Molson Coors Beverage (TAP) 10-K risk factor changes: FY2019 vs FY2018

The reader should carefully consider the following risk factors and the other information contained within this [removed: Annual Report on Form 10-K.][added: report.]

The risks set forth below are those that management believes are most likely to have a material adverse effect on [removed: us, however, are not a comprehensive description of the risks facing our Company.][added: us.]

If the following risks or uncertainties, individually or in combination, actually occur, they may have a material adverse effect on our business, [added: financial conditions,] results of operations [removed: and] [added: or] prospects.

[removed: Risks] [added: Risks] Specific to Our [removed: Company][added: Company]

[removed: The] [added: The] global beer industry [removed: is] [added: and the broader alcohol industry are] constantly evolving, and our position within the global beer industry and our markets in which we operate may fundamentally change.

If we do not successfully transform along with [removed: the] evolving industry and market dynamics, then the result could have a material adverse effect on our business and financial [removed: results.][added: results. The brewing industry has significantly evolved over the years becoming an increasingly global beer market.]

For many years, the industry operated primarily on local presence with modest international expansion achieved through export, license and partnership [removed: arrangements, whereas it has now become increasingly complex as the global consolidation of brewers has resulted in fewer major market participants.][added: arrangements.]

For example, [removed: U.S. and Canada] [added: the North American] beer markets have long consisted of a select number of significant market participants with government-regulated routes to market.

However, evolution in these [added: markets] and [removed: others of] our [added: other] beer [removed: markets] [added: markets,] together with emerging changes to consumer [removed: preferences] [added: preferences,] have introduced a significant [removed: expansion of] [added: increase in] market entrants and resulted in increased consumer choice and market competition, as well as increased government scrutiny.

Specifically, [removed: in the] [added: our] U.S., Canada and [removed: Europe, we] [added: Europe markets] have experienced vast expansion in the craft beer industry along with the expansion of [removed: cider and] [added: cider,] flavored malt [added: beverages (including hard seltzers), and other wellness] beverages.

If our competitors are able to respond more quickly to the evolving trends within the craft beer, [removed: cider and] [added: cider, hard seltzer,] flavored malt beverages [added: and other wellness beverages] categories, or if our new products are not successful, our business and financial results may be adversely impacted.

[added: Furthermore, imported beers also continue to compete aggressively in the U.S.] In Canada, changes to interprovincial trade rules, regulations, distribution models, and packaging requirements, such as government-owned retail outlets and industry standard returnable bottles, may be disadvantageous to us.

Currently, in Ontario and other provinces, provincial governments are reviewing and/or changing this historical foundation as a result of this market evolution and increased demand by some for government intervention to [removed: enhance] [added: increase] competition and choice.

[removed: If] [added: However, if] we are unsuccessful in evolving with, and navigating through, the changes to the markets in which we operate, there could be a [added: material adverse effect on our business and financial results.]

[removed: Competition] [added: Competition] in our markets could require us to reduce prices or increase capital and other expenditures or cause us to lose sales volume, any of which could have a material adverse effect on our business and financial [removed: results.][added: results. In many of our markets, our primary competitors have greater financial, marketing, production and distribution resources than we do, and may be more diverse in terms of their geographies and brand portfolios.]

Further, consolidation of distributors in our industry could reduce our ability to promote our brands in the [removed: market] [added: markets] in a manner that enhances rather than diminishes [removed: their] [added: our brands'] value, as well as reduce our ability to manage our pricing [removed: effectively.][added: effectively and efficiently.]

Moreover, most of our major markets are mature, so growth opportunities may be more limited to us than to our [added: global] competitors.

For example, sales in [removed: the U.S. and Canada] [added: North America] accounted for approximately 80% of our total [removed: 2018] [added: 2019] sales.

[removed: Our] [added: Our] success as an enterprise [added: currently] depends largely on the success of relatively few products in several mature markets specific to the beer industry; if consumer preferences shift away from our [removed: products or] [added: products,] consumption of our products [removed: decline,] [added: decline or we are unable to successfully and timely innovate beyond beer,] our business and financial results could be materially adversely [removed: affected.][added: affected. Our *Coors Light* and *Miller Lite* brands in the U.S., *Coors Light, Molson Canadian*, *Coors Banquet* and *Carling* brands in Canada, and *Carling, Staropramen, Jelen, Bergenbier* and *Coors Light* brands in Europe represented more than half of each respective segment's sales volumes in 2019.]

Additionally, in some of our major markets, specifically [removed: Canada,] the [removed: U.S.] [added: U.S., Canada] and Europe, there has been a shift in consumer preferences within the total beer market away from premium brands to "craft beer" produced by smaller, regional microbreweries, as well as a shift within the total alcohol beverage market from beer to wine and spirits.

Moreover, several of our major markets are mature and we have a significant share in such markets, therefore, small movements in consumer preference, such as consumer shifts away from premium light brands, can [added: also] disproportionately impact our results.

[removed: The] [added: The] success of our business relies heavily on brand image, reputation, product quality and protection of intellectual [removed: property.][added: property. It is important that we maintain and increase the image and reputation of our existing brands and products.]

Concerns about product quality, even when unsubstantiated, could be harmful to our image and [added: the] reputation of our brands and products.

While we have quality control programs in place, in the event we [added: or our third-party manufacturers] experienced an issue with product [removed: quality,] [added: quality or if any of our products become unsafe or unfit for consumption, are misbranded or cause injury,] we may experience recalls or liability in addition to business disruption which could further negatively impact brand image and [removed: reputation and] [added: reputation,] negatively affect our [removed: sales.][added: sales and cause us to incur additional costs.]

We also could be exposed to lawsuits relating to product [removed: liability or] [added: liability,] marketing or sales [removed: practices.][added: practices or intellectual property infringement.]

In addition, because our brands carry family names, personal activities by certain members of the Molson or Coors families that harm their public image or reputation could [added: also] have an adverse effect on our brands.

[added: We cannot be certain that the steps we have taken to protect] our intellectual property rights will be sufficient or that third parties will not infringe upon or misappropriate these [added: rights or that other parties may claim that our brands infringe on their intellectual property] rights.

[removed: Weak,] [added: Weak,] or weakening of, economic or other negative conditions in the markets in which we do [removed: business] [added: business, including reductions in discretionary consumer spending,] could have a material adverse effect on our business and financial [removed: results.][added: results. Beer consumption in many of our markets is closely tied to general economic conditions and a significant portion of our portfolio consists of premium and above premium brands.]

[added: Our significant debt level subjects us to financial and operating risks, and the agreements governing such debt subject us to financial and operating covenants and restrictions.] Our indebtedness subjects us to [added: various] financial and operating covenants, [removed: including] [added: including, but not limited to,] restrictions on priority indebtedness, leverage thresholds, liens, certain types of secured debt and certain types of sale lease-back transactions and transfers of assets, [added: each of] which may limit our flexibility in responding to our business needs.

- limit our flexibility to plan for and adjust to changing business and market [removed: conditions and increase our][added: conditions, including successfully]

[added: execute our revitalization plan, and increase our] vulnerability to general adverse economic and industry [removed: conditions;]

[added: However, should LIBOR no] longer be [removed: available,] [added: available or if] the [removed: rates we pay under certain derivative financial instruments] [added: methods of calculating LIBOR change from their current form, our borrowing costs] could increase, which would negatively affect our profitability, and the attractiveness of borrowings under our current credit facility or future debt issuances could diminish, thereby limiting our access to capital.

[removed: A] [added: A] deterioration in our credit rating could increase our borrowing rates or have an adverse effect on our ability to obtain future financing or refinance current [removed: debt.][added: debt. Ratings agencies may downgrade our credit ratings below their current investment grade levels if we are unable to meet our deleveraging commitments.]

A credit ratings [added: downgrade, particularly a] downgrade [added: below investment grade,] could increase our costs of future borrowing and harm our ability to refinance our debt in the future on acceptable terms or access the capital markets.

[added: Default by, or failure of, one or more of our counterparty financial institutions could cause us to incur significant losses.] As part of our risk management activities, we enter into transactions involving derivative financial instruments, including, among others, forward contracts, commodity swap contracts, option contracts, with various financial institutions.

[added: Our operations face significant exposure to changes in commodity prices, which could materially and adversely affect our business and financial results.] We use a large volume of agricultural and other raw materials, some of which are purchased through supply contracts with third parties, to produce our products, including barley, malted barley, hops, corn, other various starches, water and packaging materials, including aluminum cans and bottles, glass and polyethylene terephthalate containers, as well as, cardboard and other paper products.

For example, in June 2018, U.S. tariffs on aluminum imports from Canada, Mexico and EU went into [removed: effect,] [added: effect (though the U.S. lifted the aluminum tariffs on Canada and Mexico in May 2019),] which has created volatility in the price of aluminum in the U.S. and increased the price of aluminum used in some of our product packaging.

[removed: Unfavorable] [added: Unfavorable] outcomes of legal or regulatory proceedings may adversely affect our business and financial [removed: condition.][added: condition. We are from time to time involved in or subject to legal or regulatory proceedings related to our business.]

[removed: We] [added: We] may incur impairments of the carrying value of our goodwill and other intangible assets which could have a material adverse effect on our business and financial [removed: results.][added: results. In connection with various business combinations, we have historically allocated material amounts of the related purchase prices to goodwill and other intangible assets that are considered to have indefinite useful lives.]

For example, as a result of the Acquisition, we allocated approximately $6.3 billion and $7.6 [added: billion to goodwill and indefinite-lived intangible assets, respectively.]

However, the risks set forth below are not a comprehensive description of the risks facing our Company.

See also "Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995."

In contrast, it has now become increasingly complex as the global consolidation of brewers has resulted in fewer major market participants.

In addition, certain states in the U.S. have passed or are considering passing, and Canada has passed, laws and regulations that allow the sale and distribution of cannabis.

Currently, it is not possible to predict the impact of this on sales of alcoholic beverages but it is possible that legal cannabis usage could adversely impact the demand for our products.

We also compete generally with other alcoholic beverages.

We compete with other beer and beverage companies not only for drinker acceptance and loyalty, but also for shelf, cold box and tap space in retail establishments and for marketing focus by our distributors and their customers, all of which also distribute and sell other beers and alcoholic beverage products.

In addition, the broader alcohol industry is experiencing a rapid shift in drinking preferences and behaviors.

We believe this has been driven by a generational demographic shift away from beer in particular towards other alcoholic and non-alcoholic beverages.

As discussed above, even within the beer industry we have seen a shift away from the traditionally most popular beer brands and segments and a corresponding expansion in the craft beer industry along with the expansion of cider, hard seltzers, flavored malt beverages and other wellness beverages.

Accordingly, we have initiated our revitalization plan, pursuant to which we will strive to achieve more consistent topline growth by expanding beyond beer and into adjacent beverage categories.

More recently, the rapid growth of hard seltzers in the U.S. may have shifted some consumers away from our brands and beer generally.

Furthermore, as part of our revitalization plan, our future topline growth will depend, in part, on our ability to timely innovate and develop new products beyond traditional beer.

In connection with our revitalization plan, we plan to innovate, test and scale products faster than we have before.

However, the launch and ongoing success of new products are inherently uncertain, especially with respect to consumer appeal.

The launch of a new product can give rise to a variety of costs and an

unsuccessful launch or short-lived popularity of our product innovations could, among other things, affect consumer perception of our existing brands and our reputation as well as result in inventory write-offs and other costs.

Our inability to attract consumers to our product innovations relative to our competitors’ products, especially over time, could negatively affect our growth, business, and financial results.

