13 unchanged sentences
Note 4, "Inventories"
−Removed: Note 5 , "Properties"
+Added: Note 5, " Property, Plant and Equipment "
Note 6, "Goodwill and Intangible Assets"
56 unchanged sentences
Critical Audit Matters
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill Impairment Assessment - Americas Reporting Unit
−Removed: As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance related to the Americas reporting unit as of December 31, 2022 is $5,292 million.
+Added: As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance related to the Americas reporting unit was $5,325 million as of December 31, 2023.
The carrying value of goodwill is evaluated for impairment at the reporting unit level at least annually or when an interim triggering event occurs that may indicate potential impairment.
3 unchanged sentences
If the carrying value exceeds its fair value, the Company would recognize an impairment loss in an amount equal to the excess up to the total amount of goodwill allocated to the reporting unit.
−Removed: As a result of the annual impairment test, management concluded that the carrying value of the Americas reporting unit exceeded its fair value resulting in an impairment loss of $845 million.
A combination of a discounted cash flow analysis and market approach is used by management to determine the fair value of the reporting unit.
−Removed: Fair value determinations require considerable judgment by management and are sensitive to changes in underlying assumptions and factors.
−Removed: Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of the reporting unit may include the following, as disclosed by management, (i) growth rates for sales, costs and profits, which are based on various long-range financial and operational plans;
+Added: Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
+Added: Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting unit may include the following, as disclosed by management, (i) growth rates for sales, costs and profits, which are based on various long-range financial and operational plans;
(ii) prolonged weakening of economic conditions;
or (iii) significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof, terminal growth rate, market multiples and / or weighted- average cost of capital.
+Added: Management concluded that the fair value of the Americas reporting unit was in excess of its carrying value and therefore no goodwill impairment charge was recorded.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for the Americas reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Americas reporting unit;
−Removed: (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the growth rates for sales, terminal growth rate, market multiples, and weighted average cost of capital;
+Added: (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the weighted average cost of capital and growth rates for sales;
and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
2 unchanged sentences
These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Americas reporting unit;
−Removed: (ii) evaluating the appropriateness of the discounted cash flow analysis and market approach;
+Added: (ii) evaluating the appropriateness of the discounted cash flow analysis and market approach used by management;
(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analysis and market approach;
−Removed: and (iv) evaluating the reasonableness of significant assumptions used by management related to the growth rates for sales, terminal growth rate, market multiples, and weighted average cost of capital.
−Removed: Evaluating the significant assumptions related to growth rates for sales involved evaluating whether the significant assumptions used were reasonable considering (i) the current and past performance of the Americas reporting unit;
+Added: and (iv) evaluating the reasonableness of significant assumptions used by management related to the weighted average cost of capital and growth rates for sales.
+Added: Evaluating management's assumptions related to growth rates for sales involved evaluating whether the significant assumptions used were reasonable considering (i) the current and past performance of the Americas reporting unit;
(ii) the consistency with external market and industry data;
and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company’s discounted cash flow analysis and market approach and (ii) the reasonableness of the terminal growth rate, market multiples, and weighted average cost of capital significant assumptions.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s discounted cash flow analysis and market approach and (ii) the reasonableness of the weighted average cost of capital assumption.
+Added: Indefinite-Lived Intangible Asset Impairment Assessment - Staropramen Family of Brands (EMEA&APAC)
+Added: As described in Notes 1 and 6 to the consolidated financial statements, the Company’s indefinite-lived intangible asset brands balance was $8,002 million as of December 31, 2023, of which a portion relates to the Staropramen family of brands in the EMEA&APAC segment.
+Added: The carrying value of the indefinite-lived intangible asset is evaluated for impairment at least annually or when an interim triggering event occurs that may indicate potential impairment.
+Added: The Company’s annual impairment test is performed as of the first day of the fiscal fourth quarter.
+Added: The evaluation involves comparing the indefinite-lived intangible asset’s fair value to its carrying value.
+Added: If the fair value exceeds its respective carrying value, then management would conclude that no impairment has occurred.
+Added: If the carrying value exceeds its fair value, the Company would recognize an impairment loss in an amount equal to the excess up to the total balance of the respective indefinite-lived intangible asset.
+Added: As of the October 1, 2023 testing date, the carrying value of the Staropramen family of brands in EMEA&APAC was determined to be in excess of its fair value such that an impairment loss of $160.7 million was recorded by management.
+Added: An excess earnings approach is used to determine the fair value of the indefinite-lived intangible asset.
+Added: Fair value determinations require
+Added: considerable judgment and are sensitive to changes in underlying assumptions and factors.
+Added: Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of the Company’s indefinite-lived intangible may include the following, as disclosed by management, (i) growth rates for sales, costs and profits, which are based on various long-range financial and operational plans, (ii) prolonged weakening of economic conditions, or (iii) significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof, terminal growth rates, and / or weighted average cost of capital.
+Added: The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible asset impairment assessment for the Staropramen family of brands in EMEA&APAC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-lived intangible asset for the Staropramen family of brands;
+Added: (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the weighted average cost of capital, growth rates for sales, and growth rates for costs associated with marketing, general, and administrative (MG&A) expenses;
+Added: and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
+Added: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
+Added: These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible asset impairment assessments, including controls over the valuation of the Staropramen family of brands.
+Added: These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the indefinite-lived intangible asset for the Staropramen family of brands;
+Added: (ii) evaluating the appropriateness of the excess earnings approach used by management;
+Added: (iii) testing the completeness and accuracy of underlying data used in the excess earnings approach;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to the weighted average cost of capital, growth rates for sales, and growth rates for MG&A expenses.
+Added: Evaluating management’s assumptions related to growth rates for sales and growth rates for MG&A expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Staropramen family of brands;
+Added: (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit, and (iii) for growth rates for sales assumption, whether the assumption was consistent with external market and industry data.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of Company’s excess earnings approach and (ii) the reasonableness of weighted average cost of capital assumption.
/s/ PricewaterhouseCoopers LLP
19 unchanged sentences
Interest income 25.4 4.3 2.0
−Removed: Other pension and postretirement benefits (costs), net 36.6 46.4 30.3
+Added: Other pension and postretirement benefit (cost), net 10.2 36.6 46.4
Other non-operating income (expense), net 12.7 ( 10.3 ) ( 3.5 )
21 unchanged sentences
Foreign currency translation adjustments 98.7 ( 329.8 ) ( 28.4 )
−Removed: Reclassification of cumulative translation adjustment 12.1 7.5 —
−Removed: Unrealized gain (loss) on derivative instruments 153.8 37.4 ( 85.7 )
−Removed: Reclassification of derivative (gain) loss to income (loss) 9.4 5.5 ( 0.4 )
−Removed: Net change in pension and other postretirement benefit assets and liabilities ( 59.6 ) 118.4 ( 39.9 )
−Removed: Pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss) ( 1.6 ) 5.4 ( 5.2 )
+Added: Cumulative translation adjustment reclassified from other comprehensive income (loss) ( 0.6 ) 12.1 7.5
+Added: Unrealized gain (loss) recognized on derivative instruments ( 2.5 ) 153.8 37.4
+Added: Derivative instrument activity reclassified from other comprehensive income (loss) 0.9 9.4 5.5
+Added: Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss) ( 6.4 ) ( 59.6 ) 118.4
+Added: Pension and other postretirement activity reclassified from other comprehensive income (loss) ( 11.2 ) ( 1.6 ) 5.4
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) 11.2 13.8 15.5
10 unchanged sentences
Cash and cash equivalents $ 868.9 $ 600.0
−Removed: Accounts and other receivables
−Removed: Trade, less allowance for doubtful accounts of $ 13.2 and $ 19.0 , respectively
−Removed: Other receivables 126.4 200.5
−Removed: Inventories, less allowance for obsolete inventories of $ 41.1 and $ 25.8 , respectively
+Added: Trade receivables, net 757.8 739.8
+Added: Other receivables, net 121.6 126.4
+Added: Inventories, net 802.3 792.9
Other current assets, net 297.9 378.9
Total current assets 2,848.5 2,638.0
−Removed: Properties, net 4,222.8 4,192.4
+Added: Property, plant and equipment, net 4,444.5 4,222.8
Goodwill 5,325.3 5,291.9
13 unchanged sentences
Commitments and contingencies ( Note 13 )
+Added: Redeemable noncontrolling interest 27.9 —
Molson Coors Beverage Company stockholders' equity
3 unchanged sentences
500.0 shares;
−Removed: issued and outstanding:
2.6 shares and 2.6 shares, respectively)
2 unchanged sentences
212.5 shares and 210.5 shares, respectively)
−Removed: Class A exchangeable shares, no par value (issued and outstanding:
+Added: Class A exchangeable shares, no par value (issued:
2.7 shares and 2.7 shares, respectively)
−Removed: Class B exchangeable shares, no par value (issued and outstanding:
+Added: Class B exchangeable shares, no par value (issued:
9.4 shares and 11.0 shares, respectively)
21 unchanged sentences
Goodwill impairment — 845.0 —
−Removed: (Gain) loss on sale or impairment of properties and other assets, net 18.6 9.1 69.2
+Added: (Gain) loss on sale or impairment of property, plant, equipment and other assets, net 181.9 18.6 9.1
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net 88.3 236.4 ( 233.8 )
11 unchanged sentences
Cash flows from investing activities
−Removed: Additions to properties ( 661.4 ) ( 522.6 ) ( 574.8 )
−Removed: Proceeds from sales of properties and other assets 32.2 26.0 158.8
+Added: Additions to property, plant and equipment ( 671.5 ) ( 661.4 ) ( 522.6 )
+Added: Proceeds from sales of property, plant, equipment and other assets 10.9 32.2 26.0
+Added: Acquisition of business, net of cash acquired ( 63.7 ) — —
Other ( 117.4 ) 4.1 ( 13.3 )
28 unchanged sentences
Amortization of share-based compensation 32.1 — — — — 32.1 — — — —
−Removed: Acquisition of business and purchase of noncontrolling interest ( 0.2 ) — — — — 0.3 — — — ( 0.5 )
+Added: Purchase of noncontrolling interest ( 0.2 ) — — — — 0.3 — — — ( 0.5 )
Net income (loss) including noncontrolling interests 1,008.5 — — — — — 1,005.7 — — 2.8
10 unchanged sentences
Other comprehensive income (loss), net of tax ( 201.9 ) — — — — — — ( 199.5 ) — ( 2.4 )
+Added: Share repurchase program ( 51.5 ) — — — — — — — ( 51.5 ) —
Contributions from noncontrolling interests 8.1 — — — — — — — — 8.1
11 unchanged sentences
Purchase of noncontrolling interest ( 8.5 ) — — — — ( 5.5 ) — — — ( 3.0 )
+Added: Deconsolidation of VIE ( 8.8 ) — — — — — — — — ( 8.8 )
Net income (loss) including noncontrolling interests 957.1 — — — — — 948.9 — — 8.2
5 unchanged sentences
Balance as of December 31, 2023 $ 13,407.2 $ — $ 2.1 $ 100.8 $ 352.3 $ 7,108.4 $ 7,484.3 $ ( 1,116.3 ) $ ( 735.6 ) $ 211.2
+Added: (1) All activity included in the noncontrolling interests column of the consolidated statements of stockholders' equity and noncontrolling interests excludes activity from our redeemable noncontrolling interests.
See notes to consolidated financial statements.
6 unchanged sentences
Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods, and 2023, 2022 and 2021 refers to the twelve months ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively.
−Removed: Our primary operating currencies, other than USD, include the CAD, the GBP and our Central European operating currencies such as the EUR, CZK, HRK and RSD.
+Added: Our primary operating currencies, other than USD, include the CAD, the GBP and our Central European operating currencies such as the EUR, CZK, RON and RSD.
Our consolidated financial statements and related disclosures reflect new accounting pronouncements adopted during the year as discussed in Note 2, "New Accounting Pronouncements."
−Removed: Changes to our Consolidated Statement of Operations
−Removed: As of December 31, 2022, we modified our presentation of the consolidated statements of operations to replace the former "Special items, net" line item with "Other operating income (expense), net." In addition, goodwill impairment, which had previously been included in "Special items, net," has been reclassified to a separate line titled "Goodwill impairment." The consolidated statement of operations for the years ended December 31, 2021 and December 31, 2020 were reclassified to reflect this change in presentation only.
−Removed: Cost Inflation
−Removed: We have been experiencing significant cost inflation, including higher material, transportation and energy costs, which negatively impacted our results of operations during the year ended December 31, 2022.
−Removed: We expect cost inflation to continue to have a negative impact on our results of operations in 2023 and possibly beyond.
−Removed: To the extent materials, transportation and energy prices continue to fluctuate, our business and financial results could continue to be materially adversely impacted.
−Removed: 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.
−Removed: Management's Discussion and Analysis, "Items Affecting Reported Results" for further discussion.
−Removed: For considerations of the effects of cost inflation to our goodwill and indefinite-lived intangible assets, see Note 6, "Goodwill and Intangible Assets."
−Removed: Coronavirus Global Pandemic
−Removed: We have been actively monitoring the impact of the coronavirus pandemic since it started at the end of the first quarter of 2020.
−Removed: The extent to which our operations will continue to be impacted by the coronavirus pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including, but not limited to, the level of governmental or societal orders or restrictions on public gatherings and on-premise venues including any vaccine mandates or testing requirements, the severity and duration of the coronavirus pandemic by market including future outbreaks of variants, changes in consumer behavior, the rate of vaccination and the efficacy of vaccines against the coronavirus and related variants.
−Removed: We continue to actively monitor the ongoing evolution of the coronavirus pandemic and resulting impacts to our business.
−Removed: At the onset of the pandemic, during the first quarter of 2020, we initiated temporary keg relief programs in many of our markets which were negatively impacted.
−Removed: As a result, during 2020, we recognized a reduction to net sales of $ 30.3 million reflecting estimated sales returns and reimbursements through these keg relief programs.
−Removed: Further, during 2020, we recognized charges of $ 12.1 million within cost of goods sold related to obsolete finished goods keg inventories that were not expected to be sold within our freshness specifications, as well as the costs to facilitate the above mentioned keg returns.
−Removed: Additionally, during 2020, we recorded charges of $ 15.5 million within cost of goods sold related to temporary "thank you" pay for certain essential Americas segment brewery employees.
−Removed: In response to the ongoing impacts of the coronavirus pandemic, various governmental authorities globally announced relief programs, which among other items, provided temporary deferrals of non-income based tax payments, which positively impacted our operating cash flows in 2020.
−Removed: These temporary net tax payment deferrals of approximately $ 25 million and $ 130 million as of December 31, 2021 and December 31, 2020, respectively, were primarily included within accounts payable and
−Removed: other current liabilities on our audited consolidated balance sheets.
−Removed: Of the $ 130 million of temporary net tax payment deferrals as of December 31, 2020, approximately $ 105 million was repaid during the year ended December 31, 2021, with approximately $ 25 million outstanding as of December 31, 2021.
−Removed: The remaining was repaid during the year ended December 31, 2022.
−Removed: We protected and supported our liquidity position in response to the global economic uncertainty created by the coronavirus pandemic.
−Removed: Beginning with the second quarter of 2020 through the second quarter of 2021, our board of directors suspended our regular quarterly dividends on our Class A and Class B common and exchangeable shares.
−Removed: A quarterly dividend was reinstated in the third quarter of 2021.
−Removed: Revitalization Plan
−Removed: On October 28, 2019, we initiated a revitalization plan designed to allow us to invest across our portfolio to drive long-term, sustainable success.
−Removed: The revitalization plan established Chicago, Illinois as our Americas segment operational headquarters.
−Removed: We closed our office in Denver, Colorado and consolidated certain administrative functions into our other existing office locations.
−Removed: As of January 1, 2020, we changed our name to Molson Coors Beverage Company and changed our management structure to two segments - Americas and EMEA&APAC.
−Removed: We began to incur charges related to these restructuring activities during the fourth quarter of 2019 and we recognized severance and retention charges of $ 4.0 million and $ 35.6 million during the years ended December 31, 2021 and December 31, 2020, respectively.
−Removed: As of December 31, 2021, the revitalization plan restructuring charges were substantially complete.
−Removed: See Note 17, "Other Operating Income (Expense), net" for further discussion of the impacts of this plan.
−Removed: Government Assistance
−Removed: We receive government assistance in the form of tax credits and grants, including tax credits from government agencies in certain jurisdictions around job creation and retention, as well as capital investment initiatives.
−Removed: This includes, but is not limited to, refundable and non-refundable property and income tax credits in various state and other local jurisdictions.
−Removed: We recognize amounts received from government assistance programs, including tax credits and grants, as a reduction to MG&A expenses in our consolidated financial statements, when it is probable we will receive the funds and have met the conditions, if any, required by the government assistance program.
−Removed: If we receive the government assistance at a point in time for services to be completed over time, the cash received is initially recorded in our consolidated balance sheet as other liabilities, and amortized as an offset to MG&A expenses over the service period of the agreement.
−Removed: No programs are individually material nor are the programs material in the aggregate.
Principles of Consolidation
6 unchanged sentences
To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected.
+Added: On August 7, 2023, we acquired a 75 % equity interest in Blue Run, a U.S.
+Added: based high end whiskey business, for a purchase price of $ 77 million, which included cash paid of $ 64 million.
+Added: The acquisition is aligned with our strategy to expand beyond the beer aisle and enhance our presence in the spirits category.
+Added: The acquisition was accounted for as a business combination, with $ 88 million allocated to a definite-lived brand intangible asset to be amortized over a 15 -year period and the remainder primarily allocated to other working capital balances and goodwill for the amount in excess of the net identifiable assets acquired.
+Added: A noncontrolling interest was recognized at fair value based on a Monte Carlo simulation model and is recorded as redeemable noncontrolling interest in the consolidated balance sheets based on the contractual terms of the agreement.
+Added: Pro forma results of operations have not been presented as the impact is not material to our results of operation or financial position.
+Added: Supplier Financing
+Added: We are the buyer under a supplier finance program with Citibank N.A.
+Added: ("Citi" or "the bank"), with $ 147.5 million and $ 135.2 million confirmed as valid and outstanding for the years ended December 31, 2023 and December 31, 2022, respectively.
+Added: We recognize these unpaid balances in accounts payable and other current liabilities on our consolidated balance sheets.
+Added: 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.
+Added: 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.
+Added: Either Citi or us may terminate the agreement upon at least 30 days written notice.
+Added: We do not provide secured legal assets or other forms of guarantees under the arrangement.
+Added: 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.
+Added: Government Assistance
+Added: We receive government assistance in the form of tax credits and grants, including tax credits from government agencies in certain jurisdictions around job creation and retention, as well as capital investment initiatives.
+Added: This includes, but is not limited to, refundable and non-refundable property and income tax credits in various state and other local jurisdictions.
+Added: We recognize amounts received from government assistance programs, including non income tax credits and grants, as a reduction to MG&A expenses in our consolidated financial statements, when it is probable we will receive the funds and have met the conditions, if any, required by the government assistance program.
