Supplemental Guarantor Information | Supplemental Guarantor Information For purposes of this Note 17 , including the tables, "Parent 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 $500 million 1.45% senior notes due 2019, $1.0 billion 2.10% senior notes due 2021, $2.0 billion 3.0% senior notes due 2026, $1.8 billion 4.2% senior notes due 2046 and EUR $800.0 million 1.25% senior notes due 2024, in a registered public offering. "Parent 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. Each of the Subsidiary Guarantors is 100% owned by the Parent Issuer. The guarantees are full and unconditional and joint and several. None of our other outstanding debt is registered with the SEC, and such other outstanding debt is guaranteed on a senior unsecured basis by the Parent and/or Subsidiary Guarantors. These guarantees are full and unconditional and joint and several. See Note 11, "Debt" for details of all debt issued and outstanding as of March 31, 2017 . Presentation In conjunction with the debt issued July 7, 2016, 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 2016 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 months ended March 31, 2017 , and March 31, 2016 , unaudited condensed consolidating balance sheets as of March 31, 2017 , and December 31, 2016 , and unaudited condensed consolidating statements of cash flows for the three months ended March 31, 2017 , and March 31, 2016 . Investments in subsidiaries are accounted for under the equity method; accordingly, entries necessary to consolidate the Parent Issuer 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 THREE MONTHS ENDED MARCH 31, 2017 (IN MILLIONS) (UNAUDITED) Parent Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 7.0 $ 2,376.6 $ 650.0 $ (119.8 ) $ 2,913.8 Excise taxes — (325.7 ) (139.4 ) — (465.1 ) Net sales 7.0 2,050.9 510.6 (119.8 ) 2,448.7 Cost of goods sold — (1,143.0 ) (339.4 ) 109.5 (1,372.9 ) Gross profit 7.0 907.9 171.2 (10.3 ) 1,075.8 Marketing, general and administrative expenses (67.7 ) (497.6 ) (147.8 ) 10.3 (702.8 ) Special items, net (0.5 ) (0.7 ) (2.6 ) — (3.8 ) Equity income (loss) in subsidiaries 338.8 (78.1 ) 19.0 (279.7 ) — Operating income (loss) 277.6 331.5 39.8 (279.7 ) 369.2 Interest income (expense), net (81.1 ) 58.9 (74.4 ) — (96.6 ) Other income (expense), net (8.2 ) 16.7 (8.1 ) — 0.4 Income (loss) from continuing operations before income taxes 188.3 407.1 (42.7 ) (279.7 ) 273.0 Income tax benefit (expense) 13.0 (68.1 ) (9.5 ) — (64.6 ) Net income (loss) from continuing operations 201.3 339.0 (52.2 ) (279.7 ) 208.4 Income (loss) from discontinued operations, net of tax — — (0.6 ) — (0.6 ) Net income (loss) including noncontrolling interests 201.3 339.0 (52.8 ) (279.7 ) 207.8 Net (income) loss attributable to noncontrolling interests — — (6.5 ) — (6.5 ) Net income (loss) attributable to MCBC $ 201.3 $ 339.0 $ (59.3 ) $ (279.7 ) $ 201.3 Comprehensive income (loss) attributable to MCBC $ 276.6 $ 412.9 $ (13.8 ) $ (399.1 ) $ 276.6 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (IN MILLIONS) (UNAUDITED) AS RECAST FOR CHANGE IN GUARANTORS Parent Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 