(1) MOLSON COORS BREWING COMPANY AND SUBSIDIARIES PRO FORMA FINANCIAL INFORMATION

Transcription

1 PRO FORMA FINANCIAL INFORMATION (1) On November 11, 2015, Molson Coors Brewing Company (the Company ) entered into a purchase agreement (as amended, the Purchase Agreement ) with Anheuser-Busch InBev SA/NV ( ABI ) to acquire, contingent upon the closing of the acquisition of SABMiller plc ( SABMiller ) by ABI pursuant to the transaction announced on November 11, 2015, all of SABMiller s interest in LLC ( ) and all the trademarks, contracts and other assets primarily related to the Miller brand portfolio outside of the U.S. and Puerto Rico for $12.0 billion in cash, subject to downward adjustment as described in the Purchase Agreement (the Acquisition ). The Acquisition was completed on October 11, Following the completion of the Acquisition, the Company owns 100% of the outstanding equity and voting interests of and the Miller brand portfolio globally. The following unaudited pro forma financial information gives effect to the Acquisition and the related financing as if they were completed on January 1, 2015, the first day of the Company's 2015 fiscal year. The pro forma adjustments are based on items that are factually supportable, are directly attributable to the Acquisition, and are expected to have a continuing impact on the Company's results of operations. Any nonrecurring items directly attributable to the Acquisition or the related completed financing are excluded in the pro forma statements of operations. Pro forma information does not include adjustments for costs related to integration activities following the completion of the Acquisition, cost savings or synergies that have been or may be achieved by the combined businesses. The unaudited pro forma information has been calculated after applying s accounting policies and adjusting the results of to reflect the additional depreciation and amortization that would have been charged assuming the preliminary fair value adjustments to property, plant and equipment, and intangible assets had been applied from January 1, 2015, together with the consequential tax effects. Additionally, the following unaudited pro forma information does not reflect the impact of the acquisition of the Miller global brand portfolio as the Company is not able to estimate the historical results of operations from this business and has concluded, based on the limited information available to, it is insignificant to the overall Acquisition. The pro forma information should not be considered indicative of the results that would have occurred if the Acquisition and related financing had been completed on January 1, 2015, nor are they indicative of future results. If the pro forma financial information for the year ended December 31, 2016, was presented assuming the Acquisition took place on January 1, 2016, the pro forma information would not be materially different. Our consolidated pro forma financial information, revised as of February 14, 2017, has been updated from the version previously provided on November 1, Our consolidated pro forma financial information, revised as of February 14, 2017, has been updated from the version previously provided on November 1, The changes from the previously provided version reflect significant refinements to preliminary purchase accounting, with primary changes due to non-cash adjustments to depreciation and amortization, pension expense, and the related tax impacts. Additionally, we have adjusted our reported volumes to align our volume reporting policy.

