##### 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 January 2,
    2011   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
    (Global Select Market)      o þ
  o þ
  þ o
  Regulation S-T o 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 ofJuly 2, 2010Common Stock, $l.00 Par Value

$215,346,986Class 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

March 4, 2011Common Stock, $1.00 Par Value


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


2,044,202   Documents
    Incorporated by Reference
  Portions of Proxy Statement to be filed pursuant to
    Section 14 of the Exchange Act with respect to the 2011
    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


17Item 2.


Properties


17Item 3.


Legal Proceedings


19Item 4.


Reserved


19Executive Officers of the Company


19Part IIItem 5.


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


21Item 6.


Selected Financial Data


23Item 7.


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


24Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


52Item 8.


Financial Statements and Supplementary Data


53Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


105Item 9A.


Controls and Procedures


105Item 9B.


Other Information


105Part IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


106Item 11.


Executive Compensation


106Item 12.


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


106Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


106Item 14.


Principal Accountant Fees and Services


106Part IVItem 15.


Exhibits and Financial Statement Schedules


107Signatures


115EX-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 Coca-Cola
  General
    
    Sparkling beverages  beverages with carbonation,
    including energy drinks; and
    Still beverages  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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Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  The Coca-Cola CompanySparkling Beverages



Products Licensed(including Energy



by Other Beverage

Company OwnedProducts)

Still Beverages

Companies

ProductsCoca-Cola
    
    Diet Coke Coca-Cola
    Zero 
    Sprite 
    Fanta Flavors 
    Sprite Zero 
    Mello Yello 
    VAULT 
    Cherry Coke 
    Seagrams Ginger Ale 
    Cherry Coke Zero 
    Diet Coke
    Splenda®
    Fresca 
    Pibb Xtra 
    Barqs Root Beer 
    TAB 
    Full Throttle 
    NOS®

glacéau smartwater 
    glacéau vitaminwater 
    Dasani 
    Dasani Flavors 
    POWERade 
    POWERade Zero 
    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 
    Monster Energy 
      products

Tum-E Yummies 
    Country Breeze tea 
    diet Country Breeze tea 
    Bean & Body
    Simmer 
    Bazza energy 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 time-to-time Coca-Cola
 2




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Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  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; 3




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
    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.  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 that Allied Beverage Agreement that remains unresolved for
    120 days after required prior written notice by The
    Coca-Cola
    Company.  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 4




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
    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.    Pricing
    of Coca-Cola
    Trademark Beverages and Allied Beverages.
  Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  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.
 5




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##### Table of Contents



Other
    Beverage Agreements with The
    Coca-Cola
    Company.
  Coca-Cola 10-year 12-month
  Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola
  Beverage
    Agreements with Other Licensors.
        Markets
    and Production and Distribution Facilities
  Coca-Cola
 6




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




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




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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.
    Recently
    completed acquisitions of bottlers by their franchisors may lead
    to uncertainty in the
    Coca-Cola
    bottler system or adversely impact the Company.
  Coca-Cola Coca-Cola Coca-Cola
  Changes
    in how significant customers market or promote the
    Companys products could reduce revenue.
    Changes
    in the Companys top customer relationships could impact
    revenues and profitability.
    Changes
    in public and consumer preferences related to nonalcoholic
    beverages could reduce demand for the Companys products
    and reduce profitability.
   11




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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.
    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.
   12




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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
      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 claims costs could reduce the
    Companys profitability.
    Sustained
    increases in the cost of employee benefits could reduce the
    Companys profitability.
   13




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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.
    Changes
    in interest rates could adversely affect the profitability of
    the Company.
    The
    level of the Companys debt could restrict the
    Companys operating flexibility and limit the
    Companys ability to incur additional debt to fund future
    needs.
  and/or
   14




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and/or
  The
    Companys credit rating could be negatively impacted by
    changes to The
    Coca-Cola
    Companys credit rating.
  Coca-Cola and/or Coca-Cola
  Recent
    volatility in the financial markets may negatively impact the
    Companys ability to access the credit
    markets.
  and/or
  Changes
    in legal contingencies could adversely impact the Companys
    future profitability.
    Legislative
    changes that affect the Companys distribution, packaging
    and products could reduce demand for the Companys products
    or increase the Companys costs.
      Significant
    additional labeling or warning requirements may inhibit sales of
    affected products.
   15




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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.
    Global
    climate change or legal, regulatory, or market responses to such
    change could adversely impact the Companys future
    profitability.
      Issues
    surrounding labor relations could adversely impact the
    Companys future profitability and/or its operating
    efficiency.
    The
    Companys ability to change distribution methods and
    business practices could be negatively affected by United States
    Coca-Cola
    bottler system disputes.
  Coca-Cola Coca-Cola Coca-Cola
  Managements
    use of estimates and assumptions could have a material effect on
    reported results.
   16




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Changes
    in accounting standards could affect the Companys reported
    financial results.
    Obesity
    and other health concerns may reduce demand for some of the
    Companys products.
    The
    Company has experienced public policy challenges regarding the
    sale of soft drinks in schools, particularly elementary, middle
    and high schools.
    The
    concentration of the Companys capital stock ownership with
    the Harrison family limits other stockholders ability to
    influence corporate matters.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     17




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Production
    Facilities
 PercentageLocation

Utilization *Charlotte, North Carolina


70
%Mobile, Alabama


58
%Nashville, Tennessee


61
%Roanoke, Virginia


68
%   *
    
    Estimated 2011 production divided by capacity (based on
    operations of 6 days per week and 20 hours per day).   18




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Sales
    Distribution Facilities
 Number ofRegion

FacilitiesNorth Carolina


13South Carolina


6South Alabama


4South Georgia


4Middle Tennessee


4Western Virginia


4West Virginia


8Total


43       Item 3.
    Legal
    Proceedings    Item 4.
    Reserved   Executive
    Officers of the Company    J. FRANK HARRISON, III
  WILLIAM B. ELMORE
  HENRY W. FLINT
 19




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STEVEN D. WESTPHAL
  WILLIAM J. BILLIARD
  ROBERT G. CHAMBLESS
  CLIFFORD M. DEAL, III
  NORMAN C. GEORGE
  JAMES E. HARRIS,
  UMESH M. KASBEKAR
  LAUREN C. STEELE
  MICHAEL A. STRONG, Coca-Cola
 20




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  share-for-share
  Fiscal Year2010


2009High


Low


High


LowFirst quarter

$
61.00


$
48.38


$
53.71


$
37.75Second quarter


59.38



46.07



58.18



46.14Third quarter


54.60



45.51



58.00



47.14Fourth quarter


60.46



52.56



55.28



43.21                 Coca-Cola Coca-Cola
 21




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COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN
    Among Coca-Cola Bottling Co. Consolidated, the S&P 500
    Index
    and a Peer Group
  
  12/30/05



12/29/06



12/28/07



12/26/08



12/31/09



12/31/10CCBCC


$
100



$
162



$
143



$
111



$
136



$
143S&P 500


$
100



$
116



$
122



$
77



$
97



$
112Peer Group


$
100



$
115



$
148



$
107



$
136



$
158  22




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

2010


2009


2008


2007


2006Summary of OperationsNet sales

$
1,514,599


$
1,442,986


$
1,463,615


$
1,435,999


$
1,431,005Cost of sales


873,783



822,992



848,409



814,865



808,426Selling, delivery and administrative expenses


544,498



525,491



555,728



539,251



537,915Total costs and expenses


1,418,281



1,348,483



1,404,137



1,354,116



1,346,341Income from operations


96,318



94,503



59,478



81,883



84,664Interest expense, net


35,127



37,379



39,601



47,641



50,286Income before taxes


61,191



57,124



19,877



34,242



34,378Income tax provision


21,649



16,581



8,394



12,383



7,917Net income


39,542



40,543



11,483



21,859



26,461Less: Net income attributable to the noncontrolling interest


3,485



2,407



2,392



2,003



3,218Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated

$
36,057


$
38,136


$
9,091


$
19,856


$
23,243Basic net income per share based on net income attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
3.93


$
4.16


$
.99


$
2.18


$
2.55Class B Common Stock

$
3.93


$
4.16


$
.99


$
2.18


$
2.55Diluted net income per share based on net income attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
3.91


$
4.15


$
.99


$
2.17


$
2.55Class B Common Stock

$
3.90


$
4.13


$
.99


$
2.17


$
2.54Cash 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


7,141



7,072



6,644



6,644



6,643Class B Common Stock


2,040



2,092



2,500



2,480



2,460Weighted average number of common shares outstanding 
    assuming dilution:Common Stock


9,221



9,197



9,160



9,141



9,120Class B Common Stock


2,080



2,125



2,516



2,497



2,477Year-End Financial PositionTotal assets

$
1,307,622


$
1,283,077


$
1,315,772


$
1,291,799


$
1,364,467Current portion of debt










176,693



7,400



100,000Current portion of obligations under capital leases


3,866



3,846



2,781



2,602



2,435Obligations under capital leases


55,395



59,261



74,833



77,613



75,071Long-term debt


523,063



537,917



414,757



591,450



591,450Total equity of
    Coca-Cola
    Bottling Co. Consolidated


127,895



116,291



76,309



120,504



93,953   *
    
    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 2009 which was a 53-week year. The estimated
    net sales, gross margin and selling, delivery and administrative
    expenses for the additional selling week in 2009 of
    approximately $18 million, $6 million and
    $4 million, respectively, are included in reported results
    for 2009. 23




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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 2010.
    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
     24




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Our
    Business and the Nonalcoholic Beverage Industry
  Coca-Cola Coca-Cola ready-to-drink
  and/or 7-Up
  point-of-sale
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
    Fiscal YearIn thousands

2010


2009


2008Bottle/can sales:Sparkling beverages (including energy products)

$
1,031,423


$
1,006,356


$
1,011,656Still beverages


213,570



202,079



225,618Total bottle/can sales


1,244,993



1,208,435



1,237,274Other sales:Sales to other
    Coca-Cola
    bottlers


140,807



131,153



128,651Post-mix and other


128,799



103,398



97,690Total other sales


269,606



234,551



226,341Total net sales

$
1,514,599


$
1,442,986


$
1,463,615   Areas
    of Emphasis
   25




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Revenue
    Management
    Product
    Innovation and Beverage Portfolio Expansion
  Coca-Cola
  20-year
  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
   26