+Added: If we receive the government assistance at a point in time for services to be completed over time, the cash received is initially recorded in our consolidated balance sheets as other liabilities, and amortized as an offset to MG&A expenses over the service period of the agreement.
+Added: No programs are individually material nor are the programs material in the aggregate.
Revenue Recognition
9 unchanged sentences
These cash payments are recorded as a reduction of revenue unless we receive a distinct good or service.
−Removed: Specifically, a good or service is considered distinct when it is separately identifiable from other promises in the contract, we
−Removed: receive a benefit from the good or service and the benefit is separable from the sale of our product to the customer.
+Added: Specifically, a good or service is considered distinct when it is separately identifiable from other promises in the contract, we receive a benefit from the good or service and the benefit is separable from the sale of our product to the customer.
Certain payments made to customers are conditional on the achievement of volume targets, marketing commitments or both.
4 unchanged sentences
Separately, as discussed below, we analyze whether these advance payments contain a significant financing component for potential adjustment to the transaction price.
−Removed: Our primary revenue generating activity represents the sale of beer and other malt beverages to customers, including both domestic and exported product sales.
+Added: Our primary revenue generating activity represents the sale of beer and other beverages to customers, including both domestic and exported product sales.
Our customer could be a distributor, retail or on-premise outlet, depending on the market.
25 unchanged sentences
We do not have standard terms that permit return of product;
−Removed: however, in certain markets where returns occur we estimate the amount of returns as variable consideration based on historical return experience and adjust our revenue accordingly.
+Added: however, in certain markets where returns occur we estimate the amount of returns as variable consideration based on factors including historical return experience and adjust our revenue accordingly.
Products that do not meet our high quality standards are returned by the customer or recalled and destroyed and are recorded as a reduction of revenue.
6 unchanged sentences
We further analyze arrangements that span greater than one year on an ongoing basis to determine whether a significant financing component exists.
−Removed: No such arrangements existed during the years ended December 31, 2022, 2021 and 2020.
+Added: During the years ended December 31, 2023, 2022 and 2021 no arrangements were individually material nor material in the aggregate.
Advance payments to customers, where legally permitted, are deferred and amortized as a reduction to revenue over the expected period of benefit and tested for recoverability as appropriate.
3 unchanged sentences
No such assets or liabilities existed as of December 31, 2023 or December 31, 2022.
−Removed: Separately, trade accounts receivable, including affiliate receivables, approximates receivables from contracts with customers.
+Added: Separately, trade receivables, net including affiliate receivables, approximates receivables from contracts with customers.
Shipping and Handling
5 unchanged sentences
In the consolidated balance sheets, excise taxes are generally recognized as a current liability within accounts payable and other current liabilities, with the liability subsequently reduced when the taxes are remitted to the tax authority.
−Removed: In cases where excise taxes are prepaid, they are recorded within other current assets.
+Added: In cases where excise taxes are prepaid, they are recorded within other current assets, net.
Cost of Goods Sold
1 unchanged sentence
These costs include brewing materials, such as barley, hops and various grains.
−Removed: Packaging materials, such as glass bottles, aluminum cans, cardboard and paperboard are also included in our cost of goods sold.
−Removed: Additionally, our cost of goods sold include both direct and indirect labor, shipping and handling including freight costs, utilities, maintenance costs, warehousing costs, purchasing and receiving costs, depreciation, promotional packaging, other manufacturing overheads and costs to purchase factored and other non-owned brands from suppliers, as well as the estimated cost to facilitate product returns.
+Added: Packaging materials, including aluminum, glass bottles, aluminum cans, cardboard and paperboard are also included in our cost of goods sold.
+Added: Additionally, our cost of goods sold contains manufacturing expenses including both direct and indirect labor, shipping and handling including freight costs, utilities, maintenance costs, warehousing costs, purchasing and receiving costs, depreciation, promotional packaging, other manufacturing overheads and costs to purchase factored and other non-owned brands from suppliers, as well as the cost to facilitate product returns.
Marketing, General and Administrative Expenses
−Removed: Our MG&A expenses include marketing expenses, including the direct costs related to the selling of a product or brand, media advertising (television, radio, digital, print), tactical advertising (signs, banners, point-of-sale materials) and promotion costs on both local and national levels within our operating segments.
+Added: Our MG&A expenses include marketing expenses, including the direct costs related to the selling of a product or brand, media advertising (television, radio, digital, print), tactical advertising (signs, banners, point-of-sale materials) and promotion costs on both local and national levels.
The creative portion of our advertising activities is expensed as incurred.
−Removed: Production costs of advertising and promotional materials are expensed when the advertising is first run.
−Removed: Included in MG&A is total marketing and advertising expenses which were approximately $ 1.0 billion, $ 1.1 billion and $ 0.9 billion in 2022, 2021 and 2020, respectively.
+Added: Production costs of advertising and promotional materials are recorded as a prepaid asset and expensed when the advertising is first run.
+Added: Included in MG&A is total marketing and advertising expenses which were approximately $ 1.1 billion, $ 1.0 billion and $ 1.1 billion for the years ended December 31, 2023, 2022 and 2021, respectively.
This classification also includes general and administrative costs for functions such as finance, legal, human resources and information technology.
−Removed: These costs primarily consist of labor and outside services, as well as bad debt expense related to our allowance for doubtful accounts.
+Added: These costs primarily consist of compensation, benefits and outside services, as well as bad debt expense related to our allowance for doubtful accounts.
Unless capitalization is allowed or required by U.S.
GAAP, legal costs are expensed when incurred.
−Removed: These costs also include our marketing and sales organizations, including labor and other overheads.
−Removed: This line item additionally includes amortization costs associated with intangible assets, as well as certain depreciation costs related to non-production equipment and share-based compensation.
+Added: These costs also include our marketing and sales organizations, including compensation, benefits and other overheads, including travel and entertainment expenses.
+Added: This line item additionally includes amortization costs associated with definite-lived intangible assets, as well as certain depreciation costs related to non-production equipment and share-based compensation.
Share-based compensation is recognized using a straight-line method over the vesting period of the awards.
We include estimated forfeitures expected to occur when calculating share-based compensation expense.
−Removed: Our share-based compensation
−Removed: plan and the awards within it contain provisions that accelerate vesting of awards upon change in control, retirement, disability or death of eligible employees and directors.
+Added: Our share-based compensation plan and the awards within it contain provisions that accelerate vesting of awards upon change in control, retirement, disability or death of eligible employees and directors.
Our share-based awards are considered vested when the employee's retention of the award is no longer contingent on providing service, which for certain awards can result in immediate recognition for awards granted to retirement-eligible individuals or accelerated recognition for awards granted to individuals that will become retirement eligible within the stated vesting period.
1 unchanged sentence
Other Operating Income (Expense), net
−Removed: Our other operating income (expense) items represent charges incurred or benefits realized that we believe are significant to our current operating results warranting separate classification;
+Added: Our other operating income (expense), net items represent charges incurred or benefits realized that we believe are significant to our current operating results warranting separate classification;
specifically, such items are considered to be one of the following:
−Removed: • restructuring charges, including atypical employee-related charges, asset abandonment-related losses, fees on termination of significant operating agreements and other related exit or disposal charges;
+Added: • restructuring charges, including certain employee-related charges, asset abandonment-related losses, fees on termination of significant operating agreements and other related exit or disposal charges;
• intangible and tangible asset impairments, excluding goodwill;
8 unchanged sentences
Our other non-operating income (expense), net classification primarily includes gains and losses associated with activities not directly related to our operations.
−Removed: For instance, aggregate unrealized and realized foreign exchange gains and losses resulting from the remeasurement and settlement of foreign-denominated monetary assets and liabilities, as well as certain gains or losses on sales of non-operating assets and the mark-to-market activity associated with warrants and other equity securities are classified in this line item.
+Added: For instance, aggregate unrealized and realized foreign exchange gains and losses resulting from the remeasurement and settlement of foreign-denominated monetary assets and liabilities, as well as certain gains or losses on sales of non-operating assets and the mark-to-market activity associated with certain equity securities and other investments are classified in this line item.
These gains and losses are reported in the operating segment in which they occur;
−Removed: however, foreign exchange gains and losses on intercompany balances related to financing and other treasury-related activities remain unallocated.
+Added: however, foreign exchange gains and losses on intercompany balances and realized and unrealized changes in fair value on instruments not designated in hedging relationships related to financing and other treasury-related activities remain unallocated.
The initial recording of foreign-denominated transactions are classified based on the nature of the transaction, with the unrealized or realized foreign exchange gains or losses resulting from the subsequent remeasurement of the monetary asset or liability, and its ultimate settlement, classified in other non-operating income (expense), net.
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of our assets, liabilities and certain unrecognized gains and losses recorded in AOCI.
−Removed: We apply the intraperiod tax allocation rules to allocate our provision for income taxes between continuing operations and other categories of earnings, such as other comprehensive income (loss), when we meet the criteria prescribed by U.S.
+Added: We apply the intraperiod tax allocation rules to allocate our provision for income taxes between continuing operations and other categories of earnings, such as OCI, when we meet the criteria prescribed by U.S.
The tax benefit from an uncertain tax position is recognized only if it is determined that the tax position will more likely than not be sustained based on its technical merits.
We measure and record the tax benefits from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
−Removed: Interest, penalties and offsetting positions related to unrecognized tax benefits are recognized as a component of income tax expense with interest and penalties being recorded to the provision (benefit) for income taxes in our Consolidated Statement of Operations.
+Added: Interest, penalties and offsetting positions related to unrecognized tax benefits are recognized as a component of income tax expense with interest and penalties being recorded to income tax benefit (expense) in our consolidated statement of operations.
We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.
1 unchanged sentence
OCI represents income and losses for the reporting period, including the related tax impacts, which are excluded from net income (loss) and recognized directly within AOCI as a component of equity.
−Removed: OCI also includes amounts reclassified to income during the reporting period that were previously recognized within AOCI.
−Removed: Amounts remaining within AOCI are expected to be
−Removed: reclassified out of AOCI in the future, at which point they will be recognized within the consolidated statement of operations as a component of net income (loss).
+Added: OCI also includes amounts reclassified to the consolidated statement of operations during the reporting period that were previously recognized within AOCI.
+Added: Amounts remaining within AOCI are expected to be reclassified out of AOCI in the future, at which point they will be recognized within the consolidated statement of operations as a component of net income (loss).
We recognize OCI related to the translation of assets and liabilities of our foreign subsidiaries which are denominated in currencies other than the USD, unrealized gains and losses on the effective portion of our derivatives designated in cash flow hedging relationships and derivative and non-derivative instruments designated in net investment hedging relationships, actuarial gains and losses and prior service costs related to our pension and other post-retirement benefit plans, as well as our proportionate share of our equity method investments' OCI.
11 unchanged sentences
Anti-dilutive securities excluded from the computation of diluted EPS for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 were 0.6 million, 3.1 million and 1.8 million shares, respectively.
−Removed: On November 10, 2022, our Company's Board of Directors declared a cash dividend of $ 0.38 per share, paid on December 15, 2022, to shareholders of Class A and Class B common stock of record on December 2, 2022.
−Removed: Shareholders of exchangeable shares received the CAD equivalent of dividends declared on Class A and Class B common stock, equal to CAD 0.50 per share.
−Removed: During the year ended December 31, 2022, dividends declared to eligible shareholders totaled $ 1.52 per share, with the CAD equivalent totaling CAD 1.95 per share.
−Removed: In response to the global economic uncertainty created by the coronavirus pandemic, our Board of Directors suspended our regular quarterly dividend on our Class A and Class B common and exchangeable shares in May 2020.
−Removed: A quarterly dividend was reinstated during the third quarter of 2021.
−Removed: During the year ended December 31, 2021, dividends declared to eligible shareholders totaled $ 0.68 per share, with the CAD equivalent totaling CAD 0.84 per share.
−Removed: During the year ended December 31, 2020, dividends declared to eligible shareholders totaled $ 0.57 per share, with the CAD equivalent totaling CAD 0.75 per share.
−Removed: Share Repurchase Program
−Removed: On February 17, 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.
−Removed: During the year ended December 31, 2022, we repurchased 995,000 shares under the share repurchase program at a weighted average price of $ 51.70 per share, including brokerage commissions, for an aggregate value of $ 51.5 million.
Cash and Cash Equivalents
2 unchanged sentences
Our cash deposits are maintained with multiple, reputable financial institutions.
+Added: On November 9, 2023, the Board declared a cash dividend of $ 0.41 per share, paid on December 15, 2023, to shareholders of Class A and Class B common stock of record on December 1, 2023.
+Added: Shareholders of exchangeable shares received the CAD equivalent of dividends declared on Class A and Class B common stock, equal to CAD 0.56 per share.
+Added: During the year ended December 31, 2023, dividends declared to eligible shareholders totaled $ 1.64 per share, with the CAD equivalent totaling CAD 2.19 per share.
+Added: During the year ended December 31, 2022, dividends declared to eligible shareholders totaled $ 1.52 per share, with the CAD equivalent totaling CAD 1.95 per share.
+Added: In response to the global economic uncertainty created by the coronavirus pandemic, the Board suspended our regular quarterly dividend on our Class A and Class B common and exchangeable shares in May 2020.
+Added: A quarterly dividend was reinstated during the third quarter of 2021.
+Added: During the year ended December 31, 2021, dividends declared to eligible shareholders totaled $ 0.68 per share, with the CAD equivalent totaling CAD 0.84 per share.
Non-Cash Activity
−Removed: Non-cash investing activities includes movements in our guarantee of indebtedness of certain equity method investments of $ 2.3 million, $ 0.4 million and $ 0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: Non-cash investing activities includes movements in our guarantee of indebtedness of certain equity method investments..
See Note 3, "Investments" for further discussion.
5 unchanged sentences
See Note 10, "Derivative Instruments and Hedging Activities" for further details.
−Removed: As of December 31, 2022, we had a recorded non-cash transaction related to the establishment of an accrued liability of $ 56.6 million as the best estimate of the probable loss in the Keystone litigation case based on the jury verdict including associated interest.
+Added: During the first quarter of 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.
+Added: During the years ended December 31, 2023 and 2022, we recorded non-cash transactions of $ 1.9 million and $ 0.6 million, respectively, in accrued interest associated with this accrued liability.
See Note 13, "Commitments and Contingencies" for further details.
−Removed: Other than the activity mentioned above and the supplemental non-cash activity related to the recognition of leases discussed in Note 8, "Leases," there was no other significant non-cash activity in 2022, 2021 and 2020.
−Removed: Accounts Receivable and Notes Receivable
−Removed: We record accounts and notes receivable at net realizable value.
−Removed: This carrying value includes an appropriate allowance for estimated uncollectible amounts to reflect any loss anticipated on the accounts and notes receivable balances.
+Added: Other than the activity mentioned above and the supplemental non-cash activity related to the recognition of leases discussed in Note 8, "Leases," there was no other significant non-cash activity for the years ended December 31, 2023, 2022 and 2021.
+Added: Trade Receivables
+Added: We record trade receivables at net realizable value.
+Added: This carrying value includes an appropriate allowance for estimated uncollectible amounts to reflect any loss anticipated on the trade receivable balances.
We calculate this allowance based on our country-specific history of write-offs, level of past-due accounts based on the contractual terms of the receivables and our relationships with and the economic status of our customers, which may be impacted by current macroeconomic and regulatory factors specific to the country of origin.
This methodology takes into consideration historical loss experience and current and forecasted changes in cash flows based on internal and external information.
+Added: The allowance for doubtful accounts was $ 12.7 million and $ 13.2 million as of December 31, 2023, and December 31, 2022, respectively.
Inventories are stated at the lower of cost or net realizable value.
Cost is determined by the first-in, first-out ("FIFO") method.
−Removed: We regularly assess the shelf-life of our inventories and reserve for those inventories when it becomes apparent the product will not be sold within our freshness specifications.
−Removed: In addition, we reserve for those inventories associated with discontinued SKUs or instances where we change our packaging.
+Added: We regularly assess the shelf-life of our inventories and reserve for those inventories when it becomes probable the product will not be sold within our freshness specifications.
+Added: In addition, we reserve for those inventories associated with discontinued SKUs or seasonal or other packaging material changes.
Other Current Assets
−Removed: Other current assets include prepaid assets, implementation costs incurred on cloud computing arrangements, maintenance and operating supplies, promotion materials and derivative assets that are expected to be recognized or realized within the next 12 months.
+Added: Other current assets include prepaid assets, maintenance and operating supplies, promotion materials and derivative assets that are expected to be recognized or realized within the next 12 months.
Maintenance and operating supplies include our inventories of spare parts, which are kept on hand for repairs and maintenance of machinery and equipment.
1 unchanged sentence
These parts are inventoried within current assets as they are reasonably expected to be used during the normal operating cycle of the business and are reserved for excess and obsolescence, as appropriate.
−Removed: The allowance for obsolete supplies was $ 19.8 million and $ 18.3 million as of December 31, 2022, and December 31, 2021, respectively.
−Removed: Properties are stated at original cost less accumulated depreciation.
+Added: Property, Plant and Equipment
+Added: Property, plant and equipment is stated at original cost less accumulated depreciation.
Depreciation is recorded using the straight-line method over the estimated useful lives of the assets, which are reviewed periodically and have the following ranges:
6 unchanged sentences
Ordinary repairs and maintenance are expensed as incurred.
−Removed: When property is sold or otherwise disposed of, the cost and accumulated depreciation are removed from our consolidated balance sheets and the resulting gain or loss, if any, is reflected in our consolidated statements of operations.
+Added: When property, plant and equipment is sold or otherwise disposed of, the cost and accumulated depreciation are removed from our consolidated balance sheets and the resulting gain or loss, if any, is reflected in our consolidated statements of operations.
Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable.
−Removed: Our asset groups are generally identified at the segment level with the exception of certain craft breweries or other locations which may operate on a more stand-alone basis, such as our Truss LP joint venture.
+Added: Our asset groups are generally identified at the segment level with the exception of certain craft breweries or other locations which may operate on a more stand-alone basis.
Returnable containers are recorded at acquisition cost and consist of returnable bottles, kegs, pallets and crates that are both in our direct control within our breweries, warehouses and distribution facilities and those that we indirectly control in the market through our agreements with our customers and other brewers and for which a deposit is received.
−Removed: The deposits received on our returnable containers in the market are recorded as deposit liabilities, included as current liabilities within accounts payable and other current liabilities in the consolidated balance sheets.
+Added: The deposits received on our returnable containers in the market are recorded as deposit liabilities, included within accounts payable and other current liabilities in the consolidated balance sheets.
We estimate that the loss, breakage and deterioration of our returnable containers is comparable to the depreciation calculated on an estimated useful life of up to 4 years for bottles, 5 years for pallets, 7 years for crates and 15 years for returnable kegs.
1 unchanged sentence
This equipment is recorded at acquisition cost and depreciated over lives of up to 7 years, depending on the market, reflecting the use of the equipment, as well as the loss and deterioration of the asset.
−Removed: The costs of acquiring or developing internal-use computer software, including directly-related payroll costs for internal resources, are capitalized and classified within properties.
+Added: The costs of acquiring or developing internal-use computer software, including directly-related payroll costs for internal resources, are capitalized and classified within property, plant and equipment.
