Molson Coors Beverage (TAP) 10-K risk factor changes: FY2021 vs FY2020

[removed: The reader] [added: Investors] should carefully consider the following risk factors and the other information contained within this report.

[removed: The reader is] [added: Investors are] encouraged to read each risk factor as related and interconnected to the other risk factors set forth in this section.

The [removed: novel] coronavirus pandemic, efforts to mitigate or disrupt the [added: coronavirus] pandemic and related weak, or weakening of, economic or other negative conditions, have disrupted, and may continue to disrupt our business, which has had and could continue to have a material adverse effect on our operations, liquidity, financial condition and financial results.

Our business has been, and we currently expect will continue to be, materially and adversely affected by the [added: ongoing] coronavirus pandemic and related weak, or [removed: continued] weakening of, economic or other negative conditions, particularly in regions where we derive a significant amount of our revenue or profit or where our suppliers and business partners are located, [removed: including,] [added: including those] in [removed: North America] [added: regions of our Americas segment] and [removed: Europe.][added: EMEA&APAC segment.]

Specifically, the coronavirus pandemic has [removed: disrupted] [added: disrupted,] and we currently expect it to continue to [removed: disrupt] [added: disrupt,] our business and [removed: potential] [added: we also continue to expect certain] associated financial impacts.

Those impacts include, but are not limited to, lower net sales in markets affected by the [added: coronavirus] pandemic, including potential material shifts in, and impacts to, demand, the inability to sell our products to on-premise consumers and further disruption to the on-premise channel, including staged on premise re-openings and subsequent closure of on-premise accounts, our ability to [removed: reinstate or] pay a dividend, the delay of, and potential increased costs related to, [added: inflation in the overall macro economy, our supply chain,] inventory production and [removed: fulfillment,] [added: fulfillment] including packaging availability impacted by package mix shifts [removed: related to off-premise demand, including significantly increased need for and limited supplies] [added: based on the prevalence] of [removed: aluminum cans] [added: different packaging types for on-premise] and [removed: paperboard,] [added: off-premise channels,] and lower return rates of our returnable packaging in certain markets, potentially impacting net sales and cost of goods globally and increased incremental costs associated with mitigating the effects of the [added: coronavirus] pandemic, including increased raw materials, freight and logistics costs and other [removed: expenses.][added: expenses and disruptions.]

Packaging material supply shortages and supply chain [removed: constraints] [added: constraints, including cost inflation,] have impacted and could continue to negatively impact our ability to meet increased demand in off-premise channels or particular packages, particularly aluminum cans, which in turn could impact our net sales [removed: revenues] and market share.

[added: Continued disruption and] declines in the global economy have impacted and could continue to impact our customers’ liquidity and capital resources and therefore our ability to collect, or the timeliness of collection of our accounts receivable from them, which may have a material adverse impact on our performance, cash flows and capital resources.

The coronavirus pandemic is ongoing, and its dynamic nature, including uncertainties relating to the [removed: ultimate] [added: continued] spread of the virus, newer variants, the severity of the disease, [added: which can depend on] the [added: particular variant, the] duration of the [added: coronavirus] pandemic, the [removed: roll out and] efficacy of the vaccines and [added: vaccine boosters against the coronavirus and] related [added: variants and related vaccination efforts and associated] prolonged weakening of economic or other negative conditions, such as a recession or slowed economic growth in our markets, and actions that may be taken by governmental authorities to [removed: contain the pandemic or] [added: attempt] to mitigate [removed: its impact,] [added: the impact of the coronavirus pandemic,] makes it difficult to forecast any effects on our results of operations for [removed: 2021] [added: 2022] and in subsequent years.

However, our results of operations in 2020 [added: and 2021] were negatively affected and we currently expect our results of operations for [removed: 2021 to] [added: 2022 could] be significantly [removed: and] adversely affected.

[removed: Specifically, difficult macroeconomic conditions in our markets, such as further decreases in per capita income and level] [added: cost] of [removed: disposable income,] [added: living,] increased and prolonged [added: continued] unemployment or a further decline in consumer [removed: confidence] [added: confidence, in each case,] as a result of the coronavirus [removed: pandemic,] [added: pandemic or otherwise,] as well as limited or significantly reduced points of access of our product, [added: political or economic instability or other country-specific factors] could continue to have a material adverse effect on the demand for our products.

Under difficult economic conditions, consumers may [removed: continue to] seek to reduce discretionary spending by forgoing purchases of our products, by shifting away from our [removed: above-premium] [added: above premium] products to lower-priced products offered by us or other companies or by shifting to off-premise from on-premise consumption, negatively impacting our net sales and margins.

In addition, the coronavirus pandemic and related efforts to mitigate its spread, have impacted, and may continue to impact for the foreseeable future, customer traffic to the on-premise channel, which includes bars, restaurants and [removed: sporting, festival] [added: sporting events, festivals] and other large venues.

Many governmental authorities across [added: the geographic regions in] our [removed: North America] [added: Americas] and [removed: Europe businesses] [added: EMEA&APAC segments] have required that bars and restaurants limit, close or cease sit-down [removed: service,] [added: service at points during 2020, 2021 and to-date in 2022,] which has negatively impacted [added: the results of operations in our Americas] and [added: EMEA&APAC segments, and] we expect will continue to negatively impact on-premise sales of our beverages and previously led to the incurrence of costs to repurchase products that on-premise accounts or distributors were unable or prohibited from selling as a result of the governmental regulations.

Despite the [removed: limited] reopening of on-premise accounts in certain of our markets [removed: in the second and third quarters,] [added: during 2021,] sales to restaurants and bars have not returned to [removed: pre-pandemic] [added: pre-coronavirus pandemic] levels and in many instances, the reopened on-premise accounts have been subsequently forced to close [added: at various times] in certain of our markets as a result of an increase in the spread of the [removed: coronavirus.][added: coronavirus or the outbreak of new variants.]

We also expect some on-premise accounts will [added: again] see a decrease in demand [removed: as colder weather] in [removed: the North American and European] [added: certain] markets [added: in our Americas segment and our EMEA&APAC segment in the winter months, which] may [added: again] reduce or eliminate their outdoor seating [removed: capacity.][added: capacity and affect the results of our operations in our Americas and EMEA&APAC segments.]

[removed: In addition, sporting events, festivals and other large public] gatherings where our products are served have been canceled or permitted to take place only with limited [removed: or no] attendance by the public throughout [removed: North America and Europe and we expect them to largely remain cancelled until a vaccine is distributed to] the [removed: majority of the public.][added: geographies included in our Americas and EMEA&APAC segments.]

Even if such measures are [removed: not implemented] [added: relaxed at certain points in time] and [added: the] coronavirus does not [added: continue to] spread [removed: more significantly,] [added: as rapidly as in recent months,] or if after the [added: coronavirus] pandemic has subsided, fear of re-occurrence or the perceived risk of infection or health risk may adversely affect traffic to the on-premise channel and, in turn, may have a material adverse effect on our business, liquidity, financial condition and results of operations, particularly if any self-imposed or governmental changes are in place for a significant amount of time.

Moreover, our operations could be disrupted by our employees or employees of our business partners, including our supply chain partners, being diagnosed with coronavirus or [removed: were] [added: being] suspected of having coronavirus or other illnesses since this could require us or our business partners to quarantine some or all such employees or close and disinfect our or their facilities.

[added: If a significant percentage of our workforce or the workforce of our] business partners are [added: unable to work or if we or our business partners are] required to close our or their [added: office or] production facilities, including because of [removed: illness] [added: illness, the risks of which may be increased due to employees returning to work,] or travel or government restrictions in connection with the coronavirus pandemic, our operations, including manufacturing and distribution capabilities, may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations.

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

Specifically, [removed: our North American and European] [added: the] markets [added: in which we operate] have experienced vast expansion in [removed: the] [added: above premium, specifically in] craft [removed: beer industry along with the expansion of] [added: beer,] cider, flavored malt beverages (including hard seltzers), [added: ready to drink beverages, spirit-based beverages,] CBD [added: and other cannabis] beverages and other similar beverages.

If our competitors are able to respond more quickly to the evolving trends within the craft beer, [removed: cider,] hard seltzer, flavored malt beverages, [added: ready to drink malt-based, sugar-based and spirits-based beverages,] CBD [added: and other cannabis] beverages and other similar beverages categories, or if our new products in these categories are not successful, our business and financial results may be adversely impacted.

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's intervention to remove distribution [removed: restrictions.][added: regulations, including potential changes to the beer distribution and the retail systems in Ontario as discussed below.]

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 [removed: the] [added: above premium beers, including] craft [removed: beer industry] [added: and import beers] along with [removed: the expansion of cider, hard seltzers, flavored malt beverages, CBD beverages and other similar beverages.]

Accordingly, [removed: we have initiated our] [added: under the] revitalization [removed: plan, pursuant to which] [added: plan] we [removed: will strive] [added: announced in 2019, we are striving] to achieve more consistent topline growth by [added: growing our above premium beer offerings,] expanding beyond beer and into adjacent [added: alcohol and non-alcohol] beverage categories.

In addition, continuing consolidation among major global brewers and between brewers and other beverage companies [added: and convergence of beverage categories] may lead to stronger or new competitors, loss of partner brands, negative impacts on our distributor [added: networks, alternate distribution] networks and pressures from marketing and pricing tactics by competitors.

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

For example, net sales in [removed: North America] [added: our Americas segment] accounted for approximately [removed: 85%] [added: 83%] of our total [removed: 2020] [added: 2021] net sales.

Our success as an enterprise 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 products, consumption of our products decline or we are unable to successfully and timely innovate beyond beer, our business and financial results could be materially adversely affected. Our *Coors Light* and *Miller Lite* brands in the U.S., *Coors Light, Molson Canadian*, *Coors Original* and *Carling* brands in Canada, [added: collectively, our brands in the Americas,] and *Carling, Staropramen, Jelen, Bergenbier* and [removed: *Coors Light*] [added: *Coors*] brands in [removed: Europe] [added: EMEA&APAC] represented more than half of each respective segment's sales volumes in [removed: 2020.][added: 2021.]

Additionally, several of our brands represent a significant share of their respective market, therefore [added: continued] volatility in these markets could disproportionately impact the performance of these brands.

Recently, there has been more attention focused on health concerns and the harmful consumption of alcoholic beverages which could result in a change in the social acceptability of beer and other alcoholic beverages which could materially impact the consumption of [removed: beer] [added: beer, other alcohol beverages] and our sales.

Additionally, [removed: in some of our major markets, specifically North America and Europe,] there has been a shift in consumer preferences within the total beer market away from premium brands to [added: above premium beers, including] "craft beer" produced by smaller, regional microbreweries, as well as a shift within the total alcohol beverage market from beer to wine and [removed: spirits.][added: spirits and continued shifts away from premium brands could impact our future results of operations in the Americas and EMEA&APAC segments.]

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

Although the ultimate impact is currently unknown, the emergence of legal cannabis in certain states in the [removed: United States] [added: U.S.] and in Canada may result in a shift of discretionary income away from our products or a change in consumer preferences [removed: away from beer.]

In connection with our revitalization plan, we plan to [added: continue to] innovate, test and scale products faster than we have before.

We were making progress against these [removed: ambitions,] [added: ambitions] before the impact of the coronavirus pandemic became widespread throughout [removed: North America] [added: the markets in our Americas] and [removed: Europe.][added: EMEA&APAC segments.]

In addition, because our brands carry family names or we may partner with celebrities or other famous sponsors, personal activities by certain members of the Molson or Coors families or our promotional partners that harm their public image or reputation could also have an [added: adverse effect on our brands or our Company.]

Changes in the social acceptability, perceptions and the political view of the beverage categories in which we operate, including alcohol and cannabis, could adversely affect our business. In recent years, there has been an increase in public and political attention on health and well-being as it relates to the alcohol beverage and other categories in which we [removed: operate.][added: operate including cannabis.]

In addition, the alcoholic beverage industry is regularly the subject of anti-alcohol activist activity related to the health concerns from the [removed: misuse] [added: harmful use] of alcohol and concerns regarding underage drinking and exposure to alcohol advertisements.

In addition, sporting events, festivals and other large public

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In late 2021, our U.S. and Canada corporate office and certain field sales employees who were working remotely returned to their respective work offices on a part-time basis.

In addition, if governments elect to mandate the vaccine or regular testing of employees, such impositions may cause workforce shortages, particularly in our supply chain and with our supply chain partners, which could similarly have a negative impact on our operations including increased costs to implement such mandates.

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the expansion of hard seltzers, flavored malt beverages, ready to drink malt-based, sugar-based and spirits-based beverages, CBD and other cannabis beverages and other similar beverages.

Furthermore, our competitors may respond to industry and economic conditions and shifts in consumer behaviors more rapidly or effectively than us.

In order for us to remain competitive, we will need to quickly and correctly continue to adopt digital technologies, build analytical capabilities and scale brand expense investment levels, particularly following the coronavirus pandemic, which our competitors may be able to achieve faster and with more resources.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

away from beer or our other products.

The changing legal landscape with respect to cannabis and the lack of consumer market data makes it difficult to predict the pace at which the cannabis market may grow, if at all, and the products that consumers will purchase in the cannabis marketplace.

For example, in February 2021, the European Union published its Europe Beating Cancer Plan.

As part of the plan, by the end of 2023, the European Union will issue a proposal for mandatory health warnings on alcohol beverage product labels.