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Overview
    of Operations and Financial Condition
  The comparison of operating results for 2010, 2009 and 2008
    are affected by the impact of one additional selling week in
    2009 due to the Companys fiscal year ending on the Sunday
    closest to December 31. The estimated net sales, gross
    margin and S,D&A expenses for the additional selling week
    in 2009 of approximately $18 million, $6 million and
    $4 million, respectively, are included in reported results
    for 2009.
      
    a $3.8 million pre-tax unfavorable
    mark-to-market
    adjustment to cost of sales related to the Companys 2010
    and 2011 aluminum hedging program;
    a $.9 million pre-tax favorable adjustment to cost of sales
    related to the gain on the replacement of flood damaged
    production equipment;
    a $1.4 million pre-tax unfavorable
    mark-to-market
    adjustment to S,D&A expenses related to the Companys
    2010 fuel hedging program;
    a $3.7 million pre-tax unfavorable adjustment to S,D&A
    expenses related to the impairment/accelerated depreciation of
    property, plant and equipment;
    a $.5 million unfavorable adjustment to income tax expense
    related to the elimination of the deduction related to the
    Medicare Part D subsidy; and
    a $1.7 million credit to income tax expense related to the
    reduction of the liability for uncertain tax positions due
    mainly to the lapse of applicable statutes of limitations.    
    a $10.5 million pre-tax favorable
    mark-to-market
    adjustment to cost of sales related to the Companys 2010
    and 2011 aluminum hedging programs;
    a $3.6 million pre-tax favorable
    mark-to-market
    adjustment to S,D&A expenses related to the Companys
    2009 and 2010 fuel hedging program;
    a $5.4 million credit to income tax expense related to the
    reduction of the liability for uncertain tax positions due
    mainly to the lapse of applicable statutes of
    limitations; and
    a $1.7 million credit to income tax expense related to the
    agreement with a state tax authority to settle certain prior tax
    positions.    
    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 $2.0 million pre-tax unfavorable
    mark-to-market
    adjustment to S,D&A expenses related to the Companys
    2009 fuel hedging program. 27




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##### Table of Contents



Fiscal YearIn thousands (except per share data)

2010


2009


2008Net sales

$
1,514,599


$
1,442,986


$
1,463,615Gross margin


640,816



619,994



615,206S,D&A expenses


544,498



525,491



555,728Income from operations


96,318



94,503



59,478Interest expense, net


35,127



37,379



39,601Income before taxes


61,191



57,124



19,877Income tax provision


21,649



16,581



8,394Net income


39,542



40,543



11,483Net income attributable to the Company


36,057



38,136



9,091Basic net income per share:Common Stock

$
3.93


$
4.16


$
.99Class B Common Stock

$
3.93


$
4.16


$
.99Diluted net income per share:Common Stock

$
3.91


$
4.15


$
.99Class B Common Stock

$
3.90


$
4.13


$
.99            28




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##### Table of Contents



Jan. 2,


Jan. 3,


Dec. 28,In thousands

2011


2010


2008Debt

$
523,063


$
537,917


$
591,450Capital lease obligations


59,261



63,107



77,614Total debt and capital lease obligations


582,324



601,024



669,064Less: Cash, cash equivalents and restricted cash


49,372



22,270



45,407Total net debt and capital lease obligations(1)

$
532,952


$
578,754


$
623,657   (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
      Property,
    Plant and Equipment
   29




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##### Table of Contents



held-for-sale Company-owned held-for-sale. held-for-sale
      Franchise
    Rights
  Coca-Cola
  Impairment
    Testing of Franchise Rights and Goodwill
     30




---



##### Table of Contents




    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.        Income
    Tax Estimates
    and/or
  Revenue
    Recognition
    Coca-Cola Coca-Cola Coca-Cola Coca-Cola
 31




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##### Table of Contents



Coca-Cola
    Risk
    Management Programs
    Pension
    and Postretirement Benefit Obligations
          In thousands

.25% Increase

.25% Decrease(Decrease) increase in:Projected benefit obligation at January 2, 2011

$
(8,855
)

$
9,393Net periodic pension cost in 2010


(755
)


802    32




---



##### Table of Contents



In thousands

.25% Increase

.25% DecreaseIncrease (decrease) in:Postretirement benefit obligation at January 2, 2011

$
1,546


$
(1,474
)Service cost and interest cost in 2010


15



(16
)     In thousands

1% Increase

1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at January 2, 2011

$
6,536


$
(5,783
)Service cost and interest cost in 2010


289



(255
)   New
    Accounting Pronouncements
  Recently
    Issued Pronouncements
     33




---



##### Table of Contents



decrease-in-ownership decrease-in-ownership 810-10
    Results
    of Operations
  2010
    Compared to 2009
  The comparison of operating results for 2010 to the operating
    results for 2009 are affected by the impact of one additional
    selling week in 2009 due to the Companys fiscal year
    ending on the Sunday closest to December 31. The estimated
    net sales, gross margin and S,D&A expenses for the
    additional selling week in 2009 of approximately
    $18 million, $6 million and $4 million,
    respectively, are included in reported results for 2009.
    Fiscal YearIn thousands (except per share data)

2010


2009


Change


% ChangeNet sales

$
1,514,599


$
1,442,986


$
71,613



5.0Gross margin


640,816
(1)(2)


619,994
(6)


20,822



3.4S,D&A expenses


544,498
(3)(4)


525,491
(7)


19,007



3.6Interest expense, net


35,127



37,379



(2,252
)


(6.0
)Income before taxes


61,191



57,124



4,067



7.1Income tax provision


21,649
(5)


16,581
(8)


5,068



30.6Net income


39,542
(1)(2)(3)(4)(5)


40,543
(6)(7)(8)


(1,001
)


(2.5
)Net income attributable to the noncontrolling interest


3,485



2,407



1,078



44.8Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated


36,057
(1)(2)(3)(4)(5)


38,136
(6)(7)(8)


(2,079
)


(5.5
)Basic net income per share:Common Stock

$
3.93


$
4.16


$
(.23
)


(5.5
)Class B Common Stock

$
3.93


$
4.16


$
(.23
)


(5.5
)Diluted net income per share:Common Stock

$
3.91


$
4.15


$
(.24
)


(5.8
)Class B Common Stock

$
3.90


$
4.13


$
(.23
)


(5.6
)  34




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##### Table of Contents



(1)
    
    Results in 2010 included an unfavorable
    mark-to-market
    adjustment of $3.8 million (pre-tax), or $2.3 million
    after tax, related to the Companys aluminum hedging
    program, which was reflected as an increase in cost of sales.(2)
    
    Results in 2010 included a credit of $.9 million (pre-tax),
    or $.6 million after tax, related to the gain on the
    replacement of flood damaged equipment, which was reflected as a
    reduction in cost of sales.(3)
    
    Results in 2010 included an unfavorable
    mark-to-market
    adjustment of $1.4 million (pre-tax), or $0.9 million
    after tax, related to the Companys fuel hedging program,
    which was reflected as an increase in S,D&A expenses.(4)
    
    Results in 2010 included a debit of $3.7 million (pre-tax),
    or $2.2 million after tax, related to the
    impairment/accelerated depreciation of property, plant and
    equipment, which was reflected as an increase in S,D&A
    expenses.(5)
    
    Results in 2010 included a credit of $1.7 million related
    to the reduction of the Companys liability for uncertain
    tax positions mainly due to the lapse of applicable statutes of
    limitations, which was reflected as a reduction to the income
    tax provision and a debit of $.5 million related to the
    impact of the change in the tax law eliminating the tax
    deduction for Medicare Part D subsidy, which was reflected
    as an increase to the income tax provision.(6)
    
    Results in 2009 included a favorable
    mark-to-market
    adjustment of $10.5 million (pre-tax), or $6.4 million
    after tax, related to the Companys aluminum hedging
    program, which was reflected as a reduction in cost of sales.(7)
    
    Results in 2009 included a favorable
    mark-to-market
    adjustment of $3.6 million (pre-tax), or $2.2 million
    after tax, related to the Companys fuel hedging program,
    which was reflected as a reduction in S,D&A expenses.(8)
    
    Results in 2009 included a credit of $1.7 million related
    to the Companys agreement with a taxing authority to
    settle certain prior tax positions, which was reflected as a
    reduction to the income tax provision and a credit of
    $5.4 million related to the reduction of the Companys
    liability for uncertain tax positions mainly due to the lapse of
    applicable statutes of limitations, which was reflected as a
    reduction to the income tax provision.  Net
    Sales
    Amount


Attributable to:(In millions)$
52.8


4.4% increase in bottle/can volume primarily due to a volume
    increase in all beverages18.8


Increase in sales of the Companys own brand portfolio
    (primarily Tum-E Yummies)(16.2
)

1.3% decrease in bottle/can sales price per unit primarily due
    to lower per unit prices in all product categories except diet
    sparkling beverages6.1


4.5% increase in sales price per unit for sales to other
    Coca-Cola
    bottlers3.6


2.7% increase in sales volume to other
    Coca-Cola
    bottlers primarily due to an increase in still beverages1.8


Increase in fees to facilitate distribution of certain brands1.3


1.8% increase in sales price per unit for post-mix sales3.4


Other$
71.6


Total increase in net sales      35




---



##### Table of Contents



Bottle/Can Sales Volume

Bottle/Can SalesProduct Category

2010

2009

Volume % IncreaseSparkling beverages (including energy products)


85.0
%


86.5
%


2.6Still beverages


15.0
%


13.5
%


15.7Total bottle/can volume


100.0
%


100.0
%


4.4       Cost of
    Sales
        Amount


Attributable to:(In millions)$
31.1


4.4% increase in bottle/can volume primarily due to a volume
    increase in all beverages(18.9
)

Decrease in raw material costs such as concentrate, aluminum and
    high fructose corn syrup13.5


Increase in cost due to the Companys aluminum hedging
    program12.6


Increase in sales of the Companys own brand portfolio
    (primarily Tum-E Yummies)3.4


