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Jefferies Consumer Conference June 2015 1
Jefferies Consumer Conference June 2015 1

Jefferies Consumer Conference

June 2015

1
1

Safe Harbor Statements

Safe Harbor Statements Forward Looking Statements: This presentation contains forward-looking statements within the

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 non-GAAP measures such as

EBITDA, adjusted EBITDA, adjusted free cash flow yield and certain ratios using these measures. Since the Company uses these non-GAAP measures 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 measures 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.

Management Presenters / Q&A

Management Presenters / Q&A Jerry Fowden Chief Executive Officer Jay Wells Chief Financial Officer Jarrod Langhans

Jerry Fowden

Chief Executive Officer

Jay Wells Chief Financial Officer

Jarrod Langhans

Head of Investor Relations

The New Diversified Cott Corporation 4
The New Diversified Cott Corporation 4

The New Diversified Cott Corporation

Investment Highlights of the Combined Business

Investment Highlights of the Combined Business ❶ Extensive manufacturing footprint for private label, contract
Investment Highlights of the Combined Business ❶ Extensive manufacturing footprint for private label, contract
Investment Highlights of the Combined Business ❶ Extensive manufacturing footprint for private label, contract
❶ Extensive manufacturing footprint for private label, contract manufacturing and own brands ❷ low-cost philosophy
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

Market leader in growing water and coffee services

categories with strong regional brand heritage

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

New initiatives and partnerships driving customer growth

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

Attractive growing financial profile

❺

Diversified

Attractive growing financial profile ❺ Diversified  1 Highly diversified product, package and channel
 1
1

Highly diversified product, package and channel mix

 2
2

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

 3
3
 4
4

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

Scale business with enhanced EBITDA and margin growth profile

 5
5

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

 6
6

Strong adjusted free cash flow yield that drives returns to shareholders

Strategic Initiatives and Acquisitions Transform Profile While Reducing Risk & Concentration

Transform Profile While Reducing Risk & Concentration Contract Manufacturing Dedicated resources behind

Contract

Manufacturing

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

3-year goal of 50mm 80mm

serving equivalent cases by

2017

5/30/2014 Purchase Price: ~$139mm ( 2 ) ~$108mm sales ( 3 )

5/30/2014

Purchase Price: ~$139mm (2) ~$108mm sales (3)

FY12 Sales by Channel (1)

Pro Forma FY14 Sales by Channel (4)

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

Pro Forma FY14 Sales by Product (3)

by Channel ( 4 ) Pro Forma FY14 Sales by Product ( 3 ) FY12 Sales

FY12 Sales by Product

Forma FY14 Sales by Product ( 3 ) FY12 Sales by Product 2013 2014 2015 6/18/2013
2013 2014 2015
2013
2014
2015
6/18/2013 Purchase Price: ~$12mm ~$60mm sales ( 3 )

6/18/2013

Purchase Price: ~$12mm ~$60mm sales (3)

12/12/2014 Purchase Price: ~$1.25bn ~$966mm sales ( 3 )

12/12/2014

Purchase Price: ~$1.25bn ~$966mm sales (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.

A Diversified Cott with an Increased Health & Wellness Product Mix

Cott with an Increased Health & Wellness Product Mix Cott’s diversified beverage platform is more reflective

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

More consistent 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 slightly positive

Less exposure to large format retailers

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

2014 Pro Forma Sales by Product (1)

beverage categories 2014 Pro Forma Sales by Product ( 1 ) Source: Cott and DS Services

Source: Cott and DS Services management.

1. Cott management estimate.

2. Euromonitor, 2014.

2014-2019 North America Retail Volume Growth (2)

management. 1. Cott management estimate. 2. Euromonitor, 2014. 2014-2019 North America Retail Volume Growth ( 2

Cott’s Strategic Priorities Build on the Platform Created

Cott’s Strategic Priorities Build on the Platform Created 1 2 3 4 5  Continuation of

1

2

3

4

5

Continuation of our

on the Platform Created 1 2 3 4 5  Continuation of our approach including tight

approach including tight operating controls and a focus on cash generation

Further contract manufacturing growth and diversification supported by dedicated resources

Incorporation of DS Services:

a) Integration & synergy capture

b) Customer expansion and HOD water and OCS market roll-up

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

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

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
Continuation of our
approach including tight operating
controls and a focus on cash generation
1
tight operating controls and a focus on cash generation 1 4C’s Philosophy Drives High Cash Generation

4C’s Philosophy Drives High Cash Generation

Strengthen customer relationships • Understand our customers’ needs • Build new channel relationships • High

Strengthen customer relationships

Understand our customers’ needs

Build new channel relationships

High service standards

One-stop shop philosophy

Continue to lower operating costs • Manage the commodity cycles • Control SG&A costs •

Continue to lower operating costs

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



Control capital

expenditures

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



Deliver significant free cash flow

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.

