Molson Coors Beverage (TAP) 10-Q 5 May 10 2010 Q1 Quarterly report Financial data

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data	3 Months Ended Mar. 27, 2010	3 Months Ended Mar. 29, 2009
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Sales	$947	824.2
Excise taxes	(286)	-265.2
Net sales	661	559
Cost of goods sold	-404.4	-346.1
Gross profit	256.6	212.9
Marketing, general and administrative expenses	-237.5	-182.6
Special items, net	-2.6	-10.2
Equity income in MillerCoors	91	97.1
Operating income	107.5	117.2
Interest expense, net	-24.4	-19.9
Other expense, net	-8.6	-18.5
Income from continuing operations before income taxes	74.5	78.8
Income tax (expense) benefit	-11.7	1.3
Income from continuing operations	62.8	80.1
Income (loss) from discontinued operations, net of tax	42.6	-3.9
Net income	105.4	76.2
Less: Net income attributable to noncontrolling interests	-0.8	-0.5
Net income attributable to Molson Coors Brewing Company	104.6	75.7
Basic income (loss) attributable to Molson Coors Brewing Company per share:
From continuing operations (in dollars per share)	0.33	0.43
From discontinued operations (in dollars per share)	0.23	-0.02
Basic net income per share (in dollars per share)	0.56	0.41
Diluted income (loss) attributable to Molson Coors Brewing Company per share:
From continuing operations (in dollars per share)	0.33	0.43
From discontinued operations (in dollars per share)	0.23	-0.02
Diluted net income per share (in dollars per share)	0.56	0.41
Weighted average shares - basic (in shares)	185.5	183.8
Weighted average shares - diluted (in shares)	187.2	184.9
Amounts attributable to Molson Coors Brewing Company
Income from continuing operations, net of tax	62	79.6
Income (loss) from discontinued operations, net of tax	42.6	-3.9
Net income attributable to Molson Coors Brewing Company	104.6	75.7

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	Mar. 27, 2010	Dec. 26, 2009
Current assets:
Cash and cash equivalents	656.6	734.2
Accounts receivable, net	455.8	566.7
Other receivables, net	211.2	150.5
Inventories:
Finished, net	103.2	111.1
In process	17.7	18.3
Raw materials	41.1	43.6
Packaging materials, net	62.5	63.2
Total inventories, net	224.5	236.2
Other assets, net	75.1	65.3
Discontinued operations	2.1	9.9
Total current assets	1625.3	1762.8
Properties, net	1262.5	1292.5
Goodwill	1443.5	1,475
Other intangibles, net	4590.5	4534.7
Investment in MillerCoors	2724.5	2613.6
Deferred tax assets	174.8	177.9
Notes receivable, net	43.3	48.7
Other assets	116.1	115.9
Total assets	11980.5	12021.1
Current liabilities:
Accounts payable	184.5	210.3
Accrued expenses and other liabilities	696.1	745
Deferred tax liabilities	184.5	167.1
Current portion of long-term debt and short-term borrowings	300	300.3
Discontinued operations	112	158.2
Total current liabilities	1477.1	1580.9
Long-term debt	1436.6	1412.7
Pension and post-retirement benefits	792	823.8
Derivative hedging instruments	393.9	374.2
Deferred tax liabilities	446	468
Unrecognized tax benefits	65.2	65
Other liabilities	186.3	185
Discontinued operations	18.2	18.7
Total liabilities	4815.3	4928.3
Capital stock:
Preferred stock, non-voting, no par value (authorized: 25.0 shares; none issued)	0	0
Paid-in capital	3492.2	3441.5
Retained earnings	2794.7	2734.9
Accumulated other comprehensive income	19.2	20.7
Total Molson Coors Brewing Company stockholders' equity	7151.4	7079.6
Noncontrolling interests	13.8	13.2
Total equity	7165.2	7092.8
Total liabilities and equity	11980.5	12021.1
Class A Common Stock
Capital stock:
Common stock	0	0
Class B Common Stock
Capital stock:
Common stock	1.6	1.6
Class A Exchangeable Stock
Capital stock:
Exchangeable shares	115	119.1
Class B Exchangeable Stock
Capital stock:
Exchangeable shares	728.7	761.8

1_CONDENSED CONSOLIDATED BALANC

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $)
Share data in Millions, except Per Share data	Mar. 27, 2010	Dec. 26, 2009
Preferred stock, non-voting, no par value (in dollars per share)	$0	$0
Preferred stock, non-voting, authorized shares	25	25
Preferred stock, non-voting, issued shares	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	0.01	0.01
Common stock, authorized shares	500	500
Common stock, issued shares	2.7	2.6
Common stock, outstanding shares	2.7	2.6
Class B Common Stock
Common stock, par value (in dollars per share)	0.01	0.01
Common stock, authorized shares	500	500
Common stock, issued shares	160.5	159.4
Common stock, outstanding shares	160.5	159.4
Class A Exchangeable Stock
Exchangeable shares, issued shares	3.1	3.2
Exchangeable shares, outstanding shares	3.1	3.2
Class B Exchangeable Stock
Exchangeable shares, issued shares	19.4	20.2
Exchangeable shares, outstanding shares	19.4	20.2