Software maintenance and training costs are expensed in the period incurred.
−Removed: Implementation costs incurred in hosting arrangements that are service contracts are capitalized within other assets and are not material.
−Removed: Properties held under finance lease are depreciated using the straight-line method over the estimated useful life or the lease term, whichever is shorter, and the related depreciation is included in depreciation expense.
−Removed: Finance lease assets for which ownership is transferred at the end of the lease, or there is a purchase option that we are reasonably certain to exercise, are amortized over the useful life that would be assigned if the asset were owned.
+Added: Property, plant and equipment held under finance lease are depreciated using the straight-line method over the estimated useful life or the lease term, whichever is shorter.
+Added: Finance lease assets for which ownership is transferred at the end of the lease, or there is a purchase option that we are reasonably certain to exercise, are depreciated over the useful life that would be assigned if the asset were owned.
+Added: Cloud Computing Arrangements
+Added: Cloud computing arrangement implementation costs incurred in hosting arrangements that are service contracts are recorded within other assets in the consolidated balance sheets.
+Added: Capitalized cloud computing arrangement implementation costs are amortized using the straight-line method over the remaining term of the contract.
+Added: Amortization expense was $ 7.9 million, $ 6.2 million and $ 5.2 million for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively.
+Added: The following table presents the gross and net value of capitalized cloud computing implementation costs associated with active hosting arrangements.
+Added: December 31, 2023 December 31, 2022
+Added: (In millions)
+Added: Cloud computing implementation costs
+Added: $ 56.5 $ 38.5
+Added: accumulated amortization
+Added: ( 20.8 ) ( 12.9 )
+Added: Cloud computing implementation costs, net
+Added: $ 35.7 $ 25.6
Goodwill and Other Intangible Assets
25 unchanged sentences
We recognize our derivatives on the consolidated balance sheets as assets or liabilities at fair value and classify them in either current or non-current assets or liabilities based on each contract's respective unrealized gain or loss position and each contract's respective maturity.
−Removed: Our policy is to present all derivative balances on a gross basis, without regard to counterparty master netting agreements or similar arrangements.
−Removed: Further, our current derivative agreements do not allow us to net positions with the same counterparty and therefore, we present our derivative positions gross in our consolidated balance sheets.
−Removed: Changes in fair values of outstanding cash flow and net investment hedges are recorded in OCI, until earnings are affected by the variability of cash flows of the underlying hedged item or the sale of the underlying net investment,
−Removed: respectively.
+Added: Consistent with our policy, our current derivative agreements do not allow us to net positions with the same counterparty and therefore, we present our derivative positions gross in our consolidated balance sheets.
+Added: Changes in fair values of outstanding cash flow and net investment hedges are recorded in OCI, until earnings are affected by the variability of cash flows of the underlying hedged item or the sale of the underlying net investment, respectively.
Effective cash flow hedges offset the gains or losses recognized on the underlying exposure in the consolidated statements of operations, or for net investment hedges, the foreign exchange translation gain or loss recognized in AOCI.
7 unchanged sentences
We enter into contractual arrangements for the utilization of certain non-owned assets, primarily real estate and equipment, which are evaluated as finance or operating leases upon commencement and are accounted for accordingly.
−Removed: Specifically, under Accounting Standards Codification (“ASC”) Topic 842, Leases, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration.
We assess whether an arrangement is or contains a lease at inception of the contract.
−Removed: For all contractual arrangements deemed to be leases (other than short-term leases, which have a duration of one year or less), as of the lease commencement date, we recognize on the consolidated balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use.
+Added: For all contractual arrangements deemed to be leases (other than short-term leases, which have a duration of one year or less), as of the lease commencement date, we recognize on the consolidated balance sheets a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use.
For leases that qualify as short-term leases, we have elected, for all classes of underlying assets, to not apply the balance sheet recognition requirements of ASC 842, and instead, we recognize the lease payments in the consolidated statements of operations on a straight-line basis over the lease term.
4 unchanged sentences
When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various existing economic factors, including real estate strategies, the nature, length and terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term.
−Removed: Based on these determinations, we generally conclude that the exercise of renewal options would not be reasonably certain in determining the lease term at commencement.
Assumptions made at the commencement date are re-evaluated upon occurrence of certain events requiring a lease modification.
5 unchanged sentences
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
−Removed: Lease-related expense is recorded within either cost of goods sold or MG&A expenses on the consolidated statements of operations, depending on the function of the underlying leased asset, with the exception of interest on finance lease liabilities, which is recorded within interest expense on the consolidated statements of operations.
+Added: Lease-related expense is recorded within either COGS or MG&A expenses on the consolidated statements of operations, depending on the function of the underlying leased asset, with the exception of interest on finance lease liabilities, which is recorded within interest expense on the consolidated statements of operations.
Pension and Postretirement Benefits
We maintain retirement plans for the majority of our employees.
−Removed: We offer different types of plans within each segment,
−Removed: including defined benefit plans, defined contribution plans and OPEB plans.
+Added: We offer different types of plans within each segment, including defined benefit plans, defined contribution plans and OPEB plans.
Each plan is managed locally and in accordance with respective local laws and regulations.
−Removed: Our equity investments, BRI and BDL, maintain defined benefit, defined contribution and OPEB plans as well.
+Added: BRI and BDL, two of our equity method investments, maintain defined benefit, defined contribution and OPEB plans as well.
We recognize the underfunded or overfunded status of a defined benefit pension and OPEB plan as an asset or liability in the consolidated balance sheets.
5 unchanged sentences
Accumulated benefit obligation differs from projected benefit obligation in that it includes no assumption about future compensation levels and years of service.
−Removed: We employ the corridor approach for determining each plan's potential amortization from AOCI of deferred gains and losses, which occur when actual experience differs from estimates, into our net periodic pension and postretirement benefit cost.
+Added: We employ the corridor approach for determining each plan's potential amortization from AOCI of deferred gains and losses, which occur when actual experience differs from estimates, into other pension and postretirement (benefit) cost, net.
This approach defines the "corridor" as the greater of 10% of the projected benefit obligation or 10% of the market-related value of plan assets and requires amortization of the excess net gain or loss that exceeds the corridor over the average remaining service periods of active plan participants.
2 unchanged sentences
The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate fair value as recorded due to the short-term nature of these instruments.
−Removed: In addition, the carrying amounts of our trade loan receivables, net of allowances, approximate fair value.
The fair value of derivatives is estimated by discounting the estimated future cash flows utilizing observable market interest, foreign exchange and commodity rates adjusted for non-performance credit risk associated with our counterparties (assets) or with MCBC (liabilities), as appropriate.
14 unchanged sentences
Subsequent Events
−Removed: On February 20, 2023, the Company's Board of Directors declared a quarterly dividend of $ 0.41 per share, to be paid on March 17, 2023, to shareholders of Class A and Class B common stock of record on March 3, 2023.
+Added: On February 13, 2024, our Company's Board of Directors declared a quarterly dividend of $ 0.44 per share, to be paid on March 15, 2024, to shareholders of Class A and Class B common stock of record on March 1, 2024.
Shareholders of exchangeable shares will receive the CAD equivalent of dividends declared on Class A and Class B common stock.
3 unchanged sentences
GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.
−Removed: 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 through December 31, 2022.
−Removed: Accounting Standards Update ("ASU") 2022-06, Reference Rate Reform (Topic 848):
−Removed: Deferral of the Sunset Date of Topic 848 , defers the expiration date of Topic 848 to December 31, 2024 to realign with the revised cessation date for LIBOR.
+Added: 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.
−Removed: We have elected to adopt optional expedients impacting our derivative instruments with maturity dates extending beyond the expected discontinuance date of LIBOR.
−Removed: In addition, in October 2021, we amended our revolving credit facility to replace LIBOR with designated replacement rates for any future borrowings denominated in EUR or GBP.
−Removed: The partial adoption of, and future elections under ASU 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and ASU 2021-01, Reference Rate Reform (Topic 848):
−Removed: Scope , did not and are not expected to have a material impact on our accounting policies or consolidated financial statements.
−Removed: We will continue to evaluate the impact of reference rate reform on our other contracts and assess the impacts of adopting incremental portions of this guidance on our financial statements.
−Removed: In November 2021, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures around government assistance by requiring disclosures of the type of government assistance, our method of accounting for the government assistance and the effect on our financial statements.
−Removed: We adopted this guidance in our annual report for the year ended December 31, 2022.
−Removed: None of the programs in which we receive government assistance are individually material nor are they material in the aggregate.
−Removed: See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for additional information on our government assistance.
−Removed: New Accounting Pronouncements Not Yet Adopted
+Added: We have adopted this guidance and elected to apply certain optional expedients related to our derivative instruments with maturity dates extending beyond the discontinuance date of LIBOR.
+Added: Specifically, in May 2023, we amended our 2026 forward starting interest rate swaps to replace LIBOR with SOFR and applied the optional expedients to account for the transition.
+Added: None of the changes made as a result of reference rate reform had 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.
−Removed: This guidance, with the exception of the rollforward disclosure requirement, is effective for us starting with the first quarter of 2023 and is required to be applied retrospectively.
+Added: We adopted this guidance, with the exception of the rollforward disclosure requirement, starting with our quarterly report for the three months ended March 31, 2023.
+Added: See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for additional information on our supplier finance programs.
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.
−Removed: While early adoption of this guidance is permitted, we plan to adopt as required with all information except for the rollforward disclosure requirement to be disclosed starting with the first quarter of 2023.
−Removed: We expect the guidance to have an impact on disclosures only as the guidance does not impact recognition or measurement of such programs.
+Added: New Accounting Pronouncements Not Yet Adopted
+Added: In December 2023, the FASB issued authoritative guidance intended to enhance transparency and decision usefulness of income tax disclosures.
+Added: The amendments are focused on two specific disclosure areas:
+Added: the rate reconciliation and income taxes paid.
+Added: More disaggregated income tax information, particularly at an individual jurisdiction level (country, state or local territory), is required in both disclosures if certain quantitative thresholds are met.
+Added: The amendments to the rate reconciliation require the use of specific categories, with disclosure of percentages and reporting currency amounts.
+Added: If not already evident, further explanation of the nature, effect and underlying causes of the reconciling items must be included.
+Added: The amendments to the income taxes paid disclosure require reporting of net income taxes paid disaggregated by federal (national), state and foreign.
+Added: This guidance is effective for us starting with our annual report for the year ending December 31, 2025 and the guidance should be applied prospectively.
+Added: We are permitted to early adopt and can choose to apply the guidance retrospectively.
+Added: When adopted, we expect the guidance to have an impact on disclosures only and to not have a material effect on our financial position or results of operations.
+Added: In November 2023, the FASB issued authoritative guidance intended to improve reportable segment disclosures and to enhance disclosures about significant reportable segment expenses.
+Added: The amendments require additional disclosures for both annual and interim periods including disclosures of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss as well as other segment items by reportable segment, among other disclosures.
+Added: This guidance is effective for us starting with our annual report for the year ending December 31, 2024 and the subsequent interim periods and is required to be applied retrospectively to all prior periods presented.
+Added: Because the amendments do not change the methodology for the identification of operating segments, the aggregation of those operating segments or the application of the quantitative thresholds to determine reportable segments, we do not expect the guidance to have a material effect on our financial position or results of operations.
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, to our consolidated financial statements.
2 unchanged sentences
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.
−Removed: Our consolidated VIEs held $ 5.0 million of debt as of December 31, 2022 and none as of December 31, 2021.
−Removed: We have not provided any financial support to any of our VIEs during 2022 that we were not previously contractually obligated to provide.
−Removed: Amounts due to and due from our equity method investments are recorded as affiliate accounts payable and affiliate accounts receivable.
+Added: We have not provided any financial support to any of our VIEs during the year ended December 31, 2023 that we were not previously contractually obligated to provide.
+Added: Amounts due to and due from our equity method investments are recorded as affiliate accounts payable and affiliate accounts receivable which are presented within accounts payable and other current liabilities and trade receivables, net respectively on the consolidated balance sheets.
See below under "Affiliate Transactions" for further details.
1 unchanged sentence
As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation.
−Removed: consolidated VIEs are Cobra Beer Partnership, Ltd.
−Removed: ("Cobra U.K."), RMMC, RMBC and Truss, as well as other immaterial entities.
+Added: Our consolidated VIEs are Cobra Beer Partnership, Ltd.
+Added: ("Cobra U.K."), RMMC and RMBC, as well as other immaterial entities.
Our unconsolidated VIEs are BRI, BDL and TYC, as well as other immaterial investments.
1 unchanged sentence
As a result, we have a guarantee liability of $ 35.4 million and $ 33.3 million recorded as of December 31, 2023 and December 31, 2022, respectively, which is presented within accounts payable and other current liabilities on the consolidated balance sheets and represents our proportionate share of the outstanding balance of these debt instruments.
−Removed: 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 consolidated balance sheets.
3 unchanged sentences
(a subsidiary of Sapporo International).
−Removed: BRI charges its owners administrative fees that are designed so the entity operates on a cash neutral basis.
−Removed: This administrative fee is based on costs incurred, net of other revenues earned, and is allocated in accordance with the operating agreement to its owners based on volume of products.
−Removed: Contractual provisions cause participation in governance and other interests to fluctuate based on this calculated market share requiring frequent primary beneficiary evaluations.
−Removed: However, based on the existing structure, control is shared, and remains shared through such changes, and therefore we do not anticipate becoming the primary beneficiary in the foreseeable future.
−Removed: We consider BRI an affiliate.
−Removed: We have an obligation to proportionately fund BRI's operations.
−Removed: As a result of this obligation, we continue to record our proportional share of BRI's net income or loss and OCI activity, including when we have a negative equity method balance.
−Removed: As of December 31, 2022 and December 31, 2021, we had a positive equity method investment balance of $ 54.3 million and $ 43.9 million, respectively.
+Added: We hold a 50.9 % ownership interest in BRI.
+Added: BRI charges the brewers service fees that are designed so the entity operates on a cash neutral basis.
+Added: This service fee is based on costs incurred, net of other revenues earned, and is allocated in accordance with the operating agreement to its owners based on volume of products sold in the Ontario market.
+Added: Based on the existing structure, control is shared, and we do not anticipate becoming the primary beneficiary in the foreseeable future.
See "Affiliate Transactions" below for BRI affiliate due to and due from balances as of December 31, 2023 and December 31, 2022, respectively, related to trade receivables and payables for sales to external customers and costs incurred by BRI offset by administrative fees charged and paid by MCBC (which may be in a payable or receivable position depending on the amount under or over charged).
1 unchanged sentence
The two owners share equal voting control of this business.
−Removed: We consider BDL an affiliate.
−Removed: BDL charges the owners administrative fees that are designed so the entity operates at break-even profit levels.
−Removed: This administrative fee is based on costs incurred, net of other revenues earned, and is allocated in accordance with the operating agreement to the owners based on volume of products.
−Removed: Our investment in BDL was $ 30.9 million and $ 33.2 million as of December 31, 2022 and December 31, 2021, respectively.
+Added: We hold a 34.0 % ownership interest in BDL.
+Added: BDL charges the owners service fees that are designed so the entity operates at break-even profit levels and annually, operates on a cash neutral basis.
+Added: This service fee is based on costs incurred, net of other revenues earned, and is allocated in accordance with the operating agreement to the owners based on volume of products sold in these provinces.
See "Affiliate Transactions" section below for BDL affiliate due to and due from balances as of December 31, 2023 and December 31, 2022, respectively, related to trade receivables and payables for sales to external customers and costs incurred by BDL offset by administrative fees charged and paid by MCBC (which may be in a payable or receivable position depending on the amount under or over charged).
−Removed: In the third quarter of 2020, we formed TYC, a joint venture equally owned by MCBC and DGY West that, pursuant to an operating agreement, was formed to expand commercialization of Yuengling's brands for any new market expansion outside of Yuengling's then 22 -state footprint and New England in the U.S.
−Removed: During the third quarter of 2021, TYC commenced retail operations with its first product sales in the state of Texas and in the fourth quarter of 2022, TYC announced that it will expand into three new markets consisting of Kansas, Oklahoma and Missouri.
−Removed: We have concluded that TYC is a VIE for which we are not the primary beneficiary and therefore is accounted for as an equity method investment.
+Added: During the third quarter of 2023, we increased our investment in ZOA Energy, LLC (“ZOA”), an energy drink company operating in the U.S.
+Added: and Canada, bringing our ownership interest to 40 %, on a fully diluted basis.
+Added: This increase in ownership resulted in the transition of accounting for our investment from the fair value method under ASC 321 to equity method investment accounting under ASC 323 on a prospective basis and the cash outflow associated with the investment is reflected within Other in the Investing activities section of the consolidated statements of cash flows.
+Added: Subsequent to the increase in our investment, the carrying value of our recorded ownership investment exceeded our ratable portion of underlying equity in the net assets of ZOA, and this basis difference was fully allocated to equity method goodwill.
+Added: In addition, under our agreement, we hold an option to purchase incremental shares to increase our ownership to over 50 % starting September 2024 for a 90 -day period thereafter.
+Added: Furthermore, we have an agreement to distribute ZOA’s products in certain channels in the U.S.
+Added: TYC, a joint venture equally owned by MCBC and DGY West was formed to expand the commercialization of Yuengling's brands for new market expansion outside of Yuengling's original 22 -state footprint and New England in the U.S.
+Added: During the third quarter of 2021, TYC commenced retail operations with its first product sales in the state of Texas and in 2023, TYC expanded into three new markets consisting of Kansas, Oklahoma and Missouri.
+Added: We concluded that TYC is a VIE for which we are not the primary beneficiary and therefore is accounted for as an equity method investment.
We have certain other immaterial equity investments we enter into from time to time that align with our organizational strategies and growth initiatives.
−Removed: Our equity method investments are not considered significant for disclosure of financial information on either an individual or aggregated basis and there were no significant undistributed earnings as of December 31, 2022 or December 31, 2021, for any of these companies.
+Added: The total balance of our equity method investments was $ 222.7 million and $ 96.9 million as of December 31, 2023 and December 31, 2022, respectively.
+Added: Our equity method investments are all within the Americas segment and are included in other assets on the consolidated balance sheets.
+Added: These investments are not considered significant for disclosure of financial information on either an individual or aggregated basis and there were no significant undistributed earnings as of December 31, 2023 or December 31, 2022, for any of these companies.
+Added: We consider each of our equity method investments to be affiliates.
Affiliate Transactions
22 unchanged sentences
We consolidate the results and financial position of Cobra U.K., and it is reported within our EMEA&APAC segment.
−Removed: Truss is a joint venture with HEXO, created to pursue opportunities to develop, produce and market non-alcoholic, cannabis-infused beverages in Canada.
−Removed: Truss is structured as a standalone company with its own board of directors and an independent management team.
−Removed: We maintain a 57.5 % controlling interest in Truss, which is a VIE that is consolidated.
−Removed: Truss subleased the location of its production facility in Belleville, Ontario from HEXO for a portion of the year ended December 31, 2022 and directly from a third party landlord for the remaining portion of the year.
