What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-18 compared with 2024-02-20 · 396 added, 328 removed, 1749 unchanged (29% of the section changed)

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Note 18, "Segment Reporting"

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MANAGEMENT'S REPORT

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February 18, 2025 February 18, 2025

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Report of Independent Registered Public Accounting Firm

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matters

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.

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.

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.

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.

Goodwill Impairment Assessment - Americas Reporting Unit

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Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

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;

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 of goods sold and profits, which are based on various long-range financial and operational plans;

(ii) prolonged weakening of economic conditions;

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The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for the Americas reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Americas reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the weighted average cost of capital and growth rates for sales;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analysis and market approach;

and (iv) evaluating the reasonableness of significant assumptions used by management related to the weighted average cost of capital and growth rates for sales.

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;

and (iv) evaluating the reasonableness of significant assumptions used by management related to the weighted average cost of capital, growth rates for sales and growth rates for costs of goods sold.

Evaluating management’s assumptions related to growth rates for sales and growth rates for costs of goods sold involved evaluating whether the significant assumptions used were reasonable considering (i) the current and past performance of the Americas reporting unit;

(ii) the consistency with external market and industry data;

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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.

Indefinite-Lived Intangible Asset Impairment Assessment - Staropramen Family of Brands (EMEA&APAC)

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.

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.

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

The evaluation involves comparing the indefinite-lived intangible asset’s fair value to its carrying value.

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

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.

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.

An excess earnings approach is used to determine the fair value of the indefinite-lived intangible asset.

Fair value determinations require

considerable judgment and are sensitive to changes in underlying assumptions and factors.

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.

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;

(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;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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.

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;

(ii) evaluating the appropriateness of the excess earnings approach used by management;

(iii) testing the completeness and accuracy of underlying data used in the excess earnings approach;

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.

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;

(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.

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

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We have served as the Company’s auditor since 1974.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

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See notes to consolidated financial statements.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

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See notes to consolidated financial statements.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

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See notes to consolidated financial statements.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

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(IN MILLIONS )

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For the Years Ended

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Amortization of debt issuance costs and discounts 5.3 5.7 7.7

Interest expense related to mandatorily redeemable noncontrolling interest 46.5 — —

Share-based compensation 43.1 44.9 33.6

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Income tax (paid) received ( 227.1 ) ( 244.8 ) ( 76.6 )

Interest expense, excluding amortization of debt issuance costs and discounts 228.3 242.9 253.6

Interest expense, excluding amortization of debt issuance costs and discounts and mandatorily redeemable noncontrolling interest 230.9 228.3 242.9

Interest paid ( 216.0 ) ( 229.0 ) ( 240.0 )

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

Change in current assets and liabilities (net of impact of business combinations) and other

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Cash flows from financing activities

Exercise of stock options under equity compensation plans 7.9 3.1 4.6

Dividends paid ( 369.2 ) ( 354.7 ) ( 329.3 )

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See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for supplementary cash flow data.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

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Other comprehensive income (loss), net of tax ( 201.9 ) — — — — — — ( 199.5 ) — ( 2.4 )

Share repurchase program ( 51.5 ) — — — — — — — ( 51.5 ) —

Contributions from noncontrolling interests 8.1 — — — — — — — — 8.1

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Purchase of noncontrolling interest ( 8.5 ) — — — — ( 5.5 ) — — — ( 3.0 )

Deconsolidation of VIE ( 8.8 ) — — — — — — — — ( 8.8 )

Net income (loss) including noncontrolling interests 957.1 — — — — — 948.9 — — 8.2

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Contributions from noncontrolling interests 2.4 — — — — — — — — 2.4

Molson Coors Beverage Company Stockholders' Equity

Common stock Exchangeable Accumulated

other Common Stock

issued shares issued Paid-in- Retained comprehensive treasury controlling

Total Class A Class B Class A Class B capital earnings income (loss) Class B interests (1)

Distributions and dividends to noncontrolling interests ( 14.0 ) — — — — — — — — ( 14.0 )

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Shares issued under equity compensation plan ( 9.8 ) — — — — ( 9.8 ) — — — —

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Molson Coors Beverage Company Stockholders' Equity

Common stock Exchangeable Accumulated

other Common Stock

issued shares issued Paid-in- Retained comprehensive treasury controlling

Total Class A Class B Class A Class B capital earnings income (loss) Class B interests (1)

Amortization of share-based compensation 43.1 — — — — 43.1 — — — —

Purchase of noncontrolling interest 0.5 — — — — 0.7 — — — ( 0.2 )

Deconsolidation of VIE ( 8.8 ) — — — — — — — — ( 8.8 )

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

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Distributions and dividends to noncontrolling interests ( 3.1 ) — — — — — — — — ( 3.1 )

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

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

Dividends declared ( 368.7 ) — — — — — ( 368.7 ) — — —

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Basis of Presentation and Summary of Significant Accounting Policies

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

Our reporting segments include Americas and EMEA&APAC.

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

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods, and 2023, 2022 and 2021 refers to the twelve months ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively.

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 reporting segments include the Americas and EMEA&APAC.

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

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods.

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

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

Our consolidated financial statements and related disclosures reflect new accounting pronouncements adopted during the year as discussed in Note 2, "New Accounting Pronouncements."

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To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected.

Acquisitions and Buyouts

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

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

See Note 3, "Investments" for further discussion.

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

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

On August 7, 2023, we acquired a 75 % equity interest in Blue Run, a U.S.

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The acquisition is aligned with our strategy to expand beyond the beer aisle and enhance our presence in the spirits category.

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.

The Blue Run 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.

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.

Pro forma results of operations have not been presented as the impact is not material to our results of operation or financial position.

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

Supplier Financing

We are the buyer under a supplier finance program with Citibank N.A.

("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.

("Citi" or "the bank"), with $ 145.1 million and $ 147.5 million confirmed as valid and outstanding as of December 31, 2024 and December 31, 2023, respectively.

We recognize these unpaid balances in accounts payable and other current liabilities on our consolidated balance sheets.

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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.

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

(In millions)

Confirmed obligations outstanding as of December 31, 2023

Invoices confirmed during the year 590.8

Confirmed invoices paid during the year ( 590.7 )

Effect of foreign exchange rate changes ( 2.5 )

Confirmed obligations outstanding as of December 31, 2024

Government Assistance

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This includes, but is not limited to, refundable and non-refundable property and income tax credits in various state and other local jurisdictions.

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.

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.

No programs are individually material nor are the programs material in the aggregate.

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 statements of operations, when it is probable we will receive the funds and have met the conditions, if any, required by the government assistance program.

If we receive the government assistance at a point in time for services to be completed over a future time period, the cash received is initially recorded in our consolidated balance sheets as other liabilities, and amortized as a reduction to MG&A expenses over the service period of the agreement.

No programs are material individually or in the aggregate.

Revenue Recognition

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We further analyze arrangements that span greater than one year on an ongoing basis to determine whether a significant financing component exists.

During the years ended December 31, 2023, 2022 and 2021 no arrangements were individually material nor material in the aggregate.

During the years ended December 31, 2024, 2023 and 2022, no arrangements were material individually or 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.

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We continually evaluate whether our revenue generating activities and advanced payment arrangements with customers result in the recognition of contract assets or liabilities.

No such assets or liabilities existed as of December 31, 2023 or December 31, 2022.

These assets and liabilities were immaterial as of December 31, 2024 and December 31, 2023.

Separately, trade receivables, net including affiliate receivables, approximates receivables from contracts with customers.

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We account for shipping and handling activities that occur after control has transferred as a fulfillment cost as opposed to a separate performance obligation, and the costs of shipping and handling are recognized concurrently with the related revenue.

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

Excise taxes on alcohol products are government-imposed taxes based on measurable attributes like alcohol content, volume, or beverage type, aimed at generating revenue and regulating consumption.

Excise taxes are shown in a separate line item in the consolidated statements of operations as a reduction of sales.

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Marketing, General and Administrative Expenses

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.

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.

Production costs of advertising and promotional materials are recorded as a prepaid asset and expensed when the advertising is first run.

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.

Additionally, marketing expenses include amortization costs associated with definite-lived brand intangible assets and certain depreciation costs related to marketing related assets.

Total marketing and advertising expenses, excluding depreciation and amortization costs, were approximately $ 1.1 billion, $ 1.1 billion and $ 1.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively.

MG&A expenses also include general and administrative costs for functions such as finance, legal, human resources and information technology.

These costs primarily consist of compensation, benefits and outside services, as well as bad debt expense related to our allowance for doubtful accounts.

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GAAP, legal costs are expensed when incurred.

These costs also include our marketing and sales organizations, including compensation, benefits and other overheads, including travel and entertainment expenses.

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.

These costs also include our marketing and sales organizations, including compensation, benefits and other overhead costs, including travel and entertainment expenses.

This line item additionally includes share-based compensation and certain depreciation costs related to non-production equipment.

Share-based compensation is recognized using a straight-line method over the vesting period of the awards.

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• other significant items deemed to warrant separate classification within operating income

These items classified as other operating income (expense) are not necessarily non-recurring, however, they are generally deemed to be incremental to income earned or costs incurred by us in conducting normal operations.

These items classified as other operating income (expense), net are not necessarily non-recurring, however, they are generally deemed to be incremental to income earned or costs incurred through normal operations.

