MOLSON COORS BEVERAGE CO
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 20, 2024
TAP-A$43.000.0%Stored close · as of Nov 9, 2026
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Item 15. Exhibits and 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
Consolidated Statements of Comprehensive Income (Loss) 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 | Restated Certificate of Incorporation of Molson Coors Beverage Company, as amended to date. | 10-K | 3.1 | February 12, 2020 |
| 3.2 | Fifth Amended and Restated Bylaws of Molson Coors Beverage Company. | 8-K | 3.1 | May 23, 2022 |
| 4.1.1 | Specimen Class A Common Stock Certificate | 10-K | 4.1.1 | February 12, 2020 |
| 4.1.2 | Specimen Class B Common Stock Certificate | 10-K | 4.1.2 | February 12, 2020 |
| 4.2.1 | Indenture, dated as of May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 8-K | 4.1 | May 3, 2012 |
| 4.2.2 | First Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 8-K | 4.2 | May 3, 2012 |
| Incorporated by Reference · Filed/Furnished Herewith | ||||
|---|---|---|---|---|
| Exhibit Number | Document Description | Form | Exhibit | Filing Date |
| 4.2.3 | Second Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-Q | 4.8 | August 8, 2012 |
| 4.2.4 | Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 8-K | 4.3 | June 28, 2016 |
| 4.2.5 | Fourth Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-Q | 4.9 | November 1, 2016 |
| 4.2.6 | Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-Q | 4.10 | November 1, 2016 |
| 4.2.7 | Sixth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-K | 4.2.7 | February 14, 2017 |
| 4.2.8 | Seventh Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-K | 4.1.8 | February 14, 2018 |
| 4.2.9 | Eighth Supplemental Indenture, dated as of August 31, 2020, to the Indenture dated May 3, 2012, by and among Molson Coors Beverage Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-Q | 4.1 | October 29, 2020 |
| 4.3 | Form of 5.000% Senior Notes due 2042. | 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 | Indenture, dated as of July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 8-K | 4.1 | July 7, 2016 |
| 4.5.2 | First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and paying agent. | 8-K | 4.2 | July 7, 2016 |
| 4.5.3 | Second Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 8-K | 4.3 | July 7, 2016 |
| Incorporated by Reference · Filed/Furnished Herewith | ||||
|---|---|---|---|---|
| Exhibit Number | Document Description | Form | Exhibit | Filing Date |
| 4.5.4 | Third Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-Q | 4.14 | November 1, 2016 |
| 4.5.5 | Fourth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-Q | 4.15 | November 1, 2016 |
| 4.5.6 | Fifth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-K | 4.5.6 | February 14, 2017 |
| 4.5.7 | Sixth Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-K | 4.8.7 | February 14, 2018 |
| 4.5.8 | Seventh Supplemental Indenture, dated as of August 31, 2020, to the Indenture dated July 7, 2016, by and among Molson Coors Beverage Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee. | 10-Q | 4.3 | October 29, 2020 |
| 4.6 | Form of 1.250% Senior Notes due 2024. | 8-K | 4.2 | July 7, 2016 |
| 4.7 | Form of 3.000% Senior Notes due 2026. | 8-K | 4.3 | July 7, 2016 |
| 4.8 | Form of 4.200% Senior Notes due 2046. | 8-K | 4.3 | July 7, 2016 |
| 4.9.1 | Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee. | 8-K | 4.9 | July 7, 2016 |
| 4.9.2 | First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee. | 8-K | 4.10 | July 7, 2016 |
| 4.9.3 | Second Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | 10-Q | 4.7 | November 1, 2016 |
| 4.9.4 | Third Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | 10-Q | 4.8 | November 1, 2016 |
| 4.9.5 | Fourth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | 10-K | 4.11.5 | February 14, 2017 |
| 4.9.6 | Fifth Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | 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 | Sixth Supplemental Indenture, dated as of August 31, 2020, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee. | 10-Q | 4.4 | October 29, 2020 | |
| 4.10 | Form of 3.440% Senior Notes due 2026. | 8-K | 4.10 | July 7, 2016 | |
| 4.11 | Description of Registrant's Securities. | 10-K | 4.18 | February 12, 2020 | |
| 10.1 | * | Amended and Restated Molson Coors Brewing Company Directors' Stock Plan effective May 31, 2012. | 10-Q | 10.7 | August 8, 2012 |
| 10.2.1 | * | Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan. | 8-K | 10.1 | May 28, 2021 |
| 10.2.2 | * | Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan for awards granted prior to 2020. | 10-K | 10.2.2 | February 14, 2017 |
| 10.2.3 | * | Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan for awards granted prior to 2020. | 10-K | 10.2.3 | February 14, 2017 |