A widespread product recall, multiple product recalls or a significant product liability judgment could cause our products to be unavailable for a period, which could further reduce consumer demand and brand equity.

Our restructuring activities related to our revitalization plan may not be successful and the estimated costs associated with such activities may be more than expected, and our restructuring activities may adversely impact employee hiring and retention. On October 28, 2019, as part of the revitalization plan, we made the determination to establish Chicago, Illinois as our North American operational headquarters, close our existing office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations.

In connection with these consolidation activities, we expect to incur certain cash and non-cash restructuring charges related to employee relocation, severance, retention and transition costs, non-cash asset related costs, lease exit costs in connection with office leases in Denver, Colorado, and other transition activities currently estimated in the range of approximately $120 million to $180 million in the aggregate, the majority of which will be cash charges that we began recognizing in the fourth quarter of 2019, and will be further spread through the balance of fiscal years 2020 and 2021.

In 2019, we recognized aggregate special charges of approximately $43 million related to this estimated range, comprised primarily of severance and retention charges of which approximately $40 million remained accrued as of December 31, 2019.

These expenses will adversely impact our results of operations during the relevant periods and will reduce our cash position.

Additionally, the amount of these estimated expenses, as well as our ability to achieve the anticipated cost savings, revitalization plan goals and other benefits of our restructuring activities, are subject to various assumptions and uncertainties.

We may also experience additional costs in connection with these restructuring activities due to delays or other unforeseen circumstances.

There is no assurance that we will successfully implement, or fully realize the anticipated costs and other benefits of our restructuring activities or execute successfully on our restructuring plan, in the time frames we desire or at all.

If we fail to realize the anticipated benefits, including ongoing cost savings, or if we incur charges or costs in amounts that are greater than anticipated, our business, financial condition and operating results may be adversely affected.

In addition, in connection with the announcement that we plan to consolidate our office locations, we have experienced attrition in our workforce.

As a result, we will be required to hire and train new employees to replace certain employees who were affected by our restructuring activities.

The increased turnover in our employees could distract management and others from the operation of our business and make it more difficult to retain and hire new talent.

The turnover and any resulting distraction could also negatively impact the overall performance of our employees, resulting in inefficiencies, higher short- or long-term costs, or decreased productivity.

As a result of these or other similar risks, our business, plans, strategies, financial condition and operating results may be adversely affected.

conditions;

- require us to make unfavorable changes to our current financing structure;

At this time, it is not possible to predict the effect any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference rates will have on us.

While we have publicly expressed our intention to maintain an investment grade debt rating, ratings are determined by third-party rating agencies.

In addition, our North America business unit is exposed to variability in the market price of a regional premium differential (referred to as “Midwest Premium” in the U.S.) charged by industry participants to deliver aluminum from the smelter to the manufacturing facility.

This premium differential also fluctuates in relation to several conditions, including based on the supply of and demand for aluminum in a particular region, associated transportation costs and warehouse financing transactions, which limit the amount of physical aluminum available to consumers and increases the price differential as a result.

During times of greater volatility in the Midwest Premium, the variability in our cost of goods sold can also increase.

In addition to impacting the price we pay for the raw materials we purchase, changing premium differentials impact our end consumers as we must either pass on the increased cost to those consumers or experience a decrease in our profit margins as a result of the Midwest Premium differential.

The brewing industry has significantly evolved over the years becoming an increasingly global beer market.

material adverse effect on our business and financial results.

See risk factors below under “Risks Specific to the Canadian Segment” for additional risks specific to competition in the Canadian beer market.

In many of our markets, our primary competitors have greater financial, marketing, production and distribution resources than we do, and may be more diverse in terms of their geographies and brand portfolios.

Our Coors Light and Miller Lite brands in the U.S., Coors Light, Molson Canadian, Coors Banquet and Carling brands in Canada, and Carling, Staropramen, Jelen, Bergenbier and Coors Light brands in Europe represented approximately half of each respective segment's sales volumes in 2018.

It is important that we maintain and increase the image and reputation of our existing brands and products.

We cannot be certain that the steps we have taken to protect

Beer consumption in many of our markets is closely tied to general economic conditions and a significant portion of our portfolio consists of premium and above premium brands.

We may not be able to realize anticipated cost and operational synergies from the Acquisition.

The success of the Acquisition will depend, in part, on our ability to realize anticipated cost and operational synergies.

Our success in realizing these cost synergies, and the timing of this realization, depends on the successful integration of our business and operations with the acquired business and operations.

Even if we are able to integrate the acquired businesses and operations successfully, this integration may not result in the realization of the full benefits of the cost and operational synergies of the Acquisition that we currently expect within the anticipated time frame, or at all.

Our debt level, which increased significantly to fund the Acquisition, subjects us to financial and operating risks, and the agreements governing such debt subject us to financial and operating covenants and restrictions.

Should LIBOR no

Failure to comply with our debt covenants could have an adverse effect on our ability to obtain future financing at competitive rates and/or our ability to refinance our existing indebtedness.

Under the terms of each of our debt facilities, we must comply with certain restrictions.

These include restrictions on priority indebtedness (certain threshold percentages of secured consolidated net tangible assets), leverage thresholds, liens, and restrictions on certain types of sale lease-back transactions and transfers of assets.

Failure to comply with these restrictions or maintain our credit rating may result in issues with our current financing structure and potential future financing requirements.

Ratings agencies may downgrade our credit ratings below their current investment grade levels if we are unable to meet our deleveraging commitments.

Default by or failure of one or more of our counterparty financial institutions could cause us to incur significant losses.

Our operations face significant exposure to changes in commodity prices, which could materially and adversely affect our business and financial results.

We are from time to time involved in or subject to legal or regulatory proceedings related to our business.

In connection with various business combinations, we have historically allocated material amounts of the related purchase prices to goodwill and other intangible assets that are considered to have indefinite useful lives.

billion to goodwill and indefinite-lived intangible assets, respectively.

For example, the results of our annual impairment testing completed as of October 1, 2016, indicated that the fair value of the Molson core brand indefinite-lived intangible asset was below its carrying value.

Additionally, during this review, we also reassessed the asset’s indefinite-life classification and determined that the Molson core brands have characteristics that have evolved which now indicate a definite-life is more appropriate.

Additionally, if the on-going integration of the MillerCoors and Miller International Business is unsuccessful due to, for example, unexpected challenges or difficulties, or adverse economic, market or industry conditions, material impairment charges may be incurred in the future.

Our inability to renew or the loss of one or more of these arrangements, as a result of industry consolidation or otherwise, could have a material adverse effect on our business and financial results.

For example, in 2017, our International segment was adversely impacted by the loss of the Modelo brands in Japan.

Our business includes various joint venture and industry agreements which standardize parts of the supply chain system.

We purchase certain types of packaging materials including aluminum cans and bottles, glass bottles and paperboard from a small number of suppliers.

Risks associated with operating our joint ventures may materially adversely affect our business and financial results.

We expect our operations in developing and emerging markets to become more significant to our operating results as we continue to further expand internationally, including in connection with our acquisition of the Miller International Business.

Many countries in which we operate regulate the distribution of alcohol products and if those regulations were changed, it could alter our business practices and have material adverse effect on our business and financial results.

We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and throughout Europe.

Our business is highly regulated by national, state, provincial and local laws and regulations in various jurisdictions regarding such matters as tariffs, licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental matters, ingredient regulations, and other matters.

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 tax rate and cash tax expectations.

Our business could be interrupted and our financial results could be materially adversely impacted by physical risks such as earthquakes, hurricanes, floods, terror attacks and other natural disasters or catastrophic events that damage or destroy one of our breweries or key facilities or the key facilities of our significant suppliers.

We have made a number of acquisitions and entered into several strategic joint ventures.

[removed: See details at] [added: For a complete description of our significant accounting policies, see] Part II—Item 8 Financial Statements and Supplementary Data, [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies."](#sB11811A494A55A06924D81AC36186725)][added: Policies."](#sA42C48CEB929542AB7E77DDEA7FF56A2)]

[removed: Our] [added: *Our] Fiscal [removed: Year][added: Year*]

Unless otherwise indicated, (a) all $ amounts are in [removed: USD and] [added: USD,] (b) comparisons are to comparable prior [removed: periods.][added: periods and (c) 2019, 2018 and 2017 refers to the 12 months ended December 31, 2019, December 31, 2018 and December 31, 2017, respectively.]

[removed: Operational Measures][added: *Operational Measures*]

[removed: Executive Summary][added: Executive Summary]

We are one of the world's largest brewers and have a diverse portfolio of owned and partner brands, including global priority brands [removed: Blue] [added: *Blue] Moon, Coors Banquet, Coors Light, Miller Genuine Draft, Miller [removed: Lite,] [added: Lite,*] and [removed: Staropramen,] [added: *Staropramen*,] regional champion brands [removed: Carling, Molson Canadian] [added: *Carling*, *Molson Canadian*] and other leading country-specific [removed: brands,] [added: brands*,*] as well as craft and specialty beers such as [removed: Creemore Springs, Cobra,] [added: *Creemore Springs*, *Cobra*, *Sharp's] Doom Bar, Henry's [removed: Hard] [added: Hard*] and [removed: Leinenkugel's.][added: *Leinenkugel's*.]

[removed: Our] [added: As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our] success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

[removed: Adoption] [added: Adoption] of Revenue Recognition [removed: Guidance][added: Guidance]

On January 1, 2018, we adopted the FASB's new accounting pronouncement related to revenue [removed: recognition.][added: recognition using the modified retrospective approach, therefore, prior period results were not restated.]

| | [removed: Year Ended December] [added: December] 31, [removed: 2018 | | | | | | | | | | | | | |] [added: 2019] | | | [added: December 31, 2018] | |

| | [removed: (In millions)] [added: (In millions)] | | | | | | | | | | | | | | | | | | |

[removed: | Cost] [added: *Cost] of goods [removed: sold | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |][added: sold*]

[removed: | Marketing,] [added: *Marketing,] general and administrative [removed: expenses | $ | 7.7 | | | $ | 47.3 | | | $ | 4.7 | | | $ | — | | | $ | 59.7 | |][added: expenses*]

| Interest income (expense), net | [removed: $ | — |] [added: (0.2] | | [removed: $] [added: )] | [removed: —] | [added: N/M] | | [removed: $] | [removed: (3.4] [added: —] | [removed: )] | | [removed: $] | — | [added: %] | | [removed: $] [added: —] | [removed: (3.4] | [removed: )] |

[removed: Adoption of Pension] [added: Pension] and Other Postretirement [removed: Benefit Guidance][added: Benefits]

[removed: Summary] [added: Summary] of Consolidated Results of [removed: Operations][added: Operations]

The following table highlights summarized components of our consolidated statements of operations for the years ended December 31, [removed: 2018, December 31, 2017, and] [added: 2019,] December 31, [removed: 2016,] [added: 2018,] and [removed: unaudited pro forma financial information for the year ended] December 31, [removed: 2016.][added: 2017.]

See Part [removed: II-Item] [added: II—Item] 8 Financial Statements and Supplementary Data, “Consolidated Statements of Operations” for additional details of our U.S. GAAP results.

