What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-21 · 49 added, 69 removed, 240 unchanged (33% of the section changed)

2 unchanged sentences

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, 2022 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.

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.

15 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, no directors or officers adopted or terminated 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.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

22 unchanged sentences

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.

Outstanding RSUs, DSUs

and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

29 unchanged sentences

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.

17 unchanged sentences

8-K 99.2 February 15, 2005

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

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.

4 unchanged sentences

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.

20 unchanged sentences

10-Q 4.7 November 1, 2016

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

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.

4 unchanged sentences

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.

2 unchanged sentences

8-K 4.10 July 7, 2016

4.11 Form of 3.440% Senior Notes due 2026.

8-K 4.10 July 7, 2016

4.11 Description of Registrant's Securities.

17 unchanged sentences

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-K 10.2.8 February 23, 2022

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

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.

6 unchanged sentences

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.

2 unchanged sentences

10-Q 10.3 May 3, 2022

F orm of R estr icted Stock Unit Agreement pu r suant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2023 .

10.6 May 2, 2023

* 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 .

8 unchanged sentences

8-K 10.1 July 31, 2019

10.8 * Executive Employment Offer Letters, dated November 17, 2019 and January 12, 2019, by and between Molson Coors Brewing Company and Michelle St.

10-Q 10.3 April 30, 2020

10.9 * Offer Letter, dated as of November 17, 2019, by and between Molson Coors Beverage Company and Pete Marino.

10.8 * Offer Letter, dated February 23, 2023, by and between Molson Coors Beverage Company and Michelle St.

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

10.10.1 Credit Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the borrowing subsidiaries party thereto, CitiBank, N.A., as administrative agent and a U.S.

issuing bank, Bank of America, N.A., as a U.S.

issuing bank, The Bank of Tokyo Mitsubishi UFJ, LTD.

issuing bank, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and The Bank of Tokyo Mitsubishi UFJ, Ltd.

as joint lead arrangers and joint bookrunners, and Bank of America, N.A.

and The Bank of Tokyo Mitsubishi UFJ, Ltd.

as Co-Syndication Agents.

8-K 10.1 July 13, 2017

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

10.10.2 Amendment No.

1 and Extension Agreement, dated as of July 19, 2018, by and among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc.

and Molson Coors International LP, the lenders party thereto, and Citibank, N.A., as administrative agent.

8-K 10.1 July 19, 2018

10.10.3 Extension Agreement, dated as of July 7, 2019, by and among Molson Coors Brewing Company, the Lenders party thereto, and Citibank, N.A., as Administrative Agent.

8-K 10.1 July 8, 2019

10.10.4 Amendment No.

2, dated as of June 19, 2020, by and among Molson Coors Beverage Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc.

and Molson Coors International LP, the lenders party thereto, and Citibank, N.A., as administrative agent.

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

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

10.10.5 Amendment No.

3 to the Credit Agreement, dated as of October 5, 2021, by and among Molson Coors Beverage Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada, Inc., Molson Coors International LP and Citibank, N.A., as administrative agent.

8-K 10.1 October 7, 2021

10.10.6 Subsidiary Guarantee Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as administrative agent.

8-K 10.2 July 13, 2017

10.10.7 Supplement No.

1, dated as of January 11, 2018, to the Subsidiary Guarantee Agreement, dated July 7, 2017, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as administrative agent.

10-K 10.8.3 February 14, 2018

10.10.8 Supplement No.

2, dated as of January 14, 2019, to the Subsidiary Guarantee Agreement, dated July 7, 2017, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as administrative agent.

10-K 10.7.5 February 12, 2019

10.10.9 Supplement No.

3, dated as of August 31, 2020, to the Subsidiary Guarantee Agreement, dated July 7, 2017, by and among Molson Coors Beverage Company, the subsidiaries named on Schedule I thereto, and Citibank N.A., as administrative agent.

10-Q 10.1 October 29, 2020

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

1 unchanged sentence

10.12 Form of Amendment to Commercial Paper Dealer Agreement

10-K 10.12 February 21, 2023

21 Subsidiaries of the Registrant.

22 Molson Coors Beverage Company List of Parent Issuer and Guarantor Subsidiaries.

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

23 Consent of Independent Registered Public Accounting Firm.

3 unchanged sentences

Section 1350).

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

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

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

Global Incentive Compensation Clawback Policy

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

XBRL Taxonomy Extension Schema Document X

XBRL Taxonomy Extension Calculation Linkbase Document X

XBRL Taxonomy Extension Definition Linkbase Document X

XBRL Taxonomy Extension Label Linkbase Document X

XBRL Taxonomy Extension Presentation Linkbase Document X

Cover page formatted as Inline XBRL and contained in Exhibit 101.

* 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):

10 unchanged sentences

impact Balance at

Allowance for obsolete supplies and inventory

December 31, 2022 $ 44.1 $ 169.9 $ ( 151.6 ) $ ( 1.5 ) $ 60.9

December 31, 2021 $ 38.4 $ 109.9 $ ( 103.8 ) $ ( 0.4 ) $ 44.1

December 31, 2020 $ 22.2 $ 70.6 $ ( 54.3 ) $ ( 0.1 ) $ 38.4

Deferred tax valuation account

Deferred tax valuation allowance

December 31, 2023 $ 57.2 $ 13.2 $ ( 10.2 ) $ 1.7 $ 61.9

1 unchanged sentence

December 31, 2021 $ 62.2 $ 14.8 $ ( 16.2 ) $ ( 0.1 ) $ 60.7

Deduction amounts related to inventories are write-offs of obsolete inventories and supplies.

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.

16 unchanged sentences

(Principal Accounting Officer)

By /s/ PETER H.

COORS Chairman

By /s/ ANDREW T.

MOLSON Vice Chairman

By /s/ GEOFFREY E.

MOLSON Chairman

By /s/ DAVID S.

COORS Vice Chairman

By /s/ JULIA M.

BROWN Director

By /s/ DAVID S.

By /s/ PETER H.

COORS Director

5 unchanged sentences

HERINGTON Director

By /s/ GEOFFREY E.

By /s/ ANDREW T.

MOLSON Director

3 unchanged sentences

Sanford Riley

By /s/ JILL TIMM Director

By /s/ LEROY J.

1 unchanged sentence

Williams, Jr.

By /s/ LOUIS VACHON Director

By /s/ JAMES A.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures