MOLSON COORS BEVERAGE CO - Quarter Report: 2019 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q



(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended September 30, 2019



OR
☐	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 Brewing Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

1801 California Street, Suite 4600, Denver, Colorado, USA

1555 Notre Dame Street East, Montréal, Québec, Canada

(Address of principal executive offices)

84-0178360

(I.R.S. Employer Identification No.)

80202

H2L 2R5

(Zip Code)

303-927-2337 (Colorado)

514-521-1786 (Québec)

(Registrant's telephone number, including area code)

_______________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:



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, 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 24, 2019:

Class A Common Stock — 2,560,668 shares

Class B Common Stock — 196,248,959 shares

Exchangeable shares:

As of October 24, 2019, the following number of exchangeable shares were outstanding for Molson Coors Canada, Inc.:

Class A Exchangeable shares — 2,725,180 shares

Class B Exchangeable shares — 14,825,985 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 BREWING COMPANY AND SUBSIDIARIES

INDEX



		Page
Glossary of Terms and Abbreviations		3
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Cash Flows	8
	Condensed Consolidated Statements of Stockholders' Equity and Noncontrolling Interests	9
	Notes to Unaudited Condensed Consolidated Financial Statements	11
	Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"	11
	Note 2, "New Accounting Pronouncements"	14
	Note 3, "Segment Reporting"	15
	Note 4, "Investments"	17
	Note 5, "Special Items"	18
	Note 6, "Income Tax"	20
	Note 7, "Goodwill and Intangible Assets"	20
	Note 8, "Debt"	23
	Note 9, "Inventories"	24
	Note 10, "Accumulated Other Comprehensive Income (Loss)"	25
	Note 11, "Derivative Instruments and Hedging Activities"	25
	Note 12, "Commitments and Contingencies"	32
	Note 13, "Supplemental Guarantor Information"	34
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	61
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
Signature		64

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
SEC	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 heading "Outlook" therein, overall volume trends, consumer preferences, pricing trends, industry forces, cost reduction strategies, including 2019 revitalization plan and the estimated range of related restructuring charges and timing of cash charges, anticipated results, expectations for funding future capital expenditures and operations, expectations regarding future dividends, 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," "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, if any, 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, 2018. 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.

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE DATA)

(UNAUDITED)



	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Sales	$	3,498.0		$	3,625.1		$	9,918.1		$	10,313.6
Excise taxes	(656.4		)	(690.9		)	(1,824.9		)	(1,962.7		)
Net sales	2,841.6			2,934.2			8,093.2			8,350.9
Cost of goods sold	(1,685.4		)	(1,714.0		)	(4,858.2		)	(4,988.8		)
Gross profit	1,156.2			1,220.2			3,235.0			3,362.1
Marketing, general and administrative expenses	(690.2		)	(713.9		)	(2,115.1		)	(2,139.7		)
Special items, net	(703.3		)	(36.6		)	(666.4		)	267.7
Operating income (loss)	(237.3		)	469.7			453.5			1,490.1
Interest income (expense), net	(65.6		)	(67.4		)	(204.5		)	(227.3		)
Other pension and postretirement benefits (costs), net	8.0			7.6			25.0			27.5
Other income (expense), net	(13.7		)	0.2			(0.7		)	0.2
Income (loss) before income taxes	(308.6		)	410.1			273.3			1,290.5
Income tax benefit (expense)	(90.7		)	(64.5		)	(193.3		)	(231.6		)
Net income (loss)	(399.3		)	345.6			80.0			1,058.9
Net (income) loss attributable to noncontrolling interests	(3.5		)	(7.3		)	(2.0		)	(18.4		)
Net income (loss) attributable to Molson Coors Brewing Company	$	(402.8	)	$	338.3		$	78.0		$	1,040.5

Net income (loss) attributable to Molson Coors Brewing Company per share:
Basic	$	(1.86	)	$	1.57		$	0.36		$	4.82
Diluted	$	(1.86	)	$	1.56		$	0.36		$	4.80

Weighted-average shares outstanding:
Basic	216.6			216.0			216.6			215.9
Dilutive effect of share-based awards	—			0.6			0.3			0.7
Diluted	216.6			216.6			216.9			216.6

Anti-dilutive securities excluded from the computation of diluted EPS	1.6			0.9			1.3			0.9

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)

(UNAUDITED)



	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net income (loss) including noncontrolling interests	$	(399.3	)	$	345.6		$	80.0		$	1,058.9
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(144.8		)	17.2			(31.2		)	(163.7		)
Unrealized gain (loss) on derivative instruments	(55.8		)	9.6			(123.8		)	20.0
Reclassification of derivative (gain) loss to income	0.2			0.2			—			2.0
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income	(0.8		)	1.1			(1.9		)	4.1
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	0.5			0.6			2.3			0.1
Total other comprehensive income (loss), net of tax	(200.7		)	28.7			(154.6		)	(137.5		)
Comprehensive income (loss)	(600.0		)	374.3			(74.6		)	921.4
Comprehensive (income) loss attributable to noncontrolling interests	(2.5		)	(7.0		)	(0.9		)	(17.3		)
Comprehensive income (loss) attributable to Molson Coors Brewing Company	$	(602.5	)	$	367.3		$	(75.5	)	$	904.1

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN MILLIONS, EXCEPT PAR VALUE) (UNAUDITED)

	As of
	September 30, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	410.2		$	1,057.9
Accounts receivable, net	821.5			744.4
Other receivables, net	129.1			126.6
Inventories, net	642.8			591.8
Other current assets, net	283.3			245.6
Total current assets	2,286.9			2,766.3
Properties, net	4,432.0			4,608.3
Goodwill	7,549.2			8,260.8
Other intangibles, net	13,587.2			13,776.4
Other assets	896.3			698.0
Total assets	$	28,751.6		$	30,109.8
Liabilities and equity
Current liabilities:
Accounts payable and other current liabilities	$	2,694.8		$	2,706.4
Current portion of long-term debt and short-term borrowings	1,193.8			1,594.5
Total current liabilities	3,888.6			4,300.9
Long-term debt	8,058.5			8,893.8
Pension and postretirement benefits	715.7			726.6
Deferred tax liabilities	2,214.1			2,128.9
Other liabilities	468.2			323.8
Total liabilities	15,345.1			16,374.0
Commitments and contingencies (Note 12)
Molson Coors Brewing Company stockholders' equity
Capital stock:
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)	—			—
Class A common stock, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)	—			—
Class B common stock, $0.01 par value per share (authorized: 500.0 shares; issued: 205.7 shares and 205.4 shares, respectively)	2.1			2.0
Class A exchangeable shares, no par value (issued and outstanding: 2.7 shares and 2.8 shares, respectively)	102.5			103.2
Class B exchangeable shares, no par value (issued and outstanding: 14.8 shares and 14.8 shares, respectively)	557.8			557.6
Paid-in capital	6,772.9			6,773.1
Retained earnings	7,576.8			7,692.9
Accumulated other comprehensive income (loss)	(1,378.3		)	(1,150.0		)
Class B common stock held in treasury at cost (9.5 shares and 9.5 shares, respectively)	(471.4		)	(471.4		)
Total Molson Coors Brewing Company stockholders' equity	13,162.4			13,507.4
Noncontrolling interests	244.1			228.4
Total equity	13,406.5			13,735.8
Total liabilities and equity	$	28,751.6		$	30,109.8

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

(UNAUDITED)



	Nine Months Ended
	September 30, 2019			September 30, 2018
Cash flows from operating activities:
Net income (loss) including noncontrolling interests	$	80.0		$	1,058.9
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	641.4			644.2
Amortization of debt issuance costs and discounts	11.2			10.0
Share-based compensation	7.5			33.8
(Gain) loss on sale or impairment of properties and other assets, net	630.6			0.2
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net	16.2			61.2
Income tax (benefit) expense	193.3			231.6
Income tax (paid) received	(50.3		)	11.2
Interest expense, excluding interest amortization	207.0			231.8
Interest paid	(249.5		)	(273.1		)
Change in current assets and liabilities and other	(199.2		)	(218.4		)
Net cash provided by (used in) operating activities	1,288.2			1,791.4
Cash flows from investing activities:
Additions to properties	(457.3		)	(491.0		)
Proceeds from sales of properties and other assets	101.0			7.5
Other	37.3			(50.0		)
Net cash provided by (used in) investing activities	(319.0		)	(533.5		)
Cash flows from financing activities:
Exercise of stock options under equity compensation plans	1.5			6.7
Dividends paid	(300.9		)	(265.6		)
Payments on debt and borrowings	(1,575.9		)	(310.2		)
Net proceeds from (payments on) revolving credit facilities and commercial paper	262.9			(374.8		)
Change in overdraft balances and other	(1.2		)	20.5
Net cash provided by (used in) financing activities	(1,613.6		)	(923.4		)
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents	(644.4		)	334.5
Effect of foreign exchange rate changes on cash and cash equivalents	(3.3		)	(3.0		)
Balance at beginning of year	1,057.9			418.6
Balance at end of period	$	410.2		$	750.1

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

AND NONCONTROLLING INTERESTS

(IN MILLIONS)

(UNAUDITED)



				Molson Coors Brewing 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, 2018	$	13,548.9		$	—	$	2.0	$	107.7		$	553.2	$	6,707.0	$	7,455.8		$	(1,025.4	)	$	(471.4	)	$	220.0
Exchange of shares	—			—		—		(4.3		)	4.2		0.1		—			—			—			—
Shares issued under equity compensation plan	0.1			—		—		—			—		0.1		—			—			—			—
Amortization of share-based compensation	8.7			—		—		—			—		8.7		—			—			—			—
Purchase of noncontrolling interest	(0.1		)	—		—		—			—		—		—			—			—			(0.1		)
Net income (loss) including noncontrolling interests	345.6			—		—		—			—		—		338.3			—			—			7.3
Other comprehensive income (loss), net of tax	28.7			—		—		—			—		—		—			29.0			—			(0.3		)
Contributions from noncontrolling interests	8.0			—		—		—			—		—		—			—			—			8.0
Distributions and dividends to noncontrolling interests	(9.0		)	—		—		—			—		—		—			—			—			(9.0		)
Dividends declared and paid - $0.41 per share	(88.6		)	—		—		—			—		—		(88.6		)	—			—			—
As of September 30, 2018	$	13,842.3		$	—	$	2.0	$	103.4		$	557.4	$	6,715.9	$	7,705.5		$	(996.4	)	$	(471.4	)	$	225.9



				Molson Coors Brewing 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

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

AND NONCONTROLLING INTERESTS

(IN MILLIONS)

(UNAUDITED)



				Molson Coors Brewing 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, 2017	$	13,187.3		$	—	$	2.0	$	107.7		$	553.2	$	6,688.5		$	6,958.4		$	(860.0	)	$	(471.4	)	$	208.9
Exchange of shares	—			—		—		(4.3		)	4.2		0.1			—			—			—			—
Shares issued under equity compensation plan	(6.3		)	—		—		—			—		(6.3		)	—			—			—			—
Amortization of share-based compensation	33.6			—		—		—			—		33.6			—			—			—			—
Purchase of noncontrolling interest	(0.2		)	—		—		—			—		—			—			—			—			(0.2		)
Net income (loss) including noncontrolling interests	1,058.9			—		—		—			—		—			1,040.5			—			—			18.4
Other comprehensive income (loss), net of tax	(137.5		)	—		—		—			—		—			—			(136.4		)	—			(1.1		)
Adoption of new accounting pronouncement	(27.8		)	—		—		—			—		—			(27.8		)	—			—			—
Contributions from noncontrolling interests	14.4			—		—		—			—		—			—			—			—			14.4
Distributions and dividends to noncontrolling interests	(14.5		)	—		—		—			—		—			—			—			—			(14.5		)
Dividends declared and paid - $1.23 per share	(265.6		)	—		—		—			—		—			(265.6		)	—			—			—
As of September 30, 2018	$	13,842.3		$	—	$	2.0	$	103.4		$	557.4	$	6,715.9		$	7,705.5		$	(996.4	)	$	(471.4	)	$	225.9



				Molson Coors Brewing 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 (see Note 2)	32.0			—		—		—			—		—			32.0			—			—			—
Reclassification of stranded tax effects (see Note 2)	—			—		—		—			—		—			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

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BREWING 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 Brewing Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments and Corporate. Our reporting segments include: MillerCoors LLC ("MillerCoors" or U.S. segment), operating in the U.S.; Molson Coors Canada ("MCC" or Canada segment), operating in Canada; Molson Coors Europe (Europe segment), operating in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K. and various other European countries; and Molson Coors International ("MCI" or International segment), operating in various other countries.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than 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, 2018 ("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 below and in Note 2, "New Accounting Pronouncements."

The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be achieved for the full year.

Due to the anti-dilutive effect resulting from the reported net loss attributable to MCBC for the three months ended September 30, 2019, the impact of potentially dilutive securities has been excluded from the quarterly calculation of weighted-average shares for diluted EPS for the third quarter of 2019. The impact of these potentially dilutive securities has been included in the calculation of weighted-average shares for diluted EPS for the nine months ended September 30, 2019.

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 $126.3 million and $154.7 million for the nine months ended September 30, 2019 and September 30, 2018, respectively.

Other than the activity mentioned above and the supplemental non-cash activity related to the recognition of leases further discussed below, there was no other significant non-cash activity during the nine months ended September 30, 2019 and September 30, 2018.

Share-Based Compensation

During the third quarter of 2019, our share-based compensation expense decreased by approximately $19 million, due to the reversal of cumulative compensation expense previously recognized for our 2018 and 2017 PSU awards as the achievement of the performance conditions are no longer deemed probable for the respective performance periods.

Leases

We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases, which we adopted on January 1, 2019, electing not to adjust comparative periods presented and applying a modified retrospective transition approach as of the effective date of adoption (see Note 2, "New Accounting Pronouncements" for impacts of adoption).

We enter into contractual arrangements for the utilization of certain non-owned assets, primarily real estate and equipment, which are evaluated as finance (previously known as capital) or operating leases upon commencement and are

accounted for accordingly. Specifically, under ASC 842, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract. For all contractual arrangements deemed to be leases (other than short-term leases), as of the lease commencement date, we recognize on the consolidated balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use.

For leases that qualify as short-term leases, we have elected, for all classes of underlying assets, to not apply the balance sheet recognition requirements of ASC 842, and instead, we recognize the lease payments in the consolidated statements of operations on a straight-line basis over the lease term. We have also made the election, for our real estate and certain equipment classes of underlying assets, to account for lease and non-lease components as a single lease component.

Our leases have remaining lease terms of up to approximately 18 years. Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the right-of-use asset and lease liability at commencement includes the impacts of options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various existing economic factors, including real estate strategies, the nature, length, and terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, we generally conclude that the exercise of renewal options would not be reasonably certain in determining the lease term at commencement. Assumptions made at the commencement date are re-evaluated upon occurrence of certain events requiring a lease modification. Additionally, for certain equipment leases involving groups of similar leased assets with similar lease terms, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities.

The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As the rate implicit in the lease is not readily determinable for most of our leases, we use our incremental borrowing rate relative to the leased asset.

Certain of our leases include variable lease payments, including payments that depend on an index or rate, as well as variable payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of our lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of our lease assets and liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Lease-related expense is recorded within either cost of goods sold or marketing, general and administrative expenses on the consolidated statements of operations, depending on the function of the underlying leased asset, with the exception of interest on finance lease liabilities, which is recorded within interest income (expense), net on the consolidated statements of operations.

Montreal Brewery Sale and Leaseback Transaction

In June 2019, we completed the sale of our Montreal brewery for $96.2 million (CAD 126.0 million), resulting in a $61.3 million gain, which was recorded as a special item. In conjunction with the sale, we agreed to lease back the existing property to continue operations on an uninterrupted basis for a period up to 5 years with early termination options at our discretion, while our new brewery in Longueuil, Quebec is being constructed. Accordingly, we have recorded operating lease right-of-use assets and liabilities of approximately CAD 6 million assuming a lease term that is coterminous with the construction of our new brewery, which is currently expected to be operational in 2021. However, due to the uncertainty inherent in our estimates, the term of the brewery lease is subject to reassessment. Once the existing property has been entirely redeveloped by the purchaser, we plan to lease a minor portion of the future space for administrative and other purposes. We have evaluated this transaction pursuant to the accounting guidance for sale and leaseback transactions and concluded that the relevant criteria was met for full gain recognition upon completion of the transaction in the second quarter of 2019.

Lease Financial Information

For the three and nine months ended September 30, 2019, lease expense (including immaterial short-term and variable lease costs) was as follows:



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
	(In millions)
Operating lease expense	$	18.1	$	54.2
Finance lease expense	2.9		8.7
Total lease expense	$	21.0	$	62.9

Supplemental cash flow information related to leases for the nine months ended September 30, 2019 was as follows:



	Nine Months Ended September 30, 2019
	(In millions)
Cash paid for amounts included in the measurements of lease liabilities:
Operating cash flows from operating leases	$	39.6
Operating cash flows from finance leases	$	2.7
Financing cash flows from finance leases	$	1.8
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	36.4
Finance leases	$	2.1

Supplemental balance sheet information related to leases as of September 30, 2019 was as follows:



		As of September 30, 2019
	Balance Sheet Classification	(In millions)
Operating Leases
Operating lease right-of-use assets	Other assets	$	155.0
Current operating lease liabilities	Accounts payable and other current liabilities	$	44.4
Non-current operating lease liabilities	Other liabilities	120.8
Total operating lease liabilities		$	165.2

Finance Leases
Finance lease right-of-use assets	Properties, net	$	64.8
Current finance lease liabilities	Current portion of long-term debt and short-term borrowings	$	33.9
Non-current finance lease liabilities	Long-term debt	50.9
Total finance lease liabilities		$	84.8

The weighted-average remaining lease term and discount rate as of September 30, 2019 are as follows:



	Weighted-Average Remaining Lease Term (Years)	Weighted-Average Discount Rate
Operating leases	5.0	4.2%
Finance leases	9.2	6.3%

Based on foreign exchange rates as of September 30, 2019, maturities of lease liabilities are as follows:



	Operating Leases			Finance Leases
	(In millions)
2019 - remaining	$	13.6		$	1.7
2020	48.2			38.0
2021	39.5			5.7
2022	30.4			5.7
2023	21.3			5.7
Thereafter	29.3			62.8
Total lease payments	$	182.3		$	119.6
Less: interest	(17.1		)	(34.8		)
Present value of lease liabilities	$	165.2		$	84.8

Executed leases that have not yet commenced as of September 30, 2019 are immaterial.

