Molson Coors Beverage (TAP) 10-Q 4 Aug 09 2009 Q2 Quarterly report Financial data

0010 - CONDENSED CONSOLIDATED S

0010 - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data	3 Months Ended Jun. 28, 2009	3 Months Ended Jun. 29, 2008	6 Months Ended Jun. 28, 2009	6 Months Ended Jun. 29, 2008
Sales	1160.4	2359.4	1984.6	4175.6
Excise taxes	-361.5	(602)	-626.7	-1061.6
Net sales	798.9	1757.4	1357.9	3,114
Cost of goods sold	-432.6	-1033.6	-778.7	-1868.6
Gross profit	366.3	723.8	579.2	1245.4
Marketing, general and administrative expenses	(230)	-463.2	-412.6	-899.8
Special items, net	-7.1	-103.9	-17.3	-111.2
Equity income in MillerCoors	-134.1		-231.2
Operating income	263.3	156.7	380.5	234.4
Interest expense, net	-19.9	(27)	-39.8	-54.8
Debt extinguishment costs				-12.4
Other (expense) income, net	-8.3	(6)	-26.8	-1.4
Income from continuing operations before income taxes	235.1	123.7	313.9	165.8
Income tax benefit	-47.3	-26.5	(46)	-19.9
Income from continuing operations	187.8	97.2	267.9	145.9
Loss from discontinued operations, net of tax		-12.4	-3.9	-21.4
Net income	187.8	84.8	264	124.5
Less: Net income attributable to noncontrolling interests	-0.5	-5.4	(1)	-10.8
Net income attributable to Molson Coors Brewing Company	187.3	79.4	263	113.7
Basic income (loss) per share:
Continuing operations attributable to Molson Coors Brewing Company (in dollars per share)	1.02	0.5	1.45	0.75
Discontinued operations attributable to Molson Coors Brewing Company (in dollars per share)		-0.07	-0.02	-0.12
Net income attributable to Molson Coors Brewing Company (in dollars per share)	1.02	0.43	1.43	0.63
Diluted income (loss) per share:
Continuing operations attributable to Molson Coors Brewing Company (in dollars per share)	1.01	0.49	1.44	0.73
Discontinued operations attributable to Molson Coors Brewing Company (in dollars per share)		-0.07	-0.02	-0.12
Net income attributable to Molson Coors Brewing Company (in dollars per share)	1.01	0.42	1.42	0.61
Weighted average shares - basic (in shares)	184.2	182.4	184	181.7
Weighted average shares - diluted (in shares)	185.4	186	185.2	185
Amounts attributable to Molson Coors Brewing Company
Income from continuing operations, net of tax	187.3	91.8	266.9	135.1
Loss from discontinued operations, net of tax		-12.4	-3.9	-21.4
Net income attributable to Molson Coors Brewing Company	187.3	79.4	$263	113.7

0020 - CONDENSED CONSOLIDATED B

0020 - CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	Jun. 28, 2009	Dec. 28, 2008
Current assets:
Cash and cash equivalents	296.2	216.2
Accounts receivable, net	541.5	472.5
Other receivables, net	190.7	162.9
Inventories:
Finished, net	115.7	89.1
In process	20.3	13.4
Raw materials	41.9	43.3
Packaging materials, net	56.5	46.3
Total inventories, net	234.4	192.1
Other assets, net	61.4	61.9
Discontinued operations	9.1	1.5
Total current assets	1333.3	1107.1
Properties, net	1242.3	1301.9
Goodwill	1431.8	1,298
Other intangibles, net	4186.4	3923.4
Investment in MillerCoors	2557.9	2418.7
Deferred tax assets	76.6	75.3
Notes receivable, net	54.4	51.8
Other assets	163.5	203.4
Discontinued operations		7
Total assets	11046.2	10386.6
Current liabilities:
Accounts payable	156.7	170.5
Accrued expenses and other liabilities	687.1	690.8
Deferred tax liabilities	115.4	107.8
Short-term borrowings and current portion of long-term debt	0.1	0.1
Discontinued operations	139.2	16.9
Total current liabilities	1098.5	986.1
Long-term debt	1628.6	1,752
Pension and post-retirement benefits	492.8	581
Derivative hedging instruments	310.6	225.9
Deferred tax liabilities	464.6	399.4
Unrecognized tax benefits	199.2	230.4
Other liabilities	140.6	47.6
Discontinued operations	17	124.8
Total liabilities	4351.9	4347.2
Capital stock:
Preferred stock, non-voting, no par value (authorized: 25.0 shares; none issued)	0	0
Paid-in capital	3,389	3334.6
Retained earnings	2366.4	2184.9
Accumulated other comprehensive income	34.9	-371.4
Total Molson Coors Brewing Company stockholders' equity	6680.1	6055.4
Noncontrolling interests	14.2	(16)
Total equity	6694.3	6039.4
Total liabilities and equity	11046.2	10386.6
Class A common stock, voting
Capital stock:
Common stock	0	0
Class B common stock, non-voting
Capital stock:
Common stock	1.6	1.6
Exchangeable Shares, Class A, Class of Stock
Capital stock:
Exchangeable shares	119.4	119.4
Exchangeable Shares, Class B, Class of Stock
Capital stock:
Exchangeable shares	768.8	786.3

0025 - CONDENSED CONSOLIDATED B

0025 - CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL DISCLOSURES (USD $)
	Jun. 28, 2009	Dec. 28, 2008
Preferred stock, non-voting, authorized (in shares)	25,000,000	25,000,000
Preferred stock, non-voting, issued (in shares)	0	0
Class A common stock, voting
Common stock, par value (in dollars per share)	0.01	0.01
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	2,600,000	2,700,000
Common stock, outstanding (in shares)	2,600,000	2,700,000
Class B common stock, non-voting
Common stock, par value (in dollars per share)	0.01	0.01
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	158,200,000	157,100,000
Common stock, outstanding (in shares)	158,200,000	157,100,000
Exchangeable Shares, Class A, Class of Stock
Exchangeable shares, issued (in shares)	3,200,000	3,200,000
Exchangeable shares, outstanding (in shares)	3,200,000	3,200,000
Exchangeable Shares, Class B, Class of Stock
Exchangeable shares, issued (in shares)	20,400,000	20,900,000
Exchangeable shares, outstanding (in shares)	20,400,000	20,900,000

