Strong Brand Portfolio with Leading Global Market Positions

Market
Position *
#2 #2 #2 #2 #1 #1 #1 #3 #3 #1 #3 #1
Brand
Position/
Brand *
#2 #4 #2 #3 #1 #4 #1 #1 #2 #2 #5 #1 #5 #1
Market USA Canada UK Czech
Republic
Croatia Serbia Bulgaria Hungary Romania Bosnia Slovakia Montenegro

* Company/Industry Estimates, based on full year 2014 results

Strong Brand Portfolio with Leading Global Market Positions

Market
Position *
Brand
Position/
Brand *
Market
#2
#2 #4
USA
#2
#2 #3
Canada
#2
#1
UK
#2
#4
Czech
Republic
#1
#1
Croatia
#1
#1
Serbia
#1
#2
Bulgaria
#3
#2
Hungary
#3
#5
Romania
#1
#1
Bosnia
#3
#5
Slovakia
#1
#1
Montenegro

#1

CRAFT BREWER

in USA with

#1

CRAFT BRAND

in USA with

#1

SHANDY

in USA with

#1

CASK ALE

in UK with

#1

CRAFT BRAND

in Ireland with

LEADING CRAFT BRANDS

in Canada with

LEADER IN FMBs



with

#1

CRAFT BREWER

in USA with

#1

CRAFT BRAND

in USA with

#1

SHANDY

in USA with

#1

CASK ALE

in UK with

#1

CRAFT BRAND

in Ireland with

LEADING CRAFT BRANDS

in Canada with

LEADER IN FMBs

with

2014 Pro Forma

UNITED STATES (100%) CANADA EUROPE INTERNATIONAL MARKETS
Worldwide
Beer Volume
Net Sales 1 Underlying
Operating Income 2

Totals may not sum due to rounding. Excludes Miller Global Brands results.
1 Excludes Corporate and Eliminations from the total.
2 Does not include operating losses for Corporate and MCI. Also excludes any deal-related cost synergies. Non-GAAP underlying income is calculated by excluding special and other non-core items from the nearest U.S. GAAP Pro Forma earnings. See reconciliation to nearest U.S. GAAP measures in the Appendix to this presentation.

Integrated Strategic Approach

Drving Total shareholder Return with PACC Model

PROFIT AFTER CAPITAL CHARGE (TSR) TOTAL SHAREHOLDER RETURN

BRAND-LED PROFIT GROWTH
  • Investing behind core brands
  • Driving share in above premium
  • Delivering value-added innovation
  • Commercial excellence
CASH GENERATION
  • Cost reductions
  • Capital expenditure driving efficiencies
  • Working Capital improvements
  • Sale of non-core assets
CASH AND CAPITAL ALLOCATION
  • Disciplined cash use
  • Return-driven criteria
  • Balanced priorities

Driving Total shareholder Return with PACC Model

BRAND-LED
PROFIT GROWTH
  • Investing behind core brands
  • Driving share in above premium
  • Delivering value-added innovation
  • Commercial excellence
CASH GENERATION
  • Cost reductions
  • Capital expenditure driving efficiencies
  • Working Capital improvements
  • Sale of non-core assets
CASH AND CAPITAL
ALLOCATION
  • Disciplined cash use
  • Return-driven criteria
  • Balanced priorities
Profit after
capital Charge
(TSR)
Total
shareholder
return

A Unique & Game-Changing Opportunity for Molson Coors

Unique opportunity to control 100% of strategic and attractive U.S. business, while accelerating new growth opportunities in emerging and developed beer markets globally through Miller brand ownership
  • Acquisition improves operating efficiency and go-to-market strategy
  • Financially compelling transaction based on valuation, operational synergies, tax benefits and anticipated debt/equity financing
  • Effective purchase multiple of 9.2x 2014A EV/2014 EBITDA (adjusted for net present value of expected tax benefits)
  • Expected to meet our PACC hurdle rates and be accretive to cash EPS in first full year of operations
  • Transforms Molson Coors into a stronger, more efficient competitor in North America and globally
  • Acquisition consistent with Molson Coors commitment to delivering long-term growth and Total Shareholder Returns
DISCLOSURE CONCERNING FORWARD LOOKING STATEMENTS AND NON-GAAP MEASURES

This presentation includes estimates or projections that constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. Generally, the words “believe,” "expect,” "intend,” "anticipate,” “project,” “will,” and similar expressions identify forward-looking statements, which generally are not historic in nature. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Company’s historical experience, and present projections and expectations are disclosed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in "Risk Factors" in the prospectus for this offering and the filings incorporated by reference therein. These factors include, among others, our ability to successfully close, finance and integrate the acquisition; our ability to achieve expected tax benefits, accretion and cost synergies; our ability to obtain necessary regulatory approvals for the acquisition; impact of increased competition resulting from further consolidation of brewers, competitive pricing and product pressures; health of the beer industry and our brands in our markets; economic conditions in our markets; additional impairment charges; our ability to maintain manufacturer/distribution agreements; changes in our supply chain system; availability or increase in the cost of packaging materials; success of our joint ventures; risks relating to operations in developing and emerging markets; changes in legal and regulatory requirements, including the regulation of distribution systems; fluctuations in foreign currency exchange rates; increase in the cost of commodities used in the business; the impact of climate change and the availability and quality of water; loss or closure of a major brewery or other key facility; our ability to implement our strategic initiatives, including executing and realizing cost savings; our ability to successfully integrate newly acquired businesses; pension plan costs; failure to comply with debt covenants or deterioration in our credit rating; our abilit y to maintain good labor relations; our ability to maintain brand image, reputation and product quality; lack of full-control over the operations of MillerCoors and other risks discussed in our filings with the SEC, including our Annual Report on Form 10-K for the year-ended December 31, 2014, which is incorporated by reference therein. All forward-looking statements in this presentation are expressly qualified by such cautionary statements and by reference to the underlying assumptions. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise. The issuer has filed a registration statement (including a prospectus) with the SEC for a potential offering. If and when a prospectus supplement becomes available, before you invest, you should read the prospectus supplement in addition to the that registration statement and other documents the registrant has filed with the SEC for more complete information about the Company and any potential offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. A copy of the prospectus and related prospectus supplement for the offering may be obtained by contacting: UBS Securities LLC, Attn: Prospectus Department at 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275; BofA Merrill Lynch, Attn: Prospectus Department at 222 Broadway, New York, NY 10038, or by email at dg.prospectus_requests@baml.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus@citi.com, or by telephone at (800) 831-9146. This presentation contains certain non-GAAP financial measures, consisting of Underlying Operating Income and Underlying EBITDA, in addition to other measures our operating performance. Management presents these measures to focus on the on-going operations and believes they are useful to investors because they enable them to perform meaningful comparisons of past and present operating results. Reconciliations of Underlying Operating Income to Operating Income and Underlying EBITDA to Net income attributable to MCBC from continuing operations are included in the Appendix to this presentation. These measures, however, should not be construed as an alternative to any other measure of performance determined in accordance with U.S. GAAP. Read More