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What changed in Molson Coors Beverage Company's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Molson Coors Beverage Company's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+520 added−454 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-18)

Top changes in Molson Coors Beverage Company's 2025 10-K

520 paragraphs added · 454 removed · 367 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

73 edited+17 added−25 removed36 unchanged
Biggest changeWe collaborate with key partners on watershed management programs to improve the health of the Trinity River Basin watershed in Texas (home of our Fort Worth brewery) and the Upper South Platte River watershed in Colorado (home of our Golden brewery). • Packaging – We aim to use widely recyclable packaging materials such as aluminum cans, glass bottles and fiberboard cartons, and we are working to eliminate polyethylene terephthalate ("PET") bottles and single-use plastic rings for our beer brands in the U.S., Canada and the U.K. while our Central & Eastern European operations are on pace to ensuring the PET bottles in those markets contain at least 25% recycled content by the end of 2025 and 30% by the end of 2030. • Agricultural Practices – We work closely with our barley farmers in the U.S. and Canada to test and learn with different growing practices across multiple regions and collect a broad range of data including water consumption.
Biggest changeWe collaborate with key partners on watershed management programs to improve the health of the Trinity River Basin watershed in Texas (home of our Fort Worth brewery) and the Upper South Platte River watershed in Colorado (home of our Golden brewery). • Packaging – We aim to use widely recyclable packaging materials such as aluminum cans, glass bottles and fiberboard cartons, and we are working to eliminate polyethylene terephthalate ("PET") bottles and single-use plastic rings for our beer brands in the U.S., Canada and the U.K.
Americas Segment Our Americas segment 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 Latin America. We currently operate nine primary breweries, three craft breweries and two container operations. The Americas segment also includes partnership arrangements with Brewers' Retail Inc.
Americas Segment Our Americas segment consists of the production, importing, marketing, distribution and sales of our owned brands, partner brands and licensed brands in the U.S., Canada and various countries in Latin America. We currently operate nine primary breweries, three craft breweries and two container operations. The Americas segment also includes partnership arrangements with Brewers' Retail Inc.
In the Americas segment, a portion of the aluminum cans and ends are purchased from Rocky Mountain Metal Container ("RMMC"), our joint venture with Ball Corporation, whose production facilities, which are leased from us, are located near our brewery in Golden, Colorado.
In the Americas segment, a portion of our aluminum cans and ends are purchased from Rocky Mountain Metal Container ("RMMC"), our joint venture with Ball Corporation, whose production facilities, which are leased from us, are located near our brewery in Golden, Colorado.
In the Americas segment, a portion of the glass bottles are purchased from Rocky Mountain Bottle Company ("RMBC"), our joint venture with Owens-Brockway Glass Container, Inc., whose production facilities, which are leased from us, are located in Wheat Ridge, Colorado. We have supply agreements with Owens-Brockway Glass Container, Inc., and other vendors for requirements in excess of RMBC's production.
In the Americas segment, a portion of our glass bottles are purchased from Rocky Mountain Bottle Company ("RMBC"), our joint venture with Owens-Brockway Glass Container, Inc., whose production facilities, which are leased from us, are located in Wheat Ridge, Colorado. We have supply agreements with Owens-Brockway Glass Container, Inc., and other vendors for requirements in excess of RMBC's production.
From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko to our above premium brands including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy , to our economy and value brands like Miller High Life and Keystone Light , we produce many beloved and iconic beers.
From our core power brands, Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko, to our above premium brands, including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy , to our value brands, like Miller High Life and Keystone Light , we produce many beloved and iconic beers.
The Compensation and Human Resource Committee ("CHR Committee") of the Board is responsible for establishing and reviewing the overall compensation philosophy of our Company and providing oversight on certain human capital matters and initiatives, including those related to our talent retention and development, leadership development, talent pipeline, programs and systems for performance management, health and safety and our culture and engagement.
The Compensation and Human Resource Committee of the Board is responsible for establishing and reviewing the overall compensation philosophy of our Company and providing oversight on certain human capital matters and initiatives, including those related to our talent retention and development, leadership development, talent pipeline, programs and systems for performance management, health and safety and our culture and engagement.
We gauge our employees’ sentiments through Employee Experience surveys three times a year in the Americas and yearly in EMEA&APAC. In addition, our Chief Executive Officer regularly hosts question and answer sessions available to all employees.
We gauge our employees’ sentiments through Employee Experience surveys generally three times a year in the Americas and yearly in EMEA&APAC. In addition, our Chief Executive Officer regularly hosts question and answer sessions available to all employees.
These agreements may only reside in certain geographies and not all markets globally. Sales and Distribution Our go to market strategy differs between geographic regions due to the differences in regulations among those areas. No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, 2024, 2023 or 2022.
These agreements may only reside in certain geographies and not all markets globally. Sales and Distribution Our go to market strategy differs between geographic regions due to the differences in regulations among those areas. No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, 2025, 2024 or 2023.
We have supply agreements with Ball Corporation and other vendors to purchase aluminum containers in addition to what is supplied from RMMC.
We have supply agreements with Ball Corporation and other vendors to purchase aluminum containers and ends in addition to what is supplied from RMMC.
Coors Distributing Company distributed approximately 5% of our total owned and non-owned Americas segment net sales for the year ended December 31, 2024. Transportation of our products to distributors in the U.S. is primarily contracted through third-party logistics providers and shipped by truckload.
Coors Distributing Company distributed approximately 5% of our total owned and non-owned Americas segment net sales for the year ended December 31, 2025. Transportation of our products to distributors in the U.S. is primarily contracted through third-party logistics providers and shipped by truckload.
To operate breweries and conduct our business in these countries, we must obtain and maintain numerous permits and licenses from various governmental agencies. 7 Table of Content s All of the government(s) of each country in which we sell our products in the EMEA&APAC segment levy excise taxes on alcohol beverages.
To operate breweries and conduct our business in these countries, we must obtain and maintain numerous permits and licenses from various governmental agencies. All of the government(s) of each country in which we sell our products in the EMEA&APAC segment levy excise taxes on alcohol beverages.
These programs include a blend of classroom training, coaching and mentoring and experiential action learning projects. 11 Table of Content s • Employee Engagement - We believe that engaging our employees through surveys during the onboarding process and throughout the employee journey provides us with valuable insight into how we can develop our company culture to help ensure that our people feel supported and are able to thrive at our company.
These programs include a blend of classroom training, coaching and mentoring and experiential action learning projects. • Employee Engagement - We believe that engaging our employees through surveys during the onboarding process and throughout the employee journey provides us with valuable insight into how we can develop our company culture to help ensure that our people feel supported and are able to thrive at our company.
Our 2024 initiatives and progress included: • 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 2025 initiatives and progress included: • Business Resource Groups - In both the 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.
It is also common in the U.K. for brewers to distribute beer, wine, spirits and other products owned and produced by other companies, which we refer to as factored brands, to the on-premise channel. Approximately 18% of our EMEA&APAC segment net sales in 2024 represented factored brands.
It is also common in the U.K. for brewers to distribute beer, wine, spirits and other products owned and produced by other companies, which we refer to as factored brands, to the on-premise channel. Approximately 20% of our EMEA&APAC segment net sales in 2025 represented factored brands.
While our 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 and non-alcoholic beverages. We also have partner brands, such as Simply Spiked , ZOA Energy , among others, through license, distribution, partnership and joint venture agreements.
While our 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 and non-alcoholic beverages. We also have partner brands, such as Simply Spiked , ZOA Energy , Fever-Tree, among others, through license, distribution, partnership and joint venture agreements.
BDL manages the distribution of our products throughout British Columbia, Alberta, Manitoba and Saskatchewan. 8 Table of Content s In Latin 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.
BDL manages the distribution of our products throughout British Columbia, Alberta, Manitoba and Saskatchewan. In Latin 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.
EMEA&APAC Segment The EMEA&APAC segment consists of the production, marketing and sales of our primary brands as well as other owned and licensed brands in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific regions.
EMEA&APAC Segment Our EMEA&APAC segment consists of the production, marketing and sales of our owned brands, partner brands and licensed brands in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific regions.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" under the caption " Environmental" for additional information regarding environmental matters. 12 Table of Content s Global Intellectual Property We own trademarks on the majority of the brands we produce and have licenses for the remainder.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" under the caption " Environmental" for additional information regarding environmental matters. Global Intellectual Property We own trademarks on the majority of the brands we produce and have licenses for the remainder.
At the management level, our executive leadership team, chaired by the Chief Executive Officer, is responsible for the oversight and the evolution of Our Imprint Strategy. Our Vice President of Sustainability & EHS works closely with the executive leadership team on strategy development, initiative implementation and progress for our environmental sustainability focus areas.
At the management level, our executive leadership team, chaired by the Chief Executive Officer, is responsible for the oversight and the evolution of Our Imprint Strategy. Our Vice President of Sustainability and Environment, Health and Safety works closely with the executive leadership team on strategy development, initiative implementation and progress for our environmental sustainability focus areas.
The following presents the primary brands sold: Above Premium - Arnold Palmer Spiked*, Aspall Cider, Beck's*, Blue Moon, Blue Run Spirits*, Cobra, Corona Extra*, Coors Original, Five Trail, Heineken*, Leinenkugel's brands , Madrí Excepcional, Miller Genuine Draft, Molson Ultra , Peroni Nastro Azurro*, Pilsner Urquell*, Redd's brands*, Sharp's, Simply Spiked*, Sol*, Staropramen, Stella Artois*, Topo Chico Hard Seltzer*, Vizzy Hard Seltzer, ZOA Energy* Premium - Bergenbier, Borsodi, Burgasko, Caraiman, Carling, Coors Banquet, Coors Light, Jelen, Kamenitza, Miller Lite, Molson Canadian brands , Niksicko, Ožujsko Economy - Branik, Icehouse, Keystone, Lowenbrau*, Miller High Life, Milwaukee's Best, Steel Reserve * Represents various partner brand agreements with third parties, such as license, distribution, partnership and joint venture agreements.
The following presents the primary brands sold: Above Premium - Arnold Palmer Spiked*, Aspall Cider, Beck's*, Blue Moon, Blue Run Spirits*, Cobra, Corona Extra*, Coors Original, Fever-Tree*, Heineken*, Hidra*, Leinenkugel's brands , Madrí Excepcional, Miller Genuine Draft, Molson Ultra , Peroni Nastro Azurro*, Pilsner Urquell*, Redd's brands*, Rekorderlig*, Sharp's, Simply Spiked*, Staropramen, Stella Artois*, Topo Chico Hard Seltzer*, Vizzy Hard Seltzer, ZOA Energy* Premium - Bergenbier, Borsodi, Burgasko, Carling, Coors Banquet, Coors Light, Jelen, Miller Lite, Molson Canadian brands , Niksicko, Ožujsko Value - Branik, Icehouse, Keystone, Lowenbrau*, Miller High Life, Milwaukee's Best, Steel Reserve * Represents various partner brand agreements with third parties, such as license, distribution, partnership and joint venture agreements.
While the majority of the market is 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 products. The beer industry is highly competitive and our portfolio of beers competes with numerous brands in all segments which are produced by international, national, regional and local brewers.
While the majority of the market is 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 products. 5 Table o f Contents The brewing industry is highly competitive and our portfolio of beers competes with numerous brands in all segments which are produced by international, national, regional and local brewers.
In 2008, Molson Coors Brewing Company and the former SABMiller plc formed the MillerCoors joint venture that combined their respective operations in the U.S. and Puerto Rico. In 2016, we acquired 100% of the outstanding equity and voting interests of MillerCoors, from SABMiller plc.
In 2008, Molson Coors Brewing Company and the former SABMiller plc formed the MillerCoors joint venture that combined their respective operations in the U.S. and Puerto Rico with Molson Coors Brewing Company maintaining a 42% share in the joint venture. In 2016, we acquired 100% of the outstanding equity and voting interests of MillerCoors, from SABMiller plc.
As of December 31, 2024, approximately 28% and 24% of our Americas segment and EMEA&APAC segment workforces, respectively, are represented by trade unions or councils, which are subject to collective bargaining agreements that come due for renegotiation from time to time.
As of December 31, 2025, approximately 27% and 25% of our Americas segment and EMEA&APAC segment workforces, respectively, are represented by trade unions or councils, which are subject to collective bargaining agreements that come due for renegotiation from time to time.
We do not currently anticipate future difficulties in accessing water or agricultural products used in our brewing process in the near term. 9 Table of Content s Packaging Materials Our primary packaging materials include aluminum, glass bottles, reusable kegs and casks and recyclable plastic containers.
We do not currently anticipate significant future difficulties in accessing water or agricultural products used in our brewing process in the near term. 9 Table o f Contents Packaging Materials Our primary packaging materials include aluminum, glass bottles, reusable kegs and casks and recyclable plastic containers.
In our export model markets, we export beer from the U.S. and sell it through agreements with independent distributors. In license markets, we have established exclusive licensing agreements with brewers and distributors for the manufacturing and distribution of our products. In certain of our markets, we rely on a combination of these agreements.
In our export model markets, we export beer from the U.S. and sell it through agreements with independent distributors. In license markets, we have established exclusive licensing agreements with brewers and distributors for the manufacturing and distribution of our products.
We are the fourth largest global brewer in the world. In the U.S. and Canada, we compete most directly with Anheuser-Busch InBev SA/NV ("ABI") and Constellation Brands, Inc., but we also compete with imports and other providers of craft beer and flavored malt beverages.
We are among the top five global brewers in the world. In the U.S. and Canada, we compete most directly with Anheuser-Busch InBev SA/NV ("ABI") and Constellation Brands, Inc., but we also compete with imports and other providers of craft beer and flavored malt beverages.
As the beer industry continues its diversification of its products to meet consumer demand with broadening preferences, we believe large global brewers are uniquely positioned to leverage the scale, depth of product portfolio and industry knowledge to continue to lead the market forward.
Further, consumers are expanding into spirits, particularly to spirits-based RTDs. As the beer industry continues its diversification of its products to meet consumer demand with broadening preferences, we believe large global brewers are uniquely positioned to leverage the scale, depth of product portfolio and industry knowledge to continue to lead the market forward.
As of December 31, 2024, we employed approximately 16,800 employees within our business globally with approximately 10,300 employees within our Americas segment and 6,500 employees within our EMEA&APAC segment. Approximately 700 of our employees are in our Global Business Services Centers based in Milwaukee, Wisconsin and Bucharest, Romania.
As of December 31, 2025, we employed approximately 16,200 employees within our business globally with approximately 9,900 employees within our Americas segment and approximately 6,300 employees within our EMEA&APAC segment. Approximately 700 of our employees are in our Global Business Services Centers based in Milwaukee, Wisconsin and Bucharest, Romania.
In 2024, our Canadian business excise taxes, federal and provincial, were approximately $55 per hectoliter sold on a reported basis. Most countries included in our EMEA&APAC segment where we carry out significant brewing or distribution activities are either a member of the European Union ("EU") or a current candidate to join the EU, with the exception of the U.K.
In 2025, our Canadian excise taxes totaled approximately $56 per hectoliter sold on a reported basis. In our EMEA&APAC segment, most countries where we carry out significant brewing or distribution activities are either a member of the European Union ("EU") or a current candidate to join the EU, with the exception of the U.K.
This has resulted in a reduction in the beer segment's lead in the overall alcohol beverage market over the last decade. 5 Table of Content s Our Strategy 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.
Shifts between these beverage categories have resulted in a reduction in the beer segment's lead in the overall alcohol beverage market over the last decade. Our Strategy 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.
In the European countries where we currently operate, our primary competitors are Heineken, Asahi, Carlsberg and ABI. Our products also compete with other alcohol beverages, including wine and spirits, and thus their competitive position is affected by consumer preferences between and among these other categories.
In the European countries where we currently operate, our primary competitors are Heineken, Asahi, Carlsberg and ABI. Globally, our products also compete with other alcohol beverage categories, including wine, spirits as well as wine-based and spirits-based RTDs. Our products' competitive position is affected by consumer preferences between and among these other categories.
In the Americas segment, we malt a majority of our production requirements in our Golden, Colorado facility, using barley purchased primarily under annual contracts with independent farmers located predominately in the western U.S. and Canadian Prairies. In addition, to meet our full requirements, we source barley malt from other commercial providers, from which we have a committed supply through 2025.
Barley In the Americas segment, we malt this barley for a majority of our production requirements at our Golden, Colorado facility. Barley is purchased primarily under annual contracts with independent farmers located predominately in the western U.S. and Canadian Prairies. To meet full requirements, we also source malted barley from other commercial providers, with committed supply through 2026.
We also hold several patent and design registrations with expiration dates through 2043 relating to brewing methods, beer dispensing systems, packaging and certain other innovations. We are not reliant on patent royalties for our financial success. Therefore, these expirations are not expected to have a significant impact on our business.
We also hold several patent and design registrations with expiration dates through 2045 relating to brewing methods, beer dispensing systems, packaging and certain other innovations. We are not reliant on patent royalties for our financial success.
In Canada, because provincial governments regulate the beer industry and provincial liquor boards control the distribution and retail sale of alcohol products, distribution strategies and transportation of products vary by province. In 2024, Ontario experienced an expansion of the retail sale of alcoholic beverages.
In Canada, because provincial governments regulate the beer industry and provincial liquor boards control the distribution and retail sale of alcohol products, distribution strategies and transportation of products vary by province. In 2024, Ontario experienced an expansion of the retail sale of alcoholic beverages to eligible convenience, grocery and big-box grocery stores in addition to the previously allowed outlets.
