim financial statements
should be read in conjunction with our Annual Report on
Form 10-K for the year ended December 31, 2019 ("Annual
Report"), and have been prepared on a consistent basis with the
accounting policies described in Note 1 of the Notes to the Audited
Consolidated Financial Statements included in our Annual Report,
except as noted in
Note
2, "New Accounting Pronouncements"
as well as the changes to our reportable segments and reporting
units as discussed above and in
Note
3, "Segment Reporting"
and
Note
7, "Goodwill and Intangible Assets,"
respectively.
The results of operations for the three and nine months ended
September 30, 2020 are not necessarily indicative of the
results that may be achieved for the full year.
Coronavirus Global Pandemic
On March 11, 2020, the World Health Organization characterized the
outbreak of the novel coronavirus disease, known as COVID-19, as a
global pandemic and recommended containment and mitigation
measures. We are actively monitoring the impact of the coronavirus
pandemic, which had a material adverse effect on our operations,
liquidity, financial condition, and results of operations during
the second quarter of 2020 due to the on-premise closures
worldwide. While the adverse effects of the coronavirus pandemic
continued into the third quarter of 2020 due to on-premise
locations only being open at partial capacity and at reduced hours
and is expected to have an impact for the rest of 2020 and beyond,
we do not currently anticipate the adverse effects to be as
material as were observed in the second quarter of 2020. The
effects of the pandemic remain highly uncertain especially around
the severity and duration of the outbreak and actions by government
authorities to contain the pandemic or address its impact, among
other things.
During the nine months ended September 30, 2020, we recorded
charges of $15.5 million within cost of goods sold related to
temporary "thank you" pay for certain essential North America
brewery employees. Additionally, in order to support and
demonstrate our commitment to the continued viability of the many
bars and restaurants which have been negatively impacted by the
coronavirus pandemic, during the first quarter of 2020, we
initiated temporary keg relief programs in many of our markets. As
part of these voluntary programs, we committed to provide customers
with reimbursements for untapped kegs that meet certain established
return requirements. As a result, during the nine months ended
September 30, 2020, we recognized a reduction to net sales of
$31.1 million reflecting actual, and estimated remaining, sales
returns and reimbursements through these keg relief programs,
substantially all of which was recognized in the first quarter
other than immaterial adjustments for changes in estimates
recognized during the second and third quarters of 2020. Further,
during the nine months ended September 30, 2020, we recognized
charges of $12.6 million, substantially all of which was recognized
in the first quarter other than immaterial adjustments for changes
in estimates recognized during the second and third quarters of
2020, within cost of goods sold related to obsolete finished goods
keg inventories that are not expected to be sold within our
freshness specifications, as well as the costs to facilitate the
above mentioned keg returns. As of September 30, 2020 and
December 31,
2019, our aggregate allowance for obsolete inventories was
approximately $14 million and $11 million, respectively. The actual
duration of the coronavirus pandemic, including the length of
government-mandated closures or ceased sit-down service limitations
at bars and restaurants coupled with the subsequent economic
recovery period relative to the assumptions utilized to derive
these estimates, could result in further charges due to incremental
finished goods keg inventory becoming obsolete in future
periods.
Additionally, we continue to monitor the impacts of the coronavirus
pandemic on our customers’ liquidity and capital resources and
therefore our ability to collect, or the timeliness of collection
of our accounts receivable. While these receivables are not
concentrated in any specific customer and our allowance on these
receivables factors in expected credit loss, continued disruption
and declines in the global economy could result in difficulties in
our ability to collect and require increases to our allowance for
doubtful accounts. As of September 30, 2020 and December 31,
2019, our allowance for trade receivables was approximately $9
million and $12 million, respectively, and allowance activity was
immaterial during the three and nine months ended
September 30, 2020.
Further, in response to the coronavirus pandemic, various
governmental authorities globally have announced relief programs
which among other items, provide temporary deferrals of non-income
based tax payments, which have positively impacted our operating
cash flows in the first nine months of 2020. These temporary
deferrals of over $200 million as of September 30, 2020, are
included within accounts payable and other current liabilities on
our unaudited condensed consolidated balance sheet.
Finally, we continue to protect and support our liquidity position
in response to the global economic uncertainty created by the
coronavirus pandemic. During the second quarter, our board of
directors suspended our regular quarterly dividends on our Class A
and Class B common and exchangeable shares otherwise payable in
fiscal year 2020.
Revitalization Plan
On October 28, 2019, we initiated a revitalization plan designed to
allow us to invest across our portfolio to drive long-term,
sustainable success. As part of our revitalization plan, we made
the determination to establish Chicago, Illinois as our North
American operational headquarters, close our office in Denver,
Colorado and consolidate certain administrative functions into our
other existing office locations. As discussed above, in connection
with these consolidation activities, effective January 1, 2020, we
changed our management structure to two segments - North America
and Europe. We began to incur charges related to these
restructuring activities during the fourth quarter of 2019 and have
continued to incur charges in the first three quarters of
2020.
Non-Cash Activity
Non-cash activity includes non-cash issuances of share-based
awards, as well as non-cash investing activities related to
movements in our guarantee of indebtedness of certain equity method
investments. See
Note
4, "Investments"
for further discussion. We also had non-cash activities related to
capital expenditures incurred but not yet paid of $128.6 million
and $126.3 million during the nine months ended September 30,
2020 and September 30, 2019, respectively.
Other than the activity mentioned above and the supplemental
non-cash activity related to the recognition of leases further
discussed in
Note
13, "Leases,"
there was no other significant non-cash activity during the nine
months ended September 30, 2020 and September 30,
2019.
Share-Based Compensation
We grant stock options, RSUs and PSUs to certain officers and other
eligible employees and recognized share-based compensation expense
of $6.2 million and $18.0 million during the three and nine months
ended September 30, 2020, respectively, and a benefit of $11.1
million and expense of $7.5 million during the three and nine
months ended September 30, 2019, respectively. The benefit in
share-based compensation expense recognized in the third quarter of
2019 was driven by the reversal of cumulative compensation expense
previously recognized for our 2018 and 2017 PSU awards as the
achievement of the performance conditions was no longer deemed
probable for the respective performance periods.
2. New Accounting Pronouncements
New Accounting Pronouncements Recently Adopted
In June 2016, the FASB issued authoritative guidance that
changes the impairment model used to measure credit losses for most
financial instruments. The new guidance replaces the
existing incurred credit loss model, and requires the
application of a forward-looking expected credit loss model,
which will generally result in earlier recognition of allowances
for credit losses for financial instruments that are in scope
of the new guidance, including trade receivables. We adopted
this guidance in the first quarter of 2020, which did not have a
material impact on our financial statements.
In August 2018, the FASB issued authoritative guidance intended to
address a customer’s accounting for implementation costs incurred
in a cloud computing arrangement that is a service contract. This
guidance aligns the requirements for capitalizing implementation
costs incurred in a hosting arrangement that is a service contract
with the requirements for capitalizing implementation costs
incurred to develop or obtain internal-use software. The guidance
also requires presentation of the capitalized implementation costs
in the statement of financial position and in the statement of cash
flows in the same line item that a prepayment for the fees of the
associated hosting arrangement would be presented, and the expense
related to the capitalized implementation costs to be presented in
the same line item in the statement of operations as the fees
associated with the hosting element (service) of the arrangement.
