##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 28, 2008   Commission file number 0-9286
  
 (Exact name of registrant as
    specified in its charter)
  Delaware

56-0950585(State or other jurisdiction of
    
    incorporation or organization)

(I.R.S. Employer
    Identification Number)   4100
    Coca-Cola
    Plaza, Charlotte, North Carolina 28211
  (Address of principal executive
    offices) (Zip Code)
  (704)
    557-4400
  (Registrants telephone
    number, including area code)
    Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $1.00 Par Value

The Nasdaq Stock Market LLC      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    Market Value as ofJune 27, 2008Common Stock, $l.00 Par Value

$181,074,096Class B Common Stock, $l.00 Par Value

*   *
    
    No market exists for the shares of
    Class B Common Stock, which is neither registered under
    Section 12 of the Act nor subject to Section 15(d) of
    the Act. The Class B Common Stock is convertible into
    Common Stock on a share-for-share basis at the option of the
    holder.    Outstanding as ofClass

February 28, 2009Common Stock, $1.00 Par Value


7,141,447Class B Common Stock, $1.00 Par Value


2,021,882   Documents
    Incorporated by Reference
  Portions of Proxy Statement to be filed pursuant to
    Section 14 of the Exchange Act with respect to the 2009
    Annual Meeting of Stockholders


Part III, Items 10-14




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##### 





Table of
    Contents
   
 PagePart IItem 1.

Business


1Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


16Item 2.

Properties


16Item 3.

Legal Proceedings


17Item 4.

Submission of Matters to a Vote of Security
    Holders


17Executive Officers of the Company


17PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


20Item 6.

Selected Financial Data


22Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


50Item 8.

Financial Statements and Supplementary Data


51Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


98Item 9A.

Controls and Procedures


98Item 9B.

Other Information


98PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


99Item 11.

Executive Compensation


99Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


99Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


99Item 14.

Principal Accountant Fees and Services


99PART IVItem 15.

Exhibits and Financial Statement Schedules


100Signatures


107EX-10.32EX-12EX-21EX-23EX-31.1EX-31.2EX-32




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##### Table of Contents



PART I  Item 1.
    Business  Introduction
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  General
    
    Sparkling beverages  primarily beverages with
    carbonation, including energy drinks; and
    Still beverages  primarily beverages without
    carbonation, including bottled water, tea, ready-to-drink
    coffee, enhanced water, juices and sports drinks.    Coca-Cola Coca-Cola
  Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
     1




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##### Table of Contents



Coca-Cola
  The Coca-Cola CompanySparkling Beverages



Products Licensed(Including Energy



by Other Beverage

Company OwnedProducts)

Still Beverages

Companies

ProductsCoca-Cola
    classic
    Diet CokeCoca-Cola
    Zero
    Sprite
    Fanta Flavors
    Sprite Zero
    Mello Yello
    Vault
    Coke Cherry
    Seagrams Ginger Ale
    Coke Zero Cherry
    Diet Coke Plus
    Diet Coke Splenda
    Vault Zero
    Fresca
    Pibb Xtra
    Barqs Root Beer
    Tab
    Full Throttle
    NOS©

smartwater
    vitaminwater
    vitaminenergy
    Dasani
    Dasani Flavors
    Dasani Plus
    POWERade
    Minute Maid Adult
      Refreshments
    Minute Maid Juices
      To Go
    Nestea
    Gold Peak tea
    FUZE
    V8 juice products
      from Campbell

Dr Pepper
    Diet Dr Pepper
    Sundrop
    Cinnabon Premium
      Coffee Lattes
    Monster Energy
      products

Tum-E Yummies
    Country Breeze tea
    diet Country Breeze tea   Beverage
    Agreements
  Coca-Cola Coca-Cola
  Cola and Allied Beverage Agreements with The
    Coca-Cola
    Company. Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Cola
    Beverage Agreements with The
    Coca-Cola
    Company .
  Exclusivity. Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
 2




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##### Table of Contents



Company Obligations.
  
    maintain such plant and equipment, staff and distribution, and
    vending facilities as are capable of manufacturing, packaging,
    and distributing
    Coca-Cola
    Trademark Beverages in accordance with the Cola Beverage
    Agreements and in sufficient quantities to satisfy fully the
    demand for these beverages in its territories;
    undertake adequate quality control measures and maintain
    sanitation standards prescribed by The
    Coca-Cola
    Company;
    develop, stimulate and satisfy fully the demand for
    Coca-Cola
    Trademark Beverages in its territories;
    use all approved means and spend such funds on advertising and
    other forms of marketing as may be reasonably required to
    satisfy that objective; and
    maintain such sound financial capacity as may be reasonably
    necessary to ensure its performance of its obligations to The
    Coca-Cola
    Company.  Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
  Acquisition of Other Bottlers. Coca-Cola Coca-Cola Coca-Cola
  Term and Termination. Coca-Cola
  
    production, sale or ownership in any entity which produces or
    sells any cola product not authorized by The
    Coca-Cola
    Company; or a cola product that might be confused with or is an
    imitation of the trade dress, trademark, tradename or authorized
    container of a cola product of The
    Coca-Cola
    Company;
    insolvency, bankruptcy, dissolution, receivership, or the like;
    any disposition by the Company of any voting securities of any
    bottling company subsidiary without the consent of The
    Coca-Cola
    Company; and
    any material breach of any of its obligations under that Cola
    Beverage Agreement that remains unresolved for 120 days
    after written notice by The
    Coca-Cola
    Company. 3




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##### Table of Contents



Coca-Cola
  No Assignments. Coca-Cola
  Allied
    Beverage Agreements with The
    Coca-Cola
    Company.
  Coca-Cola Coca-Cola
  Exclusivity. Coca-Cola Coca-Cola Coca-Cola
  Term and Termination. Coca-Cola
  
    insolvency, bankruptcy, dissolution, receivership, or the like;
    termination of a Cola Beverage Agreement by either party for any
    reason; or
    any material breach of any of the Companys obligations
    under the Allied Beverage Agreement that remains unresolved for
    120 days after required prior written notice by The
    Coca-Cola
    Company.  Pricing. Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
 4




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##### Table of Contents



Supplementary
    Agreement Relating to Cola and Allied Beverage Agreements with
    The
    Coca-Cola
    Company.
  Coca-Cola Coca-Cola
  
    exercise good faith and fair dealing in its relationship with
    the Company under the Cola and Allied Beverage Agreements;
    offer marketing funding support and exercise its rights under
    the Cola and Allied Beverage Agreements in a manner consistent
    with its dealings with comparable bottlers;
    offer to the Company any written amendment to the Cola and
    Allied Beverage Agreements (except amendments dealing with
    transfer of ownership) which it offers to any other bottler in
    the United States; and
    subject to certain limited exceptions, sell syrups and
    concentrates to the Company at prices no greater than those
    charged to other bottlers which are parties to contracts
    substantially similar to the Cola and Allied Beverage Agreements.    Still
    Beverage Agreements with The
    Coca-Cola
    Company.
  Coca-Cola
  Exclusivity. Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Pricing. Coca-Cola Coca-Cola
  Term.
  Other
    Beverage Agreements with The
    Coca-Cola
    Company.
  Coca-Cola
 5




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##### Table of Contents



10-year 12-month Coca-Cola Coca-Cola
  Coca-Cola
  Post-Mix Rights and Sales to Other
    Bottlers. Coca-Cola Coca-Cola Coca-Cola
  Brand Innovation Agreement with The
    Coca-Cola
    Company. Coca-Cola Coca-Cola
  Beverage
    Agreements with Other Licensors.
        Markets
    and Production and Distribution Facilities
  Coca-Cola
 6




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##### Table of Contents



North Carolina.
  South Carolina.
  South Alabama.
  South Georgia.
  Middle Tennessee.
  Western Virginia.
  West Virginia.
  Coca-Cola
  Raw
    Materials
  Coca-Cola
   7




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##### Table of Contents



Coca-Cola
    Coca-Cola Coca-Cola Coca-Cola Coca-Cola
    Coca-Cola
  Customers
    and Marketing
    Coca-Cola Coca-Cola © Coca-Cola Coca-Cola
 8




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##### Table of Contents



Coca-Cola
  Coca-Cola
    Seasonality
    Competition
  and/or 7-Up
    Government Regulation
    Coca-Cola
 9




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##### Table of Contents



Environmental
    Remediation
    Employees
    Exchange
    Act Reports
  www.cokeconsolidated.com Form 10-K, Form 10-Q, Form 8-K www.sec.gov
  1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Form 10-K,
 10




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The
    Company may not be able to respond successfully to changes in
    the marketplace.
    Changes
    in how significant customers market or promote the
    Companys products could reduce revenue.
    Changes
    in public and consumer preferences related to nonalcoholic
    beverages could reduce demand for the Companys products
    and reduce profitability.
    The
    Companys sales can be impacted by the health and stability
    of the general economy.
    Miscalculation
    of the Companys need for infrastructure investment could
    impact the Companys financial results.
   11




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##### Table of Contents



The
    Companys inability to meet requirements under its beverage
    agreements could result in the loss of distribution
    rights.
  Coca-Cola
  Material
    changes in, or the Companys inability to satisfy, the
    performance requirements for marketing funding support, or
    decreases from historic levels of marketing funding support,
    could reduce the Companys profitability.
  Coca-Cola Coca-Cola
  Changes
    in The
    Coca-Cola
    Companys and other beverage companies levels of
    advertising, marketing spending and product innovation could
    reduce the Companys sales volume.
  Coca-Cola Coca-Cola
  The
    inability of the Companys aluminum can or plastic bottle
    suppliers to meet the Companys purchase requirements could
    reduce the Companys profitability.
    The
    inability of the Company to offset higher raw material costs
    with higher selling prices, increased
    bottle/can
    volume or reduced expenses could have an adverse impact on the
    Companys profitability.
  Coca-Cola
   12




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Sustained
    increases in fuel prices or the inability of the Company to
    secure adequate supplies of fuel could have an adverse impact on
    the Companys profitability.
    Sustained
    increases in workers compensation, employment practices
    and vehicle accident costs could reduce the Companys
    profitability.
    Sustained
    increases in the cost of employee benefits could reduce the
    Companys profitability.
    Product
    liability claims brought against the Company or product recalls
    could negatively affect the Companys business, financial
    results and brand image.
    Technology
    failures could disrupt the Companys operations and
    negatively impact the Companys business.
   13




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Changes
    in interest rates could adversely affect the profitability of
    the Company.
    The
    Companys credit rating could be negatively impacted by The
    Coca-Cola
    Company.
  Coca-Cola and/or Coca-Cola
  Changes
    in legal contingencies could adversely impact the Companys
    future profitability.
    Legislative
    changes that affect the Companys distribution and
    packaging could reduce demand for the Companys products or
    increase the Companys costs.
    Additional
    taxes resulting from tax audits could adversely impact the
    Companys future profitability.
    Natural
    disasters and unfavorable weather could negatively impact the
    Companys future profitability.
    Issues
    surrounding labor relations could adversely impact the
    Companys future profitability and/or its operating
    efficiency.
   14




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The
    Companys ability to change distribution methods and
    business practices could be negatively affected by United States
    bottler system disputes.
  Coca-Cola Coca-Cola Coca-Cola
  Managements
    use of estimates and assumptions could have a material effect on
    reported results.
    The
    Company has experienced public policy challenges regarding the
    sale of soft drinks in schools, particularly elementary, middle
    and high schools.
    Recent
    volatility in the financial market may negatively impact the
    Companys ability to access the credit
    markets.
  and/or
  The
    concentration of the Companys capital stock ownership with
    the Harrison family limits other stockholders ability to
    influence corporate matters.
   15




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties                        Production
    Facilities
  PercentageLocation

Utilization *Charlotte, North Carolina


65
%Mobile, Alabama


47
%Nashville, Tennessee


66
%Roanoke, Virginia


71
%    *
    
    Estimated 2009 production divided by capacity (based on
    operations of 6 days per week and 20 hours per day). 16




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##### Table of Contents



Sales
    Distribution Facilities
  Number ofRegion

FacilitiesNorth Carolina


15South Carolina


5South Alabama


4South Georgia


4Middle Tennessee


4Western Virginia


4West Virginia


8Total


44       Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of the Company
    J. FRANK HARRISON, III
  WILLIAM B. ELMORE
 17




