Supplemental Guarantor Information | Supplemental Guarantor Information For purposes of this Note 19, including the tables, "Parent Guarantor and 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. Additionally, on July 7, 2016 , MCBC issued the USD Notes and the EUR Notes, in a registered public offering, as detailed within Note 12, "Debt" . "Parent Guarantor and Issuer" in the below tables is specifically referring to MCBC in its capacity as the issuer of these 2012 and 2016 issuances. These senior notes are guaranteed on a senior unsecured basis by the Subsidiary Guarantors, and, subsequent to the consummation of the Acquisition, which occurred on October 11, 2016 , have been 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. 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, upon consummation of the Acquisition, which occurred on October 11, 2016 , have been 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 12, "Debt" for details of all debt issued and outstanding as of December 31, 2016 . Presentation As a result of our adoption of the FASB's recently issued share-based compensation guidance in the third quarter of 2016, we recast our condensed consolidated statements of cash flows for all periods presented. The adoption of this guidance also impacted our previously reported quarterly results for fiscal years 2015 and 2016. For purposes of this supplemental guarantor information, the recast impacted the Parent Guarantor only. See Note 2, "New Accounting Pronouncements" for further details. 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 and 2014 financial information included below has been recast to reflect the release of these entities as subsidiary guarantors. During the fourth quarter of 2016, we corrected the allocation of income tax expense assigned to the subsidiary guarantors and subsidiary non guarantors to derive equity income (loss) in subsidiaries in 2015 and 2014. This resulted in a revision to this line item and net income (loss) from continuing operations within the condensed consolidating statements of operations for the subsidiary guarantors, subsidiary non guarantors and eliminations columns of a $26.3 million loss, $70.1 million of income and a $43.8 million loss, respectively, for the year ended December 31, 2015, and a $139.2 million loss, $195.1 million of income and a $55.9 million loss, respectively, for the year ended December 31, 2014. This revision did not impact the condensed consolidating statement of operations for the year ended December 31, 2016, or the condensed consolidating balance sheets as of December 31, 2016, and December 31, 2015. The changes to our historical condensed consolidating statements of operations are not material to the financial statements taken as a whole for any periods impacted. The following information sets forth the condensed consolidating statements of operations for the years ended December 31, 2016 , December 31, 2015 , and December 31, 2014 , condensed consolidating balance sheets as of December 31, 2016 , and December 31, 2015 , and condensed consolidating statements of cash flows for the years ended December 31, 2016 , December 31, 2015 , and December 31, 2014 . 