10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______ .

Commission File Number: 1-14829

Molson Coors Beverage Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

P.O. Box 4030, NH353, Golden, Colorado, USA

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

(Address of principal executive offices)

84-0178360

(I.R.S. Employer Identification No.)

80401

H3C 2M1

(Zip Code)

303-279-6565 (Colorado)

514-521-1786 (Québec)

(Registrant's telephone number, including area code)

_______________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	TAP.A	New York Stock Exchange
Class B Common Stock, $0.01 par value	TAP	New York Stock Exchange
1.25% Senior Notes due 2024	TAP	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ý

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of April 25, 2023:

Class A Common Stock — 2,562,506 shares

Class B Common Stock — 200,383,830 shares

Exchangeable shares:

As of April 25, 2023, the following number of exchangeable shares were outstanding for Molson Coors Canada, Inc.:

Class A Exchangeable shares — 2,717,367 shares

Class B Exchangeable shares — 10,570,654 shares

The Class A exchangeable shares and Class B exchangeable shares are shares of the share capital in Molson Coors Canada Inc., a wholly-owned subsidiary of the registrant. They are publicly traded on the Toronto Stock Exchange under the symbols TPX.A and TPX.B, respectively. These shares are intended to provide substantially the same economic and voting rights as the corresponding class of Molson Coors common stock in which they may be exchanged. In addition to the registered Class A common stock and the Class B common stock, the registrant has also issued and outstanding one share each of a Special Class A voting stock and Special Class B voting stock. The Special Class A voting stock and the Special Class B voting stock provide the mechanism for holders of Class A exchangeable shares and Class B exchangeable shares to be provided instructions to vote with the holders of the Class A common stock and the Class B common stock, respectively. The holders of the Special Class A voting stock and Special Class B voting stock are entitled to one vote for each outstanding Class A exchangeable share and Class B exchangeable share, respectively, excluding shares held by the registrant or its subsidiaries, and generally vote together with the Class A common stock and Class B common stock, respectively, on all matters on which the Class A common stock and Class B common stock are entitled to vote. The Special Class A voting stock and Special Class B voting stock are subject to a voting trust arrangement. The trustee which holds the Special Class A voting stock and the Special Class B voting stock is required to cast a number of votes equal to the number of then-outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but will only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, other than the registrant or its subsidiaries, respectively, on the record date, and will cast the votes in accordance with such instructions so received.

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

INDEX

		Page
Glossary of Terms and Abbreviations		3
Cautionary Statement		4
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Cash Flows	8
	Condensed Consolidated Statements of Stockholders' Equity and Noncontrolling Interests	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
	Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"	10
	Note 2, "New Accounting Pronouncements"	11
	Note 3, "Investments"	12
	Note 4, "Inventories"	12
	Note 5, "Goodwill and Intangible Assets"	13
	Note 6, "Leases"	15
	Note 7, "Debt"	16
	Note 8, "Derivative Instruments and Hedging Activities"	17
	Note 9, "Income Tax"	19
	Note 10, "Commitments and Contingencies"	20
	Note 11, "Accumulated Other Comprehensive Income (Loss)"	21
	Note 12, "Other Operating Income (Expense), net"	22
	Note 13, "Segment Reporting"	23
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signature		37

2

Glossary of Terms and Abbreviations

AOCI	Accumulated other comprehensive income (loss)
CAD	Canadian Dollar
COGS	Cost of goods sold
CZK	Czech Koruna
DBRS	A global credit rating agency in Toronto
EBITDA	Earnings before interest, tax, depreciation and amortization
EPS	Earnings per share
EUR	Euro
FASB	Financial Accounting Standards Board
GBP	British Pound
LIBOR	London Interbank Offered Rate
MG&A	Marketing, general and administrative
Moody’s	Moody’s Investors Service Limited, a nationally recognized statistical rating organization designated by the SEC
OCI	Other comprehensive income (loss)
OPEB	Other postretirement benefit plans
PSUs	Performance share units
RON	Romanian leu
RSD	Serbian Dinar
RSUs	Restricted stock units
SEC	U.S. Securities and Exchange Commission
Standard & Poor’s	Standard and Poor’s Ratings Services, a nationally recognized statistical rating organization designated by the SEC
STWs	Sales-to-wholesalers
U.K.	United Kingdom
U.S.	United States
U.S. GAAP	Accounting principles generally accepted in the U.S.
USD or $	U.S. Dollar
VIEs	Variable interest entities

3

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

This Quarterly Report on Form 10-Q ("this report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements in Part I.—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report under the heading "Items Affecting Reported Results", with respect to expectations of cost inflation, limited consumer disposable income, consumer preferences, overall volume trends, pricing trends, industry forces, cost reduction strategies, shipment levels and profitability, the sufficiency of capital resources, anticipated results, expectations for funding future capital expenditures and operations, debt service capabilities, timing and amounts of debt and leverage levels, market share and expectations regarding future dividends. In addition, statements that we make in this report that are not statements of historical fact may also be forward-looking statements. Words such as "expects," "intend," "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies" and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part II.— Item IA. "Risk Factors" in this report and those described from time to time in our past and future reports filed with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2022 ("Annual Report"). Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Market and Industry Data

The market and industry data used in this report are based on independent industry publications, customers, trade or business organizations, reports by market research firms and other published statistical information from third parties (collectively, the “Third Party Information”), as well as information based on management’s good faith estimates, which we derive from our review of internal information and independent sources. Such Third Party Information generally states that the information contained therein or provided by such sources has been obtained from sources believed to be reliable.

4

PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS (UNAUDITED)

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	Three Months Ended
	March 31, 2023		March 31, 2022
Sales	$	2,774.8	$	2,643.3
Excise taxes	(428.5)		(428.7)
Net sales	2,346.3		2,214.6
Cost of goods sold	(1,575.6)		(1,286.8)
Gross profit	770.7		927.8
Marketing, general and administrative expenses	(615.0)		(675.7)
Other operating income (expense), net	(0.5)		(27.6)
Equity income (loss)	3.0		(0.1)
Operating income (loss)	158.2		224.4
Interest income (expense), net	(59.1)		(63.3)
Other pension and postretirement benefits (costs), net	2.6		10.6
Other non-operating income (expense), net	0.2		2.0
Income (loss) before income taxes	101.9		173.7
Income tax benefit (expense)	(28.7)		(36.4)
Net income (loss)	73.2		137.3
Net (income) loss attributable to noncontrolling interests	(0.7)		14.2
Net income (loss) attributable to Molson Coors Beverage Company	$	72.5	$	151.5
Net income (loss) attributable to Molson Coors Beverage Company per share
Basic	$	0.33	$	0.70
Diluted	$	0.33	$	0.70
Weighted-average shares outstanding
Basic	216.5		217.2
Dilutive effect of share-based awards	0.8		0.6
Diluted	217.3		217.8

See notes to unaudited condensed consolidated financial statements.

5

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)

(UNAUDITED)

	Three Months Ended
	March 31, 2023		March 31, 2022
Net income (loss) including noncontrolling interests	$	73.2	$	137.3
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	54.2		(10.2)
Reclassification of cumulative translation adjustment	—		12.1
Unrealized gain (loss) on derivative instruments	(18.5)		54.1
Reclassification of derivative (gain) loss to income (loss)	0.9		0.7
Pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss)	(2.9)		(0.9)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	1.5		0.2
Total other comprehensive income (loss), net of tax	35.2		56.0
Comprehensive income (loss)	108.4		193.3
Comprehensive (income) loss attributable to noncontrolling interests	(1.0)		14.6
Comprehensive income (loss) attributable to Molson Coors Beverage Company	$	107.4	$	207.9

See notes to unaudited condensed consolidated financial statements.

6

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT PAR VALUE)

(UNAUDITED)

	As of
	March 31, 2023		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	328.2	$	600.0
Trade, less allowance for doubtful accounts of $13.3 and $13.2, respectively	803.8		739.8
Other receivables, net	121.6		126.4
Inventories, net	915.6		792.9
Other current assets, net	382.4		378.9
Total current assets	2,551.6		2,638.0
Properties, net	4,270.1		4,222.8
Goodwill	5,292.4		5,291.9
Other intangibles, net	12,799.3		12,800.1
Other assets	939.1		915.5
Total assets	$	25,852.5	$	25,868.3
Liabilities and equity
Current liabilities
Accounts payable and other current liabilities	$	2,893.5	$	2,978.3
Current portion of long-term debt and short-term borrowings	412.7		397.1
Total current liabilities	3,306.2		3,375.4
Long-term debt	6,177.7		6,165.2
Pension and postretirement benefits	470.0		473.3
Deferred tax liabilities	2,658.6		2,646.4
Other liabilities	321.0		292.8
Total liabilities	12,933.5		12,953.1
Commitments and contingencies (Note 10)
Molson Coors Beverage Company stockholders' equity
Capital stock
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)	—		—
Class A common stock, $0.01 par value (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively)	—		—
Class B common stock, $0.01 par value (authorized: 500.0 shares; issued: 211.1 shares and 210.5 shares, respectively)	2.1		2.1
Class A exchangeable shares, no par value (issued and outstanding: 2.7 shares and 2.7 shares, respectively)	102.2		102.2
Class B exchangeable shares, no par value (issued and outstanding: 10.6 shares and 11.0 shares, respectively)	397.7		413.3
Paid-in capital	7,025.6		7,006.4
Retained earnings	6,877.0		6,894.1
Accumulated other comprehensive income (loss)	(1,170.6)		(1,205.5)
Class B common stock held in treasury at cost (10.7 shares and 10.5 shares, respectively)	(537.5)		(522.9)
Total Molson Coors Beverage Company stockholders' equity	12,696.5		12,689.7
Noncontrolling interests	222.5		225.5
Total equity	12,919.0		12,915.2
Total liabilities and equity	$	25,852.5	$	25,868.3

See notes to unaudited condensed consolidated financial statements.

7

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

(UNAUDITED)

	Three Months Ended
	March 31, 2023		March 31, 2022
Cash flows from operating activities
Net income (loss) including noncontrolling interests	$	73.2	$	137.3
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	171.5		173.7
Amortization of debt issuance costs and discounts	1.5		1.6
Share-based compensation	9.8		8.5
(Gain) loss on sale or impairment of properties and other assets, net	(2.5)		22.4
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net	52.5		(169.6)
Equity (income) loss	(3.0)		0.1
Income tax (benefit) expense	28.7		36.4
Income tax (paid) received	(10.0)		(3.1)
Interest expense, excluding amortization of debt issuance costs and discounts	59.7		62.2
Interest paid	(80.4)		(81.2)
Change in current assets and liabilities and other	(297.6)		(307.6)
Net cash provided by (used in) operating activities	3.4		(119.3)
Cash flows from investing activities
Additions to properties	(181.4)		(243.8)
Proceeds from sales of properties and other assets	4.6		13.2
Other	(0.6)		4.4
Net cash provided by (used in) investing activities	(177.4)		(226.2)
Cash flows from financing activities
Exercise of stock options under equity compensation plans	—		0.9
Dividends paid	(89.5)		(82.4)
Payments for purchases of treasury stock	(14.6)		(14.1)
Payments on debt and borrowings	(1.6)		(1.1)
Proceeds on debt and borrowings	3.0		5.0
Net proceeds from (payments on) revolving credit facilities and commercial paper	—		156.3
Other	0.2		7.9
Net cash provided by (used in) financing activities	(102.5)		72.5
Effect of foreign exchange rate changes on cash and cash equivalents	4.7		(5.7)
Net increase (decrease) in cash and cash equivalents	(271.8)		(278.7)
Balance at beginning of year	600.0		637.4
Balance at end of period	$	328.2	$	358.7

See notes to unaudited condensed consolidated financial statements.

8

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

AND NONCONTROLLING INTERESTS

(IN MILLIONS)

(UNAUDITED)

			Molson Coors Beverage Company Stockholders' Equity
															Accumulated		Common stock
			Common stock				Exchangeable								other		held in		Non
			issued				shares issued				Paid-in-		Retained		comprehensive		treasury		controlling
	Total		Class A		Class B		Class A		Class B		capital		earnings		income (loss)		Class B		interests
As of December 31, 2021	$	13,664.1	$	—	$	2.1	$	102.2	$	417.8	$	6,970.9	$	7,401.5	$	(1,006.0)	$	(471.4)	$	247.0
Exchange of shares	—		—		—		—		(0.6)		0.6		—		—		—		—
Shares issued under equity compensation plan	(4.4)		—		—		—		—		(4.4)		—		—		—		—
Amortization of share-based compensation	8.5		—		—		—		—		8.5		—		—		—		—
Net income (loss) including noncontrolling interests	137.3		—		—		—		—		—		151.5		—		—		(14.2)
Other comprehensive income (loss), net of tax	56.0		—		—		—		—		—		—		56.4		—		(0.4)
Share repurchase program	(14.1)		—		—		—		—		—		—		—		(14.1)		—
Contributions from noncontrolling interests	7.3		—		—		—		—		—		—		—		—		7.3
Distributions and dividends to noncontrolling interests	(1.0)		—		—		—		—		—		—		—		—		(1.0)
Dividends declared	(83.2)		—		—		—		—		—		(83.2)		—		—		—
As of March 31, 2022	$	13,770.5	$	—	$	2.1	$	102.2	$	417.2	$	6,975.6	$	7,469.8	$	(949.6)	$	(485.5)	$	238.7

			Molson Coors Beverage Company Stockholders' Equity
															Accumulated		Common stock
			Common stock				Exchangeable								other		held in		Non
			issued				shares issued				Paid-in-		Retained		comprehensive		treasury		controlling
	Total		Class A		Class B		Class A		Class B		capital		earnings		income (loss)		Class B		interests
As of December 31, 2022	$	12,915.2	$	—	$	2.1	$	102.2	$	413.3	$	7,006.4	$	6,894.1	$	(1,205.5)	$	(522.9)	$	225.5
Exchange of shares	—		—		—		—		(15.6)		15.6		—		—		—		—
Shares issued under equity compensation plan	(6.2)		—		—		—		—		(6.2)		—		—		—		—
Amortization of share-based compensation	9.8		—		—		—		—		9.8		—		—		—		—
Net income (loss) including noncontrolling interests	73.2		—		—		—		—		—		72.5		—		—		0.7
Other comprehensive income (loss), net of tax	35.2		—		—		—		—		—		—		34.9		—		0.3
Share repurchase program	(14.6)		—		—		—		—		—		—		—		(14.6)		—
Distributions and dividends to noncontrolling interests	(4.0)		—		—		—		—		—		—		—		—		(4.0)
Dividends declared	(89.6)		—		—		—		—		—		(89.6)		—		—		—
As of March 31, 2023	$	12,919.0	$	—	$	2.1	$	102.2	$	397.7	$	7,025.6	$	6,877.0	$	(1,170.6)	$	(537.5)	$	222.5

See notes to unaudited condensed consolidated financial statements.

9

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments. Our reporting segments include Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America, and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than the USD, include the CAD, the GBP and our Central European operating currencies such as the EUR, CZK, RON and RSD.

The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with U.S. GAAP. Such unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to the Audited Consolidated Financial Statements included in our Annual Report, except as noted in Note 2, "New Accounting Pronouncements".

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be achieved for the full year or any other future period.

Cost Inflation

We have been experiencing significant cost inflation, including higher material, conversion and energy costs, which negatively impacted our results of operations during the three months ended March 31, 2023. We expect cost inflation to continue to have a negative impact on our results of operations for the remainder of 2023 and possibly beyond. To the extent materials, conversion and energy prices continue to fluctuate, our business and financial results could continue to be materially adversely impacted. We continue to monitor these risks and rely on our risk management hedging program, increased pricing to our customers, our premiumization strategy and cost savings programs to help mitigate some of the inflationary pressures. See Part I.—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, under the heading "Items Affecting Reported Results" for further discussion.

Anti-Dilutive Securities

Anti-dilutive securities excluded from the computation of diluted EPS were 1.7 million and 2.2 million for the three months ended March 31, 2023 and March 31, 2022, respectively.

Dividends

On February 20, 2023, our Company's Board of Directors declared a cash dividend of $0.41 per share, paid on March 17, 2023, to shareholders of Class A and Class B common stock of record on March 3, 2023. Shareholders of exchangeable shares received the CAD equivalent of dividends declared on Class A and Class B common stock, equal to CAD 0.55 per share. During the three months ended March 31, 2022, dividends declared to eligible shareholders were $0.38 per share, with the CAD equivalent equal to CAD 0.48 per share.

Share Repurchase Program

During the first quarter of 2022, our Company's Board of Directors approved a share repurchase program up to an aggregate of $200 million of our Company's Class B common stock through March 31, 2026, with the program primarily intended to offset annual employee equity award grants. During the three months ended March 31, 2023, we repurchased 275,000 shares under the share repurchase program at a weighted average price of $52.95 per share, including brokerage commissions, for an aggregate value of $14.6 million.

10

For the three months ended March 31, 2022, we repurchased 280,000 shares under the share repurchase program at a weighted average price of $50.40 per share, including brokerage commissions, for an aggregate value of $14.1 million.

Non-Cash Activity

Non-cash investing activities include movements in our guarantee of indebtedness of certain equity method investments. See Note 3, "Investments" for further discussion. We also had non-cash activities related to capital expenditures incurred but not yet paid of $203.3 million and $139.9 million during the three months ended March 31, 2023 and March 31, 2022, respectively. In addition, we had non-cash activities related to our non-cash issuances of share-based awards.

As of March 31, 2022, we recorded a non-cash transaction related to the establishment of an accrued liability of $56.0 million as the best estimate of the probable loss in the Keystone litigation case based on the jury verdict. During the three months ended March 31, 2023, we recorded a non-cash transaction of $0.5 million in accrued interest associated with this accrued liability. See Note 10, "Commitments and Contingencies" for further details.

Other than the activity mentioned above and the supplemental non-cash activity related to the recognition of leases further discussed in Note 6, "Leases," there was no other significant non-cash activity during the three months ended March 31, 2023 and March 31, 2022, respectively.

Share-Based Compensation

During the three months ended March 31, 2023 and March 31, 2022, we granted stock options, RSUs and PSUs to certain officers and other eligible employees. We recognized share-based compensation expense of $9.8 million and $8.5 million during the three months ended March 31, 2023 and March 31, 2022, respectively.

Supplier Financing

We are the buyer under a supplier finance program with Citibank N.A. ("Citi" or "the bank"), with $115.1 million and $135.2 million confirmed as valid and outstanding as of March 31, 2023 and December 31, 2022, respectively. We recognize these unpaid balances in accounts payable and other current liabilities on our unaudited condensed consolidated balance sheets. Under the program, we agree to pay the bank the stated amount of confirmed invoices from our designated suppliers on the original maturity dates of the invoices. We have no involvement in establishing the terms or conditions of the arrangement between the suppliers and the bank and do not participate in such transactions. Either Citi or us may terminate the agreement upon at least 30 days written notice. We do not provide secured legal assets or other forms of guarantees under the arrangement. Our current payment terms with the majority of the suppliers participating in the supplier finance program generally range from 60 to 120 days, which we deem to be commercially reasonable.

2. New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In March 2020, the FASB issued authoritative guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and was effective for all entities upon issuance on March 12, 2020 and remains effective through December 31, 2024. The guidance permits a company to elect certain optional expedients and exceptions when affected by the changes in reference rate reform. We have adopted this guidance and elected to apply certain optional expedients related to our derivative instruments with maturity dates extending beyond the expected discontinuance date of LIBOR. We will continue to evaluate the impact of reference rate reform on our other contracts but do not expect this guidance to have a material impact on our financial statements.

In September 2022, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures for a buyer in a supplier finance program by requiring disclosures of key program terms, the amount of obligations that have been confirmed as valid with the finance provider that are deemed outstanding as of the end of the period, a description of the financial line item in which this unpaid balance resides and a rollforward of the obligations including the amount of obligations confirmed and paid. We adopted this guidance, with the exception of the rollforward disclosure requirement, in our quarterly report for the three months ended March 31, 2023. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for additional information on our supplier finance program. The rollforward disclosure requirement is effective for us in our annual report for the year ending December 31, 2024 and is required to be applied prospectively.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

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3. Investments

Our investments include both equity method and consolidated investments. Those entities identified as VIEs have been evaluated to determine whether we are the primary beneficiary. The VIEs included under "Consolidated VIEs" below are those for which we have concluded that we are the primary beneficiary and accordingly, we have consolidated these entities. Our consolidated VIEs held $8.0 million of debt as of March 31, 2023 and $5.0 million as of December 31, 2022. We have not provided any financial support to any of our VIEs during the year that we were not previously contractually obligated to provide. Amounts due to and due from our equity method investments are recorded as affiliate accounts payable and affiliate accounts receivable, respectively.

Authoritative guidance related to the consolidation of VIEs requires that we continually reassess whether we are the primary beneficiary of VIEs in which we have an interest. As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation. Our consolidated VIEs are Cobra Beer Partnership, Ltd. ("Cobra U.K."), Rocky Mountain Metal Container ("RMMC"), Rocky Mountain Bottle Company ("RMBC") and Truss LP ("Truss"), as well as other immaterial entities. Our unconsolidated VIEs are Brewers Retail Inc. ("BRI"), Brewers Distributor Ltd. ("BDL") and The Yuengling Company LLC ("TYC"), as well as other immaterial investments.

Both BRI and BDL have outstanding third party debt which is guaranteed by their respective shareholders. As a result, we had a guarantee liability of $34.9 million and $33.3 million recorded as of March 31, 2023 and December 31, 2022, respectively, which is presented within accounts payable and other current liabilities on the unaudited condensed consolidated balance sheets and represents our proportionate share of the outstanding balance of these debt instruments. The carrying value of the guarantee liability equals fair value, which considers an adjustment for our own non-performance risk and is considered a Level 2 measurement. The offset to the guarantee liability was recorded as an adjustment to our respective equity method investment within the unaudited condensed consolidated balance sheets. The resulting change in our equity method investments during the year due to movements in the guarantee represents a non-cash investing activity.

Consolidated VIEs

The following summarizes the assets and liabilities of our consolidated VIEs (including noncontrolling interests):

	As of
	March 31, 2023				December 31, 2022
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
	(In millions)
RMMC/RMBC	$	241.3	$	24.7	$	228.2	$	21.2
Other	$	39.3	$	15.7	$	43.3	$	16.1

4. Inventories

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Finished goods	$	344.8	$	269.1
Work in process	82.6		71.9
Raw materials	306.8		290.4
Packaging materials	181.4		161.5
Inventories, net	$	915.6	$	792.9

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5. Goodwill and Intangible Assets

Goodwill

The changes in the gross carrying value of goodwill and accumulated impairment losses are presented in the table below by segment.

	Americas		EMEA&APAC(1)		Consolidated
	(In millions)
Gross carrying value of goodwill	$	6,790.4	$	1,387.6	$	8,178.0
Accumulated impairment losses	(1,498.5)		(1,387.6)		(2,886.1)
Balance as of December 31, 2022	$	5,291.9	$	—	$	5,291.9
Foreign currency translation, net	0.5		—		0.5
Gross carrying value of goodwill	6,792.8		1,415.6		8,208.4
Accumulated impairment losses	(1,500.4)		(1,415.6)		(2,916.0)
Balance as of March 31, 2023	$	5,292.4	$	—	$	5,292.4

(1)The EMEA&APAC goodwill balance was fully impaired during the year ended December 31, 2020. Subsequent changes in the gross carrying value of goodwill and accumulated impairment loss balances are due to fluctuations in foreign exchange rates, which are presented net in the table above.

Subsequent to taking a partial impairment as a result of the annual impairment test performed as of October 1, 2022, the Americas reporting unit goodwill balance was considered at risk of future impairment. The remaining goodwill is at risk in the event of significant unfavorable changes in assumptions including the forecasted cash flows, terminal growth rates, market multiples and/or weighted-average cost of capital utilized in the discounted cash flows analysis. We continue to build on the strength of our iconic core brands, growing our above premium portfolio and expanding beyond the beer aisle. While progress has been made on this strategy, including the increasing proportion of our above premium portfolio over the last several years and the strengthening of our core brands, the growth targets included in management’s forecasted future cash flows are inherently at risk given that the strategies are still in progress. In addition, the growth targets were adjusted to align with current expectations of the beer industry environment and broader macroeconomic conditions such as cost inflation for certain inputs, which could continue to put pressure on achieving key margin and cash flow projections into the future. Additionally, the fair value determinations are sensitive to further macroeconomic conditions, including the ongoing impacts of cost inflation, further increases to interest rates and other external industry factors impacting our business.

We determined that there was no triggering event that occurred during the three months ended March 31, 2023 that would indicate the carrying value of our goodwill was greater than its fair value.

Intangible Assets, Other than Goodwill

The following table presents details of our intangible assets, other than goodwill, as of March 31, 2023:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,885.1	$	(1,471.7)	$	3,413.4
License agreements and distribution rights	10 - 20	202.7		(110.3)		92.4
Other	5 - 40	84.7		(24.1)		60.6
Intangible assets not subject to amortization
Brands	Indefinite	8,176.8		—		8,176.8
Distribution networks	Indefinite	748.5		—		748.5
Other	Indefinite	307.6		—		307.6
Total		$	14,405.4	$	(1,606.1)	$	12,799.3

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The following table presents details of our intangible assets, other than goodwill, as of December 31, 2022:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,861.1	$	(1,416.7)	$	3,444.4
License agreements and distribution rights	15 - 20	200.0		(108.0)		92.0
Other	5 - 40	88.8		(27.7)		61.1
Intangible assets not subject to amortization
Brands	Indefinite	8,148.6		—		8,148.6
Distribution networks	Indefinite	746.4		—		746.4
Other	Indefinite	307.6		—		307.6
Total		$	14,352.5	$	(1,552.4)	$	12,800.1

The changes in the gross carrying amounts of intangible assets from December 31, 2022 to March 31, 2023 are primarily driven by the impact of foreign exchange rates, as a significant amount of intangible assets are denominated in foreign currencies.

Based on foreign exchange rates as of March 31, 2023, the estimated future amortization expense of intangible assets is as follows:

Fiscal year	Amount
	(In millions)
2023 - remaining	$	153.7
2024	$	203.6
2025	$	203.6
2026	$	185.1
2027	$	120.6

Amortization expense of intangible assets was $51.1 million and $53.3 million for the three months ended March 31, 2023 and March 31, 2022, respectively. This expense is primarily presented within MG&A expenses in our unaudited condensed consolidated statements of operations.

As of the date of our annual impairment test of indefinite-lived intangible assets, performed as of October 1, 2022, the fair value of all indefinite-lived brands exceeded their respective carrying values by over 15% and therefore were not considered at risk for potential future impairment.

No triggering events occurred during the three months ended March 31, 2023 that would indicate the carrying value of our indefinite-lived or definite-lived intangible assets were greater than their fair value.

Fair Value Assumptions

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. The key assumptions used to derive the estimated fair values of our reporting units and indefinite-lived intangible assets are discussed in Part II—Item 8 Financial Statements, Note 6, "Goodwill and Intangible Assets" in our Annual Report, and represent Level 3 measurements.

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6. Leases

Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 was as follows:

		As of
		March 31, 2023		December 31, 2022
	Balance Sheet Classification	(In millions)
Operating Leases
Operating lease right-of-use assets	Other assets	$	160.9	$	132.7
Current operating lease liabilities	Accounts payable and other current liabilities	$	46.1	$	44.7
Non-current operating lease liabilities	Other liabilities	124.6		99.3
Total operating lease liabilities		$	170.7	$	144.0
Finance Leases
Finance lease right-of-use assets	Properties, net	$	50.7	$	50.2
Current finance lease liabilities	Current portion of long-term debt and short-term borrowings	$	5.2	$	5.3
Non-current finance lease liabilities	Long-term debt	55.9		56.2
Total finance lease liabilities		$	61.1	$	61.5

Supplemental cash flow information related to leases for the three months ended March 31, 2023 and March 31, 2022 was as follows:

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Cash paid for amounts included in the measurements of lease liabilities
Operating cash flows from operating leases	$	13.3	$	12.8
Operating cash flows from finance leases	$	0.9	$	0.9
Financing cash flows from finance leases	$	1.2	$	0.8
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	38.8	$	8.8
Finance leases	$	—	$	1.9

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7. Debt

Debt Obligations

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Long-term debt
CAD 500 million 2.84% notes due July 2023	$	369.9	$	368.9
EUR 800 million 1.25% notes due July 2024	867.1		856.4
CAD 500 million 3.44% notes due July 2026	369.9		368.9
$2.0 billion 3.0% notes due July 2026	2,000.0		2,000.0
$1.1 billion 5.0% notes due May 2042	1,100.0		1,100.0
$1.8 billion 4.2% notes due July 2046	1,800.0		1,800.0
Finance leases	61.1		61.5
Other	25.5		25.4
Less: unamortized debt discounts and debt issuance costs	(38.6)		(39.7)
Total long-term debt (including current portion)	6,554.9		6,541.4
Less: current portion of long-term debt	(377.2)		(376.2)
Total long-term debt	$	6,177.7	$	6,165.2
Short-term borrowings(1)	35.5		20.9
Current portion of long-term debt	377.2		376.2
Current portion of long-term debt and short-term borrowings	$	412.7	$	397.1

(1)Our short-term borrowings include bank overdrafts, borrowings on our overdraft facilities and other items.

As of March 31, 2023, we had $27.5 million in bank overdrafts and $53.6 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $26.1 million. As of December 31, 2022, we had $15.9 million in bank overdrafts and $49.7 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $33.8 million.

In addition, we have CAD, GBP and USD overdraft facilities under which we had no outstanding borrowings as of March 31, 2023 and December 31, 2022. See further detail within Part II—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report for further discussion related to letters of credit.

Debt Fair Value Measurements

We utilize market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates. As of March 31, 2023 and December 31, 2022, the fair value of our outstanding long-term debt (including current portion of long-term debt) was approximately $6.0 billion and $5.9 billion, respectively. All senior notes are valued based on significant observable inputs and classified as Level 2 in the fair value hierarchy. The carrying values of all other outstanding long-term borrowings and our short-term borrowings approximate their fair values and are also classified as Level 2 in the fair value hierarchy.

Revolving Credit Facility and Commercial Paper

We maintain a $1.5 billion revolving credit facility with a maturity date of July 7, 2024 that allows us to issue a maximum aggregate amount of $1.5 billion in commercial paper or make other borrowings at any time at variable interest rates. We use this facility from time to time to leverage cash needs including debt repayments. We had no borrowings drawn on this revolving credit facility and no commercial paper borrowings as of March 31, 2023 and December 31, 2022.

Debt Covenants

Under the terms of each of our debt facilities, we must comply with certain restrictions. These include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold

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percentages, create or permit liens on assets, and restrictions on mergers, acquisitions and certain types of sale lease-back transactions.

The maximum leverage ratio as of March 31, 2023 is 4.00x net debt to EBITDA (as defined in the revolving credit facility agreement), through maturity of the credit facility. As of March 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 March 31, 2023 rank pari-passu.

8. Derivative Instruments and Hedging Activities

Our risk management and derivative accounting policies are presented within Part II—Item 8 Financial Statements, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 10, "Derivative Instruments and Hedging Activities" in our Annual Report and did not significantly change during the three months ended March 31, 2023. As noted in Note 10 of the Notes included in our Annual Report, due to the nature of our counterparty agreements, and the fact that we are not subject to master netting arrangements, we are not able to net positions with the same counterparty and, therefore, present our derivative positions on a gross basis in our unaudited condensed consolidated balance sheets. Except as noted below, our significant derivative positions have not changed considerably since December 31, 2022.

Forward Starting Interest Rate Swaps

In late April 2022, the forward starting interest rate swaps associated with the $500 million 3.5% notes that we repaid upon maturity on May 1, 2022 were terminated and settled. The immaterial loss on settlement of the swaps was recorded through interest expense during the second quarter of 2022.

Derivative Fair Value Measurements

We utilize market approaches to estimate the fair value of our derivative instruments by discounting anticipated future cash flows derived from the derivative's contractual terms and observable market interest, foreign exchange and commodity rates. The fair values of our derivatives also include credit risk adjustments to account for our counterparties' credit risk, as well as our own non-performance risk, as appropriate.

The table below summarizes our derivative assets and liabilities that were measured at fair value as of March 31, 2023 and December 31, 2022.

			Fair value measurements as of March 31, 2023
	As of March 31, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In millions)
Forward starting interest rate swaps	$	15.6	$	—	$	15.6	$	—
Foreign currency forwards	6.3		—		6.3		—
Commodity swaps and options	17.1		—		17.1		—
Total	$	39.0	$	—	$	39.0	$	—

			Fair value measurements as of December 31, 2022
	As of December 31, 2022		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In millions)
Forward starting interest rate swaps	$	40.0	$	—	$	40.0	$	—
Foreign currency forwards	7.6		—		7.6		—
Commodity swaps and options	69.0		—		69.0		—
Total	$	116.6	$	—	$	116.6	$	—

As of March 31, 2023 and December 31, 2022, we had no significant transfers between Level 1 and Level 2. New derivative contracts transacted during the three months ended March 31, 2023 were all included in Level 2.

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Results of Period Derivative Activity

The tables below include the results of our derivative activity in our unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, and our unaudited condensed consolidated statements of operations for the three months ended March 31, 2023 and March 31, 2022.

Fair Value of Derivative Instruments in the Unaudited Condensed Consolidated Balance Sheets (in millions):

	As of March 31, 2023
			Derivative Assets			Derivative Liabilities
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	15.6	Other liabilities	$	—
Foreign currency forwards	$	218.2	Other current assets	5.3		Accounts payable and other current liabilities	(0.1)
			Other non-current assets	1.2		Other liabilities	(0.1)
Total derivatives designated as hedging instruments				$	22.1		$	(0.2)
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	636.7	Other current assets	$	50.6	Accounts payable and other current liabilities	$	(25.3)
			Other non-current assets	4.2		Other liabilities	(12.4)
Commodity options(1)	$	19.7	Other current assets	1.0		Accounts payable and other current liabilities	(1.0)
Total derivatives not designated as hedging instruments				$	55.8		$	(38.7)

	As of December 31, 2022
			Derivative Assets			Derivative Liabilities
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	40.0	Other liabilities	$	—
Foreign currency forwards	$	176.6	Other current assets	6.2		Accounts payable and other current liabilities	(0.1)
			Other non-current assets	1.6		Other liabilities	(0.1)
Total derivatives designated as hedging instruments				$	47.8		$	(0.2)
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	525.2	Other current assets	$	86.1	Accounts payable and other current liabilities	$	(14.1)
			Other non-current assets	7.4		Other liabilities	(10.4)
Commodity options(1)	$	19.7	Other current assets	0.8		Accounts payable and other current liabilities	(0.8)
Total derivatives not designated as hedging instruments				$	94.3		$	(25.3)

(1)Notional includes offsetting buy and sell positions, shown in terms of absolute value. Buy and sell positions are shown gross in the asset and/or liability position, as appropriate.

