Molson Coors Beverage 10K 2009 Annual report | TAP Filing

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Exhibit 99

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of MillerCoors LLC:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of shareholders' investment and consolidated statements of cash flows present fairly, in all material respects, the financial position of MillerCoors LLC and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for the year ended December 31, 2009 and for the six month period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 11, 2010

MillerCoors LLC and Subsidiaries

Consolidated Balance Sheets

(In millions, except shares)

		As of

		December 31, 2009			December 31, 2008
Assets
Current assets:
	Cash and cash equivalents	$	65.2		$	59.1
	Accounts receivable, net of allowance for doubtful accounts of $0.8 and $1.7, respectively		242.0			269.3
	Due from affiliates		29.3			39.9
	Inventories		381.5			310.4
	Derivative financial instruments		7.1			—
	Prepaid assets		83.4			170.3

Total current assets			808.5			849.0
Property, plant and equipment, net			2,346.0			2,167.9
Goodwill			4,345.1			4,345.1
Other intangibles, net			2,122.5			2,182.8
Derivative financial instruments			88.0			—
Other assets			123.4			157.4

Total assets		$	9,833.5		$	9,702.2

Liabilities and Shareholders' Investment
Current liabilities:
	Accounts payable	$	204.2		$	257.2
	Due to affiliates		20.0			36.4
	Trade accrued expenses		287.8			289.6
	Accrued payroll and related expenses		131.0			107.9
	Current portion of postretirement benefits		46.1			56.0
	Other current liabilities		182.9			197.0
	Derivative financial liabilities		13.4			89.5

Total current liabilities			885.4			1,033.6
Pension and postretirement benefits			1,134.7			1,252.2
Long-term debt			32.8			37.7
Derivative financial liabilities			11.3			65.5
Other liabilities			99.6			56.9

Total liabilities			2,163.8			2,445.9

Interest attributable to shareholders':
	Capital stock (840,000 Class A shares and 160,000 Class B shares)		—			—
	Shareholders' capital		8,331.4			8,259.2
	Retained earnings		—			—
	Accumulated other comprehensive loss		(689.8	)		(1,032.3	)

Total interest attributable to shareholders'			7,641.6			7,226.9
Noncontrolling interest			28.1			29.4

Total shareholders' interest			7,669.7			7,256.3

Total liabilities and shareholders' investment		$	9,833.5		$	9,702.2

The accompanying notes are an integral part of these statements.

MillerCoors LLC and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(In millions)

	For the Year Ended December 31, 2009			For the Six Months Ended December 31, 2008

Sales	$	8,851.6		$	4,329.4
Excise taxes		1,277.3			640.0

Net sales		7,574.3			3,689.4
Cost of goods sold		4,720.9			2,326.0

Gross profit		2,853.4			1,363.4
Marketing, general and administrative expenses		1,937.9			1,032.4
Special items		49.4			103.8

Operating income		866.1			227.2
Other income:
Interest (expense) income, net		(1.1	)		1.1
Other income, net		2.0			1.8

Total other income		0.9			2.9

Income before income taxes		867.0			230.1
Income taxes		8.4			3.3

Net income		858.6			226.8
Net income attributable to noncontrolling interests		15.8			4.4

Net income attributable to MillerCoors LLC	$	842.8		$	222.4
Other comprehensive income (loss)
Unrealized gain (loss) on derivative instruments	$	220.3		$	(189.1	)
Pension and other postretirement benefit adjustments		122.2			(482.8	)

Other comprehensive income (loss):		342.5			(671.9	)

Comprehensive income (loss)	$	1,185.3		$	(449.5	)

The accompanying notes are an integral part of these statements.

MillerCoors LLC and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

				For the Year Ended December 31, 2009			For the Six Months Ended December 31, 2008

Cash flows from operating activities:
Net income				$	858.6		$	226.8
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation and amortization			291.5			146.5
		Share-based compensation			28.3			2.5
		Brand impairment			—			65.1
		Loss/(gain) on sale of property, plant and equipment			11.9			(1.4	)
		Other			0.8			4.4
		Change in current assets and liabilities:
			Decrease in accounts receivable		37.9			237.8
			Increase in inventories		(71.1	)		(37.7	)
			Decrease/(increase) in prepaid assets and other		112.5			(157.4	)
			Decrease in payables and accruals		(48.1	)		(67.9	)
			(Increase)/decrease in derivative financial instruments		(5.1	)		18.3
			Decrease/(increase) in other liabilities		21.2			(62.8	)

Net cash provided by operating activities					1,238.4			374.2

Cash flows from investing activities:
	Additions to property, plant and equipment				(399.2	)		(155.4	)
	Proceeds from sales of property, plant and equipment				0.2			4.5
	Additions to intangible assets				(13.9	)		(15.3	)

Net cash used in investing activities					(412.9	)		(166.2	)

Cash flows from financing activities:
	Net contributions and distributions to shareholders				(797.5	)		(325.0	)
	Payments on debt				(4.8	)		(4.5	)
	Net contributions and distributions to noncontrolling interests				(17.1	)		(3.4	)

Net cash used in financing activities					(819.4	)		(332.9	)

Cash and cash equivalents:
	Net increase/(decrease) in cash and cash equivalents				6.1			(124.9	)
	Balance of cash and cash equivalents at beginning of year				59.1			184.0

Balance of cash and cash equivalents at end of year				$	65.2		$	59.1

Supplemental cash flow information
	Interest paid			$	2.3		$	1.4
	Income taxes paid				5.8			0.8

The accompanying notes are an integral part of these statements.

MillerCoors LLC and Subsidiaries

Consolidated Statements of Shareholders' Investment

(In millions)

	Capital stock		Shareholders' capital			Retained earnings			Accumulated other comprehensive loss			Noncontrolling interest			Total shareholders' interest

Balance as of July 1, 2008	$	—	$	8,359.3		$	—		$	(360.4	)	$	28.4		$	8,027.3
Share-based compensation				2.5												2.5
Other comprehensive loss										(671.9	)					(671.9	)
Net contributions and distributions				(102.6	)		(222.4	)					(3.4	)		(328.4	)
Net income							222.4						4.4			226.8

Balance as of December 31, 2008	$	—	$	8,259.2		$	—		$	(1,032.3	)	$	29.4		$	7,256.3

Opening balance sheet adjustments				(1.4	)											(1.4	)
Share-based compensation				28.3												28.3
Other comprehensive income										342.5						342.5
Net contributions and distributions				45.3			(842.8	)					(17.1	)		(814.6	)
Net income							842.8						15.8			858.6

Balance as of December 31, 2009	$	—	$	8,331.4		$	—		$	(689.8	)	$	28.1		$	7,669.7

The accompanying notes are an integral part of these statements.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

Company Description

MillerCoors LLC and its subsidiaries ("MillerCoors" or "the Company") brews and sells beer to distributors. Its major brands include Miller Lite, Coors Light, Miller High Life, Keystone, Milwaukee's Best, and Miller Genuine Draft.

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

Basis of Presentation and Consolidation

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

Fiscal Year

The Company's fiscal year ends on December 31.

Use of Estimates

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

Cash and Cash Equivalents

The cash equivalents are all highly liquid temporary investments purchased with an original maturity of less than three months.

Accounts Receivable and Notes Receivable

The Company records accounts and notes receivable at net realizable value. This carrying value includes an appropriate allowance for estimated uncollectible amounts to reflect any loss anticipated on the accounts and notes receivable balances. The Company calculates this allowance based on its history of write-offs, level of past-due accounts based on the contractual terms of the receivables, and its relationships with and the economic status of its customers.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

Inventories

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

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. Buildings and improvements are depreciated over useful lives ranging from 20 to 40 years, limited to the minimum lease term for leasehold improvements. Machinery and equipment are depreciated over useful lives ranging from 3 to 25 years. Containers are depreciated over a useful life of 15 years. The cost and related accumulated depreciation of buildings, equipment, and containers retired, or otherwise disposed of, are removed from the accounts. Any gain or loss is included in earnings. Ordinary repairs and maintenance are expensed as incurred.

Impairment of Long-Lived Assets

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

Computer Software

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

Goodwill and Other Intangible Assets

�� Finite lived intangible assets are stated at cost less accumulated amortization using a straight-line basis and impairment losses, if any. Cost is determined as the amount paid by the Company, unless the asset has been acquired as part of a business combination. Amortization is included within marketing, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

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

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

Significant judgments and assumptions are required in the evaluation of goodwill and intangible assets for impairment.

The Company completed the required goodwill impairment testing as of November 30, 2009 and 2008 and determined that there were no impairments.

Fair Value of Financial Instruments

Authoritative guidance for fair value measurements defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value in the financial statements. Effective July 1, 2008, the Company adopted the provisions of the guidance for 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 impact on the consolidated financial position, results of operations or cash flows of the Company (see Note 8 "Fair Value Measurements," for disclosures related to financial assets and liabilities). Effective January 1, 2009, the Company adopted the provisions of the guidance related to nonfinancial assets and liabilities. The adoption of these provisions did not have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

Derivative Financial Instruments

The Company recognizes all derivative instruments as either assets or liabilities at their estimated fair value in its consolidated balance sheets. The change in a derivative's fair value is recorded each period in current earnings or accumulated other comprehensive income (loss), depending on whether the derivative is designated as part of a hedge transaction and if so, the type of hedge transaction. See Note 8, "Fair Value Measurements," and Note 9, "Hedging Transactions and Derivative Financial Instruments," for disclosure of the Company's derivative instruments and hedging activities.

