Barclays Global Consumer Staples Conference

September 8, 2016

Safe Harbor Statements

Forward Looking Statements: This presentation contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws conveying management's
expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking
statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual
results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this
presentation include, but are not limited to, statements related to expected future operating results of the Company, anticipated market
trends, and the execution of the Companys strategy. The forward-looking statements are based on assumptions regarding management's
current plans and estimates. Management believes these assumptions to be reasonable but there is no assurance that they will prove to
be accurate. Factors that could cause actual results to differ materially from those described in this presentation include, among others:
(1) changes in estimates of future earnings; (2) expected synergies and cost savings are not achieved or achieved at a slower pace than
expected; (3) integration problems, delays or other related costs; and (4) unanticipated changes in laws, regulations, or other industry
standards affecting the companies. The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various
disclosures, including but not limited to risk factors contained in the Company's Annual Report in the Form 10-K for the year ended
January 2, 2016. The Company does not, except as expressly required by applicable law, undertake to update or revise any of these
statements in light of new information or future events.
Non-GAAP Measures: The Company routinely supplements its reporting of GAAP measures by utilizing certain non-GAAP measures to
separate the impact of certain items from its underlying business results. In this presentation, we use non-GAAP measures such as
EBITDA, adjusted EBITDA and adjusted free cash flow and certain ratios using these measures. With respect to our expectations of
performance of S&D and Eden as they are being integrated, reconciliations of first year free cash flow accretion and adjusted free cash
flow accretion are not available, as we are unable to quantify certain amounts that would be required to be included in the relevant GAAP
measures without unreasonable effort. We expect that the unavailable reconciling items, which primarily include transaction and
integration costs, phasing of capital expenditures and date of closing, could significantly affect our financial results. These items depend
on highly variable factors and any such reconciliations would imply a degree of precision that would be confusing or misleading to
investors. We expect the variability of these factors to have a significant, and potentially unpredictable, impact on our future GAAP
financial results. Since the Company uses these non-GAAP measures in the management of its business, management believes this
supplemental information, including on a pro forma basis, is useful to investors for their independent evaluation and understanding of the
business. Any non-GAAP financial measures used by the Company are in addition to, and not meant to be considered superior to, or a
substitute for, the Company's financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measures
included in this presentation reflects management's judgment of particular items, and may be different from, and therefore may not be
comparable to, similarly titled measures reported by other companies. A reconciliation of this non-GAAP measure may be found on
www.cott.com.
1

Management Attendees

Jerry Fowden
Chief Executive Officer

Jay Wells
Chief Financial Officer

Tom Harrington
Chief Executive Officer DS Services

Cott is a Diversified Beverage Company with a Strong Better For

You, Product Mix and Broad Channel Penetration
Cott is a leading provider in the direct-to-consumer beverage services industry
The Company operates through two major business segments:

Total Cott Pro Forma Adjusted EBITDA

(1)

(Inclusive of DS Services, Aquaterra, Eden Springs and S&D Coffee and Tea)

Better For You Beverage Platform: provides direct-to consumer bottled water, coffee, tea
and water filtration services to customers across 20 countries. Includes DS Services,
Aquaterra, Eden Springs and S&D.
Other
14%

Scale platforms in home and office water delivery, coffee, tea and filtration services

Growing coffee manufacturing, distribution and services channels

Juice / Juice
Drinks
8%

Products

Steady and dependable Home and Office Delivery HOD Water category revenue
growth

CSD
12%

Coffee & Tea

16%

Sparkling
Waters
8%

Water
7%

Growing water filtration businesses

HOD Water
35%

Fragmented diversified customer base with good retention rates

Traditional Cott: one of the largest producer of beverages on behalf of retailers, brand
owners and distributors
Distribution
1%

Growing contract manufacturing channel with double digit growth

Customer base includes worlds leading brand owners and retailers in the grocery,
mass-merchandise and drug store channels
Carbonated Soft Drinks CSDs and Shelf Stable Juices SSJs continue in decline

Channels

Sparkling water and mixer product category growth in the high single digits

Other
19%

Private Label
Retail
28%

Convenience
Retailing
2%
Foodservice
5%

Branded
Retail
10%
HOD Water
35%

___________________________
Note: Financials based on FY 2015. Source: Company information, Management estimates
Terms: Home and Office Delivery (HOD), Office Coffee Services (OCS) and Carbonated Soft Drinks (CSD).
Other product category includes concentrates, Eden Springss filtration services and other. Sparkling waters includes mixers.
Other channels include contract packaging, OCS and other
(1) 2015 Adjusted EBITDA allocated based upon pro-rata revenues by product category and channel between DS Services (HOD Water, OCS, Water and Other), Traditional Cott (CSD, Juice/Juice Drinks, Sparkling Waters and Other), Eden (HOD Water, OCS,
Water and Other) and S&D (Coffee & Tea).