Information as of December 31, 2018, as well as comparative interim period information under historical lease accounting guidance

Gross assets recorded under finance leases as of December 31, 2018 were $82.5 million. The associated accumulated amortization on these assets as of December 31, 2018 was $13.2 million. These amounts are recorded within properties, net on the consolidated balance sheet. Current and non-current finance lease liabilities as of December 31, 2018 were $3.2 million and $82.1 million, respectively, and were recorded in accounts payable and other current liabilities and other non-current liabilities, respectively, on the consolidated balance sheet. Separately, during the nine months ended September 30, 2018, non-cash activities related to the recognition of finance leases was $15.0 million.

Based on foreign exchange rates as of December 31, 2018, future minimum lease payments under operating leases that have initial or remaining non-cancelable terms in excess of one year, as well as finance leases, are as follows:



	Operating Leases		Finance Leases
Year	(In millions)
2019	$	49.4	$	6.1
2020	40.2		36.2
2021	32.6		5.9
2022	24.6		5.9
2023	17.0		5.8
Thereafter	21.0		64.2
Total future minimum lease payments	$	184.8	$	124.1
Less: interest on finance leases			(38.8		)
Present value of future minimum finance lease payments			$	85.3

2. New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

Leases

In February 2016, the FASB issued authoritative guidance intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and liabilities on the balance sheet and disclosure of key information about leasing arrangements. We adopted this guidance and all related amendments applying the modified retrospective transition approach to all lease arrangements as of the effective date of adoption, January 1, 2019. As permitted under the guidance, financial statements for reporting periods beginning after January 1, 2019 are presented under the new guidance, while prior period amounts have not been adjusted and continue to be reported and disclosed in accordance with historical accounting guidance. Additionally, for existing leases as of the effective date, we have elected the package of practical expedients available at transition to not reassess the historical lease determination, lease classification and initial direct costs.

For operating leases, the adoption of the new guidance resulted in the recognition of right-of-use assets of approximately $154 million and aggregate current and non-current lease liabilities of approximately $164 million as of January 1, 2019, including immaterial reclassifications of prepaid and deferred rent balances into right-of-use assets. Separately, as a result of the cumulative impact of adopting the new guidance, we recorded a net increase to opening retained earnings of approximately $32 million as of January 1, 2019 with the offsetting impact within other assets, related to our share of the accelerated recognition of deferred gains on non-qualifying and other sale-leaseback transactions by an equity method investment within our Canada segment. Additionally, while our accounting for finance leases remains unchanged at adoption, we have prospectively changed the presentation of finance lease liabilities within the consolidated balance sheets to be presented within current portion of long-term debt and short-term borrowings, and long-term debt, as appropriate. As of January 1, 2019, we reclassified approximately $3 million and $82 million of short-term and long-term finance lease liabilities from accounts payable and other current liabilities and other non-current liabilities to current portion of long-term debt and short-term borrowings and long-term debt, respectively. The adoption of this guidance had no impact to our cash flows from operating, investing, or financing activities. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” for additional discussion on our leasing arrangements.

Accumulated Other Comprehensive Income (Loss)

In February 2018, the FASB issued authoritative guidance intended to improve the usefulness of financial information related to the enactment of the 2017 Tax Act. This guidance provides an option to reclassify from AOCI to retained earnings the stranded tax effects resulting from the change in the U.S. federal corporate income tax rate as a result of the 2017 Tax Act. We adopted this guidance as of January 1, 2019 and elected to reclassify stranded tax effects related to the 2017 Tax Act, resulting in an approximate $75 million increase to retained earnings in the period of adoption. Our policy is to release stranded tax effects from AOCI using either a specific identification approach or portfolio approach based on the nature of the underlying item.

New Accounting Pronouncements Not Yet Adopted

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. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. We are currently evaluating the potential impact on our financial position, results of operations and statement of cash flows upon adoption of this guidance, which will result 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.

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, which are the basis on which our chief operating decision maker evaluates the performance of the business. Our reporting segments consist of the U.S., Canada, Europe and International. Corporate is not a reportable segment and primarily includes interest and certain other general and administrative costs that are not allocated to any of the operating segments as well as the results of our water resources and energy operations in Colorado 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 are reported within the Corporate segment.

No single customer accounted for more than 10% of our consolidated sales for the three and nine months ended September 30, 2019 or September 30, 2018. 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 U.S. segment sales to the other segments.

The following tables present net sales and income (loss) before income taxes by segment:



	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(In millions)
U.S.	$	1,890.5		$	1,935.8		$	5,561.4		$	5,656.1
Canada	366.3			388.9			1,000.3			1,070.1
Europe	558.0			577.9			1,459.4			1,538.3
International	56.5			67.0			163.3			192.4
Corporate	0.1			0.2			0.6			0.7
Inter-segment net sales eliminations	(29.8		)	(35.6		)	(91.8		)	(106.7		)
Consolidated net sales	$	2,841.6		$	2,934.2		$	8,093.2		$	8,350.9



	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(In millions)
U.S.	$	348.3		$	374.2		$	1,018.7		$	1,081.4
Canada⁽¹⁾	(615.5		)	77.5			(513.3		)	147.9
Europe⁽²⁾	77.5			96.0			105.8			152.9
International⁽³⁾	(7.7		)	(1.0		)	(5.5		)	4.0
Corporate⁽⁴⁾	(111.2		)	(136.6		)	(332.4		)	(95.7		)
Consolidated income (loss) before income taxes	$	(308.6	)	$	410.1		$	273.3		$	1,290.5

(1)

During the three months ended September 30, 2019, we recorded a goodwill impairment loss to our Canada reporting unit of $668.3 million, which was recorded as a special item. See Note 7, "Goodwill and Intangible Assets" for further discussion. During the three months ended June 30, 2019, we completed the sale of our existing Montreal brewery for $96.2 million (CAD 126.0 million), resulting in a $61.3 million gain, which was recorded as a special item. Also, during the three and nine months ended September 30, 2019, we recorded unrealized mark-to-market losses of approximately $11 million and approximately $4 million, respectively, on the HEXO Corp. ("HEXO") warrants received in connection with the formation of the Truss LP ("Truss") joint venture. Additionally, 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)	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 comprised primarily of impairment losses of the associated definite-lived intangible assets. See Note 4, "Investments" and Note 7, "Goodwill and Intangible Assets" for further information.


(3)	During the three months ended September 30, 2019, we recorded an aggregate goodwill and definite-lived intangible asset impairment loss related to our India reporting unit of $12.2 million, which was recorded as a special item. See Note 7, "Goodwill and Intangible Assets" for further discussion.

(4)

During the three months ended March 31, 2018, we recorded a gain of $328.0 million related to the Adjustment Amount as defined and further discussed in Note 5, "Special Items." Additionally, related to the unrealized mark-to-market valuation on our commodity hedge positions, we recorded unrealized losses of $14.9 million and $12.0 million during the three and nine months ended September 30, 2019, respectively, and unrealized losses of $23.2 million and $62.8 million during the three and nine months ended September 30, 2018, 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, 2019		December 31, 2018
	(In millions)
U.S.	$	18,903.1	$	19,057.1
Canada	4,119.1		4,640.5
Europe	5,268.5		5,430.0
International	261.9		274.1
Corporate	199.0		708.1
Consolidated total assets	$	28,751.6	$	30,109.8

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, 2019 or December 31, 2018. 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.

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. Our unconsolidated VIEs are Brewers Retail Inc. ("BRI") and Brewers' Distributor Ltd. ("BDL").

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 $59.7 million and $35.9 million recorded as of September 30, 2019 and December 31, 2018, 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, 2019				December 31, 2018
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
	(In millions)
RMMC/RMBC	$	201.4	$	14.4	$	189.8	$	35.0
Other	$	34.0	$	7.8	$	31.0	$	5.1

Grolsch Deconsolidation

In September 2019, we received termination notices of our Grolsch U.K. Ltd. ("Grolsch") joint venture arrangement, as well as the related brewing and distribution agreements for the Grolsch brands in the U.K. and Ireland. While we are in the process of assessing the validity of the termination notices and the Company's legal options in response thereto, the Grolsch joint venture is no longer operating as of September 30, 2019 and our production, marketing and sale of the Grolsch brands in these markets has ceased. We have reassessed our status as the primary beneficiary of the joint venture and concluded that we are no longer able to exert control over the operations or direction of the joint venture or otherwise influence the activities that most significantly impact the economics of the entity. Therefore, we have deconsolidated the joint venture and recorded an immaterial loss on deconsolidation as a special item during the third quarter of 2019. Our determination of the fair value of our retained noncontrolling investment in the joint venture, which represents a Level 3 measurement, was derived based on the fair

value of the net assets of the joint venture, consisting primarily of cash. Additionally, as all operations have ceased, including our distribution of the Grolsch brands in these markets, we have recorded impairment losses related to the respective distribution agreement and brand definite-lived intangible assets. Aggregate charges recorded as special items related to the above activity totaled $12.4 million in the third quarter of 2019, and relate primarily to the above mentioned definite-lived intangible asset impairment losses.

5. Special Items

We have 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 have separately classified these charges (benefits) as special items.



	Three Months Ended					Nine Months Ended
	September 30, 2019			September 30, 2018		September 30, 2019			September 30, 2018
	(In millions)
Employee-related charges
Restructuring	$	4.4		$	28.7	$	10.7		$	33.6
Impairments or asset abandonment charges
U.S. - Asset abandonment	(0.1		)	1.4		1.1			4.2
Canada - Goodwill impairment⁽¹⁾	668.3			—		668.3			—
Canada - Asset abandonment⁽²⁾	3.9			5.9		19.6			18.0
Europe - Asset abandonment	0.3			0.5		0.9			3.2
International - Goodwill and intangible asset impairment⁽¹⁾	12.2			—		12.2			—
Corporate	1.3			—		1.3			—
Termination fees and other (gains) losses
Canada - Gain on sale of brewery⁽³⁾	—			—		(61.3		)	—
Europe - Deconsolidation of VIE and other⁽⁴⁾	12.9			—		12.9			—
International	0.1			0.1		0.7			1.3
Purchase price adjustment settlement gain⁽⁵⁾	—			—		—			(328.0		)
Total Special items, net	$	703.3		$	36.6	$	666.4		$	(267.7	)


(1)	During the third quarter of 2019, we recorded goodwill impairment losses within our Canada and India reporting units of $668.3 million and $6.1 million, respectively. We also recorded impairment losses related to definite-lived intangible assets in India of $6.1 million. See Note 7, "Goodwill and Intangible Assets" for further discussion.

(2)

Charges for the three and nine months ended September 30, 2019 and September 30, 2018 primarily consist of accelerated depreciation in excess of normal depreciation related to the closure of the Vancouver brewery, which occurred in the third quarter of 2019, and the planned closure of the Montreal brewery, which is currently expected to occur in 2021. We currently expect to incur additional charges, including estimated accelerated depreciation charges in excess of normal depreciation of approximately CAD 32 million, through final closure of the Montreal brewery. However, due to the uncertainty inherent in our estimates, these estimated future accelerated depreciation charges as well as the timing of the brewery closure are subject to change.


(3)	During the second quarter of 2019, we completed the sale of the existing Montreal brewery property for $96.2 million (CAD 126.0 million) and recognized a gain of $61.3 million. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion.


(4)	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 comprised primarily of impairment losses of the associated definite-lived intangible assets. See Note 4, "Investments" and Note 7, "Goodwill and Intangible Assets" for further information.


(5)	During the first quarter of 2018, we received $330.0 million from ABI, of which $328.0 million constituted a purchase price adjustment (the "Adjustment Amount"), related to the Miller International Business which was acquired in our acquisition of the remaining portion of MillerCoors which occurred on October 11, 2016. As this settlement occurred

following the finalization of purchase accounting, we recorded the settlement proceeds related to the Adjustment Amount as a gain within special items, net in our unaudited condensed consolidated statement of operations in our Corporate segment and within cash provided by operating activities in our unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2018.

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 existing office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations. In connection with these consolidation activities, certain impacted employees will be extended an opportunity to continue their employment with the company in the new organization and locations and, for those not continuing with the company, such employees will be asked to provide transition assistance and offered severance packages in connection with their termination of service with the company. As a result, we expect to reduce employment levels by approximately 400 to 500 employees as part of this restructuring, primarily in our existing United States, Canada and International reporting segments, as well as Corporate. The consolidation activities are expected to be substantially completed by the end of fiscal year 2021.

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 employee relocation, severance, retention and transition costs, non-cash asset related costs, lease exit costs in connection with office leases in Denver, Colorado, and other transition activities estimated in the range of approximately $120 million to $180 million in the aggregate, the majority of which will be cash charges that will be spread through the balance of this fiscal year and fiscal years 2020 and 2021. Costs related to these restructuring activities are expected to be recorded as special items within our unaudited condensed consolidated statements of operations beginning in the fourth quarter of 2019. As we continually evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of these initiatives, 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.

During the third quarter of 2018, we initiated restructuring activities in the U.S. in order to align our cost base with our scale of business. As a result, we reduced U.S. employment levels by approximately 300 employees in the fourth quarter of 2018. Severance costs related to these restructuring activities were recorded as special items within our unaudited condensed consolidated statements of operations in the third quarter of 2018.

The accrued restructuring balances as of September 30, 2019 below, which do not include the impacts of the above-mentioned revitalization plan, represent expected future cash payments required to satisfy the remaining severance obligations to terminated employees, the majority of which we expect to be paid in the next 12 months.



	U.S.			Canada			Europe			International			Corporate			Total
	(In millions)
As of December 31, 2018	$	21.6		$	1.5		$	0.6		$	0.6		$	1.3		$	25.6
Charges incurred and changes in estimates	5.7			(0.2		)	4.8			0.2			0.2			10.7
Payments made	(21.2		)	(0.4		)	(2.9		)	(0.8		)	(1.0		)	(26.3		)
Foreign currency and other adjustments	—			0.1			(0.1		)	—			—			—
As of September 30, 2019	$	6.1		$	1.0		$	2.4		$	—		$	0.5		$	10.0



	U.S.			Canada			Europe			International			Corporate		Total
	(In millions)
As of December 31, 2017	$	0.6		$	4.3		$	1.8		$	0.2		$	—	$	6.9
Charges incurred and changes in estimates	30.3			(0.8		)	2.2			1.9			—		33.6
Payments made	(1.2		)	(1.8		)	(2.6		)	(0.8		)	—		(6.4		)
Foreign currency and other adjustments	—			(0.1		)	(0.1		)	—			—		(0.2		)
As of September 30, 2018	$	29.7		$	1.6		$	1.3		$	1.3		$	—	$	33.9

6. Income Tax



	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Effective tax rate	(29	)%	16	%	71	%	18	%

The negative effective tax rate during the third quarter of 2019 and increase in effective tax rate during the first three quarters of 2019 versus 2018, was primarily driven by the $668.3 million impairment loss to nondeductible goodwill of our Canada reporting unit, as well as other discrete tax items recognized during the third quarter of 2019.

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.

Since 2018, the United States Internal Revenue Service has continued to issue proposed, temporary and final regulations to implement provisions of the 2017 Tax Act. We have continued to monitor these and while temporary and final regulations have not yet resulted in material adverse impacts to us, there are certain proposed regulations, which are not yet considered law, that if finalized as proposed, could result in a material adverse impact on our consolidated financial statements. Specifically, if certain of the proposed regulations are finalized as proposed with full retroactive application to December 31, 2017, then we would be required to recognize income tax expense related to the proposed retroactive period through September 30, 2019, for fiscal years 2018 and 2019.

7. Goodwill and Intangible Assets



	U.S.		Canada			Europe			International			Consolidated
Changes in Goodwill:			(In millions)
As of December 31, 2018	$	5,928.5	$	856.6		$	1,469.4		$	6.3		$	8,260.8
Impairments	—		(668.3		)	—			(6.1		)	(674.4		)
Foreign currency translation	—		25.6			(62.6		)	(0.2		)	(37.2		)
As of September 30, 2019	$	5,928.5	$	213.9		$	1,406.8		$	—		$	7,549.2

Accumulated impairment losses related to our reporting units with remaining goodwill balances as of September 30, 2019 totals $668.3 million.

The following table presents details of our intangible assets, other than goodwill, as of September 30, 2019:



	Useful life	Gross		Accumulated amortization			Net
	(Years)	(In millions)
Intangible assets subject to amortization:
Brands	10 - 50	$	4,958.1	$	(801.7	)	$	4,156.4
License agreements and distribution rights	15 - 20	198.2		(86.9		)	111.3
Other	3 - 40	124.3		(36.1		)	88.2
Intangible assets not subject to amortization:
Brands	Indefinite	8,129.7		—			8,129.7
Distribution networks	Indefinite	764.0		—			764.0
Other	Indefinite	337.6		—			337.6
Total		$	14,511.9	$	(924.7	)	$	13,587.2

The following table presents details of our intangible assets, other than goodwill, as of December 31, 2018:



	Useful life	Gross		Accumulated amortization			Net
	(Years)	(In millions)
Intangible assets subject to amortization:
Brands	10 - 50	$	4,988.0	$	(682.4	)	$	4,305.6
License agreements and distribution rights	15 - 28	220.2		(95.7		)	124.5
Other	2 - 40	129.2		(32.2		)	97.0
Intangible assets not subject to amortization:
Brands	Indefinite	8,169.9		—			8,169.9
Distribution networks	Indefinite	741.8		—			741.8
Other	Indefinite	337.6		—			337.6
Total		$	14,586.7	$	(810.3	)	$	13,776.4

The changes in the gross carrying amounts of intangibles from December 31, 2018 to September 30, 2019 are driven, in part, by the impairment losses recognized during the quarter related to the Grolsch brand and distribution agreement definite-lived intangible assets discussed in Note 4, "Investments" and the brand intangible asset related to our India business discussed below, along with the impact of foreign exchange rates, as a significant amount of intangibles are denominated in foreign currencies.

