Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Index to Financial Statements			Page
Management's Report			58
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			59
Consolidated Statements of Operations			61
Consolidated Statements of Comprehensive Income (Loss)			62
Consolidated Balance Sheets			63
Consolidated Statements of Cash Flows			64
Consolidated Statements of Stockholders' Equity and Noncontrolling Interests			66
Notes to Consolidated Financial Statements			68
Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"			68
Note 2, "New Accounting Pronouncements"			79
Note 3, "Investments"			79
Note 4, "Inventories"			83
Note 5, "Property, Plant and Equipment"			83
Note 6, "Goodwill and Intangible Assets"			83
Note 7, "Accounts Payable and Other Current Liabilities"			87
Note 8, "Leases"			87
Note 9, "Debt"			89
Note 10, "Derivative Instruments and Hedging Activities"			91
Note 11, "Employee Retirement Plans and Postretirement Benefits"			96
Note 12, "Income Tax"			105
Note 13, "Commitments and Contingencies"			108
Note 14, "Stockholders' Equity"			112
Note 15, "Accumulated Other Comprehensive Income (Loss)"			114
Note 16, "Share-Based Payments"			116
Note 17, "Other Operating Income (Expense), net"			118
Note 18, "Segment Reporting"			119

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MANAGEMENT'S REPORT

The preparation, integrity and objectivity of the financial statements and all other financial information included in this annual report are the responsibility of the management of Molson Coors Beverage Company. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States, applying estimates based on management's best judgment where necessary. Management believes that all material uncertainties have been appropriately accounted for and disclosed.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework and criteria established in Internal Control—Integrated Framework (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon its assessment, management concluded that, as of December 31, 2024, the Company's internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, provides an objective, independent audit of the consolidated financial statements and internal control over financial reporting. Their accompanying report is based upon an examination conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), including tests of accounting procedures, records and internal control.

The Board of Directors, operating through its Audit Committee composed of independent, outside directors, monitors the Company's accounting control systems and reviews the results of the Company's auditing activities. The Audit Committee meets at least quarterly, either separately or jointly, with representatives of management, PricewaterhouseCoopers LLP and internal auditors. To ensure complete independence, PricewaterhouseCoopers LLP and the Company's internal auditors have full and free access to the Audit Committee and may meet with or without the presence of management.


/s/ GAVIN D.K. HATTERSLEY						/s/ TRACEY I. JOUBERT
Gavin D.K. Hattersley						Tracey I. Joubert
President & Chief Executive Officer						Chief Financial Officer
Molson Coors Beverage Company						Molson Coors Beverage Company
February 18, 2025						February 18, 2025

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Molson Coors Beverage Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Molson Coors Beverage Company and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and noncontrolling interests, and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024 appearing under Item 15(c) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 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

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance related to the Americas reporting unit was $5,582 million as of December 31, 2024. The carrying value of goodwill is evaluated for impairment at the reporting unit level at least annually or when an interim triggering event occurs that may indicate potential impairment. The Company’s annual impairment test is performed as of the first day of the fiscal fourth quarter. The evaluation involves comparing the reporting unit’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 amount of goodwill allocated to the reporting unit. A combination of a discounted cash flow analysis and market approach is used by management to determine the fair value of the reporting unit. 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 of goods sold and profits, which are based on various long-range financial and operational plans; (ii) prolonged weakening of economic conditions; or (iii) significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof, terminal growth rate, market multiples and/or weighted-average cost of capital. Management concluded that the fair value of the Americas reporting unit was in excess of its carrying value and therefore no goodwill impairment charge was recorded.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for the Americas reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Americas reporting unit; (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 of goods sold; 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 goodwill impairment assessment, including controls over the valuation of the Americas reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Americas reporting unit; (ii) evaluating the appropriateness of the discounted cash flow analysis and market approach used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analysis and market approach; 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; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. 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.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

February 18, 2025

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

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE DATA)


	For the Years Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Sales	$	13,734.3	$	13,884.6	$	12,807.5
Excise taxes	(2,107.3)		(2,182.5)		(2,106.5)
Net sales	11,627.0		11,702.1		10,701.0
Cost of goods sold	(7,093.6)		(7,333.3)		(7,045.8)
Gross profit	4,533.4		4,368.8		3,655.2
Marketing, general and administrative expenses	(2,717.5)		(2,779.9)		(2,618.8)
Goodwill impairment	—		—		(845.0)
Other operating income (expense), net	(65.4)		(162.7)		(38.6)
Equity income (loss)	2.7		12.0		4.7
Operating income (loss)	1,753.2		1,438.2		157.5
Interest expense	(282.7)		(234.0)		(250.6)
Interest income	35.4		25.4		4.3
Other pension and postretirement benefit (cost), net	(5.0)		10.2		36.6
Other non-operating income (expense), net	2.1		12.7		(10.3)
Total non-operating income (expense), net	(250.2)		(185.7)		(220.0)
Income (loss) before income taxes	1,503.0		1,252.5		(62.5)
Income tax benefit (expense)	(345.3)		(296.1)		(124.0)
Net income (loss)	1,157.7		956.4		(186.5)
Net (income) loss attributable to noncontrolling interests	(35.3)		(7.5)		11.2
Net income (loss) attributable to Molson Coors Beverage Company	$	1,122.4	$	948.9	$	(175.3)

Net income (loss) attributable to Molson Coors Beverage Company per share
Basic	$	5.38	$	4.39	$	(0.81)
Diluted	$	5.35	$	4.37	$	(0.81)

Weighted-average shares outstanding
Basic	208.8		216.0		216.9
Dilutive effect of share-based awards	1.1		1.3		—
Diluted	209.9		217.3		216.9

See notes to consolidated financial statements.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)


	For the Years Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Net income (loss) including noncontrolling interests	$	1,157.7	$	956.4	$	(186.5)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(306.1)		98.7		(329.8)
Cumulative translation adjustment reclassified from other comprehensive income (loss)	—		(0.6)		12.1
Unrealized gain (loss) recognized on derivative instruments	53.2		(2.5)		153.8
Derivative instrument activity reclassified from other comprehensive income (loss)	(0.2)		0.9		9.4
Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss)	(7.3)		(6.4)		(59.6)
Pension and other postretirement activity reclassified from other comprehensive income (loss)	17.6		(11.2)		(1.6)

Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	(0.4)		11.2		13.8
Total other comprehensive income (loss), net of tax	(243.2)		90.1		(201.9)
Comprehensive income (loss)	914.5		1,046.5		(388.4)
Comprehensive (income) loss attributable to noncontrolling interests	(34.7)		(8.4)		13.6
Comprehensive income (loss) attributable to Molson Coors Beverage Company	$	879.8	$	1,038.1	$	(374.8)

See notes to consolidated financial statements.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT PAR VALUE)


	As of
	December 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	969.3	$	868.9
Trade receivables, net	693.1		757.8
Other receivables, net	149.8		121.6
Inventories, net	727.8		802.3
Other current assets, net	308.4		297.9
Total current assets	2,848.4		2,848.5
Property, plant and equipment, net	4,460.4		4,444.5
Goodwill	5,582.3		5,325.3
Other intangibles, net	12,195.2		12,614.6
Other assets	978.0		1,142.2
Total assets	$	26,064.3	$	26,375.1
Liabilities and equity
Current liabilities
Accounts payable and other current liabilities	$	3,013.0	$	3,180.8
Current portion of long-term debt and short-term borrowings	32.2		911.8
Total current liabilities	3,045.2		4,092.6
Long-term debt	6,113.9		5,312.1
Pension and postretirement benefits	416.7		465.8
Deferred tax liabilities	2,733.4		2,697.2
Other liabilities	302.4		372.3
Total liabilities	12,611.6		12,940.0
Commitments and contingencies (Note 13)
Redeemable noncontrolling interest	168.5		27.9
Molson Coors Beverage Company stockholders' equity
Capital stock
Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued)	—		—
Class A common stock, $0.01 par value (authorized: 500.0 shares; issued: 2.6 shares and 2.6 shares, respectively)	—		—
Class B common stock, $0.01 par value (authorized: 500.0 shares; issued: 215.5 shares and 212.5 shares, respectively)	2.1		2.1
Class A exchangeable shares, no par value (issued: 2.7 shares and 2.7 shares, respectively)	100.8		100.8
Class B exchangeable shares, no par value (issued: 7.2 shares and 9.4 shares, respectively)	271.1		352.3
Paid-in capital	7,223.6		7,108.4
Retained earnings	8,238.0		7,484.3
Accumulated other comprehensive income (loss)	(1,362.4)		(1,116.3)
Class B common stock held in treasury at cost (24.8 shares and 13.9 shares, respectively)	(1,380.8)		(735.6)
Total Molson Coors Beverage Company stockholders' equity	13,092.4		13,196.0
Noncontrolling interests	191.8		211.2
Total equity	13,284.2		13,407.2
Total liabilities and equity	$	26,064.3	$	26,375.1

See notes to consolidated financial statements.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS**)**

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	For the Years Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Cash flows from operating activities
Net income (loss) including noncontrolling interests	$	1,157.7	$	956.4	$	(186.5)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	759.4		682.8		684.8
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
Goodwill impairment	—		—		845.0
(Gain) loss on sale or impairment of property, plant, equipment and other assets, net	51.8		181.9		18.6
Unrealized (gain) loss on foreign currency fluctuations and derivative instruments, net	(28.7)		88.3		236.4
Equity (income) loss	(2.7)		(12.0)		(4.7)
Income tax (benefit) expense	345.3		296.1		124.0
Income tax (paid) received	(227.1)		(244.8)		(76.6)
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
Receivables	39.6		(0.7)		(108.5)
Inventories	55.1		21.7		(64.6)
Payables and other current liabilities	(234.4)		50.2		(16.1)
Other assets and other liabilities	(38.4)		9.2		6.0
Net cash provided by (used in) operating activities	1,910.3		2,079.0		1,502.0
Cash flows from investing activities
Additions to property, plant and equipment	(674.1)		(671.5)		(661.4)
Proceeds from sales of property, plant, equipment and other assets	24.5		10.9		32.2
Acquisition of business, net of cash acquired	(8.6)		(63.7)		—
Other	10.2		(117.4)		4.1
Net cash provided by (used in) investing activities	(648.0)		(841.7)		(625.1)
Cash flows from financing activities

Dividends paid	(369.2)		(354.7)		(329.3)
Payments for purchases of treasury stock	(643.4)		(205.8)		(51.5)
Payments on debt and borrowings	(883.8)		(404.8)		(509.1)
Proceeds on debt and borrowings	863.7		7.0		7.0

Net proceeds from (payments on) revolving credit facilities and commercial paper	—		—		(3.7)
Other	(105.7)		(23.1)		(2.9)
Net cash provided by (used in) financing activities	(1,138.4)		(981.4)		(889.5)
Effect of foreign exchange rate changes on cash and cash equivalents	(23.5)		13.0		(24.8)
Net increase (decrease) in cash and cash equivalents	100.4		268.9		(37.4)
Balance at beginning of year	868.9		600.0		637.4
Balance at end of year	$	969.3	$	868.9	$	600.0

See notes to consolidated financial statements. 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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

AND NONCONTROLLING INTERESTS

(IN MILLIONS)


			Molson Coors Beverage Company Stockholders' Equity
				Common stock				Exchangeable								Accumulated other		Common Stock held in		Non
				issued				shares issued				Paid-in-		Retained		comprehensive		treasury		controlling
	Total			Class A		Class B		Class A		Class B		capital		earnings		income (loss)		Class B		interests(1)
Balance as of December 31, 2021	$	13,664.1		$	—	$	2.1	$	102.2	$	417.8	$	6,970.9	$	7,401.5	$	(1,006.0)	$	(471.4)	$	247.0
Exchange of shares	—			—		—		—		(4.5)		4.5		—		—		—		—
Shares issued under equity compensation plan	(2.9)			—		—		—		—		(2.9)		—		—		—		—
Amortization of share-based compensation	33.6			—		—		—		—		33.6		—		—		—		—
Purchase of noncontrolling interest	(1.4)			—		—		—		—		0.3		—		—		—		(1.7)
Net income (loss) including noncontrolling interests	(186.5)			—		—		—		—		—		(175.3)		—		—		(11.2)
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
Distributions and dividends to noncontrolling interests	(14.3)			—		—		—		—		—		—		—		—		(14.3)
Dividends declared	(332.1)			—		—		—		—		—		(332.1)		—		—		—
Balance as of December 31, 2022	$	12,915.2		$	—	$	2.1	$	102.2	$	413.3	$	7,006.4	$	6,894.1	$	(1,205.5)	$	(522.9)	$	225.5
Exchange of shares	—			—		—		(1.4)		(61.0)		62.4		—		—		—		—
Shares issued under equity compensation plan	0.2			—		—		—		—		0.2		—		—		—		—
Amortization of share-based compensation	44.9			—		—		—		—		44.9		—		—		—		—
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
Other comprehensive income (loss), net of tax	90.1			—		—		—		—		—		—		89.2		—		0.9
Share repurchase program	(212.7)			—		—		—		—		—		—		—		(212.7)		—
Contributions from noncontrolling interests	2.4			—		—		—		—		—		—		—		—		2.4
Distributions and dividends to noncontrolling interests	(14.0)			—		—		—		—		—		—		—		—		(14.0)
Dividends declared	(358.7)			—		—		—		—		—		(358.7)		—		—		—
Balance as of December 31, 2023	$	13,407.2		$	—	$	2.1	$	100.8	$	352.3	$	7,108.4	$	7,484.3	$	(1,116.3)	$	(735.6)	$	211.2
Exchange of shares	—			—		—		—		(81.2)		81.2		—		—				—
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 held in		Non
				issued				shares issued				Paid-in-		Retained		comprehensive		treasury		controlling
	Total			Class A		Class B		Class A		Class B		capital		earnings		income (loss)		Class B		interests(1)
Amortization of share-based compensation	43.1			—		—		—		—		43.1		—		—		—		—
Purchase of noncontrolling interest	0.5			—		—		—		—		0.7		—		—		—		(0.2)

Net income (loss) including noncontrolling interests	1,163.2			—		—		—		—		—		1,122.4		—		—		40.8
Other comprehensive income (loss), net of tax	(242.9)			—		—		—		—		—		—		(242.6)		—		(0.3)
Share repurchase program	(645.2)			—		—		—		—		—		—		—		(645.2)		—
Contributions from noncontrolling interests	5.2			—		—		—		—		—		—		—		—		5.2
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)		—		—		—
Balance as of December 31, 2024	$	13,284.2		$	—	$	2.1	$	100.8	$	271.1	$	7,223.6	$	8,238.0	$	(1,362.4)	$	(1,380.8)	$	191.8

(1) All activity included in the noncontrolling interests column of the consolidated statements of stockholders' equity and noncontrolling interests excludes activity from our redeemable noncontrolling interests.