2_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	3 Months Ended Mar. 27, 2010	3 Months Ended Mar. 29, 2009
Cash flows from operating activities:
Net income	105.4	76.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	47	44.4
Share-based compensation	8.9	3.3
Loss on sale or impairment of properties and intangibles	1.3
Deferred income taxes	3.3	-1.6
Equity income in MillerCoors	(91)	-97.1
Distributions from MillerCoors	91	84
Equity in net income of unconsolidated affiliates	-2.1	-1.8
Excess tax benefits from share-based compensation	-0.5	-15.2
Change in current assets and liabilities and other	-34.7	-91.3
(Gain) loss from discontinued operations	-42.6	3.9
Net cash provided by operating activities	86	4.8
Cash flows from investing activities:
Additions to properties	(23)	-19.6
Proceeds from sales of properties and intangible assets	1.5	2.1
Investment in MillerCoors	-298.2	-67.2
Return of capital from MillerCoors	199.5
Deconsolidation of Brewers' Retail, Inc.		-26.1
Trade loan repayments from customers	4.3	3.2
Trade loans advanced to customers	-2.5	-2.8
Net cash used in investing activities	-118.4	-110.4
Cash flows from financing activities:
Exercise of stock options under equity compensation plans	4.8	1.5
Excess tax benefits from share-based compensation	0.5	15.2
Dividends paid	-44.7	-36.8
Payments on long-term debt and capital lease obligations		-0.1
Proceeds from short-term borrowings	3.1	9.6
Payments on short-term borrowings		-7.7
Change in overdraft balances and other	(3)	4.8
Net cash used in financing activities	-39.3	-13.5
Cash and cash equivalents:
Net decrease in cash and cash equivalents	-71.7	-119.1
Effect of foreign exchange rate changes on cash and cash equivalents	-5.9	-2.7
Balance at beginning of year	734.2	216.2
Balance at end of period	656.6	94.4

BASIS OF PRESENTATION

BASIS OF PRESENTATION
	3 Months Ended Mar. 27, 2010
BASIS OF PRESENTATION
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION Unless otherwise noted in this report, any description of we, us or our includes Molson Coors Brewing Company ("MCBC" or the "Company"), principally a holding company, and its operating subsidiaries: MillerCoorsLLC ("MillerCoors") which is accounted for by us under the equity method of accounting, Molson Coors Brewing Company (UK) Limited ("MCBC-UK"), Molson Coors Canada ("MCC") and our other operating entities as further described in Note1 of the Notes to the Audited Consolidated Financial Statements included in our Annual Report on Form10-K for the year ended December26, 2009 ("Annual Report"). Unless otherwise indicated, information in this report is presented in U.S. dollars ("USD" or "$"). The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America ("USGAAP"). Such unaudited interim financial statements have been prepared in accordance with the instructions to Form10-Q pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with our Annual Report and have been prepared on a consistent basis with the accounting policies described in Note1 of the Notes to the Audited Consolidated Financial Statements included in Annual Report. The results of operations for the thirteen week period ended March27, 2010, are not necessarily indicative of the results that may be achieved for the full fiscal year. MCBC follows a 52/53 week fiscal reporting calendar. The first fiscal quarter of 2010 and 2009 consisted of thirteen weeks ending on March27, 2010 and March29, 2009, respectively. Fiscal year 2010 consists of 52weeks ending on December25, 2010 and fiscal year 2009 consisted of 52weeks ended December26, 2009. Brewers' Retail,Inc. ("BRI"), a consolidated subsidiary through February28, 2009, reported results one month in arrears in the accompanying unaudited condensed interim consolidated financial statements. MillerCoors follows a monthly reporting calendar. The first quarters of 2010 and 2009 consisted of three months ended March31, 2010 and March31, 2009, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS
	3 Months Ended Mar. 27, 2010
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS	2. NEW ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncements Consolidation of Variable Interest Entities In June 2009, the Financial Accounting Standards Board ("FASB") issued authoritative guidance related to the consolidation of variable interest entities, which requires an enterprise to determine whether its variable interests give it a controlling financial interest. 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 requiring consolidation. The guidance was effective for our first quarter ended March27, 2010. The adoption of this guidance did not impact our financial results. See also Note4, "INVESTMENTS" for further disclosure of our variable interest entities.

SEGMENT REPORTING

SEGMENT REPORTING
	3 Months Ended Mar. 27, 2010
SEGMENT REPORTING
SEGMENT REPORTING	3. SEGMENT REPORTING Our reportable segments consist of Canada, the United States ("U.S.") and the United Kingdom ("U.K.") and our non-reportable segment and other business activities include Molson Coors International ("MCI") and Corporate. The following table sets forth net sales by segment: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions) Canada $ 390.2 $ 324.7 U.K. 255.0 219.4 MCI and Corporate 15.8 14.9 Consolidated $ 661.0 $ 559.0 Across each of our segments, no single customer accounted for more than 10% of our sales. Net sales represent sales to third party external customers and affiliates. Unless otherwise disclosed, intersegment revenues are insignificant and eliminated in consolidation. The following table sets forth income (loss) from continuing operations before income taxes by segment: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions) Canada $ 54.3 $ 50.0 U.S. 91.0 97.1 U.K. 1.5 2.6 MCI and Corporate (72.3 ) (70.9 ) Consolidated $ 74.5 $ 78.8 The following table sets forth total assets by segment: As of March27, 2010 December26, 2009 (In millions) Canada $ 6,472.5 $ 6,402.0 U.S. 2,724.5 2,613.6 U.K. 2,132.1 2,359.8 MCI and Corporate 649.3 635.8 Discontinued operations 2.1 9.9 Total assets $ 11,980.5 $ 12,021.1

