Enter Presentation Title Here · In addition, the non-GAAP financial measure included in this...

Barclays High Yield Conference June 2015

2

Safe Harbor Statements

Forward Looking Statements: This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this presentation include, but are not limited to, statements related to expected future operating results of the Company and the potential impact the acquisition of DSS Group, Inc. will have on the Company. The forward-looking statements are based on assumptions regarding management's current plans and estimates. Management believes these assumptions to be reasonable but there is no assurance that they will prove to be accurate. Factors that could cause actual results to differ materially from those described in this presentation include, among others: (1) changes in estimates of future earnings; (2) expected synergies and cost savings are not achieved or achieved at a slower pace than expected; (3) integration problems, delays or other related costs; (4) retention of customers and suppliers; and (5) unanticipated changes in laws, regulations, or other industry standards affecting the companies. The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in the Company's Annual Report in the Form 10-K for the year ended January 3, 2015 and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities commissions. The Company does not, except as expressly required by applicable law, undertake to update or revise any of these statements in light of new information or future events. Non-GAAP Measures: The Company routinely supplements its reporting of GAAP measures by utilizing certain non-GAAP measures to separate the impact of certain items from its underlying business results. In this presentation, we use adjusted EBITDA. Since the Company uses this non-GAAP measure in the management of its business, management believes this supplemental information, including on a pro forma basis, is useful to investors for their independent evaluation and understanding of the business. Any non-GAAP financial measures used by the Company are in addition to, and not meant to be considered superior to, or a substitute for, the Company's financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measure included in this presentation reflects management's judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies. A reconciliation of this non-GAAP measure may be found on www.cott.com.

http://www.cott.com/

3

Management Presenters / Q&A

Jay Wells Chief Financial Officer

Jerry Fowden Chief Executive Officer

Jason Ausher Chief Accounting Officer (Formerly Treasurer)

The New Diversified Cott Corporation

5

Investment Highlights of the Combined Business

Highly diversified product, package and channel mix positioned for growth

High-quality, efficient and well-utilized facilities with multiple product and package capabilities

Low-cost philosophy concentrating on Customers, Costs, Capex and Cash

Scale business with enhanced EBITDA and margin growth profile

Platform for M&A to enhance business profile and provide upside through synergies

Strong adjusted free cash flow yield that drives returns to shareholders

❶ Extensive manufacturing footprint for private label, contract manufacturing and own brands

❷ low-cost philosophy and high cash generation

❸ High-quality facilities with diversified capabilities

❹ Supply chain provider of choice

❺ Significant growth potential in contract manufacturing

❶ Market leader in growing water and coffee services categories with strong regional brand heritage

❷ Established national direct-to-consumer distribution network – diverse customer base and service focus

❸ New initiatives and partnerships driving customer growth

❹ Proven acquirer, with ongoing capacity to pursue synergistic and complimentary acquisitions

❺ Attractive growing financial profile

Diversified

1

2

3

4

5

6

6

Strategic Initiatives and Acquisitions Transform Margin & Growth Profile While Reducing Risk & Concentration

6/18/2013

Purchase Price: ~$12mm

~$60mm sales (3)

5/30/2014

Purchase Price: ~$139mm (2)

~$108mm sales (3)

12/12/2014

Purchase Price: ~$1.25bn

~$966mm sales (3)

FY12 Sales by Channel (1) Pro Forma FY14 Sales by Channel (4)

Pro Forma FY14 Sales by Product (3)

1. Own Brands includes concentrate sales. 2. Reflects working capital adjustment, deferred consideration and on-target earnout (based on estimate of $17.9mm contingent payment to be paid in July 2016). 3. Annual sales figures are as of LTM June 2013, LTM March 2014 and LTM Sept. 2014 for Calypso, Aimia Foods and DS Services, respectively. 4. Cott management estimate.

Dedicated resources behind growing contract manufacturing (Nearly doubled volume in 2014)

3-year goal of 50mm – 80mm serving equivalent cases by

2017

Contract Manufacturing

FY12 Sales by Product 2013 2014 2015

7

A Diversified Cott with an Increased Health & Wellness Product Mix is Positioned For Growth

2014 Pro Forma Sales by Product (1)

More consistent revenue growth in line with beverage category expectations

Water, sparkling water, energy, and coffee are expected to grow in line with or exceed category growth

Growth of private label juice and drinks is expected to be flat to positive

Less exposure to large format retailers

Introduces significant presence in growing “Good-for-You” beverage categories

Source: Cott and DS Services management.

