Note 15—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. $514.0 million at the exchange rate in effect on July 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 DSS Indenture. 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 July 1, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	46.3		$	265.6		$	577.8		$	138.1		$	(13.7	)	$	1,014.1
Cost of sales		38.9			103.0			482.0			61.6			(13.7	)		671.8

Gross profit		7.4			162.6			95.8			76.5			—			342.3
Selling, general and administrative expenses		8.6			140.2			87.3			63.6			—			299.7
Loss (gain) on disposal of property, plant & equipment, net		—			4.3			(0.4	)		0.1			—			4.0
Acquisition and integration expenses		—			1.5			3.7			2.8			—			8.0

Operating (loss) income		(1.2	)		16.6			5.2			10.0			—			30.6
Other (income) expense, net		—			(1.1	)		18.5			0.8			—			18.2
Intercompany interest (income) expense, net		(1.5	)		10.9			(4.9	)		(4.5	)		—			—
Interest expense, net		7.2			5.9			20.1			0.1			—			33.3

(Loss) income before income tax expense (benefit) and equity (loss) income		(6.9	)		0.9			(28.5	)		13.6			—			(20.9	)
Income tax expense (benefit)		—			0.4			(3.8	)		4.8			—			1.4
Equity (loss) income		(17.7	)		—			2.3			—			15.4			—

Net (loss) income	$	(24.6	)	$	0.5		$	(22.4	)	$	8.8		$	15.4		$	(22.3	)
Less: Net income attributable to non-controlling interests		—			—			—			2.3			—			2.3

Net (loss) income attributed to Cott Corporation	$	(24.6	)	$	0.5		$	(22.4	)	$	6.5		$	15.4		$	(24.6	)

Comprehensive (loss) income attributed to Cott Corporation	$	(15.8	)	$	0.5		$	(56.7	)	$	4.6		$	51.6		$	(15.8	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 1, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	81.0		$	514.4		$	1,084.2		$	255.8		$	(24.9	)	$	1,910.5
Cost of sales		69.5			200.5			899.2			113.3			(24.9	)		1,257.6

Gross profit		11.5			313.9			185.0			142.5			—			652.9
Selling, general and administrative expenses		15.1			280.0			174.3			121.4			—			590.8
Loss (gain) on disposal of property, plant & equipment, net		—			6.0			(0.7	)		0.1			—			5.4
Acquisition and integration expenses		—			3.1			6.3			5.9			—			15.3

Operating (loss) income		(3.6	)		24.8			5.1			15.1			—			41.4
Other expense (income), net		0.3			(1.7	)		28.0			—			—			26.6
Intercompany interest (income) expense, net		(3.0	)		21.7			(10.0	)		(8.7	)		—			—
Interest expense, net		14.2			13.2			41.6			—			—			69.0

(Loss) income before income tax expense (benefit) and equity (loss) income		(15.1	)		(8.4	)		(54.5	)		23.8			—			(54.2	)
Income tax expense (benefit)		—			0.8			(3.3	)		5.0			—			2.5
Equity (loss) income		(45.9	)		—			4.4			—			41.5			—

Net (loss) income	$	(61.0	)	$	(9.2	)	$	(46.8	)	$	18.8		$	41.5		$	(56.7	)
Less: Net income attributable to non-controlling interests		—			—			—			4.3			—			4.3

Net (loss) income attributed to Cott Corporation	$	(61.0	)	$	(9.2	)	$	(46.8	)	$	14.5		$	41.5		$	(61.0	)

Comprehensive (loss) income attributed to Cott Corporation	$	(40.0	)	$	(9.2	)	$	(90.7	)	$	19.4		$	80.5		$	(40.0	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended July 2, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries		Elimination Entries			Consolidated
Revenue, net	$	48.2		$	259.0		$	437.3		$	35.2	$	(14.7	)	$	765.0
Cost of sales		38.9			98.9			360.6			28.7		(14.7	)		512.4

Gross profit		9.3			160.1			76.7			6.5		—			252.6
Selling, general and administrative expenses		16.8			141.2			41.1			3.0		—			202.1
Loss on disposal of property, plant & equipment, net		—			1.4			0.8			—		—			2.2
Acquisition and integration expenses		—			1.1			10.6			—		—			11.7

Operating (loss) income		(7.5	)		16.4			24.2			3.5		—			36.6
Other expense (income), net		1.8			(0.3	)		1.4			0.1		—			3.0
Intercompany interest expense (income), net		—			10.8			(10.8	)		—		—			—
Interest expense, net		0.2			7.2			19.6			—		—			27.0

