Supplemental Guarantor Information

3 Months Ended

Mar. 31, 2014

Supplemental Guarantor Information [Abstract]

For purposes of this Note 16, including the tables, "Parent Guarantor 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 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 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, 2014.

Presentation

Effective the first quarter of 2014, we changed our interim accounting for advertising expenses and have applied the change to our historical interim periods retrospectively. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for further information. Note that we do not consider the impacts material to the presentation of our interim guarantor condensed consolidating statements of operations or condensed consolidating statement of cash flows.

During the third quarter of 2013, we identified that we had incorrectly recorded tax adjustments related to certain foreign currency movements in the financial statements for both the first and second quarters of 2013. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for further information. We have revised comprehensive income (loss) attributable to MCBC in the condensed consolidating statement of operations for the three months ended March 30, 2013, and will revise amounts for the three and six months ended June 29, 2013 in future filings. The impact of correcting these errors has been reflected in our condensed consolidating statement of operations for the nine months ended September 28, 2013. This revision, in addition to the change in accounting described above, resulted in adjustments to comprehensive income (loss) attributable to MCBC within the condensed consolidating statement of operations for the Parent Guarantor from $(206.2) million, as previously reported, to $(232.7) million, as adjusted, for the three months ended March 30, 2013, $225.9 million, as previously reported, to $180.6 million, as adjusted, for the three months ended June 29, 2013, and $19.7 million, as previously reported, to $(52.1) million, as adjusted, for the six months ended June 29, 2013.

The following information sets forth the condensed consolidating statements of operations for the three months ended March 31, 2014, and March 30, 2013, condensed consolidating balance sheets as of March 31, 2014, and December 31, 2013, and condensed consolidating statements of cash flows for the three months ended March 31, 2014, and March 30, 2013. 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 THREE MONTHS ENDED MARCH 31, 2014

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Sales	$	8.0		$	950.8		$	259.0		$	(39.5	)	$	1,178.3
Excise taxes	—			(304.9		)	(57.4		)	—			(362.3		)
Net sales	8.0			645.9			201.6			(39.5		)	816.0
Cost of goods sold	—			(404.7		)	(142.8		)	24.3			(523.2		)
Gross profit	8.0			241.2			58.8			(15.2		)	292.8
Marketing, general and administrative expenses	(31.2		)	(173.8		)	(74.1		)	15.2			(263.9		)
Special items, net	—			(10.7		)	63.2			—			52.5
Equity income (loss) in subsidiaries	201.4			(33.7		)	21.2			(188.9		)	—
Equity income in MillerCoors	—			122.8			—			—			122.8
Operating income (loss)	178.2			145.8			69.1			(188.9		)	204.2
Interest income (expense), net	(21.4		)	75.8			(89.8		)	—			(35.4		)
Other income (expense), net	0.3			2.0			(1.5		)	—			0.8
Income (loss) from continuing operations before income taxes	157.1			223.6			(22.2		)	(188.9		)	169.6
Income tax benefit (expense)	6.3			(15.3		)	4.2			—			(4.8		)
Net income (loss) from continuing operations	163.4			208.3			(18.0		)	(188.9		)	164.8
Income (loss) from discontinued operations, net of tax	—			—			(1.9		)	—			(1.9		)
Net income (loss) including noncontrolling interests	163.4			208.3			(19.9		)	(188.9		)	162.9
Less: Net (income) loss attributable to noncontrolling interests	—			—			0.5			—			0.5
Net income (loss) attributable to MCBC	$	163.4		$	208.3		$	(19.4	)	$	(188.9	)	$	163.4
Comprehensive income (loss) attributable to MCBC	$	1.9		$	94.0		$	(21.9	)	$	(72.1	)	$	1.9

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 30, 2013

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor 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		)	(184.3		)	(77.5		)	5.0			(293.9		)
Special items, net	(0.3		)	(0.8		)	(0.4		)	—			(1.5		)
Equity income (loss) in subsidiaries	99.6			(151.3		)	35.2			16.5			—
Equity income in MillerCoors	—			117.4			—			—			117.4
Operating income (loss)	66.1			22.3			(1.5		)	16.5			103.4
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	26.5			101.2			(111.4		)	16.5			32.8
Income tax benefit (expense)	2.0			(3.0		)	(1.0		)	—			(2.0		)
Net income (loss) from continuing operations	28.5			98.2			(112.4		)	16.5			30.8
Income (loss) from discontinued operations, net of tax	—			—			(0.9		)	—			(0.9		)
Net income (loss) including noncontrolling interests	28.5			98.2			(113.3		)	16.5			29.9
Less: Net (income) loss attributable to noncontrolling interests	—			—			(1.4		)	—			(1.4		)
Net income (loss) attributable to MCBC	$	28.5		$	98.2		$	(114.7	)	$	16.5		$	28.5
Comprehensive income (loss) attributable to MCBC	$	(232.7	)	$	(124.5	)	$	(226.0	)	$	350.5		$	(232.7	)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF MARCH 31, 2014

