Molson Coors Beverage (TAP) 10-Q 5 Nov 09 2009 Q3 Quarterly report Financial data

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data	3 Months Ended Sep. 26, 2009	3 Months Ended Sep. 28, 2008	9 Months Ended Sep. 26, 2009	9 Months Ended Sep. 28, 2008
Sales	1250.3	1373.8	3234.9	5549.5
Excise taxes	-396.6	-452.7	-1023.3	-1514.3
Net sales	853.7	921.1	2211.6	4035.2
Cost of goods sold	-472.6	-524.4	-1251.3	-2392.9
Gross profit	381.1	396.7	960.3	1642.3
Marketing, general and administrative expenses	-240.7	-236.8	-653.3	-1136.6
Special items, net	-4.3	-24.8	-21.6	-136.1
Equity income in MillerCoors	101.2	106.5	332.4	106.5
Operating income	237.3	241.6	617.8	476.1
Interest expense, net	-22.5	-25.6	-62.3	-80.4
Debt extinguishment costs				-12.4
Other income, net	55.9	7.7	29.1	6.4
Income from continuing operations before income taxes	270.7	223.7	584.6	389.7
Income tax expense	-25.3	-54.9	-71.3	-74.9
Income from continuing operations	245.4	168.8	513.3	314.8
(Loss) income from discontinued operations, net of tax	(9)	3.2	-12.9	-18.1
Net income	236.4	172	500.4	296.7
Less: Net income attributable to noncontrolling interests	-1.1	-0.7	-2.1	-11.6
Net income attributable to Molson Coors Brewing Company	235.3	171.3	498.3	285.1
Basic income (loss) per share:
Continuing operations attributable to Molson Coors Brewing Company (in dollars per share)	1.32	0.91	2.78	1.66
Discontinued operations attributable to Molson Coors Brewing Company (in dollars per share)	-0.05	0.02	-0.07	-0.1
Net income attributable to Molson Coors Brewing Company (in dollars per share)	1.27	0.93	2.71	1.56
Diluted income (loss) per share:
Continuing operations attributable to Molson Coors Brewing Company (in dollars per share)	1.31	0.9	2.75	1.63
Discontinued operations attributable to Molson Coors Brewing Company (in dollars per share)	-0.05	0.02	-0.07	-0.1
Net income attributable to Molson Coors Brewing Company (in dollars per share)	1.26	0.92	2.68	1.53
Weighted average shares - basic (in shares)	184.6	183.5	184.2	182.3
Weighted average shares - diluted (in shares)	186.2	185.7	185.6	185.5
Amounts attributable to Molson Coors Brewing Company
Income from continuing operations, net of tax	244.3	168.1	511.2	303.2
(Loss) income from discontinued operations, net of tax	(9)	3.2	-12.9	-18.1
Net income attributable to Molson Coors Brewing Company	235.3	171.3	498.3	285.1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	Sep. 26, 2009	Dec. 28, 2008
Current assets:
Cash and cash equivalents	565.1	216.2
Accounts receivable, net	501.2	472.5
Other receivables, net	160.6	162.9
Inventories:
Finished, net	101.2	89.1
In process	18.9	13.4
Raw materials	43.6	43.3
Packaging materials, net	60	46.3
Total inventories, net	223.7	192.1
Other assets, net	47.6	61.9
Discontinued operations	9.6	1.5
Total current assets	1507.8	1107.1
Properties, net	1251.8	1301.9
Goodwill	1441.4	1,298
Other intangibles, net	4372.3	3923.4
Investment in MillerCoors	2588.1	2418.7
Deferred tax assets	121.9	75.3
Notes receivable, net	50.2	51.8
Other assets	157.7	203.4
Discontinued operations		7
Total assets	11491.2	10386.6
Current liabilities:
Accounts payable	185.4	170.5
Accrued expenses and other liabilities	633.1	690.8
Deferred tax liabilities	123.8	107.8
Current portion of long-term debt and short-term borrowings	300.1	0.1
Discontinued operations	155.5	16.9
Total current liabilities	1397.9	986.1
Long-term debt	1376.6	1,752
Pension and post-retirement benefits	489.9	581
Derivative hedging instruments	328.2	225.9
Deferred tax liabilities	527	399.4
Unrecognized tax benefits	170.7	230.4
Other liabilities	148.4	47.6
Discontinued operations	18.4	124.8
Total liabilities	4457.1	4347.2
Capital stock:
Preferred stock, non-voting, no par value (authorized: 25.0 shares; none issued)	0	0
Paid-in capital	3412.5	3334.6
Retained earnings	2557.2	2184.9
Accumulated other comprehensive income (loss)	162.2	-371.4
Total Molson Coors Brewing Company stockholders' equity	7018.7	6055.4
Noncontrolling interests	15.4	(16)
Total equity	7034.1	6039.4
Total liabilities and equity	11491.2	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	119.1	119.4
Exchangeable shares, Class B, Class of stock
Capital stock:
Exchangeable shares	766.1	786.3