Historical Adjusted Free Cash Flow (1)

($ millions)

$115 $110 $107 $103 2011 2012 2013 2014
$115
$110
$107
$103
2011
2012
2013
2014

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.

Continuation of our approach including tight operating controls and a focus on cash generation 1
Continuation of our
approach including tight operating
controls and a focus on cash generation
1
tight operating controls and a focus on cash generation 1 Building Value Through Cost Down Initiatives

Building Value Through Cost Down Initiatives Traditional NA Business

Interplant Warehouse Plant Packaging CC + I Transfers Projects Projects
Interplant
Warehouse
Plant
Packaging
CC + I
Transfers
Projects
Projects
Plant Packaging CC + I Transfers Projects Projects • In the second half of 2014, the

In the second half of 2014, the North America Business Unit initiated a three-year cost savings program “War on Waste” to take $30 million of costs out of the business through the middle of 2017.

Through the first three quarters of the program, approximately $8.5 million has been achieved.

Source: Cott Management

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2
2

Further contract manufacturing growth and diversification supported by dedicated resources

growth and diversification supported by dedicated resources Co-Pack Advantages  Limited commodity exposure drives

Co-Pack Advantages

Limited commodity exposure drives stable margin contribution

Provides gross margins that are 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

Cott Contract Manufacturing Performance Over 110% Growth in 2014

Serving equivalent case growth

Over 110% Growth in 2014 Serving equivalent case growth Three year goal of growing contract manufacturing

Three year goal of growing contract manufacturing business by 50-80 million serving equivalent cases by 2017

Recent Wins

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

Opportunities (1)

70 - 105

60 - 70 45 21 2013 2014 2015E 2016E
60 - 70
45
21
2013
2014
2015E
2016E

Substantial room for Cott to grow

Source: Cott management

1. Management has established a three year goal (2014-2016) of growing our contract manufacturing business by 50-80 million 8oz equivalent serving cases in our North America Business Unit. This chart depicts the actual volume recorded in 2013 and

2014 as well as the projected total contract manufacturing volumes over the next two years as this incremental growth is incorporated into our business.

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2
2

Further contract manufacturing growth and diversification supported by dedicated resources

growth and diversification supported by dedicated resources Contract Manufacturing Modeling Data Per 8oz Equivalent Case

Contract Manufacturing Modeling Data Per 8oz Equivalent Case (Serving) Q1 2015 Example

Q1 2015

Revenue / 8oz equiv. case

Contribution Margin $ / 8oz equiv. case

Gross Margin

North America All Other

North America Co-Pack

Co-Pack vs.

All Other

$2.10

$1.50

($0.60)

$0.50 - $0.55

$0.45 - $0.50

($0.05)

12% - 15%

12% - 15%

Similar

Co-pack revenue per case varies significantly by customer from tolling (leverage of labor) to full contract

manufacturing (inclusion of I&P and other services).

Co-pack volume is generally more efficient in our plants due to the nature of long runs which generate better leverage on our cost base

Our non Co-pack business will have greater working capital requirements as well. For example, we will harvest fruit seasonally, process and store for months before placing in finished goods

On a net basis, Co-pack provides stability to the margins in our business as it is contracted for longer periods than our traditional non Co-pack business

Source: Cott Management.

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3a
3a

Incorporation of DS Services:

Integration & synergy capture

of DS Services:  Integration & synergy capture Cott’s DS Services Acquisition Drives Cost and Revenue

Cott’s DS Services Acquisition Drives Cost and Revenue Synergies

 Procurement  Leverage Cott’s scale  Freight savings  Combined efficiencies  SG&A 
 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

via DS Services  Vertical integration and supply Estimated synergies increased and updated to $10mm in

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

Source:

Cott Management.

