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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q

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

For the Quarterly period ended June 30, 2020

OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______ .

Commission File Number: 1-14829

Molson Coors Beverage Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

P.O. BOX 4030, NH353, Golden, Colorado, USA

1555 Notre Dame Street East, Montréal, Québec, Canada

(Address of principal executive offices)

84-0178360

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

80401

H2L 2R5

(Zip Code)

303-279-6565 (Colorado)

514-521-1786 (Québec)

(Registrant's telephone number, including area code)

_______________________________________________________________

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

Title of each class

Trading symbols

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

TAP.A

New York Stock Exchange

Class B Common Stock, $0.01 par value

TAP

New York Stock Exchange

1.25% Senior Notes due 2024

TAP

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ý

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of July 23, 2020:

Class A Common Stock — 2,560,668 shares

Class B Common Stock — 196,568,046 shares

Exchangeable shares:

As of July 23, 2020, the following number of exchangeable shares were outstanding for Molson Coors Canada, Inc.:

Class A Exchangeable shares — 2,725,047 shares

Class B Exchangeable shares — 14,826,118 shares

The Class A exchangeable shares and Class B exchangeable shares are shares of the share capital in Molson Coors Canada Inc., a wholly-owned subsidiary of the registrant. They are publicly traded on the Toronto Stock Exchange under the symbols TPX.A and TPX.B,

respectively. These shares are intended to provide substantially the same economic and voting rights as the corresponding class of Molson Coors common stock in which they may be exchanged. In addition to the registered Class A common stock and the Class B common stock, the registrant has also issued and outstanding one share each of a Special Class A voting stock and Special Class B voting stock. The Special Class A voting stock and the Special Class B voting stock provide the mechanism for holders of Class A exchangeable shares and Class B exchangeable shares to be provided instructions to vote with the holders of the Class A common stock and the Class B common stock, respectively. The holders of the Special Class A voting stock and Special Class B voting stock are entitled to one vote for each outstanding Class A exchangeable share and Class B exchangeable share, respectively, excluding shares held by the registrant or its subsidiaries, and generally vote together with the Class A common stock and Class B common stock, respectively, on all matters on which the Class A common stock and Class B common stock are entitled to vote. The Special Class A voting stock and Special Class B voting stock are subject to a voting trust arrangement. The trustee which holds the Special Class A voting stock and the Special Class B voting stock is required to cast a number of votes equal to the number of then-outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but will only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, other than the registrant or its subsidiaries, respectively, on the record date, and will cast the votes in accordance with such instructions so received.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

INDEX

												Page
Glossary of Terms and Abbreviations																		3
Cautionary Statement																		4
PART I. FINANCIAL INFORMATION
Item 1.						Financial Statements (Unaudited)						5
						Condensed Consolidated Statements of Operations						5
						Condensed Consolidated Statements of Comprehensive Income (Loss)						6
						Condensed Consolidated Balance Sheets						7
						Condensed Consolidated Statements of Cash Flows						8
						Condensed Consolidated Statements of Stockholders' Equity and Noncontrolling Interests						9
						Notes to Unaudited Condensed Consolidated Financial Statements						11
						Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"						11
						Note 2, "New Accounting Pronouncements"						13
						Note 3, "Segment Reporting"						13
						Note 4, "Investments"						15
						Note 5, "Special Items"						16
						Note 6, "Income Tax"						17
						Note 7, "Goodwill and Intangible Assets"						18
						Note 8, "Debt"						21
						Note 9, "Inventories"						23
						Note 10, "Accumulated Other Comprehensive Income (Loss)"						23
						Note 11, "Derivative Instruments and Hedging Activities"						23
						Note 12, "Commitments and Contingencies"						29
						Note 13, "Leases"
						Note 14, "Supplemental Guarantor Information"						32
Item 2.						Management's Discussion and Analysis of Financial Condition and Results of Operations						41
Item 3.						Quantitative and Qualitative Disclosures About Market Risk						59
Item 4.						Controls and Procedures						60
PART II. OTHER INFORMATION
Item 1.						Legal Proceedings						60
Item 1A.						Risk Factors						61
Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds						62
Item 3.						Defaults Upon Senior Securities						62
Item 4.						Mine Safety Disclosures						62
Item 5.						Other Information						62
Item 6.						Exhibits						63
Signature																		64

2

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Glossary of Terms and Abbreviations

AOCI			Accumulated other comprehensive income (loss)
CAD			Canadian dollar
CZK			Czech Koruna
DBRS			A global credit rating agency in Toronto
EBITDA			Earnings before interest, tax, depreciation and amortization
EPS			Earnings per share
EUR			Euro
FASB			Financial Accounting Standards Board
GBP			British Pound
HRK			Croatian Kuna
JPY			Japanese Yen
Moody’s			Moody’s Investors Service Limited, a nationally recognized statistical rating organization designated by the SEC
OCI			Other comprehensive income (loss)
OPEB			Other postretirement benefit plans
PSUs			Performance share units
RSD			Serbian Dinar
RSUs			Restricted stock units
SEC			U.S. Securities and Exchange Commission
Standard & Poor’s			Standard and Poor’s Ratings Services, a nationally recognized statistical rating organization designated by the SEC
STRs			Sales-to-retailers
STWs			Sales-to-wholesalers
2017 Tax Act			U.S. Tax Cuts and Jobs Act
U.K.			United Kingdom
U.S.			United States
U.S. GAAP			Accounting principles generally accepted in the U.S.
USD or $			U.S. dollar
VIEs			Variable interest entities

3

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Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations," and under the headings "Executive Summary" and "Outlook" therein, with respect to expectations regarding the impact of the coronavirus pandemic on our operations, liquidity, financial condition and financial results, overall volume trends, consumer preferences, pricing trends, industry forces, cost reduction strategies, including our revitalization plan announced in 2019 and the estimated range of related charges and timing of cash charges, anticipated results, expectations for funding future capital expenditures and operations, debt service capabilities, timing and amounts of debt and leverage levels, shipment levels and profitability, market share, and the sufficiency of capital resources. In addition, statements that we make in this report that are not statements of historical fact may also be forward-looking statements. Words such as "expects," "intend," "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies," "desire," and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described under the heading "Risk Factors" in this report, and those described from time to time in our past and future reports filed with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2019. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Market and Industry Data

The market and industry data used in this Quarterly Report on Form 10-Q are based on independent industry publications, customers, trade or business organizations, reports by market research firms and other published statistical information from third parties (collectively, the “Third Party Information”), as well as information based on management’s good faith estimates, which we derive from our review of internal information and independent sources. Such Third Party Information generally states that the information contained therein or provided by such sources has been obtained from sources believed to be reliable.

4

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PART I. FINANCIAL INFORMATION

ITEM 1.    

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE DATA)

(UNAUDITED)

			Three Months Ended																		Six Months Ended
			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
Sales			$	3,029.8					$	3,620.0					$	5,567.6					$	6,420.1
Excise taxes			(526.4)						(671.7)						(961.4)						(1,168.5)
Net sales			2,503.4						2,948.3						4,606.2						5,251.6
Cost of goods sold			(1,456.6)						(1,759.8)						(2,935.6)						(3,172.8)
Gross profit			1,046.8						1,188.5						1,670.6						2,078.8
Marketing, general and administrative expenses			(524.5)						(769.7)						(1,154.2)						(1,424.9)
Special items, net			(64.3)						49.9						(150.9)						36.9
Operating income (loss)			458.0						468.7						365.5						690.8
Interest income (expense), net			(69.7)						(65.6)						(138.6)						(138.9)
Other pension and postretirement benefits (costs), net			7.6						8.4						15.1						17.0
Other income (expense), net			5.8						(10.9)						1.0						13.0
Income (loss) before income taxes			401.7						400.6						243.0						581.9
Income tax benefit (expense)			(204.5)						(70.4)						(161.2)						(102.6)
Net income (loss)			197.2						330.2						81.8						479.3
Net (income) loss attributable to noncontrolling interests			(2.2)						(0.8)						(3.8)						1.5
Net income (loss) attributable to Molson Coors Beverage Company			$	195.0					$	329.4					$	78.0					$	480.8
Net income (loss) attributable to Molson Coors Beverage Company per share:
Basic			$	0.90					$	1.52					$	0.36					$	2.22
Diluted			$	0.90					$	1.52					$	0.36					$	2.22
Weighted-average shares outstanding:
Basic			216.9						216.6						216.8						216.6
Dilutive effect of share-based awards			0.1						0.3						0.2						0.3
Diluted			217.0						216.9						217.0						216.9
Anti-dilutive securities excluded from the computation of diluted EPS			2.3						1.3						2.1						1.3

See notes to unaudited condensed consolidated financial statements.