2 (2) Year-to-Date Volume in hectoliters (0.195) (1) (0.236) (1) (0.252) (1) (0.271) (1) (0.954) (1) Sales $ 1,003.2 $ 2,025.8 $ (11.9) (1) $ 3,017.1 $ 1,433.0 $ 2,514.3 $ (13.4) (1) $ 3,933.9 $ 1,454.3 $ 2,286.8 $ (14.4) (1) $ 3,726.7 $ 1,236.9 $ 1,995.3 $ (15.2) (1) $ 3,217.0 $ 5,127.4 $ 8,822.2 $ (54.9) (1) $ 13,894.7 Excise taxes (303.2) (251.2) - (554.4) (427.3) (311.6) - (738.9) (436.9) (286.8) - (723.7) (392.5) (247.1) - (639.6) (1,559.9) (1,096.7) - (2,656.6) Net sales ,774.6 (11.9) 2, , ,202.7 (13.4) 3, , ,000.0 (14.4) 3, ,748.2 (15.2) 2, , ,725.5 (54.9) 11,238.1 Cost of goods sold (454.8) (1,076.2) (5.5) (2) (1,536.5) (579.9) (1,240.5) (3.4) (2) (1,823.8) (585.9) (1,173.9) (0.1) (2) (1,759.9) (542.9) (1,056.9) (14.3) (2) (1,614.1) (2,163.5) (4,547.5) (23.3) (2) (6,734.3) Gross profit (17.4) (16.8) 1, (14.5) 1, (29.5) , ,178.0 (78.2) 4,503.8 Marketing, general and administrative expenses (240.6) (389.1) (16.6) (3) (646.3) (283.3) (468.8) (15.7) (3) (767.8) (265.2) (475.1) (16.7) (3) (757.0) (262.7) (495.7) (8.5) (3) (766.9) (1,051.8) (1,828.7) (57.5) (3) (2,938.0) Special items, net (8.6) - - (8.6) (33.7) - - (33.7) (293.5) (28.0) - (321.5) (10.9) (82.1) - (93.0) (346.7) (110.1) - (456.8) Equity income in (129.3) (205.5) (135.3) (46.2) (516.3) - Operating income (loss) (163.3) (238.0) (166.5) (84.2) ,239.2 (652.0) 1,109.0 Interest income (expense), net (29.2) (0.3) (62.4) (4) (91.9) (30.6) (0.4) (62.7) (4) (93.7) (26.8) (0.3) (62.4) (4) (89.5) (25.4) (0.6) (63.3) (4) (89.3) (112.0) (1.6) (250.8) (4) (364.4) Income (loss) from continuing operations before income taxes $ 93.5 $ $ (225.7) $ $ $ $ (300.7) $ $ (15.0) $ $ (228.9) $ 79.0 $ 42.2 $ $ (140.6) $ 15.6 $ $ 1,243.3 $ (895.9) $ Income tax benefit (expense) (12.8) (1.1) (25.9) (6) (39.8) (58.4) (1.6) (67.5) (6) (127.5) 27.3 (1.1) (45.9) (6) (19.7) (7.9) (0.9) 4.4 (6) (4.4) (51.8) (4.7) (134.9) (6) (191.4) Net income (loss) from continuing operations (251.6) (368.2) (274.8) (136.2) ,238.6 (1,030.8) Income (loss) from discontinued operations, net of tax (0.3) - - (0.3) (0.6) - - (0.6) Net income (loss) including noncontrolling interests (251.6) (368.2) (274.8) (136.2) ,238.6 (1,030.8) Net (income) loss attributable to noncontrolling interests (1.5) (4.6) - (6.1) (2.3) (7.3) - (9.6) 1.4 (5.3) - (3.9) (0.9) (3.6) - (4.5) (3.3) (20.8) - (24.1) Net Income (loss) attributable to Molson Coors Brewing Company $ 81.1 $ $ (251.6) $ $ $ $ (368.2) $ $ 16.6 $ $ (274.8) $ 58.3 $ 32.8 $ $ (136.2) $ 6.1 $ $ 1,217.8 $ (1,030.8) $ Net income (loss) per share attributable to Molson Coors Brewing Company from continuing operations: Net income (loss) attributable to Molson Coors Brewing Company from continuing operations $ 79.2 $ $ (251.6) $ $ $ $ (368.2) $ $ 13.7 $ $ (274.8) $ 55.4 $ 33.4 $ $ (136.2) $ 6.7 $ $ 1,217.8 $ (1,030.8) $ Basic $ 0.43 $ 0.61 $ 1.23 $ 1.62 $ 0.07 $ 0.26 $ 0.18 $ 0.03 $ 1.92 $ 2.52 Diluted $ 0.42 $ 0.61 $ 1.23 $ 1.61 $ 0.07 $ 0.26 $ 0.18 $ 0.03 $ 1.91 $ 2.51 Weighted-average shares- basic (7) $ (7) (7) (7) (7) $ Weighted-average shares- diluted (7) $ (7) (7) (7) (7) $ Net income (loss) attributable to Molson Coors Brewing Company from continuing operations: $ 79.2 $ $ (251.6) $ $ $ $ (368.2) $ $ 13.7 $ $ (274.8) $ 55.4 $ 33.4 $ $ (136.2) $ 6.7 $ $ 1,217.8 $ (1,030.8) $ Special items, net % of special items, net of tax (11.8) (34.4) (46.2) - Acquisition and integration related costs and other non-core items (13.9) (13.9) - Unrealized mark-to-market (gains) and losses (0.1) - - (0.1) Tax effects on special and non-gaap items (1.6) - - (1.6) (3.4) - - (3.4) (64.2) (0.1) (6.2) (70.5) (6.9) (0.1) (12.8) (19.8) (76.1) (0.2) (19.0) (95.3) Non-GAAP: Underlying after-tax income $ 86.1 $ $ (251.6) $ $ $ $ (368.2) $ $ $ $ (292.8) $ $ 90.6 $ $ (197.3) $ 84.8 $ $ 1,327.7 $ (1,109.9) $ Underlying weighted-average shares- diluted $ $ Underlying earnings per share - diluted $ 0.46 $ 0.64 $ 1.41 $ 1.77 $ 1.40 $ 1.44 $ 0.49 $ 0.39 $ 3.76 $ 4.25 In the fourth quarter of 2015: For the full year of 2015 (on a pro forma basis): Transaction-related after-tax book amortization $ 9.5 Transaction-related after-tax book amortization $ 40.7 Transaction-related cash tax benefits $ 68.6 Transaction-related cash tax benefits $ We continue to expect