INVESTMENTS

INVESTMENTS
	3 Months Ended Mar. 27, 2010
INVESTMENTS
INVESTMENTS	4. INVESTMENTS The investments included within this Note include both equity method and consolidated investments. Those entities identified as variable interest entities ("VIE's") have been evaluated under authoritative guidance to determine whether we are the primary beneficiary. The VIE's included under Equity Investments are those for which we have concluded that we are not the primary beneficiary and accordingly account for those investments under the equity method of accounting. The VIE's included under Consolidated Investments are those for which we have concluded that we are the primary beneficiary and accordingly consolidate those investments. We have not provided any financial support to any of our VIE's during the quarter that we were not previously contractually obligated to provide. Further, authoritative guidance related to the consolidation of VIE's requires that we continually reassess whether we are the primary beneficiary of VIE's in which we have an interest. As such, the conclusion regarding the primary beneficiary status is subject to change and we continually evaluate circumstances that could require consolidation or deconsolidation. Equity Investments MillerCoors Summarized financial information for MillerCoors is as follows: Condensed Balance sheet As of March31, 2010 December31, 2009 (In millions) Current assets $ 982.6 $ 808.5 Noncurrent assets 9,041.5 9,025.0 Total assets $ 10,024.1 $ 9,833.5 Current liabilities $ 807.1 $ 885.4 Noncurrent liabilities $ 1,254.6 1,278.4 Total liabilities $ 2,061.7 2,163.8 Noncontrolling interests 36.9 28.1 Interest attributable to shareholders' 7,925.5 7,641.6 Total liabilities and equity $ 10,024.1 $ 9,833.5 Results of operations For the three months ended March31, 2010 March31, 2009 (In millions) Net sales $ 1,700.9 $ 1,715.9 Cost of goods sold (1,078.6 ) (1,049.9 ) Gross profit $ 622.3 $ 666.0 Operating income $ 212.5 $ 213.8 Net income attributable to MillerCoors $ 208.6 $ 206.0 The following represents MCBC's proportional share in net income attributable to MillerCoors reported under the equity method: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions, except percentages) Net income attributable to MillerCoors $ 208.6 $ 206.0 MCBC economic interest 42 % 42 % MCBC proportionate share of MillerCoors net income 87.6 86.5 MillerCoors accounting policy elections(1) 7.3 Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(2) 2.5 3.0 Share-based compensation adjustment(3) 0.9 0.3 Equity income in MillerCoors $ 91.0 $ 97.1 (1) MillerCoors made its initial accounting policy elections upon formation, impacting certain asset and liability balance

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS
	3 Months Ended Mar. 27, 2010
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS	5. SHARE-BASED PAYMENTS During the first quarter of 2010 and 2009, we recognized share-based compensation related to the following ClassB common share awards to certain directors, officers, and other eligible employees, pursuant to the Molson Coors Brewing Company Incentive Compensation Plan ("Incentive Compensation Plan"): restricted stock units ("RSU"), deferred stock units ("DSU"), performance units ("PU"), performance share units ("PSU"), stock options, and stock-only stock appreciation rights ("SOSAR"). The following table summarizes components of the share-based compensation recorded as expense: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions) Stock options and SOSARs Pre-tax compensation expense $ 3.8 $ 1.1 Tax benefit (1.1 ) (0.3 ) After-tax compensation expense $ 2.7 $ 0.8 RSUs and DSUs Pre-tax compensation expense $ 4.0 $ 2.9 Tax benefit (1.1 ) (0.8 ) After-tax compensation expense $ 2.9 $ 2.1 PUs and PSUs Pre-tax compensation expense $ 1.4 $ Tax benefit (0.3 ) After-tax compensation expense $ 1.1 $ Total after-tax compensation expense $ 6.7 $ 2.9 During the first quarter of 2010, we granted 0.7million stock options, 0.2million RSUs and 0.7million PUs, all of which were outstanding as of March27, 2010. The mark-to-market stock-based compensation expense before tax, related to MCBC share-based awards granted to former CBC employees now employed by MillerCoors, recorded during the thirteen weeks ended March27, 2010 and March29, 2009, was $0.4million and insignificant, respectively. These amounts are included in the table above. As of March27, 2010, there was $46.8million of total unrecognized compensation expense related to non-vested shares from share-based compensation arrangements granted under the plans. This compensation expense is expected to be recognized over a weighted-average period of approximately 1.6years. During the thirteen weeks ended March27, 2010, cash received from stock option exercises was $4.8million and the total tax benefit to be realized for the tax deductions from these option exercises was $0.5million. On March15, 2010, the Board of Directors approved the reservation and issuance of 5million shares of our ClassB Common Stock under the terms of the Incentive Compensation Plan, subject to approval of the holders of our ClassA Common Stock ("Shareholder Approval"). Shareholder Approval is anticipated to occur at our Annual Meeting of Stockholders scheduled for June2, 2010. As a result, as of March27, 2010, we had the ability to grant stock options, SOSARs, RSUs, DSUs, PUs and PSUs with respect to 4.6million shares of our ClassB Common Stock, provided that no shares of ClassB Common Stock underlying such stock options, SOSARs, RSUs, DSUs, PUs and PSUs may be issued until Shareholder Approval. The following table represents the summary of stock options and SOSARs outstanding as of March27, 2010, and the activity during the first thirteen

