Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(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, 2017, December 31, 2016, and December 31, 2015

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, December 31, 2016, and December 31, 2015

Consolidated Balance Sheets at December 31, 2017, and December 31, 2016

Consolidated Statements of Cash Flows for the years ended December 31, 2017, December 31, 2016, and December 31, 2015

Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2017, December 31, 2016, and December 31, 2015

Notes to Consolidated Financial Statements

(2)Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2017, December 31, 2016, and December 31, 2015
(3)Exhibit list
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
2.1.1Purchase 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
2.1.2Amendment 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
2.1.3Amendment 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 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
4.1.1Indenture, 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
4.1.2First 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
4.1.3Second 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
4.1.4Third 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
4.1.5Fourth 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
4.1.6Fifth 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
4.1.7Sixth 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. 10-K4.2.7February 14, 2017
4.1.8Seventh Supplemental Indenture, dated as of January 11, 2018, 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
4.2Form of 3.500% Senior Notes due 2022.8-K4.2May 3, 2012
4.3Form of 5.000% Senior Notes due 2042.8-K4.2May 3, 2012
4.4Registration 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
4.5.1Indenture, 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
4.5.2First Supplemental Indenture, dated as of September 18, 2015, 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-K4.2September 18, 2015
4.5.3Second Supplemental Indenture, dated as of September 18, 2015, 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-K4.3September 18, 2015
4.5.4Third 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
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.5.5Fourth 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
4.5.6Fifth 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
4.5.7Sixth 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. 10-K4.4.7February 14, 2017
4.5.8Seventh Supplemental Indenture, dated as of January 11, 2018, 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
4.6Form of 2.25% Series 1 Notes due 2018.8-K4.2September 18, 2015
4.7Form of 2.75% Series 2 Notes due 2020.8-K4.3September 18, 2015
4.8.1Indenture, 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
4.8.2First 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
4.8.3Second 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
4.8.4Third 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
4.8.5Fourth 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
4.8.6Fifth 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. 10-K4.5.6February 14, 2017
4.8.7Sixth Supplemental Indenture, dated as of January 11, 2018, 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
4.9Form of 1.250% Senior Notes due 2024.8-K4.2July 7, 2016
4.10Form of 1.450% Senior Notes due 2019.8-K4.3July 7, 2016
4.11Form of 2.100% Senior Notes due 2021.8-K4.3July 7, 2016
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
4.12Form of 3.000% Senior Notes due 2026.8-K4.3July 7, 2016
4.13Form of 4.200% Senior Notes due 2046.8-K4.3July 7, 2016
4.14.1Indenture, 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
4.14.2First 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
4.14.3Second 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
4.14.4Third 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
4.14.5Fourth 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. 10-K4.11.5February 14, 2017
4.14.6Fifth Supplemental Indenture, dated as of January 11, 2018, 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
4.15Form of 2.840% Senior Notes due 2023.8-K4.10July 7, 2016
4.16Form of 3.440% Senior Notes due 2026.8-K4.10July 7, 2016
4.17.1Indenture, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.8-K4.1March 15, 2017
4.17.2First Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.X
4.18.1Indenture, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.8-K4.4March 15, 2017
4.18.2First Supplemental Indenture, dated as of January 11, 2018, to the Indenture, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.X
4.19Registration Rights Agreement, dated as of March 15, 2017, by and among Molson Coors Brewing Company, the guarantors party thereto and the initial purchasers named therein.8-K4.6March 15, 2017
4.20Form of 1.900% Senior Notes due 2019.8-K4.1March 15, 2017
4.21Form of 2.250% Senior Notes due 2020.8-K4.1March 15, 2017
4.22Form of Senior Floating Rate Notes due 2019.8-K4.4March 15, 2017
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
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 Molson Coors Brewing Company Incentive Compensation Plan.10-K10.2.2February 14, 2017
10.2.3*Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.10-K10.2.3February 14, 2017
10.2.4*Form of Directors DSU Award Statement pursuant to the Amended and Restated Incentive Compensation Plan.10-K10.2.4February 14, 2017
10.2.5*Form of Directors RSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.10-Q10.6November 7, 2008
10.2.6*Form of Stock Option pursuant to the Amended and Restated 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*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*Executive Employment Agreement, dated as of November 5, 2015, by and between MillerCoors, LLC and Gavin D.K. Hattersley.10-Q10.1May 3, 2017
10.8.1Credit Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the borrowing subsidiaries party thereto, CitiBank, N.A., as administrative agent and a U.S. issuing bank, Bank of America, N.A., as a U.S. issuing bank, The Bank of Tokyo Mitsubishi UFJ, LTD. as a U.S. issuing bank, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and The Bank of Tokyo Mitsubishi UFJ, Ltd. as joint lead arrangers and joint bookrunners, and Bank of America, N.A. and The Bank of Tokyo Mitsubishi UFJ, Ltd. as Co-Syndication Agents.8-K10.1July 13, 2017
10.8.2Subsidiary Guarantee Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as administrative agent.8-K10.2July 13, 2017
10.8.3Supplement No. 1, dated as of January 11, 2018, to the Subsidiary Guarantee Agreement, dated as of July 7, 2017, by and among Molson Coors Brewing Company, the subsidiaries named on Schedule I thereto, and Citibank, N.A., as administrative agent.X
10.9Form of Commercial Paper Dealer Agreement.8-K10.3July 13, 2017
10.10*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
10.11Variation 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
10.12*Employment letter by and between Molson Coors Brewing Company and Krishnan Anand, dated as of November 2, 2009.10-Q10.1May 7, 2015
Incorporated by ReferenceFiled Herewith
Exhibit NumberDocument DescriptionFormExhibitFiling Date
10.13*Offer Letter, dated as of November 22, 2016, by and between Tracey Joubert and Molson Coors Brewing Company.8-K10.1November 25, 2016
18Preferability Letter from PricewaterhouseCoopers LLC.X
21Subsidiaries of the Registrant.X
23.1Consent 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
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 (ii) the Consolidated Statements of Comprehensive Income (Loss) (iii) the Consolidated Balance Sheets (iv) the Consolidated Statements of Cash Flows (v) the Consolidated Statements of Stockholders' Equity and Noncontrolling Interests (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, 2017$10.7$7.2$(2.0)$1.3$17.2
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
Allowance for obsolete supplies and inventory
Year ended:
December 31, 2017$8.8$20.6$(14.5)$0.6$15.5
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
Deferred tax valuation account
Year ended:
December 31, 2017$901.7$67.8$(21.1)$129.3$1,077.7
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
(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.

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