Guarantor Subsidiaries | Note 15—Guarantor Subsidiaries Guarantor Subsidiaries of 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 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 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 2024 Notes were initially issued on June 30, 2016 by Cott Finance Corporation, which was not a DSS Guarantor Subsidiary. Cott Finance Corporation was declared an unrestricted subsidiary under the Indenture governing the DSS Notes. As a result, such entity is reflected as a DSS Non-Guarantor Subsidiary in the following summarized condensed consolidating financial information through August 2, 2016. Substantially simultaneously with the closing of the acquisition of Eden on August 2, 2016, Cott Finance Corporation combined with Cott Corporation by way of an amalgamation and the combined company, “Cott Corporation,” 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 2022 Notes and the 2020 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 October 1, 2016 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Revenue, net $ 42.9 $ 262.2 $ 495.8 $ 99.8 $ (15.6 ) $ 885.1 Cost of sales 35.2 101.2 409.9 48.6 (15.6 ) 579.3 Gross profit 7.7 161.0 85.9 51.2 — 305.8 Selling, general and administrative expenses 6.3 143.9 69.1 43.7 — 263.0 (Gain) loss on disposal of property, plant & equipment, net (0.8 ) 1.6 — — — 0.8 Acquisition and integration expenses — (1.4 ) 7.4 1.4 — 7.4 Operating income 2.2 16.9 9.4 6.1 — 34.6 Other (income) expense, net (2.4 ) (0.3 ) (1.6 ) 1.1 — (3.2 ) Intercompany interest expense (income), net — 10.8 (10.8 ) — — — Interest expense (income), net 7.4 7.4 19.8 (0.2 ) — 34.4 (Loss) income before income tax expense (benefit) and equity income (2.8 ) (1.0 ) 2.0 5.2 — 3.4 Income tax expense (benefit) 8.6 (0.2 ) (3.0 ) 0.4 — 5.8 Equity income 7.5 — 1.7 — (9.2 ) — Net (loss) income $ (3.9 ) $ (0.8 ) $ 6.7 $ 4.8 $ (9.2 ) $ (2.4 ) Less: Net income attributable to non-controlling interests — — — 1.5 — 1.5 Net (loss) income attributed to Cott Corporation $ (3.9 ) $ (0.8 ) $ 6.7 $ 3.3 $ (9.2 ) $ (3.9 ) Comprehensive (loss) income attributed to Cott Corporation $ (9.1 ) $ (0.8 ) $ 110.3 $ 7.2 $ (116.7 ) $ (9.1 ) Condensed Consolidating Statements of Operations (in millions of U.S. dollars) Unaudited For the Nine Months Ended October 1, 2016 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Revenue, net $ 124.9 $ 764.3 $ 1,339.9 $ 163.5 $ (44.1 ) $ 2,348.5 Cost of sales 103.8 297.5 1,118.7 100.2 (44.1 ) 1,576.1 Gross profit 21.1 466.8 221.2 63.3 — 772.4 Selling, general and administrative expenses 28.6 422.3 161.8 49.4 — 662.1 (Gain) loss on disposal of property, plant & equipment, net (0.8 ) 4.8 (0.1 ) — — 3.9 Acquisition and integration expenses — 0.6 18.5 1.4 — 20.5 Operating (loss) income (6.7 ) 39.1 41.0 12.5 — 85.9 Other (income) expense, net (2.2 ) (1.6 ) 0.2 1.2 — (2.4 ) Intercompany interest expense (income), net — 32.4 (32.4 ) — — — Interest expense (income), net 7.8 22.0 59.6 (0.2 ) — 89.2 (Loss) income before income tax expense (benefit) and equity income (12.3 ) (13.7 ) 13.6 11.5 — (0.9 ) Income tax expense (benefit) 8.6 (4.8 ) (9.8 ) 0.5 — (5.5 ) Equity income 21.1 — 5.0 — (26.1 ) — Net income (loss) $ 0.2 $ (8.9 ) $ 28.4 $ 11.0 $ (26.1 ) $ 4.6 Less: Net income attributable to non-controlling interests — — — 4.4 — 4.4 Net income (loss) attributed to Cott Corporation $ 0.2 $ (8.9 ) $ 28.4 $ 6.6 $ (26.1 ) $ 0.2 Comprehensive (loss) income attributed to Cott Corporation $ (19.6 ) $ (8.9 ) $ 216.5 $ 10.6 $ (218.2 ) $ (19.6 ) Condensed Consolidating Statements of Operations (in millions of U.S. dollars) Unaudited For the Three Months Ended October 3, 2015 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Revenue, net $ 37.0 $ 268.1 $ 431.3 $ 33.3 $ (14.1 ) $ 755.6 Cost of sales 31.4 104.3 375.2 26.3 (14.1 ) 523.1 Gross profit 5.6 163.8 56.1 7.0 — 232.5 Selling, general and administrative expenses 6.0 142.5 44.2 3.5 — 196.2 Loss on disposal of property, plant & equipment — 0.9 0.2 — — 1.1 Acquisition and integration expenses — 6.4 0.2 — — 6.6 Operating (loss) income (0.4 ) 14.0 11.5 3.5 — 28.6 Other expense (income), net 0.8 (0.6 ) 0.3 0.1 — 0.6 Intercompany interest expense (income), net — 10.8 (10.8 ) — — — Interest expense, net — 7.4 20.0 — — 27.4 (Loss) income before income tax benefit and equity income (1.2 ) (3.6 ) 2.0 3.4 — 0.6 Income tax benefit (0.2 ) (1.2 ) (4.3 ) (0.1 ) — (5.8 ) Equity income 5.8 — 1.0 — (6.8 ) — Net income (loss) $ 4.8 $ (2.4 ) $ 7.3 $ 3.5 $ (6.8 ) $ 6.4 Less: Net income attributable to non-controlling interests — — — 1.6 — 1.6 Net income (loss) attributed to Cott Corporation $ 4.8 $ (2.4 ) $ 7.3 $ 1.9 $ (6.8 ) $ 4.8 Comprehensive (loss) income attributed to Cott Corporation $ (8.9 ) $ (2.4 ) $ (19.8 ) $ 3.9 $ 18.3 $ (8.9 ) Condensed Consolidating Statements of Operations (in millions of U.S. dollars) Unaudited For the Nine Months Ended October 3, 2015 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Revenue, net $ 113.9 $ 765.4 $ 1,307.1 $ 103.0 $ (44.2 ) $ 2,245.2 Cost of sales 96.8 305.5 1,129.6 83.1 (44.2 ) 1,570.8 Gross profit 17.1 459.9 177.5 19.9 — 674.4 Selling, general and administrative expenses 16.4 418.8 130.1 9.6 — 574.9 Loss (gain) on disposal of property, plant & equipment — 2.9 (0.2 ) — — 2.7 Acquisition and integration expenses — 12.5 2.9 — — 15.4 Operating income 0.7 25.7 44.7 10.3 — 81.4 Other (income) expense, net (9.0 ) (1.0 ) 1.1 0.1 — (8.8 ) Intercompany interest (income) expense, net (4.9 ) 32.7 (27.8 ) — — — Interest expense, net 0.1 22.2 60.7 — — 83.0 Income (loss) before income tax expense (benefit) and equity income 14.5 (28.2 ) 10.7 10.2 — 7.2 Income tax expense (benefit) 2.8 (10.2 ) (9.0 ) 0.1 — (16.3 ) Equity income 7.2 — 4.0 — (11.2 ) — Net income (loss) $ 18.9 $ (18.0 ) $ 23.7 $ 10.1 $ (11.2 ) $ 23.5 Less: Net income attributable to non-controlling interests — — — 4.6 — 4.6 Less: Accumulated dividends on convertible preferred shares 4.5 — — — — 4.5 Less: Accumulated dividends on non-convertible preferred shares 1.4 — — — — 1.4 Less: Foreign exchange impact on redemption of preferred shares 12.0 — — — — 12.0 Net income (loss) attributed to Cott Corporation $ 1.0 $ (18.0 ) $ 23.7 $ 5.5 $ (11.2 ) $ 1.0 Comprehensive (loss) income attributed to Cott Corporation $ (16.3 ) $ (18.0 ) $ 23.7 $ 8.7 $ (14.4 ) $ (16.3 ) Consolidating Balance Sheets (in millions of U.S. dollars) Unaudited As of October 1, 2016 