Molson Coors Beverage Company

11/05/2026 | Press release | Distributed by Public on 11/05/2026 07:49

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
For more than two centuries, we have brewed beverages that unite people to celebrate all life's moments. From our core power brands, Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko, to our above premium brands, including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel's Summer Shandy, to our value brands, like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer and Monaco, spirits and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy and Fever-Tree, among others, through license, distribution, partnership and joint venture agreements. 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, 2025 ("Annual Report"), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report. The results of operations for the three and nine months ended September 30, 2026, 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 its reporting segments. Our reporting segments include the Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in Latin America. Our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, 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 year 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.
Global Market Conditions and Competitive Trends
Our industry is experiencing and continues to navigate a dynamic macroeconomic environment driven by tariffs and shifting global trade policies as well as other geopolitical events including the recent conflict in Iran which have impacted and may continue to impact economic growth, consumer confidence, supply chain pressures, commodity cost volatility and other inflation, and foreign currency exchange rates.
For example, the surcharge added to the base price of aluminum in the U.S., known as the Midwest Premium, has risen substantially since the second quarter of 2025, and base aluminum and fuel prices have also been volatile and remain at elevated levels. Further, we have experienced a tightening of the freight market in the U.S. and expect this to continue in the near term. In addition to impacting the prices of raw materials, a constant or periodic change in these commodities has decreased and may continue to decrease our profit margins or we may pass on the increased costs to our customers, which could in turn result in the loss of sales if the end consumer is not willing to pay the increased price.
Further, the associated impacts of the macroeconomic environment on the beer industries in which we operate has resulted in lower consumer confidence and heightened competitive activity resulting in market share reductions of our products in certain regions and segments. The magnitude of the resulting impacts on our business are dependent on the evolution of the global macroeconomic environment and the competitive landscape, including whether share losses are sustained. The economic and competitive pressures on our Company and our consumers' consumption behavior and preferences have negatively impacted, and may continue to negatively impact, our results of operations during this volatile period.
We plan to continue to evaluate and implement strategies which are designed to help mitigate the impact on our business, consolidated results of operations and financial condition while continuing to support our long-term strategic growth and capital allocation priorities, including but not limited to hedging commodities as well as cost savings programs and initiatives.
Items Affecting the Americas Segment Results of Operations
CDC Distribution Agreements
During the third quarter of 2026, certain brand owners sought to terminate their distribution agreements with CDC, our wholly owned distributor in Colorado. In response to this, CDC is pursuing legal actions to enforce its rights under the distribution agreements and applicable law. As of the date of this report, we do not anticipate that this development will have a material impact on our results of operations for the year ended December 31, 2026. The outcome of these legal actions remains uncertain. However, these brands represent an immaterial amount of our Americas' net sales and income (loss) before income taxes for the year ended December 31, 2025 as well as for the nine months ended September 30, 2026.
Atomic Brands, Inc. Acquisition
On April 1, 2026, we acquired Atomic Brands, Inc., the maker of Monaco Cocktails ("Monaco") for a purchase price and cash paid of approximately $275 million. Monaco is a pioneering brand in the ready-to-drink ("RTD") cocktail segment known for combining bold flavors and quality with convenient ready-to-drink packaging. The acquisition is aligned with our strategy to expand beyond the beer aisle, especially into RTD cocktails. The acquisition was accounted for as a business combination, with approximately $65 million of consideration allocated to a definite-lived brand intangible asset to be amortized over a 15-year period and the remainder primarily allocated to goodwill of approximately $200 million for the amount in excess of net identifiable assets acquired as well as other working capital balances.
Midwest Premium Pricing
We continued to incur elevated costs attributable to Midwest Premium pricing. Midwest Premium pricing had approximately a $30 million and $100 million unfavorable impact on our cost of goods sold during the three and nine months ended September 30, 2026, respectively. We expect this unfavorable impact to continue the remainder of 2026 and as a result, we anticipate Midwest Premium pricing to have an approximate $130 million unfavorable impact on our cost of goods sold for the year ending December 31, 2026 when compared to prior year.
