Note 16—Guarantor Subsidiaries

The 2022 Notes issued by our 100% owned subsidiary, Cott Beverages Inc., are, and the 2017 Notes and 2018 Notes prior to their retirement were, guaranteed on a senior basis pursuant to guarantees by Cott Corporation and certain other 100% owned direct and indirect subsidiaries (the “Guarantor Subsidiaries”). Cott Beverages Inc. and each Guarantor Subsidiary is 100% owned by Cott Corporation. The guarantees of the 2017 Notes, 2018 Notes and 2022 Notes by Cott Corporation and the Guarantor Subsidiaries are full and unconditional, and all such guarantees are joint and several. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions.

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

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

We reclassified certain intercompany dividends and advances to affiliates previously reported in the Condensed Consolidating Statement of Cash Flows for the nine months ended September 28, 2013 included in our Quarterly Report on Form 10-Q. The intercompany dividends represented transactions between Cott Corporation, Cott Beverages, Inc., the Guarantors and Non-Guarantors and the cash flows related to these transactions should have been classified as financing activities. The advances to affiliates represented activity between Cott Corporation and Non-Guarantors that should not have impacted the Condensed Consolidating Statement of Cash Flow because they represented non-cash charges. These reclassifications do not change the total cash flows reported in each column presented in the Condensed Consolidating Statement of Cash Flows. We assessed the materiality of these items on our previously issued annual report and quarterly financial statements in accordance with SEC Staff Accounting Bulletin No. 99, and concluded that the errors were not material to the consolidated financial statements taken as a whole. The statements of cash flows presented below for the three and nine months ended September 28, 2013 as revised, reflect the correct classification of these items.

Condensed Consolidating Statement of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended September 27, 2014
	Cott			Cott			Guarantor			Non-Guarantor		Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries		Entries			Consolidated
Revenue, net	$	42.4		$	187.1		$	282.6		$	35.7	$	(12.8	)	$	535.0
Cost of sales		36.2			162.6			254.6			30.9		(12.8	)		471.5

Gross profit		6.2			24.5			28.0			4.8		—			63.5
Selling, general and administrative expenses		5.8			24.1			13.1			2.0		—			45.0
Loss on disposal of property, plant & equipment		0.2			0.3			0.2			—		—			0.7
Restructuring and asset impairments
Restructuring		0.1			—			—			—		—			0.1
Asset impairments		—			—			(0.2	)		—		—			(0.2	)

Operating income		0.1			0.1			14.9			2.8		—			17.9
Other expense, net		0.4			4.6			0.4			—		—			5.4
Intercompany interest (income) expense, net		—			(4.6	)		4.6			—		—			—
Interest expense, net		0.1			8.5			0.3			0.1		—			9.0

(Loss) income before income tax expense and equity income (loss)		(0.4	)		(8.4	)		9.6			2.7		—			3.5
Income tax expense		—			1.7			0.1			—		—			1.8
Equity income (loss)		0.8			1.4			1.8			—		(4.0	)		—

Net income (loss)	$	0.4		$	(8.7	)	$	11.3		$	2.7	$	(4.0	)	$	1.7
Less: Net income attributable to non-controlling interests		—			—			—			1.3		—			1.3

Net income (loss) attributed to Cott Corporation	$	0.4		$	(8.7	)	$	11.3		$	1.4	$	(4.0	)	$	0.4

Comprehensive (loss) income attributed to Cott Corporation	$	(15.5	)	$	(36.0	)	$	4.3		$	3.0	$	28.7		$	(15.5	)

Condensed Consolidating Statement of Operations

(in millions of U.S. dollars)

Unaudited


	For the Nine Months Ended September 27, 2014
	Cott			Cott			Guarantor		Non-Guarantor		Elimination
	Corporation			Beverages Inc.			Subsidiaries		Subsidiaries		Entries			Consolidated
Revenue, net	$	129.4		$	562.0		$	803.2	$	104.0	$	(37.6	)	$	1,561.0
Cost of sales		111.7			487.4			722.7		89.2		(37.6	)		1,373.4

Gross profit		17.7			74.6			80.5		14.8		—			187.6
Selling, general and administrative expenses		18.4			74.0			35.4		6.4		—			134.2
Loss on disposal of property, plant & equipment		0.2			0.8			0.2		—		—			1.2
Restructuring and asset impairments
Restructuring		2.1			0.2			0.1		—		—			2.4
Asset impairments		0.9			—			0.8		—		—			1.7

