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CIBC 2016 Retail & Consumer Conference March 30, 2016

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Page 1: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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CIBC 2016 Retail & Consumer Conference

March 30, 2016

Page 2: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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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 Company’s 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, adjusted free cash flow and adjusted free cash flow yield and certain ratios using these measures. Since the Company uses these non-GAAP measures in the management of its business, management believes this supplemental information, including on a pro forma basis, is useful to investors for their independent evaluation and understanding of the business. Any non-GAAP financial measures used by the Company are in addition to, and not meant to be considered superior to, or a substitute for, the Company's financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this presentation reflects management's judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies. A reconciliation of this non-GAAP measure may be found on www.cott.com.

Page 3: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Management Attendees

Jay WellsChief Financial Officer

Jerry FowdenChief Executive Officer

Jarrod LanghansHead of Investor Relations

Page 4: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Cott is a Diversified Beverage Company with a Strong Health & Wellness Product Mix and Broad Channel Penetration

2015 EBITDA by Product (1)

Over 70% of EBITDA in growing product categories

Steady and dependable Home Office Delivery

“HOD” Water revenue growth

Office Coffee Service “OCS” revenue growth

Sparkling water and mixer product category growth

Other includes growing categories of energy,

powdered hot chocolate and instant coffee

Carbonated Soft Drinks “CSDs” continue in decline

Shelf Stable Juices “SSJs” are a flat to modestly

declining category

Contract manufacturing growth with a 2 year CAGR of over 50%

Source: Cott management.1 2015 EBITDA allocated based upon pro-rata revenues between DS Services EBITDA (HOD, OCS, Water and Other) and Traditional Business EBITDA (CSD, Juice / Juice Drinks, Water, Sparkling Waters / Mixers, and Other).2 2015 EBITDA by segment including corporate allocations (for reporting purposes Aimia is included as a part of UK/Europe).

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

2015 EBITDA by Segment (2)

CSD16%

Juice / Juice Drinks

11%

HOD Water33%

OCS6%

Sparkling Waters/Mixers

10%

Water8%

Other16%

Cott North America

30%

Cott U.K./EUR

Core11%

Aimia5%

Other3%

DS Services51%

Page 5: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Key Metric – To Drive Free Cash Flow Growth

Primary Focus Driving Free Cash Flow Growth

Free Cash Flow Drivers• Traditional business continuing to provide good free cash flow from a

well invested-business and asset base

• Beneficial corporate structure (cash taxes ≈$3 - $8 million annually 2015 to 2020)

• 3% plus of annual DS Service top line growth is expected to generate incremental EBITDA and free cash flow

• Additional synergy capture 2016 onwards

• Tuck-in customer list acquisitions of $10 to $20 million in total per year with the goal of generating incremental EBITDA of $3 - $6 million

• 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)

Source: Cott ManagementNote: Adjusted Free Cash Flow Growth excludes future acquisitions which would be expected to deliver incremental free cash flow growth.

We focus on free cash flow generation and anticipate a mid-teen CAGR in growth from 2016 to 2018.

Adjusted Free Cash Flow

(in MM's) 2016E 2018E

Adjusted Free Cash Flow

$135 - $145 $165 - $185

Other Financial Metrics

EBITDA Drivers• DS Services organic and tuck-in

growth• Aquaterra and synergy capture• Traditional Business contract

manufacturing and sparkling water and mixer growth

Revenue & EPS (Not a leading indicator to company success)• Product mix is reshaping our traditional business pressuring our

top line revenue even though the mix in products maintains consistent dollar operating profits.

• Purchase accounting associated with transformational M&A impacts GAAP numbers in spite of post synergy cash flow per share accretion.

EBITDA Headwinds• Foreign Exchange• Traditional Business

competitive landscape• CSD/SSJ category and

private label declines

Projected EBITDA Growth of 3-4% in 2016 (@current FX)

Page 6: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

• Successfully integrate DS Services and Aquaterra to drive synergy capture

• Stable, strong cash generation through 4Cs, supported by growth in contract manufacturing and Value Added Water offsetting PL CSD and SSJ declines

• Continue to generate top line growth

• Small tuck-in acquisitions of $10 - $20 million in HOD Water/OCS businesses annually

DS Services Growth

Acquisition Synergy Capture

Mid-to-Larger Scale

Acquisitions

Traditional Business

Cott’s VisionBuilding Upon the Platform Created – To Further Growth and Value Creation

• Focus on cash generative HOD water, coffee and tea in growing and/or higher-margin beverage categories (cash-on-cash IRR greater than cost of equity)

Shareholder Value Creation

Create a more diversified higher margin and/or

growth-oriented company with annual EBITDA and

free cash flow expansion to drive increased

multiple/stock valuation.

