XML 26 R13.htm IDEA: XBRL DOCUMENT v3.10.0.1
Special Items
9 Months Ended
Sep. 30, 2018
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
 
Nine Months Ended
 
September 30, 2018
 
September 30, 2017
 
September 30, 2018
 
September 30, 2017
 
(In millions)
Employee-related charges
 
 
 
 
 
 
 
Restructuring
$
28.7

 
$
0.8

 
$
33.6

 
$
2.1

Impairments or asset abandonment charges
 
 
 
 
 
 
 
U.S. - Asset abandonment(1)
1.4

 
0.1

 
4.2

 
14.5

Canada - Asset abandonment(2)
5.9

 
6.1

 
18.0

 
8.4

Europe - Asset abandonment(3)
0.5

 
1.9

 
3.2

 
7.1

Termination fees and other (gains) losses
 
 
 
 
 
 
 
International(4)
0.1

 

 
1.3

 

Acquisition purchase price adjustment settlement gain(5)

 

 
(328.0
)
 

Europe - Gain on sale of asset(6)

 
(4.8
)
 

 
(4.8
)
Total Special items, net
$
36.6

 
$
4.1

 
$
(267.7
)
 
$
27.3


(1)
Charges for the three and nine months ended September 30, 2018, relate to the planned closure of the Colfax, California cidery, and consist primarily of accelerated depreciation in excess of normal depreciation. Charges for the three and nine months ended September 30, 2017, relate to the closure of the Eden, North Carolina, brewery.
(2)
For both the three and nine months ended September 30, 2018, and September 30, 2017, we incurred charges consisting primarily of accelerated depreciation in excess of normal depreciation related to the planned closures of the Vancouver and Montreal breweries, which are currently expected to occur in 2019 and 2021, respectively.
(3)
For the three and nine months ended September 30, 2018, we incurred charges primarily related to the closure of the Alton brewery, which closed during the second quarter of 2015, and the closure of the Burton South brewery, which closed during the first quarter of 2018. For the three and nine months ended September 30, 2017, we incurred charges consisting primarily of accelerated depreciation in excess of normal depreciation related to the Burton South brewery closure.
(4)
For the three and nine months ended September 30, 2018, we incurred charges related to the exit of our China business.
(5)
On October 11, 2016, we completed the Acquisition for $12.0 billion in cash, subject to a downward adjustment as described in the purchase agreement. This purchase price "Adjustment Amount," as defined in the purchase agreement, required payment to MCBC if the unaudited EBITDA for the Miller International Business for the twelve months prior to closing was below $70 million.
Throughout the process outlined in the purchase agreement, significant uncertainty remained on the ultimate outcome of the Adjustment Amount. As a result, no adjustment to purchase accounting was made through the completion of the measurement period in October 2017. Subsequently, on January 21, 2018, MCBC and ABI entered into a settlement agreement related to the purchase price adjustment under the purchase agreement, and on January 26, 2018, pursuant to the settlement agreement, ABI paid to MCBC $330.0 million, of which $328.0 million constitutes the Adjustment Amount. 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 within our unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2018. MCBC and ABI also agreed to certain mutual releases as further described in the settlement agreement which was filed as an exhibit to a Current Report on Form 8-K filed January 22, 2018.
(6)
During the three and nine months ended September 30, 2017, we completed the sale of land related to our previously closed Plovdiv brewery and received net cash proceeds of $8.2 million and recognized a gain of $4.8 million within special items.
Restructuring Activities
Beginning in 2016, restructuring initiatives related to the integration of MillerCoors after the completion of the Acquisition were implemented in order to operate a more efficient business and achieve cost saving targets which to-date resulted in reduced employment levels by approximately 110 employees. Subsequently, 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 expect to reduce U.S. employment levels by approximately 350 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. 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.
We have continued our ongoing assessment of our supply chain strategies across our segments in order to align with our cost saving objectives. As part of this strategic review, which began in 2014, we have had restructuring activities related to the closure or planned closure of breweries, as well as activities related to business efficiencies. As a result, we have reduced employment levels by a total of 456 employees. Consequently, we recognized severance and other employee-related charges, which we have recorded as special items within our unaudited condensed consolidated statements of operations. We will continue to evaluate our supply chain network and seek opportunities for further efficiencies and cost savings, and we therefore 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 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, 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

 
U.S.
 
Canada
 
Europe
 
International
 
Corporate
 
Total
 
(In millions)
As of December 31, 2016
$
5.1

 
$
5.9

 
$
2.8

 
$
0.2

 
$
0.7

 
$
14.7

Charges incurred and changes in estimates
0.7

 
(0.3
)
 
0.1

 
1.5

 
0.1

 
2.1

Payments made
(5.1
)
 
(1.4
)
 
(1.2
)
 
(0.8
)
 
(0.7
)
 
(9.2
)
Foreign currency and other adjustments

 
0.4

 
0.2

 

 

 
0.6

As of September 30, 2017
$
0.7


$
4.6

 
$
1.9

 
$
0.9

 
$
0.1

 
$
8.2