Molson Coors Beverage (TAP) 10-K 2015 FY Annual report

Exhibit 99

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Management of MillerCoors LLC:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income (loss), of shareholders’ investment and of cash flows present fairly, in all material respects, the financial position of MillerCoors LLC and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

February 11, 2016

MillerCoors LLC and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(In millions)

	For the years ended December 31
	2015			2014			2013
Sales	$	8,822.2		$	8,990.4		$	8,969.8
Excise taxes	(1,096.7		)	(1,142.0		)	(1,169.0		)
Net sales	7,725.5			7,848.4			7,800.8
Cost of goods sold	(4,547.5		)	(4,743.8		)	(4,723.7		)
Gross profit	3,178.0			3,104.6			3,077.1
Marketing, general and administrative expenses	(1,828.7		)	(1,755.9		)	(1,769.9		)
Special items	(110.1		)	(1.4		)	(19.8		)
Operating income	1,239.2			1,347.3			1,287.4
Other income (expense):
Interest expense, net	(1.6		)	(1.1		)	(1.6		)
Other income, net	5.7			5.5			2.0
Total other income	4.1			4.4			0.4
Income before income taxes	1,243.3			1,351.7			1,287.8
Income taxes	(4.7		)	(6.1		)	(3.9		)
Net income	1,238.6			1,345.6			1,283.9
Net income attributable to noncontrolling interests	(20.8		)	(19.4		)	(13.4		)
Net income attributable to MillerCoors LLC	$	1,217.8		$	1,326.2		$	1,270.5
Other comprehensive income (loss):
Unrealized loss on derivative instruments	$	(130.7	)	$	(8.0	)	$	(75.5	)
Reclassification adjustment on derivative instruments	41.1			28.3			29.4
Pension and other postretirement benefit adjustments	115.3			(345.1		)	93.4
Amortization of net prior service credits and net actuarial losses	89.6			30.7			34.1
Other comprehensive income (loss)	115.3			(294.1		)	81.4
Comprehensive income	$	1,333.1		$	1,032.1		$	1,351.9

The accompanying notes are an integral part of the consolidated financial statements.

2

MillerCoors LLC and Subsidiaries

Consolidated Balance Sheets

(In millions, except shares)

	As of December 31
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	15.6		$	9.3
Accounts receivable, net	212.5			206.7
Due from affiliates	27.4			28.9
Inventories, net	487.9			492.0
Derivative financial instruments	0.5			0.9
Prepaid assets	56.6			57.5
Total current assets	800.5			795.3
Property, plant and equipment, net	2,884.1			2,810.2
Goodwill	4,360.1			4,360.1
Other intangible assets, net	1,810.5			1,825.3
Other assets	44.8			51.8
Total assets	$	9,900.0		$	9,842.7
Liabilities and Shareholders' Investment
Current liabilities:
Accounts payable	$	343.5		$	289.9
Due to affiliates	7.6			8.9
Trade accrued expenses	356.5			307.6
Accrued payroll and related expenses	162.6			187.7
Current portion of pension and postretirement benefits	46.8			50.3
Other current liabilities	183.5			176.5
Derivative financial instruments	79.6			40.4
Total current liabilities	1,180.1			1,061.3
Pension and postretirement benefits	1,163.2			1,395.6
Derivative financial instruments	65.7			23.7
Other liabilities	178.1			159.5
Total liabilities	2,587.1			2,640.1
Interest attributable to shareholders:
Capital stock (840,000 Class A shares and 160,000 Class B shares)	—			—
Shareholders' capital	8,518.5			8,520.1
Retained earnings	—			—
Accumulated other comprehensive loss	(1,225.7		)	(1,341.0		)
Total interest attributable to shareholders	7,292.8			7,179.1
Noncontrolling interest	20.1			23.5
Total shareholders' investment	7,312.9			7,202.6
Total liabilities and shareholders' investment	$	9,900.0		$	9,842.7

The accompanying notes are an integral part of the consolidated financial statements.

3

MillerCoors LLC and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

	For the years ended December 31
	2015			2014			2013
Cash flows from operating activities:
Net income	$	1,238.6		$	1,345.6		$	1,283.9
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	358.4			311.1			291.5
Share-based compensation	6.0			0.4			2.0
Loss on disposal of property, plant and equipment	19.8			5.8			13.8
Other	(5.8		)	(1.3		)	(2.9		)
Changes in assets and liabilities, excluding effects of acquisitions:
Accounts receivable	(3.6		)	19.8			18.9
Inventories	4.9			(26.0		)	15.5
Prepaid and other assets	1.1			2.4			(5.5		)
Payables and accruals	64.0			100.8			(14.5		)
Derivative financial instruments	(7.9		)	30.1			(4.8		)
Other liabilities	(8.4		)	(44.6		)	(44.1		)
Net cash provided by operating activities	1,667.1			1,744.1			1,553.8
Cash flows from investing activities:
Additions to property, plant and equipment	(377.7		)	(401.1		)	(375.6		)
Proceeds from sale of assets	8.6			3.6			1.0
Acquisition of businesses, net of cash acquired	(45.1		)	—			—
Other	9.3			—			—
Net cash used in investing activities	(404.9		)	(397.5		)	(374.6		)
Cash flows from financing activities:
Net contributions and distributions to shareholders	(1,225.4		)	(1,324.1		)	(1,150.1		)
Payments on debt	(2.6		)	(8.9		)	(13.0		)
Net contributions and distributions to noncontrolling interests	(24.2		)	(16.6		)	(21.1		)
Other	(3.7		)	—			—
Net cash used in financing activities	(1,255.9		)	(1,349.6		)	(1,184.2		)
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents	6.3			(3.0		)	(5.0		)
Balance of cash and cash equivalents at beginning of year	9.3			12.3			17.3
Balance of cash and cash equivalents at end of year	$	15.6		$	9.3		$	12.3
Supplemental cash flow information
Interest paid	$	—		$	0.4		$	0.8
Income taxes paid	6.0			6.3			5.3

The accompanying notes are an integral part of the consolidated financial statements.

4

MillerCoors LLC and Subsidiaries

Consolidated Statements of Shareholders' Investment

(In millions)

	Capital stock		Shareholders' capital			Retained earnings			Accumulated other comprehensive loss			Noncontrolling interest			Total shareholders' investment
Balance as of December 31, 2012	$	—	$	8,395.2		$	—		$	(1,128.3	)	$	28.4		$	7,295.3
Share-based compensation	—		2.0			—			—			—			2.0
Other comprehensive loss	—		—			—			81.4			—			81.4
Net contributions (distributions)	—		120.4			(1,270.5		)	—			(21.1		)	(1,171.2		)
Net income	—		—			1,270.5			—			13.4			1,283.9
Balance as of December 31, 2013	$	—	$	8,517.6		$	—		$	(1,046.9	)	$	20.7		$	7,491.4
Share-based compensation	—		0.4			—			—			—			0.4
Other comprehensive income	—		—			—			(294.1		)	—			(294.1		)
Net contributions (distributions)	—		2.1			(1,326.2		)	—			(16.6		)	(1,340.7		)
Net income	—		—			1,326.2			—			19.4			1,345.6
Balance as of December 31, 2014	$	—	$	8,520.1		$	—		$	(1,341.0	)	$	23.5		$	7,202.6
Share-based compensation	—		6.0			—			—			—			6.0
Other comprehensive loss	—		—			—			115.3			—			115.3
Net contributions (distributions)	—		(7.6		)	(1,217.8		)	—			(24.2		)	(1,249.6		)
Net income	—		—			1,217.8			—			20.8			1,238.6
Balance as of December 31, 2015	$	—	$	8,518.5		$	—		$	(1,225.7	)	$	20.1		$	7,312.9

The accompanying notes are an integral part of the consolidated financial statements.

5

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

Company Description

MillerCoors LLC and subsidiaries (“MillerCoors” or “the Company”) brews, markets and sells the MillerCoors portfolio of brands in the United States ("U.S.") and Puerto Rico. Its major brands include Coors Light, Miller Lite, Keystone, Miller High Life, and Blue Moon. In addition, the Company brews for third parties under contract brewing arrangements and operates one Company-owned distributor.

MillerCoors is a joint venture combining the U.S. and Puerto Rican operations of SABMiller plc (“SABMiller”) and Molson Coors Brewing Company (“Molson Coors”) with Miller Brewing Company (“Miller”) and MC Holding Company LLC (“Coors”) being the direct owners of the Company (collectively, the “Shareholders”). Miller and Coors each have a 50% voting interest in MillerCoors and a 58% and 42% economic interest, respectively. SABMiller and Molson Coors have agreed that all of their U.S. and Puerto Rican operations will be conducted exclusively through the joint venture. The joint venture commenced on July 1, 2008. MillerCoors' opening balances as of July 1, 2008 were based on contributions of assets and liabilities from the Shareholders recognized on a carryover basis. If the Company were to dissolve, the Shareholders would receive proceeds pro rata in accordance with their shareholder capital accounts.

Pending Acquisition

On November 11, 2015, Molson Coors entered into a purchase agreement (the “Purchase Agreement”) with Anheuser-Busch InBev SA/NV (“ABI”) to acquire, contingent upon the closing of the acquisition of SABMiller by ABI pursuant to the transaction announced on November 11, 2015, all of SABMiller’s interest in MillerCoors and all trademarks, contracts and other assets primarily related to the Miller brand portfolio outside of the U.S. and Puerto Rico (the “Acquisition”). Following the closing of the Acquisition, Molson Coors will own 100% of the outstanding equity and voting interests of MillerCoors.

Basis of Presentation and Consolidation

The Company's consolidated financial statements include its accounts and its majority-owned and controlled subsidiaries. The consolidated financial statements are presented on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

The Company's fiscal year ends on December 31.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, the Company's consolidated financial statements may be materially affected.

Cash and Cash Equivalents

Cash consists of cash on hand and bank deposits. Cash equivalents are all highly liquid temporary investments purchased with an original maturity of less than three months.

