Note 12—Guarantor Subsidiaries

Guarantor Subsidiaries for DSS Notes

The DSS Notes assumed as part of the acquisition of DSS are guaranteed on a senior basis by Cott Corporation and certain of its 100% owned direct and indirect subsidiaries (the “DSS Guarantor Subsidiaries”). DSS and each DSS Guarantor Subsidiary is 100% owned by Cott Corporation. The DSS Notes are fully and unconditionally, jointly and severally, guaranteed by Cott Corporation and the DSS Guarantor Subsidiaries. The Indenture governing the DSS Notes (“DSS Indenture”) requires any 100% owned domestic restricted subsidiary (i) that guarantees or becomes a borrower under the Credit Agreement (as defined in the DSS Indenture) or the asset-based lending facility (the “ABL facility”) or (ii) that guarantees any other indebtedness of Cott Corporation, DSS or any of the DSS Guarantor Subsidiaries (other than junior lien obligations) secured by collateral (other than Excluded Property (as defined in the DSS Indenture)) to guarantee on a secured basis the DSS Notes. The guarantees of Cott Corporation and the DSS Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary conditions set forth in the Indenture governing the DSS Notes.

We have not presented separate financial statements and separate disclosures have not been provided concerning the DSS Guarantor Subsidiaries due to the presentation of condensed consolidating financial information set forth in this Note, consistent with Securities and Exchange Commission (“SEC”) rules governing reporting of subsidiary financial information.

The following summarized condensed consolidating financial information of the Company sets forth on a consolidating basis: our Balance Sheets, Statements of Operations and Cash Flows for Cott Corporation, DSS, the DSS Guarantor Subsidiaries and our other non-guarantor subsidiaries (the “DSS Non-Guarantor Subsidiaries”). This supplemental financial information reflects our investments and those of DSS in their respective subsidiaries using the equity method of accounting.

The €450.0 million (U.S. $480.7 million at the exchange rate in effect on April 1, 2017) of 5.500% senior notes due 2024 (the “2024 Notes”) were initially issued on June 30, 2016 by Cott Finance Corporation, which was not a DSS Guarantor Subsidiary. Cott Finance Corporation was declared an unrestricted subsidiary under the Indenture governing the DSS Notes. As a result, such entity is reflected as a DSS Non-Guarantor Subsidiary in the following summarized condensed consolidating financial information through August 2, 2016. Substantially simultaneously with the closing of the Eden Acquisition on August 2, 2016, we assumed all of the obligations of Cott Finance Corporation as issuer under the 2024 Notes, and Cott Corporation’s U.S., Canadian, U.K., Luxembourg and Dutch subsidiaries that are currently obligors under the 2022 Notes and the 2020 Notes (including Cott Beverages Inc.) entered into a supplemental indenture to guarantee the 2024 Notes. Currently, the obligors under the 2024 Notes are different than the obligors under the DSS Notes, but identical to the obligors under the 2020 Notes and the 2022 Notes. The 2024 Notes are listed on the official list of the Irish Stock Exchange and are traded on the Global Exchange Market thereof.

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 1, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	34.7		$	248.8		$	506.4		$	117.7		$	(11.2	)	$	896.4
Cost of sales		30.6			97.5			417.2			51.7			(11.2	)		585.8

Gross profit		4.1			151.3			89.2			66.0			—			310.6
Selling, general and administrative expenses		6.5			139.8			87.0			57.8			—			291.1
Loss (gain) on disposal of property, plant & equipment		—			1.7			(0.3	)		—			—			1.4
Acquisition and integration expenses		—			1.6			2.6			3.1			—			7.3

Operating (loss) income		(2.4	)		8.2			(0.1	)		5.1			—			10.8
Other expense (income), net		0.3			(0.6	)		9.5			(0.8	)		—			8.4
Intercompany interest (income) expense, net		(1.5	)		10.8			(5.1	)		(4.2	)		—			—
Interest expense (income), net		7.0			7.3			21.5			(0.1	)		—			35.7

(Loss) income before income tax expense and equity (loss) income		(8.2	)		(9.3	)		(26.0	)		10.2			—			(33.3	)
Income tax expense		—			0.4			0.5			0.2			—			1.1
Equity (loss) income		(28.2	)		—			2.1			—			26.1			—

