United States

Securities and Exchange Commission

Washington, D.C. 20549

~~FORM10-Q~~

☒

FORM 10-Q



ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: September ~~30, 2017~~

29, 2018

☐

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number:001-31410

COTT CORPORATION

(Exact name of registrant as specified in its charter)



CANADA		98-0154711
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

~~6525 VISCOUNT~~ 1200 BRITANNIA ROAD EAST MISSISSAUGA, ONTARIO, CANADA		~~L4V 1H6~~L4W 4T5

4221 WEST BOY SCOUT BOULEVARD SUITE 400 TAMPA, FLORIDA, UNITED STATES		33607
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (905) ~~672-1900~~795-6500 and(813) ~~313-1800~~

313-1732

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ý No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule12b-2 of the Exchange Act:



Large accelerated filer	ý	☒	Accelerated filer		☐
				¨
Non-accelerated filer	¨	~~☐ (Do not check if a smaller reporting company)~~	Smaller reporting company		☐¨

			Emerging growth company		☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class		Outstanding at November ~~2, 2017~~ 1, 2018
Common Shares, no par value per share		~~139,298,082~~137,783,507 shares

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION



~~Item 6. Exhibits~~			67

~~SIGNATURES~~			68

~~PART I – FINANCIAL INFORMATION~~

Item 1.

Financial Statements (unaudited)

Cott Corporation

Consolidated Statements of Operations

(in millions of U.S. dollars, except share and per share amounts)

Unaudited

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 October 1,
2016 September 30,
2017 October 1,
2016
Revenue, net
   $ 580.9 $ 476.7 $ 1,698.4 1,102.0
Cost of sales
   288.1 229.0 849.7 510.4


Gross profit
   292.8 247.7 848.7 591.6
Selling, general and administrative expenses
   262.8 225.3 777.8 547.7
(Gain) loss on disposal of property, plant & equipment, net
   (0.4 ) 1.4 4.8 4.6
Acquisition and integration expenses
   3.2 7.4 17.2 20.5


Operating income
   27.2 13.6 48.9 18.8
Other expense (income), net
   1.5 0.2 (1.1 ) —
Interest expense, net
   23.2 14.5 62.1 29.2


Income (loss) from continuing operations before income taxes
   2.5 (1.1 ) (12.1 ) (10.4 )
Income tax expense (benefit)
   0.9 2.9 1.0 (4.8 )


Net income (loss) from continuing operations
   $ 1.6 $ (4.0 ) $ (13.1 ) $ (5.6 )
Net income from discontinued operations, net of income taxes (Note 3)
   43.0 2.9 1.0 12.0


Net income (loss)
   $ 44.6 $ (1.1 ) $ (12.1 ) $ 6.4
Less: Net income attributable tonon-controlling interests - discontinued operations
   2.1 1.5 6.4 4.4


Net income (loss) attributable to Cott Corporation
   $ 42.5 $ (2.6 ) $ (18.5 ) $ 2.0


Net income (loss) per common share attributable to Cott Corporation

Basic:

Continuing operations
   $ 0.01 $ (0.03 ) $ (0.09 ) $ (0.04 )
Discontinued operations
   $ 0.29 $ 0.01 $ (0.04 ) $ 0.06
Net income (loss)
   $ 0.30 $ (0.02 ) $ (0.13 ) $ 0.02
Diluted:

Continuing operations
   $ 0.01 $ (0.03 ) $ (0.09 ) $ (0.04 )
Discontinued operations
   $ 0.29 $ 0.01 $ (0.04 ) $ 0.06
Net income (loss)
   $ 0.30 $ (0.02 ) $ (0.13 ) $ 0.02
Weighted average common shares outstanding (in thousands)

Basic
   139,205 138,195 138,980 124,900
Diluted
   141,003 138,195 138,980 124,900
Dividends declared per common share
   $ 0.06 $ 0.06 $ 0.18 $ 0.18



	For the Three Months Ended						For the Nine Months Ended
	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Revenue, net	$	609.3		$	580.9		$	1,773.7		1,698.4
Cost of sales	298.8			288.1			888.3			849.7
Gross profit	310.5			292.8			885.4			848.7
Selling, general and administrative expenses	279.9			263.2			816.2			778.2
Loss (gain) on disposal of property, plant and equipment, net	1.2			(0.4		)	3.8			4.8
Acquisition and integration expenses	1.6			7.7			10.8			21.7
Operating income	27.8			22.3			54.6			44.0
Other income, net	(0.6		)	(3.4		)	(33.0		)	(6.0		)
Interest expense, net	18.9			23.2			58.3			62.1
Income (loss) from continuing operations before income taxes	9.5			2.5			29.3			(12.1		)
Income tax expense	1.0			0.9			4.0			1.0
Net income (loss) from continuing operations	$	8.5		$	1.6		$	25.3		$	(13.1	)
Net income from discontinued operations, net of income taxes (Note 3)	1.5			43.0			357.5			1.0
Net income (loss)	$	10.0		$	44.6		$	382.8		$	(12.1	)
Less: Net income attributable to non-controlling interests - discontinued operations	—			2.1			0.6			6.4
Net income (loss) attributable to Cott Corporation	$	10.0		$	42.5		$	382.2		$	(18.5	)
Net income (loss) per common share attributable to Cott Corporation
Basic:
Continuing operations	$	0.06		$	0.01		$	0.18		$	(0.09	)
Discontinued operations	$	0.01		$	0.29		$	2.56		$	(0.04	)
Net income (loss)	$	0.07		$	0.30		$	2.74		$	(0.13	)
Diluted:
Continuing operations	$	0.06		$	0.01		$	0.18		$	(0.09	)
Discontinued operations	$	0.01		$	0.29		$	2.51		$	(0.04	)
Net income (loss)	$	0.07		$	0.30		$	2.69		$	(0.13	)
Weighted average common shares outstanding (in thousands)
Basic	138,787			139,205			139,503			138,980
Diluted	141,176			141,003			141,963			138,980
Dividends declared per common share	$	0.06		$	0.06		$	0.18		$	0.18

The accompanying notes are an integral part of these consolidated financial statements.

Cott Corporation

Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~

(in millions of U.S. dollars)

Unaudited

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 October 1,
2016 September 30,
2017 October 1,
2016
Net income (loss)
   $ 44.6 $ (1.1 ) $ (12.1 ) $ 6.4
Other comprehensive income (loss):

Currency translation adjustment
   3.9 (5.9 ) 26.1 (23.8 )
Pension benefit plan, net of tax¹
   (0.2 ) —   (0.4 ) 0.2
Gain (loss) on derivative instruments, net of tax²
   0.5 0.7 (0.5 ) 3.8


Total other comprehensive income (loss)
   4.2 (5.2 ) 25.2 (19.8 )


Comprehensive income (loss)
   $ 48.8 $ (6.3 ) $ 13.1 $ (13.4 )
Less: Comprehensive income attributable tonon-controlling interests
   2.1 1.5 6.4 4.4


Comprehensive income (loss) attributable to Cott Corporation
   $ 46.7 $ (7.8 ) $ 6.7 $ (17.8 )



	For the Three Months Ended						For the Nine Months Ended
	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Net income (loss)	$	10.0		$	44.6		$	382.8		$	(12.1	)
Other comprehensive (loss) income:
Currency translation adjustment	5.1			3.9			(3.6		)	26.1
Pension benefit plan, net of tax ^{1, 2}	—			(0.2		)	16.9			(0.4		)
Loss on derivative instruments, net of tax ³	(5.7		)	0.5			(10.0		)	(0.5		)
Total other comprehensive (loss) income	(0.6		)	4.2			3.3			25.2
Comprehensive income	$	9.4		$	48.8		$	386.1		$	13.1
Less: Comprehensive income attributable to non-controlling interests	—			2.1			0.6			6.4
Comprehensive income attributable to Cott Corporation	$	9.4		$	46.7		$	385.5		$	6.7

______________________

^1.
¹	Net of $3.6 million of associated tax impact that resulted in an increase to the gain on sale of discontinued operations for the nine months ended September 29, 2018.


²	Net of the effect of $0.3 million tax ~~expense~~benefit for the nine months ended September 30, ~~2017, and $0.1~~2017.


³	Net of the effect of $2.0 million and ~~$0.3~~$2.4 million tax benefit for the three and nine months ended ~~October 1, 2016,~~September 29, 2018, respectively.

^2.	~~Net of the effect of $0.8 million and $2.3 million tax benefit for the three and nine months ended October 1, 2016, respectively.~~

The accompanying notes are an integral part of these consolidated financial statements.

Cott Corporation

Consolidated Balance Sheets

(in millions of U.S. dollars, except share amounts)

Unaudited

   September 30,
2017 December 31,
2016
ASSETS

Current assets

Cash & cash equivalents
   $ 82.0 $ 78.1
Accounts receivable, net of allowance of $8.1

($6.3 as of December 31, 2016)
   311.6 276.7
Inventories
   142.3 124.6
Prepaid expenses and other current assets
   22.2 22.1
Current assets of discontinued operations
   426.5 351.7


Total current assets
   984.6 853.2
Property, plant & equipment, net
   590.4 581.8
Goodwill
   1,097.0 1,048.3
Intangible assets, net
   763.9 759.0
Deferred tax assets
   2.2 —
Other long-term assets, net
   36.8 24.0
Long-term assets of discontinued operations
   673.6 673.4


Total assets
   $ 4,148.5 $ 3,939.7


LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt
   $ 2.6 $ 2.9
Accounts payable and accrued liabilities
   453.1 368.0
Current liabilities of discontinued operations
   519.1 439.2


Total current liabilities
   974.8 810.1
Long-term debt
   1,534.0 851.4
Deferred tax liabilities
   131.9 155.0
Other long-term liabilities
   67.5 75.4
Long-term liabilities of discontinued operations
   566.5 1,174.0


Total liabilities
   3,274.7 3,065.9
Equity

Common shares, no par - 139,268,878

(December 31, 2016 -138,591,100) shares issued
   915.5 909.3
Additionalpaid-in-capital
   63.3 54.2
(Accumulated deficit) retained earnings
   (20.7 ) 22.9
Accumulated other comprehensive loss
   (92.7 ) (117.9 )


Total Cott Corporation equity
   865.4 868.5
Non-controlling interests
   8.4 5.3


Total equity
   873.8 873.8


Total liabilities and equity
   $ 4,148.5 $ 3,939.7



	September 29, 2018			December 30, 2017
ASSETS
Current assets
Cash and cash equivalents	$	175.7		$	91.9
Accounts receivable, net of allowance of $9.4 ($7.8 as of December 30, 2017)	331.9			285.0
Inventories	136.6			127.6
Prepaid expenses and other current assets	29.7			20.7
Current assets of discontinued operations	—			408.7
Total current assets	673.9			933.9
Property, plant and equipment, net	591.5			584.2
Goodwill	1,129.1			1,104.7
Intangible assets, net	732.4			751.1
Deferred tax assets	1.4			2.3
Other long-term assets, net	31.8			39.4
Long-term assets of discontinued operations	—			677.5
Total assets	$	3,160.1		$	4,093.1
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings	$	9.0		$	—
Short-term borrowings required to be repaid or extinguished as part of divestiture	—			220.3
Current maturities of long-term debt	3.1			5.1
Accounts payable and accrued liabilities	463.4			412.9
Current liabilities of discontinued operations	—			295.1
Total current liabilities	475.5			933.4
Long-term debt	1,262.9			1,542.6
Debt required to be repaid or extinguished as part of divestiture	—			519.0
Deferred tax liabilities	132.8			98.4
Other long-term liabilities	74.8			68.2
Long-term liabilities of discontinued operations	—			45.8
Total liabilities	1,946.0			3,207.4
Equity
Common shares, no par value - 138,105,592 (December 30, 2017 - 139,488,805) shares issued	911.3			917.1
Additional paid-in-capital	72.7			69.1
Retained earnings (accumulated deficit)	321.2			(12.2		)
Accumulated other comprehensive loss	(91.1		)	(94.4		)
Total Cott Corporation equity	1,214.1			879.6
Non-controlling interests	—			6.1
Total equity	1,214.1			885.7
Total liabilities and equity	$	3,160.1		$	4,093.1

The accompanying notes are an integral part of these consolidated financial statements.

Cott Corporation

Consolidated Statements of Cash Flows

(in millions of U.S. dollars)

Unaudited

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 October 1,
2016 September 30,
2017 October 1,
2016
Cash flows from operating activities of continuing operations:

Net income (loss)
   $ 44.6 $ (1.1 ) $ (12.1 ) $ 6.4
Net income from discontinued operations, net of income taxes
   43.0 2.9 1.0 12.0


Net income (loss) from continuing operations
   1.6 (4.0 ) (13.1 ) (5.6 )
Adjustments to reconcile net income (loss) from continuing operations to cash flows from operating activities:

Depreciation & amortization
   49.4 41.2 141.8 102.6
Amortization of financing fees
   0.6 0.3 1.4 0.3
Amortization of senior notes premium
   (1.1 ) (1.5 ) (3.9 ) (4.4 )
Share-based compensation expense
   2.1 (0.9 ) 11.1 4.0
Benefit for deferred income taxes
   (3.1 ) 1.3 1.4 (11.3 )
Unrealized commodity hedging gain, net
   (0.4 ) (1.0 ) (1.9 ) (0.8 )
Gain on extinguishment of debt, net
   —   —   (1.5 ) —
(Gain) loss on disposal of property, plant & equipment, net
   (0.4 ) 1.4 4.8 4.6
Othernon-cash items
   (8.4 ) 8.5 (13.2 ) 7.7
Change in operating assets and liabilities, net of acquisitions:

Accounts receivable
   (16.4 ) 4.6 (36.7 ) (18.5 )
Inventories
   (4.9 ) 7.4 (14.5 ) 10.6
Prepaid expenses and other current assets
   2.5 1.6 (0.3 ) (3.5 )
Other assets
   0.7 (1.0 ) 4.8 0.6
Accounts payable and accrued liabilities and other liabilities
   24.0 (6.8 ) 58.5 (14.4 )


Net cash provided by operating activities from continuing operations
   46.2 51.1 138.7 71.9


Cash flows from investing activities of continuing operations:

Acquisitions, net of cash received
   (3.4 ) (912.5 ) (33.4 ) (958.7 )
Additions to property, plant & equipment
   (38.2 ) (32.4 ) (97.1 ) (69.3 )
Additions to intangible assets
   (3.4 ) (1.2 ) (6.0 ) (2.3 )
Proceeds from sale of property, plant & equipment
   3.1 1.3 6.0 1.5
Other investing activities
   0.5 —   0.9 —


Net cash used in investing activities from continuing operations
   (41.4 ) (944.8 ) (129.6 ) (1,028.8 )

Cash flows from financing activities of continuing operations:

Payments of long-term debt
   (0.3 ) (0.8 ) (101.9 ) (0.9 )
Issuance of long-term debt
   —   —   750.0 498.7
Premiums and costs paid upon extinguishment of long-term debt
   —   —   (7.7 ) —
Issuance of common shares
   2.1 2.4 2.9 366.6
Common shares repurchased and cancelled
   (0.1 ) (3.4 ) (1.9 ) (4.5 )
Financing fees
   —   (9.6 ) (11.1 ) (9.6 )
Dividends paid to common shareholders
   (8.4 ) (8.4 ) (25.1 ) (23.1 )
Payment of contingent consideration for acquisitions
   —   (10.8 ) —   (10.8 )
Other financing activities
   —   —   0.5 —


Net cash (used in) provided by financing activities from continuing operations
   (6.7 ) (30.6 ) 605.7 816.4


Cash flows from discontinued operations:

Operating activities of discontinued operations
   47.4 44.9 56.1 87.5
Investing activities of discontinued operations
   (13.3 ) (8.2 ) (36.7 ) (29.3 )
Financing activities of discontinued operations
   (9.2 ) 257.9 (610.5 ) 128.3


Net cash provided by (used in) discontinued operations
   24.9 294.6 (591.1 ) 186.5


Effect of exchange rate changes on cash
   2.0 (4.0 ) 6.4 (4.2 )


Net increase (decrease) in cash, cash equivalents and restricted cash
   25.0 (633.7 ) 30.1 41.8
Cash, cash equivalents and restricted cash, beginning of period
   123.2 752.6 118.1 77.1


Cash & cash equivalents, end of period
   148.2 118.9 148.2 118.9
Cash & cash equivalents of discontinued operations, end of period
   66.2 27.5 66.2 27.5


Cash & cash equivalents from continuing operations, end of period
   $ 82.0 $ 91.4 $ 82.0 $ 91.4


SupplementalNon-cash Investing and Financing Activities:

Accrued deferred financing fees
   $ —   $ 0.7 $ 0.6 $ 0.7
Additions to property, plant & equipment through accounts payable and accrued liabilities and other liabilities
   6.8 5.8 6.9 7.1
Supplemental Disclosures of Cash Flow Information:

Cash paid for interest
   $ 12.6 $ 17.5 $ 45.4 $ 35.1
Cash (received) paid for income taxes, net
   (0.1 ) 0.2 1.7 4.2



	For the Three Months Ended						For the Nine Months Ended
	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Cash flows from operating activities of continuing operations:
Net income (loss)	$	10.0		$	44.6		$	382.8		$	(12.1	)
Net income from discontinued operations, net of income taxes	1.5			43.0			357.5			1.0
Net income (loss) from continuing operations	8.5			1.6			25.3			(13.1		)
Adjustments to reconcile net income (loss) from continuing operations to cash flows from operating activities:
Depreciation and amortization	49.6			49.4			145.7			141.8
Amortization of financing fees	0.9			0.6			2.6			1.4
Amortization of senior notes premium	—			(1.1		)	(0.4		)	(3.9		)
Share-based compensation expense	6.8			2.1			14.6			11.1
(Benefit) provision for deferred income taxes	0.1			(3.1		)	2.8			1.4
Commodity hedging (gain) loss, net	—			(0.4		)	0.3			(1.9		)
Gain on extinguishment of debt	—			—			(7.1		)	(1.5		)
Gain on sale of business	—			—			(6.0		)	—
Loss (gain) on disposal of property, plant and equipment, net	1.2			(0.4		)	3.8			4.8
Other non-cash items	0.8			(8.4		)	(1.3		)	(13.2		)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	(21.8		)	(16.4		)	(41.0		)	(36.7		)
Inventories	4.3			(4.9		)	(9.4		)	(14.5		)
Prepaid expenses and other current assets	(0.8		)	2.5			(7.4		)	(0.3		)
Other assets	0.2			0.7			1.4			4.8
Accounts payable and accrued liabilities and other liabilities	28.4			24.0			22.2			58.5
Net cash provided by operating activities from continuing operations	78.2			46.2			146.1			138.7
Cash flows from investing activities of continuing operations:
Acquisitions, net of cash received	(0.4		)	(3.4		)	(67.0		)	(33.4		)
Additions to property, plant and equipment	(36.3		)	(38.2		)	(95.0		)	(97.1		)
Additions to intangible assets	(2.7		)	(3.4		)	(6.9		)	(6.0		)
Proceeds from sale of property, plant and equipment	0.8			3.1			3.7			6.0
Proceeds from sale of business, net of cash sold	—			—			12.8			—
Proceeds from sale of equity securities	7.9			—			7.9			—
Other investing activities	0.1			0.5			0.4			0.9
Net cash used in investing activities from continuing operations	(30.6		)	(41.4		)	(144.1		)	(129.6		)



Cash flows from financing activities of continuing operations:
Payments of long-term debt	(0.2		)	(0.3		)	(263.5		)	(101.9		)
Issuance of long-term debt	—			—			—			750.0
Borrowings under ABL	0.4			—			1.4			—
Payments under ABL	(0.4		)	—			(1.4		)	—
Premiums and costs paid upon extinguishment of long-term debt	—			—			(12.5		)	(7.7		)
Issuance of common shares	1.8			2.1			6.0			2.9
Common shares repurchased and canceled	(24.4		)	(0.1		)	(46.1		)	(1.9		)
Financing fees	—			—			(1.5		)	(11.1		)
Dividends paid to common shareholders	(8.3		)	(8.4		)	(25.1		)	(25.1		)
Payment of deferred consideration for acquisitions	—			—			(2.8		)	—
Other financing activities	1.9			—			4.0			0.5
Net cash (used in) provided by financing activities from continuing operations	(29.2		)	(6.7		)	(341.5		)	605.7
Cash flows from discontinued operations:
Operating activities of discontinued operations	(5.6		)	47.4			(93.6		)	56.1
Investing activities of discontinued operations	—			(13.3		)	1,228.6			(36.7		)
Financing activities of discontinued operations	—			(9.2		)	(769.7		)	(610.5		)
Net cash (used in) provided by discontinued operations	(5.6		)	24.9			365.3			(591.1		)
Effect of exchange rate changes on cash	0.5			2.0			(8.0		)	6.4
Net increase in cash, cash equivalents and restricted cash	13.3			25.0			17.8			30.1
Cash and cash equivalents and restricted cash, beginning of period	162.4			123.2			157.9			118.1
Cash and cash equivalents and restricted cash, end of period	175.7			148.2			175.7			148.2
Cash and cash equivalents and restricted cash of discontinued operations, end of period	—			66.2			—			66.2
Cash and cash equivalents and restricted cash from continuing operations, end of period	$	175.7		$	82.0		$	175.7		$	82.0
Supplemental Non-cash Investing and Financing Activities:
Accrued deferred financing fees	$	—		$	—		$	—		$	0.6
Dividends payable	—			—			0.4			—
Additions to property, plant and equipment through accounts payable and accrued liabilities and other liabilities	13.5			6.8			17.5			6.9
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	0.7		$	12.6		$	47.1		$	45.4
Cash paid (received) for income taxes, net	4.2			(0.1		)	6.4			1.7

The accompanying notes are an integral part of these consolidated financial statements.

Cott Corporation

Consolidated Statements of Equity

(in millions of U.S. dollars, except share amounts)

Unaudited

   Cott Corporation Equity
   Number of
Common
Shares
(In thousands) Common
Shares Additional
Paid-in-
Capital Retained
Earnings
(Accumulated
Deficit) Accumulated
Other
Comprehensive
(Loss) Income Non-
Controlling
Interests Total
Equity
Balance at January 2, 2016
   109,695 $ 534.7 $ 51.2 $ 129.6 $ (76.2 ) $ 6.6 $ 645.9
Cumulative effect adjustment
   —   —   —   2.8 —   —   2.8
Common shares repurchased and cancelled
   (302 ) (4.5 ) —   —   —   —   (4.5 )
Common shares issued - Equity Incentive Plan
   1,012 12.5 (3.7 ) —   —   —   8.8
Common shares issued - Equity issuance
   27,853 363.6 —   —   —   —   363.6
Common shares issued - Dividend Reinvestment Plan
   14 0.2 —   —   —   —   0.2
Common shares issued - Employee Stock Purchase Plan
   74 0.9 (0.1 ) —   —   —   0.8
Share-based compensation
   —   —   5.7 —   —   —   5.7
Common shares dividends
   —   —   —   (23.1 ) —   —   (23.1 )
Distributions tonon-controlling interests
   —   —   —   —   —   (5.9 ) (5.9 )
Comprehensive (loss) income

Currency translation adjustment
   —   —   —   —   (23.8 ) —   (23.8 )
Pension benefit plan, net of tax
   —   —   —   —   0.2 —   0.2
Unrealized gain on derivative instruments, net of tax
   —   —   —   —   3.8 —   3.8
Net income
   —   —   —   2.0 —   4.4 6.4


Balance at October 1, 2016
   138,346 $ 907.4 $ 53.1 $ 111.3 $ (96.0 ) $ 5.1 $ 980.9


Balance at December 31, 2016
   138,591 $ 909.3 $ 54.2 $ 22.9 $ (117.9 ) $ 5.3 $ 873.8
Common shares repurchased and cancelled
   (165 ) (1.9 ) —   —   —   —   (1.9 )
Common shares issued - Equity Incentive Plan
   708 6.4 (5.0 ) —   —   —   1.4
Common shares issued - Dividend Reinvestment Plan
   27 0.3 —   —   —   —   0.3
Common shares issued - Employee Stock Purchase Plan
   108 1.4 (0.2 ) —   —   —   1.2
Share-based compensation
   —   —   14.3 —   —   —   14.3
Common shares dividends
   —   —   —   (25.1 ) —   —   (25.1 )
Distributions tonon-controlling interests
   —   —   —   —   —   (3.3 ) (3.3 )
Comprehensive income (loss)

Currency translation adjustment
   —   —   —   —   26.1 —   26.1
Pension benefit plan, net of tax
   —   —   —   —   (0.4 ) —   (0.4 )
Loss on derivative instruments, net of tax
   —   —   —   —   (0.5 ) —   (0.5 )
Net (loss) income
   —   —   —   (18.5 ) —   6.4 (12.1 )


Balance at September 30, 2017
   139,269 $ 915.5 $ 63.3 $ (20.7 ) $ (92.7 ) $ 8.4 $ 873.8



	Cott Corporation Equity
	Number of Common Shares (In thousands)		Common Shares			Additional Paid-in- Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Non- Controlling Interests			Total Equity
Balance at December 31, 2016	138,591		$	909.3		$	54.2		$	22.9		$	(117.9	)	$	5.3		$	873.8
Common shares repurchased and canceled	(165	)	(1.9		)	—			—			—			—			(1.9		)
Common shares issued - Equity Incentive Plan	708		6.4			(5.0		)	—			—			—			1.4
Common shares issued - Dividend Reinvestment Plan	27		0.3			—			—			—			—			0.3
Common shares issued - Employee Stock Purchase Plan	108		1.4			(0.2		)	—			—			—			1.2
Share-based compensation	—		—			14.3			—			—			—			14.3
Common shares dividends	—		—			—			(25.1		)	—			—			(25.1		)
Distributions to non-controlling interests	—		—			—			—			—			(3.3		)	(3.3		)
Comprehensive income (loss)
Currency translation adjustment	—		—			—			—			26.1			—			26.1
Pension benefit plan, net of tax	—		—			—			—			(0.4		)	—			(0.4		)
Loss on derivative instruments, net of tax	—		—			—			—			(0.5		)	—			(0.5		)
Net (loss) income	—		—			—			(18.5		)	—			6.4			(12.1		)
Balance at September 30, 2017	139,269		$	915.5		$	63.3		$	(20.7	)	$	(92.7	)	$	8.4		$	873.8
Balance at December 30, 2017	139,489		$	917.1		$	69.1		$	(12.2	)	$	(94.4	)	$	6.1		$	885.7
Common shares repurchased and canceled	(2,930	)	(22.8		)	—			(23.3		)	—			—			(46.1		)
Common shares issued - Equity Incentive Plan	1,462		15.8			(10.9		)	—			—			—			4.9
Common shares issued - Dividend Reinvestment Plan	17		0.2			—			—			—			—			0.2
Common shares issued - Employee Stock Purchase Plan	68		1.0			(0.1		)	—			—			—			0.9
Share-based compensation	—		—			14.6			—			—			—			14.6
Common shares dividends	—		—			—			(25.5		)	—			—			(25.5		)
Distributions to non-controlling interests	—		—			—			—			—			(0.9		)	(0.9		)
Sale of subsidiary shares of non-controlling interests	—		—			—			—			—			(5.8		)	(5.8		)
Comprehensive (loss) income
Currency translation adjustment	—		—			—			—			(3.6		)	—			(3.6		)
Pension benefit plan, net of tax	—		—			—			—			16.9			—			16.9
Loss on derivative instruments, net of tax	—		—			—			—			(10.0		)	—			(10.0		)
Net income	—		—			—			382.2			—			0.6			382.8
Balance at September 29, 2018	138,106		$	911.3		$	72.7		$	321.2		$	(91.1	)	$	—		$	1,214.1

The accompanying notes are an integral part of these consolidated financial statements.

Cott Corporation

Notes to the Consolidated Financial Statements

Unaudited

Note 1—Business and Recent Accounting Pronouncements

Description of Business

As used herein, “Cott,” “the Company,” “our Company,” “Cott Corporation,” “we,” “us,” or “our” refers to Cott Corporation, together with its consolidated subsidiaries. Cott is a ~~diversified beverage~~water, coffee, tea, extracts and filtration service company with a leading volume-based national presence in the North ~~America~~American and European home and office delivery ~~(“HOD”)~~ industry for bottled water, and a leader in custom coffee roasting, ~~and blending of~~ iced tea blending, and extract solutions for the U.S. foodservice ~~industry, and a leader in the production of beverages on behalf of retailers, brand owners and distributors.~~industry. Our platform reaches over ~~2.3~~2.5 million customers or delivery points across North America and Europe and is supported by strategically located sales and distribution facilities and fleets, as well as wholesalers and distributors. This enables us to efficiently service residences, businesses, restaurant chains, hotels and motels, small and large retailers, and healthcare facilities.

On July 24, 2017, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Refresco Group N.V., a Netherlands limited liability company (“Refresco”), pursuant to which we will sell to Refresco our carbonated soft drinks (“CSDs”) and juice businesses via the sale of our North America, United Kingdom (“U.K.”) and Mexico business units (including the Canadian business) and our Royal Crown International (“RCI”) finished goods export business (collectively, “Traditional Business”). Accordingly, as a result of the sale of the Traditional Business representing a strategic shift in our operations, those businesses are presented herein as discontinued operations. See Note 3 to the consolidated financial statements for additional information on discontinued operations. The Traditional Business excludes our Route Based Services and Coffee, Tea and Extract Solutions reporting segments, and RCI concentrate business, the Columbus manufacturing facility and our Aimia Foods (“Aimia”) business.

Basis of Presentation

The accompanying interim unaudited ~~consolidated financial statements~~Consolidated Financial Statements have been prepared in accordance with the instructions to Form10-Q and Article 10 of RegulationS-X and in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of our results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. The ~~consolidated balance sheet~~Consolidated Balance Sheet as of December ~~31, 2016~~30, 2017 included herein was derived from the audited consolidated financial statements included in our Annual Report on Form10-K for the fiscal year ended December ~~31, 2016 (“2016~~30, 2017 (our “2017 Annual Report”). This Quarterly Report on Form10-Q should be read in conjunction with the annual audited ~~consolidated financial statements~~Consolidated Financial Statements and accompanying notes in our ~~2016~~2017 Annual Report. The accounting policies used in these interim ~~consolidated financial statements~~Consolidated Financial Statements are consistent with those used in the annual ~~consolidated financial statements.~~

Consolidated Financial Statements.

The presentation of these interim ~~consolidated financial statements~~Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the ~~consolidated financial statements~~Consolidated Financial Statements and accompanying notes.

Changes in Presentation

Our corporate oversight function is not treated as a segment; it includes certain general and administrative costs that are not allocated to any of our reporting segments. During the ~~third~~second quarter of ~~2017,~~2018, we ~~reviewed our reporting segments as a result of~~combined and disclosed the Refresco transaction. Following such review, we reorganized our reporting segments into three reporting segments: Route Based Services (which includes our DS Services of America, Inc. (“DSS”), Aquaterra Corporation (“Aquaterra”) and Eden Springs Europe B.V. (“Eden”) businesses), Coffee, Tea & Extract Solutions (which includes our S. & D. Coffee, Inc. (“S&D”) business) andcorporate oversight function in the All Other ~~(which includes our Aimia and RCI concentrate businesses, the Columbus manufacturing facility and other miscellaneous expenses). Segment~~category. Our segment reporting results have been recast to reflect these changes for all periods presented.

~~Changes~~ See Note 9 to the Consolidated Financial Statements for segment reporting.

~~Certain~~the Consolidated Statements of Operations for the three and nine months ended September 30, 2017. Cash flows from the Company’s discontinued operations are presented in the Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2017. See Note 3 to the Consolidated Financial Statements for additional information on discontinued operations.

Subsequent to the completion of the Transaction, management re-evaluated the measure of profit for our reportable segments and determined that excluding corporate allocations from segment operating income was appropriate as these costs are not considered by management when evaluating performance. Operating income for the prior ~~period amounts~~periods have been ~~reclassified~~recast to ~~conform~~reflect this change. See Note 9 to ~~current period presentation in~~ the accompanying consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows. These reclassifications had no effect on operations, results of operations or net cash provided by operating activities.

Consolidated Financial Statements for segment reporting.

Significant Accounting Policies

Included in Note 1 of ~~the 2016~~our 2017 Annual Report is a summary of the Company’s significant accounting policies. Provided below is a summary of additional accounting policies that are significant to the financial results of the Company.

Cost of sales

We record costs associated with the manufacturing of our products in ~~costs~~cost of sales. Shipping and handling costs incurred to store, prepare and move products between production facilities or from production facilities to branch locations or storage facilities are recorded in cost of sales. ~~Costs incurred in shipment of products from our production facilities to customer locations are also reflected in cost of sales, with the exception of shipping~~Shipping and handling costs incurred to deliver products from our Route Based Services and Coffee, Tea and Extract Solutions reporting segment branch locations to theend-user consumer of those products ~~which~~ are recorded in selling, general and administrative (“SG&A”) expenses. ~~These shipping~~All other costs incurred in the shipment of products from our production facilities to customer locations are reflected in cost of sales. Shipping and handling costs ~~totaled~~included in SG&A expenses were $121.8 million and $358.6 million for the three and nine months ended September 29, 2018, respectively, and $123.2 million and $339.0 million for the three and nine months ended September 30, 2017, ~~respectively, and $92.4 million and $240.3 million for the three and nine months ended October 1, 2016,~~ respectively. Finished goods inventory costs include the cost of direct labor and materials and the applicable share of overhead expense chargeable to production.

Goodwill

Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is not amortized, but instead is tested for impairment at least annually. The following table summarizes our goodwill on a reporting segment basis as of September ~~30, 2017:~~

   Reporting Segment
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All Other    Total
Balance December 31, 2016
   $ 886.5    $ 117.1    $ 44.7    $ 1,048.3
Goodwill acquired during the year
   7.0    —      1.3    8.3
Adjustments¹
   0.1    0.7    —      0.8
Foreign exchange
   35.6    —      4.0    39.6








Balance September 30, 2017
   $ 929.2    $ 117.8    $ 50.0    $ 1,097.0

^1.

~~During the nine months ended September 30, 2017,~~29, 2018:



	Reporting Segment
(in millions of U.S. dollars)	Route Based Services			Coffee, Tea and Extract Solutions		All Other			Total
Balance at December 30, 2017	$	936.7		$	117.8	$	50.2		$	1,104.7
Goodwill acquired during the year	30.2			—		7.5			37.7
Adjustments ¹	(2.7		)	—		—			(2.7		)
Foreign exchange	(9.0		)	—		(1.6		)	(10.6		)
Balance at September 29, 2018	$	955.2		$	117.8	$	56.1		$	1,129.1

______________________

¹ During the nine months ended September 29, 2018, we recorded adjustments to goodwill allocated ~~to the Route Based Services and the Coffee, Tea and Extract Solutions segments in connection with the acquisitions of Eden and S&D (see Note 4 to the consolidated financial statements).~~

~~Discontinued Operations~~

In July 2017, the Company’s Board of Directors committed to a plan to sell our Traditional Business. The closing of the transaction is subject to certain customary closing conditions, including regulatory approval from the United Kingdom. Approval from Refresco’s stockholders was received in September 2017 and accordingly, the Company has presented this portion of our business as discontinued operations beginning in the third quarter of 2017. The Company has reclassified the financial results of the Traditional Business to net income from discontinued operations, net of income taxes in the consolidated statements of operations for all periods presented. The Company has also reclassified the related assets and liabilities as current and long-term assets and liabilities of discontinued operations on the accompanying consolidated balance sheets as of September 30, 2017 and December 31, 2016. Cash flows from the Company’s discontinued operations are presented in the consolidated statements of cash flows for all periods presented. See Note 3 to the ~~consolidated financial statements for additional information on discontinued operations.~~

Route Based Services segment in connection with the acquisitions of Crystal Rock (see Note 5 to the Consolidated Financial Statements).

Recently adopted accounting pronouncements

~~In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)2015-11~~ – Inventory (Topic 330) to simplify the accounting for inventory. The guidance requires entities to measure most inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted the provisions of this guidance effective January 1, 2017, and applied it prospectively to all periods presented. The adoption of this standard did not have a material impact on the Company’s financial statements.

~~In March 2016, the FASB issued ASU2016-09—Compensation~~ – Stock Compensation (Topic 718). We elected to early adopt this standard in the fourth quarter of 2016, effective as of the beginning of the Company’s 2016 fiscal year. Amendments requiring the recognition of excess tax benefits and tax deficiencies within the consolidated statements of operations were adopted prospectively and resulted in an increase of $1.0 million and $1.2 million in income tax benefit and net income (loss) from continuing operations for the three and nine months ended October 1, 2016.

~~Recently issued accounting pronouncements~~

Changes to GAAP are established by the FASB in the form of ASUs or the issuance of new standards to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements.

