Good day, ladies and gentlemen, and welcome to the Molson Coors Brewing Company 2008 first quarter earnings conference call. (Operator Instructions) I would now like to introduce your host for today’s conference, Mr. Leo Kiely, President and Chief Executive Officer of Molson Coors Brewing Company. Sir, you may begin.

Thanks, Matt. Hello and welcome everybody and thanks for joining us today. With me on the call are: Tim Wolf, Kevin Boyce, Peter Swinburn, Mark Hunter, the CEO of our Coors Brewers Limited business; Dave Perkins, President of Global Brand and Market Development; Sam Walker, our Chief Legal Officer; Mike Gannon, our global Treasurer; Marty Miller, our global Controller; and Dave Dunnewald, Vice President of Investor Relations. This morning Tim and I will take you through some highlights of our first quarter 2008 results for the Molson Coors Brewing Company, along with some perspective on 2008, and then we will open it up for questions. The first quarter of 2008 was a very strong quarter for our company, as we continued to achieve solid top-line and bottom-line performance. Let's start with some global highlights for the quarter: we grew Coors Light sales to retail more than 5% globally in the first quarter. We achieved net sales growth of more than 10%, driven by brand strength, positive pricing, and the benefit of favorable foreign currency. We grew net pricing in all three of our major markets on the strength of our brands and the discipline of our sales teams. We captured $29 million of cost reductions as part of our Resources for Growth program in the quarter. These cost reduction programs allowed us to offset more than 90% of our cost inflation in the quarter. We continued to invest with discipline and at a high level in our brands and our sales capabilities in each of our businesses. We used cash on hand to pay down more than $180 million worth of high-rate senior notes during the quarter. And excluding special and other one-time items, we more than doubled our consolidated income from continuing operations in the first quarter of 2008…

Thanks, Leo, and hello to everybody out there. I'll start with first quarter financial highlights. In the quarter, we grew total-company volume 2.8% and net sales 10.4%. Gross profit increased $63.2 million, driving more than a full percentage point improvement in gross margin. Our operating margin of 6.3% excluding special items also increased more than a full percentage point from a year ago. On the bottom line, we achieved underlying after-tax earnings of $59.1 million, or $0.32 per diluted share, in the first quarter, which is up 136% from a year ago. We will discuss our earnings performance today primarily in terms of underlying earnings, which is a common performance measure that excludes special and other one-time items from our U.S. GAAP results. Also, unless otherwise indicated, all of the financial results we share with you today will be in U.S. Dollars. Our first quarter underlying earnings exclude restructuring costs in the U.K., brewery closure costs in Canada, and expenses related to our proposed U.S. joint venture, partially offset by a gain on the sale of our company-owned distributorship in Boise, Idaho. We also exclude one-time debt extinguishment costs of $12.4 million, which we used to repurchase $180 million of our 6-3/8% senior notes that were due 2012. This debt tender made good sense because we had cash on hand from year end and saw good value in paying down high-cost debt, especially with short-term rates so low. These adjustments to our U.S. GAAP results are described in more detail in the earnings news release we distributed this morning. Net foreign exchange improvements increased our total-company pretax profit by approximately $4 million in the first quarter on an underlying basis, driven by the appreciation of the Canadian Dollar versus the U.S. Dollar. Before I go through our business segment results,…

Thanks, Tim. In 2008, we remain focused on building strong brands and reducing costs in each of our businesses. To keep our brand momentum going this year -- in Canada, we are building momentum in our strategic brands by rolling out innovative new packages, promotions and advertising creative in the year. Coors Light is receiving strong investment behind new ad creative and our Cold Certified campaign. We expect the solid growth trends to continue on our super-premium owned brands -- that’s Rickard's and Creemore -- including the continuation of our highly successful national rollout of Rickard's White. We will also focus on improving the performance of our Molson trademark brands throughout 2008 by introducing new advertising and innovation for Molson Canadian, Export and Dry. Our super-premium partner-import brands continued their double-digit organic growth in the first quarter. Our new long-term joint venture to import, distribute and market the Modelo beer portfolio across Canada further strengthens that portfolio and provides enhanced share growth opportunities for us in Western Canada. From a trade promotion standpoint, Quebec has started the year with considerable competitive activity. We remain committed to growing our strategic brands while ensuring that our portfolio remains competitive on a market-by-market basis. In the U.S., our strong volume and share growth continues, as does our delivery of substantial cost reductions. Coors Light, Keystone Light and Blue Moon will remain our national focus brands, and we intend to continue to leverage the momentum behind Coors Banquet to further expand distribution. We are also implementing programs to improve sales trends for Killian's and Molson Canadian. Our brands are strong and primarily play in healthy segments of the U.S. beer industry. We will continue to drive sales and profit by bringing our Rocky Mountain Cold Refreshment to more consumers and by extending our successful…

(Operator Instructions) Our first question comes from Mark Swartzberg from Stifel Nicolaus.

