|
|
|
|
|
|
|
|
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, 2023.
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.
Subsequent Events
On February 13, 2024, our Company's Board of Directors declared a quarterly dividend of $ per share, to be paid on March 15, 2024, to shareholders of Class A and Class B common stock of record on March 1, 2024. Shareholders of exchangeable shares will receive the CAD equivalent of dividends declared on Class A and Class B common stock.
2.
3.
million and $ million recorded as of December 31, 2023 and December 31, 2022, respectively, which is presented within accounts payable and other current liabilities on the consolidated balance sheets and represents our proportionate share of the outstanding balance of these debt instruments. 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 % ownership interest in BRI. BRI charges the brewers service fees that are designed so the entity operates on a cash neutral basis. This service fee is based on costs incurred, net of other revenues earned, and is allocated in accordance with the operating agreement to its owners based on volume of products sold in the Ontario market. Based on the existing structure, control is shared, and we do not anticipate becoming the primary beneficiary in the foreseeable future.
See "Affiliate Transactions" below for BRI affiliate due to and due from balances as of December 31, 2023 and December 31, 2022, respectively, related to trade receivables and payables for sales to external customers and costs incurred by BRI offset by administrative fees charged and paid by MCBC (which may be in a payable or receivable position depending on the amount under or over charged).
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 owners share equal voting control of this business. We hold a % 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. See "Affiliate Transactions" section below for BDL affiliate due to and due from balances as of December 31, 2023 and December 31, 2022, respectively, related to trade receivables and payables for sales to external customers and costs incurred by BDL offset by administrative fees charged and paid by MCBC (which may be in a payable or receivable position depending on the amount under or over charged).
%, on a fully diluted basis. This increase in ownership resulted in the transition of accounting for our investment from the fair value method under ASC 321 to equity method investment accounting under ASC 323 on a prospective basis and the cash outflow associated with the investment is reflected within Other in the Investing activities section of the consolidated statements of cash flows. Subsequent to the increase in our investment, the carrying value of our recorded ownership investment exceeded our ratable portion of underlying equity in the net assets of ZOA, and this basis difference was fully allocated to equity method goodwill. In addition, under our agreement, we hold an option to purchase incremental shares to increase our ownership to over % starting September 2024 for a -day period thereafter. Furthermore, we have an agreement to distribute ZOA’s products in certain channels in the U.S.Other
TYC, a joint venture equally owned by MCBC and DGY West was formed to expand the commercialization of Yuengling's brands for new market expansion outside of Yuengling's original -state footprint and New England in the U.S. During the third quarter of 2021, TYC commenced retail operations with its first product sales in the state of Texas and in 2023, TYC expanded into new markets consisting of Kansas, Oklahoma and Missouri. We concluded that TYC is a VIE for which we are not the primary beneficiary and therefore is accounted for as an equity method investment.
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 $ million and $ million as of December 31, 2023 and December 31, 2022, 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, 2023 or December 31, 2022, for any of these companies. We consider each of our equity method investments to be affiliates.
Affiliate Transactions
| | $ | | | | $ | | | | $ | () | |
| BDL | | | | | | | | | | | |
| Other | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
Consolidated VIEs
Rocky Mountain Metal Container
RMMC, a Colorado limited liability company, is a joint venture with Ball Corporation in which we hold a % 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"), the tax consequences flow to the joint venture partners.
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 % 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 an LLC, the tax consequences flow to the joint venture partners.
Cobra U.K.
We hold a % interest in Cobra U.K., which owns the worldwide rights to the Cobra beer brand (with the exception of the Indian sub-continent, owned by Cobra India). The noncontrolling interest is held by the founder of the Cobra beer brand. We consolidate the results and financial position of Cobra U.K., and it is reported within our EMEA&APAC segment.
% controlling interest in Truss LP ("Truss") to Tilray Brands for an immaterial amount and recognized a loss of $ million within other operating income (expense), net in our consolidated statement of operations upon deconsolidation of the business. Earlier in the year, on June 22, 2023, HEXO Corp, our joint venture partner in Truss, was acquired by Tilray Brands and this transaction had no impact on Molson Coors' ownership in the joint venture or on our consolidated results. Prior to the sale of our controlling interest, Truss was recorded as a consolidated VIE in the comparative periods presented. | | $ | | | | $ | | | | $ | | | | Other | $ | | | | $ | | | | $ | | | | $ | | |
As of December 31, 2023, for RMMC/RMBC, $ million and $ million were recorded in inventories, net and property, plant and equipment, net, respectively, on the consolidated balance sheets. As of December 31, 2022, for RMMC/RMBC, $ million and $ million were recorded in inventories, net and property, plant and equipment, net, respectively on the consolidated balance sheets.
4.
| | $ | | | | Work in process | | | | | |
| Raw materials | | | | | |
| Packaging materials | | | | | |
Inventories, net | $ | | | | $ | | |
5.
| | $ | | | | Buildings and improvements | | | | | |
| Production and office equipment | | | | | |
| Software | | | | | |
| Construction in progress | | | | | |
| Other | | | | | |
| Total property, plant and equipment cost | | | | | |
| Less: accumulated depreciation | () | | | () | |
| Property, plant and equipment, net | $ | | | | $ | | |
million, $ million and $ million in the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively.
6.
| | $ | | | | $ | | | | | | | | |
| Impairments | () | | | | | | () | |
| Foreign currency translation, net | () | | | | | | () | |
| Balance as of December 31, 2022 | $ | | | | $ | | | | $ | | |
| | | | | |
Acquisition(2) | | | | | | | | |
| Foreign currency translation, net | | | | | | | | |
| Balance as of December 31, 2023 | $ | | | | $ | | | | $ | | |
(1)Accumulated impairment losses for the Americas segment was $ million as of December 31, 2023 and December 31, 2022. The EMEA&APAC goodwill balance was fully impaired during the year ended December 31, 2020 with an accumulated impairment loss of $ million.
- | $ | | | | $ | () | | | $ | | | | License agreements and distribution rights | - | | | | | () | | | | |
| Other | - | | | | | () | | | | |
| Intangible assets not subject to amortization | | | | | | | |
| Brands | Indefinite | | | | | — | | | | |
| Distribution networks | Indefinite | | | | | — | | | | |
| Other | Indefinite | | | | | — | | | | |
| Total | | | $ | | | | $ | () | | | $ | | |
The following table presents details of our intangible assets, other than goodwill, as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Useful life | | Gross | | Accumulated
amortization | | Net |
| | (Years) | | (In millions) |
| Intangible assets subject to amortization | | | | | | | |
| Brands | - | | $ | | | | $ | () | | | $ | | |
| License agreements and distribution rights | - | | | | | () | | | | |
| Other | - | | | | | () | | | | |
| Intangible assets not subject to amortization | | | | | | | |
| Brands | Indefinite | | | | | — | | | | |
| Distribution networks | Indefinite | | | | | — | | | | |
| Other | Indefinite | | | | | — | | | | |
| Total | | | $ | | | | $ | () | | | $ | | |
| | 2025 | | $ | | |
| 2026 | | $ | | |
| 2027 | | $ | | |
| 2028 | | $ | | |
Amortization expense of intangible assets was $ million, $ million and $ million for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively. This expense was primarily presented within MG&A in our consolidated statements of operations.
Annual 2023 Impairment Assessment
We completed our required annual goodwill and indefinite-lived intangible asset impairment testing as of October 1, 2023, the first day of our fourth quarter, using a combination of a discounted cash flow analysis and market approach in the determination of fair value and concluded that the fair value of the Americas reporting unit was in excess of its carrying value by slightly less than % and therefore goodwill impairment charge was recorded.
The fair value of the Americas reporting unit increased during the current year and was largely impacted by shifts in consumer preferences in the U.S. market towards our core brands leading to increased volume and share, paired with pricing increases put in place starting in late 2022 as well as lower than previously expected inflation rates. This is partially offset by an increase to the discount rate as a result of the recent rising interest rate environment. Specifically, the discount rate used in developing our annual fair value estimates for the Americas reporting unit in the current year was % based on market-specific factors, primarily the recent interest rate environment, as compared to % used as of the October 1, 2022 annual testing date.
Due to the current amount by which the Americas reporting unit fair value exceeds its carrying value, the reporting unit continues to be at a heightened risk of future impairment. We continue to focus on growing our core power brand net sales, aggressively premiumizing our portfolio and scaling and expanding beyond beer. While progress has been made on these strategies over recent years, including the strengthening of our core brands, the growth targets included in management’s forecasted future cash flows are inherently at risk given that the strategies are still in progress. These growth targets have been aligned with current expectations of the beer industry environment and broader macroeconomic conditions such as cost inflation for certain inputs, which could continue to put pressure on achieving key margin and cash flow projections into the future. Additionally, the fair value determinations are sensitive to changes in forecasted cash flows, macroeconomic conditions, market multiples or discount rates that could negatively impact future analyses, including the ongoing impacts of cost inflation, further increases to interest rates, and other external industry factors impacting our business. 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, 2023 testing date, the carrying value of the Staropramen family of brands in EMEA&APAC was determined to be in excess of its fair value such that an impairment loss of $ million was recorded within other non-operating income (expense), net. As this is a partial impairment, the intangible asset is considered to be at a heightened risk of future impairment, and the carrying value of the brand was $ million as of December 31, 2023. The decline in the fair value in the current year was impacted by reductions in management forecasts due to delays and changes in strategic priorities for expansion and distribution of the brand in certain export and license markets, increased optionality for consumers in the premium sector in key markets, and reduced demand in Central and Eastern Europe due to cost inflation pressures on consumers as well as macroeconomic factors including an increase to the discount rate as a result of the recent rising interest rate environment. The discount rate used in developing our annual fair value estimates for the Staropramen family of brands in the current year was % based on company-specific and market-specific factors, as compared to % used as of the October 1, 2022 annual testing date.