See notes to consolidated financial statements.

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within its reporting segments. Our reporting segments include the Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in Latin America, 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."

Principles of Consolidation

Our consolidated financial statements include our accounts and our majority-owned and controlled domestic and foreign subsidiaries, as well as certain VIEs for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. 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. based high end whiskey business, for a purchase price of $77 million, which included cash paid of $64 million. The acquisition is aligned with our strategy to expand beyond the beer aisle and enhance our presence in the spirits category.

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 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 $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. Under the program, we agree to pay the bank the stated amount of confirmed invoices from our designated suppliers on the original maturity dates of the invoices. We have no involvement in establishing the terms or conditions of the arrangement between the suppliers and the bank and do not participate in such transactions. Either Citi or us may terminate the agreement upon at least 30 days written notice. We do not provide secured legal assets or other forms of guarantees under the arrangement. Our current payment terms with the majority of the suppliers participating in the supplier finance program generally range from 60 to 120 days, which we deem to be commercially reasonable.

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	$	147.5
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	$	145.1

Government Assistance

We receive government assistance in the form of tax credits and grants, including tax credits from government agencies in certain jurisdictions around job creation and retention, as well as capital investment initiatives. 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 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

Our net sales represent the sale of beer, malt beverages and other adjacencies, net of excise tax. Sales are stated net of incentives, discounts and returns. Sales of products are for cash or otherwise agreed upon credit terms. Our payment terms vary by location and customer, however, the time period between when revenue is recognized and when payment is due is not significant. Our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution and shipping terms. Where our products are sold under consignment arrangements, revenue is not recognized until control has transferred, which is when the product is sold to the end customer. Revenue is measured as the amount of consideration we expect to receive in exchange for the sale of our product. The cost of various programs, such as price promotions, rebates and coupons, are treated as a reduction of sales. In certain of our markets where legally permitted, we make cash payments to customers such as slotting or listing fees, or payments for other marketing or promotional activities. These cash payments are recorded as a reduction of revenue unless we receive a distinct good or service. Specifically, a good or service is considered distinct when it is separately identifiable from other promises in the contract, we receive a benefit from the good or service and the benefit is separable from the sale of our product to the customer.

Certain payments made to customers are conditional on the achievement of volume targets, marketing commitments or both. If paid in advance, we record such payments as prepayments and amortize them over the relevant period to which the customer commitment is made (generally up to five years). When the payment is not for a distinct good or service, or fair value cannot be reasonably estimated, the amortization of the prepayment or the cost as incurred is recorded as a reduction of revenue. Where a distinct good or service is received and fair value can be reasonably estimated, the cost is included as MG&A expenses. The amounts deferred are reassessed regularly for recoverability over the contract period and are impaired where there is objective evidence that the benefits will not be realized or the asset is otherwise not recoverable. Separately, as discussed below, we analyze whether these advance payments contain a significant financing component for potential adjustment to the transaction price.

Our primary revenue generating activity represents the sale of beer and other beverages to customers, including both domestic and exported product sales. Our customer could be a distributor, retail or on-premise outlet, depending on the market. The majority of our revenues are generated from brands that we own and brew ourselves; however, we also import or brew and sell certain non-owned partner brands under licensing and related arrangements. In addition, primarily in the U.K., we sell other beverage companies' products to on-premise customers to provide them with a full range of products for their retail outlets. We refer to this as the "factored brand business." Sales from this business are included in our net sales and cost of goods sold when ultimately sold. In the factored brand business, we normally purchase inventory, which includes excise taxes charged by the vendor, take orders from customers for such brands, negotiate with the customers on pricing and invoice customers for the product and related costs of delivery. In addition, we incur the risk of loss when we are in possession of the inventory and for the receivables due from the customers. Revenues for owned brands, partner and imported brands, as well as factored brands are recognized at the point in time when control is transferred to the customer as discussed above.

Other Revenue Generating Activities

We contract manufacture for other brewers in some of our markets. These contractual agreements require us to brew, package and ship certain brands for these brewers, who then sell the products to their own customers in their respective markets. Revenues under contract brewing arrangements are recognized when our obligation related to the finished product is fulfilled and control of the product transfers to these other brewers.

We also have licensing agreements with third party partners who brew and distribute our products in various markets across our segments. Under these agreements, we are compensated based on the amount of products sold by our partners in these markets at an agreed upon royalty rate or profit percentage. We apply the sales-based royalty practical expedient to these licensing arrangements and recognize revenue as product is sold by our partners at the agreed upon rate.

Disaggregation of Revenue

We have evaluated our primary revenue generating activities under the disaggregation disclosure criteria outlined within the guidance and concluded that disclosure at the geographical segment level depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. We have also evaluated our other revenue generating activities and concluded that these activities are not material for separate disclosure. See Note 18, "Segment Reporting," for disclosure of revenues by geographic segment.

Variable Consideration

Our revenue generating activities include variable consideration which is recorded as a reduction of the transaction price based upon expected amounts at the time revenue for the corresponding product sale is recognized. For example, customer promotional discount programs are entered into with certain distributors for certain periods of time. The amount ultimately reimbursed to distributors is determined based upon agreed-upon promotional discounts which are applied to distributors' sales to retailers. Other common forms of variable consideration include volume rebates for meeting established sales targets, and coupons and mail-in rebates offered to the end consumer. The determination of the reduction of the transaction price for variable consideration requires that we make certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recorded. We estimate this variable consideration, including analyzing for a potential constraint on variable consideration, by taking into account factors such as the nature of the promotional activity, historical information and current trends, availability of actual results and expectations of customer and consumer behavior.

We do not have standard terms that permit return of product; however, in certain markets where returns occur we estimate the amount of returns as variable consideration based on factors including historical return experience and adjust our revenue accordingly. Products that do not meet our high quality standards are returned by the customer or recalled and destroyed and are recorded as a reduction of revenue. The reversal of revenue is recorded upon determination that the product will be recalled and destroyed. We estimate the costs required to facilitate product returns and record them in cost of goods sold as required.

For the years ended December 31, 2024, 2023 and 2022, adjustments to revenue from performance obligations satisfied in the prior period due to changes in estimates in variable consideration were immaterial.

Significant Financing Component and Costs to Obtain Contracts

In certain of our businesses where such practices are legally permitted, we make loans or advanced payments to retail outlets that sell our brands. For arrangements that do not span greater than one year, we apply the practical expedient available under ASC 606 and do not adjust the transaction price for the effects of a potential significant financing component. 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, 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. All other costs to obtain and fulfill contracts are expensed as incurred based on the nature, significance and expected benefit of these costs relative to the contract.

Contract Assets and Liabilities

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

Shipping and Handling

Freight costs billed to customers for shipping and handling are recorded as revenue. Shipping and handling expense related to costs incurred to deliver product are recognized within cost of goods sold. 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

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. In the consolidated balance sheets, excise taxes are generally recognized as a current liability within accounts payable and other current liabilities, with the liability subsequently reduced when the taxes are remitted to the tax authority. In cases where excise taxes are prepaid, they are recorded within other current assets, net.

Cost of Goods Sold

Our cost of goods sold includes costs we incur to make and ship beer and other beverages. These costs include brewing materials, such as barley, hops and various grains. Packaging materials, including aluminum, glass bottles, aluminum cans, cardboard and paperboard are also included in our cost of goods sold. Additionally, our cost of goods sold contains manufacturing expenses including both direct and indirect labor, shipping and handling including freight costs, utilities, maintenance costs, warehousing costs, purchasing and receiving costs, depreciation, promotional packaging, other manufacturing overheads and costs to purchase factored and other non-owned brands from suppliers, as well as the cost to facilitate product returns.

Marketing, General and Administrative Expenses

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. 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. Unless capitalization is allowed or required by U.S. GAAP, legal costs are expensed when incurred. 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. We include estimated forfeitures expected to occur when calculating share-based compensation expense. Our share-based compensation plan and the awards within it contain provisions that accelerate vesting of awards upon change in control, retirement, disability or death of eligible employees and directors. Our share-based awards are considered vested when the employee's retention of the award is no longer contingent on providing service, which for certain awards can result in immediate recognition for awards granted to retirement-eligible individuals or accelerated recognition for awards granted to individuals that will become retirement eligible within the stated vesting period. Also, if less than the stated vesting period, we recognize these costs over the period from the grant date to the date retirement eligibility is achieved.

Other Operating Income (Expense), net

Our other operating income (expense), net items represent charges incurred or benefits realized that we believe are significant to our current operating results warranting separate classification; specifically, such items are considered to be one of the following:

restructuring charges, including certain employee-related charges, asset abandonment-related losses, fees on termination of significant operating agreements and other related exit or disposal charges;
intangible and tangible asset impairments, excluding goodwill;
gains and (losses) on disposal of investments; and
other significant items deemed to warrant separate classification within operating income

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 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

Our other non-operating income (expense), net classification primarily includes gains and losses associated with activities not directly related to our operations. 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 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. The initial recording of foreign-denominated transactions are classified based on the nature of the transaction, with the unrealized or realized foreign exchange gains or losses resulting from the subsequent remeasurement of the monetary asset or liability, and its ultimate settlement, classified in other non-operating income (expense), net.

Income Taxes

Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of our assets, liabilities and certain unrecognized gains and losses recorded in AOCI. We apply the intraperiod tax allocation rules to allocate our provision for income taxes between continuing operations and other categories of earnings, such as OCI, when we meet the criteria prescribed by U.S. GAAP.

The tax benefit from an uncertain tax position is recognized only if it is determined that the tax position will more likely than not be sustained based on its technical merits. We measure and record the tax benefits from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest, penalties and offsetting positions related to unrecognized tax benefits are recognized as a component of income tax expense with interest and penalties being recorded to income tax benefit (expense) in our consolidated statement of operations. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.

Other Comprehensive Income (Loss)

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 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). We recognize OCI related to the translation of assets and liabilities of our foreign subsidiaries which are denominated in currencies other than the USD, unrealized gains and losses on the effective portion of our derivatives designated in cash flow hedging relationships and derivative and non-derivative instruments designated in net investment hedging relationships, actuarial gains and losses and prior service costs related to our pension and other post-retirement benefit plans, as well as our proportionate share of our equity method investments' OCI. Additionally, when we do not have the expectation or intent to cash settle certain of our intercompany note receivable and note payable positions in the foreseeable future, the remeasurement of these instruments is recorded as a component of foreign currency translation adjustments within OCI. We release stranded tax effects from AOCI using either a specific identification approach or portfolio approach based on the nature of the underlying item.

Earnings Per Share

Basic EPS is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted EPS includes the additional dilutive effect of our potentially dilutive securities, which include RSUs, DSUs, PSUs and stock options. The dilutive effects of our potentially dilutive securities are calculated using the treasury stock method. Our calculation of weighted-average shares includes Class A common stock and Class B common stock and Class A exchangeable shares and Class B exchangeable shares. All classes of stock have in effect the same dividend rights and share equitably in undistributed earnings. Holders of Class A common stock receive dividends only to the extent dividends are declared and paid to holders of Class B common stock. See Note 14, "Stockholders' Equity" for further discussion of the Class A common stock and Class B common stock and Class A exchangeable shares and Class B exchangeable shares. 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, 2024, 2023 and 2022, were 1.2 million, 0.6 million and 3.1 million shares, respectively.

Cash and Cash Equivalents

Cash consists of cash on hand and bank deposits. Cash equivalents represent highly liquid investments with original maturities of three months or less. Our cash deposits are maintained with multiple, reputable financial institutions.

Dividends

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, 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

Non-cash investing activities includes movements in our guarantee of indebtedness of certain equity method investments. See Note 3, "Investments" for further discussion. 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 certain issuances of share-based awards. See Note 16, "Share-Based Payments" 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.

Trade Receivables

We record trade receivables at net realizable value. This carrying value includes an appropriate allowance for estimated uncollectible amounts to reflect any loss anticipated on the trade receivable balances. We calculate this allowance based on our country-specific history of write-offs, level of past-due accounts based on the contractual terms of the receivables and our relationships with and the economic status of our customers, which may be impacted by current macroeconomic and regulatory factors specific to the country of origin. This methodology takes into consideration historical loss experience and current and forecasted changes in cash flows based on internal and external information. The allowance for doubtful accounts was $8.9 million and $12.7 million as of December 31, 2024, and December 31, 2023, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out ("FIFO") method. We regularly assess the shelf-life of our inventories and reserve for those inventories when it becomes probable the product will not be sold within our freshness specifications. In addition, we reserve for those inventories associated with discontinued SKUs or seasonal or other packaging material changes.