Our executive leadership team and the chief people and culture officers for the Americas and EMEA&APAC segments are tasked with managing all employment-related matters including recruitment, retention, leadership and development, compensation and benefits planning, succession planning, performance management, and culture and engagement.
Our Chief People and Culture Officers are tasked with managing all employment-related matters including recruitment, retention, leadership and development, compensation and benefits planning, succession planning, performance management, and culture and engagement for each of our respective business segments.
Unallocated activity also includes 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.
Unallocated activity also includes 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.
We continue to implement energy and water efficiency improvements across our facilities, including a multi-year renovation project of our Golden, Colorado brewery, a renewables contract for our Fort Worth, Texas brewery and a wind-power based power purchase agreement in the U.K. • Watershed Stewardship – In recognition of our important role in our local watersheds, we targeted an overall 22% improvement by the end of 2025 (versus 2016 baseline) in the water-to-product ratio of our breweries producing more than 150,000 hectoliters annually.
We continue to implement energy and water efficiency improvements across our facilities, including the completion of a multi-year renovation project of our Golden, Colorado brewery, and renewables contracts or power purchase agreements for our Fort Worth, Texas brewery, southeast Wisconsin facilities and our U.K. operations. • Watershed Stewardship – In recognition of our important role in our local watersheds, through the end of 2025, we continued to work towards our goal to improve our water-to-product ratio by 22% of our breweries producing more than 150,000 hectoliters annually against our baseline set in 2016.
Available Information We file with, or furnish to, the SEC, reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange Act.
Therefore, these expirations are not expected to have a significant impact on our business. 12 Table o f Contents Available Information We file with, or furnish to, the SEC, reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange Act.
We currently operate eleven primary breweries, four craft breweries and one cidery.
We currently operate ten primary breweries, three craft breweries and one cidery.
As further detailed in the annual Our Imprint Report, we have several key sustainability focus areas: • Greenhouse Gas ("GHG") Emissions – Against our 2016 baseline, our goal is to reduce Scope 1 & 2 GHG emissions by 50% by the end of 2025 and 65% by the end of 2030 along with a 40% reduction in Scope 3 emissions by the end of 2030 and to achieve net zero emissions (Scope 1, 2 & 3) by at least 2050.
By the end of 2030, our goal is to reduce Scope 1 and Scope 2 GHG emissions against our 2016 baseline by 65% along with a 40% reduction in Scope 3 emissions. By at least 2050, we plan to achieve net zero emissions (Scope 1, 2 and 3).
The prices we pay for such items are subject to fluctuation, and we manage this risk through the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, including commodity swaps and options. In addition, risk to our supply of certain raw materials is mitigated through purchases from multiple geographies and suppliers.
Many of our raw materials and commodities for both brewing and packaging are purchased in the open market. The prices we pay for such items are subject to fluctuation, and we manage this risk through the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, including commodity swaps and options.
For example, our Above Premium classification includes brands that are sold at a price point higher than the market average. Price segment classifications may vary between the Americas and EMEA&APAC segments and the naming conventions and classifications may be different in the various countries that we operate based on local terminology.
Price segment classifications may vary between the Americas and EMEA&APAC segments and the naming conventions and classifications may be different in the various countries that we operate based on local terminology. For example, in our EMEA&APAC segment, brands categorized in the Premium classification such as Carling would be described as core brands in the local market.
Against our 2016 baseline, by the end of 2025, our goal is to produce the annual barley crop with 10% less water per ton yielded. See the annual Our Imprint Report for additional information. As discussed further under Item 1A.
Through the end of 2025, we continued to work towards producing the annual barley crop with 10% less water per ton yielded against our 2016 baseline. See the annual Our Imprint Report for additional information, including progress against these goals and objectives. As discussed further under Item 1A.
We have agreements with DHL Supply Chain Limited to provide the distribution of our products throughout the U.K. We utilize several hundred third-party logistics providers across our Central European operations. We also conduct a small amount of secondary distribution in several Central European countries utilizing our own fleet of vehicles.
We utilize several hundred third-party logistics providers across our Central European operations. We also conduct a small amount of secondary distribution in several Central European countries utilizing our own fleet of vehicles.
U.S. governmental entities including state and local jurisdictions also levy taxes and may require bonds to ensure compliance with applicable laws and regulations. In 2024, our U.S. business excise taxes on malt beverages were approximately $15 per hectoliter sold on a reported basis.
Department of Agriculture, the U.S. Food and Drug Administration, state alcohol regulatory agencies and state and federal environmental agencies. U.S. governmental entities including state and local jurisdictions also levy taxes and may require bonds to ensure compliance with applicable laws and regulations. In 2025, our U.S. excise taxes totaled approximately $15 per hectoliter sold on a reported basis.
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.
The majority of our EMEA&APAC segment sales are in the U.K., Croatia, Romania and the Czech Republic, with the U.K. representing over 55% of the segment's net sales in 2025. 6 Table o f Contents 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.
More information about our strategy and progress can be found in Our Imprint Report, available at www.molsoncoors.com/goals-and-reporting. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.
The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.
In addition to offering beers in various price segments, we offer products in various categories like flavored beverages (which includes hard seltzers), craft, spirits and non-alcoholic beverages including energy drinks. We categorize our brands globally for consistency of reporting based on the following price segments: Above Premium, Premium and Economy.
We have a diverse portfolio of beloved and iconic owned and partner brands. In addition to offering beers in various price segments, we offer products in various categories like flavored beverages (which includes hard seltzers), craft, spirits and non-alcoholic beverages including premium mixers and energy drinks.
To operate our facilities, we must obtain and maintain numerous permits, licenses and approvals from various governmental agencies, including the U.S. Department of Treasury, Alcohol and Tobacco Tax and Trade Bureau, the U.S. Department of Agriculture, the U.S. Food and Drug Administration, state alcohol regulatory agencies and state and federal environmental agencies.
The U.S. beer business is regulated by federal, state and local governments that regulate the production, marketing, distribution and selling of beer and other alcoholic beverages. To operate our facilities, we must obtain and maintain numerous permits, licenses and approvals from various governmental agencies, including the U.S. Department of Treasury, Alcohol and Tobacco Tax and Trade Bureau, the U.S.
We also have authorizations from The Coca-Cola Company that grant us the right to produce, market, sell and distribute Simply Spiked branded products in the U.S. and Canada, as well as Topo Chico Hard Seltzer products in the U.S. We have agreements to brew, package and ship products for The Yuengling Company ("TYC") in the U.S.
We have authorizations from Red Tree Beverages, LLC that grant us the right to produce, market, advertise, promote, sell and distribute products bearing the Simply Spiked trademark in the U.S. and Canada, as well as the Topo Chico Hard Seltzer trademark in the U.S.
In EMEA&APAC, our malt requirements are sourced from third-party suppliers, with the majority of our brewing materials provided by suppliers based in Europe. We have multiple agreements with various suppliers that cover almost all of our total required malt, with terms through 2027.
In EMEA&APAC, our malted barley requirements are sourced from third-party suppliers who are primarily based in Europe. We have multiple agreements with various suppliers that cover nearly all of our malted barley needs, with terms through 2030.
Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment and all other components remain in Unallocated. Business Seasonality Total industry volume is sensitive to factors such as weather, holidays, changes in demographics, consumer preferences and certain occasions including major broadcasted or streamed sporting events.
Meanwhile, all other components remain in Unallocated. Business Seasonality Total industry volume is sensitive to factors such as weather, holidays and certain occasions including major broadcasted or streamed sporting events.
Sustainability Through our overall business strategy and our sustainability strategy, referred to as "Our Imprint," we have established goals and supporting initiatives for Putting People First and Preserving Our Planet in an attempt to ensure we are good stewards of the assets and resources most important to our business.
Sustainability Through our overall business strategy and our sustainability strategy, referred to as "Our Imprint," we established goals and supporting initiatives in an attempt to ensure we are good stewards of the assets and resources most important to our business. More information about our strategy and progress can be found in Our Imprint Report, available at www.molsoncoors.com/goals-and-reporting.
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.
Specifically, Unallocated primarily includes certain financing-related activities such as interest expense and interest income, as well as foreign exchange gains and losses on intercompany balances.
Brewing Raw Materials We use high quality ingredients to brew our products, including hops, water and barley, among others. Hops used to brew our products are purchased under various contracts from suppliers in the U.S. and Europe primarily sourced from Germany, the U.K., Czech Republic and Slovenia. These contracts vary in length based on market conditions.
Hops Hops used in our brewing process are purchased under various contracts from suppliers in the U.S. and Europe. In Europe, hops are primarily sourced from Germany, the U.K., Czech Republic and Slovenia. The contracts with our suppliers vary in length based on market conditions but are typically multi-year agreements.
Preserving the Planet We have a long legacy of commitment to environmental sustainability, dating back to Bill Coors’ pioneering efforts to bring the two-piece aluminum can to market in the late 1950s and implementation of some of the first recycling programs in the U.S.
We believe these sessions also help create a company culture where open, honest dialogue is supported and encouraged, and where people are empowered to raise questions and concerns about our business and our culture. 11 Table o f Contents Preserving the Planet We have a long legacy of commitment to environmental sustainability, dating back to Bill Coors’ pioneering efforts to bring the two-piece aluminum can to market in the late 1950s and implementation of some of the first recycling programs in the U.S.
Governance Our Board of Directors ("Board") is responsible for overseeing and monitoring Our Imprint Strategy, with specific areas of oversight delegated to the committees of the Board.
The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report. Governance Our Board of Directors ("Board") is responsible for overseeing and monitoring Our Imprint Strategy, with specific areas of oversight delegated to the committees of the Board.
Non-EU countries use various taxation methods, including a flat excise rate per volume or methods similar to those used in the EU. In the year ended December 31, 2024, the excise taxes for our EMEA&APAC segment were approximately $46 per hectoliter on a reported basis.
Non-EU countries use various taxation methods, including a flat excise rate per volume or methods similar to those used in the EU.
Our business units comply with applicable parental leave laws and in many cases go further to provide flexible work schedules and extended leave for new parents.
Our business units comply with applicable parental leave laws and in many cases go further to provide flexible work schedules and extended leave for new parents. We believe our compensation and incentive programs motivate us to ignite growth and help to hold ourselves accountable for living out our values to achieve our short- and long-term goals.
When prices increase for materials, we may or may not be able to pass on such increases to our customers.
In addition, risk to our supply of certain raw materials is mitigated through purchases from multiple geographies and suppliers. When prices increase for materials, we may or may not be able to pass on such increases to our customers.
In 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. Many of our ingredients, raw materials and commodities for both brewing and packaging are purchased in the open market.
In the EMEA&APAC segment, we manage packaging needs through diversified contracts, which have provided a reliable supply of aluminum cans, glass bottles, and kegs. Our keg supply arrangements allow us to respond to changing demand which provides supply security without locking us into long-term commitments.
Other brewing adjuncts and other malt and cereal grains are purchased primarily from suppliers in the U.S. and Canada. In addition, we both own and lease water rights, as well as purchase water through local municipalities and communities, to provide for and sustain our brewing operations in the U.S. and Canada.
Water We both own and lease water rights as well as purchase water through local municipalities and communities to sustain our brewing operations in the U.S. and Canada. In EMEA&APAC, water used in the brewing process is sourced through water rights for water wells, river water use or supply contracts with water suppliers.
In the European countries in which we operate, beer is generally distributed through either a two-tier system consisting of manufacturers and retailers, or a three-tier system consisting of manufacturers, distributors and retailers. Distribution activities for both the on- and off-premise channels are conducted primarily by third-party logistics providers. Most of our beer in the U.K. is sold directly to retailers.
Distribution activities for both the on- and off-premise channels are conducted primarily by third-party logistics providers. Most of our beer in the U.K. is sold directly to retailers. To facilitate this, we have agreements with DHL Supply Chain Limited to provide the distribution of our products throughout the U.K.
Unallocated We have certain activity that is not allocated to our segments, which is reflected in "Unallocated".
Sales from factored brands are included in our net sales and cost of goods sold when ultimately sold. Unallocated We also have certain activity that is not allocated to our segments, which is reflected in "Unallocated".
Specifically, excise taxes remitted to tax authorities are government-imposed excise taxes on beer which are shown in a separate line item in the consolidated statements of operations as a reduction of sales. The U.S. beer business is regulated by federal, state and local governments.
These regulations govern many parts of our operations, including distributor relationships, sales, brewing and transportation, marketing and advertising and environmental issues. Specifically, excise taxes remitted to tax authorities are government-imposed taxes on alcohol products which are shown in a separate line item in the consolidated statements of operations as a reduction of sales.
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.
To be the first choice for our employees, we deploy programs, policies and initiatives to foster a supportive work environment that enables business success and empowers our team members to thrive, both professionally and personally.
Products and Operations Our Products We craft and distribute high-quality, innovative beverages with the purpose of uniting people to celebrate all life's moments. We have a diverse portfolio of beloved and iconic owned and partner brands.
In 2025, the excise taxes for our EMEA&APAC segment were approximately $45 per hectoliter on a reported basis. 7 Table o f Contents Products and Operations Our Products We craft and distribute high-quality, innovative beer and other beverages with the purpose of uniting people to celebrate all life's moments.
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.
On-premise volume as a percentage of total volume was approximately 16% in the U.S. and Canada and approximately 60% in the U.K., the largest region in our EMEA&APAC segment. Brewing Raw Materials We use high-quality ingredients to brew our products, including hops, barley and water, among others.
Adjuncts are purchased under various contracts with local producers, which are typically crop year contracts commencing in October of each year. In EMEA&APAC, water used in the brewing process is sourced through water rights for water wells, river water use or supply contracts with water suppliers.
Other In the Americas, other brewing adjuncts and other malt and cereal grains are purchased primarily from suppliers in the U.S. and Canada. In EMEA&APAC, adjuncts are purchased under crop-year contracts typically commencing in October each year from local producers.
As a global company, we believe we have a responsibility to nurture a workforce that reflects our marketplace, which we believe makes us a better employer, partner and company of choice for our consumers and customers. 10 Table of Content s We have a global and varied workforce, with major employee centers in the U.S., Canada, the U.K. and Romania.
Our goal is to build and sustain a skilled and highly engaged workforce that unites around our shared values, improves our workplace and reflects the marketplaces and consumers who enjoy our products. 10 Table o f Contents We have a global and varied workforce, with major employee centers in the U.S., Canada, the U.K. and Romania.
Our commitment to Health & Safety is focused on preventing workplace incidents and building a strong behavior-based safety culture across our entire workforce through training, our World Class Supply Chain operating system, our values-based leadership development approach and safety moments at the start of many meetings in both our manufacturing facilities and office environments. • Compensation and Benefits - We offer affordable and comprehensive benefits, which we routinely benchmark to try to ensure they are competitive, inclusive, aligned with our company culture and local practices, and allow our employees to meet their individual needs and the needs of their families.
Our commitment to Health & Safety is focused on preventing workplace incidents and building a strong behavior-based safety culture across our entire workforce through training, our World Class Supply Chain operating system, our values-based leadership development approach and readily-available resources, including standards, safety moments and systems and tools. • Talent Development - Our aim is to help employees unlock their full potential so they can thrive in their current job and realize new, potential growth opportunities.
Consumption of beer in the Americas segment is seasonal, with nearly 37% of financial volume occurring during the months from May through August. In EMEA&APAC, the peak selling seasons typically occur during the summer months and during the Christmas and New Year holiday season.
Consumption of beer is seasonal with approximately 40% of financial volume occurring during the months of May through August in both the Americas and EMEA&APAC segments. Regulation Our business is subject to various laws and regulations in the jurisdictions around the world in which we operate.
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 Segments Our reporting segments include the Americas and EMEA&APAC.
We aim to champion beer at every turn while building a portfolio that reflects evolving preferences. Our investments in technology, capabilities, partnerships and innovation are designed to support profitable growth and diversification, positioning our company for success today and in the future. Our Segments Our reporting segments include the Americas and EMEA&APAC.
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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 ready-to-drink alcoholic beverages.
Added
Since 2019, we have made progress on our transformation journey to become a total beverage company, but given the fast-paced and evolving industry, we are focused on transforming even faster.
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Consumers are also expanding further into spirits, particularly to spirits-based ready-to-drink alcoholic beverages. 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.
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Under the leadership of our new Chief Executive Officer ("CEO"), effective October 1, 2025, we are continuing our journey to become a total beverage company and putting ourselves on a path to sustainable growth.
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Therefore, in October 2023, we announced our Acceleration Plan, building off the successes achieved under the Revitalization Plan, which was announced in October 2019.
Added
We announced an Americas Restructuring Plan aimed at putting the right level of resources closer to our consumers and customers as we pursue a return to growth, both concentrating on all segments of our beer portfolio and expanding into adjacent categories, such as premium mixers, non-alcohol beverages and energy drinks.
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The Acceleration Plan focuses on the execution of the following principal strategies: consistently grow our core power brand net sales, aggressively premiumize our portfolio, scale and expand in beyond beer, invest in our capabilities and support our people, communities and planet.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the European Union-United Kingdom Trade and Cooperating Agreement became effective in May 2021 and resulted in certain disruptions in trade and the movement of goods, including prolonged transportation delays, which affected our ability to source raw materials and packaging for our products as well as our ability to import and export products.
