MOLSON COORS BEVERAGE CO

Previous wording

For more than two centuries, we have brewed beverages that unite people to celebrate all life’s moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujskoto our above premium brands including Madri Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy, to our economy and value brands like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer, spirits like Five Trail whiskey and non-alcoholic beverages. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

Current wording

For more than two centuries, we have brewed beverages that unite people to celebrate all life’s moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko to our above premium brands including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy, to our economy and value brands like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer, spirits like Five Trail whiskey and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy, Fever-Tree, among others, through license, distribution, partnership and joint venture agreements. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

Previous wording

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within our reporting segments. Our reporting segments include Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in the Caribbean, Latin and South America and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries, and certain countries within the Middle East, Africa and Asia Pacific.

Current wording

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within its reporting segments. Our reporting segments include the Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in Latin America and our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific.

Previous wording

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior year periods. Our primary operating currencies, other than the USD, include the CAD, the GBP, and our Central European operating currencies such as the EUR, CZK, RON and RSD.

Current wording

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than the USD, include the CAD, the GBP and our Central European operating currencies, such as the EUR, CZK, RON and RSD.

Previous wording

During the three months ended September 30, 2024, we made the decision to wind down or sell certain of our U.S. craft businesses and related facilities and recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation. We recognized a loss of $41.1 million related to the disposal of the sold businesses. We expect to continue to incur incremental restructuring charges during the fourth quarter of 2024 and the first quarter of 2025 through completion of wind down and closure of certain remaining U.S. craft facilities. Remaining charges are estimated to total approximately $95 million to $115 million, consisting primarily of accelerated depreciation charges. See Part I. — Item 1. Financial Statements, Note 12, "Other Operating Income (Expense), net" for further information.

Current wording

During the third quarter of 2024, we decided to wind down or sell certain of our U.S. craft businesses and related facilities and recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation. During the three months ended March 31, 2025, we incurred incremental accelerated depreciation in excess of normal depreciation of $17.9 million. Restructuring charges related to these actions are substantially complete and any remaining future charges are expected to be immaterial. See Part II—Item 8 Financial Statements and Supplementary Data, Note 12, "Other Operating Income (Expense), net" for further information.

Previous wording

The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and September 30, 2023. See Part I.—Item 1. Financial Statements for additional details of our U.S. GAAP results.

Current wording

The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three months ended March 31, 2025 and March 31, 2024. See Part I.—Item 1. Financial Statements for additional details of our U.S. GAAP results.

Previous wording

During the three months ended September 30, 2024, foreign currency movements had the following impacts on our USD consolidated results:

Current wording

For the three months ended March 31, 2025, foreign currency movements had the following impacts on our USD consolidated results:

Previous wording

•Net sales- Favorable impact of $1.2 million (favorable impact for EMEA&APAC of $8.6 million, partially offset by the unfavorable impact for Americas of $7.4 million).

Current wording

•Cost of goods sold - Favorable impact of $14.1 million (Favorable impact for Americas and EMEA&APAC of $10.1 million and $4.2 million, respectively, partially offset by the unfavorable impact of Unallocated of $0.2 million).

Previous wording

•Net sales - Favorable impact of $1.6 million (favorable impact for EMEA&APAC of $15.1 million, partially offset by the unfavorable impact for Americas $13.5 million).

Current wording

•Income (loss) before income taxes - Favorable impact of $0.2 million (Favorable impact for EMEA&APAC of $2.0 million, partially offset by the unfavorable impact of Unallocated and Americas of $1.6 million and $0.2 million, respectively).

Previous wording

The impacts of foreign currency movements on our consolidated USD results described above for the three months ended September 30, 2024 were primarily due to the weakening of the USD compared to the GBP, partially offset by the strengthening of the USD compared to the CAD.

Current wording

The impacts of foreign currency movements on our consolidated USD results described above for the three months ended March 31, 2025, were primarily due to the strengthening of the USD compared to the CAD.

Previous wording

Included in these amounts are both translational and transactional impacts of changes in foreign exchange rates. We calculate the impact of foreign exchange by translating our current period local currency results at the average exchange rates used to translate the financial statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for the period. The impact of transactional foreign currency gains and losses, including the impact of undesignated foreign currency forwards, is recorded within other non-operating income (expense), net in our unaudited condensed consolidated statements of operations.