Accounts Receivable

The Company records accounts receivable at net realizable value. This carrying value includes an appropriate allowance for estimated uncollectible amounts to reflect any loss anticipated on the accounts receivable balances. The Company calculates this allowance based on its history of write-offs, level of past-due accounts based on the contractual terms of the receivables and its relationships with and the economic status of its customers. The allowance for doubtful accounts is $0.7 million and $0.3 million as of December 31, 2015 and 2014, respectively.

6

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (“FIFO”) method. The Company regularly assesses the shelf-life of its inventories and reserves for those inventories when it becomes apparent the product will not be brewed, packaged or sold within its freshness specifications.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. Buildings and improvements and land improvements are depreciated over useful lives ranging from 20 to 40 years, limited to the minimum lease term for leasehold improvements. Machinery and equipment are depreciated over useful lives ranging from 3 to 25 years. Containers are depreciated over a useful life of 15 years. Land is not depreciated, and construction in progress is not depreciated until ready for service. The cost and related accumulated depreciation of property, plant and equipment retired, or otherwise disposed of, are removed from the consolidated balance sheets. Any gain or loss is included in earnings. Ordinary repairs and maintenance are expensed as incurred.

Computer Software

The Company capitalizes the costs of obtaining or developing internal-use computer software, including directly related payroll costs. Computer software developed or obtained for internal use is depreciated using the straight-line method over the estimated useful life of the software, ranging from 3 to 8 years. The cost and related accumulated depreciation of computer software retired, or otherwise disposed of, are removed from the consolidated balance sheets. Any gain or loss is included in earnings. Internally generated costs associated with maintaining computer software programs are expensed as incurred. Computer software is classified in property, plant and equipment in the consolidated balance sheets.

Impairment of Long-Lived Assets

The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of property, plant and equipment is measured by comparing the carrying value to the projected undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying value of the assets exceed the fair value.

Goodwill and Other Intangible Assets

Finite lived intangible assets are stated at cost less accumulated amortization using a straight-line basis and impairment losses, if any. Cost is determined as the amount paid by the Company, unless the asset has been acquired as part of a business combination. Amortization is included within marketing, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The cost and any related accumulated amortization of intangibles which have been disposed of are removed from the consolidated balance sheets. Any gain or loss on disposal is included in earnings.

The Company evaluates the carrying value of its goodwill for impairment at least annually. The Company evaluates its other intangible assets for impairment when there is evidence that certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Significant judgments and assumptions are required in the evaluation of goodwill and intangible assets for impairment.

Fair Value Measurements

Authoritative guidance for fair value measurements defines fair value, establishes a framework for measuring fair value and requires disclosures about assets and liabilities measured at fair value in the financial statements. See Note 6, "Goodwill and Other Intangible Assets," for disclosures related to goodwill impairment testing, Note 7, “Fair Value Measurements,” for disclosures related to financial assets and liabilities and Note 10, “Employee Retirement Plans,” for disclosures related to pension assets.

Derivative Financial Instruments

The Company recognizes all derivative instruments as either assets or liabilities at their estimated fair value in its consolidated balance sheets. The change in a derivative's fair value is recorded each period in current earnings or accumulated other comprehensive income (loss), depending on whether the derivative is designated as part of a hedge transaction and if so, the type of hedge transaction. See Note 7, “Fair Value Measurements,” and Note 8, “Hedging Transactions and Derivative Financial Instruments,” for disclosure of the Company's derivative instruments and hedging activities.

7

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Share-Based Payments

All share-based payments granted by the Company to certain employees are liability classified awards and are recognized as compensation cost in the financial statements based on the fair value of the grants at every period end.

There are certain share-based compensation plans where employees of the Company were granted awards while employed by the Shareholders prior to the formation of the Company. Compensation cost related to these plans is recognized based on the fair value of the grants at every period end for unvested awards because the employees are earning their share-based compensation while working at the Company. In addition, because the Company is an unconsolidated subsidiary of the Shareholders, the holders of the awards are considered “non-employees” and the compensation cost is calculated under variable accounting. The Company recorded $6.0 million, $0.4 million and $2.0 million of compensation costs in marketing, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) related to these awards for the years ended December 31, 2015, 2014 and 2013, respectively. See Note 16, “Share-Based Payments,” for information on additional share-based compensation plans of the Company.

Revenue Recognition

Revenue is recognized when the significant risks and rewards of ownership, including the risk of loss due to damaged, lost or stolen product, are transferred to the customer, which is at the time of shipment.

The cost of various cash incentives and discount programs, such as price promotions, rebates and coupons, are treated as a reduction of sales. Sales of products are for cash or otherwise agreed upon credit terms. Sales are stated net of discounts and returns.

Freight costs billed to customers for shipping and handling are recorded as sales, and shipping and handling expenses are recognized as cost of goods sold. The amounts billed to a customer for shipping and handling represent revenues earned for the services provided. The costs incurred for shipping and handling represent costs incurred to deliver the product. The Company has adopted a policy to include these costs within cost of goods sold.

Excise Taxes

Excise taxes collected from customers and remitted to tax authorities are state and federal excise taxes on beer shipments. Excise taxes on beer shipments are shown in a separate line item in the consolidated statements of operations and comprehensive income (loss) as a reduction of sales. Excise taxes collected from customers are recognized as a liability, with the liability subsequently reduced when the taxes are remitted to the tax authority.

Cost of Goods Sold

Cost of goods sold includes brewing raw materials, packaging materials, manufacturing costs, plant administrative support and overhead, inbound and outbound freight costs, purchasing and receiving costs, inspection costs, warehousing and internal transfer costs.

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses include marketing costs, sales costs and non-manufacturing administrative and overhead costs. The creative portion of the Company's advertising activities is expensed as incurred. Production costs are expensed when the advertising is first run. Marketing expense was $920.8 million, $889.1 million and $893.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. Prepaid marketing costs of $23.8 million and $23.4 million were included in prepaid assets in the consolidated balance sheets as of December 31, 2015 and 2014, respectively.

Special Items

Special items represent charges incurred or benefits realized that either the Company does not believe to be indicative of its core operations, or the Company believes are significant to its current operating results warranting separate classification; specifically, such items are considered to be one of the following:

• infrequent or unusual items,

• impairment or asset abandonment-related losses, or

• restructuring charges and other atypical employee-related costs.

The items classified as special items are not necessarily non-recurring; however, they are deemed to be incremental to income earned or costs incurred by the Company in conducting normal operations, and therefore are presented separately from other components of operating income.

8

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Income Taxes

The Shareholders of the Company have elected to treat the Company as a partnership for U.S. federal and state income tax purposes.  Accordingly, the related tax attributes of the Company are passed through to the Shareholders and income taxes are payable by the Shareholders.  

These consolidated financial statements include an income tax provision related to state taxes as the Company is still subject to income taxes in certain states or jurisdictions.  

New Accounting Pronouncements Not Yet Adopted

In July 2015, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance intended to simplify the measurement of inventory. The amendment requires entities to measure in-scope inventory at the lower of cost and net realizable value, and replaces the current requirement to measure in-scope inventory at the lower of cost or market, which considers replacement cost, net realizable value, and net realizable value less an approximate normal profit margin. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2016. The amendment should be applied prospectively with early adoption permitted. The Company is currently evaluating the potential impact on the financial position and results of operations of the Company upon adoption of this guidance, but anticipates the impact will not be significant.

In May 2014, the FASB issued authoritative guidance related to new accounting requirements for the recognition of revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for the goods or services. In August 2015, the FASB deferred the effective date of the new revenue recognition standard for all entities by one year. As a result, the requirements of the new standard are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. In conjunction with the deferral, the FASB will permit all entities to apply the new revenue recognition standard early, but not before the original effective date. The use of either a full retrospective or cumulative effect transition method is permitted. The Company has not yet selected a transition method and is currently evaluating the potential impact on the financial position and results of operations upon adoption of this guidance.

In May 2015, the FASB issued an amendment to the fair value measurement guidance that applies to reporting entities that elect to measure the fair value of an investment using the net asset value (“NAV”) per share (or its equivalent) practical expedient. Under the new guidance, investments for which fair value is measured, or are eligible to be measured, using the NAV per share practical expedient are excluded from the fair value hierarchy. The amendment also removes certain disclosure requirements for these investments, and is effective for reporting periods beginning after December 15, 2015, with early adoption permitted. This amendment will result in revisions to the presentation of the fair value hierarchy related to the Company’s employee retirement plans. There will be no impact on the financial position and results of operations of the Company upon adoption of this guidance.

In June 2014, the FASB issued authoritative guidance related to share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period.  The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  The requirements of the new standard are effective for the Company beginning in fiscal year 2016.  This guidance is not anticipated to have a material impact on the consolidated financial position or results of operations of the Company.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that are expected to have a significant impact, or potential significant impact, to the consolidated financial statements of the Company.

2. Variable Interest Entities

Once an entity is determined to be a variable interest entity (“VIE”), the party with the controlling financial interest, the primary beneficiary, is required to consolidate the entity.  The Company has investments in VIEs, of which the Company has determined it is the primary beneficiary based on various characteristics of the arrangements, including, the Company’s position as the primary recipient of the output of the arrangements.  These are RMMC and RMBC (each as defined below).  Accordingly, the Company has consolidated these two joint ventures.

9

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Authoritative guidance related to the consolidation of VIEs requires that the Company continually reassess whether the Company is the primary beneficiary of VIEs in which it has an interest. As such, the conclusion regarding the primary beneficiary status is subject to change, and the Company continually evaluates circumstances that could require consolidation or deconsolidation.

Rocky Mountain Metal Container

Rocky Mountain Metal Container (“RMMC”), a Colorado limited liability company, is a joint venture with Ball Corporation (“Ball”) in which the Company holds a 50% interest. The Company has a can and end supply agreement with RMMC. Under this agreement, the Company purchases substantially all of the output of RMMC. RMMC manufactures cans and ends at the Company's facilities, which RMMC is operating under a use and license agreement. As RMMC is a limited liability company (“LLC”), the tax consequences flow to the joint venture partners.