Biggest changeThe TCA, effective May 2021, also resulted in disruptions and transportation delays that affected our sourcing of raw materials and packaging for our products, as well as our ability to import and export products. 26 Table o f Contents Further, throughout 2025, additional tariffs imposed by the current U.S. administration affected the cost of certain products manufactured out the United States, including certain of our products, and contributed to fluctuations in the price of aluminum and the Midwest Premium.
If our information systems suffer severe disruption, damage, or shutdown we could experience delays and disruptions in our business, including brewery operations, production and shipments and delays in reporting our financial results, such as those we experienced with the March 2021 cybersecurity incident, which could adversely affect our cash flows, competitive position, reputation, financial condition or results of operations.
If our information systems suffer severe disruption, damage, or shutdown we could experience delays and disruptions in our business, including brewery operations, production or shipments, or delays in reporting our financial results, such as those we experienced with the March 2021 cybersecurity incident, which could adversely affect our cash flows, competitive position, reputation, financial condition or results of operations.
Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the Canadian dollar and the European operating currencies such as, British Pound, Czech Koruna, Euro and Romanian Leu. We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and throughout Europe.
Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the Canadian dollar and the European operating currencies such as the British Pound, Czech Koruna, Euro and Romanian Leu. We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and throughout Europe.
We have also entered into a joint venture with The Yuengling Company LLC to expand the distribution of Yuengling beer in the western U.S. Additionally, in certain Canadian provinces, we rely on joint venture agreements with BRI and BDL to distribute our products via retail outlets that are mandated and regulated by provincial government regulators.
We have also entered into a joint venture with The Yuengling Company LLC to expand the distribution of Yuengling beer in the western U.S. Additionally, in certain Canadian provinces, we rely on joint venture agreements in BRI and BDL to distribute our products via retail outlets that are mandated and regulated by provincial government regulators.
If our practices do not meet evolving investor, industry, stakeholder or regulatory expectations and standards, related to, among other things, climate change, carbon emissions, safety and related matters, or if we are perceived (whether or not valid) to have not responded appropriately to the growing and various concerns for or against such issues, or if we fail to meet the goals, among other things, our reputation, culture, ability to attract or retain employees, brands, sales, stock price, ability to access the capital markets, or our overall business or financial results could be adversely affected.
If our practices do not meet evolving investor, industry, stakeholder or regulatory expectations and standards, related to, among other things, climate change, carbon emissions, packaging, safety and related matters, or if we are perceived (whether or not valid) to have not responded appropriately to the growing and various concerns for or against such issues, or if we fail to meet the goals, among other things, our reputation, culture, ability to attract or retain employees, brands, sales, stock price, ability to access the capital markets, or our overall business or financial results could be adversely affected.
While we have quality control programs in place, in the event we or our third-party manufacturers experience an issue with product quality or if any of our products become unsafe or unfit for consumption, are misbranded or cause injury, we may experience recalls or liability in addition to business disruption which could further negatively impact our brand image and reputation, negatively affect our sales and cause us to incur additional costs.
While we have quality control programs in place, in the event we or our third-party manufacturers or suppliers experience an issue with product quality or if any of our products become unsafe or unfit for consumption, are misbranded or cause injury, we may experience recalls or liability in addition to business disruption which could further negatively impact our brand image and reputation, negatively affect our sales and cause us to incur additional costs.
Our information systems may be the target of cyberattacks or other security breaches, which, if successful, could, among other things, disrupt our operations, applications and services, cause the loss of key business, employee, customer or vendor information, cause us to breach our legal, regulatory or contractual obligations, prevent us from accessing or relying upon critical business records, cause reputational damage, or impact the costs or ability to obtain adequate insurance coverage.
Our information systems may be the target of cyberattacks or other security breaches, which, if successful, could, among other things, disrupt our operations, applications or services, cause the loss of key business, employee, customer or vendor information, cause us to breach our legal, regulatory or contractual obligations, prevent us from accessing or relying upon critical business records, cause reputational damage, or impact the costs or ability to obtain adequate insurance coverage.
An example includes our warehousing and customer delivery systems in Canada organized under joint venture agreements with other brewers. Any negative change in these agreements or material terms within these agreements could have a significant adverse effect on our business and financial results. Another example is the secondary distribution in the U.K. which has limited options.
Another example includes our warehousing and customer delivery systems in Canada organized under joint venture agreements with other brewers. Any negative change in these agreements or material terms within these agreements could have a significant adverse effect on our business and financial results. Another example is the secondary distribution in the U.K. which has limited options.
Many countries in which we operate regulate the distribution of alcohol products and if those regulations were changed, it could alter our business practices and have a material adverse effect on our business and financial results. For example, in the U.S. market, there is a three-tier distribution system that governs the sale of malt beverage products.
Many countries in which we operate regulate the distribution of alcohol products and if those regulations were changed, it could alter our business practices and have a material adverse effect on our business and financial results. For example, in the U.S. market, there is a three-tier distribution system that governs the sale of alcohol beverage products.
BRI owns and operates commercial retail outlets, known as The Beer Store, in Ontario and performs delivery services of beer throughout Ontario. BDL facilitates the distribution of our products in the western Canadian provinces. If provincial regulation should change, the costs to adjust our distribution methods could have a material adverse effect on our business and financial results.
BRI owns and operates commercial retail outlets, known as The Beer Store ("TBS"), in Ontario and performs delivery services of beer throughout Ontario. BDL facilitates the distribution of our products in the western Canadian provinces. If provincial regulation should change, the costs to adjust our distribution methods could have a material adverse effect on our business and financial results.
In addition, the current economic and political environment, including the focus on corporate tax reform, anti-base erosion rules and tax transparency, may result in significant tax law changes in the numerous jurisdictions in which we operate and could have a material adverse impact to our effective tax rate, future cash tax payments and our financial results in general.
In addition, the current economic and political environment, including the focus on corporate tax reform, anti-base erosion rules and tax transparency, may result in significant tax law changes in the numerous jurisdictions in which we operate and could have a material adverse impact on our effective tax rate, future cash tax payments and our financial results in general.
In particular, advocates of prohibition and other severe restrictions on the marketing and sales of alcohol are becoming increasingly organized and coordinated on a global basis, seeking to impose laws or regulations or to bring legal actions against us to substantially curtail the consumption of alcohol, including beer, in developed and developing markets.
In particular, advocates of prohibition and other severe restrictions on the marketing labeling and sales of alcohol are becoming increasingly organized and coordinated on a global basis, seeking to impose laws or regulations or to bring legal actions against us to substantially curtail the consumption of alcohol, including beer, in developed and developing markets.
In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, even if encrypted, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data.
In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, even if encrypted, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data directly.
Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other investments over the achievement of our current goals based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activists, or other stakeholders.
Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other investments over the achievement of our current goals based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activists, regulators, or other stakeholders.
In order for us to remain competitive, we will need to quickly and correctly adopt digital technologies, build analytical capabilities and scale brand expense investment levels, which our competitors may be able to achieve faster and with more resources.
In order for us to remain competitive, we will need to continue to quickly and correctly adopt digital technologies, build analytical capabilities and scale brand expense investment levels, which our competitors may be able to achieve faster and with more resources.
Furthermore, changes to existing tax laws or the adoption of new tax policies, regulations, guidance or laws, particularly in the U.S., U.K. and Canada, could have a material adverse impact to our effective tax rate, future cash tax payments and our financial results in general.
Changes to existing tax laws or the adoption of new tax policies, regulations, guidance or laws, particularly in the U.S., U.K. and Canada, could have a material adverse impact to our effective tax rate, future cash tax payments and our financial results in general.
In addition to risks described elsewhere in this report, our operations in these markets expose us to additional heightened risks, including: • changes in local political, economic, social and labor conditions; • restrictions on foreign ownership and investments; • repatriation of cash earned in countries outside the U.S.; • import and export requirements, including tariffs; • poor product quality due to distance travelled for export product and the relatively short shelf life of beer; • increased costs to ensure compliance with complex foreign laws and regulations; • currency exchange rate fluctuations; • a less developed and less certain legal and regulatory environment, which among other things can create uncertainty with regard to liability issues; • longer payment cycles, increased credit risk and higher levels of payment fraud; 27 Table of Content s • increased exposure to global disease outbreaks or pandemics; and • other challenges caused by distance, language, and cultural differences.
In addition to risks described elsewhere in this report, our operations in these markets expose us to additional heightened risks, including: • changes in local political, economic, social and labor conditions; • restrictions on foreign ownership and investments; • repatriation of cash earned in countries outside the U.S.; • import and export requirements, including tariffs; • poor product quality due to distance travelled for export product and the relatively short shelf life of beer; • increased costs to ensure compliance with complex foreign laws and regulations; • currency exchange rate fluctuations; • a less developed and less certain legal and regulatory environment, which among other things can create uncertainty with regard to liability issues; • longer payment cycles, increased credit risk and higher levels of payment fraud; • increased exposure to global disease outbreaks or pandemics; and • other challenges caused by distance, language, and cultural differences.
Risks Related to Legal Matters, Governmental Regulations and our International Operations Changes in tax, environmental, trade or other regulations or failure to comply with existing licensing, trade and other regulations could cause volatility or have a material adverse effect on our business and financial results.
Risks Related to Legal Matters, Governmental Regulations and our International Operations Changes in environmental, trade or other regulations or failure to comply with existing licensing, trade and other regulations could cause volatility or have a material adverse effect on our business and financial results.
We sell nearly all of our products, including our imported products, in the U.S. to independent distributors for resale to retail outlets. These independent distributors are entitled to exclusive territories and are protected from termination by state statutes and regulations.
We sell nearly all of our products, including our imported products, in the U.S. to independent distributors for resale to retail outlets. These independent distributors are entitled to exclusive territories and are often protected from termination by state statutes and regulations.
Deterioration of our credit rating may also raise governance issues within the Company and with external regulators. Default by, or failure of, one or more of our counterparty financial institutions could cause us to incur significant losses.
Deterioration of our credit rating may also raise governance issues within our Company and with external regulators. Default by, or failure of, one or more of our counterparty financial institutions could cause us to incur significant losses.
Potential risks associated with acquisitions and joint ventures could include, among other things: • our ability to identify attractive acquisitions, joint ventures and other strategic partnerships; • our ability to offer potential acquisition targets and joint venture partners' competitive transaction terms; • our ability to raise capital on reasonable terms to finance attractive acquisitions, joint ventures and other strategic partnerships; • our ability to realize the benefits or cost savings that we expect to realize as a result of the acquisition, joint venture or other strategic partnerships; • diversion of management's attention; • our ability to successfully integrate the business of the acquired company with our business; • motivating, recruiting and retaining key employees; • conforming standards, controls, procedures and policies, systems, business cultures and compensation structures among our company and the acquired company; • consolidating and streamlining sales, marketing and corporate operations; • potential exposure to unknown liabilities of acquired companies; • potential exposure to unknown or future liabilities or costs that affect the markets in which acquired companies, joint ventures or strategic partnerships operate; • reputational or other damage due to the conduct of a joint venture or other partner or the prior conduct of an acquired company; • loss of key employees and customers of an acquired company; 29 Table of Content s • managing tax costs or inefficiencies associated with integrating our operations following completion of an acquisition or entry into a joint venture or other partnerships; • exposure to unfamiliar legal and regulatory requirements entering a new market or jurisdiction; • incompatibility of technology systems delaying realization of assumed synergies; and • exchange rate fluctuations triggering material variances between expected financial returns and actual financial returns.
Potential risks associated with acquisitions and joint ventures could include, among other things: • our ability to identify attractive acquisitions, joint ventures and other strategic partnerships; • our ability to offer potential acquisition targets and joint venture partners' competitive transaction terms; • our ability to raise capital on reasonable terms to finance attractive acquisitions, joint ventures and other strategic partnerships; • our ability to realize the benefits or cost savings that we expect to realize as a result of the acquisition, joint venture or other strategic partnerships; • diversion of management's attention; • our ability to successfully integrate the business of the acquired company with our business; • motivating, recruiting and retaining key employees; • conforming standards, controls, procedures and policies, systems, business cultures and compensation structures among our company and the acquired company; • consolidating and streamlining sales, marketing and corporate operations; • potential exposure to unknown liabilities of acquired companies; • potential exposure to unknown or future liabilities or costs that affect the markets in which acquired companies, joint ventures or strategic partnerships operate; • reputational or other damage due to the conduct of a joint venture or other partner or the prior conduct of an acquired company; • loss of key employees and customers of an acquired company; • managing tax costs or inefficiencies associated with integrating our operations following completion of an acquisition or entry into a joint venture or other partnerships; • exposure to unfamiliar legal and regulatory requirements entering a new market or jurisdiction; • incompatibility of technology systems delaying realization of assumed synergies; and • exchange rate fluctuations triggering material variances between expected financial returns and actual financial returns.
Our success as an enterprise depends on our ability to successfully and timely premiumize our portfolio and innovate beyond beer, and any inability to deliver new products could have a material adverse effect on our business and financial results.
Our success as an enterprise depends on our ability to successfully premiumize our portfolio on a timely basis and innovate beyond beer. Any inability to deliver new products could have a material adverse effect on our business and financial results.
(collectively, the "Representative Owners") and Brewers Retail Inc., operating under the name "The Beer Store" ("TBS"). The EIA was effective July 18, 2024 and continues until December 31, 2030.
(collectively, the "Representative Owners") and Brewers Retail Inc., operating under the name "The Beer Store". The EIA was effective July 18, 2024 and continues until December 31, 2030.
Other jurisdictions in which we operate have enacted or are proposing similar laws and regulations related to data privacy. These laws and regulations are evolving and subject to interpretation.
Other jurisdictions in which we operate have enacted or are proposing similar laws and regulations related to data privacy and data security. These laws and regulations are evolving and subject to interpretation.
We manufacture and distribute products of other beverage companies through various joint venture, licensing, distribution, contract brewing or other similar arrangements, such as our agreement to produce, import, market, distribute and sell certain Heineken brands in Canada, and our arrangements with ABI to brew and distribute Beck's , Stella Artois , and Lowenbrau and to distribute Hoegaarden , Leffe , and Corona in Central Europe.
We manufacture and distribute products of other beverage companies through various joint ventures, licensing, distribution, contract brewing or other similar arrangements, such as our agreement to produce, import, market, distribute and sell certain Heineken brands in Canada, and our arrangements with ABI to brew and distribute Beck's , Stella Artois , and Lowenbrau and to distribute Hoegaarden , Leffe , and Corona in Central Europe.
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, the Colorado Privacy 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.
Misuse, leakage or falsification of information could result in a violation of data privacy laws or regulations, including but not limited to, the EU's General Data Protection Regulation, California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy 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.
A widespread product recall, multiple product recalls or a significant product liability judgment could cause our products to be unavailable for a period of time, which could further reduce consumer demand and brand equity. We also could be exposed to lawsuits relating to product liability, labelling, marketing or sales practices or intellectual property infringement.
A widespread product recall, multiple product recalls or a significant product liability judgment could cause our products to be unavailable for a period of time, which could further reduce consumer demand and brand equity. We also could be exposed to lawsuits or regulatory enforcement relating to product liability, labelling, marketing or sales practices or intellectual property infringement.
Similarly, our bylaws require the authorization of a super-majority (two-thirds) of the Board to take certain transformational actions. Thus, it is possible that our Company will not be authorized to take action even if it is supported by a simple majority of the Board.
Similarly, our bylaws require the authorization of a super-majority (two-thirds) of the Board to take certain transformational actions. Thus, it is possible that we will not be authorized to take action even if it is supported by a simple majority of the Board.
Furthermore, the cybersecurity and data privacy regulatory 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.
Furthermore, the cybersecurity and data privacy regulatory environment, including, but not limited to, the SEC's disclosure-related cybersecurity rules, is increasingly challenging, and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.
If we are unable to address and uphold our plans with respect to our 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.
Additionally, if we are unable to address and uphold our plans with respect to our sustainability initiatives or actions by and attitudes of regulators and the public health community, our image and brand equity may be impacted, which may be difficult to combat or reverse and could have a material adverse effect on our business and financial results.
The providers of these artificial intelligence tools may not meet existing or evolving regulatory or industry standards concerning privacy and data protection, which may result in a loss of intellectual property or confidential information and/or cause harm to our reputation and the public perception of the effectiveness of our security measures.
The providers of these artificial intelligence tools may not meet existing or evolving regulatory or industry standards concerning privacy and data protection, which may result in a loss of intellectual property or confidential information and/or cause harm to our reputation and the public perception of the effectiveness of our security measures or other internal controls.
From January 1, 2026 onward, TBS will have the sole and absolute discretion to maintain or close any retail location. If TBS cannot transition quickly from a retail-led organization to a distribution-led organization, it may adversely impact our business, our results of operations and financial condition.
From January 1, 2026 onward, TBS has the sole and absolute discretion to maintain or close any retail location. If TBS cannot transition quickly from a retail-led organization to a distribution-led organization, it may adversely impact our business, our results of operations and financial condition.
The loss of the services and expertise of any key employee, or multiple members of senior management at the same time, could harm our business. Our future success depends on our ability to identify, attract and retain qualified personnel on a timely basis.
Further, the loss of the services and expertise of any key employee, or multiple members of senior management at the same time, could harm our business. Our future success depends, in part, on our ability to identify, attract and retain qualified personnel on a timely basis.
