Molson Coors Beverage (TAP) 10-K risk factor changes: FY2022 vs FY2021

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

Our business has [removed: been,] [added: been] and [removed: we currently expect will] [added: could] continue to be, materially and adversely affected by the [removed: ongoing] coronavirus pandemic and related weak, or weakening of, economic or other [removed: 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, including those in regions of our Americas segment and EMEA&APAC segment.

Therefore, unfavorable macroeconomic conditions, including as a result of the coronavirus pandemic and any resulting recession or slowed economic growth, have had, and could continue to have, an outsized negative impact on [removed: us.][added: us, including changes in consumer behavior as a result of the coronavirus pandemic and related governmental or societal impositions of restrictions on public gatherings.]

[removed: Continued] [added: Further, continued] disruption and declines in the global economy have impacted and could continue to impact our [removed: customers’] [added: 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 global beer industry and the broader alcohol industry are constantly evolving, and our position within the global beer industry and [added: the success of] our [removed: markets] [added: products] in [removed: which we operate] [added: our markets] may fundamentally change.

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

In contrast, it has now become increasingly complex [added: and competitive] as the [removed: global] consolidation of brewers has resulted in fewer major market participants.

As a result of the increased global consolidation of brewers and the dynamic of an expanding new segment within the industry with new market entrants, the markets in which we operate, particularly the more mature markets, may evolve at a disadvantage to our current market [removed: position and local governments may intervene, which may fundamentally accelerate transformational changes to such markets.][added: position.]

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

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

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

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

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

[removed: Currently, it] [added: It] is not possible to predict the impact [added: that widespread adoption] of [removed: this] [added: laws and regulations permitting the sale and distribution of cannabis may have] on sales of [added: our] alcoholic [removed: beverages] [added: beverages,] but it is possible that legal cannabis usage could adversely impact the demand for our products.

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

Currently, in Ontario and other provinces, provincial governments are reviewing [removed: and/or] [added: and, in some cases,] changing this historical foundation as a result of this market evolution and increased demand by some for government's intervention to remove distribution regulations, including potential changes to the beer distribution and the retail systems in Ontario as discussed below.

[removed: We] [added: Our products] also [removed: compete] generally [added: compete] with other alcoholic beverages.

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

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

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

[removed: 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 [removed: continue to] adopt digital technologies, build analytical capabilities and scale brand expense investment levels, [removed: particularly following the coronavirus pandemic,] which our competitors may be able to achieve faster and with more resources.

Failure to generate [removed: significant] cost savings and margin improvement through our ongoing initiatives could adversely affect our profitability.

Increased pressures for reduced pricing or difficulties in increasing prices while remaining competitive within our markets, as well as the need for increased capital investment, marketing and other expenditures could result in lower [removed: margins] [added: profitability] or loss of market share and volumes.

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

For example, net sales in our Americas segment accounted for approximately [removed: 83%] [added: 81%] of our total [removed: 2021] [added: 2022] net sales.

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

[removed: Consumer] [added: Furthermore, the broader alcohol industry is experiencing a shift in drinking] preferences and [removed: tastes may shift away from our brands or beer generally] [added: behaviors of consumers] due to, among others, changing taste preferences, [added: changing] demographics, [removed: downturn] [added: downturns] in economic conditions or perceived value, as well as changes in consumers' perception of our brands [added: and the brands of our competitors] due to negative publicity, regulatory actions or litigation.

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

[removed: As a result, a shift in] [added: Softer] consumer [removed: preferences away from our products or beer or a decline in the consumption of] [added: demand for] our products could [removed: result in] [added: reduce our profitability and would have] a material adverse effect on our business and financial results.

[removed: Furthermore,] [added: Our success] as [added: an enterprise depends on our ability to successfully and timely innovate beyond beer, and any inability to deliver new products could have a material adverse effect on our business and financial results. As] part of our revitalization plan, our future topline growth will depend, in part, on our ability to timely innovate and develop new products beyond traditional beer.

The launch of a new product can give rise to a variety of [added: incremental or on-time] costs and an unsuccessful launch or short-lived popularity of our product innovations could, among other things, affect consumer perception of our existing brands and our reputation as well as result in inventory write-offs and other costs.

Our inability to attract consumers to our product innovations relative to our competitors’ products, especially over time, could [removed: negatively affect] [added: have a material adverse effect on] our growth, [removed: business,] [added: business] and financial results.

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

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

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

Our brand image and reputation may also be [removed: more] difficult to protect due to less oversight and control as a result of [removed: the] outsourcing [removed: of] some of our [removed: operations.][added: operations internationally or entering new or different product lines.]

[removed: Deterioration] [added: If we are unable] to [added: address and uphold] our [added: plans with respect to our ESG initiatives or actions by and attitudes of regulators and the public health community, our image and] brand equity may [added: deteriorate, which may] be difficult to combat or reverse and could have a material [added: adverse] effect on our business and financial results.

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 [removed: families or] [added: families,] our promotional partners [added: or business partners] that harm their public image or reputation could also have an adverse effect on our brands or our [removed: Company.][added: reputation.]

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 [removed: it relates] [added: they relate] to [removed: the alcohol beverage] [added: alcoholic beverages] and [added: the] other categories in which we [removed: operate] [added: operate,] including cannabis.

Investors should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

Deterioration of general economic, political, credit and/or capital market conditions, including those caused by the ongoing Russia-Ukraine conflict or other geopolitical tensions, could adversely affect our financial performance, our ability to grow or sustain our business, financial condition and results of operations, and our ability to access the capital markets. We compete around the world in various geographic regions and product markets.

Recessions, economic downturns, price instability, inflation, slowing economic growth and social and political instability in the markets where we compete could negatively affect our revenues and financial performance, and adversely impact our ability to grow or sustain our business.

For example, current macroeconomic and political instability caused by the ongoing conflict between Russia and Ukraine (which we refer to as the "Russia-Ukraine conflict"), global supply chain disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.

Specifically, the ongoing Russia-Ukraine conflict, has adversely affected the global economy, and the geopolitical tensions and conflicts it has generated and continues to generate negatively impact our operations.

It has resulted in heightened economic sanctions from the U.S., the U.K., the European Union and the international community.

As a result of the Russia-Ukraine conflict, in 2022 we suspended all exports of any MCBC brands to Russia and we terminated the license to produce any of our brands in Russia, which may expose us to adverse legal proceedings.

Even though our sales in Russia have

historically been limited, representing less than 0.2% of our 2021 consolidated net sales and less than 1% of our 2021 EMEA&APAC net sales, and we have no physical assets in Russia, the effect of the Russia-Ukraine conflict due to the widespread impact has had and could continue to have a material adverse outcome on our business, financial condition, results of operations, supply chain, availability of critical supplies, intellectual property, partners, customers or employees.

Further escalation of geopolitical tensions related to the Russia-Ukraine conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, broader impacts that expand into other markets, cyberattacks, energy supply availability shortages, supply chain and logistics disruptions, lower consumer demand, and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain.

Similar geopolitical tensions and political conflicts could adversely impact our employees, financial performance and global operations, including by, among other things, jeopardizing the safety of our employees and facilities, disrupting our and our partners’ production, supply chain and logistics and communications, and causing market volatility, which could adversely impact consumer demand and our sales.

More broadly, there could be additional negative impacts to our financial results if the Russia-Ukraine conflict worsens, including, among other potential impacts, economic recessions in certain neighboring countries or globally due to inflationary pressures, including with respect to food, energy and supply chain cost increases or shortages, or the geographic proximity of the conflict relative to the rest of Europe.

In addition, the effects of the ongoing Russia-Ukraine conflict could amplify or affect many of our other risks described elsewhere in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

In addition, the capital and credit markets provide us with liquidity to operate and grow our business beyond the liquidity that operating cash flows provide, which can vary from period to period.

A global or regional economic downturn or disruption of the credit markets could increase our future borrowing costs and impair our ability to access capital and credit markets necessary for our operations and to execute our strategic plan.

If our access to capital on terms commercially acceptable to us were to become significantly constrained, or if costs of capital increased significantly, then our financial condition, results of operations and cash flows could be adversely affected.

Our operations are dependent on the global supply chain and face significant exposure to changes in commodity and other input prices, and impacts of supply chain constraints and inflationary pressures could adversely impact our operating results. We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products.

These supply chain constraints also put significant inflationary pressures on commodity and other input prices.

Temporary or sustained price increases may also lead to a decrease in demand for our products as competitors may not adjust their prices or consumers may decide not to pay higher prices for our products, which could lead to a decline in sales volume and loss of market share.

Geopolitical tensions, the ongoing coronavirus pandemic and related governmental and port facility actions have caused delays in shipments of our products and supplies.

During the year ended December 31, 2022, we and our suppliers experienced disruptions that impacted our supply chain and increased global lead-time for our products, including port congestion, temporary closures and worker shortages.

We have experienced, and may continue to experience, higher transportation and costs despite our efforts to reduce the impact of these higher costs.

In addition, global inflation has contributed to already higher incremental freight costs and such inflation may continue to result in higher freight costs.

Failure to adequately produce and timely ship our products to customers could lead to lost potential revenue, failure to meet customer demand, strained relationships with customers, including wholesalers, and diminished brand loyalty.

Similarly, failure to adequately produce and timely ship our products to customers and consumers could lead to lost potential revenue, failure to meet consumer demand, strained relationships with customers and consumers and diminished brand loyalty.

Loss, operational disruptions or closure of a major brewery or other key facility, including those of our suppliers, due to unforeseen or catastrophic events or otherwise, could have a material adverse effect on our business and financial results. Our business could be interrupted and our financial results could be materially adversely impacted by physical risks such as

Such significant disruptions could be due to, among other things:

- the loss or disruption of the timely availability of adequate supplies of essential raw materials for us and our suppliers, including single-source suppliers;

- our ability to integrate new suppliers into our operations;

- material financial issues facing our suppliers, such as bankruptcy or similar proceedings;

- transportation and logistics challenges, including as a result of port and border closures and other governmental restrictions and the availability and capacity of shipping channels as customers may shift to increased online shopping;

- the loss or disruption of other manufacturing, distribution and supply capabilities;

- the loss or disruption of the energy sources or suppliers in Europe due to supply shortages as a result of the Russia-Ukraine conflict, including price increases in the energy market;

- labor shortages, strikes or work stoppages;

- the loss or disruption of the supply of carbon dioxide gas;

- acts of war and terrorism

- illness to our employees or their families or governmental restrictions on such employees' ability to travel or perform necessary business functions; or

- as a result of the need for us or our suppliers to operate our respective businesses with substantial modifications to employee travel and employee work locations.

The risk of cyber threats or cyberattacks increases as we rely more on digital partners, including supply-chain partners integrated into our business, who may also be the target of cyberattacks or other security breaches.

A breach of our information systems, such as the March 2021 cybersecurity incident could subject us to litigation, including class action or derivative lawsuits, regulatory fines, and penalties, any of which could have a material adverse effect on our financial results or reputation.

Specifically, the coronavirus pandemic has disrupted, and we currently expect it to continue to disrupt, our business and 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 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 pay a dividend, the delay of, and potential increased costs related to, inflation in the overall macro economy, our supply chain, inventory production and fulfillment including packaging availability impacted by package mix shifts based on the prevalence of different packaging types for on-premise and 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 coronavirus pandemic, including increased raw materials, freight and logistics costs and other expenses and disruptions.

The coronavirus pandemic is ongoing, and its dynamic nature, including uncertainties relating to the continued spread of the virus, newer variants, the severity of the disease, which can depend on the particular variant, the duration of the coronavirus pandemic, the efficacy of the vaccines and vaccine boosters against the coronavirus and related 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 attempt to mitigate the impact of the coronavirus pandemic, makes it difficult to forecast any effects on our results of operations for 2022 and in subsequent years.