Thanks. Good morning, guys. Leo or Peter, I didn’t catch if Peter was there but obviously U.S. momentum is very good here, and you mentioned the opportunity for added distribution gains. Could you be a little -- give us a little more detail on the opportunity for added distribution? And as you think of some of the markets that are doing well but not as strong as that double-digit of the 15, are there some markets that you think that are of size that have some near-term opportunity to get to that even stronger rate of growth we are seeing for those 15?

First of all on distribution, I think we quoted a figure of about 30,000 year-to-date, which is where we are, and I think at the analyst review back in March, we said that about 50% of last year’s growth came from distribution. I’m not going to give you a [inaudible] in terms of quoting a number but suffice to say that we know AB within the competitive set of Keystone Light and Coors Light have something like 600,000 to 800,000 more placements than we do, so we see continued opportunity in the distribution both this year and going forward for our key brands. In terms of the markets that are not in double-digit growth, you’ve really got to balance that out between percentage increase and volume momentum. And what we are really interested in is seeing good momentum in all of our markets and looking to gain share in all of our markets. And presently, we are doing really well on that front. So it really is a -- it’s a market by market share gain that we are looking for and as I said, we are doing very well on all of those fronts and across all of the channels as well. So hopefully that gives you the answer you required.

Yeah, very helpful. Thank you, Peter.

Thank you. Our next question comes from Anthony [Bucalla] from Credit Suisse.

The question is for Peter, along a similar line as Mark’s question -- you said you had 15 states where you had double-digit growth in the brand portfolio, correct?

Correct.

Are those states where you are traditionally strong or are they states where you are generally under-indexed relative to your national share?

It’s a complete mix.

Any more detail than that?

Well, really no, I mean, without giving you market by market exactly what we are doing. We are performing very well in some markets in the east coast, where you know we are traditionally strong. We are performing exceptionally well in some places in the central part of the Midwest and also in the west, so it is -- in the west, we’re strong as well. In the Midwest, historically we’ve not been as strong. So it is a complete mix. I’m not trying to avoid the question.

Just to follow on, I mean, think about the math of what Peter is talking about. For 47 out of 50 states, on average to pull through 7.1% growth -- now again, this is just the 50 states excluding Puerto Rico, you’ve got to have a very, very healthy and right skewed distribution, right? I mean so -- we can talk about angels on a pinhead in terms of which states do what but the overall distribution of those 47 states is very, very healthy around that 7%. Some were a little bit lower, but not a lot lower, and you have a full one-third of those 47 states operating above 10%. So just a really, really strong portfolio, if you will, of states.

So there is no one particular state that you would highlight as a strong market -- it’s sort of a portfolio?

I think that’s what Peter is saying, yeah.

Okay, and just a quick question for Tim -- it looks like there may be some rules changes as it pertains to convertible debt, some accounting changes. What do you expect to see in your P&L next year if you are in a position to do some gymnastics on that?

Our friends at FASB are always at work on our behalf. If indeed that happens, and it looks like it will, that amortization of the as if interest expense would impact the expense line. Understand that it is non-cash; understand it doesn’t affect the fundamental economics and the wisdom retrospectively and prospectively of us having done that financing, and so yeah, from an accounting basis, it would be a hit to the P&L but nothing of any significance.

Okay, so you are not expecting to give any sort of guidance on how to account for this in the P&L next year?

No, I mean we’ll -- as we finish up this year and we look at our plans for 2009, we’ll be happy to do that and the reason why it makes no sense to do that now is I think we’d want to see where our cash balances are, toward the end of this year we want to see what investment rates on invested cash look like. I think it would be premature to give you a number but again, I think the most important point, with great respect to the accounting, this won’t affect the fundamental economics of that really good financing.

Great. Thank you very much and congratulations on a good quarter.

Thank you. Our next question comes from Bryan Spillane from Banc of America.

Good morning, guys. Just a couple of questions -- first, in the U.K. you talked a bit about the impact of the smoking bans and I guess Leo, can you just talk a little bit about -- has the U.K. reacted -- has the lag or the time it’s taken for demand to normalize been a little bit longer for some reason in the U.K. than you’ve seen in some other markets?