Current wording

Included in these amounts are both translational and transactional impacts of changes in foreign exchange rates. We calculate the impact of foreign exchange by translating our current period local currency results at the average exchange rates used to translate the financial statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for the period. The impact of transactional foreign currency gains and losses is recorded within other non-operating income (expense), net in our unaudited condensed consolidated statements of operations.

Previous wording

Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as contract brewing, wholesale/factored non-owned volume and company-owned distribution volume. This metric is presented on an STW basis to reflect the sales from our operations to our direct customers, generally distributors. We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements. Factored volume in our EMEA&APAC segment is the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel, which is a common arrangement in the U.K.

Current wording

Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as contract brewing, factored non-owned volume and company-owned distribution volume. This metric is presented on a sales-to-wholesalers basis to reflect the sales from our operations to our direct customers, generally distributors. We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements. Factored volume in our EMEA&APAC segment represents the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel such as bars and restaurants, which is a common arrangement in the U.K.

Previous wording

Cost of goods sold decreased 3.2% for the nine months ended September 30, 2024, compared to prior year, primarily due to lower financial volumes, partially offset by higher cost of goods sold per hectoliter. Cost of goods sold per hectoliter increased 1.4% for the nine months ended September 30, 2024, compared to prior year, primarily due to cost inflation related to materials and manufacturing expenses, unfavorable mix driven by lower contract brewing volumes in the Americas segment and volume deleverage, partially offset by favorable changes in our unrealized commodity mark-to-market derivative positions of $109.7 million and cost savings initiatives.

Current wording

Cost of goods sold decreased 11.0% for the three months ended March 31, 2025, compared to prior year, primarily due to lower financial volumes and favorable foreign currency impacts, partially offset by higher cost of goods sold per hectoliter. Cost of goods sold per hectoliter increased 3.8% for the three months ended March 31, 2025, compared to prior year, primarily due to volume deleverage, unfavorable mix driven by lower contract brewing volume in the Americas segment and premiumization as well as cost inflation related to materials and manufacturing expenses, partially offset by cost savings initiatives and favorable changes in our unrealized mark-to-market commodity derivative positions.

Previous wording

During the three months ended September 30, 2024, we made the decision to wind down or sell certain of our U.S. craft businesses and related facilities and recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation. We recognized a loss of $41.1 million related to the disposal of the sold businesses. See Part I.—Item 1. Financial Statements, Note 12, "Other Operating Income (Expense), net" for detail of our other operating income (expense), net.

Current wording

See Part I.—Item 1. Financial Statements, Note 12, "Other Operating Income (Expense), net" for detail of our other operating income (expense), net.

Previous wording

The higher effective tax rate for the three and nine months ended September 30, 2024, compared to the prior year, was partly due to the impact of a valuation allowance that was recorded on deferred tax assets in the third quarter of 2024 related to the divestment of certain of our U.S. craft businesses. The divestment resulted in the realization of a capital loss for U.S. tax purposes. We believe it is more likely than not that the deferred tax asset generated by the capital loss will not be recognized, and as a result, a $16.4 million valuation allowance was recorded for the year to date period. The higher effective tax rate was also due to the $45.8 million increase in the mandatorily redeemable NCI liability of CBPL to the final redemption value, which was recorded to interest expense in the third quarter of 2024 and is non-deductible for tax purposes. Finally, the higher effective tax rate for the three months ended September 30, 2024 was partly driven by a decrease in discrete tax benefit.

Current wording

Our effective tax rate for the three months ended March 31, 2025, was flat compared to the prior year.

Previous wording

(2)Excludes royalty volume of 0.626 million hectoliters and 1.795 million hectoliters for the three and nine months ended September 30, 2024, respectively, and excludes royalty volume of 0.692 million hectoliters and 1.955 million hectoliters for the three and nine months ended September 30, 2023, respectively.

Current wording

(2)Excludes royalty volume of 0.673 million hectoliters and 0.591 million hectoliters for the three months ended March 31, 2025 and March 31, 2024, respectively.

Previous wording

Financial volumes decreased 12.3% for the three months ended September 30, 2024, compared to prior year, primarily due to lower shipments, including lower contract brewing volumes in the Americas.

Current wording

Net sales decreased 12.3% for the three months ended March 31, 2025, compared to prior year, driven by lower financial volumes and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.