% as of the annual testing date.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 or increase in costs driven by inflation or other factors that could significantly impact our immediate and long range results, a prolonged weakness in consumer demand or other competitive pressures adversely affecting our long-term volume trends, changes in trends and consumer preferences within the industry towards other brands or product categories, unfavorable working capital changes and an inability to successfully achieve our cost savings targets, (ii) adverse changes in macroeconomic conditions or an economic recovery that significantly differs from our assumptions in timing and/or degree (such as a global pandemic or recession), (iii) significant unfavorable changes in tax rates, (iv) volatility in the equity and debt markets or other country specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages.
Based on known facts and circumstances, we evaluate and consider recent events and uncertain items, as well as related potential implications, as part of our annual assessment and incorporate them into the analyses as appropriate. These facts and circumstances are subject to change and may impact future analyses. 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 2022 Impairment Assessment
We completed our required annual goodwill and indefinite-lived intangible asset impairment analysis as of October 1, 2022 and concluded that the carrying value of the Americas reporting unit was in excess of its fair value amount such that an impairment loss of $ million was recorded to the "Goodwill impairment" line item on the consolidated statements of operations. The decline in the fair value of the Americas reporting unit was largely impacted by macroeconomic factors including an increase to the discount rate as a result of the recent rising interest rate environment as well as reductions in management forecasts and expectations due primarily to cost inflation pressures and a softening beer market in certain markets in which we operate.
In conjunction with the annual 2022 goodwill impairment analysis, we also evaluated the indefinite-lived and definite-lived intangible assets within our Americas and EMEA&APAC reporting units and concluded no impairments were required for our indefinite-lived assets or definite-lived intangible assets.
Definite-Lived Intangible Assets and Other Long-Lived Assets
Regarding definite-lived assets, we continuously monitor the performance of the underlying assets for potential triggering events suggesting an impairment review should be performed.
million, of which $ million was attributable to the noncontrolling interest. The asset group was measured at fair value primarily using a market approach with Level 3 inputs. See Note 17, "Other Operating Income (Expense), net" for further details on impairment losses recorded. No other material triggering events were identified in either the year ended December 31, 2023 or 2022 related to definite-lived intangible assets or other long-lived assets.
7.
| | $ | | | | Accrued compensation | | | | | |
| Accrued excise and other non-income related taxes | | | | | |
| Accrued interest | | | | | |
| Returnable container deposit liabilities | | | | | |
Operating lease liabilities | | | | | |
Other(1) | | | | | |
| Accounts payable and other current liabilities | $ | | | | $ | | |
8.
| | $ | | | | $ | | | | Finance lease expense | | | | | | | | |
| Total lease expense | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Operating cash flows for finance leases | $ | | | | $ | | | | $ | | |
| Financing cash flows for finance leases | $ | | | | $ | | | | $ | | |
| Supplemental non-cash information on right-of-use assets obtained in exchange for new lease liabilities | | | | | |
| Operating leases | $ | | | | $ | | | | $ | | |
| Finance leases | $ | | | | $ | | | | $ | | |
| | $ | | | | Current operating lease liabilities | Accounts payable and other current liabilities | $ | | | | $ | | |
| Non-current operating lease liabilities | Other liabilities | | | | | |
| Total operating lease liabilities | | $ | | | | $ | | |
| | | | |
| Finance Leases | | | | |
| Finance lease right-of-use assets | Property, plant and equipment, net | $ | | | | $ | | |
| Current finance lease liabilities | Current portion of long-term debt and short-term borrowings | $ | | | | $ | | |
| Non-current finance lease liabilities | Long-term debt | | | | | |
| Total finance lease liabilities | | $ | | | | $ | | |
The weighted-average remaining lease term and discount rate as of December 31, 2023 were as follows: | | | | | | | | | | | |
| Weighted-Average Remaining Lease Term (Years) | | Weighted-Average Discount Rate |
| Operating leases | | | % |
| Finance leases | | | % |
| | $ | | | | 2025 | | | | | |
| 2026 | | | | | |
| 2027 | | | | | |
| 2028 | | | | | |
| Thereafter | | | | | |
| Total lease payments | $ | | | | $ | | |
| Less: interest | () | | | () | |
| Present value of lease liabilities | $ | | | | $ | | |
As of December 31, 2023, we entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $ million. The leases are expected to commence in 2024.
9.
million % notes due July 2023(1)(2)(3)— | | | | | EUR million % notes due July 2024(1) | | | | | |
CAD million % notes due July 2026(1)(2) | | | | | |
$ billion % notes due July 2026(1) | | | | | |
$ billion % notes due May 2042(4) | | | | | |
$ billion % notes due July 2046(1) | | | | | |
| Finance leases | | | | | |
| Other | | | | | |
| Less: unamortized debt discounts and debt issuance costs | () | | | () | |
| Total long-term debt (including current portion) | | | | | |
| Less: current portion of long-term debt | () | | | () | |
| Total long-term debt | $ | | | | $ | | |
| | | |
|
|
Short-term borrowings(5) | | | | | |
| Current portion of long-term debt | | | | | |
| Current portion of long-term debt and short-term borrowings | $ | | | | $ | | |
(1)These senior notes were issued in 2016 in order to partially fund the financing of the MillerCoors Acquisition (USD Notes, EUR Notes and CAD Notes). Total remaining debt issuance costs capitalized in connection with these notes including underwriting fees, discounts and other financing related costs, were $ million as of December 31, 2023 and are being amortized over the respective and remaining terms.
(2)We entered into forward starting interest rate swap agreements to hedge interest rate volatility for a 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 million % notes maturing July 2026 ("2026 CAD notes"), up to the full 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 % on the 2026 CAD notes. See Note 10, "Derivative Instruments and Hedging Activities" for further details on the forward starting interest rate swaps. (3)We repaid our CAD million % notes upon maturity on July 15, 2023 using cash on hand.
(4)On May 3, 2012, we issued approximately $ billion of senior notes with $ billion remaining due in 2042. The total remaining debt issuance costs capitalized in connection with these notes, including the underwriting fees and discounts, were $ million as of December 31, 2023 and are being amortized over the remaining term of the 2042 notes.
(5)Our short-term borrowings include bank overdrafts, borrowings on our overdraft facilities and other items.
As of December 31, 2023, we had $ million in bank overdrafts and $ million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $ million. As of December 31, 2022, we had $ million in bank overdrafts and $ million in bank cash related to our cross-border, cross-currency cash pool for a net positive position of $ million.
In addition, we have CAD, GBP and USD overdraft facilities under which we had outstanding borrowings as of December 31, 2023 or December 31, 2022.
•CAD unlimited overdraft facility at CAD Prime plus %
million overdraft facility at GBP Base Rate plus %•USD million overdraft facility at USD Prime plus %
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, 2023 and December 31, 2022, the fair value of our outstanding long-term debt (including current portion of long-term debt) was approximately $ billion. 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 26, 2023, we amended and restated our multi-currency revolving credit facility to, among other things, extend the term through June 26, 2028, and to increase the borrowing capacity to $ billion. This $ billion revolving credit facility amended our pre-existing $ billion revolving credit facility, which was scheduled to mature on July 7, 2024. On September 28, 2023, we amended our commercial paper program, which reduces borrowing capacity under the revolving credit facility, to a maximum borrowing capacity of $ billion to borrow at any time at variable interest rates. The $ million sub-facility available for the issuance of letters of credit remains unchanged.
Concurrent with the amended and restated multi-currency revolving credit facility, in the second quarter of 2023, we incurred incremental issuance costs of $ million related to the $ billion revolving credit facility, which are recorded within other current assets, net, and other assets on the consolidated balance sheets and are being amortized over the term of the facility. We use this facility from time to time to fund the repayment of debt upon maturity and for working capital or general purposes. We had borrowings drawn on this revolving credit facility and commercial paper borrowings as of December 31, 2023 and December 31, 2022.
Debt Covenants
Under the terms of each of our debt facilities, we must comply with certain restrictions. These include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold percentages, create or permit liens on assets, and restrictions on mergers, acquisitions, and certain types of sale lease-back transactions.
