##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 30, 2007   Commission file number 0-9286
  Coca-Cola
    Bottling Co. Consolidated
 (Exact name of registrant as
    specified in its charter)
  Delaware

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

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

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

The Nasdaq Stock Market LLC      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 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 1, 2007Common Stock, $1.00 Par Value

$234,199,768Class B Common Stock, $1.00 Par Value

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

February 29, 2008Common Stock, $1.00 Par Value


6,643,677Class B Common Stock, $1.00 Par Value


2,499,652   Documents
    Incorporated by Reference
  Portions of Proxy Statement to be filed pursuant to
    Section 14 of the Exchange Act with respect to the 2008
    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


15Item 2.

Properties


15Item 3.

Legal Proceedings


16Item 4.

Submission of Matters to a Vote of Security
    Holders


16Executive Officers of the Company


16PART IIItem 5.

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


19Item 6.

Selected Financial Data


21Item 7.

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


22Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


48Item 8.

Financial Statements and Supplementary Data


49Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


94Item 9A.

Controls and Procedures


94Item 9B.

Other Information


94PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


95Item 11.

Executive Compensation


95Item 12.

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


95Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


95Item 14.

Principal Accountant Fees and Services


95PART IVItem 15.

Exhibits and Financial Statement Schedules


96Signatures


103




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




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##### Table of Contents



Coca-Cola
  The Coca-Cola CompanySparkling Beverages



Products Licensed(Including Energy



by Other Beverage

Company OwnedProducts)

Still Beverages

Companies

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

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

Dr Pepper
    Diet Dr Pepper
    Sundrop
    Cinnabon Premium
      Coffee Lattes
    BooKoo Beverages

Respect
    Tum-E Yummies
    Country Breeze tea
    diet Country Breeze tea
    Frigid Dog
    Scalded Dog
    Strait Dog   Beverage
    Agreements
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Bottle Contracts for
    Coca-Cola
    Trademark Beverages. Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
 2




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##### Table of Contents



Coca-Cola Coca-Cola
    
    to maintain such plant, equipment, staff and distribution and
    vending facilities as are capable of manufacturing, packaging
    and distributing the
    Coca-Cola
    Trademark Beverages in authorized containers, and in sufficient
    quantities to satisfy fully the demand for these beverages in
    its territories;
    to undertake adequate quality control measures and maintain
    sanitation standards prescribed by The
    Coca-Cola
    Company;
    to develop, stimulate and satisfy fully the demand for
    Coca-Cola
    Trademark Beverages and to use all approved means, and to spend
    such funds on advertising and other forms of marketing as may be
    reasonably required, to meet that objective; and
    to maintain such sound financial capacity as may be reasonably
    necessary to assure performance by the Company and its
    affiliates of their 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
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
 3




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##### Table of Contents



Coca-Cola
  Coca-Cola
  
    the Companys insolvency, bankruptcy, dissolution,
    receivership or similar conditions;
    the Companys disposition of any interest in the securities
    of any bottling subsidiary without the consent of The
    Coca-Cola
    Company;
    termination of any agreement regarding the manufacture,
    packaging, distribution or sale of
    Coca-Cola
    Trademark Beverages between The
    Coca-Cola
    Company and any person that controls the Company;
    any material breach of any obligation arising under the Bottle
    Contracts (including failure to make timely payment for any
    concentrate or syrup or of any other debt owing to The
    Coca-Cola
    Company, failure to meet sanitary or quality control standards,
    failure to comply strictly with manufacturing standards and
    instructions, failure to carry out an approved plan as described
    above, and failure to cure a violation of the terms regarding
    imitation products) that remains uncured for 120 days after
    notice by The
    Coca-Cola
    Company;
    producing, manufacturing, selling or dealing in any product or
    any concentrate or syrup which might be confused with those of
    The
    Coca-Cola
    Company;
    selling any product under any trade dress, trademark or
    tradename or in any container that is an imitation of a trade
    dress or container in which The
    Coca-Cola
    Company claims a proprietary interest; and
    owning any equity interest in or controlling any entity which
    performs any of the activities described in the immediately
    preceding two items.  Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
  Allied Bottle Contracts with The
    Coca-Cola
    Company. Coca-Cola Coca-Cola Coca-Cola
  
    the Companys insolvency, bankruptcy, dissolution,
    receivership or similar condition;
    termination of the Companys Bottle Contracts covering the
    same territory by either party for any reason; and
    any material breach of any obligation of the Company under the
    Allied Bottle Contracts that remains uncured for 120 days
    after notice by The
    Coca-Cola
    Company. 4




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##### Table of Contents



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




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##### Table of Contents



Fiscal Year2007


2006


2005Bottle/can sales under beverage contracts


84
%


83
%


84
%Post-mix and other sales


7
%


6
%


6
%Sales to other
    Coca-Cola
    bottlers


9
%


11
%


10
%Total


100
%


100
%


100
%   Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Agreement
    with The
    Coca-Cola
    Company
  Coca-Cola Coca-Cola
  Markets
    and Production and Distribution Facilities
  Coca-Cola
    North Carolina.
  South Carolina.
  South Alabama.
  South Georgia.
 6




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##### Table of Contents



Middle Tennessee.
  Western Virginia.
  West Virginia.
  Coca-Cola
  Raw
    Materials
  Coca-Cola
  Coca-Cola (8-ounce,
    Coca-Cola Coca-Cola Coca-Cola Coca-Cola
   7




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##### Table of Contents



Customers
    and Marketing
    Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  Coca-Cola
    Seasonality
   8




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##### Table of Contents



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




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##### Table of Contents



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,
  The
    Company may not be able to respond successfully to changes in
    the marketplace.
    Changes
    in how significant customers market or promote the
    Companys products could reduce revenue.
    Changes
    in public and consumer preferences related to nonalcoholic
    beverages could reduce demand for the Companys products
    and reduce profitability.
   10




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##### Table of Contents



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 bottling
    contracts 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
 11




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The
    inability of the Companys aluminum can or plastic bottle
    suppliers to meet the Companys purchase requirements could
    reduce the Companys profitability.
    The
    inability of the Company to offset higher raw material costs
    with higher selling prices, increased bottle/can volume or
    reduced expenses could have an adverse impact on the
    Companys profitability.
  Coca-Cola
      Sustained
    increases in fuel prices or the inability of the Company to
    secure adequate supplies of fuel could have an adverse impact on
    the Companys profitability.
    Sustained
    increases in workers compensation, employment practices
    and vehicle accident costs could reduce the Companys
    profitability.
    Sustained
    increases in the cost of employee benefits could reduce the
    Companys profitability.
   12




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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
    Companys credit rating could be negatively impacted by The
    Coca-Cola
    Company.
  Coca-Cola and/or Coca-Cola
  Changes
    in legal contingencies could adversely impact the Companys
    future profitability.
    Legislative
    changes that affect the Companys distribution and
    packaging could reduce demand for the Companys products or
    increase the Companys costs.
   13




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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.
    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
    bottler system disputes.
  Coca-Cola Coca-Cola Coca-Cola
  Managements
    use of estimates and assumptions could have a material effect on
    reported results.
    The
    Company has experienced public policy challenges regarding the
    sale of soft drinks in schools, particularly elementary, middle
    and high schools.
    The
    concentration of the Companys capital stock ownership with
    the Harrison family limits other stockholders ability to
    influence corporate matters.
   14




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

Utilization*Charlotte, North Carolina


69
%Mobile, Alabama


51
%Nashville, Tennessee


65
%Roanoke, Virginia


65
%    *
    
    Estimated 2008 production divided by capacity (based on
    operations of 6 days per week and 20 hours per day).   15




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Sales
    Distribution Facilities
  Number ofRegion

FacilitiesNorth Carolina


16South Carolina


6South Alabama


4South Georgia


5Middle Tennessee


3Western Virginia


4West Virginia


8Total


46       Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   Executive
    Officers of the Company    J. FRANK HARRISON, III
  WILLIAM B. ELMORE
 16




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##### Table of Contents



HENRY W. FLINT
  STEVEN D. WESTPHAL
  WILLIAM J. BILLIARD
  CLIFFORD M. DEAL, III
  NORMAN C. GEORGE
  JAMES E. HARRIS
  KEVIN A. HENRY
  UMESH M. KASBEKAR
 17




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##### Table of Contents



MELVIN F. LANDIS, III
  LAUREN C. STEELE
  JOLANTA T. ZWIREK
 18




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  ®
  Fiscal Year2007


2006High


Low


High


LowFirst quarter

$
68.65


$
52.62


$
47.38


$
43.10Second quarter


58.50



49.78



52.42



43.50Third quarter


60.95



50.10



63.46



50.20Fourth quarter


64.19



53.95



69.04



58.50            19




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##### Table of Contents



Coca-Cola Coca-Cola
    CUMULATIVE
    TOTAL RETURN
    Based upon an initial investment of $100 on December 27,
    2002
    with dividends reinvested
  