However, our results of operations in 2020 and 2021 were negatively affected and we currently expect our results of operations for 2022 could be significantly adversely affected.

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 sporting events, festivals and other large venues.

Many governmental authorities across the geographic regions in our Americas and EMEA&APAC segments have required that bars and restaurants limit, close or cease sit-down service at points during 2020, 2021 and to-date in 2022, which has negatively impacted the results of operations in our Americas and 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 reopening of on-premise accounts in certain of our markets during 2021, sales to restaurants and bars have not returned to pre-coronavirus pandemic levels and in many instances, the reopened on-premise accounts have been subsequently forced to close at various times in certain of our markets as a result of an increase in the spread of the coronavirus or the outbreak of new variants.

We currently expect that closures and reduced on-premise consumption may continue for an unknown period, negatively impacting our net sales and margins.

We also expect some on-premise accounts will again see a decrease in demand in certain markets in our Americas segment and our EMEA&APAC segment in the winter months, which may again reduce or eliminate their outdoor seating capacity and affect the results of our operations in our Americas and EMEA&APAC segments.

In addition, sporting events, festivals and other large public

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gatherings where our products are served have been canceled or permitted to take place only with limited attendance by the public throughout the geographies included in our Americas and EMEA&APAC segments.

Additionally, these and other governmental or societal impositions of restrictions on public gatherings, especially if prolonged in nature, will have adverse effects on on-premise traffic and, in turn, our business.

Even if such measures are relaxed at certain points in time and the coronavirus does not continue to spread as rapidly as in recent months, or if after the 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 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.

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.

If a significant percentage of our workforce or the workforce of our business partners are unable to work or if we or our business partners are required to close our or their office or production facilities, including because of 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.

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.

At the same time, smaller local brewers within certain geographies are seeing accelerated growth as consumers increasingly place value on locally-produced and/or regionally-sourced products.

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

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

As discussed above, even within the beer industry we have seen a shift away from the traditionally most popular beer brands and segments and a corresponding expansion in above premium beers, including craft and import beers along with

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.

Accordingly, under the revitalization plan we announced in 2019, we are striving to achieve more consistent topline growth by growing our above premium beer offerings, expanding beyond beer and into adjacent alcohol and non-alcohol beverage categories.

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, collectively, our brands in the Americas, and *Carling, Staropramen, Jelen, Bergenbier* and *Coors* brands in EMEA&APAC represented more than half of each respective segment's sales volumes in 2021.

Additionally, there has been a shift in consumer preferences within the total beer market away from premium brands to 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 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 premium beer generally.

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

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

away from beer or our other products.

In addition, the coronavirus pandemic has altered, and in some cases, delayed product innovation efforts.

We were making progress against these ambitions before the impact of the coronavirus pandemic became widespread throughout the markets in our Americas and EMEA&APAC segments.

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

For example, a trend towards value brands in certain of our markets or deterioration of the current economic conditions could result in a material adverse effect on our business and financial results.

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

In addition, global markets continue to face threats and uncertainty.

Any significant decrease in consumers' purchases of our products or our inability to collect accounts receivable, resulting from an adverse impact of the global markets on consumers' financial condition could have a material adverse effect on our business, financial condition and results of operations.

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

There is also increased focus, including by governmental and non-governmental organizations, investors, customers and consumers on environmental sustainability matters, such as packaging waste, climate impact and water use.

Our reputation could be damaged if we or others in our industry do not act, or are perceived not to act, responsibly with respect to our impact on the environment.

For more than two centuries, we have been brewing beverages that unite people [removed: for] [added: to celebrate] all life’s moments.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") 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 audited consolidated financial statements and notes included within [Part II—Item [removed: 8](#i35e476aa41d949638592825f3543d7e8_109) [Financial] [added: 8 Financial] Statements and Supplementary [removed: Data](#i35e476aa41d949638592825f3543d7e8_109),] [added: Data](#i5bcb7c35bf0d4857b2d0095015042385_91),] as well as the discussion of our business and related risk factors in [Part [removed: I—](#i35e476aa41d949638592825f3543d7e8_22)[Item] [added: I—Item] 1 [removed: Business](#i35e476aa41d949638592825f3543d7e8_22)] [added: Business](#i5bcb7c35bf0d4857b2d0095015042385_22)] and [Part [removed: I—](#i35e476aa41d949638592825f3543d7e8_37)[Item] [added: I—Item] 1A Risk [removed: Factors](#i35e476aa41d949638592825f3543d7e8_37),] [added: Factors](#i5bcb7c35bf0d4857b2d0095015042385_25),] respectively.

A discussion related to the results of operations and changes in financial condition for [removed: 2020] [added: 2021] compared to [removed: 2019] [added: 2020] 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: 2020] [added: 2021] Form 10-K, filed with the SEC on February [removed: 11, 2021,] [added: 23, 2022,] which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com.

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

Unless otherwise indicated, (a) all $ amounts are in USD, (b) comparisons are to comparable prior periods and (c) [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] refers to the 12 months ended December 31, [removed: 2021,] [added: 2022,] December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] respectively.

[removed: STW] [added: This metric] is [added: presented on] a [removed: metric that we use in our business] [added: STW basis] to reflect the sales from our operations to our direct customers, generally [removed: wholesalers.][added: distributors.]

We believe [removed: the STW] [added: this] metric is important [added: and useful for investors and management] because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers.

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

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, [removed: including] [added: including, but not limited to,] the level of governmental or societal orders or restrictions on public gatherings and on-premise [removed: venues,] [added: venues] including any vaccine mandates or testing requirements, the severity and duration of the coronavirus pandemic by [removed: market,] [added: market] including continued or prolonged [added: future] outbreaks of variants, changes in consumer behavior, the rate of vaccination and the efficacy of vaccines against [removed: the] coronavirus and related variants.

[removed: See] [added: For a complete description of our significant accounting policies, see] [Part II—Item 8 Financial Statements and Supplementary [removed: Data,](#i35e476aa41d949638592825f3543d7e8_136) [Note] [added: Data, Note] 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i35e476aa41d949638592825f3543d7e8_136) for additional details.][added: Policies"](#i5bcb7c35bf0d4857b2d0095015042385_118).]

See [removed: [P](#i35e476aa41d949638592825f3543d7e8_163)[art] [added: [Part] II—Item 8 Financial Statements and Supplementary [removed: Data,](#i35e476aa41d949638592825f3543d7e8_163) [Note 10, "Goodwill](#i35e476aa41d949638592825f3543d7e8_163) [a](#i35e476aa41d949638592825f3543d7e8_163)[n](#i35e476aa41d949638592825f3543d7e8_163)[d](#i35e476aa41d949638592825f3543d7e8_163) [](#i35e476aa41d949638592825f3543d7e8_163)[I](#i35e476aa41d949638592825f3543d7e8_163)[n](#i35e476aa41d949638592825f3543d7e8_163)[t](#i35e476aa41d949638592825f3543d7e8_163)[a](#i35e476aa41d949638592825f3543d7e8_163)[n](#i35e476aa41d949638592825f3543d7e8_163)[g](#i35e476aa41d949638592825f3543d7e8_163)[i](#i35e476aa41d949638592825f3543d7e8_163)[b](#i35e476aa41d949638592825f3543d7e8_163)[l](#i35e476aa41d949638592825f3543d7e8_163)[e](#i35e476aa41d949638592825f3543d7e8_163) [](#i35e476aa41d949638592825f3543d7e8_163)[A](#i35e476aa41d949638592825f3543d7e8_163)[s](#i35e476aa41d949638592825f3543d7e8_163)[s](#i35e476aa41d949638592825f3543d7e8_163)[e](#i35e476aa41d949638592825f3543d7e8_163)[t](#i35e476aa41d949638592825f3543d7e8_163)[s](#i35e476aa41d949638592825f3543d7e8_163)["](#i35e476aa41d949638592825f3543d7e8_163)] [added: Data, Note 6, "Goodwill and Intangible Assets"](#i5bcb7c35bf0d4857b2d0095015042385_145)] for further [removed: details.][added: information.]

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

See [Part II—Item 8 Financial Statements and Supplementary Data Note [removed: 7, "Special Items"](#i35e476aa41d949638592825f3543d7e8_154)] [added: 17, "Other Operating Income (Expense), net"](#i5bcb7c35bf0d4857b2d0095015042385_136)] and [Note [removed: 10,] [added: 6,] "Goodwill and [removed: Intangibles"](#i35e476aa41d949638592825f3543d7e8_163)] [added: Intangibles"](#i5bcb7c35bf0d4857b2d0095015042385_145)] for further discussion of the impacts of this plan.

We [removed: are experiencing] [added: continued to experience significant] cost inflation, including higher [added: material,] transportation and [removed: input costs] [added: energy costs,] which negatively impacted our results of operations during the year ended December 31, [removed: 2021.][added: 2022.]

We expect cost inflation to continue to have a negative impact [added: on our results of operations] in [removed: 2022.][added: 2023.]

[removed: We] [added: In the Americas, we] are taking steps to reduce the impact [removed: of driver shortages] by shipping more beverages via [removed: rail.][added: rail to decrease the impacts of higher freight costs.]

[removed: Besides impacting our outbound shipments, our suppliers are facing difficulty in timely delivering the materials we need, and we] [added: We] are also experiencing increased [removed: supply] [added: materials] costs due to overall cost inflation.

[removed: The] [added: Specifically, the] volatility of aluminum prices, inclusive of Midwest Premium and tariffs, continued to significantly impact our results [removed: during] [added: for] the year ended December 31, [removed: 2021.][added: 2022.]

We continue to monitor these risks and rely on our risk management hedging program, [removed: pricing,] [added: increased pricing to] our [added: customers, our] premiumization strategy and cost savings programs to help mitigate some of the inflationary [removed: pressure.][added: pressures.]

We recorded [removed: special items] charges related to the Irwindale brewery closure as further discussed in [Part II—Item 8 Financial Statements and Supplementary Data Note [removed: 7, "Special Items"](#i35e476aa41d949638592825f3543d7e8_154).][added: 17, "Other Operating Income (Expense), net"](#i5bcb7c35bf0d4857b2d0095015042385_136)]

See [Part II—Item 8 Financial Statements and Supplementary [removed: Data,](#i35e476aa41d949638592825f3543d7e8_163) [Note 10,] [added: Data, Note 6,] "Goodwill and Intangible [removed: Assets"](#i35e476aa41d949638592825f3543d7e8_163)] [added: Assets"](#i5bcb7c35bf0d4857b2d0095015042385_145)] for [removed: additional information.][added: detail of]

*Impairment of [removed: a Disposal] [added: an Asset] Group*

During the third quarter of 2020, we recognized an impairment loss of $30.0 million [removed: recorded] within [removed: special items,] [added: other operating income (expense),] net related to the held for sale classification of a disposal group within our India business, representing an insignificant part of our EMEA&APAC segment.

The sale of the India business disposal group was [added: subsequently] completed during the first quarter of 2021.

During the fourth quarter of 2021, we recognized an impairment loss of $13.5 million within [removed: special items,] [added: other operating income (expense),] net related to the held for sale classification of the remaining portion of our India business.

The following table highlights summarized components of our consolidated statements of operations for the years ended December 31, [removed: 2021,] [added: 2022,] December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019.][added: 2020.]

See [Part II—Item 8 Financial Statements and Supplementary [removed: Data,](#i35e476aa41d949638592825f3543d7e8_67) [“](#i35e476aa41d949638592825f3543d7e8_67)[Consolidated] [added: Data, “Consolidated] Statements of [removed: Operatio](#i35e476aa41d949638592825f3543d7e8_67)[ns](#i35e476aa41d949638592825f3543d7e8_67)[”](#i35e476aa41d949638592825f3543d7e8_67)] [added: Operations”](#i5bcb7c35bf0d4857b2d0095015042385_55)] for additional details of our U.S. GAAP results comparing December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020.][added: 2021.]