Interest Expense, net

Our interest costs are associated with borrowings to finance our operations and acquisitions.

Our interest costs are primarily associated with borrowings to finance our operations and strategic acquisitions.

Interest earned on our cash and cash equivalents across our business is recorded as interest income.

We capitalize interest cost as a part of the original cost of acquiring certain fixed assets if the cost of the capital expenditure and the expected time to complete the project are considered significant.

Generally, we use the weighted average cost of borrowing of outstanding long-term debt to calculate capitalized interest.

Other Non-Operating Income (Expense), net

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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;

These gains and losses are included in the respective reporting unit;

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.

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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.

OCI also includes amounts reclassified to the consolidated statement of operations during the reporting period that were previously recognized within AOCI.

OCI also includes amounts reclassified to the consolidated statements of operations during the reporting period that were previously recognized within AOCI.

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).

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We have no unvested outstanding equity share awards that contain non-forfeitable rights to dividends.

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.

Anti-dilutive securities excluded from the computation of diluted EPS for the years ended December 31, 2024, 2023 and 2022, were 1.2 million, 0.6 million and 3.1 million shares, respectively.

Cash and Cash Equivalents

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Our cash deposits are maintained with multiple, reputable financial institutions.

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.

On November 21, 2024, our Company's Board declared a dividend of $ 0.44 per share, paid on December 20, 2024 to shareholders of Class A and Class B common stock of record on December 6, 2024.

Shareholders of exchangeable shares received the CAD equivalent of dividends declared on Class A and Class B common stock, equal to CAD 0.61 per share.

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.

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.

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.

A quarterly dividend was reinstated during the third quarter of 2021.

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.

During the year ended December 31, 2024, dividends declared to eligible shareholders totaled $ 1.76 per share, with the CAD equivalent equal to CAD 2.39 per share.

During the year ended December 31, 2023, dividends declared to eligible shareholders totaled $ 1.64 per share with the CAD equivalent equal to CAD 2.19 per share.

During the year ended December 31, 2022, dividends declared to eligible shareholders totaled $ 1.52 per share with the CAD equivalent equal to CAD 1.95 per share.

Non-Cash Activity

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We also had other non-cash activities related to capital expenditures incurred but not yet paid of $ 297.8 million, $ 254.9 million and $ 234.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

In addition, we had non-cash activities related to our non-cash issuances of share-based awards.

In addition, we had non-cash activities related to certain issuances of share-based awards.

See Note 16, "Share-Based Payments" for further details.

In June 2021, we rolled forward our July 2021 $ 250.0 million forward starting interest rate swap to May 2022 through a cashless settlement.

The unrealized loss on the 2021 forward starting interest rate swap at the time of the transaction was factored into the effective interest rate assigned to the new May 2022 forward starting interest rate swap.

See Note 10, "Derivative Instruments and Hedging Activities" for further details.

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.

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.

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, 2024, 2023 and 2022.

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The majority of spare parts within our business include motors, fillers and other components that are required to maintain a normal level of production in the event that expected maintenance and/or repairs are required.

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.

These parts are classified 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.

Property, Plant and Equipment

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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.

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.

Our asset groups are generally identified at the segment level with the exception of certain businesses or 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.

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.

The deposits received on our returnable containers in the market are recorded as deposit liabilities, included within accounts payable and other current liabilities on 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.

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Amortization is recorded using the straight-line method over the estimated lives of the assets as this approximates the pattern in which the assets economic benefits are consumed.

Goodwill impairments are recorded to the Goodwill impairment line item on the consolidated statement of operations whereas impairments of intangible assets are recorded in the " Other operating income (expense), net " line item.

Goodwill impairments are recorded to goodwill impairment on the consolidated statements of operations whereas impairments of intangible assets are recorded to o ther operating income (expense), net in the consolidated statements of operations .

Equity Method Investments

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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.

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.

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.

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We maintain retirement plans for the majority of our employees.

We offer different types of plans within each segment, including defined benefit plans, defined contribution plans and OPEB plans.

We offer different types of plans, including defined benefit plans, defined contribution plans and OPEB plans.

Each plan is managed locally and in accordance with respective local laws and regulations.

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.

We recognize the underfunded or overfunded status of a defined benefit pension and OPEB plan as an asset or liability on the consolidated balance sheets.

The funded status of a plan, measured as the difference between the fair value of plan assets and the projected benefit obligation, and the related net periodic pension cost are calculated using a number of significant actuarial assumptions.

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For plans closed to new entrants and the future accrual of benefits, the average remaining life expectancy of all plan participants (including retirees) is used.

Redeemable Noncontrolling Interest

Certain of our noncontrolling interests have redemption features that are outside of our control, such as those subject to put options exercisable at a future date.

We account for these as redeemable noncontrolling interests and present the balances outside of stockholders’ equity on the consolidated balance sheets.

Redeemable NCI is recorded as the higher of the carrying value after accounting for attribution of net income (loss) or the redemption value.

For preferred NCI shares and common NCI shares redeemable at an amount other than fair value, adjustments to redemption value, as appropriate, are recognized through net income (loss) attributable to noncontrolling interest on the consolidated statements of operations.

For common NCI shares redeemable at fair value, adjustments to redemption value are recognized within equity.

Out of Period Adjustment

During the third quarter of 2024, we identified certain errors in the historical accounting for NCI with redemption features outside of our control under the terms of our CBPL partnership agreement and within certain other immaterial investments.

Since the inception of these partnerships dating back to as early as 2002, we had historically accounted for the NCI within permanent equity with no adjustments to redemption value.

Rather, our partners' shares should have been presented as redeemable NCI through the date of exercise of the redemption feature, with adjustments to the redemption value being recorded each reporting period as necessary.

Furthermore, in March 2024, our CBPL partner exercised its put option requiring us to acquire their 49.9 % ownership interest.

Since the exercise was irrevocable, the NCI became mandatorily redeemable at that time and should have been reclassified to accounts payable and other current liabilities.

These errors resulted in a reclassification of $ 65 million from noncontrolling interests, of which $ 49 million was reclassified to accounts payable and other current liabilities for CBPL and $ 16 million was reclassified to redeemable noncontrolling interests for the other immaterial investments in our consolidated balance sheets.

In addition, the errors resulted in a cumulative understatement of $ 34.5 million to net income attributable to NCI and a corresponding cumulative overstatement to net income attributable to MCBC in our consolidated statements of operations.

The errors were corrected through an out of period adjustment as of and for the three months ended September 30, 2024.

Management assessed the impact of the errors and deemed them to not be material to any prior periods or 2024 results.

In October 2024, we obtained the final redemption value and as a result, during the third quarter of 2024, we recorded an adjustment of $ 45.8 million to increase the mandatorily redeemable NCI liability prior to its final settlement, with the adjustment recorded to interest expense.

Other than the addition of redeemable noncontrolling interest discussed in Note 3, "Investments" there was no material activity to redeemable NCI for the years ended December 31, 2024, 2023, or 2022.

Fair Value Measurements

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Subsequent Events

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.

Effective February 1, 2025, we obtained exclusive rights via a license agreement to produce, market and sell Fever-Tree products in the U.S.

In connection with this agreement, we acquired the shares of the Fever-Tree USA, Inc.

entity, with the immaterial acquisition to be accounted for as a business combination and consideration to be allocated primarily to working capital balances.

Further, we made an investment of approximately $ 90 million in Fever-Tree Drinks Plc, a listed entity on the London Stock Exchange (LSE:FEVR).

The investment will be accounted for at fair value under ASC 321.

On February 12, 2025, the Company's Board of Directors declared a quarterly dividend of $ 0.47 per share, to be paid on March 14, 2025, to shareholders of Class A and Class B common stock of record on February 27, 2025.

Shareholders of exchangeable shares will receive the CAD equivalent of dividends declared on Class A and Class B common stock.

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New Accounting Pronouncements Recently Adopted

In March 2020, the FASB issued authoritative guidance which provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and was effective for all entities upon issuance on March 12, 2020 and remains effective through December 31, 2024.

The guidance permits a company to elect certain optional expedients and exceptions when affected by the changes in reference rate reform.

We have adopted this guidance and elected to apply certain optional expedients related to our derivative instruments with maturity dates extending beyond the discontinuance date of LIBOR.

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.

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.

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.

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.

In November 2023, the FASB issued ASU 2023-07, S egment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, authoritative guidance intended to improve reportable segment disclosures and to enhance disclosures about significant reportable segment expenses.

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.

We adopted this guidance starting in this annual report.

The adopted guidance impacted the presentation and disclosure of our segment reporting footnote but did not have an impact either on segment reporting identification or on our financial position or results of operations.

See Note 18, "Segment Reporting" for further details.

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations, authoritative guidance intended to provide consistent and transparent disclosures for a buyer in a supplier finance program by requiring disclosures of key program terms, the amount of obligations that have been confirmed as valid with the finance provider that are deemed outstanding as of the end of the period, a description of the financial line item in which this unpaid balance resides and a rollforward of the obligations including the amount of obligations confirmed and paid.

We adopted this guidance starting in the first quarter of 2023 with the exception of the rollforward disclosure requirement which was adopted prospectively starting in this annual report.

