Supplemental Guarantor Information

3 Months Ended

Mar. 30, 2013

Supplemental Guarantor Information [Abstract]

For purposes of this Note 17, including the tables, "Parent Guarantor, 2007 and 2012 Issuer" shall mean MCBC and "Subsidiary Guarantors" shall mean certain U.S., European and Canadian subsidiaries reflecting the substantial operations of each of our U.S. and Canadian segments, as well as our U.K. operations of our European segment.

SEC Registered Securities

On June 15, 2007, MCBC issued $575 million of 2.5% convertible senior notes due July 30, 2013, in a registered public offering (see Note 12, "Debt"). The convertible notes are guaranteed on a senior unsecured basis by the Subsidiary Guarantors, each of which is 100% owned by the Parent Guarantor. The guarantees are full and unconditional and joint and several.

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. Each of the Subsidiary Guarantors is 100% owned by the Parent Guarantor. The guarantees are full and unconditional and joint and several.

Other Debt

On September 22, 2005, MC Capital Finance ULC ("MC Capital Finance") issued $1.1 billion of senior notes consisting of $300 million 4.85% U.S. publicly registered notes due 2010 and CAD 900 million 5.0% privately placed notes maturing on September 22, 2015. These CAD 900 million senior notes were subsequently exchanged for substantially identical CAD 900 million senior notes which were quantified by way of a prospectus in Canada. In connection with an internal corporate reorganization, Molson Coors International LP ("MCI LP") was subsequently added as a co-issuer of the CAD 900 million senior notes in 2007. The $300 million senior notes were repaid in 2010. The continuous disclosure requirements applicable to MC Capital Finance in Canada are satisfied through the consolidating financial information in respect of MC Capital Finance, MCI LP and other subsidiary guarantors of the CAD 900 million senior notes as currently presented within the Subsidiary Guarantors column.

None of our other outstanding debt is publicly registered, and it is all guaranteed on a senior and unsecured basis by the Parent Guarantor and certain Subsidiary Guarantors. These guarantees are full and unconditional and joint and several. See Note 12, "Debt" for details of all debt issued and outstanding as of March 30, 2013.

Presentation

During the first quarter of 2013, we identified necessary corrections to our historical treatment of certain intercompany transactions included as a component of the net investment in and advances to subsidiaries within total assets and MCBC stockholders' equity of the Parent Guarantor. While consolidated totals were not impacted, our December 29, 2012, guarantor condensed consolidating balance sheet presented within this note has been adjusted to reflect the impact of this change, which is limited to the Parent Guarantor column. This revision resulted in a reduction to the amounts attributable to the Parent Guarantor for net investment in and advances to subsidiaries from $11,342.2 million as previously reported, to $10,465.2 million as adjusted, with the offsetting adjustment to the "eliminations" column. This resulted in an equal reduction to MCBC stockholders' equity attributable to the Parent Guarantor from $8,843.9 million as previously reported, to $7,966.9 million as adjusted, with the offsetting adjustment to the "eliminations" column. The changes to our historical guarantor condensed consolidating balance sheet 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 13 weeks ended March 30, 2013, and March 31, 2012, condensed consolidating balance sheets as of March 30, 2013, and December 29, 2012, and condensed consolidating statements of cash flows for the 13 weeks ended March 30, 2013, and March 31, 2012. Investments in subsidiaries are accounted for on 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 THIRTEEN WEEKS ENDED MARCH 30, 2013

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor, 2007 and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Sales	$	3.9		$	972.8		$	240.4		$	(32.3	)	$	1,184.8
Excise taxes	—			(303.8		)	(52.5		)	—			(356.3		)
Net sales	3.9			669.0			187.9			(32.3		)	828.5
Cost of goods sold	—			(427.7		)	(146.7		)	27.3			(547.1		)
Gross profit	3.9			241.3			41.2			(5.0		)	281.4
Marketing, general and administrative expenses	(37.1		)	(179.0		)	(74.2		)	5.0			(285.3		)
Special items, net	(0.3		)	(0.8		)	(0.4		)	—			(1.5		)
Equity income (loss) in subsidiaries	103.5			(146.4		)	41.4			1.5			—
Equity income in MillerCoors	—			117.4			—			—			117.4
Operating income (loss)	70.0			32.5			8.0			1.5			112.0
Interest income (expense), net	(26.0		)	48.1			(97.0		)	—			(74.9		)
Other income (expense), net	(13.6		)	30.8			(12.9		)	—			4.3
Income (loss) from continuing operations before income taxes	30.4			111.4			(101.9		)	1.5			41.4
Income tax benefit (expense)	5.2			(8.0		)	(0.7		)	—			(3.5		)
Net income (loss) from continuing operations	35.6			103.4			(102.6		)	1.5			37.9
Income (loss) from discontinued operations, net of tax	—			—			(0.9		)	—			(0.9		)
Net income (loss) including noncontrolling interests	35.6			103.4			(103.5		)	1.5			37.0
Add back (less): Loss (net income) attributable to noncontrolling interests	—			—			(1.4		)	—			(1.4		)
Net income (loss) attributable to MCBC	$	35.6		$	103.4		$	(104.9	)	$	1.5		$	35.6
Comprehensive income attributable to MCBC	$	(206.2	)	$	(119.3	)	$	(216.2	)	$	335.5		$	(206.2	)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2012

