8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 17, 2007

COTT CORPORATION

(Exact name of registrant as specified in its charter)

CANADA	000-19914	None
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

207 Queen’s Quay West, Suite 340 Toronto, Ontario, Canada	M5J 1A7
4211 W. Boy Scout Boulevard, Suite 290 Tampa, Florida, United States	33607
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(416) 203-3989
	(813) 313-1800

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On July 17, 2007, Cott Corporation (“the Company”) entered into a Third Amendment to its senior secured credit facilities that provide for financing in the United States, Canada, the United Kingdom, and Mexico (the “Credit Facilities”). The Credit Facilities allow for revolving credit borrowings in a principal amount of up to $225,000,000 under two separate facilities: (1) a $220,000,000 multicurrency facility made by certain lenders to the Company and its indirect wholly-owned subsidiaries, and (2) a $5,000,000 Mexican facility being made by a certain lender to the Company’s indirect 90% owned subsidiary Cott Embottelladores de Mexico, S.A. de C.V. Wachovia Bank, National Association acts as administrative agent and securities trustee for the lenders under the Credit Facilities. The Third Amendment, effective June 29, 2007, adjusts the maximum total leverage ratio that is required to be maintained under the Credit Facilities for the period from April 1, 2007 through and including September 30, 2007 from 3.00 to 1.00 to 4.00 to 1.00. A conforming change was made to align the covenants in the Receivables Purchase Agreement originally entered into as of April 1, 2005 among the Company, Cott USA Receivables Corporation, Cott Beverages Inc., Park Avenue Receivables Company, LLC and JPMorgan Chase Bank, N.A.

Item 2.02. Results of Operations and Financial Condition.

     On July 19, 2007, Cott Corporation (the “Company”) issued a press release reporting the Company’s financial results for the three month period ended June 30, 2007. This press release is furnished herewith as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits

          99.1 Press release dated July 19, 2007.

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 hereunto duly authorized.

	COTT CORPORATION
Date: July 19, 2007	By:	/s/ Juan Figuereo
		Juan Figuereo
		Chief Financial Officer

EXHIBIT INDEX

Number	Description
99.1	Press release dated July 19, 2007.

EX-99.1

Exhibit 99.1

Press Release

COTT REPORTS Q2 RESULTS

• Reported earnings per share of $0.07

• $9.1 million in restructuring and other charges for the new customer development & solutions teams and office consolidation

• Gross margin of 12.0%

• International business unit delivers another quarter of strong revenue growth, up 14.3% over prior year Q2

(All information in U.S. dollars)

TORONTO, July 19, 2007 — Cott Corporation (NYSE:COT; TSX:BCB), the world’s largest retailer brand soft drink provider, announced today its results for the second quarter ended June 30, 2007.

SECOND QUARTER CONSOLIDATED RESULTS
Second quarter volume was 340.3 million eight-ounce equivalent cases, down 6.4% compared to the second quarter of 2006. The decline was primarily driven by North America, due to the continued declines in the carbonated soft drink segment, ongoing product rationalization, and the impact of increased pricing by some U.S. customers. Revenues in the quarter were $498.4 million, down slightly from $502.0 million in the second quarter of the prior fiscal year. Excluding the impact of foreign exchange, revenues declined 2.6% compared to the prior year period.

Second quarter gross margin was 12.0%, compared to 14.4% in the prior year second quarter. The decline was the result of high ingredient and packaging costs in the quarter which were not offset by sufficient pricing, as well as short-term increases in operating costs related to the transition of production out of recently-closed plants.

Net income in the second quarter was $4.7 million (or $0.07 per diluted share), compared to $7.6 million (or $0.11 per diluted share) in the second quarter of 2006.