Significant Revenue Diversification Across Products and

Channels.
Traditional Cott Revenue
CSD + Juices = 55%

Traditional Cott = 100%

Cott + DSS Revenue

CSD + Juices = 36%

Products

Other
19%
Other
24%

CSD
33%

Juice / Juice
Drinks
22%

Channels

Contract Other
Packaging 3%
12%

Sparkling
Waters /
Mixers
14%

Other
17%

Branded
Retail
15%

HOD Water
22%
Private Label
Retail
70%

Better For You

Other
15%

Juice / Juice
Drinks
15%

HOD Water
22%

CSD + Juices = 27%

CSD
21%

OCS
4%
Water
5%

Sparkling
Waters
21%

Traditional Cott = 65%

Cott + DSS + Eden + S&D Pro Forma

Revenue

Private Label
Retail
48%

Branded
Retail
13%

Traditional Cott = 49%

CSD
16%
Juice / Juice
Drinks
11%

Coffee & Tea

20%

Water
5%

Distribution
2%
Convenience
Retailing
4%

HOD Water
23%

Sparkling
Waters /
Mixers
10%

Other
17%
Private Label
Retail
36%

Foodservice
8%
HOD Water
23%

Branded
Retail
10%

Better For
You
21%

Other
55%

Better For
You
45%

Other
45%

Better For
You
55%

Other
79%

___________________________
Note: Financials based on FY 2015.
Other product category includes concentrates, Eden Springss filtration services and other. Sparkling water includes mixers
Other channels include contract packaging, office coffee services and other
Better For You platform includes HOD Water, Water, Coffee & Tea and Sparkling Waters / Mixers
Source: Company information, Management estimates

Significant EBITDA Diversification Across Products and Channels.

Traditional Cott Adjusted EBITDA

Products

CSD + Juices = 55%

Channels

CSD
33%

Other
24%

CSD + Juices = 26%

Other
16%
OCS
6%
Water
8%

Sparkling
Waters
21%

Contract
Packaging
12%

Better For You

Traditional Cott = 100%

Cott + DSS Adjusted EBITDA

Juice / Juice
Drinks
22%
Other
3%

Traditional Cott = 48%

CSD + Juices = 20%

Other
14%

CSD
16%
Juice / Juice
Drinks
11%
Sparkling
Waters
10%

Coffee & Tea

16%

HOD Water
33%

CSD
12%

Juice / Juice
Drinks
8%
Sparkling
Waters
8%

HOD Water
35%

Private Label
Retail
37%

Branded
Retail
15%

Traditional Cott = 37%

Water
7%

HOD Water
33%

Other
19%

Private Label
Retail
70%

Cott + DSS + Eden + S&D Pro Forma

Adjusted EBITDA

Other
Distribution 19%
1%
Convenience
Retailing
2%
Foodservice
5%

Branded
Retail
11%

HOD Water
35%

Private Label
Retail
28%

Branded
Retail
10%

Better For
You
21%
Other
34%

Other
43%
Better For
You
57%
Other
79%

___________________________
Note: Financials based on FY 2015.
Other product category includes concentrates, Eden Springss filtration services and other. Sparkling water includes mixers
Other channels include contract packaging, office coffee services and other
Better For You platform includes HOD Water, Water, Coffee & Tea and Sparkling Waters / Mixers
Source: Company information, Management estimates

Better For
You
66%

Key Business Performance Metric to Drive Compound Growth in

Free Cash Flow
We focus on free cash flow generation and anticipate a strong CAGR in growth from 2016 to 2019.
Delivered $8 million improvement in adjusted free cash flows Q2 2016 vs. Q2 2015
Free Cash Flow Drivers

