Molson Coors Beverage (TAP) 10-K risk factor changes: FY2023 vs FY2022

Deterioration of general economic, political, credit and/or capital market conditions, including those caused by the ongoing Russia-Ukraine [removed: conflict] [added: 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 [removed: growth and] [added: growth,] social and political [removed: instability] [added: instability, and violent crime and related matters] 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 [removed: ongoing conflict between Russia and Ukraine (which we refer to as the "Russia-Ukraine conflict"),] [added: Russia-Ukraine conflict,] global supply chain disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.

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

[added: 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 [removed: impact] [added: impact, particularly in Eastern Europe,] 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.

Our business has been, and may continue to be, impacted by supply chain constraints, including [removed: as a result of raw materials and ingredient shortages,] longer lead times, [removed: port congestion and increased freight costs caused,] in part, by the [removed: coronavirus pandemic, the] Russia-Ukraine conflict and the uncertain economic environment worldwide.

These supply chain constraints [removed: also] [added: could] put significant inflationary pressures on commodity and other input prices.

The supply and price of these raw materials and commodities can be affected by a number of factors beyond our control, including market demand, inflation, alternative sources for suppliers, global geopolitical events, such as the Russia-Ukraine conflict (especially as to their impact on energy supply prices in general, including crude oil prices and the resulting impact on diesel fuel prices), global or regional disease outbreaks or pandemics, [removed: such as the coronavirus pandemic,] trade agreements among producing and consuming nations, governmental regulations (including tariffs), frosts, droughts and other weather conditions, changes in precipitation patterns, the frequency of extreme weather events, economic factors affecting growth decisions, plant diseases, theft and industry surcharges and other practices.

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

[removed: Therefore, unfavorable] macroeconomic conditions, such as inflationary pressures, a recession or continued slowed economic growth in the U.S., Canada or countries in Europe, could negatively affect consumer demand for our [removed: product] [added: products] in these important markets, which consequently, may negatively affect the results of operations in our Americas and EMEA&APAC segments.

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 [added: earthquakes, fires, hurricanes, floods, acts of war, terrorist attacks, cyberattacks and other disruptions in information systems, such as the March 2021 cybersecurity incident, disease outbreaks or pandemics and other natural disasters or catastrophic events that damage, disrupt or destroy one of our breweries or key facilities or the key facilities of our significant suppliers.]

- our ability to [added: effectively] integrate new suppliers into our operations;

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

- acts of war and [removed: terrorism][added: terrorism; or]

Cybersecurity incidents impacting our information systems, and violations of data privacy laws and regulations could disrupt our business operations and adversely impact our reputation and results of operations. Our information systems may be the target of [removed: cyber-attacks] [added: cyberattacks] or other security breaches, which, if successful, could, among other things, disrupt our operations, applications and services, cause the loss of key business, employee, customer or vendor information, cause us to breach our legal, regulatory or contractual obligations, prevent us from accessing or relying upon critical business records, cause reputational damage, or impact the costs or ability to obtain adequate insurance coverage.

[removed: 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.

[added: We have seen an increase in the number] of [added: cyberattacks due, in part, to the large number of] our employees [added: and contractors] that are working and accessing our technology infrastructure remotely because of shifts in working [removed: arrangements primarily as a result of the coronavirus pandemic.][added: arrangements.]

We may be required to incur further costs to alleviate problems and remedy damage caused by physical, electronic and cybersecurity [removed: breaches, including the potential for increased ongoing expenses related to the March 2021 cybersecurity incident,] [added: breaches] and to address possible increased information system attacks as a result of the incident, which could have a material adverse effect on our business and financial results.

Misuse, leakage or falsification of information could result in a violation of data privacy laws and regulations, including but not limited to, the European Union's General Data Protection Regulation, California Privacy Rights Act, [removed: which took effect on January 1, 2023, or] the Virginia Consumer Data Protection Act, [removed: which took effect on January 1, 2023,] [added: or the Colorado Privacy Act, may] damage our reputation and credibility or expose us to increased risk of lawsuits, loss of existing or potential future customers and/or increases in our security [removed: costs,] [added: costs and compliance burden,] any of which could have a material adverse effect on our business and financial results.

Further, the regulatory framework around data custody, data privacy and breaches [removed: varies by] [added: may be inconsistent from one] jurisdiction [added: to another] and is an evolving area of law.

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

Our brand [removed: image and] [added: image,] reputation [added: and financial results] may be negatively impacted by our ability to navigate social media campaigns and trends in pursuit of various dynamic issues facing society on regional and global levels across the markets in which we operate.

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

Our *Coors Light* and *Miller Lite* brands in the Americas, and *Carling, Staropramen, [removed: Ozujsko, Bergenbier*] [added: Coors, Madri,* *Ožujsko,*] and [removed: *Coors*] [added: *Bergenbier*] brands in EMEA&APAC represented more than half of each respective segment's sales volumes in [removed: 2022.][added: 2023.]

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

In Canada, changes to interprovincial trade rules, regulations, distribution [removed: models,] [added: models] and packaging requirements, such as government-owned retail outlets and industry standard returnable bottles, may be disadvantageous to us.

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

For example, net sales in our Americas segment accounted for approximately 81% of our total [removed: 2022] [added: 2023] net sales.

Our success as 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 [removed: revitalization plan,] [added: Acceleration Plan,] our future [removed: topline] growth will depend, in part, on our ability to timely innovate and develop new products beyond traditional beer.

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

The launch of a new product can give rise to a variety of incremental or [removed: on-time] [added: one-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.

Changes in the social acceptability, perceptions and the political view of the beverage categories in which we operate, including [removed: alcohol and cannabis,] [added: alcohol,] could adversely affect our business. In recent years, there has been an increase in public and political attention on health and well-being as they relate to alcoholic beverages and the other categories in which we [removed: operate,] [added: operate due in part to public concern over alcohol-related social problems,] including [removed: cannabis.][added: driving under the influence, underage drinking and exposure to alcohol advertisements, and health consequences from the harmful use and misuse of alcohol.]

Negative publicity regarding alcoholic beverages and changes in consumer perceptions in relation to [removed: beer, other alcoholic, CBD,] [added: beer] or other [removed: cannabinoid] [added: alcoholic] beverages could adversely affect the sale and consumption of our products, which could adversely affect our business and financial results.

Additionally, the concerns around alcohol, [removed: CBD and cannabis] as well as health and [removed: well-being] [added: well-being,] could result in unfavorable regulations or other legal requirements in certain markets in which we operate, such as advertising, selling and other restrictions, increased taxes associated with our sales, or the establishment of minimum unit pricing.

As part of the plan, [removed: by] the [removed: end of 2023, the] European Union has indicated it [removed: will] [added: may] issue a proposal for mandatory health warnings on alcohol beverage product labels.

Due to a high concentration of workers represented by unions or trade councils, we could be significantly affected by labor strikes, work stoppages or other employee-related issues. As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 31%] [added: 30%] and 24% of [added: our Americas and EMEA&APAC workforces, respectively, are represented by trade unions or councils.]

For example, in the first few months of 2021, we experienced a labor disruption with our Toronto brewery unionized employees resulting from [removed: on-going] [added: on going] negotiations of the collective bargaining [removed: agreement.][added: agreement which resulted in slightly slower than expected production at the Toronto brewery in the first few months of 2021.]

[removed: At] [added: In addition, at] the end of March through mid-June 2022, approximately 400 unionized employees in our Montreal/Longueuil, Québec brewery and distribution centers went on strike, which adversely affected our business, operations and financial results during the second and third quarters of 2022.

[removed: Despite these new agreements,] [added: Furthermore,] there may be additional [removed: labor strikes,] work stoppages, unionization efforts or other employee-related issues, either prior to or following the expiration of these agreements, each of which could significantly affect our business and financial results.

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

Geopolitical tensions may cause delays in shipments of our products and supplies.

Therefore, unfavorable

- natural disasters, pandemics, public health crises, or other catastrophic events and the associated impacts of such events, including impacts on our employees, their families, or our suppliers.

A breach of our information systems, such as the March 2021 cybersecurity incident, could subject us to litigation,

As discussed further below, the rapid evolution and increased adoption of artificial intelligence and machine learning technologies may intensify our cybersecurity risks.

These events may not be insured against or may not be fully covered by any insurance maintained by us.

Additionally, there is no assurance that the limitations of liability in any of our contracts would be enforceable or adequate to protect us from liabilities or damages as a result of a cyberattack or other cybersecurity incident.

Other jurisdictions in which we operate have enacted or are proposing similar laws and regulations related to data privacy.

Finally, the SEC has adopted new rules that require us to provide greater disclosures around cybersecurity risk management, strategy and governance, as well as disclose the occurrence of material cybersecurity incidents.

We cannot predict or estimate the amount of additional costs we will incur in order to comply with these rules or the timing of such costs.

These rules and regulations may also require us to report a cybersecurity incident before we have been able to fully assess its impact or remediate the underlying issue.

Efforts to comply with such reporting requirements could divert management's attention from our incident response and could potentially reveal system vulnerabilities to threat actors.

Failure to timely report incidents under these or other similar rules could also result in monetary fines, sanctions or subject us to other forms of liability.

This regulatory environment is increasingly challenging, and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

operations internationally or entering new or different product lines.

As discussed further below, in December 2023 the Province of Ontario announced a set of non-binding key principles ("Key Principles") concerning the intended features of the future marketplace for beer distribution and retail systems in the Province of Ontario.

Further, the alcohol industry may be criticized and experience an increase in the number of publications and studies, as well as lobbying efforts, arguing there is no safe level of alcohol consumption.

Artificial intelligence presents challenges that can impact our business by posing security risks to confidential or proprietary information and personal data. The use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.

Molson Coors may adopt and integrate artificial intelligence tools into our systems for specific use cases after review by legal and information security.

Our vendors and third-party partners may incorporate artificial intelligence tools into their offerings with or without disclosing this use to us.

The providers of these artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards concerning privacy and data protection, which may result in a loss of intellectual property or confidential information and/or cause harm to our reputation and the public perception of the effectiveness of our security measures.

Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property.

Any of these outcomes could damage our reputation, result in the loss of valuable property and information and adversely impact our business.

Furthermore, on February 17, 2024, the Teamsters Local 997 initiated a strike at our Fort Worth, Texas brewery in the U.S. We have contingency plans in place designed to mitigate the potential financial impact and we remain committed to reaching an agreement that is fair to both our employees and to the Fort Worth brewery.

The landscape related to ESG regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity.

For example, the SEC, the State of California, and the European Commission have published proposed or final rules, including the European Commission's Corporate Sustainability Reporting Directive, that would require significantly increased disclosures related to climate change and other issues.

We may experience significant future cost increases associated with regulatory compliance for ESG matters, including fees, licenses, reporting, and the cost of capital improvements for our operating facilities to meet environmental regulatory requirements.

Further, if we incur adverse publicity and reaction from investors, activist groups or other

significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof), terminal growth rates, market multiples and/or weighted-average cost of capital utilized in the discounted cash flow analyses.

In

In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 ("IRA"), which included among other provisions, a 15% minimum tax on "adjusted financial statement income" and became effective for the Company beginning January 1, 2023.

For instance, the OECD has introduced model rules for a new 15% global minimum tax framework, as well as a proposal on the allocation of profit among tax jurisdictions in which companies operate.

In December 2022, the EU member states agreed to incorporate the 15% global minimum tax into their respective domestic laws effective for fiscal years beginning on or after December 31, 2023.

Additionally, several non-EU countries, including the U.K., have recently proposed and/or adopted legislation consistent with the OECD global minimum tax framework.

These tax laws and regulations could adversely impact our financial results beyond fiscal year 2024.

In December 2023, the Province of Ontario notified the Representative Owners and TBS that it would not be renewing the MFA after the initial term of the MFA expires on December 31, 2025.

The Province of Ontario simultaneously announced a set of non-binding Key Principles agreed upon between the Province of Ontario, the Representative Owners, and TBS, concerning the intended features of the future marketplace for beer distribution and retail systems in the Province of Ontario to be introduced no later than January 1, 2026.

Under the Key Principles, TBS will continue its retail operations and will continue to be the primary distributor of beer in the Province of Ontario at least through 2031.

The Key Principles also state grocery stores, convenience stores, gas stations, and big-box retailers in the Province of Ontario will be able to apply for licenses to sell beer, wine, cider, and ready-to-drink cocktails starting in 2026.

adversely affect our sales and results of operations.