5

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)

(UNAUDITED)

			Three Months Ended																		Six Months Ended
			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
Net income (loss) including noncontrolling interests			$	197.2					$	330.2					$	81.8					$	479.3
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			119.7						42.1						(253.8)						113.6
Unrealized gain (loss) on derivative instruments			(0.7)						(38.3)						(128.6)						(68.0)
Reclassification of derivative (gain) loss to income			(1.1)						(0.3)						(1.1)						(0.2)
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income			(1.9)						(0.5)						(3.2)						(1.1)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)			0.8						0.8						1.5						1.8
Total other comprehensive income (loss), net of tax			116.8						3.8						(385.2)						46.1
Comprehensive income (loss)			314.0						334.0						(303.4)						525.4
Comprehensive (income) loss attributable to noncontrolling interests			(3.3)						(0.5)						(2.0)						1.6
Comprehensive income (loss) attributable to Molson Coors Beverage Company			$	310.7					$	333.5					$	(305.4)					$	527.0

See notes to unaudited condensed consolidated financial statements.

6

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT PAR VALUE)

(UNAUDITED)

			As of
			June 30, 2020						December 31, 2019
Assets
Current assets:
Cash and cash equivalents			$	780.8					$	523.4
Accounts receivable, net			713.7						714.8
Other receivables, net			129.1						105.5
Inventories, net			639.1						615.9
Other current assets, net			280.0						224.8
Total current assets			2,542.7						2,184.4
Properties, net			4,344.0						4,546.5
Goodwill			7,561.8						7,631.4
Other intangibles, net			13,384.0						13,656.0
Other assets			806.3						841.5
Total assets			$	28,638.8					$	28,859.8
Liabilities and equity
Current liabilities:
Accounts payable and other current liabilities			$	3,192.7					$	2,767.3
Current portion of long-term debt and short-term borrowings			613.0						928.2
Total current liabilities			3,805.7						3,695.5
Long-term debt			8,073.7						8,109.5
Pension and postretirement benefits			694.7						716.6
Deferred tax liabilities			2,218.5						2,258.6
Other liabilities			578.2						406.5
Total liabilities			15,370.8						15,186.7
Commitments and contingencies (Note 12)
Molson Coors Beverage Company stockholders' equity
Capital stock:
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)			—						—
Class A common stock, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)			—						—
Class B common stock, $0.01 par value per share (authorized: 500.0 shares; issued: 206.0 shares and 205.7 shares, respectively)			2.1						2.1
Class A exchangeable shares, no par value (issued and outstanding: 2.7 shares and 2.7 shares, respectively)			102.5						102.5
Class B exchangeable shares, no par value (issued and outstanding: 14.8 shares and 14.8 shares, respectively)			557.8						557.8
Paid-in capital			6,786.3						6,773.6
Retained earnings			7,571.2						7,617.0
Accumulated other comprehensive income (loss)			(1,545.6)						(1,162.2)
Class B common stock held in treasury at cost (9.5 shares and 9.5 shares, respectively)			(471.4)						(471.4)
Total Molson Coors Beverage Company stockholders' equity			13,002.9						13,419.4
Noncontrolling interests			265.1						253.7
Total equity			13,268.0						13,673.1
Total liabilities and equity			$	28,638.8					$	28,859.8

See notes to unaudited condensed consolidated financial statements.

7

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

(UNAUDITED)

			Six Months Ended
			June 30, 2020						June 30, 2019
Cash flows from operating activities:
Net income (loss) including noncontrolling interests			$	81.8					$	479.3
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			494.2						429.7
Amortization of debt issuance costs and discounts			4.0						7.5
Share-based compensation			11.8						18.6
(Gain) loss on sale or impairment of properties and other assets, net			7.7						(67.7)
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net			40.9						(12.4)
Income tax (benefit) expense			161.2						102.6
Income tax (paid) received			(16.7)						(41.4)
Interest expense, excluding interest amortization			136.0						140.5
Interest paid			(129.8)						(140.9)
Change in current assets and liabilities and other			268.8						(87.8)
Net cash provided by (used in) operating activities			1,059.9						828.0
Cash flows from investing activities:
Additions to properties			(345.1)						(310.5)
Proceeds from sales of properties and other assets			3.0						99.9
Other			0.6						42.8
Net cash provided by (used in) investing activities			(341.5)						(167.8)
Cash flows from financing activities:
Exercise of stock options under equity compensation plans			4.0						1.4
Dividends paid			(125.3)						(177.4)
Payments on debt and borrowings			(507.6)						(1,070.8)
Proceeds on debt and borrowings			1.0						—
Net proceeds from (payments on) revolving credit facilities and commercial paper			199.8						(1.9)
Change in overdraft balances and other			(21.7)						12.8
Net cash provided by (used in) financing activities			(449.8)						(1,235.9)
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents			268.6						(575.7)
Effect of foreign exchange rate changes on cash and cash equivalents			(11.2)						8.0
Balance at beginning of year			523.4						1,057.9
Balance at end of period			$	780.8					$	490.2

See notes to unaudited condensed consolidated financial statements.

8

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

AND NONCONTROLLING INTERESTS

(IN MILLIONS)

(UNAUDITED)

									Molson Coors Beverage Company Stockholders' Equity
																																													Accumulated						Common stock
									Common stock																		Exchangeable																														other						held in						Non
									issued																		shares issued																		Paid-in-						Retained						comprehensive						treasury						controlling
			Total						Class A						Class B						Class A						Class B						capital						earnings						income (loss)						Class B						interests
As of March 31, 2019			$	13,888.1					$	—					$	2.0					$	103.2					$	557.6					$	6,776.2					$	7,862.4					$	(1,182.7)					$	(471.4)					$	240.8
Exchange of shares			—						—						—						(0.2)						0.3						(0.1)						—						—						—						—
Shares issued under equity compensation plan			0.3						—						0.1						—						—						0.2						—						—						—						—
Amortization of share-based compensation			7.0						—						—						—						—						7.0						—						—						—						—
Acquisition of business			0.7						—						—						—						—						—						—						—						—						0.7
Net income (loss) including noncontrolling interests			330.2						—						—						—						—						—						329.4						—						—						0.8
Other comprehensive income (loss), net of tax			3.8						—						—						—						—						—						—						4.1						—						(0.3)
Contributions from noncontrolling interests			7.0						—						—						—						—						—						—						—						—						7.0
Distributions and dividends to noncontrolling interests			(3.4)						—						—						—						—						—						—						—						—						(3.4)
Dividends declared and paid - $0.41 per share			(88.7)						—						—						—						—						—						(88.7)						—						—						—
As of June 30, 2019			$	14,145.0					$	—					$	2.1					$	103.0					$	557.9					$	6,783.3					$	8,103.1					$	(1,178.6)					$	(471.4)					$	245.6