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated ASSETS Current assets Cash & cash equivalents $ 1.3 $ 35.4 $ 40.3 $ 41.9 $ — $ 118.9 Accounts receivable, net of allowance 24.5 121.4 281.6 112.6 (76.8 ) 463.3 Income taxes recoverable 0.1 0.7 0.1 0.3 (0.6 ) 0.6 Inventories 14.3 28.8 249.4 27.6 — 320.1 Prepaid expenses and other assets 1.0 10.2 15.9 6.8 — 33.9 Total current assets 41.2 196.5 587.3 189.2 (77.4 ) 936.8 Property, plant & equipment, net 29.0 377.3 440.4 104.7 — 951.4 Goodwill 20.8 581.6 303.8 280.5 — 1,186.7 Intangibles and other assets, net 11.6 379.1 402.9 226.3 — 1,019.9 Deferred tax assets — — 47.4 19.6 (47.4 ) 19.6 Due from affiliates 992.6 — 544.3 — (1,536.9 ) — Investments in subsidiaries 446.7 — 400.1 — (846.8 ) — Total assets $ 1,541.9 $ 1,534.5 $ 2,726.2 $ 820.3 $ (2,508.5 ) $ 4,114.4 LIABILITIES AND EQUITY Current liabilities Short-term borrowings $ — $ — $ 264.1 $ — $ — $ 264.1 Current maturities of long-term debt — — 3.0 2.0 — 5.0 Accounts payable and accrued liabilities 63.6 158.1 321.6 132.8 (77.4 ) 598.7 Total current liabilities 63.6 158.1 588.7 134.8 (77.4 ) 867.8 Long-term debt 504.5 385.7 1,126.0 2.9 — 2,019.1 Deferred tax liabilities 1.0 92.9 67.1 55.8 (47.4 ) 169.4 Other long-term liabilities 0.5 36.4 36.7 8.2 — 81.8 Due to affiliates 1.1 543.3 471.3 521.2 (1,536.9 ) — Total liabilities 570.7 1,216.4 2,289.8 722.9 (1,661.7 ) 3,138.1 Equity Common shares, no par 907.4 355.4 645.5 149.7 (1,150.6 ) 907.4 Additional paid-in-capital 53.1 — — — — 53.1 Retained earnings (deficit) 106.7 (37.1 ) (411.5 ) (70.4 ) 519.0 106.7 Accumulated other comprehensive (loss) income (96.0 ) (0.2 ) 202.4 13.0 (215.2 ) (96.0 ) Total Cott Corporation equity 971.2 318.1 436.4 92.3 (846.8 ) 971.2 Non-controlling interests — — — 5.1 — 5.1 Total equity 971.2 318.1 436.4 97.4 (846.8 ) 976.3 Total liabilities and equity $ 1,541.9 $ 1,534.5 $ 2,726.2 $ 820.3 $ (2,508.5 ) $ 4,114.4 Consolidating Balance Sheets (in millions of U.S. dollars) As of January 2, 2016 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated ASSETS Current assets Cash & cash equivalents $ 20.8 $ 12.8 $ 38.4 $ 5.1 $ — $ 77.1 Accounts receivable, net of allowance 18.3 122.6 184.6 13.0 (45.2 ) 293.3 Income taxes recoverable — 0.5 0.9 0.2 — 1.6 Inventories 13.0 31.4 199.4 5.6 — 249.4 Prepaid expenses and other assets 2.2 4.8 10.0 0.2 — 17.2 Total current assets 54.3 172.1 433.3 24.1 (45.2 ) 638.6 Property, plant & equipment, net 29.7 372.6 360.8 6.7 — 769.8 Goodwill 19.8 579.1 160.7 — — 759.6 Intangibles and other assets, net 0.8 402.5 305.6 2.8 — 711.7 Deferred tax assets 7.4 — 38.2 0.2 (38.2 ) 7.6 Due from affiliates 400.1 — 544.3 — (944.4 ) — Investments in subsidiaries 176.3 — 400.0 — (576.3 ) — Total assets $ 688.4 $ 1,526.3 $ 2,242.9 $ 33.8 $ (1,604.1 ) $ 2,887.3 LIABILITIES AND EQUITY Current liabilities Short-term borrowings $ — $ — $ 122.0 $ — $ — $ 122.0 Current maturities of long-term debt — — 3.0 0.4 — 3.4 Accounts payable and accrued liabilities 47.6 131.8 295.1 8.3 (45.2 ) 437.6 Total current liabilities 47.6 131.8 420.1 8.7 (45.2 ) 563.0 Long-term debt — 390.1 1,135.3 — — 1,525.4 Deferred tax liabilities — 97.7 17.0 — (38.2 ) 76.5 Other long-term liabilities 0.5 36.2 38.7 1.1 — 76.5 Due to affiliates 