2.7% increase in sales volume to other
    Coca-Cola
    bottlers primarily due to an increase in still beverages1.0


Decrease in marketing funding support received primarily from
    The
    Coca-Cola
    Company(0.9
)

Gain on the replacement of flood damaged production equipment9.0


Other$
50.8


Total increase in cost of sales   Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
 36




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##### Table of Contents



Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
      Coca-Cola
  Gross
    Margin
      Amount


Attributable to:(In millions)$
21.7


4.4% increase in bottle/can volume primarily due to a volume
    increase in all beverages18.9


Decrease in raw material costs such as concentrate, aluminum and
    high fructose corn syrup(16.2
)

1.3% decrease in bottle/can sales price per unit primarily due
    to lower per unit prices in all product categories except diet
    sparkling beverages(13.5
)

Increase in cost due to the Companys aluminum hedging
    program6.2


Increase in sales of the Companys own brand portfolio
    (primarily Tum-E Yummies)6.1


4.5% increase in sales price per unit for sales to other
    Coca-Cola
    bottlers1.4


Increase in fees to facilitate distribution of certain brands1.3


1.8% increase in sales price per unit for post-mix sales(1.0
)

Decrease in marketing funding support received primarily from
    The
    Coca-Cola
    Company0.9


Gain on the replacement of flood damaged production equipment0.2


2.7% increase in sales volume to other
    Coca-Cola
    bottlers primarily due to an increase in still beverages(5.2
)

Other$
20.8


Total increase in gross margin    37




---



##### Table of Contents



S,D&A
    Expenses
  point-of-sale
      Amount


Attributable to:(In millions)$
7.2


Payments to employees participating in Company auto allowance
    program (implemented in phases beginning in the second quarter
    of 2009)5.3


Increase in employee salaries including bonus and incentive
    expense4.9


Increase in fuel costs primarily due to mark-to-market
    adjustment on fuel hedging ($3.6 million gain in YTD 2009 as
    compared to $1.4 million loss in YTD 2010)(3.9
)

Decrease in employee benefit costs primarily due to decreased
    pension expense3.7


Impairment/accelerated depreciation of property, plant and
    equipment(3.5
)

Decrease in property and casualty insurance expense2.7


Increase in professional fees primarily due to consulting
    project support(2.6
)

Decrease in bad debt expense due to improvement in customer
    trade receivable portfolio performance2.1


Increase in marketing expense(2.0
)

Decrease in depreciation expense primarily due to new auto
    allowance program5.1


Other$
19.0


Total increase in S,D&A expenses       held-for-sale Company-owned held-for-sale. held-for-sale
 38




---



##### Table of Contents



Interest
    Expense
    Income
    Taxes
        Noncontrolling
    Interest
  Coca-Cola
 39




---



##### Table of Contents



2009
    Compared to 2008
  The comparison of operating results for 2009 to the operating
    results for 2008 are affected by the impact of one additional
    selling week in 2009 due to the Companys fiscal year
    ending on the Sunday closest to December 31. The estimated
    net sales, gross margin and S,D&A expenses for the
    additional selling week in 2009 of approximately
    $18 million, $6 million and $4 million,
    respectively, are included in reported results for 2009.
    Fiscal YearIn thousands (except per share data)

2009


2008


Change


% ChangeNet sales

$
1,442,986


$
1,463,615


$
(20,629
)


(1.4
)Gross margin


619,994
(1)


615,206



4,788



0.8S,D&A expenses


525,491
(2)


555,728
(4)


(30,237
)


(5.4
)Interest expense, net


37,379



39,601



(2,222
)


(5.6
)Income before taxes


57,124



19,877



37,247



187.4Income tax provision


16,581
(3)


8,394



8,187



97.5Net income


40,543
(1)(2)(3)


11,483
(4)


29,060



NMNet income attributable to the noncontrolling interest


2,407



2,392



15



0.6Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated


38,136
(1)(2)(3)


9,091
(4)


29,045



NMBasic net income per share:Common Stock

$
4.16


$
.99


$
3.17



NMClass B Common Stock

$
4.16


$
.99


$
3.17



NMDiluted net income per share:Common Stock

$
4.15


$
.99


$
3.16



NMClass B Common Stock

$
4.13


$
.99


$
3.14



NM   (1)
    
    Results in 2009 included a favorable
    mark-to-market
    adjustment of $10.5 million (pre-tax) or $6.4 million
    after tax, related to the Companys aluminum hedging
    program, which was reflected as a reduction in cost of sales.(2)
    
    Results in 2009 included a favorable
    mark-to-market
    adjustment of $3.6 million (pre-tax), or $2.2 million
    after tax, related to the Companys fuel hedging program,
    which was reflected as a reduction in S,D&A expenses.(3)
    
    Results in 2009 included a credit of $1.7 million related
    to the Companys agreement with a taxing authority to
    settle certain prior tax positions, which was reflected as a
    reduction to the income tax provision and a credit of
    $5.4 million related to the reduction of the Companys
    liability for uncertain tax positions mainly due to the lapse of
    applicable statutes of limitations, which was reflected as a
    reduction to the income tax provisions.(4)
    
    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
    as an increase in S,D&A expenses; 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 as an increase in
    S,D&A expenses; and a charge of $2.0 million
    (pre-tax), or $1.0 million after tax, related to the
    Companys 2009 fuel hedging program, which was reflected as
    an increase in S,D&A expenses. 40




---



##### Table of Contents



Net
    Sales
    Amount


Attributable to:(In millions)$
(40.5
)

3.4% decrease in bottle/can volume primarily due to a volume
    decrease in all product categories except energy products14.7


1.0% increase in bottle/can sales price per unit primarily due
    to higher per unit prices in all product categories except
    enhanced water products4.6


6.7% increase in post-mix sales price per unit4.5


3.6% increase in sales price per unit for sales to other
    Coca-Cola bottlers primarily due to higher per unit prices in
    all product categories(4.3
)

6.0% decrease in post-mix volume(2.0
)

1.6% decrease in sales volume to other Coca-Cola bottlers
    primarily due to a decrease in sparkling beverages2.4


Other$
(20.6
)

Total decrease in net sales       Bottle/Can Sales Volume

Bottle/Can Sales VolumeProduct Category

2009

2008

% DecreaseSparkling beverages (including energy products)


86.5
%


84.6
%


(1.7
)Still beverages


13.5
%


15.4
%


(12.4
)Total bottle/can volume


100.0
%


100.0
%


(3.4
)       Cost of
    Sales
   41




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(23.4
)

3.4% decrease in bottle/can volume primarily due to a volume
    decrease in all product categories except energy products12.4


Increase in raw material costs such as concentrate and high
    fructose corn syrup, partially offset by a decrease in purchased
    products(10.8
)

Decrease in cost due to the Companys aluminum hedging
    program(2.9
)

6.0% decrease in post-mix volume2.6


Increase in equity investment in a plastic bottle cooperative in
    2008(1.9
)

1.6% decrease in sales volume to other Coca-Cola bottlers
    primarily due to a decrease in sparkling beverages(2.8
)

Increase in marketing funding support received primarily from
    The Coca-Cola Company1.4


Other$
(25.4
)

Total decrease in cost of sales     Coca-Cola Coca-Cola
  Coca-Cola
  Gross
    Margin
   42




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(17.1
)

3.4% decrease in bottle/can volume primarily due to a volume
    decrease in all product categories except energy products14.7


1.0% increase in bottle/can sales price per unit primarily due
    to higher per unit prices in all product categories except
    enhanced water products(12.4
)

Increase in raw material costs such as concentrate and high
    fructose corn syrup, partially offset by a decrease in purchased
    products10.8


Increase in gross margin due to the Companys aluminum
    hedging program4.6


6.7% increase in post-mix sales price per unit4.5


3.6% increase in sales price per unit for sales to other
    Coca-Cola bottlers primarily due to higher per unit prices in
    all product categories(2.6
)

Increase in equity investment in a plastic bottle cooperative in
    20082.8


Increase in marketing funding support received primarily from
    The Coca-Cola Company(1.4
)

6.0% decrease in post-mix volume0.9


Other$
4.8


Total increase in gross margin     S,D&A
    Expenses
      Amount


Attributable to:(In millions)$
(14.3
)

Decrease in fuel and other energy costs related to the movement
    of finished goods from sales distribution centers to customer
    locations(14.0
)

Charge in 2008 to freeze the Companys liability to a
    multi-employer pension plan and settle a strike by employees
    covered by this plan12.4


Increase in employee benefit costs primarily due to higher
    pension plan costs(8.8
)

Decrease in employee salaries due to the Companys plan in
    July 2008 to reorganize the structure of its operating units and
    support services and the elimination of approximately 350
    positions(8.0
)

Decrease in depreciation expense due to the change in the useful
    lives of certain cold drink dispensing equipment and lower
    levels of capital spending(4.6
)

Decrease in restructuring costs4.2


Increase in bonuses and incentive expense accrual due to the
    Companys financial performance1.3


Increase in bad debt expense(1.1
)

Decrease in property and casualty insurance2.7


Other$
(30.2
)

Total decrease in S,D&A expenses    43




---



##### Table of Contents



Interest
    Expense
    Income
    Taxes
    Noncontrolling
    Interest
  Coca-Cola
  Financial
    Condition
   44




---



##### Table of Contents




    An increase in cash and cash equivalents of $28.1 million
    primarily due to funds generated from operations.
    A decrease in prepaid expenses and other current assets of
    $9.3 million primarily due to transactions related to the
    Companys hedging programs.
    An increase in accounts receivable from and a decrease in
    accounts payable to The
    Coca-Cola
    Company of $8.0 million and $2.8 million,
    respectively, primarily due to the timing of payments.
    An increase in other accrued liabilities of $7.5 million
    primarily due to an increase in accrued marketing cost.
    An increase in accounts payable, trade of $5.1 million
    primarily due to the timing of payments.      Liquidity
    and Capital Resources
  Capital
    Resources
           45




---



##### Table of Contents



Cash
    Sources and Uses
      Fiscal YearIn millions

2010


2009Cash sourcesCash provided by operating activities (excluding income tax and
    pension payments)

