Exhibit 13.1
IT STARTS INSIDE.
Cott Corporation 2002 Annual Report
Photo - top of carbonated soft drink can
RETAILER BRAND POWERHOUSE
The world's largest producer of retailer brand carbonated soft drinks, Cott
Corporation markets its beverages to retailers in many different channels --
including supermarkets, grocery stores, mass merchandisers, drug stores and
convenience stores. In addition to carbonated soft drinks, the Company produces
clear sparkling flavored beverages, juices and juice blends, spring water and
purified drinking water.
Cott's core markets -- the United States, Canada and the United Kingdom --
account for the majority of sales. Adding its newest manufacturing venture in
Mexico, Cott now operates 18 bottling plants in four countries. Its research
center is located in Columbus, Georgia, where scientists and technicians create
beverage concentrates and formulas. Cott's marketing professionals work closely
with leading retailers on their product ranges, category management, sales and
merchandising, and supply chain solutions.
While its strategic focus is on growing its customers' brands, Cott also sells
beverages under Company trademarks -- such as Cott(TM), Stars & Stripes(TM),
Vess(TM) and Vintage(TM). Through a network of RC(TM) International bottlers,
Cott's products are sold in more than 60 countries outside North America.
WHAT'S INSIDE MAKES THE DIFFERENCE
Cott is headquartered in Toronto, Canada, with offices and bottling plants in
North America and the U.K. Its 2,800 employees range across many functions of
the integrated beverage Company -- from research and procurement through
manufacturing, distribution and customer service.
TABLE OF CONTENTS
Financial Highlights Inside Flap
Letter from CEO 1
Consumer Appeal 8
International Reach 10
Creative Partners 12
Innovation 14
Annual Report on Form 10-K 17
Directors and Officers 94
Investor Information Inside Back Cover
Photo - commemorative carbonated soft drink can
Cott listed July 30, 2002
COT LISTED NYSE
LOOKING INSIDE 2002
BOLSTERING POSITION IN U.S.
Progressing on its strategy of making acquisitions and alliances, Cott purchased
Premium Beverage Packers, Inc., a longtime bottler of the Company's products.
Located in Wyomissing, Pennsylvania, this newest unit adds capacity as well as
flexibility to Cott's manufacturing and distribution systems in a populous
market.
SHOWING COMMUNITY SPIRIT
Cards and letters from 61 children at Hope's Children Home expressed great
thanks to our Tampa employees. The heartwarming letters came after gifts went to
the Home during the holiday season. As "adopters" of the kids from one to 18
years old, Cott people sponsor a year-round program that features Spring
Cleaning" and a summer picnic - and lots of toys and clothes and, to be sure,
cases of refreshing soft drinks. [photo]
WINNING CUSTOMER RECOGNITION
Asda, the well known Wal-Mart unit in the United Kingdom, presented Cott with
its "Snacking Supplier Excellence Award." The award cited Cott for effective
approaches in helping Asda's Virtuous Circle program aimed at building consumer
value.
BUILDING WORLD CLASS TEAMS
This key strategy took on momentum during the year as new appointments were
announced in Company leadership:
John Sheppard came aboard as President of Cott USA. [photo]
Other key appointments include:
- - Mark Benadiba adding responsibilities for RC International and Cott Mexico,
- - Paul Richardson assuming executive leadership of the U.K. business,
- - Colin Walker added management of concentrates and the company-wide Six
Sigma Initiative to his responsibilities,
- - Douglas Neary joining as Chief Information Officer,
- - Philip Lamb becoming President of Cott Canada, and
- - Gil Arvizu being named Managing Director of the new venture in Mexico.
EXPANDING THE BOARD
Christine Magee joined as the newest member of the Company's Board of Directors.