Difficult macroeconomic conditions in our markets, such as further decreases in per capita income and level of disposable income driven by increases to inflation, income (and other) taxes, the

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A significant portion of our consolidated net sales are concentrated in the U.S., Canada and countries in Europe, and accordingly represent the majority of net sales within our Americas and EMEA&APAC segments, respectively.

ESG issues, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and damage our reputation. Companies across all industries are facing increasing scrutiny relating to their ESG practices and policies.

Increased focus and activism related to ESG may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of our ESG practices.

In particular, investor advocacy groups, institutional investors, other market participants, stockholders, employees, consumers and customers have increasingly focused on ESG practices of companies, including sustainability performance and risk mitigation efforts.

These stakeholders have placed increased importance on ESG practices and their effect on companies from an investor, consumer, customer or employee perspective.

If our ESG practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our stock price, brand, sales, ability to access capital markets, reputation and employee retention, among other things, may be negatively affected.

In addition, as part of our Company's Our Imprint 2025 strategy, we have published goals across a range of ESG areas, including alcohol responsibility, environmental sustainability and DEI matters.

If we do not adapt to or comply with, new ESG regulations, including climate change and related ESG disclosure requirements, or fail to meet the ESG goals under Our Imprint 2025 strategy or evolving investor, industry or stakeholder expectations and standards, or if we are perceived (whether or not valid) to have not responded appropriately to the growing concern for ESG issues, customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business or financial condition may be adversely affected.

Although we intend to meet these goals, we may be required to expend significant resources to do so, which could increase our operational costs.

Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other business, social, governance or sustainable investments over the achievement of our current goals based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders.

If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups or other stakeholders, which could adversely impact the perception of us and our products and services by current and potential customers, as well as investors, which could in turn adversely impact our results of operations.

Global climate change is expected to have various impacts on our operations, ranging from more frequent extreme weather events to extensive governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to significantly disrupt our business as well as negatively affect our suppliers, supply chain and customers.

Increased frequency or duration of extreme weather conditions, including power disruptions due to the foregoing,

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Beyond the commercial pressures implicated by climate change concerns, our operations may face potential adverse physical effects.

For example, we have a major brewery in the state of Colorado, which has recently experienced several major wildfires, and we have another major brewery in Texas, which experienced a severe winter weather event in 2021.

If any of these or other of our properties and production facilities were to experience a significant operational disruption or catastrophic loss due to natural disasters or severe weather events, it could delay or disrupt production, shipments, and revenue, and result in potentially significant expenses to repair or replace these properties.

We have substantial brewery operations in the states of Colorado and Texas, which have been areas vulnerable to water scarcity conditions.

Certain western U.S. states are experiencing an extended period of drought, which can impact the quality and quantity of agricultural ingredients such as barley and hops, and a recurrence of such conditions could have an adverse effect upon our agricultural supply chain.

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Recently, we experienced certain of the foregoing risks and losses in connection with the March 2021 cybersecurity incident.

For instance, if a government or other regulatory authority were to impose mandatory vaccination or testing requirements, this could significantly increase our costs and could cause significant workforce disruptions and negatively impact our hiring and retention of employees, all of which could negatively affect our supply chain, manufacturing, distribution or other business processes.

For example, in late 2021 and 2022 we have been negotiating collective bargaining agreements with our Québec unionized sales, distribution and brewery employees.

Although we believe that our relations with the labor unions that represent our Québec employees are generally good, no assurance can be made that we will successfully negotiate those agreements and unsuccessful negotiations may affect our business and operations.

If a strike or lockout were to occur, it could have an adverse effect on our business and financial results.

Continued disruption and

Softer consumer demand for our products could reduce our profitability and could negatively affect our overall financial performance.

A significant portion of our consolidated net sales revenues are concentrated in markets where the coronavirus pandemic impacts have been significant.

In addition, difficult economic conditions may have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, should we seek future financing.

Additionally, we may have unexpected costs and liabilities; revenue and cash provided by operations may continue to decline; macroeconomic conditions may continue to weaken; prolonged and severe levels of unemployment may negatively impact our consumers; and competitive pressures may increase, resulting in difficulty maintaining adequate liquidity and meeting our deleverage commitments and as a result, our credit ratings could be downgraded, which would adversely impact our business, including by increasing our costs of future borrowing and harming our ability to refinance our debt in the future on acceptable terms or access the capital markets, if we are able to obtain additional financing on terms that are acceptable to us at all.

Further, notwithstanding the amendment to our revolving credit facility on June 19, 2020 to revise the leverage ratios under the financial maintenance covenant upwards for the six fiscal quarters beginning with the second quarter of 2020, should the impacts of the pandemic and resulting performance adversely affect our ability to remain compliant with our covenants in our revolving credit facility agreement and absent another amendment or waiver from participating lenders, the outstanding borrowings on our revolving credit facility agreement may become immediately due.

Such events may additionally trigger an event of default on our senior notes resulting in the potential acceleration of amounts due thereunder.

If a significant percentage of our workforce or the workforce of our business partners are unable to work or if we or our

Failure to generate significant cost savings and margin improvement through our ongoing

initiatives could adversely affect our profitability.

As a result of this pandemic and resulting uncertainty in the economy, we are making adjustments in the short-term and intend to use the savings, generated from the revitalization plan, to help protect our cash and liquidity position.

adverse effect on our brands or the Company.

Difficult macroeconomic conditions in our markets, such as further decreases in per capita income and level of disposable income driven by increases to inflation, income taxes, the cost of living, increased and prolonged unemployment or a further decline in consumer confidence as a result of the coronavirus pandemic or otherwise, as well as limited or significantly reduced points of access of our product, political or economic instability other country-specific factors could continue to have a material adverse effect on the demand for our products.

A significant portion of our consolidated net sales revenues are concentrated in North America and Europe.

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 office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations.

However, the coronavirus pandemic has altered, and in some cases, delayed our ability to implement components of the revitalization plan.

We were making progress against these ambitions before the impact of the coronavirus pandemic became widespread.

As a result of this pandemic and resulting uncertainty in the economy, we made adjustments in the short-term and used a significant portion of the savings generated from the revitalization to help protect our cash and liquidity position.

In connection with these consolidation activities, we currently expect to incur certain cash and non-cash restructuring charges related to 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 currently estimated in the range

of approximately $100 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 year 2021.

During 2020 and 2019, we recognized severance and retention charges of $35.6 million and $41.2 million, respectively, bringing the aggregate of such charges to approximately $100 million since the plan was initiated.

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

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

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 connection with the consolidation of our office locations, we experienced a certain amount of employee turnover and have had to recruit, hire and train new talent.

The turnover, the onboarding of new talent and any resulting distraction has the potential to negatively impact the overall performance of our employees and employee morale, resulting in loss of institutional knowledge, 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.

indebtedness, and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

execute our revitalization plan, and increase our vulnerability to general adverse economic and industry

conditions, such as the current economic climate caused by the coronavirus pandemic;

debt, thereby limiting the availability of our cash flow to fund future acquisitions, working capital, business

activities, and other general corporate requirements;

- limit our ability to obtain additional financing for working capital, capital expenditures, strategic

opportunities, including acquisitions or other investments, to fund growth or for general corporate purposes,

even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities

by rating organizations were revised downward; and

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.

terephthalate containers, as well as, cardboard and other paper products.

In general, aluminum cans allow for lower packaging costs compared to most other types of packaging materials.

The trend away from glass bottles could result in higher fixed cost deleverage related to these assets and an ultimate decreased need for the assets that support this packaging, which could adversely impact profitability.

[removed: The following] Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") [added: in this Annual Report on Form 10-K] is provided to assist in understanding our Company, operations and current business environment and should be considered a supplement to, and read in conjunction with, the accompanying [added: audited] consolidated financial statements and notes included within [removed: Part] [added: [Part] II—Item [removed: 8 Financial] [added: 8](#i35e476aa41d949638592825f3543d7e8_109) [Financial] Statements and Supplementary [removed: Data,] [added: Data](#i35e476aa41d949638592825f3543d7e8_109),] as well as the discussion of our business and related risk factors in [removed: Part I—Item] [added: [Part I—](#i35e476aa41d949638592825f3543d7e8_22)[Item] 1 [removed: Business] [added: Business](#i35e476aa41d949638592825f3543d7e8_22)] and [removed: Part I—Item] [added: [Part I—](#i35e476aa41d949638592825f3543d7e8_37)[Item] 1A Risk [removed: Factors,] [added: Factors](#i35e476aa41d949638592825f3543d7e8_37),] respectively.

A discussion related to the results of operations and changes in financial condition for [removed: 2019] [added: 2020] compared to [removed: 2018] [added: 2019] has been omitted from this report, but may be found in Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2019] [added: 2020] Form 10-K, filed with the SEC on February [removed: 12, 2020,] [added: 11, 2021,] which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com.

Unless otherwise indicated, (a) all $ amounts are in USD, (b) comparisons are to comparable prior periods and (c) [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] refers to the 12 months ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018,] [added: 2019,] respectively.

From *Coors Light*, *Miller Lite, Molson Canadian, Carling,* and *Staropramen* to *Coors Banquet, Blue Moon Belgian White, Blue Moon LightSky, Vizzy, Coors Seltzer, Leinenkugel’s Summer Shandy, Creemore Springs, Hop Valley* and more, we produce [removed: some of the most] [added: many] beloved and iconic beer [removed: brands ever made.][added: brands.]

While [removed: the] [added: our] Company’s history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle [removed: with sparkling cocktails, hard coffee, canned wine, kombucha, cider and more.][added: as well.]

[removed: Coronavirus] [added: *Coronavirus] Global [removed: Pandemic][added: Pandemic*]

[removed: The] [added: We have been actively monitoring the impact of the] coronavirus pandemic [added: which has] had a material adverse effect on our operations, liquidity, financial condition and results of operations [removed: during our full year] [added: in] 2020 [removed: due mainly to the on-premise closures worldwide.][added: and 2021.]

[removed: In addition,] [added: Certain] sporting events, festivals and other large public gatherings where our products are served have [removed: been canceled throughout North America and Europe.][added: started to return with restrictions including proof of vaccination or negative coronavirus testing requirements.]

[removed: Additionally, these and other] [added: Throughout the world, any] governmental or societal impositions of restrictions on public gatherings, especially if prolonged in nature, [removed: whether government or self-imposed,] will [removed: have adverse effects on] [added: continue to impact] on-premise traffic and, in turn, our business.

See further discussion in [removed: Part] [added: [Part] I.

[removed: [Item] [added: Item] 1.

[removed: Business](#i3d6a958107eb4e3aa2ef5305e4c59ff0_19)] [added: Business](#i35e476aa41d949638592825f3543d7e8_22)] regarding the historical percentage of [removed: volume and net sales represented in the] on-premise [added: channel versus off-premise] within our [removed: North America] [added: Americas] and [removed: Europe] [added: EMEA&APAC] segments and resulting implications to expected profitability as a result of the effective closures of the on-premise in the markets in which we operate.

In addition, where we have seen shifts in demand to the off-premise, and shifts [removed: into] [added: back to the on-premise and the related shifts between] certain package types, [removed: which] [added: this] has strained our supply chain and package availability, [removed: particularly with aluminum can demand and other packaging materials,] requiring that we strategically prioritize certain brands and package [removed: types.][added: types and expand the number of suppliers we work with to ensure we can meet production requirements.]

Our supply chain continues to work diligently to ensure sufficient supply of these [removed: high demand] [added: high-demand] brand and packages as we adjust to these changing consumer dynamics.

Further, during 2020, we recorded charges of $15.5 million within cost of goods sold related to temporary "thank you" pay for certain essential [removed: North America] [added: Americas segment] brewery employees.

See [removed: Part] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data,] [added: Data,](#i35e476aa41d949638592825f3543d7e8_136)] [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_136)] [added: Policies"](#i35e476aa41d949638592825f3543d7e8_136)] for additional details.

As a result of the ongoing impacts of the [added: coronavirus] pandemic, we [removed: have continued] [added: continue] to take various mitigating actions to offset some of the implications to our employees and communities, as well as the challenges to performance, while also ensuring liquidity and [removed: deleverage] [added: deleveraging] remain key [removed: priorities as further discussed within ["Liquidity and Capital Resources"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_76) below.][added: priorities.]

Such potential actions [added: may] include, but are not limited to, drawing on our revolving line of credit facility, issuing additional commercial paper under our U.S. commercial paper [removed: program, issuing commercial paper under the COVID Corporate Financing Facility in the U.K.] [added: program] (see [removed: Part] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data,] [added: Data,](#i35e476aa41d949638592825f3543d7e8_166)] [Note 11, [removed: "Debt"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_172)] [added: "De](#i35e476aa41d949638592825f3543d7e8_166)[b](#i35e476aa41d949638592825f3543d7e8_166)[t](#i35e476aa41d949638592825f3543d7e8_166)["](#i35e476aa41d949638592825f3543d7e8_166)] for further discussion of the facilities and our remaining capacity), further accessing the capital markets, reducing discretionary spending including [removed: marketing, general and administrative as well as] capital [removed: expenditures, asset monetization and taking advantage of certain governmental programs such as furloughs in the U.K. and government relief and payment deferral programs, for example by the U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and other such government-sponsored legislation] [added: expenditures] and [removed: programs.][added: asset monetization.]