Net (loss) income	$	(36.4	)	$	(9.7	)	$	(24.4	)	$	10.0		$	26.1		$	(34.4	)
Less: Net income attributable to non-controlling interests		—			—			—			2.0			—			2.0

Net (loss) income attributed to Cott Corporation	$	(36.4	)	$	(9.7	)	$	(24.4	)	$	8.0		$	26.1		$	(36.4	)

Comprehensive (loss) income attributed to Cott Corporation	$	(24.2	)	$	(9.7	)	$	(34.0	)	$	14.8		$	28.9		$	(24.2	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 2, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	33.8		$	243.1		$	406.8		$	28.5		$	(13.8	)	$	698.4
Cost of sales		29.7			97.4			348.2			22.9			(13.8	)		484.4

Gross profit		4.1			145.7			58.6			5.6			—			214.0
Selling, general and administrative expenses		5.5			137.2			51.6			2.7			—			197.0
Loss (gain) on disposal of property, plant & equipment		—			1.8			(0.9	)		—			—			0.9
Acquisition and integration expenses		—			0.9			0.5			—			—			1.4

Operating (loss) income		(1.4	)		5.8			7.4			2.9			—			14.7
Other (income) expense, net		(1.6	)		(1.0	)		0.4			—			—			(2.2	)
Intercompany interest expense (income), net		—			10.8			(10.8	)		—			—			—
Interest expense, net		0.2			7.4			20.2			—			—			27.8

(Loss) income before income tax (benefit) expense and equity (loss) income		—			(11.4	)		(2.4	)		2.9			—			(10.9	)
Income tax (benefit) expense		—			(4.2	)		(5.4	)		0.1			—			(9.5	)
Equity (loss) income		(2.8	)		—			1.8			—			1.0			—

Net (loss) income	$	(2.8	)	$	(7.2	)	$	4.8		$	2.8		$	1.0		$	(1.4	)
Less: Net income attributable to non-controlling interests		—			—			—			1.4			—			1.4

Net (loss) income attributed to Cott Corporation	$	(2.8	)	$	(7.2	)	$	4.8		$	1.4		$	1.0		$	(2.8	)

Comprehensive (loss) income attributed to Cott Corporation	$	(5.4	)	$	(7.2	)	$	31.3		$	(0.6	)	$	(23.5	)	$	(5.4	)

Consolidating Balance Sheets

(in millions of U.S. dollars)

Unaudited


	As of April 1, 2017
							DSS			DSS
	Cott			DS Services of			Guarantor			Non-Guarantor			Elimination
	Corporation			America, Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	1.1		$	22.4		$	24.4		$	38.2		$	—		$	86.1
Restricted cash		—			—			444.4			—			—			444.4
Accounts receivable, net of allowance		33.9			115.8			276.2			91.2			(89.6	)		427.5
Inventories		15.6			28.6			261.9			23.3			—			329.4
Prepaid expenses and other assets		1.2			9.5			19.0			10.6			—			40.3

Total current assets		51.8			176.3			1,025.9			163.3			(89.6	)		1,327.7
Property, plant & equipment, net		27.6			368.6			425.3			111.7			—			933.2
Goodwill		20.5			584.3			292.0			287.5			—			1,184.3
Intangible assets, net		0.1			352.0			379.1			198.9			—			930.1
Deferred tax assets		—			—			0.1			1.3			—			1.4
Other long-term assets, net		1.3			14.9			22.0			2.4			—			40.6
Due from affiliates		956.1			—			544.2			338.5			(1,838.8	)		—
Investments in subsidiaries		338.4			—			388.3			—			(726.7	)		—

Total assets	$	1,395.8		$	1,496.1		$	3,076.9		$	1,103.6		$	(2,655.1	)	$	4,417.3

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	—		$	146.8		$	—		$	—		$	146.8
Current maturities of long-term debt		—			—			3.0			1.9			—			4.9
Accounts payable and accrued liabilities		82.6			142.4			352.6			130.1			(89.6	)		618.1

Total current liabilities		82.6			142.4			502.4			132.0			(89.6	)		769.8
Long-term debt		471.1			382.6			1,675.9			2.9			—			2,532.5
Deferred tax liabilities		1.0			81.7			48.5			26.4			—			157.6
Other long-term liabilities		0.7			39.3			45.6			26.0			—			111.6
Due to affiliates		1.0			543.3			482.4			812.1			(1,838.8	)		—

