Guarantor Subsidiaries

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Guarantor Subsidiaries

Note 17—Guarantor Subsidiaries

Guarantor Subsidiaries for DSS Notes

The DSS Notes assumed as part of the acquisition of DSS are guaranteed on a senior secured 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. $531.1 million at the exchange rate in effect on September 30, 2017) of 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 5.375% senior notes due 2022 (“2022 Notes”) and the 6.75% senior notes due 2020 (“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 September 30, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	271.9		$	198.7		$	110.3		$	—		$	580.9
Cost of sales		—			105.4			145.9			36.8			—			288.1
Gross profit		—			166.5			52.8			73.5			—			292.8
Selling, general and administrative expenses		1.2			143.7			57.0			60.9			—			262.8
Loss (gain) on disposal of property, plant & equipment, net		—			0.3			(0.6	)		(0.1	)		—			(0.4	)
Acquisition and integration expenses		—			2.5			2.2			(1.5	)		—			3.2
Operating (loss) income		(1.2	)		20.0			(5.8	)		14.2			—			27.2
Other expense (income), net		—			0.3			1.3			(0.1	)		—			1.5
Intercompany interest expense (income), net		—			54.2			(33.4	)		(12.8	)		(8.0	)		—
Interest expense, net		7.5			5.2			10.5			—			—			23.2
(Loss) income before income tax expense, equity income and discontinued operations		(8.7	)		(39.7	)		15.8			27.1			8.0			2.5
Income tax expense		—			0.4			0.5			—			—			0.9
Equity income		43.4			—			0.1			—			(43.5	)		—
Net income (loss) from continuing operations	$	34.7		$	(40.1	)	$	15.4		$	27.1		$	(35.5	)	$	1.6
Net income from discontinued operations, net of income taxes		7.8			—			32.8			3.3			(0.9	)		43.0
Net income (loss)		42.5			(40.1	)		48.2			30.4			(36.4	)		44.6
Less: Net income attributable to non-controlling interests		—			—			—			2.1			—			2.1
Net income (loss) attributable to Cott Corporation	$	42.5		$	(40.1	)	$	48.2		$	28.3		$	(36.4	)	$	42.5
Comprehensive income (loss) attributable to Cott Corporation	$	46.7		$	(40.1	)	$	27.4		$	23.0		$	(10.3	)	$	46.7

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended September 30, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	786.3		$	607.6		$	304.5		$	—		$	1,698.4
Cost of sales		—			305.9			443.8			100.0			—			849.7
Gross profit		—			480.4			163.8			204.5			—			848.7
Selling, general and administrative expenses		4.1			423.4			171.6			178.7			—			777.8
Loss (gain) on disposal of property, plant & equipment, net		—			6.3			(1.5	)		—			—			4.8
Acquisition and integration expenses		—			5.9			6.9			4.4			—			17.2
Operating (loss) income		(4.1	)		44.8			(13.2	)		21.4			—			48.9
Other (income) expense, net		—			(1.4	)		0.9			(0.6	)		—			(1.1	)
Intercompany interest expense (income), net		—			32.5			(21.6	)		(7.6	)		(3.3	)		—
Interest expense, net		21.6			18.4			22.1			—			—			62.1
(Loss) income before income tax (benefit) expense, equity income and discontinued operations		(25.7	)		(4.7	)		(14.6	)		29.6			3.3			(12.1	)
Income tax (benefit) expense		—			1.2			(5.3	)		5.1			—			1.0
Equity income		0.6			—			0.1			—			(0.7	)		—
Net (loss) income from continuing operations	$	(25.1	)	$	(5.9	)	$	(9.2	)	$	24.5		$	2.6		$	(13.1	)
Net income (loss) from discontinued operations, net of income taxes		6.6			—			(7.4	)		10.8			(9.0	)		1.0
Net (loss) income		(18.5	)		(5.9	)		(16.6	)		35.3			(6.4	)		(12.1	)
Less: Net income attributable to non-controlling interests		—			—			—			6.4			—			6.4
Net (loss) income attributable to Cott Corporation	$	(18.5	)	$	(5.9	)	$	(16.6	)	$	28.9		$	(6.4	)	$	(18.5	)
Comprehensive income (loss) attributable to Cott Corporation	$	6.7		$	(5.9	)	$	(81.3	)	$	28.5		$	58.7		$	6.7