Her acclaimed success as a retail entrepreneur, cofounder and president of Sleep
Country Canada, provides strong credentials for her new role. [photo]
HONORING THE COMPANY
Cott's chairman, president & CEO Frank Weise received several notable awards in
2002. First, Beverage Industry, the worldwide trade publication, recognized him
as the "Executive of the Year" for effective leadership in Cott's "turnaround"
and "growth" over four years. Then, National Post named him one of Canada's top
three CEOs for the year. Frank said, "These honors belong to Cott men and women
who have delivered a winning performance year after year." [photo]
LISTING ON THE BIG BOARD
"The New York Stock Exchange is proud to welcome Cott Corporation to our
family," said NYSE chief Dick Grasso as the symbol 'COT' was added to the tape
on July 30. Listing on the world's most important exchange provides greater
visibility for the Company. Cott continues its listing as 'BCB' on the Toronto
Stock Exchange.
COTT CORPORATION VALUES
Customer Focused
Passion and Pride
Integrity
Accountability
Sense of Urgency
Quality
Teamwork
Diversity
Continuous Improvement
LETTER FROM CEO
FELLOW OWNER,
When we say, "It starts inside," we mean it a number of ways. First, our
products are made to the highest standards of quality - to exceed our customers'
expectations this time, next time - every time. At Cott, that has a deeper
meaning since our product is sold to the consumer bearing the customer's own
brand.
We never lose sight of that relationship. Well over 2,500 quality tests are
performed every day in our plants and laboratories around the world to assure
the integrity of Cott beverages. That requires substantial investment as well as
professionals who bring pride and passion to their work.
Beyond what's inside the product, integrity inside our Company counts too - it
starts with our people and our values. We demand accountability of ourselves. We
define our goals and progress in terms of our shareowners' interests - and see
that as a long-term priority.
Over the past several years, we have built an experienced and respected
management team. The values we practice, the ethics we live by, the integrity
that shows in our dealings with customers, suppliers, regulators, security
analysts and our fellow employees - all make up what's inside Cott.
For our leadership, integrity is a way of life. It starts inside and stands
behind every achievement we can claim over the past four years. We are
especially proud to share the record results posted in 2002.
Photo - Frank E. Weise, III
Chairman, President & Chief Executive Officer
RECORD YEAR -- 2002 FINANCIAL PERFORMANCE
- - Income from continuing operations, per diluted share, increased by 43% to a
record $0.83
- - Sales also hit an all-time high, rising 10% to $1.2 billion
- - Operating income increased 32% to a record $122.7 million
- - Gross margins for the year reached 19.4% vs. 17.2% a year ago
- - Operating cash flow (less capital expenditures) was $60 million before cash
costs of debt redemption
FINANCIAL HIGHLIGHTS 2002
YEAR ENDED
DECEMBER 28, DECEMBER 29, DECEMBER 30,
(in millions of U.S. dollars, except per share amounts) 2002 2001 2000
Sales $ 1,198.6 $ 1,090.1 $ 990.6
Gross profit 19.4% 17.2% 16.7%
Operating income 122.7 93.3 75.9
Income from continuing operations 58.3 39.9 26.6
Operating cash flow, after capital expenditures(1) 60.0 57.6 67.6
Working capital 59.6 55.7 29.1
Net debt(2) 373.8 395.2 310.6
Income from continuing operations per diluted share 0.83 0.58 0.40
(1)Excluding cash costs of debt redemption for the year ended December 28, 2002
(2)Net Debt for the year ended December 29, 2001 was adjusted for the redemption
of 2005 and 2007 senior notes from cash in trust on January 22, 2002
* As defined on page 43 of Management's Discussion and Analysis of Financial
Condition and Results of Operations
WALL STREET CELEBRATION -- When the COT ticker symbol was added to the New York
Stock Exchange on July 30, 2002, members of Cott's management team gathered to
hail the historic event. From left, Rod Jimenez, Colin Walker, Neil Stalter,
Edmund O'Keeffe, Mark Halperin, Frank Weise, Serge Gouin, Tina Dell'Aquila, Paul
Richardson, Ray Silcock, Mark Benadiba and John Sheppard. [photo]
BAR CHARTS
Income from continuing operations per diluted share (U.S. dollars)
2000 0.40
2001 0.58
2002 0.83
Earnings Before Interest, Taxes, Depreciation & Amortization* (millions of U.S.