Key Indicators At-A-Glance
	2nd Quarter						Year-to-Date
	2007			2006			2007			2006
Volume (8oz MM)		340.3			363.6			658.1			658.6
Revenue ($MM)	$	498.4		$	502.0		$	898.7		$	896.2
Gross Margin		12.0	%		14.4	%		12.6	%		13.9	%
Restructuring, Assets Impairment & Other Charges ($MM)	$	9.1		$	0.7		$	9.4		$	5.7
Operating Income ($MM)	$	6.2		$	23.0		$	21.8		$	30.7
Reported EPS	$	0.07		$	0.11		$	0.13		$	0.08

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Press Release

“Continued weakness in the North American carbonated soft drink segment and higher commodity costs, which we were not able to offset with pricing until just after the end of the quarter, impacted our overall results,” said Brent Willis, Cott’s Chief Executive Officer. “We are disappointed in the second quarter, but we have taken the right actions for full—year performance, including price increases across the U.S. and Mexico, additional headcount and cost reduction initiatives, and the right investments in sales, marketing, distribution and our international business.”

SECOND QUARTER BUSINESS UNIT HIGHLIGHTS
North American revenues declined 5.3% when compared to the second quarter of 2006, due to continued softness in the carbonated soft drink segment, product rationalization and pricing which lagged ingredient and packaging cost increases in the quarter.

The International business unit continued to deliver strong revenue growth, up 14.3% compared to the same period last year. The U.K., Europe and Mexico businesses each contributed double-digit growth in revenues to drive the strong performance of the International business unit on both the top and bottom lines.

“Execution of our new product and new channel expansion is progressing well and we are strengthening our retailer partnerships with the recently announced creation of customer development and solutions teams in our North American business,” added Willis. “We expect these teams to accelerate the positive indicators we are already seeing in increased promotional activity with many of our top 10 customers.”

“Our international business continues to grow and we are building a strong team to support it, most recently with the hiring of a General Manager for our business in China and the filling of key positions in international marketing and business development.”

OTHER SECOND QUARTER FINANCIAL INFORMATION
Selling, general and administrative (SG&A) expenses decreased 8.2% to $44.7 million, as compared to $48.7 million in last year’s second quarter. Excluding executive transition costs of $6.3 million in the prior year quarter, SG&A increased 5.4%. The increase was primarily due to costs associated with the Company’s increased selling expenses in North America, the investment in people in the International business unit, and key actions to continue the business turnaround, including the office consolidation and creation of customer development and solutions teams in North America.

Cott recorded an income tax benefit of $4.6 million in the quarter, compared to a provision of $6.8 million in the prior year quarter. The tax recovery was favorably impacted in the second quarter by tax benefits arising from inter-company debt structures.

Second quarter operating income was $6.2 million, compared to $23 million in the prior year second quarter. Restructuring and other charges in the quarter amounted to $9.1 million, compared to $0.7 million in the second quarter of last year.

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Press Release

YEAR-TO-DATE PERFORMANCE
On a year-to-date basis, volume and revenues were flat compared to the same period in the prior year. North American volume and revenue declines were offset by gains in the International business unit, especially in the U.K. where growth continued to be robust. When foreign exchange is excluded, first half revenues declined 1.5%.

Gross margin for the first half of 2007 was 12.6% compared to 13.9% in 2006, primarily due to higher ingredient and packaging costs. Selling, general and administrative (SG&A) expenses decreased in the first six months of the year to $82.3 million, compared to $88.6 million in the same period last year. Excluding one time executive transition costs in 2006 of $6.3 million, year-to-date SG&A was flat when compared to prior year.

Year-to-date operating income was $21.8 million, compared to $30.7 million in the first six months of the prior year. Restructuring, asset impairments and other charges in the period were $9.4 million, compared to $5.7 million in the prior year.

Net income in the first six months of the year was $9.5 million or $0.13 per diluted share, compared to $5.5 million or $0.08 per diluted share in the first half of 2006.