1. Cott management estimate.

2. Euromonitor, 2014.

2014-2019 North America Retail Volume Growth (2)

Cott’s diversified beverage platform is more reflective of the total beverage category

8

First Quarter 2015 Performance – Adjusted Revenue, Margin and EBITDA Growth

Source: Company filings. Figures represent non-GAAP measures. These measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide 2 of this presentation for more information regarding the use of these measures and to slide 34 of this presentation for a reconciliation to GAAP figures.

Note: 1Q 2014 Pro Forma for the acquisition of DS Services. (1) Includes a total of $1.9mm in Energy Surcharge /adjustment to Revenue and $3.3mm add-back to Gross Profit for

inventory step-up for 1Q 2015.

First Quarter 2015 Highlights

Adjusted revenue grew by 0.9% to $712mm, pro forma for a full year of DS Services

Adjusted gross margin grew by 190 basis points to 29.0% and Adjusted EBITDA margin grew by 80 basis points to 10.4%

Adjusted revenue increased 5.1% due to growth in home and office delivery “HOD” water, single cup coffee delivery and retail sales

HOD average returnable 3- and 5-gallon consumption (excluding the impact of the Primo partnership) increased 1.7% and total customers counts increased 1.9%,

Underlying adjusted gross margin increased 120 basis points to 59.9% and Adjusted EBITDA increased 13.5%

North America volume increased 1% in servings; Juice/drink volume grew by 5%, sparkling water by 8%, energy drinks by 10%, and concentrates by 14%

U.K. volume increased 15% in servings as a result of the addition of the Aimia Foods business

Adjusted Gross margin increased 130 basis points to 13.1% and Adjusted EBITDA increased by 5.2%

Q1 Adjusted EBITDA up 9.2%

$37 $35

$37 $33

1Q 2015 1Q 2014 % ∆

Q1 Adjusted Gross Profit up 7.8% (1)

$61 $56

$145 $135

1Q 2015 1Q 2014 % ∆

Q1 Adjusted Net Revenue up 0.9% (1)

$470 $475

$242 $231

1Q 2015 1Q 2014 % ∆

Glo

bal

P

erf

orm

ance

D

S Se

rvic

es

Trad

itio

nal

Co

tt

5.2%

13.5%

9.2%

9.3%

7.2%

7.8%

(1.2%)

5.1%

0.9% $ millions

$ millions

$ millions

$706 $712

$192 $207

13.1% 11.8%

58.7% 59.9%

7.8% 7.3%

14.2% 15.3%

$68 $74

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Cott’s Strategic Priorities Build on the Platform Created

The combination of contract manufacturing growth and further diversification alongside DS Services’ integration, synergies & expansion strengthens Cott’s financial performance.

Continuation of our approach including tight operating controls and a focus on cash generation

1

Further contract manufacturing growth and diversification supported by dedicated resources

2

Incorporation of DS Services: a) Integration & synergy capture b) Customer expansion and HOD water market roll-up 3

Focus on deleveraging the balance sheet and early redemption of preferred shares

4

Continuation of our return of funds to shareowners through our quarterly dividend in USD

5

10

Continuation of our approach including tight operating controls and a focus on cash generation 1

Control capital expenditures

Deliver significant free cash flow

• Understand our customers’ needs

• Build new channel relationships

• High service standards

• One-stop shop philosophy

• Manage the commodity cycles

• Control SG&A costs

• Improve operating efficiencies

• 3-year $30 million cost reduction plan within traditional business

• Deliver / exceed DS synergy and cost savings

• Manage projects tightly with a focus on cost / efficiency

• High quality plants for all SQF Level 3 and BRC

• Focus on efficiency with industry leading asset turnover

• Cost reduction minimizes capex spend

• Rigorously manage working capital

• Assist rapid de-leveraging and interest benefit reducing leverage to 3.0x EBITDA by 2018.