Based on foreign exchange rates as of September 30, 2019, the estimated future amortization expense of intangible assets is as follows:



Fiscal year	Amount
	(In millions)
2019 - remaining	$	55.0
2020	$	218.9
2021	$	212.6
2022	$	207.9
2023	$	206.7

Amortization expense of intangible assets was $55.4 million and $55.8 million for the three months ended September 30, 2019 and September 30, 2018, respectively and $166.0 million and $168.6 million for the nine months ended September 30, 2019 and September 30, 2018, respectively. This expense is primarily presented within marketing, general and administrative expenses on the unaudited condensed consolidated statements of operations.

Interim Impairment Assessment

We identified a triggering event requiring an interim impairment assessment of the goodwill within our Canada 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. These performance headwinds have been countered, in part, by the benefit of the recent interest rate environment, which resulted in a decrease in the risk-free rate included in our current year discount rate calculations. Specifically, the discount rate used in developing our interim fair value estimate for the Canada reporting unit was 8.50%, as compared to 9.25% used as of the October 1, 2018 annual testing date. However, the performance declines and increased challenges within the beer industry in Canada, coupled with significant increases in cost inflation, volume deleverage, and resulting margin erosion, has had a material adverse impact on the expected future cash flows utilized in the valuation approaches for the Canada reporting unit, such that it was determined that the fair value of the reporting unit was more likely than not reduced below its carrying amount during the quarter. As a result of this triggering event, we performed an interim quantitative analysis, using a combination of discounted cash flow analyses and market-based approaches, consistent with our annual impairment testing, in which it was determined that the carrying value of the Canada reporting unit exceeded its fair value by $668.3 million.

We also evaluated the indefinite-lived and definite-lived intangible assets within our Canada reporting unit, prior to recording the goodwill impairment, and concluded that no impairments were required; however, the Coors Light distribution agreement indefinite-lived intangible asset is considered to be at risk of future impairment.

Separately, during the third quarter of 2019 we also identified an interim triggering event related to goodwill within our India reporting unit resulting from significant declines in performance in the current year, 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 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.

Annual Goodwill and Indefinite-Lived Intangible Impairment Testing

We previously completed our required annual goodwill and indefinite-lived intangible impairment testing as of October 1, 2018, the first day of our fourth quarter and concluded there were no impairments of goodwill within our reporting units or our indefinite-lived intangible assets. The fair value of the U.S., Europe and Canada reporting units were estimated at approximately 19%, 11% and 6% in excess of carrying value, respectively, as of the October 1, 2018 testing date. As a result, our Europe and Canada reporting units were considered at risk of impairment following the 2018 assessment. Ultimately, the risk associated with the Canada business culminated in a triggering event related to goodwill within our Canada reporting unit in the third quarter of 2019, as discussed above. Our Europe reporting unit, which remains at risk of impairment, did not have a triggering event identified during the third quarter and, along with our U.S. reporting unit and other indefinite-lived intangible assets, will be tested for impairment as of October 1, 2019, the first day of our fourth quarter.

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 intangibles are discussed above as well as 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. Separately, the Ontario government 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."

This alone or in combination with the potential realization of further weakened performance within the Canada reporting unit, beyond that considered in our assessments, could have a material adverse impact on the underlying cash flow assumptions used in developing our Canada reporting unit fair value estimates for the purpose of goodwill and indefinite-lived intangible asset impairment testing, which could result in a further goodwill impairment, or an impairment of our Coors Light distribution agreement indefinite-lived intangible asset in Canada.

While historical performance and current expectations have resulted in fair values of our U.S. and Europe reporting units and our indefinite-lived intangible assets 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 Intangibles

Regarding definite-lived intangibles, we continuously monitor the performance of the underlying assets for potential triggering events suggesting an impairment review should be performed. With the exception of the impairment losses related to the Grolsch brand and distribution agreement definite-lived intangible assets discussed in Note 4, "Investments" and the brand intangible asset related to our India business discussed above, no such triggering events were identified in the first three quarters of 2019 that resulted in an impairment.

8. Debt

Debt obligations



	As of
	September 30, 2019			December 31, 2018
	(In millions)
Long-term debt:
CAD 500 million 2.75% notes due September 2020	$	377.6		$	366.6
CAD 500 million 2.84% notes due July 2023	377.6			366.6
CAD 500 million 3.44% notes due July 2026	377.6			366.6
$500 million 1.45% notes due July 2019	—			500.0
$500 million 1.9% notes due March 2019	—			499.8
$500 million 2.25% notes due March 2020⁽¹⁾⁽²⁾	499.6			499.0
$1.0 billion 2.1% notes due July 2021⁽²⁾	1,000.0			1,000.0
$500 million 3.5% notes due May 2022⁽¹⁾	507.2			509.3
$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 500 million notes due March 2019	—			573.4
EUR 800 million 1.25% notes due July 2024	871.9			917.4
Finance leases and other⁽³⁾	127.1			43.0
Less: unamortized debt discounts and debt issuance costs	(58.4		)	(64.8		)
Total long-term debt (including current portion)	8,980.2			10,476.9
Less: current portion of long-term debt	(921.7		)	(1,583.1		)
Total long-term debt	$	8,058.5		$	8,893.8

Short-term borrowings:
Commercial paper program⁽⁴⁾	$	264.9		$	—
Other short-term borrowings⁽⁵⁾	7.2			11.4
Current portion of long-term debt	921.7			1,583.1
Current portion of long-term debt and short-term borrowings	$	1,193.8		$	1,594.5


(1)	The fair value hedges related to these notes have been settled and are being amortized over the life of the respective note.

(2)

As of September 30, 2019, we have cross currency swaps 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 our $500 million 2.25% notes due 2020 and a portion of our $1.0 billion 2.1% senior notes due 2021 and associated interest to EUR denominated, which result in EUR interest rates to be received of 0.68% and 0.71%, respectively. See Note 11, "Derivative Instruments and Hedging Activities" for further details.

(3)

As of January 1, 2019, we reclassified approximately $3 million and $82 million of short-term and long-term finance lease liabilities from accounts payable and other current liabilities and other non-current liabilities to current portion of long-term debt and short-term borrowings and long-term debt, respectively, in connection with our adoption of the new lease accounting standard. See Note 2, "New Accounting Pronouncements" for further details.


(4)	During the first three quarters of 2019, we used proceeds from the issuance of commercial paper to partially fund the repayment of our notes upon maturity. As of September 30, 2019, the outstanding borrowings under our commercial paper program had a weighted-average effective interest rate and tenor of 2.37% and 9 days, respectively.

(5)

As of September 30, 2019, we had $1.6 million in bank overdrafts and $92.3 million in bank cash related to our cross-border, cross-currency cash pool, for a net positive position of $90.7 million. As of December 31, 2018, we had $1.1 million in bank overdrafts and $88.9 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $87.8 million. We had total outstanding borrowings of $5.6 million and $7.3 million under our two JPY overdraft facilities as of September 30, 2019 and December 31, 2018, respectively. In addition, we have USD, CAD and GBP lines of credit under which we had no borrowings as of September 30, 2019 or December 31, 2018.

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, 2019 and December 31, 2018, the fair value of our outstanding long-term debt (including the current portion of long-term debt) was approximately $9.2 billion and $9.9 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.

Revolving Credit Facility and Commercial Paper Program

As of September 30, 2019, we had $1.2 billion available to draw on our $1.5 billion revolving credit facility, as the borrowing capacity is reduced by borrowings under our commercial paper program. During the third quarter of 2019, we extended the maturity date of our revolving credit facility by one year to July 7, 2024. We had no borrowings drawn on this revolving credit facility as of December 31, 2018.

The maximum leverage ratio, as defined by the revolving credit facility agreement, is 4.75x net debt to EBITDA, with a decline to 4.00x net debt to EBITDA as of the last day of the fiscal quarter ending December 31, 2020.

9. Inventories



	As of
	September 30, 2019		December 31, 2018
	(In millions)
Finished goods	$	262.6	$	229.8
Work in process	92.7		83.4
Raw materials	222.2		224.3
Packaging materials	65.3		54.3
Inventories, net	$	642.8	$	591.8

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, 2018⁽¹⁾	$	(758.7	)	$	(0.3	)	$	(330.7	)	$	(60.3	)	$	(1,150.0	)
Foreign currency translation adjustments	(112.3		)	—			—			—			(112.3		)
Gain (loss) on net investment hedges	99.8			—			—			—			99.8
Unrealized gain (loss) on derivative instruments	—			(164.4		)	—			—			(164.4		)
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income	—			—			(2.7		)	—			(2.7		)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	—			—			—			3.3			3.3
Tax benefit (expense)	(17.6		)	40.6			0.8			(1.0		)	22.8
Net current-period other comprehensive income (loss)	(30.1		)	(123.8		)	(1.9		)	2.3			(153.5		)
Reclassification of stranded tax effects (see Note 2)	(73.3		)	(3.8		)	2.3			—			(74.8		)
As of September 30, 2019	$	(862.1	)	$	(127.9	)	$	(330.3	)	$	(58.0	)	$	(1,378.3	)

(1)

Amounts have been adjusted to reflect the retrospective application of a change in presentation. Specifically, the unrealized gain (loss) on outstanding net investment hedge positions was historically presented within the "Gain (loss) on derivative instruments" column of this table. Once settled, the realized gain (loss) was reclassified to be presented within the "Foreign currency translation adjustments" column. We have retrospectively adjusted this table to present all activity associated with net investment hedge positions within the "Foreign currency translation adjustments" column, along with other insignificant presentational reclassifications. These presentational changes had no net impact on the aggregate AOCI balance, and did not impact the unaudited condensed consolidated statements of comprehensive income for any period presented.

Reclassifications from AOCI to net income (loss) were immaterial for the three and nine months ended September 30, 2019 and September 30, 2018.

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 2019. 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. Except as noted below, our significant derivative positions have not changed considerably since year-end.

Cross Currency Swaps

Effective March 20, 2019, we entered into cross currency swap agreements having a total notional value of approximately EUR 353 million ($400 million upon execution) in order to hedge a portion of the foreign currency translational impacts of our European investment. As a result of the swaps, we economically converted a portion of our $1.0 billion 2.1% senior notes due 2021 and associated interest to EUR denominated, which resulted in a EUR interest rate to be received at 0.71%.

Separately, effective April 3, 2019, we voluntarily early terminated our $500 million cross currency swaps due in 2020 under which we were receiving EUR interest payments at a rate of 0.85%, and concurrently entered into new cross currency swap agreements having a total notional of approximately EUR 445 million ($500 million upon execution) in order to hedge a portion of the foreign currency translation impacts of our European investment. As a result of the swaps, we economically converted our $500 million 2.25% senior notes due 2020 and associated interest to EUR denominated, which will result in a EUR interest rate to be received of 0.68%. The termination of the original $500 million cross currency swaps resulted in cash receipts of approximately $47 million which were classified as investing activities in our unaudited condensed consolidated statement of cash flows during the second quarter of 2019.

We have designated each of these cross currency swaps as net investment hedges and accordingly, record changes in fair value due to fluctuations in the spot rate to AOCI. The changes in fair value of the swaps attributable to changes other than those due to fluctuations in the spot rate are excluded from the assessment of hedge effectiveness and recorded to interest expense over the life of the hedge.

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 at a strike price of CAD 6.00 per share are estimated using the Black-Scholes option-pricing model. As of September 30, 2019 and December 31, 2018, respectively, the assumptions used to estimate the fair value of the HEXO warrants are as follows:



	As of September 30, 2019		As of December 31, 2018
Expected term (years)	2.0		2.8
Estimated volatility	74.39	%	88.71	%
Risk-free interest rate	1.56	%	2.04	%
Expected dividend yield	—	%	—	%

The expected term is based on the contractual maturity date of the warrants. Estimated volatility is based on a blend of implied volatility and historical volatility of HEXO's stock. The risk-free rate utilized is based on a zero-coupon Canadian Treasury security yield with a remaining term equal to the expected term of the warrants. The expected dividend yield is determined by historical dividend levels.

The table below summarizes our derivative assets and liabilities that were measured at fair value as of September 30, 2019 and December 31, 2018.



				Fair value measurements as of September 30, 2019
	As of September 30, 2019			Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
	(In millions)
Cross currency swaps	$	34.4		$	—	$	34.4		$	—
Interest rate swaps	(168.8		)	—		(168.8		)	—
Foreign currency forwards	6.6			—		6.6			—
Commodity swaps	(52.4		)	—		(52.4		)	—
Warrants	16.8			—		16.8			—
Total	$	(163.4	)	$	—	$	(163.4	)	$	—



				Fair value measurements as of December 31, 2018
	As of December 31, 2018			Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
	(In millions)
Cross currency swaps	$	36.5		$	—	$	36.5		$	—
Interest rate swaps	(12.3		)	—		(12.3		)	—
Foreign currency forwards	16.3			—		16.3			—
Commodity swaps and options	(42.0		)	—		(42.0		)	—
Warrants	19.6			—		19.6			—
Total	$	18.1		$	—	$	18.1		$	—

As of September 30, 2019, we had no significant transfers between Level 1 and Level 2. New derivative contracts transacted during the nine months ended September 30, 2019 were all included in Level 2.

Results of Period Derivative Activity

The tables below include the results of our derivative activity in the unaudited condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018, and the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and September 30, 2018.

Fair Value of Derivative Instruments in the Unaudited Condensed Consolidated Balance Sheets (in millions):



	As of September 30, 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	$	15.6	Accounts payable and other current liabilities	$	—
			Other non-current assets	18.8		Other liabilities	—
Interest rate swaps	$	1,500.0	Other non-current assets	—		Other liabilities	(168.8		)
Foreign currency forwards	$	263.0	Other current assets	3.4		Accounts payable and other current liabilities	(0.2		)
			Other non-current assets	3.4		Other liabilities	—
Total derivatives designated as hedging instruments				$	41.2		$	(169.0	)
Derivatives not designated as hedging instruments:
Commodity swaps⁽¹⁾	$	644.7	Other current assets	$	3.8	Accounts payable and other current liabilities	$	(38.4	)
			Other non-current assets	0.6		Other liabilities	(18.4		)
Warrants	$	52.1	Other non-current assets	16.8
Total derivatives not designated as hedging instruments				$	21.2		$	(56.8	)



	As of December 31, 2018
			Derivative Assets			Derivative Liabilities
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments:
Cross currency swaps	$	500.0	Other non-current assets	$	36.5	Other liabilities	$	—
Interest rate swaps	$	1,500.0	Other non-current assets	—		Other liabilities	(12.3		)
Foreign currency forwards	$	338.6	Other current assets	7.3		Accounts payable and other current liabilities	(0.1		)
			Other non-current assets	9.2		Other liabilities	(0.1		)
Total derivatives designated as hedging instruments				$	53.0		$	(12.5	)
Derivatives not designated as hedging instruments:
Commodity swaps⁽¹⁾	$	868.4	Other current assets	$	12.1	Accounts payable and other current liabilities	$	(37.9	)
			Other non-current assets	6.1		Other liabilities	(22.3		)
Commodity options⁽¹⁾	$	46.6	Other current assets	0.1		Accounts payable and other current liabilities	(0.1		)
Warrants	$	50.6	Other non-current assets	19.6
Total derivatives not designated as hedging instruments				$	37.9		$	(60.3	)


(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, 2019		As of December 31, 2018		As of September 30, 2019			As of December 31, 2018
	(In millions)
Current portion of long-term debt and short-term borrowings	$	—	$	—	$	(0.4	)	$	(0.2	)
Long-term debt	$	—	$	—	$	7.2		$	8.3

(1) Entire balances relate to hedging adjustments on discontinued hedging relationships.