Even though our sales in Russia have

Even though our businesses are working to alleviate supply chain constraints through various measures, such as sourcing from additional suppliers and using alternative delivery methods or materials, we are unable to predict the impact of these constraints on the timing of revenue and operating costs of our business in the near future.

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

In addition, in 2021 and 2022, shortages of raw materials and disruption to the global supply chain negatively impacted sales, costs and inventory availability and may continue to have a negative impact on future results and profitability.

In the U.S., we are exposed to variability in the market price of a regional premium differential (which we refer to as “the Midwest Premium”) charged by industry participants to deliver aluminum from the smelter to the manufacturing facility.

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

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

In addition to impacting the prices of raw materials, a constant or periodic change in the Midwest Premium differentials may impact our end consumers as we must either pass on the increased costs to our consumers or decrease our profit margins.

Increases in the Midwest Premium, or the inability to pass through any fluctuation in aluminum prices or regional premiums to our end consumers, could have a material adverse effect on our business, financial condition, results of operations and cash flow.

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.

Further, we distribute our products and receive raw materials primarily by truck or rail.

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

Higher transportation costs are a result of increased fuel and labor prices and freight costs, as well as reduced trucking capacity due to driver shortages.

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

Reduced availability of trucking or rail capacity may also result from an increase in competition for transportation of products and has caused, and could continue to cause, us to incur unanticipated expenses, such as using the spot market.

Any efforts to pay spot market prices, which are higher than they have been in many years, or similar methods could adversely impact our business and financial results.

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.

earthquakes, fires, hurricanes, floods, acts of war, terrorist attacks, cyberattacks and other disruptions in information systems, such as the March 2021 cybersecurity incident, disease outbreaks or pandemics, such as the coronavirus pandemic, and other natural disasters or catastrophic events that damage, disrupt or destroy one of our breweries or key facilities or the key facilities of our significant suppliers.

- 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;

- 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.

We have seen an increase in the number of cyberattacks due, in part, to the large number

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

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

Currently, in Ontario and other provinces, provincial governments are reviewing 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.

In addition, along with other brewers in Canada, we currently use an industry standard returnable bottle which represents approximately 25% of total volume sales (excluding imports) in Canada.

Changes to the Industry Standard Bottle Agreement could impact our use of the industry standard returnable bottle.

If we cease to use the industry standard returnable bottle in Canada, our current bottle inventory and a portion of our bottle packaging equipment could become obsolete and could result in a material write-off of these assets.

Furthermore, our competitors may respond to industry

In addition, the alcoholic beverage industry is regularly the subject of anti-alcohol activist activity related to health concerns from the harmful consumption of alcohol, concerns regarding underage drinking, and exposure to alcohol advertisements.

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

our Americas and EMEA&APAC workforces, respectively, are represented by trade unions or councils.

This labor disruption resulted in slightly slower than expected production at the Toronto brewery in the first few months of 2021.

There were four collective bargaining agreements in Québec that expired at the end of 2021.

In late 2021 and in 2022, we began negotiating one of these collective bargaining agreements with our Montreal unionized distribution and brewery employees.

As of the third quarter of 2022, we successfully negotiated all four collective bargaining agreements in Québec that expired at the end of 2021.

Two of the four collective bargaining agreements in Québec expire on December 31, 2026 and the remaining two collective bargaining agreements expire on December 31, 2027.

positions may temporarily affect our financial performance and results of operations as new management becomes familiar with our business.

Impacts related to the coronavirus pandemic have disrupted, and may continue to disrupt our operations, which has had and could continue to have a material adverse effect on our business and financial results. The global coronavirus pandemic created significant volatility, uncertainty and economic disruption.

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

From [added: our core power brands] *Coors Light*, *Miller Lite, [added: Coors Banquet,] Molson Canadian, Carling* and [removed: *Staropramen*] [added: *Ožujsko*] to [removed: *Coors Banquet,] [added: our above premium brands including *Madri, Staropramen,] Blue Moon Belgian [removed: White, Vizzy Hard Seltzer, Leinenkugel’s] [added: White* and *Leinenkugel’s] Summer [removed: Shandy, Miller] [added: Shandy,* to our economy and value brands like *Miller] High Life* and [removed: more,] [added: *Keystone*,] we produce many beloved and iconic beer brands.

While our Company’s history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as [removed: well.][added: well, including flavored beverages like *Vizzy Hard Seltzer*, spirits like *Five Trail* whiskey as well as non-alcoholic beverages.]

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 8 Financial Statements and Supplementary [removed: Data](#i5bcb7c35bf0d4857b2d0095015042385_91),] [added: Data](#i449ac7aa47ab4fc0816446f981ee359b_88),] as well as the discussion of our business and related risk factors in [Part I—Item 1 [removed: Business](#i5bcb7c35bf0d4857b2d0095015042385_22)] [added: Business](#i449ac7aa47ab4fc0816446f981ee359b_22)] and [Part I—Item 1A Risk [removed: Factors](#i5bcb7c35bf0d4857b2d0095015042385_25),] [added: Factors](#i449ac7aa47ab4fc0816446f981ee359b_25),] respectively.

A discussion related to the results of operations and changes in financial condition for [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] 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: 2021] [added: 2022] Form 10-K, filed with the SEC on February [removed: 23, 2022,] [added: 21, 2023,] which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com.

Unless otherwise indicated, (a) all $ amounts are in USD, (b) comparisons are to comparable prior periods and (c) [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] refers to the 12 months ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively.

We [added: have] continued to [removed: experience] [added: incur] significant cost inflation, including [removed: higher material, transportation] [added: materials] and [removed: energy costs,] [added: manufacturing expenses,] which negatively impacted our results of operations [removed: during] [added: for] the year ended December 31, [removed: 2022.][added: 2023, although we experienced moderation in the second half of the year.]

While cost inflation [removed: was] [added: has been] high in all of our [removed: markets during the year ended December 31, 2022,] [added: markets,] 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 [removed: were] [added: continued to be] impacted by local inflation leading to a reduction in their discretionary purchases.

To the extent [removed: materials, transportation] [added: materials] and [removed: energy] [added: manufacturing] prices continue to fluctuate, [removed: and if we are unable to mitigate the impact of supply chain constraints and inflationary pressures through price increases or other measures,] our [removed: results of operations] [added: business] and financial [removed: condition] [added: results] could [added: continue to] 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 [removed: brand,] [added: brands,] reputation and sales.

If our competitors maintain or substantially lower their prices, we may lose customers or [removed: mark down] [added: be forced to lower] prices to [removed: match them.][added: remain competitive.]

Our profitability may be impacted by prices that do not offset the inflationary pressures, which [removed: may] [added: would negatively] impact gross margins.

See [Part II—Item 8 Financial Statements and Supplementary [removed: Data] [added: Data,] Note 17, "Other Operating Income (Expense), [removed: net"](#i5bcb7c35bf0d4857b2d0095015042385_136)] [added: net"](#i449ac7aa47ab4fc0816446f981ee359b_169)] and [removed: [Note 6, "Goodwill] [added: [Part II—Item 8 Financial Statements] and [removed: Intangibles"](#i5bcb7c35bf0d4857b2d0095015042385_145)] [added: Supplementary Data, Note](#i449ac7aa47ab4fc0816446f981ee359b_121) [3](#i449ac7aa47ab4fc0816446f981ee359b_121)[, "](#i449ac7aa47ab4fc0816446f981ee359b_121)[Investments](#i449ac7aa47ab4fc0816446f981ee359b_121)["](#i449ac7aa47ab4fc0816446f981ee359b_121)] for further [removed: discussion of the impacts of this plan.][added: information.]

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

We believe the [added: continued] 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.

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible [removed: Assets"](#i5bcb7c35bf0d4857b2d0095015042385_145)] [added: Assets"](#i449ac7aa47ab4fc0816446f981ee359b_130)] for further information.

During the [removed: year ended December 31,] [added: first quarter of] 2022, we [removed: recorded an] accrued [added: a] liability of [removed: $56.6] [added: $56.0] million within MG&A related to probable losses as a result of the ongoing *Keystone* litigation [removed: case including associated interest.][added: case.]

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and [removed: Contingencies"](#i5bcb7c35bf0d4857b2d0095015042385_172)] [added: Contingencies"](#i449ac7aa47ab4fc0816446f981ee359b_154)] for further information.

During the first quarter of 2022, we recognized an impairment loss of $28.6 million related to the Truss joint venture asset group [removed: 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), [removed: net"](#i5bcb7c35bf0d4857b2d0095015042385_136)] [added: net"](#i449ac7aa47ab4fc0816446f981ee359b_169)] for [removed: further information.][added: detail of our other operating income (expense), net.]

While not material to our [removed: Company,] [added: consolidated net sales,] the Russia-Ukraine conflict negatively impacted our [added: EMEA&APAC segment] net sales for the [removed: year] [added: years] ended December 31, [added: 2023 and December 31,] 2022.

In addition, the Russia-Ukraine conflict has caused a negative impact to the global economy which has impacted our Company, driving further increases to [removed: the cost of materials, transportation] [added: materials] and [removed: energy.][added: manufacturing expenses as discussed in more detail above.]

See [removed: the] risk [removed: factor] [added: factors] related to this conflict at [Part I.—Item 1A.

"Risk [removed: Factors](#i5bcb7c35bf0d4857b2d0095015042385_25)".][added: Factors](#i449ac7aa47ab4fc0816446f981ee359b_25)".]

[removed: *India] [added: *Truss] Impairment [removed: &] [added: and] Sale*

The following table highlights summarized components of our consolidated statements of operations for the years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020.][added: 2021.]

See [Part II—Item 8 Financial Statements and Supplementary Data, “Consolidated Statements of [removed: Operations”](#i5bcb7c35bf0d4857b2d0095015042385_55)] [added: Operations”](#i449ac7aa47ab4fc0816446f981ee359b_97)] for additional details of our U.S. GAAP results comparing December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021.][added: 2022.]

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | Change | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | Change | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 10,701.0] [added: 11,702.1] | | | | | [removed: 4.1] [added: 9.4] | | % | | | | $ | [removed: 10,279.7] [added: 10,701.0] | | | | | [removed: 6.5] [added: 4.1] | | % | | | | $ | [removed: 9,654.0] [added: 10,279.7] | |

| Cost of goods sold | | | [removed: (7,045.8)] [added: (7,333.3)] | | | | | | [removed: 13.2] [added: 4.1] | | % | | | | [removed: (6,226.3)] [added: (7,045.8)] | | | | | | [removed: 5.8] [added: 13.2] | | % | | | | [removed: (5,885.7)] [added: (6,226.3)] | | |

| Gross profit | | | [removed: 3,655.2] [added: 4,368.8] | | | | | | [removed: (9.8)] [added: 19.5] | | % | | | | [removed: 4,053.4] [added: 3,655.2] | | | | | | [removed: 7.6] [added: (9.8)] | | % | | | | [removed: 3,768.3] [added: 4,053.4] | | |

| Marketing, general and administrative expenses | | | [removed: (2,618.8)] [added: (2,779.9)] | | | | | | [removed: 2.5] [added: 6.2] | | % | | | | [removed: (2,554.5)] [added: (2,618.8)] | | | | | | [removed: 4.8] [added: 2.5] | | % | | | | [removed: (2,437.0)] [added: (2,554.5)] | | |

| Goodwill impairment | | | [removed: (845.0)] [added: —] | | | | | | N/M | | | | | | [removed: —] [added: (845.0)] | | | | | | N/M | | | | | | [removed: (1,484.3)] [added: —] | | |

| Other operating income (expense), net | | | [removed: (38.6)] [added: (162.7)] | | | | | | [removed: (13.3)] [added: 321.5] | | % | | | | [removed: (44.5)] [added: (38.6)] | | | | | | [removed: (82.6)] [added: (13.3)] | | % | | | | [removed: (255.9)] [added: (44.5)] | | |

| Equity income (loss) | | | [removed: 4.7] [added: 12.0] | | | | | | [removed: N/M] [added: 155.3] | | [added: %] | | | | [removed: —] [added: 4.7] | | | | | | N/M | | | | | | — | | |

| Operating income (loss) | | | [removed: 157.5] [added: 1,438.2] | | | | | | [removed: (89.2)] [added: 813.1] | | % | | | | [removed: 1,454.4] [added: 157.5] | | | | | | [removed: N/M] [added: (89.2)] | | [added: %] | | | | [removed: (408.9)] [added: 1,454.4] | | |

| Total non-operating income (expense), net | | | [removed: (220.0)] [added: (185.7)] | | | | | | [removed: 2.1] [added: (15.6)] | | % | | | | [removed: (215.4)] [added: (220.0)] | | | | | | [removed: (8.3)] [added: 2.1] | | % | | | | [removed: (235.0)] [added: (215.4)] | | |

| Income (loss) before income taxes | | | [removed: (62.5)] [added: 1,252.5] | | | | | | N/M | | | | | | [removed: 1,239.0] [added: (62.5)] | | | | | | N/M | | | | | | [removed: (643.9)] [added: 1,239.0] | | |

In 2024, we expect inflationary pressures to moderate and improve from those experienced over the last year.