1.0 543.3 371.9 28.2 (944.4 ) — Total liabilities 49.1 1,199.1 1,983.0 38.0 (1,027.8 ) 2,241.4 Equity Common shares, no par 534.7 355.5 683.1 38.6 (1,077.2 ) 534.7 Additional paid-in-capital 51.2 — — — — 51.2 Retained earnings (deficit) 129.6 (28.1 ) (437.5 ) (58.4 ) 524.0 129.6 Accumulated other comprehensive (loss) income (76.2 ) (0.2 ) 14.3 9.0 (23.1 ) (76.2 ) Total Cott Corporation equity 639.3 327.2 259.9 (10.8 ) (576.3 ) 639.3 Non-controlling interests — — — 6.6 — 6.6 Total equity 639.3 327.2 259.9 (4.2 ) (576.3 ) 645.9 Total liabilities and equity $ 688.4 $ 1,526.3 $ 2,242.9 $ 33.8 $ (1,604.1 ) $ 2,887.3 Consolidating Statements of Condensed Cash Flows (in millions of U.S. dollars) Unaudited For the Three Months Ended October 1, 2016 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Net cash provided by (used in) operating activities $ 250.7 $ 32.8 $ (233.2 ) $ 57.8 $ (16.5 ) $ 91.6 Investing Activities Acquisitions, net of cash received (911.3 ) (1.2 ) — — — (912.5 ) Additions to property, plant & equipment (0.4 ) (21.5 ) (12.4 ) (4.4 ) — (38.7 ) Additions to intangibles and other assets — (1.2 ) (0.5 ) — — (1.7 ) Proceeds from sale of property, plant & equipment 0.8 0.1 0.3 0.4 — 1.6 Proceeds from insurance recoveries — — 1.4 — — 1.4 Decrease in restricted cash 2.8 — — — — 2.8 Net cash used in investing activities (908.1 ) (23.8 ) (11.2 ) (4.0 ) — (947.1 ) Financing Activities Payments of long-term debt — — (1.2 ) (0.6 ) — (1.8 ) Issue of long-term debt 498.7 — — — — 498.7 Borrowings under ABL — — 814.5 — — 814.5 Payments under ABL — — (550.6 ) — — (550.6 ) Distributions to non-controlling interests — — — (2.7 ) — (2.7 ) Issuance of common shares 2.4 — — — — 2.4 Financing fees (11.9 ) — — — — (11.9 ) 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 — — — (16.5 ) 16.5 — Net cash provided by (used in) financing activities 477.4 — 251.9 (19.8 ) 16.5 726.0 Effect of exchange rate changes on cash (1.3 ) — (0.4 ) 0.6 — (1.1 ) Net (decrease) increase in cash & cash equivalents (181.3 ) 9.0 7.1 34.6 — (130.6 ) Cash & cash equivalents, beginning of period 182.6 26.4 33.2 7.3 — 249.5 Cash & cash equivalents, end of period $ 1.3 $ 35.4 $ 40.3 $ 41.9 $ — $ 118.9 Consolidating Statements of Condensed Cash Flows (in millions of U.S. dollars) Unaudited For the Nine Months Ended October 1, 2016 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Net cash provided by (used in) operating activities $ 113.6 $ 88.5 $ (76.3 ) $ 67.7 $ (33.0 ) $ 160.5 Investing Activities Acquisitions, net of cash received (954.0 ) (4.7 ) — — — (958.7 ) Additions to property, plant & equipment (1.3 ) (59.1 ) (36.0 ) (5.0 ) — (101.4 ) Additions to intangibles and other assets (0.1 ) (2.3 ) (2.6 ) — — (5.0 ) Proceeds from sale of property, plant & equipment 0.8 0.2 3.1 0.4 — 4.5 Proceeds from insurance recoveries — — 1.4 — — 1.4 Net cash used in investing activities (954.6 ) (65.9 ) (34.1 ) (4.6 ) — (1,059.2 ) Financing Activities Payments of long-term debt — — (2.5 ) (0.8 ) — (3.3 ) Issue of long-term debt 498.7 — — — — 498.7 Borrowings under ABL 144.8 — 1,290.8 — — 1,435.6 Payments under ABL (147.7 ) — (1,148.9 ) — — (1,296.6 ) Distributions to non-controlling interests — — — (6.0 ) — (6.0 ) Issuance of common shares 366.6 — — — — 366.6 Financing fees (11.9 ) — — — — (11.9 ) 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 — — (13.0 ) (20.0 ) 33.0 — Net cash provided by (used in) financing activities 822.9 — 115.6 (26.8 ) 33.0 944.7 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 Consolidating Statements of Condensed Cash Flows (in millions of U.S. dollars) Unaudited For the Three Months Ended October 3, 2015 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Net cash (used in) provided by operating activities $ (4.4 ) $ 32.2 $ 58.6 $ 8.9 $ (3.5 ) $ 91.8 Investing Activities Acquisition, net of cash received — (22.0 ) — — — (22.0 ) Additions to property, plant & equipment (0.5 ) (18.5 ) (8.7 ) (0.6 ) — (28.3 ) Additions to intangibles and other assets — — (0.5 ) — — (0.5 ) Proceeds from sale of property, plant & equipment and sale-leaseback — 0.3 0.1 — — 0.4 Net cash used in investing activities (0.5 ) (40.2 ) (9.1 ) (0.6 ) — (50.4 ) Financing Activities Payments of long-term debt (0.1 ) — (0.8 ) (0.1 ) — (1.0 ) Borrowings under ABL — — 52.4 — — 52.4 Payments under ABL — — (97.3 ) — — (97.3 ) Distributions to non-controlling interests — — — (3.2 ) — (3.2 ) Issuance of common shares 0.5 — — — — 0.5 Financing fees — — (0.1 ) — — (0.1 ) Common shares repurchased and cancelled (0.1 ) — — — — (0.1 ) Dividends paid to common and preferred shareowners (6.5 ) — — — — (6.5 ) Intercompany dividends — — (0.2 ) (3.3 ) 3.5 — Net cash used in financing activities (6.2 ) — (46.0 ) (6.6 ) 3.5 (55.3 ) Effect of exchange rate changes on cash (0.7 ) — (0.6 ) (0.1 ) — (1.4 ) Net (decrease) increase in cash & cash equivalents (11.8 ) (8.0 ) 2.9 1.6 — (15.3 ) Cash & cash equivalents, beginning of period 13.8 28.6 30.8 5.8 — 79.0 Cash & cash equivalents, end of period $ 2.0 $ 20.6 $ 33.7 $ 7.4 $ — $ 63.7 Consolidating Statements of Condensed Cash Flows (in millions of U.S. dollars) Unaudited For the Nine Months Ended October 3, 2015 DSS DSS Cott DS Services of Guarantor Non-Guarantor Elimination Corporation America, Inc. Subsidiaries Subsidiaries Entries Consolidated Net cash provided by operating activities $ 29.3 $ 53.4 $ 79.5 $ 15.7 $ (11.5 ) $ 166.4 Investing Activities Acquisition, net of cash received — (22.5 ) — — — (22.5 ) Additions to property, plant & equipment (1.0 ) (57.3 ) (26.2 ) (1.0 ) — (85.5 ) Additions to intangibles and other assets — (1.9 ) (0.8 ) — — (2.7 ) Proceeds from sale of property, plant & equipment and sale-leaseback — 14.5 26.4 — — 40.9 Net cash used in investing activities (1.0 ) (67.2 ) (0.6 ) (1.0 ) — (69.8 ) Financing Activities Payments of long-term debt (0.1 ) — (2.2 ) (0.6 ) — (2.9 ) Borrowings under ABL — — 801.3 — — 801.3 Payments under ABL — — (874.5 ) — — (874.5 ) Distributions to non-controlling interests — — — (6.8 ) — (6.8 ) Issuance of common shares 143.1 — — — — 143.1 Financing fees — — (0.3 ) — — (0.3 ) Preferred shares repurchased and cancelled (148.8 ) — — — — (148.8 ) Common shares repurchased and cancelled (0.8 ) — — — — (0.8 ) Dividends paid to common and preferred shareowners (24.5 ) — — — — (24.5 ) Payment of deferred consideration for acquisitions — — (2.5 ) — — (2.5 ) Intercompany dividends — — (4.5 ) (7.0 ) 11.5 — Net