Operating (loss) income		(3.9	)		(0.4	)		44.0		8.4		—			48.1
Other (income) expense, net		(9.1	)		21.7			10.2		0.1		—			22.9
Intercompany interest (income) expense, net		—			(12.0	)		12.0		—		—			—
Interest expense, net		0.2			26.0			0.9		0.1		—			27.2

Income (loss) before income tax (benefit) expense and equity (loss) income		5.0			(36.1	)		20.9		8.2		—			(2.0	)
Income tax (benefit) expense		(1.4	)		4.6			0.1		0.1		—			3.4
Equity (loss) income		(15.9	)		4.1			8.8		—		3.0			—

Net (loss) income	$	(9.5	)	$	(36.6	)	$	29.6	$	8.1	$	3.0		$	(5.4	)
Less: Net income attributable to non-controlling interests		—			—			—		4.1		—			4.1

Net (loss) income attributed to Cott Corporation	$	(9.5	)	$	(36.6	)	$	29.6	$	4.0	$	3.0		$	(9.5	)

Comprehensive (loss) income attributed to Cott Corporation	$	(18.7	)	$	(42.7	)	$	57.8	$	4.8	$	(19.9	)	$	(18.7	)

Condensed Consolidating Statement of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended September 28, 2013
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Revenue, net	$	42.5		$	197.6		$	271.5		$	37.4		$	(5.8	)	$	543.2
Cost of sales		39.2			170.5			241.3			33.0			(5.8	)		478.2

Gross profit		3.3			27.1			30.2			4.4			—			65.0
Selling, general and administrative expenses		6.8			14.9			13.2			3.0			—			37.9
Loss on disposal of property, plant & equipment		0.1			0.4			0.6			—			—			1.1

Operating (loss) income		(3.6	)		11.8			16.4			1.4			—			26.0
Other income, net		(0.1	)		—			(0.6	)		—			—			(0.7	)
Intercompany interest (income) expense, net		—			(3.0	)		3.0			—			—			—
Interest (income) expense, net		(0.1	)		13.1			0.2			0.1			—			13.3

(Loss) income before income tax (benefit) expense and equity income (loss)		(3.4	)		1.7			13.8			1.3			—			13.4
Income tax (benefit) expense		(2.8	)		3.9			(1.2	)		0.2			—			0.1
Equity income (loss)		12.6			1.3			(0.3	)		—			(13.6	)		—

Net income (loss)	$	12.0		$	(0.9	)	$	14.7		$	1.1		$	(13.6	)	$	13.3
Less: Net income attributable to non-controlling interests		—			—			—			1.3			—			1.3

Net income (loss) attributed to Cott Corporation	$	12.0		$	(0.9	)	$	14.7		$	(0.2	)	$	(13.6	)	$	12.0

Comprehensive income attributed to Cott Corporation	$	23.8		$	28.9		$	30.6		$	—		$	(59.5	)	$	23.8

Condensed Consolidating Statement of Operations

(in millions of U.S. dollars)

Unaudited


	For the Nine Months Ended September 28, 2013
	Cott			Cott			Guarantor			Non-Guarantor		Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries		Entries			Consolidated
Revenue, net	$	131.9		$	605.5		$	777.4		$	116.0	$	(18.4	)	$	1,612.4
Cost of sales		114.5			520.1			695.9			102.3		(18.4	)		1,414.4

Gross profit		17.4			85.4			81.5			13.7		—			198.0
Selling, general and administrative expenses		22.3			53.8			37.7			7.1		—			120.9
Loss on disposal of property, plant & equipment		0.1			0.7			0.6			—		—			1.4
Restructuring		0.5			0.5			0.7			0.3		—			2.0

Operating (loss) income		(5.5	)		30.4			42.5			6.3		—			73.7
Other (income), net		(0.1	)		—			(0.3	)		—		—			(0.4	)
Intercompany interest (income) expense, net		—			(8.7	)		8.7			—		—			—
Interest (income) expense, net		(0.2	)		39.1			0.4			0.1		—			39.4

(Loss) income before income tax expense (benefit) and equity income (loss)		(5.2	)		—			33.7			6.2		—			34.7
Income tax (benefit) expense		(2.1	)		5.5			(1.5	)		0.4		—			2.3
Equity income (loss)		31.6			3.9			(0.9	)		—		(34.6	)		—

Net income (loss)	$	28.5		$	(1.6	)	$	34.3		$	5.8	$	(34.6	)	$	32.4
Less: Net income attributable to non-controlling interests		—			—			—			3.9		—			3.9