See [removed: details at] Part II—Item 8 Financial Statements and Supplementary Data, [Note 1, "Basis of Presentation and [added: Summary of Significant] Accounting [removed: Policies."](#sB11811A494A55A06924D81AC36186725)][added: Policies"](#sA42C48CEB929542AB7E77DDEA7FF56A2) for additional details.]

| | [removed: For] [added: For] the years [removed: ended | | | |] [added: ended] | | | | | | | | | | | | | | | | |

| | [removed: December] [added: December] 31, [removed: 2018 | | | |] [added: 2019] | | | [removed: December] [added: December] 31, [removed: 2017 |] [added: 2018] | | | [removed: December] [added: December] 31, [removed: 2016 | | | | | | | |] [added: 2017] | |

| | [removed: (In] [added: (In] millions, except percentages and per share [removed: data) | | | |] [added: data)] | | | | | | | | | | | | | | | | |

| Financial volume in [removed: hectoliters(1)] [added: hectoliters] | [removed: 96.627] [added: 92.722] | | | | [removed: (2.9] [added: (4.0] | )% | | [removed: 99.563 | | | | 46.912] [added: 96.627] | | | | [removed: 101.934] [added: (2.9] | [added: )%] | | [added: 99.563] | [removed: (2.3] | [removed: )%] |

| Net sales | $ | [removed: 10,769.6] [added: 10,579.4] | | | [removed: (2.1] [added: (1.8] | )% | | $ | [removed: 11,002.8 |] [added: 10,769.6] | | [removed: $] | [removed: 4,885.0] [added: (2.1] | [added: )%] | | $ | [removed: 10,983.2 | | | 0.2] [added: 11,002.8] | [removed: %] |

| Net income (loss) attributable to MCBC | $ | [removed: 1,116.5] [added: 241.7] | | | [removed: (28.7] [added: (78.4] | )% | | $ | [removed: 1,565.6 |] [added: 1,116.5] | | [removed: $] | [removed: 1,593.9] [added: (28.7] | [added: )%] | | $ | [removed: 291.8 | | | N/M] [added: 1,565.6] | |

| Net income (loss) attributable to MCBC per diluted share | $ | [removed: 5.15] [added: 1.11] | | | [removed: (28.8] [added: (78.4] | )% | | $ | [removed: 7.23 |] [added: 5.15] | | [removed: $] | [removed: 7.47] [added: (28.8] | [added: )%] | | $ | [removed: 1.35 | | | N/M] [added: 7.23] | |

[removed: 2018 Financial Highlights][added: 2019 Financial Highlights]

| • | We generated cash flow from operating activities of approximately [removed: $2.3] [added: $1.9] billion, representing [removed: a 24.9% increase] [added: an 18.6% decrease] from approximately [removed: $1.9] [added: $2.3] billion in [removed: 2017.] [added: 2018.] The [removed: increase] [added: decrease] in operating cash flow in [removed: 2018] [added: 2019] compared to [removed: 2017] [added: 2018] is primarily [removed: related to] [added: driven by cycling] the proceeds received during the first quarter of 2018 of $328.0 million related to the Adjustment Amount [removed: as previously discussed,] [added: (as defined and further discussed in Part II—Item 8 Financial Statements and Supplementary Data, [Note 7, "Special Items"](#sCA9CFEF727375C568FFB0D92801E911C)) related to the settlement agreement between MCBC and ABI,] as well as lower [removed: pension contributions] [added: net income adjusted for non-cash add backs] and [removed: lower interest paid,] [added: higher cash paid for taxes,] partially offset by [removed: unfavorable] [added: favorable] changes in working capital and lower [removed: cash tax receipts.] [added: interest paid.] |

| • | In the U.S. segment, [removed: we reported] income before income taxes [removed: of $1,320.7] [added: decreased 1.4% to $1,301.8] million in [removed: 2018,] [added: 2019,] versus [removed: income of $1,394.2] [added: $1,320.7] million in [removed: 2017,] [added: 2018,] primarily driven by lower [removed: volume,] [added: volume and] cost [removed: of goods sold] inflation, [removed: higher special charges and negative sales mix,] partially offset by [removed: lower marketing, general and administrative expenses and] higher net [removed: pricing.] [added: pricing, cycling special charges in the prior year related to restructuring, and cost savings.] During the year we grew our share of the premium light segment with [removed: Miller Lite,] [added: *Miller Lite*,] which completed its [removed: seventeenth] [added: twenty-first] consecutive quarter of increased segment share, [added: and *Coors Light*, which completed its third consecutive quarter of increased segment share,] according to Nielsen. [removed: Coors Light remained the number two beer in industry share.] In above premium, we [removed: established a foundation for growth by] successfully [removed: introducing Arnold Palmer Spiked, establishing Peroni as] [added: launched *Cape Line* which was among] the [removed: fastest growing European import, and relaunching] [added: industry’s top new franchises in] the [removed: Sol brand. Additionally, Peroni grew] [added: flavored malt beverage category, according to Nielsen, and we also introduced *Sol Chelada* which drove double-digit] volume [removed: for] [added: growth in] the [removed: seventeenth consecutive quarter. Blue Moon] [added: *Sol* Franchise. *Blue Moon*] remained the number one national craft brand in the U.S. [added: and held industry share. Additionally, *Peroni* grew volume for the twenty-first consecutive quarter with growth accelerating significantly in 2019 with support of the brand's first national marking campaign.] |

| • | Our International segment reported a loss before income taxes of [removed: $2.7] [added: $7.7] million in [removed: 2018,] [added: 2019,] compared to a loss of [removed: $19.7] [added: $2.7] million in the prior year, primarily driven by [removed: lower marketing and integration expenses, shifting] [added: higher special charges due] to [removed: a more profitable] [added: an aggregate impairment loss of $12.2 million related to our India] business [removed: model in Mexico, higher net pricing,] along with [added: lower] volume [removed: growth in our focus markets,] [added: and negative geographic mix,] partially offset by [removed: negative foreign currency movements] [added: lower marketing, general] and [removed: increased special charges as a result of formally exiting our China business.] [added: administrative expense and shifting to local production in Mexico.] |

| [removed: •] [added: *•*] | Global priority brand volume decreased [removed: 3.1%] [added: 2.2%] in [removed: 2018] [added: 2019] versus [removed: 2017,] [added: 2018,] due to declines across [removed: Canada,] the [removed: U.S.] [added: U.S., Canada,] and [removed: International,] [added: International] partially offset by growth in Europe. |

| [removed: •] [added: *•*] | [removed: Blue] [added: *Blue] Moon Belgian [removed: White] [added: White*] global brand volume [removed: decreased 0.2%] [added: increased 1.1%] in [removed: 2018] [added: 2019] versus [removed: 2017, due to decline in the U.S., offset] [added: 2018, driven] by growth in Canada, [removed: Europe] [added: International] and [removed: International.] [added: Europe, partially offset by declines in the U.S.] |

| [removed: •] [added: *•*] | [removed: Carling] [added: *Carling*] brand volume in Europe decreased by [removed: 2.5%] [added: 4.8%] versus [removed: 2017,] [added: 2018,] due to lower volumes in the U.K., the brand's primary market. |

| • | [removed: Coors] [added: *Coors*] global brand volume - [removed: Coors Light] [added: *Coors Light*] global brand volume [removed: declined 5.0%] [added: decreased 4.6%] in [removed: 2018] [added: 2019] versus [removed: 2017.] [added: 2018.] The overall volume decrease was [removed: due to] [added: primarily driven by] lower brand volume in the U.S., [removed: Canada and] International, [added: and Canada,] partially offset by growth in Europe. Volumes in the U.S. were lower than prior [removed: year reflective] [added: year, although *Coors Light* gained share] of the U.S. [removed: industry] premium [removed: and premium] light segment [removed: performance.] [added: for the third consecutive quarter.] The declines in [added: International were driven by competitive pressures in Mexico along with economic decline in Puerto Rico. The declines in] Canada are [added: primarily] the result of [added: industry declines due to] ongoing competitive pressures in Quebec and [removed: Ontario and a continued shift in consumer preference to value brands in the West. Coors Banquet] [added: Ontario. *Coors Banquet*] global brand volume decreased [removed: 4.9%] [added: 2.6%] in [removed: 2018] [added: 2019] versus [removed: 2017,] [added: 2018,] driven by the U.S. and [removed: Canada.] [added: Canada, partially offset by the introduction of *Coors Original* in International markets.] |

| • | [removed: Miller] [added: *Miller*] global brand volume - [removed: Miller Lite] [added: *Miller Lite*] global brand volumes [removed: decreased 1.3%] [added: were flat] in [removed: 2018] [added: 2019] versus [removed: 2017,] [added: 2018,] primarily driven by declines in the U.S., partially offset by growth in [added: Canada and] International. However, [removed: Miller Lite] [added: *Miller Lite*] gained share of the U.S. premium light segment for the [removed: seventeenth] [added: twenty-first] consecutive quarter. [removed: Miller] [added: *Miller] Genuine [removed: Draft] [added: Draft*] global brand volume decreased [removed: 3.9%] [added: 6.9%] in [removed: 2018] [added: 2019] versus [removed: 2017,] [added: 2018,] due to decreases in [removed: the U.S., International and Canada, partially offset by growth in Europe.] [added: all segments.] |

| • | [removed: Molson Canadian] [added: *Molson Canadian*] brand volume in Canada decreased [removed: 8.1%] [added: 8.9%] during [removed: 2018] [added: 2019] versus the prior year, primarily driven by [added: industry declines as well as share declines due to] competitive pressures in the [removed: West.] [added: West and Ontario.] |

[removed: Worldwide] [added: Worldwide] Brand [removed: Volume][added: Volume]

Worldwide brand volume (or "brand volume" when discussed by segment) reflects owned brands sold to unrelated external customers within our geographic markets, net of returns and allowances, royalty [removed: volume,] [added: volume and] an adjustment from STWs to STRs [removed: and our proportionate share of equity investment brand volume] calculated consistently with MCBC owned volume.

See Part II—Item 8 Financial Statements and Supplementary Data, [Note 4, [removed: "Acquisition and Investments"](#sB9A089BE9D5E572488D49B9B5A2F1F77) of the Notes] [added: "Investments"](#s70195425236D56F4B0E444596DD13CED)] for further [removed: discussion.][added: information.]

| | [removed: For] [added: For] the years [removed: ended] [added: ended] | | | | | | | | | | | | | |

A discussion related to the results of operations and changes in financial condition for 2018 compared to 2017 has been omitted from this report, unless significant, but may be found in Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2018 Form 10-K, filed with the SEC on February 12, 2019, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website at www.molsoncoors.com.

With centuries of brewing heritage, we craft high-quality, innovative beverages with the purpose of uniting people to celebrate all life’s moments.

*Revitalization Plan*

On October 28, 2019, we initiated a revitalization plan designed to allow us to invest across our portfolio to drive long-term, sustainable success.

As part of this plan, we expect to accelerate investments behind our largest brands, by focusing on recruitment of consumers and by driving relevance with breakthrough marketing and innovating on core brands to attract new legal age drinkers.

We additionally plan to invest significantly in the above premium segment, the fastest growing area of the beer industry, with added investment in existing brands, new innovations and potentially through new acquisitions.

We expect to invest more in whitespace and beyond beer opportunities.

We have had success in the above premium segment, including portfolio transformation in Europe, *Peroni* growth accelerating and *Blue Moon Belgian White* improving in the U.S. and *Belgian Moon* growing in Canada.

However, our revitalization plan is designed to give us the resources we need to invest in our core brands and build in the above premium segment through innovation and potential acquisition and investments, including more investment behind brands like *Saint Archer Gold*, *Blue Moon Light Sky*, and *Coors Pure* in the U.S. and *Coors Slice* and *Molson Ultra* in Canada.