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	28.6		$	108.3		$	200.7		$	—		$	337.6
Accounts receivable, net	0.4			405.8			145.9			—			552.1
Other receivables, net	65.8			57.6			37.9			—			161.3
Total inventories, net	—			215.1			48.1			—			263.2
Other current assets, net	9.1			64.1			50.5			—			123.7
Deferred tax assets	—			1.4			47.8			(2.8		)	46.4
Intercompany accounts receivable	—			3,340.5			167.8			(3,508.3		)	—
Total current assets	103.9			4,192.8			698.7			(3,511.1		)	1,484.3
Properties, net	31.7			1,241.7			662.8			—			1,936.2
Goodwill	—			1,155.9			1,238.8			—			2,394.7
Other intangibles, net	—			4,130.7			2,521.6			—			6,652.3
Investment in MillerCoors	—			2,608.5			—			—			2,608.5
Net investment in and advances to subsidiaries	12,930.3			3,428.5			6,500.6			(22,859.4		)	—
Deferred tax assets	8.5			1.9			0.1			5.2			15.7
Other assets	34.8			177.1			62.2			—			274.1
Total assets	$	13,109.2		$	16,937.1		$	11,684.8		$	(26,365.3	)	$	15,365.8
Liabilities and equity
Current liabilities:
Accounts payable and other current liabilities	$	67.7		$	845.3		$	354.0		$	—		$	1,267.0
Deferred tax liabilities	10.6			159.5			—			(2.8		)	167.3
Current portion of long-term debt and short-term borrowings	351.1			15.0			264.3			—			630.4
Discontinued operations	—			—			7.1			—			7.1
Intercompany accounts payable	2,173.4			258.1			1,076.8			(3,508.3		)	—
Total current liabilities	2,602.8			1,277.9			1,702.2			(3,511.1		)	2,071.8
Long-term debt	1,896.2			1,266.0			0.1			—			3,162.3
Pension and postretirement benefits	2.6			427.0			6.9			—			436.5
Deferred tax liabilities	—			0.2			927.1			5.2			932.5
Other liabilities	9.8			22.9			87.3			—			120.0
Discontinued operations	—			—			18.0			—			18.0
Intercompany notes payable	—			1,546.7			5,824.5			(7,371.2		)	—
Total liabilities	4,511.4			4,540.7			8,566.1			(10,877.1		)	6,741.1
MCBC stockholders' equity	8,600.9			18,403.8			4,455.6			(22,859.4		)	8,600.9
Intercompany notes receivable	(3.1		)	(6,007.4		)	(1,360.7		)	7,371.2			—
Total stockholders' equity	8,597.8			12,396.4			3,094.9			(15,488.2		)	8,600.9
Noncontrolling interests	—			—			23.8			—			23.8
Total equity	8,597.8			12,396.4			3,118.7			(15,488.2		)	8,624.7
Total liabilities and equity	$	13,109.2		$	16,937.1		$	11,684.8		$	(26,365.3	)	$	15,365.8