Previous wording

Price and sales mix favorably impacted net sales for the nine months ended September 30, 2024, compared to prior year, by 4.1% primarily due to increased net pricing and favorable sales mix as a result of lower contract brewing volumes.

Current wording

Price and sales mix favorably impacted net sales for the three months ended March 31, 2025, compared to prior year, by 4.1% primarily due to favorable sales mix as a result of lower contract brewing volume and positive brand mix as well as increased net pricing.

Previous wording

Income before income taxes declined 3.5% for the nine months ended September 30, 2024 compared to prior year, primarily due to lower financial volumes, cost inflation related to materials and manufacturing expenses, higher other operating expense as a result of the exit of our U.S. craft businesses and related restructuring costs, partially offset by increased net pricing, lower MG&A expense, favorable sales mix and cost savings initiatives. Lower MG&A expense was primarily driven by lower incentive compensation expense.

Current wording

Income before income taxes declined 34.7% for the three months ended March 31, 2025, compared to prior year, primarily due to lower financial volumes, cost inflation related to materials and manufacturing expenses, unfavorable other operating expense as a result of the planned closure of certain of our U.S. craft breweries and related restructuring costs as well as higher MG&A expense, partially offset by favorable mix, increased net pricing, favorable fair value adjustment of our Fevertree Drinks plc investment and cost savings initiatives. Higher MG&A spend was primarily due to higher general and administrative expenses as a result of approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition which are anticipated to be recovered through net sales revenue over future periods, partially offset by lower marketing investment.

Previous wording

(2)Excludes royalty volume of 0.356 million hectoliters and 0.899 million hectoliters for the three and nine months ended September 30, 2024, respectively, and excludes royalty volume of 0.291 million hectoliters and 0.697 million hectoliters for the three and nine months ended September 30, 2023, respectively.

Current wording

(2)Excludes royalty volume of 0.220 million hectoliters and 0.218 million hectoliters for the three months ended March 31, 2025 and March 31, 2024, respectively.

Previous wording

Income before income taxes declined 26.8% for the three months ended September 30, 2024 compared to prior year, primarily due to lower financial volumes, higher other operating expense as a result of the exit of our U.S. craft businesses and related restructuring costs and cost inflation related to materials and manufacturing expenses, partially offset by lower MG&A expense, increased net pricing, favorable sales mix and cost savings initiatives. Lower MG&A expense was primarily driven by lower marketing spend resulting from the cycling of higher spend levels in the prior year and lower incentive compensation expense.

Current wording

Loss before income taxes increased 74.5% for the three months ended March 31, 2025, compared to prior year, primarily due to lower financial volumes, partially offset by lower MG&A expense, increased net pricing and favorable foreign currency impacts.

Previous wording

We have certain activity that is not allocated to our segments, which has been reflected as "Unallocated" below. Specifically, Unallocated primarily includes certain financing-related activities such as interest expense and interest income, foreign exchange gains and losses on intercompany balances and realized and unrealized changes in fair value on instruments not designated in hedging relationships related to financing and other treasury-related activities. Unallocated activity also includes the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides. Only the service cost component of net periodic pension and OPEB cost is reported within each operating segment, and all other components remain unallocated.

Current wording

We have certain activity that is not allocated to our segments, which has been reflected as Unallocated below. Specifically, Unallocated primarily includes certain financing-related activities such as interest expense and interest income as well as foreign exchange gains and losses on intercompany balances. Unallocated activity also includes the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment meanwhile all other components remain unallocated.

Previous wording

The unrealized changes in fair value on our commodity derivatives, which are economic hedges, make up substantially all of the activity presented within cost of goods sold in the table above for the three and nine months ended September 30, 2024 and September 30, 2023, respectively. As the exposure we are managing is realized, we reclassify the gain or loss on our commodity derivatives to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. See Part I.—Item 1. Financial Statements, Note 8, "Derivative Instruments and Hedging Activities" for further information.

Current wording

The unrealized changes in fair value on our commodity derivatives, which are economic hedges, make up substantially all of the activity presented within cost of goods sold in the table above for the three months ended March 31, 2025 and March 31, 2024. As the exposure we are managing is realized, we reclassify the gain or loss on our commodity derivatives to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. See Part I.—Item 1. Financial Statements, Note 8, "Derivative Instruments and Hedging Activities" for further information.