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | Change | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | Change | | | | | | December 31, [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 10,279.7] [added: 10,701.0] | | | | | [removed: 6.5] [added: 4.1] | | % | | | | $ | [removed: 9,654.0] [added: 10,279.7] | | | | | [removed: (8.7)] [added: 6.5] | | % | | | | $ | [removed: 10,579.4] [added: 9,654.0] | |

| Cost of goods sold | | | [removed: (6,226.3)] [added: (7,045.8)] | | | | | | [removed: 5.8] [added: 13.2] | | % | | | | [removed: (5,885.7)] [added: (6,226.3)] | | | | | | [removed: (7.7)] [added: 5.8] | | % | | | | [removed: (6,378.2)] [added: (5,885.7)] | | |

| Gross profit | | | [removed: 4,053.4] [added: 3,655.2] | | | | | | [removed: 7.6] [added: (9.8)] | | % | | | | [removed: 3,768.3] [added: 4,053.4] | | | | | | [removed: (10.3)] [added: 7.6] | | % | | | | [removed: 4,201.2] [added: 3,768.3] | | |

| Marketing, general and administrative expenses | | | [removed: (2,554.5)] [added: (2,618.8)] | | | | | | [removed: 4.8] [added: 2.5] | | % | | | | [removed: (2,437.0)] [added: (2,554.5)] | | | | | | [removed: (10.7)] [added: 4.8] | | % | | | | [removed: (2,728.0)] [added: (2,437.0)] | | |

| Operating income (loss) | | | [removed: 1,454.4] [added: 157.5] | | | | | | [removed: N/M] [added: (89.2)] | | [added: %] | | | | [removed: (408.9)] [added: 1,454.4] | | | | | | N/M | | | | | | [removed: 764.4] [added: (408.9)] | | |

| Total [removed: other] [added: non-operating] income (expense), net | | | [removed: (215.4)] [added: (220.0)] | | | | | | [removed: (8.3)] [added: 2.1] | | % | | | | [removed: (235.0)] [added: (215.4)] | | | | | | [removed: (17.4)] [added: (8.3)] | | % | | | | [removed: (284.5)] [added: (235.0)] | | |

| Income (loss) before income taxes | | | [removed: 1,239.0] [added: (62.5)] | | | | | | N/M | | | | | | [removed: (643.9)] [added: 1,239.0] | | | | | | N/M | | | | | | [removed: 479.9] [added: (643.9)] | | |

| Income tax benefit (expense) | | | [removed: (230.5)] [added: (124.0)] | | | | | | [removed: (23.6)] [added: (46.2)] | | % | | | | [removed: (301.8)] [added: (230.5)] | | | | | | [removed: 29.1] [added: (23.6)] | | % | | | | [removed: (233.7)] [added: (301.8)] | | |

| Net income (loss) | | | [removed: 1,008.5] [added: (186.5)] | | | | | | N/M | | | | | | [removed: (945.7)] [added: 1,008.5] | | | | | | N/M | | | | | | [removed: 246.2] [added: (945.7)] | | |

| Net (income) loss attributable to noncontrolling interests | | | [removed: (2.8)] [added: 11.2] | | | | | | [removed: (15.2)] [added: N/M] | | [removed: %] | | | | [removed: (3.3)] [added: (2.8)] | | | | | | [removed: (26.7)] [added: (15.2)] | | % | | | | [removed: (4.5)] [added: (3.3)] | | |

Changes to our Consolidated Results of Operations

As of December 31, 2022, we modified our presentation of the consolidated statements of operations to replace the former "Special items, net" line item with "Other operating income (expense), net." In addition, goodwill impairment, which had previously been included in "Special items, net" has been reclassified to a separate line titled "Goodwill impairment." The consolidated statements of operations for the years ended December 31, 2021 and December 31, 2020 were reclassified to reflect this change in presentation only.

While cost inflation was high in all of our markets during the year ended December 31, 2022, the impact to COGS on a percentage basis was higher for our EMEA&APAC segment than our Americas segment.

In addition, consumers in certain markets in our EMEA&APAC segment were impacted by local inflation leading to a reduction in their discretionary purchases.

In addition to the cost increases that commenced in the second half of 2021, the Russian invasion of Ukraine in February 2022 caused and continues to cause a negative impact on the global economy, driving further increases to, among other things, the cost of transportation, energy and materials.

In EMEA&APAC, we are taking steps to find alternative fuel and energy sources to reduce the potential impact of the loss or disruption of the energy sources or suppliers in Europe due to supply shortages as a result of the Russia-Ukraine conflict.

We have established a governance regime to continually monitor this situation.

Alternative sources of fuel have been implemented or are in the process of being implemented throughout our operations in the U.K. We have increased fuel stock levels where feasible and we have been drawing on new gas pipelines and fuel sources in the Baltics, Bulgaria-Greece, North Sea and Norway.

To the extent materials, transportation and energy prices continue to fluctuate, and if we are unable to mitigate the impact of supply chain constraints and inflationary pressures through price increases or other measures, our results of operations and financial condition could be materially adversely impacted.

Even if we are able to raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brand, reputation and sales.

If our competitors maintain or substantially lower their prices, we may lose customers or mark down prices to match them.

Our profitability may be impacted by prices that do not offset the inflationary pressures, which may impact gross margins.

In addition, even if we increase the prices of our products in response to increases in the cost of commodities or other cost increases, we may not be able to sustain our price increases or customers may trade down to cheaper alternatives.

We have been actively monitoring the impact of the coronavirus pandemic since it started at the end of the first quarter of 2020.

We observed improvements in the marketplace related to the coronavirus global pandemic as on-premise locations began to re-open, with varying degrees of restrictions, across the world beginning in the second quarter of 2021.

A new variant of coronavirus, Omicron, created additional uncertainty and negatively impacted our on-premise business at the end of 2021 and into the first quarter of 2022 when we started to see progressive improvements in our on-premise channel.

Thus, while an improvement from 2021, the coronavirus global pandemic continued to have a negative impact to our financial results for the year ended December 31, 2022.

However, the margin impact of the coronavirus pandemic improved during the year ended December 31, 2022 when compared to the year ended December 31, 2021 primarily as a result of the progressive improvements in the on-premise channel.

We engaged leading

This incident caused a shift in production and shipments from the first quarter of 2021 to the balance of fiscal year 2021.

There were no material changes to our restructuring activities since December 31, 2021.

*Premiumization of our Portfolio*

In 2021, in order to support the overall premiumization of our portfolio, we strategically de-prioritized and rationalized certain non-core SKUs predominantly in the economy segment.

While we rationalized certain non-core economy SKUs, we retained key economy brands allowing us to maintain a portfolio for all socio-economic demographics.

We believe the premiumization of our portfolio will drive sustainable net sales and earnings growth but result in potential volume declines due to the rationalization of certain SKUs and as the portfolio mix shifts towards a higher composition of above premium products.

*Goodwill Impairment*

During the fourth quarter of 2022, we recorded a partial goodwill impairment charge of $845.0 million related to the Americas reporting unit as a result of the annual goodwill impairment analysis.

*Montreal/Longueuil, Québec Brewery and Distribution Centers Labor Strike*

From late March 2022 until June 2022, approximately 400 unionized employees in our Montreal/Longueuil, Québec brewery and distribution centers went on strike which adversely affected our business and operations.

Over the course of the third quarter of 2022, we recovered from the strike by rebuilding inventory and replenishing our retailers' shelves.

As the brewery had not yet fully recovered until the end of the third quarter, results for the second and third quarters of 2022 were adversely impacted by this strike.

*Keystone Litigation*

During the year ended December 31, 2022, we recorded an accrued liability of $56.6 million within MG&A related to probable losses as a result of the ongoing *Keystone* litigation case including associated interest.

During the first quarter of 2022, we recognized an impairment loss of $28.6 million related to the Truss joint venture asset group within other operating income (expense), net, of which $12.1 million was attributable to the noncontrolling interest.

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net"](#i5bcb7c35bf0d4857b2d0095015042385_136) for further information.

*Russia-Ukraine Conflict*

In February 2022, Russia invaded Ukraine and the conflict remains ongoing.

As a result, we suspended exports of all our brands to Russia and subsequently terminated the license to produce any of our brands in Russia.

Out of an abundance of caution, at the commencement of the conflict, production and sales of our brands in Ukraine under license arrangements were halted as a result of the dangerous environment in the country due to the conflict.

We anticipate entering into a new license contract within Ukraine in early 2023.

*Operational Measures*

We have certain operational measures, such as STWs and STRs, which we believe are important metrics.

STR is a metric that we use in our business to refer to sales closer to the end consumer than STWs, which generally means sales from wholesalers or our company to retailers, who in turn sell to consumers.

We believe the STR metric is important because, unlike STWs, it provides the closest indication of the performance of our brands in relation to market and competitor sales trends.

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)

We have been actively monitoring the impact of the coronavirus pandemic which has had a material adverse effect on our operations, liquidity, financial condition and results of operations in 2020 and 2021.

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.

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.

See further discussion in [Part I.

Item 1.

Business](#i35e476aa41d949638592825f3543d7e8_22) regarding the historical percentage of on-premise channel versus off-premise within our Americas and 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.

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.

Certain sporting events, festivals and other large public gatherings where our products are served have started to return with restrictions including proof of vaccination or negative coronavirus testing requirements.

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.

Throughout the world, any governmental or societal impositions of restrictions on public gatherings, especially if prolonged in nature, will continue to impact on-premise traffic and, in turn, our business.

In addition, where we have seen shifts in demand to the off-premise, and shifts back to the on-premise and the related shifts between certain package types, this has strained our supply chain and package availability, requiring that we strategically prioritize certain brands and package 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 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 Americas segment brewery employees.

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.

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.

As a result of the ongoing impacts of the coronavirus pandemic, we 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 deleveraging remain key priorities.

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

Such potential actions 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 program (see [Part II—Item 8 Financial Statements and Supplementary Data,](#i35e476aa41d949638592825f3543d7e8_166) [Note 11, "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 capital expenditures and asset monetization.

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.

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

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

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

Given the length and severity of the impacts of the global coronavirus pandemic on our EMEA&APAC segment, as well as the protracted recovery 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 coronavirus pandemic is further prolonged and the severity of its impact continues or worsens, it could result in additional significant impairment losses.

Financial Statements and Supplementary [removed: Data,](#i35e476aa41d949638592825f3543d7e8_166) [Note 11.][added: Data, Note 9.]