UNUSUAL OR INFREQUENT ITEMS

UNUSUAL OR INFREQUENT ITEMS
	3 Months Ended Mar. 27, 2010
UNUSUAL OR INFREQUENT ITEMS
UNUSUAL OR INFREQUENT ITEMS	6. UNUSUAL OR INFREQUENT ITEMS We have incurred charges or gains that we believe are not indicative of our normal, core operations. As such, we have separately classified these costs as special operating items. Summary of Special Items The table below summarizes special items recorded by program: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions) Canada Restructuring, exit and other related costs associated with the Edmonton and Montreal breweries(1) $ 0.7 $ 2.8 Ontario Retiree Pension incentive(1) 1.2 Pension curtailment(2) 5.3 U.K. Restructuring charge(3) 0.9 0.9 Other(4) (0.3 ) MCI and Corporate Loss on change in control agreements for Coors executives(5) 0.6 Costs associated with outsourcing and other strategic initiatives(6) 0.1 0.6 Total special items $ 2.6 $ 10.2 (1) During the first quarters of 2010 and 2009, the Canada segment recognized expenses for restructuring costs associated with employee terminations and impairment of assets at the Montreal and Edmonton breweries. During the fourth quarter of 2009, the Toronto Brewery Union ratified a Collective Bargaining Agreement with Molson Coors Canada. The agreement includes changes to the Ontario-Atlantic Hourly Defined Benefit pension plan including special termination benefits. During the first quarter of 2010, Molson Coors Canada recognized $1.2million of special termination benefits related to these changes. (2) In the first quarter of 2009, the Canada segment recognized a pension curtailment loss and restructuring costs associated with employee terminations at the Montreal brewery driven by MillerCoors' decision to produce Blue Moon products at its breweries in the U.S. (3) During the first quarters of 2010 and 2009, the U.K. segment recognized employee termination costs related to supply chain restructuring activity and company-wide efforts to increase efficiency in certain finance, information technology and human resource activities by outsourcing portions of those functions. (4) During the first quarter of 2010, the U.K. segment recognized a gain due to the release of an accrual of $0.3million related to a potential repayment of a government grant. (5) Special items for the first quarter of 2009 include costs associated with adjusting to the floor provided on the exercise price of stock options held by former Adolph Coors Company ("Coors") officers who left the Company under change in control agreements following the merger between Coors and Molson,Inc. ("Molson") in 2005 which expired during the first quarter of 2010. (6) During the first thirteen weeks of 2009, MCI and Corporate recognized costs associated with other strategic initiatives. The table below summarizes the activity in the restructuring accruals: Severance and other employee-related costs Canada U.K. (In millions) Balance at December26, 2009 $ 0.6 $ 2.3 Charges incurred 0.9 Payments made (0.1 ) (1.6 ) Foreign currency

OTHER INCOME AND EXPENSE

OTHER INCOME AND EXPENSE
	3 Months Ended Mar. 27, 2010
OTHER INCOME AND EXPENSE
OTHER INCOME AND EXPENSE	7. OTHER INCOME AND EXPENSE The table below summarizes other income and expense: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions) Loss from Foster's swap(1) $ (6.9 ) $ (21.4 ) (Losses) gains from other foreign exchange and derivative activity (2.2 ) 1.6 Losses on non-operating leases, net (0.2 ) (0.2 ) Equity in income of unconsolidated affiliates, net 1.6 Other, net 0.7 (0.1 ) Other expense, net $ (8.6 ) $ (18.5 ) (1) During the third quarter of 2008, we entered into a cash settled total return swap with Deutsche Bank in order to gain an economic exposure to Foster's Group ("Foster's") (ASX:FGL), a major global brewer (see Note13 "DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES"). This amount represents the net loss recognized on the mark-to-market adjustment on the fair value of the swap.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS
	3 Months Ended Mar. 27, 2010
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS	8. DISCONTINUED OPERATIONS In 2006, we sold our entire equity interest in our Brazilian unit, Cervejarias Kaiser BrasilS.A. ("Kaiser") to FEMSA CervezaS.A. de C.V. ("FEMSA"). The terms of the sale agreement require us to indemnify FEMSA for exposures related to certain tax, civil and labor contingencies arising prior to FEMSA's purchase of Kaiser. We recognized a gain of $42.6million related to our settlement of a portion of our indemnity liabilities to FEMSA during the first quarter of 2010. During the first quarter of 2009, we recognized a loss of $3.9million from discontinued operations associated with changes in estimates of the carrying value of the indemnity related liabilities, foreign exchange gains and losses, and accretion expense related to indemnities we provided to FEMSA with regard to contingent tax and other liabilities, which are discussed further in Note15 "COMMITMENTS AND CONTINGENCIES."

INCOME TAX

INCOME TAX
	3 Months Ended Mar. 27, 2010
INCOME TAX
INCOME TAX	9. INCOME TAX Our effective tax rate for the first quarter of 2010 was approximately 16%. We anticipate that our 2010 full year effective tax rate will be in the range of 18% to 22%. Our first quarter effective tax rate is lower than our anticipated full year rate primarily due to various discrete items in the first quarter of 2010. Our tax rate is volatile and may fluctuate with changes in, among other things, the amount and source of income or loss, our ability to utilize foreign tax credits, changes in tax laws, and the movement of liabilities established for uncertain tax positions as statutes of limitations expire or positions are otherwise effectively settled. We note that there are proposed or pending tax law changes in the U.S., U.K. and Canada that, if enacted, may impact our effective tax rate. As of December26, 2009, we had $71.5million of uncertain tax benefits. Since December26, 2009, uncertain tax benefits increased by $2.8million. This addition is net of increases due to additional uncertain tax benefits and interest accrued for the current year and decreases primarily due to fluctuation in foreign exchange rates, certain tax positions closing or being effectively settled, and payments made to tax authorities with regard to uncertain tax benefits during the first quarter of 2010. This results in a total uncertain tax benefit of $74.3million as of March27, 2010. Within the next 12months, the Company expects to recognize approximately $1million to $4million of income tax expense related to uncertain tax positions. We file income tax returns in most of the federal, state, and provincial jurisdictions in the U.S., U.K., and Canada. Tax years through 2007 are closed or have been effectively settled through examination in the U.S. and the U.K. Tax years through 2004 are closed or have been effectively settled through examination in Canada. Tax year 2005 is currently under examination in Canada.

