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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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(a)Financial Statements, Financial Statement Schedules and Exhibits

The following are filed or incorporated by reference as a part of this Annual Report on Form 10-K:

(1)Management's Report

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the years ended December 31, 2016, December 31, 2015, and December 31, 2014

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, December 31, 2015, and December 31, 2014

Consolidated Balance Sheets at December 31, 2016, and December 31, 2015

Consolidated Statements of Cash Flows for the years ended December 31, 2016, December 31, 2015, and December 31, 2014

Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2016, December 31, 2015, and December 31, 2014

Notes to Consolidated Financial Statements

(2)Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2016, December 31, 2015, and December 31, 2014
(3)Exhibit list
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
2.1Agreement, dated as of April 3, 2012, by and among Molson Coors Brewing Company, Molson Coors Holdco - 2 Inc. and Starbev L.P.8-K2.1April 3, 2012
2.2Amendment and Novation Agreement, dated as of June 14, 2012, by and among Molson Coors Holdco 2 LLC, Molson Coors Netherlands B.V., Molson Coors Brewing Company, Starbev L.P. and the other individuals thereto.8-K10.4June 18, 2012
2.3Management Warranty Deed, dated as of April 3, 2012, by and among the management warrantors named therein, Starbev L.P. and Molson Coors Holdco - 2 Inc.8-K2.2April 3, 2012
2.4.1Purchase Agreement, dated as of November 11, 2015, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company.8-K2.1November 12, 2015
2.4.2Amendment No. 1 to Purchase Agreement, dated as of March 25, 2016, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company.10-Q2.1May 3, 2016
2.4.3Amendment No. 2 to Purchase Agreement, dated as of October 3, 2016, by and between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company.8-K2.1October 4, 2016
3.1.1Restated Certificate of Incorporation of Molson Coors Brewing Company.Schedule 14AAnnex GDecember 10, 2004
3.1.2Amendment No.1 to Restated Certificate of Incorporation of Molson Coors Brewing Company.10-Q3.1August 6, 2013
3.2Third Amended and Restated Bylaws of Molson Coors Brewing Company.10-Q3.1August 4, 2009
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.1.1Indenture, dated as of October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-K10.38.1February 22, 2011
4.1.2First Supplemental Indenture, dated as of October 6, 2010, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-K10.38.2February 22, 2011
4.1.3Second Supplemental Indenture, dated as of December 25, 2010, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.1.1August 3, 2011
4.1.4Third Supplemental Indenture, dated as of March 8, 2011, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.1.2August 3, 2011
4.1.5Fourth Supplemental Indenture, dated as of November 11, 2011, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-K4.7.5February 27, 2012
4.1.6Fifth Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-K4.1.6February 11, 2016
4.1.7Sixth Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.7August 8, 2012
4.1.8Seventh Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.8-K4.1June 28, 2016
4.1.9Eighth Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.1November 1, 2016
4.1.10Ninth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.2November 1, 2016
4.1.11Tenth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated October 6, 2010, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.X
4.2.1Indenture, dated as of May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.8-K4.1May 3, 2012
4.2.2First Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.8-K4.2May 3, 2012
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.2.3Second Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.10-Q4.8August 8, 2012
4.2.4Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.8-K4.3June 28, 2016
4.2.5Fourth Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.10-Q4.9November 1, 2016
4.2.6Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.10-Q4.10November 1, 2016
4.2.7Sixth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.X
4.3Registration Rights Agreement, dated as of February 9, 2005, among Adolph Coors Company, Pentland Securities (1981) Inc., 4280661 Canada Inc., Nooya Investments Ltd., Lincolnshire Holdings Limited, 4198832 Canada Inc., BAX Investments Limited, 6339522 Canada Inc., Barleycorn Investments Ltd., DJS Holdings Ltd., 6339549 Canada Inc., Hoopoe Holdings Ltd., 6339603 Canada Inc., and The Adolph Coors, Jr. Trust dated September 12, 1969.8-K99.2February 15, 2005
4.4.1Indenture, dated as of September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.8-K4.1September 18, 2015
4.4.2First Supplemental Indenture, dated as of September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.8-K4.2September 18, 2015
4.4.3Second Supplemental Indenture, dated as of September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.8-K4.3September 18, 2015
4.4.4Third Supplemental Indenture, dated as of May 13, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.8-K4.2June 28, 2016
4.4.5Fourth Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.3November 1, 2016
4.4.6Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.4November 1, 2016
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.4.7Sixth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated September 18, 2015, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.X
4.5.1Indenture, dated as of July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.8-K4.1July 7, 2016
4.5.2First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and Paying Agent.8-K4.2July 7, 2016
4.5.3Second Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.8-K4.3July 7, 2016
4.5.4Third Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.10-Q4.14November 1, 2016
4.5.5Fourth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.10-Q4.15November 1, 2016
4.5.6Fifth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.X
4.6Form of 1.250% Senior Notes due 2024.8-K4.4July 7, 2016
4.7Form of 1.450% Senior Notes due 2019.8-K4.5July 7, 2016
4.8Form of 2.100% Senior Notes due 2021.8-K4.6July 7, 2016
4.9Form of 3.000% Senior Notes due 2026.8-K4.7July 7, 2016
4.10Form of 4.200% Senior Notes due 2046.8-K4.8July 7, 2016
4.11.1Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee.8-K4.9July 7, 2016
4.11.2First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee.8-K4.10July 7, 2016
4.11.3Second Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.7November 1, 2016
