Molson Coors Beverage (TAP) 10-K risk factor changes: FY2024 vs FY2023

Deterioration of general economic, political, credit and/or capital market conditions, including those caused by the ongoing Russia-Ukraine conflict, [added: Middle East 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 [removed: compete] [added: operate] around the world [removed: in various geographic regions] and [removed: product markets.][added: global economic and political conditions affect our business and the businesses of our customers, suppliers and consumers.]

[removed: Recessions,] [added: Because our product sales rely on discretionary spending by consumers, recessions,] economic downturns, price instability, inflation, [added: tariffs,] slowing economic growth, social and political instability, [removed: and] violent [removed: crime] [added: crime, war, terrorism] 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 Russia-Ukraine conflict, [added: Middle East conflict,] global supply chain disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.

Specifically, the ongoing Russia-Ukraine [removed: conflict,] [added: conflict] has adversely affected the global economy, and the geopolitical tensions and conflicts it has [removed: generated] [added: generated,] and [removed: continues] [added: could continue] to [removed: generate] [added: generate,] negatively impact our [removed: operations.][added: business operations and financial results.]

It has resulted in heightened economic sanctions from the [removed: U.S.,] [added: international community, including] the [removed: U.K.,] [added: U.S.,] the [removed: European Union] [added: U.K.] and the [removed: international community.][added: European Union.]

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

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

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

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

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

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

Our business has been, and may continue to be, impacted by supply chain [removed: constraints, including longer lead times,] [added: constraints and disruptions, caused] in part, by the Russia-Ukraine conflict and the uncertain economic environment worldwide.

We [added: purchase and] use a large volume of agricultural and other raw materials, [removed: some of] which are purchased through supply contracts with third parties, to produce our [removed: products, including] [added: products (including] barley, malted barley, hops, [removed: corn,] [added: corn and] other various [removed: starches,] [added: adjuncts), as well as] water and packaging [removed: materials, including] [added: materials (including] aluminum cans and bottles, glass and polyethylene terephthalate containers as well as cardboard and other paper [removed: products.][added: products).]

[removed: We] [added: In addition, we] also [added: purchase and] use a significant amount of diesel fuel, natural gas, electricity and carbon dioxide in our operations.

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

If we are unable to mitigate the impact of these matters through [removed: customer] price [removed: increases, cost savings] [added: increases] to [removed: offset] [added: our customers,] cost [removed: increases,] [added: savings initiatives,] hedging arrangements, or other measures, our results of operations and financial condition could be adversely impacted.

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

[removed: Geopolitical tensions] [added: Supply chain disruptions] may cause delays in shipments of our products and supplies.

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

Weak, or weakening of, economic, social or other conditions in the markets in which we do business, including cost [removed: inflation] [added: inflation, tariffs] and reductions in discretionary consumer spending, could adversely impact demand for our products or cause consumers to suffer financial hardship, which could have a material adverse effect on our business and financial results. [removed: Beer consumption] [added: Consumption of our products] in some of our markets could be closely tied to general economic [removed: conditions and a significant portion of our portfolio consists of premium and above premium brands.][added: conditions.]

[removed: Difficult] [added: As a result, difficult] macroeconomic conditions in our markets, such as further decreases in per capita income and level of disposable income driven by increases in inflation, [added: impacts of tariffs,] energy costs, income (and other) taxes and the cost of living, increased and prolonged unemployment or a further decline in consumer confidence, 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.

For example, under difficult or deteriorating economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products by shifting away from our premium and above premium products to lower-priced products offered by us or [removed: other companies or] [added: our competitors,] by shifting [removed: to off-premise] from on-premise [added: to off-premise] consumption, [added: or by shifting purchase to other categories, such as legal cannabis, delta-9, other hemp derived products, or online gambling, each of which could] negatively [removed: impacting] [added: impact] our net sales and [removed: margins.][added: financial results.]

A significant portion of our consolidated net sales are concentrated in the U.S., Canada and countries in [removed: Europe, which represent the majority of net sales within our Americas and EMEA&APAC segments.][added: Europe.]

[added: Therefore, unfavorable] macroeconomic [removed: conditions, such as inflationary pressures, a recession or continued slowed economic growth in the U.S., Canada or countries in Europe,] [added: conditions] could negatively affect consumer demand for our products in these important markets, which [removed: consequently,] [added: could reduce our profitability, and 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 earthquakes, fires, hurricanes, floods, [added: other severe weather events,] 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.

We experienced certain of the foregoing risks and losses in connection with the March 2021 cybersecurity incident and the coronavirus [removed: pandemic.][added: pandemic in 2020.]

[removed: Additionally, certain] [added: Certain] catastrophes are not covered by our general insurance policies, which could result in significant unrecoverable losses.

Our business and results of operations could also be adversely impacted by under-investment in physical assets or production capacity, including contract brewing and [removed: effect on] [added: impact] the priority of our brands if production capacity is limited.

For example, as part of a strategic review of our supply chain network, certain breweries and bottling lines were closed in recent years, and we have incurred brewery closure costs, including charges associated with the closure of [removed: the Irwindale brewery] [added: our breweries] in [removed: 2020, which was subsequently sold to Pabst Brewing Company, LLC] [added: Chippewa Falls, Wisconsin, 10th Street] in [removed: the fourth quarter of 2020.][added: Milwaukee, Wisconsin and Irwindale, California.]

We regularly review our supply chain network [added: in an attempt] to ensure that our supply chain capacity is aligned with the needs of the business.

[added: A breach of our information systems 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.

[removed: We] [added: In recent years, we] have [removed: seen] [added: experienced] an increase in the number of [added: attempted] cyberattacks due, in part, to the large number of our employees and contractors that are working and accessing our technology infrastructure remotely because of shifts in working arrangements.

We expend significant financial resources to [removed: protect] [added: attempt to vigorously monitor and mitigate] against cyber threats and cyberattacks.

Additionally, [added: these events may not be insured against or may not be fully covered by any insurance maintained by us and] 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 [removed: cyberattack or other] cybersecurity incident.

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, the Virginia Consumer Data Protection Act, [removed: or] the Colorado Privacy [removed: Act,] [added: Act and other similar comprehensive data privacy laws,] 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 costs and compliance burden, any of which could have a material adverse effect on our business and financial results.

In addition, we may suffer financial and reputational damage because of lost or misappropriated [removed: confidential] information [added: relating to identifiable individuals] and may become subject to legal action and increased regulatory oversight or consumers may avoid our brands due to negative publicity.

[removed: This] [added: Furthermore, the cybersecurity and data privacy] regulatory [removed: environment] [added: environment, including, but not limited to, the SEC's cybersecurity rules,] is increasingly challenging, and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

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

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 [added: operations internationally or entering new or different product lines.]

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

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Finally, political shifts within our core markets and other related geographies, can lead policymakers to alter laws and policies governing foreign trade and investment policies that could adversely affect our supply chain, business and results of operations, and consumers, as discussed further below.

As discussed further below, in the second half of 2024, the licensed sale of beer, wine and ready-to-drink alcoholic beverages in the Province of Ontario was expanded to all convenience stores and all eligible grocery and big-box grocery stores.

This ongoing evolution of the Ontario beer market may have a significant impact on the financial results of our ownership in Brewers Retail, Inc.

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In January 2025, the United States' outgoing Surgeon General issued an advisory recommending an update to the Surgeon General's warning label in the United States for alcohol-containing beverages to include a cancer risk warning.

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These laws and regulations are evolving and subject to interpretation.

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Furthermore, in February 2024, the unionized employees at our Fort Worth, Texas brewery went on strike, which adversely affected our business, operations and financial results during the second quarter of 2024.

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Such significant losses or disruptions could be due to, among other things, the loss or disruption of the timely availability of adequate supplies of essential raw materials for us and our suppliers, including single-source suppliers; our ability to effectively integrate new suppliers into our operations; material financial issues facing our suppliers, such as bankruptcy or similar proceedings; transportation and logistics challenges, including as a result of governmental restrictions and the availability and capacity of shipping channels as customers may shift to increased online shopping; the loss or disruption of other manufacturing, distribution and supply capabilities; labor shortages, strikes or work stoppages; the loss or disruption of the supply of carbon dioxide gas; acts of war and terrorism; or 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.

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Furthermore, some stakeholders may disagree with our goals and there is also a risk that stakeholders may change their views on these topics over time.

Our various stakeholders or regulators may also have divergent opinions on these types of matters as well as conflicting expectations regarding our culture, values, goals and business, which makes it difficult to achieve a consistently positive perception amongst all of our various stakeholders.

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The technologies underlying artificial intelligence and their use cases are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to the use of artificial intelligence.

While new artificial intelligence initiatives, laws and regulations are emerging and evolving, uncertainty will remain, and our obligation to comply with the evolving regulatory landscape could entail significant costs, negatively affect our business, or limit our ability to incorporate certain artificial intelligence capabilities into our business.

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Another example is the secondary distribution in the U.K. which has limited options.

If we are unable to continue to outsource our secondary distribution services, we may have to in-source distribution which could have adverse impacts to our business and financial results.

For instance, in 2021 the OECD introduced model rules for a new 15% global minimum tax framework, which is effective for fiscal years beginning on or after December 31, 2023 in jurisdictions with enacted legislation.

The OECD and implementing countries are expected to continue to make further revisions to their minimum tax legislation and release additional guidance.

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In addition, in February 2025, the current U.S. presidential administration imposed tariffs on foreign imports into the United States, including, most relevant to us, an additional 25% tariff on all imports from Canada, which tariffs were subsequently suspended for 30 days in order to facilitate negotiations.

As of the date of this report, the proposed tariffs on all imports from Canada remain suspended.

Certain of the products we sell are originally manufactured in countries other than the U.S., such as Canada.

These tariffs will increase the cost of certain of our products and may negatively impact our results of operations.

At this time, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of additional tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, or other trade matters.

Other effects of these changes, including impacts on the price of raw materials, responsive or retaliatory actions from governments, such as retaliatory tariffs on imports into Canada from the U.S., and the opportunity for competitors not subject to such changes to establish a presence in markets where we participate, could also have significant impacts on our results of operations, though whether any of the foregoing actions will be taken remains unclear.

Furthermore, we may not be able to increase prices for our products enough to offset the impact of tariffs, which could negatively impact our margins.

If we raise prices in response to tariffs, the demand for our products may decrease, which could also have a negative impact on our sales.

We cannot predict what further action may be taken with respect to export restrictions, tariffs or trade relations between the U.S. and other governments, and any further changes in U.S. or international trade policy could have an adverse impact on our business, financial condition and results of operations.

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See [Part II—Item 8 Financial Statements and Supplementary Data, Note 1](#i4624113790654e7dbe1baef318272938_157)[3](#i4624113790654e7dbe1baef318272938_157)[, "](#i4624113790654e7dbe1baef318272938_157)[Commitments and Contingencies](#i4624113790654e7dbe1baef318272938_157)["](#i4624113790654e7dbe1baef318272938_157) in this Annual Report on Form 10-K for additional information regarding the status of pending legal outcomes.

- poor product quality due to distance travelled for export product and the relatively short shelf life of beer;

Global economic and political conditions affect our business and the businesses of our customers, suppliers and consumers.

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

In addition, current proposed or future governmental policies may increase the risk of inflation, which could further increase the costs of raw materials and other components for our business.

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

Therefore, unfavorable

Softer consumer demand for our products could reduce our profitability and would have a material adverse effect on our business and financial results.

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

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

- our ability to effectively integrate new suppliers into our operations;

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

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

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

- labor shortages, strikes or work stoppages;

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

- acts of war and terrorism; or

- 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,

In addition, the March 2021 cybersecurity incident may embolden other individuals or groups to target our information systems and impact the costs or ability for us to obtain adequate insurance coverages moving forward.

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

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

Although we attempt to vigorously monitor and mitigate against cyber risks, including through leveraging multi-sourced threat intelligence and investing in new technologies, we may incur significant costs in protecting against or remediating cyberattacks or other cybersecurity incidents.

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.

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.

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

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, and other similar beverages.

Our products also generally compete with other alcoholic beverages.

Failure to generate cost savings and margin improvement through our ongoing initiatives could adversely affect our profitability.

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.

Increased focus and activism related to ESG may hinder our access to capital or negatively impact our stock price, as investors may reconsider their capital investment based on their assessment of our ESG practices and policies.

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

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

For example, as a result of our acquisition in October 2016 of the remaining portion of MillerCoors LLC (which we refer to as the "MillerCoors Acquisition"), we allocated approximately $6.3 billion and $7.6 billion to goodwill and indefinite-lived intangible assets, respectively.

In addition, as a result of the current year testing, it was determined that the Americas reporting unit and the *Staropramen* family of brands indefinite-lived intangible asset are at a heightened risk of future impairment in the event of significant unfavorable changes in the forecasted cash flows (including Company-specific risks like the performance of our above-premium transformation efforts, expansion in products beyond beer and overall market performance, including execution of strategic initiatives for the *Staropramen* family of brands, along with macroeconomic risks like the continued prolonged weakening of economic conditions and cost inflation, or

We also have agreements with Asahi for the production and import of *Pilsner Urquell* and *Peroni Nastro Azurro* into the U.S. under a perpetual royalty-free license.

In

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

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

While our [removed: Company’s] [added: Company's] history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like *Vizzy Hard Seltzer*, spirits like *Five Trail* whiskey [removed: as well as] [added: and] 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](#i449ac7aa47ab4fc0816446f981ee359b_88),] [added: Data](#i4624113790654e7dbe1baef318272938_91),] as well as the discussion of our business and related risk factors in [Part I—Item 1 [removed: Business](#i449ac7aa47ab4fc0816446f981ee359b_22)] [added: Business](#i4624113790654e7dbe1baef318272938_22)] and [Part I—Item 1A Risk [removed: Factors](#i449ac7aa47ab4fc0816446f981ee359b_25),] [added: Factors](#i4624113790654e7dbe1baef318272938_25),] respectively.

A discussion related to the results of operations and changes in financial condition for [removed: 2022] [added: 2023] compared to [removed: 2021] [added: 2022] 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: 2022] [added: 2023] Form 10-K, filed with the SEC on February [removed: 21, 2023,] [added: 20, 2024,] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] refers to the 12 months ended December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively.

Items Affecting [added: the] Consolidated Results of Operations

Items Affecting [added: the] Americas Segment Results of Operations

During the first quarter of 2022, we recognized an impairment loss of $28.6 million related to the Truss [added: LP ("Truss")] joint venture asset group of which $12.1 million was attributable to the noncontrolling interest.

See [removed: [Part] [added: [](#i4624113790654e7dbe1baef318272938_73)[Part] II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), [removed: net"](#i449ac7aa47ab4fc0816446f981ee359b_169) and [Part II—Item 8 Financial Statements and Supplementary Data, Note](#i449ac7aa47ab4fc0816446f981ee359b_121) [3](#i449ac7aa47ab4fc0816446f981ee359b_121)[, "](#i449ac7aa47ab4fc0816446f981ee359b_121)[Investments](#i449ac7aa47ab4fc0816446f981ee359b_121)["](#i449ac7aa47ab4fc0816446f981ee359b_121)] [added: net"](#i4624113790654e7dbe1baef318272938_172)] for further information.

[removed: *Goodwill Impairment*][added: | Goodwill impairment | | | — | | | | | | — | | % | | | | — | | | | | | N/M | | | | | | (845.0) | | |]

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible [removed: Assets"](#i449ac7aa47ab4fc0816446f981ee359b_130)] [added: Assets"](#i4624113790654e7dbe1baef318272938_133)] for further information.

During the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022] [added: 2023] we accrued [removed: $1.9] [added: $2.1] million and [removed: $0.6] [added: $1.9] million, respectively, in associated interest related to this accrued liability.

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and [removed: Contingencies"](#i449ac7aa47ab4fc0816446f981ee359b_154)] [added: Contingencies"](#i4624113790654e7dbe1baef318272938_157)] for further information.

Items Affecting [added: the] EMEA&APAC Segment Results of Operations

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

"Risk [removed: Factors](#i449ac7aa47ab4fc0816446f981ee359b_25)".][added: Factors"](#i4624113790654e7dbe1baef318272938_25).]

The following table highlights summarized components of our consolidated statements of operations for the years ended December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021.][added: 2022.]

See [Part II—Item 8 Financial Statements and Supplementary Data, “Consolidated Statements of [removed: Operations”](#i449ac7aa47ab4fc0816446f981ee359b_97)] [added: Operations”](#i4624113790654e7dbe1baef318272938_100)] for additional details of our U.S. GAAP results comparing December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | [removed: Change] [added: % Change] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | [removed: Change] [added: % Change] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 11,702.1] [added: 11,627.0] | | | | | [removed: 9.4] [added: (0.6)] | | % | | | | $ | [removed: 10,701.0] [added: 11,702.1] | | | | | [removed: 4.1] [added: 9.4] | | % | | | | $ | [removed: 10,279.7] [added: 10,701.0] | |

| Cost of goods sold | | | [removed: (7,333.3)] [added: (7,093.6)] | | | | | | [removed: 4.1] [added: (3.3)] | | % | | | | [removed: (7,045.8)] [added: (7,333.3)] | | | | | | [removed: 13.2] [added: 4.1] | | % | | | | [removed: (6,226.3)] [added: (7,045.8)] | | |

| Gross profit | | | [removed: 4,368.8] [added: 4,533.4] | | | | | | [removed: 19.5] [added: 3.8] | | % | | | | [removed: 3,655.2] [added: 4,368.8] | | | | | | [removed: (9.8)] [added: 19.5] | | % | | | | [removed: 4,053.4] [added: 3,655.2] | | |

| Marketing, general and administrative expenses | | | [removed: (2,779.9)] [added: (2,717.5)] | | | | | | [removed: 6.2] [added: (2.2)] | | % | | | | [removed: (2,618.8)] [added: (2,779.9)] | | | | | | [removed: 2.5] [added: 6.2] | | % | | | | [removed: (2,554.5)] [added: (2,618.8)] | | |

| Other operating income (expense), net | | | [removed: (162.7)] [added: (65.4)] | | | | | | [removed: 321.5] [added: (59.8)] | | % | | | | [removed: (38.6)] [added: (162.7)] | | | | | | [removed: (13.3)] [added: 321.5] | | % | | | | [removed: (44.5)] [added: (38.6)] | | |

| Equity income (loss) | | | [removed: 12.0] [added: 2.7] | | | | | | [removed: 155.3] [added: (77.5)] | | % | | | | [removed: 4.7] [added: 12.0] | | | | | | [removed: N/M] [added: 155.3] | | [added: %] | | | | [removed: —] [added: 4.7] | | |

| Operating income (loss) | | | [removed: 1,438.2] [added: 1,753.2] | | | | | | [removed: 813.1] [added: 21.9] | | % | | | | [removed: 157.5] [added: 1,438.2] | | | | | | [removed: (89.2)] [added: 813.1] | | % | | | | [removed: 1,454.4] [added: 157.5] | | |

| Total non-operating income (expense), net | | | [removed: (185.7)] [added: (250.2)] | | | | | | [removed: (15.6)] [added: 34.7] | | % | | | | [removed: (220.0)] [added: (185.7)] | | | | | | [removed: 2.1] [added: (15.6)] | | % | | | | [removed: (215.4)] [added: (220.0)] | | |

| Income (loss) before income taxes | | | [removed: 1,252.5] [added: 1,503.0] | | | | | | [removed: N/M] [added: 20.0] | | [added: %] | | | | [removed: (62.5)] [added: 1,252.5] | | | | | | N/M | | | | | | [removed: 1,239.0] [added: (62.5)] | | |