Other Current Assets

Other current assets include prepaid assets, maintenance and operating supplies, promotion materials and derivative assets that are expected to be recognized or realized within the next 12 months. Maintenance and operating supplies include our inventories of spare parts, which are kept on hand for repairs and maintenance of machinery and equipment. 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 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

Property, plant and equipment is stated at original cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets, which are reviewed periodically and have the following ranges: buildings and improvements: 20-40 years; production and office equipment 3-25 years; and software: 3-7 years. Land is not depreciated and construction in progress is not depreciated until ready for service. Costs of enhancements or modifications that substantially extend the capacity or useful life of an asset are capitalized and depreciated accordingly. Ordinary repairs and maintenance are expensed as incurred. When property, plant and equipment is sold or otherwise disposed of, the cost and accumulated depreciation are removed from our consolidated balance sheets and the resulting gain or loss, if any, is reflected in our consolidated statements of operations. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable. 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 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. We also own and maintain other equipment in the market related to delivery of our products to end consumers, for example on-premise dispense equipment and refrigeration units. This equipment is recorded at acquisition cost and depreciated over lives of up to 7 years, depending on the market, reflecting the use of the equipment, as well as the loss and deterioration of the asset.

The costs of acquiring or developing internal-use computer software, including directly-related payroll costs for internal resources, are capitalized and classified within property, plant and equipment. Software maintenance and training costs are expensed in the period incurred.

Property, plant and equipment held under finance lease are depreciated using the straight-line method over the estimated useful life or the lease term, whichever is shorter. Finance lease assets for which ownership is transferred at the end of the lease, or there is a purchase option that we are reasonably certain to exercise, are depreciated over the useful life that would be assigned if the asset were owned.

Cloud Computing Arrangements

Cloud computing arrangement implementation costs incurred in hosting arrangements that are service contracts are recorded within other assets in the consolidated balance sheets. Capitalized cloud computing arrangement implementation costs are amortized using the straight-line method over the remaining term of the contract. Amortization expense was $11.3 million, $7.9 million and $6.2 million for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

The following table presents the gross and net value of capitalized cloud computing implementation costs associated with active hosting arrangements.


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Cloud computing implementation costs	$	71.9	$	56.5
Less: accumulated amortization	(32.0)		(20.8)
Cloud computing implementation costs, net	$	39.9	$	35.7

Goodwill and Other Intangible Assets

Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. As of the date of the completion of our 2024 impairment testing, we have concluded that we have two reporting units, Americas and EMEA&APAC. See further discussion in Note 6, "Goodwill and Intangibles."

As required, we evaluate the carrying value of our goodwill at the reporting unit level and indefinite-lived intangible assets for impairment at least annually or when an interim triggering event occurs that may indicate potential impairment. Our annual test is performed as of the first day of our fiscal fourth quarter, October 1. The testing of goodwill and indefinite-lived intangible assets uses estimates and assumptions affected by factors such as economic and industry conditions along with changes in operating performance. The evaluation involves comparing the reporting unit or indefinite-lived intangible asset's fair value to its carrying value. If the fair value exceeds its respective carrying value, then we conclude that no impairment has occurred. If the carrying value exceeds its fair value, we would recognize an impairment loss in an amount equal to the excess up to the total amount of goodwill allocated to that reporting unit or balance of the respective indefinite-lived intangible asset.

We continuously monitor the performance of our other definite-lived intangible assets and evaluate for impairment when evidence exists that certain triggering events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Significant judgments and assumptions are required in such impairment evaluations. Definite-lived intangible assets are stated at cost less accumulated amortization. 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 goodwill impairment on the consolidated statements of operations whereas impairments of intangible assets are recorded to other operating income (expense), net in the consolidated statements of operations.

Equity Method Investments

We apply the equity method of accounting to investments that we do not control but where we exercise significant influence or VIEs for which we are not the primary beneficiary. We use the cumulative earnings approach for determining cash flow presentation of cash distributions received from equity method investments. Distributions received are included in our consolidated statements of cash flows as operating activities, unless the cumulative distributions exceed our portion of the cumulative equity in the net earnings of the equity method investment, in which case the excess distributions are deemed to be returns of the investment and are classified as investing activities in our consolidated statements of cash flows. See Note 3, "Investments" for further information regarding our equity method investments. There are no related parties that own interests in our equity method investments as of December 31, 2024.

Derivative Hedging Instruments

We use derivatives as part of our normal business operations to manage our exposure to fluctuations in interest rates, foreign currency exchange, commodity prices, production and packaging material costs and for other strategic purposes related to our core business. We enter into derivatives for risk management purposes only, including derivatives designated in hedge accounting relationships as well as those derivatives utilized as economic hedges. We do not enter into derivatives for trading or speculative purposes. 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 on 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. Effective cash flow hedges offset the gains or losses recognized on the underlying exposure in the consolidated statements of operations, or for net investment hedges, the foreign exchange translation gain or loss recognized in AOCI. Changes in fair value of outstanding fair value hedges and the offsetting changes in fair value of the hedged item are recognized in earnings. Changes in fair value of the derivative attributable to components allowed to be excluded from the assessment of hedge effectiveness are deferred in AOCI and recognized in earnings over the life of the hedge.

We record realized gains and losses from derivative instruments in the same financial statement line item as the hedged item/forecasted transaction. Changes in unrealized gains and losses for derivatives not designated in a hedge accounting relationship are recorded directly in earnings each period and are also recorded in the same financial statement line item as the hedged item/forecasted transaction. Cash flows from the settlement of derivatives, including both economic hedges and those designated in hedge accounting relationships, appear in the consolidated statements of cash flows in the same categories as the cash flows of the hedged item unless the instruments are deemed to contain an other-than-insignificant financing element, in which case the cash flows related to this instrument will be classified as financing activities.

In accordance with authoritative accounting guidance, we do not record the fair value of derivatives for which we have elected the Normal Purchase Normal Sale ("NPNS") exemption. We account for these contracts on an accrual basis, recording realized settlements related to these contracts in the same financial statement line items as the corresponding transaction.

Leases

We enter into contractual arrangements for the utilization of certain non-owned assets, primarily real estate and equipment, which are evaluated as finance or operating leases upon commencement and are accounted for accordingly. We assess whether an arrangement is or contains a lease at inception of the contract. For all contractual arrangements deemed to be leases (other than short-term leases, which have a duration of one year or less), as of the lease commencement date, we recognize on the consolidated balance sheets a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use.

For leases that qualify as short-term leases, we have elected, for all classes of underlying assets, to not apply the balance sheet recognition requirements of ASC 842, and instead, we recognize the lease payments in the consolidated statements of operations on a straight-line basis over the lease term. We have also made the election, for our existing real estate and equipment classes of underlying assets, to account for lease and non-lease components as a single lease component.

Our leases have remaining lease terms of up to approximately 15 years. Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the right-of-use ("ROU") asset and lease liability at commencement includes the impacts of options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various existing economic factors, including real estate strategies, the nature, length and terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Assumptions made at the commencement date are re-evaluated upon occurrence of certain events requiring a lease modification. Additionally, for certain equipment leases involving groups of similar leased assets with similar lease terms, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities.

The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As the rate implicit in the lease is rarely readily determinable, we use our incremental borrowing rate relative to the leased asset in all other cases.

Certain of our leases include variable payments, primarily for items such as property taxes, insurance, maintenance and other operating expenses associated with leased assets. These variable payments are excluded from the measurement of our lease assets and liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Lease-related expense is recorded within either COGS or MG&A expenses on the consolidated statements of operations, depending on the function of the underlying leased asset, with the exception of interest on finance lease liabilities, which is recorded within interest expense on the consolidated statements of operations.

Pension and Postretirement Benefits

We maintain retirement plans for the majority of our employees. 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 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. Changes in net periodic pension cost and funding status may occur in the future due to changes in these assumptions.

We use the fair value approach to calculate the market-related value of pension plan assets used to determine net periodic pension cost, which includes measuring the market-related value of plan assets at fair value for purposes of determining the expected return on plan assets and amount of gain or loss subject to amortization.

Projected benefit obligation is the actuarial present value as of the measurement date of all benefits attributed by the plan benefit formula to employee service rendered before the measurement date using assumptions as to future compensation levels and years of service if the plan benefit formula is based on those future compensation levels and years of service. Accumulated benefit obligation is the actuarial present value of benefits (whether vested or unvested) attributed by the plan benefit formula to employee service rendered before the measurement date and based on employee service and compensation, if applicable, prior to that date. Accumulated benefit obligation differs from projected benefit obligation in that it includes no assumption about future compensation levels and years of service.

We employ the corridor approach for determining each plan's potential amortization from AOCI of deferred gains and losses, which occur when actual experience differs from estimates, into other pension and postretirement (benefit) cost, net. This approach defines the "corridor" as the greater of 10% of the projected benefit obligation or 10% of the market-related value of plan assets and requires amortization of the excess net gain or loss that exceeds the corridor over the average remaining service periods of active plan participants. 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

The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate fair value as recorded due to the short-term nature of these instruments. The fair value of derivatives is estimated by discounting the estimated future cash flows utilizing observable market interest, foreign exchange and commodity rates adjusted for non-performance credit risk associated with our counterparties (assets) or with MCBC (liabilities), as appropriate. See Note 10, "Derivative Instruments and Hedging Activities" for additional information. Based on current market rates for similar instruments, the fair value of long-term debt is presented in Note 9, "Debt."

U.S. GAAP guidance for fair value includes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). Our financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy.

The three levels of the hierarchy are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are less active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (market corroborated inputs).

Level 3—Unobservable inputs that reflect the assumptions that we believe market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data.

Foreign Currency

Assets and liabilities recorded in foreign currencies that are the functional currencies for the respective operations are translated at the prevailing exchange rate at the balance sheet date. Translation adjustments resulting from this process are reported as a separate component of OCI. Gains and losses from foreign currency transactions are included in earnings for the period. Revenue and expenses are translated at the average exchange rates during the respective period throughout the year.

Subsequent Events

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.

2. New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In November 2023, the FASB issued ASU 2023-07, Segment 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 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: the rate reconciliation and income taxes paid. More disaggregated income tax information, particularly at an individual jurisdiction level (country, state or local territory), is required in both disclosures if certain quantitative thresholds are met. The amendments to the rate reconciliation require the use of specific categories, with disclosure of percentages and reporting currency amounts. If not already evident, further explanation of the nature, effect and underlying causes of the reconciling items must be included. 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. 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.

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.

3. Investments

Our investments include both equity method and consolidated investments. Those entities identified as VIEs have been evaluated to determine whether we are the primary beneficiary. The VIEs included under "Consolidated VIEs" below are those for which we have concluded that we are the primary beneficiary and accordingly, we have consolidated these entities. We have not provided any financial support to any of our VIEs during the year ended December 31, 2024, that we were not previously contractually obligated to provide. Amounts due to and due from our equity method investments are recorded as affiliate accounts payable and affiliate accounts receivable which are presented within accounts payable and other current liabilities and trade receivables, net respectively on the consolidated balance sheets. See below under "Affiliate Transactions" for further details.

Authoritative guidance related to the consolidation of VIEs requires that we continually reassess whether we are the primary beneficiary of VIEs in which we have an interest. As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation. Our consolidated VIEs are 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.

Cobra U.K. 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. As a result, we have a guarantee liability of $30.1 million and $35.4 million recorded as of December 31, 2024 and December 31, 2023, respectively, which is presented within accounts payable and other current liabilities on the consolidated balance sheets and represents our proportionate share of the outstanding balance of these debt instruments. The offset to the guarantee liability was recorded as an adjustment to our respective equity method investment within the consolidated balance sheets. The resulting change in our equity method investments during the year due to movements in the guarantee represents a non-cash investing activity.

Equity Method Investments

BRI

BRI is a beer distribution and retail network for the Ontario region of Canada, with majority of the ownership residing with Molson Canada 2005, Labatt Breweries of Canada LP (a subsidiary of ABI) and Sleeman Breweries Ltd. (a subsidiary of Sapporo International). We hold a 50.9% ownership interest in BRI. 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.

See "Affiliate Transactions" below for BRI 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 BRI offset by administrative fees charged and paid by MCBC (which may be in a payable or receivable position depending on the amount under or over charged).

BDL

BDL is a distribution operation owned by Molson Canada 2005 and Labatt Breweries of Canada LP (a subsidiary of ABI) that, pursuant to an operating agreement, acts as an agent for the distribution of their products in the western provinces of Canada. The two owners share equal voting control of this business. We hold a 35.0% ownership interest in BDL.

BDL charges the owners service fees that are designed so the entity operates at break-even profit levels and annually, operates on a cash neutral basis. 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).

ZOA

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. 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.

Other

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

The total balance of our equity method investments was $108.9 million and $222.7 million as of December 31, 2024 and December 31, 2023, respectively. Our equity method investments are all within the Americas segment and are included in other assets on the consolidated balance sheets. These investments are not considered significant for disclosure of financial information on either an individual or aggregated basis and there were no significant undistributed earnings as of December 31, 2024 or December 31, 2023, for any of these companies. We consider each of our equity method investments to be affiliates.

Affiliate Transactions

Amounts due from and due to affiliates as of December 31, 2024 and December 31, 2023, respectively, are as follows:


	Amounts due from affiliates				Amounts due to affiliates
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
	(In millions)
BRI	$	4.5	$	—	$	—	$	1.6
BDL	1.9		3.2		—		—
Other	7.4		4.2		6.3		5.2
Total	$	13.8	$	7.4	$	6.3	$	6.8

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

RMMC, a Colorado limited liability company, is a joint venture with Ball Corporation in which we hold a 50% interest. Our U.S. business has a can and end supply agreement with RMMC. Under this agreement, we purchase substantially all of the output of RMMC. 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") 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. Our U.S. 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 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):


	As of
	December 31, 2024				December 31, 2023
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
	(In millions)
RMMC/RMBC	$	230.3	$	29.8	$	261.6	$	24.7
Other	$	—	$	—	$	2.8	$	3.3

As of December 31, 2024, for RMMC/RMBC, $64.0 million and $113.6 million were recorded in inventories, net and property, plant and equipment, net, respectively, on the consolidated balance sheets. As of December 31, 2023, for RMMC/RMBC, $108.2 million and $120.7 million were recorded in inventories, net and property, plant and equipment, net, respectively on the consolidated balance sheets.