1_CONDENSED CONSOLIDATED BALANC

CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)
Share data in Millions, except Per Share data	Sep. 26, 2009	Dec. 28, 2008
Preferred stock, non-voting no par value (in dollars per share)	$0	$0
Preferred stock, non-voting, authorized (in shares)	25	25
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	500
Common stock, issued (in shares)	2.6	2.7
Common stock, outstanding (in shares)	2.6	2.7
Class B common stock, non-voting
Common stock, par value (in dollars per share)	0.01	0.01
Common stock, authorized (in shares)	500	500
Common stock, issued (in shares)	158.9	157.1
Common stock, outstanding (in shares)	158.9	157.1
Exchangeable shares, Class A, Class of stock
Exchangeable shares, issued (in shares)	3.2	3.2
Exchangeable shares, outstanding (in shares)	3.2	3.2
Exchangeable shares, Class B, Class of stock
Exchangeable shares, issued (in shares)	20.4	20.9
Exchangeable shares, outstanding (in shares)	20.4	20.9

2_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	9 Months Ended Sep. 26, 2009	9 Months Ended Sep. 28, 2008
Cash flows from operating activities:
Net income	500.4	296.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	135.3	224.4
Share-based compensation	16.8	51.8
Loss on sale or impairment of properties and intangibles	3.4	36.4
Deferred income taxes	111.8	60.5
Equity income in MillerCoors	-332.4	-106.5
Distributions from MillerCoors	351.5	58.8
Equity in net income of other unconsolidated affiliates	-2.3	-15.2
Distributions from other unconsolidated affiliates	3.6	2
Excess tax benefits from share-based compensation	-18.2
Change in current assets and liabilities and other	(116)	-231.4
Discontinued operations	12.9	18.1
Net cash provided by operating activities	666.8	395.6
Cash flows from investing activities:
Additions to properties	-71.7	-176.5
Proceeds from sales of properties and intangible assets	3.9	35.7
Proceeds from sale of investment securities, net		22.8
Acquisition of business	-19.6
Investment in MillerCoors	-346.5	-78.8
Return of capital from MillerCoors	237.3
Deconsolidation of Brewers' Retail, Inc.	-26.1
Investment in and advances to an unconsolidated affiliate	-8.6	(9)
Trade loan repayments from customers	17.5	20.4
Trade loans advanced to customers	-12.7	-27.9
Other		-1.7
Net cash used in investing activities	-226.5	(215)
Cash flows from financing activities:
Exercise of stock options under equity compensation plans	25.5	51.6
Excess tax benefits from share-based compensation	18.2
Dividends paid	-125.8	-102.2
Dividends paid to noncontrolling interests holders		-20.3
Proceeds from issuance of long term debt		16
Payments on long-term debt and capital lease obligations	-0.3	-181.2
Proceeds from short-term borrowings	10	41.8
Payments on short-term borrowings	-10.1	-40.8
Net proceeds from revolving credit facilities		1
Change in overdraft balances and other	-9.1	2.1
Settlements of debt-related derivatives		12
Net cash used in financing activities	-91.6	(220)
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents	348.7	-39.4
Effect of foreign exchange rate changes on cash and cash equivalents	0.2	-3.1
Balance at beginning of year	216.2	377
Balance at end of period	565.1	334.5