Update ASU2014-09 – Revenue from Contracts with Customers (Topic 606)

In May 2014, the ~~FASB~~Financial Accounting Standards Board (“FASB”) amended its guidance regarding revenue recognition and created a new Topic 606, Revenue from Contracts with Customers. The objectives for creating Topic 606 were to remove inconsistencies and weaknesses in revenue recognition, provide a more robust framework for addressing revenue issues, provide more useful information to users of the financial statements through improved disclosure requirements, simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer, and improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, an entity should apply the following steps: 1) identify the contract(s) with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when (or as) the entity satisfies a performance obligation. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the amendment recognized at the date of initial application.

~~During the first half of~~

Effective December 31, 2017, we ~~hired~~adopted FASB Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 was applied using the modified retrospective method. Adoption of this standard did not result in a ~~third-party consultant~~cumulative adjustment to the opening balance of retained earnings at December 31, 2017 and did not have any other material effect on the results of operations, financial position or cash flows of the Company for the three and nine months ended September 29, 2018 (see Note 4 to the Consolidated Financial Statements).

Update ASU 2017-01 – Business Combinations (Topic 805)

In January 2017, the FASB amended its guidance regarding business combinations. The amendment clarified the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide an analysis of fair value of assets acquired to determine when a set of assets is not a business, and uses more stringent criteria related to inputs, substantive process, and outputs to determine if a business exists. We adopted the guidance in this amendment effective December 31, 2017, and applied it prospectively to all periods presented. Adoption of this new standard may result in more transactions being accounted for as asset acquisitions versus business combinations; however, the impact on our Consolidated Financial Statements in future periods will depend on the facts and circumstances of future transactions.

Update ASU 2017-07 – Compensation—Retirement Benefits (Topic 715)

Effective December 31, 2017, we adopted the guidance in this amendment retrospectively. The new standard requires that only the service cost component of periodic benefit cost is recorded in SG&A expenses. All other components of net periodic benefit cost are excluded from operating income. Adoption of this standard resulted in a $4.9 million decrease to operating income for the three and nine months ended September 30, 2017.

Update ASU 2017-09 – Stock Compensation – Scope of Modification Accounting (Topic 718)

In May 2017, the FASB amended its guidance regarding the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public entities for reporting periods for which financial statements have not yet been issued. We adopted the guidance in this amendment effective December 31, 2017, and applied it prospectively to all periods presented. The adoption of this standard ~~developed~~did not have a ~~scoping phase project plan, identified an inventory of revenue streams and are currently in the contract review phase. We are continuing~~material impact on our progress in the contract review phase and are identifying gaps between our current revenue recognition policies and the new standard so that we can quantify and assess the impact to our consolidated financial statements.

Consolidated Financial Statements.

Recently issued accounting pronouncements

Update ASU2016-02 – Leases (Topic 842)

In February 2016, the FASB issued an update to its guidance on lease ~~accounting.~~accounting for lessees and lessors. This update revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The distinction between finance and operating leases has not changed and the update does not significantly change the effect of finance and operating leases on the ~~consolidated statements~~Consolidated Statements of ~~operations~~Operations and the ~~consolidated statements~~Consolidated Statements of ~~cash flows.~~Cash Flows. Additionally, this update requires both qualitative and specific quantitative disclosures. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. ~~At adoption, this update will be applied using a~~A modified retrospective ~~approach.~~ transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

We are currently assessing the impact of adoption of this standard on our ~~consolidated financial statements.~~

Consolidated Financial Statements. The Company is evaluating the standard’s applicability to our various contractual arrangements. We currently believe that the most significant changes relate to the recognition of new right of use assets and lease liabilities for real estate and equipment leases, which will result in future increases to our assets and liabilities on our Consolidated Balance Sheets. We believe that substantially all of our lessee lease arrangements will continue to be classified as operating leases under the new standard. Additionally, we had $19.9 million of deferred gains at December 31, 2016 associated with sale-leaseback transactions which are currently being amortized over the leaseback term. Upon adoption of this standard, we will be required to recognize the unamortized deferred gain at January 1, 2017 as a cumulative effect adjustment to equity. In addition, upon adoption of this standard, deferred gains related to the sale-leaseback transactions completed in 2017 of $7.9 million at December 30, 2017 will be recognized in net income (loss) from discontinued operations, net of income taxes in the Consolidated Statement of Operations for the year ended December 30, 2017.

The standard also requires lessors to classify leases as sales-type, direct financing or operating leases, similar to existing guidance. We believe that substantially all of our lessor lease arrangements will continue to be classified as operating leases under the new standard.

Update ASU2016-13 – Financial Instruments—Credit Losses (Topic 326)

In June 2016, the FASB amended its guidance to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The amended guidance also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption will be permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This guidance will be applied using a prospective or modified retrospective transition method, depending on the area covered in this update. We are currently assessing the impact of adoption of this standard on our ~~consolidated financial statements.~~

Consolidated Financial Statements.

Update ASU~~2017-01~~ ~~– Business Combinations (Topic 805)~~

In January 2017, the FASB amended its guidance regarding business combinations. The amendment clarified the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide an analysis of fair value of assets acquired to determine when a set of assets is not a business, and uses more stringent criteria related to inputs, substantive process, and outputs to determine if a business exists. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied prospectively on or after the effective date with no requirement for disclosures at transition. We are currently assessing the impact of adoption of this standard on our consolidated financial statements.

~~Update ASU2017-04~~ ~~– Intangibles—Goodwill and Other (Topic 350)~~

In January 2017, the FASB amended its guidance regarding goodwill impairment. The amendments remove certain conditions of the goodwill impairment test and simplify the computation of impairment. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for any tests performed after January 1, 2017. The amendments in this update should be applied prospectively, with disclosure required as to the nature of and reason for the change in accounting principle upon transition. We are currently assessing the impact of adoption of this standard on our consolidated financial statements.

~~Update ASU2017-07~~ ~~– Compensation—Retirement Benefits (Topic 715)~~

In March 2017, the FASB issued an update to its guidance on presentation of net periodic pension cost and net periodic post-retirement pension cost, and requires the service cost component to be presented in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. At adoption, this update will be applied retrospectively for the presentation of the service cost component and other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on or after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. We are currently assessing the impact of adoption of this standard on our consolidated financial statements.

~~Update ASU~~2017-08 – Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20)

In March 2017, the FASB amended its guidance on accounting for debt securities. The amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. At adoption, this update will be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. We are currently assessing the impact of adoption of this standard on our ~~consolidated financial statements.~~

Consolidated Financial Statements.

Update ASU~~2017-09~~ 2018-02 – ~~Stock Compensation – Scope of Modification Accounting~~Income Statement—Reporting Comprehensive Income (Topic ~~718)~~

220)

In ~~May 2017,~~February 2018, the FASB amended its guidance ~~regarding~~which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the ~~scope of modification accounting for share-based compensation arrangements. The amendments provide guidance~~comprehensive tax legislation enacted by the U.S. government on December 22, 2017 commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) and requires certain disclosures about ~~which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718.~~stranded tax effects. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, ~~2017.~~2018, including interim periods within those fiscal years, with early adoption permitted, and may be applied in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate tax rate in the Tax Act is recognized. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements.

Update ASU 2018-05 – Income Taxes—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (Topic 740)

In March 2018, the FASB amended its guidance regarding Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). On December 22, 2017, the U.S. government enacted the Tax Act, which makes broad and complex changes to the U.S. tax code that will affect the Company’s fiscal year 2018. The U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cut and Jobs Act (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for entities to complete the accounting under ASC 740. In accordance with SAB 118, an entity must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that an entity’s accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. If an entity cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company has applied SAB 118, and has recorded a provisional estimate related to certain 2017 effects of the Tax Act, and has provided the required disclosures (see Note 7 to the Consolidated Financial Statements).

Update ASU 2018-07 – Compensation—Improvements to Nonemployee Share-Based Payment Accounting (Topic 718)

In June 2018, the FASB amended its guidance to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amended guidance also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is ~~permitted, including~~permitted. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

Update ASU 2018-11 – Leases—Targeted Improvements (Topic 842)

In July 2018, the FASB amended its guidance on lease accounting for lessees and lessors. The amended guidance provides entities with an additional and optional transition method to adopt ASC 842, where the entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in ~~any interim~~the period of adoption. The amended guidance also provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component, instead to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC 606and both of the following are met: 1) the timing and pattern of transfer of the non-lease component or components and associated lease component are the same; and 2) the lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity must account for the combined component as an operating lease in accordance with ASC 842. For public entities ~~for reporting periods for which financial statements~~that have not ~~yet been issued.~~adopted ASC 842, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements.

Update ASU 2018-13 – Fair Value Measurement (Topic 820)

In August 2018, the FASB amended its guidance on disclosure requirements for fair value measurement. The update amends existing fair value measurement disclosure requirements by adding, changing, or removing certain disclosures. The amendments in this update ~~should be applied prospectively to an award~~are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified ~~on or after~~disclosures upon issuance of this update while delaying adoption of the ~~adoption~~additional disclosures until their effective date. We are currently assessing the impact of adoption of this standard on our ~~consolidated financial statements.~~

Consolidated Financial Statements.

Update ASU~~2017-12~~ 2018-14 – ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~

Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)

In August ~~2017,~~2018, the FASB amended its guidance ~~regarding the improvement of accounting~~on disclosure requirements for ~~hedging transactions. This new standard simplifies~~defined benefit plans. The update amends existing annual disclosure requirements applicable to all employers that sponsor defined benefit pension and ~~expands the eligible hedging strategies for financial~~other postretirement plans by adding, removing, and~~non-financial~~ ~~risks. It also enhances the transparency of how hedging results are presented and disclosed. Further, the new standard provides partial relief on the timing of~~ clarifying certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings. The guidance is designed to align hedge accounting with a company’s risk management activities and simplifies its application through targeted improvements by expanding the list of items eligible to be hedged and amending the methods used to measure the effectiveness of hedging relationships. Additionally it prescribes how hedging results should be presented and requires incremental disclosures. The amendments in this update are effective for fiscal years beginning after December 15, ~~2018,~~2020, with early adoption permitted, and ~~interim~~are to be applied on a retrospective basis to all periods ~~within those fiscal years. Early application is permitted in any interim period after issuance of this update.~~presented. We are currently assessing the impact of adoption of this standard on our ~~consolidated financial statements.~~

Consolidated Financial Statements.

Update ASU 2018-15 – Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)

In August 2018, the FASB amended its guidance on customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This update also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted, including adoption in any interim period. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements.

Note 2 – —Revision of Previously Reported Financial Information

On January 30, 2018, the Company completed the sale of the Traditional Business (the "Transaction") to Refresco Group N.V., a Dutch company (“Refresco”). The Transaction was structured as a sale of the assets of the Canadian business and a sale of the stock of the operating subsidiaries engaged in the Traditional Business in the other jurisdictions. See Note 3 to the Consolidated Financial Statements for additional information. The aggregate deal consideration was approximately $1.25 billion, paid in cash at closing, resulting in a gain on sale of $427.6 million. During the ~~fourth~~third quarter of ~~2016, the Company adopted ASU2016-18~~ ~~– Statement of Cash Flows (Topic 230): Restricted Cash, which requires that a statement of cash flows explain the change during the period~~2018, we identified an error in the ~~total~~entries recorded as part of ~~cash, cash equivalents, and restricted cash, and that adoption be applied retrospectively. During~~ the second quarter of 2017, we failed to retrospectively adjust our 2016 comparative consolidated statements of cash flows for the second quarter 2016 issuance of $498.7 million of our 5.500% senior notes due 2024 (the “2024 Notes”), the cash proceeds ofTransaction which ~~were restricted for a subsequent acquisition. Prior to the adoption of ASU2016-18,~~ this restricted use financing was disclosed as a non-cash investing and financing activity. In connection with this revision, we are also correcting other immaterial cash flow errors. For the three and six months ended July 2, 2016, these errors resulted in an understatement of accounts payable and accrued liabilities and overstatement of currency translation adjustment, a component of accumulated other comprehensive loss, on our cash provided from operating activities being overstated by $2.6 and $5.5 million, our cash used in investing activities being overstated by $4.1 and $7.0 million, and our cash provided from financing activities being understated by $498.7 and $498.7 million. As a result of this error, cash, cash equivalents and restricted cash, end of period, was understated by $503.1 millionConsolidated Balance Sheet as of ~~July 2, 2016~~March 31, 2018 and June 30, 2018 of $10.3 million. The misstatement in these balances also impacted the ~~consolidated statement~~currency translation adjustment reported on our Condensed Consolidated Statements of ~~cash flows.~~

~~We have also corrected other immaterial items in the consolidated statements of cash flows for the three~~Comprehensive Income (Loss) and ~~nine months ended October 1, 2016, as presented herein. These corrections increase~~net cash provided by operating activities from continuing operations and ~~cash flows used~~operating activities of discontinued operations as reported in ~~investing activities from continuing operations by $3.1 million~~our Consolidated Statements of Cash Flows for the three months ended ~~October 1, 2016~~March 31, 2018 and ~~decreased~~the six months ended June 30, 2018 as well as accumulated other comprehensive loss as reported in our Consolidated Statements of Equity as of March 31, 2018 and June 30, 2018. The error in the Consolidated Statement of Cash Flows resulted from incorrectly presenting cash ~~flows provided by operating activities~~ from ~~continuing~~ operations ~~and cash flows used in investing activities from continuing~~of continued operations ~~by $1.1 million~~as discontinued operations for the ~~nine~~three months ended October 1, 2016. These corrections also impacted the supplemental disclosure of additions to property, plant & equipment through accounts payable and accrued liabilities by $1.1 million for the nine months ended October 1, 2016.

~~As a result of the revision, our ending cash, cash equivalents and restricted cash in the statements of cash flows for the three~~March 31, 2018 and six months ended ~~July 2, 2016, now reconcile to the ending cash and restricted cash as presented on the consolidated balance sheet as of July 2, 2016, within the Form10-Q~~ ~~filed August 9, 2016.~~

June 30, 2018. No other financial statement line items were impacted by this error.

We have evaluated ~~these errors~~the error and determined ~~they are~~it is not material to the previously issued financial statements and have elected to revise our previously issued consolidated statements ~~of cash flows~~as follows:



Consolidated Balance Sheets

	March 31, 2018						June 30, 2018
(in millions of U.S. dollars)	As Previously Reported		Adjustments		As Revised		As Previously Reported		Adjustments		As Revised
Accounts payable and accrued liabilities	439.8		10.3		450.1		421.5		10.3		431.8
Total current liabilities	445.6		10.3		455.9		430.2		10.3		440.5
Total liabilities	1,948.0		10.3		1,958.3		1,896.3		10.3		1,906.6
Accumulated other comprehensive loss	(62.7	)	(10.3	)	(73.0	)	(80.2	)	(10.3	)	(90.5	)
Total Cott Corporation Equity	1,263.8		(10.3	)	1,253.5		1,238.9		(10.3	)	1,228.6



Condensed Consolidated Statements of Comprehensive (Loss) Income

	For the Three Months Ended March 31, 2018				For the Six Months Ended June 30, 2018
(in millions of U.S. dollars)	As Previously Reported	Adjustments		As Revised	As Previously Reported	Adjustments		As Revised
Currency translation adjustment	18.6	(10.3	)	8.3	1.6	(10.3	)	(8.7	)
Total other comprehensive income	31.7	(10.3	)	21.4	14.2	(10.3	)	3.9



Consolidated Statements of Cash Flows

	For the Three Months Ended March 31, 2018						For the Six Months Ended June 30, 2018
(in millions of U.S. dollars)	As Previously Reported		Adjustments		As Revised		As Previously Reported		Adjustments		As Revised
Change in accounts payable and accrued liabilities	(2.6	)	10.3		7.7		(16.5	)	10.3		(6.2	)
Net cash provided by operating activities from continuing operations	22.6		10.3		32.9		57.6		10.3		67.9

Operating activities of discontinued operations	(74.4	)	(10.3	)	(84.7	)	(77.7	)	(10.3	)	(88.0	)



Consolidated Statement of Equity

	March 31, 2018						June 30, 2018
(in millions of U.S. dollars)	As Previously Reported		Adjustments		As Revised		As Previously Reported		Adjustments		As Revised
Currency translation adjustment	18.6		(10.3	)	8.3		1.6		(10.3	)	(8.7	)
Accumulated other comprehensive loss	(62.7	)	(10.3	)	(73.0	)	(80.2	)	(10.3	)	(90.5	)
Total Cott Corporation equity	1,263.8		(10.3	)	1,253.5		1,238.9		(10.3	)	1,228.6

We will continue to revise interim periods in future filings for certain amounts in the ~~three and six months ended July 2, 2016 as follows:~~

   For the Three Months Ended July 2, 2016
(in millions of U.S. dollars)
   As Previously
Reported    Adjustments    As Revised
Othernon-cash items
   $ 2.6    $ (1.3 )    $ 1.3
Accounts payable and accrued liabilities and other liabilities
   44.6    (1.3 )    43.3
Net cash provided by operating activities
   87.6    (2.6 )    85.0
Additions to property, plant & equipment
   (33.2 )    1.3    (31.9 )
Other investing activities
   (2.8 )    2.8    —
Net cash used in investing activities
   (38.6 )    4.1    (34.5 )
Issuance of long-term debt
   —      498.7    498.7
Net cash provided by financing activities
   147.5    498.7    646.2
Effect of exchange rate changes on cash
   (2.1 )    2.9    0.8
Net (decrease) increase in cash, cash equivalents, and restricted cash
   194.4    503.1    697.5
Cash & cash equivalents, beginning of period
   55.1    —      55.1
Cash, cash equivalents and restricted cash, end of period
   249.5    503.1    752.6
SupplementalNon-cash Investing and Financing Activities:

Long-term debt funded to escrow
   498.7    (498.7 )    —
Additions to property, plant & equipment through accounts payable and accrued liabilities
   10.2    1.3    11.5

   For the Six Months Ended July 2, 2016
(in millions of U.S. dollars)
   As Previously Reported    Adjustments    As Revised
Othernon-cash items
   $ 0.9    $ (1.3 )    $ (0.4 )
Accounts payable and accrued liabilities and other liabilities
   11.1    (4.2 )    6.9
Net cash provided by operating activities
   68.9    (5.5 )    63.4
Additions to property, plant & equipment
   (62.7 )    4.2    (58.5 )
Other investing activities
   (2.8 )    2.8    —
Net cash used in investing activities
   (112.1 )    7.0    (105.1 )
Issuance of long-term debt
   —      498.7    498.7
Net cash provided by financing activities
   218.7    498.7    717.4
Effect of exchange rate changes on cash
   (3.1 )    2.9    (0.2 )
Net (decrease) increase in cash, cash equivalents, and restricted cash
   172.4    503.1    675.5
Cash & cash equivalents, beginning of period
   77.1    —      77.1
Cash, cash equivalents and restricted cash, end of period
   249.5    503.1    752.6
SupplementalNon-cash Investing and Financing Activities:

Long-term debt funded to escrow
   498.7    (498.7 )    —
Additions to property, plant & equipment through accounts payable and accrued liabilities
   11.4    4.2    15.6

consolidated financial statements to correct these misstatements.

Note 3—Discontinued Operations

On ~~July 24, 2017,~~January 30, 2018, the Company ~~entered into a Purchase Agreement with Refresco, pursuant~~completed the sale of the Traditional Business to ~~which the Company will sell to Refresco its Traditional Business.~~Refresco. The ~~transaction is~~Transaction was structured as a sale of the assets of the Canadian business and a sale of the stock of the operating subsidiaries engaged in the Traditional Business in the other jurisdictions after the Company ~~completes~~completed an internal reorganization. The Traditional Business excludes our Route Based Services and Coffee, Tea and Extract Solutions reporting segments, and RCI’s concentrate business, the Columbus manufacturing facility and our Aimia business. The Traditional Business produces, either directly or through third-party manufacturers through~~co-packing~~ ~~arrangements, CSDs, 100% shelf stable juice and juice-based products, clear, still and sparkling flavored waters, energy drinks and shots, sports drinks, new age beverages,ready-to-drink~~ ~~teas, liquid enhancers, freezables, andready-to-drink~~ ~~alcoholic beverages. The closing of the transaction is subject to receipt of regulatory approval in the United Kingdom. The~~ aggregate deal consideration iswas approximately $1.25 billion, ~~is payable~~paid in cash at closing, ~~in cash,~~ subject to adjustment for indebtedness, working capital, and other ~~items, and is expected to close near the end~~customary post-closing adjustments. As of ~~2017. The Company intends to use the proceeds~~September 29, 2018, $12.5 million of the ~~transaction~~total sale proceeds are being held in escrow by a third party escrow agent to ~~repay indebtedness and reduce overall leverage.~~

~~Upon closing~~secure potential indemnification claims. The escrow will be released, subject to any amounts for pending indemnification claims, on the eighteen month anniversary of the ~~sale~~closing date of the Transaction. These funds are included in cash and cash equivalents on the Consolidated Balance Sheet as of September 29, 2018. The Traditional Business ~~the~~excludes our Route Based Services (which includes our DS Services of America, Inc. (“DSS”), Aquaterra Corporation and Eden Springs Europe B.V. businesses) and Coffee, Tea and Extract Solutions (which includes our S. & D. Coffee, Inc. business) reporting segments, our Aimia Foods, Decantae Mineral Water Ltd. and RCI concentrate businesses, and our Columbus, Georgia manufacturing facility.

The Company and Refresco ~~will enter~~have entered into a Transition Services Agreement pursuant to which the Company and Refresco will provide certain services to each other for various service periods, with the longest service period being 18 months, including tax and accounting services, certain human resources services, communications systems and support, and insurance/risk management. Each party will be compensated for services rendered as set forth in the Transition Services Agreement. Each service period may be extended as set forth in the Transition Services Agreement, up to a maximum extension of 180 days.

In addition, ~~upon closing~~ the Company and Refresco ~~will enter~~have entered into certainCo-pack Manufacturing Agreements pursuant to which the Company and Refresco will manufacture and supply certain beverage products for each other, and a Concentrate Supply Agreement pursuant to which the Company will supply concentrates to Refresco. Each party will be compensated for the products they supply as set forth in the applicable agreements. TheCo-pack Manufacturing Agreements ~~provide for~~have a term of 36 months, and the Concentrate Supply Agreement ~~provides for~~has a term that is ~~coterminous with~~the same as the term of the Transition Services Agreement.

~~For all periods presented,~~

During the ~~operating results associated~~three and nine months ended September 29, 2018, the Company has paid Refresco $2.4 million and $6.6 million, respectively, for the contract manufacture of beverage products. In addition, during the three and nine months ended September 29, 2018, the Company has reimbursed Refresco $12.8 million and $47.2 million, respectively, for various operational expenses that were paid by Refresco on its behalf. During the three and nine months ended September 29, 2018, Refresco has paid the Company $21.1 million and $29.2 million, respectively, for the contract manufacture of beverage products.

The Company used a portion of the sale proceeds to (i) retire $525.0 million aggregate principal amount of the 5.375% senior notes due 2022 (the “2022 Notes”), (ii) retire the remaining $250.0 million aggregate principal amount of the 10.000% senior secured notes due 2021 (the “DSS Notes”), (iii) repay the $262.5 million outstanding balance on the asset-based lending facility (the “ABL facility”), and (iv) repay the remaining $1.9 million outstanding balance on the capital lease finance arrangement with the Traditional Business have been reclassified into net income from discontinued operations, net of income taxes in the consolidated statements of operations and the assets and liabilities associated with this business have been reflected as assets and liabilities of discontinued operations in the consolidated balance sheets.

General Electric Capital Corporation (the “GE Term Loan”).

The major components of net income from discontinued operations, net of income taxes in the ~~consolidated statements~~accompanying Consolidated Statements of ~~operations~~Operations include the following:

   For the Three Months Ended    For the Nine Months Ended
(in millions of U.S. dollars)
   September 30,
2017    October 1,
2016    September 30,
2017    October 1,
2016
Revenue, net
   $ 425.6    $ 419.3    $ 1,244.7    $ 1,282.7
Cost of sales
   371.3    361.3    1,093.4    1,102.0
Operating income from discontinued operations
   13.9    21.0    33.6    67.1
Income (loss) from discontinued operations, before income taxes
   12.1    4.5    (27.5 )    9.5
Income tax (benefit) expense¹
   (30.9 )    1.6    (28.5 )    (2.5 )
Net income from discontinued operations, net of income taxes
   43.0    2.9    1.0    12.0
Less: Net income attributable tonon-controlling interests
   2.1    1.5    6.4    4.4
Net income (loss) attributable to Cott Corporation – discontinued operations
   $ 40.9    $ 1.4    $ (5.4 )    $ 7.6



	For the Three Months Ended						For the Nine Months Ended
(in millions of U.S. dollars)	September 29, 2018			September 30, 2017			September 29, 2018		September 30, 2017
Revenue, net	$	—		$	425.6		$	111.2	$	1,244.7
Cost of sales	—			371.3			98.4		1,093.4
Operating income from discontinued operations	—			13.9			2.0		33.6
Gain on sale of discontinued operations	0.6			—			427.6		—
Income (loss) from discontinued operations, before income taxes	0.6			12.1			402.2		(27.5		)
Income tax (benefit) expense ¹	(0.9		)	(30.9		)	44.7		(28.5		)
Net income from discontinued operations, net of income taxes	1.5			43.0			357.5		1.0
Less: Net income attributable to non-controlling interests	—			2.1			0.6		6.4
Net income (loss) attributable to Cott Corporation – discontinued operations ²	$	1.5		$	40.9		$	356.9	$	(5.4	)

______________________

^1.1

The ~~pending transaction with Refresco is anticipated to result~~net income (loss) from discontinued operations, before income taxes resulted in income tax benefit of $0.9 million and income tax expense of $44.7 million for the three and nine months ended September 29, 2018, respectively. The Transaction resulted in a taxable gain on sale in the United States, which ~~led to certain~~utilized a significant portion of the existing U.S. ~~deferred tax liabilities being considered as a source of future taxable income.~~net operating loss carry forwards. As a result, ~~we recognized~~the Company is in a net deferred tax liability position in the United States and thus a tax benefit of approximately ~~$26.9~~$25.0 million related to a ~~corresponding~~release of the U.S. valuation allowance ~~release.~~was recorded in the first quarter of 2018 and is offsetting the overall income tax expense related to discontinued operations. The Transaction resulted in a non-taxable gain on sale in the United Kingdom. No tax benefit resulted from the Transaction related to the taxable loss on sale in Canada due to the Company's valuation allowance position.

~~Assets and liabilities~~
²
Net income (loss) attributable to Cott Corporation – discontinued operations is inclusive of interest expense on short-term borrowings and debt required to be repaid or extinguished as part of divestiture of $3.4 million for the nine months ended September 29, 2018 and $8.4 million and $38.5 million for the three and nine months ended September 30, 2017, respectively.

Cash flows from discontinued operations ~~presented in~~included borrowings and payments under the ~~consolidated balance sheets as~~ABL facility of $262.4 million and $482.8 million for the nine months ended September 29, 2018, $789.0 million and $796.3 million for the three months ended September 30, 2017, and ~~December 31, 2016 include~~$2,246.3 million and $2,205.6 million for the ~~following:~~

(in millions of U.S. dollars)
   September 30,
2017    December 31,
2016
ASSETS

Cash & cash equivalents
   $ 66.2    $ 40.0
Accounts receivable, net
   165.2    127.2
Inventories
   184.7    176.8
Prepaid expenses and other current assets
   10.4    7.7




Current assets of discontinued operations
   426.5    351.7
Property, plant & equipment, net
   341.9    348.1
Goodwill
   136.9    127.1
Intangible assets, net
   175.7    180.7
Other long-term assets, net
   19.1    17.5




Long-term assets of discontinued operations
   $ 673.6    $ 673.4




LIABILITIES

Short-term borrowings
   247.6    207.0
Current maturities of long-term debt
   2.9    2.8
Accounts payable and accrued liabilities
   268.6    229.4




Current liabilities of discontinued operations
   519.1    439.2
Long-term debt
   519.8    1,136.6
Deferred tax liabilities
   0.8    2.8
Other long-term liabilities
   45.9    34.6




Long-term liabilities of discontinued operations
   $ 566.5    $ 1,174.0

nine months ended September 30, 2017, respectively.

Note 4—~~Acquisitions~~

~~S&D Acquisition~~

~~On August 11, 2016,~~Revenue

We are a water, coffee, tea, extracts and filtration service company. Our principal source of revenue is from bottled water delivery to residential and business customers primarily in North America and Europe and the ~~Company acquired S. & D. Coffee, Inc. (“S&D”), a premium coffee roaster~~manufacture and ~~provider~~distribution of ~~customized~~ coffee, tea and ~~extract solutions pursuant~~extracts to institutional and commercial customers in the United States. Revenue is recognized, net of sales returns, when a ~~Stock~~customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We measure revenue based on the consideration specified in the client arrangement, and ~~Membership Interest Purchase Agreement dated August 3, 2016~~revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when the customer receives the benefit of the performance obligation. Clients typically receive the benefit of our services as they are performed. Substantially all our client contracts require that we be compensated for services performed to date. This may be upon shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material.

Contract Estimates

The nature of certain of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accounts payable and accrued liabilities in the Consolidated Balance Sheets. This methodology is consistent with the manner in which the Company historically estimated and recorded promotional programs and discounts. Accrued sales incentives were $8.6 million and $6.9 million at September 29, 2018 and December 30, 2017, respectively.

We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as the product is delivered.

Contract Balances

Contract liabilities relate primarily to advances received from the Company’s customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in accounts payable and accrued liabilities in the Consolidated Balance Sheets. The advances are expected to be earned as revenue within one year of receipt. Deferred revenues at September 29, 2018 and December 30, 2017 were $19.1 million and $21.8 million, respectively. The amount of revenue recognized in the three and nine months ended September 29, 2018 that was included in the December 30, 2017 deferred revenue balance was $3.2 million and $21.3 million, respectively.

The Company does not have any material contract assets as of September 29, 2018.

Disaggregated Revenue

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations.

Further disaggregation of net revenue to external customers by geographic area based on customer location is as follows:



	For the Three Months Ended				For the Nine Months Ended
(in millions of U.S. dollars)	September 29, 2018		September 30, 2017		September 29, 2018		September 30, 2017
United States	$	457.8	$	431.1	$	1,330.0	$	1,278.7
United Kingdom	41.7		40.5		126.8		118.1
Canada	16.7		16.8		48.8		47.0
All other countries	93.1		92.5		268.1		254.6
Total ¹	$	609.3	$	580.9	$	1,773.7	$	1,698.4

______________________

¹ Prior-period amounts are not adjusted under the modified-retrospective method of adoption.

Note 5—Acquisitions

Crystal Rock Acquisition

On March 21, 2018, the Company, through its wholly owned subsidiary, CR Merger Sub, Inc. (“Purchaser”), completed a cash tender offer for all outstanding shares of common stock of Crystal Rock Holdings, Inc., a direct-to-consumer home and office water, coffee and filtration business serving customers throughout New York and New England (“Crystal Rock”). On March 23, 2018 (“Crystal Rock Acquisition Date”), the Purchaser merged with and into Crystal Rock, with Crystal Rock becoming a wholly-owned indirect subsidiary of the Company (the ~~“S&D~~“Crystal Rock Acquisition”). The aggregate consideration was approximately $37.7 million and includes the purchase price ~~consideration~~paid by the Company to the Crystal Rock shareholders of ~~$353.6~~$20.7 million, $0.8 million in costs paid on behalf of the sellers for the seller’s transaction costs and $16.2 million of assumed debt and accrued interest obligations of the acquired company that was paid by the Company.

The total purchase price paid by Cott in the Crystal Rock Acquisition is summarized below:



(in millions of U.S. dollars)
Cash paid to sellers	$	20.7
Cash paid on behalf of sellers for sellers’ transaction expenses	0.8
Total consideration	$	21.5

The Crystal Rock Acquisition strengthens the Company’s presence in New York and New England. The Company has accounted for this transaction as a business combination.

The purchase price of $21.5 million, net of debt, was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the ~~acquisition date.~~Crystal Rock Acquisition Date. Measurement period adjustments recorded during the nine months ended September ~~30, 2017~~29, 2018 included adjustments to property, plant &and equipment and ~~a related adjustment~~intangible assets based on the preliminary valuations, adjustments to deferred taxes and other long-term liabilities based on ~~the results~~a preliminary analysis of ~~the validation procedures performed~~certain tax positions, as well as ~~an adjustment~~adjustments to ~~income taxes~~accounts receivable, inventory, prepaid expenses, other assets and accounts payable ~~existing at~~and accrued liabilities based on review of their fair values as of the ~~acquisition date.~~Crystal Rock Acquisition Date. The measurement period adjustments did not have a material effect on our results of operations in prior periods.

The table below summarizes the originally reported estimated acquisition date fair values, measurement period adjustments recorded and the ~~final~~adjusted purchase price allocation of the assets acquired and liabilities assumed:

(in millions of U.S. dollars)
   Originally
Reported    Measurement
Period
Adjustments    Acquired Value
Cash
   $ 1.7    $ —      $ 1.7
Accounts receivable
   51.4    —      51.4
Inventory
   62.5    —      62.5
Prepaid expenses and other assets
   2.3    —      2.3
Property, plant & equipment
   92.9    (0.7 )    92.2
Goodwill
   117.1    0.7    117.8
Intangible assets
   119.0    —      119.0
Other assets
   2.2    —      2.2
Accounts payable and accrued liabilities
   (46.7 )    (0.2 )    (46.9 )
Deferred tax liabilities
   (43.3 )    0.2    (43.1 )
Other long-term liabilities
   (5.5 )    —      (5.5 )






Total
   $ 353.6    $ —      $ 353.6

~~Eden~~

(in millions of U.S. dollars)
Originally
Reported

Measurement
Period
Adjustments

Acquired
Value
Cash $ 1.6
$ —
$ 1.6
Accounts receivable 6.5
(0.1 ) 6.4
Inventory 2.3
(0.1 ) 2.2
Prepaid expenses and other assets 1.2
0.3
1.5
Property, plant and equipment 9.4
(0.1 ) 9.3
Goodwill 16.7
(2.7 ) 14.0
Intangible assets 13.3
0.6
13.9
Other assets 0.8
(0.7 ) 0.1
Short-term borrowings (4.1 ) —
(4.1 )
Current maturities of long-term debt (1.6 ) —
(1.6 )
Accounts payable and accrued liabilities (5.2 ) (2.2 ) (7.4 )
Long-term debt (10.4 ) —
(10.4 )
Deferred tax liabilities (6.5 ) 3.4
(3.1 )
Other long-term liabilities (2.5 ) 1.6
(0.9 )
Total $ 21.5
$ —
$ 21.5

The assets and liabilities acquired with the Crystal Rock Acquisition

~~On August 2, 2016,~~ are recorded at their estimated fair values per management’s estimates and are subject to change when formal valuations and other studies are finalized. The fair values of acquired property, plant and equipment, customer relationships, trademarks and trade names, and deferred taxes are provisional pending validation and receipt of the ~~Company acquired Eden Springs Europe B.V., a leading provider~~final valuations for those assets. In addition, consideration for potential loss contingencies, including uncertain tax positions, are still under review.

The amount of water and coffee solutions in Europe (“Eden”), pursuant to a Share Purchase Agreement dated June 7, 2016 (the “Eden Acquisition”). The purchase price consideration of €515.9 million (U.S. $576.3 million at the exchange rate in effect on the acquisition date), was allocatedrevenues related to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. Measurement period adjustments recorded during the nine months ended September 30, 2017 included adjustments to property, plant & equipment and a related adjustment to deferred taxes based on the results of the validation procedures performed, adjustments to accounts receivable, intangible assets and accrued liabilities based on a final review of fair values, and an adjustment to other long-term liabilities based on a final analysis of certain tax positions. The measurement period adjustments did not have a material effect on our results of operations in prior periods.

The table below summarizes the originally reported estimated acquisition date fair values, measurement period adjustments recorded and the final purchase price allocation of the assets acquired and liabilities assumed:

(in millions of U.S. dollars)
   Originally
Reported    Measurement
Period
Adjustments    Acquired Value
Cash & cash equivalents
   $ 19.6    $ —      $ 19.6
Accounts receivable
   95.4    (1.0 )    94.4
Inventories
   17.7    —      17.7
Prepaid expenses and other current assets
   6.2    —      6.2
Property, plant & equipment
   107.1    (8.2 )    98.9
Goodwill
   299.7    0.1    299.8
Intangible assets
   213.2    (0.7 )    212.5
Other assets
   2.8    —      2.8
Deferred tax assets
   19.5    —      19.5
Current maturities of long-term debt
   (2.7 )    —      (2.7 )
Accounts payable and accrued liabilities
   (128.3 )    (0.5 )    (128.8 )
Long-term debt
   (3.1 )    —      (3.1 )
Deferred tax liabilities
   (49.5 )    3.5    (46.0 )
Other long-term liabilities
   (21.3 )    6.8    (14.5 )






Total
   $ 576.3    $ —      $ 576.3

~~Supplemental Pro Forma Data (unaudited)~~

~~The following unaudited pro forma financial information for the three and nine months ended October 1, 2016, represent the combined results of operations as if the S&D~~Crystal Rock Acquisition ~~and Eden Acquisition had occurred on January 4, 2015. Unaudited pro forma consolidated results of operations for the acquisition of Aquaterra Corporation (“Aquaterra”) in~~

~~January 2016 were not~~ included in the ~~combined results~~Company’s Consolidated Statement of ~~our operations~~Operations for the three and nine months ended October 1, 2016 because the Company determined they were immaterial. The unaudited pro forma financial information results reflect certain adjustments related to these acquisitions such as increased amortization expense on acquired intangible assets resultingperiod from the preliminary fair valuation of assets acquired. The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had we operated as a single entity during such periods.