[removed: Further, in] [added: In] response to the global economic uncertainty created by the coronavirus [removed: pandemic] [added: pandemic,] our board of directors suspended our regular quarterly dividends on our Class A and Class B common and exchangeable shares in May 2020.

[added: See ["Liquidity and Capital Resources"](#i35e476aa41d949638592825f3543d7e8_82) and [Item 1A.](#i35e476aa41d949638592825f3543d7e8_37)] ["Risk [removed: Factors"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_34)] [added: Factors](#i35e476aa41d949638592825f3543d7e8_37)["](#i35e476aa41d949638592825f3543d7e8_37)] in this report for additional information regarding the impact of the global coronavirus [removed: pandemic.][added: pandemic on our liquidity.]

We also continue to monitor the impacts of the [added: coronavirus] pandemic on the recoverability of our assets, including goodwill and indefinite-lived intangible assets.

[removed: In particular, given] [added: Given] the length and severity of the impacts of the [added: global] coronavirus pandemic on our [removed: Europe business,] [added: EMEA&APAC segment,] as well as the protracted recovery [removed: currently] expected in certain on-premise markets, we recorded a goodwill impairment loss of $1,484.3 million in the fourth quarter of 2020.

If the duration of the [added: coronavirus] pandemic is [added: further] prolonged and the severity of its impact continues or worsens, it could result in additional significant impairment losses.

See [removed: Part] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data,] [added: Data,](#i35e476aa41d949638592825f3543d7e8_163)] [Note 10, "Goodwill and Intangible [removed: Assets"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_166)] [added: Assets"](#i35e476aa41d949638592825f3543d7e8_163)] for [removed: further details.][added: additional information.]

[removed: Revitalization Plan][added: *Revitalization Plan*]

On October 28, 2019, we initiated a revitalization plan designed to allow us to invest across our [removed: business] [added: portfolio] to drive long-term, sustainable [removed: success.][added: growth.]

[removed: During 2020, we also established Chicago, Illinois as our North America segment operational headquarters,] [added: We] closed our office in Denver, Colorado and consolidated certain administrative functions into our other existing office locations.

We [removed: also] have certain activity that is not allocated to our [removed: segments, which has been reflected as “Unallocated.” Specifically, "Unallocated" activity] [added: segments and] primarily includes [removed: financing related] [added: financing-related] costs such as interest expense and income, foreign 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 [removed: relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides.][added: relationships.]

See [removed: Part] [added: [Part] II - Item 8.

[removed: During 2020 and] [added: We began to incur charges related to these restructuring activities during the fourth quarter of] 2019 [added: and] we recognized severance and retention charges of [added: $4.0 million,] $35.6 million and $41.2 [removed: million,] [added: million during the years ended December 31, 2021, December 31, 2020 and December 31, 2019,] respectively.

See [removed: Part] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data, [“Note] [added: Data](#i35e476aa41d949638592825f3543d7e8_154) [Note] 7, [removed: Special Items”](#i3d6a958107eb4e3aa2ef5305e4c59ff0_154)] [added: "Special Items"](#i35e476aa41d949638592825f3543d7e8_154)] for [removed: additional] [added: further] details [removed: related to] [added: on] these [removed: restructuring and other charges.][added: impairment losses.]

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

The following table highlights summarized components of our consolidated statements of operations for the years ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019,] [added: 2020] and December 31, [removed: 2018.][added: 2019.]

See [removed: Part] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data, “Consolidated] [added: Data,](#i35e476aa41d949638592825f3543d7e8_67) [“](#i35e476aa41d949638592825f3543d7e8_67)[Consolidated] Statements of [removed: Operations”] [added: Operatio](#i35e476aa41d949638592825f3543d7e8_67)[ns](#i35e476aa41d949638592825f3543d7e8_67)[”](#i35e476aa41d949638592825f3543d7e8_67)] for additional details of our U.S. GAAP [removed: results.][added: results comparing December 31, 2021 and December 31, 2020.]

| | | | December 31, [removed: 2020] [added: 2021] | | | | | | Change | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | Change | | | | | | December 31, [removed: 2018] [added: 2019] | | |

| Financial volume in hectoliters | | | [removed: 84.479] [added: 84.028] | | | | | | [removed: (8.9)] [added: (0.5)] | | % | | | | [removed: 92.722] [added: 84.479] | | | | | | [removed: (4.0)] [added: (8.9)] | | % | | | | [removed: 96.627] [added: 92.722] | | |

| Net sales | | | $ | [removed: 9,654.0] [added: 10,279.7] | | | | | [removed: (8.7)] [added: 6.5] | | % | | | | $ | [removed: 10,579.4] [added: 9,654.0] | | | | | [removed: (1.8)] [added: (8.7)] | | % | | | | $ | [removed: 10,769.6] [added: 10,579.4] | |

| Net income (loss) attributable to MCBC | | | $ | [removed: (949.0)] [added: 1,005.7] | | | | | N/M | | | | | | $ | [removed: 241.7] [added: (949.0)] | | | | | [removed: (78.4)] [added: N/M] | | [removed: %] | | | | $ | [removed: 1,116.5] [added: 241.7] | |

| Net income (loss) attributable to MCBC per diluted share | | | $ | [removed: (4.38)] [added: 4.62] | | | | | N/M | | | | | | $ | [removed: 1.11] [added: (4.38)] | | | | | [removed: (78.4)] [added: N/M] | | [removed: %] | | | | $ | [removed: 5.15] [added: 1.11] | |

Overview

Items Affecting Reported Results

Items Affecting Consolidated Results of Operations

*Cybersecurity Incident*

During March 2021, we experienced a systems outage that was caused by a cybersecurity incident.

We engaged leading forensic information technology firms and legal counsel to assist our investigation into the incident and we restored our systems after working to get the systems back up as quickly as possible.

Despite these actions, we experienced delays and disruptions to our business, including brewery operations, production and shipments.

This incident caused us to not produce or ship as much as we otherwise would have in the first quarter of 2021.

Subsequently, in the balance of 2021, we made progress recovering from the incident with increased shipments and have operationally recovered as of December 31, 2021.

In addition, we incurred certain incremental one-time costs of $2.4 million for the year ended December 31, 2021 related to consultants, experts and data recovery efforts, net of insurance recoveries.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

In 2021, while we saw improvements in the marketplace related to the coronavirus global pandemic as on-premise locations began to re-open across the world, including in the U.S. and Europe, which led to a shift in revenue from off-premise to on-premise starting in the second quarter and continuing through the third quarter of 2021, during the fourth quarter of 2021, a new variant of coronavirus, Omicron, created additional uncertainty and negatively impacted our on-premise business.

While on-premise volumes in our EMEA&APAC segment progressively improved throughout 2021 as bars and restaurants reopened with restrictions, due to implications of the new coronavirus variant, consumer behavior in the U.K. and across Central Europe became more uncertain as individuals were encouraged to work from home and reduce other personal interactions during the fourth quarter of 2021.

With a shift in consumer behavior and surge in coronavirus cases not only in Europe but also in the U.S. and Canada at the end of the year, sales to the on-premise during the fourth quarter of 2021 were negatively impacted.

The extent to which our operations will continue to be impacted by the coronavirus pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including the level of governmental or societal orders or restrictions on public gatherings and on-premise venues, including any vaccine mandates or testing requirements, the severity and duration of the coronavirus pandemic by market, including continued or prolonged outbreaks of variants, changes in consumer behavior, the rate of vaccination and the efficacy of vaccines against the coronavirus and related variants.

We continue to actively monitor the ongoing evolution of the coronavirus pandemic and resulting impacts to our business.

Despite the improvements in re-openings of on-premise locations from 2020, closures and openings with restrictions continued to impact our financial results during 2021.

Specifically, beginning in the first quarter of 2020 and continuing into the first half of 2021, we experienced a significant decline in on-premise demand in the Americas and EMEA&APAC segments resulting from lockdowns and other government-imposed restrictions to the on-premise.

While certain countries in Europe lifted lockdown restrictions, particularly in the U.K. which resulted in the reopening of certain on-premise locations early in the second quarter of 2021 with measures removed early in the third quarter of 2021, the on-premise did not return to pre-pandemic levels in the EMEA&APAC segment.

In addition, during the first half of 2021, certain provinces of Canada, including the most populous provinces, endured lockdowns pursuant to which bars and restaurants were required to close.

During the third quarter of 2021, these venues began to reopen with varying degrees of restrictions; however, during the fourth quarter of 2021 as a result of implications from the new coronavirus variant, restrictions in certain provinces were implemented and consumer behavior in the on-premise became more uncertain and as a result sales to the on-premise channel in the fourth quarter of 2021 were negatively impacted.

Throughout 2021, the U.S. progressively reopened, and sales to restaurants and bars returned to near pre-coronavirus pandemic levels within the Americas segment but pulled back towards the end of the year as a result of the spread of the Omicron coronavirus variant.

While the U.S., Canada, and Western European countries have seen an increase in vaccination levels throughout 2021, certain Eastern European countries have lagged, and therefore, the risk of further coronavirus pandemic restrictions and governmental imposed lockdowns remains throughout Europe.

Additionally, in order to support and demonstrate our commitment to the continued viability of the many bars and restaurants which were negatively impacted by the coronavirus pandemic, during the first quarter of 2020, we initiated temporary keg relief programs in many of our markets.

We committed to provide customers with reimbursements for untapped kegs that met certain established return requirements in conjunction with the voluntary programs.

As a result, during 2020, we recognized a reduction to net sales of $30.3 million ($13.2 million for the Americas segment and $17.1 million for the EMEA&APAC segment) for reimbursements through these keg relief programs, substantially all of which was recognized in the first quarter of 2020 other than immaterial adjustments for changes in estimates during the remainder of 2020, reflecting estimated sales returns and reimbursements through these keg relief programs.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

Further, during 2020, we recognized charges of $12.1 million ($9.2 million for the Americas segment and $2.9 million for the EMEA&APAC segment), substantially all of which were recognized in the first quarter of 2020 other than immaterial adjustments for changes in estimates during the remainder of 2020, within cost of goods sold related to obsolete finished goods keg inventories that were not expected to be sold within our freshness specifications, as well as the estimated costs to facilitate the above mentioned keg returns.

We continue to monitor the coronavirus pandemic and will take additional actions as necessary if the global coronavirus pandemic takes a further negative turn.

In the third quarter of 2021, a quarterly dividend was reinstated.

The revitalization plan established Chicago, Illinois as our Americas segment operational headquarters.

As of January 1, 2020, we changed our name to Molson Coors Beverage Company and changed our management structure to two segments - Americas and EMEA&APAC.

As of the year ended December 31, 2021, the revitalization plan restructuring charges were substantially complete.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

*Cost Inflation*

We are experiencing cost inflation, including higher transportation and input costs which negatively impacted our results of operations during the year ended December 31, 2021.

We expect cost inflation to continue to have a negative impact in 2022.

Higher transportation costs are a result of increased fuel prices, a short supply of truck drivers worldwide and increased freight costs.

Driver shortages are forcing us to use the spot market and to pay spot market prices which are higher than they have been in many years.

We are taking steps to reduce the impact of driver shortages by shipping more beverages via rail.

Such discussion does not reflect the recast of the historical presentation of segment information as a result of the reporting segment changes that became effective on January 1, 2020.

Executive Summary

The effects of the pandemic remain highly uncertain especially around the severity and duration of the outbreak and actions by government authorities to contain the pandemic or address its impact, among other things.

Many governmental entities across North America and Europe required that bars and restaurants close or cease sit-down service during the second quarter of 2020 and again at the end of 2020, which negatively impacted the on-premise sales of our beverages and led to the incurrence of costs to repurchase products that on-premise accounts or distributors were unable or prohibited from selling as a result of the governmental regulations.

This can be seen in our financial results during the full year 2020.

During this same time, other restaurants and bars implemented closures and modified their hours, either voluntarily or as a result of governmental orders or quarantines.

At the end of the second quarter and into the third quarter of 2020, there was a phased reopening of a significant number of on-premise accounts in certain of our markets, but with restrictions and in the fourth quarter some of these re-openings were reversed and businesses were shut down again.

Sales to restaurants and bars have not returned to pre-pandemic levels and in many instances, the reopened on-premise accounts have been impacted by further restrictions or further shut downs imposed as a result of the increased spread of the coronavirus.

Sales to on-premise customers tend to be higher margin than sales to off-premise (retail outlets) customers.

We experienced a significant adverse volume impact in 2020 resulting from the initial closure of, and subsequent continued impacts to, the on-premise channel.

As perspective, we estimate that approximately 23% of our 2019 consolidated net sales resulted from on-premise consumption, with approximately 17% of our North America net sales and approximately 50-55% of our Europe net sales each coming from this important part of the industry, and in many of our markets the on-premise business had been reduced to zero for much of the second quarter of 2020.

While we began to see some of the on-premise return mid-year in many of our markets, with the exception of the U.K., which did not reopen until early July, business and consumer behavior in the channel has been slow and remains uncertain.

Subsequently, in the fourth quarter of 2020, the second pandemic wave triggered new lockdowns with different levels of restrictions in Europe and Canada depending on the market.

Therefore, as a result of this uncertainty, we currently continue to expect a significant adverse impact to both net sales and profit performance for fiscal 2021 and, possibly beyond.

Additionally, in order to support the challenges facing our on-premise customers and retailers, and our overall commitment to quality, during the first quarter of 2020, we initiated voluntary temporary keg relief programs in many of our markets providing customers with reimbursements for untapped kegs that met certain established return requirements.