• Fund HOD and OCS market roll-up by DS Services with post synergy multiples of approximately 3.0x EBITDA.

4C’s Philosophy Drives High Cash Generation

$115

$103

$110 $107

2011 2012 2013 2014

Historical Adjusted Free Cash Flow (1)

• Rigorously manage working capital

• Focus on significant deleveraging and resulting internal benefits

16%

6% 5% 5%

2%

Cott High Cash Flow Consumer

Mid Cap Beverages

Large Cap Beverages

Private Label European

CY2014 FCF Yield % (1)

Source: Company filings, Cott management. Note: Large cap beverages: Coca-Cola, PepsiCo. Mid cap beverages: Britvic, Coca-Cola Enterprises, Dr. Pepper Snapple, Lessonde Industries, Monster. Private label European: Ontex, Refresco

Gerber. High cash flow consumer: B&G, Pinnacle, Post, Smucker’s, Snyder’s-Lance, Spectrum Brands, TreeHouse. 1. This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide

2 of this presentation for more information regarding the use of this measure and to the appendix of this presentation for a reconciliation to GAAP figures.

Adjusted Free Cash Flow Yield (1)

($ millions)

Strengthen customer relationships

Continue to lower operating costs

11

Further contract manufacturing growth and diversification supported by dedicated resources 2

800

$400

Industry (Volume) Industry (Profit Pool)

1. Industry and Cott profit pool calculated based on $0.50 profit per serving equivalent case. 2. Industry volume is a management estimate based on manufacturing capabilities.

Opportunities (1)(2)

Co-Pack Advantages Recent Wins

Cott Contract Manufacturing Performance

Over 110% Growth

Limited commodity exposure drives stable margin contribution

Provides margins/cash flow that are broadly consistent with Cott’s historical rates

Brand owners normally supply the ingredients and packaging materials

Lowers working capital requirements and improves line efficiency rates

Capitalizes on outsourcing trends by brand owners

Increases asset utilization

Expanded North America co-pack cases from ~21 million to ~45 million from fiscal 2013 to fiscal 2014

Recent customer wins:

Ready-to-Drink Teas

Hot Fill Drinks

Shelf-Stable Juice

Ready-to-Drink Alcohol Can

Energy Drinks

CSD Food Service

Three year goal of growing contract manufacturing business by 50-80 million serving equivalent cases by 2017 Substantial room for Cott to grow

53

$27

Cott (Volume) Cott (Profit Pool)

Current Co-Pack Market Cott’s Current Share of Co-Pack Market at 1Q15

(mm) (mm)

Million serving equiv. cases

21

45

2013 2014

12

Sales & Marketing

Engineering / R&D

Supply Chain

Area identified for process integration only

Area identified for process integration and headcount reduction

Integration has focused on key back office support functions and does not encompass customer facing operations

to avoid any business disruption during the transition period

Treasury Procurement

Legal Corporate Accounting

Risk & Insurance Internal Audit

FP&A Tax HR

Customer Centric Operations

Integration Overview

Incorporation of DS Services: Integration & synergy capture 3a

13


Estimated synergies increased and updated to $10mm in 2015 (up from $6mm) and estimated $30mm by 2017 (up from $25mm)

Procurement Leverage Cott’s scale

Freight savings Combined efficiencies

SG&A Back office efficiencies

Cost Actions Implement Cott’s philosophy

Integrated systems

Sparkling waters Increase the DS Services product offerings to

sparkling waters manufactured by Cott

Range substitution Transfer the production of certain DS Services

third-party products to Cott’s manufacturing plants

Flavored Sparking Water Launch Flavored Sparking Water range

distributed via DS Services

Vertical integration and supply

Source: Cott Management.

Cott’s DS Services Acquisition Drives Cost and Revenue Synergies

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Portfolio Expansion

Cott can expand the offering of products available to DS Services customers.

(Action plans: 2015-2017)

Sparkling Waters

Flavored Waters

Juices and Drinks

RTD Tea and Coffee

Traditional Cott’s manufacturing capabilities and DS Services’ home and office distribution network combine to create potential revenue synergies

Access to New Channels

DS Services can distribute Cott’s higher margin products to channels that were difficult for Cott to serve.