Share-Based Payments

All share-based payments to qualified individuals, including grants of employee stock options, are recognized as compensation cost in the financial statements based on their grant date fair values for equity-classified awards and based on fair value of the grants at every period end for liability classified awards.

There are certain share-based compensation plans where employees of the Company were granted awards while employed by the Shareholders prior to the formation of the Company. Compensation cost related to these plans is recognized for unvested awards because the employees are earning their share-based compensation while working at the Company. In addition, because the Company is an unconsolidated subsidiary, the holders of the awards are considered "non-employees" and therefore the compensation cost is calculated under variable accounting. The Company recorded $28.3 million and $2.5 million of compensation costs in marketing, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) related to these awards for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

Revenue Recognition

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

The cost of various programs, such as price promotions, rebates and coupon programs are treated as a reduction of sales. Sales of products are for cash or otherwise agreed upon credit terms. Sales are stated net of discounts and returns. Freight costs billed to customers for shipping and handling are recorded as sales, and shipping and handling expenses are recognized as cost of sales. In accordance with the standards, the amounts billed to a customer for shipping and handling represent revenues earned for the goods provided. The costs incurred for shipping and handling expenses represent costs incurred to move the product. The Company has adopted a policy to include these costs within cost of goods sold.

Excise Taxes

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

Cost of Goods Sold

The Company's cost of goods sold includes brewing raw materials, packaging materials, manufacturing costs, plant administrative support and overheads, inbound and outbound freight charges, purchasing and receiving costs, inspection costs, warehousing, and internal transfer costs.

Marketing, General and Administrative Expenses

The Company's marketing, general and administrative expenses consist predominately of advertising, sales costs and non-manufacturing administrative and overhead costs. The creative portion of the Company's advertising activities is expensed as incurred. Production costs are expensed when the advertising is first run. Advertising expense was $978.4 million and $540.0 million for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively. Prepaid advertising costs of $26.4 million and $34.4 million were included in prepaid assets in the consolidated balance sheets as of December 31, 2009 and 2008, respectively.

Income Taxes

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

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

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

Other Comprehensive Income (Loss)

Other comprehensive income (loss) consists of net income, unrealized gains (losses) on derivative instruments and pension and other postretirement benefit adjustments.

The components of accumulated other comprehensive loss, which are recorded within shareholders' investment, are as follows (in millions):

	December 31, 2009			December 31, 2008

Unrealized gain (loss) in derivative instruments	$	73.0		$	(147.3	)
Pension and other postretirement benefit adjustments		(762.8	)		(885.0	)

Total accumulated other comprehensive loss	$	(689.8	)	$	(1,032.3	)

New Accounting Pronouncements

Subsequent Events

In May 2009, the Financial Accounting Standards Board ("FASB") issued guidance related to subsequent events which formalizes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth: (i) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this guidance, the Company has applied these requirements to financial periods ending after June 15, 2009. For the year ended December 31, 2009, subsequent events were evaluated through February 19, 2010, the date the financial statements were issued.

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued a statement regarding noncontrolling interests in consolidated financial statements that was effective for the Company beginning in fiscal year 2009. This statement requires the recognition of a noncontrolling interest (previously referred to as minority interest) as a component of equity in the consolidated balance sheets and separate from shareholders' investment. The amount of net income attributable to the noncontrolling interest is included in consolidated net income in the consolidated statement of operations and comprehensive income (loss). It also amends existing guidance to be consistent with the revised guidance for business combinations, including procedures associated with the deconsolidation of a subsidiary. This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The implementation of this standard did not have a material impact on the consolidated financial position, results of operations, or cash flow of the Company.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

New Accounting Pronouncements Not Yet Adopted

Amendments to FASB Interpretation, Consolidation of Variable Interest Entities

In June 2009, the FASB issued amendments with regards to the consolidation of variable interest entities, which requires an enterprise to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity. The primary beneficiary of a variable interest entity is the enterprise that has both (1) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. This amendment also requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. The guidance is effective for financial statements issued for fiscal years beginning after November 15, 2009. The Company does not expect the implementation of this standard to have a material impact on its consolidated financial position, results of operations or cash flows.

2. Variable Interest Entities

Once an entity is determined to be a variable interest entity ("VIE"), the party with the controlling financial interest, the primary beneficiary, is required to consolidate it. The Company has investments in VIEs, of which the Company has determined it is the primary beneficiary. These include Rocky Mountain Metal Container and Rocky Mountain Bottle Company. Accordingly, the Company has consolidated these two joint ventures.

Rocky Mountain Metal Container

Rocky Mountain Metal Container ("RMMC"), a Colorado limited liability company, is a joint venture with Ball Corporation in which the Company holds a 50% interest. The Company has a can and end supply agreement with RMMC. Under this agreement, RMMC supplies the Company with substantially all of the can and end requirements for the Golden brewery, as well as portions of the Company's requirements at other breweries. RMMC manufactures these cans and ends at the Company's facilities, which RMMC is operating under a use and license agreement. As RMMC is a limited liability company ("LLC"), the tax consequences flow to the Shareholders.

Rocky Mountain Bottle Company

Rocky Mountain Bottle Company ("RMBC"), a Colorado limited liability company, is a joint venture with Owens-Brockway Glass Container, Inc. ("Owens") in which Molson Coors holds a 50% interest. RMBC produces glass bottles at the Company's manufacturing facility for use at its brewery locations. Under this agreement, RMBC supplies the Company's bottle requirements, and Owens has a contract to supply the majority of the Company's bottle requirements not met by RMBC. As RMBC is an LLC, the tax consequences flow to the Shareholders. Upon the formation of the Company, Molson Coors maintained its legal ownership interest in RMBC. However, the Company consolidates RMBC as its primary beneficiary as a result of other variable interests it holds. On December 22, 2009, Owens consented to the assignment by Molson Coors of its equity interest in RMBC to the Company.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

3. Special Items

The Company has incurred charges that are not indicative of its core operations. As such, the Company has separately classified these costs as special operating items.

Special items as reported in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2009 and the six months ended December 31, 2008 consist of (in millions):

	2009		2008

Sparks impairment charge	$	—	$	65.1
Pension curtailment		22.5		—
Restructuring charges		6.7		27.8
Consulting, relocation and other integration costs		20.2		10.9

	$	49.4	$	103.8

Consulting, relocation and other integration costs are mainly comprised of third party consulting costs related to the joint venture formation, relocation costs of employees required to move as a result of joint venture staffing decisions and the formation of the headquarters, and other miscellaneous costs related to the integration of the Company.

During 2009, the Company recorded pension curtailment losses of $22.5 million. The pension curtailment resulted from collective bargaining to cease benefit accruals when labor agreements expire for certain hourly union employees as discussed in Note 11, "Employee Retirement Plans."

In the fourth quarter of 2008, the Company recognized an intangible asset impairment charge of $65.1 million due to the decision to reformulate the Sparks brand. See Note 6 "Goodwill and Intangible Assets," for further discussion.

In the third quarter of 2008, the Company began a restructuring program focused on labor savings across sales and general and administrative functions, as well as on the reduction of overhead expenses. The Company recognized $6.7 million and $27.8 million of expense for severance related to a reduction in workforce and contract termination costs for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively. As of December 31, 2009, employee severance, contract termination and restructuring costs are expected to be paid in the next 12 months and are included in the consolidated balance sheets in Other current liabilities.

The following summarizes activities relating to restructuring accruals:

		Severance Costs			Contract Termination Costs			Total Restructuring

Balance as of July 1, 2008		$	—		$	—		$	—
	Charges incurred		23.5			4.3			27.8
	Payments made		(9.1	)		—			(9.1	)

Balance as of December 31, 2008		$	14.4		$	4.3		$	18.7
	Charges incurred		5.0			1.7			6.7
	Payments made		(14.6	)		(3.6	)		(18.2	)

Balance as of December 31, 2009		$	4.8		$	2.4		$	7.2

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

4. Inventories

Inventories, net of reserves, consist of the following (in millions):

	December 31, 2009		December 31, 2008

Raw materials	$	220.0	$	162.2
Work in process		79.7		63.4
Finished goods		69.0		69.3
Other inventories		12.8		15.5

Total inventories	$	381.5	$	310.4

5. Property, Plant and Equipment

The cost of property, plant and equipment and related accumulated depreciation consists of the following (in millions):

	December 31, 2009			December 31, 2008

Land and improvements	$	187.0		$	168.2
Buildings and improvements		746.7			733.4
Machinery and equipment		3,266.5			3,045.8
Capitalized software		99.7			66.0
Containers		88.0			59.6
Construction in progress		118.5			129.8

Total property, plant and equipment at cost		4,506.4			4,202.8
Less accumulated depreciation		(2,160.4	)		(2,034.9	)

Net property, plant and equipment	$	2,346.0		$	2,167.9

Depreciation of property, plant and equipment was $217.3 million and $109.5 million for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively. Included in depreciation, software amortization was $24.1 million and $17.7 million for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively.