BASIS OF PRESENTATION

BASIS OF PRESENTATION
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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"), formerly referred to as Coors Brewers Limited ("CBL"), operating in the United Kingdom ("U.K."); Molson Coors Canada ("MCC"), 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 thirty-nine week periods ended September26, 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 guidance related to noncontrolling interests in consolidated financial statements and accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) 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 third fiscal quarter of 2009 and 2008 consisted of thirteen weeks ending on September26, 2009 and September28, 2008, res

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 new pronouncements related to noncontrolling interests in consolidated financial statements and accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement), 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 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles In June 2009, the FASB issued "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles," which reorganizes authoritative guidance and accounting principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with U.S.GAAP. This codification is effective for financial statements issued for interim and annual periods ending after September15, 2009. Our adoption of the codification in the third quarter of 2009 resulted in the elimination of numerical references to authoritative guidance throughout our financial statement disclosures. Adoption of the codification did not have an impact on our consolidated financial position, results of operations or cash flows. Business Combinations and Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies In December 2007, the FASB revised the authoritative guidance for business combinations, which establishes principles and requirements for the manner in which the acquirer in a business combination (i)recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, (ii)recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (iii)determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. In addition to new financial statements disclosures, this guidance also changes the accounting treatment for certain specific items, including the expensing of acquisition costs and restructuring costs associated with a business combination, and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date which generally affects income tax expense. This guidance applies prospectively to business combinations for which the acquisition date is on or after the beginning of the Company's fiscal 2009 period, with the exception of the accounting for valuation allowances on deferred tax assets and acquired tax contingencies, for which the adoption is retrospective. The adoption of this guidance did not have a material impact on our consolidated financial position and results of operations in the first three quarters of 20

SEGMENT REPORTING

SEGMENT REPORTING
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 thirty-nine weeks ended September26, 2009 and for the thirteen weeks ended September28, 2008. For the first twenty-six weeks of 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 U.K. 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 Molson Coors International ("MCI") and Corporate MCI was formerly known and referred to within our financial statements as Global Brands and Market Development ("Global Markets"). 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 Thirty-Nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 Canada(1) $ 493.8 $ 541.7 $ 1,289.5 $ 1,513.6 U.S.(2) 12.9 1,504.8 U.K. 338.5 348.8 867.6 1,026.3 MCI and Corporate 21.4 17.7 54.5 46.1 Intersegment sales elimination(1) (55.6 ) Consolidated $ 853.7 $ 921.1 $ 2,211.6 $ 4,035.2 (1) Beginning in the third quarter of 2009, managem