Net income (loss) attributed to Cott Corporation	$	28.5		$	(1.6	)	$	34.3		$	1.9	$	(34.6	)	$	28.5

Comprehensive income (loss) attributed to Cott Corporation	$	23.9		$	(2.1	)	$	33.3		$	4.1	$	(35.3	)	$	23.9

Consolidating Balance Sheets

(in millions of U.S. dollars)

Unaudited


	As of September 27, 2014
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	5.7		$	1.9		$	32.1		$	7.7		$	—		$	47.4
Accounts receivable, net of allowance		17.5			134.6			258.5			13.8			(174.2	)		250.2
Income taxes recoverable		0.4			0.6			—			—			—			1.0
Inventories		14.9			75.7			133.5			6.8			—			230.9
Prepaid expenses and other assets		3.2			11.3			9.5			0.1			—			24.1

Total current assets		41.7			224.1			433.6			28.4			(174.2	)		553.6
Property, plant & equipment, net		40.5			180.5			232.7			8.8			—			462.5
Goodwill		24.6			4.6			157.9			—			—			187.1
Intangibles and other assets, net		1.2			91.1			264.6			7.7			—			364.6
Deferred income taxes		4.6			—			—			0.8			—			5.4
Other tax receivable		0.2			0.1			—			—			—			0.3
Due from affiliates		38.6			173.2			3.0			—			(214.8	)		—
Investments in subsidiaries		435.9			286.4			697.9			—			(1,420.2	)		—

Total assets	$	587.3		$	960.0		$	1,789.7		$	45.7		$	(1,809.2	)	$	1,573.5

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	40.0		$	29.3		$	—		$	—		$	69.3
Current maturities of long-term debt		0.1			2.5			0.5			1.0			—			4.1
Accounts payable and accrued liabilities		27.0			202.2			231.8			10.7			(174.2	)		297.5

Total current liabilities		27.1			244.7			261.6			11.7			(174.2	)		370.9
Long-term debt		—			532.9			1.8			0.8			—			535.5
Deferred income taxes		—			36.3			25.5			1.3			—			63.1
Other long-term liabilities		0.1			5.5			33.2			—			—			38.8
Due to affiliates		1.4			1.6			175.5			36.3			(214.8	)		—

Total liabilities		28.6			821.0			497.6			50.1			(389.0	)		1,008.3
*Equity*
Capital stock, no par		389.4			509.4			1,632.9			40.4			(2,182.7	)		389.4
Additional paid-in-capital		47.9			—			—			—			—			47.9
Retained earnings (deficit)		147.4			(388.3	)		(362.3	)		(53.6	)		804.2			147.4
Accumulated other comprehensive (loss) income		(26.0	)		17.9			21.5			2.3			(41.7	)		(26.0	)

Total Cott Corporation equity		558.7			139.0			1,292.1			(10.9	)		(1,420.2	)		558.7
Non-controlling interests		—			—			—			6.5			—			6.5

Total equity		558.7			139.0			1,292.1			(4.4	)		(1,420.2	)		565.2

Total liabilities and equity	$	587.3		$	960.0		$	1,789.7		$	45.7		$	(1,809.2	)	$	1,573.5

Consolidating Balance Sheets

(in millions of U.S. dollars)


	As of December 28, 2013
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	1.5		$	1.1		$	39.1		$	5.5		$	—		$	47.2
Accounts receivable, net of allowance		19.0			114.1			229.8			15.5			(174.0	)		204.4
Income taxes recoverable		0.4			0.7			—			—			—			1.1
Inventories		16.2			77.0			132.9			7.0			—			233.1
Prepaid expenses and other assets		2.1			10.1			7.0			0.1			—			19.3

Total current assets		39.2			203.0			408.8			28.1			(174.0	)		505.1
Property, plant & equipment, net		47.9			190.2			235.7			9.9			—			483.7
Goodwill		25.8			4.5			107.0			—			—			137.3
Intangibles and other assets, net		1.3			88.0			196.2			10.7			—			296.2
Deferred income taxes		3.6			—			—			—			—			3.6
Other tax receivable		—			0.2			—			—			—			0.2
Due from affiliates		39.6			125.7			2.9			41.9			(210.1	)		—
Investments in subsidiaries		507.8			246.7			697.7			—			(1,452.2	)		—