Goodwill Impairment
During the third quarter of 2025, we recorded a partial goodwill impairment charge of $3,645.7 million to goodwill impairment in the unaudited condensed consolidated statements of operations related to our Americas reporting unit.
Intangible Asset Impairment
During the third quarter of 2025, we recorded a full impairment charge of $75.3 million related to our Blue Run Spirits definite-lived intangible asset within other operating income (expense), net in the unaudited condensed consolidated statements of operations. See Part I.-Item 1. Financial Statements, Note 5, "Goodwill and Intangible Assets" for further information.
Items Affecting the EMEA&APAC Segment Results of Operations
Intangible Asset Impairment
During the third quarter of 2025, we recorded a partial impairment charge of $198.6 million related to our Staropramen family of brands indefinite-lived intangible asset within other operating income (expense), net in the unaudited condensed consolidated statements of operations.
Consolidated Results of Operations
The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and September 30, 2025. See Part I.-Item 1. Financial Statements for additional details of our U.S. GAAP results.
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 % change September 30, 2026 September 30, 2025 % change
(In millions, except percentages and per share data)
Net sales $ 2,926.5 $ 2,973.5 (1.6) % $ 8,374.1 $ 8,478.4 (1.2) %
Cost of goods sold (1,896.1) (1,800.0) 5.3 % (5,383.2) (5,172.1) 4.1 %
Gross profit 1,030.4 1,173.5 (12.2) % 2,990.9 3,306.3 (9.5) %
Marketing, general and administrative expenses (633.5) (686.7) (7.7) % (1,962.0) (2,033.0) (3.5) %
Goodwill impairment - (3,645.7) (100.0) % - (3,645.7) (100.0) %
Other operating income (expense), net (9.3) (275.2) (96.6) % (58.0) (300.3) (80.7) %
Equity income (loss) 3.0 3.0 0.0 % 9.9 11.5 (13.9) %
Operating income (loss) 390.6 (3,431.1) N/M 980.8 (2,661.2) N/M
Total non-operating income (expense), net (48.4) (64.4) (24.8) % (160.8) (123.1) 30.6 %
Income (loss) before income taxes 342.2 (3,495.5) N/M 820.0 (2,784.3) N/M
Income tax benefit (expense) (77.0) 558.6 N/M (183.1) 394.8 N/M
Net income (loss) 265.2 (2,936.9) N/M 636.9 (2,389.5) N/M
Net (income) loss attributable to noncontrolling interests 6.3 9.3 (32.3) % 17.6 11.6 51.7 %
Net income (loss) attributable to MCBC $ 271.5 $ (2,927.6) N/M $ 654.5 $ (2,377.9) N/M
Net income (loss) attributable to MCBC per diluted share $ 1.45 $ (14.79) N/M $ 3.48 $ (11.87) N/M
Financial volume in hectoliters 18.809 19.385 (3.0) % 53.507 55.664 (3.9) %
N/M = Not meaningful
Foreign Currency Impacts on Results
For the three months ended September 30, 2026, foreign currency movements had the following impacts on our USD consolidated results:
•Net sales - Unfavorable impact of $10.9 million (Unfavorable impact for Americas and EMEA&APAC of $5.6 million and $5.3 million, respectively).
•Cost of goods sold - Favorable impact of $6.5 million (Favorable impact for Americas and EMEA&APAC of $3.5 million and $3.0 million, respectively).
•MG&A - Favorable impact of $2.3 million (Favorable impact for Americas and EMEA&APAC of $1.3 million and $1.0 million, respectively).
•Income (loss) before income taxes - Unfavorable impact of $2.7 million (Unfavorable impact for EMEA&APAC and Americas of $2.2 million and $1.0 million, respectively, partially offset by the favorable impact for Unallocated of $0.5 million).
The impacts of foreign currency movements on our consolidated USD results described above for the three months ended September 30, 2026 were primarily due to the strengthening of the USD compared to the CAD and other operating currencies in Europe.
For the nine months ended September 30, 2026, foreign currency movements had the following impacts on our USD consolidated results:
•Net sales - Favorable impact of $44.7 million (Favorable impact for EMEA&APAC and Americas of $39.8 million and $4.9 million, respectively).
