Supplemental Guarantor Information | Supplemental Guarantor Information For purposes of this Note 17 , including the tables, "Parent Guarantor and 2012 Issuer" shall mean MCBC. "Subsidiary Guarantors" shall mean certain Canadian and U.S. subsidiaries reflecting the substantial operations of each of our Canada and U.S. segments. SEC Registered Securities On May 3, 2012, MCBC issued $1.9 billion of senior notes, in a registered public offering, consisting of $300 million 2.0% senior notes due 2017, $500 million 3.5% senior notes due 2022, and $1.1 billion 5.0% senior notes due 2042. These senior notes are guaranteed on a senior unsecured basis by the Subsidiary Guarantors, and, no later than 30 days after the consummation of the pending Acquisition, are required to be guaranteed by MillerCoors. Each of the Subsidiary Guarantors is 100% owned by the Parent Guarantor. The guarantees are full and unconditional and joint and several. Additionally, on July 7, 2016, MCBC issued the USD Notes and the EUR Notes, in a registered public offering, as detailed within Note 11, "Debt" . Both the USD Notes and EUR Notes are also guaranteed on a senior unsecured basis by the Subsidiary Guarantors and each of the Subsidiary Guarantors is 100% owned by the Parent Guarantor, and, no later than 30 days after the consummation of the pending Acquisition, the USD Notes and EUR Notes are required to be guaranteed by MillerCoors. The guarantees are full and unconditional and joint and several. None of our other outstanding debt is publicly registered, and such other outstanding debt is guaranteed on a senior unsecured basis by the Parent Guarantor and Subsidiary Guarantors, and, no later than 30 days after the consummation of the pending Acquisition, are required to be guaranteed by MillerCoors. This includes the privately placed CAD Notes issued by Molson Coors International LP on July 7, 2016. These guarantees are full and unconditional and joint and several. See Note 11, "Debt" for details of all debt issued and outstanding as of June 30, 2016 . Presentation In conjunction with the issuance of the 2016 Notes, and as disclosed within Exhibit 99.1 of the Current Report on Form 8-K filed with the SEC on June 28, 2016, we released Molson Coors Brewing Company (U.K.) Limited, our primary U.K. operating entity, Golden Acquisition and Molson Coors Holdings Limited as subsidiary guarantors of our existing and future debt obligations, as evidenced by the supplemental indentures dated May 13, 2016. Accordingly, the 2015 financial information included below has been recast to reflect the release of these entities as subsidiary guarantors. The following information sets forth the unaudited condensed consolidating statements of operations for the three and six months ended June 30, 2016 , and June 30, 2015 , unaudited condensed consolidating balance sheets as of June 30, 2016 , and December 31, 2015 , and unaudited condensed consolidating statements of cash flows for the six months ended June 30, 2016 , and June 30, 2015 . Investments in subsidiaries are accounted for under the equity method; accordingly, entries necessary to consolidate the Parent Guarantor and all of our guarantor and non-guarantor subsidiaries are reflected in the eliminations column. In the opinion of management, separate