As a result, our results for 2020 further include aggregate charges of $42.4 million, inclusive of a reduction to net sales of $30.3 million for reimbursements through these keg relief programs, as well as charges of $12.1 million within cost of goods sold related to obsolete finished goods keg inventories that were unable to be sold within our freshness specifications as a result of the ongoing on-premise impacts, as well as the costs to facilitate the above mentioned keg returns.

These keg return and inventory obsolescence charges were primarily recognized during the first quarter of 2020.

In addition to actions already taken, additional actions may be necessary.

See ["Liquidity and Capital Resources"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_76) and Item 1A.

Under this plan, we intend to accelerate investments behind our largest brands, invest significantly in the above premium segment and invest more in whitespace and beyond beer opportunities.

Progress has been made against these ambitions despite the complexities and adversity brought by the coronavirus pandemic.

The savings from the

revitalization plan have been routed not only to the goals of the revitalization plan, but also to protecting our cash and liquidity position during the uncertainties brought on by the pandemic.

The combined segment share for *Coors Light* and *Miller Lite* continued to grow in the United States in 2020 despite the constraints of the pandemic restrictions.

We increased the proportion of our above premium products in our North America portfolio and introduced new hard seltzer products to markets in the United States and parts of Europe.

Additionally, Truss, our joint venture with HEXO, introduced ready-to-drink cannabis beverages in Canada.

See ["Outlook"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_94) below for additional discussion regarding progress on our revitalization plan.

Effective January 1, 2020, we changed our management structure from a corporate center and four segments to two segments - North America and Europe.

We recasted the historical presentation of segment information as a result of these reporting segment changes accordingly.

Financial Statements, [Note 3,"Segment Reporting"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_142) for additional details.

In connection with these consolidation activities, we currently expect to continue to incur certain cash and non-cash restructuring charges related to severance, retention and transition costs, employee relocation, non-cash asset related costs, lease impairment and exit costs in connection with our office lease in Denver, Colorado and other transition activities currently estimated in the range of approximately $100 million to $120 million in the aggregate, the majority of which are cash charges that we began recognizing as special items in the fourth quarter of 2019, and have been, and will continue to, further recognize through 2021.

These charges, along with the other revitalization costs, bring the aggregate of such charges to approximately $100 million since the plan was initiated in 2019.

After taking into account all changes in each of the business units, including Europe, the execution of the plan has reduced employment levels, in aggregate, by approximately 600 employees globally.

We currently expect the costs associated with the restructuring to be substantially recognized by the end of fiscal year 2021.

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

N/M = Not meaningful

2020 Financial Highlights

- In 2020, we incurred a net loss attributable to MCBC of $949.0 million compared to net income attributable to MCBC of $241.7 million in the prior year, primarily attributable to a goodwill impairment loss in our Europe segment of $1,484.3 million recorded in the fourth quarter of 2020, lower financial volume, higher tax expense driven by $135 million related to the enactment of the U.S. final hybrid regulation in the second quarter of 2020, keg sales returns and other coronavirus-related costs, partially offset by lower marketing, general and administrative expenses, an approximate $108 million year-over-year favorable variance resulting from unrealized mark-to-market changes on our commodity positions, a goodwill impairment loss in our North America segment of $668.3 million recorded in 2019 and positive pricing in North America and Europe.

- During 2020, we repaid our $500 million 2.25% notes and CAD $500 million 2.75% notes upon their respective maturities throughout the year as part of our deleveraging commitment.

- We generated cash flow from operating activities of approximately $1.7 billion, representing a 10.6% decrease from approximately $1.9 billion in 2019.

Our objective [removed: in managing these exposures] is to [added: manage our exposures and to] decrease the volatility of our earnings and cash flows [removed: due to] [added: as a result of] changes in underlying rates and costs.

The counterparties to [removed: our] [added: these] market-based transactions are generally highly rated institutions.

We are exposed to volatility in interest rates with regard to [added: our] current and future debt offerings.

[removed: To mitigate this exposure as it pertains] [added: We may from time] to [removed: future] [added: time enter into interest rate swaps on our current] debt [removed: offerings and] [added: obligations as our hedging strategy is] to achieve our desired fixed-to-floating rate debt [removed: profile,] [added: profile such that] we [removed: may enter into interest rate swaps from time to time.][added: manage the volatility in earnings as well as the cost of funding our operations.]

We manage our foreign currency exposures through foreign currency forward contracts and [removed: foreign-denominated debt.][added: net investment hedges.]

[removed: We] [added: From time to time, we] may [removed: also] enter into cross currency [removed: swaps from time to time.][added: swaps.]

We [added: are exposed to the volatility in commodity prices as we] use commodities in the production and distribution of our products.

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, [added: 2021 and December 31,] 2020.

| Forward starting interest rate swaps | | | [removed: $] | [removed: 250.0] | | [removed: | | |] $ | [removed: 250.0 | | | | | $ | —] [added: 1,500.0] | | | | | $ | [removed: —] [added: 1,500.0] | | | | | $ | [removed: —] [added: (170.8)] | | | | | $ | [removed: 1,000.0] [added: (221.5)] | | | | | $ | [removed: 1,500.0] [added: (160.5)] | | | | | $ | [removed: (221.5)] [added: (177.1)] | |

| Options | | | [removed: $] | [removed: 16.8] | | [removed: | | |] $ | [removed: —] [added: 68.2] | | | | | $ | [removed: —] [added: 16.8] | | | | | $ | [removed: —] [added: 0.1] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 16.8 | | | | | $ |] — | |

The following table presents [removed: the results of the sensitivity analysis, which reflects the impact of a hypothetical 10% adverse change in each of these risks to] our [removed: derivative and debt portfolio, with the exception of interest] [added: fixed] rate [removed: risk to our] [added: debt and] forward starting interest rate swaps [removed: in which we have applied] [added: as well as the impact of] an absolute 1% adverse change [removed: to the respective instrument's] [added: in] interest [removed: rate:][added: rates on their respective fair values.]

| [added: *(in millions)*] | | | [removed: December] [added: | | | As of December] 31, [added: 2021 | | | | | | As of December 31,] 2020 | | | | | | [removed: December] [added: As of December] 31, [removed: 2019] [added: 2021] | | | [added: | | | As of December 31, 2020 | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2020 | | |]

| Foreign currency denominated [added: fixed rate] debt | | | [added: | | |] $ | [removed: (190.4)] [added: 1,701.0] | | | | | $ | [removed: (194.2)] [added: 1,763.1] | | [added: | | | $ | (1,763.1) | | | | | $ | (1,861.3) | | | | | $ | (171.9) | | | | | $ | (190.4) | |]

In the normal course of our global operations, we are exposed to market risks associated with foreign currency exchange fluctuations, volatile interest rates and commodity price risks.

To manage our exposure to these market risks, we enter into certain supplier-based and market-based hedging transactions.

Such transactions are allowed under our risk management policy and are monitored closely with clear controls around the activities.

Specifically, we are exposed to U.S. Department of Treasury rates, Canadian government rates and LIBOR, or any such LIBOR alternative like SONIA, SOFR or EURIBOR, for example.

Further, we may enter into forward starting interest rate swaps to manage our exposure to the volatility of interest rates associated with future interest payments on a forecasted debt issuance.

See [Part II - Item 8.

Financial Statements and Supplementary Data,](#i35e476aa41d949638592825f3543d7e8_166) [Note 11.

"Debt"](#i35e476aa41d949638592825f3543d7e8_166) for the maturity dates of our outstanding debt instruments.

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2021 and December 31, 2020, respectively.

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| | | | | | | Notional amounts | | | | | | | | | | | | Fair Value Asset/(Liability) | | | | | | | | | | | | Effect of 1% Adverse Change | | | | | | | | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

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| USD denominated fixed rate debt | | | | | | $ | 5,400.0 | | | | | $ | 6,400.0 | | | | | $ | (5,952.7) | | | | | $ | (7,211.4) | | | | | $ | (200.0) | | | | | $ | (213.2) | |

| Foreign currency denominated fixed rate debt | | | | | | $ | 1,701.0 | | | | | $ | 1,763.1 | | | | | $ | (1,763.1) | | | | | $ | (1,861.3) | | | | | $ | (10.5) | | | | | $ | (6.5) | |

Foreign currency exchange risk is inherent in our operations primarily due to operating results that are denominated in currencies other than the USD.

We closely monitor our operations in each country and seek to adopt appropriate strategies that are responsive to foreign currency fluctuations.

Our financial risk management policy is intended to offset a portion of the potentially unfavorable impact of exchange rates on our earnings and cash flows.

Changes in foreign currency exchange rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries, royalty agreements and transactions denominated in currencies other than the USD, and their related cash flows, specifically related to the purchase of production inputs and imports, as well as our foreign currency-denominated debt.

See [Part II - Ite](#i35e476aa41d949638592825f3543d7e8_136)[m](#i35e476aa41d949638592825f3543d7e8_136)[, 8.

Fin](#i35e476aa41d949638592825f3543d7e8_136)[ancial Stateme](#i35e476aa41d949638592825f3543d7e8_136)[nts and Supplementary Data](#i35e476aa41d949638592825f3543d7e8_136)[,](#i35e476aa41d949638592825f3543d7e8_136) [Note 1.

"Basis of Prese](#i35e476aa41d949638592825f3543d7e8_136)[ntation and Summary of Significant Accounting Policies](#i35e476aa41d949638592825f3543d7e8_136)["](#i35e476aa41d949638592825f3543d7e8_136) for our accounting policy over the accounting for translation adjustments and foreign currency transactions.

Approximately $3.0 billion, or 30%, of our net sales was denominated in functional currencies other than the USD for the year ended December 31, 2021.

As a result, fluctuations in foreign currency exchange rates other than the USD, particularly the CAD and the GBP, may have a material impact on our reported results.

For the year ended December 31, 2021, net sales denominated in CAD and GBP was approximately $1.3 billion and $1.0 billion, respectively.

Our EUR foreign-denominated debt is a net investment hedge against our investment in our Europe business in order to hedge a portion of the foreign currency translational impacts.

The changes in fair value of the net investment hedge due to the fluctuations in the spot rate is recorded to AOCI.

Our foreign currency forward contracts manage our exposure related to certain royalty agreements, the purchase of production inputs and imports that are denominated in currencies other than the functional entity's local currency and other foreign currency exchange exposure.

We settled the cross currency swaps associated with the $1.0 billion notes when they were repaid on July 15, 2021 and had no cross currency swaps outstanding as of December 31, 2021.

The following table includes details of our foreign currency forwards used to hedge our foreign exchange rate risk as well as the impact of a hypothetical 10% adverse change in the related foreign currency exchange rates on the fair value of the foreign currency forwards.

The majority of our outstanding foreign currency forwards will mature in fiscal 2022.

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| | | | | | | Notional amounts | | | | | | | | | | | | Fair Value Asset/(Liability) | | | | | | | | | | | | Effect of 10% Adverse Change | | | | | | | | |

| *(in millions)* | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2020 | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2020 | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2020 | | |

| Foreign currency Forwards | | | | | | $ | 170.8 | | | | | $ | 181.2 | | | | | $ | (1.5) | | | | | $ | (4.9) | | | | | $ | (19.0) | | | | | $ | (20.5) | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

We specifically hedge our exposure to fluctuations in the price of natural gas, aluminum, barley and wheat.

In the normal course of business, we actively manage our exposure to various market risks by entering into various supplier-based and market-based hedging transactions, authorized under established risk management policies that place clear controls on these activities.

We perform assessments of their credit risk regularly.

Primary exposures include U.S. Department of Treasury rates, Canadian government rates and LIBOR.

Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency-denominated cash flows.

To manage the related price risk for these costs, we utilize market-based derivatives and long-term supplier-based contracts.

Our primary objective when entering into these transactions is to achieve price certainty for commodities used in our supply chain.

We manage our exposures through a combination of purchase orders, long-term supply contracts and over-the-counter financial instruments.

Equity Price Risk

We currently hold warrants allowing us the option to purchase common shares of HEXO Corp. ("HEXO"), our Truss LP ("Truss") joint venture partner in Canada.

These warrants are subject to equity price risk, representative of the potential future loss of value that would result from a decline in the market price of HEXO's underlying common shares.

Details of market-risk sensitive debt, derivative and other financial instruments are included in the table below.

See Part II—Item 8 Financial Statements and Supplementary Data, [Note 11, "Debt"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_172) and [Note 16, "Derivative Instruments and Hedging Activities"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_193) for further discussion.