EARNINGS PER SHARE

EARNINGS PER SHARE ("EPS")
	3 Months Ended Mar. 27, 2010
EARNINGS PER SHARE ("EPS")
EARNINGS PER SHARE ("EPS")	10. EARNINGS PER SHARE ("EPS") Basic net income per share was computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share includes the additional dilutive effect of our potentially dilutive securities, which include stock options, SOSARs, RSUs, PUs, PSUs and DSUs, calculated using the treasury stock method. The following summarizes the effect of dilutive securities on diluted EPS: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions, except per share amounts) Amounts attributable to MCBC Income from continuing operations, net of tax $ 62.0 $ 79.6 Income (loss) from discontinued operations, net of tax 42.6 (3.9 ) Net income attributable to MCBC $ 104.6 $ 75.7 Weighted average shares for basic EPS 185.5 183.8 Effect of dilutive securities: Options, LOSARs and SOSARs 0.9 0.8 RSUs, PUs and DSUs 0.8 0.3 Weighted average shares for diluted EPS 187.2 184.9 Basic income (loss) per share: Continuing operations attributable to MCBC $ 0.33 $ 0.43 Discontinued operations attributable to MCBC 0.23 (0.02 ) Net income attributable to MCBC $ 0.56 $ 0.41 Diluted income (loss) per share: Continuing operations attributable to MCBC $ 0.33 $ 0.43 Discontinued operations attributable to MCBC 0.23 (0.02 ) Net income attributable to MCBC $ 0.56 $ 0.41 Dividends declared and paid per share $ 0.24 $ 0.20 The following anti-dilutive securities were excluded from the computation of the effect of dilutive securities on earnings per share for the following periods: Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions) Stock options, SOSARs and RSUs(1) 1.0 0.5 Shares issuable upon assumed conversion of the 2.5% Convertible Senior Notes to issue ClassB common shares(2) 10.5 10.5 Warrants to issue ClassB common shares(2) 10.5 10.5 22.0 21.5 (1) Exercise prices exceed the average market price of the common shares or are anti-dilutive due to the impact of the unrecognized compensation cost on the calculation of assumed proceeds in the application of the treasury stock method. (2) We issued $575million of senior convertible notes in June 2007. The impact of a net share settlement of the conversion amount at maturity will begin to dilute earnings per share when our stock price reaches $54.76. The impact of stock that could be issued to settle share obligations we could have under the warrants we issued simultaneously with the convertible notes issuance will begin to dilute earnings per share when our stock price reaches $70.09. The potential receipt of MCBC stock from counterparties under our purchased call options when and if our stock price is between $54.76 and $70.09 would be anti-dilutive and excluded from any calculations of earnings per share. We

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS
	3 Months Ended Mar. 27, 2010
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS	11. GOODWILL AND INTANGIBLE ASSETS The following summarizes the change in goodwill for the thirteen weeks ended March27, 2010 (in millions): Balance at December26, 2009 $ 1,475.0 Foreign currency translation (32.9 ) Other 1.4 Balance at March27, 2010 $ 1,443.5 Goodwill was attributed to our reportable segments as follows: As of March27, 2010 December26, 2009 (In millions) Canada $ 737.6 $ 720.7 United Kingdom 705.9 754.3 Consolidated $ 1,443.5 $ 1,475.0 The following table presents details of our intangible assets, other than goodwill, as of March27, 2010: Useful life Gross Accumulated amortization Net (Years) (In millions) Intangible assets subject to amortization: Brands 3-40 $ 289.3 $ (141.6 ) $ 147.7 Distribution rights 2-23 339.1 (202.6 ) 136.5 Patents and technology and distribution channels 3-10 33.4 (21.9 ) 11.5 Intangible assets not subject to amortization: Brands Indefinite 3,293.9 3,293.9 Distribution networks Indefinite 985.4 985.4 Other Indefinite 15.5 15.5 Total $ 4,956.6 $ (366.1 ) $ 4,590.5 The following table presents details of our intangible assets, other than goodwill, as of December26, 2009: Useful life Gross Accumulated amortization Net (Years) (In millions) Intangible assets subject to amortization: Brands 3-40 $ 293.5 $ (140.1 ) $ 153.4 Distribution rights 2-23 334.4 (194.3 ) 140.1 Patents and technology and distribution channels 3-10 35.8 (22.4 ) 13.4 Intangible assets not subject to amortization: Brands Indefinite 3,248.8 3,248.8 Distribution networks Indefinite 963.5 963.5 Other Indefinite 15.5 15.5 Total $ 4,891.5 $ (356.8 ) $ 4,534.7 The changes in the gross carrying amounts of intangibles from December26, 2009 to March27, 2010, are due to the impact of foreign exchange rates, as a significant amount of intangibles are denominated in foreign currencies. Based on foreign exchange rates as of March27, 2010, the following is our estimated amortization expense related to intangible assets for the next five years: Amount (In millions) 2010remaining $ 33.0 2011 $ 42.7 2012 $ 30.7 2013 $ 30.2 2014 $ 30.2 Amortization expense of intangible assets was $11.0million and $9.3million for the thirteen weeks ended March27, 2010 and March29, 2009, respectively. We are required to perform goodwill and indefinite-lived intangible asset impairment tests on at least an annual basis and more frequently in certain circumstances. We perform the required impairment testing during the third quarter annually. No impairment losses were included in the goodwill bala