complete financial statements of MCBC and the Subsidiary Guarantors would not provide additional material information that would be useful in assessing their financial composition. MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (IN MILLIONS) (UNAUDITED) Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 13.5 $ 966.0 $ 1,445.4 $ (67.1 ) $ 2,357.8 Excise taxes — (215.8 ) (498.6 ) — (714.4 ) Net sales 13.5 750.2 946.8 (67.1 ) 1,643.4 Cost of goods sold — (406.6 ) (622.8 ) 53.2 (976.2 ) Gross profit 13.5 343.6 324.0 (13.9 ) 667.2 Marketing, general and administrative expenses (98.1 ) (183.8 ) (296.5 ) 13.9 (564.5 ) Special items, net — 107.9 (33.8 ) — 74.1 Equity income (loss) in subsidiaries 444.3 (204.3 ) 237.2 (477.2 ) — Equity income in MillerCoors — 334.3 — — 334.3 Operating income (loss) 359.7 397.7 230.9 (477.2 ) 511.1 Interest income (expense), net (72.7 ) 140.8 (155.9 ) — (87.8 ) Other income (expense), net (40.3 ) (4.1 ) (1.3 ) — (45.7 ) Income (loss) from continuing operations before income taxes 246.7 534.4 73.7 (477.2 ) 377.6 Income tax benefit (expense) 84.4 (173.3 ) 47.1 — (41.8 ) Net income (loss) from continuing operations 331.1 361.1 120.8 (477.2 ) 335.8 Income (loss) from discontinued operations, net of tax — — (2.3 ) — (2.3 ) Net income (loss) including noncontrolling interests 331.1 361.1 118.5 (477.2 ) 333.5 Net (income) loss attributable to noncontrolling interests — — (2.4 ) — (2.4 ) Net income (loss) attributable to MCBC $ 331.1 $ 361.1 $ 116.1 $ (477.2 ) $ 331.1 Comprehensive income attributable to MCBC $ 452.1 $ 455.2 $ (1.0 ) $ (454.2 ) $ 452.1 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (IN MILLIONS) (UNAUDITED) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 11.0 $ 1,012.2 $ 1,447.9 $ (34.9 ) $ 2,436.2 Excise taxes — (231.0 ) (499.5 ) — (730.5 ) Net sales 11.0 781.2 948.4 (34.9 ) 1,705.7 Cost of goods sold — (452.9 ) (604.4 ) 22.6 (1,034.7 ) Gross profit 11.0 328.3 344.0 (12.3 ) 671.0 Marketing, general and administrative expenses (58.4 ) (187.1 ) (290.7 ) 12.3 (523.9 ) Special items, net — (8.2 ) (34.1 ) — (42.3 ) Equity income (loss) in subsidiaries 288.2 (165.4 ) 189.2 (312.0 ) — Equity income in MillerCoors — 334.8 — — 334.8 Operating income (loss) 240.8 302.4 208.4 (312.0 ) 439.6 Interest income (expense), net (33.1 ) 148.0 (174.7 ) — (59.8 ) Other income (expense), net (1.0 ) 1.0 3.7 — 3.7 Income (loss) from continuing operations before income taxes 206.7 451.4 37.4 (312.0 ) 383.5 Income tax benefit (expense) 103.4 (164.3 ) (10.3 ) — (71.2 ) Net income (loss) from continuing operations 310.1 287.1 27.1 (312.0 ) 312.3 Income (loss) from discontinued operations, net of tax — — 1.6 — 1.6 Net income (loss) including noncontrolling interests 310.1 287.1 28.7 (312.0 ) 313.9 Net (income) loss attributable to noncontrolling interests — — (3.8 ) — (3.8 ) Net income (loss) attributable to MCBC $ 310.1 $ 287.1 $ 24.9 $ (312.0 ) $ 310.1 Comprehensive income attributable to MCBC $ (92.7 ) $ (87.9 ) $ (51.4 ) $ 139.3 $ (92.7 ) MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2016 (IN MILLIONS) (UNAUDITED) Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 6.9 $ 590.1 $ 850.1 $ (40.1 ) $ 1,407.0 Excise taxes — (131.8 ) (289.0 ) — (420.8 ) Net sales 6.9 458.3 561.1 (40.1 ) 986.2 Cost of goods sold — (242.9 ) (352.4 ) 