[removed: "Debt"](#i35e476aa41d949638592825f3543d7e8_166)] [added: "Debt"](#i5bcb7c35bf0d4857b2d0095015042385_148)] 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, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively.

| *(in millions)* | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | As of December 31, [removed: 2020] [added: 2021] | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | As of December 31, [removed: 2020] [added: 2021] | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | As of December 31, [removed: 2020] [added: 2021] | | |

| USD denominated fixed rate debt | | | | | | $ | [removed: 5,400.0] [added: 4,900.0] | | | | | $ | [removed: 6,400.0] [added: 5,400.0] | | | | | $ | [removed: (5,952.7)] [added: (4,295.9)] | | | | | $ | [removed: (7,211.4)] [added: (5,952.7)] | | | | | $ | [removed: (200.0)] [added: (223.4)] | | | | | $ | [removed: (213.2)] [added: (200.0)] | |

| Foreign currency denominated fixed rate debt | | | | | | $ | [removed: 1,701.0] [added: 1,594.2] | | | | | $ | [removed: 1,763.1] [added: 1,701.0] | | | | | $ | [removed: (1,763.1)] [added: (1,557.4)] | | | | | $ | [removed: (1,861.3)] [added: (1,763.1)] | | | | | $ | [removed: (10.5)] [added: (11.1)] | | | | | $ | [removed: (6.5)] [added: (10.5)] | |

| Forward starting interest rate swaps | | | | | | $ | [removed: 1,500.0] [added: 1,000.0] | | | | | $ | 1,500.0 | | | | | $ | [removed: (170.8)] [added: 40.0] | | | | | $ | [removed: (221.5)] [added: (170.8)] | | | | | $ | [removed: (160.5)] [added: (73.8)] | | | | | $ | [removed: (177.1)] [added: (160.5)] | |

"Basis of [removed: Prese](#i35e476aa41d949638592825f3543d7e8_136)[ntation] [added: Presentation] and Summary of Significant Accounting [removed: Policies](#i35e476aa41d949638592825f3543d7e8_136)["](#i35e476aa41d949638592825f3543d7e8_136)] [added: Policies"](#i5bcb7c35bf0d4857b2d0095015042385_118)] for our accounting policy over the accounting for translation adjustments and foreign currency transactions.

Approximately [removed: $3.0] [added: $3.2] billion, or 30%, of our net sales [removed: was] [added: were] denominated in functional currencies other than the USD for the year ended December 31, [removed: 2021.][added: 2022.]

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

For the year ended December 31, [removed: 2021,] [added: 2022,] net sales denominated in CAD and GBP [removed: was approximately $1.3] [added: both approximated $1.2] billion [removed: and $1.0 billion, respectively.][added: for each respective currency.]

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020.][added: 2021.]

| Foreign currency denominated fixed rate debt | | | | | | $ | [removed: 1,701.0] [added: 1,594.2] | | | | | $ | [removed: 1,763.1] [added: 1,701.0] | | | | | $ | [removed: (1,763.1)] [added: (1,557.4)] | | | | | $ | [removed: (1,861.3)] [added: (1,763.1)] | | | | | $ | [removed: (171.9)] [added: (142.6)] | | | | | $ | [removed: (190.4)] [added: (171.9)] | |

| Foreign currency [removed: Forwards] [added: forwards] | | | | | | $ | [removed: 170.8] [added: 176.6] | | | | | $ | [removed: 181.2] [added: 170.8] | | | | | $ | [removed: (1.5)] [added: 7.6] | | | | | $ | [removed: (4.9)] [added: (1.5)] | | | | | $ | [removed: (19.0)] [added: (18.3)] | | | | | $ | [removed: (20.5)] [added: (19.0)] | |

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

We specifically hedge our exposure to fluctuations in the price of natural gas, aluminum, [added: including surcharges relating to our aluminum exposures, corn,] barley and [removed: wheat.][added: diesel.]

We utilize market-based derivatives and long-term supplier-based contracts, specifically a combination of purchase orders, long-term supply contracts and over-the-counter financial instruments to mitigate our commodity price risk by establishing price certainty for [added: select] commodities that are used in our supply chain.

Approximately [removed: 62%] [added: 63%] of commodity swaps mature in [removed: 2022, 33% mature in] 2023, [removed: and 5%] [added: 34% of commodity swaps] mature in 2024 and [added: 3% of commodity swaps mature] thereafter.

| Swaps | | | | | | $ | [removed: 722.1] [added: 525.2] | | | | | $ | [removed: 918.9] [added: 722.1] | | | | | $ | [removed: 300.8] [added: 69.0] | | | | | $ | [removed: 65.2] [added: 300.8] | | | | | $ | [removed: (95.7)] [added: (55.8)] | | | | | $ | [removed: (96.0)] [added: (95.7)] | |

| Options | | | | | | $ | [removed: 68.2] [added: 19.7] | | | | | $ | [removed: 16.8] [added: 68.2] | | | | | $ | [removed: 0.1] [added: —] | | | | | $ | [removed: —] [added: 0.1] | | | | | $ | — | | | | | $ | — | |

See [Part II - Item, 8.

Financial Statements and Supplementary Data, Note 1.

the CAD and the GBP, may have a material impact on our reported results.

We had no cross currency swaps outstanding as of December 31, 2022 and December 31, 2021.

Approximately 69% of our outstanding foreign currency forwards mature in 2023, 29% mature in 2024 and 2% mature thereafter.

| *(in millions)* | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2021 | | |

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2022 and December 31, 2021.

| *(in millions)* | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2021 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 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)

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.

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

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

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 [removed: countries,] [added: countries] and certain countries within the Middle East, [removed: Africa] [added: Africa,] and Asia Pacific.

Our primary operating currencies, other than the USD, include the CAD, the [removed: GBP,] [added: GBP] and our Central European operating currencies such as the EUR, CZK, [added: RON,] HRK and RSD.

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

In [added: 2021, in] order to support the overall premiumization of our portfolio, we [removed: have] strategically de-prioritized [added: and rationalized] certain non-core [added: SKUs predominately in the] economy [removed: SKUs.][added: segment.]

The revitalization plan is intended to drive sustainable net sales and earnings [removed: growth, despite] [added: growth and could result in] potential volume declines [added: due to the rationalization of certain SKUs and] as the portfolio mix shifts towards a higher composition of above premium products.

In 2021, we saw improvements in the marketplace related to the coronavirus global pandemic as on-premise locations began to [removed: re-open around] [added: re-open, with varying degrees of restrictions, across] the world [removed: at varying degrees, despite setbacks] [added: beginning] in [removed: certain markets related to] the [removed: outbreak] [added: second quarter] of [removed: new variants.][added: 2021.]

Management's Discussion and [removed: Analysis](#i35e476aa41d949638592825f3543d7e8_61).][added: Analysis, ["Items](#i5bcb7c35bf0d4857b2d0095015042385_52)]

[removed: At the same time,] [added: There was also a period of time about five to ten years ago when] smaller local brewers within certain established markets [removed: have] experienced accelerated growth as consumers increasingly [removed: place] [added: placed] value on locally-produced, regionally-sourced products.

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

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

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

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

In [removed: 2021,] [added: 2022,] we operated the following segments: Americas and EMEA&APAC.

No single customer accounted for more than 10% of our consolidated [added: net] sales in [removed: 2021, 2020] [added: 2022, 2021] or [removed: 2019.][added: 2020.]

[removed: -] [added: We are] North America's oldest beer company and second largest brewer by volume in North America, representing approximately 20% of the total [removed: 2021] [added: 2022] North America beer market, which is the largest region of our Americas segment.

[removed: - Currently operating] [added: We currently operate] nine primary breweries, [removed: ten] [added: nine] craft breweries and two container operations.

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

The Americas segment also includes Truss, our [added: Canadian] joint venture with HEXO Corp. ("HEXO") [removed: in Canada] which produces and markets non-alcoholic, cannabis-infused beverages in Canada.

[removed: *Sales] [added: Sales] and [removed: Distribution*][added: Distribution]

Our go to market strategy differs [removed: slightly] between [removed: the] geographic regions [removed: of the Americas segment] due to the differences in regulations among those [removed: geographic] areas.

A national network of approximately [removed: 350] [added: 330] independent distributors and one Company-owned distributor, Coors Distributing Company, purchases our products and distributes them to on- and off-premise retail accounts.

Coors Distributing Company distributed approximately [removed: 2%] [added: 3%] of our total owned and non-owned Americas segment volume in [removed: 2021.][added: 2022.]

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

In [added: recent years, in] response to trends seen within the transportation industry, we [removed: have begun to transport] [added: began shipping] 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.

In Canada, because provincial governments regulate the beer industry and provincial liquor boards control the distribution and retail sale of alcohol products, distribution strategies [added: and transportation of products] vary by province.

[removed: In] Ontario, beer is primarily purchased at retail outlets operated by BRI, at government-regulated retail outlets operated by the Liquor Control Board of Ontario ("LCBO"), at approved agents of the LCBO, at certain licensed grocery stores, or at any bar, restaurant, or tavern licensed by the LCBO to sell alcohol for on-premise consumption.

In Québec, the distribution and sale of beer is governed by the [added: Société des Alcools du] Québec [removed: Alcohol Corporation] ("SAQ").

Beer is distributed to retail [removed: outlets, primarily by truckload,] [added: outlets] directly by each brewer or through approved independent agents.

[removed: Québec retail] [added: Retail] sales for off-premise consumption are made through grocery and convenience stores, as well as government operated outlets.

[removed: *Channels*][added: Channels]

[removed: In the Americas segment, the] [added: The] on-premise channel includes sales to [removed: bars] [added: bars, pubs] and restaurants while the off-premise channel includes sales in convenience stores, grocery stores, liquor stores and other retail outlets including The Beer Store in Ontario, [removed: Canada] which is Canada's largest beer retailer.

The following table reflects the [removed: industry] [added: on-premise MCBC] channel [removed: share] trends over the last [removed: five] [added: four] years in the largest regions of our Americas segment, the U.S. and [removed: Canada.][added: Canada, and the largest region of our EMEA&APAC segment, the U.K., based on the percentage of on-premise volume to total STR volume.]

| | | | [removed: 2021 | | | | | | 2020] [added: 2022] | | | | | | [removed: 2019] [added: 2021] | | | | | | [removed: 2018] [added: 2020] | | | | | | [removed: 2017] [added: 2019] | | |

During the year ended December 31, 2020, we experienced a significant adverse impact resulting from the closure of the on-premise channel and increased restrictions as a result of the on-set of the coronavirus pandemic which effectively shut down the on-premise channel [removed: in] [added: for various portions of time across] the [removed: U.S. and Canada which began] [added: geographies] in [removed: March 2020 and continued into June 2020.][added: which we operate.]

During the [removed: year] [added: years] ended December 31, [removed: 2021,] [added: 2021 and 2022,] we began to see a [added: progressive] return to the on-premise channel [removed: in the U.S. and Canada as a result of the on-premise channel progressively reopening.][added: at varying degrees across geographies.]

[removed: Management's Discussion and Analysis, ["](#i35e476aa41d949638592825f3543d7e8_64)[Items Affecting](#i35e476aa41d949638592825f3543d7e8_64) [Reported Results](#i35e476aa41d949638592825f3543d7e8_64)["](#i35e476aa41d949638592825f3543d7e8_64)] [added: [Affecting Reported Results"](#i5bcb7c35bf0d4857b2d0095015042385_52)] & [removed: ["](#i35e476aa41d949638592825f3543d7e8_70)[Segment](#i35e476aa41d949638592825f3543d7e8_70) [Results] [added: ["Segment Results] of [removed: Operations—](#i35e476aa41d949638592825f3543d7e8_70)[America](#i35e476aa41d949638592825f3543d7e8_70)[s](#i35e476aa41d949638592825f3543d7e8_70)["](#i35e476aa41d949638592825f3543d7e8_70),] [added: Operations—Americas"](#i5bcb7c35bf0d4857b2d0095015042385_58),] for further details.

[removed: *Manufacturing,] [added: Manufacturing,] Production and [removed: Packaging*][added: Packaging]

[removed: *Brewing] [added: Brewing] Raw [removed: Materials*][added: Materials]

We use high quality ingredients to brew our [removed: products.][added: products, including hops, water and barley, among others.]

Business Overview

While we rationalized certain non-core economy SKUs, we retained key economy brands allowing us to maintain a portfolio for all socio-economic demographics.

Our Americas segment consists of the production, marketing and sales of our brands and other owned and licensed brands in the U.S., Canada and various countries in the Caribbean, Latin and South America.

distribute and sell certain Heineken products in Canada.

We categorize our brands globally for consistency of reporting based on the following price segments: Above Premium, Premium and Economy.