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited

	For the Three Months Ended October 1, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	262.2		$	144.6		$	69.9		$	—		$	476.7
Cost of sales		—			101.2			103.0			24.8			—			229.0
Gross profit		—			161.0			41.6			45.1			—			247.7
Selling, general and administrative expenses		1.6			143.9			38.7			41.1			—			225.3
Loss (gain) on disposal of property, plant & equipment, net		—			1.6			(0.2	)		—			—			1.4
Acquisition and integration expenses		—			(1.4	)		7.4			1.4			—			7.4
Operating (loss) income		(1.6	)		16.9			(4.3	)		2.6			—			13.6
Other (income) expense, net		—			(0.3	)		(0.6	)		1.1			—			0.2
Intercompany interest expense (income), net		—			10.8			(0.6	)		(4.2	)		(6.0	)		—
Interest expense (income), net		7.4			7.4			—			(0.3	)		—			14.5
(Loss) income before income tax expense (benefit), equity income and discontinued operations		(9.0	)		(1.0	)		(3.1	)		6.0			6.0			(1.1	)
Income tax expense (benefit)		7.6			(0.2	)		(4.9	)		0.4			—			2.9
Equity income		8.7			—			—			—			(8.7	)		—
Net (loss) income from continuing operations	$	(7.9	)	$	(0.8	)	$	1.8		$	5.6		$	(2.7	)	$	(4.0	)
Net income from discontinued operations, net of income taxes		5.3			—			5.0			3.2			(10.6	)		2.9
Net (loss) income		(2.6	)		(0.8	)		6.8			8.8			(13.3	)		(1.1	)
Less: Net income attributable to non-controlling interests		—			—			—			1.5			—			1.5
Net (loss) income attributable to Cott Corporation	$	(2.6	)	$	(0.8	)	$	6.8		$	7.3		$	(13.3	)	$	(2.6	)
Comprehensive (loss) income attributable to Cott Corporation	$	(7.8	)	$	(0.8	)	$	110.4		$	11.2		$	(120.8	)	$	(7.8	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended October 1, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	764.3		$	267.8		$	69.9		$	—		$	1,102.0
Cost of sales		—			297.5			188.1			24.8			—			510.4
Gross profit		—			466.8			79.7			45.1			—			591.6
Selling, general and administrative expenses		12.6			422.3			71.7			41.1			—			547.7
Loss (gain) on disposal of property, plant & equipment, net		—			4.8			(0.2	)		—			—			4.6
Acquisition and integration expenses		—			0.6			18.5			1.4			—			20.5
Operating (loss) income		(12.6	)		39.1			(10.3	)		2.6			—			18.8
Other (income) expense, net		—			(1.6	)		0.5			1.1			—			—
Intercompany interest expense (income), net		—			32.4			0.4			(13.3	)		(19.5	)		—
Interest expense (income), net		7.4			22.0			—			(0.2	)		—			29.2
(Loss) income before income tax expense (benefit), equity income and discontinued operations		(20.0	)		(13.7	)		(11.2	)		15.0			19.5			(10.4	)
Income tax expense (benefit)		7.4			(4.8	)		(7.6	)		0.2			—			(4.8	)
Equity income		22.9			—			—			—			(22.9	)		—
Net (loss) income from continuing operations	$	(4.5	)	$	(8.9	)	$	(3.6	)	$	14.8		$	(3.4	)	$	(5.6	)
Net income from discontinued operations, net of income taxes		6.5			—			26.7			9.4			(30.6	)		12.0
Net income (loss)		2.0			(8.9	)		23.1			24.2			(34.0	)		6.4
Less: Net income attributable to non-controlling interests		—			—			—			4.4			—			4.4
Net income (loss) attributable to Cott Corporation	$	2.0		$	(8.9	)	$	23.1		$	19.8		$	(34.0	)	$	2.0
Comprehensive (loss) income attributable to Cott Corporation	$	(17.8	)	$	(8.9	)	$	211.2		$	23.8		$	(226.1	)	$	(17.8	)

Consolidating Balance Sheets

(in millions of U.S. dollars)

Unaudited

	As of September 30, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
Current assets
Cash & cash equivalents	$	—		$	20.8		$	34.4		$	26.8		$	—		$	82.0
Accounts receivable, net of allowance		—			137.4			89.0			93.9			(8.7	)		311.6
Inventories		—			30.2			96.5			15.6			—			142.3
Prepaid expenses and other current assets		0.1			8.5			7.1			6.5			—			22.2
Current assets of discontinued operations		63.2			—			563.4			28.9			(229.0	)		426.5
Total current assets		63.3			196.9			790.4			171.7			(237.7	)		984.6
Property, plant & equipment, net		—			371.2			112.2			107.0			—			590.4
Goodwill		—			587.2			189.6			320.2			—			1,097.0
Intangible assets, net		—			353.1			203.6			207.2			—			763.9
Deferred tax assets		—			—			—			2.2			—			2.2
Other long-term assets, net		0.4			14.6			5.6			16.2			—			36.8
Due from affiliates		—			—			1.1			371.8			(372.9	)		—
Investments in subsidiaries		—			—			3.9			—			(3.9	)		—
Long-term assets of discontinued operations		1,425.1			—			1,546.1			6.9			(2,304.5	)		673.6
Total assets	$	1,488.8		$	1,523.0		$	2,852.5		$	1,203.2		$	(2,919.0	)	$	4,148.5
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	0.1		$	—		$	2.5		$	—		$	2.6
Accounts payable and accrued liabilities		8.6			275.6			187.1			136.8			(155.0	)		453.1
Current liabilities of discontinued operations		91.6			—			500.2			10.0			(82.7	)		519.1
Total current liabilities		100.2			275.7			687.3			149.3			(237.7	)		974.8
Long-term debt		521.3			271.2			738.8			2.7			—			1,534.0
Deferred tax liabilities		—			82.6			18.6			30.7			—			131.9
Other long-term liabilities		—			39.5			17.2			10.8			—			67.5
Due to affiliates		—			543.3			424.8			858.6			(1,826.7	)		—
Long-term liabilities of discontinued operations		1.9			—			655.4			28.1			(118.9	)		566.5
Total liabilities		623.4			1,212.3			2,542.1			1,080.2			(2,183.3	)		3,274.7
Equity
Common shares, no par		915.5			355.5			752.1			144.5			(1,252.1	)		915.5
Additional paid-in-capital		63.3			—			—			—						63.3
(Accumulated deficit) retained earnings		(20.7	)		(44.6	)		(534.8	)		(38.6	)		618.0			(20.7	)
Accumulated other comprehensive (loss) income		(92.7	)		(0.2	)		93.1			8.7			(101.6	)		(92.7	)
Total Cott Corporation equity		865.4			310.7			310.4			114.6			(735.7	)		865.4
Non-controlling interests		—			—			—			8.4			—			8.4
Total equity		865.4			310.7			310.4			123.0			(735.7	)		873.8
Total liabilities and equity	$	1,488.8		$	1,523.0		$	2,852.5		$	1,203.2		$	(2,919.0	)	$	4,148.5