See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for further details.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued authoritative guidance intended to enhance transparency and decision usefulness of income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , aimed at enhancing transparency in income statement disclosures by requiring entities to disclose additional disaggregated information about significant expenses.

This guidance is effective for us starting with our annual report for the year ending December 31, 2027 and the subsequent interim periods, with prospective and retrospective application allowed and early adoption permitted.

We are still assessing the impact of the ASU, including the timing and method of adoption, however, we expect the guidance to impact disclosures only and not to have a material effect on our financial position or results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , authoritative guidance intended to enhance transparency and decision usefulness of income tax disclosures.

The amendments are focused on two specific disclosure areas:

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The amendments to the income taxes paid disclosure require reporting of net income taxes paid disaggregated by federal (national), state and foreign.

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.

We are permitted to early adopt and can choose to apply the guidance retrospectively.

This guidance is effective for us starting with our annual report for the year ending December 31, 2025.

We have the option to apply the guidance prospectively or retrospectively and we are still considering which method to apply.

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.

In November 2023, the FASB issued authoritative guidance intended to improve reportable segment disclosures and to enhance disclosures about significant reportable segment expenses.

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.

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.

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As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation.

Our consolidated VIEs are Cobra Beer Partnership, Ltd.

("Cobra U.K."), RMMC and RMBC, as well as other immaterial entities.

Our unconsolidated VIEs are BRI, BDL and TYC, as well as other immaterial investments.

Our consolidated VIEs are RMMC and RMBC as well as other immaterial entities.

Our unconsolidated VIEs as of December 31, 2024 are BRI, BDL and TYC, as well as other immaterial investments.

was a historical consolidated VIE, however, during the year ended December 31, 2024, our partner exercised a put option under our partnership agreement which has resulted in our acquisition of the remaining 49.9 % ownership interest.

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

See further discussion of this transaction in Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" .

During the third quarter of 2023, we sold our 57.5 % controlling interest in Truss to Tilray Brands for an immaterial amount and recognized a loss of $ 11 million within other operating income (expense), net in our consolidated statement of operations upon deconsolidation of the business.

During the second quarter of 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.

Prior to the sale of our controlling interest, Truss was recorded as a consolidated VIE in the comparative periods presented.

Both BRI and BDL have outstanding third party debt which is guaranteed by their respective shareholders.

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We hold a 50.9 % ownership interest in BRI.

BRI charges the brewers service fees that are designed so the entity operates on a cash neutral basis.

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.

BRI charges the brewers service fees which are 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.

Attributable income (loss) from our ownership of BRI is recorded to cost of goods sold in the consolidated statements of operations.

Based on the existing structure, control is shared and we do not anticipate becoming the primary beneficiary in the foreseeable future.

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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.

Attributable income (loss) from our ownership of BDL is recorded to cost of goods sold in the consolidated statements of operations.

See "Affiliate Transactions" section below for BDL affiliate due to and due from balances as of December 31, 2024 and December 31, 2023, 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).

During the third quarter of 2023, we increased our investment in ZOA Energy, LLC (“ZOA”), an energy drink company operating in the U.S.

During the third quarter of 2023, we increased our investment in ZOA, an energy drink company operating in the U.S.

and Canada, bringing our ownership interest to 40 %, on a fully diluted basis.

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.

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.

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.

Furthermore, we have an agreement to distribute ZOA’s products in certain channels in the U.S.

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.

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.

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.

The 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 statement of cash flows.

Subsequent to the 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.

On October 31, 2024, we cancelled our existing warrant to purchase additional shares in ZOA and instead entered into a separate subscription agreement.

Through this new subscription agreement, we increased our investment in ZOA for cash consideration of $ 53 million, bringing our ownership interest to 51 % subsequent to the closing of the transaction.

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

The acquisition is aligned with our strategy to expand beyond beer.

Upon consolidation, we recognized a gain of $ 77.9 million in other operating income (expense), net in the consolidated statements of operations, representing the difference between the fair value and the carrying value of our previously held equity interest on the acquisition date.

The acquisition resulted in the recognition of $ 275.5 million of goodwill, which is partially deductible for tax purposes by the partnership members.

Our share of the tax deductible goodwill is $ 47.2 million.

The goodwill is attributable to anticipated synergies from further leveraging of the Company’s distribution and supply chain network and scale.

The acquisition also resulted in the recognition of $ 58.0 million of a definite-lived brand intangible asset to be amortized over a 15 -year life, with the remainder primarily allocated to working capital balances and $ 44.4 million of cash, of which $ 39.0 million was related to investment proceeds retained by ZOA.

Additionally, noncontrolling interest of $ 130.9 million was recognized at fair value and is recorded as redeemable noncontrolling interest on the consolidated balance sheets.

Based on the contractual terms of the agreement, we have the ability to exercise a call option to purchase the shares of certain noncontrolling interest holders at fair value beginning in 2027.

In the event we do not exercise our call option at the end of our call option window, these noncontrolling interest holders have a drag along right that would require us to sell our interest in ZOA along with their interest to a willing third party.

The fair value of the redeemable noncontrolling interest and our previously held equity interest was determined based on the estimated fair value of the shares at the time of the transaction, based on the utilization of an option pricing model for a hypothetical liquidation scenario and supported by the calculated enterprise value under a discounted cash flow method under the income approach, with estimated future cash flows of the entity discounted using a rate of return reflecting the entity’s presumed risk.

As the inputs are not observable in the market, these represent Level 3 measurements.

Pro forma results of operations have not been presented as the impact is not material to our results of operations or financial position.

We have certain other immaterial equity investments we enter into from time to time that align with our organizational strategies and growth initiatives.

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Consolidated VIEs

CBPL was a consolidated VIE until the third quarter of 2024 upon acquisition of the remaining interest in the entity and Truss was a consolidated VIE until the third quarter of 2023 when the business was sold.

Rocky Mountain Metal Container

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RMMC manufactures cans and ends at our facilities, which RMMC is operating under a use and license agreement.

As RMMC is a limited liability company ("LLC"), the tax consequences flow to the joint venture partners.

As RMMC is a limited liability company ("LLC") classified as a partnership for U.S.

tax purposes, the income tax consequences flow to the joint venture partners.

Beginning on December 31, 2026, Ball has an option to sell its ownership interest to us and we have the right to purchase Ball's interest.

Rocky Mountain Bottle Company

RMBC, a Colorado limited liability company, is a joint venture with Owens-Brockway Glass Container, Inc in which we hold a 50 % interest.

RMBC, a Colorado limited liability company, is a joint venture with Owens-Brockway Glass Container, Inc.

in which we hold a 50 % interest.

business has a supply agreement with RMBC under which we agree to purchase output approximating the agreed upon annual plant capacity of RMBC.

RMBC manufactures bottles at our facilities, which RMBC is operating under a lease agreement.

As RMBC is an LLC, the tax consequences flow to the joint venture partners.

We hold a 50.1 % interest in Cobra U.K., which owns the worldwide rights to the Cobra beer brand (with the exception of the Indian sub-continent, owned by Cobra India).

The noncontrolling interest is held by the founder of the Cobra beer brand.

We consolidate the results and financial position of Cobra U.K., and it is reported within our EMEA&APAC segment.

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.

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.

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):

As RMBC is classified as a partnership for U.S.

tax purposes, the income tax consequences flow to the joint venture partners.

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

December 31, 2024 December 31, 2023

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Property, plant and equipment, net $ 4,460.4 $ 4,444.5

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.

Depreciation expense was $ 553.0 million, $ 475.5 million and $ 476.7 million for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

Depreciation expense for the year ended December 31, 2024, included $ 93.6 million of accelerated depreciation in excess of normal depreciation related to the wind down or sale of certain of our U.S.

craft businesses and related facilities .

Goodwill and Intangible Assets

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Balance as of December 31, 2022 $ 5,291.9 $ — $ 5,291.9

Impairments ( 845.0 ) — ( 845.0 )

Acquisition (2)

Foreign currency translation, net 4.2 — 4.2

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Acquisition (2)

275.5 — 275.5

Divestitures (3)

( 6.1 ) — ( 6.1 )

Foreign currency translation, net ( 12.4 ) — ( 12.4 )

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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.

(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" .

The goodwill acquired is not deductible for tax purposes.

(2) Goodwill acquired in our Americas segment was related to our acquisitions of the controlling interest in ZOA and Blue Run during the years ended December 31, 2024 and December 31, 2023, respectively.

The goodwill for the ZOA acquisition is partially deductible for tax purposes, while the goodwill for the Blue Run acquisition is not deductible for tax purposes.

The increase in our ZOA investment and the acquisition of Blue Run is further discussed in Note 3, "Investments" and Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" , respectively.

(3) During the third quarter of 2024, we divested of certain of our U.S.

craft businesses and allocated a portion of goodwill to the disposal group based on the relative fair values of the disposal group and the reporting unit.

The following table presents details of our intangible assets, other than goodwill, as of December 31, 2024:

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Total $ 14,392.4 $ ( 1,777.8 ) $ 12,614.6

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.

The decrease in the gross carrying amount of intangible assets from December 31, 2023 to December 31, 2024, was driven by the disposal of brands related to certain of our U.S.

craft businesses, partially offset by the acquisition of the ZOA brand and other not material acquisition activity.

The amount is also impacted by foreign exchange rates, as a significant amount of intangible assets, other than goodwill, are denominated in foreign currencies.