We adopted this guidance prospectively in the first quarter of
2020, which did not have a material impact on our financial
statements. However, the adoption of this guidance resulted in the
change in presentation of capitalized implementation costs related
to hosting arrangements from properties to other assets on the
consolidated balance sheet, as well as the expense related to such
costs no longer being classified as depreciation expense and cash
flows related to those costs no longer being presented as investing
activities beginning in the first quarter of 2020.
New Accounting Pronouncements Not Yet Adopted
In March 2020, the FASB issued authoritative guidance which
provides optional expedients and exceptions for applying U.S. GAAP
to contracts, hedging relationships and other transactions affected
by reference rate reform if certain criteria are met. The
amendments apply only to contracts, hedging relationships, and
other transactions that reference LIBOR or another reference rate
expected to be discontinued because of reference rate reform and
are effective for all entities upon issuance, March 12, 2020,
through December 31, 2022, which is a full year after the current
expected discontinuation date of LIBOR. We are
currently evaluating the potential impact of this
guidance on our financial statements.
In December 2019, the FASB issued authoritative guidance intended
to simplify the accounting for income taxes. This guidance
eliminates certain exceptions to the general approach to the income
tax accounting model, and adds new guidance to reduce the
complexity in accounting for income taxes. This guidance is
effective for annual periods beginning after December 15,
2020, including interim periods within those annual periods. We are
currently evaluating the potential impact of this
guidance and do not expect it will have a material impact on our
financial statements.
Other than the items noted above, there have been no new accounting
pronouncements not yet effective or adopted in the current year
that we believe have a significant impact, or potential significant
impact, to our unaudited condensed consolidated interim financial
statements.
3. Segment Reporting
Our reporting segments are based on the key geographic regions in
which we operate, and previously included the U.S. segment, Canada
segment, Europe segment and International segment. As part of our
revitalization plan announced in the fourth quarter of 2019, we
made the determination to establish Chicago, Illinois as our North
American operational headquarters, close our office in Denver,
Colorado and consolidate certain administrative functions into our
other existing office locations. In connection with these
consolidation activities, effective January 1, 2020, we changed our
management structure from a corporate center and four segments to
two segments - North America and Europe. The North America segment
consolidates the United States, Canada and corporate center, with a
centralized North American leadership team, integrated North
American supply chain network and centralized marketing and support
functions, enabling us to move more quickly with an integrated
portfolio strategy. The Europe segment allows for standalone
operations, developed and supported by a European-based team,
including local leadership, commercial, supply chain and support
functions. The previous International segment was reconstituted to
more effectively grow our global brands with the Africa and Asia
Pacific businesses reporting into the Europe segment and the
remaining International business reporting into the North America
segment. As a result of these structural changes, the review of
discrete financial information by our chief operating decision
maker, our President and Chief Executive Officer, is now performed
only at the consolidated North America and Europe geographic
segment level, which is the basis on which our chief operating
decision maker evaluates the performance of the business and
allocates resources accordingly.
We also have certain activity that is not allocated to our
segments, which has been reflected as “Unallocated” below.
Specifically, "Unallocated" activity primarily includes financing
related costs such as interest expense and income,
foreign
exchange gains and losses on intercompany balances related to
financing and other treasury-related activities, and the unrealized
changes in fair value on our commodity swaps not designated in
hedging relationships recorded within cost of goods sold, which are
later reclassified when realized to the segment in which the
underlying exposure resides. Additionally, only the service cost
component of net periodic pension and OPEB cost is reported within
each operating segment, and all other components remain
unallocated.
Historical results have been recast to retrospectively reflect
these changes in segment reporting.
Summarized Financial Information
No single customer accounted for more than 10% of our consolidated
sales for the three and nine months ended September 30, 2020
and September 30, 2019. Consolidated net sales represent sales
to third-party external customers less excise taxes. Inter-segment
transactions impacting net sales revenues and income (loss) before
income taxes eliminate upon consolidation and are primarily related
to North America segment sales to the Europe segment.
The following tables present net sales and income (loss) before
income taxes by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
|
(In millions) |
North America |
$ |
2,252.3 |
|
|
$ |
2,274.3 |
|
|
$ |
6,242.2 |
|
|
$ |
6,607.5 |
|
Europe |
504.1 |
|
|
574.0 |
|
|
1,128.8 |
|
|
1,503.8 |
|
Inter-segment net sales eliminations |
(2.9) |
|
|
(6.7) |
|
|
(11.3) |
|
|
(18.1) |
|
Consolidated net sales |
$ |
2,753.5 |
|
|
$ |
2,841.6 |
|
|
$ |
7,359.7 |
|
|
$ |
8,093.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
|
(In millions) |
North America(1)
|
$ |
400.8 |
|
|
$ |
(287.4) |
|
|
$ |
888.5 |
|
|
$ |
407.0 |
|
Europe(2)
|
40.9 |
|
|
52.9 |
|
|
(46.9) |
|
|
57.9 |
|
Unallocated(3)
|
8.7 |
|
|
(74.1) |
|
|
(148.2) |
|
|
(191.6) |
|
Consolidated income (loss) before income taxes |
$ |
450.4 |
|
|
$ |
(308.6) |
|
|
$ |
693.4 |
|
|
$ |
273.3 |
|
(1) During the three months ended September
30, 2019, we recorded a goodwill impairment loss in our North
America segment of $668.3 million, which was recorded as a special
item. See
Note
7, "Goodwill and Intangible Assets"
for further discussion. During the second quarter of 2019, we
completed the sale of our Montreal brewery for $96.2 million,
resulting in a $61.3 million gain. Also, during the first
quarter of 2019, we received payment and recorded a gain of $1.5
million resulting from a purchase price adjustment related to the
historical sale of Molson Inc.’s ownership interest in the Montreal
Canadiens, which is considered an affiliate of MCBC.
(2) The decrease during the nine months
ended September 30, 2020 was primarily driven by the impacts
of the coronavirus pandemic including lower volume and unfavorable
channel and geographic mix due to the closure of the on-premise
channel in second quarter followed by a reduced consumption after
reopening, particularly in the higher margin U.K. business, which
has a more significant exposure to the on-premise channel, as well
as the estimated keg sales returns and finished goods obsolescence
reserves recognized primarily in the first quarter of
2020.
(3) Includes unrealized mark-to-market
changes on our commodity hedge positions. We recorded unrealized
gains of $64.4 million and $24.7 million during the three and nine
months ended September 30, 2020, respectively, compared to
unrealized losses of $14.9 million and $12.0 million during the
three and nine months ended September 30, 2019,
respectively.
Income (loss) before income taxes includes the impact of special
items. Refer to
Note
5, "Special Items"
for further discussion.