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor, 2007 and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Sales	$	5.5		$	982.7		$	59.7		$	(39.8	)	$	1,008.1
Excise taxes	—			(303.9		)	(12.8		)	—			(316.7		)
Net sales	5.5			678.8			46.9			(39.8		)	691.4
Cost of goods sold	—			(416.6		)	(54.5		)	32.3			(438.8		)
Gross profit	5.5			262.2			(7.6		)	(7.5		)	252.6
Marketing, general and administrative expenses	(34.5		)	(202.0		)	(19.2		)	7.5			(248.2		)
Special items, net	(1.1		)	(0.4		)	—			—			(1.5		)
Equity income (loss) in subsidiaries	85.0			(117.6		)	26.0			6.6			—
Equity income in MillerCoors	—			118.9			—			—			118.9
Operating income (loss)	54.9			61.1			(0.8		)	6.6			121.8
Interest income (expense), net	—			74.1			(97.9		)	—			(23.8		)
Other income (expense), net	12.0			(12.6		)	(0.8		)	—			(1.4		)
Income (loss) from continuing operations before income taxes	66.9			122.6			(99.5		)	6.6			96.6
Income tax benefit (expense)	12.6			(37.7		)	7.8			—			(17.3		)
Net income (loss) from continuing operations	79.5			84.9			(91.7		)	6.6			79.3
Income (loss) from discontinued operations, net of tax	—			—			0.1			—			0.1
Net income (loss) including noncontrolling interests	79.5			84.9			(91.6		)	6.6			79.4
Add back (less): Loss (net income) attributable to noncontrolling interests	—			—			0.1			—			0.1
Net income (loss) attributable to MCBC	$	79.5		$	84.9		$	(91.5	)	$	6.6		$	79.5
Comprehensive income attributable to MCBC	$	190.6		$	219.4		$	(100.6	)	$	(118.8	)	$	190.6

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 30, 2013

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor, 2007 and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	107.8		$	259.3		$	144.4		$	—		$	511.5
Accounts receivable, net	1.4			433.2			137.6			—			572.2
Other receivables, net	69.2			50.6			18.2			—			138.0
Total inventories, net	—			207.6			50.0			—			257.6
Other assets, net	8.9			83.7			48.9			—			141.5
Deferred tax assets	—			—			70.4			(1.5		)	68.9
Intercompany accounts receivable	—			1,910.0			804.4			(2,714.4		)	—
Total current assets	187.3			2,944.4			1,273.9			(2,715.9		)	1,689.7
Properties, net	24.3			1,282.2			619.0			—			1,925.5
Goodwill	—			1,018.2			1,347.5			—			2,365.7
Other intangibles, net	—			4,476.7			2,551.6			—			7,028.3
Investment in MillerCoors	—			2,530.4			—			—			2,530.4
Net investment in and advances to subsidiaries	10,346.2			2,802.9			5,929.1			(19,078.2		)	—
Deferred tax assets	68.7			151.9			0.8			(31.6		)	189.8
Other assets, net	38.0			122.5			52.8			—			213.3
Total assets	$	10,664.5		$	15,329.2		$	11,774.7		$	(21,825.7	)	$	15,942.7
Liabilities and equity
Current liabilities:
Accounts payable	$	7.1		$	268.5		$	179.9		$	—		$	455.5
Accrued expenses and other liabilities	59.1			501.0			148.4			—			708.5
Derivative hedging instruments	10.6			2.8			0.1			—			13.5
Deferred tax liability	12.4			156.9			1.1			(1.5		)	168.9
Current portion of long-term debt and short-term borrowings	568.8			678.3			13.3			—			1,260.4
Discontinued operations	—			—			8.0			—			8.0
Intercompany accounts payable	1,170.9			812.8			730.7			(2,714.4		)	—
Total current liabilities	1,828.9			2,420.3			1,081.5			(2,715.9		)	2,614.8
Long-term debt	1,895.7			1,374.5			120.6			—			3,390.8
Pension and post-retirement benefits	3.4			766.7			6.5			—			776.6
Derivative hedging instruments	—			206.5			—			—			206.5
Deferred tax liability	—			—			998.0			(31.6		)	966.4
Other liabilities, net	9.8			57.3			103.3			—			170.4
Discontinued operations	—			—			20.3			—			20.3
Intercompany notes payable	—			1,067.9			6,810.7			(7,878.6		)	—
Total liabilities	3,737.8			5,893.2			9,140.9			(10,626.1		)	8,145.8
MCBC stockholders' equity	7,771.1			15,603.8			3,474.4			(19,078.2		)	7,771.1
Intercompany notes receivable	(844.4		)	(6,167.8		)	(866.4		)	7,878.6			—
Total stockholders' equity	6,926.7			9,436.0			2,608.0			(11,199.6		)	7,771.1
Noncontrolling interests	—			—			25.8			—			25.8
Total equity	6,926.7			9,436.0			2,633.8			(11,199.6		)	7,796.9
Total liabilities and equity	$	10,664.5		$	15,329.2		$	11,774.7		$	(21,825.7	)	$	15,942.7