0030 - CONDENSED CONSOLIDATED S

0030 - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	6 Months Ended Jun. 28, 2009	6 Months Ended Jun. 29, 2008
Cash flows from operating activities:
Net income	$264	124.5
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	88.8	167.2
Share-based compensation	11.1	46.9
Gain on sale or impairment of properties and intangibles		-20.2
Loss on impairment of Molson brands sold in the U.S.		50.6
Deferred income taxes	62.1	9.4
Equity income in MillerCoors	-231.2
Distributions from MillerCoors	250.3
Equity in net income of other unconsolidated affiliates	-0.1	-11.6
Distributions from other unconsolidated affiliates	2.6
Excess tax benefits from share-based compensation	-15.3	-21.3
Change in current assets and liabilities and other	-83.7	-206.3
Discontinued operations	3.9	21.4
Net cash provided by (used in) operating activities	352.5	160.6
Cash flows from investing activities:
Additions to properties and intangible assets	-45.2	-136.4
Proceeds from sales of properties and intangible assets	2.6	33.5
Proceeds from sale of investment securities, net		22.8
Acquisition of business	-19.6
Investment in MillerCoors	-212.1
Return of capital from MillerCoors	92.8
Deconsolidation of Brewers' Retail, Inc.	-26.1
Investment in and advances to an unconsolidated affiliate	-5.3	-10.6
Trade loan repayments from customers	9.6	13.9
Trade loans advanced to customers	(7)	-20.1
Other		2.6
Net cash used in investing activities	-210.3	-94.3
Cash flows from financing activities:
Exercise of stock options under equity compensation plans	13.4	45.9
Excess tax benefits from share-based compensation	15.3	21.3
Dividends paid	-81.4	-65.5
Dividends paid to noncontrolling interests holders		-19.5
Proceeds from issuance of long term debt		16
Payments on long-term debt and capital lease obligations	-0.2	-180.9
Proceeds from short-term borrowings	10	40.5
Payments on short-term borrowings	-10.1	-40.1
Net proceeds from revolving credit facilities		16.9
Change in overdraft balances and other	(9)	-4.5
Settlements of debt-related derivatives		12
Net cash used in financing activities	(62)	-157.9
Cash and cash equivalents:
Net decrease in cash and cash equivalents	80.2	-91.6
Effect of foreign exchange rate changes on cash and cash equivalents	-0.2	(1)
Balance at beginning of year	216.2	377
Balance at end of period	296.2	284.4

1010 - BASIS OF PRESENTATION

1010 - BASIS OF PRESENTATION
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION Unless otherwise noted in this report, any description of we, us or our includes Molson Coors Brewing Company ("MCBC" or the "Company"), principally a holding company, and its operating subsidiaries: Coors Brewing Company ("CBC"), operating in the United States ("U.S."); Molson Coors Brewing Company (UK) Limited ("MCBC-UK"), formally referred to as Coors Brewers Limited ("CBL"), operating in the United Kingdom ("U.K."); Molson Canada ("Molson"), operating in Canada; and our other corporate entities. Any reference to "Coors" means the Adolph Coors Company prior to the 2005 merger with MolsonInc. (the "Merger"). Any reference to MolsonInc. means Molson prior to the Merger. Any reference to "Molson Coors" means MCBC after the Merger. Effective July1, 2008, MCBC and SABMillerplc ("SABMiller") combined the U.S. and Puerto Rico operations of their respective subsidiaries, CBC and Miller Brewing Company ("Miller"). The results and financial position of U.S. operations, which had historically comprised substantially all of our U.S. reporting segment were, in all material respects, deconsolidated from MCBC prospectively upon formation of MillerCoorsLLC ("MillerCoors"). Our interest in MillerCoors is accounted for by us under the equity method of accounting. See Note3 "SEGMENT REPORTING," and Note4 "EQUITY INVESTMENTS." Unless otherwise indicated, information in this report is presented in U.S. dollars ("USD" or "$"). Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The accompanying condensed consolidated financial statements include our accounts, the accounts of our majority owned subsidiaries, equity method investments, and certain variable interest entities of which we are the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form10-K for the year ended December28, 2008. The results of operations for the thirteen and twenty-six week periods ended June28, 2009, are not necessarily indicative of the results that may be achieved for the full fiscal year. The December28, 2008 condensed consolidated balance sheet data is consistent with our audited financial statements, other than the impact of the adoption of SFAS160 and FSP APB14-1 as described below, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S.GAAP"). Reporting Periods Presented MCBC follows a 52/53 week fiscal reporting calendar. The second fiscal quarter of 2009 and 2008 consisted of thirteen weeks ending on June28, 2009 and June29, 2008, respectively. The first half of 2009 and 2008 consisted of twenty-six weeks ending on June28, 2009 and June29, 2008, respectively. Fiscal years 2009 and 2008 consist of 52weeks ending on December27, 2009

1020 - NEW ACCOUNTING PRONOUNCE

1020 - NEW ACCOUNTING PRONOUNCEMENTS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
NEW ACCOUNTING PRONOUNCEMENTS	2. NEW ACCOUNTING PRONOUNCEMENTS Reclassifications and Retroactive Application of New Accounting Pronouncements During the first quarter of 2009, we adopted SFAS160 and FSP APB14-1, both of which required retrospective applications. See discussions below under Adoption of New Accounting Pronouncements. In addition, certain prior period amounts have been reclassified to conform to the current period presentation. Adoption of New Accounting Pronouncements SFAS No.141(R) "Business Combinations" and FSP FAS141(R)-1 "Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies" In December 2007, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No.141 (revised 2007), "Business Combinations" ("SFAS141(R)"), which replaces SFAS141, "Business Combinations." Under the provisions of SFAS141(R), acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. FASB Staff Position ("FSP") FAS141(R)-1 "Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies," ("FSP FAS141(R)-1") amends and clarifies SFAS141(R) to address application on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. SFAS141(R) and FSP FAS141(R)-1 are effective, on a prospective basis, for all business combinations for which the acquisition date is after the beginning of our fiscal year 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies for which the adoption is retrospective. The adoption of SFAS141(R) and FSP FAS141(R)-1 did not have a material impact on our consolidated financial position and results of operations in the first half of 2009. SFAS No.157 "Fair Value Measurements" In September 2006, the FASB issued Statement of Financial Accounting Standards No.157, "Fair Value Measurements" ("SFAS157"). SFAS157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Effective December31, 2007, we adopted the provisions of SFAS157 related to financial assets and liabilities, as well as other assets and liabilities carried at fair value on a recurring basis. These provisions were applied prospectively and did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company (see Note15 "FAIR VALUE MEASUREMENTS," for SFAS157 disclosures related to financial assets and liabilities). Effective December29, 2008, we adopted the prov