(Loss) income before income tax benefit and equity income		(9.5	)		(1.3	)		14.0			3.4		—			6.6
Income tax benefit		—			0.4			1.9			—		—			2.3
Equity income		16.9			—			1.5			—		(18.4	)		—

Net income (loss)	$	7.4		$	(0.9	)	$	17.4		$	3.4	$	(18.4	)	$	8.9
Less: Net income attributable to non-controlling interests		—			—			—			1.5		—			1.5

Net income (loss) attributed to Cott Corporation	$	7.4		$	(0.9	)	$	17.4		$	1.9	$	(18.4	)	$	7.4

Comprehensive (loss) income attributed to Cott Corporation	$	(4.6	)	$	(0.9	)	$	75.4		$	4.0	$	(78.5	)	$	(4.6	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 2, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries		Elimination Entries			Consolidated
Revenue, net	$	82.0		$	502.1		$	844.1		$	63.7	$	(28.5	)	$	1,463.4
Cost of sales		68.6			196.3			708.8			51.6		(28.5	)		996.8

Gross profit		13.4			305.8			135.3			12.1		—			466.6
Selling, general and administrative expenses		22.3			278.4			92.7			5.7		—			399.1
Loss (gain) on disposal of property, plant & equipment, net		—			3.2			(0.1	)		—		—			3.1
Acquisition and integration expenses		—			2.0			11.1			—		—			13.1

Operating (loss) income		(8.9	)		22.2			31.6			6.4		—			51.3
Other expense (income), net		0.2			(1.3	)		1.8			0.1		—			0.8
Intercompany interest expense (income), net		—			21.6			(21.6	)		—		—			—
Interest expense, net		0.4			14.6			39.8			—		—			54.8

(Loss) income before income tax (benefit) expense and equity income		(9.5	)		(12.7	)		11.6			6.3		—			(4.3	)
Income tax (benefit) expense		—			(4.6	)		(7.3	)		0.1		—			(11.8	)
Equity income		14.1			—			3.3			—		(17.4	)		—

Net income (loss)	$	4.6		$	(8.1	)	$	22.2		$	6.2	$	(17.4	)	$	7.5
Less: Net income attributable to non-controlling interests		—			—			—			2.9		—			2.9

Net income (loss) attributed to Cott Corporation	$	4.6		$	(8.1	)	$	22.2		$	3.3	$	(17.4	)	$	4.6

Comprehensive (loss) income attributed to Cott Corporation	$	(10.0	)	$	(8.1	)	$	106.7		$	3.4	$	(102.0	)	$	(10.0	)

Consolidating Balance Sheets

(in millions of U.S. dollars)

Unaudited


	As of July 1, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	5.1		$	22.7		$	67.3		$	28.1		$	—		$	123.2
Accounts receivable, net of allowance		36.2			127.4			428.3			105.7			(210.9	)		486.7
Inventories		17.4			29.4			253.9			23.9			—			324.6
Prepaid expenses and other current assets		1.3			6.9			17.5			11.9			—			37.6

Total current assets		60.0			186.4			767.0			169.6			(210.9	)		972.1
Property, plant & equipment, net		27.6			368.6			421.5			118.1			—			935.8
Goodwill		21.1			586.6			301.3			308.6			—			1,217.6
Intangible assets, net		0.1			362.0			383.0			206.2			—			951.3
Deferred tax assets		—			—			—			1.5			—			1.5
Other long-term assets, net		1.3			14.2			20.8			3.0			—			39.3
Due from affiliates		1,002.8			—			544.4			356.6			(1,903.8	)		—
Investments in subsidiaries		307.4			—			390.5			—			(697.9	)		—

Total assets	$	1,420.3		$	1,517.8		$	2,828.5		$	1,163.6		$	(2,812.6	)	$	4,117.6

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	—		$	255.0		$	—		$	—		$	255.0
Current maturities of long-term debt		—			—			3.0			3.6			—			6.6
Accounts payable and accrued liabilities		91.5			273.2			422.1			135.4			(210.9	)		711.3

Total current liabilities		91.5			273.2			680.1			139.0			(210.9	)		972.9
Long-term debt		504.3			272.4			1,258.7			2.8			—			2,038.2
Deferred tax liabilities		1.0			82.2			48.5			32.4			—			164.1
Other long-term liabilities		0.7			39.2			48.8			24.2			—			112.9
Due to affiliates		1.1			543.3			500.6			858.8			(1,903.8	)		—

Total liabilities		598.6			1,210.3			2,536.7			1,057.2			(2,114.7	)		3,288.1
*Equity*
Common shares, no par		912.0			355.5			729.2			140.4			(1,225.1	)		912.0
Additional paid-in-capital		61.4			—			—			—						61.4
Accumulated deficit		(54.8	)		(47.8	)		(551.3	)		(55.8	)		654.9			(54.8	)
Accumulated other comprehensive (loss) income		(96.9	)		(0.2	)		113.9			14.0			(127.7	)		(96.9	)

