MOLSON COORS BREWING CO, 10-Q filed on 7/31/2019
Quarterly Report
v3.19.2
Document and Entity Information Document - shares
6 Months Ended
Jun. 30, 2019
Jul. 25, 2019
Entity Information [Line Items]    
Document Type 10-Q  
Entity Central Index Key 0000024545  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q2  
Current Fiscal Year End Date --12-31  
Amendment Flag false  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2019  
Document Transition Report false  
Entity File Number 1-14829  
Entity Registrant Name Molson Coors Brewing Company  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 84-0178360  
Entity Address, Address Line One 1801 California Street, Suite 4600  
Entity Address, City or Town Denver  
Entity Address, State or Province CO  
Entity Address, Country US  
Entity Address, Postal Zip Code 80202  
City Area Code 303  
Local Phone Number 927-2337  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Common Class A [Member]    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   2,560,668
Common Class B [Member]    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   196,230,312
Class A Exchangeable Shares [Member]    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   2,725,317
Class B Exchangeable Shares [Member]    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   14,839,184
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Class A [Member]    
Entity Information [Line Items]    
Title of 12(b) Security Class A Common Stock, $0.01 par value  
Trading Symbol TAP.A  
Security Exchange Name NYSE  
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Class B [Member]    
Entity Information [Line Items]    
Title of 12(b) Security Class B Common Stock, $0.01 par value  
Trading Symbol TAP  
Security Exchange Name NYSE  
Senior Notes Due 2024 [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]    
Entity Information [Line Items]    
Title of 12(b) Security 1.25% Senior Notes due 2024  
Trading Symbol TAP  
Security Exchange Name NYSE  
CANADA    
Entity Information [Line Items]    
Entity Address, Address Line Two 1555 Notre Dame Street East  
Entity Address, City or Town Montréal  
Entity Address, State or Province QC  
Entity Address, Country CA  
Entity Address, Postal Zip Code H2L 2R5  
City Area Code 514  
Local Phone Number 521-1786  
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Sales $ 3,620.0 $ 3,820.5 $ 6,420.1 $ 6,688.5
Excise taxes (671.7) (735.3) (1,168.5) (1,271.8)
Net Sales 2,948.3 3,085.2 5,251.6 5,416.7
Cost of Goods Sold (1,759.8) (1,739.1) (3,172.8) (3,274.8)
Gross profit 1,188.5 1,346.1 2,078.8 2,141.9
Marketing, general and administrative expenses (769.7) (744.7) (1,424.9) (1,425.8)
Special items, net 49.9 (10.5) 36.9 304.3
Operating income (loss) 468.7 590.9 690.8 1,020.4
Interest income (expense), net (65.6) (76.7) (138.9) (159.9)
Other pension and postretirement benefits (costs), net 8.4 9.9 17.0 19.9
Other income (expense), net (10.9) (1.1) 13.0 0.0
Income (loss) before income taxes 400.6 523.0 581.9 880.4
Income tax benefit (expense) (70.4) (92.2) (102.6) (167.1)
Net Income (loss) 330.2 430.8 479.3 713.3
Net (income) loss attributable to noncontrolling interests (0.8) (6.7) 1.5 (11.1)
Net income (loss) attributable to Molson Coors Brewing Company $ 329.4 $ 424.1 $ 480.8 $ 702.2
Basic net income (loss) attributable to Molson Coors Brewing Company per share:        
Income (Loss) from Continuing Operations, Per Basic Share $ 1.52 $ 1.96 $ 2.22 $ 3.25
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:        
Income (Loss) from Continuing Operations, Per Diluted Share $ 1.52 $ 1.96 $ 2.22 $ 3.24
Weighted average shares - basic (in shares) 216.6 216.0 216.6 215.9
Dilutive effect of share-based awards 0.3 0.5 0.3 0.7
Weighted average shares - diluted (in shares) 216.9 216.5 216.9 216.6
Share-based Payment Arrangement [Member]        
Diluted net income (loss) attributable to Molson Coors Brewing Company per share:        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1.3 1.2 1.3 0.7
v3.19.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jun. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 490.2 $ 1,057.9
Accounts receivable, net 932.3 744.4
Other receivables, net 175.8 126.6
Total inventories, net 698.1 591.8
Other current assets, net 304.0 245.6
Total current assets 2,600.4 2,766.3
Properties, net 4,505.1 4,608.3
Goodwill 8,288.9 8,260.8
Other intangibles, net 13,767.4 13,776.4
Other assets 899.8 698.0
Total assets 30,061.6 30,109.8
Current liabilities:    
Accounts payable and other current liabilities 3,045.6 2,706.4
Current portion of long-term debt and short-term borrowings 1,034.7 1,594.5
Total current liabilities 4,080.3 4,300.9
Long-term debt 8,517.9 8,893.8
Pension and postretirement benefits 725.5 726.6
Deferred tax liabilities 2,199.6 2,128.9
Other liabilities 393.3 323.8
Total liabilities 15,916.6 16,374.0
Capital stock:    
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued) 0.0 0.0
Paid-in capital 6,783.3 6,773.1
Retained earnings 8,103.1 7,692.9
Accumulated other comprehensive income (loss) (1,178.6) (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 13,899.4 13,507.4
Noncontrolling interests 245.6 228.4
Total equity 14,145.0 13,735.8
Total liabilities and equity 30,061.6 30,109.8
Class A common stock, voting [Member]    
Capital stock:    
Common stock - Class A, $0.01 par value (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively); Class B, $0.01 par value (authorized: 500.0 shares; issued and outstanding: 205.7 shares and 205.4 shares, respectively) 0.0 0.0
Total equity 0.0 0.0
Class B common stock, non-voting [Member]    
Capital stock:    
Common stock - Class A, $0.01 par value (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively); Class B, $0.01 par value (authorized: 500.0 shares; issued and outstanding: 205.7 shares and 205.4 shares, respectively) 2.1 2.0
Total equity 2.1 2.0
Class A Exchangeable Shares [Member]    
Capital stock:    
Exchangeable shares - Class A, no par value (issued and outstanding: 2.7 shares and 2.8 shares, respectively); Class B, no par value (issued and outstanding: 14.8 shares and 14.8 shares, respectively) 103.0 103.2
Total equity 103.0 103.2
Class B Exchangeable Shares [Member]    
Capital stock:    
Exchangeable shares - Class A, no par value (issued and outstanding: 2.7 shares and 2.8 shares, respectively); Class B, no par value (issued and outstanding: 14.8 shares and 14.8 shares, respectively) 557.9 557.6
Total equity $ 557.9 $ 557.6