The Pretax Effect of Cash Flow Hedge Accounting on Other Comprehensive Income (Loss), Accumulated Other Comprehensive Income (Loss) and Income (Loss) (in millions):

Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivatives		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI into income on derivative
Three Months Ended March 31, 2023
Forward starting interest rate swaps	$	(24.4)	Interest income (expense), net	$	(2.5)
Foreign currency forwards	(0.1)		Cost of goods sold	1.5
			Other non-operating income (expense), net	(0.2)
Total	$	(24.5)		$	(1.2)
Three Months Ended March 31, 2022
Forward starting interest rate swaps	$	80.3	Interest income (expense), net	$	(0.8)
Foreign currency forwards	(1.5)		Cost of goods sold	(0.3)
			Other non-operating income (expense), net	0.1
Total	$	78.8		$	(1.0)

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The Pretax Effect of Net Investment Hedge Accounting on Other Comprehensive Income (Loss), Accumulated Other Comprehensive Income (Loss) and Income (Loss) (in millions):

Net investment hedge relationships	Amount of gain (loss) recognized in OCI		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income (amount excluded from effectiveness testing) (1)
Three Months Ended March 31, 2023
EUR 800 million notes due 2024	(10.7)		Other non-operating income (expense), net	—
Total	$	(10.7)		$	—
Three Months Ended March 31, 2022
EUR 800 million notes due 2024	24.2		Other non-operating income (expense), net	—
Total	$	24.2		$	—

(1)Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and period amortization is recorded in other comprehensive income.

The cumulative translation adjustments related to our net investment hedges remain in AOCI until the respective underlying net investment is sold or liquidated. During the three months ended March 31, 2023 and March 31, 2022, respectively, we did not reclassify any amounts related to net investment hedges from AOCI into earnings.

As of March 31, 2023, we expect net gains of approximately $1 million (pretax) recorded in AOCI will be reclassified into earnings within the next 12 months. For derivatives designated in cash flow hedge relationships, the maximum length of time over which forecasted transactions are hedged as of March 31, 2023 is approximately 3 years, as well as those related to our remaining forecasted debt issuances in 2026.

The Effect of Derivatives Not Designated as Hedging Instruments on the Unaudited Condensed Consolidated Statements of Operations (in millions):

Derivatives not in hedging relationships	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
Three Months Ended March 31, 2023
Commodity swaps	Cost of goods sold	(28.5)
Total		$	(28.5)
Three Months Ended March 31, 2022
Commodity swaps	Cost of goods sold	238.6
Total		$	238.6

9. Income Tax

	Three Months Ended
	March 31, 2023		March 31, 2022
Effective tax rate	28	%	21	%

The higher effective tax rate for the three months ended March 31, 2023, compared to the prior year was primarily due to an increase in net discrete tax expense. We recognized $7.5 million discrete tax expense in the three months ended March 31, 2023 compared to a $0.9 million discrete tax benefit in the three months ended March 31, 2022.

Our tax rate can be volatile and may change with, among other things, the amount and source of pre-tax income or loss, our ability to utilize foreign tax credits, excess tax benefits or deficiencies from share-based compensation, changes in tax laws, and the movement of liabilities established pursuant to accounting guidance for uncertain tax positions as statutes of limitations expire, positions are effectively settled, or when additional information becomes available. 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.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into U.S. law. The IRA includes a new corporate alternative minimum tax of 15% on the adjusted financial statement income (“AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period, effective for tax years beginning after December 31, 2022. The alternative minimum tax is not expected to impact our financial or cash tax position in 2023. Additionally, the IRA imposes an excise tax of 1% on stock repurchases, effective January 1, 2023. The excise tax is recorded as an incremental cost in treasury stock on our unaudited condensed consolidated balance sheets and was immaterial for the three months ended March 31, 2023.

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Based on our current analysis, we do not expect these provisions to have a material impact on our financial statements in the near future. We will continue to evaluate their impact as additional information becomes available.

10. Commitments and Contingencies

Litigation and Other Disputes and Environmental

Related to litigation, other disputes and environmental issues, we have an aggregate accrued contingent liability of $79.4 million and $77.0 million as of March 31, 2023 and December 31, 2022, respectively. While we cannot predict the eventual aggregate cost for litigation, other disputes and environmental matters in which we are currently involved, we believe adequate reserves have been provided for losses that are probable and estimable. For all matters unless otherwise noted below, we believe that any reasonably possible losses in excess of the amounts accrued are immaterial to our unaudited condensed consolidated financial statements. Our litigation, other disputes and environmental issues are discussed in further detail within Part II—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report and did not significantly change during the three months ended March 31, 2023, except as noted below.

Other than those disclosed below, we are also involved in other disputes and legal actions arising in the ordinary course of our business. While it is not feasible to predict or determine the outcome of these proceedings, in our opinion, based on a review with legal counsel, other than as noted, none of these disputes or legal actions are expected to have a material impact on our business, consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters, may arise from time to time that may harm our business.

On February 12, 2018, Stone Brewing Company filed a trademark infringement lawsuit in federal court in the Southern District of California against Molson Coors Beverage Company USA LLC ("MCBC USA"), a wholly owned subsidiary of our Company, alleging that the Keystone brand has “rebranded” itself as “Stone” and is marketing itself in a manner confusingly similar to Stone Brewing Company's registered Stone trademark. Stone Brewing Company sought treble damages and disgorgement of MCBC USA's profit from Keystone sales. MCBC USA subsequently filed an answer and counterclaims against Stone Brewing Company. On May 31, 2018, Stone Brewing Company filed a motion to dismiss MCBC USA's counterclaims and for a preliminary injunction seeking to bar MCBC USA from continuing to use “STONE” on Keystone Light cans and related marketing materials. In March 2019, the court denied Stone Brewing Company’s motion for preliminary injunction and its motion to dismiss MCBC USA's counterclaims. The jury trial began on March 7, 2022. The jury returned a verdict in which it concluded that trademark infringement had occurred and awarded Stone Brewing Company $56.0 million in damages. The jury also found that no "willful" trademark infringement had occurred. The trial court subsequently denied Stone Brewing Company’s motion for permanent injunction, motion for disgorgement of profits and motion for treble damages. Judgment was entered on September 8, 2022. Both parties filed post-trial motions, including MCBC USA’s renewed motion for judgment as a matter of law or, in the alternative, a new trial and/or remittitur and Stone Brewing Company’s motion for partial new trial of equitable issues. The court has taken those issues under advisement. Resolution of the remaining post-trial issues could alter or nullify the judgment. At the conclusion of these issues, either or both parties could appeal the case to the applicable federal appellate court. As of March 31, 2023 and December 31, 2022, the Company had a recorded accrued liability of $57.1 million and $56.6 million, respectively, within other liabilities on our unaudited condensed consolidated balance sheets reflecting the best estimate of probable loss in this case based on the judgment plus associated post-judgment interest. However, it is reasonably possible that the estimate of the loss could change in the near term based on the progression of the case, including any potential impact of the resolution of remaining post-trial issues, as well as any appeals process. We will continue to monitor the status of the case and will adjust the accrual in the period in which any significant change occurs which could impact the estimate of the loss for this matter.

In January 2023, MCBC USA received a Notice of Violation / Cease and Desist Order (“Order”) from the Colorado Department of Public Health & Environment’s Water Quality Control Division, alleging certain violations of the Colorado Water Quality Control Act (the “Act”) and the Colorado Discharge Permit related to the Company’s brewery and facilities in Golden, Colorado. The Order alleges MCBC USA failed to comply with permit effluent limitations, failed to properly monitor and report sampling results, and failed to adhere to the permit compliance schedule. Under the Act, the likely maximum monetary penalty is not expected to be significant.

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Regulatory Contingencies

In June 2019, the Ontario government adopted a bill that, if enacted, would terminate a 10-year Master Framework Agreement that was originally signed in 2015 between the previous government administration and Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd., and Brewers Retail Inc. and dictates the terms of the beer distribution and retail systems in Ontario through 2025. The government has not proclaimed the bill as law and the impacts of the potential legislative changes are unknown at this time but could have a negative impact on the results of operations, cash flows and financial position of the Americas segment. Molson Canada 2005 and the other Master Framework Agreement signatories are prepared to vigorously defend our rights and pursue legal recourse, should the Master Framework Agreement be unilaterally terminated by the enactment of the 2019 legislation. The initial term of the Master Framework Agreement does not expire until December 31, 2025, and the Master Framework Agreement contains a provision requiring two-year advance notice of the government's intention to not renew the Master Framework Agreement.

Guarantees and Indemnities

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. As of March 31, 2023 and December 31, 2022, the unaudited condensed consolidated balance sheets include liabilities related to these guarantees of $34.9 million and $33.3 million, respectively. See Note 3, "Investments" for further detail.

Separately, related to our Cervejarias Kaiser Brasil S.A. ("Kaiser") indemnities, we accrued $11.3 million and $7.6 million, in aggregate, as of March 31, 2023 and December 31, 2022, respectively. The maximum potential claims amount remaining for the Kaiser-related purchased tax credits was $69.1 million, based on foreign exchange rates as of March 31, 2023. Our Kaiser liabilities are discussed in further detail within Part II—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report and did not significantly change during the three months ended March 31, 2023.

11. Accumulated Other Comprehensive Income (Loss)

	MCBC stockholders' equity
	Foreign currency translation adjustments		Gain (loss) on derivative instruments		Pension and postretirement benefit adjustments		Equity method investments		Accumulated other comprehensive income (loss)
	(In millions)
As of December 31, 2022	$	(875.2)	$	32.2	$	(335.1)	$	(27.4)	$	(1,205.5)
Foreign currency translation adjustments	61.5		—		—		—		61.5
Gain (loss) on net investment hedges	(10.7)		—		—		—		(10.7)
Unrealized gain (loss) on derivative instruments	—		(24.5)		—		—		(24.5)
Reclassification of derivative (gain) loss to income (loss)	—		1.2		—		—		1.2
Reclassification of pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss)	—		—		(3.8)		—		(3.8)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	—		—		—		2.0		2.0
Tax benefit (expense)	3.1		5.7		0.9		(0.5)		9.2
As of March 31, 2023	$	(821.3)	$	14.6	$	(338.0)	$	(25.9)	$	(1,170.6)

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12. Other Operating Income (Expense), net

We have recorded incurred charges or realized benefits that we believe are significant to our current operating results warranting separate classification in other operating income (expense), net.

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Restructuring
Employee-related charges(1)	$	(0.5)	$	(0.3)
Asset abandonment and other restructuring costs	—		(1.0)
Intangible and tangible asset impairments, excluding goodwill(2)	—		(28.6)
Gains and (losses) on other disposals	—		2.3
Other operating income (expense), net	$	(0.5)	$	(27.6)

(1)See the restructuring section within this footnote for a summary of our restructuring activities.

(2)During the three months ended March 31, 2022, we identified a triggering event related to the Truss joint venture asset group within our Americas segment and recognized an impairment loss of $28.6 million, of which $12.1 million was attributable to the noncontrolling interest. The asset group was measured at fair value primarily using a market approach with Level 3 inputs.

Restructuring Activities

Our restructuring activities include strategic exit activities such as the disposal or wind down of certain brewery locations. We continually evaluate our cost structure and seek opportunities for efficiencies and cost savings as part of ongoing and new initiatives. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.

The accrued restructuring balances as of March 31, 2023 represent expected future cash payments required to satisfy our remaining obligations, the majority of which we expect to be paid in the next 12 months.

	Americas		EMEA&APAC		Total
	(In millions)
As of December 31, 2022	$	3.6	$	6.4	$	10.0
Charges incurred and changes in estimates	—		0.5		0.5
Payments made	(0.9)		(3.1)		(4.0)
Foreign currency and other adjustments	0.1		—		0.1
As of March 31, 2023	$	2.8	$	3.8	$	6.6

	Americas		EMEA&APAC		Total
	(In millions)
As of December 31, 2021	$	10.9	$	1.5	$	12.4
Charges incurred and changes in estimates	0.3		—		0.3
Payments made	(3.1)		(0.3)		(3.4)
Foreign currency and other adjustments	0.1		(0.1)		—
As of March 31, 2022	$	8.2	$	1.1	$	9.3

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13. Segment Reporting

Our reporting segments are based on the key geographic regions in which we operate and include the Americas and EMEA&APAC segments. Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific.

We also have certain activity that is not allocated to our segments, which has been reflected as “Unallocated” below. Specifically, "Unallocated" activity primarily includes financing-related costs such as interest expense and income, foreign exchange gains and losses on intercompany balances related to financing and other treasury-related activities and the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment and all other components remain unallocated.

Summarized Financial Information

Net sales from transactions with one customer of our Americas segment represented approximately $0.2 billion of our consolidated net sales for the three months ended March 31, 2023.

Consolidated net sales represent sales to third-party external customers less excise taxes. Inter-segment transactions impacting net sales and income (loss) before income taxes eliminate upon consolidation and are primarily related to the Americas segment royalties received from, and sales to the EMEA&APAC segment.

The following tables present net sales and income (loss) before income taxes by segment:

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Americas	$	1,939.0	$	1,836.2
EMEA&APAC	410.1		381.2
Inter-segment net sales eliminations	(2.8)		(2.8)
Consolidated net sales	$	2,346.3	$	2,214.6

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Americas	$	233.4	$	87.1
EMEA&APAC	(25.4)		(32.2)
Unallocated	(106.1)		118.8
Consolidated income (loss) before income taxes	$	101.9	$	173.7

The following table presents total assets by segment:

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Americas	$	22,207.8	$	22,242.7
EMEA&APAC	3,644.7		3,625.6
Consolidated total assets	$	25,852.5	$	25,868.3

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

For more than two centuries, we have been brewing beverages that unite people to celebrate all life’s moments. From Coors Light, Miller Lite, Molson Canadian, Carling and Staropramen to Coors Banquet, Blue Moon Belgian White, Vizzy Hard Seltzer, Leinenkugel’s Summer Shandy, Miller High Life and more, we produce many beloved and iconic beer brands. While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") in this Quarterly Report on Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 ("Annual Report"), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report. Due to the seasonality of our operating results, quarterly financial results are not necessarily indicative of the results that may be achieved for the full year or any other future period.

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments. Our reporting segments include Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries, and certain countries within the Middle East, Africa and Asia Pacific.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than the USD, include the CAD, the GBP, and our Central European operating currencies such as the EUR, CZK, RON and RSD.

Items Affecting Reported Results

Items Affecting Consolidated Results of Operations

Cost Inflation

We have been experiencing significant cost inflation, including higher material, conversion and energy costs, which negatively impacted our results of operations for the three months ended March 31, 2023. These impacts were partially driven by the Russian invasion of Ukraine, which commenced in February 2022. While cost inflation has been high in all of our markets, excluding the impact of volume, the impact to COGS on a percentage basis was higher for our EMEA&APAC segment than our Americas segment. In addition, consumers in certain markets in our EMEA&APAC segment continued to be impacted by local inflation leading to a reduction in their discretionary purchases. We expect cost inflation to continue to have a negative impact on our results of operations for the remainder of 2023 and possibly beyond.

To the extent materials, conversion and energy prices continue to increase, and if we are unable to mitigate the impact of supply chain constraints and inflationary pressures through price increases or other measures, our results of operations and financial condition could be materially adversely impacted. Even if we are able to raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brands, reputation and sales. If our competitors maintain or substantially lower their prices, we may lose customers or be forced to lower prices to remain competitive. Our profitability may be impacted by prices that do not offset the inflationary pressures, which would negatively impact gross margins. In addition, even if we increase the prices of our products in response to increases in the cost of commodities or other cost increases, we may not be able to sustain our price increases or customers may trade down to cheaper alternatives.

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

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Items Affecting Americas Segment Results of Operations

Keystone Litigation

During the first quarter of 2022, we accrued a liability of $56.0 million within MG&A expenses related to probable losses as a result of the ongoing Keystone litigation case. During the first quarter of 2023, we accrued $0.5 million in associated interest related to this accrued liability. See Part I. - Item 1. Financial Statements, Note 10, "Commitments and Contingencies" for further information.

Impairment of an Asset Group

During the first quarter of 2022, we recognized an impairment loss of $28.6 million related to the Truss joint venture asset group within other operating income (expense), net, of which $12.1 million was attributable to the noncontrolling interest. See Part I.—Item 1. Financial Statements, Note 12, "Other Operating Income (Expense), net" for further information.

Items Affecting EMEA&APAC Segment Results of Operations

Russia-Ukraine Conflict

In February 2022, Russia invaded Ukraine and the conflict is ongoing. As a result, we suspended exports of all our brands to Russia and subsequently terminated the license to produce any of our brands in Russia. While not material to our Company, the Russia-Ukraine conflict negatively impacted our EMEA&APAC segment net sales for the three months ended March 31, 2023 and March 31, 2022. In addition, the Russia-Ukraine conflict has caused a negative impact to the global economy which has impacted our Company, driving further increases to the cost of materials and energy as discussed in more detail above.

India Entity Sale

During the first quarter of 2022, we completed the sale of our non-operating India entity in our EMEA&APAC segment resulting in an insignificant loss on disposal recorded within other operating income (expense), net in the unaudited condensed consolidated statements of operations. The disposal group had previously been classified as held for sale during the fourth quarter of 2021.

Consolidated Results of Operations

The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three months ended March 31, 2023 and March 31, 2022. See Part I.—Item 1. Financial Statements for additional details of our U.S. GAAP results.

	Three Months Ended
	March 31, 2023		March 31, 2022		% change
	(In millions, except percentages and per share data)
Net sales	$	2,346.3	$	2,214.6	5.9	%
Cost of goods sold	(1,575.6)		(1,286.8)		22.4	%
Gross profit	770.7		927.8		(16.9)	%
Marketing, general and administrative expenses	(615.0)		(675.7)		(9.0)	%
Other operating income (expense), net	(0.5)		(27.6)		(98.2)	%
Equity income (loss)	3.0		(0.1)		N/M
Operating income (loss)	158.2		224.4		(29.5)	%
Total non-operating income (expense), net	(56.3)		(50.7)		11.0	%
Income (loss) before income taxes	101.9		173.7		(41.3)	%
Income tax benefit (expense)	(28.7)		(36.4)		(21.2)	%
Net income (loss)	73.2		137.3		(46.7)	%
Net (income) loss attributable to noncontrolling interests	(0.7)		14.2		N/M
Net income (loss) attributable to MCBC	$	72.5	$	151.5	(52.1)	%
Net income (loss) attributable to MCBC per diluted share	$	0.33	$	0.70	(52.9)	%
Financial volume in hectoliters	17.006		17.037		(0.2)	%

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N/M = Not meaningful

Foreign currency impacts on results

During the three months ended March 31, 2023, foreign currency movements had the following impacts on our USD consolidated results:

•Net sales - Unfavorable impact of $49.7 million (unfavorable impact for EMEA&APAC and Americas of $32.3 million and $17.4 million, respectively).

•Cost of goods sold - Favorable impact of $39.2 million (favorable impact for EMEA&APAC, Americas and Unallocated of $23.2 million, $14.7 million and $1.3 million, respectively).

•MG&A - Favorable impact of $16.7 million (favorable impact for EMEA&APAC and Americas of $9.7 million and $7.0 million, respectively).

•Income (loss) before income taxes - Favorable impact of $6.9 million (favorable impact for Americas, Unallocated and EMEA&APAC of $4.3 million, $1.4 million and $1.2 million, respectively).

The impacts of foreign currency movements on our consolidated USD results described above for the three months ended March 31, 2023 were primarily due to the strength of the USD as compared to the GBP and CAD.

Included in these amounts are both translational and transactional impacts of changes in foreign exchange rates. We calculate the impact of foreign exchange by translating our current period local currency results at the average exchange rates used to translate the financial statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for the period. The impact of transactional foreign currency gains and losses is recorded within other non-operating income (expense), net in our unaudited condensed 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, wholesale/factored non-owned volume and company-owned distribution volume. This metric is presented on an STW 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. 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 is 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.

We also utilize net sales per hectoliter and cost of goods sold per hectoliter, as well as the year over year changes in such metrics, as key metrics for analyzing our results. These metrics are calculated as net sales and cost of goods sold, respectively, per our consolidated statements of operations divided by financial volume for the respective period. We believe these metrics are important and useful for investors and management because they provide an indication of the trends in pricing and sales mix on our net sales and the trends of sales mix and other cost impacts such as inflation on our cost of goods sold.

Net Sales

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

	Financial Volume		Price and Sales Mix		Currency		Total
Consolidated net sales	(0.2)	%	8.4	%	(2.3)	%	5.9	%
Consolidated net sales per hectoliter	N/A		8.4	%	(2.3)	%	6.1	%

Net sales increased 5.9% for the three months ended March 31, 2023, compared to prior year, driven by favorable price and sales mix partially offset by a slight decline in financial volume and unfavorable currency impacts.

Financial volumes decreased 0.2% for the three months ended March 31, 2023, compared to prior year, primarily due to lower volumes in the Americas segment, partially offset by an increase in EMEA&APAC financial volumes.

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Price and sales mix favorably impacted net sales and net sales per hectoliter by 8.4% primarily due to increased net pricing to customers including the rollover benefit of taking several price increases in the previous year as well as favorable sales mix driven by premiumization and geographic mix.

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

Cost of goods sold

Cost of goods sold increased 22.4% for the three months ended March 31, 2023, compared to prior year, primarily due to higher cost of goods sold per hectoliter partially offset by favorable currency impacts. Cost of goods sold per hectoliter increased 22.7% for the three months ended March 31, 2023 compared to prior year, including the favorable impact of currency of 3.0%, primarily due to changes to our unrealized mark-to-market commodity positions driving more than two-thirds of the increase, cost inflation related to materials, conversion and energy costs and mix impacts due to portfolio premiumization, partially offset by our cost savings initiatives.

Marketing, general and administrative expenses

MG&A expenses decreased 9.0% for the three months ended March 31, 2023 compared to prior year, primarily due to cycling the recording of a $56.0 million accrued liability related to potential losses as a result of the ongoing Keystone litigation case.

Other operating income (expense), net

See Part I.—Item 1. Financial Statements, Note 12, "Other Operating Income (Expense), net" for detail of our other operating income (expense), net.

Total non-operating income (expense), net

Total non-operating expense, net increased 11.0% for the three months ended March 31, 2023, compared to prior year, primarily due to higher pension and OPEB non-service cost, partially offset by lower interest expense driven by the repayment of debt as a result of our continued deleveraging actions.

Income taxes benefit (expense)

	Three Months Ended
	March 31, 2023		March 31, 2022
Effective tax rate	28	%	21	%

The higher effective tax rate for the three months ended March 31, 2023, compared to prior year is primarily due to an increase in net discrete tax expense. We recognized $7.5 million discrete tax expense in the three months ended March 31, 2023 compared to $0.9 million discrete tax benefit in the prior year.

Our tax rate can be volatile and may change with, among other things, the amount and source of pre-tax income or loss, our ability to utilize foreign tax credits, excess tax benefits or deficiencies from share-based compensation, changes in tax laws and the movement of liabilities established pursuant to accounting guidance for uncertain tax positions as statutes of limitations expire, positions are effectively settled, or when additional information becomes available. 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.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into U.S. law. The IRA includes a new corporate alternative minimum tax of 15% on the adjusted financial statement income (“AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period, effective for tax years beginning after December 31, 2022. The alternative minimum tax is not expected to impact our financial or cash tax position in 2023. Additionally, the IRA imposes an excise tax of 1% on stock repurchases, effective January 1, 2023. The excise tax is recorded as an incremental cost in treasury stock on our unaudited condensed consolidated balance sheets and was immaterial for the period ended March 31, 2023. Based on our current analysis, we do not expect these provisions to have a material impact on our financial statements in the near future. We will continue to evaluate their impact as additional information becomes available.

Refer to Part I.—Item 1. Financial Statements, Note 9, "Income Tax" for discussion regarding our effective tax rate.

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Segment Results of Operations

Americas Segment

	Three Months Ended
	March 31, 2023		March 31, 2022		% change
	(In millions, except percentages)
Net sales(1)	$	1,939.0	$	1,836.2	5.6	%
Income (loss) before income taxes	$	233.4	$	87.1	168.0	%
Financial volume in hectoliters(2)	12.936		12.999		(0.5)	%

(1)Includes gross inter-segment sales and volumes which are eliminated in the consolidated totals.

(2)Excludes royalty volume of 0.618 million hectoliters and 0.601 million hectoliters for the three months ended March 31, 2023 and March 31, 2022, respectively.

Net sales

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

	Financial Volume		Price and Sales Mix		Currency		Total
Americas net sales	(0.5)	%	7.0	%	(0.9)	%	5.6	%
Americas net sales per hectoliter	N/A		7.1	%	(1.0)	%	6.1	%

Net sales increased 5.6% for the three months ended March 31, 2023, compared to prior year, driven by favorable price and sales mix partially offset by a slight decline in financial volume and the unfavorable impact of foreign currencies.

Financial volumes decreased 0.5% for the three months ended March 31, 2023, compared to prior year, primarily due to industry softness, lower Latin America financial volumes and lower contract volumes, partially offset by an increase in U.S. domestic shipments to build distributor inventory levels to a stronger position compared to the prior year primarily in our core brands.

Price and sales mix favorably impacted net sales and net sales per hectoliter by 7.0% and 7.1%, respectively, primarily due to increased net pricing to customers including the rollover benefit of several price increases taken in the previous year and favorable sales mix driven by brand mix and geographic mix.

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

Income (loss) before income taxes

Income before income taxes increased 168.0% for the three months ended March 31, 2023 compared to prior year, primarily due to increased net pricing, lower MG&A expense driven by cycling the recording of a $56.0 million accrued liability related to potential losses as a result of the ongoing Keystone litigation case, the cycling of the non-cash impairment charge taken on our Truss LP joint venture asset group in the prior year and favorable sales mix, partially offset by cost inflation mainly on materials, conversion and energy costs.

EMEA&APAC Segment

	Three Months Ended
	March 31, 2023		March 31, 2022		% change
	(In millions, except percentages)
Net sales(1)	$	410.1	$	381.2	7.6	%
Income (loss) before income taxes	$	(25.4)	$	(32.2)	21.1	%
Financial volume in hectoliters(2)	4.071		4.039		0.8	%

(1)Includes gross inter-segment sales and volumes which are eliminated in the consolidated totals.

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(2)Excludes royalty volume of 0.156 million hectoliters and 0.319 million hectoliters for the three months ended March 31, 2023 and March 31, 2022, respectively.

Net sales

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

	Financial Volume		Price and Sales Mix		Currency		Total
EMEA&APAC net sales	0.8	%	15.3	%	(8.5)	%	7.6	%
EMEA&APAC net sales per hectoliter	N/A		15.1	%	(8.4)	%	6.7	%

Net sales increased 7.6% for the three months ended March 31, 2023, compared to prior year, mainly driven by favorable price and sales mix and an increase in financial volume, partially offset by unfavorable foreign currency impacts.

Financial volumes increased 0.8% for the three months ended March 31, 2023, compared to prior year, primarily due to above premium volumes in the U.K. and higher factored volumes, partially offset by inflationary pressures impacting Central and Eastern European consumers' discretionary purchases.

Price and sales mix favorably impacted net sales and net sales per hectoliter by 15.3% and 15.1%, respectively, primarily due to increased net pricing to customers including the rollover benefits from price increases taken in the previous year as well as favorable sales mix driven by premiumization and geographic mix.

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

Income (loss) before income taxes

Loss before income taxes improved 21.1% for the three months ended March 31, 2023, compared to the prior year, primarily due to increased net pricing to customers, favorable sales mix and higher financial volumes, partially offset by cost inflation on materials, transportation and energy, as well as higher MG&A spend. Higher MG&A spend was primarily due to cost inflation.

Unallocated

We have certain activity that is not allocated to our segments and primarily includes financing-related costs such as interest expense and income, foreign exchange gains and losses on intercompany balances related to financing and other treasury-related activities and the unrealized changes in fair value on our commodity swaps not designated in hedging relationships. 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.

	Three Months Ended
	March 31, 2023		March 31, 2022		% change
	(In millions, except percentages)
Cost of goods sold	$	(50.7)	$	170.8	N/M
Gross profit	(50.7)		170.8		N/M
Operating income (loss)	(50.7)		170.8		N/M
Total non-operating income (expense), net	(55.4)		(52.0)		6.5	%
Income (loss) before income taxes	$	(106.1)	$	118.8	N/M

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 three months ended March 31, 2023 and March 31, 2022, respectively. As the exposure we are managing is realized, we reclassify the gain or loss on our commodity derivatives to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. See Part I.—Item 1. Financial Statements, Note 8, "Derivative Instruments and Hedging Activities" for further information.

29

Total non-operating income (expense), net

Total non-operating expense, net increased 6.5% for the three months ended March 31, 2023 compared to prior year, primarily due to lower pension and OPEB non-service net benefit, partially offset by lower net interest expense. See Part I.—Item 1. Financial Statements, Note 7, "Debt" for further details on our debt instruments.

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 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 quarterly report and our long-term liquidity requirements. 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. As of March 31, 2023, approximately 80% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. The recent fluctuations 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 and covenants. 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. To the extent necessary, we accrue for tax consequences on the earnings of our foreign subsidiaries as they are earned. We may utilize tax planning and financing strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We periodically review and evaluate these plans and strategies, including externally committed and non-committed credit agreements accessible by our Company and each of our operating subsidiaries. We believe these financing arrangements, along with the cash generated from the operations of our U.S. business, are sufficient to fund our current cash needs in the U.S.

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. However, our liquidity could be impacted significantly by the risk factors we described in Part I—Item 1A. "Risk Factors" in our Annual Report, Part II.—Item 1A. "Risk Factors" in this report and the items listed above.

Cash Flows from Operating Activities

Net cash provided by operating activities of $3.4 million for the three months ended March 31, 2023 increased $122.7 million compared to net cash used of $119.3 million for the three months ended March 31, 2022. The increase in net cash provided by operating activities was primarily due to higher net income adjusted for non-cash add-backs, which includes a $222.1 million change in the add-back related to our unrealized mark-to-market commodity positions, as well as the favorable timing of working capital in the Americas.

Cash Flows from Investing Activities

Net cash used in investing activities of $177.4 million for the three months ended March 31, 2023 decreased $48.8 million compared to net cash used of $226.2 million for the three months ended March 31, 2022. The decrease in net cash used in investing activities was primarily due to lower capital expenditures as a result of the timing of capital projects.

Cash Flows from Financing Activities

Net cash used in financing activities of $102.5 million for the three months ended March 31, 2023 increased $175.0 million compared to net cash provided by financing activities of $72.5 million for the three months ended March 31, 2022. The increase in net cash used in financing activities was primarily due to higher prior year borrowings under our commercial program as well as higher dividend payments in the current year.

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Capital Resources, including Material Cash Requirements

Cash and Cash Equivalents

As of March 31, 2023, we had total cash and cash equivalents of $328.2 million, compared to $600.0 million as of December 31, 2022 and $358.7 million as of March 31, 2022. The decrease in cash and cash equivalents from December 31, 2022 was primarily due to capital expenditures, dividend payments and Class B common stock share repurchases. The decrease in cash and cash equivalents from March 31, 2022 was primarily due to net debt repayments, including the repayment of our $500 million 3.5% USD notes which matured in May 2022 and the repayment of our revolving credit facilities and commercial paper, capital expenditures, dividend payments and Class B common stock share repurchases, partially offset by net cash provided by operating activities.

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Based on the credit profile of our lenders that are party to our credit facilities, we are confident in our ability to continue to draw on our revolving credit facility if the need arises. As of March 31, 2023, we had $1.5 billion available to draw on our $1.5 billion revolving credit facility. The borrowing capacity is reduced by borrowings under our commercial paper program. As of March 31, 2023, we had no borrowings drawn on this 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. 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 include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold percentages, create or permit liens on assets and restrictions on mergers, acquisitions and certain types of sale lease-back transactions.

The maximum net debt to EBITDA leverage ratio, as defined by the amended revolving credit facility agreement, was 4.00x as of March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 rank pari-passu.

See Part I.—Item 1. Financial Statements, Note 7, "Debt" for further discussion of our borrowings and available sources of borrowing, including lines of credit.

Guarantees

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. See Part I.—Item 1. Financial Statements, Note 10, "Commitments and Contingencies" for further discussion.

Material Cash Requirements from Contractual and Other Obligations

There were no material changes to our material cash requirements from contractual and other obligations outside the ordinary course of business or due to factors similar in nature to inflation, changing prices on operations or changes in the remaining terms of the contracts since December 31, 2022, as reported in Part II.— Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, "Material Cash Requirements from Contractual and Other Obligations" in our Annual Report.

Credit Rating

Our current long-term credit ratings are BBB-/Stable Outlook, Baa3/Stable Outlook and BBB(Low)/Stable Outlook with Standard & Poor's, Moody's and DBRS, respectively. Our short-term credit ratings are A-3, Prime-3 and R-2(low), respectively. A securities rating is not a recommendation to buy, sell or hold securities, and it may be revised or withdrawn at any time by the applicable rating agency.

Guarantor Information

SEC Registered Securities

For purposes of this disclosure, including the tables, "Parent Issuer" shall mean MCBC. "Subsidiary Guarantors" shall mean certain Canadian and U.S. subsidiaries reflecting the substantial operations of our Americas segment.

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, 4.2% senior notes due 2046 and 1.25% senior notes due 2024. The issuances of the senior notes issued under the May 2012 Indenture and the July 2016 Indenture were registered under the Securities Act of 1933, as amended. These senior notes are guaranteed on a senior unsecured basis by certain subsidiaries of MCBC, which are listed in Exhibit 22 of our Annual Report on Form 10-K (the "Subsidiary Guarantors", and together with the Parent Issuer, the "Obligor Group"). "Parent Issuer" in this section is specifically referring to MCBC in its capacity as the issuer of the senior notes under the May 2012 Indenture and the July 2016 Indenture. Each of the Subsidiary Guarantors is 100% owned by the Parent Issuer. The guarantees are full and unconditional and joint and several.

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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. These other guarantees are also full and unconditional and joint and several.

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. The guarantees can be released upon the sale or transfer of a Subsidiary Guarantors' capital stock or substantially all of its assets, or if such Subsidiary Guarantor ceases to be a guarantor under our other outstanding debt.

See Part I.—Item 1. Financial Statements, Note 7, "Debt" for details of all debt issued and outstanding as of March 31, 2023.

The following summarized financial information relates to the Obligor Group as of March 31, 2023 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. The balances and transactions with non-guarantor subsidiaries have been separately presented.

Summarized Financial Information of Obligor Group

	Three Months Ended
	March 31, 2023
	(in millions)
Net sales, out of which:	$	1,901.5
Intercompany sales to non-guarantor subsidiaries	$	24.4
Gross profit, out of which:	$	658.0
Intercompany net costs from non-guarantor subsidiaries	$	(91.4)
Net interest expense third parties	$	(57.6)
Intercompany net interest income from non-guarantor subsidiaries	$	18.5
Income before income taxes	$	164.8
Net income	$	111.2

	As of March 31, 2023		As of December 31, 2022
	(in millions)
Total current assets, out of which:	$	1,763.5	$	1,774.0
Intercompany receivables from non-guarantor subsidiaries	$	272.3	$	202.6
Total noncurrent assets	$	23,125.2	$	20,153.6
Noncurrent intercompany notes receivable from non-guarantor subsidiaries	$	2,959.5	$	—
Total current liabilities, out of which:	$	2,382.3	$	2,441.3
Current portion of long-term debt and short-term borrowings	$	372.7	$	371.7
Intercompany payables due to non-guarantor subsidiaries	$	118.9	$	96.8
Total noncurrent liabilities, out of which:	$	12,050.5	$	9,055.9
Long-term debt	$	6,114.6	$	6,102.5
Noncurrent intercompany notes payable due to non-guarantor subsidiaries	$	3,263.1	$	310.9

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Capital Expenditures

We incurred $149.0 million, and paid $181.4 million, for capital improvement projects worldwide in the three months ended March 31, 2023, excluding capital spending by equity method joint ventures, representing a decrease of $29.8 million from the $178.8 million of capital expenditures incurred in the three months ended March 31, 2022. This decrease was primarily due to the timing of capital projects. We continue to focus on where and how we employ our planned capital expenditures, with an emphasis on strengthening our focus on required returns on invested capital as we determine how to best allocate cash within the business.