Under the amended and restated $ billion revolving credit facility, we are required to maintain a maximum leverage ratio, calculated as net debt to EBITDA (as defined in the revolving credit facility agreement) of x, measured as of the last day of each fiscal quarter through maturity of the credit facility. As of December 31, 2023 and December 31, 2022, we were in compliance with all of these restrictions and covenants, have met such financial ratios, and have met all debt payment obligations. All of our outstanding senior notes as of December 31, 2023 rank pari-passu.
| | 2025 | | | |
| 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| Thereafter | | | |
| Total | | $ | | |
The aggregate principal debt maturities in the table above excludes Other and Finance leases. The future maturities of finance leases are disclosed in Note 8, "Leases."
| | $ | | | | $ | | | | Interest capitalized | () | | | () | | | () | |
| Interest expensed | $ | | | | $ | | | | $ | | |
10.
million senior notes maturing July 15, 2024 to partially fund the MillerCoors Acquisition. Concurrent with the issuance of these notes, we simultaneously designated the principals as net investment hedges of our investment in our Europe business in order to hedge a portion of the foreign currency translational impacts and, accordingly, record the changes in the carrying value due to fluctuations in the spot rate to AOCI.Cross Currency Swaps
In 2019, we entered into cross currency swap agreements having a total notional value of approximately EUR million ($ million upon execution) in order to hedge a portion of the foreign currency translational impacts of our European investment. Upon repayment of the $ billion % senior notes at maturity in July 2021, we settled the associated cross currency swap resulting in a net cash payment of $ million, consisting of the final loss on the cross currency swap of $ million partially offset by the final interest received. The settlement of these cross currency swaps were classified as investing activities in our consolidated statement of cash flows.
We had designated each of these cross currency swaps as net investment hedges and accordingly, recorded changes in fair value due to fluctuations in the spot rate to AOCI. The changes in fair value of the swaps attributable to changes other than those due to fluctuations in the spot rate were excluded from the assessment of hedge effectiveness and recorded to interest expense over the life of the hedge.
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 $ 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 $ million % 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 million in order to manage our exposure to the volatility of the interest rates associated with the future interest payments on the forecasted CAD debt issuances. The swaps had a termination date of September 2025 mirroring the terms of initially forecasted CAD debt issuances. Under these agreements we were required to early terminate these swaps at the approximate time we issued the previously forecasted debt. We had designated these swaps as cash flow hedges and accordingly, a portion of the CAD million ($ million at settlement) loss on the swaps is being reclassified from AOCI and amortized to interest expense over the remaining term of the 2026 CAD notes up to the full term of the swaps. Additionally, in 2023 we repaid our CAD million % notes upon maturity which resulted in an acceleration of amortization of the loss for an immaterial amount. The remaining unamortized portion of the loss in AOCI as of December 31, 2023 was $ 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 most other foreign exchanges exposures. These contracts have been designated as cash flow hedges of forecasted foreign currency transactions. We use foreign currency forward contracts to hedge these future forecasted transactions up to a month horizon.
In the second quarter of 2023, we entered into approximately CAD million (approximately $ million USD) of foreign exchange forward contracts to manage our exposure to foreign currency fluctuations related to the repayment of our CAD million % notes that matured on July 15, 2023. These contracts were not designated in hedge accounting relationships; as such, changes in the fair value were recorded in other non-operating income (expense), net in the consolidated statements of operations. These contracts settled on July 12, 2023 in advance of the notes repayment for an immaterial amount.
Commodity Swaps and Options
We have financial commodity swap and option contracts in place to hedge changes in the prices of natural gas, aluminum, including surcharges relating to our aluminum exposures, corn, sweeteners, barley and diesel. 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, corn, sweeteners and diesel each up to 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.
| | | | | Foreign currency forwards | () | | | | |
| Commodity swaps and options | () | | | | |
| Total | $ | | | | $ | | |
As of December 31, 2023 and December 31, 2022, we had no significant transfers between Level 1 and Level 2. New derivative contracts transacted during 2023 were all included in Level 2.
Results of Period Derivative Activity
| | Other non-current assets | | $ | | | | Other liabilities | | $ | | | | Foreign currency forwards | $ | | | | Other current assets | | | | | Accounts payable and other current liabilities | | () | |
| | | Other non-current assets | | | | | Other liabilities | | () | |
| Total derivatives designated as hedging instruments | | | | $ | | | | | | $ | () | |
| Derivatives not designated as hedging instruments: | | | | | | |
Commodity swaps(1) | $ | | | | Other current assets | | $ | | | | Accounts payable and other current liabilities | | $ | () | |
| | | Other non-current assets | | | | | Other liabilities | | () | |
Commodity options(1) | $ | | | | Other current assets | | | | | Accounts payable and other current liabilities | | () | |
| | | |
| | | |
| Total derivatives not designated as hedging instruments | | $ | | | | | | $ | () | |
| | Other non-current assets | | $ | | | | Other liabilities | | $ | | | | Foreign currency forwards | $ | | | | Other current assets | | | | | Accounts payable and other current liabilities | | () | |
| | | Other non-current assets | | | | | Other liabilities | | () | |
| Total derivatives designated as hedging instruments | | | | $ | | | | | | $ | () | |
| Derivatives not designated as hedging instruments: | | | | | | |
Commodity swaps(1) | $ | | | | Other current assets | | $ | | | | Accounts payable and other current liabilities | | $ | () | |
| | | Other non-current assets | | | | | Other liabilities | | () | |
Commodity options(1) | $ | | | | Other current assets | | | | | Accounts payable and other current liabilities | | () | |
| Total derivatives not designated as hedging instruments | | $ | | | | | | $ | () | |
| | Interest income (expense), net | | $ | () | | | Foreign currency forwards | | () | | | Cost of goods sold | | | |
| | | | Other non-operating income (expense), net | | () | |
| Total | | $ | () | | | | | $ | () | |
| For the year ended December 31, 2022 | | | | | | |
| Forward starting interest rate swaps | | $ | | | | Interest income (expense), net | | $ | () | |
| Foreign currency forwards | | | | | Cost of goods sold | | | |
| | | | Other non-operating income (expense), net | | () | |
| Total | | $ | | | | | | $ | () | |
| For the year ended December 31, 2021 | | | | | | |
| Forward starting interest rate swaps | | $ | | | | Interest income (expense), net | | $ | () | |
| Foreign currency forwards | | | | | Cost of goods sold | | () | |
| | | | Other non-operating income (expense), net | | | |
| Total | | $ | | | | | | $ | () | |
million notes due 2024 | $ | () | | | Other non-operating income (expense), net | | $ | | | | Total | | $ | () | | | | | $ | | |
| For the year ended December 31, 2022 | | | | | | |
|
EUR million notes due 2024 | | $ | | | | Other non-operating income (expense), net | | $ | | |
| Total | | $ | | | | | | $ | | |
| For the year ended December 31, 2021 | | | | | | |
| Cross currency swaps | | $ | | | | Interest income (expense), net | | $ | | |
EUR million notes due 2024 | | | | | Other non-operating income (expense), net | | | |
| Total | | $ | | | | | | $ | | |
(1)Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and period amortization is recorded in OCI.
The cumulative translation adjustments related to our net investment hedges remain in AOCI until the respective underlying net investment is sold or liquidated. During the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively, we did not reclassify any amounts related to net investment hedges from AOCI into earnings.
We expect net losses of approximately $ million (pretax) recorded in AOCI as of December 31, 2023 will be reclassified into earnings within the next months. For derivatives designated in cash flow hedge relationships, the maximum length of time over which forecasted transactions are hedged as of December 31, 2023 is approximately years, including those related to our forecasted debt issuances in 2026.
) | |
| Foreign currency swaps | | Other non-operating income (expense), net | | | |
|
|
| Total | | | | $ | () | |
| For the year ended December 31, 2022 | | | | |
| Commodity swaps | | Cost of goods sold | | $ | | |
|
|
|
|
| Total | | | | $ | | |
| For the year ended December 31, 2021 | | | | |
| Commodity swaps | | Cost of goods sold | | $ | | |
| Commodity options | | Cost of goods sold | | | |
|
| Warrants | | Other non-operating income (expense), net | | () | |
|
| Total | | | | $ | | |
11.