									Molson Coors Beverage Company Stockholders' Equity
																																													Accumulated						Common stock
									Common stock																		Exchangeable																														other						held in						Non
									issued																		shares issued																		Paid-in-						Retained						comprehensive						treasury						controlling
			Total						Class A						Class B						Class A						Class B						capital						earnings						income (loss)						Class B						interests
As of March 31, 2020			$	12,946.0					$	—					$	2.1					$	102.5					$	557.8					$	6,780.7					$	7,376.2					$	(1,661.3)					$	(471.4)					$	259.4
Shares issued under equity compensation plan			(0.3)						—						—						—						—						(0.3)						—						—						—						—
Amortization of share-based compensation			5.9						—						—						—						—						5.9						—						—						—						—
Net income (loss) including noncontrolling interests			197.2						—						—						—						—						—						195.0						—						—						2.2
Other comprehensive income (loss), net of tax			116.8						—						—						—						—						—						—						115.7						—						1.1
Contributions from noncontrolling interests			5.4						—						—						—						—						—						—						—						—						5.4
Distributions and dividends to noncontrolling interests			(3.0)						—						—						—						—						—						—						—						—						(3.0)
As of June 30, 2020			$	13,268.0					$	—					$	2.1					$	102.5					$	557.8					$	6,786.3					$	7,571.2					$	(1,545.6)					$	(471.4)					$	265.1

See notes to unaudited condensed consolidated financial statements.

9

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

AND NONCONTROLLING INTERESTS

(IN MILLIONS)

(UNAUDITED)

									Molson Coors Beverage Company Stockholders' Equity
																																													Accumulated						Common stock
									Common stock																		Exchangeable																														other						held in						Non
									issued																		shares issued																		Paid-in-						Retained						comprehensive						treasury						controlling
			Total						Class A						Class B						Class A						Class B						capital						earnings						income (loss)						Class B						interests
As of December 31, 2018			$	13,735.8					$	—					$	2.0					$	103.2					$	557.6					$	6,773.1					$	7,692.9					$	(1,150.0)					$	(471.4)					$	228.4
Exchange of shares			—						—						—						(0.2)						0.3						(0.1)						—						—						—						—
Shares issued under equity compensation plan			(7.9)						—						0.1						—						—						(8.0)						—						—						—						—
Amortization of share-based compensation			18.3						—						—						—						—						18.3						—						—						—						—
Acquisition of business			0.7						—						—						—						—						—						—						—						—						0.7
Net income (loss) including noncontrolling interests			479.3						—						—						—						—						—						480.8						—						—						(1.5)
Other comprehensive income (loss), net of tax			46.1						—						—						—						—						—						—						46.2						—						(0.1)
Adoption of lease accounting standard			32.0						—						—						—						—						—						32.0						—						—						—
Reclassification of stranded tax effects			—						—						—						—						—						—						74.8						(74.8)						—						—
Contributions from noncontrolling interests			21.5						—						—						—						—						—						—						—						—						21.5
Distributions and dividends to noncontrolling interests			(3.4)						—						—						—						—						—						—						—						—						(3.4)
Dividends declared and paid - $0.82 per share			(177.4)						—						—						—						—						—						(177.4)						—						—						—
As of June 30, 2019			$	14,145.0					$	—					$	2.1					$	103.0					$	557.9					$	6,783.3					$	8,103.1					$	(1,178.6)					$	(471.4)					$	245.6

									Molson Coors Beverage Company Stockholders' Equity
																																													Accumulated						Common stock
									Common stock																		Exchangeable																														other						held in						Non
									issued																		shares issued																		Paid-in-						Retained						comprehensive						treasury						controlling
			Total						Class A						Class B						Class A						Class B						capital						earnings						income (loss)						Class B						interests
As of December 31, 2019			$	13,673.1					$	—					$	2.1					$	102.5					$	557.8					$	6,773.6					$	7,617.0					$	(1,162.2)					$	(471.4)					$	253.7
Shares issued under equity compensation plan			0.9						—						—						—						—						0.9						—						—						—						—
Amortization of share-based compensation			11.8						—						—						—						—						11.8						—						—						—						—
Purchase of noncontrolling interest			(0.1)						—						—						—						—						—						—						—						—						(0.1)
Net income (loss) including noncontrolling interests			81.8						—						—						—						—						—						78.0						—						—						3.8
Other comprehensive income (loss), net of tax			(385.2)						—						—						—						—						—						—						(383.4)						—						(1.8)
Contributions from noncontrolling interests			14.0						—						—						—						—						—						—						—						—						14.0
Distributions and dividends to noncontrolling interests			(4.5)						—						—						—						—						—						—						—						—						(4.5)
Dividends declared - $0.57 per share			(123.8)						—						—						—						—						—						(123.8)						—						—						—
As of June 30, 2020			$	13,268.0					$	—					$	2.1					$	102.5					$	557.8					$	6,786.3					$	7,571.2					$	(1,545.6)					$	(471.4)					$	265.1

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company") (formerly known as Molson Coors Brewing Company), principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments. As further discussed below, on January 1, 2020, we changed our management structure from a corporate center and four segments to two segments - North America and Europe. Our International segment was reconstituted with the Africa and Asia Pacific businesses reporting into the Europe segment and the remaining International business reporting into the North America segment. Accordingly, effective January 1, 2020, our reporting segments include: North America (North America segment), operating in the U.S., Canada and various countries in Latin and South America; and Europe (Europe segment), operating in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries, and certain countries within Africa and Asia Pacific. We have recast the historical presentation of segment information as a result of these reporting segment changes accordingly.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than USD, include the CAD, the GBP, and our Central European operating currencies such as the EUR, CZK, HRK and RSD.

The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with U.S. GAAP. Such unaudited interim condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

These unaudited condensed consolidated interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019 ("Annual Report"), and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to the Audited Consolidated Financial Statements included in our Annual Report, except as noted in Note 2, "New Accounting Pronouncements" as well as the changes to our reportable segments and reporting units as discussed above and in Note 3, "Segment Reporting" and Note 7, "Goodwill and Intangible Assets," respectively.

The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be achieved for the full year.

Coronavirus Global Pandemic

On March 11, 2020, the World Health Organization characterized the outbreak of the novel coronavirus disease, known as COVID-19, as a global pandemic and recommended containment and mitigation measures. We are actively monitoring the impact of the coronavirus pandemic, which has had, and we currently expect will continue to have, a material adverse effect on our operations, liquidity, financial condition and financial results for our full year 2020 and, possibly, beyond. The extent to which our operations will be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity and duration of the outbreak and actions by government authorities to contain the pandemic or treat its impact, among other things.

During the three and six months ended June 30, 2020, we recorded charges of $15.5 million within cost of goods sold related to temporary "thank you" pay for certain essential North America brewery employees. Additionally, in order to support and demonstrate our commitment to the continued viability of the many bars and restaurants which have been negatively impacted by the coronavirus pandemic, during the first quarter of 2020, we initiated temporary keg relief programs in many of our markets. As part of these voluntary programs, we committed to provide customers with reimbursements for untapped kegs that meet certain established return requirements. As a result, during the six months ended June 30, 2020, we recognized a reduction to net sales of $31.8 million, substantially all of which was recognized in the first quarter other than immaterial adjustments for changes in estimates during the second quarter of 2020, reflecting estimated sales returns and reimbursements through these keg relief programs. This estimate was derived considering various factors, including but not limited to, the actual amount of previously sold keg product eligible for reimbursement, along with the assumed length of time the product has been at a customer location to estimate the number of kegs that remain untapped. Further, during the six months ended June 30, 2020, we recognized charges of $16.8 million, substantially all of which was recognized in the first quarter other than immaterial adjustments for changes in estimates during the second quarter of 2020, within cost of goods sold related to obsolete finished goods keg inventories that are not expected to be sold within our freshness specifications, as well as the estimated costs to facilitate the above mentioned keg returns. As of June 30, 2020 and December 31, 2019, our aggregate allowance for

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obsolete inventories was approximately $15 million and $11 million, respectively. These estimates are subject to change, and actual results could deviate from our current estimates due to many factors, including, but not limited to, the number of customers ultimately participating in the voluntary keg relief programs and the number of untapped kegs in the market relative to our expectations. Further, the actual duration of the coronavirus pandemic, including the length of government-mandated closures or ceased sit-down service limitations at bars and restaurants coupled with the subsequent economic recovery period relative to the assumptions utilized to derive these estimates, could result in further charges due to incremental finished goods keg inventory becoming obsolete in future periods.