33.1 (562.2 ) Gross profit 6.9 215.4 208.7 (7.0 ) 424.0 Marketing, general and administrative expenses (51.1 ) (104.0 ) (165.5 ) 7.0 (313.6 ) Special items, net — (1.4 ) (33.1 ) — (34.5 ) Equity income (loss) in subsidiaries 228.5 (90.9 ) 87.9 (225.5 ) — Equity income in MillerCoors — 191.9 — — 191.9 Operating income (loss) 184.3 211.0 98.0 (225.5 ) 267.8 Interest income (expense), net (32.8 ) 71.6 (79.3 ) — (40.5 ) Other income (expense), net (22.0 ) (8.7 ) 0.3 — (30.4 ) Income (loss) from continuing operations before income taxes 129.5 273.9 19.0 (225.5 ) 196.9 Income tax benefit (expense) 42.8 (87.9 ) 23.9 — (21.2 ) Net income (loss) from continuing operations 172.3 186.0 42.9 (225.5 ) 175.7 Income (loss) from discontinued operations, net of tax — — (1.8 ) — (1.8 ) Net income (loss) including noncontrolling interests 172.3 186.0 41.1 (225.5 ) 173.9 Net (income) loss attributable to noncontrolling interests — — (1.6 ) — (1.6 ) Net income (loss) attributable to MCBC $ 172.3 $ 186.0 $ 39.5 $ (225.5 ) $ 172.3 Comprehensive income (loss) attributable to MCBC $ 36.3 $ 46.4 $ (100.4 ) $ 54.0 $ 36.3 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2015 (IN MILLIONS) (UNAUDITED) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 6.1 $ 579.0 $ 852.8 $ (4.9 ) $ 1,433.0 Excise taxes — (137.0 ) (290.3 ) — (427.3 ) Net sales 6.1 442.0 562.5 (4.9 ) 1,005.7 Cost of goods sold — (246.0 ) (332.2 ) (1.7 ) (579.9 ) Gross profit 6.1 196.0 230.3 (6.6 ) 425.8 Marketing, general and administrative expenses (30.3 ) (98.5 ) (161.1 ) 6.6 (283.3 ) Special items, net — (8.2 ) (25.5 ) — (33.7 ) Equity income (loss) in subsidiaries 184.0 (56.3 ) 148.8 (276.5 ) — Equity income in MillerCoors — 205.5 — — 205.5 Operating income (loss) 159.8 238.5 192.5 (276.5 ) 314.3 Interest income (expense), net (15.9 ) 75.3 (90.0 ) — (30.6 ) Other income (expense), net 0.3 3.4 2.6 — 6.3 Income (loss) from continuing operations before income taxes 144.2 317.2 105.1 (276.5 ) 290.0 Income tax benefit (expense) 84.8 (134.8 ) (8.4 ) — (58.4 ) Net income (loss) from continuing operations 229.0 182.4 96.7 (276.5 ) 231.6 Income (loss) from discontinued operations, net of tax — — (0.3 ) — (0.3 ) Net income (loss) including noncontrolling interests 229.0 182.4 96.4 (276.5 ) 231.3 Net (income) loss attributable to noncontrolling interests — — (2.3 ) — (2.3 ) Net income (loss) attributable to MCBC $ 229.0 $ 182.4 $ 94.1 $ (276.5 ) $ 229.0 Comprehensive income (loss) attributable to MCBC $ 463.6 $ 417.5 $ 242.3 $ (659.8 ) $ 463.6 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2016 (IN MILLIONS) (UNAUDITED) Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 2,662.6 $ 152.9 $ 174.8 $ — $ 2,990.3 Accounts receivable, net — 165.9 397.2 — 563.1 Other receivables, net 71.7 33.2 50.2 — 155.1 Total inventories — 99.0 135.2 — 234.2 Other current assets, net 29.6 35.8 62.6 — 128.0 Intercompany accounts receivable — 593.0 14.9 (607.9 ) — Total current assets 2,763.9 1,079.8 834.9 (607.9 ) 4,070.7 Properties, net 22.9 568.8 947.5 — 1,539.2 Goodwill — 241.3 1,702.2 — 1,943.5 Other intangibles, net — 3,156.2 1,772.7 — 4,928.9 Investment in MillerCoors — 2,557.1 — — 2,557.1 Net investment in and advances to subsidiaries 9,431.7 2,891.2 5,265.0 (17,587.9 ) — Deferred tax assets 36.4 3.2 0.1 (11.6 ) 28.1 Other assets, net 