Previous wording

While a significant portion of our cash flows from operating activities are generated within the U.S., our cash balances include cash held outside the U.S. and in currencies other than the USD. As of September 30, 2024, approximately 58% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. Fluctuations in foreign currency exchange rates have had and may continue to have a material impact on these foreign cash balances. Cash balances in foreign countries are often subject to additional restrictions. We may, therefore, have difficulties timely repatriating cash held outside the U.S., and such repatriation may be subject to tax. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. and other countries and may adversely affect our liquidity. To the extent necessary, we accrue for tax consequences on the earnings of our foreign subsidiaries as they are earned. We may utilize tax planning and financing strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We periodically review and evaluate these plans and strategies, including externally committed and non-committed credit agreements accessible by our Company and each of our operating subsidiaries. We believe these financing arrangements, along with cash flows from operating activities within the U.S., are sufficient to fund our current cash needs in the U.S.

Current wording

While a significant portion of our cash flows from operating activities are generated within the U.S., our cash balances include cash held outside the U.S. and in currencies other than the USD. As of March 31, 2025, approximately 72% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. Fluctuations in foreign currency exchange rates have had and may continue to have a material impact on these foreign cash balances. Cash balances in foreign countries are often subject to additional restrictions. We may, therefore, have difficulties repatriating cash held outside the U.S. on a timely basis and such repatriation may be subject to tax. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. and other countries and may adversely affect our liquidity. To the extent necessary, we accrue for tax consequences on the earnings of our foreign subsidiaries as they are earned. We may utilize tax planning and financing strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We periodically review and evaluate these plans and strategies, including externally committed and non-committed credit agreements accessible by our Company and each of our operating subsidiaries. We believe these financing arrangements, along with cash flows from operating activities within the U.S., are sufficient to fund our current cash needs in the U.S.

Previous wording

Net cash provided by operating activities of $1,415.8 million for the nine months ended September 30, 2024 decreased $188.7 million compared to $1,604.5 million for the nine months ended September 30, 2023. The decrease in net cash provided by operating activities was primarily due to the unfavorable timing of working capital, partially offset by higher net income adjusted for non-cash addbacks and the timing of income taxes paid. The unfavorable timing of working capital was primarily driven by the timing of cash paid for our payables as well as higher payments for 2023 annual incentive compensation, partially offset by the timing of cash receipts.

Current wording

Net cash used in operating activities was $90.7 million for the three months ended March 31, 2025, compared to net cash provided by operating activities of $25.4 million for the three months ended March 31, 2024. The year over year change was primarily due to lower net income adjusted for non-cash items, partially offset by favorable changes in working capital. The favorable changes in working capital were primarily driven by the timing of cash receipts as well as lower payments for prior year annual incentive compensation, partially offset by $60.6 million payment as final resolution of the Keystone litigation case and timing of inventories.

Previous wording

Net cash used in investing activities of $530.3 million for the nine months ended September 30, 2024 decreased $138.2 million compared to $668.5 million for the nine months ended September 30, 2023. The decrease in net cash used in investing activities was primarily due to cash paid in the prior year for an acquisition, partially offset by higher capital expenditures as a result of the timing of capital projects.

Current wording

Net cash used in investing activities of $341.3 million for the three months ended March 31, 2025, increased $128.8 million compared to $212.5 million for the three months ended March 31, 2024. The increase was primarily due to our investment in Fevertree Drinks plc of $88.1 million as well as the acquisition of Fevertree USA, Inc. and higher capital expenditures as a result of the timing of capital projects.

Previous wording

Net cash used in financing activities of $744.8 million for the nine months ended September 30, 2024 increased $16.2 million compared to $728.6 million for the nine months ended September 30, 2023. The increase in net cash used in financing activities was primarily due to higher Class B common stock share repurchases and higher dividend payments, partially offset by lower net debt repayments.

Current wording

Net cash used in financing activities of $131.2 million for the three months ended March 31, 2025, decreased $85.0 million compared to $216.2 million for the three months ended March 31, 2024. The decrease in net cash used in financing activities was primarily due to lower Class B common stock share repurchases and higher cash inflow from other financing activities.

Previous wording

As of September 30, 2024, we had total cash and cash equivalents of $1,021.7 million, compared to $868.9 million as of December 31, 2023 and $801.7 million as of September 30, 2023. The increase in cash and cash equivalents from December 31, 2023 and September 30, 2023 was primarily due to the net cash provided by operating activities, as well as the issuance of new EUR 800 million 3.8% senior notes due 2032, partially offset by net debt repayments, including the repayment of our EUR 800 million 1.25% senior notes which matured in July 2024, capital expenditures, Class B common stock share repurchases and dividend payments.