Total Cott Corporation equity		821.7			307.5			291.8			98.6			(697.9	)		821.7
Non-controlling interests		—			—			—			7.8			—			7.8

Total equity		821.7			307.5			291.8			106.4			(697.9	)		829.5

Total liabilities and equity	$	1,420.3		$	1,517.8		$	2,828.5		$	1,163.6		$	(2,812.6	)	$	4,117.6

Consolidating Balance Sheets

(in millions of U.S. dollars)


	As of December 31, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination 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 current 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 July 1, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash provided by (used in) operating activities	$	12.3		$	148.1		$	(58.6	)	$	14.9		$	(11.8	)	$	104.9

Investing Activities
Acquisition, net of cash received		—			(19.0	)		(16.9	)		(3.3	)		—			(39.2	)
Additions to property, plant & equipment		(0.5	)		(20.2	)		(9.0	)		(10.7	)		—			(40.4	)
Additions to intangible assets		—			(0.9	)		(1.5	)		(0.6	)		—			(3.0	)
Proceeds from sale of property, plant & equipment and sale-leasebacks		—			—			14.6			0.3			—			14.9
Other investing activities		—			—			0.2			—			—			0.2

Net cash used in investing activities		(0.5	)		(40.1	)		(12.6	)		(14.3	)		—			(67.5	)

Financing Activities
Payments of long-term debt		—			(100.0	)		(423.4	)		(1.1	)		—			(524.5	)
Borrowings under ABL		—			—			684.4			1.3			—			685.7
Payments under ABL		—			—			(576.6	)		—			—			(576.6	)
Premiums and costs paid upon extinguishment of long-term debt		—			(7.7	)		(14.3	)		—			—			(22.0	)
Financing fees		—			—			(1.7	)		—			—			(1.7	)
Distributions to non-controlling interests		—			—			—			(0.9	)		—			(0.9	)
Issuance of common shares		0.3			—			—			—			—			0.3
Dividends paid to common shareowners		(8.3	)		—			—			—			—			(8.3	)
Other financing activities		—			—			—			0.4			—			0.4
Intercompany dividends		—			—			—			(11.8	)		11.8			—

Net cash used in financing activities		(8.0	)		(107.7	)		(331.6	)		(12.1	)		11.8			(447.6	)
Effect of exchange rate changes on cash		0.2			—			1.3			1.4			—			2.9

Net increase (decrease) in cash & cash equivalents		4.0			0.3			(401.5	)		(10.1	)		—			(407.3	)

Cash & cash equivalents, beginning of period		1.1			22.4			468.8			38.2			—			530.5

Cash & cash equivalents, end of period	$	5.1		$	22.7		$	67.3		$	28.1		$	—		$	123.2

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 1, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash provided by (used in) operating activities	$	20.0		$	172.0		$	(98.6	)	$	20.5		$	(12.7	)	$	101.2

Investing Activities
Acquisition, net of cash received		—			(26.8	)		(16.3	)		(1.1	)		—			(44.2	)
Additions to property, plant & equipment		(1.4	)		(37.7	)		(25.2	)		(16.7	)		—			(81.0	)
Additions to intangible assets		—			(1.9	)		(3.3	)		(0.6	)		—			(5.8	)
Proceeds from sale of property, plant & equipment and sale-leasebacks		—			2.1			16.3			0.6			—			19.0
Other investing activities		—			—			0.4			—			—			0.4

Net cash used in investing activities		(1.4	)		(64.3	)		(28.1	)		(17.8	)		—			(111.6	)

Financing Activities
Payments of long-term debt		—			(100.0	)		(626.4	)		(1.4	)		—			(727.8	)
Issuance of long-term debt		—			—			750.0			—			—			750.0
Borrowings under ABL		—			—			1,457.3			1.3			—			1,458.6
Payments under ABL		—			—			(1,409.3	)		(1.5	)		—			(1,410.8	)
Premiums and costs paid upon extinguishment of long-term debt		—			(7.7	)		(21.5	)		—			—			(29.2	)
Financing fees		—			—			(11.1	)		—			—			(11.1	)
Distributions to non-controlling interests		—			—			—			(1.8	)		—			(1.8	)
Issuance of common shares		0.8			—			—			—			—			0.8
Common shares repurchased and cancelled		(1.8	)		—			—			—			—			(1.8	)
Dividends paid to common shareowners		(16.7	)		—			—			—			—			(16.7	)
Other financing activities		—			—			—			0.9			—			0.9
Intercompany dividends		—			—			—			(12.7	)		12.7			—