cash used in financing activities (31.1 ) — (82.7 ) (14.4 ) 11.5 (116.7 ) Effect of exchange rate changes on cash (1.4 ) — (0.7 ) (0.3 ) — (2.4 ) Net decrease in cash & cash equivalents (4.2 ) (13.8 ) (4.5 ) 0.0 — (22.5 ) Cash & cash equivalents, beginning of period 6.2 34.4 38.2 7.4 — 86.2 Cash & cash equivalents, end of period $ 2.0 $ 20.6 $ 33.7 $ 7.4 $ — $ 63.7 Guarantor Subsidiaries of 2024 Notes, 2022 Notes and 2020 Notes The 2022 Notes and 2020 Notes, each issued by Cott Corporation’s 100% owned subsidiary 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 2022 Notes and the 2020 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 2022 Notes and the 2020 Notes. No non-100% owned subsidiaries guarantee the 2022 Notes or the 2020 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 2022 Notes and the 2020 Notes. 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, Cott Finance Corporation combined with Cott Corporation by way of an amalgamation and the combined company, “Cott Corporation,” 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 2022 Notes and the 2020 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 October 1, 2016 Cott Cott Cott Cott Guarantor Non-Guarantor Elimination Corporation Beverages Inc. Subsidiaries Subsidiaries Entries Consolidated Revenue, net $ 42.9 $ 179.7 $ 578.3 $ 99.8 $ (15.6 ) $ 885.1 Cost of sales 35.2 150.3 360.8 48.6 (15.6 ) 579.3 Gross profit 7.7 29.4 217.5 51.2 — 305.8 Selling, general and administrative expenses 6.3 22.4 190.6 43.7 — 263.0 (Gain) loss on disposal of property, plant & equipment, net (0.8 ) 0.1 1.5 — — 0.8 Acquisition and integration expenses — 3.2 2.8 1.4 — 7.4 Operating income 2.2 3.7 22.6 6.1 — 34.6 Other (income) expense, net (2.4 ) (1.2 ) (0.7 ) 1.1 — (3.2 ) Intercompany interest (income) expense, net — (10.7 ) 10.7 — — — Interest expense (income), net 7.4 19.7 7.5 (0.2 ) — 34.4 (Loss) income before income tax expense (benefit) and equity income (2.8 ) (4.1 ) 5.1 5.2 — 3.4 Income tax expense (benefit) 8.6 (3.2 ) — 0.4 — 5.8 Equity income 7.5 1.6 0.1 — (9.2 ) — Net (loss) income $ (3.9 ) $ 0.7 $ 5.2 $ 4.8 $ (9.2 ) $ (2.4 ) Less: Net income attributable to non-controlling interests — — — 1.5 — 1.5 Net (loss) income attributed to Cott Corporation $ (3.9 ) $ 0.7 $ 5.2 $ 3.3 $ (9.2 ) $ (3.9 ) Comprehensive (loss) income attributed to Cott Corporation $ (9.1 ) $ 0.1 $ 109.4 $ 7.2 $ (116.7 ) $ (9.1 ) Condensed Consolidating Statements of Operations (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 Revenue, net $ 124.9 $ 539.9 $ 1,564.3 $ 163.5 $ (44.1 ) $ 2,348.5 Cost of sales 103.8 454.6 961.6 100.2 (44.1 ) 1,576.1 Gross profit 21.1 85.3 602.7 63.3 — 772.4 Selling, general and administrative expenses 28.6 66.3 517.8 49.4 — 662.1 (Gain) loss on disposal of property, plant & equipment, net (0.8 ) 0.6 4.1 — — 3.9 Acquisition and integration expenses — 14.2 4.9 1.4 — 20.5 Operating (loss) income (6.7 ) 4.2 75.9 12.5 — 85.9 Other (income) expense, net (2.2 ) (1.2 ) (0.2 ) 1.2 — (2.4 ) Intercompany interest (income) expense, net — (33.4 ) 33.4 — — — Interest expense (income), net 7.8 59.3 22.3 (0.2 ) — 89.2 (Loss) income before income tax expense (benefit) and equity income (12.3 ) (20.5 ) 20.4 11.5 — (0.9 ) Income tax expense (benefit) 8.6 (10.4 ) (4.2 ) 0.5 — (5.5 ) Equity income 21.1 4.6 0.4 — (26.1 ) — Net income (loss) $ 0.2 $ (5.5 ) $ 25.0 $ 11.0 $ (26.1 ) $ 4.6 Less: Net income attributable to non-controlling interests — — — 4.4 — 4.4 Net income (loss) attributed to Cott Corporation $ 0.2 $ (5.5 ) $ 25.0 $ 6.6 $ (26.1 ) $ 0.2 Comprehensive (loss) income attributed to Cott Corporation $ (19.6 ) $ (7.4 ) $ 215.0 $ 10.6 $ (218.2 ) $ (19.6 ) Condensed Consolidating Statements of Operations (in millions of U.S. dollars) Unaudited For the Three Months Ended October 3, 2015 Cott Cott Cott Cott Guarantor Non-Guarantor Elimination Corporation Beverages Inc. Subsidiaries Subsidiaries Entries Consolidated Revenue, net $ 37.0 $ 182.1 $ 517.3 $ 33.3 $ (14.1 ) $ 755.6 Cost of sales 31.4 156.3 323.2 26.3 (14.1 ) 523.1 Gross profit 5.6 25.8 194.1 7.0 — 232.5 Selling, general and administrative expenses 6.0 23.8 162.9 3.5 — 196.2 Loss on disposal of property, plant & equipment — 0.2 0.9 — — 1.1 Acquisition and integration expenses — 0.2 6.4 — — 6.6 Operating (loss) income (0.4 ) 1.6 23.9 3.5 — 28.6 Other expense (income), net 0.8 (0.1 ) (0.2 ) 0.1 — 0.6 Intercompany interest (income) expense, net — (14.1 ) 14.1 — — — Interest expense, net — 19.8 7.6 — — 27.4 (Loss) income before income tax benefit and equity income (loss) (1.2 ) (4.0 ) 2.4 3.4 — 0.6 Income tax benefit (0.2 ) (4.2 ) (1.3 ) (0.1 ) — (5.8 ) Equity income (loss) 5.8 1.6 (0.6 ) — (6.8 ) — Net income $ 4.8 $ 1.8 $ 3.1 $ 3.5 $ (6.8 ) $ 6.4 Less: Net income attributable to non-controlling interests — — — 1.6 — 1.6 Net income attributed to Cott Corporation $ 4.8 $ 1.8 $ 3.1 $ 1.9 $ (6.8 ) $ 4.8 Comprehensive (loss) income attributed to Cott Corporation $ (8.9 ) $ (7.8 ) $ 8.9 $ 3.9 $ (5.0 ) $ (8.9 ) Condensed Consolidating Statements of Operations (in millions of U.S. dollars) Unaudited For the Nine Months Ended October 3, 2015 Cott Cott Cott Cott Guarantor Non-Guarantor Elimination Corporation Beverages Inc. Subsidiaries Subsidiaries Entries Consolidated Revenue, net $ 113.9 $ 549.2 $ 1,523.3 $ 103.0 $ (44.2 ) $ 2,245.2 Cost of sales 96.8 467.0 968.1 83.1 (44.2 ) 1,570.8 Gross profit 17.1 82.2 555.2 19.9 — 674.4 Selling, general and administrative expenses 16.4 72.2 476.7 9.6 — 574.9 (Gain) loss on disposal of property, plant & equipment — (0.2 ) 2.9 — — 2.7 Acquisition and integration expenses — 2.2 13.2 — — 15.4 Operating income 0.7 8.0 62.4 10.3 — 81.4 Other (income) expense, net (9.0 ) (0.1 ) 0.2 0.1 — (8.8 ) Intercompany interest (income) expense, net (4.9 ) (39.6 ) 44.5 — — — Interest expense, net 0.1 60.1 22.8 — — 83.0 Income (loss) before income tax expense (benefit) and equity income (loss) 14.5 (12.4 ) (5.1 ) 10.2 — 7.2 Income tax expense (benefit) 2.8 (10.7 ) (8.5 ) 0.1 — (16.3 ) Equity income (loss) 7.2 4.6 (0.6 ) — (11.2 ) — Net income $ 18.9 $ 2.9 $ 2.8 $ 10.1 $ (11.2 ) $ 23.5 Less: Net income attributable to non-controlling interests — — — 4.6 — 4.6 Less: Accumulated dividends on convertible preferred shares 4.5 — — — — 4.5 Less: Accumulated dividends on non-convertible preferred shares 1.4 — — — — 1.4 Less: Foreign exchange impact on redemption of preferred shares 12.0 — — — — 12.0 Net income attributed to Cott