EQUITY INVESTMENTS

EQUITY INVESTMENTS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated Financial Statements
EQUITY INVESTMENTS	4. EQUITY INVESTMENTS MillerCoors Summarized financial information for MillerCoors is as follows (in millions): Condensed balance sheet As of September30, 2009 December31, 2008 Current assets $ 912 $ 849 Noncurrent assets 8,924 8,853 Total assets $ 9,836 $ 9,702 Current liabilities $ 947 $ 1,034 Noncurrent liabilities 1,309 1,412 Total liabilities 2,256 2,446 Shareholders' investment 7,554 7,227 Noncontrolling interests 26 29 Total shareholders' investment 7,580 7,256 Total liabilities and shareholders' investment $ 9,836 $ 9,702 Results of operations For the three months ended For the nine months ended September30, 2009 September30, 2008 September30, 2009 September30, 2008 Net sales $ 2,009.5 $ 1,949.7 $ 5,862.1 $ 1,949.7 Cost of goods sold (1,266.6 ) (1,236.9 ) (3,618.8 ) (1,236.9 ) Gross profit $ 742.9 $ 712.8 $ 2,243.3 $ 712.8 Operating income $ 232.2 $ 171.1 $ 759.4 $ 171.1 Net income attributable to MillerCoors $ 229.7 $ 168.2 $ 740.6 $ 168.2 The following represents MCBC's proportional share in net income attributable to MillerCoors reported under the equity method (in millions): Thirteen Weeks Ended Thirty-nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 Net income attributable to MillerCoors $ 229.7 $ 168.2 $ 740.6 $ 168.2 MCBC economic interest 42 % 42 % 42 % 42 % MCBC proportionate share of MillerCoors net income 96.5 70.6 311.1 70.6 Accounting policy elections(1) 31.8 7.3 31.8 Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(2) 2.4 6.0 9.3 6.0 Share-based compensation adjustment(3) 2.3 (1.9 ) 4.7 (1.9 ) Equity Income in MillerCoors $ 101.2 $ 106.5 $ 332.4 $ 106.5 (1) MillerCoors made its initial accounting policy elections upon formation, impacting certain asset and liability balances contributed by MCBC. Our investment basis in MillerCoors is based upon the book value of the net assets we contributed. These adjustments reflect the favorable impact to our investment as a result of the differences resulting from accounting policy elections, the most significant of which was MillerCoors' election to value contributed CBC inventories using the first in, first out (FIFO) method, rather than the last in, first out (LIFO) method, which had previously been applied. This adjustment has been phased in over the expected turnover of the related inventories; which was concluded in the first quarter of 2009.

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated Financial Statements
SHARE-BASED PAYMENTS	5. SHARE-BASED PAYMENTS During the first three 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 Thirty-Nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 Stock options and SOSARs Pre-tax compensation expense $ 0.7 $ 2.3 $ 5.3 $ 9.1 Tax benefit (0.2 ) (0.7 ) (1.6 ) (2.8 ) After-tax compensation expense $ 0.5 $ 1.6 $ 3.7 $ 6.3 RSUs and DSUs Pre-tax compensation expense $ 4.5 $ 8.2 $ 11.4 $ 14.0 Tax benefit (1.3 ) (2.6 ) (3.2 ) (4.4 ) After-tax compensation expense $ 3.2 $ 5.6 $ 8.2 $ 9.6 PUs and PSUs Pre-tax compensation expense $ 1.8 $ $ 2.7 $ 34.3 Tax benefit (0.4 ) (0.6 ) (9.9 ) After-tax compensation expense $ 1.4 $ $ 2.1 $ 24.4 Total after-tax compensation expense $ 5.1 $ 7.2 $ 14.0 $ 40.3 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