| Income tax benefit (expense) | | | [removed: (296.1)] [added: (345.3)] | | | | | | [removed: 138.8] [added: 16.6] | | % | | | | [removed: (124.0)] [added: (296.1)] | | | | | | [removed: (46.2)] [added: 138.8] | | % | | | | [removed: (230.5)] [added: (124.0)] | | |

| Net income (loss) | | | [removed: 956.4] [added: 1,157.7] | | | | | | [removed: N/M] [added: 21.0] | | [added: %] | | | | [removed: (186.5)] [added: 956.4] | | | | | | N/M | | | | | | [removed: 1,008.5] [added: (186.5)] | | |

| Net (income) loss attributable to noncontrolling interests | | | [removed: (7.5)] [added: (35.3)] | | | | | | [removed: N/M] [added: 370.7] | | [added: %] | | | | [removed: 11.2] [added: (7.5)] | | | | | | N/M | | | | | | [removed: (2.8)] [added: 11.2] | | |

| Net income (loss) attributable to MCBC | | | $ | [removed: 948.9] [added: 1,122.4] | | | | | [removed: N/M] [added: 18.3] | | [added: %] | | | | $ | [removed: (175.3)] [added: 948.9] | | | | | N/M | | | | | | $ | [removed: 1,005.7] [added: (175.3)] | |

| Net income (loss) attributable to MCBC per diluted share | | | $ | [removed: 4.37] [added: 5.35] | | | | | [removed: N/M] [added: 22.4] | | [added: %] | | | | $ | [removed: (0.81)] [added: 4.37] | | | | | N/M | | | | | | $ | [removed: 4.62] [added: (0.81)] | |

| Financial volume in hectoliters | | | [removed: 83.772] [added: 79.618] | | | | | | [removed: 1.8] [added: (5.0)] | | % | | | | [removed: 82.272] [added: 83.772] | | | | | | [removed: (2.1)] [added: 1.8] | | % | | | | [removed: 84.028] [added: 82.272] | | |

For the year ended December 31, [removed: 2023,] [added: 2024,] foreign currency movements had the following impacts on our USD consolidated results:

- *Net sales* \- [removed: Favorable] [added: Unfavorable] impact of [removed: $9.5] [added: $1.6] million [removed: (favorable] [added: (unfavorable] impact for [removed: EMEA&APAC] [added: Americas] of [removed: $56.0] [added: $21.9] million, partially offset by the [removed: unfavorable] [added: favorable] impact for [removed: Americas] [added: EMEA&APAC] of [removed: $46.5] [added: $20.3] million).

- *Cost of goods sold* \- Favorable impact of [removed: $1.0] [added: $0.6] million (favorable impact for Americas and Unallocated of [removed: $34.9] [added: $14.3] million and [removed: $1.8] [added: $0.4] million, respectively, partially offset by the unfavorable impact for EMEA&APAC of [removed: $35.7] [added: $14.1] million).

- *MG&A* - Favorable impact of [removed: $1.3] [added: $2.8] million (favorable impact for Americas of [removed: $14.2] [added: $6.5] million, partially offset by the unfavorable impact for EMEA&APAC of [removed: $12.9] [added: $3.7] million).

We also have partner brands, such as *Simply Spiked, ZOA Energy*, among others, through license, distribution, partnership and joint venture agreements.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

*Purchases of Annuity Contracts*

On September 26, 2024, we purchased annuity contracts for two of our Canadian pension plans.

As a result, on September 30, 2024, we remeasured both pension plans and recorded a total settlement loss of $34.0 million to other pension and postretirement benefit (cost), net in the consolidated statements of operations.

See [](#i4624113790654e7dbe1baef318272938_148)[Part II—Item 8 Financial Statements and Supplementary Data, Note 1](#i4624113790654e7dbe1baef318272938_148)[1](#i4624113790654e7dbe1baef318272938_148)[, "](#i4624113790654e7dbe1baef318272938_148)[Employee Retirement Plans and Postretirement Benefits](#i4624113790654e7dbe1baef318272938_148)["](#i4624113790654e7dbe1baef318272938_148) and [Part II—Item 8 Financial Statements and Supplementary Data, Note 15, "Accumulated Other Comprehensive Income (Loss)"](#i4624113790654e7dbe1baef318272938_163) for further information.

*Cobra Beer Partnership, Ltd. Buyout*

In March 2024, our partner of CBPL exercised a put option under our partnership agreement which required us to acquire the remaining 49.9% ownership interest.

We adjusted our NCI by $34.5 million to our best estimate of the redemption value that existed at the time of the put option exercise by increasing our net income attributable to noncontrolling interests and decreasing our net income attributable to MCBC.

In addition, we received the final determination of the redemption value in the third quarter of 2024 and as the transaction was considered mandatorily redeemable, we recorded an adjustment of $45.8 million to interest expense in the EMEA&APAC segment.

The transaction was finalized on October 21, 2024, resulting in a cash payment of $89 million which was recorded as a cash outflow from financing activities.

See further discussion of this transaction in [Part II—Item 8 Financial Statements and Supplementary Data, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"](#i4624113790654e7dbe1baef318272938_118).

*ZOA Energy*

On October 31, 2024, we further increased our investment in ZOA bringing our ownership interest to 51%.

Upon conversion from equity method accounting to consolidation accounting, we recognized a gain of $77.9 million in other operating income (expense), net in the consolidated statements of operations.

*Wind Down or Sale of Certain U.S. Craft Businesses*

During the third quarter of 2024, we decided to wind down or sell certain of our U.S. craft businesses and related facilities and recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation of $93.6 million.

In addition, we recognized a loss of $41.2 million on the sold businesses.

We expect to continue to incur incremental restructuring charges during the first quarter of 2025 through completion of wind down and closure of certain remaining U.S. craft facilities.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

Financial volumes decreased 5.0% for the year ended December 31, 2024, compared to prior year, due to lower shipments in the Americas, including lower contract brewing volumes representing almost half of the decline as well as the impact of the macroeconomic environment resulting in industry softness.

EMEA&APAC financial volumes also decreased 2.6%.

Price and sales mix favorably impacted net sales for the year ended December 31, 2024, by 4.4%, primarily due to increased net pricing as well as favorable sales mix for both segments, including as a result of lower contract brewing volumes in the Americas as well as premiumization and favorable channel mix in EMEA&APAC.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

A discussion of currency impacts on cost of goods sold is included in the "Foreign currency impacts on results" section above.

MG&A expenses decreased 2.2% for the year ended December 31, 2024, compared to prior year, primarily due to lower incentive compensation expense and lower marketing resulting from cycling higher investment levels in the prior year.

A discussion of currency impacts on marketing, general and administrative expenses is included in the "Foreign currency impacts on results" section above.

Other operating expense, net improved 59.8% for the year ended December 31, 2024, compared to prior year, primarily due to the cycling of a $160.7 million partial impairment charge to our indefinite-lived intangible asset related to the *Staropramen* family of brands recorded in the prior year as well as a $77.9 million gain recognized upon the consolidation of ZOA in the fourth quarter of 2024, partially offset by the costs incurred related to the wind down and sale of certain U.S. craft businesses and related restructuring costs including accelerated depreciation charges in excess of normal depreciation of $93.6 million as well as a $41.2 million loss on the disposal of the sold businesses.

Total non-operating expense, net increased 34.7% for the year ended December 31, 2024, compared to prior year primarily due to higher interest expense driven by a $45.8 million adjustment to increase our mandatorily redeemable NCI liability to the final redemption value related to the CBPL buyout recorded in the third quarter of 2024, a settlement loss of $34.0 million recorded as a result of Canadian pension plan annuity purchases and unfavorable transactional foreign currency impacts, partially offset by higher pension and OPEB non-service benefit.

Our effective tax rate decreased for the year ended December 31, 2024, compared to the prior year, in part due to the impact of the $77.9 million gain recognized upon the consolidation of ZOA in the fourth quarter of 2024, which is non-taxable.

The decrease was partially offset by (i) the $20.0 million increase in valuation allowance that was recorded on deferred tax assets related to the sale of certain U.S. craft businesses in the third quarter of 2024, and (ii) the impact of the $45.8 million increase in the mandatorily redeemable NCI liability of CBPL in the third quarter of 2024, which is non-deductible for tax purposes.

The effective tax rate for the year ended December 31, 2024, was further decreased by the recognition of additional net tax benefit items totaling $12.8 million, as compared to the recognition of additional net tax expense items totaling $10.0 million in the year ended December 31, 2023.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests increased $27.8 million for the year ended December 31, 2024, compared to the prior year, primarily due to the recording of an out of period adjustment in the third quarter 2024 to increase the noncontrolling interest to the best estimate of the redemption value that existed at the time of the put option exercise in March 2024.

See further discussion in [Part II—Item 8 Financial Statements and Supplementary Data, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"](#i4624113790654e7dbe1baef318272938_118).

The following table highlights the drivers of the change in net sales for the year ended December 31, 2024, compared to December 31, 2023, (in percentages):

| Americas net sales | | | (5.7) | | % | | | | 4.0 | | % | | | | (0.3) | | % | | | | (2.0) | | % |

Financial volumes decreased 5.7% for the year ended December 31, 2024, compared to prior year, primarily due to lower contract brewing volumes related to the wind down of a U.S. contract brewing arrangement (1.9 million hectoliters) and lower U.S. volumes due to the macroeconomic environment resulting in industry softness partly offset by an increase in volumes in Canada.

*Cost Inflation*

We have continued to incur significant cost inflation, including materials and manufacturing expenses, which negatively impacted our results of operations for the year ended December 31, 2023, although we experienced moderation in the second half of the year.

While cost inflation has been high in all of our 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 continued to be impacted by local inflation leading to a reduction in their discretionary purchases.

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

To the extent materials and manufacturing 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.

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 brands, reputation and sales.

If our competitors maintain or substantially lower their prices, we may lose customers or be forced to lower prices to remain competitive.