6. Goodwill and Intangible Assets

As of December 31, 2009 and 2008, the carrying value of goodwill was $4.3 billion and resulted primarily from the Shareholders' acquisition of Miller and Coors prior to the formation of the joint venture. The Company is required to perform goodwill impairment tests on at least an annual basis and more frequently in certain circumstances. The Company completed the required goodwill impairment testing as of November 30, 2009 and 2008 and determined that there was no impairment.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Goodwill and Intangible Assets (Continued)

The following table presents details of the Company's finite lived intangible assets, other than goodwill, as of December 31, 2009 (in millions):

		Gross		Accumulated Amortization			Net

Intangible assets subject to amortization:
Brands	8-40	$	2,122.1	$	(122.0	)	$	2,000.1
Distribution rights and network	29		93.7		(21.6	)		72.1
Contract brewing	8		35.0		(31.5	)		3.5
Patents	16		22.0		(9.9	)		12.1
Other (acquired)	5-40		42.9		(8.2	)		34.7

Total		$	2,315.7	$	(193.2	)	$	2,122.5

The following table presents details of the Company's finite lived intangible assets, other than goodwill, as of December 31, 2008 (in millions):

		Gross		Accumulated Amortization			Net

Intangible assets subject to amortization:
Brands	8-40	$	2,122.1	$	(58.7	)	$	2,063.4
Distribution rights and network	29		93.7		(18.2	)		75.5
Contract brewing	8		35.0		(27.2	)		7.8
Patents	16		22.0		(8.5	)		13.5
Other (acquired)	5-40		29.0		(6.4	)		22.6

Total		$	2,301.8	$	(119.0	)	$	2,182.8

In May 2009, the Company acquired the distribution rights of New Belgium Brewing Company for $13.9 million. The distribution area is consistent with the Company's current coverage of the major metropolitan Denver area. These rights are included within "Other (acquired)" in the table above as of December 31, 2009.

Excluding the New Belgium Brewing Company distribution rights, the carrying values were contributed by the Shareholders on carry-over basis at the inception of the Company and resulted from mergers and acquisitions completed prior to the formation of the Company.

As a result of the Company's decision in 2008 to cease the production and distribution of the current Sparks product, and reformulate it, the Company concluded that this change was a triggering event that would require an impairment test to be performed on the Sparks brand. In December 2008, the Company decided to shorten the life of the Sparks brand to 8 years from 15 years and the Company's estimated gross cash flows were less than the carrying value of the brand. As such, the Company prepared a discounted cash flow analysis using weighted probabilities on a worst case, base case and best case scenarios. This analysis estimated a fair value of approximately $95.2 million and the Company recorded a $65.1 million impairment charge to the brand's intangible asset in the fourth quarter of 2008 which is included in Special Items within the consolidated statements of operations and comprehensive income (loss).

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Goodwill and Intangible Assets (Continued)

The estimated future amortization expense for intangible assets is as follows (in millions):

Years ending December 31

2010	$	73.4
2011		69.9
2012		69.9
2013		69.9
2014		69.9

Amortization expense of intangible assets was $74.2 million and $37.0 million for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively.

7. Capital Stock

The capital stock in the Company is divided between Class A (840,000 shares issued and authorized) and Class B (160,000 shares issued and authorized). The Class A shares have voting rights and the Class B shares have no voting rights. The Shareholders are not personally obligated for the debts and obligations of the Company. Capital stock as of December 31, 2009 and December 31, 2008 is as follows:



Class A
	Miller (par value $.01, per share)	420,000
	Coors (par value $.01, per share)	420,000

		840,000

Class B
	Miller (par value $.01, per share)	160,000

8. Fair Value Measurements

The tables below summarize the Company's assets and liabilities that were measured at fair value as of December 31, 2009 and 2008. Derivative assets and liabilities are financial instruments measured at fair value on a recurring basis, and the guidance on fair value measurements and disclosures have been applied to these balances accordingly. See Note 1 "Basis of Presentation and Summary of Significant Accounting Policies."

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


Level 1		Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2		Unadjusted quoted prices in active markets for similar assets or liabilities, or

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

8. Fair Value Measurements (Continued)


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

The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and 2008 (in millions):

				Fair Value Measurements as of December 31, 2009

	Total Carrying Value as of December 31, 2009			Fair Value Measurements as of December 31, 2009
	Total Carrying Value as of December 31, 2009			Level 1			Level 2			Level 3
Commodity Derivative Assets	$	95.1		$	—		$	95.1		$	—
Commodity Derivative Liabilities		(24.7	)		(18.7	)		(6.0	)		—

Total	$	70.4		$	(18.7	)	$	89.1		$	—

				Fair Value Measurements as of December 31, 2008

	Total Carrying Value as of December 31, 2008			Fair Value Measurements as of December 31, 2008
	Total Carrying Value as of December 31, 2008			Level 1			Level 2			Level 3
Commodity Derivative Liabilities	$	(155.0	)	$	(19.8	)	$	(135.2	)	$	—

Total	$	(155.0	)	$	(19.8	)	$	(135.2	)	$	—

The Company endeavors to utilize the best available information in measuring fair value. The commodity derivative assets and liabilities are valued using the listed markets, if market data for identical commodity contracts exist or a combination of listed markets and published prices, if market data for similar commodity contracts exists. As such, these derivative instruments are classified within Level 1 or Level 2, as appropriate.

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, notes receivable, accounts payable and current accrued liabilities approximate fair value as recorded due to the short-term maturity of these instruments. The Company considers all highly liquid temporary investments with an original maturity of three months or less when purchased to be cash equivalents. Assuming current market rates for similar instruments and adjusted for non-performance risk, the carrying value of long-term debt exceeds the fair value by approximately $0.1 million and $1.2 million as of December 31, 2009 and 2008, respectively.

9. Hedging Transactions and Derivative Financial Instruments

Overview and Risk Management Policies

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

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

9. Hedging Transactions and Derivative Financial Instruments (Continued)

The Company's objective in managing its exposure to fluctuations in commodity prices is to reduce the volatility in its cash flows and earnings caused by unexpected adverse fluctuations in the commodity markets. To achieve this objective, the Company enters into futures contracts, swaps and purchased option collars. In general, maturity dates of the contracts coincide with market purchases of the commodity. As of December 31, 2009, the Company had financial commodity swap and futures contracts in place to hedge certain future expected purchases of aluminum can sheet, aluminum cans, natural gas, and electricity. The Company also hedges the diesel fuel surcharge exposure that it subsidizes for its distributors. These contracts are either marked-to-market, with changes in fair value recognized in cost of goods sold, or have been designated as cash flow hedges of forecasted purchases, and recognized in other comprehensive income (loss). The maturities of the Company's derivative instruments range from several months to five years. The following are notional transaction amounts for the Company's outstanding derivatives, summarized by instrument type:

Volume of Derivatives Outstanding as of 12/31/09

Commodity Type	Notional Value as of December 31, 2009

Swaps	$	529.1
Exchange Traded Futures Contracts		72.5

Total	$	601.6

The Company also enters into physical hedging agreements directly with its suppliers, as a part of its risk management strategy. The Company has concluded that some of these contracts are derivatives and have elected the 'Normal Purchase Normal Sales' exemption on certain of these physical hedging derivative contracts. As a result, these contracts do not need to be recorded on the consolidated balance sheets at their fair value. The Company also considers whether any provisions in its contracts represent "embedded" derivative instruments as defined in the accounting standards. As of December 31, 2009, the Company has concluded that no "embedded" derivative instruments warrant separate fair value accounting.

Counterparty Risk and Collateral

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

The Company has elected to present its cash collateral utilizing a gross presentation, in which cash collateral amounts held or provided are not netted against the fair value of outstanding derivative instruments. As of December 31, 2009, the Company posted $39.3 million in collateral with its counterparties, which is classified as prepaid assets and other assets in the consolidated balance sheets. Of this amount, $25.1 million is associated with derivative contracts and $14.2 million is associated with

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

9. Hedging Transactions and Derivative Financial Instruments (Continued)

supply agreements whose out of the money positions are not reflected in the consolidated balance sheets.

Hedge Accounting Policies & Presentation

The majority of all derivatives entered into by the Company qualify for and are designated as cash flow hedges, in accordance with FASB issued guidance.