million, $ million and $ million for the years ended December 31, 2023, 2022 and 2021, 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 $ million, $ million and $ million for the years ended December 31, 2023, 2022 and 2021, respectively. There were no subsidies received for the years ended December 31, 2023, 2022 and 2021.Defined Benefit and OPEB Plans
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Other pension and postretirement (benefit) cost, net | | | | | | | | | | | | | | | | | |
| Interest cost | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expected return on plan assets, net of expenses | () | | | | | | () | | | () | | | | | | () | | | () | | | | | | () | |
| Amortization of prior service (benefit) cost | | | | () | | | () | | | | | | () | | | () | | | | | | () | | | () | |
| Amortization of net actuarial (gain) loss | | | | () | | | () | | | | | | () | | | () | | | | | | () | | | | |
Curtailment, settlement or special termination benefit (gain) loss(1) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expected participant contributions | () | | | | | | () | | | () | | | | | | () | | | () | | | | | | () | |
| Total other pension and postretirement (benefit) cost, net | () | | | () | | | () | | | () | | | | | | () | | | () | | | | | | () | |
| | | | | | | | | | | |
| Net periodic pension and OPEB (benefit) cost | $ | | | | $ | () | | | $ | () | | | $ | () | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | () | |
(1)The pension settlement charge recognized for the year ended December 31, 2022 primarily consisted of a settlement loss of $ million that was recorded as a result of the annuity purchase for a certain Canadian pension plan, partially offset by a settlement gain of $ million that was recorded as a result of the annuity purchase for a portion of our U.S. qualified pension plan.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Service cost, net of expected employee contributions | | | | | | | | | | | | | | | | | |
| Interest cost | | | | | | | | | | | | | | | | | |
| Actual employee contributions | | | | | | | | | | | | | | | | | |
| Actuarial (gain) loss | | | | | | | | | | () | | | () | | | () | |
| Plan amendments | | | | | | | | | | | | | () | | | () | |
| Benefits paid | () | | | () | | | () | | | () | | | () | | | () | |
| Curtailment, settlement and special termination | | | | | | | | | | () | | | | | | () | |
| Foreign currency exchange rate change | | | | | | | | | | () | | | () | | | () | |
| Benefit obligation at end of year | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Change in plan assets | | | | | | | | | | | |
| Prior year fair value of assets | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Actual return on plan assets | | | | | | | | | | () | | | | | | () | |
| Employer contributions | () | | | | | | | | | () | | | | | | | |
| Actual employee contributions | | | | | | | | | | | | | | | | | |
| Curtailment, settlement and special termination | | | | | | | | | | () | | | | | | () | |
| Benefits and plan expenses paid | () | | | () | | | () | | | () | | | () | | | () | |
| Foreign currency exchange rate change | | | | | | | | | | () | | | | | | () | |
| Fair value of plan assets at end of year | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Funded status | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | () | | | $ | () | |
| Amounts recognized in the Consolidated Balance Sheets | | | | | | | | | | | |
| Other non-current assets | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Accounts payable and other current liabilities | () | | | () | | | () | | | () | | | () | | | () | |
| Pension and postretirement benefits | () | | | () | | | () | | | () | | | () | | | () | |
| Net amounts recognized | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | () | | | $ | () | |
The accumulated benefit obligation for our defined benefit pension plans was approximately $ billion as of December 31, 2023 and December 31, 2022, respectively.
As of December 31, 2023 and December 31, 2022, certain defined benefit pension plans in the U.S., Canada and the U.K. were overfunded as a result of our ongoing de-risking strategy.
| | $ | | | | Projected benefit obligation | $ | | | | $ | | |
| 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.
| | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Net prior service (benefit) cost | | | | () | | | | | | | | | () | | | | |
| Total not yet recognized | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
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.
% | % | | % | | % | | % | | % | | Rate of compensation increase | % | | N/A | | % | | N/A | | % | | N/A |
| Expected return on plan assets | % | | N/A | | % | | N/A | | % | | N/A |
| Health care cost trend rate | N/A | | Ranging ratably from % in 2023 to % in 2040 | | N/A | | Ranging ratably from % in 2022 to % in 2040 | | N/A | | Ranging ratably from % in 2021 to % 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. %
| % | | % | | % | | Rate of compensation increase | % | | N/A | | % | | N/A |
| Health care cost trend rate | N/A | | Ranging ratably from % in 2024 to % in 2040 | | N/A | | Ranging ratably from % in 2023 to % in 2040 |
The change to the weighted-average discount rates used for our defined benefit pension plans and postretirement plans as of December 31, 2023 from December 31, 2022, was primarily due to a decrease in interest rates at the end of 2023 across all plans.
% | % | | Fixed income | % | | % |
|
| Real estate | % | | % |
| Annuities and longevity swap | % | | % |
| Other | % | | % |
Significant Concentration Risks
We periodically evaluate our defined benefit pension plan assets for concentration risks. As of December 31, 2023, 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 reported 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.
| | $ | | | | $ | | | | $ | | | | Trades awaiting settlement | | | | | | | | | | | |
| Bank deposits, short-term bills and notes | | | | | | | | | | | |
| Debt | | | | | | | |
| Government debt securities | | | | | | | | | | | |
| Corporate debt securities | | | | | | | | | | | |
| Interest and inflation linked assets | | | | | | | | | | | |
| Collateralized debt securities | | | | | | | | | | | |
| |
| |
| |
| |
Annuities and longevity swap | | | | | | | |
| Buy-in annuities and longevity swap | | | | | | | | | | | |
| Other | | | | | | | |
| |
| Repurchase agreements | () | | | () | | | | | | | |
| Recoverable taxes | | | | | | | | | | | |
| |
|
| Private equity funds | | |
| Hedge funds | | |
| Total fair value of plan assets | $ | | |
| | $ | | | | $ | | | | $ | | | | Trades awaiting settlement | | | | | | | | | | | |
| Bank deposits, short-term bills and notes | | | | | | | | | | | |
| Debt | | | | | | | |
| Government debt securities | | | | | | | | | | | |
| Corporate debt securities | | | | | | | | | | | |
| Interest and inflation linked assets | | | | | | | | | | | |
| Collateralized debt securities | | | | | | | | | | | |
Annuities and longevity swap | | | | | | | |
| Buy-in annuities and longevity swap | | | | | | | | | | | |
| Other | | | | | | | |
| |
| Repurchase agreements | () | | | () | | | | | | | |
| Recoverable taxes | | | | | | | | | | | |
| Private equity | | | | | | | | | | | |
| |
|
| Foreign exchange translation (loss) gain | | |
| Balance as of December 31, 2023 | $ | | |
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 . 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, 2024, we expect to make contributions to our defined benefit pension plans of approximately $ million and benefit payments under our OPEB plans of approximately $ million based on foreign exchange rates as of December 31, 2023. Additionally, we anticipate utilizing approximately $ million of surplus from certain Canadian defined benefit pension plans to fund employer contributions to certain Canadian defined contribution plans. BRI and BDL contributions to their respective defined benefit pension plans are excluded here, as they are not consolidated in our financial statements. Plan funding strategies are influenced by employee benefits, tax laws and plan governance documents.
| | $ | | | | 2025 | | $ | | | | $ | | |
| 2026 | | $ | | | | $ | | |
| 2027 | | $ | | | | $ | | |
| 2028 | | $ | | | | $ | | |
| 2029-2033 | | $ | | | | $ | | |
% to % 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 % of employee compensation and in Canada plans range from % to %. Both employee and employer contributions are made in cash in accordance with participant investment elections. We recognized costs associated with defined contribution plans of $ million, $ million and $ million for the years ended December 31, 2023, 2022 and 2021, respectively.
12.
| | $ | | | | $ | | | | Foreign | () | | | () | | | () | |
| Total | $ | | | | $ | () | | | $ | | |
| | $ | | | | $ | | | | State | | | | | | | | |
| Foreign | | | | () | | | () | |
| Total current tax (benefit) expense | $ | | | | $ | | | | $ | | |
| Deferred | | | | | |
| Federal | $ | | | | $ | | | | $ | | |
| State | | | | () | | | | |
| Foreign | () | | | () | | | () | |
| Total deferred tax (benefit) expense | $ | | | | $ | () | | | $ | | |
| Total income tax (benefit) expense | $ | | | | $ | | | | $ | | |
% | | $ | | | | | % | | $ | () | | | | % | | $ | | | | State income taxes, net of federal benefits | | % | | | | | | % | | () | | | | % | | | |
| Effect of foreign tax rates | () | % | | () | | | | % | | () | | | () | % | | () | |
| Effect of foreign tax law and rate changes | | % | | | | | () | % | | | | | | % | | | |
| Effect of unrecognized tax benefits | | % | | | | | () | % | | | | | () | % | | () | |
| Change in valuation allowance | | % | | | | | | % | | () | | | () | % | | () | |
| Goodwill impairment | | | | | | | () | % | | | | | () | % | | () | |
| Other, net | | % | | | | | () | % | | | | | | % | | | |
| Effective tax rate / Tax (benefit) expense | | % | | $ | | | | () | % | | $ | | | | | % | | $ | | |
The increase in the effective tax rate for the year ended December 31, 2023 when compared to the federal statutory rate was not significant and was due to the impacts of state income taxes, foreign tax rates and the impact of a foreign statutory tax rate change enacted in the fourth quarter of 2023.
The decrease in the effective tax rate for the year ended December 31, 2022 when compared to the federal statutory rate was primarily due to the impact of the $ million partial goodwill impairment, recorded within our Americas segment in the fourth quarter of 2022, which related to goodwill not deductible for tax purposes.