6.6 $ 375.9 $ 595.3 $ (27.0 ) $ 950.8 Excise taxes — (84.0 ) (209.6 ) — (293.6 ) Net sales 6.6 291.9 385.7 (27.0 ) 657.2 Cost of goods sold — (163.7 ) (270.4 ) 20.1 (414.0 ) Gross profit 6.6 128.2 115.3 (6.9 ) 243.2 Marketing, general and administrative expenses (47.0 ) (79.8 ) (131.0 ) 6.9 (250.9 ) Special items, net — 109.3 (0.7 ) — 108.6 Equity income (loss) in subsidiaries 215.8 (113.4 ) 149.3 (251.7 ) — Equity income in MillerCoors — 142.4 — — 142.4 Operating income (loss) 175.4 186.7 132.9 (251.7 ) 243.3 Interest income (expense), net (39.9 ) 69.2 (76.6 ) — (47.3 ) Other income (expense), net (18.3 ) 4.6 (1.6 ) — (15.3 ) Income (loss) from continuing operations before income taxes 117.2 260.5 54.7 (251.7 ) 180.7 Income tax benefit (expense) 45.5 (85.4 ) 23.2 — (16.7 ) Net income (loss) from continuing operations 162.7 175.1 77.9 (251.7 ) 164.0 Income (loss) from discontinued operations, net of tax — — (0.5 ) — (0.5 ) Net income (loss) including noncontrolling interests 162.7 175.1 77.4 (251.7 ) 163.5 Net (income) loss attributable to noncontrolling interests — — (0.8 ) — (0.8 ) Net income (loss) attributable to MCBC $ 162.7 $ 175.1 $ 76.6 $ (251.7 ) $ 162.7 Comprehensive income (loss) attributable to MCBC $ 419.7 $ 408.8 $ 99.4 $ (508.2 ) $ 419.7 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (IN MILLIONS) (UNAUDITED) Parent Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 7.0 $ 2,376.6 $ 650.0 $ (119.8 ) $ 2,913.8 Excise taxes — (325.7 ) (139.4 ) — (465.1 ) Net sales 7.0 2,050.9 510.6 (119.8 ) 2,448.7 Cost of goods sold — (1,143.0 ) (339.4 ) 109.5 (1,372.9 ) Gross profit 7.0 907.9 171.2 (10.3 ) 1,075.8 Marketing, general and administrative expenses (67.7 ) (497.6 ) (147.8 ) 10.3 (702.8 ) Special items, net (0.5 ) (0.7 ) (2.6 ) — (3.8 ) Equity income (loss) in subsidiaries 338.8 (78.1 ) 19.0 (279.7 ) — Operating income (loss) 277.6 331.5 39.8 (279.7 ) 369.2 Interest income (expense), net (81.1 ) 58.9 (74.4 ) — (96.6 ) Other income (expense), net (8.2 ) 16.7 (8.1 ) — 0.4 Income (loss) from continuing operations before income taxes 188.3 407.1 (42.7 ) (279.7 ) 273.0 Income tax benefit (expense) 13.0 (68.1 ) (9.5 ) — (64.6 ) Net income (loss) from continuing operations 201.3 339.0 (52.2 ) (279.7 ) 208.4 Income (loss) from discontinued operations, net of tax — — (0.6 ) — (0.6 ) Net income (loss) including noncontrolling interests 201.3 339.0 (52.8 ) (279.7 ) 207.8 Net (income) loss attributable to noncontrolling interests — — (6.5 ) — (6.5 ) Net income (loss) attributable to MCBC $ 201.3 $ 339.0 $ (59.3 ) $ (279.7 ) $ 201.3 Comprehensive income (loss) attributable to MCBC $ 276.6 $ 412.9 $ (13.8 ) $ (399.1 ) $ 276.6 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (IN MILLIONS) (UNAUDITED) AS RECAST FOR CHANGE IN GUARANTORS Parent Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Sales $ 6.6 $ 375.9 $ 595.3 $ (27.0 ) $ 950.8 Excise taxes — (84.0 ) (209.6 ) — (293.6 ) Net sales 6.6 291.9 385.7 (27.0 ) 657.2 Cost of goods sold — (163.7 ) (270.4 ) 20.1 (414.0 ) Gross profit 6.6 128.2 115.3 (6.9 ) 243.2 Marketing, general and administrative expenses (47.0 ) (79.8 ) (131.0 ) 6.9 (250.9 ) Special items, net — 109.3 (0.7 ) — 108.6 Equity income (loss) in subsidiaries 215.8 (113.4 ) 149.3 (251.7 ) — Equity income in MillerCoors — 142.4 — — 142.4 Operating income (loss) 175.4 186.7 132.9 (251.7 ) 243.3 Interest income (expense), net (39.9 ) 69.2 (76.6 ) — (47.3 ) Other income (expense), net (18.3 ) 4.6 (1.6 ) — (15.3 ) Income (loss) from continuing operations before income taxes 117.2 260.5 54.7 (251.7 ) 180.7 Income tax benefit (expense) 45.5 (85.4 ) 23.2 — (16.7 ) Net income (loss) from continuing operations 162.7 175.1 77.9 (251.7 ) 164.0 Income (loss) from discontinued operations, net of tax — — (0.5 ) — (0.5 ) Net income (loss) including noncontrolling interests 162.7 175.1 77.4 (251.7 ) 163.5 Net (income) loss attributable to noncontrolling interests — — (0.8 ) — (0.8 ) Net income (loss) attributable to MCBC $ 162.7 $ 175.1 $ 76.6 $ (251.7 ) $ 162.7 Comprehensive income (loss) attributable to MCBC $ 419.7 $ 408.8 $ 99.4 $ (508.2 ) $ 419.7 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2017 (IN MILLIONS) (UNAUDITED) Parent Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 41.9 $ 91.4 $ 261.7 $ — $ 395.0 Accounts receivable, net — 436.1 320.4 — 756.5 Other receivables, net 44.5 76.7 45.3 — 166.5 Inventories, net — 517.5 146.0 — 663.5 Other current assets, net 16.0 207.3 74.4 — 297.7 Intercompany accounts receivable — 1,219.0 48.0 (1,267.0 ) — Total current assets 102.4 2,548.0 895.8 (1,267.0 ) 2,279.2 Properties, net 27.0 3,456.4 1,045.4 — 4,528.8 Goodwill — 6,649.7 1,626.5 — 8,276.2 Other intangibles, net — 12,160.0 1,872.6 — 14,032.6 Net investment in and advances to subsidiaries 22,933.3 3,460.6 4,436.1 (30,830.0 ) — Other assets 80.7 178.1 202.3 (35.0 ) 426.1 Total assets $ 23,143.4 $ 28,452.8 $ 10,078.7 $ (32,132.0 ) $ 29,542.9 Liabilities and equity Current liabilities: Accounts payable and other current liabilities $ 129.9 $ 1,379.8 $ 690.8 $ — $ 2,200.5 Current portion of long-term debt and short-term borrowings 430.0 375.1 37.9 — 843.0 Discontinued operations — — 5.2 — 5.2 Intercompany accounts payable 951.9 120.5 194.6 (1,267.0 ) — Total current liabilities 1,511.8 1,875.4 928.5 (1,267.0 ) 3,048.7 Long-term debt 10,021.4 1,421.6 0.1 — 11,443.1 Pension and postretirement benefits 2.6 1,141.9 13.4 — 1,157.9 Deferred tax liabilities — 1,015.6 782.0 (35.0 ) 1,762.6 Other liabilities 10.4 206.5 90.3 — 307.2 Discontinued operations — — 13.1 — 13.1 Intercompany notes payable — 1,360.3 5,952.7 (7,313.0 ) — Total liabilities 11,546.2 7,021.3 7,780.1 (8,615.0 ) 17,732.6 MCBC stockholders' equity 11,598.3 27,383.0 3,447.0 (30,830.0 ) 11,598.3 Intercompany notes receivable (1.1 ) (5,951.5 ) (1,360.4 ) 7,313.0 — Total stockholders' equity 11,597.2 21,431.5 2,086.6 (23,517.0 ) 11,598.3 Noncontrolling interests — — 212.0 — 212.0 Total equity 11,597.2 21,431.5 2,298.6 (23,517.0 ) 11,810.3 Total liabilities and equity $ 23,143.4 $ 28,452.8 $ 10,078.7 $ (32,132.0 ) $ 29,542.9 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2016 (IN MILLIONS) (UNAUDITED) Parent 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 Inventories, net — 