  12/27/02


12/26/03


12/31/04


12/30/05


12/29/06


12/28/07Coca-Cola
    Bottling Co. Consolidated (CCBCC)


$
100



$
86



$
94



$
73



$
118



$
104S&P
    500®


$
100



$
127



$
143



$
150



$
174



$
185Peer Group


$
100



$
114



$
114



$
117



$
134



$
169  20




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

2007


2006


2005


2004


2003Summary of OperationsNet sales

$
1,435,999


$
1,431,005


$
1,380,172


$
1,267,227


$
1,220,403Cost of sales


814,865



808,426



761,261



666,534



640,434Selling, delivery and administrative expenses


538,806



537,365



525,903



513,227



493,593Amortization of intangibles


445



550



880



3,117



3,105Total costs and expenses


1,354,116



1,346,341



1,288,044



1,182,878



1,137,132Income from operations


81,883



84,664



92,128



84,349



83,271Interest expense


47,641



50,286



49,279



43,983



41,914Minority interest


2,003



3,218



4,097



3,816



3,297Income before income taxes


32,239



31,160



38,752



36,550



38,060Income taxes


12,383



7,917



15,801



14,702



7,357Net income

$
19,856


$
23,243


$
22,951


$
21,848


$
30,703Basic net income per share:Common Stock

$
2.18


$
2.55


$
2.53


$
2.41


$
3.40Class B Common Stock

$
2.18


$
2.55


$
2.53


$
2.41


$
3.40Diluted net income per share:Common Stock

$
2.17


$
2.55


$
2.53


$
2.41


$
3.40Class B Common Stock

$
2.17


$
2.54


$
2.53


$
2.41


$
3.40Cash dividends per share:Common Stock

$
1.00


$
1.00


$
1.00


$
1.00


$
1.00Class B Common Stock

$
1.00


$
1.00


$
1.00


$
1.00


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


6,644



6,643



6,643



6,643



6,643Class B Common Stock


2,480



2,460



2,440



2,420



2,400Weighted average number of common shares outstanding 
    assuming dilution:Common Stock


9,141



9,120



9,083



9,063



9,043Class B Common Stock


2,497



2,477



2,440



2,420



2,400Year-End Financial PositionTotal assets

$
1,291,799


$
1,364,467


$
1,341,839


$
1,314,063


$
1,349,920Current portion of debt


7,400



100,000



6,539



8,000



17,678Current portion of obligations under capital leases


2,602



2,435



1,709



1,826



1,337Obligations under capital leases


77,613



75,071



77,493



79,202



44,226Long-term debt


591,450



591,450



691,450



700,039



785,039Stockholders equity


120,504



93,953



75,134



64,439



52,472    *
    
    See Managements Discussion and Analysis of Financial
    Condition and Results of Operations and the accompanying notes
    to consolidated financial statements for additional information.**
    
    All years presented are 52-week fiscal years except 2004 which
    was a 53-week year. 21




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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 2007.
    Discussion of Critical Accounting Policies, Estimates and New
    Accounting Pronouncements  a discussion of accounting
    policies that are most important to the portrayal of the
    Companys financial condition and results of operations and
    that require critical judgments and estimates and the expected
    impact of new accounting pronouncements.
    Results of Operations  an analysis of the
    Companys results of operations for the three years
    presented in the consolidated financial statements.
    Financial Condition  an analysis of the
    Companys financial condition as of the end of the last two
    years as presented in the consolidated financial statements.
    Liquidity and Capital Resources  an analysis of
    capital resources, cash sources and uses, investing activities,
    financing activities, off-balance sheet arrangements, aggregate
    contractual obligations and hedging activities.
    Cautionary Information Regarding Forward-Looking Statements.    Coca-Cola Coca-Cola
  Our
    Business and the Nonalcoholic Beverage Industry
  Coca-Cola Coca-Cola
  and/or 7-Up
 22




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##### Table of Contents



Fiscal YearIn thousands

2007


2006


2005Product CategoryBottle/can sales:Sparkling beverages (including energy products)

$
1,007,583


$
1,009,652


$
997,301Still beverages


201,952



180,004



166,487Total bottle/can sales


1,209,535



1,189,656



1,163,788Other sales:Sales to other
    Coca-Cola
    bottlers


127,478



152,426



134,656Post-mix and other


98,986



88,923



81,728Total other sales


226,464



241,349



216,384Total net sales

$
1,435,999


$
1,431,005


$
1,380,172   Areas
    of Emphasis
    Revenue
    Management
    Product
    Innovation and Beverage Portfolio Expansion
  Coca-Cola ©
  Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
 23




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##### Table of Contents



®
  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
   24




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##### Table of Contents



Overview
    of Operations and Financial Condition
    Fiscal YearIn thousands (except per share data)

2007


2006


2005Net sales

$
1,435,999


$
1,431,005


$
1,380,172Gross margin


621,134



622,579



618,911
(3)S,D&A expenses


538,806
(1)


537,365



525,903
(4)Income from operations


81,883



84,664



92,128
(3)(4)Interest expense


47,641



50,286



49,279
(5)Income before income taxes


32,239
(1)


31,160



38,752
(3)(4)(5)Income taxes


12,383



7,917
(2)


15,801Net income


19,856
(1)


23,243
(2)


22,951
(3)(4)(5)Basic net income per share:Common Stock

$
2.18


$
2.55


$
2.53Class B Common Stock

$
2.18


$
2.55


$
2.53Diluted net income per share:Common Stock

$
2.17


$
2.55


$
2.53Class B Common Stock

$
2.17


$
2.54


$
2.53    (1)
    
    Results for 2007 included restructuring costs of
    $2.8 million (pre-tax), or $1.7 million after tax,
    related to the simplification of the Companys operating
    management structure to improve operating efficiencies across
    its business, which were reflected in S,D&A expenses.(2)
    
    Results for 2006 included a favorable adjustment of
    $4.9 million related to agreements with two state taxing
    authorities to settle certain prior tax positions resulting in
    the reduction of the valuation allowance on related deferred tax
    assets and the reduction of the liability for uncertain tax
    positions, which was reflected as a reduction of income tax
    expense.(3)
    
    Results for 2005 included a favorable adjustment of
    $7.0 million (pre-tax), or $4.2 million after tax,
    related to the settlement of high fructose corn syrup
    litigation, which was reflected as a reduction in cost of sales.(4)
    
    Results for 2005 included a favorable adjustment of
    $1.1 million (pre-tax), or $.7 million after tax,
    related to an adjustment of amounts accrued for certain
    executive benefits due to the resignation of an executive, which
    was reflected as a reduction to S,D&A expenses.(5)
    
    Results for 2005 included financing transaction costs of
    $1.7 million (pre-tax), or $1.0 million after tax,
    related to the exchange of $164.8 million of the
    Companys debt and the redemption of $8.6 million of
    debentures, which were reflected in interest expense.      Coca-Cola
 25




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##### Table of Contents



Dec. 30,


Dec. 31,


Jan. 1,In thousands

2007


2006


2006Debt

$
598,850


$
691,450


$
697,989Capital lease obligations


80,215



77,506



79,202Total debt and capital lease obligations


679,065



768,956



777,191Less: Cash and cash equivalents


9,871



61,823



39,608Total net debt and capital lease obligations(1)

$
669,194


$
707,133


$
737,583    (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
   26




---



##### Table of Contents



Property,
    Plant and Equipment
      Franchise
    Rights
  Coca-Cola
  Impairment
    Testing of Franchise Rights and Goodwill
     27




---



##### Table of Contents




    market value, using the Companys stock price plus
    outstanding debt and minority interest;
    discounted cash flow analysis; and
    multiple of earnings before interest, taxes, depreciation and
    amortization based upon relevant industry data.    Income
    Tax Estimates
    and/or
  FIN 48-1, FIN 48-1)
  Risk
    Management Programs
   28




---



##### Table of Contents



Pension
    and Postretirement Benefit Obligations
        In thousands

.25% Increase


.25% Decrease(Decrease) increase in:Projected benefit obligation at December 30, 2007

$
(6,924
)

$
7,355Net periodic pension cost in 2007


(756
)


795        29




---



##### Table of Contents



In thousands

.25% Increase


.25% Decrease(Decrease) increase in:Postretirement benefit obligation at December 30, 2007

$
(850
)

$
889Service cost and interest cost in 2007


11



(11
)     In thousands

1% Increase


1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at December 30, 2007

$
3,881


$
(3,367
)Service cost and interest cost in 2007


335



(289
)   New
    Accounting Pronouncements
  Recently
    Adopted Pronouncements
    FIN 48-1 FIN 48-1 FIN 48-1
  No. 06-03, (EITF 06-03). EITF 06-03
 30




---



##### Table of Contents



EITF 06-03 EITF 06-03
      Recently
    Issued Pronouncements
     31




---



##### Table of Contents



Results
    of Operations
  2007
    Compared to 2006
    Fiscal YearIn thousands (except per share data)