We also intend to expand a “test and learn” approach that allows us to determine market potential for products and then quickly scale up as we are with *Movo* wine spritzers, and *Saint Archer Gold*, both expected to be available nationally in the U.S. in 2020.

We also expect this plan will allow us to invest behind an even stronger second year of *Cape Line* sparkling cocktails and a stronger third year of *Arnold Palmer Spiked* in the U.S. Finally, our pipeline includes the recent introductions of *La Colombe* hard coffee in the U.S., *Pip & Wild* premium ciders in the U.K., and *Vizzy* hard seltzer in the U.S., which we plan to launch early in 2020, and Truss’s expected new line of cannabis-infused non-alcoholic beverages in Canada, subject to and after all of its licenses and regulatory clearances have been obtained, including the recently announced *Flow Glow*, a CBD-infused spring water.

We also expect to put a greater focus on bringing new beverages to the market faster and with more precision.

This includes expanding the model that has reduced the time it takes to bring innovations to market from 18 months to as little as four months in the U.S., and expanding our previously mentioned “test and learn” approach that evaluates market potential for products and then quickly scales up.

As part of the revitalization plan, we also intend to invest in improving our digital competencies, expanding data resources and building out innovation systems.

To make these new investments possible, we plan to unlock approximately $150 million in annual savings, increasing our 2020-2022 cost savings program from $450 million to $600 million, by simplifying our structure.

We also 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.

Effective January 2020, we moved from a corporate center and four business units to two business units - North America and Europe.

The North America business unit consolidates the United States, Canada and corporate center, enabling us to move more quickly with an integrated portfolio strategy.

The Europe business unit allows for standalone operations, developed and supported by a European-based team, including a local leadership, commercial, supply chain and support functions.

The existing International team was reconstituted to more effectively grow our global brands - with the Africa and Asia Pacific businesses reporting into the European business unit and the remaining International business reporting into the North America business unit.

The change in structure to two business units and the resulting financial reporting segment changes will not be reflected until our first quarter 2020 results.

In connection with these consolidation activities, certain impacted employees have been extended an opportunity to continue their employment with the Company in the new organization and locations and, for those not continuing with the Company, certain of such employees have been asked to provide transition assistance and offered severance and retention packages in connection with their termination of service.

After taking into account all changes in each of the business units, including Europe, the plan is expected to reduce employment levels, in aggregate, by approximately 500 to 600 employees globally.

The company expects the costs associated with the restructuring to be substantially recognized by the end of fiscal year 2021.

Further, 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 our office lease 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 we began recognizing in the fourth quarter of 2019, and will be further spread through the balance of fiscal years 2020 and 2021.

In 2019, we recognized aggregate impairment losses of $2.1 million related to the closure of the Denver, Colorado office facility.

Additionally, in 2019 we recognized severance and retention charges of $41.2 million, of which, approximately $40 million remained accrued as of December 31, 2019.

We recognized these charges as special items within our consolidated statements of operations.

Actual severance and retention costs related to this restructuring, which are primarily being recognized ratably over the employees’ required future service period, may differ from original estimates based on actual employee turnover levels prior to achieving severance and retention eligibility requirements.

Employee relocation charges are recognized in the period incurred and were immaterial in 2019.

We also changed our name to Molson Coors Beverage Company in January 2020 in order to better reflect our strategic intent to expand beyond beer and into other growth adjacencies.

In addition to the revitalization plan, we intend to continue our ongoing efforts to modernize our brewery footprint and invest several hundred million dollars to modernize our brewery in Golden, Colorado over the next several years.

These previously planned brewery investments are intended to allow for more flexible capacity to better meet demand and fulfill future growth opportunities, while increasing supply chain efficiency.

| • | In 2019, net income attributable to MCBC decreased 78.4% compared to the prior year primarily driven by the impact of aggregate goodwill and intangible asset impairment losses of $691.9 million, primarily related to our Canada reporting unit. The decrease was also due to lower volume, inflation, restructuring charges and pension and postretirement benefit charges, partially offset by positive global pricing, cost savings, lower incentive compensation, as well as lower interest expense. |

| • | During 2019, we repaid our EUR 500 million variable rate notes, $500 million 1.90% notes, and $500 million 1.45% notes upon their respective maturities throughout the year as part of our deleveraging commitment. |

| • | In our Canada segment, we reported a loss before income taxes of $508.7 million in 2019, versus income of $157.0 million in 2018, primarily driven by the $668.3 million goodwill impairment loss recognized in the third quarter of 2019 as well as the gross profit impacts of volume declines, higher cost of goods sold per hectoliter, Truss joint venture start-up costs, partially offset by positive pricing and lower incentive compensation. See Part II—Item 8 Financial Statements and Supplementary Data, [Note 10, “Goodwill and Intangible Assets”](#s5FAC4A14735651B1BD9DB32AFBB82598) for additional details. |

| • | In our Europe segment, income before income taxes decreased 14.1% to $160.1 million in 2019, versus $186.4 million in 2018, primarily related to increased brand investments, unfavorable foreign currency movements, special charges mainly due to restructuring activities, as well as soft industry demand and inflation, partially offset by positive net pricing and mix and lower incentive compensation. |

| • | *Staropramen* global brand volume, including royalty volume, increased 7.2% during 2019 versus 2018, driven by higher volumes in all major markets for the brand. |

Our worldwide brand volume decreased in 2019 compared to 2018, primarily due to lower volume in all segments primarily driven by challenging industry dynamics.

We have restated our financial statements for 2017 and 2016 due to the correction of errors in the accounting for income taxes related to the deferred tax liabilities for our partnership in MillerCoors.

Accordingly, the Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth below reflect the effects of the restatements.

For 2016, the consolidated statement of operations includes MillerCoors' results of operations for the period from January 1, 2016, to October 10, 2016, on an equity method basis of accounting and from October 11, 2016, to December 31, 2016, on a consolidated basis of accounting.

Where indicated, we have reflected unaudited pro forma financial information for 2016 which gives effect to the Acquisition and the related financing as if they were completed on January 1, 2016, the first day of the Company’s 2016 fiscal year.

Acquisition

On October 11, 2016, we completed the acquisition of SABMiller plc's ("SABMiller") 58% economic interest and 50% voting interest in MillerCoors and all trademarks, contracts and other assets primarily related to the "Miller International Business," as defined in the purchase agreement, outside of the U.S. and Puerto Rico (the "Acquisition") from Anheuser-Busch InBev SA/NV ("ABI").

The Acquisition was completed for $12.0 billion in cash, subject to a downward purchase price 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.

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 consolidated statement of operations in our Corporate segment and within cash provided by operating activities within our consolidated statement of cash flows for the year ended December 31, 2018.

MCBC and ABI also agreed to certain mutual releases as further described in the settlement agreement.

With centuries of brewing heritage, we have been crafting high-quality, innovative products with the purpose of delighting the world's beer drinkers and with the ambition to be the first choice for our consumers and customers.

In 2018, we continued to focus on building our brand strength and transforming our portfolio toward the above premium, flavored malt beverage, craft and cider segments.

Further, we continued to focus on generating higher returns on our invested capital, managing our working capital and delivering a greater return on investment for our shareholders.

This guidance was adopted using the modified retrospective approach, and therefore, prior period results have not been restated.

The following table highlights the impact of this new guidance on summarized components of our consolidated statement of operations for the year ended December 31, 2018, when comparing our current period results of operations under the new guidance, versus our results of operations if historical guidance had continued to be applied.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | U.S. | | | | Canada | | | | Europe | | | | International | | | | Consolidated | | |

| Impact to Consolidated Statement of Operations - Favorable/(Unfavorable): | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | (6.6 | ) | | $ | (47.3 | ) | | $ | (1.7 | ) | | $ | 0.1 | | | $ | (55.5 | ) |

| Gross profit | $ | (6.6 | ) | | $ | (47.3 | ) | | $ | (1.7 | ) | | $ | 0.1 | | | $ | (55.5 | ) |

| Operating income (loss) | $ | 1.1 | | | $ | — | | | $ | 3.0 | | | $ | 0.1 | | | $ | 4.2 | |

| Income (loss) before income taxes | $ | 1.1 | | | $ | — | | | $ | (0.4 | ) | | $ | 0.1 | | | $ | 0.8 | |

These impacts are primarily driven by the reclassification of certain cash payments to customers from marketing, general and administrative expenses to a reduction of revenue, as well as a change in the timing of recognition of certain promotional discounts and cash payments to customers.

See Part I—Item 1.

Financial Statements, [Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"](#sB11811A494A55A06924D81AC36186725) and [Note 2, "New Accounting Pronouncements"](#s9445C975649B50FBA022CDEC7747D271) for further discussion on the adoption of this guidance.

On January 1, 2018, we adopted the FASB's new accounting pronouncement related to the classification of pension and other postretirement benefit costs.

Specifically, the new guidance requires us to report only the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period; while the other components of net benefit cost are now presented in the consolidated statements of operations separately from the service cost component and outside of operating income.

The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable.

We have also determined that only service cost will be reported within each operating segment and all other components will be reported within the Corporate segment.

The guidance related to the income statement presentation of service costs and other pension and postretirement benefit costs is applied retrospectively, while the capitalization of service costs component is applied prospectively.

This adjustment is classification only and had no impact to our consolidated net income.

See [Note 2, "New Accounting Pronouncements](#s9445C975649B50FBA022CDEC7747D271)" for further details including updated historical financial information.

We have presented unaudited pro forma financial information to enhance comparability of financial information between periods.

The unaudited pro forma financial information is based on the historical consolidated financial statements of MCBC and MillerCoors, both prepared in accordance with U.S. GAAP, and gives effect to the Acquisition and the completed financing as if they were completed on January 1, 2016.

Pro forma adjustments are based on items that are factually supportable, are directly attributable to the Acquisition or the related financing, and are expected to have a continuing impact on MCBC's results of operations.

Any non-recurring items directly attributable to the Acquisition or the related financing are excluded in the unaudited pro forma statements of operations.

The unaudited pro forma financial information does not include adjustments for costs related to integration activities following the completion of the Acquisition, cost savings or synergies that have been or

may be achieved by the combined businesses.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

Primary exposures include U.S. [added: Department of] Treasury rates, Canadian government rates and LIBOR.

[removed: Foreign] [added: Foreign] Exchange [removed: Risk][added: Risk]

[removed: Commodity] [added: Commodity] Price [removed: Risk][added: Risk]

[removed: Equity] [added: Equity] Price [removed: Risk][added: Risk]

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, [removed: 2018.][added: 2019.]