The following table presents total assets by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
September 30, 2020 |
|
December 31, 2019 |
|
(In millions) |
North America |
$ |
23,118.6 |
|
|
$ |
23,360.2 |
|
Europe |
5,556.7 |
|
|
5,499.6 |
|
Consolidated total assets |
$ |
28,675.3 |
|
|
$ |
28,859.8 |
|
4. Investments
Our investments include both equity method and consolidated
investments. Those entities identified as VIEs have been evaluated
to determine whether we are the primary beneficiary. The VIEs
included under "Consolidated VIEs" below are those for which we
have concluded that we are the primary beneficiary and accordingly,
we have consolidated these entities. None of our consolidated VIEs
held debt as of September 30, 2020 or December 31, 2019.
We have not provided any financial support to any of our VIEs
during the year that we were not previously contractually obligated
to provide. Amounts due to and due from our equity method
investments are recorded as affiliate accounts payable and
affiliate accounts receivable.
In the third quarter of 2020, we, in collaboration with D.G.
Yuengling & Son, Inc. ("Yuengling"), formed The Yuengling
Company LLC ("TYC"), a 50% - 50% joint venture by MCBC and DGY West
Holdings, LP that, pursuant to an operating agreement, formed to
expand commercialization of Yuengling's brands with operation
currently expected to commence in the second half of 2021. TYC will
oversee any new market expansion in the U.S. outside Yuengling's
current 22-state footprint and New England. We have concluded that
TYC is a VIE for which we are not the primary beneficiary and will
therefore apply the equity method of accounting. We have an
obligation to proportionately fund TYC's operations. Initial
funding of TYC is expected to begin in the fourth quarter of 2020
and is expected to be immaterial. Transactions between MCBC and TYC
are expected to include billings for product under a supply
agreement and fees under a services agreement and will be
considered affiliate transactions.
Authoritative guidance related to the consolidation of VIEs
requires that we continually reassess whether we are the primary
beneficiary of VIEs in which we have an interest. As such, the
conclusion regarding the primary beneficiary status is subject to
change and we continually evaluate circumstances that could require
consolidation or deconsolidation. Our consolidated VIEs are Cobra
Beer Partnership, Ltd. ("Cobra U.K."), Rocky Mountain Metal
Container ("RMMC"), Rocky Mountain Bottle Company ("RMBC") and
Truss LP ("Truss"), as well as other immaterial entities. Our
unconsolidated VIEs are Brewers Retail Inc. ("BRI") and Brewers'
Distributor Ltd. ("BDL"), as well as other immaterial
investments.
Both BRI and BDL have outstanding third party debt which is
guaranteed by their respective shareholders. As a result, we have a
guarantee liability of $49.4 million and $37.7 million recorded as
of September 30, 2020 and December 31, 2019,
respectively, which is presented within accounts payable and other
current liabilities on the unaudited condensed consolidated balance
sheets and represents our proportionate share of the outstanding
balance of these debt instruments. The carrying value of the
guarantee liability equals fair value, which considers an
adjustment for our own non-performance risk and is considered a
Level 2 measurement. The offset to the guarantee liability was
recorded as an adjustment to our respective equity method
investment within the unaudited condensed consolidated balance
sheets. The resulting change in our equity method investments
during the year due to movements in the guarantee represents a
non-cash investing activity.
Consolidated VIEs
The following summarizes the assets and liabilities of our
consolidated VIEs (including noncontrolling
interests):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
September 30, 2020 |
|
December 31, 2019 |
|
Total Assets |
|
Total Liabilities |
|
Total Assets |
|
Total Liabilities |
|
(In millions) |
RMMC/RMBC |
$ |
220.6 |
|
|
$ |
17.5 |
|
|
$ |
207.4 |
|
|
$ |
17.9 |
|
Other |
$ |
86.2 |
|
|
$ |
16.0 |
|
|
$ |
65.3 |
|
|
$ |
20.8 |
|
5. Special Items
We incurred charges or realized benefits that either we do not
believe to be indicative of our core operations, or we believe are
significant to our current operating results warranting separate
classification. As such, we separately classified these charges
(benefits) as special items.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
|
(In millions) |
Employee-related charges |
|
|
|
|
|
|
|
Restructuring |
$ |
8.9 |
|
|
$ |
4.4 |
|
|
$ |
61.8 |
|
|
$ |
10.7 |
|
Impairments or asset abandonment charges |
|
|
|
|
|
|
|
North America - Asset abandonment(1)
|
20.6 |
|
|
3.8 |
|
|
110.5 |
|
|
20.7 |
|
North America - Impairment losses(2)
|
— |
|
|
669.6 |
|
|
7.6 |
|
|
669.6 |
|
Europe - Asset abandonment
|
0.1 |
|
|
0.3 |
|
|
0.6 |
|
|
0.9 |
|
Europe - Impairment losses(3)
|
30.0 |
|
|
12.2 |
|
|
30.0 |
|
|
12.2 |
|
Termination fees and other (gains) losses |
|
|
|
|
|
|
|
North America(4)
|
0.1 |
|
|
— |
|
|
0.1 |
|
|
(60.8) |
|
Europe(5)
|
— |
|
|
13.0 |
|
|
— |
|
|
13.1 |
|
Total Special items, net |
$ |
59.7 |
|
|
$ |
703.3 |
|
|
$ |
210.6 |
|
|
$ |
666.4 |
|
(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 for $150 million, subject to adjustment as further specified
in the option agreement. Pursuant to the option agreement, on May
4, 2020, Pabst exercised its option to purchase the Irwindale
brewery, and such purchase is currently expected to be completed in
the fourth quarter of 2020, subject to the satisfaction of certain
customary closing conditions. Production at the Irwindale brewery
ceased during the third quarter of 2020.
Charges associated with the planned brewery closure for the three
and nine months ended September 30, 2020 totaled $17.6 million
and $115.9 million, respectively, and primarily consisted of
accelerated depreciation in excess of normal depreciation of $13.0
million and $96.0 million, respectively. Charges also included
employee related costs of retention and severance of
$1.5 million and $16.3 million, recognized during the
three and nine months ended September 30, 2020, respectively,
which are included within the restructuring line above. We will
continue to recognize related activity in special items through the
expected sale of the brewery in the fourth quarter of 2020,
however, this activity is not expected to be significant. The
Irwindale brewery disposal group, which includes land, buildings,
machinery and equipment and other intangible assets, with an
aggregate carrying value of approximately $150 million, is
considered held for sale and included within other current assets,
net on our unaudited condensed consolidated balance sheet as of
September 30, 2020. We could incur additional asset
abandonment charges if the expected sale is not
completed.
In addition, during the three and nine months ended
September 30, 2020 and September 30, 2019 we incurred
asset abandonment charges, primarily related to the accelerated
depreciation in excess of normal depreciation as a result of the
Vancouver brewery closure, which occurred in the third quarter of
2019, and the planned Montreal brewery closure, 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 14 million,
through the completion of the Montreal brewery closure. 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.