transaction-related cash tax benefits to average more than $275 million per year for the next 15 years, but we now anticipate that these benefits will be somewhat front-end loaded in the first few years, with the later years slightly lower than the $275 million average. UNAUDITED PRO FORMA COMBINED NON-GAAP UNDERLYING EBITDA (earnings before interest, taxes, depreciation and amortization) Net income (loss) attributable to Molson Coors Brewing Company from continuing operations: $ 79.2 $ $ (251.6) $ $ $ $ (368.2) $ $ 13.7 $ $ (274.8) $ 55.4 $ 33.4 $ $ (136.2) $ 6.7 $ $ 1,217.8 $ (1,030.8) $ Add: Net income (loss) attributable to noncontrolling interests (1.4) U.S. GAAP: Net income (loss) from continuing operations $ 80.7 $ $ (251.6) $ $ $ $ (368.2) $ $ 12.3 $ $ (274.8) $ 59.3 $ 34.3 $ $ (136.2) $ 11.2 $ $ 1,238.6 $ (1,030.8) $ Add: Interest expense (income), net Add: Income tax expense (benefit) (27.3) (4.4) Add: Depreciation and amortization included in underlying income (13.9) (13.9) to arrive at underlying EBITDA (11.8) - - (11.8) (16.6) - - (16.6) (17.4) (21.8) - (39.2) (3.7) (39.5) 0.1 (43.1) (49.5) (61.3) 0.1 (110.7) to arrive at underlying EBITDA related to investment in (31.7) (32.0) (44.2) (61.2) (169.1) - Non-GAAP Underlying EBITDA $ $ $ (155.7) $ $ $ $ (231.4) $ $ $ $ (172.8) $ $ $ $ (101.6) $ $ 1,331.4 $ 1,652.1 $ (661.5) $ 2,322.0

3 (3) Year-to-Date Volume in hectoliters Sales $ 2, (1) 2,025.8 $ 2, (1) 2, , (1) 2, , (1) 1, , (1) 8,822.2 Excise taxes (251.2) - (251.2) (311.6) - (311.6) (286.8) - (286.8) (247.1) - (247.1) (1,096.7) - (1,096.7) Net sales 1, , , , , , , , , ,725.5 Cost of goods sold (1,076.2) (17.4) (2) (1,093.6) (1,240.5) (16.8) (2) (1,257.3) (1,173.9) (14.5) (2) (1,188.4) (1,056.9) (29.5) (2) (1,086.4) (4,547.5) (78.2) (2) (4,625.7) Gross profit (17.4) (16.8) (14.5) (29.5) ,178.0 (78.2) 3,099.8 Marketing, general and administrative expenses (389.1) (16.6) (3) (405.7) (468.8) (15.7) (3) (484.5) (475.1) (16.7) (3) (491.8) (495.7) (15.4) (3) (511.1) (1,828.7) (64.4) (3) (1,893.1) Special items, net - - (4) (4) - (28.0) - (4) (28.0) (82.1) - (4) (82.1) (110.1) - (4) (110.1) Operating income (loss) (34.0) (32.5) (31.2) (44.9) ,239.2 (142.6) 1,096.6 Interest income (expense), net (0.3) - (0.3) (0.4) - (0.4) (0.3) - (0.3) (0.6) - (0.6) (1.6) - (1.6) Other income (expense), net ' income (loss) from continuing operations before income taxes $ $ (34.0) $ $ $ (32.5) $ $ $ (31.2) $ $ $ (44.9) $ 69.1 $ 1,243.3 $ (142.6) $ 1,100.7 ' income (loss) from continuing operations before income taxes $ $ (34.0) $ $ $ (32.5) $ $ $ (31.2) $ $ $ (44.9) $ 69.1 $ 1,243.3 $ (142.6) $ 1,100.7 Special items, net Non-GAAP: ' underlying pre-tax income (loss) $ $ (34.0) $ $ $ (32.5) $ $ $ (31.2) $ $ $ (44.9) $ $ 1,353.4 $ (142.6) $ 1,210.8

4 (4) Molson Coors Brewing Company and Subsidiaries ("") (Unaudited, $ in millions except per share data) Three Months Ended Three Months Ended Three Months Ended Three Months Ended Year Ended (In millions) (In millions) (In millions) (In millions) (In millions) (1) Sales Hectoliters of beer and other beverages sold (0.195) (0.236) (0.252) (0.271) (0.954) 's beer sales to $ 2.8 $ 3.2 $ 2.8 $ 2.9 $ 11.7 ' beer sales to Total pro forma adjustment to sales $ 11.9 $ 13.4 $ 14.4 $ 15.2 $ 54.9 (2) Cost of Goods Sold ("COGS") The following pro forma adjustments (increase)/decrease cost of goods sold: ' beer purchases from (1) $ 2.8 $ 3.2 $ 2.8 $ 2.9 $ 11.7 's beer purchases from (1) Depreciation (2) (18.7) (18.3) (17.7) (24.5) (79.2) ' royalties paid to SABMiller (3) Policy reclassification (4) (4.5) (5.1) (4.0) (11.3) (24.9) charges recorded for pallets (5) Total pro forma adjustment to COGS $ (5.5) $ (3.4) $ (0.1) $ (14.3) $ (23.3) (1) Reflects beer purchases between and that were previously recorded as affiliate purchases and became intercompany transactions after the acquisition was completed and thus will eliminate in consolidation. (2) Reflects