Additionally, during the third quarter of 2023, we sold our controlling interest in Truss and recognized a loss of $11.1 million.

These losses were recorded within other operating income (expense), net.

During the years ended December 31, 2023 and December 31, 2022 we accrued $1.9 million and $0.6 million, respectively, in associated interest related to this accrued liability.

*Staropramen Brands Impairment*

During the fourth quarter of 2023, we recorded a partial impairment charge of $160.7 million to our indefinite-lived intangible asset related to the *Staropramen* family of brands within the EMEA&APAC segment as a result of our annual impairment analysis.

- *MG&A* - Favorable impact of $1.3 million (favorable impact for Americas of $14.2 million, partially offset by the unfavorable impact for EMEA&APAC of $12.9 million).

We calculate the impact of foreign exchange by translating our current period local currency results at the average exchange rates used to translate the financial statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for the period.

We also utilize net sales per hectoliter and cost of goods sold per hectoliter, as well as the year over year changes in such metrics, as key metrics for analyzing our results.

These metrics are calculated as net sales and cost of goods sold, respectively, per our consolidated statements of operations divided by financial volume for the respective period.

We believe these metrics are important and useful for investors and management because they provide an indication of the trends in pricing and sales mix on our net sales and the trends of sales mix and other cost impacts such as inflation on our cost of goods sold.

The strategy of premiumization, growing our above premium portfolio and expanding beyond the beer aisle continues to be a focus under the Acceleration Plan that was announced in the fourth quarter of 2023.

| Consolidated net sales | | | 1.8 | | % | | | | 7.5 | | % | | | | 0.1 | | % | | | | 9.4 | | % |

| Consolidated net sales per hectoliter | | | N/A | | | | | | 7.3 | | % | | | | 0.1 | | % | | | | 7.4 | | % |

Financial volumes increased 1.8% for the year ended December 31, 2023, compared to prior year, primarily due to higher financial volumes in the Americas segment, partially offset by lower EMEA&APAC financial volumes.

Price and sales mix favorably impacted net sales and net sales per hectoliter for the year ended December 31, 2023, by 7.5% and 7.3%, respectively, primarily due to increased net pricing including the rollover benefit in the first three quarters due to taking several price increases in the prior year, as well as favorable sales mix.

Favorable sales mix was driven by geographic mix due to higher volumes in the Americas segment and lower contract brewing volume related to the wind down of a contract brewing arrangement leading up to the termination by the end of 2024.

A discussion of currency impacts on net sales is included in the "Foreign currency impact on results" section above.

Cost of goods sold increased 4.1% for the year ended December 31, 2023, compared to prior year, primarily due to higher cost of goods sold per hectoliter and higher financial volumes.

The OECD and EU have proposed changes to the existing tax laws of member countries.

For instance, the OECD has introduced model rules for a new 15% global minimum tax framework, as well as a proposal on the allocation of profit among tax jurisdictions in which companies operate.

In December 2022, the EU member states agreed to incorporate the 15% global minimum tax into their respective domestic laws effective for fiscal years beginning on or after December 31, 2023.

Additionally, several non-EU countries, including the U.K., have recently proposed and/or adopted legislation consistent with the OECD global minimum tax framework.

We are continuing to evaluate the potential impact on future periods which could affect our effective tax rate.

While we have not announced a formal cost savings program after the completion of this program in 2022, we continue to generate cost savings through initiatives in the normal course of business.

| Americas net sales | | | 3.6 | | % | | | | 5.1 | | % | | | | (0.5) | | % | | | | 8.2 | | % |

| Americas net sales per hectoliter | | | N/A | | | | | | 5.0 | | % | | | | (0.6) | | % | | | | 4.4 | | % |

Financial volumes increased 3.6% for the year ended December 31, 2023, compared to prior year, primarily due to an increase in U.S. domestic shipments driven by volume growth in our core brands and higher shipments in Canada mainly attributed to cycling the prior year impacts of the Québec labor strike, partially offset by lower Latin America volumes.

The increase in U.S. volume was driven in part by the continued shifts in consumer purchasing behavior largely within the premium beer segment.

Price and sales mix favorably impacted net sales and net sales per hectoliter for the year ended December 31, 2023, by 5.1% and 5.0%, respectively, primarily due to increased net pricing including the rollover benefit in the first three quarters of the year of several price increases taken in the previous year and favorable sales mix as a result of lower contract brewing volume related to the wind down of a contract brewing arrangement leading up to the termination by the end of 2024.

A discussion of currency impacts on net sales is included in the "Foreign currency impact on results" section above.

Higher MG&A spend was primarily due to increased marketing investment behind our core and innovation brands and higher incentive compensation expense, partially offset by cycling the recording of a $56.0 million accrued liability related to potential losses as a result of the ongoing Keystone litigation case.

| | | | December 31, 2023 | | | | | | Change | | | | | | December 31, 2022 | | | | | | Change | | | | | | December 31, 2021 | | |

*Net sales*

The following table highlights the drivers of the change in net sales and net sales per hectoliter for the year ended December 31, 2023 compared to December 31, 2022 (in percentages):

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

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

| | | | Financial Volume | | | | | | Price and Sales Mix | | | | | | Currency | | | | | | Total | | |

| EMEA&APAC net sales | | | (3.0) | | % | | | | 14.7 | | % | | | | 2.8 | | % | | | | 14.5 | | % |

| EMEA&APAC net sales per hectoliter | | | N/A | | | | | | 15.2 | | % | | | | 2.9 | | % | | | | 18.1 | | % |

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.

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

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.

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

In the Americas, we are taking steps to reduce the impact by shipping more beverages via rail to decrease the impacts of higher freight costs.

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.

We are also experiencing increased materials costs due to overall cost inflation.

Specifically, the volatility of aluminum prices, inclusive of Midwest Premium and tariffs, continued to significantly impact our results for the year ended December 31, 2022.

*Coronavirus Global Pandemic*

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.

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

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

*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 as quickly as possible.

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

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

*Revitalization Plan*

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

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

We closed our office in Denver, Colorado and consolidated certain administrative functions into our other existing office locations.

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

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

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

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

*Impairment of an Asset Group*

*Texas Storm*

In February 2021, a winter ice storm severely impacted the southern U.S. In particular, local government authorities in Texas were forced to impose energy restrictions, causing the Fort Worth brewery to be offline which resulted in our inability to produce or ship product during the downtime.

*Irwindale, California Brewery Sale*

Following management approval in December 2019, in January 2020, we announced plans to cease production at our Irwindale, California brewery and entered into an option agreement with Pabst, granting Pabst an option to purchase our Irwindale, California brewery, including plant equipment and machinery and the underlying land for $150 million, subject to adjustment as further specified in the option agreement.

Pursuant to the option agreement, on May 4, 2020, Pabst exercised its option to purchase the Irwindale brewery and the purchase was completed in the fourth quarter of 2020.

Production at the Irwindale brewery ceased during the third quarter of 2020.

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

[removed: "Debt"](#i5bcb7c35bf0d4857b2d0095015042385_148)] [added: "Debt"](#i449ac7aa47ab4fc0816446f981ee359b_139)] for the maturity dates of our outstanding debt instruments.

[removed: The] [added: As of December 31, 2023, the] following table presents our fixed rate debt and forward starting interest rate swaps as well as the impact of an absolute 1% adverse change in interest rates on their respective fair values.

Notional amounts and fair values are presented in USD based on the applicable exchange [removed: rate] [added: rates] as of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively.

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

| *(in millions)* | | | | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | As of December 31, [removed: 2021] [added: 2022] | | |

| USD denominated fixed rate debt | | | | | | $ | 4,900.0 | | | | | $ | [removed: 5,400.0] [added: 4,900.0] | | | | | $ | [removed: (4,295.9)] [added: (4,608.2)] | | | | | $ | [removed: (5,952.7)] [added: (4,295.9)] | | | | | $ | [removed: (223.4)] [added: (414.4)] | | | | | $ | [removed: (200.0)] [added: (223.4)] | |

| Foreign currency denominated fixed rate debt | | | | | | $ | [removed: 1,594.2] [added: 1,260.7] | | | | | $ | [removed: 1,701.0] [added: 1,594.2] | | | | | $ | [removed: (1,557.4)] [added: (1,248.6)] | | | | | $ | [removed: (1,763.1)] [added: (1,557.4)] | | | | | $ | [removed: (11.1)] [added: (13.5)] | | | | | $ | [removed: (10.5)] [added: (11.1)] | |

| Forward starting interest rate swaps | | | | | | $ | 1,000.0 | | | | | $ | [removed: 1,500.0] [added: 1,000.0] | | | | | $ | [removed: 40.0] [added: 41.6] | | | | | $ | [removed: (170.8)] [added: 40.0] | | | | | $ | [removed: (73.8)] [added: (78.9)] | | | | | $ | [removed: (160.5)] [added: (73.8)] | |

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

"Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i5bcb7c35bf0d4857b2d0095015042385_118)] [added: Policies"](#i449ac7aa47ab4fc0816446f981ee359b_115)] for our accounting policy over the accounting for translation adjustments and foreign currency transactions.

Approximately [removed: $3.2] [added: $3.6] billion, or 30%, of our net sales were denominated in functional currencies other than the USD for the year ended December 31, [removed: 2022.][added: 2023.]

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

For the year ended December 31, [removed: 2022,] [added: 2023,] net sales denominated in CAD and GBP both approximated [removed: $1.2 billion] [added: $1.3 billion,] for each respective currency.

The changes in fair value of the net investment hedge due to the fluctuations in the spot rate [removed: is] [added: are] recorded to AOCI.

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

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021.][added: 2022.]

Approximately [removed: 69%] [added: 62%] of our outstanding foreign currency forwards mature in [removed: 2023, 29%] [added: 2024, 33%] mature in [removed: 2024] [added: 2025] and [removed: 2%] [added: 5%] mature thereafter.

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

| Foreign currency denominated fixed rate debt | | | | | | $ | [removed: 1,594.2] [added: 1,260.7] | | | | | $ | [removed: 1,701.0] [added: 1,594.2] | | | | | $ | [removed: (1,557.4)] [added: (1,248.6)] | | | | | $ | [removed: (1,763.1)] [added: (1,557.4)] | | | | | $ | [removed: (142.6)] [added: (124.8)] | | | | | $ | [removed: (171.9)] [added: (142.6)] | |

| Foreign currency forwards | | | | | | $ | [removed: 176.6] [added: 219.4] | | | | | $ | [removed: 170.8] [added: 176.6] | | | | | $ | [removed: 7.6] [added: (1.4)] | | | | | $ | [removed: (1.5)] [added: 7.6] | | | | | $ | [removed: (18.3)] [added: (23.6)] | | | | | $ | [removed: (19.0)] [added: (18.3)] | |

We specifically hedge our exposure to fluctuations in the price of natural gas, aluminum, including surcharges relating to our aluminum exposures, corn, [added: sweeteners,] barley and 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 [removed: establishing] [added: reducing] price [removed: certainty] [added: volatility] for select commodities that are used in our supply chain.

The following table includes details of our commodity swaps [removed: and options] used to hedge commodity price risk as well as the impact of a hypothetical 10% adverse change in the related commodity prices on the fair value of the derivatives.

Approximately [removed: 63%] [added: 68%] of commodity swaps mature in [removed: 2023, 34% of commodity swaps] [added: 2024, 29%] mature in [removed: 2024] [added: 2025] and 3% [removed: of commodity swaps] mature thereafter.

| Swaps | | | | | | $ | [removed: 525.2] [added: 653.5] | | | | | $ | [removed: 722.1] [added: 525.2] | | | | | $ | [removed: 69.0] [added: (30.4)] | | | | | $ | [removed: 300.8] [added: 69.0] | | | | | $ | [removed: (55.8)] [added: (58.1)] | | | | | $ | [removed: (95.7)] [added: (55.8)] | |

In May 2023, we amended our 2026 forward starting interest rate swaps to replace LIBOR with SOFR.