(in millions of U.S. dollars, except per share amounts)
   For the Three Months Ended
October 1, 2016    For the Nine Months Ended
October 1, 2016
Revenue
   $ 588.6    $ 1,664.3
Net income from continuing operations
   12.8    18.0
Net income attributable to Cott Corporation
   13.9    23.4
Net income per common share from continuing operations
   $ 0.08    $ 0.13
Net income per common share attributable to Cott Corporation, diluted
   $ 0.09    $ 0.17

~~Note 5—Share-based Compensation~~

Crystal Rock Acquisition Date through September 29, 2018 was $30.5 million. During the nine months ended September ~~30, 2017,~~29, 2018, the Company incurred $2.9 million of acquisition-related costs associated with the Crystal Rock Acquisition, which are included within acquisition and integration expenses in the Consolidated Statement of Operations. During the second quarter of 2018, Crystal Rock was integrated within our DSS business, therefore it is impracticable to determine the amount of net income related to the Crystal Rock Acquisition included in the Company's Statement of Operations for the period from the Crystal Rock Acquisition Date through September 29, 2018.

Intangible Assets

In our preliminary determination of the fair value of the intangible assets, we considered, among other factors, the best use of acquired assets, analysis of historic financial performance and estimates of future performance of Crystal Rock’s products. The estimated fair values of identified intangible assets were calculated considering market participant expectations and using an income approach and estimates and assumptions provided by management. The following table sets forth the components of identified intangible assets associated with the Crystal Rock Acquisition and their estimated weighted average useful lives:



(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	9.7	11 years
Trademarks and trade names	4.2		Indefinite
Total	$	13.9

Customer relationships represent future projected revenue that will be derived from sales to existing customers of Crystal Rock.

Trademark and trade names represent the future projected cost savings associated with the premium and brand image obtained as a result of owning the trademark or trade name rather than through a royalty or rental fee.

Goodwill

The principal factor that resulted in recognition of goodwill was that the purchase price for the Crystal Rock Acquisition was based in part on cash flow projections assuming the reduction of administrative costs and the integration of acquired customers and products into our operations, which is of greater value than on a standalone basis. The goodwill recognized as part of the Crystal Rock Acquisition was allocated to the Route Based Services reporting segment, none of which is expected to be tax deductible.

Note 6—Share-based Compensation

During the nine months ended September 29, 2018, the Company granted ~~84,060~~61,736 common shares with an aggregate grant date fair value of approximately $1.0 million to thenon-management members of our ~~board~~Board of ~~directors~~Directors under the Amended and Restated Cott Corporation Equity Incentive ~~Plan with an aggregate grant date fair value of approximately $1.1 million.~~Plan. The common shares were issued in consideration of the directors’ annual board retainer fee and ~~vest~~are fully vested upon issuance.

On August 1, 2018, in connection with the appointment of the Company’s chief executive officer to executive chairman of the Board effective December 30, 2018, the Board approved the modification of certain outstanding awards issued to the chief executive officer. The modified awards will continue to vest in accordance with their normal applicable vesting schedules regardless of continued service. The total incremental compensation expense associated with the modification was $5.5 million for the three and nine months ended September 29, 2018.

Note 6—7—Income Taxes

Income tax expense was $1.0 million and $4.0 million on pre-tax income from continuing operations of $9.5 million and $29.3 million for the three and nine months ended September 29, 2018, respectively, as compared to income tax expense of $0.9 million on pre-tax income from continuing operations of $2.5 million and income tax expense ~~was~~of $1.0 million on pre-tax loss from continuing operations of $12.1 million for the three and nine months ended September 30, 2017, as compared to income tax expense of $2.9 million on pre-tax loss from continuing operations of $1.1 million and an income tax benefit of $4.8 million on pre-tax loss from continuing operations of $10.4 million in the comparable prior year periods. The effective income tax rates for the

three and nine months ended September ~~30, 2017~~29, 2018 were ~~36.0%~~10.5% and ~~(8.3%)~~13.7%, respectively, compared to ~~(263.6%)~~36.0% and ~~46.2%~~(8.3)% in the comparable prior year periods.

The effective tax rates for the three and nine months ended September 29, 2018 varied from the effective tax rates for the three and nine months ended September 30, 2017 ~~varied from the effective tax rates for the three and nine months ended October 1, 2016~~ primarily due to losses incurred in the United States for which we have ~~not~~ recognized a tax benefit in 2018.

On December 22, 2017, ~~partially offset~~the U.S. government enacted the Tax Act, which significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax ~~expense related~~rate from 35% to 21%, limiting various business deductions and repealing the corporate alternative minimum tax. Many provisions in the Tax Act are generally effective in tax years beginning after December 31, 2017. GAAP requires the impact of tax legislation to be recognized in the period in which the law was enacted. As a result of the Tax Act, the Company recorded tax benefits in the fourth quarter of 2017 of $32.2 million due to a re-measurement of the U.S deferred tax assets and liabilities and $1.3 million due to the ~~Canadian valuation allowance~~repeal of the corporate alternative minimum tax. The tax benefits represent provisional amounts and our current best estimates. We have not made adjustments to our provisional estimate during the first nine months of 2018. The provisional amounts incorporate assumptions made based upon our current interpretation of the Tax Act and in accordance with SAB 118 may be refined through the fourth quarter of 2018 as we receive additional clarification and implementation guidance. As we finalize the accounting for the tax effects of the enactment of the Tax Act during the measurement period, we will reflect adjustments to the provisional amounts recorded and record additional tax effects in the ~~third quarter~~periods such adjustments are identified.

Note 8—Common Shares and Net Income (Loss) per Common Share

Common Shares

On May 1, 2018, our Board of ~~2016.~~

~~The effective tax rate differs from the Canadian statutory rate~~Directors approved a share repurchase program for up to $50.0 million of Cott’s outstanding common shares over a 12-month period commencing on May 7, 2018. Since that date, during the three and nine months ended September ~~30, 2017~~29, 2018, we repurchased 1,560,736 and ~~October 1, 2016, primarily due to: (a) losses incurred~~2,556,117 common shares, respectively, for approximately $24.0 million and $40.0 million, respectively, through open market transactions. We are unable to predict the number of shares that ultimately will be repurchased under the share repurchase program, or the aggregate dollar amount of the shares to be purchased in ~~tax jurisdictions for which we have not recognized a tax benefit; (b) permanent differences for which we recognized a tax benefit; (c) income in tax jurisdictions~~future periods. We may discontinue purchases at any time, subject to compliance with ~~lower statutory tax rates than Canada; and (d)~~applicable regulatory requirements. Shares purchased under the ~~Canadian valuation allowance recorded in the third quarter of 2016.~~

The pending transaction with Refresco is anticipated to generate a gain on sale which could result in a U.S. valuation allowance release and recognition of a material income tax benefit within the next twelve months.

~~Note 7—~~share repurchase program were canceled.

Net Income (Loss) per Common Share

Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to Cott Corporation by the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to Cott Corporation by the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise ofin-the-money Stock Options, Performance-based RSUs, and

Time-based RSUs during the periods presented. Set forth below is a reconciliation of the numerator and denominator for the diluted net income (loss) per common share computations for the periods indicated:

   For the Three Months Ended    For the Nine Months Ended
   September 30,
2017    October 1,
2016    September 30,
2017    October 1,
2016
Numerator (in millions):

Net income (loss) attributable to Cott Corporation

Continuing operations
   $ 1.6    $ (4.0 )    $ (13.1 )    $ (5.6 )
Discontinued operations
   40.9    1.4    (5.4 )    7.6








Net earnings
   42.5    (2.6 )    (18.5 )    2.0








Basic Earnings Per Share

Denominator (in thousands):

Weighted average common shares outstanding - basic
   139,205    138,195    138,980    124,900
Basic Earnings Per Share:

Continuing operations
   0.01    (0.03 )    (0.09 )    (0.04 )
Discontinued operations
   0.29    0.01    (0.04 )    0.06








Net earnings
   0.30    (0.02 )    (0.13 )    0.02








Diluted Earnings Per Share

Denominator (in thousands):

Weighted average common shares outstanding - basic
   139,205    138,195    138,980    124,900
Dilutive effect of Stock Options
   1,158    —      —      —
Dilutive effect of Performance based RSUs
   154    —      —      —
Dilutive effect of Time-based RSUs
   486    —      —      —








Weighted average common shares outstanding - diluted
   141,003    138,195    138,980    124,900
Diluted Earnings Per Share:

Continued operations
   0.01    (0.03 )    (0.09 )    (0.04 )
Discontinued operations
   0.29    0.01    (0.04 )    0.06








Net earnings
   0.30    (0.02 )    (0.13 )    0.02



	For the Three Months Ended				For the Nine Months Ended
	September 29, 2018		September 30, 2017		September 29, 2018		September 30, 2017
Numerator (in millions of U.S. dollars):
Net income (loss) attributable to Cott Corporation
Continuing operations	$	8.5	$	1.6	$	25.3	$	(13.1	)
Discontinued operations	1.5		40.9		356.9		(5.4		)
Net income (loss)	10.0		42.5		382.2		(18.5		)
Basic Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic	138,787		139,205		139,503		138,980
Basic Earnings Per Share:
Continuing operations	0.06		0.01		0.18		(0.09		)
Discontinued operations	0.01		0.29		2.56		(0.04		)
Net income (loss)	0.07		0.30		2.74		(0.13		)
Diluted Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic	138,787		139,205		139,503		138,980
Dilutive effect of Stock Options	1,212		1,158		1,260		—
Dilutive effect of Performance-based RSUs	918		154		954		—
Dilutive effect of Time-based RSUs	259		486		246		—
Weighted average common shares outstanding - diluted	141,176		141,003		141,963		138,980
Diluted Earnings Per Share:
Continuing operations	0.06		0.01		0.18		(0.09		)
Discontinued operations	0.01		0.29		2.51		(0.04		)
Net income (loss)	0.07		0.30		2.69		(0.13		)

The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated:

   For the Three Months Ended    For the Nine Months Ended
(in thousands)
   September 30,
2017    October 1,
2016    September 30,
2017    October 1,
2016
Stock Options
   198    2,846    4,286    2,846
Performance-based RSUs¹
   —      1,574    1,703    1,574
Time-based RSUs
   —      882    660    882



	For the Three Months Ended		For the Nine Months Ended
(in thousands)	September 29, 2018	September 30, 2017	September 29, 2018	September 30, 2017
Stock Options	1,141	198	1,086	4,286
Performance-based RSUs ¹	327	—	327	1,703
Time-based RSUs	—	—	—	660

______________________

^1.
¹	Performance-based RSUs represent the number of shares expected to be issued based primarily on the estimated achievement of cumulativepre-tax income targets for these awards.

Note 8—9—Segment Reporting

Our broad portfolio of products ~~include~~includes bottled water, coffee, brewed tea, water dispensers, coffee and tea brewers, specialty coffee, liquid coffee or tea concentrate, single cup coffee, cold brewed coffee, iced blend coffee or tea, blended teas, hot tea, sparkling tea, coffee or tea extract solutions, filtration equipment, ~~clear, still and sparkling flavored waters,~~ hot chocolate, soups, malt drinks, creamers/whiteners, cereals, beverage concentrates and ~~beverage concentrates.~~

~~During the third quarter of 2017, we reviewed our reporting segments as a result of the Refresco transaction. Following such review, we reorganized our reporting segments into~~mineral water.

Our business operates through three reporting segments: Route Based ~~Services (which includes our DSS, Aquaterra and Eden businesses),~~Services; Coffee, Tea &and Extract ~~Solutions (which includes our S&D business)~~Solutions; and All ~~Other~~

~~(which includes our Aimia and RCI concentrate businesses, the Columbus manufacturing facility and other miscellaneous expenses).~~Other. Our corporate oversight function is not treated as a ~~segment. This function~~segment; it includes certain general and administrative costs that are not allocated to any of the reporting segments. ~~Segment~~During the second quarter of 2018, we combined and disclosed the corporate oversight function in the All Other category. Our segment reporting results have been recast to reflect these changes for all periods presented.

(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Corporate Total
For the Three Months Ended September 30, 2017

Revenue, net¹
   $ 397.3    $ 143.4    $ 40.2    $ —   $ 580.9
Depreciation and amortization
   41.7    6.0    1.7    —   49.4
Operating income (loss)
   34.6    3.7    4.7    (15.8 ) 27.2
Additions to property, plant & equipment
   34.8    3.3    0.1    —   38.2
For the Nine Months Ended September 30, 2017

Revenue, net¹
   $ 1,134.9    $ 440.2    $ 123.3    $ —   $ 1,698.4
Depreciation and amortization
   119.1    17.2    5.5    —   141.8
Operating income (loss)
   66.3    13.3    6.9    (37.6 ) 48.9
Additions to property, plant & equipment
   85.9    10.6    0.6    —   97.1
As of September 30, 2017

Total assets²
   $ 2,370.3    $ 471.8    $ 206.3    $ —   $ 3,048.4

Subsequent to the completion of the Transaction, management re-evaluated the measure of profit for our reportable segments and determined that excluding corporate allocations from segment operating income was appropriate as these costs are not considered by management when evaluating performance. Operating income (loss) for the prior periods have been recast to reflect this change and resulted in a $0.1 million decrease and a $0.5 million increase to operating income for the three and nine months ended September 30, 2017 in our Route Based Services reporting segment, a $0.2 million decrease to operating income for the three and nine months ended September 30, 2017 in our Coffee, Tea and Extract Solutions reporting segment, and a $0.3 million increase and a $0.3 million decrease to operating loss for the three and nine months ended September 30, 2017 in the All Other category, respectively.



(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other			Eliminations			Total
For the Three Months Ended September 29, 2018
Revenue, net ¹	$	423.7	$	140.2	$	47.1		$	(1.7	)	$	609.3
Depreciation and amortization	41.9		5.8		1.9			—			49.6
Operating income (loss)	37.5		5.0		(14.7		)	—			27.8
Additions to property, plant and equipment	29.5		4.4		2.4			—			36.3
For the Nine Months Ended September 29, 2018
Revenue, net ¹	$	1,207.4	$	431.8	$	138.8		$	(4.3	)	$	1,773.7
Depreciation and amortization	122.8		17.2		5.7			—			145.7
Operating income (loss)	77.6		12.3		(35.3		)	—			54.6
Additions to property, plant and equipment	81.5		9.0		4.5			—			95.0
As of September 29, 2018
Total assets ²	$	2,411.6	$	461.7	$	286.8		$	—		$	3,160.1

______________________

^1.

Intersegment revenue between the Coffee, Tea and Extract Solutions and the Route Based Services reporting segments was $1.4 million and $4.0 million for the three and nine months ended September 29, 2018, respectively. Intersegment revenue between the All Other and the Route Based Services reporting segments was $0.3 million for the three and nine months ended September 29, 2018. All Other includes ~~$9.5~~$4.2 million of related party concentrate sales to discontinued operations for the nine months ended September 29, 2018.


²	Excludes intersegment receivables, investments and notes receivable.



(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other			Eliminations		Total
For the Three Months Ended September 30, 2017
Revenue, net ¹	$	397.3	$	143.4	$	40.2		$	—	$	580.9
Depreciation and amortization	41.7		6.0		1.7			—		49.4
Operating income (loss) ³	29.6		3.5		(10.8		)	—		22.3
Additions to property, plant and equipment	34.8		3.3		0.1			—		38.2
For the Nine Months Ended September 30, 2017
Revenue, net ¹	$	1,134.9	$	440.2	$	123.3		$	—	$	1,698.4
Depreciation and amortization	119.1		17.2		5.5			—		141.8
Operating income (loss) ³	61.9		13.1		(31.0		)	—		44.0
Additions to property, plant and equipment	85.9		10.6		0.6			—		97.1
As of December 30, 2017
Total assets ²	$	2,343.4	$	455.7	$	207.8		$	—	$	3,006.9

______________________


¹	All Other includes $9.6 million and $31.4 million of related party concentrate sales to discontinued operations for the three and nine months ended September 30, ~~2017.~~2017, respectively.


²	Excludes intersegment receivables, investments and notes receivable, as well as assets of discontinued operations.


³	Operating income in our Route Based Services reporting segment for the three and nine months ended September 30, 2017 decreased $4.9 million as a result of adopting ASU 2017-07 (see Note 1 to the Consolidated Financial Statements).



Reconciliation of Segment Assets to Total Assets
(in millions of U.S. dollars)	December 30, 2017
Segment assets ¹	$	3,006.9
Assets of discontinued operations ¹	1,086.2
Total assets	$	4,093.1

______________________


¹	Excludes intersegment receivables, investments and notes receivable.

(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions All
Other    Corporate Total
For the Three Months Ended October 1, 2016

Revenue, net¹
   $ 349.2    $ 87.3 $ 40.2    $ —   $ 476.7
Depreciation and amortization
   36.9    2.8 1.5    —   41.2
Operating income (loss)
   21.2    (0.1 ) 0.7    (8.2 ) 13.6
Additions to property, plant & equipment
   30.4    1.8 0.2    —   32.4
For the Nine Months Ended October 1, 2016

Revenue, net¹
   $ 882.3    $ 87.3 $ 132.4    $ —   $ 1,102.0
Depreciation and amortization
   94.6    2.8 5.2    —   102.6
Operating income (loss)
   44.7    (0.1 ) 7.5    (33.3 ) 18.8
Additions to property, plant & equipment
   66.6    1.8 0.9    —   69.3
As of December 31, 2016

Total assets²
   $ 2,287.1    $ 463.2 $ 164.3    $ —   $ 2,914.6

^1.	~~All Other includes $9.0 million and $29.7 million of related party concentrate sales to discontinued operations for the three and nine months ended October 1, 2016.~~

²	~~Excludes intersegment receivables, investments and notes receivable.~~

Reconciliation of Segment Assets to Total Assets
(in millions of U.S. dollars)
   September 30, 2017    December 31, 2016
Segment assets¹
   $ 3,048.4    $ 2,914.6
Assets of discontinued operations¹
   1,100.1    1,025.1




Total assets
   $ 4,148.5    $ 3,939.7

^1.	~~Excludes intersegment receivables, investments and notes receivable.~~

Credit risk arises from the potential default of a customer in meeting its financial obligations to us. Concentrations of credit exposure may arise with a group of customers that have similar economic characteristics or that are located in the same geographic region. The ability of such customers to meet obligations would be similarly affected by changing economic, political or other conditions. We are not currently aware of any facts that would create a material credit risk.

Revenues by channel by reporting segment were as follows:

   For the Three Months Ended September 30, 2017
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Total
Revenue, net

Home and office bottled water delivery
   $ 268.0    $ —      $ —      $ 268.0
Coffee and tea services
   44.2    120.9    0.7    165.8
Retail
   43.5    —      11.7    55.2
Other
   41.6    22.5    27.8    91.9








Total
   $ 397.3    $ 143.4    $ 40.2    $ 580.9








   For the Nine Months Ended September 30, 2017
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Total
Revenue, net

Home and office bottled water delivery
   $ 753.7    $ —      $ —      $ 753.7
Coffee and tea services
   134.9    369.6    2.0    506.5
Retail
   127.8    —      33.9    161.7
Other
   118.5    70.6    87.4    276.5








Total
   $ 1,134.9    $ 440.2    $ 123.3    $ 1,698.4








   For the Three Months Ended October 1, 2016
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Total
Revenue, net

Home and office bottled water delivery
   $ 235.9    $ —      $ —      $ 235.9
Coffee and tea services
   38.9    72.0    2.0    112.9
Retail
   42.9    —      10.0    52.9
Other
   31.5    15.3    28.2    75.0








Total
   $ 349.2    $ 87.3    $ 40.2    $ 476.7

   For the Nine Months Ended October 1, 2016
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Total
Revenue, net

Home and office bottled water delivery
   $ 575.1    $ —      $ —      $ 575.1
Coffee and tea services
   100.4    72.0    2.0    174.4
Retail
   127.7    —      37.8    165.5
Other
   79.1    15.3    92.6    187.0








Total
   $ 882.3    $ 87.3    $ 132.4    $ 1,102.0



	For the Three Months Ended September 29, 2018
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations			Total
Revenue, net
Home and office bottled water delivery	$	271.1	$	—	$	—	$	—		$	271.1
Coffee and tea services	45.4		113.0		0.9		(1.4		)	157.9
Retail	61.3		—		16.9		(0.3		)	77.9
Other	45.9		27.2		29.3		—			102.4
Total	$	423.7	$	140.2	$	47.1	$	(1.7	)	$	609.3



	For the Nine Months Ended September 29, 2018
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations			Total
Revenue, net
Home and office bottled water delivery	$	759.5	$	—	$	—	$	—		$	759.5
Coffee and tea services	139.8		349.0		2.5		(3.9		)	487.4
Retail	177.1		—		49.1		(0.3		)	225.9
Other	131.0		82.8		87.2		(0.1		)	300.9
Total	$	1,207.4	$	431.8	$	138.8	$	(4.3	)	$	1,773.7



	For the Three Months Ended September 30, 2017
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations		Total
Revenue, net
Home and office bottled water delivery	$	252.5	$	—	$	—	$	—	$	252.5
Coffee and tea services	44.2		120.9		0.7		—		165.8
Retail	58.6		—		11.7		—		70.3
Other	42.0		22.5		27.8		—		92.3
Total	$	397.3	$	143.4	$	40.2	$	—	$	580.9



	For the Nine Months Ended September 30, 2017
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations		Total
Revenue, net
Home and office bottled water delivery	$	715.5	$	—	$	—	$	—	$	715.5
Coffee and tea services	134.9		369.6		2.0		—		506.5
Retail	165.7		—		33.9		—		199.6
Other	118.8		70.6		87.4		—		276.8
Total	$	1,134.9	$	440.2	$	123.3	$	—	$	1,698.4

Note 9—10—Inventories

The following table summarizes inventories as of September ~~30, 2017~~29, 2018 and December ~~31, 2016:~~

(in millions of U.S. dollars)
   September 30, 2017    December 31, 2016
Raw materials
   $ 80.5    $ 56.5
Finished goods
   37.5    42.7
Resale items
   21.1    22.0
Other
   3.2    3.4




Total
   $ 142.3    $ 124.6

30, 2017:



(in millions of U.S. dollars)	September 29, 2018		December 30, 2017
Raw materials	$	71.5	$	68.1
Finished goods	41.7		34.3
Resale items	20.4		21.8
Other	3.0		3.4
Total	$	136.6	$	127.6

Note ~~10—~~11—Intangible Assets, Net

The following table summarizes intangible assets, net as of September ~~30, 2017~~29, 2018 and December ~~31, 2016:~~

   September 30, 2017    December 31, 2016
(in millions of U.S. dollars)
   Cost    Accumulated
Amortization    Net    Cost    Accumulated
Amortization    Net
Intangible Assets

Not subject to amortization

Rights¹
   $ 24.5    $ —      $ 24.5    $ 24.5    $ —      $ 24.5
Trademarks
   263.1    —      263.1    257.1    —      257.1












Total intangible assets not subject to amortization
   287.6    —      287.6    281.6    —      281.6












Subject to amortization

Customer relationships
   580.8    138.9    441.9    552.3    94.3    458.0
Patents
   15.2    0.6    14.6    —      —      —
Trademarks
   1.2    0.2    1.0    1.1    0.1    1.0
Information technology
   27.4    11.8    15.6    20.5    6.3    14.2
Other
   6.7    3.5    3.2    6.2    2.0    4.2












Total intangible assets subject to amortization
   631.3    155.0    476.3    580.1    102.7    477.4












Total intangible assets
   $ 918.9    $ 155.0    $ 763.9    $ 861.7    $ 102.7    $ 759.0

^1.

Relates to the 2001 acquisition of intellectual property from Royal Crown Company, Inc., including the right to manufacture our concentrates, with all related inventions, processes, technologies, technical and manufacturing information,~~know-how~~ ~~and the use of the Royal Crown brand outside of North America and Mexico.~~

30, 2017:



	September 29, 2018						December 30, 2017
(in millions of U.S. dollars)	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Intangible Assets
Not subject to amortization
Rights	$	24.5	$	—	$	24.5	$	24.5	$	—	$	24.5
Trademarks	266.4		—		266.4		264.1		—		264.1
Total intangible assets not subject to amortization	290.9		—		290.9		288.6		—		288.6
Subject to amortization
Customer relationships	599.3		197.4		401.9		583.4		154.7		428.7
Patents	15.2		2.2		13.0		15.2		1.0		14.2
Software	34.4		19.0		15.4		28.8		13.0		15.8
Other	17.0		5.8		11.2		8.0		4.2		3.8
Total intangible assets subject to amortization	665.9		224.4		441.5		635.4		172.9		462.5
Total intangible assets	$	956.8	$	224.4	$	732.4	$	924.0	$	172.9	$	751.1

Amortization expense of intangible assets was $18.4 million and $52.9 million for the three and nine months ended September 29, 2018, respectively, and $17.9 million and $50.7 million for the three and nine months ended September 30, 2017, ~~respectively, compared to $14.5 million and $36.6 million for the three and nine months ended October 1, 2016,~~ respectively.

The estimated amortization expense for ~~intangibles~~intangible assets over the next five years is:

(in millions of U.S. dollars)

Remainder of 2017
   $ 18.1
2018
   66.7
2019
   59.2
2020
   50.2
2021
   44.0
Thereafter
   238.1


Total
   $ 476.3

~~Note 11—Accounts Payable and Accrued Liabilities~~

~~The following table summarizes accounts payable and accrued liabilities as of September 30, 2017 and December 31, 2016:~~

(in millions of U.S. dollars)
   September 30, 2017    December 31, 2016
Trade payables
   $ 218.0    $ 185.9
Accrued compensation
   48.5    38.4
Accrued sales incentives
   6.9    1.0
Accrued interest
   30.9    11.6
Payroll, sales and other taxes
   13.3    9.0
Accrued deposits
   65.8    51.9
Other accrued liabilities
   69.7    70.2




Total
   $ 453.1    $ 368.0



(in millions of U.S. dollars)
Remainder of 2018	$	19.0
2019	65.7
2020	56.5
2021	48.2
2022	40.9
Thereafter	211.2
Total	$	441.5

Note 12—Debt

Our total debt as of September ~~30, 2017~~29, 2018 and December ~~31, 2016~~30, 2017 was as follows:

   September 30, 2017    December 31, 2016
(in millions of U.S. dollars)
   Principal    Unamortized
Debt Issuance
Costs    Net    Principal    Unamortized
Debt Issuance
Costs    Net
10.000% senior notes due in 2021¹
   271.1    —      271.1    384.2    —      384.2
5.500% senior notes due in 2024
   531.1    9.8    521.3    474.1    9.8    464.3
5.500% senior notes due in 2025
   750.0    11.2    738.8    —      —      —
Capital leases
   5.4    —      5.4    5.8    —      5.8












Total debt
   1,557.6    21.0    1,536.6    864.1    9.8    854.3
Capital leases - current maturities
   2.6    —      2.6    2.9    —      2.9












Total current debt
   2.6    —      2.6    2.9    —      2.9












Total long-term debt
   $ 1,555.0    $ 21.0    $ 1,534.0    $ 861.2    $ 9.8    $ 851.4



	September 29, 2018						December 30, 2017
(in millions of U.S. dollars)	Principal		Unamortized Debt Issuance Costs		Net		Principal		Unamortized Debt Issuance Costs		Net
10.000% senior notes due in 2021¹	$	—	$	—	$	—	$	269.9	$	—	$	269.9
5.375% senior notes due in 2022	—		—		—		525.0		6.0		519.0
5.500% senior notes due in 2024	526.2		7.7		518.5		539.1		9.5		529.6
5.500% senior notes due in 2025	750.0		10.1		739.9		750.0		11.0		739.0
ABL facility	—		—		—		220.3		—		220.3
GE Term Loan	—		—		—		2.0		—		2.0
Short-term borrowings	9.0		—		9.0		—		—		—
Capital leases	5.3		—		5.3		6.4		—		6.4
Other debt financing	2.3		—		2.3		0.8		—		0.8
Total debt	1,292.8		17.8		1,275.0		2,313.5		26.5		2,287.0
Less: Short-term borrowings and current debt:
ABL facility	—		—		—		220.3		—		220.3
Total short-term borrowings required to be repaid or extinguished as part of divestiture	—		—		—		220.3		—		220.3
GE Term Loan - current maturities	—		—		—		2.0		—		2.0
Short-term borrowings	9.0		—		9.0		—		—		—
Capital leases - current maturities	1.7		—		1.7		2.3		—		2.3
Other debt financing	1.4		—		1.4		0.8		—		0.8
Total current debt	12.1		—		12.1		225.4		—		225.4
Less: Debt required to be repaid or extinguished as part of divestiture 5.375% senior notes due in 2022	—		—		—		525.0		6.0		519.0
Total debt required to be repaid or extinguished as part of divestiture	—		—		—		525.0		6.0		519.0
Total long-term debt	$	1,280.7	$	17.8	$	1,262.9	$	1,563.1	$	20.5	$	1,542.6

______________________

^1.
¹	Includes unamortized premium of ~~$21.1 million and $34.2~~$19.9 million at ~~September~~December 30, ~~2017 and December 31, 2016, respectively. The effective interest rate is 7.515%.~~2017.

~~5.500% Senior Notes due in 2025 (the “2025 Notes”)~~

On March 22, 2017, we issued $750.0 million of 2025 Notes to qualified purchasers in a private placement offering under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to~~non-U.S.~~ purchasers pursuant to Regulation S under the Securities Act and other applicable laws. The 2025 Notes were issued by our wholly-owned subsidiary Cott Holdings Inc., and most of our U.S., Canadian, U.K., Luxembourg and Dutch subsidiaries guarantee the 2025 Notes. The 2025 Notes will mature on April 1, 2025 and interest is payable semi-annually on April 1st and October 1st of each year commencing on October 1, 2017.

We incurred $11.7 million of financing fees in connection with the issuance of the 2025 Notes. The financing fees are being amortized using the effective interest method over an eight-year period, which represents the term to maturity of the 2025 Notes.

10.000% Senior Notes due in 2021 ~~(the “DSS Notes”)~~

On ~~May 5, 2017,~~January 30, 2018, we used a portion of the proceeds from the ~~issuance of~~Transaction to redeem the ~~2025 Notes to purchase $100.0~~remaining $250.0 million in aggregate principal amount of the DSS Notes. The redemption of the DSS Notes included ~~$7.7~~$12.5 million in premium payments, accrued interest of ~~$1.8~~$10.3 million and thewrite-off of ~~$9.2~~$19.6 million of unamortized premium.

5.375% Senior Notes due in 2022

On January 30, 2018, we used a portion of the proceeds from the Transaction to redeem the 2022 Notes. The redemption of the 2022 Notes included $21.2 million in premium payments, $2.2 million in accrued interest and the write-off of $5.9 million of deferred financing fees.

GE Term Loan

On January 30, 2018, we used a portion of the proceeds from the Transaction to pay the remaining $1.9 million outstanding balance of the GE Term Loan.

ABL Facility

On January 30, 2018, we used a portion of the proceeds from the Transaction to repay $262.5 million of our outstanding balance on the ABL facility.

On January 30, 2018, we amended and restated the Amended and Restated Credit Agreement, dated as of August 3, 2016, as amended, which governed our prior ABL facility. Under the credit agreement governing the ABL facility, as amended and restated, Cott and its restricted subsidiaries are subject to a number of business and financial covenants, including a minimum fixed charge coverage ratio, which measures our ability to cover financing expenses. The minimum fixed charge coverage ratio of 1.0 to 1.0 is effective if and when there exists an event of default or aggregate availability is less than the greater of 10% of the Line Cap under the ABL facility or $22.5 million. Line Cap is defined as an amount equal to the lesser of the lenders’ commitments or the borrowing base at such time. If an event of default exists or the excess availability is less than the greater of 10% of the aggregate availability under the ABL facility or $22.5 million, the lenders will take dominion over the cash and will apply excess cash to reduce amounts owing under the facility.

The amendment to the ABL facility was considered to be a modification of the original agreement. We wrote off $2.5 million of existing deferred financing fees. The remaining $2.5 million of unamortized deferred financing costs along with $1.5 million of deferred financing costs incurred in connection with the amendment to the ABL facility are being amortized using the straight-line method over the duration of the ABL facility.

Note 13—Accumulated Other Comprehensive (Loss) Income

With the disposition of the Traditional Business in 2018, the foreign currency translation balances associated with the Traditional Business were recognized in earnings in the period of disposition. Changes in accumulated other comprehensive (loss) income (“AOCI”) by component for the nine months ended September 29, 2018 and September 30, 2017 ~~and October 1, 2016~~ were as follows:

(in millions of U.S. dollars)¹
   Gains and Losses
on Derivative
Instruments    Pension
Benefit
Plan Items    Currency
Translation
Adjustment Items    Total
Beginning balance January 2, 2016
   $ (4.7 )    $ (10.1 )    $ (61.4 )    $ (76.2 )








OCI before reclassifications
   7.4    —      (23.8 )    (16.4 )
Amounts reclassified from AOCI
   (3.6 )    0.2    —      (3.4 )








Net current-period OCI
   3.8    0.2    (23.8 )    (19.8 )








Ending balance October 1, 2016
   $ (0.9 )    $ (9.9 )    $ (85.2 )    $ (96.0 )








Beginning balance December 31, 2016
   $ (0.1 )    $ (14.4 )    $ (103.4 )    $ (117.9 )








OCI before reclassifications
   1.2    (0.5 )    26.1    26.8
Amounts reclassified from AOCI
   (1.7 )    0.1    —      (1.6 )








Net current-period OCI
   (0.5 )    (0.4 )    26.1    25.2








Ending balance September 30, 2017
   $ (0.6 )    $ (14.8 )    $ (77.3 )    $ (92.7 )



(in millions of U.S. dollars) ¹	Gains and Losses on Derivative Instruments			Pension Benefit Plan Items			Currency Translation Adjustment Items			Total
Beginning balance December 31, 2016	$	(0.1	)	$	(14.4	)	$	(103.4	)	$	(117.9	)
OCI before reclassifications	1.2			(0.5		)	26.1			26.8
Amounts reclassified from AOCI	(1.7		)	0.1			—			(1.6		)
Net current-period OCI	(0.5		)	(0.4		)	26.1			25.2
Ending balance September 30, 2017	$	(0.6	)	$	(14.8	)	$	(77.3	)	$	(92.7	)
Beginning balance December 30, 2017	$	(1.4	)	$	(16.8	)	$	(76.2	)	$	(94.4	)
OCI before reclassifications	(13.8		)	—			(13.0		)	(26.8		)
Amounts reclassified from AOCI	3.8			16.9			9.4			30.1
Net current-period OCI	(10.0		)	16.9			(3.6		)	3.3
Ending balance September 29, 2018	$	(11.4	)	$	0.1		$	(79.8	)	$	(91.1	)

______________________

^1.
¹	All amounts are net of tax. Amounts in parentheses indicate debits.

The following table summarizes the amounts reclassified from AOCI for the three and nine months ended September 29, 2018 and September 30, 2017, ~~and October 1, 2016, respectively.~~

(in millions of U.S. dollars)
   For the Three Months Ended For the Nine Months Ended Affected Line Item in
Details About AOCI Components¹
   September 30,
2017 October 1,
2016 September 30,
2017 October 1,
2016 the Statement Where
Net Income Is Presented
Gains and losses on derivative instruments

Foreign currency and commodity hedges
   $ 0.2 $ 1.5 $ 1.7 $ 5.5 Cost of sales
   —   (0.6 ) —   (1.9 ) Tax expense


   $ 0.2 $ 0.9 $ 1.7 $ 3.6 Net of tax


Amortization of pension benefit plan items

Prior service costs²
   $ (0.3 ) $ —   $ (0.1 ) $ (0.2 ) Cost of sales


   (0.3 ) —   (0.1 ) (0.2 ) Total before taxes
   —   —   —   —   Tax expense


   $ (0.3 ) $ —   $ (0.1 ) $ (0.2 ) Net of tax


Total reclassifications for the period
   $ (0.1 ) $ 0.9 $ 1.6 $ 3.4 Net of tax

respectively:



(in millions of U.S. dollars)	For the Three Months Ended						For the Nine Months Ended						Affected Line Item in the Statement Where Net Income Is Presented
Details About AOCI Components ¹	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Gains and losses on derivative instruments
Foreign currency and commodity hedges	$	(2.4	)	$	0.2		$	(3.8	)	$	1.7		Cost of sales
	(2.4		)	0.2			(3.8		)	1.7			Total before taxes
	—			—			—			—			Tax expense or (benefit)
	$	(2.4	)	$	0.2		$	(3.8	)	$	1.7		Net of tax
Amortization of pension benefit plan items
Recognized net actuarial loss ²	—			—			(16.9		)	—			Gain on sale of discontinued operations
Prior service costs ³	$	—		$	(0.3	)	$	—		$	(0.1	)	Cost of sales
	—			(0.3		)	(16.9		)	(0.1		)	Total before taxes
	—			—			—			—			Tax expense or (benefit)
	$	—		$	(0.3	)	$	(16.9	)	$	(0.1	)	Net of tax
Foreign currency translation adjustments	—			—			(9.4		)	—			Gain on sale of discontinued operations
Total reclassifications for the period	$	(2.4	)	$	(0.1	)	$	(30.1	)	$	1.6		Net of tax

______________________

^1.
¹	Amounts in ~~parenthesis~~parentheses indicate debits.