Our current and future debt levels and the terms of such debt could, among other things: • make it more difficult to satisfy our obligations under the terms of our indebtedness; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all, or obtain additional financing for working capital, capital expenditures, strategic opportunities, including acquisitions or other investments, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity; 22 Table of Content s • limit our flexibility to plan for and adjust to changing business and market conditions, including successfully execute our Acceleration Plan, and increase our vulnerability to general adverse economic and industry conditions; • require us to make unfavorable changes to our financing structure or require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund strategic opportunities, including acquisitions or other investments, working capital, business activities, share repurchases and other general corporate requirements; and • adversely impact our competitive position in the industry.
Our current and future debt levels and the terms of such debt could, among other things: • make it more difficult to satisfy our obligations under the terms of our indebtedness; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all, or obtain additional financing for working capital, capital expenditures, strategic opportunities, including acquisitions or other investments, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity; • limit our flexibility to plan for and adjust to changing business and market conditions, including successfully execute our business strategy, and increase our vulnerability to general adverse economic and industry conditions; • require us to make unfavorable changes to our financing structure or require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund strategic opportunities, including acquisitions or other investments, working capital, capital expenditures, dividend payments, share repurchases and other general corporate requirements; and • adversely impact our competitive position in the industry.
Nevertheless, further escalation of geopolitical tensions, including increased trade barriers or restrictions on global trade, could result in, among other things, broader impacts that expand into other markets, economic recessions, inflationary pressures, cyberattacks, energy supply availability shortages, supply chain and logistics cost increases or disruptions, lower consumer demand and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain.
Further escalation of geopolitical tensions, including increased trade barriers or restrictions on global trade driven in part by increased tariffs, could result in, among other things, broader impacts that expand into other markets, economic recessions, inflationary pressures, cyberattacks, energy supply availability shortages, supply chain and logistics cost increases or disruptions, lower consumer demand and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain.
If one or more of these parties experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, which could increase our costs or prevent or delay the delivery of our products. Further, our business includes various joint venture and industry agreements which standardize parts of the supply chain.
If one or more of these parties experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, which could increase our costs or prevent or delay the delivery of our products. Further, our business includes various joint ventures and industry agreements which optimize parts of the supply chain.
For instance, the strengthening of the USD against the Canadian dollar, European currencies and various other global currencies would adversely impact our USD reported results due to the impact on foreign currency translation. 28 Table of Content s Risks Related to Acquisitions and Joint Ventures Risks associated with operating our joint ventures or other strategic partnerships may materially adversely affect our business and financial results.
For instance, the strengthening of the USD against the Canadian dollar, European currencies and various other global currencies would adversely impact our USD reported results due to the impact on foreign currency translation. Risks Related to Acquisitions and Joint Ventures Risks associated with operating our joint ventures or other strategic partnerships may materially adversely affect our business and financial results.
Additionally, U.S. governmental entities also levy taxes and may require bonds to ensure compliance with applicable laws and regulations. Increases in excise taxes, and such compliance taxes and bonds, could have a material adverse effect on our profitability.
Additionally, U.S. governmental entities that levy taxes may require bonds to ensure compliance with applicable laws and regulations. Increases in excise taxes and bonds could have a material adverse effect on our profitability.
Changes in distributors' strategies, including a reduction in the number of brands they carry, may adversely affect our growth, business, financial results and market share. Government mandated changes to the retail distribution model resulting from new regulations may have a material adverse effect on our Canada business.
Changes in distributors' strategies, including a reduction in the number of brands they carry or focus on other competitive brands, may adversely affect our growth, business, financial results and/or market share. Government mandated changes to the retail distribution model resulting from new regulations may have a material adverse effect on our Canada business.
For example, net sales in our Americas segment accounted for approximately 79% of our total 2024 net sales. As a result, to the extent that we are unable to maintain or grow our market share in our mature markets, our sales and, in turn, business and financial results could be materially and adversely affected.
For example, net sales in our Americas segment accounted for approximately 78% of our total 2025 net sales. As a result, to the extent that we are unable to maintain or grow our market share in our mature markets, our sales and, in turn, business and financial results could be materially and adversely affected.
In Canada, the retail distribution of beer and certain other alcohol is primarily a provincial responsibility. An Early Implementation Agreement ("EIA") was entered into in May 2024 between the Province of Ontario, Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd.
In Canada, the retail distribution of alcohol is primarily a provincial responsibility. An Early Implementation Agreement ("EIA") was entered into in May 2024 between the Province of Ontario, Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd.
Further, in Canada, our products are required to be distributed through each province's respective provincial liquor board. Additionally, in certain Canadian provinces, we rely on our joint venture arrangements with BRI and BDL to distribute our products via retail outlets that are regulated by provincial government regulators.
Further, in Canada, our alcohol beverage products are required to be distributed through certain province's respective provincial liquor board. Additionally, in certain Canadian provinces, we rely on our joint venture arrangements in BRI and BDL to distribute our products via retail outlets that are regulated by provincial government regulators.
Although we have implemented policies and procedures designed to ensure compliance with these foreign and U.S. laws and regulations, there can be no assurance that our employees, business partners or agents will not violate our policies and procedures. Changes to the regulation of the distribution systems for our products could adversely affect our business and financial results.
Although we have implemented policies and procedures designed to ensure compliance with these foreign and U.S. laws and regulations, there can be no assurance that our employees, business partners or agents will not violate our policies and procedures. 28 Table o f Contents Changes to the regulation of the distribution systems for our products could adversely affect our business and financial results.
We may experience significant future cost increases associated with regulatory compliance for sustainability matters, including fees, licenses, reporting, auditing, and the cost of capital improvements for our operating facilities to meet sustainability and/or environmental regulatory requirements. 20 Table of Content s Investor advocacy groups, institutional investors, stockholders, activists, employees, consumers, customers, regulators, proxy advisory services and other market participants have increasingly focused on these types of matters and initiatives, as well as the related practices and policies of companies.
We may experience significant future cost increases associated with regulatory compliance for sustainability matters, including fees, licenses, reporting, auditing and the cost of capital improvements for our operating facilities to meet sustainability and/or environmental regulatory requirements. 17 Table o f Contents Investor advocacy groups, institutional investors, stockholders, activists, employees, consumers, customers, regulators, proxy advisory services and other market participants have increasingly focused on these types of matters and initiatives, as well as the related practices and policies of companies.
Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, our Acceleration Plan, industry performance, category growth, development and launch of innovative new products, market share projections, product pricing, sales, volume and product mix, foreign exchange rates and volatility, effective tax rates, interest rates, depreciation and amortization costs, commodity prices, tariffs, distribution costs, cost savings initiatives, accruals for estimated liabilities, including litigation reserves, measurement of benefit obligations for pension and other postretirement benefit plans, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, pay dividends and meet debt obligations.
Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, our current strategy, industry performance, category growth, development and launch of innovative new products, market share projections, product pricing, sales, volume and product mix, foreign exchange rates and volatility, effective tax rates, interest rates, depreciation and amortization costs, commodity prices, tariffs, distribution costs, cost savings initiatives, accruals for estimated liabilities, including litigation reserves and potential increases in costs under our self-insured health care plans, measurement of benefit obligations for pension and other postretirement benefit plans, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, pay dividends and meet debt obligations.
Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations impacts could result in the future. Additional Risks Related to our EMEA&APAC Segment Economic trends and intense competition in European markets could unfavorably affect our profitability.
Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations impacts could result in the future. 31 Table o f Contents Additional Risks Related to our EMEA&APAC Segment Economic trends and intense competition in European markets could unfavorably affect our profitability.
Further, if we incur adverse publicity and reaction from investors, activists, or other stakeholders related to our efforts and goals, the perception of us and our products and services by current and potential customers, as well as investors, could cause our customers and consumers to stop purchasing our products or to purchase products from a competitor or subject us to legal and regulatory proceedings, any of which could adversely impact our business and financial results.
Further, if we incur adverse publicity and reaction from investors, activists, or other stakeholders related to our efforts and goals, the perception of us and our products and services by current and potential customers, as well as investors, could cause our customers and consumers to stop purchasing our products or to purchase products from a competitor or subject us to legal and regulatory proceedings, any of which could have a material adverse effect on our business and financial results.
Consequently, any material shift in consumer preferences away from these brands, or from the categories in which they compete, could have a material adverse effect on our business and financial results. 14 Table of Content s Furthermore, the broader alcohol industry is experiencing a shift in consumer drinking preferences and behaviors due to, among others, changing demographics and taste preferences (such as the expansion in above premium products, specifically flavored malt beverages, ready-to-drink alcoholic beverages, spirit-based beverages, cider, and other similar beverages, as well as a shift toward non-alcoholic beverages, health and wellness trends (including the use of glucagon-like peptide (GLP-1) agonists, and other similar beverages) downturns in economic conditions or perceived value, as well as changes in consumers' perception of our brands and the brands of our competitors.
Consequently, any material shift in consumer preferences away from these brands, or from the categories in which they compete, could have a material adverse effect on our business and financial results. 13 Table o f Contents Furthermore, the broader alcohol industry is also experiencing a shift in consumer drinking preferences and behaviors due to, among others, downturns in economic conditions or perceived value, changing demographics and taste preferences, such as the expansion in above premium products, specifically flavored malt beverages, RTDs, spirit-based beverages, cider and other similar beverages, as well as a shift toward non-alcoholic beverages, health and wellness trends (including the use of glucagon-like peptide (GLP-1) agonists), as well as changes in consumers' perception of our brands and the brands of our competitors.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 1 3 , " Commitments and Contingencies " in this Annual Report on Form 10-K for additional information regarding the status of pending legal outcomes. Our operations in developing and emerging markets expose us to additional risks, which could harm our business and financial results.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" in this Annual Report on Form 10-K for additional information regarding the status of pending legal outcomes. Our operations in developing and emerging markets expose us to additional risks, which could harm our business and financial results. We continue to operate in developing and emerging markets.
This ongoing evolution of the Ontario beer market may have a significant impact on the financial results of our ownership in Brewers Retail, Inc.
This ongoing evolution of the Ontario beer market may have a significant impact on the financial results of our ownership in Brewers Retail, Inc. and adversely affect our financial results.
The EIA removed grocery store pack size restrictions on beer, wine, cider and ready-to-drink alcoholic beverages as of July 18, 2024, and allowed for the expansion of licensed sale of beer, wine and ready-to-drink alcoholic beverages to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores as of October 31, 2024.
The EIA removed grocery store pack size restrictions on beer, wine, cider and RTDs as of July 18, 2024, and allowed for the expansion of licensed sale of beer, wine and RTDs to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores as of October 31, 2024.
Increased pressures for reduced pricing or difficulties in increasing prices while remaining competitive within our markets, as well as the need for increased capital investment, marketing and other expenditures could result in lower profitability or loss of market share and volumes.
Increased pressures for reduced pricing or difficulties in increasing prices while remaining competitive within our markets, as well as the need for increased capital investment, marketing and other expenditures could result in lower 14 Table o f Contents profitability or loss of market share and volumes.
Any future impairment of the Americas reporting unit or our intangible assets, or reclassification of indefinite-lived intangible assets to definite-lived, may result in charges that could have a material adverse effect on our financial results, as evidenced by the charges incurred during the fourth quarters of 2023 and 2022, as previously noted above.
Any future impairment of the Americas reporting unit or our intangible assets, or reclassification of indefinite-lived intangible assets to definite-lived, may result in charges that could have a material adverse effect on our financial results, as evidenced by the charges incurred during the third quarter of 2025 as well as 2023 and 2022, as previously noted above.
Quality water is a key ingredient in our brewing process. Clean water is a limited resource in many parts of the world and climate change may increase water scarcity and cause a deterioration of water quality in areas where we maintain brewing operations.
Clean water is a limited resource in many parts of the world and climate change may increase water scarcity and cause a deterioration of water quality in areas where we maintain brewing operations.
Additionally, modifications of laws and policies governing foreign trade and investment, including trade agreements and tariffs such as the United States-Mexico-Canada Agreement, the European Union-United Kingdom Trade and Cooperating Agreement, or aluminum tariffs, could adversely affect our supply chain, business and results of operations.
Modifications of laws and policies governing international trade and investment, including tariffs, such as aluminum tariffs, and trade agreements such as the United States-Mexico-Canada Agreement and the European Union-United Kingdom Trade and Cooperating Agreement ("TCA"), could adversely affect our supply chain, business and results of operations.
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 our breweries in Chippewa Falls, Wisconsin, 10th Street in Milwaukee, Wisconsin and Irwindale, California.
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 our breweries in Chippewa Falls, Wisconsin, and 10th Street in Milwaukee, Wisconsin in late 2024 and early 2025.
There is a risk of, and we are from time to time involved in or subject to a variety of litigation, claims, legal or regulatory proceedings or matters related to our business, the alcohol industry in general, our advertising and marketing practices, product claims, product labeling and ingredients, our intellectual property rights, alleged infringement or misappropriation by us of intellectual property rights of others, tax, environmental, privacy, insurance, ERISA and employment matters.
There is a risk of, and we are from time to time involved in or subject to a variety of litigation, claims, legal or regulatory proceedings or matters related to our business or the alcohol industry in general, including but not limited to our advertising and marketing practices, product claims, product labeling and ingredients, our intellectual property rights, alleged infringement or misappropriation by us of intellectual property rights of others, tax, environmental, privacy, insurance, ERISA and fiduciary responsibilities under ERISA, and other employment matters.
In addition, at the end of March through mid-June 2022, the unionized employees in our Montreal/Longueuil, Québec brewery and distribution centers went on strike, which significantly adversely affected our business, operations and financial results during the second and third quarters of 2022.
For example, at the end of March 2022 through mid-June 2022, the unionized employees in our Montréal/Longueuil, Québec brewery and distribution centers went on strike, which significantly adversely affected our business, operations and financial results during the second and third quarters of 2022.
The EIA requires TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025. From July 1, 2025 until December 31, 2025, TBS has the right to close additional retail locations to maintain a minimum of 300 stores.
The EIA required TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025 and to maintain a minimum of 300 stores from July 1, 2025 until December 31, 2025.
Although we have publicly expressed our intention to maintain an investment grade debt rating, ratings are determined by third-party rating agencies and in some cases the events that may cause us to suffer a ratings downgrade are unpredictable and outside of our control, such as the macroeconomic climate or political instability.
Although we have publicly expressed our intention to maintain an investment grade debt rating, ratings are determined by third-party rating agencies and in some cases the events that may cause us to suffer a ratings downgrade are unpredictable and outside of our control, such as evolving industry dynamics, changes in consumer taste preferences and behaviors, the macroeconomic climate or political instability.
Recently, intergovernmental organizations such as the Organization for Economic Co-operation and Development ("OECD") and European Union ("EU") have proposed or enacted changes to the existing tax laws of member countries.
In addition, intergovernmental organizations such as the Organization for Economic Co-operation and Development ("OECD") and EU have proposed or enacted changes to the existing tax laws of member countries.
A credit rating downgrade, particularly a downgrade below investment grade, could increase our costs of future borrowing, negatively impact our hedging instruments or sources of short-term liquidity and harm our ability to refinance our debt in the future on acceptable terms or access the capital markets.
A credit rating downgrade, particularly a downgrade below investment grade, could increase our costs of future borrowing, negatively impact our hedging instruments or sources of short-term liquidity and harm our ability to refinance our debt in the future on acceptable terms or access the capital markets, all of which could have a material adverse effect on our financial position.
Additionally, uncertainties exist with respect to the interpretation of, and potential future developments in, complex domestic and international tax laws and regulations, the amount and timing of future taxable income and the interaction of such laws and regulations among jurisdictions.
Additionally, uncertainties exist with respect to the interpretation of, and potential future developments in, complex domestic and international tax laws and regulations, the amount and timing of future taxable income, and the interaction of such laws and regulations among jurisdictions. The complexity of tax laws and regulations could necessitate future adjustments to tax expense recorded.
Pentland Securities (1981) Inc. ("Pentland") (a company controlled by the Molson family and related parties) and the Adolph Coors, Jr.
("Pentland") (a company controlled by the Molson family and related parties) and the Adolph Coors, Jr.
Additionally, 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 cybersecurity incident.
Additionally, 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 liability clauses in any of our contracts would be enforceable or adequate to protect us from liabilities or damages as a result of a cybersecurity incident (including incidents affecting our third-party vendors).
The brewing industry has significantly evolved over the years becoming an increasingly consolidated global beer market. For many years, the industry operated primarily on local presence with modest international expansion achieved through export, license and partnership arrangements. In contrast, it has now become increasingly complex and competitive as the consolidation of brewers has resulted in fewer major market participants.
For many years, the industry operated primarily on local presence with modest international expansion achieved through export, license and partnership arrangements. In contrast, it has now become increasingly complex and competitive as the consolidation of brewers has resulted in fewer major market participants.
Consumption of our products in some of our markets could be closely tied to general economic conditions.
Consumption of our products could be closely tied to general economic conditions.
Our business has been, and may continue to be, impacted by supply chain constraints and disruptions, caused in part, by the Russia-Ukraine conflict and the uncertain economic environment worldwide. These supply chain constraints could put significant inflationary pressures on commodity and other input prices. Supply chain disruptions may cause delays in shipments of our products and supplies.
Our business has been, and may continue to be, impacted by supply chain constraints and disruptions, caused in part, by wars and conflicts, such as the Russia-Ukraine conflict, and the uncertain economic environment worldwide. These supply chain constraints could put significant inflationary pressures on commodity and other input prices.