Total liabilities		556.4			1,189.3			2,754.8			999.4			(1,928.4	)		3,571.5
*Equity*
Common shares, no par		911.7			355.5			701.1			148.8			(1,205.4	)		911.7
Additional paid-in-capital		55.3			—			—			—			—			55.3
Accumulated deficit		(21.9	)		(48.5	)		(527.2	)		(66.9	)		642.6			(21.9	)
Accumulated other comprehensive (loss) income		(105.7	)		(0.2	)		148.2			15.9			(163.9	)		(105.7	)

Total Cott Corporation equity		839.4			306.8			322.1			97.8			(726.7	)		839.4
Non-controlling interests		—			—			—			6.4			—			6.4

Total equity		839.4			306.8			322.1			104.2			(726.7	)		845.8

Total liabilities and equity	$	1,395.8		$	1,496.1		$	3,076.9		$	1,103.6		$	(2,655.1	)	$	4,417.3

Consolidating Balance Sheets

(in millions of U.S. dollars)


	As of December 31, 2016
							DSS			DSS
	Cott			DS Services of			Guarantor			Non-Guarantor			Elimination
	Corporation			America, Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	4.8		$	22.7		$	52.1		$	38.5		$	—		$	118.1
Accounts receivable, net of allowance		27.4			121.7			239.6			93.7			(78.5	)		403.9
Inventories		14.0			29.2			237.1			21.1			—			301.4
Prepaid expenses and other assets		1.4			7.1			16.6			4.7			—			29.8

Total current assets		47.6			180.7			545.4			158.0			(78.5	)		853.2
Property, plant & equipment, net		27.5			364.5			430.7			107.2			—			929.9
Goodwill		20.3			582.0			290.4			282.7			—			1,175.4
Intangible assets, net		0.1			356.8			385.0			197.8			—			939.7
Deferred tax assets		—			—			—			0.2			—			0.2
Other long-term assets, net		1.2			14.6			23.1			2.4			—			41.3
Due from affiliates		943.2			—			544.3			—			(1,487.5	)		—
Investments in subsidiaries		361.9			—			400.5			—			(762.4	)		—

Total assets	$	1,401.8		$	1,498.6		$	2,619.4		$	748.3		$	(2,328.4	)	$	3,939.7

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	—		$	207.0		$	—		$	—		$	207.0
Current maturities of long-term debt		—			—			2.7			3.0			—			5.7
Accounts payable and accrued liabilities		66.5			135.1			341.0			133.3			(78.5	)		597.4

Total current liabilities		66.5			135.1			550.7			136.3			(78.5	)		810.1
Long-term debt		464.3			384.2			1,136.7			2.8			—			1,988.0
Deferred tax liabilities		1.0			81.2			49.0			26.6			—			157.8
Other long-term liabilities		0.5			38.0			49.9			21.6			—			110.0
Due to affiliates		1.0			543.3			453.4			489.8			(1,487.5	)		—

Total liabilities		533.3			1,181.8			2,239.7			677.1			(1,566.0	)		3,065.9
*Equity*
Common shares, no par		909.3			355.4			691.5			149.7			(1,196.6	)		909.3
Additional paid-in-capital		54.2			—			—			—			—			54.2
Retained earnings (deficit)		22.9			(38.4	)		(469.6	)		(92.9	)		600.9			22.9
Accumulated other comprehensive (loss) income		(117.9	)		(0.2	)		157.8			9.1			(166.7	)		(117.9	)

Total Cott Corporation equity		868.5			316.8			379.7			65.9			(762.4	)		868.5
Non-controlling interests		—			—			—			5.3			—			5.3

Total equity		868.5			316.8			379.7			71.2			(762.4	)		873.8

Total liabilities and equity	$	1,401.8		$	1,498.6		$	2,619.4		$	748.3		$	(2,328.4	)	$	3,939.7

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 1, 2017
							DSS			DSS
	Cott			DS Services of			Guarantor			Non-Guarantor			Elimination
	Corporation			America, Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash provided by (used in) operating activities	$	7.7		$	23.9		$	(40.0	)	$	5.6		$	(0.9	)	$	(3.7	)