Additionally, we continue to monitor the impacts of the coronavirus pandemic on our customers’ liquidity and capital resources and therefore our ability to collect, or the timeliness of collection of our accounts receivable. While these receivables are not concentrated in any specific customer and our allowance on these receivables factors in expected credit loss, continued disruption and declines in the global economy could result in difficulties in our ability to collect and require increases to our allowance for doubtful accounts. As of both June 30, 2020 and December 31, 2019, our allowance for trade receivables was approximately $12 million, and allowance activity was immaterial during the three and six months ended June 30, 2020.

Further, in response to the coronavirus pandemic, various governmental authorities globally have announced relief programs which among other items, provide temporary deferrals of income and non-income based tax payments, which have positively impacted our operating cash flows in the first half of 2020. These temporary deferrals of over $500 million as of June 30, 2020, are included within accounts payable and other current liabilities on our unaudited condensed consolidated balance sheet.

Finally, we continue to protect and support our liquidity position in response to the global economic uncertainty created by the coronavirus pandemic. During the second quarter, our board of directors suspended our regular quarterly dividends on our Class A and Class B common and exchangeable shares otherwise payable in fiscal year 2020.

For considerations of the effects of the coronavirus pandemic and related potential impairment risks to our goodwill and indefinite-lived intangible assets, see Note 7, "Goodwill and Intangible Assets."

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. As discussed above, in connection with these consolidation activities, effective January 1, 2020, we changed our management structure to two segments - North America and Europe. We began to incur charges related to these restructuring activities during the fourth quarter of 2019 and have continued to incur charges in the first half of 2020.

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. See Note 3, "Segment Reporting," Note 5, "Special Items" and Note 7, "Goodwill and Intangible Assets" for further discussion of the impacts of this plan.

Non-Cash Activity

Non-cash activity includes non-cash issuances of share-based awards, as well as non-cash investing activities related to movements in our guarantee of indebtedness of certain equity method investments. See Note 4, "Investments" for further discussion. We also had non-cash activities related to capital expenditures incurred but not yet paid of $135.4 million and $149.9 million during the six months ended June 30, 2020 and June 30, 2019, respectively.

Other than the activity mentioned above and the supplemental non-cash activity related to the recognition of leases further discussed in Note 13, "Leases," there was no other significant non-cash activity during the six months ended June 30, 2020 and June 30, 2019.

Share-Based Compensation

During the first half of 2020, we granted stock options, RSUs and PSUs to certain officers and other eligible employees and recognized share-based compensation expense of $5.9 million and $7.2 million during the three months ended June 30, 2020 and June 30, 2019, respectively, and $11.8 million and $18.6 million during the six months ended June 30, 2020 and June 30, 2019, respectively. The reduction in share-based compensation expense in the first half of 2020 was driven primarily by a decline in 2020 in immediate expense recognition for awards granted to certain retirement eligible employees, as well as a reduction in expense relative to performance-based awards as a result of the achievement of certain performance conditions no longer being deemed probable.

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2. New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In June 2016, the FASB issued guidance that changes the impairment model used to measure credit losses for most financial instruments. The new guidance replaces the existing incurred credit loss model, and requires the application of a forward-looking expected credit loss model, which will generally result in earlier recognition of allowances for credit losses for financial instruments that are in scope of the new guidance, including trade receivables. We adopted this guidance in the first quarter of 2020, which did not have a material impact on our financial statements.

In August 2018, the FASB issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentation of the capitalized implementation costs in the statement of financial position and in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. We adopted this guidance prospectively in the first quarter of 2020, which did not have a material impact on our financial statements. However, the adoption of this guidance resulted in the change in presentation of capitalized implementation costs related to hosting arrangements from properties to other assets on the consolidated balance sheet, as well as the expense related to such costs no longer being classified as depreciation expense and cash flows related to those costs no longer being presented as investing activities beginning in the first quarter of 2020.

New Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued authoritative guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and are effective for all entities upon issuance, March 12, 2020, through December 31, 2022, which is a full year after the current expected discontinuation date of LIBOR. We are currently evaluating the potential impact of this guidance on our financial statements.

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes. This guidance eliminates certain exceptions to the general approach to the income tax accounting model, and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods beginning after December 15, 2020, including interim periods within those annual periods. We are currently evaluating the potential impact of this guidance and do not expect it will have a material impact on our financial statements.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited condensed consolidated interim financial statements.

3. Segment Reporting

Our reporting segments are based on the key geographic regions in which we operate, and previously included the U.S. segment, Canada segment, Europe segment and International segment. As part of our revitalization plan announced in the fourth quarter of 2019, we made the determination to establish Chicago, Illinois as our North American operational headquarters, close our existing office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations. In connection with these consolidation activities, effective January 1, 2020, we changed our management structure from a corporate center and four segments to two segments - North America and Europe. The North America segment consolidates the United States, Canada and corporate center, with a centralized North American leadership team, integrated North American supply chain network and centralized marketing and support functions, enabling us to move more quickly with an integrated portfolio strategy. The Europe segment allows for standalone operations, developed and supported by a European-based team, including local leadership, commercial, supply chain and support functions. The previous International segment was reconstituted to more effectively grow our global brands with the Africa and Asia Pacific businesses reporting into the Europe segment and the remaining International business reporting into the North America segment. As a result of these structural changes, the review of discrete financial information by our chief operating decision maker, our President and Chief Executive Officer, is now performed only at the consolidated North America and Europe geographic segment level, which is the basis on which our chief operating decision maker evaluates the performance of the business and allocates resources accordingly.

We also have certain activity that is not allocated to our segments, which has been reflected as “Unallocated” below. Specifically, "Unallocated" activity primarily includes financing related costs such as interest expense and income, foreign

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exchange gains and losses on intercompany balances related to financing and other treasury-related activities, and the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment, and all other components remain unallocated.

Historical results have been recast to retrospectively reflect these changes in segment reporting.

Summarized Financial Information

No single customer accounted for more than 10% of our consolidated sales for the three and six months ended June 30, 2020 or June 30, 2019. Consolidated net sales represent sales to third-party external customers less excise taxes. Inter-segment transactions impacting net sales revenues and income (loss) before income taxes eliminate upon consolidation and are primarily related to North America segment sales to the Europe segment.

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

			Three Months Ended																		Six Months Ended
			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
			(In millions)
North America			$	2,200.2					$	2,400.6					$	3,989.9					$	4,333.2
Europe			307.1						554.1						624.7						929.8
Inter-segment net sales eliminations			(3.9)						(6.4)						(8.4)						(11.4)
Consolidated net sales			$	2,503.4					$	2,948.3					$	4,606.2					$	5,251.6

			Three Months Ended																		Six Months Ended
			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
			(In millions)
North America(1)(2)			$	411.5					$	448.5					$	487.7					$	694.4
Europe(3)			(11.0)						43.4						(87.8)						5.0
Unallocated(4)			1.2						(91.3)						(156.9)						(117.5)
Consolidated income (loss) before income taxes			$	401.7					$	400.6					$	243.0					$	581.9

(1)  The decrease during the three and six months ended June 30, 2020 was driven primarily by the impacts of the coronavirus pandemic including gross profit decline due to the closure of the on-premise channel, the estimated keg sales returns and finished good obsolescence reserves recognized primarily during the first quarter of 2020 and increased special charges.