$
116.0


$
103.4Proceeds from insurance on flood damage


7.1



Proceeds from $200 million facility






15.0Proceeds from issuance of debt






108.1Proceeds from the reduction of restricted cash


1.0



Proceeds from the sale of property, plant and equipment


1.8



8.3Total cash sources

$
125.9


$
234.8Cash usesCapital expenditures

$
46.2


$
43.3Investment in restricted cash






4.5Payment on $200 million facility


15.0



Debt issuance costs






1.0Pension payments


9.5



10.1Payment of capital lease obligations


3.8



3.3Payment of current maturities on long-term debt






176.7Income tax payments


14.1



13.8Dividends


9.2



9.2Other






.5Total cash uses

$
97.8


$
262.4Increase (decrease) in cash

$
28.1


$
(27.6
)     Investing
    Activities
   46




---



##### Table of Contents



Financing
    Activities
              Long-Term DebtStandard & Poors


BBBMoodys


Baa2      47




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
  Coca-Cola
  Aggregate
    Contractual Obligations
    Payments Due by Period2016 andIn thousands

Total


2011


2012-2013


2014-2015


ThereafterContractual obligations:Total debt, net of interest

$
523,063


$



$
150,000


$
100,000


$
273,063Capital lease obligations, net of interest


59,261



3,866



8,494



10,104



36,797Estimated interest on debt and capital lease obligations(1)


171,506



33,042



56,980



44,668



36,816Purchase obligations(2)


313,103



91,640



183,280



38,183



Other long-term liabilities(3)


113,606



10,270



18,125



12,519



72,692Operating leases


26,646



3,889



6,179



5,244



11,334Long-term contractual arrangements(4)


21,039



6,995



10,565



2,192



1,287Postretirement obligations


55,311



2,802



5,981



6,561



39,967Purchase orders(5)


32,495



32,495











Total contractual obligations

$
1,316,030


$
184,999


$
439,604


$
219,471


$
471,956   (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, 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.     48




---



##### Table of Contents



Hedging
    Activities
  Interest
    Rate Hedging
          Fuel
    Hedging
  mark-to-market
     49




---



##### Table of Contents



mark-to-market
        Aluminum
    Hedging
  mark-to-market
      CAUTIONARY
    INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K,
  
    the Companys belief that the covenants on its
    $200 million facility will not restrict its liquidity or
    capital resources;
    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 $190 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; 50




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##### Table of Contents




    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 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 $15 million to
    $20 million in 2011;
    the Companys anticipation that pension expense related to
    the two Company-sponsored pension plans is estimated to be
    approximately $3 million in 2011;
    the Companys belief that cash contributions in 2011 to its
    two Company-sponsored pension plans will be in the range of
    $7 million to $10 million;
    the Companys belief that postretirement benefit payments
    are expected to be approximately $2.8 million in 2011;
    the Companys expectation that additions to property, plant
    and equipment in 2011 will be in the range of $60 million
    to $70 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 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 expectations that raw materials will rise
    significantly in 2011;
    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 uncertain tax positions may
    change over the next 12 months but will not have a
    significant impact on the consolidated financial statements;
    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 intention to negotiate a new revolving credit
    facility during 2011;
    the Companys belief that it is competitive in its
    territories with respect to the principal methods of competition
    in the nonalcoholic beverage industry;
    the Companys expectations that it will not incur any
    additional significant expenses related to the Nashville area
    flood; 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 $23 million assuming no change in volume.   51




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Debt and
    Derivative Financial Instruments
    Raw
    Material and Commodity Prices
    mark-to-market
  mark-to-market
  Effect of
    Changing Prices
   52




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##### 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)

2010


2009


2008Net sales

$
1,514,599


$
1,442,986


$
1,463,615Cost of sales


873,783



822,992



848,409Gross margin


640,816



619,994



615,206Selling, delivery and administrative expenses


544,498



525,491



555,728Income from operations


96,318



94,503



59,478Interest expense, net


35,127



37,379



39,601Income before taxes


61,191



57,124



19,877Income tax provision


21,649



16,581



8,394Net income


39,542



40,543



11,483Less: Net income attributable to the noncontrolling interest


3,485



2,407



2,392Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated

$
36,057


$
38,136


$
9,091Basic net income per share based on net income attributable
    to Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
3.93


$
4.16


$
.99Weighted average number of Common Stock shares outstanding


7,141



7,072



6,644Class B Common Stock

$
3.93


$
4.16


$
.99Weighted average number of Class B Common Stock shares
    outstanding


2,040



2,092



2,500Diluted net income per share based on net income attributable
    to Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
3.91


$
4.15


$
.99Weighted average number of Common Stock shares
    outstanding  assuming dilution


9,221



9,197



9,160Class B Common Stock

$
3.90


$
4.13


$
.99Weighted average number of Class B Common Stock shares
    outstanding  assuming dilution


2,080



2,125



2,516    53




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
 
  Jan. 2,


Jan. 3,In thousands (except share data)

2011


2010ASSETSCurrent assets:Cash and cash equivalents

$
45,872


$
17,770Restricted cash


3,500



4,500Accounts receivable, trade, less allowance for doubtful accounts
    
    of $1,300 and $2,187, respectively


96,787



92,727Accounts receivable from The
    Coca-Cola
    Company


12,081



4,109Accounts receivable, other


15,829



17,005Inventories


64,870



59,122Prepaid expenses and other current assets


25,760



35,016Total current assets


264,699



230,249Property, plant and equipment,net


322,143



326,701Leased property under capital leases, net


46,856



51,548Other assets


46,332



46,508Franchise rights


520,672



520,672Goodwill


102,049



102,049Other identifiable intangible assets, net


4,871



5,350Total

$
1,307,622


$
1,283,077    54




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
  Jan. 2,


Jan. 3,2011


2010LIABILITIES AND EQUITYCurrent liabilities:Current portion of obligations under capital leases

$
3,866


$
3,846Accounts payable, trade


41,878



36,794Accounts payable to The
    Coca-Cola
    Company


25,058



27,880Other accrued liabilities


69,471



61,978Accrued compensation


30,944



25,963Accrued interest payable


5,523



5,521Total current liabilities


176,740



161,982Deferred income taxes


143,962



158,548Pension and postretirement benefit obligations


114,163



89,306Other liabilities


109,882



106,968Obligations under capital leases


55,395



59,261Long-term debt


523,063



537,917Total liabilities


1,123,205



1,113,982Commitments and Contingencies (Note 13)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-10,203,821 and
    10,203,821 shares, respectively


10,204



10,204Class B Common Stock, $1.00 par value:Authorized-10,000,000 shares; Issued-2,672,316 and
    2,649,996 shares, respectively


2,671



2,649Class C Common Stock, $1.00 par value:Authorized-20,000,000 shares; Issued-NoneCapital in excess of par value


104,835



103,464Retained earnings


134,872



107,995Accumulated other comprehensive loss


(63,433
)


(46,767
)189,149



177,545Less-Treasury stock, at cost:Common Stock-3,062,374 shares


60,845



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


409



409Total equity of
    Coca-Cola
    Bottling Co. Consolidated


127,895



116,291Noncontrolling interest


56,522



52,804Total equity


184,417



169,095Total

$
1,307,622


$
1,283,077    55




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##### Table of Contents



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

2010


2009


2008Cash Flows from Operating ActivitiesNet income

$
39,542


$
40,543


$
11,483Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation expense


58,672



60,455



66,960Amortization of intangibles


489



560



701Deferred income taxes


(4,906
)


7,633



559Loss on sale of property, plant and equipment


1,195



1,271



159Impairment/accelerated depreciation of property, plant and
    equipment


3,665



353



612Net gain on property, plant and equipment damaged in flood


(892
)






Provision for liabilities to exit multi-employer pension plan










14,012Amortization of debt costs


2,330



2,303



2,449Stock compensation expense


2,223



2,161



1,130Amortization of deferred gains related to terminated interest
    rate agreements


(1,211
)


(2,071
)


(2,160
)Insurance proceeds received for flood damage


5,682







Increase in current assets less current liabilities


(9,709
)


(27,412
)


(1,923
)(Increase) decrease in other noncurrent assets


(1,726
)


(13,700
)


627Increase in other noncurrent liabilities


2,788



7,409



2,200Other


(15
)


(2
)


(180
)Total adjustments


58,585



38,960



85,146Net cash provided by operating activities


98,127



79,503



96,629Cash Flows from Investing ActivitiesAdditions to property, plant and equipment


(46,169
)


(43,339
)


(47,866
)Proceeds from the sale of property, plant and equipment


1,795



8,282



4,231Insurance proceeds received for property, plant and equipment
    damaged in flood


1,418







Investment in subsidiary net of assets acquired


(32
)






Investment in a plastic bottle manufacturing cooperative










(968
)Investment in distribution agreement










(2,309
)Change in restricted cash


1,000



(4,500
)


Net cash used in investing activities


(41,988
)


(39,557
)


(46,912
)Cash Flows from Financing ActivitiesProceeds from issuance of long-term debt






108,160



Borrowing (payment) under revolving credit facility


(15,000
)


15,000



Payment of current portion of long-term debt






(176,693
)


Proceeds (payment) of lines of credit, net










(7,400
)Cash dividends paid


(9,180
)


(9,162
)


(9,144
)Excess tax (benefit) expense from stock-based compensation


77



(98
)


3Principal payments on capital lease obligations


(3,846
)


(3,263
)


(2,602
)Proceeds from termination of interest rate swap agreements










5,142Payments for the termination of interest rate lock agreements






(340
)


Debt issuance costs paid






(1,042
)


Other


(88
)


(145
)


(180
)Net cash used in financing activities


(28,037
)


(67,583
)


(14,181
)Net increase (decrease) in cash


28,102



(27,637
)


35,536Cash at beginning of year


17,770



45,407



9,871Cash at end of year

$
45,872


$
17,770


$
45,407Significant non-cash investing and financing activitiesIssuance of Class B Common Stock in connection with stock
    award