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##### Table of Contents



HENRY W. FLINT
  STEVEN D. WESTPHAL
  WILLIAM J. BILLIARD
  ROBERT G. CHAMBLESS
  CLIFFORD M. DEAL, III
  NORMAN C. GEORGE
  JAMES E. HARRIS,
  KEVIN A. HENRY
 18




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##### Table of Contents



UMESH M. KASBEKAR
  MELVIN F. LANDIS, III
  LAUREN C. STEELE
 19




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Fiscal Year2008


2007High


Low


High


LowFirst quarter

$
62.20


$
54.38


$
68.65


$
52.62Second quarter


62.13



38.30



58.50



49.78Third quarter


44.03



31.41



60.95



50.10Fourth quarter


46.65



35.00



64.19



53.95                 Coca-Cola
 20




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##### Table of Contents



Coca-Cola Coca-Cola Coca-Cola Coca-Cola
    CUMULATIVE
    TOTAL RETURN
 Based upon an initial investment of $100 on December 26,
    2003
 with dividends reinvested
  
  12/26/03


12/31/04


12/30/05


12/29/06


12/28/07


12/26/08Coca-Cola
    Bottling Co. Consolidated (CCBCC)


$
100



$
110



$
85



$
136



$
118



$
89S&P 500


$
100



$
111



$
116



$
135



$
142



$
90Old Peer Group


$
100



$
100



$
105



$
118



$
149



$
102New Peer Group


$
100



$
97



$
103



$
116



$
146



$
102  21




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##### Table of Contents



Item 6.
    Selected
    Financial Data    SELECTED
    FINANCIAL DATA*
  Fiscal Year**In thousands (except per share data)

2008


2007


2006


2005


2004Summary of OperationsNet sales

$
1,463,615


$
1,435,999


$
1,431,005


$
1,380,172


$
1,267,227Cost of sales


848,409



814,865



808,426



761,261



666,534Selling, delivery and administrative expenses


555,728



539,251



537,915



526,783



516,344Total costs and expenses


1,404,137



1,354,116



1,346,341



1,288,044



1,182,878Income from operations


59,478



81,883



84,664



92,128



84,349Interest expense


39,601



47,641



50,286



49,279



43,983Minority interest


2,392



2,003



3,218



4,097



3,816Income before income taxes


17,485



32,239



31,160



38,752



36,550Income taxes


8,394



12,383



7,917



15,801



14,702Net income

$
9,091


$
19,856


$
23,243


$
22,951


$
21,848Basic net income per share:Common Stock

$
.99


$
2.18


$
2.55


$
2.53


$
2.41Class B Common Stock

$
.99


$
2.18


$
2.55


$
2.53


$
2.41Diluted net income per share:Common Stock

$
.99


$
2.17


$
2.55


$
2.53


$
2.41Class B Common Stock

$
.99


$
2.17


$
2.54


$
2.53


$
2.41Cash dividends per share:Common Stock

$
1.00


$
1.00


$
1.00


$
1.00


$
1.00Class B Common Stock

$
1.00


$
1.00


$
1.00


$
1.00


$
1.00Other InformationWeighted average number of common shares outstanding:Common Stock


6,644



6,644



6,643



6,643



6,643Class B Common Stock


2,500



2,480



2,460



2,440



2,420Weighted average number of common shares outstanding 
    assuming dilution:Common Stock


9,160



9,141



9,120



9,083



9,063Class B Common Stock


2,516



2,497



2,477



2,440



2,420Year-End Financial PositionTotal assets

$
1,315,772


$
1,291,799


$
1,364,467


$
1,341,839


$
1,314,063Current portion of debt


176,693



7,400



100,000



6,539



8,000Current portion of obligations under capital leases


2,781



2,602



2,435



1,709



1,826Obligations under capital leases


74,833



77,613



75,071



77,493



79,202Long-term debt


414,757



591,450



591,450



691,450



700,039Stockholders equity


76,309



120,504



93,953



75,134



64,439    *
    
    See Managements Discussion and Analysis of Financial
    Condition and Results of Operations and the accompanying notes
    to consolidated financial statements for additional information.**
    
    All years presented are 52-week fiscal years except 2004 which
    was a 53-week year. 22




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Coca-Cola
  
    Our Business and the Nonalcoholic Beverage Industry 
    a general description of the Companys business and the
    nonalcoholic beverage industry.
    Areas of Emphasis  a summary of the Companys
    key priorities.
    Overview of Operations and Financial Condition  a
    summary of key information and trends concerning the financial
    results for the three years ended 2008.
    Discussion of Critical Accounting Policies, Estimates and New
    Accounting Pronouncements  a discussion of accounting
    policies that are most important to the portrayal of the
    Companys financial condition and results of operations and
    that require critical judgments and estimates and the expected
    impact of new accounting pronouncements.
    Results of Operations  an analysis of the
    Companys results of operations for the three years
    presented in the consolidated financial statements.
    Financial Condition  an analysis of the
    Companys financial condition as of the end of the last two
    years as presented in the consolidated financial statements.
    Liquidity and Capital Resources  an analysis of
    capital resources, cash sources and uses, investing activities,
    financing activities, off-balance sheet arrangements, aggregate
    contractual obligations and hedging activities.
    Cautionary Information Regarding Forward-Looking Statements.    Coca-Cola Coca-Cola
  Our
    Business and the Nonalcoholic Beverage Industry
  Coca-Cola Coca-Cola
  and/or 7-Up
 23




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##### Table of Contents



Fiscal YearIn thousands

2008


2007


2006Bottle/can sales:Sparkling beverages (including energy products)

$
1,011,656


$
1,007,583


$
1,009,652Still beverages


227,171



201,952



180,004Total bottle/can sales


1,238,827



1,209,535



1,189,656Other sales:Sales to other
    Coca-Cola
    bottlers


128,651



127,478



152,426Post-mix and other


96,137



98,986



88,923Total other sales


224,788



226,464



241,349Total net sales

$
1,463,615


$
1,435,999


$
1,431,005   Areas
    of Emphasis
    Revenue
    Management
    Product
    Innovation and Beverage Portfolio Expansion
  Coca-Cola ©
    Coca-Cola
 24




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##### Table of Contents



Coca-Cola Coca-Cola
  Coca-Cola
  Distribution
    Cost Management
      
    bulk delivery for large supermarkets, mass merchandisers and
    club stores;
    advanced sale delivery for convenience stores, drug stores,
    small supermarkets and on-premises accounts; and
    full service delivery for its full service vending customers.    Productivity
      Overview
    of Operations and Financial Condition
        
    a $2.0 million pre-tax charge for a
    mark-to-market
    adjustment related to the Companys fuel hedging program; 25




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
    a $14.0 million pre-tax charge to freeze the Companys
    liability to the Central States, Southeast and Southwest Areas
    Pension Fund (Central States), a multi-employer
    pension fund, while preserving the pension benefits previously
    earned by Company employees covered by the plan and the expense
    to settle a strike by the employees covered by this plan;
    a $4.6 million pre-tax charge for restructuring expense
    related to the Companys plan initiated in the third
    quarter of 2008 to reorganize the structure of its operating
    units and support services, which resulted in the elimination of
    approximately 350 positions; and
    a $2.6 million credit adjustment to pre-tax income to
    increase the Companys equity investment in a plastic
    bottle cooperative.    
    a $2.8 million pre-tax charge related to a simplification
    of the Companys operating management structure and
    reduction in workforce.    
    a $4.9 million credit to income tax expense related to
    agreements with two state tax authorities to settle certain
    prior tax positions.  Fiscal YearIn thousands (except per share data)

2008


2007


2006Net sales

$
1,463,615


$
1,435,999


$
1,431,005Gross margin


615,206



621,134



622,579S,D&A expenses


555,728



539,251



537,915Income from operations


59,478



81,883



84,664Interest expense


39,601



47,641



50,286Income before income taxes


17,485



32,239



31,160Income taxes


8,394



12,383



7,917Net income


9,091



19,856



23,243Basic net income per share:Common Stock

$
.99


$
2.18


$
2.55Class B Common Stock

$
.99


$
2.18


$
2.55Diluted net income per share:Common Stock

$
.99


$
2.17


$
2.55Class B Common Stock

$
.99


$
2.17


$
2.54   Coca-Cola
    Coca-Cola
   26




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##### Table of Contents



Dec. 28,


Dec. 30,


Dec. 31,In thousands

2008


2007


2006Debt

$
591,450


$
598,850


$
691,450Capital lease obligations


77,614



80,215



77,506Total debt and capital lease obligations


669,064



679,065



768,956Less: Cash and cash equivalents


45,407



9,871



61,823Total net debt and capital lease obligations(1)

$
623,657


$
669,194


$
707,133   (1)
    
    The non-GAAP measure Total net debt and capital lease
    obligations is used to provide investors with additional
    information which management believes is helpful in the
    evaluation of the Companys capital structure and financial
    leverage.  Discussion
    of Critical Accounting Policies, Estimates and New Accounting
    Pronouncements
  Critical
    Accounting Policies and Estimates
      Allowance
    for Doubtful Accounts
     27




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##### Table of Contents



Property,
    Plant and Equipment
      Franchise
    Rights
  Coca-Cola
  Impairment
    Testing of Franchise Rights and Goodwill
        
    market value, using the Companys stock price plus
    outstanding debt;
    discounted cash flow analysis; and
    multiple of earnings before interest, taxes, depreciation and
    amortization based upon relevant industry data.   28




---



##### Table of Contents



Income
    Tax Estimates
    and/or
  FIN 48-1, FIN 48-1)
  Risk
    Management Programs
    Pension
    and Postretirement Benefit Obligations
   29




---



##### Table of Contents



In thousands

.25% Increase


.25% Decrease(Decrease) increase in:Projected benefit obligation at December 28, 2008

$
(7,354
)

$
7,804Net periodic pension cost in 2008


(426
)


841          30




---



##### Table of Contents



In thousands

.25% Increase


.25% DecreaseIncrease (decrease) in:Postretirement benefit obligation at December 28, 2008

$
(882
)

$
922Service cost and interest cost in 2008


8



(9
)     In thousands

1% Increase


1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at December 28, 2008

$
4,230


$
(3,675
)Service cost and interest cost in 2008


377



(327
)   New
    Accounting Pronouncements
  Recently
    Adopted Pronouncements
    SFAS No. 157-2,
      No. 157-3, (FSP 157-3). FSP 157-3
 31




---



##### Table of Contents



FAS 140-4 (FSP 140-4). FSP 140-4 FSP 140-4 FSP 140-4
  Recently
    Issued Pronouncements
        No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3,
  No. 133-1 FIN 45-4, (FSP 133-1). FSP 133-1 FSP 133-1 FSP 133-1,
   32




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##### Table of Contents



Results
    of Operations
  2008
    Compared to 2007
    Fiscal YearIn thousands (except per share data)

2008


2007


Change


% ChangeNet sales

$
1,463,615


$
1,435,999


$
27,616



1.9Gross margin


615,206
(1)


621,134



(5,928
)


(1.0
)S,D&A expenses


555,728
(2)(3)(4)


539,251
(5)


16,477



3.1Interest expense


39,601



47,641



(8,040
)


(16.9
)Minority interest


2,392



2,003



389



19.4Income before income taxes


17,485
(1)(2)(3)(4)


32,239
(5)


(14,754
)


(45.8
)Income taxes


8,394



12,383



(3,989
)


(32.2
)Net income


9,091
(1)(2)(3)(4)


19,856
(5)


(10,765
)


(54.2
)Basic net income per share:Common Stock

$
.99


$
2.18



(1.19
)


(54.6
)Class B Common Stock

$
.99


$
2.18



(1.19
)


(54.6
)Diluted net income per share:Common Stock

$
.99


$
2.17



(1.18
)


(54.4
)Class B Common Stock

$
.99


$
2.17



(1.18
)


(54.4
)   (1)
    
    Results in 2008 included a change in estimate of
    $2.6 million (pre-tax), or $1.3 million after tax,
    regarding the Companys equity investment in a plastic
    bottle cooperative, which was reflected as a reduction in cost
    of sales.(2)
    
    Results in 2008 included restructuring costs of
    $4.6 million (pre-tax), or $2.4 million after tax,
    related to the Companys plan to reorganize the structure
    of its operating units and support services and resulted in the
    elimination of approximately 350 positions, which were reflected
    in S,D&A expenses.(3)
    