All derivatives are recognized on the consolidated balance sheets at their fair value. See discussion regarding fair value measurements in Note 8 "Fair Value Measurements." The effective portion of changes in the fair value of commodity derivative instruments qualifying as cash flow hedges are reported in other comprehensive income (loss) and are subsequently reclassified into earnings when the forecasted transaction affects earnings. Gains and losses from the ineffective portion or the excluded component of any hedge are recognized in the income statement immediately. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions as required by the standards. The Company formally assesses both at hedge inception and on an ongoing basis, whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not, or has ceased to be, highly effective as a hedge, the Company discontinues hedge accounting prospectively. When the Company discontinues hedge accounting prospectively, but it continues to be probable that the forecasted transaction will occur, the existing gain or loss on the derivative remains in accumulated other comprehensive loss and is reclassified into earnings when the original forecasted transaction affects earnings. In a situation where it becomes probable that a hedged forecasted transaction will not occur, any gains and/or losses that have been recorded to accumulated other comprehensive income (loss) would be required to be immediately reclassified into earnings. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the derivative at its fair value on the consolidated balance sheets until maturity, recognizing future changes in the fair value in current-period earnings.

The Company records realized gains and losses from commodity derivative instruments to the same financial statement line item as the hedged item/forecasted transaction. Changes in unrealized gains and losses for derivatives not designated as a cash flow hedge are recorded directly in earnings each period and are recorded to the same financial statement line item as the associated realized (cash settled) gains and losses.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

9. Hedging Transactions and Derivative Financial Instruments (Continued)

Results of Derivative Activities

The following table presents the location of all assets and liabilities associated with the Company's hedging instruments within the consolidated balance sheets as of December 31, 2009 (in millions):

		Asset Derivatives			Liability Derivatives

		Balance Sheet Location	Fair Value as of 12/31/09		Balance Sheet Location	Fair Value as of 12/31/09
Derivatives designated as hedging instruments:
Commodity Contracts		Derivative Financial Instruments—Current	$	6.9	Derivative Financial Liabilities—Current	$	(13.4	)
		Derivative Financial Instruments—Long term		88.0	Derivative Financial Liabilities—Long term		(11.3	)

Total derivatives designated as hedging instruments			$	94.9		$	(24.7	)

Derivatives not designated as hedging instruments:
	Commodity Contracts	Derivative Financial Instruments—Current	$	0.2	Derivative Financial Liabilities—Current	$	—

Total derivatives not designated as hedging instruments:			$	0.2		$	—

Total Derivatives			$	95.1		$	(24.7	)

The following tables present the impact of derivative instruments and their location within the consolidated statements of operations for the year ended December 31, 2009 (in millions). Amounts are presented gross of tax.

		For the year ended December 31, 2009

		Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)		Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain (Loss) Reclassified from AOCI into Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships:
	Commodity Contracts	$	134.9	Cost of Goods Sold	$	(80.8	)	Cost of Goods Sold	$	(4.6	)

Total		$	134.9		$	(80.8	)		$	(4.6	)

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

9. Hedging Transactions and Derivative Financial Instruments (Continued)

		For the year ended December 31, 2009

		Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Derivatives not in Hedging Relationship:
	Commodity Contracts	Cost of Goods Sold	$	(0.6	)

Total			$	(0.6	)

Included in the Company's total net unrealized gains from commodity cash flow hedges as of December 31, 2009, are approximately $3.0 million in unrealized net losses that are expected to be reclassified into earnings within the next calendar year.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

10. Other Current Liabilities

Other current liabilities consist of (in millions):

	December 31, 2009		December 31, 2008

Accrued excise and non-income related taxes	$	82.0	$	83.5
Customer deposits on containers		60.2		61.6
Insurance		13.5		19.4
Other		27.2		32.5

Other current liabilities	$	182.9	$	197.0

11. Employee Retirement Plans

Defined Benefit Plans

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

Benefits for eligible hourly non-union employees are generally based on pay and service. Benefit accruals for hourly union employees are the subject of collective bargaining and are based on a flat rate per year of service. Through the collective bargaining process, benefit accruals have also been frozen and the plans closed to new entrants for some of the union employee groups.

The actuarial method used is the unit credit method.

Total defined benefit plan expense for the year ended December 31, 2009 and the six months ended December 31, 2008, was $95.7 million and $12.9 million, respectively.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

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

		December 31, 2009			December 31, 2008

Actuarial present value of accumulated benefit obligation		$	2,206.1		$	2,057.0

Change in projected benefit obligation:
	Projected benefit obligation, January 1, 2009 and July 1, 2008	$	2,087.2		$	1,941.3
	Service cost		17.1			11.4
	Plan amendments		5.9			—
	Interest cost		126.1			63.3
	Actuarial loss		134.8			141.1
	Curtailment loss/(gain)		1.5			(1.5	)
	Benefits paid		(140.2	)		(68.4	)

Projected benefit obligation, end of year		$	2,232.4		$	2,087.2

Change in plan assets:
	Fair value of assets, January 1, 2009 and July 1, 2008	$	1,498.2		$	1,732.1
	Actual return on plan assets		206.8			(236.5	)
	Employer contributions		117.2			71.0
	Benefits paid		(140.2	)		(68.4	)

	Fair value of plan assets, end of year	$	1,682.0		$	1,498.2

Funded status at end of year:
	Projected benefit obligation	$	(2,232.4	)	$	(2,087.2	)
	Fair value of plan assets		1,682.0			1,498.2

Funded status—underfunded		$	(550.4	)	$	(589.0	)

Amounts recognized in the consolidated balance sheets:
	Current liabilities	$	(2.4	)	$	(2.4	)
	Noncurrent liabilities		(548.0	)		(586.6	)

Total		$	(550.4	)	$	(589.0	)

Amounts included in accumulated other comprehensive loss:
	Net actuarial loss	$	755.2		$	752.2
	Prior service cost		9.2			29.3

Total		$	764.4		$	781.5

The estimated prior service cost and net actuarial loss for defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are $2.2 million and $47.7 million, respectively.

The Company maintains two plan trusts, one of which is attributable to employees formerly employed by Coors (the "Coors Trust") and one attributable to employees formerly employed by Miller (the "Miller Trust"). The assets of these plans are invested differently. The following compares target

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

asset allocation percentages with actual asset allocations as of December 31, 2009 and December 31, 2008:

	As of December 31, 2009												As of December 31, 2008

	Coors Trust						Miller Trust						Coors Trust						Miller Trust
	Target Allocation			Actual Allocation			Target Allocation			Actual Allocation			Target Allocation			Actual Allocation			Target Allocation			Actual Allocation
Equity securities		46	%		51	%		60	%		63	%		46	%		34	%		65	%		63	%
Fixed-income securities		45	%		43	%		35	%		34	%		45	%		57	%		30	%		30	%
Real estate(*)		9	%		6	%		5	%		3	%		9	%		9	%		5	%		7	%

Total		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

(*): Including derivatives

The Company uses a mix of equity, fixed-income and real estate investment funds to achieve return, diversification and liquidity objectives consistent with an established risk tolerance developed through careful consideration of plan liabilities, funded status, objectives and constraints, as well as the Company's financial condition. Equity securities primarily include investments in commingled equity funds (common & collective trusts), large and small cap domestic equities, and international equities including emerging markets. Fixed income securities include corporate debt instruments, non-government backed securities, government bonds, government mortgage-backed securities, and U.S. government agency securities. Real estate, primarily through real estate funds, comprises a small portion of plan investments and other investments include, but are not limited to, interest rate derivatives and related collateral intended to hedge interest rate risk, as well as municipal and provincial bonds and notes.

The more significant commingled fund holdings within the Coors Trust portfolio include the following:

Manager/Fund Name	Sector/Fund

Bernstein Int'l Value Series DBT Fund	International Equities	10.2	%
Donald Smith & Co. Inc. Group Trust	Domestic Equities	9.4	%
Capital Guardian Int'l Equity Fund	International Equities	6.9	%
NTGI Russell 1000 Value Equity Index	Domestic Equities	5.0	%

		31.5	%

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Significant sector holdings within the Miller Trust portfolio, representing more than 10% of the funds' net assets are outlined below:

Fund Name	Sector/Fund

Russell Equity I	Consumer Discretionary	14.3	%
	Energy	11.0	%
	Financial Services	20.9	%
	Health Care	11.0	%
	Technology	18.1	%

		75.3	%

Fund Name	Sector/Fund

Russell Lg Cap Struc Equity	Consumer Discretionary	10.3	%
	Financial Services	16.9	%
	Health Care	15.3	%
	Producer Durables	11.2	%
	Technology	17.7	%

		71.4	%

Russell Small Cap	Consumer Discretionary	17.2	%
	Financial Services	21.6	%
	Producer Durables	13.1	%
	Technology	19.5	%

		71.4	%

Russell International	Consumer Discretionary	12.8	%
	Financial Services	28.5	%
	Materials & Processing	13.1	%

		54.4	%

Russell Real Estate Equity (*)	Morgan Stanley Prime Property	20.1	%
	INVESCO Core Real Estate-USA	17.8	%
	JPMorgan Strategic Property Fund	17.7	%
	Prudential Property Inv Separate Acct	16.8	%

		72.4	%

(*): As of September 30, 2009, real estate reports on a quarter lag

Plan assets are invested in a manner that addresses the need to generate incremental returns in the context of an appropriate risk budget, based on plan objectives, constraints, liability profile and funded status. Target allocation percentages for each asset class have been established and are outlined above. Each portfolio is managed by professional investment managers operating within specific investment guidelines.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Risk management is accomplished via several key drivers that include asset allocation targets, diversification across suitable asset classes, hedging an appropriate level of interest rate risk, and selecting prudent investment guidelines.