DEBT

DEBT
	3 Months Ended Mar. 27, 2010
DEBT
DEBT	12. DEBT The table below summarizes total debt: As of March27, 2010 December26, 2009 (In millions) Senior notes: U.S. $850million 6.375% due 2012 $ 44.6 $ 44.6 U.S. $300million 4.85% due 2010 300.0 300.0 CAD $900million 5.0% due 2015 876.7 857.2 U.S. $575million convertible debt 2.5% due 2013(1) 575.0 575.0 Less: unamortized debt discounts and other(2) (59.7 ) (63.8 ) Total long-term debt (including current portion) 1,736.6 1,713.0 Less: current portion of long-term debt (300.0 ) (300.3 ) Total long-term debt $ 1,436.6 $ 1,412.7 Total fair value $ 1,875.7 $ 1,913.6 (1) The original conversion price for each $1,000 aggregate principal amount of notes was $54.76 per share of our ClassB common stock, which represented a 25% premium above the stock price on the day of issuance of the notes and corresponded to the initial conversion ratio of 18.263 shares per each $1,000 aggregate principal amount of notes. The conversion ratio and conversion price are subject to customary adjustments for certain events and provisions, as defined in the indenture. As a result of increases to our ClassB common stock dividend levels in both 2008 and 2009, the conversion price and conversion ratio associated with the notes were $54.17 per share and 18.4603 shares, respectively, as of March27, 2010. Currently, the convertible debt's if-converted value does not exceed the principal. (2) In May 2008, the FASB issued authoritative guidance that requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuers' nonconvertible debt borrowing rate. During the 13weeks ended March27, 2010 and March29, 2009, we incurred additional non-cash interest expense of $4.2million and $4.0million, respectively. We also incurred interest expense related to the 2.5% coupon rate of $3.6million for both thirteen week periods ended March27, 2010 and March29, 2009. The combination of non-cash and cash interest resulted in an effective interest rate of 6.06% and 6.12% for the thirteen weeks ended March27, 2010 and March29, 2009, respectively. As of March27, 2010 and December26, 2009, paid in capital in the equity section of our balance sheet includes $103.9million, ($64.2million net of tax), representing the equity component of the convertible debt. Further, as of March, 27, 2010 and December26, 2009, $59.1 and $63.2million respectively of the unamortized debt discount and other balance relates to our $575million convertible debt. We expect the unamortized discount to continue to amortize throughout 2010 and through 2013 resulting in non-cash interest expense of approximately $16million to $18million annually, thereby increasing the carrying value of the convertible debt to its $575million face value at maturity in July 2013. The remaining $0.6million as of quarter end and year-end, respectively, relates to unamortized debt premiums, discounts, an

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
	3 Months Ended Mar. 27, 2010
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	13. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Our risk management and derivative accounting policies are presented in our Annual Report and did not significantly change during the first quarter of 2010. Derivative Fair Value Measurements We utilize market approaches to estimate the fair value of our derivative instruments by discounting anticipated future cash flows derived from the derivative's contractual terms and observable market interest, foreign exchange and commodity rates. The fair values of our derivatives also include credit risk adjustments to account for our counterparties' credit risk, as well as MCBC's own non-performance risk. As of March27, 2010 and December26, 2009 these adjustments resulted in deferred net gains in accumulated other comprehensive income ("AOCI") of $3.7million and $3.3million, respectively, as the fair value of our derivatives were in net liability positions at both period ends. The table below summarizes our derivative assets and liabilities that were measured at fair value as of March27, 2010 and December26, 2009. Fair Value Measurements at March27, 2010 Using Total carrying value at March27, 2010 Quoted prices in active markets (Level1) Significant other observable inputs (Level2) Significant unobservable inputs (Level3) (In millions) Cross currency swaps $ (438.6 ) $ $ (438.6 ) $ Forward starting interest rate swaps 4.3 4.3 Foreign currency forwards (13.3 ) (13.3 ) Commodity swaps (2.2 ) (2.2 ) Total return swaps (4.2 ) (4.2 ) Derivatives, net $ (454.0 ) $ $ (454.0 ) $ Fair Value Measurements at December26, 2009 Using Total carrying value at December26, 2009 Quoted prices in active markets (Level1) Significant other observable inputs (Level2) Significant unobservable inputs (Level3) (In millions) Cross currency swaps $ (413.0 ) $ $ (413.0 ) $ Forward starting interest rate swaps 6.3 6.3 Foreign currency forwards (8.5 ) (8.5 ) Commodity swaps (0.9 ) (0.9 ) Total return swaps (1.8 ) (1.8 ) Total $ (417.9 ) $ $ (417.9 ) $ As of March27, 2010, we had no significant transfers in or out of Level1, 2 or 3. New derivative contracts transacted during the quarter are all included in Level2. Results of Period Derivative Activity The tables below include the year to date results of our derivative activity in the Condensed Consolidated Balance Sheet as of March27, 2010 and December26, 2009 and the Condensed Consolidated Statement of Operations for the thirteen weeks ended March27, 2010 and March29, 2009. Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheet (in millions) AsofMarch27,2010 Assetderivatives Liabilityderivatives Notionalamount Balancesheetlocation Fairvalue Balancesheetlocation Fairvalue Derivatives designated a