    Results in 2008 included a charge of $14.0 million
    (pre-tax), or $7.3 million after tax, to freeze the
    Companys liability to the Central States pension plan and
    to settle a strike by employees covered by this plan, while
    preserving the pension benefits previously earned by these
    employees, which was reflected in S,D&A expenses.(4)
    
    Results in 2008 included a charge of $2.0 million
    (pre-tax), or $1.0 million after tax, related to the
    Companys fuel hedging program, which was reflected in
    S,D&A expenses.(5)
    
    Results for 2007 included restructuring costs of
    $2.8 million (pre-tax), or $1.7 million after tax,
    related to the simplification of the Companys operating
    management structure to improve operating efficiencies across
    its business, which were reflected in S,D&A expenses. 33




---



##### Table of Contents



Net
    Sales
    Amount


Attributable to:(In millions)$
26.3


3.2% increase in bottle/can sales price per unit (in response to
    increases in product costs) primarily due to increased sales of
    enhanced water, which have higher per unit prices, and higher
    per unit prices of sparkling products other than energy
    products, offset by decreases in sales of higher price packages
    in higher margin channels (primarily convenience) and lower
    sales price per unit for bottled water3.3


4.8% increase in post-mix sales price per unit (in response to
    increases in product costs)3.0


.6% decrease in bottle/can volume primarily due to a decrease in
    sparkling products other than energy products and bottled water
    volume offset by an increase in enhanced water volume (higher
    per unit prices of enhanced products resulted in increased sales
    despite volume decrease)2.6


2.0% increase in bottler sales volume primarily due to increase
    in sparkling products (excluding energy) offset by decreases in
    tea products volume(8.1
)

10.4% decrease in post-mix volume(1.4
)

1.1% decrease in bottler sales price per unit primarily due to a
    decrease in energy drink volume as a percentage of total volume
    (energy drinks have a higher sales price per unit)1.9


Other$
27.6


Total increase in net sales       Bottle/Can Sales Volume


Bottle/Can Sales VolumeProduct Category

2008


2007


% Increase (Decrease)Sparkling beverages (including energy products)


84.6
%


85.1
%


(1.3
)Still beverages


15.4
%


14.9
%


2.3Total bottle/can volume


100.0
%


100.0
%


(0.6
)      34




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##### Table of Contents



Cost of
    Sales
        Amount


Attributable to:(In millions)$
38.2


Increase in costs primarily due to an increase in purchased
    products and an increase in raw material costs such as high
    fructose corn syrup and plastic bottles6.6


.6% decrease in bottle/can volume primarily due to a decrease in
    sparkling products other than energy products and bottled water
    volume offset by an increase in enhanced water volume (higher
    per unit costs of enhanced products resulted in increased cost
    despite volume decrease)2.5


2.0% increase in bottler sales volume primarily due to increase
    in sparkling products (excluding energy) offset by decreases in
    tea products volume(5.5
)

10.4% decrease in post-mix volume(4.6
)

Increase in marketing funding support received primarily from
    The
    Coca-Cola
    Company(2.6
)

Increase in equity investment in a plastic bottle cooperative(1.8
)

Decrease in bottler cost per unit primarily due to a decrease in
    energy drink volume as a percentage of total volume (energy
    drinks have a higher cost per unit)0.7


Other$
33.5


Total increase in cost of sales     Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  Gross
    Margin
   35




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(38.2
)

Increase in costs primarily due to an increase in purchased
    products and an increase in raw material costs such as high
    fructose corn syrup and plastic bottles26.3


3.2% increase in bottle/can sales price per unit (in response to
    increases in product costs) primarily due to increased sales of
    enhanced water, which have higher per unit prices, and higher
    per unit prices of sparkling products other than energy
    products, offset by decreases in sales of higher price packages
    in higher margin channels (primarily convenience) and a lower
    sales price per unit for bottled water4.6


Increase in marketing funding support received primarily from
    The Coca-Cola Company(3.6
)

.6% decrease in bottle/can volume primarily due to a decrease in
    sparkling products other than energy products and bottled water
    volume offset by an increase in enhanced water volume3.3


4.8% increase in post-mix sales price per unit (in response to
    increases in product costs)(1.4
)

1.1% decrease in bottler sales price per unit primarily due to a
    decrease in energy drink volume as a percentage of total volume
    (energy drinks have a higher sales price per unit)(2.6
)

10.4% decrease in post-mix volume2.6


Increase in equity investment in a plastic bottle cooperative3.1


Other$
(5.9
)

Total decrease in gross margin       S,D&A
    Expenses
  point-of-sale
   36




---



##### Table of Contents



Amount


Attributable to:(In millions)$
14.0


Charge to freeze the Companys liability to a
    multi-employer pension plan and settle a strike by employees
    covered by this plan7.9


Increase in fuel and other energy costs related to the movement
    of finished goods from sales distribution centers to customer
    locations(3.2
)

Decrease in employee benefit costs primarily due to lower
    pension plan costs and health insurance costs offset by
    increases in the Companys 401(k) Savings Plan contributions3.1


Increase in property and casualty insurance costs(2.6
)

Decrease in marketing costs1.9


Increase in restructuring costs(1.7
)

Decrease in depreciation costs due to decreased capital
    expenditures(2.9
)

Other$
16.5


Total increase in S,D&A expenses     mark-to-market
           37




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##### Table of Contents



Interest
    Expense
      Minority
    Interest
  Coca-Cola
  Income
    Taxes
      2007
    Compared to 2006
    Fiscal YearIn thousands (except per share data)

2007


2006


Change


% ChangeNet sales

$
1,435,999


$
1,431,005


$
4,994



.3Gross margin


621,134



622,579



(1,445
)


(.2
)S,D&A expenses


539,251
(1)


537,915



1,336



.2Interest expense


47,641



50,286



(2,645
)


(5.3
)Minority interest


2,003



3,218



(1,215
)


(37.8
)Income before income taxes


32,239
(1)


31,160



1,079



3.5Income taxes


12,383



7,917
(2)


4,466



56.4Net income


19,856
(1)


23,243
(2)


(3,387
)


(14.6
)Basic net income per share:Common Stock

$
2.18


$
2.55


$
(.37
)


(14.5
)Class B Common Stock

$
2.18


$
2.55


$
(.37
)


(14.5
)Diluted net income per share:Common Stock

$
2.17


$
2.55


$
(.38
)


(14.9
)Class B Common Stock

$
2.17


$
2.54


$
(.37
)


(14.6
)   (1)
    
    Results for 2007 included restructuring costs of
    $2.8 million (pre-tax), or $1.7 million after tax,
    related to the simplification of the Companys operating
    management structure to improve operating efficiencies across
    its business, which were reflected in S,D&A expenses.(2)
    
    Results for 2006 included a favorable adjustment of
    $4.9 million related to agreements with two state taxing
    authorities to settle certain prior tax positions resulting in
    the reduction of the valuation allowance on related deferred tax
    assets and the reduction of the liability for uncertain tax
    positions, which was reflected as a reduction of income tax
    expense. 38




---



##### Table of Contents



Net
    Sales
      Amount


Attributable to:(In millions)$
(16.4
)

10.8% decrease in volume of bottler sales primarily due to a
    decrease in volume of energy drinks offset partially by an
    increase in volume of tea products13.9


2.1% increase in bottle/can sales price per unit primarily due
    to higher net pricing for sparkling beverages offset by lower
    net pricing for bottled water(8.5
)

6.2% decrease in bottler sales price per unit primarily due to a
    decrease in energy drink volume as a percentage of total volume
    (energy drinks have higher sales price per unit)6.0


Increase in bottle/can sales due to an increase in still
    beverage volume as a percentage of total volume (still beverages
    generally have higher sales price per unit)4.2


5.8% increase in sales price per unit of post-mix3.1


Increase in delivery fees to certain customers2.7


Other$
5.0


Total increase in net sales   Coca-Cola Coca-Cola
    Bottle/Can Sales Volume


Bottle/Can Sales VolumeProduct Category

2007


2006


% Increase (Decrease)Sparkling beverages (including energy products)


85.1
%


86.7
%


(1.8
)Still beverages


14.9
%


13.3
%


12.1Total bottle/can volume


100.0
%


100.0
%


   Coca-Cola Coca-Cola © Coca-Cola
   39




---



##### Table of Contents



Cost of
    Sales
    Amount


Attributable to:(In millions)$
43.7


Increase in raw material costs (primarily aluminum packaging,
    sweetener and concentrate costs)(15.9
)

10.8% decrease in bottler sales volume primarily due to a
    decrease in volume of energy drinks offset partially by an
    increase in volume of tea products(14.0
)

Increase in marketing funding support received primarily from
    The
    Coca-Cola
    Company(9.5
)

6.2% decrease in bottler sales cost per unit primarily due to a
    decrease in energy drink volume as a percentage of total volume
    (energy drinks have higher cost per unit)5.3


Increase in bottle/can cost due to an increase in still beverage
    volume as a percentage of total volume (still beverages
    generally have higher cost per unit)(3.9
)

Decrease in manufacturing overhead costs0.7


Other$
6.4


Total increase in cost of sales     Coca-Cola
  Gross
    Margin
   40




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(43.7
)

Increase in raw material costs (primarily aluminum packaging,
    sweetener and concentrate costs)13.9


2.1% increase in bottle/can sales price per unit primarily due
    to higher net pricing for sparkling beverages offset by lower
    net pricing for water14.0


Increase in marketing funding support received primarily from
    The
    Coca-Cola
    Company3.9


Decrease in manufacturing overhead costs4.2


5.8% increase in sales price per unit of post-mix3.1


Increase in delivery fees to certain customers3.2


Other$
(1.4
)

Total decrease in gross margin   Coca-Cola
  S,D&A
    Expenses
      Amount


Attributable to:(In millions)$
5.4


Increase in employee related expenses primarily related to wage
    increases2.8


Restructuring costs related to the simplification of the
    Companys operating management structure and reduction in
    workforce in order to improve operating efficiencies(1.9
)

Decrease in property and casualty claims and insurance costs(1.6
)

Decrease in employee benefit costs primarily due to the
    amendment of the principal Company-sponsored pension plan, net
    of increases in the Companys 401(k) Savings Plan
    contributions and health insurance expenses(1.6
)

Gain on sale of aviation equipment(1.8
)

Other$
1.3


Total increase in S,D&A expenses        41




---



##### Table of Contents



Interest
    Expense
    Minority
    Interest
  Coca-Cola
  Income
    Taxes
    FIN 48-1 FIN 48-1.
    Financial
    Condition
        
    An increase in current portion of long-term debt of
    $169.3 million primarily due to the reclassification from
    long-term debt to current of $176.7 million of debentures
    which mature in May 2009 and July 2009.
    An increase in cash and cash equivalents of $35.5 million
    primarily due to cash flow from operations.
    An increase in accounts receivable, trade of $7.4 million
    due to the timing of collection of payments.
    An increase in accounts payable to The
    Coca-Cola
    Company of $23.7 million primarily due to timing of
    payments.
    A decrease in accounts payable, trade of $8.9 million
    primarily due to the timing of payments.   42




---



##### Table of Contents



Liquidity
    and Capital Resources
  Capital
    Resources
          Cash
    Sources and Uses
    43




---



##### Table of Contents



Fiscal YearIn millions

2008


2007Cash sourcesCash provided by operating activities (excluding income tax
    payments)

$
103.6


$
116.9Proceeds from the termination of interest rate swap agreements


5.1



Proceeds from the sale of property, plant and equipment


4.2



8.6Other






.1Total cash sources

$
112.9


$
125.6Cash usesCapital expenditures

$
47.9


$
48.2Investment in plastic bottle manufacturing cooperative


1.0



3.4Investment in distribution agreement


2.3



Payment of debt and capital lease obligations


10.0



95.1Income tax payments


7.0



21.4Dividends


9.1



9.1Other


.1



.4Total cash uses

$
77.4


$
177.6Increase (decrease) in cash

$
35.5


$
(52.0
)     Investing
    Activities
    Financing
    Activities
     44




---



##### Table of Contents



Long-Term DebtStandard & Poors


BBBMoodys


Baa2       Off-Balance
    Sheet Arrangements
  Coca-Cola
 45




---



##### Table of Contents



Aggregate
    Contractual Obligations
    Payments Due by Period2014 andIn thousands

Total


2009


2010-2011


2012-2013


ThereafterContractual obligations:Total debt, net of interest

$
591,450


$
176,693


$



$
150,000


$
264,757Capital lease obligations, net of interest


77,614



2,781



6,153



7,043



61,637Estimated interest on debt and capital lease obligations(1)