The Company believes that the current portfolios of plan assets reflect an appropriate level of diversification based on asset-liability studies recently conducted by outside third parties and that no significant concentrations of risk exist in any single category of assets.

Investment return assumptions for all plans have been determined by applying projected capital market return assumptions obtained from the Company's third party advisors, to plan assets on a weighted average basis, adding an active management premium where appropriate, and considering investment manager fees.

Fair Value of Plan Assets

Fair values of the Company's plan assets as of December 31, 2009 are outlined below. Certain asset classes fall into more than one fair value reporting level due to the nature of individual holdings or the source utilized to price certain assets.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Coors Trust—Fair Value Measurements as of December 31, 2009 (in millions):

			Level One			Level Two			Level Three			Total

Receivables
	Due from Brokers for Sale of Securities		$	9.7		$	—		$	—		$	9.7
	Accrued Income			5.6			—			—			5.6

Total Receivables			$	15.3		$	—		$	—		$	15.3
Investments
	Cash & Equivalents (Interest Bearing)		$	1.4		$	—		$	—		$	1.4
	Common/Collective Trusts			—			318.3			—			318.3
	Real Estate			—			—			47.2			47.2
	Corporate Stock			80.7			—			—			80.7
	Corporate Debt
		Collateralized Obligations & Mortgage
		Backed Securities ("MBS")		—			3.1			5.8			8.9
		Corporate Bonds		—			241.4			—			241.4
	Fixed Income Securities
		Government Collateralized Obligations & MBS		—			13.7			—			13.7
		Government Bonds		—			146.2			—			146.2
	Collateral Related to Securities Lending			—			70.4			—			70.4
	Other
		Municipal & Provincial Bonds		—			13.0			—			13.0
		Derivatives—Swaps		—			—			8.1			8.1
		Cash Collateral Related to Derivatives		—			—			27.2			27.2

Total Investments			$	82.1		$	806.1		$	88.3		$	976.5
Liabilities
	Collateral Due Under Securities Lending		$	—		$	(70.4	)	$	—		$	(70.4	)
	Due on Derivative Contracts			—	��		(23.4	)		(11.1	)		(34.5	)
	Due to Brokers for Securities Purchased			(102.8	)		—			(0.1	)		(102.9	)

Total Liabilities			$	(102.8	)	$	(93.8	)	$	(11.2	)	$	(207.8	)

Net Assets Available for Benefits			$	(5.4	)	$	712.3		$	77.1		$	784.0

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Following is detail on changes in asset values of Level 3 investments (in millions):

Investment	Beginning Balance		Transfers In/(Out) Beginning of Period			Purchases at Cost		Sales at Proceeds			Additional Security Related Items			Change in Unrealized Gain/(Loss)			Change in UGL Adj Due to Transfer In/(out)			Realized Gain/(Loss)			Transfers In/(Out) End of Period			Ending Balance

Real Estate	$	67.4	$	—		$	—	$	(0.7	)	$	1.3		$	(20.7	)	$	—		$	(0.1	)	$	—		$	47.2
Collateralized Obligations & MBS		24.3		0.2			7.6		(16.6	)		(2.6	)		5.5			(0.7	)		(1.0	)		(10.9	)		5.8
Derivatives—Swaps		38.5		—			0.4		(3.5	)		—			(27.3	)		(2.9	)		2.9			—			8.1
Cash Collateral Related to Derivatives		—		—			30.1		(3.0	)		—			—			—			—			—			27.2
Due on Derivative Contracts		—		(12.8	)		98.0		(96.2	)		—			—			—			—			—			(11.1	)
Due to Brokers for Securities Purchased		—		(0.6	)		—		—			—			(0.1	)		0.6			—			—			(0.1	)

Total	$	130.2	$	(13.2	)	$	136.1	$	(120.0	)	$	(1.3	)	$	(42.6	)	$	(3.0	)	$	1.8		$	(10.9	)	$	77.1

Miller Trust—Fair Value Measurements as of December 31, 2009 (in millions):

			Level One			Level Two			Level Three		Total

Receivables
	Due from Brokers for Sale of Securities		$	3.0		$	—		$	—	$	3.0
	Accrued Income			4.6			—			—		4.6

Total Receivables			$	7.6		$	—		$	—	$	7.6
Investments
	Common/Collective Trusts		$	—		$	559.2		$	28.9	$	588.1
	Mutual Funds			20.6			—			—		20.6
	Corporate Debt
		Collateralized Obligations & MBS		—			255.4			—		255.4
		Corporate Bonds		—			1.0			—		1.0
		Asset Backed Securities		—			5.0			—		5.0
		Short Term Notes		—			—			0.4		0.4
	Fixed Income Securities
		Government Bonds		—			11.1			—		11.1
	Municipal & Provincial Bonds			—			9.9			—		9.9

Total Investments			$	20.6		$	841.6		$	29.3	$	891.5
Liabilities
	Due on Derivative Contracts		$	(0.9	)	$	(0.2	)	$	—	$	(1.1	)

Total Liabilities			$	(0.9	)	$	(0.2	)	$	—	$	(1.1	)

Net Assets Available for Benefits			$	27.3		$	841.4		$	29.3	$	898.0

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Following is detail on changes in asset values of Level 3 investments:

Investment	Beginning Balance		Purchases at Cost		Sales at Proceeds			Realized Gain/(Loss)			Unrealized Gain/(Loss) Change Market Value			Ending Balance

Common/Collective Trusts (Real Estate Funds)	$	45.0	$	—	$	(2.1	)	$	(0.2	)	$	(13.8	)	$	28.9
Non-Gov't Backed CMO's & MBS		0.4		—		—			—			—			0.4

Total	$	45.4	$	—	$	(2.1	)	$	(0.2	)	$	(13.8	)	$	29.3

Valuation Techniques

Detailed below are the valuation techniques used to determine the fair value of the various types of plan assets:

Cash & Equivalents (Level 1)—Includes interest and non-interest bearing cash (as well as certificates of deposit which are assigned a Level 2 and outlined below). Valued at cost.

Corporate Stock (Level 1)—Valued using the official close, last trade, bid, or ask price (all readily observable inputs) reported on the active market or exchange on which the individual securities are traded.

Derivatives—Futures (Level 1)—Valued using exchange traded quotes that are readily observable in the market.

Mutual Funds (Level 1)—Mutual funds are investment companies registered under the Investment Company Act of 1940 that pool the capital of many investors. They are valued using the official close, last trade, bid, or ask price (all readily observable inputs) reported on the active market or exchange on which the funds are traded.

Certificates of Deposit (Level 2)—Classified under cash and cash equivalents. Priced using spreads off various interest rate curves (e.g., LIBOR, government) obtained from dealer quotes and therefore are indirectly observable.

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

Corporate Debt (Level 2)—Comprised of asset backed securities, commercial mortgage-backed securities, commercial paper, and corporate bonds. Corporate debt instruments that are non-government backed collateralized mortgage obligations are classified as Level 3 and are noted below. Priced by brokers based on structured product markets, interest rate movements, new issue information, issuer ratings, dealer quotes, trade prices, etc., which are either directly or indirectly observable.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Fixed Income Securities (Level 2)—Comprised of government agencies, government bonds, government mortgage backed securities, guaranteed fixed income securities, index-linked government bonds and short-term bills and notes. Priced based on dealer quotes, bond market activity, trade execution data, interest rate movements and volatilities, LIBOR/Swap forward curves, credit spreads which are either directly or indirectly observable.

Investment of Collateral (Related to Securities Lending) (Level 2)—Consists of an investment in a cash collateral commingled fund holding government bonds, government agency securities, letters of credit, repurchase agreements and cash equivalents. Valued at the closing price reported on the active market on which the individual securities are traded using an institutional bid evaluation or institutional mid evaluation, observable only indirectly via the fund manager by fund participants.

Municipal/Provincial Bonds (Level 2)—Priced using data obtained from market makers, brokers, dealers and analysts. Data includes information on current trades, bid-wanted lists and offerings, general information on market movement, direction, trends and specific data on specialty issues.

Derivatives—Swaps/Options/Swaptions (Level 2)—Priced using relatively observable inputs including yields, interest rate curves and spreads. Exchange traded derivatives are typically priced using the last trade price representing the last price at which the security was last traded on the exchange.

Non-Government Backed Collateralized Mortgage Obligations (Level 3)—Are classified as corporate debt but assigned Level 3; all other corporate debt instruments are classified as Level 2. Priced by brokers based on structured product markets, interest rate movements, new issue information, issuer ratings, dealer quotes, trade prices, etc., which are neither directly or indirectly observable.

Real Estate/Real Estate Funds (Level 3)—Valued by the investment managers and independent appraisers on a periodic basis. Data is not readily observable.

Derivatives—Swaps/Options/Swaptions—Are classified as Level 3 only if priced by the investment manager holding the instrument since this information is not directly observable.