3a
3a

Incorporation of DS Services:

Integration & synergy capture

of DS Services:  Integration & synergy capture Traditional Cott’s manufacturing capabilities and DS

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

network combine to create potential revenue synergies Access to New Channels Portfolio Expansion DS Services can
network combine to create potential revenue synergies Access to New Channels Portfolio Expansion DS Services can
network combine to create potential revenue synergies Access to New Channels Portfolio Expansion DS Services can
network combine to create potential revenue synergies Access to New Channels Portfolio Expansion DS Services can
network combine to create potential revenue synergies Access to New Channels Portfolio Expansion DS Services can
Access to New Channels Portfolio Expansion DS Services can distribute Cott’s higher margin products to
Access to New Channels
Portfolio Expansion
DS Services can distribute Cott’s
higher margin products to
channels that were difficult for
Cott to serve.
Cott can expand the offering of
products available to DS Services
customers.
(Action plans: 2015-2017)
(Future opportunities)
 Sparkling Waters
 C-Stores
 Flavored Waters

Gas Stations

“Mom and pop” stores

Waters  Gas Stations  “Mom and pop” stores  Juices and Drinks  RTD Tea
Waters  Gas Stations  “Mom and pop” stores  Juices and Drinks  RTD Tea

Juices and Drinks

RTD Tea and Coffee

Cott Cold Fill Cott Hot Fill DS Services Production Facility Hot / Powdered R&D / Concentrate DS Services Distribution Network

Source: Cott Management.

3b
3b

Incorporation of DS Services:

Customer expansion and HOD water and OCS market roll-up

 Customer expansion and HOD water and OCS market roll-up Share Growth from Market Leading Brands

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

DSS HOD Share - Volume (1)

30.7%

30.4% 30.0% 29.7% 29.5% 29.2% 2012 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014
30.4%
30.0%
29.7%
29.5%
29.2%
2012
2013
Q1 2014
Q2 2014
Q3 2014
Q4 2014
TTM
TTM
TTM
TTM
DSS HOD Share - Revenue (1)
32.1%
31.8%
31.5%
31.2%
30.9%
30.4%
2012
2013
Q1 2014
Q2 2014
Q3 2014
Q4 2014
TTM
TTM
TTM
TTM

(1) Source: Cott Management.

Leadership in Regional Brands

#1 #1 #3 #1 #1 #2 #2 #1 #1 #1 #2 #1 #1 #1 #3
#1
#1
#3
#1
#1
#2
#2
#1
#1
#1
#2
#1
#1
#1
#3
#1
#1
#2
#1
#2

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3b
3b

Incorporation of DS Services:

Customer expansion and HOD water and OCS market roll-up

Sources of Organic New Customer Additions

OCS market roll-up Sources of Organic New Customer Additions Sources of New Cooler Adds (FY2014) Source:

Sources of New Cooler Adds (FY2014)

market roll-up Sources of Organic New Customer Additions Sources of New Cooler Adds (FY2014) Source: Cott

Source: Cott Management.

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3b
3b

Incorporation of DS Services:

Customer expansion and HOD water and OCS market roll-up

In-Store Retail Strategic Relationship

OCS market roll-up In-Store Retail Strategic Relationship Capturing Untapped Demand for Bottled Water Selected as the

Capturing Untapped Demand for Bottled Water

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

customer adds have grown from 4% of total adds in 2012 to 25% in 2014 DS
DS Retailer Booth Customers Q1 2015 = 164
DS Retailer Booth Customers
Q1 2015 = 164

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3b
3b

Incorporation of DS Services:

Customer expansion and HOD water and OCS market roll-up

Commercial Water Delivery Cross-Selling Potential

roll-up Commercial Water Delivery Cross-Selling Potential • Approximately 5% of DS Services’ commercial water

Approximately 5% of DS Services’ commercial water delivery customers also receive coffee from DS Services

Nearly all commercial customers provide water and coffee to their employees

Significant opportunity to leverage single-cup brewer adoption

Significantly increased presence in coffee with $74 million acquisition of Standard Coffee in