4. Inventories


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Finished goods	$	245.8	$	245.7
Work in process	83.8		97.4
Raw materials	261.2		275.1
Packaging materials	137.0		184.1
Inventories, net	$	727.8	$	802.3

5. Property, Plant and Equipment


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Land and improvements	$	362.9	$	365.1
Buildings and improvements	1,450.2		1,283.4
Production and office equipment	5,479.8		5,156.0
Software	537.9		543.8
Construction in progress	612.1		783.7
Other	409.5		414.1
Total property, plant and equipment cost	8,852.4		8,546.1
Less: accumulated depreciation	(4,392.0)		(4,101.6)
Property, plant and equipment, net	$	4,460.4	$	4,444.5

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.

6. Goodwill and Intangible Assets

The changes in the carrying value of goodwill is presented in the table below by segment.


	Americas		EMEA&APAC		Consolidated(1)
	(In millions)
Balance as of December 31, 2022	$	5,291.9	$	—	$	5,291.9
Acquisition(2)	29.2		—		29.2
Foreign currency translation, net	4.2		—		4.2
Balance as of December 31, 2023	$	5,325.3	$	—	$	5,325.3
Acquisition(2)	275.5		—		275.5
Divestitures(3)	(6.1)		—		(6.1)
Foreign currency translation, net	(12.4)		—		(12.4)
Balance as of December 31, 2024	$	5,582.3	$	—	$	5,582.3

(1)Accumulated impairment losses for the Americas segment was $1,513.3 million as of December 31, 2024 and December 31, 2023. 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 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:


	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	4,797.3	$	(1,713.5)	$	3,083.8
License agreements and distribution rights	10 - 20	200.2		(120.2)		80.0
Other	5 - 40	84.5		(27.8)		56.7
Intangible assets not subject to amortization
Brands	Indefinite	7,963.8		—		7,963.8
Distribution networks	Indefinite	703.3		—		703.3
Other	Indefinite	307.6		—		307.6
Total		$	14,056.7	$	(1,861.5)	$	12,195.2

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


	Useful life	Gross		Accumulated amortization		Net
	(Years)	(In millions)
Intangible assets subject to amortization
Brands	10 - 50	$	5,029.2	$	(1,634.4)	$	3,394.8
License agreements and distribution rights	10 - 20	204.9		(117.6)		87.3
Other	5 - 40	84.8		(25.8)		59.0
Intangible assets not subject to amortization
Brands	Indefinite	8,002.0		—		8,002.0
Distribution networks	Indefinite	763.9		—		763.9
Other	Indefinite	307.6		—		307.6
Total		$	14,392.4	$	(1,777.8)	$	12,614.6

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:


Year	Amount
	(In millions)
2025	$	203.5
2026	$	186.5
2027	$	127.5
2028	$	126.0
2029	$	125.9

Amortization expense of intangible assets was $206.4 million, $207.3 million and $208.1 million for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively. This expense was primarily presented within MG&A in our consolidated statements of operations.

Annual 2024 Impairment Assessment

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. 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 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. An excess earnings approach is used to determine the fair values of these assets as of the testing date. The future cash flows used in the analysis are based on internal cash flow projections based on our long range plans and include significant assumptions by management as noted below.

Separately, we performed a qualitative assessment of our water rights indefinite-lived intangible assets in the U.S. to determine whether it was more likely than not that the fair values of these assets were greater than their respective carrying amounts. Based on this qualitative assessment, we determined that a full quantitative analysis was not necessary.

Key Assumptions

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future. If our assumptions are not realized, it is possible that impairment charges may need to be recorded in the future. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units and indefinite-lived intangible assets may include such items as: (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. These facts and circumstances are subject to change and may impact future analyses. For example, we continue to monitor the challenges within the beer industry for further weakening or additional systemic structural declines, as well as for adverse changes in macroeconomic conditions such as cost inflation and the potential impacts this may have on our immediate or long range results. We also continuously monitor the market inputs used in calculating our discount rates, including risk-free rates, equity premiums and our cost of debt, which could result in a meaningful change to our weighted-average cost of capital calculation, as well as the market multiples used in our impairment assessment. Substantial changes in any of these inputs could lead to a material impairment. Furthermore, increased volatility in the equity and debt markets or other country-specific factors, including, but not limited to, extended or future government intervention in response to inflation, could also result in a meaningful change to our weighted-average cost of capital calculation and other inputs used in our impairment assessment.

Annual 2023 Impairment Assessment

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

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.

7. Accounts Payable and Other Current Liabilities


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Accounts payable and accrued trade payables	$	1,875.0	$	1,980.8
Accrued rebates and discounts	157.1		169.0
Accrued compensation	241.3		316.8
Accrued excise and other non-income related taxes	242.5		255.1
Accrued interest	94.8		82.8
Returnable container deposit liabilities	108.4		113.2
Operating lease liabilities	46.7		46.9
Other(1)	247.2		216.2
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, accrued contingent environmental and legal liabilities and various other accrued expenses.

8. Leases

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:


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Operating lease expense	$	86.9	$	81.3	$	72.5
Finance lease expense	10.3		9.5		9.5
Total lease expense	$	97.2	$	90.8	$	82.0

Supplemental cash flow information related to leases for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 was as follows:


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Cash paid for amounts included in the measurements of lease liabilities
Operating cash flows for operating leases	$	51.6	$	58.7	$	52.5
Operating cash flows for finance leases	$	3.8	$	3.3	$	3.6
Financing cash flows for finance leases	$	6.7	$	5.1	$	4.4
Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities
Operating leases	$	49.0	$	115.7	$	63.9
Finance leases	$	26.3	$	1.7	$	3.8

Supplemental balance sheet information related to leases as of December 31, 2024 and December 31, 2023 was as follows:


		As of
		December 31, 2024		December 31, 2023
	Balance Sheet Classification	(In millions)
Operating Leases
Operating lease right-of-use assets	Other assets	$	189.0	$	200.7
Current operating lease liabilities	Accounts payable and other current liabilities	$	46.7	$	46.9
Non-current operating lease liabilities	Other liabilities	161.5		163.9
Total operating lease liabilities		$	208.2	$	210.8

Finance Leases
Finance lease right-of-use assets	Property, plant and equipment, net	$	58.4	$	46.4
Current finance lease liabilities	Current portion of long-term debt and short-term borrowings	$	9.9	$	5.2
Non-current finance lease liabilities	Long-term debt	56.9		48.5
Total finance lease liabilities		$	66.8	$	53.7

The weighted-average remaining lease term and discount rate as of December 31, 2024 were as follows:


	Weighted-Average Remaining Lease Term (Years)	Weighted-Average Discount Rate
Operating leases	7.1	5.2%
Finance leases	7.5	6.3%

Based on foreign exchange rates as of December 31, 2024, maturities of lease liabilities were as follows:


	Operating Leases		Finance Leases
	(In millions)
2025	$	52.7	$	13.0
2026	47.5		16.9
2027	31.6		9.0
2028	23.2		8.6
2029	17.7		7.7
Thereafter	79.6		30.0
Total lease payments	$	252.3	$	85.2
Less: interest	(44.1)		(18.4)
Present value of lease liabilities	$	208.2	$	66.8

9. Debt

Debt Obligations


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Long-term debt
EUR 800 million 1.25% senior notes due July 2024(1)(2)	$	—	$	883.1
CAD 500 million 3.44% senior notes due July 2026(2)(3)	347.6		377.6
$2.0 billion 3.0% senior notes due July 2026(2)	2,000.0		2,000.0
EUR 800 million 3.8% senior notes due June 2032(4)	828.3		—
$1.1 billion 5.0% senior notes due May 2042(5)	1,100.0		1,100.0
$1.8 billion 4.2% senior notes due July 2046(2)	1,800.0		1,800.0
Finance leases	66.8		53.7
Other	21.7		23.5
Less: unamortized debt discounts and debt issuance costs	(38.2)		(35.5)
Total long-term debt (including current portion)	6,126.2		6,202.4
Less: current portion of long-term debt	(12.3)		(890.3)
Total long-term debt	$	6,113.9	$	5,312.1



Short-term borrowings(6)	19.9		21.5
Current portion of long-term debt	12.3		890.3
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 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% 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.

(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 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.

As of December 31, 2024, we had $13.0 million in bank overdrafts and $59.0 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $46.0 million. As of December 31, 2023, we had $16.5 million in bank overdrafts and $75.5 million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $59.0 million.

In addition, we have CAD, GBP and USD overdraft facilities under which we had no outstanding borrowings as of December 31, 2024 or December 31, 2023.

A summary of our short-term facility availability is presented below. See Note 13, "Commitments and Contingencies" for further discussion related to letters of credit.

CAD unlimited overdraft facility at CAD Prime plus 0.50%
GBP 10 million overdraft facility at GBP Base Rate plus 2.25%
USD 10 million overdraft facility at USD Prime plus 5%

Debt Fair Value Measurements

We utilize market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates. As of 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. The carrying values of all other outstanding long-term borrowings and our short-term borrowings approximate their fair values and are also classified as Level 2 in the fair value hierarchy.

Revolving Credit Facility and Commercial Paper

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. 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

Under the terms of each of our debt facilities, we must comply with certain restrictions. These include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold percentages, create or permit liens on assets, and restrictions on mergers, acquisitions and certain types of sale lease-back transactions.

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 4.00x, 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, 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:


Year	Amount
	(In millions)
2025	$	20.4
2026	2,350.0
2027	14.1
2028	0.5
2029	1.7
Thereafter	3,730.8
Total	$	6,117.5

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

Interest


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Interest incurred	$	295.1	$	243.4	$	257.4
Interest capitalized	(12.4)		(9.4)		(6.8)
Interest expensed	$	282.7	$	234.0	$	250.6

10. Derivative Instruments and Hedging Activities

Overview and Risk Management Policies

We use derivatives as part of our normal business operations to manage our exposure to fluctuations in interest rates, foreign currency, commodity price risk and for other strategic purposes related to our core business. We have established policies and procedures that govern the risk management of these exposures. Our primary objective in managing these exposures is to decrease the volatility of cash flows affected by changes in the underlying rates and prices.

To achieve our objectives, we enter into a variety of financial derivatives, including foreign currency exchange, commodity, interest rate, cross currency swaps as well as options. We also enter into physical hedging agreements directly with our suppliers to manage our exposure to certain commodities.

Counterparty Risk

While, by policy, the counterparties to any of the financial derivatives we enter into are major institutions with minimum investment grade credit ratings of BBB- by Standard & Poor's (or the equivalent) or Baa3 by Moody's, we are exposed to credit-related losses in the event of non-performance by counterparties. This credit risk is generally limited to the unrealized gains in such contracts, should any of these counterparties fail to perform as contracted.

We have established a counterparty credit policy and guidelines that are monitored and reported to management to assist in managing this risk. As an additional measure, we utilize a portfolio of institutions either headquartered or operating in the same countries that we conduct our business. In calculating the fair value of our derivative balances, we also record an adjustment to recognize the risk of counterparty credit and our own non-performance risk, as appropriate.

Price and Liquidity Risks

We base the fair value of our derivative instruments upon market rates and prices. The volatility of these rates and prices are dependent on many factors that cannot be forecasted with reliable accuracy. The current fair values of our contracts could differ significantly from the cash settled values with our counterparties. As such, we are exposed to price risk related to unfavorable changes in the fair value of our derivative contracts.

We may be forced to cash settle all or a portion of our derivative contracts before the expected settlement date upon the occurrence of certain contractual triggers including a change of control, termination event or other breach of agreement. This could have a negative impact on our liquidity. For derivative contracts that we have designated as hedging instruments, early cash settlement would result in the timing of our hedge settlement not being matched to the cash settlement of the forecasted transaction or firm commitment. We may also decide to cash settle all or a portion of our derivative contracts before the expected settlement date through negotiations with our counterparties, which could also impact our cash position.

Due to the nature of our counterparty agreements, we are not able to net positions with the same counterparty across business units. Thus, in the event of default, we may be required to early settle all out-of-the-money contracts, without the benefit of netting the fair value of any in-the-money positions against this exposure.

Collateral

We do not receive and are not required to post collateral unless a change of control event occurs. This termination event would give either party the right to early terminate all outstanding swap transactions in the event that the other party consolidates, merges with, or transfers all or substantially all of its assets to, another entity, and the creditworthiness of the surviving entity that has assumed such party's obligations is materially weaker than that of such party. As of December 31, 2024, we did not have any collateral posted with any of our counterparties.

Derivative Accounting Policies

Overview

Our forward starting interest rate swaps and most of our foreign currency forwards are designated in hedging relationships as cash flow 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. For example, our commodity swaps and commodity options are not designated in hedge accounting relationships. These outstanding economic hedges are measured at fair value on our consolidated balance sheets with changes in fair value recorded in earnings. We have historically elected to apply the NPNS exemption to certain contracts, as applicable. These contracts are typically transacted with our suppliers and include risk management features that allow us to fix the price on specific volumes of purchases for specified delivery periods. We also consider whether any provisions in our contracts represent embedded derivative instruments as defined in authoritative accounting guidance and apply the appropriate accounting.