The Pretax Effect of Cash Flow Hedge and Net Investment Hedge Accounting on Accumulated Other Comprehensive Income (Loss) (in millions):



Three Months Ended September 30, 2019
Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivative			Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative
Forward starting interest rate swaps	$	(77.8	)	Interest expense, net	$	(0.7	)
Foreign currency forwards	3.6			Cost of goods sold	0.5
				Other income (expense), net	(0.1		)
Total	$	(74.2	)		$	(0.3	)



Three Months Ended September 30, 2019
Derivatives in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)⁽¹⁾
Cross currency swaps	$	37.6	Interest income (expense), net	$	—	Interest income (expense), net	$	6.6
Total	$	37.6		$	—		$	6.6



Three Months Ended September 30, 2019
Non-derivative financial instruments in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
EUR 800 million notes due 2024	$	37.9	Other income (expense), net	$	—	Other income (expense), net	$	—
Total	$	37.9		$	—		$	—



Three Months Ended September 30, 2018
Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivative			Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative
Forward starting interest rate swaps	$	17.9		Interest expense, net	$	(0.8	)
Foreign currency forwards	(5.2		)	Cost of goods sold	0.4
				Other income (expense), net	0.1
Total	$	12.7			$	(0.3	)



Three Months Ended September 30, 2018
Derivatives in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)⁽¹⁾
Cross currency swaps	$	1.8	Interest income (expense), net	$	—	Interest income (expense), net	$	4.4
Total	$	1.8		$	—		$	4.4



Three Months Ended September 30, 2018
Non-derivative financial instruments in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
EUR 800 million notes due 2024	$	6.4	Other income (expense), net	$	—	Other income (expense), net	$	—
EUR 500 million notes due 2019	4.0		Other income (expense), net	—		Other income (expense), net	—
Total	$	10.4		$	—		$	—



Nine Months Ended September 30, 2019
Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivative			Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative
Forward starting interest rate swaps	$	(156.5	)	Interest expense, net	$	(2.2	)
Foreign currency forwards	(7.9		)	Cost of goods sold	2.8
				Other income (expense), net	(0.6		)
Total	$	(164.4	)		$	—



Nine Months Ended September 30, 2019
Derivatives in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)⁽¹⁾
Cross currency swaps	$	44.2	Interest income (expense), net	$	—	Interest income (expense), net	$	17.0
Total	$	44.2		$	—		$	17.0



Nine Months Ended September 30, 2019
Non-derivative financial instruments in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
EUR 800 million notes due 2024	$	45.5	Other income (expense), net	$	—	Other income (expense), net	$	—
EUR 500 million notes due 2019	10.1		Other income (expense), net	—		Other income (expense), net	—
Total	$	55.6		$	—		$	—



Nine Months Ended September 30, 2018
Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative
Forward starting interest rate swaps	$	17.9	Interest expense, net	$	(2.3	)
Foreign currency forwards	8.8		Cost of goods sold	(0.5		)
			Other income (expense), net	0.1
Total	$	26.7		$	(2.7	)



Nine Months Ended September 30, 2018
Derivatives in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)⁽¹⁾
Cross currency swaps	$	29.4	Interest income (expense), net	$	—	Interest income (expense), net	$	6.8
Total	$	29.4		$	—		$	6.8



Nine Months Ended September 30, 2018
Non-derivative financial instruments in net investment hedge relationships	Amount of gain (loss) recognized in OCI on derivative		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI on derivative		Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
EUR 800 million notes due 2024	$	32.1	Other income (expense), net	$	—	Other income (expense), net	$	—
EUR 500 million notes due 2019	20.1		Other income (expense), net	—		Other income (expense), net	—
Total	$	52.2		$	—		$	—


(1)	Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and period amortization is recorded in other comprehensive income.

As of September 30, 2019 we expect our reclassification of AOCI into earnings related to cash flow hedges to be immaterial over the next 12 months as our expected net losses primarily offset our expected net gains. For derivatives designated in cash flow hedge relationships, the maximum length of time over which forecasted transactions are hedged as of September 30, 2019 is approximately 4 years, as well as those related to our forecasted debt issuances in 2021, 2022, and 2026.

The Effect of Fair Value and Cash Flow Hedge Accounting on the Unaudited Condensed Consolidated Statements of Operations (in millions):



Three Months Ended September 30, 2019
	Location and amount of gain (loss) recognized in income on fair value and cash flow hedging relationships⁽¹⁾
	Cost of goods sold			Other income (expense), net			Interest income (expense), net
Total amount of income and expense line items presented in the unaudited condensed consolidated statement of operations in which the effects of fair value or cash flow hedges are recorded	$	(1,685.4	)	$	(13.7	)	$	(65.6	)
Gain (loss) on cash flow hedging relationships:
Forward starting interest rate swaps
Amount of gain (loss) reclassified from AOCI into income	—			—			(0.7		)
Foreign currency forwards
Amount of gain (loss) reclassified from AOCI into income	0.5			(0.1		)	—



Three Months Ended September 30, 2018
	Location and amount of gain (loss) recognized in income on fair value and cash flow hedging relationships⁽¹⁾
	Cost of goods sold			Other income (expense), net		Interest income (expense), net
Total amount of income and expense line items presented in the unaudited condensed consolidated statement of operations in which the effects of fair value or cash flow hedges are recorded	$	(1,714.0	)	$	0.2	(67.4	)
Gain (loss) on cash flow hedging relationships:
Forward starting interest rate swaps
Amount of gain (loss) reclassified from AOCI into income	—			—		(0.8	)
Foreign currency forwards
Amount of gain (loss) reclassified from AOCI into income	0.4			0.1		—



Nine Months Ended September 30, 2019
	Location and amount of gain (loss) recognized in income on fair value and cash flow hedging relationships⁽¹⁾
	Cost of goods sold			Other income (expense), net			Interest income (expense), net
Total amount of income and expense line items presented in the unaudited condensed consolidated statement of operations in which the effects of fair value or cash flow hedges are recorded	$	(4,858.2	)	$	(0.7	)	$	(204.5	)
Gain (loss) on cash flow hedging relationships:
Forward starting interest rate swaps
Amount of gain (loss) reclassified from AOCI into income	—			—			(2.2		)
Foreign currency forwards
Amount of gain (loss) reclassified from AOCI into income	2.8			(0.6		)	—



Nine Months Ended September 30, 2018
	Location and amount of gain (loss) recognized in income on fair value and cash flow hedging relationships⁽¹⁾
	Cost of goods sold			Other income (expense), net		Interest income (expense), net
Total amount of income and expense line items presented in the unaudited condensed consolidated statement of operations in which the effects of fair value or cash flow hedges are recorded	$	(4,988.8	)	$	0.2	$	(227.3	)
Gain (loss) on cash flow hedging relationships:
Forward starting interest rate swaps
Amount of gain (loss) reclassified from AOCI into income	—			—		(2.3		)
Foreign currency forwards
Amount of gain (loss) reclassified from AOCI into income	(0.5		)	0.1		—

(1) We had no outstanding fair value hedges during the first three quarters of 2019 or 2018.

The Effect of Derivatives Not Designated as Hedging Instruments on the Unaudited Condensed Consolidated Statements of Operations (in millions):



Three Months Ended September 30, 2019
Derivatives not in hedging relationships	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
Commodity swaps	Cost of goods sold	$	(25.3	)
Warrants	Other income (expense), net	(11.4		)
Total		$	(36.7	)



Three Months Ended September 30, 2018
Derivatives not in hedging relationships	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
Commodity swaps	Cost of goods sold	$	(8.1	)
Total		$	(8.1	)



Nine Months Ended September 30, 2019
Derivatives not in hedging relationships	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
Commodity swaps	Cost of goods sold	$	(29.8	)
Warrants	Other income (expense), net	(3.5		)
Total		$	(33.3	)



Nine Months Ended September 30, 2018
Derivatives not in hedging relationships	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
Commodity swaps	Cost of goods sold	$	(20.3	)
Total		$	(20.3	)

Lower commodity prices relative to our hedged positions, primarily for aluminum and diesel, drove the larger losses recognized in income related to commodity swaps for the three and nine months ended September 30, 2019 as compared to the three and nine months ended September 30, 2018.

12. Commitments and Contingencies

Litigation and Other Disputes and Environmental

Related to litigation, other disputes and environmental issues, we have an aggregate accrued contingent liability of $16.7 million and $13.7 million as of September 30, 2019 and December 31, 2018, respectively. While we cannot predict the eventual aggregate cost for litigation, other disputes and environmental matters in which we are currently involved, we believe adequate reserves have been provided for losses that are probable and estimable. Additionally, as noted below, there are certain loss contingencies that we deem reasonably possible for which a range of loss is not estimable at this time; for all other matters, we believe that any reasonably possible losses in excess of the amounts accrued are immaterial to our unaudited condensed consolidated interim financial statements. Our litigation, other disputes and environmental issues are discussed in further detail within Part II—Item 8 Financial Statements, Note 18, "Commitments and Contingencies" in our Annual Report and did not significantly change during the first three quarters of 2019, except as noted below.

Other than those disclosed below, we are also involved in other disputes and legal actions arising in the ordinary course of our business. While it is not feasible to predict or determine the outcome of these proceedings, in our opinion, based on a review with legal counsel, other than as noted, none of these disputes or legal actions are expected to have a material impact on our business, consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business.

On February 12, 2018, Stone Brewing Company filed a trademark infringement lawsuit in federal court in the Southern District of California against MillerCoors LLC alleging that the Keystone brand has “rebranded” itself as “Stone” and is marketing itself in a manner confusingly similar to Stone Brewing Company's registered Stone trademark. Stone Brewing Company seeks treble damages in the amount of MillerCoors’ profit from Keystone sales. MillerCoors subsequently filed an answer and counterclaims against Stone Brewing Company. On May 31, 2018, Stone Brewing Company filed a motion to dismiss MillerCoors' counterclaims and for a preliminary injunction seeking to bar MillerCoors from continuing to use “STONE” on Keystone Light cans and related marketing materials. In March 2019, the court denied Stone Brewing Company’s motion for preliminary injunction and its motion to dismiss MillerCoors’ counterclaims. No trial date has been scheduled. We intend to vigorously assert and defend our rights in this lawsuit. A range of potential loss is not estimable at this time.

In December 2018, the U.S. Department of Treasury issued a regulation that impacts our ability to claim a refund of certain federal duties, taxes, and fees paid for beer sold between the U.S. and certain other countries effective in February 2019. As a result, future claims will no longer be accepted, and we may be further unable to collect historically claimed, but not yet received, refunds of approximately $40 million, which are recorded within other non-current assets on our unaudited condensed consolidated balance sheet as of September 30, 2019.

On February 15, 2019, two purported stockholders filed substantially similar putative class action complaints against the Company, Mark R. Hunter, and Tracey I. Joubert (the “Defendants”) in the United States District Court for the District of Colorado (the “Colorado District Court”), and in the United States District Court for the Northern District of Illinois (the “Illinois District Court”). On February 21, 2019, another purported stockholder filed a substantially similar complaint in the Colorado District Court. The plaintiffs purport to represent a class of the Company’s stockholders and assert that the Defendants violated Sections 10(b) and 20(a) of the Exchange Act by allegedly making false and misleading statements or omissions regarding the Company’s restatement of consolidated financial statements for the years ended December 31, 2016 and December 31, 2017, and that the Company purportedly lacked adequate internal controls over financial reporting. The plaintiffs seek, among other things, an unspecified amount of damages and reasonable attorneys’ fees, expert fees and other costs. On April 16, 2019, motions to consolidate and appoint a lead plaintiff were filed in each case. On May 24, 2019, the securities class action suit filed with the Illinois District Court was transferred to the Colorado District Court, but was voluntarily dismissed on July 25, 2019. On October 2, 2019, the class action lawsuits originally filed in Colorado District Court were consolidated, and, on October 3, 2019, the court appointed a lead plaintiff and lead counsel for the consolidated case. On October 11, 2019, the parties filed a joint motion to enter a schedule for filing an amended complaint and anticipated motion to dismiss. We intend to defend the claims vigorously. A range of potential loss is not estimable at this time.

On March 26, 2019, a purported stockholder filed a purported shareholder derivative action in Colorado District Court against the Company’s board of directors and certain officers (the “Individual Defendants”), and the Company as a nominal defendant. On May 14, 2019, another purported stockholder filed a substantially similar complaint in the Colorado District Court. On August 12, 2019, a third derivative complaint was filed in Colorado District Court by a purported stockholder. All three derivative complaints assert claims against the Individual Defendants for breaches of fiduciary duty and unjust enrichment arising out of the Company’s dissemination to shareholders of purportedly materially misleading and inaccurate information in connection with the Company’s restatement of consolidated financial statements for the years ended December 31, 2016 and December 31, 2017. The complaints further allege that the Company lacked adequate internal controls over financial reporting. The third derivative complaint filed in August also alleges the Individual Defendants violated Sections 14(a) and 20(a) of the Exchange Act by issuing misleading statements in the Company’s proxy statement. The relief sought in the complaints include changes to the Company’s corporate governance procedures, unspecified damages, restitution, and attorneys’ fees, expert fees, other costs and such other relief as the court deems proper. The parties have agreed to stay the proceedings in the shareholder derivative actions until the federal district courts rule on anticipated motions to dismiss in the above mentioned consolidated securities action. All three derivative actions have been administratively closed, subject to being reopened for good cause shown. A range of potential loss is not estimable at this time.

In June 2019, the Ontario government adopted a bill that, if enacted, would terminate a 10-year Master Framework Agreement that was originally signed between the previous government administration and MCBC, Labatt Brewing Company Limited, Sleeman Breweries Ltd., and Brewers Retail Inc. in 2015 and dictates the terms of the beer distribution and retail systems in Ontario through 2025. The government has not yet proclaimed the bill as law. The impacts of these potential legislative changes are unknown at this time, but could have a negative impact on the results of operations, cash flows and financial position of the Canada segment. While discussions remain ongoing with the government to reach a mutually agreeable alternative to the enactment of the law, the Company and the other Master Framework Agreement signatories are prepared to vigorously defend their rights and pursue legal recourse, should the Master Framework Agreement be unilaterally terminated by the enactment of the legislation.

Guarantees and Indemnities

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. As of September 30, 2019 and December 31, 2018, the unaudited condensed consolidated balance sheets include liabilities related to these guarantees of $59.7 million and $35.9 million, respectively. See Note 4, "Investments" for further detail.

Separately, related to our Kaiser indemnities, we have accrued $13.7 million and $14.7 million, in aggregate, as of September 30, 2019 and December 31, 2018, respectively. The maximum potential claims amount remaining for the Kaiser-related purchased tax credits was $84.2 million, based on foreign exchange rates as of September 30, 2019. Our Kaiser liabilities are discussed in further detail within Part II—Item 8 Financial Statements, Note 18, "Commitments and Contingencies" in our Annual Report and did not significantly change during the first three quarters of 2019.

13. Supplemental Guarantor Information

For purposes of this Note 13, including the tables, "Parent Issuer" shall mean MCBC. "Subsidiary Guarantors" shall mean certain Canadian and U.S. subsidiaries reflecting the substantial operations of each of our Canada and U.S. segments.

SEC Registered Securities

On May 3, 2012, MCBC issued $1.9 billion of senior notes, in a registered public offering, consisting of $300 million 2.0% senior notes due 2017 (subsequently repaid in the second quarter of 2017), $500 million 3.5% senior notes due 2022, and $1.1 billion 5.0% senior notes due 2042. Additionally, on July 7, 2016, MCBC issued $500 million 1.45% senior notes due 2019 (subsequently repaid in the third quarter of 2019), $1.0 billion 2.10% senior notes due 2021, $2.0 billion 3.0% senior notes due 2026, $1.8 billion 4.2% senior notes due 2046 and EUR $800.0 million 1.25% senior notes due 2024, in a registered public offering. In December 2017, MCBC completed an exchange offer in which it issued publicly registered senior notes in exchange for its $500 million 1.90% senior notes due 2019 (subsequently repaid in the first quarter of 2019), $500 million 2.25% senior notes due 2020 and our EUR 500 million floating rate senior notes due 2019 (subsequently repaid in the first quarter of 2019), which were issued in private placement transactions in March 2017. "Parent Issuer" in the below tables is specifically referring to MCBC in its capacity as the issuer of these 2012, 2016 and 2017 issuances. These senior notes are guaranteed on a senior unsecured basis by the Subsidiary Guarantors. Each of the Subsidiary Guarantors is 100% owned by the Parent Issuer. The guarantees are full and unconditional and joint and several.

None of our other outstanding debt is registered with the SEC, and such other outstanding debt is guaranteed on a senior unsecured basis by the Parent and/or Subsidiary Guarantors. These guarantees are full and unconditional and joint and several. See Note 8, "Debt" for details of all debt issued and outstanding as of September 30, 2019.

Presentation

In the first quarter of 2018, MillerCoors LLC, a subsidiary guarantor, declared a distribution of approximately $1.7 billion to MCBC, which was simultaneously non-cash settled via offset to an equal amount of payables that were owed by MCBC to MillerCoors LLC.

The following information sets forth the unaudited condensed consolidating statements of operations for the three and nine months ended September 30, 2019 and September 30, 2018, unaudited condensed consolidating balance sheets as of September 30, 2019 and December 31, 2018, and unaudited condensed consolidating statements of cash flows for the nine months ended September 30, 2019 and September 30, 2018. Investments in subsidiaries are accounted for under the equity method; accordingly, entries necessary to consolidate the Parent Issuer and all of our guarantor and non-guarantor subsidiaries are reflected in the eliminations column. In the opinion of management, separate complete financial statements of MCBC and the Subsidiary Guarantors would not provide additional material information that would be useful in assessing their financial composition.