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| | | | Notional amounts by expected maturity date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2020 | | |

| | | | Year end | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | Thereafter | | | | | | Total | | | | | | Fair value Asset/ (Liability) | | |

| | | | (In millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Long-term debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| CAD 500 million 2.84% notes due 2023 | | | $ | — | | | | | $ | — | | | | | $ | 392.9 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 392.9 | | | | | $ | (414.9) | |

| CAD 500 million 3.44% notes due 2026 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 392.9 | | | | | $ | 392.9 | | | | | $ | (432.6) | |

| $1.0 billion 2.10% notes due 2021 | | | $ | 1,000.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,000.0 | | | | | $ | (1,017.9) | |

| $500 million 3.5% notes due 2022 | | | $ | — | | | | | $ | 500.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 500.0 | | | | | $ | (524.0) | |

| $2.0 billion 3.0% notes due 2026 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,000.0 | | | | | $ | 2,000.0 | | | | | $ | (2,206.4) | |

| $1.1 billion 5.0% notes due 2042 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,100.0 | | | | | $ | 1,100.0 | | | | | $ | (1,376.0) | |

| $1.8 billion 4.2% notes due 2046 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,800.0 | | | | | $ | 1,800.0 | | | | | $ | (2,087.1) | |

| EUR 800 million 1.25% notes due 2024 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 977.3 | | | | | $ | — | | | | | $ | — | | | | | $ | 977.3 | | | | | $ | (1,013.8) | |

| Foreign currency management: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Forwards | | | $ | 116.9 | | | | | $ | 56.3 | | | | | $ | 8.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 181.2 | | | | | $ | (4.9) | |

| Cross currency swaps | | | $ | 400.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 400.0 | | | | | $ | (26.5) | |

| Interest rate management: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commodity pricing management: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Swaps | | | $ | 460.4 | | | | | $ | 318.8 | | | | | $ | 139.7 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 918.9 | | | | | $ | 65.2 | |

We hold warrants providing us with the ability to purchase 2.9 million common shares of HEXO, our Truss joint venture partner, at a strike price of CAD 24.00 per share, which expire on October 4, 2021.

The fair value of our warrant asset at December 31, 2020 was $0.3 million.

See [Note 16, "Derivative Instruments and Hedging Activities"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_193) for further details.

*Sensitivity Analysis*

Our market sensitive derivative and other financial instruments, as defined by the SEC, are debt, foreign currency forward contracts, commodity swaps, commodity options, cross currency swaps, forward starting interest rate swaps and warrants.

We monitor foreign exchange risk, interest rate risk, commodity risk, equity price risk and related derivatives using a sensitivity analysis.

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

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

[removed: Accordingly, effective January 1, 2020, our reporting segments include: North America (North America segment), operating] [added: Our Americas segment operates] in the U.S., Canada and various countries in the Caribbean, Latin and South [removed: America;] [added: America] and [removed: Europe (Europe segment), operating] [added: our EMEA&APAC segment operates] in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries, and certain countries within the Middle East, Africa and Asia Pacific.

While [removed: the] [added: our] Company’s history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well.

In January 2020, we changed our name from Molson Coors Brewing Company to Molson Coors Beverage Company in connection with our [removed: revitalization plan.][added: expansion beyond the beer aisle.]

[removed: The] [added: Starting at the end of the first quarter of 2020, the] coronavirus pandemic had a material adverse effect on our operations, liquidity, financial condition and results of [removed: operations in 2020 and we currently expect it will continue to have a material impact to our financial results in 2021 and possibly beyond.][added: operations.]

We continue to actively monitor the ongoing evolution of the [added: coronavirus] pandemic and resulting impacts to our [removed: business and have taken various mitigating actions in response to the impacts of the pandemic and to position our business for the long term.][added: business.]

See further discussion of the status of the [added: coronavirus] pandemic and its impacts on our Company, including the on- and off-premise impacts to our segments in [Part II.

Management's Discussion and [removed: Analysis](#i3d6a958107eb4e3aa2ef5305e4c59ff0_58).][added: Analysis](#i35e476aa41d949638592825f3543d7e8_61).]

Over time the market has become increasingly complex as the consolidation of brewers has occurred globally, [added: resulting in a small number of large global brewers representing the majority of the worldwide beer market.]

In addition to the growth of smaller local craft breweries, changing consumer trends are pushing the industry toward above [removed: premium beer,] [added: premium, including] flavored malt [removed: beverages] [added: beverages, craft beer] and beyond beer altogether.

In recent years, the hard seltzer market has emerged and has experienced [removed: phenomenal] [added: significant] growth, particularly in the [removed: U.S..][added: U.S. While we do not believe that the rapid growth will continue as the market has matured, we do believe the hard seltzer market will continue to be of importance.]

We evaluate ourselves in relation to other global brewers using various metrics, including overall market capitalization, volume, net [removed: sales revenue,] [added: sales,] gross margins and net profits, as well as our position within each of our core markets, with the goal to be the first choice for our people, consumers and customers.

To provide a perspective of the relative size of the major participants in the global brewing market, the market capitalization of our primary global competitors, based on foreign exchange rates as of December 31, [removed: 2020,] [added: 2021,] were as follows:

| Anheuser-Busch InBev SA/NV ("ABI") | | | $ | [removed: 140.6] [added: 122.1] | |

| Heineken N.V. ("Heineken") | | | $ | [removed: 64.2] [added: 64.7] | |

| Carlsberg Group ("Carlsberg") | | | $ | [removed: 23.9] [added: 25.5] | |

| Asahi Group Holdings, Ltd. ("Asahi") | | | $ | [removed: 20.8] [added: 19.7] | |

We have a diverse portfolio of beloved and iconic owned and partner brands including *Blue Moon, [added: Carling,] Coors Banquet, Coors Light, Miller [added: High Life, Miller] Genuine Draft, Miller Lite* and *Staropramen*.

In addition to these iconic brands, we offer [added: products in the above] premium, [added: including flavored malt beverages (which includes hard seltzers), craft and ready to drink beverages,] premium [removed: lights, economy, above] [added: (which includes] premium [added: lights)] and [removed: craft beers.][added: economy segments.]

Further, [removed: we offer a] [added: our] modern and growing portfolio [removed: that] expands beyond the beer aisle as well.

We craft [added: and distribute] high-quality, innovative beverages with the purpose of uniting people to celebrate all life’s moments.

The following includes [removed: our] [added: the] primary brands sold in each of our segments.

| [removed: *Arizona] [added: *Henry's] Hard [removed: Green Tea(3)*] [added: Soda*] | | | | | | [removed: *Henry's Hard*] [added: *Pilsner Urquell(1)*] | | | | | | [removed: *Pilsner Urquell(1)*] | | |

| *Atwater [removed: Brewing brands*] [added: Brewing* brands] | | | | | | [removed: *Icehouse*] [added: *Keystone*] | | | | | | [removed: *Revolver*] [added: *Rickard's*] | | |

| *Belgian Moon LightSky* | | | | | | *Le Trou du Diable* | | | | | | [removed: *Saint Archer*] [added: *Steel Reserve*] | | |

| *Blue Moon* | | | | | | *Leinenkugel's* | | | | | | [removed: *Smith & Forge*] [added: *Terrapin* brands] | | |

| *Blue Moon LightSky* | | | | | | *Mad Jack* | | | | | | [removed: *Staropramen*] [added: *Topo Chico Hard Seltzer(6)*] | | |

| *Brasseurs de [removed: Montréal brands*] [added: Montréal* brands] | | | | | | *Mickey's* | | | | | | [removed: *Steel Reserve*] [added: *Vizzy Hard Seltzer*] | | |

| *Carling* | | | | | | *Miller64* | | | | | | [removed: *Terrapin brands*] [added: *ZOA(7)*] | | |

| *Carling Black Label* | | | | | | *Miller Genuine Draft* | | | | | | [removed: *Vizzy*] | | |

| *Coors Banquet* | | | | | | *Miller High Life* | | | | | | [added: Licensed premium import brands(2)] | | |

| *Coors Edge* | | | | | | *Miller Lite* | | | | | | [added: *Dos Equis*] | | |

| *Coors Light* | | | | | | *Milwaukee's Best* | | | | | | [removed: Licensed premium import brands(2)] [added: *Heineken*] | | |

| *Coors Original* | | | | | | *Molson Canadian* | | | | | | [removed: *Dos Equis*] [added: *Heineken 0.0*] | | |

| *Coors Seltzer* | | | | | | *Molson Dry* | | | | | | [removed: *Heineken*] [added: *Moretti*] | | |

| *Coors Slice* | | | | | | *Molson Export* | | | | | | [removed: *Heineken 0.0*] [added: *Sol*] | | |

| *Creemore Springs* | | | | | | *Molson Ultra* | | | | | | [removed: *Moretti*] [added: *Strongbow cider*] | | |

| *Exel* | | | | | | *Old Style Pilsner* | | | | | | [removed: *Strongbow cider*] | | |

| *Aspall Cider* | | | | | | *Cobra(1)* | | | | | | [removed: *Ozujsko*] [added: *Niksicko*] | | |

| *Blue Moon* | | | | | | *Kamenitza* | | | | | | [removed: *Stella Artois(1)*] [added: *Staropramen*] | | |

As of December 31, 2021, we changed the names of our reporting segments to the Americas and EMEA&APAC segments (formerly named the North America segment and Europe segment, respectively) to better reflect the geographic locations encompassed within the reportable segments.

This change to our segment names had no impact on the composition of our segments, our financial position, results of operations, cash flow or segment level results previously reported.

Certain figures and certain discussions of markets throughout this section focus on the largest regions of our Americas segment and excludes discussion of Latin America and the Caribbean due to data not being readily available.

Certain figures and certain discussions of markets throughout this section focus on the largest region of our EMEA&APAC segment and excludes discussions of the Middle East, Africa and APAC due to data not being readily available.

On October 11, 2016, we entered into a purchase agreement with Anheuser-Busch InBev SA/NV to acquire 100% of the outstanding equity and voting interests of MillerCoors, previously a joint venture between MCBC and the former SABMiller plc.

Our revitalization plan, announced on October 28, 2019, focuses on the execution of the following principal strategies: building on the strength of our iconic core brands, growing our above premium portfolio, expanding beyond the beer aisle and investing in our capabilities and supporting our people and communities.

Through the execution of the revitalization plan, we broadened our range of products and offerings within our portfolio to also include, among others, hard seltzers, ready to drink beverages and a variety of non-alcoholic beverage offerings.

In order to support the overall premiumization of our portfolio, we have strategically de-prioritized certain non-core economy SKUs.

The revitalization plan is intended to drive sustainable net sales and earnings growth, despite potential volume declines as the portfolio mix shifts towards a higher composition of above premium products.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

In 2021, we saw improvements in the marketplace related to the coronavirus global pandemic as on-premise locations began to re-open around the world at varying degrees, despite setbacks in certain markets related to the outbreak of new variants.

The extent to which our operations will continue to be impacted by the coronavirus pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including the level of governmental or societal orders or restrictions on public gatherings and on-premise venues, including any vaccine mandates or testing requirements, the severity and duration of the coronavirus pandemic by market, including outbreaks of variants, changes in consumer behavior, inflationary pressures resulting from the coronavirus pandemic, the rate of vaccination and the efficacy of vaccines against the coronavirus and related variants.

| MCBC | | | $ | 10.2 | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

Brands sold in the Americas Segment

| *Arizona Hard Green Tea(3)* | | | | | | *Hop Valley* brands | | | | | | *Redd's(4)* | | |

| *Arnold Palmer Spiked(3)* | | | | | | *Icehouse* | | | | | | *Revolver* brands | | |

| *Belgian Moon* | | | | | | *La Colombe(5)* | | | | | | *Staropramen* | | |

| (5) Under a distribution agreement with La Colombe Torrefaction, Inc. | | | | | | | | | | | | | | |

| (6) Under brand authorization agreements with The Coca Cola Company. | | | | | | | | | | | | | | |

| (7) Under a distribution agreement with Zoa Energy, LLC. | | | | | | | | | | | | | | |

Brands sold in the EMEA&APAC Segment

| *Bavaria(1)* | | | | | | *Coors* | | | | | | *Ozujsko* | | |

| *Beck's(1)* | | | | | | *Corona Extra(1)* | | | | | | *Rekorderling Cider(1)* | | |

| *Bergenbier* | | | | | | *Jelen* | | | | | | *Sharp's Doom Bar* | | |

| *Branik* | | | | | | *Madri* | | | | | | *Three Fold Hard Seltzer* | | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

In 2021, we operated the following segments: Americas and EMEA&APAC.

Americas Segment

During the third quarter of 2021, TYC commenced retail operations with its first product sales in the state of Texas.

Transportation of our product to distributors in the U.S. is primarily contracted through third-party logistics providers and shipped by truckload.

We have long-term contracts in place with third-party logistics providers to mitigate price fluctuations in freight costs.

In instances where transportation needs cannot be met by contracted freight carriers, we utilize the spot freight market.

Over the years, the trucking industry has experienced an aging driver demographic which has led to a decreased supply of truck drivers.

Additionally, since the onset of the coronavirus pandemic, this trend accelerated as the trucking industry has seen an increased shortage in truck drivers which has resulted in inflation across certain supply chains.

In response to trends seen within the transportation industry, we have begun to transport more products via railway, through insulated boxcars or intermodal shipping containers, as an action taken to mitigate the level of inflation seen in freight costs within the trucking industry.

The transportation of our products in Canada varies by the go to market strategy in each province.

We primarily distribute our products to The Beer Store by truckload.

Management's](#i35e476aa41d949638592825f3543d7e8_61)

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

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.

We recast the historical presentation of segment information as a result of these reporting segment changes accordingly.

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.

Expanded offerings include, among others, hard seltzers and a variety of non-alcoholic offerings.

The extent to which our operations will continue to 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, roll out and efficacy of the vaccines, and actions by government authorities to contain the pandemic or treat its impact, among other things.

resulting in a small number of large global brewers representing the majority of the worldwide beer market.

We believe the hard seltzer market will continue to gain traction and be of increasing importance.

| MCBC | | | $ | 10.0 | |

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.

This includes our current and emerging plans in the non-alcoholic beverage segment.