Net cash (used in) provided by financing activities		(17.7	)		(107.7	)		139.0			(15.2	)		12.7			11.1
Effect of exchange rate changes on cash		(0.6	)		—			2.9			2.1			—			4.4

Net increase (decrease) in cash & cash equivalents		0.3			—			15.2			(10.4	)		—			5.1

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

Cash & cash equivalents, end of period	$	5.1		$	22.7		$	67.3		$	28.1		$	—		$	123.2

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended July 2, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash (used in) provided by operating activities	$	(0.3	)	$	29.6		$	67.2		$	5.2		$	(14.1	)	$	87.6

Investing Activities
Acquisitions, net of cash received		0.5			(2.3	)		—			—			—			(1.8	)
Additions to property, plant & equipment		(0.5	)		(20.8	)		(11.6	)		(0.3	)		—			(33.2	)
Additions to intangible assets		—			(0.6	)		(0.4	)		—			—			(1.0	)
Proceeds from sale of property, plant & equipment		—			—			0.2			—			—			0.2
Increase in restricted cash		(2.8	)		—			—			—			—			(2.8	)

Net cash used in investing activities		(2.8	)		(23.7	)		(11.8	)		(0.3	)		—			(38.6	)

Financing Activities
Payments of long-term debt		—			—			(0.3	)		(0.1	)		—			(0.4	)
Borrowings under ABL		57.2			—			66.7			—			—			123.9
Payments under ABL		(88.9	)		—			(98.8	)		—			—			(187.7	)
Distributions to non-controlling interests		—			—			—			(1.0	)		—			(1.0	)
Issuance of common shares		220.1			—			—			—			—			220.1
Dividends paid to common shareowners		(7.4	)		—			—			—			—			(7.4	)
Intercompany dividends		—			—			(13.0	)		(1.1	)		14.1			—

Net cash provided by (used in) financing activities		181.0			—			(45.4	)		(2.2	)		14.1			147.5
Effect of exchange rate changes on cash		(0.2	)		—			(1.8	)		(0.1	)		—			(2.1	)

Net increase in cash & cash equivalents		177.7			5.9			8.2			2.6			—			194.4

Cash & cash equivalents, beginning of period		4.9			20.5			25.0			4.7			—			55.1

Cash & cash equivalents, end of period	$	182.6		$	26.4		$	33.2		$	7.3		$	—		$	249.5

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 2, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash (used in) provided by operating activities	$	(137.1	)	$	55.7		$	156.9		$	9.9		$	(16.5	)	$	68.9

Investing Activities
Acquisitions, net of cash received		(42.7	)		(3.5	)		—			—			—			(46.2	)
Additions to property, plant & equipment		(0.9	)		(37.6	)		(23.6	)		(0.6	)		—			(62.7	)
Additions to intangible assets		(0.1	)		(1.1	)		(2.1	)		—			—			(3.3	)
Proceeds from sale of property, plant & equipment		—			0.1			2.8			—			—			2.9
Increase in restricted cash		(2.8	)		—			—			—			—			(2.8	)

Net cash used in investing activities		(46.5	)		(42.1	)		(22.9	)		(0.6	)		—			(112.1	)

Financing Activities
Payments of long-term debt		—			—			(1.3	)		(0.2	)		—			(1.5	)
Borrowings under ABL		144.8			—			476.3			—			—			621.1
Payments under ABL		(147.7	)		—			(598.3	)		—			—			(746.0	)
Distributions to non-controlling interests		—			—			—			(3.3	)		—			(3.3	)
Issuance of common shares		364.2			—			—			—			—			364.2
Common shares repurchased and cancelled		(1.1	)		—			—			—			—			(1.1	)
Dividends paid to common shareowners		(14.7	)		—			—			—			—			(14.7	)
Intercompany dividends		—			—			(13.0	)		(3.5	)		16.5			—

Net cash provided by (used in) financing activities		345.5			—			(136.3	)		(7.0	)		16.5			218.7
Effect of exchange rate changes on cash		(0.1	)		—			(2.9	)		(0.1	)		—			(3.1	)

Net increase (decrease) in cash & cash equivalents		161.8			13.6			(5.2	)		2.2			—			172.4

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

Cash & cash equivalents, end of period	$	182.6		$	26.4		$	33.2		$	7.3		$	—		$	249.5

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 10 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 July 1, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	46.3		$	186.5		$	659.0		$	138.1		$	(15.8	)	$	1,014.1
Cost of sales		38.9			158.8			428.3			61.6			(15.8	)		671.8