Hedge Accounting Policies

We formally document all relationships receiving hedge accounting treatment between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions pursuant to prescribed guidance. We also formally assess effectiveness both at the hedge's inception and on an ongoing basis, specifically whether the derivatives that are used in hedging transactions have been highly effective in mitigating the risk designated as being hedged and whether those hedges may be expected to remain highly effective in future periods. Specific to net investment hedges, we have elected to use the spot-to-spot methodology to assess effectiveness.

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. However, if it is probable that a forecasted transaction will no longer occur by the end of the originally specified time period or within an additional two-month period of time thereafter, the gains and losses in AOCI are recognized immediately in earnings. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at its fair value on the consolidated balance sheets until maturity, recognizing future changes in the fair value in current period earnings.

Significant Derivative/Hedge Positions

Net Investment Hedges

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

During 2018, we entered into forward starting interest rate swaps with a notional amount totaling $1.5 billion with termination dates of July 2021, May 2022 and July 2026. The swaps had effective dates mirroring the terms of the forecasted debt issuances. Under the agreements, we are required to early terminate these swaps at the time we expect to issue the related forecasted debt. We designated these contracts as cash flow hedges. As a result, the unrealized mark-to-market gains or losses are recorded to AOCI until termination at which point the realized gain or loss of these swaps at issuance of the hedged debt are reclassified from AOCI and amortized to interest expense over the term of the hedged debt.

In June 2021, we early terminated our $250.0 million forward starting interest rate swap that was originally set to terminate in July 2021. This forward starting interest rate swap was rolled forward to May 2022 through a cashless settlement. 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% 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 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 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.

Foreign Currency Forwards

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 certain 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% senior 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 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, barley and diesel. These contracts allow us to swap our floating exposure to changes in these commodity prices for a fixed rate. These contracts are not designated in hedge accounting relationships. 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 and diesel each up to 60 months out in the future for use in our supply chain, in line with our risk management policy. Further, we hedge forecasted purchases of barley based on crop year and physical inventory management. For purposes of measuring segment operating performance, the unrealized changes in fair value of the swaps not designated in hedge accounting relationships are reported in Unallocated outside of the segment specific operating results until such time that the exposure we are managing is realized. 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.

Derivative Fair Value Measurements

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

The table below summarizes our derivative assets and (liabilities) that were measured at fair value as of December 31, 2024 and December 31, 2023. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion related to measuring the fair value of derivative instruments. 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.


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Forward starting interest rate swaps	$	96.3	$	41.6
Foreign currency forwards	10.6		(1.4)
Commodity swaps and options	3.7		(30.4)
Total	$	110.6	$	9.8

As of December 31, 2024 and December 31, 2023, we had no significant transfers between Level 1 and Level 2. New derivative contracts transacted during 2024 were all included in Level 2.

Results of Period Derivative Activity

The following tables include the year-to-date results of our derivative activity in our consolidated balance sheets as of December 31, 2024 and December 31, 2023, and our consolidated statements of operations for the years ended December 31, 2024, December 31, 2023 and December 31, 2022.

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


	December 31, 2024
			Asset derivatives			Liability derivatives
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments

Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	96.3	Other liabilities	$	—
Foreign currency forwards	$	196.2	Other current assets	7.7		Accounts payable and other current liabilities	—
			Other non-current assets	2.9		Other liabilities	—
Total derivatives designated as hedging instruments				$	106.9		$	—
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	376.4	Other current assets	$	15.1	Accounts payable and other current liabilities	$	(10.5)
			Other non-current assets	1.5		Other liabilities	(2.4)
Commodity options(1)	$	24.6	Other current assets	0.3		Accounts payable and other current liabilities	(0.3)


Total derivatives not designated as hedging instruments				$	16.9		$	(13.2)


	December 31, 2023
			Asset derivatives			Liability derivatives
	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments

Forward starting interest rate swaps	$	1,000.0	Other non-current assets	$	41.6	Other liabilities	$	—
Foreign currency forwards	$	219.4	Other current assets	1.1		Accounts payable and other current liabilities	(1.2)
			Other non-current assets	—		Other liabilities	(1.3)
Total derivatives designated as hedging instruments				$	42.7		$	(2.5)
Derivatives not designated as hedging instruments
Commodity swaps(1)	$	653.5	Other current assets	$	11.1	Accounts payable and other current liabilities	$	(42.0)
			Other non-current assets	6.6		Other liabilities	(6.1)
Commodity options(1)	$	21.7	Other current assets	0.2		Accounts payable and other current liabilities	(0.2)
Total derivatives not designated as hedging instruments				$	17.9		$	(48.3)

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

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


Derivatives in cash flow hedge relationships	Amount of gain (loss) recognized in OCI on derivatives		Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized from AOCI into income on derivative
For the year ended December 31, 2024
Forward starting interest rate swaps	$	54.8	Interest income (expense), net	$	(3.4)
Foreign currency forwards	15.8		Cost of goods sold	4.4
			Other non-operating income (expense), net	(0.7)
Total	$	70.6		$	0.3
For the year ended December 31, 2023
Forward starting interest rate swaps	$	1.6	Interest income (expense), net	$	(5.2)
Foreign currency forwards	(5.2)		Cost of goods sold	4.9
			Other non-operating income (expense), net	(1.0)
Total	$	(3.6)		$	(1.3)
For the year ended December 31, 2022
Forward starting interest rate swaps	$	198.9	Interest income (expense), net	$	(14.3)
Foreign currency forwards	10.8		Cost of goods sold	1.8
			Other non-operating income (expense), net	(0.4)
Total	$	209.7		$	(12.9)

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


Net investment hedge relationships	Amount of gain (loss) recognized in OCI(1)
For the year ended December 31, 2024

EUR 800 million 1.25% senior notes due 2024	$	14.5
EUR 800 million 3.8% senior notes due 2032	$	40.1
Total	$	54.6
For the year ended December 31, 2023
EUR 800 million 1.25% senior notes due 2024	$	(26.5)

For the year ended December 31, 2022
EUR 800 million 1.25% senior notes due 2024	$	53.2

(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, 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):


Derivatives not in hedging relationship	Location of gain (loss) recognized in income on derivative	Amount of gain (loss) recognized in income on derivative
For the year ended December 31, 2024
Commodity swaps	Cost of goods sold	$	(7.8)




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

11. Employee Retirement Plans and Postretirement Benefits

We maintain retirement plans for the majority of our employees. Depending on the location and benefit program, we provide either defined benefit pension or defined contribution plans to our employees. Each plan is managed locally and in accordance with respective local laws and regulations. We have defined benefit pension plans in the U.S., U.K. and Canada. Additionally, we offer OPEB plans to a portion of our Canadian, U.S. and Central European employees which are unfunded 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. Additionally, the U.S. postretirement health plan qualifies for the federal subsidy under the Medicare Prescription Drug Improvement and Modernization Act of 2003 (“the Act”) because the prescription drug benefits provided under our postretirement health plan for Medicare eligible retirees generally require lower premiums from covered retirees and have lower co-payments and deductibles than the benefits provided in Medicare Part D and, accordingly, are actuarially equivalent to or better than the benefits provided under the Act. The benefits paid, including prescription drugs, were $31.1 million, $31.2 million and $33.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. There were no subsidies received for the years ended December 31, 2024, 2023 and 2022.

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


	For the years ended
	December 31, 2024						December 31, 2023						December 31, 2022
	Pension		OPEB		Consolidated		Pension		OPEB		Consolidated		Pension		OPEB		Consolidated
	(In millions)
Service cost
Service cost	$	0.1	$	3.6	$	3.7	$	0.9	$	3.3	$	4.2	$	1.3	$	5.5	$	6.8
Other pension and postretirement (benefit) cost, net
Interest cost	129.7		20.8		150.5		140.4		22.5		162.9		103.9		16.1		120.0
Expected return on plan assets, net of expenses	(169.8)		—		(169.8)		(157.8)		—		(157.8)		(154.2)		—		(154.2)
Amortization of prior service (benefit) cost	0.3		(0.7)		(0.4)		0.3		(0.7)		(0.4)		0.3		(0.7)		(0.4)
Amortization of net actuarial (gain) loss	18.1		(27.4)		(9.3)		17.1		(31.7)		(14.6)		5.6		(10.2)		(4.6)
Curtailment, settlement or special termination benefit (gain) loss(1)	34.0		—		34.0		—		—		—		2.9		—		2.9
Expected participant contributions	—		—		—		(0.3)		—		(0.3)		(0.3)		—		(0.3)
Total other pension and postretirement (benefit) cost, net	12.3		(7.3)		5.0		(0.3)		(9.9)		(10.2)		(41.8)		5.2		(36.6)
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.

Obligations and Changes in Funded Status


	For the year ended December 31, 2024						For the year ended December 31, 2023
	Pension		OPEB		Total		Pension		OPEB		Total
	(In millions)
Change in benefit obligation
Prior year benefit obligation	$	3,018.1	$	470.6	$	3,488.7	$	2,978.0	$	478.3	$	3,456.3
Service cost, net of expected employee contributions	0.1		3.6		3.7		0.6		3.3		3.9
Interest cost	129.7		20.8		150.5		140.4		22.5		162.9
Actual employee contributions	—		—		—		0.3		—		0.3
Actuarial (gain) loss	(182.5)		(18.0)		(200.5)		38.0		1.3		39.3
Plan amendments	—		(10.1)		(10.1)		—		—		—
Benefits paid	(215.8)		(36.9)		(252.7)		(226.2)		(37.0)		(263.2)
Curtailment, settlement and special termination	(344.0)		—		(344.0)		—		—		—
Foreign currency exchange rate change	(45.1)		(7.0)		(52.1)		87.0		2.2		89.2
Benefit obligation at end of year	$	2,360.5	$	423.0	$	2,783.5	$	3,018.1	$	470.6	$	3,488.7
Change in plan assets
Prior year fair value of assets	$	3,396.9	$	—	$	3,396.9	$	3,336.8	$	—	$	3,336.8
Actual return on plan assets	(54.4)		—		(54.4)		188.7		—		188.7
Employer contributions	(4.8)		36.9		32.1		(1.7)		37.0		35.3
Actual employee contributions	—		—		—		0.3		—		0.3
Curtailment, settlement and special termination	(344.0)		—		(344.0)		—		—		—
Benefits and plan expenses paid	(215.8)		(36.9)		(252.7)		(226.2)		(37.0)		(263.2)
Foreign currency exchange rate change	(50.5)		—		(50.5)		99.0		—		99.0
Fair value of plan assets at end of year	$	2,727.4	$	—	$	2,727.4	$	3,396.9	$	—	$	3,396.9
Funded status	$	366.9	$	(423.0)	$	(56.1)	$	378.8	$	(470.6)	$	(91.8)
Amounts recognized in the Consolidated Balance Sheets
Other non-current assets	$	401.8	$	—	$	401.8	$	416.9	$	—	$	416.9
Accounts payable and other current liabilities	(3.7)		(37.5)		(41.2)		(3.6)		(39.3)		(42.9)
Pension and postretirement benefits	(31.2)		(385.5)		(416.7)		(34.5)		(431.3)		(465.8)
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 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. were overfunded as a result of our ongoing de-risking strategy. Information for our defined benefit pension plans that had aggregate accumulated benefit obligations and projected benefit obligations in excess of plan assets was as follows:


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Accumulated benefit obligation	$	34.9	$	38.1
Projected benefit obligation	$	34.9	$	38.1
Fair value of plan assets	$	—	$	—

Information for OPEB plans with an accumulated postretirement benefit obligation in excess of plan assets has been disclosed above in "Obligations and Changes in Funded Status" as all of our OPEB plans are unfunded.

Accumulated Other Comprehensive Income (Loss)

Amounts recognized in AOCI not yet recognized as components of net periodic pension and OPEB cost, pretax, were as follows:


	As of December 31, 2024						As of December 31, 2023
	Pension		OPEB		Total		Pension		OPEB		Total
	(In millions)
Net actuarial (gain) loss	$	771.9	$	(263.5)	$	508.4	$	773.3	$	(260.4)	$	512.9
Net prior service (benefit) cost	9.1		(11.1)		(2.0)		9.4		(1.7)		7.7
Total not yet recognized	$	781.0	$	(274.6)	$	506.4	$	782.7	$	(262.1)	$	520.6

Assumptions

Periodic pension and OPEB cost is actuarially calculated annually for each individual plan based on data available and assumptions made at the beginning of each year. Assumptions used in the calculation include the discount rate selected and disclosed at the end of the previous year as well as other assumptions detailed in the table below. The weighted-average rates used in determining the periodic pension and OPEB cost for the years ended December 31, 2024, 2023 and 2022 were as follows:


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	Pension	OPEB	Pension	OPEB	Pension	OPEB
Weighted-average assumptions:
Discount rate	4.74%	4.64%	5.01%	4.90%	2.27%	2.59%
Rate of compensation increase	2.00%	N/A	2.00%	N/A	2.00%	N/A
Expected return on plan assets	5.47%	N/A	4.91%	N/A	3.11%	N/A
Health care cost trend rate	N/A	Ranging ratably from 6.75% in 2024 to 3.57% in 2040	N/A	Ranging ratably from 6.50% in 2023 to 3.57% in 2040	N/A	Ranging ratably from 6.00% in 2022 to 3.57% in 2040

Benefit obligations are actuarially calculated annually at the end of each year based on the assumptions detailed in the table below. Obligations under the OPEB plans are determined by the application of the terms of medical, dental, vision and life insurance plans, together with relevant actuarial assumptions and health care cost trend rates. The weighted-average rates used in determining the projected benefit obligation for defined pension plans and the accumulated postretirement benefit obligation for OPEB plans, as of December 31, 2024 and December 31, 2023, were as follows:


	As of December 31, 2024		As of December 31, 2023
	Pension	OPEB	Pension	OPEB
Weighted-average assumptions
Discount rate	5.41%	5.15%	4.74%	4.64%
Rate of compensation increase	2.00%	N/A	2.00%	N/A
Health care cost trend rate	N/A	Ranging ratably from 7.00% in 2025 to 3.57% in 2040	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, 2024, from December 31, 2023, was primarily due to an increase in interest rates in 2024, particularly for our U.S. and U.K. plans.