Brands sold in North America

| *Arnold Palmer Spiked(3)* | | | | | | *Hop Valley* | | | | | | *Redd's(4)* | | |

| *Belgian Moon* | | | | | | *Keystone* | | | | | | *Rickard's* | | |

| *Crispin* | | | | | | *Movo* | | | | | | *Sol* | | |

Brands sold in Europe

| *Bavaria(1)* | | | | | | *Coors Light* | | | | | | *Rekorderling Cider(1)* | | |

| *Beck's(1)* | | | | | | *Corona Extra(1)* | | | | | | *Sharp's Doom Bar* | | |

| *Bergenbier* | | | | | | *Jelen* | | | | | | *Staropramen* | | |

| *Carling* | | | | | | *Niksicko* | | | | | | | | |

In 2020, we operated the following segments: North America and Europe.

North America Segment

Separately, in April 2020, we completed the formation of a new joint venture with HEXO and it launched its first non-alcoholic hemp-derived cannabidiol ("CBD") beverages in Colorado.

Newfoundland, independent distributors in Newfoundland and government liquor commissioners in Yukon, Northwest territories, and Nunavut.

We continue to monitor the coronavirus pandemic, which has had a material adverse effect on our North America operations, liquidity, financial condition and results of operations in the second quarter of 2020 due to on-premise closures.

The pandemic continued to have a significant adverse effect during the third and fourth quarters of 2020 due to the on-premise locations only being open at partial capacity and at reduced hours.

We currently expect these significant adverse effects to continue into 2021 as on-premise locations have experienced, and we believe will continue to experience, capacity and hour limitations.

The effects of the pandemic remain highly uncertain especially around the duration of the outbreak and actions by government authorities to contain the pandemic or address its impact, among other things.

This compares to our 2019 estimate that approximately 16% and 17% of our volume and net sales, respectively, were from the on-premise channel which tends to be more profitable than the off-premise channel as a result of its higher above premium brand mix, higher net sales revenue per hectoliter and lower package costs due to the higher volume of kegs sold.

We have seen some of the on-premise demand shift to the off-premise; however, this shift has not been proportionate to the severe declines in volume lost from the on-premise closures and weakened demand.

As a result of the coronavirus pandemic and resulting government-imposed restrictions and related on-premise closures, this portion of our business effectively ceased entirely from the middle of March 2020 into June 2020.

Additionally, continuing governmental or societal impositions on bars and restaurants and restrictions on public gatherings including the growing risk of a return of shutdowns, especially if prolonged in nature, we expect will continue to have adverse effects on on-premise traffic and, in turn, our business performance, cash flows and liquidity.

Other

The below chart shows a meaningful shift to aluminum cans in 2020, largely as a result of changes in consumer behavior throughout the coronavirus pandemic.

In fiscal year 2019, aluminum cans made up 69% of packaging materials in North America.

Stainless steel kegs:

In recent years, we have experienced a shift in the allocation among different packaging types toward aluminum cans and bottles and away from glass bottles.

This accelerated in 2020 due to the coronavirus pandemic where we observed a shift in volume to off-premise channels and aluminum cans and away from on-premise channels and glass bottles.

In general, aluminum cans allow for lower packaging costs compared to most other types of packaging materials.

The trend away from glass bottles could result in higher fixed cost deleverage related to these assets and an ultimate decreased need for the assets that support this packaging, which could adversely impact profitability.

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

For information regarding litigation, other disputes and environmental and regulatory proceedings see [removed: Part] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data,] [added: Data,](#i35e476aa41d949638592825f3543d7e8_187)] [Note 18, "Commitments and [removed: Contingencies."](#i3d6a958107eb4e3aa2ef5305e4c59ff0_199)][added: Contingencies."](#i35e476aa41d949638592825f3543d7e8_187)]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][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 30, [removed: 2020,] [added: 2021,] was approximately [removed: $6.3] [added: $9.8] 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 officers and directors of the registrant (and their respective affiliates) as of June 30, [removed: 2020,] [added: 2021,] 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: 4, 2021:][added: 16, 2022.]

Class [removed: A Common Stock—2,561,670 shares Class] B Common [removed: Stock—200,395,991] [added: Stock—200,598,966] shares

As of February [removed: 4, 2021,] [added: 16, 2022,] the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

Class [removed: A Exchangeable Shares—2,718,267 shares Class] B Exchangeable [removed: Shares—11,104,594] [added: Shares—11,104,565] shares

Documents Incorporated by Reference: Portions of the registrant's definitive proxy statement for the registrant's [removed: 2021] [added: 2022] 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: 2020,] [added: 2021,] are incorporated by reference under Part III of this Annual Report on Form 10-K.

| [Glossary of Terms and [removed: Abbreviations](#i3d6a958107eb4e3aa2ef5305e4c59ff0_10)] [added: Abbreviations](#i35e476aa41d949638592825f3543d7e8_10)] | | | | | | | | | [removed: [2](#i3d6a958107eb4e3aa2ef5305e4c59ff0_10)] [added: [2](#i35e476aa41d949638592825f3543d7e8_10)] | | |

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| [Item [removed: 9A.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_226)] [added: 9A.](#i35e476aa41d949638592825f3543d7e8_199)] | | | | | | [Controls and [removed: Procedures](#i3d6a958107eb4e3aa2ef5305e4c59ff0_226)] [added: Procedures](#i35e476aa41d949638592825f3543d7e8_199)] | | | [removed: [143](#i3d6a958107eb4e3aa2ef5305e4c59ff0_226)] [added: [135](#i35e476aa41d949638592825f3543d7e8_199)] | | |

| [Item [removed: 9B.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_229)] [added: 9B.](#i35e476aa41d949638592825f3543d7e8_202)] | | | | | | [Other [removed: Information](#i3d6a958107eb4e3aa2ef5305e4c59ff0_229)] [added: Information](#i35e476aa41d949638592825f3543d7e8_202)] | | | [removed: [143](#i3d6a958107eb4e3aa2ef5305e4c59ff0_229)] [added: [135](#i35e476aa41d949638592825f3543d7e8_202)] | | |

| [Item [removed: 10.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_235)] [added: 10.](#i35e476aa41d949638592825f3543d7e8_208)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3d6a958107eb4e3aa2ef5305e4c59ff0_235)] [added: Governance](#i35e476aa41d949638592825f3543d7e8_208)] | | | [removed: [144](#i3d6a958107eb4e3aa2ef5305e4c59ff0_235)] [added: [136](#i35e476aa41d949638592825f3543d7e8_208)] | | |

| [Item [removed: 11.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_238)] [added: 11.](#i35e476aa41d949638592825f3543d7e8_211)] | | | | | | [Executive [removed: Compensation](#i3d6a958107eb4e3aa2ef5305e4c59ff0_238)] [added: Compensation](#i35e476aa41d949638592825f3543d7e8_211)] | | | [removed: [144](#i3d6a958107eb4e3aa2ef5305e4c59ff0_238)] [added: [136](#i35e476aa41d949638592825f3543d7e8_211)] | | |

| [Item [removed: 12.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_241)] [added: 12.](#i35e476aa41d949638592825f3543d7e8_214)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3d6a958107eb4e3aa2ef5305e4c59ff0_241)] [added: Matters](#i35e476aa41d949638592825f3543d7e8_214)] | | | [removed: [144](#i3d6a958107eb4e3aa2ef5305e4c59ff0_241)] [added: [136](#i35e476aa41d949638592825f3543d7e8_214)] | | |

| [Item [removed: 13.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_244)] [added: 13.](#i35e476aa41d949638592825f3543d7e8_217)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3d6a958107eb4e3aa2ef5305e4c59ff0_244)] [added: Independence](#i35e476aa41d949638592825f3543d7e8_217)] | | | [removed: [144](#i3d6a958107eb4e3aa2ef5305e4c59ff0_244)] [added: [136](#i35e476aa41d949638592825f3543d7e8_217)] | | |

| [Item [removed: 14.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_247)] [added: 14.](#i35e476aa41d949638592825f3543d7e8_220)] | | | | | | [Principal [removed: Account](#i3d6a958107eb4e3aa2ef5305e4c59ff0_247)[ant](#i3d6a958107eb4e3aa2ef5305e4c59ff0_247)] [added: Account](#i35e476aa41d949638592825f3543d7e8_220)[ant](#i35e476aa41d949638592825f3543d7e8_220)] [Fees and [removed: Services](#i3d6a958107eb4e3aa2ef5305e4c59ff0_247)] [added: Services](#i35e476aa41d949638592825f3543d7e8_220)] | | | [removed: [144](#i3d6a958107eb4e3aa2ef5305e4c59ff0_247)] [added: [136](#i35e476aa41d949638592825f3543d7e8_220)] | | |

| [Item [removed: 15.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_253)] [added: 15.](#i35e476aa41d949638592825f3543d7e8_226)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i3d6a958107eb4e3aa2ef5305e4c59ff0_253)] [added: Schedules](#i35e476aa41d949638592825f3543d7e8_226)] | | | [removed: [145](#i3d6a958107eb4e3aa2ef5305e4c59ff0_253)] [added: [137](#i35e476aa41d949638592825f3543d7e8_226)] | | |

| [Item [removed: 16.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_259)] [added: 16.](#i35e476aa41d949638592825f3543d7e8_232)] | | | | | | Form 10-K [removed: [Summary](#i3d6a958107eb4e3aa2ef5305e4c59ff0_259)] [added: [Summary](#i35e476aa41d949638592825f3543d7e8_232)] | | | [removed: [152](#i3d6a958107eb4e3aa2ef5305e4c59ff0_259)] [added: [144](#i35e476aa41d949638592825f3543d7e8_232)] | | |

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 in Part II—Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and under the heading [removed: "Outlook for 2021" therein,] [added: "[Items Affecting Reported Results](#i35e476aa41d949638592825f3543d7e8_64)",] with respect to expectations regarding the impact of the coronavirus pandemic on our operations, liquidity, financial condition and financial results, expectations regarding future dividends, overall volume trends, consumer preferences, pricing trends, industry forces, cost reduction strategies, including our revitalization [removed: plan announced in 2019 and the estimated range of related charges and timing] [added: plan, expectations] of [removed: cash charges,] [added: cost inflation,] 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.

These risks and uncertainties include, but are not limited to, those described in [removed: Part I—Item] [added: [Part I—](#i35e476aa41d949638592825f3543d7e8_37)[Item] 1A "Risk [removed: Factors"] [added: Factors"](#i35e476aa41d949638592825f3543d7e8_37)] elsewhere throughout this report, and those described from time to time in our past and future reports filed with the SEC.

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 [removed: otherwise.][added: otherwise, except as required by applicable law.]

Our business is subject to a number of risks and uncertainties, including those described in [Part [removed: I, Item] [added: I,](#i35e476aa41d949638592825f3543d7e8_37) [Item] 1A.

Risk [removed: Factors](#i3d6a958107eb4e3aa2ef5305e4c59ff0_34)] [added: Factors](#i35e476aa41d949638592825f3543d7e8_37)] of this [removed: annual] report.

- the [removed: novel] coronavirus pandemic, efforts to mitigate or disrupt the pandemic and related weak, or weakening of, economic or other negative conditions;

- [added: environmental, social and governance (“ESG”) issues,] climate change and other weather events;

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, Canada

H3C 2M1

Class A Common Stock—2,562,506 shares

Class A Exchangeable Shares—2,717,367 shares

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

| [PART I.](#i35e476aa41d949638592825f3543d7e8_19) | | | | | | | | | | | |

| [Item 6.](#i35e476aa41d949638592825f3543d7e8_58) | | | | | | [\[Reserved\]](#i35e476aa41d949638592825f3543d7e8_58) | | | [41](#i35e476aa41d949638592825f3543d7e8_58) | | |

| [Item 9C.](#i35e476aa41d949638592825f3543d7e8_2199023257473) | | | | | | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspection](#i35e476aa41d949638592825f3543d7e8_2199023257473) | | | [135](#i35e476aa41d949638592825f3543d7e8_2199023257473) | | |

| [PART III.](#i35e476aa41d949638592825f3543d7e8_205) | | | | | | | | | | | |

| [PART IV.](#i35e476aa41d949638592825f3543d7e8_223) | | | | | | | | | | | |

| [Signatures](#i35e476aa41d949638592825f3543d7e8_235) | | | | | | | | | [145](#i35e476aa41d949638592825f3543d7e8_235) | | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

- investment performance of pension plan holdings and related pension plan costs;

- our dependence on the global supply chain and impacts of supply chain constraints and inflationary pressure;

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

1555 Notre Dame Street East, Montréal, Québec, Canada

H2L 2R5

| [PART I.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_16) | | | | | | | | | | | |

| [Item 6.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_55) | | | | | | [Selected Financial Data](#i3d6a958107eb4e3aa2ef5305e4c59ff0_55) | | | [38](#i3d6a958107eb4e3aa2ef5305e4c59ff0_55) | | |

| [PART III.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_232) | | | | | | | | | | | |

| [PART IV.](#i3d6a958107eb4e3aa2ef5305e4c59ff0_250) | | | | | | | | | | | |

| [Signatures](#i3d6a958107eb4e3aa2ef5305e4c59ff0_262) | | | | | | | | | [153](#i3d6a958107eb4e3aa2ef5305e4c59ff0_262) | | |

- our restructuring activities and the success of our revitalization plan;

- the U.K.'s exit from the European Union;

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

As of February [removed: 11, 2021,] [added: 23, 2022,] our major facilities were owned (unless otherwise indicated) and are as follows:

| [removed: Administrative offices] | | | | | | Chicago, Illinois(1) | | | | | | [removed: North America] [added: Americas] segment operational headquarters | | |

| | | | | | | Montréal, Québec | | | | | | Corporate principal executive office and [removed: North America] [added: Americas] segment administrative office | | |

| | | | | | | Golden, Colorado | | | | | | Corporate principal executive office and [removed: North America] [added: Americas] segment administrative office | | |

| | | | | | | Milwaukee, Wisconsin | | | | | | [removed: North America] [added: Americas] segment administrative office | | |

| | | | | | | Toronto, Ontario | | | | | | [removed: North America] [added: Americas] segment administrative office | | |

| | | | | | | [removed: Montréal, Québec(3)] [added: Longueuil, Québec] | | | | | | Brewing and packaging | | |

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

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

| [removed: Administrative offices] | | | | | | Burton-on-Trent, U.K. | | | | | | [removed: Europe] [added: EMEA&APAC] segment operational headquarters | | |

| | | | | | | Prague, Czech Republic | | | | | | [removed: Europe] [added: EMEA&APAC] segment administrative office | | |

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

| | | | | | | Burton-on-Trent, [removed: U.K.(5)] [added: U.K.(4)] | | | | | | Brewing and packaging | | |

| | | | | | | Ploiesti, [removed: Romania(5)] [added: Romania(4)] | | | | | | Brewing and packaging | | |

| | | | | | | Prague, Czech [removed: Republic(5)] [added: Republic(4)] | | | | | | Brewing and packaging | | |

| | | | | | | Tadcaster Brewery, Yorkshire, [removed: U.K.(5)] [added: U.K.(4)] | | | | | | Brewing and packaging | | |

(1)We lease the office space for our [removed: North America] [added: Americas] segment operational headquarters in Chicago, [removed: Illinois.][added: Illinois as well as the office space for our global business services center in Bucharest, Romania.]