The decrease to the effective tax rate for the year ended December 31, 2021 when compared to the federal statutory rate was primarily due to the release of $ million of reserves for unrecognized tax benefit positions recognized in the third quarter of 2021. The reserve release included amounts for an income tax audit settlement, net of changes in estimates associated with prior period uncertain tax positions, as well as amounts for the expiration of statutes of limitations. Additionally, during the second quarter of 2021, the U.K. government enacted, and royal assent was received for, legislation to increase the corporate income tax rate from 19% to 25%. Remeasurement of our deferred tax liabilities under the higher income tax rate resulted in the recognition of additional discrete tax expense of approximately $ million in the second quarter of 2021.
On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into U.S. law. The IRA includes a new corporate alternative minimum tax of 15% on the adjusted financial statement income ("AFSI") of corporations with average AFSI exceeding $1.0 billion over a three-year period, effective for tax years beginning after December 31, 2022. The alternative minimum tax did not impact our financial or cash tax position in 2023. Additionally, the IRA imposes an excise tax of 1% on stock repurchases, effective January 1, 2023. The excise tax is recorded as an incremental cost in treasury stock on our consolidated balance sheets and was immaterial for the year ended December 31, 2023.
Additionally, our foreign businesses operate in jurisdictions with statutory income tax rates that differ from the U.S. Federal statutory rate. Specifically, the statutory income tax rates in the countries in Europe in which we operate range from % to %, and Canada has a combined federal and provincial statutory income tax rate of approximately %.
| | $ | | | | Pension and postretirement benefits | | | | | |
|
|
|
| Tax credit carryforwards | | | | | |
| Tax loss carryforwards | | | | | |
|
|
| Accrued liabilities and other | | | | | |
|
| Valuation allowance | () | | | () | |
| Deferred tax assets | $ | | | | $ | | |
| Deferred tax liabilities | | | |
| Fixed assets | | | | | |
| Partnerships and investments | | | | | |
|
| Intangible assets | | | | | |
| Derivative instruments | | | | | |
| Deferred tax liabilities | $ | | | | $ | | |
|
| Net deferred tax liabilities | $ | | | | $ | | |
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.
As of December 31, 2023, we have deferred tax assets for U.S. tax loss and credit carryforwards that expire between 2024 and 2043 of $ million and U.S. tax losses that may be carried forward indefinitely of $ million. We have foreign tax loss and credit carryforwards that expire between 2024 and 2042 of $ million and foreign tax losses that may be carried forward indefinitely of $ million.
| | $ | | | | Foreign deferred tax assets | | | | | |
| Foreign deferred tax liabilities | | | | | |
| Net deferred tax liabilities | $ | | | | $ | | |
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, 2023 and December 31, 2022 excluded $ million and $ 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.
| | $ | | | | $ | | | | Additions for tax positions related to the current year | | | | | | | | |
| Additions for tax positions of prior years | | | | | | | | |
| Reductions for tax positions related to the current year | () | | | | | | () | |
| Reductions for tax positions of prior years | () | | | | | | () | |
| Settlements | | | | () | | | () | |
| Release due to statute expirations | () | | | () | | | () | |
| Foreign currency adjustment | | | | () | | | | |
| Balance at end of year | $ | | | | $ | | | | $ | | |
Our remaining unrecognized tax benefits as of December 31, 2023, related to tax years that were open to examination. As of December 31, 2023 and December 31, 2022, we had remaining unrecognized tax benefits recorded within other liabilities in our consolidated balance sheets of $ million and $ 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 interest and penalties related to unrecognized tax benefits as part of income taxes on our consolidated statements of operations. Expense (benefit) recognized on interest and penalties related to unrecognized tax benefits as of December 31, 2023, December 31, 2022, and December 31, 2021 was $ million, $() million and $ million, respectively. 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 $ million.
During the third quarter of 2021, an income tax audit settlement, which included the resolution of the impact of the final hybrid regulations recorded in the second quarter of 2020, was reached with taxing authorities. The settlement, along with changes to other unrecognized positions resulted in the net reduction of our unrecognized tax benefit position by approximately $ million, including interest, in the third quarter of 2021. The cash tax payment associated with the settlement, after application of available net operating losses, was made in the fourth quarter of 2021 which totaled approximately $ million. As of the fourth quarter of 2023, we do not anticipate material changes to our remaining unrecognized tax benefit position within the next 12 months.
We file income tax returns in most of the federal, state and provincial jurisdictions in the U.S., Canada and various countries in Europe. Tax years through 2013 are closed in the U.S. In Canada, tax years through 2018 are closed or have been settled through examination except for issues relating to intercompany cross-border transactions. The statute of limitations for intercompany cross-border transactions is closed through tax year 2015. Tax years through 2014 are closed for most European jurisdictions in which we operate, with statutes of limitations varying from to 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.
million outstanding in letters of credit with financial institutions. These letters primarily expire throughout 2024 and $ 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.
million and $ million, respectively. See Note 3, "Investments" for further detail.Kaiser
In 2006, we sold our entire equity interest in our Brazilian unit, Kaiser, to FEMSA. The terms of the sale agreement require us to indemnify FEMSA for certain exposures related to tax, civil and labor contingencies arising prior to FEMSA's purchase of Kaiser. In addition, we provided an indemnity to FEMSA for losses Kaiser may incur with respect to tax claims associated with certain previously utilized purchased tax credits. We settled a portion of our tax credit indemnity obligation during 2010. The maximum potential claims amount for the remainder of the purchased tax credits was $ million as of December 31, 2023. Our estimate of the indemnity liability for these purchased tax credits as of December 31, 2023 was $ million which is classified as non-current.
Our estimates consider a number of scenarios for the ultimate resolution of these issues, the probabilities of which are influenced not only by legal developments in Brazil but also by management's intentions with regard to various alternatives that could present themselves leading to the ultimate resolution of these issues. The liabilities are impacted by changes in estimates regarding amounts that could be paid, the timing of such payments, adjustments to the probabilities assigned to various scenarios and foreign currency exchange rates. Our indemnity may cover certain fees and expenses that Kaiser incurs to manage any cases finally determined to be unsuccessful through the administrative and judicial systems.
Additionally, we also provided FEMSA with indemnity related to all other tax, civil and labor contingencies existing as of the date of sale. In this regard, however, FEMSA assumed their full share of all of these contingent liabilities that had been previously recorded and disclosed by us prior to the sale on January 13, 2006. However, we may have to provide indemnity to FEMSA if those contingencies settle at amounts greater than those amounts previously recorded or disclosed by us. We will be able to offset any indemnity exposures in these circumstances with amounts that settle favorably to amounts previously recorded. Our exposure related to these indemnity claims is capped at the amount of the sales price of the % equity interest of Kaiser, which was $ million. As a result of these contract provisions, our estimates include not only probability-weighted potential cash outflows associated with indemnity provisions, but also probability-weighted cash inflows that could result from favorable settlements, which could occur through negotiation or settlement programs arising from the federal or any of the various state governments in Brazil. The recorded value of the tax, civil and labor indemnity liability was $ million as of December 31, 2023, which was classified as non-current. For the remaining portion of our indemnity obligations, not deemed probable, we continue to utilize probability-weighted scenarios in determining the value of the indemnity obligations.
Future settlement procedures and related negotiation activities associated with these contingencies are largely outside of our control. The sale agreement requires annual cash settlements relating to the tax, civil and labor indemnities. Due to the uncertainty involved with the ultimate outcome and timing of these contingencies, significant adjustments to the carrying values of the indemnity obligations have been recorded to date and additional future adjustments may be required. These liabilities are denominated in Brazilian Reais and are therefore, subject to foreign exchange gains or losses. As a result, these foreign exchange gains and losses are the only impacts recorded within other non-operating income (expense), net.
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.
| | $ | | | | 2025 | | | | | | |
| 2026 | | | | | | |
| 2027 | | | | | | |
| 2028 | | | | | | |
| Thereafter | | | | | | |
| Total | | $ | | | | $ | | |
Total purchases under our long-term unconditional, non-cancellable supply and distribution contracts were approximately $ billion, during each of the years ended December 31, 2023, 2022 and 2021.
Litigation, Other Disputes and Environmental
Related to litigation, other disputes and environmental issues, we had an aggregate accrued contingent liability of $ million and $ million as of December 31, 2023 and December 31, 2022, respectively. While we cannot predict the eventual aggregate cost for litigation, other disputes and environmental matters in which we are currently involved, we believe adequate reserves have been provided for losses that are probable and estimable. 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 $ 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. As of December 31, 2023 and December 31, 2022, the Company had a recorded accrued liability of $ million and $ million, respectively, within other liabilities on our consolidated balance sheets reflecting the best estimate of probable loss in this case based on the judgment plus associated post-judgment interest. However, it is reasonably possible that the estimate of the loss could change in the near term based on the progression of the case, including the appeals process. We will continue to monitor the status of the case and will adjust the accrual in the period in which any significant change occurs which could impact the estimate of the loss for this matter.
of $ 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 $ 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, 2023 are approximately $ million and $ million, respectively. Cost estimates were discounted using a % 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.
14.
| | | | | | | | | | | Shares issued under equity compensation plans | — | | | | | | — | | | — | |
| |
| |
| Balance as of December 31, 2021 | | | | | | | | | | | |
| Shares issued under equity compensation plans | — | | | | | | — | | | — | |
| Purchase of treasury shares | — | | | () | | | — | | | — | |
| Shares exchanged for common stock | — | | | | | | — | | | () | |
| |
| Balance as of December 31, 2022 | | | | | | | | | | | |
| Shares issued under equity compensation plans | — | | | | | | — | | | — | |
| Purchase of treasury shares | — | | | () | | | — | | | — | |
| Shares exchanged for common stock | — | | | | | | — | | | () | |
| |
| Balance as of December 31, 2023 | | | | | | | | | | | |
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 vote on the same basis and in the same circumstances as one corresponding share of Molson Coors common stock.
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 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 -for-one basis at any time. The exchangeable shares are exchangeable at any time, at the option of the holder on a -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 $ billion of our Company's Class B common stock excluding brokerage commissions and excise taxes, with an expected program term of . 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.
During the year ended December 31, 2023, we repurchased shares under the share repurchase program at a weighted average price of $ per share, including brokerage commissions and excluding excise taxes, for an aggregate value of $ million. During the year ended December 31, 2022, we repurchased shares under the share repurchase program approved in 2022 at a weighted average price of $ per share, including brokerage commissions, for an aggregate value of $ million. As of December 31, 2023, approximately $ billion remained available for repurchase under the $ billion program.
15.
) | | $ | () | | | $ | () | | | $ | () | | | $ | () | | | Foreign currency translation adjustments | () | | | — | | | () | | | — | | | () | |
Cumulative translation adjustment reclassified from other comprehensive income (loss)(1) | | | | — | | | — | | | — | | | | |
| Gain (loss) recognized on net investment hedges | | | | — | | | — | | | — | | | | |
| Unrealized gain (loss) recognized on derivative instruments | — | | | | | | — | | | — | | | | |
| Derivative instrument activity reclassified from other comprehensive income (loss) | — | | | | | | — | | | — | | | | |
| Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss) | — | | | — | | | | | | — | | | | |
| Pension and other postretirement activity reclassified from other comprehensive income (loss) | — | | | — | | | | | | — | | | | |
| Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) | — | | | — | | | — | | | | | | | |
| Tax benefit (expense) | () | | | () | | | () | | | () | | | () | |
| | | |
| | | |
| As of December 31, 2021 | $ | () | | | $ | () | | | $ | () | | | $ | () | | | $ | () | |
| Foreign currency translation adjustments | () | | | — | | | | | | — | | | () | |
Cumulative translation adjustment reclassified from other comprehensive income (loss)(1) | | | | — | | | — | | | — | | | | |
| Gain (loss) recognized on net investment hedges | | | | — | | | — | | | — | | | | |
| Unrealized gain (loss) recognized on derivative instruments | — | | | | | | — | | | — | | | | |
| Derivative instrument activity reclassified from other comprehensive income (loss) | — | | | | | | — | | | — | | | | |
| Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss) | — | | | — | | | () | | | — | | | () | |
| Pension and other postretirement activity reclassified from other comprehensive income (loss) | — | | | — | | | () | | | — | | | () | |
| Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) | — | | | — | | | — | | | | | | | |
| Tax benefit (expense) | () | | | () | | | | | | () | | | () | |
| | | |
| | | |
| As of December 31, 2022 | $ | () | | | $ | | | | $ | () | | | $ | () | | | $ | () | |
| Foreign currency translation adjustments | | | | — | | | — | | | — | | | | |
Cumulative translation adjustment reclassified from other comprehensive income (loss)(2) | () | | | — | | | — | | | — | | | () | |
| Gain (loss) recognized on net investment hedges | () | | | — | | | — | | | — | | | () | |
| Unrealized gain (loss) recognized on derivative instruments | — | | | () | | | — | | | — | | | () | |
| Derivative instrument activity reclassified from other comprehensive income (loss) | — | | | | | | — | | | — | | | | |
| Net change in pension and other postretirement benefit assets and liabilities recognized in other comprehensive income (loss) | — | | | — | | | () | | | — | | | () | |
| Pension and other postretirement activity reclassified from other comprehensive income (loss) | — | | | — | | | () | | | — | | | () | |
| Ownership share of unconsolidated subsidiaries' other comprehensive income (loss) | — | | | — | | | — | | | | | | | |
| Tax benefit (expense) | | | | | | | | | | () | | | | |
| | | |
| | | |
| As of December 31, 2023 | $ | () | | | $ | | | | $ | () | | | $ | () | | | $ | () | |
(1)As a result of the sale of a disposal group within our India business for the year ended December 31, 2021, and the completion of the sale of our non-operating India entity during the year ended December 31, 2022, the associated respective cumulative foreign currency translation adjustments were reclassified from AOCI and recognized within other operating income (expense), net.
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 gains during 2023 were primarily due to the strengthening of the CAD, GBP, EUR and certain other currencies of our Europe operations versus the USD. The foreign currency translation adjustment losses during 2022 were primarily due to the weakening of the CAD, GBP, EUR and certain other currencies of our Europe operations versus the USD. The foreign currency translation losses recognized during 2021 were primarily due to the weakening of the GBP, EUR and certain other currencies of our Europe operations versus the USD.
) | | $ | () | | | $ | () | | | Interest expense, net | | Foreign currency forwards | | | | | | | () | | | Cost of goods sold |
| Foreign currency forwards | () | | | () | | | | | | Other non-operating income (expense), net |
| |
| Total income (loss) reclassified, before tax | () | | | () | | | () | | | |
| Income tax benefit (expense) | | | | | | | | | | |
| Net income (loss) reclassified, net of tax | $ | () | | | $ | () | | | $ | () | | | |
| | | | | | | |
| Amortization of defined benefit pension and other postretirement benefit plan items | | | | | | | |
| Prior service benefit (cost) | $ | | | | $ | | | | $ | | | | Other pension and postretirement benefits (costs), net |
| Net actuarial gain (loss) and settlement | | | | | | | () | | | Other pension and postretirement benefits (costs), net |
| Total income (loss) reclassified, before tax | | | | | | | () | | | |
| Income tax benefit (expense) | () | | | () | | | | | | |
| Net income (loss) reclassified, net of tax | $ | | | | $ | | | | $ | () | | | |
| | | | | | | |
| Other reclassifications from AOCI | | | | | | | |
| Cumulative translation adjustment resulting from sale of disposal groups | $ | | | | $ | () | | | $ | () | | | Other operating income (expense), net |
| |
| |
| |
| Net income (loss) reclassified, net of tax | $ | | | | $ | () | | | $ | () | | | |
| | | | | | | |
| Total income (loss) reclassified, net of tax | $ | | | | $ | () | | | $ | () | | | |
16.
share-based compensation plan, the MCBC Incentive Compensation Plan (the "Incentive Compensation Plan"), as of December 31, 2023 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.
. During the years ended December 31, 2023, 2022 and 2021, we granted million, million and million RSUs, respectively, with a weighted-average market value of $, $ and $ each, respectively. Prior to vesting, RSUs have no voting rights.DSU awards, under the Directors' Stock Plan pursuant to the Incentive Compensation Plan, are elections made by non-employee directors of MCBC that enable them to receive all or one-half of their annual cash retainer payments in our stock. 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. During the years ended December 31, 2023, 2022 and 2021, we granted a small number of DSUs.
PSU awards are granted with a target value established at the date of grant and vest upon completion of a service requirement. 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. The market metric is based upon a Monte Carlo model, with the market metric remaining constant throughout the vesting period of . The performance metric is based upon the market value equal to the price of our stock at the date of grant for the 2023 and 2022 awards and a Monte Carlo model for all previous awards, varying based on a multiplier tied to projected performance metric attainment. During the years ended December 31, 2023, 2022 and 2021, we granted million, million and million PSUs, respectively, each with a weighted-average fair value of $, $ and $, 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 and generally vest over . During the years ended December 31, 2023, 2022 and 2021, we granted million, million and million options, respectively, each with a weighted-average fair value of $, $ and $, respectively.
Certain RSU and PSU awards, granted starting in 2020, entitle participants to receive dividends earned during the vesting period, subject to the performance, vesting and other conditions, including forfeiture, applicable to the respective awards.
| | $ | | | | $ | | | | Tax benefit | () | | | () | | | () | |
| After-tax share-based compensation expense | $ | | | | $ | | | | $ | | |
As of December 31, 2023, there was $ 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 years.
| $ | | | | $ | | Granted | | | $ | | | | $ |
| Vested | () | | $ | | | | $ |
| Forfeited | () | | $ | | () | | $ |
| Adjustment for performance results achieved | | | $ | | () | | $ |
| Non-vested as of December 31, 2023 | | | $ | | | | $ |
The total intrinsic values of RSUs and DSUs vested during the years ended December 31, 2023, 2022 and 2021 were $ million, $ million and $ million, respectively.
| $ | | | | $ | | | | Granted | | | $ | | | | |
| Exercised | () | | $ | | | | |
| Forfeited | () | | $ | | | | |
| |
| Outstanding as of December 31, 2023 | | | $ | | | | $ | | |
| Expected to vest as of December 31, 2023 | | | $ | | | | $ | | |
| Exercisable as of December 31, 2023 | | | $ | | | | $ | | |
The total intrinsic values of exercises during the years ended December 31, 2023, 2022 and 2021 were $ million, $ million and $ million, respectively. Total tax benefits realized, including excess tax benefits, from share-based awards vested or exercised during the years ended December 31, 2023, 2022 and 2021 was $ million, $ million and $ million, respectively.