(Future opportunities)

C-Stores

Gas Stations

“Mom and pop” stores

Cott Cold Fill

DS Services Production Facility Cott Hot Fill

DS Services Distribution Network

Hot / Powdered R&D / Concentrate

http://pixshark.com/moving-truck-cartoon.htm

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Share Growth from Market Leading Brands with Strong Regional Heritage

Highly-recognized brands with long lived heritages in both HOD water and OCS

Largest or second-largest HOD water provider in 39 of 43 largest cities

Offers customers products under other leading brands, which include: Ferrarelle and Fiji water, Starbucks Coffee, Keurig Green Mountain, Caribou Coffee, Peet’s Coffee & Tea and Mars Alterra

Customer growth combined with improved consumption and strong pricing driving HOD volume/revenue growth faster than the overall category

(1) Source: Cott Management.

#1

#1

#1

#1 #1

#1

#1

#3

#1 #2

#1

#1 #2

#1

#2

#1

#3

#2

#2

#1

DSS HOD Share - Volume(1)

DSS HOD Share - Revenue(1)

29.2% 29.5%

29.7% 30.0%

30.4% 30.7%

2012 2013 Q1 2014 TTM

Q2 2014 TTM

Q3 2014 TTM

Q4 2014 TTM

30.4% 30.9%

31.2% 31.5%

31.8% 32.1%

2012 2013 Q1 2014 TTM

Q2 2014 TTM

Q3 2014 TTM

Q4 2014 TTM

Leadership in Regional Brands

Incorporation of DS Services: Customer expansion and HOD water market roll-up 3b

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Sources of Organic New Customer Additions

Sources of New Cooler Adds (FY2014)



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In-Store Retail Strategic Relationship

Selected as the exclusive national partner to market home and office bottled water delivery service to retailer’s

members (agreement through 2017)

• Has increased consumer awareness of DS products and services

• Expect 70 to 75 in-store events each week (excluding Q4 Holiday Season)

• Have gained approximately 2000 new customers per week from this activity

• Ability to attract higher quality customers, with better retention rates and attractive cost of acquisition

• Retailer customer adds have grown from 4% of total adds in 2012 to 25% in 2014

Capturing Untapped Demand for Bottled Water

DS Retailer Booth Customers

Q1 2015 = 164

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Proven Acquisition Track Record

• DS has a proven ability to identify and execute both tuck-ins and transformational transactions

‒ Completed 48 acquisitions since 2007, with an average synergy-adjusted multiple of less than 3.0x(1)

‒ Targets have ranged from small tuck-ins to a transformational acquisition (average HOD acquisition

price ~$2.5 million)

• M&A pipeline of over 15 targets that collectively generate ~$25 million in revenue with post synergy multiples

consistent with historical trend

• Target $10 to $20 million per year allocation of funds to tuck-ins with anticipated $3 - $6 million of incremental

post-synergy EBITDA

Successful Track Record

EBITDA Multiples Paid by DS (PF for Synergies) (1)

Note: $ in millions. 1. Assumes revenues associated with acquired entity in each transaction were applied to DS Services cost model for that period. 2. 2012 included the larger Standard Coffee acquisition.

2.8x

2.0x 2.4x

3.2x 2.8x

3.4x

2.4x

2.8x

2007 2008 2009 2010 2011 2012 2013 2014

No. of

Acquisitions 5 4 4 7 7 5 9 7

Total Cash $28.0 $8.1 $14.7 $33.6 $13.9 $74.6 $7.5 $4.0

(2)

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Acquisitions are Highly Accretive to DS

• Customer retention is also higher due to the acquisition of “seasoned” customers

• Cost per new customer through M&A compares favorably to traditional, organic channels

• Acquired customers show higher retention than organically acquired customers

1. Customer acquisition cost index based on cost per acquired customer calculated through third party valuations; includes a total of ~165,000 customers acquired through Abita, O’Premium,

Yosemite, Mt. Olympus and Deep Rock transactions vs. Total 2013 customer acquisition via all organic mechanisms. 2. Retention rates indexed to 100, which equals retention rate of Water Delivery Services customers added organically during relevant time period.