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	$	—		$	22.7		$	23.6		$	31.8		$	—		$	78.1
Accounts receivable, net of allowance		—			121.7			82.6			84.0			(11.6	)		276.7
Inventories		—			29.2			79.9			15.5			—			124.6
Prepaid expenses and other current assets		1.7			7.1			10.0			4.2			(0.9	)		22.1
Current assets of discontinued operations		47.2			—			346.6			23.2			(65.3	)		351.7
Total current assets		48.9			180.7			542.7			158.7			(77.8	)		853.2
Property, plant & equipment, net		—			364.5			115.8			101.5			—			581.8
Goodwill		—			582.0			183.6			282.7			—			1,048.3
Intangible assets, net		—			356.8			204.4			197.8			—			759.0
Other long-term assets, net		0.5			14.6			6.6			2.3			—			24.0
Due from affiliates		—			—			—			329.6			(329.6	)		—
Investments in subsidiaries		—			—			—			—			—			—
Long-term assets of discontinued operations		1,353.7			—			1,548.9			4.2			(2,233.4	)		673.4
Total assets	$	1,403.1		$	1,498.6		$	2,602.0		$	1,076.8		$	(2,640.8	)	$	3,939.7
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	—		$	0.1		$	2.8		$	—		$	2.9
Accounts payable and accrued liabilities		4.2			135.1			124.9			124.8			(21.0	)		368.0
Current liabilities of discontinued operations		63.6			—			423.8			8.5			(56.7	)		439.2
Total current liabilities		67.8			135.1			548.8			136.1			(77.7	)		810.1
Long-term debt		464.4			384.2			—			2.8			—			851.4
Deferred tax liabilities		0.9			81.2			46.5			26.4			—			155.0
Other long-term liabilities		—			38.0			16.9			20.5			—			75.4
Due to affiliates		—			543.3			390.6			775.1			(1,709.0	)		—
Long-term liabilities of discontinued operations		1.5			—			1,255.8			24.6			(107.9	)		1,174.0
Total liabilities		534.6			1,181.8			2,258.6			985.5			(1,894.6	)		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 (accumulated deficit)		22.9			(38.4	)		(505.9	)		(72.8	)		617.1			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			343.4			86.0			(746.2	)		868.5
Non-controlling interests		—			—			—			5.3			—			5.3
Total equity		868.5			316.8			343.4			91.3			(746.2	)		873.8
Total liabilities and equity	$	1,403.1		$	1,498.6		$	2,602.0		$	1,076.8		$	(2,640.8	)	$	3,939.7

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Three Months Ended September 30, 2017
	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 from continuing operations	$	(0.1	)	$	(88.0	)	$	17.4		$	14.7		$	102.2		$	46.2
Investing Activities
Acquisitions, net of cash received		—			(1.1	)		—			(2.3	)		—			(3.4	)
Additions to property, plant & equipment		—			(22.1	)		(7.9	)		(8.2	)		—			(38.2	)
Additions to intangible assets		—			(0.4	)		(2.7	)		(0.3	)		—			(3.4	)
Proceeds from sale of property, plant & equipment		—			0.2			0.9			2.0			—			3.1
Other investing activities		—			—			0.5			—			—			0.5
Net cash used in investing activities from continuing operations		—			(23.4	)		(9.2	)		(8.8	)		—			(41.4	)
Financing Activities
Payments of long-term debt		—			—			(0.2	)		(0.1	)		—			(0.3	)
Issuance of common shares		2.1			—			—			—			—			2.1
Common shares repurchased and cancelled		(0.1	)		—			—			—			—			(0.1	)
Dividends paid to common shareowners		(8.4	)		—			—			—			—			(8.4	)
Proceeds from intercompany loan from affiliate		—			109.5			—			—			(109.5	)		—
Net cash (used in) provided by financing activities from continuing operations		(6.4	)		109.5			(0.2	)		(0.1	)		(109.5	)		(6.7	)
Cash Flows from Discontinued Operations
Net cash provided by operating activities from discontinued operations		7.6			—			137.5			6.1			(103.8	)		47.4
Net cash used in investing activities from discontinued operations		(0.5	)		—			(121.8	)		(0.5	)		109.5			(13.3	)
Net cash used in financing activities from discontinued operations		—			—			(7.9	)		(2.9	)		1.6			(9.2	)
Net cash provided by discontinued operations		7.1			—			7.8			2.7			7.3			24.9
Effect of exchange rate changes on cash		0.1			—			1.1			0.8			—			2.0
Net increase (decrease) in cash & cash equivalents		0.7			(1.9	)		16.9			9.3			—			25.0
Cash & cash equivalents, beginning of period		5.1			22.7			67.3			28.1			—			123.2
Cash & cash equivalents, end of period		5.8			20.8			84.2			37.4			—			148.2
Cash & cash equivalents from discontinued operations, end of period		5.8			—			49.8			10.6			—			66.2
Cash & cash equivalents from continuing operations, end of period	$	—		$	20.8		$	34.4		$	26.8		$	—		$	82.0

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended September 30, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash provided by operating activities from continuing operations	$	0.5		$	84.0		$	34.4		$	29.8		$	(10.0	)	$	138.7
Investing Activities
Acquisitions, net of cash received		—			(27.9	)		(2.1	)		(3.4	)		—			(33.4	)
Additions to property, plant & equipment		—			(59.8	)		(13.3	)		(24.0	)		—			(97.1	)
Additions to intangible assets		—			(2.4	)		(2.7	)		(0.9	)		—			(6.0	)
Proceeds from sale of property, plant & equipment		—			2.4			0.9			2.7			—			6.0
Intercompany loan to affiliate		—			—			(750.0	)		—			750.0			—
Other investing activities		—			—			0.9			—			—			0.9
Net cash used in investing activities from continuing operations		—			(87.7	)		(766.3	)		(25.6	)		750.0			(129.6	)
Financing Activities
Payments of long-term debt		—			(100.0	)		(0.2	)		(1.7	)		—			(101.9	)
Issuance of long-term debt		—			—			750.0			—			—			750.0
Premiums and costs paid upon extinguishment of long-term debt		—			(7.7	)		—			—			—			(7.7	)
Financing fees		—			—			(11.1	)		—			—			(11.1	)
Issuance of common shares		2.9			—			—			—			—			2.9
Common shares repurchased and cancelled		(1.9	)		—			—			—			—			(1.9	)
Dividends paid to common shareowners		(25.1	)		—			—			—			—			(25.1	)
Proceeds from intercompany loan from affiliate		—			109.5			—			—			(109.5	)		—
Other financing activities		—			—			—			0.5			—			0.5
Intercompany dividends		—			—			—			(10.9	)		10.9			—
Net cash (used in) provided by financing activities from continuing operations		(24.1	)		1.8			738.7			(12.1	)		(98.6	)		605.7
Cash Flows from Discontinued Operations
Net cash provided by operating activities from discontinued operations		27.0			—			21.8			11.6			(4.3	)		56.1
Net cash used in investing activities from discontinued operations		(1.9	)		—			(142.9	)		(1.4	)		109.5			(36.7	)
Net cash provided by (used in) financing activities from discontinued operations		—			—			142.4			(6.3	)		(746.6	)		(610.5	)
Net cash provided by (used in) discontinued operations		25.1			—			21.3			3.9			(641.4	)		(591.1	)
Effect of exchange rate changes on cash		(0.5	)		—			4.0			2.9			—			6.4
Net increase (decrease) in cash & cash equivalents		1.0			(1.9	)		32.1			(1.1	)		—			30.1
Cash & cash equivalents, beginning of period		4.8			22.7			52.1			38.5			—			118.1
Cash & cash equivalents, end of period		5.8			20.8			84.2			37.4			—			148.2
Cash & cash equivalents from discontinued operations, end of period		5.8			—			49.8			10.6			—			66.2
Cash & cash equivalents from continuing operations, end of period	$	—		$	20.8		$	34.4		$	26.8		$	—		$	82.0