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 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 STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (IN MILLIONS) (UNAUDITED) Parent Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (172.4 ) $ 141.5 $ (87.4 ) $ — $ (118.3 ) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to properties (3.8 ) (142.1 ) (34.1 ) — (180.0 ) Proceeds from sales of properties and other assets — 0.2 41.8 — 42.0 Other — — 5.9 — 5.9 Net intercompany investing activity — (42.6 ) — 42.6 — Net cash provided by (used in) investing activities (3.8 ) (184.5 ) 13.6 42.6 (132.1 ) CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of stock options under equity compensation plans 0.3 — — — 0.3 Dividends paid (80.8 ) — (7.5 ) — (88.3 ) Debt issuance costs (3.7 ) — — — (3.7 ) Payments on debt and borrowings (1,500.0 ) — (1.1 ) — (1,501.1 ) Proceeds on debt and borrowings 1,536.0 — — — 1,536.0 Net proceeds from (payments on) revolving credit facilities and commercial paper 129.9 — 1.1 — 131.0 Change in overdraft balances and other (10.9 ) (7.7 ) 24.7 — 6.1 Net intercompany financing activity — — 42.6 (42.6 ) — Net cash provided by (used in) financing activities 70.8 (7.7 ) 59.8 (42.6 ) 80.3 CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents (105.4 ) (50.7 ) (14.0 ) — (170.1 ) Effect of foreign exchange rate changes on cash and cash equivalents — 0.6 3.6 — 4.2 Balance at beginning of year 147.3 141.5 272.1 — 560.9 Balance at end of period $ 41.9 $ 91.4 $ 261.7 $ — $ 395.0 MOLSON COORS BREWING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (IN MILLIONS) (UNAUDITED) AS RECAST FOR CHANGE IN GUARANTORS Parent Subsidiary Guarantors Subsidiary Non Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (157.1 ) $ 147.5 $ (78.7 ) $ — $ (88.3 ) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to properties (7.2 ) (21.5 ) (42.4 ) — (71.1 ) Proceeds from sales of properties and other assets — 1.3 1.1 — 2.4 Investment in MillerCoors — (413.7 ) — — (413.7 ) Return of capital from MillerCoors — 283.4 — — 283.4 Other — — (6.5 ) — (6.5 ) Net intercompany investing activity — (66.1 ) — 66.1 — Net cash provided by (used in) investing activities (7.2 ) (216.6 ) (47.8 ) 66.1 (205.5 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock, net 2,526.4 — — — 2,526.4 Exercise of stock options under equity compensation plans 4.2 — — — 4.2 Dividends paid (80.5 ) — (7.8 ) — (88.3 ) Debt issuance costs (14.2 ) — — — (14.2 ) Payments on debt and borrowings — — (10.3 ) — (10.3 ) Proceeds on debt and borrowings — — 20.9 — 20.9 Net proceeds from (payments on) revolving credit facilities and commercial paper — — 2.5 — 2.5 Change in overdraft balances and other (1.5 ) — 18.8 — 17.3 Net intercompany financing activity — — 66.1 (66.1 ) — Net cash provided by (used in) financing activities 2,434.4 — 90.2 (66.1 ) 2,458.5 CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents 2,270.1 (69.1 ) (36.3 ) — 2,164.7 Effect of foreign exchange rate changes on cash and cash equivalents — 4.7 2.6 — 7.3 Balance at beginning of year 146.4 106.2 178.3 — 430.9 Balance at end of period $ 2,416.5 $ 41.8 $ 144.6 $ — $ 2,602.9 |