See Part II—Item 8 Financial Statements and Supplementary Data, [Note 11, [removed: "Debt"](#s34DD16119D9558EB8D94699B95C5531C)] [added: "Debt"](#s4DE2CE1864555AB7841CBA62BBE4B9FE)] and [Note 16, "Derivative Instruments and Hedging [removed: Activities"](#s6774BA419850570392E209D24F0D8562) of the Notes] [added: Activities"](#s498E8904486B54BC8F42C496720C2CB1)] for further discussion.

| | [removed: Notional] [added: Notional] amounts by expected maturity [removed: date] [added: date] | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: December] [added: December] 31, [removed: 2018] [added: 2019] | | |

| | [removed: Year end] [added: Year end] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | [removed: 2019] [added: 2020] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2023] [added: 2024] | | | | [removed: Thereafter] [added: Thereafter] | | | | [removed: Total] [added: Total] | | | | [removed: Fair value Asset/ (Liability)] [added: Fair value Asset/ (Liability)] | | |

| | [removed: (In millions)] [added: (In millions)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Long-term debt:] [added: Long-term debt:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| CAD 500 million 2.75% notes due 2020 | $ | [removed: —] [added: 384.9] | | | $ | [removed: 366.6] [added: —] | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: 366.6] [added: 384.9] | | | $ | [removed: (368.4] [added: (388.9] | ) |

| CAD 500 million 2.84% notes due 2023 | $ | — | | | $ | — | | | $ | — | | | $ | [removed: —] [added: 384.9] | | | $ | [removed: 366.6] [added: —] | | | $ | — | | | $ | [removed: 366.6] [added: 384.9] | | | $ | [removed: (357.4] [added: (390.2] | ) |

| CAD 500 million 3.44% notes due 2026 | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: 366.6] [added: 384.9] | | | $ | [removed: 366.6] [added: 384.9] | | | $ | [removed: (352.3] [added: (392.0] | ) |

| $500 million [removed: 1.45%] [added: 2.25%] notes due [removed: 2019] [added: 2020] | $ | 500.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 500.0 | | | $ | [removed: (498.1] [added: (503.2] | ) |

| $500 million [removed: 1.90%] [added: 3.5%] notes due [removed: 2019] [added: 2022] | $ | [removed: 500.0] [added: —] | | | $ | — | | | $ | [removed: —] [added: 500.0] | | | $ | — | | | $ | — | | | $ | — | | | $ | 500.0 | | | $ | [removed: (501.6] [added: (517.4] | ) |

| $1.0 billion 2.10% notes due 2021 | $ | — | | | $ | [removed: —] [added: 1,000.0] | | | $ | [removed: 1,000.0] [added: —] | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,000.0 | | | $ | [removed: (968.7] [added: (1,011.6] | ) |

| $2.0 billion 3.0% notes due 2026 | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,000.0 | | | $ | 2,000.0 | | | $ | [removed: (1,813.2] [added: (2,056.2] | ) |

| $1.1 billion 5.0% notes due 2042 | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,100.0 | | | $ | 1,100.0 | | | $ | [removed: (1,020.4] [added: (1,201.9] | ) |

| $1.8 billion 4.2% notes due 2046 | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,800.0 | | | $ | 1,800.0 | | | $ | [removed: (1,529.1] [added: (1,835.5] | ) |

| EUR 800 million 1.25% notes due 2024 | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: —] [added: 897.0] | | | $ | [removed: 917.4] [added: —] | | | $ | [removed: 917.4] [added: 897.0] | | | $ | [removed: (910.8] [added: (927.8] | ) |

| [removed: Foreign] [added: Foreign] currency [removed: management:] [added: management:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cross currency swaps | $ | [removed: —] [added: 500.0] | | | $ | [removed: 500.0] [added: 400.0] | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: 500.0] [added: 900.0] | | | $ | [removed: 36.5] [added: 10.0] | |

| [removed: Interest] [added: Interest] rate [removed: management:] [added: management:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Forward starting interest rate swaps | $ | — | | | $ | [removed: —] [added: 250.0] | | | $ | 250.0 | | | $ | [removed: 250.0] [added: —] | | | $ | — | | | $ | 1,000.0 | | | $ | 1,500.0 | | | $ | [removed: (12.3] [added: (111.5] | ) |

| [removed: Commodity] [added: Commodity] pricing [removed: management:] [added: management:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We hold warrants providing us with the ability to purchase 11.5 million common shares of HEXO, our Truss joint venture partner, at a strike price of CAD 6.00 per [removed: share] [added: share,] which expire on October 4, 2021.

The fair value of our warrant asset at December 31, [removed: 2018,] [added: 2019] was [removed: $19.6] [added: $2.7] million.

[removed: Sensitivity Analysis][added: *Sensitivity Analysis*]

| | [removed: December] [added: December] 31, [removed: 2018] [added: 2019] | | | | [removed: December] [added: December] 31, [removed: 2017] [added: 2018] | | |

| | [removed: (In millions)] [added: (In millions)] | | | | | | |

| [removed: Estimated] [added: Estimated] fair value [removed: volatility] [added: volatility] | | | | | | | |

| Forwards | $ | [removed: (35.1] [added: (25.8] | ) | | $ | [removed: (36.5] [added: (35.1] | ) |

| Foreign currency denominated debt | $ | [removed: (249.3] [added: (194.2] | ) | | $ | [removed: (310.0] [added: (249.3] | ) |

| Cross currency swaps | $ | [removed: (43.3] [added: (89.2] | ) | | $ | [removed: —] [added: (43.3] | [added: )] |

| Debt | $ | [removed: (302.1] [added: (255.4] | ) | | $ | [removed: (311.9] [added: (302.1] | ) |

| Forward starting interest rate swaps | $ | [removed: (126.2] [added: (150.4] | ) | | $ | [removed: —] [added: (126.2] | [added: )] |

| Commodity swaps | $ | [removed: (77.5] [added: (52.9] | ) | | $ | [removed: (43.5] [added: (77.5] | ) |

| Warrants | $ | [removed: (2.8] [added: (0.6] | ) | | $ | [removed: —] [added: (2.8] | [added: )] |

| Forwards | $ | 140.4 | | | $ | 78.6 | | | $ | 18.9 | | | $ | — | | | $ | — | | | $ | — | | | $ | 237.9 | | | $ | 2.1 | |

| Swaps | $ | 391.2 | | | $ | 180.1 | | | $ | 27.1 | | | $ | — | | | $ | — | | | $ | — | | | $ | 598.4 | | | $ | (41.2 | ) |

| Options | $ | 18.4 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 18.4 | | | $ | — | |

| | As of | | | | | | |

| $500 million 2.25% notes due 2020 | $ | — | | | $ | 500.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 500.0 | | | $ | (502.8 | ) |

| $500 million 3.5% notes due 2022 | $ | — | | | $ | — | | | $ | — | | | $ | 500.0 | | | $ | — | | | $ | — | | | $ | 500.0 | | | $ | (496.7 | ) |

| EUR 500 million notes due 2019 | $ | 573.4 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 573.4 | | | $ | (573.7 | ) |

| Forwards | $ | 156.1 | | | $ | 109.2 | | | $ | 59.3 | | | $ | 14.0 | | | $ | — | | | $ | — | | | $ | 338.6 | | | $ | 16.3 | |

| Swaps | $ | 520.7 | | | $ | 268.2 | | | $ | 77.1 | | | $ | 2.4 | | | $ | — | | | $ | — | | | $ | 868.4 | | | $ | (42.0 | ) |

| Options | $ | 46.6 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 46.6 | | | $ | — | |

| | As of | | | | | | |

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors [removed: Brewing] [added: Beverage] Company ("MCBC" or the [removed: "Company"),] [added: "Company") (formerly known as Molson Coors Brewing Company),] principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments and Corporate.

[removed: Our] [added: At December 31, 2019, our] reporting segments [removed: include:] [added: included:] MillerCoors LLC ("MillerCoors" or U.S. segment), operating in the United States; 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 United Kingdom and various other European countries; and Molson Coors International ("MCI" or International segment), operating in various other countries.

[removed: Background][added: Background]

We are one of the world's largest brewers and have a diverse portfolio of owned and partner brands, including global priority brands [removed: Blue] [added: *Blue] Moon, Coors Banquet, Coors Light, Miller Genuine Draft, Miller [removed: Lite,] [added: Lite,*] and [removed: Staropramen,] [added: *Staropramen*,] regional champion brands [removed: Carling, Molson Canadian] [added: *Carling*, *Molson Canadian*] and other leading country-specific brands, as well as craft and specialty beers such as [removed: Creemore Springs, Cobra,] [added: *Creemore Springs*, *Cobra*, *Sharp's] Doom Bar, Henry's [removed: Hard] [added: Hard*] and [removed: Leinenkugel's.][added: *Leinenkugel's*.]

[removed: Our] [added: As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our] success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

[removed: In February 2005, Adolph Coors Company merged with Molson Inc.] Upon completion of the [removed: merger,] [added: Merger,] Adolph Coors Company changed its name to Molson Coors Brewing Company.

[removed: Industry Overview][added: Industry Overview]

[removed: Global] [added: Global] Competitors' Market [removed: Capitalization][added: Capitalization]

To provide a perspective of the relative size of the major participants in the global brewing market, the market capitalizations of our primary global competitors, based on foreign exchange rates as of December 31, [removed: 2018,] [added: 2019,] were as follows:

| | [removed: Market Capitalization] [added: Market Capitalization] | | |

| | [removed: (In billions)] [added: (In billions)] | | |

| Anheuser-Busch InBev SA/NV | $ | [removed: 133.6] [added: 164.6] | |

| Heineken N.V. ("Heineken") | $ | [removed: 51.0] [added: 61.3] | |

| Asahi Group Holdings, Ltd. ("Asahi") | $ | [removed: 18.8] [added: 22.2] | |

| Carlsberg Group ("Carlsberg") | $ | [removed: 16.1] [added: 22.6] | |

[removed: Our Products][added: Our Products]

We have a diverse portfolio of owned and partner brands which are positioned to meet a wide range of consumer segments and occasions in a variety of markets, including [removed: Blue] [added: *Blue] Moon, Coors Banquet, Coors Light, Miller Genuine Draft, Miller [removed: Lite] [added: Lite*] and [removed: Staropramen.][added: *Staropramen*.]

We believe our portfolio encompasses all segments of the beer industry with the purpose of [removed: delighting the world's beer drinkers,] [added: uniting people to celebrate all life’s moments,] including premium and premium lights, economy, above premium and craft, as well as adjacencies such as ciders and other malt beverages.

[removed: Brands] [added: Brands] sold in the [removed: U.S.][added: U.S.]

| [removed: Global] [added: Global] priority [removed: brands] [added: brands] | | [removed: Regional] [added: National] champion [removed: brands] [added: and other regional brands] | | [removed: Craft] [added: Craft] and import [removed: brands] [added: brands] |

| [removed: Blue Moon] [added: *Blue Moon*] | | [removed: Hamm's] [added: *Hamm's*] | | [removed: Grolsch(1)] [added: *Hop Valley*] |

| [removed: Coors Banquet] [added: *Coors Banquet*] | | [removed: Icehouse] [added: *Icehouse*] | | [removed: Hop Valley] [added: *Leinenkugel's*] |

| [removed: Coors Light] [added: *Coors Light*] | | [removed: Keystone] [added: *Keystone*] | | [removed: Leinenkugel's] [added: *Peroni Nastro Azurro(1)*] |

| [removed: Miller] [added: *Miller] Genuine [removed: Draft] [added: Draft*] | | [removed: Mickey's] [added: *Mickey's*] | | [removed: Peroni Nastro Azurro(1)] [added: *Pilsner Urquell(1)*] |

| [removed: Miller Lite] [added: *Miller Lite*] | | [removed: Miller64] [added: *Miller64*] | | [removed: Pilsner Urquell(1)] [added: *Revolver*] |

| | | [removed: Miller] [added: *Miller] High [removed: Life] [added: Life*] | | [removed: Revolver] |

| | | [removed: Milwaukee's Best] | | [removed: Saint Archer] [added: *Milwaukee's Best*] |

| | | [removed: Olde English] [added: *Olde English*] | | [removed: Sol(2)] [added: *Terrapin*] |

| | | [removed: Steel Reserve] [added: *Steel Reserve*] | | [removed: Terrapin] |

| [removed: Hard] [added: Hard] cider [removed: brands] [added: brands] | | [removed: Flavored] [added: Flavored] malt [removed: beverages] [added: beverages] | | |

| [removed: Crispin] [added: *Crispin*] | | [removed: Arnold] [added: *Arnold] Palmer [removed: Spiked(3)] [added: Spiked(3)*] | | |

| [removed: Smith & Forge] | | [removed: Henry's Hard] [added: *Henry's Hard*] | | |

| | | [removed: Redd's(4)] [added: *Redd's(4)*] | | |

| | | [removed: Steel] [added: *Steel] Reserve Alloy [removed: Series] [added: Series*] | | |

[removed: Brands] [added: Brands] sold in [removed: Canada][added: Canada]

| [removed: Global] [added: Global] priority [removed: brands] [added: brands] | | [removed: National] [added: National] champion and other regional [removed: brands] [added: brands] | | [removed: Craft] [added: Craft] and import [removed: brands] [added: brands] |

| [removed: Belgian Moon] [added: *Belgian Moon*] | | [removed: Carling] [added: *Aquarelle*] | | [removed: Brasseurs] [added: *Brasseurs] de [removed: Montréal] [added: Montréal*] |

| [removed: Coors Banquet] [added: *Coors Original*] | | [removed: Carling Black Label] [added: *Carling*] | | [removed: Creemore Springs] [added: *Creemore Springs*] |

| [removed: Coors Light] [added: *Coors Light*] | | [removed: Keystone] [added: *Carling Black Label*] | | [removed: Granville Island] [added: *Granville Island*] |

| | | [removed: Molson Canadian] [added: *Molson Canadian*] | | [removed: Leinenkugel's] |

As further discussed below, in January 2020, we changed our management structure to two business units, our North America and Europe businesses.