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Three Months Ended October 1, 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 from continuing operations	$	(0.3	)	$	35.6		$	17.8		$	52.5		$	(54.5	)	$	51.1
Investing Activities
Acquisitions, net of cash received		(911.3	)		(1.2	)		—			—			—			(912.5	)
Additions to property, plant & equipment		—			(24.2	)		(4.1	)		(4.1	)		—			(32.4	)
Additions to intangible assets		—			(1.2	)		—			—			—			(1.2	)
Proceeds from sale of property, plant & equipment		—			—			0.9			0.4			—			1.3
Net cash used in investing activities from continuing operations		(911.3	)		(26.6	)		(3.2	)		(3.7	)		—			(944.8	)
Financing Activities
Payments of long-term debt		—			—			(0.2	)		(0.6	)		—			(0.8	)
Financing fees		(9.6	)		—			—			—			—			(9.6	)
Issuance of common shares		2.4			—			—			—			—			2.4
Common shares repurchased and cancelled		(3.4	)		—			—			—			—			(3.4	)
Dividends paid to common shareowners		(8.4	)		—			—			—			—			(8.4	)
Payment of deferred consideration for acquisitions		—			—			(10.8	)		—			—			(10.8	)
Intercompany dividends		—			—			—			(13.9	)		13.9			—
Net cash used in financing activities from continuing operations		(19.0	)		—			(11.0	)		(14.5	)		13.9			(30.6	)
Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities from discontinued operations		252.2			—			(250.4	)		5.3			37.8			44.9
Net cash provided by (used in) investing activities from discontinued operations		0.4			—			(8.5	)		(0.1	)		—			(8.2	)
Net cash (used in) provided by financing activities from discontinued operations		(2.3	)		—			262.9			(5.5	)		2.8			257.9
Net cash provided by (used in) discontinued operations		250.3			—			4.0			(0.3	)		40.6			294.6
Effect of exchange rate changes on cash		(4.1	)		—			(0.5	)		0.6			—			(4.0	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(684.4	)		9.0			7.1			34.6			—			(633.7	)
Cash, cash equivalents and restricted cash, beginning of period		685.7			26.4			33.2			7.3			—			752.6
Cash & cash equivalents, end of period		1.3			35.4			40.3			41.9			—			118.9
Cash & cash equivalents from discontinued operations, end of period		1.3			—			19.2			7.0			—			27.5
Cash & cash equivalents from continuing operations, end of period	$	—		$	35.4		$	21.1		$	34.9		$	—		$	91.4

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended October 1, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash provided by operating activities from continuing operations	$	1.4		$	87.4		$	34.2		$	52.6		$	(103.7	)	$	71.9
Investing Activities
Acquisitions, net of cash received		(954.0	)		(4.7	)		—			—			—			(958.7	)
Additions to property, plant & equipment		—			(58.0	)		(7.2	)		(4.1	)		—			(69.3	)
Additions to intangible assets		—			(2.3	)		—			—			—			(2.3	)
Proceeds from sale of property, plant & equipment		—			0.2			0.9			0.4			—			1.5
Net cash used in investing activities from continuing operations		(954.0	)		(64.8	)		(6.3	)		(3.7	)		—			(1,028.8	)
Financing Activities
Payments of long-term debt		—			—			(0.3	)		(0.6	)		—			(0.9	)
Issuance of long-term debt		498.7			—			—			—			—			498.7
Financing fees		(9.6	)		—			—			—			—			(9.6	)
Issuance of common shares		366.6			—			—			—			—			366.6
Common shares repurchased and cancelled		(4.5	)		—			—			—			—			(4.5	)
Dividends paid to common shareowners		(23.1	)		—			—			—			—			(23.1	)
Payment of deferred consideration for acquisitions		—			—			(10.8	)		—			—			(10.8	)
Intercompany dividends		—			—			(12.2	)		(13.9	)		26.1			—
Net cash provided by (used in) financing activities from continuing operations		828.1			—			(23.3	)		(14.5	)		26.1			816.4
Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities from discontinued operations		112.2			—			(98.4	)		15.1			58.6			87.5
Net cash used in investing activities from discontinued operations		(0.6	)		—			(28.0	)		(0.7	)		—			(29.3	)
Net cash (used in) provided by financing activities from discontinued operations		(5.2	)		—			127.0			(12.5	)		19.0			128.3
Net cash provided by discontinued operations		106.4			—			0.6			1.9			77.6			186.5
Effect of exchange rate changes on cash		(1.4	)		—			(3.3	)		0.5			—			(4.2	)
Net (decrease) increase in cash & cash equivalents		(19.5	)		22.6			1.9			36.8			—			41.8
Cash & cash equivalents, beginning of period		20.8			12.8			38.4			5.1			—			77.1
Cash & cash equivalents, end of period		1.3			35.4			40.3			41.9			—			118.9
Cash & cash equivalents from discontinued operations, end of period		1.3			—			19.2			7.0			—			27.5
Cash & cash equivalents from continuing operations, end of period	$	—		$	35.4		$	21.1		$	34.9		$	—		$	91.4

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

The 2020 Notes and 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. In April 2017, the entire aggregate principal amount of our 2020 Notes were redeemed.