We regularly review our supply chain network in an attempt to ensure that our supply chain capacity is aligned with the needs of the business. Such reviews could potentially result in further closures and the related costs could be material.
We regularly review our supply chain network in an attempt to ensure that our supply chain capacity is aligned with the needs of the business. Such reviews could potentially result in further closures and the related costs could be material. Climate change and other weather events may negatively affect our business and financial results.
Our business is highly regulated by national, state, provincial and local laws and regulations in various jurisdictions regarding such matters as tariffs, licensing requirements, trade and pricing practices, taxation, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental matters, packaging material regulations, ingredient regulations, unclaimed property and other matters.
Our business is highly regulated by national, state, provincial and local laws and regulations in various jurisdictions governing tariffs, licensing, trade and pricing practices, labeling, advertising, promotion and marketing practices, distributor relationships, environmental matters, packaging and ingredient regulations, unclaimed property and other matters.
Risks Related to Ownership of our Class B Common Stock If Pentland and the Coors Trust do not agree on a matter submitted to our stockholders or if a super-majority of the Board do not agree on certain actions, generally the matter will not be approved, even if beneficial to us or favored by other stockholders or a majority of the Board.
If Pentland and the Coors Trust do not agree on a matter submitted to our stockholders or if a super-majority of the Board do not agree on certain actions, generally the matter will not be approved, even if beneficial to us or favored by other stockholders or a majority of the Board. Pentland Securities (1981) Inc.
Failure to comply with existing or future laws and regulations, including those related to tax, environment and health, or changes in these laws, regulations, or interpretations thereof, could result in the loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition and results of operations.
Failure to comply with current or future environmental, health, or other applicable laws and regulations (or changes to those laws, regulations or interpretations) could result in the loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition and results of operations.
As a result, we recorded a partial impairment charge of $845.0 million in our consolidated statements of operations during the fourth quarter of 2022.
In addition, during the fourth quarter of 2022, we recorded a partial goodwill impairment charge of $845.0 million as a result of our 2022 annual goodwill impairment testing of the Americas reporting unit in our consolidated statements of operations during the fourth quarter of 2022.
Further consolidation of distributors in our industry could reduce our ability to promote our brands in the markets in a manner that enhances rather than diminishes our brands' value, as well as reduce our ability to manage our pricing effectively and efficiently.
Further consolidation of distributors in our industry, as well as increasing retail consolidation within the on-premise channel in certain markets in our EMEA&APAC segment, could reduce our ability to promote our brands in the markets in a manner that enhances rather than diminishes our brands' value, as well as reduce our ability to manage our pricing effectively and efficiently.
The supply and price of these raw materials and commodities can fluctuate due to conditions that are difficult to predict and are beyond our control, including global geopolitical conditions or events (including the Russia-Ukraine conflict, especially as to the impact on energy supply prices), global competition for resources, inflationary pressures related to domestic and global economic conditions or supply chain issues, currency fluctuations, alternative sources for suppliers, disease outbreaks or pandemics, trade agreements, governmental regulations (including tariffs), frosts, droughts and other weather conditions and events, agricultural productivity, crop and plant diseases, theft, industry surcharges and other practices.
The supply and price of these raw materials and commodities can fluctuate due to conditions that are difficult to predict and are beyond our control, including global geopolitical conditions or events (including the Russia-Ukraine conflict), governmental regulations (including tariffs that can cause the Midwest Premium to fluctuate and including extended producer responsibility requirements which lead to producers paying the full value chain recycling of packaging materials sold), global competition for resources, inflationary pressures related to domestic and global economic conditions or supply chain issues, currency fluctuations, alternative sources for suppliers, disease outbreaks or pandemics, trade agreements, frosts, droughts and other weather conditions and events, agricultural productivity, crop and plant diseases, theft, industry surcharges and other practices.
Our brand image, reputation and financial results may be negatively impacted by our ability to navigate social media campaigns and trends in pursuit of various dynamic issues facing society on regional and global levels across the markets in which we operate.
Our brand image, reputation and financial results may be impacted by our ability to navigate marketing campaigns and trends that may intersect, even inadvertently, with various dynamic issues facing society on regional and global levels across the markets in which we operate.
We continue to operate in developing and emerging markets. In certain of these markets, we have limited operating experience and may not succeed.
In certain of these markets, we have limited operating experience and may not succeed.
The landscape related to such regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity. For example, the SEC, the State of California, and the European Commission have published proposed or final rules, including the European Commission's Corporate Sustainability Reporting Directive, that will require significantly increased disclosures related to climate change and other issues.
For example, the state of California, and the European Commission have published proposed or final rules, including the European Commission's Corporate Sustainability Reporting Directive, that will require significantly increased disclosures related to climate change and other issues.
In addition, because our brands carry family names and we may partner with celebrities or other famous sponsors, personal activities by certain members of the Molson or Coors families, our promotional partners or business partners that harm their public image or reputation could also have an adverse effect on our brands or our reputation.
In addition, because our brands carry family names, personal activities by certain members of the Molson or Coors families that harm their public image or reputation could also have an adverse effect on our brands or our reputation.
Molson Coors or its third-party vendors may adopt and integrate artificial intelligence tools into our systems for specific use cases after review by legal and information security and in alignment with internal oversight and policies and procedures. Our vendors and third-party partners may incorporate artificial intelligence tools into their offerings with or without disclosing this use to us.
Molson Coors or its third-party vendors may adopt and integrate artificial intelligence tools into our systems for specific use cases, including leveraging artificial intelligence in our marketing efforts, after review by legal and information security and in alignment with internal oversight and policies and procedures.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also monitor for significant changes in our cybersecurity risk posture and attempt to remediate the risk through collaboration with that partner. We also monitor for known breaches of the IT supplier landscape. As previously disclosed, during March 2021, we experienced a systems outage that was caused by a cybersecurity incident.
Biggest changeWe also monitor for known breaches of the IT supplier landscape. As previously disclosed, during March 2021, we experienced a systems outage that was caused by a cybersecurity incident. We engaged leading forensic information technology firms and legal counsel to assist our investigation into the incident and we restored our systems.
ITEM 1C. CYBERSECURITY Our cybersecurity program is managed by a dedicated Global Chief Information Officer ("CIO") whose team, including the head of Information Technology Security, is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes. Our CIO has over 35 years of relevant industry experience, including over 30 years at our Company.
ITEM 1C. CYBERSECURITY Our cybersecurity program is managed by a dedicated Chief Information Officer ("CIO") whose team, including the head of Information Technology Security, is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes. Our CIO has over 35 years of relevant industry experience, including over 30 years at our Company.
The Board has tasked the Audit Committee with overseeing, reviewing and discussing with management, the internal audit team and the independent auditors, our ERM Program, policies and procedures with respect to, among other things, the assessment and management of risks related to our cybersecurity and information security and the steps management has taken to monitor and control such risks.
The Board has tasked the Audit Committee with overseeing, reviewing and discussing with management, the internal audit team and the independent auditors, our ERM Program, policies and procedures with respect to, among other things, the assessment and management of risks related to our cybersecurity and information security and the steps management has taken to monitor and mitigate such risks.
See also Part I—Item 1A Risk Factors 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. 33 Table of Content s
See also Part I—Item 1A Risk Factors 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. 33 Table o f Contents
This incident caused a shift in production and shipments from the first quarter of 2021 to the balance of fiscal year 2021. In addition, we incurred certain incremental one-time costs of $2.4 million for the year ended December 31, 2021, related to consultants, experts and data recovery efforts, net of insurance recoveries.
In addition, we incurred certain incremental one-time costs of $2.4 million for the year ended December 31, 2021, related to consultants, experts and data recovery efforts, net of insurance recoveries.
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. 32 Table of Content s In addition, we operate a third-party cyber risk management capability which monitors the exposure of significant IT suppliers, significant software as a service suppliers and major vendors with access to our IT systems.
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.
We engaged leading forensic information technology firms and legal counsel to assist our investigation into the incident and we restored our systems. Despite these actions, we experienced delays and disruptions to our business, including brewery operations, production and shipments.
Despite these actions, we experienced delays and disruptions to our business, including brewery operations, production and shipments. This incident caused a shift in production and shipments from the first quarter of 2021 to the balance of fiscal year 2021.
Added
In addition, we operate a third-party cyber risk management capability which monitors the exposure of significant IT suppliers, significant software as a service suppliers and major vendors with access to our IT systems. We also monitor for significant changes in our cybersecurity risk posture and attempt to remediate the risk through collaboration with that partner.

Item 2. Properties

Properties — owned and leased real estate

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Biggest change(3) The Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively accounted for approximately 77% of our Americas segment production for the year ended December 31, 2024. 34 Table of Content s (4) The Wheat Ridge and Golden, Colorado facilities are leased from us by RMBC and RMMC, respectively.
Biggest change(3) The Wheat Ridge and Golden, Colorado facilities are leased from us by RMBC and RMMC, respectively. 34 Table o f Contents (4) The Burton-on-Trent, Prague, Ploiesti, Apatin and Zagreb breweries collectively accounted for approximately 75% of our EMEA&APAC segment production for the year ended December 31, 2025.
(2) EMEA&APAC segment operational headquarters Chicago, Illinois (1) Americas segment operational headquarters Golden, Colorado Corporate principal executive office and Americas segment administrative office Milwaukee, Wisconsin Americas segment administrative office Montréal, Québec (1) Corporate principal executive office and Americas segment administrative office Prague, Czech Republic EMEA&APAC segment administrative office Toronto, Ontario Americas segment administrative office Americas Segment Brewery/packaging plants Albany, Georgia (3) Brewing and packaging Chilliwack, British Columbia Brewing and packaging Elkton, Virginia (3) Brewing and packaging Fort Worth, Texas (3) Brewing and packaging Golden, Colorado (3) Brewing and packaging Longueuil, Québec Brewing and packaging Milwaukee, Wisconsin Brewing and packaging Toronto, Ontario Brewing and packaging Trenton, Ohio (3) Brewing and packaging Beer distributorship Denver, Colorado Distribution Container operations Golden, Colorado (4) Can and end manufacturing facilities Wheat Ridge, Colorado (4) Bottling manufacturing facility Malting operations Golden, Colorado Malting EMEA&APAC Segment Brewery/packaging plants Apatin, Serbia (5) Brewing and packaging Bőcs, Hungary Brewing and packaging Burton-on-Trent, U.K.
EMEA&APAC segment operational headquarters Chicago, Illinois (1) Americas segment operational headquarters Golden, Colorado Corporate principal executive office and Americas segment administrative office Milwaukee, Wisconsin Americas segment administrative office Montréal, Québec (1) Corporate principal executive office and Americas segment administrative office Prague, Czech Republic EMEA&APAC segment administrative office Toronto, Ontario Americas segment administrative office Americas Segment Brewery/packaging plants Albany, Georgia (2) Brewing and packaging Chilliwack, British Columbia Brewing and packaging Elkton, Virginia (2) Brewing and packaging Fort Worth, Texas (2) Brewing and packaging Golden, Colorado (2) Brewing and packaging Longueuil, Québec Brewing and packaging Milwaukee, Wisconsin Brewing and packaging Toronto, Ontario Brewing and packaging Trenton, Ohio (2) Brewing and packaging Beer distributorship Denver, Colorado Distribution Container operations Golden, Colorado (3) Can and end manufacturing facilities Wheat Ridge, Colorado (3) Bottling manufacturing facility Malting operations Golden, Colorado Malting EMEA&APAC Segment Brewery/packaging plants Apatin, Serbia (4) Brewing and packaging Bőcs, Hungary Brewing and packaging Burton-on-Trent, U.K.
Brewing and packaging Zagreb, Croatia (5) Brewing and packaging (1) We lease office space for our Americas segment operational headquarters in Chicago, Illinois, our global business services center in Bucharest, Romania as well as our corporate principal executive office and Americas segment administrative office in Montréal, Québec.
Brewing and packaging Zagreb, Croatia (4) Brewing and packaging (1) We lease office space for our Americas segment operational headquarters in Chicago, Illinois, our global business services center in Bucharest, Romania as well as our corporate principal executive office and Americas segment administrative office in Montréal, Québec.
(5) Brewing and packaging Haskovo, Bulgaria Brewing and packaging Niksic, Montenegro Brewing and packaging Ostrava, Czech Republic Brewing and packaging Ploiesti, Romania (5) Brewing and packaging Prague, Czech Republic (5) Brewing and packaging Tadcaster Brewery, Yorkshire, U.K.
(4) Brewing and packaging Haskovo, Bulgaria Brewing and packaging Niksic, Montenegro Brewing and packaging Ostrava, Czech Republic Brewing and packaging Ploiesti, Romania (4) Brewing and packaging Prague, Czech Republic (4) Brewing and packaging Tadcaster Brewery, Yorkshire, U.K.
ITEM 2. PROPERTIES As of February 18, 2025, our major facilities were owned (unless otherwise indicated) and are as follows: Facility Location Character Administrative Offices Bucharest, Romania (1) Global business services center Burton-on-Trent, U.K.
ITEM 2. PROPERTIES As of February 18, 2026, our principal properties by segment and function, all of which are owned by us unless otherwise noted, consisted of: Facility Location Character Administrative Offices Bucharest, Romania (1) Global business services center Burton-on-Trent, U.K.
We own and lease various warehouses, distribution centers and office spaces throughout the Americas segment and EMEA&APAC segment countries in which we operate. We believe our facilities are well maintained and suitable for their respective operations. During the year ended December 31, 2024, our operating facilities were not capacity constrained.
In addition to the properties listed above, we have smaller capacity facilities in each of our segments. We own and lease various warehouses, distribution centers and office spaces throughout the Americas segment and EMEA&APAC segment countries in which we operate. We believe our facilities are well maintained and suitable for their respective operations.
Removed
(2) As of December 31, 2022, we signed a sale and leaseback agreement for the EMEA&APAC segment operational headquarters facility located in Burton-on-Trent. The sale and leaseback agreement is due to terminate in February 2025 ahead of relocation to an owned facility near the Burton-on-Trent brewery that will serve as the EMEA&APAC segment operational headquarters from March 2025.
Added
(2) The Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively accounted for approximately 79% of our Americas segment production for the year ended December 31, 2025.
Removed
(5) The Burton-on-Trent, Prague, Ploiesti, Apatin and Zagreb breweries collectively accounted for approximately 73% of our EMEA&APAC segment production for the year ended December 31, 2024. In addition to the properties listed above, we have smaller capacity facilities in each of our segments.
Added
During the year ended December 31, 2025, our operating facilities were not capacity constrained.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−0 removed6 unchanged
Biggest changeA quarterly dividend of $0.38 per share was declared and paid to eligible shareholders of record on the respective record dates throughout 2022 for a total of $1.52 per share or a CAD equivalent of CAD 1.95 per share. 36 Table of Content s Issuer Purchases of Equity Securities The following table presents information with respect to Class B common stock purchases made by our Company during the three months ended December 31, 2024: Issuer Purchases of Equity Securities Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1) 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 (1) On September 29, 2023, 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.
Biggest changeA quarterly dividend of $0.41 per share was declared and paid to eligible shareholders of record on the respective record dates throughout 2023 for a total of $1.64 per share or a CAD equivalent of CAD 2.19 per share. 36 Table o f Contents Issuer Purchases of Equity Securities The following table presents information with respect to Class B common stock purchases made by our Company during the three months ended December 31, 2025: Issuer Purchases of Equity Securities Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1) October 1, 2025 through October 31, 2025 — $ — — $ 879,236,010 November 1, 2025 through November 30, 2025 4,541,855 $ 46.24 4,541,855 $ 669,236,722 December 1, 2025 through December 31, 2025 2,353,775 $ 46.73 2,353,775 $ 559,237,202 Total 6,895,630 $ 46.41 6,895,630 $ 559,237,202 (1) On September 29, 2023, our Board approved a share repurchase program up to an aggregate of $2.0 billion of our Class B common stock, excluding brokerage commissions and excise taxes, with an expected program term of five years.
The repurchase authorization does not oblige us to acquire any particular amount of our Company's Class B common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice. ITEM 6. [Reserved]
The repurchase authorization does not oblige us to acquire any particular amount of our Class B common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice. ITEM 6. [Reserved]
The number, price, structure and timing of the repurchases under the program, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements and other factors. Share repurchases may be made in the open market, in structured transactions or in privately negotiated transactions.
The number, price, structure and timing of the repurchases under the program, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt agreements and other factors. Share repurchases may be made in the open market, in structured transactions or in privately negotiated transactions.
We have used a weighted-average based on market capitalization to determine the return for the Peer Group.
We used a weighted-average based on market capitalization to determine the return for the Peer Group.
The approximate number of record security holders by class of stock at February 11, 2025, is as follows: Title of class Number of record security holders Class A common stock, $0.01 par value 23 Class B common stock, $0.01 par value 2,838 Class A exchangeable shares, no par value 202 Class B exchangeable shares, no par value 2,143 Performance Graph The following graph compares our cumulative total stockholder return over the last five fiscal years with the S&P 500 and a customized peer index including MCBC, ABI, Carlsberg, Heineken and Asahi (the "Peer Group").
The approximate number of record security holders by class of stock at February 11, 2026, was as follows: Title of class Number of record security holders Class A common stock, $0.01 par value 23 Class B common stock, $0.01 par value 2,767 Class A exchangeable shares, no par value 202 Class B exchangeable shares, no par value 2,113 Performance Graph The following graph compares our cumulative total stockholder return over the last five fiscal years with the S&P 500 and a customized peer index including MCBC, ABI, Carlsberg, Heineken and Asahi (the "Peer Group").