(3) During the third quarter of 2020, we
recognized as a special charge an impairment loss of $30.0 million
related to the held for sale classification of a disposal group
within our India business, representing an insignificant part of
our Europe segment. The held for sale disposal group was measured
at fair value on a nonrecurring basis using Level 3 inputs. The
estimated fair value less cost to sell was determined using a
market approach, based upon the expected net sales proceeds of the
disposal group. The remaining carrying value of the disposal group
held for sale is presented within other current assets, net on our
unaudited condensed consolidated balance sheet as of
September 30, 2020.
In addition, during the third quarter of 2019, we recorded
aggregate impairment losses of $12.2 million related to goodwill
and definite-lived intangible assets. See
Note
7, "Goodwill and Intangible Assets"
for further discussion.
(4) During the second quarter of 2019, we
completed the sale of the Montreal brewery property for $96.2
million and recognized a gain of $61.3 million.
(5) During the third quarter of 2019, we
recorded special charges of $12.4 million resulting from the
deconsolidation of the Grolsch joint venture, which were primarily
comprised of impairment losses of the associated definite-lived
intangible assets.
Restructuring Activities
On October 28, 2019, as part of our revitalization plan, we made
the determination to establish Chicago, Illinois as our North
American operational headquarters, close our office in Denver,
Colorado and consolidate certain administrative functions into our
other existing office locations. In connection with these
consolidation activities, certain impacted employees have been
extended an opportunity to continue their employment with MCBC in
the new organization and locations and, for those not continuing
with MCBC, certain of such employees have been asked to provide
transition assistance and offered severance and retention packages
in connection with their termination of service. We expect the
costs associated with the restructuring to be substantially
recognized by the end of fiscal year 2021. After taking into
account all changes in each of the business units, including
Europe, the revitalization plan is expected to reduce employment
levels, in aggregate, by approximately 600 employees
globally.
In connection with these consolidation activities and related
organizational and personnel changes, we currently expect to incur
certain cash and non-cash restructuring charges
related to severance, retention and transition costs, employee
relocation, non-cash asset related costs, lease impairment and exit
costs in connection with our office lease in Denver, Colorado, and
other transition activities currently estimated in the range of
approximately $90 million to $120 million in the aggregate, the
majority of which will be cash charges that we began recognizing in
the fourth quarter of 2019, and will be further recognized through
the balance of fiscal years 2020 and 2021. During the three and
nine months ended September 30, 2020, we recognized severance
and retention charges of $2.8 million and $33.9 million,
respectively, and our remaining accrued restructuring balance
related to the revitalization plan as of September 30, 2020
was approximately $23 million. Actual severance and retention costs
related to this restructuring, which are primarily being recognized
ratably over the employees' required future service period, may
differ from original estimates based on actual employee turnover
levels prior to achieving severance and retention eligibility
requirements. Employee relocation charges are recognized in the
period incurred and totaled $2.6 million and $9.0 million
for the three and nine months ended September 30, 2020,
respectively. Additionally, during the second quarter of 2020, we
recognized an aggregate impairment loss of $7.6 million related to
the closure of the office facility in Denver, Colorado, including
our lease right-of use asset, in light of the sublease market
outlook as a result of the coronavirus pandemic. Should our ability
to obtain future subtenant occupancy for the office location
significantly differ from the estimates and assumptions used to
determine its fair value, which represent Level 3 measurements,
additional impairment losses may be recognized in the
future.
Other than those noted above, there were no material changes to
our restructuring activities since December 31,
2019, as reported in Part II - Item 8. Financial Statements
and Supplementary Data, Note 7, "Special Items" in our Annual
Report. We continually evaluate our cost structure and seek
opportunities for further efficiencies and cost savings as part of
ongoing and new initiatives. As such, we may incur additional
restructuring related charges or adjustments to previously recorded
charges in the future, however, we are unable to estimate the
amount of charges at this time.
The accrued restructuring balances as of September 30, 2020
represent expected future cash payments required to satisfy our
remaining obligations to terminated employees, the majority of
which we expect to be paid in the next 12 months.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
Europe |
|
Total |
|
(In millions) |
As of December 31, 2019 |
$ |
42.6 |
|
|
$ |
4.5 |
|
|
$ |
47.1 |
|
Charges incurred |
58.3 |
|
|
8.3 |
|
|
66.6 |
|
Payments made |
(60.6) |
|
|
(10.2) |
|
|
(70.8) |
|
Changes in estimates |
(4.0) |
|
|
(0.8) |
|
|
(4.8) |
|
Foreign currency and other adjustments |
(0.3) |
|
|
— |
|
|
(0.3) |
|
As of September 30, 2020 |
$ |
36.0 |
|
|
$ |
1.8 |
|
|
$ |
37.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
Europe |
|
Total |
|
(In millions) |
As of December 31, 2018 |
$ |
24.5 |
|
|
$ |
1.1 |
|
|
$ |
25.6 |
|
Charges incurred and changes in estimates |
5.8 |
|
|
4.9 |
|
|
10.7 |
|
Payments made |
(22.9) |
|
|
(3.4) |
|
|
(26.3) |
|
Foreign currency and other adjustments |
0.1 |
|
|
(0.1) |
|
|
— |
|
As of September 30, 2019 |
$ |
7.5 |
|
|
$ |
2.5 |
|
|
$ |
10.0 |
|
6. Income Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
Effective tax rate |
23 |
% |
|
(29) |
% |
|
38 |
% |
|
71 |
% |
The change in the effective tax rate for the three and nine months
ended September 30, 2020 was primarily driven by the impact of
the $668.3 million goodwill impairment loss within our North
America segment recognized in the third quarter of 2019.
Specifically, this impairment loss, which resulted in a pretax loss
during the three months ended September 30, 2019 and a significant
reduction to our pretax income during the nine months ended
September 30, 2019, was nondeductible for income tax purposes,
resulting in a negative effective tax rate during the three months
ended September 30, 2019, and a significant increase to our
effective tax rate during the nine months ended September 30, 2019.
Separately, our effective tax rate during the nine months ended
September 30, 2020 was impacted by the recognition of approximately
$135 million of discrete tax expense in the second quarter of 2020
related to the hybrid regulations enacted in the second quarter of
2020 as further discussed below.
Since 2018, the U.S. Department of Treasury has continued to issue
proposed, temporary and final regulations to implement provisions
of the 2017 Tax Act. We have continued to monitor these
regulations, and on April 7, 2020, the U.S. Department of Treasury
enacted final hybrid regulations with full retroactive application
to January 1, 2018, with a few exceptions. We have reviewed the
final regulations and their impact on our tax positions and
financial statements. The final regulations, associated with
the taxability of certain interest, impact tax positions we took in
2018 and 2019 and have resulted in additional income tax expense of
approximately $135 million, which was recognized upon enactment in
the second quarter of 2020. The impact of the finalized regulations
could result in cash tax outflows up to this amount in 2021. We
continue to analyze the potential cash impacts of the final
regulations to minimize any cash outflows.