2007


2006


Change


% ChangeNet sales

$
1,435,999


$
1,431,005


$
4,994



.3Gross margin


621,134



622,579



(1,445
)


(.2
)S,D&A expenses


538,806
(1)


537,365



1,441



.3Interest expense


47,641



50,286



(2,645
)


(5.3
)Minority interest


2,003



3,218



(1,215
)


(37.8
)Income before income taxes


32,239
(1)


31,160



1,079



3.5Income taxes


12,383



7,917
(2)


4,466



56.4Net income


19,856
(1)


23,243
(2)


(3,387
)


(14.6
)Basic net income per share:Common Stock

$
2.18


$
2.55


$
(.37
)


(14.5
)Class B Common Stock

$
2.18


$
2.55


$
(.37
)


(14.5
)Diluted net income per share:Common Stock

$
2.17


$
2.55


$
(.38
)


(14.9
)Class B Common Stock

$
2.17


$
2.54


$
(.37
)


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


Attributable to:(In millions)$
(16.4
)

10.8% decrease in volume of sales to other
    Coca-Cola
    bottlers (bottler sales) primarily due to a decrease
    in volume of energy drinks offset partially by an increase in
    volume of tea products13.9


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

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


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


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


Increase in delivery fees to certain customers2.7


Other$
5.0


Total increase in net sales  32




---



##### Table of Contents



Coca-Cola Coca-Cola
    Bottle/Can Sales Volume


Bottle/Can Sales VolumeProduct Category

2007


2006


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


85.1
%


86.7
%


(1.8
)Still beverages


14.9
%


13.3
%


12.1Total bottle/can volume


100.0
%


100.0
%


   Coca-Cola Coca-Cola © Coca-Cola
     33




---



##### Table of Contents



Cost of
    Sales
      Amount


Attributable to:(In millions)$
43.4


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

10.8% decrease in bottler sales volume primarily due to a
    decrease in volume of energy drinks offset partially by an
    increase in volume of tea products(13.7
)

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

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


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

Decrease in manufacturing overhead costs0.7


Other$
6.4


Total increase in cost of sales     Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  Gross
    Margin
   34




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(43.4
)

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


2.1% increase in bottle/can sales price per unit primarily due
    to higher net pricing for sparkling beverages offset by lower
    net pricing for water13.7


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


Decrease in manufacturing overhead costs4.2


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


Increase in delivery fees to certain customers3.2


Other$
(1.4
)

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


Attributable to:(In millions)$
5.4


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


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

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

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

Gain on sale of aviation equipment(1.7
)

Other$
1.4


Total increase in S,D&A expenses    35




---



##### Table of Contents



Amortization
    of Intangibles
    Interest
    Expense
    Minority
    Interest
  Coca-Cola
  Income
    Taxes
    FIN 48-1 FIN 48-1.
     36




---



##### Table of Contents



2006
    Compared to 2005
    Fiscal YearIn thousands (except per share data)

2006


2005


Change


% ChangeNet sales

$
1,431,005


$
1,380,172


$
50,833



3.7Gross margin


622,579



618,911
(2)


3,668



.6S,D&A expenses


537,365



525,903
(3)


11,462



2.2Interest expense


50,286



49,279
(4)


1,007



2.0Income before income taxes


31,160



38,752
(2)(3)(4)


(7,592
)


(19.6
)Income taxes


7,917
(1)


15,801



(7,884
)


(49.9
)Net income


23,243
(1)


22,951
(2)(3)(4)


292



1.3Basic net income per share:Common Stock

$
2.55


$
2.53


$
.02



.8Class B Common Stock

$
2.55


$
2.53


$
.02



.8Diluted net income per share:Common Stock

$
2.55


$
2.53


$
.02



.8Class B Common Stock

$
2.54


$
2.53


$
.01



.4    (1)
    
    Results for 2006 included a favorable adjustment of
    $4.9 million related to agreements with two state taxing
    authorities to settle certain prior tax positions resulting in
    the reduction of the valuation allowance on related deferred tax
    assets and the reduction of the liability for uncertain tax
    positions, which was reflected as a reduction of income tax
    expense.(2)
    
    Results for 2005 included a favorable adjustment of
    $7.0 million (pre-tax), or $4.2 million after tax,
    related to the settlement of high fructose corn syrup
    litigation, which was reflected as a reduction in cost of sales.(3)
    
    Results for 2005 included a favorable adjustment of
    $1.1 million (pre-tax), or $.7 million after tax,
    related to an adjustment of amounts accrued for certain
    executive benefits due to the resignation of an executive, which
    was reflected as a reduction to S,D&A expenses.(4)
    
    Results for 2005 included financing transaction costs of
    $1.7 million (pre-tax), or $1.0 million after tax,
    related to the exchange of $164.8 million of the
    Companys debt and the redemption of $8.6 million of
    debentures, which was reflected in interest expense.  Net
    Sales
      Amount


Attributable to:(In millions)$
17.8


13% increase in bottler sales primarily related to higher
    pricing per unit for Full Throttle13.3


.6% increase in bottle/can sales volume primarily due to growth
    in energy products and water products offset by decreased volume
    in sugar sparkling beverages12.6


2% increase in bottle/can sales price per unit2.9


Increase in delivery fee revenue1.8


2% increase in post-mix sales primarily related to an increase
    in sales price per unit2.4


Other$
50.8


Total increase in net sales  37




---



##### Table of Contents



Bottle/Can Sales Volume


Bottle/Can Sales VolumeProduct Category

2006


2005


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


86.7
%


87.9
%


(.7
)Still beverages


13.3
%


12.1
%


10.1Total bottle/can sales volume


100.0
%


100.0
%


.6       Cost of
    Sales
    Amount


Attributable to:(In millions)$
24.6


4% increase in raw material costs (primarily concentrate,
    sweetener and packaging costs)10.8


Increase in other manufacturing costs7.0


Increase due to 2005 settlement of high fructose corn syrup
    litigation4.8


Increase due to higher sales volume(4.3
)

Increase in marketing funding received primarily from The
    Coca-Cola
    Company4.3


Other$
47.2


Total increase in cost of sales   Coca-Cola
  Gross
    Margin
   38




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(24.6
)

4% increase in raw material costs (primarily concentrate,
    sweetener and packaging cost)19.5


15% increase in average sales price per unit for bottler sales
    related to growth in sales of energy products12.6


2% increase in average bottle/can price per unit(10.8
)

Increase in manufacturing costs(7.0
)

Decrease as the result of proceeds received in 2005 from high
    fructose corn syrup litigation6.2


Increase in bottle/can sales volume4.3


Increase in marketing funding received primarily from The
    Coca-Cola
    Company2.9


Increase in delivery fee revenue.6


Other$
3.7


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


Attributable to:(In millions)$
12.8


Increase in employee related expenses primarily related to wage
    increases and additional personnel(2.2
)

Decrease in employee benefit costs primarily due to the
    amendment of the principal Company-sponsored pension plan and
    changes to the Companys postretirement health care plan1.9


Increase in property and casualty insurance costs1.8


Increase in energy costs primarily related to the movement of
    finished goods from sales distribution centers to customer
    locations(1.1
)

Decrease in depreciation expense primarily due to lower levels
    of capital spending over the past several years(1.1
)

Favorable adjustment in 2005 due to the resignation of a Company
    executive and related impact on amounts accrued for certain
    benefit plans(.6
)

Other$
11.5


Total increase in S,D&A expenses        39




---



##### Table of Contents



Amortization
    of Intangibles
    Interest
    Expense
    Minority
    Interest
  Coca-Cola
  Income
    Taxes
         40




---



##### Table of Contents



Financial
    Condition
        
    A decrease in cash and cash equivalents of $52.0 million
    primarily due to the payment of $100 million of debentures
    in November 2007.
    A decrease in current portion of debt of $92.6 million
    primarily due to the payment of $100 million of debentures
    in November 2007.
    An increase in accounts payable, trade of $7.3 million
    primarily due to timing of payments.
    A decrease in accounts payable to The
    Coca-Cola
    Company of $10.2 million primarily due to timing of
    payments.      Liquidity
    and Capital Resources
  Capital
    Resources
         41




---



##### Table of Contents



Cash
    Sources and Uses
      Fiscal YearIn millions

2007


2006Cash sourcesCash provided by operating activities (excluding income tax
    payments)

$
116.9


$
120.1Other


8.7



2.4Total cash sources

$
125.6


$
122.5Cash usesCapital expenditures

$
48.2


$
63.2Investment in plastic bottle manufacturing cooperative


3.4



2.3Payment of debt and capital lease obligations


95.1



8.2Income tax payments


21.4



17.2Dividends


9.1



9.1Other


.4



.3Total cash uses

$
177.6


$
100.3Increase (decrease) in cash

$
(52.0
)