Cash Collateral Related to Derivatives—Collateral held by the investment manager or counterparty on derivative contracts that are priced by the investment manager, and as with derivatives that are priced by the investment manager and classified as Level 3, are not directly observable.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Pension Expense

The following represents the Company's net periodic pension cost (in millions):

		Year ended December 31, 2009			Six months ended December 31, 2008

Components of net periodic pension cost:
	Service cost	$	17.1		$	11.4
	Interest cost		126.1			63.3
	Expected return on assets		(122.1	)		(69.3	)
	Amortization of prior service cost		3.5			2.3
	Amortization of actuarial loss		47.1			5.7
	Curtailment loss/(gain), including termination benefits		24.0			(0.5	)

Net periodic pension cost		$	95.7		$	12.9

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

	Coors Trust									Miller Trust

	For the years ended									For the years ended
	December 31, 2009			December 31, 2008			July 1, 2008			December 31, 2009			December 31, 2008			July 1, 2008
Weighted average assumptions:
Discount rate (1)		5.57	%		6.22	%		6.70	%		5.78	%		6.17	%		6.80	%
Expected return on plan assets		7.40	%		7.80	%		7.80	%		7.70	%		7.84	%		8.28	%
Rate of compensation increases		3.00	%		3.00	%		3.00	%		3.50	%		3.50	%		3.50	%

(1): Rate utilized, as determined separately for the Coors Trust and the Miller Trust using the Citigroup Pension Liability Index and combined projected cash flows from each trust's pension and other post retirement plans, at year-end for the following year's pension expense and related balance sheet amounts at current year-end.

Contributions

The Company expects that its contributions to the plans will be in the range of $100 million to $120 million during 2010.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Benefit Payments

The following benefits are expected to be paid by the plans for the years ending December 31 as follows (in millions):

Years ending December 31

2010	$	157.8
2011		139.8
2012		143.5
2013		148.1
2014		153.1
2015-2019		830.3

The most recent valuation of the pension plans was completed by an independent actuary as of December 31, 2009.

Pension Plan Curtailment and Special Termination Benefits

As part of collective bargaining in 2009, cessation of benefit accruals were negotiated to occur when the current labor agreements expire for hourly union employees at the Eden, Trenton and Leinenkugel breweries. This resulted in a curtailment loss of $22.5 million which is reflected in the net periodic pension cost.

Certain employees at the Golden brewery whose jobs were eliminated in 2009 were granted service to reach significant retirement milestones. This resulted in a $1.5 million special termination benefit which is reflected in net periodic pension cost.

Effective December 31, 2008, benefits were frozen for all employees who were former salaried exempt employees of Coors as well as former salaried non-exempt and hourly non-union employees of Coors who were hired after December 31, 2007. This resulted in a curtailment gain of $2.4 million and is reflected in net periodic pension cost in 2008.

Certain employees meeting specified age and service requirements, and whose jobs were eliminated due to the MillerCoors joint venture were granted additional service credits under the plans. The cost of these special termination benefits equaled $1.9 million and is reflected in net periodic pension cost in 2008.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

Change in Accumulated Other Comprehensive Loss

Changes in pension plan assets and benefit obligations recognized in accumulated other comprehensive loss for year ended December 31, 2009 and six months ended December 31, 2008 were as follows:


Accumulated other comprehensive loss as of July 1, 2008:		$	343.7
	Amortization of prior service credit		(2.3	)
	Amortization of actuarial loss		(5.7	)
	Current period actuarial loss		445.3
	Curtailments		0.5

Accumulated other comprehensive loss as of December 31, 2008:		$	781.5
	Amortization of prior service credit		(3.5	)
	Amortization of actuarial loss		(47.1	)
	Current period actuarial loss		50.1
	Prior service cost/plan amendments		5.9
	Curtailments		(22.5	)

Accumulated other comprehensive loss as of December 31, 2009:		$	764.4

Multi-employer Plan

The Company and Pabst Brewing Company ("Pabst") are responsible for the Milwaukee Brewery Workers' Pension Plan. In connection with Pabst's closure of its Milwaukee, Wisconsin brewery and its contract brewing agreement with the Company, Pabst entered into a Withdrawal Liability Settlement Agreement which requires annual payments by Pabst to this pension plan of approximately $4.0 million until 2013. In the event that Pabst is unable to fulfill its pension plan obligation, the plan would have recourse to all the assets of Pabst and its parent company. If such assets do not satisfy Pabst's remaining pension obligation, the Company would be obligated to fund the remaining Pabst withdrawal liability until 2013.

In accordance with FASB guidance, in a multiemployer plan, an employer treats the plan as a defined contribution plan and recognizes expense when contributions are made. Contributions by the Company to the multi-employer plan for the year ended December 31, 2009 and six months ended December 31, 2008 are $6.2 million and $2.6 million, respectively, and were recognized as expense during the year.

Defined Contribution Plan

Essentially all employees of the Company are covered by a qualified defined contribution plan, the provisions of which vary by employee group. Contributions by the Company to qualified defined contribution plans for the year ended December 31, 2009 and six months ended December 31, 2008, are $35.0 million and $12.0 million, respectively.

The Company provides a non-qualified defined contribution plan designed to provide allocations to executives with annual earnings exceeding the Internal Revenue Service ("IRS") compensation limit for qualified plans. The plan provides an allocation of 9% of compensation earned above the IRS

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Employee Retirement Plans (Continued)

compensation limit. Contributions of $1.1 million were made by the Company to this plan for the year ended December 31, 2009. No contributions were made to this plan for the six months ended December 31, 2008.

12. Postretirement Benefits

The Company has postretirement plans that provide medical benefits and life insurance and, in some cases, dental and vision coverage for retirees and eligible dependents. The plans are not funded. The Company's postretirement health plan qualifies for the federal subsidy under the Medicare Prescription Drug Improvement and Modernization Act of 2003 ("the Act") because the prescription drug benefits provided under the Company's postretirement health care plan for Medicare eligible retirees generally require lower premiums from covered retirees and have lower copayments and deductibles than the benefits provided in Medicare Part D and, accordingly, are actuarially equivalent to or better than, the benefits provided under the Act. The net benefits paid for the year ended December 31, 2009 and the six months ended December 31, 2008, including prescription drugs, are $42.0 million and $19.2 million, respectively. No subsidies were received in 2009, and a subsidy of $0.5 million was received in 2008.

The Company's net periodic postretirement benefit cost and changes in the projected benefit obligation of the postretirement benefit plans are as follows (in millions):

		Year ended December 31, 2009			Six months ended December 31, 2008

Components of net periodic postretirement benefit cost:
	Service cost	$	12.2		$	5.4
	Interest cost		42.8			21.8
	Amortization of prior service credit		(5.7	)		(2.8	)
	Amortization of actuarial loss		8.2			2.4
	Special termination benefits/curtailment loss		0.8			1.0

Net periodic postretirement benefit cost		$	58.3		$	27.8
							��

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Postretirement Benefits (Continued)

		December 31, 2009			December 31, 2008

Change in projected benefit obligation:
	Projected benefit obligation, January 1, 2009 and July 1, 2008	$	719.2		$	665.7
	Service cost		12.2			5.4
	Interest cost		42.8			21.8
	Plan amendments		(2.0	)		(1.0	)
	Actuarial (gain)/loss		(100.6	)		45.5
	Special termination benefits/curtailment loss		0.8			1.0
	Benefits paid		(42.0	)		(19.2	)

	Projected benefit obligation, at end of year	$	630.4		$	719.2

Change in plan assets:
	Fair value of assets, January 1, 2009 and July 1, 2008	$	—		$	—
	Employer contributions		42.0			19.2
	Benefits paid		(42.0	)		(19.2	)

Fair value of plan assets, at end of year		$	—		$	—

Funded status at end of year:
	Projected benefit obligation	$	(630.4	)	$	(719.2	)
	Fair value of plan assets		—			—

Funded status—underfunded		$	(630.4	)	$	(719.2	)

Amounts recognized in the consolidated balance sheets:
	Current liabilities	$	(43.7	)	$	(53.6	)
	Noncurrent liabilities		(586.7	)		(665.6	)

Total		$	(630.4	)	$	(719.2	)

Amounts included in accumulated other comprehensive (income) loss:
	Net actuarial loss	$	25.5		$	134.3
	Prior service benefit		(27.1	)		(30.8	)

Total		$	(1.6	)	$	103.5

The estimated prior service benefit and net actuarial loss for defined benefit postretirement plans that will be amortized from accumulated other comprehensive loss into net periodic postretirement benefit cost over the next year are ($6.0) million and $1.2 million, respectively. The obligations under these plans were determined by the terms of the plans, together with the relevant actuarial assumptions and health care cost trend rates. These assumptions have been determined separately for retirees who

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Postretirement Benefits (Continued)

were former employees of Coors and retirees who were former employees of Miller and are detailed in the table below.