253,505



32,602



55,512



47,359



118,032Purchase obligations(2)


507,298



93,655



187,310



187,310



39,023Other long-term liabilities(3)


109,595



7,478



14,532



13,807



73,778Operating leases


16,259



3,258



4,257



2,281



6,463Long-term contractual arrangements(4)


26,960



7,007



11,647



7,607



699Postretirement obligations


36,832



2,291



4,811



5,200



24,530Purchase orders(5)


32,093



32,093











Total contractual obligations

$
1,651,606


$
357,858


$
284,222


$
420,607


$
588,919   (1)
    
    Includes interest payments based on contractual terms and
    current interest rates for variable rate debt.(2)
    
    Represents an estimate of the Companys obligation to
    purchase 17.5 million cases of finished product on an
    annual basis through May 2014 from South Atlantic Canners, a
    manufacturing cooperative.(3)
    
    Includes obligations under executive benefit plans, unrecognized
    income tax benefits, the liability to exit from a multi-employer
    pension plan and other long-term liabilities.(4)
    
    Includes contractual arrangements with certain prestige
    properties, athletic venues and other locations, and other
    long-term marketing commitments.(5)
    
    Purchase orders include commitments in which a written purchase
    order has been issued to a vendor, but the goods have not been
    received or the services performed.         46




---



##### Table of Contents



Hedging
    Activities
  Interest
    Rate Hedging
              Fuel
    Hedging
  mark-to-market
    mark-to-market
 47




---



##### Table of Contents



CAUTIONARY
    INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K,
  
    the Companys belief that other parties to certain
    contractual arrangements will perform their obligations;
    potential marketing funding support from The
    Coca-Cola
    Company and other beverage companies;
    the Companys belief that the risk of loss with respect to
    funds deposited with banks is minimal;
    the Companys belief that disposition of certain claims and
    legal proceedings will not have a material adverse effect on its
    financial condition, cash flows or results of operations and
    that no material amount of loss in excess of recorded amounts is
    reasonably possible;
    managements belief that the Company has adequately
    provided for any ultimate amounts that are likely to result from
    tax audits;
    managements belief that the Company has sufficient
    resources available to finance its business plan, meet its
    working capital requirements and maintain an appropriate level
    of capital spending;
    the Companys belief that the cooperatives whose debt and
    lease obligations the Company guarantees have sufficient assets
    and the ability to adjust selling prices of their products to
    adequately mitigate the risk of material loss and that the
    cooperatives will perform their obligations under their debt and
    lease agreements;
    the Companys ability to issue $300 million of
    securities under acceptable terms under its shelf registration
    statement;
    the Companys belief that certain franchise rights are
    perpetual or will be renewed upon expiration;
    the Companys key priorities which are revenue management,
    product innovation and beverage portfolio expansion,
    distribution cost management and productivity;
    the Companys expectation that new product introductions,
    packaging changes and sales promotions will continue to require
    substantial expenditures;
    the Companys belief that there is substantial and
    effective competition in each of the exclusive geographic
    territories in the United States in which it operates for the
    purposes of the United States Soft Drink Interbrand Competition
    Act;
    the Companys hypothetical calculation of the impact of a
    1% increase in interest rates on outstanding floating rate debt
    and capital lease obligations for the next twelve months as of
    December 28, 2008;
    the Companys belief that it may market and sell nationally
    certain products it has developed and owns;
    the Companys belief that cash requirements for income
    taxes will be in the range of $11 million to
    $16 million in 2009;
    the Companys anticipation that pension expense related to
    the two Company-sponsored pension plans is estimated to be
    approximately $11.5 million in 2009;
    the Companys anticipation that the suspension of the
    Retirement Saving Plan (401(k) plan) will reduce benefit costs
    by approximately $7 million in 2009;
    the Companys belief that cash contributions in 2009 to its
    two Company-sponsored pension plans will be in the range of
    $8 million to $12 million;
    the Companys belief that postretirement benefit payments
    are expected to be approximately $2.3 million in 2009; 48




---



##### Table of Contents




    the Companys expectation that additions to property, plant
    and equipment in 2009 will be in the range of $45 million
    to $60 million;
    the Companys belief that compliance with environmental
    laws will not have a material adverse effect on its capital
    expenditures, earnings or competitive position;
    the Companys belief that the demand for sugar sparkling
    beverages (other than energy products) may continue to decline;
    the Companys expectation that its overall bottle/can
    revenue will be primarily dependent upon continued growth in
    diet sparkling products, sports drinks, enhanced water and
    energy products, the introduction of new products and the
    pricing of brands and packages within channels;
    the Companys belief that the majority of its deferred tax
    assets will be realized;
    the Companys intention to renew substantially all the
    Allied Beverage Agreements and Still Beverage Agreements as they
    expire;
    the Companys beliefs and estimates regarding the impact of
    the adoption of certain new accounting pronouncements;
    the Companys belief that innovation of new brands and
    packages will continue to be critical to the Companys
    overall revenue;
    the Companys beliefs that the growth prospects of
    Company-owned or exclusive licensed brands appear promising and
    the cost of developing, marketing and distributing these brands
    may be significant;
    the Companys expectation that unrecognized tax benefits
    may be reduced over the next 12 months as a result of tax
    audits;
    the Companys expectation that it will use cash flow
    generated from operations, its $200 million facility and
    potentially other sources, including bank borrowings or issuance
    of debentures or equity securities, to repay or refinance
    debentures maturing in May 2009 and July 2009;
    the Companys belief that all of the banks participating in
    the Companys $200 million facility have the ability
    to and will meet any funding requests from the Company;
    the Companys belief that the reorganization of its
    operating units and support services and its workforce reduction
    plan was completed by the end of 2008, that the majority of cash
    expenditures were incurred in 2008 and the Companys
    anticipation of substantial annual savings from the plan;
    the Companys belief that it is competitive in its
    territories with respect to the principal methods of competition
    in the nonalcoholic beverage industry; and
    the Companys estimate that a 10% increase in the market
    price of certain commodities over the current market prices
    would cumulatively increase costs during the next 12 months
    by approximately $22 million assuming flat volume.     49




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Debt and
    Derivative Financial Instruments
      Raw
    Material and Commodity Prices
      Effect of
    Changing Prices
   50




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal YearIn thousands (except per share data)

2008


2007


2006Net sales

$
1,463,615


$
1,435,999


$
1,431,005Cost of sales


848,409



814,865



808,426Gross margin


615,206



621,134



622,579Selling, delivery and administrative expenses


555,728



539,251



537,915Income from operations


59,478



81,883



84,664Interest expense


39,601



47,641



50,286Minority interest


2,392



2,003



3,218Income before income taxes


17,485



32,239



31,160Income taxes


8,394



12,383



7,917Net income

$
9,091


$
19,856


$
23,243Basic net income per share:Common Stock

$
.99


$
2.18


$
2.55Weighted average number of Common Stock shares outstanding


6,644



6,644



6,643Class B Common Stock

$
.99


$
2.18


$
2.55Weighted average number of Class B Common Stock shares
    outstanding


2,500



2,480



2,460Diluted net income per share:Common Stock

$
.99


$
2.17


$
2.55Weighted average number of Common Stock shares
    outstanding  assuming dilution


9,160



9,141



9,120Class B Common Stock

$
.99


$
2.17


$
2.54Weighted average number of Class B Common Stock shares
    outstanding  assuming dilution


2,516



2,497



2,477    51




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
  Dec. 28,


Dec. 30,In thousands (except share data)

2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
45,407


$
9,871Accounts receivable, trade, less allowance for doubtful accounts
    of $1,188 and $1,137, respectively


99,849



92,499Accounts receivable from The
    Coca-Cola
    Company


3,454



3,800Accounts receivable, other


12,990



7,867Inventories


65,497



63,534Prepaid expenses and other current assets


21,121



20,758Total current assets


248,318



198,329Property, plant and equipment,net


338,156



359,930Leased property under capital leases, net


66,730



70,862Other assets


33,937



35,655Franchise rights,net


520,672



520,672Goodwill,net


102,049



102,049Other identifiable intangible assets, net


5,910



4,302Total

$
1,315,772


$
1,291,799    52




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
  Dec. 28,


Dec. 30,2008


2007LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt

$
176,693


$
7,400Current portion of obligations under capital leases


2,781



2,602Accounts payable, trade


42,383



51,323Accounts payable to The
    Coca-Cola
    Company


35,311



11,597Other accrued liabilities


57,504



54,511Accrued compensation


23,285



23,447Accrued interest payable


8,139



8,417Total current liabilities


346,096



159,297Deferred income taxes


139,338



168,540Pension and postretirement benefit obligations


107,005



32,758Other liabilities


107,037



93,632Obligations under capital leases


74,833



77,613Long-term debt


414,757



591,450Total liabilities


1,189,066



1,123,290Commitments and Contingencies (Note 13)Minority interest


50,397



48,005Stockholders equity:Convertible Preferred Stock, $100.00 par value:Authorized-50,000 shares; Issued-NoneNonconvertible Preferred Stock, $100.00 par value:Authorized-50,000 shares; Issued-NonePreferred Stock, $.01 par value:Authorized-20,000,000 shares; Issued-NoneCommon Stock, $1.00 par value:Authorized-30,000,000 shares; Issued-9,706,051 shares


9,706



9,706Class B Common Stock, $1.00 par value:Authorized-10,000,000 shares; Issued-3,127,766 and
    3,107,766 shares, respectively


3,127



3,107Class C Common Stock, $1.00 par value:Authorized-20,000,000 shares; Issued-NoneCapital in excess of par value


103,582



102,469Retained earnings


79,021



79,227Accumulated other comprehensive loss


(57,873
)


(12,751
)137,563



181,758Less-Treasury stock, at cost:Common Stock-3,062,374 shares


60,845



60,845Class B Common Stock-628,114 shares


409



409Total stockholders equity


76,309



120,504Total

$
1,315,772


$
1,291,799    53




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal YearIn thousands

2008


2007


2006Cash Flows from Operating ActivitiesNet income

$
9,091


$
19,856


$
23,243Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation expense


67,572



67,881



67,334Amortization of intangibles


701



445



550Deferred income taxes


559



(4,165
)


(7,030
)Losses on sale of property, plant and equipment


159



445



1,340Provision for liabilities to exit multi-employer pension plan


14,012







Amortization of debt costs


2,449



2,678



2,638Stock compensation expense


1,130



1,171



929Amortization of deferred gains related to terminated interest
    rate agreements


(2,160
)


(1,698
)


(1,689
)Minority interest


2,392



2,003



3,218Decrease in current assets less current liabilities


5,912



1,947



5,863Decrease in other noncurrent assets


627



1,058



3,585Increase (decrease) in other noncurrent liabilities


(5,635
)


3,854



2,736Other


(180
)


23



180Total adjustments


87,538



75,642



79,654Net cash provided by operating activities


96,629



95,498



102,897Cash Flows from Investing ActivitiesAdditions to property, plant and equipment


(47,866
)


(48,226
)


(63,179
)Proceeds from the sale of property, plant and equipment


4,231



8,566



2,454Investment in plastic bottle manufacturing cooperative


(968
)


(3,377
)


(2,338
)Investment in distribution agreement


(2,309
)






Other










(243
)Net cash used in investing activities


(46,912
)


(43,037
)


(63,306
)Cash Flows from Financing ActivitiesPayment of current portion of long-term debt






(100,000
)


(39
)Proceeds (payment) of lines of credit, net


(7,400
)


7,400



(6,500
)Cash dividends paid


(9,144
)


(9,124
)


(9,103
)Excess tax benefits from stock-based compensation


3



173



Principal payments on capital lease obligations


(2,602
)


(2,435
)


(1,696
)Proceeds from termination of interest rate swap agreements


5,142







Other


(180
)


(427
)


(38
)Net cash used in financing activities


(14,181
)


(104,413
)


(17,376
)Net increase (decrease) in cash


35,536



(51,952
)


22,215Cash at beginning of year


9,871



61,823



39,608Cash at end of year

$
45,407


$
9,871


$
61,823Significant non-cash investing and financing activitiesIssuance of Class B Common Stock in connection with stock
    award