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 September 30, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	15.8		$	454.8		$	110.3		$	—		$	580.9
Cost of sales		—			13.2			238.1			36.8			—			288.1
Gross profit		—			2.6			216.7			73.5			—			292.8
Selling, general and administrative expenses		1.2			10.4			190.3			60.9			—			262.8
Gain on disposal of property, plant & equipment, net		—			—			(0.3	)		(0.1	)		—			(0.4	)
Acquisition and integration expenses		—			2.5			2.2			(1.5	)		—			3.2
Operating (loss) income		(1.2	)		(10.3	)		24.5			14.2			—			27.2
Other expense (income), net		—			0.1			1.5			(0.1	)		—			1.5
Intercompany interest expense (income), net		—			—			20.8			(12.8	)		(8.0	)		—
Interest expense, net		7.5			—			15.7			—			—			23.2
(Loss) income before income tax expense (benefit), equity income and discontinued operations		(8.7	)		(10.4	)		(13.5	)		27.1			8.0			2.5
Income tax expense (benefit)		—			0.2			0.7			—			—			0.9
Equity income		43.4			—			0.1			—			(43.5	)		—
Net income (loss) from continuing operations	$	34.7		$	(10.6	)	$	(14.1	)	$	27.1		$	(35.5	)	$	1.6
Net income (loss) from discontinued operations, net of income taxes		7.8			33.5			(0.7	)		3.3			(0.9	)		43.0
Net income (loss)		42.5			22.9			(14.8	)		30.4			(36.4	)		44.6
Less: Net income attributable to non-controlling interests		—			—			—			2.1			—			2.1
Net income (loss) attributable to Cott Corporation	$	42.5		$	22.9		$	(14.8	)	$	28.3		$	(36.4	)	$	42.5
Comprehensive income (loss) attributable to Cott Corporation	$	46.7		$	22.5		$	(36.5	)	$	23.0		$	(9.0	)	$	46.7

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended September 30, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	52.1		$	1,341.8		$	304.5		$	—		$	1,698.4
Cost of sales		—			43.8			705.9			100.0			—			849.7
Gross profit		—			8.3			635.9			204.5			—			848.7
Selling, general and administrative expenses		4.1			30.8			564.2			178.7			—			777.8
Loss on disposal of property, plant & equipment, net		—			—			4.8			—			—			4.8
Acquisition and integration expenses		—			5.9			6.9			4.4			—			17.2
Operating (loss) income		(4.1	)		(28.4	)		60.0			21.4			—			48.9
Other expense (income), net		—			0.1			(0.6	)		(0.6	)		—			(1.1	)
Intercompany interest expense (income), net		—			—			10.9			(7.6	)		(3.3	)		—
Interest expense, net		21.6			—			40.5			—			—			62.1
(Loss) income before income tax expense (benefit), equity income and discontinued operations		(25.7	)		(28.5	)		9.2			29.6			3.3			(12.1	)
Income tax expense (benefit)		—			0.3			(4.4	)		5.1			—			1.0
Equity income		0.6			—			0.1			—			(0.7	)		—
Net (loss) income from continuing operations	$	(25.1	)	$	(28.8	)	$	13.7		$	24.5		$	2.6		$	(13.1	)
Net income (loss) from discontinued operations, net of income taxes		6.6			(7.3	)		(0.1	)		10.8			(9.0	)		1.0
Net (loss) income		(18.5	)		(36.1	)		13.6			35.3			(6.4	)		(12.1	)
Less: Net income attributable to non-controlling interests		—			—			—			6.4			—			6.4
Net (loss) income attributable to Cott Corporation	$	(18.5	)	$	(36.1	)	$	13.6		$	28.9		$	(6.4	)	$	(18.5	)
Comprehensive income (loss) attributable to Cott Corporation	$	6.7		$	(34.3	)	$	(44.1	)	$	28.5		$	49.9		$	6.7

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited

	For the Three Months Ended October 1, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	15.4		$	391.4		$	69.9		$	—		$	476.7
Cost of sales		—			13.0			191.2			24.8			—			229.0
Gross profit		—			2.4			200.2			45.1			—			247.7
Selling, general and administrative expenses		1.6			4.5			178.1			41.1			—			225.3
Loss on disposal of property, plant & equipment, net		—			—			1.4			—			—			1.4
Acquisition and integration expenses		—			3.2			2.8			1.4			—			7.4
Operating (loss) income		(1.6	)		(5.3	)		17.9			2.6			—			13.6
Other (income) expense, net		—			—			(0.8	)		1.0			—			0.2
Intercompany interest expense (income), net		—			—			55.4			(22.4	)		(33.0	)		—
Interest expense (income), net		7.4			—			7.3			(0.2	)		—			14.5
(Loss) income before income tax expense (benefit), equity income and discontinued operations		(9.0	)		(5.3	)		(44.0	)		24.2			33.0			(1.1	)
Income tax expense (benefit)		7.6			(1.9	)		(3.2	)		0.4			—			2.9
Equity income		8.7			—			—			—			(8.7	)		—
Net (loss) income from continuing operations	$	(7.9	)	$	(3.4	)	$	(40.8	)	$	23.8		$	24.3		$	(4.0	)
Net income (loss) from discontinued operations, net of income taxes		5.3			7.7			(2.8	)		3.2			(10.5	)		2.9
Net (loss) income		(2.6	)		4.3			(43.6	)		27.0			13.8			(1.1	)
Less: Net income attributable to non-controlling interests		—			—			—			1.5			—			1.5
Net (loss) income attributable to Cott Corporation	$	(2.6	)	$	4.3		$	(43.6	)	$	25.5		$	13.8		$	(2.6	)
Comprehensive (loss) income attributable to Cott Corporation	$	(7.8	)	$	3.7		$	60.6		$	29.4		$	(93.7	)	$	(7.8	)