Contingencies

We are party to various legal proceedings arising in the ordinary course of business, environmental litigation and indemnities associated with our sale of Kaiser to FEMSA. See Part I.—Item 1. Financial Statements, Note 10, "Commitments and Contingencies" for further discussion.

Off-Balance Sheet Arrangements

Refer to Part II.—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report for discussion of off-balance sheet arrangements. As of March 31, 2023, we did not have any other material off-balance sheet arrangements.

Critical Accounting Estimates

Our accounting policies and accounting estimates critical to our financial condition and results of operations are set forth in our Annual Report and did not change during the three months ended March 31, 2023. See Part I.—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for discussion of recently adopted accounting pronouncements. See also Part I.—Item 1. Financial Statements, Note 5, "Goodwill and Intangible Assets" for discussion of the results of our 2022 annual impairment testing analysis, the related risks to our indefinite-lived intangible brand assets and the goodwill amounts associated with our reporting units.

New Accounting Pronouncements Not Yet Adopted

See Part I.—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for a description of any new accounting pronouncements that have or could have a significant impact on our financial statements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no significant change to the nature and type of our market risks. See Part II.—Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report for further details of our market risks and our market sensitive instruments as of December 31, 2022. During the three months ended March 31, 2023, our market risk sensitive instruments fluctuated as a result of changes in interest rates, currency exchange rates and commodity prices.

Interest Rate Risk

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 March 31, 2023 and December 31, 2022, respectively. See Part I - Item 1. Financial Statements, Note 7. "Debt" for the maturity dates of our outstanding debt instruments.

	Notional amounts				Fair Value Asset/(Liability)				Effect of 1% Adverse Change
(in millions)	As of March 31, 2023		As of December 31, 2022		As of March 31, 2023		As of December 31, 2022		As of March 31, 2023		As of December 31, 2022
USD denominated fixed rate debt	$	4,900.0	$	4,900.0	$	(4,399.7)	$	(4,295.9)	$	(218.0)	$	(223.4)
Foreign currency denominated fixed rate debt	$	1,606.9	$	1,594.2	$	(1,570.2)	$	(1,557.4)	$	(10.1)	$	(11.1)
Forward starting interest rate swaps	$	1,000.0	$	1,000.0	$	15.6	$	40.0	$	(79.1)	$	(73.8)

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Foreign Exchange Risk

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

	Notional amounts				Fair Value Asset/(Liability)				Effect of 10% Adverse Change
(in millions)	As of March 31, 2023		As of December 31, 2022		As of March 31, 2023		As of December 31, 2022		As of March 31, 2023		As of December 31, 2022
Foreign currency denominated fixed rate debt	$	1,606.9	$	1,594.2	$	(1,570.2)	$	(1,557.4)	$	(145.2)	$	(142.6)
Foreign currency forwards	$	218.2	$	176.6	$	6.3	$	7.6	$	(22.7)	$	(18.3)

Commodity Price Risk

The following table includes details of our commodity swaps and options used to hedge commodity price risk as well as the impact of a hypothetical 10% adverse change in the related commodity prices on the fair value of the derivatives. Notional amounts and fair values are presented in USD based on the applicable exchange rates as of March 31, 2023 and December 31, 2022.

	Notional amounts				Fair Value Asset/(Liability)				Effect of 10% Adverse Change
(in millions)	As of March 31, 2023		As of December 31, 2022		As of March 31, 2023		As of December 31, 2022		As of March 31, 2023		As of December 31, 2022
Swaps	$	636.7	$	525.2	$	17.1	$	69.0	$	(61.5)	$	(55.8)
Options	$	19.7	$	19.7	$	—	$	—	$	—	$	—

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023 to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives. Also, we have investments in certain unconsolidated entities that we do not control or manage.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Litigation and other disputes

For information regarding litigation, other disputes and environmental and regulatory proceedings see Part I—Item 1. Financial Statements, Note 10, "Commitments and Contingencies."

35

ITEM 1A.    RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I.—Item 1A. "Risk Factors" in our Annual Report, which could materially affect our business, financial condition and/or future results. There have been no material changes to the risk factors contained in our Annual Report. The risks described in our Annual Report and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to Class B common stock purchases made by our Company during the three months ended March 31, 2023:

Issuer Purchases of Equity Securities
	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs(1)
January 1, 2023 through January 31, 2023	—	$	—	—	$	148,578,003
February 1, 2023 through February 28, 2023	—	$	—	—	$	148,578,003
March 1, 2023 through March 31, 2023	275,000	$	52.93	275,000	$	134,021,016
Total	275,000	$	52.93	275,000	$	134,021,016

(1)On February 17, 2022, our Company's Board of Directors ("the Board") approved a share repurchase program to repurchase up to an aggregate of $200 million, excluding brokerage commissions and excise taxes, of our Company's Class B common stock through March 31, 2026, with the program primarily intended to offset annual employee equity award grants. The number, price, structure and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not oblige us to acquire any particular amount of our Class B common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

None.

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ITEM 6.    EXHIBITS

The following are filed, furnished or incorporated by reference as a part of this Quarterly Report on Form 10-Q:

(a)   Exhibit

Exhibit Number	Document Description
10.1	Offer Letter, dated February 23, 2023, by and between Molson Coors Beverage Company and Michelle St. Jacques (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 28, 2023).
10.2+	Directors Service Agreement, dated January 1, 2022, by and between Zagrebačka Pivovara d.o.o. and Sergii Ieskov.
10.3+	Offer Letter, dated November 12, 2021, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo.
10.4	Consulting Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 6, 2023).
10.5	General Waiver and Release Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on April 6, 2023).
10.6+	Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2023.
31.1+	Section 302 Certification of Chief Executive Officer.
31.2+	Section 302 Certification of Chief Financial Officer.
32++	Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).
101.INS+	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH+	XBRL Taxonomy Extension Schema Document.*
101.CAL+	XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB+	XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
*	Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statements of Operations, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Unaudited Condensed Consolidated Balance Sheets, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, (v) the Unaudited Condensed Consolidated Statements of Stockholders' Equity and Noncontrolling Interests, (vi) the Notes to Unaudited Condensed Consolidated Financial Statements and (vii) document and entity information.
+	Filed herewith.
++	Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MOLSON COORS BEVERAGE COMPANY
By:	/s/ ROXANNE M. STELTER
	Roxanne M. Stelter Vice President and Controller (Principal Accounting Officer) May 2, 2023

37

EX-10.2

EXHIBIT 10.2

DATED 1st January 2022

ZAGREBAČKA PIVOVARA d.o.o.

- and -

SERGII IESKOV

DIRECTORS SERVICE AGREEMENT

THIS AGREEMENT is made on 1st January 2022

BETWEEN

(1) ZAGREBAČKA PIVOVARA d.o.o., Ilica 224, OIB: 83771985821, represented by Mr. Miroslav Holjevac, president of the Management Board and Ms. Slavica Kozina, member of the Management Board (the “Company”)

And

(2) Mr. SERGII IESKOV, Zagreb, Vinogradska 134, OIB: 21045277405 (the “Executive”)

WHEREBY IT IS AGREED as follows:

1. Definitions In this Agreement:

“Appointment”	means the Executive’s employment under this Agreement.
“Associated Company”	means a company which is from time to time a subsidiary of the Parent (other than the Company).
the “CEO”	means the CEO from time to time of the Parent.
“Garden Leave”	means any period of suspension or complete exclusion as described in clause 15.
The “Parent”	means Molson Coors Beverage Company, the indirect ultimate parent company of the Company

2. Appointment

2.1 The Executive shall serve the Company as the President and CEO of Molson Coors EMEA & APAC (grade GGS 20) or in such other capacity of a like status as the Company or the CEO may require unless and until his employment shall be terminated by either the Company or the Executive in accordance with this Agreement.

3. Probationary Period

3.1 There is no probationary period applicable to this appointment.

4. Powers and Duties

4.1 The Executive shall exercise such powers and perform such duties in relation to the business of the Company or any Associated Company as may from time to time be vested in or assigned to him by the Company. The Company reserves the right to require the Executive to cease to perform part of his duties and/or to require him to perform additional duties (provided such duties are not inappropriate to his status). The Executive shall comply with all reasonable and lawful directions from, and all regulations, policies, and procedures of, the Company and the Parent. At any time, the Company may appoint any person or persons to act jointly with the Executive to discharge his duties and functions under this agreement. The job description is enclosed to this Agreement and constitutes its essential part as Enclosure 1.

4.2 The Executive shall report to the CEO and shall at all times promptly give to the CEO (in writing if so requested) all information, advice and explanations as it may reasonably require in connection with matters relating to his employment or directorship under this Agreement or with the business of the Company generally. The Executive shall obey all lawful and reasonable directions of the CEO.

4.3 If requested by the Company, the Executive shall act as a director of the Company. The Executive shall also carry out duties on behalf of any Associated Company, including, if required by the CEO, acting as an officer or director of any such Associated Company. If the Executive is appointed as a statutory director of either the Company or any Associated Company he shall comply with his statutory duties as a director under the Companies Act (or equivalent act governing the operations of the Associated Company) and any other duties owed to the Company and any Associated Company of which he is a director. He shall also comply with the articles of association of the Company and any Associated Company of which he is a director.

4.4 The Executive shall immediately report his own wrongdoing and any actual or suspected wrongdoing on the part of other staff of the Company or any Associated Company of which he becomes aware.

4.5 The parties agree that the Executive shall be independent in determination of the working hours whereby, to perform his work properly and timely, the Executive shall ensure when determining the schedule of working hours that his work is performed every working day (meaning working day of the Company), regularly from 8:00 to 16:00 Monday to Friday, at least 40 hours a week, and more if necessary, and as needed on weekends and holidays. Provisions of the Labour Law which are regulating maximum duration of the working hours, working at night, daily and weekly rest shall not be applicable to the Executive.

4.6 The Executive shall devote the whole of his working time, attention and abilities during those hours to carrying out his duties in a proper, loyal and efficient manner. The Executive shall well and faithfully serve the Company and any Associated Company and use his utmost efforts to promote the interests thereof.

4.7 During the performance of his duties of employment, the Executive shall travel to such places inside, and outside Croatia as the Company or CEO may from time to time require. It is not expected that the Executive will be required to work outside of Croatia for more than one month at a time.

4.8 The Executive’s normal place of work shall be in the Company’s business premises or at such other place in Croatia as the Company may from time to time determine on either a temporary or permanent basis.

5. Salary and Incentives

5.1 The Executive shall receive a monthly salary of HRK 230,769.24 (gross), payable latest until the 15th day of each month for his services during the previous month (inclusive of any director’s fees and salaries which may be payable to the Executive by the Company or any Associated Company), less normal deductions for tax and employee contributions.

5.2 The Executive shall be entitled to participate in the Company’s annual cash incentive scheme, Molson Coors Incentive Plan (MCIP) in accordance with the rules of the MCIP prevailing at that time. However, the Company reserves the right to discontinue or amend the terms of the MCIP or any replacement thereof annual cash incentive scheme at any time and from time to time without any obligation to provide a replacement or equivalent incentive scheme or to pay compensation in respect of such amendment or withdrawal. The Executive acknowledges that he has no contractual or other legal right to receive any annual cash incentive payment and that the Company is under no obligation to operate any cash incentive scheme. He further acknowledges that he will not acquire such a right (or to receive any cash incentive payment at a particular level), nor shall the Company come under such an obligation, merely by virtue of the Executive having received one or more cash incentive payments during the course of the Appointment. The Executive will cease to be eligible to receive any payments under the MCIP if he is not employed at the payment date.

5.3 The Company will first review (but shall not be obliged to increase) the salary payable under this Agreement on 1 April 2023. Thereafter at least once in each 12 months the Company shall review (but shall not be obliged to increase) the salary payable under this Agreement.

5.4 The Executive is entitled to payment of “the 13th salary” in the gross amount of the average monthly gross salary.

5.5 The Executive is entitled to the relocation support in accordance with the Global Transfer policy, schooling allowance for his children (international grammar and high school) and medical coverage (health insurance) for his spouse.

5.6 The Executive shall not be entitled to any other salary or fees as an officer, director or employee of the Company or any Associated Company.

5.7 The Company shall be entitled to deduct from the Executive’s salary or other remuneration (including but not limited to any MCIP payments, commission, payment in lieu of notice, holiday pay and sick pay) all or any sums owed by him to the Company including, but not limited to, advances, overpayments, unauthorised expenses, relocation costs, the costs of repairing or replacing any equipment or property belonging to the Company or any Associated Company which has been lost or damaged by the Executive or any loss suffered by the Company as a result of any neglect or breach of duty by the Executive.

Life Insurance

5.8 The Executive is eligible to participate in SwissLife insurance plan with 2 (two) times salary life assurance up to absolute maximum of EUR 1,500,000 payable up to the 65th birthday of the member subject to the Rules of that plan. SwissLife is fully discretionary benefit, and the Company reserves the right, in its absolute discretion, to close or amend any such plans and schemes and shall not be obliged to provide a replacement scheme or to compensate the Executive for any loss in benefits incurred as a result of such closure or amendment (save as may be required by law).

6. Car or Car Allowance

6.1 The Company shall provide for the Executive a company car in line with the Company Car Policy in force from time to time.

7. Other Benefits and Stock Options

7.1 The Executive will be eligible to participate in the Molson Coors Long Term Incentive Plan (the “Plan”), subject to the terms of the Plan. The Company reserves the right to discontinue or amend the terms of this Plan at any time and from time to time and, in such event, the Parent, the Company or any Associated Company shall not be required to provide a replacement plan or to pay compensation in respect of such discontinuance or amendment. The Executive acknowledges that he has no right to receive an annual allocation (or an allocation of a particular level) under the Plan and that the Company is under no obligation to operate a long term incentive plan. The Executive also acknowledges that he will not acquire such a right, nor shall the Company come under such an obligation, merely by virtue of having received one or more allocations or payments (or allocations or payments of a particular level) under this or any other plan during the course of his employment.

7.2 The Executive shall maintain his membership of all professional, trade and other bodies deemed necessary by the Company or statute for the performance of his duties hereunder. The Executive shall be entitled to payment or reimbursement by the Company of up to two subscriptions to recognised professional bodies where such a professional body is directly related to the Executive’s current job or to his normal professional skills.

7.3 The Executive shall be entitled to purchase goods or services from the Company or any Associated Company with the benefit of such discount and commissions as are from time to time authorised by the CEO.

8. Expenses

8.1 The Company shall reimburse to the Executive against production of satisfactory receipts, if requested, all reasonable travelling, hotel, entertainment and other out‑of‑pocket expenses which he may from time to time be authorised to incur in the execution of his duties herein. Such expenses must be incurred in accordance with the Company’s Travel and Expenses policy from time to time in force.

9. Holidays

9.1 The Executive is entitled to 30 working days of paid annual holiday in every holiday year (calendar year) to be taken at such times as may be approved by the CEO.

9.2 The Company may at its discretion require the Executive to take (or not take) during his notice period any holiday entitlement which has accrued by the date of the termination of his employment, but which has not been taken, including where the Company has exercised its right to place the Executive on garden leave in accordance with clause 16.2 of this agreement.

10. Sickness and other paid leave

10.1 Subject to the production of medical certificates satisfactory to the Company (as required) and compliance with the Company’s attendance management policy and procedure in relation to the reporting of sickness absence, if the Executive is absent from work due to sickness or accident, he shall be entitled to receive salary compensation in the amount of 100% of his monthly gross salary during the first 42 days of sickness absence, and thereafter he shall be entitled to the salary compensation in the amount of the difference between the net salary amount he would receive based on his base agreed monthly gross salary and the sick leave pay awarded by the Croatian Health Insurance Institute (“Company Sick Pay”).

10.2 Subject to the production of medical certificates satisfactory to the Company (as required) and compliance with the Company’s attendance management policy, if the

Executive is absent from work due to the usage of the parental leave, he shall be entitled to receive the salary compensation in the amount of the difference between the 50% of the net salary amount he would receive based on his base agreed monthly gross salary and the sick leave pay awarded by the Croatian Health Insurance Institute (“Company Sick Pay”).

10.3 Any Company Sick Pay in addition to that to which the Executive is entitled under clause 10.1 and 10.2 shall be at the discretion of the CEO. Such remuneration shall include any statutory sick pay the Company is obliged to pay to the Executive.

10.4 In addition to the leave provisions set out in this Agreement the Executive is entitled to other paid statutory leave for which he qualifies. Details of the other types of paid leave that the Executive may be entitled to are available from the HR department. Unless stated otherwise, these do not form part of the Executive’s contract of employment and the Company may amend them at any time.

11. Confidential Information

11.1 For the purposes of this clause 11 “Confidential Information” means, without limitation:

(i) trade secrets,

(ii) any inventions or improvements which the Executive may from time to time make or discover in the course of his duties,

(iii) details of suppliers, their services, or customers and the services and their terms of business,

(iv) prices charged to and terms of business with clients,

(v) marketing plans and sales forecasts,

(vi) any proposals relating to the future of the Parent, the Company, an Associated Company or their respective businesses or any part thereof,

(vii) details of employees and officers and of the remuneration and other benefits paid to them,

(viii) any existing or proposed business ventures, acquisitions, disposals, production agreements or outsourcings relating to the Parent, the Company or any Associated Company,

(ix) information relating to any business matters, corporate or strategic or business plans, management systems, finances, marketing or sales of any past, present or future products or services, management reports, processes, inventions, designs, know how, pitch lists, discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future products or service of the Parent, the Company or any Associated Company,

(x) any information given to the Parent, the Company or any Associated Company in confidence by clients/customers, suppliers or other persons,

(xi) any other information (whether or not recorded in documentary form, or on computer disk or tape) which is confidential or commercially sensitive and is not in the public domain,

(xii) any other information which is notified to the Executive as confidential; and

(xiii) any other information which the Executive should reasonably expect that the Parent, the Company or any Associated Company would regard as confidential or commercially sensitive.

11.2 The Executive acknowledges that in the ordinary course of his employment he will be exposed to Confidential Information. The Executive shall not, either during this Appointment, or at any time thereafter without limitation in time, except in the proper course of his duties (or as required by law), directly or indirectly:

(a) use, divulge, or disclose, or

(b) through any failure to exercise all due care and diligence, cause or permit to be disclosed,

to any person any other Confidential Information concerning the business or affairs of the Parent, the Company or any Associated Company, or any of their clients or customers, which may have come to his knowledge at any time during his employment by the Parent, the Company or any Associated Company.

11.3 The Executive shall be responsible for protecting the confidentiality of the Confidential Information and shall use his best endeavours to prevent the use, disclosure or communication of any Confidential Information and inform the CEO immediately on becoming aware or suspecting that any Confidential Information has been used, disclosed or communicated.

11.4 Clause 11.2 will cease to apply to Confidential Information which enters the public domain other than (directly or indirectly) by way of unauthorised disclosure or unauthorised use by any person (whether or not by the Executive).

12. Restrictions During the Appointment

12.1 The Executive shall not during the Appointment directly or indirectly be employed by, provide services to, or be an officer or director, agent, partner or consultant of, or have any financial interest in, or otherwise be concerned or interested in, any trade, business or occupation other than the business of the Company except:

(a) with the prior written consent of the CEO, but consent may be given subject to any terms or conditions which the CEO requires, a breach of which shall be deemed to be a breach of the terms of this Agreement; or

(b) as a holder of not more than 3% of any class of shares, debentures or other securities in a company which is listed or dealt in on a Recognised Investment Exchange.

12.2 In this clause the expression “occupation” includes any public or private work (whether for profit or otherwise) which, in the reasonable opinion of the Company, may hinder or otherwise interfere with the efficient and full performance by the Executive of his duties under this Agreement. The Executive confirms that prior to entering into this Agreement, he has fully disclosed to the Company in writing all circumstances of which he is aware in respect of which there is, or might be perceived to be, a conflict of interest between the Company or any Associated Company and the Executive or his spouse, civil partner (or anyone living as such), children, parents or other close family member and he agrees to promptly disclose to the CEO any further such circumstances which may arise during this Agreement.

12.3 In the event that the Executive becomes aware of any actual or potential conflict of interest between himself (or a member of his immediate family) and the Company or any Associated Company, he shall immediately give full details of it to the CEO and shall comply with any reasonable instructions of the CEO regarding the resolution of such conflict.

12.4 The Executive shall not during the Appointment directly or indirectly have any dealings with any of the Parent’s, the Company’s or any Associated Company’s past, current or prospective suppliers, customers, agents or clients with whom he has had direct or indirect business dealings, or with the competitors of the Parent, the Company or any Associated Company, other than:

(a) for the legitimate business interests of the Parent, the Company or any Associated Company;

(b) on a purely social basis; or

(c) with the prior consent of the CEO.

12.5 The Executive shall not during the Appointment either on his own behalf or on behalf of any person, firm or company directly or indirectly:

(a) solicit or endeavour to entice away from the Parent, the Company or any Associated Company an employee, or discourage from being employed by the Parent, the Company or an Associated Company any person who, to the knowledge of the Executive, is an existing or prospective Restricted Employee of the Parent, the Company or any Associated Company;

(b) employ or receive services from any Restricted Employee;

(c) procure or assist or facilitate another person to employ or receive services from any Restricted Employee.

A “Restricted Employee” means any person who is already employed in, or is in the process of being recruited by, the Parent, the Company or any Associated Company into a senior management role.

12.6 The Executive shall not during the Appointment copy or memorise Confidential Information (as defined in clause 11) or trade secrets of the Parent, the Company or any Associated Company with a view to using or disclosing such information for a purpose other than for the benefit of the Parent, the Company or any Associated Company.

12.7 The Executive shall not, without the prior written consent of the CEO, other than in the performance of his duties, whether during his employment or after its termination, either directly or indirectly:

(a) publish an opinion, fact or material;

(b) deliver any lecture or address;

(c) make any untrue or misleading statement;

(d) participate in the making of any film, radio broadcast or television transmission; or

(e) communicate with any representative of the media (including but not limited to television (terrestrial, satellite and cable), radio, the internet, newspapers and other journalistic publications) or any third party,

relating to the business or affairs of the Parent, the Company or any Associated Company or to any of its or their officers, employees, customers, clients, suppliers, distributors, agents or shareholders or to the development or exploitation of any Intellectual Property belonging to the Parent, the Company or any Associated Company.

12.8 The Executive shall not during the Appointment, encourage, procure or assist any third party to do anything which, if done by the Executive would be a breach of this clause 12.

13. Post-termination Restrictions

13.1 In this clause 13 the following words and phrases shall have the following meanings:

(i) “Prospective Customer” means any person, firm or company who in the 12 months immediately prior to the Restriction Date has been (i) an active target of the Parent, the Company or any Relevant Associated Company, or (ii) offered contract terms by the Parent, the Company or any Relevant Associated Company, or (iii) participating in active negotiations with the Parent, the Company or any Relevant Associated Company in respect of the supply of goods or services by the Parent, the Company or any Relevant Associated Company and with whom the Executive:

(a) had dealings on behalf of the Parent, the Company or any Relevant Associated Company; or

(b) was responsible or concerned via an employee, agent or consultant of the Parent, the Company or any Relevant Associated Company who reported to him; or

(c) about whom the Executive possessed Confidential Information.

(ii) “Relevant Associated Company” means any Associated Company for which the Executive has performed services under this agreement or for which the Executive has had material operational management responsibility or has provided material services or about which the Executive possessed Confidential Information at any time during the period of 12 months immediately prior to the Restriction Date”;

(iii) “Relevant Products or Services” means any products or services sold or supplied by the Company or any Associated Company during the period of 12 months immediately prior to the Effective Date and with which sale or supply the Executive was directly involved, concerned or connected or about which he possessed Confidential Information;

(iv) “Restricted Business” means those of the businesses of the Parent, the Company and the Relevant Associated Companies with which the Executive was involved to a material extent at any time during the period of 12 months immediately prior to the Restriction Date;

(v) “Restricted Customer” means any firm, company or other person who at any time during the period of 12 months immediately prior to the Restriction Date, was a customer of, or in the habit of dealing with the Parent, the Company or any Relevant Associated Company and with whom or which the Executive;

(a) had dealings on behalf of the Parent, the Company or any Relevant Associated Company; or

(b) was responsible or concerned via an employee, agent or consultant of the Parent, the Company or any Relevant Associated Company who reported to him; or

(c) about whom the Executive possessed Confidential Information

(vi) “Restricted Employee” means any person who, at the date of the termination of the Executive’s employment, was employed by the Parent, the Company or any Relevant Associated Company at Senior Executive level or above or was an employee or consultant, and in either case with whom the Executive worked or had material dealings or whose work he was responsible for or managed during the period of 12 months immediately prior to the Restriction Date; and

(vii) “Restricted Supplier” means any firm, company or other person who at any time during the period of 12 months immediately prior to the Restriction Date, was a provider or supplier or a prospective provider or supplier of goods or services (other than utilities and goods or services supplied for administrative purposes) to the Parent, the Company or any Relevant Associated Company, including any person who provided services to the Parent, the Company or any Relevant Associated Company by way of a consultancy agreement, and with whom the Executive dealt to a material extent during that period or for whom the Executive had responsibility;

(vii) “Restricted Territory” means those countries in Europe, the Middle East and Africa (EMEA) and the Asia Pacific Region (APAC) where on the Restriction Date the Parent, the Company or any Associated Company was engaged in the research into, development, distribution, sale or supply of or otherwise dealt with Relevant Products or Services.

(ix) “Restriction Date” means the earlier of the date of termination of this Agreement and the start of any period of Garden Leave under clause 16.

13.2 The Executive will not, without the prior written consent of the CEO, for a period of 12 months immediately following the Restriction Date, canvas, solicit or approach, or cause to be canvassed, solicited or approached, for the purpose of obtaining business, orders or custom any person, firm or company who was (i) a Restricted Customer, or (ii) a Prospective Customer with a view to providing them with any Competing Products or Services.

13.3 The Executive will not, without the prior written consent of the CEO, for a period of 12 months immediately following the Restriction Date, solicit or attempt to solicit or place orders for the supply of products or services from a Supplier if as a result the Supplier may reasonably be expected to cease supplying or materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Parent, the Company or any Relevant Associated Company.

13.4 The Executive will not, without the prior written consent of the CEO, for the period of 12 months immediately following the Restriction Date perform or agree to perform any services or supply or agree to supply any goods to any person, firm or company who was (i) a Restricted Customer, or (ii) a Prospective Customer, or (iii) a Restricted Supplier if as a result that Restricted Customer or Prospective Customer may reasonably be expected to cease to use or materially reduce its usage of the products or services of the Parent, the Company or any Associated Company or in respect of the Supplier, if the Supplier may reasonably be expected to cease supplying or materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Parent, the Company or any Relevant Associated Company.

13.5 The Executive will not, without the prior written consent of the CEO, for the period of 12 months immediately following the Restriction Date,

(a) offer employment to or employ any Restricted Employee; or

(b) offer or conclude any contract for services with any Restricted Employee; or

(c) procure, or facilitate or assist in the making of such an offer of employment or contract for services to a Restricted Employee by any person, firm, company or other organisation; or

(d) entice away any Restricted Employee from the employment of the Parent, the Company or any Associated Company.

13.6 The Executive will not without the prior written consent of the CEO, for the period of 12 months immediately following the Restriction Date, be engaged in, provide services to, be an officer of, have any financial interest in, or be concerned with in any capacity, in any business concern providing Competing Products or Services within or related to the Restricted Territory, including but not being limited to the following competitors of the Company:

(i) Anheuser-Busch InBev;

(ii) Asahi;

(iii) Carlsberg; and

(iv) Heineken.

(“Contractual prohibition of competition”).

The Company’s competitors change from time to time and the Company reserves the right to notify you of any changes to the above list.

13.7. In case of termination of the employment, the Company undertakes to pay the Executive for a period of 12 months (during the duration of the Contractual prohibition of competition) the amount equal to the half of the average monthly salary paid to the Executive in the last three months before the termination of the employment as a compensation for Contractual prohibition of competition. The Company shall not be obliged to pay the compensation for Contractual prohibition of competition in case of termination caused by any reason specified in Article 17.6 of this Agreement.

The Company may unilaterally, without giving a reason, waive from the Contractual prohibition of competition referred to in this Article at any time. In the event of withdrawal from the Contractual prohibition of competition, the obligation to pay the compensation ceases after two months from the submission of a written statement of withdrawal. This paragraph does not apply if the Company released the Executive from the Contractual prohibition of competition, in writing, before the termination of employment or the contracting parties have entered into an agreement to that effect.

13.8 The Executive will not encourage, assist or procure any third party to do anything which, if done by the Executive would be in breach of clauses 13.2 to 13.6 above.

13.9 Clause 13.6 shall not prevent the Executive from being a holder of not more than 3% of any class of shares, debentures or other securities in a company which is listed or dealt in on a Recognised Investment Exchange nor being employed, engaged, concerned or interested in any business insofar as the Executive’s duties or work relate solely to geographical areas where the business is not in competition with the Parent, the Company or any Relevant Associated Company.

13.10 The obligations imposed on the Executive by this clause 13 extend to him acting not only on his own account but also on behalf of any other firm, company or other person and shall apply whether he acts directly or indirectly.

13.11 The Executive agrees that:

(a) each of the sub-paragraphs contained in this clause 13 constitutes an entirely separate, severable and independent covenant and restriction on him;

(b) the duration, extent and application of each of the restrictions contained in this clause 13 is no greater than is necessary for the protection of the goodwill and trade connections of the Company; and

(c) if the Executive is offered new employment, or a new appointment or engagement he agrees to immediately bring the terms of this clause 13 to the attention of the person making the offer.

(d) if a restriction on his contained in this clause 13 is found void but would be valid if some part of it were deleted or amended, the restriction shall apply with such deletion or amendment as may be necessary to make it valid and effective.

14. Return of Property

14.1 For the purposes of this clause 14, “Property” means keys, mobile phone, computer equipment, all lists of clients or customers, correspondence and all other documents, disks, information storage devices, papers and records (including, without limitation, any records stored by electronic means, together with any codes or implements necessary to give full access to such records), system designs, software designs, software programmes (in whatever media), presentations, proposals or specifications which may have been prepared by him or have come into his possession, custody or control in the course of his employment. This shall include all copies, reproductions, extracts and summaries of any of the above.

14.2 The Executive shall upon termination of this Agreement, or whenever requested by the Company, including if he is placed on garden leave in accordance with clause 16.2:

(a) immediately deliver up to the Company all Property of the Parent, the Company or any Associated Company and the Executive shall not be entitled to and shall not retain any copies thereof. Title and copyright therein shall vest in the Company.

(b) provide access (including passwords) to any computer or other equipment or software in his possession or under his control which contains information relation to the Parent, the Company or any Associated Company. The Executive also agrees that the Company is entitled to inspect, copy and/or remove any such information from any such computer, equipment or software owned by the Executive or under his control and the Executive agrees to allow the Company reasonable access to the same for these purposes.

15. Directorships

15.1 The removal of the Executive from the office of director or Supervisory board of the Company or any Associated Company or the failure of the Company to re‑elect the Executive as a director or a member of the Supervisory board of the Company or any Associated Company, if under the Articles of Association for the time being of the Company he shall be obliged to retire by rotation or otherwise, shall not terminate his employment under this Agreement.

15.2 The Executive shall not except with the consent of the Company during his employment resign his office as a director or a member of the Supervisory board of the Company or any Associated Company or do anything which could cause him to be disqualified from continuing to act as such a director or a member of the Supervisory board.

15.3 The Executive shall resign as a director or a member of the Supervisory board of the Company and all Associated Companies with immediate effect on the termination of this Appointment or (if so requested by the Company) with effect from the date when the Company exercises all or any of its rights under clause 16.

16. Suspension and Garden Leave

16.1 The Company may suspend the Executive for a reasonable period on full pay for the purpose of investigating the substance of any potential disciplinary matter involving the Executive and holding a disciplinary hearing or in any other circumstances where the Company considers the Executive’s continued presence on the Company’s premises may hinder an investigation. The Executive must not during any period of suspension, without the written consent of the Company, go to any premises of the Parent, the Company or any Associated Company or contact or deal with any employee, customer, client or supplier of the Parent, the Company or any Associated Company.

16.2 Where either the Company or the Executive gives notice to terminate this Appointment, the Company may require the Executive to cease to perform all or part his duties under this Agreement and/or not to attend at the Company’s premises during all or any part of the notice period as the Company so decides. The Company may require the Executive during part or all of such period to perform part but not all of his normal duties or to perform duties different from his normal duties, including carrying out specific

projects or tasks (but not being duties inappropriate to his status) and working from home. The Executive shall comply with any other reasonable instructions and conditions imposed by the Company during such period.

16.3 During any period of Garden Leave in accordance with clause 16.2, the Company shall continue to pay the Executive his normal salary and provide other contractual benefits to which he has an entitlement under this Agreement. Whilst the Executive will remain entitled to receive any MCIP payments earned prior to his Garden Leave but due to be paid during Garden Leave, the Executive shall not be entitled to any further accrual or payment of any incentive, bonus or commission payments not yet earned on the date the Executive’s Garden Leave began. During this period the Executive, who shall remain in employment, shall continue to be bound by all obligations owed to the Company under this Agreement.

16.4 The Executive must not during Garden Leave directly or indirectly be employed by or retained by or advise or assist any other person, company or entity in any capacity whether paid or unpaid.

16.5 The Executive shall during Garden Leave remain available to perform any reasonable duty requested by the Company and shall co-operate generally with the Company to ensure a smooth hand over of his duties. Should the Executive fail to make himself available for work having been requested by the Company to attend, his absence shall be deemed as unjustified and the Executive shall have no right to salary and contractual benefits in respect of such period of non‑availability.

16.6 The Company may appoint another individual to carry out the duties of the Executive during any period that he is on Garden Leave in accordance with this clause 16.

16.7 During Garden Leave, the Executive must not make contact (including socially) with any employees, agents, suppliers or customers or clients of the Parent, the Company or any Associated Company except as directed by the Company.

16.8 The Executive must not make any public announcement of his departure from the Company prior to or during Garden Leave save at a time and in terms reasonably directed by the Company.

17. Termination of Employment

17.1 The Company may terminate the Executive’s employment by serving 3 months’ written notice on the Executive. The Executive may terminate his employment by serving 3 months’ written notice on the Company.

17.2 In case of termination of this Agreement by the Company, except in case of termination due to the reasons under 17.6, the Executive is entitled to the severance pay

in the amount of 24 (twenty four) gross monthly salaries, calculated according to the salary he received for the month preceding the notice of termination. The severance pay is paid no later than 15 days from the day of issuing the notice of termination, provided that the Executive's employment cannot be terminated before the severance pay is paid.

17.3 The severance pay referred to in the previous paragraph of this Article does not exclude the severance pay the Executive is entitled in accordance with the applicable Company Collective Agreement, whereby for the purpose of calculating severance pay based on applicable Company Collective Agreement, the length of service of the Executive Director with the Company will be calculated starting from the January 1, 2022.

17.4 The Company reserves the right to withhold any payments to the Executive on termination of his employment subject to his compliance with clauses 14, 15.3 and all other terms of this Agreement.