(2) During the three months ended June 30, 2019, we completed the sale of our Montreal brewery for $96.2 million (CAD 126.0 million), resulting in a $61.3 million gain. Also, during the first quarter of 2019, we received payment and recorded a gain of $1.5 million resulting from a purchase price adjustment related to the historical sale of Molson Inc.’s ownership interest in the Montreal Canadiens, which is considered an affiliate of MCBC.

(3) The decrease during the three and six months ended June 30, 2020 was driven primarily by the impacts of the coronavirus pandemic including lower volume and unfavorable channel and geographic mix due to the closure of the on-premise channel, particularly in the higher margin U.K. business, which has a more significant exposure to the on-premise channel, as well as the estimated keg sales returns and finished goods obsolescence reserves recognized primarily in the first quarter of 2020.

(4) Includes unrealized mark-to-market changes on our commodity hedge positions. We recorded an unrealized gain of $59.4 million and an unrealized loss of $39.7 million during the three and six months ended June 30, 2020, respectively, compared to an unrealized loss of $31.2 million and an unrealized gain of $2.9 million during the three and six months ended June 30, 2019, respectively.

Income (loss) before income taxes includes the impact of special items. Refer to Note 5, "Special Items" for further discussion.

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The following table presents total assets by segment:

			As of
			June 30, 2020						December 31, 2019
			(In millions)
North America			$	23,316.8					$	23,360.2
Europe			5,322.0						5,499.6
Consolidated total assets			$	28,638.8					$	28,859.8

4. Investments

Our investments include both equity method and consolidated investments. Those entities identified as VIEs have been evaluated to determine whether we are the primary beneficiary. The VIEs included under "Consolidated VIEs" below are those for which we have concluded that we are the primary beneficiary and accordingly, we have consolidated these entities. None of our consolidated VIEs held debt as of June 30, 2020 or December 31, 2019. We have not provided any financial support to any of our VIEs during the year that we were not previously contractually obligated to provide. Amounts due to and due from our equity method investments are recorded as affiliate accounts payable and affiliate accounts receivable.

Authoritative guidance related to the consolidation of VIEs requires that we continually reassess whether we are the primary beneficiary of VIEs in which we have an interest. As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation. Our consolidated VIEs are Cobra Beer Partnership, Ltd. ("Cobra U.K."), Rocky Mountain Metal Container ("RMMC"), Rocky Mountain Bottle Company ("RMBC") and Truss LP ("Truss"), as well as other immaterial entities. Our unconsolidated VIEs are Brewers Retail Inc. ("BRI") and Brewers' Distributor Ltd. ("BDL"), as well as other immaterial investments.

Both BRI and BDL have outstanding third party debt which is guaranteed by their respective shareholders. As a result, we have a guarantee liability of $57.3 million and $37.7 million recorded as of June 30, 2020 and December 31, 2019, respectively, which is presented within accounts payable and other current liabilities on the unaudited condensed consolidated balance sheets and represents our proportionate share of the outstanding balance of these debt instruments. The carrying value of the guarantee liability equals fair value, which considers an adjustment for our own non-performance risk and is considered a Level 2 measurement. The offset to the guarantee liability was recorded as an adjustment to our respective equity method investment within the unaudited condensed consolidated balance sheets. The resulting change in our equity method investments during the year due to movements in the guarantee represents a non-cash investing activity.

Consolidated VIEs

The following summarizes the assets and liabilities of our consolidated VIEs (including noncontrolling interests):

			As of
			June 30, 2020																		December 31, 2019
			Total Assets						Total Liabilities						Total Assets						Total Liabilities
			(In millions)
RMMC/RMBC			$	201.5					$	17.7					$	207.4					$	17.9
Other			$	87.1					$	15.4					$	65.3					$	20.8

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5. Special Items

We have incurred charges or realized benefits that either we do not believe to be indicative of our core operations, or we believe are significant to our current operating results warranting separate classification. As such, we have separately classified these charges (benefits) as special items.

			Three Months Ended																		Six Months Ended
			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
			(In millions)
Employee-related charges
Restructuring			$	20.8					$	2.6					$	52.9					$	6.3
Impairments or asset abandonment charges
North America - Asset abandonment(1)			35.7						8.5						89.9						16.9
North America - Impairment losses			7.6						—						7.6						—
Europe - Asset abandonment			0.2						—						0.5						0.6
Termination fees and other (gains) losses
North America(2)			—						(61.0)						—						(60.8)
Europe			—						—						—						0.1
Total Special items, net			$	64.3					$	(49.9)					$	150.9					$	(36.9)

(1) Following management approval in December 2019, in January 2020, we announced plans to cease production at our Irwindale, California brewery and entered into an option agreement with Pabst Brewing Company, LLC ("Pabst"), granting Pabst an option to purchase our Irwindale, California brewery, including plant equipment and machinery and the underlying land for $150 million, subject to adjustment as further specified in the option agreement. Pursuant to the option agreement, on May 4, 2020, Pabst exercised its option to purchase the Irwindale brewery, and such purchase is expected to be completed in the fourth quarter of 2020, subject to the satisfaction of certain customary closing conditions.

Charges associated with the planned brewery closure for the three and six months ended June 30, 2020 totaled $40.3 million and $98.3 million, respectively, and consist primarily of accelerated depreciation in excess of normal depreciation of $33.5 million and $83.0 million, respectively. Charges also include employee related costs of $7.5 million and $14.8 million, recognized during the three and six months ended June 30, 2020, respectively, which are included within the restructuring line above. We will continue to incur special charges during each reporting period through the expected sale of the brewery in the fourth quarter of 2020. Remaining net special charges associated with the planned closure are expected to be approximately $10 million to $15 million, consisting primarily of accelerated depreciation charges. However, this estimated range contains significant uncertainty, and actual results could differ materially from these estimates due to uncertainty regarding the ultimate net cost associated with the disposition of assets and restructuring charges.

Separately, during the three and six months ended June 30, 2020 and June 30, 2019 we incurred asset abandonment charges, consisting primarily of accelerated depreciation in excess of normal depreciation related to the closure of the Vancouver brewery, which occurred in the third quarter of 2019, and the planned closure of the Montreal brewery, which is currently expected to occur in 2021. We currently expect to incur additional charges, including estimated accelerated depreciation charges in excess of normal depreciation of approximately CAD 21 million, through final closure of the Montreal brewery. However, due to the uncertainty inherent in our estimates, these estimated future accelerated depreciation charges as well as the timing of the brewery closure are subject to change.

(2) During the second quarter of 2019, we completed the sale of the existing Montreal brewery property for $96.2 million (CAD 126.0 million) and recognized a gain of $61.3 million.

Restructuring Activities

On October 28, 2019, as part of our revitalization plan, we made the determination to establish Chicago, Illinois as our North American operational headquarters, close our existing office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations. In connection with these consolidation activities, certain impacted employees have been extended an opportunity to continue their employment with MCBC in the new organization and locations and, for those not continuing with MCBC, certain of such employees have been asked to provide transition assistance and offered severance and retention packages in connection with their termination of service. We expect the costs associated with the restructuring to be substantially recognized by the end of fiscal year 2021. After taking into account all changes in each of the

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business units, including Europe, the revitalization plan is expected to reduce employment levels, in aggregate, by approximately 600 employees globally.