Based on foreign exchange rates as of December 31, 2024, the estimated future amortization expense of intangible assets for the next five years is as follows:

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Annual 2024 Impairment Assessment

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.

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.

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.

This is partially offset by an increase to the discount rate as a result of the recent rising interest rate environment.

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.

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.

We completed our required annual goodwill and indefinite-lived intangible asset impairment testing as of October 1, 2024, 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 and therefore no goodwill impairment charge was recorded.

The fair value of the Americas reporting unit decreased in the current year primarily due to lower market multiples and lower forecasted cash flow projections, with the decreases largely driven by more challenging U.S.

industry expectations.

This was partially offset by a decrease to the discount rate as a result of fluctuations in the interest rate environment.

Specifically, the discount rate used in developing our annual fair value estimates for the Americas reporting unit in the current year was 8.25 % based on market-specific factors, as compared to 9.00 % used as of the October 1, 2023 annual testing date.

The Americas reporting unit continues to be at a heightened risk of future impairment as the fair value exceeded its respective carrying value by less than 15 %.

We continue to focus on growing our core power brand net sales, aggressively premiumizing our portfolio and scaling and expanding beyond beer.

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.

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.

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.

Additionally, the fair value determinations are sensitive to changes in the beer industry environment, broader macroeconomic conditions and market multiples or discount rates that could negatively impact future analyses, including the impacts of cost inflation, 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

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.

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.

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.

The fair value of the Coors brands in the Americas, the Miller brands in the U.S.

and the Carling brands in EMEA&APAC all exceeded their respective carrying values by over 15.0 % as of the annual testing date.

As of the October 1, 2024 testing date, the fair values of the Coors brands in the Americas (inclusive of our Coors brand in the U.S.

and Coors distribution agreement in Canada), the Miller brands in the U.S., the Carling brands in the U.K.

and the Staropramen brands in EMEA&APAC are sufficiently in excess of their respective carrying values as of the annual testing date, with each having over 15 % cushion of fair value over book value.

We utilized Level 3 fair value measurements in our impairment analysis of our indefinite-lived intangible assets.

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(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.

(i) a decrease in expected future cash flows, specifically, an inability to execute on our strategic initiatives including our premiumization efforts 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 implement our cost savings initiatives, (ii) adverse changes in macroeconomic conditions that significantly differ from our assumptions in timing and/or degree (such as a global pandemic, recession or evolving beer industry), (iii) significant unfavorable changes in tax rates, (iv) volatility in the equity and debt markets or other country-specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages.

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.

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Annual 2023 Impairment Assessment

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.

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.

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.

We completed our required annual goodwill and indefinite-lived intangible asset impairment analysis as of October 1, 2023 and concluded that the fair value of the Americas reporting unit was in excess of its carrying value amount and, therefore, no goodwill impairment charge was recorded.

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

The decline in fair value in 2023 was impacted by reductions in management forecasts as well as macroeconomic factors including an increase in the discount rate.

No other impairments were recorded for our other indefinite-lived 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.

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.

The asset group was measured at fair value primarily using a market approach with Level 3 inputs.

See Note 17, "Other Operating Income (Expense), net" for further details on impairment losses recorded.

We continuously monitor the performance of our definite-lived assets for potential triggering events suggesting an impairment review should be performed.

Due to a reduction in forecasted cash flows associated with one of our asset groups, we identified this as a triggering event during the fourth quarter of 2024 and performed a recoverability test for the long-lived assets at the asset group level but concluded that the recoverability test passed and no impairment was recorded.

No other material triggering events were identified in either the year ended December 31, 2024 or 2023 related to definite-lived intangible assets or other long-lived assets.

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Accounts payable and accrued trade payables $ 1,875.0 $ 1,980.8

Accrued rebates and discounts

Accrued compensation 241.3 316.8

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Accounts payable and other current liabilities $ 3,013.0 $ 3,180.8

(1) Includes current liabilities related to derivatives, income taxes, pensions and other postretirement benefits, guarantee liabilities for some of our equity method investments and various other accrued expenses.

For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, lease expense (including immaterial short-term and variable lease costs) was as follows:

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Present value of lease liabilities $ 208.2 $ 66.8

As of December 31, 2023, we entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $ 23 million.

The leases are expected to commence in 2024.

Debt Obligations

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Long-term debt

CAD 500 million 2.84 % notes due July 2023 (1)(2)(3)

EUR 800 million 1.25 % notes due July 2024 (1)

CAD 500 million 3.44 % notes due July 2026 (1)(2)

$ 2.0 billion 3.0 % notes due July 2026 (1)

EUR 800 million 1.25 % senior notes due July 2024 (1)(2)

CAD 500 million 3.44 % senior notes due July 2026 (2)(3)

$ 2.0 billion 3.0 % senior notes due July 2026 (2)

2,000.0 2,000.0

$ 1.1 billion 5.0 % notes due May 2042 (4)

EUR 800 million 3.8 % senior notes due June 2032 (4)

$ 1.1 billion 5.0 % senior notes due May 2042 (5)

1,100.0 1,100.0

$ 1.8 billion 4.2 % notes due July 2046 (1)

$ 1.8 billion 4.2 % senior notes due July 2046 (2)

1,800.0 1,800.0

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Current portion of long-term debt and short-term borrowings $ 32.2 $ 911.8

(1) We repaid our EUR 800 million 1.25 % senior notes upon maturity on July 15, 2024, using the cash proceeds from our EUR 800 million 3.8 % senior notes issued on May 29, 2024, and cash on hand.

(2) 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).

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.

Total remaining debt issuance costs capitalized in connection with these senior notes including underwriting fees, discounts and other financing related costs, were $ 24.0 million as of December 31, 2024, and are being amortized over the respective and remaining terms.

(3) 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.

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.

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 % senior 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.

(3) We repaid our CAD 500 million 2.84 % notes upon maturity on July 15, 2023 using cash on hand.

(4) On May 29, 2024, MCBC issued EUR 800 million 3.8 % senior notes with a maturity of June 15, 2032 ("EUR 2032 Senior Notes").

The issuance resulted in total proceeds of $ 863.7 million, net of underwriting fees and discounts.

Total debt discounts and debt issuance costs capitalized in connection with these senior notes, including underwriting fees, were approximately $ 7.1 million and are being amortized over the term of the EUR 2032 Senior Notes.

The EUR 2032 Senior Notes began accruing interest upon issuance, with interest payments due annually.

Additionally, upon issuance we designated the EUR 2032 Senior Notes as a hedge of our investment in a EUR functional currency subsidiary.

See Note 10, "Derivative Instruments and Hedging Activities" for further details.

(5) On May 3, 2012, we issued approximately $ 1.9 billion of senior notes with $ 1.1 billion remaining due in 2042.

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.

The total remaining debt issuance costs capitalized in connection with these senior notes, including the underwriting fees and discounts, were $ 7.8 million as of December 31, 2024, and are being amortized over the remaining term of the 2042 senior notes.

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

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We utilize market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates.

As of 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.

As of December 31, 2024 and December 31, 2023, the fair value of our outstanding long-term debt (including the current portion of long-term debt) was approximately $ 5.7 billion and $ 5.9 billion, respectively.

All senior notes are valued based on significant observable inputs and classified as Level 2 in the fair value hierarchy.

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Revolving Credit Facility and Commercial Paper

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.

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.

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.

On June 3, 2024, we amended our existing $ 2.0 billion multi-currency revolving credit facility to, among other things, extend the maturity date from June 26, 2028 to June 26, 2029.

The amendment did not change the borrowing capacity of the revolving credit facility, which allows us to issue a maximum aggregate amount of $ 2.0 billion in commercial paper or other borrowings at any time at variable interest rates.

The $ 150 million sub-facility available for the issuance of letters of credit remains unchanged.

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.

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.

We use this facility from time to time to leverage cash needs to fund the repayment of debt upon maturity and for working capital or general purposes.

We had no borrowings drawn on the amended and restated multi-currency revolving credit facility and no commercial paper borrowings as of December 31, 2024 and December 31, 2023.

Debt Covenants

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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.

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.

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 amended and restated multi-currency 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, 2024 and December 31, 2023, we were in compliance with all of these restrictions and covenants, have met such financial ratios, and have met all debt payment obligations.

All of our outstanding senior notes as of December 31, 2024, rank pari-passu.

As of December 31, 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:

As of December 31, 2024, the aggregate principal debt maturities of long-term debt and short-term borrowings excluding finance leases, based on foreign exchange rates as of December 31, 2024, were as follows:

(In millions)

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Total $ 6,117.5

The aggregate principal debt maturities in the table above excludes Other and Finance leases.

The future maturities of finance leases are disclosed in Note 8, "Leases."

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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.

In certain situations, we may execute derivatives that do not qualify for, or we do not otherwise seek, hedge accounting but are determined to be important for managing risk.

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Specific to net investment hedges, we have elected to use the spot-to-spot methodology to assess effectiveness.

We discontinue hedge accounting prospectively when (1) the derivative is no longer highly effective in offsetting changes in the cash flows of a forecasted future transaction;

(2) the derivative expires or is sold, terminated, or exercised;

(3) it is no longer probable that the forecasted transaction will occur;

(4) management determines that designating the derivative as a hedging instrument is no longer appropriate;

or (5) management decides to cease hedge accounting.