the pro forma adjustment to depreciation expense associated with the preliminary estimated fair value of ' property, plant and equipment over the preliminary estimated remaining useful life. (3) Reflects royalties paid by to SABMiller plc for sales of certain of its licensed brands in the U.S. Upon completion of the acquisition, royalties will no longer be paid related to these licensed brands. See Purchase Agreement for additional details. (4) Reflect the reclassification of certain overhead costs from MG&A to COGS to align to policy related to profit and loss classification of such costs. (5) Reflects the amortization of pallet costs which were historically recorded as a non-current asset and amortized into COGS, separate from depreciation expense. As part of 's policy alignment, the pallets are now classified as depreciable fixed assets within Properties, net and the related depreciation is included as part of depreciation expense that is recognized in COGS. This adjustment reflects the removal of historical pallet amortization expense recorded within COGS and the depreciation pro forma adjustment above reflects the updated amount to be recorded as COGS depreciation going forward. (3) Marketing, General and Administrative ("MG&A") expenses The following pro forma adjustments increase/(decrease) MG&A expense: MG&A pro forma adjustment for depreciation and amortization (1) $ 20.6 $ 20.3 $ 20.2 $ 26.2 $ 87.3 ' service agreement charges to SABMiller Policy reclassification - See note COGS endnote 4 (4.5) (5.1) (4.0) (11.3) (24.9) transaction costs (6.9) (6.9) Total pro forma adjustment to MG&A $ 16.6 $ 15.7 $ 16.7 $ 8.5 $ 57.5 (1) Reflects the pro forma adjustment to depreciation expense associated with the preliminary estimated fair value of ' property, plant and equipment over the preliminary estimated remaining useful life and to amortization expense associated with the preliminary estimated fair value of ' definite-lived intangible assets over the preliminary estimated remaining useful life. (4) Interest Income (Expense), net Term Loan Debt issuance cost amortization expense $ 0.5 $ 0.5 $ 0.5 $ 0.7 $ 2.2 Interest expense on principal Total term loan interest expense adjustments $ 11.0 $ 11.2 $ 11.3 $ 13.0 $ Notes Debt issuance cost and discount amortization expense $ 1.3 $ 1.3 $ 1.3 $ 1.3 $ 5.2 Interest expense on principal Total 2016 Notes interest expense adjustments $ 51.4 $ 51.5 $ 51.1 $ 50.4 $ fees financing costs on term loan $ (0.1) $ (0.1) Total pro forma adjustment to interest expense $ 62.4 $ 62.7 $ 62.4 $ 63.4 $ The 2016 Notes, issued July 7, 2016, are fixed rate notes and the Term Loan, on which drew $2.5 billion at the close of the Acquisition to fund the transaction, is a variable rate loan (1.0% plus 1-month LIBOR). See SEC filings for further details. (5) Other Income (Expense), net financing costs on the bridge loan included in other income (expense) $ 6.9 $ 6.9 (6) Income Tax Benefit (Expense) Total pro forma adjustment to income tax benefit (expense) $ (25.9) $ (67.5) $ (45.9) $ 4.4 $ (134.9) (7) weighted-average shares Weighted-average shares basic Weighted-average shares diluted Impact of shares issued in Equity Offering Weighted-average shares basic Weighted-average shares diluted Pro forma weighted-average shares Weighted-average shares basic Weighted-average shares diluted Weighted-average shares outstanding have been calculated to include the impact of the shares that were issued in the first quarter of 2016 in conjunction with the equity offering, assuming such shares were outstanding on January 1, Separately, the Company issued 1 million of sharebased compensation awards to employees as replacement awards upon completion of the acquisition. The impact of the issuance of these replacement awards has been excluded for pro forma purposes based on materiality, however, will impact diluted earnings per share upon issuance.