1030 - SEGMENT REPORTING

1030 - SEGMENT REPORTING
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
SEGMENT REPORTING	3. SEGMENT REPORTING A summary of our operating segment structure is provided below: Reportable segments Canada The Canada segment consists of our production, marketing and sales of the Molson family of brands, Coors Light and other owned and partner brands, principally in Canada. The Canada segment includes our joint venture arrangements related to the distribution and retail sale of beer in Ontario, through BRI; and the distribution of beer in the western provinces, through Brewers' DistributorLtd. ("BDL"). The Canada segment also includes our equity interest in the Montral Canadiens Hockey Club, and Modelo Molson Imports,L.P. United States ("U.S.") As discussed in Note1 "BASIS OF PRESENTATION," effective July1, 2008, MillerCoors began operations. The results and financial position of our CBC business were deconsolidated upon contribution to the joint venture, and our interest in MillerCoors is being accounted for and reported by us under the equity method of accounting. MCBC's equity investment in MillerCoors represents our entire U.S. reporting segment for the thirteen and twenty-six weeks ended June28, 2009. For the thirteen and twenty-six weeks ended June29, 2008, our U.S. segment consisted of the production, marketing, and sales of the Coors and Molson portfolios of brands in the United States and Puerto Rico, presented on a consolidated basis. United Kingdom ("U.K.") The segment includes the production, marketing, and sale of our brands in the U.K. and our royalty arrangements in the Republic of Ireland. During the second quarter of 2009, we purchased a 50.1% ownership of Cobra Beer Partnership,Ltd discussed in Note11 "VARIABLE INTEREST ENTITIES." Non-reportable segment and other business activities Global Brands and Market Development ("Global Markets") and Corporate These results represent our unallocated corporate general and administrative costs, net interest costs associated with financing activities, and results of operations associated with certain global markets, including Mexico, Latin America (other than Puerto Rico), Asia and continental Europe. The asset levels and results of operations from this non-reportable segment and other business activities are not material enough to merit separate disclosure as a reportable segment. The following table sets forth net sales by segment (in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended June28, 2009 June29, 2008 June28, 2009 June29, 2008 Canada $ 471.0 $ 532.6 $ 795.7 $ 916.2 U.S.(1) 841.8 1,491.8 U.K. 309.7 367.1 529.1 677.6 Global Markets and Corporate 18.2 15.9 33.1 28.4 Consolidated $ 798.9 $ 1,757.4 $ 1,357.9 $ 3,114.0 (1) As a result of the MillerCoors formation on July1, 2008, and MCBC's prospective equity accounting for MillerCoors, sales shown above for the thirteen and twenty-six weeks ended June29, 2008 represent MCBC's former U.S. segment net sales. Across each of our segments, no single customer accounted for more than 10% of our sales. Net sales

1040 - EQUITY INVESTMENTS

1040 - EQUITY INVESTMENTS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
EQUITY INVESTMENTS	4. EQUITY INVESTMENTS Effective July1, 2008, MCBC and SABMillerplc combined the U.S. and Puerto Rico operations of our respective subsidiaries, CBC and Miller. In connection with the closing of the joint venture transaction, each of Molson Coors, CBC, SABMiller and Miller have entered into an Amended and Restated Operating Agreement (the "LLC Operating Agreement"). TheLLC Operating Agreement will be the primary operating document governing the joint venture, MillerCoorsLLC. Pursuant to theLLC Operating Agreement, MillerCoors has a Board of Directors consisting of five MCBC-appointed directors and five SABMiller-appointed directors. The percentage interests in the profits of MillerCoors are 58% for SABMillerplc and 42% for MCBC; voting interests are shared 50%-50%. The results and financial position of U.S. operations, which had historically comprised substantially all of our U.S. reporting segment were, in all material respects, deconsolidated from MCBC prospectively upon formation of MillerCoors. Our interest in the new combined operations is accounted for under the equity method of accounting. MillerCoors routinely makes distributions to its owners based on earnings. For purposes of MCBC's statement of cash flows, we compare cumulative cash distributions received to our cumulative equity method income recorded in accordance with U.S.GAAP. To the extent that distributions received are less than or equal to our cumulative U.S.GAAP equity method income, they are considered returns on capital and are reported as cash inflows from operating activities. To the extent that distributions received exceed our cumulative U.S.GAAP equity method income, they are considered to be returns of capital, and are reported as cash inflows from investing activities. We make regular contributions to MillerCoors to fund capital expenditures and working capital needs. Any such contributions to MillerCoors are reported by us as cash outflows from investing activities. Summarized financial information for MillerCoors is as follows (in millions): Condensed balance sheet As of June30, 2009 December31, 2008 Current assets $ 1,089 $ 849 Noncurrent assets 8,896 8,853 Total assets $ 9,985 $ 9,702 Current liabilities $ 1,079 $ 1,034 Noncurrent liabilities 1,363 1,412 Total liabilities 2,442 2,446 Shareholders' investment 7,513 7,227 Noncontrolling interests 30 29 Total shareholders' investment 7,543 7,256 Total liabilities and shareholders' investment $ 9,985 $ 9,702 Results of operations For the three months ended For the six months ended June30, 2009 June30, 2009 Net sales $ 2,136.7 $ 3,852.6 Cost of goods sold (1,302.3 ) (2,352.2 ) Gross profit $ 834.4 $ 1,500.4 Operating income $ 313.4 $ 527.2 Net income attributable to MillerCoors $ 304.9 $ 510.9 The following represents MCBC's proportional share in net income attributable to MillerCoors reported under the eq

BASED PAYMENTS

BASED PAYMENTS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
SHARE-BASED PAYMENTS	5. SHARE-BASED PAYMENTS During the first two quarters of 2009 and 2008, we recognized share-based compensation related to the following ClassB common share awards to certain directors, officers, and other eligible employees, pursuant to the Molson Coors Brewing Company Incentive Compensation Plan: restricted stock units ("RSU"), deferred stock units ("DSU"), performance units ("PU"), performance share units ("PSU"), stock options, and stock-only stock appreciation rights ("SOSAR"). The following table summarizes components of the equity-based compensation recorded as expense (in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended June28, 2009 June29, 2008 June28, 2009 June29, 2008 Stock options and SOSARs Pre-tax compensation expense $ 3.6 $ 5.2 $ 4.6 $ 6.8 Tax (benefit) (1.2 ) (1.7 ) (1.4 ) (2.1 ) After-tax compensation expense $ 2.4 $ 3.5 $ 3.2 $ 4.7 RSUs and DSUs Pre-tax compensation expense $ 4.0 $ 3.1 $ 6.9 $ 5.7 Tax (benefit) (1.1 ) (1.0 ) (1.9 ) (1.8 ) After-tax compensation expense $ 2.9 $ 2.1 $ 5.0 $ 3.9 PUs and PSUs Pre-tax compensation expense $ 0.9 $ $ 0.9 $ 34.4 Tax (benefit) (0.2 ) (0.2 ) (10.0 ) After-tax compensation expense $ 0.7 $ $ 0.7 $ 24.4 Total after-tax compensation expense $ 6.0 $ 5.6 $ 8.9 $ 33.0 PUs were granted for the first time during the second quarter of 2009. Participating employees are granted PUs based on a target value established at the date of grant and vest upon completion of a service requirement. The payout value can range from zero to two times the target value based on achievement of a specified adjusted earnings per share target. Adjusted earnings per share is an internal measure calculated from our actual diluted earnings per share adjusted for special items and other significant benefits or charges as approved by the Company's compensation committee. Upon satisfaction of the vesting requirement, the PU award value is calculated by multiplying the number of PUs granted by actual cumulative adjusted earnings per share over the specific performance period. The PU award value can be settled in cash or shares, or partly in cash and partly in shares, at the discretion of the Company. If settled in shares, it will be based on the closing MCBC ClassB common stock price on the date of vesting. Prior to vesting, no shares are issued and PUs have no voting rights. We are unable to predict the vesting date share price and as a result, have determined that the PUs will be accounted for as liabilities, resulting in variable compensation expense until settled. The variability of compensation expense will arise primarily from changing estimates of adjusted earnings per share. Changes in MCBC ClassB common stock prices during the vesting period will not impact compensation expense but will impact the number of shares ultim