Rocky Mountain Bottle Company

Rocky Mountain Bottle Company (“RMBC”), a Colorado limited liability company, is a joint venture with Owens-Brockway Glass Container, Inc. (“Owens”) in which the Company holds a 50% interest. The Company has a supply agreement with RMBC under which the Company agrees to purchase output approximating the agreed upon annual plant capacity of RMBC. RMBC manufactures bottles at the Company's facilities, which RMBC is operating under a lease agreement. As RMBC is a LLC, the tax consequences flow to the joint venture partners.

3. Special Items

The Company has incurred charges it does not believe to be indicative of its core operations or that are significant to operating results warranting separate classification. As such, the Company has separately classified these charges or benefits as special items.

Special items, as reported in the consolidated statements of operations and comprehensive income (loss), consist of:

	For the years ended December 31
	2015		2014		2013
	(In millions)
Restructuring charges	$	4.0	$	1.4	$	17.2
Accelerated depreciation and asset write-offs	63.7		—		2.6
Pension settlement loss	42.4		—		—
Total	$	110.1	$	1.4	$	19.8

During 2015, the Company announced the planned closure of the Eden Brewery in North Carolina. Total special charges for the year ended December 31, 2015, related to the planned Eden closure were $67.7 million, including accelerated depreciation on Eden fixed assets of $61.3 million. Accelerated depreciation represents costs in excess of normal depreciation of Eden assets, which is classified in cost of goods sold. The restructuring charges relate primarily to employee benefits.

The Company expects to recognize additional net special charges related to the planned closure of the Eden Brewery through the planned closure date in September 2016, consisting primarily of accelerated depreciation and asset write-offs. The total net special charges associated with the planned Eden closure are expected to be approximately $150 to $200 million. However, this estimated range contains significant uncertainty and actual results could differ materially from these estimates due to uncertainty regarding the ultimate net cost associated with the disposition of assets, restructuring charges, contract termination costs, and other costs associated with the planned closure.

During 2015, the Company recognized a pension settlement loss of $42.4 million. The settlement loss related to an offer to certain terminated vested plan participants for a one-time opportunity to receive the present value of their accrued monthly pension benefit under the plan in the form of a lump sum distribution. Settlement payments made from plan assets under this offer in 2015, when combined with lump sum payments made during 2015 under the plan's normal terms, triggered a partial settlement event and increased net periodic benefit cost. See Note 10, "Employee Retirement Plans" for additional information.

10

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

During 2013, the Company implemented restructuring activities impacting approximately 200 salaried employees in order to reduce fixed costs. Related to this restructuring program, the Company recorded charges for the years ended December 31, 2014 and 2013, of $1.4 million and $17.2 million, respectively. Severance costs included in total restructuring charges for the years ended December 31, 2014 and 2013, were $0.4 million and $13.1 million, respectively. The remaining charges consist of relocation costs and other employee benefits.

During 2013, the Company recognized $2.6 million of expense for a write-off of internal use computer software determined to have no future economic benefit to the Company.

The following table summarizes activities relating to restructuring accruals related to the 2013 and 2015 restructuring events described above and other unpaid contract termination costs related to the joint venture formation, which are included in other current liabilities and other liabilities on the consolidated balance sheets:

	Severance costs			Contract termination costs			Total costs
	(In millions)
Balance as of December 31, 2012	$	—		$	0.6		$	0.6
Charges incurred	13.1			—			13.1
Payments made	(3.3		)	(0.2		)	(3.5		)
Balance as of December 31, 2013	$	9.8		$	0.4		$	10.2
Charges incurred	0.4			—			0.4
Payments made	(7.8		)	(0.1		)	(7.9		)
Balance as of December 31, 2014	$	2.4		$	0.3		$	2.7
Charges incurred	4.0			—			4.0
Payments made	(2.6		)	(0.1		)	(2.7		)
Balance as of December 31, 2015	$	3.8		$	0.2		$	4.0

4. Inventories

Inventories, net of reserves, consist of the following:

	As of December 31
	2015			2014
	(In millions)
Raw materials	$	294.9		$	270.1
Work in process	70.8			87.5
Finished goods	79.7			88.0
Spare parts	47.3			48.6
Other inventories	14.4			13.7
Total gross inventories	$	507.1		$	507.9
Inventory reserves	(19.2		)	(15.9		)
Total inventories, net	$	487.9		$	492.0

11

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

5. Property, Plant and Equipment

Property, plant and equipment, net of the related accumulated depreciation, consists of the following:

	As of December 31
	2015			2014(1)
	(In millions)
Land and improvements	$	227.1		$	211.2
Buildings and improvements	989.6			960.7
Machinery and equipment	4,664.3			4,453.7
Capitalized software	409.8			323.8
Containers	189.4			193.1
Construction in progress	320.5			359.2
Total property, plant and equipment at cost	$	6,800.7		$	6,501.7
Less: accumulated depreciation	(3,916.6		)	(3,691.5		)
Total property, plant and equipment, net	$	2,884.1		$	2,810.2

⁽¹⁾ Amounts have been revised to reflect the correction of an immaterial error in the amounts previously disclosed in the notes to the Company's consolidated financial statements existing since the inception of MillerCoors. These correcting adjustments do not impact the ending balance of property, plant and equipment, net as presented in the previously reported consolidated balance sheets; however, the total historical cost and accumulated depreciation balances previously included within the notes to the consolidated financial statements were each understated by an equivalent amount. As of December 31, 2014, these balances were each understated by approximately $696 million. The above table reflects this correction as of December 31, 2014. This error had no impact on the consolidated statements of operations or cash flows for any period.

Depreciation of property, plant and equipment was $292.7 million, $246.0 million and $226.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. The year ended December 31, 2015 includes the impact of $61.3 million of accelerated depreciation related to the planned Eden, North Carolina brewery closure which is recorded as a special item and further discussed in Note 3, "Special Items." Included in depreciation is software amortization of $32.9 million, $36.3 million and $26.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.

6. Goodwill and Other Intangible Assets

As of December 31, 2015 and 2014, the carrying value of goodwill resulted primarily from the Shareholders' transactions prior to the formation of the joint venture. The Company is required to perform goodwill impairment tests on at least an annual basis and more frequently in certain circumstances. The Company completed the required goodwill impairment testing as of November 30, 2015. As of the latest impairment testing date, the fair value, as determined by a combination of discounted cash flow analyses and evaluations of fair values derived from earnings multiples of comparable public companies, was in excess of the carrying value. As such, there was no impairment.

The following tables present details of the Company's finite lived intangible assets:

	As of December 31, 2015
	Useful life	Cost		Accumulated amortization			Net
	(Years)	(In millions)
Intangible assets subject to amortization:
Brands	8-40	$	2,157.0	$	(469.7	)	$	1,687.3
Distribution network	29	85.0		(38.7		)	46.3
Contract brewing	8	35.0		(35.0		)	—
Patents	16	22.0		(18.2		)	3.8
Distribution rights	15-29	97.9		(29.6		)	68.3
Other	15-39	13.7		(8.9		)	4.8
Total		$	2,410.6	$	(600.1	)	$	1,810.5

12

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

	As of December 31, 2014
	Useful life	Cost		Accumulated amortization			Net
	(Years)	(In millions)
Intangible assets subject to amortization:
Brands	8-40	$	2,101.0	$	(413.4	)	$	1,687.6
Distribution network	29	85.0		(35.8		)	49.2
Contract brewing	8	35.0		(35.0		)	—
Patents	16	22.0		(16.8		)	5.2
Distribution rights	15-29	104.2		(26.1		)	78.1
Other	15-39	13.7		(8.5		)	5.2
Total		$	2,360.9	$	(535.6	)	$	1,825.3

The estimated future amortization expense for intangible assets for the years ending December 31 is as follows:

	Amount
	(In millions)
2016	$	70.0
2017	70.0
2018	69.7
2019	68.5
2020	68.5

Amortization expense of intangible assets was $65.7 million, $65.1 million and $65.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

7. Fair Value Measurements

Derivative assets and liabilities are financial instruments measured at fair value on a recurring basis. Certain assets and liabilities are subject to review for impairment and are subject to fair value measurement on a non-recurring basis. The guidance on fair value measurements and disclosures has been applied to these balances accordingly.

The authoritative guidance for fair value establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The Company utilizes a combination of market and income approaches to value derivative instruments. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels of the hierarchy are as follows:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

13

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis:

	Fair value measurements as of December 31, 2015
	Total			Level 1		Level 2			Level 3
	(In millions)
Commodity derivative assets	$	0.5		$	—	$	0.5		$	—
Commodity derivative liabilities	(144.8		)	—		(144.8		)	—
Foreign exchange liabilities	(0.5		)	—		(0.5		)	—
Total	$	(144.8	)	$	—	$	(144.8	)	$	—

	Fair value measurements as of December 31, 2014
	Total			Level 1		Level 2			Level 3
	(In millions)
Commodity derivative assets	$	0.9		$	—	$	0.9		$	—
Commodity derivative liabilities	(63.1		)	—		(63.1		)	—
Foreign exchange liabilities	(1.0		)	—		(1.0		)	—
Total	$	(63.2	)	$	—	$	(63.2	)	$	—

The Company recognizes the transfer of derivative instruments between the levels in the fair value hierarchy at the end of the reporting period. There were no transfers between Level 1 and Level 2 during fiscal years 2015 and 2014. The Company had no outstanding derivatives classified as Level 3 as of December 31, 2015 and 2014.

The Company endeavors to utilize the best available information in measuring fair value. The derivative assets and liabilities are valued using the listed markets if market data for identical contracts exist or a combination of listed markets and published prices if market data for similar contracts exist. As such, these derivative instruments are classified within Level 1 or Level 2, as appropriate. The Company manages credit risk of its derivative instruments on the basis of its net exposure with each counterparty and has elected to measure the fair value in the same manner.