Subsequent to this transition, we are no longer exposed to LIBOR.

As of December 31, 2022, the following table presents our fixed rate debt and forward starting interest rate swaps and the impact of an absolute 1% adverse change in interest rates on our forward starting interest rate swaps and a 10% adverse change in the yield on our fixed rate debt.

| *(in millions)* | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2022 | | |

The following table excludes our commodity options because we have offsetting buy and sell positions.

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2023 and December 31, 2022.

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

| *(in millions)* | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2022 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2022 | | |

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

As a result, fluctuations in foreign currency exchange rates other than the USD, particularly

From time to time, we may enter into cross currency swaps.

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

| Options | | | | | | $ | 19.7 | | | | | $ | 68.2 | | | | | $ | — | | | | | $ | 0.1 | | | | | $ | — | | | | | $ | — | |

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

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

From [added: our core power brands] *Coors Light*, *Miller Lite, [added: Coors Banquet,] Molson Canadian, Carling* and [removed: *Staropramen*] [added: *Ožujsko*] to [removed: *Coors Banquet,] [added: our above premium brands including *Madri, Staropramen,] Blue Moon Belgian [removed: White, Vizzy Hard Seltzer, Leinenkugel’s] [added: White* and *Leinenkugel’s] Summer [removed: Shandy, Miller] [added: Shandy,* to our economy and value brands like *Miller] High Life* and [removed: more,] [added: *Keystone*,] we produce many beloved and iconic beer brands.

While our Company’s history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as [removed: well.][added: well, including flavored beverages like *Vizzy Hard Seltzer*, spirits like *Five Trail* whiskey as well as non-alcoholic beverages.]

Coors [added: Brewing Company] was incorporated in June 1913 under the laws of the state of Colorado.

In October 2003, Coors [added: Brewing Company] merged with and into Adolph Coors Company, a Delaware corporation.

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

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

No single customer accounted for more than 10% of our consolidated net sales [removed: in 2022, 2021] [added: for the years ended December 31, 2023, 2022] or [removed: 2020.][added: 2021.]

Our Americas segment consists of the production, [removed: marketing] [added: importing, marketing, distribution] and sales of our brands [removed: and] [added: as well as] other owned and licensed brands in the U.S., Canada and various countries in the Caribbean, Latin and South America.

We are North America's oldest beer company and [added: the] second largest brewer by volume in North America, representing approximately [removed: 20%] [added: 23%] of the total [removed: 2022] [added: 2023] North America beer market, which is the largest region of our Americas segment.

The Americas segment also includes [removed: a] partnership [removed: arrangement related to] [added: arrangements with Brewers' Retail Inc. ("BRI") for] the distribution of beer in Ontario, Canada, [removed: Brewers' Retail Inc. ("BRI"),] and [added: Brewers' Distributor Ltd. ("BDL") for the distribution of beer] in the western provinces of [removed: Canada, Brewers' Distributor Ltd. ("BDL").][added: Canada.]

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

We have agreements to brew, package and ship products for Pabst Brewing Company, LLC [removed: ("Pabst") and] [added: ("Pabst"),] The Yuengling Company [removed: ("TYC"),] [added: ("TYC") in the U.S.] and an agreement with Labatt USA Operating Co, LLC to brew and package certain Labatt brands [added: in Canada] for export.

The EMEA&APAC segment consists of [removed: our] [added: the] production, marketing and sales of our primary brands as well as other owned and licensed brands in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia [removed: Pacific.][added: Pacific regions.]

We currently operate eleven primary breweries, [removed: six] [added: four] craft breweries and one cidery.

Our EMEA&APAC segment is Europe's second largest brewer by volume, on a combined basis, within the countries in which we operate, with an approximate aggregate 18% market share (excluding factored [removed: products)] [added: products which are beverage brands owned by other companies but sold and delivered to retail by us)] in [removed: 2022.][added: 2023.]

The majority of our EMEA&APAC segment sales are in the U.K., Croatia, Czech Republic and Romania with the U.K. representing over 55% of the segment's net sales in [removed: 2022.][added: 2023.]

Our portfolio includes beers that have the largest share in their respective countries, such as *Carling* in the U.K., [removed: *Ozujsko*] [added: *Ožujsko*] in Croatia and *Niksicko* in Montenegro.

We have beers that rank in the top [removed: two] [added: five] in market share in their respective segments throughout the region, such as [added: *Staropramen* in the Czech Republic,] *Bergenbier* in Romania, *Jelen* in [removed: Serbia and] [added: Serbia,] *Borsodi* in [removed: Hungary*.* Additionally, we sell *Staropramen*] [added: Hungary] and [removed: *Miller Genuine Draft*] [added: *Kamenitza*] in [removed: various countries.][added: Bulgaria.]

Our EMEA&APAC segment includes the sale of factored [removed: brand sales (beverage] brands [removed: owned by other companies but sold] and [removed: delivered to retail by us) and] our consolidated joint venture arrangement for the production and distribution of *Cobra* brands in the U.K.

We have certain activity that is not allocated to our segments, and primarily includes financing-related costs such as interest expense and income, foreign exchange gains and losses on intercompany [removed: balances] [added: balances, realized and unrealized changes in fair value on instruments not designated in hedging relationships] related to financing and other treasury-related [removed: activities,] [added: activities] and the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides.

Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating [removed: segment,] [added: segment] and all other components remain unallocated.

The brewing industry has significantly evolved over the years to become an increasingly global [added: and complex market as the consolidation of brewers globally has resulted in a small number of large global brewers representing the majority of the worldwide] beer market.

In addition to the consolidation [added: of brewers] and the acquisitive nature of the industry, exports, licensing and partnership arrangements [removed: continued] [added: continue] to be used and these transactions typically [removed: occurred] [added: occur] between the same global competitors that make up the majority of the market.

In addition, [removed: changing consumer trends are pushing] [added: consumers continue to push] the industry toward above premium products, including flavored [removed: malt] beverages, imports and beyond beer altogether.

As the beer industry continues its [removed: evolution of consolidation and] diversification of its products to meet consumer demand with broadening preferences, we believe large global brewers are uniquely positioned to leverage the scale, depth of product portfolio and industry knowledge to continue to lead the market forward.

We believe we are well positioned to compete in this continually evolving market, particularly in beer, [removed: hard seltzer] [added: flavor] and beyond.

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

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

For example, our Above Premium classification includes brands that are sold at a price point higher than the market [added: 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 [removed: 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.][added: terminology.]

Above Premium Brands *\- Aspall Cider, Blue Moon, Coors Original, [removed: Hop] [added: Five Trail,* *Hop] Valley* brands*, [removed: Leinenkugel's,] [added: Leinenkugel's* brands*, Madri,] Miller Genuine Draft, Molson Ultra*, *Sharp's, Staropramen, Vizzy Hard Seltzer*

Premium *\- Bergenbier, Borsodi, Carling, Coors Banquet, Coors Light, Jelen, Kamenitza, Miller Lite, Molson [removed: Canadian Lager, Molson Dry, Molson Export,] [added: Canadian* brands*,] Niksicko, [removed: Ozujsko*][added: Ožujsko*]

Our partner brands are licensed through various agreements with third parties, such as license, distribution, partnership and joint venture [removed: agreements.][added: agreements and include:]

*Arnold Palmer Spiked, Beck's, [added: Blue Run, Cobra, Corona Extra,] Heineken, Lowenbrau, [removed: Madri,] Peroni Nastro Azurro, Pilsner Urquell, Redd's* brands*, Simply Spiked, Sol, Stella Artois, Topo Chico Hard Seltzer, [removed: Zoa*][added: ZOA*]

Sales of [removed: wine and] spirits have grown faster than sales of beer in recent years, driven by, among other things, increased spirits advertising, a narrowing price gap with [removed: wine and] spirits and [removed: increased wine and spirits sales execution.][added: the growth of spirits-based ready to drink products.]

In addition, consumer preferences have continued to shift within the industry to above premium products, with volume growth in recent years seen in flavored malt [removed: beverages (including hard seltzers),] [added: beverages,] imports and super premium portfolios.

We believe [removed: growing] [added: accelerating our growth and increasing] or [removed: even] maintaining our market share will require [removed: building] [added: us to build] on the strength of our core [added: power] brands, [removed: premiumizing] [added: aggressively premiumize] our portfolio and [removed: continuing to increase our presence] [added: scale and expand] in the fast-growing areas of the industry and beyond the beer aisle.

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

Our primary founders, the Molson, Coors and Miller families date back to over two centuries ago.

In 2008, Molson Coors Brewing Company and the former SABMiller plc formed the MillerCoors joint venture that combined their respective operations in the U.S. and Puerto Rico.

In 2016, we acquired 100% of the outstanding equity and voting interests of MillerCoors, from SABMiller plc.

In October 2023, we announced our Acceleration Plan, building off the successes achieved under the Revitalization Plan.

The Acceleration Plan focuses on the execution of the following principal strategies: consistently grow our core power brand net sales, aggressively premiumize our portfolio, scale and expand in beyond beer, invest in our capabilities and support our people, communities and planet.

Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America.

We also have authorizations from The Coca-Cola Company that grant us the right to produce, market, sell and distribute *Topo Chico Hard Seltzer* and *Simply Spiked* branded products in the U.S. and Canada, and *Peace Hard Tea* branded products in the U.S.

The agreement with Pabst ends on December 31, 2024 and is expected to wind down through that time period.

Additionally, we sell *Staropramen, Coors*, *Madri* and *Miller Genuine Draft* in various countries.

While the market is dominated by a small number of large global brewers, smaller local brewers continue to inhabit the market as consumers place value on locally-produced, regionally-sourced products from time to time.

Consumer trends and preferences continue to evolve.

During 2023, in the U.S., we saw a shift in consumer purchasing behavior largely within the premium segment that drove an increase in our core power brands' net sales.

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.

No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, 2023, 2022 or 2021.

Transportation costs for shipping product throughout our network is related to contracted freight carriers or, if needed, through the spot bidding freight market.

In the Americas, we have taken steps to diversify transportation modes to reduce the impact of truck market volatility including shipping via railcar and intermodal shipping containers.

A more normalized level of STR volume from the on-premise channel, as observed during the year ended December 31, 2019 consisted of approximately 16% in the U.S. and Canada and approximately 61% in the U.K.

Excise taxes remitted to tax authorities are government-imposed excise taxes on beer.

Excise taxes on beer are shown in a separate line item in the consolidated statements of operations as a reduction of sales.

The theme for the 2023 Month of Inclusion focused on Belonging and included a variety of presentations, discussions and external speakers.

In 2022, we launched our 12th ERG, Disabilities United, to increase inclusion and awareness of visible and invisible disabilities and caretakers of members of the disabled community.

Key topics for the DEI Councils have included pay equity, inclusive hiring, external partnerships, representation goals and building DEI into our brands.

As part of the experience, employees are guided through various spaces to build their awareness and understanding of the lived experience of certain diverse groups and communities.

In 2023, we launched an "In Canada, For Canada" Empathy Experience based in Toronto.

- Health & Safety - Our commitment to Health & Safety is focused on preventing workplace incidents and building a strong behavior-based safety culture across our entire workforce through training, our World Class Supply Chain operating system, and our values-based leadership development approach.

At Molson Coors, First Choice Learning serves as the global home for development resources to support the unique needs of our employees around the world.

In 2023, we continued to invest in targeted development programs, including one aimed to accelerate the readiness of high potential employees to move into roles of greater scope and complexity.

These programs include a blend of classroom training, coaching and mentoring and experiential action learning projects.

As further detailed in the annual Our Imprint Report, we have several key Planet focus areas:

- Reduce greenhouse gas ("GHG") emissions – Against our 2016 baseline, our goal is to reduce Scope 1 & 2 GHG emissions by 50% for 2025 and 65% for 2030 along with a 40% reduction in Scope 3 emissions for 2030 and to achieve net zero emissions (Scope 1, 2 & 3) by at least 2050.