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 29, 2012

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor, 2007 and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	189.8		$	249.3		$	184.9		$	—		$	624.0
Accounts receivable, net	1.7			524.7			134.1			—			660.5
Other receivables, net	22.7			54.6			15.6			—			92.9
Total inventories, net	—			172.5			41.4			—			213.9
Other assets, net	10.7			67.1			39.7			—			117.5
Deferred tax assets	—			—			40.7			(1.5		)	39.2
Intercompany accounts receivable	—			2,077.8			1,137.5			(3,215.3		)	—
Total current assets	224.9			3,146.0			1,593.9			(3,216.8		)	1,748.0
Properties, net	25.1			1,338.9			631.9			—			1,995.9
Goodwill	—			1,068.5			1,384.6			—			2,453.1
Other intangibles, net	—			4,606.8			2,628.0			—			7,234.8
Investment in MillerCoors	—			2,431.8			—			—			2,431.8
Net investment in and advances to subsidiaries	10,465.2			2,291.6			5,291.7			(18,048.5		)	—
Deferred tax assets	47.4			104.8			4.9			(31.7		)	125.4
Other assets	38.6			125.0			59.6			—			223.2
Total assets	$	10,801.2		$	15,113.4		$	11,594.6		$	(21,297.0	)	$	16,212.2
Liabilities and equity
Current liabilities:
Accounts payable	$	6.9		$	250.4		$	169.7		$	—		$	427.0
Accrued expenses and other liabilities	57.1			537.3			165.5			—			759.9
Derivative hedging instruments	—			6.0			—			—			6.0
Deferred tax liability	11.3			142.5			—			(1.5		)	152.3
Current portion of long-term debt and short-term borrowings	564.2			668.3			13.1			—			1,245.6
Discontinued operations	—			—			7.9			—			7.9
Intercompany accounts payable	1,166.3			1,133.3			915.7			(3,215.3		)	—
Total current liabilities	1,805.8			2,737.8			1,271.9			(3,216.8		)	2,598.7
Long-term debt	1,895.6			1,402.5			124.4			—			3,422.5
Pension and post-retirement benefits	3.3			823.1			6.6			—			833.0
Derivative hedging instruments	—			222.2			—			—			222.2
Deferred tax liability	—			—			980.2			(31.7		)	948.5
Other liabilities, net	6.6			64.4			104.7			—			175.7
Discontinued operations	—			—			20.0			—			20.0
Intercompany notes payable	—			1,135.8			6,971.9			(8,107.7		)	—
Total liabilities	3,711.3			6,385.8			9,479.7			(11,356.2		)	8,220.6
MCBC stockholders' equity	7,966.9			15,036.7			3,011.8			(18,048.5		)	7,966.9
Intercompany notes receivable	(877.0		)	(6,309.1		)	(921.6		)	8,107.7			—
Total stockholders' equity	7,089.9			8,727.6			2,090.2			(9,940.8		)	7,966.9
Noncontrolling interests	—			—			24.7			—			24.7
Total equity	7,089.9			8,727.6			2,114.9			(9,940.8		)	7,991.6
Total liabilities and equity	$	10,801.2		$	15,113.4		$	11,594.6		$	(21,297.0	)	$	16,212.2