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(IN MILLIONS)

(UNAUDITED)



	Three Months Ended
	September 30, 2019
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Sales	$	31.5		$	2,631.6		$	1,004.3		$	(169.4	)	$	3,498.0
Excise taxes	—			(367.6		)	(288.8		)	—			(656.4		)
Net sales	31.5			2,264.0			715.5			(169.4		)	2,841.6
Cost of goods sold	(2.0		)	(1,330.5		)	(477.5		)	124.6			(1,685.4		)
Gross profit	29.5			933.5			238.0			(44.8		)	1,156.2
Marketing, general and administrative expenses	(45.0		)	(528.6		)	(161.4		)	44.8			(690.2		)
Special items, net	—			(324.9		)	(378.4		)	—			(703.3		)
Equity income (loss) in subsidiaries	(398.3		)	(320.3		)	(265.3		)	983.9			—
Operating income (loss)	(413.8		)	(240.3		)	(567.1		)	983.9			(237.3		)
Interest income (expense), net	(74.7		)	87.2			(78.1		)	—			(65.6		)
Other pension and postretirement benefits (costs), net	—			1.2			6.8			—			8.0
Other income (expense), net	(0.4		)	(59.7		)	46.4			—			(13.7		)
Income (loss) before income taxes	(488.9		)	(211.6		)	(592.0		)	983.9			(308.6		)
Income tax benefit (expense)	86.1			(185.4		)	8.6			—			(90.7		)
Net income (loss)	(402.8		)	(397.0		)	(583.4		)	983.9			(399.3		)
Net (income) loss attributable to noncontrolling interests	—			—			(3.5		)	—			(3.5		)
Net income (loss) attributable to MCBC	$	(402.8	)	$	(397.0	)	$	(586.9	)	$	983.9		$	(402.8	)
Comprehensive income (loss) attributable to MCBC	$	(602.5	)	$	(592.5	)	$	(696.9	)	$	1,289.4		$	(602.5	)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(IN MILLIONS)

(UNAUDITED)



	Three Months Ended
	September 30, 2018
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Sales	$	2.1		$	2,714.4		$	1,030.9		$	(122.3	)	$	3,625.1
Excise taxes	—			(391.2		)	(299.7		)	—			(690.9		)
Net sales	2.1			2,323.2			731.2			(122.3		)	2,934.2
Cost of goods sold	(0.5		)	(1,356.2		)	(479.2		)	121.9			(1,714.0		)
Gross profit	1.6			967.0			252.0			(0.4		)	1,220.2
Marketing, general and administrative expenses	(57.4		)	(496.6		)	(160.3		)	0.4			(713.9		)
Special items, net	(0.1		)	(34.2		)	(2.3		)	—			(36.6		)
Equity income (loss) in subsidiaries	434.7			18.9			62.6			(516.2		)	—
Operating income (loss)	378.8			455.1			152.0			(516.2		)	469.7
Interest income (expense), net	(78.5		)	90.9			(79.8		)	—			(67.4		)
Other pension and postretirement benefits (costs), net	(0.1		)	(0.5		)	8.2			—			7.6
Other income (expense), net	—			(9.4		)	9.6			—			0.2
Income (loss) before income taxes	300.2			536.1			90.0			(516.2		)	410.1
Income tax benefit (expense)	38.1			(101.5		)	(1.1		)	—			(64.5		)
Net income (loss)	338.3			434.6			88.9			(516.2		)	345.6
Net (income) loss attributable to noncontrolling interests	—			—			(7.3		)	—			(7.3		)
Net income (loss) attributable to MCBC	$	338.3		$	434.6		$	81.6		$	(516.2	)	$	338.3
Comprehensive income (loss) attributable to MCBC	$	367.3		$	435.9		$	51.0		$	(486.9	)	$	367.3

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(IN MILLIONS)

(UNAUDITED)



	Nine Months Ended
	September 30, 2019
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Sales	$	96.1		$	7,606.7		$	2,688.1		$	(472.8	)	$	9,918.1
Excise taxes	—			(1,032.5		)	(792.4		)	—			(1,824.9		)
Net sales	96.1			6,574.2			1,895.7			(472.8		)	8,093.2
Cost of goods sold	(5.9		)	(3,864.2		)	(1,323.0		)	334.9			(4,858.2		)
Gross profit	90.2			2,710.0			572.7			(137.9		)	3,235.0
Marketing, general and administrative expenses	(188.1		)	(1,552.1		)	(512.8		)	137.9			(2,115.1		)
Special items, net	(0.4		)	(281.3		)	(384.7		)	—			(666.4		)
Equity income (loss) in subsidiaries	221.5			(450.0		)	(186.2		)	414.7			—
Operating income (loss)	123.2			426.6			(511.0		)	414.7			453.5
Interest income (expense), net	(228.3		)	255.7			(231.9		)	—			(204.5		)
Other pension and postretirement benefits (costs), net	—			3.5			21.5			—			25.0
Other income (expense), net	(0.5		)	(67.1		)	66.9			—			(0.7		)
Income (loss) before income taxes	(105.6		)	618.7			(654.5		)	414.7			273.3
Income tax benefit (expense)	183.6			(395.2		)	18.3			—			(193.3		)
Net income (loss)	78.0			223.5			(636.2		)	414.7			80.0
Net (income) loss attributable to noncontrolling interests	—			—			(2.0		)	—			(2.0		)
Net income (loss) attributable to MCBC	$	78.0		$	223.5		$	(638.2	)	$	414.7		$	78.0
Comprehensive income (loss) attributable to MCBC	$	(75.5	)	$	102.3		$	(760.2	)	$	657.9		$	(75.5	)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(IN MILLIONS)

(UNAUDITED)



	Nine Months Ended
	September 30, 2018
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Sales	$	7.0		$	7,823.7		$	2,853.2		$	(370.3	)	$	10,313.6
Excise taxes	—			(1,099.0		)	(863.7		)	—			(1,962.7		)
Net sales	7.0			6,724.7			1,989.5			(370.3		)	8,350.9
Cost of goods sold	(1.5		)	(3,982.9		)	(1,364.7		)	360.3			(4,988.8		)
Gross profit	5.5			2,741.8			624.8			(10.0		)	3,362.1
Marketing, general and administrative expenses	(188.5		)	(1,473.9		)	(487.3		)	10.0			(2,139.7		)
Special items, net	(0.5		)	279.5			(11.3		)	—			267.7
Equity income (loss) in subsidiaries	1,332.1			(60.7		)	124.8			(1,396.2		)	—
Operating income (loss)	1,148.6			1,486.7			251.0			(1,396.2		)	1,490.1
Interest income (expense), net	(244.9		)	257.7			(240.1		)	—			(227.3		)
Other pension and postretirement benefits (costs), net	(0.1		)	2.5			25.1			—			27.5
Other income (expense), net	0.1			(49.7		)	49.8			—			0.2
Income (loss) before income taxes	903.7			1,697.2			85.8			(1,396.2		)	1,290.5
Income tax benefit (expense)	136.8			(364.7		)	(3.7		)	—			(231.6		)
Net income (loss)	1,040.5			1,332.5			82.1			(1,396.2		)	1,058.9
Net (income) loss attributable to noncontrolling interests	—			—			(18.4		)	—			(18.4		)
Net income (loss) attributable to MCBC	$	1,040.5		$	1,332.5		$	63.7		$	(1,396.2	)	$	1,040.5
Comprehensive income attributable to MCBC	$	904.1		$	1,148.4		$	(43.3	)	$	(1,105.1	)	$	904.1

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

(IN MILLIONS)

(UNAUDITED)



	As of
	September 30, 2019
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	14.6		$	79.8		$	315.8		$	—		$	410.2
Accounts receivable, net	—			442.4			379.1			—			821.5
Other receivables, net	28.4			70.7			30.0			—			129.1
Inventories, net	—			471.1			171.7			—			642.8
Other current assets, net	18.6			168.8			95.9			—			283.3
Intercompany accounts receivable	—			3,876.5			88.8			(3,965.3		)	—
Total current assets	61.6			5,109.3			1,081.3			(3,965.3		)	2,286.9
Properties, net	17.2			3,256.9			1,157.9			—			4,432.0
Goodwill	—			6,142.4			1,406.8			—			7,549.2
Other intangibles, net	4.5			11,745.1			1,837.6			—			13,587.2
Net investment in and advances to subsidiaries	25,685.9			3,110.6			4,435.2			(33,231.7		)	—
Other assets	150.9			348.4			488.1			(91.1		)	896.3
Total assets	$	25,920.1		$	29,712.7		$	10,406.9		$	(37,288.1	)	$	28,751.6
Liabilities and equity
Current liabilities:
Accounts payable and other current liabilities	$	117.1		$	1,690.3		$	887.4		$	—		$	2,694.8
Current portion of long-term debt and short-term borrowings	764.2			407.4			22.2			—			1,193.8
Intercompany accounts payable	3,102.5			158.4			704.4			(3,965.3		)	—
Total current liabilities	3,983.8			2,256.1			1,614.0			(3,965.3		)	3,888.6
Long-term debt	7,224.6			765.0			68.9			—			8,058.5
Pension and postretirement benefits	3.5			700.3			11.9			—			715.7
Deferred tax liabilities	—			1,517.5			787.7			(91.1		)	2,214.1
Other liabilities	199.2			182.9			86.1			—			468.2
Intercompany notes payable	1,347.6			16.8			5,998.5			(7,362.9		)	—
Total liabilities	12,758.7			5,438.6			8,567.1			(11,419.3		)	15,345.1
MCBC stockholders' equity	13,162.4			30,271.5			2,960.2			(33,231.7		)	13,162.4
Intercompany notes receivable	(1.0		)	(5,997.4		)	(1,364.5		)	7,362.9			—
Total stockholders' equity	13,161.4			24,274.1			1,595.7			(25,868.8		)	13,162.4
Noncontrolling interests	—			—			244.1			—			244.1
Total equity	13,161.4			24,274.1			1,839.8			(25,868.8		)	13,406.5
Total liabilities and equity	$	25,920.1		$	29,712.7		$	10,406.9		$	(37,288.1	)	$	28,751.6

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

(IN MILLIONS)

(UNAUDITED)



	As of
	December 31, 2018
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	515.8		$	156.1		$	386.0		$	—		$	1,057.9
Accounts receivable, net	—			427.3			317.1			—			744.4
Other receivables, net	50.0			48.3			28.3			—			126.6
Inventories, net	—			451.6			140.2			—			591.8
Other current assets, net	3.0			157.2			85.4			—			245.6
Intercompany accounts receivable	—			2,366.0			31.0			(2,397.0		)	—
Total current assets	568.8			3,606.5			988.0			(2,397.0		)	2,766.3
Properties, net	19.0			3,427.5			1,161.8			—			4,608.3
Goodwill	—			6,444.0			1,816.8			—			8,260.8
Other intangibles, net	6.0			11,800.0			1,970.4			—			13,776.4
Net investment in and advances to subsidiaries	25,475.0			3,893.2			4,579.7			(33,947.9		)	—
Other assets	159.9			193.2			436.0			(91.1		)	698.0
Total assets	$	26,228.7		$	29,364.4		$	10,952.7		$	(36,436.0	)	$	30,109.8
Liabilities and equity
Current liabilities:
Accounts payable and other current liabilities	$	170.8		$	1,651.0		$	884.6		$	—		$	2,706.4
Current portion of long-term debt and short-term borrowings	1,572.6			—			21.9			—			1,594.5
Intercompany accounts payable	1,836.5			120.9			439.6			(2,397.0		)	—
Total current liabilities	3,579.9			1,771.9			1,346.1			(2,397.0		)	4,300.9
Long-term debt	7,765.6			1,097.4			30.8			—			8,893.8
Pension and postretirement benefits	3.2			711.2			12.2			—			726.6
Deferred tax liabilities	—			1,461.1			758.9			(91.1		)	2,128.9
Other liabilities	26.0			199.3			98.5			—			323.8
Intercompany notes payable	1,347.6			63.6			5,998.6			(7,409.8		)	—
Total liabilities	12,722.3			5,304.5			8,245.1			(9,897.9		)	16,374.0
MCBC stockholders' equity	13,507.4			30,057.5			3,890.4			(33,947.9		)	13,507.4
Intercompany notes receivable	(1.0		)	(5,997.6		)	(1,411.2		)	7,409.8			—
Total stockholders' equity	13,506.4			24,059.9			2,479.2			(26,538.1		)	13,507.4
Noncontrolling interests	—			—			228.4			—			228.4
Total equity	13,506.4			24,059.9			2,707.6			(26,538.1		)	13,735.8
Total liabilities and equity	$	26,228.7		$	29,364.4		$	10,952.7		$	(36,436.0	)	$	30,109.8

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(IN MILLIONS)

(UNAUDITED)



	Nine Months Ended
	September 30, 2019
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	990.0		$	341.7		$	162.0		$	(205.5	)	$	1,288.2
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to properties	(7.2		)	(276.8		)	(173.3		)	—			(457.3		)
Proceeds from sales of properties and other assets	—			97.3			3.7			—			101.0
Other	46.2			0.2			(9.1		)	—			37.3
Net intercompany investing activity	46.5			69.4			48.4			(164.3		)	—
Net cash provided by (used in) investing activities	85.5			(109.9		)	(130.3		)	(164.3		)	(319.0		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options under equity compensation plans	1.5			—			—			—			1.5
Dividends paid	(276.3		)	(205.5		)	(24.6		)	205.5			(300.9		)
Payments on debt and borrowings	(1,566.3		)	(0.3		)	(9.3		)	—			(1,575.9		)
Net proceeds from (payments on) revolving credit facilities and commercial paper	264.8			—			(1.9		)	—			262.9
Change in overdraft balances and other	(3.5		)	(9.8		)	12.1			—			(1.2		)
Net intercompany financing activity	—			(95.8		)	(68.5		)	164.3			—
Net cash provided by (used in) financing activities	(1,579.8		)	(311.4		)	(92.2		)	369.8			(1,613.6		)
CASH AND CASH EQUIVALENTS:
Net increase (decrease) in cash and cash equivalents	(504.3		)	(79.6		)	(60.5		)	—			(644.4		)
Effect of foreign exchange rate changes on cash and cash equivalents	3.1			3.3			(9.7		)	—			(3.3		)
Balance at beginning of year	515.8			156.1			386.0			—			1,057.9
Balance at end of period	$	14.6		$	79.8		$	315.8		$	—		$	410.2

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(IN MILLIONS)

(UNAUDITED)



	Nine Months Ended
	September 30, 2018
	Parent Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	827.7		$	836.6		$	263.9		$	(136.8	)	$	1,791.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to properties	(9.0		)	(338.0		)	(144.0		)	—			(491.0		)
Proceeds from sales of properties and other assets	—			2.5			5.0			—			7.5
Other	—			(0.8		)	(49.2		)	—			(50.0		)
Net intercompany investing activity	34.5			(22.9		)	189.9			(201.5		)	—
Net cash provided by (used in) investing activities	25.5			(359.2		)	1.7			(201.5		)	(533.5		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options under equity compensation plans	6.7			—			—			—			6.7
Dividends paid	(243.8		)	—			(158.6		)	136.8			(265.6		)
Payments on debt and borrowings	—			(307.2		)	(3.0		)	—			(310.2		)
Net proceeds from (payments on) revolving credit facilities and commercial paper	(378.4		)	—			3.6			—			(374.8		)
Change in overdraft balances and other	(5.5		)	(7.4		)	33.4			—			20.5
Net intercompany financing activity	(32.6		)	(181.1		)	12.2			201.5			—
Net cash provided by (used in) financing activities	(653.6		)	(495.7		)	(112.4		)	338.3			(923.4		)
CASH AND CASH EQUIVALENTS:
Net increase (decrease) in cash and cash equivalents	199.6			(18.3		)	153.2			—			334.5
Effect of foreign exchange rate changes on cash and cash equivalents	—			2.9			(5.9		)	—			(3.0		)
Balance at beginning of year	6.6			140.9			271.1			—			418.6
Balance at end of period	$	206.2		$	125.5		$	418.4		$	—		$	750.1

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") in this Quarterly Report on Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 ("Annual Report"), as well as our unaudited condensed consolidated interim financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. Due to the seasonality of our operating results, quarterly financial results are not an appropriate basis from which to project annual results.

Operational Measures

We have certain operational measures, such as STWs and STRs, which we believe are important metrics. STW is a metric that we use in our business to reflect the sales from our operations to our direct customers, generally wholesalers. We believe the STW metric is important because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. STR is a metric that we use in our business to refer to sales closer to the end consumer than STWs, which generally means sales from our wholesalers or our company to retailers, who in turn sell to consumers. We believe the STR metric is important because, unlike STWs, it provides the closest indication of the performance of our brands in relation to market and competitor sales trends.

Executive Summary

We are one of the world's largest brewers and have a diverse portfolio of owned and partner brands, including global priority brands Blue Moon, Coors Banquet, Coors Light, Miller Genuine Draft, Miller Lite, and Staropramen, regional champion brands Carling, Molson Canadian and other leading country-specific brands, as well as craft and specialty beers such as Creemore Springs, Cobra, Sharp's Doom Bar, Henry's Hard and Leinenkugel's. With centuries of brewing heritage, we have been crafting high-quality, innovative products with the purpose of delighting the world's beer drinkers and with the ambition to be the first choice for our consumers and customers. Our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

Revitalization Plan

On October 28, 2019, we initiated a revitalization plan designed to allow Molson Coors to invest across our portfolio at the level necessary to drive long-term, sustainable success. See discussion of anticipated impacts of this plan in Part I-Item 1. Financial Statements, Note 3, “Segments” and Note 5, "Special Items", as well as the Outlook section of this MD&A.

Summary of Consolidated Results of Operations

The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and September 30, 2018. See Part I-Item 1. Financial Statements for additional details of our U.S. GAAP results.



	Three Months Ended							Nine Months Ended
	September 30, 2019			September 30, 2018		% change		September 30, 2019		September 30, 2018		% change
	(In millions, except percentages and per share data)
Financial volume in hectoliters	25.044			26.513		(5.5	)%	70.956		75.071		(5.5	)%
Net sales	$	2,841.6		$	2,934.2	(3.2	)%	$	8,093.2	$	8,350.9	(3.1	)%
Net income (loss) attributable to MCBC	$	(402.8	)	$	338.3	N/M		$	78.0	$	1,040.5	(92.5	)%
Net income (loss) attributable to MCBC per diluted share	$	(1.86	)	$	1.56	N/M		$	0.36	$	4.80	(92.5	)%

N/M = Not meaningful

Third Quarter 2019 Financial Highlights

During the third quarter of 2019, we recognized a net loss attributable to MCBC of $402.8 million, representing a decrease of $741.1 million versus the prior year. The decrease in net income attributable to MCBC was primarily driven by the impact of aggregate goodwill and intangible asset impairment losses of $691.9 million primarily related to our Canada reporting unit. The decrease was also due to lower volume, inflation, and cycling a net benefit from the amicable resolution of a vendor dispute in the prior year, partially offset by positive global pricing and mix, cost savings, lower restructuring charges, lower incentive compensation, and lower marketing spend. Net sales of approximately $2.8 billion in the third quarter of 2019 decreased 3.2% from the prior year, driven by volume declines, partially offset by net sales per hectoliter growth.