- Improve water resilience – We targeted an overall 22% improvement (versus 2016 baseline) in the water-to-product ratio of our breweries producing more than 150,000 hectoliters annually, and we collaborate with key partners on watershed management programs to improve the health of the Trinity River Basin watershed in Texas (home of our Fort Worth brewery) and the Upper South Platte River watershed in Colorado (home of our Golden brewery), collectively restoring more than three billion gallons of water to these watersheds since 2014.

- Responsibly manage packaging and waste – We aim to use widely recyclable packaging materials such as aluminum cans, glass bottles and fiberboard cartons, and we are working to eliminate polyethylene terephthalate ("PET") bottles and single-use plastic rings for our beer brands in the U.S., Canada and the U.K. while our Central & Eastern European operations are on pace to ensuring the PET bottles in those markets contain at least 25% recycled content by 2025 and 30% by 2030.

By weight, approximately 4.3% of our packaging was plastic as of December 31, 2022.

- Implement more sustainable agricultural practices – We work closely with our barley farmers to test and learn with different growing practices across multiple regions and collect a broad range of data including water consumption.

Against our 2016 baseline, by 2025, our goal is to produce annual barley crop with 10% less water per ton yielded.

Molson and Coors were founded in 1786 and 1873, respectively.

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

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

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

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

The revitalization plan is intended to drive sustainable net sales and earnings growth and could 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.

distribute and sell certain Heineken products in Canada.

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

The industry was previously founded on local presence with modest international expansion achieved through export, license and partnership arrangements.

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

There was also a period of time about five to ten years ago when smaller local brewers within certain established markets experienced accelerated growth as consumers increasingly placed value on locally-produced, regionally-sourced products.

In recent years, the hard seltzer market emerged and experienced significant growth, particularly in the U.S. Although the significant growth has slowed as the market has matured, we believe the hard seltzer market will continue to be of importance to consumers especially in the Americas.

Further, our modern and growing portfolio expands beyond the beer aisle as well.

average.

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

In recent years, in response to trends seen within the transportation industry, we 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

Over the last few years, throughout the EMEA&APAC segment, the off-premise channel has become increasingly concentrated among a small number of super-store chains.

The following table reflects the on-premise MCBC channel trends over the last four years in the largest regions of our Americas segment, the U.S. and 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.

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

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

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

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| 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.

As we continue to recover from the coronavirus pandemic, any governmental or societal impositions of restrictions on public gatherings, including any vaccine mandates or testing requirements, especially if prolonged in nature will continue to impact on-premise traffic and, in turn, our business.

See Part II.

Item 7.

Management's Discussion and Analysis, ["Items](#i5bcb7c35bf0d4857b2d0095015042385_52)

[Affecting Reported Results"](#i5bcb7c35bf0d4857b2d0095015042385_52) & ["Segment Results of Operations—Americas"](#i5bcb7c35bf0d4857b2d0095015042385_58), for further details.

In recent years, we have seen a shift to aluminum cans from glass bottles, and this trend accelerated during the year ended December 31, 2020 as a result of the on-premise channel closing at various degrees across our geographies due to the coronavirus pandemic.

The returnable bottle requires significant investment behind our returnable bottle inventory and bottling equipment.

Coronavirus Global Pandemic

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

In 2021, we saw 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 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.

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

For information regarding litigation, other disputes and environmental and regulatory proceedings see [Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and [removed: Contingencies."](#i5bcb7c35bf0d4857b2d0095015042385_172)][added: Contingencies."](#i449ac7aa47ab4fc0816446f981ee359b_154)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

P.O. Box 4030, [removed: NH353,] [added: BC555,] Golden, Colorado, USA

| 1.25% Senior Notes due 2024 | | | | | | TAP [added: 24] | | | | | | New York Stock Exchange | | |

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 [added: 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: 2022,] [added: 2023,] was approximately [removed: $9.9] [added: $12.0] 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: 2022,] [added: 2023,] 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: 14, 2023.][added: 13, 2024.]

Class A Common [removed: Stock—2,562,506] [added: Stock—2,563,034] shares

Class B Common [removed: Stock—200,027,358] [added: Stock—198,001,985] shares

As of February [removed: 14, 2023,] [added: 13, 2024,] the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

Class A Exchangeable [removed: Shares—2,717,367] [added: Shares—2,678,963] shares

Class B Exchangeable [removed: Shares—10,983,834] [added: Shares—9,362,866] shares

Documents Incorporated by Reference: Portions of the registrant's definitive proxy statement for the registrant's [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] are incorporated by reference under Part III of this Annual Report on Form 10-K.

| [Glossary of Terms and [removed: Abbreviations](#i5bcb7c35bf0d4857b2d0095015042385_10)] [added: Abbreviations](#i449ac7aa47ab4fc0816446f981ee359b_10)] | | | | | | | | | [removed: [2](#i5bcb7c35bf0d4857b2d0095015042385_10)] [added: [2](#i449ac7aa47ab4fc0816446f981ee359b_10)] | | |

| [Cautionary [removed: Statement](#i5bcb7c35bf0d4857b2d0095015042385_13)] [added: Statement](#i449ac7aa47ab4fc0816446f981ee359b_13)] | | | | | | | | | [removed: [3](#i5bcb7c35bf0d4857b2d0095015042385_13)] [added: [3](#i449ac7aa47ab4fc0816446f981ee359b_13)] | | |

| [Risk Factors [removed: Summary](#i5bcb7c35bf0d4857b2d0095015042385_16)] [added: Summary](#i449ac7aa47ab4fc0816446f981ee359b_16)] | | | | | | | | | [removed: [3](#i5bcb7c35bf0d4857b2d0095015042385_16)] [added: [3](#i449ac7aa47ab4fc0816446f981ee359b_16)] | | |

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| [Item [removed: 1A.](#i5bcb7c35bf0d4857b2d0095015042385_25)] [added: 1A.](#i449ac7aa47ab4fc0816446f981ee359b_25)] | | | | | | [Risk [removed: Factors](#i5bcb7c35bf0d4857b2d0095015042385_25)] [added: Factors](#i449ac7aa47ab4fc0816446f981ee359b_25)] | | | [removed: [14](#i5bcb7c35bf0d4857b2d0095015042385_25)] [added: [14](#i449ac7aa47ab4fc0816446f981ee359b_25)] | | |

| [Item [removed: 1B.](#i5bcb7c35bf0d4857b2d0095015042385_28)] [added: 1B.](#i449ac7aa47ab4fc0816446f981ee359b_28)] | | | | | | [Unresolved Staff [removed: Comments](#i5bcb7c35bf0d4857b2d0095015042385_28)] [added: Comments](#i449ac7aa47ab4fc0816446f981ee359b_28)] | | | [removed: [32](#i5bcb7c35bf0d4857b2d0095015042385_28)] [added: [30](#i449ac7aa47ab4fc0816446f981ee359b_28)] | | |

| [Item [removed: 2.](#i5bcb7c35bf0d4857b2d0095015042385_31)] [added: 2.](#i449ac7aa47ab4fc0816446f981ee359b_31)] | | | | | | [removed: [Properties](#i5bcb7c35bf0d4857b2d0095015042385_31)] [added: [Properties](#i449ac7aa47ab4fc0816446f981ee359b_31)] | | | [removed: [33](#i5bcb7c35bf0d4857b2d0095015042385_31)] [added: [32](#i449ac7aa47ab4fc0816446f981ee359b_31)] | | |

| [Item [removed: 3.](#i5bcb7c35bf0d4857b2d0095015042385_34)] [added: 3.](#i449ac7aa47ab4fc0816446f981ee359b_34)] | | | | | | [Legal [removed: Proceedings](#i5bcb7c35bf0d4857b2d0095015042385_34)] [added: Proceedings](#i449ac7aa47ab4fc0816446f981ee359b_34)] | | | [removed: [34](#i5bcb7c35bf0d4857b2d0095015042385_34)] [added: [33](#i449ac7aa47ab4fc0816446f981ee359b_34)] | | |

| [Item [removed: 4.](#i5bcb7c35bf0d4857b2d0095015042385_37)] [added: 4.](#i449ac7aa47ab4fc0816446f981ee359b_37)] | | | | | | [Mine Safety [removed: Disclosures](#i5bcb7c35bf0d4857b2d0095015042385_37)] [added: Disclosures](#i449ac7aa47ab4fc0816446f981ee359b_37)] | | | [removed: [34](#i5bcb7c35bf0d4857b2d0095015042385_37)] [added: [33](#i449ac7aa47ab4fc0816446f981ee359b_37)] | | |

| [PART [removed: II.](#i5bcb7c35bf0d4857b2d0095015042385_40)] [added: II.](#i449ac7aa47ab4fc0816446f981ee359b_40)] | | | | | | | | | | | |

| [Item [removed: 5.](#i5bcb7c35bf0d4857b2d0095015042385_43)] [added: 5.](#i449ac7aa47ab4fc0816446f981ee359b_43)] | | | | | | [Market for Registrant's Common [removed: Equity,] [added: Equity](#i449ac7aa47ab4fc0816446f981ee359b_43),] Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5bcb7c35bf0d4857b2d0095015042385_43)] [added: Securities] | | | [removed: [34](#i5bcb7c35bf0d4857b2d0095015042385_43)] [added: [33](#i449ac7aa47ab4fc0816446f981ee359b_43)] | | |

| [Item [removed: 6.](#i5bcb7c35bf0d4857b2d0095015042385_46)] [added: 6.](#i449ac7aa47ab4fc0816446f981ee359b_46)] | | | | | | [removed: [\[Reserved\]](#i5bcb7c35bf0d4857b2d0095015042385_46)] [added: [\[Reserved\]](#i449ac7aa47ab4fc0816446f981ee359b_46)] | | | [removed: [36](#i5bcb7c35bf0d4857b2d0095015042385_46)] [added: [35](#i449ac7aa47ab4fc0816446f981ee359b_46)] | | |

| [Item [removed: 7.](#i5bcb7c35bf0d4857b2d0095015042385_49)] [added: 7.](#i449ac7aa47ab4fc0816446f981ee359b_49)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5bcb7c35bf0d4857b2d0095015042385_49)] [added: Operations](#i449ac7aa47ab4fc0816446f981ee359b_49)] | | | [removed: [36](#i5bcb7c35bf0d4857b2d0095015042385_49)] [added: [35](#i449ac7aa47ab4fc0816446f981ee359b_49)] | | |

| [Item [removed: 7A.](#i5bcb7c35bf0d4857b2d0095015042385_88)] [added: 7A.](#i449ac7aa47ab4fc0816446f981ee359b_85)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5bcb7c35bf0d4857b2d0095015042385_88)] [added: Risk](#i449ac7aa47ab4fc0816446f981ee359b_85)] | | | [removed: [55](#i5bcb7c35bf0d4857b2d0095015042385_88)] [added: [52](#i449ac7aa47ab4fc0816446f981ee359b_85)] | | |

| [Item [removed: 8.](#i5bcb7c35bf0d4857b2d0095015042385_91)] [added: 8.](#i449ac7aa47ab4fc0816446f981ee359b_88)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i5bcb7c35bf0d4857b2d0095015042385_91)] [added: Data](#i449ac7aa47ab4fc0816446f981ee359b_88)] | | | [removed: [57](#i5bcb7c35bf0d4857b2d0095015042385_91)] [added: [55](#i449ac7aa47ab4fc0816446f981ee359b_88)] | | |

| [Item [removed: 9.](#i5bcb7c35bf0d4857b2d0095015042385_178)] [added: 9.](#i449ac7aa47ab4fc0816446f981ee359b_175)] | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5bcb7c35bf0d4857b2d0095015042385_178)] [added: Disclosure](#i449ac7aa47ab4fc0816446f981ee359b_175)] | | | [removed: [119](#i5bcb7c35bf0d4857b2d0095015042385_178)] [added: [118](#i449ac7aa47ab4fc0816446f981ee359b_175)] | | |

| [Item [removed: 9A.](#i5bcb7c35bf0d4857b2d0095015042385_181)] [added: 9A.](#i449ac7aa47ab4fc0816446f981ee359b_178)] | | | | | | [Controls and [removed: Procedures](#i5bcb7c35bf0d4857b2d0095015042385_181)] [added: Procedures](#i449ac7aa47ab4fc0816446f981ee359b_178)] | | | [removed: [119](#i5bcb7c35bf0d4857b2d0095015042385_181)] [added: [118](#i449ac7aa47ab4fc0816446f981ee359b_178)] | | |