1060 - UNUSUAL OR INFREQUENT IT

1060 - UNUSUAL OR INFREQUENT ITEMS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
UNUSUAL OR INFREQUENT ITEMS	6. UNUSUAL OR INFREQUENT ITEMS We have incurred charges or gains that we believe are not indicative of our normal, recurring operations. As such, we have separately classified these costs as special operating items. Summary of Special Items The table below summarizes special items recorded by program (in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended June28, 2009 June29, 2008 June28, 2009 June29, 2008 CanadaPension curtailment $ $ $ 5.3 $ CanadaRestructuring, exit and other related costs associated with the Edmonton and Montreal breweries 0.9 0.5 3.7 1.9 U.S.Costs associated with the MillerCoors joint venture 21.7 37.9 U.S.Impairment of Molson brands intangible asset 50.6 50.6 U.S.Impairment of fixed assets 2.6 2.6 U.S.Loss (gain) on sale of distribution business 2.4 (21.8 ) U.K.Restructuring charge 1.1 3.1 2.0 4.7 U.K.Costs associated with Cobra Beer partnership 5.7 5.7 U.K.Other, including certain exit costs 0.5 Global Markets and CorporateCosts associated with MillerCoors joint venture 11.7 17.2 Global Markets and CorporateCosts associated with outsourcing and other strategic initiatives 11.3 0.6 17.6 Global Markets and CorporateGain on change in control agreements for Coors executives (0.6 ) Total special items $ 7.1 $ 103.9 $ 17.3 $ 111.2 Canada Segment During the second quarter of 2009, the Canada segment recognized $0.6million of restructuring costs associated with employee terminations at the Montreal brewery driven by MillerCoors' 2008 decision to produce Blue Moon products at its breweries in the U.S. The segment also recognized $0.3million of other costs, including $0.2million of Edmonton brewery closure costs associated with maintaining and preparing the site for sale, during the second quarter of 2009. During the second quarter of 2008, the Canada segment recognized $0.2million of restructuring costs associated with a company-wide effort to increase efficiency in certain finance, information technology and human resource activities by outsourcing portions of those functions. The Canada segment also recognized $0.3million of costs associated with maintaining and preparing the closed Edmonton brewery for sale. During the first half of 2009, the Canada segment recognized a $5.3million pension curtailment loss (see Note16 "PENSION AND OTHER POSTRETIREMENT BENEFITS") and $2.8million of restructuring costs associated with employee terminations at the Montreal brewery driven by MillerCoors' 2008 decision to produce Blue Moon products at its breweries in the U.S. The segment also recognized $0.9million of Edmonton brewery site preparation closure costs during the first half of 2009. During the first half of 2008, we recognized a charge of $1.7million related to costs associated with the closure of the Edmonton brewery. The following summarizes the activity in the Canada segment

1070 - OTHER INCOME AND OTHER E

1070 - OTHER INCOME AND OTHER EXPENSE
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
OTHER INCOME AND OTHER EXPENSE	7. OTHER INCOME AND EXPENSE The table below summarizes other income and expense (in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended June28, 2009 June29, 2008 June28, 2009 June29, 2008 Equity (loss) income of other unconsolidated affiliates, net $ (3.7 ) $ (2.3 ) $ (2.1 ) $ 1.2 Losses from foreign exchange and derivatives (6.3 ) (1.9 ) (26.9 ) (2.8 ) Losses on non-operating leases, net (0.8 ) (0.3 ) (1.0 ) (0.9 ) Environmental litigation provisions (1.0 ) (1.0 ) Gains on disposals of non-operating long-lived assets 1.9 Other, net 3.5 (1.5 ) 4.2 (0.8 ) Other expense, net $ (8.3 ) $ (6.0 ) $ (26.8 ) $ (1.4 ) During the third quarter of 2008, we entered into a cash settled total return swap with Deutsche Bank in order to gain an economic exposure to Foster's Group ("Foster's") (ASX:FGL), a major global brewer (see Note14 "DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES"). Included in the amount presented in the table above in "Losses from foreign exchange and derivatives," is the $12.9million and $34.3million net loss recognized on the fair value of the swap during the thirteen weeks and twenty-six weeks ended June28, 2009, respectively. The losses are partially offset by realized and unrealized foreign currency gains for the thirteen and twenty-six weeks ended June28, 2009.

1080 - DISCONTINUED OPERATIONS

1080 - DISCONTINUED OPERATIONS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
DISCONTINUED OPERATIONS	8. DISCONTINUED OPERATIONS In 2006, we sold our equity interest in the entity that comprised our previously-reported Brazil operating segment, Cervejarias Kaiser BrasilS.A. ("Kaiser") to FEMSA CervezaS.A. de C.V. ("FEMSA"). As discussed in Note17 "COMMITMENTS AND CONTINGENCIES," we indemnified FEMSA with respect to certain tax contingencies and other liabilities. We have reflected the results of operations, financial position, and cash flows for the former Brazil segment in our financial statements as discontinued operations. We recognized an insignificant loss from discontinued operations for the second quarter of 2009 and a loss of $12.4million in the second quarter of 2008. For the twenty-six weeks ended June28, 2009 and June29, 2008, the amounts were $3.9million and $21.4million, respectively. The losses for the periods presented were associated with changes in estimates of the carrying value of the indemnity related liabilities, foreign exchange gains and losses and accretion expense related to indemnities we provided to FEMSA with regard to contingent tax and other liabilities, which are discussed further in Note17 "COMMITMENTS AND CONTINGENCIES."

