Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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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, 2024, December 31, 2023 and December 31, 2022

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Notes to Consolidated Financial Statements

(2)Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

(3)Exhibit list

Incorporated by ReferenceFiled/Furnished Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
3.1Restated Certificate of Incorporation of Molson Coors Beverage Company, as amended to date.10-K3.1February 12, 2020
3.2Fifth Amended and Restated Bylaws of Molson Coors Beverage Company.8-K3.1May 23, 2022
4.1.1Specimen Class A Common Stock Certificate10-K4.1.1February 12, 2020
4.1.2Specimen Class B Common Stock Certificate10-K4.1.2February 12, 2020
4.2.1Indenture, 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-K4.1May 3, 2012
4.2.2First 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-K4.2May 3, 2012
4.2.3Second 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-Q4.8August 8, 2012
4.2.4Third 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-K4.3June 28, 2016
4.2.5Fourth 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-Q4.9November 1, 2016
Incorporated by ReferenceFiled/Furnished Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.2.6Fifth 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-Q4.10November 1, 2016
4.2.7Sixth 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-K4.2.7February 14, 2017
4.2.8Seventh 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-K4.1.8February 14, 2018
4.2.9Eighth 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-Q4.1October 29, 2020
4.2.10Form of 5.000% Senior Notes due 2042.8-K4.2May 3, 2012
4.3Registration 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-K99.2February 15, 2005
4.4.1Indenture, 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-K4.1July 7, 2016
4.4.2First 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-K4.2July 7, 2016
4.4.3Second 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-K4.3July 7, 2016
4.4.4Third 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-Q4.14November 1, 2016
4.4.5Fourth 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-Q4.15November 1, 2016
4.4.6Fifth 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-K4.5.6February 14, 2017
Incorporated by ReferenceFiled/Furnished Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.4.7Sixth 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-K4.8.7February 14, 2018
4.4.8Seventh 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-Q4.3October 29, 2020
4.4.9Form of 3.000% Senior Notes due 2026****.8-K4.3July 7, 2016
4.4.10Form of 4.200% Senior Notes due 2046.8-K4.3July 7, 2016
4.5.1Indenture, 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-K4.9July 7, 2016
4.5.2First 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-K4.10July 7, 2016
4.5.3Second 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-Q4.7November 1, 2016
4.5.4Third 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-Q4.8November 1, 2016
4.5.5Fourth 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-K4.11.5February 14, 2017
4.5.6Fifth 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-K4.14.6February 14, 2018
4.5.7Sixth 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-Q4.4October 29, 2020
4.5.8Form of 3.440% Senior Notes due 2026.8-K4.10July 7, 2016
4.6.1Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee.8-K4.1May 29, 2024
4.6.2First Supplemental Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee****.8-K4.2May 29, 2024
4.6.3Form of 3.800% Senior Notes due 20328-K4.2May 29, 2024
4.7Description of Registrant's Capital StockX
Incorporated by ReferenceFiled/Furnished Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.8Description of Registrant's 3.800% Senior Notes due 2032.X
10.1*****Amended and Restated Molson Coors Brewing Company Directors' Stock Plan effective May 31, 2012.10-Q10.7August 8, 2012
10.2.1*****Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan.8-K10.1May 28, 2021
10.2.2*****Form of Directors DSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.10-K10.2.4February 14, 2017
10.2.3*****Form of Stock Option pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.10-K10.7.8February 12, 2015
10.2.4*****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-K10.2.7February 23, 2022
10.2.5*****Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024.10-Q10.4April 30, 2024
10.2.6*****Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).10-Q10.7April 30, 2024
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 awards granted beginning in 2024 applicable to Gavin D.K. Hattersley.10-Q10.10April 30, 2024