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Net income (loss) including noncontrolling interests $ 330.2 $ 430.8 $ 479.3 $ 713.3
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments 42.1 (255.0) 113.6 (180.9)
Unrealized gain (loss) on derivative instruments (38.3) 36.2 (68.0) 10.4
Reclassification of derivative (gain) loss to income (0.3) 0.7 (0.2) 1.8
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income (0.5) 1.3 (1.1) 3.0
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) 0.8 0.7 1.8 (0.5)
Total other comprehensive income (loss), net of tax 3.8 (216.1) 46.1 (166.2)
Comprehensive income (loss) 334.0 214.7 525.4 547.1
Comprehensive (income) loss attributable to noncontrolling interests (0.5) (5.1) 1.6 (10.3)
Comprehensive income (loss) attributable to Molson Coors Brewing Company 333.5 209.6 527.0 536.8
Consolidated [Member]        
Other comprehensive income (loss), net of tax:        
Comprehensive income (loss) attributable to Molson Coors Brewing Company $ 333.5 $ 209.6 $ 527.0 $ 536.8
v3.19.2
CONSOLIDATED BALANCE SHEETS (PARENTHETICALS) - $ / shares
shares in Millions
Jun. 30, 2019
Dec. 31, 2018
Preferred Stock, Non-voting, No Par Value $ 0.01 $ 0.01
Preferred Stock, Shares Authorized 25.0 25.0
Preferred Stock, Shares Issued 0.0 0.0
Treasury Stock, Shares 9.5 9.5
Common Class A [Member]    
Common Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
Common Stock, Shares Authorized 500.0 500.0
Common Stock, Shares, Issued 2.6 2.6
Common Stock, Shares, Outstanding 2.6 2.6
Common Class B [Member]    
Common Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
Common Stock, Shares Authorized 500.0 500.0
Common Stock, Shares, Issued 205.7 205.4
Class A Exchangeable Shares [Member]    
Exchangeable Stock, No Par Value $ 0 $ 0
Exchangeable Stock, Shares Issued 2.7 2.8
Exchangeable Stock, Shares Outstanding 2.7 2.8
Class B Exchangeable Shares [Member]    
Exchangeable Stock, No Par Value $ 0 $ 0
Exchangeable Stock, Shares Issued 14.8 14.8
Exchangeable Stock, Shares Outstanding 14.8 14.8
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest $ 479.3 $ 713.3
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 429.7 429.6
Amortization of debt issuance costs and discounts 7.5 7.2
Share-based compensation 18.6 25.1
(Gain) loss on sale or impairment of properties and other assets, net (67.7) 0.0
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net (12.4) 38.4
Income tax (benefit) expense 102.6 167.1
Income tax (paid) received (41.4) 20.0
Interest expense, excluding interest amortization 140.5 155.8
Interest paid (140.9) (152.5)
Change in current assets and liabilities (net of impact of business combinations) and other (87.8) (106.2)
Net Cash Provided by (Used in) Operating Activities 828.0 1,297.8
Cash flows from investing activities:    
Additions to properties (310.5) (351.1)
Proceeds from sales of properties and other assets 99.9 4.4
Other 42.8 (50.5)
Net cash provided by (used in) investing activities (167.8) (397.2)
Cash flows from financing activities:    
Exercise of stock options under equity compensation plans 1.4 6.3
Dividends paid (177.4) (177.0)
Payments on debt and borrowings (1,070.8) (2.4)
Net proceeds from (payments on) revolving credit facilities and commercial paper (1.9) (376.1)
Change in overdraft balances and other 12.8 24.5
Net cash provided by (used in) financing activities (1,235.9) (524.7)
Cash and cash equivalents:    
Net increase (decrease) in cash and cash equivalents (575.7) 375.9
Effect of foreign exchange rate changes on cash and cash equivalents 8.0 (1.6)
Balance at beginning of year 1,057.9 418.6
Balance at end of period $ 490.2 $ 792.9
v3.19.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND NONCONTROLLING INTERESTS - USD ($)
$ in Millions
Total
Class A common stock, voting [Member]
Common Class B [Member]
Exchangeable shares issued, Class A
Exchangeable shares issued, Class B
Paid-in capital
Retained earnings
AOCI Attributable to Parent [Member]
Common stock held in treasury, Class B
Noncontrolling interest
Balance at Dec. 31, 2017 $ 13,187.3 $ 0.0 $ 2.0 $ 107.7 $ 553.2 $ 6,688.5 $ 6,958.4 $ (860.0) $ (471.4) $ 208.9
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Shares issued under equity compensation plan (6.4)         (6.4)        
Amortization of share-based compensation 24.9         24.9        
Acquisition of business and purchase of noncontrolling interest (0.1)                 (0.1)
Net income (loss) including noncontrolling interests 713.3           702.2     11.1
Other comprehensive income (loss), net of tax (166.2)             (165.4)   (0.8)
Adoption of New Accounting Standards Update 2014-09 (27.8)           (27.8)      
Contributions from noncontrolling interests 6.4                 6.4
Distributions and dividends to noncontrolling interests (5.5)                 (5.5)
Dividends declared and paid (177.0)           (177.0)      
Balance at Jun. 30, 2018 13,548.9 0.0 2.0 107.7 553.2 6,707.0 7,455.8 (1,025.4) (471.4) 220.0
Balance at Mar. 31, 2018 13,415.8 0.0 2.0 107.7 553.2 6,697.4 7,120.2 (810.9) (471.4) 217.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Shares issued under equity compensation plan (0.6)         (0.6)        
Amortization of share-based compensation 10.2         10.2        
Acquisition of business and purchase of noncontrolling interest (0.1)                 (0.1)
Net income (loss) including noncontrolling interests 430.8           424.1     6.7
Other comprehensive income (loss), net of tax (216.1)             (214.5)   (1.6)
Distributions and dividends to noncontrolling interests (2.6)                 (2.6)
Dividends declared and paid (88.5)           (88.5)     0.0
Balance at Jun. 30, 2018 13,548.9 0.0 2.0 107.7 553.2 6,707.0 7,455.8 (1,025.4) (471.4) 220.0
Balance at Dec. 31, 2018 13,735.8 0.0 2.0 103.2 557.6 6,773.1 7,692.9 (1,150.0) (471.4) 228.4
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Exchange of shares 0.0     (0.2) 0.3 (0.1)        
Shares issued under equity compensation plan (7.9)   0.1     (8.0)        
Amortization of share-based compensation 18.3         18.3        
Acquisition of business and purchase of noncontrolling interest 0.7                 0.7
Net income (loss) including noncontrolling interests 479.3           480.8     (1.5)
Other comprehensive income (loss), net of tax 46.1             46.2   (0.1)
Initial Application Period Cumulative Effect Transition for Accounting Standards Update 2016-02 32.0           32.0      
Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect 0.0           74.8 (74.8)    
Contributions from noncontrolling interests 21.5                 21.5
Distributions and dividends to noncontrolling interests (3.4)                 (3.4)
Dividends declared and paid (177.4)           (177.4)      
Balance at Jun. 30, 2019 14,145.0 0.0 2.1 103.0 557.9 6,783.3 8,103.1 (1,178.6) (471.4) 245.6
Balance at Mar. 31, 2019 13,888.1 0.0 2.0 103.2 557.6 6,776.2 7,862.4 (1,182.7) (471.4) 240.8
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Exchange of shares 0.0     (0.2) 0.3 (0.1)        
Shares issued under equity compensation plan 0.3   0.1     0.2        
Amortization of share-based compensation 7.0         7.0        
Acquisition of business and purchase of noncontrolling interest 0.7                 0.7
Net income (loss) including noncontrolling interests 330.2           329.4     0.8
Other comprehensive income (loss), net of tax 3.8             4.1   (0.3)
Contributions from noncontrolling interests 7.0                 7.0
Distributions and dividends to noncontrolling interests (3.4)                 (3.4)
Dividends declared and paid (88.7)           (88.7)     0.0
Balance at Jun. 30, 2019 $ 14,145.0 $ 0.0 $ 2.1 $ 103.0 $ 557.9 $ 6,783.3 $ 8,103.1 $ (1,178.6) $ (471.4) $ 245.6
v3.19.2
Basis of Presentation and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies 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 six months ended June 30, 2019 are not necessarily indicative of the results that may be achieved for the full year.
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. We also had non-cash activities related to capital expenditures incurred but not yet paid of $149.9 million and $138.0 million for the six months ended June 30, 2019 and June 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 six months ended June 30, 2019 and June 30, 2018. See Note 4, "Investments" for further discussion.
Leases
We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases, which we adopted on January 1, 2019, electing not to adjust comparative periods presented and applying a modified retrospective transition approach as of the effective date of adoption (see Note 2, "New Accounting Pronouncements" for impacts of adoption).
We enter into contractual arrangements for the utilization of certain non-owned assets, primarily real estate and equipment, which are evaluated as finance (previously known as capital) or operating leases upon commencement and are accounted for accordingly. Specifically, under ASC 842, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract. For all contractual arrangements deemed to be leases (other than short-term leases), as of the lease commencement date, we recognize on the consolidated balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use.
For leases that qualify as short-term leases, we have elected, for all classes of underlying assets, to not apply the balance sheet recognition requirements of ASC 842, and instead, we recognize the lease payments in the consolidated statements of
operations on a straight-line basis over the lease term. We have also made the election, for our real estate and certain equipment classes of underlying assets, to account for lease and non-lease components as a single lease component.
Our leases have remaining lease terms of up to approximately 18 years. Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the right-of-use asset and lease liability at commencement includes the impacts of options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various existing economic factors, including real estate strategies, the nature, length, and terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, we generally conclude that the exercise of renewal options would not be reasonably certain in determining the lease term at commencement. Assumptions made at the commencement date are re-evaluated upon occurrence of certain events requiring a lease modification. Additionally, for certain equipment leases involving groups of similar leased assets with similar lease terms, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities.
The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As the rate implicit in the lease is not readily determinable for most of our leases, we use our incremental borrowing rate relative to the leased asset.
Certain of our leases include variable lease payments, including payments that depend on an index or rate, as well as variable payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of our lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of our lease assets and liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Lease-related expense is recorded within either cost of goods sold or marketing, general and administrative expenses on the consolidated statements of operations, depending on the function of the underlying leased asset, with the exception of interest on finance lease liabilities, which is recorded within interest income (expense), net on the consolidated statements of operations.
Montreal Brewery Sale and Leaseback Transaction
In June 2019, we completed the sale of our Montreal brewery for $96.2 million (CAD 126.0 million), resulting in a $61.3 million gain, which was recorded as a special item. In conjunction with the sale, we agreed to lease back the existing property to continue operations on an uninterrupted basis for a period up to 5 years with early termination options at our discretion, while our new brewery in Longueuil, Quebec is being constructed. Accordingly, we have recorded operating lease right-of-use assets and liabilities of approximately CAD 6 million assuming a lease term that is coterminous with the construction of our new brewery, which is currently expected to be operational in 2021. However, due to the uncertainty inherent in our estimates, the term of the brewery lease is subject to reassessment. Once the existing property has been entirely redeveloped by the purchaser, we plan to lease a minor portion of the future space for administrative and other purposes. We have evaluated this transaction pursuant to the accounting guidance for sale and leaseback transactions and concluded that the relevant criteria have been met for full gain recognition upon completion of the transaction in the second quarter of 2019.
Lease Financial Information
For the three and six months ended June 30, 2019, lease expense (including immaterial short-term and variable lease costs) was as follows:
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
 