| [Item [removed: 9B.](#i5bcb7c35bf0d4857b2d0095015042385_184)] [added: 9B.](#i449ac7aa47ab4fc0816446f981ee359b_181)] | | | | | | [Other [removed: Information](#i5bcb7c35bf0d4857b2d0095015042385_184)] [added: Information](#i449ac7aa47ab4fc0816446f981ee359b_181)] | | | [removed: [120](#i5bcb7c35bf0d4857b2d0095015042385_184)] [added: [119](#i449ac7aa47ab4fc0816446f981ee359b_181)] | | |

| [Item [removed: 9C.](#i5bcb7c35bf0d4857b2d0095015042385_187)] [added: 9C.](#i449ac7aa47ab4fc0816446f981ee359b_184)] | | | | | | [Disclosures Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i5bcb7c35bf0d4857b2d0095015042385_187)] [added: Inspection](#i449ac7aa47ab4fc0816446f981ee359b_184)] | | | [removed: [120](#i5bcb7c35bf0d4857b2d0095015042385_187)] [added: [119](#i449ac7aa47ab4fc0816446f981ee359b_184)] | | |

| [Item [removed: 10.](#i5bcb7c35bf0d4857b2d0095015042385_193)] [added: 10.](#i449ac7aa47ab4fc0816446f981ee359b_190)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5bcb7c35bf0d4857b2d0095015042385_193)] [added: Governance](#i449ac7aa47ab4fc0816446f981ee359b_190)] | | | [removed: [120](#i5bcb7c35bf0d4857b2d0095015042385_193)] [added: [119](#i449ac7aa47ab4fc0816446f981ee359b_190)] | | |

| [Item [removed: 11.](#i5bcb7c35bf0d4857b2d0095015042385_196)] [added: 11.](#i449ac7aa47ab4fc0816446f981ee359b_193)] | | | | | | [Executive [removed: Compensation](#i5bcb7c35bf0d4857b2d0095015042385_196)] [added: Compensation](#i449ac7aa47ab4fc0816446f981ee359b_193)] | | | [removed: [120](#i5bcb7c35bf0d4857b2d0095015042385_196)] [added: [119](#i449ac7aa47ab4fc0816446f981ee359b_193)] | | |

| [Item [removed: 12.](#i5bcb7c35bf0d4857b2d0095015042385_199)] [added: 12.](#i449ac7aa47ab4fc0816446f981ee359b_196)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5bcb7c35bf0d4857b2d0095015042385_199)] [added: Matters](#i449ac7aa47ab4fc0816446f981ee359b_196)] | | | [removed: [120](#i5bcb7c35bf0d4857b2d0095015042385_199)] [added: [119](#i449ac7aa47ab4fc0816446f981ee359b_196)] | | |

| [Item [removed: 13.](#i5bcb7c35bf0d4857b2d0095015042385_202)] [added: 13.](#i449ac7aa47ab4fc0816446f981ee359b_199)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5bcb7c35bf0d4857b2d0095015042385_202)] [added: Independence](#i449ac7aa47ab4fc0816446f981ee359b_199)] | | | [removed: [121](#i5bcb7c35bf0d4857b2d0095015042385_202)] [added: [120](#i449ac7aa47ab4fc0816446f981ee359b_199)] | | |

| [Item [removed: 14.](#i5bcb7c35bf0d4857b2d0095015042385_205)] [added: 14.](#i449ac7aa47ab4fc0816446f981ee359b_202)] | | | | | | [Principal [removed: Account](#i5bcb7c35bf0d4857b2d0095015042385_205)[ant](#i5bcb7c35bf0d4857b2d0095015042385_205)] [added: Account](#i449ac7aa47ab4fc0816446f981ee359b_202)[ant](#i449ac7aa47ab4fc0816446f981ee359b_202)] [Fees and [removed: Services](#i5bcb7c35bf0d4857b2d0095015042385_205)] [added: Services](#i449ac7aa47ab4fc0816446f981ee359b_202)] | | | [removed: [121](#i5bcb7c35bf0d4857b2d0095015042385_205)] [added: [120](#i449ac7aa47ab4fc0816446f981ee359b_202)] | | |

| [Item [removed: 15.](#i5bcb7c35bf0d4857b2d0095015042385_211)] [added: 15.](#i449ac7aa47ab4fc0816446f981ee359b_208)] | | | | | | [removed: [Exhibits, Financial Statement Schedules](#i5bcb7c35bf0d4857b2d0095015042385_211)] [added: [Exhibits](#i449ac7aa47ab4fc0816446f981ee359b_208) [and Financial](#i449ac7aa47ab4fc0816446f981ee359b_208) [Statement Schedules](#i449ac7aa47ab4fc0816446f981ee359b_208)] | | | [removed: [121](#i5bcb7c35bf0d4857b2d0095015042385_211)] [added: [120](#i449ac7aa47ab4fc0816446f981ee359b_208)] | | |

| [Item [removed: 16.](#i5bcb7c35bf0d4857b2d0095015042385_217)] [added: 16.](#i449ac7aa47ab4fc0816446f981ee359b_214)] | | | | | | Form 10-K [removed: [Summary](#i5bcb7c35bf0d4857b2d0095015042385_217)] [added: [Summary](#i449ac7aa47ab4fc0816446f981ee359b_214)] | | | [removed: [127](#i5bcb7c35bf0d4857b2d0095015042385_217)] [added: [126](#i449ac7aa47ab4fc0816446f981ee359b_214)] | | |

| [PART I.](#i449ac7aa47ab4fc0816446f981ee359b_19) | | | | | | | | | | | |

| [Item](#i449ac7aa47ab4fc0816446f981ee359b_1734) [1](#i449ac7aa47ab4fc0816446f981ee359b_1734)[C.](#i449ac7aa47ab4fc0816446f981ee359b_1734) | | | | | | [Cybersecurity](#i449ac7aa47ab4fc0816446f981ee359b_1734) | | | [30](#i449ac7aa47ab4fc0816446f981ee359b_1734) | | |

| [PART III.](#i449ac7aa47ab4fc0816446f981ee359b_187) | | | | | | | | | | | |

| [PART IV.](#i449ac7aa47ab4fc0816446f981ee359b_205) | | | | | | | | | | | |

| [Signatures](#i449ac7aa47ab4fc0816446f981ee359b_217) | | | | | | | | | [126](#i449ac7aa47ab4fc0816446f981ee359b_217) | | |

| CAD Prime | | | The base interest rate utilized by Canadian commercial banks | | |

| EURIBOR | | | Euro Interbank Offered Rate | | |

| GBP Base Rate | | | The base interest rate set by the Bank of England | | |

| RON | | | Romanian leu | | |

| SOFR | | | Secured Overnight Financing Rate | | |

| SONIA | | | Sterling Overnight Index Average | | |

| USD Prime | | | The base interest rate utilized by U.S. commercial banks | | |

- artificial intelligence and machine learning risks and challenges;

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.

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

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

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

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

| HRK | | | Croatian Kuna | | |

| JPY | | | Japanese Yen | | |

| STRs | | | Sales-to-retailers | | |

- impacts related to the coronavirus pandemic;

- risks our Americas business joint venture face in the Canadian cannabis industry;

Our cybersecurity program is managed by a dedicated Global Chief Information Officer whose team, including the head of Information Technology Security, is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes.

Our Global Chief Information Officer has over 35 years of relevant industry experience, including over 29 years at our Company.

Our Senior Director of Information Security functions as our Chief Information Security Officer and has over 20 years of relevant industry experience.

Further, team members who support our cybersecurity program have relevant educational and industry experience through various roles involving information technology, security, auditing, compliance, systems and programming, as well as cybersecurity certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager.

Our Board, Audit Committee and senior management receive periodic briefings from the Global Chief Information Officer and the Senior Director of Information Security, concerning cybersecurity, information security and technology risks, and our related risk mitigation programs.

In general, the Board is responsible for overseeing our enterprise risk management program ("ERM Program").

The ERM Program is a proactive and ongoing process led by our legal and risk professionals and senior management, to identify, assess and manage risks and to build out and track mitigation and reduction efforts.

The Board has tasked the Audit Committee with overseeing, reviewing and discussing with management, the internal audit team and the independent auditors, our ERM Program, policies and procedures with respect to, among other things, the assessment and management of risks related to our cybersecurity and information security and the steps management has taken to monitor and control such risks.

The Audit Committee is also responsible for overseeing risks related to our cybersecurity, technology and information security programs and reviewing emerging cybersecurity, technology and information security developments and threats and our strategy to mitigate such risks.

The Audit Committee provides another level of cybersecurity oversight through engagements at each Audit Committee meeting with senior management, including our Global Chief Information Officer and the Senior Director of Information Security.

These reports include updates on our cybersecurity risks, threats, and incidents; our efforts to monitor, prevent, detect, mitigate and remediate the same; regulatory updates; the status of our cybersecurity projects, programs, and assessments; and periodic updates on our cybersecurity staffing and related matters.

The Audit Committee regularly reports to the Board regarding these matters.

We engage in the ERM Program process semi-annually, which addresses, among other matters, emerging cybersecurity threats and models our exposure to the threat landscape against the overall strategic objectives of our Company.

We regularly engage cybersecurity industry experts to assess, audit and consult on our cybersecurity practices.

Further, we engage Managed Security Service Providers to monitor our information technology ("IT") environment, help identify attacks, forensically investigate and remediate breaches, and assess and test our IT system security.

We also operate a cyber controls assessment program to monitor our internal program in between external assessments.

We have also implemented a cybersecurity awareness training program to facilitate initial and continuing education for employees on cybersecurity and related matters.

Regular reviews are conducted to assess our information security programs and practices, including incident management, service continuity, information security compliance programs and related achievements.

In addition, we operate a third-party cyber risk management capability which monitors the exposure of significant IT suppliers, significant software as a service suppliers and major vendors with access to our IT systems.

We also monitor for significant changes in our cybersecurity risk posture and attempt to remediate the risk through collaboration with that partner.

We also monitor for known breaches of the IT supplier landscape.

As previously disclosed, 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.

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

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

See also [Part I—Item 1A Risk Factors](#i449ac7aa47ab4fc0816446f981ee359b_25) for the following risk: Cybersecurity incidents impacting our information systems, and violations of data privacy laws and regulations could disrupt our business operations and adversely impact our reputation and results of operations.

As of February [removed: 21, 2023,] [added: 20, 2024,] our major facilities were owned (unless otherwise indicated) and are as follows:

| | | | | | | Montréal, [removed: Québec] [added: Québec(1)] | | | | | | Corporate principal executive office and Americas segment administrative office | | |

(1)We lease [removed: the] office space for our Americas segment operational headquarters in Chicago, [removed: Illinois as well as the office space for] [added: Illinois,] our global business services center in Bucharest, [removed: Romania.][added: Romania as well as our corporate principal executive office and Americas segment administrative office in Montréal, Québec.]

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

(3)The Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively accounted for approximately [removed: 86%] [added: 78%] of our Americas segment production for the year ended December 31, [removed: 2022.][added: 2023.]

(5)The Burton-on-Trent, Prague, Ploiesti, Apatin and Zagreb breweries collectively accounted for approximately [removed: 73%] [added: 74%] of our EMEA&APAC segment production for the year ended December 31, [removed: 2022.][added: 2023.]

In addition to the properties listed above, we have smaller capacity facilities, including craft [removed: breweries and cideries,] [added: breweries,] in each of our segments.

[removed: In 2022,] [added: During the year ended December 31, 2023,] our operating facilities were not capacity constrained.

Additionally, our Truss joint venture in Canada subleased its production facility in Belleville, Ontario from our joint venture partner, 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.

The approximate number of record security holders by class of stock at February [removed: 14, 2023,] [added: 13, 2024,] is as follows:

| Class B common stock, $0.01 par value | | | | | | [removed: 2,909] [added: 2,880] | | |

| Class A exchangeable shares, no par value | | | | | | [removed: 204] [added: 205] | | |

| Class B exchangeable shares, no par value | | | | | | [removed: 2,237] [added: 2,214] | | |

The graph assumes $100 was invested on December 31, [removed: 2017,] [added: 2018,] in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends.

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

A quarterly dividend of $0.34 per share was paid during the third and fourth quarters of [removed: 2021,] [added: 2021 following the reinstatement of the quarterly dividend on July 15, 2021 by the Board after the quarterly dividend's suspension as a result of the coronavirus pandemic,] for a total of $0.68 per share or a CAD equivalent of CAD 0.84 per share.