$
22.2     Investing
    Activities
      Financing
    Activities
   42




---



##### Table of Contents



Long-Term DebtStandard & Poors


BBBMoodys


Baa2          43




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Aggregate
    Contractual Obligations
    Payments Due by Period2013 andIn thousands

Total


2008


2009-2010


2011-2012


ThereafterContractual obligations:Total debt, net of interest

$
598,850


$
7,400


$
176,693


$
150,000


$
264,757Capital lease obligations, net of interest


80,215



2,602



5,754



6,581



65,278Estimated interest on debt and capital lease obligations(1)


292,129



39,143



60,269



55,021



137,696Purchase obligations(2)


603,700



94,686



192,355



190,037



126,622Other long-term liabilities(3)


90,738



5,860



11,290



10,650



62,938Operating leases


16,818



3,277



4,132



2,386



7,023Long-term contractual arrangements(4)


22,694



6,802



9,781



4,185



1,926Interest rate swap agreements


2,291



1,456



720



115Postretirement obligations


34,935



2,271



4,869



5,212



22,583Purchase orders(5)


22,303



22,303Total contractual obligations

$
1,764,673


$
185,800


$
465,863


$
424,187


$
688,823   (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, and other purchase commitments.(3)
    
    Includes obligations under executive benefit plans, unrecognized
    income tax benefits 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.   44




---



##### Table of Contents



Hedging
    Activities
  Interest
    Rate Hedging
            Fuel
    Hedging
   45




---



##### Table of Contents



CAUTIONARY
    INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K,
  
    anticipated return on pension plan investments;
    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;
    the Companys expectation of exercising its option to
    extend certain lease obligations;
    managements belief that the Company has sufficient
    financial resources to maintain current operations and provide
    for its current capital expenditure and working capital
    requirements, scheduled debt payments, interest and income tax
    payments and dividends for stockholders;
    the Companys intention to reduce its financial leverage
    over time;
    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 intention to renew the lines of credit as
    they mature;
    the Companys ability to issue $300 million of
    securities under acceptable terms under its shelf registration
    statement;
    the Companys belief that certain franchise rights are
    perpetual or will be renewed upon expiration;
    the Companys intention to provide for Piedmonts
    future financing requirements;
    the Companys key priorities which are revenue management,
    product innovation and beverage portfolio expansion,
    distribution cost management and productivity;
    the Companys belief that its liquidity or capital
    resources will not be restricted by certain financial covenants
    in the Companys credit agreements;
    the Companys hypothetical calculation of the impact of a
    1% increase in interest rates on outstanding floating rate debt
    and capital lease obligations for the next twelve months as of
    December 30, 2007;
    the Companys belief that it may market and sell nationally
    certain products it has developed and owns;
    anticipated cash payments for income taxes will be in the range
    of $10 million to $15 million in 2008;
    anticipated additions to property, plant and equipment in 2008
    will be in the range of $55 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; 46




---



##### Table of Contents




    the Companys belief that demand for sugar sparkling
    beverages (other than energy products) may continue to decline;
    the Companys belief that, during 2008, raw material costs
    will increase less than they did in 2007, but will remain above
    historical averages;
    the Companys belief that contributions to the principal
    Company-sponsored pension plan in 2008 will be approximately
    $3.4 million;
    the Companys belief that postretirement benefit payments
    are expected to be approximately $2.3 million in 2008;
    the Companys beliefs and estimates regarding the impact of
    the adoption of certain new accounting pronouncements;
    the Companys expectation that its overall bottle/can
    revenue will be primarily dependent upon continued growth in
    diet sparkling products, sports drinks, bottled water, enhanced
    water and energy products, the introduction of new products and
    the pricing of brands and packages within channels;
    the Companys belief that the implementation of its
    CooLift®
    route delivery system will continue over the next several years
    and will result in significant savings in future years and more
    efficient delivery of a greater number of products;
    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 Bottle Contracts and Noncarbonated Beverage Contracts as
    they expire;
    the Companys belief that there will not be significant
    changes in the levels of marketing and advertising by The
    Coca-Cola
    Company and Cadbury Schweppes Americas Beverages;
    the Companys belief that there will be no additional
    restructuring costs in 2008;
    the Companys beliefs that the growth 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 belief there will not be any material impact
    on its liquidity and capital resources due to the resolution of
    income tax positions reserved for as uncertain;
    the Companys belief that changes in unrecognized tax
    benefits over the next 12 months will not have a
    significant impact on the consolidated financial statements;
    the Companys expectation that it will use cash flow
    generated from operations, its revolving credit facility and
    potentially other sources, including bank borrowings or issuance
    of debentures under its shelf registration statement, to repay
    or refinance debentures maturing in May and July 2009; and
    the Companys expectation that concentrate, plastic
    bottles, aluminum cans and high fructose corn syrup costs will
    increase in 2008.     47




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Debt and
    Derivative Financial Instruments
      Raw
    Material and Commodity Price Risk
  Coca-Cola
      Effect of
    Changing Prices
   48




---



##### 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)

2007


2006


2005Net sales

$
1,435,999


$
1,431,005


$
1,380,172Cost of sales


814,865



808,426



761,261Gross margin


621,134



622,579



618,911Selling, delivery and administrative expenses


538,806



537,365



525,903Amortization of intangibles


445



550



880Income from operations


81,883



84,664



92,128Interest expense


47,641



50,286



49,279Minority interest


2,003



3,218



4,097Income before income taxes


32,239



31,160



38,752Income taxes


12,383



7,917



15,801Net income

$
19,856


$
23,243


$
22,951Basic net income per share:Common Stock

$
2.18


$
2.55


$
2.53Weighted average number of Common Stock shares outstanding


6,644



6,643



6,643Class B Common Stock

$
2.18


$
2.55


$
2.53Weighted average number of Class B Common Stock shares
    outstanding


2,480



2,460



2,440Diluted net income per share:Common Stock

$
2.17


$
2.55


$
2.53Weighted average number of Common Stock shares
    outstanding  assuming dilution


9,141



9,120



9,083Class B Common Stock

$
2.17


$
2.54


$
2.53Weighted average number of Class B Common Stock shares
    outstanding  assuming dilution


2,497



2,477



2,440    49




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
  Dec. 30,


Dec. 31,In thousands (except share data)

2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
9,871


$
61,823Accounts receivable, trade, less allowance for doubtful accounts
    of $1,137 and $1,334, respectively


92,499



91,299Accounts receivable from The
    Coca-Cola
    Company


3,800



4,915Accounts receivable, other


7,867



8,565Inventories


63,534



67,055Prepaid expenses and other current assets


20,758



13,485Total current assets


198,329



247,142Property, plant and equipment,net


359,930



384,464Leased property under capital leases, net


70,862



69,851Other assets


35,655



35,542Franchise rights,net


520,672



520,672Goodwill,net


102,049



102,049Other identifiable intangible assets, net


4,302



4,747Total

$
1,291,799


$
1,364,467    50




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
  Dec. 30,


Dec. 31,2007


2006LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt

$
7,400


$
100,000Current portion of obligations under capital leases


2,602



2,435Accounts payable, trade


51,323



44,050Accounts payable to The
    Coca-Cola
    Company


11,597



21,748Other accrued liabilities


54,511



51,030Accrued compensation


23,447



19,671Accrued interest payable


8,417



10,008Total current liabilities


159,297



248,942Deferred income taxes


168,540



162,694Pension and postretirement benefit obligations


32,758



57,757Other liabilities


93,632



88,598Obligations under capital leases


77,613



75,071Long-term debt


591,450



591,450Total liabilities


1,123,290



1,224,512Commitments and Contingencies (Note 13)Minority interest


48,005



46,002Stockholders equity:Convertible Preferred Stock, $100.00 par value:Authorized-50,000 shares; Issued-NoneNonconvertible Preferred Stock, $100.00 par value:Authorized-50,000 shares; Issued-NonePreferred Stock, $.01 par value:Authorized-20,000,000 shares; Issued-NoneCommon Stock, $1.00 par value:Authorized-30,000,000 shares; Issued-9,706,051 and
    9,705,551 shares, respectively


9,706



9,705Class B Common Stock, $1.00 par value:Authorized-10,000,000 shares; Issued-3,107,766 and
    3,088,266 shares, respectively


3,107



3,088Class C Common Stock, $1.00 par value:Authorized-20,000,000 shares; Issued-NoneCapital in excess of par value


102,469



101,145Retained earnings


79,227



68,495Accumulated other comprehensive loss


(12,751
)


(27,226
)181,758



155,207Less-Treasury stock, at cost:Common Stock-3,062,374 shares


60,845



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


409



409Total stockholders equity


120,504



93,953Total

$
1,291,799


$
1,364,467    51




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##### Table of Contents



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

2007


2006


2005Cash Flows from Operating ActivitiesNet income

$
19,856


$
23,243


$
22,951Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation expense


67,881



67,334



68,222Amortization of intangibles


445



550



880Deferred income taxes


(4,165
)