During the third quarter of 2020, the U.K. government enacted, and
royal assent was received, legislation to repeal the previously
enacted reduction to the corporate income tax rate that was due to
take effect April 1, 2020, that changed the previously anticipated
corporate income tax rate from 17% to 19%. As a result, we
remeasured our deferred tax liabilities resulting in the
recognition of discrete tax expense of approximately $6 million
during the three months ended September 30, 2020.
Our tax rate is volatile and may increase or decrease with changes
in, among other things, the amount and source of income or loss,
our ability to utilize foreign tax credits, excess tax benefits or
deficiencies from share-based compensation, changes in tax laws,
and the movement of liabilities established pursuant to accounting
guidance for uncertain tax positions as statutes of limitations
expire, positions are effectively settled, or when additional
information becomes available. There are proposed or pending tax
law changes in various jurisdictions and other changes to
regulatory environments in countries in which we do business that,
if enacted, may have an impact on our effective tax
rate.
7. Goodwill and Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
Europe |
|
Consolidated |
Changes in Goodwill: |
(In millions) |
Balance as of December 31, 2019 |
$ |
6,146.6 |
|
|
$ |
1,484.8 |
|
|
$ |
7,631.4 |
|
|
|
|
|
|
|
Foreign currency translation |
(5.4) |
|
|
(1.9) |
|
|
(7.3) |
|
Balance as of September 30, 2020 |
$ |
6,141.2 |
|
|
$ |
1,482.9 |
|
|
$ |
7,624.1 |
|
The gross amount of goodwill totaled approximately $8.3 billion as
of both September 30, 2020 and December 31, 2019.
Accumulated impairment losses as of September 30, 2020 and
December 31, 2019 totaled $664.5 million and $681.3 million,
respectively, all of which was related to our North America
segment.
The following table presents details of our intangible assets,
other than goodwill, as of September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful life |
|
Gross |
|
Accumulated
amortization |
|
Net |
|
(Years) |
|
(In millions) |
Intangible assets subject to amortization: |
|
|
|
|
|
|
|
Brands |
10 - 50
|
|
$ |
5,011.2 |
|
|
$ |
(1,009.3) |
|
|
$ |
4,001.9 |
|
License agreements and distribution rights |
15 - 20
|
|
201.8 |
|
|
(94.1) |
|
|
107.7 |
|
Other
|
3 - 40
|
|
124.4 |
|
|
(49.6) |
|
|
74.8 |
|
Intangible assets not subject to amortization: |
|
|
|
|
|
|
|
Brands |
Indefinite |
|
8,158.9 |
|
|
— |
|
|
8,158.9 |
|
Distribution networks |
Indefinite |
|
759.5 |
|
|
— |
|
|
759.5 |
|
Other |
Indefinite |
|
307.6 |
|
|
— |
|
|
307.6 |
|
Total |
|
|
$ |
14,563.4 |
|
|
$ |
(1,153.0) |
|
|
$ |
13,410.4 |
|
The following table presents details of our intangible assets,
other than goodwill, as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
The changes in the gross carrying amounts of intangible assets from
December 31, 2019 to September 30, 2020 are primarily
driven by the impact of foreign exchange rates, as a significant
amount of intangible assets are denominated in foreign currencies,
and, $30.0 million of other intangibles held for sale reclassified
to other current assets, net as discussed in
Note
5, "Special Items."
Based on foreign exchange rates as of September 30, 2020, the
estimated future amortization expense of intangible assets is as
follows:
|
|
|
|
|
|
|
|
|
Fiscal year |
|
Amount |
|
|
(In millions) |
2020 - remaining |
|
$ |
54.0 |
|
2021 |
|
$ |
215.3 |
|
2022 |
|
$ |
209.9 |
|
2023 |
|
$ |
208.8 |
|
2024 |
|
$ |
208.8 |
|
Amortization expense of intangible assets was $55.4 million for
both the three months ended September 30, 2020 and
September 30, 2019, and $164.9 million and $166.0 million for
the nine months ended September 30, 2020 and
September 30, 2019, respectively. This expense is primarily
presented within marketing, general and administrative expenses on
the unaudited condensed consolidated statements of
operations.
Reporting Unit Changes and Interim Impairment Testing
As of the date of completion of our 2019 impairment testing, the
operations in each of the specific regions within our historical
U.S., Canada, Europe and International segments were considered
components based on the availability of discrete financial
information and the regular review by segment management. We had
further concluded that the components within the U.S., Canada and
Europe segments each met the criteria of having similar economic
characteristics and therefore we
previously aggregated these components into the U.S., Canada and
Europe reporting units, respectively. Additionally, we previously
determined that the components within our International segment did
not meet the criteria for aggregation, and therefore, the
operations of our India business constituted a separate reporting
unit at the component level, however, the associated goodwill
balance was fully impaired in the third quarter of
2019.
As discussed in
Note
3, "Segment Reporting,"
effective January 1, 2020, we changed our management structure from
a corporate center and four segments to two segments - North
America and Europe. These structural changes included leadership
re-alignment with a centralized North America leadership team, an
integrated North American supply chain network, and centralized
marketing and innovations functions including movement to a single
brand manager and North America marketing strategy for our major
brands. Additionally, as part of our leadership re-alignment, we
moved from two separate U.S. and Canada segment managers, to a
single North America segment manager, our President and Chief
Executive Officer, who reviews discrete financial information only
at the consolidated North America segment level. As a result of
these changes, we re-evaluated our historical reporting unit
conclusions and have consolidated our previously separate U.S. and
Canada reporting units into a single North America reporting unit
effective January 1, 2020. There were no changes to our existing
Europe reporting unit, which was considered to be at risk of future
impairment following the completion of our October 1, 2019 annual
impairment testing.
We completed an interim impairment assessment for our U.S. and
Canada reporting units as of January 1, 2020 immediately prior to
the reporting unit change, as well as an impairment assessment of
the combined North America reporting unit immediately after the
change, and determined that no impairments existed. Additionally,
as the changes resulted in the combination of our U.S. and Canada
reporting units into a single North America reporting unit, no
further reallocation of goodwill was required.
Additionally, as a result of the structural changes discussed
above, including the centralization of the brand management and
strategy for our
Coors
brands across North America, we have aggregated our
Coors
brand indefinite-lived intangible asset in the U.S. and
Coors Light
distribution agreement indefinite-lived intangible asset in Canada
into a single unit of accounting for the purpose of testing for
impairment, effective January 1, 2020. We completed an interim
impairment assessment for each individual indefinite-lived
intangible asset immediately prior to aggregation, and determined
that no impairments existed.
We have further evaluated whether the effects of the coronavirus
pandemic, and related impacts to the interest rate environment as
well as market multiples, required an additional interim impairment
assessment as of September 30, 2020. While factors are present
that indicate that triggering events may exist, such as the decline
in our market capitalization since the pandemic began in March 2020
combined with recent weakened financial performance, current
circumstances do not indicate that it is more likely than not that
the fair values of our reporting units or indefinite-lived
intangible assets have fallen below their carrying values.