That’s really hard to compare. I think we are right in the middle of it in the U.K. and we’ve seen tremendous variability within state to state within the United States and we are seeing that in Canada. But Mark, I think you can give some perspective within the U.K. markets.

Really just to build on Leo’s point, there’s a number of things which are impacting the U.K. market performance. The smoking ban is one. As we come out of the first quarter of this year, the timing of Easter and obviously the magnitude of the excise duty increase that the government imposed, so all of those things are in the mix, so it is very difficult to call. Our assessment is that particularly within on-premise, the underlying rate of decline of the market, which had been running at around about 4% or 5% has increased by two to three percentage points, so the market has been running at around about 8%. But it is really going to be August/September of this year before we start to see probably the new base for in particular the on-premise and the beer industry.

And Mark, on the excise tax increase, has most of that been passed through? Have retailers passed that through to consumers directly?

I can’t talk for what everybody has done but certainly at the Coors business in the U.K., that excise increase has been passed through to all of our customers. Those customers will then decide how they want to deal with that within their premises but we are certainly seeing -- we certainly saw pricing appear to harden within the off-premise channel. It looks like it’s got a little bit competitive again in the last couple of weeks.

Okay, and then Leo and Tim, just as you hopefully will begin spending most of your time focused on the U.S., you know, it’s been probably 30 years since you’ve seen an environment that has been this inflationary, especially harsh on wholesalers, given where fuel costs are. Can you talk a little bit about how the -- just the longevity, the length of this inflationary environment, what toll you think it’s taking on wholesalers right now, and do you suspect or do you think that it is going to drive maybe further consolidation of the wholesaler tier or cause some other changes to the way wholesalers approach the business, just given their costs have been rebased so much higher in the last two years.

There’s no doubt this is a significant impact on our wholesalers but you know, the wholesalers are resilient characters as well, however. And I think this will inevitably bring pressure, continued pressure, I’m not sure increase but continued pressure, on consolidation at the wholesale level. You know, something we believed for a long time is that well-resourced and obviously well-managed wholesalers are real assets to all brewers and in our sense, that’s why we’ve been pro-consolidation for probably the past 10 or 12 years. Some escalation of the pressure there but I don’t -- frankly, I don’t see anything way unusual about the wholesaler reaction in this environment right now. They are hunkering down and have an incentive to sell more beer.

Bryan, I guess the other thing I might add is obviously our JV is not being formed because of inflation, but it could not happen at a better time because by bringing two great companies together and in effect reducing distance traveled from brewery to market, it will decline by about a third, a little less than a third for all Miller products, all Coors products. We are going to do everything we can to reduce the costs that either of the companies separate would have incurred. That’s call synergies, right? So we are going to be hard about that work and our objective will be to meet or exceed the committed $500 million of synergies and that couldn’t happen at a better time.

Great. Thanks, guys.

Thank you. Our next question comes from Judy Hong from Goldman Sachs.

Hi, everyone. Leo, a couple of questions on the JV, I’m just wondering if you have any update on the timing of when you would expect a decision from the DOJ? I think there is a lot of chatter out there that we could get a decision by the end of this month. So I’m wondering if you have any clarity on the timing.

No, we are smack in the middle of the process, Judy. Very few tea leaves to read. As we’ve reported before, we anticipate clearance in the middle of the year and I would say we are still there. Meanwhile, we are doing everything possible we can to get off to a fast start within the guidelines of what are appropriate and frankly staying very focused on selling beer.

Okay, and then with both you and Tim moving over to the JV, I’m just wondering if there is anything to read in terms of the future corporate structure in thinking about the Coors management really moving over to the new JV and you are left with Molson Coors management that has -- I’m just wondering if there is anything to read in terms of both you and Tim moving over to the JV.

No, I don’t think so at all, Judy. Look, we’ve -- in many ways, this merger of Miller and Coors in the U.S. is delivering the strategy we set out three years ago for Molson Coors. And you know we said that our first priority was really to firm up the performance in our core markets so that we could take Molson Coors on to the destiny we believed at the time of the merger. Frankly, I think we’ve got a terrific management team here and our depth of management is very good. We have a robust succession process with our board, so I think the baton pass here is going to be very clean and just very excited about the future of Molson Coors.

Okay, and then Tim, I have a question on where you are on your decision of using the step-up in the free cash flow this year. I know at the analyst meeting you wanted to get a little bit more clarity in terms of the CapEx requirement for the JV. I’m wondering if you’ve finalized that number and at this point we’re closer to getting some kind of an announcement on the use of cash .