Condensed Consolidating Statements of Operations

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended October 1, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	52.2		$	979.9		$	69.9		$	—		$	1,102.0
Cost of sales		—			42.5			443.1			24.8			—			510.4
Gross profit		—			9.7			536.8			45.1			—			591.6
Selling, general and administrative expenses		12.6			13.8			480.2			41.1			—			547.7
Loss on disposal of property, plant & equipment, net		—			—			4.6			—			—			4.6
Acquisition and integration expenses		—			14.2			4.9			1.4			—			20.5
Operating (loss) income		(12.6	)		(18.3	)		47.1			2.6			—			18.8
Other (income) expense, net		—			—			(1.0	)		1.0			—			—
Intercompany interest expense (income), net		—			—			32.8			(13.3	)		(19.5	)		—
Interest expense (income), net		7.4			—			22.0			(0.2	)		—			29.2
(Loss) income before income tax expense (benefit), equity income and discontinued operations		(20.0	)		(18.3	)		(6.7	)		15.1			19.5			(10.4	)
Income tax expense (benefit)		7.4			(4.0	)		(8.4	)		0.2			—			(4.8	)
Equity income		22.9			—			—			—			(22.9	)		—
Net (loss) income from continuing operations	$	(4.5	)	$	(14.3	)	$	1.7		$	14.9		$	(3.4	)	$	(5.6	)
Net income from discontinued operations, net of income taxes		6.5			16.2			12.0			9.4			(32.1	)		12.0
Net income (loss)		2.0			1.9			13.7			24.3			(35.5	)		6.4
Less: Net income attributable to non-controlling interests		—			—			—			4.4			—			4.4
Net income (loss) attributable to Cott Corporation	$	2.0		$	1.9		$	13.7		$	19.9		$	(35.5	)	$	2.0
Comprehensive (loss) income attributable to Cott Corporation	$	(17.8	)	$	—		$	203.7		$	23.9		$	(227.6	)	$	(17.8	)

Consolidating Balance Sheets

(in millions of U.S. dollars)

Unaudited

	As of September 30, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries		Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
Current assets
Cash & cash equivalents	$	—		$	—		$	55.2	$	26.8		$	—		$	82.0
Accounts receivable, net of allowance		—			8.1			216.5		93.9			(6.9	)		311.6
Inventories		—			15.5			111.2		15.6			—			142.3
Prepaid expenses and other current assets		0.1			0.4			15.2		6.5			—			22.2
Current assets of discontinued operations		63.2			324.4			415.2		28.9			(405.2	)		426.5
Total current assets		63.3			348.4			813.3		171.7			(412.1	)		984.6
Property, plant & equipment, net		—			3.7			479.7		107.0			—			590.4
Goodwill		—			4.5			772.3		320.2			—			1,097.0
Intangible assets, net		—			24.5			532.2		207.2			—			763.9
Deferred tax assets		—			—			—		2.2			—			2.2
Other long-term assets, net		0.4			1.1			19.1		16.2			—			36.8
Due from affiliates		—			—			893.2		371.8			(1,265.0	)		—
Investments in subsidiaries		—			—			1,038.7		—			(1,038.7	)		—
Long-term assets of discontinued operations		1,425.1			1,847.4			414.1		6.9			(3,019.9	)		673.6
Total assets	$	1,488.8		$	2,229.6		$	4,962.6	$	1,203.2		$	(5,735.7	)	$	4,148.5
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	—		$	0.1	$	2.5		$	—		$	2.6
Accounts payable and accrued liabilities		8.6			27.8			385.1		136.8			(105.2	)		453.1
Current liabilities of discontinued operations		91.6			580.3			144.1		10.0			(306.9	)		519.1
Total current liabilities		100.2			608.1			529.3		149.3			(412.1	)		974.8
Long-term debt		521.3			—			1,010.0		2.7			—			1,534.0
Deferred tax liabilities		—			11.5			89.7		30.7			—			131.9
Other long-term liabilities		—			10.9			45.8		10.8			—			67.5
Due to affiliates		—			—			1,208.3		858.6			(2,066.9	)		—
Long-term liabilities of discontinued operations		1.9			1,427.6			119.9		28.1			(1,011.0	)		566.5
Total liabilities		623.4			2,058.1			3,003.0		1,080.2			(3,490.0	)		3,274.7
Equity
Common shares, no par		915.5			1,034.7			1,574.1		144.5			(2,753.3	)		915.5
Additional paid-in-capital		63.3			—			—		—			—			63.3
(Accumulated deficit) retained earnings		(20.7	)		(844.9	)		265.5		(38.6	)		618.0			(20.7	)
Accumulated other comprehensive (loss) income		(92.7	)		(18.3	)		120.0		8.7			(110.4	)		(92.7	)
Total Cott Corporation equity		865.4			171.5			1,959.6		114.6			(2,245.7	)		865.4
Non-controlling interests		—			—			—		8.4			—			8.4
Total equity		865.4			171.5			1,959.6		123.0			(2,245.7	)		873.8
Total liabilities and equity	$	1,488.8		$	2,229.6		$	4,962.6	$	1,203.2		$	(5,735.7	)	$	4,148.5