$
1,316


$
1,130


$
1,171Capital lease obligations incurred






660



    56




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##### Table of Contents



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





TotalClass B


Capital in





Other





EquityCommon


Common


Excess of


Retained


Comprehensive


Treasury


of


Noncontrolling


TotalIn thousands

Stock


Stock


Par Value


Earnings


Loss


Stock


CCBCC


Interest


EquityBalance on Dec. 30, 2007

$
9,706


$
3,107


$
102,469


$
79,227


$
(12,751
)

$
(61,254
)

$
120,504


$
48,005


$
168,509Comprehensive income:Net income














9,091











9,091



2,392



11,483Foreign currency translation adjustments, net of tax


















(9
)






(9
)






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


















(44,999
)






(44,999
)






(44,999
)Total comprehensive income


























(35,917
)


2,392



(33,525
)Adjustment to change measurement date for pension and
    postretirement benefits, net of tax














(153
)


(114
)






(267
)






(267
)Cash dividends paidCommon ($1 per share)














(6,644
)










(6,644
)






(6,644
)Class B Common ($1 per share)














(2,500
)










(2,500
)






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






20



(20
)






















Stock compensation expense










1,133















1,133







1,133Balance on Dec. 28, 2008

$
9,706


$
3,127


$
103,582


$
79,021


$
(57,873
)

$
(61,254
)

$
76,309


$
50,397


$
126,706Comprehensive income:Net income














38,136











38,136



2,407



40,543Ownership share of Southeastern OCI


















(49
)






(49
)






(49
)Foreign currency translation adjustments, net of tax


















(1
)






(1
)






(1
)Pension and postretirement benefit adjustments, net of tax


















11,156







11,156







11,156Total comprehensive income


























49,242



2,407



51,649Cash dividends paidCommon ($1 per share)














(7,017
)










(7,017
)






(7,017
)Class B Common ($1 per share)














(2,145
)










(2,145
)






(2,145
)Issuance of 20,000 shares of Class B Common Stock






20



(20
)






















Stock compensation adjustment










(98
)














(98
)






(98
)Conversion of Class B Common Stock into Common Stock


498



(498
)


























Balance on Jan. 3, 2010

$
10,204


$
2,649


$
103,464


$
107,995


$
(46,767
)

$
(61,254
)

$
116,291


$
52,804


$
169,095Comprehensive income:Net income














36,057











36,057



3,485



39,542Ownership share of Southeastern OCI


















49







49







49Foreign currency translation adjustments, net of tax


















(9
)






(9
)






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


















(16,706
)






(16,706
)






(16,706
)Total comprehensive income


























19,391



3,485



22,876Acquisition of noncontrolling interest






























233



233Cash dividends paidCommon ($1 per share)














(7,141
)










(7,141
)






(7,141
)Class B Common ($1 per share)














(2,039
)










(2,039
)






(2,039
)Issuance of 22,320 shares of Class B Common Stock






22



1,294















1,316







1,316Stock compensation adjustment










77















77







77Balance on Jan. 2, 2011

$
10,204


$
2,671


$
104,835


$
134,872


$
(63,433
)

$
(61,254
)

$
127,895


$
56,522


$
184,417    57




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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
        Coca-Cola
      Cash
    and Cash Equivalents
    Credit
    Risk of Trade Accounts Receivable
    Inventories
  first-in,
 58




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Property,
    Plant and Equipment
      held-for-sale held-for-sale. held-for-sale
      Leased
    Property Under Capital Leases
    Internal
    Use Software
    Franchise
    Rights and Goodwill
   59




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      
    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.        Other
    Identifiable Intangible Assets
    Pension
    and Postretirement Benefit Plans
         60




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Income
    Taxes
        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
   61




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Coca-Cola
  Derivative
    Financial Instruments
      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.       62




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Fuel
    Hedges
  mark-to-market
  Aluminum
    Hedges
  mark-to-market
  Risk
    Management Programs
    Cost
    of Sales
    Selling,
    Delivery and Administrative Expenses
  point-of-sale
  Shipping
    and Handling Costs
   63




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Stock
    Compensation with Contingent Vesting
               64




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##### 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.        one-for-one
     65




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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
  3.
    Inventories    Jan. 2,


Jan. 3,In thousands

2011


2010Finished products

$
36,484


$
33,686Manufacturing materials


10,619



8,275Plastic shells, plastic pallets and other inventories


17,767



17,161Total inventories

$
64,870


$
59,122   4.
    Property,
    Plant and Equipment    Jan. 2,


Jan. 3,


EstimatedIn thousands

2011


2010


Useful LivesLand

$
12,965


$
12,671Buildings


119,471



111,314



10-50 yearsMachinery and equipment


136,821



127,068



5-20 yearsTransportation equipment


147,960



156,692



4-17 yearsFurniture and fixtures


37,120



36,573



4-10 yearsCold drink dispensing equipment


312,176



312,079



6-15 yearsLeasehold and land improvements


69,996



64,390



5-20 yearsSoftware for internal use


70,891



65,290



3-10 yearsConstruction in progress


8,733



7,907Total property, plant and equipment, at cost


916,133



893,984Less: Accumulated depreciation and amortization


593,990



567,283Property, plant and equipment, net

$
322,143


$
326,701     held-for-sale
 66




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  held-for-sale. held-for-sale
        5.
    Leased
    Property Under Capital Leases    Jan. 2,


Jan. 3,


EstimatedIn thousands

2011


2010


Useful LivesLeased property under capital leases

$
76,877


$
76,877



3-20 yearsLess: Accumulated amortization


30,021



25,329Leased property under capital leases, net

$
46,856


$
51,548         6.
    Franchise
    Rights and Goodwill    Jan. 2,


Jan. 3,In thousands

2011


2010Franchise rights

$
520,672


$
520,672Goodwill


102,049



102,049Total franchise rights and goodwill

$
622,721


$
622,721      67




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  7.  Other
    Identifiable Intangible Assets
    Jan. 2,


Jan. 3,


EstimatedIn thousands

2011


2010


Useful LivesOther identifiable intangible assets

$
8,675


$
8,665



1-20 yearsLess: Accumulated amortization


3,804



3,315Other identifiable intangible assets, net

$
4,871


$
5,350     8.
    Other
    Accrued Liabilities    Jan. 2,


Jan. 3,In thousands

2011


2010Accrued marketing costs

$
15,894


$
9,738Accrued insurance costs


18,005



18,086Accrued taxes (other than income taxes)


2,023



408Employee benefit plan accruals


9,790



12,015Accrued income taxes


4,839



Checks and transfers yet to be presented for payment from zero
    balance cash account


8,532



11,862All other accrued expenses


10,388



9,869Total other accrued liabilities

$
69,471


$
61,978   9.
    Debt    Interest


Interest

Jan. 2,


Jan. 3,In thousands

Maturity


Rate


Paid

2011


2010Revolving Credit Facility


2012






Varies

$



$
15,000Senior 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



164,757Senior Notes


2019



7.00
%

Semi-annually


110,000



110,000Unamortized discount on Senior Notes


2019









(1,694
)


(1,840
)523,063



537,917Less: Current portion of debt
















Long-term debt











$
523,063


$
537,917  68




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    In thousands2011

$
2012


150,0002013


2014


2015


100,000Thereafter


273,063Total debt

$
523,063          69




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
            10.
    Derivative
    Financial Instruments  Interest
          Commodities
   70




---



##### Table of Contents



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

Classification of Gain (Loss)

2010


2009


2008Fuel hedges  contract premium and contract settlement

S,D&A expenses

$
(267
)

$
(1,189
)

$
1,540Fuel hedges 
    mark-to-market
    adjustment

S,D&A expenses


(1,445
)


3,601



(2,324
)Aluminum hedges  contract premium and contract
    settlement

Cost of sales


1,158



385



Aluminum hedges 
    mark-to-market
    adjustment

Cost of sales


(3,786
)


10,452



Total Net Gain (Loss)



$
(4,340
)

$
13,249


$
(784
)  71




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Balance Sheet

Jan. 2,


Jan. 3,In thousands

Classification

2011


2010AssetsFuel hedges at fair market value

Prepaid expenses and other current assets

$
171


$
1,617Unamortized cost of fuel hedging agreements

Prepaid expenses and other current assets






863Aluminum hedges at fair market value

Prepaid expenses and other current assets


6,666



3,303Unamortized cost of aluminum hedging agreements

Prepaid expenses and other current assets


2,453



967Total



$
9,290


$
6,750Aluminum hedges at fair market value

Other assets

$



$
7,149Unamortized cost of aluminum hedging agreements

Other assets






2,453Total



$



$
9,602     Notional

LatestIn millions

Amount

MaturityFuel hedging agreements

$




December 2010Aluminum hedging agreements


29.7



December 2011     11.
    Fair
    Values of Financial Instruments    Cash
    and Cash Equivalents, Restricted Cash, Accounts Receivable and
    Accounts Payable
    Public
    Debt Securities
    Non-Public
    Variable Rate Debt
    Deferred
    Compensation Plan Assets/Liabilities
   72




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Derivative
    Financial Instruments
      Jan. 2, 2011


Jan. 3, 2010Carrying


Fair


Carrying


FairIn thousands

Amount


Value


Amount


ValuePublic debt securities

$
(523,063
)

$
(564,671
)

$
(522,917
)

$
(557,758
)Non-public variable rate debt










(15,000
)


(15,000
)Deferred compensation plan assets


9,780



9,780



8,471



8,471Deferred compensation plan liabilities


(9,780
)


(9,780
)


(8,471
)


(8,471
)Fuel hedging agreements


171



171



1,617



1,617Aluminum hedging agreements


6,666



6,666



10,452



10,452                 Jan. 2, 2011


Jan. 3, 2010In thousands

Level 1


Level 2


Level 1


Level 2AssetsDeferred compensation plan assets

$
9,780






$
8,471Fuel hedging agreements





$
171






$
1,617Aluminum hedging agreements






6,666







10,452LiabilitiesDeferred compensation plan liabilities


9,780







8,471    73




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
        12.
    Other
    Liabilities    Jan. 2,


Jan. 3,In thousands

2011


2010Accruals for executive benefit plans

$
90,906


$
85,382Other


18,976



21,586Total other liabilities

$
109,882


$
106,968       20-year
   74




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      13.
    Commitments
    and Contingencies        In thousands