Almost Immediate

Cost Savings

Increased Route

Density

Improved

Customer Profile

• DS has realized significant cost synergies by rationalizing assets, customer service, IT and other overhead

and back-office functions

‒ Following the Standard Coffee acquisition, DS was able to close 350 mini warehouses in < 90 days,

convert the customer base to Oracle in 120 days and close the Standard headquarters in 5 months

• Synergies realized by combining delivery routes to increase route density

‒ DS was able to eliminate over 100 routes in the Standard Coffee acquisition

Acquired Customers

Show High Retention (2) Cost per Customer Add –

Acquisition vs. Organic

100 100

128

194

0

50

100

150

200

After 1 Year After 3 Years

Organic Through Acquisition

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Focus on deleveraging the balance sheet and early redemption of preferred shares – accelerated via equity issuance June 3rd 4

Equity Offering – Rationale and Benefits

More Rapidly Deleveraging – Pro Forma Net Debt to EBITDA (1) Driving Increased Adjusted Free Cash Flow Generation

More Rapidly Increases Interest Coverage (1) Ability to Accelerate HOD and OCS Market Roll Ups

Driving Stakeholder Value, which is expected to drive further multiple growth similar to peers from ~7.5X to peer group >10.0X

Source: Cott Corporation management.

(1) This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide 2 of this presentation for more information regarding the use of this measure and to the appendix of this presentation for a reconciliation to GAAP figures.

1 2

3 4

• Mid to high teen CAGR

• 3X EBITDA post synergy multiplier

Issued 16.2 million shares at $9.25 on June 3rd using the proceeds plus cash flow to fully redeem $116 million Convertible Preferred Shares (conversion price of approximately $6.28 per share) and $33 million of Non-Convertible Preferred Shares issued as part of the DS Services transaction.

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Diversified Cott

New platform provides a balanced business model and strong cash flow generation

Highly diversified product, package and channel mix positioned for growth

High-quality, efficient and well-utilized facilities with multiple product and package capabilities

Low-cost philosophy concentrating on Customers, Costs, Capex and Cash

Scale business with enhanced EBITDA and margin growth profile

Platform for M&A to enhance business profile and provide upside through synergies

Strong adjusted free cash flow yield that drives returns to shareholders

Leading private label CSD and juice manufacturer

Long-standing relationships with top retailers

Extensive manufacturing facilities

Well recognized low cost/high customer service platform

High asset utilization

Retail Private Label Own Brands Contract Manufacturing Direct-to-Consumer

Higher margins through leveraged fixed costs

Benefits of foodservice contracts

Higher price point for value brands

Market leading water brands

Significant growth opportunities

Capitalize on outsourcing trends

Increase existing asset utilization

Reduces exposure to commodity volatility

Requires lower working capital investments

Leading player in Home Office Delivery Water

Leading player in Office Coffee Services

Growing Filtration business

One of the largest national production and distribution networks in North America

Ability to add volume onto existing operations with minimum incremental costs

Pro Forma Financials Highlights

Diversified Beverage Platform

Cott

Pro Forma Fiscal 2014 (1)

Revenue ~$3,000+

Gross Profit ~$850

% margin 27.0%+

Adj. EBITDA ~$350

% margin 11.5%

Source: Wall Street research. (1) Excludes impacts of step up in basis of fixed assets and intangible assets. This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar

measures presented by other issuers. Please refer to slide 2 of this presentation for more information regarding the use of this measure and to the appendix of this presentation for a reconciliation to GAAP figures.

22

Q&A

23

Appendix

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Non-GAAP Reconciliation Cott Combined Historical Adjusted EBITDA

See slide 2 for additional information on non-GAAP measures

($ in millions) Traditional DSS DSS Total Traditional Total Traditional Total

Cott DSS Financing Acquisition DSS Cott Cott DSS Cott Cott DSS Cott

2014A 2014A Adj. Adj. Adj. 2014A PF 2014A 1Q15 1Q15 PF 1Q15 1Q14 1Q14 PF 1Q14

Revenue $2,121 (1) $978 (2) $0 $0 $978 $3,099 $470 $240 $710 $475 $231 $706

ESC Dollars - - - - - - - (8) (8) - - -

Adjusted ESC Dollars - - - - - - - 9 9 - - -

Deferred Revenue Adjustment - - - - - - - 1 1 - - -

Adjusted Revenue, Net $2,121 $978 $0 $0 $978 $3,099 $470 $242 $712 $475 $231 $706