^2.
²	Net of $3.6 million of associated tax impact that resulted in an increase to the gain on the sale of discontinued operations for the nine months ended September 29, 2018.


³	These AOCI components are included in the computation of net periodic pension cost.

Note 14—Commitments and Contingencies

We are subject to various claims and legal proceedings with respect to matters such as governmental regulations and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow.

In addition, the Israeli Ministry of Environmental Protection (the "Ministry") has alleged that a non-profit recycling corporation, which collects and recycles bottles sold by manufacturers, including Eden, failed to meet recycling quotas in 2016, in violation of Israeli law. The law imposes liability directly on manufacturers, and the Ministry has asserted that the manufacturers involved with the corporation owe a fine. Eden received a notice from the Ministry on June 21, 2018. Although we cannot predict the outcome of any potential proceedings at this early stage, Eden may be subject to a fine in excess of $0.1 million. Management believes, however, that the resolution of this matter will not be material to our financial position, results of operations, or cash flows.

We had ~~$40.1~~$44.3 million in standby letters of credit outstanding as of September ~~30, 2017~~29, 2018 ($~~42.4~~46.0 million—December ~~31, 2016)~~30, 2017).

Guarantees

After completion of the Transaction, the Company continues to provide contractual payment guarantees to three third-party lessors of certain real property used in the Traditional Business. The leases were conveyed to Refresco as part of the Transaction, but the Company’s guarantee was not released by the landlord. The three lease agreements mature in 2027, 2028 and 2029. The maximum potential amount of undiscounted future payments under the guarantee of approximately $33.5 million as of September 29, 2018 ($42.0 million—December 30, 2017) was calculated based on the minimum lease payments of the leases over the remaining term of the agreements. The Transaction documents require Refresco to pay all post-closing obligations under these conveyed leases, and to reimburse the Company if the landlord calls on a guarantee. Refresco has also agreed to a covenant to negotiate with the landlords for a release of the Company’s guarantees. Discussions with the landlords are ongoing. The Company currently does not believe it is probable it would be required to perform under any of these guarantees or any of the underlying obligations.

Note 15—Hedging Transactions and Derivative Financial Instruments

We are directly and indirectly affected by changes in foreign currency market conditions. These changes in market conditions may adversely impact our financial performance and are referred to as market risks. When deemed appropriate by management, we use derivatives as a risk management tool to mitigate the potential impact of foreign currency market risks.

We use various types of derivative instruments including, but not limited to, forward contracts, futures contracts and swap agreements for certain commodities. Forward and futures contracts are agreements to buy or sell a quantity of a ~~commodity~~currency at a predetermined future date, and at a predetermined rate or price. Forward contracts are tradedover-the-counter whereas future contracts are traded on an exchange. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices.

All derivatives are carried at fair value in the ~~consolidated balance sheets~~Consolidated Balance Sheets in the line item accounts receivable, net or accounts payable and accrued liabilities. The carrying values of the derivatives reflect the impact of legally enforceable ~~master netting~~ agreements with ~~each counterparty.~~the same counterparties. These agreements allow us to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty.

The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our ~~consolidated statements~~Consolidated Statements of ~~operations~~Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in AOCI and are reclassified into the line item in the ~~consolidated statements~~Consolidated Statements of ~~operations~~Operations in which the hedged items are recorded in the same period the hedged items affect earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized into earnings. We classify cash inflows and outflows related to derivative and hedging instruments within the appropriate cash flows section associated with the item being hedged.

For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. ~~Any ineffective portion of a financial instrument’s change in fair value is immediately recognized into earnings.~~

We estimate the fair values of our derivatives based on quoted market prices or pricing models using current market rates (see Note 16 to the ~~consolidated financial statements)~~Consolidated Financial Statements). The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or other financial indices. We do not view the fair values of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions. All of our derivatives areover-the-counter ~~or exchange traded~~ instruments with liquid markets.

Credit Risk Associated with Derivatives

We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of investment grade or better. We monitor counterparty exposures regularly and review promptly any downgrade in counterparty credit rating. We mitigatepre-settlement risk by being permitted to net settle for transactions with the same counterparty. To minimize the concentration of credit risk, we enter into derivative transactions with a portfolio of financial institutions. Based on these factors, we consider the risk of counterparty default to be minimal.

Cash Flow Hedging Strategy

We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow hedging relationships during the nine months ended September ~~30, 2017~~29, 2018 or ~~October 1, 2016. Substantially all outstanding hedges as of~~ September 30, 2017, ~~are expected to settle in the next twelve months.~~

respectively.

We have entered into coffee futures contracts to hedge our exposure to price fluctuations on green coffee associated with fixed-price sales contracts with customers, which generally range from ~~three~~3 to 1815 months in length. These ~~derivatives~~derivative instruments have been designated and qualified as a part of our commodity cash flow hedging program effective January 1, 2017. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee.

~~We did not elect hedge accounting for our coffee futures contracts in 2016.~~

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was ~~32.1~~83.4 million pounds and 48.1 million pounds as of September ~~30, 2017. The notional amounts for the coffee futures contracts not designated or qualifying as hedging instruments was 44.9 million pounds as of~~ 29, 2018 and December ~~31, 2016. The effective portion of the cash-flow hedge recognized in AOCI during the nine months ended September~~ 30, 2017 ~~was $1.6 million.~~, respectively. Approximately ~~$0.2~~$2.4 million and ~~$1.7~~$3.8 million of realized ~~gains,~~losses, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the ~~consolidated statements~~Consolidated Statements of ~~operations~~Operations for the three and nine months ended September 29, 2018, respectively. Approximately $0.2 million and $1.7 million of realized gains were reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the three and nine months ended September 30, 2017, respectively. ~~The hedge ineffectiveness for these cash flow hedging instruments was nil and $0.1 million for~~As of September 29, 2018, the ~~three and nine~~estimated net amount of losses reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months ~~ended September 30, 2017, respectively.~~

is $9.7 million.

The fair value of the Company’s ~~derivative assets included within other receivables as a component of accounts receivable,~~ net ~~was nil as of September 30, 2017 and December 31, 2016. The fair value of the Company’s~~ derivative liabilities included in accounts payable and accrued liabilities was ~~$1.9~~$10.7 million and ~~$6.1~~$1.2 million as of September 29, 2018 and December 30, 2017, respectively. We had no derivative assets as of September 29, 2018 and December ~~31, 2016, respectively.~~30, 2017. Set forth below is a reconciliation of the Company’s derivatives by contract type for the periods indicated:

(in millions of U.S. dollars)
   September 30, 2017    December 31, 2016
Derivative Contract
   Assets    Liabilities    Assets    Liabilities
Coffee futures¹
   $ —      $ 1.9    $ —      $ 6.1








   $ —      $ 1.9    $ —      $ 6.1



(in millions of U.S. dollars)	September 29, 2018				December 30, 2017
Derivative Contract	Assets		Liabilities		Assets		Liabilities
Coffee futures¹	$	—	$	10.7	$	—	$	1.2

______________________

^1.

The fair value of the coffee futures excludes amounts in the related margin accounts. We are required to maintain margin accounts in accordance with futures market and broker regulations. As of September ~~30, 2017~~29, 2018 and December ~~31, 2016,~~30, 2017, the aggregate margin account balances were ~~$4.1~~$15.4 million and ~~$9.2~~$5.3 million, respectively, and are included in cash &and cash equivalents on the ~~consolidated balance sheets.~~Consolidated Balance Sheets.

Coffee futures are subject to enforceable master netting arrangements and are presented net in the reconciliation above. The fair value of the coffee futures assets and liabilities which are shown on a net basis are reconciled in the table below:

(in millions of U.S. dollars)
   September 30, 2017    December 31, 2016
Coffee futures assets
   $ 0.1    $ 1.4
Coffee futures liabilities
   (2.0 )    (7.5 )




Net liability
   $ (1.9 )    $ (6.1 )



(in millions of U.S. dollars)	September 29, 2018			December 30, 2017
Coffee futures assets	$	2.1		$	0.6
Coffee futures liabilities	(12.8		)	(1.8		)
Net asset (liability)	$	(10.7	)	$	(1.2	)

The location and amount of gains or losses recognized in the Consolidated Statements of Operations for cash flow hedging relationships, presented on a pre-tax basis, for the three and nine months ended September 29, 2018 and September 30, 2017, respectively, is shown in the table below:



	For the Three Months Ended					For the Nine Months Ended
	September 29, 2018		September 30, 2017			September 29, 2018		September 30, 2017
(in millions of U.S. dollars)	Cost of sales					Cost of sales
Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	298.8	$	288.1		$	888.3	$	849.7
Loss (gain) on cash flow hedging relationship
Coffee futures:
Loss (gain) reclassified from AOCI into expense	$	2.4	$	(0.2	)	$	3.8	$	(1.7	)

The settlement of our derivative instruments resulted in a debit to cost of sales of $2.4 million and $3.8 million for the three and nine months ended September 29, 2018, respectively, and a credit to cost of sales of $0.2 million and $1.7 million for the three and nine months ended September 30, 2017, ~~respectively, and nil and nil for the three and nine months ended October 1, 2016,~~ respectively.

Note 16—Fair Value Measurements

~~ASC No.~~

FASB Accounting Standards Codification Topic 820,Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair value are as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

We have certain assets and liabilities such as our derivative instruments that are required to be recorded at fair value on a recurring basis in accordance with GAAP.

Our derivative assets and liabilities represent Level 2 instruments. Level 2 instruments are valued based on observable inputs for quoted prices for similar assets and liabilities in active markets. The fair value for the net derivative liabilities as of September 29, 2018 and December 30, 2017 was $10.7 million and $1.2 million, respectively. We had no derivative assets as of September ~~30, 2017~~29, 2018 and December ~~31, 2016 was nil. The fair value for the derivative liabilities as of September~~ 30, ~~2017 and December 31, 2016 was $1.9 million and $6.1 million, respectively.~~

2017.

Fair Value of Financial Instruments

The carrying amounts reflected in the ~~consolidated balance sheets~~Consolidated Balance Sheets for cash &and cash equivalents, receivables, payables, short-term borrowings and long-term debt approximate their respective fair values, except as otherwise indicated. The carrying values and estimated fair values of our significant outstanding debt as of September ~~30, 2017~~29, 2018 and December ~~31, 2016~~30, 2017 were as follows:

   September 30, 2017    December 31, 2016
(in millions of U.S. dollars)
   Carrying
Value    Fair
Value    Carrying
Value    Fair
Value
10.000% senior notes due in 2021^{1, 2}
   271.1    264.4    384.2    383.7
5.500% senior notes due in 2024^{1, 3}
   521.3    584.9    464.3    505.5
5.500% senior notes due in 2025^{1, 3}
   738.8    781.9    —      —








Total
   $ 1,531.2    $ 1,631.2    $ 848.5    $ 889.2



	September 29, 2018				December 30, 2017
(in millions of U.S. dollars)	Carrying Value		Fair Value		Carrying Value		Fair Value
10.000% senior notes due in 2021 ^{1, 2}	$	—	$	—	$	269.9	$	283.4
5.375% senior notes due in 2022 ^{1, 3}	—		—		519.0		539.9
5.500% senior notes due in 2024 ^{1, 3}	518.5		550.3		529.6		574.0
5.500% senior notes due in 2025 ^{1, 3}	739.9		722.4		739.0		759.3
Total	$	1,258.4	$	1,272.7	$	2,057.5	$	2,156.6

______________________

^1.
¹	The fair values were based on the trading levels and bid/offer prices observed by a market participant and are considered Level 2 financial instruments.

^2.
²	Includes unamortized premium of ~~$21.1 million and $34.2~~$19.9 million at ~~September~~December 30, ~~2017 and December 31, 2016, respectively.~~2017.

^3.
³~~The carrying~~	Carrying value of our significant outstanding debt is net of unamortized debt issuance costs ~~of $21.0 million and $9.8 million~~ as of September 29, 2018 and December 30, 2017 ~~and December 31, 2016, respectively.~~(see Note 12 to the Consolidated Financial Statements).

Note 17—~~Guarantor Subsidiaries~~

~~Guarantor Subsidiaries~~Subsequent Events

On October 15, 2018, DSS, a wholly-owned subsidiary of Cott, acquired The Mountain Valley Spring Company ("Mountain Valley"), a growing American brand of spring and sparkling bottled water delivered to homes and offices throughout the U.S., for ~~DSS Notes~~

approximately $78.5 million on a debt and cash free basis. The ~~DSS Notes~~acquisition was funded using cash on hand as well as borrowings under our ABL facility. Due to the limited time since the Mountain Valley acquisition closing date, the Company is unable to provide actual amounts recognized related to the Mountain Valley assets acquired and liabilities assumed as ~~part of~~ the accounting for the purchase price allocation has not yet been completed. As a result, certain required disclosures relative to the Mountain Valley 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”) requiresincluding those related to any ~~100% owned domestic restricted subsidiary (i) that guarantees~~goodwill or becomes a borrower under the Credit Agreement (as defined in the DSS Indenture) or the asset-based lending facility (the “ABL facility”) or (ii) that guarantees any other indebtedness of Cott Corporation, DSS or any of the DSS Guarantor Subsidiaries (other than junior lien obligations) secured by collateral (other than Excluded Property (as defined in the DSS Indenture))bargain purchase amounts to ~~guarantee on a secured basis the DSS Notes. The guarantees of Cott Corporation and the DSS Guarantor Subsidiaries may~~ be ~~released in limited circumstances only upon the occurrence of certain customary conditions set forth in the Indenture governing the DSS Notes.~~

~~We have not presented separate financial statements and separate disclosures~~recognized, 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~~made. Mountain Valley will become a ~~consolidating basis: our Balance Sheets, Statements of Operations and Cash Flows for Cott Corporation, DSS, the DSS Guarantor Subsidiaries and our othernon-guarantor~~ ~~subsidiaries (the “DSSNon-Guarantor~~ ~~Subsidiaries”). This supplemental financial information reflects our investments and those of DSS in their respective subsidiaries using the equity method of accounting.~~

The €450.0 million (U.S. $531.1 million at the exchange rate in effect on September 30, 2017) of the 2024 Notes were initially issued on June 30, 2016 by Cott Finance Corporation, which was not a DSS Guarantor Subsidiary. Cott Finance Corporation was declared an unrestricted subsidiary under the DSS Indenture. As a result, such entity is reflected as a DSS~~Non-Guarantor~~ Subsidiary in the following summarized condensed consolidating financial information through August 2, 2016. Substantially simultaneously with the closing of the Eden Acquisition on August 2, 2016, we assumed all of the obligations of Cott Finance Corporation as issuer under the 2024 Notes, and Cott Corporation’s U.S., Canadian, U.K., Luxembourg and Dutch subsidiaries that are currently obligors under the 5.375% senior notes due 2022 (“2022 Notes”) and the 6.75% senior notes due 2020 (“2020 Notes”) (including Cott Beverages Inc.) entered into a supplemental indenture to guarantee the 2024 Notes. Currently, the obligors under the 2024 Notes are different than the obligors under the DSS Notes, but identical to the obligors under the 2020 Notes and the 2022 Notes. The 2024 Notes are listed on the official list of the Irish Stock Exchange and are traded on the Global Exchange Market thereof.

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended September 30, 2017
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $ —   $ 271.9 $ 198.7 $ 110.3 $ —   $ 580.9
Cost of sales
   —   105.4 145.9 36.8 —   288.1


Gross profit
   —   166.5 52.8 73.5 —   292.8
Selling, general and administrative expenses
   1.2 143.7 57.0 60.9 —   262.8
Loss (gain) on disposal of property, plant & equipment, net
   —   0.3 (0.6 ) (0.1 ) —   (0.4 )
Acquisition and integration expenses
   —   2.5 2.2 (1.5 ) —   3.2


Operating (loss) income
   (1.2 ) 20.0 (5.8 ) 14.2 —   27.2
Other expense (income), net
   —   0.3 1.3 (0.1 ) —   1.5
Intercompany interest expense (income), net
   —   54.2 (33.4 ) (12.8 ) (8.0 ) —
Interest expense, net
   7.5 5.2 10.5 —   —   23.2


(Loss) income before income tax expense, equity income and discontinued operations
   (8.7 ) (39.7 ) 15.8 27.1 8.0 2.5
Income tax expense
   —   0.4 0.5 —   —   0.9
Equity income
   43.4 —   0.1 —   (43.5 ) —


Net income (loss) from continuing operations
   $ 34.7 $ (40.1 ) $ 15.4 $ 27.1 $ (35.5 ) $ 1.6
Net income from discontinued operations, net of income taxes
   7.8 —   32.8 3.3 (0.9 ) 43.0


Net income (loss)
   42.5 (40.1 ) 48.2 30.4 (36.4 ) 44.6
Less: Net income attributable tonon-controlling interests
   —   —   —   2.1 —   2.1


Net income (loss) attributable to Cott Corporation
   $ 42.5 $ (40.1 ) $ 48.2 $ 28.3 $ (36.4 ) $ 42.5


Comprehensive income (loss) attributable to Cott Corporation
   $ 46.7 $ (40.1 ) $ 27.4 $ 23.0 $ (10.3 ) $ 46.7

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended September 30, 2017
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $ —   $ 786.3 $ 607.6 $ 304.5 $ —   $ 1,698.4
Cost of sales
   —   305.9 443.8 100.0 —   849.7


Gross profit
   —   480.4 163.8 204.5 —   848.7
Selling, general and administrative expenses
   4.1 423.4 171.6 178.7 —   777.8
Loss (gain) on disposal of property, plant & equipment, net
   —   6.3 (1.5 ) —   —   4.8
Acquisition and integration expenses
   —   5.9 6.9 4.4 —   17.2


Operating (loss) income
   (4.1 ) 44.8 (13.2 ) 21.4 —   48.9
Other (income) expense, net
   —   (1.4 ) 0.9 (0.6 ) —   (1.1 )
Intercompany interest expense (income), net
   —   32.5 (21.6 ) (7.6 ) (3.3 ) —
Interest expense, net
   21.6 18.4 22.1 —   —   62.1


(Loss) income before income tax (benefit) expense, equity income and discontinued operations
   (25.7 ) (4.7 ) (14.6 ) 29.6 3.3 (12.1 )
Income tax (benefit) expense
   —   1.2 (5.3 ) 5.1 —   1.0
Equity income
   0.6 —   0.1 —   (0.7 ) —


Net (loss) income from continuing operations
   $ (25.1 ) $ (5.9 ) $ (9.2 ) $ 24.5 $ 2.6 $ (13.1 )
Net income (loss) from discontinued operations, net of income taxes
   6.6 —   (7.4 ) 10.8 (9.0 ) 1.0


Net (loss) income
   (18.5 ) (5.9 ) (16.6 ) 35.3 (6.4 ) (12.1 )
Less: Net income attributable tonon-controlling interests
   —   —   —   6.4 —   6.4


Net (loss) income attributable to Cott Corporation
   $ (18.5 ) $ (5.9 ) $ (16.6 ) $ 28.9 $ (6.4 ) $ (18.5 )


Comprehensive income (loss) attributable to Cott Corporation
   $ 6.7 $ (5.9 ) $ (81.3 ) $ 28.5 $ 58.7 $ 6.7

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended October 1, 2016
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $
—

$ 262.2 $ 144.6 $ 69.9 $ —   $ 476.7
Cost of sales
   —   101.2 103.0 24.8 —   229.0


Gross profit
   —   161.0 41.6 45.1 —   247.7
Selling, general and administrative expenses
   1.6 143.9 38.7 41.1 —   225.3
Loss (gain) on disposal of property, plant & equipment, net
   —   1.6 (0.2 ) —   —   1.4
Acquisition and integration expenses
   —   (1.4 ) 7.4 1.4 —   7.4


Operating (loss) income
   (1.6 ) 16.9 (4.3 ) 2.6 —   13.6
Other (income) expense, net
   —   (0.3 ) (0.6 ) 1.1 —   0.2
Intercompany interest expense (income), net
   —   10.8 (0.6 ) (4.2 ) (6.0 ) —
Interest expense (income), net
   7.4 7.4 —   (0.3 ) —   14.5


(Loss) income before income tax expense (benefit), equity income and discontinued operations
   (9.0 ) (1.0 ) (3.1 ) 6.0 6.0 (1.1 )
Income tax expense (benefit)
   7.6 (0.2 ) (4.9 ) 0.4 —   2.9
Equity income
   8.7 —   —   —   (8.7 ) —


Net (loss) income from continuing operations
   $ (7.9 ) $ (0.8 ) $ 1.8 $ 5.6 $ (2.7 ) $ (4.0 )
Net income from discontinued operations, net of income taxes
   5.3 —   5.0 3.2 (10.6 ) 2.9


Net (loss) income
   (2.6 ) (0.8 ) 6.8 8.8 (13.3 ) (1.1 )
Less: Net income attributable tonon-controlling interests
   —   —   —   1.5 —   1.5


Net (loss) income attributable to Cott Corporation
   $ (2.6 ) $ (0.8 ) $ 6.8 $ 7.3 $ (13.3 ) $ (2.6 )


Comprehensive (loss) income attributable to Cott Corporation
   $ (7.8 ) $ (0.8 ) $ 110.4 $ 11.2 $ (120.8 ) $ (7.8 )

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended October 1, 2016
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $ —   $ 764.3 $ 267.8 $ 69.9 $ —   $ 1,102.0
Cost of sales
   —   297.5 188.1 24.8 —   510.4


Gross profit
   —   466.8 79.7 45.1 —   591.6
Selling, general and administrative expenses
   12.6 422.3 71.7 41.1 —   547.7
Loss (gain) on disposal of property, plant & equipment, net
   —   4.8 (0.2 ) —   —   4.6
Acquisition and integration expenses
   —   0.6 18.5 1.4 —   20.5


Operating (loss) income
   (12.6 ) 39.1 (10.3 ) 2.6 —   18.8
Other (income) expense, net
   —   (1.6 ) 0.5 1.1 —   —
Intercompany interest expense (income), net
   —   32.4 0.4 (13.3 ) (19.5 ) —
Interest expense (income), net
   7.4 22.0 —   (0.2 ) —   29.2


(Loss) income before income tax expense (benefit), equity income and discontinued operations
   (20.0 ) (13.7 ) (11.2 ) 15.0 19.5 (10.4 )
Income tax expense (benefit)
   7.4 (4.8 ) (7.6 ) 0.2 —   (4.8 )
Equity income
   22.9 —   —   —   (22.9 ) —


Net (loss) income from continuing operations
   $ (4.5 ) $ (8.9 ) $ (3.6 ) $ 14.8 $ (3.4 ) $ (5.6 )
Net income from discontinued operations, net of income taxes
   6.5 —   26.7 9.4 (30.6 ) 12.0


Net income (loss)
   2.0 (8.9 ) 23.1 24.2 (34.0 ) 6.4
Less: Net income attributable tonon-controlling interests
   —   —   —   4.4 —   4.4


Net income (loss) attributable to Cott Corporation
   $ 2.0 $ (8.9 ) $ 23.1 $ 19.8 $ (34.0 ) $ 2.0


Comprehensive (loss) income attributable to Cott Corporation
   $ (17.8 ) $ (8.9 ) $ 211.2 $ 23.8 $ (226.1 ) $ (17.8 )

~~Consolidating Balance Sheets~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   As of September 30, 2017
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
ASSETS

Current assets

Cash & cash equivalents
   $ —   $ 20.8 $ 34.4 $ 26.8 $ —   $ 82.0
Accounts receivable, net of allowance
   —   137.4 89.0 93.9 (8.7 ) 311.6
Inventories
   —   30.2 96.5 15.6 —   142.3
Prepaid expenses and other current assets
   0.1 8.5 7.1 6.5 —   22.2
Current assets of discontinued operations
   63.2 —   563.4 28.9 (229.0 ) 426.5


Total current assets
   63.3 196.9 790.4 171.7 (237.7 ) 984.6
Property, plant & equipment, net
   —   371.2 112.2 107.0 —   590.4
Goodwill
   —   587.2 189.6 320.2 —   1,097.0
Intangible assets, net
   —   353.1 203.6 207.2 —   763.9
Deferred tax assets
   —   —   —   2.2 —   2.2
Other long-term assets, net
   0.4 14.6 5.6 16.2 —   36.8
Due from affiliates
   —   —   1.1 371.8 (372.9 ) —
Investments in subsidiaries
   —   —   3.9 —   (3.9 ) —
Long-term assets of discontinued operations
   1,425.1 —   1,546.1 6.9 (2,304.5 ) 673.6


Total assets
   $ 1,488.8 $ 1,523.0 $ 2,852.5 $ 1,203.2 $ (2,919.0 ) $ 4,148.5


LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt
   $ —   $ 0.1 $ —   $ 2.5 $ —   $ 2.6
Accounts payable and accrued liabilities
   8.6 275.6 187.1 136.8 (155.0 ) 453.1
Current liabilities of discontinued operations
   91.6 —   500.2 10.0 (82.7 ) 519.1


Total current liabilities
   100.2 275.7 687.3 149.3 (237.7 ) 974.8
Long-term debt
   521.3 271.2 738.8 2.7 —   1,534.0
Deferred tax liabilities
   —   82.6 18.6 30.7 —   131.9
Other long-term liabilities
   —   39.5 17.2 10.8 —   67.5
Due to affiliates
   —   543.3 424.8 858.6 (1,826.7 ) —
Long-term liabilities of discontinued operations
   1.9 —   655.4 28.1 (118.9 ) 566.5


Total liabilities
   623.4 1,212.3 2,542.1 1,080.2 (2,183.3 ) 3,274.7
Equity

Common shares, no par
   915.5 355.5 752.1 144.5 (1,252.1 ) 915.5
Additionalpaid-in-capital
   63.3 —   —   —   63.3
(Accumulated deficit) retained earnings
   (20.7 ) (44.6 ) (534.8 ) (38.6 ) 618.0 (20.7 )
Accumulated other comprehensive (loss) income
   (92.7 ) (0.2 ) 93.1 8.7 (101.6 ) (92.7 )


Total Cott Corporation equity
   865.4 310.7 310.4 114.6 (735.7 ) 865.4
Non-controlling interests
   —   —   —   8.4 —   8.4


Total equity
   865.4 310.7 310.4 123.0 (735.7 ) 873.8


Total liabilities and equity
   $ 1,488.8 $ 1,523.0 $ 2,852.5 $ 1,203.2 $ (2,919.0 ) $ 4,148.5

~~Consolidating Balance Sheets~~

~~(in millions of U.S. dollars)~~

   As of December 31, 2016
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
ASSETS

Current assets

Cash & cash equivalents
   $ —   $ 22.7 $ 23.6 $ 31.8 $ —   $ 78.1
Accounts receivable, net of allowance
   —   121.7 82.6 84.0 (11.6 ) 276.7
Inventories
   —   29.2 79.9 15.5 —   124.6
Prepaid expenses and other current assets
   1.7 7.1 10.0 4.2 (0.9 ) 22.1
Current assets of discontinued operations
   47.2 —   346.6 23.2 (65.3 ) 351.7


Total current assets
   48.9 180.7 542.7 158.7 (77.8 ) 853.2
Property, plant & equipment, net
   —   364.5 115.8 101.5 —   581.8
Goodwill
   —   582.0 183.6 282.7 —   1,048.3
Intangible assets, net
   —   356.8 204.4 197.8 —   759.0
Other long-term assets, net
   0.5 14.6 6.6 2.3 —   24.0
Due from affiliates
   —   —   —   329.6 (329.6 ) —
Investments in subsidiaries
   —   —   —   —   —   —
Long-term assets of discontinued operations
   1,353.7 —   1,548.9 4.2 (2,233.4 ) 673.4


Total assets
   $ 1,403.1 $ 1,498.6 $ 2,602.0 $ 1,076.8 $ (2,640.8 ) $ 3,939.7


LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt
   $ —   $ —   $ 0.1 $ 2.8 $ —   $ 2.9
Accounts payable and accrued liabilities
   4.2 135.1 124.9 124.8 (21.0 ) 368.0
Current liabilities of discontinued operations
   63.6 —   423.8 8.5 (56.7 ) 439.2


Total current liabilities
   67.8 135.1 548.8 136.1 (77.7 ) 810.1
Long-term debt
   464.4 384.2 —   2.8 —   851.4
Deferred tax liabilities
   0.9 81.2 46.5 26.4 —   155.0
Other long-term liabilities
   —   38.0 16.9 20.5 —   75.4
Due to affiliates
   —   543.3 390.6 775.1 (1,709.0 ) —
Long-term liabilities of discontinued operations
   1.5 —   1,255.8 24.6 (107.9 ) 1,174.0


Total liabilities
   534.6 1,181.8 2,258.6 985.5 (1,894.6 ) 3,065.9
Equity

Common shares, no par
   909.3 355.4 691.5 149.7 (1,196.6 ) 909.3
Additionalpaid-in-capital
   54.2 —   —   —   —   54.2
Retained earnings (accumulated deficit)
   22.9 (38.4 ) (505.9 ) (72.8 ) 617.1 22.9
Accumulated other comprehensive (loss) income
   (117.9 ) (0.2 ) 157.8 9.1 (166.7 ) (117.9 )


Total Cott Corporation equity
   868.5 316.8 343.4 86.0 (746.2 ) 868.5
Non-controlling interests
   —   —   —   5.3 —   5.3


Total equity
   868.5 316.8 343.4 91.3 (746.2 ) 873.8


Total liabilities and equity
   $ 1,403.1 $ 1,498.6 $ 2,602.0 $ 1,076.8 $ (2,640.8 ) $ 3,939.7


��

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended September 30, 2017
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Net cash (used in) provided by operating activities from continuing operations
   $ (0.1 ) $ (88.0 ) $ 17.4 $ 14.7 $ 102.2 $ 46.2


Investing Activities

Acquisitions, net of cash received
   —   (1.1 ) —   (2.3 ) —   (3.4 )
Additions to property, plant & equipment
   —   (22.1 ) (7.9 ) (8.2 ) —   (38.2 )
Additions to intangible assets
   —   (0.4 ) (2.7 ) (0.3 ) —   (3.4 )
Proceeds from sale of property, plant & equipment
   —   0.2 0.9 2.0 —   3.1
Other investing activities
   —   —   0.5 —   —   0.5


Net cash used in investing activities from continuing operations
   —   (23.4 ) (9.2 ) (8.8 ) —   (41.4 )


Financing Activities

Payments of long-term debt
   —   —   (0.2 ) (0.1 ) —   (0.3 )
Issuance of common shares
   2.1 —   —   —   —   2.1
Common shares repurchased and cancelled
   (0.1 ) —   —   —   —   (0.1 )
Dividends paid to common shareowners
   (8.4 ) —   —   —   —   (8.4 )
Proceeds from intercompany loan from affiliate
   —   109.5 —   —   (109.5 ) —


Net cash (used in) provided by financing activities from continuing operations
   (6.4 ) 109.5 (0.2 ) (0.1 ) (109.5 ) (6.7 )


Cash Flows from Discontinued Operations

Net cash provided by operating activities from discontinued operations
   7.6 —   137.5 6.1 (103.8 ) 47.4
Net cash used in investing activities from discontinued operations
   (0.5 ) —   (121.8 ) (0.5 ) 109.5 (13.3 )
Net cash used in financing activities from discontinued operations
   —   —   (7.9 ) (2.9 ) 1.6 (9.2 )


Net cash provided by discontinued operations
   7.1 —   7.8 2.7 7.3 24.9


Effect of exchange rate changes on cash
   0.1 —   1.1 0.8 —   2.0


Net increase (decrease) in cash & cash equivalents
   0.7 (1.9 ) 16.9 9.3 —   25.0
Cash & cash equivalents, beginning of period
   5.1 22.7 67.3 28.1 —   123.2


Cash & cash equivalents, end of period
   5.8 20.8 84.2 37.4 —   148.2
Cash & cash equivalents from discontinued operations, end of period
   5.8 —   49.8 10.6 —   66.2


Cash & cash equivalents from continuing operations, end of period
   $ —   $ 20.8 $ 34.4 $ 26.8 $ —   $ 82.0

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended September 30, 2017
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Net cash provided by operating activities from continuing operations
   $ 0.5 $ 84.0 $ 34.4 $ 29.8 $ (10.0 ) $ 138.7


Investing Activities

Acquisitions, net of cash received
   —   (27.9 ) (2.1 ) (3.4 ) —   (33.4 )
Additions to property, plant & equipment
   —   (59.8 ) (13.3 ) (24.0 ) —   (97.1 )
Additions to intangible assets
   —   (2.4 ) (2.7 ) (0.9 ) —   (6.0 )
Proceeds from sale of property, plant & equipment
   —   2.4 0.9 2.7 —   6.0
Intercompany loan to affiliate
   —   —   (750.0 ) —   750.0 —
Other investing activities
   —   —   0.9 —   —   0.9


Net cash used in investing activities from continuing operations
   —   (87.7 ) (766.3 ) (25.6 ) 750.0 (129.6 )


Financing Activities

Payments of long-term debt
   —   (100.0 ) (0.2 ) (1.7 ) —   (101.9 )
Issuance of long-term debt
   —   —   750.0 —   —   750.0
Premiums and costs paid upon extinguishment of long-term debt
   —   (7.7 ) —   —   —   (7.7 )
Financing fees
   —   —   (11.1 ) —   —   (11.1 )
Issuance of common shares
   2.9 —   —   —   —   2.9
Common shares repurchased and cancelled
   (1.9 ) —   —   —   —   (1.9 )
Dividends paid to common shareowners
   (25.1 ) —   —   —   —   (25.1 )
Proceeds from intercompany loan from affiliate
   —   109.5 —   —   (109.5 ) —
Other financing activities
   —   —   —   0.5 —   0.5
Intercompany dividends
   —   —   —   (10.9 ) 10.9 —


Net cash (used in) provided by financing activities from continuing operations
   (24.1 ) 1.8 738.7 (12.1 ) (98.6 ) 605.7


Cash Flows from Discontinued Operations

Net cash provided by operating activities from discontinued operations
   27.0 —   21.8 11.6 (4.3 ) 56.1
Net cash used in investing activities from discontinued operations
   (1.9 ) —   (142.9 ) (1.4 ) 109.5 (36.7 )
Net cash provided by (used in) financing activities from discontinued operations
   —   —   142.4 (6.3 ) (746.6 ) (610.5 )


Net cash provided by (used in) discontinued operations
   25.1 —   21.3 3.9 (641.4 ) (591.1 )


Effect of exchange rate changes on cash
   (0.5 ) —   4.0 2.9 —   6.4


Net increase (decrease) in cash & cash equivalents
   1.0 (1.9 ) 32.1 (1.1 ) —   30.1
Cash & cash equivalents, beginning of period
   4.8 22.7 52.1 38.5 —   118.1


Cash & cash equivalents, end of period
   5.8 20.8 84.2 37.4 —   148.2
Cash & cash equivalents from discontinued operations, end of period
   5.8 —   49.8 10.6 —   66.2


Cash & cash equivalents from continuing operations, end of period
   $ —   $ 20.8 $ 34.4 $ 26.8 $ —   $ 82.0

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended October 1, 2016
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Net cash (used in) provided by operating activities from continuing operations
   $ (0.3 ) $ 35.6 $ 17.8 $ 52.5 $ (54.5 ) $ 51.1


Investing Activities

Acquisitions, net of cash received
   (911.3 ) (1.2 ) —   —   —   (912.5 )
Additions to property, plant & equipment
   —   (24.2 ) (4.1 ) (4.1 ) —   (32.4 )
Additions to intangible assets
   —   (1.2 ) —   —   —   (1.2 )
Proceeds from sale of property, plant & equipment
   —   —   0.9 0.4 —   1.3


Net cash used in investing activities from continuing operations
   (911.3 ) (26.6 ) (3.2 ) (3.7 ) —   (944.8 )


Financing Activities

Payments of long-term debt
   —   —   (0.2 ) (0.6 ) —   (0.8 )
Financing fees
   (9.6 ) —   —   —   —   (9.6 )
Issuance of common shares
   2.4 —   —   —   —   2.4
Common shares repurchased and cancelled
   (3.4 ) —   —   —   —   (3.4 )
Dividends paid to common shareowners
   (8.4 ) —   —   —   —   (8.4 )
Payment of deferred consideration for acquisitions
   —   —   (10.8 ) —   —   (10.8 )
Intercompany dividends
   —   —   —   (13.9 ) 13.9 —