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-Q10.6May 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-K10.2.9February 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-K10.2.10February 23, 2022
10.2.11*****Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024.10-Q10.2April 30, 2024
10.2.12*****Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).10-Q10.5April 30, 2024
Incorporated by ReferenceFiled/Furnished Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
10.2.13*****Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to Gavin D.K. Hattersley.10-Q10.8April 30, 2024
10.2.14*****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-K10.2.11February 23, 2022
10.2.15*****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-Q10.1May 3, 2022
10.2.16*****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-Q10.2May 3, 2022
10.2.17*****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-Q10.3May 3, 2022
10.2.18*****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-Q10.6May 2, 2023
10.2.19*****Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024.10-Q10.3April 30, 2024
10.2.20*****Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).10-Q10.6April 30, 2024
10.2.21*****Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to Gavin D.K. Hattersley.10-Q10.9April 30, 2024
10.3*****Form of Executive Continuity and Protection Program Letter Agreement****.10-Q10.7May 11, 2005
10.4*****Molson Coors Deferred Compensation Plan, as amended and restated effective January 1, 2018.8-K10.1May 25, 2018
10.5*****Molson Coors Brewing Company Amended and Restated Change in Control Protection Program dated as of July 18, 2019.8-K10.1July 24, 2019
10.6*****Offer Letter, dated as of November 22, 2016, by and between Molson Coors Brewing Company and Tracey Joubert.8-K10.1November 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-K10.1July 31, 2019
10.8*****Offer Letter, dated February 23, 2023, by and between Molson Coors Beverage Company and Michelle St. Jacques.8-K10.1February 28, 2023
Incorporated by ReferenceFiled/Furnished Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
10.9*****Offer Letter, dated July 21, 2023, by and between Molson Coors Beverage Company and Natalie G. Maciolek****.10-Q10.1April 30, 2024
10.10.1*****Directors Service Agreement, dated January 1, 2022, by and between Zagrebačka Pivovara d.o.o. and Sergii Ieskov.10-Q10.2May 2, 2023
10.10.2*****Mutual Agreement on Termination between Sergii Ieskov, Zagrebačka Pivovara d.o.o., and Molson Coors Beverage Company dated October 17, 20248-K10.1October 18, 2024
10.11.1**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-K10.1June 28, 2023
10.11.2**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-K10.2June 28, 2023
10.11.3Amendment No. 1 and Extension Agreement, dated as of June 3, 2024, by and among Molson Coors Beverage Company, the Extending Lenders party thereto and Citibank, N.A., as Administrative Agent****.8-K10.1June 7, 2024
10.12Form of Commercial Paper Dealer Agreement8-K10.3July 13, 2017
10.13Form of Amendment to Commercial Paper Dealer Agreement10-K10.12February 21, 2023
19Insider Trading PolicyX
21Subsidiaries of the Registrant.X
22Molson Coors Beverage Company List of Parent Issuer and Guarantor Subsidiaries.X
23Consent of Independent Registered Public Accounting Firm.X
31.1Section 302 Certification of Chief Executive Officer.X
31.2Section 302 Certification of Chief Financial Officer.X
32Written 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 Policy10-K97February 20, 2024X
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 documentX
101.SCH*******XBRL Taxonomy Extension Schema DocumentX
101.CAL*******XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEF*******XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LAB*******XBRL Taxonomy Extension Label Linkbase DocumentX
101.PRE*******XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover 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

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(IN MILLIONS)

Balance at beginning of yearAdditions charged to costs and expensesDeductionsForeign exchange impactBalance at end of year
Deferred tax valuation allowance
Year ended:
December 31, 2024$61.9$29.3$(9.6)$(1.7)$79.9
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

Additional amounts related to the deferred tax valuation allowance are primarily due to the valuation allowance that was recorded on deferred tax assets in the third quarter of 2024 related to the sale of certain of our U.S. craft businesses. The sale 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 $20.0 million valuation allowance was recorded for the twelve months ended December 31, 2024. Deduction amounts are primarily due to the re-evaluation 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.

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