The shares of Class B common stock to be issued under our equity plans are made available from authorized and unissued MCBC Class B common stock. As of December 31, 2023, there were million shares of MCBC Class B common stock available for issuance under the Incentive Compensation Plan.
% | % | | % | | Dividend yield | % | | % | | % |
| Volatility range | % - % | | % - % | | % - % |
| Weighted-average volatility | % | | % | | % |
| Expected term (years) | | | | | |
| Weighted-average fair value | $ | | $ | | $ |
The risk-free interest rates utilized for periods throughout the contractual life 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.
% | % | | % | | Volatility range | % - % | | % - % | | % - % |
| Weighted-average volatility | % | | % | | % |
| Expected term (years) | | | | | |
| Weighted-average fair market value | $ | | $ | | $ |
17.
) | | $ | () | | | $ | () | | Asset abandonment and other restructuring costs(1) | | | | () | | | () | |
| | | | | |
Intangible and tangible asset impairments, excluding goodwill(2) | () | | | () | | | () | |
| | | | | |
Gains and (losses) on disposals and other(3) | | | | | | | | |
| | | | | |
| Other operating income (expense), net | $ | () | | | $ | () | | | $ | () | |
(1)A significant portion of asset abandonment and other restructuring costs consists of accelerated depreciation, which is in excess of normal depreciation. There was accelerated depreciation recorded to other operating income (expense), net for the years ended December 31, 2023 and December 31, 2022 and $ million recorded to other operating income (expense), net for the year ended December 31, 2021.
During the year ended December 31, 2021, we incurred accelerated depreciation related to the Montreal brewery closure and our Burtonwood and Japan locations.
(2)During the year ended December 31, 2023, we recognized a partial impairment charge of $ 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 $ million, of which $ million was attributable to the noncontrolling interest. The asset group was measured at fair value primarily using a market approach with Level 3 inputs.
During the year ended December 31, 2021, we recognized an impairment loss of $ million related to the held for sale classification of the remaining portion of our India business.
(3)During the third quarter of 2023, we sold our controlling interest in Truss and recognized a loss of $ million. See Note 3, "Investments" for further details. million and another tranche selling in the third quarter of 2022 resulting in a gain of $ million.
18.
| | $ | | | | $ | | | | $ | () | | | $ | | | | Equity income (loss) | | | | | | | | | | | | | | |
| Interest expense | () | | | () | | | () | | | | | | () | |
| Interest income | | | | | | | | | | | | | | |
| Income (loss) before income taxes | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| Income tax benefit (expense) | | | | | | | | | () | |
| Net income (loss) | | | | | | | | | | |
| Net (income) loss attributable to noncontrolling interests | | | | | | | | | () | |
| Net income (loss) attributable to MCBC | | | | | | | | | $ | | |
| | $ | | | | $ | | | | $ | () | | | $ | | | | Equity income (loss) | | | | | | | | | | | | | | |
| Interest expense | () | | | () | | | () | | | | | | () | |
| Interest income | | | | | | | | | | | | | | |
| Income (loss) before income taxes | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | |
| Income tax benefit (expense) | | | | | | | | | () | |
| Net income (loss) | | | | | | | | | () | |
| Net (income) loss attributable to noncontrolling interests | | | | | | | | | | |
| Net income (loss) attributable to MCBC | | | | | | | | | $ | () | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2021 |
| | Americas | | EMEA&APAC | | Unallocated | | Inter-segment net sales eliminations | | Consolidated |
| | (In millions) |
| Net sales | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| | | |
| Interest expense | () | | | () | | | () | | | | | | () | |
| Interest income | | | | | | | | | | | | | | |
| Income (loss) before income taxes | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Income tax benefit (expense) | | | | | | | | | () | |
| Net income (loss) | | | | | | | | | | |
| Net (income) loss attributable to noncontrolling interests | | | | | | | | | () | |
| Net income (loss) attributable to MCBC | | | | | | | | | $ | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | EMEA&APAC | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Canada | | | | | | | | |
| United Kingdom | | | | | | | | |
Other countries(1) | | | | | | | | |
| Consolidated net sales | $ | | | | $ | | | | $ | | |
| | $ | | | | Canada | | | | | |
| United Kingdom | | | | | |
Other countries(1) | | | | | |
Consolidated property, plant and equipment, net and operating ROU assets | $ | | | | $ | | |
(1)Reflects property, plant and equipment, net and operating ROU assets within certain countries in Europe, Latin America, South America, Africa and Asia. No individual country within the other countries line has total property, plant and equipment, net or operating ROU assets exceeding % of total consolidated property, plant and equipment, net or operating ROU assets, respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such disclosure controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives. Also, we have investments in certain unconsolidated entities that we do not control or manage.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our 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 U.S. GAAP. 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 U.S. GAAP, 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.
Our Chief Executive Officer and our Chief Financial Officer, with assistance from other members of management, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, 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 on its evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report which appears in Part II—Item 8 Financial Statements and Supplementary Data.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2023, no directors or officers or a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2023.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Incorporated by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2023.
Equity Compensation Plan Information
The following table summarizes information about the Incentive Compensation Plan as of December 31, 2023. All outstanding awards shown in the table below relate to our Class B common stock.
| | | | | | | | | | | | | | | | | |
| Plan category | Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (Column A) | | Weighted-average
exercise price of
outstanding options,
warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) |
Equity compensation plans approved by security holders(1) | 3,697,498 | | $57.25 | | 4,325,695 |
| Equity compensation plans not approved by security holders | — | | N/A | | — |
| Total | 3,697,498 | | $57.25 | | 4,325,695 |
(1)Under the Incentive Compensation Plan, we may issue RSUs, DSUs, PSUs and stock options. The number of securities to be issued upon exercise of outstanding awards includes 1,279,121 RSUs and DSUs, 880,125 PSUs (assuming the target award is met) and 1,538,252 options outstanding as of December 31, 2023. See Part II—Item 8 Financial Statements and Supplementary Data, Note 16, "Share-Based Payments" for further discussion. Outstanding RSUs, DSUs
and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2023.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2023.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements, Financial Statement Schedules and Exhibits
The following are filed or incorporated by reference as a part of this Annual Report on Form 10-K:
(1)Management's Report
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, December 31, 2022 and December 31, 2021
Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021
Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2023, December 31, 2022 and December 31, 2021
Notes to Consolidated Financial Statements
(2)Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2023, December 31, 2022 and December 31, 2021
(3)Exhibit list
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Incorporated by Reference | | Filed/Furnished Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 3.1 | | | | | 10-K | | 3.1 | | February 12, 2020 | | |
| 3.2 | | | | | 8-K | | 3.1 | | May 23, 2022 | | |
| 4.1.1 | | | | | 10-K | | 4.1.1 | | February 12, 2020 | | |
| 4.1.2 | | | | | 10-K | | 4.1.2 | | February 12, 2020 | | |
| 4.2.1 | | | | | 8-K | | 4.1 | | May 3, 2012 | | |