(In millions)
Operating lease expense
$
18.9

 
$
36.1

Finance lease expense
3.0

 
5.8

Total lease expense
$
21.9

 
$
41.9


Supplemental cash flow information related to leases for the six months ended June 30, 2019 was as follows:
 
Six Months Ended June 30, 2019
 
(In millions)
Cash paid for amounts included in the measurements of lease liabilities:
 
Operating cash flows from operating leases
$
26.2

Operating cash flows from finance leases
$
1.8

Financing cash flows from finance leases
$
1.1

Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities:
 
Operating leases
$
25.6

Finance leases
$


Supplemental balance sheet information related to leases as of June 30, 2019 was as follows:
 
 
As of June 30, 2019
 
Balance Sheet Classification
(In millions)
Operating Leases
 
 
Operating lease right-of-use assets
Other assets
$
157.6

Current operating lease liabilities
Accounts payable and other current liabilities
$
45.2

Non-current operating lease liabilities
Other liabilities
123.0

Total operating lease liabilities
 
$
168.2

 
 
 
Finance Leases
 
 
Finance lease right-of-use assets
Properties, net
$
65.7

Current finance lease liabilities
Current portion of long-term debt and short-term borrowings
$
3.5

Non-current finance lease liabilities
Long-term debt
80.9

Total finance lease liabilities
 
$
84.4

The weighted-average remaining lease term and discount rate as of June 30, 2019 are as follows:
 
Weighted-Average Remaining Lease Term (Years)
 
Weighted-Average Discount Rate
Operating leases
4.7
 
4.2%
Finance leases
9.7
 
6.4%

Based on foreign exchange rates as of June 30, 2019, maturities of lease liabilities are as follows:
 
Operating Leases
 
Finance Leases
 
(In millions)
2019 - remaining
$
26.8

 
$
3.4

2020
47.0

 
36.1

2021
38.2

 
5.9

2022
29.1

 
5.8

2023
20.4

 
5.8

Thereafter
23.1

 
64.4

Total lease payments
$
184.6

 
$
121.4

Less: interest
(16.4
)
 
(37.0
)
Present value of lease liabilities
$
168.2

 
$
84.4


Executed leases that have not yet commenced as of June 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 six months ended June 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