dollars)
2000 114.7
2001 135.5
2002 164.2
Operating Cash Flow(1) (after capital expenditures) (millions of U.S. dollars)
2000 67.6
2001 57.6
2002 60.0
DELIVERING ON KEY STRATEGIES
In last year's annual report, I laid out the four strategies that guide our
Company in its vision for growth. But, I also know that it is not enough to set
a vision and strategy; execution matters above all. This year we delivered on
each strategy. Let me share some examples of our progress:
1. EXPAND THE CORE -- Growing with our current customers is the backbone to this
strategy. Sales to several core accounts in the U.S. grew at double-digit rates.
Re-launches of beverage lines at premier supermarkets in the United States and
the addition of regional chains in the U.S. and the U.K. point to more growth in
2003. In Canada, our innovation teams scored remarkable successes with new
fruit-flavored drinks such as blueberry, grapefruit and new Italian-style
flavors.
2. MAKE ACQUISITIONS AND ALLIANCES -- In 2002, we took a big step by forming a
new venture in Mexico. Poised to serve major customers in this market of 100
million consumers, Cott Embotelladores de Mexico, S.A. de C.V. is expected to go
into full operation in time for the 2003 summer season. Earlier in the year, the
acquisition of Premium Beverage Packers, Inc. reinforced our position in the
northeast U.S. market.
3. BUILD WORLD CLASS TEAMS -- Cott's future depends on motivated performers who
couple strong operational skills with an understanding of customers' needs.
That's why we invest every day in our people. For example, a growing number of
our operations group personnel Company-wide are trained in Six Sigma principles.
Six Sigma is the cornerstone to the continuous improvement processes that drive
Cott's business teams and help leverage best practices among all units.
4. DRIVE MARGINS AND CASH FLOW -- We set out several years ago with a call to
"sweat the assets." Continuous cost improvements have led to gross margin gains,
and have generated higher cash flows. These support our customer base, through
investments in capital assets and people, allow strategic acquisitions and
enable us to pay down debt. Since 1999, earnings before interest, taxes,
depreciation and amortization have more than doubled.
MOVING AHEAD -- CONSUMER PROVIDES MOMENTUM
As 2003 unfolds, we see opportunities to build on the benchmarks set in 2002.
New customer programs, especially in the U.S., should boost volumes. Further
stabilizing our U.K. business should firm up its earnings performance. In
Mexico, volumes will reflect a full year of operations. In Canada, innovation is
pointing to broadened customer coverage in flavored beverages and water. Plant
efficiencies should be realized in all three core markets, leading to improved
capacity utilization and customer service.
I have said that we are in the right business at the right time. The oxygen that
fuels my optimism comes from the consumer. According to ACNielsen, more than 80%
of U.S. households now regularly buy store brand products. A typical shopper
picks up a store-label product 67 times per year. Soft drinks are among the most
popular of these products -- and a driving force in retail branding since they
rank asone of the largest dollar categories in the supermarket.
CHART - THE TAKE-HOME CARBONATED SOFT DRINK MARKET - 2002
Volume Share
Total Category: $31 billion Major National Brands 81%
Specialty Segment 19%
Specialty Segment: $5 billion Cott Retailer Brand 45%
Non-Cott Retailer Brand 23%
Tertiary Brands 32%
Retailer Brand: $3 billion Cott Retailer Brand 66%
Non-Cott Retailer Brand 34%
Retailer brand carbonated soft drinks have huge growth potential in the United
States where today only about 10% of take-home carbonated soft drinks are
retailer brands. In Canada retailer brand carbonated soft drinks have a 20%
market share while in the U.K. they hold a 28% share. As retailer consolidation
in the U.S. proceeds, Cott's opportunities to grow with this segment are
expected to accelerate.