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

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

*Premiumization of our Portfolio*

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

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

We believe the 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.

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

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

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

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

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

| Goodwill impairment | | | — | | | | | | N/M | | | | | | (845.0) | | | | | | N/M | | | | | | — | | |

In late 2021 we de-prioritized and rationalized certain non-core SKUs, predominantly in the economy segment, in order to focus our strategy on growing our above premium portfolio and expanding beyond the beer aisle.

This strategy was intended to drive sustainable net sales growth and earnings growth, despite potential volume declines due to the rationalization of certain SKUs and as the portfolio mix shifted toward a higher composition of above premium products.

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 | | % |

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.

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.

MG&A expenses increased 6.2% for the year ended December 31, 2023, compared to prior year, primarily due to higher incentive compensation expense and increased marketing investment on core and innovation brands, partially offset by cycling the recording of a $56.0 million accrued liability in the prior year related to potential losses as a result of the ongoing *Keystone* litigation case.

Goodwill Impairment

The increase in our effective tax rate for the year ended December 31, 2023 compared to the prior year was primarily due to the impact of the $845 million partial goodwill impairment, recorded within our Americas segment in the fourth quarter of 2022, which related to goodwill not deductible for tax purposes.

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.

Cost Savings Initiatives

Our next generation cost savings program, which began in 2020, delivered $605 million of cost savings over the three year program, which ended December 31 2022.

The program was focused on building our capabilities and reorganizing to support our commercial revitalization strategy.

Total cost savings delivered in 2022 and 2021 totaled approximately $115 million and $220 million, respectively.

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

As of December 31, [removed: 2023,] [added: 2024,] 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 rates as of December 31, [removed: 2023 and December 31, 2022, respectively.][added: 2024.]

[removed: "Debt"](#i449ac7aa47ab4fc0816446f981ee359b_139)] [added: "Debt"](#i4624113790654e7dbe1baef318272938_142)] for the maturity dates of our outstanding debt instruments.

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

| [removed: *(in] [added: *(In] millions)* | | | [removed: | | |] As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2022] [added: 2023] | | |

| USD denominated fixed rate debt | | | [removed: | | |] $ | 4,900.0 | | | | | $ | 4,900.0 | | | | | $ | [removed: (4,608.2)] [added: (4,484.4)] | | | | | $ | [removed: (4,295.9)] [added: (4,608.2)] | | | | | $ | [removed: (414.4)] [added: (355.3)] | | | | | $ | [removed: (223.4)] [added: (414.4)] | |

| Foreign currency denominated fixed rate debt | | | [removed: | | |] $ | [removed: 1,260.7] [added: 1,175.9] | | | | | $ | [removed: 1,594.2] [added: 1,260.7] | | | | | $ | [removed: (1,248.6)] [added: (1,212.8)] | | | | | $ | [removed: (1,557.4)] [added: (1,248.6)] | | | | | $ | [removed: (13.5)] [added: (63.3)] | | | | | $ | [removed: (11.1)] [added: (13.5)] | |

| Forward starting interest rate swaps | | | [removed: | | |] $ | 1,000.0 | | | | | $ | 1,000.0 | | | | | $ | [removed: 41.6] [added: 96.3] | | | | | $ | [removed: 40.0] [added: 41.6] | | | | | $ | [removed: (78.9)] [added: (75.1)] | | | | | $ | [removed: (73.8)] [added: (78.9)] | |

"Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i449ac7aa47ab4fc0816446f981ee359b_115)] [added: Policies"](#i4624113790654e7dbe1baef318272938_118)] for our accounting policy over the accounting for translation adjustments and foreign currency transactions.

Approximately [removed: $3.6] [added: $3.7] billion, or [removed: 30%,] [added: 32%,] of our net sales were denominated in functional currencies other than the USD for the year ended December 31, [removed: 2023.][added: 2024.]

For the year ended December 31, [removed: 2023,] [added: 2024,] net sales denominated in [removed: CAD and] GBP [removed: both] [added: and CAD] approximated [added: $1.4 billion and] $1.3 billion, for each respective currency.

Our EUR foreign-denominated debt is [added: designated as] a net investment hedge [removed: against] [added: of] our investment in [removed: our Europe business] [added: a EUR functional currency subsidiary] in order to hedge a portion of the foreign currency translational impacts.

[removed: The] [added: Accordingly, the] changes in fair value of the net investment hedge due to the fluctuations in the spot rate are recorded to [removed: AOCI.][added: AOCI until a liquidation or deconsolidation event at which point the accumulated gains and losses will be reclassified into earnings.]

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]

[removed: Approximately 62%] [added: As] of [added: December 31, 2024, approximately 65% of] our outstanding foreign currency forwards mature in [removed: 2024, 33%] [added: 2025, 32%] mature in [removed: 2025] [added: 2026] and [removed: 5%] [added: 3%] mature thereafter.

| Foreign currency denominated fixed rate debt | | | | | | $ | [removed: 1,260.7] [added: 1,175.9] | | | | | $ | [removed: 1,594.2] [added: 1,260.7] | | | | | $ | [removed: (1,248.6)] [added: (1,212.8)] | | | | | $ | [removed: (1,557.4)] [added: (1,248.6)] | | | | | $ | [removed: (124.8)] [added: (113.6)] | | | | | $ | [removed: (142.6)] [added: (124.8)] | |

| Foreign currency forwards | | | | | | $ | [removed: 219.4] [added: 196.2] | | | | | $ | [removed: 176.6] [added: 219.4] | | | | | $ | [removed: (1.4)] [added: 10.6] | | | | | $ | [removed: 7.6] [added: (1.4)] | | | | | $ | [removed: (23.6)] [added: (20.1)] | | | | | $ | [removed: (18.3)] [added: (23.6)] | |

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

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

[removed: Approximately 68%] [added: As] of [added: December 31, 2024, approximately 79% of] commodity swaps mature in [removed: 2024, 29% mature in] 2025 and [removed: 3%] [added: 21%] mature [removed: thereafter.][added: in 2026.]

| Swaps | | | | | | $ | [removed: 653.5] [added: 376.4] | | | | | $ | [removed: 525.2] [added: 653.5] | | | | | $ | [removed: (30.4)] [added: 3.7] | | | | | $ | [removed: 69.0] [added: (30.4)] | | | | | $ | [removed: (58.1)] [added: (36.3)] | | | | | $ | [removed: (55.8)] [added: (58.1)] | |

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

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

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| *(In millions)* | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2023 | | |

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2024 and December 31, 2023.

| *(In millions)* | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2023 | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2023 | | |

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

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.

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Business [added: and Market] Overview

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

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

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

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

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

Our primary founders, the Molson, Coors and Miller families date back [removed: to] over two [removed: centuries ago.][added: centuries.]

[removed: In] [added: Therefore, in] October 2023, we announced our Acceleration Plan, building off the successes achieved under the Revitalization [removed: Plan.][added: Plan, which was announced in October 2019.]

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

No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

[removed: Americas Segment][added: *Americas Segment*]

We currently operate nine primary breweries, [removed: nine] [added: three] craft breweries and two container operations.

We also have authorizations from The Coca-Cola Company that grant us the right to produce, market, sell and distribute [removed: *Topo Chico Hard Seltzer* and] *Simply Spiked* branded products in the U.S. and Canada, [removed: and *Peace] [added: as well as *Topo Chico] Hard [removed: Tea* branded] [added: Seltzer*] products in the U.S. [added: We have agreements to brew, package and ship products for The Yuengling Company ("TYC") in the U.S.]

[removed: EMEA&APAC Segment][added: *EMEA&APAC Segment*]

The majority of our EMEA&APAC segment sales are in the U.K., Croatia, [removed: Czech Republic and] Romania [added: and the Czech Republic,] with the U.K. representing over 55% of the segment's net sales in [removed: 2023.][added: 2024.]

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

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

Additionally, we sell *Staropramen, [removed: Coors*, *Madri*] [added: Coors,* *Madrí Excepcional*] and *Miller Genuine Draft* in various countries.

[removed: Unallocated][added: *Unallocated*]

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

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

While the [added: majority of the] market is [removed: dominated] [added: represented] 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 [removed: products from time to time.][added: products.]

[removed: During] [added: In addition, 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.

We believe we are well positioned to compete in this continually evolving market, particularly in [added: beer and beyond] beer, [removed: flavor] [added: including, flavor, full strength spirits] and [removed: beyond.][added: non-alcoholic beverages where we think we have a right to win.]

In addition to [removed: these brands,] [added: offering beers in various price segments,] we offer products in various categories like flavored [removed: malt] beverages (which includes hard seltzers), craft, [removed: ready to drink beverages,] spirits and [removed: energy] [added: non-alcoholic] beverages [removed: as well as beers in various price segments.][added: including energy drinks.]

Above Premium [removed: Brands] *\- [added: Arnold Palmer Spiked*,] Aspall Cider, [added: Beck's*,] Blue Moon, [added: Blue Run Spirits*, Cobra, Corona Extra*,] Coors Original, Five [removed: Trail,* *Hop Valley* brands*,] [added: Trail, Heineken*,] Leinenkugel's* brands*, [removed: Madri,] [added: Madrí Excepcional,] Miller Genuine Draft, Molson Ultra*, [added: *Peroni Nastro Azurro*, Pilsner Urquell*, Redd's* brands*,] *Sharp's, [added: Simply Spiked*, Sol*,] Staropramen, [added: Stella Artois*, Topo Chico Hard Seltzer*,] Vizzy Hard [removed: Seltzer*][added: Seltzer, ZOA Energy]

Premium *\- Bergenbier, Borsodi, [added: Burgasko, Caraiman,] Carling, Coors Banquet, Coors Light, Jelen, Kamenitza, Miller Lite, Molson Canadian* brands*, Niksicko, Ožujsko*

Economy *- Branik, Icehouse, Keystone, [added: Lowenbrau*,] Miller High Life, Milwaukee's Best, Steel Reserve*

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

In the U.S. and Canada, we compete most directly with Anheuser-Busch InBev SA/NV ("ABI") [removed: brands,] [added: and Constellation Brands, Inc.,] but we also compete with imports and other providers of craft beer and flavored malt beverages.