Investment Strategy

The obligations of our defined benefit pension plans in the U.S., Canada and the U.K. are supported by assets held in trusts for the payment of future benefits. 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, investment funds and other investments. Investment allocations reflect the customized strategies of the respective plans.

The plans use liability driven investment strategies in managing defined pension benefits. For all defined benefit pension plan assets, the plans have the following primary investment objectives:

(1)optimize the long-term return on plan assets at an acceptable level of risk and manage projected future cash contributions;

(2)maintain a broad diversification across asset classes and among investment managers; and

(3)manage the risk level of the plans' assets in relation to the plans' liabilities.

Each plan's respective allocation targets promote optimal expected return and volatility characteristics given a focus on a long-term time horizon for fulfilling the plans' obligations. All assets are managed by external investment managers with an intent to either match or outperform their benchmark. The plans use different asset managers in the U.S., U.K. and Canada and each plan's respective asset allocation could be impacted by a change in asset managers.

Our investment strategies for our defined benefit pension plans also consider the funded status for each plan. For defined benefit pension plans that are highly funded, assets are invested primarily in fixed income holdings that have a similar duration to the associated liabilities. For plans with lower funding levels, the fixed income component is managed in a similar manner to the highly funded plans. In addition to this liability-matching fixed income allocation, these plans also contain exposure to return generating assets including: equities, real estate, debt and other investments held with the goal of producing higher returns, which may also have a higher risk profile. These investments are diversified by investing globally with limitations placed on issuer concentration.

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.

Target Allocations

The following compares target asset allocation percentages with actual asset allocations on a weighted-average asset basis as of December 31, 2024.


	Target allocations	Actual allocations
Equities	6.1%	6.4%
Fixed income	75.4%	72.7%

Real estate	4.1%	4.1%
Annuities and longevity swap	13.7%	13.7%
Other	0.7%	3.1%

Significant Concentration Risks

We periodically evaluate our defined benefit pension plan assets for concentration risks. As of December 31, 2024, we did not have any individual underlying asset position that composed a significant concentration of each plan's overall assets. However, we currently have significant plan assets invested in U.K., U.S. and Canadian government fixed income holdings. 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 plan asset values. In general, equity and fixed income risks have been mitigated by company-specific concentration limits and by utilizing multiple equity managers. We do have significant amounts of assets invested with individual fixed income and hedge fund managers, therefore, the plans use outside investment consultants to aid in the oversight of these managers and fund performance.

Valuation Techniques

We use a variety of industry accepted valuation techniques to value our plan assets. The techniques vary depending upon instrument type. Whenever possible, we prioritize the use of observable market data in our valuation processes. We use market, income and cost approaches to value our plan assets as of period end. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for additional information on our fair value methodologies and accounting policies. We have not changed our fair value techniques used to value plan assets this year.

Major Categories of Plan Assets

As of December 31, 2024, our major categories of plan assets included the following:

Cash and short-term instruments—Includes cash, trades awaiting settlement, bank deposits, short-term bills and short-term notes. Our "trades awaiting settlement" category includes payables and receivables associated with asset purchases and sales that are awaiting final cash settlement as of year end due to the use of trade date accounting for our pension plans assets. These payables normally settle within a few business days of the purchase or sale of the respective asset. We include these items in Level 1 of this hierarchy, as the values are derived from quoted prices in active markets. Short-term instruments are included in Level 2 of the fair value hierarchy as these are highly liquid instruments that are valued using observable inputs, but their asset values are not publicly quoted.
Debt securities—Includes various government and corporate fixed income securities, interest and inflation-linked assets such as bonds and swaps, collateralized securities and other debt securities. The majority of the plans' fixed income assets trade on "over the counter" exchanges, which provides observable inputs that are the primary data used to determine each individual investment's fair value. We also use independent pricing vendors, as well as matrix pricing techniques. Matrix pricing uses observable data from other similar investments as the primary input to determine the individual security's fair value. Government and corporate fixed income securities are generally classified as Level 2 in the fair value hierarchy as they are valued using observable inputs. Assets included in our collateralized securities include mortgage backed securities and collateralized mortgage obligations, which are considered Level 3 due to the use of the significant unobservable inputs in deriving these assets' fair values.
Annuities and longevity swap—Includes assets to mitigate risks of certain plans including buy-in annuities and longevity swap insurance contracts. Non-participating annuity buy-in insurance policies are purchased to mitigate volatility in cash flows associated with a portion of covered plan members. The fair value of non-participating contracts fluctuate based on changes in the obligation associated with covered plan members. The longevity swap insurance contract alleviates risk from fluctuations in estimated life expectancy of covered participants. The fair value of the longevity swap insurance contract is calculated by taking the present value of the expected cash flows from the floating leg on a prevailing market best estimate of mortality, including market views of fees, less the present value of the fixed leg payments that the plan is required to make under the contract including the contractual fees. The prevailing market best estimate of mortality is determined based on the effect of actual plan mortality experience of covered participants, a revised view on future improvements in mortality rates and a view on how risk fees have changed for this type of contract since inception. These values are considered Level 3 due to the use of the significant unobservable inputs used in deriving the asset's fair value.
Other—Includes repurchase agreements, recoverable taxes for taxes paid and awaiting reclaim due to the tax exempt nature of the pension plan and private equity. Repurchase agreements are agreements where our plan has created an asset exposure using borrowed assets, creating a repurchase agreement liability, to facilitate the trade. The assets associated with the repurchase agreement are included in the other category in the fair value hierarchy, and the corresponding repurchase agreement liability is classified as Level 1 in the hierarchy, as the liability is valued using quoted prices in active markets. When determining the presentation of our target and asset allocations for repurchase agreements, we are viewing the asset type, as opposed to the investment vehicle, and accordingly include the associated assets within fixed income, specifically interest and inflation linked assets. We include recoverable tax items in Level 1 of this hierarchy, as these are cash receivables and the values are derived from quoted prices in active markets. Private equity is included in Level 3 as the values are based upon the use of unobservable inputs.
NAV per share practical expedient—Includes our debt funds, equity funds, hedge funds, real estate fund holdings and private equity funds. The market values for these funds are based on the net asset values multiplied by the number of shares owned.

Fair Value Hierarchy

The following presents our fair value hierarchy for our defined benefit pension plan assets excluding investments using the NAV per share practical expedient (in millions):


			Fair value measurements as of December 31, 2024
	Total as of December 31, 2024		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Cash and cash equivalents
Cash	$	42.6	$	42.6	$	—	$	—

Bank deposits, short-term bills and notes	40.5		—		40.5		—
Debt
Government debt securities	290.6		—		290.6		—

Interest and inflation linked assets	415.0		—		402.7		12.3





Annuities and longevity swap
Buy-in annuities and longevity swap	373.6		—		—		373.6
Other

Repurchase agreements	(244.2)		(244.2)		—		—
Recoverable taxes	0.1		0.1		—		—

Private equity	5.7		—		—		5.7
Total fair value of investments excluding NAV per share practical expedient	$	923.9	$	(201.5)	$	733.8	$	391.6

The following presents our total fair value of plan assets including the NAV per share practical expedient for our defined benefit pension plan assets:


	Total as of December 31, 2024
	(In millions)
Fair value of investments excluding NAV per share practical expedient	$	923.9
Fair value of investments using NAV per share practical expedient
Debt funds	1,266.2
Equity funds	175.7
Real estate funds	82.3

Private equity funds	28.8
Hedge funds	250.5
Total fair value of plan assets	$	2,727.4

The following presents our fair value hierarchy for our defined benefit pension plan assets excluding investments using the NAV per share practical expedient (in millions):


			Fair value measurements as of December 31, 2023
	Total as of December 31, 2023		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Cash and cash equivalents
Cash	$	39.5	$	39.5	$	—	$	—

Bank deposits, short-term bills and notes	26.4		—		26.4		—
Debt
Government debt securities	452.3		—		452.3		—
Corporate debt securities	119.3		—		119.3		—
Interest and inflation linked assets	629.9		—		616.0		13.9
Collateralized debt securities	0.3		—		—		0.3
Annuities and longevity swap
Buy-in annuities and longevity swap	449.8		—		—		449.8
Other

Repurchase agreements	(285.8)		(285.8)		—		—
Recoverable taxes	0.2		0.2		—		—
Private equity	10.6		—		—		10.6

Total fair value of investments excluding NAV per share practical expedient	$	1,442.5	$	(246.1)	$	1,214.0	$	474.6

The following presents our fair value hierarchy including the NAV per share practical expedient for our defined benefit pension plan assets:


	Total as of December 31, 2023
	(In millions)
Fair value of investments excluding NAV per share practical expedient	$	1,442.5
Fair value of investments using NAV per share practical expedient
Debt funds	1,263.9
Equity funds	260.7
Real estate funds	126.3
Private equity funds	37.8
Hedge funds	265.7
Total fair value of plan assets	$	3,396.9

Fair Value: Level Three Rollforward

The following presents our Level 3 Rollforward for our defined pension plan assets excluding investments using the NAV per share practical expedient.


	Amount
	(In millions)
Balance as of December 31, 2022	$	487.0
Total gain or loss (realized/unrealized)
Realized gain (loss)	—
Unrealized gain (loss) included in AOCI	(34.2)
Purchases, issuances, settlements	(2.7)
Foreign exchange translation (loss) gain	24.5
Balance as of December 31, 2023	$	474.6
Total gain or loss (realized/unrealized)
Realized gain (loss)	1.2
Unrealized gain (loss) included in AOCI	(70.8)
Purchases, issuances, settlements	(5.4)

Foreign exchange translation (loss) gain	(8.0)
Balance as of December 31, 2024	$	391.6

Expected Cash Flows

Defined benefit pension plan contributions in future years will vary based on a number of factors, including actual plan asset returns and interest rates. We fund pension plans to meet the requirements set forth in applicable employee benefits laws. We took and continue to take steps to reduce our exposure to our pension obligations. Such steps include the closure of the U.K. and U.S. pension plans to future earnings of service credit, benefit modifications in certain Canada plans and the entering into of buy-in and buy-out contracts for certain plans. We may also voluntarily increase funding levels to meet financial goals. Our U.K. pension plan is subject to a statutory valuation for funding purposes every three years. The most recent valuation as of June 30, 2022, indicated that the plan does not have a funding deficit relative to the plan's statutory funding objective, and therefore, no MCBC contributions are currently required.

For the year ended December 31, 2025, we expect to make contributions to our defined benefit pension plans of approximately $4 million and benefit payments under our OPEB plans of approximately $38 million based on foreign exchange rates as of December 31, 2024. 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. Plan funding strategies are influenced by employee benefits, tax laws and plan governance documents.

Expected future benefit payments for defined benefit pension and OPEB plans for the next ten years, based on foreign exchange rates as of December 31, 2024, are as follows:


Expected benefit payments	Pension		OPEB
	(In millions)
2025	$	206.9	$	37.6
2026	194.6		37.4
2027	194.8		37.3
2028	196.0		37.2
2029	197.6		36.8
2030-2034	1,008.2		178.5

Defined Contribution Plans

We offer defined contribution plans for the majority of our U.S., Canadian and U.K. employees. The investment strategy for defined contribution plans are determined by each individual participant from the options we have made available as the plan sponsor. U.S. non-union employees are eligible to participate in qualified defined contribution plans which provide for employer contributions ranging from 5% to 11% of eligible compensation (certain employees were also eligible for additional employer contributions). In addition, U.S. union employees are eligible to participate in a qualified defined contribution plan which provides for employer contributions based on factors associated with various collective bargaining agreements. The employer contributions to the U.K. plans can range up to 10% of employee compensation and in Canada plans range from 4% to 10%. Both employee and employer contributions are made in cash in accordance with participant investment elections.

We recognized costs associated with defined contribution plans of $89.6 million, $76.8 million and $73.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

In addition, we have other deferred compensation and nonqualified defined contribution plans. We have voluntarily funded these liabilities through rabbi trusts. These assets are invested in publicly traded mutual funds whose performance is expected to closely match changes in the plan liabilities. As of December 31, 2024 and December 31, 2023, the plan liabilities were equal to the plan assets and were included in other liabilities and other assets on our consolidated balance sheets, respectively.

12. Income Tax

Our income (loss) before income taxes on which the provision for income taxes was computed was as follows:


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Domestic	$	1,398.3	$	1,486.0	$	228.4
Foreign	104.7		(233.5)		(290.9)
Total	$	1,503.0	$	1,252.5	$	(62.5)

The components of the provision for income taxes were as follows:


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Current
Federal	$	152.1	$	200.7	$	146.1
State	21.2		22.1		22.3
Foreign	54.5		37.3		(17.2)
Total current tax (benefit) expense	$	227.8	$	260.1	$	151.2
Deferred
Federal	$	109.7	$	75.0	$	56.4
State	13.3		27.8		(26.2)
Foreign	(5.5)		(66.8)		(57.4)
Total deferred tax (benefit) expense	$	117.5	$	36.0	$	(27.2)
Total income tax (benefit) expense	$	345.3	$	296.1	$	124.0

A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate was as follows:


	For the years ended
	December 31, 2024				December 31, 2023				December 31, 2022
	($ in millions)
Statutory federal income tax rate	21.0	%	$	315.7	21.0	%	$	263.0	21.0	%	$	(13.1)
State income taxes, net of federal benefits	1.3	%	19.0		2.4	%	30.6		6.1	%	(3.8)
Effect of foreign tax rates	(1.2)	%	(17.9)		(2.4)	%	(30.5)		92.6	%	(57.9)
Effect of foreign tax law and rate changes	(0.1)	%	(1.0)		0.9	%	11.5		(0.8)	%	0.5
Effect of unrecognized tax benefits	0.7	%	11.3		0.8	%	9.5		(20.5)	%	12.8
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
Other, net	0.2	%	1.8		0.7	%	9.5		(10.9)	%	6.9
Effective tax rate / Tax (benefit) expense	23.0	%	$	345.3	23.6	%	$	296.1	(198.4)	%	$	124.0

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. Specifically, the statutory income tax rates in the countries in Europe in which we operate range from 9% to 25.8%, and Canada has a combined federal and provincial statutory income tax rate of approximately 26%.