So, with empowered employees and strategies in place, we look forward to another
record performance for your Company in 2003. Will there be challenges? Yes, and
there will be hurdles that we cannot foresee. However, we are moving ahead with
strong momentum - confident of what's inside both our products and our Company.
What's inside makes the difference!
I again thank you for your confidence. It is a profound privilege to lead Cott
Corporation.
/s/ Frank E. Weise, III
Frank E. Weise, III
Chairman, President and Chief Executive Officer
MESSAGE FROM THE LEAD INDEPENDENT DIRECTOR
When I participated in the bell-ringing ceremony at the New York Stock Exchange
on July 30, it was thrilling to be with the Cott management team on that famous
balcony. I knew that we were marking more than the listing of Cott's stock.
That, of course, was a significant event in itself. But, I also reflected on the
journey that we had taken during the past four years.
Cott's turnaround and now the shift to a growth strategy are well documented.
Behind this performance -- and so evident to me in New York -- is a team of
managers who rank among the best. Their experience as beverage professionals in
North America and Europe inspire strong confidence in our future. This team and
the bench strength across the Company are a resource rich in talent and
leadership skills.
As we enter a promising new year, the Board of Directors is proud to endorse the
strategic directions of the Company. We welcome Christine Magee to our Board,
and we gratefully acknowledge the services of True Knowles, who resigned in 2002
after six years as a member of the Board.
Serge Gouin
Lead Independent Director
[photo]
photo - carbonated soft drinks on ice
CONSUMER APPEAL
POPPING THE LID ON GREAT TASTE!
21st century consumers respond to traditional flavors, as well as new choices in
soft drinks. Colas remain the worldwide favorite as "new age" sparkling clear
beverages gain along with waters and blends of berries and fruits.
Changing personal tastes and a range of new flavors drive the $31-billion
take-home carbonated soft drinks market in Cott's core geographies. Cott R&D
technologists develop outstanding formulas that meet the demanding needs of our
customers and consumers. [photo]
HOTLINE -- When retailers call for data on their specific beverages, Cott phone
centers are ready. Details on dating, ingredients and new formulations are
available from plant or technical professionals. News about consumer reactions
to their flavor favorites is especially valuable. [photo]
PREPARING AND PROTECTING -- Cott plant and marketing personnel are kept
up-to-date on programs designed to protect beverage quality around the world.
Roseanne Parans, director risk management and insurance, coordinates a
multi-functional effort that reviews regulations, media planning and store
communications needs. [photo]
INTERNATIONAL REACH
A WORLD BRIMMING WITH NEW OPPORTUNITIES.
Growing with retailers takes Cott to many promising venues. Keeping a clear eye
on customer service and operating efficiencies, local on-site managers extend
the reach of a coordinated global effort.
SHOWING THE WORLD -- Top retailers in Cott's market areas are increasing their
retailer brand shares with beverage lines that also build the category. In the
U.S., Harris Teeter's Mountain Roar(TM) soda has spurred consumer demand;
Canada's Shoppers Drug Mart offers Life Brand(TM) spring water to great success;
and in the U.K., Sainsbury's Classic(TM) cola boasts a high share. [photo]
Graphic - flags of Mexico, the United States of America, Canada and the United
Kingdom
INVESTING IN GROWTH: Our key strategy of Expanding the Core takes shape in
Mexico. Gil Arvizu, Cott managing director, leads a workforce in Puebla that is
well prepared to deliver on customer expectations. Mexico, with a population of
approximately 100 million, is second only to the United States in per-capita
consumption of soft drinks. [photo]
CREATIVE PARTNERS
FORGING PARTNERSHIPS FOR GROWTH.
Each leading retailer projects a unique personality, meaning that Cott customer
teams need to offer customized merchandising solutions. A 12-point program of
"Value-Added Services" aims at specific goals: convert shoppers to buyers; raise
category growth rates; build retailer-brand penetration.