In connection with these consolidation activities and related organizational and personnel changes, we currently expect to incur certain cash and non-cash restructuring charges related to severance, retention and transition costs, employee relocation, non-cash asset related costs, lease exit costs in connection with our office lease in Denver, Colorado, and other transition activities currently estimated in the range of approximately $90 million to $120 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 recognized through the balance of fiscal years 2020 and 2021. During the three and six months ended June 30, 2020, we recognized severance and retention charges of $8.4 million and $31.1 million, respectively, and our remaining accrued restructuring balance related to the revitalization plan as of June 30, 2020 was approximately $33 million. 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 totaled $4.4 million and $6.4 million for the three and six months ended June 30, 2020, respectively. Additionally, during the second quarter of 2020, we recognized an aggregate impairment loss of $7.6 million related to the closure of the office facility in Denver, Colorado, including our lease right-of use asset, in light of the sublease market outlook as a result of the coronavirus pandemic. Should our ability to obtain future subtenant occupancy for the office location significantly differ from the estimates and assumptions used to determine its fair value, which represent Level 3 measurements, additional impairment losses may be recognized in the future.

Other than those noted above, there were no material changes to our restructuring activities since December 31, 2019, as reported in Part II - Item 8. Financial Statements and Supplementary Data, Note 7, "Special Items" in our Annual Report. We continually evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of ongoing and new initiatives. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.

The accrued restructuring balances as of June 30, 2020 represent expected future cash payments required to satisfy our remaining obligations to terminated employees, the majority of which we expect to be paid in the next 12 months.

			North America						Europe						Total
			(In millions)
As of December 31, 2019			$	42.6					$	4.5					$	47.1
Charges incurred			47.8						8.0						55.8
Payments made			(39.5)						(9.2)						(48.7)
Changes in estimates			(2.1)						(0.8)						(2.9)
Foreign currency and other adjustments			(0.5)						(0.1)						(0.6)
As of June 30, 2020			$	48.3					$	2.4					$	50.7

			North America						Europe						Total
			(In millions)
As of December 31, 2018			$	24.5					$	1.1					$	25.6
Charges incurred and changes in estimates			1.9						4.4						6.3
Payments made			(18.7)						(3.0)						(21.7)
Foreign currency and other adjustments			0.1						—						0.1
As of June 30, 2019			$	7.8					$	2.5					$	10.3

6. Income Tax

			Three Months Ended																		Six Months Ended
			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
Effective tax rate			51		%				18		%				66		%				18		%

The increase in the effective tax rate for the three and six months ended June 30, 2020 was primarily driven by approximately $135 million of discrete tax expense recognized in the second quarter of 2020 related to the hybrid regulations enacted in the second quarter of 2020, as further discussed below. The increase in the effective tax rate during the six months ended June 30, 2020 was further driven by lower pretax income during the first half of 2020.

Since 2018, the U.S. Department of Treasury has continued to issue proposed, temporary and final regulations to implement provisions of the 2017 Tax Act. We have continued to monitor these regulations, and on April 7, 2020, the U.S.

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Department of Treasury enacted final hybrid regulations with full retroactive application to January 1, 2018, with a few exceptions. We have reviewed the final regulations and their impact on our tax positions and financial statements. The final regulations, associated with the taxability of certain interest, impact tax positions we took in 2018 and 2019 and have resulted in additional income tax expense of approximately $135 million, which was recognized upon enactment in the second quarter of 2020. The impact of the finalized regulations could result in cash tax outflows up to this amount in 2021. We continue to analyze the potential cash impacts of the final regulations to minimize any cash outflows.

In July 2020, the U.K. government enacted legislation to repeal the previously enacted reduction to the corporate income tax rate that was due to take effect April 1, 2020, which will change the previously anticipated corporate income tax rate from 17% to 19%. We anticipate the impact to estimated income tax expense in the third quarter of 2020 will be immaterial.

Our tax rate is volatile and may increase or decrease with changes in, among other things, the amount and source of income or loss, our ability to utilize foreign tax credits, excess tax benefits or deficiencies from share-based compensation, changes in tax laws, and the movement of liabilities established pursuant to accounting guidance for uncertain tax positions as statutes of limitations expire, positions are effectively settled, or when additional information becomes available. There are proposed or pending tax law changes in various jurisdictions and other changes to regulatory environments in countries in which we do business that, if enacted, may have an impact on our effective tax rate.

7. Goodwill and Intangible Assets

			North America(1)						Europe						Consolidated
Changes in Goodwill:			(In millions)
Balance as of December 31, 2019			$	6,146.6					$	1,484.8					$	7,631.4
Foreign currency translation			(9.4)						(60.2)						(69.6)
Balance as of June 30, 2020			$	6,137.2					$	1,424.6					$	7,561.8

(1) As a result of the structural changes resulting from the revitalization plan, we re-evaluated our reporting units and have combined our historical U.S. and Canada reporting units into a single North America reporting unit. There were no related changes to our Europe reporting unit. See further discussion below.

The gross amount of goodwill totaled approximately $8.2 billion and $8.3 billion as of June 30, 2020 and December 31, 2019, respectively. Accumulated impairment losses as of June 30, 2020 and December 31, 2019 totaled $651.9 million and $681.3 million, respectively, all of which was related to our North America segment.

The following table presents details of our intangible assets, other than goodwill, as of June 30, 2020:

			Useful life						Gross						Accumulated amortization						Net
			(Years)						(In millions)
Intangible assets subject to amortization:
Brands			10 - 50						$	4,928.7					$	(945.8)					$	3,982.9
License agreements and distribution rights			15 - 20						199.2						(90.7)						108.5
Other			3 - 40						124.0						(46.2)						77.8
Intangible assets not subject to amortization:
Brands			Indefinite						8,132.0						—						8,132.0
Distribution networks			Indefinite						745.2						—						745.2
Other			Indefinite						337.6						—						337.6
Total									$	14,466.7					$	(1,082.7)					$	13,384.0

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The following table presents details of our intangible assets, other than goodwill, as of December 31, 2019:

			Useful life						Gross						Accumulated amortization						Net
			(Years)						(In millions)
Intangible assets subject to amortization:
Brands			10 - 50						$	5,036.3					$	(865.1)					$	4,171.2
License agreements and distribution rights			15 - 20						202.0						(90.6)						111.4
Other			3 - 40						124.0						(39.4)						84.6
Intangible assets not subject to amortization:
Brands			Indefinite						8,172.4						—						8,172.4
Distribution networks			Indefinite						778.8						—						778.8
Other			Indefinite						337.6						—						337.6
Total									$	14,651.1					$	(995.1)					$	13,656.0

The changes in the gross carrying amounts of intangible assets from December 31, 2019 to June 30, 2020 are primarily driven by the impact of foreign exchange rates, as a significant amount of intangible assets are denominated in foreign currencies.

Based on foreign exchange rates as of June 30, 2020, the estimated future amortization expense of intangible assets is as follows:

Fiscal year						Amount
						(In millions)
2020 - remaining						$	108.3
2021						$	213.2
2022						$	207.8
2023						$	206.7
2024						$	206.6

Amortization expense of intangible assets was $54.6 million and $55.2 million for the three months ended June 30, 2020 and June 30, 2019, respectively, and $109.5 million and $110.6 million for the six months ended June 30, 2020 and June 30, 2019, respectively. This expense is primarily presented within marketing, general and administrative expenses on the unaudited condensed consolidated statements of operations.

Reporting Unit Changes and Interim Impairment Testing

As of the date of completion of our 2019 impairment testing discussed above, the operations in each of the specific regions within our historical U.S., Canada, Europe and International segments were considered components based on the availability of discrete financial information and the regular review by segment management. We had further concluded that the components within the U.S., Canada and Europe segments each met the criteria of having similar economic characteristics and therefore we previously aggregated these components into the U.S., Canada and Europe reporting units, respectively. Additionally, we previously determined that the components within our International segment did not meet the criteria for aggregation, and therefore, the operations of our India business constituted a separate reporting unit at the component level, however, the associated goodwill balance was fully impaired in the third quarter of 2019.