Therefore, an interim impairment assessment was not performed as of
September 30, 2020. However, we believe that the effects of
the coronavirus pandemic may, depending on severity and duration,
place our North America and Europe reporting units and certain of
our indefinite-lived intangible assets at risk of future
impairment. We will continue to monitor the length and severity of
the impacts of the pandemic to our business, and if the duration is
prolonged and the severity of its impacts continues or worsens,
this may indicate the need to perform future interim impairment
analyses that could result in material impairments.
2019 Interim Impairment Assessment
We identified a triggering event requiring an interim impairment
assessment of the goodwill within our former Canada reporting unit,
now part of our North America reporting unit, at the end of the
third quarter of 2019, which resulted in a goodwill impairment loss
of $668.3 million. The goodwill impairment trigger was the result
of continued challenges and steepening declines within the Canadian
beer industry reflected in the prolonged weakened performance of
the Canada reporting unit through the third quarter of
2019.
Separately, during the third quarter of 2019 we also identified an
interim triggering event related to goodwill within our former
India reporting unit resulting from significant declines in
performance in 2019, coupled with the continuation of challenging
business conditions, which required us to perform an interim
quantitative impairment analysis at the end of the third quarter of
2019. As a result of this interim analysis, we determined that the
carrying value of the former India reporting unit exceeded its fair
value, resulting in an aggregate impairment loss of $12.2 million
related to the goodwill of our India reporting unit and a
definite-lived brand intangible asset.
Key Assumptions
Fair value determinations require considerable judgment and are
sensitive to changes in underlying assumptions and factors. The key
assumptions used to derive the estimated fair values of our
reporting units and indefinite-lived intangible assets are
discussed in Part II—Item 8 Financial Statements, Note 10,
"Goodwill and Intangible Assets" in our Annual Report, and
represent Level 3 measurements.
Based on known facts and circumstances, we evaluate and consider
recent events and uncertain items, as well as related potential
implications, as part of our annual and interim assessments and
incorporate into the analyses as appropriate. These facts and
circumstances are subject to change and may impact future analyses.
For example, we continue to monitor the challenges within the beer
industry for further weakening or additional systemic structural
declines, as well as for adverse changes in macroeconomic
conditions such as the coronavirus pandemic that could
significantly impact our immediate and long-range results.
Specifically, subsequent to the January 1, 2020 interim impairment
assessments, the World Health Organization characterized the
outbreak of the coronavirus disease as a global pandemic as further
discussed in
Note
1, “Basis of Presentation and Summary of Significant Accounting
Policies.”
Our business has been, and could continue to be, materially and
adversely impacted by the coronavirus pandemic. The related
weakening of economic conditions during a prolonged pandemic could
lead to a material impairment as the duration and severity of the
pandemic and resulting impacts to our financial projections are
further understood. Additionally, we are monitoring the impacts the
coronavirus pandemic has on the market inputs used in calculating
our discount rates, including risk-free rates, equity premiums and
our cost of debt, which could result in a meaningful change to our
weighted-average cost of capital calculation, as well as the market
multiples used in our impairment assessment. Furthermore, increased
volatility in the equity and debt markets or other country specific
factors, including, but not limited to, extended or future
government intervention in response to the pandemic, could also
result in a meaningful change to our weighted-average cost of
capital calculation and other inputs used in our impairment
assessment.
Separately, the Ontario government in Canada adopted a bill that,
if enacted, could adversely impact the existing terms of the beer
distribution and retail systems in the province, as further
described in
Note
12, "Commitments and Contingencies."
While historical performance and current expectations have resulted
in fair values of our reporting units and indefinite-lived
intangible assets equal to or in excess of carrying values, if our
assumptions are not realized, it is possible that an impairment
loss may need to be recorded in the future.
Definite-Lived Intangible Assets
Regarding definite-lived intangible assets, we continuously monitor
the performance of the underlying assets for potential triggering
events suggesting an impairment review should be performed. No such
triggering events were identified in the first three quarters of
2020 that resulted in an impairment loss.
8. Debt
Debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
September 30, 2020 |
|
December 31, 2019 |
|
(In millions) |
Long-term debt: |
|
|
|
CAD 500 million 2.75% notes due September 2020(1)
|
$ |
— |
|
|
$ |
384.9 |
|
CAD 500 million 2.84% notes due July 2023
|
375.4 |
|
|
384.9 |
|
CAD 500 million 3.44% notes due July 2026
|
375.4 |
|
|
384.9 |
|
$500 million 2.25% notes due March 2020(2)(3)
|
— |
|
|
499.8 |
|
$1.0 billion 2.1% notes due July 2021(3)
|
1,000.0 |
|
|
1,000.0 |
|
$500 million 3.5% notes due May 2022(2)
|
504.4 |
|
|
506.5 |
|
$2.0 billion 3.0% notes due July 2026
|
2,000.0 |
|
|
2,000.0 |
|
$1.1 billion 5.0% notes due May 2042
|
1,100.0 |
|
|
1,100.0 |
|
$1.8 billion 4.2% notes due July 2046
|
1,800.0 |
|
|
1,800.0 |
|
EUR 800 million 1.25% notes due July 2024
|
937.7 |
|
|
897.0 |
|
Finance leases and other |
97.6 |
|
|
129.5 |
|
Less: unamortized debt discounts and debt issuance
costs |
(51.6) |
|
|
(56.7) |
|
Total long-term debt (including current portion) |
8,138.9 |
|
|
9,030.8 |
|
Less: current portion of long-term debt |
(1,009.4) |
|
|
(921.3) |
|
Total long-term debt |
$ |
7,129.5 |
|
|
$ |
8,109.5 |
|
|
|
|
|
Short-term borrowings: |
|
|
|
|
|
|
|
Commercial paper programs(4)(5)
|
$ |
224.9 |
|
|
$ |
— |
|
Other short-term borrowings(6)
|
7.8 |
|
|
6.9 |
|
Current portion of long-term debt |
1,009.4 |
|
|
921.3 |
|
Current portion of long-term debt and short-term
borrowings |
$ |
1,242.1 |
|
|
$ |
928.2 |
|
(1)In
September 2020, we repaid our CAD 500 million 2.75% notes upon
maturity through a combination of commercial paper issuances and
cash on hand.
(2)The
fair value hedges related to these notes have been settled and are
being amortized over the life of the respective note.
(3)We
repaid our $500 million 2.25% notes upon maturity in March 2020, at
which time we also settled the associated cross currency swaps
resulting in cash receipts of $3.2 million, which were classified
as financing and investing activities in our unaudited condensed
consolidated statement of cash flows. As of September 30,
2020, we have cross currency swaps associated with our $1.0 billion
2.1% senior notes due 2021 in order to hedge a portion of the
foreign currency translational impacts of our European investment.
As a result of the swaps, we have economically converted a portion
of these notes and associated interest to EUR denominated, which
results in a EUR interest rate to be received of
0.71%.
(4)We
maintain a $1.5 billion revolving credit facility with a maturity
date of July 7, 2024, that allows us to issue a maximum aggregate
amount of $1.5 billion in commercial paper or other borrowings at
any time at variable interest rates. We use this financing from
time to time to leverage cash needs including debt repayments.