With the exception of barley supply contracts, the Company holds master netting arrangements with all counterparties, entitling it to the right of offset and net settlement for all contracts. See Note 8, “Hedging Transactions and Derivative Financial Instruments," for additional information. The following tables present information about the Company’s gross derivative assets and liabilities as well as related offsetting in the consolidated balance sheets:

	Offsetting of derivative assets as of December 31, 2015
	Gross amounts of recognized assets		Gross amounts offset in the consolidated balance sheets			Net amounts of assets presented in the consolidated balance sheets
	(In millions)
Description
Derivatives	$	0.5	$	—		$	0.5
Total	$	0.5	$	—		$	0.5
	Offsetting of derivative liabilities as of December 31, 2015
	Gross amounts of recognized liabilities		Gross amounts offset in the consolidated balance sheets			Net amounts of liabilities presented in the consolidated balance sheets
	(In millions)
Description
Derivatives	$	148.9	$	(3.6	)	$	145.3
Total	$	148.9	$	(3.6	)	$	145.3

14

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

	Offsetting of derivative assets as of December 31, 2014
	Gross amounts of recognized assets		Gross amounts offset in the consolidated balance sheets			Net amounts of assets presented in the consolidated balance sheets
	(In millions)
Description
Derivatives	$	1.0	$	(0.1	)	$	0.9
Total	$	1.0	$	(0.1	)	$	0.9
	Offsetting of derivative liabilities as of December 31, 2014
	Gross amounts of recognized liabilities		Gross amounts offset in the consolidated balance sheets			Net amounts of liabilities presented in the consolidated balance sheets
	(In millions)
Description
Derivatives	$	65.0	$	(0.9	)	$	64.1
Total	$	65.0	$	(0.9	)	$	64.1

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate fair value as recorded due to the short-term maturity of these instruments.

8. Hedging Transactions and Derivative Financial Instruments

Overview and Risk Management Policies

In the normal course of business, the Company is exposed to fluctuations in commodity prices and foreign exchange rates. These exposures relate to the acquisition of brewing materials, packaging materials, transportation surcharges and imported products. The Company has established policies and procedures that govern the strategic management of these exposures through the use of a variety of financial instruments. By policy, the Company does not enter into such contracts for trading purposes or for the purpose of speculation.

The Company’s objective in managing its exposure to fluctuations in commodity prices is to reduce the volatility in its cash flows and earnings caused by fluctuations in the commodity markets. To achieve this objective, the Company may enter into futures contracts, swaps, options, and purchased option collars. In general, maturity dates of the contracts coincide with market purchases of the commodity. The Company may also embed option features within its barley supply contracts that require bifurcation. These embedded options are accounted for at fair value on the consolidated balance sheet as of December 31, 2015 and 2014. The Company may simultaneously enter into offsetting option contracts with financial counterparties that mirror the terms of the option feature in the supply contracts. As of December 31, 2015 and 2014, the Company had financial commodity swaps, futures contracts and options in place to hedge certain future expected purchases of aluminum can sheet, aluminum cans, natural gas, electricity, diesel fuel surcharge and barley. These contracts are either marked-to-market, with changes in fair value recognized in cost of goods sold, or have been designated as cash flow hedges of forecasted purchases, and recognized in other comprehensive income (loss).

In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in cash flows and earnings caused by fluctuations in foreign exchange rates, the Company enters into forward contracts. The Company’s exposure to foreign exchange rates exists primarily with the European Euro and the Czech Koruna. Maturity dates of the contracts generally coincide with the settlement of the forecasted transactions and these contracts are marked-to-market, with changes in fair value recognized in cost of goods sold.

15

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2015, the maturities of the Company’s derivative instruments ranged from one month to five years. The following are notional transaction values for the Company’s outstanding derivatives, summarized by instrument type:

	Notional value
	As of December 31
	2015		2014
	(In millions)
Instrument Type:
Swaps	$	876.9	$	550.6
Forwards	12.3		11.1
Options1	93.2		43.8
Total	$	982.4	$	605.5
1 Comprised of both buy and sell positions, shown in terms of absolute value.

The Company also enters into physical hedging agreements directly with its suppliers as a part of its risk management strategy. The Company has concluded that some of these contracts are derivatives and has elected the “Normal Purchase Normal Sales” exemption. As a result, these contracts do not need to be recorded on the consolidated balance sheets. For contracts which the Company elected the “Normal Purchase Normal Sales” scope exception, it appropriately documented the basis of its conclusion. The Company also considers whether any provisions in its contracts represent “embedded” derivative instruments, as defined in the accounting standards, and applies the appropriate accounting.

Counterparty Risk and Collateral

Counterparty default risk is considered low because the types of derivatives that the Company enters into are either over-the-counter instruments transacted with highly rated financial institutions or highly liquid exchange-traded instruments with frequent margin posting requirements. Additionally, bilateral collateral posting arrangements are in place with the Company’s counterparties, including some suppliers, which require posting of collateral if the fair values of its positions exceed certain thresholds. These agreements call for the posting of collateral in the form of cash if a fair value loss position to the Company’s counterparties or the Company exceeds a certain amount, which varies by counterparty.

The Company has elected to present its cash collateral utilizing a gross presentation, in which cash collateral amounts held or provided are not netted against the fair value of outstanding derivative instruments. The Company has no posted collateral as of December 31, 2015 and 2014.

Hedge Accounting Policies and Presentation

The majority of all derivatives entered into by the Company qualify for and are designated as cash flow hedges.

All derivatives are recognized on the consolidated balance sheets at their fair value. See discussion regarding fair value measurements in Note 7, “Fair Value Measurements.” The effective portion of changes in the fair value of commodity derivative instruments qualifying as cash flow hedges are reported in other comprehensive income (loss) and are subsequently reclassified into earnings when the forecasted transaction affects earnings. Gains and losses from the ineffective portion or the excluded component of any hedge are recognized in earnings immediately. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions, as required by the standards. The Company formally assesses, both at hedge inception and on an ongoing basis, whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not, or has ceased to be, highly effective as a hedge, the Company discontinues hedge accounting prospectively. When the Company discontinues hedge accounting prospectively, but it continues to be probable that the forecasted transaction will occur, the existing gain or loss on the derivative remains in accumulated other comprehensive income (loss) and is reclassified into earnings when the original forecasted transaction affects earnings. In a situation where it becomes probable that a hedged forecasted transaction will not occur, any gains and/or losses that have been recorded in accumulated other comprehensive income (loss) would be immediately reclassified into earnings. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the derivative at its fair value on the consolidated balance sheets until maturity, recognizing future changes in the fair value in earnings.

16

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The Company records realized gains and losses from derivative instruments to the same financial statement line item as the hedged item/forecasted transaction. Changes in unrealized gains and losses for derivatives not designated as a cash flow hedge are recorded directly in earnings each period and are recorded to the same financial statement line item as the associated realized (cash settled) gains and losses. Cash flows from the settlement of derivatives, including both economic hedges and those designated in hedge accounting relationships, appear in the consolidated statements of cash flows in the same categories as the cash flows of the hedged item.

Results of Derivative Activities

The following tables present the location and fair value of all assets and liabilities associated with the Company's hedging instruments within the consolidated balance sheets:

	Fair value as of December 31
	2015					2014
	Assets		Liabilities			Assets		Liabilities
	(In millions)
Derivatives designated as hedging instruments:
Current:
Commodity contracts	$	0.5	$	(63.3	)	$	0.9	$	(29.2	)
Noncurrent:
Commodity contracts	—		(61.2		)	—		(20.1		)
Total derivatives designated as hedging instruments	$	0.5	$	(124.5	)	$	0.9	$	(49.3	)
Derivatives not designated as hedging instruments:
Current:
Commodity contracts	$	—	$	(15.8	)	$	—	$	(10.3	)
Foreign exchange contracts	—		(0.5		)	—		(0.9		)
Noncurrent:
Commodity contracts	—		(4.5		)	—		(3.5		)
Foreign exchange contracts	—		—			—		(0.1		)
Total derivatives not designated as hedging instruments	$	—	$	(20.8	)	$	—	$	(14.8	)
Total derivatives	$	0.5	$	(145.3	)	$	0.9	$	(64.1	)

17

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following tables present the impact of derivative instruments and their location within the consolidated statements of operations and comprehensive income (loss). Amounts are presented gross of tax.

	For the year ended December 31, 2015
	Net gain (loss) recognized in OCI on derivative (Effective portion)			Net gain (loss) reclassified from AOCI into income (Effective portion)				Net gain (loss) recorded in income (Ineffective portion)
	Amount			Location	Amount			Location	Amount
	(In millions)
Derivatives in cash flow hedging relationships:
Commodity contracts	$	(130.7	)	Cost of goods sold	$	(41.1	)	Cost of goods sold	$	5.3
Total	$	(130.7	)		$	(41.1	)		$	5.3

	For the year ended December 31, 2014
	Net gain (loss) recognized in OCI on derivative (Effective portion)			Net gain (loss) reclassified from AOCI into income (Effective portion)				Net gain (loss) recorded in income (Ineffective portion)
	Amount			Location	Amount			Location	Amount
	(In millions)
Derivatives in cash flow hedging relationships:
Commodity contracts	$	(8.0	)	Cost of goods sold	$	(28.3	)	Cost of goods sold	$	(18.9	)
Total	$	(8.0	)		$	(28.3	)		$	(18.9	)

	For the year ended December 31, 2013
	Net gain (loss) recognized in OCI on derivative (Effective portion)			Net gain (loss) reclassified from AOCI into income (Effective portion)				Net gain (loss) recorded in income (Ineffective portion)
	Amount			Location	Amount			Location	Amount
	(In millions)
Derivatives in cash flow hedging relationships:
Commodity contracts	$	(75.5	)	Cost of goods sold	$	(29.4	)	Cost of goods sold	$	0.8
Total	$	(75.5	)		$	(29.4	)		$	0.8

		For the years ended December 31
		2015			2014			2013
	Location of net gain (loss) recognized in income on derivative	Amount of net gain (loss) recognized in income on derivative			Amount of net gain (loss) recognized in income on derivative			Amount of net gain (loss) recognized in income on derivative
		(In millions)
Derivatives not in hedging relationship:
Commodity contracts	Cost of goods sold	$	(20.4	)	$	(14.9	)	$	0.7
Foreign exchange contracts	Cost of goods sold	(1.2		)	(1.5		)	0.1
Total		$	(21.6	)	$	(16.4	)	$	0.8

Included in the Company's total net unrealized losses from commodity cash flow hedges as of December 31, 2015, are approximately $62.1 million in unrealized net losses that are expected to be reclassified into earnings within the next calendar year.