Corporation $ 1.0 $ 2.9 $ 2.8 $ 5.5 $ (11.2 ) $ 1.0 Comprehensive (loss) income attributed to Cott Corporation $ (16.3 ) $ (4.1 ) $ 9.8 $ 8.7 $ (14.4 ) $ (16.3 ) Consolidating Balance Sheets (in millions of U.S. dollars) Unaudited As of October 1, 2016 Cott Cott Cott Cott Guarantor Non-Guarantor Elimination Corporation Beverages Inc. Subsidiaries Subsidiaries Entries Consolidated ASSETS Current assets Cash & cash equivalents $ 1.3 $ 2.2 $ 73.5 $ 41.9 $ — $ 118.9 Accounts receivable, net of allowance 24.5 93.4 438.0 112.6 (205.2 ) 463.3 Income taxes recoverable 0.1 — 0.8 0.3 (0.6 ) 0.6 Inventories 14.3 77.2 201.0 27.6 — 320.1 Prepaid expenses and other assets 1.0 7.2 18.9 6.8 — 33.9 Total current assets 41.2 180.0 732.2 189.2 (205.8 ) 936.8 Property, plant & equipment, net 29.0 155.4 662.3 104.7 — 951.4 Goodwill 20.8 4.5 880.9 280.5 — 1,186.7 Intangibles and other assets, net 11.6 74.2 707.8 226.3 — 1,019.9 Deferred tax assets — 47.4 — 19.6 (47.4 ) 19.6 Due from affiliates 992.6 582.2 343.1 — (1,917.9 ) — Investments in subsidiaries 446.7 847.3 967.5 — (2,261.5 ) — Total assets $ 1,541.9 $ 1,891.0 $ 4,293.8 $ 820.3 $ (4,432.6 ) $ 4,114.4 LIABILITIES AND EQUITY Current liabilities Short-term borrowings $ — $ 264.1 $ — $ — $ — $ 264.1 Current maturities of long-term debt — 2.6 0.4 2.0 — 5.0 Accounts payable and accrued liabilities 63.6 238.1 370.0 132.8 (205.8 ) 598.7 Total current liabilities 63.6 504.8 370.4 134.8 (205.8 ) 867.8 Long-term debt 504.5 1,125.1 386.6 2.9 — 2,019.1 Deferred tax liabilities 1.0 — 160.0 55.8 (47.4 ) 169.4 Other long-term liabilities 0.5 23.5 49.6 8.2 — 81.8 Due to affiliates 1.1 142.1 1,253.5 521.2 (1,917.9 ) — Total liabilities 570.7 1,795.5 2,220.1 722.9 (2,171.1 ) 3,138.1 Equity Common shares, no par 907.4 812.3 1,603.3 149.7 (2,565.3 ) 907.4 Additional paid-in-capital 53.1 — — — — 53.1 Retained earnings (deficit) 106.7 (698.2 ) 249.6 (70.4 ) 519.0 106.7 Accumulated other comprehensive (loss) income (96.0 ) (18.6 ) 220.8 13.0 (215.2 ) (96.0 ) Total Cott Corporation equity 971.2 95.5 2,073.7 92.3 (2,261.5 ) 971.2 Non-controlling interests — — — 5.1 — 5.1 Total equity 971.2 95.5 2,073.7 97.4 (2,261.5 ) 976.3 Total liabilities and equity $ 1,541.9 $ 1,891.0 $ 4,293.8 $ 820.3 $ (4,432.6 ) $ 4,114.4 Consolidating Balance Sheets (in millions of U.S. dollars) As of January 2, 2016 Cott Cott Cott Cott Guarantor Non-Guarantor Elimination Corporation Beverages, Inc. Subsidiaries Subsidiaries Entries Consolidated ASSETS Current assets Cash & cash equivalents $ 20.8 $ 1.0 $ 50.2 $ 5.1 $ — $ 77.1 Accounts receivable, net of allowance 18.3 63.3 361.8 13.0 (163.1 ) 293.3 Income taxes recoverable — 0.6 0.8 0.2 — 1.6 Inventories 13.0 76.7 154.1 5.6 — 249.4 Prepaid expenses and other assets 2.2 4.6 10.2 0.2 — 17.2 Total current assets 54.3 146.2 577.1 24.1 (163.1 ) 638.6 Property, plant & equipment, net 29.7 163.3 570.1 6.7 — 769.8 Goodwill 19.8 4.5 735.3 — — 759.6 Intangibles and other assets, net 0.8 79.2 628.9 2.8 — 711.7 Deferred tax assets 7.4 38.2 — 0.2 (38.2 ) 7.6 Due from affiliates 400.1 587.5 2.6 — (990.2 ) — Investments in subsidiaries 176.3 847.3 702.5 — (1,726.1 ) — Total assets $ 688.4 $ 1,866.2 $ 3,216.5 $ 33.8 $ (2,917.6 ) $ 2,887.3 LIABILITIES |