17.5 If the Executive:

(a) Without any reasonable cause neglects, omits or refuses to perform all or any of his duties or obligations under this agreement to the reasonable satisfaction of the CEO;

(b) becomes a patient for any purpose of any statute relating to mental health; or

(c) is convicted of any criminal offence (other than a motoring offence for which no custodial sentence is given to him, unless that motoring offence involves driving over the legal alcohol limit or whilst under the influence of prohibited substances, or is an offence which does not in the opinion of the CEO affect his position under this agreement); or

(d) shall declare personal insolvency under the Consumer Insolvency Act (OG 100/15, 67/18);

(e) or shall be or become prohibited by law from being a director; or

(f) shall be guilty of any gross misconduct (which, for the avoidance of doubt, includes any conduct whether during the course of or outside his which tends to bring the Parent, the Company or any Associated Company into material disrepute e.g. driving whilst over the legal alcohol limit), or gross negligence or shall commit any serious or persistent breach of any of his obligations to the Parent, the Company or any Associated Company (whether under this Agreement or otherwise);

(g) commits any act of fraud, dishonest, corrupt practice, a breach of the Croatian bribery regulations relating to the Parent, the Company or any Associated Company. Misconducts himself whether during or outside the course of his duties under this Agreement in such a way that in the reasonable opinion of the CEO, the business, operation, interests or reputation of the Parent, the Company or any Associated Company is or is likely to be prejudicially affected;

(h) shall refuse or neglect to comply with any lawful orders given to him by the Company;

(i) resigns as a director of the Parent, the Company or any Associated Company without the Company’s consent.

then the Company shall be entitled to terminate this agreement immediately without notice in writing and without obligation to pay any compensation to the Executive.

17.6 The Agreement cannot be terminated during Executive’s temporarily inability to work due to the sickness or other justified absence (business trip, education etc.)

17.7 Any delay or forbearance by the Company in exercising any right of termination shall not constitute a waiver of it.

17.8 The Executive acknowledges the Parent Board of Directors has adopted a clawback policy and that the Executive is subject to the terms of the clawback policy, as the same may be modified or amended from time to time, and he acknowledges that the terms of the clawback policy are incorporated into this Agreement by this reference.

18. Intellectual Property

18.1 For the purposes of this clause 18 the following words and phrases shall have the following meanings:

(i) “Works” means all works, designs, innovations, inventions, improvements, processes, get-up, trade marks and trade names.

(ii) “Company Works” means all Works authored, originated, conceived, written or made by the Executive alone or with others (except only those Works which are authored, originated, conceived, written or made by the Executive wholly outside the course of his employment).

(iii) “Intellectual Property Rights” means any and all patents, trade marks, signs and services marks, rights in designs, trade or business names or signs, copyrights, database rights and topography rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.

18.2 The parties foresee that the Executive may create Company Works during the course of this Appointment. All Company Works shall vest in and be owned by the Company immediately upon their creation. It shall be part of the Executive’s normal duties at all times to:

(i) consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company with which the Executive is concerned or for which the Executive is responsible might be improved; and

(ii) promptly disclose to the Company full details of any invention or improvement which the Executive may from time to time make or discover in the course of his duties including, without limitation, details of all Company Works; and

(iii) further the interests of the Company’s undertaking with regard thereto

with the intent that subject to Croatian Copyright Act the Company shall be entitled to the sole and absolute ownership of any such Company Works and to the exclusive use thereof free of charge and free of any third party rights.

18.3 To the extent such rights do not vest immediately in the Company the Executive hereby agrees to assign to the Company all of the Executive’s right, title and interest in the Company Works together with all of his right, title and interest in any and all Intellectual Property Rights which subsist from time to time in the Company Works.

18.4 To the extent such rights do not vest immediately in the Company the Executive hereby assigns to the Company all future copyright in the Company Works and the parties agree that all such future copyright shall vest in the Company.

18.5 The Executive shall not knowingly do anything to imperil the validity of any patent or protection or any application therefore, relating to any of the Company Works but shall at the cost of the Company render all possible assistance to the Company both in obtaining and in maintaining such patents or other protection.

18.6 The Executive shall not either during the Executive’s employment or thereafter exploit or assist others to exploit any of the Company Works or any invention or improvement which the Executive may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such Company Works or invention or improvement or give any information in respect of it except to the Company or as the Company may direct.

18.7 The Executive hereby irrevocably authorises the Company for the purposes of this clause 18 to make use of his name and to sign and to execute any documents or do any thing on his behalf (or where permissible to obtain the patent or other protection in the Company’s own name or in that of its nominees in relation to any of the Company Works).

18.8 The Executive shall forthwith and from time to time both during the Appointment under this contract and thereafter, at the request and expense of the Company, do all things and execute all documents necessary or desirable to give effect to the provisions of this clause 18 including, without limitation, all things necessary or conducive to obtain a patent or other protection for any invention or improvement relating to any of the Company Works in any part of the world and to vest such letters patent or other protection in the Company or its nominees.

19. Waiver of Rights

19.1 If the Executive’s employment is terminated:

(a) by reason of liquidation of the Company for the purpose of amalgamation or reconstruction; or

(b) as part of any arrangement for the amalgamation of the undertaking of the Company not including liquidation or the transfer of the whole or part of the undertaking of the Company to any Group Company; and

the Executive is offered employment of a similar nature with the amalgamated or reconstructed company on terms not less favourable to the Executive than the terms of this Agreement, the Executive will have no claim against the Company under this Agreement in respect of that termination.

20. Data Protection

20.1 The Company shall hold and process personal data (including special categories of personal data) relating to the Executive in manual and automated filing systems. Details about how and why the Company generally processes employee personal data (including the Executive's personal data) are set out in the Company's staff privacy notice, the current version of which is available from the HR/legal department. By entering into this agreement, the Executive confirms that he has read and understood the Company's staff privacy notice.

20.2 It is important that all Company employees take appropriate steps to protect personal data and use it lawfully. Accordingly, the Executive shall treat all personal data relating to any person, whether within or outside the Company, which he acquires in the proper course of his employment in effect as if it were confidential information of the Company and shall not do/or omit to do anything that would put the Company in breach of any applicable data protection laws in force from time to time, including but not limited to the General Data Protection Regulation. He also confirms that he will comply with the Company's current data protection policy and other Company policies relating to the security and use of personal data, copies of which are available from the HR department. A failure to comply with these policies may be dealt with under the Company's disciplinary procedure and, in deliberate or very serious cases of data misuse, may be treated as gross misconduct potentially leading to dismissal.

20.3 The Executive acknowledges that due to his position rank, the Company may process personal data contained in this Agreement, as well as professional background, education, affiliation, shareholding, conflict of interest, ID/passport data, citizenship, to make obligatory public disclosures and reports, to execute auditor’s requests and to perform other legal obligations, including anti-money laundering requirements (disclosure of beneficiaries) (art. 6 para. 1 c of General Data Protection Regulation). The Executive have the right to request access to his personal data, to have his personal data corrected, restricted or deleted, and to object to processing of his personal data. The

Executive has the right of data portability. Respective rights may be subject to various limitations under the General data protection regulation. The Executive has a right to lodge a complaint with the data protection authority if he has concerns about processing of his personal data by the Company.

20.4 The Executive agrees to keep the Company informed of any changes to his personal data.

21. Communications

21.1 Telephone calls made and received by the Executive using the Company’s equipment and use of the Company’s e‑mail system to send or receive personal correspondence may be recorded by the Company on its communications systems. Any recordings made shall at all times remain the property of the Company and, if necessary, may be used as evidence in the case of investigations or disputes between the Company and third parties.

22. Notices

22.1 Any notice may be given personally to the Executive or to the CEO (as the case may be) or may be posted to the Executive either at his address given above or at his last known address or to the Company (for the attention of the CEO) at its registered office for the time being. Any such notice sent by post shall be deemed served forty‑eight hours after it is posted and in proving such service it shall be sufficient to prove that the notice was properly addressed and put in the post.

23. Miscellaneous Matters

23.1 For the purpose of establishing the duration of the employment, the Executive’s continuous period of employment began on February 16, 2007.

23.2 The Company’s Disciplinary Procedure, as in force from time to time, shall apply to the Executive. This is non-contractual. If the Executive is dissatisfied with any disciplinary decision taken against him, he may appeal in accordance with the terms of the Company’s Disciplinary Procedure.

23.3 If the Executive has a grievance relating to his employment he should first apply in person to the CEO. If the matter is not then settled, the Executive should send written grounds of appeal to the Chief People and Diversity Officer, EMEA and APAC, who will appoint an appropriate individual to hear the appeal. The appeal manager’s decision on such matters shall be final.

23.4 Upon the termination of the Executive’s employment (for whatever reason and howsoever arising) the Executive shall immediately repay all outstanding debts or loans due to the Parent, the Company or any Associated Company and the Company is hereby

authorised to deduct from any payment of salary a sum in repayment of all or any part of such debts or loans.

23.5 The Executive may be required by the Company at any time to undergo an appropriate medical examination as determined by a doctor appointed by the Company.

23.6 The Executive will be provided with copies of the Molson Coors Code of Business Conduct and the Company’s Competition Law Compliance Code. The Executive agrees to review these Codes and sign an affirmation that he understands and will comply with their provisions.

23.7 Details of any training that the Executive is entitled to participate in will be notified to him from time to time.

24. Other Agreements

24.1 The Executive acknowledges and warrants that there are no agreements or arrangements or court orders which limit or restrict in any way the Executive from fully and efficiently performing his duties under this Agreement with effect from its commencement.

24.2 Other than where other policies, plans, codes or procedures are specifically referred to and imported into this Agreement, this Agreement represents the entire agreement between the Parent, the Company or any Associated Company and the Executive relating to the employment of the Executive. In the event of any inconsistencies between any such policies, plans, codes or procedures, the terms of this Agreement shall prevail. This Agreement cancels and is in substitution of all previous agreements, arrangements and understandings (whether oral or in writing) between the Executive and the Parent, the Company and/or any Associated Company.

24.3 This Agreement may only be varied in writing between the parties.

24.4 The Executive warrants that he is not entering into this Agreement in reliance on any representation not expressly set out herein.

25. Governing Law and Jurisdiction

25.1 This Agreement shall be governed by and construed in accordance with the Croatian law and each of the parties hereby irrevocably agrees for the exclusive benefit of the Company that the competent court in Zagreb has jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. Any delay by the Company in exercising any of its rights under this agreement will not constitute a waiver of such rights.

25.2 This Agreement is signed in Croatian language and in English language in 2 (two) counterparts. Each party is entitled to receive one counterpart. In case of any dispute between the Croatian and English version of this Agreement, the English version shall prevail.

IN WITNESS whereof this Agreement has been signed by or on behalf of the parties hereto the day and year first before written

********************************

dana 1. siječnja 2022

ZAGREBAČKA PIVOVARA d.o.o.

- i -

SERGII IESKOV

MENADŽERSKI UGOVOR

OVAJ UGOVOR je pripremljen dana 1. siječnja 2022

IZMEĐU

(1) ZAGREBAČKA PIVOVARA d.o.o., Ilica 224, OIB: 83771985821, zastupano po gosp. Miroslavu Holjevcu, predsjedniku Uprave i gđi Slavici Kozina, članu Uprave, (dalje u tekstu: “Društvo”)

I

(2) Gosp. SERGII IESKOV, Zagreb, Vinogradska 134, OIB: 21045277405 (“Direktor”)

UGOVORNE STRANE SU SE SPORAZUMJELE kako slijedi:

1.Definicije

U ovom Ugovoru:

“Imenovanje”	podrazumijeva zaposlenje Izvršnog Direktora sukladno ovom Ugovoru.
“Povezano društvo”	podrazumijeva društvo koje je u određenom trenutku povezano s Društvom Majkom (osim Društva).
„Glavni Izvršni Direktor“	podrazumijeva glavnog izvršnog direktora Društva Majke u određenom trenutku.
“Dopust”	podrazumijeva bilo koji period suspenzije ili potpunog isključenja opisanog u članku 15.
„Društvo Majka“	podrazumijeva Molson Coors Beverage Company, Društvo Majku Društva

2. Imenovanje

2.1 Direktor će biti zaposlen u Društvu na radnom mjestu Predsjednik i Glavni Izvršni Direktor Molson Coors EMEA & APAC (razred GGS 20) ili u takvom drugom svojstvu sličnog statusa koji Društvo ili Glavni Izvršni Direktor može zahtijevati osim ako i sve

dok se njegov radni odnos ne raskine odlukom Društva ili Izvršnog Direktora u skladu s ovim Ugovorom.

3. Probni rok

3.1 Na ovo zaposlenje se ne primjenjuje probni rad.

4. Ovlasti i dužnosti

4.1 Izvršni Direktor će izvršavati ovlasti i obavljati dužnosti u vezi s poslovanjem Društva ili bilo kojeg Povezanog društva koje mu Društvo u određenom trenutku može povjeriti ili dodijeliti. Društvo zadržava pravo zahtijevati od Izvršnog Direktora da prestane obavljati dio svojih dužnosti i/ili zahtijevati od njega da obavlja dodatne dužnosti (pod uvjetom da takve dužnosti nisu neprikladne njegovom statusu). Izvršni Direktor će se pridržavati svih razumnih i zakonitih uputa i svih propisa, politika i postupaka Društva i Društva Majke. U bilo kojem trenutku, Društvo može imenovati bilo koju osobu ili osobe koje će djelovati zajedno s Izvršnim Direktorom radi obavljanja njegovih dužnosti i funkcija određenih ovim ugovorom. Opis posla priložen je ovom Ugovoru i čini njegov sastavni dio kao Prilog 1.

4.2 Izvršni Direktor odgovara Glavnom Izvršnom Direktoru i u svakom trenutku je dužan odmah dati Glavnom Izvršnom Direktoru (u pisanom obliku ako je tako zatraženo) sve informacije, savjete i objašnjenja koja se razumno mogu zahtijevati u vezi s pitanjima iz područja njegova djelovanja ili rukovođenja sukladno ovom Ugovoru, ili s poslovanjem Društva općenito. Izvršni Direktor će postupati sukladno svim zakonitim i razumnim uputama Glavnog Izvršnog Direktora.

4.3 Ako to zatraži Društvo, Izvršni Direktor će djelovati kao član uprave Društva. Izvršni Direktor će također obavljati dužnosti u ime bilo kojeg Povezanog društva, uključujući, ako to zahtijeva Glavni Izvršni Direktor, djelovanje kao zaposlenika ili direktora bilo kojeg takvog Povezanog društva. Ako je Izvršni Direktor imenovan za člana uprave Društva ili bilo kojeg Povezanog društva, on će se pridržavati svojih statutarnih dužnosti direktora prema Zakonu o trgovačkim društvima (ili ekvivalentnog zakona koji uređuje poslovanje povezanog društva) i svih drugih dužnosti koje ima prema Društvu i bilo kojem Povezanom društvu čiji je direktor. Također će se pridržavati statuta Društva i bilo kojeg Povezanog društva čiji je direktor.

4.4 Izvršni Direktor će odmah prijaviti svoje vlastito nezakonito postupanje i svako stvarno ili sumnjivo kršenje od strane zaposlenika Društva ili bilo kojeg Povezanog društva za koje postane svjestan.

4.5 Ugovorne strane su suglasne da će Izvršni Direktor biti neovisan u određivanju radnog vremena pri čemu će, kako bi svoj posao obavljao pravilno i pravovremeno, Izvršni Direktor pri utvrđivanju rasporeda radnog vremena osigurati da se njegov rad obavlja svaki radni dan (podrazumijevajući radni dan Društva), redovito od 8:00 do 16:00

sati, od ponedjeljka do petka, najmanje 40 sati tjedno, po potrebi i više, a po potrebi i vikendom i praznicima. Na Izvršnog Direktora ne primjenjuju se odredbe Zakona o radu koje uređuju maksimalno trajanje radnog vremena, rad noću, dnevni i tjedni odmor.

4.6 Izvršni Direktor će cijelo svoje radno vrijeme, pažnju i sposobnosti tijekom navedenih radnih sati posvetiti obavljanju svojih dužnosti na pravilan, lojalan i učinkovit način. Izvršni Direktor će dobro i lojalno služiti Društvu i svim Povezanim društvima i uložiti najveće napore da promiče njihove interese.

4.7 Tijekom obavljanja svojih radnih dužnosti, Izvršni Direktor će putovati na lokacije unutar i izvan Republike Hrvatske prema zahtjevima Društva ili Glavnog Izvršnog Direktora. Ne očekuje se da će Izvršni Direktor biti dužan raditi izvan Republike Hrvatske u periodu dužem od mjesec dana.

4.8 Uobičajeno mjesto rada Izvršnog Direktora bit će u poslovnim prostorijama Društva ili na drugom mjestu u Republici Hrvatskoj koje Društvo može u određenom trenutku odrediti na privremenoj ili trajnoj osnovi.

5. Plaća i poticaji

5.1 Izvršni Direktor će primati mjesečnu plaću u bruto iznosu od 230.769,24 kuna, najkasnije do 15. dana u mjesecu, za njegove usluge(rad) tijekom prethodnog mjeseca (koja uključuje sve direktorske naknade i plaće koje se mogu isplatiti Izvršnom Direktoru od strane Društva ili bilo kojeg Povezanog društva), umanjeno za uobičajene odbitke za porez i doprinose zaposlenika.

5.2 Izvršni Direktor ima pravo sudjelovati u godišnjem programu novčanih poticaja Društva, Molson Coors Incentive Plan (MCIP) u skladu s pravilima MCIP-a koja će vrijediti u datom trenutku. Međutim, Društvo zadržava pravo ukinuti ili izmijeniti uvjete MCIP-a ili bilo koju njegovu zamjenu godišnjeg programa novčanih poticaja u bilo koje vrijeme ili povremeno bez ikakve obveze pružanja zamjenskog ili ekvivalentnog sustava dodataka na plaću ili plaćanja naknade za takvu izmjenu ili povlačenje. Izvršni Direktor potvrđuje da nema ugovorno ili drugo zakonsko pravo na primanje bilo kakvog godišnjeg novčanog poticaja i da Društvo nije u obvezi upravljati bilo kojim programom novčanih poticaja na plaću. Nadalje, Izvršni Direktor potvrđuje da neće steći takvo pravo (ili primiti bilo kakvu isplatu novčanih poticaja na određenoj razini), niti će Društvo doći pod takvu obvezu, samo na temelju toga što je Izvršni Direktor primio jednu ili više isplata novčanih poticaja tijekom razdoblja u kojem je imenovan Izvršnim Direktorom. Izvršni Direktor će prestati imati pravo na primanje bilo kakvih isplata prema MCIP-u ako nije zaposlen na datum isplate.

5.3 Društvo će razmotriti (ali neće biti u obvezi povećati) plaću koja se isplaćuje prema ovom Ugovoru, prvi put 1. travnja 2023. godine. Nakon toga, najmanje jednom u svakih 12 mjeseci, Društvo će razmotriti (ali nije u obvezi povećati) plaću koja se isplaćuje prema ovom Ugovoru.

5.4 Izvršni Direktor ima pravo na isplatu “13. plaće” u bruto iznosu prosječne mjesečne bruto plaće.

5.5 Izvršni Direktor ima pravo na potporu za preseljenje u skladu s Pravilnikom o globalnim transferima, naknadu za školovanje za svoju djecu (međunarodna osnovna i srednja škola) i troškove zdravstvene zaštite (zdravstveno osiguranje) za svoju suprugu.

5.6 Izvršni Direktor nema pravo na bilo koju drugu plaću ili naknade kao službenik, direktor ili zaposlenik Društva ili bilo kojeg Povezanog društva.

5.7 Društvo ima pravo odbiti od plaće Izvršnog Direktora ili druge naknade (uključujući, ali ne ograničavajući se na bilo koje MCIP isplate, proviziju, plaćanje umjesto otkaza, naknadu za godišnji odmor i bolovanje) sve ili bilo koje iznose koje Izvršni Direktor duguje Društvu, uključujući, ali ne ograničavajući se na predujmove, preplate, neovlaštene troškove, troškove preseljenja, troškove popravka ili zamjene bilo koje opreme ili imovine koja pripada Društvu ili bilo kojem Povezanom društvu koju je Izvršni Direktor izgubio ili oštetio ili bilo kakav gubitak koji je pretrpjelo Društvo kao rezultat bilo kakvog zanemarivanja ili kršenja dužnosti od strane Izvršnog Direktora.

Životno osiguranje

5.8 Izvršni Direktor ima pravo sudjelovati u SwissLife osiguravajućem planu životnog osiguranja „2 times salary life assurance“ do apsolutnog maksimalnog iznosa 1.500.000 EUR, plativo do 65. rođendana u skladu s Pravilima navedenog plana SwissLife je u potpunosti diskrecijska pogodnost i Društvo zadržava pravo, prema svom apsolutnom nahođenju, obustaviti ili izmijeniti sve takve planove i nije obvezno osigurati zamjenski plan ili nadoknaditi Izvršnom Direktoru bilo kakav gubitak u naknadama nastalim kao rezultat takvog zatvaranja ili izmjene (osim ako to nalaže zakon).

6. Vozilo ili Dodatak za Vozilo

6.1 Društvo će Izvršnom Direktoru osigurati službeno vozilo u skladu s Politikom službenih vozila Društva koji će u određenom razdoblju biti na snazi.

7. Ostale pogodnosti i opcije dionica

7.1 Izvršni Direktor će imati pravo sudjelovanja u Dugoročnom poticajnom planu Molson Coors-a (dalje u tekstu: “Plan”), u skladu s uvjetima Plana. Društvo zadržava pravo prekinuti ili izmijeniti uvjete navedenog Plana u bilo koje vrijeme ili privremeno te u navedenom slučaju Društvo Majka, Društvo ili bilo koje Povezano društvo neće biti dužno pružiti zamjenski plan ili platiti naknadu za takav prekid ili izmjenu. Izvršni Direktor ovim putem potvrđuje da nema pravo na godišnju dodjelu (ili dodjelu za određeno razdoblje) prema Planu i da Društvo nema obvezu voditi dugoročni plan poticaja. Izvršni Direktor je također suglasan da neće steći takvo pravo, niti će Društvo

doći pod takvu obvezu, samo na temelju toga što je primio jednu ili više dodjela ili plaćanja (ili dodjele ili plaćanja u određenom razdoblju) u okviru navedenog ili bilo kojeg drugog Plana tijekom svog radnog odnosa.

7.2 Izvršni Direktor će zadržati svoje članstvo u svim profesionalnim, cehovskim i drugim tijelima određenima od strane Društva ili statuta koja su nužna za obavljanje njegovih dužnosti sukladno ovom Ugovoru. Izvršni Direktor ima pravo na plaćanje ili nadoknadu od strane Društva do dvije pretplate na priznata stručna tijela ako je takvo stručno tijelo izravno povezano s trenutnim poslom Izvršnog Direktora ili s njegovim uobičajenim profesionalnim vještinama.

7.3 Izvršni Direktor ima pravo kupovati robu ili usluge od Društva ili bilo kojeg Povezanog društva uz pogodnosti popusta i provizija koje su u određenom trenutku odobrene od strane Glavnog Izvršnog Direktora Društva.

8. Troškovi

8.1 Društvo će nadoknaditi Izvršnom Direktoru uz predočenje zadovoljavajućih računa, ako to zatraži, sve razumne troškove putovanja, hotela, zabave i druge vlastite troškove na koje povremeno može biti ovlašten u izvršavanju svojih dužnosti. Takvi troškovi moraju nastati u skladu s Pravilnikom putovanja i troškova Društva koji će u datom trenutku biti na snazi.

9. Godišnji odmor

9.1 Izvršni Direktor ima pravo na 30 radnih dana plaćenog godišnjeg odmora u svakoj godini (kalendarskoj godini) u razdoblju koje odobrava Glavni Izvršni Direktor Društva.

9.2 Društvo može prema vlastitom nahođenju zahtijevati od Izvršnog Direktora da tijekom otkaznog roka uzme (ili ne uzme) pravo na godišnji odmor koji je stekao do datuma prestanka njegovog radnog odnosa, ali nije iskorišten, uključujući slučajeve kada je Društvo iskoristilo svoje pravo da Izvršnog Direktora oslobodi rada u skladu s klauzulom 16.2 ovog ugovora.

10. Bolest i ostali plaćeni dopusti

10.1 Pod uvjetom predočenja liječničkih uvjerenja zadovoljavajućih za Društvo (prema potrebi) i u skladu s politikom prisutnosti u društvu te povezano s postupkom prijavljivanja odsutnosti iz Društva zbog bolesti, ako je Izvršni Direktor odsutan s posla zbog bolesti ili nesreće, on će ima pravo na naknadu plaće u iznosu od 100% mjesečne bruto plaće za prva 42 dana bolovanja, a nakon toga ima pravo na naknadu plaće u visini razlike između iznosa neto plaće koju bi primao na temelju njegove osnovice ugovorene mjesečne bruto plaće i naknade za bolovanje koju dodjeljuje Hrvatski zavod za zdravstveno osiguranje (“Naknada za bolovanje Društva”).

10.2 Pod uvjetom predočenja liječničkih uvjerenja zadovoljavajućih za Društvo (prema potrebi) i u skladu s politikom prisutnosti u društvu te Povezano s postupkom prijavljivanja odsutnosti iz Društva zbog bolesti, ako je Izvršni Direktor odsutan s posla zbog korištenja roditeljskog dopusta, ima pravo na naknadu plaće u visini razlike između 50% iznosa neto plaće koju bi primao na temelju svoje osnovice ugovorene mjesečne bruto plaće i naknade za bolovanje koju je dodijelio Hrvatski zavod za zdravstveno osiguranje (“Naknada za bolovanje Društva””).

10.3 O bilo kojoj naknadi za Bolovanje osim one na koju Izvršni Direktor ima pravo prema članku 10.1 i 10.2 odlučivat će Glavni Izvršni Direktor. Takva naknada će uključivati svaku zakonsku naknadu za bolovanje koju je Društvo dužno platiti Izvršnom Direktoru.

10.4 Uz odredbe o godišnjem odmoru navedenim u ovom Ugovoru, Izvršni Direktor ima pravo na ostale plaćene zakonske dopuste za koje je ispunio uvjete. Pojedinosti o drugim vrstama plaćenog dopusta na koje Izvršni Direktor može imati pravo dostupne su u odjelu ljudskih resursa. Osim ako nije drugačije navedeno, oni ne čine dio ugovora o radu Izvršnog Direktora i Društvo ih može izmijeniti u bilo kojem trenutku.

11. Povjerljive informacije

11.1 Za potrebe ovog članka 11. „Povjerljive informacije” podrazumijevaju, bez ograničenja:

(i) poslovne tajne,

(ii) sve izume ili poboljšanja koje Izvršni Direktor može u određenom trenutku napraviti ili otkriti tijekom obavljanja svojih dužnosti,

(iii) pojedinosti o dobavljačima, njihovim uslugama ili kupcima te uslugama i njihovim uvjetima poslovanja,

(iv) cijene i uvjete poslovanja s klijentima,

(v) marketinške planove i predviđanja prodaje,

(vi) sve prijedloge koji se odnose na budućnost Društva Majke, Društva, Povezanog društva ili njihovih poslovanja ili bilo kojeg dijela u odnosu na navedeno,

(vii) pojedinosti o zaposlenicima i službenicima te o plaćama i drugim beneficijama koje im se isplaćuju,

(viii) bilo koje postojeće ili predložene poslovne pothvate, stjecanja, otuđenja, proizvodne ugovore ili vanjske poslove koji se odnose na društvo Majku, Društvo ili bilo koje Povezano društvo,

(ix) informacije koje se odnose na bilo koja poslovna pitanja, korporativne ili strateške ili poslovne planove, sustave upravljanja, financije, marketing ili prodaju bilo kojih prošlih, sadašnjih ili budućih proizvoda ili usluga, upravljačka izvješća, procese, izume, dizajne, know-how, popise prijedloga, otkrića, tehničke specifikacije i druge tehničke informacije koje se odnose na stvaranje, proizvodnju ili isporuku bilo kojih prošlih,

sadašnjih ili budućih proizvoda ili usluga Društva Majke, Društva ili bilo kojeg Povezanog društva,

(x) sve informacije koje su klijenti/kupci, dobavljači ili druge osobe dali Društvu Majci, Društvu ili bilo kojem Povezanom društvu u povjerenju,

(xi) sve druge informacije (bez obzira jesu li ili nisu zabilježene u dokumentiranom obliku, ili na digitalnom nosaču podataka) koje su povjerljive ili komercijalno osjetljive i nisu u javnoj domeni,

(xii) bilo koju drugu informaciju o kojoj je Izvršni Direktor obaviješten kao povjerljivoj; i

(xiii) sve druge informacije za koje bi Izvršni Direktor trebao razumno očekivati da bi ih Društvo Majka, Društvo ili bilo koje Povezano društvo smatralo povjerljivim ili komercijalno osjetljivim.

11.2 Izvršni Direktor je upoznat s time da će tijekom svog redovnog radnog odnosa biti izložen Povjerljivim informacijama. Izvršni Direktor neće, niti tijekom razdoblja u kojem je imenovan, niti u bilo koje vrijeme nakon toga, bez vremenskog ograničenja, osim tijekom pravilnog obavljanja svojih dužnosti (ili ako je to zahtijevano zakonom), izravno ili neizravno:

(a) koristiti, razotkriti ili otkriti, ili

(b) kroz bilo kakvi propust da se upotrijebi sva dužna pažnja, uzrokovati otkrivanje ili dopustiti da bude otkriveno,

bilo kojoj osobi bilo koju drugu Povjerljivu informaciju u vezi s poslovanjem ili poslovima Društva Majke, Društva ili bilo kojeg Povezanog društva, ili bilo kojeg od njihovih klijenata ili kupaca, do kojih je mogao doći u bilo koje vrijeme tijekom njegovog zaposlenja u Društvu Majci, Društvu ili bilo kojem Povezanom društvu.

11.3 Izvršni Direktor je odgovoran za zaštitu povjerljivosti Povjerljivih informacija i uložit će sve svoje napore kako bi spriječio korištenje, otkrivanje ili iznošenje bilo koje Povjerljive informacije te će odmah obavijestiti Glavnog Izvršnog Direktora kada sazna ili posumnja da je bilo koja Povjerljiva informacija korištena, otkrivena ili priopćena.

11.4 Članak 11.2 se ne primjenjuje na Povjerljive informacije koje ulaze u javnu domenu osim (izravno ili neizravno) putem neovlaštenog otkrivanja ili neovlaštenog korištenja od strane bilo koje osobe (bilo da se radi o Izvršnom Direktoru ili ne).

12. Ograničenja tijekom razdoblja na koje je Izvršni Direktor imenovan

12.1 Izvršni Direktor tijekom razdoblja na koje je imenovan neće izravno ili neizravno biti zaposlen, pružati usluge ili biti službenik ili direktor, agent, partner ili konzultant, niti imati bilo kakav financijski interes ili na drugi način biti uključen ili zainteresiran za bilo koju trgovinu, posao ili zanimanje osim poslovanja Društva osim u sljedećim slučajevima:

(a) uz prethodnu pisanu suglasnost Glavnog Izvršnog Direktora, ali pristanak se može dati podložno svim odredbama ili uvjetima koje Glavni Izvršni Direktor zahtijeva, čije će se kršenje smatrati kršenjem uvjeta ovog Ugovora; ili

(b) kao držatelj najviše 3% bilo koje vrste dionica, zadužnica ili drugih vrijednosnih papira u društvu koje je uvršteno ili kojim se trguje na priznatoj burzi ulaganja.

12.2 U ovom članku izraz “zanimanje” uključuje bilo koji javni ili privatni rad (bilo za profit ili na neki drugi način) koji, prema razumnom mišljenju Društva, može smetati ili na drugi način ometati učinkovito i potpuno obavljanje dužnosti Izvršnog Direktora sukladno ovom Ugovoru. Izvršni Direktor potvrđuje da je prije sklapanja ovog Ugovora u potpunosti u pisanom obliku otkrio Društvu sve okolnosti za koje je svjestan u pogledu kojih postoji ili bi se moglo smatrati da postoji sukob interesa između Društva ili bilo kojeg Povezanog društva i Izvršnog Direktora ili njegovog bračnog ili izvanbračnog partnera (ili bilo koga koji živi kao takav), djece, roditelja ili drugih članova uže obitelji i Izvršni Direktor je suglasan da će Glavnom Izvršnom Direktoru odmah otkriti sve daljnje takve okolnosti koje mogu nastati tijekom ovog Ugovora.

12.3 U slučaju da Izvršni Direktor postane svjestan bilo kakvog stvarnog ili potencijalnog sukoba interesa između sebe (ili člana njegove uže obitelji) i Društva ili bilo kojeg Povezanog društva, odmah će dati sve pojedinosti o tome Glavnom Izvršnom Direktoru i postupati sukladno svim razumnim uputama Glavnog Izvršnog Direktora u vezi s rješavanjem takvog sukoba.

12.4 Izvršni Direktor neće tijekom razdoblja na koje je imenovan izravno ili neizravno imati nikakve poslove s bilo kojim od prošlih, sadašnjih ili budućih dobavljača, kupaca, agenata ili klijenata Društva Majke, Društva ili bilo kojeg Povezanog društva s kojima je imao izravne ili neizravne poslovne odnose ili s konkurentima Društva Majke, Društva ili bilo kojeg Povezanog društva, osim:

(a) za legitimne poslovne interese Društva Majke, Društva ili bilo kojeg Povezanog društva;

(b) na isključivo društvenoj osnovi; ili

(c) uz prethodnu suglasnost Glavnog Izvršnog Direktora.

12.5 Izvršni Direktor neće tijekom razdoblja na koje je imenovan, ni u svoje ime ni u ime bilo koje osobe, društva ili poduzeća izravno ili neizravno:

(a) tražiti ili nastojati utjecati da napusti Društvo Majku, Društvo ili bilo koje Povezano društvo ili obeshrabriti da bude zaposlen u Društvu Majci, Društvu ili Povezanom društvu bilo koju osobu koja je, prema saznanjima Izvršnog Direktora, postojeća ili potencijalna Osoba na koju se odnosi ograničenje Društva Majke, Društva ili bilo kojeg Povezanog društva;

(b) zapošljavati ili primati usluge od bilo koje Osobe na koju se odnosi ograničenje;

(c) nabaviti ili pomoći ili omogućiti drugoj osobi da zaposli ili primi usluge od bilo koje Osobe na koju se odnosi ograničenje.

“Osoba na koju se odnosi ograničenje” podrazumijeva bilo koju osobu koja je već zaposlena u Društvu Majci, Društvu ili bilo kojem Povezanom društvu ili se nalazi u procesu zapošljavanja na rukovodeću ulogu.

12.6 Izvršni Direktor neće tijekom imenovanja kopirati ili pamtiti Povjerljive informacije (kako je definirano u članku 11.) ili poslovne tajne Društva Majke, Društva ili bilo kojeg Povezanog društva s ciljem korištenja ili otkrivanja takvih informacija u bilo koju svrhu osim u korist Društva Majke, Društva ili bilo kojeg Povezanog društva.

12.7 Izvršni Direktor ne smije, bez prethodne pisane suglasnosti Glavnog Izvršnog Direktora, osim u obavljanju svojih dužnosti, bilo tijekom radnog odnosa ili nakon njegovog prestanka, bilo izravno ili neizravno:

(a) objaviti mišljenje, činjenicu ili materijal;

(b) održati bilo kakvo predavanje ili obraćanje;

(c) dati bilo kakvu neistinitu ili obmanjujuću izjavu;

(d) sudjelovati u stvaranju bilo kakvog filma, radio ili televizijskog prijenosa; ili

(e) komunicirati s bilo kojim predstavnikom medija (uključujući, ali ne ograničavajući se na televiziju (zemaljsku, satelitsku i kabelsku), radio, internet, novine i druge novinarske publikacije) ili s bilo kojom trećom stranom,

koji se odnose na poslovanje ili poslove Društva Majke, Društva ili bilo kojeg Povezanog društva ili bilo kojeg od njegovih ili njihovih službenika, zaposlenika, kupaca, klijenata, dobavljača, distributera, agenata ili dioničara ili na razvoj ili iskorištavanje bilo kojeg intelektualnog vlasništva koje pripada Društvu Majci, Društvu ili bilo kojem Povezanom društvu.