18

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

9. Other Current Liabilities

Other current liabilities consist of:

	As of December 31
	2015		2014
	(In millions)
Accrued excise and non-income related taxes	$	94.8	$	84.4
Customer deposits on containers	48.4		54.0
Other	40.3		38.1
Total other current liabilities	$	183.5	$	176.5

10. Employee Retirement Plans

Defined Contribution Plans

Essentially all employees of the Company are covered by a qualified defined contribution plan, the provisions of which vary by employee group. Contributions by the Company to qualified defined contribution plans were $63.4 million, $64.0 million and $56.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Multi-employer Pension Plans

The Company participates in and makes contributions to multi-employer pension plans. Contributions to multi-employer pension plans were $8.1 million, $7.7 million and $7.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Defined Benefit Plans

The Company offers defined benefit plans that cover salaried non-union, hourly non-union and union employees while maintaining separate benefit structures across the various employee groups. Benefit accruals for the majority of salaried non-union, hourly non-union and union employees have been frozen and the plans are closed to new entrants.

The actuarial method used is the unit credit method.

19

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The accumulated benefit obligation, changes in the projected benefit obligation and plan assets and funded status of the pension plans are as follows:

	As of December 31
	2015			2014
	(In millions)
Accumulated benefit obligation	$	2,855.6		$	3,172.1
Change in projected benefit obligation:
Projected benefit obligation, beginning of year	$	3,199.6		$	2,765.9
Settlements	(122.0		)	(1.1		)
Service cost	0.3			0.3
Interest cost	114.0			124.5
Actuarial (gain)/loss	(161.4		)	484.0
Benefits paid	(157.1		)	(174.0		)
Projected benefit obligation, end of year	$	2,873.4		$	3,199.6
Change in plan assets:
Fair value of plan assets, beginning of year	$	2,629.4		$	2,312.6
Settlements	(122.0		)	(1.1		)
Actual (loss)/return on plan assets	(28.8		)	405.3
Employer contributions	110.4			97.7
Administrative expenses	(9.5		)	(11.1		)
Benefits paid	(157.1		)	(174.0		)
Fair value of plan assets, end of year	$	2,422.4		$	2,629.4
Funded status at end of year:
Projected benefit obligation	$	(2,873.4	)	$	(3,199.6	)
Fair value of plan assets	2,422.4			2,629.4
Funded status—underfunded	$	(451.0	)	$	(570.2	)
Amounts recognized in the consolidated balance sheets:
Current liabilities	$	(2.2	)	$	(2.4	)
Noncurrent liabilities	(448.8		)	(567.8		)
Total	$	(451.0	)	$	(570.2	)
Amounts included in accumulated other comprehensive (income) loss:
Net actuarial loss	$	1,028.6		$	1,098.7
Net prior service cost	0.2			0.3
Total	$	1,028.8		$	1,099.0

During 2015, the Company offered certain terminated vested plan participants a one-time opportunity to receive the present value of their accrued monthly pension benefit under the plan in the form of a lump sum distribution. Settlement payments made from plan assets, including settlement payments made under this offer, totaled $122.0 million, and resulted in settlement losses of $43.1 million of which a portion is reflected in special items. See Note 3, "Special Items," for additional details.

The estimated prior service cost and net actuarial loss for defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost over the next fiscal year are $0.1 million and $35.3 million, respectively.

Updated actuarial mortality tables were included in the calculation of the benefit obligation as of December 31, 2015. Assumptions used in the calculation of the benefit obligation include the settlement discount rate and rate of compensation increases and are detailed in the table below.

20

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

	As of December 31
	2015		2014
Weighted average assumptions:
Discount rate1	3.94	%	3.66	%
Rate of compensation increases	2.00	%	2.75	%
1 Rate utilized based on the Citigroup Pension Liability Index and combined projected cash flows at year-end.

The assets of the MillerCoors LLC Pension Plan (the "Plan") are invested using a Liability Driven Investment ("LDI") approach intended to minimize the impact of interest rate changes on the Plan's funded status. Following is a comparison of target asset allocations to actual asset allocations:

	As of December 31
	2015				2014
	Target allocation		Actual allocation		Target allocation		Actual allocation
Equity securities	19	%	18	%	19	%	18	%
Fixed income securities1	81	%	82	%	81	%	82	%
Total	100	%	100	%	100	%	100	%
1 Includes cash held in short term investment funds.

A portion of Plan assets is allocated to a growth, or return seeking, portfolio investing in a diversified pool of assets including both U.S. and international equity and fixed income securities intended to generate incremental returns relative to a risk free rate in order to meet future liability growth. Additionally, a portion of Plan assets is allocated to an interest rate immunizing portfolio comprised of long duration fixed income securities, U.S. treasury strips and derivative overlay positions designed to offset changes in the value of pension liabilities and mitigate funded status volatility resulting from changes in interest rates. Finally, a portion of Plan assets is allocated to a portfolio of cash and cash equivalents designed to meet short-term liquidity needs, reduce overall risk and provide collateral for certain derivative positions. Allocations between the growth portfolio, immunizing portfolio and liquidity portfolio are outlined in the Plans' formal Investment Policy Statement and are determined based on the estimated funded status, with specific asset allocations prescribed for various ranges of funded status.

Equity securities primarily include investments in commingled equity funds, large and small cap domestic equities, and international equities including both developed (EAFE) and emerging markets. Fixed income securities include commingled bond funds, a limited partnership bond fund, corporate bonds, non-government backed collateralized obligations and mortgage backed securities, U.S. government agency securities and strips, government bonds/notes/bills/strips, and municipal and provincial bonds and notes. Fixed income securities also include derivatives such as interest rate swaps and swaptions.

Commingled fund holdings for the Plan as of December 31, 2015 are outlined below:

Manager	Fund Name	Sector	% of Total Portfolio
Prudential	US Long Duration Corp Bond Fd J	Long Duration Fixed Income	13.6	%
SSgA	Russell 1000 Index Fund	US Large Cap Equity	6.5	%
Marathon	Marathon-London Group Trust	EAFE Equity - Active	3.7	%
Pyrford	Pyrford International Trust	EAFE Equity - Active	3.3	%
Wellington	JPM PAG EM Debt Fund	Emerging Mkts Debt	2.0	%
Amundi	Global Emerging Mkts Equity Fund	Emerging Mkts Equity	1.6	%
Robeco	Global EM Equity II Fund	Emerging Mkts Equity	1.6	%
Wellington	WTC-CIF II PGA Core High Yield Bond Fund	Fixed Income	1.2	%
Investec	Investec EM Local Currency Dynamic Debt Fund LLC	Emerging Mkts Equity	0.9	%
Total			34.4	%

21

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The Company has established prudent and specific investment guidelines and has hired investment managers to manage Plan assets after carefully considering the management firm's structure, investment process, research capabilities and performance relative to peers, and believes that no significant concentrations of risk exist with any given investment manager or within any single category of assets.

An investment return assumption for the Plan has been determined by applying projected capital asset pricing model market return assumptions provided by the Company's defined benefit plan advisor as well as the Plan's trustee to Plan assets on a weighted average basis, with consideration given to target allocations for each asset class.

Fair Value of Plan Investments

Fair values of the Company's defined benefit Plan investments as of December 31, 2015 and 2014 are outlined below.

22

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

	Fair value measurements as of December 31, 2015
	Total			Quoted prices in active markets (Level 1)			Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In millions)
Cash—non-interest bearing	$	—		$	—		$	—	$	—
Receivables
Accrued income	8.7			8.7			—		—
Cash collateral receivable	1.8			1.8			—		—
Receivable for securities sold	3.2			3.2			—		—
Total receivables	$	13.7		$	13.7		$	—	$	—
Investments
Cash - interest bearing
Invested cash	214.7			214.7			—		—
Short-term investment funds	65.9			65.9			—		—
Commingled funds/common/collective trusts
Bond funds	430.5			—			430.5		—
Equity funds - U.S.	156.7			—			156.7		—
Equity funds - international	248.2			—			248.2		—
Common stock
Common stock excluding depository receipts	41.6			41.6			—		—
Fixed income securities
Bond fund - limited partnership	41.3			—			—		41.3
Corporate bonds	608.6			—			608.6		—
Derivative contracts - interest rate swaps	26.4			—			26.4		—
Foreign government bonds	0.4			—			0.4		—
Government agency debt	29.7			—			29.7		—
Government agency strips	7.8			—			7.8		—
Municipal & provincial bonds	2.6			—			2.6		—
Non-government backed collateralized obligations & MBS	2.7			—			2.7		—
U.S. government bonds	91.3			—			91.3		—
U.S. government notes	49.4			—			49.4		—
U.S. treasury strips	429.7			—			429.7		—
Total investments	$	2,447.5		$	322.2		$	2,084.0	$	41.3
Liabilities
Cash collateral payable	(19.9		)	(19.9		)	—		—
Due for administrative expenses	(1.0		)	(1.0		)	—		—
Due for securities purchased	(17.9		)	(17.9		)	—		—
Total liabilities	$	(38.8	)	$	(38.8	)	$	—	$	—
Net assets available for benefits	$	2,422.4		$	297.1		$	2,084.0	$	41.3