Investing Activities
Acquisition, net of cash received		—			(7.8	)		0.6			2.2			—			(5.0	)
Additions to property, plant & equipment		(0.9	)		(17.5	)		(16.2	)		(6.0	)		—			(40.6	)
Additions to intangible assets		—			(1.0	)		(1.8	)		—			—			(2.8	)
Proceeds from sale of property, plant & equipment		—			2.1			1.7			0.3			—			4.1
Other investing activities		—			—			0.2			—			—			0.2

Net cash used in investing activities		(0.9	)		(24.2	)		(15.5	)		(3.5	)		—			(44.1	)

Financing Activities
Payments of long-term debt		—			—			(203.0	)		(0.3	)		—			(203.3	)
Issuance of long-term debt		—			—			750.0			—			—			750.0
Borrowings under ABL		—			—			772.9			—			—			772.9
Payments under ABL		—			—			(832.7	)		(1.5	)		—			(834.2	)
Premiums and costs paid upon extinguishment of long-term debt		—			—			(7.2	)		—			—			(7.2	)
Financing fees		—			—			(9.4	)		—			—			(9.4	)
Distributions to non-controlling interests		—			—			—			(0.9	)		—			(0.9	)
Issuance of common shares		0.5			—			—			—			—			0.5
Common shares repurchased and cancelled		(1.8	)		—			—			—			—			(1.8	)
Dividends paid to common shareowners		(8.4	)		—			—			—			—			(8.4	)
Other financing activities		—			—			—			0.5			—			0.5
Intercompany dividends		—			—			—			(0.9	)		0.9			—

Net cash (used in) provided by financing activities		(9.7	)		—			470.6			(3.1	)		0.9			458.7
Effect of exchange rate changes on cash		(0.8	)		—			1.6			0.7			—			1.5

Net (decrease) increase in cash, cash equivalents and restricted cash		(3.7	)		(0.3	)		416.7			(0.3	)		—			412.4

Cash, cash equivalents and restricted cash, beginning of period		4.8			22.7			52.1			38.5			—			118.1

Cash, cash equivalents and restricted cash, end of period	$	1.1		$	22.4		$	468.8		$	38.2		$	—		$	530.5

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 2, 2016
							DSS			DSS
	Cott			DS Services of			Guarantor			Non-Guarantor			Elimination
	Corporation			America, Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash (used in) provided by operating activities	$	(136.8	)	$	26.1		$	89.7		$	4.7		$	(2.4	)	$	(18.7	)

Investing Activities
Acquisition, net of cash received		(43.2	)		(1.2	)		—			—			—			(44.4	)
Additions to property, plant & equipment		(0.4	)		(16.8	)		(12.0	)		(0.3	)		—			(29.5	)
Additions to intangible assets		(0.1	)		(0.5	)		(1.7	)		—			—			(2.3	)
Proceeds from sale of property, plant & equipment		—			0.1			2.6			—			—			2.7

Net cash used in investing activities		(43.7	)		(18.4	)		(11.1	)		(0.3	)		—			(73.5	)

Financing Activities
Payments of long-term debt		—			—			(1.0	)		(0.1	)		—			(1.1	)
Borrowings under ABL		87.6			—			409.6			—			—			497.2
Payments under ABL		(58.8	)		—			(499.5	)		—			—			(558.3	)
Distributions to non-controlling interests		—			—			—			(2.3	)		—			(2.3	)
Issuance of common shares		144.1			—			—			—			—			144.1
Common shares repurchased and cancelled		(1.1	)		—			—			—			—			(1.1	)
Dividends paid to common shareowners		(7.3	)		—			—			—			—			(7.3	)
Intercompany dividends		—			—			—			(2.4	)		2.4			—

Net cash provided by (used in) financing activities		164.5			—			(90.9	)		(4.8	)		2.4			71.2
Effect of exchange rate changes on cash		0.1			—			(1.1	)		—			—			(1.0	)

Net (decrease) increase in cash, cash equivalents and restricted cash		(15.9	)		7.7			(13.4	)		(0.4	)		—			(22.0	)

Cash, cash equivalents, and restricted cash beginning of period		20.8			12.8			38.4			5.1			—			77.1

Cash, cash equivalents and restricted cash end of period	$	4.9		$	20.5		$	25.0		$	4.7		$	—		$	55.1