A quarterly dividend of $0.41 per share was declared and paid to eligible shareholders of record on the respective record dates throughout 2023 for a total of $1.64 per share or a CAD equivalent of CAD 2.19 per share.
A quarterly dividend of $0.47 per share was declared and paid to eligible shareholders of record on the respective record dates throughout 2025 for a total of $1.88 per share or a CAD equivalent of CAD 2.62 per share.
The graph assumes $100 was invested on December 31, 2019, in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends. 35 Table of Content s The below is provided for informational purposes and is not indicative of future performance. 2019 2020 2021 2022 2023 2024 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 Dividends We do not have any restrictions that prevent or limit our ability to declare or pay dividends.
The graph assumes $100 was invested on December 31, 2020, in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends. 35 Table o f Contents The below is provided for informational purposes and is not indicative of future performance. 2020 2021 2022 2023 2024 2025 Molson Coors $ 100.00 $ 104.07 $ 119.05 $ 151.48 $ 144.25 $ 122.07 S&P 500 $ 100.00 $ 128.68 $ 105.35 $ 133.55 $ 167.88 $ 198.29 Peer Group $ 100.00 $ 102.29 $ 102.59 $ 109.72 $ 91.55 $ 100.87 Dividends We do not have any restrictions that prevent or limit our ability to declare or pay dividends.
Added
On February 9, 2026, our Board approved an increase to the existing Class B common stock repurchase program by $2.0 billion, for an aggregate authorization of up to $4.0 billion, and an extension of the duration of the Class B common stock repurchase program to December 31, 2031.
Added
Including this increase, approximately $2.6 billion remains available for repurchase under the Class B common stock repurchase program as of December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

115 edited+62 added−33 removed55 unchanged
Biggest changeFor the years ended December 31, 2024 % Change December 31, 2023 % Change December 31, 2022 (In millions, except percentages and per share data) Net sales $ 11,627.0 (0.6) % $ 11,702.1 9.4 % $ 10,701.0 Cost of goods sold (7,093.6) (3.3) % (7,333.3) 4.1 % (7,045.8) Gross profit 4,533.4 3.8 % 4,368.8 19.5 % 3,655.2 Marketing, general and administrative expenses (2,717.5) (2.2) % (2,779.9) 6.2 % (2,618.8) Goodwill impairment — — % — N/M (845.0) Other operating income (expense), net (65.4) (59.8) % (162.7) 321.5 % (38.6) Equity income (loss) 2.7 (77.5) % 12.0 155.3 % 4.7 Operating income (loss) 1,753.2 21.9 % 1,438.2 813.1 % 157.5 Total non-operating income (expense), net (250.2) 34.7 % (185.7) (15.6) % (220.0) Income (loss) before income taxes 1,503.0 20.0 % 1,252.5 N/M (62.5) Income tax benefit (expense) (345.3) 16.6 % (296.1) 138.8 % (124.0) Net income (loss) 1,157.7 21.0 % 956.4 N/M (186.5) Net (income) loss attributable to noncontrolling interests (35.3) 370.7 % (7.5) N/M 11.2 Net income (loss) attributable to MCBC $ 1,122.4 18.3 % $ 948.9 N/M $ (175.3) Net income (loss) attributable to MCBC per diluted share $ 5.35 22.4 % $ 4.37 N/M $ (0.81) Financial volume in hectoliters 79.618 (5.0) % 83.772 1.8 % 82.272 N/M = Not meaningful Foreign currency impacts on results For the year ended December 31, 2024, foreign currency movements had the following impacts on our USD consolidated results: • Net sales - Unfavorable impact of $1.6 million (unfavorable impact for Americas of $21.9 million, partially offset by the favorable impact for EMEA&APAC of $20.3 million). 39 Table of Content s • Cost of goods sold - Favorable impact of $0.6 million (favorable impact for Americas and Unallocated of $14.3 million and $0.4 million, respectively, partially offset by the unfavorable impact for EMEA&APAC of $14.1 million). • MG&A - Favorable impact of $2.8 million (favorable impact for Americas of $6.5 million, partially offset by the unfavorable impact for EMEA&APAC of $3.7 million). • Income (loss) before income taxes - Unfavorable impact of $7.0 million (unfavorable impact for Americas and EMEA&APAC of $7.0 million and $2.3 million, respectively, partially offset by the favorable impact for Unallocated of $2.3 million).
Biggest changeFor the years ended December 31, 2025 % Change December 31, 2024 % Change December 31, 2023 (In millions, except percentages and per share data) Net sales $ 11,140.8 (4.2) % $ 11,627.0 (0.6) % $ 11,702.1 Cost of goods sold (6,866.2) (3.2) % (7,093.6) (3.3) % (7,333.3) Gross profit 4,274.6 (5.7) % 4,533.4 3.8 % 4,368.8 Marketing, general and administrative expenses (2,643.9) (2.7) % (2,717.5) (2.2) % (2,779.9) Goodwill impairment (3,645.7) N/M — N/M — Other operating income (expense), net (335.3) 412.7 % (65.4) (59.8) % (162.7) Equity income (loss) 13.4 396.3 % 2.7 (77.5) % 12.0 Operating income (loss) (2,336.9) N/M 1,753.2 21.9 % 1,438.2 Total non-operating income (expense), net (181.1) (27.6) % (250.2) 34.7 % (185.7) Income (loss) before income taxes (2,518.0) N/M 1,503.0 20.0 % 1,252.5 Income tax benefit (expense) 337.8 N/M (345.3) 16.6 % (296.1) Net income (loss) (2,180.2) N/M 1,157.7 21.0 % 956.4 Net (income) loss attributable to noncontrolling interests 40.6 N/M (35.3) 370.7 % (7.5) Net income (loss) attributable to MCBC $ (2,139.6) N/M $ 1,122.4 18.3 % $ 948.9 Net income (loss) attributable to MCBC per diluted share $ (10.75) N/M $ 5.35 22.4 % $ 4.37 Financial volume in hectoliters 72.810 (8.6) % 79.618 (5.0) % 83.772 N/M = Not meaningful Foreign currency impacts on results For the year ended December 31, 2025, foreign currency movements had the following impacts on our USD consolidated results of operations: • Net sales - Favorable impact of $77.6 million (favorable impact for EMEA&APAC of $99.0 million, partially offset by the unfavorable impact for Americas of $21.4 million). • Cost of goods sold - Unfavorable impact of $50.1 million (unfavorable impact for EMEA&APAC of $63.6 million, partially offset by the favorable impact for Americas of $13.5 million). • MG&A - Unfavorable impact of $15.3 million (unfavorable impact for EMEA&APAC of $22.5 million, partially offset by the favorable impact for Americas of $7.2 million). • Other operating income (expense), net - Unfavorable impact of $15.6 million (unfavorable impact for EMEA&APAC and Americas of $15.5 million and $0.1 million, respectively). • Income (loss) before income taxes - Unfavorable impact of $2.5 million (unfavorable impact for Unallocated of $3.8 million, partially offset by the favorable impact for EMEA&APAC of $1.3 million).
Health Care Cost Trend Rates The assumed health care cost trend rates represent the rates at which health care costs are assumed to increase and are based on actuarial input and consideration of historical and expected experience. We use these trends as a significant assumption in determining our postretirement benefit obligation and related costs.
Health Care Cost Trend Rates The health care cost trend rates represent the rates at which health care costs are assumed to increase and are based on actuarial input and consideration of historical and expected experience. We use these trends as a significant assumption in determining our postretirement benefit obligation and related costs.
We currently believe that our cash and cash equivalents, cash flows from operations and cash provided by short-term and long-term borrowings, when necessary, will be adequate to meet our ongoing operating requirements, scheduled principal and interest payments on debt, anticipated dividend payments, capital expenditures and other obligations for the twelve months subsequent to the date of the issuance of this report and our long-term liquidity requirements.
We believe that our cash and cash equivalents, cash flows from operations and cash provided by short-term and long-term borrowings, when necessary, will be adequate to meet our ongoing operating requirements, scheduled principal and interest payments on debt, anticipated dividend payments, capital expenditures and other obligations for the twelve months subsequent to the date of the issuance of this report and our long-term liquidity requirements.
Long-Term Expected Rate of Return on Assets The assumed long-term expected return on assets is used to estimate the actual return that will occur on each individual funded plan's respective plan assets in the upcoming year. We determine each plan's EROA with substantial input from independent investment specialists, including our actuaries and our outsourced investment consultants.
Long-Term Expected Rate of Return on Assets The long-term expected return on assets is used to estimate the actual return that will occur on each individual funded plan's respective plan assets in the upcoming year. We determine each plan's EROA with substantial input from independent investment specialists, including our actuaries and our outsourced investment consultants.
From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko to our above premium brands including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy , to our economy and value brands like Miller High Life and Keystone Light , we produce many beloved and iconic beers.
From our core power brands Coors Light , Miller Lite , Coors Banquet , Molson Canadian , Carling and Ožujsko, to our above premium brands including Madrí Excepcional , Staropramen , Blue Moon Belgian White and Leinenkugel’s Summer Shandy , to our value brands like Miller High Life and Keystone Light , we produce many beloved and iconic beers.
The guarantees are full and unconditional and joint and several. None of our other outstanding debt was issued in a transaction that was registered with the SEC, and such other outstanding debt is issued or otherwise generally guaranteed on a senior unsecured basis by the Obligor Group or other consolidated subsidiaries of MCBC.
The guarantees are full and unconditional and joint and several. None of our other outstanding debt was issued in a transaction that was registered with the SEC, and such other outstanding debt was issued or otherwise generally guaranteed on a senior unsecured basis by the Obligor Group or other consolidated subsidiaries of MCBC.
See also "Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995." A discussion related to the results of operations and changes in financial condition for 2023 compared to 2022 has been omitted from this report, but may be found in Part II, Item 7.
See also "Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995." A discussion related to the results of operations and changes in financial condition for 2024 compared to 2023 has been omitted from this report, but may be found in Part II, Item 7.
As of December 31, 2024, we had no borrowings drawn on this amended and restated multi-currency revolving credit facility and no commercial paper borrowings. We intend to further utilize our cross-border, cross currency cash pool as well as our commercial paper programs for liquidity as needed.
As of December 31, 2025, we had no borrowings drawn on this amended and restated multi-currency revolving credit facility and no commercial paper borrowings. We intend to further utilize our cross-border, cross currency cash pool as well as our commercial paper programs for liquidity as needed.
Discount Rates The assumed discount rates are used to present value future benefit obligations based on each plan's respective estimated duration. Our pension and OPEB discount rates are based on our annual evaluation of high quality corporate bonds in various markets based on appropriate indices and actuarial guidance.
Discount Rates Discount rates are used to present value future benefit obligations based on each plan's respective estimated duration. Our pension and OPEB discount rates are based on our annual evaluation of high quality corporate bonds in various markets based on appropriate indices and actuarial guidance.
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.
In addition, we received the final determination of the redemption value in October 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 during the third quarter of 2024.
As of December 31, 2024, and December 31, 2023, we were in compliance with all of these restrictions and covenants, have met such financial ratios and have met all debt payment obligations. All of our outstanding senior notes as of December 31, 2024, rank pari-passu.
As of December 31, 2025 and December 31, 2024, we were in compliance with all of these restrictions and covenants, have met such financial ratios and have met all debt payment obligations. All of our outstanding senior notes as of December 31, 2025, rank pari-passu.
We do not have any restrictions that prevent or limit our ability to declare or pay dividends. 44 Table of Content s While a significant portion of our cash flows from operating activities are generated within the U.S., our cash balances include cash held outside the U.S. and in currencies other than the USD.
We do not have any restrictions that prevent or limit our ability to declare or pay dividends. While a significant portion of our cash flows from operating activities are generated within the U.S., our cash balances include cash held outside the U.S. and in currencies other than the USD.
The maximum net debt to EBITDA leverage ratio, as defined by the amended and restated multi-currency revolving credit facility agreement, was 4.00x as of December 31, 2024, and December 31, 2023.
The maximum net debt to EBITDA leverage ratio, as defined by the amended and restated multi-currency revolving credit facility agreement, was 4.00x as of December 31, 2025, and December 31, 2024.
See Part II—Item 8 Financial Statements and Supplementary Data, “Consolidated Statements of Operations” for additional details of our U.S. GAAP results comparing December 31, 2024 and December 31, 2023.
See Part II—Item 8 Financial Statements and Supplementary Data, “Consolidated Statements of Operations” for additional details of our U.S. GAAP results comparing December 31, 2025 and December 31, 2024.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for a discussion of our contingencies, environmental and litigation reserves as of December 31, 2024.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for a discussion of our contingencies, environmental and litigation reserves as of December 31, 2025.
We may, therefore, have difficulties timely repatriating cash held outside the U.S., and such repatriation may be subject to tax. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. and other countries and may adversely affect our liquidity.
We may, therefore, have difficulties repatriating cash held outside the U.S. on a timely basis and such repatriation may be subject to tax. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. and other countries and may adversely affect our liquidity.
No other material triggering events were identified in either 2024 or 2023 related to our definite-lived intangible assets or other definite-lived assets. Income Taxes Income taxes are accounted for in accordance with U.S. GAAP. Judgment is required in determining our consolidated provision for income taxes.
No other material triggering events were identified in either 2025 or 2024 related to our definite-lived intangible assets or other long-lived assets. Income Taxes Income taxes are accounted for in accordance with U.S. GAAP. Judgment is required in determining our consolidated provision for income taxes.
While our 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 and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy , among others, through license, distribution, partnership and joint venture agreements.
While our 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 and non-alcoholic beverages. We also have partner brands, such as Simply Spiked , ZOA Energy , Fever-Tree , among others, through license, distribution, partnership and joint venture agreements.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2023 Form 10-K, filed with the SEC on February 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2024 Form 10-K, filed with the SEC on February 18, 2025, which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com.
Net sales 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): Financial Volume Price and Sales Mix Currency Total Americas net sales (5.7) % 4.0 % (0.3) % (2.0) % Net sales decreased 2.0% for the year ended December 31, 2024, compared to prior year, driven by lower financial volumes and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.
Net sales The following table highlights the drivers of the change in net sales for the year ended December 31, 2025, compared to December 31, 2024, (in percentages): Financial Volume Price and Sales Mix Currency Total Americas net sales (9.2) % 3.7 % (0.2) % (5.7) % Net sales decreased 5.7% for the year ended December 31, 2025, compared to prior year, driven by lower financial volume and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.
Due to a reduction in forecasted cash flows associated with one of our asset groups, we identified this as a triggering event during the fourth quarter of 2024 and performed a recoverability test for the long-lived assets at the asset group level but concluded that the recoverability test passed and no impairment was recorded.
Additionally, during 2024, due to a reduction in forecasted cash flows associated with one of our asset groups, we identified a triggering event and performed a recoverability test for the long-lived assets at the asset group level but concluded that the recoverability test passed and no impairment was recorded.
Items Affecting the Americas Segment Results of Operations 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.
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.
We also have CAD, GBP and USD overdraft facilities across several banks should we need additional short-term liquidity. 48 Table of Content s Under the terms of each of our debt facilities, we must comply with certain restrictions.
We also have CAD, GBP and USD overdraft facilities across several banks should we need additional short-term liquidity. Under the terms of each of our debt facilities, we must comply with certain restrictions.
These other guarantees are also full and unconditional and joint and several. As of December 31, 2024, the senior notes and related guarantees rank pari-passu with all other unsubordinated debt of the Obligor Group and senior to all future subordinated debt of the Obligor Group.
These other guarantees are also full and unconditional and joint and several. As of December 31, 2025, the senior notes and related guarantees ranked pari-passu with all other unsubordinated debt of the Obligor Group and senior to all future subordinated debt of the Obligor Group.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 11, "Employee Retirement Plans and Postretirement Benefits" for further information. Contingencies, Environmental and Litigation Reserves Contingencies, environmental and litigation reserves are recorded when probable, using our best estimate of loss.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 11, "Employee Retirement Plans and Postretirement Benefits" for further information. 52 Table o f Contents Contingencies, Environmental and Litigation Reserves Contingencies, environmental and litigation reserves are recorded when probable, using our best estimate of loss.
We believe that our discount rate assumptions are appropriate; however, significant changes in our assumptions may materially affect our pension and OPEB obligations and related expense. As of December 31, 2024, on a weighted-average basis, the discount rates used were 5.41% for our defined benefit pension plans and 5.15% for our OPEB plans.
We believe that our discount rate assumptions are appropriate; however, significant changes in our assumptions may materially affect our pension and OPEB obligations and related expense. As of December 31, 2025, on a weighted-average basis, the discount rates used were 5.31% for our defined benefit pension plans and 4.95% for our OPEB plans.
Decrease in EROA Increase in EROA (In millions) (Unfavorable) favorable impact to the 2024 net periodic pension and postretirement benefit cost $ (13.9) $ 13.9 Fair Value of Plan Assets The fair value of plan assets is determined by us using available market information and appropriate valuation methodologies.
Decrease in EROA Increase in EROA (In millions) Favorable (unfavorable) impact to the 2025 net periodic pension and postretirement benefit cost $ (11.7) $ 11.7 Fair Value of Plan Assets The fair value of plan assets is determined by us using available market information and appropriate valuation methodologies.