(7,030
)


3,105Losses on sale of property, plant and equipment


445



1,340



775Amortization of debt costs


2,678



2,638



1,967Stock compensation expense


1,171



929



860Amortization of deferred gains related to terminated interest
    rate agreements


(1,698
)


(1,689
)


(1,679
)Minority interest


2,003



3,218



4,097Decrease in current assets less current liabilities


1,947



5,863



4,042(Increase) decrease in other noncurrent assets


1,058



3,585



(1,475
)Increase (decrease) in other noncurrent liabilities


3,854



2,736



(1,471
)Other


23



180



(180
)Total adjustments


75,642



79,654



79,143Net cash provided by operating activities


95,498



102,897



102,094Cash Flows from Investing ActivitiesAdditions to property, plant and equipment


(48,226
)


(63,179
)


(39,992
)Proceeds from the sale of property, plant and equipment


8,566



2,454



4,443Investment in plastic bottle manufacturing cooperative


(3,377
)


(2,338
)


Other






(243
)


Net cash used in investing activities


(43,037
)


(63,306
)


(35,549
)Cash Flows from Financing ActivitiesPayment of long-term debt










(8,550
)Payment of current portion of long-term debt


(100,000
)


(39
)


Proceeds (payment) of lines of credit, net


7,400



(6,500
)


(1,500
)Cash dividends paid


(9,124
)


(9,103
)


(9,084
)Excess tax benefits from stock-based compensation


173







Principal payments on capital lease obligations


(2,435
)


(1,696
)


(1,826
)Premium on exchange of long-term debt










(15,554
)Other


(427
)


(38
)


692Net cash used in financing activities


(104,413
)


(17,376
)


(35,822
)Net increase (decrease) in cash


(51,952
)


22,215



30,723Cash at beginning of year


61,823



39,608



8,885Cash at end of year

$
9,871


$
61,823


$
39,608Significant non-cash investing and financing activitiesIssuance of Class B Common Stock in connection with stock
    award

$
929


$
860


$
1,141Capital lease obligations incurred


5,144







Exchange of long-term debt










164,757    52




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##### Table of Contents



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


Capital in





OtherCommon


Common


Excess of


Retained


Comprehensive


TreasuryIn thousands

Stock


Stock


Par Value


Earnings


Loss


Stock


TotalBalance on January 2, 2005

$
9,704


$
3,049


$
98,255


$
40,488


$
(25,803
)

$
(61,254
)

$
64,439Comprehensive income:Net income














22,951











22,951Net change in minimum pension liability adjustment, net of tax


















(4,313
)






(4,313
)Total comprehensive income


























18,638Cash dividends paidCommon ($1.00 per share)














(6,643
)










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














(2,441
)










(2,441
)Issuance of 20,000 shares of Class B Common Stock






20



1,121















1,141Conversion of Class B Common Stock into Common Stock


1



(1
)


















Balance on January 1, 2006

$
9,705


$
3,068


$
99,376


$
54,355


$
(30,116
)

$
(61,254
)

$
75,134Comprehensive income:Net income














23,243











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


















5,442







5,442Total comprehensive income


























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


















(2,552
)






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














(6,643
)










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














(2,460
)










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






20



840















860Stock compensation expense










929















929Balance on December 31, 2006

$
9,705


$
3,088


$
101,145


$
68,495


$
(27,226
)

$
(61,254
)

$
93,953Comprehensive income:Net income














19,856











19,856Foreign currency translation adjustments, net of tax


















23







23Pension and postretirement benefit adjustment, net of tax


















14,452







14,452Total comprehensive income


























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














(6,644
)










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














(2,480
)










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






20



(20
)














Stock compensation expense










1,344















1,344Conversion of Class B Common Stock into Common Stock


1



(1
)


















Balance on December 30, 2007

$
9,706


$
3,107


$
102,469


$
79,227


$
(12,751
)

$
(61,254
)

$
120,504    53




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Significant
    Accounting Policies  Coca-Cola Coca-Cola
          Cash
    and Cash Equivalents
    Credit
    Risk of Trade Accounts Receivable
    Inventories
  first-in,
  Property,
    Plant and Equipment
   54




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Leased
    Property Under Capital Leases
    Internal
    Use Software
    Franchise
    Rights and Goodwill
        
    Market value, using the Companys stock price plus
    outstanding debt and minority interest;
    Discounted cash flow analysis; and
    Multiple of earnings before interest, taxes, depreciation and
    amortization based upon relevant industry data.    Other
    Identifiable Intangible Assets
   55




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Pension
    and Postretirement Benefit Plans
              Income
    Taxes
        Revenue
    Recognition
   56




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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
    Marketing
    Programs and Sales Incentives
  Coca-Cola agreed-upon and/or Coca-Cola
  Marketing
    Funding Support
  Coca-Cola
  No. 02-16 Coca-Cola
  Derivative
    Financial Instruments
      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; 57




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    Assessing the hedging instruments effectiveness in
    offsetting the exposure to changes in the hedged items
    fair value or variability to cash flows attributable to the
    hedged risk;
    Assessing evidence that, at the hedges inception and on an
    ongoing basis, it is expected that the hedging relationship will
    be highly effective in achieving an offsetting change in the
    fair value or cash flows that are attributable to the hedged
    risk; and
    Maintaining a process to review all hedges on an ongoing basis
    to ensure continued qualification for hedge accounting.        Fuel
    Hedges
   58




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Risk
    Management Programs
    Cost
    of Sales
    Selling,
    Delivery and Administrative Expenses
    Shipping
    and Handling Costs
      Restricted
    Stock with Contingent Vesting
     59




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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.             60




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  2.
    Piedmont
    Coca-Cola
    Bottling Partnership  Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola
  3.
    Inventories    Dec. 30,


Dec. 31,In thousands

2007


2006Finished products

$
37,649


$
32,934Manufacturing materials


9,198



19,333Plastic shells, plastic pallets and other inventories


16,687



14,788Total inventories

$
63,534


$
67,055   4.
    Property,
    Plant and Equipment    Dec. 30,


Dec. 31,


EstimatedIn thousands

2007


2006


Useful LivesLand

$
12,280


$
12,455Buildings


110,721



110,444



10-50 yearsMachinery and equipment


106,180



100,519



5-20 yearsTransportation equipment


174,882



184,861



4-13 yearsFurniture and fixtures


38,350



39,184



4-10 yearsCold drink dispensing equipment


323,629



331,174



6-13 yearsLeasehold and land improvements


60,023



57,837



5-20 yearsSoftware for internal use


51,681



36,665



3-10 yearsConstruction in progress


6,635



13,464Total property, plant and equipment, at cost


884,381



886,603Less: Accumulated depreciation and amortization


524,451



502,139Property, plant and equipment, net

$
359,930


$
384,464    61




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  5.
    Leased
    Property Under Capital Leases    Dec. 30,


Dec. 31,


EstimatedIn thousands

2007


2006


Useful LivesLeased property under capital leases

$
88,619


$
83,475



3-29 yearsLess: Accumulated amortization


17,757



13,624Leased property under capital leases, net

$
70,862


$
69,851     6.
    Franchise
    Rights and Goodwill    Dec. 30,


Dec. 31,In thousands

2007


2006Franchise rights

$
677,769


$
677,769Goodwill


155,487



155,487Franchise rights and goodwill


833,256



833,256Less: Accumulated amortization


210,535



210,535Franchise rights and goodwill, net

$
622,721


$
622,721       7.
    Other
    Identifiable Intangible Assets    Dec. 30,


Dec. 31,


EstimatedIn thousands

2007


2006


Useful LivesOther identifiable intangible assets

$
6,599


$
6,599



1-16 yearsLess: Accumulated amortization


2,297



1,852Other identifiable intangible assets, net

$
4,302


$
4,747    62




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  8.  Other
    Accrued Liabilities
    Dec. 30,


Dec. 31,In thousands

2007


2006Accrued marketing costs

$
6,787


$
6,659Accrued insurance costs


14,228



12,495Accrued taxes (other than income taxes)


502



2,068Employee benefit plan accruals


9,933



8,427Checks and transfers yet to be presented for payment from zero
    balance cash account


13,279



10,199All other accrued expenses


9,782



11,182Total other accrued liabilities

$
54,511


$
51,030   9.
    Debt    Interest


Interest

Dec. 30,


Dec. 31,In thousands

Maturity


Rate


Paid

2007


2006Lines of Credit


2008



4.76
%

Varies

$
7,400


$
Debentures


2007



6.85
%

Semi-annually






100,000Debentures


2009



7.20
%

Semi-annually


57,440



57,440Debentures


2009



6.375
%

Semi-annually


119,253



119,253Senior Notes


2012



5.00
%

Semi-annually


150,000



150,000Senior Notes


2015



5.30
%

Semi-annually


100,000



100,000Senior Notes


2016



5.00
%

Semi-annually


164,757



164,757598,850



691,450Less: Current portion of debt












7,400



100,000Long-term debt











$
591,450


$
591,450     In thousands2008

$
7,4002009


176,6932010


2011


2012


150,000Thereafter


264,757Total debt

$
598,850    63




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
                  10.
    Derivative
    Financial Instruments   64




