Investor Update September / October 2017 NASDAQ DAQ: BECN [Beacon - PowerPoint PPT Presentation

Investor Update September / October 2017 NASDAQ DAQ: BECN

[Beacon logo] Forward Looking Statements and Non-GAAP Measures This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the "Risk Factors" section of the Company's latest Form 10-K as well as the Company’s subsequent filings with the U.S. Securities and Exchange Commission (“SEC”). In addition, the forward-looking statements included in this presentation represent the Company's views as of the date of this presentation and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this presentation. This presentation includes EBITDA, Adjusted EBITDA, combined Adjusted EBITDA, combined net sales, combined net income and net debt of Beacon and EBITDA and Adjusted EBITDA of Allied, which are measures not presented in accordance with generally accepted accounting principles (“GAAP”). Beacon defines EBITDA as net income plus income tax expense, interest expense, net and depreciation and amortization. Beacon defines Adjusted EBITDA as EBITDA plus non-recurring acquisition costs and stock-based compensation. Beacon defines net debt as total debt less cash and cash equivalents. Allied defines EBITDA as net income plus income tax expense, interest expense, net and depreciation and amortization. Allied defines Adjusted EBITDA as EBITDA plus adjustments for certain one-time costs incurred by Allied. Combined Adjusted EBITDA is defined as combined net income plus combined interest expense (net of interest income), combined income taxes, combined depreciation and amortization expense, adjustments to contingent consideration, stock-based compensation, non-recurring acquisition costs, fiscal year 2017 year-to-date acquisition run-rate adjustments, other adjustments for certain one-time costs incurred by Allied and $110 million in anticipated annual run-rate synergies from the Allied acquisition. EBITDA is a measure commonly used in the distribution industry, and we present EBITDA, Adjusted EBITDA and combined Adjusted EBITDA to enhance your understanding of our operating performance. An Adjusted EBITDA-based metric is used in Beacon’s financing covenants and we and Allied use EBITDA, Adjusted EBITDA and combined Adjusted EBITDA as internal performance measurements and as two criteria for evaluating our performance relative to that of our peers. We and Allied believe that the presentation of EBITDA, Adjusted EBITDA and combined Adjusted EBITDA provide investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Further, we and Allied believe that EBITDA, Adjusted EBITDA and combined Adjusted EBITDA are useful measures because they improve comparability of results of operations, since purchase accounting used for acquisitions can render depreciation and amortization non-comparable between periods. We present net debt to enhance your understanding of our financial position. While we believe these are useful measures for investors, non-GAAP measures should not be considered in isolation or as a substitute for any items calculated in accordance with GAAP. In addition, this presentation includes projections regarding the expected accretive impact of the proposed transaction to Adjusted EPS, based on internal forecasts of Adjusted EPS, which forecasts are non-GAAP financial measures and are derived by excluding transaction related expenses and incremental deal-related intangibles amortization. These accretion projections also should not be considered a substitute for GAAP measures. The determination of the amounts that are excluded in making the accretion calculations are a matter of management judgment. NASDAQ: : BECN CN Investor Presentation 2

A Compelling Acquisition An acquisition of Allied is well-aligned with Beacon’s strategic priorities.  Enhances footprint and improves scale, positioning the combined company among industry leaders with 593 (1) branches and LTM 6/30/17 combined net sales of approximately $7 billion of which over 70% is repair & remodel  Roofing remains the company's core focus driving ~70% of the combined net sales  Creates a powerful and diverse building materials distribution platform with multiple avenues for growth  Entry into adjacent interior products, a market structured similarly to roofing  Projected $110 million in annual run-rate synergies, creating significant shareholder value  Expected to be dilutive to GAAP EPS in year one, immediately accretive to Adjusted EPS (2)  Expected to be accretive to GAAP EPS by year two  ~$675 million of combined LTM 6/30/17 Adjusted EBITDA (3)  Strengthens ability to capitalize on the recovery in the housing and construction markets (1) As of announcement on 8/24/17. (2) Excludes transaction related expenses and incremental deal-related intangibles amortization. (3) Includes $110mm of annual run-rate synergies and adjustments for, among other things, fiscal 2017 run-rate acquisitions. See reconciliation of net income to combined Adjusted EBITDA after cost savings on slide 25. NASDAQ: : BECN CN Investor Presentation 3

Transaction Summary • $2.625 billion assuming cash-free, debt-free balance sheet at closing Purchase Price – 8.7x Adjusted EBITDA, including projected run-rate synergies (1) • $110 million projected run-rate annual pre-tax synergies through branch consolidation, procurement and overhead efficiencies Synergies • ~$50 million of costs to achieve synergies, predominantly incurred in the first twelve months • Expected to be immediately accretive to Adjusted EPS (2) , dilutive to GAAP EPS in year one and accretive to GAAP EPS by year two Financial Impact • Accelerated amortization of intangibles expected to have ~$75 million impact in the first full year • Strong combined free cash flow generation expected to drive rapid deleveraging • $2.2 billion of incremental fully-committed debt financing (3) , anticipated to be allocated between: – ~$380 million in drawings against an upsized $1.3 billion 5-year ABL Debt Financing – ~$530 million of incremental Term Loan B – ~$1.3 billion in new senior unsecured notes • CD&R has committed to provide up to $498 million in Perpetual Convertible Preferred Equity CD&R Equity • Beacon intends to reduce CD&R’s commitment to $400 million through proceeds from the proposed offering Investment • Strong historical relationship via RSG to continue with additional Board representation post-close • Customary regulatory approvals and closing conditions Timing and • Targeted to close on January 2 nd , 2018 Closing Conditions (1) Allied LTM 6/30/2017 EBITDA. Includes $110mm of projected run-rate synergies. (2) Excludes transaction related expenses and incremental deal-related intangibles amortization. (3) Excludes $450mm of outstanding borrowings under existing ABL and $440mm of outstanding borrowings under existing Term Loan B, which will be refinanced by new fully-underwritten $970mm Term Loan B. Financing plans are indicative and subject to market conditions at the time of financing. NASDAQ: : BECN CN Investor Presentation 4

Beacon Update NASDAQ DAQ: BECN

Beacon Continues its Consistent, Long-Term Performance Revenue • A leader in key metropolitan areas in the United States & Canada ($ in billions) ― 385 branches across 48 U.S. states and six Canadian $6.8 provinces (1) ― Serving nearly 67,000 customers with a broad product offering up to 46,000 SKU’s $4.1 ― End market demand largely driven by repair and remodel expenditures $2.0 $1.7 • Strong long-term historical financial performance (2) $0.7 • Historical sales CAGR = 17% 2004 2008 2012 2016 Combined LTM 6/30 • Historical adjusted EBITDA CAGR = 18% • Historical operating margin averages 5.0% - 6.0% Adj. EBITDA ($ in millions) • Balanced, sustainable approach to growth through acquisitions $675 and greenfield / organic growth • On October 1, 2015 acquired 85-branch Roofing Supply Group (RSG) for $1.1 billion $347 • Completed an average of ~4 bolt-on acquisitions per year since 2012 (20 total), or 43 acquisitions since the IPO $168 $129 • Opened ~6 greenfields on average over the last five years, or $49 78 in total since 2004 IPO 2004 2008 2012 2016 Combined (1) As of announcement on 8/24/17. LTM 6/30 (2) Since IPO, CAGRs through FY 2016. (3) Includes $110 million of run-rate cost savings. See appendix for reconciliation of Adjusted EBITDA. NASDAQ: : BECN CN Investor Presentation 6