$
1,171


$
929


$
860Capital lease obligations incurred






5,144



    54




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  AccumulatedClass B


Capital in





OtherCommon


Common


Excess of


Retained


Comprehensive


TreasuryIn thousands

Stock


Stock


Par Value


Earnings


Loss


Stock


TotalBalance on January 1, 2006

$
9,705


$
3,068


$
99,376


$
54,355


$
(30,116
)

$
(61,254
)

$
75,134Comprehensive income:Net income














23,243











23,243Net change in minimum pension liability adjustment, net of tax


















5,442







5,442Total comprehensive income


























28,685Adjustment to initially apply SFAS No. 158, net of tax


















(2,552
)






(2,552
)Cash dividends paidCommon ($1.00 per share)














(6,643
)










(6,643
)Class B Common ($1.00 per share)














(2,460
)










(2,460
)Issuance of 20,000 shares of Class B Common Stock






20



840















860Stock compensation expense










929















929Balance on December 31, 2006

$
9,705


$
3,088


$
101,145


$
68,495


$
(27,226
)

$
(61,254
)

$
93,953Comprehensive income:Net income














19,856











19,856Foreign currency translation adjustments, net of tax


















23







23Pension and postretirement benefit adjustment, net of tax


















14,452







14,452Total comprehensive income


























34,331Cash dividends paidCommon ($1.00 per share)














(6,644
)










(6,644
)Class B Common ($1.00 per share)














(2,480
)










(2,480
)Issuance of 20,000 shares of Class B Common Stock






20



(20
)














Stock compensation expense










1,344















1,344Conversion of Class B CommonStock into Common Stock


1



(1
)


















Balance on December 30, 2007

$
9,706


$
3,107


$
102,469


$
79,227


$
(12,751
)

$
(61,254
)

$
120,504Comprehensive income:Net income














9,091











9,091Foreign currency translation adjustments, net of tax


















(9
)






(9
)Pension and postretirement benefit adjustment, net of tax


















(44,999
)






(44,999
)Total comprehensive income


























(35,917
)Adjustment to change measurement date for
    SFAS No. 158, net of tax














(153
)


(114
)






(267
)Cash dividends paidCommon ($1.00 per share)














(6,644
)










(6,644
)Class B Common ($1.00 per share)














(2,500
)










(2,500
)Issuance of 20,000 shares of Class B Common Stock






20



(20
)














Stock compensation expense










1,133















1,133Balance on December 28, 2008

$
9,706


$
3,127


$
103,582


$
79,021


$
(57,873
)

$
(61,254
)

$
76,309    55




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Significant
    Accounting Policies  Coca-Cola Coca-Cola
            Cash
    and Cash Equivalents
    Credit
    Risk of Trade Accounts Receivable
    Inventories
  first-in,
  Property,
    Plant and Equipment
   56




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      Leased
    Property Under Capital Leases
    Internal
    Use Software
    Franchise
    Rights and Goodwill
        
    market value, using the Companys stock price plus
    outstanding debt;
    discounted cash flow analysis; and
    multiple of earnings before interest, taxes, depreciation and
    amortization based upon relevant industry data.       57




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   Other
    Identifiable Intangible Assets
    Pension
    and Postretirement Benefit Plans
            Income
    Taxes
       58




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Revenue
    Recognition
    Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
    Marketing
    Programs and Sales Incentives
  Coca-Cola agreed-upon and/or Coca-Cola
  Marketing
    Funding Support
  Coca-Cola
  No. 02-16 Coca-Cola
  Derivative
    Financial Instruments
     59




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Interest
    Rate Hedges
    
    Identifying and matching of the hedging instrument and the
    hedged item to ensure that significant features coincide such as
    maturity dates and interest reset dates;
    Identifying the nature of the risk being hedged and the
    Companys intent for undertaking the hedge;
    Assessing the hedging instruments effectiveness in
    offsetting the exposure to changes in the hedged items
    fair value or variability to cash flows attributable to the
    hedged risk;
    Assessing evidence that, at the hedges inception and on an
    ongoing basis, it is expected that the hedging relationship will
    be highly effective in achieving an offsetting change in the
    fair value or cash flows that are attributable to the hedged
    risk; and
    Maintaining a process to review all hedges on an ongoing basis
    to ensure continued qualification for hedge accounting.        Fuel
    Hedges
   60




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Risk
    Management Programs
    Cost
    of Sales
    Selling,
    Delivery and Administrative Expenses
    Shipping
    and Handling Costs
      Restricted
    Stock with Contingent Vesting
     61




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      Net
    Income Per Share
    (a)
    Income from continuing operations (net income) is
    reduced by the amount of dividends declared in the current
    period for each class of stock and by the contractual amount of
    dividends that must be paid for the current period.  (b)
    The remaining earnings (undistributed earnings) are
    allocated to Common Stock and Class B Common Stock to the
    extent that each security may share in earnings as if all of the
    earnings for the period had been distributed. The total earnings
    allocated to each security is determined by adding together the
    amount allocated for dividends and the amount allocated for a
    participation feature.  (c)
    The total earnings allocated to each security is then divided by
    the number of outstanding shares of the security to which the
    earnings are allocated to determine the earnings per share for
    the security.  (d)
    Basic and diluted earnings per share (EPS) data are
    presented for each class of common stock.         62




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      2.
    Piedmont
    Coca-Cola
    Bottling Partnership  Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola
  3.
    Inventories    Dec. 28,


Dec. 30,In thousands

2008


2007Finished products

$
36,418


$
37,649Manufacturing materials


12,620



9,198Plastic shells, plastic pallets and other inventories


16,459



16,687Total inventories

$
65,497


$
63,534   4.
    Property,
    Plant and Equipment    Dec. 28,


Dec. 30,


EstimatedIn thousands

2008


2007


Useful LivesLand

$
12,167


$
12,280Buildings


109,384



110,721



10-50 yearsMachinery and equipment


118,934



106,180



5-20 yearsTransportation equipment


176,084



174,882



4-17 yearsFurniture and fixtures


38,254



38,350



4-10 yearsCold drink dispensing equipment


319,188



323,629



6-13 yearsLeasehold and land improvements


60,142



60,023



5-20 yearsSoftware for internal use


59,786



51,681



3-10 yearsConstruction in progress


4,891



6,635Total property, plant and equipment, at cost


898,830



884,381Less: Accumulated depreciation and amortization


560,674



524,451Property, plant and equipment, net

$
338,156


$
359,930  63




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    5.
    Leased
    Property Under Capital Leases    Dec. 28,


Dec. 30,


EstimatedIn thousands

2008


2007


Useful LivesLeased property under capital leases

$
88,619


$
88,619



3-29 yearsLess: Accumulated amortization


21,889



17,757Leased property under capital leases, net

$
66,730


$
70,862     6.
    Franchise
    Rights and Goodwill    Dec. 28,


Dec. 30,In thousands

2008


2007Franchise rights

$
677,769


$
677,769Goodwill


155,487



155,487Franchise rights and goodwill


833,256



833,256Less: Accumulated amortization


210,535



210,535Franchise rights and goodwill, net

$
622,721


$
622,721       7.
    Other
    Identifiable Intangible Assets    Dec. 28,


Dec. 30,


EstimatedIn thousands

2008


2007


Useful LivesOther identifiable intangible assets

$
8,909


$
6,599



1-20 yearsLess: Accumulated amortization


2,999



2,297Other identifiable intangible assets, net

$
5,910


$
4,302    64




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  8.
    Other
    Accrued Liabilities    Dec. 28,


Dec. 30,In thousands

2008


2007Accrued marketing costs

$
9,001


$
6,787Accrued insurance costs


17,132



14,228Accrued taxes (other than income taxes)


374



502Employee benefit plan accruals


8,626



9,933Checks and transfers yet to be presented for payment from zero
    balance cash account


11,074



13,279All other accrued expenses


11,297



9,782Total other accrued liabilities

$
57,504


$
54,511   9.
    Debt    Interest


Interest

Dec. 28,


Dec. 30,In thousands

Maturity


Rate


Paid

2008


2007Lines of Credit


2008






Varies

$



$
7,400Debentures


2009



7.20
%

Semi-annually


57,440



57,440Debentures


2009



6.375
%

Semi-annually


119,253



119,253Senior Notes


2012



5.00
%

Semi-annually


150,000



150,000Senior Notes


2015



5.30
%

Semi-annually


100,000



100,000Senior Notes


2016



5.00
%

Semi-annually


164,757



164,757591,450



598,850Less: Current portion of debt












176,693



7,400Long-term debt











$
414,757


$
591,450     In thousands2009

$
176,6932010


2011


2012


150,0002013


Thereafter


264,757Total debt

$
591,450    65




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
                10.
    Derivative
    Financial Instruments   66




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      Dec. 28, 2008


Dec. 30, 2007Notional


Remaining


Notional


RemainingIn thousands

Amount


Term


Amount


TermInterest rate swap agreement-floating









$
50,000



1.4 yearsInterest rate swap agreement-floating










50,000



1.5 yearsInterest rate swap agreement-floating










50,000



4.9 yearsInterest rate swap agreement-floating










25,000



1.3 yearsInterest rate swap agreement-floating










25,000



7.2 yearsInterest rate swap agreement-floating










25,000



4.9 years           11.
    Fair
    Values of Financial Instruments    Cash
    and Cash Equivalents, Accounts Receivable and Accounts
    Payable
    Public
    Debt Securities
   67




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Non-Public
    Variable Rate Debt
    Deferred
    Compensation Plan Assets
    Derivative
    Financial Instruments
    Letters
    of Credit
      Dec. 28, 2008


Dec. 30, 2007Carrying


Fair


Carrying


FairIn thousands

Amount


Value


Amount


ValuePublic debt securities

$
591,450


$
559,963


$
591,450


$
575,833Non-public variable rate debt










7,400



7,400Interest rate swap agreements










(2,337
)


(2,337
)Deferred compensation plan assets


5,446



5,446



6,386



6,386Fuel hedging agreements


1,985



1,985



(340
)


(340
)Letters of credit






19,274







21,389       SFAS No. 157-2,
 68




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
            In thousands

Level 1


Level 2AssetsDeferred compensation plan assets

$
5,446Fuel hedging agreements





$
1,985LiabilitiesDeferred compensation plan liabilities

$
5,446       12. Other
    Liabilities
    Dec. 28,


Dec. 30,In thousands

2008


2007Accruals for executive benefit plans

$
77,299


$
75,438Other


29,738



18,194Total other liabilities

$
107,037


$
93,632      69




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    20-year
      13.
    Commitments
    and Contingencies     70




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    In thousands

Capital Leases


Operating Leases


Total2009

$
9,743


$
3,258


$
13,0012010


9,733



2,356



12,0892011


9,856



1,901



11,7572012


9,983



1,219



11,2022013


10,155



1,062



11,217Thereafter


152,106



6,463



158,569Total minimum lease payments


201,576


$
16,259


$
217,835Less: Amounts representing interest


123,962Present value of minimum lease payments


77,614Less: Current portion of obligations under capital leases


2,781Long-term portion of obligations under capital leases

$
74,833       Coca-Cola
       71




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
            14.
    Income
    Taxes    Fiscal YearIn thousands

2008


2007


2006Current:Federal

$
7,661


$
16,393


$
14,359State


174



155



588Total current provision

$
7,835


$
16,548


$
14,947Deferred:Federal

$
(177
)

$
(5,589
)

$
(4,881
)State


736



1,424



(2,149
)Total deferred provision (benefit)

$
559


$
(4,165
)

$
(7,030
)Income tax expense

$
8,394


$
12,383


$
7,917  72




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Fiscal YearIn thousands

2008


2007


2006Statutory expense

$
6,120


$
11,283


$
10,906State income taxes, net of federal benefit


762



1,404



1,357Change in reserve for uncertain tax positions


1,228



309



(1,673
)Valuation allowance change


(286
)


(269
)


(2,637
)Manufacturing deduction benefit


(490
)


(1,120
)


(595
)Meals and entertainment


740



597



701Other, net


320



179



(142
)Income tax expense

$
8,394


$
12,383


$
7,917   FIN 48-1, FIN 48-1). FIN 48-1 FIN 48-1 FIN 48-1,
    Fiscal YearIn thousands

2008


2007Gross unrecognized tax benefits at the beginning of the year

$
7,258


$
11,384Increase in the unrecognized tax benefit as a result of tax
    positions taken during a prior period


938



370Decrease in the unrecognized tax benefits principally related to
    temporary differences as a result of tax positions taken in a
    prior period