Guarantor Subsidiaries for 2020 Notes, 2022 Notes, and 2024 Notes

The 2020 Notes and the $525.0 million of 5.375% senior notes due 2022 (the “2022 Notes”), each issued by Cott Corporation’s 100% owned subsidiary Cott Beverages Inc. (“CBI”), are fully and unconditionally, jointly and severally guaranteed on a senior basis by Cott Corporation and certain of its 100% owned direct and indirect subsidiaries (the “Cott Guarantor Subsidiaries”). The Indentures governing the 2020 Notes and the 2022 Notes require (i) any 100% owned direct and indirect restricted subsidiary that guarantees any indebtedness of CBI or any guarantor and (ii) any non-100% owned subsidiary that guarantees any other capital markets debt of CBI or any guarantor to guarantee the 2020 Notes and the 2022 Notes. No non-100% owned subsidiaries guarantee the 2020 Notes or the 2022 Notes. The guarantees of Cott Corporation and the Cott Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary conditions set forth in the Indentures governing the 2020 Notes and the 2022 Notes. As of April 5, 2017, the entire aggregate principal amount of our 2020 Notes has been redeemed (see Note 7 to the consolidated financial statements).

The 2024 Notes were initially issued on June 30, 2016 by Cott Finance Corporation, which was not a Cott Guarantor Subsidiary. Cott Finance Corporation was declared an unrestricted subsidiary under the Indentures governing the 2022 Notes and the 2020 Notes. As a result, such entity is reflected as a Cott Non-Guarantor Subsidiary in the following summarized condensed consolidating financial information through August 2, 2016. Substantially simultaneously with the closing of the Eden Acquisition on August 2, 2016, we assumed all of the obligations of Cott Finance Corporation as issuer under the 2024 Notes, and Cott Corporation’s U.S., Canadian, U.K., Luxembourg and Dutch subsidiaries that are currently obligors under the 2022 Notes and the 2020 Notes (including CBI) entered into a supplemental indenture to guarantee the 2024 Notes. The Indenture governing the 2024 Notes requires (i) any 100% owned domestic restricted subsidiary that guarantees any debt of the issuer or any guarantor and (ii) and any non-100% owned subsidiary that guarantees any other capital markets debt of Cott Corporation or any other guarantor to guarantee the 2024 Notes. No non-100% owned subsidiaries guarantee the 2024 Notes. The guarantees of CBI and the Cott Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary conditions set forth in the Indenture governing the 2024 Notes. Currently, the obligors under the 2024 Notes are identical to the obligors under the 2020 Notes and the 2022 Notes, but different than the obligors under the DSS Notes. The 2024 Notes are listed on the official list of the Irish Stock Exchange and are traded on the Global Exchange Market thereof.

We have not presented separate financial statements and separate disclosures have not been provided concerning the Cott Guarantor Subsidiaries due to the presentation of condensed consolidating financial information set forth in this Note, consistent with the SEC rules governing reporting of subsidiary financial information.

The following summarized condensed consolidating financial information of the Company sets forth on a consolidating basis: our Balance Sheets, Statements of Operations and Cash Flows for Cott Corporation, CBI, the Cott Guarantor Subsidiaries and our other non-guarantor subsidiaries (the “Cott Non-Guarantor Subsidiaries”). This supplemental financial information reflects our investments and those of CBI in their respective subsidiaries using the equity method of accounting.

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 1, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	34.7		$	164.6		$	593.3		$	117.7		$	(13.9	)	$	896.4
Cost of sales		30.6			143.3			374.1			51.7			(13.9	)		585.8

Gross profit		4.1			21.3			219.2			66.0			—			310.6
Selling, general and administrative expenses		6.5			27.2			199.6			57.8			—			291.1
Loss on disposal of property, plant & equipment		—			—			1.4			—			—			1.4
Acquisition and integration expenses		—			1.5			2.7			3.1			—			7.3

Operating (loss) income		(2.4	)		(7.4	)		15.5			5.1			—			10.8
Other expense (income), net		0.3			10.0			(1.1	)		(0.8	)		—			8.4
Intercompany interest (income) expense, net		(1.5	)		(9.2	)		14.9			(4.2	)		—			—
Interest expense (income), net		7.0			20.4			8.4			(0.1	)		—			35.7