v3.19.2
New Accounting Pronouncements
6 Months Ended
Jun. 30, 2019
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
New Accounting Pronouncements, Policy [Policy Text Block] New Accounting Pronouncements
New Accounting Pronouncements Recently Adopted
Leases
In February 2016, the FASB issued authoritative guidance intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and liabilities on the balance sheet and disclosure of key information about leasing arrangements. We adopted this guidance and all related amendments applying the modified retrospective transition approach to all lease arrangements as of the effective date of adoption, January 1, 2019. As permitted under the guidance, financial statements for reporting periods beginning after January 1, 2019 are presented under the new guidance, while prior period amounts have not been adjusted and continue to be reported and disclosed in accordance with historical accounting guidance. Additionally, for existing leases as of the effective date, we have elected the package of practical expedients available at transition to not reassess the historical lease determination, lease classification and initial direct costs.
For operating leases, the adoption of the new guidance resulted in the recognition of right-of-use assets of approximately $154 million and aggregate current and non-current lease liabilities of approximately $164 million as of January 1, 2019, including immaterial reclassifications of prepaid and deferred rent balances into right-of-use assets. Separately, as a result of the cumulative impact of adopting the new guidance, we recorded a net increase to opening retained earnings of approximately $32 million as of January 1, 2019 with the offsetting impact within other assets, related to our share of the accelerated recognition of deferred gains on non-qualifying and other sale-leaseback transactions by an equity method investment within our Canada segment. Additionally, while our accounting for finance leases remains unchanged at adoption, we have prospectively changed the presentation of finance lease liabilities within the consolidated balance sheets to be presented within current portion of long-term debt and short-term borrowings, and long-term debt, as appropriate. As of January 1, 2019, we reclassified approximately $3 million and $82 million of short-term and long-term finance lease liabilities from accounts payable and other current liabilities and other non-current liabilities to current portion of long-term debt and short-term borrowings and long-term debt, respectively. The adoption of this guidance had no impact to our cash flows from operating, investing, or financing activities. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” for additional discussion on our leasing arrangements.
Accumulated Other Comprehensive Income (Loss)
In February 2018, the FASB issued authoritative guidance intended to improve the usefulness of financial information related to the enactment of the 2017 Tax Act. This guidance provides an option to reclassify from AOCI to retained earnings the stranded tax effects resulting from the change in the U.S. federal corporate income tax rate as a result of the 2017 Tax Act. We adopted this guidance as of January 1, 2019 and elected to reclassify stranded tax effects related to the 2017 Tax Act, resulting in an approximate $75 million increase to retained earnings in the period of adoption. Our policy is to release stranded tax effects from AOCI using either a specific identification approach or portfolio approach based on the nature of the underlying item.
New Accounting Pronouncements Not Yet Adopted
In August 2018, the FASB issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentation of the capitalized implementation costs in the statement of financial position and in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. We are currently evaluating the potential impact on our financial position, results of operations and statement of cash flows upon adoption of this guidance, which will result in the change in presentation of capitalized implementation costs related to hosting arrangements from properties to other assets on the consolidated balance sheet, as well as the expense related to such costs no longer being classified as depreciation expense and cash flows related to those costs no longer being presented as investing activities.
Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited condensed consolidated interim financial statements.
v3.19.2
Segment Reporting
6 Months Ended
Jun. 30, 2019
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
Our reporting segments are based on the key geographic regions in which we operate, which are the basis on which our chief operating decision maker evaluates the performance of the business. Our reporting segments consist of the U.S., Canada, Europe and International. Corporate is not a reportable segment and primarily includes interest and certain other general and administrative costs that are not allocated to any of the operating segments as well as the results of our water resources and energy operations in Colorado and the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment, and all other components are reported within the Corporate segment.
No single customer accounted for more than 10% of our consolidated sales for the three and six months ended June 30, 2019 or June 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
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
 
(In millions)
U.S.
$
2,011.7

 
$
2,072.5

 
$
3,670.9

 
$
3,720.3

Canada
373.0

 
397.4

 
634.0

 
681.2

Europe
538.5

 
586.1

 
901.4

 
960.4

International
58.9

 
67.9

 
106.8

 
125.4

Corporate
0.3

 
0.3

 
0.5

 
0.5

Inter-segment net sales eliminations
(34.1
)
 
(39.0
)
 
(62.0
)
 
(71.1
)
Consolidated net sales
$
2,948.3

 
$
3,085.2

 
$
5,251.6

 
$
5,416.7


 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
 
(In millions)
U.S.
$
401.0

 
$
445.5

 
$
670.4

 
$
707.2

Canada(1)
80.4

 
61.3

 
102.2

 
70.4

Europe
55.8

 
86.8

 
28.3

 
56.9

International
2.5

 
1.3

 
2.2

 
5.0

Corporate(2)
(139.1
)
 
(71.9
)
 
(221.2
)
 
40.9

Consolidated income (loss) before income taxes
$
400.6

 
$
523.0

 
$
581.9

 
$
880.4


(1)
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 six months ended June 30, 2019, we recorded an unrealized mark-to-market loss of approximately $15 million and an unrealized mark-to-market gain of approximately $8 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 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 an unrealized loss of $31.2 million and an unrealized gain of $2.9 million during the three and six months ended June 30, 2019, respectively, compared to an unrealized gain of $45.1 million and an unrealized loss of $39.6 million during the three and six months ended June 30, 2018, respectively.
Income (loss) before income taxes includes the impact of special items. Refer to Note 5, "Special Items" for further discussion.
The following table presents total assets by segment:
 
As of
 
June 30, 2019
 
December 31, 2018
 
(In millions)
U.S.
$
19,085.3

 
$
19,057.1

Canada
4,977.2


4,640.5

Europe
5,510.2


5,430.0

International
278.3


274.1

Corporate
210.6


708.1

Consolidated total assets
$
30,061.6


$
30,109.8


v3.19.2
Investments
6 Months Ended
Jun. 30, 2019
Equity Method Investments and Joint Ventures [Abstract]  
Investments 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 June 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. As of June 30, 2019 and December 31, 2018, our consolidated VIEs are Cobra Beer Partnership, Ltd. ("Cobra U.K."), Grolsch U.K. Ltd. ("Grolsch"), 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 $63.2 million and $35.9 million recorded as of June 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
 