(133
)


(4,656
)Increase in the unrecognized tax benefits as a result of tax
    positions taken in the current period


240



459Change in the unrecognized tax benefits relating to settlements
    with taxing authorities






Reduction to unrecognized tax benefits as a result of a lapse of
    the applicable statute of limitations


(303
)


(299
)Gross unrecognized tax benefits at the end of the year

$
8,000


$
7,258  73




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
        No. FAS 109-1, (FAS 109-1), FAS 109-1 FAS 109-1
       74




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Dec. 28,


Dec. 30,In thousands

2008


2007Intangible assets

$
120,956


$
119,991Depreciation


66,513



66,417Investment in Piedmont


40,152



37,578Pension (nonunion)


11,550



7,364Debt exchange premium


2,726



3,217Inventory


5,550



5,558Gross deferred income tax liabilities


247,447



240,125Net operating loss carryforwards


(10,565
)


(12,535
)Deferred compensation


(31,594
)


(30,284
)Postretirement benefits


(14,567
)


(14,534
)Termination of interest rate agreements


(2,791
)


(1,618
)Capital lease agreements


(3,939
)


(3,306
)Pension (union)


(4,262
)


(53
)Other


(6,157
)


(3,856
)Gross deferred income tax assets


(73,875
)


(66,186
)Valuation allowance for deferred tax assets


535



822Total deferred income tax liability


174,107



174,761Net current deferred income tax liability (asset)


(3,081
)


(2,253
)Net noncurrent deferred income tax liability before
    accumulated other comprehensive income


177,188



177,014Deferred taxes recognized in other comprehensive income


(37,850
)


(8,474
)Net noncurrent deferred income tax liability

$
139,338


$
168,540     and/or
   75




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  15.
    Accumulated
    Other Comprehensive Income (Loss)      Application ofDec. 30,


SFAS No. 158


Pre-tax


Tax


Dec. 28,In thousands

2007


After tax(1)


Activity


Effect


2008Net pension activity:Actuarial loss

$
(12,684
)

$
23


$
(72,660
)

$
28,604


$
(56,717
)Prior service costs


(55
)


1



16



(7
)


(45
)Net postretirement benefits activity:Actuarial loss


(9,928
)


141



253



(91
)


(9,625
)Prior service costs


9,833



(275
)


(1,784
)


685



8,459Transition asset


60



(4
)


(25
)


10



41Foreign currency translation adjustment


23







(17
)


8



14Total

$
(12,751
)

$
(114
)

$
(74,217
)

$
29,209


$
(57,873
)   (1)
    
    See Note 17 of the consolidated financial statements for
    additional information.  Dec. 31,


Pre-tax


Tax


Dec. 30,In thousands

2006


Activity


Effect


2007Net pension activity:Actuarial loss

$
(24,673
)

$
19,771


$
(7,782
)

$
(12,684
)Prior service costs


(31
)


(39
)


15



(55
)Net postretirement benefits activity:Actuarial loss (gain)


(13,512
)


5,910



(2,326
)


(9,928
)Prior service costs


10,915



(1,784
)


702



9,833Transition asset


75



(25
)


10



60Foreign currency translation adjustment






37



(14
)


23Total

$
(27,226
)

$
23,870


$
(9,395
)

$
(12,751
)     16.
    Capital
    Transactions  sm
   76




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      Coca-Cola
         77




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    AnnualShares


Grant-Date


CompensationYear

Awarded


Price


Expense2006


20,000


$
46.45


$
929,0002007


20,000



58.53



1,170,6002008


20,000



56.50



1,130,000         Coca-Cola
  17.
    Benefit
    Plans  Adopted
    Pronouncement
    Prior toRecording


Minimum


Before





AfterMinimum Pension


Pension


Application





ApplicationLiability


Liability


of SFAS





of SFASIn thousands

Adjustment


Adjustment


No. 158


Adjustments


No. 158Other accrued liabilities

$
3,328


$



$
3,328


$



$
3,328Pension and postretirement benefit obligations


62,524



(8,977
)


53,547



4,210



57,757Deferred income taxes


160,817



3,535



164,352



(1,658
)


162,694Total liabilities


1,227,402



(5,442
)


1,221,960



2,552



1,224,512Accumulated other comprehensive loss


(30,116
)


5,442



(24,674
)


(2,552
)


(27,226
)Total stockholders equity


91,063



5,442



96,505



(2,552
)


93,953  78




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Before





AfterApplication of





Application ofIn thousands

SFAS No. 158


Adjustment


SFAS No. 158Pension and postretirement benefit obligations

$
32,758


$
434


$
33,192Deferred income taxes


168,540



(167
)


168,373Total liabilities


1,123,290



267



1,123,557Retained earnings


79,227



(153
)


79,074Accumulated other comprehensive loss


(12,751
)


(114
)


(12,865
)Total stockholders equity


120,504



(267
)


120,237   Pension
    Plans
  35-year
      Changes
    in Projected Benefit Obligation
  Fiscal YearIn thousands

2008


2007Projected benefit obligation at beginning of year

$
175,592


$
185,804Service cost(1)


89



78Interest cost(1)


11,706



10,536Actuarial (gain) loss(1)


8,292



(15,091
)Benefits paid(1)


(6,696
)


(5,798
)Change in plan provisions






63Projected benefit obligation at end of year

$
188,983


$
175,592   (1)
    
    2008 amounts are for the 13 month period from the 2007
    measurement date (November 30) to the 2008 year-end.   79




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Change in
    Plan Assets
  In thousands

2008


2007Fair value of plan assets at beginning of year

$
173,099


$
163,808Actual return on plan assets(1)


(50,034
)


15,089Employer contributions(1)


150



Benefits paid(1)


(6,696
)


(5,798
)Fair value of plan assets at end of year

$
116,519


$
173,099   (1)
    
    2008 amounts are for the 13 month period from the 2007
    measurement date (November 30) to the 2008 year-end.  Funded
    Status
  Dec. 28,


Dec. 30,In thousands

2008


2007Projected benefit obligation

$
(188,983
)

$
(175,592
)Plan assets at fair value


116,519



173,099Net funded status

$
(72,464
)

$
(2,493
)   Amounts
    Recognized in the Consolidated Balance Sheets
  Dec. 28,


Dec. 30,In thousands

2008


2007Current liabilities

$



$
(2,493
)Noncurrent liabilities


(72,464
)


Net amount recognized

$
(72,464
)

$
(2,493
)   Net
    Periodic Pension Cost
  Fiscal YearIn thousands

2008


2007


2006Service cost

$
82


$
78


$
5,386Interest cost


10,806



10,536



10,377Expected return on plan assets


(13,641
)


(12,899
)


(12,106
)Amortization of prior service cost


16



24



24Recognized net actuarial loss


444



2,490



4,444Net periodic pension cost (income)

$
(2,293
)

$
229


$
8,125  80




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Significant
    Assumptions Used
  2008


2007


2006Projected benefit obligation at the measurement date:Discount rate


6.00
%


6.25
%


5.75
%Weighted average rate of compensation increase


N/A



N/A



N/ANet periodic pension cost for the fiscal year:Discount rate


6.25
%


5.75
%


5.75
%Weighted average expected long-term rate of return on plan assets


8.00
%


8.00
%


8.00
%Weighted average rate of compensation increase


N/A



N/A



4.00
%   Cash
    Flows
  In thousandsAnticipated future pension benefit payments for the fiscal years:2009

$
6,0802010


6,4002011


6,7332012


7,1712013


7,6962014  2018


45,776     Plan
    Assets
    WeightedAverageExpectedTarget


Percentage of Plan


Long-TermAllocation


Assets at Fiscal Year-End


Rate of2009


2008


2007


Return - 2008U.S. large capitalization equity securities


40
%


42
%


47
%


3.9
%U.S. small/mid-capitalization equity securities


10
%


4
%


5
%


0.5
%International equity securities


15
%


12
%


15
%


1.4
%Debt securities


35
%


42
%


33
%


2.2
%Total


100
%


100
%


100
%


8.0
%    81




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  tm tm tm
    Retirement
    Savings Plan  401(k) Plan
      Postretirement
    Benefits
   82




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Fiscal YearIn thousands

2008


2007Benefit obligation at beginning of year

$
35,437


$
39,724Service cost(1)


638



425Interest cost(1)


2,681



2,209Plan participants contributions(1)


675



523Actuarial loss (gain)(1)


678



(4,680
)Benefits paid(1)


(3,368
)


(2,840
)Medicare Part D subsidy reimbursement


91



76Benefit obligation at end of year

$
36,832


$
35,437Fair value of plan assets at beginning of year

$



$
Employer contributions(1)


2,602



2,241Plan participants contributions(1)


675



523Benefits paid(1)


(3,368
)


(2,840
)Medicare Part D subsidy reimbursement


91



76Fair value of plan assets at end of year

$



$
   (1)
    
    2008 amounts are for the 15 month period from the 2007
    measurement date (September 30) to the 2008 year-end.  Dec. 28,


Dec. 30,In thousands

2008


2007Contributions between measurement date and fiscal year-end

$



$
502Benefit obligation


(36,832
)


(35,437
)Accrued liability

$
(36,832
)

$
(34,935
)Current liabilities

$
(2,291
)

$
(2,177
)Noncurrent liabilities


(34,541
)


(32,758
)Accrued liability at end of year

$
(36,832
)

$
(34,935
)     Fiscal YearIn thousands

2008


2007


2006Service cost

$
511


$
425


$
332Interest cost


2,145



2,209



2,227Amortization of unrecognized transitional assets


(25
)


(25
)


(25
)Recognized net actuarial loss


916



1,220



1,355Amortization of prior service cost


(1,784
)


(1,784
)


(1,784
)Net periodic postretirement benefit cost

$
1,763


$
2,045


$
2,105  83




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Significant
    Assumptions Used
  2008


2007


2006Benefit obligation at the measurement date:Discount rate


6.25
%


6.25
%


5.75
%Net periodic postretirement benefit cost for the fiscal year:Discount rate


6.25
%


5.75
%


5.50
%       In thousands

1% Increase


1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at December 28, 2008

$
4,230


$
(3,675
)Service cost and interest cost in 2008


377



(327
)   Cash
    Flows
  In thousandsAnticipated future postretirement benefit payments reflecting
    expected future service for the fiscal years:2009

$
2,2912010


2,3612011


2,4512012


2,5852013


2,6142014  2018


14,002    84




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Dec. 30,


Application of


Actuarial


Reclassification


Dec. 28,In thousands

2007


SFAS No. 158


Loss


Adjustments


2008Pension Plans:Actuarial loss

$
(21,114
)

$
39


$
(73,103
)

$
443


$
(93,735
)Prior service costs


(90
)


1







16



(73
)Postretirement Medical:Actuarial loss


(16,372
)


228



(664
)


917



(15,891
)Prior service costs


16,216



(447
)






(1,784
)


13,985Transition asset


98



(6
)






(25
)


67$
(21,262
)

$
(185
)

$
(73,767
)

$
(433
)

$
(95,647
)     Pension


PostretirementIn thousands

Plans


Medical


TotalActuarial loss

$
9,355


$
872


$
10,227Prior service cost (credit)


12



(1,784
)


(1,772
)Transitional asset






(25
)


(25
)$
9,367


$
(937
)

$
8,430   Multi-Employer
    Benefits
      18.
    Related
    Party Transactions  Coca-Cola Coca-Cola
 85




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  Fiscal YearIn millions

2008


2007


2006Payments by the Company for concentrate, syrup, sweetener and
    other purchases

$
362.5


$
334.9


$
341.7Marketing funding support payments to the Company


42.9



38.1



23.3Payments by the Company net of marketing funding support

$
319.6


$
296.8


$
318.4Payments by the Company for customer marketing programs

$
48.6


$
44.2


$
46.6Payments by the Company for cold drink equipment parts


7.1



5.7



6.0Fountain delivery and equipment repair fees paid to the Company


10.4



9.3



8.8Presence marketing support provided by The
    Coca-Cola
    Company on the Companys behalf


4.0



4.3



4.2Sales of finished products to The
    Coca-Cola
    Company


6.3



26.1



40.9   Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola
   86




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Fiscal YearIn millions

2008


2007


2006Minimum rentals

$
4.7


$
4.6


$
4.5Contingent rentals


(.9
)


(.4
)