	Year ended December 31, 2009

	Former Employees of Coors	Former Employees of Miller
Discount Rate	5.57%	5.78%
Health Care Cost Trend Rate	Ranging ratable from 7.8% in 2010 to 5.0% in 2019	Ranging ratable from 7.5% in 2010 to 5.0% in 2019

	Six months ended December 31, 2008

	Former Employees of Coors	Former Employees of Miller
Discount Rate	6.22%	6.17%
Health Care Cost Trend Rate	Ranging ratable from 8.3% in 2009 to 5.0% in 2022	Ranging ratable from 8.2% in 2009 to 5.0% in 2022

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

	1% Increase		1% Decrease

Effect on total of service and interest cost components	$	6.0	$	(5.1	)
Effect on postretirement benefit obligation		51.2		(46.1	)

Benefit Payments

The following benefits are expected to be paid by the plans for the years ending December 31 as follows (in millions):

Years ending December 31

2010	$	43.7
2011		44.6
2012		44.5
2013		44.5
2014		44.9
2015-2019		232.8

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Postretirement Benefits (Continued)

Change in Accumulated Other Comprehensive (Income)/Loss

Changes in postretirement benefit plan assets and benefit obligations recognized in other comprehensive (income)/loss for the year ended December 31, 2009 and the six months ended December 31, 2008, were as follows:


Accumulated other comprehensive loss as of July 1, 2008:		$	58.6
	Amortization of prior service credit		2.8
	Amortization of actuarial loss		(2.4	)
	Current period actuarial loss		45.5
	Curtailments		(1.0	)

Accumulated other comprehensive loss as of December 31, 2008:		$	103.5
	Amortization of prior service credit		5.7
	Amortization of actuarial loss		(8.2	)
	Current period actuarial gain		(100.6	)
	Prior service credit/plan amendments		(2.0	)

Accumulated other comprehensive income as of December 31, 2009:		$	(1.6	)

Current Period Actuarial Gain

The $100.6 million actuarial gain recognized during the year is primarily driven by a favorable change in the expected benefit claims assumption in the Miller postretirement benefit plans. The change is based on favorable historical trends in the benefit claims.

Postretirement Curtailment and Special Termination Benefits

Certain employees at the Golden brewery whose jobs were eliminated in 2009 were granted service to reach significant retirement milestones. This resulted in a $0.8 million special termination benefit which is reflected in net periodic postretirement benefit cost.

13. Debt

The Company's total long-term borrowings are comprised of the following (in millions):

		December 31, 2009		December 31, 2008

RMMC joint venture 7.2% notes due 2013		$	18.2	$	22.7
RMMC joint venture borrowings due 2011			16.0		16.0
Promissory notes			3.2		3.5

	Total long-term debt (including current portion)		37.4		42.2
Less: Current portion of long-term debt			4.6		4.5

	Long-term debt	$	32.8	$	37.7

On January 24, 2002 and July 1, 2002, RMMC completed the private placement of $50 million principal amount of 7.2% senior notes (Series A and B, respectively), due 2013. The senior notes were amended on August 31, 2004 which effectively changed the notes from secured to unsecured. The notes

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13. Debt (Continued)

include semi-annual prepayments of principal, as well as optional prepayments and redemption provisions (make-whole provisions). The optional pre-payment and redemption price is equal to the 100% of the principal amount paid, interest accrued thereon, as well as the make-whole amount.

On July 25, 2008, RMMC entered into a credit agreement with Deutsche Bank in the amount of $16 million. The loan is guaranteed by Molson Coors and comes due on December 25, 2011. This loan bears interest at a variable rate which resets quarterly based on three month LIBOR plus a spread of 1.21%. The all-in rate at December 31, 2009 was 1.50%. Interest is paid quarterly. Terms of the agreement allow for partial or complete prepayment of the loan without penalty.

The Company holds promissory notes with Ball Corporation in regard to a loan agreement established as part of the RMMC joint venture. The notes are the result of certain tax benefits received by Ball Corporation from the depreciation of assets purchased by the Company. A calculation is performed annually to determine if a loan is made to or from Ball based on the most recent tax filings. Loans made by the Company to Ball are immaterial in amount and netted against the loans from Ball. The notes will become due at the earlier of (i) tax benefits are no longer received by Ball, (ii) the dissolution of RMMC or (iii) an event of default. Payments against this balance are not expected to be made in the foreseeable future.

As of December 31, 2009, the aggregate principal debt maturities of long-term debt borrowings for the next five fiscal years are as follows (in millions):


2010	$	4.6
2011		20.5
2012		4.6
2013		4.5
2014		—
Thereafter		3.2

Total	$	37.4

As of December 31, 2009, the Company was in compliance with the terms of its debt facilities.

14. Transactions with Affiliates

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

The Company participates in four service agreement arrangements that began on July 1, 2008. These agreements are with Miller and Molson Coors, in which the Company serves as both the recipient and provider of services. Each service agreement is made between the two respective parties only. However, for the services supplied to Miller, this also includes Miller Brewing International and other subsidiaries of Miller. For the services supplied to Molson Coors, this also includes Coors Brewing International and other subsidiaries of Molson Coors. Service agreement charges to Miller for the year ended December 31, 2009 and six months ended December 31, 2008 are $1.5 million and $0.8 million, respectively. Service agreement and other charges to Molson Coors for the year ended December 31, 2009 and six months ended December 31, 2008 are $1.4 million and $0.6 million,

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14. Transactions with Affiliates (Continued)

respectively. Service agreement and other costs from Molson Coors for the year ended December 31, 2009 and six months ended December 31, 2008 are $12.7 million and $5.8 million, respectively.

Outside of the service agreement, affiliate transactions relate mainly to beer purchases and sales. The Company recorded sales of $68.9 million and $32.4 million for the year ended December 31, 2009 and six months ended December 31, 2008, respectively, under a contract brewing relationship with Miller Brewing International. The Company recorded sales of beer to Molson Coors of $9.9 million and $2.9 million for the year ended December 31, 2009 and six months ended December 31, 2008, respectively.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14. Transactions with Affiliates (Continued)

The Company recorded purchases of beer of $37.9 million and $51.3 million for the year ended December 31, 2009 and six months ended December 31, 2008, respectively, from Molson Coors. The Company also recorded purchases of beer from SABMiller in the amount of $40.4 million and $22.2 million for the year ended December 31, 2009 and six months ended December 31, 2008, respectively.

During the year ended December 31, 2009 and six months ended December 31, 2008, the Company sold $6.9 million and $10.1 million, respectively, of hops to SABMiller and subsidiaries.

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

RMMC is a joint venture with Ball Corporation in which the Company holds a 50% interest. Costs recorded for services provided to RMMC from Ball Corporate were $7.6 million and $3.7 million for the year ended December 31, 2009 and for the six months ended December 31, 2008, respectively.

RMBC is a joint venture with Owens in which, as of December 22, 2009, the Company holds a 50% interest following the consent by Owens on the assignment by Molson Coors of its equity interest in RMBC to the Company. Transactions between RMBC and Owens for the year ended December 31, 2009 and the six months ended December 31, 2008 were not significant.

Amounts due from affiliates are as follows (in millions):

	December 31, 2009		December 31, 2008

Miller Brewing Company and subsidiaries	$	22.1	$	25.4
Molson Coors and subsidiaries		5.0		13.2
SABMiller and subsidiaries		2.2		1.3

	$	29.3	$	39.9

Amounts due from Miller Brewing Company represent amounts receivable under the contract brewing arrangement with Miller Brewing International, the service agreement and other charges for goods and services incurred on its behalf. Amounts due from Molson Coors relate to costs associated with export beer production, the service agreement, and other charges for goods and services incurred on its behalf. Amounts due from SABMiller are mainly associated with hops sales and guarantee fee income.

Amounts due to affiliates are as follows (in millions):

	December 31, 2009		December 31, 2008

Molson Coors and subsidiaries	$	10.6	$	28.0
Miller Brewing Company and subsidiaries		—		3.5
SABMiller and subsidiaries		4.4		3.4
Other		5.0		1.5

	$	20.0	$	36.4

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14. Transactions with Affiliates (Continued)

Amounts due to Molson Coors relate mainly to the purchase of beer and charges for services provided under the service agreement. Amounts due to Miller include amounts owed for charges for goods and services incurred on its behalf. Amounts due to SABMiller mainly include purchases of beer and royalties. Other includes amounts owed to Graphic Packaging Corporation ("GPC"), a related party. The Company recorded costs of $231.4 million and $98.9 million for the purchase of packaging materials from GPC for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively.

15. Commitments and Contingencies

The Company leases certain facilities and equipment under non-cancelable agreements pertaining to land and buildings, machinery and equipment, and vehicles accounted for as operating leases. The commitments are with numerous vendors and the term of each commitment can vary in length from one to fifteen years. Future minimum lease payments under these leases as of December 31, 2009 are as follows (in millions):

Years ending December 31

2010	$	12.3
2011		11.5
2012		8.7
2013		6.1
2014		4.9
Thereafter		35.5

Total	$	79.0

Total rent expense was $19.2 million and $10.3 million for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively.

The minimum lease payments above have not been reduced by minimum sublease rentals of $2.6 million due in the future under non-cancelable subleases.