Total assets	$	665.2		$	858.3		$	1,648.3		$	90.6		$	(1,836.3	)	$	1,426.1

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	16.2		$	34.6		$	—		$	—		$	50.8
Current maturities of long-term debt		—			2.4			0.6			0.9			—			3.9
Accounts payable and accrued liabilities		25.5			214.4			225.6			6.7			(174.0	)		298.2

Total current liabilities		25.5			233.0			260.8			7.6			(174.0	)		352.9
Long-term debt		0.1			399.6			2.2			1.6			—			403.5
Deferred income taxes		—			32.0			9.1			0.4			—			41.5
Other long-term liabilities		0.1			2.8			19.4			—			—			22.3
Due to affiliates		43.1			1.6			128.1			37.3			(210.1	)		—

Total liabilities		68.8			669.0			419.6			46.9			(384.1	)		820.2
*Equity*
Capital stock, no par		392.8			509.4			1,557.5			82.5			(2,149.4	)		392.8
Additional paid-in-capital		44.1			—			—			—			—			44.1
Retained earnings (deficit)		176.3			(344.1	)		(322.1	)		(49.8	)		716.0			176.3
Accumulated other comprehensive (loss) income		(16.8	)		24.0			(6.7	)		1.5			(18.8	)		(16.8	)

Total Cott Corporation equity		596.4			189.3			1,228.7			34.2			(1,452.2	)		596.4
Non-controlling interests		—			—			—			9.5			—			9.5

Total equity		596.4			189.3			1,228.7			43.7			(1,452.2	)		605.9

Total liabilities and equity	$	665.2		$	858.3		$	1,648.3		$	90.6		$	(1,836.3	)	$	1,426.1

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended September 27, 2014
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Operating Activities
Net income (loss)	$	0.4		$	(8.7	)	$	11.3		$	2.7		$	(4.0	)	$	1.7
Depreciation & amortization		1.7			10.2			13.9			1.4			—			27.2
Amortization of financing fees		—			0.7			—			—			—			0.7
Share-based compensation expense		0.1			1.1			0.2			0.1			—			1.5
(Decrease) increase in deferred income taxes		(0.3	)		1.8			0.7			—			—			2.2
Loss on disposal of property, plant & equipment		0.2			0.3			0.2			—			—			0.7
Asset impairments		—			—			(0.2	)		—			—			(0.2	)
Write-off of financing fees and discount		—			0.8			—			—			—			0.8
Equity income, net of distributions		(0.8	)		(1.4	)		(1.8	)		—			4.0			—
Intercompany dividends		44.2			2.5			—			—			(46.7	)		—
Other non-cash items		(0.2	)		—			0.2			—			—			—
Net change in operating assets and liabilities, net of acquisitions		(36.3	)		47.1			12.1			3.0			—			25.9

Net cash provided by operating activities		9.0			54.4			36.6			7.2			(46.7	)		60.5

Investing Activities
Additions to property, plant & equipment		—			(7.8	)		(2.6	)		(0.4	)		—			(10.8	)
Additions to intangibles and other assets		—			(1.5	)		—			—			—			(1.5	)
Proceeds from sale of property, plant & equipment		—			1.6			—			—			—			1.6

Net cash (used in) provided by investing activities		—			(7.7	)		(2.6	)		(0.4	)		—			(10.7	)

Financing Activities
Payments of long-term debt		—			(79.2	)		(0.1	)		(0.8	)		—			(80.1	)
Borrowings under ABL		—			191.1			—			—			—			191.1
Payments under ABL		—			(156.0	)		—			—			—			(156.0	)
Distributions to non-controlling interests		—			—			—			(2.4	)		—			(2.4	)
Financing fees		—			(1.2	)		—			—			—			(1.2	)
Common shares repurchased and cancelled		(4.6	)		—			—			—			—			(4.6	)
Payment of deferred consideration for acquisitions		—			(32.4	)		—			—			—			(32.4	)
Dividends paid to shareholders		(5.6	)		—			—			—			—			(5.6	)
Intercompany dividends		—			—			(44.2	)		(2.5	)		46.7			—

Net cash used in financing activities		(10.2	)		(77.7	)		(44.3	)		(5.7	)		46.7			(91.2	)
Effect of exchange rate changes on cash		(0.3	)		—			(1.7	)		(0.1	)		—			(2.1	)

Net (decrease) increase in cash & cash equivalents		(1.5	)		(31.0	)		(12.0	)		1.0			—			(43.5	)