In the European countries where we currently operate, our primary competitors are [removed: ABI,] [added: Heineken,] Asahi, Carlsberg and [removed: Heineken.][added: ABI.]

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

This has resulted in a reduction in the beer segment's lead in the overall alcohol beverage [removed: market.][added: market over the last decade.]

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

Coors Distributing Company distributed approximately 5% of our total owned and non-owned Americas segment net sales for the year ended December 31, [removed: 2023.][added: 2024.]

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

[removed: In Ontario, beer] [added: As of the end of October 2024, every eligible convenience, grocery and big-box grocery store in Ontario] is [removed: primarily sold at] [added: now able to sell beer, cider, wine and ready-to-drink alcoholic beverages in addition to the previously allowed] retail outlets operated by BRI, [removed: at] government-regulated retail outlets operated by the Liquor Control Board of Ontario ("LCBO"), [removed: at] approved agents of the LCBO, [removed: at] certain licensed grocery stores, or [removed: at] any bar, restaurant, or tavern licensed by the LCBO to sell alcohol for on-premise consumption.

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

Retail sales for off-premise consumption are made through grocery and convenience stores, as well as government operated [removed: outlets.][added: outlets operated by the Société des Alcools du Québec, a government corporation in Québec.]

In [removed: the Caribbean,] Latin [removed: and South] America, we use a combination of export models and license agreements to sell *Blue Moon, Coors Light, Miller Genuine Draft, Miller High Life, Miller Lite* and other brands.

Our History

We also have partner brands, such as *Simply Spiked*, *ZOA Energy*, among others, through license, distribution, partnership and joint venture agreements.

Our Industry and Our Competitors

Although we believe consolidation among current major brewers has largely concluded, the current landscape primarily features smaller-scale acquisitions including exports, licensing, and partnership arrangements.

These activities continue to occur predominantly among the same global competitors that represent the majority of the market.

We are the fourth largest global brewer in the world.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

Our Strategy

Consumers are also expanding further into spirits, particularly to spirits-based ready-to-drink alcoholic beverages.

Under this plan, we aim to further accelerate our premiumization efforts, targeting one-third of our global brand portfolio within the above premium category in the medium term, while continuing to invest in operational enhancements and expanding beyond beer.

Our core power brands, such as *Coors Light*, *Miller Lite*, *Coors Banquet, Molson Canadian*, *Carling* and *Ožujsko* are important to the success of our long-term growth and therefore, we have focused efforts to expand strategic distribution and increase brand visibility while staying relevant with consumers.

This includes premiumizing our product mix, leveraging learnings from and building on the successes achieved in certain markets such as EMEA&APAC.

Our investments in capabilities across our organization that support premiumization and focused innovation, supply chain efficiencies and commercial effectiveness across geographies are central to this strategy, designed to ensure that we have the infrastructure to support both profitable growth and diversification.

Our reporting segments include the Americas and EMEA&APAC.

Additionally, we had a contract brewing arrangement with Pabst Brewing Company, LLC, as well as a brewing and packaging agreement with FIFCO USA for Labatt brands in Canada for export, both of which ended in the fourth quarter of 2024.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

Our EMEA&APAC segment includes the sale of factored brands in the U.K. which occurs when we distribute beer, wine, spirits and other products owned and produced by other companies to the on-premise channel, such as bars and restaurants.

Sales from factored brands are included in our net sales and cost of goods sold when ultimately sold.

We have certain activity that is not allocated to our segments, which is reflected in "Unallocated".

Unallocated primarily includes certain financing-related activities such as interest expense and interest income, foreign exchange gains and losses on intercompany balances as well as realized and unrealized changes in fair value on derivative instruments not designated in hedging relationships related to financing and other treasury-related activities.

In the U.K., although the regulatory framework for these areas broadly aligns with the EU, there are some differences due to the U.K.'s departure from the EU ("Brexit"), particularly in areas such as labeling, marketing, and data protection standards.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

In contrast, the U.K. has established its own excise duty system post-Brexit, which includes specific rates and requirements.

Products and Operations

We have a diverse portfolio of beloved and iconic owned and partner brands.

These agreements may only reside in certain geographies and not all markets globally.

In 2024, Ontario experienced an expansion of the retail sale of alcoholic beverages.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

By the year ended December 31, 2023, and continuing into the year ended December 31, 2024, we observed a more normalized level of on-premise volume as a percentage of total volume, returning to approximately 16% on-premise in the U.S. and Canada and above 60% on-premise in the U.K., the largest region in our EMEA&APAC segment, largely consistent with pre-pandemic distribution patterns.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

In the EMEA&APAC segments, we manage packaging needs through diversified contracts, which have provided a reliable supply of aluminum cans, glass bottles, and kegs.

Flexible keg sourcing adapts to annual changes, enhancing supply security without long-term commitments.

Sustainability

Governance

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

We believe fostering a strong culture with a highly engaged workforce is critical to how we operate, from how we work together to how we grow as a company.

Related action plans for the Americas and EMEA&APAC segments are expected to be delivered through three key pillars: People, Workplace and Marketplace.

To be first choice for our employees, we deploy programs, policies and initiatives to foster a culture of engagement where employees have the opportunity to learn and grow, developing both professionally and personally.

- Business Resource Groups - In both Americas and EMEA&APAC, we promoted and supported our self-governed employee Business Resource Groups ("BRGs") in their work to connect, engage, and develop their members while achieving business and strategic objectives.

Our BRGs are supportive to their members and allies and are acknowledged internally and externally for building an inclusive workplace, supporting business growth and member development and enriching the communities in which we do business.

Our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific regions.

Our Americas segment consists of the production, importing, marketing, distribution and sales of our brands 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 the second largest brewer by volume in North America, representing approximately 23% of the total 2023 North America beer market, which is the largest region of our Americas segment.

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

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

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 products which are beverage brands owned by other companies but sold and delivered to retail by us) in 2023.

Our EMEA&APAC segment includes the sale of factored brands and our consolidated joint venture arrangement for the production and distribution of *Cobra* brands in the U.K.

Industry Overview

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

Consumer trends and preferences continue to evolve.

In addition, consumers continue to push the industry toward above premium products, including flavored beverages, imports and beyond beer altogether.

We have a diverse portfolio of beloved and iconic owned and partner brands including our core power brands of *Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling* and *Ožujsko*.

We continue to invest in and focus on growing these brands.

Owned Brands

Partner Brands

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

Competition

We believe accelerating our growth and increasing or maintaining our market share will require us to build on the strength of our core power brands, aggressively premiumize our portfolio and scale and expand in the fast-growing areas of the industry and beyond the beer aisle.

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

In Québec, the distribution and sale of beer is governed by the Société des Alcools du Québec ("SAQ").

We have an agreement with Tradeteam Ltd. ("Tradeteam," a subsidiary of DHL) to provide the distribution of our products throughout the U.K. until April 2029.

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.

Manufacturing, Production and Packaging

Other brewing adjuncts are sourced from three main suppliers, all in the U.S. and Canada, with a portion of our supply committed through 2024 and a portion committed through 2025.

We saw a shift back from aluminum cans to kegs during 2021 and 2022 as the on-premise progressively reopened after being shut down during the coronavirus pandemic.

In EMEA&APAC, we have long-term agreements with various suppliers that cover all of our required supply of cans.

The standard bottle for beer brewed in Canada is the 341ml returnable bottle and represents more than half of bottle sales in Canada.

While we experienced some challenges in obtaining supplies required for certain packaging materials in 2021 and 2022 as a result of the global supply chain disruption, partially due to the impact of the coronavirus pandemic and the Russia-Ukraine conflict, these more severe supply constraints were short term in nature and, overall, did not materially impact our ability to produce product and meet production forecasts.

We do not currently foresee future difficulties in accessing packaging materials in the near term.

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

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

Excise taxes are also levied in specific state and local jurisdictions at varying rates.

The U.K. left the EU during 2020.

As such, there are similarities in the regulations that apply to many parts of our EMEA&APAC segment's operations and products, including brewing, food safety, labeling and packaging, marketing and advertising, environmental, health and safety, employment, data protection and regulations.

People and Planet

Governance of Our People and Planet Strategy

Further, the CHR Committee is responsible for overseeing our progress against our social initiatives related to human capital management.

*Diversity, Equity & Inclusion*

We believe DEI should be deeply embedded in our corporate culture and how we operate, from how we work together to how we grow as a company.

We have created roadmaps and action plans for the Americas and EMEA&APAC segments based on an assessment of our existing culture, programs and talent management processes.

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."](#i449ac7aa47ab4fc0816446f981ee359b_154)][added: Contingencies."](#i4624113790654e7dbe1baef318272938_157)]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| [removed: 1.25%] [added: 3.800%] Senior Notes due [removed: 2024] [added: 2032] | | | | | | TAP [removed: 24] [added: 32] | | | | | | New York Stock Exchange | | |

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 [removed: trading] [added: business] day of the registrant's most recently completed second fiscal [removed: quarter, June 30, 2023,] [added: quarter] was approximately [removed: $12.0] [added: $8.9] billion based upon the last sales price reported for such date on the New York Stock Exchange and the Toronto Stock Exchange.

For purposes of this disclosure, shares of common and exchangeable stock held by officers and directors of the registrant (and their respective [removed: affiliates) as of June 30, 2023,] [added: affiliates),] 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: 13, 2024.][added: 11, 2025.]