1090 - INCOME TAX

1090 - INCOME TAX
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
INCOME TAX	9. INCOME TAX Our effective tax rate for the second quarter of 2009 was approximately 20%. We anticipate that our 2009 full-year effective tax rate will be in the range of 10% to 14%. Our anticipated full-year rate is lower than our previous guidance due to adjustments in our intercompany financing to reflect recent changes in the global interest-rate environment. Our tax rate is volatile and may fluctuate with changes in, among other things, the amount and source of income or loss, our ability to utilize foreign tax credits, changes in tax laws, and the movement of liabilities established for uncertain tax positions as statutes of limitations expire or positions are otherwise effectively settled. We note that there are pending tax law changes in the U.S., U.K. and Canada that, if enacted, may impact our effective tax rate. As of December28, 2008, we had $229.5million of unrecognized tax benefits. Since December28, 2008, unrecognized tax benefits decreased by $26.7million. This reduction is net of increases due to additional unrecognized tax benefits and interest accrued for the current year and decreases primarily due to fluctuation in foreign exchange rates, certain tax positions closing or being effectively settled, and payments made to tax authorities with regard to unrecognized tax benefits during the first and second quarters of 2009. This results in a total unrecognized tax benefit of $202.8million as of June28, 2009. During the remainder of 2009, the Company expects to recognize approximately $45 to $55million of income tax benefit that the Company expects to effectively settle during 2009, consistent with our expected full-year tax rate guidance noted above. We file income tax returns in most of the federal, state, and provincial jurisdictions in the U.S., U.K., Canada and the Netherlands. Tax years through 2004 are closed or have been effectively settled through examination in the U.S. The Internal Revenue Service has commenced examination of the 2005 to 2008 tax years. We expect the examination of the 2005 to 2007 tax years to conclude in late 2009, and we expect the examination of the 2008 tax year to conclude in early 2010. Tax years through 2004 are closed or have been effectively settled through examination in Canada. Tax year 2005 is currently under examination in Canada and is expected to settle in late 2009. Tax years through 2006 are closed or have been effectively settled through examination in the U.K. Tax years through 2006 are closed or have been effectively settled through examination in the Netherlands.

1100 - EARNINGS PER SHARE

1100 - EARNINGS PER SHARE (EPS)
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
EARNINGS PER SHARE (EPS)	10. EARNINGS PER SHARE ("EPS") Basic net income per common share was computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share includes the additional dilutive effect of our potentially dilutive securities, which include stock options, SOSARs, RSUs, PUs, PSUs and DSUs, calculated using the treasury stock method. The following summarizes the effect of dilutive securities on diluted EPS (in millions except per share amounts): Thirteen Weeks Ended Twenty-Six Weeks Ended June28, 2009 June29, 2008 June28, 2009 June29, 2008 Amounts attributable to MCBC Income from continuing operations, net of tax $ 187.3 $ 91.8 $ 266.9 $ 135.1 Loss from discontinued operations, net of tax (12.4 ) (3.9 ) (21.4 ) Net income attributable to MCBC $ 187.3 $ 79.4 $ 263.0 $ 113.7 Weighted average shares for basic EPS 184.2 182.4 184.0 181.7 Effect of dilutive securities: Stock options, LOSARs and SOSARs 0.9 2.2 0.8 2.1 RSUs, PSUs and DSUs 0.3 1.2 0.4 1.2 Convertible debt conversion 0.2 Weighted average shares for diluted EPS 185.4 186.0 185.2 185.0 Basic income (loss) per share: Continuting operations attributable to MCBC $ 1.02 $ 0.50 $ 1.45 $ 0.75 Discontinued operations attributable to MCBC (0.07 ) (0.02 ) (0.12 ) Net income attributable to MCBC $ 1.02 $ 0.43 $ 1.43 $ 0.63 Diluted income (loss) per share: Continuing operations attributable to MCBC $ 1.01 $ 0.49 $ 1.44 $ 0.73 Discontinued operations attributable to MCBC (0.07 ) (0.02 ) (0.12 ) Net income attributable to MCBC $ 1.01 $ 0.42 $ 1.42 $ 0.61 Dividends per share $ 0.24 $ 0.20 $ 0.44 $ 0.36 The following anti-dilutive securities were excluded from the computation of the effect of dilutive securities on earnings per share for the following periods (in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended June28, 2009 June29, 2008 June28, 2009 June29, 2008 Stock options, SOSARs and RSUs(1) 0.8 0.1 0.9 0.2 PUs2.4million units outstanding at June28, 2009(2) 0.2 0.2 Shares issuable upon assumed conversion of the 2.5% Convertible Senior Notes to issue ClassB common shares(3) 10.5 10.3 10.5 10.5 Warrants to issue ClassB common shares(3) 10.5 10.5 10.5 10.5 22.0 20.9 22.1 21.2 (1) Exercise prices exceed the average market price of the common shares or are anti-dilutive due to the impact of the unrecognized compensation cost on the calculation of assumed proceeds in the application of the treasury stock method. (2) All necessary perform

1110 - VARIABLE INTEREST ENTITI

1110 - VARIABLE INTEREST ENTITIES
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
VARIABLE INTEREST ENTITIES	11. VARIABLE INTEREST ENTITIES Brewers' RetailInc. Brewers' Retail,Inc. (BRI) is a beer distribution and retail network for the Ontario region of Canada, owned by Molson, Labatt and Sleeman brewers. BRI is a variable interest entity, and operates on a break-even basis. MCBC has historically consolidated BRI as its primary beneficiary. Contractual provisions cause our variable interests to fluctuate requiring frequent evaluations as to primary beneficiary status. Another owner's acquisition of a different brewer has caused our variable interests to decrease to a level indicating that we are no longer the primary beneficiary. As a result, we deconsolidated BRI from our financial statements during the first quarter of 2009. Our deconsolidation resulted from a change in variable interests that fluctuate between the variable interest holders based on market and business circumstances, so there were no proceeds from the sale of subsidiary stock or assets. BRI's liabilities exceeded its assets at the date of deconsolidation (negative book value), by $90.3million. We recorded a liability of $74.3million associated with the recognition of the fair value of our proportionate share of the guarantee we maintain with regard to BRI's debt obligations. Because we have an obligation to proportionately fund BRI's obligations, the remaining difference between net carrying value and the fair value of our retained equity interest in BRI was recorded as an adjustment to our BRI investment, effectively resulting in a negative equity method basis. Cobra Beer Partnership,Ltd During the second quarter of 2009, MCBC-UK purchased 50.1% of Cobra Beer Partnership,Ltd (CBPL), which owns the United Kingdom and world-wide rights to the Cobra beer brand (with the exception of the Indian sub-continent area). The addition of the Cobra beer brands broaden our speciality beer portfolio and provides access to additional ethnic restaurants in the U.K. MCBC-UK paid GBP 12.0million (USD $19.6million) for its controlling 50.1% interest in CBPL, and incurred a GBP 2.0million (USD $3.2million) charge for employee termination costs after the completion of the acquisition. The non-controlling interest is held by the founder of the Cobra beer brand. The acquisition resulted in the recognition goodwill of $7.3million and other intangible assets of $20.8million. We consolidate the results and financial position of CBPL, and it is reported within our U.K. operating segment. We have not presented pro forma information as the acquisition of CBPL is not material to our results of operations or financial position.