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Dec. 30, 2007


Dec. 31, 2006Notional


Remaining


Notional


RemainingIn thousands

Amount


Term


Amount


TermInterest rate swap agreement-floating

$







$
25,000



.9 yearsInterest rate swap agreement-floating










25,000



.9 yearsInterest rate swap agreement-floating










50,000



.9 yearsInterest rate swap agreement-floating


50,000



1.4 years



50,000



2.4 yearsInterest rate swap agreement-floating


50,000



1.5 years



50,000



2.5 yearsInterest rate swap agreement-floating


50,000



4.9 years



50,000



5.9 yearsInterest rate swap agreement-floating


25,000



1.3 years







Interest rate swap agreement-floating


25,000



7.2 years







Interest rate swap agreement-floating


25,000



4.9 years







           11.
    Fair
    Values of Financial Instruments    Cash
    and Cash Equivalents, Accounts Receivable and Accounts
    Payable
    Public
    Debt Securities
   65




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Non-Public
    Variable Rate Debt
    Derivative
    Financial Instruments
    Letters
    of Credit
      Dec. 30, 2007


Dec. 31, 2006Carrying


Fair


Carrying


FairIn thousands

Amount


Value


Amount


ValuePublic debt securities

$
591,450


$
575,833


$
691,450


$
679,991Non-public variable rate debt


7,400



7,400







Interest rate swap agreements


(2,337
)


(2,337
)


6,950



6,950Fuel hedging agreements


(340
)


(340
)






Letters of credit






21,389







22,068     12.
    Other
    Liabilities    Dec. 30,


Dec. 31,In thousands

2007


2006Accruals for executive benefit plans

$
75,438


$
69,547Other


18,194



19,051Total other liabilities

$
93,632


$
88,598      66




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    20-year
    13.
    Commitments
    and Contingencies     67




---



##### Table of Contents



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

Capital Leases


Operating Leases


Total2008

$
8,970


$
3,277


$
12,2472009


9,612



2,474



12,0862010


9,733



1,658



11,3912011


9,856



1,348



11,2042012


9,983



1,038



11,021Thereafter


161,873



7,023



168,896Total minimum lease payments


210,027


$
16,818


$
226,845Less: Amounts representing interest


129,812Present value of minimum lease payments


80,215Less: Current portion of obligations under capital leases


2,602Long-term portion of obligations under capital leases

$
77,613       Coca-Cola
     68




---



##### Table of Contents



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

2007


2006


2005Current:Federal

$
16,393


$
14,359


$
11,645State


155



588



1,051Total current provision

$
16,548


$
14,947


$
12,696Deferred:Federal

$
(5,589
)

$
(4,881
)

$
1,771State


1,424



(2,149
)


1,334Total deferred provision (benefit)

$
(4,165
)

$
(7,030
)

$
3,105Income tax expense

$
12,383


$
7,917


$
15,801  69




---



##### Table of Contents



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

2007


2006


2005Statutory expense

$
11,283


$
10,906


$
13,563State income taxes, net of federal benefit


1,404



1,357



1,789Change in effective state tax rate










1,554Change in reserve for uncertain tax positions


309



(1,673
)


Valuation allowance change


(269
)


(2,637
)


(1,188
)Manufacturing deduction benefit


(1,120
)


(595
)


(343
)Meals and entertainment


597



701



729Other, net


179



(142
)


(303
)Income tax expense

$
12,383


$
7,917


$
15,801   FIN 48-1, FIN 48-1). FIN 48-1 FIN 48-1 FIN 48-1,
 70




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    In thousandsGross unrecognized tax benefits at January 1, 2007

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


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


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


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


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


(299
)Gross unrecognized tax benefits at December 30, 2007

$
7,258       No. FAS 109-1, (FAS 109-1), FAS 109-1 FAS 109-1
       71




---



##### Table of Contents



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


Dec. 31,In thousands

2007


2006Intangible assets

$
119,991


$
118,690Depreciation


66,417



75,258Investment in Piedmont


37,578



34,149Pension


7,364



7,455Debt exchange premium


3,217



5,072Inventory


5,558



5,002Gross deferred income tax liabilities


240,125



245,626Net operating loss carryforwards


(12,535
)


(14,264
)Deferred compensation


(30,284
)


(28,896
)Postretirement benefits


(14,534
)


(14,534
)Termination of interest rate agreements


(1,618
)


(2,286
)Capital lease agreements


(3,306
)


(2,704
)Other


(3,909
)


(3,384
)Gross deferred income tax assets


(66,186
)


(66,068
)Valuation allowance for deferred tax assets


822



1,091Total deferred income tax liability


174,761



180,649Net current deferred income tax liability (asset)


(2,253
)


86Net noncurrent deferred income tax liability before accumulated
    other comprehensive income


177,014



180,563Accumulated other comprehensive income


(8,474
)


(17,869
)Net noncurrent deferred income tax liability

$
168,540


$
162,694    72




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      15.
    Accumulated
    Other Comprehensive Income (Loss)      Dec. 31,


Pre-tax


Tax


Dec. 30,In thousands

2006


Activity


Effect


2007Net pension activity:Actuarial loss (gain)

$
(24,673
)

$
19,771


$
(7,782
)

$
(12,684
)Prior service costs


(31
)


(39
)


15



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


(13,512
)


5,910



(2,326
)


(9,928
)Prior service costs


10,915



(1,784
)


702



9,833Transition asset


75



(25
)


10



60Foreign currency translation adjustment






37



(14
)


23Total accumulated other comprehensive loss

$
(27,226
)

$
23,870


$
(9,395
)

$
(12,751
)     16.
    Capital
    Transactions  sm ®
   73




---



##### Table of Contents



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


Grant-Date


CompensationYear

Awarded


Price


Expense2006


20,000


$
46.45


$
929,0002007


20,000



58.53



1,170,600  74




---



##### Table of Contents



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

2005Net income as reported

$
22,951Add: Restricted stock grant expense, net of tax


891Less: Restricted stock grant expense under
    SFAS No. 123(R), net of tax


(1,104
)Net income  pro forma

$
22,738Net income per share:Common Stock:Basic  as reported

$
2.53Basic  pro forma

$
2.50Diluted  as reported

$
2.53Diluted  pro forma

$
2.50Class B Common Stock:Basic  as reported

$
2.53Basic  pro forma

$
2.50Diluted  as reported

$
2.53Diluted  pro forma

$
2.49     17.
    Benefit
    Plans  Adopted
    Pronouncement
   75




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Prior toRecording


Minimum


Before





AfterMinimum Pension


Pension


Application





ApplicationLiability


Liability


of SFAS





of SFASIn thousands

Adjustment


Adjustment


No. 158


Adjustments


No. 158Other accrued liabilities

$
3,328


$



$
3,328


$



$
3,328Pension and postretirement benefit obligations


62,524



(8,977
)


53,547



4,210



57,757Deferred income taxes


160,817



3,535



164,352



(1,658
)


162,694Total liabilities


1,227,402



(5,442
)


1,221,960



2,552



1,224,512Accumulated other comprehensive loss


(30,116
)


5,442



(24,674
)


(2,552
)


(27,226
)Total stockholders equity


91,063



5,442



96,505



(2,552
)


93,953     Pension
    Plans
  35-year
      Changes
    in Projected Benefit Obligation
  Fiscal YearIn thousands

2007


2006Projected benefit obligation at beginning of year

$
185,804


$
200,093Service cost


78



5,386Interest cost


10,536



10,377Actuarial (gain) loss


(15,091
)


2,931Benefits paid


(5,798
)


(4,981
)Change in plan provisions


63



(28,002
)Projected benefit obligation at end of year

$
175,592


$
185,804  76




---



##### Table of Contents



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

2007


2006Fair value of plan assets at beginning of year

$
163,808


$
150,400Actual return on plan assets


15,089



17,839Employer contributions






550Benefits paid


(5,798
)


(4,981
)Fair value of plan assets at end of year

$
173,099


$
163,808   Funded
    Status
  Dec. 30,


Dec. 31,In thousands

2007


2006Projected benefit obligation

$
(175,592
)

$
(185,804
)Plan assets at fair value


173,099



163,808Net funded status

$
(2,493
)

$
(21,996
)   Amounts
    Recognized in the Consolidated Balance Sheets
  Dec. 30,


Dec. 31,In thousands

2007


2006Current liabilities

$
(2,493
)

$
(550
)Noncurrent liabilities






(21,446
)Net amount recognized

$
(2,493
)