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEKS ENDED MARCH 30, 2013

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor, 2007 and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	(58.0	)	$	174.6		$	2.5		$	(0.7	)	$	118.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to properties	(1.6		)	(30.2		)	(36.5		)	—			(68.3		)
Proceeds from sales of properties and intangible assets	—			1.2			2.5			—			3.7
Investment in MillerCoors	—			(331.8		)	—			—			(331.8		)
Return of capital from MillerCoors	—			222.4			—			—			222.4
Trade loan repayments from customers	—			2.6			—			—			2.6
Trade loans advanced to customers	—			(2.5		)	—			—			(2.5		)
Net intercompany investing activity	—			(9.4		)	—			9.4			—
Net cash provided by (used in) investing activities	(1.6		)	(147.7		)	(34.0		)	9.4			(173.9		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options under equity compensation plans	27.2			—			—			—			27.2
Excess tax benefits from share-based compensation	1.6			—			—			—			1.6
Dividends paid	(51.2		)	—			(7.7		)	0.7			(58.2		)
Payments for purchase of noncontrolling interest	—			—			(0.2		)	—			(0.2		)
Proceeds from short-term borrowings	—			—			5.9			—			5.9
Payments on short-term borrowings	—			—			(13.8		)	—			(13.8		)
Net (payments) proceeds from revolving credit facilities	—			—			(1.2		)	—			(1.2		)
Change in overdraft balances and other	—			(0.2		)	3.7			—			3.5
Net intercompany financing activity	—			—			9.4			(9.4		)	—
Net cash provided by (used in) financing activities	(22.4		)	(0.2		)	(3.9		)	(8.7		)	(35.2		)
CASH AND CASH EQUIVALENTS:
Net increase (decrease) in cash and cash equivalents	(82.0		)	26.7			(35.4		)	—			(90.7		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(16.7		)	(5.1		)	—			(21.8		)
Balance at beginning of year	189.8			249.3			184.9			—			624.0
Balance at end of period	$	107.8		$	259.3		$	144.4		$	—		$	511.5

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2012

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor, 2007 and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	155.3		$	(214.6	)	$	111.3		$	(1.6	)	$	50.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to properties	(1.1		)	(29.6		)	(3.1		)	—			(33.8		)
Proceeds from sales of properties and intangible assets	—			0.8			—			—			0.8
Investment in MillerCoors	—			(236.0		)	—			—			(236.0		)
Return of capital from MillerCoors	—			124.6			—			—			124.6
Payments on settlement of derivative instruments	—			(110.6		)	—			—			(110.6		)
Investment in and advances to an unconsolidated affiliate	—			(2.5		)	(2.1		)	—			(4.6		)
Trade loan repayments from customers	—			3.8			—			—			3.8
Trade loans advanced to customers	—			(2.4		)	—			—			(2.4		)
Net intercompany investing activity	(39.9		)	116.4			—			(76.5		)	—
Net cash provided by (used in) investing activities	(41.0		)	(135.5		)	(5.2		)	(76.5		)	(258.2		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options under equity compensation plans	19.7			—			—			—			19.7
Excess tax benefits from share-based compensation	3.3			—			—			—			3.3
Dividends paid	(57.8		)	(1.6		)	—			1.6			(57.8		)
Dividends paid to noncontrolling interest holders	—			(1.7		)	—			—			(1.7		)
Payments on long-term debt and capital lease obligations	—			(0.1		)	—			—			(0.1		)
Payments on short-term borrowings	—			—			(10.8		)	—			(10.8		)
Net (payments) proceeds from revolving credit facilities	—			—			1.5			—			1.5
Net intercompany financing activity	—			39.7			(116.2		)	76.5			—
Net cash provided by (used in) financing activities	(34.8		)	36.3			(125.5		)	78.1			(45.9		)
CASH AND CASH EQUIVALENTS:
Net increase (decrease) in cash and cash equivalents	79.5			(313.8		)	(19.4		)	—			(253.7		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			10.2			0.9			—			11.1
Balance at beginning of year	601.1			422.5			55.3			—			1,078.9
Balance at end of period	$	680.6		$	118.9		$	36.8		$	—		$	836.3