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Deferred tax assets
Compensation-related obligations	$	47.1	$	43.2
Pension and postretirement benefits	14.2		23.7



Tax credit carryforwards	37.8		36.0
Tax loss carryforwards	305.3		312.8


Accrued liabilities and other	216.4		202.5

Valuation allowance	(79.9)		(61.9)
Deferred tax assets	$	540.9	$	556.3
Deferred tax liabilities
Fixed assets	348.6		354.9
Partnerships and investments	44.9		38.7

Intangible assets	2,738.3		2,679.9
Derivative instruments	42.3		12.2
Accrued liabilities and other	13.4		—
Deferred tax liabilities	$	3,187.5	$	3,085.7
Net deferred tax liabilities	$	2,646.6	$	2,529.4

Our deferred tax valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on tax loss carryforwards from operations in various jurisdictions. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that the deferred tax assets will not be realized. We have evaluated the realizability of our deferred tax assets in each jurisdiction by assessing the adequacy of expected taxable income, including the reversal of existing temporary differences, historical and projected operating results and the availability of prudent and feasible tax planning strategies. 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. tax loss and credit carryforwards that expire between 2025 and 2044 of $90.6 million and U.S. tax losses that may be carried forward indefinitely of $14.0 million. We have foreign tax loss and credit carryforwards that expire between 2025 and 2044 of $189.5 million and foreign tax losses that may be carried forward indefinitely of $40.2 million.

The following table presents our net deferred tax liabilities as of December 31, 2024 and December 31, 2023.


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Domestic deferred tax liabilities	$	2,184.0	$	2,029.7
Foreign deferred tax assets	38.6		123.7
Foreign deferred tax liabilities	501.2		623.4
Net deferred tax liabilities	$	2,646.6	$	2,529.4

The total foreign deferred tax assets above are presented within other assets on the consolidated balance sheets and domestic and foreign deferred tax liabilities above are presented within deferred tax liabilities on the consolidated balance sheets. The deferred tax liability amounts as of December 31, 2024 and December 31, 2023 excluded $48.2 million and $44.1 million, respectively, of unrecognized tax benefits that have been recorded as a reduction of deferred tax assets, which was presented within deferred tax liabilities due to jurisdictional netting on the consolidated balance sheets.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, was as follows.


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Balance at beginning of year	$	48.9	$	39.3	$	28.0
Additions for tax positions related to the current year	23.7		12.9		15.9
Additions for tax positions of prior years	0.8		0.8		1.9
Reductions for tax positions related to the current year	(10.7)		(2.0)		—
Reductions for tax positions of prior years	(0.9)		(1.7)		—
Settlements	(0.9)		—		(3.7)
Release due to statute expirations	(1.7)		(0.7)		(1.3)
Foreign currency adjustment	(0.7)		0.3		(1.5)
Balance at end of year	$	58.5	$	48.9	$	39.3

Our remaining unrecognized tax benefits as of December 31, 2024, related to tax years that were open to examination. As of December 31, 2024 and December 31, 2023, we had remaining unrecognized tax benefits recorded within other liabilities in our consolidated balance sheets of $11.6 million and $5.0 million, respectively. The remaining balance of our unrecognized tax benefits was recorded within deferred tax liabilities in our consolidated balance sheets. Annual tax provisions included amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. 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. 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 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.

When cash is available after satisfying working capital needs and all other business obligations, we may distribute current earnings and the associated cash from a foreign subsidiary to its U.S. parent, and record the tax impact associated with the distribution. However, to the extent current earnings of our foreign operations exist and are not otherwise distributed or planned to be distributed, such earnings accumulate. These accumulated earnings are not considered permanently reinvested in our foreign operations. The taxes associated with any future repatriation of undistributed earnings are anticipated to be insignificant.

13. Commitments and Contingencies

Letters of Credit

As of December 31, 2024, we had $45 million outstanding in letters of credit with financial institutions. These letters primarily expire throughout 2025 and $12 million of the letters contain a feature that automatically renews the letter for an additional year if no cancellation notice is submitted. These letters of credit are being maintained as security for deferred compensation payments, reimbursements to insurance companies, reimbursements to the trustee for pension payments, deductibles or retention payments made on our behalf, various payments due to governmental agencies, operations of underground storage tanks and other general business purposes and are not included on our consolidated balance sheets.

Guarantees and Indemnities

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. As of December 31, 2024 and December 31, 2023, the consolidated balance sheets include liabilities related to these guarantees of $34.2 million and $36.9 million, respectively. See Note 3, "Investments" for further detail.

Kaiser

In 2006, we sold our entire equity interest in our Brazilian unit, Cervejarias Kaiser Brasil S.A. ("Kaiser") to FEMSA Cerveza S.A. de C.V. ("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 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 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. 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. 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 recorded within other non-operating income (expense), net.

Purchase Obligations

We have various long-term supply contracts and distribution agreements with unaffiliated third parties and our joint venture partners to purchase materials used in production and packaging and to provide distribution services. Certain supply contracts provide that we purchase certain minimum levels of materials throughout the terms of the contracts. Additionally, we have various long-term non-cancelable commitments for advertising, sponsorships and promotions, including marketing at sports arenas, stadiums and other venues and events.

The future aggregate minimum required commitments under these purchase obligations are shown in the table below based on foreign exchange rates as of December 31, 2024. The amounts in the table do not represent all anticipated payments under long-term contracts. Rather, they represent unconditional, non-cancelable purchase commitments under contracts with remaining terms greater than one year.


Year	Supply and Distribution		Advertising and Promotions
	(In millions)
2025	$	132.6	$	200.5
2026	192.8		163.4
2027	87.9		109.4
2028	94.5		88.1
2029	89.7		100.1
Thereafter	265.3		72.5
Total	$	862.8	$	734.0

Total purchases under our long-term unconditional, non-cancellable supply and distribution contracts were approximately $0.4 billion, during each of the years ended December 31, 2024, 2023 and 2022.

Litigation, Other Disputes and Environmental

Related to litigation, other disputes and environmental issues, we had an aggregate accrued contingent liability of $71.1 million and $70.2 million as of December 31, 2024 and December 31, 2023, respectively. While we cannot predict the eventual aggregate cost for litigation, other disputes and environmental matters in which we are currently involved, we believe adequate reserves have been provided for losses that are probable and estimable. Additionally, as noted below, there are certain loss contingencies that we deem reasonably possible for which a range of loss is not estimable at this time; for all other matters, we believe that any reasonably possible losses in excess of the amounts accrued are immaterial to our consolidated financial statements.

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

On February 12, 2018, Stone Brewing Company filed a trademark infringement lawsuit in federal court in the Southern District of California against Molson Coors Beverage Company USA LLC ("MCBC USA"), a wholly owned subsidiary of our Company, alleging that the Keystone brand had “rebranded” itself as “Stone” and was marketing itself in a manner confusingly similar to Stone Brewing Company's registered Stone trademark. Stone Brewing Company sought treble damages and disgorgement of MCBC USA's profit from Keystone sales. MCBC USA subsequently filed an answer and counterclaims against Stone Brewing Company. On May 31, 2018, Stone Brewing Company filed a motion to dismiss MCBC USA's counterclaims and for a preliminary injunction seeking to bar MCBC USA from continuing to use “STONE” on Keystone Light cans and related marketing materials. In March 2019, the court denied Stone Brewing Company’s motion for preliminary injunction and its motion to dismiss MCBC USA's counterclaims. The jury trial began on March 7, 2022. The jury returned a verdict in which it concluded that trademark infringement had occurred and awarded Stone Brewing Company $56.0 million in damages. The jury also found that no "willful" trademark infringement had occurred. The trial court subsequently denied Stone Brewing Company’s motion for permanent injunction, motion for disgorgement of profits and motion for treble damages. Judgment was entered on September 8, 2022. Both parties filed post-trial motions, including MCBC USA’s renewed motion for judgment as a matter of law or, in the alternative, a new trial and/or remittitur and Stone Brewing Company’s motion for partial new trial of equitable issues. The court 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, 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 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

When we determine it is probable that a liability for environmental matters or other legal actions exists and the amount of the loss is reasonably estimable, an estimate of the future costs is recorded as a liability in the financial statements. Costs that extend the life, increase the capacity or improve the safety or efficiency of our assets or are incurred to mitigate or prevent future environmental contamination may be capitalized. Other environmental costs are expensed when incurred. Total environmental expenditures recognized for the years ended December 31, 2024, 2023 and 2022 were immaterial to our consolidated statements of operations.

Americas

Our Canada brewing operations are subject to provincial environmental regulations and local permit requirements. Our Longueuil, Chilliwack and Toronto breweries have water treatment facilities to pre-treat wastewater before it goes to the respective local governmental facility for final treatment. We have environmental programs in Canada including organization, monitoring and verification, regulatory compliance, reporting, education and training and corrective action.

In Canada, we sold a chemical specialties business in 1996. We are still responsible for certain aspects of environmental remediation, undertaken or planned, at those chemical specialties business locations. We have established provisions for the costs of these remediation programs.

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. We cannot predict with certainty the total costs of cleanup, our share of the total cost, the extent to which contributions will be available from other parties, the amount of time necessary to complete the cleanups or insurance coverage.

Lowry

We are one of a number of entities named by the Environmental Protection Agency ("EPA") as a PRP at the Lowry Superfund site in Colorado. This landfill is owned by the City and County of Denver ("Denver") and is managed by Waste Management of Colorado, Inc. ("Waste Management"). In 1990, we recorded a pretax charge of $30 million, a portion of which was put into a trust in 1993 as part of a settlement with Denver and Waste Management regarding the then-outstanding litigation. Our settlement was based on an assumed remediation cost of $120 million (in 1992 adjusted dollars). We are obligated to pay a portion of future costs in excess of that amount.

Waste Management provides us with updated annual cost estimates through 2032. We review these cost estimates in the assessment of our accrual related to this issue. Our expected liability is based on our best estimates available.

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. 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.

Considering the estimates extend through the year 2032 and the related uncertainties at the site, including what additional remedial actions may be required by the EPA, new technologies and what costs we are required to cover, the estimate of our liability may change as further facts develop. We cannot predict the amount of any such change, but additional accruals in the future are possible.

Other

In prior years, we were notified by the EPA and certain state environmental divisions that we are a PRP, along with other parties, at the East Rutherford and Berry's Creek sites in New Jersey and the Chamblee site in Georgia. Certain former non-beer business operations, which we discontinued use of and subsequently sold, were involved at these sites. Potential losses associated with these sites could increase as remediation planning progresses.

We are aware of groundwater contamination at some of our properties in Colorado resulting from historical, ongoing or nearby activities. There may also be other contamination of which we are currently unaware.

EMEA&APAC

We are subject to the requirements of governmental and local environmental and occupational health and safety laws and regulations within each of the countries in which we operate. Compliance with these laws and regulations did not materially affect our 2024 capital expenditures, results of operations or our financial or competitive position, and we do not currently anticipate that they will do so in 2025.

14. Stockholders' Equity

Changes to the number of shares of capital stock outstanding were as follows:


	Common stock outstanding		Exchangeable shares outstanding
	Class A	Class B	Class A	Class B
	(Share amounts in millions)
Balance as of December 31, 2021	2.6	200.6	2.7	11.1
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
Shares issued under equity compensation plans	—	0.4	—	—
Purchase of treasury shares	—	(3.4)	—	—
Shares exchanged for common stock	—	1.6	—	(1.6)

Balance as of December 31, 2023	2.6	198.6	2.7	9.4
Shares issued under equity compensation plans	—	0.8	—	—
Purchase of treasury shares	—	(10.9)	—	—
Shares exchanged for common stock	—	2.2	—	(2.2)

Balance as of December 31, 2024	2.6	190.7	2.7	7.2

Exchangeable Shares

The Class A exchangeable shares and Class B exchangeable shares were issued by Molson Coors Canada Inc., a wholly-owned subsidiary of our Company. The exchangeable shares are substantially the economic equivalent of the corresponding shares of Class A and Class B common stock that a Molson Inc. shareholder would have received in the merger of Adolph Coors Company with Molson Inc. in February 2005, if the holder had elected to receive shares of Molson Coors common stock. Exchangeable shareholders receive the CAD equivalent of dividends declared on Class A and B common stock on the date of declaration. Holders of exchangeable shares also receive, through a voting trust, the benefit of Molson Coors voting rights, entitling the holder to one vote on the same basis and in the same circumstances as one corresponding share of Molson Coors common stock.

Voting Rights

Each holder of record of Class A common stock, Class B common stock, Class A exchangeable shares and Class B exchangeable shares is entitled to one vote for each share held, without the ability to cumulate votes on the election of directors. Our Class B common stock has fewer voting rights than our Class A common stock and holders of our Class A common stock have the ability to effectively control or have a significant influence over company actions requiring stockholder approval. Specifically, holders of Class B common stock voting together as a single class have the right to elect three directors of the Molson Coors Board of Directors, as well as the right to vote on certain additional matters as outlined in the Restated Certificate of Incorporation (as amended, the "Certificate"), such as merger agreements that require approval under applicable law, sales of all or substantially all of our assets to unaffiliated third parties, proposals to dissolve MCBC, and certain amendments to the Certificate that require approval under applicable law, each as further described and limited by the Certificate. The Certificate also provides that holders of Class A common stock and Class B common stock shall vote together as a single class, on an advisory basis, on any proposal to approve the compensation of MCBC's named executive officers.