Capital Leases


Operating Leases


Total2011

$
8,170


$
3,889


$
12,0592012


7,882



3,314



11,1962013


7,929



2,865



10,7942014


8,080



2,566



10,6462015


8,191



2,678



10,869Thereafter


44,492



11,334



55,826Total minimum lease payments


84,744


$
26,646


$
111,390Less: Amounts representing interest


25,483Present value of minimum lease payments


59,261Less: Current portion of obligations under capital leases


3,866Long-term portion of obligations under capital leases

$
55,395        75




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Coca-Cola
             76




---



##### Table of Contents



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

2010


2009


2008Current:Federal

$
25,988


$
8,657


$
7,661State


567



291



174Total current provision

$
26,555


$
8,948


$
7,835Deferred:Federal

$
(6,695
)

$
6,349


$
(177
)State


1,789



1,284



736Total deferred provision (benefit)

$
(4,906
)

$
7,633


$
559Income tax expense

$
21,649


$
16,581


$
8,394     Fiscal YearIn thousands

2010


2009


2008Statutory expense

$
20,197


$
19,151


$
6,120State income taxes, net of federal benefit


2,516



2,315



762Adjustments for uncertain tax positions


(985
)


(6,266
)


1,228Valuation allowance change


(56
)


(5
)


(286
)Manufacturing deduction benefit


(1,995
)


(420
)


(490
)Meals and entertainment


1,008



871



740Other, net


964



935



320Income tax expense

$
21,649


$
16,581


$
8,394    77




---



##### Table of Contents



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

2010


2009


2008Gross uncertain tax positions at the beginning of the year

$
4,649


$
8,000


$
7,258Increase in the uncertain tax positions as a result of tax
    positions taken during a prior period










938Decrease in the uncertain tax positions principally related to
    temporary differences as a result of tax positions taken in a
    prior period






(214
)


(133
)Increase in the uncertain tax positions as a result of tax
    positions taken in the current period


769



2,535



240Change in the uncertain tax positions relating to settlements
    with taxing authorities






(594
)


Reduction to uncertain tax positions as a result of a lapse of
    the applicable statute of limitations


(1,032
)


(5,078
)


(303
)Gross uncertain tax positions at the end of the year

$
4,386


$
4,649


$
8,000                78




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
        Jan. 2,


Jan. 3,In thousands

2011


2010Intangible assets

$
122,963


$
121,620Depreciation


70,226



70,848Investment in Piedmont


41,755



40,615Pension (nonunion)


11,221



14,649Debt exchange premium


2,634



3,187Inventory


6,173



6,013Deferred income tax liabilities


254,972



256,932Net operating loss carryforwards


(5,706
)


(8,802
)Deferred compensation


(36,322
)


(33,211
)Postretirement benefits


(14,689
)


(14,441
)Capital lease agreements


(4,830
)


(4,277
)Pension (union)


(3,671
)


(4,147
)Other


(7,636
)


(5,851
)Deferred income tax assets


(72,854
)


(70,729
)Valuation allowance for deferred tax assets


499



530Total deferred income tax liability


182,617



186,733Net current deferred income tax asset


(3,531
)


(2,354
)Net noncurrent deferred income tax liability before accumulated
    other comprehensive income


186,148



189,087Deferred taxes recognized in accumulated other comprehensive
    income


(42,186
)


(30,539
)Net noncurrent deferred income tax liability

$
143,962


$
158,548     and/or
 79




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    15.
    Accumulated
    Other Comprehensive Income (Loss)      Jan. 3,


Pre-tax


Tax


Jan. 2,In thousands

2010


Activity


Effect


2011Net pension activity:Actuarial loss

$
(40,626
)

$
(18,423
)

$
7,227


$
(51,822
)Prior service costs


(37
)


(10
)


4



(43
)Net postretirement benefits activity:Actuarial loss


(13,470
)


(8,036
)


3,631



(17,875
)Prior service costs


7,376



(1,784
)


700



6,292Transition asset


26



(25
)


10



11Ownership share of Southeastern OCI


(49
)


81



(32
)


Foreign currency translation adjustment


13



(15
)


6



4Total

$
(46,767
)

$
(28,212
)

$
11,546


$
(63,433
)   Dec. 28,


Pre-tax


Tax


Jan. 3,In thousands

2008


Activity


Effect


2010Net pension activity:Actuarial loss

$
(56,717
)

$
26,536


$
(10,445
)

$
(40,626
)Prior service costs


(45
)


13



(5
)


(37
)Net postretirement benefits activity:Actuarial loss


(9,625
)


(6,341
)


2,496



(13,470
)Prior service costs


8,459



(1,785
)


702



7,376Transition asset


41



(25
)


10



26Ownership share of Southeastern OCI






(81
)


32



(49
)Foreign currency translation adjustment


14



(2
)


1



13Total

$
(57,873
)

$
18,315


$
(7,209
)

$
(46,767
)   16.
    Capital
    Transactions   sm share-for-share
   80




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##### Table of Contents



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


Grant-Date


CompensationYear

Awarded


Price


Expense2008


20,000


$
56.50


$
1,130,000  81




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
            Coca-Cola
    17.
    Benefit
    Plans  Pension
    Plans
  35-year
 82




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      Changes
    in Projected Benefit Obligation
  Fiscal YearIn thousands

2010


2009Projected benefit obligation at beginning of year

$
193,583


$
188,983Service cost


79



71Interest cost


11,441



11,136Actuarial (gain) loss


29,105



(255
)Benefits paid


(6,449
)


(6,352
)Change in plan provisions


25



Projected benefit obligation at end of year

$
227,784


$
193,583       Change in
    Plan Assets
  In thousands

2010


2009Fair value of plan assets at beginning of year

$
146,564


$
116,519Actual return on plan assets


16,485



26,297Employer contributions


9,530



10,100Benefits paid


(6,449
)


(6,352
)Fair value of plan assets at end of year

$
166,130


$
146,564   Funded
    Status
  Jan. 2,


Jan. 3,In thousands

2011


2010Projected benefit obligation

$
(227,784
)

$
(193,583
)Plan assets at fair value


166,130



146,564Net funded status

$
(61,654
)

$
(47,019
)  83




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Amounts
    Recognized in the Consolidated Balance Sheets
  Jan. 2,


Jan. 3,In thousands

2011


2010Current liabilities

$



$
Noncurrent liabilities


(61,654
)


(47,019
)Net amount recognized

$
(61,654
)

$
(47,019
)   Net
    Periodic Pension Cost
  Fiscal YearIn thousands

2010


2009


2008Service cost

$
79


$
71


$
82Interest cost


11,441



11,136



10,806Expected return on plan assets


(11,525
)


(9,342
)


(13,641
)Amortization of prior service cost


14



13



16Recognized net actuarial loss


5,723



9,327



444Net periodic pension cost (income)

$
5,732


$
11,205


$
(2,293
)   Significant
    Assumptions Used
  2010


2009


2008Projected benefit obligation at the measurement date:Discount rate


5.50
%


6.00
%


6.00
%Weighted average rate of compensation increase


N/A



N/A



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


6.00
%


6.00
%


6.25
%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



N/A   Cash
    Flows
  In thousandsAnticipated future pension benefit payments for the fiscal years:2011

$
6,9252012


7,3012013


7,7762014


8,1782015


5,6852016  2020


53,415    84




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Plan
    Assets
    WeightedAverageExpectedTarget


Percentage of Plan


Long-TermAllocation


Assets at Fiscal Year-End


Rate of2011


2010


2009


Return - 2010U.S. large capitalization equity securities


40
%


42
%


41
%


3.6
%U.S. small/mid-capitalization equity securities


5
%


4
%


4
%


.5
%International equity securities


15
%


12
%


11
%


1.4
%Debt securities


40
%


42
%


44
%


2.5
%Total


100
%


100
%


100
%


8.0
%     tm tm tm
   85




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Quoted Pricesin ActiveMarket for


Significant OtherIdentical Assets


Observable InputIn thousands

(Level 1)


(Level 2)


TotalCash equivalents(1)Common/collective trust funds

$



$
871


$
871Equity securities(2)U.S. large capitalization


19,395







19,395U.S. mid-capitalization


4,186







4,186International


2,123







2,123Common/collective trust funds(3)






69,916



69,916Other


1,053







1,053Fixed incomeCommon/collective trust funds(3)






68,586



68,586Total

$
26,757


$
139,373


$
166,130   (1)
    
    Cash equivalents are valued at $100/unit which approximates fair
    value.(2)
    
    Equity securities other than common/collective trust funds
    consist primarily of common stock. Investments in common stocks
    are valued using quoted market prices multiplied by the number
    of shares owned.(3)
    
    The underlying investments held in common/collective trust funds
    are actively managed equity securities and fixed income
    investment vehicles that are valued at the net asset value per
    share multiplied by the number of shares held as of the
    measurement date.    Quoted Pricesin ActiveMarket for


Significant OtherIdentical Assets


Observable InputIn thousands

(Level 1)


(Level 2)


TotalCash equivalents(1)Common/collective trust funds

$



$
323


$
323Equity securities(2)U.S. large capitalization


19,387







19,387U.S. mid-capitalization


4,174







4,174International


101







101Common/collective trust funds(3)






58,500



58,500Other


726







726Fixed incomeCommon/collective trust funds(3)






63,353



63,353Total

$
24,388


$
122,176


$
146,564   (1)
    
    Cash equivalents are valued at $100/unit which approximates fair
    value. 86




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   (2)
    
    Equity securities other than common/collective trust funds
    consist primarily of common stock. Investments in common stocks
    are valued using quoted market prices multiplied by the number
    of shares owned.(3)
    
    The underlying investments held in common/collective trust funds
    are actively managed equity securities and fixed income
    investment vehicles that are valued at the net asset value per
    share multiplied by the number of shares held as of the
    measurement date.    401(k)
    Savings Plan
      Postretirement
    Benefits
   87




---



##### Table of Contents



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

2010


2009Benefit obligation at beginning of year

$
44,811


$
36,832Service cost


752



617Interest cost


2,521



2,295Plan participants contributions


548



537Actuarial loss


9,539



7,384Benefits paid


(2,963
)