$
(21,996
)   Net
    Periodic Pension Cost
  Fiscal YearIn thousands

2007


2006


2005Service cost

$
78


$
5,386


$
6,987Interest cost


10,536



10,377



10,115Expected return on plan assets


(12,899
)


(12,106
)


(10,689
)Amortization of prior service cost


24



24



24Recognized net actuarial loss


2,490



4,444



5,341Net periodic pension cost

$
229


$
8,125


$
11,778  77




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Significant
    Assumptions Used
  2007

2006

2005Projected benefit obligation at the measurement date:Discount rate

6.25%

5.75%

5.75%Weighted average rate of compensation increase

N/A

N/A

4.00%Net periodic pension cost for the fiscal year:Discount rate

5.75%

5.75%

6.00%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

4.00%

4.00%Measurement date

Nov. 30

Nov. 30

Nov. 30   Cash
    Flows
  In thousandsAnticipated future pension benefit payments for the fiscal years:2008

$
5,6652009


5,9072010


6,3742011


6,7202012


7,1882013  2017


43,357     Plan
    Assets
    WeightedAverageExpectedTarget


Percentage of Plan


Long-TermAllocation


Assets at Fiscal Year-End


Rate of2008


2007


2006


Return - 2007U.S. large capitalization equity securities


40
%


47
%


47
%


4.0
%U.S. small/mid-capitalization equity securities


10
%


5
%


5
%


0.5
%International equity securities


15
%


15
%


15
%


1.5
%Debt securities


35
%


33
%


33
%


2.0
%Total


100
%


100
%


100
%


8.0
%    78




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    tm tm tm
      401(k)
    Plan
    Postretirement
    Benefits
     79




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##### Table of Contents



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

2007


2006Benefit obligation at beginning of year

$
39,724


$
41,718Service cost


425



332Interest cost


2,209



2,227Plan participants contributions


523



595Actuarial loss (gain)


(4,680
)


(2,218
)Benefits paid


(2,840
)


(3,002
)Medicare Part D subsidy reimbursement


76



72Benefit obligation at end of year

$
35,437


$
39,724Fair value of plan assets at beginning of year

$



$
Employer contributions


2,241



2,335Plan participants contributions


523



595Benefits paid


(2,840
)


(3,002
)Medicare Part D subsidy reimbursement


76



72Fair value of plan assets at end of year

$



$
     Dec. 30,


Dec. 31,In thousands

2007


2006Contributions between measurement date and fiscal year-end

$
502


$
635Benefit obligation


(35,437
)


(39,724
)Accrued liability

$
(34,935
)

$
(39,089
)Current liabilities

$
(2,177
)

$
(2,778
)Noncurrent liabilities


(32,758
)


(36,311
)Accrued liability at end of year

$
(34,935
)

$
(39,089
)  80




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##### Table of Contents



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

2007


2006


2005Service cost

$
425


$
332


$
689Interest cost


2,209



2,227



3,125Amortization of unrecognized transitional assets


(25
)


(25
)


(25
)Recognized net actuarial loss


1,220



1,355



1,006Amortization of prior service cost


(1,784
)


(1,784
)


(272
)Net periodic postretirement benefit cost

$
2,045


$
2,105


$
4,523   Significant
    Assumptions Used
  2007

2006

2005Benefit obligation at the measurement date:Discount rate

6.25%

5.75%

5.50%Net periodic postretirement benefit cost for the fiscal year:Discount rate

5.75%

5.50%

6.00%Measurement date

Sept. 30

Sept. 30

Sept. 30       In thousands

1% Increase


1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at December 30, 2007

$
3,881


$
(3,367
)Service cost and interest cost in 2007


335



(289
)   Cash
    Flows
  In thousandsAnticipated future postretirement benefit payments reflecting
    expected future service for the fiscal years:2008

$
2,2712009


2,3922010


2,4772011


2,5582012


2,6542013  2017


13,786    81




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Dec. 31,


Actuarial


Prior


Reclassification


Dec. 30,In thousands

2006


Gain


Service Costs


Adjustments


2007Pension Plans:Actuarial loss

$
(40,885
)

$
17,281


$



$
2,490


$
(21,114
)Prior service costs


(51
)






(63
)


24



(90
)Postretirement Medical:Actuarial loss


(22,282
)


4,690







1,220



(16,372
)Prior service costs


18,000











(1,784
)


16,216Transition asset


123











(25
)


98$
(45,095
)

$
21,971


$
(63
)

$
1,925


$
(21,262
)     Pension


PostretirementIn thousands

Plans


Medical


TotalActuarial loss

$
477


$
916


$
1,393Prior service cost (credit)


16



(1,784
)


(1,768
)Transitional asset






(25
)


(25
)$
493


$
(893
)

$
(400
)   18.
    Related
    Party Transactions  Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
 82




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##### Table of Contents



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

2007


2006


2005Payments by the Company for concentrate, syrup, sweetener and
    other purchases

$
334.9


$
341.7


$
333.4Marketing funding support payments to the Company


37.8



22.9



19.6Payments by the Company net of marketing funding support

$
297.1


$
318.8


$
313.8Payments by the Company for customer marketing programs

$
44.2


$
46.6


$
45.2Payments by the Company for cold drink equipment parts


5.7



6.0



3.8Fountain delivery and equipment repair fees paid to the Company


4.9



8.8



8.1Presence marketing support provided by The
    Coca-Cola
    Company on the Companys behalf


4.3



4.2



6.4Sale of finished products to The
    Coca-Cola
    Company


26.1



40.9



27.9   In re: High
    Fructose Corn Syrup Antitrust Litigation Master File
    No. 95-1477 Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola
   83




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##### Table of Contents



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

2007


2006


2005Minimum rentals

$
4.6


$
4.5


$
4.3Contingent rentals


(.4
)


(.5
)


(.9
)Total rental payments

$
4.2


$
4.0


$
3.4         Fiscal YearIn millions

2007


2006


2005Minimum rentals

$
3.6


$
3.2


$
3.2Contingent rentals






.6



.1Total rental payments

$
3.6


$
3.8


$
3.3    84




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##### Table of Contents



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

2007


2006


2005Product CategoryBottle/can sales:Sparkling beverages (including energy products)

$
1,007,583


$
1,009,652


$
997,301Still beverages


201,952



180,004



166,487Total bottle/can sales


1,209,535



1,189,656



1,163,788Other sales:Sales to other
    Coca-Cola
    bottlers


127,478



152,426



134,656Post-mix and other


98,986



88,923



81,728Total other sales


226,464



241,349



216,384Total net sales

$
1,435,999


$
1,431,005


$
1,380,172    85




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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)

2007


2006


2005Numerator for basic and diluted net income per Common Stock and
    Class B Common Stock share:Net income

$
19,856


$
23,243


$
22,951Less dividends:Common Stock


6,644



6,643



6,643Class B Common Stock


2,480



2,460



2,441Total undistributed earnings

$
10,732


$
14,140


$
13,867Common Stock undistributed earnings  basic

$
7,815


$
10,319


$
10,142Class B Common Stock undistributed earnings 
    basic


2,917



3,821



3,725Total undistributed earnings

$
10,732


$
14,140


$
13,867Common Stock undistributed earnings  diluted

$
7,800


$
10,300


$
10,142Class B Common Stock undistributed earnings 
    diluted


2,932



3,840



3,725Total undistributed earnings  diluted

$
10,732


$
14,140


$
13,867Numerator for basic net income per Common Stock share:Dividends on Common Stock

$
6,644


$
6,643


$
6,643Common Stock undistributed earnings  basic


7,815



10,319



10,142Numerator for basic net income per Common Stock share

$
14,459


$
16,962


$
16,785Numerator for basic net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,480


$
2,460


$
2,441Class B Common Stock undistributed earnings 
    basic


2,917



3,821



3,725Numerator for basic net income per Class B Common Stock
    share

$
5,397


$
6,281


$
6,166Numerator for diluted net income per Common Stock share:Dividends on Common Stock

$
6,644


$
6,643


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


2,480



2,460



2,441Common Stock undistributed earnings  diluted


10,732



14,140



13,867Numerator for diluted net income per Common Stock share

$
19,856


$
23,243


$
22,951   86




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##### Table of Contents



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

2007


2006


2005Numerator for diluted net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,480


$
2,460


$
2,441Class B Common Stock undistributed earnings 
    diluted


2,932



3,840



3,725Numerator for diluted net income per Class B Common Stock
    share

$
5,412


$
6,300


$
6,166Denominator for basic net income per Common Stock and
    Class B Common Stock share:Common Stock weighted average shares outstanding 
    basic


6,644



6,643



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


2,480



2,460



2,440Denominator 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)