As discussed in Note 3, "Segment Reporting," effective January 1, 2020, we changed our management structure from a corporate center and four segments to two segments - North America and Europe. These structural changes included leadership re-alignment with a centralized North America leadership team, an integrated North American supply chain network, and centralized marketing and innovations functions including movement to a single brand manager and North America marketing strategy for our major brands. Additionally, as part of our leadership re-alignment, we moved from two separate U.S. and Canada segment managers, to a single North America segment manager, our President and Chief Executive Officer, who reviews discrete financial information only at the consolidated North America segment level. As a result of these changes, we re-evaluated our historical reporting unit conclusions and have consolidated our previously separate U.S. and Canada reporting units into a single North America reporting unit effective January 1, 2020. There were no changes to our existing Europe reporting unit, which was considered to be at risk of future impairment following the completion of our October 1, 2019 annual impairment testing.

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We completed an interim impairment assessment for our U.S. and Canada reporting units as of January 1, 2020 immediately prior to the reporting unit change, as well as an impairment assessment of the combined North America reporting unit immediately after the change, and determined that no impairments existed. Additionally, as the changes resulted in the combination of our historical U.S. and Canada reporting units into a single North America reporting unit, no further reallocation of goodwill was required.

Additionally, as a result of the structural changes discussed above, including the centralization of the brand management and strategy for our Coors brands across North America, we have aggregated our Coors brand indefinite-lived intangible asset in the U.S. and Coors Light distribution agreement indefinite-lived intangible asset in Canada into a single unit of accounting for the purpose of testing for impairment, effective January 1, 2020. We completed an interim impairment assessment for each individual indefinite-lived intangible asset immediately prior to aggregation, and determined that no impairments existed.

We have further evaluated whether the effects of the coronavirus pandemic, and related impacts to the interest rate environment as well as market multiples, required an additional interim impairment assessment as of June 30, 2020. While factors are present that indicate that triggering events may exist, such as the decline in our market capitalization since the pandemic began in March 2020 combined with recent weakened financial performance, current circumstances do not indicate that it is more likely than not that the fair values of our reporting units or indefinite-lived intangible assets have fallen below their carrying values. Therefore, an interim impairment assessment was not performed as of June 30, 2020. However, we believe that the effects of the coronavirus pandemic may, depending on severity and duration, place our North America and Europe reporting units and certain of our indefinite-lived intangible assets at risk of future impairment. We will continue to monitor the length and severity of the impacts of the pandemic to our business, and if the duration is prolonged and the severity of its impacts continues or worsens, this may indicate the need to perform future interim impairment analyses that could result in material impairments.

Key Assumptions

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. The key assumptions used to derive the estimated fair values of our reporting units and indefinite-lived intangible assets are discussed in Part II—Item 8 Financial Statements, Note 10, "Goodwill and Intangible Assets" in our Annual Report, and represent Level 3 measurements.

Based on known facts and circumstances, we evaluate and consider recent events and uncertain items, as well as related potential implications, as part of our annual and interim assessments and incorporate into the analyses as appropriate. These facts and circumstances are subject to change and may impact future analyses. For example, we continue to monitor the challenges within the beer industry for further weakening or additional systemic structural declines, as well as for adverse changes in macroeconomic conditions such as the coronavirus pandemic that could significantly impact our immediate and long-range results. Specifically, subsequent to the January 1, 2020 interim impairment assessments, the World Health Organization characterized the outbreak of the coronavirus disease as a global pandemic as further discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” Our business has been, and could continue to be, materially and adversely impacted by the coronavirus pandemic. The related weakening of economic conditions during a prolonged pandemic could lead to a material impairment as the duration and severity of the pandemic and resulting impacts to our financial projections are further understood. Additionally, we are monitoring the impacts the coronavirus pandemic has on the market inputs used in calculating our discount rates, including risk-free rates, equity premiums and our cost of debt, which could result in a meaningful change to our weighted-average cost of capital calculation, as well as the market multiples used in our impairment assessment. Furthermore, increased volatility in the equity and debt markets or other country specific factors, including, but not limited to, extended or future government intervention in response to the pandemic, could also result in a meaningful change to our weighted-average cost of capital calculation and other inputs used in our impairment assessment.

Separately, the Ontario government adopted a bill that, if enacted, could adversely impact the existing terms of the beer distribution and retail systems in the province, as further described in Note 12, "Commitments and Contingencies."

While historical performance and current expectations have resulted in fair values of our reporting units and indefinite-lived intangible assets equal to or in excess of carrying values, if our assumptions are not realized, it is possible that an impairment loss may need to be recorded in the future.

Definite-Lived Intangible Assets

Regarding definite-lived intangible assets, we continuously monitor the performance of the underlying assets for potential triggering events suggesting an impairment review should be performed. No such triggering events were identified in the first half of 2020 that resulted in an impairment loss.

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8. Debt

Debt obligations

			As of
			June 30, 2020						December 31, 2019
			(In millions)
Long-term debt:
CAD 500 million 2.75% notes due September 2020			$	368.3					$	384.9
CAD 500 million 2.84% notes due July 2023			368.3						384.9
CAD 500 million 3.44% notes due July 2026			368.3						384.9
$500 million 2.25% notes due March 2020(1)(2)			—						499.8
$1.0 billion 2.1% notes due July 2021(2)			1,000.0						1,000.0
$500 million 3.5% notes due May 2022(1)			505.1						506.5
$2.0 billion 3.0% notes due July 2026			2,000.0						2,000.0
$1.1 billion 5.0% notes due May 2042			1,100.0						1,100.0
$1.8 billion 4.2% notes due July 2046			1,800.0						1,800.0
EUR 800 million 1.25% notes due July 2024			898.7						897.0
Finance leases and other			121.5						129.5
Less: unamortized debt discounts and debt issuance costs			(53.1)						(56.7)
Total long-term debt (including current portion)			8,477.1						9,030.8
Less: current portion of long-term debt			(403.4)						(921.3)
Total long-term debt			$	8,073.7					$	8,109.5
Short-term borrowings:
Commercial paper programs(3)(4)			$	199.9					$	—
Other short-term borrowings(5)			9.7						6.9
Current portion of long-term debt			403.4						921.3
Current portion of long-term debt and short-term borrowings			$	613.0					$	928.2

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

(2)We repaid our $500 million 2.25% notes upon maturity in March 2020, at which time we also settled the associated cross currency swaps resulting in cash receipts of $3.2 million, which were classified as financing and investing activities in our unaudited condensed consolidated statement of cash flows. As of June 30, 2020, we have cross currency swaps associated with our $1.0 billion 2.1% senior notes due 2021 in order to hedge a portion of the foreign currency translational impacts of our European investment. As a result of the swaps, we have economically converted a portion of these notes and associated interest to EUR denominated, which results in a EUR interest rate to be received of 0.71%.

(3)We maintain a $1.5 billion revolving credit facility with a maturity date of July 7, 2024, that allows us to issue a maximum aggregate amount of $1.5 billion in commercial paper or other borrowings at any time at variable interest rates. We use this financing from time to time to leverage cash needs including debt repayments. During the first half of 2020, we utilized borrowings from this facility in order to fund the repayment of our $500 million 2.25% notes upon maturity in March 2020, for working capital and general purposes, as well as a precautionary measure in order to provide enhanced financial flexibility due to uncertain market conditions arising from the impact of the coronavirus pandemic, as further discussed in Note 1, "Basis of Presentation and Summary of Significant Accounting Policies." These borrowings were subsequently repaid during the second quarter of 2020.