Cost of Sales 408 100 509 419 95 514

Gross Profit $61 $140 $201 $56 $135 $192

Purchase Accounting Adjustment for Inventory - 3 3 - - -

Adjusted Gross Profit $61 $145 $207 $56 $135 $192

% Margin 13.1% 59.9% 29.0% 11.8% 58.7% 27.1%

Net Income (loss) Attributed to Cott Corporation $16 (59) 3 26 (30) (14) $6 ($12) ($6) ($4) ($10) ($14)

Interest Expense, Net 39 78 (78) 73 73 111 20 7 28 10 15 25

Intercompany Interest Expense - - - - - - (11) 11 - - - -

Income Tax (Benefit) Expense (60) (4) 2 25 23 (37) (2) (7) (9) (1) (5) (5)

Depreciation & Amortization 106 118 - - 118 224 27 30 57 25 28 53

Net Income Attributable to Non-Controlling Interest 6 - - - - 6 1 - 1 1 - 1

Accumulated Dividends on Preferred Shares 1 15 - - 15 16 4 - 4 - - -

EBITDA $107 $148 ($73) $124 $199 $306 $46 $29 $75 $32 $28 $60

Restructuring and Asset Impairments 4 - - - - 4 - - - 4 - 4

Bond Redemption and Other Financing Costs 25 - - - - 25 - - - 1 - 1

Tax Reorganization and Regulatory Costs 1 - - - - 1 - - - 0 - 0

Acquisition and Integration Costs, Net 41 - - - - 41 2 3 5 1 1 2

Purchase accounting adjustments, net - - - - - - - 4 4 - - -

Sale Transaction and IPO Related Costs, Net - (27) - - (27) (27) - - - - - -

Other adjustments - - - - - - - - - (4) 4 0

Unrealized Commodity Hedging Loss, Net 1 - - - - 1 (0) (0) (0) - - -

Unrealized Foreign Exchange (Gain) Loss, Net (1) - - - - (1) (11) - (11) 1 - 1

Realized Loss on Disposal of PP&E 4 2 - - 2 6 0 1 2 0 - 0

Adjusted EBITDA $183 $123 ($73) $124 $174 $357 $37 $37 $74 $35 $33 $68

% Margin 8.6% 12.6% 17.8% 11.5% 7.8% 15.3% 10.4% 7.3% 14.2% 9.6%

1. GAAP Traditional Cott revenue comprises $2,103mm Cott revenue for FY2014 less $29mm of DS Services revenue after the acquisition from 12/13/2014 to 1/3/2015 plus Aimia Foods revenue of $47mm from 1/1/2014 to 5/30/2014 prior to the acquisition by Cott.

2. GAAP DS Standalone revenue comprises $950mm of DS Services revenue prior to the acquisition from 12/28/2013 to 12/12/2014 and $29mm of revenue from 12/13/2014 to 1/3/2015 after the acquisition.

25

Non-GAAP Reconciliation DS Services Adjusted EBITDA


($ in millions) Year Ended December '11A - '14PF

2011A 2012A 2013A 2014A Adj. 2014PF CAGR

Net Income (Loss) ($15) ($41) ($49) ($59) $30 ($30)

Income Tax Expense (Benefit) (10) (1) (8) (4) 27 23

Interest Expense, Net 77 89 93 78 (5) 73

Accumulated Dividends on Preferred Shares - - - 15 - 15

Depreciation & Amortization 63 71 87 118 - 118

EBITDA $115 $118 $122 $148 $51 $199

Acquisition Costs and Adjustments 4 8 2 - - -

Refinance-related Costs 2 4 22 - - -

Loss on Disposal of Assets - 1 5 2 - 2

Stock Option Compensation Expense 2 2 2 - - -

Legal Settlement Costs - - 2 - - -

Monitoring Fees - - 1 - - -

Class Action Legal Costs - - 1 - - -

Pro Forma Acquisition Costs - 6 2 - - -

IPO Costs - - - (27) - (27)