Cash & cash equivalents, beginning of period		7.2			32.9			44.1			6.7			—			90.9

Cash & cash equivalents, end of period	$	5.7		$	1.9		$	32.1		$	7.7		$	—		$	47.4

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Nine Months Ended September 27, 2014
	Cott Corporation			Cott Beverages Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Operating Activities
Net (loss) income	$	(9.5	)	$	(36.6	)	$	29.6		$	8.1		$	3.0		$	(5.4	)
Depreciation & amortization		4.8			30.6			38.8			4.3			—			78.5
Amortization of financing fees		0.1			1.7			0.1			—			—			1.9
Share-based compensation expense		0.9			3.4			0.5			0.1			—			4.9
(Decrease) increase in deferred income taxes		(1.6	)		4.4			0.9			—			—			3.7
Loss on disposal of property, plant & equipment		0.2			0.8			0.2			—			—			1.2
Asset impairments		0.9			—			0.8			—			—			1.7
Write-off of financing fees and discount		—			4.1			—			—			—			4.1
Equity loss (income), net of distributions		15.9			(4.1	)		(8.8	)		—			(3.0	)		—
Intercompany dividends		62.4			7.5			9.3			—			(79.2	)		—
Other non-cash items		(0.4	)		(0.2	)		(0.1	)		—			—			(0.7	)
Net change in operating assets and liabilities, net of acquisitions		(44.3	)		(89.8	)		76.1			5.7			—			(52.3	)

Net cash provided by (used in) operating activities		29.4			(78.2	)		147.4			18.2			(79.2	)		37.6

Investing Activities
Acquisitions, net of cash received		—			—			(80.8	)		—			—			(80.8	)
Additions to property, plant & equipment		(0.9	)		(20.0	)		(10.1	)		(0.4	)		—			(31.4	)
Additions to intangibles and other assets		—			(4.3	)		—			—			—			(4.3	)
Proceeds from sale of property, plant & equipment		—			1.6			—			—			—			1.6

Net cash (used in) provided by investing activities		(0.9	)		(22.7	)		(90.9	)		(0.4	)		—			(114.9	)

Financing Activities
Payments of long-term debt		(0.1	)		(391.4	)		(0.3	)		(0.8	)		—			(392.6	)
Issuance of long-term debt		—			525.0			—			—			—			525.0
Borrowings under ABL		—			474.3			—			—			—			474.3
Payments under ABL		—			(455.4	)		—			—			—			(455.4	)
Distributions to non-controlling interests		—			—			—			(7.2	)		—			(7.2	)
Financing fees		—			(9.1	)		—			—			—			(9.1	)
Common shares repurchased and cancelled		(7.7	)		—			—			—			—			(7.7	)
Dividends paid to shareholders		(16.4	)		—			—			—			—			(16.4	)
Payment of deferred consideration for acquisitions		—			(32.4	)		—			—			—			(32.4	)
Intercompany dividends		—			(9.3	)		(62.4	)		(7.5	)		79.2			—

Net cash (used in) provided by financing activities		(24.2	)		101.7			(62.7	)		(15.5	)		79.2			78.5
Effect of exchange rate changes on cash		(0.1	)		—			(0.8	)		(0.1	)		—			(1.0	)

Net increase (decrease) in cash & cash equivalents		4.2			0.8			(7.0	)		2.2			—			0.2

Cash & cash equivalents, beginning of period		1.5			1.1			39.1			5.5			—			47.2

Cash & cash equivalents, end of period	$	5.7		$	1.9		$	32.1		$	7.7		$	—		$	47.4

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended September 28, 2013
	Cott Corporation			Cott Beverages Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Operating Activities
Net income (loss)	$	12.0		$	(0.9	)	$	14.7		$	1.1		$	(13.6	)	$	13.3
Depreciation & amortization		1.6			9.6			12.3			1.6			—			25.1
Amortization of financing fees		—			0.7			—			—			—			0.7
Share-based compensation expense		0.3			0.7			0.1			—			—			1.1
(Decrease) increase in deferred income taxes		(2.5	)		3.4			(0.5	)		(0.1	)		—			0.3
Loss on disposal of property, plant & equipment		0.1			0.4			0.6			—			—			1.1
Equity (income) loss, net of distributions		(12.6	)		(1.3	)		0.3			—			13.6			—
Intercompany dividends		2.2			2.4			—			—			(4.6	)		—
Other non-cash items		0.2			(0.2	)		—			—			—			—
Net change in operating assets and liabilities, net of acquisition		(0.7	)		28.3			18.0			0.2						45.8

Net cash provided by operating activities		0.6			43.1			45.5			2.8			(4.6	)		87.4