5 (5) March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 December 31, 2016 Volume in hectoliters (0.202) (1) (0.285) (1) (0.220) (1) (0.020) (1) (0.728) (1) Sales $ $ 2,069.3 $ (11.9) (1) $ 3,008.2 $ 1,407.0 $ 2,426.3 $ (14.8) (1) $ 3, , ,292.5 (11.9) (1) 3, , (0.9) (1) 3, , ,987.2 (39.5) (1) 13,545.1 Excise taxes (293.6) (253.2) - (1) (546.8) (420.8) (299.6) 11.1 (1) (709.3) (390.1) (284.8) 1.2 (1) (673.7) (607.9) (24.2) - (1) (632.1) (1,712.4) (861.8) 12.3 (1) (2,561.9) Net sales ,816.1 (11.9) 2, ,126.7 (3.7) 3, ,007.7 (10.7) 2, , (0.9) 2, , ,125.4 (27.2) 10,983.2 Cost of goods sold (414.0) (1,033.0) (3.8) (2) (1,450.8) (562.2) (1,174.5) 0.4 (2) (1,736.3) (541.3) (1,150.8) (1.1) (2) (1,693.2) (1,485.6) (99.1) 81.8 (2) (1,502.9) (3,003.1) (3,457.4) 77.3 (2) (6,383.2) Gross profit (15.7) 1, (3.3) 1, (11.8) 1, , , ,600.0 Marketing, general and administrative expenses (250.9) (409.7) 1.2 (3) (659.4) (313.6) (477.1) 7.3 (3) (783.4) (278.9) (475.2) 4.9 (3) (749.2) (753.9) (51.2) 26.8 (3) (778.3) (1,597.3) (1,413.2) 40.2 (3) (2,970.3) Special items, net (36.9) - (4) 71.7 (34.5) (39.4) - (4) (73.9) 4.9 (8.3) - (4) (3.4) 2,444.9 (1.0) (2,965.0) (4) (521.1) 2,523.9 (85.6) (2,965.0) (4) (526.7) Equity income in (142.4) (191.9) (156.9) (9.7) (500.9) - Operating income (loss) (156.9) (187.9) (163.8) , (2,867.0) (334.3) 3, ,169.2 (3,375.6) 1,103.0 Interest income (expense), net (47.3) (0.5) (43.1) (5) (90.9) (40.5) (0.4) (50.8) (5) (91.7) (66.6) (0.5) (25.3) (5) (92.4) (90.0) - (3.8) (5) (93.8) (244.4) (1.4) (123.0) (5) (368.8) Other income (expense), net (15.3) (6) 4.7 (30.4) (6) (6) (2.3) (6) 12.9 (29.7) (6) 32.9 Income (loss) from continuing operations before income taxes $ $ $ (181.6) $ $ $ $ (206.9) $ $ $ $ (178.1) $ $ 2,434.3 $ 23.6 $ (2,873.1) $ (415.2) $ 3,035.3 $ 1,171.5 $ (3,439.7) $ Income tax benefit (expense) (16.7) 0.5 (59.5) (7) (75.7) (21.2) (2.5) (87.4) (7) (111.1) (19.6) (1.3) (74.7) (7) (95.6) (993.2) (7) (190.3) (1,050.7) (3.3) (7) (472.7) Net income (loss) from continuing operations (241.1) (294.3) (252.8) , (2,070.2) (605.5) 1, ,168.2 (2,858.4) Income (loss) from discontinued operations, net of tax (0.5) - - (0.5) (1.8) - - (1.8) (0.5) - - (0.5) (2.8) - - (2.8) Net income (loss) including noncontrolling interests (241.1) (294.3) (252.8) , (2,070.2) (606.0) 1, ,168.2 (2,858.4) Net (income) loss attributable to noncontrolling interests (0.8) (2.8) - (3.6) (1.6) (4.3) - (5.9) (1.3) (3.5) - (4.8) (2.2) (0.4) - (2.6) (5.9) (11.0) - (16.9) Net Income (loss) attributable to Molson Coors Brewing Company $ $ $ (241.1) $ $ $ $ (294.3) $ $ $ $ (252.8) $ $ 1,438.4 $ 23.2 $ (2,070.2) $ (608.6) $ 1,975.9 $ 1,157.2 $ (2,858.4) $ Net income (loss) per share attributable to Molson Coors Brewing Company from continuing operations: Net income (loss) attributable to Molson Coors Brewing Company from continuing operations $ $ $ (241.1) $ $ $ $ (294.3) $ $ $ $ (252.8) $ $ 1,438.9 $ 23.2 $ (2,070.2) $ (608.1) $ 1,978.7 $ 1,157.2 $ (2,858.4) $ Basic $ 0.80 $ 1.20 $ 0.81 $ 1.44 $ 0.94 $ 1.48 $ 6.70 $ (2.83) $ 9.33 $ 1.29 Diluted $ 0.80 $ 1.19 $ 0.81 $ 1.43 $ 0.94 $ 1.47 $ 6.65 $ (2.83) $ 9.27 $ 1.28 Weighted-average shares- basic (8) (8) (8) (8) (8) Weighted-average shares- diluted (8) (8) (8) (1.6) (8) (8) March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 December 31, 2016 Net income (loss) attributable to Molson Coors Brewing Company from continuing operations $ $ $ (241.1) $ $ $ $ (294.3) $ $ $ $ (252.8) $ $ 1,438.9 $ 23.2 $ (2,070.2) $ (608.1) $ 1,978.7 $ 1,157.2 $ (2,858.4) $ Special items, net (108.6) (71.7) (4.9) (2,444.9) 1.0 2, (2,523.9) , % of special items, net of tax (15.5) (16.5) (3.5) (0.4) (35.9) - Acquisition and integration related costs (53.7) (64.7) (67.5) (111.5) (297.4) 28.6 Unrealized mark-to-market (gains) and losses (2.3) - - (2.3) (13.0) - - (13.0) (3.5) - - (3.5) (4.3) - - (4.3) (23.1) - - (23.1) Other non-core (gains) and losses (8.8) - (8.8) (11.7) - - (11.7) (20.5) - - (20.5) Tax