23.6 122.0 109.1 — 254.7 Total assets $ 12,278.5 $ 10,619.6 $ 10,631.5 $ (18,207.4 ) $ 15,322.2 Liabilities and equity Current liabilities: Accounts payable and other current liabilities $ 85.3 $ 389.1 $ 841.2 $ — $ 1,315.6 Current portion of long-term debt and short-term borrowings 299.9 — 47.1 — 347.0 Discontinued operations — — 5.0 — 5.0 Intercompany accounts payable 424.9 86.1 96.9 (607.9 ) — Total current liabilities 810.1 475.2 990.2 (607.9 ) 1,667.6 Long-term debt 1,601.3 1,079.0 — — 2,680.3 Pension and postretirement benefits 3.5 191.5 14.1 — 209.1 Deferred tax liabilities — 222.1 592.0 (11.6 ) 802.5 Other liabilities 12.4 26.1 39.6 — 78.1 Discontinued operations — — 12.7 — 12.7 Intercompany notes payable — — 5,229.8 (5,229.8 ) — Total liabilities 2,427.3 1,993.9 6,878.4 (5,849.3 ) 5,450.3 MCBC stockholders' equity 9,852.3 13,854.4 3,733.5 (17,587.9 ) 9,852.3 Intercompany notes receivable (1.1 ) (5,228.7 ) — 5,229.8 — Total stockholders' equity 9,851.2 8,625.7 3,733.5 (12,358.1 ) 9,852.3 Noncontrolling interests — — 19.6 — 19.6 Total equity 9,851.2 8,625.7 3,753.1 (12,358.1 ) 9,871.9 Total liabilities and equity $ 12,278.5 $ 10,619.6 $ 10,631.5 $ (18,207.4 ) $ 15,322.2 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2015 (IN MILLIONS) (UNAUDITED) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 146.4 $ 106.2 $ 178.3 $ — $ 430.9 Accounts receivable, net — 120.4 304.3 — 424.7 Other receivables, net 8.7 33.5 59.0 — 101.2 Total inventories — 61.6 117.7 — 179.3 Other current assets, net 45.6 22.4 54.7 — 122.7 Intercompany accounts receivable — 3,796.7 5.5 (3,802.2 ) — Total current assets 200.7 4,140.8 719.5 (3,802.2 ) 1,258.8 Properties, net 20.4 578.7 991.7 — 1,590.8 Goodwill — 225.3 1,758.0 — 1,983.3 Other intangibles, net — 2,954.2 1,791.5 — 4,745.7 Investment in MillerCoors — 2,441.0 — — 2,441.0 Net investment in and advances to subsidiaries 12,394.3 3,459.1 4,765.1 (20,618.5 ) — Deferred tax assets 37.7 — 0.1 (17.6 ) 20.2 Other assets, net 14.0 115.4 107.1 — 236.5 Total assets $ 12,667.1 $ 13,914.5 $ 10,133.0 $ (24,438.3 ) $ 12,276.3 Liabilities and equity Current liabilities: Accounts payable and other current liabilities $ 72.7 $ 332.0 $ 779.7 $ — $ 1,184.4 Current portion of long-term debt and short-term borrowings — — 28.7 — 28.7 Discontinued operations — — 4.1 — 4.1 Intercompany accounts payable 3,652.6 70.6 79.0 (3,802.2 ) — Total current liabilities 3,725.3 402.6 891.5 (3,802.2 ) 1,217.2 Long-term debt 1,902.1 1,006.6 — — 2,908.7 Pension and postretirement benefits 3.3 184.3 14.3 — 201.9 Deferred tax liabilities — 215.7 601.7 (17.6 ) 799.8 Other liabilities 6.5 25.1 43.7 — 75.3 Discontinued operations — — 10.3 — 10.3 Intercompany notes payable — 0.5 4,758.8 (4,759.3 ) — Total liabilities 5,637.2 1,834.8 6,320.3 (8,579.1 ) 5,213.2 MCBC stockholders' equity 7,031.0 16,837.4 3,793.1 (20,618.5 ) 7,043.0 Intercompany notes receivable (1.1 ) (4,757.7 ) (0.5 ) 4,759.3 — Total stockholders' equity 7,029.9 12,079.7 3,792.6 (15,859.2 ) 7,043.0 Noncontrolling interests — — 20.1 — 20.1 Total equity 7,029.9 12,079.7 3,812.7 (15,859.2 ) 7,063.1 Total liabilities and equity $ 12,667.1 $ 13,914.5 $ 10,133.0 $ (24,438.3 ) $ 12,276.3 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (IN MILLIONS) (UNAUDITED) Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 