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 YEAR ENDED DECEMBER 31, 2016 (IN MILLIONS) Parent Guarantor and Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 26.5 $ 3,742.8 $ 3,044.3 $ (216.2 ) $ 6,597.4 Excise taxes — (661.4 ) (1,051.0 ) — (1,712.4 ) Net sales 26.5 3,081.4 1,993.3 (216.2 ) 4,885.0 Cost of goods sold — (1,836.2 ) (1,352.5 ) 185.6 (3,003.1 ) Gross profit 26.5 1,245.2 640.8 (30.6 ) 1,881.9 Marketing, general and administrative expenses (249.6 ) (805.2 ) (573.1 ) 30.6 (1,597.3 ) Special items, net (1.0 ) 2,556.3 (31.4 ) — 2,523.9 Equity income (loss) in subsidiaries 2,251.7 (21.8 ) (129.0 ) (2,100.9 ) — Equity income in MillerCoors — 500.9 — — 500.9 Operating income (loss) 2,027.6 3,475.4 (92.7 ) (2,100.9 ) 3,309.4 Interest income (expense), net (202.1 ) 268.9 (311.2 ) — (244.4 ) Other income (expense), net (62.0 ) (60.9 ) 93.2 — (29.7 ) Income (loss) from continuing operations before income taxes 1,763.5 3,683.4 (310.7 ) (2,100.9 ) 3,035.3 Income tax benefit (expense) 212.4 (1,108.0 ) (155.1 ) — (1,050.7 ) Net income (loss) from continuing operations 1,975.9 2,575.4 (465.8 ) (2,100.9 ) 1,984.6 Income (loss) from discontinued operations, net of tax — — (2.8 ) — (2.8 ) Net income (loss) including noncontrolling interests 1,975.9 2,575.4 (468.6 ) (2,100.9 ) 1,981.8 Net (income) loss attributable to noncontrolling interests — — (5.9 ) — (5.9 ) Net income (loss) attributable to MCBC $ 1,975.9 $ 2,575.4 $ (474.5 ) $ (2,100.9 ) $ 1,975.9 Comprehensive income (loss) attributable to MCBC $ 2,125.3 $ 2,688.3 $ (705.9 ) $ (1,982.4 ) $ 2,125.3 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2015 (IN MILLIONS) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 28.2 $ 2,070.4 $ 3,141.3 $ (112.5 ) $ 5,127.4 Excise taxes — (473.9 ) (1,086.0 ) — (1,559.9 ) Net sales 28.2 1,596.5 2,055.3 (112.5 ) 3,567.5 Cost of goods sold — (902.9 ) (1,340.8 ) 80.2 (2,163.5 ) Gross profit 28.2 693.6 714.5 (32.3 ) 1,404.0 Marketing, general and administrative expenses (131.0 ) (371.9 ) (581.2 ) 32.3 (1,051.8 ) Special items, net — (27.2 ) (319.5 ) — (346.7 ) Equity income (loss) in subsidiaries 432.8 (476.1 ) 253.5 (210.2 ) — Equity income in MillerCoors — 516.3 — — 516.3 Operating income (loss) 330.0 334.7 67.3 (210.2 ) 521.8 Interest income (expense), net (67.5 ) 290.1 (334.6 ) — (112.0 ) Other income (expense), net (7.4 ) 6.3 2.0 — 0.9 Income (loss) from continuing operations before income taxes 255.1 631.1 (265.3 ) (210.2 ) 410.7 Income tax benefit (expense) 104.4 (214.5 ) 58.3 — (51.8 ) Net income (loss) from continuing operations 359.5 416.6 (207.0 ) (210.2 ) 358.9 Income (loss) from discontinued operations, net of tax — — 3.9 — 3.9 Net income (loss) including noncontrolling interests 359.5 416.6 (203.1 ) (210.2 ) 362.8 Net (income) loss attributable to noncontrolling interests — — (3.3 ) — (3.3 ) Net income (loss) attributable to MCBC $ 359.5 $ 416.6 $ (206.4 ) $ (210.2 ) $ 359.5 Comprehensive income (loss) attributable to MCBC $ (437.0 ) $ (320.8 ) $ (380.5 ) $ 701.3 $ (437.0 ) MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 (IN MILLIONS) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 16.8 $ 2,437.3 $ 3,585.5 $ (112.1 ) $ 5,927.5 Excise taxes — (558.0 ) (1,223.2 ) — (1,781.2 ) Net sales 16.8 1,879.3 2,362.3 (112.1 ) 4,146.3 Cost of goods sold — (1,044.7 ) (1,540.4 ) 91.8 (2,493.3 ) Gross profit 16.8 834.6 821.9 (20.3 ) 1,653.0 Marketing, general and administrative expenses (123.8 ) (426.4 ) (634.0 ) 20.3 (1,163.9 ) Special items, net (0.3 ) (21.4 ) (302.7 ) — (324.4 ) Equity income (loss) in subsidiaries 602.3 (426.5 ) 422.2 (598.0 ) — Equity income in MillerCoors — 561.8 — — 561.8 Operating income (loss) 495.0 522.1 307.4 (598.0 ) 726.5 Interest income (expense), net (78.9 ) 240.3 (295.1 ) — (133.7 ) Other income (expense), net (2.1 ) (1.2 ) (3.2 ) — (6.5 ) Income (loss) from continuing operations before income taxes 414.0 761.2 9.1 (598.0 ) 586.3 Income tax benefit (expense) 100.0 (158.9 ) (10.1 ) — (69.0 ) Net income (loss) from continuing operations 514.0 602.3 (1.0 ) (598.0 ) 517.3 Income (loss) from discontinued operations, net of tax — — 0.5 — 0.5 Net income (loss) including noncontrolling interests 514.0 602.3 (0.5 ) (598.0 ) 517.8 Net (income) loss attributable to noncontrolling interests — — (3.8 ) — (3.8 ) Net income (loss) attributable to MCBC $ 514.0 $ 602.3 $ (4.3 ) $ (598.0 ) $ 514.0 Comprehensive income (loss) attributable to MCBC $ (539.3 ) $ (301.9 ) $ (591.0 ) $ 892.9 $ (539.3 ) MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 (IN MILLIONS) Parent Guarantor and Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 147.3 $ 141.5 $ 272.1 $ — $ 560.9 Accounts receivable, net — 374.8 294.7 — 669.5 Other receivables, net 43.6 53.8 38.4 — 135.8 Total inventories — 466.6 126.1 — 592.7 Other current assets, net 1.3 139.3 70.1 — 210.7 Intercompany accounts receivable — 1,098.5 36.0 (1,134.5 ) — Total current assets 192.2 2,274.5 837.4 (1,134.5 ) 2,169.6 Properties, net 27.5 3,459.9 1,020.0 — 4,507.4 Goodwill — 6,647.5 1,602.6 — 8,250.1 Other intangibles, net — 12,180.4 1,851.5 — 14,031.9 Net investment in and advances to subsidiaries 22,506.3 3,475.4 4,400.9 (30,382.6 ) — Other assets, net 80.2 161.7 173.4 (32.8 ) 382.5 Total assets $ 22,806.2 $ 28,199.4 $ 9,885.8 $ (31,549.9 ) $ 29,341.5 Liabilities and equity Current liabilities: Accounts payable and other current liabilities $ 203.6 $ 1,493.5 $ 770.6 $ — $ 2,467.7 Current portion of long-term debt and short-term borrowings 299.9 371.7 13.2 — 684.8 Discontinued operations — — 5.0 — 5.0 Intercompany accounts payable 893.5 101.8 139.2 (1,134.5 ) — Total current liabilities 1,397.0 1,967.0 928.0 (1,134.5 ) 3,157.5 Long-term debt 9,979.4 1,408.2 0.1 — 11,387.7 Pension and postretirement benefits 2.6 1,181.2 12.2 — 1,196.0 Deferred tax liabilities — 972.0 759.8 (32.8 ) 1,699.0 Other liabilities 9.6 229.2 28.2 — 267.0 Discontinued operations — — 12.6 — 12.6 Intercompany notes payable — 1,360.3 5,868.4 (7,228.7 ) — Total liabilities 11,388.6 7,117.9 7,609.3 (8,396.0 ) 17,719.8 MCBC stockholders' equity 11,418.7 26,948.9 3,433.7 (30,382.6 ) 11,418.7 Intercompany notes receivable (1.1 ) (5,867.4 ) (1,360.2 ) 7,228.7 — Total stockholders' equity 11,417.6 21,081.5 2,073.5 (23,153.9 ) 11,418.7 Noncontrolling interests — — 203.0 — 203.0 Total equity 11,417.6 21,081.5 2,276.5 (23,153.9 ) 11,621.7 Total liabilities and equity $ 22,806.2 $ 28,199.4 $ 9,885.8 $ (31,549.9 ) $ 29,341.5 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2015 (IN MILLIONS) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and 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 YEAR ENDED DECEMBER 31, 2016 (IN MILLIONS) Parent Guarantor and Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 666.6 $ 579.4 $ 245.3 $ (364.4 ) $ 1,126.9 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to properties (14.3 ) (164.1 ) (163.4 ) — (341.8 ) Proceeds from sales of properties and other assets — 159.0 15.5 — 174.5 Acquisition of businesses, net of cash acquired — (11,972.6 ) 11.6 — (11,961.0 ) Investment in MillerCoors — (1,253.7 ) — — (1,253.7 ) Return of capital from MillerCoors — 1,086.9 — — 1,086.9 Other — 1.9 6.6 — 8.5 Net intercompany investing activity (11,260.0 ) (1,429.1 ) (1,425.7 ) 14,114.8 — Net cash provided by (used in) investing activities (11,274.3 ) (13,571.7 ) (1,555.4 ) 14,114.8 (12,286.6 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock, net 2,525.6 — — — 2,525.6 Exercise of stock options under equity compensation plans 11.2 — — — 11.2 Dividends paid (322.2 ) (355.7 ) (39.4 ) 364.4 (352.9 ) Payments on debt and borrowings (200.0 ) (0.2 ) (23.7 ) — (223.9 ) Proceeds on debt and borrowings 8,667.6 768.8 24.2 — 9,460.6 Debt issuance costs (56.2 ) (4.5 ) — — (60.7 ) Net proceeds from (payments on) revolving credit facilities and commercial paper — — (1.1 ) — (1.1 ) Change in overdraft balances and other (17.4 ) — (23.5 ) — (40.9 ) Net intercompany financing activity — 12,624.9 1,489.9 (14,114.8 ) — Net cash provided by (used in) financing activities 10,608.6 13,033.3 1,426.4 (13,750.4 ) 11,317.9 CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents 0.9 41.0 116.3 — 158.2 Effect of foreign exchange rate changes on cash and cash equivalents — (5.7 ) (22.5 ) — (28.2 ) Balance at beginning of year 146.4 106.2 178.3 — 430.9 Balance at end of period $ 147.3 $ 141.5 $ 272.1 $ — $ 560.9 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 (IN MILLIONS) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 598.1 $ 691.8 $ (220.4 ) $ (353.6 ) $ 715.9 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to properties (13.9 ) (70.2 ) (190.9 ) — (275.0 ) Proceeds from sales of properties and other assets — 0.7 11.1 — 11.8 Acquisition of businesses, net of cash acquired — — (91.2 ) — (91.2 ) Investment in MillerCoors — (1,442.7 ) — — (1,442.7 ) Return of capital from MillerCoors — 1,441.1 — — 1,441.1 Other 33.4 (10.7 ) (1.4 ) — 21.3 Net intercompany investing activity (56.3 ) (134.2 ) 270.7 (80.2 ) — Net cash provided by (used in) investing activities (36.8 ) (216.0 ) (1.7 ) (80.2 ) (334.7 ) CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of stock options under equity compensation plans 34.6 — — — 34.6 Dividends paid (271.7 ) (306.5 ) (78.8 ) 353.6 (303.4 ) Payments for purchase of treasury stock (150.1 ) — — — (150.1 ) Payments on debt and borrowings — (676.4 ) (25.0 ) — (701.4 ) Proceeds on debt and borrowings — 679.9 23.4 — 703.3 Debt issuance costs (58.3 ) (3.5 ) — — (61.8 ) Net proceeds from (payments on) revolving credit facilities and commercial paper — — 3.9 — 3.9 Change in overdraft balances and other (10.3 ) (0.5 ) (45.8 ) — (56.6 ) Net intercompany financing activity — (214.4 ) 134.2 80.2 — Net cash provided by (used in) financing activities (455.8 ) (521.4 ) 11.9 433.8 (531.5 ) CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents 105.5 (45.6 ) (210.2 ) — (150.3 ) Effect of foreign exchange rate changes on cash and cash equivalents — (21.4 ) (22.0 ) — (43.4 ) Balance at beginning of year 40.9 173.2 410.5 — 624.6 Balance at end of period $ 146.4 $ 106.2 $ 178.3 $ — $ 430.9 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 (IN MILLIONS) AS RECAST FOR CHANGE IN GUARANTORS Parent Guarantor and Issuer Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 587.3 $ 216.5 $ 604.5 $ (120.4 ) $ 1,287.9 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to properties (11.9 ) (70.8 ) (176.8 ) — (259.5 ) Proceeds from sales of properties and other assets — 1.4 7.4 — 8.8 Investment in MillerCoors — (1,388.1 ) — — (1,388.1 ) Return of capital from MillerCoors — 1,382.5 — — 1,382.5 Other — 10.0 6.9 — 16.9 Net intercompany investing activity (37.4 ) 279.3 280.4 (522.3 ) — Net cash provided by (used in) investing activities (49.3 ) 214.3 117.9 (522.3 ) (239.4 ) CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of stock options under equity compensation plans 44.4 — — — 44.4 Dividends paid (242.5 ) (48.1 ) (103.4 ) 120.4 (273.6 ) Payments on debt and borrowings (1.1 ) (61.7 ) (11.6 ) — (74.4 ) Proceeds on debt and borrowings — — 4.8 — 4.8 Debt issuance costs (1.8 ) — (0.1 ) — (1.9 ) Payments on settlement of derivative instruments — (65.2 ) — — (65.2 ) Net proceeds from (payments on) revolving credit facilities and commercial paper (379.6 ) — (134.3 ) — (513.9 ) Change in overdraft balances and other (7.1 ) — 69.6 — 62.5 Net intercompany financing activity — (241.2 ) (281.1 ) 522.3 — Net cash provided by (used in) financing activities (587.7 ) (416.2 ) (456.1 ) 642.7 (817.3 ) CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents (49.7 ) 14.6 266.3 — 231.2 Effect of foreign exchange rate changes on cash and cash equivalents — (18.5 ) (30.4 ) — (48.9 ) Balance at beginning of year 90.6 177.1 174.6 — 442.3 Balance at end of period $ 40.9 $ 173.2 $ 410.5 $ — $ 624.6 |