Class B Common [removed: Stock—198,001,985] [added: Stock—190,157,977] shares

As of February [removed: 13, 2024,] [added: 11, 2025,] the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

Class B Exchangeable [removed: Shares—9,362,866] [added: Shares—7,205,946] shares

Documents Incorporated by Reference: Portions of the registrant's definitive proxy statement for the registrant's [removed: 2024] [added: 2025] 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: 2023,] [added: 2024,] are incorporated by reference under Part III of this Annual Report on Form 10-K.

| [Glossary of Terms and [removed: Abbreviations](#i449ac7aa47ab4fc0816446f981ee359b_10)] [added: Abbreviations](#i4624113790654e7dbe1baef318272938_10)] | | | | | | | | | [removed: [2](#i449ac7aa47ab4fc0816446f981ee359b_10)] [added: [2](#i4624113790654e7dbe1baef318272938_10)] | | |

| [Cautionary [removed: Statement](#i449ac7aa47ab4fc0816446f981ee359b_13)] [added: Statement](#i4624113790654e7dbe1baef318272938_13)] | | | | | | | | | [removed: [3](#i449ac7aa47ab4fc0816446f981ee359b_13)] [added: [3](#i4624113790654e7dbe1baef318272938_13)] | | |

| [Risk Factors [removed: Summary](#i449ac7aa47ab4fc0816446f981ee359b_16)] [added: Summary](#i4624113790654e7dbe1baef318272938_16)] | | | | | | | | | [removed: [3](#i449ac7aa47ab4fc0816446f981ee359b_16)] [added: [3](#i4624113790654e7dbe1baef318272938_16)] | | |

| [Item [removed: 1.](#i449ac7aa47ab4fc0816446f981ee359b_22)] [added: 1.](#i4624113790654e7dbe1baef318272938_22)] | | | | | | [removed: [Business](#i449ac7aa47ab4fc0816446f981ee359b_22)] [added: [Business](#i4624113790654e7dbe1baef318272938_22)] | | | [removed: [5](#i449ac7aa47ab4fc0816446f981ee359b_22)] [added: [5](#i4624113790654e7dbe1baef318272938_22)] | | |

| [Item [removed: 1A.](#i449ac7aa47ab4fc0816446f981ee359b_25)] [added: 1A.](#i4624113790654e7dbe1baef318272938_25)] | | | | | | [Risk [removed: Factors](#i449ac7aa47ab4fc0816446f981ee359b_25)] [added: Factors](#i4624113790654e7dbe1baef318272938_25)] | | | [removed: [14](#i449ac7aa47ab4fc0816446f981ee359b_25)] [added: [13](#i4624113790654e7dbe1baef318272938_25)] | | |

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| [Item [removed: 3.](#i449ac7aa47ab4fc0816446f981ee359b_34)] [added: 3.](#i4624113790654e7dbe1baef318272938_37)] | | | | | | [Legal [removed: Proceedings](#i449ac7aa47ab4fc0816446f981ee359b_34)] [added: Proceedings](#i4624113790654e7dbe1baef318272938_37)] | | | [removed: [33](#i449ac7aa47ab4fc0816446f981ee359b_34)] [added: [35](#i4624113790654e7dbe1baef318272938_37)] | | |

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| [PART [removed: II.](#i449ac7aa47ab4fc0816446f981ee359b_40)] [added: II.](#i4624113790654e7dbe1baef318272938_43)] | | | | | | | | | | | |

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| [Item [removed: 7A.](#i449ac7aa47ab4fc0816446f981ee359b_85)] [added: 7A.](#i4624113790654e7dbe1baef318272938_88)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i449ac7aa47ab4fc0816446f981ee359b_85)] [added: Risk](#i4624113790654e7dbe1baef318272938_88)] | | | [removed: [52](#i449ac7aa47ab4fc0816446f981ee359b_85)] [added: [55](#i4624113790654e7dbe1baef318272938_88)] | | |

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| [Item [removed: 9A.](#i449ac7aa47ab4fc0816446f981ee359b_178)] [added: 9A.](#i4624113790654e7dbe1baef318272938_181)] | | | | | | [Controls and [removed: Procedures](#i449ac7aa47ab4fc0816446f981ee359b_178)] [added: Procedures](#i4624113790654e7dbe1baef318272938_181)] | | | [removed: [118](#i449ac7aa47ab4fc0816446f981ee359b_178)] [added: [122](#i4624113790654e7dbe1baef318272938_181)] | | |

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| [Item [removed: 9C.](#i449ac7aa47ab4fc0816446f981ee359b_184)] [added: 9C.](#i4624113790654e7dbe1baef318272938_187)] | | | | | | [Disclosures Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i449ac7aa47ab4fc0816446f981ee359b_184)] [added: Inspection](#i4624113790654e7dbe1baef318272938_187)] | | | [removed: [119](#i449ac7aa47ab4fc0816446f981ee359b_184)] [added: [123](#i4624113790654e7dbe1baef318272938_187)] | | |

| [Item [removed: 10.](#i449ac7aa47ab4fc0816446f981ee359b_190)] [added: 10.](#i4624113790654e7dbe1baef318272938_193)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i449ac7aa47ab4fc0816446f981ee359b_190)] [added: Governance](#i4624113790654e7dbe1baef318272938_193)] | | | [removed: [119](#i449ac7aa47ab4fc0816446f981ee359b_190)] [added: [123](#i4624113790654e7dbe1baef318272938_193)] | | |

| [Item [removed: 11.](#i449ac7aa47ab4fc0816446f981ee359b_193)] [added: 11.](#i4624113790654e7dbe1baef318272938_196)] | | | | | | [Executive [removed: Compensation](#i449ac7aa47ab4fc0816446f981ee359b_193)] [added: Compensation](#i4624113790654e7dbe1baef318272938_196)] | | | [removed: [119](#i449ac7aa47ab4fc0816446f981ee359b_193)] [added: [123](#i4624113790654e7dbe1baef318272938_196)] | | |

| [Item [removed: 12.](#i449ac7aa47ab4fc0816446f981ee359b_196)] [added: 12.](#i4624113790654e7dbe1baef318272938_199)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i449ac7aa47ab4fc0816446f981ee359b_196)] [added: Matters](#i4624113790654e7dbe1baef318272938_199)] | | | [removed: [119](#i449ac7aa47ab4fc0816446f981ee359b_196)] [added: [123](#i4624113790654e7dbe1baef318272938_199)] | | |

| [Item [removed: 13.](#i449ac7aa47ab4fc0816446f981ee359b_199)] [added: 13.](#i4624113790654e7dbe1baef318272938_202)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i449ac7aa47ab4fc0816446f981ee359b_199)] [added: Independence](#i4624113790654e7dbe1baef318272938_202)] | | | [removed: [120](#i449ac7aa47ab4fc0816446f981ee359b_199)] [added: [123](#i4624113790654e7dbe1baef318272938_202)] | | |

| [Item [removed: 14.](#i449ac7aa47ab4fc0816446f981ee359b_202)] [added: 14.](#i4624113790654e7dbe1baef318272938_205)] | | | | | | [Principal [removed: Account](#i449ac7aa47ab4fc0816446f981ee359b_202)[ant](#i449ac7aa47ab4fc0816446f981ee359b_202)] [added: Account](#i4624113790654e7dbe1baef318272938_205)[ant](#i4624113790654e7dbe1baef318272938_205)] [Fees and [removed: Services](#i449ac7aa47ab4fc0816446f981ee359b_202)] [added: Services](#i4624113790654e7dbe1baef318272938_205)] | | | [removed: [120](#i449ac7aa47ab4fc0816446f981ee359b_202)] [added: [123](#i4624113790654e7dbe1baef318272938_205)] | | |

| [Item [removed: 15.](#i449ac7aa47ab4fc0816446f981ee359b_208)] [added: 15.](#i4624113790654e7dbe1baef318272938_211)] | | | | | | [removed: [Exhibits](#i449ac7aa47ab4fc0816446f981ee359b_208)] [added: [Exhibits](#i4624113790654e7dbe1baef318272938_211)] [and [removed: Financial](#i449ac7aa47ab4fc0816446f981ee359b_208)] [added: Financial](#i4624113790654e7dbe1baef318272938_211)] [Statement [removed: Schedules](#i449ac7aa47ab4fc0816446f981ee359b_208)] [added: Schedules](#i4624113790654e7dbe1baef318272938_211)] | | | [removed: [120](#i449ac7aa47ab4fc0816446f981ee359b_208)] [added: [124](#i4624113790654e7dbe1baef318272938_211)] | | |

| [Item [removed: 16.](#i449ac7aa47ab4fc0816446f981ee359b_214)] [added: 16.](#i4624113790654e7dbe1baef318272938_217)] | | | | | | Form 10-K [removed: [Summary](#i449ac7aa47ab4fc0816446f981ee359b_214)] [added: [Summary](#i4624113790654e7dbe1baef318272938_217)] | | | [removed: [126](#i449ac7aa47ab4fc0816446f981ee359b_214)] [added: [130](#i4624113790654e7dbe1baef318272938_217)] | | |

This Annual Report on Form 10-K ("this report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as [removed: amended,] [added: amended] (the "Exchange Act").

Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and under the heading [Items Affecting Reported [removed: Results](#i449ac7aa47ab4fc0816446f981ee359b_52),] [added: Results](#i4624113790654e7dbe1baef318272938_55),] with respect [removed: to] [added: to, among others,] expectations of cost inflation, limited consumer disposable income, consumer preferences, overall volume and market share trends, [added: our competitive position,] pricing trends, [removed: industry] [added: macroeconomic] forces, [added: beverage industry trends,] cost reduction strategies, [added: execution of our Acceleration Plan,] shipment levels and profitability, the sufficiency of capital resources, anticipated results, expectations for funding future capital expenditures and operations, effective tax rate, debt service capabilities, timing and amounts of debt and leverage levels, Preserving the Planet and related environmental initiatives and expectations regarding future dividends and share repurchases.

Words such as "expects," [removed: "intend,"] [added: "intends,"] "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies" and variations of such words and similar expressions are intended to identify forward-looking statements.