+Added: On August 3, 2023, we sold our 57.5 % controlling interest in Truss LP ("Truss") to Tilray Brands for an immaterial amount and recognized a loss of $ 11.1 million within other operating income (expense), net in our consolidated statement of operations upon deconsolidation of the business.
+Added: Earlier in the year, on June 22, 2023, HEXO Corp, our joint venture partner in Truss, was acquired by Tilray Brands and this transaction had no impact on Molson Coors' ownership in the joint venture or on our consolidated results.
+Added: Prior to the sale of our controlling interest, Truss was recorded as a consolidated VIE in the comparative periods presented.
The following summarizes the assets and liabilities of our consolidated VIEs (including noncontrolling interests):
4 unchanged sentences
Other $ 2.8 $ 3.3 $ 43.3 $ 16.1
+Added: As of December 31, 2023, for RMMC/RMBC, $ 108.2 million and $ 120.7 million were recorded in inventories, net and property, plant and equipment, net, respectively, on the consolidated balance sheets.
+Added: As of December 31, 2022, for RMMC/RMBC, $ 81.1 million and $ 128.6 million were recorded in inventories, net and property, plant and equipment, net, respectively on the consolidated balance sheets.
December 31, 2023 December 31, 2022
5 unchanged sentences
Inventories, net
+Added: $ 802.3 $ 792.9
+Added: Property, Plant and Equipment
December 31, 2023 December 31, 2022
6 unchanged sentences
Other 414.1 395.3
−Removed: Total properties cost 7,884.7 7,699.6
+Added: Total property, plant and equipment cost 8,546.1 7,884.7
accumulated depreciation ( 4,101.6 ) ( 3,661.9 )
−Removed: Properties, net $ 4,222.8 $ 4,192.4
−Removed: As of December 31, 2022, we modified the presentation of the subcategories of properties.
−Removed: The presentation of the subcategories of properties as of December 31, 2021 have been reclassified to conform to the presentation used as of December 31, 2022.
+Added: Property, plant and equipment, net $ 4,444.5 $ 4,222.8
Depreciation expense was $ 475.5 million, $ 476.7 million and $ 568.1 million in the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively.
−Removed: The decrease in depreciation expense for the year ended December 31, 2022 compared to 2021 was primarily due to assets becoming fully depreciated during the year, favorable impacts from foreign currency movements and a decrease in accelerated depreciation recorded as a result of certain facility closures.
Goodwill and Intangible Assets
−Removed: The changes in the gross carrying value of goodwill and accumulated impairment losses are presented in the table below by segment.
+Added: The changes in the carrying value of goodwill is presented in the table below by segment.
Americas EMEA&APAC
+Added: Consolidated (1)
(In millions)
−Removed: Gross carrying value of goodwill $ 6,846.4 $ 1,569.1 $ 8,415.5
−Removed: Accumulated impairment losses ( 695.4 ) ( 1,569.1 ) ( 2,264.5 )
Balance as of December 31, 2021 $ 6,152.6 $ — $ 6,152.6
+Added: Impairments ( 845.0 ) — ( 845.0 )
Foreign currency translation, net ( 15.7 ) — ( 15.7 )
−Removed: Gross carrying value of goodwill 6,852.9 1,517.2 8,370.1
−Removed: Accumulated impairment losses ( 700.3 ) ( 1,517.2 ) ( 2,217.5 )
Balance as of December 31, 2022 $ 5,291.9 $ — $ 5,291.9
−Removed: Impairments ( 845.0 ) — ( 845.0 )
+Added: Acquisition (2)
Foreign currency translation, net 4.2 — 4.2
−Removed: Gross carrying value of goodwill 6,790.4 1,387.6 8,178.0
−Removed: Accumulated impairment losses ( 1,498.5 ) ( 1,387.6 ) ( 2,886.1 )
Balance as of December 31, 2023 $ 5,325.3 $ — $ 5,325.3
−Removed: (1) The EMEA&APAC goodwill balance was fully impaired during the year ended December 31, 2020.
−Removed: 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, as well as an immaterial write-off related to the disposal of our India entity in 2022.
+Added: (1) Accumulated impairment losses for the Americas segment was $ 1,513.3 million as of December 31, 2023 and December 31, 2022.
+Added: The EMEA&APAC goodwill balance was fully impaired during the year ended December 31, 2020 with an accumulated impairment loss of $ 1,484.3 million.
+Added: (2) Goodwill acquired in our Americas segment was related to the Blue Run acquisition further discussed in Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" .
+Added: The goodwill acquired is not deductible for tax purposes.
The following table presents details of our intangible assets, other than goodwill, as of December 31, 2023:
28 unchanged sentences
Total $ 14,352.5 $ ( 1,552.4 ) $ 12,800.1
−Removed: The changes in the gross carrying amounts of intangible assets from December 31, 2021 to December 31, 2022 are primarily due to the impact of foreign exchange rates, as a significant amount of intangible assets are denominated in foreign currencies.
−Removed: Based on foreign exchange rates as of December 31, 2022, the estimated future amortization expense of intangible assets is as follows:
+Added: The increase in the gross carrying amounts of intangible assets from December 31, 2022 to December 31, 2023 was primarily driven by the acquired brand intangible asset related to Blue Run as well as the impact of foreign currency exchange rates as a significant amount of intangible assets are denominated in foreign currencies, partially offset by the impairment of the Staropramen family of brands during the fourth quarter of 2023.
+Added: Based on foreign exchange rates as of December 31, 2023, the estimated future amortization expense of intangible assets for the next five years is as follows:
(In millions)
Amortization expense of intangible assets was $ 207.3 million, $ 208.1 million and $ 218.0 million for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively.
−Removed: This expense is primarily presented within MG&A in our consolidated statements of operations.
+Added: This expense was primarily presented within MG&A in our consolidated statements of operations.
Annual 2023 Impairment Assessment
−Removed: We completed our required annual goodwill and indefinite-lived intangible asset impairment testing as of October 1, 2022, the first day of our fourth quarter, using a combination of a discounted cash flow analysis and market approach in the determination of fair value and concluded that the carrying value of the Americas reporting unit was in excess of its fair value amount such that an impairment loss of $ 845.0 million was recorded to the "Goodwill impairment" line item on the consolidated statements of operations.
−Removed: Due to the partial impairment of the Americas reporting unit goodwill, the remaining goodwill balance related to this reporting unit is still considered to be at risk for future impairments as further discussed below.
−Removed: Prior to the quantitative goodwill impairment test, we tested the recoverability of the indefinite-lived and definite-lived intangible assets and other long-lived assets within our Americas reporting unit and concluded no impairments were noted.
−Removed: The decline in the fair value of the Americas reporting unit in the current year was largely impacted by macroeconomic factors including an increase to the discount rate as a result of the recent rising interest rate environment as well as reductions in management forecasts and expectations due primarily to cost inflation pressures in the near to medium term and a softening beer market in certain markets in which we operate.
−Removed: Specifically, the discount rate used in developing our annual fair value estimates for the Americas reporting unit in the current year was 8.75 % based on market-specific factors as compared to 8.25 % used as of the October 1, 2021 annual testing date.
−Removed: Due to the partial impairment charge, the reporting unit is still considered to be at risk of future impairment.
−Removed: We continue to focus on building on the strength of our iconic core brands, growing our above premium portfolio and expanding beyond the beer aisle.
−Removed: 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.
−Removed: In addition, these growth targets have been
−Removed: 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.
−Removed: Additionally, the fair value determinations are sensitive to further unfavorable changes in forecasted cash flows, macroeconomic conditions, market multiples or discount rates that could negatively impact future analyses, including the ongoing impacts of cost inflation, further increases to interest rates, and other external industry factors impacting our business.
+Added: We completed our required annual goodwill and indefinite-lived intangible asset impairment testing as of October 1, 2023, the first day of our fourth quarter, using a combination of a discounted cash flow analysis and market approach in the determination of fair value and concluded that the fair value of the Americas reporting unit was in excess of its carrying value by slightly less than 15 % and therefore no goodwill impairment charge was recorded.
+Added: The fair value of the Americas reporting unit increased during the current year and was largely impacted by shifts in consumer preferences in the U.S.
+Added: market towards our core brands leading to increased volume and share, paired with pricing increases put in place starting in late 2022 as well as lower than previously expected inflation rates.
+Added: This is partially offset by an increase to the discount rate as a result of the recent rising interest rate environment.
+Added: Specifically, the discount rate used in developing our annual fair value estimates for the Americas reporting unit in the current year was 9.00 % based on market-specific factors, primarily the recent interest rate environment, as compared to 8.75 % used as of the October 1, 2022 annual testing date.
+Added: Due to the current amount by which the Americas reporting unit fair value exceeds its carrying value, the reporting unit continues to be at a heightened risk of future impairment.
+Added: We continue to focus on growing our core power brand net sales, aggressively premiumizing our portfolio and scaling and expanding beyond beer.
+Added: While progress has been made on these strategies over recent years, including 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.
+Added: These growth targets have been aligned 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.
+Added: Additionally, the fair value determinations are sensitive to changes in forecasted cash flows, macroeconomic conditions, market multiples or discount rates that could negatively impact future analyses, including the ongoing impacts of cost inflation, further increases to interest rates, and other external industry factors impacting our business.
The key assumptions used to derive the estimated fair values of our reporting units represent Level 3 measurements.
Indefinite-Lived Intangible Assets
−Removed: The fair value of the Coors brands in the Americas, the Miller brands in the U.S., the Carling brands in the U.K.
−Removed: and Staropramen brands in EMEA&APAC all exceed their respective carrying values by over 15.0 % as of the annual testing date and therefore are not considered at risk for potential future impairment.
+Added: As of the October 1, 2023 testing date, the carrying value of the Staropramen family of brands in EMEA&APAC was determined to be in excess of its fair value such that an impairment loss of $ 160.7 million was recorded within other non-operating income (expense), net.
+Added: As this is a partial impairment, the intangible asset is considered to be at a heightened risk of future impairment, and the carrying value of the brand was $ 426.9 million as of December 31, 2023.
+Added: The decline in the fair value in the current year was impacted by reductions in management forecasts due to delays and changes in strategic priorities for expansion and distribution of the brand in certain export and license markets, increased optionality for consumers in the premium sector in key markets, and reduced demand in Central and Eastern Europe due to cost inflation pressures on consumers as well as macroeconomic factors including an increase to the discount rate as a result of the recent rising interest rate environment.
+Added: The discount rate used in developing our annual fair value estimates for the Staropramen family of brands in the current year was 13.25 % based on company-specific and market-specific factors, as compared to 11.25 % used as of the October 1, 2022 annual testing date.
+Added: The fair value of the Coors brands in the Americas, the Miller brands in the U.S.
+Added: and the Carling brands in EMEA&APAC all exceeded their respective carrying values by over 15.0 % as of the annual testing date.
We utilized Level 3 fair value measurements in our impairment analysis of our indefinite-lived intangible assets.
6 unchanged sentences
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
−Removed: As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future, and if our assumptions are not realized, it is possible that impairment charges may need to be recorded in the future.
+Added: As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future.
+Added: If our assumptions are not realized, it is possible that impairment charges may need to be recorded in the future.
Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units and indefinite-lived intangible assets may include such items as:
−Removed: (i) a decrease in expected future cash flows, specifically, an inability to execute on our strategic initiatives or increase in costs driven by inflation or other factors that could significantly impact our immediate and long range results, a prolonged weakness in consumer demand or other competitive pressures adversely affecting our long-term volume trends, a continuation of the trend away from core brands in certain of our markets, especially in markets where our core brands represent a significant portion of the market, unfavorable working capital changes and an inability to successfully achieve our cost savings targets, (ii) adverse changes in macroeconomic conditions or an economic recovery that significantly differs from our assumptions in timing and/or degree (such as a global pandemic or recession), (iii) significant unfavorable changes in tax rates (iv) volatility in the equity and debt markets or other country specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples;
−Removed: and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages.
+Added: (i) a decrease in expected future cash flows, specifically, an inability to execute on our strategic initiatives or increase in costs driven by inflation or other factors that could significantly impact our immediate and long range results, a prolonged weakness in consumer demand or other competitive pressures adversely affecting our long-term volume trends, changes in trends and consumer preferences within the industry towards other brands or product categories, unfavorable working capital changes and an inability to successfully achieve our cost savings targets, (ii) adverse changes in macroeconomic conditions or an economic recovery that significantly differs from our assumptions in timing and/or degree (such as a global pandemic or recession), (iii) significant unfavorable changes in tax rates, (iv) volatility in the equity and debt markets or other country specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages.
Based on known facts and circumstances, we evaluate and consider recent events and uncertain items, as well as related potential implications, as part of our annual assessment and incorporate them into the analyses as appropriate.
These facts and circumstances are subject to change and may impact future analyses.
−Removed: For example, we continue to monitor the challenges within the beer industry for further weakening or additional systemic structural declines, as well as for adverse changes in macroeconomic conditions such as cost inflation and the lingering coronavirus pandemic and the potential impacts either may have on our immediate or long range results.
+Added: For example, we continue to monitor the challenges within the beer industry for further weakening or additional systemic structural declines, as well as for adverse changes in macroeconomic conditions such as cost inflation and the potential impacts this may have on our immediate or long range results.
We also continuously monitor the market inputs used in calculating our discount rates, including risk-free rates, equity premiums and our cost of debt, which could result in a meaningful change to our weighted-average cost of capital calculation, as well as the market multiples used in our impairment assessment.
Substantial changes in any of these inputs could lead to a material impairment.
−Removed: Furthermore, increased volatility in the equity and debt markets or other country specific factors, including, but not limited to, extended or future government intervention in response to inflation or the pandemic, could also result in a meaningful change to our weighted-average cost of capital calculation and other inputs used in our impairment assessment.
+Added: Furthermore, increased volatility in the equity and debt markets or other country specific factors, including, but not limited to, extended or future government intervention in response to inflation, could also result in a meaningful change to our weighted-average cost of capital calculation and other inputs used in our impairment assessment.
Annual 2022 Impairment Assessment
−Removed: We completed our required annual goodwill and indefinite-lived intangible asset impairment analysis as of October 1, 2021 and concluded that the fair value of the Americas reporting unit was determined to be in excess of its carrying amount and no goodwill impairment charge was required.
−Removed: While the Americas reporting unit did not have an impairment of goodwill, it was considered to be at risk for future impairments with only 6 % cushion of fair value in excess of carrying value.
−Removed: We also evaluated the indefinite-lived and definite-lived intangible assets within our Americas and EMEA&APAC reporting unit and concluded no impairments were required for our indefinite-lived assets or definite-lived intangible assets.
+Added: We completed our required annual goodwill and indefinite-lived intangible asset impairment analysis as of October 1, 2022 and concluded that the carrying value of the Americas reporting unit was in excess of its fair value amount such that an impairment loss of $ 845.0 million was recorded to the "Goodwill impairment" line item on the consolidated statements of operations.
+Added: The decline in the fair value of the Americas reporting unit was largely impacted by macroeconomic factors including an increase to the discount rate as a result of the recent rising interest rate environment as well as reductions in management forecasts and expectations due primarily to cost inflation pressures and a softening beer market in certain markets in which we operate.
+Added: In conjunction with the annual 2022 goodwill impairment analysis, we also evaluated the indefinite-lived and definite-lived intangible assets within our Americas and EMEA&APAC reporting units and concluded no impairments were required for our indefinite-lived assets or definite-lived intangible assets.
Definite-Lived Intangible Assets and Other Long-Lived Assets
Regarding definite-lived assets, we continuously monitor the performance of the underlying assets for potential triggering events suggesting an impairment review should be performed.
−Removed: As noted above, we tested the recoverability of the indefinite-lived and definite-lived intangible assets and other long-lived assets within our Americas reporting unit prior to the annual quantitative goodwill impairment test, with no impairment noted.
During the first quarter of 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.
1 unchanged sentence
See Note 17, "Other Operating Income (Expense), net" for further details on impairment losses recorded.
−Removed: No other material triggering events were identified in either 2022 or 2021 related to definite-lived intangible assets or other long-lived assets.
+Added: No other material triggering events were identified in either the year ended December 31, 2023 or 2022 related to definite-lived intangible assets or other long-lived assets.
Accounts Payable and Other Current Liabilities
6 unchanged sentences
Returnable container deposit liabilities 113.2 116.8
−Removed: Operating leases 44.7 45.4
+Added: Operating lease liabilities
Accounts payable and other current liabilities $ 3,180.8 $ 2,978.3
27 unchanged sentences
Finance Leases
−Removed: Finance lease right-of-use assets Properties, net $ 50.2 $ 61.5
+Added: Finance lease right-of-use assets Property, plant and equipment, net $ 46.4 $ 50.2
Current finance lease liabilities Current portion of long-term debt and short-term borrowings $ 5.2 $ 5.3
1 unchanged sentence
Total finance lease liabilities $ 53.7 $ 61.5
−Removed: The weighted-average remaining lease term and discount rate as of December 31, 2022 are as follows:
+Added: The weighted-average remaining lease term and discount rate as of December 31, 2023 were as follows:
Weighted-Average Remaining Lease Term (Years) Weighted-Average Discount Rate
8 unchanged sentences
2027 24.6 5.0
+Added: 2028 18.7 4.7
Thereafter 90.3 36.5
2 unchanged sentences
Present value of lease liabilities $ 210.8 $ 53.7
−Removed: Executed leases that have not yet commenced as of December 31, 2022 are not material except for master railcar leases with total undiscounted payments of $ 54.6 million expected to commence in 2023.
+Added: As of December 31, 2023, we entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $ 23 million.
+Added: The leases are expected to commence in 2024.
Debt Obligations
2 unchanged sentences
Long-term debt
−Removed: $ 500 million 3.5 % notes due May 2022 (1)(2)
CAD 500 million 2.84 % notes due July 2023 (1)(2)(3)
14 unchanged sentences
Short-term borrowings (5)
−Removed: Short-term borrowings (5)
Current portion of long-term debt 890.3 376.2
Current portion of long-term debt and short-term borrowings $ 911.8 $ 397.1
−Removed: (1) We repaid our $ 500 million 3.5 % USD notes upon maturity on May 1, 2022 using a combination of commercial paper borrowings and cash on hand.
−Removed: (2) On May 3, 2012, we issued approximately $ 1.9 billion of senior notes with portions maturing in 2017, 2022 and 2042.
−Removed: The issuance resulted in total proceeds, before expenses, of approximately $ 1.9 billion, net of underwriting fees and discounts of $ 14.7 million and $ 4.6 million, respectively.
−Removed: Approximately $ 1.1 billion of senior notes remained outstanding as of December 31, 2022, and the total remaining debt issuance costs capitalized in connection with these notes, including the underwriting fees and discounts, were $ 8.7 million and are being amortized over the term of the 2042 notes.
−Removed: (3) On July 7, 2016, MCBC issued approximately $ 5.3 billion senior notes with portions maturing from July 15, 2019 through July 15, 2046 ("2016 USD Notes").
−Removed: Approximately $ 3.8 billion remained outstanding as of December 31, 2022.