12.8 Izvršni Direktor neće tijekom razdoblja na koje je imenovan poticati, nabavljati ili pomagati bilo kojoj trećoj strani da učini bilo što, što bi, ako to učini Izvršni Direktor, predstavljalo kršenje članka 12.

13. Ograničenja nakon prestanka rada

13.1 U članku 13. sljedeće riječi i izrazi imaju sljedeća značenja:

(i) „Mogući kupac” znači bilo koju osobu, društvo ili poduzeće koje je u 12 mjeseci neposredno prije Datuma ograničenja bilo (i) aktivna meta Društva Majke, Društva ili bilo kojeg Relevantnog Povezanog društva, ili (ii) su mu bili ponuđeni uvjeti ugovora od strane Društva Majke, Društva ili bilo kojeg Relevantnog Povezanog društva, ili (iii) je sudjelovalo u aktivnim pregovorima s Društvom Majkom, Društvom ili bilo kojim relevantnim Povezanim društvom u pogledu isporuke robe ili usluga od

strane Društva Majke, Društva ili bilo kojeg Relevantnog Povezanog društva i s kojima je Izvršni Direktor:

(a) imao sklopljene pravne poslove u ime Društva Majke, Društva ili bilo kojeg Relevantnog Povezanog društva;

(b) za koje je bio odgovoran ili obaviješten preko zaposlenika, agenta ili konzultanta Društva Majke, Društva ili bilo kojeg Relevantnog Povezanog društva koji su mu odgovarali;

(c) o kojima je Izvršni Direktor posjedovao Povjerljive informacije.

(ii) “Relevantno Povezano društvo” znači svako Povezano društvo za koje je Izvršni Direktor obavljao usluge prema ovom ugovoru ili za koje je Izvršni Direktor imao odgovornost za operativno upravljanje ili je pružao materijalne usluge ili o kojem je Izvršni Direktor posjedovao Povjerljive informacije u bilo kojem trenutku tijekom razdoblja od 12 mjeseci neposredno prije Datuma ograničenja”;

(iii) "Relevantni proizvodi ili usluge" označavaju sve proizvode ili usluge koje su prodali ili isporučili Društvo ili bilo koje Povezano društvo tijekom razdoblja od 12 mjeseci neposredno prije Datuma stupanja na snagu i u koju je prodaju ili isporuku bio izravno uključen, zainteresiran ili povezan Izvršni Direktor ili o kojima je posjedovao Povjerljive informacije;

(iv) “Ograničeno poslovanje” znači poslovanje Društva Majke, Društva i Relevantnih Povezanih društava s kojima je Izvršni Direktor bio uključen u značajnoj mjeri u bilo kojem vremenu tijekom razdoblja od 12 mjeseci neposredno prije Datuma ograničenja;

(v) “Ograničeni kupac” znači bilo koje poduzeće, društvo ili drugu osobu koja je u bilo kojem trenutku tijekom razdoblja od 12 mjeseci neposredno prije Datuma ograničenja bila kupac ili imala naviku poslovanja s Društvom Majkom, Društvom ili bilo kojim Relevantnim Povezanim društvom i s kim ili kojim je Izvršni Direktor;

(a) imao sklopljene pravne poslove u ime Društva Majke, Društva ili bilo kojeg Relevantnog Povezanog društva; ili

(b) za kojeg je bio odgovoran ili obaviješten preko zaposlenika, agenta ili konzultanta Društva Majke, Društva ili bilo kojeg Relevantnog Povezanog društva koji su mu odgovarali; ili

(c) o kojem je Izvršni Direktor posjedovao povjerljive informacije

(vi) “Osoba na koju se odnosi ograničenje” podrazumijeva svaku osobu koja je na datum prestanka radnog odnosa Izvršnog Direktora bila

zaposlena u Društvu Majci, Društvu ili bilo kojem Relevantnom Povezanom društvu na višoj izvršnoj razini ili višoj od navedene ili je bila zaposlenik ili konzultant, i u svakom slučaju s kojom je Izvršni Direktor radio ili imao materijalnih dogovora ili za čiji je rad bio odgovoran ili kojom je upravljao tijekom razdoblja od 12 mjeseci neposredno prije Datuma ograničenja; i

(vii) “Ograničeni dobavljač” označava svako društvo, poduzeće ili drugu osobu koja je u bilo koje vrijeme tijekom razdoblja od 12 mjeseci neposredno prije Datuma ograničenja bila davatelj ili dobavljač ili potencijalni dobavljač ili dobavljač robe ili usluga (osim komunalnih usluga i robe ili usluga koje se isporučuju u administrativne svrhe) za Društvo Majku, Društvo ili bilo koje Relevantno Povezano društvo, uključujući bilo koju osobu koja je pružala usluge Društvu Majci, Društvu ili bilo kojem relevantnom Povezanom društvu putem ugovora o savjetovanju, i s kojom je Izvršni Direktor imao posla u značajnoj mjeri tijekom tog razdoblja ili za koju je Izvršni Direktor odgovarao;

(vii) “Ograničeno područje” označava one zemlje u Europi, Bliskom istoku i Africi (EMEA) i azijsko-pacifičkoj regiji (APAC) u kojima je na Datum ograničenja Društvo Majka, Društvo ili bilo koje Povezano društvo bilo angažirano u istraživanju, razvoju, distribuciji, prodaji ili opskrbi ili se na drugi način bavilo Relevantnim proizvodima ili uslugama.

(ix) “Datum ograničenja” podrazumijeva datum raskida ovog Ugovora ili datum početka bilo kojeg perioda Dopusta sukladno članku 16., ovisno o tome koji datum nastupi ranije.

13.2 Izvršni Direktor neće, bez prethodnog pisanog pristanka Glavnog Izvršnog Direktora, u razdoblju od 12 mjeseci neposredno nakon Datuma ograničenja, agitirati, tražiti ili pristupiti, ili uzrokovati da ga se agitira, traži ili pristupi, u svrhu dobivanja posla ili narudžbe bilo koju osobu, društvo ili poduzeće koja je bila (i) Ograničeni kupac ili (ii) Potencijalni kupac s ciljem pružanja bilo kojeg konkurentskog proizvoda ili usluge.

13.3 Izvršni Direktor neće, bez prethodne pisane suglasnosti Glavnog Izvršnog Direktora, u razdoblju od 12 mjeseci neposredno nakon Datuma ograničenja, tražiti ili pokušavati tražiti ili postavljati narudžbe za nabavu proizvoda ili usluga od Dobavljača ako se kao rezultat toga može razumno očekivati da će dobavljač prestati isporučivati ili značajno smanjiti svoju opskrbu ili štetno mijenjati uvjete pod kojima isporučuje proizvode ili usluge Društvu Majci, Društvu ili bilo kojem Relevantnom Povezanom društvu.

13.4 Izvršni Direktor neće, bez prethodnog pisanog pristanka Glavnog Izvršnog Direktora, u razdoblju od 12 mjeseci neposredno nakon Datuma ograničenja obavljati ili pristati obavljati bilo kakve usluge ili isporuku ili pristati na isporuku bilo koje robe bilo kojoj osobi, društvu ili poduzeću koja je bila (i) Ograničeni kupac ili (ii) Potencijalni

kupac, ili (iii) Ograničeni dobavljač ako se kao rezultat toga može razumno očekivati da će Ograničeni kupac ili Potencijalni kupac prestati koristiti ili značajno smanjiti svoju upotrebu proizvoda ili usluga Društva Majke, Društva ili bilo kojeg Povezanog društva ili u odnosu na Dobavljača, ako se razumno može očekivati da će Dobavljač prestati s opskrbom ili značajno smanjiti svoju opskrbu ili štetno mijenjati uvjete pod kojima isporučuje proizvode ili usluge Društvu Majci, Društvu ili bilo kojem Relevantnom Povezanom društvu.

13.5 Izvršni Direktor neće, bez prethodne pismene suglasnosti Glavnog Izvršnog Direktora, u razdoblju od 12 mjeseci neposredno nakon Datuma ograničenja,

(a) ponuditi posao ili zaposliti bilo koju Osobu na koju se odnosi ograničenje; ili

(b) ponuditi ili zaključiti bilo kakav ugovor o uslugama s bilo kojom Osobom na koju se odnosi ograničenje; ili

(c) pribaviti, olakšati ili pomoći u izradi takve ponude zapošljavanja ili ugovora o uslugama Osobi na koju se odnosi ograničenje od strane bilo koje osobe, društva, poduzeća ili druge organizacije; ili

(d) odvratiti bilo koju Osobu na koju se odnosi ograničenje od zaposlenja u Društvu Majci, Društvu ili bilo kojem Povezanom društvu.

13.6 Izvršni Direktor neće bez prethodnog pisanog pristanka Glavnog Izvršnog Direktora, u razdoblju od 12 mjeseci neposredno nakon Datuma ograničenja, biti angažiran, pružati usluge, biti dužnosnik, imati bilo kakav financijski interes ili se baviti u bilo kojem svojstvu ili bilo kojem poslovnom pitanju pružanjem konkurentskih proizvoda ili usluga unutar ili u vezi s Ograničenim teritorijom, uključujući, ali ne ograničavajući se na sljedeće konkurente Društva:

(i) Anheuser-Busch InBev;

(ii) Asahi;

(iii) Carlsberg; and

(iv) Heineken.

(“Ugovorna zabrana natjecanja ”).

Konkurenti Društva se s vremena na vrijeme mijenjaju i Društvo zadržava pravo obavijestiti Vas o svim promjenama na gornjem popisu.

13.7. U slučaju prestanka radnog odnosa, Društvo se obvezuje isplatiti Izvršnom Direktoru za razdoblje od 12 mjeseci (za vrijeme trajanja Ugovorne zabrane natjecanja) iznos jednak polovici prosječne mjesečne plaće isplaćene Izvršnom Direktoru u posljednja tri mjeseca prije prestanka radnog odnosa kao naknadu za Ugovornu zabranu natjecanja. Društvo nije dužno isplatiti naknadu za Ugovornu zabranu natjecanja u slučaju prestanka uzrokovanog bilo kojim razlogom navedenim u članku 17.6. ovog Ugovora.

Društvo može jednostrano, bez navođenja razloga, u bilo kojem trenutku odustati od Ugovorne zabrane natjecanja iz ovog članka. U slučaju odustajanja od Ugovorne zabrane natjecanja, obveza plaćanja naknade prestaje nakon dva mjeseca od podnošenja pisane izjave o odustajanju. Ovaj stavak se ne primjenjuje ako je Društvo oslobodilo Izvršnog Direktora od Ugovorne zabrane natjecanja, pisanim putem, prije prestanka radnog odnosa ili ako su ugovorne strane sklopile sporazum o tome.

13.8 Izvršni Direktor neće poticati, pomagati ili nagovarati bilo koju treću stranu da učini bilo što što bi, ako to učini Izvršni Direktor, predstavljalo kršenje gore navedenih članaka od članka 13.2 do 13.6.

13.9 Članak 13.6 ne sprječava Izvršnog Direktora da bude držatelj najviše 3% bilo koje vrste dionica, zadužnica ili drugih vrijednosnih papira u društvu koje je izlistano ili kojim se trguje na priznatoj burzi ulaganja niti da bude zaposlen, angažiran, zainteresiran ili obaviješten za bilo koje poslovanje u onoj mjeri u kojoj se dužnosti ili rad Izvršnog Direktora odnose isključivo na zemljopisna područja u kojima posao nije u konkurenciji s Društvom Majkom, Društvom ili bilo kojim Relevantnim Povezanim društvom.

13.10 Obveze koje su nametnute Izvršnom Direktoru ovim člankom 13. odnose se na njega koji djeluje ne samo za svoj račun, već i u ime bilo kojeg drugog društva, organizacije ili druge osobe i primjenjivat će se bez obzira djeluje li izravno ili neizravno.

13.11 Izvršni Direktor se slaže da:

(a) svaki od podstavaka sadržanih u ovom članku 13. predstavlja potpuno zaseban, odvojiv i neovisni ugovor sa ograničenjima za njega

(b) rajanje, opseg i primjena svakog od ograničenja sadržanih u ovom članku 13. nije opsežnije nego što je potrebno za zaštitu dobrog imena i poslovnih veza Društva; i

(c) ako se Izvršnom Direktoru ponudi novo zaposlenje, ili novo imenovanje ili angažman, on pristaje odmah obavijestiti osobu koja daje ponudu s uvjetima ovog članka 13.

(d) ako se njegovo ograničenje sadržano u ovom članku 13. utvrdi nevažećim, ali bi bilo valjano da je neki njegov dio izbrisan ili izmijenjen, ograničenje će se primjenjivati s onim brisanjem ili izmjenom koje može biti potrebna da bi ograničenje postalo valjano i učinkovito.

14. Povrat imovine

14.1 Za potrebe ovog članka 14., „Imovina” znači ključeve, mobilni telefon, računalnu opremu, sve liste klijenata ili kupaca, korespondenciju i sve druge dokumente, diskove, uređaje za pohranu informacija, papire i zapise (uključujući, bez ograničenja, sve zapise pohranjene u elektroničkim sredstvima, zajedno sa svim kodovima ili uređajima potrebnim za potpuni pristup takvim zapisima), dizajnom sustava, dizajnom softvera, softverskim programima (u bilo kojem mediju), prezentacijama, prijedlozima ili specifikacijama koje je možda pripremio ili su došle u njegov posjed, ili ih je čuvao ili

vršio kontrolu nad njima tijekom njegovog zaposlenja. Ovo uključuje sve kopije, reprodukcije, izvatke i sažetke bilo čega od gore navedenog.

14.2 Izvršni Direktor će nakon raskida ovog Ugovora, ili kad god to zatraži Društvo, uključujući i kad mu je određen Dopust sukladno članku 16.2:

(a) odmah predati Društvu svu Imovinu Društva Majke, Društva ili bilo kojeg Povezanog društva, a Izvršni Direktor neće imati pravo i neće zadržati niti jednu kopiju iste. Naslov i autorska prava na Imovini pripadaju Društvu.

(b) omogućiti pristup (uključujući lozinke) bilo kojem računalu ili drugoj opremi ili softveru u njegovom posjedu ili pod njegovom kontrolom koji sadrže informacije koje se odnose na Društvo Majku, Društvo ili bilo koje Povezano Društvo. Izvršni Direktor također je suglasan da Društvo ima pravo pregledavati, kopirati i/ili ukloniti sve takve informacije s bilo kojeg takvog računala, opreme ili softvera u vlasništvu Izvršnog Direktora ili pod njegovom kontrolom, a Izvršni Direktor je suglasan dopustiti Društvu razuman pristup istima za navedene svrhe.

15. Članstvo u upravi/Nadzornom odboru

15.1 Opoziv Izvršnog Direktora s dužnosti direktora ili člana Nadzornog odbora Društva ili bilo kojeg Povezanog društva ili neuspjeh Društva da ponovno izabere Izvršnog Direktora za direktora ili člana Nadzornog odbora Društva ili bilo kojeg Povezanog društva te ako će se prema Statutu za vrijeme postojanja Društva biti dužan povući se zamjenom ili na drugi način, neće uzrokovati prestanak radnog odnosa prema ovom Ugovoru.

15.2 Izvršni Direktor ne smije, osim uz suglasnost Društva za vrijeme svog zaposlenja, dati ostavku na dužnost direktora ili člana Nadzornog odbora Društva ili bilo kojeg Povezanog društva ili učiniti bilo što što bi moglo dovesti do toga da bude diskvalificiran od daljnjeg obavljanja dužnosti takvog direktora ili članka Nadzornog odbora.

15.3 Izvršni Direktor će podnijeti ostavku na mjesto direktora ili člana Nadzornog odbora Društva i svih Povezanih društava s trenutnim učinkom od trenutka raskida ovog imenovanja ili (ako to zatraži Društvo) s učinkom od datuma kada Društvo ostvari sva ili bilo koja od svojih prava prema članku 16.

16. Suspenzija i Dopust

16.1 Društvo može suspendirati Izvršnog Direktora na razumno razdoblje uz punu plaću u svrhu istrage suštine bilo kojeg potencijalnog disciplinskog predmeta koji uključuje Izvršnog Direktora i održavanja disciplinske rasprave ili u bilo kojim drugim okolnostima u kojima Društvo smatra da kontinuirana prisutnost Izvršnog Direktora u prostorijama Društva može ometati istragu. Izvršni Direktor ne smije tijekom bilo kojeg razdoblja suspenzije, bez pisanog pristanka Društva, otići u bilo koje prostorije Društva Majke, Društva ili bilo kojeg Povezanog društva niti kontaktirati ili imati posla s bilo kojim

zaposlenikom, kupcem, klijentom ili dobavljačem društva Majke, Društva ili bilo kojeg Povezanog društva.

16.2 Kada ili Društvo ili Izvršni Direktor daju obavijest o otkazu ovog Imenovanja, Društvo može zahtijevati od Izvršnog Direktora da prestane obavljati sve ili djelomično svoje dužnosti prema ovom Ugovoru i/ili da ne pristupa prostorijama Društva tijekom cijelog ili bilo kojeg dijela otkaznog roka ako Društvo tako odluči. Društvo može zahtijevati od Izvršnog Direktora tijekom dijela ili cijelog tog razdoblja da obavlja dio, ali ne sve svoje uobičajene dužnosti ili da obavlja dužnosti različite od njegovih uobičajenih dužnosti, uključujući izvođenje određenih projekata ili zadataka (ali ne i dužnosti koje nisu primjerene njegovom statusu) te da radi od kuće. Izvršni Direktor će se pridržavati svih drugih razumnih uputa i uvjeta koje je Društvo nametnulo tijekom navedenog razdoblja.

16.3 Tijekom bilo kojeg razdoblja Dopusta u skladu s člankom 16.2, Društvo će nastaviti isplaćivati Izvršnom Direktoru njegovu uobičajenu plaću i osiguravati druge ugovorne beneficije na koje ima pravo prema ovom Ugovoru. Iako će Izvršni Direktor i dalje imati pravo na primanje svih MCIP isplata zarađenih prije njegovog Dopusta, ali koje dospijevaju tijekom razdoblja Dopusta, Izvršni Direktor neće imati pravo na daljnje akumuliranje ili isplatu bilo kojeg poticaja, bonusa ili provizije koja još nije zarađena na dan kada je započeo Dopust Izvršnog Direktora. Tijekom tog razdoblja Izvršni Direktor, koji će ostati u radnom odnosu, i dalje će biti vezan svim obvezama prema Društvu sukladno ovom Ugovoru.

16.4 Izvršni Direktor ne smije tijekom Dopusta biti izravno ili neizravno zaposlen u ili zadržan u ili savjetovati ili pomagati bilo koju drugu osobu, društvo ili subjekt u bilo kojem svojstvu, bilo da je plaćen ili neplaćen.

16.5 Izvršni Direktor će tijekom Dopusta ostati na raspolaganju za obavljanje bilo koje razumne dužnosti koju zatraži Društvo i općenito će surađivati s Društvom kako bi osigurao nesmetanu predaju svojih dužnosti. Ako se Izvršni Direktor ne stavi na raspolaganje za posao na koji je Društvo zatražilo da prisustvuje, njegova odsutnost će se smatrati neopravdanom i Izvršni Direktor neće imati pravo na plaću i ugovorne beneficije za takvo razdoblje nedostupnosti.

16.6 Društvo može imenovati drugu osobu za obavljanje dužnosti Izvršnog Direktora tijekom bilo kojeg razdoblja u kojem je on na Dopustu u skladu s ovim člankom 16.

16.7 Za vrijeme Dopusta, Izvršni Direktor ne smije stupiti u kontakt (uključujući društveni) s bilo kojim od zaposlenika, agenata, dobavljača, kupaca ili klijenta Društva Majke, Društva ili bilo kojeg Povezanog društva osim prema uputama Društva.

16.8 Izvršni Direktor ne smije objaviti nikakvu javnu najavu svog odlaska iz Društva prije ili za vrijeme Dopusta, osim u vrijeme i u rokovima koje je razumno odredilo Društvo.

17. Raskid ugovora

17.1 Društvo može raskinuti radni odnos Izvršnog Direktora slanjem pismenog otkaza Izvršnom Direktoru uz otkazni rok od 3 mjeseca. Izvršni Direktor može otkazati svoj radni odnos dostavljanjem pismenog otkaza Društvu uz otkazni rok od 3 mjeseca.

17.2 U slučaju raskida ovog Ugovora od strane Društva, osim u slučaju raskida iz razloga navedenih u članku 17.6, Izvršni Direktor ima pravo na otpremninu u iznosu od 24 (dvadeset i četiri) bruto mjesečne plaće, obračunate prema plaći koju je primio za mjesec koji je prethodio obavijesti o otkazu. Otpremnina se isplaćuje najkasnije u roku od 15 dana od dana obavještavanja o otkazu, s tim da Izvršnom direktoru ne može prestati radni odnos prije isplate otpremnine.

17.3 Otpremnina iz prethodnog stavka ovog članka ne isključuje otpremninu na koju Izvršni Direktor ima pravo u skladu s primjenjivim Kolektivnim ugovorom Društva, pri čemu će se u svrhu obračuna otpremnine sukladno primjenjivom Kolektivnom ugovoru Društva radni staž Izvršnog direktora u Društvu obračunavati od 01.01.2022.

17.4 Društvo zadržava pravo zadržati bilo koje isplate Izvršnom Direktoru nakon prestanka njegovog radnog odnosa, pod uvjetom da se pridržava članaka 14., 15.3 i svih ostalih uvjeta ovog Ugovora.

17.5 Ako Izvršni Direktor:

(a) bez ikakvog razumnog razloga zanemaruje, propušta ili odbija izvršiti sve ili bilo koju od svojih dužnosti ili obveza prema ovom ugovoru sukladno razumnim zahtjevima Glavnog Izvršnog Direktora;

(b) počne bolovati iz bilo kojeg razloga od bolesti povezane s mentalnim zdravljem; ili

(c) je osuđen za bilo koje kazneno djelo (osim prometnog prekršaja za koje mu nije izrečena zatvorska kazna, osim ako taj prometni prekršaj uključuje vožnju preko dozvoljene granice alkohola ili pod utjecajem zabranjenih supstanci, ili je djelo koje ne utječe na njegovu poziciju prema ovom ugovoru sukladno mišljenju Glavnog Izvršnog Direktora; ili

(d) proglasi osobni stečaj prema Zakonu o stečaju potrošača (NN 100/15, 67/18); ili

(e) mu je zakonski zabranjeno ili će mu biti zakonski zabranjeno da bude direktor; ili

(f) je kriv za bilo kakvo grubo nedolično ponašanje (što, radi izbjegavanja sumnje, uključuje svako ponašanje tijekom rada ili izvan njega koje ima za cilj dovesti Društvo Majku, Društvo ili bilo koje Povezano Društvo na loš ugled, npr. vožnja u alkoholiziranom stanju preko dozvoljenog ograničenja), ili grubi nemar ili je počinio bilo kakvu ozbiljnu ili trajnu povredu bilo koje svoje obveze prema Društvu Majci, Društvu ili bilo kojem Povezanom društvu (bilo prema ovom Ugovoru ili na neki drugi način);

(g) počini bilo koje djelo prijevare, nepoštene, koruptivne prakse, prekrši propise Republike Hrvatske o koji zabranjuju koruptivne radnje, u odnosu na Društvo Majku, Društvo ili bilo koje Povezano društvo. Nedolično se ponaša bilo tijekom ili izvan obavljanja svojih dužnosti prema ovom Ugovoru na način da, prema razumnom mišljenju Glavnog Izvršnog Direktora, poslovanje, postupanja, interesi ili ugled Društva Majke, Društva ili bilo kojeg Povezanog društva budu ili će vjerojatno biti štetno pogođeni;

(h) odbije ili zanemari poštivanje bilo kakvih zakonitih naloga koje mu je dalo Društvo;

(i) da ostavku na mjesto direktora Društva Majke, Društva ili bilo kojeg Povezanog društva bez pristanka Društva.

tada Društvo ima pravo raskinuti ovaj ugovor odmah bez otkaznog roka i bez obveze plaćanja bilo kakve naknade Izvršnom Direktoru.

17.6 Ugovor se ne može raskinuti za vrijeme privremene spriječenosti za rad Izvršnog Direktora zbog bolesti ili druge opravdane odsutnosti (službeno putovanje, školovanje itd.)

17.7 Svako kašnjenje ili odgađanje od strane Društva u ostvarivanju bilo kojeg prava na raskid ne predstavlja odricanje od istoga.

17.8 Izvršni direktor potvrđuje da je Uprava Društva Majke usvojila politiku povrata i da Izvršni direktor podliježe uvjetima politike povrata, koji se s vremena na vrijeme mogu mijenjati ili dopunjavati, te potvrđuje da su uvjeti politike povrata uključeni u ovaj Ugovor temeljem pozivanja na istu sukladno ovoj odredbi.

18. Intelektualno vlasništvo

18.1 Za potrebe ovog članka 18. sljedeće riječi i izrazi imat će sljedeća značenja:

(i) “Djela” podrazumijevaju sva djela, dizajne, inovacije, izume, poboljšanja, procese, izradu, trgovačke znakove i trgovačka imena.

(ii) "Djela Društva" označavaju sva djela koja su autorska djela, nastala, osmišljena, napisana ili izrađena od strane Izvršnog Direktora samog ili s drugima (osim samo onih Djela koja su autorska djela, nastala, osmišljena, napisana ili izrađena od strane Izvršnog Direktora u potpunosti izvan područja njegovog zaposlenja).

(iii) “Prava intelektualnog vlasništva” podrazumijevaju sve patente, žigove, znakove i oznake usluga, prava na dizajne, trgovačka ili poslovna imena ili znakove, autorska prava, prava na baze podataka i topografska prava (bez obzira je li bilo koji od njih registriran i uključujući zahtjeve za registraciju bilo koje takve stvari) i sva prava ili oblike zaštite slične prirode ili s jednakim ili sličnim učinkom kao navedena koja mogu postojati bilo gdje u svijetu.

18.2 Ugovorne strane predviđaju da Izvršni Direktor može stvoriti Djela Društva tijekom razdoblja ovog Imenovanja. Sva Djela Društva će biti u posjedu i vlasništvu Društva odmah po njihovom stvaranju. U uobičajenim dužnostima Izvršnog Direktora u svakom trenutku bit će:

(i) razmotriti na koji način i kojim novim metodama ili uređajima bi se proizvodi, usluge, procesi, oprema ili sustavi Društva s kojima se bavi Izvršni Direktor ili za koje je Izvršni Direktor odgovoran mogli poboljšati; i

(ii) odmah otkriti Društvu sve pojedinosti o bilo kojem izumu ili poboljšanju koje Izvršni Direktor u određenom trenutku može napraviti ili otkriti tijekom svojih dužnosti uključujući, bez ograničenja, pojedinosti o svim Djelima Društva; i

(iii) promicati interese Društva u vezi s navedenim

s namjerom da u skladu s hrvatskim Zakonom o autorskim pravima, Društvo ima pravo na isključivo i apsolutno vlasništvo nad bilo kojim takvim Djelima Društva i na njihovu isključivu upotrebu bez naknade i bez prava trećih strana.

18.3 U mjeri u kojoj takva prava ne pripadaju odmah Društvu, Izvršni Direktor ovime se slaže da će Društvu dodijeliti sva prava Izvršnog Direktora, naslov i korist Djela Društva, zajedno sa svim svojim pravima, titulom i koristi u bilo kojima i svim Intelektualnim imovinskim pravima koje u određenom trenutku postoje u Društvu.

18.4 U mjeri u kojoj takva prava ne pripadaju odmah Društvu, Izvršni Direktor ovime ustupa Društvu sva buduća autorska prava na Djela Društva te su ugovorne strane su suglasne da će sva takva buduća autorska prava pripasti Društvu.

18.5 Izvršni Direktor neće svjesno učiniti ništa što bi ugrozilo valjanost bilo kojeg patenta ili zaštite ili bilo koje prijave u vezi s bilo kojim od Djela Društva, ali će o trošku Društva pružiti svu moguću pomoć Društvu kako u dobivanju tako i u održavanju takvih patenta ili druge zaštite.

18.6 Izvršni Direktor neće niti tijekom razdoblja zaposlenja niti nakon toga iskorištavati ili pomagati drugima da iskoriste bilo koji od Djela Društva ili bilo kojeg izuma ili poboljšanja koje Izvršni Direktor u određenom trenutku može napraviti ili otkriti tijekom svojih dužnosti ili (osim ako će isto postati javno poznato), objaviti ili otkriti bilo koja takva Djela Društva ili izum ili poboljšanje ili dati bilo koju informaciju u vezi s navedenim, osim ako istu daje Društvu ili prema naputku Društva.

18.7 Izvršni Direktor ovime neopozivo ovlašćuje Društvo u svrhu ovog članka 18. da koristi njegovo ime i da potpisuje i izvršava sve dokumente ili čini bilo što u njegovo ime (ili gdje je to dopušteno da dobije patent ili drugu zaštitu u ime Društva ili u ime imenovanih osoba u Društvu u vezi s bilo kojim od Djela Društva).

18.8 Izvršni Direktor će odmah i u određenom trenutku tijekom razdoblja Imenovanja prema ovom ugovoru i nakon toga, na zahtjev i trošak Društva, učiniti sve i potpisati sve dokumente potrebne ili poželjne za provedbu odredbi ovog članka 18., uključujući, bez ograničenja sve što je potrebno ili pogodno za dobivanje patenta ili druge zaštite za bilo koji izum ili poboljšanje koje se odnosi na bilo koje od Djela Društva u bilo kojem dijelu svijeta i pružiti patentnu ili drugu zaštitu u korist Društva ili njegovih imenovanih osoba.

19. Odricanje od prava

19.1 Ako Izvršnom Direktoru prestane radni odnos:

(a) zbog likvidacije Društva u svrhu spajanja ili rekonstrukcije; ili

(b) kao dio bilo kojeg aranžmana o spajanju poduzetnika u kojem sudjeluje Društvo, a koje ne uključuje likvidaciju ili prijenos cjelokupnog ili dijela Društva na bilo koje Društvo Grupe; i

Izvršnom Direktoru se nudi zapošljavanje slične prirode s pripojenim ili rekonstruiranim društvom pod uvjetima koji nisu nepovoljniji za Izvršnog Direktora od uvjeta ovog Ugovora, Izvršni Direktor neće imati potraživanja prema Društvu prema ovom Ugovoru u pogledu tog raskida.

20. Zaštita podataka

20.1 Društvo će čuvati i obrađivati osobne podatke (uključujući posebne kategorije osobnih podataka) koji se odnose na Izvršnog Direktora u ručnim i automatiziranim sustavima arhiviranja. Pojedinosti o tome kako i zašto Društvo općenito obrađuje osobne podatke zaposlenika (uključujući osobne podatke Izvršnog Direktora) navedene su u obavijesti o privatnosti zaposlenika tvrtke, čija je trenutna verzija dostupna u HR/pravnom odjelu. Potpisivanjem ovog Ugovora, Izvršni Direktor potvrđuje da je pročitao i razumio obavijest o privatnosti osoblja tvrtke.

20.2 Važno je da svi zaposlenici Društva poduzmu odgovarajuće korake za zaštitu osobnih podataka i njihovu zakonitu upotrebu. Sukladno tome, Izvršni Direktor će sa svim osobnim podacima koji se odnose na bilo koju osobu, bilo unutar ili izvan Društva, koje stekne tijekom svog radnog odnosa, postupati kao da su povjerljivi podaci Društva i neće učiniti/ili propustiti učiniti sve što bi dovelo do kršenja bilo kojeg primjenjivog zakona o zaštiti podataka koji je u određenom trenutku na snazi, uključujući, ali ne ograničavajući se na Opću uredbu o zaštiti podataka. Također potvrđuje da će se pridržavati trenutne politike zaštite podataka Društva i drugih politika Društva koje se odnose na sigurnost i korištenje osobnih podataka, čije su kopije dostupne u odjelu ljudskih resursa. Nepoštivanje ovih pravila može se rješavati u disciplinskom postupku Društva, a u namjernim ili vrlo ozbiljnim slučajevima zlouporabe podataka može se tretirati kao grubo nedolično ponašanje koje može dovesti do otpuštanja.

20.3 Izvršni Direktor potvrđuje da zbog njegove pozicije, Društvo može obraditi osobne podatke sadržane u ovom Ugovoru, kao i podatke o profesionalnom iskustvu, obrazovanju, pripadnosti, sudioništvu, sukobu interesa, podatke o osobnoj iskaznici/putovnici, državljanstvu, radi obvezne javne objave i izvješća, izvršavanju zahtjeva revizora i izvršavanju drugih zakonskih obveza, uključujući zahtjeve usmjerene protiv pranja novca (otkrivanje korisnika) (čl. 6. stavak 1. c Opće uredbe o zaštiti podataka). Izvršni Direktor ima pravo zatražiti pristup svojim osobnim podacima, da se njegovi osobni podaci isprave, ograniče ili izbrišu te prigovoriti na obradu njegovih osobnih podataka. Izvršni Direktor ima pravo prenosivosti podataka. Odgovarajuća prava mogu biti podložna raznim ograničenjima prema Općoj uredbi o zaštiti podataka. Izvršni Direktor ima pravo uložiti pritužbu tijelu za zaštitu podataka ako ima nedoumice u vezi s obradom njegovih osobnih podataka od strane Društva.

20.4 Izvršni Direktor se slaže obavještavati Društvo o svim promjenama njegovih osobnih podataka.

21. Komunikacija

21.1 Telefonske pozive koje je izvršio i primio Izvršni Direktor koristeći opremu Društva i korištenje sustava e-pošte Društva za slanje ili primanje osobne korespondencije, Društvo može snimiti na svojim komunikacijskim sustavima. Sve snimljene snimke u svakom trenutku ostaju vlasništvo Društva i, ako je potrebno, mogu se koristiti kao dokaz u slučaju istraga ili sporova između Društva i trećih strana.

22. Obavijesti

22.1 Svaka obavijest može se osobno dati Izvršnom direktoru ili Glavnom Izvršnom direktoru Društva (u zavisnosti od slučaja) ili se može poslati Izvršnom direktoru na njegovu gore navedenu adresu ili na njegovu posljednju poznatu adresu ili Društvu (na pozornost njezinog glavnog izvršnog direktora) u svom registriranom poslovnom sjedištu u određenom trenutku. Svaka takva obavijest poslana poštom smatra se dostavljenom četrdeset osam sati nakon što je poslana, a za dokazivanje takve dostave dovoljno je dokazati da je obavijest pravilno adresirana i poslana poštom.

23. Razna pitanja

23.1 U svrhu utvrđivanja trajanja radnog odnosa, kontinuirano razdoblje zaposlenja Izvršnog direktora počelo je 16. veljače 2007.

23.2 Pravilnik o disciplinskom postupku Društva, koji je u određenom trenutku na snazi, primjenjuje se na Izvršnog Direktora. Navedeno nije regulirano ugovorom. Ako je Izvršni Direktor nezadovoljan bilo kojom disciplinskom odlukom donesenom protiv njega, može se žaliti u skladu s odredbama Pravilnika o disciplinskom postupku Društva.