6

Page 7: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Traditional BusinessCash Flow Stability through 4Cs

Control capitalexpenditures

Deliver significant free cash flow

• Understand our customers’ needs

• Build new channel relationships (contract manufacturing)

• High service standards

• One-stop shop philosophy

• Supply chain solutions

• Manage the commodity cycles

• Control SG&A costs

• Improve operating efficiencies

• 3-year $30 million cost reduction plan within traditional business (2014-2017)

• UK/Europe cost action and operational efficiency program (2015-2018)

• Manage projects tightly with a focus on cost / efficiency. Use third party funding where possible (eg warehousing) and sale leasebacks to generate cash flows

• High quality plants - all SQF Level 3 or BRC

• Focus on efficiency capex with ≈2-3 year payback

• Cost reduction minimizes capex spend

• Rigorously manage working capital

• Assist with funding to continue to reposition the business with post synergy cash accretive scale acquisitions as well as de-leveraging with the objective of reducing leverage to low 3.0x EBITDA

• Fund HOD and OCS market roll-up by DS Services.

Strengthen customerrelationships

Continue to lower operating costs

4C’s Philosophy Drives High Cash Generation

Building Value Through Cost Down Initiatives – Traditional Business

PackagingInterplant Transfers

Warehouse Projects

Plant Projects

CC + I

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

UK/Europe – 3 Phase Cost Action and Operational Efficiency Program (Late 2015 – 2018)

Phase One – SG&A / Cost Actions

• Head count and benefit reductions

• Manufacturing and operational costs

Phase Two – Warehouse Program

• Third Party Warehouse Investment

• Significant shunt and shuttle cost savings

Phase Three – High-speed rainbow pack line

• Hard discounter business wins

• Increased production efficiencies

Cott North America “War on Waste”

$6 $6 $6 $6

$9 $9 $9

$-

$10

$20

$30

$40

2014 2015 2016 2017

$30

Page 8: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Traditional BusinessCash Flow Stability through Copack and Value Added Water growth

Offsetting Private Label CSD and SSJ volume declines through Contract Manufacturing and Value Added Water Growth

Cott North America Contract Manufacturing Volume

Provides gross margins that are consistent with Cott’s historical rates

Dollar profit (operating income per case) is equivalent to Cott’s other products

Brand owners normally supply the ingredients and packaging materials

Limited commodity exposure drives stable margin contribution

Lowers working capital requirements and improves line efficiency

Capitalizes on outsourcing trends by brand owners

Increases asset utilization, especially hot-fill assets, and offsets PL CSD and SSJ decline

Substantial room for Cott to grow

Serving equivalent cases (in millions)

Copack Advantages

Capitalize on consumer movement to healthy products such as sparkling and flavored water as well as ice type beverages which are generating high single digit to low double digit growth annually

Resources will be allocated to this beverage category which have retailer support and where the private label segment controls a larger percentage of the market relative to other categories such as CSDs

Target high single to low double digit compound annual volume growth in value added water

Value Added Water Opportunity

Source: Cott Management

21

45

68

70 - 105

0

20

40

60

80

100

120

2013 2014 2015 2016E

50 to 80 million

case growth

- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Page 9: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Source: Cott Management.

Traditional BusinessCash Flow Stability through Copack and Value Added Water growth - continued

Mix into growth areas of contract manufacturing (two year CAGR of over 50% volume growth) and sparkling waters and mixers (mid to high single digit growth) provides broad volume stability

and equivalent operating income dollars per case although at a lower revenue per case

(in millions excluding per case) Year Ended

Cott North AmericaJanuary 2,

2016January 3,

2015 Variance

Revenues $1,331 $1,434 -7.2%

per case $3.91 $4.20

Volumes 340.4 341.5 -0.3%

Gross Profit $174 $164 6.3%

per case $0.51 $0.48

Operating Income $39 $30 29.6%

per case $0.11 $0.09

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

Mix shift into growing contract manufacturing and sparkling water and mixers offsets decline in CSDs and SSJs driving volume stability

Note: Foreign exchange rates are projected to provide a headwind to operating income in 2016 as a result of the significant movement in the CAD.