167.4 $ 92.8 $ 44.5 $ (40.3 ) $ 264.4 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to properties (10.2 ) (35.9 ) (75.5 ) — (121.6 ) Proceeds from sales of properties and other assets — 142.1 2.5 — 144.6 Investment in MillerCoors — (810.6 ) — — (810.6 ) Return of capital from MillerCoors — 731.1 — — 731.1 Other 0.9 1.3 (6.3 ) — (4.1 ) Net intercompany investing activity (1.1 ) (39.7 ) (0.9 ) 41.7 — Net cash provided by (used in) investing activities (10.4 ) (11.7 ) (80.2 ) 41.7 (60.6 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock, net 2,525.9 — — — 2,525.9 Exercise of stock options under equity compensation plans 5.4 — — — 5.4 Excess tax benefits from share-based compensation 4.4 — — — 4.4 Dividends paid (161.1 ) (40.3 ) (15.4 ) 40.3 (176.5 ) Debt issuance costs (15.0 ) — — — (15.0 ) Payments on debt and borrowings — — (17.9 ) — (17.9 ) Proceeds on debt and borrowings — — 31.7 — 31.7 Net proceeds from (payments on) revolving credit facilities and commercial paper — — 2.5 — 2.5 Change in overdraft balances and other (0.4 ) — (3.5 ) — (3.9 ) Net intercompany financing activity — 2.0 39.7 (41.7 ) — Net cash provided by (used in) financing activities 2,359.2 (38.3 ) 37.1 (1.4 ) 2,356.6 CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents 2,516.2 42.8 1.4 — 2,560.4 Effect of foreign exchange rate changes on cash and cash equivalents — 3.9 (4.9 ) — (1.0 ) Balance at beginning of year 146.4 106.2 178.3 — 430.9 Balance at end of period $ 2,662.6 $ 152.9 $ 174.8 $ — $ 2,990.3 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (IN MILLIONS) (UNAUDITED) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and 2012 Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 192.2 $ 252.2 $ — $ (246.3 ) $ 198.1 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to properties (6.4 ) (40.9 ) (92.5 ) — (139.8 ) Proceeds from sales of properties and other assets — 0.5 7.0 — 7.5 Acquisition of businesses, net of cash acquired — — (51.1 ) — (51.1 ) Investment in MillerCoors — (758.1 ) — — (758.1 ) Return of capital from MillerCoors — 692.9 — — 692.9 Other — (2.4 ) (7.1 ) — (9.5 ) Net intercompany investing activity (56.2 ) (173.8 ) (184.5 ) 414.5 — Net cash provided by (used in) investing activities (62.6 ) (281.8 ) (328.2 ) 414.5 (258.1 ) CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of stock options under equity compensation plans 28.6 — — — 28.6 Excess tax benefits from share-based compensation 7.6 — — — 7.6 Dividends paid (136.0 ) (246.3 ) (16.3 ) 246.3 (152.3 ) Payments for purchase of treasury stock (50.1 ) — — — (50.1 ) Payments on debt and borrowings — — (14.6 ) — (14.6 ) Proceeds on debt and borrowings — — 27.9 — 27.9 Net proceeds from (payments on) revolving credit facilities and commercial paper 64.9 — 2.3 — 67.2 Change in overdraft balances and other (0.4 ) (0.3 ) (38.3 ) — (39.0 ) Net intercompany financing activity — 240.7 173.8 (414.5 ) — Net cash provided by (used in) financing activities (85.4 ) (5.9 ) 134.8 (168.2 ) (124.7 ) CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents 44.2 (35.5 ) (193.4 ) — (184.7 ) Effect of foreign exchange rate changes on cash and cash equivalents — (11.3 ) (14.8 ) — (26.1 ) Balance at beginning of year 40.9 173.2 410.5 — 624.6 Balance at end of period $ 85.1 $ 126.4 $ 202.3 $ — $ 413.8 |