| 10.2.4 | * | Form of Directors DSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. | 10-K | 10.2.4 | February 14, 2017 |
| 10.2.5 | * | Form of Directors RSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan for awards granted prior to 2020. | 10-Q | 10.6 | November 7, 2008 |
| 10.2.6 | * | Form of Stock Option pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. | 10-K | 10.7.8 | February 12, 2015 |
| 10.2.7 | * | Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020. | 10-K | 10.2.7 | February 23, 2022 |
| 10.2.8 | * | Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020. | 10-Q | 10.6 | May 2, 2023 |
| 10.2.9 | * | Form of Director Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020. | 10-K | 10.2.9 | February 23, 2022 |
| 10.2.10 | * | Form of Nonqualified Stock Option pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020. | 10-K | 10.2.10 | February 23, 2022 |
| 10.2.11 | * | Form of Cash-Settled Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020. | 10-K | 10.2.11 | February 23, 2022 |
| 10.2.12 | * | Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2022. | 10-Q | 10.1 | May 3, 2022 |
| Incorporated by Reference · Filed/Furnished Herewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number · Document Description · Form · Exhibit · Filing Date | ||||||
| 10.2.13 | * | Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2022 applicable to Gavin D.K. Hattersley. | 10-Q | 10.2 | May 3, 2022 | |
| 10.2.14 | * | Form of Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2022 applicable to Gavin D.K. Hattersley. | 10-Q | 10.3 | May 3, 2022 | |
| 10.2.15 | * | Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2023. | 10-Q | 10.6 | May 2, 2023 | |
| 10.2.16 | * | Directors Service Agreement, dated January 1, 2022, by and between Zagrebačka Pivovara d.o.o. and Sergii Ieskov. | 10-Q | 10.2 | May 2, 2023 | |
| 10.3 | * | Form of Executive Continuity and Protection Program Letter Agreement. | 10-Q | 10.7 | May 11, 2005 | |
| 10.4 | * | Molson Coors Deferred Compensation Plan, as amended and restated effective January 1, 2018. | 8-K | 10.1 | May 25, 2018 | |
| 10.5 | * | Molson Coors Brewing Company Amended and Restated Change in Control Protection Program dated as of July 18, 2019. | 8-K | 10.1 | July 24, 2019 | |
| 10.6 | * | Offer Letter, dated as of November 22, 2016, by and between Molson Coors Brewing Company and Tracey Joubert. | 8-K | 10.1 | November 25, 2016 | |
| 10.7 | * | Offer Letter, dated as of July 30, 2019, by and between Molson Coors Brewing Company and Gavin D.K. Hattersley. | 8-K | 10.1 | July 31, 2019 | |
| 10.8 | * | Offer Letter, dated February 23, 2023, by and between Molson Coors Beverage Company and Michelle St. Jacques. | 8-K | 10.1 | February 28, 2023 | |
| 10.9.1 | * | Offer Letter, dated November 12, 2021, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo. | 10-Q | 10.3 | May 2, 2023 | |
| 10.9.2 | * | Consulting Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo. | 8-K | 10.1 | April 6, 2023 | |
| 10.9.3 | * | General Waiver and Release Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo. | 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 | Form of Commercial Paper Dealer Agreement | 8-K | 10.3 | July 13, 2017 | ||
| 10.12 | Form of Amendment to Commercial Paper Dealer Agreement | 10-K | 10.12 | February 21, 2023 | ||
| 21 | Subsidiaries of the Registrant. | X | ||||
| 22 | Molson Coors Beverage Company List of Parent Issuer and Guarantor Subsidiaries. | X | ||||
| Incorporated by Reference | Filed/Furnished Herewith | |||||
| Exhibit Number | Document Description | Form | Exhibit | Filing Date | ||
| 23 | Consent of Independent Registered Public Accounting Firm. | X | ||||
| 31.1 | Section 302 Certification of Chief Executive Officer. | X | ||||
| 31.2 | Section 302 Certification of Chief Financial Officer. | X | ||||
| 32 | Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). | XX | ||||
| 97 | * | Global Incentive Compensation Clawback Policy | 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
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
| Balance atbeginningof year | Additionscharged tocosts andexpenses | Deductions | Foreignexchangeimpact | Balance atend of year | |
|---|---|---|---|---|---|
| Deferred tax valuation allowance | |||||
| Year ended: | |||||
| December 31, 2023 | $57.2 | $13.2 | $(10.2) | $1.7 | $61.9 |
| December 31, 2022 | $60.7 | $20.6 | $(23.0) | $(1.1) | $57.2 |
| December 31, 2021 | $62.2 | $14.8 | $(16.2) | $(0.1) | $60.7 |
Deduction amounts related to the deferred tax valuation allowance are primarily due to the utilization of capital loss and operating loss carryforwards and re-evaluations of deferred tax assets.
The impacts of changes in income tax rates on deferred tax valuation allowances are reported in the additions or deductions column accordingly.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.