Current wording

As of March 31, 2025, we had total cash and cash equivalents of $412.7 million, compared to $969.3 million as of December 31, 2024 and $458.4 million as of March 31, 2024. The decrease in cash and cash equivalents from December 31, 2024, was primarily due to capital expenditures, dividends paid, net cash used in operating activities including the $60.6 million payment as final resolution of the Keystone litigation case, our investment in Fevertree Drinks plc, Class B common stock share repurchases as well as the acquisition of Fevertree USA, Inc., partially offset by other financing activities. The decrease in cash and cash equivalents from March 31, 2024, was primarily due to the repayment of our EUR 800 million 1.25% senior notes that matured in July 2024, as well as capital expenditures, Class B common stock share repurchases, dividends paid, the payment to acquire the noncontrolling interest in the Cobra Beer Partnership, Ltd., our investment in Fevertree Drinks plc, the $60.6 million payment as final resolution of the Keystone litigation case and the acquisition of Fevertree USA, Inc. These impacts were partially offset by net cash provided by operating activities and the issuance of new EUR 800 million 3.8% notes due 2032.

Previous wording

Based on the credit profile of our lenders that are party to our credit facilities, we are confident in our ability to draw on our revolving credit facility if the need arises. On June 3, 2024, we amended our existing $2.0 billion multi-currency revolving credit facility to, among other things, extend the maturity date from June 26, 2028 to June 26, 2029. As of September 30, 2024, we had $2.0 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility. As of September 30, 2024, we had no borrowings drawn on this amended and restated multi-currency revolving credit facility and no commercial paper borrowings.

Current wording

Based on the credit profile of our lenders that are party to our credit facilities, we are confident in our ability to draw on our revolving credit facility if the need arises. We maintain a $2.0 billion multi-currency revolving credit facility with a maturity date of June 26, 2029. As of March 31, 2025, we had $2.0 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility. As of March 31, 2025, we had no borrowings drawn on this amended and restated multi-currency revolving credit facility and no commercial paper borrowings.

Previous wording

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. See Part I.—Item 1. Financial Statements, Note 10, "Commitments and Contingencies" for further discussion.

Current wording

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. See Part I.—Item 1. Financial Statements, Note 3, "Investments" and Part I.—Item 1. Financial Statements, Note 10, "Commitments and Contingencies" for further discussion.

Previous wording

There were no material changes, except for the cash payment required for the mandatory purchase of the remaining 49.9% ownership interest in Cobra U.K. of $89 million which was made on October 21, 2024, to our material cash requirements from contractual and other obligations outside the ordinary course of business or due to factors similar in nature to inflation, changing prices on operations or changes in the remaining terms of the contracts since December 31, 2023, as reported in Part II.— Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, "Material Cash Requirements from Contractual and Other Obligations" in our Annual Report.

Current wording

There were no material changes to our material cash requirements from contractual and other obligations outside the ordinary course of business or due to factors similar in nature to inflation, changing prices on operations or changes in the remaining terms of the contracts since December 31, 2024, as reported in Part II.— Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, "Material Cash Requirements from Contractual and Other Obligations" in our Annual Report.

Previous wording

Pursuant to the indenture dated May 3, 2012 (as amended, the "May 2012 Indenture"), MCBC issued its outstanding 5.0% senior notes due 2042. Additionally, pursuant to the indenture dated July 7, 2016 ("July 2016 Indenture"), MCBC issued its outstanding 3.0% senior notes due 2026, 4.2% senior notes due 2046 and 1.25% senior notes due 2024 (subsequently repaid upon maturity on July 15, 2024). Further, pursuant to the indenture dated May 29, 2024 ("May 2024 Indenture"), MCBC issued its outstanding 3.8% senior notes due 2032. The issuances of the senior notes under the May 2012 Indenture, the July 2016 Indenture and the May 2024 Indenture were registered under the Securities Act of 1933, as amended. These senior notes are guaranteed on a senior unsecured basis by certain subsidiaries of MCBC, which are listed in Exhibit 22 of this Quarterly Report on Form 10-Q (the Subsidiary Guarantors, and together with the Parent Issuer, the "Obligor Group"). Each of the Subsidiary Guarantors is 100% owned by the Parent Issuer. The guarantees are full and unconditional and joint and several.