•Cost of goods sold - Unfavorable impact of $32.2 million (Unfavorable impact for EMEA&APAC and Americas of $30.4 million and $3.4 million, respectively, partially offset by the favorable impact for Unallocated of $1.6 million).
•MG&A - Unfavorable impact of $16.7 million (Unfavorable impact for EMEA&APAC and Americas of $14.4 million and $2.3 million, respectively).
•Income (loss) before income taxes - Unfavorable impact of $7.7 million (Unfavorable impact for EMEA&APAC and Americas of $6.9 million and $4.7 million, respectively, partially offset by the favorable impact for Unallocated of $3.9 million).
The impacts of foreign currency movements on our consolidated USD results described above for the nine months ended September 30, 2026, were primarily due to the weakening of the USD compared to the CAD, GBP and other operating currencies in Europe.
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, factored non-owned volume and company-owned distributor volume. This metric is presented on a sales-to-wholesalers basis to reflect the sales from our operations to our direct customers, generally distributors. We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements. Factored volume in our EMEA&APAC segment represents the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel, which is a common arrangement in the U.K. and other European countries.
Net sales
The following table highlights the drivers of the change in net sales for the three months ended September 30, 2026, compared to September 30, 2025 (in percentages):
Financial Volume Price and Sales Mix Currency Total
Consolidated net sales (3.0) % 1.8 % (0.4) % (1.6) %
Net sales decreased 1.6% for the three months ended September 30, 2026, compared to prior year, driven by lower financial volume and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.
Financial volume decreased 3.0% for the three months ended September 30, 2026, compared to prior year, primarily due to lower shipments in both the Americas and EMEA&APAC segments.
Price and sales mix favorably impacted net sales by 1.8% for the three months ended September 30, 2026, compared to prior year, primarily due to increased net pricing in the Americas segment and favorable sales mix as a result of premiumization in the EMEA&APAC segment.
The following table highlights the drivers of the change in net sales for the nine months ended September 30, 2026, compared to September 30, 2025 (in percentages):
Financial Volume Price and Sales Mix Currency Total
Consolidated net sales (3.9) % 2.1 % 0.6 % (1.2) %
Net sales decreased 1.2% for the nine months ended September 30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix as well as favorable foreign currency impacts.
Financial volume decreased 3.9% for the nine months ended September 30, 2026, compared to prior year, primarily due to lower shipments in both the Americas and EMEA&APAC segments.
Price and sales mix favorably impacted net sales by 2.1% for the nine months ended September 30, 2026, compared to prior year, primarily due to increased net pricing in the Americas segment and favorable sales mix as a result of premiumization in the EMEA&APAC segment.
A discussion of currency impacts on net sales for the three and nine months ended September 30, 2026 is included in the "Foreign currency impacts on results" section above.
Cost of goods sold
We utilize cost of goods sold per hectoliter, as well as the year over year changes in this metric, as a key metric for analyzing our results. This metric is calculated as cost of goods sold per our unaudited condensed consolidated statements of operations divided by financial volume for the respective period. We believe this metric is important and useful for investors and management because it provides an indication of the trends of mix and other cost impacts on our cost of goods sold.
Cost of goods sold increased 5.3% for the three months ended September 30, 2026, compared to prior year, primarily due to higher cost of goods sold per hectoliter, partially offset by lower financial volume. Cost of goods sold per hectoliter increased 8.6% for the three months ended September 30, 2026, compared to prior year, primarily due to cost inflation related to materials, logistics and manufacturing expenses, including approximately $30 million of an unfavorable impact attributable to Midwest Premium pricing, volume deleverage, unfavorable changes in our unrealized mark-to-market commodity derivative positions of $14.7 million and unfavorable mix driven by premiumization, partially offset by cost savings initiatives.
Cost of goods sold increased 4.1% for the nine months ended September 30, 2026, compared to prior year, primarily due to higher cost of goods sold per hectoliter and unfavorable foreign currency impacts, partially offset by lower financial volume. Cost of goods sold per hectoliter increased 8.3% for the nine months ended September 30, 2026, compared to prior year, primarily due to cost inflation related to materials, logistics and manufacturing expenses including approximately $100 million of an unfavorable impact attributable to Midwest Premium pricing, unfavorable mix driven by premiumization, volume deleverage, unfavorable changes in our unrealized mark-to-market commodity derivative positions of $42.2 million and unfavorable foreign currency impacts, partially offset by cost savings initiatives.