Traditional business continuing to provide good free cash flow from well invested business and
asset base
Beneficial corporate structure (low cash taxes annually 2015 to 2020)
HOD water, coffee, tea and filtration platform top line growth is expected to generate incremental
EBITDA and free cash flow
Additional synergy capture across HOD/Services platform.
Small overlapping tuck-in acquisitions with the goal of generating incremental EBITDA
Refinancing of DS Notes in September 2017 is expected to generate significant interest savings
($350 million Notes at 10% creating ~$10 to $20 million of annual interest savings)
Adjusted Free Cash Flow (2016E 2019E)

($ in millions, except per share data)

Adjusted Free Cash Flow (1,3)

$225 - $275

$135 $145

2016E
Source:
(1)
(2)
(3)

Adjusted Free Cash Flow Per Share (2,3)

$1.63 $2.00

$0.98 $1.05

2017E

2018E

2019E

S&D and Eden Springs materials

Adjusted free cash flow calculated as cash flow from operations less capital expenditures, excluding transaction costs
Adjusted free cash flow per share calculated as (adjusted cash flow from operations less capital expenditures)/138 million shares
2016E excludes Eden Springs and S&D

2016E

2017E

2018E

2019E
6

Cotts Strategic Vision A More Diversified Higher Margin and/or

Growth Company With Strong Free Cash Flow

Stable, strong cash

generation from
traditional business
through 4Cs and growth
in contract
manufacturing and
Value Added Water
offsetting PL CSD and
SSJ declines

Compound Free
Cash Flow Growth
and Rapid
Deleveraging

Traditional
Business

Better For You

Beverage Platform
Growth

HOD Water, Coffee and Tea

Service Businesses of Scale.
Continue to generate top
line organic growth
Small HOD/OCS tuck-in
acquisitions in North
America and Europe

Shareholder Value
Creation

Free Cash Flow

and Rapid
Deleveraging

A more diversified higher

margin and/or growthoriented company with
annual EBITDA and free
cash flow expansion to
drive increased
multiple/stock valuation.

Acquisition
Synergy
Capture

Synergy capture and

integration across
water, coffee, tea and
filtration platforms

Traditional Business Leading Beverage Platform with

Extensive Manufacturing Footprint for Private Label, Contract
Manufacturing and Own Brands
Traditional Business Overview

Industry-leading beverage manufacturer and distributor focused on

private label, contract manufacturing and own brands with revenues of
approximately $1.9 billion which provides procurement and scale
leverage

Diversified Manufacturing Capabilities

CANADA

UNITED STATES

Leader in private label shelf stable juices and CSDs in North

America with a rapidly growing contract manufacturing business
for top tier brand owners and growing positions in attractive
segments (sparkling waters and mixers)

Sangs
Sangs
Sangs
Sangs(McDuff)
(McDuff)
(McDuff)
(McDuff)
(McDuff)
Sangs
Sangs
Sangs
Sangs
(McDuff)
(McDuff)
(McDuff)

MEXICO
MEXICO

Ownership of RC Cola Brand outside North America

Fully integrated concentrate facility with strong R&D capabilities and

vertical integration with high service, low-cost production model
supplying quality concentrates and exports to customers outside of
North America

Customer relationships with over 500 leading retailers in the grocery,

mass-merchandise and drug store channels

Low cost philosophy concentrating on

Customers, Costs, Capex
and Cash resulting in a highly cash generative business

Highly recognized award-winning services (manufacturing excellence, on

time in full service, supply chain partner, Grocer Gold)

Building value through stable free cash flows generated through

growing value added water and contract manufacturing as well as cost
down initiatives in order to offset the structurally declining categories of
carbonated soft drinks and shelf stable juices

___________________________
Source: Management

UNITED KINGDOM
Puebla
Puebla
Puebla
Puebla

Cold Fill
Hot Fill
Other

Nelson
Nelson
Nelson
Nelson
Nelson
Nelson
Nelson
Nelson
Merseyside
Merseyside
Merseyside
Merseyside
Merseyside
Merseyside
Merseyside
Merseyside
Wrexham
Wrexham
Wrexham
Wrexham
Wrexham
Wrexham
Wrexham
Wrexham

Bondgate
Bondgate
Bondgate
Bondgate
Bondgate
Bondgate
Bondgate
Bondgate
Kegworth
Kegworth
Kegworth
Kegworth
Kegworth
Kegworth
Kegworth
Kegworth

Industry-leading Manufacturer with Global Footprint

532904_1.WOR (NY007LA7)

Strong beverage manufacturing footprint in US, Canada and UK with

strategically located beverage manufacturing and fruit processing
facilities providing a substantial competitive advantage to service
national and super-regional accounts, with high service levels (98%+)
and low freight costs.