We discontinue hedge accounting prospectively when (i) the derivative is no longer highly effective in offsetting changes in the cash flows of a forecasted future transaction;

(ii) the derivative expires or is sold, terminated, or exercised;

(iii) it is no longer probable that the forecasted transaction will occur;

(iv) management determines that designating the derivative as a hedging instrument is no longer appropriate;

or (v) management decides to cease hedge accounting.

When we discontinue hedge accounting prospectively, but it continues to be probable that the forecasted transaction will occur in the originally expected period, the existing gain or loss on the derivative remains in AOCI for cash flow hedges and net investment hedges or in the carrying value of the hedged item for fair value hedges and is reclassified into earnings when the forecasted transaction affects earnings.

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Net Investment Hedges

Foreign Denominated Debt

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.

Cross Currency Swaps

In 2019, we entered into cross currency swap agreements having a total notional value of approximately EUR 353 million ($ 400 million upon execution) in order to hedge a portion of the foreign currency translational impacts of our European investment.

Upon repayment of the $ 1.0 billion 2.1 % senior notes at maturity in July 2021, we settled the associated cross currency swap resulting in a net cash payment of $ 12.7 million, consisting of the final loss on the cross currency swap of $ 17.6 million partially offset by the final interest received.

The settlement of these cross currency swaps were classified as investing activities in our consolidated statement of cash flows.

We had designated each of these cross currency swaps as net investment hedges and accordingly, recorded changes in fair value due to fluctuations in the spot rate to AOCI.

The changes in fair value of the swaps attributable to changes other than those due to fluctuations in the spot rate were excluded from the assessment of hedge effectiveness and recorded to interest expense over the life of the hedge.

On May 29, 2024, we issued EUR 800 million 3.8 % senior notes maturing June 15, 2032.

Concurrent with the issuance of these senior notes, we designated the principal of the senior notes as a net investment hedge of our investment in a EUR functional currency subsidiary in order to hedge a portion of the related foreign currency translational impacts and, accordingly, we have and will continue to record the changes in the carrying value due to fluctuations in the spot rate to AOCI.

See Note 9, "Debt" for further discussion of the EUR 800 million 3.8 % senior notes.

In 2016, we issued EUR 800 million 1.25 % senior notes which matured on July 15, 2024, to partially fund the MillerCoors acquisition.

Concurrent with the issuance of these senior notes, we designated the principal of the senior notes as a net investment hedge of our investment in our Europe business in order to hedge a portion of the foreign currency translational impacts and, accordingly, recorded the changes in the carrying value due to fluctuations in the spot rate to AOCI until it was de-designated on May 29, 2024.

Upon de-designation, the associated net investment hedge was discontinued.

The accumulated gains and losses associated with the settled net investment hedge will remain in AOCI until a liquidation or deconsolidation event at which point the accumulated gains and losses will be reclassified into earnings.

Forward Starting Interest Rate Swaps

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The new May 2022 forward starting interest rate swap was incremental to our existing May 2022 forward starting interest rate swap that was executed in 2018, both of which were hedging our forecasted debt issuance expected to occur during 2022.

In late April 2022, the forward starting interest rate swaps associated with the $ 500 million 3.5 % notes that we repaid upon maturity on May 1, 2022 were terminated and settled.

In late April 2022, the forward starting interest rate swaps associated with the $ 500 million 3.5 % senior notes that we repaid upon maturity on May 1, 2022 were terminated and settled.

The immaterial loss on settlement of the swaps was recorded through interest expense during the second quarter of 2022.

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.

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 interest rates associated with the future interest payments on the forecasted CAD debt issuances.

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.

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.

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.

We 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 was reclassified from AOCI and amortized to interest expense over the remaining term of the 2026 CAD senior notes up to the full 10-year term of the swaps.

Additionally, in 2023 we repaid our CAD 500 million 2.84 % senior 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, 2024, was $ 2.4 million.

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We have financial foreign exchange forward contracts in place to manage our exposure to foreign currency fluctuations.

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.

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.

These contracts were not designated in hedge accounting relationships;

as such, changes in the fair value were recorded in other non-operating income (expense), net in the consolidated statements of operations.

These contracts settled on July 12, 2023 in advance of the notes repayment for an immaterial amount.

These contracts settled on July 12, 2023 in advance of the senior notes repayment for an immaterial amount.

Commodity Swaps and Options

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.

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, barley and diesel.

These contracts allow us to swap our floating exposure to changes in these commodity prices for a fixed rate.

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As such, changes in fair value of these derivatives are recorded in cost of goods sold in the consolidated statements of operations.

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.

We hedge forecasted purchases of natural gas, aluminum 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.

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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.

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.

All changes in the fair value of the warrants subsequent to issuance and until expiration were recorded in other non-operating income (expense), net on the consolidated statements of operations.

Derivative Fair Value Measurements

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Fair value for all derivative contracts as of December 31, 2024 and 2023 were valued using significant other observable inputs, also known as Level 2 inputs.

December 31, 2023

December 31, 2022

December 31, 2024 December 31, 2023

(In millions)

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(loss) recognized

in OCI Location of gain (loss) recognized in income (amount excluded from effectiveness testing) Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)(1)

For the year ended December 31, 2024

EUR 800 million notes due 2024

$ ( 26.5 ) Other non-operating income (expense), net $ —

Total $ ( 26.5 ) $ —

EUR 800 million 1.25 % senior notes due 2024

EUR 800 million 3.8 % senior notes due 2032

For the year ended December 31, 2023

EUR 800 million notes due 2024

$ 53.2 Other non-operating income (expense), net $ —

Total $ 53.2 $ —

EUR 800 million 1.25 % senior notes due 2024

For the year ended December 31, 2022

Cross currency swaps $ 8.8 Interest income (expense), net $ 6.1

EUR 800 million notes due 2024

67.7 Other non-operating income (expense), net —

Total $ 76.5 $ 6.1

(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.

EUR 800 million 1.25 % senior notes due 2024

(1) 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.

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.

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.

During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, we did not reclassify any amounts related to net investment hedges from AOCI into earnings whether due to ineffectiveness, a sale or liquidation.

As of December 31, 2024, we expect net gains of approximately $ 4 million (pretax) recorded in AOCI will be reclassified into earnings within the next 12 months.

For derivatives designated in cash flow hedge relationships, the maximum length of time over which forecasted transactions are hedged as of December 31, 2024, is approximately 2 years.

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

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Commodity swaps Cost of goods sold $ ( 7.8 )

Foreign currency swaps Other non-operating income (expense), net 2.7

Total $ ( 59.0 )

For the year ended December 31, 2023

Commodity swaps Cost of goods sold $ ( 61.7 )

Foreign currency swaps Other non-operating income (expense), net 2.7

Total $ ( 59.0 )

For the year ended December 31, 2022

Commodity swaps Cost of goods sold $ 42.6

Commodity options Cost of goods sold 0.1

Warrants Other non-operating income (expense), net ( 0.3 )

Total $ 403.2

Employee Retirement Plans and Postretirement Benefits

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and Central European employees which are unfunded plans.

BRI and BDL maintain defined benefit, defined contribution and postretirement benefit plans as well;

however, those plans are excluded from this disclosure as BRI and BDL are equity method investments and not consolidated.

In the U.S., we participate in and make contributions to multi-employer pension plans.

Our equity method investments, BRI and BDL, maintain defined benefit, defined contribution and postretirement benefit plans as well;

however, those plans are excluded from this disclosure as BRI and BDL are not consolidated entities.

Further, in the U.S., we participate in and make contributions to multi-employer pension plans.

Contributions to multi-employer pension plans were $ 3.7 million, $ 4.1 million and $ 3.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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There were no subsidies received for the years ended December 31, 2024, 2023 and 2022.

Defined Benefit and OPEB Plans

Current Year Annuity Contract Purchases

On September 26, 2024, we purchased annuity contracts for two of our Canadian pension plans which transferred approximately $ 344 million of pension plan liabilities, along with the associated administration of benefits, to an insurance company using the plan's respective pension plan assets.

These transactions had no impact on the amount, timing or form of the retirement benefit payments to the affected retirees and beneficiaries.

As a result of the transaction, we reduced the respective pension plan liabilities and assets and remeasured any remaining pension plan liabilities and assets using updated actuarial assumptions.

We elected the practical expedient to perform the remeasurement as of the nearest calendar month-end date, which was September 30, 2024.

A total settlement loss of $ 34.0 million was recorded to other pension and postretirement benefit (costs), net in the consolidated statements of operations during the third quarter of 2024.

See the impacts of the pension plan remeasurement and settlement on AOCI in Note 15, "Accumulated Other Comprehensive Income (Loss) ".

Net Periodic Pension and OPEB (Benefit) Cost

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Net periodic pension and OPEB (benefit) cost $ 12.4 $ ( 3.7 ) $ 8.7 $ 0.6 $ ( 6.6 ) $ ( 6.0 ) $ ( 40.5 ) $ 10.7 $ ( 29.8 )

(1) The pension settlement loss recognized for the year ended December 31, 2024, was $ 34.0 million which was recorded as a result of the purchase of annuity contracts for two of our Canadian pension plans.

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.

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.