June 30, 2019
 
December 31, 2018
 
Total Assets
 
Total Liabilities
 
Total Assets
 
Total Liabilities
 
(In millions)
RMMC/RMBC
$
213.8

 
$
18.5

 
$
189.8

 
$
35.0

Other
$
29.1

 
$
2.5

 
$
31.0

 
$
5.1


v3.19.2
Special Items
6 Months Ended
Jun. 30, 2019
Unusual or Infrequent Items, or Both [Abstract]  
Special Items 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
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
 
(In millions)
Employee-related charges
 
 
 
 
 
 
 
Restructuring
$
2.6

 
$
1.0

 
$
6.3

 
$
4.9

Impairments or asset abandonment charges
 
 
 
 
 
 
 
U.S. - Asset abandonment
0.4

 
1.3

 
1.2

 
2.8

Canada - Asset abandonment(1)
8.1

 
6.0

 
15.7

 
12.1

Europe - Asset abandonment

 
1.0

 
0.6

 
2.7

Termination fees and other (gains) losses
 
 
 
 
 
 
 
Canada - Gain on sale of brewery(2)
(61.3
)
 

 
(61.3
)
 

International
0.3

 
1.2

 
0.6

 
1.2

Purchase price adjustment settlement gain(3)

 

 

 
(328.0
)
Total Special items, net
$
(49.9
)
 
$
10.5

 
$
(36.9
)
 
$
(304.3
)

(1)
Charges for the three and six months ended June 30, 2019 and June 30, 2018 primarily consist of accelerated depreciation in excess of normal depreciation related to the planned closure of the Vancouver brewery, which we expect will occur 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 36 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.     
(2)
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.
(3)
During the first quarter of 2018, we received $330.0 million from ABI, of which $328.0 million constituted a purchase price adjustment (the "Adjustment Amount"), related to the Miller International Business which was acquired in our acquisition of the remaining portion of MillerCoors which occurred on October 11, 2016. As this settlement occurred
following the finalization of purchase accounting, we recorded the settlement proceeds related to the Adjustment Amount as a gain within special items, net in our unaudited condensed consolidated statement of operations in our Corporate segment and within cash provided by operating activities in our unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2018.
Restructuring Activities
There were no material changes to our restructuring activities since December 31, 2018, as reported in Part II - Item 8. Financial Statements and Supplementary Data, Note 7, "Special Items" in our Annual Report. We continually evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of ongoing and new initiatives. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.
The accrued restructuring balances below 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 9 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
1.9

 
(0.3
)
 
4.3

 
0.2

 
0.2

 
6.3

Payments made
(17.7
)
 
(0.2
)
 
(2.4
)
 
(0.8
)
 
(0.6
)
 
(21.7
)
Foreign currency and other adjustments

 
0.1

 

 

 

 
0.1

As of June 30, 2019
$
5.8


$
1.1

 
$
2.5

 
$

 
$
0.9

 
$
10.3

 
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
2.0

 
(0.8
)
 
2.1

 
1.6

 

 
4.9

Payments made
(0.6
)
 
(1.5
)
 
(2.3
)
 
(0.2
)
 

 
(4.6
)
Foreign currency and other adjustments

 
(0.1
)
 

 

 

 
(0.1
)
As of June 30, 2018
$
2.0


$
1.9

 
$
1.6

 
$
1.6

 
$

 
$
7.1


v3.19.2
Income Tax
6 Months Ended
Jun. 30, 2019
Income Tax Disclosure [Abstract]  
Income Tax Income Tax
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Effective tax rate
18
%
 
18
%
 
18
%
 
19
%
Our effective tax rates during the second quarter and first half of 2019 remained consistent with the prior year comparable periods. The slight decrease in the rate during the first half of 2019 was primarily driven by the recognition of net discrete tax benefits in 2019 versus net discrete tax expense in 2018.
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. Additionally, we continue to monitor the 2017 Tax Act, including proposed regulations which may change upon finalization, as well as yet to be issued regulations and interpretations. If the forthcoming regulations and interpretations change relative to our current understanding and initial assessment of the impacts of the 2017 Tax Act, the resulting impacts could have a material adverse impact on our effective tax rate.
v3.19.2
Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets 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

Foreign currency translation

 
35.5

 
(7.4
)
 

 
28.1

As of June 30, 2019
$
5,928.5


$
892.1

 
$
1,462.0

 
$
6.3

 
$
8,288.9


The following table presents details of our intangible assets, other than goodwill, as of June 30, 2019:
 
Useful life
 
Gross
 
Accumulated
amortization
 
Net
 
(Years)
 
(In millions)
Intangible assets subject to amortization:
 
 
 
 
 
 
 
Brands
 10 - 50
 
$
5,052.1

 
$
(775.5
)
 
$
4,276.6

License agreements and distribution rights
 15 - 28
 
222.4

 
(102.0
)
 
120.4

Other
 2 - 40
 
123.2

 
(32.9
)
 
90.3

Intangible assets not subject to amortization:
 
 
 
 
 
 
 
Brands
 Indefinite
 
8,170.0

 

 
8,170.0

Distribution networks
 Indefinite
 
772.5

 

 
772.5

Other
 Indefinite
 
337.6

 

 
337.6

Total
 
 
$
14,677.8

 
$
(910.4
)
 
$
13,767.4


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 June 30, 2019 are primarily driven by the impact of foreign exchange rates, as a significant amount of intangibles are denominated in foreign currencies.
Based on foreign exchange rates as of June 30, 2019, the estimated future amortization expense of intangible assets is as follows:
Fiscal year
 