(2)The Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively account for approximately [removed: 73%] [added: 76%] of our [removed: North America production.][added: Americas segment production for the year ended December 31, 2021.]

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

[removed: (5)The] [added: (4)The] Burton-on-Trent, Prague, Ploiesti, Apatin and Tadcaster breweries collectively account for approximately [removed: 70%] [added: 72%] of our [removed: Europe production.][added: EMEA&APAC segment production for the year ended December 31, 2021.]

We own and lease various warehouses, distribution centers and office spaces throughout the [removed: North American] [added: Americas] segment and [removed: European] [added: EMEA&APAC] segment countries in which we operate.

Additionally, our Truss joint venture [added: in Canada] subleases its production facility in Belleville, Ontario from our joint venture partner, HEXO.

In [removed: 2020,] [added: 2021,] our operating facilities were not capacity constrained.

| Administrative Offices | | | | | | | | | | | | | | |

| | | | | | | Bucharest, Romania(1) | | | | | | Americas and EMEA&APAC global business services center | | |

| Americas Segment | | | | | | | | | | | | | | |

| EMEA&APAC Segment | | | | | | | | | | | | | | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

| North America Segment | | | | | | | | | | | | | | |

| Europe Segment | | | | | | | | | | | | | | |

(3)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.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

The Class A and B exchangeable shares are a means for shareholders to [added: potentially] defer [added: Canadian income] tax [removed: in Canada] and have substantially the same economic and voting rights as the respective common shares.

The exchangeable shares can be exchanged for our Class A or B common stock at any time and at the exchange ratios described in the Merger [removed: documents,] [added: documents] and receive the same dividends.

The approximate number of record security holders by class of stock at February [removed: 4, 2021,] [added: 16, 2022,] is as follows:

| Class B common stock, $0.01 par value | | | | | | [removed: 2,902] [added: 2,912] | | |

| Class A exchangeable shares, no par value | | | | | | [removed: 214] [added: 211] | | |

| Class B exchangeable shares, no par value | | | | | | [removed: 2,289] [added: 2,269] | | |

The graph assumes $100 was invested on December 31, [removed: 2015,] [added: 2016,] in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends.

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

At the time of an exchange, a shareholder's Canadian tax liability, if any, would become due.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

| Molson Coors | | | $ | 100.00 | | | | | $ | 85.89 | | | | | $ | 60.22 | | | | | $ | 59.94 | | | | | $ | 50.85 | | | | | $ | 52.93 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 121.82 | | | | | $ | 116.47 | | | | | $ | 153.14 | | | | | $ | 181.30 | | | | | $ | 233.29 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 105.80 | | | | | $ | 77.79 | | | | | $ | 99.65 | | | | | $ | 86.29 | | | | | $ | 88.27 | |

A quarterly dividend of $0.34 per share was paid during the third and fourth quarters of 2021.

At the time of exchange, shareholders' taxes are due.

| Molson Coors | | | $ | 100.00 | | | | | $ | 105.36 | | | | | $ | 90.50 | | | | | $ | 63.45 | | | | | $ | 63.15 | | | | | $ | 53.58 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 109.54 | | | | | $ | 133.44 | | | | | $ | 127.58 | | | | | $ | 167.75 | | | | | $ | 198.59 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 92.99 | | | | | $ | 98.38 | | | | | $ | 72.33 | | | | | $ | 92.66 | | | | | $ | 80.24 | |

In response to the global economic uncertainty created by the coronavirus pandemic our board of directors suspended our regular quarterly dividends on our Class A and Class B common and exchangeable shares in May 2020.

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

Not applicable.

Financial information related to fiscal years 2017 and 2016 may be found in Part II, Item 6.

Selected Financial Data in our fiscal 2019 Form 10-K filed with the SEC on February 12, 2020.

Please refer to the consolidated financial statements included herein in Part II—Item 8 [Financial Statements and Supplementary Data](#i3d6a958107eb4e3aa2ef5305e4c59ff0_106) for fiscal year 2020, 2019 and 2018 information.

| [Report of Independent Registered Public Accounting [removed: Firm](#i3d6a958107eb4e3aa2ef5305e4c59ff0_112)] [added: Firm (PCAOB ID](#i35e476aa41d949638592825f3543d7e8_115) 238[)](#i35e476aa41d949638592825f3543d7e8_115)] | | | [removed: [72](#i3d6a958107eb4e3aa2ef5305e4c59ff0_112)] [added: [69](#i35e476aa41d949638592825f3543d7e8_115)] | | |

| [Consolidated Statements of [removed: Operations](#i3d6a958107eb4e3aa2ef5305e4c59ff0_115)] [added: Operations](#i35e476aa41d949638592825f3543d7e8_118)] | | | [removed: [75](#i3d6a958107eb4e3aa2ef5305e4c59ff0_115)] [added: [71](#i35e476aa41d949638592825f3543d7e8_118)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i3d6a958107eb4e3aa2ef5305e4c59ff0_118)] [added: (Loss)](#i35e476aa41d949638592825f3543d7e8_121)] | | | [removed: [76](#i3d6a958107eb4e3aa2ef5305e4c59ff0_118)] [added: [72](#i35e476aa41d949638592825f3543d7e8_121)] | | |

| [Consolidated Balance [removed: Sheets](#i3d6a958107eb4e3aa2ef5305e4c59ff0_121)] [added: Sheets](#i35e476aa41d949638592825f3543d7e8_124)] | | | [removed: [77](#i3d6a958107eb4e3aa2ef5305e4c59ff0_121)] [added: [73](#i35e476aa41d949638592825f3543d7e8_124)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3d6a958107eb4e3aa2ef5305e4c59ff0_127)] [added: Flows](#i35e476aa41d949638592825f3543d7e8_127)] | | | [removed: [78](#i3d6a958107eb4e3aa2ef5305e4c59ff0_127)] [added: [74](#i35e476aa41d949638592825f3543d7e8_127)] | | |

| [Consolidated Statements of Stockholders' Equity and Noncontrolling [removed: Interests](#i3d6a958107eb4e3aa2ef5305e4c59ff0_130)] [added: Interests](#i35e476aa41d949638592825f3543d7e8_130)] | | | [removed: [79](#i3d6a958107eb4e3aa2ef5305e4c59ff0_130)] [added: [75](#i35e476aa41d949638592825f3543d7e8_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3d6a958107eb4e3aa2ef5305e4c59ff0_133)] [added: Statements](#i35e476aa41d949638592825f3543d7e8_133)] | | | [removed: [81](#i3d6a958107eb4e3aa2ef5305e4c59ff0_133)] [added: [77](#i35e476aa41d949638592825f3543d7e8_133)] | | |

| [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_136)] [added: Policies"](#i35e476aa41d949638592825f3543d7e8_136)] | | | [removed: [81](#i3d6a958107eb4e3aa2ef5305e4c59ff0_136)] [added: [77](#i35e476aa41d949638592825f3543d7e8_136)] | | |

| [Note 2, "New Accounting [removed: Pronouncements"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_139)] [added: Pronouncements"](#i35e476aa41d949638592825f3543d7e8_139)] | | | [removed: [90](#i3d6a958107eb4e3aa2ef5305e4c59ff0_139)] [added: [87](#i35e476aa41d949638592825f3543d7e8_139)] | | |

| [Note 3, "Segment [removed: Reporting"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_142)] [added: Reporting"](#i35e476aa41d949638592825f3543d7e8_142)] | | | [removed: [91](#i3d6a958107eb4e3aa2ef5305e4c59ff0_142)] [added: [87](#i35e476aa41d949638592825f3543d7e8_142)] | | |

| [Note 4, [removed: "Investments"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_145)] [added: "Investments"](#i35e476aa41d949638592825f3543d7e8_145)] | | | [removed: [94](#i3d6a958107eb4e3aa2ef5305e4c59ff0_145)] [added: [90](#i35e476aa41d949638592825f3543d7e8_145)] | | |

| [Note 5, "Other Income and [removed: Expense"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_148)] [added: Expense"](#i35e476aa41d949638592825f3543d7e8_148)] | | | [removed: [97](#i3d6a958107eb4e3aa2ef5305e4c59ff0_148)] [added: [92](#i35e476aa41d949638592825f3543d7e8_148)] | | |

| [Note 6, "Income [removed: Tax"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_151)] [added: Tax"](#i35e476aa41d949638592825f3543d7e8_151)] | | | [removed: [97](#i3d6a958107eb4e3aa2ef5305e4c59ff0_151)] [added: [93](#i35e476aa41d949638592825f3543d7e8_151)] | | |

| [Note 7, "Special [removed: Items"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_154)] [added: Items"](#i35e476aa41d949638592825f3543d7e8_154)] | | | [removed: [101](#i3d6a958107eb4e3aa2ef5305e4c59ff0_154)] [added: [97](#i35e476aa41d949638592825f3543d7e8_154)] | | |

| [Note 8, "Stockholders' [removed: Equity"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_157)] [added: Equity"](#i35e476aa41d949638592825f3543d7e8_157)] | | | [removed: [104](#i3d6a958107eb4e3aa2ef5305e4c59ff0_157)] [added: [99](#i35e476aa41d949638592825f3543d7e8_157)] | | |

| [Note 10, "Goodwill and Intangible [removed: Assets"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_166)] [added: Assets"](#i35e476aa41d949638592825f3543d7e8_163)] | | | [removed: [105](#i3d6a958107eb4e3aa2ef5305e4c59ff0_166)] [added: [100](#i35e476aa41d949638592825f3543d7e8_163)] | | |

| [Note 13, "Share-Based [removed: Payments"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_178)] [added: Payments"](#i35e476aa41d949638592825f3543d7e8_172)] | | | [removed: [113](#i3d6a958107eb4e3aa2ef5305e4c59ff0_178)] [added: [107](#i35e476aa41d949638592825f3543d7e8_172)] | | |

[removed: | [Note 14, "Accumulated] [added: Accumulated] Other Comprehensive Income [removed: (Loss)"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_184) | | | [116](#i3d6a958107eb4e3aa2ef5305e4c59ff0_184) | | |][added: (Loss)]

| [Note 15, "Employee Retirement Plans and Postretirement [removed: Benefits"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_187)] [added: Benefits"](#i35e476aa41d949638592825f3543d7e8_178)] | | | [removed: [118](#i3d6a958107eb4e3aa2ef5305e4c59ff0_187)] [added: [112](#i35e476aa41d949638592825f3543d7e8_178)] | | |

| [Note 16, "Derivative Instruments and Hedging [removed: Activities"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_193)] [added: Activities"](#i35e476aa41d949638592825f3543d7e8_181)] | | | [removed: [127](#i3d6a958107eb4e3aa2ef5305e4c59ff0_193)] [added: [122](#i35e476aa41d949638592825f3543d7e8_181)] | | |

| [Note 17, "Accounts Payable and Other Current [removed: Liabilities"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_196)] [added: Liabilities"](#i35e476aa41d949638592825f3543d7e8_184)] | | | [removed: [135](#i3d6a958107eb4e3aa2ef5305e4c59ff0_196)] [added: [129](#i35e476aa41d949638592825f3543d7e8_184)] | | |

| [removed: [Note 18, "Commitments] [added: Commitments] and [removed: Contingencies"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_199)] [added: contingencies ([Note 18](#i35e476aa41d949638592825f3543d7e8_187))] | | | [removed: [135](#i3d6a958107eb4e3aa2ef5305e4c59ff0_199)] | | | [added: | | | | | |]

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the framework and criteria established in *Internal Control—Integrated Framework* (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon its assessment, management concluded that, as of December 31, [removed: 2020,] [added: 2021,] the Company's internal control over financial reporting was effective.