Page 10: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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DS Services GrowthBig 3, Partnerships, and Upselling/Cross Selling

Growing HOD water through Big 3 of increased (1) consumption, (2) customers and (3) pricing

Consumption and Value/Pricing Source of Organic Customer Growth

Source: Cott Management

35%

25%

21%

16%

2%

Marketing

In-Store Retail Booths

Route Sales Reps

Sales

Other

Internet 17%

Print 18%20153.7%

3.4%3.0%

4.4%

1.6%

4.9%

3.6%

5.7%

4.6%

3.1%

4.1% 4.0%

4.6%

3.9%

4.6%

3.4%

2.6%

1.9%2.2%

-0.5%

2.3%

1.8%

3.2%2.8%

1.6%

2.3%

2.8%

3.3%

2.6%

3.3%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

Revenue Growth Volume Growth

U.S. HOD Bottled Water Market Quarterly Trend

Excludes the impact of 5G at retail (Primo)

2012 2013 2014 2015

Page 11: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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DS Services GrowthBig 3, Partnerships, and Upselling/Cross Selling

Long Term Strategic Partnerships Drive Continued Organic Growth and Provide a Competitive Advantage

DS Retailer Booth Customers

Map represents the Primo Customers and their geographic density

Primo Customer Density Leverages Cost Structure

Source: Cott Management

2 19

91 106

154 164

190 204

0

40

80

120

160

200

2011 2012 2013 Q1 2014 Q3 Q1 2015 Q3 Feb 2016

thousands

Page 12: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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DS Services GrowthHOD Water and OCS Market Roll Up (Customer List Tuck-ins)

Customer List Tuck-Ins are Highly Accretive to DS

• Customer retention is also higher due to the acquisition of “seasoned” customers

• Cost per new customer through M&A compares favorably to traditional, organic channels

• Acquired customers show higher retention than organically acquired customers

Almost Immediate Cost Savings

Increased Route Density

Improved Customer Profile

• DS has realized significant cost synergies by rationalizing assets, customer service, IT and other overhead and back-office functions

• Synergies realized by combining delivery routes and eliminating routes to increase route density driving operational leverage

Acquired Customers Show High Retention (4)

Cost per Customer Add –Acquisition vs. Organic

100 100

128

194

0

50

100

150

200

After 1 Year After 3 Years

Organic Through Acquisition

1 Assumes revenues associated with acquired entity in each transaction were applied to DS Services cost model for that period. 2 2012 included the larger Standard Coffee acquisition.3 Customer acquisition cost index based on cost per acquired customer calculated through third party valuations; includes a total of ~165,000 customers acquired through Abita, O’Premium, Yosemite, Mt. Olympus and

Deep Rock transactions vs. Total 2013 customer acquisition via all organic mechanisms.4 Retention rates indexed to 100, which equals retention rate of Water Delivery Services customers added organically during relevant time period.

Successful Track Record

• Completed 58 acquisitions since 2007, with an average synergy-adjusted EBITDA multiple of less than 3.0x(1)

• Targets have ranged from small tuck-ins to a scale acquisition(2) (average HOD acquisition price ~$2.5 million)

• Target $10 to $20 million per year allocation of funds to tuck-ins with anticipated $3 - $6 million of incremental post-synergy EBITDA

74100

0

50

100

150

200

Top 5 Water DeliveryServices Acquisitions(3)

2013 Average OrganicCustomer Acquisition Cost

Index

Source: Cott Management

Page 13: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

Aquaterra

Mid-to-Larger Scale Acquisitions

Mid 5x post synergy EBITDA multiple

Mid teen cash-on-cash IRR

Purchase Price C$62 million ($45 million)

Annual revenues of C$75 million ($55 million)

70,000 customers

Future Acquisitions

Higher margin and/or higher growth

“Good for you” beverage categories

Synergistic and tuck-in opportunities

Cash accretive per share post synergy integration

Source: Cott Management13

Page 14: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Shareholder Value CreationProgress in 2015 but there is significant opportunity over time.