UNUSUAL OR INFREQUENT ITEMS

UNUSUAL OR INFREQUENT ITEMS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 Thirty-Nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 CanadaRestructuring, exit and other related costs associated with the Edmonton and Montral breweries $ 3.8 $ 3.0 $ 7.5 $ 4.9 CanadaPension curtailment 5.3 U.S.Costs associated with the MillerCoors joint venture 37.9 U.S.Impairment of Molson brands intangible asset 50.6 U.S.Impairment of fixed assets 2.6 U.S.Gain on sale of distribution business (21.8 ) U.K.Restructuring charge 0.2 2.6 2.2 7.3 U.K.Costs associated with Cobra Beer partnership 5.7 U.K.Gain on sale of non-core business (2.7 ) (2.7 ) U.K.Other, including certain exit costs 0.3 0.8 MCI and CorporateCosts associated with outsourcing and other strategic initiatives 0.3 11.6 0.9 29.2 MCI and CorporateCosts associated with MillerCoors joint venture 10.0 27.3 Total special items $ 4.3 $ 24.8 $ 21.6 $ 136.1 Canada Segment During the third quarter of 2009, the Canada segment recognized $0.2million of restructuring costs associated with employee terminations at the Montral brewery driven by MillerCoors' 2008 decision to produce Blue Moon products at its breweries in the U.S. The segment also recognized $3.6million of other costs, including a $3.5million impairment of the held-for-sale value of the former Edmonton brewery due to effect of real estate market declines. During the third quarter of 2008, the Canada segment recognized $0.7million 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 $0.4million of costs associated with maintaining and preparing the closed Edmonton brewery for sale and a $1.9million impairment related to certain Montral brewery assets. During the first three quarters of 2009, the Canada segment recognized a $5.3million pension curtailment loss (see Note16 "PENSION AND OTHER POSTRETIREMENT BENEFITS") and $3.1million of restructuring costs associated with employee terminations at the Montral brewery driven by MillerCoors' 2008 decision to produce Blue Moon products at its breweries in the U.S. The segment also recognized $4.4million of Edmonton brewery site preparation and impairment closure costs during the first three quarters of 2009. During the first three quarters of 2008, and in addition to the charges incurred during the third quarter of 2008, we

OTHER INCOME AND EXPENSE

OTHER INCOME AND EXPENSE
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated Financial Statements
OTHER INCOME AND EXPENSE	7. OTHER INCOME AND EXPENSE The table below summarizes other income and expense (in millions): Thirteen Weeks Ended Thirty-Nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 Equity loss of other unconsolidated affiliates, net $ (1.0 ) $ (1.5 ) $ (3.1 ) $ (0.3 ) Gains from foreign exchange and derivatives 57.6 12.2 30.7 9.4 Losses on non-operating leases, net (0.8 ) (0.2 ) (1.8 ) (1.0 ) Environmental litigation provisions (3.6 ) (1.0 ) (3.6 ) (Losses) gains on disposals of non-operating long-lived assets (0.1 ) 1.8 Other, net 0.1 0.9 4.3 0.1 Other income, net $ 55.9 $ 7.7 $ 29.1 $ 6.4 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 "Gains from foreign exchange and derivatives," is the $59.3million and $24.8million net gain recognized on the fair value of the swap during the thirteen and thirty-nine weeks ended September26, 2009, respectively. The gains are partially offset and supplemented by realized and unrealized foreign currency gains for the thirteen and thirty-nine weeks ended September26, 2009, respectively.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 a loss from discontinued operations of $9.0million for the third quarter of 2009 and a gain of $3.2million in the third quarter of 2008. For the thirty-nine weeks ended September26, 2009, and September28, 2008, we recognized losses of $12.9million and $18.1million, 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."

INCOME TAX

INCOME TAX
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated Financial Statements
INCOME TAX	9. INCOME TAX Our effective tax rate for the third quarter of 2009 was approximately 9%. This rate was below our prior full year outlook due to the favorable resolution of unrecognized tax positions in the quarter, which was one quarter earlier than anticipated. Looking forward, we anticipate that our 2009 full-year effective tax rate will be in the range of (2%) to 2%. Our anticipated full-year rate is lower than our previous guidance due to the favorable resolution of unrecognized tax positions that the Company effectively settled early in the beginning of the fourth quarter of 2009. 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. During the third quarter of 2009, a valuation allowance of $9million was released in the UK segment. The release relates to a deferred tax asset for capital loss carryforwards, which the Company now believes would be recognizable in a future period. As of December28, 2008, we had $229.5million of unrecognized tax benefits. Since December28, 2008, unrecognized tax benefits decreased by $55.5million, of which $28.7million occurred in the third quarter. This reduction is net of increases due to additional unrecognized tax benefits and interest accrued for the current year and decreases primarily due to certain tax years closing or being effectively settled, fluctuations in foreign exchange rates, and payments made to tax authorities with regard to unrecognized tax benefits during the first three quarters of 2009. This results in a total unrecognized tax benefit of $174.0million as of September26, 2009. During the remainder of 2009, the Company expects to recognize approximately $100million to $110million of non-cash income tax benefit due primarily to the favorable resolution of unrecognized tax positions on intercompany transactions that the Company effectively settled early in the fourth quarter. 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 2006 are closed or have been effectively settled through examination in the U.S. The Internal Revenue Service has commenced examination of the 2007 to 2008 tax years. We expect the examination of the 2007 tax year 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.