Net cash used in financing activities from continuing operations
   (19.0 ) —   (11.0 ) (14.5 ) 13.9 (30.6 )


Cash Flows from Discontinued Operations

Net cash provided by (used in) operating activities from discontinued operations
   252.2 —   (250.4 ) 5.3 37.8 44.9
Net cash provided by (used in) investing activities from discontinued operations
   0.4 —   (8.5 ) (0.1 ) —   (8.2 )
Net cash (used in) provided by financing activities from discontinued operations
   (2.3 ) —   262.9 (5.5 ) 2.8 257.9


Net cash provided by (used in) discontinued operations
   250.3 —   4.0 (0.3 ) 40.6 294.6


Effect of exchange rate changes on cash
   (4.1 ) —   (0.5 ) 0.6 —   (4.0 )


Net (decrease) increase in cash, cash equivalents and restricted cash
   (684.4 ) 9.0 7.1 34.6 —   (633.7 )
Cash, cash equivalents and restricted cash, beginning of period
   685.7 26.4 33.2 7.3 —   752.6


Cash & cash equivalents, end of period
   1.3 35.4 40.3 41.9 —   118.9
Cash & cash equivalents from discontinued operations, end of period
   1.3 —   19.2 7.0 —   27.5


Cash & cash equivalents from continuing operations, end of period
   $ —   $ 35.4 $ 21.1 $ 34.9 $ —   $ 91.4

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended October 1, 2016
   Cott
Corporation DS Services of
America, Inc. DSS
Guarantor
Subsidiaries DSS
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Net cash provided by operating activities from continuing operations
   $ 1.4 $ 87.4 $ 34.2 $ 52.6 $ (103.7 ) $ 71.9


Investing Activities

Acquisitions, net of cash received
   (954.0 ) (4.7 ) —   —   —   (958.7 )
Additions to property, plant & equipment
   —   (58.0 ) (7.2 ) (4.1 ) —   (69.3 )
Additions to intangible assets
   —   (2.3 ) —   —   —   (2.3 )
Proceeds from sale of property, plant & equipment
   —   0.2 0.9 0.4 —   1.5


Net cash used in investing activities from continuing operations
   (954.0 ) (64.8 ) (6.3 ) (3.7 ) —   (1,028.8 )


Financing Activities

Payments of long-term debt
   —   —   (0.3 ) (0.6 ) —   (0.9 )
Issuance of long-term debt
   498.7 —   —   —   —   498.7
Financing fees
   (9.6 ) —   —   —   —   (9.6 )
Issuance of common shares
   366.6 —   —   —   —   366.6
Common shares repurchased and cancelled
   (4.5 ) —   —   —   —   (4.5 )
Dividends paid to common shareowners
   (23.1 ) —   —   —   —   (23.1 )
Payment of deferred consideration for acquisitions
   —   —   (10.8 ) —   —   (10.8 )
Intercompany dividends
   —   —   (12.2 ) (13.9 ) 26.1 —


Net cash provided by (used in) financing activities from continuing operations
   828.1 —   (23.3 ) (14.5 ) 26.1 816.4


Cash Flows from Discontinued Operations

Net cash provided by (used in) operating activities from discontinued operations
   112.2 —   (98.4 ) 15.1 58.6 87.5
Net cash used in investing activities from discontinued operations
   (0.6 ) —   (28.0 ) (0.7 ) —   (29.3 )
Net cash (used in) provided by financing activities from discontinued operations
   (5.2 ) —   127.0 (12.5 ) 19.0 128.3


Net cash provided by discontinued operations
   106.4 —   0.6 1.9 77.6 186.5


Effect of exchange rate changes on cash
   (1.4 ) —   (3.3 ) 0.5 —   (4.2 )


Net (decrease) increase in cash & cash equivalents
   (19.5 ) 22.6 1.9 36.8 —   41.8
Cash & cash equivalents, beginning of period
   20.8 12.8 38.4 5.1 —   77.1


Cash & cash equivalents, end of period
   1.3 35.4 40.3 41.9 —   118.9
Cash & cash equivalents from discontinued operations, end of period
   1.3 —   19.2 7.0 —   27.5


Cash & cash equivalents from continuing operations, end of period
   $ —   $ 35.4 $ 21.1 $ 34.9 $ —   $ 91.4

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

The 2020 Notes and the 2022 Notes, each issued by Cott Corporation’s 100% owned subsidiary Cott Beverages Inc. (“CBI”), are fully and unconditionally, jointly and severally guaranteed on a senior basis by Cott Corporation and certain of its 100% owned direct and indirect subsidiaries (the “Cott Guarantor Subsidiaries”). The Indentures governing the 2020 Notes and the 2022 Notes require (i) any 100% owned direct and indirect restricted subsidiary that guarantees any indebtedness of CBI or any guarantor and (ii) any~~non-100%~~ ~~owned subsidiary that guarantees any other capital markets debt of CBI or any guarantor to guarantee the 2020 Notes and the 2022 Notes. Nonon-100%~~ owned subsidiaries guarantee the 2020 Notes or the 2022 Notes. The guarantees of Cott Corporation and the Cott Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary conditions set forth in the Indentures governing the 2020 Notes and the 2022 Notes. In April 2017, the entire aggregate principal amountpart of our ~~2020 Notes were redeemed.~~

The 2024 Notes were initially issued on June 30, 2016 by Cott Finance Corporation, which was not a Cott Guarantor Subsidiary. Cott Finance Corporation was declared an unrestricted subsidiary under the Indentures governing the 2022 Notes and the 2020 Notes. As a result, such entity is reflected as a Cott~~Non-Guarantor~~ Subsidiary in the following summarized condensed consolidating financial information through August 2, 2016. Substantially simultaneously with the closing of the Eden Acquisition on August 2, 2016, we assumed all of the obligations of Cott Finance Corporation as issuer under the 2024 Notes, and Cott Corporation’s U.S., Canadian, U.K., Luxembourg and Dutch subsidiaries that are currently obligors under the 2022 Notes and the 2020 Notes (including CBI) entered into a supplemental indenture to guarantee the 2024 Notes. The Indenture governing the 2024 Notes requires (i) any 100% owned domestic restricted subsidiary that guarantees any debt of the issuer or any guarantor and (ii) and any~~non-100%~~ ~~owned subsidiary that guarantees any other capital markets debt of Cott Corporation or any other guarantor to guarantee the 2024 Notes. Nonon-100%~~ owned subsidiaries guarantee the 2024 Notes. The guarantees of CBI and the Cott Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary conditions set forth in the Indenture governing the 2024 Notes. Currently, the obligors under the 2024 Notes are identical to the obligors under the 2020 Notes and the 2022 Notes, but different than the obligors under the DSS Notes. The 2024 Notes are listed on the official list of the Irish Stock Exchange and are traded on the Global Exchange Market thereof.

We have not presented separate financial statements and separate disclosures have not been provided concerning the Cott Guarantor Subsidiaries due to the presentation of condensed consolidating financial information set forth in this Note, consistent with the SEC rules governingRoute Based Services 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 “CottNon-Guarantor~~ ~~Subsidiaries”). This supplemental financial information reflects our investments and those of CBI in their respective subsidiaries using the equity method of accounting.~~

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended September 30, 2017
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $ —   $ 15.8 $ 454.8 $ 110.3 $ —   $ 580.9
Cost of sales
   —   13.2 238.1 36.8 —   288.1


Gross profit
   —   2.6 216.7 73.5 —   292.8
Selling, general and administrative expenses
   1.2 10.4 190.3 60.9 —   262.8
Gain on disposal of property, plant & equipment, net
   —   —   (0.3 ) (0.1 ) —   (0.4 )
Acquisition and integration expenses
   —   2.5 2.2 (1.5 ) —   3.2


Operating (loss) income
   (1.2 ) (10.3 ) 24.5 14.2 —   27.2
Other expense (income), net
   —   0.1 1.5 (0.1 ) —   1.5
Intercompany interest expense (income), net
   —   —   20.8 (12.8 ) (8.0 ) —
Interest expense, net
   7.5 —   15.7 —   —   23.2


(Loss) income before income tax expense (benefit), equity income and discontinued operations
   (8.7 ) (10.4 ) (13.5 ) 27.1 8.0 2.5
Income tax expense (benefit)
   —   0.2 0.7 —   —   0.9
Equity income
   43.4 —   0.1 —   (43.5 ) —


Net income (loss) from continuing operations
   $ 34.7 $ (10.6 ) $ (14.1 ) $ 27.1 $ (35.5 ) $ 1.6
Net income (loss) from discontinued operations, net of income taxes
   7.8 33.5 (0.7 ) 3.3 (0.9 ) 43.0


Net income (loss)
   42.5 22.9 (14.8 ) 30.4 (36.4 ) 44.6
Less: Net income attributable tonon-controlling interests
   —   —   —   2.1 —   2.1


Net income (loss) attributable to Cott Corporation
   $ 42.5 $ 22.9 $ (14.8 ) $ 28.3 $ (36.4 ) $ 42.5


Comprehensive income (loss) attributable to Cott Corporation
   $ 46.7 $ 22.5 $ (36.5 ) $ 23.0 $ (9.0 ) $ 46.7

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended September 30, 2017
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $ —   $ 52.1 $ 1,341.8 $ 304.5 $ —   $ 1,698.4
Cost of sales
   —   43.8 705.9 100.0 —   849.7


Gross profit
   —   8.3 635.9 204.5 —   848.7
Selling, general and administrative expenses
   4.1 30.8 564.2 178.7 —   777.8
Loss on disposal of property, plant & equipment, net
   —   —   4.8 —   —   4.8
Acquisition and integration expenses
   —   5.9 6.9 4.4 —   17.2


Operating (loss) income
   (4.1 ) (28.4 ) 60.0 21.4 —   48.9
Other expense (income), net
   —   0.1 (0.6 ) (0.6 ) —   (1.1 )
Intercompany interest expense (income), net
   —   —   10.9 (7.6 ) (3.3 ) —
Interest expense, net
   21.6 —   40.5 —   —   62.1


(Loss) income before income tax expense (benefit), equity income and discontinued operations
   (25.7 ) (28.5 ) 9.2 29.6 3.3 (12.1 )
Income tax expense (benefit)
   —   0.3 (4.4 ) 5.1 —   1.0
Equity income
   0.6 —   0.1 —   (0.7 ) —


Net (loss) income from continuing operations
   $ (25.1 ) $ (28.8 ) $ 13.7 $ 24.5 $ 2.6 $ (13.1 )
Net income (loss) from discontinued operations, net of income taxes
   6.6 (7.3 ) (0.1 ) 10.8 (9.0 ) 1.0


Net (loss) income
   (18.5 ) (36.1 ) 13.6 35.3 (6.4 ) (12.1 )
Less: Net income attributable tonon-controlling interests
   —   —   —   6.4 —   6.4


Net (loss) income attributable to Cott Corporation
   $ (18.5 ) $ (36.1 ) $ 13.6 $ 28.9 $ (6.4 ) $ (18.5 )


Comprehensive income (loss) attributable to Cott Corporation
   $ 6.7 $ (34.3 ) $ (44.1 ) $ 28.5 $ 49.9 $ 6.7

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended October 1, 2016
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $ —   $ 15.4 $ 391.4 $ 69.9 $ —   $ 476.7
Cost of sales
   —   13.0 191.2 24.8 —   229.0


Gross profit
   —   2.4 200.2 45.1 —   247.7
Selling, general and administrative expenses
   1.6 4.5 178.1 41.1 —   225.3
Loss on disposal of property, plant & equipment, net
   —   —   1.4 —   —   1.4
Acquisition and integration expenses
   —   3.2 2.8 1.4 —   7.4


Operating (loss) income
   (1.6 ) (5.3 ) 17.9 2.6 —   13.6
Other (income) expense, net
   —   —   (0.8 ) 1.0 —   0.2
Intercompany interest expense (income), net
   —   —   55.4 (22.4 ) (33.0 ) —
Interest expense (income), net
   7.4 —   7.3 (0.2 ) —   14.5


(Loss) income before income tax expense (benefit), equity income and discontinued operations
   (9.0 ) (5.3 ) (44.0 ) 24.2 33.0 (1.1 )
Income tax expense (benefit)
   7.6 (1.9 ) (3.2 ) 0.4 —   2.9
Equity income
   8.7 —   —   —   (8.7 ) —


Net (loss) income from continuing operations
   $ (7.9 ) $ (3.4 ) $ (40.8 ) $ 23.8 $ 24.3 $ (4.0 )
Net income (loss) from discontinued operations, net of income taxes
   5.3 7.7 (2.8 ) 3.2 (10.5 ) 2.9


Net (loss) income
   (2.6 ) 4.3 (43.6 ) 27.0 13.8 (1.1 )
Less: Net income attributable tonon-controlling interests
   —   —   —   1.5 —   1.5


Net (loss) income attributable to Cott Corporation
   $ (2.6 ) $ 4.3 $ (43.6 ) $ 25.5 $ 13.8 $ (2.6 )


Comprehensive (loss) income attributable to Cott Corporation
   $ (7.8 ) $ 3.7 $ 60.6 $ 29.4 $ (93.7 ) $ (7.8 )

~~Condensed Consolidating Statements of Operations~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended October 1, 2016
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Revenue, net
   $ —   $ 52.2 $ 979.9 $ 69.9 $ —   $ 1,102.0
Cost of sales
   —   42.5 443.1 24.8 —   510.4


Gross profit
   —   9.7 536.8 45.1 —   591.6
Selling, general and administrative expenses
   12.6 13.8 480.2 41.1 —   547.7
Loss on disposal of property, plant & equipment, net
   —   —   �� 4.6 —   —   4.6
Acquisition and integration expenses
   —   14.2 4.9 1.4 —   20.5


Operating (loss) income
   (12.6 ) (18.3 ) 47.1 2.6 —   18.8
Other (income) expense, net
   —   —   (1.0 ) 1.0 —   —
Intercompany interest expense (income), net
   —   —   32.8 (13.3 ) (19.5 ) —
Interest expense (income), net
   7.4 —   22.0 (0.2 ) —   29.2


(Loss) income before income tax expense (benefit), equity income and discontinued operations
   (20.0 ) (18.3 ) (6.7 ) 15.1 19.5 (10.4 )
Income tax expense (benefit)
   7.4 (4.0 ) (8.4 ) 0.2 —   (4.8 )
Equity income
   22.9 —   —   —   (22.9 ) —


Net (loss) income from continuing operations
   $ (4.5 ) $ (14.3 ) $ 1.7 $ 14.9 $ (3.4 ) $ (5.6 )
Net income from discontinued operations, net of income taxes
   6.5 16.2 12.0 9.4 (32.1 ) 12.0


Net income (loss)
   2.0 1.9 13.7 24.3 (35.5 ) 6.4
Less: Net income attributable tonon-controlling interests
   —   —   —   4.4 —   4.4


Net income (loss) attributable to Cott Corporation
   $ 2.0 $ 1.9 $ 13.7 $ 19.9 $ (35.5 ) $ 2.0


Comprehensive (loss) income attributable to Cott Corporation
   $ (17.8 ) $ —   $ 203.7 $ 23.9 $ (227.6 ) $ (17.8 )

~~Consolidating Balance Sheets~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   As of September 30, 2017
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries    Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
ASSETS

Current assets

Cash & cash equivalents
   $ —   $ —   $ 55.2    $ 26.8 $ —   $ 82.0
Accounts receivable, net of allowance
   —   8.1 216.5    93.9 (6.9 ) 311.6
Inventories
   —   15.5 111.2    15.6 —   142.3
Prepaid expenses and other current assets
   0.1 0.4 15.2    6.5 —   22.2
Current assets of discontinued operations
   63.2 324.4 415.2    28.9 (405.2 ) 426.5




Total current assets
   63.3 348.4 813.3    171.7 (412.1 ) 984.6
Property, plant & equipment, net
   —   3.7 479.7    107.0 —   590.4
Goodwill
   —   4.5 772.3    320.2 —   1,097.0
Intangible assets, net
   —   24.5 532.2    207.2 —   763.9
Deferred tax assets
   —   —   —      2.2 —   2.2
Other long-term assets, net
   0.4 1.1 19.1    16.2 —   36.8
Due from affiliates
   —   —   893.2    371.8 (1,265.0 ) —
Investments in subsidiaries
   —   —   1,038.7    —   (1,038.7 ) —
Long-term assets of discontinued operations
   1,425.1 1,847.4 414.1    6.9 (3,019.9 ) 673.6




Total assets
   $ 1,488.8 $ 2,229.6 $ 4,962.6    $ 1,203.2 $ (5,735.7 ) $ 4,148.5




LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt
   $ —   $ —   $ 0.1    $ 2.5 $ —   $ 2.6
Accounts payable and accrued liabilities
   8.6 27.8 385.1    136.8 (105.2 ) 453.1
Current liabilities of discontinued operations
   91.6 580.3 144.1    10.0 (306.9 ) 519.1




Total current liabilities
   100.2 608.1 529.3    149.3 (412.1 ) 974.8
Long-term debt
   521.3 —   1,010.0    2.7 —   1,534.0
Deferred tax liabilities
   —   11.5 89.7    30.7 —   131.9
Other long-term liabilities
   —   10.9 45.8    10.8 —   67.5
Due to affiliates
   —   —   1,208.3    858.6 (2,066.9 ) —
Long-term liabilities of discontinued operations
   1.9 1,427.6 119.9    28.1 (1,011.0 ) 566.5




Total liabilities
   623.4 2,058.1 3,003.0    1,080.2 (3,490.0 ) 3,274.7
Equity

Common shares, no par
   915.5 1,034.7 1,574.1    144.5 (2,753.3 ) 915.5
Additionalpaid-in-capital
   63.3 —   —      —   —   63.3
(Accumulated deficit) retained earnings
   (20.7 ) (844.9 ) 265.5    (38.6 ) 618.0 (20.7 )
Accumulated other comprehensive (loss) income
   (92.7 ) (18.3 ) 120.0    8.7 (110.4 ) (92.7 )




Total Cott Corporation equity
   865.4 171.5 1,959.6    114.6 (2,245.7 ) 865.4
Non-controlling interests
   —   —   —      8.4 —   8.4




Total equity
   865.4 171.5 1,959.6    123.0 (2,245.7 ) 873.8




Total liabilities and equity
   $ 1,488.8 $ 2,229.6 $ 4,962.6    $ 1,203.2 $ (5,735.7 ) $ 4,148.5

~~Consolidating Balance Sheets~~

~~(in millions of U.S. dollars)~~

   As of December 31, 2016
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries    Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
ASSETS

Current assets

Cash & cash equivalents
   $ —   $ —   $ 46.3    $ 31.8 $ —   $ 78.1
Accounts receivable, net of allowance
   —   8.6 198.0    84.0 (13.9 ) 276.7
Inventories
   —   13.2 95.9    15.5 —   124.6
Prepaid expenses and other current assets
   1.7 0.8 15.4    4.2 —   22.1
Current assets of discontinued operations
   47.2 126.9 360.5    23.2 (206.1 ) 351.7




Total current assets
   48.9 149.5 716.1    158.7 (220.0 ) 853.2
Property, plant & equipment, net
   —   4.0 476.3    101.5 —   581.8
Goodwill
   —   4.5 761.1    282.7 —   1,048.3
Intangible assets, net
   —   24.5 536.7    197.8 —   759.0
Deferred tax assets
   —   6.0 —      —   (6.0 ) —
Other long-term assets, net
   0.5 1.3 19.9    2.3 —   24.0
Due from affiliates
   —   —   143.1    329.6 (472.7 ) —
Investments in subsidiaries
   —   —   975.0    —   (975.0 ) —
Long-term assets of discontinued operations
   1,353.7 1,635.4 411.3    4.2 (2,731.2 ) 673.4




Total assets
   $ 1,403.1 $ 1,825.2 $ 4,039.5    $ 1,076.8 $ (4,404.9 ) $ 3,939.7




LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt
   $ —   $ —   $ 0.1    $ 2.8 $ —   $ 2.9
Accounts payable and accrued liabilities
   4.2 30.5 229.7    124.8 (21.2 ) 368.0
Current liabilities of discontinued operations
   63.6 437.7 128.2    8.5 (198.8 ) 439.2




Total current liabilities
   67.8 468.2 358.0    136.1 (220.0 ) 810.1
Long-term debt
   464.4 —   384.2    2.8 —   851.4
Deferred tax liabilities
   0.9 —   133.7    26.4 (6.0 ) 155.0
Other long-term liabilities
   —   11.3 43.6    20.5 —   75.4
Due to affiliates
   —   —   970.8    775.1 (1,745.9 ) —
Long-term liabilities of discontinued operations
   1.5 1,290.7 107.4    24.6 (250.2 ) 1,174.0




Total liabilities
   534.6 1,770.2 1,997.7    985.5 (2,222.1 ) 3,065.9
Equity

Common shares, no par
   909.3 834.8 1,648.7    149.7 (2,633.2 ) 909.3
Additionalpaid-in-capital
   54.2 —   —      —   —   54.2
Retained earnings

(accumulated deficit)
   22.9 (759.7 ) 215.4    (72.8 ) 617.1 22.9
Accumulated other comprehensive

(loss) income
   (117.9 ) (20.1 ) 177.7    9.1 (166.7 ) (117.9 )




Total Cott Corporation equity
   868.5 55.0 2,041.8    86.0 (2,182.8 ) 868.5
Non-controlling interests
   —   —   —      5.3 —   5.3




Total equity
   868.5 55.0 2,041.8    91.3 (2,182.8 ) 873.8




Total liabilities and equity
   $ 1,403.1 $ 1,825.2 $ 4,039.5    $ 1,076.8 $ (4,404.9 ) $ 3,939.7

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended September 30, 2017
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Net cash (used in) provided by operating activities from continuing operations
   $ (0.1 ) $ —   $ (70.6 ) $ 14.7 $ 102.2 $ 46.2


Investing Activities

Acquisitions, net of cash received
   —   —   (1.1 ) (2.3 ) —   (3.4 )
Additions to property, plant & equipment
   —   —   (30.0 ) (8.2 ) —   (38.2 )
Additions to intangible assets
   —   —   (3.1 ) (0.3 ) —   (3.4 )
Proceeds from sale of property, plant & equipment
   —   —   1.1 2.0 —   3.1
Other investing activities
   —   —   0.5 —   —   0.5


Net cash used in investing activities from continuing operations
   —   —   (32.6 ) (8.8 ) —   (41.4 )


Financing Activities

Payments of long-term debt
   —   —   (0.2 ) (0.1 ) —   (0.3 )
Issuance of common shares
   2.1 —   —   —   —   2.1
Common shares repurchased and cancelled
   (0.1 ) —   —   —   —   (0.1 )
Dividends paid to common shareowners
   (8.4 ) —   —   —   —   (8.4 )
Proceeds from intercompany loan from affiliate
   —   —   109.5 —   (109.5 ) —


Net cash (used in) provided by financing activities from continuing operations
   (6.4 ) —   109.3 (0.1 ) (109.5 ) (6.7 )


Cash Flows from Discontinued Operations

Net cash provided by operating activities from discontinued operations
   7.6 132.8 4.7 6.1 (103.8 ) 47.4
Net cash used in investing activities from discontinued operations
   (0.5 ) (117.7 ) (4.1 ) (0.5 ) 109.5 (13.3 )
Net cash used in financing activities from discontinued operations
   —   (7.8 ) (0.1 ) (2.9 ) 1.6 (9.2 )


Net cash provided by discontinued operations
   7.1 7.3 0.5 2.7 7.3 24.9


Effect of exchange rate changes on cash
   0.1 —   1.1 0.8 —   2.0


Net increase in cash & cash equivalents
   0.7 7.3 7.7 9.3 —   25.0
Cash & cash equivalents, beginning of period
   5.1 16.1 73.9 28.1 —   123.2


Cash & cash equivalents, end of period
   5.8 23.4 81.6 37.4 —   148.2
Cash & cash equivalents from discontinued operations, end of period
   5.8 23.4 26.4 10.6 —   66.2


Cash & cash equivalents from continuing operations, end of period
   $ —   $ —   $ 55.2 $ 26.8 $ —   $ 82.0

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended September 30, 2017
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Net cash provided by operating activities from continuing operations
   $ 0.5 $ —   $ 118.4 $ 29.8 $ (10.0 ) $ 138.7


Investing Activities

Acquisitions, net of cash received
   —   —   (30.0 ) (3.4 ) —   (33.4 )
Additions to property, plant & equipment
   —   —   (73.1 ) (24.0 ) —   (97.1 )
Additions to intangible assets
   —   —   (5.1 ) (0.9 ) —   (6.0 )
Proceeds from sale of property, plant & equipment
   —   —   3.3 2.7 —   6.0
Intercompany loan to affiliate
   —   —   (750.0 ) —   750.0 —
Other investing activities
   —   —   0.9 —   —   0.9


Net cash used in investing activities from continuing operations
   —   —   (854.0 ) (25.6 ) 750.0 (129.6 )


Financing Activities

Payments of long-term debt
   —   —   (100.2 ) (1.7 ) —   (101.9 )
Issuance of long-term debt
   —   —   750.0 —   —   750.0
Premiums and costs paid upon extinguishment of long-term debt
   —   —   (7.7 ) —   —   (7.7 )
Financing fees
   —   —   (11.1 ) —   —   (11.1 )
Issuance of common shares
   2.9 —   —   —   —   2.9
Common shares repurchased and cancelled
   (1.9 ) —   —   —   —   (1.9 )
Dividends paid to common shareowners
   (25.1 ) —   —   —   —   (25.1 )
Proceeds from intercompany loan from affiliate
   —   —   109.5 —   (109.5 ) —
Other financing activities
   —   —   —   0.5 —   0.5
Intercompany dividends
   —   —   —   (10.9 ) 10.9 —


Net cash (used in) provided by financing activities from continuing operations
   (24.1 ) —   740.5 (12.1 ) (98.6 ) 605.7


Cash Flows from Discontinued Operations

Net cash provided by operating activities from discontinued operations
   27.0 15.7 6.1 11.6 (4.3 ) 56.1
Net cash used in investing activities from discontinued operations
   (1.9 ) (138.0 ) (4.9 ) (1.4 ) 109.5 (36.7 )
Net cash provided by (used in) financing activities from discontinued operations
   —   142.6 (0.2 ) (6.3 ) (746.6 ) (610.5 )


Net cash provided by (used in) discontinued operations
   25.1 20.3 1.0 3.9 (641.4 ) (591.1 )


Effect of exchange rate changes on cash
   (0.5 ) —   4.0 2.9 —   6.4


Net increase (decrease) in cash & cash equivalents
   1.0 20.3 9.9 (1.1 ) —   30.1
Cash & cash equivalents, beginning of period
   4.8 3.1 71.7 38.5 —   118.1


Cash & cash equivalents, end of period
   5.8 23.4 81.6 37.4 —   148.2
Cash & cash equivalents from discontinued operations, end of period
   5.8 23.4 26.4 10.6 —   66.2


Cash & cash equivalents from continuing operations, end of period
   $ —   $ —   $ 55.2 $ 26.8 $ —   $ 82.0

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Three Months Ended October 1, 2016
   Cott
Corporation Cott
Beverages Inc. Cott
Guarantor
Subsidiaries Cott
Non-Guarantor
Subsidiaries Elimination
Entries Consolidated
Net cash (used in) provided by operating activities from continuing operations
   $ (0.3 ) $ 0.4 $ 53.0 $ 52.5 $ (54.5 ) $ 51.1


Investing Activities

Acquisitions, net of cash received
   (911.3 ) —   (1.2 ) —   —   (912.5 )
Additions to property, plant & equipment
   —   (0.4 ) (27.9 ) (4.1 ) —   (32.4 )
Additions to intangible assets
   —   —   (1.2 ) —   —   (1.2 )
Proceeds from sale of property, plant & equipment
   —   —   0.9 0.4 —   1.3


Net cash used in investing activities from continuing operations
   (911.3 ) (0.4 ) (29.4 ) (3.7 ) —   (944.8 )


Financing Activities

Payments of long-term debt
   —   —   (0.2 ) (0.6 ) —   (0.8 )
Financing fees
   (9.6 ) —   —   —   (9.6 )
Issuance of common shares
   2.4 —   —   —   —   2.4
Common shares repurchased and cancelled
   (3.4 ) —   —   —   —   (3.4 )
Dividends paid to common shareowners
   (8.4 ) —   —   —   —   (8.4 )
Payment of deferred consideration for acquisitions
   —   —   (10.8 ) —   —   (10.8 )
Intercompany dividends
   —   —   —   (13.9 ) 13.9 —


Net cash used in financing activities from continuing operations
   (19.0 ) —   (11.0 ) (14.5 ) 13.9 (30.6 )


Cash Flows from Discontinued Operations

Net cash provided by (used in) operating activities from discontinued operations
   252.2 (258.1 ) 7.7 5.3 37.8 44.9
Net cash provided by (used in) investing activities from discontinued operations
   0.4 (5.0 ) (3.5 ) (0.1 ) —   (8.2 )
Net cash (used in) provided by financing activities from discontinued operations
   (2.3 ) 262.9 —   (5.5 ) 2.8 257.9


Net cash provided by (used in) discontinued operations
   250.3 (0.2 ) 4.2 (0.3 ) 40.6 294.6


Effect of exchange rate changes on cash
   (4.1 ) —   (0.5 ) 0.6 —   (4.0 )


Net (decrease) increase in cash, cash equivalents and restricted cash
   (684.4 ) (0.2 ) 16.3 34.6 —   (633.7 )
Cash, cash equivalents and restricted cash, beginning of period
   685.7 2.4 57.2 7.3 —   752.6


Cash & cash equivalents, end of period
   1.3 2.2 73.5 41.9 —   118.9
Cash & cash equivalents from discontinued operations, end of period
   1.3 2.2 17.0 7.0 —   27.5


Cash & cash equivalents from continuing operations, end of period
   $ —   $ —   $ 56.5 $ 34.9 $ —   $ 91.4

~~Consolidating Statements of Condensed Cash Flows~~

~~(in millions of U.S. dollars)~~

~~Unaudited~~

   For the Nine Months Ended October 1, 2016
   Cott Cott
   Cott Cott Guarantor Non-Guarantor Elimination
   Corporation Beverages Inc. Subsidiaries Subsidiaries Entries Consolidated
Net cash provided by operating activities from continuing operations
   $ 1.4 $ 0.4 $ 121.2 $ 52.6 $ (103.7 ) $ 71.9


Investing Activities

Acquisitions, net of cash received
   (954.0 ) —   (4.7 ) —   —   (958.7 )
Additions to property, plant & equipment
   —   (0.4 ) (64.8 ) (4.1 ) —   (69.3 )
Additions to intangible assets
   —   —   (2.3 ) —   —   (2.3 )
Proceeds from sale of property, plant & equipment
   —   —   1.1 0.4 —   1.5


Net cash used in investing activities from continuing operations
   (954.0 ) (0.4 ) (70.7 ) (3.7 ) —   (1,028.8 )


Financing Activities

Payments of long-term debt
   —   —   (0.3 ) (0.6 ) —   (0.9 )
Issuance of long-term debt
   498.7 —   —   —   —   498.7
Financing fees
   (9.6 ) —   —   —   —   (9.6 )
Issuance of common shares
   366.6 —   —   —   —   366.6
Common shares repurchased and cancelled
   (4.5 ) —   —   —   —   (4.5 )
Dividends paid to common shareowners
   (23.1 ) —   —   —   —   (23.1 )
Payment of deferred consideration for acquisitions
   —   —   (10.8 ) —   —   (10.8 )
Intercompany dividends
   —   —   (12.2 ) (13.9 ) 26.1 —


Net cash provided by (used in) financing activities from continuing operations
   828.1 —   (23.3 ) (14.5 ) 26.1 816.4


Cash Flows from Discontinued Operations

Net cash provided by (used in) operating activities from discontinued operations
   112.2 (112.3 ) 13.9 15.1 58.6 87.5
Net cash used in investing activities from discontinued operations
   (0.6 ) (18.0 ) (10.0 ) (0.7 ) —   (29.3 )
Net cash (used in) provided by financing activities from discontinued operations
   (5.2 ) 131.5 (4.5 ) (12.5 ) 19.0 128.3


Net cash provided by (used in) discontinued operations
   106.4 1.2 (0.6 ) 1.9 77.6 186.5


Effect of exchange rate changes on cash
   (1.4 ) —   (3.3 ) 0.5 —   (4.2 )


Net (decrease) increase in cash, cash equivalents and restricted cash
   (19.5 ) 1.2 23.3 36.8 —   41.8
Cash, cash equivalents and restricted cash, beginning of period
   20.8 1.0 50.2 5.1 —   77.1


Cash & cash equivalents, end of period
   1.3 2.2 73.5 41.9 —   118.9
Cash & cash equivalents from discontinued operations, end of period
   1.3 2.2 17.0 7.0 —   27.5


Cash & cash equivalents from continuing operations, end of period
   $ —   $ —   $ 56.5 $ 34.9 $ —   $ 91.4

~~Note 18—Subsequent Events~~

On October 26, 2017, the Company’s wholly owned subsidiaries CBI and DSS, gave notice to the trustees under the indentures governing the 2022 Notes and DSS Notes of their intent to conditionally redeem all of the outstanding 2022 Notes and DSS Notes on November 27, 2017 (the “Redemption Date”). The redemption price of the 2022 Notes, as set forth in the indenture governing the 2022 Notes, is equal to 104.031% of the principal amount of such 2022 Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. The redemption price of the DSS Notes, as set forth in the indenture governing the DSS Notes, is equal to 105.000% of the principal amount of such DSS Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. The redemptions of the 2022 Notes and the DSS Notes are each conditioned upon the closing of the sale of the Company’s Traditional Business to Refresco.

segment.

On November ~~7, 2017,~~6, 2018, our ~~board~~Board of ~~directors~~Directors declared a dividend of $0.06 per share on common shares, payable in cash on December ~~8, 2017~~7, 2018 to shareowners of record at the close of business on November ~~28, 2017.~~

27, 2018.

Item ~~2.Management’s~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our Company. It should be read in conjunction with the financial statements included in this quarterly report on Form10-Q and our annual report on Form10-K for the fiscal year ended December ~~31, 2016~~30, 2017 (our ~~“2016~~“2017 Annual Report”). These historical financial statements may not be indicative of our future performance. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under “Risk Factors” in Item 1A in our ~~2016~~2017 Annual ~~Report, our quarterly report on Form10-Q~~ ~~for the quarter ended July 1, 2017 and in this quarterly report on Form10-Q~~ ~~under “Risk Factors”.~~Report. As used herein, “Cott,” “the Company,” “Cott Corporation,” “we,” “us,” or “our” refers to Cott Corporation, together with its consolidated subsidiaries.

Overview

Cott is a ~~diversified beverage~~water, coffee, tea, extracts and filtration service company with a leading volume-based national presence in the North ~~America~~American and European home and office delivery ~~(“HOD”)~~ industry for bottled water, and a leader in custom coffee roasting, ~~and blending of~~ iced tea blending, and extract solutions for the U.S. foodservice ~~industry, and a leader in the production of beverages on behalf of retailers, brand owners and distributors.~~industry. Our platform reaches over ~~2.3~~2.5 million customers or delivery points across North America and Europe and is supported by strategically located sales and distribution facilities and fleets, as well as wholesalers and distributors. This enables us to efficiently service residences, businesses, restaurant chains, hotels and motels, small and large retailers, and healthcare facilities.

On July 24, 2017, we entered into a Share Purchase Agreement with Refresco Group N.V., a Netherlands limited liability company (“Refresco”), pursuant to which we will sell to Refresco our carbonated soft drinks (“CSDs”) and juice businesses via the sale of our North America, United Kingdom (“U.K.”) and Mexico business units (including the Canadian business) and our Royal Crown International (“RCI”) finished goods export business (collectively “Traditional Business”).

The transaction is structured as a sale of the assets of our Canadian business and a sale of the stock of the operating subsidiaries engaged in the Traditional Business in the other jurisdictions after we complete an internal reorganization. The Traditional Business excludes our Route Based Services and Coffee, Tea and Extract Solutions reporting segments, and RCI concentrate business, the Columbus manufacturing facility and our Aimia Foods (“Aimia”) business. The closing of the transaction is subject to satisfaction of certain customary conditions, including receipt of regulatory approval in the United Kingdom. The aggregate deal consideration is $1.25 billion, payable at closing in cash, subject to adjustment for indebtedness, working capital, and other items, and is expected to close near the end of 2017. As a result of the Refresco transaction, the Company presents the Traditional Business as discontinued operations for all periods presented. The following discussion and analysis of financial condition and results of operations are those of our continuing operations unless otherwise indicated. For additional information regarding our discontinued operations, see Note 3 to the consolidated financial statements.

~~The beverage~~ market is subject to some seasonal variations. Our water delivery sales are generally higher during the warmer months, while sales of our coffee products are generally higher during cooler months, and may also be influenced by the timing of holidays and weather fluctuations. Our purchases of raw materials and related accounts payable fluctuate based upon the demand for our products. The seasonality of our sales volume causes our working capital needs to fluctuate throughout the year, with inventory levels increasing in the first half of the year in order to meet high summer demand. In addition, our accounts receivable balances decline in the fall as customers pay their higher-than-average outstanding balances from the summer deliveries.

year.