23.3 Ako Izvršni Direktor ima pritužbe u vezi sa svojim zapošljavanjem, najprije se treba osobno obratiti Glavnom Izvršnom Direktoru. Ako se stvar tada ne riješi, Izvršni Direktor treba poslati pisane razloge za žalbu Glavnom službeniku za ljudstvo i različitost, EMEA i APAC, koji će imenovati odgovarajuću osobu koja će razmotriti žalbu. Odluka upravitelja žalbe o takvim stvarima je konačna.

23.4 Po prestanku radnog odnosa Izvršnog Direktora (iz bilo kojeg razloga i na koji god način) Izvršni Direktor će odmah vratiti sve nepodmirene dugove ili zajmove koje duguje Društvu Majci, Društvu ili bilo kojem Povezanom društvu, a Društvo je ovime ovlašteno odbiti od svake isplate plaće iznos za otplatu svih ili bilo kojeg dijela takvih dugova ili zajmova.

23.5 Društvo može u bilo kojem trenutku zahtijevati od Izvršnog Direktora da se podvrgne odgovarajućem liječničkom pregledu koji odredi liječnik kojeg imenuje Društvo.

23.6 Izvršni Direktor će dobiti kopije Kodeksa poslovnog ponašanja Molson Coorsa i Kodeksa usklađenosti s pravilima tržišnog natjecanja Društva. Izvršni Direktor pristaje pregledati ove Kodekse i potpisati potvrdu da razumije i da će se pridržavati njihovih odredbi.

23.7 Pojedinosti o svim obukama u kojima Izvršni Direktor ima pravo sudjelovati bit će mu povremeno saopćene.

24. Ostala uređenja

24.1 Izvršni Direktor potvrđuje i jamči da nema sporazuma ili dogovora ili sudskih naloga koji na bilo koji način ograničavaju ili limitiraju Izvršnog Direktora u potpunom i učinkovitom obavljanju svojih dužnosti prema ovom Ugovoru s učinkom od njegovog početka.

24.2 Osim kada se druge politike, planovi, kodeksi ili procedure izričito pozivaju ili implementiraju u ovaj Ugovor, ovaj Ugovor predstavlja cjelokupni sporazum između Društva Majke, Društva ili bilo kojeg Povezanog društva i Izvršnog Direktora koji se odnosi na zapošljavanje Izvršnog Direktora. U slučaju bilo kakvih nedosljednosti između takvih politika, planova, kodeksa ili postupaka, odredbe ovog Ugovora imaju prednost. Ovaj Ugovor poništava i zamjenjuje sve prethodne sporazume, dogovore i sporazumijevanja (bilo usmena ili pismena) između Izvršnog Direktora i Društva Majke, Društva i/ili bilo kojeg Povezanog društva.

24.3 Ovaj Ugovor može se mijenjati samo u pisanom obliku između strana.

24.4 Izvršni Direktor jamči da ne potpisuje ovaj Ugovor oslanjajući se na bilo kakvo predstavljanje koje ovdje nije izričito navedeno.

25. Mjerodavno pravo i nadležnost

25.1 Ovaj Ugovor će se regulirati i tumačiti u skladu s hrvatskim pravom i svaka od strana je ovime neopozivo suglasna u isključivu korist Društva da je stvarno nadležni sud u Zagrebu nadležan za rješavanje svih sporova koji mogu nastati iz ili u vezi s ovog Ugovora. Svako kašnjenje od strane Društva u ostvarivanju bilo kojeg od svojih prava iz ovog ugovora neće predstavljati odricanje od tih prava.

25.2 Ovaj Ugovor sklapa se na hrvatskom i engleskom jeziku u 2 (dva) primjerka, od kojih svaka strana dobiva po jedan primjerak. U slučaju nesuglasja između hrvatske i engleske verzije ovog Ugovora bit će mjerodavna verzija na engleskom jeziku.

U ZNAK SUGLASNOSTI ovaj Ugovor je potpisan od strane ili u ime stranaka na datum koji je gore naveden.

********************************

SIGNED by/ POTPISANO od

Mr./Gosp. Miroslav Holjevac,

President of the Management Board/Predsjednik Uprave

/s/ Miroslav Holjevac ________________________

on behalf of the Company/u

Mrs./Gđa. Alina Ruzic,

Member of the Management Board/Član Uprave

/s/ Alina Ruzic ___________________________

on behalf of the Company/u

SIGNED by /POTPISANO od

Mr./Gosp. Sergii Ieskov

_____/s/ Sergii Ieskov _________________________

EX-10.3

EXHIBIT 10.3

November 12, 2021

Anne-Marie D'Angelo

925 Ashland Avenue

Wilmette, Illinois 60091

Hello Anne-Marie,

Welcome to the Molson Coors Family! Beer is our passion, our heritage and our future. We are delighted you have chosen a Career in Beer!

Business Entity:        Molson Coors Beverage Company USA LLC “Company”

Hiring Manager:        Gavin D Hattersley

Building Location:    Corporate - Chicago

Position Title:        Chief Legal and Government Affairs Officer

Employment:

Your new position will begin on December 13, 2021.

Salary/Compensation:

Your starting gross annual salary will be $575,000.00. Your salary, less deductions, will be paid on a bi-weekly basis. Your next salary review to be effective 1 April 2023.

Participation in the Change in Control Protection Program as an executive officer in the company.

Sign-on Bonus:

As discussed, within your first month of employment, you will receive a sign-on bonus of $350,000.00 subject to applicable withholding taxes. If your employment terminates for any reason (other than (i) death or (ii) disability (iii) reduction in work force or restructuring or (iv) termination without cause as defined in the Change of Control Protection Plan for which you are offered and accept severance benefits under the Company’s Severance Pay Plan, or the Change of Control Protection Plan) within 12 months of your start date, you agree to reimburse the Company for the entire amount.

Molson Coors Incentive Plan (MCIP):

You are eligible to participate in the annual Molson Coors Incentive Plan (MCIP) subject to the plan rules. MCIP rewards employees for the achievement of company, team and/or individual performance on the fiscal basis year which is the calendar year. The bonus target for your position is currently 75% of your eligible earnings. Your actual payout for the current year will be prorated based on the MCIP targets for each job you held or date of hire during the plan year. The incentive plan is reviewed on an annual basis and details of the plan are subject to change to align with and support ongoing business needs.

Long Term Incentive:

You are eligible to participate in the Molson Coors Long-Term Incentive Plan (LTIP) according to your grade level in the Company. The annual target LTIP value is reviewed on an annual basis and set by the Board of Directors.

Grant Awards to eligible participants are typically made annually during our compensation planning cycle which typically takes place in March of each year. The actual award is based on the manager’s assessment of individual performance within a determined range. You will be eligible for consideration of a grant in 2022 at a target with the value of $800,000.00

Executive compensation is reviewed annually and adjustments can be made to targets and ranges for base pay, short-term incentive or long term incentive components of the total compensation package. Additionally, the types of vehicles used by Molson Coors to fulfill the annual target compensation of the LTIP component typically are reviewed annually and may be modified.

In addition to the LTIP grant in March 2022, you will be granted a one-time Restricted Stock Unit grant in the amount of $1,150,000, vesting as set forth below. The grant date will be as soon as practicable after your hire date.

i. 25% on June 1, 2022

ii. 25% on June 1, 2023

iii. 50% on June 1, 2024

Benefits:

Our Company offers a comprehensive employee benefit program which will help to meet your health care, retirement, financial, and life style needs. Your benefits generally become effective on the first day of employment. We will provide specific information regarding local benefits offerings as a supplement to this offer letter.

Covid-19 Vaccination Requirement:

At Molson Coors, the health and safety of our people is our number one priority. That’s why your offer of employment is contingent upon providing proof of being fully vaccinated against Covid-19 (currently one dose of the Johnson & Johnson vaccine or two doses of the Pfizer or Moderna vaccine) to pass the pre-employment requirements. More details will be sent to you regarding how to submit proof through the pre-employment process and you must provide proof at least 10 calendar days before your start date. If you have a medical issue or religious belief or practice that prevents you from getting the vaccine, you may request an exemption from the vaccine requirement, forms and details will be sent to you in the pre-employment process in the next few days.

Vacation/Holiday:

You are eligible to accrue up to 5 weeks of paid vacation as outlined in the Company’s vacation policy which runs annually from January 1 through December; however the number of days will be prorated based on your start date for this year. You will retain this eligibility until you qualify for more vacation hours as outlined in the Company’s Vacation Policy.

In addition, you will be eligible for individual holidays based on your location/country. We will provide specific information regarding local benefit offerings including the vacation policy as a supplement to this offer letter.

Also, during the company's annual enrollment, full-time salaried and hourly non-union employees are eligible to purchase up to an additional 40 hours of vacation in the following year.

Additional Benefits and Perquisites:

You are eligible for:

•participation in the Molson Coors Deferred Compensation Plan

•annual executive physical

•access to a parking space in the Chicago office (subject to availability). Molson Coors will cover 50% of the cost.

Executive Financial Planning:

You are eligible for an allowance of $7,500 per year to cover financial and tax planning. This will be paid to you monthly in your regular paycheck. This allowance is not eligible for tax gross up.

Executive Life Insurance:

You will be provided with life insurance for six times your base pay. This is in addition to the two times life insurance that you may elect under our annual enrollment as part of our employee benefits program.

Your Agreement:

This offer is for at-will employment and contingent upon your agreement to the enclosed acknowledgment form and signing the forthcoming agreements, in exchange for which you agree you are receiving good and valuable consideration, as well as successful completion of the pre-employment process. In addition, should you accept this offer; you will be required to review and sign and/or electronically accept (where applicable by law) your offer and our required company agreements pertaining to your position, location and/or country.

Again, Anne-Marie, we are pleased to be extending you this offer and are excited by your being a part of our organization at this exciting time in the beer industry.

ACKNOWLEDGEMENT

Your offer of employment is contingent upon your acceptance of the conditions described below:

By accepting our employment offer, you acknowledge and agree that Molson Coors Beverage Company, its affiliated and subsidiary companies, and third parties working on behalf of such entities may use your personal data in connection with your employment, and that such data may be transferred outside of the country, stored outside of the country, or made accessible to such parties outside of the country for such purpose. Your personal data includes, but is not limited to, your name, address, date and place of birth, family information, tax identification number, bank account and credit card information, photographic images, as well as any other information that can be directly or indirectly used to identify the individual to whom the information applies.

Offer Contingencies.    I understand that this offer is contingent on my:

•fully completing and electronically signing the employment application;

•satisfactory completion of background screening process, including a pre- employment drug screen, criminal background check, and confirmation of references and other information relating to my employment application;

•providing proof I am authorized to work in the U.S. within three business days of my first day of employment, pursuant to U.S. regulations connected with the Form I-9 Employment Eligibility Verification process; and

•acceptance of the forthcoming company’s agreements: Confidentiality and Intellectual Property Agreement, Use of Employee’s Likeness Agreement, Non- Solicitation Agreement, and Non-Compete Agreement.

Reimbursement. In the event that my employment terminates for any reason (other than (i) death or (ii) disability or (iii) reduction in work force or restructuring (iv) termination without cause as defined in the Change of Control Protection Plan for which I am offered and accept severance benefits under the Company’s Severance Pay Plan of the Change of Control Protection Plan) within 12 months of my start date, I agree to reimburse the Company for any expenses paid or reimbursed (e.g. sign-on bonus) pursuant to the applicable hiring package as set forth in my offer letter. I also agree to reimburse the Company for any money owed to the Company that has not been repaid by the time my employment is terminated. I further authorize the Company, to the extent permitted by applicable state and federal laws, to deduct amounts owed to the Company from payments (including but not limited to payments for wages, bonuses, expenses, or

vacation pay) otherwise owed to me upon termination of my employment. If these deductions are insufficient, I agree to reimburse the Company for the balance within 30 days of my termination date. If I do not timely reimburse the Company for any amount I owe, I agree that I will pay all costs, expenses, and reasonable attorneys’ fees the Company incurs in its efforts to collect the amounts owed.

Code of Business Conduct. I understand that as part of my employment, I am expected to conform my conduct to the highest level of ethical standards. As such, I understand that I must read and sign/accept the Molson Coors Code of Business Conduct, as a condition of employment with our Company. If I have any exceptions, as outlined in the Code, I understand that this offer is contingent on my agreement with any solution required by the Company’s management to resolve the exception(s).

At-Will Employment Relationship. I understand that upon accepting this offer of employment and throughout my employment, I am an employee at-will. I understand that as an at-will employee, I or the Company, may terminate the employment relationship at any time for any reason with or without notice. I understand that no person other than both the CEO and Chief People and Diversity Officer may enter into a contract that varies the at-will nature of the employment relationship and even the CEO can only do so in a writing signed by both the CEO and Chief People and Diversity Officer.

Policies. I understand that in my job I will have access to all Molson Coors Beverage Company policies. Following this offer are copies of some of those important policies - Global IT Security & Acceptable Use Policy; US Discrimination and Harassment Free Work Environment Policy; Global Employee Alcohol Policy; and Global Records Management Policy (and for US employees only: the MC Employee Alcohol Procedure and US (MC) Signature Approval Policy). In addition to reading these policies, I understand that it is my responsibility to review any local policies/procedures as referenced in these policies. I further understand that none of the Company’s policies, procedures, guidelines, practices or plans are contracts or intended to change the at-will nature of the employment relationship. I understand that it is a Company expectation and my responsibility to familiarize myself, understand and comply with all policies. By my signature, I confirm that I will conform my conduct to the policies detailed above, as well as all of the Company’s policies.

Amendment, Change or Modification. I further understand that the Company, at its sole discretion and at any time may with or without notice amend, change or modify any of its policies, procedures, guidelines, practices or plans whether or not addressed in this offer letter.

I accept the conditions described above and the offer to work.

Signature: /s/ Anne-Marie D’Angelo

Date: 11/12/2021

EX-10.6

EXHIBIT 10.6

Molson Coors Beverage Company

Employee Restricted Stock Unit Award Notice

This Award Notice evidences the award (the “Award”) of restricted stock units (each, an “RSU” or collectively, the “RSUs”) that have been granted to, NAME, by Molson Coors Beverage Company, a Delaware corporation (the “Company”), subject to your acceptance of the terms of this Award Notice, the 2023 Restricted Stock Unit Agreement, which is attached hereto (the “Agreement”) and the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan (the “Plan”). When vested, each RSU entitles you to receive one share of Class B common stock of the Company, par value $0.01 per share (the “Shares”). The RSUs are granted pursuant to the terms of the Plan.

This Award Notice constitutes part of, and is subject to the terms and provisions of, the Agreement and the Plan, which are incorporated by reference herein. Capitalized terms used but not defined in this Award Notice shall have the meanings set forth in the Agreement or in the Plan.

Grant Date: Grant Date

Number of RSUs: Number RSUs, subject to adjustment as provided under Section 4.4 of the Plan.

Vesting Schedule: Subject to the provisions of the Agreement and the Plan and provided that you remain continuously employed by the Company and/or an Affiliate through the respective vesting dates set forth below, the RSUs shall vest as follows:

Vesting Dates	Cumulative Vested Percentage of RSUs
3rd Anniversary of Grant Date	100%

Except for termination of employment due to Retirement (defined in the Agreement), death or disability, any unvested portion of the Award will be forfeited and/or cancelled on the date you cease to be an employee of the Company or an Affiliate.

Settlement Date: Each vested RSU will be settled in Shares as soon as practicable following vesting but in no event later than December 31st of the calendar year in which the Vesting Date occurs.

Effect of Termination

of Employment: To the extent not already vested or previously forfeited, a portion of the unvested RSUs will vest and will be adjusted pro-rata by multiplying the Award Amount as of the last day of the vesting period (as though you had remained employed) by a fraction, the numerator of which is the number of full months elapsed in the vesting period prior to the date of your death, disability or Retirement, rounded up, and the denominator of which is the total number of months in the vesting period.

MOLSON COORS BEVERAGE COMPANY

You must accept this Award Notice and the Agreement by logging onto your account with Merrill Lynch and accepting this Award Notice and the Agreement. If you fail to do so, the RSUs will be null and void. By accepting the RSUs granted to you in the Award, you agree to be bound by all of the provisions set forth in this Award Notice, the Agreement, and the Plan.

Attachment: 2023 Restricted Stock Unit Agreement

2023 Restricted Stock Unit Agreement

Under The Amended and Restated

Molson Coors Beverage Company Incentive Compensation Plan

Molson Coors Beverage Company (the “Company”) has granted to you an Award consisting of restricted stock units, subject to the terms and conditions set forth herein and in the Employee Restricted Stock Unit Award Notice (the “Award Notice”). The Award has been granted to you pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan (the “Plan”). The decisions and interpretations of the Committee are binding, conclusive and final upon any questions arising under the Award Notice, this 2023 Restricted Stock Unit Agreement (the “Agreement”) or the Plan. Unless otherwise defined herein or in the Award Notice, capitalized terms shall have the meanings assigned to such terms in the Plan.

1.Grant of RSUs. On the Grant Date, you were awarded the number of RSUs set forth in the Award Notice.

1.Vesting of RSUs. The RSUs shall become vested and nonforfeitable in accordance with the Vesting Schedule set forth in the Award Notice. Vesting may be accelerated as described in the Award Notice. For purposes of the Award Notice and this Agreement, “Retirement” means termination of employment, other than for Cause, after attainment of age 55 and at least five years of continuous service with the Company or affiliate.

1.Termination of Employment. Except for termination of employment due to Retirement, death or disability, any unvested portion of the Award will be forfeited and/or cancelled on the date you cease to be an employee of the Company or an Affiliate.

1.Settlement of RSU. Each RSU, at the discretion of the Committee, will be settled in shares as soon as practicable after the Vesting Date but in no event later than December 31st of the calendar year in which the Vesting Date occurs.

1.Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of vested RSUs, you will accrue dividend equivalents on RSUs equal to any cash dividend or cash distribution that would have been paid on the RSU had that RSU been an issued and outstanding Share of Class B common stock of the Company on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the RSU to which they relate (and will be payable with respect to any Shares that are issued or that are withheld pursuant to Section 6 in order to satisfy your tax withholding obligations), (ii) will be denominated and payable solely in cash and paid in such manner as the Company deems appropriate, and (iii) will not bear or accrue interest. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local or foreign withholding taxes as provided in Section 6. Upon the forfeiture of the RSUs, any accrued dividend equivalents attributable to such RSUs will also be forfeited.

1.Withholding Taxes.You agree to make appropriate arrangements with the Company or an Affiliate for satisfaction of any applicable federal, state, local or foreign tax withholding requirements or like requirements with respect to the issuance or delivery of Shares in settlement or any RSU no later than the date on which such withholding is required under applicable law. To satisfy such payment obligation, you agree the Company or an Affiliate shall have the right to withhold a number of whole Shares otherwise deliverable to you in settlement of the RSUs having a Fair Market Value (defined in the Plan), as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates; alternatively, the Company may require you, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Company or any Affiliate with respect to the RSUs.

1.No Rights as a Stockholder. Unless otherwise provided in Section 4.4 of the Incentive Plan, you shall not have any of the rights or privileges of a stockholder with respect to the RSUs or the underlying Shares unless and until such RSUs vest and Shares have been delivered to you upon settlement of the RSUs.

1.Non-Guarantee of Employment Relationship or Future Awards.Nothing in the Plan, the Award Notice or this Agreement will alter your at-will or other employment status with the Company or an Affiliate, nor be construed as a contract of employment between you and the Company or an Affiliate, or as a contractual right for you to continue in the employ of the Company or an Affiliate for any period of time, or as a limitation of the right of the Company or an Affiliate to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any of your RSUs, or as a right to any future Awards.

1.Non-transferability of RSUs. No RSUs granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution.

1.Personal Information. You agree the Company and its suppliers or vendors may collect, use and disclose your personal information for the purposes of the implementation, management, administration and termination of the Plan.

1.Amendment. The Committee may amend, alter, modify, suspend or terminate the Award Notice or this Agreement at any time and from time to time, in whole or in part; provided, however, no amendment, alteration, modification, suspension or termination of the Award Notice or Agreement shall adversely affect in any material way the Award Notice or this Agreement, without your written consent, except to the extent such amendment, alteration, modification, suspension or termination is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable laws, rules, regulations, or is necessary for such approvals by any governmental agencies or national securities exchanges as may be required.

1.Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon you and your heirs, beneficiaries, executors, legal representatives, successors and assigns.

1.Integrated Agreement. The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement between you and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between you and the Company with respect to such subject matter other than those as set forth or provided for herein or therein.

1.Governing Law. The Award Notice and this Agreement shall be governed by the laws of the State of Wisconsin, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Award Notice and this Agreement to the substantive law of another jurisdiction. You agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Notice or Agreement.

1.Construction. Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

1.Beneficiary Designation. In the event of your death prior to the payment of RSUs to which you are otherwise entitled, payment shall be made to your then-effective beneficiary or beneficiaries under the Employer-paid group term life insurance arrangement, unless you are a resident of Quebec, Canada. In that

case, any beneficiary designation or revocation of such beneficiary designation made by you must be through a will, a copy of which should be filed with the Committee.

1.Conformity. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of the Award Notice, this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in the Award Notice or this Agreement or any matters as to which the Award Notice and this Agreement are silent, the Plan shall govern. Any conflict between the terms of the Award Notice and the Agreement shall be resolved in accordance with the terms of the Agreement. In the event of any conflict between the information provided on any intranet site or internet website or in the prospectus for the Plan and the Award Notice, the Agreement or the Plan, the Award Notice, Agreement or the Plan, as applicable, shall govern as provided above.

* * * * *

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Gavin D.K. Hattersley, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Molson Coors Beverage Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ GAVIN D.K. HATTERSLEY

Gavin D.K. Hattersley

President and Chief Executive Officer

(Principal Executive Officer)

May 2, 2023

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Tracey I. Joubert, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Molson Coors Beverage Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ TRACEY I. JOUBERT

Tracey I. Joubert

Chief Financial Officer

(Principal Financial Officer)

May 2, 2023

EX-32

EXHIBIT 32

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

FURNISHED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

AND FOR THE PURPOSE OF COMPLYING WITH RULE 13a-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934.

        The undersigned, the Chief Executive Officer and the Chief Financial Officer of Molson Coors Beverage Company (the "Company") respectively, each hereby certifies that to his or her knowledge on the date hereof:

(a)the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2023 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GAVIN D.K. HATTERSLEY

Gavin D.K. Hattersley

President and Chief Executive Officer

(Principal Executive Officer)

May 2, 2023

/s/ TRACEY I. JOUBERT

Tracey I. Joubert

Chief Financial Officer

(Principal Financial Officer)

May 2, 2023

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	Apr. 25, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	1-14829
Entity Registrant Name	Molson Coors Beverage Company
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-0178360
Entity Address, Address Line One	P.O. Box 4030, NH353
Entity Address, City or Town	Golden
Entity Address, State or Province	CO
Entity Address, Country	US
Entity Address, Postal Zip Code	80401
City Area Code	303
Local Phone Number	279-6565
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0000024545
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Common Class A
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		2,562,506
Common Class B
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		200,383,830
NEW YORK STOCK EXCHANGE | Common Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	TAP.A
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE | Common Class B
Entity Information [Line Items]
Title of 12(b) Security	Class B Common Stock, $0.01 par value
Trading Symbol	TAP
Security Exchange Name	NYSE
1.25% Senior Notes due 2024 | NEW YORK STOCK EXCHANGE
Entity Information [Line Items]
Title of 12(b) Security	1.25% Senior Notes due 2024
Trading Symbol	TAP
Security Exchange Name	NYSE
CANADA
Entity Information [Line Items]
Entity Address, City or Town	Montréal
Entity Address, State or Province	QC
Entity Address, Country	CA
Entity Address, Address Line Two	111 Boulevard Robert-Bourassa, 9th Floor,
Entity Address, Postal Zip Code	H3C 2M1
City Area Code	514
Local Phone Number	521-1786

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Sales	$ 2,774.8	$ 2,643.3
Excise taxes	(428.5)	(428.7)
Net sales	2,346.3	2,214.6
Cost of goods sold	(1,575.6)	(1,286.8)
Gross profit	770.7	927.8
Marketing, general and administrative expenses	(615.0)	(675.7)
Other operating income (expense), net	(0.5)	(27.6)
Equity income (loss)	3.0	(0.1)
Operating income (loss)	158.2	224.4
Interest income (expense), net	(59.1)	(63.3)
Other pension and postretirement benefits (costs), net	2.6	10.6
Other non-operating income (expense), net	0.2	2.0
Income (loss) before income taxes	101.9	173.7
Income tax benefit (expense)	(28.7)	(36.4)
Net income (loss)	73.2	137.3
Net (income) loss attributable to noncontrolling interests	(0.7)	14.2
Net income (loss) attributable to Molson Coors Beverage Company	$ 72.5	$ 151.5
Net income (loss) attributable to Molson Coors Beverage Company per share
Basic (in dollars per share)	$ 0.33	$ 0.70
Diluted (in dollars per share)	$ 0.33	$ 0.70
Weighted-average shares outstanding
Basic (in shares)	216.5	217.2
Dilutive effect of share-based awards (in shares)	0.8	0.6
Diluted (in shares)	217.3	217.8

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]
Net income (loss) including noncontrolling interests	$ 73.2	$ 137.3
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	54.2	(10.2)
Reclassification of cumulative translation adjustment	0.0	12.1
Unrealized gain (loss) on derivative instruments	(18.5)	54.1
Reclassification of derivative (gain) loss to income (loss)	0.9	0.7
Pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss)	(2.9)	(0.9)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	1.5	0.2
Total other comprehensive income (loss), net of tax	35.2	56.0
Comprehensive income (loss)	108.4	193.3
Comprehensive (income) loss attributable to noncontrolling interests	(1.0)	14.6
Comprehensive income (loss) attributable to Molson Coors Beverage Company	$ 107.4	$ 207.9

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 328.2	$ 600.0
Trade, less allowance for doubtful accounts of $13.3 and $13.2, respectively	803.8	739.8
Other receivables, net	121.6	126.4
Inventories, net	915.6	792.9
Other current assets, net	382.4	378.9
Total current assets	2,551.6	2,638.0
Properties, net	4,270.1	4,222.8
Goodwill	5,292.4	5,291.9
Other intangibles, net	12,799.3	12,800.1
Other assets	939.1	915.5
Total assets	25,852.5	25,868.3
Current liabilities
Accounts payable and other current liabilities	2,893.5	2,978.3
Current portion of long-term debt and short-term borrowings	412.7	397.1
Total current liabilities	3,306.2	3,375.4
Long-term debt	6,177.7	6,165.2
Pension and postretirement benefits	470.0	473.3
Deferred tax liabilities	2,658.6	2,646.4
Other liabilities	321.0	292.8
Total liabilities	12,933.5	12,953.1
Commitments and contingencies (Note 10)
Capital stock
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)	0.0	0.0
Paid-in capital	7,025.6	7,006.4
Retained earnings	6,877.0	6,894.1
Accumulated other comprehensive income (loss)	(1,170.6)	(1,205.5)
Class B common stock held in treasury at cost (10.7 shares and 10.5 shares, respectively)	(537.5)	(522.9)
Total Molson Coors Beverage Company stockholders' equity	12,696.5	12,689.7
Noncontrolling interests	222.5	225.5
Total equity	12,919.0	12,915.2
Total liabilities and equity	25,852.5	25,868.3
Common Class A
Capital stock
Common stock issued	0.0	0.0
Common Class B
Capital stock
Common stock issued	2.1	2.1
Exchangeable Class A
Capital stock
Exchangeable shares issued	102.2	102.2
Exchangeable Class B
Capital stock
Exchangeable shares issued	$ 397.7	$ 413.3

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CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Allowance for doubtful accounts	$ 13.3	$ 13.2
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	25,000,000.0	25,000,000.0
Preferred stock, shares issued (in shares)	0	0
Treasury stock, shares (in shares)	10,700,000	10,500,000
Common Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000.0	500,000,000.0
Common stock, shares issued (in shares)	2,600,000	2,600,000
Common stock, shares outstanding (in shares)	2,600,000	2,600,000
Common Class B
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000.0	500,000,000.0
Common stock, shares issued (in shares)	211,100,000	210,500,000
Common stock, shares outstanding (in shares)	211,100,000	210,500,000
Exchangeable Class A
Exchangeable shares, issued (in shares)	2,700,000	2,700,000
Exchangeable shares, outstanding (in shares)	2,700,000	2,700,000
Exchangeable Class B
Exchangeable shares, issued (in shares)	10,600,000	11,000,000.0
Exchangeable shares, outstanding (in shares)	10,600,000	11,000,000.0

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net income (loss) including noncontrolling interests	$ 73.2	$ 137.3
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	171.5	173.7
Amortization of debt issuance costs and discounts	1.5	1.6
Share-based compensation	9.8	8.5
(Gain) loss on sale or impairment of properties and other assets, net	(2.5)	22.4
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net	52.5	(169.6)
Equity (income) loss	(3.0)	0.1
Income tax (benefit) expense	28.7	36.4
Income tax (paid) received	(10.0)	(3.1)
Interest expense, excluding amortization of debt issuance costs and discounts	59.7	62.2
Interest paid	(80.4)	(81.2)
Change in current assets and liabilities and other	(297.6)	(307.6)
Net cash provided by (used in) operating activities	3.4	(119.3)
Cash flows from investing activities
Additions to properties	(181.4)	(243.8)
Proceeds from sales of properties and other assets	4.6	13.2
Other	(0.6)	4.4
Net cash provided by (used in) investing activities	(177.4)	(226.2)
Cash flows from financing activities
Exercise of stock options under equity compensation plans	0.0	0.9
Dividends paid	(89.5)	(82.4)
Payments for purchases of treasury stock	(14.6)	(14.1)
Payments on debt and borrowings	(1.6)	(1.1)
Proceeds on debt and borrowings	3.0	5.0
Net proceeds from (payments on) revolving credit facilities and commercial paper	0.0	156.3
Other	0.2	7.9
Net cash provided by (used in) financing activities	(102.5)	72.5
Effect of foreign exchange rate changes on cash and cash equivalents	4.7	(5.7)
Net increase (decrease) in cash and cash equivalents	(271.8)	(278.7)
Balance at beginning of year	600.0	637.4
Balance at end of period	$ 328.2	$ 358.7

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND NONCONTROLLING INTERESTS - USD ($) $ in Millions	Total	Common stock Common Class A	Common stock Common Class B	Common stock Exchangeable Class A	Common stock Exchangeable Class B	Paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Common stock held in treasury, Class B	Noncontrolling interest
Beginning balance at Dec. 31, 2021	$ 13,664.1	$ 0.0	$ 2.1	$ 102.2	$ 417.8	$ 6,970.9	$ 7,401.5	$ (1,006.0)	$ (471.4)	$ 247.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of shares					(0.6)	0.6
Shares issued under equity compensation plan	(4.4)					(4.4)
Amortization of share-based compensation	8.5					8.5
Net income (loss) including noncontrolling interests	137.3						151.5			(14.2)
Other comprehensive income (loss), net of tax	56.0							56.4		(0.4)
Share repurchase program	(14.1)								(14.1)
Contributions from noncontrolling interests	7.3									7.3
Distributions and dividends to noncontrolling interests	(1.0)									(1.0)
Dividends declared	(83.2)						(83.2)
Ending balance at Mar. 31, 2022	13,770.5	0.0	2.1	102.2	417.2	6,975.6	7,469.8	(949.6)	(485.5)	238.7
Beginning balance at Dec. 31, 2022	12,915.2	0.0	2.1	102.2	413.3	7,006.4	6,894.1	(1,205.5)	(522.9)	225.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of shares					(15.6)	15.6
Shares issued under equity compensation plan	(6.2)					(6.2)
Amortization of share-based compensation	9.8					9.8
Net income (loss) including noncontrolling interests	73.2						72.5			0.7
Other comprehensive income (loss), net of tax	35.2							34.9		0.3
Share repurchase program	(14.6)								(14.6)
Distributions and dividends to noncontrolling interests	(4.0)									(4.0)
Dividends declared	(89.6)						(89.6)
Ending balance at Mar. 31, 2023	$ 12,919.0	$ 0.0	$ 2.1	$ 102.2	$ 397.7	$ 7,025.6	$ 6,877.0	$ (1,170.6)	$ (537.5)	$ 222.5

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Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments. Our reporting segments include Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America, and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than the USD, include the CAD, the GBP and our Central European operating currencies such as the EUR, CZK, RON and RSD.

The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with U.S. GAAP. Such unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to the Audited Consolidated Financial Statements included in our Annual Report, except as noted in Note 2, "New Accounting Pronouncements".

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be achieved for the full year or any other future period.

Cost Inflation

We have been experiencing significant cost inflation, including higher material, conversion and energy costs, which negatively impacted our results of operations during the three months ended March 31, 2023. We expect cost inflation to continue to have a negative impact on our results of operations for the remainder of 2023 and possibly beyond. To the extent materials, conversion and energy prices continue to fluctuate, our business and financial results could continue to be materially adversely impacted. We continue to monitor these risks and rely on our risk management hedging program, increased pricing to our customers, our premiumization strategy and cost savings programs to help mitigate some of the inflationary pressures. See Part I.—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, under the heading "Items Affecting Reported Results" for further discussion.

Anti-Dilutive Securities

Anti-dilutive securities excluded from the computation of diluted EPS were 1.7 million and 2.2 million for the three months ended March 31, 2023 and March 31, 2022, respectively.

Dividends

On February 20, 2023, our Company's Board of Directors declared a cash dividend of $0.41 per share, paid on March 17, 2023, to shareholders of Class A and Class B common stock of record on March 3, 2023. Shareholders of exchangeable shares received the CAD equivalent of dividends declared on Class A and Class B common stock, equal to CAD 0.55 per share. During the three months ended March 31, 2022, dividends declared to eligible shareholders were $0.38 per share, with the CAD equivalent equal to CAD 0.48 per share.

Share Repurchase Program

During the first quarter of 2022, our Company's Board of Directors approved a share repurchase program up to an aggregate of $200 million of our Company's Class B common stock through March 31, 2026, with the program primarily intended to offset annual employee equity award grants. During the three months ended March 31, 2023, we repurchased 275,000 shares under the share repurchase program at a weighted average price of $52.95 per share, including brokerage commissions, for an aggregate value of $14.6 million.

For the three months ended March 31, 2022, we repurchased 280,000 shares under the share repurchase program at a weighted average price of $50.40 per share, including brokerage commissions, for an aggregate value of $14.1 million.

Non-Cash Activity

Non-cash investing activities include movements in our guarantee of indebtedness of certain equity method investments. See Note 3, "Investments" for further discussion. We also had non-cash activities related to capital expenditures incurred but not yet paid of $203.3 million and $139.9 million during the three months ended March 31, 2023 and March 31, 2022, respectively. In addition, we had non-cash activities related to our non-cash issuances of share-based awards.

As of March 31, 2022, we recorded a non-cash transaction related to the establishment of an accrued liability of $56.0 million as the best estimate of the probable loss in the Keystone litigation case based on the jury verdict. During the three months ended March 31, 2023, we recorded a non-cash transaction of $0.5 million in accrued interest associated with this accrued liability. See Note 10, "Commitments and Contingencies" for further details.

Other than the activity mentioned above and the supplemental non-cash activity related to the recognition of leases further discussed in Note 6, "Leases," there was no other significant non-cash activity during the three months ended March 31, 2023 and March 31, 2022, respectively.