High quality facilities (SQF / BRC certified) with multiple product and
package capabilities offering a diversified product portfolio beyond
traditional CSDs and shelf stable juices

Leader in R&D capability in the development and production of value

added sparkling waters and mixers

Efficient and highly utilized facilities producing industry leading asset

turnover with low capex demands (~2% of revenues)

DS Services - A Leading North American Direct-to-Consumer

Services Provider Across HOD Water, Office Coffee and Filtration
Services
Water Delivery Services(1)

Office Coffee Services (OCS)

2015 Revenue(2):
$1,021mm
2015 Revenue: $724mm (71%)

Retail

OCS
12%

Filtration
2%

2015 Revenue: $121mm (12%)

Retail
15%

Filtration Services
Water
Delivery
Services
71%

2015 Revenue: $149mm (15%)

___________________________
1. Other revenue included in Water Delivery Services revenue
2. Excludes Aquaterra revenue
Source: Company information

2015 Revenue: $27mm (2%)

9

DS Services - Share Growth from Market Leading Brands with

Strong Regional Heritage
Highly-recognized brands with long lived heritages in both HOD water and OCS
Largest or second-largest HOD water provider in 39 of 43 largest cities
Offers customers products under other leading brands, which include:

Ferrarelle and Voss water, Starbucks Coffee, Keurig Green Mountain, Caribou Coffee, Peets Coffee & Tea and Mars Alterra

Customer growth combined with improved consumption and strong pricing driving HOD volume/revenue growth

DSS HOD Revenue share

Leadership in Regional Brands

(HOD Bottled Water Revenue Only)

#1

53rd week impact

32.6%
0.5%

32.0%

#1
#3

30.9%

#1

30.4%

#1

32.1%

#2

#2
#1

#1

#1
#1

2012

2013

2014

2015

#1
#1

DSS HOD Volume share

#2

#1

#1

#3

#2

(1)

#1
#2

(HOD Bottled Water Volume Only)

53rd week impact
30.6%

29.2%

2012

31.1%
0.4%

29.5%

30.7%

2013

___________________________
Source: BMC and Cott management

2014

2015
10

Aquaterra Acquisition in January 2016 of Canadas Oldest and

Largest Home and Office Water Delivery Business

First year objective to implement all DS Services

systems and processes
Synergies planned to be phased in 2017-2019
Expansion of DS Services revenue program into
Aquaterra phased over 2017/2018
Retail Booth Program
New Customer Acquisition Program
AquaCafe (R) Rollout
Potential Synergistic Tuck-ins Acquisitions from
2017
Integration going to plan and tracking in line with
acquisition model. 2016 First Half revenues of C$41
million

11

Eden Springs Acquisition in August 2016 of Europes Leading

Direct-to-Consumer (Home and Office) Water and Office Coffee
Services Provider
Water Services

Office Coffee Services

2015 Revenue:
367mm ($408mm)
2015 Revenue: 238mm ($266mm)
Filtration

Filtration
Retail 6%
10%

2015 Revenue: 70mm ($77mm)

Office
Coffee
Services
19%

Retail
Water
Services
65%

2015 Revenue: 22mm ($24mm)

2015 Revenue: 37mm ($41mm)

___________________________
Note: Figures converted at EUR:USD rate of 1.11
Source: Company information

12

S&D Coffee and Tea Acquisition in August 2016 of Leading U.S.

Foodservice Coffee and Tea Manufacturing and Services Company
Distribution Platform

State-of-the-Art Production Capabilities

Attractive Synergy and Distribution Opportunity with DS Services OCS Business

Third-Party Distribution

Direct Route & Third-Party Distribution

Direct route sales

accounted for ~20% of
2015 revenue

Coffee Production
Differentiators

Tea Production
Differentiators

Hyper-Efficient Thermal Transfer

Superior Sourcing

3rd Party Distribution sales

accounted for ~80% of total
2015 revenue

S&D Segment Growth

Custom Coffee Engineering

Tea Blending Systems

Coffee

Cupping & Q Graders

Tea

Dedicated Laboratory

Four production facilities: two dedicated coffee facilities, one tea

facility and one extract and ingredient facility

Production capacity: 130-150 million pounds of coffee and 40-50

million pounds of tea per year

Maintains stringent quality standards and is only ISO 9001:2008

certified roaster in U.S.