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

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Net amounts recognized $ 366.9 $ ( 423.0 ) $ ( 56.1 ) $ 378.8 $ ( 470.6 ) $ ( 91.8 )

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.

The accumulated benefit obligation for our defined benefit pension plans were approximately $ 2.4 billion and $ 3.0 billion as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024 and December 31, 2023, certain defined benefit pension plans in the U.S., Canada and the U.K.

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N/A Ranging ratably from 6.75 % in 2024 to 3.57 % in 2040

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.

The change to the weighted-average discount rates used for our defined benefit pension plans and postretirement plans as of December 31, 2024, from December 31, 2023, was primarily due to an increase in interest rates in 2024, particularly for our U.S.

Investment Strategy

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The business segments are obligated to adequately fund these asset trusts.

The underlying investments within our defined benefit pension plans include:

cash and short-term instruments, debt securities, equity securities, investment funds, and other investments including derivatives, hedge fund of funds and real estate.

The underlying investments within our defined benefit pension plans include cash and short-term instruments, debt securities, investment funds and other investments.

Investment allocations reflect the customized strategies of the respective plans.

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These investments are diversified by investing globally with limitations placed on issuer concentration.

Both our U.K.

and Canadian plans hedge a portion of the foreign exchange exposure between plan assets that are not denominated in the local plan currency and the local currency as the Canadian and U.K.

Both our Canadian and U.K.

plans hedge a portion of the foreign exchange exposure between plan assets that are not denominated in the local plan currency and the local currency as the Canadian and U.K.

pension liabilities will be settled in CAD and GBP, respectively.

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A provisional credit rating downgrade for any of these governments could negatively impact the asset values.

Further, as our benefit plans maintain exposure to non-government investments, a significant system-wide increase in credit spreads would also negatively impact the reported plan asset values.

Further, as our benefit plans maintain exposure to non-government investments, a significant system-wide increase in credit spreads would also negatively impact the plan asset values.

In general, equity and fixed income risks have been mitigated by company-specific concentration limits and by utilizing multiple equity managers.

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Cash $ 42.6 $ 42.6 $ — $ —

Trades awaiting settlement — — — —

Bank deposits, short-term bills and notes 40.5 — 40.5 —

Government debt securities 290.6 — 290.6 —

Corporate debt securities 119.3 — 119.3 —

Interest and inflation linked assets 415.0 — 402.7 12.3

Collateralized debt securities 0.3 — — 0.3

Annuities and longevity swap

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Cash $ 39.5 $ 39.5 $ — $ —

Trades awaiting settlement 32.7 32.7 — —

Bank deposits, short-term bills and notes 26.4 — 26.4 —

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Additionally, we anticipate utilizing approximately $ 9 million of surplus from certain Canadian defined benefit pension plans to fund employer contributions to certain Canadian defined contribution plans.

BRI and BDL contributions to their respective defined benefit pension plans are excluded here, as they are not consolidated in our financial statements.

Plan funding strategies are influenced by employee benefits, tax laws and plan governance documents.

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Change in valuation allowance 1.3 % 19.6 0.2 % 2.5 1.1 % ( 0.7 )

Acquisition related permanent items ( 0.2 ) % ( 3.2 ) — % — — % —

Goodwill impairment — % — — % — ( 287.0 ) % 179.3

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Effective tax rate / Tax (benefit) expense 23.0 % $ 345.3 23.6 % $ 296.1 ( 198.4 ) % $ 124.0

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.

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.

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.

Additionally, during the second quarter of 2021, the U.K.

government enacted, and royal assent was received for, legislation to increase the corporate income tax rate from 19% to 25%.

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.

On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into U.S.

The IRA includes a new corporate alternative minimum tax of 15% on the adjusted financial statement income ("AFSI") of corporations with average AFSI exceeding $1.0 billion over a three-year period, effective for tax years beginning after December 31, 2022.

The alternative minimum tax did not impact our financial or cash tax position in 2023.

Additionally, the IRA imposes an excise tax of 1% on stock repurchases, effective January 1, 2023.

The excise tax is recorded as an incremental cost in treasury stock on our 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.

The higher effective tax rate for the year ended December 31, 2024 when compared to the U.S federal statutory rate was primarily related to the impact of a valuation allowance that was recorded on deferred tax assets as a result of the sale of certain U.S.

craft businesses in the third quarter of 2024.

The sale resulted in the realization of a capital loss for U.S.

federal tax purposes.

We believe it is unlikely that the deferred tax asset generated by the capital loss will be recognized, and as a result, a $ 20.0 million valuation allowance was recorded.

The effective tax rate was further impacted by the net effect of acquisition-related permanent items, including:

(i) the non-taxable gain of $ 77.9 million recognized upon the consolidation of ZOA in the fourth quarter of 2024, and (ii) the $ 45.8 million of non-deductible interest expense recorded in the third quarter of 2024 to increase the mandatorily redeemable NCI liability of CBPL to the final redemption value.

The higher effective tax rate for the year ended December 31, 2023 when compared to the U.S.

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.

The lower effective tax rate for the year ended December 31, 2022 when compared to the U.S.

federal statutory rate was primarily due to the impact of the $ 845.0 million partial goodwill impairment, recorded within our Americas segment in the fourth quarter of 2022, which related to goodwill not deductible for tax purposes.

Recently, intergovernmental entities such as the Organization for Economic Development ("OECD") and European Union ("EU") have proposed changes to the existing tax laws of member countries, including model rules introduced by the OECD for a new 15% global minimum tax.

In December 2022, the EU member states agreed to incorporate the 15% global minimum tax into their respective domestic laws effective for fiscal years beginning on or after December 31, 2023.

In addition, several non-EU countries, including Canada and the U.K., have proposed and/or adopted legislation consistent with the OECD global minimum tax framework.

The global minimum tax, which is now effective in countries with enacted legislation, did not materially impact our financial or cash tax position in the twelve months ended December 31, 2024.

We continue to evaluate the impact on future periods as previously-enacting countries issue related guidance and additional countries consider adoption of the global minimum tax rules.

Our foreign businesses operate in jurisdictions with statutory income tax rates that differ from the U.S.

federal statutory rate.

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Derivative instruments 42.3 12.2

Accrued liabilities and other 13.4 —

Deferred tax liabilities $ 3,187.5 $ 3,085.7

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Based on this analysis, we have determined that the valuation allowances recorded in each period presented are appropriate.

The higher valuation allowance for the year ended December 31, 2024 related to the realization of a capital loss for U.S.

federal tax purposes following the sale of certain of our U.S.

craft businesses.

We believe it is unlikely that the capital loss will be recognized, and as a result, a $ 20.0 million valuation allowance against the related deferred tax asset was recorded in the third quarter of 2024.

As of December 31, 2024, we have deferred tax assets for U.S.

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however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.

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.

We recognized immaterial interest and penalties related to unrecognized tax benefits as part of income taxes on our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.

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 $ 49.1 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.

The settlement, along with changes to other unrecognized positions resulted in the net reduction of our unrecognized tax benefit position by approximately $ 250 million, including interest, in the third quarter of 2021.

The cash tax payment associated with the settlement, after application of available net operating losses, was made in the fourth quarter of 2021 which totaled approximately $ 125 million.

As of the fourth quarter of 2023, we do not anticipate material changes to our remaining unrecognized tax benefit position within the next 12 months.

As of December 31, 2024, we do not anticipate material changes to our remaining unrecognized tax benefit position within the next 12 months.

We file income tax returns in most of the federal, state and provincial jurisdictions in the U.S., Canada and various countries in Europe.

Tax years through 2013 are closed in the U.S.

In Canada, tax years through 2018 are closed or have been settled through examination except for issues relating to intercompany cross-border transactions.

The statute of limitations for intercompany cross-border transactions is closed through tax year 2015.

In Canada, tax years through 2019 are closed or have been settled through examination except for issues relating to intercompany cross-border transactions, which are separately closed or have been settled through examination for tax years through 2016.

Tax years through 2014 are closed for most European jurisdictions in which we operate, with statutes of limitations varying from 3 to 7 years for most jurisdictions.

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See Note 3, "Investments" for further detail.

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.

In addition, we provided an indemnity to FEMSA for losses Kaiser may incur with respect to tax claims associated with certain previously utilized purchased tax credits.

We settled a portion of our tax credit indemnity obligation during 2010.

In 2006, we sold our entire equity interest in our Brazilian unit, Cervejarias Kaiser Brasil S.A.

("Kaiser") to FEMSA Cerveza S.A.

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 and certain purchased tax credits.

Our exposure related to the tax, civil and labor indemnity claims is capped at $ 68 million, with the indemnity limited to settlement amounts in excess of amounts disclosed for existing contingencies at the date of sale and reduced by any subsequent settlements including offsetting impacts of any favorable amounts.

Related to the purchased tax credits, we settled a portion of our tax credit indemnity obligation during 2010.

The maximum potential claims amount for the remainder of the purchased tax credits was $ 12.2 million as of December 31, 2024.

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.

Our estimates for a recorded liability 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.

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.

In this regard, however, FEMSA assumed their full share of all of these contingent liabilities that had been previously recorded and disclosed by us prior to the sale on January 13, 2006.

However, we may have to provide indemnity to FEMSA if those contingencies settle at amounts greater than those amounts previously recorded or disclosed by us.