We have audited the accompanying consolidated balance sheets of Molson Coors Beverage Company and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and noncontrolling interests and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] appearing under Item 15(c) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Notes 1 and 10 to the consolidated financial statements, the Company’s goodwill balance related to the [removed: Europe and North America] [added: Americas] reporting [removed: units] [added: unit] as of December 31, [removed: 2020] [added: 2021] is [removed: $0 and $6,151 million, respectively.][added: $6,153 million.]

As disclosed by management, the evaluation involves comparing [removed: each] [added: the] reporting unit’s fair value to its [removed: respective] carrying value.

If [removed: a] [added: the] reporting unit’s carrying value exceeds its fair value, the Company would recognize an impairment loss in an amount equal to the excess up to the total amount of goodwill allocated to [removed: that] [added: the] reporting unit.

A combination of [added: a] discounted cash flow [removed: analyses] [added: analysis] and market [removed: approaches are] [added: approach is] used to determine the fair value of [removed: each] [added: the] reporting unit.

Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of [removed: management’s] [added: the Company’s] reporting [removed: units] [added: unit] may include [removed: such items as] (i) [removed: a decrease in expected future cash flows, specifically, a decrease in sales volume and increase in] [added: as disclosed by management, growth rates for sales,] costs [removed: that could significantly impact management’s immediate] and [added: profits, which are based on various] long-range [removed: results,] [added: financial and operational plans;] (ii) prolonged weakening of economic [removed: conditions,] [added: conditions;] or (iii) significant unfavorable changes in tax rates, environmental or other regulations, including interpretations thereof, terminal growth rates, market multiples and / or weighted average cost of capital utilized in the discounted cash flow [removed: analyses.][added: analysis.]

The principal considerations for our determination that performing procedures relating to the goodwill impairment [removed: assessments] [added: assessment] for the [removed: Europe and North America] [added: Americas] reporting [removed: units] [added: unit] is a critical audit matter are (i) the significant judgment by management when determining the fair value [removed: measurement] of the [added: Americas] reporting unit; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the [removed: discount rate, revenue] [added: weighted average cost of capital,] growth rates [removed: and market multiples] for [removed: the Europe reporting unit] [added: sales,] and [removed: the discount rate, revenue growth rates,] market [removed: multiples and terminal growth rate for the North America reporting unit;] [added: multiples;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the [removed: Europe and North America] [added: Americas] reporting [removed: units.][added: unit.]

These procedures also included, among others (i) testing management’s process for determining the fair value of the [added: Americas] reporting [removed: units;] [added: unit;] (ii) evaluating the appropriateness of the discounted cash flow [removed: analyses] [added: analysis] and market [removed: approaches;] [added: approach;] (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow [removed: analyses] [added: analysis] and market [removed: approaches;] [added: approach;] and (iv) evaluating the [added: reasonableness of] significant assumptions used by management related to the [removed: discount rate, revenue] [added: weighted average cost of capital,] growth rates [removed: and market multiples] for [removed: the Europe reporting unit] [added: sales,] and [removed: the discount rate, revenue growth rates,] market [removed: multiple and terminal growth rate for the North America reporting unit.][added: multiples.]

Evaluating the [added: significant] assumptions related to [removed: revenue] growth rates [added: for sales] involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the [added: Americas] reporting unit; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the [added: appropriateness of the] Company’s [removed: excess earnings] [added: discounted cash flow analysis and market] approach and (ii) the [removed: discount rate] [added: reasonableness of the weighted average cost of capital] and [removed: terminal growth rate] [added: market multiple significant] assumptions.

| [Management's Report](#i35e476aa41d949638592825f3543d7e8_112) | | | [68](#i35e476aa41d949638592825f3543d7e8_112) | | |

| [Note 9, "Properties"](#i35e476aa41d949638592825f3543d7e8_160) | | | [100](#i35e476aa41d949638592825f3543d7e8_160) | | |

| [Note 11, "Debt"](#i35e476aa41d949638592825f3543d7e8_166) | | | [105](#i35e476aa41d949638592825f3543d7e8_166) | | |

| [Note 12, "Inventories"](#i35e476aa41d949638592825f3543d7e8_169) | | | [107](#i35e476aa41d949638592825f3543d7e8_169) | | |

| [Note 19, "Leases"](#i35e476aa41d949638592825f3543d7e8_190) | | | [132](#i35e476aa41d949638592825f3543d7e8_190) | | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

| February 23, 2022 | | | | | | February 23, 2022 | | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

*Goodwill Impairment Assessment - Americas Reporting Unit*

Milwaukee, Wisconsin

February 23, 2022

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

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| | | | December 31, 2021 | | | | | | December 31, 2020 | | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

| | | | | | | Molson Coors Beverage Company Stockholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared | | | (424.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (424.4) | | | | | | — | | | | | | — | | | | | | — | | |

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[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

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| | | | | | | Molson Coors Beverage Company Stockholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) including noncontrolling interests | | | 1,008.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,005.7 | | | | | | — | | | | | | — | | | | | | 2.8 | | |

| Dividends declared | | | (148.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (148.4) | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2021 | | | $ | 13,664.1 | | | | | $ | — | | | | | $ | 2.1 | | | | | $ | 102.2 | | | | | $ | 417.8 | | | | | $ | 6,970.9 | | | | | $ | 7,401.5 | | | | | $ | (1,006.0) | | | | | $ | (471.4) | | | | | $ | 247.0 | |

[Ta](#i35e476aa41d949638592825f3543d7e8_7)[b](#i35e476aa41d949638592825f3543d7e8_7)[l](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7) [of](#i35e476aa41d949638592825f3543d7e8_7) [C](#i35e476aa41d949638592825f3543d7e8_7)[o](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[e](#i35e476aa41d949638592825f3543d7e8_7)[n](#i35e476aa41d949638592825f3543d7e8_7)[t](#i35e476aa41d949638592825f3543d7e8_7)[s](#i35e476aa41d949638592825f3543d7e8_7)

As of December 31, 2021, we changed the names of our reporting segments to the Americas and EMEA&APAC segments (formerly named the North America segment and Europe segment, respectively) to better reflect the geographic locations encompassed within the reportable segments.

This change to our segment names had no impact on the composition of our segments, our financial position, results of operations, cash flow or segment level results previously reported.

Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America, and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries, and certain countries within the Middle East, Africa and Asia Pacific.

Cybersecurity Incident

During March 2021, we experienced a systems outage that was caused by a cybersecurity incident.

We engaged leading forensic information technology firms and legal counsel to assist our investigation into the incident and we restored our systems after working to get the systems back up as quickly as possible.

Despite these actions, we experienced delays and disruptions to our business, including brewery operations, production and shipments.

This incident caused us to not produce or ship as much as we otherwise would have in the first quarter of 2021.

Subsequently, in the balance of 2021, we made progress recovering from the incident with increased shipments and have operationally recovered as of December 31, 2021.

In addition, we incurred certain incremental one-time costs of $2.4 million for the year ended December 31, 2021 related to consultants, experts and data recovery efforts, net of insurance recoveries.

| [Management's Report](#i3d6a958107eb4e3aa2ef5305e4c59ff0_109) | | | [71](#i3d6a958107eb4e3aa2ef5305e4c59ff0_109) | | |

| [Note 9, "Properties"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_163) | | | [105](#i3d6a958107eb4e3aa2ef5305e4c59ff0_163) | | |

| [Note 11, "Debt"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_172) | | | [110](#i3d6a958107eb4e3aa2ef5305e4c59ff0_172) | | |

| [Note 12, "Inventories"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_175) | | | [113](#i3d6a958107eb4e3aa2ef5305e4c59ff0_175) | | |

| [Note 19, "Leases"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_202) | | | [140](#i3d6a958107eb4e3aa2ef5305e4c59ff0_202) | | |

| February 11, 2021 | | | | | | February 11, 2021 | | |

*Goodwill Impairment Assessments - Europe and North America Reporting Units*

The Company’s annual impairment tests are performed as of the first day of the fiscal fourth quarter.

During the fourth quarter of 2020, it was determined that the carrying value of the Europe reporting unit exceeded its fair value to such an extent that the analysis resulted in the remaining goodwill balance was impaired in its entirety.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s discounted cash flow analyses and market approaches and (ii) the discount rate and market multiples assumptions for the Europe reporting unit and the discount rate, market multiples and terminal growth rate assumptions for the North America reporting unit.

*Indefinite-Lived Intangible Asset Impairment Assessment - Staropramen (Europe)*

As described in Notes 1 and 10 to the consolidated financial statements, the Company’s indefinite-lived intangible asset brands balance as of December 31, 2020 is $8,216 million, inclusive of the Staropramen brand name in Europe.

The

carrying value of the indefinite-lived intangible asset is evaluated for impairment at least annually or when an interim triggering event occurs that would indicate that impairment may have taken place.

As disclosed by management, an excess earnings approach is used to determine the fair value of the indefinite-lived intangible asset.

Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of management’s indefinite-lived intangible may include items such as (i) a decrease in expected future cash flows, specifically, a decrease in sales volume and increase in costs that could significantly impact management’s immediate and long-range results, (ii) prolonged weakening of economic conditions, or (iii) significant unfavorable changes in tax rates, environmental or other regulations, including interpretations thereof, terminal growth rates, and / or weighted average cost of capital utilized in the discounted cash flow analyses.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible asset impairment assessment for Staropramen in Europe is a critical audit matter are (i) the significant judgment by management when determining the fair value measurement; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate, revenue growth rates and terminal growth rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible asset impairment assessment, including controls over the valuation of Staropramen in Europe.

These procedures also included, among others (i) testing management’s process for determining the fair value estimate; (ii) evaluating the appropriateness of the excess earnings approach; (iii) testing the completeness and accuracy of underlying data used in the approach; and (iv) evaluating the significant assumptions used by management related to the discount rate, revenue growth rates and terminal growth rate.

Evaluating the assumptions related to revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the brand; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Denver, Colorado

February 11, 2021

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

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

| | | | | | | MCBC Stockholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2017 | | | $ | 13,187.3 | | | | | $ | — | | | | | $ | 2.0 | | | | | $ | 107.7 | | | | | $ | 553.2 | | | | | $ | 6,688.5 | | | | | $ | 6,958.4 | | | | | $ | (860.0) | | | | | $ | (471.4) | | | | | $ | 208.9 | |

| Formation of consolidated joint venture | | | 44.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 39.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.9 | | |

| Adoption of revenue recognition accounting standard | | | (27.8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27.8) | | | | | | — | | | | | | — | | | | | | — | | |

| Dividends declared and paid - $1.64 per share | | | (354.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (354.2) | | | | | | — | | | | | | — | | | | | | — | | |

| Dividends declared and paid - $1.96 per share | | | (424.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (424.4) | | | | | | — | | | | | | — | | | | | | — | | |

The previous 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.

We have recast the historical presentation of segment information as a result of these reporting segment changes accordingly.

The effects of the pandemic remain highly uncertain especially around the severity and duration of the outbreak and actions by government authorities to contain the pandemic or address its impact, among other things.

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.

positively impacted our operating cash flows in the year ended December 31, 2020.

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 been, and will continue to, further recognize charges through fiscal 2021.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2020] [added: 2021] to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and our Chief Financial Officer, with assistance from other members of management, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the framework and criteria established in *Internal Control—Integrated Framework* (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] as stated in their report which appears in Part II—Item 8 Financial Statements and Supplementary Data.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

None.

PART III

Incorporated by reference to our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

Incorporated by reference to our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

Incorporated by reference to our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

The following table summarizes information about the Incentive Compensation Plan as of December 31, [removed: 2020.][added: 2021.]

| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and [removed: rights] [added: rights (Column A)] | | | | | | Weighted-average exercise price of outstanding options, warrants and rights | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) | | |

See [removed: Part] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data,] [added: Data,](#i35e476aa41d949638592825f3543d7e8_172)] [Note 13, "Share-Based [removed: Payments"](#i3d6a958107eb4e3aa2ef5305e4c59ff0_178)] [added: Payments"](#i35e476aa41d949638592825f3543d7e8_172)] for further discussion.

| Equity compensation plans approved by security holders(1) | | | 4,107,607 | | | | | | $63.15 | | | | | | 4,951,399 | | |

| Total | | | 4,107,607 | | | | | | $63.15 | | | | | | 4,951,399 | | |

The number of securities to be issued upon exercise of outstanding awards includes 1,326,786 RSUs and DSUs, 867,721 PSUs (assuming the target award is met) and 1,913,100 options outstanding as of December 31, 2021.

| | | | A | | | | | | B | | | | | | C | | |

| Equity compensation plans approved by security holders(1) | | | 3,640,266 | | | | | | $66.32 | | | | | | 2,303,746 | | |

| Total | | | 3,640,266 | | | | | | $66.32 | | | | | | 2,303,746 | | |

Amount in column A includes 1,098,748 RSUs and DSUs, 702,594 PSUs (assuming the target award is met) and 1,838,924 options outstanding as of December 31, 2020.

Incorporated by reference to our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

Incorporated by reference to our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2020.][added: 2021.]

Consolidated Statements of Operations for the years ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019,] [added: 2020] and December 31, [removed: 2018][added: 2019]

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019,] [added: 2020] and December 31, [removed: 2018][added: 2019]