Accordingly, the segment reporting implications will not be reflected until the first quarter of 2020.

With centuries of brewing heritage, we craft high-quality, innovative beverages with the purpose of uniting people to celebrate all life’s moments.

In February 2005, Adolph Coors Company merged with Molson Inc. ("the Merger").

In January 2020, we changed our name from Molson Coors Brewing Company to Molson Coors Beverage Company, as further discussed below.

Revitalization Plan

On October 28, 2019, we initiated a revitalization plan designed to allow us to invest across our portfolio to drive long-term, sustainable success.

As part of our revitalization plan, we made the determination to establish Chicago, Illinois as our North American operational headquarters, close our existing office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations.

Effective January 2020, we moved from a corporate center and four business units to two business units - North America and Europe.

The North America business unit consolidates the United States, Canada and corporate center, enabling us to move more quickly with an integrated portfolio strategy.

The Europe business unit allows for standalone operations, developed and supported by a European-based team, including local leadership, commercial, supply chain and support functions.

The existing International team was reconstituted to more effectively grow our global brands - with the Africa and Asia Pacific businesses reporting into the European business unit and the remaining International business reporting into the North America business unit.

The change in structure to two business units and the resulting financial reporting segment changes will not be reflected until our first quarter 2020 results.

We also changed our name from Molson Coors Brewing Company to Molson Coors Beverage Company, in January 2020 in order, to better reflect our strategic intent to expand beyond beer and into other growth adjacencies in the beverage industry.

Changing consumer trends are also pushing the industry toward above premium beer, flavored malt beverages, and beyond beer altogether.

| MCBC | $ | 11.8 | |

Additionally, as we continue to evolve our strategy and portfolio to appeal to the ever-changing preferences of our consumer base, we are also broadening our range of products and offerings within our portfolio to include other beverage categories outside of traditional beer, including our emerging plans in the non-alcoholic beverage segment.

| | | *Miller High Life* | | *Saint Archer* |

| *Smith & Forge* | | *Cape Line* | | |

| *Miller Genuine Draft* | | *Coors Edge* | | *Le Trou du Diable* |

| *Miller Lite* | | *Coors Slice* | | |

| | | *Exel* | | |

| | | *Keystone* | | |

| | | *Mad Jack* | | |

| | | *Molson Ultra* | | |

| *Heineken 0.0* | | *Moretti* | | |

| | | *Kamenitza* | | *Cobra* |

| | | | | *Pardubicky Pivovar* |

| | | | | *Redd's* |

No single customer accounted for more than 10% of our consolidated sales in 2019, 2018 or 2017.

Effective January 1, 2020, as part of our revitalization plan, we changed our management structure to two business units - North America and Europe.

The resulting financial reporting segment changes will not be reflected until our first quarter 2020 results.

| • | Currently operating seven primary breweries, six craft breweries and two container operations. In January 2020, we announced plans to cease production at our Irwindale, California brewery, which is currently expected to occur by September 2020, and entered into an option agreement with Pabst Brewing Company, LLC, granting them an option to purchase the Irwindale brewery. Products produced in the Irwindale brewery will be transitioned to other breweries in our network. See Part II—Item 8 Financial Statements and Supplementary Data, [Note 7, "Special Items"](#sCA9CFEF727375C568FFB0D92801E911C) for additional details. |

| | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |

| | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |

In 2019, excise taxes on malt beverages were approximately $15 per hectoliter sold on a reported basis.

| • | Headquarters: Toronto, Ontario (transitioning to North America operational headquarters in Chicago, Illinois in 2020) |

Additionally, in 2019 *Belgian Moon* was the largest selling craft beer in Canada.

In addition, we have an agreement with Heineken that grants us the right to import, market, distribute and sell certain Heineken products in Canada.

Truss has been preparing for the launch of cannabis-infused products in the Canadian market, including the construction of a production facility in Belleville, Ontario.

With centuries of brewing heritage, we have been crafting high-quality, innovative products with the purpose of delighting the world's beer drinkers and with the ambition to be the first choice for our consumers and customers.

Acquisition

On October 11, 2016, we completed the acquisition of SABMiller plc's ("SABMiller") 58% economic interest and 50% voting interest in MillerCoors and all trademarks, contracts and other assets primarily related to the "Miller International Business," as defined in the purchase agreement, outside of the U.S. and Puerto Rico (the "Acquisition") from Anheuser-Busch InBev SA/NV ("ABI").

The Acquisition was completed 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.

Under the purchase agreement, we retained the rights to all of the brands in the MillerCoors portfolio at the time of the Acquisition for the U.S. and Puerto Rican markets, including import brands such as Peroni and Pilsner Urquell, as well as obtained full ownership of the Miller brand portfolio outside of the U.S. and Puerto Rico.

Additionally, in consolidating control of MillerCoors, we expect we will further improve our scale and agility, benefit from significantly enhanced cash flows from operations, and capture substantial operational synergies.

We believe the purchase of the Miller brand trademarks outside of the U.S. and Puerto Rico provides a strategic opportunity to leverage the iconic Miller trademark globally alongside our trademarks for Coors and Staropramen, and presents volume and profit growth opportunities in both core markets and emerging markets.

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 consolidated statement of operations in our Corporate segment and within cash provided by operating activities within our consolidated statement of cash flows for the year ended December 31, 2018.

MCBC and ABI also agreed to certain mutual releases as further described in the settlement agreement.

| MCBC | $ | 12.2 | |

| Miller Genuine Draft | | Mad Jack | | Henry's Hard |

| Miller Lite | | Miller High Life | | Le Trou du Diable |

| | | Molson Canadian Cider | | |

| Amstel Light | | Desperados | | |

| Murphy's | | Moretti | | |

| Newcastle | | Sol | | |

| | | Kamenitza | | Birradamare |

| | | Niksicko | | Cobra |

| | | | | Grolsch |

| | | | | Molson Canadian |

Prior to the Acquisition completed on October 11, 2016, MCBC owned a 50% voting and 42% economic interest in MillerCoors (which was originally formed on July 1, 2008, as a joint venture between MCBC and SABMiller), and MillerCoors was accounted for under the equity method of accounting.

Following the completion of the Acquisition, MillerCoors became a wholly-owned subsidiary of MCBC and its results were fully consolidated by MCBC prospectively beginning on October 11, 2016.

| • | Headquarters: Toronto, Ontario |

As a result of the Acquisition, the Miller brands returned to our Canada business.

We also use hedging instruments to mitigate the risk of volatility in certain commodities and foreign exchange markets.

Corrugate is purchased from a small number of sources with contracts through December 2020 and March 2021 and we are in the process of extending two additional contracts which expired in 2018, however, supply has continued without issue while these are being negotiated.

We also have an agreement with Asahi to brew and package Asahi Super Dry and Asahi Select for export to the U.S. market.

Note that the sum of the percentages below may not equal 100% due to rounding.

| (1) | The decrease in MCBC's share in 2015 was largely driven by the loss of the contract with Miller Brewing Company ("Miller"), under which we had exclusive rights to distribute certain Miller brands in Canada and was terminated effective March 2015. As a result of the Acquisition, beginning October 11, 2016, these Miller brands returned to our Canada business. |

| • | Headquarters: Prague, Czech Republic |

| • | Currently operating twelve primary breweries, five craft breweries and one cidery |

Additionally, as a result of the Acquisition, we began selling Miller Genuine Draft in various European countries.

Effective January 1, 2017, European markets including Sweden, Spain, Germany, Ukraine and Russia, which were previously reported under our International segment, are reported within our Europe segment.

Additionally, in January 2017, we purchased a controlling interest in the Spanish craft brewery La Sagra Brew.

Located near Madrid, La Sagra expands our craft portfolio in the world's 11th largest beer market and offers a new distribution partner in Spain for Blue Moon Belgian White, the largest craft brand in the U.S. In July 2017, we also completed the purchase of Birradamare, a small Italian craft brewery based just outside of Rome, which gives us an opportunity to develop its special brands in Italy and select export markets.

In January 2018, we purchased Aspall Cider Limited in the U.K., which will strengthen the U.K. portfolio with a premium top ten cider as well as a cider production facility.

which cover our requirements through 2019.

Based on current data, we estimate that the Europe beer market increased in 2018 compared to 2017, driven by increased beer consumption versus last year in some of the largest regions in which we operate.

[removed: Litigation] [added: *Litigation] and other [removed: disputes][added: disputes*]

For information regarding litigation, other disputes and environmental and regulatory proceedings see Part II—Item 8 Financial Statements and Supplementary Data, [Note 18, "Commitments and [removed: Contingencies"](#sBC77BCF86FDA5F05AC59B70FF65D6F6F) of the Notes.][added: Contingencies."](#sBD90C6F96837545D96967529207FBC19)]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: (Mark One)] [added: (Mark One)] | |

| [removed: ý] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: | For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018 | |][added: 2019]

| [removed: o] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

| [removed: For] [added: For] the transition period from ______ to ______ [removed: .] [added: .] | |

[removed: Commission] [added: Commission] File [removed: Number: 1-14829][added: Number: 1-14829]

[removed: ][added: ]

[removed: Molson] [added: Molson] Coors [removed: Brewing Company][added: Beverage Company]

[removed: | DELAWARE | | 84-0178360 |][added: Delaware]

[removed: |] (State or other jurisdiction of incorporation or organization) [removed: | | (I.R.S. Employer Identification No.) |]

[removed: | 1801 California Street, Suite 4600, Denver, Colorado 1555] [added: 1555] Notre Dame Street [removed: East, Montréal, Québec, Canada | | 80202 H2L 2R5 |][added: East, Montréal, Québec, Canada]

[removed: |] (Address of principal executive offices) [removed: | | (Zip Code) |]

[removed: 303-927-2337 (Colorado)][added: 303\-927-2337 (Colorado)]

[removed: 514-521-1786 (Québec)][added: 514\-521-1786 (Québec)]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Trading symbols | | Name] of each exchange on which [removed: registered] [added: registered] |

| Class A Common Stock, $0.01 par value | | [added: TAP.A | |] New York Stock Exchange |

| Class B Common Stock, $0.01 par value | | [added: TAP | |] New York Stock Exchange |

| [added: 1.25%] Senior [removed: Floating Rate] Notes due [removed: 2019] [added: 2024] | | [added: TAP | |] New York Stock Exchange |

[removed: YES ý NO o][added: Yes ☒ No ☐]

[removed: YES o NO ý][added: Yes ☐ No ☒]

[removed: |] Large accelerated filer [removed: ý | |] [added: ☒] Accelerated filer [removed: o | |] [added: ☐] Non-accelerated filer [removed: o | |] [added: ☐] Smaller reporting company [removed: o | |] [added: ☐] Emerging growth company [removed: o |][added: ☐]

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant at the close of business on the last trading day of the registrant's most recently completed second fiscal quarter, June [removed: 29, 2018,] [added: 28, 2019,] was approximately [removed: $12.4] [added: $10.2] billion based upon the last sales price reported for such date on the New York Stock Exchange and the Toronto Stock Exchange.