effects on special and non-gaap items (7.3) (0.1) (37.3) (0.1) 15.9 (21.5) (33.6) (9.7) (807.7) (0.2) (755.6) Non-GAAP: Underlying after-tax income $ $ $ (298.0) $ $ $ $ (359.6) $ $ $ $ (299.9) $ $ 99.3 $ 24.2 $ (24.8) $ 98.7 $ $ 1,242.6 $ (982.3) $ Underlying weighted-average shares- diluted Underlying earnings per share - diluted $ 0.56 $ 0.87 $ 1.11 $ 1.61 $ 1.03 $ 1.39 $ 0.46 $ 0.46 $ 3.17 $ 4.33 In the fourth quarter of 2016: For the full year of 2016 (on a pro forma basis): Transaction-related after-tax book amortization $ 9.4 Transaction-related after-tax book amortization $ 37.5 Transaction-related cash tax benefits $ 63.9 Transaction-related cash tax benefits $ We continue to expect transaction-related cash tax benefits to average more than $275 million per year for the next 15 years, but we now anticipate that these benefits will be somewhat front-end loaded in the first few years, with the later years slightly lower than the $275 million average. UNAUDITED PRO FORMA COMBINED NON-GAAP UNDERLYING EBITDA (earnings before interest, taxes, depreciation and amortization) March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 December 31, 2016 Net income (loss) attributable to Molson Coors Brewing Company from continuing operations $ $ $ (241.1) $ $ $ $ (294.3) $ $ $ $ (252.8) $ $ 1,438.9 $ 23.2 $ (2,070.2) $ (608.1) $ 1,978.7 $ 1,157.2 $ (2,858.4) $ Add: Net income (loss) attributable to noncontrolling interests U.S. GAAP: Net income (loss) from continuing operations $ $ $ (241.1) $ $ $ $ (294.3) $ $ $ $ (252.8) $ $ 1,441.1 $ 23.6 $ (2,070.2) $ (605.5) $ 1,984.6 $ 1,168.2 $ (2,858.4) $ Add: Interest expense (income), net Add: Income tax expense (benefit) 16.7 (0.5) (802.9) , (581.3) Add: Depreciation and amortization included in underlying income (57.2) 36.9 (53.7) (74.0) (64.7) (67.5) (8.9) (2,320.8) 1.0 2, (2,241.5) , to arrive at underlying EBITDA (23.4) (35.9) 20.4 (38.9) (16.6) (33.0) 13.3 (36.3) (42.3) (34.3) 39.3 (37.3) (6.9) (3.1) (89.2) (103.2) 76.8 (115.6) to arrive at underlying EBITDA related to investment in (48.5) (51.5) (38.5) (4.2) (142.7) - Non-GAAP Underlying EBITDA $ $ $ (185.5) $ $ $ $ (226.0) $ $ $ $ (187.6) $ $ $ 33.5 $ (13.3) $ $ 1,480.1 $ 1,515.7 $ (612.4) $ 2,383.4

6 (6) March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 December 31, /1-10/10 (Equity Method Investment) (Consolidated subsidiary) 1/1-10/10 (Equity Method Investment) (Consolidated subsidiary) Volume in hectoliters Sales 2,069.3 $ (1) 2,069.3 $ 2,426.3 $ (1) 2,426.3 $ 2,292.5 $ (1) 2,292.5 $ $ 1,780.0 $ (1) 1,979.1 $ 6,987.2 $ 1,780.0 $ (1) $ 8, (1) (1,062.9) Excise taxes (253.2) - (1) (253.2) (299.6) 11.1 (1) (288.5) (284.8) 1.2 (1) (283.6) (24.2) (213.4) - (1) (237.6) (861.8) (213.4) Net sales 1, , , , , , , , , , ,704.3 Cost of goods (1,033.0) (15.7) (2) (1,048.7) (1,174.5) (14.4) (2) (1,188.9) (1,150.8) (13.0) (2) (1,163.8) (99.1) (1,026.0) 80.9 (2) (1,044.2) (3,457.4) (1,026.0) 37.8 (2) (4,445.6) sold Gross profit (15.7) (3.3) (11.8) , ,258.7 Marketing, general and administrative expenses (409.7) (13.7) (3) (423.4) (477.1) (12.3) (3) (489.4) (475.2) (12.3) (3) (487.5) (51.2) (430.9) (1.2) (3) (483.3) (1,413.2) (430.9) (39.5) (3) (1,883.6) Special items, net (36.9) - (4) (36.9) (39.4) - (4) (39.4) (8.3) - (4) (8.3) (1.0) 2,959.1 (2,965.0) (4) (6.9) (85.6) 2,959.1 (2,965.0) (4) (91.5) Operating income (loss) (29.4) (15.6) (24.1) ,068.8 (2,885.3) , ,068.8 (2,954.4) 1,283.6 Interest income (expense), net (0.5) - (0.5) (0.4) - (0.4) (0.5) - (0.5) (1.4) - - (1.4) Other income (expense), net ' income (loss) from continuing operations before income taxes $ $ (29.4) $ $ $ (15.6) $ $ $ (24.1) $ $ 23.6 $ 3,069.5 $ (2,885.3) $ $ 1,171.5 $ 3,069.5 $ (2,954.4) $ 1,286.6 March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 December 31, /1-10/10 1/1-10/10 (Consolidated (Equity Method (Consolidated (Equity Method subsidiary) Investment) subsidiary) Investment) ' income (loss) from continuing operations before income taxes $ (29.4) $ $ $ (15.6) $ $ $ (24.1) $ $ 23.6 $ 3,069.5 $ (2,885.3) $ $ 1,171.5 $ 3,069.5 $ (2,954.4) $ 1,286.6 $ - Other non-core items (82.0) (82.0) Special items, net (2,959.1) 2, (2,959.1) 2, Non-GAAP: ' underlying pre-tax income (loss) $ $ (29.4) $ $ $ (15.6) $ $ $ (24.1) $ $ 24.6 $ $ (2.3) $ $ 1,257.1 $ (71.4) 1,378.1 $ $