Issuer [removed: Purchase] [added: Purchases] 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, [removed: 2022:][added: 2023:]

The number, price, structure and timing of the [removed: repurchases,] [added: repurchases under the program,] 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 [removed: market] [added: market, in structured transactions,] or in privately negotiated transactions.

The repurchase authorization does not oblige us to acquire any particular amount of our [added: Company's] Class B common stock.

| Molson Coors | | | $ | 100.00 | | | | | $ | 99.54 | | | | | $ | 84.45 | | | | | $ | 87.89 | | | | | $ | 100.54 | | | | | $ | 127.91 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 131.48 | | | | | $ | 155.66 | | | | | $ | 200.30 | | | | | $ | 163.99 | | | | | $ | 207.87 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 128.10 | | | | | $ | 110.93 | | | | | $ | 113.47 | | | | | $ | 113.80 | | | | | $ | 121.72 | |

A quarterly dividend of $0.41 per share was declared and paid to eligible shareholders of record on the respective record dates throughout 2023 for a total of $1.64 per share or a CAD equivalent of CAD 2.19 per share.

| October 1, 2023 through October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,000,000,000 | |

| November 1, 2023 through November 30, 2023 | | | | | | 1,371,697 | | | | | | $ | 59.29 | | | | | 1,371,697 | | | | | | $ | 1,918,670,260 | |

| December 1, 2023 through December 31, 2023 | | | | | | 1,102,997 | | | | | | $ | 62.30 | | | | | 1,102,997 | | | | | | $ | 1,849,958,156 | |

| Total | | | | | | 2,474,694 | | | | | | $ | 60.63 | | | | | 2,474,694 | | | | | | $ | 1,849,958,156 | |

(1)On September 29, 2023, the Board approved a share repurchase program to repurchase up to an aggregate of $2.0 billion of our Company's Class B common stock, excluding brokerage commissions and excise taxes, with an expected program term of five years.

| 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 | |

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.

| 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.

| [Management's [removed: Report](#i5bcb7c35bf0d4857b2d0095015042385_94)] [added: Report](#i449ac7aa47ab4fc0816446f981ee359b_91)] | | | [removed: [58](#i5bcb7c35bf0d4857b2d0095015042385_94)] [added: [56](#i449ac7aa47ab4fc0816446f981ee359b_91)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i5bcb7c35bf0d4857b2d0095015042385_97) 238[)](#i5bcb7c35bf0d4857b2d0095015042385_97)] [added: ID](#i449ac7aa47ab4fc0816446f981ee359b_94) 238[)](#i449ac7aa47ab4fc0816446f981ee359b_94)] | | | [removed: [59](#i5bcb7c35bf0d4857b2d0095015042385_97)] [added: [57](#i449ac7aa47ab4fc0816446f981ee359b_94)] | | |

| [Consolidated Statements of [removed: Operations](#i5bcb7c35bf0d4857b2d0095015042385_100)] [added: Operations](#i449ac7aa47ab4fc0816446f981ee359b_97)] | | | [removed: [61](#i5bcb7c35bf0d4857b2d0095015042385_100)] [added: [60](#i449ac7aa47ab4fc0816446f981ee359b_97)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i5bcb7c35bf0d4857b2d0095015042385_103)] [added: (Loss)](#i449ac7aa47ab4fc0816446f981ee359b_100)] | | | [removed: [62](#i5bcb7c35bf0d4857b2d0095015042385_103)] [added: [61](#i449ac7aa47ab4fc0816446f981ee359b_100)] | | |

| [Consolidated Balance [removed: Sheets](#i5bcb7c35bf0d4857b2d0095015042385_106)] [added: Sheets](#i449ac7aa47ab4fc0816446f981ee359b_103)] | | | [removed: [63](#i5bcb7c35bf0d4857b2d0095015042385_106)] [added: [62](#i449ac7aa47ab4fc0816446f981ee359b_103)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5bcb7c35bf0d4857b2d0095015042385_109)] [added: Flows](#i449ac7aa47ab4fc0816446f981ee359b_106)] | | | [removed: [64](#i5bcb7c35bf0d4857b2d0095015042385_109)] [added: [63](#i449ac7aa47ab4fc0816446f981ee359b_106)] | | |

| [Consolidated Statements of Stockholders' Equity and Noncontrolling [removed: Interests](#i5bcb7c35bf0d4857b2d0095015042385_112)] [added: Interests](#i449ac7aa47ab4fc0816446f981ee359b_109)] | | | [removed: [65](#i5bcb7c35bf0d4857b2d0095015042385_112)] [added: [65](#i449ac7aa47ab4fc0816446f981ee359b_109)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5bcb7c35bf0d4857b2d0095015042385_115)] [added: Statements](#i449ac7aa47ab4fc0816446f981ee359b_112)] | | | [removed: [67](#i5bcb7c35bf0d4857b2d0095015042385_115)] [added: [67](#i449ac7aa47ab4fc0816446f981ee359b_112)] | | |

| [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i5bcb7c35bf0d4857b2d0095015042385_118)] [added: Policies"](#i449ac7aa47ab4fc0816446f981ee359b_115)] | | | [removed: [67](#i5bcb7c35bf0d4857b2d0095015042385_118)] [added: [67](#i449ac7aa47ab4fc0816446f981ee359b_115)] | | |

| [Note 2, "New Accounting [removed: Pronouncements"](#i5bcb7c35bf0d4857b2d0095015042385_121)] [added: Pronouncements"](#i449ac7aa47ab4fc0816446f981ee359b_118)] | | | [removed: [77](#i5bcb7c35bf0d4857b2d0095015042385_121)] [added: [77](#i449ac7aa47ab4fc0816446f981ee359b_118)] | | |

| [removed: [Note](#i5bcb7c35bf0d4857b2d0095015042385_145) [6](#i5bcb7c35bf0d4857b2d0095015042385_145)[,] [added: [Note 6,] "Goodwill and Intangible [removed: Assets"](#i5bcb7c35bf0d4857b2d0095015042385_145)] [added: Assets"](#i449ac7aa47ab4fc0816446f981ee359b_130)] | | | [removed: [81](#i5bcb7c35bf0d4857b2d0095015042385_145)] [added: [81](#i449ac7aa47ab4fc0816446f981ee359b_130)] | | |

| [removed: [Note](#i5bcb7c35bf0d4857b2d0095015042385_169) [7,] [added: [Note 7,] "Accounts Payable and Other Current [removed: Liabilities"](#i5bcb7c35bf0d4857b2d0095015042385_169)] [added: Liabilities"](#i449ac7aa47ab4fc0816446f981ee359b_133)] | | | [removed: [84](#i5bcb7c35bf0d4857b2d0095015042385_169)] [added: [84](#i449ac7aa47ab4fc0816446f981ee359b_133)] | | |

| [Note [removed: 1](#i5bcb7c35bf0d4857b2d0095015042385_166)[0](#i5bcb7c35bf0d4857b2d0095015042385_166)[,] [added: 10,] "Derivative Instruments and Hedging [removed: Activities"](#i5bcb7c35bf0d4857b2d0095015042385_166)] [added: Activities"](#i449ac7aa47ab4fc0816446f981ee359b_142)] | | | [removed: [88](#i5bcb7c35bf0d4857b2d0095015042385_166)] [added: [88](#i449ac7aa47ab4fc0816446f981ee359b_142)] | | |

| [Note [removed: 1](#i5bcb7c35bf0d4857b2d0095015042385_163)[1](#i5bcb7c35bf0d4857b2d0095015042385_163)[,] [added: 11,] "Employee Retirement Plans and Postretirement [removed: Benefits"](#i5bcb7c35bf0d4857b2d0095015042385_163)] [added: Benefits"](#i449ac7aa47ab4fc0816446f981ee359b_145)] | | | [removed: [94](#i5bcb7c35bf0d4857b2d0095015042385_163)] [added: [93](#i449ac7aa47ab4fc0816446f981ee359b_145)] | | |

| [removed: [Note 1](#i5bcb7c35bf0d4857b2d0095015042385_172)[3](#i5bcb7c35bf0d4857b2d0095015042385_172)[, "Commitments] [added: Commitments] and [removed: Contingencies"](#i5bcb7c35bf0d4857b2d0095015042385_172)] [added: contingencies ([Note 13](#i449ac7aa47ab4fc0816446f981ee359b_154))] | | | [removed: [106](#i5bcb7c35bf0d4857b2d0095015042385_172)] | | | [added: | | | | | |]

| [Note [removed: 1](#i5bcb7c35bf0d4857b2d0095015042385_160)[5](#i5bcb7c35bf0d4857b2d0095015042385_160)[,] [added: 15,] "Accumulated Other Comprehensive Income [removed: (Loss)"](#i5bcb7c35bf0d4857b2d0095015042385_160)] [added: (Loss)"](#i449ac7aa47ab4fc0816446f981ee359b_160)] | | | [removed: [111](#i5bcb7c35bf0d4857b2d0095015042385_160)] [added: [111](#i449ac7aa47ab4fc0816446f981ee359b_160)] | | |

| [Note [removed: 1](#i5bcb7c35bf0d4857b2d0095015042385_154)[6](#i5bcb7c35bf0d4857b2d0095015042385_154)[,] [added: 16,] "Share-Based [removed: Payments"](#i5bcb7c35bf0d4857b2d0095015042385_154)] [added: Payments"](#i449ac7aa47ab4fc0816446f981ee359b_163)] | | | [removed: [112](#i5bcb7c35bf0d4857b2d0095015042385_154)] [added: [112](#i449ac7aa47ab4fc0816446f981ee359b_163)] | | |

| [Note 17, "Other Operating Income (Expense), [removed: net"](#i5bcb7c35bf0d4857b2d0095015042385_136)] [added: net"](#i449ac7aa47ab4fc0816446f981ee359b_169)] | | | [removed: [115](#i5bcb7c35bf0d4857b2d0095015042385_136)] [added: [115](#i449ac7aa47ab4fc0816446f981ee359b_169)] | | |

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] the Company's internal control over financial reporting was effective.

The Audit Committee meets at least quarterly, either separately or jointly, with representatives of management, PricewaterhouseCoopers [removed: LLP,] [added: LLP] and internal auditors.

We have audited the accompanying consolidated balance sheets of Molson Coors Beverage Company and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] appearing under [removed: Item] [added: 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

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

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

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance related to the Americas reporting unit [added: was $5,325 million] as of December 31, [removed: 2022 is $5,292 million.][added: 2023.]

[removed: As a result of the annual impairment test, management] [added: Management] concluded that the [removed: carrying] [added: fair] value of the Americas reporting unit [removed: exceeded] [added: was in excess of] its [removed: fair] [added: carrying] value [removed: resulting in an] [added: and therefore no goodwill] impairment [removed: loss of $845 million.][added: charge was recorded.]

Fair value determinations require considerable judgment [removed: 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 [removed: the] [added: our] reporting unit may include the following, as disclosed by management, (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 income tax rates, environmental or other regulations, including interpretations thereof, terminal growth rate, market multiples and / or [removed: weighted] [added: weighted-] average cost of 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 developing the fair value estimate of the Americas reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the [removed: growth rates for sales, terminal growth rate, market multiples, and] weighted average cost of [removed: capital;] [added: capital] and [added: growth rates for sales; 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 developing the fair value estimate of the Americas reporting unit; (ii) evaluating the appropriateness of the discounted cash flow analysis and market [removed: approach;] [added: approach used by management;] (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: growth rates for sales, terminal growth rate, market multiples, and] weighted average cost of [removed: capital.][added: capital and growth rates for sales.]

Evaluating [removed: the significant] [added: management's] assumptions related to growth rates for sales involved evaluating whether the 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 [removed: the evaluation of] [added: evaluating] (i) the appropriateness of the Company’s discounted cash flow analysis and market approach and (ii) the reasonableness of the [removed: terminal growth rate, market multiples, and] weighted average cost of capital [removed: significant assumptions.][added: assumption.]