(.5
)Total rental payments

$
3.8


$
4.2


$
4.0         Fiscal YearIn millions

2008


2007


2006Minimum rentals

$
3.5


$
3.6


$
3.2Contingent rentals


.2







.6Total rental payments

$
3.7


$
3.6


$
3.8      87




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    19.
    Net Sales
    by Product Category    Fiscal YearIn thousands

2008


2007


2006Bottle/can sales:Sparkling beverages (including energy products)

$
1,011,656


$
1,007,583


$
1,009,652Still beverages


227,171



201,952



180,004Total bottle/can sales


1,238,827



1,209,535



1,189,656Other sales:Sales to other
    Coca-Cola
    bottlers


128,651



127,478



152,426Post-mix and other


96,137



98,986



88,923Total other sales


224,788



226,464



241,349Total net sales

$
1,463,615


$
1,435,999


$
1,431,005    88




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  20.
    Net
    Income Per Share   Fiscal YearIn thousands (except per share data)

2008


2007


2006Numerator for basic and diluted net income per Common Stockand Class B Common Stock share:Net income

$
9,091


$
19,856


$
23,243Less dividends:Common Stock


6,644



6,644



6,643Class B Common Stock


2,500



2,480



2,460Total undistributed earnings

$
(53
)

$
10,732


$
14,140Common Stock undistributed earnings  basic

$
(39
)

$
7,815


$
10,319Class B Common Stock undistributed earnings 
    basic


(14
)


2,917



3,821Total undistributed earnings

$
(53
)

$
10,732


$
14,140Common Stock undistributed earnings  diluted

$
(38
)

$
7,800


$
10,300Class B Common Stock undistributed earnings 
    diluted


(15
)


2,932



3,840Total undistributed earnings  diluted

$
(53
)

$
10,732


$
14,140Numerator for basic net income per Common Stock share:Dividends on Common Stock

$
6,644


$
6,644


$
6,643Common Stock undistributed earnings  basic


(39
)


7,815



10,319Numerator for basic net income per Common Stock share

$
6,605


$
14,459


$
16,962Numerator for basic net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,500


$
2,480


$
2,460Class B Common Stock undistributed earnings 
    basic


(14
)


2,917



3,821Numerator for basic net income per Class B Common Stock
    share

$
2,486


$
5,397


$
6,281Numerator for diluted net income per Common Stock share:Dividends on Common Stock

$
6,644


$
6,644


$
6,643Dividends on Class B Common Stock assumed converted to
    Common Stock


2,500



2,480



2,460Common Stock undistributed earnings  diluted


(53
)


10,732



14,140Numerator for diluted net income per Common Stock share

$
9,091


$
19,856


$
23,243   89




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Fiscal YearIn thousands (except per share data)

2008


2007


2006Numerator for diluted net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,500


$
2,480


$
2,460Class B Common Stock undistributed earnings 
    diluted


(15
)


2,932



3,840Numerator for diluted net income per Class B Common Stock
    share

$
2,485


$
5,412


$
6,300Denominator for basic net income per Common Stock and
    Class B Common Stock share:Common Stock weighted average shares outstanding 
    basic


6,644



6,644



6,643Class B Common Stock weighted average shares
    outstanding  basic


2,500



2,480



2,460Denominator for diluted net income per Common Stock and
    Class B Common Stock share:Common Stock weighted average shares outstanding 
    diluted (assumes conversion of Class B Common Stock to
    Common Stock)


9,160



9,141



9,120Class B Common Stock weighted average shares
    outstanding  diluted


2,516



2,497



2,477Basic net income per share:Common Stock

$
.99


$
2.18


$
2.55Class B Common Stock

$
.99


$
2.18


$
2.55Diluted net income per share:Common Stock

$
.99


$
2.17


$
2.55Class B Common Stock

$
.99


$
2.17


$
2.54   NOTES TO
    TABLE
  (1)
    
    For purposes of the diluted net income per share computation for
    Common Stock, shares of Class B Common Stock are assumed to
    be converted; therefore, 100% of undistributed earnings is
    allocated to Common Stock.(2)
    
    For purposes of the diluted net income per share computation for
    Class B Common Stock, weighted average shares of
    Class B Common Stock are assumed to be outstanding for the
    entire period and not converted.(3)
    
    Denominator for diluted net income per share for Common Stock
    and Class B Common Stock for 2008 and 2007 includes the diluted
    effect of shares relative to the restricted stock award.  21.
    Risks and
    Uncertainties  Coca-Cola
   90




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      Coca-Cola
      22.
    Supplemental
    Disclosures of Cash Flow Information    Fiscal YearIn thousands

2008


2007


2006Accounts receivable, trade, net

$
(7,350
)

$
(1,200
)

$
3,277Accounts receivable from The
    Coca-Cola
    Company


346



1,115



(2,196
)Accounts receivable, other


(5,123
)


698



(177
)Inventories


(1,963
)


3,521



(8,822
)Prepaid expenses and other current assets


(573
)


(7,318
)


(4,806
)Accounts payable, trade


(8,940
)


7,273



8,717Accounts payable to The
    Coca-Cola
    Company


23,714



(10,151
)


6,232Other accrued liabilities


6,241



5,824



1,738Accrued compensation


(162
)


3,776



1,562Accrued interest payable


(278
)


(1,591
)


338Decrease in current assets less current liabilities

$
5,912


$
1,947


$
5,863     Fiscal YearIn thousands

2008

2007

2006Interest

$
35,133


$
51,277


$
50,843Income taxes


6,954



21,361



17,213  91




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  23.
    New
    Accounting Pronouncements  Recently
    Adopted Pronouncements
    SFAS No. 157-2,
      No. 157-3, (FSP 157-3). FSP 157-3
  FAS 140-4 (FSP 140-4). FSP 140-4 FSP 140-4 FSP 140-4
  Recently
    Issued Pronouncements
   92




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
        No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3,
  No. 133-1 FIN 45-4, (FSP 133-1). FSP 133-1 FSP 133-1 FSP 133-1,
   93




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  24.
    Quarterly
    Financial Data (Unaudited)    QuarterYear Ended December 28, 2008

1


2(1)


3(2)


4(3)In thousands (except per share data)Net sales

$
337,674


$
396,003


$
381,563


$
348,375Gross margin


139,918



171,880



155,827



147,581Net income (loss)


(4,335
)


15,155



(3,145
)


1,416Basic net income (loss) per share:Common Stock


(.47
)


1.66



(.34
)


.15Class B Common Stock


(.47
)


1.66



(.34
)


.15Diluted net income (loss) per share:Common Stock


(.47
)


1.65



(.34
)


.15Class B Common Stock


(.47
)


1.65



(.34
)


.15   QuarterYear Ended December 30, 2007

1(4)


2


3


4In thousands (except per share data)Net sales

$
337,556


$
390,443


$
367,360


$
340,640Gross margin


151,491



169,290



155,212



145,141Net income (loss)


4,651



11,691



5,273



(1,759
)Basic net income (loss) per share:Common Stock


.51



1.28



.58



(.19
)Class B Common Stock


.51



1.28



.58



(.19
)Diluted net income (loss) per share:Common Stock


.51



1.28



.58



(.19
)Class B Common Stock


.51



1.28



.58



(.19
)     (1)
    
    Net income in the second quarter of 2008 included a
    $2.6 million ($1.6 million net of tax, or $0.17 per
    basic common share) increase in equity investment in plastic
    bottle cooperative.(2)
    
    Net income in the third quarter of 2008 included a
    $13.8 million ($7.2 million net of tax, or $0.78 per
    basic common share) charge to exit from a multi-employer pension
    plan and $4.0 million ($2.1 million net of tax, or
    $0.23 per basic common share) charge for restructuring
    activities.(3)
    
    Net income in the fourth quarter of 2008 included a
    $2.0 million ($1.0 million net of tax, or $0.11 per
    basic common share) charge for a mark-to-market adjustment
    related to the Companys fuel hedging program.(4)
    
    Net income in the first quarter of 2007 included a
    $2.6 million ($1.5 million net of tax, or $0.16 per
    basic common share) charge for restructuring activities. 94




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   25.
    Restructuring
    Expenses        Severance Pay


RelocationIn thousands

and Benefits


and Other


TotalBalance at December 31, 2006

$



$



$
Provision


1,607



1,146



2,753Cash payments


1,607



1,146



2,753Balance at December 30, 2007

$



$



$
Balance at December 30, 2007

$



$



$
Provision


4,559



63



4,622Cash payments


3,583



50



3,633Balance at December 28, 2008

$
976


$
13


$
989  95




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##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Coca-Cola Rules 13a-15(f) 15d-15(f)
          Internal Control  Integrated Framework
     96




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  Coca-Cola
  Coca-Cola Internal Control  Integrated Framework
  Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB Statement
    109
        
     97




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##### Table of Contents



Regulation S-X
  Regulation S-K
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15(e) Rule 13a-15(b)
      Item 9B.
    Other
    Information   98




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Regulation S-K www.cokeconsolidated.com. Form 8-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   99




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)

List of documents filed as part of this report.1.

Financial StatementsConsolidated Statements of OperationsConsolidated Balance SheetsConsolidated Statements of Cash FlowsConsolidated Statements of Changes in Stockholders EquityNotes to Consolidated Financial StatementsManagements Report on Internal Control over Financial
    ReportingReport of Independent Registered Public Accounting Firm2.

Financial Statement ScheduleSchedule II  Valuation and Qualifying Accounts
    and ReservesAll other financial statements and schedules not listed have
    been omitted because the required information is included in the
    consolidated financial statements or the notes thereto, or is
    not applicable or required.3.

Listing of Exhibits     
    should not in all instances be treated as categorical statements
    of fact, but rather as a way of allocating the risk to one of
    the parties if those statements prove to be inaccurate;
    may have been qualified by disclosures that were made to the
    other party in connection with the negotiation of the applicable
    agreement, which disclosures are not necessarily reflected in
    the agreement;


    may apply standards of materiality in a way that is different
    from what may be viewed as material to you or other investors;
    and


    were made only as of the date of the applicable agreement or
    such other date or dates as may be specified in the agreement
    and are subject to more recent developments.   100




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##### Table of Contents



Exhibit Index
  Incorporated by ReferenceNumber

Description

or Filed Herewith(3
.1)

Restated Certificate of Incorporation of the Company.

Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended June 29, 2003 (File No. 0-9286).(3
.2)

Amended and Restated Bylaws of the Company.

Exhibit 3.1 to the Companys Current Report on Form 8-K
    filed on December 10, 2007 (File No. 0-9286).(4
.1)

Specimen of Common Stock Certificate.

Exhibit 4.1 to the Companys Registration Statement (File
    No. 2-97822) on Form S-1 as filed on May 31, 1985 (File No.
    0-9286).(4
.2)

Supplemental Indenture, dated as of March 3, 1995, between
    the Company and Citibank, N.A. (as successor to NationsBank of
    Georgia, National Association, the initial trustee).

Exhibit 4.2 to the Companys Annual Report on Form 10-K for
    the fiscal year ended December 29, 2002 (File No. 0-9286).(4
.3)

Form of the Companys 7.20% Debentures due 2009.

Exhibit 4.6 to the Companys Annual Report on Form 10-K for
    the fiscal year ended December 29, 2002 (File No. 0-9286).(4
.4)

Form of the Companys 6.375% Debentures due 2009.

Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended April 4, 1999 (File No. 0-9286).(4
.5)

Form of the Companys 5.00% Senior Notes due 2012.

Exhibit 4.1 to the Companys Current Report on Form 8-K
    filed on November 21, 2002 (File No. 0-9286).(4
.6)

Form of the Companys 5.30% Senior Notes due 2015.

Exhibit 4.1 to the Companys Current Report on Form 8-K
    filed on March 27, 2003 (File No. 0-9286).(4
.7)

Form of the Companys 5.00% Senior Notes due 2016.

Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended October 2, 2005 (File No.
    0-9286).(4
.8)

Second Amended and Restated Promissory Note, dated as of
    August 25, 2005, by and between the Company and Piedmont
    Coca-Cola
    Bottling Partnership.

Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended October 2, 2005 (File No.
    0-9286). 101




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(4
.9)

The registrant, by signing this report, agrees to furnish the
    Securities and Exchange Commission, upon its request, a copy of
    any instrument which defines the rights of holders of long-term
    debt of the registrant and its consolidated subsidiaries which
    authorizes a total amount of securities not in excess of
    10 percent of the total assets of the registrant and its
    subsidiaries on a consolidated basis.(10
.1)

U.S. $200,000,000 Amended and Restated Credit Agreement, dated
    as of March 8, 2007, by and among the Company, the banks
    named therein and Citibank, N.A., as Administrative Agent.