2012

Commercial Water Delivery Ship-To Customers Purchasing Coffee

Water Delivery Ship-To Customers Purchasing Coffee % of Commercial C u s t o m e

% of Commercial Customer Base

4.2%

Source: Cott Management

4.5%

Water Delivery Commercial Ship-To’s December 2014

4 . 5 % Water Delivery Commercial Ship- To’s December 2014 579,924 Total Commercial Water Ship-

579,924 Total Commercial Water Ship-To’s

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3b
3b

Incorporation of DS Services:

Customer expansion and HOD water and OCS market roll-up

The AquaCafé: Brewer and Cooler in One

OCS market roll-up The AquaCafé: Brewer and Cooler in One Provides efficient, reliable, cost-effective way to
Provides efficient, reliable, cost-effective way to provide both bottled water and single-cup coffee
Provides efficient, reliable, cost-effective way to provide both bottled water and single-cup coffee

Commercial

Single, space-saving footprint for water, coffee and tea

Easy and intuitive operation

Easy-to-use touchscreen interface on cooler/brewer

Water bottle loads easily in the bottom no need to lift heavy bottles

Illuminated dispensing area

Large dispensing area can fill “sports bottles” or carafes

Brewer’s touchscreen gives options for:

Bold, medium or mild coffee strengths

Small, medium, and large cup sizes

Supplies quality bottled water for better-tasting coffee

Targeting existing DS Services water customers

AquaCafe rolled out to Baltimore, Houston, LA, Seattle, Orlando, Portland, Atlanta and Sacramento in Q4 2014

~3,000 units placed to date

Expanded rollout in 2015 including Boston, NYC, Chicago, San Diego, New Orleans, Phoenix, San Francisco, Dallas, Washington DC, and Philadelphia

• • • • • • • •

Source: Cott Management

Residential

(coming soon)
(coming soon)

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3b
3b

Incorporation of DS Services:

Customer expansion and HOD water and OCS market roll-up

Proven Acquisition Track Record

water and OCS market roll-up Proven Acquisition Track Record Successful Track Record • DS has a

Successful 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

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

3.2x 3.4x 2.8x 2.8x 2.8x 2.4x 2.4x 2.0x (2) 2007 2008 2009 2010 2011 2012
3.2x
3.4x
2.8x
2.8x
2.8x
2.4x
2.4x
2.0x
(2)
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

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.

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3b
3b

Incorporation of DS Services:

Customer expansion and HOD water and OCS market roll-up

 Customer expansion and HOD water and OCS market roll-up Acquisitions are Highly Accretive to DS

Acquisitions are Highly Accretive to DS

Almost Immediate Cost Savings Increased Route Density Improved Customer Profile
Almost Immediate Cost Savings Increased Route Density Improved Customer Profile

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

• Customer retention is also higher due to the acquisition of “seasoned” customers • Cost
• 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
Cost per Customer Add –
Acquisition vs. Organic
Acquired Customers
Show High Retention (2)
194
200
150
128
100
100
100
50
0
After 1 Year
After 3 Years
Organic
Through Acquisition

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.

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4
4

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

shares – accelerated via equity offering June 3rd Convertible Preferred Shares  $116 million issued 

Convertible Preferred Shares

$116 million issued

$6.28 per share

Convertible after year 3

9% coupon with 1% annual increase ($11 million)

Redeemable with 30 days notice

No cost to set up/redeem

Non deductible

Additional dividend tax ($2 million)

Non-Convertible Preferred Shares

$33 million issued

$6.28 per share

No conversion

10% coupon with 1% annual increase ($3 million)

Redeemable with 30 days notice

No cost to set up/redeem

Non deductible

Additional dividend tax ($1 million)

Covenants and restrictions associated with the preferred shares limited our ability to do HOD water and OCS tuck-in acquisitions

Early Redemption of the Preferred Shares Provides a Number of Benefits Including:

Financially Prudent

More Rapidly Increases Interest Coverage (1) 3.3x 2.9x
More Rapidly Increases Interest Coverage (1)
3.3x
2.9x

2015E

Excluding Preferred Shares

Accelerates Deleveraging

More Rapidly Deleveraging – Pro Forma Net Debt to EBITDA (1) 5.1x 4.7X 2014 Pro
More Rapidly Deleveraging – Pro Forma Net Debt
to EBITDA (1)
5.1x
4.7X
2014 Pro
Excluding
Forma
Preferred
Leverage
Shares

Allows for Tuck-in Acquisitions

Post Synergy EBITDA Multiples of ~3.0x

Post Synergy EBITDA Multiples of ~3.0x

1. Represents a non-GAAP measure. 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.

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A More Diversified Cott Drives Stronger Cash Flow Generation

And Leads To A More Favorabel Valuation

Cash Flow Generation And Leads To A More Favorabel Valuation The combination of contract manufacturing growth

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

More balanced scale business with $3 billion of revenue and $350 million of EBITDA.