Other (Primarily Acquisition Travel) - 0 0 - - -

Other (Income) Expense (1) 7 0 - - -

Other Adjustments 6 4 0 - - -

Adjusted ESC Fee - 5 - - - -

Adjusted EBITDA $129 $154 $161 $123 $51 $174 10.7%

Adjusted EBITDA (% Margin) 16.8% 17.2% 17.3% 17.8%

Revenue $765 $895 $926 $978 8.5%

26

Non-GAAP Reconciliation Cott Adjusted Free Cash Flow and Adjusted Free Cash Flow Yield


($ in millions) Year Ended December

2011A 2012A 2013A 2014A

Net Cash Provided By Operating Activities $164 $173 $155 $57

Less: Capital Expenditures (49) (70) (55) (47)

Free Cash Flow $115 $103 $100 $10

Bond Redemption Cash Costs - - 10 21

53rd Week Interest Payment 2022 Notes - - - 15

DSS Acquisition Related Cash Costs - - - 32

Cash Collateral (1)

- - - 29

Adjusted Free Cash Flow (2)$115 $103 $110 $107

Equity Market Capitalization (as of 1/3/2015) 652

Adjusted Free Cash Flow Yield 16%

1. In connection with the DSS Acquisition. $29.4mm was required as collateral.

2. Includes $5.6mm of DSS's free cash flow from the acquisition date.

27

Non-GAAP Reconciliation 2018 Estimated Adjusted EBITDA

($ in millions) 2018E

Net Income (1) $109

Net Income Attributable to Non-Contolling Interest $5

Income Tax Expense $4

EBT $118

Foreign Exchange Adjustment $1

Interest Expense, Net (2) $91

EBIT $210

Depreciation & Amortization $210

Pro Forma EBITDA $421

(1) Net income represents the original 2018 acquisition model estimate with an increase in total net income as a result of increasing our synergy target from $25 million to $30 million and reducing our interest expense target from $118 million to $91 million.

(2) Updated based upon reduced debt balance as a result of equity offering and allocating funds to deleveraging other debt instruments.


28

Non-GAAP Reconciliation 2014 Pro Forma and 2018 Estimated Leverage


($ in millions) 2014PF 2018E

Adjusted EBITDA $ 357 $ 421

6.75% Senior Notes due 2020 625 625

10.00% Senior Secured Notes due 2021 (1) 406 -

New Term Loan / Note - 116

5.25% Senior Notes due 2022 525 525

ABL Facility 229 -

GE 8 -

Capital Leases and other 5 2

Less letter of credit (2) (29) -

Total debt 1,769 1,268

Preferred shares 149 -

Less Cash (86) (40)

Net Debt $ 1,831 $ 1,228

Leverage (Net Debt / Adj. Ebitda) 5.1 2.9

(1) Includes fair value premium of $55.6 million.

(2) In connection with the DSS Acquisition, $29.4 million was required to cash collateralize certain DSS self-insurance programs. The $29.4 million was funded with borrowings against our ABL facility, and the cash collateral is included within prepaid and other current assets on our Consolidated Balance Sheet at January 3, 2015. Subsequent to January 3, 2015 letters of credit were issued and the cash collateral was returned to the Company, which was used to repay a portion of our outstanding ABL facility.

29

Non-GAAP Reconciliation 2018 Estimated Interest Coverage

2015E 2018E

Adjusted EBITDA $ 359 (1) $ 421 (2)

6.75% Senior Notes due 2020 $ 42 $ 42

10.00% Senior Secured Notes due 2021 $ 35

New Term Loan / Note $ - $ 17

5.25% Senior Notes due 2022 $ 28 $ 28

ABL Facility $ 4 $ -

GE $ 0 $ -

Capital Leases and other $ 0 $ 0

Cash Interest $ 110 $ 86

Def Fin Fees $ 5 $ 5

Premium $ (6) $ -

Interest Expense $ 109 $ 91

Interest Coverage 3.3 4.6

(1) Represents Bloomberg Consensus as of June 2015. (2) Represents November 2014 Adjusted EBITDA model plus the $5 million of increased synergies announced during our Q1 2015 earnings call.


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