1120 - GOODWILL AND INTANGIBLE

1120 - GOODWILL AND INTANGIBLE ASSETS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
GOODWILL AND INTANGIBLE ASSETS	12. GOODWILL AND INTANGIBLE ASSETS The following summarizes the change in goodwill for the twenty-six weeks ended June28, 2009 (in millions): Balance at December28, 2008 $ 1,298.0 Business acquisition 7.3 Foreign currency translation 126.5 Balance at June28, 2009 $ 1,431.8 The following summarizes goodwill allocated between our reportable segments as follows (in millions): As of June28, 2009 December28, 2008 Canada $ 651.5 $ 614.8 U.K. 780.3 683.2 Consolidated $ 1,431.8 $ 1,298.0 The following table presents details of our intangible assets, other than goodwill, as of June28, 2009 (in millions): Useful life Gross Accumulated amortization Net (Years) Intangible assets subject to amortization: Brands 2-40 $ 282.5 $ (127.4 ) $ 155.1 Distribution rights 2-21 308.6 (169.3 ) 139.3 Patents and technology, distribution channels and customer relationships 3-8 37.1 (21.3 ) 15.8 Intangible assets not subject to amortization: Brands Indefinite 2,982.9 2,982.9 Distribution networks Indefinite 877.8 877.8 Other Indefinite 15.5 15.5 Total $ 4,504.4 $ (318.0 ) $ 4,186.4 The following table presents details of our intangible assets, other than goodwill, as of December28, 2008 (in millions): Useful life Gross Accumulated amortization Net (Years) Intangible assets subject to amortization: Brands 3-35 $ 247.1 $ (107.9 ) $ 139.2 Distribution rights 2-23 289.0 (149.4 ) 139.6 Patents and technology and distribution channels 3-10 25.8 (17.6 ) 8.2 Intangible assets not subject to amortization: Brands Indefinite 2,790.8 2,790.8 Distribution networks Indefinite 827.9 827.9 Other Indefinite 17.7 17.7 Total $ 4,198.3 $ (274.9 ) $ 3,923.4 The incremental change in the gross carrying amounts of intangibles from December28, 2008 to June28, 2009, is primarily due to the impact of foreign exchange rates, as a significant amount of intangibles are denominated in foreign currencies and the impact of the 50.1% purchase of CBPL. Based on foreign exchange rates as of June28, 2009, the estimated future amortization expense of finite-lived intangible assets is as follows for the next five years (in millions): Amount 2009remaining $ 20.5 2010 $ 41.1 2011 $ 39.9 2012 $ 28.4 2013 $ 27.9 Amortization expense of intangible assets was $9.7million and $19.0million for the thirteen and twenty-six weeks ended June28, 2009, and $11.5million and $23.0million for the thirteen and twenty-six weeks ended June29, 2008, respectively.

1130 - DEBT

1130 - DEBT
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
DEBT	13. DEBT The table below summarizes total debt (in millions): As of June28, 2009 December28, 2008 Senior notes: U.S. $45.5million 6.375% due 2012 $ 45.4 $ 45.5 U.S. $300million 4.85% due 2010 300.0 300.0 CAD $900million 5% due 2015 779.8 735.3 U.S. $575million Convertible debt 2.5% due 2013(1) 503.5 495.3 Other notes payable issued by: BRI joint venture CAD $220million 7.5% due 2011(2) 176.0 Total long-term debt (including current portion) 1,628.7 1,752.1 Less: current portion of long-term debt (0.1 ) (0.1 ) Total long-term debt $ 1,628.6 $ 1,752.0 Total fair value $ 1,771.7 $ 1,817.5 (1) See Note2 "NEW ACCOUNTING PRONOUNCEMENTS," for further discussion regarding adoption of FSP APB14-1. (2) In the first quarter of 2009, we deconsolidated BRI and now use equity method accounting regarding this entity, refer to Note11 "VARIABLE INTEREST ENTITIES" for further discussion.

1140 - DERIVATIVE INSTRUMENTS A

1140 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Overview and Risk Management Policies As a part of our ongoing business operations, we are exposed to fluctuations in interest rates, foreign currency exchange rates, commodity prices and production and packaging materials costs. We have established policies and procedures that govern the risk management of these exposures. As a part of our overall risk management strategy, we use derivatives in the normal course of business to manage our exposure to fluctuations in certain commodities, production inputs, packaging material prices, interest rates, foreign currency exchange rates, and for other strategic purposes related to our core business. Our primary objective in managing these exposures is to decrease the volatility of our earnings and cash flows affected by changes in the underlying rates and prices. To achieve this objective, we enter into a variety of financial derivatives, including foreign currency forward contracts, commodity swaps, commodity forward contracts, interest rate swaps, and cross currency swaps, the values of which change in the opposite direction of the anticipated future cash flows. By policy, all of our financial derivatives are over-the-counter ("OTC") swap agreements entered into with highly-rated financial institutions. We also enter into physical hedging agreements directly with our suppliers, as a part of our risk management strategy, as an added instrument to manage our exposure to certain commodities. We have concluded that some of these contracts are derivatives and have elected the 'Normal Purchase Normal Sales' ("NPNS") exemption on certain of these physical hedging derivative contracts. See 'Derivative Accounting Policies' section below for additional information. In addition to entering into derivatives as a part of our risk management strategy, we occasionally transact derivatives for other strategic purposes. At June28, 2009, we held cash settled total return swaps. Counterparty Risk While, by policy, the counterparties for any of the financial derivatives we enter into are major financial institutions with investment grade credit ratings of at least A- (Standard Poor's), A3 (Moody's) or better, we are exposed to credit-related losses in the event of non-performance by counterparties. This credit risk is generally limited to the unrealized gains in such contracts, should any of these counterparties fail to perform as contracted. To manage this risk, we have established counterparty credit policy and guidelines that are monitored and reported to management according to prescribed guidelines. We utilize a portfolio of financial institutions either headquartered or operating in the same countries we conduct our business. In calculating the fair value of our derivative balances, we also record an adjustment to recognize the risk of counterparty credit and MCBC non-performance risk. See 'Derivative Accounting Policies' section below for additional information. Derivative Accounting Policies Overview The majority of all derivative contracts entered into by the Company qualify for, and are designated as cash flow hedges, in