7 (7) Molson Coors Brewing Company and Subsidiaries ("") (Unaudited, $ in millions except per share data) Three Months Ended Three Months Ended Three Months Ended Three Months Ended Year Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 December 31, 2016 (In millions) (In millions) (In millions) (In millions) (In millions) (1) Sales Hectoliters of beer and other beverages sold (0.202) (0.285) (0.220) (0.020) (0.728) 's beer sales to $ 2.0 $ 2.6 $ 2.6 $ 0.3 $ 7.5 ' beer sales to Total pro forma adjustment to sales $ 11.9 $ 14.8 $ 11.9 $ 0.9 $ 39.5 Excise tax adjustment (1) $ 11.1 $ 1.2 $ 12.3 (1) Reflects the benefit associated with an anticipated refund to Coors Brewing Company ("CBC"), a wholly-owned subsidiary of, of U.S. federal excise tax paid on products imported by CBC based on qualifying volumes exported from the U.S. by CBC. ly, the benefit was recorded within the Equity income in line item, which has been removed for pro forma purposes. Had the acquisition occurred at the beginning of the fiscal year, the excise tax benefit would have been recorded to the excise tax expense line item within the segment and as such has been adjusted in the pro forma information to reflect this. (2) Cost of Goods Sold ("COGS") The following pro forma adjustments (increase)/decrease cost of goods sold: ' beer purchases from (1) $ 2.0 $ 2.6 $ 2.6 $ 0.3 $ 7.5 's beer purchases from (1) Depreciation (2) (16.1) (14.5) (14.2) (1.3) (46.1) ' royalties paid to SABMiller (3) Policy reclassification (4) (5.5) (6.7) (6.0) (0.4) (18.6) charges recorded for pallets (5) charge for inventory step-up (6) Total pro forma adjustment to COGS $ (3.8) $ 0.4 $ (1.1) $ 81.8 $ 77.3 (1) Reflects beer purchases between and that were previously recorded as affiliate purchases and became intercompany transactions after the acquisition was completed and thus will eliminate in consolidation. (2) Reflects the pro forma adjustment to depreciation expense associated with the preliminary estimated fair value of ' property, plant and equipment over the preliminary estimated remaining useful life. (3) Reflects royalties paid by to SABMiller plc for sales of certain of its licensed brands in the U.S. Upon completion of the acquisition, royalties will no longer be paid related to these licensed brands. See Purchase Agreement for additional details. (4) Reflect the reclassification of certain overhead costs from MG&A to COGS to align to policy related to profit and loss classification of such costs. (5) Reflects the amortization of pallet costs which were historically recorded as a non-current asset and amortized into COGS, separate from depreciation expense. As part of 's policy alignment, the pallets are now classified as depreciable fixed assets within (6) Reflects the step-up in fair value of inventory related to the acquisition which was sold in the fourth quarter and therefore increased 's actual cost of sales. Given this is one-time and non-recurring, we have accordingly adjusted the pro formas. The fair value of inventories was determined based on the estimated selling price of the inventory less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. (3) Marketing, General and Administrative ("MG&A") expenses The following pro forma adjustments increase/(decrease) MG&A expense: MG&A pro forma adjustment for depreciation and amortization (1) $ 18.7 $ 18.5 $ 17.7 $ 1.6 $ 56.5 ' service agreement charges to SABMiller Policy reclassification - See note COGS endnote 4 (5.5) (6.7) (6.0) (0.4) (18.6) transaction costs (14.9) (19.6) (17.2) (28.0) (79.7) Total pro forma adjustment to