Ingredient and packaging costs represent a significant portion of our cost of sales. These costs are subject to global and regional commodity price trends. Our most significant commodities are green coffee, tea, polyethylene terephthalate ~~(“PET”)~~ resin, high-density polyethylene ~~(“HDPE”)~~ and ~~fuel.~~polycarbonate bottles, caps and preforms, labels and cartons and trays. We attempt to manage our exposure to fluctuations in ingredient and packaging costs by entering into fixed price commitments for a portion of our ingredient and packaging requirements and implementing price increases as needed.

We conduct operations in countries involving transactions denominated in a variety of currencies. We are subject to currency exchange risks to the extent that our costs are denominated in currencies other than those in which we earn revenues. As our financial statements are denominated in U.S. dollars, ~~change~~fluctuations in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have an impact on our results of operations.

~~During~~

Divestiture, Acquisition and Financing Transactions

On October 15, 2018, our wholly owned subsidiary, DS Services of America, Inc., acquired The Mountain Valley Spring Company, a growing American brand of spring and sparkling bottled water delivered to homes and offices throughout the ~~third quarter~~United States. The aggregate purchase price was approximately $78.5 million on a debt and cash free basis. The acquisition was funded using cash on hand as well as borrowings under our ABL facility.

On March 23, 2018, we completed the acquisition of Crystal Rock Holdings, Inc., a direct-to-consumer home and office water, coffee and filtration business serving customers throughout New York and New England (“Crystal Rock”). The transaction was structured as a two-step merger following a cash tender offer for all outstanding shares of Crystal Rock, with Crystal Rock becoming our wholly-owned indirect subsidiary (the “Crystal Rock Acquisition”). The aggregate consideration was approximately $37.7 million and includes the purchase price paid by us to the Crystal Rock shareholders of $20.7 million, $0.8 million in costs paid on behalf of the sellers for the sellers’ transaction expenses and $16.2 million of assumed debt and accrued interest obligations of the acquired company that was paid by us.

On January 30, 2018, we sold our carbonated soft drinks and juice businesses via the sale of our North America, United Kingdom and Mexico business units (including the Canadian business) and our Royal Crown International (“RCI”) finished goods export business (collectively, “Traditional Business”) to Refresco Group N.V., a Dutch company (“Refresco”), pursuant to a Share Purchase Agreement dated as of July 24, 2017 (the “Transaction”). The Transaction was structured as a sale of the assets of our Canadian business and a sale of the stock of the operating subsidiaries engaged in the Traditional Business in the other jurisdictions after we ~~reviewed~~completed an internal restructuring. The aggregate deal consideration was $1.25 billion, paid in cash at closing, subject to adjustment for indebtedness, working capital, and other customary post-closing adjustments. The Transaction did not include our Route Based Services and Coffee, Tea and Extract Solutions reporting segments, asour RCI concentrate business, our Columbus, Georgia manufacturing facility or our Aimia Foods (“Aimia”) and Decantae Mineral Water Ltd. businesses.

As a result of the Refresco transaction. Following such review, we reorganized our reporting segments into three reporting segments: Route Based Services (which includes our DS Services of America, Inc. (“DSS”), Aquaterra Corporation (“Aquaterra”) and Eden Springs Europe B.V. (“Eden”) businesses), Coffee, Tea & Extract Solutions (which includes our S. & D. Coffee, Inc. (“S&D”) business) and All Other (which includes our Aimia and RCI concentrate businesses,Transaction, the ~~Columbus manufacturing facility and other miscellaneous expenses). Our segment reporting~~operating results associated with the Traditional Business have been ~~recast to reflect these changes~~presented as discontinued operations for all periods presented.

~~Financing Transactions~~

~~On March 22, 2017, we issued $750.0 million~~ The following discussion and analysis of ~~5.500% senior notes due April 1, 2025 (the “2025 Notes”) to qualified purchasers in a private placement offering under Rule 144A under the Securities Act~~financial condition and results of ~~1933, as amended (the “Securities Act”), and outside the United States tonon-U.S.~~ ~~purchasers pursuant to Regulation S under the Securities Act and other applicable laws. The 2025 Notes were issued by our wholly-owned subsidiary Cott Holdings Inc., and most~~

operations are those of our ~~U.S., Canadian, U.K., Luxembourg and Dutch subsidiaries guarantee~~continuing operations unless otherwise indicated. For additional information regarding our discontinued operations, see Note 3 to the ~~2025 Notes. The 2025 Notes will mature on April 1, 2025 and interest is payable semi-annually on April 1st and October 1st of each year commencing on October 1, 2017. The proceeds~~Consolidated Financial Statements.

On January 30, 2018, in connection with the closing of the ~~2025 Notes were~~Transaction, we used a portion of the proceeds from the Transaction to retire ~~$625.0~~$525.0 million aggregate principal amount of ~~our 6.75%~~the 5.375% senior notes due ~~2020~~2022 (the ~~“2020~~“2022 Notes”), ~~redeem $100.0~~retire the remaining $250.0 million aggregate principal amount of ~~our~~the 10.000% senior secured notes due 2021 (the “DSS Notes”), repay the remaining $1.9 million outstanding balance on the capital lease finance arrangement with General Electric Capital Corporation, and ~~to pay related fees and expenses.~~

~~We incurred $11.7~~repay in full our $262.5 million of financing fees in connection with the issuance of the 2025 Notes. The financing fees are being amortized using the effective interest method over an eight-year period, which represents the term to maturity of the 2025 Notes.

~~On October 26, 2017,~~outstanding balance on our ~~wholly owned subsidiaries, Cott Beverages Inc. and DSS, gave notice to the trustees under the indentures governing the 5.375% senior notes due 2022~~asset-based lending facility (the ~~“2022 Notes”) and the DSS Notes of their intent to conditionally redeem all of the outstanding 2022 Notes and DSS Notes on November 27, 2017 (the “Redemption Date”~~“ABL facility”). The redemption ~~price~~ of ~~the~~our 2022 Notes ~~as set forth~~included $21.2 million in ~~the indenture governing the 2022 Notes, is equal to 104.031% of the principal amount of such 2022 Notes redeemed, plus~~premium payments and $2.2 million in accrued ~~and unpaid interest thereon, if any, to, but excluding, the Redemption Date.~~interest. The redemption ~~price~~ of ~~the~~our DSS Notes ~~as set forth~~included $12.5 million in ~~the indenture governing the DSS Notes, is equal to 105.000% of the principal amount of such DSS Notes redeemed, plus~~premium payments, $10.3 million in accrued ~~and unpaid~~ interest, ~~thereon, if any, to, but excluding, the Redemption Date. The redemptions of the 2022 Notes~~ and the ~~DSS Notes are each conditioned upon the closing~~write-off of ~~the sale~~$19.6 million of unamortized premium. Additionally, we amended and restated our ~~Traditional Business to Refresco.~~

ABL facility, as further discussed below.

Forward-Looking Statements

In addition to historical information, this report, and any documents incorporated in this report by reference, may contain statements relating to future events and future results. These statements are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation and involve known and unknown risks, uncertainties, future expectations and other factors that may cause actual results, performance or achievements of Cott Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements that relate to projections of sales, ~~earnings, earnings per share,~~ cash flows, capital expenditures or other financial items, statements regarding our intentions to pay regular quarterly dividends on our common shares, and discussions of estimated future revenue enhancements and cost ~~savings, and statements regarding the pending disposition of our Traditional Business.~~savings. These statements also relate to our business strategy, goals and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. Generally, words such as “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “predict,” “project,” “should” and similar terms and phrases are used to identify forward-looking statements in this report and any documents incorporated in this report by reference. These forward-looking statements reflect current expectations regarding future events and operating performance and are made only as of the date of this report.

The forward-looking statements are not guarantees of future performance or events and, by their nature, are based on certain estimates and assumptions regarding interest and foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities and effective income tax rates, which are subject to inherent risks and uncertainties. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in forward-looking statements may include, but are not limited to, assumptions regarding management’s current plans and ~~estimates, our ability to remain a low cost supplier, and effective management of commodity costs.~~estimates. Although we believe the assumptions underlying these forward-looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions could prove to be incorrect. Our operations involve risks and uncertainties, many of which are outside of our control, and any one or any combination of these risks and uncertainties could also affect whether the forward-looking statements ultimately prove to be correct. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. “Risk Factors” in our ~~2016~~2017 Annual Report, ~~Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form10-Q~~ ~~for the quarter ended July 1, 2017,~~ and those described from time to time in our future reports filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities.

The following are some of the factors that could affect our financial performance, including but not limited to, sales, earnings and cash flows, or could cause actual results to differ materially from estimates contained in or underlying the forward-looking statements:

~~our and Refresco’s ability to complete the transaction on the anticipated terms and schedule, including the ability to obtain regulatory approvals;~~

~~the risk that the pending transaction will distract our management or disrupt our business;~~

our ability to compete successfully in the markets in which we operate;

~~changes in consumer tastes and preferences for existing products and our ability to develop and timely launch new products that appeal to such changing consumer tastes and preferences;~~

~~a loss of or a reduction in business in our Traditional Business with key customers, particularly Walmart;~~

~~consolidation of retail customers in the markets in which we operate;~~

fluctuations in commodity prices and our ability to pass on increased costs to our customers or ~~effectively~~ hedge against such rising costs, and the impact of those increased prices on our volumes;

our ability to manage our operations successfully;

our ability to fully realize the potential benefit of acquisitions or other strategic opportunities that we pursue;

potential liabilities associated with the Transaction;

our ability to realize the ~~expected benefits~~revenue and cost synergies ~~from~~of our recent ~~acquisitions;~~acquisitions because of integration difficulties and other challenges;

the limited nature of our indemnification rights under our recent acquisition agreements;

~~the incurrence of substantial indebtedness to finance our recent acquisitions;~~

our exposure to intangible asset risk;

currency fluctuations that adversely affect the exchange between the U.S. dollar and the British pound sterling, the exchange between the Euro, the Canadian dollar ~~the Mexican peso~~ and other currencies and the exchange between the British pound sterling and the Euro;

our ability to maintain favorable arrangements and relationships with our suppliers;

~~our substantial indebtedness and~~ our ability to meet our obligations under our debt agreements, and risks of further increases to our indebtedness;

our ability to maintain compliance with the covenants and conditions under our debt agreements;

fluctuations in interest rates which, could increase our borrowing costs;

~~credit rating changes;~~the incurrence of substantial indebtedness to finance our recent acquisitions;

the impact of global financial events on our financial results;

credit rating changes;

our ability to fully realize the expected cost savings and/or operating efficiencies from our restructuring activities;

any disruption to production at our ~~beverage concentrates or other~~ manufacturing facilities;

our ability to maintain access to our water sources;

~~our ability to adequately address the challenges and risks associated with our international operations and acquisition strategy;~~

our ability to protect our intellectual property;

compliance with product health and safety standards;

liability for injury or illness caused by the consumption of contaminated products;

liability and damage to our reputation as a result of litigation or legal proceedings;

changes in the legal and regulatory environment in which we operate;

~~the impact of proposed taxes on soda and other sugary drinks;~~

~~enforcement of compliance with the Ontario Environmental Protection Act;~~

the seasonal nature of our business and the effect of adverse weather conditions;

the impact of national, regional and global events, including those of a political, economic, business and competitive nature;

our ability to recruit, retain and integrate new ~~members of~~ management;

our ability to renew our collective bargaining agreements on satisfactory terms;

disruptions in our information systems;

our ability to securely maintain our customers’ confidential or credit card information, or other private data relating to our employees or our company;

our ability to maintain our quarterly dividend;

our ability to adequately address the challenges and risks associated with our international operations and address difficulties in complying with laws and regulations including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010;

increased tax liabilities in the various jurisdictions in which we operate; or

our ability to ~~maintain~~utilize tax attributes to offset future taxable income; or

the impact of the 2017 Tax Cuts and Jobs Act on our ~~quarterly dividend.~~tax obligations and effective tax rate.

We undertake no obligation to update any information contained in this report or to publicly release the results of any revisions to forward-looking statements to reflect events or circumstances of which we may become aware of after the date of this report. Undue reliance should not be placed on forward-looking statements, and all future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.

Non-GAAP Measures

In this report, we supplement our reporting of financial measures determined in accordance with ~~GAAP~~U.S. generally accepted accounting principles (“GAAP”) by utilizing certainnon-GAAP financial measures that exclude certain items to make period-over-period comparisons for our underlying operations before material changes.

We exclude these items to better understand trends in the business. We exclude the impact of foreign exchange to separate the impact of currency exchange rate changes from our results of operations and, in some cases, the impact of fewer trading days within our business units from our results of operations.

We also utilize earnings (loss) before interest expense, taxes, depreciation and amortization (“EBITDA”), which is GAAP net income (loss) from continuing operations before interest expense, net, expense ~~(benefit)~~ for income taxes and depreciation and amortization. We consider EBITDA to be an indicator of operating performance. We also use EBITDA, as do analysts, lenders, investors and others, because it excludes certain items that can vary widely across different industries or among companies within the same industry. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. We also utilize adjusted EBITDA, which is EBITDA excluding acquisition and integration costs, ~~inventorystep-up~~ ~~adjustments, unrealized gain~~share-based compensation costs, (gain) loss on commodity hedging instruments, net, foreign exchange and other losses (gains) ~~losses,~~, net, loss on disposal of property, plant &and equipment, net, gain on extinguishment of long-term debt, ~~share-based compensation costs,~~gain on sale, and other adjustments, net, as the case may be (“Adjusted EBITDA”). Effective January 1, 2017, share-based compensation expense as a part of annual compensation packages is included as an adjustment to EBITDA, and prior periods presented have been updated to incorporate the change. This determination is based upon review of peer companies and business practices among entities undergoing transformation within their operations. We consider Adjusted EBITDA to be an indicator of our operating performance.

~~We also utilize adjusted net income (loss) from continuing operations, which is GAAP income (loss) from continuing operations excluding acquisition and integration costs, inventorystep-up~~ adjustments, unrealized gain on commodity hedging instruments, net, foreign exchange and other (gains) losses, net, loss on disposal of property, plant & equipment, net, interest payment on 2024 Notes (as defined below), interest expense on 2020 Notes (as defined below), tax valuation allowance, gain on extinguishment of long-term debt, other adjustments, and the tax effect of adjustments, as well as adjusted net income (loss) per diluted common share from continuing operations, which is adjusted net income (loss) from continuing operations divided by diluted weighted average common shares outstanding. We consider these measures to be indicators of our operating performance.

Additionally, we supplement our reporting of net cash provided by operating activities from continuing operations determined in accordance with GAAP by excluding additions to property, plant & equipment to present free cash flow and adjusted free cash flow (which is free cash flow excluding acquisition and integration cash costs), which management believes provides useful information to investors about the amount of cash generated by the business that can be used for strategic opportunities, including investing in our business, making strategic acquisitions, paying dividends, and strengthening the balance sheet.

Because we use these adjusted financial results in the management of our business and to understand underlying business performance, we believe this supplemental information is useful to investors for their independent evaluation and understanding of our business performance and the performance of our management. Thenon-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, our financial statements prepared in accordance with GAAP. In addition, thenon-GAAP financial measures included in this report reflect our judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies.

Summary Financial Results

Net income from continuing operations for the three months ended September ~~30, 2017~~29, 2018 (the “third quarter”) and ~~net loss from continuing operations for the~~ nine months ended September ~~30, 2017~~29, 2018 (“first nine months of ~~2017”~~2018” or “year to date”) was $8.5 million or $0.06 per diluted common share, and $25.3 million or $0.18 per diluted common share, respectively, compared with net income from continuing operations of $1.6 million or $0.01 per diluted common share, and ~~$13.1 million or $0.09 per diluted common share, respectively, compared with~~ net loss from continuing operations of ~~$4.0~~$13.1 million or ~~$0.03 per diluted common share, and $5.6 million, or $0.04~~$0.09 per diluted common share for the three and nine months ended ~~October 1, 2016,~~September 30, 2017, respectively.

The following items of significance affected our financial results for the first nine months of ~~2017:~~

2018:

Net revenue increased ~~54.1%~~$75.3 million, or 4.4%, from the prior year period due primarily to the addition of the ~~S&D~~Crystal Rock business, pricing initiatives and ~~Eden businesses~~growth within our home and office water delivery operations and growth in retail in our Route Based Services reporting segment, growth in liquid coffee, extracts and tea in our Coffee, Tea and Extract Solutions reporting segment, as well as ~~growth~~the impact of favorable foreign exchange rates, partially offset by the reduction in volumes combined with lower green coffee commodity prices and a change in customer mix in our ~~DSS business. The net impact of foreign exchange was insignificant~~Coffee, Tea and Extract Solutions reporting segment, as well as fewer trading days compared to ~~net revenue year to date from~~ the prior year ~~period;~~period in our Eden Springs B.V. (“Eden”), S. & D. Coffee, Inc. (“S&D”) and Aimia businesses;

Gross profit increased to ~~$848.7~~$885.4 million from ~~$591.6~~$848.7 million in the prior year period due primarily to the addition of the ~~Eden~~Crystal Rock business, pricing initiatives and growth within our home and office water delivery operations, and the favorable impact of foreign exchange rates in our Route Based Services reporting segment, as well as growth in liquid coffee, extracts and tea in our ~~DSS business.~~Coffee, Tea and Extract Solutions reporting segment, partially offset by increases in production and freight costs within our Route Based Services reporting segment and the reduction in coffee volumes and a change in customer mix, as well as an increase in manufacturing expenses within our Coffee, Tea, and Extract Solutions reporting segment. Gross profit as a percentage of net revenue ~~decreased~~was 49.9% compared to 50.0% ~~from 53.7%~~ in the prior year period;

Selling, general and administrative (“SG&A”) expenses increased to ~~$777.8~~$816.2 million from ~~$547.7~~$778.2 million in the prior year period due primarily to the addition of the ~~S&D~~Crystal Rock business, the unfavorable impact of foreign exchange rates within our Route Based Services reporting segment, and ~~Eden businesses. As~~an increase in share-based compensation costs. SG&A expenses as a percentage of net revenue ~~SG&A expenses decreased~~was 46.0% compared to 45.8% ~~from 49.7%~~ in the prior year period;

Other income, net was ~~$1.1~~$33.0 million compared to ~~nil in the prior year period due primarily to gains recognized upon the partial redemption of our DSS Notes;~~

~~Interest expense, net increased to $62.1 million from $29.2~~$6.0 million in the prior year period due primarily to the ~~issuance~~increase of net gains on foreign currency transactions, gains recognized on the redemption of the DSS Notes and the sale of our ~~2025 Notes in the current year period~~PolyCycle Solutions (“PCS”) business, mark to market gains on warrant securities, and ~~€450.0~~income recognized from favorable legal settlements;

Interest expense, net decreased to $58.3 million ~~(U.S. $531.1 million at the exchange rate in effect on September 30, 2017) of our 5.500% senior notes due 2024 (the “2024 Notes”) in the prior year period;~~

~~Income tax expense was $1.0 million compared to an income tax benefit of $4.8~~from $62.1 million in the prior year period due primarily to the redemption of $250.0 million aggregate principal of our DSS Notes in January 2018;

Income tax expense was $4.0 million on pre-tax income from continuing operations of $29.3 million compared to income tax expense of $1.0 million on pre-tax loss from continuing operations of $12.1 million in the prior year period due ~~to: (a)~~primarily to losses incurred in the United States for which we have ~~not~~ recognized a tax benefit in 2017; (b) the Canadian valuation allowance recorded in the third quarter of 2016; (c) permanent differences for which we recognized a tax benefit; and (d) income in tax jurisdictions with lower statutory tax rates than Canada.2018;

Adjusted EBITDA increased to ~~$225.2~~$240.1 million compared to ~~$156.1~~$225.2 million in the prior year period due to the items listed above;

Adjusted net income from continuing operations and adjusted net income per diluted common share from continuing operations were $0.7 million and $0.01, respectively, compared to adjusted net loss from continuing operations of $7.0 million and adjusted net loss per diluted common share from continuing operations of $0.06 in the prior year period; and

Cash flows provided by operating activities from continuing operations was ~~$138.7~~$146.1 million compared to ~~$71.9~~$138.7 million in the prior year period. The ~~$66.8~~$7.4 million increase was due primarily to the increase in net income and the change in other non-cash operating activities, partially offset by the change in working capital account balances relative to the prior year ~~period resulting from the addition of our S&D and Eden businesses.~~period.

Results of Operations

The following table summarizes our ~~consolidated statements~~Consolidated Statements of ~~operations~~Operations as a percentage of revenue for the three and nine months ended September 29, 2018 and September 30, ~~2017 and October 1, 2016:~~

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 October 1,
2016 September 30,
2017 October 1,
2016
(in millions of U.S. dollars)
   $ % $ % $ % $ %
Revenue, net
   580.9 100.0 476.7 100.0 1,698.4 100.0 1,102.0 100.0
Cost of sales
   288.1 49.6 229.0 48.0 849.7 50.0 510.4 46.3


Gross profit
   292.8 50.4 247.7 52.0 848.7 50.0 591.6 53.7
Selling, general, and administrative expenses
   262.8 45.2 225.3 47.3 777.8 45.8 547.7 49.7
(Gain) loss on disposal of property, plant & equipment, net
   (0.4 ) (0.1 ) 1.4 0.3 4.8 0.3 4.6 0.4
Acquisition and integration expenses
   3.2 0.6 7.4 1.5 17.2 1.0 20.5 1.9


Operating income
   27.2 4.7 13.6 2.9 48.9 2.9 18.8 1.7
Other expense (income), net
   1.5 0.3 0.2 —   (1.1 ) (0.1 ) —   —
Interest expense, net
   23.2 4.0 14.5 3.1 62.1 3.7 29.2 2.6


Income (loss) from continuing operations before income taxes
   2.5 0.4 (1.1 ) (0.2 ) (12.1 ) (0.7 ) (10.4 ) (0.9 )
Income tax expense (benefit)
   0.9 0.1 2.9 0.6 1.0 0.1 (4.8 ) (0.4 )


Net income (loss) from continuing operations
   1.6 0.3 (4.0 ) (0.8 ) (13.1 ) (0.8 ) (5.6 ) (0.5 )
Net income from discontinued operations, net of income taxes
   43.0 7.4 2.9 0.6 1.0 0.1 12.0 1.1


Net income (loss)
   44.6 7.7 (1.1 ) (0.2 ) (12.1 ) (0.7 ) 6.4 0.6
Less: Net income attributable to non-controlling interests—discontinued operations
   2.1 0.4 1.5 0.3 6.4 0.4 4.4 0.4


Net income (loss) attributable to Cott Corporation
   42.5 7.3 (2.6 ) (0.5 ) (18.5 ) (1.1 ) 2.0 0.2


Depreciation & amortization
   49.4 8.5 41.2 8.6 141.8 8.3 102.6 9.3

2017:



	For the Three Months Ended								For the Nine Months Ended
	September 29, 2018				September 30, 2017				September 29, 2018				September 30, 2017
(in millions of U.S. dollars)	$		%		$		%		$		%		$		%
Revenue, net	609.3		100.0		580.9		100.0		1,773.7		100.0		1,698.4		100.0
Cost of sales	298.8		49.0		288.1		49.6		888.3		50.1		849.7		50.0
Gross profit	310.5		51.0		292.8		50.4		885.4		49.9		848.7		50.0
Selling, general and administrative expenses	279.9		45.9		263.2		45.3		816.2		46.0		778.2		45.8
Loss (gain) on disposal of property, plant and equipment, net	1.2		0.2		(0.4	)	(0.1	)	3.8		0.2		4.8		0.3
Acquisition and integration expenses	1.6		0.3		7.7		1.3		10.8		0.6		21.7		1.3
Operating income	27.8		4.6		22.3		3.8		54.6		3.1		44.0		2.6
Other income, net	(0.6	)	(0.1	)	(3.4	)	(0.6	)	(33.0	)	(1.9	)	(6.0	)	(0.4	)
Interest expense, net	18.9		3.1		23.2		4.0		58.3		3.3		62.1		3.7
Income (loss) from continuing operations before income taxes	9.5		1.6		2.5		0.4		29.3		1.7		(12.1	)	(0.7	)
Income tax expense	1.0		0.2		0.9		0.2		4.0		0.2		1.0		0.1
Net income (loss) from continuing operations	8.5		1.4		1.6		0.3		25.3		1.4		(13.1	)	(0.8	)
Net income from discontinued operations, net of income taxes (Note 3)	1.5		0.2		43.0		7.4		357.5		20.2		1.0		0.1
Net income (loss)	10.0		1.6		44.6		7.7		382.8		21.6		(12.1	)	(0.7	)
Less: Net income attributable to non-controlling interests - discontinued operations	—		—		2.1		0.4		0.6		—		6.4		0.4
Net income (loss) attributable to Cott Corporation	10.0		1.6		42.5		7.3		382.2		21.5		(18.5	)	(1.1	)
Depreciation and amortization	49.6		8.1		49.4		8.5		145.7		8.2		141.8		8.3

The following table summarizes the change in revenue by reporting segment for the three and nine months ended September ~~30, 2017:~~

   For the Three Months Ended September 30, 2017
(in millions of U.S. dollars, except percentage amounts)
   Route
Based
Services Coffee, Tea
and Extract
Solutions All
Other Total
Change in revenue
   $ 48.1 $ 56.1 $ —   $ 104.2
Impact of foreign exchange¹
   (5.8 ) —   0.6 (5.2 )


Change excluding foreign exchange
   $ 42.3 $ 56.1 $ 0.6 $ 99.0


Percentage change in revenue
   13.8 % 64.3 % —   % 21.9 %


Percentage change in revenue excluding foreign exchange
   12.1 % 64.3 % 1.5 % 20.8 %


   For the Nine Months Ended September 30, 2017
(in millions of U.S. dollars, except percentage amounts)
   Route
Based
Services Coffee, Tea
and Extract
Solutions All
Other Total
Change in revenue
   $ 252.6 $ 352.9 $ (9.1 ) $ 596.4
Impact of foreign exchange¹
   (5.7 ) —   5.7 —


Change excluding foreign exchange
   $ 246.9 $ 352.9 $ (3.4 ) $ 596.4


Percentage change in revenue
   28.6 % 404.2 % (6.9 )% 54.1 %


Percentage change in revenue excluding foreign exchange
   28.0 % 404.2 % (2.6 )% 54.1 %

29, 2018:



	For the Three Months Ended September 29, 2018
(in millions of U.S. dollars, except percentage amounts)	Route Based Services			Coffee, Tea and Extract Solutions			All Other			Eliminations			Total
Change in revenue	$	26.4		$	(3.2	)	$	6.9		$	(1.7	)	$	28.4
Impact of foreign exchange ¹	2.8			—			0.2			—			3.0
Change excluding foreign exchange	$	29.2		$	(3.2	)	$	7.1		$	(1.7	)	$	31.4
Percentage change in revenue	6.6		%	(2.2		)%	17.2		%	100.0		%	4.9		%
Percentage change in revenue excluding foreign exchange	7.3		%	(2.2		)%	17.7		%	100.0		%	5.4		%
Impact of fewer trading days ²	$	—		$	—		$	—		$	—		$	—
Change excluding foreign exchange and impact of fewer trading days	$	29.2		$	(3.2	)	$	7.1		$	(1.7	)	$	31.4
Percentage change in revenue excluding foreign exchange and impact of fewer trading days	7.3		%	(2.2		)%	17.7		%	100.0		%	5.4		%

	For the Nine Months Ended September 29, 2018
(in millions of U.S. dollars, except percentage amounts)	Route Based Services			Coffee, Tea and Extract Solutions			All Other			Eliminations			Total
Change in revenue	$	72.5		$	(8.4	)	$	15.5		$	(4.3	)	$	75.3
Impact of foreign exchange ¹	(14.0		)	—			(3.5		)	—			(17.5		)
Change excluding foreign exchange	$	58.5		$	(8.4	)	$	12.0		$	(4.3	)	$	57.8
Percentage change in revenue	6.4		%	(1.9		)%	12.6		%	100.0		%	4.4		%
Percentage change in revenue excluding foreign exchange	5.2		%	(1.9		)%	9.7		%	100.0		%	3.4		%
Impact of fewer trading days ²	$	1.3		$	4.9		$	0.2		$	—		$	6.4
Change excluding foreign exchange and impact of fewer trading days	$	59.8		$	(3.5	)	$	12.2		$	(4.3	)	$	64.2
Percentage change in revenue excluding foreign exchange and impact of fewer trading days	5.3		%	(0.8		)%	9.9		%	100.0		%	3.8		%

______________________

^1.
¹	Impact of foreign exchange is the difference between the current period revenue translated utilizing the current period average foreign exchange rates less the current period revenue translated utilizing the prior period average foreign exchange rates.

²
Our Eden business had two fewer trading days, our S&D business had three fewer trading days, and our Aimia business had one fewer trading day for the nine months ended September 29, 2018 as compared to the prior year period.

Our corporate oversight function is not treated as a segment; it includes certain general and administrative costs that are not allocated to any of the reporting segments. During the second quarter of 2018, we combined and disclosed the corporate oversight function in the All Other category. Our segment reporting results have been recast to reflect these changes for all periods presented.

Subsequent to the completion of the Transaction, management re-evaluated the measure of profit for our reportable segments and determined that excluding corporate allocations from segment operating income was appropriate as these costs are not considered by management when evaluating performance. Operating income (loss) for the prior periods have been recast to reflect this change and resulted in a $0.1 million decrease and $0.5 million increase to operating income for the three and nine months ended September 30, 2017 in our Route Based Services reporting segment, $0.2 million decrease to operating income for the three and nine months ended September 30, 2017 in our Coffee, Tea and Extract Solutions reporting segment,

and $0.3 million increase and $0.3 million decrease to operating loss for the three and nine months ended September 30, 2017 in the All Other category, respectively.

The following table summarizes our net revenue, gross profit and operating income (loss) by reporting segment for the three and nine months ended September 29, 2018 and September 30, 2017 and October 1, 2016 (for purposes of the table below, our corporate oversight function (“Corporate”) is not treated as a segment; it includes certain general and administrative costs that are not allocated to any of the reporting segments):

   For the Three Months Ended    For the Nine Months Ended
(in millions of U.S. dollars)
   September 30, 2017    October 1, 2016    September 30, 2017    October 1, 2016
Revenue, net

Route Based Services
   $ 397.3    $ 349.2    $ 1,134.9    $ 882.3
Coffee, Tea and Extract Solutions
   143.4    87.3    440.2    87.3
All Other
   40.2    40.2    123.3    132.4








Total
   $ 580.9    $ 476.7    $ 1,698.4    $ 1,102.0








Gross profit

Route Based Services
   $ 249.2    $ 216.5    $ 710.9    $ 541.7
Coffee, Tea and Extract Solutions
   36.8    24.5    117.9    24.5
All Other
   6.8    6.7    19.9    25.4








Total
   $ 292.8    $ 247.7    $ 848.7    $ 591.6








Operating income (loss)

Route Based Services
   $ 34.6    $ 21.2    $ 66.3    $ 44.7
Coffee, Tea and Extract Solutions
   3.7    (0.1 )    13.3    (0.1 )
All Other
   4.7    0.7    6.9    7.5
Corporate
   (15.8 )    (8.2 )    (37.6 )    (33.3 )








Total
   $ 27.2    $ 13.6    $ 48.9    $ 18.8

2017:



	For the Three Months Ended						For the Nine Months Ended
(in millions of U.S. dollars)	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Revenue, net
Route Based Services	$	423.7		$	397.3		$	1,207.4		$	1,134.9
Coffee, Tea and Extract Solutions	140.2			143.4			431.8			440.2
All Other	47.1			40.2			138.8			123.3
Eliminations	(1.7		)	—			(4.3		)	—
Total	$	609.3		$	580.9		$	1,773.7		$	1,698.4
Gross profit
Route Based Services	$	267.4		$	249.2		$	752.8		$	710.9
Coffee, Tea and Extract Solutions	35.4			36.8			111.5			117.9
All Other	7.7			6.8			21.1			19.9
Total	$	310.5		$	292.8		$	885.4		$	848.7
Operating income (loss)
Route Based Services ¹	$	37.5		$	29.6		$	77.6		$	61.9
Coffee, Tea and Extract Solutions	5.0			3.5			12.3			13.1
All Other	(14.7		)	(10.8		)	(35.3		)	(31.0		)
Total	$	27.8		$	22.3		$	54.6		$	44.0

______________________


¹	Operating income in our Route Based Services reporting segment for the three and nine months ended September 30, 2017 decreased $4.9 million as a result of adopting ASU 2017-07 (see Note 1 to the Consolidated Financial Statements).

The following tables summarize net revenue by channel for the three and nine months ended September 29, 2018 and September 30, ~~2017 and October 1, 2016:~~

   For the Nine Months Ended September 30, 2017
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Total
Revenue, net

Home and office bottled water delivery
   $ 753.7    $ —      $ —      $ 753.7
Coffee and tea services
   134.9    369.6    2.0    506.5
Retail
   127.8    —      33.9    161.7
Other
   118.5    70.6    87.4    276.5








Total
   $ 1,134.9    $ 440.2    $ 123.3    $ 1,698.4








   For the Three Months Ended October 1, 2016
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Total
Revenue, net

Home and office bottled water delivery
   $ 235.9    $ —      $ —      $ 235.9
Coffee and tea services
   38.9    72.0    2.0    112.9
Retail
   42.9    —      10.0    52.9
Other
   31.5    15.3    28.2    75.0








Total
   $ 349.2    $ 87.3    $ 40.2    $ 476.7








   For the Nine Months Ended October 1, 2016
(in millions of U.S. dollars)
   Route
Based
Services    Coffee, Tea
and Extract
Solutions    All
Other    Total
Revenue, net

Home and office bottled water delivery
   $ 575.1    $ —      $ —      $ 575.1
Coffee and tea services
   100.4    72.0    2.0    174.4
Retail
   127.7    —      37.8    165.5
Other
   79.1    15.3    92.6    187.0








Total
   $ 882.3    $ 87.3    $ 132.4    $ 1,102.0

2017:



	For the Three Months Ended September 29, 2018
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations			Total
Revenue, net
Home and office bottled water delivery	$	271.1	$	—	$	—	$	—		$	271.1
Coffee and tea services	45.4		113.0		0.9		(1.4		)	157.9
Retail	61.3		—		16.9		(0.3		)	77.9
Other	45.9		27.2		29.3		—			102.4
Total	$	423.7	$	140.2	$	47.1	$	(1.7	)	$	609.3



	For the Nine Months Ended September 29, 2018
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations			Total
Revenue, net
Home and office bottled water delivery	$	759.5	$	—	$	—	$	—		$	759.5
Coffee and tea services	139.8		349.0		2.5		(3.9		)	487.4
Retail	177.1		—		49.1		(0.3		)	225.9



Other	131.0		82.8		87.2		(0.1		)	300.9
Total	$	1,207.4	$	431.8	$	138.8	$	(4.3	)	$	1,773.7

	For the Three Months Ended September 30, 2017
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations			Total
Revenue, net
Home and office bottled water delivery	$	252.5	$	—	$	—	$	—		$	252.5
Coffee and tea services	44.2		120.9		0.7		—			165.8
Retail	58.6		—		11.7		—			70.3
Other	42.0		22.5		27.8		—			92.3
Total	$	397.3	$	143.4	$	40.2	$	—		$	580.9

	For the Nine Months Ended September 30, 2017
(in millions of U.S. dollars)	Route Based Services		Coffee, Tea and Extract Solutions		All Other		Eliminations			Total
Revenue, net
Home and office bottled water delivery	$	715.5	$	—	$	—	$	—		$	715.5
Coffee and tea services	134.9		369.6		2.0		—			506.5
Retail	165.7		—		33.9		—			199.6
Other	118.8		70.6		87.4		—			276.8
Total	$	1,134.9	$	440.2	$	123.3	$	—		$	1,698.4

The following table summarizes our EBITDA and Adjusted EBITDA for the three and nine months ended September 29, 2018 and September 30, ~~2017 and October 1, 2016:~~

   For the Three Months Ended    For the Nine Months Ended
(in millions of U.S. dollars)
   September 30,
2017    October 1,
2016    September 30,
2017    October 1,
2016
Net income (loss) from continuing operations
   $ 1.6    $ (4.0 )    $ (13.1 )    $ (5.6 )
Interest expense, net
   23.2    14.5    62.1    29.2
Income tax expense (benefit)
   0.9    2.9    1.0    (4.8 )
Depreciation & amortization
   49.4    41.2    141.8    102.6








EBITDA
   $ 75.1    $ 54.6    $ 191.8    $ 121.4
Acquisition and integration costs¹
   3.2    7.4    17.2    20.5
Inventorystep-up
   —      4.2    —      4.7
Unrealized commodity hedging gain, net
   (0.4 )    (1.0 )    (1.9 )    (0.8 )
Foreign exchange and other (gains) losses, net
   (0.2 )    0.8    (1.1 )    (0.5 )
Loss on disposal of property, plant & equipment, net
   —      1.4    5.7    4.6
Gain on extinguishment of long-term debt
   —      —      (1.5 )    —
Share-based compensation costs
   1.9    0.2    8.7    4.4
Other adjustments
   4.3    0.9    6.3    1.8








Adjusted EBITDA
   $ 83.9    $ 68.5    $ 225.2    $ 156.1

2017:



	For the Three Months Ended					For the Nine Months Ended
(in millions of U.S. dollars)	September 29, 2018		September 30, 2017			September 29, 2018			September 30, 2017
Net income (loss) from continuing operations	$	8.5	$	1.6		$	25.3		$	(13.1	)
Interest expense, net	18.9		23.2			58.3			62.1
Income tax expense	1.0		0.9			4.0			1.0
Depreciation and amortization	49.6		49.4			145.7			141.8
EBITDA	$	78.0	$	75.1		$	233.3		$	191.8
Acquisition and integration costs ^{1, 2}	1.6		7.7			10.8			21.7
Share-based compensation costs	10.2		1.9			16.2			8.7
Commodity hedging (gain) loss, net	—		(0.4		)	0.3			(1.9		)
Foreign exchange and other losses (gains), net	0.4		(0.2		)	(10.8		)	(1.1		)
Loss on disposal of property, plant and equipment, net	1.2		—			3.8			5.7
Gain on extinguishment of long-term debt	—		—			(7.1		)	(1.5		)
Gain on sale	—		—			(6.0		)	—
Other adjustments, net ²	1.4		(0.2		)	(0.4		)	1.8
Adjusted EBITDA	$	92.8	$	83.9		$	240.1		$	225.2

______________________

^1.