23

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

	Fair value measurements as of December 31, 2014
	Total			Quoted prices in active markets (Level 1)			Significant observable inputs (Level 2)			Significant unobservable inputs (Level 3)
	(In millions)
Cash—non-interest bearing	$	0.4		$	0.4		$	—		$	—
Receivables
Accrued income	12.2			12.2			—			—
Cash collateral receivable	1.3			1.3			—			—
Receivable for foreign currency purchased	0.1			0.1			—			—
Receivable for Pabst withdrawal	0.1			0.1			—			—
Receivable for securities sold	7.3			7.3			—			—
Total receivables	$	21.0		$	21.0		$	—		$	—
Investments
Cash - interest bearing
Invested cash	34.7			34.7			—			—
Short-term investment funds	57.0			—			57.0			—
Commingled funds/common/collective trusts
Bond funds	438.0			—			438.0			—
Equity funds - U.S.	174.9			—			174.9			—
Equity funds - international	250.0			—			250.0			—
Common stock
Common stock excluding depository receipts	55.7			55.7			—			—
Fixed income securities
Bond fund - limited partnership	52.3			—			—			52.3
Corporate bonds	818.7			—			818.5			0.2
Derivatives - credit default swaps	0.1			—			0.1			—
Derivative contracts - interest rate swaps	22.0			—			22.0			—
Derivative contracts - interest rate swaptions	2.1			—			2.1			—
Foreign government bonds	1.5			—			1.5			—
Government agency bills	17.0			—			17.0			—
Government agency debt	49.1			—			49.1			—
Government agency strips	9.0			—			9.0			—
Municipal & provincial bonds	19.8			—			19.8			—
Non-government backed collateralized obligations & MBS	7.3			—			7.3			—
Repurchase agreements	21.4			—			—			21.4
U.S. government bonds	113.5			—			113.5			—
U.S. government notes	35.6			—			35.6			—
U.S. treasury strips	459.7			—			459.7			—
Total investments	$	2,639.4		$	90.4		$	2,475.1		$	73.9
Liabilities
Cash collateral payable	(3.1		)	(3.1		)	—			—
Due for derivative contracts	(1.1		)	—			(1.1		)	—
Due for margins	(0.1		)	(0.1		)	—			—
Due for securities purchased	(27.1		)	(27.1		)	—			—
Total liabilities	$	(31.4	)	$	(30.3	)	$	(1.1	)	$	—
Net assets available for benefits	$	2,629.4		$	81.5		$	2,474.0		$	73.9

24

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Change in value of Level 3 assets are as follows:

	For the year ended December 31, 2015
	Bond fund limited partnership			Corporate bonds			Repurchase agreements			Total
	(In millions)
Balance, beginning of year	$	52.3		$	0.2		$	21.4		$	73.9
Sales and other settlements	(10.0		)	(0.2		)	(21.4		)	(31.6		)
Change in unrealized gain/(loss)	(1.0		)	—			—			(1.0		)
Balance, end of year	$	41.3		$	—		$	—		$	41.3

Valuation Methodologies

Outlined below are the valuation techniques used to determine the fair value of various types of plan investments:

• Cash (interest and non-interest bearing) (Level 1) - Valued at cost.

• Commingled Funds / Common / Collective Trusts (Level 2) - These are trusts established for the collective investment of assets contributed from employee benefit plans maintained by more than one plan sponsor. Units are valued based on the fair value of the fund's underlying investments, with the fund valued at Net Asset Values observable only indirectly via fund managers by fund participants.

• Common Stock and Depository Receipts (Level 1) - These are valued using the official close, last trade, bid or ask price (all readily observable inputs) reported on the active market or exchange on which the individual securities are traded.

• Fixed Income - (Level 2, unless priced by the Investment Manager or by a service not readily available to the public, then Level 3) - Corporate Bonds, Non-Government Backed Collateralized Mortgage Obligations (CMOs) and Mortgage Backed Securities (MBS) are priced by brokers based on structured product markets, interest rate movements, new issue information, issuer ratings, dealer quotes, trade prices, etc., which are either directly or indirectly observable. Government Agencies, Bonds, U.S. Treasury Bills and Strips and Repurchase Agreements are priced based on dealer quotes, bond market activity, trade execution data, interest rate movements and volatilities, LIBOR/Swap forward curves and credit spreads, all of which are either directly or indirectly observable. Municipal and Provincial Bonds are priced using data obtained from market makers, brokers, dealers and analysts. Data includes information on current trades, bid-wanted lists and offerings, general information on market movements, direction, trends and specific data on specialty issues, all of which are either directly or indirectly observable.

• Derivative Contracts - (Level 2 unless priced by Investment Manager, then Level 3) - Unless priced by an investment manager, Credit Default Swaps and Interest Rate Forwards, Options, Swaps and Swaptions are priced using observable inputs including yields, interest rate curves and spreads. Exchange traded derivatives are typically priced using the last trade price, representing the last price at which the security was last traded on the exchange.

• Short Term Investment Funds (STIF) (Level 1 in 2015, previously classified as Level 2) - Units are valued based on the fair value of the fund's underlying investments, with the fund valued at Net Asset Value observable only indirectly via fund managers by fund participants.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

25

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Pension Expense

The following represents the Company's net periodic pension cost:

	For the years ended December 31
	2015			2014			2013
	(In millions)
Components of net periodic pension cost:
Service cost	$	0.3		$	0.3		$	4.1
Administrative expenses	10.7			12.0			8.6
Interest cost	114.0			124.5			106.1
Expected return on plan assets	(142.8		)	(136.2		)	(147.5		)
Amortization of prior service cost	0.1			0.1			0.1
Amortization of actuarial loss	36.0			29.6			29.7
Settlement losses/termination benefits	43.1			—			0.8
Net periodic pension cost	$	61.4		$	30.3		$	1.9

Net periodic pension cost for the year ended December 31, 2015, includes a partial settlement loss of $42.4 million which has been classified as a special item and included in settlement losses/termination benefits in the above table. See Note 3, "Special Items," for additional details.

As a result of the Company's 2013 restructuring activities, a charge for special termination benefits of $0.8 million is reflected in net periodic pension cost for the year ended December 31, 2013.

Pension expense is actuarially calculated annually based on data available at the beginning of each year. Assumptions used in the calculation include the settlement discount rate, expected rate of return on investments and rate of compensation increases and are detailed in the table below.

	For the years ended December 31
	2015		2014		2013
Weighted average assumptions:
Discount rate1	3.66	%	4.48	%	3.55	%
Expected return on plan assets	5.50	%	6.00	%	6.00	%
Rate of compensation increases	2.75	%	2.80	%	2.50	%
1 Rate utilized based on the Citigroup Pension Liability Index and combined projected cash flows at year-end for the following year's pension expense.

Contributions

The Company expects that its contributions to the defined benefit plans will be in the range of $90 million to $110 million during 2016.

26

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Benefit Payments

The benefits expected to be paid by the defined benefit plans for the years ending December 31 are as follows:

	Amount
	(In millions)
2016	$	188.5
2017	175.8
2018	176.8
2019	177.6
2020	178.7
2021-2025	879.0

The most recent valuation of the pension plans was completed by an independent actuary as of December 31, 2015.

Change in Accumulated Other Comprehensive Loss

Changes in pension plan assets and benefit obligations recognized in accumulated other comprehensive loss are as follows:

	Amount
	(In millions)
Accumulated other comprehensive loss as of December 31, 2013:	$	914.7
Amortization of prior service cost	(0.1		)
Amortization of actuarial loss	(29.6		)
Current period actuarial loss	214.0
Accumulated other comprehensive loss as of December 31, 2014:	$	1,099.0
Amortization of prior service cost	(0.1		)
Amortization of actuarial loss	(36.0		)
Settlement losses	(43.1		)
Current period actuarial loss	9.0
Accumulated other comprehensive loss as of December 31, 2015:	$	1,028.8

11. Postretirement Benefits

The Company has postretirement plans that provide medical benefits, life insurance and, in some cases, dental and vision coverage for retirees and eligible dependents. The plans are not funded. The Company's postretirement health plan qualifies for the federal subsidy under the Medicare Prescription Drug Improvement and Modernization Act of 2003 (“the Act”) because the prescription drug benefits provided under the Company's postretirement health plan for Medicare eligible retirees generally require lower premiums from covered retirees and have lower co-payments and deductibles than the benefits provided in Medicare Part D and, accordingly, are actuarially equivalent to or better than the benefits provided under the Act. The benefits paid, including prescription drugs, were $38.1 million and $37.8 million for the years ended December 31, 2015 and 2014, respectively. Subsidies of $0.5 million and $0.6 million were received for the years ended December 31, 2015 and 2014, respectively.

During 2013 and 2015, the Company amended certain postretirement health plans to discontinue its sponsorship of post-65 medical benefits for certain current and future retirees replacing them with a notional health reimbursement account that retirees can access for the purchase of individual plans offered by insurance companies as well as other related medical expenses. These changes resulted in a $27.2 million and $21.4 million reduction in prior service cost recognized in other comprehensive loss for the years ended December 31, 2015 and 2013, respectively.

In addition, as a result of the Company's 2013 restructuring activities, a charge for special termination benefits of $1.5 million is reflected in net periodic postretirement benefit cost for the year ended December 31, 2013.

27

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following represents the Company's net periodic postretirement benefit cost:

	For the years ended December 31
	2015			2014			2013
	(In millions)
Components of net periodic postretirement benefit cost:
Service cost	$	14.9		$	15.2		$	14.2
Interest cost	30.6			31.5			27.7
Amortization of prior service credit	(6.6		)	(8.7		)	(7.2		)
Amortization of actuarial loss	17.0			9.7			11.5
Special termination benefits	—			—			1.5
Net periodic postretirement benefit cost	$	55.9		$	47.7		$	47.7

The costs under these plans were determined by the terms of the plans separately for retirees who were former employees of Coors and retirees who were former employees of Miller, together with the relevant actuarial assumptions and health care cost trend rates. These assumptions are detailed in the table below.