A discussion of currency impacts on cost of goods sold for the three and nine months ended September 30, 2026, is included in the "Foreign currency impacts on results" section above.
Marketing, general and administrative expenses
MG&A expenses decreased 7.7% for the three months ended September 30, 2026, compared to prior year, primarily due to lower marketing expense as a result of targeted cost reductions as well as cost savings initiatives including lower employee-related costs due to restructuring activities, partially offset by costs incurred related to our global modernization ERP system implementation project.
MG&A expenses decreased 3.5% for the nine months ended September 30, 2026, compared to prior year, primarily due to lower marketing expense as a result of targeted cost reductions, the cycling of approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition in the prior year, as well as cost savings initiatives including lower employee-related costs due to restructuring activities, partially offset by higher incentive compensation and costs incurred related to our global modernization ERP system implementation project.
A discussion of currency impacts on MG&A expenses for the three and nine months ended September 30, 2026, is included in the "Foreign currency impacts on results" section above.
Goodwill impairment
During the third quarter of 2025, we identified a triggering event that indicated it was more likely than not that the carrying value of the Americas reporting unit exceeded its fair value resulting in a $3,645.7 million partial goodwill impairment charge.
Other operating income (expense), net
Other operating expense, net decreased $265.9 million and $242.3 million for the three and nine months ended September 30, 2026, respectively, compared to prior year, primarily due to the cycling of intangible asset impairments of $273.9 million from the prior year, partially offset by higher restructuring charges.
Total non-operating income (expense), net
Total non-operating expense, net decreased 24.8% for the three months ended September 30, 2026, compared to prior year, primarily due to the favorable fair value change of our investment in Fevertree Drinks plc of $17.7 million.
Total non-operating expense, net increased 30.6% for the nine months ended September 30, 2026, compared to prior year, primarily due to the unfavorable fair value change of our investment in Fevertree Drinks plc of $36.4 million.
Income tax benefit (expense)
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Effective tax rate 23 % 16 % 22 % 14 %
The higher effective tax rate for the three and nine months ended September 30, 2026, compared to the prior year, was primarily due to the $3,645.7 million partial goodwill impairment recorded in the third quarter of 2025, a portion of which was not deductible for tax purposes.
Our effective tax rate can be volatile and may change with, among other things, the amount and source of pretax 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.
Segment Results of Operations
Americas Segment
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 % change September 30, 2026 September 30, 2025 % change
(In millions, except percentages)
Net sales(1)
$ 2,232.8 $ 2,260.0 (1.2) % $ 6,535.7 $ 6,646.6 (1.7) %
Income (loss) before income taxes $ 320.2 $ (3,345.4) N/M $ 917.7 $ (2,597.9) N/M
Financial volume in hectoliters(1)(2)
13.333 13.738 (2.9) % 39.086 40.787 (4.2) %
N/M = Not meaningful
(1)Includes gross inter-segment sales and volume which are eliminated in the consolidated totals.
(2)Excludes royalty volume of 0.762 million hectoliters and 2.203 million hectoliters for the three and nine months ended September 30, 2026, respectively, and excludes royalty volume of 0.701 million hectoliters and 2.067 million hectoliters for the three and nine months ended September 30, 2025, respectively.
Net sales
The following table highlights the drivers of the change in net sales for the three months ended September 30, 2026, compared to September 30, 2025 (in percentages):
Financial Volume Price and Sales Mix Currency Total
Americas net sales (2.9) % 1.9 % (0.2) % (1.2) %
Net sales decreased 1.2% for the three months ended September 30, 2026, compared to prior year, driven by lower financial volume and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.
Financial volume decreased 2.9% for the three months ended September 30, 2026, compared to prior year, primarily due to lower financial volume in the U.S. driven by our core and value brands and industry softness, partially offset by the favorable timing of shipments.
