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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.

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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

2

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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

3

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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.

4

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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.

5

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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.

6

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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.

7

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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.

8

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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.

9

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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.

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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

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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.

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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%

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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.

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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.

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, effective January 1, 2020, we will change our management structure to two business units, our North America and Europe businesses. Accordingly, the segment financial reporting implications, if any, will not be reflected until the first quarter of 2020.

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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.

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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

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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

18

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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

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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

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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.

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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.

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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.

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(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.

Under the terms of each of our debt facilities, we must comply with certain restrictions. These include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold percentages, create or permit liens on assets, and restrictions on mergers, acquisitions, and certain types of sale lease-back transactions. As of September 30, 2019, we were in compliance with all of these restrictions and have met all debt payment obligations. All of our outstanding senior notes as of September 30, 2019 rank pari-passu.

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

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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.

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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.

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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

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(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