MG&A $ (1.2) $ (7.3) $ (4.9) $ (26.8) $ (40.2) (1) Reflects the pro forma adjustment to depreciation expense associated with the preliminary estimated fair value of ' property, plant and equipment over the preliminary estimated remaining useful life and to amortization expense associated with the preliminary estimated fair value of ' definite-lived intangible assets over the preliminary estimated remaining useful life. (4) Special Items, Net Pro forma adjustment to special items, net (1) $ (2,965.0) $ (2,965.0) (1) Reflects the revaluation gain of approximately $3.4 billion recorded within special items, net, during the fourth quarter of 2016, representing the excess of the approximate $6.1 billion estimated fair value of 's pre-existing 42% equity interest in over its estimated transaction date carrying value of approximately $2.7 billion. Further, in association with the close of the acquisition, during the fourth quarter of 2016, recorded a loss of $458.3 million within special items, net related to the reclassification of 's historical AOCI related to its 42% interest in, thereby removing the historical balance from 's balance sheet. (5) Interest Income (Expense), net Term Loan Debt issuance cost amortization expense $ 0.5 $ 0.5 $ 0.5 $ 0.5 $ 2.0 Interest expense on principal Total term loan interest expense adjustments $ 12.6 $ 12.9 $ 13.5 $ 13.7 $ Notes Debt issuance cost and discount amortization expense $ 1.3 $ 1.3 $ 1.3 $ 1.3 $ 5.2 Interest expense on principal Total 2016 Notes interest expense adjustments $ 50.9 $ 51.2 $ 51.1 $ 50.9 $ fees financing costs on term loan $ (1.8) $ (1.9) $ (1.9) $ (11.9) $ (17.5) financing costs and interest expense on 2016 Notes - - (48.0) (50.9) (98.9) mark-to-market on swaptions (21.1) (15.3) - - (36.4) interest income on money market investments Total historical interest expense adjustments $ (20.4) $ (13.3) $ (39.3) $ (60.8) $ (133.8) Total pro forma adjustment to interest expense $ 43.1 $ 50.8 $ 25.3 $ 3.8 $ The 2016 Notes, issued July 7, 2016, are fixed rate notes and the Term Loan, on which drew $2.5 billion at the close of the Acquisition to fund the transaction, is a variable rate loan (1.0% plus 1-month LIBOR). See SEC filings for further details. (6) Other Income (Expense), net financing costs on the bridge loan included in other income (expense) $ 18.4 $ 20.2 $ 24.8 $ 63.4 derivative & FX gains (losses) related to the 2016 Notes (13.8) (2.3) (4.5) Total pro forma adjustment to other income (expense) $ 18.4 $ 31.8 $ 11.0 $ (2.3) $ 58.9 (7) Income Tax Benefit (Expense) Total pro forma adjustment to income tax benefit (expense) $ (59.5) $ (87.4) $ (74.7) $ $ (8) Weighted-Average Shares weighted-average shares Weighted-average shares basic Weighted-average shares diluted Impact of shares issued in Equity Offering Weighted-average shares basic Weighted-average shares diluted (1.6) 2.7 Pro forma weighted-average shares Weighted-average shares basic Weighted-average shares diluted Weighted-average shares outstanding have been calculated to include the impact of the shares that were issued in the first quarter of 2016 in conjunction with the equity offering, assuming such shares were outstanding on January 1, Separately, the Company issued 1 million of share-based compensation awards to employees as replacement awards upon completion of the acquisition. The impact of the issuance of these replacement awards has been excluded for pro forma purposes based on materiality, however, will impact diluted earnings per share upon issuance. Due to the anti-dilutive effect resulting from the pro forma net loss from continuing operations, the impact of potentially dilutive securities has been omitted from the quarterly calculation of weighted-average shares for diluted EPS for the fourth quarter of The impact of these potentially dilutive securities has been included in the calculation of weighted-average shares for diluted EPS for the full year pro forma results.