For example, our Above Premium classification includes brands that are sold at a price point higher than the market

average.

Price segment classifications may vary between the Americas and EMEA&APAC segments and the naming conventions and classifications may be different in the various countries that we operate based on local terminology, for example in our EMEA&APAC segment brands categorized in the Premium classification such as Carling would be described as Core Brands in the local market.

Owned Brands

Above Premium Brands *\- Aspall Cider, Blue Moon, Coors Original, Hop Valley* brands*, Leinenkugel's, Miller Genuine Draft, Molson Ultra*, *Sharp's, Staropramen, Vizzy Hard Seltzer*

Premium *\- Bergenbier, Borsodi, Carling, Coors Banquet, Coors Light, Jelen, Kamenitza, Miller Lite, Molson Canadian Lager, Molson Dry, Molson Export, Niksicko, Ozujsko*

Economy *- Branik, Icehouse, Keystone, Miller High Life, Milwaukee's Best, Steel Reserve*

Partner Brands

Our partner brands are licensed through various agreements with third parties, such as license, distribution, partnership and joint venture agreements.

*Arnold Palmer Spiked, Beck's, Heineken, Lowenbrau, Madri, Peroni Nastro Azurro, Pilsner Urquell, Redd's* brands*, Simply Spiked, Sol, Stella Artois, Topo Chico Hard Seltzer, Zoa*

Competition

The beer industry is highly competitive and our portfolio of beers competes with numerous brands in all segments which are produced by international, national, regional and local brewers.

Competitive factors impacting our business include, but are not limited to, brand recognition and loyalty, pricing, quality, advertising, marketing and promotional activity, packaging, product variety, and the ability to anticipate and respond to consumer tastes and preferences.

This has resulted in a reduction in the beer segment's lead in the overall alcohol beverage market.

In

Industry channel trends vary by segment.

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

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

| | | | On-Premise Volume - MCBC Channel Trend | | | | | | | | | | | | | | | | | | | | |

| U.S. and Canada | | | 15 | | % | | | | 13 | | % | | | | 9 | | % | | | | 16 | | % |

| U.K. | | | 62 | | % | | | | 49 | | % | | | | 38 | | % | | | | 61 | | % |

Prior to the year ended December 31, 2020, the split between on-premise and off-premise remained relatively stable in the Americas segment while the EMEA&APAC segment had seen volumes across countries in which we operate shifting over time from the higher margin on-premise channel to the lower margin off-premise channel.

In EMEA&APAC, during the year ended December 31, 2022, our malt requirements were sourced from third-party suppliers, with the majority of our brewing materials provided by suppliers based in Europe.

Our primary packaging materials include aluminum, glass bottles, kegs and casks and recyclable plastic containers.

In addition, we do not foresee any issues in maintaining and renegotiating the various long-term agreements we have in place for supply of key materials.

Many of our ingredients, raw materials and commodities for both brewing and packaging are purchased in the open market.

The prices we pay for such items are subject to fluctuation, and we manage this risk through the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, including commodity swaps and options.

In

addition, risk to our supply of certain raw materials is mitigated through purchases from multiple geographies and suppliers.

When prices increase for materials, we may or may not be able to pass on such increases to our customers.

In addition, we continue to make investments to improve the sustainability and resources of our agricultural supply chain, including the development of our initiative to advance sustainable farming practices by our suppliers.

A new variant of coronavirus, Omicron, created additional uncertainty and negatively impacted our on-premise business at the end of 2021 and into the first quarter of 2022 when we started to see progressive improvements in the on-premise channel.

Thus, while an improvement from 2021, the coronavirus global pandemic continued to have a negative impact to our financial results for the year ended December 31, 2022.

Management's Discussion and Analysis of Financial Condition and Results of Operations](#i5bcb7c35bf0d4857b2d0095015042385_49).

Our business is subject to various laws and regulations in the jurisdictions around the world in which we operate.

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.

Background

[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)

Item 7.

Global Competitors' Market Capitalization

We evaluate ourselves in relation to other global brewers using various metrics, including overall market capitalization, volume, net 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, 2021, were as follows:

| | | | | | |

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

| | | | Market Capitalization | | |

| | | | (In billions) | | |

| Anheuser-Busch InBev SA/NV ("ABI") | | | $ | 122.1 | |

| Heineken N.V. ("Heineken") | | | $ | 64.7 | |

| Carlsberg Group ("Carlsberg") | | | $ | 25.5 | |

| Asahi Group Holdings, Ltd. ("Asahi") | | | $ | 19.7 | |

| MCBC | | | $ | 10.2 | |

Brands sold in the Americas Segment

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

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

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

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

| *Atwater Brewing* brands | | | | | | *Keystone* | | | | | | *Rickard's* | | |

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

| *Belgian Moon LightSky* | | | | | | *Le Trou du Diable* | | | | | | *Steel Reserve* | | |

| *Blue Moon* | | | | | | *Leinenkugel's* | | | | | | *Terrapin* brands | | |

| *Blue Moon LightSky* | | | | | | *Mad Jack* | | | | | | *Topo Chico Hard Seltzer(6)* | | |

| *Brasseurs de Montréal* brands | | | | | | *Mickey's* | | | | | | *Vizzy Hard Seltzer* | | |

| *Carling* | | | | | | *Miller64* | | | | | | *ZOA(7)* | | |

| *Carling Black Label* | | | | | | *Miller Genuine Draft* | | | | | | | | |

| *Coors Banquet* | | | | | | *Miller High Life* | | | | | | Licensed premium import brands(2) | | |

| *Coors Edge* | | | | | | *Miller Lite* | | | | | | *Dos Equis* | | |

| *Coors Light* | | | | | | *Milwaukee's Best* | | | | | | *Heineken* | | |

| *Coors Original* | | | | | | *Molson Canadian* | | | | | | *Heineken 0.0* | | |

| *Coors Seltzer* | | | | | | *Molson Dry* | | | | | | *Moretti* | | |

| *Coors Slice* | | | | | | *Molson Export* | | | | | | *Sol* | | |

| *Creemore Springs* | | | | | | *Molson Ultra* | | | | | | *Strongbow cider* | | |

| *Exel* | | | | | | *Old Style Pilsner* | | | | | | | | |

For information regarding litigation, other disputes and environmental and regulatory proceedings see [Part II—Item 8 Financial Statements and Supplementary [removed: Data,](#i35e476aa41d949638592825f3543d7e8_187) [Note 18,] [added: Data, Note 13,] "Commitments and [removed: Contingencies."](#i35e476aa41d949638592825f3543d7e8_187)][added: Contingencies."](#i5bcb7c35bf0d4857b2d0095015042385_172)]

Litigation and other disputes

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

[removed: Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal] control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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: 2021,] [added: 2022,] was approximately [removed: $9.8] [added: $9.9] 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: 2021,] [added: 2022,] 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: 16, 2022.][added: 14, 2023.]

Class B Common [removed: Stock—200,598,966] [added: Stock—200,027,358] shares

As of February [removed: 16, 2022,] [added: 14, 2023,] the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

Class B Exchangeable [removed: Shares—11,104,565] [added: Shares—10,983,834] shares

Documents Incorporated by Reference: Portions of the registrant's definitive proxy statement for the registrant's [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] are incorporated by reference under Part III of this Annual Report on Form 10-K.

| [Glossary of Terms and [removed: Abbreviations](#i35e476aa41d949638592825f3543d7e8_10)] [added: Abbreviations](#i5bcb7c35bf0d4857b2d0095015042385_10)] | | | | | | | | | [removed: [2](#i35e476aa41d949638592825f3543d7e8_10)] [added: [2](#i5bcb7c35bf0d4857b2d0095015042385_10)] | | |

| [Cautionary [removed: Statement](#i35e476aa41d949638592825f3543d7e8_13)] [added: Statement](#i5bcb7c35bf0d4857b2d0095015042385_13)] | | | | | | | | | [removed: [3](#i35e476aa41d949638592825f3543d7e8_13)] [added: [3](#i5bcb7c35bf0d4857b2d0095015042385_13)] | | |

| [Risk Factors [removed: Summary](#i35e476aa41d949638592825f3543d7e8_16)] [added: Summary](#i5bcb7c35bf0d4857b2d0095015042385_16)] | | | | | | | | | [removed: [3](#i35e476aa41d949638592825f3543d7e8_16)] [added: [3](#i5bcb7c35bf0d4857b2d0095015042385_16)] | | |

| [Item [removed: 1.](#i35e476aa41d949638592825f3543d7e8_22)] [added: 1.](#i5bcb7c35bf0d4857b2d0095015042385_22)] | | | | | | [removed: [Business](#i35e476aa41d949638592825f3543d7e8_22)] [added: [Business](#i5bcb7c35bf0d4857b2d0095015042385_22)] | | | [removed: [5](#i35e476aa41d949638592825f3543d7e8_22)] [added: [5](#i5bcb7c35bf0d4857b2d0095015042385_22)] | | |

| [Item [removed: 1A.](#i35e476aa41d949638592825f3543d7e8_37)] [added: 1A.](#i5bcb7c35bf0d4857b2d0095015042385_25)] | | | | | | [Risk [removed: Factors](#i35e476aa41d949638592825f3543d7e8_37)] [added: Factors](#i5bcb7c35bf0d4857b2d0095015042385_25)] | | | [removed: [20](#i35e476aa41d949638592825f3543d7e8_37)] [added: [14](#i5bcb7c35bf0d4857b2d0095015042385_25)] | | |

| [Item [removed: 1B.](#i35e476aa41d949638592825f3543d7e8_40)] [added: 1B.](#i5bcb7c35bf0d4857b2d0095015042385_28)] | | | | | | [Unresolved Staff [removed: Comments](#i35e476aa41d949638592825f3543d7e8_40)] [added: Comments](#i5bcb7c35bf0d4857b2d0095015042385_28)] | | | [removed: [37](#i35e476aa41d949638592825f3543d7e8_40)] [added: [32](#i5bcb7c35bf0d4857b2d0095015042385_28)] | | |

| [Item [removed: 2.](#i35e476aa41d949638592825f3543d7e8_43)] [added: 2.](#i5bcb7c35bf0d4857b2d0095015042385_31)] | | | | | | [removed: [Properties](#i35e476aa41d949638592825f3543d7e8_43)] [added: [Properties](#i5bcb7c35bf0d4857b2d0095015042385_31)] | | | [removed: [38](#i35e476aa41d949638592825f3543d7e8_43)] [added: [33](#i5bcb7c35bf0d4857b2d0095015042385_31)] | | |

| [Item [removed: 3.](#i35e476aa41d949638592825f3543d7e8_46)] [added: 3.](#i5bcb7c35bf0d4857b2d0095015042385_34)] | | | | | | [Legal [removed: Proceedings](#i35e476aa41d949638592825f3543d7e8_46)] [added: Proceedings](#i5bcb7c35bf0d4857b2d0095015042385_34)] | | | [removed: [39](#i35e476aa41d949638592825f3543d7e8_46)] [added: [34](#i5bcb7c35bf0d4857b2d0095015042385_34)] | | |

| [Item [removed: 4.](#i35e476aa41d949638592825f3543d7e8_49)] [added: 4.](#i5bcb7c35bf0d4857b2d0095015042385_37)] | | | | | | [Mine Safety [removed: Disclosures](#i35e476aa41d949638592825f3543d7e8_49)] [added: Disclosures](#i5bcb7c35bf0d4857b2d0095015042385_37)] | | | [removed: [39](#i35e476aa41d949638592825f3543d7e8_49)] [added: [34](#i5bcb7c35bf0d4857b2d0095015042385_37)] | | |

| [PART [removed: II.](#i35e476aa41d949638592825f3543d7e8_52)] [added: II.](#i5bcb7c35bf0d4857b2d0095015042385_40)] | | | | | | | | | | | |