Price and sales mix favorably impacted net sales by 1.9% for the three months ended September 30, 2026, compared to prior year, primarily due to increased net pricing and favorable sales mix as a result of positive brand mix.
The following table highlights the drivers of the change in net sales for the nine months ended September 30, 2026, compared to September 30, 2025 (in percentages):
Financial Volume Price and Sales Mix Currency Total
Americas net sales (4.2) % 2.5 % - % (1.7) %
Net sales decreased 1.7% for the nine months ended September 30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix.
Financial volume decreased 4.2% for the nine months ended September 30, 2026, compared to prior year, primarily due to lower financial volumes in the U.S. driven by our core and value brands and industry softness, partially offset by the favorable timing of shipments.
Price and sales mix favorably impacted net sales by 2.5% for the nine months ended September 30, 2026, compared to prior year, primarily due to increased net pricing and favorable sales mix as a result of positive brand mix.
A discussion of currency impacts on net sales for the three and nine months ended September 30, 2026 is included in the "Foreign currency impacts on results" section above.
Income (loss) before income taxes
Income before income taxes of $320.2 million increased $3,665.6 million for the three months ended September 30, 2026, compared to a loss before income taxes in the prior year, primarily due to the cycling of the $3,645.7 million prior year partial goodwill impairment charge, the cycling of the $75.3 million prior full impairment charge to our definite-lived intangible asset related to the Blue Run Spirits asset group, increased net pricing, lower MG&A and favorable changes in the fair value of our investment in Fevertree Drinks plc of $17.7 million, partially offset by cost inflation related to materials, logistics and manufacturing expenses, including approximately $30 million of an unfavorable impact attributable to Midwest Premium pricing and lower financial volume. Lower MG&A was primarily driven by lower marketing expense due to targeted cost reductions and cost savings initiatives, including lower employee-related costs from our Americas Restructuring Plan, partially offset by higher incentive compensation and costs incurred related to our global modernization ERP system implementation project.
Income before income taxes of $917.7 million increased $3,515.6 million for the nine months ended September 30, 2026, compared to a loss before income taxes in the prior year, primarily due to the cycling of the $3,645.7 million prior year partial goodwill impairment charge, increased net pricing, the cycling of the $75.3 million prior year full impairment charge to our definite-lived intangible asset related to the Blue Run Spirits asset group, lower MG&A and cost savings initiatives, partially offset by cost inflation related to materials, logistics and manufacturing expenses, including approximately $100 million of an unfavorable impact attributable to Midwest Premium pricing, lower financial volume and unfavorable changes in the fair value of our investment in Fevertree Drinks plc of $36.4 million. Lower MG&A was primarily driven by lower marketing expense due to targeted cost reductions, cost savings initiatives including lower employee-related costs from our Americas Restructuring Plan and the cycling of approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition in the prior year, partially offset by higher incentive compensation and costs incurred related to our global modernization ERP system implementation project.
A discussion of currency impacts on income (loss) before income taxes for the three and nine months ended September 30, 2026 is included in the "Foreign currency impacts on results" section above.
EMEA&APAC Segment
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 % change September 30, 2026 September 30, 2025 % change
(In millions, except percentages)
Net sales(1)
$ 701.4 $ 721.0 (2.7) % $ 1,858.3 $ 1,852.2 0.3 %
Income (loss) before income taxes $ 81.8 $ (110.4) N/M $ 68.0 $ (64.8) N/M
Financial volume in hectoliters(1)(2)
5.479 5.649 (3.0) % 14.428 14.882 (3.1) %
N/M = Not meaningful
(1)Includes gross inter-segment sales and volume which are eliminated in the consolidated totals.
(2)Excludes royalty volume of 0.376 million hectoliters and 0.952 million hectoliters for the three and nine months ended September 30, 2026, respectively, and excludes royalty volume of 0.347 million hectoliters and 0.903 million hectoliters for the three and nine months ended September 30, 2025, respectively.
Net sales
The following table highlights the drivers of the change in net sales for the three months ended September 30, 2026, compared to September 30, 2025 (in percentages):
Financial Volume Price and Sales Mix Currency Total
EMEA&APAC net sales (3.0) % 1.0 % (0.7) % (2.7) %
Net sales decreased 2.7% for the three months ended September 30, 2026, compared to prior year, driven by lower financial volume and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.