1150 - FAIR VALUE MEASUREMENTS

1150 - FAIR VALUE MEASUREMENTS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
FAIR VALUE MEASUREMENTS	15. FAIR VALUE MEASUREMENTS The table below summarizes our assets and liabilities that were measured at fair value as of June28, 2009, except as discussed below. Derivative liabilities are financial instruments measured at fair value on a recurring basis, and the principles of SFAS157 were applied to their balances during the first phase of adoption in 2008. The guarantees related to indemnity obligation incurred upon the sale of the Kaiser business in Brazil to FEMSA are discussed in more detail in Note17 "COMMITMENTS AND CONTINGENCIES." Certain of those indemnity obligations are considered to be probable losses and are carried at the best estimate of the loss ($120.6million as of June28, 2009), as opposed to fair value. The remainder of the Kaiser indemnity obligations ($24.0million as of June28, 2009) are less than probable and the reserve is an estimate of the fair value of our obligation to stand ready to perform under the guarantees. It is these fair value reserves that are shown below as utilizing Level3 inputs. The guarantee related to BRI's debt obligation was recorded during the first quarter of 2009 upon the deconsolidation of and initiation of equity method accounting for BRI. See Note11 "VARIABLE INTEREST ENTITIES," for a discussion of the deconsolidation of BRI and associated fair value measurements. SFAS157 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). We utilize a combination of market and income approaches to value derivative instruments, and use an income approach for valuing our indemnity obligations. Our 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: Level1Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level2Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are less active, inputs other than quoted prices that are observable for the asset or liability (i.e.,interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level3Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data. The following presents our assets and liabilities that are measured at fair value based on a recurring and non-recurring basis (in millions): Fair Vaue Measurements at June28, 2009 Using Total carrying value at June28, 2009 Quoted prices in active markets (Level1) Significant other observable inputs (Level2) Significant unobservable inputs (Level3) Derivatives liabilities, net $ (289.0 ) $ $ (289.0 ) $ G

1160 - PENSION AND OTHER POSTRE

1160 - PENSION AND OTHER POSTRETIREMENT BENEFITS
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
PENSION AND OTHER POSTRETIREMENT BENEFITS	16. PENSION AND OTHER POSTRETIREMENT BENEFITS We sponsor defined benefit retirement plans in Canada, the United Kingdom and the United States. Additionally, we offer other postretirement benefits to the majority of our Canadian and U.S. employees. On July1, 2008, substantially all of the defined benefit and other postretirement benefit plans, post-employment benefit obligations and related plan assets in the United States were transferred to MillerCoors. The net periodic pension costs under retirement plans and other postretirement benefits were as follows (in millions): Thirteen Weeks Ended June28, 2009 Canada plans U.S. plans U.K. plans Consolidated Defined Benefit Plans Service cost $ 3.3 $ $ 1.1 $ 4.4 Interest cost 15.8 0.1 26.5 42.4 Expected return on plan assets (15.5 ) (30.1 ) (45.6 ) Amortization of prior service cost 0.1 0.1 Amortization of net actuarial loss 0.2 0.2 Less expected participant contributions (0.5 ) (0.1 ) (0.6 ) Net periodic pension cost (benefit) $ 3.2 $ 0.3 $ (2.6 ) $ 0.9 Other Postretirement Benefits Service costbenefits earned during the period $ 0.5 $ $ $ 0.5 Interest cost on projected benefit obligation 2.1 2.1 Amortization of prior service benefit (0.6 ) (0.6 ) Amortization of net actuarial gain (0.2 ) (0.2 ) Net periodic postretirement benefit cost $ 1.8 $ $ $ 1.8 Thirteen Weeks Ended June29, 2008 Canada plans U.S. plans U.K. plans Consolidated Defined Benefit Plans Service cost $ 8.3 $ 4.2 $ 7.0 $ 19.5 Interest cost 24.4 15.0 33.8 73.2 Expected return on plan assets (31.1 ) (17.6 ) (39.7 ) (88.4 ) Administrative expenses 0.6 0.3 1.3 2.2 Amortization of prior service cost (benefit) 0.4 (0.1 ) (0.5 ) (0.2 ) Amortization of net actuarial loss 2.0 0.3 2.3 Less expected participant contributions (0.7 ) (1.2 ) (1.9 ) Net periodic pension cost $ 1.9 $ 3.8 $ 1.0 $ 6.7 Other Postretirement Benefits Service costbenefits earned during the period $ 2.4 $ 0.6 $ $ 3.0 Interest cost on projected benefit obligation 4.1 2.4 6.5 Amortization of prior service cost 0.1 0.1 Amortization of net actuarial loss 0.1 1.0 1.1 Net periodic postretirement benefit cost $ 6.6 $ 4.1 $ $ 10.7 Twenty-Six Weeks Ended June28, 2009 Canada plans U.S. plans U.K. plans Consolidated Defined Benefit Plans Service cost $ 7.8 $ $ 2.2 $ 10.0 Interest cost 35.4 0.2 51.2 86.8 Expected return on p

1170 - COMMITMENTS AND CONTINGE

1170 - COMMITMENTS AND CONTINGENCIES
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
COMMITMENTS AND CONTINGENCIES	17. COMMITMENTS AND CONTINGENCIES Kaiser and Other Indemnity Obligations Kaiser As discussed in Note8 "DISCONTINUED OPERATIONS," we sold our entire equity interest in Kaiser during 2006 to FEMSA. The terms of the sale agreement require us to indemnify FEMSA for certain exposures related to tax, civil and labor contingencies arising prior to FEMSA's purchase of Kaiser. We provided a full indemnity for any losses Kaiser may incur, including legal fees and other costs, with respect to tax claims associated with certain purchased tax credits, which are generally classified into two categories. The maximum potential claims amount for the first category, including estimated accumulated legal penalties and interest, was $385.1million as of June28, 2009. A portion of these indemnity obligations are considered probable losses recorded as current liabilities in the amount of $122.6million as of June28, 2009. Additionally, our estimate of the fair value of the indemnity liability associated with the balance of this group of purchased tax credits recorded as of June28, 2009 was $4.4million, which was classified as a current liability. The maximum potential claims amount for the second category of purchased tax credits, which we believe present far less risk, was $228.6million as of June28, 2009. This category generally consists of cases in which Kaiser has received favorable rulings, but continues to manage formalities of the Brazilian legal system to bring such rulings to their final conclusion. We have recorded a fair value estimate of the indemnity liability associated with this second group of purchased tax credits in an amount of $9.0million as of June28, 2009, classified as non-current. Our fair value estimates consider a number of scenarios for the ultimate resolution of these issues, the probabilities of which are influenced not only by legal developments in Brazil but also by management's intentions with regard to various alternatives that could present themselves leading to the ultimate resolution of these issues. Our indemnity obligations related to previously purchased tax credits increased by $15.2million during the first half of 2009, primarily due to the impact of foreign exchange, but also due to changes in estimates regarding amounts that could be paid. We also provided indemnity related to all other tax, civil and labor contingencies existing as of the date of sale. In this regard, however, FEMSA assumed their full share of all of these contingent liabilities that had been previously recorded or disclosed by us prior to the sale on January13, 2006. However, we may have to provide indemnity to FEMSA if those contingencies settle at amounts greater than those amounts previously recorded or disclosed by us. We will be able to offset any indemnity exposures in these circumstances with amounts that settle favorably to amounts previously recorded. Our exposure related to these indemnity claims is capped at the amount of the sales price of our 68% equity interest of Kaiser, which was $68million. As a result of these contract provisions, our fair value estimates include not only probability weighted potential cash outflows