Regional financial highlights:

•

In our U.S. segment, income before income taxes decreased 6.9% to $348.3 million in the third quarter of 2019, compared to the prior year, primarily driven by lower volume, cost inflation, as well as cycling a net benefit from the amicable resolution of a vendor dispute in the prior year, partially offset by higher net pricing, cycling special charges in the prior year related to restructuring, and cost savings.

•

Our Canada segment reported a loss before income taxes of $615.5 million in the third quarter of 2019, a decrease from the prior year, driven primarily by the $668.3 million goodwill impairment loss recognized in the third quarter of 2019 as well as the gross profit impacts of volume declines, higher cost of goods sold per hectoliter, partially offset by lower marketing, general and administrative expense. See Part I-Item 1. Financial Statements, Note 7, "Goodwill and Intangible Assets" for additional information.

•

In our Europe segment, income before income taxes decreased 19.3% to $77.5 million in the third quarter of 2019, compared to prior year, driven by current year special charges of $13.7 million, primarily related to the write down of intangible assets following the termination of distribution, brewing and joint venture agreements with a partner in one of our markets, as well as unfavorable foreign currency movements, increased brand investments, soft industry demand and inflation, partially offset by positive net pricing and mix and lower incentive compensation.


•	Our International segment reported a loss before income taxes of $7.7 million in the third quarter of 2019, compared to a loss of $1.0 million in the prior year, primarily driven by higher special charges due to an aggregate impairment loss of $12.2 million related to our India business, partially offset by lower marketing, general and administrative expense.

See "Results of Operations" below for further analysis of our segment results.

Core brand highlights:


•	Global priority brand volume decreased 2.2% in the third quarter of 2019 versus 2018, due to declines across the U.S., Canada, and International partially offset by growth in Europe.


•	Blue Moon Belgian White global brand volume increased 2.3% in the third quarter of 2019 versus 2018, driven by growth in Canada and Europe, partially offset by declines in the U.S.


•	Carling brand volume in Europe increased 1.2% during the third quarter of 2019 versus 2018, driven by higher volumes in the U.K., the brand's primary market.

•

Coors global brand volume - Coors Light global brand volume decreased 4.1% during the third quarter of 2019 versus 2018. The overall volume decrease in the third quarter of 2019 was primarily driven by lower brand volume in the U.S., International, and Canada, partially offset by growth in Europe. Volumes in the U.S. were lower than prior year, although Coors Light gained share of the U.S. premium light segment for the second consecutive quarter. The declines in International were driven by competitive pressures in Mexico along with economic decline in Puerto Rico. The declines in Canada are primarily the result of industry declines due to ongoing competitive pressures in Quebec and Ontario and a continued shift in consumer preference to value brands in the West. Coors Banquet global brand volume decreased 1.5% during the third quarter of 2019 versus 2018 driven by the U.S., partially offset by the introduction of Coors Original in International markets.

•

Miller global brand volume - Miller Lite global brand volumes increased 0.7% during the third quarter of 2019 versus 2018, primarily driven by International and Canada, partially offset by the U.S. However, Miller Lite gained share of the U.S. premium light segment for the twentieth consecutive quarter. Miller Genuine Draft global brand volume decreased 11.4% during the third quarter of 2019 versus 2018, due to decreases in all segments.


•	Molson Canadian brand volume in Canada decreased 9.4% during the third quarter of 2019 versus 2018, primarily driven by industry declines as well as share declines due to competitive pressures in the West and Ontario.


•	Staropramen global brand volume, including royalty volume, increased 3.0% during the third quarter of 2019 versus 2018, driven by higher volumes in all major markets for the brand.

Worldwide Brand Volume

Worldwide brand volume (or "brand volume" when discussed by segment) reflects owned brands sold to unrelated external customers within our geographic markets, net of returns and allowances, royalty volume and an adjustment from STWs to STRs calculated consistently with MCBC owned volume. Contract brewing and wholesaler volume is removed from worldwide brand volume as this is non-owned volume for which we do not directly control performance. We believe this definition of worldwide brand volume more closely aligns with how we measure the performance of our owned brands within the markets in which they are sold. Financial volume represents owned brands sold to unrelated external customers within our geographical markets, net of returns and allowances as well as contract brewing, wholesale non-owned brand volume and company-owned distribution volume. Royalty volume consists of our brands produced and sold by third parties under various license and contract-brewing agreements and because this is owned volume, it is included in worldwide brand volume. The adjustment from STWs to STRs provides the closest indication of the performance of our owned brands in relation to market and competitor sales trends, as it reflects sales volume one step closer to the end consumer and generally means sales from our wholesalers or our company to retailers.



	Three Months Ended						Nine Months Ended
	September 30, 2019		September 30, 2018		% change		September 30, 2019		September 30, 2018		% change
	(In millions, except percentages)
Volume in hectoliters:
Financial volume	25.044		26.513		(5.5	)%	70.956		75.071		(5.5	)%
Less: Contract brewing, wholesaler and non-beer volume	(1.986	)	(2.222	)	(10.6	)%	(5.921	)	(6.401	)	(7.5	)%
Add: Royalty volume	1.169		1.171		(0.2	)%	2.946		2.944		0.1	%
Add: STW to STR adjustment	0.441		(0.178	)	N/M		(0.823	)	(1.484	)	(44.5	)%
Total worldwide brand volume	24.668		25.284		(2.4	)%	67.158		70.130		(4.2	)%

N/M = Not meaningful

Our worldwide brand volume decreased 2.4% and 4.2% during the three and nine months ended September 30, 2019 compared to prior year, primarily due to lower volume in all segments driven by challenging market dynamics in the U.S., Canada and Europe.

Net Sales Drivers

For the three months ended September 30, 2019 versus September 30, 2018, by segment (in percentages):



	Volume		Price, Product and Geography Mix		Currency		Other		Total
Consolidated	(5.5	)%	3.7	%	(1.1	)%	(0.3	)%	(3.2	)%
U.S.	(7.1	)%	5.2	%	—	%	(0.4	)%	(2.3	)%
Canada	(8.4	)%	3.9	%	(0.9	)%	(0.4	)%	(5.8	)%
Europe	(0.3	)%	1.9	%	(5.1	)%	0.1	%	(3.4	)%
International	(23.2	)%	10.0	%	(0.1	)%	(2.4	)%	(15.7	)%

For the nine months ended September 30, 2019 versus September 30, 2018, by segment (in percentages):



	Volume		Price, Product and Geography Mix		Currency		Other		Total
Consolidated	(5.5	)%	4.1	%	(1.5	)%	(0.2	)%	(3.1	)%
U.S.	(6.1	)%	4.7	%	—	%	(0.3	)%	(1.7	)%
Canada	(6.3	)%	2.7	%	(2.8	)%	(0.1	)%	(6.5	)%
Europe	(3.3	)%	4.2	%	(5.9	)%	(0.1	)%	(5.1	)%
International	(21.1	)%	9.0	%	(1.1	)%	(1.9	)%	(15.1	)%

Income taxes



	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Effective tax rate	(29	)%	16	%	71	%	18	%

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 in which we do business that, if enacted, may have an impact on our effective tax rate.

Refer to Part I - Item 1. Financial Statements, Note 6, "Income Tax" for additional details regarding our effective tax rate.

Results of Operations

United States Segment



	Three Months Ended								Nine Months Ended
	September 30, 2019			September 30, 2018			% change		September 30, 2019			September 30, 2018			% change
	(In millions, except percentages)
Financial volume in hectoliters⁽¹⁾	15.976			17.206			(7.1	)%	47.216			50.262			(6.1	)%
Sales⁽¹⁾	$	2,140.6		$	2,199.8		(2.7	)%	$	6,284.6		$	6,416.1		(2.0	)%
Excise taxes	(250.1		)	(264.0		)	(5.3	)%	(723.2		)	(760.0		)	(4.8	)%
Net sales⁽¹⁾	1,890.5			1,935.8			(2.3	)%	5,561.4			5,656.1			(1.7	)%
Cost of goods sold⁽¹⁾	(1,106.9		)	(1,118.7		)	(1.1	)%	(3,275.9		)	(3,298.5		)	(0.7	)%
Gross profit	783.6			817.1			(4.1	)%	2,285.5			2,357.6			(3.1	)%
Marketing, general and administrative expenses	(434.1		)	(420.4		)	3.3	%	(1,264.4		)	(1,248.6		)	1.3	%
Special items, net⁽²⁾	(3.7		)	(29.7		)	(87.5	)%	(6.8		)	(34.5		)	(80.3	)%
Operating income (loss)	345.8			367.0			(5.8	)%	1,014.3			1,074.5			(5.6	)%
Interest income (expense), net	2.6			7.6			(65.8	)%	4.6			8.0			(42.5	)%
Other income (expense), net	(0.1		)	(0.4		)	(75.0	)%	(0.2		)	(1.1		)	(81.8	)%
Income (loss) before income taxes	$	348.3		$	374.2		(6.9	)%	$	1,018.7		$	1,081.4		(5.8	)%


(1)	Includes gross inter-segment sales, purchases, and volumes, which are eliminated in the consolidated totals.


(2)	See Part I—Item 1. Financial Statements, Note 5, "Special Items" for detail of special items.

Significant events

Throughout 2018, U.S. financial volume, including shipment timing and distributor inventory levels, as well as financial results were impacted by brewery system implementations at our Golden, Colorado, Trenton, Ohio and Fort Worth, Texas breweries. Specifically, we saw strong financial volumes with increased shipments in the third quarter of 2018 preparing for the implementations, which led to lower shipments in the fourth quarter of 2018. The Milwaukee, Wisconsin brewery implementation occurred in the first quarter of 2019, the Albany, Georgia brewery implementation occurred in the third quarter of 2019 and the Irwindale, California brewery implementation occurred early in the fourth quarter of 2019. We expect such implementations to impact 2019 U.S. financial volume trends, including quarterly shipment timing and distributor inventory levels, as well as quarterly financial results and related 2018 comparisons.

The volatility of aluminum prices, inclusive of Midwest Premium and tariffs, and freight and fuel costs continued to significantly impact our results during the first three quarters of 2019. To the extent these prices continue to fluctuate, our business and financial results could be materially adversely impacted. We continue to monitor these risks and rely on our risk management hedging program to help mitigate price risk exposure for commodities including aluminum and fuel.

Volume and net sales

Brand volume decreased 3.9%, on a trading day adjusted basis, for the three months ended September 30, 2019 and decreased 4.1% for the nine months ended September 30, 2019, compared to prior year, partially driven by challenging industry dynamics. STWs, excluding contract brewing volume, decreased 6.2% and 5.4% during the three and nine months ended September 30, 2019, respectively, driven by lower brand volume and quarterly timing of distributor inventories as we expect brand volume and STW trends to largely converge on a full year basis.

Net sales per hectoliter on a brand volume basis increased 4.3% and 3.8% for the three and nine months ended September 30, 2019, compared to prior year, driven by higher net pricing. Net sales per hectoliter on a reported basis increased 5.2% and 4.7% for the three and nine months ended September 30, 2019 compared to prior year.

Cost of goods sold

Cost of goods sold per hectoliter for the three and nine months ended September 30, 2019 increased 6.6% and 5.7%, respectively, compared to prior year, driven by inflation, volume deleverage and other factors, including a substantial unanticipated increase in property tax at our Golden, Colorado brewery, partially offset by cost savings. Cost of goods sold per hectoliter for the nine months ended September 30, 2019 was also negatively impacted by increased packaging costs associated with our bottle furnace rebuild.

Marketing, general and administrative expenses

Marketing, general and administrative expenses for the three and nine months ended September 30, 2019 increased 3.3% and 1.3%, respectively, compared to prior year, primarily driven by cycling a net benefit from the amicable resolution of a vendor dispute in the prior year, partially offset by the incremental cost reductions related to the restructuring initiated in the third quarter of 2018. For the nine months ended September 30, 2019, the increase was also driven by cycling lower employee incentive compensation in the prior year. Third quarter marketing, general and administrative expense also reflects the benefit of lower incentive compensation for the second consecutive year.

Canada Segment



	Three Months Ended								Nine Months Ended
	September 30, 2019			September 30, 2018			% change		September 30, 2019			September 30, 2018			% change
	(In millions, except percentages)
Financial volume in hectoliters⁽¹⁾	2.202			2.405			(8.4	)%	6.169			6.585			(6.3	)%
Sales⁽¹⁾	$	486.4		$	519.4		(6.4	)%	$	1,317.2		$	1,418.9		(7.2	)%
Excise taxes	(120.1		)	(130.5		)	(8.0	)%	(316.9		)	(348.8		)	(9.1	)%
Net sales⁽¹⁾	366.3			388.9			(5.8	)%	1,000.3			1,070.1			(6.5	)%
Cost of goods sold⁽¹⁾	(217.6		)	(218.8		)	(0.5	)%	(630.1		)	(641.9		)	(1.8	)%
Gross profit	148.7			170.1			(12.6	)%	370.2			428.2			(13.5	)%
Marketing, general and administrative expenses	(79.8		)	(87.2		)	(8.5	)%	(255.8		)	(262.5		)	(2.6	)%
Special items, net⁽²⁾	(672.3		)	(5.9		)	N/M		(626.4		)	(17.2		)	N/M
Operating income (loss)	(603.4		)	77.0			N/M		(512.0		)	148.5			N/M
Other income (expense), net	(12.1		)	0.5			N/M		(1.3		)	(0.6		)	116.7	%
Income (loss) before income taxes	$	(615.5	)	$	77.5		N/M		$	(513.3	)	$	147.9		N/M

N/M = Not meaningful


(1)	Includes gross inter-segment sales, purchases, and volumes, which are eliminated in the consolidated totals.


(2)	See Part I-Item 1. Financial Statements, Note 5, "Special Items" for detail of special items.

Significant events

We identified a triggering event requiring an interim impairment assessment of the goodwill within our Canada reporting unit at the end of the third quarter of 2019, as a result, in part, of prolonged weakening of the Canadian beer industry negatively impacting the performance of the Canada business in the current year and the expected future cash flows of the Canada reporting unit. The interim goodwill impairment analysis resulted in a goodwill impairment loss recognized within our Canada reporting unit of $668.3 million, which was recorded as a special item. See Part I-Item 1. Financial Statements, Note 7, "Goodwill and Intangible Assets" for additional information, including the risks associated with potential future impairment losses related to the remaining goodwill within our Canada reporting unit and to our indefinite-lived intangible assets.

As part of our ongoing assessment and optimization of our Canadian supply chain network, we have incurred and continue to incur significant capital expenditures associated with the completion of the new brewery in Chilliwack, British Columbia, most of which we expect to be funded with the previously received proceeds from the sale of the Vancouver brewery in 2016. The final closure of the Vancouver brewery was completed in the third quarter of 2019. The new Chilliwack brewery is now up and running with transition of full production to the brewery currently underway.

In further efforts to help optimize the Canada brewery network, in the third quarter of 2017, we announced a plan to build a more efficient and flexible brewery in the greater Montreal area. Additionally, during the second quarter of 2019, we completed the sale of our Montreal brewery for $96.2 million (CAD 126.0 million), resulting in a $61.3 million gain, which was recorded as a special item. In conjunction with the sale, we agreed to lease back the existing property to continue operations on an uninterrupted basis until the new brewery is operational, which we currently expect to occur in 2021. However, due to the uncertainty inherent in our estimates, the timing of the brewery closure is subject to change. We will continue to incur significant capital expenditures associated with the construction of the new brewery in Longueuil, Quebec.

In June 2019, Health Canada released final regulations resulting in the legalization of new classes of cannabis products including edibles and cannabis infused beverages on October 17, 2019, with product sales being permitted sixty days after submission of the beverage formulations to Health Canada and satisfaction of all other licensing and regulatory preconditions. While our Truss joint venture with Hexo has been making progress preparing for the launch of Cannabis-infused products in the Canadian market, including the on-going construction of a production facility in Belleville, Ontario, we currently expect that Truss will be able to launch products in the first half of 2020, subject to and after all of its licenses and regulatory clearances have been obtained.

Foreign currency impact on results

During the three and nine months ended September 30, 2019, the CAD appreciated versus the USD on an average basis, resulting in an increase of $9.6 million and $9.2 million, respectively, to our USD earnings before income taxes. Included in this amount are both translational and transactional impacts of changes in foreign exchange rates. The impact of transactional foreign currency gains and losses is recorded within other income (expense) in our unaudited condensed consolidated statements of operations.

Volume and net sales

Our Canada brand volume decreased 5.1% and 5.3% during the three and nine months ended September 30, 2019, respectively, versus prior year, primarily due to industry declines. The decrease of 8.4% in financial volume for the quarter was also impacted by lower contract manufacturing volume as well as negative impacts of timing of customer inventory levels.

Our net sales per hectoliter on a brand volume basis increased 2.7% and 2.5% in local currency during the three and nine months ended September 30, 2019, respectively, compared to prior year, primarily driven by positive net pricing. Net sales per hectoliter on a reported basis in local currency increased 3.9% and 2.7% for the three and nine months ended September 30, 2019, respectively, compared to prior year.

Cost of goods sold

Cost of goods sold per hectoliter in local currency increased 9.7% and 8.0% during the three and nine months ended September 30, 2019, respectively, compared to prior year, primarily driven by volume deleverage, cycling prior year distribution gains, brewery start-up costs, and inflation, partially offset by cost savings.

Marketing, general and administrative expenses

Our marketing, general and administrative expenses decreased 7.7% and increased 0.5% in local currency for the three and nine months ended September 30, 2019, respectively, compared to prior year. For the three months ended September 30, 2019, the decrease was primarily driven by timing of brand investments and lower incentive compensation, partially offset by Truss joint venture start-up costs. For the nine months ended September 30, 2019, the increase was driven by Truss joint venture start-up costs, partially offset by lower employee-related expenses, including lower incentive compensation.