For purposes of this disclosure, shares of common and exchangeable stock held by [removed: persons holding more than 10% of the outstanding shares of stock and shares owned by] officers and directors of the registrant [added: (and their respective affiliates)] as of June [removed: 29, 2018,] [added: 28, 2019,] are excluded in that such persons may be deemed to be affiliates.

The number of shares outstanding of each of the registrant's classes of common stock, as of February [removed: 7, 2019:][added: 5, 2020:]

[removed: |] Class A Common Stock—2,560,668 shares [removed: | |] Class B Common [removed: Stock—196,042,622] [added: Stock—196,269,611] shares [removed: |]

[removed: Exchangeable shares:][added: *Exchangeable shares:*]

As of February [removed: 7, 2019,] [added: 5, 2020,] the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

[removed: Documents] [added: Documents] Incorporated by [removed: Reference:] [added: Reference:] Portions of the registrant's definitive proxy statement for the registrant's [removed: 2019] [added: 2020] annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant's fiscal year ended December 31, [removed: 2018,] [added: 2019,] are incorporated by reference under Part III of this Annual Report on Form 10-K.

[removed: MOLSON] [added: MOLSON] COORS [removed: BREWING] [added: BEVERAGE] COMPANY AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: INDEX][added: INDEX]

| | | | [removed: Page] [added: Page] |

[removed: | Glossary] [added: Glossary] of Terms and [removed: Abbreviations | | | [2](#s9ED9F5C9CBF355D1B710F43D42FE58DF) |][added: Abbreviations]

[removed: | [PART I.](#sDCCB334BAA33597AAA4D9CAA53F1D856) | | | |][added: PART I]

| [Item [removed: 1.](#s75B0210C36D35A59BDE8CF7E0BD8819F)] [added: 1.](#s4B148D4ABD2F5357874C30F1C21A8052)] | | [removed: [Business](#s75B0210C36D35A59BDE8CF7E0BD8819F)] [added: [Business](#s4B148D4ABD2F5357874C30F1C21A8052)] | [removed: [4](#s75B0210C36D35A59BDE8CF7E0BD8819F)] [added: [4](#s4B148D4ABD2F5357874C30F1C21A8052)] |

| [Item [removed: 1A.](#s2653C3F5C0A65895AEB556616AC17E65)] [added: 1A.](#s3BD2A7FB7FF858879D617F9B00128555)] | | [Risk [removed: Factors](#s2653C3F5C0A65895AEB556616AC17E65)] [added: Factors](#s3BD2A7FB7FF858879D617F9B00128555)] | [removed: [20](#s2653C3F5C0A65895AEB556616AC17E65)] [added: [20](#s3BD2A7FB7FF858879D617F9B00128555)] |

| [Item [removed: 1B.](#s855AF509FEFD5E389488196E9B6D90D4)] [added: 1B.](#s09D9C510F2805D14BD145698F1FF80A1)] | | [Unresolved Staff [removed: Comments](#s855AF509FEFD5E389488196E9B6D90D4)] [added: Comments](#s09D9C510F2805D14BD145698F1FF80A1)] | [removed: [32](#s855AF509FEFD5E389488196E9B6D90D4)] [added: [33](#s09D9C510F2805D14BD145698F1FF80A1)] |

| OR | |

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

84-0178360

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

80202

H2L 2R5

(Zip Code)

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

Yes ☒ No ☐

Yes ☒ No ☐

YES ☐ NO ☒

Class A Exchangeable Shares—2,725,130 shares Class B Exchangeable Shares—14,826,035 shares

| [Signatures](#s2FB1B9E4DF275C8C9766C43279C1AB1E) | | | [164](#s2FB1B9E4DF275C8C9766C43279C1AB1E) |

| | |

| --- | --- |

| | |

| Acquisition | Refers to the acquisition of SABMiller plc's ("SABMiller") 58% economic interest and 50% voting interest in MillerCoors LLC and all trademarks, contracts and other assets primarily related to the "Miller International Business," as defined in the purchase agreement dated November 15, 2015, as amended, by and between Anheuser-Busch InBev SA/NV ("ABI") and Molson Coors Brewing Company, outside of the U.S. and Puerto Rico from ABI, on October 11, 2016. |

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.

10-K 1 tap2018123110-k.htm 10-K

| OR | |

| | | |

| --- | --- | --- |

| 1.25% Senior Notes due 2024 | | New York Stock Exchange |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Class A Exchangeable Shares—2,757,201 shares | | Class B Exchangeable Shares—14,807,311 shares |

| [Signatures](#s8B4DB29893135B83930C6E53DDF351CF) | | | [184](#s8B4DB29893135B83930C6E53DDF351CF) |

Although we believe these sources to be reliable, we have not independently verified the accuracy or completeness of the information.

As of February 12, [removed: 2019,] [added: 2020,] our major facilities were owned (unless otherwise indicated) and are as follows:

| [removed: Facility] [added: Facility] | | [removed: Location] [added: Location] | | [removed: Character] [added: Character] |

| [removed: U.S. Segment] [added: U.S. Segment] | | | | |

| Administrative offices | | Chicago, Illinois(1) | | U.S. segment [added: operational] headquarters |

| | | Fort Worth, [removed: Texas] [added: Texas(2)] | | Brewing and packaging |

| | | Irwindale, [removed: California] [added: California(3)] | | Brewing and packaging |

| | | Milwaukee, [removed: Wisconsin(2)] [added: Wisconsin] | | Brewing and packaging |

| Container operations | | Wheat Ridge, [removed: Colorado(3)] [added: Colorado(4)] | | Bottling manufacturing facility |

| | | Golden, [removed: Colorado(3)] [added: Colorado(4)] | | Can and end manufacturing facilities |

| [removed: Canada Segment] [added: Canada Segment] | | | | |

| | | Toronto, Ontario | | Canada segment [added: operational] headquarters |

| Brewery/packaging plants | | Montréal, [removed: Québec(4)] [added: Québec(5)] | | Brewing and packaging |

| | | Toronto, [removed: Ontario(4)] [added: Ontario(5)] | | Brewing and packaging |

| | | [removed: Vancouver,] [added: Chilliwack,] British [removed: Columbia(5)] [added: Columbia(6)] | | Brewing and packaging |

| [removed: Europe Segment] [added: Europe Segment] | | | | |

| [removed: Administrative offices] | | Prague, Czech Republic | | Europe segment [removed: headquarters] [added: administrative office] |

| Brewery/packaging plants | | Apatin, [removed: Serbia(6)] [added: Serbia(7)] | | Brewing and packaging |

| | | Burton-on-Trent, [removed: U.K.(6)] [added: U.K.(7)] | | Brewing and packaging |

| | | Ploiesti, [removed: Romania(6)] [added: Romania(7)] | | Brewing and packaging |

| | | Prague, Czech [removed: Republic(6)] [added: Republic(7)] | | Brewing and packaging |

| | | Tadcaster Brewery, Yorkshire, [removed: U.K.(6)] [added: U.K.(7)] | | Brewing and packaging |

| (2) | The Golden, Trenton, [removed: Albany, Elkton] [added: Elkton, Albany] and [removed: Milwaukee] [added: Fort Worth] breweries collectively account for approximately [removed: 75%] [added: 78%] of our U.S. production. |

| [removed: (3)] [added: (4)] | The Wheat Ridge and [removed: Golden] [added: Golden,] Colorado facilities are leased from us by RMBC and RMMC, respectively. |

| [removed: (6)] [added: (7)] | The Burton-on-Trent, Prague, Ploiesti, Apatin and Tadcaster breweries collectively account for approximately 71% of our Europe production. |

We own and lease various warehouses, distribution centers and office spaces throughout the United States, [removed: Canada] [added: Canada, Europe] and [removed: Europe.][added: international countries in which our International segment operates.]

We also lease offices in Colorado, the [added: previous] location of our Corporate and International segment [removed: headquarters, as well as various warehouse and office spaces within the United States and international countries in which our International segment operates.][added: headquarters.]

In [removed: 2018,] [added: 2019,] our operating facilities were not capacity constrained.

| Administrative offices | | Burton-on-Trent, U.K. | | Europe segment operational headquarters |

| (3) | In January 2020, we announced plans to cease production at our Irwindale, California brewery, which is currently expected to occur by September 2020, and entered into an agreement with Pabst Brewing Company, LLC, granting them an option to purchase the Irwindale brewery. Products produced in the Irwindale brewery will be transitioned to |

other breweries in our network.

See Part II—Item 8 Financial Statements and Supplementary Data, [Note 7, "Special Items"](#sCA9CFEF727375C568FFB0D92801E911C) for additional details.

| (5) | The Montréal and Toronto breweries collectively account for approximately 84% of our Canada production. In June 2019, we completed the sale of our Montréal brewery, and in conjunction with the sale, we agreed to lease back the existing property to continue operations on an uninterrupted basis until the new Longueuil, Quebec brewery is operational, which is currently expected to occur in 2021. |

| (6) | The final closure of the leased Vancouver brewery was completed in the third quarter of 2019, and our new Chilliwack brewery is now operational. |

| | |

| --- | --- |

Additionally, our Truss joint venture subleases its production facility in Belleville, Ontario from our joint venture partner, HEXO.

As part of our revitalization plan, we announced the closure of our Denver, Colorado office location, which is expected to occur in 2020.

| (4) | The Montréal and Toronto breweries collectively account for approximately 79% of our Canada production. As part of our ongoing strategic review of our Canadian supply chain network, in the third quarter of 2017 we announced the plan to build a more efficient and flexible brewery in the greater Montreal area. As a result of this decision, we have begun to develop plans to transition out of our existing Montreal brewery, and are in the process of actively |

negotiating the sale of the property with targeted completion of the sale in the second quarter of 2019.

The brewery continues to be operational, and as part of the sale, we anticipate leasing back the property for continued use until the new brewery is operational, which is currently expected to occur in 2021.

| (5) | We lease two brewing and packaging facilities in British Columbia. As a result of the continuation of our Canadian strategic review, during 2016 we completed the sale of our Vancouver brewery. In conjunction with the sale of the brewery, we agreed to leaseback the existing property to continue operations on an uninterrupted basis while the new brewery is being constructed. The final closure of the brewery is currently expected to occur in the third quarter of 2019. |

[removed: PART II][added: PART II]

The approximate number of record security holders by class of stock at February [removed: 7, 2019,] [added: 5, 2020,] is as follows:

| [removed: Title] [added: Title] of [removed: class] [added: class] | | [removed: Number] [added: Number] of [removed: record security holders] [added: record security holders] |

| Class B common stock, $0.01 par value | | [removed: 2,624] [added: 2,777] |

| Class A exchangeable shares, no par value | | [removed: 218] [added: 215] |

| Class B exchangeable shares, no par value | | [removed: 2,338] [added: 2,315] |

[removed: PERFORMANCE GRAPH][added: PERFORMANCE GRAPH]

The graph assumes $100 was invested on December 31, [removed: 2013,] [added: 2014,] in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends.