PROGRESS IN KEY STRATEGIC AREAS
Cott continued to make progress in the quarter in its three key areas of strategic focus, and in its key organizational enabler:

1. Lowest cost producer

• The Company announced anticipated annualized savings of approximately $8 million as a result of further organizational restructuring and headcount reduction associated with the realignment of the North American business

2. Retailers’ best partner

• Cott announced the formation of a new North American structure which more closely aligns resources to key customer needs. New customer development and solutions teams will provide integrated service dedicated to specific customer needs and opportunities providing streamlined processes and greater accountability

• Price increases were successfully implemented in the U.S. and Mexico to take effect in July and recover higher than anticipated ingredients and packaging costs

• The U.K.’s second aseptic line was fully commissioned and the Company has successfully introduced a new “clean” (all natural) beverage line for a key customer

3. Innovation pipeline

• During the quarter, Cott began production of the new 1L Red Rain format, scheduled to be at retail in Canada in July. Cott is the first energy drink manufacturer in Canada to launch this new take-home package, building on the Company’s success with the format in Europe.

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Press Release

• Cott partnered with 7-Eleven Inc., a convenience store chain in the U.S., to introduce “Buzz Cola”, a limited-time tie-in with the launch of the The Simpsons Movie

High-performance, world class organization

• During the quarter, the Company announced the addition of two new positions dedicated to expanding business in new products and new channels. Dave Vautrin was appointed Vice President of Innovation and joined Cott with a strong entrepreneurial background in the beverage industry as the founder of Pacific Beverages, a highly successful company that launched powdered Chai Tea. Polly Dolan joined Cott as Vice President of New Channels, bringing extensive sales experience from Enzymatic Therapy Inc., Ralston Purina and Clorox

• The first General Manager for Cott’s China business was hired during the quarter. Keith Ma joined Cott from Honeywell with previous experience in the Coca-Cola Company

• The Company announced the final phase of consolidating its executive team in Tampa, Florida and the consolidation of remaining employees from its Queen’s Quay headquarters to its plant in Mississauga

PERFORMANCE AGAINST BUSINESS MODEL
Although second quarter results were below the Company’s previously communicated business model targets, first-half results were more in line. With the new products that have recently been authorized by major customers across all channels, and the additional cost-savings and other benefits accruing from the customer development and solutions teams in North America, the Company expects improved performance.

“On a full-year basis, we remain confident that we will achieve our long-term business model targets. We continue to expect volume and revenue growth to be on the lower end and operating income growth to be on the upper end of the targets,” added Willis.

Second Quarter Results Conference Call
Cott Corporation will host a conference call today, Thursday, July 19, at approximately 10 AM ET to discuss second quarter financial results.

For those who wish to listen to the presentation, there is a listen-only, dial-in telephone line, which can be accessed as follows:

North America:	(800) 732-9303
International:	(416) 644-3415

Webcast
To access Cott’s second quarter conference call with analysts over the Internet, please visit the Company’s website at http://www.cott.com. Please log on 15 minutes early to register, download, and install any necessary audio/video software. For those who are

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Press Release

unable to access the live broadcast, a replay of both events will be available at Cott’s website until August 1, 2007.

About Cott Corporation
Cott Corporation is one of the world’s largest non-alcoholic beverage companies and the world’s largest retailer brand soft drink company. The Company commercializes its business in over 60 countries worldwide, with its principal markets being the United States, Canada, the United Kingdom and Mexico. Cott markets or supplies over 200 retailer and licensed brands, and Company-owned brands including Cott, RC, Vintage, Vess and So Clear. Its products include carbonated soft drinks, sparkling and flavored waters, energy drinks, sports drinks, juices, juice drinks and smoothies, ready-to-drink teas, and other non-carbonated beverages. The Company’s website is www.cott.com. The brand names and trademarks referenced in this press release are trademarks of Cott Corporation, its affiliated companies, our customers, or other third parties.