−Removed: At the same time in 2016, MCBC also issued EUR 800 million senior notes maturing July 15, 2024 ("2016 EUR Notes"), and Molson Coors International L.P., completed a private placement of CAD 1.0 billion senior notes maturing July 15, 2023 and July 15, 2026 ("2016 CAD Notes").
−Removed: All senior notes were issued in order to partially fund the financing of the Acquisition (2016 USD Notes, 2016 EUR Notes and 2016 CAD Notes, collectively, the "2016 Notes").
−Removed: Debt issuance costs capitalized in connection with these notes including underwriting fees, discounts and other financing related costs, were $ 31 million as of December 31, 2022 and are being amortized over the respective and remaining terms of the 2016 Notes.
−Removed: (4) We entered into forward starting interest rate swap agreements to hedge interest rate volatility for a 10-year period until they were settled on September 18, 2015.
−Removed: We are amortizing a portion of the resulting loss from AOCI to interest expense over the remaining term of the 2016 CAD Notes, as defined above, up to the full 10-year term of the interest rate swap agreements.
+Added: (1) These senior notes were issued in 2016 in order to partially fund the financing of the MillerCoors Acquisition (USD Notes, EUR Notes and CAD Notes).
+Added: Total remaining debt issuance costs capitalized in connection with these notes including underwriting fees, discounts and other financing related costs, were $ 27.2 million as of December 31, 2023 and are being amortized over the respective and remaining terms.
+Added: (2) We entered into forward starting interest rate swap agreements to hedge interest rate volatility for a 10-year period until the swaps were settled on September 18, 2015.
+Added: We are amortizing a portion of the resulting loss from AOCI to interest expense over the remaining term of the CAD 500 million 3.44 % notes maturing July 2026 ("2026 CAD notes"), up to the full 10-year term of the interest rate swaps.
The amortizing loss resulted in an increase in our effective cost of borrowing compared to the stated coupon rates by 0.4 % on the 2026 CAD notes.
See Note 10, "Derivative Instruments and Hedging Activities" for further details on the forward starting interest rate swaps.
+Added: (3) We repaid our CAD 500 million 2.84 % notes upon maturity on July 15, 2023 using cash on hand.
+Added: (4) On May 3, 2012, we issued approximately $ 1.9 billion of senior notes with $ 1.1 billion remaining due in 2042.
+Added: The total remaining debt issuance costs capitalized in connection with these notes, including the underwriting fees and discounts, were $ 8.3 million as of December 31, 2023 and are being amortized over the remaining term of the 2042 notes.
+Added: (5) Our short-term borrowings include bank overdrafts, borrowings on our overdraft facilities and other items.
As of December 31, 2023, we had $ 16.5 million in bank overdrafts and $ 75.5 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $ 59.0 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.
−Removed: The JPY facilities were early terminated in the first quarter of 2022.
−Removed: As of December 31, 2021, we had $ 3.9 million of outstanding borrowings under our JPY facilities.
In addition, we have CAD, GBP and USD overdraft facilities under which we had no outstanding borrowings as of December 31, 2023 or December 31, 2022.
6 unchanged sentences
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.
−Removed: As of December 31, 2022 and December 31, 2021, the fair value of our outstanding long-term debt (including current portion of long-term debt) was approximately $ 5.9 billion and $ 7.7 billion, respectively.
−Removed: The decline in the fair value of our debt was primarily driven by rising interest rates, lower notional outstanding and foreign currency impacts.
+Added: As of December 31, 2023 and December 31, 2022, the fair value of our outstanding long-term debt (including current portion of long-term debt) was approximately $ 5.9 billion.
All senior notes are valued based on significant observable inputs and classified as Level 2 in the fair value hierarchy.
1 unchanged sentence
Revolving Credit Facility and Commercial Paper
−Removed: We maintain a $ 1.5 billion revolving credit facility with a maturity date of July 7, 2024 that also 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.
−Removed: We use this financing from time to time to leverage cash needs including debt repayments.
−Removed: During 2022, we utilized borrowings from this facility in order to fund the repayment of debt upon maturity, for working capital and for general purposes.
+Added: On June 26, 2023, we amended and restated our multi-currency revolving credit facility to, among other things, extend the term through June 26, 2028, and to increase the borrowing capacity to $ 2.0 billion.
+Added: This $ 2.0 billion revolving credit facility amended our pre-existing $ 1.5 billion revolving credit facility, which was scheduled to mature on July 7, 2024.
+Added: On September 28, 2023, we amended our commercial paper program, which reduces borrowing capacity under the revolving credit facility, to a maximum borrowing capacity of $ 2.0 billion to borrow at any time at variable interest rates.
+Added: The $ 150 million sub-facility available for the issuance of letters of credit remains unchanged.
+Added: Concurrent with the amended and restated multi-currency revolving credit facility, in the second quarter of 2023, we incurred incremental issuance costs of $ 5.2 million related to the $ 2.0 billion revolving credit facility, which are recorded within other current assets, net, and other assets on the consolidated balance sheets and are being amortized over the term of the facility.
+Added: We use this facility from time to time to fund the repayment of debt upon maturity and for working capital or general purposes.
We had no borrowings drawn on this revolving credit facility and no commercial paper borrowings as of December 31, 2023 and December 31, 2022.
2 unchanged sentences
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.
−Removed: The maximum leverage ratio as of December 31, 2022 is 4.00 x net debt to EBITDA (as defined in the revolving credit facility agreement), through maturity of the credit facility.
+Added: Under the amended and restated $ 2.0 billion revolving credit facility, we are required to maintain a maximum leverage ratio, calculated as net debt to EBITDA (as defined in the revolving credit facility agreement) of 4.00 x, measured as of the last day of each fiscal quarter through maturity of the credit facility.
As of December 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 December 31, 2023 rank pari-passu.
−Removed: As of December 31, 2022, the aggregate principal debt maturities of long-term debt and short-term borrowings, based on foreign exchange rates as of December 31, 2022, for the next 5 years are as follows:
+Added: As of December 31, 2023, the aggregate principal debt maturities of long-term debt and short-term borrowings, based on foreign exchange rates as of December 31, 2023, were as follows:
(In millions)
17 unchanged sentences
Counterparty Risk
−Removed: While, by policy, the counterparties to any of the financial derivatives we enter into are major institutions with investment grade credit ratings of at least A- by Standard & Poor's (or the equivalent) or A3 by Moody's, we are exposed to credit-related losses in the event of non-performance by counterparties.
+Added: While, by policy, the counterparties to any of the financial derivatives we enter into are major institutions with minimum investment grade credit ratings of BBB- by Standard & Poor's (or the equivalent) or Baa3 by Moody's, we are exposed to credit-related losses in the event of non-performance by counterparties.
This credit risk is generally limited to the unrealized gains in such contracts, should any of these counterparties fail to perform as contracted.
6 unchanged sentences
The current fair values of our contracts could differ significantly from the cash settled values with our counterparties.
−Removed: As such, we are exposed to price risk related to
−Removed: unfavorable changes in the fair value of our derivative contracts.
+Added: As such, we are exposed to price risk related to unfavorable changes in the fair value of our derivative contracts.
We may be forced to cash settle all or a portion of our derivative contracts before the expected settlement date upon the occurrence of certain contractual triggers including a change of control, termination event or other breach of agreement.
8 unchanged sentences
Derivative Accounting Policies
−Removed: Our foreign currency forwards and our forward starting interest rate swaps are designated in hedging relationships as cash flow hedges.
+Added: Our forward starting interest rate swaps and most of our foreign currency forwards are designated in hedging relationships as cash flow hedges.
Prior to settlements discussed below, our interest rate swaps were designated as fair value hedges and our cross currency swaps were designated as net investment hedges.
20 unchanged sentences
Foreign Denominated Debt
−Removed: In 2016, we issued EUR 800 million senior notes maturing July 15, 2024 to partially fund the Acquisition.
+Added: In 2016, we issued EUR 800 million senior notes maturing July 15, 2024 to partially fund the MillerCoors Acquisition.
Concurrent with the issuance of these notes, we simultaneously designated the principals as net investment hedges of our investment in our Europe business in order to hedge a portion of the foreign currency translational impacts and, accordingly, record the changes in the carrying value due to fluctuations in the spot rate to AOCI.
−Removed: See Note 9, "Debt" for further discussion.
Cross Currency Swaps
8 unchanged sentences
Under the agreements, we are required to early terminate these swaps at the time we expect to issue the related forecasted debt.
−Removed: We have designated these contracts as cash flow hedges.
+Added: We designated these contracts as cash flow hedges.
As a result, the unrealized mark-to-market gains or losses are recorded to AOCI until termination at which point the realized gain or loss of these swaps at issuance of the hedged debt are reclassified from AOCI and amortized to interest expense over the term of the hedged debt.
4 unchanged sentences
The immaterial loss on settlement of the swaps was recorded through interest expense during the second quarter of 2022.
−Removed: In 2015 we entered into forward starting interest rate swaps with a notional of CAD 600 million in order to manage our exposure to the volatility of the interest rates associated with the future interest payments on the forecasted CAD debt issuances, which ultimately became the 2015 Notes and a portion of the 2016 Notes.
−Removed: The swaps had an effective date of September 2015 and a termination date of September 2025 mirroring the terms of the initially forecasted CAD debt issuance.
+Added: In 2015, we entered into forward starting interest rate swaps with a notional of CAD 600 million in order to manage our exposure to the volatility of the interest rates associated with the future interest payments on the forecasted CAD debt issuances.
+Added: The swaps had a termination date of September 2025 mirroring the terms of initially forecasted CAD debt issuances.
Under these agreements we were required to early terminate these swaps at the approximate time we issued the previously forecasted debt.
−Removed: We had designated these contracts as cash flow hedges and accordingly, a portion of the CAD 39.2 million ($ 29.5 million at settlement) loss on the forward starting interest rate swaps is being reclassified from AOCI and amortized to interest expense over the remaining term of the 2015 Notes, repaid in September 2020, and over portions of the 2016 CAD Notes up to the full 10-year term of the interest rate swap agreements.
+Added: We had designated these swaps as cash flow hedges and accordingly, a portion of the CAD 39.2 million ($ 29.5 million at settlement) loss on the swaps is being reclassified from AOCI and amortized to interest expense over the remaining term of the 2026 CAD notes up to the full 10-year term of the swaps.
+Added: Additionally, in 2023 we repaid our CAD 500 million 2.84 % notes upon maturity which resulted in an acceleration of amortization of the loss for an immaterial amount.
The remaining unamortized portion of the loss in AOCI as of December 31, 2023 was $ 5.7 million.
1 unchanged sentence
We have financial foreign exchange forward contracts in place to manage our exposure to foreign currency fluctuations.
−Removed: We hedge foreign currency exposure related to certain royalty agreements, exposure associated with the purchase of production inputs and imports that are denominated in currencies other than the functional entity's local currency and other foreign exchanges exposures.
+Added: We hedge foreign currency exposure related to certain royalty agreements, exposure associated with the purchase of production inputs and imports that are denominated in currencies other than the entity's functional currency and most other foreign exchanges exposures.
These contracts have been designated as cash flow hedges of forecasted foreign currency transactions.
We use foreign currency forward contracts to hedge these future forecasted transactions up to a 60 month horizon.
+Added: In the second quarter of 2023, we entered into approximately CAD 260 million (approximately $ 195 million USD) of foreign exchange forward contracts to manage our exposure to foreign currency fluctuations related to the repayment of our CAD 500 million 2.84 % notes that matured on July 15, 2023.
+Added: These contracts were not designated in hedge accounting relationships;
+Added: as such, changes in the fair value were recorded in other non-operating income (expense), net in the consolidated statements of operations.
+Added: These contracts settled on July 12, 2023 in advance of the notes repayment for an immaterial amount.
Commodity Swaps and Options
−Removed: We have financial commodity swap and option contracts in place to hedge changes in the prices of natural gas, aluminum, including surcharges relating to our aluminum exposures, corn, barley and diesel.
+Added: We have financial commodity swap and option contracts in place to hedge changes in the prices of natural gas, aluminum, including surcharges relating to our aluminum exposures, corn, sweeteners, barley and diesel.
These contracts allow us to swap our floating exposure to changes in these commodity prices for a fixed rate.
1 unchanged sentence
As such, changes in fair value of these derivatives are recorded in cost of goods sold in the consolidated statements of operations.
−Removed: We hedge forecasted purchases of natural gas, aluminum, corn and diesel each up to 60 months out in the future for use in our supply chain, in line with our risk management policy.
+Added: We hedge forecasted purchases of natural gas, aluminum, corn, sweeteners and diesel each up to 60 months out in the future for use in our supply chain, in line with our risk management policy.
Further, we hedge forecasted purchases of barley based on crop year and physical inventory management.
For purposes of measuring segment operating performance, the unrealized changes in fair value of the swaps not designated in hedge accounting relationships are reported in Unallocated outside of the segment specific operating results until such time that the exposure we are managing is realized.
−Removed: At that time, we reclassify the gain or loss from Unallocated to the operating segment, allowing our operating segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility.
−Removed: In the fourth quarter of 2018, in connection with the formation of the Truss joint venture, as discussed further in Note 3, "Investments," our joint venture partner, HEXO, issued to our Canadian subsidiary warrants to purchase common shares of HEXO at any time during the three year period following the formation of the joint venture.
+Added: At that time, we reclassify the gain or loss from Unallocated to the respective operating segment, allowing our operating segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility.
+Added: In the fourth quarter of 2018, in connection with the formation of our former Truss joint venture, as discussed further in Note 3, "Investments," our joint venture partner, HEXO, issued to our Canadian subsidiary warrants to purchase common shares of HEXO at any time during the three year period following the formation of the joint venture.
The warrants to acquire common shares of HEXO expired unexercised on October 4, 2021.
3 unchanged sentences
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.
−Removed: The tables below summarize our derivative assets and (liabilities) that were measured at fair value as of December 31, 2022 and December 31, 2021.
+Added: The table below summarizes our derivative assets and (liabilities) that were measured at fair value as of December 31, 2023 and December 31, 2022.
See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion related to measuring the fair value of derivative instruments.
−Removed: Fair Value Measurements as of
−Removed: December 31, 2022
−Removed: December 31, 2022 Quoted prices
−Removed: in active markets
−Removed: (Level 1) Significant
−Removed: (Level 2) Significant
−Removed: (In millions)
−Removed: Interest rate swaps $ 40.0 $ — $ 40.0 $ —
−Removed: Foreign currency forwards 7.6 — 7.6 —
−Removed: Commodity swaps and options 69.0 — 69.0 —
−Removed: Total $ 116.6 $ — $ 116.6 $ —
−Removed: Fair Value Measurements as of
+Added: Fair value for all derivative contracts as of December 31, 2023 and 2022 were valued using significant other observable inputs, also known as Level 2 inputs.
December 31, 2023
December 31, 2022
−Removed: Quoted prices
−Removed: in active markets
−Removed: (Level 1) Significant
−Removed: (Level 2) Significant
(In millions)
−Removed: Interest rate swaps ( 170.8 ) — ( 170.8 ) —
+Added: Forward starting interest rate swaps $ 41.6 40.0
Foreign currency forwards ( 1.4 ) 7.6
2 unchanged sentences
As of December 31, 2023 and December 31, 2022, we had no significant transfers between Level 1 and Level 2.
−Removed: New derivative contracts tran sacted during 2022 were all included in Level 2.
+Added: New derivative contracts transacted during 2023 were all included in Level 2.
Results of Period Derivative Activity
5 unchanged sentences
Derivatives designated as hedging instruments:
−Removed: Interest rate swaps $ 1,000.0 Other non-current assets 40.0 Other liabilities —
+Added: Forward starting interest rate swaps $ 1,000.0 Other non-current assets $ 41.6 Other liabilities $ —
Foreign currency forwards $ 219.4 Other current assets 1.1 Accounts payable and other current liabilities ( 1.2 )
12 unchanged sentences
Derivatives designated as hedging instruments:
−Removed: Interest rate swaps $ 1,500.0 Other current assets $ — Accounts payable and other current liabilities $ ( 67.7 )
−Removed: Other non-current assets — Other liabilities ( 103.1 )
+Added: 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 )
42 unchanged sentences
For the year ended December 31, 2022
−Removed: Cross currency swaps $ 8.8 Interest income (expense), net $ 6.1
EUR 800 million notes due 2024
6 unchanged sentences
Total $ 76.5 $ 6.1
−Removed: (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.
+Added: (1) Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and period amortization is recorded in OCI.
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 years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively, we did not reclassify any amounts related to net investment hedges from AOCI into earnings.
−Removed: We expect net gains o f approximately $ 2 million (pretax) recorded in AOCI as of December 31, 2022 will be reclassified into earnings within the next 12 months.
−Removed: For derivatives designated in cash flow hedge relationships, the maximum length of time over which forecasted transactions are hedged as of December 31, 2022 is approximately 3 years, as well as those related to our forecasted debt issuances in 2026.
+Added: We expect net losses o f approximately $ 3 million (pretax) recorded in AOCI as of December 31, 2023 will be reclassified into earnings within the next 12 months.
+Added: For derivatives designated in cash flow hedge relationships, the maximum length of time over which forecasted transactions are hedged as of December 31, 2023 is approximately 3 years, including those related to our forecasted debt issuances in 2026.
The Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Operations (in millions):
4 unchanged sentences
Commodity swaps Cost of goods sold $ ( 61.7 )
+Added: Foreign currency swaps Other non-operating income (expense), net 2.7
+Added: Total $ ( 59.0 )
For the year ended December 31, 2022
Commodity swaps Cost of goods sold $ 42.6
−Removed: Commodity options Cost of goods sold 0.1
−Removed: Warrants Other non-operating income (expense), net ( 0.3 )
−Removed: Total $ 403.2
For the year ended December 31, 2021
Commodity swaps Cost of goods sold $ 403.4
+Added: Commodity options Cost of goods sold 0.1
Warrants Other non-operating income (expense), net ( 0.3 )
+Added: Total $ 403.2
Employee Retirement Plans and Postretirement Benefits
7 unchanged sentences
however, those plans are excluded from this disclosure as BRI and BDL are equity method investments and not consolidated.
−Removed: In the U.S., we participate in and makes contributions to multi-employer pension plans.
+Added: In the U.S., we participate in and make contributions to multi-employer pension plans.
Contributions to multi-employer pension plans were $ 4.1 million, $ 3.6 million and $ 7.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.
2 unchanged sentences
The benefits paid, including prescription drugs, were $ 31.2 million, $ 33.0 million and $ 33.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: There were no subsidies received for the years ended December 31, 2022 and 2021, and immaterial subsidies received for the year ended December 31, 2020.
+Added: There were no subsidies received for the years ended December 31, 2023, 2022 and 2021.
Defined Benefit and OPEB Plans
−Removed: Current Year Pension Transactions
−Removed: Purchase of an Annuity Contract in Canada
−Removed: During December 2022, we purchased an annuity contract to transfer all of the pension plan liabilities, approximately $ 185 million of projected benefit obligations as of December 31, 2021, of a certain pension plan and the associated administration of benefits to an insurance company using that plan's assets.