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.11.4Third Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.10-Q4.8November 1, 2016
4.11.5Fourth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.X
4.12Form of 2.840% Senior Notes due 2023.8-K4.11July 7, 2016
4.13Form of 3.440% Senior Notes due 2026.8-K4.12July 7, 2016
10.1*Amended and Restated Molson Coors Brewing Company Directors' Stock Plan effective May 31, 2012.10-Q10.7August 8, 2012
10.2.1*Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.10-Q10.1August 6, 2015
10.2.2*Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Incentive Compensation Plan.X
10.2.3*Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Incentive Compensation Plan.X
10.2.4*Form of Directors DSU Award Statement pursuant to the Amended and Restated Incentive Compensation Plan.X
10.2.5*Form of Directors RSU Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.10-Q10.6November 7, 2008
10.2.6*Form of Stock Option pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.10-K10.7.8February 12, 2015
10.3*Form of Executive Continuity and Protection Program Letter Agreement.10-Q10.7May 11, 2005
10.4*Molson Coors Brewing Company Amended and Restated Change in Control Protection Program effective January 1, 2008.10-Q10.8August 8, 2012
10.5*Employment Letter by and between Molson Coors Canada and Stewart Glendinning.10-K10.23February 14, 2014
10.6.1*Employment Agreement, dated as of January 1, 2009, by and between Molson Coors Brewing Company and Peter H. Coors.10-Q10.2May 6, 2009
10.6.2*First Amendment to Employment Agreement of Peter H. Coors.10-K10.24.2February 14, 2014
10.6.3*Offer Letter, dated as of September 30, 2016, by and between Peter H. Coors and Molson Coors Brewing Company.8-K10.1October 4, 2016
10.7*Letter Agreement, effective as of January 1, 2009, by and between Coors Brewing Company, Molson Coors Brewing Company and Peter H. Coors amending (1) the Amended Salary Continuation Agreement between Coors Brewing Company and Peter H. Coors dated July 1, 1991 (as subsequently amended), and (2) the Molson Coors Brewing Excess Benefit Plan, as restated effective June 30, 2008 (as subsequently amended).10-Q10.1May 6, 2009
10.8.1*Employment Letter, dated as of May 10, 2012, by and between Molson Coors Brewing Company and Gavin Hattersley.10-Q10.13August 8, 2012
10.8.2*Interim CEO Employment Letter, dated as of May 6, 2015, by and between Molson Coors Brewing Company and Gavin Hattersley.10-Q10.2August 6, 2015
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
10.9.1Credit Agreement, dated as of June 18, 2014, by and among Molson Coors Brewing Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors International LP, the Lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank.10-Q10.2August 6, 2014
10.9.2First Amendment, dated as of December 16, 2015, to that certain Credit Agreement, dated as of June 18, 2014, by and among Molson Coors Brewing Company, Molson Coors International LP, Molson Canada 2005, Molson Coors Canada Inc. and Molson Coors Brewing Company (UK) Limited, the lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent, and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent.8-K10.3December 17, 2015
10.10.1Amended and Restated Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.8-K10.2October 11, 2016
10.10.2Supplement No. 1, dated as of November 17, 2016, to the Amended and Restated Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.X
10.10.3Supplement No. 2, dated as of November 30, 2016, to the Amended and Restated Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Deutsche Bank AG New York Branch, as Administrative Agent.X
10.11Form of Commercial Paper Dealer Agreement.8-K10.1March 20, 2013
10.12*Executive Employment Agreement, dated as of November 13, 2014, by and between Molson Coors Brewing Company and Mark R. Hunter.8-K10.1November 18, 2014
10.13Variation Agreement, dated as of November 12, 2013, by and among Molson Coors Brewing Company and Grupo Modelo SAB de C.V. and certain of their respective affiliates.10-K10.44February 14, 2014
10.14*Employment letter by and between Molson Coors Brewing Company and Krishnan Anand, dated as of November 2, 2009.10-Q10.1May 7, 2015
10.15.1*Directors Service Agreement, dated as of March 17, 2008, by and between Molson Coors Brewing Company (UK) Ltd. (f/k/a Coors Brewers Ltd.) and David A. Heede.10-K10.17.1February 11, 2016
10.15.2*Secondment Letter, dated as of September 24, 2013, by and between Molson Coors Brewing Company (UK) Ltd. and David A. Heede.10-K10.17.2February 11, 2016
10.15.3*Addendum to Secondment Letter, dated as of April 1, 2014, by and between Molson Coors Brewing Company (UK) Ltd. and David A. Heede.10-K10.17.3February 11, 2016
10.15.4*Assignment Letter, dated as of November 10, 2015, by and between Molson Coors Brewing Company and David A. Heede.10-K10.17.4February 11, 2016
10.16Term Loan Agreement, dated as of December 16, 2015, by and among Molson Coors Brewing Company, the lenders party thereto and Citibank, N.A., as Administrative Agent.8-K10.2December 17, 2015
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
10.17.1Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as Administrative Agent.8-K10.1October 11, 2016
10.17.2Supplement No. 1, dated as of November 17, 2016, to the Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as Administrative Agent.X
10.17.3Supplement No. 2, dated as of November 30, 2016, to the Subsidiary Guarantee Agreement, dated as of October 11, 2016, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as Administrative Agent.X
10.18.1*Offer Letter, dated as of March 29, 2016, by and between Mauricio Restrepo and Molson Coors Brewing Company.8-K10.1March 31, 2016
10.18.2*Separation and General Release Agreement, dated as of November 17, 2016, by and between Mauricio Restrepo and Molson Coors Brewing Company.8-K10.1November 17, 2016
10.19*Offer Letter, dated as of November 22, 2016, by and between Tracey Joubert and Molson Coors Brewing Company.8-K10.1November 25, 2016
21Subsidiaries of the Registrant.X
23.1Consent of Independent Registered Public Accounting Firm.X
23.2Consent of Independent Registered Public Accounting Firm.X
31.1Section 302 Certification of Chief Executive Officer.X
31.2Section 302 Certification of Chief Financial Officer.X
32Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).X
99Audited Consolidated Financial Statements of MillerCoors LLC and Subsidiaries.X
101.INS**XBRL Instance DocumentX
101.SCH**XBRL Taxonomy Extension Schema DocumentX
101.CAL**XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEF**XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LAB**XBRL Taxonomy Extension Label Linkbase DocumentX
101.PRE**XBRL Taxonomy Extension Presentation Linkbase DocumentX
  • Represents a management contract or compensatory plan or arrangement.

** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, (iii) the Consolidated Balance Sheets at December 31, 2016, and December 31, 2015, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, (v) the Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.

(b)Exhibits

The exhibits at Item 15(a)(3) above are filed or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.

(c)Other Financial Statement Schedules

SCHEDULE II

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(IN MILLIONS)

Balance at beginning of yearAdditions charged to costs and expensesDeductions(1)Foreign exchange impactBalance at end of year
Allowance for doubtful accounts—trade accounts receivable
Year ended:
December 31, 2016$8.7$4.0$(1.5)$(0.5)$10.7
December 31, 2015$11.5$2.2$(4.0)$(1.0)$8.7
December 31, 2014$13.6$3.3$(4.1)$(1.3)$11.5
Allowance for doubtful accounts—current trade loans
Year ended:
December 31, 2016$0.8$0.3$(0.4)$(0.1)$0.6
December 31, 2015$0.8$0.9$(0.7)$(0.2)$0.8
December 31, 2014$1.1$0.6$(0.9)$—$0.8
Allowance for doubtful accounts—long-term trade loans
Year ended:
December 31, 2016$1.9$0.5$(1.0)$(0.3)$1.1
December 31, 2015$1.6$1.3$(0.9)$(0.1)$1.9
December 31, 2014$2.8$1.1$(2.2)$(0.1)$1.6
Allowance for obsolete supplies and inventory
Year ended:
December 31, 2016$8.5$4.4$(3.7)$(0.4)$8.8
December 31, 2015$8.0$4.1$(2.6)$(1.0)$8.5
December 31, 2014$6.8$6.5$(4.7)$(0.6)$8.0
Deferred tax valuation account(2)
Year ended:
December 31, 2016$824.9$161.3$(53.6)$(30.9)$901.7
December 31, 2015$105.4$737.7$(8.2)$(10.0)$824.9
December 31, 2014$107.0$22.7$(15.6)$(8.7)$105.4
(1)Amounts related to write-offs of uncollectible accounts, claims or obsolete inventories and supplies. Amounts related to the deferred tax asset valuation allowance are primarily due to the utilization of capital loss and operating loss carryforwards and re-evaluations of deferred tax assets.
(2)See Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Income Tax" of the Notes to the Consolidated Financial Statements for discussion regarding the increase in the deferred tax valuation account in 2016.

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