Includes a reduction of $3.4 million and $1.6 million for the three and nine months ended September 29, 2018, and an increase of $0.2 million and $2.4 million ~~of share-based compensation costs~~ for the three and nine months ended September 30, 2017, respectively, of share-based compensation costs related to awards granted in connection with the ~~acquisitions~~acquisition of our S&D and Eden ~~businesses,~~businesses.

With the adoption of ASU 2017-07 (see Note 1 to the Consolidated Financial Statements), the gain on pension curtailment of $4.5 million that was previously recorded to acquisition and ~~a reduction of $1.1 million and $0.4 million share-based compensation~~integration costs was reclassified to other adjustments, net for the three and nine months ended ~~October 1, 2016, respectively, related to awards granted in connection with the acquisitions of our S&D, Eden and DSS businesses.~~

~~The following table summarizes our adjusted net income (loss) from continuing operations and adjusted net income (loss) per common share from continuing operations~~September 30, 2017. This reclassification had no effect on Adjusted EBITDA for the three and nine months ended September 30, 2017.

Three Months Ended September 29, 2018 Compared to Three Months Ended September 30, 2017 ~~and October 1, 2016:~~

   For the Three Months Ended    For the Nine Months Ended
(in millions of U.S. dollars, except share amounts)
   September 30,
2017    October 1,
2016    September 30,
2017    October 1,
2016
Net income (loss) from continuing operations
   $ 1.6    $ (4.0 )    $ (13.1 )    $ (5.6 )
Acquisition and integration costs
   3.2    7.4    17.2    20.5
Inventorystep-up
   —      4.2    —      4.7
Unrealized commodity hedging gain, net
   (0.4 )    (1.0 )    (1.9 )    (0.8 )
Foreign exchange and other (gains) losses, net
   (0.2 )    0.8    (1.1 )    (0.5 )
Loss on disposal of property, plant & equipment, net
   —      1.4    5.7    4.6
Interest payment on 2024 Notes¹
   —      2.4    —      2.4
Interest expense on 2020 Notes²
   —      (10.7 )    (9.5 )    (31.9 )
Tax valuation allowance
   —      8.5    —      8.5
Gain on extinguishment of long-term debt
   —      —      (1.5 )    —
Other adjustments
   4.3    0.9    6.3    1.8
Adjustments for tax effect³
   0.1    (4.5 )    (1.4 )    (10.7 )








Adjusted net income (loss) from continuing operations
   $ 8.6    $ 5.4    $ 0.7    $ (7.0 )








Adjusted net income (loss) per common share from continuing operations

Basic
   $ 0.06    $ 0.04    $ 0.01    $ (0.06 )
Diluted
   $ 0.06    $ 0.04    $ 0.01    $ (0.06 )
Weighted average common shares outstanding (in millions)

Basic
   139.2    138.2    139.0    124.9
Diluted
   141.0    139.3    140.2    124.9

^1.	~~Represents the interest paid on the 2024 Notes while the proceeds were held in escrow prior to funding a portion of the purchase price for the acquisition of our Eden business.~~

^2.

Represents the interest expense incurred on our 6.750% senior notes due 2020 (the “2020 Notes”) which are recorded within discontinued operations. In March 2017, the 2020 Notes were redeemed in full with proceeds from the issuance of the 2025 Notes which are recorded in continuing operations. These adjustments move the 2020 Notes into continued operations in order to have both the 2020 Notes and the 2025 Notes within the same area of financial reporting.

^3.	~~Reflects the tax effect of adjustments at the statutory tax rate within the applicable tax jurisdiction.~~

~~The following table summarizes our free cash flow and adjusted free cash flow for the three and nine months ended September 30, 2017 and October 1, 2016:~~

   For the Three Months Ended
(in millions of U.S. dollars)
   September 30, 2017    October 1, 2016
Net cash provided by operating activities from continuing operations
   $ 46.2    $ 51.1
Less: Additions to property, plant & equipment
   (38.2 )    (32.4 )




Free Cash Flow
   $ 8.0    $ 18.7




Plus:

Acquisition and integration cash costs
   4.6    14.1




Adjusted Free Cash Flow
   $ 12.6    $ 32.8

   For the Nine Months Ended
(in millions of U.S. dollars)
   September 30, 2017    October 1, 2016
Net cash provided by operating activities from continuing operations
   $ 138.7    $ 71.9
Less: Additions to property, plant & equipment
   (97.1 )    (69.3 )




Free Cash Flow
   $ 41.6    $ 2.6




Plus:

Acquisition and integration cash costs
   16.9    16.0




Adjusted Free Cash Flow
   $ 58.5    $ 18.6

Revenue, Net

Net revenue increased ~~$104.2~~$28.4 million, or ~~21.9%~~4.9%, ~~and $596.4 million, or 54.1%, in the third quarter and year to date, respectively, from the comparable prior year periods. Excluding the impact of foreign exchange, net revenue increased 20.8%~~ in the third quarter from the comparable prior year period. ~~The net impact of foreign exchange was insignificant to net revenue year to date from the prior year period.~~

Route Based Services net revenue increased ~~$48.1~~$26.4 million, or ~~13.8%~~6.6%, ~~and $252.6 million, or 28.6%~~ in the third quarter ~~and year to date, respectively,~~ from the comparable prior year ~~periods~~period due primarily to the addition of revenues from the Crystal Rock business of $14.7 million, pricing initiatives and growth within our ~~Eden business as well as growth~~home and office water delivery operations of ~~customers~~$12.4 million, and growth in retail of $2.8 million, partially offset by the ~~filtration division, as well as pricing improvements in our DSS business. Excluding the~~unfavorable impact of foreign exchange ~~net revenue increased 12.1% and 28.0% in the third quarter and year to date, respectively, from the comparable prior year periods.~~

rates of $2.8 million.

Coffee, Tea and Extract Solutions net revenue ~~increased $56.1~~decreased $3.2 million, or ~~64.3%, and $352.9 million, or 404.2%~~2.2%, in the third quarter ~~and year to date, respectively,~~ from the comparable prior year ~~periods~~period due primarily to the ~~acquisition~~reduction in volumes combined with lower green coffee commodity prices and a change in customer mix of ~~our S&D business~~$8.3 million, partially offset by growth in liquid coffee and extracts of $3.3 million.

All Other net revenue increased $6.9 million, or 17.2%, in the third quarter ~~of the prior year period.~~

~~All Other net revenue had no change in the third quarter, and decreased $9.1 million, or 6.9%, year to date, respectively,~~ from the comparable prior year ~~periods~~period due primarily to ~~the impact of unfavorable foreign exchange rates and the loss of a key customer. Excluding the impact of foreign exchange, net revenue~~ increased ~~1.5% in the third quarter and decreased 2.6% year to date from the comparable prior year periods.~~

~~Cost of Sales~~

Cost of sales represented 49.6% and 50.0% of revenue in the third quarter and year to date, respectively, compared to 48.0% and 46.3% in the comparable prior year periods. The increase in cost of sales as a percentage of revenue was due primarily to the addition of our S&D business.

volumes.

Gross Profit

Gross profit increased to ~~$292.8 million and $848.7~~$310.5 million in the third quarter ~~and year to date, respectively,~~ from ~~$247.7 million and $591.6~~$292.8 million in the comparable prior year ~~periods due primarily to the addition of our Eden business as well as growth in our DSS business.~~period. Gross profit as a percentage of revenue ~~decreased to 50.4% and 50.0%~~was 51.0% in the third quarter ~~and year~~compared to ~~date, respectively, from 52.0% and 53.7%~~50.4% in the comparable prior year ~~periods.~~

~~Selling, General and Administrative Expenses~~

~~SG&A expenses~~period.

Route Based Services gross profit increased to ~~$262.8 million and $777.8~~$267.4 million in the third quarter ~~and year to date, respectively,~~ from ~~$225.3 million and $547.7~~$249.2 million in the comparable prior year ~~periods~~period due primarily to the addition of the Crystal Rock business, pricing initiatives and growth within our ~~S&D~~home and ~~Eden businesses.~~

~~Operating Income~~

~~Operating income increased to $27.2~~office water delivery operations of $22.1 million, partially offset by increases in production costs of $1.5 million, increases in freight costs of $2.1 million and ~~$48.9~~the unfavorable impact of foreign exchange rates of $0.8 million.

Coffee, Tea and Extract Solutions gross profit decreased to $35.4 million in the third quarter ~~and year to date, respectively,~~ from ~~$13.6 million and $18.8~~$36.8 million in the comparable prior year ~~periods~~period due primarily to ~~higher~~the reduction in coffee volume and a change in customer mix of $1.9 million combined with an increase in manufacturing expenses of $0.8 million, partially offset by growth in liquid coffee and extracts of $1.5 million.

All Other gross profit ~~as a result of the addition of our Eden business.~~

~~Other Expense (Income), Net~~

~~Other expense, net was $1.5~~increased to $7.7 million in the third quarter and other income, net was $1.1 million year to date compared to other expense, net of $0.2 million and nil in the comparable prior year periods. The increase in other expense, net in the third quarter comparable to the prior year period was due primarily to the reduction of net gains on foreign currency transactions. The increase in other income, net year to date comparable to the prior year period was due primarily to gains recognized on the partial redemption of our DSS Notes.

~~Interest Expense, Net~~

~~Interest expense, net was $23.2 million and $62.1 million for the third quarter and year to date, respectively, compared to $14.5 million and $29.2~~from $6.8 million in the comparable prior year ~~periods~~period due primarily to increased volumes.

Selling, General and Administrative Expenses

SG&A expenses increased to $279.9 million in the third quarter from $263.2 million in the comparable prior year period. SG&A expenses as a percentage of revenue was 45.9% in the third quarter compared to 45.3% in the comparable prior year period.

Route Based Services SG&A expenses increased to $224.8 million in the third quarter from $215.0 million in the comparable prior year period due primarily to the ~~interest~~addition of the Crystal Rock business, partially offset by the favorable impact of foreign exchange rates of $0.7 million.

Coffee, Tea and Extract Solutions SG&A expenses decreased to $30.1 million in the third quarter from $33.2 million in the comparable prior year period due primarily to reductions in share-based compensation costs ~~associated with~~of $2.9 million.

All Other SG&A expenses increased to $25.0 million in the third quarter from $15.0 million in the comparable prior year period due primarily to the increase in share-based compensation costs.

Operating Income

Operating income increased to $27.8 million in the third quarter from $22.3 million in the comparable prior year period.

Route Based Services operating income increased to $37.5 million in the third quarter from $29.6 million in the comparable prior year period due to the items discussed above.

Coffee, Tea and Extract Solutions operating income increased to $5.0 million in the third quarter from $3.5 million in the comparable prior year period due to the items discussed above.

All Other operating loss increased to $14.7 million in the third quarter from $10.8 million in the comparable prior year period due to the items discussed above.

Other Income, Net

Other income, net was $0.6 million for the third quarter compared to $3.4 million in the comparable prior year period due primarily to the increase of net losses on foreign currency transactions, partially offset by mark to market gains on warrant securities, as well as a pension curtailment gain recognized in the prior year period.

Interest Expense, Net

Interest expense, net was $18.9 million for the third quarter compared to $23.2 million in the comparable prior year period due primarily to the redemption of our ~~2024~~DSS Notes ~~and 2025 Notes.~~

in January 2018.

Income Taxes

Income tax expense was ~~$0.9 million and~~ $1.0 million in the third quarter ~~and year to date, respectively,~~ compared to ~~income tax expense of $2.9 million and income tax benefit of $4.8~~$0.9 million in the comparable prior year periods. The effective income tax rates for the three and nine months ended September 30, 2017 were 36.0% and (8.3%), respectively, compared to (263.6%) and 46.2% for the three and nine months ended October 1, 2016.

period. The effective tax ~~rates~~rate for the ~~three and nine months ended September 30, 2017~~third quarter was 10.5% compared to 36.0% in the comparable prior year period.

The effective tax rate for the third quarter varied from the effective tax ~~rates for~~rate from the ~~three and nine months ended October 1, 2016~~comparable prior year period due primarily ~~due~~ to losses incurred in the United States for which we have ~~not~~ recognized a tax benefit in 2018.

Nine Months Ended September 29, 2018 Compared to Nine Months Ended September 30, 2017

Revenue, Net

Net revenue increased $75.3 million, or 4.4%, for the year to date from the comparable prior year period.

Route Based Services net revenue increased $72.5 million, or 6.4%, for the year to date from the comparable prior year period due primarily to the addition of revenues from the Crystal Rock business of $30.5 million, pricing initiatives and growth within our home and office water delivery operations of $18.2 million, growth in retail of $10.1 million, and the favorable impact of foreign exchange rates of $14.0 million.

Coffee, Tea and Extract Solutions net revenue decreased $8.4 million, or 1.9%, for the year to date from the comparable prior year period due primarily to the reduction in volumes combined with lower green coffee commodity prices and a change in customer mix of $14.8 million, partially offset by growth in liquid coffee, extracts and tea of $11.6 million.

All Other net revenue increased $15.5 million, or 12.6%, for the year to date from the comparable prior year period due primarily to increased volumes and the favorable impact of foreign exchange rates.

Gross Profit

Gross profit increased to $885.4 million for the year to date from $848.7 million in the comparable prior year period. Gross profit as a percentage of revenue was 49.9% year to date compared to 50.0% in the comparable prior year period.

Route Based Services gross profit increased to $752.8 million for the year to date from $710.9 million in the comparable prior year period due primarily to the addition of the Crystal Rock business, pricing initiatives and growth within our home and office water delivery operations of $39.3 million, and the favorable impact of foreign exchange rates of $14.8 million, partially offset by increases in production costs of $4.3 million and increases in freight costs of $6.7 million.

Coffee, Tea and Extract Solutions gross profit decreased to $111.5 million for the year to date from $117.9 million in the comparable prior year period due primarily to the reduction in coffee volumes and a change in customer mix of $9.6 million, as well as an increase in manufacturing expenses of $3.1 million, partially offset by growth in liquid coffee, extracts and tea of $4.8 million.

All Other gross profit increased to $21.1 million for the year to date from $19.9 million in the comparable prior year period due primarily to increased volumes.

Selling, General and Administrative Expenses

SG&A expenses increased to $816.2 million for the year to date from $778.2 million in the comparable prior year period. SG&A expenses as a percentage of revenue was 46.0% year to date compared to 45.8% in the comparable prior year period.

Route Based Services SG&A expenses increased to $662.5 million for the year to date from $628.8 million in the comparable prior year period due primarily to the addition of the Crystal Rock business and the unfavorable impact of foreign exchange rates of $13.8 million.

Coffee, Tea and Extract Solutions SG&A expenses decreased to $98.3 million for the year to date from $104.5 million in the comparable prior year period due primarily to reductions in share-based compensation costs of $2.9 million and depreciation and amortization expense of $1.7 million.

All Other SG&A expenses increased to $55.4 million for the year to date from $44.9 million in the comparable prior year period due primarily to the increase in share-based compensation costs.

Operating Income

Operating income increased to $54.6 million for the year to date from $44.0 million in the comparable prior year period.

Route Based Services operating income increased to $77.6 million for the year to date from $61.9 million in the comparable prior year period due to the items discussed above.

Coffee, Tea and Extract Solutions operating income decreased to $12.3 million for the year to date from $13.1 million in the comparable prior year period due to the items discussed above.

All Other operating loss increased to $35.3 million for the year to date from $31.0 million in the comparable prior year period due to the items discussed above.

Other Income, Net

Other income, net was $33.0 million for the year to date compared to $6.0 million in the comparable prior year period due primarily to the increase of net gains on foreign currency transactions, gains recognized on the redemption of the DSS Notes and the sale of our PCS business, mark to market gains on warrant securities, and income recognized from favorable legal settlements.

Interest Expense, Net

Interest expense, net was $58.3 million for the year to date compared to $62.1 million in the comparable prior year period due primarily to the redemption of our DSS Notes in January 2018.

Income Taxes

Income tax expense ~~related~~was $4.0 million for the year to ~~the Canadian valuation allowance recorded~~date compared to $1.0 million in the ~~third quarter of 2016.~~

comparable prior year period. The effective tax rate ~~differs~~for the year to date was 13.7% compared to (8.3)% in the comparable prior year period.

The effective tax rate for the year to date varied from the ~~Canadian statutory~~effective tax rate ~~during~~from the ~~three and nine months ended September 30, 2017 and October 1, 2016~~comparable prior year period due primarily ~~due to: (a)~~to losses incurred in ~~tax jurisdictions~~the United States for which we have ~~not~~ recognized a tax ~~benefit; (b) permanent differences for which we recognized a tax benefit; (c) income~~benefit in ~~tax jurisdictions with lower statutory tax rates than Canada; and (d) the Canadian valuation allowance recorded in the third quarter of 2016.~~

2018.

Liquidity and Capital Resources

As of September ~~30, 2017,~~29, 2018, our continuing operations had total debt of ~~$1,536.6~~$1,275.0 million and ~~$82.0~~$175.7 million of cash &and cash equivalents compared to ~~$854.3~~$2,287.0 million of debt and ~~$78.1~~$91.9 million of cash &and cash equivalents as of December ~~31, 2016.~~

30, 2017. Our cash and cash equivalents balance as of September 29, 2018 includes $12.5 million of cash proceeds received from the sale of the Traditional Business that are being held in escrow by a third party escrow agent to secure potential indemnification claims. The escrow will be released, subject to any amounts for pending indemnification claims, on the eighteen month anniversary of the closing date of the Transaction. In addition, our cash and cash equivalents balances as of September 29, 2018 and December 30, 2017, include margin account balances related to our coffee futures of $15.4 million and $5.3 million, respectively. We are required to maintain margin account balances in accordance with futures market and broker regulations.

We believe that our level of resources, which includes cash on hand, available borrowings under our ~~asset-based lending~~ABL facility ~~(the “ABL facility”)~~ and funds provided by our operations, will be adequate to meet our expenses, capital expenditures, and debt service obligations for the next twelve months. Our ability to generate cash to meet our current expenses and debt service obligations will depend on our future performance. If we do not have enough cash to pay our debt service obligations, or if the ABL facility or our outstanding notes were to become currently due, either at maturity or as a result of a breach, we may be required to take actions such as amending our ABL facility or the indentures governing our outstanding notes, refinancing all or part of our existing debt, selling assets, incurring additional indebtedness or raising equity. The ABL facility ~~and the DSS Notes are~~is secured by substantially all of our assets and those of the respective guarantor subsidiaries. If the ABL facility ~~or the DSS Notes~~ were to become currently due, the lenders ~~or the trustee, as applicable,~~ may have the right to foreclose on such ~~assets subject to the terms of an intercreditor agreement that gives priority to the rights of the ABL lender.~~assets. If we need to seek additional financing, there is no assurance that this additional financing will be available on favorable terms or at all.

As of September ~~30, 2017,~~29, 2018, our total availability under the ABL facility was ~~$471.1~~$230.9 million, which was based on our borrowing base (accounts receivables, inventory, and fixed assets as of the September ~~month end~~2018 month-end under the terms of the credit agreement governing the ABL facility). We had ~~$248.0 million of~~no outstanding borrowings under the ABL facility and ~~$40.1~~$44.3 million in outstanding letters of credit. As a result, our excess availability under the ABL facility was ~~$183.0~~$186.6 million. Each month’s

borrowing base is not effective until submitted to the lenders, which ~~usually~~typically occurs on the ~~twentieth~~fifteenth day of the following month. ~~The ABL facility has been recorded in current liabilities of discontinued operations in the consolidated balance sheets for all periods presented.~~

We earn ~~most~~a portion of our consolidated operating income from continuing operations in subsidiaries located outside of Canada. We have not provided for federal, state orand foreign deferred income taxes on the undistributed earnings of ournon-Canadian subsidiaries. We expect that these earnings ~~as well as any future proceeds related to the Refresco transaction,~~ will be permanently reinvested by such subsidiaries except in certain instances where repatriation attributable to current earnings results in minimal or no tax consequences.

We expect existing cash &and cash equivalents, ~~from continuing operations,~~ cash flows from continuing operations and the issuance of debt to continue to be sufficient to fund our operating, investing and financing ~~activities related to continuing operations.~~activities. In addition, we expect existing cash &and cash equivalents and cash flows from continuing operations outside Canada to continue to be sufficient to fund our subsidiary ~~continuing operation~~operating activities.

A future change to our assertion that foreign earnings will be permanently reinvested could result in additional income taxes and/or withholding taxes payable, where applicable. Therefore, a higher effective tax rate could occur during the period of repatriation.

We may, from time to time, depending on market conditions, including without limitation whether our outstanding notes are then trading at a discount to their face amount, repurchase our outstanding notes for cash and/or in exchange for our common shares, warrants, preferred shares, debt or other consideration, in each case in open market purchases and/or privately negotiated transactions. The amounts involved in any such transactions, individually or in the aggregate, may be material.

~~We intend to use~~ However, the ~~proceeds of the Refresco transaction to repay~~covenants in our ~~outstanding~~ ABL facility ~~indebtedness~~subject such purchases to certain limitations and ~~to redeem the 5.375% senior notes due 2022 from our discontinued operations and the remaining DSS Notes from our continuing operations.~~

conditions.

A dividend of $0.06 per common share ~~was~~has been declared during each quarter of ~~2017~~2018 for aggregate dividend payments of approximately ~~$25.1~~$25.5 million.

The following table summarizes our cash flows for the three and nine months ended September 29, 2018 and September 30, 2017, ~~and October 1, 2016,~~ as reported in our ~~consolidated statements~~Consolidated Statements of ~~cash flows~~Cash Flows in the accompanying ~~consolidated financial statements:~~

   For the Three Months Ended For the Nine Months Ended
   September 30, October 1, September 30, October 1,
(in millions of U.S. dollars)
   2017 2016 2017 2016
Net cash provided by operating activities from continuing operations
   $ 46.2 $ 51.1 $ 138.7 $ 71.9
Net cash used in investing activities from continuing operations
   (41.4 ) (944.8 ) (129.6 ) (1,028.8 )
Net cash (used in) provided by financing activities from continuing operations
   (6.7 ) (30.6 ) 605.7 816.4
Cash flows from discontinued operations:

Net cash provided by operating activities from discontinued operations
   47.4 44.9 56.1 87.5
Net cash used in investing activities from discontinued operations
   (13.3 ) (8.2 ) (36.7 ) (29.3 )
Net cash (used in) provided by financing activities from discontinued operations
   (9.2 ) 257.9 (610.5 ) 128.3
Effect of exchange rate changes on cash
   2.0 (4.0 ) 6.4 (4.2 )


Net increase (decrease) in cash, cash equivalents and restricted cash
   25.0 (633.7 ) 30.1 41.8
Cash, cash equivalents and restricted cash, beginning of period
   123.2 752.6 118.1 77.1


Cash & cash equivalents, end of period
   148.2 118.9 148.2 118.9
Cash & cash equivalents from discontinued operations, end of period
   66.2 27.5 66.2 27.5


Cash & cash equivalents from continuing operations, end of period
   $ 82.0 $ 91.4 $ 82.0 $ 91.4

Consolidated Financial Statements:

For the Three Months Ended For the Nine Months Ended
September 29, September 30, September 29, September 30,
(in millions of U.S. dollars) 2018 2017 2018 2017
Net cash provided by operating activities from continuing operations $ 78.2
$ 46.2
$ 146.1
$ 138.7
Net cash used in investing activities from continuing operations (30.6 ) (41.4 ) (144.1 ) (129.6 )
Net cash (used in) provided by financing activities from continuing operations (29.2 ) (6.7 ) (341.5 ) 605.7
Cash flows from discontinued operations:

Net cash (used in) provided by operating activities from discontinued operations (5.6 ) 47.4
(93.6 ) 56.1
Net cash (used in) provided by investing activities from discontinued operations —
(13.3 ) 1,228.6
(36.7 )
Net cash (used in) financing activities from discontinued operations —
(9.2 ) (769.7 ) (610.5 )
Effect of exchange rate changes on cash 0.5
2.0
(8.0 ) 6.4
Net increase in cash, cash equivalents and restricted cash 13.3
25.0
17.8
30.1
Cash and cash equivalents and restricted cash, beginning of period 162.4
123.2
157.9
118.1
Cash and cash equivalents and restricted cash, end of period 175.7
148.2
175.7
148.2
Cash and cash equivalents and restricted cash of discontinued operations, end of period —
66.2
—
66.2
Cash and cash equivalents and restricted cash from continuing operations, end of period $ 175.7
$ 82.0
$ 175.7
$ 82.0

Operating Activities

Cash provided by operating activities from continuing operations was ~~$138.7~~$146.1 million year to date compared to ~~$71.9~~$138.7 million in the comparable prior year period. The ~~$66.8~~$7.4 million increase was due primarily to the increase in net income and the change in other non-cash operating activities, partially offset by the change in working capital account balances relative to the prior year ~~period resulting from the addition of our S&D and Eden businesses.~~

period.

Investing Activities

Cash used in investing activities from continuing operations was ~~$129.6~~$144.1 million year to date compared to ~~$1,028.8~~$129.6 million in the comparable prior year period. The ~~$899.2~~$14.5 million ~~decrease~~increase was due primarily to the cash used into finance the ~~acquisitions of our S&D, Eden and Aquaterra businesses in the prior year period,~~Crystal Rock Acquisition, partially offset by ~~an increase in additions to property, plant & equipment relative to~~ the ~~prior year period.~~

proceeds received from the sale of our PCS business and proceeds received from the sale of equity securities.

Financing Activities

Cash ~~provided by~~used in financing activities from continuing operations was ~~$605.7~~$341.5 million year to date compared to ~~$816.4~~cash provided by financing activities of $605.7 million in the comparable prior year period. The ~~$210.7~~$947.2 million decrease was due primarily to the ~~receipt~~redemption of ~~net proceeds from~~the DSS Notes in the current year period and the issuance of ~~common shares and~~ the ~~2024~~2025 Notes in the prior year period, partially offset by the ~~issuance of our 2025 Notes and the~~ partial redemption of our ~~DSS Notes.~~

6.75% senior notes due 2020 in the prior year period.

Off-Balance Sheet Arrangements

We have nooff-balance sheet arrangements as defined under Item 303(a)(4) of RegulationS-K as of September ~~30, 2017.~~

29, 2018.

Contractual Obligations

~~Except as described below, there were~~

We have no ~~other significant~~material changes to ~~our outstanding contractual obligations, as of September 30, 2017, from amounts previously disclosed~~the disclosure on this matter made in our ~~2016~~2017 Annual Report.

In March 2017, we issued $750.0 million of 5.500% senior notes due April 1, 2025. The interest on the notes is payable semi-annually on April 1st and October 1st of each year commencing October 1, 2017. We used a portion of these proceeds to redeem $202.3 million aggregate principal amount of our 2020 Notes in a cash tender offer in March 2017, $422.7 million to redeem the remaining aggregate principal amount of our 2020 Notes in April 2017 and $100.0 million to redeem a portion of the aggregate principal amount of our DSS Notes in May 2017.

Credit Ratings and Covenant Compliance

Credit Ratings

~~In connection with~~

We have no material changes to the ~~announcement of the sale of~~disclosure on this matter made in our Traditional Business to Refresco, Standard and Poor’s revised their outlook to positive from stable and affirmed their ‘B’ long-term corporate credit rating. They also raised their issue-level on the senior unsecured notes to ‘B’ from~~‘B-’~~2017 ~~and affirmed the‘BB-’~~ Annual Report. issue-level rating on our DSS Notes. In addition, Moody’s confirmed their outlook of stable and upgraded their long-term corporate credit rating to ‘B1’ from ‘B2’. They also confirmed their ‘Ba2’ rating on our DSS Notes and upgraded their rating on our senior unsecured notes to ‘B2’ from ‘B3’.

Covenant Compliance

Indentures governing our outstanding notes

Under the indentures governing our outstanding notes, we are subject to a number of covenants, including covenants that limit our and certain of our subsidiaries’ ability, subject to certain exceptions and qualifications, to (i) pay dividends or make distributions, repurchase equity securities, prepay subordinated debt or make certain investments, (ii) incur additional debt or issue certain disqualified stock or preferred stock, (iii) create or incur liens on assets securing indebtedness, (iv) merge or consolidate with another company or sell all or substantially all of our assets taken as a whole, (v) enter into transactions with affiliates and (vi) sell assets. The covenants are substantially similar across the series of notes. As of September ~~30, 2017,~~29, 2018, we were in compliance with all of the covenants under each series of notes. There have been no amendments to any such covenants of our outstanding notes since the date of their issuance or assumption, as applicable.

ABL Facility

On January 30, 2018, in connection with the closing of the Transaction, we amended and restated the Amended and Restated Credit Agreement that governed our prior ABL facility. Under the credit agreement, ~~governing the ABL facility,~~as amended and restated, Cott and its restricted subsidiaries are subject to a number of business and financial covenants, including a minimum fixed charge coverage ratio, which measures our ability to cover financing expenses. The minimum fixed charge coverage ratio of 1.0 to 1.0 is effective if and when there exists an event of default or our aggregate availability is less than the greater of 10% of the ~~lenders’ commitments~~Line Cap under the ABL facility or ~~$37.5~~$22.5 million. Line Cap is defined as an amount equal to the lesser of the lenders’ commitments or the borrowing base at such time. If an event of default exists or the excess availability is less than the greater of 10% of the aggregate availability under the ABL facility or ~~$37.5~~$22.5 million, the lenders will take dominion over the cash and will apply the excess cash to reduce amounts owing under the facility. We were in compliance with all of the applicable covenants under the ABL facility as of September ~~30, 2017.~~

29, 2018.

Issuer Purchases of Equity Securities

Common Share Repurchase Program

On May 1, 2018, our Board of Directors approved a share repurchase program for up to $50 million of Cott's outstanding common shares over a 12-month period commencing on May 7, 2018. During the third quarter ended September 29, 2018, we repurchased 1,560,736 common shares for approximately $24.0 million through open market transactions. Please refer to the table in Part II, Item 2 of this Quarterly Report on Form 10-Q.

We are unable to predict the number of shares that ultimately will be repurchased under the share repurchase program, or the aggregate dollar amount of the shares to be purchased in future periods. We may discontinue purchases at any time, subject to compliance with applicable regulatory requirements.

Tax Withholding

In the third quarter of ~~2017, 13,770 previously-issued~~2018, an aggregate of 13,688 common shares were withheld from delivery to our employees to satisfy their respective tax obligations related to share-based awards. In the third quarter of ~~2016, 200,405 previously-issued~~2017, an aggregate of 13,770 common shares were withheld from delivery to our employees to satisfy their respective tax obligations related to share-based awards. Please refer to the table in Part II, Item 2 of this Quarterly Report on Form10-Q.

Capital Structure

Since December ~~31, 2016,~~30, 2017, equity has ~~remained unchanged.~~increased by $328.4 million. The ~~net zero change~~increase was due primarily to net income of $382.8 million and share-based compensation costs of ~~$14.3 million and currency translation adjustments of $26.1~~$14.6 million, partially offset by ~~the net loss of $12.1 million, distributions tonon-controlling~~ ~~interests of $3.3 million and~~ the common share dividend payments of ~~$25.1~~$25.5 million and common shares repurchased and cancelled of $46.1 million.

Dividend Payments

Common Share Dividend

On August ~~2, 2017,~~1, 2018, the ~~board~~Board of ~~directors~~Directors declared a dividend of $0.06 per share on common shares, payable in cash on September ~~6, 2017~~5, 2018 to shareowners of record at the close of business on August ~~23, 2017.~~22, 2018. On November ~~7, 2017,~~6, 2018, the ~~board~~Board of ~~directors~~Directors declared a dividend of $0.06 per share on common shares, payable in cash on December ~~8, 2017~~7, 2018 to shareowners of

record at the close of business on November ~~28, 2017.~~27, 2018. Cott intends to pay a regular quarterly dividend on its common shares subject to, among other things, the best interests of its shareowners, Cott’s results of continuing operations, cash balances and future cash requirements, financial condition, statutory regulations and covenants set forth in the ABL facility and indentures governing our outstanding notes as well as other factors that the ~~board~~Board of ~~directors~~Directors may deem relevant from time to time.

Critical Accounting Policies

Our critical accounting policies require management to make estimates and assumptions that affect the reported amounts in the ~~consolidated financial statements~~Consolidated Financial Statements and the accompanying notes. These estimates are based on historical experience, the advice of external experts or on other assumptions management believes to be reasonable. Where actual amounts differ from estimates, revisions are included in the results for the period in which actual amounts become known. Historically, differences between estimates and actual amounts have not had a significant impact on our ~~consolidated financial statements.~~

Consolidated Financial Statements.

Critical accounting policies and estimates used to prepare the ~~financial statements~~Consolidated Financial Statements are discussed with ~~our~~the Audit Committee of our Board of Directors as they are implemented and on an annual basis.

We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our ~~2016~~2017 Annual Report.

Recent Accounting Pronouncements

See Note 1 to the ~~consolidated financial statements~~Consolidated Financial Statements for a discussion of recent accounting guidance.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of business, we are exposed to foreign currency, interest rate and commodity price risks. We hedge firm commitments or anticipated transactions and do not enter into derivatives for speculative purposes. We do not hold financial instruments for trading purposes. We have no material changes to our Quantitative and Qualitative Disclosures about Market Risk as filed in our ~~2016~~2017 Annual Report.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures as defined in Rules13a-15(e) and15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September ~~30, 2017.~~29, 2018. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September ~~30, 2017,~~29, 2018, the Company’s disclosure controls and procedures are functioning effectively to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In addition, our management carried out an evaluation, as required by Rule13a-15(d) of the Exchange Act, with the participation of our Chief Executive Officer and our Chief Financial Officer, of changes in our internal control over financial reporting. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that there have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to the legal proceedings described in our ~~2016 Annual Report.~~

~~Item 1A. Risk Factors~~

~~Reference is made to the risk factors described in our 2016~~2017 Annual Report ~~as updated by~~and our Quarterly Report on Form10-Q for the quarter ended ~~July 1, 2017. At the time of this filing, there have~~June 30, 2018.

Item 1A. Risk Factors

There has been no material ~~changes to~~change in our risk factors ~~that were included in~~since December 30, 2017. Please refer to our ~~2016~~2017 Annual ~~Report, as updated by our Form10-Q~~Report. ~~for the quarter ended July 1, 2017, other than as described below.~~

On July 24, 2017, we entered into a Share Purchase Agreement with Refresco Group N.V., a Netherlands limited liability company (“Refresco”), to sell our Traditional Business in the United States, Canada, Mexico and United Kingdom for $1.25 billion in cash. The transaction, which is expected to close near the end of 2017, is subject to certain customary closing conditions, including regulatory approval from the United Kingdom. If any closing conditions are not met, the closing of the transaction may be delayed or fail to occur, and we may not achieve the intended benefits we anticipate. Other risks and uncertainties related to the pending transaction include, among others: the difficulties in the separation of operations, services, products and personnel; the need to provide significant ongoing post-closing transition support to Refresco; and the obligation to indemnify or reimburse Refresco for certain past liabilities of the divested business. In addition, we have incurred and will continue to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the transaction, as well as the diversion of management resources, for which we will receive little or no benefit if the closing of the transaction does not occur. We may not be successful in managing these or any other significant risks that we may encounter arising from the transaction, which could have a material adverse effect on our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Share Repurchase Program



	Total Number of Common Shares Purchased	Average Price Paid per Common Share		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2018	—	$	—	—	$	34,037,418
August 1 - August 31, 2018	1,202,704	$	15.49	1,202,704	$	15,454,541
September 1 - September 30, 2018	358,032	$	15.30	358,032	$	10,000,143
Total	1,560,736			1,560,736

Tax Withholdings

The following table contains information about common shares that we withheld from delivering to employees during the third quarter of ~~2017~~2018 to satisfy their respective tax obligations related to share-based awards.