Judy, thanks for the question. I am astounded I got the question. I’m just kidding. No, you were kind to raise it and I don’t have an update for you today. Needless to say we have traveled further in time so we’ve got more clarity than obviously we did at the beginning of March. We are still working it and we will continue to have the conversation with our management team and our board and certainly are very sensitive to and aware of the sort of issues that you and others have raised, and we’ll continue to work it here and if and when we have a decision, we will certainly communicate it in a timely fashion.

And then my last question for Kevin -- if you look at Canada, the FTR excluding Modelo was up 0.7%. You talked about losing a little bit of share in the first quarter, as well as a step-up in competitive activity in Quebec. Can you just talk about that and how that sort of translated into your share performance in the first quarter and how we should think about your share trends for the balance of the year?

If you look at historically we’ve spent a lot of time talking about Ontario, so I’ll just start there, where we had less activity in terms of discounting and absolute number of activations, if you like, or weeks on sale this year versus last year. Quite a substantial reduction, actually, so we are very encouraged in Ontario by our share performance and nationally, when you look at it, considering the amount of pricing that we got to hold relative to the discounting in the marketplace, we actually think it’s a good tribute to the strength of our brands. What you are seeing in Quebec is our major competitor has actually increased their discounting in the first quarter and that continues into the second quarter in the face of some share losses they’ve experienced. We’ll obviously continue to intelligently drive our strategic brand growth and react on a market-by-market basis.

Okay, and just clarification -- you said revenue per barrel was up 6.4% in Canada?

Correct.

And how much of that was mix versus --

About half of it is pricing and about half of it is really the change in the Fosters business, if you like, and the fact that we no longer have it, which was a negative impact on NSR.

Three points of pricing, that includes also the mix benefit from the growth of the import portfolio as well?

Most of it is pricing, so the vast, vast majority of that 3% is pricing.

Thanks a lot, guys.

(Operator Instructions) Our next question comes from Christine Farkas from Merrill Lynch.

Thank you very much. Good morning, everyone. Keeping with Canada just for a second, Kevin, given the economy and given the discounting that you are seeing in Canada, can you add a little bit of color on whether or not there are now category -- or are there any category mix shifts going on? It sounded like it improved in ’07. Are you seeing a reversal of that trend to value?

No, actually the value segment -- and part of it is probably the way that we look at the value segment, it’s brands at their normal price, so if you discount say a Canadian into a lower price, we still consider it a premium business, if you like. But the value segment continues to decline on a national basis and we have seen some resurgence of the premium segment as they’ve been a little bit keener in pricing. So I think what you’ve seen in the first quarter was pretty predictable. It’s a little bit of jockeying as the companies are trying to figure out what’s going to happen the rest of the year. I would say compared to previous year across the country, price increases have come a little bit earlier.

Okay, great, and then moving to the U.S., again with the economy, can you talk maybe a little bit, Peter, about the trends in the C stores or on-premise here -- has there been any acceleration in that traffic, or deceleration in that traffic?

Sure, Christine. Two sort of answers -- first of all, as far at the overall industry is concerned, then yes, we have seen -- we’ve seen a downturn in the on-premise, which has been probably the most significant change. No other real significant movements. As far as we are concerned, we’ve not really experienced any change in our trends from last year. We continue to have quite a strong showing in all channels, specifically in drugstore and convenience and specifically in the restaurant channel in the on-tray, so our on-tray business continues to do well. If you look at our individual brands, we are not seeing any significant changes within those brands either, so Keystone Light continues to grow at double-digit rates, which is very much in line with where it was last year. Coors light continues to be strong and certainly hasn’t come off last year’s momentum. And at the other end of the spectrum, Blue Moon again is still in high-double-digits, so we are not really seeing anything within our brands that would suggest either trading out or trading down.

And then if you were to extrapolate or isolate the distribution gains in your brand, and you look at really just the core brands year-over-year or apples-to-apples basis, would you similarly that the growth is very much intact there across channel?

Yeah, we are seeing velocity -- I mean a come-back to the on-premise and we are seeing significant distribution growth but in the quarter, we also saw velocity growth for all our brands, including Coors Light and for Coors Light, that was the first velocity growth that we’ve seen for the last eight quarters.

Okay, great. And then a couple of questions for Tim -- the accelerated long-term incentive expenses, could you split that for us? Was it just in the U.S. and global or did that hit all segments?

No, it hit all segments.

And would you have a dollar amount just roughly of the $25 million how much of that was in the U.S.?

The U.S. was about half of it.