−Removed: This transaction had no impact on the amount, timing or form of the retirement benefit payments to the affected retirees and beneficiaries.
−Removed: Because approximately ninety-three percent of plan participants reside in jurisdictions allowing a company to discharge its pension liability, approximately ninety-three percent of the plan's liabilities and associated assets were written off.
−Removed: The remaining portion of plan assets and plan liabilities are recorded on our balance sheet as a buy-in transaction.
−Removed: Due to the close proximity to year end, the remaining pension plan assets and liabilities of the plan not discharged were remeasured using updated actuarial assumptions in conjunction with the year-end pension valuation.
−Removed: Purchase of an Annuity Contract in the United States
−Removed: During the third quarter of 2022, we purchased an annuity contract to transfer approximately $ 340 million, or approximately twenty percent, of U.S.
−Removed: qualified pension plan liabilities and the associated administration of benefits to an insurance company using U.S.
−Removed: qualified pension plan assets.
−Removed: This transaction had no impact on the amount, timing or form of
−Removed: the retirement benefit payments to the affected retirees and beneficiaries.
−Removed: As a result of the transaction, we reduced our U.S.
−Removed: qualified pension plan liabilities and assets, and remeasured the remaining pension plan assets and obligations using updated actuarial assumptions.
−Removed: Longevity Swap Insurance Contract
−Removed: During the second quarter of 2022, the trustees of the Molson Coors U.K.
−Removed: Pension Plan ("U.K.
−Removed: Pension Plan") entered into a longevity swap insurance contract with an insurer to alleviate risk in the U.K.
−Removed: Pension Plan from potential fluctuations in estimated life expectancy of covered participants who made up approximately 950 million GBP, or over fifty percent of the U.K.
−Removed: Pension Plan obligation as of December 31, 2021.
−Removed: Under the swap, the U.K.
−Removed: Pension Plan will be responsible for fixed payments to the insurer based on the assumptions outlined at the execution of the swap related to the estimated life expectancy of the covered participants while the insurer will be responsible for floating payments to the U.K.
−Removed: Pension Plan based on actual mortality experience of the covered participants.
−Removed: The longevity swap is accounted for as an asset of the U.K.
−Removed: Pension Plan and is valued at fair value in conjunction with the annual plan remeasurement on December 31 of each fiscal year.
−Removed: At execution of the swap, there was no value assigned to the swap due to the longevity swap insurance contract being entered into at market terms.
−Removed: In addition, no plan remeasurement was triggered at the execution of the contract as the swap does not relieve the U.K.
−Removed: Pension Plan of primary responsibility for the pension benefit obligation.
−Removed: As of December 31, 2022, the annual plan remeasurement resulted in an immaterial value of the swap.
−Removed: We will continue to revalue the swap annually as part of each year-end remeasurement.
−Removed: Benefit payments to the covered participants will continue to be paid from the U.K.
−Removed: Pension Plan, and there is no change to any contractual benefits owed to the covered participants by the U.K.
−Removed: Pension Plan.
Net Periodic Pension and OPEB (Benefit) Cost
14 unchanged sentences
Net periodic pension and OPEB (benefit) cost $ 0.6 $ ( 6.6 ) $ ( 6.0 ) $ ( 40.5 ) $ 10.7 $ ( 29.8 ) $ ( 50.9 ) $ 13.2 $ ( 37.7 )
−Removed: (1) The pension settlement charge recognized for the year ended December 31, 2022 primarily consisted of a settlement loss of $ 8.0 million that was recorded as a result of the annuity purchase for a certain Canadian pension plan described above, partially offset by a settlement gain of $ 5.3 million that was recorded as a result of the annuity purchase for a portion of our U.S.
−Removed: qualified pension plan described above.
+Added: (1) The pension settlement charge recognized for the year ended December 31, 2022 primarily consisted of a settlement loss of $ 8.0 million that was recorded as a result of the annuity purchase for a certain Canadian pension plan, partially offset by a settlement gain of $ 5.3 million that was recorded as a result of the annuity purchase for a portion of our U.S.
+Added: qualified pension plan.
The pension settlement charge recognized for the year ended December 31, 2021 was due to lump sum distributions allowed for under the U.K.
pension plan being in excess of interest cost for the year ended December 31, 2021.
−Removed: Lower interest cost was primarily a result of lower interest rates as of December 31, 2020, which were used to establish the 2021 periodic pension cost, compared to prior years.
+Added: Lower interest cost for the year ended December 31, 2021 was primarily a result of lower interest rates as of December 31, 2020, which were used to establish the 2021 periodic pension cost.
Obligations and Changes in Funded Status
22 unchanged sentences
Fair value of plan assets at end of year $ 3,396.9 $ — $ 3,396.9 $ 3,336.8 $ — $ 3,336.8
−Removed: Funded (underfunded) status $ 358.8 $ ( 478.3 ) $ ( 119.5 ) $ 571.7 $ ( 648.7 ) $ ( 77.0 )
+Added: Funded status $ 378.8 $ ( 470.6 ) $ ( 91.8 ) $ 358.8 $ ( 478.3 ) $ ( 119.5 )
Amounts recognized in the Consolidated Balance Sheets
3 unchanged sentences
Net amounts recognized $ 378.8 $ ( 470.6 ) $ ( 91.8 ) $ 358.8 $ ( 478.3 ) $ ( 119.5 )
−Removed: The accumulated benefit obligation for our defined benefit pension plans was approximately $ 3.0 billion and $ 5.1 billion as of December 31, 2022 and December 31, 2021, respectively.
−Removed: The $ 42.5 million increase in our underfunded status of our aggregate pension and OPEB plans from December 31, 2021 to December 31, 2022 was primarily due to the increase in discount rates from the prior year and the unfavorable asset returns experienced by our funded plans.
+Added: The accumulated benefit obligation for our defined benefit pension plans was approximately $ 3.0 billion as of December 31, 2023 and December 31, 2022, respectively.
As of December 31, 2023 and December 31, 2022, certain defined benefit pension plans in the U.S., Canada and the U.K.
were overfunded as a result of our ongoing de-risking strategy.
−Removed: Information for our defined benefit pension plans that had aggregate accumulated benefit obligations and projected benefit obligations in excess of plan assets is as follows:
+Added: Information for our defined benefit pension plans that had aggregate accumulated benefit obligations and projected benefit obligations in excess of plan assets was as follows:
December 31, 2023 December 31, 2022
14 unchanged sentences
Assumptions used in the calculation include the discount rate selected and disclosed at the end of the previous year as well as other assumptions detailed in the table below.
−Removed: The weighted-average rates used in determining the periodic pension and OPEB cost for the fiscal years 2022, 2021 and 2020 were as follows:
+Added: The weighted-average rates used in determining the periodic pension and OPEB cost for the years ended December 31, 2023, 2022 and 2021 were as follows:
For the years ended
9 unchanged sentences
Benefit obligations are actuarially calculated annually at the end of each year based on the assumptions detailed in the table below.
−Removed: Obligations under the OPEB plans are determined by the application of the terms of medical, dental, vision and life insurance plans, together with relevant actuarial assumptions and heath care cost trend rates.
+Added: Obligations under the OPEB plans are determined by the application of the terms of medical, dental, vision and life insurance plans, together with relevant actuarial assumptions and health care cost trend rates.
The weighted-average rates used in determining the projected benefit obligation for defined pension plans and the accumulated postretirement benefit obligation for OPEB plans, as of December 31, 2023 and December 31, 2022, were as follows:
6 unchanged sentences
N/A Ranging ratably from 6.50 % in 2023 to 3.57 % in 2040
−Removed: The change to the weighted-average discount rates used for our defined benefit pension plans and postretirement plans as of December 31, 2022 from December 31, 2021, is primarily due to increasing interest rates in 2022 across all plans, with the most significant increase seen in the U.K.
−Removed: pension plan.
+Added: The change to the weighted-average discount rates used for our defined benefit pension plans and postretirement plans as of December 31, 2023 from December 31, 2022, was primarily due to a decrease in interest rates at the end of 2023 across all plans.
Investment Strategy
11 unchanged sentences
Each plan's respective allocation targets promote optimal expected return and volatility characteristics given a focus on a long-term time horizon for fulfilling the plans' obligations.
−Removed: All assets are managed by external investment managers with a mandate to either match or outperform their benchmark.
+Added: All assets are managed by external investment managers with an intent to either match or outperform their benchmark.
The plans use different asset managers in the U.S., U.K.
11 unchanged sentences
The following compares target asset allocation percentages with actual asset allocations on a weighted-average asset basis as of December 31, 2023.
−Removed: While the actual allocations show a temporary shift away from fixed income securities due to the rising rate environment, the actual allocations remain within our Company defined tolerance levels.
allocations Actual
33 unchanged sentences
Assets included in our collateralized securities include mortgage backed securities and collateralized mortgage obligations, which are considered Level 3 due to the use of the significant unobservable inputs in deriving these assets' fair values.
−Removed: • Equities—Includes publicly traded common and other equity-like holdings, primarily publicly traded common stock and real estate investment trusts.
−Removed: Equity assets are well diversified between international and domestic investments.
−Removed: We consider equities quoted on public exchanges as Level 1 while other assets that are not quoted on public exchanges but valued using significant observable inputs as Level 2 depending on the individual asset's characteristics.
−Removed: • NAV per share practical expedient—Includes our debt funds, equity funds, hedge fund of funds, infrastructure funds, real estate fund holdings and private equity funds.
−Removed: The market values for these funds are based on the net asset values multiplied by the number of shares owned.
• Annuities and longevity swap—Includes assets to mitigate risks of certain plans including buy-in annuities and longevity swap insurance contracts.
5 unchanged sentences
These values are considered Level 3 due to the use of the significant unobservable inputs used in deriving the asset's fair value.
−Removed: • Other—Includes derivatives, repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan and private equity.
−Removed: Derivatives are priced using observable inputs including yields, interest rate curves and spreads.
−Removed: Exchange traded derivatives are typically priced using the last trade price.
+Added: • Other—Includes repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan and private equity.
Repurchase agreements are agreements where our plan has created an asset exposure using borrowed assets, creating a repurchase agreement liability, to facilitate the trade.
−Removed: The assets associated with the repurchase agreement and equity options are included in the other category in the fair value hierarchy, and the corresponding repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets.
+Added: The assets associated with the repurchase agreement are included in the other category in the fair value hierarchy, and the corresponding repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets.
When determining the presentation of our target and asset allocations for repurchase agreements, we are viewing the asset type, as opposed to the investment vehicle, and accordingly include the associated assets within fixed income, specifically interest and inflation linked assets.
1 unchanged sentence
Private equity is included in Level 3 as the values are based upon the use of unobservable inputs.
+Added: • NAV per share practical expedient—Includes our debt funds, equity funds, hedge funds, real estate fund holdings and private equity funds.
+Added: The market values for these funds are based on the net asset values multiplied by the number of shares owned.
Fair Value Hierarchy
40 unchanged sentences
Bank deposits, short-term bills and notes 7.0 — 7.0 —
−Removed: Government securities 751.0 — 751.0 —
+Added: Government debt securities 422.6 — 422.6 —
Corporate debt securities 89.1 — 89.1 —
Interest and inflation linked assets 420.6 — 408.0 12.6
−Removed: Buy-in annuities 708.9 — — 708.9
+Added: Collateralized debt securities 0.2 — — 0.2
+Added: Annuities and longevity swap
+Added: Buy-in annuities and longevity swap 461.8 — — 461.8
Repurchase agreements ( 281.2 ) ( 281.2 ) — —
42 unchanged sentences
Plan funding strategies are influenced by employee benefits, tax laws and plan governance documents.
−Removed: Expected future benefit payments for defined benefit pension and OPEB plans, based on foreign exchange rates as of December 31, 2022, are as follows:
+Added: Expected future benefit payments for defined benefit pension and OPEB plans for the next ten years, based on foreign exchange rates as of December 31, 2023, are as follows:
Expected benefit payments Pension OPEB
9 unchanged sentences
The investment strategy for defined contribution plans are determined by each individual participant from the options we have made available as the plan sponsor.
−Removed: non-union employees are eligible to participate in qualified defined contribution plans which provide for employer contributions ranging from 5 % to 11 % of eligible compensation (certain employees were also eligible for additional
−Removed: employer contributions).
+Added: non-union employees are eligible to participate in qualified defined contribution plans which provide for employer contributions ranging from 5 % to 11 % of eligible compensation (certain employees were also eligible for additional employer contributions).
In addition, U.S.
3 unchanged sentences
Both employee and employer contributions are made in cash in accordance with participant investment elections.
−Removed: We recognized costs associated with defined contribution plans of $ 73.0 million, $ 77.8 million and $ 75.5 million in 2022, 2021 and 2020, respectively.
+Added: We recognized costs associated with defined contribution plans of $ 76.8 million, $ 73.0 million and $ 77.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.
In addition, we have other deferred compensation and nonqualified defined contribution plans.
2 unchanged sentences
As of December 31, 2023, and December 31, 2022, the plan liabilities were equal to the plan assets and were included in other liabilities and other assets on our consolidated balance sheets, respectively.
−Removed: Our income (loss) before income taxes on which the provision for income taxes was computed is as follows:
+Added: Our income (loss) before income taxes on which the provision for income taxes was computed was as follows:
For the years ended
4 unchanged sentences
Total $ 1,252.5 $ ( 62.5 ) $ 1,239.0
−Removed: The components of the provision for income taxes are as follows:
+Added: The components of the provision for income taxes were as follows:
For the years ended
11 unchanged sentences
A reconciliation from the U.S.
−Removed: statutory federal income tax rate to the effective income tax rate is as follows:
+Added: statutory federal income tax rate to the effective income tax rate was as follows:
For the years ended
10 unchanged sentences
Effective tax rate / Tax (benefit) expense 23.6 % $ 296.1 ( 198.4 ) % $ 124.0 18.6 % $ 230.5
−Removed: The decrease in the effective tax rate for fiscal year 2022 when compared to the statutory rate was primarily due to the impact of the $ 845 million partial goodwill impairment, recorded within our Americas segment in the fourth quarter of 2022, which related to goodwill not deductible for tax purposes.
−Removed: The decrease to the effective tax rate for fiscal year 2021 when compared to the statutory rate was primarily due to the release of $ 73 million of reserves for unrecognized tax benefit positions recognized in the third quarter of 2021.
+Added: The increase in the effective tax rate for the year ended December 31, 2023 when compared to the federal statutory rate was not significant and was due to the impacts of state income taxes, foreign tax rates and the impact of a foreign statutory tax rate change enacted in the fourth quarter of 2023.
+Added: The decrease in the effective tax rate for the year ended December 31, 2022 when compared to the federal statutory rate was primarily due to the impact of the $ 845 million partial goodwill impairment, recorded within our Americas segment in the fourth quarter of 2022, which related to goodwill not deductible for tax purposes.
+Added: The decrease to the effective tax rate for the year ended December 31, 2021 when compared to the federal statutory rate was primarily due to the release of $ 73 million of reserves for unrecognized tax benefit positions recognized in the third quarter of 2021.
The reserve release included amounts for an income tax audit settlement, net of changes in estimates associated with prior period uncertain tax positions, as well as amounts for the expiration of statutes of limitations.
2 unchanged sentences
Remeasurement of our deferred tax liabilities under the higher income tax rate resulted in the recognition of additional discrete tax expense of approximately $ 18 million in the second quarter of 2021.
−Removed: The decrease to the effective tax rate for fiscal year 2020 when compared to the statutory rate was primarily due to the impact of the $ 1,484.3 million goodwill impairment, recorded within our EMEA&APAC segment in the fourth quarter of 2020, of which a majority related to nondeductible goodwill.
−Removed: Additionally, during the second quarter of 2020, we recognized approximately $ 135 million of tax expense following the enactment of the final U.S.
−Removed: tax hybrid regulations.
+Added: On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into U.S.
+Added: 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.
+Added: The alternative minimum tax did not impact our financial or cash tax position in 2023.
+Added: Additionally, the IRA imposes an excise tax of 1% on stock repurchases, effective January 1, 2023.
+Added: The excise tax is recorded as an incremental cost in treasury stock on our consolidated balance sheets and was immaterial for the year ended December 31, 2023.
Additionally, our foreign businesses operate in jurisdictions with statutory income tax rates that differ from the U.S.
22 unchanged sentences
Based on this analysis, we have determined that the valuation allowances recorded in each period presented are appropriate.
−Removed: We have deferred tax assets for U.S.
+Added: As of December 31, 2023, we have deferred tax assets for U.S.
tax loss and credit carryforwards that expire between 2024 and 2043 of $ 69.5 million and U.S.
9 unchanged sentences
The total foreign deferred tax assets above are presented within other assets on the consolidated balance sheets and domestic and foreign deferred tax liabilities above are presented within deferred tax liabilities on the consolidated balance sheets.
−Removed: The deferred tax liability amounts as of December 31, 2022 and December 31, 2021 excluded $ 34.0 million and $ 26.7 million, respectively, of unrecognized tax benefits that have been recorded as a reduction of deferred tax assets, which is presented within deferred tax liabilities due to jurisdictional netting on the consolidated balance sheets.
−Removed: A reconciliation of the beginning and ending amounts of un recognized tax benefits, excluding interest and penalties, is as follows:
+Added: The deferred tax liability amounts as of December 31, 2023 and December 31, 2022 excluded $ 44.1 million and $ 34.0 million, respectively, of unrecognized tax benefits that have been recorded as a reduction of deferred tax assets, which was presented within deferred tax liabilities due to jurisdictional netting on the consolidated balance sheets.
+Added: A reconciliation of the beginning and ending amounts of un recognized tax benefits, excluding interest and penalties, was as follows:
For the years ended
10 unchanged sentences
Balance at end of year $ 48.9 $ 39.3 $ 28.0
−Removed: Our remaining unrecognized tax benefits as of December 31, 2022, relate to tax years that are currently open to examination.
−Removed: As of December 31, 2022 and December 31, 2021, we have remaining unrecognized tax benefits recorded within other liabilities in our consolidated balance sheets of $ 5.4 million and $ 1.4 million, respectively.
−Removed: The remaining balance of our unrecognized tax benefits is recorded within deferred tax liabilities in our consolidated balance sheets.
−Removed: Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns;
+Added: Our remaining unrecognized tax benefits as of December 31, 2023, related to tax years that were open to examination.
+Added: As of December 31, 2023 and December 31, 2022, we had remaining unrecognized tax benefits recorded within other liabilities in our consolidated balance sheets of $ 5.0 million and $ 5.4 million, respectively.
+Added: The remaining balance of our unrecognized tax benefits was recorded within deferred tax liabilities in our consolidated balance sheets.
+Added: Annual tax provisions included amounts considered sufficient to pay assessments that may result from examination of prior year tax returns;
however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.
−Removed: The Company recognizes interest and penalties related to unrecognized tax benefits as part of income taxes on our consolidated statements of operation.
+Added: We recognized interest and penalties related to unrecognized tax benefits as part of income taxes on our consolidated statements of operations.
Expense (benefit) recognized on interest and penalties related to unrecognized tax benefits as of December 31, 2023, December 31, 2022, and December 31, 2021 was $ 0.2 million, $( 5.9 ) million and $ 1.4 million, respectively.