Share-Based Compensation

During the three months ended March 31, 2023 and March 31, 2022, we granted stock options, RSUs and PSUs to certain officers and other eligible employees. We recognized share-based compensation expense of $9.8 million and $8.5 million during the three months ended March 31, 2023 and March 31, 2022, respectively.

Supplier Financing

We are the buyer under a supplier finance program with Citibank N.A. ("Citi" or "the bank"), with $115.1 million and $135.2 million confirmed as valid and outstanding as of March 31, 2023 and December 31, 2022, respectively. We recognize these unpaid balances in accounts payable and other current liabilities on our unaudited condensed consolidated balance sheets. Under the program, we agree to pay the bank the stated amount of confirmed invoices from our designated suppliers on the original maturity dates of the invoices. We have no involvement in establishing the terms or conditions of the arrangement between the suppliers and the bank and do not participate in such transactions. Either Citi or us may terminate the agreement upon at least 30 days written notice. We do not provide secured legal assets or other forms of guarantees under the arrangement. Our current payment terms with the majority of the suppliers participating in the supplier finance program generally range from 60 to 120 days, which we deem to be commercially reasonable.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2023

Accounting Standards Update and Change in Accounting Principle [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In March 2020, the FASB issued authoritative guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and was effective for all entities upon issuance on March 12, 2020 and remains effective through December 31, 2024. The guidance permits a company to elect certain optional expedients and exceptions when affected by the changes in reference rate reform. We have adopted this guidance and elected to apply certain optional expedients related to our derivative instruments with maturity dates extending beyond the expected discontinuance date of LIBOR. We will continue to evaluate the impact of reference rate reform on our other contracts but do not expect this guidance to have a material impact on our financial statements.

In September 2022, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures for a buyer in a supplier finance program by requiring disclosures of key program terms, the amount of obligations that have been confirmed as valid with the finance provider that are deemed outstanding as of the end of the period, a description of the financial line item in which this unpaid balance resides and a rollforward of the obligations including the amount of obligations confirmed and paid. We adopted this guidance, with the exception of the rollforward disclosure requirement, in our quarterly report for the three months ended March 31, 2023. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for additional information on our supplier finance program. The rollforward disclosure requirement is effective for us in our annual report for the year ending December 31, 2024 and is required to be applied prospectively.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

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Investments

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investments

Investments

Our investments include both equity method and consolidated investments. Those entities identified as VIEs have been evaluated to determine whether we are the primary beneficiary. The VIEs included under "Consolidated VIEs" below are those for which we have concluded that we are the primary beneficiary and accordingly, we have consolidated these entities. Our consolidated VIEs held $8.0 million of debt as of March 31, 2023 and $5.0 million as of December 31, 2022. We have not provided any financial support to any of our VIEs during the year that we were not previously contractually obligated to provide. Amounts due to and due from our equity method investments are recorded as affiliate accounts payable and affiliate accounts receivable, respectively.

Authoritative guidance related to the consolidation of VIEs requires that we continually reassess whether we are the primary beneficiary of VIEs in which we have an interest. As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation. Our consolidated VIEs are Cobra Beer Partnership, Ltd. ("Cobra U.K."), Rocky Mountain Metal Container ("RMMC"), Rocky Mountain Bottle Company ("RMBC") and Truss LP ("Truss"), as well as other immaterial entities. Our unconsolidated VIEs are Brewers Retail Inc. ("BRI"), Brewers Distributor Ltd. ("BDL") and The Yuengling Company LLC ("TYC"), as well as other immaterial investments.

Both BRI and BDL have outstanding third party debt which is guaranteed by their respective shareholders. As a result, we had a guarantee liability of $34.9 million and $33.3 million recorded as of March 31, 2023 and December 31, 2022, respectively, which is presented within accounts payable and other current liabilities on the unaudited condensed consolidated balance sheets and represents our proportionate share of the outstanding balance of these debt instruments. The carrying value of the guarantee liability equals fair value, which considers an adjustment for our own non-performance risk and is considered a Level 2 measurement. The offset to the guarantee liability was recorded as an adjustment to our respective equity method investment within the unaudited condensed consolidated balance sheets. The resulting change in our equity method investments during the year due to movements in the guarantee represents a non-cash investing activity.

Consolidated VIEs

The following summarizes the assets and liabilities of our consolidated VIEs (including noncontrolling interests):

	As of
	March 31, 2023				December 31, 2022
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
	(In millions)
RMMC/RMBC	$	241.3	$	24.7	$	228.2	$	21.2
Other	$	39.3	$	15.7	$	43.3	$	16.1

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Inventories

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Finished goods	$	344.8	$	269.1
Work in process	82.6		71.9
Raw materials	306.8		290.4
Packaging materials	181.4		161.5
Inventories, net	$	915.6	$	792.9

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

The changes in the gross carrying value of goodwill and accumulated impairment losses are presented in the table below by segment.

	Americas		EMEA&APAC(1)		Consolidated
	(In millions)
Gross carrying value of goodwill	$	6,790.4	$	1,387.6	$	8,178.0
Accumulated impairment losses	(1,498.5)		(1,387.6)		(2,886.1)
Balance as of December 31, 2022	$	5,291.9	$	—	$	5,291.9
Foreign currency translation, net	0.5		—		0.5
Gross carrying value of goodwill	6,792.8		1,415.6		8,208.4
Accumulated impairment losses	(1,500.4)		(1,415.6)		(2,916.0)
Balance as of March 31, 2023	$	5,292.4	$	—	$	5,292.4

(1)The EMEA&APAC goodwill balance was fully impaired during the year ended December 31, 2020. Subsequent changes in the gross carrying value of goodwill and accumulated impairment loss balances are due to fluctuations in foreign exchange rates, which are presented net in the table above.

Subsequent to taking a partial impairment as a result of the annual impairment test performed as of October 1, 2022, the Americas reporting unit goodwill balance was considered at risk of future impairment. The remaining goodwill is at risk in the event of significant unfavorable changes in assumptions including the forecasted cash flows, terminal growth rates, market multiples and/or weighted-average cost of capital utilized in the discounted cash flows analysis. We continue to build on the strength of our iconic core brands, growing our above premium portfolio and expanding beyond the beer aisle. While progress has been made on this strategy, including the increasing proportion of our above premium portfolio over the last several years and the strengthening of our core brands, the growth targets included in management’s forecasted future cash flows are inherently at risk given that the strategies are still in progress. In addition, the growth targets were adjusted to align with current expectations of the beer industry environment and broader macroeconomic conditions such as cost inflation for certain inputs, which could continue to put pressure on achieving key margin and cash flow projections into the future. Additionally, the fair value determinations are sensitive to further macroeconomic conditions, including the ongoing impacts of cost inflation, further increases to interest rates and other external industry factors impacting our business.

We determined that there was no triggering event that occurred during the three months ended March 31, 2023 that would indicate the carrying value of our goodwill was greater than its fair value.

Intangible Assets, Other than Goodwill

The following table presents details of our intangible assets, other than goodwill, as of March 31, 2023:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,885.1	$	(1,471.7)	$	3,413.4
License agreements and distribution rights	10 - 20	202.7		(110.3)		92.4
Other	5 - 40	84.7		(24.1)		60.6
Intangible assets not subject to amortization
Brands	Indefinite	8,176.8		—		8,176.8
Distribution networks	Indefinite	748.5		—		748.5
Other	Indefinite	307.6		—		307.6
Total		$	14,405.4	$	(1,606.1)	$	12,799.3

The following table presents details of our intangible assets, other than goodwill, as of December 31, 2022:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,861.1	$	(1,416.7)	$	3,444.4
License agreements and distribution rights	15 - 20	200.0		(108.0)		92.0
Other	5 - 40	88.8		(27.7)		61.1
Intangible assets not subject to amortization
Brands	Indefinite	8,148.6		—		8,148.6
Distribution networks	Indefinite	746.4		—		746.4
Other	Indefinite	307.6		—		307.6
Total		$	14,352.5	$	(1,552.4)	$	12,800.1

The changes in the gross carrying amounts of intangible assets from December 31, 2022 to March 31, 2023 are primarily driven by the impact of foreign exchange rates, as a significant amount of intangible assets are denominated in foreign currencies.

Based on foreign exchange rates as of March 31, 2023, the estimated future amortization expense of intangible assets is as follows:

Fiscal year	Amount
	(In millions)
2023 - remaining	$	153.7
2024	$	203.6
2025	$	203.6
2026	$	185.1
2027	$	120.6

Amortization expense of intangible assets was $51.1 million and $53.3 million for the three months ended March 31, 2023 and March 31, 2022, respectively. This expense is primarily presented within MG&A expenses in our unaudited condensed consolidated statements of operations.

As of the date of our annual impairment test of indefinite-lived intangible assets, performed as of October 1, 2022, the fair value of all indefinite-lived brands exceeded their respective carrying values by over 15% and therefore were not considered at risk for potential future impairment.

No triggering events occurred during the three months ended March 31, 2023 that would indicate the carrying value of our indefinite-lived or definite-lived intangible assets were greater than their fair value.

Fair Value Assumptions

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. The key assumptions used to derive the estimated fair values of our reporting units and indefinite-lived intangible assets are discussed in Part II—Item 8 Financial Statements, Note 6, "Goodwill and Intangible Assets" in our Annual Report, and represent Level 3 measurements.

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Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

Leases

Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 was as follows:

		As of
		March 31, 2023		December 31, 2022
	Balance Sheet Classification	(In millions)
Operating Leases
Operating lease right-of-use assets	Other assets	$	160.9	$	132.7
Current operating lease liabilities	Accounts payable and other current liabilities	$	46.1	$	44.7
Non-current operating lease liabilities	Other liabilities	124.6		99.3
Total operating lease liabilities		$	170.7	$	144.0
Finance Leases
Finance lease right-of-use assets	Properties, net	$	50.7	$	50.2
Current finance lease liabilities	Current portion of long-term debt and short-term borrowings	$	5.2	$	5.3
Non-current finance lease liabilities	Long-term debt	55.9		56.2
Total finance lease liabilities		$	61.1	$	61.5

Supplemental cash flow information related to leases for the three months ended March 31, 2023 and March 31, 2022 was as follows:

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Cash paid for amounts included in the measurements of lease liabilities
Operating cash flows from operating leases	$	13.3	$	12.8
Operating cash flows from finance leases	$	0.9	$	0.9
Financing cash flows from finance leases	$	1.2	$	0.8
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	38.8	$	8.8
Finance leases	$	—	$	1.9

Leases

Leases

Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 was as follows:

		As of
		March 31, 2023		December 31, 2022
	Balance Sheet Classification	(In millions)
Operating Leases
Operating lease right-of-use assets	Other assets	$	160.9	$	132.7
Current operating lease liabilities	Accounts payable and other current liabilities	$	46.1	$	44.7
Non-current operating lease liabilities	Other liabilities	124.6		99.3
Total operating lease liabilities		$	170.7	$	144.0
Finance Leases
Finance lease right-of-use assets	Properties, net	$	50.7	$	50.2
Current finance lease liabilities	Current portion of long-term debt and short-term borrowings	$	5.2	$	5.3
Non-current finance lease liabilities	Long-term debt	55.9		56.2
Total finance lease liabilities		$	61.1	$	61.5

Supplemental cash flow information related to leases for the three months ended March 31, 2023 and March 31, 2022 was as follows:

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Cash paid for amounts included in the measurements of lease liabilities
Operating cash flows from operating leases	$	13.3	$	12.8
Operating cash flows from finance leases	$	0.9	$	0.9
Financing cash flows from finance leases	$	1.2	$	0.8
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	38.8	$	8.8
Finance leases	$	—	$	1.9

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Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

Debt Obligations

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Long-term debt
CAD 500 million 2.84% notes due July 2023	$	369.9	$	368.9
EUR 800 million 1.25% notes due July 2024	867.1		856.4
CAD 500 million 3.44% notes due July 2026	369.9		368.9
$2.0 billion 3.0% notes due July 2026	2,000.0		2,000.0
$1.1 billion 5.0% notes due May 2042	1,100.0		1,100.0
$1.8 billion 4.2% notes due July 2046	1,800.0		1,800.0
Finance leases	61.1		61.5
Other	25.5		25.4
Less: unamortized debt discounts and debt issuance costs	(38.6)		(39.7)
Total long-term debt (including current portion)	6,554.9		6,541.4
Less: current portion of long-term debt	(377.2)		(376.2)
Total long-term debt	$	6,177.7	$	6,165.2
Short-term borrowings(1)	35.5		20.9
Current portion of long-term debt	377.2		376.2
Current portion of long-term debt and short-term borrowings	$	412.7	$	397.1

(1)Our short-term borrowings include bank overdrafts, borrowings on our overdraft facilities and other items.

As of March 31, 2023, we had $27.5 million in bank overdrafts and $53.6 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $26.1 million. As of December 31, 2022, we had $15.9 million in bank overdrafts and $49.7 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $33.8 million.

In addition, we have CAD, GBP and USD overdraft facilities under which we had no outstanding borrowings as of March 31, 2023 and December 31, 2022. See further detail within Part II—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report for further discussion related to letters of credit.

Debt Fair Value Measurements

We utilize market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates. As of March 31, 2023 and December 31, 2022, the fair value of our outstanding long-term debt (including current portion of long-term debt) was approximately $6.0 billion and $5.9 billion, respectively. All senior notes are valued based on significant observable inputs and classified as Level 2 in the fair value hierarchy. The carrying values of all other outstanding long-term borrowings and our short-term borrowings approximate their fair values and are also classified as Level 2 in the fair value hierarchy.

Revolving Credit Facility and Commercial Paper

We maintain a $1.5 billion revolving credit facility with a maturity date of July 7, 2024 that allows us to issue a maximum aggregate amount of $1.5 billion in commercial paper or make other borrowings at any time at variable interest rates. We use this facility from time to time to leverage cash needs including debt repayments. We had no borrowings drawn on this revolving credit facility and no commercial paper borrowings as of March 31, 2023 and December 31, 2022.

Debt Covenants

Under the terms of each of our debt facilities, we must comply with certain restrictions. These include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold

percentages, create or permit liens on assets, and restrictions on mergers, acquisitions and certain types of sale lease-back transactions. The maximum leverage ratio as of March 31, 2023 is 4.00x net debt to EBITDA (as defined in the revolving credit facility agreement), through maturity of the credit facility. As of March 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 March 31, 2023 rank pari-passu.

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Our risk management and derivative accounting policies are presented within Part II—Item 8 Financial Statements, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 10, "Derivative Instruments and Hedging Activities" in our Annual Report and did not significantly change during the three months ended March 31, 2023. As noted in Note 10 of the Notes included in our Annual Report, due to the nature of our counterparty agreements, and the fact that we are not subject to master netting arrangements, we are not able to net positions with the same counterparty and, therefore, present our derivative positions on a gross basis in our unaudited condensed consolidated balance sheets. Except as noted below, our significant derivative positions have not changed considerably since December 31, 2022.

Forward Starting Interest Rate Swaps

In late April 2022, the forward starting interest rate swaps associated with the $500 million 3.5% notes that we repaid upon maturity on May 1, 2022 were terminated and settled. The immaterial loss on settlement of the swaps was recorded through interest expense during the second quarter of 2022.

Derivative Fair Value Measurements

We utilize market approaches to estimate the fair value of our derivative instruments by discounting anticipated future cash flows derived from the derivative's contractual terms and observable market interest, foreign exchange and commodity rates. The fair values of our derivatives also include credit risk adjustments to account for our counterparties' credit risk, as well as our own non-performance risk, as appropriate.

The table below summarizes our derivative assets and liabilities that were measured at fair value as of March 31, 2023 and December 31, 2022.

			Fair value measurements as of March 31, 2023
	As of March 31, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In millions)
Forward starting interest rate swaps	$	15.6	$	—	$	15.6	$	—
Foreign currency forwards	6.3		—		6.3		—
Commodity swaps and options	17.1		—		17.1		—
Total	$	39.0	$	—	$	39.0	$	—

			Fair value measurements as of December 31, 2022
	As of December 31, 2022		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In millions)
Forward starting interest rate swaps	$	40.0	$	—	$	40.0	$	—
Foreign currency forwards	7.6		—		7.6		—
Commodity swaps and options	69.0		—		69.0		—
Total	$	116.6	$	—	$	116.6	$	—

As of March 31, 2023 and December 31, 2022, we had no significant transfers between Level 1 and Level 2. New derivative contracts transacted during the three months ended March 31, 2023 were all included in Level 2.

Results of Period Derivative Activity

The tables below include the results of our derivative activity in our unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, and our unaudited condensed consolidated statements of operations for the three months ended March 31, 2023 and March 31, 2022.

Fair Value of Derivative Instruments in the Unaudited Condensed Consolidated Balance Sheets (in millions):

	As of March 31, 2023
			Derivative Assets			Derivative Liabilities
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	15.6	Other liabilities	$	—
Foreign currency forwards	$	218.2	Other current assets	5.3		Accounts payable and other current liabilities	(0.1)
			Other non-current assets	1.2		Other liabilities	(0.1)
Total derivatives designated as hedging instruments				$	22.1		$	(0.2)
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	636.7	Other current assets	$	50.6	Accounts payable and other current liabilities	$	(25.3)
			Other non-current assets	4.2		Other liabilities	(12.4)
Commodity options(1)	$	19.7	Other current assets	1.0		Accounts payable and other current liabilities	(1.0)
Total derivatives not designated as hedging instruments				$	55.8		$	(38.7)

	As of December 31, 2022
			Derivative Assets			Derivative Liabilities
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	40.0	Other liabilities	$	—
Foreign currency forwards	$	176.6	Other current assets	6.2		Accounts payable and other current liabilities	(0.1)
			Other non-current assets	1.6		Other liabilities	(0.1)
Total derivatives designated as hedging instruments				$	47.8		$	(0.2)
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	525.2	Other current assets	$	86.1	Accounts payable and other current liabilities	$	(14.1)
			Other non-current assets	7.4		Other liabilities	(10.4)
Commodity options(1)	$	19.7	Other current assets	0.8		Accounts payable and other current liabilities	(0.8)
Total derivatives not designated as hedging instruments				$	94.3		$	(25.3)

(1)Notional includes offsetting buy and sell positions, shown in terms of absolute value. Buy and sell positions are shown gross in the asset and/or liability position, as appropriate.

The Pretax Effect of Cash Flow Hedge Accounting on Other Comprehensive Income (Loss), Accumulated Other Comprehensive Income (Loss) and Income (Loss) (in millions):

Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivatives		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI into income on derivative
Three Months Ended March 31, 2023
Forward starting interest rate swaps	$	(24.4)	Interest income (expense), net	$	(2.5)
Foreign currency forwards	(0.1)		Cost of goods sold	1.5
			Other non-operating income (expense), net	(0.2)
Total	$	(24.5)		$	(1.2)
Three Months Ended March 31, 2022
Forward starting interest rate swaps	$	80.3	Interest income (expense), net	$	(0.8)
Foreign currency forwards	(1.5)		Cost of goods sold	(0.3)
			Other non-operating income (expense), net	0.1
Total	$	78.8		$	(1.0)

The Pretax Effect of Net Investment Hedge Accounting on Other Comprehensive Income (Loss), Accumulated Other Comprehensive Income (Loss) and Income (Loss) (in millions):

Net investment hedge relationships	Amount of gain (loss) recognized in OCI		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income (amount excluded from effectiveness testing) (1)
Three Months Ended March 31, 2023
EUR 800 million notes due 2024	(10.7)		Other non-operating income (expense), net	—
Total	$	(10.7)		$	—
Three Months Ended March 31, 2022
EUR 800 million notes due 2024	24.2		Other non-operating income (expense), net	—
Total	$	24.2		$	—

(1)Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and period amortization is recorded in other comprehensive income.

The cumulative translation adjustments related to our net investment hedges remain in AOCI until the respective underlying net investment is sold or liquidated. During the three months ended March 31, 2023 and March 31, 2022, respectively, we did not reclassify any amounts related to net investment hedges from AOCI into earnings.

As of March 31, 2023, we expect net gains of approximately $1 million (pretax) recorded in AOCI will be reclassified into earnings within the next 12 months. For derivatives designated in cash flow hedge relationships, the maximum length of time over which forecasted transactions are hedged as of March 31, 2023 is approximately 3 years, as well as those related to our remaining forecasted debt issuances in 2026.

The Effect of Derivatives Not Designated as Hedging Instruments on the Unaudited Condensed Consolidated Statements of Operations (in millions):

Derivatives not in hedging relationships	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
Three Months Ended March 31, 2023
Commodity swaps	Cost of goods sold	(28.5)
Total		$	(28.5)
Three Months Ended March 31, 2022
Commodity swaps	Cost of goods sold	238.6
Total		$	238.6

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Income Tax

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Tax

Income Tax

	Three Months Ended
	March 31, 2023		March 31, 2022
Effective tax rate	28	%	21	%

The higher effective tax rate for the three months ended March 31, 2023, compared to the prior year was primarily due to an increase in net discrete tax expense. We recognized $7.5 million discrete tax expense in the three months ended March 31, 2023 compared to a $0.9 million discrete tax benefit in the three months ended March 31, 2022.

Our tax rate can be volatile and may change with, among other things, the amount and source of pre-tax income or loss, our ability to utilize foreign tax credits, excess tax benefits or deficiencies from share-based compensation, changes in tax laws, and the movement of liabilities established pursuant to accounting guidance for uncertain tax positions as statutes of limitations expire, positions are effectively settled, or when additional information becomes available. 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.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into U.S. law. The IRA includes a new corporate alternative minimum tax of 15% on the adjusted financial statement income (“AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period, effective for tax years beginning after December 31, 2022. The alternative minimum tax is not expected to impact our financial or cash tax position in 2023. Additionally, the IRA imposes an excise tax of 1% on stock repurchases, effective January 1, 2023. The excise tax is recorded as an incremental cost in treasury stock on our unaudited condensed consolidated balance sheets and was immaterial for the three months ended March 31, 2023.

Based on our current analysis, we do not expect these provisions to have a material impact on our financial statements in the near future. We will continue to evaluate their impact as additional information becomes available.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation and Other Disputes and Environmental

Related to litigation, other disputes and environmental issues, we have an aggregate accrued contingent liability of $79.4 million and $77.0 million as of March 31, 2023 and December 31, 2022, respectively. While we cannot predict the eventual aggregate cost for litigation, other disputes and environmental matters in which we are currently involved, we believe adequate reserves have been provided for losses that are probable and estimable. For all matters unless otherwise noted below, we believe that any reasonably possible losses in excess of the amounts accrued are immaterial to our unaudited condensed consolidated financial statements. Our litigation, other disputes and environmental issues are discussed in further detail within Part II—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report and did not significantly change during the three months ended March 31, 2023, except as noted below.

Other than those disclosed below, we are also involved in other disputes and legal actions arising in the ordinary course of our business. While it is not feasible to predict or determine the outcome of these proceedings, in our opinion, based on a review with legal counsel, other than as noted, none of these disputes or legal actions are expected to have a material impact on our business, consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters, may arise from time to time that may harm our business.

On February 12, 2018, Stone Brewing Company filed a trademark infringement lawsuit in federal court in the Southern District of California against Molson Coors Beverage Company USA LLC ("MCBC USA"), a wholly owned subsidiary of our Company, alleging that the Keystone brand has “rebranded” itself as “Stone” and is marketing itself in a manner confusingly similar to Stone Brewing Company's registered Stone trademark. Stone Brewing Company sought treble damages and disgorgement of MCBC USA's profit from Keystone sales. MCBC USA subsequently filed an answer and counterclaims against Stone Brewing Company. On May 31, 2018, Stone Brewing Company filed a motion to dismiss MCBC USA's counterclaims and for a preliminary injunction seeking to bar MCBC USA from continuing to use “STONE” on Keystone Light cans and related marketing materials. In March 2019, the court denied Stone Brewing Company’s motion for preliminary injunction and its motion to dismiss MCBC USA's counterclaims. The jury trial began on March 7, 2022. The jury returned a verdict in which it concluded that trademark infringement had occurred and awarded Stone Brewing Company $56.0 million in damages. The jury also found that no "willful" trademark infringement had occurred. The trial court subsequently denied Stone Brewing Company’s motion for permanent injunction, motion for disgorgement of profits and motion for treble damages. Judgment was entered on September 8, 2022. Both parties filed post-trial motions, including MCBC USA’s renewed motion for judgment as a matter of law or, in the alternative, a new trial and/or remittitur and Stone Brewing Company’s motion for partial new trial of equitable issues. The court has taken those issues under advisement. Resolution of the remaining post-trial issues could alter or nullify the judgment. At the conclusion of these issues, either or both parties could appeal the case to the applicable federal appellate court. As of March 31, 2023 and December 31, 2022, the Company had a recorded accrued liability of $57.1 million and $56.6 million, respectively, within other liabilities on our unaudited condensed consolidated balance sheets reflecting the best estimate of probable loss in this case based on the judgment plus associated post-judgment interest. However, it is reasonably possible that the estimate of the loss could change in the near term based on the progression of the case, including any potential impact of the resolution of remaining post-trial issues, as well as any appeals process. We will continue to monitor the status of the case and will adjust the accrual in the period in which any significant change occurs which could impact the estimate of the loss for this matter.

In January 2023, MCBC USA received a Notice of Violation / Cease and Desist Order (“Order”) from the Colorado Department of Public Health & Environment’s Water Quality Control Division, alleging certain violations of the Colorado Water Quality Control Act (the “Act”) and the Colorado Discharge Permit related to the Company’s brewery and facilities in Golden, Colorado. The Order alleges MCBC USA failed to comply with permit effluent limitations, failed to properly monitor and report sampling results, and failed to adhere to the permit compliance schedule. Under the Act, the likely maximum monetary penalty is not expected to be significant.

Regulatory Contingencies

In June 2019, the Ontario government adopted a bill that, if enacted, would terminate a 10-year Master Framework Agreement that was originally signed in 2015 between the previous government administration and Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd., and Brewers Retail Inc. and dictates the terms of the beer distribution and retail systems in Ontario through 2025. The government has not proclaimed the bill as law and the impacts of the potential legislative changes are unknown at this time but could have a negative impact on the results of operations, cash flows and financial position of the Americas segment. Molson Canada 2005 and the other Master Framework Agreement signatories are prepared to vigorously defend our rights and pursue legal recourse, should the Master Framework Agreement be unilaterally terminated by the enactment of the 2019 legislation. The initial term of the Master Framework Agreement does not expire until December 31, 2025, and the Master Framework Agreement contains a provision requiring two-year advance notice of the government's intention to not renew the Master Framework Agreement.

Guarantees and Indemnities

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. As of March 31, 2023 and December 31, 2022, the unaudited condensed consolidated balance sheets include liabilities related to these guarantees of $34.9 million and $33.3 million, respectively. See Note 3, "Investments" for further detail.

Separately, related to our Cervejarias Kaiser Brasil S.A. ("Kaiser") indemnities, we accrued $11.3 million and $7.6 million, in aggregate, as of March 31, 2023 and December 31, 2022, respectively. The maximum potential claims amount remaining for the Kaiser-related purchased tax credits was $69.1 million, based on foreign exchange rates as of March 31, 2023. Our Kaiser liabilities are discussed in further detail within Part II—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report and did not significantly change during the three months ended March 31, 2023.

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

	MCBC stockholders' equity
	Foreign currency translation adjustments		Gain (loss) on derivative instruments		Pension and postretirement benefit adjustments		Equity method investments		Accumulated other comprehensive income (loss)
	(In millions)
As of December 31, 2022	$	(875.2)	$	32.2	$	(335.1)	$	(27.4)	$	(1,205.5)
Foreign currency translation adjustments	61.5		—		—		—		61.5
Gain (loss) on net investment hedges	(10.7)		—		—		—		(10.7)
Unrealized gain (loss) on derivative instruments	—		(24.5)		—		—		(24.5)
Reclassification of derivative (gain) loss to income (loss)	—		1.2		—		—		1.2
Reclassification of pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss)	—		—		(3.8)		—		(3.8)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	—		—		—		2.0		2.0
Tax benefit (expense)	3.1		5.7		0.9		(0.5)		9.2
As of March 31, 2023	$	(821.3)	$	14.6	$	(338.0)	$	(25.9)	$	(1,170.6)

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Other Operating Income (Expense), net

3 Months Ended

Mar. 31, 2023

Unusual or Infrequent Items, or Both [Abstract]

Other Operating Income (Expense), net

Other Operating Income (Expense), net

We have recorded incurred charges or realized benefits that we believe are significant to our current operating results warranting separate classification in other operating income (expense), net.

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Restructuring
Employee-related charges(1)	$	(0.5)	$	(0.3)
Asset abandonment and other restructuring costs	—		(1.0)
Intangible and tangible asset impairments, excluding goodwill(2)	—		(28.6)
Gains and (losses) on other disposals	—		2.3
Other operating income (expense), net	$	(0.5)	$	(27.6)

(1)See the restructuring section within this footnote for a summary of our restructuring activities.

(2)During the three months ended March 31, 2022, we identified a triggering event related to the Truss joint venture asset group within our Americas segment and recognized an impairment loss of $28.6 million, of which $12.1 million was attributable to the noncontrolling interest. The asset group was measured at fair value primarily using a market approach with Level 3 inputs.

Restructuring Activities

Our restructuring activities include strategic exit activities such as the disposal or wind down of certain brewery locations. We continually evaluate our cost structure and seek opportunities for efficiencies and cost savings as part of ongoing and new initiatives. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.

The accrued restructuring balances as of March 31, 2023 represent expected future cash payments required to satisfy our remaining obligations, the majority of which we expect to be paid in the next 12 months.

	Americas		EMEA&APAC		Total
	(In millions)
As of December 31, 2022	$	3.6	$	6.4	$	10.0
Charges incurred and changes in estimates	—		0.5		0.5
Payments made	(0.9)		(3.1)		(4.0)
Foreign currency and other adjustments	0.1		—		0.1
As of March 31, 2023	$	2.8	$	3.8	$	6.6

	Americas		EMEA&APAC		Total
	(In millions)
As of December 31, 2021	$	10.9	$	1.5	$	12.4
Charges incurred and changes in estimates	0.3		—		0.3
Payments made	(3.1)		(0.3)		(3.4)
Foreign currency and other adjustments	0.1		(0.1)		—
As of March 31, 2022	$	8.2	$	1.1	$	9.3

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Segment Reporting

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

Our reporting segments are based on the key geographic regions in which we operate and include the Americas and EMEA&APAC segments. Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific.

We also have certain activity that is not allocated to our segments, which has been reflected as “Unallocated” below. Specifically, "Unallocated" activity primarily includes financing-related costs such as interest expense and income, foreign exchange gains and losses on intercompany balances related to financing and other treasury-related activities and the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment and all other components remain unallocated.

Summarized Financial Information

Net sales from transactions with one customer of our Americas segment represented approximately $0.2 billion of our consolidated net sales for the three months ended March 31, 2023.

Consolidated net sales represent sales to third-party external customers less excise taxes. Inter-segment transactions impacting net sales and income (loss) before income taxes eliminate upon consolidation and are primarily related to the Americas segment royalties received from, and sales to the EMEA&APAC segment.

The following tables present net sales and income (loss) before income taxes by segment:

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Americas	$	1,939.0	$	1,836.2
EMEA&APAC	410.1		381.2
Inter-segment net sales eliminations	(2.8)		(2.8)
Consolidated net sales	$	2,346.3	$	2,214.6

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Americas	$	233.4	$	87.1
EMEA&APAC	(25.4)		(32.2)
Unallocated	(106.1)		118.8
Consolidated income (loss) before income taxes	$	101.9	$	173.7

The following table presents total assets by segment:

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Americas	$	22,207.8	$	22,242.7
EMEA&APAC	3,644.7		3,625.6
Consolidated total assets	$	25,852.5	$	25,868.3

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Segments

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

Basis of Accounting

The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with U.S. GAAP. Such unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

New Accounting Pronouncements Not Yet and Recently Adopted

New Accounting Pronouncements Recently Adopted

In March 2020, the FASB issued authoritative guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and was effective for all entities upon issuance on March 12, 2020 and remains effective through December 31, 2024. The guidance permits a company to elect certain optional expedients and exceptions when affected by the changes in reference rate reform. We have adopted this guidance and elected to apply certain optional expedients related to our derivative instruments with maturity dates extending beyond the expected discontinuance date of LIBOR. We will continue to evaluate the impact of reference rate reform on our other contracts but do not expect this guidance to have a material impact on our financial statements.

In September 2022, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures for a buyer in a supplier finance program by requiring disclosures of key program terms, the amount of obligations that have been confirmed as valid with the finance provider that are deemed outstanding as of the end of the period, a description of the financial line item in which this unpaid balance resides and a rollforward of the obligations including the amount of obligations confirmed and paid. We adopted this guidance, with the exception of the rollforward disclosure requirement, in our quarterly report for the three months ended March 31, 2023. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for additional information on our supplier finance program. The rollforward disclosure requirement is effective for us in our annual report for the year ending December 31, 2024 and is required to be applied prospectively.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

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Investments (Tables)

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Schedules of Consolidated Investments

The following summarizes the assets and liabilities of our consolidated VIEs (including noncontrolling interests):

	As of
	March 31, 2023				December 31, 2022
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
	(In millions)
RMMC/RMBC	$	241.3	$	24.7	$	228.2	$	21.2
Other	$	39.3	$	15.7	$	43.3	$	16.1

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Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Finished goods	$	344.8	$	269.1
Work in process	82.6		71.9
Raw materials	306.8		290.4
Packaging materials	181.4		161.5
Inventories, net	$	915.6	$	792.9

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in goodwill

The changes in the gross carrying value of goodwill and accumulated impairment losses are presented in the table below by segment.

	Americas		EMEA&APAC(1)		Consolidated
	(In millions)
Gross carrying value of goodwill	$	6,790.4	$	1,387.6	$	8,178.0
Accumulated impairment losses	(1,498.5)		(1,387.6)		(2,886.1)
Balance as of December 31, 2022	$	5,291.9	$	—	$	5,291.9
Foreign currency translation, net	0.5		—		0.5
Gross carrying value of goodwill	6,792.8		1,415.6		8,208.4
Accumulated impairment losses	(1,500.4)		(1,415.6)		(2,916.0)
Balance as of March 31, 2023	$	5,292.4	$	—	$	5,292.4

(1)The EMEA&APAC goodwill balance was fully impaired during the year ended December 31, 2020. Subsequent changes in the gross carrying value of goodwill and accumulated impairment loss balances are due to fluctuations in foreign exchange rates, which are presented net in the table above.