As of June 30, 2020, we had $1.3 billion available to draw on the $1.5 billion revolving credit facility, as the borrowing capacity is also reduced by borrowings under our commercial paper program. The outstanding borrowings under our commercial paper program had a weighted-average effective interest rate and tenor of 1.05% and 31 days, respectively, as of June 30, 2020. We had no borrowings drawn on this revolving credit facility and no commercial paper borrowings as of December 31, 2019.

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Subsequent to June 30, 2020, we had net commercial paper payments of approximately $25 million, for a total amount outstanding of approximately $175 million as of July 30, 2020. As such, as of July 30, 2020, we have approximately $1.3 billion available to draw on our total $1.5 billion revolving credit facility. Additionally, we expect to use commercial paper issuances and cash on hand to fund the upcoming repayment of our CAD 500 million 2.75% notes due September 2020, which we began purchasing CAD in anticipation of this upcoming maturity during July 2020.

(4)On May 26, 2020, Molson Coors Brewing Company (UK) Limited (“MCBC U.K.”), a subsidiary of MCBC that operates and manages the Company’s business in the U.K., established a commercial paper facility for the purpose of issuing short-term, unsecured Sterling-denominated notes that are eligible for purchase under the Joint HM Treasury and Bank of England’s COVID Corporate Financing Facility commercial paper program (the “CCFF Program”) in an aggregate principal amount up to GBP 300 million, which may be increased from time to time as provided in the Dealer Agreement (as defined below). Commercial paper issuances under the CCFF Program do not impact the borrowing capacity under our revolving credit facility.

In connection with the CCFF Program, MCBC U.K. and MCBC entered into a Dealer Agreement (the “Dealer Agreement”) with Lloyds Bank Corporate Markets PLC (“Lloyds”), as both the arranger and dealer, pursuant to which notes may be issued to Lloyds at such prices and upon such terms as MCBC U.K. and Lloyds may agree. The maturities of the notes vary but will not be less than seven days nor greater than 364 days. The Dealer Agreement contains customary representations, warranties, covenants and indemnification provisions typical for the issuance of commercial paper of this type. In addition, MCBC entered into a Deed of Guarantee to guarantee the payment of all sums payable from time to time by MCBC U.K. in respect of the notes to the holders of any notes.

As of both June 30, 2020 and July 30, 2020, we had no borrowings outstanding under the CCFF Program.

(5)As of June 30, 2020, we had $6.9 million in bank overdrafts and $39.3 million in bank cash related to our cross-border, cross-currency cash pool, for a net positive position of $32.4 million. As of December 31, 2019, we had $1.1 million in bank overdrafts and $55.0 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $53.9 million. We had total outstanding borrowings of $2.8 million under our two JPY overdraft facilities as of both June 30, 2020 and December 31, 2019. In addition, we have USD, CAD and GBP lines of credit under which we had no borrowings as of June 30, 2020 or December 31, 2019.

Debt Fair Value Measurements

We utilize market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates. As of June 30, 2020 and December 31, 2019, the fair value of our outstanding long-term debt (including the current portion of long-term debt) was approximately $8.7 billion and $9.2 billion, respectively. All senior notes are valued based on significant observable inputs and classified as Level 2 in the fair value hierarchy. The carrying values of all other outstanding long-term borrowings and our short-term borrowings approximate their fair values and are also classified as Level 2 in the fair value hierarchy.

Debt Covenants

On June 19, 2020, we entered into to an amendment to our existing revolving credit facility agreement, which among other things, revised the leverage ratios under the financial maintenance covenant for each fiscal quarter ending on or after June 30, 2020 through the maturity of the credit facility. The maximum leverage ratio, as defined by the amended revolving credit facility agreement as of June 30, 2020 is 4.75x net debt to EBITDA, with an increase to 5.25x net debt to EBITDA as of the last day of the fiscal quarter ending September 30, 2020 through March 31, 2021, followed by a 0.50x reduction to 4.75x net debt to EBITDA for the fiscal quarter ending June 30, 2021. The leverage ratio requirement as of the last day of the fiscal quarter ending September 30, 2021 is reduced by 0.25x to 4.50x net debt to EBITDA, with a further 0.50x reduction to 4.00x net debt to EBITDA as of the last day of the fiscal quarter ending December 31, 2021 through maturity of the credit facility.

Under the terms of each of our debt facilities, we must comply with certain restrictions. These include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold percentages, create or permit liens on assets, and restrictions on mergers, acquisitions, and certain types of sale lease-back transactions. As of June 30, 2020, we were in compliance with all of these restrictions and have met all debt payment obligations. All of our outstanding senior notes as of June 30, 2020 rank pari-passu.

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9. Inventories

			As of
			June 30, 2020						December 31, 2019
			(In millions)
Finished goods			$	244.9					$	236.7
Work in process			93.1						84.0
Raw materials			223.2						227.1
Packaging materials			77.9						68.1
Inventories, net			$	639.1					$	615.9

10. Accumulated Other Comprehensive Income (Loss)

			MCBC stockholders' equity
			Foreign currency translation adjustments						Gain (loss) on derivative instruments						Pension and postretirement benefit adjustments						Equity method investments						Accumulated other comprehensive income (loss)
			(In millions)
As of December 31, 2019			$	(652.5)					$	(87.8)					$	(351.0)					$	(70.9)					$	(1,162.2)
Foreign currency translation adjustments			(242.9)						—						—						—						(242.9)
Gain (loss) on net investment hedges			3.5						—						—						—						3.5
Unrealized gain (loss) on derivative instruments			—						(171.0)						—						—						(171.0)
Reclassification of derivative (gain) loss to income			—						(1.4)						—						—						(1.4)
Amortization of net prior service (benefit) cost and net actuarial (gain) loss to income			—						—						(4.2)						—						(4.2)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)			—						—						—						2.0						2.0
Tax benefit (expense)			(12.6)						42.7						1.0						(0.5)						30.6
As of June 30, 2020			$	(904.5)					$	(217.5)					$	(354.2)					$	(69.4)					$	(1,545.6)

Reclassifications from AOCI to net income (loss) were immaterial for the three and six months ended June 30, 2020 and June 30, 2019.

11. Derivative Instruments and Hedging Activities

Our risk management and derivative accounting policies are presented within Part II—Item 8 Financial Statements, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 16, "Derivative Instruments and Hedging Activities" in our Annual Report and did not significantly change during the first half of 2020. As noted in Note 16 of the Notes included in our Annual Report, due to the nature of our counterparty agreements, and the fact that we are not subject to master netting arrangements, we are not able to net positions with the same counterparty and, therefore, present our derivative positions on a gross basis in our unaudited condensed consolidated balance sheets. Our significant derivative positions have not changed considerably since year-end.

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Derivative Fair Value Measurements

We utilize market approaches to estimate the fair value of our derivative instruments by discounting anticipated future cash flows derived from the derivative's contractual terms and observable market interest, foreign exchange and commodity rates. The fair values of our derivatives also include credit risk adjustments to account for our counterparties' credit risk, as well as our own non-performance risk, as appropriate. The fair value of our warrants to acquire common shares of HEXO at a strike price of CAD 6.00 per share are estimated using the Black-Scholes option-pricing model.

The table below summarizes our derivative assets and liabilities that were measured at fair value as of June 30, 2020 and December 31, 2019.

									Fair value measurements as of June 30, 2020
			As of June 30, 2020						Quoted prices in active markets (Level 1)						Significant other observable inputs (Level 2)						Significant unobservable inputs (Level 3)
			(In millions)
Cross currency swaps			$	12.0					$	—					$	12.0					$	—
Interest rate swaps			(291.3)						—						(291.3)						—
Foreign currency forwards			8.1						—						8.1						—
Commodity swaps and options			(81.3)						—