[removed: ][added: ]

| | [removed: 2013] [added: 2014] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2018] [added: 2019] | | |

[removed: Dividends][added: Dividends]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

In February 2015, we announced that our board of directors approved and authorized a [removed: new] program to repurchase up to $1.0 billion of our Class A and Class B common stock.

[added: The Company’s board of directors may] suspend, modify or terminate the share repurchase program at any time without prior notice.

We have suspended our share repurchase program as we continue to pay down [removed: debt.][added: debt which we plan to revisit as we further deleverage.]

| Molson Coors | $ | 100.00 | | | $ | 128.74 | | | $ | 135.64 | | | $ | 116.50 | | | $ | 81.68 | | | $ | 81.31 | |

| S&P 500 | $ | 100.00 | | | $ | 101.37 | | | $ | 111.04 | | | $ | 135.27 | | | $ | 129.33 | | | $ | 170.04 | |

| Peer Group | $ | 100.00 | | | $ | 126.05 | | | $ | 117.20 | | | $ | 124.00 | | | $ | 91.17 | | | $ | 116.79 | |

During the second half of 2019, we increased our regular quarterly dividend from $0.41 to $0.57 per share.

No shares of Class A or Class B common stock have been repurchased since 2015.

| Molson Coors | $ | 100.00 | | | $ | 135.70 | | | $ | 174.70 | | | $ | 184.06 | | | $ | 158.10 | | | $ | 110.85 | |

| S&P 500 | $ | 100.00 | | | $ | 113.68 | | | $ | 115.24 | | | $ | 126.23 | | | $ | 153.78 | | | $ | 147.03 | |

| Peer Group | $ | 100.00 | | | $ | 123.19 | | | $ | 155.28 | | | $ | 144.39 | | | $ | 152.76 | | | $ | 112.32 | |

We currently plan to maintain our current quarterly dividend of $0.41 per share until we achieve a leverage ratio of approximately 3.75x debt to EBITDA on a rating agency basis, which we expect to achieve around the middle of 2019.

Upon achieving approximately 3.75x leverage, our board's intention is to reinstitute a dividend payout-ratio target in the range of 20-25% of annual trailing EBITDA for the second half of 2019 and ongoing thereafter.

As a result of the Acquisition, we suspended the share repurchase program and thus, there were no shares of Class A or Class B common stock repurchased since 2015.

The Company’s board of directors may

The table below summarizes selected financial information for the five years ended December 31, [removed: 2018.][added: 2019.]

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016(1)] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| | [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | | | | | | | | | | | | | | | | | | |

| [removed: Consolidated] [added: Consolidated] Statements of [removed: Operations:] [added: Operations:] | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | [removed: 10,769.6] [added: 10,579.4] | | | $ | [removed: 11,002.8] [added: 10,769.6] | | | $ | [removed: 4,885.0] [added: 11,002.8] | | | $ | [removed: 3,567.5] [added: 4,885.0] | | | $ | [removed: 4,146.3] [added: 3,567.5] | |

| Net income attributable to [removed: MCBC(2)] [added: MCBC] | $ | [removed: 1,116.5] [added: 241.7] | | | $ | [removed: 1,565.6] [added: 1,116.5] | | | $ | [removed: 1,593.9] [added: 1,565.6] | | | $ | [removed: 395.2] [added: 1,593.9] | | | $ | [removed: 538.6] [added: 395.2] | |

| Net income attributable to MCBC per [removed: share(2):] [added: share:] | | | | | | | | | | | | | | | | | | | |

| Basic | $ | [removed: 5.17] [added: 1.12] | | | $ | [removed: 7.27] [added: 5.17] | | | $ | [removed: 7.52] [added: 7.27] | | | $ | [removed: 2.13] [added: 7.52] | | | $ | [removed: 2.91] [added: 2.13] | |

| Diluted | $ | [removed: 5.15] [added: 1.11] | | | $ | [removed: 7.23] [added: 5.15] | | | $ | [removed: 7.47] [added: 7.23] | | | $ | [removed: 2.12] [added: 7.47] | | | $ | [removed: 2.89] [added: 2.12] | |

| [removed: Consolidated] [added: Consolidated] Balance [removed: Sheets:] [added: Sheets:] | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | [removed: 30,109.8] [added: 28,859.8] | | | $ | [removed: 30,246.9] [added: 30,109.8] | | | $ | [removed: 29,341.5] [added: 30,246.9] | | | $ | [removed: 12,276.3] [added: 29,341.5] | | | $ | [removed: 13,980.1] [added: 12,276.3] | |

| Current portion of long-term debt and short-term borrowings | $ | [removed: 1,594.5] [added: 928.2] | | | $ | [removed: 714.8] [added: 1,594.5] | | | $ | [removed: 684.8] [added: 714.8] | | | $ | [removed: 28.7] [added: 684.8] | | | $ | [removed: 849.0] [added: 28.7] | |

| Long-term debt | $ | [removed: 8,893.8] [added: 8,109.5] | | | $ | [removed: 10,598.7] [added: 8,893.8] | | | $ | [removed: 11,387.7] [added: 10,598.7] | | | $ | [removed: 2,908.7] [added: 11,387.7] | | | $ | [removed: 2,321.3] [added: 2,908.7] | |

| [removed: Other information:] [added: Other information:] | | | | | | | | | | | | | | | | | | | |

| Dividends per share of common stock | $ | [removed: 1.64] [added: 1.96] | | | $ | 1.64 | | | $ | 1.64 | | | $ | 1.64 | | | $ | [removed: 1.48] [added: 1.64] | |

[removed: | (1) | Includes MillerCoors' results of operations on a consolidated basis for the post-Acquisition period October 11, 2016, through December 31, 2016, as well as the assets acquired and related debt issued in connection with the Acquisition. Prior to October 11, 2016, MCBC’s 42% share of MillerCoors' results of operations was reported as equity income in MillerCoors in the consolidated statements of operations and our 42% share of MillerCoors' net assets was reported as Investment in MillerCoors in the consolidated balance sheets.] Also included in net income attributable to MCBC is a net special items gain of approximately $3.0 billion related to the fair value remeasurement of our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical AOCI on our 42% interest in MillerCoors. [removed: See Part II—Item 8 Financial Statements and Supplementary Data, [Note 4, "Acquisition and Investments"](#sB9A089BE9D5E572488D49B9B5A2F1F77) of the Notes for further discussion of the Acquisition. |]

[removed: | (2) | Includes the impact of the reduction to the U.S. federal income tax rate as a result of U.S. tax reform in 2017.] Additionally, during the [removed: first quarter of] [added: year ended] 2018 we recorded a gain within special items, net of $328.0 million which constitutes the Adjustment Amount [added: (as defined and further discussed in Part II—Item 8 Financial Statements and Supplementary Data, [Note 7, "Special Items"](#sCA9CFEF727375C568FFB0D92801E911C))] related to the settlement agreement between MCBC and [removed: ABI as previously discussed. |][added: ABI.]

For the year ended December 31, 2016, includes MillerCoors' results of operations on a consolidated basis for the post-acquisition period October 11, 2016, through December 31, 2016, as well as the assets acquired and related debt issued in connection with the Acquisition.

Prior to October 11, 2016, MCBC’s 42% share of MillerCoors' results of operations was reported as equity income in MillerCoors in the consolidated statements of operations and our 42% share of MillerCoors' net assets was reported as Investment in MillerCoors in the consolidated balance sheets.

For the year ended December 31, 2017, includes the impact of the reduction to the U.S. federal income tax rate as a result of U.S. tax reform in 2017 (see Part II—Item 8 Financial Statements and Supplementary Data, [Note 6, "Income Tax"](#s4DF876307C7757878641C07A4021B2D1)).

For the year ended December 31, 2019, includes the impact of aggregate goodwill and intangible asset impairment losses of $691.9 million, primarily related to our Canada reporting unit.

See Part II—Item 8 Financial Statements and Supplementary Data, [Note 10, "Goodwill and Intangible Assets"](#s5FAC4A14735651B1BD9DB32AFBB82598) and [Note 6, "Income Tax"](#s4DF876307C7757878641C07A4021B2D1) for further information regarding these impairment losses and the related income tax impact.

Net income attributable to MCBC and the related net income per basic and diluted share amounts for 2017 and 2016 have been restated due to the correction of errors related to income tax accounting.

See details at Part II—Item 8 Financial Statements and Supplementary Data, [Note 1, "Basis of Presentation and Accounting Policies."](#sB11811A494A55A06924D81AC36186725)

| | | As Restated | | | | As Restated | | | | | | | | | | | | | |

| | |

| --- | --- |

| [removed: Index] [added: Index] to Financial [removed: Statements] [added: Statements] | [removed: Page] [added: Page] |

[removed: | [Management's Report](#s044341D4F31E5057A557DAE4D485A441) | [78](#s044341D4F31E5057A557DAE4D485A441) |][added: MANAGEMENT'S REPORT]

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#s3BE2A14087BA5F04B65D36FC54CAC6D7) | [80](#s3BE2A14087BA5F04B65D36FC54CAC6D7) |][added: Firm]

[removed: | [Consolidated Statements] [added: The following information sets forth the condensed consolidating statements] of [removed: Operations] [added: operations] for the years ended December 31, [removed: 2018,] [added: 2019,] December 31, [added: 2018 and December 31,] 2017, [added: condensed consolidating balance sheets as of December 31, 2019] and December 31, [removed: 2016](#sEC2F5E31A177539FB643C0AC49D4D327) | [82](#sEC2F5E31A177539FB643C0AC49D4D327) |][added: 2018, and condensed consolidating statements of cash flows for the years ended December 31, 2019, December 31, 2018 and December 31, 2017.]

| [Consolidated Statements of Stockholders' Equity and Noncontrolling [removed: Interests for the years ended December 31, 2018, December 31, 2017, and December 31, 2016](#sE825FD71E25556889B1BD744F47CC931)] [added: Interests](#s2D62336393F550D08F0A5B6D4F671E65)] | [removed: [87](#sE825FD71E25556889B1BD744F47CC931)] [added: [79](#s2D62336393F550D08F0A5B6D4F671E65)] |

[removed: | [Notes to Consolidated Financial Statements](#s0EFC2300AB2E5D59A41E8415B3AE90B7) | [89](#s0EFC2300AB2E5D59A41E8415B3AE90B7) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#sB11811A494A55A06924D81AC36186725)] [added: Policies"](#sA42C48CEB929542AB7E77DDEA7FF56A2)] | [removed: [89](#sB11811A494A55A06924D81AC36186725)] [added: [81](#sA42C48CEB929542AB7E77DDEA7FF56A2)] |

| [Note 2, "New Accounting [removed: Pronouncements"](#s9445C975649B50FBA022CDEC7747D271)] [added: Pronouncements"](#s81369169D064519B91EE618F77B559F0)] | [removed: [98](#s9445C975649B50FBA022CDEC7747D271)] [added: [90](#s81369169D064519B91EE618F77B559F0)] |