During the first nine months of 2020, we utilized borrowings from
this facility in order to fund the repayment of our $500 million
2.25% notes and CAD 500 million 2.75% notes upon maturity in
March 2020 and September 2020, respectively, for working capital
and general purposes, as well as a precautionary measure in order
to provide enhanced financial flexibility due to uncertain market
conditions arising from the impact of the coronavirus pandemic, as
further discussed in
Note
1, "Basis of Presentation and Summary of Significant Accounting
Policies."
As of September 30, 2020, we had $1.3 billion available to
draw on the $1.5 billion revolving credit facility, as the
borrowing capacity is also reduced by borrowings under our
commercial paper program. The outstanding borrowings under our
commercial paper program had a weighted-average effective interest
rate and tenor of 0.72% and 90 days, respectively, as of
September 30, 2020. We had no borrowings drawn on this
revolving credit facility and no commercial paper borrowings as of
December 31, 2019.
Subsequent to September 30, 2020, we had commercial paper
payments of approximately $125 million, for a total amount
outstanding of approximately $100 million as of October 29, 2020.
As such, as of October 29, 2020, we have approximately $1.4 billion
available to draw on our total $1.5 billion revolving credit
facility.
(5)On
May 26, 2020, Molson Coors Brewing Company (UK) Limited (“MCBC
U.K.”), a subsidiary of MCBC that operates and manages the
Company’s business in the U.K., established a commercial paper
facility for the purpose of issuing short-term, unsecured
Sterling-denominated notes that are eligible for purchase under the
Joint HM Treasury and Bank of England’s COVID Corporate Financing
Facility commercial paper program (the “CCFF Program”) in an
aggregate principal amount up to GBP 300 million, subject to
certain conditions, which may be increased from time to time as
provided in the Dealer Agreement (as defined below). Commercial
paper issuances under the CCFF Program do not impact the borrowing
capacity under our revolving credit facility.
In connection with the CCFF Program, MCBC U.K. and MCBC entered
into a Dealer Agreement (the “Dealer Agreement”) with Lloyds Bank
Corporate Markets PLC (“Lloyds”), as both the arranger and dealer,
pursuant to which notes may be issued to Lloyds at such prices and
upon such terms as MCBC U.K. and Lloyds may agree. The maturities
of the notes vary but will not be less than seven days nor greater
than 364 days. The Dealer Agreement contains customary
representations, warranties, covenants and indemnification
provisions typical for the issuance of commercial paper of this
type. In addition, MCBC entered into a Deed of Guarantee to
guarantee the payment of all sums payable from time to time by MCBC
U.K. in respect of the notes to the holders of any
notes.
As of both September 30, 2020 and October 29, 2020, we had no
borrowings outstanding under the CCFF Program.
(6)As
of September 30, 2020, we had $4.9 million in bank overdrafts
and $82.3 million in bank cash related to our cross-border,
cross-currency cash pool, for a net positive position of $77.4
million. 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. We had total outstanding borrowings of $2.9
million and $2.8 million under our two JPY overdraft facilities as
of September 30, 2020 and December 31, 2019,
respectively. In addition, we have USD, CAD and GBP lines of credit
under which we had no borrowings as of September 30, 2020 or
December 31, 2019.
Debt Fair Value Measurements
We utilize market approaches to estimate the fair value of certain
outstanding borrowings by discounting anticipated future cash flows
derived from the contractual terms of the obligations and
observable market interest and foreign exchange rates. As of
September 30, 2020 and December 31, 2019, the fair value
of our outstanding long-term debt (including the current portion of
long-term debt) was approximately $8.6 billion and $9.2 billion,
respectively. All senior notes are valued based on significant
observable inputs and classified as Level 2 in the fair value
hierarchy. The carrying values of all other outstanding long-term
borrowings and our short-term borrowings approximate their fair
values and are also classified as Level 2 in the fair value
hierarchy.
Debt Covenants
On June 19, 2020, we entered into an amendment to our existing
revolving credit facility agreement, which among other things,
revised the leverage ratios under the financial maintenance
covenant for each fiscal quarter ending on or after June 30, 2020
through the maturity of the credit facility. The maximum leverage
ratio, as defined by the amended revolving credit facility
agreement as of September 30, 2020 is 5.25x net debt to EBITDA
with a 0.50x reduction to 4.75x net debt to EBITDA for the fiscal
quarter ending June 30, 2021. The leverage ratio requirement as of
the last day of the fiscal quarter ending September 30, 2021 is
reduced by 0.25x to 4.50x net debt to EBITDA, with a further 0.50x
reduction to 4.00x net debt to EBITDA as of the last day of the
fiscal quarter ending December 31, 2021 through maturity of the
credit facility.
Under the terms of each of our debt facilities, we must comply with
certain restrictions. These include customary events of default and
specified representations, warranties and covenants, as well as
covenants that restrict our ability to incur certain additional
priority indebtedness (certain thresholds of secured consolidated
net tangible assets), certain leverage threshold percentages,
create or permit liens on assets, and restrictions on mergers,
acquisitions, and certain types of sale lease-back transactions. As
of September 30, 2020, we were in compliance with all of these
restrictions and have met all debt payment obligations. All of our
outstanding senior notes as of September 30, 2020 rank
pari-passu.
9. Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
September 30, 2020 |
|
December 31, 2019 |
|
(In millions) |
Finished goods |
$ |
267.0 |
|
|
$ |
236.7 |
|
Work in process |
72.2 |
|
|
84.0 |
|
Raw materials |
238.0 |
|
|
227.1 |
|
Packaging materials |
80.5 |
|
|
68.1 |
|
Inventories, net |
$ |
657.7 |
|
|
$ |
615.9 |
|
10. Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2019 |
$ |
(652.5) |
|
|
$ |
(87.8) |
|
|
$ |
(351.0) |
|
|
$ |
(70.9) |
|
|
$ |
(1,162.2) |
|
Foreign currency translation adjustments |
(56.6) |
|
|
— |
|
|
— |
|
|
— |
|
|
(56.6) |
|
Gain (loss) on net investment hedges |
(54.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
(54.5) |
|
Unrealized gain (loss) on derivative instruments |
— |
|
|
(151.5) |
|
|
— |
|
|
— |
|
|
(151.5) |
|
Reclassification of derivative (gain) loss to income |
— |
|
|
(1.2) |
|
|
— |
|
|
— |
|
|
(1.2) |
|
|
|
|
|
|
|
|
|
|
|
Amortization of net prior service (benefit) cost and net actuarial
(gain) loss to income |
— |
|
|
— |
|
|
(6.2) |
|
|
— |
|
|
(6.2) |
|
Ownership share of unconsolidated subsidiaries' other comprehensive
income (loss) |
— |
|
|
— |
|
|
— |
|
|
3.0 |
|
|
3.0 |
|
Tax benefit (expense) |
7.4 |
|
|
37.7 |
|
|
1.5 |
|
|
(0.8) |
|
|
45.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020 |
$ |
(756.2) |
|
|
$ |
(202.8) |
|
|
$ |
(355.7) |
|
|
$ |
(68.7) |
|
|
$ |
(1,383.4) |
|
Reclassifications from AOCI to net income (loss) were immaterial
for the three and nine months ended September 30, 2020 and
September 30, 2019.