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFITS
	3 Months Ended Mar. 27, 2010
PENSION AND OTHER POSTRETIREMENT BENEFITS
PENSION AND OTHER POSTRETIREMENT BENEFITS	14. PENSION AND OTHER POSTRETIREMENT BENEFITS We sponsor defined benefit retirement plans in Canada, the U.K. and the U.S. Additionally, we offer other postretirement benefits to the majority of our Canadian and U.S.employees. The net periodic pension costs under retirement plans and other postretirement benefits were as follows: Thirteen Weeks Ended March27, 2010 Canada plans U.S. plans U.K. plan Consolidated (In millions) Defined Benefit Plans Service cost $ 4.3 $ $ $ 4.3 Interest cost 17.8 0.1 29.4 47.3 Expected return on plan assets (17.4 ) (27.8 ) (45.2 ) Amortization of prior service cost 0.2 0.2 Amortization of net actuarial loss 0.3 3.1 3.4 Less expected participant contributions (0.5 ) (0.5 ) Net periodic pension cost $ 4.7 $ 0.1 $ 4.7 $ 9.5 Other Postretirement Benefits Service costbenefits earned during the period $ 0.6 $ $ $ 0.6 Interest cost on projected benefit obligation 2.3 2.3 Amortization of prior service benefit (0.9 ) (0.9 ) Net periodic postretirement benefit cost $ 2.0 $ $ $ 2.0 Thirteen Weeks Ended March29, 2009 Canada plans U.S. plans U.K. plan Consolidated (In millions) Defined Benefit Plans Service cost $ 4.5 $ $ 1.1 $ 5.6 Interest cost 19.6 0.1 24.7 44.4 Expected return on plan assets (19.1 ) (28.1 ) (47.2 ) Amortization of prior service cost 0.4 0.4 Amortization of net actuarial loss 0.1 0.2 0.3 Less expected participant contributions (0.4 ) (0.1 ) (0.5 ) Curtailment loss 5.3 5.3 Net periodic pension cost (benefit) $ 10.4 $ 0.3 $ (2.4 ) $ 8.3 Other Postretirement Benefits Service costbenefits earned during the period $ 1.2 $ $ $ 1.2 Interest cost on projected benefit obligation 2.7 0.1 2.8 Amortization of prior service benefit (0.4 ) (0.4 ) Amortization of net actuarial gain (0.2 ) (0.2 ) Net periodic postretirement benefit cost $ 3.3 $ 0.1 $ $ 3.4 See Note4 "INVESTMENTS" for a discussion of the deconsolidation of BRI during the first quarter of 2009, which reduced the carrying values of pension and postretirement benefits on the condensed consolidated balance sheet. During the first quarter of 2010, employer contributions paid to the defined benefit plans for Canada and the U.K. were $11.7million and $0.8million, respectively. There were no contributions to the U.S. plan in the first quarter. Expected total fiscal year 2010 employer contributions to Canada, U.S. and U.K. defined benefits plans are approximately $43million.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES
	3 Months Ended Mar. 27, 2010
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	15. COMMITMENTS AND CONTINGENCIES Kaiser and Other Indemnity Obligations Kaiser As discussed in Note8 "DISCONTINUED OPERATIONS," we sold our entire equity interest in Kaiser during 2006 to FEMSA. The terms of the sale agreement require us to indemnify FEMSA for certain exposures related to tax, civil and labor contingencies arising prior to FEMSA's purchase of Kaiser. We provided an indemnity to FEMSA for losses Kaiser may incur with respect to tax claims associated with certain previously utilized purchased tax credits. We generally classify such purchased tax credits into two categories. During 2009, FEMSA entered into a Brazilian tax amnesty program which substantially reduced penalties, interest, and attorneys' fees owed by Kaiser to the government for the first category of purchased tax credits. In 2009, we had provided consent to FEMSA to enter into the amnesty program but had not agreed to an indemnity amount owed to FEMSA related to the indemnity for these tax credits. During the first quarter of 2010, we reached a settlement agreement with FEMSA for the entirety of our indemnity obligations corresponding to the principal, penalties, interest and attorney's fees owed by Kaiser for this first category of purchased credits. This favorable settlement involves a cash payment of $96.0million, and eliminates $284.5million of maximum potential tax claims of which $131.2million of indemnity liabilities were accrued on our balance sheet at December26, 2009. The payment of the settlement agreement was made in the first week of the second quarter of 2010. The maximum potential claims amount remaining for the second category of purchased tax credits (which we believe present less risk than the first category), was $243.1million as of March27, 2010. As of the end of the quarter, a portion of our indemnity obligations are considered probable losses, recorded as current liabilities in an amount of $104.9million at March27, 2010 which includes $96.0million related to the settlement with FEMSA discussed above. Including the portion of the liabilities not deemed to be probable, of $22.0million, our total estimate of the indemnity liability associated with the purchased tax credits as of March27, 2010 was $118.0million, $108.3million of which was classified as a current liability and $9.7million of which was classified as non-current. Primarily as a result of the aforementioned settlement, we reduced our estimated liability and realized a gain of $42.6million during the quarter, which is reflected in discontinued operations. Our estimates consider a number of scenarios for the ultimate resolution of these issues, the probabilities of which are influenced not only by legal developments in Brazil but also by management's intentions with regard to various alternatives that could present themselves leading to the ultimate resolution of these issues. The liabilities are impacted by changes in estimates regarding amounts that could be paid, the timing of such payments, adjustments to the probabilities assigned to various scenarios and foreign exchange. Additionally, we also provided indemnity related to all other tax, civil,