	For the year ended December 31, 2015
Discount rate	3.67%
Health care cost trend rate	Ranging ratable from 7.0% in 2015 to 5.0% in 2019

	For the year ended December 31, 2014
Discount rate	4.42%
Health care cost trend rate	Ranging ratable from 7.0% in 2014 to 5.0% in 2018

	For the year ended December 31, 2013
Discount rate	3.59%
Health care cost trend rate	Ranging ratable from 7.5% in 2013 to 5.0% in 2018

28

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Changes in the projected benefit obligation and plan assets and funded status of the postretirement benefit plans are as follows:

	As of December 31
	2015			2014
	(In millions)
Change in projected benefit obligation:
Projected benefit obligation, beginning of year	$	875.7		$	735.7
Service cost	14.9			15.2
Interest cost	30.6			31.5
Plan amendments	(27.2		)	(1.4		)
Actuarial (gain)/loss	(97.1		)	132.5
Benefits paid	(37.9		)	(37.8		)
Projected benefit obligation, end of year	$	759.0		$	875.7
Change in plan assets:
Fair value of plan assets, beginning of year	$	—		$	—
Employer contributions	37.9			37.8
Benefits paid	(37.9		)	(37.8		)
Fair value of plan assets, end of year	$	—		$	—
Funded status at end of year:
Projected benefit obligation	$	(759.0	)	$	(875.7	)
Fair value of plan assets	—			—
Funded status—unfunded	$	(759.0	)	$	(875.7	)
Amounts recognized in the consolidated balance sheets:
Current liabilities	$	(44.6	)	$	(47.9	)
Noncurrent liabilities	(714.4		)	(827.8		)
Total	$	(759.0	)	$	(875.7	)
Amounts included in accumulated other comprehensive (income) loss:
Net actuarial loss	$	119.4		$	233.5
Prior service credit	(44.8		)	(24.2		)
Total	$	74.6		$	209.3

The estimated prior service credit and net actuarial loss for defined benefit postretirement plans that will be amortized from accumulated other comprehensive loss into net periodic postretirement benefit cost over the next year are $7.7 million and $10.4 million, respectively.

The obligations under these plans were determined by the terms of the plans separately for retirees who were former employees of Coors and retirees who were former employees of Miller, together with the relevant actuarial assumptions and health care cost trend rates. Updated actuarial mortality tables were included in the calculation of the benefit obligation as of December 31, 2015. These assumptions are detailed in the table below.

	As of December 31, 2015
Discount rate	3.92%
Health care cost trend rate	Ranging ratable from 7.0% in 2016 to 5.0% in 2024

	As of December 31, 2014
Discount rate	3.67%
Health care cost trend rate	Ranging ratable from 7.0% in 2015 to 5.0% in 2019

29

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The assumed health care cost trend rates have an effect on the amounts reported for other postretirement benefits. A 1% change in the assumed health care cost trend rate would have the following effects:

	1% increase		1% decrease
	(In millions)
Effect on total of service and interest cost components of expense	$	7.1	$	(5.6	)
Effect on postretirement benefit obligation	74.3		(61.1		)

Benefit Payments

The benefits expected to be paid by the plans for the years ending December 31 are as follows:

	Amount
	(In millions)
2016	$	44.6
2017	46.2
2018	47.1
2019	47.6
2020	48.1
2021-2025	232.5

Change in Accumulated Other Comprehensive Loss

Changes in postretirement benefit plan assets and benefit obligations recognized in accumulated other comprehensive loss were as follows:

	Amount
	(In millions)
Accumulated other comprehensive loss as of December 31, 2013:	$	79.2
Amortization of prior service credit	8.7
Amortization of actuarial loss	(9.7		)
Current period actuarial loss	132.5
Plan amendments	(1.4		)
Accumulated other comprehensive loss as of December 31, 2014:	$	209.3
Amortization of prior service credit	6.6
Amortization of actuarial loss	(17.0		)
Current period actuarial gain	(97.1		)
Plan amendments	(27.2		)
Accumulated other comprehensive loss as of December 31, 2015:	$	74.6

30

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Capital Stock

The capital stock in the Company is divided between Class A (840,000 shares issued and authorized) and Class B (160,000 shares issued and authorized). The Class A shares have voting rights and the Class B shares have no voting rights. The Shareholders are not obligated for the debts and obligations of the Company. Capital stock held by the Shareholders as of December 31, 2015 and 2014 is as follows:

	Number of shares
Class A
Miller (nominal value $0.001 per share)	420,000
Coors (nominal value $0.001 per share)	420,000
	840,000
Class B
Miller (nominal value $0.001 per share)	160,000

13. Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive loss, which are recorded within shareholders' investment, are as follows:

	Gain (loss) on derivative instruments			Pension and other postretirement benefit adjustments			Accumulated other comprehensive income (loss)
	(In millions)
Balance as of December 31, 2012	$	(6.9	)	$	(1,121.4	)	$	(1,128.3	)
Unrealized loss on derivative instruments	(75.5		)	—			(75.5		)
Reclassification of derivative losses to income	29.4			—			29.4
Current period actuarial gain	—			72.0			72.0
Prior service credit/plan amendments	—			21.4			21.4
Amortization of net prior service credits and net actuarial losses to income	—			34.1			34.1
Net current-period other comprehensive (loss) income	$	(46.1	)	$	127.5		$	81.4
Balance as of December 31, 2013	$	(53.0	)	$	(993.9	)	$	(1,046.9	)
Unrealized loss on derivative instruments	(8.0		)	—			(8.0		)
Reclassification of derivative losses to income	28.3			—			28.3
Current period actuarial loss	—			(346.5		)	(346.5		)
Prior service credit/plan amendments	—			1.4			1.4
Amortization of net prior service credits and net actuarial losses to income	—			30.7			30.7
Net current-period other comprehensive (loss) income	$	20.3		$	(314.4	)	$	(294.1	)
Balance as of December 31, 2014	$	(32.7	)	$	(1,308.3	)	$	(1,341.0	)
Unrealized loss on derivative instruments	(130.7		)	—			(130.7		)
Reclassification of derivative losses to income	41.1			—			41.1
Current period actuarial gain	—			88.1			88.1
Prior service credit/plan amendments	—			27.2			27.2
Amortization of net prior service credits and net actuarial losses to income	—			89.6			89.6
Net current-period other comprehensive (loss) income	$	(89.6	)	$	204.9		$	115.3
Balance as of December 31, 2015	$	(122.3	)	$	(1,103.4	)	$	(1,225.7	)

31

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Reclassifications from AOCI to income:

	For the years ended December 31
	2015			2014			2013
	Reclassifications from AOCI									Location of gain (loss) recognized in income
	(In millions)
Gain (loss) on cash flow hedges:
Commodity swaps	$	(41.1	)	$	(28.3	)	$	(29.4	)	Cost of goods sold
Net income (loss) reclassified	$	(41.1	)	$	(28.3	)	$	(29.4	)
Amortization of defined benefit pension and other postretirement benefit plan items:
Prior service benefit (cost)	$	6.5		$	8.6		$	7.1		(1)
Net actuarial gain (loss)	(53.0		)	(39.3		)	(41.2		)	(1)
Settlement loss	(43.1		)	—			—			(1)
Net income (loss) reclassified	$	(89.6	)	$	(30.7	)	$	(34.1	)
Total income (loss) reclassified	$	(130.7	)	$	(59.0	)	$	(63.5	)

⁽¹⁾ These components of AOCI are included in the computation of net periodic pension and other postretirement benefit cost

recognized in cost of goods sold, marketing, general and administrative expenses and special items. See Note 3, "Special

Items," Note 10, "Employee Retirement Plans," and Note 11, "Postretirement Benefits," for additional details.

Only state income tax would be applicable to certain AOCI activity presented in the above table, and thus the income tax impact has been deemed immaterial. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" for further information.

32

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14. Transactions with Affiliates

Transactions with affiliates include service agreement arrangements, the purchase and sale of beer and other charges for goods and services incurred on behalf of related parties.

The Company participates in four service arrangements that began on July 1, 2008. These agreements are with Miller and Molson Coors, in which the Company serves as both the recipient and provider of services. Each service agreement is made between the two respective parties only. However, for the services supplied to Miller, this also includes Miller Brewing International and other subsidiaries of Miller. Services supplied to Molson Coors also include services to Coors Brewing Company and other subsidiaries of Molson Coors. The service agreement charges and other costs to/from Miller and Molson Coors are as follows:

	For the years ended December 31
	2015		2014		2013
	(In millions)
To Miller	$	2.0	$	1.3	$	1.2
To Molson Coors	0.9		1.0		1.1
From Molson Coors	2.6		2.4		2.5

Outside of the service agreement, affiliate transactions relate mainly to beer sales and purchases. The following summarizes sales/purchases of beer and other transactions to/from affiliates:

	For the years ended December 31
	2015		2014		2013
	(In millions)
Sales of beer to Miller Brewing International	$	89.5	$	86.3	$	90.5
Sales of beer to Molson Coors	43.2		37.3		19.2
Purchases of beer from Molson Coors	11.7		13.1		16.6
Purchases of beer from SABMiller	32.4		34.5		36.0
Royalties to SABMiller	16.0		11.7		7.3
Sales of hops to SABMiller	4.3		4.1		2.7

The Company leases water rights in Colorado for use at the Golden, Colorado, brewery from a Molson Coors subsidiary at no cost.

Costs recorded for services provided to RMMC from Ball were $5.1 million, $5.2 million and $4.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Costs recorded for services provided to RMBC from Owens were $1.2 million, $1.5 million and $1.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Amounts due from affiliates are as follows:

	As of December 31
	2015		2014
	(In millions)
SABMiller and subsidiaries	$	18.2	$	18.5
Molson Coors and subsidiaries	9.2		10.4
Total	$	27.4	$	28.9

Amounts due from SABMiller and subsidiaries represent open receivables under the contract brewing arrangement with Miller Brewing International, the service agreement and other charges for goods and services. Amounts due from Molson Coors and subsidiaries relate to costs associated with export beer production, the service agreement and other charges for goods and services.