         Total Number of    Maximum Number
         Common Shares    (or Dollar Value) of
   Total       Purchased as    Common Shares
   Number of    Average Price    Part of Publicly    that May Yet Be
   Common Shares    Paid per    Announced Plans    Purchased Under the
   Purchased    Common Share    or Programs    Plans or Programs
July 2017
   —      $ —      N/A    N/A
August 2017
   13,770    $ 15.33    N/A    N/A
September 2017
   —      $ —      N/A    N/A



Total
   13,770

Total
Number of
Common Shares
Purchased

Average Price
Paid per
Common Share

Total Number of
Common Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

Maximum Number
(or Approximate Dollar Value) of
Common Shares
that May Yet Be
Purchased Under the
Plans or Programs
July 1 - July 31, 2018 —
$ —
N/A N/A
August 1 - August 31, 2018 13,688
$ 15.49
N/A N/A
September 1 - September 29, 2018 —
$ —
N/A N/A
Total 13,688

Item 6. Exhibits


~~Number~~		~~Description~~

~~2.1~~		Share Purchase Agreement, dated as of July 24, 2017, by and among Cott Corporation, Refresco Group N.V., Refresco US Holdings Inc. and certain other parties thereto (incorporated by reference to Exhibit 2.1 to our Form~~8-K~~ ~~filed July 26, 2017).~~

~~3.1~~		~~Articles of Amalgamation of Cott Corporation (incorporated by reference to Exhibit 3.1 to ourForm 10-K~~ ~~filed February 28, 2007)(file no.001-31410).~~

~~3.2~~		~~Articles of Amendment to Articles of Amalgamation of Cott Corporation (incorporated by reference to Exhibit 3.1 to our Form8-K~~ ~~filed December 15, 2014).~~

~~3.3~~		~~Second Amended and RestatedBy-lawNo. 2002-1~~ ~~of Cott Corporation, as amended (incorporated by reference to Exhibit 3.2 to our Form10-Q~~ ~~filed May 8, 2014).~~

~~10.1~~		~~Employment Offer Letter to Ron Hinson dated November 6, 2017 (filed herewith).~~

~~31.1~~		~~Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 30, 2017 (filed herewith).~~

~~31.2~~		~~Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 30, 2017 (filed herewith).~~

~~32.1~~		~~Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 30, 2017 (furnished herewith).~~

~~32.2~~		~~Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 30, 2017 (furnished herewith).~~

~~101~~		~~The following financial statements from Cott Corporation’s Quarterly Report on Form10-Q~~ for the quarter ended September 30, 2017, filed November 9, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, (vi) Notes to the Consolidated Financial Statements (filed herewith).

Incorporated by Reference Filed Herewith
Exhibit No. Description of Exhibit Form Exhibit Filing Date File No.
3.1
Articles of Amalgamation of Cott Corporation, as amended.
8-A 3.1 5/4/2018 001-31410
3.2
By-laws of Cott Corporation, as amended.
8-A 3.2 5/4/2018 001-31410
10.1
Offer Letter Agreement with Jerry Fowden, dated August 1, 2018.
8-K 10.1 8/3/2018 001-31410
10.2
Offer Letter Agreement with Thomas Harrington, dated August 1, 2018.
8-K 10.2 8/3/2018 001-31410
10.3
First Amendment to the Cott Corporation Severance and Non-Competition Plan, dated August 1, 2018.
8-K 10.3 8/3/2018 001-31410
31.1
Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018.
*
31.2
Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018.
*
32.1
Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018 (furnished herewith).

32.2
Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018 (furnished herewith).

101 The following financial statements from Cott Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018, filed November 8, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, (vi) Notes to the Consolidated Financial Statements. *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	COTT CORPORATION
		(Registrant)

Date: November ~~9, 2017~~8, 2018		/s/ Jay Wells
		Jay Wells
		Chief Financial Officer
		(On behalf of the Company)

Date: November ~~9, 2017~~8, 2018		/s/ Jason Ausher
		Jason Ausher
		Chief Accounting Officer
		(Principal Accounting Officer)



PART I – FINANCIAL INFORMATION		3

Item 1. Financial Statements (unaudited)		3

Consolidated Statements of Operations		3

Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~		4

Consolidated Balance Sheets		5

Consolidated Statements of Cash Flows		6

Consolidated Statements of Equity		8

Notes to the Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		51	33

Item 3. Quantitative and Qualitative Disclosures about Market Risk		65	48

Item 4. Controls and Procedures		65	48

PART II. OTHER INFORMATION		65	49

Item 1. Legal Proceedings		65	49

Item 1A. Risk Factors		66	49

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 6. Exhibits	50
SIGNATURES	66 51


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016
Revenue, net	$	580.9		$	476.7		$	1,698.4			1,102.0
Cost of sales		288.1			229.0			849.7			510.4

Gross profit		292.8			247.7			848.7			591.6
Selling, general and administrative expenses		262.8			225.3			777.8			547.7
(Gain) loss on disposal of property, plant & equipment, net		(0.4	)		1.4			4.8			4.6
Acquisition and integration expenses		3.2			7.4			17.2			20.5

Operating income		27.2			13.6			48.9			18.8
Other expense (income), net		1.5			0.2			(1.1	)		—
Interest expense, net		23.2			14.5			62.1			29.2

Income (loss) from continuing operations before income taxes		2.5			(1.1	)		(12.1	)		(10.4	)
Income tax expense (benefit)		0.9			2.9			1.0			(4.8	)

Net income (loss) from continuing operations	$	1.6		$	(4.0	)	$	(13.1	)	$	(5.6	)
Net income from discontinued operations, net of income taxes (Note 3)		43.0			2.9			1.0			12.0

Net income (loss)	$	44.6		$	(1.1	)	$	(12.1	)	$	6.4
Less: Net income attributable tonon-controlling interests - discontinued operations		2.1			1.5			6.4			4.4

Net income (loss) attributable to Cott Corporation	$	42.5		$	(2.6	)	$	(18.5	)	$	2.0

Net income (loss) per common share attributable to Cott Corporation
Basic:
Continuing operations	$	0.01		$	(0.03	)	$	(0.09	)	$	(0.04	)
Discontinued operations	$	0.29		$	0.01		$	(0.04	)	$	0.06
Net income (loss)	$	0.30		$	(0.02	)	$	(0.13	)	$	0.02
Diluted:
Continuing operations	$	0.01		$	(0.03	)	$	(0.09	)	$	(0.04	)
Discontinued operations	$	0.29		$	0.01		$	(0.04	)	$	0.06
Net income (loss)	$	0.30		$	(0.02	)	$	(0.13	)	$	0.02
Weighted average common shares outstanding (in thousands)
Basic		139,205			138,195			138,980			124,900
Diluted		141,003			138,195			138,980			124,900
Dividends declared per common share	$	0.06		$	0.06		$	0.18		$	0.18


	September 30, 2017			December 31, 2016
ASSETS
*Current assets*
Cash & cash equivalents	$	82.0		$	78.1
Accounts receivable, net of allowance of $8.1
($6.3 as of December 31, 2016)		311.6			276.7
Inventories		142.3			124.6
Prepaid expenses and other current assets		22.2			22.1
Current assets of discontinued operations		426.5			351.7

Total current assets		984.6			853.2
Property, plant & equipment, net		590.4			581.8
Goodwill		1,097.0			1,048.3
Intangible assets, net		763.9			759.0
Deferred tax assets		2.2			—
Other long-term assets, net		36.8			24.0
Long-term assets of discontinued operations		673.6			673.4

Total assets	$	4,148.5		$	3,939.7

LIABILITIES AND EQUITY
*Current liabilities*
Current maturities of long-term debt	$	2.6		$	2.9
Accounts payable and accrued liabilities		453.1			368.0
Current liabilities of discontinued operations		519.1			439.2

Total current liabilities		974.8			810.1
Long-term debt		1,534.0			851.4
Deferred tax liabilities		131.9			155.0
Other long-term liabilities		67.5			75.4
Long-term liabilities of discontinued operations		566.5			1,174.0

Total liabilities		3,274.7			3,065.9
*Equity*
Common shares, no par - 139,268,878
(December 31, 2016 -138,591,100) shares issued		915.5			909.3
Additionalpaid-in-capital		63.3			54.2
(Accumulated deficit) retained earnings		(20.7	)		22.9
Accumulated other comprehensive loss		(92.7	)		(117.9	)

Total Cott Corporation equity		865.4			868.5
Non-controlling interests		8.4			5.3

Total equity		873.8			873.8

Total liabilities and equity	$	4,148.5		$	3,939.7


	Cott Corporation Equity
	Number of Common Shares *(In thousands)*			Common Shares			Additional Paid-in- Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive (Loss) Income			Non- Controlling Interests			Total Equity
Balance at January 2, 2016		109,695		$	534.7		$	51.2		$	129.6		$	(76.2	)	$	6.6		$	645.9
Cumulative effect adjustment		—			—			—			2.8			—			—			2.8
Common shares repurchased and cancelled		(302	)		(4.5	)		—			—			—			—			(4.5	)
Common shares issued - Equity Incentive Plan		1,012			12.5			(3.7	)		—			—			—			8.8
Common shares issued - Equity issuance		27,853			363.6			—			—			—			—			363.6
Common shares issued - Dividend Reinvestment Plan		14			0.2			—			—			—			—			0.2
Common shares issued - Employee Stock Purchase Plan		74			0.9			(0.1	)		—			—			—			0.8
Share-based compensation		—			—			5.7			—			—			—			5.7
Common shares dividends		—			—			—			(23.1	)		—			—			(23.1	)
Distributions tonon-controlling interests		—			—			—			—			—			(5.9	)		(5.9	)
Comprehensive (loss) income
Currency translation adjustment		—			—			—			—			(23.8	)		—			(23.8	)
Pension benefit plan, net of tax		—			—			—			—			0.2			—			0.2
Unrealized gain on derivative instruments, net of tax		—			—			—			—			3.8			—			3.8
Net income		—			—			—			2.0			—			4.4			6.4

Balance at October 1, 2016		138,346		$	907.4		$	53.1		$	111.3		$	(96.0	)	$	5.1		$	980.9

Balance at December 31, 2016		138,591		$	909.3		$	54.2		$	22.9		$	(117.9	)	$	5.3		$	873.8
Common shares repurchased and cancelled		(165	)		(1.9	)		—			—			—			—			(1.9	)
Common shares issued - Equity Incentive Plan		708			6.4			(5.0	)		—			—			—			1.4
Common shares issued - Dividend Reinvestment Plan		27			0.3			—			—			—			—			0.3
Common shares issued - Employee Stock Purchase Plan		108			1.4			(0.2	)		—			—			—			1.2
Share-based compensation		—			—			14.3			—			—			—			14.3
Common shares dividends		—			—			—			(25.1	)		—			—			(25.1	)
Distributions tonon-controlling interests		—			—			—			—			—			(3.3	)		(3.3	)
Comprehensive income (loss)
Currency translation adjustment		—			—			—			—			26.1			—			26.1
Pension benefit plan, net of tax		—			—			—			—			(0.4	)		—			(0.4	)
Loss on derivative instruments, net of tax		—			—			—			—			(0.5	)		—			(0.5	)
Net (loss) income		—			—			—			(18.5	)		—			6.4			(12.1	)

Balance at September 30, 2017		139,269		$	915.5		$	63.3		$	(20.7	)	$	(92.7	)	$	8.4		$	873.8


	For the Three Months Ended July 2, 2016
(in millions of U.S. dollars)	As Previously Reported			Adjustments			As Revised
Othernon-cash items	$	2.6		$	(1.3	)	$	1.3
Accounts payable and accrued liabilities and other liabilities		44.6			(1.3	)		43.3
Net cash provided by operating activities		87.6			(2.6	)		85.0
Additions to property, plant & equipment		(33.2	)		1.3			(31.9	)
Other investing activities		(2.8	)		2.8			—
Net cash used in investing activities		(38.6	)		4.1			(34.5	)
Issuance of long-term debt		—			498.7			498.7
Net cash provided by financing activities		147.5			498.7			646.2
Effect of exchange rate changes on cash		(2.1	)		2.9			0.8
Net (decrease) increase in cash, cash equivalents, and restricted cash		194.4			503.1			697.5
Cash & cash equivalents, beginning of period		55.1			—			55.1
Cash, cash equivalents and restricted cash, end of period		249.5			503.1			752.6
SupplementalNon-cash Investing and Financing Activities:
Long-term debt funded to escrow		498.7			(498.7	)		—
Additions to property, plant & equipment through accounts payable and accrued liabilities		10.2			1.3			11.5


	For the Six Months Ended July 2, 2016
(in millions of U.S. dollars)	As Previously Reported			Adjustments			As Revised
Othernon-cash items	$	0.9		$	(1.3	)	$	(0.4	)
Accounts payable and accrued liabilities and other liabilities		11.1			(4.2	)		6.9
Net cash provided by operating activities		68.9			(5.5	)		63.4
Additions to property, plant & equipment		(62.7	)		4.2			(58.5	)
Other investing activities		(2.8	)		2.8			—
Net cash used in investing activities		(112.1	)		7.0			(105.1	)
Issuance of long-term debt		—			498.7			498.7
Net cash provided by financing activities		218.7			498.7			717.4
Effect of exchange rate changes on cash		(3.1	)		2.9			(0.2	)
Net (decrease) increase in cash, cash equivalents, and restricted cash		172.4			503.1			675.5
Cash & cash equivalents, beginning of period		77.1			—			77.1
Cash, cash equivalents and restricted cash, end of period		249.5			503.1			752.6
SupplementalNon-cash Investing and Financing Activities:
Long-term debt funded to escrow		498.7			(498.7	)		—
Additions to property, plant & equipment through accounts payable and accrued liabilities		11.4			4.2			15.6


(in millions of U.S. dollars)	Originally Reported			Measurement Period Adjustments			Acquired Value
Cash	$	1.7		$	—		$	1.7
Accounts receivable		51.4			—			51.4
Inventory		62.5			—			62.5
Prepaid expenses and other assets		2.3			—			2.3
Property, plant & equipment		92.9			(0.7	)		92.2
Goodwill		117.1			0.7			117.8
Intangible assets		119.0			—			119.0
Other assets		2.2			—			2.2
Accounts payable and accrued liabilities		(46.7	)		(0.2	)		(46.9	)
Deferred tax liabilities		(43.3	)		0.2			(43.1	)
Other long-term liabilities		(5.5	)		—			(5.5	)

Total	$	353.6		$	—		$	353.6


(in millions of U.S. dollars, except per share amounts)	For the Three Months Ended October 1, 2016		For the Nine Months Ended October 1, 2016
Revenue	$	588.6	$	1,664.3
Net income from continuing operations		12.8		18.0
Net income attributable to Cott Corporation		13.9		23.4
Net income per common share from continuing operations	$	0.08	$	0.13
Net income per common share attributable to Cott Corporation, diluted	$	0.09	$	0.17


(in millions of U.S. dollars)	September 30, 2017		December 31, 2016
Raw materials	$	80.5	$	56.5
Finished goods		37.5		42.7
Resale items		21.1		22.0
Other		3.2		3.4

Total	$	142.3	$	124.6


(in millions of U.S. dollars)
Remainder of 2017	$	18.1
2018		66.7
2019		59.2
2020		50.2
2021		44.0
Thereafter		238.1

Total	$	476.3


(in millions of U.S. dollars)¹	Gains and Losses on Derivative Instruments			Pension Benefit Plan Items			Currency Translation Adjustment Items			Total
Beginning balance January 2, 2016	$	(4.7	)	$	(10.1	)	$	(61.4	)	$	(76.2	)

OCI before reclassifications		7.4			—			(23.8	)		(16.4	)
Amounts reclassified from AOCI		(3.6	)		0.2			—			(3.4	)

Net current-period OCI		3.8			0.2			(23.8	)		(19.8	)

Ending balance October 1, 2016	$	(0.9	)	$	(9.9	)	$	(85.2	)	$	(96.0	)

Beginning balance December 31, 2016	$	(0.1	)	$	(14.4	)	$	(103.4	)	$	(117.9	)

OCI before reclassifications		1.2			(0.5	)		26.1			26.8
Amounts reclassified from AOCI		(1.7	)		0.1			—			(1.6	)

Net current-period OCI		(0.5	)		(0.4	)		26.1			25.2

Ending balance September 30, 2017	$	(0.6	)	$	(14.8	)	$	(77.3	)	$	(92.7	)


	For the Three Months Ended September 30, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	271.9		$	198.7		$	110.3		$	—		$	580.9
Cost of sales		—			105.4			145.9			36.8			—			288.1

Gross profit		—			166.5			52.8			73.5			—			292.8
Selling, general and administrative expenses		1.2			143.7			57.0			60.9			—			262.8
Loss (gain) on disposal of property, plant & equipment, net		—			0.3			(0.6	)		(0.1	)		—			(0.4	)
Acquisition and integration expenses		—			2.5			2.2			(1.5	)		—			3.2

Operating (loss) income		(1.2	)		20.0			(5.8	)		14.2			—			27.2
Other expense (income), net		—			0.3			1.3			(0.1	)		—			1.5
Intercompany interest expense (income), net		—			54.2			(33.4	)		(12.8	)		(8.0	)		—
Interest expense, net		7.5			5.2			10.5			—			—			23.2

(Loss) income before income tax expense, equity income and discontinued operations		(8.7	)		(39.7	)		15.8			27.1			8.0			2.5
Income tax expense		—			0.4			0.5			—			—			0.9
Equity income		43.4			—			0.1			—			(43.5	)		—

Net income (loss) from continuing operations	$	34.7		$	(40.1	)	$	15.4		$	27.1		$	(35.5	)	$	1.6
Net income from discontinued operations, net of income taxes		7.8			—			32.8			3.3			(0.9	)		43.0

Net income (loss)		42.5			(40.1	)		48.2			30.4			(36.4	)		44.6
Less: Net income attributable tonon-controlling interests		—			—			—			2.1			—			2.1

Net income (loss) attributable to Cott Corporation	$	42.5		$	(40.1	)	$	48.2		$	28.3		$	(36.4	)	$	42.5

Comprehensive income (loss) attributable to Cott Corporation	$	46.7		$	(40.1	)	$	27.4		$	23.0		$	(10.3	)	$	46.7


	As of September 30, 2017
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	—		$	20.8		$	34.4		$	26.8		$	—		$	82.0
Accounts receivable, net of allowance		—			137.4			89.0			93.9			(8.7	)		311.6
Inventories		—			30.2			96.5			15.6			—			142.3
Prepaid expenses and other current assets		0.1			8.5			7.1			6.5			—			22.2
Current assets of discontinued operations		63.2			—			563.4			28.9			(229.0	)		426.5

Total current assets		63.3			196.9			790.4			171.7			(237.7	)		984.6
Property, plant & equipment, net		—			371.2			112.2			107.0			—			590.4
Goodwill		—			587.2			189.6			320.2			—			1,097.0
Intangible assets, net		—			353.1			203.6			207.2			—			763.9
Deferred tax assets		—			—			—			2.2			—			2.2
Other long-term assets, net		0.4			14.6			5.6			16.2			—			36.8
Due from affiliates		—			—			1.1			371.8			(372.9	)		—
Investments in subsidiaries		—			—			3.9			—			(3.9	)		—
Long-term assets of discontinued operations		1,425.1			—			1,546.1			6.9			(2,304.5	)		673.6

Total assets	$	1,488.8		$	1,523.0		$	2,852.5		$	1,203.2		$	(2,919.0	)	$	4,148.5

LIABILITIES AND EQUITY
*Current liabilities*
Current maturities of long-term debt	$	—		$	0.1		$	—		$	2.5		$	—		$	2.6
Accounts payable and accrued liabilities		8.6			275.6			187.1			136.8			(155.0	)		453.1
Current liabilities of discontinued operations		91.6			—			500.2			10.0			(82.7	)		519.1

Total current liabilities		100.2			275.7			687.3			149.3			(237.7	)		974.8
Long-term debt		521.3			271.2			738.8			2.7			—			1,534.0
Deferred tax liabilities		—			82.6			18.6			30.7			—			131.9
Other long-term liabilities		—			39.5			17.2			10.8			—			67.5
Due to affiliates		—			543.3			424.8			858.6			(1,826.7	)		—
Long-term liabilities of discontinued operations		1.9			—			655.4			28.1			(118.9	)		566.5

Total liabilities		623.4			1,212.3			2,542.1			1,080.2			(2,183.3	)		3,274.7
*Equity*
Common shares, no par		915.5			355.5			752.1			144.5			(1,252.1	)		915.5
Additionalpaid-in-capital		63.3			—			—			—						63.3
(Accumulated deficit) retained earnings		(20.7	)		(44.6	)		(534.8	)		(38.6	)		618.0			(20.7	)
Accumulated other comprehensive (loss) income		(92.7	)		(0.2	)		93.1			8.7			(101.6	)		(92.7	)

Total Cott Corporation equity		865.4			310.7			310.4			114.6			(735.7	)		865.4
Non-controlling interests		—			—			—			8.4			—			8.4

Total equity		865.4			310.7			310.4			123.0			(735.7	)		873.8

Total liabilities and equity	$	1,488.8		$	1,523.0		$	2,852.5		$	1,203.2		$	(2,919.0	)	$	4,148.5


	As of December 31, 2016
	Cott Corporation			DS Services of America, Inc.			DSS Guarantor Subsidiaries			DSS Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
ASSETS
*Current assets*
Cash & cash equivalents	$	—		$	22.7		$	23.6		$	31.8		$	—		$	78.1
Accounts receivable, net of allowance		—			121.7			82.6			84.0			(11.6	)		276.7
Inventories		—			29.2			79.9			15.5			—			124.6
Prepaid expenses and other current assets		1.7			7.1			10.0			4.2			(0.9	)		22.1
Current assets of discontinued operations		47.2			—			346.6			23.2			(65.3	)		351.7

Total current assets		48.9			180.7			542.7			158.7			(77.8	)		853.2
Property, plant & equipment, net		—			364.5			115.8			101.5			—			581.8
Goodwill		—			582.0			183.6			282.7			—			1,048.3
Intangible assets, net		—			356.8			204.4			197.8			—			759.0
Other long-term assets, net		0.5			14.6			6.6			2.3			—			24.0
Due from affiliates		—			—			—			329.6			(329.6	)		—
Investments in subsidiaries		—			—			—			—			—			—
Long-term assets of discontinued operations		1,353.7			—			1,548.9			4.2			(2,233.4	)		673.4

Total assets	$	1,403.1		$	1,498.6		$	2,602.0		$	1,076.8		$	(2,640.8	)	$	3,939.7

LIABILITIES AND EQUITY
*Current liabilities*
Current maturities of long-term debt	$	—		$	—		$	0.1		$	2.8		$	—		$	2.9
Accounts payable and accrued liabilities		4.2			135.1			124.9			124.8			(21.0	)		368.0
Current liabilities of discontinued operations		63.6			—			423.8			8.5			(56.7	)		439.2

Total current liabilities		67.8			135.1			548.8			136.1			(77.7	)		810.1
Long-term debt		464.4			384.2			—			2.8			—			851.4
Deferred tax liabilities		0.9			81.2			46.5			26.4			—			155.0
Other long-term liabilities		—			38.0			16.9			20.5			—			75.4
Due to affiliates		—			543.3			390.6			775.1			(1,709.0	)		—
Long-term liabilities of discontinued operations		1.5			—			1,255.8			24.6			(107.9	)		1,174.0

Total liabilities		534.6			1,181.8			2,258.6			985.5			(1,894.6	)		3,065.9
*Equity*
Common shares, no par		909.3			355.4			691.5			149.7			(1,196.6	)		909.3
Additionalpaid-in-capital		54.2			—			—			—			—			54.2
Retained earnings (accumulated deficit)		22.9			(38.4	)		(505.9	)		(72.8	)		617.1			22.9
Accumulated other comprehensive (loss) income		(117.9	)		(0.2	)		157.8			9.1			(166.7	)		(117.9	)

Total Cott Corporation equity		868.5			316.8			343.4			86.0			(746.2	)		868.5
Non-controlling interests		—			—			—			5.3			—			5.3

Total equity		868.5			316.8			343.4			91.3			(746.2	)		873.8

Total liabilities and equity	$	1,403.1		$	1,498.6		$	2,602.0		$	1,076.8		$	(2,640.8	)	$	3,939.7
																��


	For the Three Months Ended September 30, 2017
	Cott Corporation			Cott Beverages Inc.			Cott Guarantor Subsidiaries			Cott Non-Guarantor Subsidiaries			Elimination Entries			Consolidated
Revenue, net	$	—		$	15.8		$	454.8		$	110.3		$	—		$	580.9
Cost of sales		—			13.2			238.1			36.8			—			288.1

Gross profit		—			2.6			216.7			73.5			—			292.8
Selling, general and administrative expenses		1.2			10.4			190.3			60.9			—			262.8
Gain on disposal of property, plant & equipment, net		—			—			(0.3	)		(0.1	)		—			(0.4	)
Acquisition and integration expenses		—			2.5			2.2			(1.5	)		—			3.2

Operating (loss) income		(1.2	)		(10.3	)		24.5			14.2			—			27.2
Other expense (income), net		—			0.1			1.5			(0.1	)		—			1.5
Intercompany interest expense (income), net		—			—			20.8			(12.8	)		(8.0	)		—
Interest expense, net		7.5			—			15.7			—			—			23.2

(Loss) income before income tax expense (benefit), equity income and discontinued operations		(8.7	)		(10.4	)		(13.5	)		27.1			8.0			2.5
Income tax expense (benefit)		—			0.2			0.7			—			—			0.9
Equity income		43.4			—			0.1			—			(43.5	)		—

Net income (loss) from continuing operations	$	34.7		$	(10.6	)	$	(14.1	)	$	27.1		$	(35.5	)	$	1.6
Net income (loss) from discontinued operations, net of income taxes		7.8			33.5			(0.7	)		3.3			(0.9	)		43.0

Net income (loss)		42.5			22.9			(14.8	)		30.4			(36.4	)		44.6
Less: Net income attributable tonon-controlling interests		—			—			—			2.1			—			2.1

Net income (loss) attributable to Cott Corporation	$	42.5		$	22.9		$	(14.8	)	$	28.3		$	(36.4	)	$	42.5

Comprehensive income (loss) attributable to Cott Corporation	$	46.7		$	22.5		$	(36.5	)	$	23.0		$	(9.0	)	$	46.7


	For the Nine Months Ended October 1, 2016
							Cott			Cott
	Cott			Cott			Guarantor			Non-Guarantor			Elimination
	Corporation			Beverages Inc.			Subsidiaries			Subsidiaries			Entries			Consolidated
Net cash provided by operating activities from continuing operations	$	1.4		$	0.4		$	121.2		$	52.6		$	(103.7	)	$	71.9

Investing Activities
Acquisitions, net of cash received		(954.0	)		—			(4.7	)		—			—			(958.7	)
Additions to property, plant & equipment		—			(0.4	)		(64.8	)		(4.1	)		—			(69.3	)
Additions to intangible assets		—			—			(2.3	)		—			—			(2.3	)
Proceeds from sale of property, plant & equipment		—			—			1.1			0.4			—			1.5

Net cash used in investing activities from continuing operations		(954.0	)		(0.4	)		(70.7	)		(3.7	)		—			(1,028.8	)

Financing Activities
Payments of long-term debt		—			—			(0.3	)		(0.6	)		—			(0.9	)
Issuance of long-term debt		498.7			—			—			—			—			498.7
Financing fees		(9.6	)		—			—			—			—			(9.6	)
Issuance of common shares		366.6			—			—			—			—			366.6
Common shares repurchased and cancelled		(4.5	)		—			—			—			—			(4.5	)
Dividends paid to common shareowners		(23.1	)		—			—			—			—			(23.1	)
Payment of deferred consideration for acquisitions		—			—			(10.8	)		—			—			(10.8	)
Intercompany dividends		—			—			(12.2	)		(13.9	)		26.1			—

Net cash provided by (used in) financing activities from continuing operations		828.1			—			(23.3	)		(14.5	)		26.1			816.4

Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities from discontinued operations		112.2			(112.3	)		13.9			15.1			58.6			87.5
Net cash used in investing activities from discontinued operations		(0.6	)		(18.0	)		(10.0	)		(0.7	)		—			(29.3	)
Net cash (used in) provided by financing activities from discontinued operations		(5.2	)		131.5			(4.5	)		(12.5	)		19.0			128.3

Net cash provided by (used in) discontinued operations		106.4			1.2			(0.6	)		1.9			77.6			186.5

Effect of exchange rate changes on cash		(1.4	)		—			(3.3	)		0.5			—			(4.2	)

Net (decrease) increase in cash, cash equivalents and restricted cash		(19.5	)		1.2			23.3			36.8			—			41.8
Cash, cash equivalents and restricted cash, beginning of period		20.8			1.0			50.2			5.1			—			77.1

Cash & cash equivalents, end of period		1.3			2.2			73.5			41.9			—			118.9
Cash & cash equivalents from discontinued operations, end of period		1.3			2.2			17.0			7.0			—			27.5

Cash & cash equivalents from continuing operations, end of period	$	—		$	—		$	56.5		$	34.9		$	—		$	91.4


	For the Three Months Ended												For the Nine Months Ended
	September 30, 2017						October 1, 2016						September 30, 2017						October 1, 2016
(in millions of U.S. dollars)	$			%			$			%			$			%			$			%
Revenue, net		580.9			100.0			476.7			100.0			1,698.4			100.0			1,102.0			100.0
Cost of sales		288.1			49.6			229.0			48.0			849.7			50.0			510.4			46.3

Gross profit		292.8			50.4			247.7			52.0			848.7			50.0			591.6			53.7
Selling, general, and administrative expenses		262.8			45.2			225.3			47.3			777.8			45.8			547.7			49.7
(Gain) loss on disposal of property, plant & equipment, net		(0.4	)		(0.1	)		1.4			0.3			4.8			0.3			4.6			0.4
Acquisition and integration expenses		3.2			0.6			7.4			1.5			17.2			1.0			20.5			1.9

Operating income		27.2			4.7			13.6			2.9			48.9			2.9			18.8			1.7
Other expense (income), net		1.5			0.3			0.2			—			(1.1	)		(0.1	)		—			—
Interest expense, net		23.2			4.0			14.5			3.1			62.1			3.7			29.2			2.6

Income (loss) from continuing operations before income taxes		2.5			0.4			(1.1	)		(0.2	)		(12.1	)		(0.7	)		(10.4	)		(0.9	)
Income tax expense (benefit)		0.9			0.1			2.9			0.6			1.0			0.1			(4.8	)		(0.4	)

Net income (loss) from continuing operations		1.6			0.3			(4.0	)		(0.8	)		(13.1	)		(0.8	)		(5.6	)		(0.5	)
Net income from discontinued operations, net of income taxes		43.0			7.4			2.9			0.6			1.0			0.1			12.0			1.1

Net income (loss)		44.6			7.7			(1.1	)		(0.2	)		(12.1	)		(0.7	)		6.4			0.6
Less: Net income attributable to non-controlling interests—discontinued operations		2.1			0.4			1.5			0.3			6.4			0.4			4.4			0.4

Net income (loss) attributable to Cott Corporation		42.5			7.3			(2.6	)		(0.5	)		(18.5	)		(1.1	)		2.0			0.2

Depreciation & amortization		49.4			8.5			41.2			8.6			141.8			8.3			102.6			9.3


²	Our Eden business had two fewer trading days, our S&D business had three fewer trading days, and our Aimia business had one fewer trading day for the nine months ended September 29, 2018 as compared to the prior year period.


	For the Three Months Ended						For the Nine Months Ended
(in millions of U.S. dollars, except share amounts)	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016
Net income (loss) from continuing operations	$	1.6		$	(4.0	)	$	(13.1	)	$	(5.6	)
Acquisition and integration costs		3.2			7.4			17.2			20.5
Inventorystep-up		—			4.2			—			4.7
Unrealized commodity hedging gain, net		(0.4	)		(1.0	)		(1.9	)		(0.8	)
Foreign exchange and other (gains) losses, net		(0.2	)		0.8			(1.1	)		(0.5	)
Loss on disposal of property, plant & equipment, net		—			1.4			5.7			4.6
Interest payment on 2024 Notes¹		—			2.4			—			2.4
Interest expense on 2020 Notes²		—			(10.7	)		(9.5	)		(31.9	)
Tax valuation allowance		—			8.5			—			8.5
Gain on extinguishment of long-term debt		—			—			(1.5	)		—
Other adjustments		4.3			0.9			6.3			1.8
Adjustments for tax effect³		0.1			(4.5	)		(1.4	)		(10.7	)

Adjusted net income (loss) from continuing operations	$	8.6		$	5.4		$	0.7		$	(7.0	)

Adjusted net income (loss) per common share from continuing operations
Basic	$	0.06		$	0.04		$	0.01		$	(0.06	)
Diluted	$	0.06		$	0.04		$	0.01		$	(0.06	)
Weighted average common shares outstanding (in millions)
Basic		139.2			138.2			139.0			124.9
Diluted		141.0			139.3			140.2			124.9


	For the Three Months Ended						For the Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
(in millions of U.S. dollars)	2017			2016			2017			2016
Net cash provided by operating activities from continuing operations	$	46.2		$	51.1		$	138.7		$	71.9
Net cash used in investing activities from continuing operations		(41.4	)		(944.8	)		(129.6	)		(1,028.8	)
Net cash (used in) provided by financing activities from continuing operations		(6.7	)		(30.6	)		605.7			816.4
Cash flows from discontinued operations:
Net cash provided by operating activities from discontinued operations		47.4			44.9			56.1			87.5
Net cash used in investing activities from discontinued operations		(13.3	)		(8.2	)		(36.7	)		(29.3	)
Net cash (used in) provided by financing activities from discontinued operations		(9.2	)		257.9			(610.5	)		128.3
Effect of exchange rate changes on cash		2.0			(4.0	)		6.4			(4.2	)

Net increase (decrease) in cash, cash equivalents and restricted cash		25.0			(633.7	)		30.1			41.8
Cash, cash equivalents and restricted cash, beginning of period		123.2			752.6			118.1			77.1

Cash & cash equivalents, end of period		148.2			118.9			148.2			118.9
Cash & cash equivalents from discontinued operations, end of period		66.2			27.5			66.2			27.5

Cash & cash equivalents from continuing operations, end of period	$	82.0		$	91.4		$	82.0		$	91.4



	For the Three Months Ended						For the Nine Months Ended
	September 29,			September 30,			September 29,			September 30,
(in millions of U.S. dollars)	2018			2017			2018			2017
Net cash provided by operating activities from continuing operations	$	78.2		$	46.2		$	146.1		$	138.7
Net cash used in investing activities from continuing operations	(30.6		)	(41.4		)	(144.1		)	(129.6		)
Net cash (used in) provided by financing activities from continuing operations	(29.2		)	(6.7		)	(341.5		)	605.7
Cash flows from discontinued operations:
Net cash (used in) provided by operating activities from discontinued operations	(5.6		)	47.4			(93.6		)	56.1
Net cash (used in) provided by investing activities from discontinued operations	—			(13.3		)	1,228.6			(36.7		)
Net cash (used in) financing activities from discontinued operations	—			(9.2		)	(769.7		)	(610.5		)
Effect of exchange rate changes on cash	0.5			2.0			(8.0		)	6.4
Net increase in cash, cash equivalents and restricted cash	13.3			25.0			17.8			30.1
Cash and cash equivalents and restricted cash, beginning of period	162.4			123.2			157.9			118.1
Cash and cash equivalents and restricted cash, end of period	175.7			148.2			175.7			148.2
Cash and cash equivalents and restricted cash of discontinued operations, end of period	—			66.2			—			66.2
Cash and cash equivalents and restricted cash from continuing operations, end of period	$	175.7		$	82.0		$	175.7		$	82.0




		Incorporated by Reference				Filed Herewith
Exhibit No.	Description of Exhibit	Form	Exhibit	Filing Date	File No.
3.1	Articles of Amalgamation of Cott Corporation, as amended.	8-A	3.1	5/4/2018	001-31410
3.2	By-laws of Cott Corporation, as amended.	8-A	3.2	5/4/2018	001-31410
10.1	Offer Letter Agreement with Jerry Fowden, dated August 1, 2018.	8-K	10.1	8/3/2018	001-31410
10.2	Offer Letter Agreement with Thomas Harrington, dated August 1, 2018.	8-K	10.2	8/3/2018	001-31410
10.3	First Amendment to the Cott Corporation Severance and Non-Competition Plan, dated August 1, 2018.	8-K	10.3	8/3/2018	001-31410
31.1	Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018.					*
31.2	Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018.					*
32.1	Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018 (furnished herewith).
32.2	Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended September 29, 2018 (furnished herewith).
101	The following financial statements from Cott Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018, filed November 8, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, (vi) Notes to the Consolidated Financial Statements.					*