We will be able to offset any indemnity exposures in these circumstances with amounts that settle favorably to amounts previously recorded.

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.

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.

For the remaining portion of our indemnity obligations, not deemed probable, we continue to utilize probability-weighted scenarios in determining the value of the indemnity obligations.

Based on our assessment of the probability of these indemnities, we have recorded an immaterial amount as of December 31, 2024.

Future settlement procedures and related negotiation activities associated with these contingencies are largely outside of our control.

The sale agreement requires annual cash settlements relating to the tax, civil and labor indemnities.

Due to the uncertainty involved with the ultimate outcome and timing of these contingencies, significant adjustments to the carrying values of the indemnity obligations have been recorded to date and additional future adjustments may be required.

These liabilities are denominated in Brazilian Reais and are therefore, subject to foreign exchange gains or losses.

As a result, these foreign exchange gains and losses are the only impacts recorded within other non-operating income (expense), net.

As a result, these foreign exchange gains and losses are recorded within other non-operating income (expense), net.

Purchase Obligations

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Year Supply and Distribution Advertising and Promotions

(Amounts in millions)

(In millions)

2025 $ 132.6 $ 200.5

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The court denied both parties' post-trial motions on September 25, 2023.

On October 24, 2023, MCBC USA filed a notice of appeal in the 9th Circuit Court of Appeals.

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.

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.

On October 24, 2023, MCBC USA filed a notice of appeal in the 9th Circuit Court of Appeals, oral argument was heard in November 2024, and on December 30, 2024, the 9th Circuit affirmed the judgment.

As of December 31, 2024 and December 31, 2023, the Company had a recorded accrued liability of $ 60.6 million within accounts payable and other current liabilities and $ 58.5 million within other liabilities, respectively, on our consolidated balance sheets reflecting the best estimate of probable loss in this case based on the judgment plus associated post-judgment interest.

On January 29, 2025, the Company paid $ 60.6 million in final resolution of this matter.

Regulatory Contingencies

The Representative Owners and TBS are parties to an MFA that dictates the terms of the beer distribution and retail systems in Ontario.

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.

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.

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.

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.

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.

We continue to evaluate the impacts of the Key Principles on our results of operations.

The Province of Ontario and Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd.

(collectively, the "Representative Owners") and BRI, operating under the name The Beer Store ("TBS") are parties to a Master Framework Agreement ("MFA") that dictates the terms of the beer distribution and retail systems in the Province of Ontario.

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 expires on December 31, 2025.

An Early Implementation Agreement ("EIA") was entered into on May 23, 2024, 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.

The EIA was effective July 18, 2024, with provisions continuing until December 31, 2030, except certain provisions which end December 31, 2025.

TBS shall remain the primary distributor of beer to all retailers from the commencement date of the EIA to the end of the agreement, December 31, 2030.

In summary, the EIA removed grocery store pack size restrictions on beer, wine, cider and ready-to-drink alcoholic beverages as of July 18, 2024, in addition to allowing for the expansion of licensed sale of beer, wine and ready-to-drink alcoholic beverages to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores which began on October 31, 2024.

The Province of Ontario will provide financial support to TBS and the representative owners of up to CAD 225 million through reimbursement of costs incurred in connection with the early implementation and to TBS in connection with the operation of the agreed upon retail footprint through December 31, 2025.

The EIA requires TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025.

Subsequently, TBS has the right to close retail locations to reduce the number of retail locations to a minimum of 300 by December 31, 2025.

From January 1, 2026, onward, TBS will have full discretion to maintain an adequate number of retail locations determined by TBS in its sole and absolute discretion.

Due to the anticipated increased competition from grocery stores and convenience stores, TBS anticipates closing stores during the year ended December 31, 2025, in line with the allowable reduction under the EIA with future closures dependent on the evolution of the expanded retail marketplace.

We continue to evaluate the impacts of the EIA and the expected future marketplace for beer distribution and retail systems in the Province of Ontario on our results of operations.

Environmental

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We have established provisions for the costs of these remediation programs.

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.

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.

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Based on the assumptions utilized, the present value and gross amount of the costs as of December 31, 2024 are approximately $ 4 million and $ 6 million, respectively.

C ost estimates were discounted using a 3.88 % risk-free rate of return.

Cost estimates were discounted using a 4.53 % risk-free rate of return.

We did not assume any future recoveries from insurance companies in the estimate of our liability and none are expected.

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Shares issued under equity compensation plans — 0.3 — —

Purchase of treasury shares — ( 1.0 ) — —

Shares exchanged for common stock — 0.1 — ( 0.1 )

Balance as of December 31, 2022 2.6 200.0 2.7 11.0

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The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

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.

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.

As of December 31, 2023, approximately $ 1.8 billion remained available for repurchase under the $ 2.0 billion program.

The following table presents the shares repurchased and aggregate cost, including brokerage commissions and excise taxes incurred, under the current and superseded share repurchase programs for the years ended December 31, 2024, 2023 and 2022.

For the years ended

December 31, 2024 December 31, 2023 December 31, 2022

Shares repurchased 10,907,779 3,454,694 995,000

Aggregate cost (in millions) $ 645.2 $ 212.7 $ 51.5

Accumulated Other Comprehensive Income (Loss)

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Foreign currency translation adjustments ( 339.9 ) — — — ( 339.9 )

Cumulative translation adjustment reclassified from other comprehensive income (loss) (2)

Cumulative translation adjustment reclassified from noncontrolling interest to accumulated other comprehensive income (loss) (3)

( 3.5 ) — — — ( 3.5 )

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Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss)

— — ( 10.1 ) — ( 10.1 )

Pension and other postretirement activity reclassified from other comprehensive income (loss) (4)

— — 24.3 — 24.3

Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) — — — ( 0.5 ) ( 0.5 )

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As of December 31, 2024 $ ( 1,087.0 ) $ 83.6 $ ( 342.4 ) $ ( 16.6 ) $ ( 1,362.4 )

(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.

(1) As a result of the completion of the sale of our non-operating India entity during the year ended December 31, 2022, the associated cumulative foreign currency translation adjustments were reclassified from AOCI and recognized within other operating income (expense), net.

(2) As a result of the sale of our interest in Truss, the associated cumulative foreign currency translation adjustment was reclassified from AOCI.

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.

(3) Our partner in the CBPL U.K.

partnership agreement exercised a put option in March 2024 which triggered the NCI to become mandatorily redeemable and required reclassification to accounts payable and other current liabilities in the consolidated balance sheets.

The cumulative translation adjustment recorded on the mandatorily redeemable NCI was reclassified to AOCI.

See further discussion of this transaction in Note 1.

"Basis of Presentation and Summary of Significant Accounting Policies .

(4) This is inclusive of a settlement loss of $ 34.0 million recorded as a result of the purchase of annuity contracts for two of our Canadian pension plans which transferred pension plan liabilities, along with the associated administration of benefits, to an insurance company using the plan's respective pension plan assets during the third quarter of 2024.

See further discussion of this transaction in Note 11.

"Employee Retirement P lans and Postretirement Ben efits ."

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.

The foreign currency translation adjustment losses during 2024 were primarily due to the weakening of the CAD and certain currencies of our Europe operations versus the USD.

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.

Reclassifications from AOCI

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RSUs, DSUs, PSUs and stock options.

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 .

RSU awards are issued based upon the market value equal to the price of our Class B common stock at the date of grant and generally vest over a period of three years .

During the years ended December 31, 2024, 2023 and 2022, we granted 0.4 million, 0.5 million and 0.5 million RSUs, respectively, with a weighted-average market value of $ 61.89 , $ 54.97 and $ 52.05 each, respectively.

Prior to vesting, RSUs have no voting rights.

DSU awards, under the Directors' Stock Plan pursuant to the Incentive Compensation Plan, are elections made by non-employee directors of MCBC that enable them to receive all or one-half of their annual cash retainer payments in our stock.

Prior to vesting, RSUs have no voting rights but participate in dividends.

DSU awards, under the Directors' Stock Plan pursuant to the Incentive Compensation Plan, are granted based on elections made by non-employee directors of MCBC that enable them to receive all or one-half of their annual cash retainer in the form of DSUs or stock.

The DSU awards are issued at the market value equal to the price of our stock at the date of the grant.

The DSUs are paid in shares of stock upon termination of service.

Prior to vesting, DSUs have no voting rights.

Prior to vesting, DSUs have no voting rights but participate in dividends.

During the years ended December 31, 2024, 2023 and 2022, we granted a small number of DSUs.

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PSU compensation expense is based on fair values assigned to the market and performance metrics upon grant.

The market metric is based upon a Monte Carlo model, with the market metric remaining constant throughout the vesting period of three years .

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.

For the PSUs granted in 2022 and 2023, the market metric is based upon a Monte Carlo model, with the market metric remaining constant throughout the vesting period of three years while the performance metric is based upon the market value equal to the price of our stock at the date of grant, varying based on a multiplier tied to projected performance metric attainment.

Beginning in 2024, we granted PSU awards that had a performance metric with a market metric modifier, for which a fair value was assigned for the award upon grant utilizing a Monte Carlo model and total expense is based on the projected performance metric attainment.

During the years ended December 31, 2024, 2023 and 2022, we granted 0.2 million, 0.3 million and 0.3 million PSUs, respectively, each with a weighted-average fair value of $ 64.83 , $ 62.31 and $ 62.98 , respectively.