Strong adjusted free cash flow that drives returns to shareholders through a more balanced scale business with over $350 million plus of EBITDA annually

Platform for scale M&A to enhance business profile and provide upside through synergies and cash flow per share accretion

Rapid deleveraging results in transfer of value from debt to equity holders

Highly diversified product, package and channel mix

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

4C’s philosophy concentrating on Customers, Costs, Capex and most importantly Cash

The combination of a broadly stable cash flow generation within our traditional business and furtheracquisition based diversification alongside DS Services’ integration, synergies & expansion strengthens

Cott’s financial performance and should drive valuation improvement.

2015 Adjusted FCF Yield % (1)

Source: Bloomberg, FactSet and Company data. Public market data as at December 31, 2015 (Cott share price of US$10.99).1 Adjusted free cash flow defined as cash flow from operations less capital expenditures. 2 High cash flow consumer peer group includes B&G Foods, Campbell, Pinnacle Foods, Post, Smucker’s, Synder’s-Lance, Spectrum Brands and TreeHouse. 3 Route based services peer group includes G&K Services, Unifirst, ABM Industries, Chemed, ServiceMaster, Cintas and Aramark. 4 Bottlers peer group includes National Beverage, A.G. Barr, Coca-Cola Bottling, Britvic, Coca-Cola Amatil, Coca-Cola Enterprises and Coca-Cola Femsa.

“COT is among the cheapest names in our coverage on an EV/EBITDA basis and offers a 13% FCF yield, which is more than twice our

coverage average of 5%.“

Analyst Commentary (September 2015)

(2)

(3) (4)

Page 15: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Appendix

Page 16: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Foreign Exchange and Adjusted EBITDA

Canadian Dollar Movement (1) and Estimated FX Headwind on EBITDA (2)

1 2015 represents actual quarterly average foreign exchange rates. 2016 rates represent Bloomberg’s forecasted rates as of 2/18/16.2 Management estimate as of 2/18/16.

0.7

0.75

0.8

0.85

0.9

Q1 Q2 Q3 Q4

2015 2016

$3 - $4$4 - $5

$2 - $3$0 - $1

1.4

1.45

1.5

1.55

1.6

Q1 Q2 Q3 Q42015 2016

$1 - $2$0 - $1$1 - $2 $0 - $1

British Pound Sterling Movement (1) and Estimated FX Headwind on EBITDA (2)

Full Year EBITDA is expected to grow 3% to 4% but will be impacted by approximately $15 million dollars of negative EBITDA headwinds which will occur predominantly in the first half of 2016.

Page 17: Enter Presentation Title Here - cott.com · CIBC 2016 Retail & Consumer Conference March 30, 2016. 2 Safe Harbor Statements Forward Looking Statements: This presentation contains

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Adjusted Free Cash Flow Yield – Cott Corporation 2015

Source: Cott Management

NON-GAAP - ADJUSTED FREE CASH FLOW YIELD

(in millions of U.S. dollars)

Unaudited

($ in millions, except for per share amount) As of January 2, 2016

Stock Price $10.99

Total Shares Outstanding 109.7

Equity Market Capitalization $1,205.6

Year Ended

January 2, 2016

Net cash provided by operating activities $254.6

Less: Capital expenditures (110.8)

Free Cash Flow $143.80

Plus:

DSS integration capital expenditures 5.3

Acquisition and integration cash costs 13.9

Cash collateral(1) (29.4)

Adjusted Free Cash Flow $133.60

Divided by: Equity Market Capitalization $1,205.60

Adjusted Free Cash Flow Yield 11.1%

1 In connection with the DSS Acquisition, $29.4 million was required to cash collateralize certain DSS self-insurance programs. The $29.4 million was funded with borrowings against our ABL facility, and the cash collateral is included within prepaid and other current assets on our Consolidated Balance Sheet at January 3, 2015. Subsequent to January 3, 2015 additional letters of credit were issued from our available ABL facility capacity, and the cash collateral was returned to the Company, which was used to repay a portion of our outstanding ABL facility.