Gross profit		7.4			27.7			230.7			76.5			—			342.3
Selling, general and administrative expenses		8.6			30.5			197.0			63.6			—			299.7
Loss on disposal of property, plant & equipment, net		—			0.1			3.8			0.1			—			4.0
Acquisition and integration expenses		—			3.1			2.1			2.8			—			8.0

Operating (loss) income		(1.2	)		(6.0	)		27.8			10.0			—			30.6
Other expense (income), net		—			20.0			(2.6	)		0.8			—			18.2
Intercompany interest (income) expense, net		(1.5	)		(1.7	)		7.7			(4.5	)		—			—
Interest expense, net		7.2			9.5			16.5			0.1			—			33.3

(Loss) income before income tax (benefit) expense and equity (loss) income		(6.9	)		(33.8	)		6.2			13.6			—			(20.9	)
Income tax expense (benefit)		—			0.5			(3.9	)		4.8			—			1.4
Equity (loss) income		(17.7	)		2.4			(0.1	)		—			15.4			—

Net (loss) income	$	(24.6	)	$	(31.9	)	$	10.0		$	8.8		$	15.4		$	(22.3	)
Less: Net income attributable to non-controlling interests		—			—			—			2.3			—			2.3

Net (loss) income attributed to Cott Corporation	$	(24.6	)	$	(31.9	)	$	10.0		$	6.5		$	15.4		$	(24.6	)

Comprehensive (loss) income attributed to Cott Corporation	$	(15.8	)	$	(30.4	)	$	(27.3	)	$	4.6		$	53.1		$	(15.8	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 1, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	81.0		$	351.1		$	1,252.3		$	255.8		$	(29.7	)	$	1,910.5
Cost of sales		69.5			302.1			802.4			113.3			(29.7	)		1,257.6

Gross profit		11.5			49.0			449.9			142.5			—			652.9
Selling, general and administrative expenses		15.1			57.7			396.6			121.4			—			590.8
Loss on disposal of property, plant & equipment, net		—			0.1			5.2			0.1			—			5.4
Acquisition and integration expenses		—			4.6			4.8			5.9			—			15.3

Operating (loss) income		(3.6	)		(13.4	)		43.3			15.1			—			41.4
Other expense (income), net		0.3			30.0			(3.7	)		—			—			26.6
Intercompany interest
(income) expense, net		(3.0	)		(10.9	)		22.6			(8.7	)		—			—
Interest expense, net		14.2			29.9			24.9			—			—			69.0

(Loss) income before income tax (benefit) expense and equity (loss) income		(15.1	)		(62.4	)		(0.5	)		23.8			—			(54.2	)
Income tax expense (benefit)		—			1.6			(4.1	)		5.0			—			2.5
Equity (loss) income		(45.9	)		4.5			(0.1	)		—			41.5			—

Net (loss) income	$	(61.0	)	$	(59.5	)	$	3.5		$	18.8		$	41.5		$	(56.7	)
Less: Net income attributable to non-controlling interests		—			—			—			4.3			—			4.3

Net (loss) income attributed to Cott Corporation	$	(61.0	)	$	(59.5	)	$	3.5		$	14.5		$	41.5		$	(61.0	)

Comprehensive (loss) income attributed to Cott Corporation	$	(40.0	)	$	(57.3	)	$	(32.5	)	$	19.4		$	70.4		$	(40.0	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended July 2, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries		Cott Non-Guarantor Subsidiaries		Elimination Entries			Consolidated
Revenue, net	$	48.2		$	191.3		$	505.0	$	35.2	$	(14.7	)	$	765.0
Cost of sales		38.9			158.3			301.2		28.7		(14.7	)		512.4

Gross profit		9.3			33.0			203.8		6.5		—			252.6
Selling, general and administrative expenses		16.8			15.8			166.5		3.0		—			202.1
Loss on disposal of property, plant & equipment, net		—			0.2			2.0		—		—			2.2
Acquisition and integration expenses		—			10.7			1.0		—		—			11.7

Operating (loss) income		(7.5	)		6.3			34.3		3.5		—			36.6
Other expense, net		1.8			0.1			1.0		0.1		—			3.0
Intercompany interest (income) expense, net		—			(11.3	)		11.3		—		—			—
Interest expense, net		0.2			19.5			7.3		—		—			27.0

(Loss) income before income tax benefit and equity income		(9.5	)		(2.0	)		14.7		3.4		—			6.6
Income tax benefit		—			1.6			0.7		—		—			2.3
Equity income		16.9			1.5			—		—		(18.4	)		—

Net income	$	7.4		$	1.1		$	15.4	$	3.4	$	(18.4	)	$	8.9
Less: Net income attributable to non-controlling interests		—			—			—		1.5		—			1.5