| [Item [removed: 5.](#i35e476aa41d949638592825f3543d7e8_55)] [added: 5.](#i5bcb7c35bf0d4857b2d0095015042385_43)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i35e476aa41d949638592825f3543d7e8_55)] [added: Securities](#i5bcb7c35bf0d4857b2d0095015042385_43)] | | | [removed: [40](#i35e476aa41d949638592825f3543d7e8_55)] [added: [34](#i5bcb7c35bf0d4857b2d0095015042385_43)] | | |

| [Item [removed: 6.](#i35e476aa41d949638592825f3543d7e8_58)] [added: 6.](#i5bcb7c35bf0d4857b2d0095015042385_46)] | | | | | | [removed: [\[Reserved\]](#i35e476aa41d949638592825f3543d7e8_58)] [added: [\[Reserved\]](#i5bcb7c35bf0d4857b2d0095015042385_46)] | | | [removed: [41](#i35e476aa41d949638592825f3543d7e8_58)] [added: [36](#i5bcb7c35bf0d4857b2d0095015042385_46)] | | |

| [Item [removed: 7.](#i35e476aa41d949638592825f3543d7e8_61)] [added: 7.](#i5bcb7c35bf0d4857b2d0095015042385_49)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i35e476aa41d949638592825f3543d7e8_61)] [added: Operations](#i5bcb7c35bf0d4857b2d0095015042385_49)] | | | [removed: [42](#i35e476aa41d949638592825f3543d7e8_61)] [added: [36](#i5bcb7c35bf0d4857b2d0095015042385_49)] | | |

| [Item [removed: 7A.](#i35e476aa41d949638592825f3543d7e8_106)] [added: 7A.](#i5bcb7c35bf0d4857b2d0095015042385_88)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i35e476aa41d949638592825f3543d7e8_106)] [added: Risk](#i5bcb7c35bf0d4857b2d0095015042385_88)] | | | [removed: [64](#i35e476aa41d949638592825f3543d7e8_106)] [added: [55](#i5bcb7c35bf0d4857b2d0095015042385_88)] | | |

| [Item [removed: 8.](#i35e476aa41d949638592825f3543d7e8_109)] [added: 8.](#i5bcb7c35bf0d4857b2d0095015042385_91)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i35e476aa41d949638592825f3543d7e8_109)] [added: Data](#i5bcb7c35bf0d4857b2d0095015042385_91)] | | | [removed: [67](#i35e476aa41d949638592825f3543d7e8_109)] [added: [57](#i5bcb7c35bf0d4857b2d0095015042385_91)] | | |

| [Item [removed: 9.](#i35e476aa41d949638592825f3543d7e8_196)] [added: 9.](#i5bcb7c35bf0d4857b2d0095015042385_178)] | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i35e476aa41d949638592825f3543d7e8_196)] [added: Disclosure](#i5bcb7c35bf0d4857b2d0095015042385_178)] | | | [removed: [135](#i35e476aa41d949638592825f3543d7e8_196)] [added: [119](#i5bcb7c35bf0d4857b2d0095015042385_178)] | | |

| [Item [removed: 9A.](#i35e476aa41d949638592825f3543d7e8_199)] [added: 9A.](#i5bcb7c35bf0d4857b2d0095015042385_181)] | | | | | | [Controls and [removed: Procedures](#i35e476aa41d949638592825f3543d7e8_199)] [added: Procedures](#i5bcb7c35bf0d4857b2d0095015042385_181)] | | | [removed: [135](#i35e476aa41d949638592825f3543d7e8_199)] [added: [119](#i5bcb7c35bf0d4857b2d0095015042385_181)] | | |

| [Item [removed: 9B.](#i35e476aa41d949638592825f3543d7e8_202)] [added: 9B.](#i5bcb7c35bf0d4857b2d0095015042385_184)] | | | | | | [Other [removed: Information](#i35e476aa41d949638592825f3543d7e8_202)] [added: Information](#i5bcb7c35bf0d4857b2d0095015042385_184)] | | | [removed: [135](#i35e476aa41d949638592825f3543d7e8_202)] [added: [120](#i5bcb7c35bf0d4857b2d0095015042385_184)] | | |

| [Item [removed: 9C.](#i35e476aa41d949638592825f3543d7e8_2199023257473)] [added: 9C.](#i5bcb7c35bf0d4857b2d0095015042385_187)] | | | | | | [Disclosures Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i35e476aa41d949638592825f3543d7e8_2199023257473)] [added: Inspection](#i5bcb7c35bf0d4857b2d0095015042385_187)] | | | [removed: [135](#i35e476aa41d949638592825f3543d7e8_2199023257473)] [added: [120](#i5bcb7c35bf0d4857b2d0095015042385_187)] | | |

| [Item [removed: 10.](#i35e476aa41d949638592825f3543d7e8_208)] [added: 10.](#i5bcb7c35bf0d4857b2d0095015042385_193)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i35e476aa41d949638592825f3543d7e8_208)] [added: Governance](#i5bcb7c35bf0d4857b2d0095015042385_193)] | | | [removed: [136](#i35e476aa41d949638592825f3543d7e8_208)] [added: [120](#i5bcb7c35bf0d4857b2d0095015042385_193)] | | |

| [Item [removed: 11.](#i35e476aa41d949638592825f3543d7e8_211)] [added: 11.](#i5bcb7c35bf0d4857b2d0095015042385_196)] | | | | | | [Executive [removed: Compensation](#i35e476aa41d949638592825f3543d7e8_211)] [added: Compensation](#i5bcb7c35bf0d4857b2d0095015042385_196)] | | | [removed: [136](#i35e476aa41d949638592825f3543d7e8_211)] [added: [120](#i5bcb7c35bf0d4857b2d0095015042385_196)] | | |

| [Item [removed: 12.](#i35e476aa41d949638592825f3543d7e8_214)] [added: 12.](#i5bcb7c35bf0d4857b2d0095015042385_199)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i35e476aa41d949638592825f3543d7e8_214)] [added: Matters](#i5bcb7c35bf0d4857b2d0095015042385_199)] | | | [removed: [136](#i35e476aa41d949638592825f3543d7e8_214)] [added: [120](#i5bcb7c35bf0d4857b2d0095015042385_199)] | | |

| [Item [removed: 13.](#i35e476aa41d949638592825f3543d7e8_217)] [added: 13.](#i5bcb7c35bf0d4857b2d0095015042385_202)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i35e476aa41d949638592825f3543d7e8_217)] [added: Independence](#i5bcb7c35bf0d4857b2d0095015042385_202)] | | | [removed: [136](#i35e476aa41d949638592825f3543d7e8_217)] [added: [121](#i5bcb7c35bf0d4857b2d0095015042385_202)] | | |

| [Item [removed: 14.](#i35e476aa41d949638592825f3543d7e8_220)] [added: 14.](#i5bcb7c35bf0d4857b2d0095015042385_205)] | | | | | | [Principal [removed: Account](#i35e476aa41d949638592825f3543d7e8_220)[ant](#i35e476aa41d949638592825f3543d7e8_220)] [added: Account](#i5bcb7c35bf0d4857b2d0095015042385_205)[ant](#i5bcb7c35bf0d4857b2d0095015042385_205)] [Fees and [removed: Services](#i35e476aa41d949638592825f3543d7e8_220)] [added: Services](#i5bcb7c35bf0d4857b2d0095015042385_205)] | | | [removed: [136](#i35e476aa41d949638592825f3543d7e8_220)] [added: [121](#i5bcb7c35bf0d4857b2d0095015042385_205)] | | |

| [Item [removed: 15.](#i35e476aa41d949638592825f3543d7e8_226)] [added: 15.](#i5bcb7c35bf0d4857b2d0095015042385_211)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i35e476aa41d949638592825f3543d7e8_226)] [added: Schedules](#i5bcb7c35bf0d4857b2d0095015042385_211)] | | | [removed: [137](#i35e476aa41d949638592825f3543d7e8_226)] [added: [121](#i5bcb7c35bf0d4857b2d0095015042385_211)] | | |

| [Item [removed: 16.](#i35e476aa41d949638592825f3543d7e8_232)] [added: 16.](#i5bcb7c35bf0d4857b2d0095015042385_217)] | | | | | | Form 10-K [removed: [Summary](#i35e476aa41d949638592825f3543d7e8_232)] [added: [Summary](#i5bcb7c35bf0d4857b2d0095015042385_217)] | | | [removed: [144](#i35e476aa41d949638592825f3543d7e8_232)] [added: [127](#i5bcb7c35bf0d4857b2d0095015042385_217)] | | |

[removed: 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 "[Items Affecting Reported [removed: Results](#i35e476aa41d949638592825f3543d7e8_64)",] [added: Results](#i5bcb7c35bf0d4857b2d0095015042385_52)",] 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, [added: limited consumer disposable income,] pricing trends, industry forces, cost reduction strategies, including our revitalization plan, expectations of 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.

[removed: These risks and uncertainties include, but are not limited to, those described in [Part I—](#i35e476aa41d949638592825f3543d7e8_37)[Item 1A] "Risk [removed: Factors"](#i35e476aa41d949638592825f3543d7e8_37)] [added: Factors"](#i5bcb7c35bf0d4857b2d0095015042385_25)] elsewhere throughout this report, and those described from time to time in our past and future reports filed with the SEC.

[removed: Our business is subject to a number of] [added: These] risks and [removed: uncertainties, including] [added: uncertainties include, but are not limited to,] those described in [Part [removed: I,](#i35e476aa41d949638592825f3543d7e8_37) [Item] [added: I—Item] 1A.

Risk [removed: Factors](#i35e476aa41d949638592825f3543d7e8_37)] [added: Factors](#i5bcb7c35bf0d4857b2d0095015042385_25)] of this report.

____________________________________________________________

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I.](#i5bcb7c35bf0d4857b2d0095015042385_19) | | | | | | | | | | | |

| [PART III.](#i5bcb7c35bf0d4857b2d0095015042385_190) | | | | | | | | | | | |

| [PART IV.](#i5bcb7c35bf0d4857b2d0095015042385_208) | | | | | | | | | | | |

| [Signatures](#i5bcb7c35bf0d4857b2d0095015042385_220) | | | | | | | | | [128](#i5bcb7c35bf0d4857b2d0095015042385_220) | | |

| COGS | | | Cost of goods sold | | |

| MG&A | | | Marketing, general and administrative | | |

| SKU | | | Stock-keeping unit | | |

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.

The following is a summary of the principal risks that could materially adversely affect our business, financial condition or results of operations in future periods.

The summary should be read together with the more detailed description of each risk factor described in [Part I, Item 1A.

- deterioration of general economic, political, credit and/or capital market conditions, including those caused by the ongoing Russia-Ukraine conflict or other geopolitical tensions;

- cybersecurity incidents impacting our information systems, and violations of data privacy laws and regulations;

- competition in our markets;

- our ability to successfully and timely innovate beyond beer;

- potential adverse impacts of climate change and other weather events;

- impacts related to the coronavirus pandemic;

- default by, or failure of, our counterparty financial institutions;

- termination or changes of one or more manufacturer, distribution, or production agreements, or issues caused by our dependence on the parties to these agreements;

- unfavorable outcomes of legal or regulatory matters;

- risks associated with operating our joint ventures;

- indemnities provided to the purchaser of our previous interest in the Cervejarias Kaiser Brasil S.A. business in Brazil;

- economic trends and intense competition in European markets;

- shareholder activism efforts or unsolicited offers from a third-party.