Amount
 
 
(In millions)
2019 - remaining
 
$
111.3

2020
 
$
221.6

2021
 
$
215.2

2022
 
$
210.6

2023
 
$
209.7


Amortization expense of intangible assets was $55.2 million and $56.2 million for the three months ended June 30, 2019 and June 30, 2018, respectively and $110.6 million and $112.8 million for the six months ended June 30, 2019 and June 30, 2018, respectively. This expense is primarily presented within marketing, general and administrative expenses on the unaudited condensed consolidated statements of operations.
Annual Goodwill and Indefinite-Lived Intangible Impairment Testing
We 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, resulting in our Europe and Canada reporting units now being considered at risk of impairment.
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 in Part II—Item 8 Financial Statements, Note 10, "Goodwill and Intangible Assets" in our Annual Report.
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 assessment 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 reflected in the performance of the Canada reporting unit in the current year. These industry performance headwinds have been countered, in part, by the benefit of the recent interest rate environment, which has resulted in a decrease in the risk-free rate expected to be included in our current year discount rate calculations. Additionally, 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 prolonged weakened performance within the Canada reporting unit 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 impairment testing, which could result in a goodwill impairment.
While historical performance and current expectations have resulted in fair values of our reporting units and indefinite-lived intangible assets in excess of carrying values, if our assumptions are not realized, it is possible that an impairment charge 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. No such triggering events were identified in the first half of 2019 that resulted in an impairment.
v3.19.2
Debt
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Debt Debt
Debt obligations
 
As of
 
June 30, 2019
 
December 31, 2018
 
(In millions)
Long-term debt:
 
 
 
CAD 500 million 2.75% notes due 2020
$
381.8

 
$
366.6

CAD 500 million 2.84% notes due 2023
381.8

 
366.6

CAD 500 million 3.44% notes due 2026
381.8

 
366.6

$500 million 1.45% notes due 2019(1)
500.0

 
500.0

$500 million 1.9% notes due 2019

 
499.8

$500 million 2.25% notes due 2020(2)(3)
499.4

 
499.0

$1.0 billion 2.1% notes due 2021(3)
1,000.0

 
1,000.0

$500 million 3.5% notes due 2022(2)
507.9

 
509.3

$2.0 billion 3.0% notes due 2026
2,000.0

 
2,000.0

$1.1 billion 5.0% notes due 2042
1,100.0

 
1,100.0

$1.8 billion 4.2% notes due 2046
1,800.0

 
1,800.0

EUR 500 million notes due 2019

 
573.4

EUR 800 million 1.25% notes due 2024
909.8

 
917.4

Finance leases and other(4)
131.1

 
43.0

Less: unamortized debt discounts and debt issuance costs
(60.4
)
 
(64.8
)
Total long-term debt (including current portion)
9,533.2

 
10,476.9

Less: current portion of long-term debt
(1,015.3
)
 
(1,583.1
)
Total long-term debt
$
8,517.9

 
$
8,893.8

 
 
 
 
Short-term borrowings:
 
 
 
Other short-term borrowings(5)
$
19.4

 
$
11.4

Current portion of long-term debt
1,015.3

 
1,583.1

Current portion of long-term debt and short-term borrowings
$
1,034.7

 
$
1,594.5


(1)
On July 15, 2019, we repaid our $500 million 1.45% notes through a combination of cash on hand and proceeds from net commercial paper issuances in July of approximately $400 million.
(2)
The fair value hedges related to these notes have been settled and are being amortized over the life of the respective note.
(3)
During the first quarter of 2019, we entered into 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 economically converted a portion of our $1.0 billion 2.1% senior notes due 2021 and associated interest to EUR denominated, which will result in a EUR interest rate to be received at 0.71%. As of June 30, 2019, we also held outstanding cross currency swaps on our $500 million 2.25% notes due 2020 which result in a EUR interest rate to be received of 0.68%. See Note 11, "Derivative Instruments and Hedging Activities" for further details.
(4)
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.
(5)
As of June 30, 2019, we had $11.9 million in bank overdrafts and $43.4 million in bank cash related to our cross-border, cross-currency cash pool, for a net positive position of $31.5 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 June 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 June 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 June 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 $9.6 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 June 30, 2019 and December 31, 2018, we had $1.5 billion available to draw on our $1.5 billion revolving credit facility, as there were no outstanding borrowings on the revolving credit facility nor was there any outstanding commercial paper. Subsequent to quarter end, we extended the maturity date of our revolving credit facility by one year to July 7, 2024.
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 June 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 June 30, 2019 rank pari-passu.
v3.19.2
Inventories Inventories
6 Months Ended
Jun. 30, 2019
Inventory Disclosure [Abstract]  
Inventories Inventories
 
As of
 
June 30, 2019
 
December 31, 2018
 
(In millions)
Finished goods
$
327.9

 
$
229.8

Work in process
89.7

 
83.4

Raw materials
211.4

 
224.3

Packaging materials
69.1

 
54.3

Inventories, net
$
698.1

 
$
591.8


v3.19.2
Accumulated Other Comprehensive Income (Loss) ("AOCI") Accumulated Other Comprehensive Income (Loss) ("AOCI")
6 Months Ended
Jun. 30, 2019
Statement of Comprehensive Income [Abstract]  
Accumulated Other Comprehensive Income (Loss) (AOCI) 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
84.9