Conversion Rights

The Certificate provides for the right of holders of Class A common stock to convert their stock into Class B common stock on a one-for-one basis at any time. The exchangeable shares are exchangeable at any time, at the option of the holder on a one-for-one basis for corresponding shares of Molson Coors common stock. Therefore, a portion of our authorized and unissued Class A and Class B common shares are reserved to meet exchange requirements.

Share Repurchase Program

On September 29, 2023, our Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of $2.0 billion of our Company's Class B common stock excluding brokerage commissions and excise taxes, with an expected program term of five years. This repurchase program replaces and supersedes any repurchase program previously approved by our Board, including the program approved during the first quarter of 2022. The number, price, structure and timing of the repurchases under the program, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements and other factors. Share repurchases may be made in the open market, in structured transactions, or in privately negotiated transactions. The repurchase authorization does not oblige us to acquire any particular amount of our Company's Class B common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

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

15. Accumulated Other Comprehensive Income (Loss)


	MCBC stockholders' equity
	Foreign currency translation adjustments		Gain (loss) on derivative instruments		Pension and postretirement benefit adjustments		Equity method investments		Accumulated other comprehensive income (loss)
	(In millions)
As of December 31, 2021	$	(558.7)	$	(131.0)	$	(275.1)	$	(41.2)	$	(1,006.0)
Foreign currency translation adjustments	(356.1)		—		1.2		—		(354.9)
Cumulative translation adjustment reclassified from other comprehensive income (loss)(1)	12.1		—		—		—		12.1
Gain (loss) recognized on net investment hedges	53.2		—		—		—		53.2
Unrealized gain (loss) recognized on derivative instruments	—		209.7		—		—		209.7
Derivative instrument activity reclassified from other comprehensive income (loss)	—		12.9		—		—		12.9
Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss)	—		—		(78.2)		—		(78.2)
Pension and other postretirement activity reclassified from other comprehensive income (loss)	—		—		(2.1)		—		(2.1)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	—		—		—		18.7		18.7
Tax benefit (expense)	(25.7)		(59.4)		19.1		(4.9)		(70.9)


As of December 31, 2022	$	(875.2)	$	32.2	$	(335.1)	$	(27.4)	$	(1,205.5)
Foreign currency translation adjustments	113.5		—		—		—		113.5
Cumulative translation adjustment reclassified from other comprehensive income (loss)(2)	(0.7)		—		—		—		(0.7)
Gain (loss) recognized on net investment hedges	(26.5)		—		—		—		(26.5)
Unrealized gain (loss) recognized on derivative instruments	—		(3.6)		—		—		(3.6)
Derivative instrument activity reclassified from other comprehensive income (loss)	—		1.3		—		—		1.3
Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss)	—		—		(8.5)		—		(8.5)
Pension and other postretirement activity reclassified from other comprehensive income (loss)	—		—		(15.0)		—		(15.0)
Ownership share of unconsolidated subsidiaries' other comprehensive income (loss)	—		—		—		15.4		15.4
Tax benefit (expense)	10.9		0.7		5.9		(4.2)		13.3


As of December 31, 2023	$	(778.0)	$	30.6	$	(352.7)	$	(16.2)	$	(1,116.3)
Foreign currency translation adjustments	(339.9)		—		—		—		(339.9)
Cumulative translation adjustment reclassified from noncontrolling interest to accumulated other comprehensive income (loss)(3)	(3.5)		—		—		—		(3.5)

Gain (loss) recognized on net investment hedges	54.6		—		—		—		54.6
Unrealized gain (loss) recognized on derivative instruments	—		70.6		—		—		70.6
Derivative instrument activity reclassified from other comprehensive income (loss)	—		(0.3)		—		—		(0.3)
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)
Tax benefit (expense)	(20.2)		(17.3)		(3.9)		0.1		(41.3)


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

(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.

Reclassifications from AOCI


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	Reclassifications from AOCI						Locations of Reclassifications
	(In millions)
Gain/(loss) on cash flow hedges
Forward starting interest rate swaps	$	(3.4)	$	(5.2)	$	(14.3)	Interest expense, net
Foreign currency forwards	4.4		4.9		1.8		Cost of goods sold
Foreign currency forwards	(0.7)		(1.0)		(0.4)		Other non-operating income (expense), net

Total income (loss) reclassified, before tax	0.3		(1.3)		(12.9)
Income tax benefit (expense)	(0.1)		0.4		3.5
Net income (loss) reclassified, net of tax	$	0.2	$	(0.9)	$	(9.4)

Amortization of defined benefit pension and other postretirement benefit plan items
Prior service benefit (cost)	$	0.4	$	0.4	$	0.4	Other pension and postretirement benefits (costs), net
Net actuarial gain (loss) and settlement	(24.7)		14.6		1.7		Other pension and postretirement benefits (costs), net
Total income (loss) reclassified, before tax	(24.3)		15.0		2.1
Income tax benefit (expense)	6.7		(3.8)		(0.5)
Net income (loss) reclassified, net of tax	$	(17.6)	$	11.2	$	1.6

Other reclassifications from AOCI
Cumulative translation adjustment resulting from sale of disposal groups	$	—	$	0.7	$	(12.1)	Other operating income (expense), net



Net income (loss) reclassified, net of tax	$	—	$	0.7	$	(12.1)

Total income (loss) reclassified, net of tax	$	(17.4)	$	11.0	$	(19.9)

16. Share-Based Payments

We have one share-based compensation plan, the MCBC Incentive Compensation Plan (the "Incentive Compensation Plan"), as of December 31, 2024 and all outstanding awards fall under this plan.

Incentive Compensation Plan

We issue the following types of awards related to shares of Class B common stock to certain directors, officers and other eligible employees, pursuant to the Incentive Compensation Plan: RSUs, DSUs, PSUs and stock options.

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

PSU awards are granted with a target value established at the date of grant and vest upon completion of a service requirement. The settlement amount of the PSUs is determined based on market and performance metrics, which include our total shareholder return performance relative to the stock market index defined by each award and specified internal performance metrics designed to drive greater shareholder return. PSU compensation expense is based on fair values assigned to the market and performance metrics upon grant. 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.

Stock options are granted with an exercise price equal to the market value of a share of Class B common stock on the date of grant. Stock options have a term of ten years and generally vest over three years. 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.

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.


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Pre-tax share-based compensation expense	$	43.1	$	44.9	$	33.6
Tax benefit	(8.5)		(7.8)		(5.9)
After-tax share-based compensation expense	$	34.6	$	37.1	$	27.7

As of December 31, 2024, there was $58.1 million of total unrecognized compensation cost from all share-based compensation arrangements granted under the Incentive Compensation Plan related to unvested awards. This total compensation expense is expected to be recognized over a weighted-average period of 1.8 years.

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
	Units	Weighted-average grant date fair value per unit	Units	Weighted-average grant date fair value per unit
	(In millions, except per unit amounts)
Non-vested as of December 31, 2023	1.3	$51.26	0.9	$56.75
Granted	0.4	$61.89	0.2	$64.83
Vested	(0.4)	$47.01	(0.5)	$48.56
Forfeited	(0.1)	$55.06	—	$61.90
Adjustment for performance results achieved	—	$—	0.2	$54.04
Non-vested as of December 31, 2024	1.2	$56.21	0.8	$63.34

The total intrinsic values of RSUs and DSUs vested during the years ended December 31, 2024, 2023 and 2022 were $26.2 million, $22.0 million and $17.2 million, respectively.

The following table presents the activity for stock options.


	Stock options
	Awards	Weighted- average exercise price per unit	Weighted- average remaining contractual life (years)	Aggregate intrinsic value
	(In millions, except per share amounts and years)
Outstanding as of December 31, 2023	1.5	$57.25	6.1	$	11.7
Granted	0.8	$62.34
Exercised	(0.2)	$52.14
Forfeited	—	$59.49

Outstanding as of December 31, 2024	2.1	$59.39	6.8	$	6.1
Expected to vest as of December 31, 2024	0.9	$60.13	8.8	$	0.9
Exercisable as of December 31, 2024	1.1	$58.64	5.0	$	5.2

The total intrinsic values of exercises during the years ended December 31, 2024, 2023 and 2022 were $2.2 million, $2.2 million and $0.7 million, respectively. Total tax benefits realized, including excess tax benefits, from share-based awards vested or exercised during the years ended December 31, 2024, 2023 and 2022 was $11.3 million, $5.2 million and $2.9 million, respectively.

The shares of Class B common stock to be issued under our equity plans are made available from authorized and unissued MCBC Class B common stock. As of December 31, 2024, there were 2.9 million shares of MCBC Class B common stock available for issuance under the Incentive Compensation Plan.

The fair value of each stock option granted during the years ended December 31, 2024, 2023 and 2022 was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	For the years ended
	December 31, 2024	December 31, 2023	December 31, 2022
Risk-free interest rate	4.09%	4.05%	1.88%
Dividend yield	2.82%	3.04%	2.86%
Volatility range	23.35% - 31.39%	22.62% - 32.04%	30.91% - 33.85%
Weighted-average volatility	28.92%	29.69%	31.65%
Expected term (years)	6.2	5.6	5.7
Weighted-average fair value	$16.13	$13.38	$12.16

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. Expected volatility is based on a combination of historical and implied volatility of our stock. 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 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
	December 31, 2024	December 31, 2023	December 31, 2022
Risk-free interest rate	4.32%	4.42%	1.58%
Volatility range	15.88% - 66.30%	17.19% - 35.87%	22.65% - 45.30%
Weighted-average volatility	25.38%	32.58%	35.93%
Expected term (years)	2.8	2.8	2.8
Weighted-average fair market value	$64.83	$62.31	$62.98

The risk-free interest rates utilized for periods throughout the expected term of the PSUs are based on a zero-coupon U.S. Department of Treasury security yield at the time of grant. Expected volatility is based on historical volatility of our stock as well as the stock of our peer firms, as shown within the volatility range above, for a period from the grant date consistent with the expected term. The expected term of PSUs is calculated based on the grant date to the end of the performance period. No dividend yield is utilized in the model as participants are entitled to dividends earned during the vesting period of each respective award.

17. Other Operating Income (Expense), net

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


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Restructuring(1)
Employee-related charges	$	(2.6)	$	(4.1)	$	(6.0)
Asset abandonment and other restructuring costs	(104.2)		—		(3.1)
Intangible and tangible asset impairments, excluding goodwill(2)	—		(160.8)		(36.3)
Gains (losses) on disposals and other(1)(3)	41.4		2.2		6.8
Other operating income (expense), net	$	(65.4)	$	(162.7)	$	(38.6)

(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. The indefinite-lived intangible asset was measured at fair value primarily using a market approach with Level 3 inputs.

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

(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.

18. 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 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

Americas

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.

EMEA&APAC

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.

Unallocated

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

No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, 2024, 2023 or 2022.

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

The following tables present net sales and 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
	Americas		EMEA&APAC		Unallocated		Inter-segment net sales eliminations		Consolidated
	(In millions)
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
Interest expense	(1.7)		(50.9)		(230.1)		—		(282.7)
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
Income tax benefit (expense)									(345.3)
Net income (loss)									1,157.7
Net (income) loss attributable to noncontrolling interests									(35.3)
Net income (loss) attributable to MCBC									$	1,122.4


	Year ended December 31, 2023
	Americas		EMEA&APAC		Unallocated		Inter-segment net sales eliminations		Consolidated
	(In millions)
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
Interest expense	(1.4)		(4.6)		(228.0)		—		(234.0)
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
Income tax benefit (expense)									(296.1)
Net income (loss)									956.4
Net (income) loss attributable to noncontrolling interests									(7.5)
Net income (loss) attributable to MCBC									$	948.9


	Year ended December 31, 2022
	Americas		EMEA&APAC		Unallocated		Inter-segment net sales eliminations		Consolidated
	(In millions)
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)
Income tax benefit (expense)									(124.0)
Net income (loss)									(186.5)
Net (income) loss attributable to noncontrolling interests									11.2
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.


	Assets				Depreciation and amortization						Capital expenditures
	As of December 31,				For the years ended December 31,						For the years ended December 31,
	2024		2023		2024		2023		2022		2024		2023		2022
	(In millions)
Americas	$	22,706.8	$	22,753.8	$	592.9	$	514.4	$	526.9	$	487.9	$	525.8	$	483.5
EMEA&APAC	3,357.5		3,621.3		166.5		168.4		157.9		186.2		145.7		177.9
Consolidated	$	26,064.3	$	26,375.1	$	759.4	$	682.8	$	684.8	$	674.1	$	671.5	$	661.4

The following table presents net sales by geography based on the location of the customer.


	For the years ended
	December 31, 2024		December 31, 2023		December 31, 2022
	(In millions)
Net sales to unaffiliated customers
United States and its territories	$	7,823.0	$	8,059.6	$	7,405.6
Canada	1,278.3		1,224.0		1,165.3
United Kingdom	1,372.7		1,313.7		1,166.3
Other countries(1)	1,153.0		1,104.8		963.8
Consolidated net sales	$	11,627.0	$	11,702.1	$	10,701.0

(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 property, plant and equipment, net.


	As of
	December 31, 2024		December 31, 2023
	(In millions)
Property, plant and equipment, net and operating ROU assets
United States and its territories	$	2,850.2	$	2,720.2
Canada	874.9		1,002.9
United Kingdom	450.8		414.1
Other countries(1)	473.5		508.0
Consolidated property, plant and equipment, net and operating ROU assets	$	4,649.4	$	4,645.2

(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.

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