Current wording

Pursuant to the indenture dated May 3, 2012 (as amended, the "May 2012 Indenture"), MCBC issued its outstanding 5.0% senior notes due 2042. Additionally, pursuant to the indenture dated July 7, 2016 ("July 2016 Indenture"), MCBC issued its outstanding 3.0% senior notes due 2026 and 4.2% senior notes due 2046. Further, pursuant to the indenture dated May 29, 2024 ("May 2024 Indenture"), MCBC issued its outstanding 3.8% senior notes due 2032. The issuances of the senior notes issued under the May 2012 Indenture, the July 2016 Indenture and the May 2024 Indenture were registered under the Securities Act of 1933, as amended. These senior notes are guaranteed on a senior unsecured basis by certain subsidiaries of MCBC, which are listed in Exhibit 22 of this Quarterly Report on Form 10-Q (the Subsidiary Guarantors, and together with the Parent Issuer, the "Obligor Group"). Each of the Subsidiary Guarantors is 100% owned by the Parent Issuer. The guarantees are full and unconditional and joint and several.

Previous wording

None of our other outstanding debt was issued in a transaction that was registered with the SEC, and such other outstanding debt is issued or otherwise generally guaranteed on a senior unsecured basis by the Obligor Group or other consolidated subsidiaries of MCBC. These other guarantees are also full and unconditional and joint and several.

Current wording

None of our other outstanding debt was issued in a transaction that was registered with the SEC, and such other outstanding debt was issued or otherwise generally guaranteed on a senior unsecured basis by the Obligor Group or other consolidated subsidiaries of MCBC. These other guarantees were also full and unconditional and joint and several.

Previous wording

As of September 30, 2024, the senior notes and related guarantees rank pari-passu with all other unsubordinated debt of the Obligor Group and senior to all future subordinated debt of the Obligor Group. The guarantees can be released upon the sale or transfer of a Subsidiary Guarantors' capital stock or substantially all of its assets, or if such Subsidiary Guarantor ceases to be a guarantor under our other outstanding debt.

Current wording

As of March 31, 2025, the senior notes and related guarantees ranked pari-passu with all other unsubordinated debt of the Obligor Group and senior to all future subordinated debt of the Obligor Group. The guarantees can be released upon the sale or transfer of a Subsidiary Guarantors' capital stock or substantially all of its assets, or if such Subsidiary Guarantor ceases to be a guarantor under our other outstanding debt.

Previous wording

We incurred $424.2 million and paid $563.0 million, for capital improvement projects worldwide in the nine months ended September 30, 2024, excluding capital spending by equity method joint ventures, representing a decrease of $4.2 million from the $428.4 million of capital expenditures incurred in the nine months ended September 30, 2023. We continue to focus on where and how we employ our planned capital expenditures, with an emphasis on obtaining required returns on invested capital as we determine how to best allocate cash within the business.

Current wording

We incurred $130.6 million and paid $237.3 million, for capital improvement projects for the three months ended March 31, 2025, excluding capital spending by equity method joint ventures, representing a decrease of $13.3 million from the $143.9 million of capital expenditures incurred in the three months ended March 31, 2024. We continue to prioritize our planned capital expenditures with a focus on optimizing returns on invested capital.

Previous wording

Our accounting policies and accounting estimates critical to our financial condition and results of operations are set forth in our Annual Report and did not change during the nine months ended September 30, 2024. See Part I.—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for discussion of any recently adopted accounting pronouncements. See also Part I.—Item 1. Financial Statements, Note 5, "Goodwill and Intangible Assets" for discussion of the results of our 2023 annual impairment testing analysis, the related risks to our indefinite-lived intangible brand assets and the goodwill amounts associated with our reporting units.

Current wording

Our accounting policies and accounting estimates critical to our financial condition and results of operations are set forth in our Annual Report and did not change during the three months ended March 31, 2025. See Part I.—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for discussion of any recently adopted accounting pronouncements. See also Part I.—Item 1. Financial Statements, Note 5, "Goodwill and Intangible Assets" for discussion of the results of our 2024 annual impairment testing analysis, the related risks to our indefinite-lived intangible brand assets and the goodwill amounts associated with our reporting units.