Cott's customer-centric support takes many forms - from high-impact packaging
design and category management to rigorous business reviews. What ties it all
together is a commitment to understand each customer's growth needs. Experienced
teams work in partnership with our customers to develop powerful solutions.
[photo]
FACT-BASED CREATIVITY -- Doreen Gormley, U.S. vice president marketing and
category management, leads a team of Cott retailer service experts. Their
mission is to match resources with needs - "to make sure that every customer
gets at least 200% of our attention." Doreen's team interprets and shares
consumer shopping data that feature demographics, trendlines, national and
regional flavor preferences and other differentiators. [photo]
TEAMING WITH CUSTOMERS -- Delivering tailored solutions to leading retailers
such as Wegmans in the U.S. helps our customers grow their retailer branded
beverage programs, build consumer loyalty and differentiate their stores. Cott
teams strive to understand each customer's unique culture and position in the
industry in order to serve them better every day. [photo]
INNOVATION
INSPIRING A SPARKLING PERFORMANCE.
Every Cott success starts with an idea - the magical mix of creative energy and
investment. A research and development center in Columbus, Georgia, serves as
the hub for a company network that supports scores of beverage scientists and
technologists. The Center hosts many customers each year. [photo]
To service more than 80 bottlers around the world - Cott's own plants and RC(TM)
International bottlers - hundreds of beverage concentrates are required. A
battery of physical, chemical and microbiological analyses helps assure quality.
U.S.-based field teams service the U.K., Canada and Mexico and are available to
international customers.
INNOVATION AWARD -- Each year an individual or team is cited for "Excellence in
Innovation" and receives the coveted Gerald N. Pencer Award, named for the
Company's former CEO. Winners have come from all three core markets. In 2002, a
team from Cott Canada earned recognition for its extraordinary success in
creating and rolling out a line of tasty cranberry and blueberry carbonated soft
drinks. [photo]
RESOURCES AT WORK -- Aimed at sharpening the Focus on customer service, Cott's
Information Technology has grown in its range of applications. Companywide,
users are linked by new systems that foster team collaboration in managing an
ever-accelerating pace of change -- using web software to monitor and update
customers' product information and to track revisions in label designs, product
brands and formulas. [photo]
SUMMARY TABLE OF CONTENTS FOR THE ANNUAL REPORT ON FORM 10-K
Forward-looking Statements 20
Description of Business 22
Quarterly Common Stock Information 33
Selected Financial Data 34
Management's Discussion & Analysis 35
Report of Management 46
Report of Independent Accountants 47
Consolidated Financial Statements 48
Quarterly Financial Information 74
Photo - top of carbonated soft drink can
CORPORATE OFFICERS AND BOARD OF DIRECTORS
BOARD OF DIRECTORS CORPORATE OFFICERS
Colin J. Adair (3)* Frank E. Weise III
First Vice President Chairman, President &
Investment Advisor Chief Executive Officer
CIBC Wood Gundy
Mark Benadiba
W. John Bennett (1) Executive Vice President
Chairman, President and Canada & International
Chief
Executive Officer Paul R. Richardson
Benvest Capital Inc. Executive Vice President
Global Procurement & U.K.
C. Hunter Boll (1)*
Managing Director John K. Sheppard
Thomas H. Lee Partners L.P. Executive Vice President
President, U.S. Operations
Serge Gouin (1), (2)*
Lead Independent Director Raymond P. Silcock
Vice Chairman Executive Vice President &
Salomon Smith Barney Chief Financial Officer
Canada, Inc.
Mark R. Halperin
Thomas M. Hagerty (2) Senior Vice President,
Managing Director General Counsel & Secretary
Thomas H. Lee Partners L.P.