Accelerated deleveraging by one year through equity offering which allowed redemption of preferred shares and in turn results in the allocation of cash flows to the repayment of other debt instruments.

Highly diversified product, package and channel mix

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

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

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

Strong adjusted free cash flow yield that drives returns to shareholders

2014 Adjusted FCF Yield % (1) 16% 6% 5% 5% 2% Cott High Cash Flow
2014 Adjusted FCF Yield % (1)
16%
6%
5%
5%
2%
Cott
High Cash Flow
Mid Cap
Large Cap
Private Label
Consumer
Beverages
Beverages
European
Multiple Lift Opportunity – Cott vs. Peers (2)
Multiple Lift Opportunity – Cott vs. Peers (2)

1. Source: Company data, FactSet, Bloomberg. 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. Adjusted free cash flow yield defined as (adjusted free cash flow / shares outstanding) / share price. Represents a non-GAAP measure. 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 the appendix of this presentation for a reconciliation to GAAP figures. Market data as of 1/3/2015 (Cott share price of $7.00). Adjusted free cash flow for peer set calculated as cash flow from operations less capital expenditures.

2. Source:

IBES consensus estimates per FactSet, company filings.

Bottlers (National Beverage, A.G. Barr, Coca-Cola Bottling, Britvic, Coca-Cola Amatil, Coca-Cola Enterprises, Coca-Cola Femsa)

Route Based Services (G&K Services, Unifirst, ABM Industries, Chemed, Servicemaster, Cintas Corp, Aramark)

23

Q&A 24
Q&A 24

Q&A

Appendix 25
Appendix 25

Appendix

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

Adjusted Free Cash Flow and Adjusted Free Cash Flow Yield See slide 2 for additional information

See slide 2 for additional information on non-GAAP measures

($ 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.

Non-GAAP Reconciliation 2014 Pro Forma Leverage

See slide 2 for additional information on non-GAAP measures

($ in millions)

2014PF

information on non-GAAP measures ($ in millions) 2014PF Excluding Preferred Shares Adjusted EBITDA 6.75% Senior

Excluding Preferred Shares

Adjusted EBITDA 6.75% Senior Notes due 2020 10.00% Senior Secured Notes due 2021 (1) New Term Loan / Note 5.25% Senior Notes due 2022 ABL Facility GE Capital Leases and other Less letter of credit (2) Total debt Preferred shares Less Cash Net Debt

$

357

$

357

625

625

406

406

-

-

525

525

229

229

8

8

5

5

(29)

(29)

 

1,769

1,769

149

-

(86)

(86)

$

1,831

$

1,682

Leverage (Net Debt / Adj. Ebitda)

5.1

4.7

(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.

Non-GAAP Reconciliation

Estimated Interest Coverage

Non-GAAP Reconciliation Estimated Interest Coverage See slide 2 for additional information on non-GAAP measures ($ in

See slide 2 for additional information on non-GAAP measures

($ in millions)

2015E

Excluding Preferred Shares

Adjusted EBITDA 6.75% Senior Notes due 2020 10.00% Senior Secured Notes due 2021 New Term Loan / Note 5.25% Senior Notes due 2022

$

359

(1)

$

359

(1)

$

42

$

42

$

35

$

35

$

-

$

-

$

28

$

28

ABL Facility

$

4

$

4

Preferred Shares

$

14

$

-

GE

$

0

$

0

Capital Leases and other

$

0

$

0

Cash Interest Def Fin Fees Premium Interest Expense

$

124

$

110

$

5

$

5

$

(6)

$

(6)

$

123

$

109

Interest Coverage

2.9

3.3

 

(1) Represents Bloomberg Consensus as of June 2015.

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