Investing Activities
Acquisition, net of cash acquired		—			(4.7	)		—			—			—			(4.7	)
Additions to property, plant & equipment		(1.1	)		(7.9	)		(1.2	)		—			—			(10.2	)
Additions to intangibles and other assets		—			(2.1	)		—			—			—			(2.1	)
Proceeds from sale of property, plant & equipment		—			—			—			0.2			—			0.2

Net cash (used in) provided by investing activities		(1.1	)		(14.7	)		(1.2	)		0.2			—			(16.8	)

Financing Activities
Payments of long-term debt		—			—			(0.1	)		(0.5	)		—			(0.6	)
Distributions to non-controlling interests		—			—			—			(2.2	)		—			(2.2	)
Common shares repurchased and cancelled		(4.5	)		—			—			—			—			(4.5	)
Financing fees		(0.1	)		—			—			—			—			(0.1	)
Dividends paid to shareholders		(5.5	)		—			—			—			—			(5.5	)
Intercompany dividends		—			—			(2.2	)		(2.4	)		4.6			—

Net cash used in financing activities		(10.1	)		—			(2.3	)		(5.1	)		4.6			(12.9	)
Effect of exchange rate changes on cash		0.5			—			0.8			—			—			1.3

Net (decrease) increase in cash & cash equivalents		(10.1	)		28.4			42.8			(2.1	)		—			59.0

Cash & cash equivalents, beginning of period		33.3			13.5			12.6			7.4			—			66.8

Cash & cash equivalents, end of period	$	23.2		$	41.9		$	55.4		$	5.3		$	—		$	125.8

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Nine Months Ended September 28, 2013
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Operating Activities
Net income (loss)	$	28.5		$	(1.6	)	$	34.3		$	5.8		$	(34.6	)	$	32.4
Depreciation & amortization		4.7			29.0			36.4			4.6			—			74.7
Amortization of financing fees		0.1			2.0			0.1			—			—			2.2
Share-based compensation expense		1.1			2.2			0.3			—			—			3.6
(Decrease) increase in deferred income taxes		(2.0	)		5.2			(1.2	)		(0.1	)		—			1.9
Loss on disposal of property, plant & equipment		0.1			0.7			0.6			—			—			1.4
Equity (income) loss, net of distributions		(31.6	)		(3.9	)		0.9			—			34.6			—
Intercompany dividends		24.7			5.3			—			—			(30.0	)		—
Other non-cash items		0.2			—			—			—			—			0.2
Net change in operating assets and liabilities, net of acquisition		(5.2	)		2.4			(52.2	)		1.5			—			(53.5	)

Net cash provided by (used in) operating activities		20.6			41.3			19.2			11.8			(30.0	)		62.9

Investing Activities
Acquisition, net of cash acquired		—			(4.7	)		(6.5	)		—			—			(11.2	)
Additions to property, plant & equipment		(6.0	)		(27.9	)		(9.5	)		(1.3	)		—			(44.7	)
Additions to intangibles and other assets		—			(4.0	)		—			—			—			(4.0	)
Proceeds from sale of property, plant & equipment		—			—			—			0.2			—			0.2
Proceeds from insurance recoveries		—			0.4			—			—			—			0.4

Net cash used in investing activities		(6.0	)		(36.2	)		(16.0	)		(1.1	)		—			(59.3	)

Financing Activities
Payments of long-term debt		(0.1	)		(0.7	)		(18.6	)		(0.8	)		—			(20.2	)
Distributions to non-controlling interests		—			—			—			(5.0	)		—			(5.0	)
Common shares repurchased and cancelled		(12.9	)		—			—			—			—			(12.9	)
Financing fees		(0.1	)		—			—			—			—			(0.1	)
Dividends paid to shareholders		(16.7	)		—			—			—			—			(16.7	)
Intercompany dividends		—			—			(24.7	)		(5.3	)		30.0			—

Net cash used in financing activities		(29.8	)		(0.7	)		(43.3	)		(11.1	)		30.0			(54.9	)
Effect of exchange rate changes on cash		(1.4	)		—			(0.9	)		—			—			(2.3	)

Net (decrease) increase in cash & cash equivalents		(16.6	)		4.4			(41.0	)		(0.4	)		—			(53.6	)

Cash & cash equivalents, beginning of period		39.8			37.5			96.4			5.7			—			179.4

Cash & cash equivalents, end of period	$	23.2		$	41.9		$	55.4		$	5.3		$	—		$	125.8