11. Derivative Instruments and Hedging Activities
Our risk management and derivative accounting policies are
presented within Part II—Item 8 Financial Statements, Note 1,
"Basis of Presentation and Summary of Significant Accounting
Policies" and Note 16, "Derivative Instruments and Hedging
Activities" in our Annual Report and did not significantly change
during the first three quarters of 2020. As noted in Note 16 of the
Notes included in our Annual Report, due to the nature of our
counterparty agreements, and the fact that we are not subject to
master netting arrangements, we are not able to net positions with
the same counterparty and, therefore, present our derivative
positions on a gross basis in our unaudited condensed consolidated
balance sheets. Our significant derivative positions have not
changed considerably since December 31, 2019.
Derivative Fair Value Measurements
We utilize market approaches to estimate the fair value of our
derivative instruments by discounting anticipated future cash flows
derived from the derivative's contractual terms and observable
market interest, foreign exchange and commodity rates. The fair
values of our derivatives also include credit risk adjustments to
account for our counterparties' credit risk, as well as our own
non-performance risk, as appropriate. The fair value of our
warrants to acquire common shares of HEXO Corp. ("HEXO") at a
strike price of CAD 6.00 per share are estimated using the
Black-Scholes option-pricing model.
The table below summarizes our derivative assets and liabilities
that were measured at fair value as of September 30, 2020 and
December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements as of September 30, 2020 |
|
As of September 30, 2020 |
|
Quoted prices in
active markets
(Level 1) |
|
Significant other
observable inputs
(Level 2) |
|
Significant
unobservable
inputs (Level 3) |
|
(In millions) |
Cross currency swaps |
$ |
(7.0) |
|
|
$ |
— |
|
|
$ |
(7.0) |
|
|
$ |
— |
|
Interest rate swaps |
(267.4) |
|
|
— |
|
|
(267.4) |
|
|
— |
|
Foreign currency forwards |
3.0 |
|
|
— |
|
|
3.0 |
|
|
— |
|
Commodity swaps |
(17.6) |
|
|
— |
|
|
(17.6) |
|
|
— |
|
Warrants |
0.5 |
|
|
— |
|
|
0.5 |
|
|
— |
|
Total |
$ |
(288.5) |
|
|
$ |
— |
|
|
$ |
(288.5) |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements as of December 31, 2019 |
|
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) |
|
|
$ |
— |
|
As of September 30, 2020 and December 31, 2019, we had no
significant transfers between Level 1 and Level 2. New derivative
contracts transacted during the nine months ended
September 30, 2020 were all included in Level 2.
Results of Period Derivative Activity
The tables below include the results of our derivative activity in
our unaudited condensed consolidated balance sheets as of
September 30, 2020 and December 31, 2019, and our
unaudited condensed consolidated statements of operations for the
three and nine months ended September 30, 2020 and
September 30, 2019.
Fair Value of Derivative Instruments in the Unaudited Condensed
Consolidated Balance Sheets
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020 |
|
|
|
Derivative Assets |
|
Derivative Liabilities |
|
Notional amount |
|
Balance sheet location |
|
Fair value |
|
Balance sheet location |
|
Fair value |
Derivatives designated as hedging instruments: |
Cross currency swaps |
$ |
400.0 |
|
|
Other current assets |
|
$ |
— |
|
|
Accounts payable and other current liabilities |
|
$ |
(7.0) |
|
|
|
|
Other non-current assets |
|
— |
|
|
Other liabilities |
|
— |
|
Interest rate swaps |
$ |
1,500.0 |
|
|
Other current assets |
|
— |
|
|
Accounts payable and other current liabilities |
|
(53.1) |
|
|
|
|
Other non-current assets |
|
— |
|
|
Other liabilities |
|
(214.3) |
|
Foreign currency forwards |
$ |
169.5 |
|
|
Other current assets |
|
3.1 |
|
|
Accounts payable and other current liabilities |
|
(0.5) |
|
|
|
|
Other non-current assets |
|
0.9 |
|
|
Other liabilities |
|
(0.5) |
|
Total derivatives designated as hedging instruments |
|
$ |
4.0 |
|
|
|
|
$ |
(275.4) |
|
Derivatives not designated as hedging instruments: |
Commodity swaps(1)
|
$ |
938.3 |
|
|
Other current assets |
|
$ |
16.1 |
|
|
Accounts payable and other current liabilities |
|
$ |
(47.2) |
|
|
|
|
Other non-current assets |
|
25.1 |
|
|
Other liabilities |
|
(11.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
$ |
51.8 |
|
|
Other non-current assets |
|
0.5 |
|
|
Other liabilities |
|
— |
|
Total derivatives not designated as hedging instruments |
|
$ |
41.7 |
|
|
|
|
$ |
(58.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019 |
|
|
|
Derivative Assets |
|
Derivative Liabilities |
|
Notional amount |
|
Balance sheet location |
|
Fair value |
|
Balance sheet location |
|
Fair value |
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
Cross currency swaps |
$ |
900.0 |
|
|
Other current assets |
|
$ |
1.8 |
|
|
Accounts payable and other current liabilities |
|
$ |
— |
|
|
|
|
Other non-current assets |
|
8.2 |
|
|
Other liabilities |
|
— |
|
Interest rate swaps |
$ |
1,500.0 |
|
|
Other non-current assets |
|
— |
|
|
Other liabilities |
|
(111.5) |
|
Foreign currency forwards |
$ |
237.9 |
|
|
Other current assets |
|
1.9 |
|
|
Accounts payable and other current liabilities |
|
(0.8) |
|
|
|
|
Other non-current assets |
|
1.4 |
|
|
Other liabilities |
|
(0.4) |
|
Total derivatives designated as hedging instruments |
|
|
|
$ |
13.3 |
|
|
|
|
$ |
(112.7) |
|
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
Commodity swaps(1)
|
$ |
598.4 |
|
|
Other current assets |
|
$ |
5.7 |
|
|
Accounts payable and other current liabilities |
|
$ |
(36.4) |
|
|
|
|
Other non-current assets |
|
1.0 |
|
|
Other liabilities |
|
(11.5) |
|
Commodity options(1)
|
$ |
18.4 |
|
|
Other current assets |
|
— |
|
|
Accounts payable and other current liabilities |
|
— |
|
Warrants |
$ |
53.1 |
|
|
Other non-current assets |
|
2.7 |
|
|
Other liabilities |
|
— |
|
Total derivatives not designated as hedging instruments |
|
$ |
9.4 |
|
|
|
|
$ |
(47.9) |
|
(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.
Items Designated and Qualifying as Hedged Items in Fair Value
Hedging Relationships in the Unaudited Condensed Consolidated
Balance Sheets
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 30, 2020 |
|
As of Decembe |