Supply Contracts

The Company has various long-term supply contracts with unrelated third parties to purchase certain materials used in the production and packaging of its products. The contracts are generally at market rate and the terms generally stipulate that the Company must use the designated supplier for an expected minimum percentage of its annual purchase requirements of the specified material. However, the Company is generally not obligated to make any purchases unless it requires supplies of such materials. Supply contracts outstanding as of December 31, 2009 for malts, bottles, labels and cans expire in various years through 2015.

Advertising and Promotions

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

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

15. Commitments and Contingencies (Continued)

As of December 31, 2009, the future commitments are as follows (in millions):

Years ending December 31

2010	$	400.1
2011		99.1
2012		69.0
2013		40.8
2014		27.1
Thereafter		103.9

Total	$	740.0

Capital Commitments

The Company has entered into various commitments pertaining to capital expenditures. The commitments are with numerous vendors and the term of each commitment can vary in length from one to several years. As of December 31, 2009, the minimum obligations under these commitments totaled $75.3 million, with terms ranging from one to three years.

Environmental

Periodically, the Company is involved in various environmental matters. Although it is difficult to predict the Company's liability with respect to these matters, future payments, if any, would be made over a period of time in amounts that would not be material to the Company's financial position or results of operations. The Company believes that adequate reserves have been provided for environmental costs that are probable as of December 31, 2009.

Letters of Credit

As of December 31, 2009, the Company had approximately $25.1 million outstanding in letters of credit with financial institutions. These letters expire at different points in 2010 and contain a feature that automatically renews the letter for an additional year if no cancellation notice is submitted. These letters of credit are being maintained as security for insurance arrangements.

Litigation and Other Disputes

The Company and its subsidiaries are involved in disputes and legal actions arising in the ordinary course of business. While it is not feasible to predict or determine the outcome of these proceedings, management believes, based on a review with legal counsel, none of these disputes and legal actions is expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters, may arise from time to time that may harm the Company. The Company believes adequate reserves have been provided for probable legal costs as of December 31, 2009.

Multi-employer Pension Plan

On November 24, 2009, the Company received a letter from the trustees of the Milwaukee Brewery Worker's Pension Plan rejecting the company's position that the joint venture transaction

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

15. Commitments and Contingencies (Continued)

qualified as exempt under Employee Retirement Income Security Act ("ERISA") section 4204. ERISA Section 4204 provides that, if certain conditions are met, the sale of assets of a participating employer will not be considered a withdrawal and, therefore, the seller is exempt from withdrawal liability. However, the trustees did not assess withdrawal liability. Rather, the trustees invited the Company to enter into discussions regarding a mutually satisfactory resolution of the Plan's withdrawal liability claims. Because the trustees have invited such discussions, the Company believes that a withdrawal assessment is not probable and therefore has not provided for a liability in the consolidated financial statements.

Guarantees

In August 2003, SABMiller issued $300.0 million 6.625% guaranteed notes, which are guaranteed by the Company. The notes mature on August 15, 2033. The notes are redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the make-whole amount. In addition, the notes are redeemable in whole but not in part at the option of the issuer upon occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption.

Pabst Contract Brewing

The Company has a contract brewing arrangement with Pabst in which the Company brews the majority of Pabst's products. Revenues earned in the contract brewing arrangement are included within sales in the consolidated statements of operations and comprehensive income (loss) and were approximately $453.1 million and $226.5 million for the year ended December 31, 2009 and the six months ended December 31, 2008, respectively.

In addition, the Company has a $120.0 million note receivable from Pabst, which matures on June 29, 2012. Interest income is earned on the note at an annual rate of 10.75% and is payable to the Company only upon the maturity of the note receivable; as such, approximately $42.2 and $26.5 million of accrued interest is outstanding as of December 31, 2009 and 2008, respectively.

16. Share-Based Payments

As of December 31, 2009, the Company had two share-based compensation plans.

Share appreciation rights ("SARs")

The Company issues SARs to certain employees that are granted with an exercise price equal to the fair value of a share of its internally valued stock on the date of grant. The shares are valued using the income and market approaches. The SARs have a term of seven years and vest proportionally over 2¹/2 to 5 years depending on the specific issuance. The Company values the SARs using the Black-Scholes value model. As the SARs are settled in cash, the Company accounts for the awards on a liability basis.

Performance shares

Performance shares are granted to certain employees and are based on achieving certain performance targets at the end of the performance period. The ultimate number of performance shares

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

16. Share-Based Payments (Continued)

awarded will be determined at the close of the performance period based on the performance against the pre-determined targets for the specific grant. Employees will receive a cash payment based on the number of performance shares earned at the fair value at the vesting date.

During the year ended December 31, 2009 and the six months ended December 31, 2008, respectively, the Company granted 1,859,294 and 2,015,050 performance shares. These performance shares will be earned if the Company achieves certain financial targets for the year ending December 31, 2011 for the 2009 issuance and December 31, 2010 for the 2008 issuance. Based on actual results to date, the Company is accruing the performance shares at 136% of the targeted payout level for the 2008 issuance and 131% for the 2009 issuance. There were 1,791,606 and 1,969,000 unvested shares at December 31, 2009 and 2008, respectively. The weighted average fair value of the unvested awards at December 31, 2009 and 2008 was $10.50 and $10.15 per share, respectively. The fair value of the performance shares will be expensed over the performance period for the shares that are expected to ultimately vest. At December 31, 2009 and 2008, there was $53.6 million and $38.2 million of unrecognized compensation cost related to the unvested shares based on the maximum payout of 200%.

The following table summarizes components of the cash-based compensation recorded as expense (in millions):

	Year ended December 31, 2009		Six months ended December 31, 2008

SARs	$	8.4	$	3.4
Performance Shares		23.4		2.0

Total	$	31.8	$	5.4

The fair value of SARs granted in 2009 and 2008 was determined on the date of grant using the Black-Scholes model with the following weighted-average assumptions:



Expected life (in years)	4.0		4.0
Expected volatility	30.0	%	30.0	%
Dividend yield	0	%	0	%
Risk-free interest rate	1.88	%	1.19	%

The risk-free interest rate utilized is based on the yield on a U.S. Government Bond with a maturity equal to the term of the grant. Expected volatility is based on comparable company volatility in the last three years. The dividend yield is 0% due to the internally valued shares not paying dividends. The expected life is estimated based upon observations of historical employee option exercise patterns and trends of that of the Shareholders.

MillerCoors LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

16. Share-Based Payments (Continued)

SARs outstanding as of December 31, 2009 and the changes during the year are presented below:

							SARs exercisable

	SARs		Weighted average grant date fair value		Aggregate intrinsic value (in millions)		Shares		Weighted average exercise price		Aggregate intrinsic value (in millions)
Outstanding as of December 31, 2008		5,578,896	$	10.00	$	0.8		—	$	—	$	—
Granted		801,114		9.29
Exercised		—		—
Forfeited		—		—

Outstanding as of December 31, 2009		6,380,010	$	9.91	$	3.8		1,328,718	$	9.87	$	0.8

The following summarizes information about SARs outstanding as of December 31, 2009:

SARs outstanding							SARs exercisable

Range of exercise prices	Shares		Weighted average remaining contractual life (years)		Weighted average exercise price		Shares		Weighted average remaining contractual life (years)		Weighted average exercise price
$9.29—$10.00		6,380,010		5.1	$	9.91		1,328,718		5.2	$	9.87

The summary of unvested SARs activity for the year ended December 31, 2009 and the six months ended December 31, 2008 is as follows:

		2009					2008

		Shares			Weighted average grant date fair value		Shares		Weighted average grant date fair value
Non-vested as of January 1, 2009 and July 1, 2008, respectively			5,578,896					—
	Granted		801,114		$	2.11		5,578,896	$	2.75
	Vested		(1,328,718	)				—
	Exercised		—					—
	Forfeited		—					—

Non-vested as of December 31, 2009 and 2008, respectively			5,051,292					5,578,896

As of December 31, 2009, the total compensation cost related to nonvested SARs not yet recognized was $7.5 million. This compensation expense is expected to be recognized over a weighted average period of approximately 3.1 years.

17. Subsequent Event

On January 11, 2010, the Company, acquired certain distribution rights, inventory and certain other items as specified in the agreement, of Western Beverage Distributing of Colorado for $61.5 million. The distribution rights acquired covered a territory consistent with the Company's current coverage of the major metropolitan Denver area and mainly were for distribution of the Company's brands in this area.

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Exhibit 99

Report of Independent Registered Public Accounting Firm
MillerCoors LLC and Subsidiaries Consolidated Balance Sheets (In millions, except shares)
MillerCoors LLC and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) (In millions)
MillerCoors LLC and Subsidiaries Consolidated Statements of Cash Flows (In millions)
MillerCoors LLC and Subsidiaries Consolidated Statements of Shareholders' Investment (In millions)
MillerCoors LLC and Subsidiaries Notes to Consolidated Financial Statements

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Molson Coors Beverage (TAP) 10-K2009 FY Annual report

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