(2) Excludes royalty volume of 1.185 million hectoliters, 0.935 million hectoliters and 1.012 million hectoliters for the years ended December 31, 2024, 2023 and 2022, respectively.
(2) Excludes royalty volume of 1.224 million hectoliters, 1.185 million hectoliters and 0.935 million hectoliters for the years ended December 31, 2025, 2024 and 2023, respectively.
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.
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 (costs), net in our consolidated statements of operations during the third quarter of 2024.
As of December 31, 2024, approximately 55% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. F luctuations in foreign currency exchange rates have had and may continue to have a material impact on these foreign cash balances. Cash balances in foreign countries are often subject to additional restrictions.
As of December 31, 2025, approximately 57% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. F luctuations in foreign currency exchange rates could have a material impact on these foreign cash balances. Cash balances in foreign countries are often subject to additional restrictions.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" for further detail of our other operating income (expense), net.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" for further information.
(2) Excludes royalty volume of 2.550 million hectoliters, 2.683 million hectoliters and 2.719 million hectoliters for the years ended December 31, 2024, 2023 and 2022, respectively.
(2) Excludes royalty volume of 2.852 million hectoliters, 2.550 million hectoliters and 2.683 million hectoliters for the years ended December 31, 2025, 2024 and 2023, respectively.
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 units and indefinite-lived intangible assets may include such items as: (i) a decrease in expected future cash flows, specifically, an inability to execute on our strategic initiatives including our premiumization efforts or an increase in costs driven by inflation or other factors that could significantly impact our immediate and long range results, prolonged weakness in consumer demand or other competitive pressures adversely affecting our long-term volume trends, changes in trends and consumer preferences within the industry towards other brands or product categories, unfavorable working capital changes or an inability to successfully implement our cost savings initiatives, (ii) adverse changes in macroeconomic conditions that significantly differ from our assumptions in timing and/or degree (such as a global pandemic, recession or evolving beer industry), (iii) significant unfavorable changes in tax rates, (iv) volatility in the equity and debt markets or other country-specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples; and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages.
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 units and indefinite-lived intangible assets may include such items as: (i) a decrease in expected future cash flows, specifically, an inability to execute on our strategic initiatives, including prioritizing our investments to strengthen our core and value beer portfolios and to transform our above premium beer and beyond beer portfolios or an increase in costs driven by inflation or other factors that could significantly impact our immediate and long range results, prolonged weakness in consumer demand or other competitive pressures adversely affecting our long-term volume trends, changes in trends and consumer preferences within the industry towards other brands or product categories, unfavorable working capital changes or an inability to successfully implement our cost savings initiatives, (ii) adverse changes in macroeconomic conditions that significantly differ from our assumptions in timing and/or degree (such as a recession or evolving beer industry), (iii) significant unfavorable changes in tax rates, (iv) volatility in the equity and debt markets or other country-specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples; and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages. 53 Table o f Contents If actual performance results differ significantly from our projections or we experience significant fluctuations in our other assumptions, a material impairment loss may occur in the future.
Net sales 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): Financial Volume Price and Sales Mix Currency Total Consolidated net sales (5.0) % 4.4 % — % (0.6) % Net sales decreased 0.6% for the year ended December 31, 2024, compared to prior year driven by lower financial volumes, partially offset by favorable price and sales mix.
The following table highlights the drivers of the change in net sales for the year ended December 31, 2025, compared to December 31, 2024, (in percentages): Financial Volume Price and Sales Mix Currency Total Consolidated net sales (8.6) % 3.8 % 0.6 % (4.2) % Net sales decreased 4.2% for the year ended December 31, 2025, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix and favorable foreign currency impacts.
Our discounted cash flow projections include assumptions for growth rates for sales, costs and profits, which are based on various long-range financial and operational plans of each reporting unit or each indefinite-lived intangible asset.
Our discounted cash flow projections include significant assumptions for growth rates for sales and associated costs of goods sold, which are based on various long-range financial and operational plans of each reporting unit or each indefinite-lived intangible asset, along with terminal growth rates.
On June 3, 2024, we amended our existing $2.0 billion multi-currency revolving credit facility to, among other things, extend the maturity date from June 26, 2028 to June 26, 2029. As of December 31, 2024, we had $2.0 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility.
On June 26, 2025, we amended our existing $2.0 billion multi-currency revolving credit facility to extend the maturity date from June 26, 2029 to June 26, 2030. As of December 31, 2025, we had $2.0 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility.
Net sales 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): Financial Volume Price and Sales Mix Currency Total EMEA&APAC net sales (2.6) % 6.7 % 0.9 % 5.0 % Net sales increased 5.0% for the year ended December 31, 2024, compared to prior year, driven by favorable price and sales mix as well as favorable foreign currency impacts, partially offset by lower financial volumes.
Net sales The following table highlights the drivers of the change in net sales for the year ended December 31, 2025, compared to December 31, 2024 (in percentages): Financial Volume Price and Sales Mix Currency Total EMEA&APAC net sales (6.8) % 4.5 % 4.1 % 1.8 % Net sales increased 1.8% for the year ended December 31, 2025, compared to prior year, driven by price and sales mix and favorable foreign currency impacts, partially offset by lower financial volume.
Segment Results of Operations Americas Segment For the years ended December 31, 2024 % Change December 31, 2023 % Change December 31, 2022 (In millions, except percentages) Net sales (1) $ 9,240.2 (2.0) % $ 9,425.2 8.2 % $ 8,711.5 Income (loss) before income taxes $ 1,523.3 (2.8) % $ 1,566.7 400.7 % $ 312.9 Financial volume in hectoliters (1)(2) 58.905 (5.7) % 62.491 3.6 % 60.323 (1) Includes gross inter-segment sales and volumes which are eliminated in the consolidated totals.
Segment Results of Operations Americas Segment For the years ended December 31, 2025 % Change December 31, 2024 % Change December 31, 2023 (In millions, except percentages) Net sales (1) $ 8,712.8 (5.7) % $ 9,240.2 (2.0) % $ 9,425.2 Income (loss) before income taxes $ (2,343.6) N/M $ 1,523.3 (2.8) % $ 1,566.7 Financial volume in hectoliters (1)(2) 53.507 (9.2) % 58.905 (5.7) % 62.491 N/M = Not meaningful (1) Includes gross inter-segment sales and volume which are eliminated in the consolidated totals.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 1 1 , " Employee Retirement Plans and Postretirement Benefits " and Part II—Item 8 Financial Statements and Supplementary Data, Note 15, "Accumulated Other Comprehensive Income (Loss)" for further information. Cobra Beer Partnership, Ltd.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 11, "Employee Retirement Plans and Postretirement Benefits" and Part II—Item 8 Financial Statements and Supplementary Data, Note 15, "Accumulated Other Comprehensive Income (Loss)" for further information. Cobra Beer Partnership, Ltd. Buyout During March 2024, our partner in Cobra Beer Partnership, Ltd.
As a result, such changes may, upon ultimate enactment, result in material impacts to our financial statements. 54 Table of Content s
As a result, such changes may, upon ultimate enactment, result in material impacts to our financial statements.
However, to the extent current earnings of our foreign operations exist and are not otherwise distributed or planned to be distributed, such earnings accumulate. These accumulated earnings are not considered permanently reinvested in our foreign operations. The taxes associated with any future repatriation of undistributed earnings are anticipated to be insignificant.
However, to the extent current earnings of our foreign operations exist and are not otherwise distributed or planned to be distributed, such earnings accumulate. These accumulated earnings are not considered permanently reinvested in our foreign operations.
(1) Primarily represents expected benefit payments under our OPEB plans through 2033. The net underfunded liability as of December 31, 2024, of our defined benefit pension plans (excluding our overfunded plans) and OPEB plans is $34.9 million and $423.0 million, respectively.
(1) Primarily represents expected benefit payments under our OPEB plans through 2035. The net underfunded liability as of December 31, 2025, of our defined benefit pension plans (excluding our overfunded plans) and OPEB plans was $34.1 million and $435.1 million, respectively.
As of December 31, 2024, the health care trend rates used were ranging ratably from 7.00% in 2025 to 3.57% in 2040, which is a slight increase from our assumed health care trend rates ranging ratably from 6.75% in 2024 to 3.57% in 2040 as of December 31, 2023.
As of December 31, 2025, the health care trend rates used were ranging ratably from 7.50% in 2026 to 3.57% in 2040, which was an increase from our assumed health care trend rates ranging ratably from 7.00% in 2025 to 3.57% in 2040 as of December 31, 2024.
We also offer defined contribution plans in each of our segments. 50 Table of Content s Accounting for pension and OPEB plans requires that we make assumptions that involve considerable judgment which are significant inputs in the actuarial models that measure our net pension and OPEB obligations and ultimately impact our earnings.
Accounting for our pension and OPEB plans requires that we make assumptions that involve considerable judgment which are significant inputs in the actuarial models that measure our net pension and OPEB obligations and ultimately impact our earnings.
Unallocated activity also includes 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.
Unallocated activity also includes 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 exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment.
(2) See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion of the majority of the other long-term obligations which includes supply and distribution and advertising and promotions commitments.
(2) See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion of the majority of the other long-term obligations which includes supply and distribution and advertising and promotions commitments. The remaining balance relates to royalty payments, information technology services, derivative payments, pre-commencement leases and other commitments.
The remaining balance relates to derivative payments, information technology services, pre-commencement leases, open purchase orders and other commitments. 49 Table of Content s Other Commercial Commitments Based on foreign exchange rates as of December 31, 2024, future commercial commitments are as follows: Amount of commitment expiration per period Total amounts committed 2025 (1) 2026-2027 2028-2029 2030 and thereafter (In millions) Standby letters of credit $ 45.2 $ 43.7 $ 1.4 $ 0.1 $ — (1) Includes $12 million of letters of credit each of which contain a feature that automatically renews for an additional year if no cancellation notice is submitted.
Other Commercial Commitments Based on foreign exchange rates as of December 31, 2025, future commercial commitments were as follows: Amount of commitment expiration per period Total amounts committed 2026 (1) 2027-2028 2029-2030 2031 and thereafter (In millions) Standby letters of credit $ 45.2 $ 43.4 $ 1.6 $ — $ 0.2 (1) Includes $10.7 million of letters of credit each of which contain a feature that automatically renews for an additional year if no cancellation notice is submitted.
There are proposed or pending tax law changes in various jurisdictions and other changes to regulatory environments in countries in which we do business that, if enacted, could have an impact on our effective tax rate.
There are proposed or pending tax law changes in various jurisdictions and other changes to regulatory environments in countries in which we do business that, if enacted, could have an impact on our effective tax rate. 42 Table o f Contents On July 4, 2025, the OBBBA was enacted into law in the U.S.
Pursuant to the indenture dated May 3, 2012 (as amended, the "May 2012 Indenture"), MCBC issued its outstanding 5.0% senior notes due 2042.
Pursuant to the indenture dated May 3, 2012 (as amended, the "May 2012 Indenture"), MCBC issued its outstanding 5.0% senior notes due 2042. Additionally, pursuant to the indenture dated July 7, 2016 ("July 2016 Indenture"), MCBC issued its outstanding 3.0% senior notes due 2026 and 4.2% senior notes due 2046.
Total non-operating income (expense), net Total non-operating expense, net increased 10.5% for the year ended December 31, 2024, compared to prior year primarily due to a settlement loss of $34.0 million recorded as a result of Canadian pension plan annuity purchases and lower favorable transactional foreign currency impacts, partially offset by higher pension and OPEB non-service benefits and higher interest income from higher cash balances.
Total non-operating income (expense), net Total non-operating expense, net increased 5.7% for the year ended December 31, 2025, compared to prior year, primarily due to lower pension and OPEB non-service benefit, lower interest income, higher interest expense as a result of the issuance of EUR 800 million 3.8% senior notes in the second quarter of 2024 as well as unfavorable foreign currency transactional impacts, partially offset by the cycling of a prior year settlement loss of $34.0 million recorded as a result of Canadian pension plan annuity purchases.
Based on the above factors and expected asset allocations, we have assumed, on a weighted-average basis, an EROA of 5.70% for our defined benefit pension plan assets for cost recognition in 2025.
Based on the above factors and expected asset allocations, we have assumed, on a weighted-average basis, an EROA of 6.05% for our defined benefit pension plan assets for cost recognition in 2026. This was an increase from the weighted-average rate of 5.70% we assumed for 2025, primarily due to updated investment guidelines and target asset allocations.
Total non-operating income (expense), net 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.
Total non-operating income (expense), net Total non-operating expense, net improved 27.6% for the year ended December 31, 2025, compared to prior year, primarily due to the cycling of a prior year $45.8 million adjustment recorded to interest expense to increase our mandatorily redeemable NCI liability to the final redemption value related to the CBPL buyout, the cycling of a prior year settlement loss of $34.0 million recorded as a result of Canadian pension plan annuity purchases and a favorable $31.7 million unrealized fair value adjustment of the investment in Fevertree Drinks plc in the current year, partially offset by lower interest income, lower pension and OPEB non-service benefit and higher interest expense as a result of the issuance of EUR 800 million 3.8% senior notes in the second quarter of 2024.
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.
("CBPL") exercised a put option under our partnership agreement which required us to acquire the remaining 49.9% ownership interest. We adjusted the 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 net income attributable to noncontrolling interests and decreasing our net income attributable to MCBC.
A discussion of currency impacts on cost of goods sold is included in the "Foreign currency impacts on results" section above.
A discussion of currency impacts on income (loss) before income taxes is included in the "Foreign currency impacts on results" section above.
Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment, and all other components remain unallocated. 43 Table of Content s For the years ended December 31, 2024 % Change December 31, 2023 % Change December 31, 2022 (In millions, except percentages) Cost of goods sold $ 32.8 N/M $ (93.5) (59.3)% $ (229.9) Gross profit (loss) 32.8 N/M (93.5) (59.3)% (229.9) Operating income (loss) 32.8 N/M (93.5) (59.3)% (229.9) Total non-operating income (expense), net (198.4) 10.5 % (179.6) (13.0)% (206.5) Income (loss) before income taxes $ (165.6) (39.4) % $ (273.1) (37.4)% $ (436.4) N/M = Not meaningful Cost of goods sold The unrealized changes in fair value on our commodity derivatives, which are economic hedges, make up substantially all of the activity presented within cost of goods sold in the table above for the years ended December 31, 2024, 2023 and 2022.
For the years ended December 31, 2025 % Change December 31, 2024 % Change December 31, 2023 (In millions, except percentages) Cost of goods sold $ 48.4 47.6 % $ 32.8 N/M $ (93.5) Gross profit (loss) 48.4 47.6 % 32.8 N/M (93.5) Operating income (loss) 48.4 47.6 % 32.8 N/M (93.5) Total non-operating income (expense), net (209.7) 5.7 % (198.4) 10.5 % (179.6) Income (loss) before income taxes $ (161.3) (2.6) % $ (165.6) (39.4) % $ (273.1) N/M = Not meaningful Cost of goods sold The unrealized changes in fair value on our commodity derivatives, which are economic hedges, make up substantially all of the activity presented within cost of goods sold in the table above for the years ended December 31, 2025, 2024 and 2023.
A discussion of currency impacts on income (loss) before income taxes is included in the "Foreign currency impacts on results" section above. 42 Table of Content s EMEA&APAC Segment For the years ended December 31, 2024 % Change December 31, 2023 % Change December 31, 2022 (In millions, except percentages) Net sales (1) $ 2,411.1 5.0 % $ 2,296.1 14.5 % $ 2,005.2 Income (loss) before income taxes $ 145.3 N/M $ (41.1) N/M $ 61.0 Financial volume in hectoliters (1)(2) 20.722 (2.6) % 21.286 (3.0) % 21.955 N/M = Not meaningful (1) Includes gross inter-segment sales and volumes which are eliminated in the consolidated totals.
EMEA&APAC Segment For the years ended December 31, 2025 % Change December 31, 2024 % Change December 31, 2023 (In millions, except percentages) Net sales (1) $ 2,455.7 1.8 % $ 2,411.1 5.0 % $ 2,296.1 Income (loss) before income taxes $ (13.1) N/M $ 145.3 N/M $ (41.1) Financial volume in hectoliters (1)(2) 19.310 (6.8) % 20.722 (2.6) % 21.286 N/M = Not meaningful (1) Includes gross inter-segment sales and volumes which are eliminated in the consolidated totals.
Off-Balance Sheet Arrangements Refer to Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for discussion of off-balance sheet arrangements. As of December 31, 2024, we did not have any other material off-balance sheet arrangements. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion. Off-Balance Sheet Arrangements Refer to Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for discussion of off-balance sheet arrangements. As of December 31, 2025, we did not have any other material off-balance sheet arrangements.
Capital Expenditures We incurred $720.8 million, and paid $674.1 million, for capital improvement projects worldwide for the year ended December 31, 2024, excluding capital spending by equity method joint ventures, representing an increase of $32.2 million from the $688.6 million of capital expenditures incurred for the year ended December 31, 2023.
Capital Expenditures We incurred $667.4 million and paid $716.6 million for capital improvement projects worldwide for the year ended December 31, 2025, excluding capital spending by equity method joint ventures, representing a decrease of $53.4 million from the $720.8 million of capital expenditures incurred in the year ended December 31, 2024.
Factored volume in our EMEA&APAC segment is the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel such as bars and restaurants, which is a common arrangement in the U.K.