−Removed: If the Company were to prevail on all uncertain tax positions, the reversal of this accrual, inclusive of interest and penalties, would result in a benefit of $ 31.5 million.
+Added: If we were to prevail on all uncertain tax positions, the reversal of this accrual, inclusive of interest and penalties, would result in a benefit of $ 40.9 million.
During the third quarter of 2021, an income tax audit settlement, which included the resolution of the impact of the final hybrid regulations recorded in the second quarter of 2020, was reached with taxing authorities.
15 unchanged sentences
As of December 31, 2023, we had $ 54 million outstanding in letters of credit with financial institutions.
−Removed: These letters primarily expire throughout 2023 a nd $ 15 million of the letters contain a feature that automatically renews the letter for an additional year if no cancellation notice is submitted.
+Added: These letters primarily expire throughout 2024 and $ 15 million of the letters contain a feature that automatically renews the letter for an additional year if no cancellation notice is submitted.
These letters of credit are being maintained as security for deferred compensation payments, reimbursements to insurance companies, reimbursements to the trustee for pension payments, deductibles or retention payments made on our behalf, various payments due to governmental agencies, operations of underground storage tanks and other general business purposes and are not included on our consolidated balance sheets.
3 unchanged sentences
See Note 3, "Investments" for further detail.
−Removed: In 2006, we sold our entire equity interest in our Brazilian unit, Cervejarias Kaiser Brasil S.A.
−Removed: ("Kaiser") to FEMSA Cerveza S.A.
+Added: In 2006, we sold our entire equity interest in our Brazilian unit, Kaiser, to FEMSA.
The terms of the sale agreement require us to indemnify FEMSA for certain exposures related to tax, civil and labor contingencies arising prior to FEMSA's purchase of Kaiser.
2 unchanged sentences
The maximum potential claims amount for the remainder of the purchased tax credits was $ 72.1 million as of December 31, 2023.
−Removed: Our total estimate of the indemnity liability as of December 31, 2022 was $ 7.6 million which is classified as non-current.
+Added: Our estimate of the indemnity liability for these purchased tax credits as of December 31, 2023 was $ 8.3 million which is classified as non-current.
Our estimates consider a number of scenarios for the ultimate resolution of these issues, the probabilities of which are influenced not only by legal developments in Brazil but also by management's intentions with regard to various alternatives that could present themselves leading to the ultimate resolution of these issues.
The liabilities are impacted by changes in estimates regarding amounts that could be paid, the timing of such payments, adjustments to the probabilities assigned to various scenarios and foreign currency exchange rates.
−Removed: Our indemnity also covers fees and expenses that Kaiser incurs to manage the cases through the administrative and judicial systems.
+Added: Our indemnity may cover certain fees and expenses that Kaiser incurs to manage any cases finally determined to be unsuccessful through the administrative and judicial systems.
Additionally, we also provided FEMSA with indemnity related to all other tax, civil and labor contingencies existing as of the date of sale.
3 unchanged sentences
Our exposure related to these indemnity claims is capped at the amount of the sales price of the 68 % equity interest of Kaiser, which was $ 68 million.
−Removed: As a result of these contract provisions, our estimates include not only probability-weighted
−Removed: potential cash outflows associated with indemnity provisions, but also probability-weighted cash inflows that could result from favorable settlements, which could occur through negotiation or settlement programs arising from the federal or any of the various state governments in Brazil.
+Added: As a result of these contract provisions, our estimates include not only probability-weighted potential cash outflows associated with indemnity provisions, but also probability-weighted cash inflows that could result from favorable settlements, which could occur through negotiation or settlement programs arising from the federal or any of the various state governments in Brazil.
The recorded value of the tax, civil and labor indemnity liability was $ 3.5 million as of December 31, 2023, which was classified as non-current.
5 unchanged sentences
As a result, these foreign exchange gains and losses are the only impacts recorded within other non-operating income (expense), net.
−Removed: The table below provides a summary of reserves associated with the Kaiser indemnity obligations from December 31, 2019 through December 31, 2022:
−Removed: Total indemnity
−Removed: (In millions)
−Removed: Balance as of December 31, 2019 $ 14.2
−Removed: Foreign exchange impacts ( 3.2 )
−Removed: Balance as of December 31, 2020 $ 11.0
−Removed: Foreign exchange impacts ( 0.8 )
−Removed: Balance as of December 31, 2021 $ 10.2
−Removed: Foreign exchange impacts 0.6
−Removed: Balance as of December 31, 2022 $ 10.8
Purchase Obligations
We have various long-term supply contracts and distribution agreements with unaffiliated third parties and our joint venture partners to purchase materials used in production and packaging and to provide distribution services.
−Removed: The supply contracts provide that we purchase certain minimum levels of materials throughout the terms of the contracts.
+Added: Certain supply contracts provide that we purchase certain minimum levels of materials throughout the terms of the contracts.
Additionally, we have various long-term non-cancelable commitments for advertising, sponsorships and promotions, including marketing at sports arenas, stadiums and other venues and events.
11 unchanged sentences
Total $ 1,373.4 $ 673.1
−Removed: Total purchases under our long-term unconditional, non-cancellable supply and distribution contracts in 2022, 2021 and 2020 were approximately $ 0.4 billion , $ 0.4 billion and $ 0.5 billion, respectively.
+Added: Total purchases under our long-term unconditional, non-cancellable supply and distribution contracts were approximately $ 0.4 billion, during each of the years ended December 31, 2023, 2022 and 2021.
Litigation, Other Disputes and Environmental
1 unchanged sentence
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.
−Removed: Additionally, as noted below, there are certain loss
−Removed: contingencies that we deem reasonably possible for which a range of loss is not estimable at this time;
−Removed: for all other matters, we believe that any reasonably possible losses in excess of the amounts accrued are immaterial to our audited consolidated financial statements.
+Added: Additionally, as noted below, there are certain loss contingencies that we deem reasonably possible for which a range of loss is not estimable at this time;
+Added: for all other matters, we believe that any reasonably possible losses in excess of the amounts accrued are immaterial to our consolidated financial statements.
We are involved in other disputes and legal actions arising in the ordinary course of our business.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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 had “rebranded” itself as “Stone” and was 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.
−Removed: 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 Ligh t cans and related marketing materials.
+Added: 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.
5 unchanged sentences
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.
−Removed: The court has taken those issues under advisement.
−Removed: Resolution of the remaining post-trial issues could alter or nullify the judgment.
−Removed: At the conclusion of these issues, either or both parties could appeal the case to the applicable federal appellate court.
−Removed: As of December 31, 2022, the Company had a recorded accrued liability of $ 56.6 million within other liabilities on our consolidated balance sheets reflecting the best estimate of probable loss in this case based on the judgment plus associated post-judgment interest.
−Removed: 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.
+Added: The court denied both parties' post-trial motions on September 25, 2023.
+Added: On October 24, 2023, MCBC USA filed a notice of appeal in the 9th Circuit Court of Appeals.
+Added: As of December 31, 2023 and December 31, 2022, the Company had a recorded accrued liability of $ 58.5 million and $ 56.6 million, respectively, within other liabilities on our consolidated balance sheets reflecting the best estimate of probable loss in this case based on the judgment plus associated post-judgment interest.
+Added: 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 the 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.
Regulatory Contingencies
−Removed: 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.
−Removed: and dictates the terms of the beer distribution and retail systems in Ontario through 2025.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Representative Owners and TBS are parties to an MFA that dictates the terms of the beer distribution and retail systems in Ontario.
+Added: The initial term of the MFA does not expire until December 31, 2025, and the MFA contains a provision requiring two-year advance notice of the government's intention to not renew the MFA.
+Added: In December 2023, the Province of Ontario notified the Representative Owners and TBS that it would not be renewing the MFA after the initial term of the MFA expires on December 31, 2025.
+Added: The Province of Ontario simultaneously announced a set of Key Principles agreed upon between the Province of Ontario, the Representative Owners, and TBS, concerning the intended features of the future marketplace for beer distribution and retail systems in the Province of Ontario to be introduced no later than January 1, 2026.
+Added: Under the Key Principles, TBS will continue its retail operations and will continue to be the primary distributor of beer in the Province of Ontario at least through 2031.
+Added: The Key Principles also state grocery stores, convenience stores, gas stations and big-box retailers in the Province of Ontario will be able to apply for licenses to sell beer, wine, cider and ready-to-drink cocktails starting in 2026.
+Added: We continue to evaluate the impacts of the Key Principles on our results of operations.
Environmental
2 unchanged sentences
Other environmental costs are expensed when incurred.
−Removed: Total environmental expenditures recognized for 2022, 2021 and 2020 were immaterial to our consolidated financial statements.
+Added: Total environmental expenditures recognized for the years ended December 31, 2023, 2022 and 2021 were immaterial to our consolidated statements of operations.
Our Canada brewing operations are subject to provincial environmental regulations and local permit requirements.
−Removed: Our Longueuil, Chilliwack and Toronto breweries have water treatment facilities to pre-treat waste water before it goes to the respective local governmental facility for final treatment.
+Added: Our Longueuil, Chilliwack and Toronto breweries have water treatment facilities to pre-treat wastewater before it goes to the respective local governmental facility for final treatment.
We have environmental programs in Canada including organization, monitoring and verification, regulatory compliance, reporting, education and training and corrective action.
2 unchanged sentences
We have established provisions for the costs of these remediation programs.
+Added: 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 our Company’s brewery and facilities in Golden, Colorado.
+Added: The Order alleged 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.
In the U.S., we were previously notified that we are or may be a potentially responsible party ("PRP") under the Comprehensive Environmental Response, Compensation and Liability Act or similar state laws for the cleanup of sites where hazardous substances have allegedly been released into the environment.
22 unchanged sentences
Stockholders' Equity
−Removed: Changes to the number of shares of capital stock issued were as follows:
−Removed: issued Exchangeable
−Removed: shares issued
+Added: Changes to the number of shares of capital stock outstanding were as follows:
+Added: outstanding Exchangeable
+Added: shares outstanding
Class A Class B Class A Class B
2 unchanged sentences
Shares issued under equity compensation plans — 0.3 — —
−Removed: Shares exchanged for common stock — 3.7 — ( 3.7 )
Balance as of December 31, 2021 2.6 200.6 2.7 11.1
Shares issued under equity compensation plans — 0.3 — —
+Added: Purchase of treasury shares — ( 1.0 ) — —
+Added: Shares exchanged for common stock — 0.1 — ( 0.1 )
Balance as of December 31, 2022 2.6 200.0 2.7 11.0
Shares issued under equity compensation plans — 0.4 — —
+Added: Purchase of treasury shares — ( 3.4 ) — —
Shares exchanged for common stock — 1.6 — ( 1.6 )
2 unchanged sentences
The Class A exchangeable shares and Class B exchangeable shares were issued by Molson Coors Canada Inc., a wholly-owned subsidiary of our Company.
−Removed: The exchangeable shares are substantially the economic equivalent of the corresponding shares of Class A and Class B common stock that a Molson shareholder would have received in the merger of Adolph Coors Company with Molson Inc.
+Added: The exchangeable shares are substantially the economic equivalent of the corresponding shares of Class A and Class B common stock that a Molson Inc.
+Added: shareholder would have received in the merger of Adolph Coors Company with Molson Inc.
in February 2005, if the holder had elected to receive shares of Molson Coors common stock.
10 unchanged sentences
Therefore, a portion of our authorized and unissued Class A and Class B common shares are reserved to meet exchange requirements.
+Added: Share Repurchase Program
+Added: On September 29, 2023, our Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of $ 2.0 billion of our Company's Class B common stock excluding brokerage commissions and excise taxes, with an expected program term of five years .
+Added: This repurchase program replaces and supersedes any repurchase program previously approved by our Board, including the program approved during the first quarter of 2022.
+Added: The number, price, structure and timing of the repurchases under the program, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements and other factors.
+Added: Share repurchases may be made in the open market, in structured transactions, or in privately negotiated transactions.
+Added: The repurchase authorization does not oblige us to acquire any particular amount of our Company's Class B common stock.
+Added: The Board may suspend, modify or terminate the repurchase program at any time without prior notice.
+Added: During the year ended December 31, 2023, we repurchased 3,454,694 shares under the share repurchase program at a weighted average price of $ 61.06 per share, including brokerage commissions and excluding excise taxes, for an aggregate value of $ 211.0 million.
+Added: During the year ended December 31, 2022, we repurchased 995,000 shares under the share repurchase program approved in 2022 at a weighted average price of $ 51.70 per share, including brokerage commissions, for an aggregate value of $ 51.5 million.
+Added: As of December 31, 2023, approximately $ 1.8 billion remained available for repurchase under the $ 2.0 billion program.
Accumulated Other Comprehensive Income (Loss)
10 unchanged sentences
Foreign currency translation adjustments ( 85.6 ) — ( 1.2 ) — ( 86.8 )
−Removed: Gain (loss) on net investment hedges ( 113.5 ) — — — ( 113.5 )
−Removed: Unrealized gain (loss) on derivative instruments — ( 113.5 ) — — ( 113.5 )
−Removed: Reclassification of derivative (gain) loss to income (loss) — ( 0.5 ) — — ( 0.5 )
−Removed: Net change in pension and other postretirement benefit assets and liabilities — — ( 52.9 ) — ( 52.9 )
−Removed: Pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss) — — ( 7.6 ) — ( 7.6 )
+Added: Cumulative translation adjustment reclassified from other comprehensive income (loss) (1)
+Added: 7.5 — — — 7.5
+Added: Gain (loss) recognized on net investment hedges 76.5 — — — 76.5
+Added: Unrealized gain (loss) recognized on derivative instruments — 51.1 — — 51.1
+Added: Derivative instrument activity reclassified from other comprehensive income (loss) — 7.5 — — 7.5
+Added: Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss) — — 158.6 — 158.6
+Added: Pension and other postretirement activity reclassified from other comprehensive income (loss) — — 7.1 — 7.1
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) — — — 20.8 20.8
2 unchanged sentences
Foreign currency translation adjustments ( 356.1 ) — 1.2 — ( 354.9 )
−Removed: Reclassification of cumulative translation adjustment (1)
+Added: Cumulative translation adjustment reclassified from other comprehensive income (loss) (1)
12.1 — — — 12.1
−Removed: Gain (loss) on net investment hedges 76.5 — — — 76.5
−Removed: Unrealized gain (loss) on derivative instruments — 51.1 — — 51.1
−Removed: Reclassification of derivative (gain) loss to income (loss) — 7.5 — — 7.5
−Removed: Net change in pension and other postretirement benefit assets and liabilities — — 158.6 — 158.6
−Removed: Pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss) — — 7.1 — 7.1
+Added: Gain (loss) recognized on net investment hedges 53.2 — — — 53.2
+Added: Unrealized gain (loss) recognized on derivative instruments — 209.7 — — 209.7
+Added: Derivative instrument activity reclassified from other comprehensive income (loss) — 12.9 — — 12.9
+Added: Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss) — — ( 78.2 ) — ( 78.2 )
+Added: Pension and other postretirement activity reclassified from other comprehensive income (loss) — — ( 2.1 ) — ( 2.1 )
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) — — — 18.7 18.7
2 unchanged sentences
Foreign currency translation adjustments 113.5 — — — 113.5
−Removed: Reclassification of cumulative translation adjustment (1)
+Added: Cumulative translation adjustment reclassified from other comprehensive income (loss) (2)
( 0.7 ) — — — ( 0.7 )
−Removed: Gain (loss) on net investment hedges 53.2 — — — 53.2
−Removed: Unrealized gain (loss) on derivative instruments — 209.7 — — 209.7
−Removed: Reclassification of derivative (gain) loss to income (loss) — 12.9 — — 12.9
−Removed: Net change in pension and other postretirement benefit assets and liabilities — — ( 78.2 ) — ( 78.2 )
−Removed: Pension and other postretirement prior service (benefit) cost and net actuarial (gain) loss amortization and settlements to income (loss) — — ( 2.1 ) — ( 2.1 )
+Added: Gain (loss) recognized on net investment hedges ( 26.5 ) — — — ( 26.5 )
+Added: Unrealized gain (loss) recognized on derivative instruments — ( 3.6 ) — — ( 3.6 )
+Added: Derivative instrument activity reclassified from other comprehensive income (loss) — 1.3 — — 1.3
+Added: Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss) — — ( 8.5 ) — ( 8.5 )
+Added: Pension and other postretirement activity reclassified from other comprehensive income (loss) — — ( 15.0 ) — ( 15.0 )
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) — — — 15.4 15.4
1 unchanged sentence
As of December 31, 2023 $ ( 778.0 ) $ 30.6 $ ( 352.7 ) $ ( 16.2 ) $ ( 1,116.3 )
−Removed: (1) As a result of the sale of a disposal group within our India business for the year ended December 31, 2021, the associated cumulative foreign currency translation adjustment was reclassified from AOCI and recognized within other operating income (expense), net.
−Removed: As a result of the completion of the sale of our non-operating India entity during 2022, the associated cumulative foreign currency translation adjustment was reclassified from AOCI and recognized within other operating income (expense), net.
−Removed: We have significant levels of net assets denominated in currencies other than the USD due to our operations in foreign countries, and therefore we recognize OCI gains and/or losses when those items are translated to USD.
+Added: (1) As a result of the sale of a disposal group within our India business for the year ended December 31, 2021, and the completion of the sale of our non-operating India entity during the year ended December 31, 2022, the associated respective cumulative foreign currency translation adjustments were reclassified from AOCI and recognized within other operating income (expense), net.
+Added: (2) As a result of the sale of our interest in Truss, the associated cumulative foreign currency translation adjustment was reclassified from AOCI.
+Added: The impact of the cumulative foreign currency translation adjustment was recorded in other operating income (expense), net, as a component of the loss on sale when the entity was disposed during the third quarter of 2023.
+Added: We have significant levels of net assets denominated in currencies other than USD due to our operations in foreign countries, and therefore we recognize OCI gains and/or losses when those items are translated to USD.
+Added: The foreign currency translation adjustment gains during 2023 were primarily due to the strengthening of the CAD, GBP, EUR and certain other currencies of our Europe operations versus the USD.
The foreign currency translation adjustment losses during 2022 were primarily due to the weakening of the CAD, GBP, EUR and certain other currencies of our Europe operations versus the USD.
The foreign currency translation losses recognized during 2021 were primarily due to the weakening of the GBP, EUR and certain other currencies of our Europe operations versus the USD.
−Removed: foreign currency translation adjustment gains during 2020 were primarily due to the strengthening of the CAD, GBP and certain other currencies of our Europe operations versus the USD.