Other income (expense), net

For the three and nine months ended September 30, 2019, other expense was primarily driven by unrealized mark-to-market losses of $11.4 million and $3.5 million, respectively, on the HEXO warrants received in connection with the formation of the Truss joint venture as further detailed in Part I - Item 1. Financial Statements, Note 11, "Derivative Instruments and Hedging Activities."

Europe Segment



	Three Months Ended								Nine Months Ended
	September 30, 2019			September 30, 2018			% change		September 30, 2019			September 30, 2018			% change
	(In millions, except percentages)
Financial volume in hectoliters⁽¹⁾⁽²⁾	6.873			6.891			(0.3	)%	17.618			18.211			(3.3	)%
Sales⁽²⁾	$	831.9		$	860.6		(3.3	)%	$	2,210.7		$	2,353.0		(6.0	)%
Excise taxes	(273.9		)	(282.7		)	(3.1	)%	(751.3		)	(814.7		)	(7.8	)%
Net sales⁽²⁾	558.0			577.9			(3.4	)%	1,459.4			1,538.3			(5.1	)%
Cost of goods sold	(339.7		)	(346.9		)	(2.1	)%	(925.0		)	(968.2		)	(4.5	)%
Gross profit	218.3			231.0			(5.5	)%	534.4			570.1			(6.3	)%
Marketing, general and administrative expenses	(124.4		)	(133.3		)	(6.7	)%	(403.6		)	(407.4		)	(0.9	)%
Special items, net⁽³⁾	(13.7		)	(0.6		)	N/M		(18.6		)	(5.4		)	N/M
Operating income (loss)	80.2			97.1			(17.4	)%	112.2			157.3			(28.7	)%
Interest income (expense), net	(1.5		)	(1.5		)	—	%	(4.3		)	(3.6		)	19.4	%
Other income (expense), net	(1.2		)	0.4			N/M		(2.1		)	(0.8		)	162.5	%
Income (loss) before income taxes	$	77.5		$	96.0		(19.3	)%	$	105.8		$	152.9		(30.8	)%

N/M = Not meaningful


(1)	Excludes royalty volume of 0.492 million hectoliters and 1.265 million hectoliters for the three and nine months ended September 30, 2019, respectively, and excludes royalty volume of 0.522 million hectoliters and 1.318 million hectoliters for the three and nine months ended September 30, 2018, respectively.


(2)	Includes gross inter-segment sales and volumes, which are eliminated in the consolidated totals.


(3)	See Part I-Item 1. Financial Statements, Note 5, "Special Items" for detail of special items.

Significant events

The U.K. was expected to leave the European Union on October 31, 2019, however, the exit date has now been extended through January 31, 2020. As a result, the terms of the withdrawal remain unknown, which subjects our Europe segment to regulatory and market uncertainty in the U.K. and in the rest of Europe. The GBP has recently become volatile as a result of ongoing government discussions leading up to the initial extended exit date resulting in the weakening of the GBP to the USD during the third quarter of 2019, which has had an adverse impact on our European revenues as reported in USD due to the significance of U.K. sales. Any further significant weakening of the GBP to the USD could have a further adverse impact on our results.

During the third quarter of 2019, our Grolsch joint venture arrangement as well as the related brewing and distribution agreements for the Grolsch brands in the U.K. and Ireland were terminated. As a result, we have deconsolidated the Grolsch joint venture and recorded aggregate special charges of $12.4 million, primarily related to the impairment of the associated definite-lived intangible assets. See Part I-Item 1. Financial Statements, Note 4, "Investments" for further discussion.

Foreign currency impact on results

Our Europe segment operates in numerous countries within Europe and each country's operations utilize distinct currencies. Foreign currency movements unfavorably impacted our Europe USD income before income taxes by $4.9 million and $6.8 million for the three and nine months ended September 30, 2019, respectively. Included in this amount are both

translational and transactional impacts of changes in foreign exchange rates. The impact of transactional foreign currency gains and losses is recorded within other income (expense) in our unaudited condensed consolidated statements of operations.

Volume and net sales

Our Europe brand volume decreased 0.7% and 3.3% for the three and nine months ended September 30, 2019, respectively, compared to prior year, due to soft industry demand which also drove the 0.3% decrease in financial volume for the third quarter. The decrease in brand volume for the nine months ended September 30, 2019 was also driven by cycling the benefit of higher consumption from the World Cup in the second quarter of 2018.

Net sales per hectoliter on a brand volume basis increased 2.9% and 4.6% in local currency for the three and nine months ended September 30, 2019, respectively, compared to prior year, driven by positive net pricing and favorable sales mix, partially offset by slight decline in brand volumes. Net sales per hectoliter on a reported basis increased 1.9% and 4.2% in local currency for the three and nine months ended September 30, 2019, respectively, compared to prior year.

Cost of goods sold

Cost of goods sold per hectoliter increased 3.5% and 5.0% in local currency for the three and nine months ended September 30, 2019, respectively, versus prior year, primarily due to inflation. For the nine months ended September 30, 2019, the increase was also driven by volume deleverage.

Marketing, general and administrative expenses

Marketing, general and administrative expenses decreased 1.7% and increased 5.6% in local currency for the three and nine months ended September 30, 2019, respectively, compared to prior year. For the three months ended September 30, 2019, the decrease was primarily driven by lower incentive compensation, offsetting higher marketing investments focused on our national champion brands, and premiumization initiatives. For the nine months ended September 30, 2019, the increase was primarily due to higher marketing investments focused on our national champion brands and premiumization initiatives, as well as cycling a benefit from the partial reversal of bad debt provisions in the second quarter of 2018, partially offset by lower incentive compensation.

International Segment



	Three Months Ended								Nine Months Ended
	September 30, 2019			September 30, 2018			% change		September 30, 2019			September 30, 2018			% change
	(In millions, except percentages)
Financial volume in hectoliters⁽¹⁾	0.443			0.577			(23.2	)%	1.368			1.734			(21.1	)%
Sales	$	68.8		$	80.7		(14.7	)%	$	196.8		$	231.6		(15.0	)%
Excise taxes	(12.3		)	(13.7		)	(10.2	)%	(33.5		)	(39.2		)	(14.5	)%
Net sales	56.5			67.0			(15.7	)%	163.3			192.4			(15.1	)%
Cost of goods sold⁽²⁾	(34.3		)	(42.0		)	(18.3	)%	(102.3		)	(123.9		)	(17.4	)%
Gross profit	22.2			25.0			(11.2	)%	61.0			68.5			(10.9	)%
Marketing, general and administrative expenses	(17.1		)	(24.1		)	(29.0	)%	(52.9		)	(59.8		)	(11.5	)%
Special items, net⁽³⁾	(12.3		)	(0.4		)	N/M		(13.1		)	(3.2		)	N/M
Operating income (loss)	(7.2		)	0.5			N/M		(5.0		)	5.5			N/M
Other income (expense), net	(0.5		)	(1.5		)	(66.7	)%	(0.5		)	(1.5		)	(66.7	)%
Income (loss) before income taxes	$	(7.7	)	$	(1.0	)	N/M		$	(5.5	)	$	4.0		N/M

N/M = Not meaningful


(1)	Excludes royalty volume of 0.677 million hectoliters and 1.681 million hectoliters for the three and nine months ended September 30, 2019, respectively, and excludes royalty volume of 0.649 million hectoliters and 1.626 million hectoliters for the three and nine months ended September 30, 2018, respectively.


(2)	Includes gross inter-segment purchases, which are eliminated in the consolidated totals.


(3)	See Part I-Item 1. Financial Statements, Note 5, "Special Items" for detail of special items.

Significant events

During the third quarter of 2019, we recognized an aggregate impairment loss of $12.2 million related to the goodwill of our India reporting unit and a definite-lived brand intangible asset, which were recorded as special items. See Part I-Item 1. Financial Statements, Note 7, "Goodwill and Intangible Assets" for additional information.

Foreign currency impact on results

Our International segment operates in numerous countries around the world and each country's operations utilize distinct currencies. Foreign currency movements unfavorably impacted our International segment's USD loss before income taxes by $0.9 million and $1.6 million for the three and nine months ended September 30, 2019, respectively. Included in this amount are both translational and transactional impacts of changes in foreign exchange rates. The impact of transactional foreign currency gains and losses is recorded within other income (expense) in our unaudited condensed consolidated statements of operations.

Volume and net sales

Our International brand volume decreased 8.6% and 9.3% in the three and nine months ended September 30, 2019, compared to prior year, primarily driven by India supply chain and demand constraints, economic decline in Paraguay and Puerto Rico along with timing of STWs. For the nine months ended September 30, 2019, the decrease was also due to higher net pricing on Coors Light in Mexico, partially offset by growth in several of our focus markets.

Net sales per hectoliter on a brand volume basis decreased 7.6% and 5.3% in local currency in the three and nine months ended September 30, 2019, respectively, compared to prior year, primarily due to geographic mix, partially offset by positive net pricing. For the nine months ended September 30, 2019, the decrease was also driven by the shift to local production in Mexico. Net sales per hectoliter on a reported basis increased 10.0% and 9.0% in local currency for the three and nine months ended September 30, 2019, respectively, compared to prior year.

Cost of goods sold

Cost of goods sold per hectoliter increased 6.1% and 5.4% in local currency for the three and nine months ended September 30, 2019, respectively, compared to prior year, primarily driven by geographic mix and inflation.

Marketing, general and administrative expenses

Marketing, general and administrative expense decreased 29.5% and 10.7% in local currency in the three and nine months ended September 30, 2019, respectively, compared to prior year, driven by lower marketing spend and lower incentive compensation. For the nine months ended September 30, 2019, the decrease was partially offset by cycling the $2.0 million of settlement proceeds received related to our Colombia business in the first quarter of 2018.

Corporate



	Three Months Ended								Nine Months Ended
	September 30, 2019			September 30, 2018			% change		September 30, 2019			September 30, 2018			% change
	(In millions, except percentages)
Financial volume in hectoliters	—			—			—	%	—			—			—	%
Sales	$	0.1		$	0.2		(50.0	)%	$	0.6		$	0.7		(14.3	)%
Excise taxes	—			—			—	%	—			—			—	%
Net sales	0.1			0.2			(50.0	)%	0.6			0.7			(14.3	)%
Cost of goods sold	(16.7		)	(23.2		)	(28.0	)%	(16.7		)	(63.0		)	(73.5	)%
Gross profit	(16.6		)	(23.0		)	(27.8	)%	(16.1		)	(62.3		)	(74.2	)%
Marketing, general and administrative expenses	(34.8		)	(48.9		)	(28.8	)%	(138.4		)	(161.4		)	(14.3	)%
Special items, net⁽¹⁾	(1.3		)	—			N/M		(1.5		)	328.0			N/M
Operating income (loss)	(52.7		)	(71.9		)	(26.7	)%	(156.0		)	104.3			N/M
Interest expense, net	(66.7		)	(73.5		)	(9.3	)%	(204.8		)	(231.7		)	(11.6	)%
Other pension and postretirement benefits (costs), net	8.0			7.6			5.3	%	25.0			27.5			(9.1	)%
Other income (expense), net	0.2			1.2			(83.3	)%	3.4			4.2			(19.0	)%
Income (loss) before income taxes	$	(111.2	)	$	(136.6	)	(18.6	)%	$	(332.4	)	$	(95.7	)	N/M

N/M = Not meaningful


(1)	See Part I-Item 1. Financial Statements, Note 5, "Special Items" for detail of special items.

Cost of goods sold

The unrealized changes in fair value on our commodity swaps, which are economic hedges, are recorded as cost of goods sold within our Corporate business activities. As the exposure we are managing is realized, we reclassify the gain or loss to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. Lower commodity market prices relative to our hedged positions on our commodity swaps drove total unrealized mark-to-market losses of $14.9 million and $12.0 million, respectively, recognized in cost of goods sold for the three and nine months ended September 30, 2019, and total unrealized mark-to-market losses of $23.2 million and $62.8 million, respectively, recognized in cost of goods sold for the three and nine months ended September 30, 2018.

Marketing, general and administrative expenses

Marketing, general and administrative expenses decreased in the three and nine months ended September 30, 2019, primarily due to lower incentive compensation, and for the nine months ended September 30, 2019, the decrease was also due to higher integration costs recognized in the prior year. Specifically, we recorded integration costs of $19.1 million for the nine months ended September 30, 2019, and $24.6 million for the nine months ended September 30, 2018, within marketing, general and administrative expenses.

Interest expense, net

Net interest expense decreased for the three and nine months ended September 30, 2019 compared to the prior year, primarily driven by the repayment of debt as part of our deleveraging commitments as well as risk management strategies to reduce interest expense. See Part I—Item 1. Financial Statements, Note 8, "Debt" and Note 11, "Derivative Instruments and Hedging Activities" for further details.

Liquidity and Capital Resources

Our primary sources of liquidity include cash provided by operating activities and access to external capital. We believe that cash flows from operations and cash provided by short-term and long-term borrowings, when necessary, will be more than adequate to meet our ongoing operating requirements, scheduled principal and interest payments on debt, anticipated dividend

payments and capital expenditures for the twelve months subsequent to the date of the issuance of this quarterly report, and our long-term liquidity requirements.

A significant portion of our cash flows from operating activities is generated outside the U.S. in currencies other than USD. As of September 30, 2019, approximately 89% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. We accrue for tax consequences on the earnings of our foreign subsidiaries upon repatriation. When the earnings are considered indefinitely reinvested outside of the U.S., we do not accrue taxes. However, we will continue to assess the impact of the 2017 Tax Act on the tax consequences of future repatriations. We utilize a variety of tax planning and financing strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We periodically review and evaluate these strategies, including external committed and non-committed credit agreements accessible by MCBC and each of our operating subsidiaries. We believe these financing arrangements, along with the cash generated from the operations of our U.S. segment, are sufficient to fund our current cash needs in the U.S.

Cash Flows and Use of Cash

Our business generates positive operating cash flow each year, and our debt maturities are of a longer-term nature. However, our liquidity could be impacted significantly by the risk factors we described in Part I—Item 1A. "Risk Factors" in our Annual Report.

Cash Flows from Operating Activities

Net cash provided by operating activities of approximately $1.3 billion for the nine months ended September 30, 2019 decreased by $503.2 million compared to the nine months ended September 30, 2018. This decrease is primarily driven by cycling the proceeds received during the first quarter of 2018 of $328.0 million related to the Adjustment Amount (as defined and further discussed in Part I—Item 1. Financial Statements, Note 5, "Special Items"), as well as lower net income adjusted for non-cash add backs and higher cash paid for taxes, partially offset by lower interest paid during the nine months ended September 30, 2019.

Cash Flows from Investing Activities

Net cash used in investing activities of $319.0 million for the nine months ended September 30, 2019 decreased by $214.5 million compared to the nine months ended September 30, 2018, driven primarily by the receipt of $94.2 million of net proceeds from the sale of our Montreal brewery during the second quarter of 2019, net cash inflows from other investing activities compared to outflows in the prior year, including the proceeds received from the voluntary settlement of our cross currency swaps during the second quarter of 2019, and higher cash paid for acquisitions in the prior year, as well as lower capital expenditures.

Cash Flows from Financing Activities

Net cash used in financing activities was approximately $1.6 billion for the nine months ended September 30, 2019 compared to $923.4 million for the nine months ended September 30, 2018. This increase was primarily driven by higher net repayments on debt and borrowings for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, as well as increased dividend payments in the third quarter of 2019, partially offset by an increase in borrowings under our commercial paper program for the nine months ended September 30, 2019 compared to the repayment of borrowings under our commercial paper program for the nine months ended September 30, 2018.

Capital Resources

Cash and Cash Equivalents

As of September 30, 2019, we had total cash and cash equivalents of $410.2 million, compared to approximately $1.1 billion as of December 31, 2018 and $750.1 million as of September 30, 2018. The decrease in cash and cash equivalents from both prior periods was primarily driven by debt repayments, capital expenditures and dividend payments, partially offset by cash generated from operating activities and proceeds received from the sale of our Montreal brewery and from the voluntary settlement of our cross currency swaps during the second quarter of 2019.

Borrowings

During the first quarter of 2019, we repaid our EUR 500 million variable rate notes and our $500 million 1.90% notes, both of which matured in March 2019. Additionally, on July 15, 2019, we repaid our $500 million 1.45% notes through a combination of cash on hand and commercial paper. Notional amounts below are presented in USD based on the applicable exchange rate as of September 30, 2019. We have economically converted our $500 million 2.25% senior notes due 2020 and a portion of our $1.0 billion 2.1% senior notes due 2021 to EUR denominated using cross currency swaps of $500 million and $400 million, respectively. Refer to Part I—Item 1. Financial Statements, Note 8, "Debt" for details

The impact of the reclassification of finance leases to debt is included in the "other" column in the table above. See Part I—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for further details.

Based on the credit profile of our lenders that are party to our credit facilities, we are confident in our ability to draw on our revolving credit facility if the need arises. As of September 30, 2019, we had $1.2 billion available to draw on our $1.5 billion revolving credit facility, as the borrowing capacity is reduced by borrowings under our commercial paper program. As of September 30, 2019, we had total outstanding borrowings under our commercial paper program of $264.9 million. During the third quarter of 2019, we extended the maturity date of our revolving credit facility by one year to July 7, 2024. We had no borrowings drawn on this revolving credit facility as of December 31, 2018. In addition, we intend to further utilize our cross-border, cross currency cash pool as well as our commercial paper program for liquidity as needed. We also have JPY overdraft facilities, and CAD, GBP and USD lines of credit with several banks should we need additional short-term liquidity.

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. Additionally, under the $1.5 billion revolving credit facility, the maximum leverage ratio, as defined by the revolving credit facility agreement, is 4.75x net debt to EBITDA, with a decline to 4.00x net debt to EBITDA as of the last day of the fiscal quarter ending December 31, 2020. As of September 30, 2019, we were in compliance with all of these restrictions, have met such financial ratios and have met all debt payment obligations. All of our outstanding senior notes as of September 30, 2019 rank pari-passu.