Financial volume decreased 3.0% for the three months ended September 30, 2026, compared to prior year, primarily due to lower volume in the U.K. driven by soft market demand and a heightened competitive landscape.
Price and sales mix favorably impacted net sales by 1.0% for the three months ended September 30, 2026, compared to prior year, primarily due to premiumization, partially offset by increased promotional activity and unfavorable channel mix.
The following table highlights the drivers of the change in net sales for the nine months ended September 30, 2026, compared to September 30, 2025 (in percentages):
Financial Volume Price and Sales Mix Currency Total
EMEA&APAC net sales (3.1) % 1.3 % 2.1 % 0.3 %
Net sales increased 0.3% for the nine months ended September 30, 2026, compared to prior year, driven by favorable foreign currency impacts and favorable price and sales mix, partially offset by lower financial volume.
Financial volume decreased 3.1% for the nine months ended September 30, 2026, compared to prior year, primarily due to lower volume in the U.K. and in Central and Eastern Europe, driven by soft market demand and a heightened competitive landscape, mainly in our core and value brands.
Price and sales mix favorably impacted net sales by 1.3% for the nine months ended September 30, 2026, compared to prior year, primarily due to premiumization, partially offset by increased promotional activity and unfavorable channel mix.
A discussion of currency impacts on net sales for the three and nine months ended September 30, 2026, is included in the "Foreign currency impacts on results" section above.
Income (loss) before income taxes
Income before income taxes of $81.8 million increased $192.2 million for the three months ended September 30, 2026, compared to a loss before income taxes in the prior year, primarily due to the cycling of the $198.6 million prior year partial impairment charge of the indefinite-lived intangible asset related to the Staropramen family of brands and lower MG&A, partially offset by cost inflation related to materials, logistics and manufacturing expenses and lower financial volume. Lower MG&A was primarily driven by lower marketing expense as a result of targeted cost reductions, lower incentive compensation and cost savings initiatives.
Income before income taxes of $68.0 million increased $132.8 million for the nine months ended September 30, 2026, compared to a loss before income taxes in the prior year, primarily due to the cycling of the $198.6 million prior year partial impairment charge of the indefinite-lived intangible asset related to the Staropramen family of brands and lower MG&A, partially offset by cost inflation related to materials, logistics and manufacturing expenses, lower financial volume and unfavorable foreign currency impacts. Lower MG&A was primarily driven by lower marketing expense as a result of targeted cost reductions and cost savings initiatives.
A discussion of currency impacts on income (loss) before income taxes for the three and nine months ended September 30, 2026 is included in the "Foreign currency impacts on results" section above.
Unallocated Segment
We have certain activity that is not allocated to our segments, which has been reflected as Unallocated below. Specifically, Unallocated primarily includes certain financing-related activities such as interest expense and interest income, as well as foreign exchange gains and losses on intercompany balances. Unallocated activity also includes the unrealized changes in fair value on our commodity instruments not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment, while all other components remain in Unallocated.
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 % change September 30, 2026 September 30, 2025 % change
(In millions, except percentages)
Cost of goods sold $ (3.4) $ 11.3 N/M $ (5.2) $ 37.0 N/M
Gross profit (loss) (3.4) 11.3 N/M (5.2) 37.0 N/M
Operating income (loss) (3.4) 11.3 N/M (5.2) 37.0 N/M
Total non-operating income (expense), net (56.4) (51.0) 10.6 % (160.5) (158.6) 1.2 %
Income (loss) before income taxes $ (59.8) $ (39.7) 50.6 % $ (165.7) $ (121.6) 36.3 %
N/M = Not meaningful
Cost of goods sold
The unrealized changes in fair value on our commodity derivatives, which are economic hedges, make up substantially all of the activity presented within cost of goods sold in the table above for the three and nine months ended September 30, 2026 and September 30, 2025. 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.