Risk [removed: Factors,](#i449ac7aa47ab4fc0816446f981ee359b_25)] [added: Factors,](#i4624113790654e7dbe1baef318272938_25)] elsewhere throughout this report and those described from time to time in our past and future reports filed with the SEC.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| [PART I.](#i4624113790654e7dbe1baef318272938_19) | | | | | | | | | | | |

| [Item 1C.](#i4624113790654e7dbe1baef318272938_31) | | | | | | [Cybersecurity](#i4624113790654e7dbe1baef318272938_31) | | | [32](#i4624113790654e7dbe1baef318272938_31) | | |

| [PART III.](#i4624113790654e7dbe1baef318272938_190) | | | | | | | | | | | |

| [PART IV.](#i4624113790654e7dbe1baef318272938_208) | | | | | | | | | | | |

| [Signatures](#i4624113790654e7dbe1baef318272938_220) | | | | | | | | | [130](#i4624113790654e7dbe1baef318272938_220) | | |

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| NCI | | | Noncontrolling interest | | |

| NPNS | | | Normal purchase normal sale | | |

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

- climate change, sustainability, human rights, human capital and regulations;

- the integration and use of artificial intelligence and similar technology;

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| [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) | | |

| PBO | | | Projected benefit obligation | | |

| STWs | | | Sales-to-wholesalers | | |

- artificial intelligence and machine learning risks and challenges;

- environmental, social and governance ("ESG") issues and regulations;

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

Our [removed: Global Chief Information Officer] [added: CIO] has over 35 years of relevant industry experience, including over [removed: 29] [added: 30] years at our Company.

Our [removed: Senior Director] [added: Vice President] of Information [added: Technology] Security [removed: functions as our] [added: and] Chief Information Security Officer [removed: and] [added: ("CISO")] has over 20 years of relevant industry experience.

Our Board, Audit Committee and [added: its Technology Subcommittee and] senior management receive periodic briefings from the [removed: Global Chief Information Officer] [added: CIO] and the [removed: Senior Director of Information Security,] [added: CISO,] concerning cybersecurity, information security and technology risks, and our related risk mitigation programs.

The Audit Committee [removed: is] [added: and its Technology Subcommittee are] 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 [added: and its Technology Subcommittee] provides another level of cybersecurity oversight through engagements at each [removed: Audit Committee] [added: Technology Subcommittee] meeting with senior management, including our [removed: Global Chief Information Officer] [added: CIO] and [removed: the Senior Director of Information Security.][added: CISO.]

The [removed: Audit Committee] [added: Technology Subcommittee] regularly reports to the [removed: Board] [added: Audit Committee] regarding these matters.

See also [Part I—Item 1A Risk [removed: Factors](#i449ac7aa47ab4fc0816446f981ee359b_25)] [added: Factors](#i4624113790654e7dbe1baef318272938_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.

Further, the Audit Committee regularly reports to the Board regarding these matters, including the matters discussed at the Technology Subcommittee.

Additionally, we operate an Artificial Intelligence ("AI") governance program to ensure proper risk management and regulatory compliance where applicable with this expanding capability; managing ethical, legal, cyber, data privacy and other technology risks associated with the use of AI and Generative AI technologies.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

As of February [removed: 20, 2024,] [added: 18, 2025,] our major facilities were owned (unless otherwise indicated) and are as follows:

The sale and leaseback agreement is [added: due to terminate] in [removed: effect until we relocate] [added: February 2025 ahead of relocation] to an owned facility [removed: location] [added: near the Burton-on-Trent brewery] that will serve as the [removed: new] EMEA&APAC segment operational [removed: headquarters.][added: headquarters from March 2025.]

(3)The Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively accounted for approximately [removed: 78%] [added: 77%] of our Americas segment production for the year ended December 31, [removed: 2023.][added: 2024.]

(5)The Burton-on-Trent, Prague, Ploiesti, Apatin and Zagreb breweries collectively accounted for approximately [removed: 74%] [added: 73%] of our EMEA&APAC segment production for the year ended December 31, [removed: 2023.][added: 2024.]

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

During the year ended December 31, [removed: 2023,] [added: 2024,] our operating facilities were not capacity constrained.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

The approximate number of record security holders by class of stock at February [removed: 13, 2024,] [added: 11, 2025,] is as follows:

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

| Class B common stock, $0.01 par value | | | | | | [removed: 2,880] [added: 2,838] | | |

| Class A exchangeable shares, no par value | | | | | | [removed: 205] [added: 202] | | |

| Class B exchangeable shares, no par value | | | | | | [removed: 2,214] [added: 2,143] | | |

The graph assumes $100 was invested on December 31, [removed: 2018,] [added: 2019,] in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends.

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

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: 2023:][added: 2024:]

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

(1)On September 29, 2023, [removed: the] [added: our] 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.

Share repurchases may be made in the open market, in structured [removed: transactions,] [added: transactions] or in privately negotiated transactions.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| Molson Coors | | | $ | 100.00 | | | | | $ | 84.84 | | | | | $ | 88.30 | | | | | $ | 101.01 | | | | | $ | 128.51 | | | | | $ | 122.38 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 118.39 | | | | | $ | 152.34 | | | | | $ | 124.73 | | | | | $ | 158.11 | | | | | $ | 198.75 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 86.60 | | | | | $ | 88.58 | | | | | $ | 88.84 | | | | | $ | 95.02 | | | | | $ | 79.29 | |

A quarterly dividend of $0.44 per share was declared and paid to eligible shareholders of record on the respective record dates throughout 2024 for a total of $1.76 per share or a CAD equivalent of CAD 2.39 per share.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| October 1, 2024 through October 31, 2024 | | | | | | 405,837 | | | | | | $ | 55.53 | | | | | 405,837 | | | | | | $ | 1,394,325,657 | |

| November 1, 2024 through November 30, 2024 | | | | | | 1,292,234 | | | | | | $ | 60.84 | | | | | 1,292,234 | | | | | | $ | 1,315,706,648 | |

| December 1, 2024 through December 31, 2024 | | | | | | 1,709,219 | | | | | | $ | 61.29 | | | | | 1,709,219 | | | | | | $ | 1,210,940,550 | |

| Total | | | | | | 3,407,290 | | | | | | $ | 60.44 | | | | | 3,407,290 | | | | | | $ | 1,210,940,550 | |

| 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 $0.34 per share was paid during the third and fourth quarters of 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.

| 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 | |

| [Management's [removed: Report](#i449ac7aa47ab4fc0816446f981ee359b_91)] [added: Report](#i4624113790654e7dbe1baef318272938_94)] | | | [removed: [56](#i449ac7aa47ab4fc0816446f981ee359b_91)] [added: [58](#i4624113790654e7dbe1baef318272938_94)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i449ac7aa47ab4fc0816446f981ee359b_94) 238[)](#i449ac7aa47ab4fc0816446f981ee359b_94)] [added: ID](#i4624113790654e7dbe1baef318272938_97) 238[)](#i4624113790654e7dbe1baef318272938_97)] | | | [removed: [57](#i449ac7aa47ab4fc0816446f981ee359b_94)] [added: [59](#i4624113790654e7dbe1baef318272938_97)] | | |

| [Consolidated Statements of [removed: Operations](#i449ac7aa47ab4fc0816446f981ee359b_97)] [added: Operations](#i4624113790654e7dbe1baef318272938_100)] | | | [removed: [60](#i449ac7aa47ab4fc0816446f981ee359b_97)] [added: [61](#i4624113790654e7dbe1baef318272938_100)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i449ac7aa47ab4fc0816446f981ee359b_100)] [added: (Loss)](#i4624113790654e7dbe1baef318272938_103)] | | | [removed: [61](#i449ac7aa47ab4fc0816446f981ee359b_100)] [added: [62](#i4624113790654e7dbe1baef318272938_103)] | | |

| [Consolidated Balance [removed: Sheets](#i449ac7aa47ab4fc0816446f981ee359b_103)] [added: Sheets](#i4624113790654e7dbe1baef318272938_106)] | | | [removed: [62](#i449ac7aa47ab4fc0816446f981ee359b_103)] [added: [63](#i4624113790654e7dbe1baef318272938_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i449ac7aa47ab4fc0816446f981ee359b_106)] [added: Flows](#i4624113790654e7dbe1baef318272938_109)] | | | [removed: [63](#i449ac7aa47ab4fc0816446f981ee359b_106)] [added: [64](#i4624113790654e7dbe1baef318272938_109)] | | |

| [Consolidated Statements of Stockholders' Equity and Noncontrolling [removed: Interests](#i449ac7aa47ab4fc0816446f981ee359b_109)] [added: Interests](#i4624113790654e7dbe1baef318272938_112)] | | | [removed: [65](#i449ac7aa47ab4fc0816446f981ee359b_109)] [added: [66](#i4624113790654e7dbe1baef318272938_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i449ac7aa47ab4fc0816446f981ee359b_112)] [added: Statements](#i4624113790654e7dbe1baef318272938_115)] | | | [removed: [67](#i449ac7aa47ab4fc0816446f981ee359b_112)] [added: [68](#i4624113790654e7dbe1baef318272938_115)] | | |

| [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i449ac7aa47ab4fc0816446f981ee359b_115)] [added: Policies"](#i4624113790654e7dbe1baef318272938_118)] | | | [removed: [67](#i449ac7aa47ab4fc0816446f981ee359b_115)] [added: [68](#i4624113790654e7dbe1baef318272938_118)] | | |

| [Note 2, "New Accounting [removed: Pronouncements"](#i449ac7aa47ab4fc0816446f981ee359b_118)] [added: Pronouncements"](#i4624113790654e7dbe1baef318272938_121)] | | | [removed: [77](#i449ac7aa47ab4fc0816446f981ee359b_118)] [added: [79](#i4624113790654e7dbe1baef318272938_121)] | | |