[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) | | | | | | | | | | | |

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

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

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

| 2017 Tax Act | | | U.S. Tax Cuts and Jobs Act | | |

These risks include, but are not limited to, the following:

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

- competition in our markets, which could require us to reduce prices or increase capital and other expenditures or cause us to lose sales volume;

- our dependence on the success of relatively few products in several mature markets specific to the beer industry;

- a breach of our information systems;

- our significant exposure to changes in commodity prices;

- unfavorable outcomes of legal or regulatory matters may adversely affect our business and financial condition and damage our reputation;

[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: 23, 2022,] [added: 21, 2023,] our major facilities were owned (unless otherwise indicated) and are as follows:

| | | | | | | Bucharest, Romania(1) | | | | | | [removed: Americas and EMEA&APAC global] [added: Global] business services center | | |

| | | | | | | Burton-on-Trent, [removed: U.K.] [added: U.K.(2)] | | | | | | EMEA&APAC segment operational headquarters | | |

| Brewery/packaging plants | | | | | | Albany, [removed: Georgia(2)] [added: Georgia(3)] | | | | | | Brewing and packaging | | |

| | | | | | | Elkton, [removed: Virginia(2)] [added: Virginia(3)] | | | | | | Brewing and packaging | | |

| | | | | | | Fort Worth, [removed: Texas(2)] [added: Texas(3)] | | | | | | Brewing and packaging | | |

| | | | | | | Golden, [removed: Colorado(2)] [added: Colorado(3)] | | | | | | Brewing and packaging | | |

| | | | | | | Trenton, [removed: Ohio(2)] [added: Ohio(3)] | | | | | | Brewing and packaging | | |

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

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

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

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

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

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

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

| | | | | | | Zagreb, [removed: Croatia] [added: Croatia(5)] | | | | | | Brewing and packaging | | |

[removed: (2)The] [added: (3)The] Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively [removed: account] [added: accounted] for approximately [removed: 76%] [added: 86%] of our Americas segment production for the year ended December 31, [removed: 2021.][added: 2022.]

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

[removed: (4)The] [added: (5)The] Burton-on-Trent, Prague, Ploiesti, Apatin and [removed: Tadcaster] [added: Zagreb] breweries collectively [removed: account] [added: accounted] for approximately [removed: 72%] [added: 73%] of our EMEA&APAC segment production for the year ended December 31, [removed: 2021.][added: 2022.]

Additionally, our Truss joint venture in Canada [removed: subleases] [added: subleased] its production facility in Belleville, Ontario from our joint venture partner, [removed: HEXO.][added: HEXO, for a portion of the year and leased directly from an unrelated third party landlord for the remaining portion of the year in 2022.]

In [removed: 2021,] [added: 2022,] our operating facilities were not capacity constrained.

(2)As of December 31, 2022, we have signed a sale and leaseback agreement for the EMEA&APAC segment operational headquarters facility located in Burton-on-Trent.

The sale and leaseback agreement is in effect until we relocate to an owned facility location that will serve as the new EMEA&APAC segment operational headquarters.

[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)

The approximate number of record security holders by class of stock at February [removed: 16, 2022,] [added: 14, 2023,] is as follows:

| Class A common stock, $0.01 par value | | | | | | [removed: 23] [added: 22] | | |

| Class B common stock, $0.01 par value | | | | | | [removed: 2,912] [added: 2,909] | | |

| Class A exchangeable shares, no par value | | | | | | [removed: 211] [added: 204] | | |

| Class B exchangeable shares, no par value | | | | | | [removed: 2,269] [added: 2,237] | | |

The graph assumes $100 was invested on December 31, [removed: 2016,] [added: 2017,] in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends.

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

A quarterly dividend of $0.34 per share was paid during the third and fourth quarters of [removed: 2021.][added: 2021, for a total of $0.68 per share or a CAD equivalent of CAD 0.84 per share.]

Overview

| Molson Coors | | | $ | 100.00 | | | | | $ | 70.11 | | | | | $ | 69.79 | | | | | $ | 59.21 | | | | | $ | 61.62 | | | | | $ | 70.49 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 95.61 | | | | | $ | 125.70 | | | | | $ | 148.82 | | | | | $ | 191.50 | | | | | $ | 156.79 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 73.53 | | | | | $ | 94.19 | | | | | $ | 81.57 | | | | | $ | 83.43 | | | | | $ | 83.67 | |

We do not have any restrictions that prevent or limit our ability to declare or pay dividends.

On July 15, 2021, our Company's Board of Directors reinstated a quarterly dividend after it was suspended during the second quarter of 2020 to preserve our liquidity position as a result of the coronavirus pandemic.

A quarterly dividend of $0.38 per share was declared and paid to eligible shareholders of record on the respective record dates throughout 2022 for a total of $1.52 per share or a CAD equivalent of CAD 1.95 per share.

Issuer Purchase of Equity Securities

The following table presents information with respect to Class B common stock purchases made by our Company during the three months ended December 31, 2022:

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

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

| Issuer Purchases of Equity Securities | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs | | | | | | Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs(1) | | |

| October 1, 2022 through October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 161,267,874 | |

| November 1, 2022 through November 30, 2022 | | | | | | 255,000 | | | | | | $ | 49.76 | | | | | 255,000 | | | | | | $ | 148,578,003 | |

| December 1, 2022 through December 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 148,578,003 | |

| Total | | | | | | 255,000 | | | | | | $ | 49.76 | | | | | 255,000 | | | | | | $ | 148,578,003 | |

(1)On February 17, 2022, our Company's Board of Directors ("the Board") approved a share repurchase program to repurchase up to an aggregate of $200 million, excluding brokerage commissions, of our Company's Class B common stock through March 31, 2026, with the program primarily intended to offset annual employee equity award grants.

The number, price, structure and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements and other factors.

Share repurchases may be made in the open market or in privately negotiated transactions.

The repurchase authorization does not oblige us to acquire any particular amount of our Class B common stock.

The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

[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 | |

[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)

| [added: [Notes to] Consolidated Financial [removed: Statements:] [added: Statements](#i5bcb7c35bf0d4857b2d0095015042385_115)] | | | [added: [67](#i5bcb7c35bf0d4857b2d0095015042385_115)] | | |

| [Management's [removed: Report](#i35e476aa41d949638592825f3543d7e8_112)] [added: Report](#i5bcb7c35bf0d4857b2d0095015042385_94)] | | | [removed: [68](#i35e476aa41d949638592825f3543d7e8_112)] [added: [58](#i5bcb7c35bf0d4857b2d0095015042385_94)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i35e476aa41d949638592825f3543d7e8_115) 238[)](#i35e476aa41d949638592825f3543d7e8_115)] [added: ID](#i5bcb7c35bf0d4857b2d0095015042385_97) 238[)](#i5bcb7c35bf0d4857b2d0095015042385_97)] | | | [removed: [69](#i35e476aa41d949638592825f3543d7e8_115)] [added: [59](#i5bcb7c35bf0d4857b2d0095015042385_97)] | | |

| [Consolidated Statements of [removed: Operations](#i35e476aa41d949638592825f3543d7e8_118)] [added: Operations](#i5bcb7c35bf0d4857b2d0095015042385_100)] | | | [removed: [71](#i35e476aa41d949638592825f3543d7e8_118)] [added: [61](#i5bcb7c35bf0d4857b2d0095015042385_100)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i35e476aa41d949638592825f3543d7e8_121)] [added: (Loss)](#i5bcb7c35bf0d4857b2d0095015042385_103)] | | | [removed: [72](#i35e476aa41d949638592825f3543d7e8_121)] [added: [62](#i5bcb7c35bf0d4857b2d0095015042385_103)] | | |

| [Consolidated Balance [removed: Sheets](#i35e476aa41d949638592825f3543d7e8_124)] [added: Sheets](#i5bcb7c35bf0d4857b2d0095015042385_106)] | | | [removed: [73](#i35e476aa41d949638592825f3543d7e8_124)] [added: [63](#i5bcb7c35bf0d4857b2d0095015042385_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i35e476aa41d949638592825f3543d7e8_127)] [added: Flows](#i5bcb7c35bf0d4857b2d0095015042385_109)] | | | [removed: [74](#i35e476aa41d949638592825f3543d7e8_127)] [added: [64](#i5bcb7c35bf0d4857b2d0095015042385_109)] | | |

| [Consolidated Statements of Stockholders' Equity and Noncontrolling [removed: Interests](#i35e476aa41d949638592825f3543d7e8_130)] [added: Interests](#i5bcb7c35bf0d4857b2d0095015042385_112)] | | | [removed: [75](#i35e476aa41d949638592825f3543d7e8_130)] [added: [65](#i5bcb7c35bf0d4857b2d0095015042385_112)] | | |

| [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i35e476aa41d949638592825f3543d7e8_136)] [added: Policies"](#i5bcb7c35bf0d4857b2d0095015042385_118)] | | | [removed: [77](#i35e476aa41d949638592825f3543d7e8_136)] [added: [67](#i5bcb7c35bf0d4857b2d0095015042385_118)] | | |

| [Note 2, "New Accounting [removed: Pronouncements"](#i35e476aa41d949638592825f3543d7e8_139)] [added: Pronouncements"](#i5bcb7c35bf0d4857b2d0095015042385_121)] | | | [removed: [87](#i35e476aa41d949638592825f3543d7e8_139)] [added: [77](#i5bcb7c35bf0d4857b2d0095015042385_121)] | | |

| [removed: [Note 10,] [added: [Note](#i5bcb7c35bf0d4857b2d0095015042385_145) [6](#i5bcb7c35bf0d4857b2d0095015042385_145)[,] "Goodwill and Intangible [removed: Assets"](#i35e476aa41d949638592825f3543d7e8_163)] [added: Assets"](#i5bcb7c35bf0d4857b2d0095015042385_145)] | | | [removed: [100](#i35e476aa41d949638592825f3543d7e8_163)] [added: [81](#i5bcb7c35bf0d4857b2d0095015042385_145)] | | |

| [Note [removed: 13,] [added: 1](#i5bcb7c35bf0d4857b2d0095015042385_154)[6](#i5bcb7c35bf0d4857b2d0095015042385_154)[,] "Share-Based [removed: Payments"](#i35e476aa41d949638592825f3543d7e8_172)] [added: Payments"](#i5bcb7c35bf0d4857b2d0095015042385_154)] | | | [removed: [107](#i35e476aa41d949638592825f3543d7e8_172)] [added: [112](#i5bcb7c35bf0d4857b2d0095015042385_154)] | | |

| [Note [removed: 14,] [added: 1](#i5bcb7c35bf0d4857b2d0095015042385_160)[5](#i5bcb7c35bf0d4857b2d0095015042385_160)[,] "Accumulated Other Comprehensive Income [removed: (Loss)"](#i35e476aa41d949638592825f3543d7e8_175)] [added: (Loss)"](#i5bcb7c35bf0d4857b2d0095015042385_160)] | | | [removed: [110](#i35e476aa41d949638592825f3543d7e8_175)] [added: [111](#i5bcb7c35bf0d4857b2d0095015042385_160)] | | |

| [Note [removed: 15,] [added: 1](#i5bcb7c35bf0d4857b2d0095015042385_163)[1](#i5bcb7c35bf0d4857b2d0095015042385_163)[,] "Employee Retirement Plans and Postretirement [removed: Benefits"](#i35e476aa41d949638592825f3543d7e8_178)] [added: Benefits"](#i5bcb7c35bf0d4857b2d0095015042385_163)] | | | [removed: [112](#i35e476aa41d949638592825f3543d7e8_178)] [added: [94](#i5bcb7c35bf0d4857b2d0095015042385_163)] | | |

| [Note [removed: 16,] [added: 1](#i5bcb7c35bf0d4857b2d0095015042385_166)[0](#i5bcb7c35bf0d4857b2d0095015042385_166)[,] "Derivative Instruments and Hedging [removed: Activities"](#i35e476aa41d949638592825f3543d7e8_181)] [added: Activities"](#i5bcb7c35bf0d4857b2d0095015042385_166)] | | | [removed: [122](#i35e476aa41d949638592825f3543d7e8_181)] [added: [88](#i5bcb7c35bf0d4857b2d0095015042385_166)] | | |

| [removed: [Note 17,] [added: [Note](#i5bcb7c35bf0d4857b2d0095015042385_169) [7,] "Accounts Payable and Other Current [removed: Liabilities"](#i35e476aa41d949638592825f3543d7e8_184)] [added: Liabilities"](#i5bcb7c35bf0d4857b2d0095015042385_169)] | | | [removed: [129](#i35e476aa41d949638592825f3543d7e8_184)] [added: [84](#i5bcb7c35bf0d4857b2d0095015042385_169)] | | |

| [removed: [Note 18, "Commitments] [added: Commitments] and [removed: Contingencies"](#i35e476aa41d949638592825f3543d7e8_187)] [added: contingencies ([Note 13](#i5bcb7c35bf0d4857b2d0095015042385_172))] | | | [removed: [129](#i35e476aa41d949638592825f3543d7e8_187)] | | | [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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] the Company's internal control over financial reporting was effective.