Safe Harbor Statements
This press release contains or refers to forward-looking statements reflecting management’s current expectations regarding future results of operations, economic performance, financial condition and achievements of the Company. The forward-looking statements are based on the assumption that volume and revenue will be consistent with historical trends, that margins will improve through a balance of revenue realization and cost containment, and that interest rates will remain constant and debt levels will decline, and, in the case of the statements relating to new product introductions and capacity increases, on 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. Forward-looking statements, specifically those concerning future performance such as those relating to the success of the Company’s measures to increase volume and revenue, reduce costs and increase operating income, obtain capacity increases, and introduce new products are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Company’s filings with the appropriate securities commissions, and include, without limitation, stability of procurement costs for raw and packaging materials, the Company’s ability to restore plant efficiencies and reduce logistics and other costs, adverse weather conditions, competitive activities by other brand beverage manufacturers, the Company’s ability to develop new products that appeal to consumer tastes, the Company’s ability to identify acquisition candidates, successfully consummate acquisitions and integrate acquired businesses into its operations, fluctuations in currency versus the U.S. dollar, the uncertainties of litigation and regulatory review, loss of key customers and retailers’ continued commitment to their Company-supplied beverage programs. The foregoing list of factors is not exhaustive. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

(Financial tables in Exhibits 1-5 attached)

COTT CONTACTS:

Media Relations
Kerry Morgan	Tel: (416) 203-5613

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Press Release

Investor Relations
Edmund O’Keeffe	Tel: (416) 203-5617

6

COTT CORPORATION	EXHIBIT 1
CONSOLIDATED STATEMENTS OF INCOME
(in millions of US dollars except per share amounts, US GAAP)
Unaudited

	For the three months ended						For the six months ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006
Revenue	$	498.4		$	502.0		$	898.7		$	896.2
Cost of sales		438.8			429.7			785.6			771.2
Gross profit		59.6			72.3			113.1			125.0
Selling, general and administrative expenses		44.7			48.7			82.3			88.6
Gain on disposal of property, plant & equipment		(0.4	)		(0.1	)		(0.4	)		—
Restructuring, asset impairments and other charges
Restructuring		9.1			0.2			9.4			1.8
Asset impairments (recovery)		—			(0.1	)		—			1.3
Other		—			0.6			—			2.6
Operating income		6.2			23.0			21.8			30.7
Other income, net		(2.6	)		—			(2.3	)		(0.2	)
Interest expense, net		7.9			7.5			15.7			15.7
Minority interest		0.8			1.1			1.5			2.1
Income before income taxes		0.1			14.4			6.9			13.1
Income tax (recovery) expense		(4.6	)		6.8			(2.6	)		7.6
Net income	$	4.7		$	7.6		$	9.5		$	5.5
Volume - 8 oz equivalent cases		340.3			363.6			658.1			658.6
- Filled Beverage		236.9			250.6			429.8			450.5
Net income per common share
Basic	$	0.07		$	0.11		$	0.13		$	0.08
Diluted	$	0.07		$	0.11		$	0.13		$	0.08
Weighted average outstanding shares
Basic		71,831,122			71,714,322			71,791,338			71,713,361
Diluted		71,859,562			71,760,373			71,827,217			71,757,702

COTT CORPORATION	EXHIBIT 2
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of US dollars, US GAAP)
Unaudited

	For the three months ended						For the six months ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006
Operating Activities
Net income	$	4.7		$	7.6		$	9.5		$	5.5
Depreciation and amortization		17.7			19.1			35.6			38.4
Amortization of financing fees		0.2			0.2			0.5			0.5
Share-based compensation expense		2.4			1.9			4.9			4.6
Deferred income taxes		3.2			6.4			3.4			6.6
(Decrease) increase in other income tax liabilities		(0.3	)		—			0.5			—
Minority interest		0.8			1.1			1.5			2.1
Gain on disposal of property, plant & equipment		(0.4	)		(0.1	)		(0.4	)		—
Asset impairments (recovery)		—			(0.1	)		—			1.3
Other non-cash items		0.7			0.2			1.0			0.5
Net change in non-cash working capital		(33.2	)		(15.6	)		(45.3	)		(31.4	)
Cash (used in) provided by operating activities		(4.2	)		20.7			11.2			28.1
Investing Activities
Additions to property, plant and equipment		(20.1	)		(8.4	)		(36.3	)		(16.7	)
Additions to intangibles and other assets		(1.3	)		(3.3	)		(1.7	)		(5.7	)
Proceeds from disposal of property, plant and equipment		0.6			0.8			0.8			1.5
Cash used in investing activities		(20.8	)		(10.9	)		(37.2	)		(20.9	)
Financing Activities
Payments of long-term debt		(0.4	)		(0.3	)		(1.6	)		(0.5	)
Short-term borrowings		26.3			(9.7	)		22.1			(16.7	)
Distributions to subsidiary minority shareowner		(0.7	)		(0.7	)		(1.3	)		(1.8	)
Other financing activities		(0.1	)		—			(0.2	)		(0.1	)
Cash provided by (used in) financing activities		25.1			(10.7	)		19.0			(19.1	)
Effect of exchange rate changes on cash		0.1			(0.1	)		—			—
Net increase (decrease) in cash		0.2			(1.0	)		(7.0	)		(11.9	)
Cash, beginning of period		6.2			10.8			13.4			21.7
Cash, end of period	$	6.4		$	9.8		$	6.4		$	9.8