 

 

 

 
84.9

Gain (loss) on net investment hedges
24.3

 

 

 

 
24.3

Unrealized gain (loss) on derivative instruments

 
(90.2
)
 

 

 
(90.2
)
Reclassification of derivative (gain) loss to income

 
(0.3
)
 

 

 
(0.3
)
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income

 

 
(1.8
)
 

 
(1.8
)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)

 

 

 
2.4

 
2.4

Tax benefit (expense)
4.5

 
22.3

 
0.7

 
(0.6
)
 
26.9

Net current-period other comprehensive income (loss)
113.7

 
(68.2
)
 
(1.1
)
 
1.8

 
46.2

Reclassification of stranded tax effects (see Note 2)
(73.3
)
 
(3.8
)
 
2.3

 

 
(74.8
)
As of June 30, 2019
$
(718.3
)
 
$
(72.3
)
 
$
(329.5
)
 
$
(58.5
)
 
$
(1,178.6
)


(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 income:
 
Three Months Ended
 
Six Months Ended
 
 
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
 
 
 
Reclassifications from AOCI
 
Location of gain (loss)
recognized in income
 
(In millions)
 
 
Gain/(loss) on cash flow hedges:
 
 
 
 
 
 
 
 
 
Forward starting interest rate swaps
$
(0.8
)
 
$
(0.7
)
 
$
(1.5
)
 
$
(1.5
)
 
Interest expense, net
Foreign currency forwards
1.5

 
(0.3
)
 
2.3

 
(0.9
)
 
Cost of goods sold
Foreign currency forwards
(0.3
)
 

 
(0.5
)
 

 
Other income (expense), net
Total income (loss) reclassified, before tax
0.4

 
(1.0
)
 
0.3

 
(2.4
)
 
 
Income tax benefit (expense)
(0.1
)
 
0.3

 
(0.1
)
 
0.6

 
 
Net income (loss) reclassified, net of tax
$
0.3

 
$
(0.7
)
 
$
0.2

 
$
(1.8
)
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of defined benefit pension and other postretirement benefit plan items:
 
 
 
 
 
 
 
 
 
Prior service benefit (cost)
$
(0.1
)
 
$
(0.1
)
 
$
(0.2
)
 
$
(0.3
)
 
Other pension and postretirement benefits (costs), net
Curtailment and net actuarial gain (loss)
1.0

 
(1.6
)
 
2.0

 
(3.3
)
 
Other pension and postretirement benefits (costs), net
Total income (loss) reclassified, before tax
0.9

 
(1.7
)
 
1.8

 
(3.6
)
 
 
Income tax benefit (expense)
(0.4
)
 
0.4

 
(0.7
)
 
0.6

 
 
Net income (loss) reclassified, net of tax
$
0.5

 
$
(1.3
)
 
$
1.1

 
$
(3.0
)
 
 
 
 
 
 
 
 
 
 
 
 
Total income (loss) reclassified, net of tax
$
0.8

 
$
(2.0
)
 
$
1.3

 
$
(4.8
)
 
 

v3.19.2
Derivative Instruments and Hedging Activities
6 Months Ended
Jun. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities 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 half 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 will result in a EUR interest rate to be received at 0.71%.
Separately, effective April 3, 2019, we voluntarily early terminated our $500 million cross currency swaps due in 2020 under which we were receiving EUR interest payments at a rate of 0.85%, and concurrently entered into new cross currency swap agreements having a total notional of approximately EUR 445 million ($500 million upon execution) in order to hedge a portion of the foreign currency translation impacts of our European investment. As a result of the swaps, we economically
converted our $500 million 2.25% senior notes due 2020 and associated interest to EUR denominated, which will result in a EUR interest rate to be received of 0.68%. The termination of the original $500 million cross currency swaps resulted in cash receipts of approximately $47 million which were classified as investing activities in our unaudited condensed consolidated statement of cash flows during the second quarter of 2019.
We have designated each of these cross currency swaps as net investment hedges and accordingly, record changes in fair value due to fluctuations in the spot rate to AOCI. The changes in fair value of the swaps attributable to changes other than those due to fluctuations in the spot rate are excluded from the assessment of hedge effectiveness and recorded to interest expense over the life of the hedge.
Derivative Fair Value Measurements
We utilize market approaches to estimate the fair value of our derivative instruments by discounting anticipated future cash flows derived from the derivative's contractual terms and observable market interest, foreign exchange and commodity rates. The fair values of our derivatives also include credit risk adjustments to account for our counterparties' credit risk, as well as our own non-performance risk, as appropriate. The fair value of our warrants to acquire common shares of HEXO at a strike price of CAD 6.00 per share are estimated using the Black-Scholes option-pricing model. As of June 30, 2019 and December 31, 2018, respectively, the assumptions used to estimate the fair value of the HEXO warrants are as follows:
 
As of June 30, 2019
 
As of December 31, 2018
Expected term (years)
2.3

 
2.8

Estimated volatility
71.77
%
 
88.71
%
Risk-free interest rate
1.42
%
 
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 June 30, 2019 and December 31, 2018.
 
 
 
Fair value measurements as of June 30, 2019
 
As of June 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
$
(3.1
)
 
$

 
$
(3.1
)
 
$

Interest rate swaps
(91.0
)
 

 
(91.0
)
 

Foreign currency forwards
3.2