Net income attributed to Cott Corporation	$	7.4		$	1.1		$	15.4	$	1.9	$	(18.4	)	$	7.4

Comprehensive (loss) income attributed to Cott Corporation	$	(4.6	)	$	(0.1	)	$	74.6	$	4.0	$	(78.5	)	$	(4.6	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 2, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries		Elimination Entries			Consolidated
Revenue, net	$	82.0		$	360.2		$	986.0		$	63.7	$	(28.5	)	$	1,463.4
Cost of sales		68.6			304.3			600.8			51.6		(28.5	)		996.8

Gross profit		13.4			55.9			385.2			12.1		—			466.6
Selling, general and administrative expenses		22.3			43.9			327.2			5.7		—			399.1
Loss on disposal of property, plant & equipment, net		—			0.5			2.6			—		—			3.1
Acquisition and integration expenses		—			11.0			2.1			—		—			13.1

Operating (loss) income		(8.9	)		0.5			53.3			6.4		—			51.3
Other expense, net		0.2			—			0.5			0.1		—			0.8
Intercompany interest (income) expense, net		—			(22.7	)		22.7			—		—			—
Interest expense, net		0.4			39.6			14.8			—		—			54.8

(Loss) income before income tax (benefit) expense and equity income		(9.5	)		(16.4	)		15.3			6.3		—			(4.3	)
Income tax (benefit) expense		—			(7.6	)		(4.3	)		0.1		—			(11.8	)
Equity income		14.1			3.0			0.3			—		(17.4	)		—

Net income (loss)	$	4.6		$	(5.8	)	$	19.9		$	6.2	$	(17.4	)	$	7.5
Less: Net income attributable to non-controlling interests		—			—			—			2.9		—			2.9

Net income (loss) attributed to Cott Corporation	$	4.6		$	(5.8	)	$	19.9		$	3.3	$	(17.4	)	$	4.6

Comprehensive (loss) income attributed to Cott Corporation	$	(10.0	)	$	(7.1	)	$	105.7		$	3.4	$	(102.0	)	$	(10.0	)

Consolidating Balance Sheets

(in millions of U.S. dollars)

Unaudited


	As of July 1, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries		Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	5.1		$	16.1		$	73.9	$	28.1		$	—		$	123.2
Accounts receivable, net of allowance		36.2			241.1			382.0		105.7			(278.3	)		486.7
Inventories		17.4			74.5			208.8		23.9			—			324.6
Prepaid expenses and other current assets		1.3			6.1			18.3		11.9			—			37.6

Total current assets		60.0			337.8			683.0		169.6			(278.3	)		972.1
Property, plant & equipment, net		27.6			148.6			641.5		118.1			—			935.8
Goodwill		21.1			4.5			883.4		308.6			—			1,217.6
Intangible assets, net		0.1			65.4			679.6		206.2			—			951.3
Deferred tax assets		—			—			—		1.5			—			1.5
Other long-term assets, net		1.3			16.2			18.8		3.0			—			39.3
Due from affiliates		1,002.8			782.3			893.2		356.6			(3,034.9	)		—
Investments in subsidiaries		307.4			861.4			1,038.9		—			(2,207.7	)		—

Total assets	$	1,420.3		$	2,216.2		$	4,838.4	$	1,163.6		$	(5,520.9	)	$	4,117.6

LIABILITIES AND EQUITY
*Current liabilities*
Short-term borrowings	$	—		$	255.0		$	—	$	—		$	—		$	255.0
Current maturities of long-term debt		—			2.5			0.5		3.6			—			6.6
Accounts payable and accrued liabilities		91.5			333.8			428.9		135.4			(278.3	)		711.3

Total current liabilities		91.5			591.3			429.4		139.0			(278.3	)		972.9
Long-term debt		504.3			519.4			1,011.7		2.8			—			2,038.2
Deferred tax liabilities		1.0			39.2			91.5		32.4			—			164.1
Other long-term liabilities		0.7			23.5			64.5		24.2			—			112.9
Due to affiliates		1.1			892.1			1,282.9		858.8			(3,034.9	)		—

Total liabilities		598.6			2,065.5			2,880.0		1,057.2			(3,313.2	)		3,288.1
*Equity*
Common shares, no par		912.0			1,034.7			1,549.9		140.4			(2,725.0	)		912.0
Additional paid-in-capital		61.4			—			—		—			—			61.4
(Accumulated deficit) retained earnings		(54.8	)		(866.1	)		266.8		(55.8	)		655.1			(54.8	)
Accumulated other comprehensive (loss) income		(96.9	)		(17.9	)		141.7		14.0			(137.8	)		(96.9	)