COMPREHENSIVE INCOME

COMPREHENSIVE INCOME (LOSS)
	3 Months Ended Mar. 27, 2010
COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE INCOME (LOSS)	16. COMPREHENSIVE INCOME (LOSS) The following summarizes the components of comprehensive income (loss): Thirteen Weeks Ended March27, 2010 March29, 2009 (In millions) Net income $ 105.4 $ 76.2 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax 10.5 (64.7 ) Amortization of net prior service costs and net actuarial losses, net of tax (1.8 ) 12.5 Unrealized (loss) gain on derivative instruments, net of tax (1.2 ) 8.2 Reclassification adjustment on derivative instruments, net of tax 1.4 (14.5 ) Ownership share of unconsolidated subsidiaries' other comprehensive income (loss), net of tax(1) (7.4 ) (3.8 ) Total other comprehensive income (loss), net of tax 1.5 (62.3 ) Comprehensive income 106.9 13.9 Less: Comprehensive income attributable to the noncontrolling interest (0.8 ) (0.5 ) Comprehensive income attributable to MCBC $ 106.1 $ 13.4 (1) Consisting of unrealized gains and losses on derivative instruments, and changes to pension liabilities related to our proportional share of our unconsolidated subsidiaries, reported net of our effective tax rate.

SUPPLEMENTAL GUARANTOR INFORMAT

SUPPLEMENTAL GUARANTOR INFORMATION
	3 Months Ended Mar. 27, 2010
SUPPLEMENTAL GUARANTOR INFORMATION
SUPPLEMENTAL GUARANTOR INFORMATION	17. SUPPLEMENTAL GUARANTOR INFORMATION MCBC ("Parent Guarantor and 2007 Issuer") issued $575.0million of 2.5% Convertible Senior Notes due July30, 2013, in a registered offering on June15, 2007. The convertible notes are guaranteed on a senior unsecured basis by CBC ("2002 Issuer"), Molson Coors International,LP and Molson Coors Capital FinanceULC (together the "2005 Issuers") and certain significant subsidiaries ("Subsidiary Guarantors"). On May7, 2002, the 2002 Issuer completed a public offering of $850.0million principal amount of 6.375% Senior notes due 2012. During the first quarter of 2008, $180.4million of the Senior notes was extinguished by using existing cash resources. During the third quarter of 2007, $625.0million of the Senior notes was extinguished by the proceeds received from the 2.5% Convertible Senior Notes issued June15, 2007 and cash on hand. The remaining outstanding Senior notes are guaranteed on a senior and unsecured basis by the Parent Guarantor and 2007 Issuer, 2005 Issuers and Subsidiary Guarantors. The guarantees are full and unconditional and joint and several. On September22, 2005, the 2005 Issuers completed a public offering of USD $1.1billion principal amount of Senior notes composed of USD $300million 4.85% notes due 2010 and CAD $900.0million 5.00% notes due 2015. The notes were issued with registration rights and are guaranteed on a senior and unsecured basis by Parent Guarantor and 2007 Issuer, 2002 Issuer and Subsidiary Guarantors. The guarantees are full and unconditional and joint and several. Funds necessary to meet the 2005 Issuers' debt service obligations are provided in large part by distributions or advances from MCBC's other subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as our financial condition and operating requirements, could limit the 2005 Issuers' ability to obtain cash for the purpose of meeting its debt service obligation, including the payment of principal and interest on the notes. On June30, 2008, Molson Canada 2005, an indirect wholly owned subsidiary of MCBC, guaranteed the obligations of MCBC under the credit facility dated as of March2, 2005. As a result of such guarantee, Molson Canada 2005 became a guarantor under the following (i)the indenture related to the Senior notes dated as of May7, 2002 and as supplemented; (ii)the indenture related to the Senior notes dated September22, 2005 and as supplemented; and (iii)the indenture related to the Senior convertible notes dated June15, 2007 and as supplemented. This change was effective for our 2008 third quarter and was reflected accordingly with the appropriate reclassifications to the prior period condensed consolidated financial statements. The following information sets forth Condensed Consolidating Statements of Operations for the thirteen weeks ended March27, 2010, and March29, 2009; Condensed Consolidating Balance Sheets as of March27, 2010, and December26, 2009; and Condensed Consolidating Statements of Cash Flows for the thirteen weeks ended March27, 2010 and March29, 2009. Investments in subsidiaries are accounted for on the equity method; accordingly, entries neces

Document and Entity Information

Document and Entity Information
	3 Months Ended Mar. 27, 2010	Apr. 29, 2010
Entity Registrant Name	MOLSON COORS BREWING CO
Entity Central Index Key	0000024545
Document Type	10-Q
Document Period End Date	2010-03-27
Amendment Flag	false
Current Fiscal Year End Date	--12-26
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		0
Document Fiscal Year Focus	2,010
Document Fiscal Period Focus	Q1
Class A Common Stock
Entity Common Stock, Shares Outstanding		2,594,664
Class B Common Stock
Entity Common Stock, Shares Outstanding		160,603,776
Class A Exchangeable Stock
Entity Exchangeable, Shares Outstanding		3,056,874
Class B Exchangeable Stock
Entity Exchangeable, Shares Outstanding		19,366,478