Schedule of finite-lived intangible assets

The following table presents details of our intangible assets, other than goodwill, as of March 31, 2023:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,885.1	$	(1,471.7)	$	3,413.4
License agreements and distribution rights	10 - 20	202.7		(110.3)		92.4
Other	5 - 40	84.7		(24.1)		60.6
Intangible assets not subject to amortization
Brands	Indefinite	8,176.8		—		8,176.8
Distribution networks	Indefinite	748.5		—		748.5
Other	Indefinite	307.6		—		307.6
Total		$	14,405.4	$	(1,606.1)	$	12,799.3

The following table presents details of our intangible assets, other than goodwill, as of December 31, 2022:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,861.1	$	(1,416.7)	$	3,444.4
License agreements and distribution rights	15 - 20	200.0		(108.0)		92.0
Other	5 - 40	88.8		(27.7)		61.1
Intangible assets not subject to amortization
Brands	Indefinite	8,148.6		—		8,148.6
Distribution networks	Indefinite	746.4		—		746.4
Other	Indefinite	307.6		—		307.6
Total		$	14,352.5	$	(1,552.4)	$	12,800.1

Schedule of indefinite-lived intangible assets

The following table presents details of our intangible assets, other than goodwill, as of March 31, 2023:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,885.1	$	(1,471.7)	$	3,413.4
License agreements and distribution rights	10 - 20	202.7		(110.3)		92.4
Other	5 - 40	84.7		(24.1)		60.6
Intangible assets not subject to amortization
Brands	Indefinite	8,176.8		—		8,176.8
Distribution networks	Indefinite	748.5		—		748.5
Other	Indefinite	307.6		—		307.6
Total		$	14,405.4	$	(1,606.1)	$	12,799.3

The following table presents details of our intangible assets, other than goodwill, as of December 31, 2022:

	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,861.1	$	(1,416.7)	$	3,444.4
License agreements and distribution rights	15 - 20	200.0		(108.0)		92.0
Other	5 - 40	88.8		(27.7)		61.1
Intangible assets not subject to amortization
Brands	Indefinite	8,148.6		—		8,148.6
Distribution networks	Indefinite	746.4		—		746.4
Other	Indefinite	307.6		—		307.6
Total		$	14,352.5	$	(1,552.4)	$	12,800.1

Schedule of future amortization expense

Based on foreign exchange rates as of March 31, 2023, the estimated future amortization expense of intangible assets is as follows:

Fiscal year	Amount
	(In millions)
2023 - remaining	$	153.7
2024	$	203.6
2025	$	203.6
2026	$	185.1
2027	$	120.6

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Supplemental Balance Sheet Lease Information

Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 was as follows:

		As of
		March 31, 2023		December 31, 2022
	Balance Sheet Classification	(In millions)
Operating Leases
Operating lease right-of-use assets	Other assets	$	160.9	$	132.7
Current operating lease liabilities	Accounts payable and other current liabilities	$	46.1	$	44.7
Non-current operating lease liabilities	Other liabilities	124.6		99.3
Total operating lease liabilities		$	170.7	$	144.0
Finance Leases
Finance lease right-of-use assets	Properties, net	$	50.7	$	50.2
Current finance lease liabilities	Current portion of long-term debt and short-term borrowings	$	5.2	$	5.3
Non-current finance lease liabilities	Long-term debt	55.9		56.2
Total finance lease liabilities		$	61.1	$	61.5

Supplemental Cash Flow Lease Information

Supplemental cash flow information related to leases for the three months ended March 31, 2023 and March 31, 2022 was as follows:

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Cash paid for amounts included in the measurements of lease liabilities
Operating cash flows from operating leases	$	13.3	$	12.8
Operating cash flows from finance leases	$	0.9	$	0.9
Financing cash flows from finance leases	$	1.2	$	0.8
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	38.8	$	8.8
Finance leases	$	—	$	1.9

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Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt Obligations

Debt Obligations

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Long-term debt
CAD 500 million 2.84% notes due July 2023	$	369.9	$	368.9
EUR 800 million 1.25% notes due July 2024	867.1		856.4
CAD 500 million 3.44% notes due July 2026	369.9		368.9
$2.0 billion 3.0% notes due July 2026	2,000.0		2,000.0
$1.1 billion 5.0% notes due May 2042	1,100.0		1,100.0
$1.8 billion 4.2% notes due July 2046	1,800.0		1,800.0
Finance leases	61.1		61.5
Other	25.5		25.4
Less: unamortized debt discounts and debt issuance costs	(38.6)		(39.7)
Total long-term debt (including current portion)	6,554.9		6,541.4
Less: current portion of long-term debt	(377.2)		(376.2)
Total long-term debt	$	6,177.7	$	6,165.2
Short-term borrowings(1)	35.5		20.9
Current portion of long-term debt	377.2		376.2
Current portion of long-term debt and short-term borrowings	$	412.7	$	397.1

(1)Our short-term borrowings include bank overdrafts, borrowings on our overdraft facilities and other items.

As of March 31, 2023, we had $27.5 million in bank overdrafts and $53.6 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $26.1 million. As of December 31, 2022, we had $15.9 million in bank overdrafts and $49.7 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $33.8 million.

In addition, we have CAD, GBP and USD overdraft facilities under which we had no outstanding borrowings as of March 31, 2023 and December 31, 2022. See further detail within Part II—Item 8 Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report for further discussion related to letters of credit.

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Assets and Liabilities at Fair Value

The table below summarizes our derivative assets and liabilities that were measured at fair value as of March 31, 2023 and December 31, 2022.

			Fair value measurements as of March 31, 2023
	As of March 31, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In millions)
Forward starting interest rate swaps	$	15.6	$	—	$	15.6	$	—
Foreign currency forwards	6.3		—		6.3		—
Commodity swaps and options	17.1		—		17.1		—
Total	$	39.0	$	—	$	39.0	$	—

			Fair value measurements as of December 31, 2022
	As of December 31, 2022		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In millions)
Forward starting interest rate swaps	$	40.0	$	—	$	40.0	$	—
Foreign currency forwards	7.6		—		7.6		—
Commodity swaps and options	69.0		—		69.0		—
Total	$	116.6	$	—	$	116.6	$	—

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets

Fair Value of Derivative Instruments in the Unaudited Condensed Consolidated Balance Sheets (in millions):

	As of March 31, 2023
			Derivative Assets			Derivative Liabilities
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	15.6	Other liabilities	$	—
Foreign currency forwards	$	218.2	Other current assets	5.3		Accounts payable and other current liabilities	(0.1)
			Other non-current assets	1.2		Other liabilities	(0.1)
Total derivatives designated as hedging instruments				$	22.1		$	(0.2)
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	636.7	Other current assets	$	50.6	Accounts payable and other current liabilities	$	(25.3)
			Other non-current assets	4.2		Other liabilities	(12.4)
Commodity options(1)	$	19.7	Other current assets	1.0		Accounts payable and other current liabilities	(1.0)
Total derivatives not designated as hedging instruments				$	55.8		$	(38.7)

	As of December 31, 2022
			Derivative Assets			Derivative Liabilities
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	40.0	Other liabilities	$	—
Foreign currency forwards	$	176.6	Other current assets	6.2		Accounts payable and other current liabilities	(0.1)
			Other non-current assets	1.6		Other liabilities	(0.1)
Total derivatives designated as hedging instruments				$	47.8		$	(0.2)
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	525.2	Other current assets	$	86.1	Accounts payable and other current liabilities	$	(14.1)
			Other non-current assets	7.4		Other liabilities	(10.4)
Commodity options(1)	$	19.7	Other current assets	0.8		Accounts payable and other current liabilities	(0.8)
Total derivatives not designated as hedging instruments				$	94.3		$	(25.3)

(1)Notional includes offsetting buy and sell positions, shown in terms of absolute value. Buy and sell positions are shown gross in the asset and/or liability position, as appropriate.

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations

The Pretax Effect of Cash Flow Hedge Accounting on Other Comprehensive Income (Loss), Accumulated Other Comprehensive Income (Loss) and Income (Loss) (in millions):

Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivatives		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI into income on derivative
Three Months Ended March 31, 2023
Forward starting interest rate swaps	$	(24.4)	Interest income (expense), net	$	(2.5)
Foreign currency forwards	(0.1)		Cost of goods sold	1.5
			Other non-operating income (expense), net	(0.2)
Total	$	(24.5)		$	(1.2)
Three Months Ended March 31, 2022
Forward starting interest rate swaps	$	80.3	Interest income (expense), net	$	(0.8)
Foreign currency forwards	(1.5)		Cost of goods sold	(0.3)
			Other non-operating income (expense), net	0.1
Total	$	78.8		$	(1.0)

The Pretax Effect of Net Investment Hedge Accounting on Other Comprehensive Income (Loss), Accumulated Other Comprehensive Income (Loss) and Income (Loss) (in millions):

Net investment hedge relationships	Amount of gain (loss) recognized in OCI		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income (amount excluded from effectiveness testing) (1)
Three Months Ended March 31, 2023
EUR 800 million notes due 2024	(10.7)		Other non-operating income (expense), net	—
Total	$	(10.7)		$	—
Three Months Ended March 31, 2022
EUR 800 million notes due 2024	24.2		Other non-operating income (expense), net	—
Total	$	24.2		$	—

(1)Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and period amortization is recorded in other comprehensive income.

Derivatives Not Designated as Hedging Instruments

The Effect of Derivatives Not Designated as Hedging Instruments on the Unaudited Condensed Consolidated Statements of Operations (in millions):

Derivatives not in hedging relationships	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
Three Months Ended March 31, 2023
Commodity swaps	Cost of goods sold	(28.5)
Total		$	(28.5)
Three Months Ended March 31, 2022
Commodity swaps	Cost of goods sold	238.6
Total		$	238.6

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Income Tax (Tables)

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate

	Three Months Ended
	March 31, 2023		March 31, 2022
Effective tax rate	28	%	21	%

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

	MCBC stockholders' equity
	Foreign currency translation adjustments		Gain (loss) on derivative instruments		Pension and postretirement benefit adjustments		Equity method investments		Accumulated other comprehensive income (loss)
	(In millions)
As of December 31, 2022	$	(875.2)	$	32.2	$	(335.1)	$	(27.4)	$	(1,205.5)
Foreign currency translation adjustments	61.5		—		—		—		61.5
Gain (loss) on net investment hedges	(10.7)		—		—		—		(10.7)
Unrealized gain (loss) on derivative instruments	—		(24.5)		—		—		(24.5)
Reclassification of derivative (gain) loss to income (loss)	—		1.2		—		—		1.2
Reclassification of pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss)	—		—		(3.8)		—		(3.8)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	—		—		—		2.0		2.0
Tax benefit (expense)	3.1		5.7		0.9		(0.5)		9.2
As of March 31, 2023	$	(821.3)	$	14.6	$	(338.0)	$	(25.9)	$	(1,170.6)

XML

Other Operating Income (Expense), net (Tables)

3 Months Ended

Mar. 31, 2023

Unusual or Infrequent Items, or Both [Abstract]

Schedule of Other Operating Income (Expense)

We have recorded incurred charges or realized benefits that we believe are significant to our current operating results warranting separate classification in other operating income (expense), net.

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Restructuring
Employee-related charges(1)	$	(0.5)	$	(0.3)
Asset abandonment and other restructuring costs	—		(1.0)
Intangible and tangible asset impairments, excluding goodwill(2)	—		(28.6)
Gains and (losses) on other disposals	—		2.3
Other operating income (expense), net	$	(0.5)	$	(27.6)

(1)See the restructuring section within this footnote for a summary of our restructuring activities.

(2)During the three months ended March 31, 2022, we identified a triggering event related to the Truss joint venture asset group within our Americas segment and recognized an impairment loss of $28.6 million, of which $12.1 million was attributable to the noncontrolling interest. The asset group was measured at fair value primarily using a market approach with Level 3 inputs.

Change in the restructuring accrual

The accrued restructuring balances as of March 31, 2023 represent expected future cash payments required to satisfy our remaining obligations, the majority of which we expect to be paid in the next 12 months.

	Americas		EMEA&APAC		Total
	(In millions)
As of December 31, 2022	$	3.6	$	6.4	$	10.0
Charges incurred and changes in estimates	—		0.5		0.5
Payments made	(0.9)		(3.1)		(4.0)
Foreign currency and other adjustments	0.1		—		0.1
As of March 31, 2023	$	2.8	$	3.8	$	6.6

	Americas		EMEA&APAC		Total
	(In millions)
As of December 31, 2021	$	10.9	$	1.5	$	12.4
Charges incurred and changes in estimates	0.3		—		0.3
Payments made	(3.1)		(0.3)		(3.4)
Foreign currency and other adjustments	0.1		(0.1)		—
As of March 31, 2022	$	8.2	$	1.1	$	9.3

XML

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Net sales by segment

The following tables present net sales and income (loss) before income taxes by segment:

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Americas	$	1,939.0	$	1,836.2
EMEA&APAC	410.1		381.2
Inter-segment net sales eliminations	(2.8)		(2.8)
Consolidated net sales	$	2,346.3	$	2,214.6

Income (loss) before income taxes by segment

	Three Months Ended
	March 31, 2023		March 31, 2022
	(In millions)
Americas	$	233.4	$	87.1
EMEA&APAC	(25.4)		(32.2)
Unallocated	(106.1)		118.8
Consolidated income (loss) before income taxes	$	101.9	$	173.7

Total assets by segment

The following table presents total assets by segment:

	As of
	March 31, 2023		December 31, 2022
	(In millions)
Americas	$	22,207.8	$	22,242.7
EMEA&APAC	3,644.7		3,625.6
Consolidated total assets	$	25,852.5	$	25,868.3

XML

Basis of Presentation and Summary of Significant Accounting Policies - Anti-Dilutive Securities (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Anti-dilutive securities excluded from the computation of diluted EPS (in shares)	1.7	2.2

XML

Basis of Presentation and Summary of Significant Accounting Policies - Dividends (Details)			3 Months Ended
	Feb. 20, 2023 $ / shares	Feb. 20, 2023 $ / shares	Mar. 31, 2022 $ / shares	Mar. 31, 2022 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Dividends declared (in dollars per share)	$ 0.41		$ 0.38
Dividends paid (in dollars per share)		$ 0.55		$ 0.48

XML

Basis of Presentation and Summary of Significant Accounting Policies - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stock repurchase program, authorized amount		$ 200.0
Shares repurchased (in shares)	275	280
Weighted average price (in dollars per share)	$ 52.95	$ 50.40
Aggregate value	$ 14.6	$ 14.1

XML

Basis of Presentation and Summary of Significant Accounting Policies - Non-Cash Activity (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Capital expenditures incurred but not yet paid	$ 203.3	$ 139.9
Stone Brewing Company v.s. MCBC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Loss contingency accrual	57.1	$ 56.0	$ 56.6
Litigation interest	$ 0.5

XML

Basis of Presentation and Summary of Significant Accounting Policies - Share-Based Compensation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
RSU, PSU and DSU Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 9.8	$ 8.5

XML

Basis of Presentation and Summary of Significant Accounting Policies - Supplier Financing (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding supplier financing obligation	$ 115.1	$ 135.2
Termination period	30 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payment terms	60 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payment terms	120 days

XML

Investments - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Variable Interest Entity
Guarantor liability	$ 34.9	$ 33.3
RMMC/RMBC
Variable Interest Entity
Revolving credit facility	$ 8.0	$ 5.0

XML

Investments - Variable Interest Entity (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Variable Interest Entity
Total Assets	$ 25,852.5	$ 25,868.3
Total Liabilities	12,933.5	12,953.1
RMMC/RMBC
Variable Interest Entity
Total Assets	241.3	228.2
Total Liabilities	24.7	21.2
Other
Variable Interest Entity
Total Assets	39.3	43.3
Total Liabilities	$ 15.7	$ 16.1

XML

Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 344.8	$ 269.1
Work in process	82.6	71.9
Raw materials	306.8	290.4
Packaging materials	181.4	161.5
Inventories, net	$ 915.6	$ 792.9

XML

Goodwill and Intangible Assets - Changes in Goodwill (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Gross carrying value of goodwill, beginning balance	$ 8,178.0
Accumulated impairment loss, beginning balance	(2,886.1)
Balance, beginning of the year	5,291.9
Foreign currency translation, net	0.5
Balance, ending of the year	5,292.4
Accumulated impairment loss, ending balance	(2,916.0)
Gross carrying value of goodwill, ending balance	8,208.4
Americas
Goodwill [Roll Forward]
Gross carrying value of goodwill, beginning balance	6,790.4
Accumulated impairment loss, beginning balance	(1,498.5)
Balance, beginning of the year	5,291.9
Foreign currency translation, net	0.5
Balance, ending of the year	5,292.4
Accumulated impairment loss, ending balance	(1,500.4)
Gross carrying value of goodwill, ending balance	6,792.8
EMEA&APAC
Goodwill [Roll Forward]
Gross carrying value of goodwill, beginning balance	1,387.6
Accumulated impairment loss, beginning balance	(1,387.6)
Balance, beginning of the year	0.0
Foreign currency translation, net	0.0
Balance, ending of the year	0.0
Accumulated impairment loss, ending balance	(1,415.6)
Gross carrying value of goodwill, ending balance	$ 1,415.6

XML

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Intangible assets subject to amortization:
Accumulated amortization	$ (1,606.1)	$ (1,552.4)
Total
Gross	14,405.4	14,352.5
Accumulated amortization	(1,606.1)	(1,552.4)
Net	12,799.3	12,800.1
Brands
Intangible assets subject to amortization:
Gross	4,885.1	4,861.1
Accumulated amortization	(1,471.7)	(1,416.7)
Net	3,413.4	3,444.4
Total
Accumulated amortization	(1,471.7)	(1,416.7)
License agreements and distribution rights
Intangible assets subject to amortization:
Gross	202.7	200.0
Accumulated amortization	(110.3)	(108.0)
Net	92.4	92.0
Total
Accumulated amortization	(110.3)	(108.0)
Other
Intangible assets subject to amortization:
Gross	84.7	88.8
Accumulated amortization	(24.1)	(27.7)
Net	60.6	61.1
Total
Accumulated amortization	$ (24.1)	$ (27.7)
Minimum | Brands
Intangible assets subject to amortization:
Useful life	10 years	10 years
Minimum | License agreements and distribution rights
Intangible assets subject to amortization:
Useful life	10 years	15 years
Minimum | Other
Intangible assets subject to amortization:
Useful life	5 years	5 years
Maximum | Brands
Intangible assets subject to amortization:
Useful life	50 years	50 years
Maximum | License agreements and distribution rights
Intangible assets subject to amortization:
Useful life	20 years	20 years
Maximum | Other
Intangible assets subject to amortization:
Useful life	40 years	40 years
Brands
Intangible assets not subject to amortization:
Gross	$ 8,176.8	$ 8,148.6
Distribution networks
Intangible assets not subject to amortization:
Gross	748.5	746.4
Other
Intangible assets not subject to amortization:
Gross	$ 307.6	$ 307.6

XML

Goodwill and Intangible Assets - Amortization Expense (Details) $ in Millions	Mar. 31, 2023 USD ($)
Estimated amortization expense of finite-lived intangible assets
2023 - remaining	$ 153.7
2024	203.6
2025	203.6
2026	185.1
2027	$ 120.6

XML

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Oct. 01, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense of intangible assets	$ 51.1	$ 53.3
Fair value in excess of carrying value threshold			15.00%

XML

Leases - Supplemental Balance Sheet Lease Information (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Operating Leases
Operating lease right-of-use assets	$ 160.9	$ 132.7
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Current operating lease liabilities	$ 46.1	$ 44.7
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accounts payable and other current liabilities	Accounts payable and other current liabilities
Non-current operating lease liabilities	$ 124.6	$ 99.3
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities	Other liabilities
Total operating lease liabilities	$ 170.7	$ 144.0
Finance Leases
Finance lease right-of-use assets	$ 50.7	$ 50.2
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Properties, net	Properties, net
Current finance lease liabilities	$ 5.2	$ 5.3
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt and short-term borrowings	Current portion of long-term debt and short-term borrowings
Non-current finance lease liabilities	$ 55.9	$ 56.2
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt	Long-term debt
Total finance lease liabilities	$ 61.1	$ 61.5

XML

Leases - Supplemental Cash Flow Lease Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash paid for amounts included in the measurements of lease liabilities
Operating cash flows from operating leases	$ 13.3	$ 12.8
Operating cash flows from finance leases	0.9	0.9
Financing cash flows from finance leases	1.2	0.8
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities
Operating leases	38.8	8.8
Finance leases	$ 0.0	$ 1.9

XML

Debt - Schedule (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Finance leases	$ 61.1	$ 61.5
Less: unamortized debt discounts and debt issuance costs	(38.6)	(39.7)
Total long-term debt (including current portion)	6,554.9	6,541.4
Current portion of long-term debt	(377.2)	(376.2)
Total long-term debt	6,177.7	6,165.2
Short-term borrowings	35.5	20.9
Current portion of long-term debt and short-term borrowings	412.7	397.1
Senior notes | CAD 500 million 2.84% notes due July 2023
Debt Instrument [Line Items]
Long-term debt, carrying amount	369.9	368.9
Senior notes | EUR 800 million 1.25% notes due July 2024
Debt Instrument [Line Items]
Long-term debt, carrying amount	867.1	856.4
Senior notes | CAD 500 million 3.44% notes due July 2026
Debt Instrument [Line Items]
Long-term debt, carrying amount	369.9	368.9
Senior notes | $2.0 billion 3.0% notes due July 2026
Debt Instrument [Line Items]
Long-term debt, carrying amount	2,000.0	2,000.0
Senior notes | $1.1 billion 5.0% notes due May 2042
Debt Instrument [Line Items]
Long-term debt, carrying amount	1,100.0	1,100.0
Senior notes | $1.8 billion 4.2% notes due July 2046
Debt Instrument [Line Items]
Long-term debt, carrying amount	1,800.0	1,800.0
Other
Debt Instrument [Line Items]
Long-term debt, carrying amount	$ 25.5	$ 25.4

XML

Debt - Schedule (Parenthetical) (Details)	Mar. 31, 2023 CAD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 EUR (€)
CAD 500 million 2.84% notes due July 2023
Debt Instrument [Line Items]
Debt instrument, face amount	$ 500,000,000
Debt Instrument, interest rate	2.84%	2.84%	2.84%
EUR 800 million 1.25% notes due July 2024
Debt Instrument [Line Items]
Debt instrument, face amount | €			€ 800,000,000
Debt Instrument, interest rate	1.25%	1.25%	1.25%
CAD 500 million 3.44% notes due July 2026
Debt Instrument [Line Items]
Debt instrument, face amount	$ 500,000,000
Debt Instrument, interest rate	3.44%	3.44%	3.44%
$2.0 billion 3.0% notes due July 2026
Debt Instrument [Line Items]
Debt instrument, face amount		$ 2,000,000,000.0
Debt Instrument, interest rate	3.00%	3.00%	3.00%
$1.1 billion 5.0% notes due May 2042
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,100,000,000
Debt Instrument, interest rate	5.00%	5.00%	5.00%
$1.8 billion 4.2% notes due July 2046
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,800,000,000
Debt Instrument, interest rate	4.20%	4.20%	4.20%

XML

Debt - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Long-term debt, fair value	$ 6,000,000,000	$ 5,900,000,000
Commercial paper
Debt Instrument [Line Items]
Commercial paper borrowings	0	0
Revolving credit facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	1,500,000,000
Revolving credit facility | Line of credit
Debt Instrument [Line Items]
Commercial paper borrowings	$ 0	0
Quarter Ending March 31, 2023 | Revolving credit facility | Line of credit
Debt Instrument [Line Items]
Quarterly leverage ratio, further reduction	4.00
EMEA&APAC
Debt Instrument [Line Items]
Overdraft facility	$ 27,500,000	15,900,000
Bank cash	53,600,000	49,700,000
Bank cash, net of overdrafts	26,100,000	33,800,000
USD, CAD and GBP Overdraft Facility
Debt Instrument [Line Items]
Short-term debt	$ 0	$ 0

XML

Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 30, 2022
Schedule of Trading Securities and Other Trading Assets
Cash flow hedge gain (loss), recorded in AOCI to be reclassed within twelve months	$ 1
Reclassification term	12 months
Maximum term of time in cash flow hedge	3 years
$500 million 3.5% notes due 2022
Schedule of Trading Securities and Other Trading Assets
Debt instrument, face amount		$ 500
Debt Instrument, interest rate		3.50%

XML

Derivative Instruments and Hedging Activities - Derivative Fair Value (Details) - Fair value, recurring - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	$ 39.0	$ 116.6
Forward starting interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	15.6	40.0
Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	6.3	7.6
Commodity swaps and options
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	17.1	69.0
Quoted prices in active markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	0.0	0.0
Quoted prices in active markets (Level 1) | Forward starting interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	0.0	0.0
Quoted prices in active markets (Level 1) | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	0.0	0.0
Quoted prices in active markets (Level 1) | Commodity swaps and options
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	0.0	0.0
Significant other observable inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	39.0	116.6
Significant other observable inputs (Level 2) | Forward starting interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	15.6	40.0
Significant other observable inputs (Level 2) | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	6.3	7.6
Significant other observable inputs (Level 2) | Commodity swaps and options
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	17.1	69.0
Significant unobservable inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	0.0	0.0
Significant unobservable inputs (Level 3) | Forward starting interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	0.0	0.0
Significant unobservable inputs (Level 3) | Foreign currency forwards
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	0.0	0.0
Significant unobservable inputs (Level 3) | Commodity swaps and options
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, fair value, net	$ 0.0	$ 0.0

XML

Derivative Instruments and Hedging Activities - Fair Value Balance Sheet (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Derivatives designated as hedging instruments
Derivative asset, fair value, designated as hedging instrument	$ 22.1	$ 47.8
Derivative liability, fair value, designated as hedging instrument	(0.2)	(0.2)
Derivatives not designated as hedging instruments
Derivative asset, not designated as hedging instrument, fair value	55.8	94.3
Derivative liability, not designated as hedging instrument, fair value	(38.7)	(25.3)
Forward starting interest rate swaps | Designated as hedging instruments | Cash flow hedges
Derivatives designated as hedging instruments
Notional amount	1,000.0	1,000.0
Derivatives not designated as hedging instruments
Notional amount	1,000.0	1,000.0
Foreign currency forwards | Designated as hedging instruments | Cash flow hedges
Derivatives designated as hedging instruments
Notional amount	218.2	176.6
Derivatives not designated as hedging instruments
Notional amount	218.2	176.6
Commodity swaps | Not designated as hedging instruments
Derivatives designated as hedging instruments
Notional amount	636.7	525.2
Derivatives not designated as hedging instruments
Notional amount	636.7	525.2
Commodity options | Not designated as hedging instruments
Derivatives designated as hedging instruments
Notional amount	19.7	19.7
Derivatives not designated as hedging instruments
Notional amount	19.7	19.7
Other non-current assets | Forward starting interest rate swaps
Derivatives designated as hedging instruments
Derivative asset, fair value, designated as hedging instrument	15.6	40.0
Other non-current assets | Foreign currency forwards
Derivatives designated as hedging instruments
Derivative asset, fair value, designated as hedging instrument	1.2	1.6
Other non-current assets | Commodity swaps
Derivatives not designated as hedging instruments
Derivative asset, not designated as hedging instrument, fair value	4.2	7.4
Other current assets | Foreign currency forwards
Derivatives designated as hedging instruments
Derivative asset, fair value, designated as hedging instrument	5.3	6.2
Other current assets | Commodity swaps
Derivatives not designated as hedging instruments
Derivative asset, not designated as hedging instrument, fair value	50.6	86.1
Other current assets | Commodity options
Derivatives not designated as hedging instruments
Derivative asset, not designated as hedging instrument, fair value	1.0	0.8
Other liabilities | Forward starting interest rate swaps
Derivatives designated as hedging instruments
Derivative liability, fair value, designated as hedging instrument	0.0	0.0
Other liabilities | Foreign currency forwards
Derivatives designated as hedging instruments
Derivative liability, fair value, designated as hedging instrument	(0.1)	(0.1)
Other liabilities | Commodity swaps
Derivatives not designated as hedging instruments
Derivative liability, not designated as hedging instrument, fair value	(12.4)	(10.4)
Accounts payable and other current liabilities | Foreign currency forwards
Derivatives designated as hedging instruments
Derivative liability, fair value, designated as hedging instrument	(0.1)	(0.1)
Accounts payable and other current liabilities | Commodity swaps
Derivatives not designated as hedging instruments
Derivative liability, not designated as hedging instrument, fair value	(25.3)	(14.1)
Accounts payable and other current liabilities | Commodity options
Derivatives not designated as hedging instruments
Derivative liability, not designated as hedging instrument, fair value	$ (1.0)	$ (0.8)

XML

Derivative Instruments and Hedging Activities - Effect of Fair Value and Cash Flow Hedge Accounting (Details) - Cash flow hedges - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative [Line Items]
Amount of gain (loss) recognized in OCI on derivatives	$ (24.5)	$ 78.8
Amount of gain (loss) recognized from AOCI into income on derivative	(1.2)	(1.0)
Forward starting interest rate swap
Derivative [Line Items]
Amount of gain (loss) recognized in OCI on derivatives	(24.4)	80.3
Forward starting interest rate swap | Interest income (expense), net
Derivative [Line Items]
Amount of gain (loss) recognized from AOCI into income on derivative	(2.5)	(0.8)
Foreign currency forwards
Derivative [Line Items]
Amount of gain (loss) recognized in OCI on derivatives	(0.1)	(1.5)
Foreign currency forwards | Cost of goods sold
Derivative [Line Items]
Amount of gain (loss) recognized from AOCI into income on derivative	1.5	(0.3)
Foreign currency forwards | Other non-operating income (expense), net
Derivative [Line Items]
Amount of gain (loss) recognized from AOCI into income on derivative	$ (0.2)	$ 0.1

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Derivative Instruments and Hedging Activities - Cash Flow Hedges (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2023 EUR (€)
Net investment hedging
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on net investment hedges	$ (10.7)	$ 24.2
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	0.0	0.0
EUR 800 million 1.25% notes due July 2024
Derivative Instruments, Gain (Loss) [Line Items]
Debt instrument, face amount | €			€ 800,000,000
EUR 800 million 1.25% notes due July 2024 | Senior notes | Net investment hedging | Other non-operating income (expense), net
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on net investment hedges	(10.7)	24.2
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	$ 0.0	$ 0.0

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Derivative Instruments and Hedging Activities - Other Derivatives (Details) - Not designated as hedging instruments - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Gain (Loss) on Derivative Instruments:
Amount of gain (loss) recognized in income on derivative	$ (28.5)	$ 238.6
Commodity swaps | Cost of goods sold
Gain (Loss) on Derivative Instruments:
Amount of gain (loss) recognized in income on derivative	$ (28.5)	$ 238.6

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Income Tax - Schedule of Effective Tax Rate (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	28.00%	21.00%

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Income Tax - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Tax expense (benefit)	$ (7.5)	$ 0.9

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Commitments and Contingencies - Loss Contingency (Details) - USD ($) $ in Millions		3 Months Ended
	Mar. 07, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Loss Contingencies [Line Items]
Accrual for litigation, other Disputes and environmental loss contingencies		$ 79.4	$ 77.0
Master Framework Agreement period		10 years
Guarantor liability		$ 34.9	33.3
Stone Brewing Company v.s. MCBC
Loss Contingencies [Line Items]
Loss contingency accrual		57.1	56.6	$ 56.0
Pending litigation | Stone Brewing Company v.s. MCBC
Loss Contingencies [Line Items]
Damages awarded	$ 56.0
Kaiser Tax, Civil and Labor Indemnity Reserve
Loss Contingencies [Line Items]
Loss contingency accrual		11.3	$ 7.6
Maximum | Kaiser purchased tax credits indemnity reserve, category two
Loss Contingencies [Line Items]
Loss contingency, estimate of possible loss		$ 69.1

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Accumulated Other Comprehensive Income (Loss) - Rollforward (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 12,915.2
Ending balance	12,919.0
Foreign currency translation adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(875.2)
Tax benefit (expense)	3.1
Ending balance	(821.3)
Accumulated foreign currency adjustment, excluding net investment hedging, attributable to parent
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
OCI before reclassifications before tax	61.5
Accumulated foreign currency adjustment, net investment hedging, attributable to parent
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
OCI before reclassifications before tax	(10.7)
AOCI foreign currency translation adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
OCI before reclassifications before tax	61.5
Gain (loss) on derivative instruments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	32.2
OCI before reclassifications before tax	(24.5)
Reclassification of AOCI, current period, before tax	1.2
Tax benefit (expense)	5.7
Ending balance	14.6
Pension and postretirement benefit adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(335.1)
Reclassification of AOCI, current period, before tax	(3.8)
Tax benefit (expense)	0.9
Ending balance	(338.0)
Equity method investments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(27.4)
OCI before reclassifications before tax	2.0
Tax benefit (expense)	(0.5)
Ending balance	(25.9)
Accumulated other comprehensive income (loss)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(1,205.5)
Tax benefit (expense)	9.2
Ending balance	$ (1,170.6)

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Other Operating Income (Expense), net - Schedule of Other Operating Income (Expense) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Other operating income (expense), net	$ (0.5)	$ (27.6)
Employee-related charges
Restructuring Cost and Reserve [Line Items]
Other operating income (expense), net	(0.5)	(0.3)
Asset abandonment and other restructuring costs
Restructuring Cost and Reserve [Line Items]
Other operating income (expense), net	0.0	(1.0)
Intangible and tangible asset impairments, excluding goodwill
Restructuring Cost and Reserve [Line Items]
Other operating income (expense), net	0.0	(28.6)
Intangible and tangible asset impairments, excluding goodwill | Americas
Restructuring Cost and Reserve [Line Items]
Impairment loss		28.6
Special items, noncontrolling interest		12.1
Gains and (losses) on other disposals
Restructuring Cost and Reserve [Line Items]
Other operating income (expense), net	$ 0.0	$ (2.3)

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Other Operating Income (Expense), net - Change in the restructuring accrual (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Payment of severance obligations, term	12 months
Employee severance
Changes in restructuring accruals [Roll Forward]
Beginning balance of restructuring accruals	$ 10.0	$ 12.4
Charges incurred and changes in estimates	0.5	0.3
Payments made	(4.0)	(3.4)
Foreign currency and other adjustments	0.1	0.0
Ending balance of restructuring accruals	6.6	9.3
Employee severance | Americas
Changes in restructuring accruals [Roll Forward]
Beginning balance of restructuring accruals	3.6	10.9
Charges incurred and changes in estimates	0.0	0.3
Payments made	(0.9)	(3.1)
Foreign currency and other adjustments	0.1	0.1
Ending balance of restructuring accruals	2.8	8.2
Employee severance | EMEA&APAC
Changes in restructuring accruals [Roll Forward]
Beginning balance of restructuring accruals	6.4	1.5
Charges incurred and changes in estimates	0.5	0.0
Payments made	(3.1)	(0.3)
Foreign currency and other adjustments	0.0	(0.1)
Ending balance of restructuring accruals	$ 3.8	$ 1.1

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Segment Reporting - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 2,346.3	$ 2,214.6
Americas | One Customer
Segment Reporting Information [Line Items]
Net sales	$ 200.0

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Segment Reporting - Net Sales (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Consolidated net sales	$ 2,346.3	$ 2,214.6
Inter-segment net sales eliminations
Segment Reporting Information [Line Items]
Consolidated net sales	(2.8)	(2.8)
Americas | Operating Segments
Segment Reporting Information [Line Items]
Consolidated net sales	1,939.0	1,836.2
EMEA&APAC | Operating Segments
Segment Reporting Information [Line Items]
Consolidated net sales	$ 410.1	$ 381.2

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Segment Reporting - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Income (loss) before income taxes	$ 101.9	$ 173.7
Unallocated
Segment Reporting Information [Line Items]
Income (loss) before income taxes	(106.1)	118.8
Americas | Operating Segments
Segment Reporting Information [Line Items]
Income (loss) before income taxes	233.4	87.1
EMEA&APAC | Operating Segments
Segment Reporting Information [Line Items]
Income (loss) before income taxes	$ (25.4)	$ (32.2)

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Segment Reporting - Total Assets (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total assets	$ 25,852.5	$ 25,868.3
Americas
Segment Reporting Information [Line Items]
Total assets	22,207.8	22,242.7
EMEA&APAC
Segment Reporting Information [Line Items]
Total assets	$ 3,644.7	$ 3,625.6