COTT CORPORATION	EXHIBIT 3
CONSOLIDATED BALANCE SHEETS
(in millions of US dollars, US GAAP)
Unaudited

	June 30, 2007			December 30, 2006
ASSETS
Current assets
Cash	$	6.4		$	13.4
Accounts receivable		241.1			187.0
Income taxes recoverable		25.6			17.8
Inventories		157.8			131.2
Prepaid and other expenses		11.3			10.3
Deferred income taxes		12.9			11.7
		455.1			371.4
Property, plant and equipment		384.0			360.2
Goodwill		162.5			158.4
Intangibles and other assets		240.1			250.7
Deferred income taxes		12.5			—
	$	1,254.2		$	1,140.7
LIABILITIES AND SHAREOWNERS’ EQUITY
Current liabilities
Short-term borrowings	$	133.0		$	107.7
Current maturities of long-term debt		2.0			2.0
Accounts payable and accrued liabilities		226.3			186.5
		361.3			296.2
Long-term debt		276.1			275.2
Deferred income taxes		53.3			48.2
Other tax liabilities		34.5			11.5
		725.2			631.1
Minority interest		21.1			20.9
Shareowners’ equity
Capital stock		274.5			273.4
Restricted shares		(0.6	)		(0.7	)
Additional paid-in-capital		29.9			29.8
Retained earnings		174.0			168.7
Accumulated other comprehensive income		30.1			17.5
		507.9			488.7
	$	1,254.2		$	1,140.7

COTT CORPORATION	EXHIBIT 4
SEGMENT INFORMATION
(in millions of US dollars, US GAAP)
Unaudited

	For the three months ended					For the six months ended
	June 30, 2007			July 1, 2006		June 30, 2007		July 1, 2006
Revenue
North America	$	364.5		$	384.9	$	660.1	$	695.9
International		133.9			117.1		238.6		200.3
	$	498.4		$	502.0	$	898.7	$	896.2
Operating income
North America	$	(7.0	)	$	12.9	$	3.6	$	18.0
International		13.2			10.1		18.2		12.7
		6.2			23.0		21.8		30.7

COTT CORPORATION	EXHIBIT 5
SUPPLEMENTARY INFORMATION — NON GAAP MEASURES (cont’d)
(in millions of US dollars, except per share amounts)
Unaudited

Change in revenue excluding foreign exchange

	For the three months ended									For the six months ended
	June 30, 2007									June 30, 2007
	Cott			North America			International			Cott			North America			International
Change in revenue	$	(3.6	)	$	(20.4	)	$	16.8		$	2.5		$	(35.8	)	$	38.3
Impact of foreign exchange		(9.7	)		(1.4	)		(8.3	)		(16.3	)		(0.8	)		(15.5	)
Change excluding foreign exchange	$	(13.3	)	$	(21.8	)	$	8.5		$	(13.8	)	$	(36.6	)	$	22.8
Percentage change excluding foreign exchange		(3	%)		(6	%)		7	%		(2	%)		(5	%)		11	%