Colin D. Walker
Stephen H. Halperin (2), (3) Senior Vice President,
Partner Corporate Resources
Goodmans LLP
Catherine M. Brennan
David V. Harkins (3) Vice President, Treasurer
President
Thomas H. Lee Partners L.P. Tina Dell'Aquila
Vice President, Controller
Christine A. Magee & Assistant Secretary
President
Sleep Country Canada Ivano R. Grimaldi
Vice President,
Donald G. Watt Global Procurement
Chairman
Watt International Inc. Douglas P. Neary
Vice President,
Frank E. Weise III Chief Information Officer
Chairman, President &
Chief Executive Officer Edmund P. O'Keeffe
Cott Corporation Vice President,
Investor Relations &
Corporate Development
Prem Virmani
Vice President,
Technical Services
(1) Member, Audit Committee
(2) Member, Corporate Governance Committee
(3) Member, Human Resources & Compensation Committee
* Committee Chairman
INVESTOR
INFORMATION
CORPORATE HEADQUARTERS PRINCIPAL OPERATIONS QUARTERLY BUSINESS
207 Queen's Quay West, Calgary, Alberta, Canada RESULTS/COTT NEWS
Suite 340 Columbus, Georgia, USA Current investor information
Toronto, Ontario M5J 1A7 (Concentrate Manufacturing) is available on
Tel: (416) 203-3898 Concordville, Pennsylvania, our website at www.cott.com
Fax: (416) 203-8171 USA
Kegworth, Derbyshire, U.K. TRANSFER AGENT & Registrar
REGISTERED OFFICE Lachine, Quebec, Canada Computershare Trust
333 Avro Avenue Mississauga, Ontario, Company of Canada
Pointe-Claire, Quebec H9R Canada
5W3 Pointe-Claire, Quebec, AUDITORS
Canada PricewaterhouseCoopers LLP
CANADA OFFICE Pontefract, West Yorkshire,
Philip Lamb - President, U.K. STOCK EXCHANGE LISTING
Canada Operations Puebla, Puebla, Mexico Toronto Stock Exchange:
6525 Viscount Road Revelstoke, British Columbia, BCB
Mississauga, Ontario L4V Canada NYSE: COT
1H6 San Antonio, Texas, USA
San Bernardino, California, ANNUAL GENERAL MEETING
MEXICO OFFICE USA Cott's 2003 Annual Meeting
Gil Arvizu - Managing Scoudouc, New Brunswick, takes place on
Director, Canada Thursday, April 17, 2003 at
Mexico Operations Sikeston, Missouri, USA 8:30 a.m. at the
Calle de los Palos #35 St. Louis, Missouri, USA Toronto Stock Exchange,
San Pablo Xochimehuacan Surrey, British Columbia, Toronto,
Puebla, Puebla. C.P. 72014 Canada Ontario, Canada.
Tampa, Florida, USA
RC COLA INTERNATIONAL Wilson, North Carolina, USA
Jerry Smith - President, Worcester, Massachusetts,
RC Cola International USA
150 S. Pine Island Drive, (Northeast Retailer Brands
Suite 520 LLC)
Plantation, Florida 33324 Wyomissing, Pennsylvania,
USA
UNITED KINGDOM AND
EUROPE OFFICE RESEARCH AND DEVELOPMENT
Paul R. Richardson - CENTER
Executive Vice President Columbus, Georgia, USA
Global Procurement and U.K.
Operations INVESTOR INFORMATION
Citrus Grove, Side Ley Tel: (416) 203-5662
Kegworth, Derbyshire (800) 793-5662
DE74 2FJ Email:
investor_relations@cott.com
UNITED STATES OFFICE Website: www.cott.com
John K. Sheppard - Executive
Vice President PUBLICATIONS
President, U.S. Operations For copies of the Annual
4211 W. Boy Scout Blvd., Report or the SEC
Suite #290 Form 10-K, visit our website,
Tampa, Florida 33607 or contact us at
(800) 793-5662.
Cott Corporation
207 Queen's Quay West Suite 340
Toronto, Ontario M5J 1A7
Canada
www.cott.com
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All trademarks are owned by Cott or its customers.
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