[removed: *Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting*][added: Reporting]

We have audited the accompanying consolidated balance sheets of Molson Coors Beverage Company and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

[removed: *Basis] [added: Basis] for [removed: Opinions*][added: Opinions]

[removed: *Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting*][added: Reporting]

[removed: *Critical] [added: Critical] Audit [removed: Matters*][added: Matters]

[removed: *Goodwill] [added: Goodwill] Impairment Assessment - Americas Reporting [removed: Unit*][added: Unit]

As described in Notes 1 and [removed: 10] [added: 6] to the consolidated financial statements, the Company’s goodwill balance related to the Americas reporting unit as of December 31, [removed: 2021] [added: 2022] is [removed: $6,153] [added: $5,292] million.

The carrying value of goodwill is evaluated for impairment at the reporting unit level at least annually or when an interim triggering event occurs that [removed: would indicate that impairment] may [removed: have taken place.][added: indicate potential impairment.]

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

If the [removed: 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 the reporting unit.

A combination of a discounted cash flow analysis and market approach is used [added: by management] to determine the fair value of the reporting unit.

Fair value determinations require considerable judgment [added: by management] and are sensitive to changes in underlying assumptions and factors.

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 the [removed: Company’s] reporting unit may include [removed: (i)] [added: the following,] as disclosed by management, [added: (i)] growth rates for sales, costs and profits, which are based on various long-range financial and operational plans; (ii) prolonged weakening of economic conditions; or (iii) significant unfavorable changes in [added: income] tax rates, environmental or other regulations, including interpretations thereof, terminal growth [removed: rates,] [added: rate,] market multiples and / or weighted average cost of [removed: capital utilized in the discounted cash flow analysis.][added: capital.]

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

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

Evaluating the significant assumptions related to growth rates for sales involved evaluating whether the [added: significant] assumptions used were reasonable considering (i) the current and past performance of the 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 appropriateness of the Company’s discounted cash flow analysis and market approach and (ii) the reasonableness of the [added: terminal growth rate, market multiples, and] weighted average cost of capital [removed: and market multiple] significant assumptions.

| [added: For the year ended December 31, 2022] | | | [removed: For the Years Ended] | | | | | | | | | | | | | | | [added: | | |]

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_127) [3](#i5bcb7c35bf0d4857b2d0095015042385_127)[, "Investments"](#i5bcb7c35bf0d4857b2d0095015042385_127) | | | [77](#i5bcb7c35bf0d4857b2d0095015042385_127) | | |

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_151) [4](#i5bcb7c35bf0d4857b2d0095015042385_151)[, "Inventories"](#i5bcb7c35bf0d4857b2d0095015042385_151) | | | [80](#i5bcb7c35bf0d4857b2d0095015042385_151) | | |

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_142) [5](#i5bcb7c35bf0d4857b2d0095015042385_142)[, "Properties"](#i5bcb7c35bf0d4857b2d0095015042385_142) | | | [80](#i5bcb7c35bf0d4857b2d0095015042385_142) | | |

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_175) [8](#i5bcb7c35bf0d4857b2d0095015042385_175)[, "Leases"](#i5bcb7c35bf0d4857b2d0095015042385_175) | | | [84](#i5bcb7c35bf0d4857b2d0095015042385_175) | | |

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_148) [9](#i5bcb7c35bf0d4857b2d0095015042385_148)[, "Debt"](#i5bcb7c35bf0d4857b2d0095015042385_148) | | | [86](#i5bcb7c35bf0d4857b2d0095015042385_148) | | |

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_133) [12](#i5bcb7c35bf0d4857b2d0095015042385_133)[, "Income Tax"](#i5bcb7c35bf0d4857b2d0095015042385_133) | | | [103](#i5bcb7c35bf0d4857b2d0095015042385_133) | | |

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_139) [1](#i5bcb7c35bf0d4857b2d0095015042385_139)[4](#i5bcb7c35bf0d4857b2d0095015042385_139)[, "Stockholders' Equity"](#i5bcb7c35bf0d4857b2d0095015042385_139) | | | [110](#i5bcb7c35bf0d4857b2d0095015042385_139) | | |

| [Note 17, "Other Operating Income (Expense), net"](#i5bcb7c35bf0d4857b2d0095015042385_136) | | | [115](#i5bcb7c35bf0d4857b2d0095015042385_136) | | |

| [Note](#i5bcb7c35bf0d4857b2d0095015042385_124) [18](#i5bcb7c35bf0d4857b2d0095015042385_124)[, "Segment Reporting"](#i5bcb7c35bf0d4857b2d0095015042385_124) | | | [117](#i5bcb7c35bf0d4857b2d0095015042385_124) | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| February 21, 2023 | | | | | | February 21, 2023 | | |

If the fair value exceeds its respective carrying value, then management would conclude that no impairment has occurred.

As a result of the annual impairment test, management concluded that the carrying value of the Americas reporting unit exceeded its fair value resulting in an impairment loss of $845 million.

February 21, 2023

| Goodwill impairment | | | (845.0) | | | | | | — | | | | | | (1,484.3) | | |

| Equity income (loss) | | | 4.7 | | | | | | — | | | | | | — | | |

| | | | December 31, 2022 | | | | | | December 31, 2021 | | |

| Other receivables | | | 126.4 | | | | | | 200.5 | | |

| Other intangibles, net | | | 12,800.1 | | | | | | 13,286.8 | | |

| Goodwill impairment | | | 845.0 | | | | | | — | | | | | | 1,484.3 | | |

| Equity (income) loss | | | (4.7) | | | | | | — | | | | | | — | | |

| Payments for purchases of treasury stock | | | (51.5) | | | | | | — | | | | | | — | | |

| Exchange of shares | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4.5) | | | | | | 4.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Purchase of noncontrolling interest | | | (1.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.7) | | |

| Net income (loss) including noncontrolling interests | | | (186.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (175.3) | | | | | | — | | | | | | — | | | | | | (11.2) | | |

| Share repurchase program | | | (51.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (51.5) | | | | | | — | | |

| Balance as of December 31, 2022 | | | $ | 12,915.2 | | | | | $ | — | | | | | $ | 2.1 | | | | | $ | 102.2 | | | | | $ | 413.3 | | | | | $ | 7,006.4 | | | | | $ | 6,894.1 | | | | | $ | (1,205.5) | | | | | $ | (522.9) | | | | | $ | 225.5 | |

Our reporting segments include Americas and EMEA&APAC.

Changes to our Consolidated Statement of Operations

As of December 31, 2022, we modified our presentation of the consolidated statements of operations to replace the former "Special items, net" line item with "Other operating income (expense), net." In addition, goodwill impairment, which had previously been included in "Special items, net," has been reclassified to a separate line titled "Goodwill impairment." The consolidated statement of operations for the years ended December 31, 2021 and December 31, 2020 were reclassified to reflect this change in presentation only.

Cost Inflation

We have been experiencing significant cost inflation, including higher material, transportation and energy costs, which negatively impacted our results of operations during the year ended December 31, 2022.

We expect cost inflation to continue to have a negative impact on our results of operations in 2023 and possibly beyond.

To the extent materials, transportation and energy prices continue to fluctuate, our business and financial results could continue to be materially adversely impacted.

We continue to monitor these risks and rely on our risk management hedging program, increased pricing to our customers, our premiumization strategy and cost savings programs to help mitigate some of the inflationary pressures.

| [Notes to Consolidated Financial Statements](#i35e476aa41d949638592825f3543d7e8_133) | | | [77](#i35e476aa41d949638592825f3543d7e8_133) | | |

| [Note 3, "Segment Reporting"](#i35e476aa41d949638592825f3543d7e8_142) | | | [87](#i35e476aa41d949638592825f3543d7e8_142) | | |

| [Note 4, "Investments"](#i35e476aa41d949638592825f3543d7e8_145) | | | [90](#i35e476aa41d949638592825f3543d7e8_145) | | |

| [Note 5, "Other Income and Expense"](#i35e476aa41d949638592825f3543d7e8_148) | | | [92](#i35e476aa41d949638592825f3543d7e8_148) | | |

| [Note 6, "Income Tax"](#i35e476aa41d949638592825f3543d7e8_151) | | | [93](#i35e476aa41d949638592825f3543d7e8_151) | | |

| [Note 7, "Special Items"](#i35e476aa41d949638592825f3543d7e8_154) | | | [97](#i35e476aa41d949638592825f3543d7e8_154) | | |

| [Note 8, "Stockholders' Equity"](#i35e476aa41d949638592825f3543d7e8_157) | | | [99](#i35e476aa41d949638592825f3543d7e8_157) | | |

| [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 | | |

February 23, 2022

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

| Special items, net | | | (44.5) | | | | | | (1,740.2) | | | | | | (708.8) | | |

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

| Affiliate receivables | | | 16.2 | | | | | | 8.4 | | |

| Other receivables, less allowance for doubtful accounts of $2.5 and $2.4, respectively | | | 200.5 | | | | | | 129.1 | | |

| Properties, less accumulated depreciation of $3,507.2 and $3,416.4, respectively | | | 4,192.4 | | | | | | 4,250.3 | | |

| Other intangibles, less accumulated amortization of $1,406.3 and $1,206.5, respectively | | | 13,286.8 | | | | | | 13,556.1 | | |

| Cash and cash equivalents: | | | | | | | | | | | | | | | | | |

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

| Balance as of December 31, 2018 | | | $ | 13,735.8 | | | | | $ | — | | | | | $ | 2.0 | | | | | $ | 103.2 | | | | | $ | 557.6 | | | | | $ | 6,773.1 | | | | | $ | 7,692.9 | | | | | $ | (1,150.0) | | | | | $ | (471.4) | | | | | $ | 228.4 | |

| Exchange of shares | | | — | | | | | | — | | | | | | — | | | | | | (0.7) | | | | | | 0.2 | | | | | | 0.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Purchase of noncontrolling interest | | | 0.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | |

| Deconsolidation of VIE | | | (1.7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.7) | | |

| Adoption of lease accounting standard | | | 32.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32.0 | | | | | | — | | | | | | — | | | | | | — | | |

| Reclassification of stranded tax effects | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74.8 | | | | | | (74.8) | | | | | | — | | | | | | — | | |

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.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods.

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.

Starting at the end of the first quarter of 2020, the coronavirus pandemic has had a material adverse effect on our operations, liquidity, financial condition and results of operations.

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: 2021] [added: 2022] 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, [removed: 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: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

Incorporated by reference to our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2021.][added: 2022.]