Total non-operating income (expense), net
Total non-operating expense, net, increased 10.6% and 1.2% for the three and nine months ended September 30, 2026, respectively, compared to prior year, primarily due to higher net interest expense, partially offset by higher pension and OPEB non-service benefit and favorable foreign currency transactional impacts.
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 September 30, 2026, approximately 87% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. Fluctuations in foreign currency exchange rates could have a material impact on these foreign cash balances. Cash balances in foreign countries are often subject to additional restrictions. We may, therefore, have difficulties repatriating cash held outside the U.S. on a timely basis and such repatriation may be subject to tax. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. and other countries and may adversely affect our liquidity. 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 cash flows from operating activities within the U.S., 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 is generally of a longer-term nature. See the debt maturity profile graph for further details of our debt maturities. 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 $1,280.4 million for the nine months ended September 30, 2026, increased $36.7 million compared to $1,243.7 million for the nine months ended September 30, 2025. The increase in cash provided by operating activities was primarily due to favorable changes in working capital and lower income tax paid, partially offset by lower net income adjusted for non-cash items. The favorable changes in working capital were primarily driven by the timing of payables, current year cash settlement of our forward starting interest rate swaps of $107.5 million, lower payments for prior year annual incentive compensation and the cycling of a $60.6 million prior year payment as final resolution of the Keystone litigation case, partially offset by the timing of inventory and receivables.
Cash Flows from Investing Activities
Net cash used in investing activities of $731.1 million for the nine months ended September 30, 2026, increased $96.0 million compared to $635.1 million for the nine months ended September 30, 2025. The increase in cash used in investing activities was primarily due to our current year acquisition of Atomic Brands, Inc. of approximately $275 million, partially offset by the cycling of our prior year investment in Fevertree Drinks plc of $88 million and the prior year acquisition of Fevertree USA, Inc. as well as lower capital expenditures as a result of the timing of capital projects.
Cash Flows from Financing Activities
Net cash used by financing activities of $822.4 million for the nine months ended September 30, 2026, increased $175.8 million compared to $646.6 million for the nine months ended September 30, 2025. The increase in cash used in financing activities was primarily due to the repayment of our $2.0 billion senior notes upon maturity on July 15, 2026, as well as the repayment of our CAD 500 million senior notes due in 2026, partially offset by the issuance of the $500 million 4.9% senior notes due in 2031, CAD 500 million 4.3% senior notes due in 2033, $1.0 billion 5.5% senior notes due in 2036, higher borrowings under our commercial paper program and lower Class B common stock share repurchases.
Capital Resources, including Material Cash Requirements
Cash and Cash Equivalents
As of September 30, 2026, we had total cash and cash equivalents of $602.2 million, compared to $896.5 million as of December 31, 2025 and $950.2 million as of September 30, 2025. The decrease in cash and cash equivalents from December 31, 2025 and September 30, 2025 was primarily due to the repayment of our $2.0 billion senior notes upon maturity on July 15, 2026, as well as the repayment of our CAD 500 million senior notes due in 2026, capital expenditures, dividends paid, the acquisition of Atomic Brands, Inc. for approximately $275 million and Class B common stock share repurchases, partially offset by the issuance of our $500 million 4.9% senior notes due in 2031, CAD 500 million 4.3% senior notes due in 2033, and $1.0 billion 5.5% senior notes due in 2036, as well as net cash provided by operating activities and borrowings under our commercial paper program.
Senior Note Borrowings
Based on the credit profile of our lenders that are party to our credit facilities, we are confident in our ability to draw on our revolving credit facility if the need arises. We maintain an amended and restated $2.0 billion multi-currency revolving credit facility with a maturity date of June 26, 2030. As of September 30, 2026, we had $1.7 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility. The borrowing capacity is reduced by borrowings under our commercial paper program. As of September 30, 2026, we had total outstanding borrowings under our commercial paper program of approximately $0.3 billion. We had commercial paper outstanding of approximately $0.3 billion as of November 5, 2026. As such, we had approximately $1.7 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility as of November 5, 2026.
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 and restated multi-currency revolving credit facility agreement, was 4.00x as of September 30, 2026 and December 31, 2025. As of September 30, 2026 and December 31, 2025, 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 September 30, 2026 rank pari-passu.