33

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Amounts due to affiliates are as follows:

	As of December 31
	2015		2014
	(In millions)
SABMiller and subsidiaries	$	6.0	$	6.8
Molson Coors and subsidiaries	1.6		2.1
Total	$	7.6	$	8.9

Amounts due to Molson Coors and subsidiaries relate mainly to the purchase of beer and charges for services provided under the service agreement. Amounts due to SABMiller and subsidiaries include amounts owed for purchases of beer and charges for goods and services.

The Company recorded costs of $89.2 million and $228.8 million for the purchase of packaging materials from Graphic Packaging Corporation (“GPC”) as a related party for the years ended December 31, 2014 and 2013, respectively. GPC was a related party due to ownership of GPC and the Company by certain Coors family trusts and the Adolph Coors Foundation. During 2014, certain Coors family trusts and the Adolph Coors Foundation sold their ownership of Graphic Packaging Corporation and, from that point, GPC was no longer a related party of the Company.

15. Commitments and Contingencies

The Company leases certain facilities and equipment under non-cancelable agreements pertaining to property, plant and equipment accounted for as operating leases. The commitments are with numerous vendors and the term of each commitment can vary in length from one to fifteen years. Future minimum lease payments under these leases as of December 31, 2015 are as follows:

	Amount
	(In millions)
2016	$	17.2
2017	15.3
2018	13.6
2019	11.4
2020	9.3
Thereafter	23.8
Total	$	90.6

Total rent expense was $25.4 million, $24.9 million and $24.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Supply Contracts

The Company has various long-term supply contracts with unrelated third parties to purchase certain materials used in the brewing and packaging of its products. The contracts are generally at market rate and the terms generally stipulate that the Company must use the designated supplier for an expected minimum percentage of its annual purchase requirements of the specified material. The amounts in the table do not represent all anticipated payments under long-term contracts. Rather, they represent unconditional and legally enforceable committed expenditures:

	Amount
	(In millions)
2016	$	26.7
2017	17.0
2018	10.8
Total	$	54.5

34

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Advertising and Promotions

The Company has entered into various long-term non-cancelable commitments pertaining to advertising, marketing services and promotions. The commitments are with numerous vendors and the term of each commitment can vary in length from one year to several years.

As of December 31, 2015, the future non-cancelable advertising and promotions commitments are as follows:

	Amount
	(In millions)
2016	$	108.9
2017	106.7
2018	70.8
2019	49.7
2020	43.2
Thereafter	64.5
Total	$	443.8

Environmental

Periodically, the Company is involved in various environmental matters. Although it is difficult to predict the Company's liability with respect to these matters, future payments, if any, would be made over a period of time in amounts that would not be material to the Company's financial position or results of operations. The Company believes that adequate reserves have been provided for environmental costs that are probable as of December 31, 2015.

Letters of Credit

The Company had approximately $17.0 million outstanding in letters of credit, of which $12.2 million supports insurance arrangements, as of December 31, 2015. These letters of credit expire at various times throughout 2016 and contain a clause which will automatically renew them for an additional year if no cancellation notice is submitted. The remaining $4.8 million supports a tax increment financing agreement associated with the Company's Chicago headquarters. This letter of credit increases each December by approximately $1.0 million until 2016 and may be extended annually thereafter, with a final expiration of December 9, 2021.

Litigation and Other Disputes

The Company is involved in disputes and legal actions arising in the ordinary course of business. While it is not feasible to predict or determine the outcome of these proceedings, management believes, based on a review with legal counsel, none of these disputes and legal actions is expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters, may arise from time to time that may harm the Company. The Company believes adequate reserves have been provided for probable legal costs as of December 31, 2015.

16. Share-Based Payments

As of December 31, 2015, the Company had three significant share-based compensation plans. In addition, see Note 1, "Basis of Presentation and Summary of Significant Accounting Policies," for information on share-based compensation plans where employees of the Company were granted awards while employed by the Shareholders prior to the formation of the Company.

35

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

MillerCoors share appreciation rights

The Company issued MillerCoors share appreciation rights ("SARs") to certain employees that were granted with an exercise price equal to the fair value of a share of its internally valued stock on the date of grant and were last issued during the year ended December 31, 2012. The shares are valued using the income and market approaches. The MillerCoors SARs have a term of seven to ten years and vested proportionally over 2½ to 5 years depending on the specific issuance. The Company values the MillerCoors SARs using the Black-Scholes value model. The Company accounts for the awards on a liability basis as the MillerCoors SARs are settled in cash.

Shareholder share appreciation rights

The Company issues Shareholder SARs to certain employees that are granted with an exercise price equal to the fair value of a share of the respective Shareholders’ stock on the date of grant and were first issued during the year ended December 31, 2013. The shares are valued using published market prices. The Shareholder SARs have a term of ten years and vest proportionally over three years. The Company values the Shareholder SARs using the Black-Scholes value model. The Company accounts for the awards on a liability basis as the Shareholder SARs are settled in cash.

Performance shares

Performance shares are granted to certain employees and are contingent upon achieving certain performance targets at the end of the performance period. The performance period is generally three years and vesting occurs at the end of the performance period if the performance targets are achieved. The ultimate number of performance shares awarded will be determined at the close of the performance period based on performance against the pre-determined targets for the specific grant. Employees will receive a cash payment based on the number of performance shares awarded at the fair value of internally valued MillerCoors shares on the vesting date. The Company accounts for the awards on a liability basis as the performance shares are settled in cash.

Information on the Company's performance share plan is presented below:

	As of December 31
	2015		2014		2013
Shares issued during the year	921,453		1,641,596		1,872,546
Unvested shares	2,092,933		3,086,569		3,614,595
Weighted average fair value (per share)	$	14.99	$	14.38	$	14.19

The performance share payments are dependent on the Company achieving certain performance targets for the year ending December 31, 2017, for the 2015 issuance, the year ending December 31, 2016, for the 2014 issuance and for the year ended December 31, 2015, for the 2013 issuance. Based on actual results to date and estimates of future performance, the weighted average assumed performance achievement as of December 31, 2015 is 80% of the targeted awards. The ultimate fair value cash payments of the performance shares will be expensed over the performance period for the shares that are expected to ultimately vest. There was $13.6 million of unrecognized compensation cost related to the unvested shares based on the year-end target performance assumptions and fair value of internally valued MillerCoors shares as of December 31, 2015.

The following table summarizes components of the cash-based compensation recorded as expense:

	For the years ended December 31
	2015		2014		2013
	(In millions)
SARs	$	7.1	$	6.5	$	10.9
Performance shares	9.3		8.8		24.4
Total	$	16.4	$	15.3	$	35.3

36

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The fair value of SARs granted in 2015, 2014 and 2013 was determined on the date of grant using the Black-Scholes model with the following weighted-average assumptions:

	Shareholder SARs
	2015			2014			2013
Expected life (in years)	6.7			6.4			6.0
Expected volatility	24.47		%	23.50		%	24.44		%
Dividend yield	1.70		%	2.30		%	2.45		%
Risk-free interest rate	1.49		%	1.74		%	1.13		%
Weighted average fair value (per share)	$	13.20		$	9.31		$	8.44

The risk-free interest rate utilized is based on benchmark yields with a maturity equal to the term of the grant. Expected volatility is based on comparable company volatility over a period consistent with the expected life. The dividend yield is based on the average historic dividend yield. The expected life is estimated based upon observations of historical employee option exercise patterns and trends of the Shareholders.

SARs outstanding as of December 31, 2015 and the changes during the year are presented below:

	SARs		Weighted average exercise price		Weighted average remaining contractual life	Aggregate intrinsic value
			(Per share)		(Years)	(In millions)
MillerCoors SARs
As of December 31, 2014	3,619,123		$	10.63	5.6	$	13.6
Granted	—
Exercised	(1,670,671	)	10.51
Forfeited	—
As of December 31, 2015	1,948,452		$	10.74	5.2	$	8.3
Shareholder SARs
As of December 31, 2014	670,396		$	47.51	8.7	$	11.6
Granted	170,732		65.30
Exercised	(123,186	)	46.65
Forfeited	(149,381	)	51.75
As of December 31, 2015	568,561		$	49.99	8.0	$	15.0

37

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

SARs exercisable and unvested are presented below:

	SARs	Weighted average exercise price		Weighted average remaining contractual life	Aggregate intrinsic value
		(Per share)		(Years)	(In millions)
MillerCoors SARs
SARs exercisable
December 31, 2015	1,948,452	$	10.74	5.2	$	8.3
December 31, 2014	3,619,123	$	10.63	5.6	$	13.6
SARs unvested
December 31, 2015	—	$	—	—	$	—
December 31, 2014	—	$	—	—	$	—
Shareholder SARs
SARs exercisable
December 31, 2015	261,963	$	46.45	7.5	$	7.5
December 31, 2014	116,040	$	46.44	8.3	$	2.2
SARs unvested
December 31, 2015	306,598	$	53.02	8.3	$	7.5
December 31, 2014	554,356	$	47.74	8.8	$	9.4

Total compensation cost related to unvested SARs not yet recognized was $1.9 million as of December 31, 2015. This compensation expense is expected to be recognized over a weighted average period of approximately 1.6 years.

17. Subsequent Events

The Company has evaluated subsequent events through the date that the financial statements were issued, February 11, 2016, and has determined that there are no events to report.

38

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

QuickLinks

Exhibit 99

Report of Independent Registered Public Accounting Firm

MillerCoors LLC and Subsidiaries Consolidated Balance Sheets (In millions, except shares)

MillerCoors LLC and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) (In millions)

MillerCoors LLC and Subsidiaries Consolidated Statements of Cash Flows (In millions)

MillerCoors LLC and Subsidiaries Consolidated Statements of Shareholders' Investment (In millions)

MillerCoors LLC and Subsidiaries Notes to Consolidated Financial Statements

39