(2,957
)Medicare Part D subsidy reimbursement


103



103Benefit obligation at end of year

$
55,311


$
44,811Fair value of plan assets at beginning of year

$



$
Employer contributions


2,312



2,317Plan participants contributions


548



537Benefits paid


(2,963
)


(2,957
)Medicare Part D subsidy reimbursement


103



103Fair value of plan assets at end of year

$



$
   Jan. 2,


Jan. 3,In thousands

2011


2010Current liabilities

$
(2,802
)

$
(2,524
)Noncurrent liabilities


(52,509
)


(42,287
)Accrued liability at end of year

$
(55,311
)

$
(44,811
)     Fiscal YearIn thousands

2010


2009


2008Service cost

$
752


$
617


$
511Interest cost


2,521



2,295



2,145Amortization of unrecognized transitional assets


(25
)


(25
)


(25
)Recognized net actuarial loss


1,502



1,043



916Amortization of prior service cost


(1,784
)


(1,784
)


(1,784
)Net periodic postretirement benefit cost

$
2,966


$
2,146


$
1,763   Significant Assumptions Used

2010


2009


2008Benefit obligation at the measurement date:Discount rate


5.25
%


5.75
%


6.25
%Net periodic postretirement benefit cost for the fiscal year:Discount rate


5.75
%


6.25
%


6.25
%  88




---



##### Table of Contents



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

1% Increase

1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at January 2, 2011

$
6,536


$
(5,783
)Service cost and interest cost in 2010


289



(255
)   Cash
    Flows
    In thousandsAnticipated future postretirement benefit payments reflecting
    expected future service for the fiscal years:2011

$
2,8022012


2,9562013


3,0252014


3,2332015


3,3282016  2020


18,665       Jan. 3,


Actuarial


Reclassification


Jan. 2,In thousands

2010


Gain (Loss)


Adjustments


2011Pension Plans:Actuarial loss

$
(67,199
)

$
(24,146
)

$
5,723


$
(85,622
)Prior service cost (credit)


(61
)


(25
)


15



(71
)Postretirement Medical:Actuarial loss


(22,232
)


(9,539
)


1,503



(30,268
)Prior service cost (credit)


12,201







(1,784
)


10,417Transition asset


43







(25
)


18$
(77,248
)

$
(33,710
)

$
5,432


$
(105,526
)  89




---



##### Table of Contents



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


PostretirementIn thousands

Plans


Medical


TotalActuarial loss

$
2,063


$
2,120


$
4,183Prior service cost (credit)


17



(1,717
)


(1,700
)Transitional asset






(18
)


(18
)$
2,080


$
385


$
2,465   Multi-Employer
    Benefits
     90




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  18.
    Related
    Party Transactions  Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  Fiscal YearIn millions

2010


2009


2008Payments by the Company for concentrate, syrup, sweetener and
    other purchases

$
393.5


$
361.7


$
363.3Marketing funding support payments to the Company


(45.1
)


(46.0
)


(42.9
)Payments by the Company net of marketing funding support

$
348.4


$
315.7


$
320.4Payments by the Company for customer marketing programs

$
50.7


$
52.0


$
48.6Payments by the Company for cold drink equipment parts


8.6



7.2



7.1Fountain delivery and equipment repair fees paid to the Company


10.4



11.2



10.4Presence marketing support provided by The
    Coca-Cola
    Company on the Companys behalf


4.4



4.5



4.0Payments to the Company to facilitate the distribution of
    certain brands and packages to other
    Coca-Cola
    bottlers


2.8



1.0



Sales of finished products to The
    Coca-Cola
    Company


.1



1.1



6.3   Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola
 91




---



##### Table of Contents



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

2010


2009


2008Minimum rentals

$
4.9


$
4.8


$
4.7Contingent rentals


(1.7
)


(1.4
)


(.9
)Total rental payments

$
3.2


$
3.4


$
3.8         Fiscal YearIn millions

2010


2009


2008Minimum rentals

$
3.6


$
3.6


$
3.5Contingent rentals


.2



.1



.2Total rental payments

$
3.8


$
3.7


$
3.7  92




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
         93




---



##### Table of Contents



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

2010


2009


2008Bottle/can sales:Sparkling beverages (including energy products)

$
1,031,423


$
1,006,356


$
1,011,656Still beverages


213,570



202,079



225,618Total bottle/can sales


1,244,993



1,208,435



1,237,274Other sales:Sales to other
    Coca-Cola
    bottlers


140,807



131,153



128,651Post-mix and other


128,799



103,398



97,690Total other sales


269,606



234,551



226,341Total net sales

$
1,514,599


$
1,442,986


$
1,463,615    94




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##### 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)

2010


2009


2008Numerator for basic and diluted net income per Common Stock and
    Class B Common Stock share:Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated

$
36,057


$
38,136


$
9,091Less dividends:Common Stock


7,141



7,070



6,644Class B Common Stock


2,039



2,092



2,500Total undistributed earnings

$
26,877


$
28,974


$
(53
)Common Stock undistributed earnings  basic

$
20,905


$
22,360


$
(39
)Class B Common Stock undistributed earnings 
    basic


5,972



6,614



(14
)Total undistributed earnings

$
26,877


$
28,974


$
(53
)Common Stock undistributed earnings  diluted

$
20,814


$
22,279


$
(38
)Class B Common Stock undistributed earnings 
    diluted


6,063



6,695



(15
)Total undistributed earnings  diluted

$
26,877


$
28,974


$
(53
)Numerator for basic net income per Common Stock share:Dividends on Common Stock

$
7,141


$
7,070


$
6,644Common Stock undistributed earnings  basic


20,905



22,360



(39
)Numerator for basic net income per Common Stock share

$
28,046


$
29,430


$
6,605Numerator for basic net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,039


$
2,092


$
2,500Class B Common Stock undistributed earnings 
    basic


5,972



6,614



(14
)Numerator for basic net income per Class B Common Stock
    share

$
8,011


$
8,706


$
2,486Numerator for diluted net income per Common Stock share:Dividends on Common Stock

$
7,141


$
7,070


$
6,644Dividends on Class B Common Stock assumed converted to
    Common Stock


2,039



2,092



2,500Common Stock undistributed earnings  diluted


26,877



28,974



(53
)Numerator for diluted net income per Common Stock share

$
36,057


$
38,136


$
9,091   95




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##### Table of Contents



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

2010


2009


2008Numerator for diluted net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,039


$
2,092


$
2,500Class B Common Stock undistributed earnings 
    diluted


6,063



6,695



(15
)Numerator for diluted net income per Class B Common Stock
    share

$
8,102


$
8,787


$
2,485Denominator for basic net income per Common Stock and
    Class B Common Stock share:Common Stock weighted average shares outstanding 
    basic


7,141



7,072



6,644Class B Common Stock weighted average shares
    outstanding  basic


2,040



2,092



2,500Denominator 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)


9,221



9,197



9,160Class B Common Stock weighted average shares
    outstanding  diluted


2,080



2,125



2,516Basic net income per share:Common Stock

$
3.93


$
4.16


$
.99Class B Common Stock

$
3.93


$
4.16


$
.99Diluted net income per share:Common Stock

$
3.91


$
4.15


$
.99Class B Common Stock

$
3.90


$
4.13


$
.99      (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 includes the diluted effect of
    shares relative to the restricted stock award in 2008 and the
    performance unit award in 2010 and 2009. 96




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  21.
    Risks and
    Uncertainties  Coca-Cola
      Coca-Cola
     97




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##### Table of Contents



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

2010


2009


2008Accounts receivable, trade, net

$
(4,015
)

$
7,122


$
(7,350
)Accounts receivable from The
    Coca-Cola
    Company


(7,972
)


(655
)


346Accounts receivable, other


(1,875
)


(4,015
)


(5,123
)Inventories


(7,887
)


6,375



(1,963
)Prepaid expenses and other current assets


9,142



(13,963
)


(573
)Accounts payable, trade


(5,377
)


(17,218
)


(8,940
)Accounts payable to The
    Coca-Cola
    Company


(2,822
)


(7,431
)


23,714Other accrued liabilities


7,487



4,474



(1,594
)Accrued compensation


3,608



517



(162
)Accrued interest payable


2



(2,618
)


(278
)Increase in current assets less current liabilities

$
(9,709
)

$
(27,412
)

$
(1,923
)   Non-cash
    activity
      Fiscal YearIn thousands

2010

2009

2008Interest

$
34,117


$
39,268


$
35,133Income taxes


14,117



13,825



6,954  98




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  23.
    New
    Accounting Pronouncements  Recently
    Issued Pronouncements
      decrease-in-ownership decrease-in-ownership 810-10
   99




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  24.
    Quarterly
    Financial Data (Unaudited)    QuarterYear Ended January 2,
    2011

1(1)

2(2)(3)(4)

3(5)(6)(7)

4(8)In thousands (except per share
    data)Net sales

$
347,498


$
417,361


$
395,364


$
354,376Gross margin


146,703



168,008



173,117



152,988Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated


4,660



12,043



15,533



3,821Basic net income per share based on net income attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
.51


$
1.31


$
1.69


$
.42Class B Common Stock

$
.51


$
1.31


$
1.69


$
.42Diluted net income per share based on net income attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
.51


$
1.31


$
1.68


$
.41Class B Common Stock

$
.50


$
1.30


$
1.68


$
.41   QuarterYear Ended January 3,
    2010

1(9)(10)

2(11)(12)

3(13)(14)

4(15)In thousands (except per share
    data)Net sales

$
336,261


$
377,749


$
374,556


$
354,420Gross margin


147,129



160,127



157,320



155,418Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated


8,531



12,187



15,428



1,990Basic net income per share based on net income 
    attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
.93


$
1.33


$
1.68


$
.22Class B Common Stock

$
.93


$
1.33


$
1.68


$
.22Diluted net income per share based on net income attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
.93


$
1.32


$
1.68


$
.22Class B Common Stock

$
.93


$
1.32


$
1.67


$
.21      (1)
    