(Loss) income before income tax expense (benefit) and equity (loss) income		(8.2	)		(28.6	)		(6.7	)		10.2			—			(33.3	)
Income tax expense (benefit)		—			1.1			(0.2	)		0.2			—			1.1
Equity (loss) income		(28.2	)		2.1			—			—			26.1			—

Net (loss) income	$	(36.4	)	$	(27.6	)	$	(6.5	)	$	10.0		$	26.1		$	(34.4	)
Less: Net income attributable to non-controlling interests		—			—			—			2.0			—			2.0

Net (loss) income attributed to Cott Corporation	$	(36.4	)	$	(27.6	)	$	(6.5	)	$	8.0		$	26.1		$	(36.4	)

Comprehensive (loss) income attributed to Cott Corporation	$	(24.2	)	$	(26.9	)	$	(5.2	)	$	14.8		$	17.3		$	(24.2	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 2, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	33.8		$	168.9		$	481.0		$	28.5		$	(13.8	)	$	698.4
Cost of sales		29.7			146.0			299.6			22.9			(13.8	)		484.4

Gross profit		4.1			22.9			181.4			5.6			—			214.0
Selling, general and administrative expenses		5.5			28.1			160.7			2.7			—			197.0
Loss on disposal of property, plant & equipment		—			0.3			0.6			—			—			0.9
Acquisition and integration expenses		—			0.3			1.1			—			—			1.4

Operating (loss) income		(1.4	)		(5.8	)		19.0			2.9			—			14.7
Other income, net		(1.6	)		(0.1	)		(0.5	)		—			—			(2.2	)
Intercompany interest (income) expense, net		—			(11.4	)		11.4			—			—			—
Interest expense, net		0.2			20.1			7.5			—			—			27.8

(Loss) income before income tax (benefit) expense and equity (loss) income		—			(14.4	)		0.6			2.9			—			(10.9	)
Income tax (benefit) expense		—			(6.0	)		(3.6	)		0.1			—			(9.5	)
Equity (loss) income		(2.8	)		1.5			0.3			—			1.0			—

Net (loss) income	$	(2.8	)	$	(6.9	)	$	4.5		$	2.8		$	1.0		$	(1.4	)
Less: Net income attributable to non-controlling interests		—			—			—			1.4			—			1.4

Net (loss) income attributed to Cott Corporation	$	(2.8	)	$	(6.9	)	$	4.5		$	1.4		$	1.0		$	(2.8	)

Comprehensive (loss) income attributed to Cott Corporation	$	(5.4	)	$	(7.0	)	$	31.1		$	(0.6	)	$	(23.5	)	$	(5.4	)

Consolidating Balance Sheets

(in millions of U.S. dollars)

Unaudited


	As of April 1, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries		Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	1.1		$	1.5		$	45.3	$	38.2		$	—		$	86.1
Restricted cash		—			444.4			—		—			—			444.4
Accounts receivable, net of allowance		33.9			111.6			433.7		91.2			(242.9	)		427.5
Inventories		15.6			77.7			212.8		23.3			—			329.4
Prepaid expenses and other assets		1.2			7.9			20.6		10.6			—			40.3

Total current assets		51.8			643.1			712.4		163.3			(242.9	)		1,327.7
Property, plant & equipment, net		27.6			150.0			643.9		111.7			—			933.2
Goodwill		20.5			4.5			871.8		287.5			—			1,184.3
Intangible assets, net		0.1			66.3			664.8		198.9			—			930.1
Deferred tax assets		—			—			0.1		1.3			—			1.4
Other long-term assets, net		1.3			16.9			20.0		2.4			—			40.6
Due from affiliates		956.1			580.7			893.1		338.5			(2,768.4	)		—
Investments in subsidiaries		338.4			847.3			836.2		—			(2,021.9	)		—

Total assets	$	1,395.8		$	2,308.8		$	4,642.3	$	1,103.6		$	(5,033.2	)	$	4,417.3

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	145.0		$	1.8	$	—		$	—		$	146.8
Current maturities of long-term debt		—			2.5			0.5		1.9			—			4.9
Accounts payable and accrued liabilities		82.6			287.2			361.1		130.1			(242.9	)		618.1

Total current liabilities		82.6			434.7			363.4		132.0			(242.9	)		769.8
Long-term debt		471.1			936.5			1,122.0		2.9			—			2,532.5
Deferred tax liabilities		1.0			38.7			91.5		26.4			—			157.6
Other long-term liabilities		0.7			24.0			60.9		26.0			—			111.6
Due to affiliates		1.0			892.1			1,063.2		812.1			(2,768.4	)		—