Half, and would you -- based on your comments, it sounds like there is more of this to come in the remaining quarters of ’08, did I hear you correctly?

No, we are done with this multi-year program and my anticipation, and Leo can probably handle this better than I, but is the Molson Coors comp committee would probably be inclined to begin another cycle but I don’t think we’ve got detail on what that’s going to look like. But again, if you go back in time three years ago, we anticipated that this very tough target would take circa three, four plus years to achieve. And originally we thought this would be achieved maybe in mid late ’09 and as our businesses have gotten stronger and stronger, we’ve taken costs out, our momentum has accelerated, we realized that we would be hitting it in this quarter, which we did, and so that pushed basically three to four quarters worth of expense into this first quarter. So for this program, no more this year.

Okay, that’s done. And then finally in Canada, that JV equity income now, can you just remind us, the volumes come out of your top line but the JV equity income, that comes in through your operating income in Canada or other income -- where does that come in?

It comes in operating income and the cost of goods.

And the cost of goods?

In the cost of goods, yeah.

Okay.

Essentially it’s in the margin.

Okay, and then just a clarification, Tim, in terms of the buy-back plans or potential buy-back plans for Molson Coors; are you essentially waiting for the Miller Coors venture to be approved and looking at your overall statements before making a decision, or could this be a separate decision for your board?

No update right now. I mean, we’ve gotten some of the markers that we said we wanted to collect in March in terms of CapEx spending and overall cash performance. I think we are on track with our analysis but we have some more bases to touch before we take a decision.

Okay. Thank you very much.

Thank you. Our next question comes from Kaumil Gajrawala from UBS.

Thanks. Good afternoon, everybody. The first question, I think I just missed it but Leo, did you give an update on April STRs for the U.S.?

I did. Tim, what was that number?

The U.S. number was a high-single-digit.

Okay, thanks. And then the next question on the distribution increases, was there a period of time last year, maybe a quarter, where distribution really started to accelerate? And mainly I’m asking to see if we are going to come into a period where you start to lap that and it’s difficult to get incremental distribution from that point forward.

The distribution gains for last year were probably -- yeah, they were weighted, sorry, not probably -- they were weighted into the second and third quarters, so in terms of lapping those, yes we are but I would still come back to the main point I made earlier, and that is that there’s really significant headroom for us in terms of distribution compared to the competitive set certainly if you use Anheuser-Busch as the main driver of distribution in their brands. So we’ve got plenty of headroom so lapping really isn’t an issue for us. There’s lots for us to go for.

Okay, and then maybe if you could help us a little bit on what’s behind the distribution gains. Is it that the key account program is now three years -- you know, it’s been about three years and it’s got some momentum? Or is it that the brands are very strong in a few regions and then other regions are picking it up? Could you maybe help us with what’s behind --

Sure I can and the latter point is probably the correct one. It’s not isolated to certain channels or certain geographies. This is happening right across the piece, so yes, our national account structure that we put in some years ago is really beginning to gain momentum now but equally, the brands -- and I think we quoted it in the release that we gave you -- over 90% of our portfolio is growing, so when you’ve got momentum like that, gaining distribution with retailers becomes much easier, confidence in the distributors to put these brands into distribution, new SKUs into distribution is really high because they are not concerned about having to pick it up at a later date. So we really are increasing distribution across geographies and channels and brands.

Okay, great. And then last thing for the U.S. and for Canada, if you could give us your views on the consumer and how you feel about the price increases that have gone through and whether the consumer can handle it, given what we are hearing related to the economy.

I’ll take it first, if you like. I can only tell you where we are. I mean, you’ve seen our net sales revenue figures and you’ve seen what portion of that is pricing that’s gone into the market and you’ve seen our volume sales. So I think really that answers the question.

I think from our standpoint, we did take pricing, as I mentioned earlier, earlier in the year than perhaps previous years. There’s been a lot of reports in newspapers about some of the brewers, particularly the small brewers, facing increased pressure. I think right now, the pricing that has gone into the marketplace has been relatively well-received. The economy is slowing a touch but I still think the Canadian economy is in pretty good shape, so we are confident with the position we are in.

Okay. Thank you, everybody.

(Operator Instructions) Gentlemen, I’m showing no further questions.

That’s great, Matt. Thanks for being with us, everybody, today and we’ll be back with further announcements when we’ve got them and if not before, we’ll talk to you at the end of the quarter. But have a nice week, everybody.

Ladies and gentlemen, thank you for participating in today’s conference. This does conclude the program. You may now disconnect. Everyone have a great day.