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	$	—		$	—		$	46.3	$	31.8		$	—		$	78.1
Accounts receivable, net of allowance		—			8.6			198.0		84.0			(13.9	)		276.7
Inventories		—			13.2			95.9		15.5			—			124.6
Prepaid expenses and other current assets		1.7			0.8			15.4		4.2			—			22.1
Current assets of discontinued operations		47.2			126.9			360.5		23.2			(206.1	)		351.7
Total current assets		48.9			149.5			716.1		158.7			(220.0	)		853.2
Property, plant & equipment, net		—			4.0			476.3		101.5			—			581.8
Goodwill		—			4.5			761.1		282.7			—			1,048.3
Intangible assets, net		—			24.5			536.7		197.8			—			759.0
Deferred tax assets		—			6.0			—		—			(6.0	)		—
Other long-term assets, net		0.5			1.3			19.9		2.3			—			24.0
Due from affiliates		—			—			143.1		329.6			(472.7	)		—
Investments in subsidiaries		—			—			975.0		—			(975.0	)		—
Long-term assets of discontinued operations		1,353.7			1,635.4			411.3		4.2			(2,731.2	)		673.4
Total assets	$	1,403.1		$	1,825.2		$	4,039.5	$	1,076.8		$	(4,404.9	)	$	3,939.7
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	—		$	0.1	$	2.8		$	—		$	2.9
Accounts payable and accrued liabilities		4.2			30.5			229.7		124.8			(21.2	)		368.0
Current liabilities of discontinued operations		63.6			437.7			128.2		8.5			(198.8	)		439.2
Total current liabilities		67.8			468.2			358.0		136.1			(220.0	)		810.1
Long-term debt		464.4			—			384.2		2.8			—			851.4
Deferred tax liabilities		0.9			—			133.7		26.4			(6.0	)		155.0
Other long-term liabilities		—			11.3			43.6		20.5			—			75.4
Due to affiliates		—			—			970.8		775.1			(1,745.9	)		—
Long-term liabilities of discontinued operations		1.5			1,290.7			107.4		24.6			(250.2	)		1,174.0
Total liabilities		534.6			1,770.2			1,997.7		985.5			(2,222.1	)		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
(accumulated deficit)		22.9			(759.7	)		215.4		(72.8	)		617.1			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			55.0			2,041.8		86.0			(2,182.8	)		868.5
Non-controlling interests		—			—			—		5.3			—			5.3
Total equity		868.5			55.0			2,041.8		91.3			(2,182.8	)		873.8
Total liabilities and equity	$	1,403.1		$	1,825.2		$	4,039.5	$	1,076.8		$	(4,404.9	)	$	3,939.7

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Three Months Ended September 30, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash (used in) provided by operating activities from continuing operations	$	(0.1	)	$	—		$	(70.6	)	$	14.7		$	102.2		$	46.2
Investing Activities
Acquisitions, net of cash received		—			—			(1.1	)		(2.3	)		—			(3.4	)
Additions to property, plant & equipment		—			—			(30.0	)		(8.2	)		—			(38.2	)
Additions to intangible assets		—			—			(3.1	)		(0.3	)		—			(3.4	)
Proceeds from sale of property, plant & equipment		—			—			1.1			2.0			—			3.1
Other investing activities		—			—			0.5			—			—			0.5
Net cash used in investing activities from continuing operations		—			—			(32.6	)		(8.8	)		—			(41.4	)
Financing Activities
Payments of long-term debt		—			—			(0.2	)		(0.1	)		—			(0.3	)
Issuance of common shares		2.1			—			—			—			—			2.1
Common shares repurchased and cancelled		(0.1	)		—			—			—			—			(0.1	)
Dividends paid to common shareowners		(8.4	)		—			—			—			—			(8.4	)
Proceeds from intercompany loan from affiliate		—			—			109.5			—			(109.5	)		—
Net cash (used in) provided by financing activities from continuing operations		(6.4	)		—			109.3			(0.1	)		(109.5	)		(6.7	)
Cash Flows from Discontinued Operations
Net cash provided by operating activities from discontinued operations		7.6			132.8			4.7			6.1			(103.8	)		47.4
Net cash used in investing activities from discontinued operations		(0.5	)		(117.7	)		(4.1	)		(0.5	)		109.5			(13.3	)
Net cash used in financing activities from discontinued operations		—			(7.8	)		(0.1	)		(2.9	)		1.6			(9.2	)
Net cash provided by discontinued operations		7.1			7.3			0.5			2.7			7.3			24.9
Effect of exchange rate changes on cash		0.1			—			1.1			0.8			—			2.0
Net increase in cash & cash equivalents		0.7			7.3			7.7			9.3			—			25.0
Cash & cash equivalents, beginning of period		5.1			16.1			73.9			28.1			—			123.2
Cash & cash equivalents, end of period		5.8			23.4			81.6			37.4			—			148.2
Cash & cash equivalents from discontinued operations, end of period		5.8			23.4			26.4			10.6			—			66.2
Cash & cash equivalents from continuing operations, end of period	$	—		$	—		$	55.2		$	26.8		$	—		$	82.0

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended September 30, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash provided by operating activities from continuing operations	$	0.5		$	—		$	118.4		$	29.8		$	(10.0	)	$	138.7
Investing Activities
Acquisitions, net of cash received		—			—			(30.0	)		(3.4	)		—			(33.4	)
Additions to property, plant & equipment		—			—			(73.1	)		(24.0	)		—			(97.1	)
Additions to intangible assets		—			—			(5.1	)		(0.9	)		—			(6.0	)
Proceeds from sale of property, plant & equipment		—			—			3.3			2.7			—			6.0
Intercompany loan to affiliate		—			—			(750.0	)		—			750.0			—
Other investing activities		—			—			0.9			—			—			0.9
Net cash used in investing activities from continuing operations		—			—			(854.0	)		(25.6	)		750.0			(129.6	)
Financing Activities
Payments of long-term debt		—			—			(100.2	)		(1.7	)		—			(101.9	)
Issuance of long-term debt		—			—			750.0			—			—			750.0
Premiums and costs paid upon extinguishment of long-term debt		—			—			(7.7	)		—			—			(7.7	)
Financing fees		—			—			(11.1	)		—			—			(11.1	)
Issuance of common shares		2.9			—			—			—			—			2.9
Common shares repurchased and cancelled		(1.9	)		—			—			—			—			(1.9	)
Dividends paid to common shareowners		(25.1	)		—			—			—			—			(25.1	)
Proceeds from intercompany loan from affiliate		—			—			109.5			—			(109.5	)		—
Other financing activities		—			—			—			0.5			—			0.5
Intercompany dividends		—			—			—			(10.9	)		10.9			—
Net cash (used in) provided by financing activities from continuing operations		(24.1	)		—			740.5			(12.1	)		(98.6	)		605.7
Cash Flows from Discontinued Operations
Net cash provided by operating activities from discontinued operations		27.0			15.7			6.1			11.6			(4.3	)		56.1
Net cash used in investing activities from discontinued operations		(1.9	)		(138.0	)		(4.9	)		(1.4	)		109.5			(36.7	)
Net cash provided by (used in) financing activities from discontinued operations		—			142.6			(0.2	)		(6.3	)		(746.6	)		(610.5	)
Net cash provided by (used in) discontinued operations		25.1			20.3			1.0			3.9			(641.4	)		(591.1	)
Effect of exchange rate changes on cash		(0.5	)		—			4.0			2.9			—			6.4
Net increase (decrease) in cash & cash equivalents		1.0			20.3			9.9			(1.1	)		—			30.1
Cash & cash equivalents, beginning of period		4.8			3.1			71.7			38.5			—			118.1
Cash & cash equivalents, end of period		5.8			23.4			81.6			37.4			—			148.2
Cash & cash equivalents from discontinued operations, end of period		5.8			23.4			26.4			10.6			—			66.2
Cash & cash equivalents from continuing operations, end of period	$	—		$	—		$	55.2		$	26.8		$	—		$	82.0