Total liabilities		556.4			2,326.0			2,701.0		999.4			(3,011.3	)		3,571.5
*Equity*
Common shares, no par		911.7			834.7			1,505.8		148.8			(2,489.3	)		911.7
Additional paid-in-capital		55.3			—			—		—			—			55.3
(Accumulated deficit) retained earnings		(21.9	)		(832.5	)		256.5		(66.9	)		642.9			(21.9	)
Accumulated other comprehensive (loss) income		(105.7	)		(19.4	)		179.0		15.9			(175.5	)		(105.7	)

Total Cott Corporation equity		839.4			(17.2	)		1,941.3		97.8			(2,021.9	)		839.4
Non-controlling interests		—			—			—		6.4			—			6.4

Total equity		839.4			(17.2	)		1,941.3		104.2			(2,021.9	)		845.8

Total liabilities and equity	$	1,395.8		$	2,308.8		$	4,642.3	$	1,103.6		$	(5,033.2	)	$	4,417.3

Consolidating Balance Sheets

(in millions of U.S. dollars)


	As of December 31, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries		Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	4.8		$	3.1		$	71.7	$	38.5		$	—		$	118.1
Accounts receivable, net of allowance		27.4			73.3			443.1		93.7			(233.6	)		403.9
Inventories		14.0			72.0			194.3		21.1			—			301.4
Prepaid expenses and other assets		1.4			4.3			19.4		4.7			—			29.8

Total current assets		47.6			152.7			728.5		158.0			(233.6	)		853.2
Property, plant & equipment, net		27.5			154.4			640.8		107.2			—			929.9
Goodwill		20.3			4.5			867.9		282.7			—			1,175.4
Intangible assets, net		0.1			66.2			675.6		197.8			—			939.7
Deferred tax assets		—			6.0			—		0.2			(6.0	)		0.2
Other long-term assets, net		1.2			17.0			20.7		2.4			—			41.3
Due from affiliates		943.2			580.2			343.1		—			(1,866.5	)		—
Investments in subsidiaries		361.9			847.3			989.8		—			(2,199.0	)		—

Total assets	$	1,401.8		$	1,828.3		$	4,266.4	$	748.3		$	(4,305.1	)	$	3,939.7

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	207.0		$	—	$	—		$	—		$	207.0
Current maturities of long-term debt		—			2.5			0.2		3.0			—			5.7
Accounts payable and accrued liabilities		66.5			261.9			369.3		133.3			(233.6	)		597.4

Total current liabilities		66.5			471.4			369.5		136.3			(233.6	)		810.1
Long-term debt		464.3			1,135.6			385.3		2.8			—			1,988.0
Deferred tax liabilities		1.0			—			136.2		26.6			(6.0	)		157.8
Other long-term liabilities		0.5			24.4			63.5		21.6			—			110.0
Due to affiliates		1.0			142.1			1,233.6		489.8			(1,866.5	)		—

Total liabilities		533.3			1,773.5			2,188.1		677.1			(2,106.1	)		3,065.9
*Equity*
Common shares, no par		909.3			834.8			1,648.7		149.7			(2,633.2	)		909.3
Additional paid-in-capital		54.2			—			—		—			—			54.2
Retained earnings (deficit)		22.9			(759.9	)		251.9		(92.9	)		600.9			22.9
Accumulated other comprehensive (loss) income		(117.9	)		(20.1	)		177.7		9.1			(166.7	)		(117.9	)

Total Cott Corporation equity		868.5			54.8			2,078.3		65.9			(2,199.0	)		868.5
Non-controlling interests		—			—			—		5.3			—			5.3

Total equity		868.5			54.8			2,078.3		71.2			(2,199.0	)		873.8

Total liabilities and equity	$	1,401.8		$	1,828.3		$	4,266.4	$	748.3		$	(4,305.1	)	$	3,939.7

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 1, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash provided by (used in) operating activities	$	7.7		$	(28.8	)	$	12.7		$	5.6		$	(0.9	)	$	(3.7	)