EARNINGS PER SHARE

EARNINGS PER SHARE ("EPS")
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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. For the thirteen and thirty-nine weeks ended September26, 2009, diluted net income per share was not impacted by our convertible debt and related warrants outstanding as they were not in the money for the thirteen and thirty-nine weeks ended September26, 2009. The following summarizes the effect of dilutive securities on diluted EPS (in millions except per share amounts): Thirteen Weeks Ended Thirty-Nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 Amounts attributable to MCBC Income from continuing operations, net of tax $ 244.3 $ 168.1 $ 511.2 $ 303.2 (Loss) income from discontinued operations, net of tax (9.0 ) 3.2 (12.9 ) (18.1 ) Net income attributable to MCBC $ 235.3 $ 171.3 $ 498.3 $ 285.1 Weighted average shares for basic EPS 184.6 183.5 184.2 182.3 Effect of dilutive securities: Stock options, LOSARs and SOSARs 1.3 1.8 1.0 2.1 RSUs, PSUs and DSUs 0.3 0.4 0.4 1.1 Weighted average shares for diluted EPS 186.2 185.7 185.6 185.5 Basic income (loss) per share: Continuting operations attributable to MCBC $ 1.32 $ 0.91 $ 2.78 $ 1.66 Discontinued operations attributable to MCBC (0.05 ) 0.02 (0.07 ) (0.10 ) Net income attributable to MCBC $ 1.27 $ 0.93 $ 2.71 $ 1.56 Diluted income (loss) per share: Continuing operations attributable to MCBC $ 1.31 $ 0.90 $ 2.75 $ 1.63 Discontinued operations attributable to MCBC (0.05 ) 0.02 (0.07 ) (0.10 ) Net income attributable to MCBC $ 1.26 $ 0.92 $ 2.68 $ 1.53 Dividends per share $ 0.24 $ 0.20 $ 0.68 $ 0.56 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 Thirty-Nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 Stock options, SOSARs and RSUs(1) 0.6 0.4 0.7 0.2 PUs2.4million units outstanding at September26, 2009(2) Shares issuable upon assumed conversion of the 2.5% Convertible Senior Notes to issue ClassB common shares(3) 10.5 10.5 10.5 10.5 Warrants to issue

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 MCC, 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. Acquisition activity by another BRI owner caused our variable interest 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 broadens our specialty beer portfolio and provides access to additional on-premise outlets (primarily 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 of 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.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated Financial Statements
GOODWILL AND INTANGIBLE ASSETS	12. GOODWILL AND INTANGIBLE ASSETS The following summarizes the change in goodwill for the thirty-nine weeks ended September26, 2009 (in millions): Balance at December28, 2008 $ 1,298.0 Business acquisition 7.3 Foreign currency translation 136.1 Balance at September26, 2009 $ 1,441.4 The following summarizes goodwill allocated between our reportable segments (in millions): As of September26, 2009 December28, 2008 Canada $ 687.8 $ 614.8 U.K. 753.6 683.2 Consolidated $ 1,441.4 $ 1,298.0 We are required to perform goodwill and indefinite-lived intangible asset impairment tests on at least an annual basis and more frequently in certain circumstances. We completed the required impairment testing during the third quarter of 2009 and determined that there were no impairments of goodwill or other indefinite-lived intangible assets. The following table presents details of our intangible assets, other than goodwill, as of September26, 2009 (in millions): Useful life Gross Accumulated amortization Net (Years) Intangible assets subject to amortization: Brands 2-40 $ 287.0 $ (132.8 ) $ 154.2 Distribution rights 2-23 322.9 (182.4 ) 140.5 Patents and technology, distribution channels and customer relationships 3-10 35.8 (21.5 ) 14.3 Intangible assets not subject to amortization: Brands Indefinite 3,120.6 3,120.6 Distribution networks Indefinite 927.2 927.2 Other Indefinite 15.5 15.5 Total $ 4,709.0 $ (336.7 ) $ 4,372.3 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 September26, 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 September26, 2009, the estimated future amor