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2013

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	90.6		$	248.7		$	103.0		$	—		$	442.3
Accounts receivable, net	0.7			466.3			136.6			—			603.6
Other receivables, net	48.0			56.5			19.9			—			124.4
Total inventories, net	—			166.8			38.5			—			205.3
Other current assets, net	8.4			60.1			43.2			—			111.7
Deferred tax assets	—			—			53.3			(2.9		)	50.4
Intercompany accounts receivable	—			3,186.8			196.5			(3,383.3		)	—
Total current assets	147.7			4,185.2			591.0			(3,386.2		)	1,537.7
Properties, net	31.0			1,282.8			656.3			—			1,970.1
Goodwill	—			1,161.8			1,256.9			—			2,418.7
Other intangibles, net	—			4,292.3			2,532.8			—			6,825.1
Investment in MillerCoors	—			2,506.5			—			—			2,506.5
Net investment in and advances to subsidiaries	12,860.9			3,303.7			6,654.9			(22,819.5		)	—
Deferred tax assets	28.8			3.1			1.0			5.4			38.3
Other assets	35.5			175.0			73.2			—			283.7
Total assets	$	13,103.9		$	16,910.4		$	11,766.1		$	(26,200.3	)	$	15,580.1
Liabilities and equity
Current liabilities:
Accounts payable and other current liabilities	$	52.2		$	998.6		$	359.5		$	—		$	1,410.3
Deferred tax liabilities	8.8			132.2			—			(2.9		)	138.1
Current portion of long-term debt and short-term borrowings	379.7			61.8			145.4			—			586.9
Discontinued operations	—			—			6.8			—			6.8
Intercompany accounts payable	2,120.7			228.3			1,034.3			(3,383.3		)	—
Total current liabilities	2,561.4			1,420.9			1,546.0			(3,386.2		)	2,142.1
Long-term debt	1,896.2			1,316.6			0.2			—			3,213.0
Pension and postretirement benefits	2.6			453.3			6.7			—			462.6
Deferred tax liabilities	—			—			906.0			5.4			911.4
Other liabilities	8.0			22.4			139.5			—			169.9
Discontinued operations	—			—			17.3			—			17.3
Intercompany notes payable	—			1,693.9			6,138.9			(7,832.8		)	—
Total liabilities	4,468.2			4,907.1			8,754.6			(11,213.6		)	6,916.3
MCBC stockholders' equity	8,638.9			18,332.5			4,487.0			(22,819.5		)	8,638.9
Intercompany notes receivable	(3.2		)	(6,329.2		)	(1,500.4		)	7,832.8			—
Total stockholders' equity	8,635.7			12,003.3			2,986.6			(14,986.7		)	8,638.9
Noncontrolling interests	—			—			24.9			—			24.9
Total equity	8,635.7			12,003.3			3,011.5			(14,986.7		)	8,663.8
Total liabilities and equity	$	13,103.9		$	16,910.4		$	11,766.1		$	(26,200.3	)	$	15,580.1

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor and 2012 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	8.0		$	98.1		$	43.6		$	—		$	149.7
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to properties	(3.0		)	(42.5		)	(19.8		)	—			(65.3		)
Proceeds from sales of properties and other assets	—			1.4			0.3			—			1.7
Investment in MillerCoors	—			(354.9		)	—			—			(354.9		)
Return of capital from MillerCoors	—			259.5			—			—			259.5
Loan repayments	—			2.2			—			—			2.2
Loan advances	—			(1.6		)	(15.1		)	—			(16.7		)
Net intercompany investing activity	—			140.1			127.5			(267.6		)	—
Net cash provided by (used in) investing activities	(3.0		)	4.2			92.9			(267.6		)	(173.5		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options under equity compensation plans	20.2			—			—			—			20.2
Excess tax benefits from share-based compensation	2.0			—			—			—			2.0
Dividends paid	(60.2		)	—			(8.0		)	—			(68.2		)
Payments for purchase of noncontrolling interest	—			—			(0.2		)				(0.2		)
Payments on long-term debt and capital lease obligations	(0.4		)	(46.4		)	(0.1		)	—			(46.9		)
Proceeds from short-term borrowings	—			—			20.9			—			20.9
Payments on short-term borrowings	—			—			(12.5		)	—			(12.5		)
Payments on settlement of derivative instruments	—			(65.2		)	—			—			(65.2		)
Net proceeds from (payments on) revolving credit facilities and commercial paper	(28.6		)	—			(13.2		)	—			(41.8		)
Change in overdraft balances and other	—			—			111.5			—			111.5
Net intercompany financing activity	—			(127.5		)	(140.1		)	267.6			—
Net cash provided by (used in) financing activities	(67.0		)	(239.1		)	(41.7		)	267.6			(80.2		)
CASH AND CASH EQUIVALENTS:
Net increase (decrease) in cash and cash equivalents	(62.0		)	(136.8		)	94.8			—			(104.0		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(3.6		)	2.9			—			(0.7		)
Balance at beginning of year	90.6			248.7			103.0			—			442.3
Balance at end of period	$	28.6		$	108.3		$	200.7		$	—		$	337.6

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 30, 2013

(IN MILLIONS)

(UNAUDITED)



	Parent Guarantor 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 other assets	—			1.2			2.5			—			3.7
Investment in MillerCoors	—			(331.8		)	—			—			(331.8		)
Return of capital from MillerCoors	—			222.4			—			—			222.4
Loan repayments	—			2.6			—			—			2.6
Loan advances	—			(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 proceeds from (payments on) 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