| [Note 5, [removed: "](#i449ac7aa47ab4fc0816446f981ee359b_127)[Property, Plant](#i449ac7aa47ab4fc0816446f981ee359b_127) [and Equipment](#i449ac7aa47ab4fc0816446f981ee359b_127)["](#i449ac7aa47ab4fc0816446f981ee359b_127)] [added: "Property, Plant and Equipment"](#i4624113790654e7dbe1baef318272938_130)] | | | [removed: [80](#i449ac7aa47ab4fc0816446f981ee359b_127)] [added: [83](#i4624113790654e7dbe1baef318272938_130)] | | |

| [Note 6, "Goodwill and Intangible [removed: Assets"](#i449ac7aa47ab4fc0816446f981ee359b_130)] [added: Assets"](#i4624113790654e7dbe1baef318272938_133)] | | | [removed: [81](#i449ac7aa47ab4fc0816446f981ee359b_130)] [added: [83](#i4624113790654e7dbe1baef318272938_133)] | | |

| [Note 7, "Accounts Payable and Other Current [removed: Liabilities"](#i449ac7aa47ab4fc0816446f981ee359b_133)] [added: Liabilities"](#i4624113790654e7dbe1baef318272938_136)] | | | [removed: [84](#i449ac7aa47ab4fc0816446f981ee359b_133)] [added: [87](#i4624113790654e7dbe1baef318272938_136)] | | |

| [Note 10, "Derivative Instruments and Hedging [removed: Activities"](#i449ac7aa47ab4fc0816446f981ee359b_142)] [added: Activities"](#i4624113790654e7dbe1baef318272938_145)] | | | [removed: [88](#i449ac7aa47ab4fc0816446f981ee359b_142)] [added: [91](#i4624113790654e7dbe1baef318272938_145)] | | |

| [Note 11, "Employee Retirement Plans and Postretirement [removed: Benefits"](#i449ac7aa47ab4fc0816446f981ee359b_145)] [added: Benefits"](#i4624113790654e7dbe1baef318272938_148)] | | | [removed: [93](#i449ac7aa47ab4fc0816446f981ee359b_145)] [added: [96](#i4624113790654e7dbe1baef318272938_148)] | | |

| [removed: [Note 13, "Commitments] [added: Commitments] and [removed: Contingencies"](#i449ac7aa47ab4fc0816446f981ee359b_154)] [added: contingencies ([Note 13](#i4624113790654e7dbe1baef318272938_157))] | | | [removed: [105](#i449ac7aa47ab4fc0816446f981ee359b_154)] | | | [added: | | | | | |]

| [Note 15, "Accumulated Other Comprehensive Income [removed: (Loss)"](#i449ac7aa47ab4fc0816446f981ee359b_160)] [added: (Loss)"](#i4624113790654e7dbe1baef318272938_163)] | | | [removed: [111](#i449ac7aa47ab4fc0816446f981ee359b_160)] [added: [114](#i4624113790654e7dbe1baef318272938_163)] | | |

| [Note 16, "Share-Based [removed: Payments"](#i449ac7aa47ab4fc0816446f981ee359b_163)] [added: Payments"](#i4624113790654e7dbe1baef318272938_166)] | | | [removed: [112](#i449ac7aa47ab4fc0816446f981ee359b_163)] [added: [116](#i4624113790654e7dbe1baef318272938_166)] | | |

| [Note 17, "Other Operating Income (Expense), [removed: net"](#i449ac7aa47ab4fc0816446f981ee359b_169)] [added: net"](#i4624113790654e7dbe1baef318272938_172)] | | | [removed: [115](#i449ac7aa47ab4fc0816446f981ee359b_169)] [added: [118](#i4624113790654e7dbe1baef318272938_172)] | | |

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] the Company's internal control over financial reporting was effective.

We have audited the accompanying consolidated balance sheets of Molson Coors Beverage Company and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and noncontrolling [removed: interests] [added: interests,] and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under [removed: item] [added: Item] 15(c) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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

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

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance related to the Americas reporting unit was [removed: $5,325] [added: $5,582] million as of December 31, [removed: 2023.][added: 2024.]

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 our reporting unit may include the following, as disclosed by management, (i) growth rates for sales, costs [added: of goods sold] 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 [removed: and / or weighted- average] [added: and/or 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 weighted average cost of [removed: capital] [added: capital, growth rates for sales] and growth rates for [removed: sales;] [added: costs of goods sold;] 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 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 weighted average cost of [removed: capital] [added: capital, growth rates for sales] and growth rates for [removed: sales.][added: costs of goods sold.]

Evaluating [removed: management's] [added: management’s] assumptions related to growth rates for sales [added: and growth rates for costs of goods sold] 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.

[removed: As of] [added: In conjunction with] the [removed: October 1,] [added: annual] 2023 [removed: testing date,] [added: goodwill impairment analysis, we also evaluated] the [added: indefinite-lived and definite-lived intangible assets within our Americas and EMEA&APAC reporting units and concluded that the] carrying value of the [removed: Staropramen] [added: *Staropramen*] family of brands in EMEA&APAC was determined to be in excess of its fair value such that [removed: an] [added: a partial] impairment loss of $160.7 million was recorded [removed: by management.][added: within other operating income (expense), net.]

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Sales | | | $ | [removed: 13,884.6] [added: 13,734.3] | | | | | $ | [removed: 12,807.5] [added: 13,884.6] | | | | | $ | [removed: 12,449.9] [added: 12,807.5] | |

| Excise taxes | | | [removed: (2,182.5)] [added: (2,107.3)] | | | | | | [removed: (2,106.5)] [added: (2,182.5)] | | | | | | [removed: (2,170.2)] [added: (2,106.5)] | | |

| Net sales | | | [removed: 11,702.1] [added: 11,627.0] | | | | | | [removed: 10,701.0] [added: 11,702.1] | | | | | | [removed: 10,279.7] [added: 10,701.0] | | |

| Cost of goods sold | | | [removed: (7,333.3)] [added: (7,093.6)] | | | | | | [removed: (7,045.8)] [added: (7,333.3)] | | | | | | [removed: (6,226.3)] [added: (7,045.8)] | | |

| Gross profit | | | [removed: 4,368.8] [added: 4,533.4] | | | | | | [removed: 3,655.2] [added: 4,368.8] | | | | | | [removed: 4,053.4] [added: 3,655.2] | | |

| Marketing, general and administrative expenses | | | [removed: (2,779.9)] [added: (2,717.5)] | | | | | | [removed: (2,618.8)] [added: (2,779.9)] | | | | | | [removed: (2,554.5)] [added: (2,618.8)] | | |

| [Note 3, "Investments"](#i4624113790654e7dbe1baef318272938_124) | | | [79](#i4624113790654e7dbe1baef318272938_124) | | |

| [Note 4, "Inventories"](#i4624113790654e7dbe1baef318272938_127) | | | [83](#i4624113790654e7dbe1baef318272938_127) | | |

| [Note 8, "Leases"](#i4624113790654e7dbe1baef318272938_139) | | | [87](#i4624113790654e7dbe1baef318272938_139) | | |

| [Note 9, "Debt"](#i4624113790654e7dbe1baef318272938_142) | | | [89](#i4624113790654e7dbe1baef318272938_142) | | |

| [Note 12, "Income Tax"](#i4624113790654e7dbe1baef318272938_154) | | | [105](#i4624113790654e7dbe1baef318272938_154) | | |

| [Note 14, "Stockholders' Equity"](#i4624113790654e7dbe1baef318272938_160) | | | [112](#i4624113790654e7dbe1baef318272938_160) | | |

| [Note 18, "Segment Reporting"](#i4624113790654e7dbe1baef318272938_175) | | | [119](#i4624113790654e7dbe1baef318272938_175) | | |

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

February 18, 2025

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| | | | December 31, 2024 | | | | | | December 31, 2023 | | |

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| Interest expense related to mandatorily redeemable noncontrolling interest | | | 46.5 | | | | | | — | | | | | | — | | |

| Other non-cash items, net | | | (77.1) | | | | | | — | | | | | | — | | |

| Other | | | (105.7) | | | | | | (23.1) | | | | | | (2.9) | | |

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

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

| Net income (loss) including noncontrolling interests | | | 1,163.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,122.4 | | | | | | — | | | | | | — | | | | | | 40.8 | | |

| Share repurchase program | | | (645.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (645.2) | | | | | | — | | |

| Reclassification of mandatorily redeemable noncontrolling interest to accounts payable and other current liabilities | | | (49.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.5) | | | | | | — | | | | | | (45.7) | | |

| Reclassification of noncontrolling interests to redeemable noncontrolling interests | | | (16.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16.1) | | |

| Balance as of December 31, 2024 | | | $ | 13,284.2 | | | | | $ | — | | | | | $ | 2.1 | | | | | $ | 100.8 | | | | | $ | 271.1 | | | | | $ | 7,223.6 | | | | | $ | 8,238.0 | | | | | $ | (1,362.4) | | | | | $ | (1,380.8) | | | | | $ | 191.8 | |

2024, 2023 and 2022 refers to the twelve months ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

Acquisitions and Buyouts

On October 31, 2024, we further increased our investment in ZOA for cash consideration of $53 million, bringing our ownership interest to 51% subsequent to the closing of the transaction.

As a result, we have recorded the transaction as a business combination, with ZOA included in our consolidated financial statements from the date of acquisition within the Americas reporting segment.

In March 2024, our CBPL partner exercised a put option under our partnership agreement in which we acquired the remaining 49.9% ownership interest resulting in a cash payment of $89 million on October 21, 2024, which was recorded as a cash outflow from financing activities.

See the redeemable noncontrolling interest section of this footnote for further discussion of this transaction.

Pro forma results of operations have not been presented as the impact is not material to our consolidated statements of operations or consolidated balance sheets.

The rollforward of our outstanding obligations confirmed as valid under our supplier finance program for the year ended December 31, 2024 was as follows:

| Confirmed obligations outstanding as of December 31, 2023 | | | $ | 147.5 | |

| Invoices confirmed during the year | | | 590.8 | | |

| Confirmed invoices paid during the year | | | (590.7) | | |

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

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

| [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 | | |

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

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