−Removed: Reclassifications from AOCI to income
+Added: Reclassifications from AOCI
For the years ended
December 31, 2023 December 31, 2022 December 31, 2021
−Removed: Reclassifications from AOCI Location of gain (loss)
−Removed: recognized in income
+Added: Reclassifications from AOCI Locations of Reclassifications
(In millions)
12 unchanged sentences
Net income (loss) reclassified, net of tax $ 11.2 $ 1.6 $ ( 5.4 )
−Removed: Other reclassifications from AOCI to Income
−Removed: India cumulative translation adjustment resulting from sale of disposal group $ ( 12.1 ) $ ( 7.5 ) $ — Other operating income (expense), net
+Added: Other reclassifications from AOCI
+Added: Cumulative translation adjustment resulting from sale of disposal groups $ 0.7 $ ( 12.1 ) $ ( 7.5 ) Other operating income (expense), net
Net income (loss) reclassified, net of tax $ 0.7 $ ( 12.1 ) $ ( 7.5 )
5 unchanged sentences
RSUs, DSUs, PSUs and stock options.
−Removed: RSU awards are issued based upon the market value equal to the price of our stock at the date of the grant and generally vest over a period of three years .
−Removed: In 2022, 2021 and 2020, we granted 0.5 million, 0.6 million and 0.5 million RSUs, respectively, with a weighted-average market value of $ 52.05 , $ 45.84 and $ 48.99 each, respectively.
+Added: RSU awards are issued based upon the market value equal to the price of our stock at the date of grant and generally vest over a period of three years .
+Added: During the years ended December 31, 2023, 2022 and 2021, we granted 0.5 million, 0.5 million and 0.6 million RSUs, respectively, with a weighted-average market value of $ 54.97 , $ 52.05 and $ 45.84 each, respectively.
Prior to vesting, RSUs have no voting rights.
3 unchanged sentences
Prior to vesting, DSUs have no voting rights.
−Removed: In 2022, 2021 and 2020, we granted a small
−Removed: number of DSUs with a weighted-average market value of $ 51.80 , $ 49.33 and $ 37.53 per share, respectively.
+Added: During the years ended December 31, 2023, 2022 and 2021, we granted a small number of DSUs.
PSU awards are granted with a target value established at the date of grant and vest upon completion of a service requirement.
2 unchanged sentences
The market metric is based upon a Monte Carlo model, with the market metric remaining constant throughout the vesting period of three years .
−Removed: The performance metric is based upon the market value equal to the price of our stock at the date of the grant for the 2022 award and a Monte Carlo model for all previous awards, varying based on a multiplier determined based on changing estimates of the performance metric projected attainment.
−Removed: During 2022, 2021 and 2020, we granted 0.3 million, 0.4 million and 0.3 million PSUs, respectively, each with a weighted-average fair value of $ 62.98 , $ 45.71 and $ 52.60 , respectively.
+Added: The performance metric is based upon the market value equal to the price of our stock at the date of grant for the 2023 and 2022 awards and a Monte Carlo model for all previous awards, varying based on a multiplier tied to projected performance metric attainment.
+Added: During the years ended December 31, 2023, 2022 and 2021, we granted 0.3 million, 0.3 million and 0.4 million PSUs, respectively, each with a weighted-average fair value of $ 62.31 , $ 62.98 and $ 45.71 , respectively.
Stock options are granted with an exercise price equal to the market value of a share of Class B common stock on the date of grant.
Stock options have a term of ten years and generally vest over three years .
−Removed: During 2022, 2021 and 2020, we granted 0.3 million, 0.3 million and 0.4 million options, respectively, each with a weighted-average fair value of $ 12.16 , $ 10.06 and $ 6.70 , respectively.
−Removed: Certain RSU and PSU awards granted in 2020 and beyond entitle participants to receive dividends earned during the vesting period, subject to the performance, vesting and other conditions, including forfeiture, applicable to the respective awards.
+Added: During the years ended December 31, 2023, 2022 and 2021, we granted 0.2 million, 0.3 million and 0.3 million options, respectively, each with a weighted-average fair value of $ 13.38 , $ 12.16 and $ 10.06 , respectively.
+Added: Certain RSU and PSU awards, granted starting in 2020, entitle participants to receive dividends earned during the vesting period, subject to the performance, vesting and other conditions, including forfeiture, applicable to the respective awards.
The following table presents the pre-tax and after-tax share-based compensation expense.
7 unchanged sentences
This total compensation expense is expected to be recognized over a weighted-average period of 1.8 years.
+Added: The following table presents the activity for RSUs, DSUs and PSUs.
RSUs and DSUs PSUs
8 unchanged sentences
Non-vested as of December 31, 2023 1.3 $ 51.26 0.9 $ 56.75
−Removed: The total intrinsic values of RSUs and DSUs vested during 2022, 2021 and 2020 were $ 17.2 million, $ 12.7 million and $ 14.8 million, respectively.
+Added: The total intrinsic values of RSUs and DSUs vested during the years ended December 31, 2023, 2022 and 2021 were $ 22.0 million, $ 17.2 million and $ 12.7 million, respectively.
+Added: The following table presents the activity for stock options.
Stock options
6 unchanged sentences
Exercised ( 0.2 ) $ 50.37
−Removed: Expired ( 0.6 ) $ 75.38
+Added: Forfeited ( 0.1 ) $ 51.62
Outstanding as of December 31, 2023 1.5 $ 57.25 6.1 $ 11.7
1 unchanged sentence
Exercisable as of December 31, 2023 1.0 $ 59.87 5.0 $ 7.0
−Removed: The total intrinsic values of exercises during 2022, 2021 and 2020 were $ 0.7 million, $ 0.9 million and $ 0.8 million, respectively.
−Removed: Total tax benefits realized, including excess tax benefits, from share-based awards vested or exercised during 2022, 2021 and 2020 was $ 2.9 million, $ 2.0 million and $ 3.1 million, respectively.
+Added: The total intrinsic values of exercises during the years ended December 31, 2023, 2022 and 2021 were $ 2.2 million, $ 0.7 million and $ 0.9 million, respectively.
+Added: Total tax benefits realized, including excess tax benefits, from share-based awards vested or exercised during the years ended December 31, 2023, 2022 and 2021 was $ 5.2 million, $ 2.9 million and $ 2.0 million, respectively.
The shares of Class B common stock to be issued under our equity plans are made available from authorized and unissued MCBC Class B common stock.
As of December 31, 2023, there were 4.3 million shares of MCBC Class B common stock available for issuance under the Incentive Compensation Plan.
−Removed: The fair value of each option granted in 2022, 2021 and 2020 was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
+Added: The fair value of each stock option granted during the years ended December 31, 2023, 2022 and 2021 was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
For the years ended
12 unchanged sentences
The expected term of stock options is estimated based upon observations of historical employee option exercise patterns and trends of those employees granted options in the respective year.
−Removed: The fair values of the market metric for each PSU granted in 2022, 2021 and 2020 and the performance metric for each PSU granted in 2021 and 2020 was determined on the date of grant using a Monte Carlo model to simulate total stockholder return for MCBC and peer companies with the following weighted-average assumptions.
+Added: The fair values of the market metric for each PSU granted during the years ended December 31, 2023, 2022 and 2021 and the performance metric for each PSU granted during the year ended December 31, 2021 were determined on the date of grant using a Monte Carlo model to simulate total stockholder return for MCBC and peer companies with the following weighted-average assumptions.
For the years ended
11 unchanged sentences
The expected term of PSUs is calculated based on the grant date to the end of the performance period.
−Removed: No dividend yield is utilized in the model as participants are entitled to dividends earned during the vesting period of each
−Removed: respective award.
+Added: No dividend yield is utilized in the model as participants are entitled to dividends earned during the vesting period of each respective award.
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.
−Removed: As of December 31, 2022, we modified our presentation of the consolidated statements of operations to replace the former "Special items, net" line item with "Other operating income (expense), net." In addition, goodwill impairment, which had previously been included in "Special items, net," has been reclassified to a separate line titled "Goodwill impairment." The consolidated statements of operations for the years ended December 31, 2021 and December 31, 2020 were reclassified to reflect this change in presentation only.
For the years ended
3 unchanged sentences
Employee-related charges $ ( 4.1 ) $ ( 6.0 ) $ ( 11.7 )
−Removed: $ ( 6.0 ) $ ( 11.7 ) $ ( 67.6 )
Asset abandonment and other restructuring costs (1)
2 unchanged sentences
( 160.8 ) ( 36.3 ) ( 13.5 )
−Removed: Gains and (losses) on other disposals (5)
+Added: Gains and (losses) on disposals and other (3)
Other operating income (expense), net $ ( 162.7 ) $ ( 38.6 ) $ ( 44.5 )
−Removed: (1) See the restructuring section within this footnote for a summary of our restructuring activities.
(1) A significant portion of asset abandonment and other restructuring costs consists of accelerated depreciation, which is in excess of normal depreciation.
−Removed: There was no accelerated depreciation recorded to Other operating income (expense), net for the year ended December 31, 2022 and $ 15.4 million and $ 112.3 million recorded to Other operating income (expense), net for the years ended December 31, 2021 and 2020, respectively.
−Removed: During the years ended December 31, 2021 and December 31, 2020, we incurred accelerated depreciation related to the Montreal brewery closure which occurred during the fourth quarter of 2021.
−Removed: In addition, during the year ended December 31, 2021, we incurred accelerated depreciation for our Burtonwood and Japan locations and during the year ended December 31, 2020, we incurred accelerated depreciation for our Irwindale brewery.
−Removed: (3) In January 2020, we announced plans to cease production at our Irwindale, California brewery.
−Removed: On May 4, 2020, Pabst exercised its option to purchase the Irwindale brewery, including plant, equipment and machinery and the underlying land for $ 150 million and the transaction was completed in the fourth quarter of 2020.
−Removed: Charges associated with the brewery closure for the year ended December 31, 2020 totaled $ 117.7 million, excluding the fourth quarter of 2020 gain on sale of the brewery of $ 2.1 million.
−Removed: The charges for the year ended December 31, 2020 primarily consisted of accelerated depreciation, of $ 96.0 million and employee related costs of retention and severance of $ 16.5 million.
−Removed: (4) During the year ended December 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.
+Added: There was no accelerated depreciation recorded to other operating income (expense), net for the years ended December 31, 2023 and December 31, 2022 and $ 15.4 million recorded to other operating income (expense), net for the year ended December 31, 2021.
+Added: During the year ended December 31, 2021, we incurred accelerated depreciation related to the Montreal brewery closure and our Burtonwood and Japan locations.
+Added: (2) During the year ended December 31, 2023, we recognized a partial impairment charge of $ 160.7 million to our indefinite-lived intangible asset related to the Staropramen family of brands within our EMEA&APAC segment.
+Added: The indefinite-lived intangible asset was measured at fair value primarily using a market approach with Level 3 inputs.
+Added: During the year ended December 31, 2022, we identified a triggering event related to the former 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.
During the year ended December 31, 2021, we recognized an impairment loss of $ 13.5 million related to the held for sale classification of the remaining portion of our India business.
−Removed: During the year ended December 31, 2020, we recorded aggregate impairment losses of $ 17.0 million related to certain regional craft brand definite-lived intangible assets and aggregate impairment losses of $ 22.6 million related to those regional craft brand definite-lived tangible assets in our Americas segment.
−Removed: The estimates and assumptions used to determine the fair value represent Level 3 measurements.
−Removed: In addition, we recognized an impairment loss of $ 30.0 million related to the held for sale classification of a disposal group within our India business, representing an insignificant part of our EMEA&APAC segment.
−Removed: The held for sale disposal group was measured at fair value on a
−Removed: nonrecurring basis using Level 3 inputs.
−Removed: The estimated fair value less cost to sell was determined using a market approach, based upon the expected net sales proceeds of the disposal group.
−Removed: Also in our EMEA&APAC segment, we incurred impairment losses as a result of small brewery closures in Europe as a result of the ongoing impact of the coronavirus pandemic.
−Removed: See Note 6, "Goodwill and Intangible Assets" for further discussion.
+Added: (3) During the third quarter of 2023, we sold our controlling interest in Truss and recognized a loss of $ 11.1 million.
+Added: See Note 3, "Investments" for further details.
The former Alton brewery site in the U.K.
was divided into tranches with one tranche selling in the third quarter of 2021, resulting in a gain of $ 11.4 million and another tranche selling in the third quarter of 2022 resulting in a gain of $ 4.9 million.
−Removed: In addition, in 2021 we recognized a loss of $ 2.7 million on the sale of a disposal group within our India business.
−Removed: The loss included the reclassification of the associated cumulative foreign currency translation adjustment losses from AOCI into other operating income (expense), net at the time of sale.
−Removed: See Note 15, "Accumulated Other Comprehensive Income (Loss)" for further details.
−Removed: Restructuring Activities
−Removed: During the fourth quarter of 2019, as part of our revitalization plan, we made the determination to establish Chicago, Illinois as our Americas segment operational headquarters, close our office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations.
−Removed: The restructuring actions related to the revitalization plan were substantially complete as of December 31, 2021.
−Removed: After taking into account all changes in each of the business units, including the EMEA&APAC segment, the revitalization plan has reduced employment levels, in aggregate, by approximately 600 employees globally.
−Removed: In connection with these consolidation activities, we incurred cash and non-cash restructuring charges related to severance, retention and transition costs, employee relocation, non-cash asset related costs, lease impairment and exit costs in connection with our office lease in Denver, Colorado, and other transition activities, the majority of which were cash charges that we began recognizing in the fourth quarter of 2019.
−Removed: During 2021 and 2020, we recognized severance and retention cash charges of $ 4.0 million and $ 35.6 million, respectively, bringing the aggregate of such charges to approximately $ 81 million in total since the plan was initiated.
−Removed: Employee relocation charges were recognized in the period incurred and totaled $ 3.4 million and $ 11.0 million in 2021 and 2020, respectively.
−Removed: Additionally, during 2020, we recognized aggregate impairment losses of $ 7.6 million, related to the closure of the office facility in Denver, Colorado, including our lease right-of-use asset, in light of the sublease market outlook during such periods as a result of the coronavirus pandemic.
−Removed: No further impairment was recorded as a result of signing the sublease agreements during the second quarter of 2021.
−Removed: In addition to our revitalization plan, our restructuring also includes other strategic exit activities such as the disposal or wind down of certain brewery locations.
−Removed: We continually evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of ongoing and new initiatives.
−Removed: As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future;
−Removed: however, we are unable to estimate the amount of charges at this time.
−Removed: The accrued restructuring balances as of December 31, 2022 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.
−Removed: Americas EMEA&APAC Total
−Removed: (In millions)
−Removed: Balance as of December 31, 2019 $ 42.6 $ 4.5 $ 47.1
−Removed: Charges incurred and changes in estimates 59.1 8.5 67.6
−Removed: Payments made ( 77.3 ) ( 11.1 ) ( 88.4 )
−Removed: Foreign currency and other adjustments 0.1 0.1 0.2
−Removed: Balance as of December 31, 2020 $ 24.5 $ 2.0 $ 26.5
−Removed: Charges incurred and changes in estimates 10.1 1.6 11.7
−Removed: Payments made ( 23.7 ) ( 2.0 ) ( 25.7 )
−Removed: Foreign currency and other adjustments — ( 0.1 ) ( 0.1 )
−Removed: Balance as of December 31, 2021 $ 10.9 $ 1.5 $ 12.4
−Removed: Charges incurred and changes in estimates ( 0.5 ) 6.0 5.5
−Removed: Payments made ( 6.5 ) ( 1.3 ) ( 7.8 )
−Removed: Foreign currency and other adjustments ( 0.3 ) 0.2 ( 0.1 )
−Removed: Balance as of December 31, 2022 $ 3.6 $ 6.4 $ 10.0
−Removed: The charges recognized in the above rollforward of our reserves for restructuring do not include items charged directly to expense such as accelerated depreciation and accelerated amortization and periodic exit costs that are recognized as incurred as they are not reflected in our restructuring and exit cost reserves on our consolidated balance sheets.
Segment Reporting
6 unchanged sentences
The EMEA&APAC segment consists of our production, marketing and sales of our primary brands as well as other owned and licensed brands in the U.K., Central Europe and various other European countries, along with certain countries within the Middle East, Africa and Asia Pacific.
−Removed: In our EMEA&APAC segment, we also have licensing agreements and distribution agreements with various other brewers.
−Removed: "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.
+Added: "Unallocated" activity primarily includes financing-related costs such as interest expense and income, foreign exchange gains and losses on intercompany balances, realized and unrealized changes in fair value on instruments not designated in hedging relationships related to financing and other treasury-related activities and the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides.
Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment and all other components remain unallocated.
Summarized Financial Information
−Removed: No single customer accounted for more than 10% of our consolidated net sales in 2022, 2021 or 2020.
+Added: No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, 2023, 2022 or 2021.
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.
−Removed: The following tables represent net sales, equity income (loss), interest expense, interest income and reconciliations of amounts shown as income (loss) before income taxes to income (loss) attributable to MCBC.
+Added: The following tables present net sales, equity income (loss), interest expense, interest income and reconciliations of amounts shown as income (loss) before income taxes to income (loss) attributable to MCBC.
Year ended December 31, 2023
14 unchanged sentences
Net sales $ 8,711.5 $ 2,005.2 $ — $ ( 15.7 ) $ 10,701.0
+Added: Equity income (loss) 4.7 — — — 4.7
Interest expense ( 1.5 ) ( 5.1 ) ( 244.0 ) — ( 250.6 )
32 unchanged sentences
United Kingdom 1,313.7 1,166.3 959.1
−Removed: Other foreign countries (1)
+Added: Other countries (1)
1,104.8 963.8 963.5
1 unchanged sentence
(1) Reflects net sales within certain countries in Europe, Latin America, South America, the Middle East, Africa and Asia.
−Removed: No individual country has total net sales exceeding 10% of total consolidated net sales.
−Removed: The following table presents net properties and operating ROU assets by geographic location.
−Removed: See Note 8, "Leases" for further information on our operating ROU assets and Note 5, "Properties" for further information on our net properties.
+Added: No individual country within the other countries line has total net sales exceeding 10% of total consolidated net sales.
+Added: The following table presents property, plant and equipment, net and operating ROU assets by geographic location.
+Added: See Note 8, "Leases" for further information on our operating ROU assets and Note 5, "Property, Plant and Equipment" for further information on our net property, plant and equipment.
December 31, 2023 December 31, 2022
(In millions)
−Removed: Net properties and operating ROU assets
+Added: Property, plant and equipment, net and operating ROU assets
United States and its territories $ 2,720.2 $ 2,444.6
1 unchanged sentence
United Kingdom 414.1 365.4
−Removed: Other foreign countries (1)
−Removed: Consolidated net properties and operating ROU assets $ 4,355.5 $ 4,311.5
−Removed: (1) Reflects net properties and operating ROU assets within certain countries in Europe, Latin America, South America, Africa and Asia.
−Removed: No individual country has total net properties or operating ROU assets exceeding 10 % of total consolidated net properties or operating ROU assets, respectively.
+Added: Other countries (1)
+Added: Consolidated property, plant and equipment, net and operating ROU assets
+Added: $ 4,645.2 $ 4,355.5
+Added: (1) Reflects property, plant and equipment, net and operating ROU assets within certain countries in Europe, Latin America, South America, Africa and Asia.
+Added: No individual country within the other countries line has total property, plant and equipment, net or operating ROU assets exceeding 10 % of total consolidated property, plant and equipment, net or operating ROU assets, respectively.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.