1 unchanged sentence

Stock options have a term of ten years and generally vest over three years .

Beginning in 2024, the pool of recipients for stock options expanded to include additional employees.

During the years ended December 31, 2024, 2023 and 2022, we granted 0.8 million, 0.2 million and 0.3 million options, respectively, each with a weighted-average fair value of $ 16.13 , $ 13.38 and $ 12.16 , respectively.

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.

Beginning with awards granted in 2020, RSU and PSU awards 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.

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The following table presents the activity for RSUs, DSUs and PSUs.

PSUs are presented at the target number of shares until vesting or cancellation occurs based on final performance attainment.

RSUs and DSUs PSUs

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Weighted-average fair value $ 16.13 $ 13.38 $ 12.16

The risk-free interest rates utilized for periods throughout the contractual life of the stock options are based on a zero-coupon U.S.

The risk-free interest rates utilized for periods throughout the expected term of the stock options are based on a zero-coupon U.S.

Department of Treasury security yield at the time of grant.

1 unchanged sentence

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.

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.

The fair values of each PSU granted during the year ended December 31, 2024 and the fair value of the market metric for each PSU granted during the years ended December 31, 2023 and 2022 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

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Asset abandonment and other restructuring costs ( 104.2 ) — ( 3.1 )

— ( 3.1 ) ( 25.9 )

Intangible and tangible asset impairments, excluding goodwill (2)

— ( 160.8 ) ( 36.3 )

Gains and (losses) on disposals and other (3)

Gains (losses) on disposals and other (1)(3)

Other operating income (expense), net $ ( 65.4 ) $ ( 162.7 ) $ ( 38.6 )

(1) A significant portion of asset abandonment and other restructuring costs consists of accelerated depreciation, which is in excess of normal depreciation.

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.

During the year ended December 31, 2021, we incurred accelerated depreciation related to the Montreal brewery closure and our Burtonwood and Japan locations.

(1) During the year ended December 31, 2024, we made the decision to wind down or sell certain of our U.S.

craft businesses and related facilities and recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation of $ 93.6 million.

In addition, we recognized a loss of $ 41.2 million related to the disposal of the sold businesses.

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

craft facilities.

Remaining charges are estimated to total approximately $ 15 million to $ 20 million, consisting primarily of accelerated depreciation.

(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.

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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.

(3) During the third quarter of 2023, we sold our controlling interest in Truss and recognized a loss of $ 11.1 million.

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.

(3) During the year ended December 31, 2024, we further increased our investment in ZOA resulting in consolidation and recognized a gain of $ 77.9 million representing the difference between the fair value and the carrying value of our previously held equity interest on the acquisition date.

During the third quarter of 2023, we sold our 57.5 % controlling interest in Truss in Canada to Tilray Brands and recognized a loss of $ 11.1 million upon deconsolidation of the business.

Segment Reporting

Our reporting segments are based on the key geographic regions in which we operate and include the Americas and EMEA&APAC segments.

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

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

We also have certain activity that is not allocated to our segments, which has been reflected as Unallocated below.

The Company’s CODM who reviews our two reporting segments is the President and Chief Executive Officer.

The primary measure of profitability is income (loss) before income taxes.

The CODM assesses income (loss) before income taxes to compare current results to budgeted and prior year results at the segment level to assess segment performance.

This metric is also used to evaluate the income (loss) generated from segment assets and deciding whether to reinvest in the segment, reallocate resources to another segment, or for other purposes such as dividends or share repurchases.

Reporting Segments

The Americas segment consists of our production, marketing and sales of our brands and other owned and licensed brands in the U.S., Canada and various countries in the Caribbean, Latin and South America.

The Americas segment consists of our production, marketing and sales of our owned brands and partner brands in the U.S., Canada and various countries in Latin America.

We have contract brewing agreements to brew, package, market, distribute and/or sell certain products in the Americas as well as joint venture arrangements in Canada to distribute and sell beer in Ontario and the western provinces of Canada.

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.

"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.

The EMEA&APAC segment consists of our production, marketing and sales of our owned brands and partner brands in the U.K., Central Europe and various other European countries, along with certain countries within the Middle East, Africa and Asia Pacific.

The EMEA&APAC segment includes the sale of factored brands in the U.K.

which occurs when we distribute beer, wine, spirits and other products owned and produced by other companies to the on-premise channel such as bars and restaurants.

We also have certain activity that is not allocated to our segments, which has been reflected as Unallocated below.

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

Unallocated activity also includes the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides.

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

Summarized Financial Information

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Inter-segment transactions impacting net sales and income (loss) before income taxes eliminate upon consolidation and are primarily related to the Americas segment royalties received from and sales to the EMEA&APAC segment.

The following tables present net sales, equity income (loss), interest expense, interest income and reconciliations of amounts shown as income (loss) before income taxes to income (loss) attributable to MCBC.

The following tables present net sales and other activity by segment to arrive at income (loss) before income taxes as well as a reconciliation of amounts shown as income (loss) before income taxes to net income (loss) attributable to MCBC.

Year ended December 31, 2024

2 unchanged sentences

Net sales $ 9,240.2 $ 2,411.1 $ — $ ( 24.3 ) $ 11,627.0

Cost of goods sold ( 5,561.8 ) ( 1,588.9 ) 32.8 24.3 ( 7,093.6 )

Marketing and sales expenses ( 1,103.8 ) ( 252.7 ) — — ( 1,356.5 )

General and administrative expenses ( 985.8 ) ( 375.2 ) — — ( 1,361.0 )

Other operating income (expense), net ( 71.3 ) 5.9 — — ( 65.4 )

Equity income (loss) 2.7 — — — 2.7

1 unchanged sentence

Interest income 0.3 0.4 34.7 — 35.4

Other segment items (1)

4.5 ( 4.4 ) ( 3.0 ) — ( 2.9 )

Income (loss) before income taxes $ 1,523.3 $ 145.3 $ ( 165.6 ) $ — $ 1,503.0

7 unchanged sentences

Net sales $ 9,425.2 $ 2,296.1 $ — $ ( 19.2 ) $ 11,702.1

Cost of goods sold ( 5,684.0 ) ( 1,575.0 ) ( 93.5 ) 19.2 ( 7,333.3 )

Marketing and sales expenses ( 1,136.6 ) ( 236.8 ) — — ( 1,373.4 )

General and administrative expenses ( 1,049.7 ) ( 356.8 ) — — ( 1,406.5 )

Other operating income (expense), net 1.9 ( 164.6 ) — ( 162.7 )

Equity income (loss) 12.0 — — — 12.0

1 unchanged sentence

Interest income 0.7 0.7 24.0 — 25.4

Other segment items (1)

( 1.4 ) ( 0.1 ) 24.4 — 22.9

Income (loss) before income taxes $ 1,566.7 $ ( 41.1 ) $ ( 273.1 ) $ — $ 1,252.5

7 unchanged sentences

Net sales $ 8,711.5 $ 2,005.2 $ — $ ( 15.7 ) $ 10,701.0

Cost of goods sold ( 5,445.2 ) ( 1,386.4 ) ( 229.9 ) 15.7 ( 7,045.8 )

Marketing and sales expenses ( 1,044.8 ) ( 224.9 ) — — ( 1,269.7 )

General and administrative expenses ( 1,034.3 ) ( 314.8 ) — — ( 1,349.1 )

Goodwill impairment ( 845.0 ) — — — ( 845.0 )

Other operating income (expense), net ( 26.5 ) ( 12.1 ) — — ( 38.6 )

Equity income (loss) 4.7 — — — 4.7

Interest expense ( 1.5 ) ( 5.1 ) ( 244.0 ) — ( 250.6 )

Interest income 0.2 0.2 3.9 — 4.3

Other segment items (1)

( 6.2 ) ( 1.1 ) 33.6 — 26.3

Income (loss) before income taxes $ 312.9 $ 61.0 $ ( 436.4 ) $ — $ ( 62.5 )

3 unchanged sentences

Net income (loss) attributable to MCBC $ ( 175.3 )

(1) Other segment items include other pension and postretirement benefit (cost), net and other non-operating income (expense), net.

The following table presents total assets and select cash flow information by segment.

17 unchanged sentences

Consolidated net sales $ 11,627.0 $ 11,702.1 $ 10,701.0

(1) Reflects net sales within certain countries in Europe, Latin America, South America, the Middle East, Africa and Asia.

(1) Reflects net sales within certain countries in Europe, Latin America, the Middle East, Africa and Asia.

No individual country within the other countries line has total net sales exceeding 10% of total consolidated net sales.

The following table presents property, plant and equipment, net and operating ROU assets by geographic location.

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.

See Note 8, "Leases" for further information on our operating ROU assets and Note 5, "Property, Plant and Equipment" for further information on our property, plant and equipment, net.

December 31, 2024 December 31, 2023

7 unchanged sentences

$ 4,649.4 $ 4,645.2

(1) Reflects property, plant and equipment, net and operating ROU assets within certain countries in Europe, Latin America, South America, Africa and Asia.

(1) Reflects property, plant and equipment, net and operating ROU assets within certain countries in Europe, Latin America, Africa and Asia.

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.

1 unchanged sentence

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data