This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements. Factored volume in our EMEA&APAC segment represents the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel, which is a common arrangement in the U.K.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 3, "Investments" for further information. Wind Down or Sale of Certain U.S.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 3, "Investments" for further information. 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.
The impacts of foreign currency movements on our consolidated USD results described above for the year ended December 31, 2024, were primarily due to the strengthening of the USD compared to the CAD and CZK, partially offset by the weakening of the USD compared to the GBP.
The impacts of foreign currency movements on our consolidated USD results described above for the year ended December 31, 2025, were primarily due to the weakening of the USD compared to the GBP, EUR and CZK, partially offset by the strengthening of the USD compared to the CAD. 40 Table o f Contents Included in these amounts are both translational and transactional impacts of changes in foreign exchange rates.
In the U.S., we also participate in, and make contributions to, multi-employer pension plans. Further, our OPEB plans provide medical benefits for retirees and their eligible dependents as well as life insurance and, in some cases, dental and vision coverage, for certain retirees in the U.S., Canada and Europe.
Further, our OPEB plans provide medical benefits for retirees and their eligible dependents as well as life insurance and, in some cases, dental and vision coverage, for certain retirees in the U.S., Canada and Europe. The defined benefit pension plans are primarily funded, but all OPEB plans are unfunded. We also offer defined contribution plans in each of our segments.
Liquidity and Capital Resources Liquidity Overview Our primary sources of liquidity include cash provided by operating activities and access to external capital. We continue to monitor world events which may create credit or economic challenges that could adversely impact our profit or operating cash flows and our ability to obtain additional liquidity.
We continue to monitor world events which may create credit or economic challenges that could adversely impact our net income (loss) or operating cash flows and our ability to obtain additional liquidity.
The majority of our cash and cash equivalents are invested in a variety of highly liquid investments with original maturities of 90 days or less. These investments are viewed by management as low-risk investments on which there are little to no restrictions regarding our ability to access the underlying cash to fund our operations as necessary.
These investments are viewed by management as low-risk investments on which there are little to no restrictions regarding our ability to access the underlying cash to fund our operations as necessary.
If our assumptions are not realized, it is possible that further impairment charges may be recorded in the future. 53 Table of Content s Indefinite-Lived Intangible Assets The fair values of the Coors brands in the Americas (inclusive of our Coors brand in the U.S. and Coors distribution agreement in Canada), the Miller brands in the U.S., the Carling brands in the U.K. and the Staropramen brands in EMEA&APAC are sufficiently in excess of their respective carrying values as of the October 1, 2024 annual testing date, with each having over 15% cushion of fair value over book value.
The fair values of the Coors brands in the Americas (inclusive of our Coors brand in the U.S. and Coors distribution agreement in Canada), the Miller brands in the U.S. and the Carling brands in the U.K. are sufficiently in excess of their respective carrying values as of the October 1, 2025 annual testing date, with each having over 15% cushion of fair value over book value.
Specifically, 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.
Specifically, Unallocated primarily includes certain financing-related activities such as interest expense and interest income, as well as foreign exchange gains and losses on intercompany balances.
The following summarized financial information relates to the Obligor Group as of December 31, 2024, on a combined basis, after elimination of intercompany transactions and balances between the Obligor Group, and excluding the investments in and equity in the earnings of any non-guarantor subsidiaries.
See Part II—Item 8 Financial Statements and Supplementary Data, Note 9, "Debt" for details of all debt issued and outstanding as of December 31, 2025. 46 Table o f Contents The following summarized financial information relates to the Obligor Group as of December 31, 2025, on a combined basis, after elimination of intercompany transactions and balances between the Obligor Group, and excluding the investments in and equity in the earnings of any non-guarantor subsidiaries.
In connection with the preparation of our consolidated financial statements, we are required to make judgments and estimates that significantly affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. Our estimates are based on historical experience, current trends and various other assumptions we believe to be relevant under the circumstances.
Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our consolidated financial statements, we are required to make judgments and estimates that significantly affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures.
The balances and transactions with non-guarantor subsidiaries have been separately presented. 45 Table of Content s Summarized Financial Information of Obligor Group Year ended December 31, 2024 (In millions) Net sales, out of which: $ 9,077.4 Intercompany sales to non-guarantor subsidiaries $ 104.5 Gross profit, out of which: $ 3,590.2 Intercompany net costs from non-guarantor subsidiaries $ (368.3) Net interest expense, out of which: $ (170.4) Intercompany net interest income from non-guarantor subsidiaries $ 31.5 Income before income taxes $ 1,338.9 Net income $ 1,036.2 As of December 31, 2024 (In millions) Total current assets, out of which: $ 1,859.8 Intercompany receivables from non-guarantor subsidiaries $ 191.6 Total noncurrent assets, out of which: $ 23,958.2 Noncurrent intercompany notes receivable from non-guarantor subsidiaries $ 3,833.8 Total current liabilities, out of which: $ 2,673.9 Current portion of long-term debt and short-term borrowings $ 7.6 Intercompany payables due to non-guarantor subsidiaries $ 715.6 Total noncurrent liabilities, out of which: $ 8,950.8 Long-term debt $ 6,063.6 Noncurrent intercompany notes payable due to non-guarantor subsidiaries $ 13.2 Cash Flows and Use of Cash Our business historically generates positive operating cash flows each year and our debt maturities are generally of a longer-term nature.
Summarized Financial Information of Obligor Group Year ended December 31, 2025 (In millions) Net sales, out of which: $ 8,472.4 Intercompany sales to non-guarantor subsidiaries $ 146.7 Gross profit, out of which: $ 3,289.5 Intercompany net costs from non-guarantor subsidiaries $ (343.3) Net interest expense, out of which: $ (225.9) Intercompany net interest expense from non-guarantor subsidiaries $ (1.4) Loss before income taxes $ (2,267.2) Net loss $ (1,926.2) As of December 31, 2025 (In millions) Total current assets, out of which: $ 1,861.3 Intercompany receivables from non-guarantor subsidiaries $ 223.8 Total noncurrent assets, out of which: $ 20,360.8 Noncurrent intercompany notes receivable from non-guarantor subsidiaries $ 3,460.6 Total current liabilities, out of which: $ 5,015.0 Current portion of long-term debt and short-term borrowings $ 2,372.1 Intercompany payables due to non-guarantor subsidiaries $ 797.5 Total noncurrent liabilities, out of which: $ 6,339.3 Long-term debt $ 3,834.3 Noncurrent intercompany notes payable due to non-guarantor subsidiaries $ 29.4 Cash Flows and Use of Cash Our business historically generates positive operating cash flows each year and our debt is generally of a longer-term nature.
This metric is calculated as cost of goods sold per our consolidated statements of operations divided by financial volume for the respective period.
This metric is calculated as cost of goods sold per our consolidated statements of operations divided by financial volume for the respective period. We believe this metric is important and useful for investors and management because it provides an indication of the trends of mix and other cost impacts on our cost of goods sold.
The Americas reporting unit continues to be at a heightened risk of future impairment as the fair value exceeded its respective carrying value by less than 15%.
However, due to the partial impairment charge recognized in the third quarter of 2025, and the fact that the Americas reporting unit's fair value exceeds its carrying value by less than 15%, the Americas reporting unit continues to be at a heightened risk of future impairment.
Other operating income (expense), net 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.
Other operating income (expense), net Other operating expense, net declined $269.9 million for the year ended December 31, 2025, compared to prior year, primarily due to intangible asset impairments of $273.9 million, the cycling of a $77.9 million gain recognized upon the consolidation of ZOA in the fourth quarter of 2024 and restructuring charges of $28.7 million related to our Americas Restructuring Plan, partially offset by the cycling of a prior year loss on the decision to wind down or sell certain of our U.S. craft businesses.
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.
Price and sales mix favorably impacted net sales by 3.8% for the year ended December 31, 2025, primarily due to favorable sales mix and increased net pricing in both segments. Americas favorable sales mix was primarily driven by lower contract brewing volume and positive brand mix. Net sales per hectoliter increased 4.8%.
Cost of goods sold per hectoliter increased 1.8% for the year ended December 31, 2024, compared to prior year, primarily due to cost inflation related to materials and manufacturing expenses, unfavorable mix driven by lower contract brewing volumes and volume deleverage in the Americas segment, partially offset by favorable changes in our unrealized mark-to-market commodity derivative positions of $133.0 million and cost savings initiatives.
Cost of goods sold per hectoliter incr eased 5.8% for the year ended December 31, 2025, compared to prior year, primarily due to unfavorable mix driven by lower contract brewing volume in the Americas segment and premiumization, volume deleverage, cost inflation related to materials and manufacturing expenses including an approximate $35 million unfavorable impact to cost of goods sold attributable to Midwest Premium pricing as well as unfavorable foreign currency impact, partially offset by cost savings initiatives.
Higher other operating expense, net was primarily due to the wind down and sale of certain of our 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, partially offset by a $77.9 million gain recognized upon the consolidation of ZOA in the fourth quarter of 2024.
Higher other operating expense, net, was primarily due to the cycling of a $77.9 million gain recognized upon the consolidation of ZOA in the fourth quarter of 2024, a $75.3 million full impairment charge to our definite-lived intangible asset related to the Blue Run Spirits asset group and restructuring charges of $28.7 million related to our Americas Restructuring Plan, partially offset by cycling the wind down and sale of certain of our U.S. craft businesses and related restructuring costs.
We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.
The taxes associated with any future repatriation of undistributed earnings are anticipated to be insignificant. 55 Table o f Contents We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.
Volume Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as contract brewing, factored non-owned volume and company-owned distribution volume. This metric is presented on a sales-to-wholesalers ("STW") basis to reflect the sales from our operations to our direct customers, generally distributors.
The impact of transactional foreign currency gains and losses is recorded within other non-operating income (expense), net in our consolidated statements of operations. Volume Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as contract brewing, factored non-owned volume and company-owned distribution volume.
Pension and Other Postretirement Benefits Our defined benefit pension plans cover certain current and former employees in the U.S., Canada and the U.K. Benefit accruals for the majority of employees in our U.S. and U.K. plans have been frozen and the plans are closed to new entrants.
Benefit accruals for the majority of employees in our U.S. and U.K. plans are frozen and the plans are closed to new entrants. In the U.S., we also participate in, and make contributions to, multi-employer pension plans.
We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements.
This metric is presented on a sales-to-wholesalers basis to reflect the sales from our operations to our direct customers, generally distributors. We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers.
We believe that our EROA assumptions are appropriate; however, significant changes in our assumptions or actual returns that differ significantly from estimated returns may materially affect our net periodic pension costs. 51 Table of Content s A 50 basis point change in our EROA assumptions made at the beginning of 2024 would have had the following effects on 2024 net periodic pension and postretirement benefit costs.
A 50 basis point change in our EROA assumptions made at the beginning of 2025 would have had the following effects on 2025 net periodic pension and postretirement benefit costs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+2 added−1 removed12 unchanged
Biggest changeApproximately $3.7 billion, or 32%, of our net sales were denominated in functional currencies other than the USD for the year ended December 31, 2024. As a result, fluctuations in foreign currency exchange rates, particularly the CAD and the GBP, may have a material impact on our reported results.
Biggest changeAs a result, fluctuations in foreign currency exchange rates, particularly the CAD and the GBP, may have a material impact on our reported results. For the year ended December 31, 2025, net sales denominated in GBP and CAD approximated $1.5 billion and $1.2 billion, for each respective currency.
As of December 31, 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, 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, 2025 and December 31, 2024.
Our objective is to manage our exposures and to decrease the volatility of our earnings and cash flows as a result of changes in underlying rates and costs. Interest Rate Risk We are exposed to volatility in interest rates with regard to our current and future debt offerings. Specifically, we are exposed to U.S.
Our objective is to manage our exposures and to decrease the volatility of our earnings and cash flows as a result of changes in underlying rates and prices. Interest Rate Risk We are exposed to volatility in interest rates with regard to our current and future debt offerings. Specifically, we are exposed to U.S.
Notional amounts Fair Value Asset/(Liability) Effect of Adverse Change (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 Foreign currency denominated fixed rate debt $ 1,175.9 $ 1,260.7 $ (1,212.8) $ (1,248.6) $ (113.6) $ (124.8) Foreign currency forwards $ 196.2 $ 219.4 $ 10.6 $ (1.4) $ (20.1) $ (23.6) Commodity Price Risk We are exposed to volatility in commodity prices as we use commodities in the production and distribution of our products.
Notional amounts Fair Value Asset/(Liability) Effect of Adverse Change (In millions) As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 Foreign currency denominated fixed rate debt $ 1,304.0 $ 1,175.9 $ (1,340.9) $ (1,212.8) $ (140.9) $ (113.6) Foreign currency forwards $ 104.9 $ 196.2 $ 0.4 $ 10.6 $ (11.4) $ (20.1) Commodity Price Risk We are exposed to volatility in commodity prices as we use commodities in the production and distribution of our products.
Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2024 and December 31, 2023. As of December 31, 2024, approximately 65% of our outstanding foreign currency forwards mature in 2025, 32% mature in 2026 and 3% mature thereafter.
Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2025 and December 31, 2024. As of December 31, 2025, approximately 80% of our outstanding foreign currency forwards mature in 2026 and 20% mature in 2027.
Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2024 and December 31, 2023. As of December 31, 2024, approximately 79% of commodity swaps mature in 2025 and 21% mature in 2026.
Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2025 and December 31, 2024. As of December 31, 2025, approximately 81% of commodity swaps mature in 2026, 18% mature in 2027 and 1% mature in 2028.
Our EUR foreign-denominated debt is designated as a net investment hedge of our investment in a EUR functional currency subsidiary in order to hedge a portion of the foreign currency translational impacts.
We manage our foreign currency exposures through foreign currency forward contracts and net investment hedges. Our EUR foreign-denominated debt is designated as a net investment hedge of our investment in a EUR functional currency subsidiary in order to hedge a portion of the foreign currency translational impacts.
Notional amounts Fair Value Asset/(Liability) Effect of Adverse Change (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 USD denominated fixed rate debt $ 4,900.0 $ 4,900.0 $ (4,484.4) $ (4,608.2) $ (355.3) $ (414.4) Foreign currency denominated fixed rate debt $ 1,175.9 $ 1,260.7 $ (1,212.8) $ (1,248.6) $ (63.3) $ (13.5) Forward starting interest rate swaps $ 1,000.0 $ 1,000.0 $ 96.3 $ 41.6 $ (75.1) $ (78.9) Foreign Exchange Risk Foreign currency exchange risk is inherent in our operations primarily due to operating results that are denominated in currencies other than the USD.
Notional amounts Fair Value Asset/(Liability) Effect of Adverse Change (In millions) As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 USD denominated fixed rate notes $ 4,900.0 $ 4,900.0 $ (4,539.0) $ (4,484.4) $ (328.7) $ (355.3) Foreign currency denominated fixed rate notes $ 1,304.0 $ 1,175.9 $ (1,340.9) $ (1,212.8) $ (59.4) $ (63.3) Forward starting interest rate swaps $ 1,000.0 $ 1,000.0 $ 83.7 $ 96.3 $ (81.4) $ (75.1) Foreign Exchange Risk Foreign currency exchange risk is inherent in our operations, primarily due to operating results that are denominated in currencies other than the USD.
Our foreign currency forward contracts manage our exposure related to certain royalty agreements, the purchase of production inputs and imports that are denominated in currencies other than the entity's functional local currency and other foreign currency exchange exposure. 55 Table of Content s The following table includes details of our foreign currency forwards used to hedge our foreign exchange rate risk as well as the impact of a hypothetical 10% adverse change in the related foreign currency exchange rates on the fair value of the foreign currency forwards.
Our foreign currency forward contracts manage our exposure related to certain royalty agreements, the purchase of production inputs and imports that are denominated in currencies other than the entity's functional currency and other foreign currency exchange exposure. The following table includes details of our foreign currency denominated fixed rate debt.
Notional amounts Fair Value Asset/(Liability) Effect of Adverse Change (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 Swaps $ 376.4 $ 653.5 $ 3.7 $ (30.4) $ (36.3) $ (58.1) 56 Table of Content s
Notional amounts Fair Value Asset/(Liability) Effect of Adverse Change (In millions) As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 Swaps $ 442.1 $ 376.4 $ 52.1 $ 3.7 $ (46.9) $ (36.3) 57 Table o f Contents
See Part II - Item, 8. Financial Statements and Supplementary Data, Note 1. "Basis of Presentation and Summary of Significant Accounting Policies" for our accounting policy over the accounting for translation adjustments and foreign currency transactions.
See Part II - Item, 8. Financial Statements and Supplementary Data, Note 1.
Removed
For the year ended December 31, 2024, net sales denominated in GBP and CAD approximated $1.4 billion and $1.3 billion, for each respective currency. We manage our foreign currency exposures through foreign currency forward contracts and net investment hedges.
Added
"Basis of Presentation and Summary of Significant Accounting Policies" for our accounting policy over the accounting for translation adjustments and foreign currency transactions. 56 Table o f Contents Approximately $3.7 billion, or 33%, of our net sales were denominated in functional currencies other than the USD for the year ended December 31, 2025.
Added
The table also presents details of our foreign currency forwards, which are used to hedge our foreign exchange rate risk, as well as the impact of a hypothetical 10% adverse change in the related foreign currency exchange rates on the fair value of our foreign currency denominated fixed rate debt and our foreign currency forwards.

Other TAP 10-K year-over-year comparisons