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Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
The changes in the gross carrying value of goodwill and accumulated impairment losses are presented in the table below by segment.
 Americas
EMEA&APAC (1)
Consolidated
(In millions)
Gross carrying value of goodwill$6,846.4 $1,569.1 $8,415.5 
Accumulated impairment losses(695.4)(1,569.1)(2,264.5)
Balance as of December 31, 2020$6,151.0 $— $6,151.0 
Foreign currency translation, net1.6 — 1.6 
Gross carrying value of goodwill6,852.9 1,517.2 8,370.1 
Accumulated impairment losses(700.3)(1,517.2)(2,217.5)
Balance as of December 31, 2021$6,152.6 $— $6,152.6 
Impairments(845.0)— (845.0)
Foreign currency translation, net(15.7)— (15.7)
Gross carrying value of goodwill6,790.4 1,387.6 8,178.0 
Accumulated impairment losses(1,498.5)(1,387.6)(2,886.1)
Balance as of December 31, 2022$5,291.9 $— $5,291.9 
(1)The EMEA&APAC goodwill balance was fully impaired during the year ended December 31, 2020. Subsequent changes in the gross carrying value of goodwill and accumulated impairment loss balances are due to fluctuations in foreign exchange rates, which are presented net in the table above, as well as an immaterial write-off related to the disposal of our India entity in 2022.
The following table presents details of our intangible assets, other than goodwill, as of December 31, 2022:
Useful lifeGrossAccumulated
amortization		Net
 (Years)(In millions)
Intangible assets subject to amortization    
Brands
10 - 50
$4,861.1 $(1,416.7)$3,444.4 
License agreements and distribution rights
15 - 20
200.0 (108.0)92.0 
Other
5 - 40
88.8 (27.7)61.1 
Intangible assets not subject to amortization    
BrandsIndefinite8,148.6 — 8,148.6 
Distribution networksIndefinite746.4 — 746.4 
OtherIndefinite307.6 — 307.6 
Total $14,352.5 $(1,552.4)$12,800.1 
The following table presents details of our intangible assets, other than goodwill, as of December 31, 2021:
Useful lifeGrossAccumulated
amortization		Net
 (Years)(In millions)
Intangible assets subject to amortization    
Brands
10 - 50
$5,081.8 $(1,267.1)$3,814.7 
License agreements and distribution rights
15 - 20
206.8 (107.2)99.6 
Other
3 - 40
98.5 (32.0)66.5 
Intangible assets not subject to amortization    
BrandsIndefinite8,197.9 — 8,197.9 
Distribution networksIndefinite800.5 — 800.5 
OtherIndefinite307.6 — 307.6 
Total $14,693.1 $(1,406.3)$13,286.8 
The changes in the gross carrying amounts of intangible assets from December 31, 2021 to December 31, 2022 are primarily due to the impact of foreign exchange rates, as a significant amount of intangible assets are denominated in foreign currencies.
Based on foreign exchange rates as of December 31, 2022, the estimated future amortization expense of intangible assets is as follows:
YearAmount
 (In millions)
2023$204.1 
2024$202.7 
2025$202.7 
2026$184.2 
2027$119.8 
Amortization expense of intangible assets was $208.1 million, $218.0 million and $220.0 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively. This expense is primarily presented within MG&A in our consolidated statements of operations.
Annual 2022 Impairment Assessment
We completed our required annual goodwill and indefinite-lived intangible asset impairment testing as of October 1, 2022, the first day of our fourth quarter, using a combination of a discounted cash flow analysis and market approach in the determination of fair value and concluded that the carrying value of the Americas reporting unit was in excess of its fair value amount such that an impairment loss of $845.0 million was recorded to the "Goodwill impairment" line item on the consolidated statements of operations. Due to the partial impairment of the Americas reporting unit goodwill, the remaining goodwill balance related to this reporting unit is still considered to be at risk for future impairments as further discussed below. Prior to the quantitative goodwill impairment test, we tested the recoverability of the indefinite-lived and definite-lived intangible assets and other long-lived assets within our Americas reporting unit and concluded no impairments were noted.
The decline in the fair value of the Americas reporting unit in the current year was largely impacted by macroeconomic factors including an increase to the discount rate as a result of the recent rising interest rate environment as well as reductions in management forecasts and expectations due primarily to cost inflation pressures in the near to medium term and a softening beer market in certain markets in which we operate. Specifically, the discount rate used in developing our annual fair value estimates for the Americas reporting unit in the current year was 8.75% based on market-specific factors as compared to 8.25% used as of the October 1, 2021 annual testing date.
Due to the partial impairment charge, the reporting unit is still considered to be at risk of future impairment. We continue to focus on building on the strength of our iconic core brands, growing our above premium portfolio and expanding beyond the beer aisle. While progress has been made on this strategy, including the increasing proportion of our above premium portfolio over the last several years and the strengthening of our core brands, the growth targets included in management’s forecasted future cash flows are inherently at risk given that the strategies are still in progress. In addition, these growth targets have been
adjusted to align with current expectations of the beer industry environment and broader macroeconomic conditions such as cost inflation for certain inputs, which could continue to put pressure on achieving key margin and cash flow projections into the future. Additionally, the fair value determinations are sensitive to further unfavorable changes in forecasted cash flows, macroeconomic conditions, market multiples or discount rates that could negatively impact future analyses, including the ongoing impacts of cost inflation, further increases to interest rates, and other external industry factors impacting our business. The key assumptions used to derive the estimated fair values of our reporting units represent Level 3 measurements.
Indefinite-Lived Intangible Assets
The fair value of the Coors brands in the Americas, the Miller brands in the U.S., the Carling brands in the U.K. and Staropramen brands in EMEA&APAC all exceed their respective carrying values by over 15.0% as of the annual testing date and therefore are not considered at risk for potential future impairment.
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, and 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, a continuation of the trend away from core brands in certain of our markets, especially in markets where our core brands represent a significant portion of the market, unfavorable working capital changes and an inability to successfully achieve our cost savings targets, (ii) adverse changes in macroeconomic conditions or an economic recovery that significantly differs from our assumptions in timing and/or degree (such as a global pandemic or recession), (iii) significant unfavorable changes in tax rates (iv) volatility in the equity and debt markets or other country specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples; 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 lingering coronavirus pandemic and the potential impacts either 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 or the pandemic, could also result in a meaningful change to our weighted-average cost of capital calculation and other inputs used in our impairment assessment.
Annual 2021 Impairment Assessment
We completed our required annual goodwill and indefinite-lived intangible asset impairment analysis as of October 1, 2021 and concluded that the fair value of the Americas reporting unit was determined to be in excess of its carrying amount and no goodwill impairment charge was required. While the Americas reporting unit did not have an impairment of goodwill, it was considered to be at risk for future impairments with only 6% cushion of fair value in excess of carrying value.
We also evaluated the indefinite-lived and definite-lived intangible assets within our Americas and EMEA&APAC reporting unit and concluded no impairments were required for our indefinite-lived assets or definite-lived intangible assets.
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. As noted above, we tested the recoverability of the indefinite-lived and definite-lived intangible assets and other long-lived assets within our Americas reporting unit prior to the annual quantitative goodwill impairment test, with no impairment noted.
During the first quarter of 2022, we identified a triggering event related to the Truss joint venture asset group within our Americas segment and recognized an impairment loss of $28.6 million, of which $12.1 million was attributable to the noncontrolling interest. 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 2022 or 2021 related to definite-lived intangible assets or other long-lived assets.