Total Cott Corporation equity		821.7			150.7			1,958.4		98.6			(2,207.7	)		821.7
Non-controlling interests		—			—			—		7.8			—			7.8

Total equity		821.7			150.7			1,958.4		106.4			(2,207.7	)		829.5

Total liabilities and equity	$	1,420.3		$	2,216.2		$	4,838.4	$	1,163.6		$	(5,520.9	)	$	4,117.6

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 current 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 July 1, 2017
							Cott			Cott
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash provided by (used in) operating activities	$	12.3		$	(88.1	)	$	177.6		$	14.9		$	(11.8	)	$	104.9

Investing Activities
Acquisitions, net of cash received		—			(14.2	)		(21.7	)		(3.3	)		—			(39.2	)
Additions to property, plant & equipment		(0.5	)		(5.9	)		(23.3	)		(10.7	)		—			(40.4	)
Additions to intangible assets		—			(1.4	)		(1.0	)		(0.6	)		—			(3.0	)
Proceeds from sale of property, plant & equipment and sale-leasebacks		—			7.7			6.9			0.3			—			14.9
Other investing activities		—			—			0.2			—			—			0.2

Net cash used in investing activities		(0.5	)		(13.8	)		(38.9	)		(14.3	)		—			(67.5	)

Financing Activities
Payments of long-term debt		—			(423.3	)		(100.1	)		(1.1	)		—			(524.5	)
Borrowings under ABL		—			680.5			3.9			1.3			—			685.7
Payments under ABL		—			(570.8	)		(5.8	)		—			—			(576.6	)
Premiums and costs paid upon extinguishment of long-term debt		—			(14.3	)		(7.7	)		—			—			(22.0	)
Financing fees		—			—			(1.7	)		—			—			(1.7	)
Distributions to non-controlling interests		—			—			—			(0.9	)		—			(0.9	)
Issuance of common shares		0.3			—			—			—			—			0.3
Dividends paid to common shareowners		(8.3	)		—			—			—			—			(8.3	)
Other financing activities		—			—			—			0.4			—			0.4
Intercompany dividends		—			—			—			(11.8	)		11.8			—

Net cash used in financing activities		(8.0	)		(327.9	)		(111.4	)		(12.1	)		11.8			(447.6	)
Effect of exchange rate changes on cash		0.2			—			1.3			1.4			—			2.9

Net increase (decrease) in cash & cash equivalents		4.0			(429.8	)		28.6			(10.1	)		—			(407.3	)

Cash & cash equivalents, beginning of period		1.1			445.9			45.3			38.2			—			530.5

Cash & cash equivalents, end of period	$	5.1		$	16.1		$	73.9		$	28.1		$	—		$	123.2

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 1, 2017
							Cott			Cott
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash provided by (used in) operating activities	$	20.0		$	(116.9	)	$	190.3		$	20.5		$	(12.7	)	$	101.2

Investing Activities
Acquisitions, net of cash received		—			(14.2	)		(28.9	)		(1.1	)		—			(44.2	)
Additions to property, plant & equipment		(1.4	)		(10.6	)		(52.3	)		(16.7	)		—			(81.0	)
Additions to intangible assets		—			(3.2	)		(2.0	)		(0.6	)		—			(5.8	)
Proceeds from sale of property, plant & equipment and sale-leasebacks		—			7.7			10.7			0.6			—			19.0
Intercompany loan to affiliate		—			—			(750.0	)		—			750.0			—
Other investing activities		—			—			0.4			—			—			0.4

Net cash used in investing activities		(1.4	)		(20.3	)		(822.1	)		(17.8	)		750.0			(111.6	)

Financing Activities
Payments of long-term debt		—			(626.3	)		(100.1	)		(1.4	)		—			(727.8	)
Issuance of long-term debt		—			—			750.0			—			—			750.0
Borrowings under ABL		—			1,451.5			5.8			1.3			—			1,458.6
Payments under ABL		—			(1,403.5	)		(5.8	)		(1.5	)		—			(1,410.8	)
Premiums and costs paid upon extinguishment of long-term debt		—			(21.5	)		(7.7	)		—			—			(29.2	)
Financing fees		—			—			(11.1	)		—			—			(11.1	)
Distributions to non-controlling interests		—			—			—			(1.8	)		—			(1.8	)
Issuance of common shares		0.8			—			—			—			—			0.8
Common shares repurchased and cancelled		(1.8	)		—			—			—			—			(1.8	)
Dividends paid to common shareowners		(16.7	)		—			—			—			—			(16.7	)
Proceeds from intercompany loan from affiliate		—			750.0			—			—			(750.0	)		—
Other financing activities		—			—			—			0.9			—			0.9
Intercompany dividends		—			—			—			(12.7	)		12.7			—