DEBT

DEBT
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated Financial Statements
DEBT	13. DEBT The table below summarizes total debt (in millions): As of September26, 2009 December28, 2008 Senior notes: U.S. $44.6million 6.375% due 2012 $ 45.3 $ 45.5 U.S. $300million 4.85% due 2010 300.0 300.0 CAD $900million 5% due 2015 823.8 735.3 U.S. $575million Convertible debt 2.5% due 2013(1) 507.6 495.3 Other notes payable issued by: BRI joint venture CAD $200million 7.5% due 2011(2) 176.0 Total long-term debt (including current portion) 1,676.7 1,752.1 Less: current portion of long-term debt (300.1 ) (0.1 ) Total long-term debt $ 1,376.6 $ 1,752.0 Total fair value $ 1,849.6 $ 1,817.5 (1) See Note2 "NEW ACCOUNTING PRONOUNCEMENTS," for further discussion regarding the changes in accounting for convertible debt instruments. (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.

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 September26, 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 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 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. 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 accordance with FASB issued guidance. We have also elected the NPNS exemption for certain contr

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 September26, 2009. Derivative liabilities are financial instruments measured at fair value on a recurring basis, and the principles of new fair value measurements and disclosures were applied to their balances during the first phase of adoption in 2008. See Note2 "NEW ACCOUNTING PRONOUNCEMENTS." 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 ($137.7million as of September26, 2009), as opposed to fair value. The remainder of the Kaiser indemnity obligations ($24.0million as of September26, 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. The FASB issued 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). 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 Value Measurements at September26, 2009 Using Total carrying value at September 26, 2009 Quoted prices in active markets (Level 1) Significant other observable inputs (Leve

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFITS
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 September26, 2009 Canada plans U.S. plans U.K. plans Total Defined Benefit Plans Service cost $ 3.5 $ $ 1.2 $ 4.7 Interest cost 16.8 0.1 28.3 45.2 Expected return on plan assets (16.6 ) (32.2 ) (48.8 ) Amortization of prior service cost 0.1 0.1 Less expected participant contributions (0.5 ) (0.1 ) (0.6 ) Net periodic pension cost (benefit) $ 3.3 $ 0.1 $ (2.8 ) $ 0.6 Other Postretirement Benefits Service costbenefits earned during the period $ 0.6 $ 0.1 $ $ 0.7 Interest cost on projected benefit obligation 2.2 2.2 Amortization of prior service benefit (0.7 ) (0.7 ) Amortization of net actuarial gain (0.3 ) (0.3 ) Net periodic postretirement benefit cost $ 1.8 $ 0.1 $ $ 1.9 Thirteen Weeks Ended September28, 2008 Canada plans U.S. plans U.K. plans Total Defined Benefit Plans Service cost $ 8.1 $ $ 6.7 $ 14.8 Interest cost 23.7 32.4 56.1 Expected return on plan assets (30.2 ) (38.1 ) (68.3 ) Administrative expenses 0.6 1.2 1.8 Amortization of prior service cost (benefit) 0.4 (0.5 ) (0.1 ) Amortization of net actuarial loss 0.3 0.3 Less expected participant contributions (0.7 ) (1.1 ) (1.8 ) Net periodic pension cost $ 1.9 $ $ 0.9 $ 2.8 Other Postretirement Benefits Service costbenefits earned during the period $ 2.4 $ $ $ 2.4 Interest cost on projected benefit obligation 3.9 3.9 Amortization of net actuarial loss 0.1 0.1 Net periodic postretirement benefit cost $ 6.4 $ $ $ 6.4 Thirty-Nine Weeks Ended September26, 2009 Canada plans U.S. plans U.K. plans Total Defined Benefit Plans Service cost $ 11.3 $ $ 3.4 $