See Part I.-Item 1. Financial Statements, Note 7, "Debt" for further discussion of our borrowings and available sources of borrowings, 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 3, "Investments" and 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, 2025, 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, Baa1/Stable Outlook and BBB/Stable Outlook with Standard & Poor's, Moody's and DBRS, respectively. Our short-term credit ratings are A-2, Prime-2 and R-2, 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 in its capacity as the issuer of the senior notes under the May 2012 Indenture, the July 2016 Indenture, the May 2024 Indenture and the May 2026 Supplemental Indenture (each as defined below). "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 3.0% senior notes due July 2026 (repaid upon maturity on July 15, 2026) and its outstanding 4.2% senior notes due 2046. Further, pursuant to the indenture dated May 29, 2024 ("May 2024 Indenture"), MCBC issued its outstanding 3.8% senior notes due 2032 and the Supplemental Indenture dated May 27, 2026 ("May 2026 Supplemental Indenture"), MCBC issued its outstanding 4.9% senior notes due 2031 and its outstanding 5.5% senior notes due 2036. The issuances of the senior notes issued under the May 2012 Indenture, the July 2016 Indenture, the May 2024 Indenture and the May 2026 Supplemental 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 this Quarterly Report on Form 10-Q (the Subsidiary Guarantors, and together with the Parent Issuer, the "Obligor Group"). Each of the Subsidiary Guarantors is 100% owned by the Parent Issuer. The guarantees are full and unconditional and joint and several.
None of our other outstanding debt was issued in a transaction that was registered with the SEC, and such other outstanding debt was issued or otherwise generally guaranteed on a senior unsecured basis by the Obligor Group or other consolidated subsidiaries of MCBC. These other guarantees are also full and unconditional and joint and several.
As of September 30, 2026, the senior notes and related guarantees ranked pari-passu with all other unsubordinated debt of the Obligor Group and senior to all future subordinated debt of the Obligor Group. The guarantees can be released upon the sale or transfer of a Subsidiary Guarantor's 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 September 30, 2026.
The following summarized financial information relates to the Obligor Group as of September 30, 2026, 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
Nine Months Ended
September 30, 2026
(In millions)
Net sales, out of which: $ 6,326.7
Intercompany sales to non-guarantor subsidiaries $ 163.2
Gross profit, out of which: $ 2,249.6
Intercompany net costs from non-guarantor subsidiaries $ (204.3)
Net interest expense, out of which: $ (193.3)
Intercompany net interest expense from non-guarantor subsidiaries $ (12.6)
Income before income taxes $ 662.2
Net income $ 519.8
As of September 30, 2026 As of December 31, 2025
(In millions)
Total current assets, out of which: $ 1,677.8 $ 1,861.3
Intercompany receivables from non-guarantor subsidiaries $ 245.2 $ 223.8
Total noncurrent assets, out of which: $ 20,092.5 $ 20,360.8
Noncurrent intercompany notes receivable from non-guarantor subsidiaries $ 3,347.1 $ 3,460.6
Total current liabilities, out of which: $ 3,076.1 $ 5,015.0
Current portion of long-term debt and short-term borrowings $ 303.9 $ 2,372.1
Intercompany payables due to non-guarantor subsidiaries $ 871.0 $ 797.5
Total noncurrent liabilities, out of which: $ 8,189.3 $ 6,339.3
Long-term debt $ 5,635.8 $ 3,834.3
Noncurrent intercompany notes payable due to non-guarantor subsidiaries $ 20.5 $ 29.4
Capital Expenditures
We incurred $381.5 million and paid $469.0 million, for capital improvement projects worldwide for the nine months ended September 30, 2026, excluding capital spending by equity method joint ventures, representing a decrease of $23.0 million from the $404.5 million of capital expenditures incurred in the nine months ended September 30, 2025. We continue to prioritize our planned capital expenditures with a focus on optimizing returns on invested capital.
Contingencies
We are party to various legal proceedings arising in the ordinary course of business, environmental matters 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 September 30, 2026, 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 nine months ended September 30, 2026. See Part I.-Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for discussion of any recently adopted accounting pronouncements.
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.
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