| 4.2.2 | | | | | 8-K | | 4.2 | | May 3, 2012 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Incorporated by Reference | | Filed/Furnished Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 4.2.3 | | | | | 10-Q | | 4.8 | | August 8, 2012 | | |
| 4.2.4 | | | | | 8-K | | 4.3 | | June 28, 2016 | | |
| 4.2.5 | | |
| | 10-Q | | 4.9 | | November 1, 2016 | | |
| 4.2.6 | | |
| | 10-Q | | 4.10 | | November 1, 2016 | | |
| 4.2.7 | | | | | 10-K | | 4.2.7 | | February 14, 2017 | | |
| 4.2.8 | | |
| | 10-K | | 4.1.8 | | February 14, 2018 | | |
| 4.2.9 | | | | | 10-Q | | 4.1 | | October 29, 2020 | | |
| 4.3 | | | | | 8-K | | 4.2 | | May 3, 2012 | | |
| 4.4 | | | Registration Rights Agreement, dated as of February 9, 2005, by and among Adolph Coors Company, Pentland Securities (1981) Inc., 4280661 Canada Inc., Nooya Investments Ltd., Lincolnshire Holdings Limited, 4198832 Canada Inc., BAX Investments Limited, 6339522 Canada Inc., Barleycorn Investments Ltd., DJS Holdings Ltd., 6339549 Canada Inc., Hoopoe Holdings Ltd., 6339603 Canada Inc., and The Adolph Coors, Jr. Trust dated September 12, 1969. | | 8-K | | 99.2 | | February 15, 2005 | | |
| 4.5.1 | | | | | 8-K | | 4.1 | | July 7, 2016 | | |
| 4.5.2 | | | | | 8-K | | 4.2 | | July 7, 2016 | | |
| 4.5.3 | | | | | 8-K | | 4.3 | | July 7, 2016 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Incorporated by Reference | | Filed/Furnished Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 4.5.4 | | |
| | 10-Q | | 4.14 | | November 1, 2016 | | |
| 4.5.5 | | |
| | 10-Q | | 4.15 | | November 1, 2016 | | |
| 4.5.6 | | | | | 10-K | | 4.5.6 | | February 14, 2017 | | |
| 4.5.7 | | | | | 10-K | | 4.8.7 | | February 14, 2018 | | |
| 4.5.8 | | | | | 10-Q | | 4.3 | | October 29, 2020 | | |
| 4.6 | | | | | 8-K | | 4.2 | | July 7, 2016 | | |
| 4.7 | | | | | 8-K | | 4.3 | | July 7, 2016 | | |
| 4.8 | | | | | 8-K | | 4.3 | | July 7, 2016 | | |
| 4.9.1 | | | | | 8-K | | 4.9 | | July 7, 2016 | | |
| 4.9.2 | | | | | 8-K | | 4.10 | | July 7, 2016 | | |
| 4.9.3 | | |
| | 10-Q | | 4.7 | | November 1, 2016 | | |
| 4.9.4 | | |
| | 10-Q | | 4.8 | | November 1, 2016 | | |
| 4.9.5 | | | | | 10-K | | 4.11.5 | | February 14, 2017 | | |
| 4.9.6 | | | | | 10-K | | 4.14.6 | | February 14, 2018 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Incorporated by Reference | | Filed/Furnished Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 4.9.7 | | | | | 10-Q | | 4.4 | | October 29, 2020 | | |
| 4.10 | | | | | 8-K | | 4.10 | | July 7, 2016 | | |
| 4.11 | | |
| | 10-K | | 4.18 | | February 12, 2020 | | |
| 10.1 | * | | | | 10-Q | | 10.7 | | August 8, 2012 | | |
| 10.2.1 | * | | | | 8-K | | 10.1 | | May 28, 2021 | | |
| 10.2.2 | * | |
| | 10-K | | 10.2.2 | | February 14, 2017 | | |
| 10.2.3 | * | |
| | 10-K | | 10.2.3 | | February 14, 2017 | | |
| 10.2.4 | * | |
| | 10-K | | 10.2.4 | | February 14, 2017 | | |
| 10.2.5 | * | | | | 10-Q | | 10.6 | | November 7, 2008 | | |
| 10.2.6 | * | | | | 10-K | | 10.7.8 | | February 12, 2015 | | |
| 10.2.7 | * | | | | 10-K | | 10.2.7 | | February 23, 2022 | | |
| 10.2.8 | * | | | | 10-Q | | 10.6 | | May 2, 2023 | | |
| 10.2.9 | * | | | | 10-K | | 10.2.9 | | February 23, 2022 | | |
| 10.2.10 | * | | | | 10-K | | 10.2.10 | | February 23, 2022 | | |
| 10.2.11 | * | | | | 10-K | | 10.2.11 | | February 23, 2022 | | |
| 10.2.12 | * | | | | 10-Q | | 10.1 | | May 3, 2022 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Incorporated by Reference | | Filed/Furnished Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 10.2.13 | * | | | | 10-Q | | 10.2 | | May 3, 2022 | | |
| 10.2.14 | * | | | | 10-Q | | 10.3 | | May 3, 2022 | | |
10.2.15 | * | | | | 10-Q | | 10.6 | | May 2, 2023 | | |
10.2.16 | * | | | | 10-Q | | 10.2 | | May 2, 2023 | | |
| 10.3 | * | | | | 10-Q | | 10.7 | | May 11, 2005 | | |
| 10.4 | * | | | | 8-K | | 10.1 | | May 25, 2018 | | |
| 10.5 | * | | | | 8-K | | 10.1 | | July 24, 2019 | | |
| 10.6 | * | | | | 8-K | | 10.1 | | November 25, 2016 | | |
| 10.7 | * | |
| | 8-K | | 10.1 | | July 31, 2019 | | |
| 10.8 | * | | | | 8-K | | 10.1 | | February 28, 2023 | | |
| 10.9.1 | * | | | | 10-Q | | 10.3 | | May 2, 2023 | | |
| 10.9.2 | * | | | | 8-K | | 10.1 | | April 6, 2023 | | |
| 10.9.3 | * | | | | 8-K | | 10.2 | | April 6, 2023 | | |
| 10.10.1 | ** | | Amended and Restated Credit Agreement, dated June 26, 2023, by and among Molson Coors Beverage Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, the lenders party thereto, and Citibank, N.A., as administrative agent. | | 8-K | | 10.1 | | June 28, 2023 | | |
| 10.10.2 | ** | | Amended and Restated Subsidiary Guarantee Agreement, dated June 26, 2023, by and among Molson Coors Beverage Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, each subsidiary listed on Schedule I thereto, and Citibank, N.A., as administrative agent. | | 8-K | | 10.2 | | June 28, 2023 | | |
| 10.11 | | | | | 8-K | | 10.3 | | July 13, 2017 | | |
| 10.12 | | | | | 10-K | | 10.12 | | February 21, 2023 | | |
| 21 | | | | | | | | | | | X |
| 22 | | | | | | | | | | | X |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Incorporated by Reference | | Filed/Furnished Herewith |
| Exhibit Number | | | Document Description | | Form | | Exhibit | | Filing Date | | |
| 23 | | | | | | | | | | | X |
| 31.1 | | | | | | | | | | | X |
| 31.2 | | | | | | | | | | | X |
| 32 | | | | | | | | | | | XX |
| 97 | * | | | | | | | | | | X |
| 101.INS | *** | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | | | | | | | X |
| 101.SCH | *** | | XBRL Taxonomy Extension Schema Document | | | | | | | | X |
| 101.CAL | *** | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | X |
| 101.DEF | *** | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | X |
| 101.LAB | *** | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | X |
| 101.PRE | *** | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | X |
104 | | | Cover page formatted as Inline XBRL and contained in Exhibit 101. | | | | | | | | X |
* Represents a management contract or compensatory plan or arrangement.
** Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
*** Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and Noncontrolling Interests, (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.
X Filed herewith
XX Furnished herewith
(b)Exhibits
The exhibits included in Item 15(a)(3) above are filed or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.
(c)Other Financial Statement Schedules
| | $ | | | | $ | () | | | $ | | | | $ | | | | December 31, 2022 | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | |
| December 31, 2021 | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | |
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MOLSON COORS BEVERAGE COMPANY
| | | | | | | | | | | | | | |
| | | | |
| By | | /s/ GAVIN D.K. HATTERSLEY | | President, Chief Executive Officer and Director
(Principal Executive Officer) |
| | Gavin D.K. Hattersley | |
February 20, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | | | | | | | | | | | | | |
| By | | /s/ GAVIN D.K. HATTERSLEY | | President, Chief Executive Officer and Director (Principal Executive Officer) |
| | Gavin D.K. Hattersley | |
| By | | /s/ TRACEY I. JOUBERT | | Chief Financial Officer
(Principal Financial Officer) |
| | Tracey I. Joubert | |
| By | | /s/ ROXANNE M. STELTER | | Vice President and Controller
(Principal Accounting Officer) |
| | Roxanne M. Stelter | |
| By | | /s/ GEOFFREY E. MOLSON | | Chairman |
| | Geoffrey E. Molson | | |
| By | | /s/ DAVID S. COORS | | Vice Chairman |
| | David S. Coors | | |
| By | | /s/ JULIA M. BROWN | | Director |
| | Julia M. Brown | | |
| By | | /s/ PETER H. COORS | | Director |
| | Peter H. Coors | | |
| By | | /s/ ROGER G. EATON | | Director |
| | Roger G. Eaton | | |
| By | | /s/ MARY LYNN FERGUSON-MCHUGH | | Director |
| | Mary Lynn Ferguson-McHugh | | |
| By | | /s/ CHARLES M. HERINGTON | | Director |
| | Charles M. Herington | | |
| By | | /s/ ANDREW T. MOLSON | | Director |
| | Andrew T. Molson | | |
| By | | /s/ NESSA O'SULLIVAN | | Director |
| | Nessa O'Sullivan | | |
| By | | /s/ H. SANFORD RILEY | | Director |
| | H. Sanford Riley | | |
| By | | /s/ JILL TIMM | | Director |
| | Jill Timm | | |
| By | | /s/ LEROY J. WILLIAMS, JR. | | Director |
| | Leroy J. Williams, Jr. | | |
| By | | /s/ JAMES A. WINNEFELD, JR. | | Director |
| | James A. Winnefeld, Jr. | | |
February 20, 2024
Similar companies
See also Anheuser-Busch InBev SA/NV
See also BOSTON BEER CO INC -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also UNITED BREWERIES CO INC
See also BrewBilt Brewing Co -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also NewAge, Inc. -
Annual report 2021 (NT 10-K 2021-12-31)
Annual report 2021 (10-Q 2021-09-30)
Open main menu