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 $416.5million as of September26, 2009. A portion of these indemnity obligations are considered probable losses recorded as current liabilities in the amount of $137.7million as of September26, 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 September26, 2009 was $4.7million, 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 $247.3million as of September26, 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 $9.9million as of September26, 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. 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 associated with indemnity provisions, but also probability weighted cash inflows that could result from favorable settlements resulting from negotiation or settlement programs that might arise from the federal or state governme

COMPREHENSIVE INCOME

COMPREHENSIVE INCOME (LOSS)
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated Financial Statements
COMPREHENSIVE INCOME (LOSS)	18. COMPREHENSIVE INCOME (LOSS) The following summarizes the components of comprehensive income (loss) (in millions): Thirteen Weeks Ended Thirty-Nine Weeks Ended September26, 2009 September28, 2008 September26, 2009 September28, 2008 Net income $ 236.4 $ 172.0 $ 500.4 $ 296.7 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax 111.3 (220.2 ) 486.6 (363.7 ) Amortization of net prior service costs and net actuarial losses, net of tax (0.6 ) 0.5 11.3 5.4 Unrealized (loss) gain on derivative instruments, net of tax (6.3 ) (5.3 ) (16.5 ) 12.2 Realized loss reclassed to net income on derivative instruments, net of tax (1.3 ) (0.8 ) (12.8 ) (1.7 ) Ownership share of unconsolidated subsidiaries' other comprehensive income (loss), net of tax(1) 24.2 (53.0 ) 42.1 (53.0 ) Total other comprehensive income (loss), net of tax $ 127.3 $ (278.8 ) $ 510.7 $ (400.8 ) Comprehensive income (loss) 363.7 (106.8 ) 1,011.1 (104.1 ) Comprehensive income attributable to the noncontrolling interest (1.1 ) (0.8 ) (2.1 ) (11.8 ) Comprehensive income (loss) attributable to MCBC $ 362.6 $ (107.6 ) $ 1,009.0 $ (115.9 ) (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.

SUPPLEMENTAL GUARANTOR INFORMAT

SUPPLEMENTAL GUARANTOR INFORMATION
	9 Months Ended Sep. 26, 2009 USD / shares
Notes to Condensed Consolidated 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 facility 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 thirty-nine weeks ended September26, 2009, and September28, 2008; Condensed Consolidating Balance Sheets as of September26, 2009, and December28, 2008; and Condensed Consolidating Statements of Cash Flows for the thirty-nine weeks ended September26, 2009 and September28, 2008. Investments in subsidiaries are accounted for

DOCUMENT AND ENTITY INFORMATION

DOCUMENT AND ENTITY INFORMATION (USD $)
	9 Months Ended Sep. 26, 2009	Oct. 23, 2009	Jun. 27, 2008
Entity [Text Block]
Entity Registrant Name	MOLSON COORS BREWING CO
Entity Central Index Key	0000024545
Document Type	10-Q
Document Period End Date	2009-09-26
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		0
Class A common stock, voting
Entity [Text Block]
Entity Common Stock, Shares Outstanding		2,594,664
Class B common stock, non-voting
Entity [Text Block]
Entity Common Stock, Shares Outstanding		158,966,415
Exchangeable shares, Class A, Class of stock
Entity [Text Block]
Entity Exchangeable, Shares Outstanding		3,164,905
Exchangeable shares, Class B, Class of stock
Entity [Text Block]
Entity Exchangeable, Shares Outstanding		20,310,533