Net cash (used in) provided by financing activities		(17.7	)		150.2			631.1			(15.2	)		(737.3	)		11.1
Effect of exchange rate changes on cash		(0.6	)		—			2.9			2.1			—			4.4

Net increase (decrease) in cash & cash equivalents		0.3			13.0			2.2			(10.4	)		—			5.1

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

Cash & cash equivalents, end of period	$	5.1		$	16.1		$	73.9		$	28.1		$	—		$	123.2

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Three Months Ended July 2, 2016
							Cott			Cott
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash (used in) provided by operating activities	$	(0.3	)	$	46.8		$	50.0		$	5.2		$	(14.1	)	$	87.6

Investing Activities
Acquisitions, net of cash received		0.5			—			(2.3	)		—			—			(1.8	)
Additions to property, plant & equipment		(0.5	)		(4.3	)		(28.1	)		(0.3	)		—			(33.2	)
Additions to intangible assets		—			(0.4	)		(0.6	)		—			—			(1.0	)
Proceeds from sale of property, plant & equipment		—			0.1			0.1			—			—			0.2
Increase in restricted cash		(2.8	)		—			—			—			—			(2.8	)

Net cash used in investing activities		(2.8	)		(4.6	)		(30.9	)		(0.3	)		—			(38.6	)

Financing Activities
Payments of long-term debt		—			(0.3	)		—			(0.1	)		—			(0.4	)
Borrowings under ABL		57.2			66.7			—			—			—			123.9
Payments under ABL		(88.9	)		(98.8	)		—			—			—			(187.7	)
Distributions to non-controlling interests		—			—			—			(1.0	)		—			(1.0	)
Issuance of common shares		220.1			—			—			—			—			220.1
Dividends paid to common shareowners		(7.4	)		—			—			—			—			(7.4	)
Intercompany dividends		—			(8.4	)		(4.6	)		(1.1	)		14.1			—

Net cash provided by (used in) financing activities		181.0			(40.8	)		(4.6	)		(2.2	)		14.1			147.5
Effect of exchange rate changes on cash		(0.2	)		—			(1.8	)		(0.1	)		—			(2.1	)

Net increase in cash & cash equivalents		177.7			1.4			12.7			2.6			—			194.4

Cash & cash equivalents, beginning of period		4.9			1.0			44.5			4.7			—			55.1

Cash & cash equivalents, end of period	$	182.6		$	2.4		$	57.2		$	7.3		$	—		$	249.5

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited


	For the Six Months Ended July 2, 2016
							Cott			Cott
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash (used in) provided by operating activities	$	(137.1	)	$	145.8		$	66.8		$	9.9		$	(16.5	)	$	68.9

Investing Activities
Acquisitions, net of cash received		(42.7	)		—			(3.5	)		—			—			(46.2	)
Additions to property, plant & equipment		(0.9	)		(11.0	)		(50.2	)		(0.6	)		—			(62.7	)
Additions to intangible assets		(0.1	)		(2.1	)		(1.1	)		—			—			(3.3	)
Proceeds from sale of property, plant & equipment		—			0.1			2.8			—			—			2.9
Increase in restricted cash		(2.8	)		—			—			—			—			(2.8	)

Net cash used in investing activities		(46.5	)		(13.0	)		(52.0	)		(0.6	)		—			(112.1	)

Financing Activities
Payments of long-term debt		—			(1.0	)		(0.3	)		(0.2	)		—			(1.5	)
Borrowings under ABL		144.8			476.3			—			—			—			621.1
Payments under ABL		(147.7	)		(598.3	)		—			—			—			(746.0	)
Distributions to non-controlling interests		—			—			—			(3.3	)		—			(3.3	)
Issuance of common shares		364.2			—			—			—			—			364.2
Common shares repurchased and cancelled		(1.1	)		—			—			—			—			(1.1	)
Dividends paid to common shareowners		(14.7	)		—			—			—			—			(14.7	)
Intercompany dividends		—			(8.4	)		(4.6	)		(3.5	)		16.5			—

Net cash provided by (used in) financing activities		345.5			(131.4	)		(4.9	)		(7.0	)		16.5			218.7
Effect of exchange rate changes on cash		(0.1	)		—			(2.9	)		(0.1	)		—			(3.1	)

Net increase in cash & cash equivalents		161.8			1.4			7.0			2.2			—			172.4

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

Cash & cash equivalents, end of period	$	182.6		$	2.4		$	57.2		$	7.3		$	—		$	249.5