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Three Months Ended October 1, 2016
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Net cash (used in) provided by operating activities from continuing operations	$	(0.3	)	$	0.4		$	53.0		$	52.5		$	(54.5	)	$	51.1
Investing Activities
Acquisitions, net of cash received		(911.3	)		—			(1.2	)		—			—			(912.5	)
Additions to property, plant & equipment		—			(0.4	)		(27.9	)		(4.1	)		—			(32.4	)
Additions to intangible assets		—			—			(1.2	)		—			—			(1.2	)
Proceeds from sale of property, plant & equipment		—			—			0.9			0.4			—			1.3
Net cash used in investing activities from continuing operations		(911.3	)		(0.4	)		(29.4	)		(3.7	)		—			(944.8	)
Financing Activities
Payments of long-term debt		—			—			(0.2	)		(0.6	)		—			(0.8	)
Financing fees		(9.6	)		—						—			—			(9.6	)
Issuance of common shares		2.4			—			—			—			—			2.4
Common shares repurchased and cancelled		(3.4	)		—			—			—			—			(3.4	)
Dividends paid to common shareowners		(8.4	)		—			—			—			—			(8.4	)
Payment of deferred consideration for acquisitions		—			—			(10.8	)		—			—			(10.8	)
Intercompany dividends		—			—			—			(13.9	)		13.9			—
Net cash used in financing activities from continuing operations		(19.0	)		—			(11.0	)		(14.5	)		13.9			(30.6	)
Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities from discontinued operations		252.2			(258.1	)		7.7			5.3			37.8			44.9
Net cash provided by (used in) investing activities from discontinued operations		0.4			(5.0	)		(3.5	)		(0.1	)		—			(8.2	)
Net cash (used in) provided by financing activities from discontinued operations		(2.3	)		262.9			—			(5.5	)		2.8			257.9
Net cash provided by (used in) discontinued operations		250.3			(0.2	)		4.2			(0.3	)		40.6			294.6
Effect of exchange rate changes on cash		(4.1	)		—			(0.5	)		0.6			—			(4.0	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(684.4	)		(0.2	)		16.3			34.6			—			(633.7	)
Cash, cash equivalents and restricted cash, beginning of period		685.7			2.4			57.2			7.3			—			752.6
Cash & cash equivalents, end of period		1.3			2.2			73.5			41.9			—			118.9
Cash & cash equivalents from discontinued operations, end of period		1.3			2.2			17.0			7.0			—			27.5
Cash & cash equivalents from continuing operations, end of period	$	—		$	—		$	56.5		$	34.9		$	—		$	91.4

Consolidating Statements of Condensed Cash Flows

(in millions of U.S. dollars)

Unaudited

	For the Nine Months Ended October 1, 2016
							Cott			Cott
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash provided by operating activities from continuing operations	$	1.4		$	0.4		$	121.2		$	52.6		$	(103.7	)	$	71.9
Investing Activities
Acquisitions, net of cash received		(954.0	)		—			(4.7	)		—			—			(958.7	)
Additions to property, plant & equipment		—			(0.4	)		(64.8	)		(4.1	)		—			(69.3	)
Additions to intangible assets		—			—			(2.3	)		—			—			(2.3	)
Proceeds from sale of property, plant & equipment		—			—			1.1			0.4			—			1.5
Net cash used in investing activities from continuing operations		(954.0	)		(0.4	)		(70.7	)		(3.7	)		—			(1,028.8	)
Financing Activities
Payments of long-term debt		—			—			(0.3	)		(0.6	)		—			(0.9	)
Issuance of long-term debt		498.7			—			—			—			—			498.7
Financing fees		(9.6	)		—			—			—			—			(9.6	)
Issuance of common shares		366.6			—			—			—			—			366.6
Common shares repurchased and cancelled		(4.5	)		—			—			—			—			(4.5	)
Dividends paid to common shareowners		(23.1	)		—			—			—			—			(23.1	)
Payment of deferred consideration for acquisitions		—			—			(10.8	)		—			—			(10.8	)
Intercompany dividends		—			—			(12.2	)		(13.9	)		26.1			—
Net cash provided by (used in) financing activities from continuing operations		828.1			—			(23.3	)		(14.5	)		26.1			816.4
Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities from discontinued operations		112.2			(112.3	)		13.9			15.1			58.6			87.5
Net cash used in investing activities from discontinued operations		(0.6	)		(18.0	)		(10.0	)		(0.7	)		—			(29.3	)
Net cash (used in) provided by financing activities from discontinued operations		(5.2	)		131.5			(4.5	)		(12.5	)		19.0			128.3
Net cash provided by (used in) discontinued operations		106.4			1.2			(0.6	)		1.9			77.6			186.5
Effect of exchange rate changes on cash		(1.4	)		—			(3.3	)		0.5			—			(4.2	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(19.5	)		1.2			23.3			36.8			—			41.8
Cash, cash equivalents and restricted cash, beginning of period		20.8			1.0			50.2			5.1			—			77.1
Cash & cash equivalents, end of period		1.3			2.2			73.5			41.9			—			118.9
Cash & cash equivalents from discontinued operations, end of period		1.3			2.2			17.0			7.0			—			27.5
Cash & cash equivalents from continuing operations, end of period	$	—		$	—		$	56.5		$	34.9		$	—		$	91.4