1180 - COMPREHENSIVE INCOME

1180 - COMPREHENSIVE INCOME (LOSS)
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
COMPREHENSIVE INCOME (LOSS)	18. COMPREHENSIVE INCOME (LOSS) The following summarizes the components of comprehensive income (loss) (in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended June28, 2009 June29, 2008 June28, 2009 June29, 2008 Net income $ 187.8 $ 84.8 $ 264.0 $ 124.5 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax 485.7 54.4 413.3 (145.3 ) Currency effect on pension liability, net of tax (45.7 ) (0.7 ) (38.0 ) 1.8 Amortization of net prior service costs and netactuarial losses, net of tax (0.6 ) 2.7 11.9 4.9 Unrealized (loss) gain on derivative instruments, net of tax (9.5 ) (12.1 ) (1.3 ) 17.5 Realized loss reclassed to net income on derivative instruments, net of tax (5.4 ) (1.7 ) (19.9 ) (0.9 ) Ownership share of unconsolidated subsidiaries' other comprehensive income, net of tax(1) 21.7 17.9 Total other comprehensive income (loss), net of tax 446.2 42.6 383.9 (122.0 ) Comprehensive income 634.0 127.4 647.9 2.5 Comprehensive income attributable to the noncontrolling interest (0.5 ) (5.5 ) (1.0 ) (11.0 ) Comprehensive income (loss) attributable to MCBC $ 633.5 $ 121.9 $ 646.9 $ (8.5 ) (1) Consisting of unrealized gains and losses on derivative instruments, and changes to pension liabilities related to our proportional share of our unconsolidated subsidiaries, reported net of our effective tax rate.

1190 - SUPPLEMENTAL GUARANTOR I

1190 - SUPPLEMENTAL GUARANTOR INFORMATION
	6 Months Ended Jun. 28, 2009 USD / shares
Notes to Financial Statements
SUPPLEMENTAL GUARANTOR INFORMATION	19. SUPPLEMENTAL GUARANTOR INFORMATION MCBC ("Parent Guarantor and 2007 Issuer") issued $575.0million of 2.5% Convertible Senior Notes due July30, 2013, in a registered offering on June15, 2007. The convertible notes are guaranteed on a senior unsecured basis by CBC ("2002 Issuer"), Molson Coors International,LP and Molson Coors Capital FinanceULC (together the "2005 Issuers") and certain significant subsidiaries ("Subsidiary Guarantors"). On May7, 2002, the 2002 Issuer completed a public offering of $850.0million principal amount of 6.375% Senior notes due 2012. During the first quarter of 2008, $180.4million of the Senior notes was extinguished by using existing cash resources. During the third quarter of 2007, $625.0million of the Senior notes was extinguished by the proceeds received from the 2.5% Convertible Senior Notes issued June15, 2007 and cash on hand. The remaining outstanding Senior notes are guaranteed on a senior and unsecured basis by the Parent Guarantor and 2007 Issuer, 2005 Issuers and Subsidiary Guarantors. The guarantees are full and unconditional and joint and several. On September22, 2005, the 2005 Issuers completed a public offering of $1.1billion principal amount of Senior notes composed of USD $300million 4.85% notes due 2010 and CAD $900.0million 5.00% notes due 2015. The notes were issued with registration rights and are guaranteed on a senior and unsecured basis by Parent Guarantor and 2007 Issuer, 2002 Issuer and Subsidiary Guarantors. The guarantees are full and unconditional and joint and several. Funds necessary to meet the 2005 Issuers' debt service obligations are provided in large part by distributions or advances from MCBC's other subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as our financial condition and operating requirements, could limit the 2005 Issuers ability to obtain cash for the purpose of meeting its debt service obligation, including the payment of principal and interest on the notes. On June30, 2008, Molson Canada 2005, an indirect wholly owned subsidiary of Molson Coors, guaranteed the obligations of Molson Coors under the Credit Agreements dated as of March2, 2005. As a result of such guarantee, Molson Canada 2005 became a guarantor under the following (i)the indenture related to the Senior notes dated as of May7, 2002 and as supplemented; (ii)the indenture related to the Senior notes dated September22, 2005 and as supplemented; and (iii)the indenture related to the Senior convertible notes dated June15, 2007 and as supplemented. This change is effective for our 2008 third quarter and was reflected accordingly with the appropriate reclassifications to the prior period condensed consolidated financial statements. The following information sets forth Condensed Consolidating Statements of Operations for the thirteen and twenty-six weeks ended June28, 2009, and June29, 2008; Condensed Consolidating Balance Sheets as of June28, 2009, and December28, 2008; and Condensed Consolidating Statements of Cash Flows for the twenty-six weeks ended June28, 2009 and June29, 2008. Investments in subsidiaries are accounted for on the equity method; a

9999 - DOCUMENT AND ENTITY INFO

9999 - DOCUMENT AND ENTITY INFORMATION (USD $)
	6 Months Ended Jun. 28, 2009	Jun. 27, 2008	Jul. 24, 2009 Class A common stock, voting	Class B common stock, non-voting 7/24/2009	Jul. 24, 2009	Jul. 24, 2009
Entity [Text Block]
Entity Registrant Name	Molson Coors Brewing Company
Entity Central Index Key	0000024545
Document Type	10-Q
Document Period End Date	2009-06-28
Amendment Flag	false
Current Fiscal Year End Date	--12-28
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$7,819,107,814
Entity Common Stock, Shares Outstanding			2,586,764	158,281,597
Entity Exchangeable, Shares Outstanding					3,172,806	20,434,791