See Part I—Item 1. Financial Statements, Note 8, "Debt" for a complete discussion and presentation of all borrowings and available sources of borrowing, including lines of credit.

Credit Rating

Our current long-term credit ratings are BBB-/Stable Outlook, Baa3/Stable Outlook and BBB(Low)/Stable Outlook with Standard & Poor's, Moody's and DBRS, respectively. Our short-term credit ratings are A-3, Prime-3 and R-2(low), respectively. A securities rating is not a recommendation to buy, sell or hold securities, and it may be revised or withdrawn at any time by the applicable rating agency.

Foreign Exchange

Foreign exchange risk is inherent in our operations primarily due to the significant operating results that are denominated in currencies other than USD. Our approach is to reduce the volatility of cash flows and reported earnings which result from currency fluctuations rather than business related factors. Therefore, we closely monitor our operations in each country and seek to adopt appropriate strategies that are responsive to foreign currency fluctuations. Our financial risk management policy is intended to offset a portion of the potentially unfavorable impact of exchange rate changes on net income and earnings per share. See Part II—Item 8. Financial Statements and Supplementary Data, Note 16, "Derivative Instruments and Hedging Activities" of our Annual Report for additional information on our financial risk management strategies.

Our consolidated financial statements are presented in USD, which is our reporting currency. Assets and liabilities recorded in foreign currencies that are the functional currencies for the respective operations are translated at the prevailing exchange rate at the balance sheet date. Translation adjustments resulting from this process are reported as a separate component of other comprehensive income. Revenue and expenses are translated at the weighted-average exchange rates during the period. Gains and losses from foreign currency transactions are included in earnings for the period. The significant exchange rates to the USD used in the preparation of our consolidated financial results for the primary foreign currencies used in our foreign operations (functional currency) are as follows:



	Three Months Ended		Nine Months Ended
	September 30, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Weighted-Average Exchange Rate (1 USD equals)
Canadian Dollar (CAD)	1.31	1.31	1.32	1.29
Euro (EUR)	0.90	0.86	0.89	0.83
British Pound (GBP)	0.81	0.77	0.79	0.74
Czech Koruna (CZK)	23.30	22.07	22.75	21.72
Croatian Kuna (HRK)	6.62	6.38	6.58	6.30
Serbian Dinar (RSD)	106.37	101.89	104.55	97.41
Romanian Leu (RON)	4.26	4.00	4.23	3.94
Bulgarian Lev (BGN)	1.75	1.69	1.74	1.66
Hungarian Forint (HUF)	293.83	278.50	289.90	263.61



	As of
	September 30, 2019	December 31, 2018
Closing Exchange Rate (1 USD equals)
Canadian Dollar (CAD)	1.32	1.36
Euro (EUR)	0.92	0.87
British Pound (GBP)	0.81	0.78
Czech Koruna (CZK)	23.67	22.43
Croatian Kuna (HRK)	6.80	6.46
Serbian Dinar (RSD)	107.87	103.20
Romanian Leu (RON)	4.35	4.06
Bulgarian Lev (BGN)	1.79	1.71
Hungarian Forint (HUF)	307.26	279.94

The weighted-average exchange rates in the above table have been calculated based on the average of the foreign exchange rates during the relevant period and have been weighted according to the foreign denominated earnings before interest and taxes of the USD equivalent.

Capital Expenditures

We incurred $370.0 million, and have paid $457.3 million, for capital improvement projects worldwide in the nine months ended September 30, 2019, excluding capital spending by equity method joint ventures, representing a decrease of $49.4 million from the $419.4 million of capital expenditures incurred in the nine months ended September 30, 2018. This decrease was primarily due to the timing of projects as we currently expect to incur total capital expenditures of approximately $700 million for full year 2019, based on foreign exchange rates as of September 30, 2019. This expectation includes capital expenditures associated with the construction of our new Chilliwack, British Columbia brewery, which was substantially completed in the third quarter of 2019, the new Longueuil, Quebec brewery, which is currently underway and not expected to be completed until 2021, and commencement of the increased investment to modernize our Golden, Colorado brewery, which is expected to begin in the fourth quarter of 2019 and continue over the next several years, as well as the consolidated capital expenditures related to our Truss joint venture with HEXO in Canada.

We continue to focus on where and how we employ our planned capital expenditures, specifically strengthening our focus on required returns on invested capital as we determine how to best allocate cash within the business.

Contractual Obligations and Commercial Commitments

There were no material changes to our contractual obligations and commercial commitments outside the ordinary course of business or due to factors similar in nature to inflation, changing prices on operations or changes in the remaining terms of the contracts since December 31, 2018, as reported in Part II - Item 7. Management's Discussion and Analysis, Contractual Obligations and Commercial Commitments in our Annual Report, with the exception of the repayment of our $500 million 1.90% notes and EUR 500 million notes during the first quarter of 2019, and the repayment of our $500 million 1.45% notes in July 2019.

Guarantees

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. See Part I - Item 1. Financial Statements, Note 12, "Commitments and Contingencies" for further discussion.

Contingencies

We are party to various legal proceedings arising in the ordinary course of business, environmental litigation and indemnities associated with our sale of Kaiser to FEMSA. See Part I—Item 1. Financial Statements, Note 12, "Commitments and Contingencies" for further discussion.

Off-Balance Sheet Arrangements

Refer to Part II—Item 8 Financial Statements, Note 18, "Commitments and Contingencies" in our Annual Report for discussion of off-balance sheet arrangements. As of September 30, 2019, we did not have any other material off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

Outlook

On October 28, 2019, we initiated a revitalization plan designed to allow Molson Coors to invest across our portfolio at the level necessary to drive long-term, sustainable success. As part of this plan, we expect to accelerate investments behind our largest brands, by focusing on recruitment especially of new legal age drinking consumers, by driving relevance with breakthrough marketing and innovating on core brands to attract new legal age drinkers. We already see evidence of this effort behind our largest brands with Coors Light, with highly acclaimed Coors Light “Made to Chill” campaign that launched in the U.S. already showing positive results. Now, after declining performance over the past few years in the U.S., Coors Light is gaining segment share and seeing volume improvement under the new campaign. Our plan is to put more resources behind breakthrough marketing like this. Additionally, we are introducing the new Miller Lite campaign in the U.S. that just launched during the World Series last week. The brand is redefining the iconic “Miller Time” slogan for a new generation of legal age drinkers, connecting them to Miller Lite in a way that we have not done before. These are very different new campaigns for two of our biggest brands.

We additionally plan to invest significantly in the above premium segment, the fastest growing area of the beer industry, with added investment in existing brands, new innovations and potentially through new acquisitions. We expect to invest more in whitespace and beyond beer opportunities. We have had success in the above premium segment, including, portfolio transformation in Europe, a meaningful part of our volume now from above premium, Blue Moon and Peroni improving and growing in the U.S. and Belgian Moon up in Canada in 2019 year to date. However, our revitalization plan designed to give us the resources we need to aggressively build in the above premium through innovation and potential acquisition and investments, including more investment behind ideas like Saint Archer Gold, Blue Moon Light Sky, and Coors Peak in the U.S. and Coors Slice and Molson Ultra in Canada. We also intend to expand a “test and learn” approach that allows us to determine market potential for products and then quickly scale up as we are with Movo wine spritzers, and Saint Archer Gold, both expected to be available nationally in the U.S. in 2020. We also expect this plan will also allow us to invest behind an even stronger second year of Cape Line sparkling cocktails and a stronger third year of Arnold Palmer Spiked in the U.S. Finally, we need to do more - our pipeline includes the recent introductions of La Colombe hard coffee in the U.S., Pip & Wild premium ciders in the U.K., and Vizzy hard seltzer in the U.S., which we plan to launch early in 2020, and Truss’s new line of Cannabis-infused nonalcoholic beverages in Canada, including the recently announced Flow Glow, a CBD-infused spring water.

We also expect to put a greater focus on bringing new beverages to the market faster and with more precision. This includes expanding the model that has reduced the time it takes to bring innovations to market from 18 months to as little as four months in the U.S., and expanding a “test and learn” approach that evaluates market potential for products and then quickly scales up. As part of the revitalization plan we will also invest in improving our digital competencies, expanding data resources and building out innovation systems.

To make these new investments possible, we plan to unlock approximately $150 million in savings, increasing our 2020-2022 cost savings program from $450 million to $600 million, by simplifying our structure. We will move from a corporate center and four business units to two streamlined business units - North America and Europe.

The North America business unit will consolidate the United States, Canada and corporate center, enabling us to move much more quickly with an integrated portfolio strategy. The Europe business unit will be structured to allow for standalone operations, developed and supported by a European-based team, including a local leadership, commercial, supply chain and support functions. The existing International team will be reconstituted to more effectively grow our global brands - with the Africa and Asia businesses reporting into the European business unit and the remaining International business reporting into the North America business unit. The change in structure to two business units will not be effective until January 2020 and therefore the resulting financial reporting changes will not be reflected until our first quarter 2020 results.

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 employee relocation, severance, retention and transition costs, non-cash asset related costs, lease exit costs in connection with office leases in Denver, Colorado, and other transition activities estimated in the range of approximately $120 million to $180 million in the aggregate, the majority of which will be cash charges that will be spread through the balance of this fiscal year and fiscal years 2020 and 2021. The consolidation activities are expected to be substantially completed by the end of fiscal year 2021. Costs related to these restructuring activities are expected to be recorded as special items within our unaudited condensed consolidated statements of operations beginning in the fourth quarter of 2019.

We also plan to change our name to Molson Coors Beverage Company, starting January 2020, to better reflect our strategic intent to expand beyond beer and into other growth adjacencies.

In addition to the revitalization plan, we will continue our ongoing efforts to modernize our brewery footprint and will invest several hundred million dollars to modernize our brewery in Golden, Colorado over the next several years. These previously planned brewery investments will allow for more flexible capacity to better meet demand and fulfill future growth opportunities, while increasing supply chain efficiency.

Interest

We anticipate 2019 consolidated net interest expense of approximately $275 million, based on foreign exchange as of September 30, 2019.

Tax

We expect our effective tax rate to be in the range of 18% to 22% for 2019, which remains subject to additional definitive guidance from the U.S. government regarding the implementation of the 2017 Tax Act. Our preliminary expectation for our long-term effective tax rate (after 2019) is in the range of 20% to 24%.

Deleverage & Dividends

We remain committed to maintaining our investment grade debt rating and we intend to continue to deleverage further in 2019 in accordance with our plans. We have suspended our share repurchase program as we continue to pay down debt which we plan to revisit as we further deleverage. Our latest quarterly dividend, declared at $0.57 and paid on September 13, 2019, brings our dividend in-line with our ongoing target of 20% to 25% of prior fiscal year EBITDA.

Critical Accounting Estimates

Our accounting policies and accounting estimates critical to our financial condition and results of operations are set forth in our Annual Report and did not change during the first three quarters of 2019, except as noted below. See Part I—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for discussion of recently adopted accounting pronouncements. See also Part I—Item 1. Financial Statements, Note 7, "Goodwill and Intangible Assets" for discussion of the results of the 2018 annual impairment testing analysis, 2019 interim impairment analyses resulting from triggering events, and the related risks to our indefinite-lived intangible brand assets and goodwill amounts associated with our reporting units.

New Accounting Pronouncements Not Yet Adopted

See Part I—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for a description of all new accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, we actively manage our exposure to various market risks by entering into various supplier-based and market-based hedging transactions, authorized under established risk management policies that place clear controls on these activities. Our objective in managing these exposures is to decrease the volatility of our earnings and cash flows due to changes in underlying rates and costs.

The counterparties to our market-based transactions are generally highly rated institutions. We perform assessments of their credit risk regularly. Our market-based transactions include a variety of derivative financial instruments, none of which are used for trading or speculative purposes.

For details of our derivative instruments that are presented on the balance sheet, including their fair values as of period end, see Part I—Item 1. Financial Statements, Note 11, "Derivative Instruments and Hedging Activities." On a rolling twelve-month basis, maturities of derivative financial instruments held on September 30, 2019 based on foreign exchange rates as of September 30, 2019 are as follows:



Total			Less than 1 year			1 - 3 years			3 - 5 years		More than 5 years
(In millions)
$	(163.4	)	$	(15.8	)	$	(40.7	)	$	—	$	(106.9	)

Sensitivity Analysis

Our market risk sensitive derivative and other financial instruments, as defined by the SEC, are debt, foreign currency forward contracts, commodity swaps, commodity options, cross currency swaps, forward starting interest rate swaps and warrants. We monitor foreign exchange risk, interest rate risk, commodity risk, equity price risk and related derivatives using a sensitivity analysis.

The following table presents the results of the sensitivity analysis, which reflects the impact of a hypothetical 10% adverse change in each of these risks to our derivative and debt portfolio, with the exception of interest rate risk to our forward starting interest rate swaps in which we have applied an absolute 1% adverse change to the respective instrument's interest rate:



	As of
	September 30, 2019			December 31, 2018
	(In millions)
Estimated fair value volatility
Foreign currency risk:
Forwards	$	(28.1	)	$	(35.1	)
Foreign currency denominated debt	$	(185.5	)	$	(249.3	)
Cross currency swaps	$	(86.8	)	$	(43.3	)
Interest rate risk:
Debt	$	(261.8	)	$	(302.1	)
Forward starting interest rate swaps	$	(161.3	)	$	(126.2	)
Commodity price risk:
Commodity swaps	$	(58.3	)	$	(77.5	)
Commodity options	$	—		$	—
Equity price risk:
Warrants	$	(3.0	)	$	(2.8	)

The volatility of the applicable rates and prices are dependent on many factors that cannot be forecast with reliable accuracy. Therefore, actual changes in fair values could differ significantly from the results presented in the table above.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2019 to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives. Also, we have investments in certain unconsolidated entities that we do not control or manage.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information regarding litigation, other disputes and environmental and regulatory proceedings see Part I—Item 1. Financial Statements, Note 12, "Commitments and Contingencies."

We are also involved in other disputes and legal actions arising in the ordinary course of our business. While it is not feasible to predict or determine the outcome of these proceedings, in our opinion, based on a review with legal counsel, none of these disputes and legal actions are expected to have a material impact on our business, consolidated financial position, results

of operations or cash flows. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I—Item 1A. "Risk Factors" in our Annual Report, which could materially affect our business, financial condition and/or future results. The risks described in our Annual Report and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results. There have been no material changes to the risk factors contained in our Annual Report, except as outlined below.

Our restructuring activities related to our revitalization plan may not be successful and the estimated costs associated with such activities may be more than expected, and our restructuring activities may adversely impact employee hiring and retention.

On October 28, 2019, as part of the revitalization plan, we made the determination to establish Chicago, Illinois as our North American operational headquarters, close our existing office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations. In connection with these consolidation activities, we expect to incur certain cash and non-cash restructuring charges related to employee relocation, severance, retention and transition costs, non-cash asset related costs, lease exit costs in connection with office leases in Denver, Colorado, and other transition activities currently estimated in the range of approximately $120 million to $180 million in the aggregate, the majority of which will be cash charges that will be spread through the balance of this fiscal year and fiscal years 2020 and 2021. These expenses will adversely impact our results of operations during the relevant periods and will reduce our cash position. Additionally, the amount of these estimated expenses, as well as our ability to achieve the anticipated cost savings, revitalization strategy goals and other benefits of our restructuring activities, are subject to various assumptions and uncertainties. We may also experience additional costs in connection with these restructuring activities due to delays or other unforeseen circumstances. There is no assurance that we will successfully implement, or fully realize the anticipated costs and other benefits of our restructuring activities or execute successfully on our restructuring plan, in the time frames we desire or at all. If we fail to realize the anticipated benefits, including ongoing cost savings, or if we incur charges or costs in amounts that are greater than anticipated, our business, financial condition and operating results may be adversely affected.

In addition, in connection with the announcement that we plan to consolidate our office locations, we may experience attrition in our workforce. We will also likely be required to hire and train new employees to replace certain employees who were affected by our restructuring activities. The increased turnover in our employees could distract management and others from the operation of our business and make it more difficult to retain and hire new talent. The turnover and any resulting distraction could also negatively impact the overall performance of our employees, resulting in inefficiencies, higher short- or long-term costs, or decreased productivity. As a result of these or other similar risks, our business, plans, strategies, financial condition and operating results may be adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following are filed or incorporated by reference as a part of this Quarterly Report on Form 10-Q:

(a) Exhibits



Exhibit Number		Document Description
10.1		Extension Agreement, dated as of July 7, 2019, by and among Molson Coors Brewing Company, the Lenders party thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on July 8, 2019).
10.2*		Molson Coors Brewing Company Amended and Restated Change in Control Protection Program dated as of July 18, 2019 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on July 24, 2019).
10.3*		Offer Letter, dated as of July 30, 2019, by and between Molson Coors Brewing Company and Gavin Hattersley (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on July 31, 2019).
31.1		Section 302 Certification of Chief Executive Officer.
31.2		Section 302 Certification of Chief Financial Officer.
32		Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.**
101.SCH		XBRL Taxonomy Extension Schema Document.**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.**
*		Represents a management contract or a compensatory plan or arrangement.
**		Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statements of Operations, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Unaudited Condensed Consolidated Balance Sheets, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, (v) the Unaudited Condensed Consolidated Statements of Stockholders' Equity and Noncontrolling Interests, (vi) the Notes to Unaudited Condensed Consolidated Financial Statements, and (vii) document and entity information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




	MOLSON COORS BREWING COMPANY
	By:		/s/ BRIAN C. TABOLT
			Brian C. Tabolt Vice President and Controller (Principal Accounting Officer) October 30, 2019