Investing Activities
Acquisition, net of cash received		—			—			(7.2	)		2.2			—			(5.0	)
Additions to property, plant & equipment		(0.9	)		(4.7	)		(29.0	)		(6.0	)		—			(40.6	)
Additions to intangible assets		—			(1.8	)		(1.0	)		—			—			(2.8	)
Proceeds from sale of property, plant & equipment		—			—			3.8			0.3			—			4.1
Intercompany loan to affiliate		—			—			(750.0	)		—			750.0			—
Other investing activities		—			—			0.2			—			—			0.2

Net cash used in investing activities		(0.9	)		(6.5	)		(783.2	)		(3.5	)		750.0			(44.1	)

Financing Activities
Payments of long-term debt		—			(203.0	)		—			(0.3	)		—			(203.3	)
Issuance of long-term debt		—			—			750.0			—			—			750.0
Borrowings under ABL		—			771.0			1.9			—			—			772.9
Payments under ABL		—			(832.7	)		—			(1.5	)		—			(834.2	)
Premiums and costs paid upon extinguishment of long-term debt		—			(7.2	)		—			—			—			(7.2	)
Financing fees		—			—			(9.4	)		—			—			(9.4	)
Distributions to non-controlling interests		—			—			—			(0.9	)		—			(0.9	)
Issuance of common shares		0.5			—			—			—			—			0.5
Common shares repurchased and cancelled		(1.8	)		—			—			—			—			(1.8	)
Dividends paid to common shareowners		(8.4	)		—			—			—			—			(8.4	)
Proceeds from intercompany loan from affiliate		—			750.0			—			—			(750.0	)		—
Other financing activities		—			—			—			0.5			—			0.5
Intercompany dividends		—			—			—			(0.9	)		0.9			—

Net cash (used in) provided by financing activities		(9.7	)		478.1			742.5			(3.1	)		(749.1	)		458.7
Effect of exchange rate changes on cash		(0.8	)		—			1.6			0.7			—			1.5

Net (decrease) increase in cash, cash equivalents and restricted cash		(3.7	)		442.8			(26.4	)		(0.3	)		—			412.4

Cash, cash equivalents and restricted cash, beginning of period		4.8			3.1			71.7			38.5			—			118.1

Cash, cash equivalents and restricted cash, end of period	$	1.1		$	445.9		$	45.3		$	38.2		$	—		$	530.5

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended April 2, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash (used in) provided by operating activities	$	(136.8	)	$	99.0		$	16.8		$	4.7		$	(2.4	)	$	(18.7	)

Investing Activities
Acquisition, net of cash received		(43.2	)		—			(1.2	)		—			—			(44.4	)
Additions to property, plant & equipment		(0.4	)		(6.7	)		(22.1	)		(0.3	)		—			(29.5	)
Additions to intangible assets		(0.1	)		(1.7	)		(0.5	)		—			—			(2.3	)
Proceeds from sale of property, plant & equipment		—			—			2.7			—			—			2.7

Net cash used in investing activities		(43.7	)		(8.4	)		(21.1	)		(0.3	)		—			(73.5	)

Financing Activities
Payments of long-term debt		—			(0.7	)		(0.3	)		(0.1	)		—			(1.1	)
Borrowings under ABL		87.6			409.6			—			—			—			497.2
Payments under ABL		(58.8	)		(499.5	)		—			—			—			(558.3	)
Distributions to non-controlling interests		—			—			—			(2.3	)		—			(2.3	)
Issuance of common shares		144.1			—			—			—			—			144.1
Common shares repurchased and cancelled		(1.1	)		—			—			—			—			(1.1	)
Dividends paid to common shareowners		(7.3	)		—			—			—			—			(7.3	)
Intercompany dividends		—			—			—			(2.4	)		2.4			—

Net cash provided by (used in) financing activities		164.5			(90.6	)		(0.3	)		(4.8	)		2.4			71.2
Effect of exchange rate changes on cash		0.1			—			(1.1	)		—			—			(1.0	)

Net (decrease) increase in cash, cash equivalents and restricted cash		(15.9	)		0.0			(5.7	)		(0.4	)		—			(22.0	)

Cash, cash equivalents, and restricted cash beginning of period		20.8			1.0			50.2			5.1			—			77.1

Cash, cash equivalents and restricted cash end of period	$	4.9		$	1.0		$	44.5		$	4.7		$	—		$	55.1