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Sales | | | $ | [removed: 12,807.5] [added: 13,884.6] | | | | | $ | [removed: 12,449.9] [added: 12,807.5] | | | | | $ | [removed: 11,723.8] [added: 12,449.9] | |

| Excise taxes | | | [removed: (2,106.5)] [added: (2,182.5)] | | | | | | [removed: (2,170.2)] [added: (2,106.5)] | | | | | | [removed: (2,069.8)] [added: (2,170.2)] | | |

| Net sales | | | [removed: 10,701.0] [added: 11,702.1] | | | | | | [removed: 10,279.7] [added: 10,701.0] | | | | | | [removed: 9,654.0] [added: 10,279.7] | | |

| Cost of goods sold | | | [removed: (7,045.8)] [added: (7,333.3)] | | | | | | [removed: (6,226.3)] [added: (7,045.8)] | | | | | | [removed: (5,885.7)] [added: (6,226.3)] | | |

| [Note 3, "Investments"](#i449ac7aa47ab4fc0816446f981ee359b_121) | | | [78](#i449ac7aa47ab4fc0816446f981ee359b_121) | | |

| [Note 4, "Inventories"](#i449ac7aa47ab4fc0816446f981ee359b_124) | | | [80](#i449ac7aa47ab4fc0816446f981ee359b_124) | | |

| [Note 5, "](#i449ac7aa47ab4fc0816446f981ee359b_127)[Property, Plant](#i449ac7aa47ab4fc0816446f981ee359b_127) [and Equipment](#i449ac7aa47ab4fc0816446f981ee359b_127)["](#i449ac7aa47ab4fc0816446f981ee359b_127) | | | [80](#i449ac7aa47ab4fc0816446f981ee359b_127) | | |

| [Note 8, "Leases"](#i449ac7aa47ab4fc0816446f981ee359b_136) | | | [84](#i449ac7aa47ab4fc0816446f981ee359b_136) | | |

| [Note 9, "Debt"](#i449ac7aa47ab4fc0816446f981ee359b_139) | | | [86](#i449ac7aa47ab4fc0816446f981ee359b_139) | | |

| [Note 12, "Income Tax"](#i449ac7aa47ab4fc0816446f981ee359b_151) | | | [102](#i449ac7aa47ab4fc0816446f981ee359b_151) | | |

| [Note 14, "Stockholders' Equity"](#i449ac7aa47ab4fc0816446f981ee359b_157) | | | [109](#i449ac7aa47ab4fc0816446f981ee359b_157) | | |

| [Note 18, "Segment Reporting"](#i449ac7aa47ab4fc0816446f981ee359b_172) | | | [115](#i449ac7aa47ab4fc0816446f981ee359b_172) | | |

| February 20, 2024 | | | | | | February 20, 2024 | | |

Indefinite-Lived Intangible Asset Impairment Assessment - Staropramen Family of Brands (EMEA&APAC)

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s indefinite-lived intangible asset brands balance was $8,002 million as of December 31, 2023, of which a portion relates to the Staropramen family of brands in the EMEA&APAC segment.

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

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

The evaluation involves comparing the indefinite-lived intangible asset’s fair value to its carrying value.

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

If the carrying value exceeds its fair value, the Company would recognize an impairment loss in an amount equal to the excess up to the total balance of the respective indefinite-lived intangible asset.

As of the October 1, 2023 testing date, the carrying value of the Staropramen family of brands in EMEA&APAC was determined to be in excess of its fair value such that an impairment loss of $160.7 million was recorded by management.

An excess earnings approach is used to determine the fair value of the indefinite-lived intangible asset.

Fair value determinations require

considerable judgment 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 Company’s indefinite-lived intangible may include the following, as disclosed by management, (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 income tax rates, environmental or other regulations, including interpretations thereof, terminal growth rates, and / or weighted average cost of capital.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible asset impairment assessment for the Staropramen family of brands in EMEA&APAC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-lived intangible asset for the Staropramen family of brands; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the weighted average cost of capital, growth rates for sales, and growth rates for costs associated with marketing, general, and administrative (MG&A) expenses; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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

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

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the indefinite-lived intangible asset for the Staropramen family of brands; (ii) evaluating the appropriateness of the excess earnings approach used by management; (iii) testing the completeness and accuracy of underlying data used in the excess earnings approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the weighted average cost of capital, growth rates for sales, and growth rates for MG&A expenses.

Evaluating management’s assumptions related to growth rates for sales and growth rates for MG&A expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Staropramen family of brands; (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit, and (iii) for growth rates for sales assumption, whether the assumption was consistent with external market and industry data.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of Company’s excess earnings approach and (ii) the reasonableness of weighted average cost of capital assumption.

February 20, 2024

| Cumulative translation adjustment reclassified from other comprehensive income (loss) | | | (0.6) | | | | | | 12.1 | | | | | | 7.5 | | |

| Derivative instrument activity reclassified from other comprehensive income (loss) | | | 0.9 | | | | | | 9.4 | | | | | | 5.5 | | |

| Pension and other postretirement activity reclassified from other comprehensive income (loss) | | | (11.2) | | | | | | (1.6) | | | | | | 5.4 | | |

| Trade receivables, net | | | 757.8 | | | | | | 739.8 | | |

| Property, plant and equipment, net | | | 4,444.5 | | | | | | 4,222.8 | | |

| Redeemable noncontrolling interest | | | 27.9 | | | | | | — | | |

| Additions to property, plant and equipment | | | (671.5) | | | | | | (661.4) | | | | | | (522.6) | | |

| Acquisition of business, net of cash acquired | | | (63.7) | | | | | | — | | | | | | — | | |

| | | | Total | | | | | | Class A | | | | | | Class B | | | | | | Class A | | | | | | Class B | | | | | | capital | | | | | | earnings | | | | | | income (loss) | | | | | | Class B | | | | | | interests(1) | | |

| Exchange of shares | | | — | | | | | | — | | | | | | — | | | | | | (1.4) | | | | | | (61.0) | | | | | | 62.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Purchase of noncontrolling interest | | | (8.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.0) | | |

| Deconsolidation of VIE | | | (8.8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8.8) | | |

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

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

February 21, 2023

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

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

| Reclassification of cumulative translation adjustment | | | 12.1 | | | | | | 7.5 | | | | | | — | | |

| Reclassification of derivative (gain) loss to income (loss) | | | 9.4 | | | | | | 5.5 | | | | | | (0.4) | | |

| Accounts and other receivables | | | | | | | | | | | |

| Trade, less allowance for doubtful accounts of $13.2 and $19.0, respectively | | | 739.8 | | | | | | 678.9 | | |

| Inventories, less allowance for obsolete inventories of $41.1 and $25.8, respectively | | | 792.9 | | | | | | 804.7 | | |

| Properties, net | | | 4,222.8 | | | | | | 4,192.4 | | |

| Additions to properties | | | (661.4) | | | | | | (522.6) | | | | | | (574.8) | | |

| Balance as of December 31, 2019 | | | $ | 13,673.1 | | | | | $ | — | | | | | $ | 2.1 | | | | | $ | 102.5 | | | | | $ | 557.8 | | | | | $ | 6,773.6 | | | | | $ | 7,617.0 | | | | | $ | (1,162.2) | | | | | $ | (471.4) | | | | | $ | 253.7 | |

| Exchange of shares | | | — | | | | | | — | | | | | | — | | | | | | (0.2) | | | | | | (140.0) | | | | | | 140.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Acquisition of business and purchase of noncontrolling interest | | | (0.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.5) | | |

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.

See [Part II.

Item 7.

Management's Discussion and Analysis, "Items Affecting Reported Results"](#i5bcb7c35bf0d4857b2d0095015042385_52) for further discussion.

For considerations of the effects of cost inflation to our goodwill and indefinite-lived intangible assets, see [Note 6, "Goodwill and Intangible Assets."](#i5bcb7c35bf0d4857b2d0095015042385_145)

Coronavirus Global Pandemic

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

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

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

At the onset of the pandemic, during the first quarter of 2020, we initiated temporary keg relief programs in many of our markets which were negatively impacted.

As a result, during 2020, we recognized a reduction to net sales of $30.3 million reflecting estimated sales returns and reimbursements through these keg relief programs.

Further, during 2020, we recognized charges of $12.1 million 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 costs to facilitate the above mentioned keg returns.

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: 2022] [added: 2023] 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, [added: 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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.

During the three months ended December 31, 2023, no directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.

None.

Incorporated by reference to our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Incorporated by reference to our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Incorporated by reference to our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

The following table summarizes information about the Incentive Compensation Plan as of December 31, [removed: 2022.][added: 2023.]

The number of securities to be issued upon exercise of outstanding awards includes [removed: 1,299,571] [added: 1,279,121] RSUs and DSUs, [removed: 904,290] [added: 880,125] PSUs (assuming the target award is met) and [removed: 1,480,892] [added: 1,538,252] options outstanding as of December 31, [removed: 2022.][added: 2023.]

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 16, "Share-Based [removed: Payments"](#i5bcb7c35bf0d4857b2d0095015042385_154)] [added: Payments"](#i449ac7aa47ab4fc0816446f981ee359b_163)] for further discussion.

[removed: Outstanding RSUs, DSUs] and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.

| Equity compensation plans approved by security holders(1) | | | 3,697,498 | | | | | | $57.25 | | | | | | 4,325,695 | | |

| Total | | | 3,697,498 | | | | | | $57.25 | | | | | | 4,325,695 | | |

Outstanding RSUs, DSUs

| Equity compensation plans approved by security holders(1) | | | 3,684,753 | | | | | | $57.14 | | | | | | 4,884,400 | | |

| Total | | | 3,684,753 | | | | | | $57.14 | | | | | | 4,884,400 | | |

Incorporated by reference to our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Incorporated by reference to our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Consolidated Statements of Operations for the years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

(2)Schedule II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2022,] [added: 2023,] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020][added: 2021]

| 3.2 | | | | | | | | | [Fifth Amended and Restated Bylaws of Molson Coors Beverage [removed: Company](https://www.sec.gov/Archives/edgar/data/24545/000110465922063917/tm2216117d1_ex3-1.htm)[.](https://www.sec.gov/Archives/edgar/data/24545/000110465922063917/tm2216117d1_ex3-1.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/24545/000110465922063917/tm2216117d1_ex3-1.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | May 23, 2022 | | | | | | | | |

| 4.10 | | | | | | | | | [Form of [removed: 2.840%] [added: 3.440%] Senior Notes due [removed: 2023.](http://www.sec.gov/Archives/edgar/data/24545/000110465916131543/a16-13872_7ex4d10.htm)] [added: 2026.](http://www.sec.gov/Archives/edgar/data/24545/000110465916131543/a16-13872_7ex4d10.htm)] | | | | | | 8-K | | | | | | 4.10 | | | | | | July 7, 2016 | | | | | | | | |

| [removed: 4.12] [added: 4.11] | | | | | | | | | [Description of Registrant's Securities.](http://www.sec.gov/Archives/edgar/data/24545/000002454520000005/tapex4182019123110k.htm) | | | | | | 10-K | | | | | | 4.18 | | | | | | February 12, 2020 | | | | | | | | |

| 10.2.8 | | | * | | | | | | [Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in [removed: 2020.](https://www.sec.gov/Archives/edgar/data/24545/000002454522000005/tapex1028_2021123110-k.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/24545/000002454523000011/tapex106_202333110-q.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.2.8] [added: 10.6] | | | | | | [removed: February 23, 2022] [added: May 2, 2023] | | | | | | | | |

| 10.8 | | | * | | | | | | [removed: [Executive Employment Offer Letters,] [added: [Offer Letter,] dated [removed: November 17, 2019 and January 12, 2019,] [added: February 23, 2023,] by and between Molson Coors [removed: Brewing] [added: Beverage] Company and Michelle St. [removed: Jacques.](http://www.sec.gov/Archives/edgar/data/24545/000002454520000009/tapex103202033110q.htm)] [added: Jacques.](https://www.sec.gov/Archives/edgar/data/24545/000110465923026432/tm237970d1_ex10-1.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.3] [added: 10.1] | | | | | | [removed: April 30, 2020] [added: February 28, 2023] | | | | | | | | |

| [removed: 10.9] [added: 10.9.1] | | | * | | | | | | [Offer Letter, dated [removed: as of] November [removed: 17, 2019,] [added: 12, 2021,] by and between Molson Coors Beverage Company and [removed: Pete Marino.](https://www.sec.gov/Archives/edgar/data/24545/000002454522000010/tapex104_202233110-q.htm)] [added: Anne-Marie D’Angelo.](https://www.sec.gov/Archives/edgar/data/24545/000002454523000011/tapex103_202333110-q.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.3] | | | | | | May [removed: 3, 2022] [added: 2, 2023] | | | | | | | | |