9,141



9,120



9,083Class B Common Stock weighted average shares
    outstanding  diluted


2,497



2,477



2,440Basic net income per share:Common Stock

$
2.18


$
2.55


$
2.53Class B Common Stock

$
2.18


$
2.55


$
2.53Diluted net income per share:Common Stock

$
2.17


$
2.55


$
2.53Class B Common Stock

$
2.17


$
2.54


$
2.53   NOTES TO
    TABLE
  (1)
    
    For purposes of the diluted net income per share computation for
    Common Stock, shares of Class B Common Stock are assumed to
    be converted; therefore, 100% of undistributed earnings is
    allocated to Common Stock.(2)
    
    For purposes of the diluted net income per share computation for
    Class B Common Stock, weighted average shares of
    Class B Common Stock are assumed to be outstanding for the
    entire period and not converted.(3)
    
    Denominator for diluted net income per share for Common Stock
    and Class B Common Stock for 2007 and 2006 includes the diluted
    effect of shares relative to the restricted stock award.  21.
    Risks and
    Uncertainties  Coca-Cola
   87




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##### Table of Contents



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

2007


2006


2005Accounts receivable, trade, net

$
(1,200
)

$
3,277


$
(12,540
)Accounts receivable from The
    Coca-Cola
    Company


1,115



(2,196
)


4,330Accounts receivable, other


698



(177
)


(1,751
)Inventories


3,521



(8,822
)


(9,347
)Prepaid expenses and other current assets


(7,318
)


(4,806
)


618Accounts payable, trade


7,273



8,717



4,344Accounts payable to The
    Coca-Cola
    Company


(10,151
)


6,232



(2,707
)Other accrued liabilities


5,824



1,738



22,366Accrued compensation


3,776



1,562



2,064Accrued interest payable


(1,591
)


338



(3,335
)Decrease in current assets less current liabilities

$
1,947


$
5,863


$
4,042     Fiscal YearIn thousands

2007


2006


2005Interest

$
51,277


$
50,843


$
51,663Income taxes


21,361



17,213



11,183  88




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  23.
    New
    Accounting Pronouncements  Recently
    Adopted Pronouncements
    FIN 48-1. FIN 48-1 FIN 48-1 FIN 48-1
  No. 06-03, (EITF 06-03). EITF 06-03 EITF 06-03 EITF 06-03
      Recently
    Issued Pronouncements
   89




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      24.
    Quarterly
    Financial Data (Unaudited)    QuarterYear Ended December 30, 2007

1


2


3


4In thousands (except per share data)Net sales

$
337,556


$
390,443


$
367,360


$
340,640Gross margin


151,491



169,290



155,212



145,141Net income


4,651



11,691



5,273



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


.51



1.28



.58



(.19
)Class B Common Stock


.51



1.28



.58



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


.51



1.28



.58



(.19
)Class B Common Stock


.51



1.28



.58



(.19
)   QuarterYear Ended December 31, 2006

1


2


3


4In thousands (except per share data)Net sales

$
333,179


$
386,624


$
370,626


$
340,576Gross margin


146,026



167,689



157,389



151,475Net income


815



8,887



4,941



8,600Basic net income per share:Common Stock


.09



.98



.54



.94Class B Common Stock


.09



.98



.54



.94Diluted net income per share:Common Stock


.09



.98



.54



.94Class B Common Stock


.09



.97



.54



.94    90




---



##### Table of Contents



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


RelocationIn thousands

and Benefits


and Other


TotalBalance at December 31, 2006

$



$



$
Provision


1,607



1,146



2,753Cash payments


1,607



1,146



2,753Balance at December 30, 2007

$



$



$
  91




---



##### 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
     92




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  Coca-Cola
  Coca-Cola Internal Control  Integrated Framework
  Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB Statement
    109
            93




---



##### 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  Coca-Cola Coca-Cola Coca-Cola
 94




---



##### 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   95




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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
    Statements  Consolidated 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 Firm   2.
    Financial
    Statement Schedule  Schedule II  Valuation and Qualifying Accounts
    and Reserves     3.
    Listing
    of Exhibits 96




---



##### 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 of Form 8-K
    filed on December 10, 2007
    (File No. 0-9286).(4
.1)

Specimen of Common Stock Certificate.

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

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

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

Form of the Companys 6.85% Debentures due 2007.

Exhibit 4.3 to the Companys Annual Report on Form 10-K for
    the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(4
.4)

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

Exhibit 4.6 to the Companys Annual Report on Form 10-K for
    the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(4
.5)

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

Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended April 4, 1999 (File No. 0-9286).(4
.6)

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
.7)

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
.8)

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
.9)

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

Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended October 2, 2005 (File No. 0-9286). 97




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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 Current Report on Form 8-K
    filed on March 14, 2007
    (File No. 0-9286).(10
.2)

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
.3)

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
.4)

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
.5)

Stock Rights and Restrictions Agreement, dated January 27,
    1989, by and between the Company and The
    Coca-Cola
    Company.

Exhibit 10.1 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10
.6)

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

Exhibit 10.2 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10
.7)

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
.8)

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
.9)

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). 98




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10
.10)

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

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on December 21, 2006. (File No. 0-9286).(10
.11)

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
.12)

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

Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended April 1, 2007 (File No. 0-9286).(10
.13)

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
.14)

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
.15)

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
.16)

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
.17)

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

Exhibit 10.14 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 31, 2000
    (File No. 0-9286).(10
.18)

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
.19)

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 10.11 to the Companys Quarterly Report on Form
    10-Q for the quarter ended June 27, 2004 (File No. 0-9286). 99




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Incorporated by ReferenceNumber

Description

or Filed Herewith(10
.20)

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
.21)

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

Appendix B to the Companys Proxy Statement for the 2007
    Annual Meeting of Stockholders (File No. 0-9286).(10
.22)

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
.23)

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

Annex A to the Companys Proxy Statement for the 1999
    Annual Meeting of Stockholders
    (File No. 0-9286).(10
.24)

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

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

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
.26)

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
.27)

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
.28)

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

Exhibit 10.31 to the Companys Annual Report on Form 10-K
    for the fiscal year ended December 28, 2003
    (File No. 0-9286).(10
.29)

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
.30)

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

Exhibit 10.24 to the Companys Annual Report on Form 10-K
    for the fiscal year ended January 1, 2006
    (File No. 0-9286). 100




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10
.31)

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

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on June 24, 2005
    (File No. 0-9286).(10
.32)

Consulting Agreement, effective as of March 1, 2005,
    between the Company and Robert D. Pettus, Jr.*

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed on March 4, 2005
    (File No. 0-9286).(10
.33)

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

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


Ratio of earnings to fixed charges.

Filed herewith.(21)


List of subsidiaries.

Filed herewith.(23)


Consent of Independent Registered Public Accounting Firm to
    Incorporation by reference into
    Form S-3
    (Registration
    No. 33-54657)
    and
    Form S-3
    (Registration
    No. 333-71003).

Filed herewith.(31
.1)

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

Filed herewith.(31
.2)

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

Filed herewith.(32)


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

Filed herewith.    *
    
    Management contracts and compensatory plans and arrangements
    required to be filed as exhibits to this form pursuant to
    Item 15(c) of this report.  (b)    Exhibits.
    (c)    Financial
    Statement Schedules.
   101




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##### Table of Contents



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


Charged to





BalanceBeginning


Costs and





at EndDescription

of Year


Expenses


Deductions


of Year(In thousands)Allowance for doubtful accounts:Fiscal year ended December 30, 2007

$
1,334


$
213


$
410


$
1,137Fiscal year ended December 31, 2006

$
1,318


$
314


$
298


$
1,334Fiscal year ended January 1, 2006

$
1,678


$
1,315


$
1,675


$
1,318  102




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##### Table of Contents



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

Title

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

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

March 13, 2008By: /s/  H.
    W. McKay BelkH.
    W. McKay Belk

Director

March 13, 2008By: /s/  Sharon
    A. DeckerSharon
    A. Decker

Director

March 13, 2008By: /s/  William
    B. ElmoreWilliam
    B. Elmore

President, Chief Operating Officer and Director

March 13, 2008By: /s/  Henry
    W. FlintHenry
    W. Flint

Vice Chairman of the Board of Directors and Director

March 13, 2008By: /s/  Deborah
    S. HarrisonDeborah
    S. Harrison

Director

March 13, 2008By: /s/  Ned
    R. McWherterNed
    R. McWherter

Director

March 13, 2008By: James
    H. Morgan

DirectorBy: /s/  John
    W. Murrey, IIIJohn
    W. Murrey, III

Director

March 13, 2008By: /s/  Carl
    WareCarl
    Ware

Director

March 13, 2008By: /s/  Dennis
    A. WickerDennis
    A. Wicker

Director

March 13, 2008By: /s/  James
    E. HarrisJames
    E. Harris

Senior Vice President and
    Chief Financial Officer

March 13, 2008By: /s/  William
    J. BilliardWilliam
    J. Billiard

Vice President, Controller and
    Chief Accounting Officer

March 13, 2008  103