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on March 14, 2007 (File No. 0-9286).(10
.2)

Amendment No. 1, dated as of August 25, 2008, to U.S.
    $200,000,000 Amended and Restated Credit Agreement, dated as of
    March 8, 2007, by and among the Company, the banks named
    therein and Citibank, N.A., as Administrative Agent.

Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended September 28, 2008 (File No. 0-9286).(10
.3)

Amended and Restated Guaranty Agreement, effective as of
    July 15, 1993, made by the Company and each of the other
    guarantor parties thereto in favor of Trust Company Bank
    and Teachers Insurance and Annuity Association of America.

Exhibit 10.10 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.4)

Amended and Restated Guaranty Agreement, dated, as of
    May 18, 2000, made by the Company in favor of Wachovia
    Bank, N.A.

Exhibit 10.17 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 30, 2001 (File No. 0-9286).(10
.5)

Guaranty Agreement, dated as of December 1, 2001, made by
    the Company in favor of Wachovia, N.A.

Exhibit 10.18 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 30, 2001 (File No. 0-9286).(10
.6)

Amended and Restated Stock Rights and Restrictions Agreement,
    dated February 19, 2009, by and among the Company, The
    Coca-Cola
    Company and J. Frank Harrison, III.

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on February 19, 2009 (File No. 0-9286).(10
.7)

Termination of Irrevocable Proxy and Voting Agreement, dated
    February 19, 2009, by and between The
    Coca-Cola
    Company and J. Frank Harrison, III.

Exhibit 10.2 to the Companys Current Report on Form 8-K
    filed on February 19, 2009 (File No. 0-9286).(10
.8)

Example of bottling franchise agreement, effective as of
    May 18, 1999, between the Company and The
    Coca-Cola
    Company.

Exhibit 10.2 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.9)

Letter Agreement, dated as of March 10, 2008, by and
    between the Company and The
    Coca-Cola
    Company.

Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended March 30, 2008 (File No. 0-9286).(10
.10)

Lease, dated as of January 1, 1999, by and between the
    Company and Ragland Corporation.

Exhibit 10.5 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 31, 2000 (File No. 0-9286). 102




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10
.11)

First Amendment to Lease and First Amendment to Memorandum of
    Lease, dated as of August 30, 2002, between the Company and
    Ragland Corporation.

Exhibit 10.33 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.12)

Lease Agreement, dated as of December 15, 2000, between the
    Company and Harrison Limited Partnership One.

Exhibit 10.10 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 31, 2000 (File No. 0-9286).(10
.13)

Lease Agreement, dated as of December 18, 2006, between
    CCBCC Operations, LLC and Beacon Investment Company.

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on December 21, 2006 (File No. 0-9286).(10
.14)

Limited Liability Company Operating Agreement of
    Coca-Cola
    Bottlers Sales & Services Company, LLC, made as
    of January 1, 2003, by and between
    Coca-Cola
    Bottlers Sales & Services Company, LLC and
    Consolidated Beverage Co., a wholly-owned subsidiary of the
    Company.

Exhibit 10.35 to the Companys Annual  Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.15)

Amended and Restated Can Supply Agreement, effective as of
    January 1, 2006, by and between Rexam Beverage Can Company
    and
    Coca-Cola
    Bottlers Sales & Services Company, LLC, in its
    capacity as agent for the Company.

Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended April 1, 2007 (File No. 0-9286).(10
.16)

Partnership Agreement of Piedmont
    Coca-Cola
    Bottling Partnership (formerly known as Carolina
    Coca-Cola
    Bottling Partnership), dated as of July 2, 1993, by and
    among Carolina
    Coca-Cola
    Bottling Investments, Inc.,
    Coca-Cola
    Ventures, Inc.,
    Coca-Cola
    Bottling Co. Affiliated, Inc., Fayetteville
    Coca-Cola
    Bottling Company and Palmetto Bottling Company.

Exhibit 10.7 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.17)

Master Amendment to Partnership Agreement, Management Agreement
    and Definition and Adjustment Agreement, dated as of
    January 2, 2002, by and among Piedmont
    Coca-Cola
    Bottling Partnership, CCBCC of Wilmington, Inc., The
    Coca-Cola
    Company, Piedmont Partnership Holding Company,
    Coca-Cola
    Ventures, Inc. and the Company.

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed January 14, 2002 (File No. 0-9286).(10
.18)

Fourth Amendment to Partnership Agreement, dated as of
    March 28, 2003, by and among Piedmont
    Coca-Cola
    Bottling Partnership, Piedmont Partnership Holding Company and
    Coca-Cola
    Ventures, Inc.

Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended March 30, 2003 (File No. 0-9286).(10
.19)

Management Agreement, dated as of July 2, 1993, by and
    among the Company, Piedmont
    Coca-Cola
    Bottling Partnership (formerly known as Carolina
    Coca-Cola
    Bottling Partnership), CCBC of Wilmington, Inc., Carolina
    Coca-Cola
    Bottling Investments, Inc.,
    Coca-Cola
    Ventures, Inc. and Palmetto Bottling Company.

Exhibit 10.8 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.20)

First Amendment to Management Agreement (relating to the
    Management Agreement designated as Exhibit 10.16 of this
    Exhibit Index) dated as of January 1, 2001.

Exhibit 10.14 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 31, 2000 (File No. 0-9286). 103




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10
.21)

Transfer and Assumption of Liabilities Agreement, dated
    December 19, 1996, by and between CCBCC, Inc., (a
    wholly-owned subsidiary of the Company) and Piedmont
    Coca-Cola
    Bottling Partnership.

Exhibit 10.17 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.22)

Management Agreement, dated as of June 1, 2004, by and
    among CCBCC Operations LLC, a wholly-owned subsidiary of the
    Company, and South Atlantic Canners, Inc.

Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended June 27, 2004 (File No. 0-9286).(10
.23)

Agreement, dated as of March 1, 1994, between the Company
    and South Atlantic Canners, Inc.

Exhibit 10.12 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002 (File No. 0-9286).(10
.24)

Coca-Cola
    Bottling Co. Consolidated Amended and Restated Annual Bonus
    Plan, effective January 1, 2007.*

Appendix B to the Companys Proxy Statement for the 2007
    Annual Meeting of Stockholders (File No. 0-9286).(10
.25)

Coca-Cola
    Bottling Co. Consolidated Long-Term Performance Plan, effective
    January 1, 2007.*

Appendix C to the Companys Proxy Statement for the 2007
    Annual Meeting of Stockholders (File No. 0-9286).(10
.26)

Restricted Stock Award to J. Frank Harrison, III, effective
    January 4, 1999.*

Annex A to the Companys Proxy Statement for the 1999
    Annual Meeting of Stockholders (File No. 0-9286).(10
.27)

Amendment to Restricted Stock Award Agreement, effective
    February 28, 2007.*

Appendix D to the Companys Proxy Statement for the 2007
    Annual Meeting of Stockholders (File No. 0-9286).(10
.28)

Performance Unit Award Agreement, dated February 27, 2008.*

Appendix A to the Companys Proxy Statement for the 2008
    Annual Meeting of Stockholders (File No. 0-9286).(10
.29)

Supplemental Savings Incentive Plan, as amended and restated
    effective January 1, 2007*

Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended April 1, 2007 (File No. 0-9286).(10
.30)

Coca-Cola
    Bottling Co. Consolidated Director Deferral Plan, effective
    January 1, 2005.*

Exhibit 10.17 to the Companys Annual Report on Form 10-K
    for the fiscal year ended January 1, 2006 (File No.
    0-9286).(10
.31)

Officer Retention Plan, as amended and restated effective
    January 1, 2007.*

Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended April 1, 2007 (File No. 0-9286).(10
.32)

Amendment No. 1 to Officer Retention Plan, effective
    January 1, 2009.*

Filed herewith. 104




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10
.33)

Amendment to Officer Retention Plan Agreement by and between the
    Company and David V. Singer, effective as of January 12,
    2004.*

Exhibit 10.31 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 28, 2003 (File No. 0-9286).(10
.34)

Life Insurance Benefit Agreement, effective as of
    December 28, 2003, by and between the Company and Jan M.
    Harrison, Trustee under the J. Frank Harrison, III 2003
    Irrevocable Trust, John R. Morgan, Trustee under the Harrison
    Family 2003 Irrevocable Trust, and J. Frank Harrison, III.*

Exhibit 10.37 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 28, 2003 (File No. 0-9286).(10
.35)

Form of Amended and Restated Split-Dollar and Deferred
    Compensation Replacement Benefit Agreement, effective as of
    January 1, 2005, between the Company and eligible employees
    of the Company.*

Exhibit 10.24 to the Companys Annual Report on Form 10-K
    for the fiscal year ended January 1, 2006 (File No. 0-9286).(10
.36)

Form of Split-Dollar and Deferred Compensation Replacement
    Benefit Agreement Election Form and Agreement Amendment,
    effective as of June 20, 2005, between the Company and
    certain executive officers of the Company.*

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on June 24, 2005 (File No. 0-9286).(10
.37)

Consulting Agreement, dated as of June 1, 2005, between the
    Company and David V. Singer.*

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on June 3, 2005 (File No. 0-9286).(12)


Ratio of earnings to fixed charges.

Filed herewith.(21)


List of subsidiaries.

Filed herewith.(23)


Consent of Independent Registered Public Accounting Firm to
    Incorporation by reference into
    Form S-3
    (Registration
    No. 333-155635).

Filed herewith.(31
.1)

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.

Filed herewith.(31
.2)

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.

Filed herewith.(32)


Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.

Filed herewith.    *
    
    Management contracts and compensatory plans and arrangements
    required to be filed as exhibits to this form pursuant to
    Item 15(c) of this report.  (b)    Exhibits.
    (c)    Financial
    Statement Schedules.
   105




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##### Table of Contents



Schedule II
  COCA-COLA
    BOTTLING CO. CONSOLIDATED
  VALUATION
    AND QUALIFYING ACCOUNTS AND RESERVES
  AdditionsBalance at


Charged to





BalanceBeginning


Costs and





at EndDescription

of Year


Expenses


Deductions


of Year(In thousands)Allowance for doubtful accounts:Fiscal year ended December 28, 2008

$
1,137


$
523


$
472


$
1,188Fiscal year ended December 30, 2007

$
1,334


$
213


$
410


$
1,137Fiscal year ended December 31, 2006

$
1,318


$
314


$
298


$
1,334  106




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##### Table of Contents



SIGNATURES    Coca-Cola
    Bottling Co. Consolidated
 (Registrant)
  By:
    /s/  J.
    Frank Harrison, III  J. Frank
    Harrison, III
 Chairman of the Board of
    Directors
 and Chief Executive
    Officer
      Signature

Title

DateBy: /s/  J.
    Frank Harrison, IIIJ.
    Frank Harrison, III

Chairman of the Board of Directors, Chief Executive Officer and
    Director

March 13, 2009By: /s/  H.
    W. McKay BelkH.
    W. McKay Belk

Director

March 13, 2009By: /s/  Sharon
    A. DeckerSharon
    A. Decker

Director

March 13, 2009By: /s/  William
    B. ElmoreWilliam
    B. Elmore

President, Chief Operating Officer and Director

March 13, 2009By: /s/  Henry
    W. FlintHenry
    W. Flint

Vice Chairman of the Board of Directors and Director

March 13, 2009By: /s/  Deborah
    H. EverhartDeborah
    H. Everhart

Director

March 13, 2009By: /s/  Ned
    R. McWherterNed
    R. McWherter

Director

March 13, 2009By: /s/  James
    H. MorganJames
    H. Morgan

Director

March 13, 2009By: /s/  John
    W. Murrey, IIIJohn
    W. Murrey, III

Director

March 13, 2009By: /s/  Carl
    WareCarl
    Ware

Director

March 13, 2009By: /s/  Dennis
    A. WickerDennis
    A. Wicker

Director

March 13, 2009By: /s/  James
    E. HarrisJames
    E. Harris

Senior Vice President and
    Chief Financial Officer

March 13, 2009By: /s/  William
    J. BilliardWilliam
    J. Billiard

Vice President, Controller and
    Chief Accounting Officer

March 13, 2009  107