'13A

'14A

'15A

'16E

'13A

'14A

'15A

'16E

Complementary supply chain with distinct coffee and tea manufacturing capabilities
and direct-to-consumer delivery infrastructure
___________________________
Source: Company information

13

Cotts Extensive Better For You Beverage Services Platform - Cott is

a Leading HOD Water, Coffee, Tea and Filtration Services Provider
Across 20 Countries

Eden geographic presence

BWC water position(3)

DS Services U.S. Market Leader

HOD Water(1)
Smaller
Competitor
s
~39%

Eden Springs European Market Leader

OCS(2)

DS
Services
~31%

Eden
20%

DS Services
~3%
Remainder of
Top 5
~17%

Nestle
~30%

OCS

HOD Water

Smaller
Competitors
~80%

S&D Coffee and Tea U.S. Leader

S&D has approximately 20% share of the continuously growing foodservice channel
and is the largest supplier of fresh-brewed iced tea to the U.S. foodservice industry
with four production facilities (two coffee, one tea, and one extract and ingredient)
serving the U.S. with national and regional route distribution

Company
A
3%
Other
61%

Company
B
3%

Company A
6%

Eden
4%

Other
89%

Next 5
13%

Aquaterra Canadian Market Leader

Aquaterra is Canadas oldest and largest HOD Water business with a leading
position, over 70,000 customers and over C$70 million in annual revenues.

___________________________
Note: 2015 market shares based on management estimates.
(1) Source: Beverage Marketing Corporation. Category size of $1.7 billion reflects only bottled water and excludes items such as cooler rent, cups, etc.
(2) Source: Coffee sales rise, so do costs: State of the Coffee Service Industry, Automatic Merchandiser, September 2015.
Source: Company information, Management estimates
(3) BWC represents total bottled water coolers but is not a market in and of itself as the HOD water business consists of coolers, bottled water as well as other products such as case pack water and single serve products

14

Integration and Synergies to Drive Value Creation Across Services

Platform
Integration Philosophy

DS Services Has Been Fully Integrated

Focus on integrating critical control functions

while maintaining management autonomy

Combined procurement operations and leveraged

increase scale

Maintain experienced management team

Continuity and focus

Market knowledge

Reduced discontinuity risk

Focused 3 year incentive plan

Consolidated back-office to drive cost efficiencies

Vertically integrated with Cotts North American

business
Improved customer service and call center
response time

Leverage SG&A/Scale across business

Service supplies and indirect procurement

IT platforms, systems and back office processes

Common / best practices

Retained the key leaders of DS Services

management team
Re-initiated bolt-on acquisition strategy

Synergy capture of hard costs and cross sell

Vertical supply of coffee and tea

Overlapping depot distribution

Procurement synergies
Eden and S&D significant synergies, estimated at $22
million to be realized over 3 - 4 years
15

Cott Corporation - Strong Adjusted Free Cash Flow and Rapid

Deleveraging
Proven track-record of quickly deleveraging after acquisitions
Significant free cash flow conversion allows for accelerated deleveraging
Estimated 2019 adjusted free cash flow of $225 million to $275 million
Anticipated leverage of low 3x by 2019 leaves ample debt capacity to execute tuck-in acquisitions
Adjusted Free Cash Flow

(1)

Pro Forma Net Debt to Adj. EBITDA (2) (2016E 2019E)

($ in millions)

4.8x
$225 - $275

$135 - $145
Low 3x

2016 Cott

2019PF

Cott PF

___________________________
Source: Company information
(1) Adjusted free cash flow calculated as cash flow from operations (excluding acquisition, integration and transaction costs) less capital expenditures.
(2) Expected debt balance at closing of S&D Coffee and Tea projected for August 2016 less expected cash balance divided by combined 2015 adjusted EBITDA.

2017E

2018E

2019E

16