    Net income in the first quarter of 2010 included a
    $0.5 million debit to income tax expense ($.05 per basic
    common share) related to the change in tax law eliminating the
    tax deduction available for Medicare Part D subsidy.(2)
    
    Net income in the second quarter of 2010 included a
    $1.1 million ($0.7 million net of tax, or $0.07 per
    basic common share) debit for a
    mark-to-market
    adjustment related to the Companys fuel hedging program.(3)
    
    Net income in the second quarter of 2010 included a
    $6.7 million ($4.1 million net of tax, or $0.45 per
    basic common share) debit for
    mark-to-market
    adjustment related to the Companys aluminum hedging
    program.(4)
    
    Net income in the second quarter of 2010 included a
    $0.8 million ($0.5 million net of tax, or $.05 per
    basic common share) credit related to the gain on the
    replacement of flood damaged production equipment. 100




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   (5)
    
    Net income in the third quarter of 2010 included a
    $3.0 million ($1.8 million net of tax, or $0.20 per
    basic common share) credit for
    mark-to-market
    adjustment related to the Companys aluminum hedging
    program.(6)
    
    Net income in the third quarter of 2010 included a
    $0.8 million ($0.5 million net of tax, or $.05 per
    basic common share) debit related to the impairment/accelerated
    depreciation of property, plant and equipment.(7)
    
    Net income in the third quarter of 2010 included a
    $1.7 million credit to income tax expense ($0.18 per basic
    common share) related to the reduction of the liability for
    uncertain tax positions due mainly to the lapse of applicable
    statutes of limitations.(8)
    
    Net income in the fourth quarter of 2010 included a
    $2.9 million ($1.7 million net of tax, or $.19 per
    basic common share) debit related to the impairment/accelerated
    depreciation of property, plant and equipment.(9)
    
    Net income in the first quarter of 2009 included a
    $1.7 million credit to income tax expense ($.18 per basic
    common share) related to an agreement with a taxing authority to
    settle certain prior tax positions.(10)
    
    Net income in the first quarter of 2009 included a
    $1.8 million ($1.1 million net of tax, or $0.12 per
    basic common share) credit for a
    mark-to-market
    adjustment related to the Companys fuel hedging program.(11)
    
    Net income in the second quarter of 2009 included a
    $1.6 million ($1.0 million net of tax, or $0.11 per
    basic common share) credit for
    mark-to-market
    adjustment related to the Companys fuel hedging program.(12)
    
    Net income in the second quarter of 2009 included a
    $3.2 million ($2.0 million net of tax, or $0.21 per
    basic common share) credit for
    mark-to-market
    adjustment related to the Companys aluminum hedging
    program.(13)
    
    Net income in the third quarter of 2009 included a
    $5.4 million credit to income tax expense ($0.59 per basic
    common share) related to the reduction of the liability for
    uncertain tax positions due mainly to the lapse of applicable
    statutes of limitations.(14)
    
    Net income in the third quarter of 2009 included a
    $1.4 million ($0.9 million net of tax, or $0.10 per
    basic common share) credit for
    mark-to-market
    adjustment related to the Companys aluminum hedging
    program.(15)
    
    Net income in the fourth quarter of 2009 included a
    $5.1 million ($3.1 million net of tax, or $0.34 per
    basic common share) credit for
    mark-to-market
    adjustment related to the Companys aluminum hedging
    program. 101




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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 30, 2007

$



$



$
Provision


4,559



63



4,622Cash payments


3,583



50



3,633Balance at December 28, 2008

$
976


$
13


$
989Balance at December 28, 2008

$
976


$
13


$
989Cash payments


914



13



927Balance at January 3, 2010

$
62


$



$
62Balance at January 3, 2010

$
62


$



$
62Cash payments


62







62Balance at January 2, 2011

$



$



$
  102




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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
     103




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  Coca-Cola
  Coca-Cola Internal Control  Integrated Framework
      
    104




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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   105




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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   106




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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 this 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.   107




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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.(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)

Officers Certificate pursuant to Sections 102 and 301
    of the Indenture, dated as of July 20, 1994, as
    supplemented and restated by the Supplemental Indenture dated as
    of March 3, 1995, between the Company and The Bank of New
    York Mellon Trust Company, N.A., as successor trustee,
    relating to the establishment of the Companys $110,000,000
    aggregate principal amount of 7.00% Senior Notes Due 2019.

Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended July 4, 2010 (File No. 0-9286).(4.4)

Resolutions adopted by certain committees of the board of
    directors of the Company related to the establishment of the
    Companys $110,000,000 aggregate principal amount of
    7.00% Senior Notes Due 2019.

Exhibit 4.3 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended July 4, 2010 (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)

Form of the Companys 7.00% Senior Notes due 2019.

Exhibit 4.1 to the Companys Current Report on Form 8-K
    filed on April 7, 2009 (File No. 0-9286).(4.9)

Third Amended and Restated Promissory Note, dated as of
    June 16, 2010, by and between the Company and Piedmont
    Coca-Cola
    Bottling Partnership.

Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended July 4, 2010 (File No. 0-9286). 108




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(4.10)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended July 4, 2010 (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)

Form of Master Bottle Contract (Cola Beverage
    Agreement), made and entered into, effective January 27,
    1989, between The Coca-Cola Company and the Company, together
    with Form of Home Market Amendment to Master Bottle Contract,
    effective as of October 29, 1999.

Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 3, 2010 (File
    No. 0-9286).(10.9)

Form of Allied Bottle Contract (Allied Beverage
    Agreement), made and entered into effective January 11,
    1990 between The Coca-Cola Company and the Company (as successor
    to Coca-Cola Bottling Company of Anderson, S.C.).

Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 3, 2010 (File
    No. 0-9286). 109




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10.10)

Letter Agreement, dated January 27, 1989, between The Coca-Cola
    Company and the Company, modifying the Cola Beverage Agreements
    and Allied Beverage Agreements.

Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 3, 2010 (File
    No. 0-9286).(10.11)

Form of Marketing and Distribution Agreement (Still
    Beverage Agreement), made and entered into effective
    October 1, 2000, between The Coca-Cola Company and the Company
    (as successor to Metrolina Bottling Company), with respect to
    Dasani.

Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 3, 2010 (File
    No. 0-9286).(10.12)

Form of Letter Agreement, dated December 10, 2001, between The
    Coca-Cola Company and the Company, together with Letter
    Agreement dated December 14, 1994, modifying the Still Beverage
    Agreements.

Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 3, 2010 (File
    No. 0-9286).(10.13)

Incidence Pricing Letter Agreement (Pricing
    Agreement), dated March 16, 2009, between The Coca-Cola
    Company and the Company.**

Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 3, 2010 (File
    No. 0-9286).(10.14)

Amendment to Pricing Agreement, dated December 27, 2010, between
    the Company and The Coca-Cola Company, by and through its
    Coca-Cola North America division.

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on December 28, 2010 (File
    No. 0-9286).(10.15)

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).(10.16)

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).(10.17)

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).(10.18)

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).(10.19)

Lease Agreement, dated as of March 23, 2009, between the Company
    and Harrison Limited Partnership One.

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on March 26, 2009 (File
    No. 0-9286).(10.20)

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). 110




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10.21)

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).(10.22)

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).(10.23)

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).(10.24)

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).(10.25)

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).(10.26)

First Amendment to Management Agreement (relating to the
    Management Agreement designated as Exhibit 10.25 of this Exhibit
    Index) effective 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).(10.27)

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).(10.28)

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).(10.29)

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).(10.30)

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). 111




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10.31)

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).(10.32)

Form of Long-Term Performance Plan Bonus Award Agreement.*

Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended July 4, 2010 (File
    No. 0-9286).(10.33)

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).(10.34)

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).(10.35)

Amendment No. 1 to Supplemental Savings Incentive Plan,
    effective January 1, 2010.*

Exhibit 10.31 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended January 3, 2010 (File
    No. 0-9286).(10.36)

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).(10.37)

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).(10.38)

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

Exhibit 10.32 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 28, 2008 (File
    No. 0-9286).(10.39)

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).(10.40)

Form of Amended and Restated Split-Dollar and Deferred
    Compensation Replacement Benefit Agreement, effective as of
    November 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).(10.41)

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).(12)

Ratio of earnings to fixed charges.

Filed herewith.(21)

List of subsidiaries.

Filed herewith. 112




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or 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.**
    
    Certain portions of the exhibit have been omitted and filed
    separately with the Securities and Exchange Commission.
    Confidential treatment has been requested for such portions of
    the exhibit.  (b)    Exhibits.
    (c)    Financial
    Statement Schedules.
   113




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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 January 2, 2011

$
2,187


$
(445
)

$
442


$
1,300Fiscal year ended January 3, 2010

$
1,188


$
1,593


$
594


$
2,187Fiscal year ended December 28, 2008

$
1,137


$
523


$
472


$
1,188  114




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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 18, 2011By: /s/  H.
    W. McKay BelkH.
    W. McKay Belk

Director

March 18, 2011By: /s/  Alexander
    B. Cummings, Jr.Alexander
    B. Cummings, Jr.

Director

March 18, 2011By: /s/  Sharon
    A. DeckerSharon
    A. Decker

Director

March 18, 2011By: /s/  William
    B. ElmoreWilliam
    B. Elmore

President, Chief Operating Officer and Director

March 18, 2011By: /s/  Deborah
    H. EverhartDeborah
    H. Everhart

Director

March 18, 2011By: /s/  Henry
    W. FlintHenry
    W. Flint

Vice Chairman of the Board of Directors and Director

March 18, 2011By: William
    H. Jones

Director

March 18, 2011By: /s/  James
    H. MorganJames
    H. Morgan

Director

March 18, 2011By: /s/  John
    W. Murrey, IIIJohn
    W. Murrey, III

Director

March 18, 2011By: /s/  Dennis
    A. WickerDennis
    A. Wicker

Director

March 18, 2011By: /s/  James
    E. HarrisJames
    E. Harris

Senior Vice President and
    Chief Financial Officer

March 18, 2011By: /s/  William
    J. BilliardWilliam
    J. Billiard

Vice President, Operations Finance and Chief Accounting Officer

March 18, 2011  115